CIRCULAR LETTER/CVM/SEP/No. 02/2018

Rio de Janeiro, February 28, 2018.

SUBJECT: General guidelines on procedures to be observed by open companies, foreign companies, and incentivized companies

Dear Investor Relations Director/Legal Representative,

The Circular Letters issued by the Department of Corporate Relations (SEP) guide securities issuers on the procedures that must be observed when sending periodic and occasional information. Guidelines are also presented regarding interpretations given by the CVM Collegiate Board and the SEP concerning relevant aspects of legislation and regulation that must be considered by issuers when carrying out certain operations.

Through this document, the SEP intends to promote 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 potential deviations and, consequently, reducing the need to formulate requirements and apply penalty fines and sanctions.

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

Finally, it is recommended:

a) regarding accounting matters, the reading of Circular Letters/SNC/SEP, available for consultation on the CVM website;

b) regarding best practices for information disclosure, the consultation of pronouncements issued by CODIM, available at http://www.codim.org.br/;

c) regarding regulation issued by the CVM, the consultation of public hearing reports, on the CVM website; and

d) regarding best corporate governance practices, the consultation of the Brazilian Corporate Governance Code and the IBGC Corporate Governance Code.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

1 The Department of Corporate Relations .......................................................................................... 12
2 Issuer Registration .................................................................................................................... 15
2.1 Issuer Categories......................................................................................................................15
2.2 Issuer Registration Request.............................................................................................................16
2.2.1 .Obtaining login, password, and code by new companies for use of the
Empresas.NET System......................................................................................................................16
2.2.2 .Inclusion of the company in the Empresas.NET System ................................................................16
2.2.3 .Sending of documents............................................................................................................17
2.2.4 .Resubmission of documents............................................................................................17
2.2.5 .After the granting of open company registration..............................................................17
2.2.6 .Other information...............................................................................................................17
2.3 Foreign Issuers............................................................................................................................19
2.4 Requests for category conversion...................................................................................................20
2.5 Consequences of failure to deliver information .................................................................................20
2.5.1 .Penalty fines.....................................................................................................................21
2.5.2 .Publication of the list of delinquent issuers.......................................................................22
2.5.3 .Suspension of issuer registration ex officio...........................................................................23
2.5.4 .Cancellation of issuer registration ex officio due to information delinquency.............23
2.5.5 .Administrative sanctioning process.....................................................................................24
2.6 Other grounds for cancellation of registration ..................................................................................25
2.6.1 .Voluntary cancellation of registration.....................................................................................25
2.6.2 .Cancellation of the issuer's registration ex officio due to its extinction.........................27
3 Periodic Information............................................................................................... 28
3.1 Management Report .........................................................................................................................28
3.2 Financial Statements.........................................................................................................................29
3.2.1 .Financial institutions authorized to operate by the Central Bank of Brazil......................33
3.2.2 .Advance disclosure of financial information.......................................................................35
3.2.3 .Capital Budget .............................................................................................................36
3.3 Periodic Forms............................................................................................................................36
3.3.1 .Registration Form ..............................................................................................................36
3.3.2 .Reference Form .................................................................................................................37
a. Annual delivery of the Form...........................................................................................................37
b. Update of the Reference Form .......................................................................................38

c. Resubmission of the Reference Form due to public distribution registration .................41
3.3.3 .Standardized Financial Statements – DFP...................................................................42
3.3.4 .Quarterly Information – ITR................................................................................................43
3.3.5 .Quarterly Report of Securitization Company.....................................................................45
3.3.6 .Report on Brazilian Corporate Governance Code – Open Companies
...........................................................................................................................................45
3.4 Ordinary General Meeting – OGM.......................................................................................................46
3.4.1 .Notice of article 133 of Law No. 6,404/76.......................................................................46
3.4.2 .Management Proposal for OGM ....................................................................................47
a. Issuers registered in Category A .............................................................................................47
b. Issuers registered in Category B and in Category A for which Instruction CVM No. 481/09 does not apply .....................................................................................................................53
3.4.3 .Notice of OGM Convocation.................................................................................................56
3.4.4 .Summary and minutes of the OGM.....................................................................................................58
3.4.5 .Remuneration of Administrators/Fiscal Council......................................................................59
3.5 Report and communications of the fiduciary agent ..................................................................................59
4 Main Occasional Information................................................................................ 61
4.1 Act and Relevant Fact.............................................................................................................................61
4.1.1 .Distinction between Relevant Fact and Market Communication..................................................65
4.2 Extraordinary General Meeting (EGM), special assembly (ASP), debenture holders' assembly (ADH), and assembly of holders of agricultural receivables certificates (AGCRA) or real estate (AGCRI)..................................................................................................................66
4.2.1 .Notice of Convocation of EGM, ASP, ADH, AGCRA, or AGCRI ..........................................66
4.2.2 .Management Proposal for EGM, ASP, ADH, AGCRA, or AGCRI..............................69
a. Management Proposal – Category A – companies authorized by a market administrator for the trading of shares on a stock exchange ............................69
b. Management Proposal – Category B and companies in Category A for which
Instruction CVM No. 481/09 does not apply .................................................................................................73
4.2.3 .Summary and minutes of the EGM, ASP, ADH, AGCRA, or AGCRI......................................................75
4.3 Projections.............................................................................................................................................76
4.4 Shareholders' Agreement ...........................................................................................................................77
4.5 Group Convention............................................................................................................................78
4.6 Bankruptcy Petitions and Judgments..........................................................................................................78
4.7 Petitions and Judgments Involving Judicial and Extrajudicial Restructuring ...............................................79
4.8 Negotiations by Administrators, Persons Related to Them, and Subsidiaries, Affiliates, and
the Company Itself with Securities Issued by the Company...............................................79
4.9 Relevant Negotiations.......................................................................................................................82

4.9.1 .Recipient of the Obligation ......................................................................................................82
4.9.2 .Object of the Relevant Participation...........................................................................................83
a. Shares...............................................................................................................................................83
b. Financial Derivative Instruments and Other Securities Referenced in
Shares.....................................................................................................................................................83
c. ADR, GDR, and BDR ..............................................................................................................................84
d. Share Lending......................................................................................................................................84
e. Indirect Participation .......................................................................................................................85
4.9.3 .Calculation of Increase or Decrease in Participation...................................................................86
4.9.4 .Group of Persons Acting in Concert or Representing the Same Interest ....................88
4.9.5 .Responsibility of the Administrator or Manager.......................................................................89
4.9.6 .Time and Form of Disclosure ...........................................................................................90
4.9.7 .Content of the Declaration of Increase and Decrease in Participation .........................................91
4.9.8 .Disclosure of the Declaration by Non-Resident Investor ........................................................92
4.10 Trading Policy.........................................................................................................................92
4.11 Investment Plan.........................................................................................................................93
4.12 Disclosure Policy..........................................................................................................................94
4.13 Bylaws .....................................................................................................................................96
4.14 Meetings of the Board of Directors and Fiscal Council ............................................................96
4.15 Communication of Auditor Change.................................................................................................96
4.16 Transactions Between Related Parties.................................................................................................97
4.17 Share-Based Remuneration Plans ....................................................................................100
4.18 Results Release........................................................................................................................100
4.19 Presentation Material to Analysts / Market Agents ...........................................................101
4.20 Market Maker.......................................................................................................................101
4.21 Installation of the Statutory Audit Committee and Election of Its Members ....................................102
5 Common Guidelines for Periodic and Occasional Information ......................................102
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3).......................................................102
5.2 General Guidelines.............................................................................................................................103
5.3 Obligation to Maintain a Website..................................................................................................105
5.4 Request for Confidentiality .............................................................................................................106
5.5 Documents in Foreign Language ..................................................................................................106
6 Special Rules on Issuers...............................................................................107
6.1 Issuers with High Market Exposure..................................................................................107

6.2 Issuers in Special Situation ........................................................................................................107
6.2.1 .Issuers in Extrajudicial Restructuring ..............................................................................107
6.2.2 .Issuers in Judicial Restructuring ......................................................................................108
6.2.3 .Issuers in Bankruptcy ..........................................................................................................109
6.2.4 .Issuers in Liquidation ......................................................................................................110
7 Relevant Corporate Events and Other Guidelines.................................................111
7.1 Common Guidelines for Ordinary and Extraordinary General Meetings.........................................111
7.1.1 .Shareholder Representation at Meeting .......................................................................111
7.1.2 .Public Requests for Proxy...........................................................................................112
7.1.3 .Request for List of Shareholder Addresses (article 126, paragraph 3, of Law
No. 6,404/76)....................................................................................................................................114
7.1.4 .Installation of the Fiscal Council and Election of Its Members ..................................................115
7.1.5 .Election of Members of the Board of Directors ...........................................................119
7.1.6 .Remote Voting – Instruction CVM No. 561/15 .......................................................................123
a. Scope of Instruction CVM No. 561/15 ...........................................................................................123
b. Remote Voting Bulletin ..........................................................................................................125
c. Remote Voting Exercised Through Service Providers ....................................................128
d. Remote Voting Exercised Directly .........................................................................................128
e. Calculation of Votes at the General Meeting.......................................................................................129
7.1.7 .Abuse of Voting Rights and Conflict of Interests (art. 115, §1 of Law No.
6,404/76).........................................................................................................................................131
7.2 Merger, Consolidation, and Spin-off...............................................................................................................131
7.2.1 .Requests for Waiver of Compliance with Requirements (CVM Deliberation No. 559/08)...........134
7.3 Acquisition of Commercial Company by Open Company................................................................135
7.4 Conversion of Shares...........................................................................................................................137
7.5 Right of Withdrawal..............................................................................................................................137
7.6 Capital Increase by Private Subscription......................................................................................138
7.6.1 .Surplus of Shares in Capital Increase with Credits........................................................141
7.7 Capital Reduction ............................................................................................................................142
7.8 Share Grouping.......................................................................................................................142
7.9 Trading Prohibition Period.....................................................................................................143
7.10 Transactions Between Related Parties...............................................................................................145
7.11 Negotiation with Own-Emission Shares ......................................................................................146
7.11.1 Competence for Approval...............................................................................................146
7.11.2 Limitations.............................................................................................................................148

7.11.3 Economic and political rights of treasury shares....................................................150
7.11.4 Monthly information on transactions carried out.....................................................................150
7.12 Dividends on preferred shares (article 203 of Law No. 6.404/76) .................................................150
7.13 Communication regarding non-payment of mandatory dividend due to the company's financial situation...........................................................................................................................150
7.14 Late, corrective or supplementary declarations of dividends............................................151
7.15 Competence of the board of directors to deliberate on the issuance of debentures............151
7.16 Composition of the executive board ...................................................................................................151
7.17 Request for certificates of entries in the corporate books (article 100 of Law No. 6.404/76)..............................................................................................................................................152
7.18 Admission of shareholders in a wholly-owned subsidiary (article 253 of Law No. 6.404/76) .............................155
8 Complaints, Appeals, Inquiries, Requests for Interruption or Suspension of
General Meetings, Hearings and Requests for Review of Processes.....................................................156
8.1 Complaints involving publicly-held companies ................................................................................156
8.2 Appeals against decisions or statements of understanding by SEP ............................................157
8.3 Inquiries by publicly-held companies, foreign companies and incentive companies.......................................................158
8.4 Requests for interruption or suspension of the deadline for convening a general meeting ..............................158
8.5 Communications with SEP ..................................................................................................................159
8.6 Requests for hearings by individuals..........................................................................................160
8.7 Request for review of a process..............................................................................................................160
8.8 Term of commitment.....................................................................................................................162
8.9 Calculation of deadlines..........................................................................................................................163
8.10 Request for access to information.........................................................................................................163
9 Empresas.NET System for the Preparation and Delivery of Information ..........................164
10 Guidelines for the Preparation of the Reference Form ......................................166
10.1Guidelines applicable to the entire Form......................................................................................166
10.1.1General rules on the preparation and disclosure of information ........................................166
10.1.2Field "other information deemed relevant" ...............................................................167
10.1.3Scope and content of information provided ..........................................................167
10.1.4Information not applicable ..................................................................................................168
10.2Guidelines for filling out the Reference Form ...................................................169
10.2.1Identification of persons responsible for the content of the Form (section 1)................169
10.2.2Auditors (section 2)...............................................................................................................169

a. Information on independent auditors (item 2.1) ..........................................................169
b. Remuneration of independent auditors (item 2.2)................................................................170
c. Other information deemed relevant (item 2.3) ......................................................................171
10.2.3Selected financial information (section 3) ..................................................................171
a. Selected financial information (item 3.1)..........................................................................171
b. Non-accounting measurements (item 3.2)...............................................................................................172
c. Events subsequent to the latest financial statements closing the
social year (item 3.3) ...................................................................................................................172
d. Description of the policy for the allocation of results (item 3.4) .....................................................172
e. Distribution of dividends and profit retention occurring in the last 3 social years
(item 3.5) .................................................................................................................................173
f. Issuer's debt level (item 3.7).............................................................................174
g. Issuer's obligations according to the nature and maturity date (item 3.8).................174
h. Other relevant information (item 3.9) ....................................................................................175
10.2.4Risk factors (section 4).....................................................................................................175
a. Description of risk factors (item 4.1)......................................................................................175
b. Description of market risks (item 4.2)..................................................................................177
c. Judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries
are parties (item 4.3).........................................................................................................................177
d. Judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are parties and the opposing parties are administrators or former administrators, controlling shareholders or former controlling shareholders or investors in the company or its subsidiaries
(item 4.4).............................................................................................................................................179
e. Information on relevant confidential proceedings in which the issuer or its subsidiaries
are parties that have not been disclosed in items 4.3 and 4.4 (item 4.5) .....................................181
f. Repetitive or connected judicial, administrative or arbitral proceedings, which are not confidential and which are relevant collectively, in which the issuer or its subsidiaries are
parties (item 4.6)...................................................................................................................................181
g. Other relevant contingencies not covered by the previous items (item 4.7) .....................182
h. Foreign issuer (item 4.8) ......................................................................................................182
10.2.5Risk management and internal controls policy (section 5)....................................182
a. Description of the risk factor management policy adopted by the issuer (item
5.1) ...................................................................................................................................................182
b. Description of the market risk management policy adopted by the issuer
(item 5.2).............................................................................................................................................183
c. Internal controls (item 5.3) ........................................................................................................184
d. Internal integrity mechanisms and procedures adopted by the issuer (item 5.4) .........186
e. Comments on significant changes and expectations (item 5.5) ........................................186
10.2.6Issuer's history (section 6)..............................................................................................186
a. Brief history of the issuer (item 6.3) ...........................................................................................186
b. Information on bankruptcy petition, if based on a relevant value, or on judicial or extrajudicial reorganization of the issuer, and on the current status of such requests
(item 6.5).............................................................................................................................................186

10.2.7Issuer's activities (section 7)...........................................................................................187
a. Main activities developed by the issuer and its subsidiaries (item 7.1) .........................187
b. Information related to mixed-economy companies ........................................................187
c. Information on the issuer's operational segments (item 7.2.) ............................................188
d. Information on the products and services related to the operational segments
disclosed in item 7.2 (item 7.3) .......................................................................................................188
e. Information on the effects of state regulation on the issuer's activities (item
7.5) ...................................................................................................................................................189
f. Information on socio-environmental policies (item 7.8)...............................................................189
10.2.8Extraordinary business (section 8) ......................................................................................189
10.2.9Relevant assets (section 9)...................................................................................................190
a. Description of non-current assets relevant for the development of the
issuer's activities (item 9.1).........................................................................................................190
10.2.10 Directors' comments (section 10)...............................................................................190
a. Financial and equity conditions and Result of operations (items 10.1 and 10.2)..................191
b. Events with relevant effects, occurred and expected, in the financial statements
(items 10.3) ..........................................................................................................................................193
c. Significant changes in accounting practices and Reservations and emphases present in the
auditor's report (item 10.4)..........................................................................................................193
d. Critical accounting policies (item 10.5)..........................................................................................194
e. Other factors with relevant influence (item 10.9)....................................................................194
10.2.11 Projections (section 11) ..........................................................................................................194
a. Disclosure of Projection (item 11.1) ..............................................................................................194
b. Monitoring and alteration of disclosed projections during the last 3 social years
(item 11.2).......................................................................................................................................195
10.2.12 General meeting and administration (section 12)....................................................................196
a. Description of the issuer's administrative structure (item 12.1).....................................................196
b. Description of the rules, policies and practices relating to general meetings (item 12.2) .................197
c. Description of the issuer's rules, policies and practices relating to the board of
administration (item 12.3)...................................................................................................................198
d. Identification of administrators and members of the statutory audit committee (item 12.5).............................198
e. Participation of members of the Board of Directors and the Statutory Audit Committee in
meetings held by the respective body (item 12.6).......................................................................200
f. Identification of members of statutory committees and of audit, risk,
financial and remuneration committees (item 12.7) ...........................................................................................200
g. Participation of committee members in meetings held by the respective body (item
12.8)....................................................................................................................................................200
h. Subordination, service provision or control relationships (item 12.10)..................................201
i. Agreements, including insurance policies, for payment or reimbursement of expenses
borne by administrators (item 12.11).................................................................................201
j. Other information deemed relevant (item 12.13) ..................................................................202
10.2.13 Remuneration of administrators (section 13)..................................................................203

a. Description of the remuneration policy or practice of the board of directors, the statutory and non-statutory executive board, the statutory audit committee, the statutory committees and the
audit, risk, financial and remuneration committees (item 13.1)..........................................203
b. Remuneration of the board of directors, the statutory executive board and the statutory audit committee
(item 13.2)...........................................................................................................................................205
c. Variable remuneration of the board of directors, the statutory executive board and the
statutory audit committee (item 13.3) ..................................................................................................207
d. Share-based remuneration of the board of directors and the statutory executive board
(item 13.5)...........................................................................................................................................209
e. Open options of the board of directors and the statutory executive board at the end of the
last social year (item 13.6)......................................................................................................210
f. Exercised options and shares delivered relating to share-based remuneration of the
board of directors and the statutory executive board (item 13.7) .....................................................211
g. Information necessary to understand the data disclosed in items 13.5 to 13.7
(item 13.8)...........................................................................................................................................212
h. Information, by body, on the holdings held by members of the board of
administration, the statutory executive board and the statutory audit committee (item 13.9) ...........................................213
i. Pension plans in force granted to members of the board of directors and
to statutory directors (item 13.10) ..............................................................................................213
j. Value of the highest, lowest and average value of individual remuneration of the board of
administration, the statutory executive board and the statutory audit committee (item 13.11) .........................................214
k. Contractual arrangements, insurance policies or other instruments that structure
remuneration or indemnification mechanisms for administrators (item 13.12).......................215
l. Percentage of the total remuneration of each body attributed to members of the board of
administration, the statutory executive board or the statutory audit committee who are related parties
to the controlling shareholders of the issuer (item 13.13) ........................................................................................216
m. Remuneration of members of the board of directors, the statutory executive board or the
statutory audit committee received for any reason other than the function they hold (item 13.14)................216
n. Remuneration of members of the board of directors, the statutory executive board or the statutory audit committee recognized in the results of the controlling shareholders of the issuer, of companies under
common control and of subsidiaries of the issuer (item 13.15)...............................................................216
o. Other information deemed relevant (item 13.16) ..................................................................217
10.2.14 Human resources (section 14)............................................................................................218
a. Information on the issuer's human resources (item 14.1) ................................................218
b. Description of the issuer's employee remuneration policy (item 14.3) .........................218
10.2.15 Control and economic group (section 15)............................................................................218
a. Identification of the controlling shareholder or group of controlling shareholders (item 15.1) ..............................218
b. Identification of shareholders, or groups of shareholders acting in concert or who represent the same interest, with a participation equal to or greater than 5% of the same
class or species of shares (item 15.2)...............................................................................................220
c. Capital distribution (item 15.3)................................................................................................221
d. Organogram of the issuer's shareholders (item 15.4)....................................................................222
e. Information on shareholder agreements that regulate the exercise of voting rights or the
transfer of shares issued by the issuer (item 15.5)................................................................223

f. Information on relevant changes in the holdings of members of the control group and
administrators of the issuer (item 15.6) .............................................................................................................................................223
10.2.16 Transactions with related parties (section 16)................................................................223
10.2.17 Share capital (section 17).....................................................................................................224
10.2.18 Securities (section 18)...........................................................................................226
a. Description of the rights of each class and species of share issued (item 18.1) ..............................226
b. Description of statutory rules that limit the voting rights of significant shareholders
or that require the making of a public offer (item 18.2)......................................................................226
c. Description of other securities (item 18.5)..................................................................227
d. Number of holders of each type of security described in item 18.5 (item 18.5-A).........227
e. Other information deemed relevant (item 18.12) ..................................................................227
10.2.19 Buyback plans and treasury securities (section 19)................................228
a. Information on the issuer's share buyback plans (item 19.1) ...................................228
b. Movement of securities held in treasury (item 19.2) ..............................228
c. Provide other information that the issuer deems relevant (item 19. 3) ................................229
10.2.20 Securities trading policy (section 20)..................................................229
10.2.21 Information disclosure policy (section 21).............................................................229
11 General Guidelines to Incentive Companies........................................................230
11.1 Registration..............................................................................................................................................230
11.2 Update of registration......................................................................................................................230
11.3 Periodic Documents.....................................................................................................................231
11.3.1Financial statements..................................................................................................231
11.3.2Notice of convening of the Annual General Meeting (AGO)...............................................................................................231
11.3.3Minutes of the AGO ...........................................................................................................................232
11.3.4Updated registration data...............................................................................................232
11.4 Coercive Fine ....................................................................................................................................233
11.5 Suspension of registration .......................................................................................................................................233
11.6 Cancellation of registration ex officio ..................................................................................................................................233
11.7 Request for voluntary cancellation of registration...................................................................................................................................233
11.8 Simplified registration .........................................................................................................................................233
11.9 Remission of debts..........................................................................................................................................................234
11.10 Special Title Auctions.............................................................................................................................................234
12 Risk-Based Supervision Plan – SBR.....................................................................................................235
13 Corporate Governance Best Practices for Publicly-Held Companies.....................................................................................................236
13.1 Disclosure policy........................................................................................................................................................237

13.2 Trading Policy.......................................................................................................................238
13.3 Risk Management Policy..................................................................................................239
13.4 Policy on transactions with related parties....................................................239
13.5 Dividend Policy / Policy on allocation of results...........................................................240
13.6 Corporate Calendar......................................................................................................................240
13.7 Preparation of the Reference Form..........................................................................................240
13.8 Timing of disclosure of relevant information........................................................................240
13.9 Shareholders' general meeting..........................................................................................................241
13.9.1 Call notice period ............................................................................................................241
13.9.2 Agenda and documentation.........................................................................................................242
13.9.3 Shareholders' proposals.............................................................................................................242
13.9.4 Organization of the General Meeting..................................................................................................242
13.10 Adoption of CVM Guidance Opinion No. 35/08 ..........................................................................243
13.11 Audit committee ........................................................................................................................243
13.12 Periodic submission of the form for traded and held securities as provided for in
article 11 of CVM Instruction No. 358/02 .....................................................................................................244
13.13 Publicly-held companies' page on the worldwide web.............................................245
13.14 Accounting policies manual........................................................................................................245
13.15 Board of Directors..........................................................................................................................................245
13.16 Conduct and Conflicts of Interest....................................................................................................246
13.16.1 Code of Conduct.............................................................................................................246
13.16.2 Policy for prevention and detection of illicit acts............................................246

1 Department of Corporate Relations
The Department of Corporate Relations (SEP) is responsible for the activities of registration, supervision, guidance, sanctioning, and support for regulation concerning publicly-held companies, foreign companies, and incentivized companies.
The SEP carries out its activities through a division of labor into 6 organizational components:
Enterprise Monitoring Management-1 (GEA-1), Enterprise Monitoring Management-2 (GEA-2), Enterprise Monitoring Management-3 (GEA-3), Enterprise Monitoring Management-4 (GEA-4), Enterprise Monitoring Management-5 (GEA-5) and the Department of Corporate Relations itself (SEP).
Currently, the main responsibilities of each of the organizational components are as follows:
Department of Corporate Relations:
 Analyze requests for granting and cancellation of registration of incentivized companies;  Supervise the timely provision of periodic information by companies (sending alert emails on deadlines for delivery of periodic documents, application of penalty fines, semi-annual publication of a list of non-compliant companies);  Analyze appeals against the application of penalty fines; and  Suspend and cancel ex officio (for non-compliance with information) registrations of publicly-held, foreign, and incentivized companies. Enterprise Monitoring Manageries 1 and 2 (GEA-1 and GEA-2):
 Analyze initial registration requests for securities issuers, as well as updates to registrations in public distribution offers;  Analyze any trading by administrators, direct controllers, and the company itself during prohibited periods, before annual and interim financial statements;  Analyze inquiries from companies and voluntary cancellations of registration; and  Analyze the adequate disclosure by companies, their administrators, or shareholders, of useful information capable of affecting investment decisions and the exercise of rights by minority shareholders (supervision of certain periodic and occasional information, verification of the content of remote voting bulletins, the coherence and consistency between disclosures made in sections 10 and 13 of the Reference Form, the disclosure of information relating to the risk management policy, and the allocation of companies' results). Enterprise Monitoring Manageries 3 and 4 (GEA-3 and GEA-4):
 Analyze the possible existence of irregularities in the proposals and decisions of the administration, in the deliberations at general meetings, and in the conduct of business by controllers and administrative bodies (analysis of merger, spin-off, and incorporation operations involving publicly-held companies, transactions with related parties, deliberations on capital increase by private subscription, private issuances of securities convertible into shares, deliberations on capital reduction, and deliberations on share conversion);  Analyze complaints involving companies;  Analyze requests for interruption or suspension of the call notice period for general meetings; and  Presentation of Indictment Terms.

Enterprise Monitoring Management- 5 (GEA-5):
 Analyze financial statements with audit reports containing modified opinions, as well as perform analyses focused on specific themes based on risks identified during the supervision work;  Analyze the annual and interim financial statements disclosed by companies, when public distribution of securities occurs;  Determine republication of financial statements;  Analyze inquiries and complaints involving financial statements; and  Presentation of Indictment Terms involving financial statements. The identification of the holders of the organizational components that make up the SEP is available on the Securities and Exchange Commission (CVM) website, and can be accessed at http://www.cvm.gov.br/menu/acesso_informacao/institucional/sobre/sep.html. The activities of direct service to publicly-held and foreign companies are divided in the SEP between the Enterprise Monitoring Manageries 1 and 2 (GEA-1 and GEA-2), according to activity sectors, as per the table below. Activity Sector Management Agriculture (sugar, alcohol, and cane) GEA-2 Food GEA-2 Leasing GEA-1 Banks GEA-1 Beverages and tobacco GEA-2 Stock exchanges/commodities and futures GEA-1 Toys and leisure GEA-1 Trade (wholesale and retail) GEA-2 Foreign trade GEA-2 Communication and information technology GEA-2 Civil construction, construction materials, decoration GEA-1 Real estate credit GEA-1 Packaging GEA-2 Electric energy GEA-1 Mineral extraction GEA-2 Factoring GEA-1 Pharmaceuticals and hygiene GEA-2 Printing and publishing GEA-1 Accommodation and tourism GEA-1 Financial intermediation GEA-1 Machinery, equipment, vehicles, and parts GEA-1 Metallurgy and steelmaking GEA-2 Paper and pulp GEA-2 Fishing GEA-2 Oil and gas GEA-1 Chemical, petrochemical, fuels, and rubber GEA-1 Reforestation GEA-2 Sanitation and water and gas services GEA-2

Securitization of receivables GEA-1
Insurance companies and brokers GEA-1
Transport and logistics services GEA-2
Medical services GEA-2
Telecommunications GEA-2
Textile and clothing GEA-2
Participation management companies – Agriculture (sugar, alcohol, and cane) GEA-2 Participation management companies – Food GEA-2 Participation management companies – Leasing GEA-1 Participation management companies – Banks GEA-1 Participation management companies – Beverages and tobacco GEA-2 Participation management companies – Toys and leisure GEA-1 Participation management companies – Trade (wholesale and retail) GEA-2 Participation management companies – Communication and information technology GEA-2 Participation management companies – Civil construction, construction materials, and decoration GEA-1 Participation management companies – Real estate credit GEA-1 Participation management companies – Education GEA-2 Participation management companies – Packaging GEA-2 Participation management companies – Electric energy GEA-1 Participation management companies – Mineral extraction GEA-2 Participation management companies – Printing and publishing GEA-1 Participation management companies – Accommodation and tourism GEA-1 Participation management companies – Financial intermediation GEA-1 Participation management companies – Machinery, equipment, vehicles, and parts GEA-1 Participation management companies – Metallurgy and steelmaking GEA-2 Participation management companies – Paper and pulp GEA-2 Participation management companies – Oil and gas GEA-1 Participation management companies – Chemical, petrochemical, fuels, and rubber GEA-1 Participation management companies – Reforestation GEA-2 Participation management companies – Sanitation, water, and gas services GEA-2 Participation management companies – Securitization of receivables GEA-1 Participation management companies – Insurance companies and brokers GEA-1 Participation management companies – No main sector GEA-1 Participation management companies – Medical services GEA-2 Participation management companies – Transport and logistics services GEA-2 Participation management companies – Telecommunications GEA-2 Participation management companies – Textile and clothing GEA-2 It is worth highlighting that the same division applies to GEA-3 and GEA-4, with GEA-3 being a mirror of GEA-1 and GEA-4 being a mirror of GEA-2. GEA-5, in turn, is responsible for all activity sectors. The activities of direct service to incentivized companies are direct responsibilities of the SEP, and the table above does not apply.

2 Issuer Registration
2.1 Issuer categories
In accordance with CVM Instruction No. 480/09, there are two categories of registration for securities issuers, according to the types of securities admitted to public trading (article 2):
 Category A, which authorizes the trading of any securities of the issuer in regulated securities markets; and  Category B, which authorizes the trading of the issuer's securities in regulated securities markets, except for those identified below:
a) shares and depositary receipts of shares; or b) securities that confer upon the holder the right to acquire the securities mentioned in letter "a", as a result of their conversion or the exercise of the rights inherent to them, provided they were issued by the issuer of the securities referred to in letter "a" or by a company belonging to the group of said issuer. Note that Chapter III (Issuer's Obligations) of the Instruction establishes in its Sections II and III, which deal respectively with mandatory periodic and occasional information, some specific rules for each category of issuer regarding the discipline of information provision. As provided for in article 2 and item I of article 1 of Annex 3 of CVM Instruction No. 480/09, securities issuers will indicate, at the time of registration, in which category they wish to register, according to the types of securities they intend to have publicly traded. Thus, it will be up to the issuer to choose the regime of obligations to which they wish to submit themselves. CVM Instruction No. 586/17 included paragraphs 3, 4, and 5 in art. 2 of CVM Instruction No. 480/09, which deal with the trading of securities from issuers in the pre-operational phase registered in Category A, applicable to issuers registered after the publication of said Instruction 586. Finally, we draw attention that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies are registered in Category A.

2.2 Issuer registration request
The issuer registration request, as well as all documents related to the registration requests of publicly-held companies, provided for in CVM Instruction No. 480, of December 7, 2009, from 02/04/2018 onwards, must be delivered exclusively electronically via the Empresas.NET System, ceasing to be filed physically at the Securities and Exchange Commission ("CVM"). This new functionality, developed in partnership with B3 S.A. – Brasil, Bolsa, Balcão ("B3"), aims to facilitate compliance with the requirements arising from the aforementioned registration process. New companies can download the Empresas.NET System, to fill out and send documents, through the CVM website (http://www.cvm.gov.br, section REGULATED ENTITIES INFORMATION, Companies, Empresas.NET or via the Systems Center, Information about Companies, Document submission programs - Downloads), as well as through the B3 website (http://www.bmfbovespa.com.br, section SERVICES, Services for companies, Empresas.NET System). After installing the Empresas.NET System, it will be necessary to use a login and password to send documents.
2.2.1 Obtaining login, password, and code by new companies for use of the
Empresas.NET System
The request for login, password, and code for the submission, via the Empresas.NET System, of documents related to the registration requests of publicly-held companies and/or public distribution of securities must be made by the Investor Relations Director ("DRI") or proxy designated by him, by sending the following information to the email "suporteexterno@cvm.gov.br":

Reference: Request for authorization to send documents via the Empresas.NET System (company requesting publicly-held company registration)
Company's registration data:
Company Name / CNPJ
Applicant's registration data:
Name of the DRI or proxy / CPF / Email / Contact phones
2.2.2 Inclusion of the company in the Empresas.NET System
The company must access the function "New Issuer" in the menu and select, in the 'Company' field of the 'New Form' tab, the option "Include New Company".
The "New Issuer" screen will be made available where the company's data, as well as the provisional code provided by the CVM, must be filled in.

Once the data is filled in and the content saved, the company's name will appear in the Empresas.NET System so that the applicable documents can be created (Registration Form, Reference Form, Quarterly Information, Standardized Financial Statements, and Periodic and Occasional Information).
2.2.3 Sending documents
Once the documents in the Empresas.NET System related to the publicly-held company registration are created, they must be sent using the "Send" function, requiring the use of the login provided by the CVM.
2.2.4 Resubmission of documents
During the analysis process of the publicly-held company registration request, documents may be resubmitted via the Empresas.NET System for eventual compliance with requirements or improvements.
2.2.5 After the granting of publicly-held company registration
Once the publicly-held company registration is granted, the CVM will send a letter informing said grant and its definitive code with the CVM.
The company must replace the provisional code with the definitive code in the Empresas.NET System and resubmit the Reference and Registration Forms with the updated data of the publicly-held company registration.
2.2.6 Other information
The other mandatory documents for the instruction of the registration request must be sent in ".pdf" format without being digitally locked and, if they have been digitized, that Optical Character Recognition (OCR) technology has been used, which allows recognizing text characters in the files.

The financial statements required for the purpose of analyzing the issuer registration request, in accordance with Annex 3 of CVM Instruction No. 480/09, are as follows:
a) financial statements specially prepared for registration purposes, in accordance with articles 25 and 26 of the Instruction, referring to: (i) the last social fiscal year, provided that such statements adequately reflect the company's asset structure at the time of filing the registration request; or (ii) a subsequent date, preferably coinciding with the closing date of the last quarter of the current fiscal year, but never earlier than 120 (one hundred and twenty) days counted from the date of filing the registration request, if: (i) a relevant change has occurred in the issuer's asset structure after the closing date of the last social fiscal year; or (ii) the issuer was constituted in the same fiscal year as the registration request. It is emphasized that the presentation of financial statements specially prepared for registration purposes with a reference date subsequent to the closing of the fiscal year should only occur in cases where there has been an actual change in the issuer's asset structure; b) financial statements referring to the last 3 (three) social fiscal years, prepared in accordance with the accounting standards applicable to the issuer in the respective fiscal years. These are historical financial statements prepared according to the rules and deadlines applicable at the time of their preparation; c) quarterly information form – ITR, in accordance with article 29 of the Instruction, referring to the quarters of the current social fiscal year, provided that more than 45 (forty-five) days have elapsed since the closing of each quarter. Regarding the concept of "relevant change in the issuer's asset structure after the closing date of the last social fiscal year" referred to in item (a.ii.i) above, any significant change, in absolute or percentage terms, of its asset structure is understood, such as its share capital, equity, asset structure index (current liabilities plus non-current liabilities, divided by total assets) or leverage index (current liabilities plus non-current liabilities, divided by equity). It is worth clarifying that the financial statements specially prepared for registration purposes provided for in letter a of item VIII of article 1 of Annex 3 of CVM Instruction No. 480/09 must refer to the last social fiscal year immediately preceding the date of the registration request. It is emphasized that, if the financial statements specially prepared for registration purposes refer to a date subsequent to the last social fiscal year, the Reference Form must reflect the information from these FS in all relevant sections. The standardized financial statements form – DFP and the quarterly information form – ITR will correspond to the dates of the respective financial statements, according to the aforementioned criteria. The financial statements of closing of the social fiscal year must serve as the basis for filling out the DFP, and the interim financial statements, for the ITR.

It is emphasized that paragraph 1 of article 4 of CVM Instruction No. 480/09 provides that the counting of the analysis period for the registration request provided for in the main text shall only begin on the date of filing of the last document that completes the set of documents necessary for the instruction of the registration request, as indicated in Annex 3 of this Instruction.
2.3 Foreign issuers
According to Annex 32-I of CVM Instruction No. 480/09, an issuer will not be considered foreign if:
a) it has its headquarters in Brazil; or b) its assets located in Brazil correspond to 50% (fifty percent) or more of those contained in the individual, separate, or consolidated financial statements, whichever best represents the economic essence of the business for the purposes of this classification.
The classification as a foreign issuer will be verified at the time of the request for registration (i) of an issuer with the CVM, (ii) of a public distribution offer of depositary receipts of shares – BDR, and (iii) of a BDR program. At the time of these requests, the legal representative must sign a document containing:
a) a declaration that the issuer does not fall under any of the hypotheses mentioned in letters "a" and "b" of the previous paragraph; and b) a memorandum of the calculation made by the issuer to verify the percentage of assets located in Brazil.
It is worth noting that the CVM may, exceptionally, waive the verification of classification as a foreign issuer in the case of a public distribution offer of depositary receipts of shares – BDR, upon reasoned request from the issuer, in accordance with paragraph 4 of article 1 of Annex 32-I of CVM Instruction No. 480/09.
Issuers registered with the CVM as foreign before the entry into force of CVM Instruction No. 480/09 (01/01/2010) may, exceptionally, be exempted from proving classification as a foreign issuer at the time of the registration request for public distribution of depositary receipts of shares – BDR or for a BDR program.
Article 3 of Annex 32-I of CVM Instruction No. 480/09 provides that the following persons must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and summonses related to actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, including receiving correspondence, summonses, notifications, and requests for clarification:
a) the foreign issuer that sponsors a depositary receipts of shares program – BDR Level II or Level III;

b) the directors or persons performing functions equivalent to those of a director at the foreign issuer sponsoring a depositary receipt program for securities – BDR Level II or Level III; and c) the members of the board of directors, or equivalent body, of the foreign issuer sponsoring a depositary receipt program for shares – BDR Level II or Level III.

Legal representatives must accept the appointment in writing, in a document indicating awareness of the powers conferred upon them and the responsibilities imposed by Brazilian laws and regulations. In the event of resignation, death, interdiction, disqualification, or change of status that renders the legal representative unable to perform the function, the issuer has a period of 15 (fifteen) business days to promote its replacement.

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

Information regarding the Legal Representative must be included in item 5 of the Registration Form (IRD or equivalent person). Furthermore, minutes of Board of Directors meetings, Board of Directors meetings, general assemblies, or other documents dealing with the election or dismissal of the Legal Representative must be sent via the Empresas.NET System, within the timeframes provided for in CVM Instruction No. 480/09.

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

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

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

2.5 Consequences of non-delivery of information
Issuers must pay attention to compliance with the legal and regulatory requirements imposed, with regard to the delivery of periodic and occasional information provided for, especially in CVM Instructions No. 358/02, 480/09, and 481/09. Non-compliance with the delivery of information subjects the issuer to the procedures commented below.

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

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

In accordance with article 58 of the Instruction, the issuer who fails to comply with the deadlines for delivering the periodic information listed in article 21 of CVM Instruction No. 480/09 will be subject to a daily coercive fine, according to the following values:
a) R$ 500.00 (five hundred reais) for issuers registered in Category A; and b) R$ 300.00 (three hundred reais) for issuers registered in Category B.

In accordance with paragraphs 1 and 2 of article 58 of CVM Instruction No. 480/09, with wording given by CVM Instruction No. 586/17, the daily fine value mentioned above will be reduced by 50% if the issuer is in judicial or extrajudicial recovery, and the fine will not be applied to the issuer who is in bankruptcy or liquidation.

It is worth highlighting that, in accordance with paragraph 2 of article 5 of CVM Instruction No. 452/07, the Superintendent may determine the cumulative collection of a fine and the initiation of a sanctioning process, if he considers that the delay in providing information is part of a broader conduct that should be the object of responsibility assessment through the initiation of an administrative sanctioning process.

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

It is emphasized that the allegation that the document was sent via the Empresas.Net System within the period provided for in the regulation, but using the incorrect association (Category/Type/Species), may not be grounds for granting the appeal by the Department of Corporate Relations, for which we recommend consulting Chapter 3 of this Circular Letter, where the correct associations to be used in the case of sending periodic documents are listed.

In this sense, the need to maintain updated registration data is highlighted, especially the company's and IRD's addresses, as recommended in this circular (see item 3.3.1 and Chapter 9).

Appeals must be filed through the CVM website (www.cvm.gov.br), on the link “Regulated Information”/“Supervision Fee and Coercive Fine”/“Appeal against Coercive Fine”/ “Appeal against Coercive Fine” / “Coercive Fine Appeal – Participants”.

In accordance with paragraph 1 of article 13 of CVM Instruction No. 452/07, the appeal will be received with a devolutive effect and, in case of justifiable fear of damage of difficult or uncertain repair resulting from the appealed decision, the Superintendent may, ex officio or upon request, give suspensive effect to the appeal.

Notwithstanding, it is worth informing that the CVM Collegiate Body, in a meeting on 23.11.2010 (CVM Process RJ2010/16497), expressed itself in the sense that item VI of CVM Deliberation No. 463/03 (which provides that if the request for suspensive effect is totally or partially denied, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect) does not apply to cases involving coercive fines.

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

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

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

It is worth highlighting that the coercive fines provided for in article 58 of CVM Instruction No. 480/09 (with legal provision in article 11, §11 of Law No. 6.385/76) are not confused with the penalties provided for in the caput of article 11 (and respective items I to VIII) of the aforementioned Law, which will only be imposed with the observation of the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76 (administrative process preceded by an investigative stage).

Finally, we emphasize that only penalties applied by the CVM can be subject to appeal to the CRSFN, for which the cited appeal is not admissible in the case of application of coercive fines.

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

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

See http://www.cvm.gov.br/decisoes/2010/20101123_R1/20101123_D22.html

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

As provided for in the sole paragraph of article 52 of CVM Instruction No. 480/09, the SEP will inform the issuer about the suspension of its registration by means of a letter sent to its headquarters, according to the data contained in its Registration Form (see item 3.3.1), and by means of a communication on the CVM website.

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

The timeframes and procedures to be observed in this request are listed in article 53 of CVM Instruction No. 480/09.

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

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

2.5.4 Ex officio cancellation of issuer registration due to non-compliance with information
Article 54 of the Instruction provides for two hypotheses for the ex officio cancellation of an issuer's registration:
a) the extinction of the issuer; or b) the suspension of its registration for a period exceeding 12 (twelve) months.

As in the cases of registration suspension, the SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data contained in its Registration Form (see item 3.3.1), and by means of a communication on the CVM website, in accordance with the sole paragraph of article 55 of CVM Instruction No. 480/09.

2.5.5 Administrative sanctioning process
As provided for in article 60 of CVM Instruction No. 480/09, it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76:
a) the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information; b) the repeated non-observance of the deadlines fixed for the presentation of periodic and occasional information provided for in the instruction; and c) the non-observance of the deadline fixed in article 132 of Law No. 6.404/76, for the holding of the ordinary general assembly.

With regard to the delay in providing information, paragraph 1 of article 5 of CVM Instruction No. 452/07 provides that the Superintendent will determine the initiation of a sanctioning process when he concludes that the referred delay caused a risk of relevant damage to the market or to investors, considering, for this purpose, among other factors, and as the case may be, the amount and dispersion of the securities issued by the participant in circulation in the market, the number of clients of the supervised entity, the transactions usually intermediated by it, and the values under administration, management, or custody.

For its part, 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 to the provisions of that Instruction, and the CVM must communicate to the Public Ministry the occurrence of the events provided for in the referred Instruction that constitute a crime.

Therefore, the CVM may investigate through an administrative process the eventual responsibility of the administrators (and when applicable, the receiver, the trustee, the judicial administrator, the judicial manager, or the liquidator), members of the fiscal council, and shareholders of open companies for non-compliance with the provisions contained, especially in CVM Instructions No. 358/02 and 480/09 (article 9, item V, of Law No. 6.385/76).

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

2.6 Other hypotheses for cancellation of registration
2.6.1 Voluntary cancellation of registration
CVM Instruction No. 480/09 stipulates differentiated rules for the voluntary cancellation of registration, according to the category in which the issuer is registered.

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

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

As provided for in paragraph 3 of article 47, the consent of all holders of securities in circulation regarding the cancellation of registration may be proven alternatively by:
a) declaration of the fiduciary agent, if any; b) declaration of holders of securities attesting that they are aware and agree that, due to the cancellation of registration, the issuer's securities can no longer be traded in regulated markets; or c) unanimous deliberation in an assembly in which the totality of holders of securities is present.

As for the cancellation of registration in Category A, it will be conditioned, as established in article 48 of CVM Instruction No. 480/09, with wording given by CVM Instruction No. 586/17, to the proof that:
a) the conditions of article 47 have been met with regard to all securities in circulation, except shares and depositary receipts for shares; and b) the requirements of the public tender offer for acquisition of shares for cancellation of registration for trading of shares in the market have been met, in accordance with CVM Instruction No. 361/02.

It is worth commenting that CVM Instruction No. 361/02 determines that the cancellation of registration of an open company must be preceded by a Public Tender Offer for Acquisition of Shares (OPA), formulated by the controlling shareholder or by the open company itself, having as its object all shares issued by said company, as provided for in paragraph 4 of article 4 of Law No. 6.404/76 and according to the procedure stipulated therein.

As provided for in article 34 of the mentioned Instruction, exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure will be appreciated by the CVM Collegiate Body, for the purpose of dispensing or approving procedures and formalities to be followed, including with regard to the disclosure of information to the public, when applicable.

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

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

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

It is alerted that the constitution of a wholly-owned subsidiary does not bring as a consequence the cancellation of the issuer's registration. In these cases, it is necessary to send a request for cancellation of registration, in the case of Category A companies to the SRE and in the case of Category B companies to the SEP, in accordance with articles 49 and 50 of CVM Instruction No. 480/09, formalizing the request, without which the company, although a wholly-owned subsidiary, will continue subject to all obligations and penalties provided for in the current regulation, including those regarding the updating of the registration maintained at the CVM.

It is worth highlighting that it is mandatory to send the documents and periodic information whose delivery deadline is prior to the date on which the CVM promotes the cancellation, even with retroactive effects.

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

2.6.2 Ex officio cancellation of the issuer's registration due to its extinction
According to article 219 of Law No. 6.404/76, the company is extinguished by the closing of liquidation, as well as by incorporation or merger, and by spin-off with transfer of all assets to other companies.

In cases of incorporation, merger, or spin-off, the cancellation of the company's registration results from its extinction and is independent of the date of homologation by a government body, with the company being removed from the list of open companies from the date of the EGA that deliberated the incorporation, merger, or spin-off. In addition to the mandatory sending of the Minutes of the respective EGA via the Empresas.NET System, the company or its successor is requested to formally communicate said extinction to the SEP.

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

It is worth noting that, in view of article 223, paragraph 3, of Law No. 6.404/76, if the incorporation, merger, or spin-off involves an open company, the succeeding company will also be open, and must obtain the respective registration and, if applicable, promote the admission of trading of the new shares in the secondary market, within a maximum period of 120 (one hundred and twenty) days, counted from the date of the assembly that approved the operation, observing the pertinent norms issued by the Securities and Exchange Commission.

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

CVM Instruction No. 480/09, in its article 54, item I, provides that one of the hypotheses for the ex officio cancellation of the issuer's registration is its extinction.

The SEP will inform the issuer about the cancellation of its registration through a letter sent to its headquarters, according to the data contained in its Registration Form (see item 3.3.1), and through a notice on the CVM’s website, in accordance with the sole paragraph of Article 54 of Instruction CVM No. 480/09.

3 Periodic Information

3.1 Management Report

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

It is worth noting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of the same article requires that documents pertinent to matters included in the agenda of the Ordinary General Meeting (OGM) be made available to shareholders at the company’s headquarters up to one month before the scheduled date for holding the OGM (30 days). For issuers registered in Category A, to which Instruction CVM No. 481/09 applies, Articles 6 and 9 of said Instruction also require that, on that date, the documents and information be available on the CVM’s Internet page.

The Management Report must be prepared by issuers in line with the recommendations contained in CVM Advisory Opinion No. 15/87 and with the information they have disclosed in Section 10 of the Reference Form (Directors’ Commentary).

The Management Report should cover information regarding decisions taken based on guidance received from the controlling shareholder regarding the Company’s activities – investments, signing of contracts, pricing policy, among others –, as well as the effects of such decisions, quantifying whenever possible, in the Company’s performance. If applicable, it is also important to describe the main investments carried out as a result of the exercise of public policies.

Finally, the Report must address prospects and plans for the current and future fiscal years, especially those related to the goals the Company must pursue in meeting its corporate purpose, based on objective premises and grounds, and, if applicable, in light of what is defined in Multi-Year Plans.

It is emphasized that Article 2 of Instruction CVM No. 381/03 determines that issuers must disclose in the Management Report the following information regarding the provision, by the independent auditor or by parties related to them, of any service that is not external audit:

a) the date of contracting, the duration period, if greater than one year, and the indication of the nature of each service provided; b) the total value of contracted fees and their percentage relative to fees related to external audit services;

c) the policy or procedures adopted by the company to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors; and d) a summary of the justification presented by the auditor to the issuer’s management regarding the reasons why it understood that the provision of other services did not affect the independence and objectivity necessary for the performance of external audit services (Article 3 of the Instruction).

Even in the case where independent auditors have not provided other services besides external audit, the company must make this information clear in the Management Report.

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

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

3.2 Financial Statements

As provided for in paragraph 2 and the caput of Article 25 of Instruction CVM No. 480/09, the issuer must deliver to the CVM, via the Empresas.NET System (see Chapter 9), the financial statements and, if applicable, the consolidated financial statements on the same date they are made available to the public, a date that must not exceed, in the case of:

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

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

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

e) declaration by the directors responsible for having the financial statements prepared in accordance with the law or the articles of association, stating that they reviewed, discussed, and agree with the opinions expressed in the “opinion of the independent auditors” (independent auditor’s report), informing the reasons, in case of disagreement; f) declaration by the directors responsible for having the financial statements prepared in accordance with the law or the articles of association, stating that they reviewed, discussed, and agree with the financial statements; g) annual summary report, if the issuer adopts the statutory audit committee provided for in specific regulation; h) in the case of a securitization company, financial statements relating to each of the separate estates, by issuance of receivables certificates under fiduciary regime; and i) if any, opinion or report of an audit committee dealing with the financial statements, even if such committee is not adherent to Instruction CVM No. 308/99 or is not statutory.

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

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

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

In this regard, notwithstanding the obligation to send said opinion along with the financial statements, it must also be presented in the DFP, for now, in “Other Information that the Company Deems Relevant,” as explicitly stated, also, in item 3.3.3 of this Circular-Office.

In this sense, it is worth remembering that, through OFFICE-CIRCULAR/CVM/SNC/SEP/No. 01/2013, of 08/02/2013, OFFICE-CIRCULAR/CVM/SNC/SEP/No. 01/2016, of 18/02/2016, and OFFICE-CIRCULAR/CVM/SNC/SEP/No. 01/2017, of 12/01/2017, the CVM issued guidance regarding relevant aspects to be observed in the preparation of Financial Statements.

In this regard, it is recommended that companies separately inform debts in local currency and debts in foreign currency. In this sense, the Company can take as a basis the items provided for in the DFP and ITR forms (item codes nos. 2.01.04.01.01, 2.01.04.01.02, 2.02.01.01.01, and 2.02.01.01.02).

As provided for in Article 27 of Instruction CVM No. 480/09, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, these issuers may opt to prepare them according to:

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

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

It is worth remembering that foreign issuers headquartered in a member country of Mercosur must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUR DECISION No. 31/10 incorporated through CVM Deliberation No. 659/11. This decision was incorporated into Instruction CVM No. 480/09 through changes arising from Instruction CVM No. 552/14.

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

For publicly held companies, Article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Meeting (OGM), reminding that, in accordance with Article 295, paragraph 1, item “c” of the same law, consolidated financial statements must also be published.

In this case, the publication of a Notice to Shareholders is also necessary, 1 (one) month before the OGM (30 days), informing of the availability of financial statements at the company’s headquarters.

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

Article 289 of Law No. 6.404/76 determines that financial statements must be published in the official organ of the Union, State, or Federal District, depending on where the company’s headquarters is located, and in another newspaper of large circulation edited in the locality where the company’s headquarters is located.

Therefore, it suffices that the aforementioned media be used by the company for its publications, with no longer a need to publish in newspapers of large circulation in the localities where the company’s securities are traded on an exchange or in an over-the-counter market.

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

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

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

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

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

Given the importance of the document, in line with the provisions of Article 5 of Instruction CVM No. 358/02, the company must disclose its Financial Statements, whenever possible, before the start or after the closing of business on the exchange or in the organized over-the-counter market where the securities of its issuance are admitted to trading.

We highlight that sending the DFP Form does not exempt the sending of the financial statements that served as the basis for its completion.

We emphasize that Article 176 of Law No. 6.404/76 establishes that the responsibility for preparing the financial statements of a publicly held company lies with its board of directors.

Instruction CVM No. 480/09, in items V and VI of paragraph 1 of its Article 25, determines that the financial statements must be accompanied by declarations by the directors responsible for having them prepared, in accordance with the law or the articles of association, in which they state that (i) they reviewed, discussed, and agree with the opinions expressed in the independent auditor’s report, informing the reasons, in case of disagreement; and (ii) they reviewed, discussed, and agree with the financial statements.

The SEP has observed that, in certain cases, the aforementioned declarations are not signed by all directors of the Company to whom such competence is attributed. In this sense, we emphasize the need for said signatures to be fulfilled in compliance with items V and VI of §1 of Article 25 of Instruction CVM No. 480/09.

On 02.05.2013, CVM Deliberation No. 709 was issued, which approved Technical Orientation OCPC 06 – Presentation of Pro Forma Financial Information.

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

We have observed that this financial information has been sent in various different ways in the Empresas.net System (“Market Communication”; “Economic-Financial Data” or “Management Meeting”, for example).

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

Therefore, we orient that the sending of this pro forma financial information via the Empresas.net System be done through the Category: “Economic-Financial Data”/Type: “Additional Financial Statements”.

Meeting on 01.11.2016, the CVM Collegiate Body understood that the revocation of Instruction 207/94 removed the act of publishing summarized statements from the minimum mandatory informational set, but did not prohibit it from occurring spontaneously and additionally to this set.

According to this understanding, there would be no prior prohibition on the disclosure of financial statements in a summarized form in newspapers of large circulation, observing the content and form requirements established by Articles 14 to 19 of Instruction CVM No. 480/09 and recommending the indication of the newspapers and the dates of publication of the complete financial statements, according to Article 289 of Law 6.404/76.

We remind that these summarized financial statements do not confuse with the possibility of summarized publication, provided for in art. 19 of Law 13.043/14, for those companies that meet the requirements present in the list of art. 16 of said Law.

It is worth highlighting that, according to Article 25, Item VIII of Instruction CVM No. 308/99 (with wording given by Instruction CVM No. 591, of 26/10/2017), independent auditors must communicate the main audit issues in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the professional audit standards approved by the Federal Council of Accountancy – CFC.

In view of this, and in alignment with the decision of the CVM Collegiate Body, in a meeting on 07/02/2017, all registered open companies, foreign, and incentivized companies at the CVM must present their individual and consolidated financial statements, with a base date subsequent to the effectiveness of Instruction CVM No. 591/17, accompanied by an independent auditor’s report containing the section relating to key audit matters (KAM).

3.2.1 Financial Institutions Authorized to Operate by the Central Bank of Brazil

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

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

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

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

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

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

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

If Companies prepare and publicly disclose consolidated financial statements in a diverse accounting standard (for example, in observance of the norms issued by the Central Bank), they must send them, via the Empresas.NET System, on the same date of their disclosure to the public, through the category “Economic-Financial Data”, type “Additional Financial Statements.”

Letter-Circular No. 3.435/10 established that, for the purposes of preparing the opening balance sheet of consolidated accounting statements, according to the pronouncements issued by the IASB, the following opening dates should be observed:

I - January 1, 2010, for institutions that do not present consolidated accounting statements in a comparative manner; II - January 1, 2009, for institutions that opt to make a comparative presentation of consolidated accounting statements for the years 2010 and 2009; or III - January 1, 2008, for institutions that opt to make a comparative presentation of consolidated accounting statements for the years 2010, 2009, and 2008.

Circular No. 3.516/10 extended to up to one hundred and twenty days the deadline provided for in Article 1 of Circular No. 3.472, of October 23, 2009, for the disclosure of consolidated accounting statements, prepared based on the international accounting standard issued by the International Accounting Standards Board (IASB), referring to the base date of December 31, 2010.

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

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

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

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

In 2013, the Brazilian Federation of Banks – FEBRABAN presented a consultation to the Superintendence of Corporate Relations, through which it requested that the understanding be adopted that the preparation of consolidated interim financial statements in IFRS would not be mandatory for financial institutions. In light of this and considering the provisions of Article 22 of Law No. 6.385/76, the Superintendence of Corporate Relations submitted the matter for appreciation by the Central Bank of Brazil, which has been maintaining contact with the CVM and continues to analyze the issue.

3.2.2 Early disclosure of financial information

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

It should be remembered that, in accordance with Article 14 of CVM Instruction No. 480/09, the information disclosed must be true, complete, consistent, and must not mislead investors.

It is emphasized that this exceptional disclosure must be made through a Relevant Fact, since, by definition, financial statements are considered relevant by CVM Instruction No. 358/02.

Finally, it should be remembered that, in the event of early disclosure of financial information, the period of prohibition on trading provided for in Article 13, paragraph 4, of CVM Instruction No. 358/02 is also advanced.

3.2.3 Capital budget

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

Regarding issuers registered in Category A to which CVM Instruction No. 481/09 applies, it is alerted that the aforementioned Instruction requires, through item II of paragraph 1 of Article 9 and item 15 of Annex 9-1-II, that, if there is a proposal for profit retention provided for in a capital budget, the company must make available to shareholders, up to one month before the date scheduled for the holding of the AGM, information about the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Article 196 of Law No. 6.404/76, comprising all sources of resources and capital applications, fixed or current.

The other issuers, although not subject to the form and content of the information required by CVM Instruction No. 481/09, must make available to shareholders, up to one month before the date scheduled for the holding of the AGM, information about the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Articles 133 and 196 of Law No. 6.404/76, comprising all sources of resources and capital applications, fixed or current.

The capital budget must be sent to the CVM, via Module IPE of the Empresas.NET System, category "Assembly", type "AGM" or "AGM/E", species "Administration Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided for in Article 25, paragraph 1, item IV, of CVM Instruction No. 480/09 (see item 3.2).

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

3.3 Periodic Forms

3.3.1 Registration Form

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

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

The Registration Form must be filled out and sent to the CVM through the Empresas.NET program, available for download on the CVM website, at the link "http://www.cvm.gov.br/menu/regulados/companhias/prog-empnet.html".

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

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

This confirmation must be made by delivering the first version of the Registration Form of the current year, by May 31, its filling out must be carried out completely and appropriately to what CVM Instruction No. 480/09 requires, observing, even, art. 14 of the aforementioned instruction.

It should be noted that, from January 1 of each year, the sending or resubmission of standardized forms (Reference Form – FRE, Standardized Financial Statements – DFP, Quarterly Information – ITR and Quarterly Report of Securitization Company) entails the creation of the Registration Form of the current year, version 1, for its link to the standardized document to be delivered.

Finally, we alert that letter "c" of item 2.1 of the Registration Form was changed to also request the trading code of each species or class of shares admitted to trading, as given by CVM Instruction No. 586/17.

3.3.2 Reference Form

a. Annual submission of the Form

Reference Form is an electronic document, of periodic and eventual submission, provided for in Article 24 of CVM Instruction No. 480/09, whose content reflects Annex 24 of the aforementioned Instruction. In the case of issuers registered in Category B, the fields marked with "X" are optional to fill out.

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

The annual presentation of the reference form should occur, preferably, after the holding of the AGM. With this procedure it will already be possible to include in the document, for example, information about eventual election and remuneration of administrators.

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

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

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

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

In the annual submission of the Reference Form, the "FRE Reference" must be indicated as the end date of the social exercise to which the Form to be delivered refers.

The Reference Form must be filled out and sent to the CVM through the Empresas.NET program (see Chapter 9), available for download on the CVM website, at the link "Document Submission". The guidelines for the preparation of the Form can be consulted in this Circular Letter (see 10).

b. Update of the Reference Form

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

a) change of administrator, member of the fiscal council, member of statutory committee or member of audit, risk, financial and remuneration committees, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the administrative or management bodies of the issuer as consultants or auditors;

b) change in social capital;

c) issuance of new securities, even if subscribed privately;

d) change in the rights and advantages of the securities issued;

e) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer;

f) when any natural or legal person, or group of people representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;

g) incorporation, share incorporation, merger or spin-off involving the issuer;

h) change in projections or estimates or disclosure of new projections and estimates;

i) celebration, alteration or rescission of shareholders' agreement filed at the headquarters of the issuer or from which the controller is a party regarding the exercise of voting rights or control power of the issuer;

j) declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; and

k) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation.

With regard to this, for the purposes of art. 24, paragraph 3, item II of CVM Instruction No. 480/09, change of social capital is considered, not only increases and reductions of social capital, but also splits, consolidations, and cancellations of shares.

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

a) change of administrator;

b) issuance of new securities, even if subscribed privately;

c) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer;

d) incorporation, share incorporation, merger or spin-off involving the issuer;

e) change in projections or estimates or disclosure of new projections and estimates;

f) declaration of bankruptcy, judicial or extrajudicial reorganization or judicial homologation of extrajudicial reorganization; and

g) communication, by the issuer, of the change of the independent auditor in accordance with specific regulation.

In the case of election of administrators, we also remind that the Reference Form must be updated, within the regulatory deadline, even if in the election the administrators were reappointed, given the change of mandates.

In the update of a Reference Form already delivered, which implies the delivery of a new version, issuers must inform, in the "Presentation Type" field, whether the update refers to a "Spontaneous Resubmission" or "Resubmission by CVM/B3 Requirement".

In addition, in the "IPE Protocol (Object of the last change)/Reason for Resubmission" field, the issuer must clearly state all sections and items of the form that have been altered, with the inclusion of a brief description of the reason for each change. Issuers must also inform if the resubmission is due to a request for registration of public distribution of securities.

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

In the case of variations in share positions around the percentages of 5%, 10%, 15% and so on, it is highlighted that the need to update the Reference Form is triggered exclusively by the position of investors in shares, and not in derivative contracts referenced in these shares.

Thus, although the investor's obligation to make the communication provided for in Article 12 of CVM Instruction No. 358/02 takes into account positions in derivatives, the update of the Reference Form by the issuer will be necessary only in cases where the aforementioned percentages are exceeded due to the investor's position in shares.

In addition, the form must record the quantity and percentage of shares held by investors, disregarding, for these purposes of updating the Reference Form, the shares referenced in derivative contracts held by the investor.

In accordance with art. 24-A of CVM Instruction No. 480/09, if there is a change in the president or investor relations director after the submission of the reference form, the new occupant of the position is responsible for the information of this document that are updated, after the date of their appointment, due to the hypotheses provided for in §§ 3 and 4 of art. 24 of this Instruction, observing the registration category of the issuer.

In updates resulting from §§ 3 and 4 of art. 24, the declaration must have the content provided for in item 1.2 of the reference form, as provided for in paragraph 1 of art. 24-A of CVM Instruction No. 480/09.

It is necessary to alert, finally, that the general guidelines contained in Chapter 10 of this Circular Letter regarding updatable fields of the Reference Form do not constitute and should not be understood as an exhaustive list, being the obligation of the issuer to verify and update all fields of the Form that, in its specific case, are impacted by the occurrence of the events provided for in paragraphs 3 and 4 of Article 24.

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

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

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

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

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

Thus, we alert issuers that the persons responsible for the content of the Reference Form must ensure the permanent quality of the document, it not being expected that in the resubmission resulting from a request for registration of public distribution the information contained therein undergoes substantial alterations, beyond those that would necessarily have to be made to update the document in this situation, including in cases expressly provided for in Annex 24 of CVM Instruction No. 480/09.

In the event of the resubmission of the reference form due to a request for registration of public distribution of securities, the new occupants of the positions of president and investor relations director must sign the declaration provided for in item 1.1 of the reference form, as provided for in paragraph 1 of art. 24-A of CVM Instruction No. 480/09.

3.3.3 Standardized Financial Statements – DFP

The Standardized Financial Statements Form (DFP) is an electronic document, of periodic submission provided for in Article 21, item IV, of CVM Instruction No. 480/09, whose submission to the CVM must be done through the Empresas.NET System (see Chapter 9).

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

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

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

In this sense, according to a decision by the CVM Board, of 15.7.2014 (REG. No. 8620/13), in an analysis of a consultation formulated by IBRACON, there is no obligation to fill out the information relating to the penultimate exercise in DFP Forms, in cases where the financial statements relating to the same period do not contain this data.

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

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

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

It is also emphasized that, according to the provisions of item 3.2 of this Circular Letter, notwithstanding the obligation to send the summary report of the Statutory Audit Committee provided for in art.31-D, item VI, of CVM Instruction No. 308/99 together with the financial statements, it must also be presented in the DFP, for now, in "Other Information that the Company Deems Relevant".

In the case of a Non-Statutory Audit Committee or a Statutory Audit Committee not adhering to CVM Instruction No. 308/99, the sending of the opinion, when issued, will be mandatory.

Given the importance of the document, in line with the provisions of Article 5 of CVM Instruction No. 358/02, the company must disclose its DFP Form, whenever possible, before the start or, preferably, after the closing of business on the stock exchange or over-the-counter market where the securities of its issuance are admitted to trading.

The DFP Form must be disclosed simultaneously with the disclosure of the company's Financial Statements.

3.3.4 Quarterly Information – ITR

Article 29 of CVM Instruction No. 480/09 provides for the submission of forms regarding quarterly information (ITR) by registered issuers, with submission to the CVM to be made through the Empresas.NET system (see Chapter 9 item).

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

The count of the 45 (forty-five) day period after the end of each quarter of the fiscal year begins on the first day (business or non-business) following the closing of the quarter, adjusting the final date if it is a holiday or weekend, extending it to the next business day.

We draw attention to the fact that, according to the request contained in Item II of paragraph 1 of the aforementioned Article 29 (with wording given by CVM Instruction No. 586, of 06/08/2017), the ITR Form must be accompanied by the special review report issued by an independent auditor registered with the CVM, as well as by the directors' declarations provided for in Items V and VI of paragraph 1 of Article 25 of the aforementioned Instruction.

The obligation of the Fiscal Council regarding the ITR Form is provided for in Item VI of Article 163 of Law No. 6.404/76.

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

Members of the Fiscal Council cannot excuse themselves from acting diligently in the supervision of the company's business and the preparation of financial statements, under the justification that there is no legal provision to issue an opinion on the interim financial information.

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

Thus, in the understanding of the SEP, it is recommended, although not mandatory, the preparation and disclosure, together with the electronic ITR forms, of the Fiscal Council's Opinion.

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

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

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

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

Given the importance of the document, in line with the provisions of Article 5 of CVM Instruction No. 358/02, the company must disclose its ITR Form, whenever possible, before the start or, preferably, after the closing of trading on the stock exchange or organized over-the-counter market in which its securities are admitted to trading.

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

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

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

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

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

In any case, companies must disclose the date on which authorization was granted for the issuance of the accounting statements and who provided such authorization, that is, they must inform which corporate body authorized its disclosure and on what date, in line with the requirement provided for in item 17 of Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09.

3.3.5 Securitization Company Quarterly Report

CVM Instruction No. 480/09 stipulates that issuers whose object is the securitization of credits must send a quarterly report to the CVM, within the same deadline for submission of the Quarterly Information Forms – ITR and Standardized Financial Statements – DFP.

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

The Securitization Company Quarterly Report, whose content must reflect the provisions of Annex 32-II to CVM Instruction No. 480/09, must be sent through the Empresas.NET system (see Chapter 9).

Guidance for the preparation of the Securitization Company Quarterly Report can be obtained in CIRCULAR LETTER/CVM/SIN/SEP/No. 01/2012 5.

3.3.6 Report on the Brazilian Corporate Governance Code – Open Companies

See http://www.cvm.gov.br/legislacao/oficios-circulares/sin-sep/oc-sin-sep-0112.html

The report on the Brazilian Corporate Governance Code – Open Companies is the electronic document whose content reflects Annex 29-A, of CVM Instruction No. 480/09.

The issuer registered in category A authorized by a market administrator entity to trade shares or depositary receipt of shares on a stock exchange must deliver the report on the Brazilian Corporate Governance Code – Open Companies, within 7 (seven) months from the date of closing of the fiscal year.

This report will have mandatory application:
I – on January 1, 2018, for those companies that, on the date of publication of this Instruction, have at least one species or class of shares of their issuance included in any of the following general indices representative of securities portfolios: a) Brazil 100 Index – IBrX-100; or b) Bovespa Index – IBOVESPA; and II – on January 1, 2019, for other issuers registered in category A authorized by a market administrator entity to trade shares on a stock exchange.

The structured form for filling out and delivering this document is being prepared, so the SEP will communicate to issuers its availability in due course.

3.4 Ordinary General Assembly – OGA

According to the statement of Article 132 of Law No. 6.404/76, annually, in the first four months following the end of the fiscal year, there must be an ordinary general assembly (OGA) to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

Under Article 60, Item III, of CVM Instruction No. 480/09, failure to observe the deadline set in Article 132 of Law No. 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.

3.4.1 Notice of Article 133 of Law No. 6.404/76

Article 133 of Law No. 6.404/76 establishes that administrators must communicate, up to 1 (one) month before the date set for the holding of the OGA, by announcements published in the manner provided for in Article 124 (see item 3.4.3), that the documents indicated below are available to shareholders, specifying in the announcements the location or locations where shareholders can obtain copies of these documents:
a) the administration report on social business and the main administrative facts of the closed year; b) the copy of the financial statements; c) the report of the independent auditors; d) the opinion of the fiscal council, including dissenting votes, if any; and e) other documents pertinent to matters included on the agenda.

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

The OGA that gathers all shareholders may consider the lack of publication of the announcements or the non-observance of the deadlines referred to in Article 133 of Law No. 6.404/76 and in Item VIII of Article 21 of CVM Instruction No. 480/09 to be cured, but the publication of the documents and their sending via the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of Article 133).

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

3.4.2 Administration's Proposal for OGA

a. Issuers registered in Category A

Regarding the minimum documents and information that must be made available to shareholders when convening the OGA, open companies registered in Category A that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation, thus considered the company's shares, with the exception of those owned by the controlling shareholder, persons linked to him, the company's administrators and those held in treasury, must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding the provisions of Articles 8 to 21 of this Instruction.

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of this article requires that documents pertinent to matters included on the agenda of the OGA be made available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the OGA (30 days), and it is also required by Article 21, VIII, of CVM Instruction No. 480/09 that, within the same deadline, all documents necessary for the exercise of the right to vote at the OGA must be available on the CVM's Internet page.

Furthermore, Article 9 of CVM Instruction No. 481/09 provides, for issuers registered in Category A to which CVM Instruction No. 481/09 applies, that within the same deadline above, the following documents and information must be available on the CVM's Internet page:

a) administration report on social business and the main administrative facts of the closed year (included in Financial Statements and in the DFP form – see items 3.2 and 3.3.3); b) copy of the financial statements (sent via the Empresas.NET System – see item 3.2); c) administrators' comment on the company's financial situation, as per item 10 of the Reference Form (“Directors' Comments”) (sent, via the Empresas.NET System, in the “Assembly” category, type “OGA” or “OGA/E”, species “Administration Proposal”, subject “Administrators' comment on the company's financial situation”); d) report of the independent auditors (included in Financial Statements and in the DFP form – see items 3.2 and 3.3.3); e) opinion of the fiscal council, including dissenting votes, if any (included in Financial Statements and in the DFP form – see items 3.2 and 3.3.3, as well as sent via the Empresas.NET System by virtue of Item VI of Article 30 of CVM Instruction No. 480/09, in the “Board Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion on Financial Statements”); f) DFP form (sent via the Empresas.NET System – see Chapter 9); g) proposal for the destination of the net profit of the year that contains, at a minimum, the information indicated in Annex 9-1-II of the Instruction (sent via the Empresas.NET System by the “Assembly” category, type “OGA” or “OGA/E”, species “Administration Proposal”, subject “Destination of Results”); and h) opinion of the audit committee, if any (sent via the Empresas.NET System by the “Board Meeting” category, type “Audit Committee”, species “Minutes”, subject “Opinion on Financial Statements” – see item 3.2).

It should be noted that the administration's proposal for the destination of the net profit must contain, at a minimum, the information required in Annex 9-1-II of CVM Instruction No. 481/09, and should not be limited to the enumeration of the 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.

Regarding the information required in Annex 9-1-II of CVM Instruction No. 481/09, it is worth clarifying that the information to be provided in items 2 and 5 of the aforementioned annex have different purposes, namely:

in item 2, the company must inform the total amount and the per share value of dividends and/or interest on equity capital, including values already advanced, that is, if the company has approved the distribution of dividend and/or interest on equity capital in advance and still has a value to be declared, the information to be provided is the sum of both values (already advanced and to be declared);
in item 5, the company must inform about the proposal for the distribution of dividend and/or interest on equity capital that will be submitted to the approval of the assembly, discounted any values already approved in advance, whether such values are paid or not.

Additionally, it is worth noting that in item 5.d of Annex 9-1-II of CVM Instruction No. 481/09, the date that will be used to identify the shareholders who will have the right to receive the dividend and interest on equity capital to be declared in the assembly must be informed, and not the payment date of the said event. The date or payment deadline must be in item 5.b of the same annex.

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

According to the decision of the Collegiate Body of 09/27/2011 (Process CVM RJ2010/14687) 6, companies that have recorded a loss in the year are not obliged to present the information indicated in Annex 9-1-II of CVM Instruction No. 481/09.

Companies that fall into this situation must inform in the Administration's Proposal that Annex 9-1-II of CVM Instruction No. 481/09 is not being presented due to the recording of a loss in the year.

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

For this reason, we alert issuers that, if the election of administrators or members of the fiscal council or the fixing of their remuneration are included on the agenda of the OGA, issuers registered in Category A to which CVM Instruction No. 481/09 applies must provide, at a minimum, the documents and information required by Articles 10 and 12 of CVM Instruction No. 481/09 within 1 (one) month before the date scheduled for the holding of the conclave.

If the bylaws or eventual nomination or indication policy establish minimum requirements for the indication of members of the Board of Directors or the Fiscal Council, the Administration's Proposal must indicate the adherence of the candidates' profile to these requirements, thus allowing the informed decision of shareholders.

It is also recommended to disclose the minutes of the Board of Directors or Nomination, Indication or equivalent committee meeting, if any, in which the adherence of the indicated candidates to these requirements was analyzed.

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

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

To comply with the requirement of Article 10 of CVM Instruction No. 481/09, companies registered in category A to which CVM Instruction No. 481/09 applies must present the information required for items 12.5 to 12.10 of the Reference Form, as per Annex 24 of CVM Instruction No. 480/2009.

To comply with the requirement of Article 9, Item III, and Article 12, Item II, of CVM Instruction No. 481/09, companies registered in category A to which CVM Instruction No. 481/09 applies must present the information required for sections 10 and 13 of the Reference Form, as per Annex 24 of CVM Instruction No. 480/2009. According to the understanding expressed by the CVM Collegiate Body in a meeting held on 11/04/2014 (Processes CVM No. RJ2013/4386 and No. RJ2013/4607) 7, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general assembly of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 8, the most appropriate procedure is the disclosure, in the convocation notice, that on its agenda will be deliberated the number of members to compose the Board of Directors of the Company.

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

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

In line with the provisions of Article 6, Item II, of CVM Instruction No. 481/09, companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 10 of CVM Instruction No. 481/09.

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

“Article 141. (...) §7º Whenever, cumulatively, the election of the board of directors takes place under the multiple voting system and holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement who hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to those elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

In the case of companies with Depositary Receipts traded abroad (such as ADRs), it is emphasized that, if voting is exercisable by DR holders, this prerogative must be exercised to the greatest possible degree of equality with shareholders.

The suggested method of disclosure is through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it concerns the indication of candidates for the board of directors/audit committee presented by minority shareholders.

Furthermore, we remind you that regarding the indication of candidates for the board of directors/audit committee, companies that adopt mandatory or optional remote voting must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6).

We call attention to the fact that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates up to a certain deadline prior to the date set for the meeting.

These practices, however, should be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted by Law No. 6,404/76. According to the understanding issued by SEP, requirements for the presentation of information about candidates prior to the meeting, even if provided for in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members to the Board of Directors and the Audit Committee at the very moment of the meeting.

In order to allow investors a better understanding of the remuneration proposal (item I of article 12 of CVM Instruction No. 481/09) and to support the decision to be made by them, it is recommended that issuers include, in the remuneration proposal, information on:

a) the period to which the remuneration proposal refers (for example, from the current GSM to the next); b) values approved in the previous proposal and values actually realized, clarifying the reason for any differences; and c) any differences between the values of the current proposal and the previous proposal and those contained in item 13 of the company's Reference Form, clarifying, for example, if they result from the non-correspondence between the period covered by the proposals (letter "a") and the period covered by the Reference Form (fiscal year).

Whenever the agenda of the meeting includes an item regarding the provision of an indemnity commitment for administrators, it is recommended that the management proposal include, among the other necessary information for shareholders to make a decision, the following:

a) the reason why management preferred to propose the provision of an indemnity commitment instead of entering into a civil liability insurance contract with similar coverage (CVM Process No. RJ2009/8316) 9; b) the quoted premium value of civil liability insurance that provides coverage similar to the proposed indemnity commitment; c) whether the guarantee offered by the provision of the indemnity commitment will include the payment or reimbursement of indemnities that administrators may be required to pay when held liable for damages caused to third parties or to the company as a result of willful unlawful acts or any unlawful acts practiced before the provision of the indemnity commitment; d) whether the guarantee offered by the provision of the indemnity commitment will include the payment or reimbursement of fines resulting from conviction in a criminal action or in an administrative process or pecuniary obligations provided for in agreements to close administrative processes supported by administrators; e) in case of a positive answer to at least one of the two previous items, why management believes that such guarantee would be in the best interest of the company; f) the main clauses contained in the indemnity commitment, including the global or annual limit of coverage guaranteed to beneficiaries, when applicable, as well as the coverage period established in said commitment; and g) which body of the company will be competent to determine the payment or reimbursement to which administrators are entitled under the terms of the indemnity commitment and how such body will deal with conflicts of interest inherent to the decision.

Regarding the provision in the previous paragraph, it should be clarified that the provision by the company of the guarantees mentioned in items "c" and "d" or other guarantees not mentioned above may be considered a violation of the duty of loyalty of the shareholders who approve the indemnity commitment, under corporate legislation, if the benefit of the commitment to the company is not proven.

It is emphasized that the above is a recommendation of SEP, notably regarding the provision of information about indemnity commitments, and that this topic is under analysis by the Market Development Superintendence (SDM) for future guidance by the CVM Board.

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

See http://www.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html.

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

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

Finally, it is highlighted that there is no possibility of dispensing with the delivery of the Management Proposal for issuers registered in Category A to which CVM Instruction No. 481/09 applies, since, at a minimum, the company must provide up to 1 (one) month before the date set for the holding of the GSM the administrators' comments on the company's financial situation, in accordance with item 10 of the Reference Form, as required by article 9, item III, of CVM Instruction No. 481/09.

It is also emphasized that, in accordance with paragraph 4 of article 133 of Law No. 6,404/76, the attendance of all shareholders at the GSM only allows the delivery of the Management Proposal outside the deadline provided for in the caput of the article if this document is published before the holding of the meeting.

b. Issuers registered in Category B and in Category A to which CVM Instruction No. 481/09 does not apply

Although CVM Instruction No. 481/09 does not apply to open companies registered in Category B and to those registered in Category A to which CVM Instruction No. 481/09 does not apply, it is worth alerting that these issuers are obliged, in accordance with article 133, item V, of Law No. 6,404/76 and article 21, item VIII, of Instruction No. 480/09, to send the other relevant documents regarding matters included in the agenda of the meeting (sent via the Empresas.NET System, category "Meeting", type "GSM" or "GSM/E", species "Management Proposal", choosing relevant matters according to the guidance provided in this Letter (see item "a" above).

The management proposal for the GSM must be delivered up to one month before the date set for the holding of the meeting (30 days).

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

If the GSM is also convened to elect administrators or members of the audit committee or to fix the remuneration of administrators, issuers registered in Category B and those registered in Category A to which CVM Instruction No. 481/09 does not apply must provide sufficient information so that shareholders can know the candidates indicated for election and the proposed remuneration policy. Such information must be included in the management proposal, which must be sent via the Empresas.NET System, category "Meeting", type "GSM" or "GSM/E", species "Management Proposal", subject "Election of members of the Boards of Directors and Audit Committee" or "Remuneration of administrators and councilors".

If the bylaws or any appointment or indication policy establish minimum requirements for the indication of members of the Board of Directors or the Audit Committee, the Management Proposal must indicate the adherence of the candidates' profile to these requirements, thus allowing the informed decision of shareholders.

It is also recommended to disclose the minutes of the meeting of the Board of Directors or the Nomination, Indication, or equivalent committee, if any, in which the adherence of the nominees to said requirements was analyzed.

According to the understanding recorded by the CVM Board in a meeting held on 11/04/2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 10, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provision in paragraph 7 of article 141 of Law No. 6,404/76 11, the most appropriate procedure is the disclosure, in the convening notice, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated.

Furthermore, the CVM Board understood, on the same occasion, that the management proposal must contain the possible scenarios regarding the number of members to be elected, either by means of multiple voting or, if this is not requested, by majority voting. This is because this represents fundamental information for minority shareholders, in order to support their mobilization regarding the multiple voting process.

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

10 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 11 "Article 141. (...) §7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be ensured to a shareholder or group of shareholders linked by a voting agreement who hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body."

In line with the provision in article 6, item II, of CVM Instruction No. 481/09, companies must disclose information about candidates for the Board of Directors and Audit Committee proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by management or by controlling shareholders by virtue of article 10 of CVM Instruction No. 481/09.

These practices, however, should be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted by Law No. 6,404/76. According to the understanding issued by SEP in the analysis of a concrete case, requirements for the presentation of information about candidates prior to the meeting, even if provided for in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members to the Board of Directors and the Audit Committee at the very moment of the meeting.

According to the decision of the Board of 09/27/2011 (CVM Process RJ2010/14687) 12, companies that have incurred a loss in the fiscal year are exempt from presenting information regarding the allocation of the fiscal year's result.

Companies that fall into this situation must inform in the Management Proposal that information regarding the allocation of the fiscal year's result is not being presented due to the determination of a loss in the fiscal year.

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

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

12 See http://www.cvm.gov.br/decisoes/2011/20110927_R1/20110927_D01.html

3.4.3 Convening Notice for GSM

In accordance with item II of paragraph 1 of article 124 of Law No. 6,404/76, the convening of a general meeting of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date, and time of the meeting, the agenda, with the deadline for the first convening being 15 (fifteen) days and for the second convening, 8 (eight) days, except in the case of compliance with the provision in paragraph 4 of article 124 of Law No. 6,404/76. However, SEP recommends that the convening notice for GSM or GSM/E be published and disclosed in the Empresas.NET System with at least 30 days' advance notice relative to the holding of the meeting, simultaneously with the Management Proposal.

It is worth remembering that, in accordance with the caput and the sole paragraph of article 8 of CVM Instruction No. 559/15, the issuer of shares that serve as collateral for a sponsored DR program must convene a general meeting with a minimum advance notice of 30 (thirty) days, except in cases where the species or class of shares underlying the certificates does not have voting rights on any of the matters contained in the agenda of the respective meeting.

It is emphasized that for the holding of a meeting in second convening, a new Notice must be published. It is considered irregular to include the second convening of the GSM already in the Notice of the first convening.

Thus, in the event that the GSM is not installed in the first convening, a new convening must occur through the publication of a new notice that must inform, in addition to the agenda, the location, date, and time at which the meeting will be held in second convening. The said meeting cannot be held, in second convening, in a period less than 8 (eight) days, counted from the date on which the second notice was published (item II, of paragraph 1, of article 124, of Law No. 6,404/76).

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

In the case of meetings intended for the election of members to the Board of Directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting, in accordance with article 141 of Law No. 6,404/76, must appear, mandatorily, in the convening notice, as determined in article 4 of CVM Instruction No. 481/09 and article 3 of CVM Instruction No. 165/91.

Upon receipt of a request for the adoption of the multiple voting process and verified that it meets the provision in article 141 of Law No. 6,404/76 and CVM Instruction No. 165/91, the company must disclose, through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Adoption of the multiple voting process", that the election of the board of directors may take place by this process, as this is important information to instruct the decision to be taken by shareholders at the meeting.

Furthermore, we remind you that regarding the adoption of the multiple voting process, companies that adopt mandatory or optional remote voting must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6).

According to the understanding recorded by the CVM Board in a meeting held on 11/04/2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 13, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provision in paragraph 7 of article 141 of Law No. 6,404/76 14, the most appropriate procedure is the disclosure, in the convening notice, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated.

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

A copy of the convening notice for the ordinary general meeting must be sent to CVM, via the Empresas.NET System, category "Meeting", types "GSM" or "GSM/E", species "Convening Notice", up to 15 (fifteen) days before the date set for the holding of the ordinary general meeting or on the same day of its first publication, whichever occurs first, in accordance with item VII of article 21 of CVM Instruction No. 480/09.

13 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 14 "Article 141. (...) §7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be ensured to a shareholder or group of shareholders linked by a voting agreement who hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body."

We remind you, finally, that Law No. 12,431/11 altered provisions of Law No. 6,404/76, which now provides in the sole paragraph of article 121 that, in open companies, the shareholder may participate and vote remotely in a general meeting, in accordance with CVM Instruction No. 481/09.

3.4.4 Summary and Minutes of GSM

According to the provision in items IX and X of article 21 of CVM Instruction No. 480/09, summaries of decisions of the ordinary general meeting must be sent, via Module IPE of the Empresas.NET System, on the same day of its holding, by the category "Meeting", types "GSM" or "GSM/E", species "Summary of Decisions", as well as the minutes of the GSM, up to 7 (seven) business days after its holding, with indication of the dates and newspapers of their publication by the category "Meeting", types "GSM" or "GSM/E", species "Minutes".

In this sense, it is worth observing that the summary of decisions taken at the meeting (provided for in item IX of article 21 of CVM Instruction No. 480/09) is not confused with the minutes of the GSM (provided for in item X of article 21 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of article 130 of Law No. 6,404/76, may be drafted in the form of a summary of the facts that occurred.

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

It is highlighted that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions if the issuer delivers the minutes of the general meeting on the same day of its holding, as provided for in paragraph 2 of article 30 and the sole paragraph of article 31. For the use of this facility, however, it is necessary that the issuer send the complete minutes of the general meeting on the same day of the holding of the meeting.

In this sense, we highlight that, in accordance with item X of article 21 of CVM Instruction No. 480/09, the minutes of the GSM must be accompanied, in the same file, by any declarations of vote, dissent, or protest. In addition, the minutes must contain all documents referenced and related to the deliberations of the meeting, such as contracts.

Whenever possible, the minutes of GSM archived at CVM must also contain the attendance list and the exact quorum for installation and approval of a specific matter.

It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and audit committee, without prejudice to the disclosure of the final voting map detailed in art. 21-W, §6º, II of CVM Instruction No. 481/09.

3.4.5 Remuneration of Administrators/Fiscal Councilors

Pursuant to Article 152 of Law No. 6,404/76, “the general assembly shall fix the global or individual amount of remuneration for administrators, including benefits of any nature and representation allowances.” This amount must encompass all and any form of remuneration, including, but not limited to, salary, pró-labore, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits, item 8.

According to the understanding set forth by the CVM Collegiate in a meeting held on 10.03.2015 (CVM Process No. RJ2014/6629 15), amounts paid to administrators based on stock option plans or other types of stock-based remuneration plans, as they constitute part of their remuneration, must be approved in the manner prescribed by Article 152 of Law No. 6,404/76. Furthermore, disclosure requirements in the Reference Form (items related to administrator remuneration and stock-based remuneration plans) must be met, and the provisions of Articles 12 and 13 of CVM Instruction No. 481/2009 must be observed.

Regarding the remuneration of the fiscal councilor, §3 of Article 162 of Law No. 6,404/76 establishes that this remuneration may not be less, for each member in office, than ten percent of the average amount attributed to each director, excluding profit-sharing.

We remind you that members of the board of directors may verify whether the administration of the Open Company observes the cited provision through the information disclosed in section 13 of the Reference Form, which must be updated annually, in compliance with §1 of Article 24 of CVM Instruction No. 480/09.

Furthermore, the detailed description of the composition of directors' remuneration must be included in the respective administration proposal in which it is deliberated, as provided for in Articles 12 and 13 of CVM Instruction No. 481/09.

If the fiscal councilor considers that this data is insufficient to attest compliance with §3 of Article 162 of Law No. 6,404/76, they may, at their sole discretion, request additional information from the administrators, based on §2 of Article 163 of the aforementioned law.

3.5 Trustee Report and Communications

Law No. 6,404/76 determines, in letters “b” and “c” of paragraph 1 of Article 68, that trustees must, respectively:

15 See http://www.cvm.gov.br/decisoes/2015/20150310_R1/20150310_D9342.html and http://www.cvm.gov.br/decisoes/2015/20150602_R1/20150206_D9342.html

a) annually, prepare and make available to debenture holders, within 4 (four) months of the closing of the company's fiscal year, a report informing of relevant events occurring during the fiscal year, related to the execution of obligations assumed by the company, to the assets securing the debentures, and to the constitution and application of the amortization fund, if any; the report must also contain the trustee's declaration regarding their aptitude to continue in the exercise of the function; b) notify debenture holders, within a maximum period of 60 (sixty days), of any default by the company in fulfilling obligations assumed in the issuance deed.

Thus, it is the responsibility of issuers of debentures admitted to trading in regulated markets in Brazil to submit the report provided for in item XI of Article 21 of CVM Instruction No. 480/09, via the IPE Module of the Empresas.NET System, through the category “Economic-Financial Data”, type “Trustee Report”, within 4 (four) months of the closing of the fiscal year or on the same day of its disclosure by the trustee, whichever occurs first.

Furthermore, without prejudice to the provisions of Article 3 of CVM Instruction No. 358/02, communications from the trustee prepared in compliance with Article 68, paragraph 1, letter “c” of Law No. 6,404/76 must be forwarded by issuers to the CVM, immediately upon receipt of the notification sent by the trustee, via the IPE Module of the Empresas.NET System, category “Economic-Financial Data”, type “Notification of the trustee to debenture holders”, as provided for in Articles 30, item XX, and Article 31, item IX, both of CVM Instruction No. 480/09.

The rights, obligations, and duties established by Law No. 9,514/97 and the rules governing the exercise of the function of trustee for debenture holders apply to the trustee of Real Estate Receivable Certificates (CRI). Thus, CRI trustees must obligatorily submit their report regarding CRI issuances whose public offering registration requests were made after 03/01/2005, in accordance with CVM Instruction No. 414/04. The same applies to the trustee of Agricultural Receivable Certificates (CRA), when applicable, according to a decision issued by the CVM Collegiate on 18/11/2008 16.

Thus, it is the responsibility of issuers of receivable certificates admitted to trading in regulated markets in Brazil to submit the report provided for in item XII of Article 21 of CVM Instruction No. 480/09, via the IPE Module of the Empresas.NET System, through the category “Economic-Financial Data”, type “Trustee Report”, within 4 (four) months of the closing of the fiscal year or on the same day of its disclosure by the trustee, whichever occurs first.

16 See http://www.cvm.gov.br/noticias/arquivos/2008/20081121-1.html

4 Main Eventual Information
4.1 Material Act and Fact

Pursuant to 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 resolution of the general assembly or the company's administrative bodies, or any relevant fact occurring in their business, that may materially influence the decision of market investors to sell or buy securities issued by the company.

CVM Instruction No. 358/02, in turn, regulates the disclosure and use of information regarding material acts or facts, the disclosure of information in the trading of securities issued by open companies by controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision, and also in the acquisition of a significant lot of shares issued by an open company, and the trading of shares of an open company pending the disclosure of a material fact to the market.

It should be noted that on 05/02/2014, CVM Instruction No. 547/14, amending CVM Instruction No. 358/02, was published, which relaxed the regime for disclosing information regarding material acts or facts. The main objective of this reform was to offer open companies the option to disclose material fact communications via news portals present on the internet and not only in major circulation newspapers. The new Instruction entered into force on 10/03/2014.

According to paragraph 7 of Article 3 of CVM Instruction No. 358/02, as amended by CVM Instruction No. 547/14, any changes to the communication channels used, including the adoption of the channel provided for in item II of paragraph 4 of Article 3 of CVM Instruction No. 358/02, must be preceded by (i) updating the material fact disclosure policy, in accordance with Article 16 of CVM Instruction No. 358/02; (ii) updating the company's registration form; and (iii) disclosing the change to be implemented, in the manner previously used by the company to disclose its material facts. In the event of replacing the news portal with an internet page used for the disclosure of material acts and facts with another, it is necessary to update the registration form and disclose a material fact regarding the subject, but there is no need to amend the material fact disclosure policy.

According to Article 3 of CVM Instruction No. 358/02, it is the responsibility of the Investor Relations Department (DRI) to send to the CVM, via an electronic system available on the CVM's website on the world wide web, and, if applicable, to the stock exchange and over-the-counter market entity where the company's securities are admitted to trading, any material act or fact occurring or related to its business (defined in Article 2 of this Instruction), as well as to ensure its broad and immediate dissemination, simultaneously, in all markets where such securities are admitted to trading.

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

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

Although the Instruction provides for the possibility of disclosing a material fact before the start of trading in a market, it is understood as a best practice that disclosure occurs preferentially after the close of trading in all countries where the securities are traded, allowing a longer period for investors to analyze the effects resulting from the disclosed information.

If disclosure before the opening of the trading session is necessary, it must be made at least 1 (one) hour in advance, in order to avoid delays in the start of trading.

When it is not possible for the company to disclose a material fact outside of trading hours, the Investor Relations Director may request, always simultaneously to the stock exchanges and over-the-counter market entities, national and foreign, where the company's securities are admitted to trading, the suspension of trading of the open company's securities for the time necessary for the adequate dissemination of the relevant information, in accordance with paragraph 2 of Article 5 of CVM Instruction No. 358/02. It should be noted that the request for suspension of trading is not mandatory, but optional, in these cases.

Furthermore, regarding the trading suspension procedure, it is highlighted that on 01.04.2018, a new wording for Article 5, §2, of CVM Instruction No. 358/02 (amended by CVM Instruction No. 590/17) will enter into force, which explicitly refers to the procedures provided for in the regulations issued by stock exchanges and over-the-counter market entities.

The submission of the file containing the text of the material act or fact must be done via the IPE Module of the Empresas.NET System, category “Material Fact”, before or simultaneously with its disclosure through the channels provided for in Article 3, paragraph 4, of CVM Instruction No. 358/02 (major circulation newspapers habitually used by the company or news portal present on the Internet), informing the respective locations and dates of disclosure. The disclosure of information that constitutes a material fact must, under no circumstances, be made in the category “Market Communication”, Type: “Other Communications Not Considered Material Facts” (see item 4.1.1).

The obligation to disclose via the IPE Module of the Empresas.NET System is independent of the issuer's registration category, as determined in Article 30, item X, and Article 31, item VI, of CVM Instruction No. 480/09.

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

If controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision, have personal knowledge of a material act or fact and confirm the DRI's omission in fulfilling their duty to communicate and disclose, including in the case 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 material act or fact to the CVM, in accordance with Article 3, §2 of CVM Instruction No. 358/02.

Exceptionally, according to paragraph 5 of Article 157 of Law No. 6,404/76 and the caput of Article 6 of CVM Instruction No. 358/02, material acts or facts may be withheld if controlling shareholders or administrators believe that their disclosure would jeopardize the legitimate interest of the company.

In cases where controlling shareholders or administrators believe that revealing the material fact may jeopardize the legitimate interest of the Company, a request for an exception to immediate disclosure may be addressed to the President of the CVM in a sealed envelope, which must contain the word “Confidential”, in accordance with Article 7, paragraph 1, of CVM Instruction No. 358/02.

Nevertheless, by virtue of the sole paragraph of Article 6 of CVM Instruction No. 358/02, administrators and controlling shareholders are obliged to, directly or through the DRI, immediately disclose the material fact, in the event 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 thereto.

In order to give effect to the rule of immediate disclosure in the above-mentioned cases, the DRI, whenever possible, must prepare a document regarding the confidential material fact that can be disclosed in the cases provided for in the cited provision. It is also advisable that the DRI have pre-approved documents translated into the languages of all countries where the securities are admitted to trading, so that disclosure can be made quickly in case of urgency.

In these cases, paragraph 2 of Article 5 of CVM Instruction No. 358/02 must also be observed, which deals with the disclosure of material acts or facts during trading hours, including the changes resulting from CVM Instruction No. 590/17.

It should be highlighted that the CVM has understood that, in the event of information leakage or if the company's securities exhibit atypical oscillation, the material fact must be immediately disclosed, even if the information refers to ongoing negotiations (not concluded), initial discussions, feasibility studies, or even merely the intention to carry out the business (see judgment of Process CVM RJ2006/5928 17 and PAS CVM No. 24/05 18). If relevant information escapes the control of the administration or if there is atypical oscillation in the quotation, price, or quantity traded of the securities issued by the open company or referenced thereto, the DRI must inquire of persons with access to material acts or facts, with the aim of verifying whether they have knowledge of information that should be disclosed to the market.

17 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070417_RJ20065928.html 18 See http://www.cvm.gov.br/sancionadores/sancionador/2008/20081007_2405.html

Therefore, in cases where failures in the disclosure of material acts or facts are identified, without prejudice to the investigation of possible use of insider information, the DRI, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision, are subject to the determination of liability for any violation 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.

Once the circulation of news in the press involving information not yet disclosed by the issuer, via the IPE Module of the Empresas.NET System, or the circulation of news that adds a new fact to already disclosed information is confirmed, it is the responsibility of the company's administration, and especially its DRI, to analyze the potential impact of the news on trading and, if applicable, to respond immediately regarding the aforementioned news, via the IPE Module of the Empresas.NET System, and not only after receiving a query from the CVM or B3.

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

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

The information subject to disclosure must be expressed in clear and objective language, must be true, complete, consistent, and must not mislead the investor, as required in Article 3, paragraph 5, of CVM Instruction No. 358/02, and in Articles 14 to 19 of CVM Instruction No. 480/09.

For example, the company must refrain from expressing value judgments, particularly regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions.

It is further emphasized that the same rules provided for in the regulations governing the disclosure of information apply to disclosures made on social media, notably those regulating the disclosure of relevant information (CVM Instruction No. 358/02) and establishing general rules regarding the content and form of information that issuers must observe (Articles 14 to 19 of CVM Instruction No. 480/09). This means, for example, that administrators and controlling shareholders: (a) may only disclose information regarding material acts or facts on social media, after or simultaneously with the disclosure of such information through the communication means currently admitted in CVM Instruction No. 358/02; and (b) must disclose on social media, as well as in any other medium or document, information that is true, complete, consistent, and does not mislead the investor, as required in Article 14 of CVM Instruction No. 480.

Based on Article 3, paragraph 6, and Article 4 of CVM Instruction No. 358/02, the CVM may determine the disclosure, correction, amendment, or republication of information regarding the material act or fact, as well as request additional clarifications regarding its disclosure.

We remind you that the eventual provision of additional clarifications requested by the CVM does not replace the initial obligation to disclose the material fact that led to the aforementioned request. In this sense, if the CVM sets a deadline for the provision of additional clarifications, and the investor relations director observes this deadline, such director may still be held liable if it is found that they should have promoted the disclosure of a material fact before any request by the CVM.

It is alerted that, pursuant to Article 18 of CVM Instruction No. 358/02, violation of the provisions contained in the aforementioned Instruction constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385/76.

4.1.1 Distinction Between Material Fact and Market Communication

CVM Instruction No. 358/02 defines a material act or fact as any decision of a controlling shareholder, resolution of the general assembly or the administrative bodies of the open company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurring or related to its business that may materially influence:
a) the quotation of the securities issued by the open company or referenced thereto; b) the decision of investors to buy, sell, or hold those securities; c) the decision of investors to exercise any rights inherent to the status of holder of securities issued by the company or referenced thereto.

Unlike Market Communication, the disclosure of a material fact is subject to specific formality: immediate disclosure to the CVM, stock exchanges, or over-the-counter market entities where the open company trades its securities, and disclosure through the press (publication in a major circulation newspaper habitually used by the company) or via a news portal present on the Internet (which makes available, in a section accessible free of charge, the information in its entirety). The submission to the CVM and the exchange is done via the filing of the information in the IPE Module of the Empresas.NET System, in the category “Material Fact”.

“Market Communication” represents a category created in the IPE Module of the Empresas.NET System for the disclosure of communications provided for in CVM Instruction 358/02 (such as the communication of acquisition or alienation of significant participations provided for in Article 12, whose publication is only required in the cases provided for in paragraph 5 of this article) or other information not characterized as a material act or fact, which the company considers useful to disclose to shareholders or the market (such as material disclosed in meetings with analysts, etc.). Clarifications provided by companies regarding queries formulated by the CVM or the exchange are also filed in this category. It should be noted that for each of these cases, there is an appropriate “type” within the chosen “category” in the IPE Module of the Empresas.NET System.

The distinction between a material act or fact and the “Market Notice” lies in the content of the information disclosed. If the company believes that the information has the potential to affect quotations or investment decisions, it must be treated internally and disclosed in the manner required for material information, which includes publication in newspapers of wide circulation habitually used by the company or disclosure on a news portal present on the Internet (which makes the information available in its entirety in a section accessible free of charge), as provided for in CVM Instruction No. 358/02.

It should be clarified that there is no requirement for the disclosure of material information to be made with the placement of a specific title in the document, such as “Material Fact” (as occurs in the disclosure of financial statements or minutes of meetings of administrative bodies where a deliberation characterizes itself as a material act or fact), although it is useful and recommended for good communication with shareholders and the market that there be an indication of the importance of the disclosed information.

4.2 Extraordinary General Meeting (EGM), Special Meeting (SM), Debentureholders’ Meeting (DM) and Meeting of Holders of Agricultural Receivables Certificates (AHRC) or Real Estate (AHRCR)

4.2.1 Call Notice for EGM, SM, DM, AHRC or AHRCR

In accordance with item II, paragraph 1, of Article 124 of Law No. 6.404/76, the calling of a general meeting of shareholders of a public company shall be made by means of an announcement published at least three times, containing, in addition to the location, date and time of the meeting, the agenda, and, in the case of bylaws reform, the indication of the matter, with the advance notice period for the first call being 15 (fifteen) days and for the second call, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of Article 124 of Law No. 6.404/76. By virtue of the provisions of paragraph 2 of Article 71 of Law No. 6.404/76, the provisions of the aforementioned law regarding the general meeting of shareholders apply, where applicable, to the meeting of debentureholders.

By analogy, the above time limits must be observed in the case of calling a meeting of holders of agricultural or real estate receivables certificates.

It is recommended, however, that companies adopt, whenever possible, the minimum period of 30 (thirty) days for the calling of the EGM, SM, DM, AHRC or AHRCR, similar to what is already required by Article 9 of CVM Instruction No. 481/09 for the Administration Proposal for the Ordinary General Meeting (OGM), so that shareholders, debentureholders or holders of agricultural or real estate receivables certificates have sufficient time to analyze the deliberations to be taken and, eventually, articulate to participate in the meeting.

It should be remembered that, in accordance with the main body and sole paragraph of Article 8 of CVM Instruction No. 559/15, the issuer of shares that serve as collateral for a sponsored DR program must call a general meeting with a minimum advance notice of 30 (thirty) days, except in cases where the species or class of shares underlying the certificates does not have the right to vote on any of the matters on the agenda of the respective meeting.

It is emphasized that for the holding of a meeting in second call, a new Call Notice is required. It is considered irregular to include the second call of the EGM, SM, DM, AHRC or AHRCR already in the Call Notice of the first call.

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

As in the case of OGMs, the call notices for Extraordinary General Meetings (EGM), Special Meetings (SM), Debentureholders’ Meetings (DM) and Meetings of holders of agricultural or real estate receivables certificates (AHRC or AHRCR) of issuers registered in both Category A and Category B must expressly enumerate, in the agenda, all matters to be deliberated, and the use of the heading “general matters” for matters that require assembly deliberation is prohibited.

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

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

Furthermore, we remind you that regarding the adoption of the multiple voting process, companies that adopt remote voting obligatorily or facultatively must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6).

According to the understanding set forth by the CVM Collegiate Body in a meeting held on 11/04/2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 19, the definition of the number of members of the Board of Directors, when the corporate bylaws provide for a minimum and maximum number, must be the subject of deliberation in the general meeting of shareholders.

19 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 20, the most appropriate procedure is the disclosure, in the call notice, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated.

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

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

According to item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must send, through the IPE Module of the Empresas.NET System, category “Assembly”, type “EGM”, “SM”, “DM”, “AHRC” or “AHRCR”, species “Call Notice”, the call notices for extraordinary, special, debentureholder and holders of agricultural or real estate receivables certificates meetings, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76.

We remind you that Law No. 12.431/11 altered provisions of Law No. 6.404/74, which came to provide in the sole paragraph of Article 121 that, in public companies, the shareholder may participate and vote remotely in the general meeting, in accordance with CVM regulation.

CVM Instruction No. 561/15 regulated the remote voting procedure, as stated in item 7.1.6 of this Circular Letter.

20 “Article 141. (...) §7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to those elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

4.2.2 Administration Proposal for EGM, SM, DM, AHRC or AHRCR

a. Administration Proposal – Category A – companies that are authorized by a market regulatory entity to trade shares on a stock exchange

As provided for in paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 30 of CVM Instruction No. 480/09, the documents pertinent to the matter to be debated at the EGM, SM or DM must be made available to shareholders or debentureholders, at the company’s headquarters, upon publication of the first announcement calling the general meeting. In addition, issuers of securities registered in Category A that are authorized by a market regulatory entity to trade shares on a stock exchange must send all documents necessary for the exercise of the right to vote in extraordinary, special and debentureholder meetings 21 by means of an electronic system available on the CVM page on the worldwide computer network (IPE Module of the Empresas.NET System), as determined by item II of Article 30 of CVM Instruction No. 480/09.

In the case of issuers registered in Category A to which CVM Instruction No. 481/09 applies, it is worth alerting that CVM Instruction No. 481/09 came to provide for the minimum documents and information that must be made available to shareholders whenever the general meeting is called to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent to the CVM, through the IPE Module of the Empresas.NET system (see Chapter 9), by the date of publication of the first call announcement, except when Law No. 6.404/76, CVM Instruction No. 481/09 or another norm issued by the CVM establishes a longer deadline.

Thus, when calling a general meeting of shareholders, issuers registered in Category A to which CVM Instruction No. 481/09 applies must pay attention to the provisions of the aforementioned Instruction, especially regarding the provisions in its Articles 8 to 21.

The sending of the documents and information required in Articles 8 and 10 to 21 for issuers registered in Category A to which CVM Instruction No. 481/09 applies must be done, through the IPE Module of the Empresas.NET System, in the manner specified below, upon publication of the first call announcement of the general meeting:

a) information provided for in Article 8 of CVM Instruction No. 481/09, to be included in the administration proposal and sent by the category “Assembly”, type “OGM/E”, “EGM” or “SM”, species “Administration Proposal”, subject “Matter of special interest of a related party”;

21 As provided for in paragraph 2 of Article 71 of Law No. 6.404/76, combined with paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 30 of CVM Instruction No. 480/09, the documents pertinent to the matters to be debated at the debentureholders’ general meeting must be made available, at the company’s headquarters, upon publication of the first call announcement of the general meeting. These documents and the information necessary for the exercise of the right to vote must be made available to the public through the IPE Module of the Empresas.NET System, category “Assembly”, type “DM”, species “Administration Proposal”.

b) information indicated in Article 10 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Election of members of the Boards of Directors and Fiscal Council”; c) information provided for in Article 11 of CVM Instruction No. 481/09, to be included in the administration proposal and sent by the category “Assembly”, type “OGM/E”, “EGM” or “SM”, species “Administration Proposal”, subject “Bylaws reform”; d) Information indicated in Article 12 of CVM Instruction No. 481/09 to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Remuneration of administrators and councilors”; e) information indicated in Article 13 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Share-based Remuneration Plan”; f) information indicated in Article 14 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Capital Increase”, with the exception of the: (i) Fiscal Council’s opinion on capital increase (item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent by the category “Administration Meeting”, type “Fiscal Council”, species “Minutes”, subject “Opinion on capital increase”; (ii) reports and studies that underpinned the fixing of the issue price in capital increase (item 5, letter “k”, of Annex 14 of CVM Instruction No. 481/09) to be sent by the category “Economic-Financial Data”, type “Valuation Report”, subject “Report used in capital increase”; (iii) valuation report of assets (item 5, letter “s”, sub-item “iii”, of Annex 14 of CVM Instruction No. 481/09) to be sent by the category “Economic-Financial Data”, type “Valuation Report”, subject “Asset valuation report”. g) information indicated in Article 15 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E” or “EGM”, species “Administration Proposal”, subject “Issuance of debentures” or “Issuance of subscription warrants”; h) information indicated in Article 16 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Capital Reduction”, with the exception of the Fiscal Council’s Opinion on capital reduction (Item 3 of Annex 16 of CVM Instruction No. 481/09), to be sent by the category “Administration Meeting”, type “Fiscal Council”, species “Minutes”, subject “Opinion on capital reduction”; i) information indicated in Article 17 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, “SM”, species “Administration Proposal”, subject “Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization”; j) information indicated in Article 18 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”,
species “Administration Proposal”, subject “Reduction of mandatory dividend”; k) information indicated in Article 19 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Acquisition of control of another company”, with the exception of the studies and reports that underpinned the negotiation of the acquisition price of control (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent by the category “Economic-Financial Data”, type “Valuation Report”, subject “Report used in control acquisition”; l) information indicated in Article 20 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Right of Withdrawal”, highlighting that the reports that serve as the basis for the calculation provided for in item 9, letter “a”, of Annex 20 of CVM Instruction No. 481/09 must be sent by the category “Economic-Financial Data”, type “Valuation Report”, subject “Report based on net asset value at market prices or other criterion accepted by the CVM”; m) information indicated in Article 20-A of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”; n) information indicated in Article 20-B of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Acquisition of shares issued by the company itself” or “Alienation of shares issued by the company itself”, as the case may be; and o) information indicated in Article 21 of CVM Instruction No. 481/09, to be sent by the category “Assembly”, type “OGM/E”, “EGM”, species “Administration Proposal”, subject “Choice of Appraisers”.

Even in cases where the meeting comes to deal with more than one of the subjects related in CVM Instruction No. 481/09, a single document “Administration Proposal” containing the respective annexes must be sent, through the IPE Module of the Empresas.NET System, mentioning, in the subject, the respective items of the agenda.

It should be noted that, even when the subjects included in the agenda of the EGM or SM are not provided for in CVM Instruction No. 481/09, it will be necessary to present a proposal with the information and documents necessary for shareholders to understand the matter to be deliberated in the meeting. This is because, as provided for in CVM Instruction No. 480/09, the information and documents provided to shareholders must be true, complete and consistent, drafted in clear, objective and concise language and must not induce investors to error. In accordance with item II of Article 30 of CVM Instruction No. 480/09, the obligation to present a proposal with the information and documents necessary for debentureholders to understand the matter to be deliberated in the meeting also applies to the DM.

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

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

In line with the provisions of Article 6, item II, of CVM Instruction No. 481/09, and without prejudice to the provisions in Chapter III-A of the aforementioned Instruction (see item 7.1.6), companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by the administration or by controlling shareholders by virtue of Article 10 of CVM Instruction No. 481/09.

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

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

We draw attention to the fact that some companies already adopt this practice and allow in their Corporate Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates until a certain advance notice period before the date set for the meeting.

These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. Requirements for the presentation of information about candidates prior to the meeting, even if provided for in the Corporate Bylaws, cannot be used as an imposition, to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members to the Board of Directors and the Fiscal Council at the very moment of the meeting.

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

b. Administration Proposal – Category B and companies in Category A to which CVM Instruction No. 481/09 does not apply

As provided for in paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents pertinent to the matter to be debated at the EGM, SM or DM 22 must be made available to shareholders, at the company’s headquarters, upon publication of the first announcement calling the general meeting and by means of an electronic system available on the CVM page on the worldwide computer network (IPE Module of the Empresas.NET System).

Analogously, the same obligation to make available the documents pertinent to the matter to be debated in the meeting also applies to meetings of holders of agricultural or real estate receivables certificates (AHRC or AHRCR). Thus, even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and to those registered in category A included in § 2 of art. 1 of the aforementioned Instruction, these must send, on the same date of publication of the first call announcement of the meeting, by virtue of the provisions of paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote in the EGM or SM, including those that are expressly required by Law No. 6.404/76 or by Instructions issued by the CVM.

The sending of the documents and information necessary for the exercise of the right to vote must be done through the IPE Module of the Empresas.NET System, category “Assembly”, type “OGM/E”, “EGM”, “SM”, “DM”, “AHRC” or “AHRCR”, as the case may be, species “Administration Proposal”, choosing relevant subjects according to the guidelines provided in this circular (see item “a”).

It should be noted that, even in cases where the meeting comes to deal with more than one subject, a single document “Administration Proposal” containing the respective annexes must be sent, through the IPE Module of the Empresas.NET System, mentioning, in the subject, the respective items of the agenda.

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

22 As provided for in paragraph 2 of Article 71 of Law No. 6,404/76, combined with paragraph 3 of Article 135 of Law No. 6,404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents relevant to the matters to be debated at the bondholders' general meeting must be made available at the company's headquarters upon the publication of the first notice of convocation of the general meeting. The sending of documents and information necessary for the exercise of voting rights must be done through Module IPE of the Empresas.NET System, category "Assembly", type "AGDEB", species "Management Proposal".

The documents must contain the information necessary to understand the matters to be discussed at the meeting. As provided for in CVM Instruction No. 480/09, the information and documents provided to shareholders, bondholders, and holders of agricultural or real estate receivable certificates must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not mislead investors.

It is recommended that, in line with Article 6, item II, of CVM Instruction No. 481/09, and without prejudice to the provisions of CVM Instruction No. 561/15 for those companies that adopted remote voting in 2016 (see item 7.1.6), companies registered in Category B and those registered in Category A for which CVM Instruction No. 481/09 does not apply, disclose information about candidates for the Board of Directors and the Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by management or controlling shareholders by virtue of Article 10 of CVM Instruction No. 481/09.

The suggested form of disclosure is through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it concerns the indication of candidates for the Board of Directors/Fiscal Council presented by minority shareholders.

We draw attention to the fact that some companies already adopt this practice and stipulate in their Bylaws that non-controlling shareholders may present candidates for the Board of Directors, provided that these shareholders present information about the candidates by a certain deadline prior to the date scheduled for the meeting.

These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6,404/76. The requirements to present information about candidates prior to the meeting, even if provided for in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6,404/76 to indicate and elect members to the Board of Directors and the Fiscal Council at the time of the meeting itself.

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

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

4.2.3 Summary and minutes of the EGM, EGMSP, EGMDB, EGMCRA or EGMCRI

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

By analogy, issuers must submit the summaries of decisions of meetings of holders of agricultural or real estate receivable certificates (EGMCRA or EGMCRI), on the same day the meeting takes place, via Module IPE of the Empresas.NET System, category "Assembly", types "EGMCRA" or "EGMCRI", species "Summary of Decisions", as well as the minutes of the meetings, within 7 (seven) business days of its holding, via the Empresas.NET System, category "Assembly", types "EGMCRA" or "EGMCRI", species "Minutes". In this sense, it should be noted that the summary of decisions taken at the meeting (provided for in item III of Articles 30 and 31 of CVM Instruction No. 480/09) does not coincide with the minutes of the EGM or EGMDB (provided for in item IV of Articles 30 and 31 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of Article 130 of Law No. 6,404/76, may be drawn up in the form of a summary of the facts occurred.

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

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

In this sense, we highlight that, in accordance with item IV of Article 30 (companies registered in Category A) and item IV of Article 31 (companies registered in Category B) of CVM Instruction No. 480/09, the minutes of the EGM, EGMSP or EGMDB must be accompanied, in the same file, by any declarations of vote, dissent or protest. In addition, the minutes must contain all documents referenced and related to the deliberations of the meeting, such as contracts.

Whenever possible, EGM, EGMSP and EGMDB minutes filed with the CVM must also contain the attendance list and the exact quorum for installation.

Similarly, the minutes of EGMCRA or EGMCRI must be accompanied, in the same file, by any declarations of vote, dissent or protest, as well as contain all documents referenced and related to the deliberations of the meeting, such as contracts. And, whenever possible, the aforementioned minutes must also contain the attendance list and the exact quorum for installation.

It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the Board of Directors and Fiscal Council.

4.3 Projections

The disclosure of projections is information of a relevant nature, subject to the determinations of CVM Instruction No. 358/02, and the company's Disclosure Policy must even contemplate the adoption of this practice. According to item XXI of the sole paragraph of Article 2 of CVM Instruction No. 358/02, the modification of projections disclosed by the company is an example of a relevant fact. In the same way, the initial disclosure of projections or the disclosure of projections regarding periods different from those of projections previously disclosed are also considered relevant facts, therefore the determinations of CVM Instruction No. 358/02 apply.

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

The absence of some element in statements or disclosures (such as, for example, relevant premises, parameters, methodologies adopted and deadlines) by the Company and its administrators does not remove the essence of the projection, only indicating that a certain statement or disclosure does not meet the requirements of completeness and consistency required by Article 14 of ICVM 480 in all information disclosed by the issuer. It should be emphasized that the SEP's action, with regard to the analysis of information disclosed by Companies to the market, seeks to avoid that unofficial information is provided, without clear methodology, and disconnected from its planning.

The use of words or expressions different from "projection" or "estimate" does not alter the essence of a certain statement nor, therefore, its ability to guide shareholders, potential investors, analysts or other professionals on the Company's expectation regarding the information disclosed to the market.

In this regard, it is important to differentiate the concepts of projection, the disclosure of which is optional and is informed in section 11 of the reference form, from the concept of trend. The trend does not coincide with projection because it is not quantified.

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

As determined by paragraph 2 of Article 20 of CVM Instruction No. 480/09, projections and estimates must be reviewed periodically, at an interval of time appropriate to the object of the projection, which in no case may exceed 1 (one) year.

The issuer must also compare, quarterly, in the field "Comment on the behavior of business projections" of Forms ITR and DFP (see items 3.3.3 and 0), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of Article 20 of CVM Instruction No. 480/09).

In addition, the Reference Form (Item 11. Projections) must be updated within 7 (seven) business days from the alteration or disclosure of new projections or estimates (item IX of §3 or item V of §4 of Article 24 of CVM Instruction No. 480/09), without prejudice to the disclosure of a Relevant Fact, in the form of Article 3 of CVM Instruction No. 358/02.

It is emphasized that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of Article 20 of CVM Instruction No. 480/09), and it is not appropriate to refer to generic terms such as "Market Analyst Reports".

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

Finally, if the disclosed projections are discontinued, this fact must be informed in the appropriate field of the Reference Form, accompanied by the reasons that led to their loss of validity, as well as disclosed as a Relevant Fact.

4.4 Shareholder Agreement

Without prejudice to the disclosure of a Relevant Fact regarding the signing of shareholder agreements, in accordance with Article 2 of CVM Instruction No. 358/02, issuers registered in Category A must submit to the CVM, via Module IPE of the Empresas.NET System:
a) Shareholder agreements, their amendments and other corporate pacts filed with the issuer, within 7 (seven) business days from their filing, in the category "Shareholder Agreement"; b) Information about shareholder agreements of which the controller or controlled and affiliated companies of the controller are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer's securities, containing, at minimum, date of signing, term of validity, parties and description of the provisions relating to the issuer, within 7 (seven) business days from the issuer's knowledge of its existence, in the category "Information about shareholder agreements provided for in Article 30, item XIX, of IN No. 480/09".

It is emphasized that the alteration of its clauses, its extinction due to term or resolutory condition, or the signing of a new shareholder agreement implies its update with the CVM.

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

4.5 Group Convention

According to item IX of Article 30 of CVM Instruction No. 480/09, the controlling company and its controlled companies that constitute, in the form of Article 265 of Law No. 6,404/76, groups of companies, obligating themselves to combine resources or efforts to carry out their respective objects, or to participate in common activities or ventures, are obliged to send a copy of the convention to the CVM, via Module IPE of the Empresas.NET System, category "Group Convention", within a period of up to 7 (seven) business days from its signing.

It should be noted that Law No. 6,404/76, when providing for 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".

4.6 Bankruptcy Petitions and Sentences

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

It is alerted that the declaration of bankruptcy is one of the hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of Article 24 of CVM Instruction No. 480/09 (see item b), as well as entails the presentation of a new version of the Registration Form, in accordance with Art. 23 of CVM Instruction No. 480/09.

4.7 Petitions and Sentences Involving Judicial and Extrajudicial Recovery

Without prejudice to the disclosure of a Relevant Fact regarding the petition or declaration of judicial or extrajudicial recovery, in accordance with Article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, via Module IPE of the Empresas.NET System, the following documents provided for in Article 30, items XXI to XXV, and in Article 31, items XII to XVI, of CVM Instruction No. 480/09, within the deadlines indicated:
a) initial petition for judicial recovery, with all documents that instruct it, on the same day of the protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Initial Petition"; b) judicial recovery plan, on the same day of the protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Recovery Plan"; c) sentence denying or granting the judicial recovery petition, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences"; d) petition for homologation of the extrajudicial recovery plan, with the accounting statements raised specifically to instruct the petition, on the same day of the protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Petition for homologation of extrajudicial recovery plan"; e) sentence denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences".

It is alerted that the declaration of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of Article 24 of CVM Instruction No. 480/09 (see item b), as well as entail the presentation of a new version of the Registration Form, in accordance with Art. 23 of CVM Instruction No. 480/09.

4.8 Negotiations by Administrators, Persons Related to Them, and Controlled, Affiliated Companies and the Company Itself with Securities Issued by the Company

Article 11 of CVM Instruction No. 358/02 provides for the periodic disclosure of transactions carried out:
a) by directors and members of the Board of Directors, the Fiscal Council, and any organs with technical and advisory functions created by statutory provision; b) by the company itself, its controlled and affiliated companies.

In the case of the natural persons referred to above, as provided for in Article 11, caput and paragraph 4, of CVM Instruction No. 358/02, the communication must be made to the open company (via the DRI), indicating the quantity, characteristics, price and date of the transactions and the manner of acquisition or alienation of the securities issued by it and of controlled or controlling companies, or referred to by it, of which they are holders:
a) within 5 (five) days after the completion of each transaction; b) on the first business day after assuming office; and c) when presenting the documentation for the registration of the company as open.

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

To avoid duplication, when the same person is a member of the Board of Directors and the Executive Board, the securities held by them must be disclosed exclusively in the amount of securities held by members of the Board of Directors.

If the company presents information regarding the securities negotiated and held by controlling shareholders, the positions of administrators (Board of Directors and Executive Board) who, in this case, are also controlling shareholders must, in the consolidated form, appear in the "Control" group, while in the individual form all qualifications in which the individual fits (controller, member of the Board of Directors, director, member of the Fiscal Council or member of a technical or advisory body) must appear. It is emphasized, especially with regard to transactions carried out by the natural persons referred to in Article 11 of CVM Instruction No. 358/02, that any transaction carried out by them must be reported to the DRI and will result in the mandatory sending to the CVM of the Form provided for in paragraph 6 of the same Article 11 within 10 days after the end of the month in which such movement occurs, regardless of modification of the final balance. It is recommended that both the persons mentioned in the caput of Article 11 of CVM Instruction No. 358/02 and the DRI keep archived the proof of sending and receipt of messages exchanged regarding the movements carried out.

Some companies disclose in the Form the motivation of relevant transactions carried out by administrators, which is a recommended practice. For example, the purchase of shares made by administrators motivated by the exercise of purchase options previously granted in option plans can be disclosed in the forms (individual and consolidated), specifying in the Operation column the text "Purchase motivated by exercise of options granted in option plan".

In both the case of transactions by legal entities and the case of natural persons, the DRI must send, in accordance with paragraph 5 of Article 11 of CVM Instruction No. 358/02, the information subject to the cited article, monthly to the CVM, until 10 (ten) days after the end of each month in which changes in the positions held occur or in the month in which the assumption of office of the persons cited occurs.

These information must be forwarded via Module IPE of the Empresas.NET System, category "Securities Negotiated and Held (Article 11 of CVM Instruction No. 358)", type "Consolidated Position", "Individual Position", "Individual Position – Company, Subsidiaries and Affiliates" and "Possession of Administrator (II of §4 of Art. 11/358)", noting that the form templates for completion are available on the CVM website at the link “http://sistemas.cvm.gov.br/?padroesxml”.

With the objective of having complete and reliable information, it is requested that Companies, as many issuers already do, voluntarily submit the forms, even in months when no movements or changes in the positions of administrators and related parties were verified. In this case, the forms must be completed with the information that, during that period, there was no negotiation of securities of the company, its subsidiary, its holding company, or its affiliate, repeating the initial balance values in the final balance.

The information must be forwarded in three files. One must contain the forms of individual positions held by each administrator or related party. Another must contain the consolidated position of the members of each body (management board, board of directors, audit committee, and technical or advisory bodies). A third file must contain forms of individual positions of the company itself, its subsidiaries, and its affiliates.

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

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

Both in the individual forms and in the consolidated form, in the event that there was more than one purchase operation or more than one sale operation on the same day, of the same type of security, the Company may choose to disclose the information of each negotiation separately (date, quantity, and price) or to disclose the total quantity of the day's negotiations, in which case the value to be informed in the "Price" column must be the average price, weighted by volume, of the operations carried out on that date. It is emphasized, however, that in both cases, purchase and sale operations must be disclosed separately, i.e., it is not permitted to omit reporting purchase operations because there were sale operations on the same day or vice versa.

It is emphasized that CVM Instruction No. 590/17 included paragraph 9 in Article 11 of CVM Instruction No. 358/02, which equated to negotiation with securities issued by the company, its holding companies, or its subsidiaries (in the latter two cases, provided they are public companies), the application, redemption, and negotiation of quotas of investment funds whose regulations provide that their stock portfolio consists exclusively of shares issued by the company, its subsidiary, or its holding company.

Finally, the additions of paragraphs 10 and 11 to Article 11, promoted by CVM Instruction No. 590/17, must also be observed.

4.9 Relevant Transactions

By virtue of Article 12 of CVM Instruction No. 358/02, any natural or legal person, or group of persons, acting jointly or representing the same interest, who comes to carry out a relevant transaction with shares representing the share capital of a public company, is obliged to, immediately after the operation, communicate to the Company the change in its participation.

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

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

It should also be noted that, in accordance with Article 20 of Instruction No. 358/02, the obligation of communication commented here:
a) applies to both transactions carried out on stock exchanges and over-the-counter markets, organized or not, as well as those carried out without the intervention of an institution part of the distribution system in Brazil and abroad; and b) extends to transactions carried out directly or indirectly by the persons referred to in Article 12 of the aforementioned regulation, whether such transactions are carried out through a controlled company or through third parties with whom a trust or portfolio management or share administration contract is maintained.

It is also alerted that indirect transactions are not considered those carried out by investment funds of which the persons mentioned in Article 12 are quota holders, provided that such funds are not exclusive, nor can the administrator's negotiation decisions be influenced by the quota holders, as provided in Article 20, sole paragraph, of CVM Instruction No. 358/02.

4.9.1 Recipient of the Obligation

In accordance with Article 12 of CVM Instruction No. 358/02, the obligation to send a notice to the public company, reporting the operation, lies with the investor who reaches the whole multiples of 5%. (see items 4.9.6 and 4.9.7).

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

According to Article 20 of CVM Instruction No. 358/02, the aforementioned obligation to inform extends to transactions carried out indirectly through "third parties with whom a trust or portfolio management or share administration contract is maintained", except, in accordance with the sole paragraph of the device, for transactions carried out by funds under discretionary management.

4.9.2 Object of Relevant Participation

a. Shares
As indicated by reading the full text of Article 12, the focus of the disclosure obligation is the direct and indirect shareholdings in the share capital of the public company.

b. Financial Derivative Instruments and Other Securities Referenced on Shares

The disclosure obligation associated with the carrying out of relevant transactions extends to financial derivative instruments and other securities referenced on shares. Thus, transactions involving, for example, call and put options on shares and "Total Return Equity Swaps" are covered by this provision.

In accordance with Article 12, §2, of CVM Instruction No. 358, the disclosure obligation in question applies even if the financial instruments in question contain provision for exclusively financial settlement.

Investment in structured operations certificates – COE and index investment funds is also covered by the aforementioned device. Thus, the holder of such instruments may be subject to the duty to communicate their participation regarding shares underlying them.

However, Article 12, §3, IV, of CVM Instruction No. 358/02 exempts the need for communication if the COE, fund, or derivative in question has less than 20% of its return determined by the relevant share.

For the purposes of the regulation, return must be interpreted as the "weight" of the share. For example: if a share represents 25% of the weight of a certain index that serves as a reference for the invested fund, that share is considered indirect participation for disclosure purposes. The same reasoning applies to COE and other derivatives.

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

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

A specific situation to be highlighted is that of convertible debentures and subscription warrants, the holders of which may come to become holders of shares yet to be issued. Such shares yet to be issued should not be considered in the calculation of the percentages that trigger disclosure.

However, if the investor carries out other acquisitions of shares or derivatives that trigger the need for communication, the positions in convertible debentures or subscription warrants must be reported.

c. ADR, GDR, and BDR

American Depositary Receipts – ADR, Global Depositary Receipts – GDR, and other securities of Brazilian companies issued and/or listed abroad under foreign regulation must also be considered for the purposes of the disclosure of Article 12 of CVM Instruction No. 358/02, insofar as they are titles representing shares of Brazilian public companies.

It is clarified that BDRs must also be considered for the purposes of the disclosure provided for in the article in question, given the provision of Article 21 of CVM Instruction No. 358/02, which imposes on BDR program sponsoring companies levels II and III the rules of the aforementioned Instruction, provided they are compatible with the provisions applicable in the countries where the shares serving as collateral for such securities were issued. BDR level I sponsoring companies and non-sponsored BDRs, however, do not fall under the disclosure obligation provided for in Article 12 of ICVM 358.

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

d. Share Lending

It should be noted that the investor or group of investors who exceeds, upwards or downwards, even by means of ownership of shares acquired through lending, thresholds of 5%, 10%, 15%, and so on, of the species or class of shares representing the capital of a public company, must proceed with the disclosure of the declaration provided for in Article 12 of CVM Instruction No. 358/02.

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

In this sense, the declarations referred to in Article 12 of CVM Instruction No. 358/02 must discriminate the portion of shares held by the declaring investor that was acquired or alienated by means of share lending.

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

e. Indirect Participation

The indirect participation referred to in CVM Instruction No. 358/02 refers to that held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the following examples:
a) controlled company, directly or indirectly, by the investor; b) exclusive investment fund, whose only quota holder is the investor; c) investment fund or portfolio where the administrator's decisions can be influenced by the investor; d) person with whom the investor maintains a trust contract.

In examples "b", "c", and "d", according to the rules mentioned in this Letter (see item 4.9.1), it is the investor who must proceed with the disclosure of the Declaration provided for in Article 12 of CVM Instruction No. 358/02, given the total shares held by him directly and indirectly.

In cases where indirect participation occurs through other companies, as in example "a" above, the indirect participation should only be taken into consideration, for the purposes of compliance with Article 12 of CVM Instruction No. 358/02, in cases where the relevant participation is reached, increased, or reduced by a group of persons, acting jointly or representing the same interest (see item 4.9.4).

Thus, if an investor X does not hold any other direct or indirect shareholdings, but is a controlling shareholder of company Y, which in turn reaches participation corresponding to 5% of the ordinary or preferred shares of the public company, it is company Y that must proceed with the disclosure of the Declaration provided for in Article 12 of CVM Instruction No. 358/02, and investor X is not obliged to make another Declaration to disclose his indirect participation in the capital of the public company.

On the other hand, if investor X holds direct participation in the public company and is also a controlling shareholder of company Y, which also holds participation in the public company, it is investor X who must proceed with the disclosure of the Declaration provided for in Article 12 of CVM Instruction No. 358/02, if the sum of these participations reaches 5% or more of the ordinary or preferred shares of the public company.

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

4.9.3 Calculation of Increase or Reduction of Participation

The incidence of the obligation to disclose relevant transactions is always subject to the crossing, upwards or downwards, of the thresholds of 5%, 10%, 15%, and so on, of the species or class of shares representing the capital of a public company.

It should be noted, however, that, in addition to the shares themselves, derivatives referenced on such shares must be considered, whether of physical or financial settlement. When considering derivatives in verifying the aforementioned percentages, the following rules must be observed:
a) the total quantity of shares referred to in the derivative instrument must be taken into consideration, without adjustments based on the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments of physical settlement and shares and (ii) another involving only financial derivative instruments of financial settlement – disclosure is necessary when the percentages provided for in the regulation are reached in any of these counts, and the disclosure must cover both shares and other instruments referenced therein, regardless of their settlement form; c) whenever a financial derivative instrument, COE, or index fund admits the possibility of physical settlement (including by means of redeeming quotas in shares), it must be considered as of physical settlement; d) "sold" positions alone do not trigger the need for disclosure, however (i) there is no offsetting between "bought" and "sold" positions and (ii) once the need for disclosure is triggered, it must cover even "sold" positions; e) "bought" positions are considered, for example: shares held spot, instruments that confer the right or obligation to acquire shares at a future date, and swap contracts that confer payments to the investor based on the return of the shares; f) "sold" positions are considered, for example, those resulting from instruments that confer the right or obligation to alienate shares or that imply the need to make payments positively related to the return of the shares; g) if a share has a weight less than 20% in determining the return of a certain financial derivative instrument, COE, or index investment fund, this share should not be aggregated with other positions possibly held in that share by the investor; h) if a share has a weight greater than 20% in determining the return of a certain financial derivative instrument, COE, or index investment fund, this share must be aggregated with other positions possibly held in that share by the investor, weighting the notional value of the instrument in question by the respective weight of the share; and i) shares that do not yet exist and may be issued due to, for example, rights associated with convertible debentures or subscription warrants should not be aggregated with positions already held by the investor.

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

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

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

At a later moment, the investor acquires a put option on 6 preferred shares. Regardless of the settlement form of this contract and the fact that it represents 6% of the total of this species of shares, no disclosure is necessary, and this "sold" position is disregarded in the calculation 23.

Finally, the investor acquires a call option on 2 preferred shares, with physical settlement. The preferred shares referenced in this option contract are added to the 4 preferred shares held spot previously, causing the 5% threshold to be exceeded and, thus, triggering the need for disclosure. This disclosure will cover and discriminate the 4 ordinary shares held spot, the 4 preferred shares held spot, the 4 shares referenced in the swap contract, the 6 preferred shares referenced in the put option, and the 2 preferred shares referenced in the call option.

Note, however, that in this particular example, the investor's communication obligation does not entail a corresponding obligation, by the company, to update field 15.1 of the reference form. This is because the investor's position in shares did not exceed the 5% percentage of any of the species (see item 10.2.15).

23 Although the "sold" position is disregarded in the calculation with respect to an investor, see item 4.9.4 below, with regard to intra-group positions in derivatives.

Despite this, the update of field 15.1 is recommended, in order to reflect the most recent share position disclosed by the investor. Additional information made public by the investor regarding financial derivative instruments can be included in field 15.8 of the form.

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

4.9.4 Group of persons acting jointly or representing the same interest

The obligation to communicate the variation in relevant share participation covers not only individual investors, but also groups of persons acting jointly or representing the same interest. With the objective of facilitating understanding of the concept covered by the expression "representing the same interest," the following are exemplary hypotheses of linkage between shareholders:
a) link due to kinship, contract, or shareholders' agreement providing for voting rights; b) two or more companies under common control; c) company and its direct or indirect controller; d) exclusive fund and its only quota holder; and e) situations where there is common discretionary management of resources.

Considering the concept of indirect participation (see item e) and except for the provision in the following paragraph, if the relevant share participation was reached by a set of investors acting jointly or representing the same interest, the Declaration must discriminate them, one by one, with indication of their respective participations, even if none of these investors holds or moves the 5% (five percent) percentage individually. It must also identify investors with indirect participation in the share capital of the public company and indicate the total participation held, directly and indirectly, by them.

If the relevant participation is reached by a set of investors under common discretionary management, the declaration to be provided by the administrator must identify the manager and indicate the total share participation held, jointly, by the funds and portfolios under his management. It is not mandatory to discriminate the funds or portfolios and their respective share participations, according to a Decision of the CVM Collegiate Body, in an extraordinary meeting held on 11/03/2011 (Process CVM RJ2011/2324) 24.

24 See http://www.cvm.gov.br/decisoes/2011/20110311_R1/20110311_D01.html

It should be clarified that, under the same Decision, in the case of a relevant participation being reached individually by a certain fund or portfolio under discretionary management, the Declaration must identify the manager and the total shareholding held, jointly, by all funds or portfolios under their management, with no obligation to reveal the fund holding the relevant participation.

Finally, situations are highlighted where two or more companies within the same economic group trade with each other, especially through derivative contracts referenced in the shares in question, for the transfer of economic exposure related to a given share.

As already clarified by the CVM Board in a previous decision (e.g., decision in Process CVM RJ2009/1365 25), the purpose of CVM Instruction No. 358/02, in requiring the disclosure of relevant participation transactions, is to inform the market about significant changes in the distribution of property and political rights among shareholders, as well as in the dispersion and liquidity of the company's shares. In the case of derivative transactions carried out between companies in the same group, the accumulation of information resulting from the disclosure of each of these transactions (for example, in scenarios where the risk of an operation contracted by a company in the same group is transferred to another company or companies in the same group) could impact the quality of information provided to the market. In this sense, and in cases where it may be considered that the companies in the group are "acting in concert or representing the same interest", under Article 12 of the Instruction, derivative transactions between persons of the same group must be disregarded in the disclosure of relevant participation.

4.9.5 Responsibility of the administrator or manager

Pursuant to Article 19 of CVM Instruction No. 558/15, the administrator of a securities portfolio must guarantee, through adequate internal controls, the permanent compliance with current norms and regulations, referring to the various alternatives and modalities of investment, to the activity of portfolio administration itself, and to standards of ethical and professional conduct.

Thus, in the investor's omission regarding compliance with what is determined in Article 12 of CVM Instruction No. 358/02, the administrator of securities portfolios or the resource manager may eventually be held administratively liable for providing such information, based on Article 19 of CVM Instruction No. 558/15, when: (i) representing the same interest of its clients, being directly and exclusively responsible for the operation; (ii) having unequivocal knowledge about the effective possibility of reaching a relevant shareholding; and (iii) being able to exercise the political right of shares of a company acquired for its clients in a discretionary manner.

Moreover, according to paragraph 3 of Article 79 of CVM Instruction No. 555/15, the administrator of investment funds is liable for damages resulting from their own acts and omissions that caused them, whenever acting contrary to the law, regulations, and normative acts issued by the CVM.

25 See http://www.cvm.gov.br/sancionadores/sancionador/2010/20100713_RJ20091365.html

In light of the above, the administrator of investment funds may be held liable for infringement of Article 12 of CVM Instruction No. 358/02.

4.9.6 Timing and form of disclosure

Pursuant to Article 12 of CVM Instruction No. 358/02, the communication of an increase or decrease in relevant participation must be made immediately after the participation referred to therein is reached. As a rule, in order to observe the deadline established in the aforementioned article, disclosure must occur by the start of trading on the fourth business day following: (i) the date of execution of the buy or sell order for securities admitted to trading in markets administered by B3; or (ii) the date of celebration of a contract - through an unlisted instrument - that may result in the exercise of rights that have as their basis shares that, considering the participation already held by the investor, will represent a relevant percentage of the type or class of shares issued by the open company.

The exception to the above rule occurs in cases where the transaction was made with the purpose of altering the control or administrative structure of the company. In such cases, the same disclosure regime as that for Material Facts must be followed, as provided in Article 3 of CVM Instruction No. 358/02.

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

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

As a rule, an increase in participation greater than 5% does not need to be disclosed in the press. Only in cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to make a public offer, under CVM Instruction No. 361/02, the acquirer, in addition to sending the aforementioned declaration to the Company, must promote its disclosure through the press or in a news portal present on the Internet, pursuant to Article 3, paragraph 4, of CVM Instruction No. 358/02.

The "Declarations of Acquisition of Relevant Share Participation" and "Declarations of Alienation of Relevant Share Participation" must be sent to the Investor Relations Department (DRI) of the open company.

Once received by the Company, the DRI must forward the declarations via Module IPE of the Empresas.NET System, category "Market Communication", type "Acquisition/Alienation of Share Participation (Article 12 of CVM Instruction No. 358)" and species "Declaration of alienation of relevant share participation – Article 12 of CVM Instruction No. 358/02" or "Declaration of acquisition of relevant share participation – Article 12 of CVM Instruction No. 358/02". In the case of declarations that have been published, by virtue of paragraph 5 of Article 12 or spontaneously, the dates and newspapers in which the publication was carried out must be informed.

Additionally, the DRI must evaluate whether, due to the information received, the shareholding (without considering derivatives, whether physical or financial settlement) has exceeded the threshold of 5%, 10%, 15%, and so on successively. If affirmative, the DRI must, likewise, promote the necessary update of the information provided on the subject in the Reference Form, pursuant to paragraphs 3, items V and VI, and 4, item III, of Article 24 of CVM Instruction No. 480/09.

4.9.7 Content of the declaration of increase and decrease in participation

Both acquirers and sellers, where applicable, must disclose the information provided for in items I to VI of Article 12, caput, of CVM Instruction No. 358/02, namely:
a) name and qualification, indicating the registration number in the National Registry of Legal Entities or the Registry of Natural Persons; b) objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that the transactions do not aim to alter the composition of control or the administrative structure of the company; c) number of shares and other securities and financial derivative instruments referenced in such shares, specifying the quantity, class, and species of the referenced shares; d) indication of any agreement or contract regulating the exercise of the right to vote or the purchase and sale of securities issued by the company; and e) if the shareholder is resident or domiciled abroad, the name or corporate name and the registration number in the Registry of Natural Persons or the National Registry of Legal Entities of their attorney or legal representative in the Country for the purposes of Article 119 of Law No. 6.404/76.

It should be noted that, in the case of managed funds and portfolios, the information provided in letter "a" above must refer to the manager, as guided in this circular (see item 4.9.4).

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

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

4.9.8 Disclosure of the declaration by non-resident investor

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

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

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

4.10 Negotiation Policy

The formulation of a securities negotiation policy, provided for in Article 15 of CVM Instruction No. 358/02, is the initiative of the issuer and is optional. However, the elaboration of such policy is recommended, as it is very useful for issuers to establish additional conduct norms to those provided for in Law No. 6.404/76 and CVM Instruction No. 358/02, for transactions involving, mainly, shares issued by the company itself.

The negotiation policy should not, therefore, represent a mere repetition of the text of the aforementioned Instruction, but contain a detailed description of the procedures and measures effectively adopted by the company to avoid infringements of the norms that deal with negotiation with shares of the company by itself, controlling shareholders, administrators, members of the fiscal council or other bodies created by statutory provision.

In the event that the issuer admits the negotiation of persons with access to material information not disclosed to the market based on individual investment plans (see item 4.11), such prerogative must be disclosed in the negotiation policy, pursuant to paragraph 5 of Article 15-A of CVM Instruction No. 358/02. In this case, the negotiation policy will be mandatory.

Issuers registered in Category A that have this policy must forward it via Module IPE of the Empresas.NET System, category "Negotiation Policy of the company's shares", as provided in Article 30, item XI, of CVM Instruction No. 480/09.

Although this obligation does not exist for issuers registered in Category B, voluntary sending in the manner described above is recommended.

If the issuer chooses to elaborate the negotiation policy and the disclosure policy as a single document, it must forward it via the Empresas.NET System, both by the category "Negotiation Policy of the company's shares" and by the category "Disclosure Policy of Material Act or Fact".

4.11 Investment Plan

Investment plans, provided for in Article 15-A of CVM Instruction No. 358/02, are individual and optional.

Controlling shareholders, administrators, members of the fiscal council and any bodies with technical or consultative functions, created by statutory provision, or anyone who, by virtue of their position, function, or role in the open company, its parent company, its subsidiaries or affiliates, has knowledge of information relating to a material act or fact, may formalize investment plans.

The investment plan allows its holder to negotiate securities with knowledge of material information not yet disclosed to the market, provided that the following requirements are met:
a) prior formalization in writing before the DRI; b) establishment, in an irrevocable and unalterable manner, of the dates and values or quantities of the transactions to be carried out; c) minimum period of 6 (six) months for the plan, its eventual modifications and cancellations to take effect; d) non-existence of more than one investment plan in force simultaneously; e) non-existence of operations that nullify or mitigate the economic effects of the operations to be carried out according to the investment plan; and f) verification at least semi-annually by the board of directors of the adherence of the transactions carried out by the participant to the investment plan formalized by him.

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

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

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

a) a schedule with specific dates for the disclosure of ITR and DFP forms has been approved; and b) the plan obliges the participant to revert to the company any avoidable losses or gains earned in transactions resulting from eventual changes in the disclosure dates of ITR and DFP forms, calculated by reasonable criteria defined in the plan itself.

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

Regarding this, it should be clarified that there is no impediment for such additional restrictions to be established by the companies, this being one of the functions of the investment policy, provided for in Article 15 of CVM Instruction No. 358/02. It should be noted, however, that to be entitled to the prerogatives described above, the investment plan must satisfy all the specified requirements, including the periodic verification of transactions by the board of directors, which may prove difficult in cases where the participants in the plan are very numerous.

In this sense, it is permitted for companies to require their collaborators to have investment plans that will not be periodically followed by the board of directors, and, for this reason, also do not serve to allow transactions in periods when CVM Instruction No. 358/02 determines that they should not be carried out. Even in these cases, it is recommended that the company have other internal procedures for regular verification of the investment plans in question.

Finally, it should be clarified that investment plans should not be sent via the Empresas.NET System.

4.12 Disclosure Policy

The policy for disclosure of material acts or facts is a mandatory document established in Article 16 of CVM Instruction No. 358/02, for all issuers. Such document must contemplate, at a minimum, the channel or channels of communication used to disseminate information about material acts and facts (in accordance with Article 3, paragraph 4, of CVM Instruction No. 358/02) and the procedures related to the maintenance of confidentiality regarding material information not disclosed.

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

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 securities issued, to have the duty to adopt the disclosure policy.

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

If the issuer chooses to elaborate the negotiation policy and the disclosure policy as a single document, it must forward it via Module IPE of the Empresas.NET System, both by the category "Negotiation Policy of the company's shares" and by the category "Disclosure Policy of Material Act or Fact".

The policy for disclosure of material acts or facts must be updated whenever there is any change in the communication channels used by the company, pursuant to paragraph 7 of Article 3 of CVM Instruction No. 358/02, prior to the implementation of the change.

It is recommended that the disclosure policy be drafted in a clear, objective, and detailed manner, bringing specific procedures, such as:

Objective criteria to distinguish, when possible, cases of disclosure of information to the market through Material Fact or Market Communication;
Obligations of the DRI to disclose information to the market, as well as to supervise any leaks of information in the media and/or atypical fluctuations related to the negotiation of the company's securities;
Timing of disclosure of material facts, which should preferably occur after the closing of trading (in Brazil and in any foreign markets where the company's securities are traded);
Procedures to be adopted when the disclosure of a Material Fact must occur during trading, addressing any request for suspension of trading of the securities until the material information is adequately disseminated;
Contingency plan in case of leakage of material information, in order to accelerate the disclosure of information through official channels and avoid the persistence of a situation of information asymmetry;
Maintenance of controls identifying persons who have knowledge of material facts not yet disclosed to the market;
Obligations of controlling shareholders, administrators, and other persons linked to the company to promptly communicate to the DRI in case of having knowledge of material information;
Procedures to be adopted when there is doubt about the relevance of a certain information; Recommendations to guarantee compliance with the duty of confidentiality;
Cases of exceptions to the obligation to disclose; and
Liability in cases of non-compliance with the disclosure policy.

4.13 Corporate Bylaws
In accordance with CVM Instruction No. 480/09, issuers registered in Category A and Category B are obliged, respectively, under item XIII of article 30 and item XXIII of article 31 of the aforementioned Instruction, to submit the consolidated corporate bylaws within 7 (seven) business days counted from the date of the assembly that deliberated the amendment. The submission must be made through Module IPE of the Empresas.NET System, in the "Corporate Bylaws" category.

The submission of the corporate bylaws attached to the minutes of the assembly that deliberated its amendment does not dispense with the requirement to submit it via Module IPE of the Empresas.NET System in the "Corporate Bylaws" category.

4.14 Meetings of the Board of Directors and the Fiscal Council
CVM Instruction No. 480/09 determines, in items V and VI of article 30, that issuers registered in Category A shall forward, through Module IPE of the Empresas.NET System, the following information, within the indicated deadlines:

a) minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements forwarded by the directors, within 7 (seven) business days counted from their holding, under the category "Board Meeting", type "Board of Directors", species "Minutes";

b) minutes of Fiscal Council meetings that approved opinions, accompanied by any statements forwarded by the councilors, within 7 (seven) business days counted from the date of publication of the act or fact subject to the opinion, under the category "Board Meeting", type "Fiscal Council", species "Minutes".

It should be noted that issuers registered in Category B are obliged to forward, through the Empresas.NET System, in the manner described above, the minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements forwarded by the directors, within 7 (seven) business days counted from their holding, as provided for in item V of article 31 of CVM Instruction No. 480/09.

Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the entities administering such markets regarding the deadline for providing information on Board of Directors deliberations that impact the rights and the manner of trading of their issued securities.

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

4.15 Communication of Auditor Change
As determined by article 28 of CVM Instruction No. 308/99, the administration of the audited entity is responsible, within a period of 20 (twenty) days, for communicating 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.

Such communication must be sent to the CVM by the Company's DRI, through Module IPE of the Empresas.NET System, category "Market Communication", type "Auditor Change (article 28, CVM Instruction No. 308/99)".

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

It is also worth noting that, as determined by item XII of §3º (for issuers registered in category "A") and item VII of §4º (for issuers registered in category "B"), both of article 24 of CVM Instruction No. 480/2009, the Reference Form must be updated within 7 (seven) business days counted from the date of communication by the issuer of the change in independent auditor, even if the start of the new auditor's services is on a future date.

In this sense, as provided for in annex 24 of CVM Instruction No. 480/09, the date of contracting the services that were the subject of the change communicated by the company must be informed in field 2.1.c of the Reference Form.

Furthermore, the company must specify in item 2.3 "Provide other information that the issuer deems relevant" the first document that will be subject to analysis by the new auditor.

Additionally, the issuer must resubmit the Registration Form with the updated data of the new independent auditor, within 7 (seven) business days counted from the fact that caused the alteration (in this case, it must be understood as being the aforementioned communication of auditor change), in accordance with article 23 of CVM Instruction No. 480/09.

We emphasize that item 3.3 of the Registration Form – "Start date of service provision" must be understood as the start date of the period of the first document audited by the new auditor. Example:
In the case of the 1st ITR/17, the start date would be 01.01.17.

4.16 Related-Party Transactions
As determined by article 30, item XXXIII, of CVM Instruction No. 480/09, open companies registered in Category A must disclose communication regarding related-party transactions, in accordance with the provisions of Annex 30-XXXIII of the aforementioned Instruction, within 7 (seven) business days from the occurrence of each transaction subject to disclosure.

Such disclosure must occur through Module IPE of the Empresas.NET System, category "Communication on Related-Party Transaction".

Considering the diversity of ways in which related-party operations can take place, it is not possible to establish, a priori, uniform and objective criteria or determine all situations that could mark the moment of occurrence of such a type of transaction.

However, SEP advises that the term "occurrence" be interpreted as: (i) the date of signing the contract, if any, that establishes the transaction or set of transactions between related parties; or (ii) when there is no contract, the date of settlement of the transaction or the date of start of its execution, whichever occurs first.

In accordance with Annex 30-XXXIII of CVM Instruction No. 480/09, only the following should be subject to disclosure:

I – the transaction or set of related transactions, whose total value exceeds the lesser of the following amounts:
a) R$50,000,000.00 (fifty million reais); or b) 1% (one percent) of the issuer's total assets; and

II – at the discretion of the administration, the transaction or set of related transactions whose total value is lower than the above parameters, taking into account: (a) the characteristics of the operation; (b) the nature of the related party's relationship with the issuer; and (c) the nature and extent of the related party's interest in the operation.

Regarding item I above, item III of art. 3 of Annex XXXIII of CVM Instruction No. 480/09 establishes that:

"III – "related transactions" is understood as the set of similar transactions that have a logical relationship with each other due to their object or their parties, such as:
a) subsequent transactions that result from a first transaction already carried out, provided that this has established its main conditions, including the values involved; and b) transactions of continued duration that encompass periodic payments, provided that the values involved are already known."

For example, the hiring of a related party in 2017 to provide services totaling R$40 million would not be subject, a priori, to communication. If, in 2018, there is a new hiring of the same related party to provide new services, with a new contract, totaling R$10 million, but which fits the definition of related transaction set out above, the transactions must be reported. The fact that the hiring occurs in different years does not rule out the need for disclosure.

If there are, for example, monthly contracts with a related party and in a certain month the amount of R$50 million is reached, communication is required. If in the following month, there is a new contract of R$5 million, for example, no new disclosure is necessary. Communication is required only when a new amount of R$50 million (or 1% of the issuer's total assets) is reached.

Transactions referenced in foreign currency must be periodically verified for analysis of their classification for disclosure.

The following do not need to be subject to disclosure: (a) transactions between the issuer and its direct and indirect subsidiaries, except in cases where there is participation in the equity capital of the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them; (b) transactions between direct and indirect subsidiaries of the issuer, except in cases where there is participation in the equity capital of the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them; and (c) remuneration of administrators.

For illustrative purposes of the logic of incidence and non-incidence of the rule, see the organizational chart below:
Imagine that the issuer reporting the information is A.
Transactions (i) between A (or its subsidiaries Sub A1 and Sub A 2) and the Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B shall be disclosed.
There is no obligation to disclose (i) transactions of Sub A1 and Sub A2 with each other nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controller or B held participation in Sub A1 or Sub A2 by other means than via A 26.

Considering the diversity of ways in which related-party operations can take place, it is not possible to establish, a priori, an exhaustive list of what would be the main terms and conditions to be highlighted in the communication. However, it is always important for the company to consider that the objective of the communication is to allow the investor to know – and, thus, monitor – the relevant transactions carried out by the company with related parties. In this sense, the communication must contain the information necessary for the investor to be able to assess whether the transaction was taken in the best interest of the company.

26 This example considers only shareholdings of the controlling shareholder, but the same logic applies to administrators.

Controller
A
Sub A1 Sub A2
B

For example, in a purchase and sale or lease contract, it is essential that information about the asset transacted, the agreed price, and the settlement deadlines be disclosed, as well as other relevant information in the specific case. Moreover, still as an example, in the case of a loan or assignment of credits, it is important that the investor has access, among other things, to understandable information about interest rates (including, if variable, which index is used), any guarantees provided or received by the company, and settlement deadlines. In other words, the communication must include the summarized information that the company's senior management itself should have access to, to loyally and diligently analyze whether the terms and conditions of the transaction are compatible with the terms and conditions practiced in the market.

The disclosure of this communication does not interfere with other legal and regulatory obligations to disclose information on related-party transactions, such as those existing in the Reference Form or in the companies' financial statements.

4.17 Stock-Based Compensation Plans
The company must disclose, through the Empresas.NET System, any stock-based compensation plans it has, including stock option plans.

Traditional stock option plans must be archived in Module IPE of the Empresas.NET System, in the "Option Plan" category.

The other stock-based compensation plans must be archived in the category "Stock-Based Compensation Plan (Except Option Plan)".

The reference date of the document must represent the date of approval of the compensation plan.

All stock-based compensation plans referring to the remuneration of the administrators of the open company must be archived in the Empresas.NET System, even if the shares used in the plan are not issued by the company itself, but by the holding company, subsidiary, affiliate, or company under common control.

4.18 Press Release of Results
Companies that opt to disclose a press release of results must do so through Module IPE of the Empresas.NET System, category "Economic-Financial Data", type "Press-Release". This disclosure must generally occur after the disclosure of the financial statements, annual or interim, that served as the basis for its preparation.

In the preparation of results press releases, considering the risks arising from the disclosure of only a portion of the information contained in the financial statements, special attention must be paid to the observance of the principles contained in articles 14 to 16 of Instruction No. 480/09, notably with regard to the disclosure of complete, consistent information that does not mislead the investor.

In this sense, the content and form of the press release must be structured with the concern of avoiding the disclosure of information that could mislead the investor to a different conclusion than that which would be obtained after reading the complete financial statements. Among other aspects, positive and negative information of equal relevance included in the press release must be disclosed with the same prominence.

In the case of disclosure of non-accounting information, the principles contained in CVM Instruction No. 527/12 must always be observed, where applicable, especially with regard to the need to reconcile these data with accounting numbers.

4.19 Presentation Material to Analysts / Market Agents
As per article 30, item XIV, of CVM Instruction No. 480/09, companies that hold public meetings with analysts and market agents must forward the material presented on the same day of its holding.

The submission must be made through Module IPE of the Empresas.NET System, under the category:
"Market Communication" and the type: "Presentations to Analysts / Market Agents".

For equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed therein. In the preparation of the material, it should be ensured that it can be easily understood, even by users who will not participate in the meeting.

If during the meeting additional information to that contained in the presentation material used is disclosed, for example, as a result of questions formulated by meeting participants, these must be included in this material, which must be resubmitted through the Empresas.NET System, without prejudice to the provisions of article 3 of CVM Instruction No. 358/02, in cases where such information constitutes a Relevant Fact.

Still with the aim of promoting equitable treatment to all market participants, presentations made by the Company's administration to the press must be disclosed. The disclosure must be made through Module IPE of the Empresas.NET System, under the category:
"Market Communication" and the type: "Other communications not considered relevant facts", considering, in particular, the provisions contained in CVM Instruction No. 358/02.

4.20 Market Maker
The activity of market maker is regulated by CVM Instruction No. 384/03. As defined by article 2 of this CVM Instruction, a market maker is a legal entity, duly registered with stock exchanges and over-the-counter organized market entities, interested in carrying out operations intended to foster the liquidity of securities registered for trading.

The market maker may exercise its activity autonomously or be hired by the issuer of the securities in which it specializes, by controlling, controlled, or affiliated companies of the issuer, or by any holders of securities who have an interest in forming a market for the shares they own.

At the time of hiring or dismissal of the market maker, by the issuer or its controlling shareholder, the company must inform the CVM and the stock exchange or the over-the-counter organized market entity, as the case may be: I – name and qualification of the market maker; II – the company's objective in the operation; III – the duration of the contract; IV – the quantity of shares in circulation in the market, by species and class, as defined in CVM Instruction No. 10/80; V – indication of any agreement or contract between the market maker and the controller, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

In the case of hiring by another party other than the issuing company or its controlling shareholder, the hired institution must inform the fact to the stock exchange or the over-the-counter organized market entity, as the case may be.

The activity of the market maker seeks to establish a reference price for the trading of the asset, and its importance will be measured by the results obtained with its performance, since the possibility of buying and selling assets at any time encourages people to invest in these shares. Therefore, SEP understands that both the hiring and dismissal of a market maker are decisions that may influence in a considerable manner the investors' decision to buy, hold, or sell such securities; thus, both the hiring and dismissal of a market maker must be informed to the market through a relevant fact, in accordance with CVM Instruction No. 358/02.

4.21 Installation of the Statutory Audit Committee and Election of its Members
We draw attention to the obligation to send the communications provided for in items XXIX and XXX of article 30 of CVM Instruction No. 480/09, including regarding the information of the curriculum of new members in case of change in the committee's composition, which must be forwarded using Module IPE of the Empresas.NET System: Category: "Market Communication", Type: "Installation, change in composition or dissolution of the statutory audit committee". The subjects are mandatory to fill and are as follows: Installation of the statutory audit committee, Change in the composition of the statutory audit committee, and Dissolution of the statutory audit committee.

5 Common Guidelines for Periodic and Eventual Information
5.1 Cooperation Agreement between CVM and B3 – Brasil, Bolsa, Balcão (B3)
On 12/13/2011, in order to avoid overlap of efforts, CVM and B3 – Brasil, Bolsa, Balcão (B3) signed an agreement establishing mechanisms of cooperation and organization of the supervision activities exercised by CVM and by this exchange, within their competencies, regarding the monitoring of the disclosure of information provision to the market by issuers with securities traded on the exchange.

As provided for in the agreement, SEP and the Exchange's Regulation of Issuers Directorate (DRE) also signed, on 12/13/2011, a Work Plan, establishing the information and documents whose disclosure will be supervised by B3 and how SEP's support to the exchange will take place, whether by exercising consultative and training activities, or by acting with the companies, in cases where the exchange's requests are not met.

In this way, we draw the attention of issuers with securities traded on B3 to the need to comply with the requests that may be issued by the exchange based on the aforementioned agreement.

The full version of the agreement can be consulted on the CVM website (www.cvm.gov.br), at the address http://www.cvm.gov.br/export/sites/cvm/convenios/anexos/Convenio-BMFBovespa.pdf.

5.2 General Guidelines
The forwarding of periodic and eventual information provided for in CVM Instruction No. 480/09, CVM Instruction No. 481/09, article 28 of CVM Instruction No. 308/02, and CVM Instruction No. 358/02 must be made through the Empresas.NET System (see Chapter 9).

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

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

The issuer that fails to comply with the obligations of submission of periodic information provided for in CVM Instruction No. 480/09 will be subject to a daily coercive fine (see item 2.5.1), according to the values related in article 58 of the aforementioned Instruction, without prejudice to the assessment of any responsibilities of the administrators for non-compliance with the deadlines (and, when applicable, the interventor, the trustee, the judicial administrator, the judicial manager, or the liquidator), in accordance with articles 9, item V, and 11 of Law No. 6.385/76.

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

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

In this regard, it is necessary to mention the vote delivered by the President of the CVM in PAS RJ2011/9493 (minutes of the Board Meeting No. 6, dated 05.02.2013) 27 suggesting that, in such cases, the DRI must publish a Market Notice informing (a) that the company will not disclose the said periodic information within the deadlines established by the Corporate Law or specific norms regarding the subject; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures being taken to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be provided in a timely manner.

For the documents related to periodic and occasional information to be prepared and delivered in full to the CVM, we recommend that companies observe the following minimum requirements for readability and clarity in the preparation of this information:
a) The texts may not exceed the minimum margin limits that allow for their printing, nor should they be overlapped by graphic elements, tables, headers, etc.; b) The content must have sufficient resolution for electronic or printed reproduction; c) Page numbering must not contain repetitions, and section numbering must be respected; d) Analytical indexes and cross-references must faithfully reflect the pages on which each content is located; e) The minimum font size limit is 7pt, especially for covers and tables; f) The logical integrity of the disclosed file must be preserved, without defective pages; g) No text or image may be cut, wholly or partially; h) Numbered and alphabetical lists must be correctly sequenced and without repetitions, in a unified and continuous manner; and i) Practices that prioritize reading fluency and consultation of the information must be used;

Although not crucial, the following should also be observed:
a) Page and paragraph breaks that prevent truncated reading, in order to avoid "orphan" and "widow" lines; b) Use of typography and font size consistent throughout the document; c) Consistency in sequences of alphabetical and numbered lists, in order to prevent doubts regarding the logical structure of the document; d) Consistent page size throughout the same document;

27 See http://0077ww.cvm.gov.br/decisoes/2013/20130205_R1/20130205_D01.html

e) Avoid improper separation of titles, table headers, or footnotes from their respective contents onto two pages; f) Pay attention to misaligned or poorly formatted tables, which hinder the understanding of the information; g) In pages of files that have been digitized, avoid the presence of stains resulting from the digitization process, such as threads and black margins; h) Signatures should be omitted or replaced with the expression “/s/” – indication that the original contains the signature of the person responsible for the information; i) Observe the optimization of page and section spaces; and j) Avoid blank pages with repeated headers and/or footers.

5.3 Obligation to maintain a page on the World Wide Web
Instruction CVM No. 480/09 determines, in its Article 13, that the issuer must send to the CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and occasional information, according to content, form, and deadlines established in Chapter III of the Instruction, which provides, among other things, the obligation to send via an electronic system available on the CVM’s page on the World Wide Web.

The issuer registered in Category A must also place and maintain the information disclosed by it on its page on the World Wide Web for 3 (three) years, counted from the date of disclosure.

It is emphasized that this archiving rule refers to all periodic and occasional information provided for in legislation and regulation issued by the CVM, not limiting itself only to those listed in Article 30 of Instruction CVM No. 480/09. Thus, there is a need to archive communications provided for in Instruction CVM No. 358/02, such as, for example, those regulated in Articles 11 and 12 of that Instruction.

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

Although not mandatory, it is recommended that companies registered in Category B place and maintain the periodic and occasional information provided in compliance with Articles 21 and 31 of Instruction CVM No. 480/09 on their own page on the World Wide Web, similar to what is required for companies registered in Category A by Article 13, paragraph 2, of the said Instruction.

5.4 Request for Confidentiality
In accordance with Article 7 of Instruction CVM No. 358/02, the CVM, at the request of administrators, any shareholder, or on its own initiative, may decide on the provision of information that has failed to be disclosed, in the form of the caput of Article 6 of the same Instruction.

Such a request must be addressed to the President of the CVM in a sealed envelope, in which the word “Confidential” must appear, in the form of paragraph 1 of the cited Article.

It is worth remembering that, in accordance with Article 56 of Instruction CVM No. 480/09, the SEP may request the sending of additional information and documents required by this Instruction or ask for clarification on information and documents sent, by means of communication sent to the issuer, granting them a deadline to comply with the request. Such information and documents will be considered public by the SEP, as provided in paragraph 2 of Article 56 of Instruction No. 480/09.

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

According to paragraphs 4 and 5 of Article 56 of Instruction CVM No. 480/09, amended by Instruction CVM No. 586/17, confidential information must be sent inside a sealed envelope, addressed to the SEP, and the word “confidential” must appear on the envelope, and the issuer and its administrators, directly or through the DRI, will be responsible for immediately disclosing to the market the information for which the SEP has approved confidential treatment, in the event that the information escapes control or there is atypical fluctuation in the quotation, price, or quantity traded of the issuer’s securities.

It is emphasized that, in accordance with paragraph 1 of Article 56 of Instruction CVM No. 480/09, the SEP may, in any way, determine that the issuer discloses the information or document, if it understands that the information and documents subject to the request are relevant or that in some way differ from what was previously disclosed by the issuer.

5.5 Documents in foreign language
By analogy to that provided in Article 22, paragraph 1, of Law No. 9.784/99 and observing the interpretation given to Article 13 of the Federal Constitution combined with Article 224 of the Brazilian Civil Code, all documents drafted in a foreign language to have legal effects in the country must be translated into Portuguese, the official language in Brazil, which is why all information and documents presented through the Sistema Empresas.NET must be translated into the Portuguese language.

In this sense, documents provided to foreign exchanges that, in the form of Article 2 of Instruction CVM No. 248/96, must be disclosed by the issuer, may, if necessary, exceptionally, be archived in a foreign language, and the issuer must provide for the subsequent archiving of the translated version of the document, in the shortest possible time.

6 Special Rules on Issuers
6.1 Issuers with large market exposure
In accordance with Article 34 of Instruction CVM No. 480/09, issuers with large market exposure are those that cumulatively meet the following requirements:
a) have shares traded on an exchange for at least 3 (three) years; b) have timely fulfilled their periodic obligations in the last 12 (twelve) months; and c) whose market value of shares in circulation is equal to or greater than R$ 5,000,000,000.00 (five billion reais), according to the closing quotation on the last business day of the quarter prior to the date of the request for registration of the public distribution offer of securities.

The status of issuer with large market exposure must be declared by the issuer in the request for registration of the public distribution offer of securities, by means of a document signed by the DRI containing:
a) declaration that the issuer meets the requirements indicated above; and b) memory of the calculation made by the issuer to verify the market value of shares in circulation.

It is worth highlighting that the procedure regarding the automatic granting of registration of distribution offer of securities for such issuers, within 5 (five) business days from the protocol of the request at the CVM, is subject to verification of adherence to the provisions of Articles 6º-A and 6º-B of Instruction CVM No. 400/03, amended by Instruction CVM No. 482/10.

6.2 Issuers in special situation
6.2.1 Issuers in extrajudicial recovery
In addition to the periodic and occasional information provided for in Sections II and III of Chapter III of Instruction CVM No. 480/09, issuers in extrajudicial recovery must send to the CVM reports on compliance with the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided in Article 35 of the Instruction. These reports must be forwarded by Module IPE of the Sistema Empresas.NET, category “Information of companies in judicial or extrajudicial recovery”, type “Report on compliance with the Plan”.

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the alteration of the company’s situation and its responsible party by sending the Registration Form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 23 of Instruction CVM No. 480/09.

6.2.2 Issuers in judicial recovery
Art. 36 of Instruction CVM No. 480/09 exempts issuers in judicial recovery from submitting the reference form, and this exemption remains valid until the submission to court of the detailed report at the end of the recovery process.

Notwithstanding, according to paragraph 1 of the said Article, the issuer in judicial recovery registered in Category A authorized by a market administrator to trade shares or depositary receipts of shares on a stock exchange must submit the reference form filled out with sections 1, 4, 10, and 13 and with items 12.5, 12.7, 15.1, and 15.2, until the submission to court of the detailed report at the end of the recovery process, observing the provisions of § 3 of art. 24 of this Instruction.

In addition, these issuers must send, via Module IPE of the Sistema Empresas.NET, the other periodic and occasional information provided for in the Instruction, including the following information provided for in its Article 37, within the respective deadlines specified:
a) monthly financial statements accompanied by the judicial administrator’s report, in the category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Monthly financial statements”; b) recovery plan (see item 4.7); c) declaration of bankruptcy during the process (see item 4.6); and d) detailed report presented by the judicial administrator at the end of the recovery, in the category “Information of Companies in Judicial or Extrajudicial Recovery”, type “Detailed Report”.

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the alteration of the company’s situation and its responsible party by sending the Registration Form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the form until May 31 of each year, in accordance with Article 23 of Instruction CVM No. 480/09. It is worth noting that the responsible party’s data must also be updated via the Sistema Empresas.NET (see items 3.3.1 and Chapter 9).

6.2.3 Issuers in bankruptcy
According to Article 38 of Instruction CVM No. 480/09, with wording given by Instruction CVM No. 586/17, the issuer in bankruptcy is exempt from providing the periodic information referred to in Section II of Chapter III of Instruction CVM No. 480/09, except regarding the registration form, in accordance with art. 23 and its sole paragraph.

In addition, these issuers must send to the CVM, via Module IPE of the Sistema Empresas.NET, the occasional information provided for in the Instruction, including the following information, provided for in Article 39 of Instruction CVM No. 480/09, within the respective deadlines specified:
a) report on the causes and circumstances that led to the situation of bankruptcy, in the category “Information of Companies in Bankruptcy”, type “Causes and circumstances of bankruptcy”; b) administrative accounts, in the category “Information of Companies in Bankruptcy”, type “Administrative accounts”; c) any other accounting information presented to the judge in the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Other accounting information”; d) accounts presented at the end of the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Accounts presented at the end of the bankruptcy process”; e) final report on the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Final report”; and f) sentence closing the bankruptcy process, in the category “Information of Companies in Bankruptcy”, type “Closing sentence”.

6.2.4 Issuers in liquidation
According to Article 40 of Instruction CVM No. 480/09, with wording given by Instruction CVM No. 586/17, the issuer in liquidation is exempt from providing the periodic information referred to in Section II of Chapter III of Instruction CVM No. 480/09, except regarding the registration form, in accordance with art. 23 and its sole paragraph.

In addition, these issuers must send to the CVM, via Module IPE of the Sistema Empresas.NET, the occasional information provided for in the Instruction, including the following information listed in Article 41 of Instruction CVM No. 480/09, within the respective deadlines specified:
a) act of appointment, dismissal, or substitution of the liquidator, in the category “Information of Companies in Liquidation”, types “Appointment of liquidator”, “Dismissal of liquidator”, or “Substitution of liquidator”, as applicable; b) general list of creditors prepared by the liquidator, in the category “Information of Companies in Liquidation”, type “General list of creditors”; c) definitive general list of creditors, in the category “Information of Companies in Liquidation”, type “Definitive general list of creditors”; d) final report and balance sheet of the liquidation, in the category “Information of Companies in Liquidation”, type “Final report and balance sheet of the liquidation”; e) other reports, opinions, and accounting information, in the category “Information of Companies in Liquidation”, type “Other reports, opinions, and accounting information”; and f) act of closing the liquidation, in the category “Information of Companies in Liquidation”, type “Act of closing the liquidation”.

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the alteration of the company’s situation and its responsible party, by sending the Registration Form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 23 of Instruction CVM No. 480/09. It is worth noting that the responsible party’s data must also be updated via the Sistema Empresas.NET (see items 3.3.1 and Chapter 9).

7 Relevant Corporate Events and Other Guidelines
7.1 Guidelines common to ordinary and extraordinary general assemblies
7.1.1 Representation of shareholders in assembly
Paragraph 1 of Article 126 of Law No. 6.404/76 establishes that a shareholder may be represented in an assembly by a proxy constituted less than 1 (one) year ago, who is a shareholder, administrator of the company, or lawyer, and, in the open company, the proxy may also be a financial institution, with the fund manager representing the co-owners.

The CVM Board, in a meeting held on 04/11/2014 (Process CVM RJ2014/3578) 28, understood that corporate shareholders may be represented in shareholder assemblies by their legal representatives or through duly constituted agents, in accordance with the constitutive acts of the society and with the rules of the Civil Code.

In this way, there is no need for this agent to be a shareholder, administrator of the company, or lawyer.

Instruction CVM No. 481/09 provides, in its Article 5, that the call announcement must list the documents required for shareholders to be admitted to the assembly.

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

Thus, the impediment of participation in an assembly by the representative of a shareholder who has failed to adopt the procedure of prior delivery of the instrument of proxy as established by the company constitutes a violation of Law No. 6.404/76 and Article 5 of Instruction CVM No. 481/09.

It is also worth noting that, in a meeting held on 24/06/2008 (Process CVM RJ2008/1794) , the CVM Board issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the S.A. Law require the recognition of signature or consularization of the proxies.

In this way, the company may always, at its discretion, dispense with the recognition of signature and consularization of the instruments of proxy granted by shareholders to their representatives.

28 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D17.html 29 See http://www.cvm.gov.br/decisoes/2008/20080624_R1/20080624_D02.html

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

7.1.2 Public Proxy Solicitations

Instruction CVM No. 481/09, which regulated the information and documents that companies must disclose to instruct the exercise of voting rights of their shareholders in meetings, also established norms to regulate public proxy solicitations for the exercise of voting rights.

For the purposes of Instruction CVM No. 481/09, public proxy solicitations are considered:
a) solicitations that employ public communication means, such as television, radio, magazines, newspapers, and pages on the worldwide computer network; b) solicitations directed to more than 5 (five) shareholders, when promoted, directly or indirectly, by the administration or by a controlling shareholder; and c) solicitations directed to more than 10 (ten) shareholders, when promoted by any other person.

Proxy solicitations that do not fit into any of the above hypotheses will be considered private solicitations, not subject to the procedures provided for in the aforementioned instruction.

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

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

A copy of the draft proxy and the other information required in article 23 of the Instruction, including the identification of the natural or legal persons who promoted, organized, or funded the proxy solicitation, even partially, must be sent to the CVM, on the date of the start of the solicitation, through Module IPE of the Empresas.NET System, category "Meeting", type "AGO", "AGO/E", "AGE" or "AGESP", as the case may be, species "Material regarding public proxy solicitations".

For this obligation to be fulfilled, interested shareholders must send the public proxy solicitation, accompanied by all the information required in article 23 of Instruction CVM No. 481/09, to the DRI by the business day prior to the date of the start of the solicitation (article 26, paragraph 1, of the same Instruction).

In line with the provisions of Law No. 6.404/76, Instruction CVM No. 481/09 determines that proxies subject to public solicitation must:
a) indicate a proxy to vote in favor, a proxy to abstain, and another proxy to vote against each of the proposals subject to the solicitation; b) expressly indicate how the proxy must vote regarding each of the proposals or, if applicable, if he should abstain regarding such proposals; and c) be restricted to a single meeting.

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

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

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

Shareholders who represent at least 0.5% (zero point five percent) of the share capital of the open company may also obtain a list containing the addresses of all other shareholders of the company, at no cost (see item 7.1.3).

Regarding the charges related to the public proxy solicitation, Instruction CVM No. 481/09 establishes, in its article 32, that solicitations promoted by the administration may be funded by the company. In the case of solicitations formulated by shareholders representing at least 0.5% (zero point five percent) of the share capital, the rule provides that only expenses resulting from the following will be reimbursable:
a) publication of up to 3 (three) advertisements in the same newspaper in which the company publishes its financial statements; and b) printing and sending of proxy solicitations to the shareholders of the company.

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

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

It is noted that the company that accepts electronic proxies through a system on the worldwide computer network will not be obliged to reimburse shareholders for expenses incurred with the realization of public proxy solicitations for the exercise of voting rights (article 32 of Instruction CVM No. 481/09).

It is worth noting that companies that adopt remote voting, in accordance with Instruction CVM No. 561/15, and that wish to carry out a public proxy solicitation must disclose, together with the communication to the market of their intention to carry out said solicitation (article 27 of Instruction CVM No. 481/09), all valid requests for inclusion of proposals and candidates received so far, in accordance with article 21-P of Instruction CVM No. 481/09 (see item 7.1.6).

Finally, it is warned that the provisions contained in articles 1, 21-A, 21-L, 21-W, 21-X and in Annex 21-F of Instruction CVM No. 481/09, which deal specifically with remote voting, were altered in accordance with Instruction CVM No. 594, issued on 12/20/2017, and apply to meetings held from March 5, 2018 onwards and whose remote voting ballots are disclosed, in the form of §1 of art. 21-A, from February 1, 2018 onwards (see item 7.1.6).

7.1.3 Request for Shareholder Address List (article 126, paragraph 3, of Law No. 6.404/76)

The purpose of access to the address list of article 126, paragraph 3, of Law No. 6.404/76 is to allow the representation of shareholders by proxy in meetings, independent of the prior request for proxy by the company itself, increasing the possibilities of organization of non-controlling shareholders, aiming at the exercise of voting rights. If the shareholder wants to obtain the addresses of other shareholders for any other purpose than contacting them to represent them in a meeting, using proxies, article 126 cannot be invoked.

The express reference of paragraph 3 of article 126 to paragraph 1 of the same article, combined with the fact that the matter is regulated in the article that deals with representation in meetings, leaves no doubt about the need for a convened meeting, or imminent to be convened, for the rule of paragraph 3 to have application.

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

According to the Instruction, address list requests formulated by shareholders holding 0.5% (zero point five percent) or more of the share capital of the open company, based on article 126, paragraph 3, of Law No. 6.404/76, must be attended to by the company within, at most, 3 (three) business days, being forbidden to the company: (a) to require any other justifications for the request; (b) to charge for the provision of the shareholder list; or (c) to condition the approval of the request to the fulfillment of any formalities or to the presentation of any documents not provided for in paragraph 2 of article 126, namely: (i) contain all the informative elements necessary for the exercise of the requested vote; (ii) allow the shareholder to exercise a vote contrary to the decision with the indication of another proxy for the exercise of this vote; and (iii) be directed to all holders of shares whose addresses are in the company's registers.

Still according to Instruction CVM No. 481/09, the address list must list all shareholders in descending order, according to their respective number of shares, being unnecessary to identify the share participation of each one.

7.1.4 Installation of the Fiscal Council and election of its members

Law No. 6.404/76 established, in article 161, paragraph 4, letter "a", that holders of preferred shares without voting rights or with restricted voting rights will have the right to elect, in separate voting, one member and respective alternate; equal right will have minority shareholders, provided that they represent, together, ten percent or more of the shares with voting rights.

Article 240 of Law No. 6.404/76 also ensures that the functioning of the fiscal council will be permanent in mixed-economy societies and that one of its members, and respective alternate, will be elected by minority ordinary shares and another by preferred shares, if any.

When interpreting article 161, paragraph 4, letter "a", of Law No. 6.404/76, the CVM exposed, through CVM Orientation Opinion No. 19/90, that in order not to make nominal the right attributed by law to preferred shareholders, it must be understood that, from the separate voting of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective curtailment of the essential right to supervise and in non-equitable representation of interests, often contrary, which the law sought to protect.

In this sense, the understanding of SEP, in consonance with the provisions of Orientation Opinion No. 19/90, is that, in the election processes for the fiscal council provided for in article 161, paragraph 4, letter "a", and in article 240 of Law No. 6.404/76, no shareholders who do not fit into the concept of minority that the law sought to protect should participate, that is, besides controllers, persons linked to them should also not participate.

It is noted that the CVM Collegiate Board confirmed, on more than one occasion, in sanctioning processes, that entities over which the controlling shareholder of the company has a decisive influence cannot participate in the separate election of members of the fiscal council provided for in article 161, paragraph 4, of Law No. 6.404/76, either in the seat of preferred shareholders or in the seat of minorities. In this sense, see the decision of the CVM Collegiate Board issued in PAS CVM No. 11/2012, in a judgment session held on 12/02/2014 30.

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

Thus, as already stated in the vote of President-Relator Marcelo Trindade in PAS CVM No. 07/05 31, the impediment to vote extends to complementary pension entities sponsored by the open company or by its holding companies when, cumulatively:
a) the indication of the majority of its administrators falls to the sponsor or its controller, including when the tie-breaking vote falls to the representative of the sponsor or its controller; and b) no mechanism has been adopted that ensures that the deliberation for the choice of counselors to be elected by minority shareholders was taken with the majority participation of the administrators elected by the participants of the pension entity.

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

It is noted that, as mentioned in the vote of Director Otávio Yazbek, within the scope of Process CVM No. RJ2009/13179 32, the impediment to vote is directed to the shareholder. It is then up to the chairperson of the board to declare this impediment only in cases where the prohibition is evident. Thus, the chairperson of the meeting board should only impede the vote of shareholders in the separate election, if it remains evident, in each case, that there is the decisive influence of the controller or sponsor on the voting decision of the complementary private pension entity.

30 See http://www.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html 31 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html 32 See http://www.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html

The chairperson of the board, after evaluating and concluding that the influence of the controller is not evident, must call attention in the meeting (leaving, moreover, recorded in the respective minutes) to the understanding issued by SEP in this Circular Letter, in the sense that it is up to each complementary private pension entity to evaluate if its vote, to some extent, suffers influence from the controlling shareholder and, if it decides to vote in the separate election, it must be able to present, if questioned after the meeting, elements that allow demonstrating that there was no said influence.

As provided in paragraph 2 of article 161 of Law No. 6.404/76, the fiscal council, when the functioning is not permanent, will be installed by the general meeting at the request of shareholders representing at least 0.1 (one tenth) of the shares with voting rights, or 5% (five percent) of the shares without voting rights, and each period of its functioning will end at the first ordinary general meeting after its installation.

Instruction CVM No. 324/00 fixes a scale reducing, according to the share capital, the minimum percentages of share participation necessary for the request for installation of Fiscal Council of open company provided for in paragraph 2 of article 161 of Law No. 6.404/76.

Thus, the minority shareholder has the right to request, in 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 33. However, the percentage of share participation for separate election, which deals with paragraph 4, (a), of article 161 of Law No. 6.404/76, cannot be reduced by the CVM, since it does not fit into one of the hypotheses provided for in article 291 of the same law.

For this reason, in cases where (i) there are no non-controlling 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 understanding of the CVM 34 is that the shareholders present, including the controller, may elect the fiscal counselors, by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the fiscal council in the mentioned hypothesis, and if he does not do so, all counselors will be elected by the vote of the other shareholders, regardless of their participation in the capital, since the council will be installed (article 161, paragraph 2), and the election of its members is mandatory (article 161, paragraph 4).

33 See http://www.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://www.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html 34 See http://www.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://www.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html

Furthermore, it is worth highlighting the understanding issued by the CVM Collegiate Board in the meetings of 05/06/2008 35 and 09/23/2008 36 (Process CVM RJ2007/11086), in the sense that the requirement of "10% or more of the shares with voting rights" provided for in article 161, paragraph 4 does not refer to the number of shares that the minority present at the meeting needs to hold to elect, in separate voting, a member and respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all non-controlling shareholders of the company.

It is also warned that Instruction CVM No. 481/09 provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, companies registered in Category A to which the aforementioned Instruction applies must provide, at minimum, the information required for items 12.5 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see articles 1 and 10 of Instruction CVM No. 481/09, as amended by Instruction CVM No. 594, of 12/20/2017).

For their part, open companies registered in Category B must, in line with the provisions of article 133, item V of Law No. 6.404/76 (in the case of AGO) and in article 21, item VIII and article 31, item II, both of Instruction CVM No. 480/09, send all documents necessary for the exercise of voting rights in general meetings, providing sufficient information about the candidates, in order to allow shareholders to deliberate on the matter.

In line with the provisions of article 6, item II, of Instruction CVM No. 481/09, for those companies that adopt remote voting (see item 7.1.6), in accordance with Instruction CVM No. 561/15, companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of article 10 of Instruction CVM No. 481/09.

It is warned that the provisions contained in articles 1, 21-A, 21-L, 21-W, 21-X and in Annex 21-F of Instruction CVM No. 481/09, which deal specifically with remote voting, were altered in accordance with Instruction CVM No. 594, issued on 12/20/2017, and apply to meetings held from March 5, 2018 onwards and whose remote voting ballots are disclosed, in the form of §1 of art. 21-A, from February 1, 2018 onwards (see item 7.1.6).

In the case of companies with Depositary Receipts traded abroad (as is the case of ADRs), it is emphasized that, if it is possible for the holders of DRs to exercise voting rights, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders.

The suggested form of disclosure is through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it is an indication of candidates for member of the fiscal council presented by minority shareholders.

35 See http://www.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html 36 See http://www.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html

Such information must be provided by companies registered in Categories A and B in the form established in this Circular (see items 3.4 and 4.2), as the case may be.

Regarding the election of the alternate members of the Fiscal Council, article 161, paragraph 1, of Law No. 6.404/76 provides that the Fiscal Council will be composed of at least 3 (three) and, at most, 5 (five) members, and alternates in equal number, shareholders or not, elected by the general meeting.

The election of the alternate members of the Fiscal Council is, therefore, mandatory, and the Fiscal Council must be composed of principal and alternate members in equal number, inasmuch as the indication of the alternate member is necessary to prevent the hypothesis of absence of the principal, avoiding that shareholders are unable to exercise their fundamental right of supervision, provided for in article 109, item III, of Law No. 6.404/76, through their elected representative.

7.1.5 Election of members of the Board of Directors

Law No. 6.404/76 provides that non-controlling shareholders may elect members to the board of directors through:
a) the multiple voting process provided for in the caput of article 141; and b) the separate election mechanism provided for in paragraph 4 of article 141, in which the majority of holders may elect one member and his alternate, excluding the controlling shareholder:
(i) of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and (ii) of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the share capital.

The CVM Collegiate Board, in a meeting held on 11/04/2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 37, understood that shares held in treasury must be excluded from the total number of shares or from the total number of shares with voting rights, as the case may be, for the purposes of calculating the percentages indicated in article 141, paragraphs 4 and 5, of Law No. 6.404/76.

Article 239 of Law No. 6.404/76 also ensures to the minority the right to elect one of the members of the board of directors, if a greater number does not fall to them by the multiple voting process, in mixed-economy societies.

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

37 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html

For this reason, the SEP understands that the interpretation the CVM has been making in Advisory Opinion CVM No. 19/90 and in sanctioning proceedings regarding the separate election provided for in Article 161, paragraph 4, of Law No. 6.404/76 (see item 7.1.4), also applies to the separate election of Article 141, paragraphs 4 and 5, of Law No. 6.404/76, as well as to Article 239 of that Law.

The prerogative to elect members of the administrative council established in these provisions belongs to minority or preferred shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises decisive influence. In this sense, see the decision of the CVM Board issued in CVM Sanctioning Process No. 11/2012, in a judgment session held on 12/02/2014 38.

The SEP understands that the understanding established in the vote of President-Relator Marcelo Trindade in CVM Sanctioning Process No. 07/05 39 (see item 7.1.4) also applies to the elections of members for the administrative council covered by Articles 141, paragraphs 4 and 5, and 239 of Law No. 6.404/76. Thus, in analyzing the existence of decisive influence by the controller over other shareholders of the company, for the purpose of verifying the classification of these as minorities holding the right to participate in the separate election, the governance structure of each shareholder will be taken into account, primarily.

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 40, the voting impediment is directed at the shareholder. Therefore, it is up to the chairman of the meeting to declare this impediment only in cases where the prohibition remains evident. Thus, the chairman of the general meeting should only prevent shareholders from voting in the separate election if it remains evident, in each case, that there is decisive influence by the controller or sponsor on the voting decision of the supplementary private pension entity.

The chairman of the meeting, after evaluating and concluding that the controller's influence is not evident, must draw attention in the meeting (leaving, moreover, a record in the respective minutes) to the understanding issued by the SEP in this Circular Letter, to the effect that it is up to each supplementary private pension entity to assess whether its vote, to some extent, suffers influence from the controlling shareholder and, if it decides to vote in the separate election, it must be able to present, if questioned after the meeting, elements that allow demonstrating that the aforementioned influence did not exist.

38 See http://www.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html 39 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html 40 See http://www.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html

Regarding the election of administrative councilors by non-controlling shareholders, it is emphasized that in the meeting held on 04/11/2006 41, the CVM Board decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6.404/76 given in the meeting of 11/08/2005 (CVM Process RJ2005/5664) 42, which, in cases where the company has only issued shares with voting rights, those holding at least 10% of the total voting shares have the right to elect and remove one member and his alternate from the Administrative Council, in a separate vote at the general meeting, excluding the controlling shareholder.

Article 239 of Law No. 6.404/76, specifically aimed at mixed-economy companies, allows holders of ordinary non-controlling shares in these companies, regardless of the shareholding they hold, to elect one member of the administrative council, if a larger number does not fall to them under the multiple voting process provided for in Art. 141 of the Law.

Thus, the application of Article 239 depends initially on verifying the number of administrative council members that holders of ordinary shares will be able to elect under the multiple voting process. At this stage, one must seek to carry out the election observing all rules of Article 141, including the quorum provided for in paragraph 4, item I.

Only in cases where this is not sufficient to ensure that minority holders of ordinary shares can elect one member of the administrative council, is the provision of Article 239 applied, ruling out the possibility of election by the procedure provided for in Article 141, paragraph 4, item I, and paragraph 5.

Since it is specifically directed at shareholders holding ordinary shares, the use of Article 239 does not prejudice the exercise by preferred shareholders of the right to elect separately one member of the administrative council and his alternate, in the manner of Article 141, paragraph 4, II, of Law No. 6.404/76.

Note that Article 147, paragraph 1, of Law 6.404/76 enumerates certain hypotheses of ineligibility for administrative positions, including cases provided for in special law.

In light of this, and specifically regarding the situation of open mixed-economy companies, attention is called to the ineligibility hypotheses provided for in Article 17, paragraph 2, of Law 13.303/16.

In this regard, in addition to observing, in the election of their own administrators, the ineligibility hypotheses provided for in such device, according to the understanding of the Board in Process 19957.008923/2016-12 43, mixed-economy companies must also refrain from making indications of persons covered by these hypotheses for positions in companies in which such mixed-economy companies are investors.

41 See http://www.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html 42 See http://www.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html 43 See http://www.cvm.gov.br/decisoes/2016/20161227_R1/20161227_D0476.html

Additionally, according to the understanding of the Board in Process 19957.011269/2017-05 44, the requirements and prohibitions for the indication and election of administrators, provided for in Law 13.303/16, also apply to members of the statutory nomination and evaluation committee provided for in Art. 10 of the aforementioned law.

It is worth alerting that Instruction CVM No. 481/09 provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent by the date of publication of the first call announcement, unless Law No. 6.404/76, Instruction CVM No. 481/09, or another norm issued by the CVM establishes a longer deadline.

It is highlighted that Instruction CVM No. 481/09 provides that whenever the general meeting is convened to elect administrators or members of the supervisory council, the company must provide, at minimum, the information required for items 12.5 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see items a and a).

Regarding open companies registered in Category B, it is worth noting that, in accordance with Article 133, item V of Law No. 6.404/76 (in the case of the Ordinary General Meeting), paragraph 3 of Article 135 of Law No. 6.404/76 (in the case of the Ordinary General Meeting), and Article 21, item VIII and Article 31, item II, both of Instruction CVM No. 480/09, it is mandatory to send all documents necessary for the exercise of voting rights in general meetings. Thus, sufficient information about the candidates must be provided, in order to allow shareholders to deliberate on the matter.

In line with the provisions of Article 6, item II, of Instruction CVM No. 481/09, companies must disclose information about candidates for the Administrative Council and Supervisory Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 10 of Instruction CVM No. 481/09.

In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is emphasized that, if it is possible for holders of DRs to exercise voting rights, it appears necessary that such prerogative be exercised to the maximum degree of equality possible with shareholders.

The suggested form of disclosure is through Module IPE of the Empresas.NET System, in the category “Notice to Shareholders”, type “Other Notices”, including in the subject that it concerns the indication of candidates for administrative council/supervisory council members presented by minority shareholders.

We draw attention that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Administrative Council, provided that these shareholders present information about the candidates until a certain deadline prior to the date scheduled for the meeting.

44 See http://www.cvm.gov.br/decisoes/2018/20180105_R1/20180105_D0870.html

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

Such information must be provided by companies registered in Categories A and B in the manner indicated in this letter (see items 3.4 and 4.2).

7.1.6 Remote Voting – Instruction CVM No. 561/15
a. Scope of Instruction CVM No. 561/15
On 07.04.2015, Instruction CVM No. 561/15 was issued, which promoted changes in Instructions CVM No. 480/09 and No. 481/09 in order to regulate the participation and remote voting of shareholders in general meetings of open companies. Through this norm, the CVM sought to facilitate participation in meetings and the exercise of certain rights by non-controlling shareholders.

On 21.12.17, Instruction CVM No. 594/17 was issued, which altered provisions of Instruction CVM No. 481/09, including, with respect to the institution of remote voting. It is worth noting that these changes will be applicable to meetings held from March 5, 2018, and whose remote voting bulletins are disclosed, in the manner of § 1 of Art. 21-A, from February 1, 2018 onwards.

Furthermore, Instruction CVM No. 594/17 restricted the application of Instruction CVM No. 481/09 to open companies registered in category A, authorized by a market administrator entity to trade shares on a stock exchange, and that have shares in circulation, thus considered as the company's shares, with the exception of those held by the controller, persons linked to him, the company's administrators, and those held in treasury.

The procedures described in Instruction CVM No. 481/09 apply to: (a) Ordinary General Meetings; (b) Extraordinary General Meetings that deliberate (i) on the election of members of the supervisory council or (ii) of the administrative council, when the election is necessary due to the vacancy of the majority of the council positions, due to vacancy in a council that was elected by multiple voting, or to fill vacancies dedicated to the separate election covered by Arts. 141, § 4, and 239 of Law No. 6.404/76; and (c) whenever the extraordinary general meeting is convened to occur on the same date scheduled for the ordinary general meeting, in accordance with Art. 4 of Instruction CVM No. 594/17.

The provisions of the norm must be applied mandatorily, on January 1, 2018, for open companies registered in category A and authorized by a market administrator entity to trade shares on a stock exchange.

The provisions of this Instruction do not apply to open companies that do not have shares in circulation, thus considered as the company's shares, with the exception of those held by the controller, persons linked to him, the company's administrators, and those held in treasury.

Nevertheless, companies not obligated by Instruction CVM No. 481/09 to adopt the remote voting procedure may do so optionally, in which cases they must fully comply with the provisions of Instruction CVM No. 481/09.

In line with what is provided for in §2 of Article 21-A of Instruction CVM No. 481/09, any open company to which the aforementioned instruction applies may use remote voting voluntarily in a specific extraordinary general meeting, even if it has not announced the adoption of the remote voting mechanism in the manner of CVM Deliberation No. 741/15. The issuer who chooses to adopt remote voting in an extraordinary general meeting not included in the list of Article 21-A of Instruction CVM No. 481/09 will not be obligated to do so in other extraordinary general meetings, but must follow the deadlines and conditions established in Chapter III-A, except for Section IV, of Instruction CVM No. 481/09.

The adoption of remote voting in a specific general meeting must always cover all matters included in the agenda, regardless of their presence or not in the relationship provided for in Article 21-A of Instruction CVM No. 481/09, as provided for in 21-F, §1, I of the aforementioned instruction.

Companies that opt for the adoption of remote voting in their general meetings, and that are not obligated to do so, must communicate this fact to the market through Module IPE of the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Adoption of remote voting”).

Furthermore, in line with the provisions of Subsection I of Section I of Chapter III of Instruction CVM No. 480/09 – “Content and Form of Information”, the company must inform that it will adopt the remote voting procedure provided for in Instruction CVM No. 561/15, in the call notice of the respective general meeting.

It is important to note that the deadlines provided for in Instruction CVM No. 481/09, with respect to the institution of remote voting, take into account calendar days (with the exception of those that the instruction itself expressly provides that the deadline is counted in business days), including weekends and national holidays in the count, so companies must take into account the end terms of the aforementioned deadlines for establishing the dates of meetings in which remote voting will apply.

Furthermore, in the case of a second call, the deadlines provided for in Instruction CVM No. 481/09 are not altered, with all deadlines established for the first call of the meeting in question being maintained.

b. Remote Voting Bulletin
To instrument the remote voting procedure, a document called Remote Voting Bulletin was created. This document allows shareholders to indicate if they wish to use their shares to request, for example, the adoption of the multiple voting procedure or the installation of the Supervisory Council, issues that, although not proposed by the administration, must be included in the remote voting bulletin, as they are shareholders' rights, according to Corporate Law. It also gathers all deliberation proposals included in the agenda of the meetings to which it applies, whether by controlling shareholders and the administration, or by non-controlling shareholders. Thus, the Remote Voting Bulletin seeks to function not only as a voting instrument, but also as an articulation tool among shareholders.

The Remote Voting Bulletin is an electronic document whose form reflects Annex 21-F of Instruction CVM No. 481/09 and must contain (i) all matters contained in the agenda of the general meeting to which it refers; (ii) guidelines on the possibility of direct submission to the company and mention of the possibility of using authorized service providers; (iii) guidelines on its submission by postal mail or electronic means, when the shareholder wishes to send it directly to the company; and (iv) guidelines on the formalities necessary for the vote sent directly to the company to be considered valid.

The description of the matters to be deliberated in the meeting in the Remote Voting Bulletin must be drafted in clear, objective language that does not mislead the shareholder, and may contain links to pages on the World Wide Web where the proposals are described in more detail, and the other provisions of Article 21-G of Instruction CVM No. 481/09 on the subject must also be observed.

In this sense, matters included in remote voting bulletins at the request of shareholders must contain this information.

The Remote Voting Bulletin must be made available by the company up to 1 (one) month before the date scheduled for the holding of the meeting, and, in accordance with Instruction CVM No. 481/09, amended by Instruction CVM No. 594/17, the bulletin may be re-presented by the company:
(i) up to 20 (twenty) days before the date scheduled for the holding of the meeting to include candidates indicated for the administrative council and the supervisory council in the manner of Art. 21-L (Art. 21-A, §3, I of Instruction CVM No. 481/09); or (ii) in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws (Art. 21-A, §3, II of Instruction CVM No. 481/09).

In the case described in item (i) above, unless the shareholder sends a new voting instruction, the votes previously granted by him to candidates included in the previously published bulletin must be considered valid. In the case described in item (ii) above, the votes previously granted by the shareholder to the affected proposal must be considered invalid.

The re-presentation of the remote voting bulletin for any reason must be immediately communicated by the company to the market, informing:

(i) the reason for the re-presentation and the proposals of the bulletin that were altered; (ii) that votes previously granted to the altered deliberation will be considered invalid, in the case provided for in Art. 21-A, §3, II of Instruction CVM No. 481/09; (iii) the deadline for the shareholder, if he wishes, to send a new voting instruction; and (iv) that, in order to avoid that his voting instruction may be considered conflicting, it is recommended that the shareholder send his eventual new instruction to the same service provider previously used.

The voting instruction must be sent by the shareholder (i) directly to the company (by postal mail or electronic means), (ii) to the shareholder's custodian (if the shares are deposited in a central depository) or (iii) to the financial institution contracted by the company to provide securities registration services, and must be received up to 7 (seven) days before the said date, in accordance with Article 21-B of Instruction CVM No. 481/09.

Shareholders who wish to do so may, in accordance with Article 21-L of Instruction CVM No. 481/09, make requests to include proposals in the Remote Voting Bulletin of (i) candidates for the administrative council and the supervisory council of the company and (ii) matters to be deliberated at the occasion of the ordinary general meeting, and for this purpose, the participation percentages provided for in Annex 21-L-I and Annex 21-L-II of Instruction CVM No. 481/09 must be observed, respectively.

In these cases, within 3 (three) business days, the company must inform the requesters that it will include in the voting bulletin the proposals received from shareholders or indicate the complete list of reasons why such request does not meet regulatory requirements, including cases where the requests were received outside the deadlines regulated by Instruction CVM No. 481/09.

Although item II of Article 21-L of Instruction CVM No. 481/09 limits the inclusion of deliberation proposals by shareholders to the occurrence of ordinary general meetings, these proposals may concern matters within the competence of ordinary or extraordinary general meetings, as provided for in the sole paragraph of Article 21-M of the aforementioned Instruction.

In the case of deliberation proposals in the remote voting bulletin at the occasion of an OGM, the request must be sent during the period between the first business day of the social year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding, in accordance with Instruction CVM No. 594/17.

In the specific case of indicating candidates for the administrative council and the supervisory council of the company, in accordance with Art. 21-L, §1 of Instruction CVM No. 481/09 amended by Instruction CVM No. 594/17, the request must be received by the investor relations director, in writing and in accordance with guidelines contained in item 12.2 of the reference form, within the following deadlines:
(i) between the first business day of the social year in which the general meeting will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general meeting; or

(ii) between the first business day after the occurrence of an event justifying the convening of a general meeting for the election of members of the board of directors and the fiscal council, and up to 25 (twenty-five) days before the date of the holding of the meeting, in the case of an extraordinary general meeting convened for this purpose.

As is the case with the disclosure of the Remote Voting Ballot by companies, proposals for the inclusion of resolutions to be decided by shareholders must contain a description of the matters to be deliberated in clear, objective language that does not induce error, and may also contain links to pages on the World Wide Web where the proposals are described in more detail, while also observing the other provisions of Article 21-M of CVM Instruction No. 481/09 on the subject.

As provided for in Article 21-O of CVM Instruction No. 481/09, the request for inclusion of proposals in the Remote Voting Ballot may be revoked at any time until the date of the holding of the general meeting, through a written communication by the respective proposers, addressed to the Company's Investor Relations Department (DRI), in which case the votes already conferred on the revoked proposal will be disregarded.

The company must immediately communicate to the market the revocation of the request for inclusion referred to in the preceding paragraph, if the Remote Voting Ballot has already been made available, through Module IPE of the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Shareholder request for voting ballot”);

Regarding voting ballots received directly by the company, it must communicate to the shareholder, within 3 (three) days of its receipt: (i) the receipt of the remote voting ballot, as well as that the ballot and the documents sent as attachments are sufficient for the remote vote to be considered valid; (ii) the need to rectify or resend the remote voting ballot or the documents accompanying it, describing the procedures and deadlines necessary for the regularization of the vote.

Companies that wish to make a public request for proxy must disclose, together with the communication to the market of their intention to make such request (Article 27 of CVM Instruction No. 481/09), all valid requests for the inclusion of proposals and candidates received up to that point, in accordance with Article 21-P of CVM Instruction No. 481/09.

It is noted that for compliance with §§ 2 and 3 of Article 21-L of CVM Instruction No. 481/09, the company must disclose the date of the holding of the general meetings through Module IPE of the Empresas.NET System, Category: “Notice to Shareholders” / Type: “Scheduled Date for General Meeting”, (i) within the first 15 days of the fiscal year in the case of an Ordinary General Meeting (AGO) and (ii) within 7 business days after the occurrence of the event that justified the convening, in the case of an Extraordinary General Meeting (AGE).

In this sense, pursuant to §2 of Article 21-L of CVM Instruction No. 481/09, if the company does not disclose the date of its ordinary general meeting within the established deadline, its holding shall be considered to take place on the same date as that held in the previous fiscal year.

Although CVM Instruction No. 481/09 has not set a minimum period between the disclosure of the date of occurrence of a meeting and the deadline for the submission of proposals by shareholders, the company must grant a reasonable period so that shareholders can exercise this right.

This reasonableness is expressly provided for in the case of a change in the date of occurrence of the meeting, pursuant to art. 21-L, § 4 of CVM Instruction No. 481/09, but must always be observed when disclosing the date of any meeting in which the remote voting mechanism will be used, regardless of whether there has been a change in the initially disclosed date or not.

c. Remote voting exercised through service providers

As provided for in item II of Article 21-B of CVM Instruction No. 481/09, the shareholder may send the instructions for filling out the Remote Voting Ballot to its custodians or to the financial institutions contracted by the companies for the provision of securities registration services.

Voting instructions sent by the same shareholder that, regarding the same resolution, have voted in different directions in voting ballots delivered through different service providers are considered conflicting, as provided in §1 of Article 21-S of CVM Instruction No. 481/09.

It is noted that, pursuant to art. 21-W, §5, I of CVM Instruction No. 481/09, if a shareholder who has sent a remote voting ballot by any means attends the meeting and requests to exercise the vote in person, the votes should not be considered conflicting. In these cases, the ballot sent should be disregarded, and the vote cast in person should be counted by the company.

Pursuant to item “b” of item II of Article 21-T of CVM Instruction No. 481/09, the registrar must send to the company a summary map of the shareholders' voting instructions, identifying how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received.

The company will disclose, through Module IPE of the Empresas.NET System (Category: “Meeting” / Type: AGO, AGE or AGOE” / Species: “Registrar’s Map”) and on its website, the summary voting map received from the registrar, on the same date of its receipt, as established in §2 of Article 21-T of CVM Instruction No. 481/09.

d. Remote voting exercised directly

As provided for in item I of Article 21-B of CVM Instruction No. 481/09, the shareholder may send the Remote Voting Ballot directly to the company, by postal mail or electronically, in accordance with the guidelines contained in item 12.2 of the Reference Form.

Regarding the formalities to be required by companies for the identification of the shareholder, CVM Instruction No. 481/09 has not delimited a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably prevent the participation in the meeting of the shareholder using remote voting.

Until the end of the deadline for receiving the Remote Voting Ballot, the shareholder may send a new voting instruction to the company, which should not be considered as a conflicting voting instruction, but rather as a rectification, pursuant to the sole paragraph of Article 21-U of CVM Instruction No. 481/09.

Finally, it is recommended that, in the event that the shareholder does not fill out the ballot in its entirety or contains items filled out incorrectly, if the deadline for rectifying the remote voting instructions is still in effect, the company must inform the shareholder of the inconsistencies found in the ballot and grant the shareholder the possibility of rectification. If the aforementioned deadline has already expired, the company must count the items that were filled out correctly and reject the specific items in which problems in the filling were found.

e. Counting of votes in the general meeting

The shareholder who uses remote voting and whose voting ballot has been considered valid or who has registered their presence in the electronic participation system for remote use provided by the company must be considered present at the respective meeting and a signatory of its minutes, pursuant to the sole paragraph of Article 21-V of CVM Instruction No. 481/09.

§1 of Article 21-W of CVM Instruction No. 481/09 provides that the voting instruction originating from a specific CPF (Individual Taxpayer Registry) or CNPJ (Corporate Taxpayer Registry) must be attributed to all shares held by that CPF or CNPJ, according to the shareholder positions provided by the registrar, on the date of the meeting.

Moreover, in case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction originating from the registrar must prevail in the counting of votes to the detriment of those received directly by the company, as provided in §2 of Article 21-W of CVM Instruction No. 481/09 and in item “g” of item III of CVM Deliberation No. 741/15.

As provided in §3 of Article 21-W of CVM Instruction No. 481/09, on the eve of the date of holding of the general meeting, the company must disclose through the electronic system on the CVM website (Module IPE of the Empresas.NET System, Category: “Meeting” / Type: “AGO, AGE or AGOE” / Species: “Consolidated remote voting map”) and on its own website, a consolidated summary voting map consolidating the votes cast remotely, that is, adding to the count of remote votes the instructions received directly by the company.

Regarding the method of counting votes in the general meeting, pursuant to §5 of Article 21-W of CVM Instruction No. 481/09, remote voting instructions from shareholders who, (i) physically attending the general meeting, request to exercise the vote in person; (ii) have opted to vote through an electronic system provided by the company, in the form of item II of §2 of Article 21-C of CVM Instruction No. 481/09; or (iii) are not eligible to vote in the meeting or in the respective resolution, must be disregarded.

In this sense, the company must count votes, pursuant to Article 21-W of CVM Instruction No. 481/09: (i) according to the analytical map of shareholders' voting instructions provided by the registrar; (ii) according to the analytical voting map prepared by the company based on the remote voting ballots received directly from shareholders; and (iii) according to the voting manifestations presented by shareholders present at the meeting.

§1 of Article 21-W of CVM Instruction No. 481/09 does not provide for a cutoff date for determining shareholders eligible to participate in the meeting. There has been no change in this regard in the procedures normally applied in the meeting, which shall continue to observe the provisions of Article 126 of the Corporations Law.

Thus, if the shareholder alienates shares between the date of transmission of the voting instruction (remote voting ballot) and the date of the meeting, only the votes of the shares that remain in their ownership should be counted, and it is the company's responsibility to verify this balance at the time of the meeting.

As provided in §6 of Article 21-W of CVM Instruction No. 481/09, on the date of holding of the general meeting, the company must disclose through the electronic system on the CVM website (Module IPE of the Empresas.NET System, Category: “Meeting” / Type: “AGO, AGE or AGOE” / Species: “Final voting map”) and on its own website, a final synthetic voting map consolidating the votes cast remotely and the votes cast in person, as computed in the meeting.

Furthermore, pursuant to CVM Instruction No. 594/17, within 7 business days after the holding of the meeting, the company must disclose through Module IPE of the Empresas.NET System, a detailed final voting map consolidating the votes cast remotely and the votes cast in person, as computed in the meeting, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them regarding each matter, and the information on the shareholder position.

It is noted that, when the election does not allow for the use of the multiple voting process, requests of this nature made through the remote voting ballot must be disregarded, remaining valid the votes cast in the same ballot regarding other matters.

7.1.7 Abuse of Voting Rights and Conflict of Interest (art. 115, §1 of Law No. 6.404/76)

As provided in §1 of art. 115 of Law No. 6.404/76, the shareholder may not vote on the resolutions of the general meeting relating to the report on the valuation of assets with which they contribute to the formation of social capital and to the approval of their accounts as an administrator, nor in any others that could benefit them in a particular manner, or in which they have an interest conflicting with that of the company.

The CVM Collegiate Board, in a judgment held on 11/28/2017 (CVM Administrative Sanctioning Process No. RJ2014/10556), understood that the shareholder who is also an administrator is prohibited, pursuant to art. 115, §1, of Law No. 6.404/76, from voting regarding the proposal of a liability action against themselves (art. 159 of Law No. 6.404/76) 45.

It is worth highlighting that, according to the Collegiate Board's decision, the fact that the accused had resigned from the administrative position before the holding of the general meeting does not change the configuration of the voting impediment, as they are the target of the proposal for a civil liability action, which would be based on facts occurring during the period in which they were part of the company's administration.

On the other hand, it was decided that the shareholder-administrator may vote on the resolution regarding the proposal of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even indicated by them.

At the same time, the Collegiate Board reiterated the understanding already expressed in the records of CVM Administrative Sanctioning Process No. RJ2014/10060, judged on 11/10/2015 46, to the effect that the shareholder-administrator is also prohibited, pursuant to art. 115, §1, of Law No. 6.404/76, from voting on the resolution relating to the taking of their accounts, through a company under their complete influence. It was highlighted that, if the rule seeks to remove the administrator's will from the resolution, it is not logical or reasonable to admit that this will is manifested through a different means, but with the same effectiveness.

7.2 Merger, consolidation, and spin-off

The administrative bodies or partners of the societies involved in merger, share merger, 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 resolution of the general meeting of the companies through justification, in which the information contained in the items of Article 225 of the Corporations Law (LSA) will be exposed.

In situations where at least one of the issuers is registered in Category A, CVM Instruction No. 565/15 also applies.

45 See http://www.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html 46 See http://www.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html

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 for in Articles 224 and 225, the calculation of the exchange ratios of the shares of the non-controlling shareholders of the controlled company based on the value of the net assets of the shares of the controlling and controlled companies, with the two net assets evaluated according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or any other criterion accepted by the Securities and Exchange Commission (CVM), in the case of publicly-held companies (Article 264 of Law No. 6.404/76 and Article 8 of CVM Instruction No. 565/15).

Regarding the publication in the press of the Relevant Fact referred to in Article 3 of CVM Instruction No. 565/05, it should be noted that the operation must be disclosed in accordance with the regulations in force, which currently include Law No. 6.404/76 and CVM Instruction No. 358/02, so that CVM Instruction No. 565/15 defines only the minimum content of the instrument that will disclose it, if such disclosure is necessary. Thus, it is up to the company's administration to assess the convenience and opportunity of disclosing the aforementioned relevant fact.

CVM Instruction No. 565/05 also introduced an annex to CVM Instruction No. 481/09, regarding meetings that will deliberate on merger, spin-off, merger, and share merger involving at least one issuer registered in Category A, for the companies to which the aforementioned Instruction applies. This annex requires a series of information, which must be provided in the proposal, which must be disclosed through Module IPE of the Empresas.NET System, category “Meeting”, type “AGE” or “AGO/E”, species “Management Proposal”, subject “Merger”, “Spin-off”, “Merger” or “Share Merger”. Among such information, the following stand out:

f. the protocol and the justification, which, according to the usual practice of publicly-held companies, may appear in a single document; g. copies of studies, presentations, reports, opinions, or valuation reports of the companies involved made available to the controlling shareholder; h. financial statements used for the purposes of the operation; and
i. pro forma financial statements prepared for the purposes of the operation.

The exchange ratios must be disclosed by the company both in the relevant fact (Annex 3 of CVM Instruction No. 565/15) and in the Protocol (Article 224 of Law No. 6.404/76), highlighting that the criteria used and the values that served as the basis for the calculation of the exchange ratios must also be disclosed.

Pursuant to paragraph 2 of Article 264 of the LSA, the valuation of the net assets of the societies in merger or consolidation operations involving a controlling company and a controlled company or societies under common control will be carried out by a specialized company, in the case of publicly-held companies.

Regarding financial statements, note that Article 5 of CVM Instruction No. 565/15 provides that the societies involved must disclose statements whose base date is the same for all societies in question and that such date is not earlier than 180 days from the meeting that will deliberate on the operation. This latter deadline may be extended to 360 days, at the discretion of the administrators of the publicly-held companies involved, provided that the financial situation of the societies involved has not changed significantly after the base date of the statements and the administrators sign a declaration to this effect.

The statements must be prepared in accordance with Law No. 6.404/76 and audited by an independent auditor registered with the CVM, even if some of the societies involved are not corporations or are not subject to the rules issued by the CVM.

Additionally, pro forma financial statements must also be prepared for the societies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Likewise, such statements must be prepared in accordance with Law No. 6.404/76 and will be subject to reasonable assurance by an independent auditor registered with the CVM.

It is worth noting, furthermore, that the recommendations of Orienting Opinion No. 35/08 apply to merger, consolidation, and share merger operations involving a controlling society and its controlled societies or societies under common control. Thus, although the procedures described in the aforementioned opinion are not exclusive or exhaustive, the CVM understands that their adoption is an adequate way to comply with the fiduciary duties of administrators provided for in Articles 153, 154, 155, and 245 of Law No. 6.404/76.

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

Additionally, it is recommended that the resolutions and negotiations relating to the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of compliance with the fiduciary duties provided for by law by the members of the Board of Directors and the independent committee.

Furthermore, it is not recommended to disclose any exchange ratio that the administration or the controlling shareholder intends to apply to the intended operation before the completion of the work of the independent committees, as this disclosure at an earlier stage may, in fact, influence the quotation of the shares issued by the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in Article 4 of CVM Instruction No. 565/15 must be disclosed.

Finally, in cases where the merger, consolidation, or spin-off operation gives rise to dissenting shareholders' rights, publicly-held companies that have shares admitted to trading in regulated markets must, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, in the manner described in this Circular Letter (see item 4.2). Note, however, that in cases of increase or decrease in capital exclusively due to merger, consolidation, or spin-off operations, it is not necessary to make Annexes 14 and 16 of CVM Instruction No. 481/09 available.

7.2.1 Requests for Waiver of Compliance Requirements (CVM Resolution No. 559/08)

On 18.11.08, CVM Resolution No. 559/08 was issued, attributing competence to the SEP to express the CVM's opinion regarding the recognition of situations where its action to enforce compliance with certain requirements is not justified, in cases of operations involving public companies related to the incorporation of a subsidiary by a controlling company, incorporation of a controlling company by a subsidiary, merger of a controlling company with a subsidiary, incorporation of shares of a subsidiary or controlling company, or incorporation, merger, and incorporation of shares of companies under common control, provided that the requirements listed in the Resolution are met.

According to the Resolution, the SEP's opinion in these cases may refer only to the non-observance of the following requirements:
a. preparation of a report based on the value of the net equity of the shares of the controlling and controlled companies, with both equities evaluated according to the same criteria and on the same date, at market prices, in accordance with Article 264 of Law No. 6.404/76; b) publication, in the press, of the Relevant Fact referred to in Article 2 of CVM Instruction No. 319/99; and c) preparation of financial statements audited by an independent auditor registered with the CVM, in accordance with Article 12 of CVM Instruction No. 319/99.

The SEP does not have competence to waive the publication of the Relevant Fact provided for in Article 2 of CVM Instruction No. 358, of 2002.

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

On June 15, 2015, CVM Instruction No. 565 was approved by the CVM Board, which provides for merger, spin-off, incorporation, and share incorporation operations involving issuers of securities registered in Category A, which revoked items I, III to VII of Article 1, Articles 2 to 5, 10 to 15, and 17 of CVM Instruction No. 319, of 1999; and CVM Instruction No. 320, of 1999.

With the approval of this Instruction, the Relevant Fact referred to in Article 2 of CVM Instruction No. 319, of 1999, came to be regulated in Articles 3 to 5 of CVM Instruction No. 565, of 2015. Nevertheless, the Public Hearing Report SDM No. 04, of 2013, states that the Relevant Fact regarding the operation of merger, spin-off, incorporation, or share incorporation must be disclosed in accordance with the regulations in force, which currently include Law No. 6.404, of 1976, and CVM Instruction No. 358, of 2002, such that CVM Instruction No. 565, of 2015, merely defines the minimum content of the instrument that will disclose it, if such disclosure is necessary, so that it is up to the Company's administration to assess the convenience and timeliness of disclosing the Relevant Fact; if it does, its minimum content must reflect the provisions of Annex 3 of CVM Instruction No. 565, of 2015.

Similarly, the preparation of financial statements of companies involved in merger, spin-off, incorporation, or share incorporation operations, audited by an independent auditor registered with the CVM, previously regulated by Article 12 of CVM Instruction No. 319, of 1999, came to be regulated by Chapter III (Articles 6 and 7) of CVM Instruction No. 565, of 2015. Article 10 of this same Instruction further provided that the obligations set forth in Chapter III do not apply to incorporations or share incorporations of closed companies by an issuer of securities registered in Category A if the operation does not represent a dilution greater than 5% (five percent).

Regarding the preparation of a report based on the value of the net equity of the shares of the controlling and controlled companies, evaluated according to the same criteria and on the same date, at market prices, in accordance with Article 264 of Law No. 6.404, of 1976, CVM Instruction No. 565, of 2015, regulated it in its Article 8.

In a meeting on 15.02.2018, within the scope of process 19957.011351/2017-21, by unanimous vote, the Board expressed that Article 264 of Law 6.404/1976 is inapplicable in operations of incorporation of a wholly-owned subsidiary by a public controlling company, since, in the absence of non-controlling shareholders, the fundamental condition provided for in the provision would not be present. The Board also requested that the Market Development Superintendence – SDM – assess the possibility of revoking CVM Resolution 559/2008.

7.3 Acquisition of a commercial entity by a public company

Article 256 of Law No. 6.404/76 determines that the purchase, by a public company, of the control of any commercial entity, will depend on a resolution of the general meeting of the purchaser, specially convened to consider the operation, whenever:
a) the purchase price constitutes, for the purchaser, a relevant investment (Article 247, sole paragraph); or b) the average price of each share or quota exceeds one and a half times the highest of the three values indicated below:
(i) average quotation of shares on the stock exchange or in an organized over-the-counter market, during the 90 (ninety) days prior to the date of contracting; (ii) net equity value (Article 248) of the share or quota, with the equity evaluated at market prices (Article 183, paragraph 1); (iii) the 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 last two fiscal years, monetarily updated.

In principle, the aforementioned article does not apply to operations in which public companies acquire commercial entities through their subsidiaries, affiliates, or wholly-owned subsidiaries, which are closed companies or present another corporate type.

Nevertheless, in the analysis of concrete situations, controlling shareholders and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that a "vehicle" company was used in the acquisition of control of other entities to the detriment of the legitimate interests of the other shareholders of the public 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, net book value adjusted to market, and 15 times the average of the annual net profit per share of the last two fiscal years], the dissenting shareholder of the resolution of the meeting that approves it will have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with Article 137, observing the provisions of its item II".

In view of the above, when disclosing the acquisition of a commercial entity, the public company must inform whether the acquisition was carried out by the public company itself or through a subsidiary, affiliate, or wholly-owned subsidiary, as well as whether the operation will be submitted to the resolution of the general meeting of shareholders and whether it will entitle its shareholders to the right of withdrawal, as provided in the aforementioned Article 256.

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

If the operation is to be subject to a meeting resolution, the period in which the meeting is intended to be held must be informed. Companies registered in Category A to which CVM Instruction No. 481/09 applies must, as provided in Article 19 of CVM Instruction No. 481/09, disclose, at a minimum, the information provided in Annex 19 to the aforementioned Instruction, in the manner guided by this Letter (see item 4.2).

Even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and those registered in Category A not mentioned in the previous paragraph, they must send, on the same date as the publication of the first announcement of the meeting convocation, by virtue of the provisions of paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote.

It is highlighted that the report required by paragraph 1 of Article 256 of Law No. 6.404/76 does not coincide with the evaluation required by paragraph 2 of the same article, since its function is to support the decision of shareholders to approve or not the operation, providing a benchmark or justifying the purchase price, and must be prepared by the criterion that the administrators consider to be the one that best evaluates that investment.

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

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

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

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 resolution of the Meeting, to be convened to ratify this acquisition (see item 7.5); (b) The reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, public companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information provided in Annex 20 to the aforementioned instruction, in the manner guided by this Letter (see item 4.2).

7.4 Conversion of Shares

In cases of share conversion, without prejudice to the provisions of CVM Instruction No. 358/02, the administration's proposal, to be sent via the IPE Module of the Empresas.NET System, category "Meeting", type "EGM/AGM" or "AGM Special", species "Administration's Proposal", subject "Conversion of shares", must contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as the reasons or purposes of the operation; the mandatory or optional nature of the operation and the applicability of the withdrawal right for dissenting shareholders (see item 7.5); the conversion ratio between the classes or species of shares; the criterion for determining the aforementioned conversion ratio; and the justification for adopting the aforementioned criterion in the conversion operation.

7.5 Right of Withdrawal

Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific cases, such as those provided for in Articles 137, 252, 256, and 264. If the matter deliberated in the general meeting gives rise to the right of withdrawal, the company must inform, at a minimum, the shares and classes to which withdrawal applies, the date that will be used to identify shareholders who may exercise the right of withdrawal, the reimbursement value per share and its calculation method, the deadlines and procedures that shareholders of this Company, dissenting from the resolution of the aforementioned Meeting, must adopt to exercise the right of withdrawal, as well as (i) whether the exercise of the withdrawal right will be exclusively on all shares or whether it will also be permitted to exercise on part of the shares owned and (ii) whether uninterrupted ownership is required for the exercise of the right of withdrawal, from the date of identification of shareholders with the right to manifest their dissent until the day of exercising such right.

The objective of the above guidance is to provide all information necessary for investors to make a reflected and informed decision, without prejudice to the possibility of the CVM to analyze the regularity of the procedures adopted by the company.

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

By "date of communication of the relevant fact" should be understood the date of disclosure of the Relevant Fact in the electronic system available on the CVM's Internet page and in the communication channels described in Article 3, paragraph 4, of CVM Instruction No. 358/02.

Thus, the right of withdrawal would only be available for shares acquired until the day prior to the publication of the first meeting convocation notice or the disclosure of the relevant fact, whichever occurs first, regardless of the date of disclosure of the document via the Empresas.NET System.

Article 137, item II, of Law No. 6.404/76 stipulates that, in the cases mentioned in items IV and V of Article 136 of the same Law, the holder of shares of a species or class that has liquidity and dispersion in the market will not have the right to withdraw, considering that there is:
a) liquidity, when the species or class of shares, or the certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the Securities and Exchange Commission; b) dispersion, when the controlling shareholder, the controlling company, or other companies under its control hold less than half of the species or class of shares.

According to Article 9 of CVM Instruction No. 565/15, it is understood that the index considered for liquidity purposes must be the Ibovespa.

It is further highlighted that, in 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 permitted for the administrative bodies to convene the general meeting to ratify or reconsider the resolution, if they believe that the payment of the reimbursement price of the shares to dissenting shareholders who exercised the withdrawal right will put the financial stability of the company at risk.

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

Public companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information provided in Annex 20 to the aforementioned instruction, in the manner guided by this Letter (see item 4.2).

7.6 Capital Increase by Private Subscription

In cases of capital increase, by private subscription, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
a) justification regarding the need to carry out the operation; b) main characteristics of the operation:

i. quantity of shares to be issued by species (and class, if any) and potential for dilution of shareholding. The potential for dilution represents the maximum percentage of dilution suffered by the shareholder who fails to exercise their right of preference in the subscription of the new shares issued. The determination of this percentage can be obtained by dividing the quantity of new shares to be issued by the sum of this quantity with the initial quantity of shares before the capital increase, multiplying the obtained quotient by 100;
ii. emission price; criterion adopted for determining the emission price and detailed information on the economic aspects that underpinned the choice of this criterion;
iii. deadlines and procedures to be observed by shareholders in exercising the right of preference and in the subscription and integration of the issued shares: date to be considered for identifying shareholders who will have the right to subscribe to the new shares and percentage that shareholders will have the right to subscribe to with up to 10 decimal places, and start and end dates of the preference period if already defined;
iv. treatment regarding surplus shares not subscribed (in accordance with paragraph 7 of Article 171 of Law No. 6.404/76). In the case of allocation of surplus shares not subscribed, the percentage for exercising the right to subscribe to surplus must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed by subscribers who expressed interest in the surplus during the preference period, multiplying the obtained quotient by 100. The company may allow shareholders who express interest in subscribing to surplus to indicate the quantity of additional surplus they wish to subscribe to; and
v. in the case of new allocations, the percentage for exercising the right to subscribe to surplus must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed, in the right of preference and in other allocations, by subscribers who expressed interest in the surplus, multiplying the obtained quotient by 100.
c) Evaluation Report and other documents that supported the determination of the emission price; d) copy of the audit committee's opinion, if it is functioning, with divergent votes, if applicable; and e) inform whether the shares to be issued as a result of the social capital increase will participate on equal terms in all benefits, including dividends and eventual capital remuneration that may be approved in the fiscal year. If they participate pro rata temporis, inform from which moment they will fully participate in all benefits.

Public companies registered in Category A to which CVM Instruction No. 481/09 applies must, furthermore, as provided in Article 14 of CVM Instruction No. 481/09, disclose the information provided in Annex 14 to the aforementioned instruction, in the manner guided by this Letter (see item 4.2), when the capital increase is deliberated in a meeting. It should be emphasized that the disclosure of the information from this Annex is not necessary when the increase results exclusively from merger, spin-off, incorporation, or share incorporation, in accordance with Article 20-A of CVM Instruction No. 481/09.

If the private subscription capital increase operation is to be deliberated in a Board of Directors meeting, public companies registered in Category A must, as provided in Article 30, item XXXII, of CVM Instruction No. 480/09, as amended by CVM Instruction No. 552/14, disclose the information provided in Annex 30-XXXII to the aforementioned Instruction, on the same date as the disclosure of the minutes of the Board of Directors meeting or within 7 (seven) business days of the date of the meeting of the aforementioned body, whichever occurs first. This communication must be disclosed via the IPE Module of the Empresas.NET System (category "Notice to Shareholders", type "Capital increase by private subscription deliberated in BoD"), mentioning in the subject the information disclosed.

Regarding the role of the Audit Committee, as a rule, it is not competent for this body to previously express an opinion on statutory alterations related to authorized capital. However, in cases where the alteration of authorized capital is being deliberated, in a General Meeting, to enable the approval of a capital increase, by the Board of Directors, whose main characteristics are already defined and known to shareholders, it is understood that the Audit Committee should express its opinion on the capital increase prior to the General Meeting that will deliberate on the modification of the authorized capital, in order to, in accordance with Article 163, III, of Law No. 6.404/76, support the decision of the shareholders.

In this regard, the Audit Committee's opinion, in cases of capital increase, must expressly contain the body's opinion (favorable or unfavorable) on the proposed operation, and it is not sufficient to simply mention the presence of necessary and sufficient information for shareholders to deliberate the topic in a meeting.

It should be recalled that, in the understanding of the CVM Board (see decision of 07/01/2014 – Process CVM No. RJ2013/6295 47), in line with the provisions of CVM Instruction No. 400/03 and CVM Advisory Opinion No. 08/81, in the case of capital increases with partial homologation, shareholders must be granted the right to condition their investment.

In this sense, once the possibility of partial homologation is provided, the company must inform in Annex 14 of CVM Instruction No. 481/09 (item 5.r) or in Annex 30-XXXII of CVM Instruction No. 480/09 (Article 2, XVII) regarding the granting or not of a final deadline for investment review, in the case of partial placement of the shares object of the social capital increase, in which Articles 30 and 31 of CVM Instruction No. 400/03 were observed.

It is finally highlighted that, on the same occasion, the CVM Board understood that it is possible to effectuate homologation of a partially subscribed private capital increase, regardless of the realization of public distribution efforts for surplus. In the decision, the Board summarized that the effective implementation of a capital increase by private subscription of shares that has been partially subscribed requires:
a) that the resolution of the increase (as well as the material disclosed to shareholders in the manner of CVM Instruction No. 481/09, in cases where the general meeting is the competent body to deliberate on the matter), expressly:
(i) provides for such possibility of partial subscription;

47 See http://www.cvm.gov.br/decisoes/2014/20140107_R1/20140107_D01.html

(ii) specify the minimum quantity of securities to be subscribed (or the minimum amount of resources to be secured) for the increase to be implemented; and (iii) specify the maximum quantity of securities that may be subscribed (or the maximum amount of resources to be secured) within the scope of the capital increase; and b. that all relevant information necessary for shareholders to evaluate the capital increase and its multiple outcomes be provided to shareholders, including, among others, information on (i) allocation of resources; (ii) dilution; and (iii) subscription commitments;
c. that shareholders be granted the conditional subscription right for the increase;
d. that at the end of the preference period, it be verified that the minimum amount indicated in the resolution approving the increase has been subscribed; and e. that a capital increase allowing partial subscription cannot be implemented if the subscribed amount does not reach, at least, the minimum value indicated in the resolution approving the operation. In this case (and only in this case), there will be surplus, the treatment of which must follow the provisions of Article 171, paragraph 7 (sale on the stock exchange).

7.6.1 Surplus of shares in capital increase with credits
As provided in Article 171, paragraph 2, of Law No. 6,404/76, in a capital increase through capitalization of credits or subscription in goods, the right of preference is always guaranteed to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or the good to be incorporated.
According to the understanding of SEP, capitalization with credits, however, does not exempt compliance with paragraph 7 of the same Article 171, observing the decision made by the CVM Board on 07/01/2014 (see item 7.6) which establishes that the body deliberating on the increase must provide for surplus, being able to (i) order them to be sold on the stock exchange, for the benefit of the company, or (ii) allocate them, in proportion to the amounts subscribed, among shareholders who requested, in the subscription form or list, reservation of surplus. Thus, in capitalization with credits, subscribers must be given the right to compete with the surplus resulting from the non-exercise of the right of preference by potential shareholders, through manifestation, in the subscription form or list, of their intention to subscribe to the surplus. In this sense, such surplus must be allocated among shareholders, in proportion to the amounts subscribed, in accordance with paragraph 7 of Article 171 of Law No. 6,404/76. In the opinion of SEP, the understanding that, since the credit holder uses it in the subscription of shares and the right of preference is exercised with the delivery of the amounts paid to the holder of the credit, there is no talk of surplus does not prevail.

Surplus occurs due to the non-exercise of the right of preference by potential shareholders, and it would remain irregular for the credit holder to take such surplus for themselves, without granting the right to subscribe to such surplus by subscribers who expressed interest in subscribing to them, in proportion to the amounts subscribed.

7.7 Capital Reduction
Law No. 6,404/76 regulates capital reduction in its Articles 173 and 174 and stipulates that a general meeting may deliberate on the reduction of social capital in two scenarios: if there is a loss, up to the amount of accumulated losses, or if deemed excessive.
It is emphasized that capital reduction operations must observe the provisions of Article 174 of Law No. 6,404/76, which determines that the reduction of social capital with restitution to shareholders of part of the value of the shares, or by reducing the value of these, when not fully paid, to the amount of the contributions, will only become effective 60 (sixty) days after the publication of the minutes of the general meeting that deliberated on it. Thus, the cutoff date, i.e., the date that will identify shareholders entitled to receive the value corresponding to the reduction of social capital, must be after the end of the period provided for in Article 174 of Law No. 6,404/76 (period for creditor opposition). Whenever a general meeting is convened to deliberate on capital reduction, issuers registered in Category A for whom Instruction CVM No. 481/09 applies must disclose, via Module IPE of the Empresas.NET System (see item 4.2.2), at minimum, the following information required by Instruction CVM No. 481/09: (a) value of the reduction and new social capital; (b) detailed explanation of the reasons, form, and consequences of the capital reduction; (c) copy of the audit committee's opinion, if operational, when the capital reduction proposal is initiated by the administrators; (d) as applicable: (i) the value of restitution per share; (ii) the value of the reduction of the share value to the amount of contributions, in the case of unpaid capital; or (iii) the quantity of shares subject to reduction. It is stressed that the disclosure of this information is not necessary when the increase results exclusively from merger, spin-off, incorporation, or incorporation of shares, in accordance with Article 20-A of Instruction CVM No. 481/09. It is emphasized that, even if Instruction CVM No. 481/09 does not apply to issuers registered in Category B and Category A not mentioned in the previous paragraph, they must send, on the same date of publication of the first announcement convening the meeting, by virtue of Article 135, paragraph 3, and Article 31, item II of Instruction CVM No. 480/09, the documents and information necessary for the exercise of voting rights at General Meetings.

7.8 Stock Grouping
In the case of stock grouping, in the Relevant Fact disclosing the operation, the grouping factor and the treatment to be given to the resulting fractions of shares must be informed.

It should be noted that, in accordance with Instruction CVM No. 323/00, the controlling shareholder, if any, must ensure shareholders the option to remain part of the shareholder body with, at least, one new unit of capital. In this sense, the following procedures may be adopted:
(i) donation of shares to complete the participation of shareholders holding fractions, regardless of the number of shares they possessed before the grouping; or (ii) granting a period for shareholders to compose themselves into whole lots multiples of the grouping, in which latter case, once such period has elapsed, the sum of the fractions will be subject to auction on the stock exchange and the proceeds from the sale allocated proportionally among the holders of the fractions. In the administration's proposal to be submitted to the meeting, the entire procedure proposed for the grouping, the grouping factor used, the treatment to be given to the fractions, and the composition of social capital after the grouping must be stated.

7.9 Trading Ban Period
Article 13 of Instruction CVM No. 358/02 establishes that, before the disclosure to the market of a relevant act or fact, trading with securities issued by the company, or referenced to them, is prohibited:
a) by the open company itself, by controlling shareholders, direct or indirect, directors, members of the board of directors, the audit committee, and any bodies with technical or consultative functions, created by statutory provision, or by anyone who, by virtue of their position, function, or role in the open company, its holding company, its subsidiaries, or affiliates, has knowledge of the information regarding the relevant act or fact; b) by anyone who has knowledge of information regarding a relevant act or fact, knowing that it is information not yet disclosed to the market, especially those who have commercial, professional, or trust relationships with the company, such as independent auditors, securities analysts, consultants, and institutions part of the distribution system, who are responsible for verifying regarding the disclosure of information before trading with securities issued by the company or referenced to them; c) by administrators who leave the administration of the company before the public disclosure of a business or fact initiated during their management period, with the ban extending for a period of six months after their departure. The trading ban will also prevail when there is an intention to promote merger, total or partial spin-off, fusion, transformation, or corporate reorganization. The ban period applies regardless of the manner in which the information is disclosed by the Company. In the supervision of SEP, disclosure via “Market Communication – Other Communications Not Considered Relevant Facts” of information that falls under the concept of relevant fact contained in Art. 2 of Instruction CVM No. 358/02, due to their potential to impact the trading of securities issued by the company, may be treated as a relevant fact for the purposes of Article 13 of Instruction CVM No. 358/02, in addition to resulting in the assessment of liabilities for non-disclosure of the information as a relevant fact.

The bans cited above will cease to be in force as soon as the company discloses the relevant fact to the market, unless trading with the shares can interfere with the conditions of the referred businesses, to the detriment of the company's shareholders or the company itself.
Furthermore, it is worth highlighting that the ban cited in letter “a” above does not apply to the acquisition of shares that are in treasury, through private negotiation, resulting from the exercise of a call option according to the call option grant plan approved in a general meeting.
Instruction CVM No. 358/02, in its Article 13, paragraph 3, item II, also prohibits trading with securities issued by the company, or referenced to them, by controlling shareholders, direct or indirect, directors, and members of the board of directors, whenever the acquisition or alienation of shares issued by the company itself, its subsidiaries, affiliates, or another society under common control is underway, or if an option or mandate has been granted for the same purpose. To ensure full compliance with this rule, considering the terms of Article 13, paragraph 3, item II of Instruction CVM No. 358/02, and given that the persons mentioned in the referred device would not, in principle, have prior access to information about the transactions to be carried out by the company itself, the trading ban should be observed, in principle, during the validity period of the program. In the supervision of SEP, the procedures adopted by the agents, in each specific case, will be considered to avoid non-compliance with the norm. In any case, the acquisition, by an open company, of shares of its own issuance is prohibited when it involves shares belonging to the controlling shareholder, in accordance with Art. 7 of Instruction CVM No. 567/2015. It is worth noting that in the case of a share repurchase program, as well as in the other bans cited above, the prohibition on trading will not extend to transactions carried out in accordance with investment plans that satisfy the requirements provided for in Article 15-A of Instruction CVM No. 358/02. Similarly, regarding the trading ban in the 15-day period preceding the disclosure of accounting information, the rule establishes that such ban will not apply to transactions 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 2 of Article 15-A of the mentioned instruction. To determine the ban period, the calculation of the 15 calendar days period must be done excluding the day of disclosure (for example, for an ITR with a disclosure date scheduled for 05/10, the ban period will be between 04/25 and 05/09). It is stressed that trading on the day of disclosure itself is prohibited, before the information becomes public. Since 01/01/2014, the supervision of SEP, within the Risk-Based Supervision Plan (see Chapter 12), includes 100% of transactions carried out by administrators, audit committee members, controlling shareholders, and the company itself in the 15-day period preceding the disclosure of quarterly and annual accounting information. It is also worth remembering that, regardless of the objective trading ban period established in paragraph 4 of Article 13 of Instruction CVM No. 358/02 (15 days prior to the disclosure of quarterly and annual information), trading by those who have knowledge of the content of the financial statements before their disclosure is prohibited.

Attention is called to the fact that share lending is an operation that is also covered by the ban provided for in Article 13, including cases where the person acts as the lender of the loan. This is not only because this operation consists, legally, of a transfer of ownership (even if temporary), but also because the loan contract allows the lender to opt for the incidence of the remuneration rate on the quotation valid on the closing or maturity date of the contract. Additionally, the trading ban provided for in Article 13 also applies to private transactions. It is worth recalling that, in the event of advance disclosure of financial information, the trading ban period provided for in Article 13, paragraph 4, of Instruction CVM No. 358/02 is also advanced. The company must maintain controls with supporting documentation, to make available to the CVM, if requested, the indication of who had access to the disclosed relevant information, as well as the moment of such access, in accordance with Instruction CVM No. 358/02. It is recommended that the Company's Investor Relations Director inform the persons mentioned in the caput of Article 13 of Instruction CVM No. 358/02 and, if possible, all company employees, regarding the occurrence of ban periods. It is worth observing that the trading bans contained in Article 13, caput and paragraph 4, of Instruction CVM No. 358/02, apply to members of Committees created by statutory provision, even if they are not administrators of the company, according to the decision of the CVM Board, in meetings held on 12/13/2016 and 05/02/2017 (CVM Process No. 19957.006290/2016-08). Finally, it is worth highlighting that the device of Article 13, paragraph 4, of Instruction CVM No. 358/02 prohibits only the trading of securities by the persons cited, not constituting a 'silence period', which applies to public distribution offers, according to item IV of Article 48 of Instruction CVM No. 400/03. In this way, the disclosure of information by the Company in the 15-day period preceding the disclosure of DFP and ITR must remain regular, observing the provisions of Instruction CVM No. 358/02.

7.10 Related-Party Transactions
In accordance with Articles 153 to 156 of Law No. 6,404/76, administrators must conduct social business with diligence and loyalty, abstaining from interfering in operations in which they have a conflict of interest. Article 245 also provides that administrators must ensure that transactions between the company and its affiliates, subsidiaries, and holding companies observe commutative conditions or with adequate compensatory payment. To ensure compliance with such provisions, it is recommended the preparation and disclosure of a Related-Party Transactions Policy, allowing the mitigation of conflicts through specific evaluation and approval rules applicable to these transactions.

It is also recommended that related-party transactions be analyzed by a Statutory Audit Committee, when present, or another specific independent body, which would be responsible for evaluating the conditions under which such transactions are established and to ensure that they are carried out in the best interest of the company. The approval of these operations must be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company, and it is also recommended the creation of approval hierarchies according to the relevance of the transaction. Finally, related-party transactions and the entire decision-making process preceding them must be documented in a manner that allows for subsequent verification, when necessary. It is worth reiterating that CVM Advisory Opinion No. 35/08 lists guidelines that may be applicable to various related-party transactions, and not only those that take the form of mergers, incorporations, and share incorporations. It is up to administrators to evaluate, due to the nature and relevance of the transaction, whether and to what extent the measures listed in the referred opinion must be observed. As determined by Article 30, item XXXIII, of Instruction CVM No. 480/09, open companies registered in Category A must disclose communication regarding related-party transactions (see item 4.16).

7.11 Trading with Own-Issued Shares
The legal principle instituted through Article 30 of Law No. 6,404/76 is that the company cannot trade with its own-issued shares, except for the exceptions enumerated in its paragraph 1.
Furthermore, in paragraph 2 of the cited article, the Law provided for the regulation of share acquisition by the issuing company itself by the CVM, which issued Instruction CVM No. 567/15, which, in turn, revoked Instructions CVM No. 10/80 and 390/03.
We remind that the acquisition of company shares for retention in treasury or cancellation, and alienation of shares thus acquired, is one of the scenarios for disclosure of Relevant Fact, established in Art. 2, item XV, of Instruction CVM No. 358/02. In the case of approval by the board of administration, the information provided for in Annex 30-XXXVI of Instruction CVM No. 480/09 must be provided, as an annex to the minutes of the board of meeting that deliberates on the subject, concomitantly with the disclosure of the Relevant Fact.

7.11.1 Competence for Approval
Instruction CVM No. 567/15 regulates conditions under which companies may deliberate on the trading of shares of their own issuance and derivatives referenced therein.
In most cases, transactions may be approved by the board of administration.
However, as provided for by Article 3 of this Instruction, the transaction must be submitted to shareholder approval when:
a) carried out outside organized securities markets, involves, even through several isolated transactions, more than 5% (five percent) of species or class of shares in circulation in less than 18 (eighteen) months; b) carried out outside organized securities markets and at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, than market quotations; c) has the objective of altering or preserving the composition of shareholding control or the administrative structure of the society; and d) the counterparty in a transaction carried out outside organized securities markets is a related party to the company, as defined by the accounting rules dealing with this matter, without prejudice to the prohibition on transactions with the controlling shareholder. In addition to these cases, the social statute may provide for additional scenarios where prior approval by the general meeting is necessary. Regarding the submission of the issue to shareholders, it is stressed that this is a condition of efficacy for the trading of own-issued shares in the above cases, although it does not necessarily need to occur at a moment prior to the celebration of the transaction. Thus, it is possible that a transaction is carried out and shareholder approval is obtained subsequently, provided that the transaction does not produce effects until such approval occurs. Regarding scenario “c” above, its incidence is limited to cases of possible modification in the control or administrative structure, such as in situations, for example, of possible imminent realization of a public offer for the acquisition of shares representing shareholding control or negotiations of participations that will allow their holders to indicate members to the board of directors. The mere fact that the acquisition removes shares from circulation, thereby reinforcing a control structure already defined and without perspective of modification, does not trigger the need for approval in a general meeting. Regarding scenario “d”, it is worth highlighting that cases of alienation or transfer of shares to administrators, employees, and service providers of the open company, its affiliates, or subsidiaries resulting from the exercise of share options or other models of remuneration based on shares are exempted from the need for approval in a general meeting. For this, however, it is necessary that the parameters for calculating the exercise price of the options or the price of shares be contained in the plan or remuneration model in question and that these have been approved in a general meeting. In cases where shareholder approval is necessary, a general meeting must be convened to address the topic, and the proposal indication must contain the information indicated in Article 20-B of Instruction CVM No. 481/09, and be sent via Module IPE of the Empresas.NET System under the category “Assembly”, type “AGO/E”, “AGE”, species
“Administration Proposal”, subject “Acquisition of shares issued by the own company” or “Alienation of shares issued by the own company”, as applicable.

In the event of approval by the Board of Directors, the information set forth in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an attachment to the minutes of the Board of Directors meeting that deliberates on the matter, which will be sent via Module IPE of the Empresas.NET System under the category “Administration Meeting”, type “Board of Directors”, species “Minutes”, subject “Acquisition of shares issued by the company itself” or “Alienation of shares issued by the company itself”, as applicable.

7.11.2 Limitations
Article 6 of CVM Instruction No. 567/15 establishes a temporal limitation on the trading of shares issued by the company itself (and derivatives referenced therein) by providing that such trading must be settled within 18 months counted from the approval by the Board of Directors or the General Meeting.
It is clarified that the aforementioned period seeks to prevent the approval from remaining open indefinitely. This period does not coincide with the 3-day settlement period to which operations with shares in the spot market are normally subject, so that purchase and sale transactions in such markets during the last days of the 18-month period will not be considered violations of the provision in question. In accordance with paragraph 1 of Article 7, the acquisition of shares issued by the company itself presupposes the existence of available resources, considered to be all profit reserves or capital, except for (i) legal reserves, (ii) profits to be realized, (iii) mandatory undistributed dividends, and (iv) tax incentives. The result of the ongoing social exercise is also considered available resources, segregated from the destinations to the aforementioned reserves. The existence of available resources must be verified based on the latest available financial statements published prior to the effective transfer, to the company, of the ownership of its issued shares. Therefore, an acquisition may be approved even if such resources do not exist, provided that the effective transfer only occurs when the resources exist. The latest available financial statements referred to by CVM Instruction No. 567/15 may be annual, interim, or quarterly. Such statements serve as a reference to verify both whether a company that previously did not have available resources has acquired them, and whether a company that previously held them has ceased to do so. Thus, available resources must be verified on a continuous basis with each new financial information published. If an excess is found, due to subsequent financial information, the company must alienate or cancel the shares above the limit in question within 6 months, admitting the possibility that this measure proves unnecessary if new financial information is published during this interval based on which the existence of available resources is verified.

Without prejudice to the need for the existence of available resources, expressed in accounting terms as mentioned above, administrators must take necessary diligence to ensure that (i) the company's financial situation is compatible with the settlement of the acquisition at its maturity without affecting the fulfillment of obligations assumed with creditors nor the payment of mandatory dividends; and (ii) there are no foreseeable events capable of causing significant changes in the amount of available resources over the remaining period of the social exercise. According to Article 8, treasury shares may not exceed the threshold of 10% of the shares in circulation, considered as all shares less those held by the controlling shareholder, persons linked to them, and administrators. Included in the aforementioned percentage are (i) shares held not only by the open company itself but also by its subsidiaries and affiliates, and (ii) shares of its own issuance corresponding to the economic exposure assumed due to derivative contracts or deferred settlement contracts entered into by the company or by its subsidiaries and affiliates. Specifically regarding such shares referred to by derivative contracts, all shares that the company has the right or obligation to acquire (for example, long positions in call options or short positions in put options) must be considered, as well as the quantity of shares whose positive return serves as the basis for determining payment flows in favor of the company (for example, Total Return Equity Swap contracts). Inverse positions in similar contracts, such as those ensuring the right or obligation to sell the company's own shares, must be disregarded in verifying the aforementioned 10% limit. As already decided by the Collegiate Body on 11/11/2008 (CVM Process RJ2008/9839) 48, the Board of Directors itself may 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 shares of the company (for purposes of cancellation or subsequent alienation) and that an extraordinary general meeting is subsequently convened to deliberate on the alteration of the statutory clause regarding the social capital of the respective company. We remind you that, in addition to the limitations provided in Articles 7 and 8, the norms referred to in Article 11 of the same Instruction must be observed. It is worth noting that Law No. 6.404/76 provides, in its Article 30, that the acquisition of shares issued by the company itself by a publicly held company will be subject to the norms issued by the CVM under penalty of nullity. We draw attention to the fact that CVM Instruction No. 567/15 was published on 17/09/2015 and does not apply to operations announced before this date, which must observe CVM Instruction No. 10/80. Finally, Article 13 of the norm establishes that the transgression of its Articles 2 to 8 constitutes a serious offense, for
the purposes of paragraph 3 of Article 11 of Law No. 6.385/76.

48 See http://www.cvm.gov.br/decisoes/2008/20081111_R1/20081111_D12.html

7.11.3 Economic and political rights of treasury shares
In accordance with Article 10 of CVM Instruction No. 567/15, treasury shares have no right to vote nor to monetary proceeds of any nature, which does not prevent them from being entitled to share bonuses or being subject to grouping and splitting.
It should be emphasized that the exclusion of economic and political rights does not extend to shares held by the company's counterparties in derivative contracts or deferred settlement contracts, as such shares are not effectively in treasury, although they are included in the calculation of the 10% limit provided in Article 8. Attention is called, however, to the need that, in the event of any voting agreement, even informal, between the company and the counterparty, such circumstance must be disclosed in accordance with Annexes 20-B of CVM Instruction No. 481/09 and 30-XXXVI of CVM Instruction No. 480/09, as applicable.
7.11.4 Monthly information on transactions carried out
It is reiterated that, from 17.09.2015, there has been a monthly obligation to report transactions carried out with shares issued by the company, its subsidiaries, and affiliates.
Regarding this, reference is made to item 4.8 of this letter, which contains guidelines on the method of sending such information via the Empresas.NET System.
7.12 Dividends on preferred shares (Article 203 of Law No. 6.404/76)
Article 203 of Law No. 6.404/76 determines that the provisions of Articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive the fixed or minimum dividends to which they have priority, including arrears, if cumulative.
Consequently, the reserves mentioned in Articles 194 to 197, and that of which Article 202, paragraph 5, of Law No. 6.404/76 speaks, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, the fixed or minimum dividends must be distributed.
7.13 Communication regarding the non-payment of mandatory dividend due to the company's financial situation
Article 202, paragraph 4, of Law No. 6.404/76 establishes that the mandatory dividend may cease to be distributed in the social exercise in which the administration organs inform the General Meeting (AGO) that it is incompatible with the company's financial situation. The supervisory board, if functioning, must issue an opinion on this information, and the administrators must send to the CVM, within 5 (five) days of the holding of the general meeting, a justified statement of the information transmitted to the meeting.
The justified statement required by Article 202, paragraph 4, of Law No. 6.404/76 must be sent via Module IPE of the Empresas.NET System (category “Notice to Shareholders”, type “Other notices”), mentioning in the subject the information disclosed.

7.14 Late, corrective, or complementary declarations of dividends
In the case of late, corrective, or complementary declarations of dividends (or other proceeds) 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 simultaneously with the declaration, and not to the holders of shares at the time of the original declarations. It is worth highlighting that this guidance is in line with the decision of the Collegiate Body in the meeting of 03/05/2006 (CVM Process SP2004/0381) 49, in response to the inquiry from SEP regarding the shareholder base to be used in the cited cases.
7.15 Competence of the Board of Directors to deliberate on the issuance of debentures
Law No. 12.431/11 gave new wording to Article 59, paragraph 1°, of Law No. 6.404/76, so that this provision now establishes that, in the publicly held company, the Board of Directors may deliberate on the issuance of debentures not convertible into shares, unless there is a statutory provision to the contrary.
Regarding this, according to the decision of the Collegiate Body of 13/12/2011 (CVM Process RJ2011/8312) , this new wording has immediate and unconditional applicability. That is, in the absence of a statutory provision preventing deliberation by the Board, the new legal text is in force and is capable of producing all its effects, so that the Boards of Directors of publicly held companies can already, immediately, deliberate on the issuance of non-convertible debentures.
7.16 Composition of the Board of Directors
When consolidating the social bylaws, companies must pay attention to the provisions of Article 143 of Law No. 6.404/76, regarding the composition of the Board of Directors of a corporation.
According to this legal command, the social bylaws must establish: (a) the number of directors, or the maximum and minimum permitted; (b) the duties and powers of each director; (c) term of office, not exceeding three years, reelection permitted; and (d) the method of replacement.
Thus, it is recommended that those companies whose bylaws are out of compliance with the Law take the necessary measures (including timely convening of a general meeting, including in its notice the alteration of the bylaws in question) to correct any gaps that may exist in their respective social bylaws.

49 See http://www.cvm.gov.br/decisoes/2006/20060503_R1/20060503_D02.html 50 See http://www.cvm.gov.br/decisoes/2011/20111213_R1/20111213_D02.html

7.17 Request for certificates of entries in social books (Article 100 of Law No. 6.404/76)
Article 100, paragraph 1°, of Law No. 6.404/76 regulates the facility to obtain a certificate of the entries in the Register of Registered Shares Book, the “Transfer of Registered Shares” Book, the “Register of Registered Beneficiary Parts” Book, and the “Transfer of Registered Beneficiary Parts” Book.
Such certificate may be provided to any person provided that the purpose is the “defense of rights and clarification of situations of personal interest or of shareholders or of the securities market”.
In this sense, it must be observed that, according to decisions of the Collegiate Body regarding the matter (see, for example, CVM Processes RJ2003/13119 and RJ2003/7260) 51, the company exercises, regarding certain records, a public function equivalent to that of agents delegated with state power (such as real estate registration offices), given that the transfer of ownership of shares, and the constitution of real encumbrances on them, is only completed with the transcription in the social books, or in the records that serve as their substitute. However, conditioning access to the shareholder list to the purpose described in paragraph 1 of Article 100 implies a judgment by the company's administration regarding the presence of a right to defend, or a situation to clarify, with recourse to the CVM in case of denial of the request by the company's administration. In a decision of 08/12/2009 (CVM Process RJ2009/5356) 52, the CVM Collegiate Body expressed its understanding, in response to an inquiry formulated by a market agent, regarding the main conditions for granting the certificate of entries in the social books in question, as well as regarding its content, highlighting the main aspects:
a) the provision of Article 100, paragraph 1°, does not obligate the publicly held company to provide a certificate of entries in the social books when the request is justified to facilitate the mobilization of shareholders with a view to discussing topics related to the company and participating in general meetings; b) the request formulated based on this provision must present specific, albeit brief, justification to legitimize its approval, such justification identifying (i) the right to be defended or the situation of personal interest to be clarified, and (ii) to what extent the disclosure of entries in the social books is necessary to clarify the situation of personal interest or defense of the right in question; c) the company is obligated to provide certificates of entries that are necessary and sufficient to clarify the situation of personal interest or defend the right identified in the request;

51 See http://www.cvm.gov.br/decisoes/2004/20041123_R1/20041123_D08.html 52 See http://www.cvm.gov.br/decisoes/2009/20091208_R1/20091208_D24.html

d) the provision of the complete list of shareholders, based on the provision of paragraph 1 of Article 100 of the LSA, is only imposed in cases where it is duly justified that the violated or about to be violated right is inherent to the quality of shareholder, and its defense is of interest to all shareholders; e) in this way, the provision of the complete list of shareholders is imposed, based on this provision, in the hypotheses in which shareholders must act jointly to defend some right, due to the law or bylaws establishing a minimum quorum for petitioning before the Judiciary, Public Administration, or company organs. Examples of this would be the liability action to be proposed by shareholders (Article 159, paragraph 4, of the LSA), the action to exhibit the complete books of the company (Article 105, paragraph 4, of the LSA), and, furthermore, the request for a list aimed at facilitating the formation of the quorum necessary to convene the general meeting, provided that, in the latter example, it is demonstrated that the deliberation on some matter to be included in the agenda has the clear character of defense of rights. f) for the same reason, the granting of the complete list is also justified, in light of the provision of Article 100, paragraph 1°, in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder. g) outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the social books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Article 100, paragraph 1, of the LSA. Given this, it must be emphasized that it is not incumbent upon the requester to invoke Article 100, paragraph 1, to gather non-controlling shareholders in order to complete the legal quorum for: (a) adoption of multiple voting, in accordance with Article 141; (b) separate election of members of the Board of Directors, in accordance with Article 141, paragraph 4; (c) separate election of the Supervisory Board, according to Article 161, as, since it is a matter to be submitted to the shareholders' meeting, the appropriate channel for this is Article 126, paragraph 3. Furthermore, the mere commercial interest in obtaining the certificate, such as the offering of services, finds no support in paragraph 1 of Article 100 of Law No. 6.404/76. It is worth citing the decision of the CVM Collegiate Body in the meetings held on 23/02/2010, 20/07/2010, 19/11/2013, and 19/07/2016 (CVM Processes RJ2010/2689, RJ2010/0620, RJ2012/13291, and SP2016/89) 53 reiterated the understanding described above, established in the meeting of 08/12/2009.

53 See http://www.cvm.gov.br/decisoes/2010/20100223_R1/20100223_D07.html, http://www.cvm.gov.br/decisoes/2010/20100720_R1/20100720_D06.html, http://www.cvm.gov.br/decisoes/2013/20131119_R1/20131119_D02.html and http://www.cvm.gov.br/decisoes/2016/20160719_R1/20160719_D0166.html

It is worth remembering the decision of the CVM Collegiate Body in the meeting held on 28/05/2013 (CVM Process RJ2012/13291) 54, in which, among others, it reiterated the understanding issued in the already cited decision of 08/12/2009, as well as emphasized that paragraph 1 of Article 100 of the Corporations Law does not require the requester to have any participation in the company's capital, after all, even a non-shareholder can request the certificates of entries in the books mentioned in items I to III of Article 100 of Law No. 6.404/76, observing the requirements established therein. In meetings held on 09/05/2017 and 11/07/2017, the Collegiate Body, when analyzing a shareholder's complaint against the company's denial of a shareholder list request (CVM Process SP2016/0174) 55 , expressly noted the need for a new evaluation by the CVM regarding the cited precedent established in CVM Process RJ2009/5356, highlighting that the reading of Art. 100, §1, does not necessarily lead to the conclusion that “outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the social books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Art. 100, §1, of the LSA”, as well as the need to interpret Systematically Law No. 6.404/76, which contains another provision, Art. 126, §3, specifically intended to protect the right of shareholders to access the company's shareholder list, as a necessary instrument for collective mobilization; and the possibility that, independent of the use of Art. 126, §3, which has its own regime, there may be situations where the defense of rights or clarification of situations of personal interest will occur, precisely within the framework of a conclave, which will depend on a case-by-case analysis. On 07/11/2017, the Collegiate Body again reviewed the matter (CVM Process No. 19957.006319/2017-24), this time in a request made by a non-shareholder. At that time, Reporting President Marcelo Barbosa referred to the reanalysis initiated within the aforementioned Process SP2016/0174, highlighting that the decision issued in CVM Process RJ2009/5356, which has been carried over to the SEP Circular Letters since then, should not be read restrictively and literally. This is because the 2009 decision referred specifically to one of the purposes provided for in the provision in question, namely the “defense of rights and clarification of situations of interest (...) of shareholders”, carried out by a shareholder based on a collective or homogeneous individual right of the shareholders. Regarding this hypothesis, the understanding prevailed that the requesting shareholder must pursue a collective or homogeneous individual right of all shareholders of a given company. Examples of this type of request would be those aimed at exercising the mechanisms provided for in
Art. 123, sole paragraph, Art. 105, Art. 206, or Art. 159, § 4 of the Corporations Law, that is, cases in which both the requesting shareholder and any other shareholder would have legitimacy to make the claim. However, this possibility does not exclude the others that have been codified in the law, such as the defense of rights and clarification of situations of personal interest or of the securities market, which may be alleged by both shareholders and non-shareholders. In this sense, the decision taken in CVM Process SP2015/0208, judged on 24/10/2017 56, was cited, in which the Collegiate Body granted an appeal filed by a shareholder based essentially on circumstantial personal interest.

54 See http://www.cvm.gov.br/decisoes/2013/20130528_R1/20130528_D11.html 55 See http://www.cvm.gov.br/decisoes/2017/20171107_R1/20171107_D0795.html 56 See http://www.cvm.gov.br/decisoes/2017/20171024_R1/20171024_D9774.html

Finally, it is important to mention that in Process CVM No. 19957.006319/2017-24, the CVM Collegiate Body analyzed an issue that had not yet been explored in depth: a request for access to the content of corporate books made by a non-shareholder, justified by the need to support their action in defense of shareholders and the market.

Regarding this matter, the Reporting President Marcelo Barbosa highlighted in his vote, which was followed by the unanimous decision of the Collegiate Body, that access to corporate books should only be granted if the requester demonstrates legitimate interest in the right to be defended and in the situation to be clarified, and that proving the requester's legitimacy involves analyzing the ownership of the right object of the request.

In this regard, it was explained that when a shareholder makes a request for certificates of corporate books based on the defense of rights arising from their status as a shareholder, the demonstration of legitimate interest is, in principle, facilitated, as it is a situation where the requester is simultaneously the holder of the right and interested in the situation in which it is inserted. However, if the requester is a third party who is not a shareholder, their subjective relationship with the pointed-out right is not so evident. Indeed, in the decision of 11/07/2017, the Collegiate Body also highlighted that, in the case of requests made by non-shareholders, the analysis of the legitimacy and justification presented will be more complex and not so evident, requiring even greater attention to the occurrence of possible abusive situations.

In this sense, the Collegiate Body expressed the understanding that a request made by an association or similar entity, with the purpose of interest of the shareholders of a specific company, should only be granted if the requester proves that it has in its roster of members persons who are holders of the right to be defended and have legitimate interest in the situation to be clarified – who have granted the association powers of representation, and clarifies to what extent the requested information will serve the desired purpose.

7.18 Admission of shareholders in wholly-owned subsidiary (Article 253 of Law No. 6,404/76)

Article 253 of Law No. 6,404/76 establishes that, in proportion to the shares they hold in the company's capital, shareholders will have the right of preference to (i) acquire shares of the capital of the wholly-owned subsidiary, if the company decides to alienate them in whole or in part; and (ii) subscribe to a capital increase of the wholly-owned subsidiary, if the company decides to admit other shareholders.

The CVM Collegiate Body, in meetings held on 03/29/2011 and 08/16/2016 (CVM Process No. RJ2010/13425 and CVM SEI Process No. 19957.003452/2016-48) 57, understood that the provision in this article only applies to companies converted into wholly-owned subsidiaries due to a share incorporation operation (Article 252 of Law No. 6,404/76).

Additionally, in the aforementioned meeting of 03/29/2011, the CVM Collegiate Body concluded that, in cases where the social capital of the subsidiary is distributed among two or more shareholders, the specific regime of wholly-owned subsidiaries, provided for in Article 253, would only be applicable if it was evident that the shareholding structure was constituted to defraud the law.

57 See http://www.cvm.gov.br/decisoes/2011/20110329_R1/20110329_D03.html and http://www.cvm.gov.br/decisoes/2016/20160816_R1/20160816_D0307.html

Registered issuers in Category A, when disclosing to the market the admission of shareholders in a wholly-owned subsidiary, must inform whether shareholders will be granted the right of preference in the subscription or acquisition of the subsidiary's shares, and, if such right is not preserved for its shareholders, they must inform the reasons why Article 253 of Law No. 6,404/76 will not be observed.

In the administration's proposal to be submitted to the assembly, Category A registered issuers who are authorized by a market administrator for the negotiation of shares on a stock exchange must disclose, via the Empresas.NET System (see item 4.2.2), at minimum, the following information: (a) quantity of new shares to be issued by the wholly-owned subsidiary or quantity of shares of the wholly-owned subsidiary to be alienated; (b) unit price for subscription or acquisition of the shares; (c) date to be considered for the identification of shareholders who will have the right to subscribe or acquire the shares; and (d) percentage that shareholders will have the right to subscribe or acquire.

8 Complaints, Appeals, Consultations, Requests for Interruption or Suspension of Assembly, Hearings, and Requests for Process Review

8.1 Complaints involving open companies

Complaints filed by shareholders or the general public, involving open, foreign, and/or incentivized companies, must be forwarded to the Investor Protection and Guidance Superintendence – SOI, via the Citizen Service – SAC, available on the CVM website. Complaints filed by administrators of such companies must be forwarded to the SEP via the same SAC.

Complaints may be filed without the identification of the complainant, via the CVM website or, exceptionally, through physical protocol at the agency.

Complaints filed by shareholders or the general public will be analyzed by the SOI and, if they involve corporate issues of greater complexity, will be forwarded for analysis by the SEP, which will evaluate, mainly based on publicly available documents and written manifestations requested from market participants, whether the received complaint is well-founded.

If it believes it has conclusive elements regarding the authorship and materiality of the irregularity found, the SEP will formulate an accusation term to be judged by the CVM Collegiate Body in a sanctioning administrative process. In this case, the complaint process will be archived in the SEP or SOI, depending on its origin.

If it understands that elements of authorship and materiality are not present, the SEP will present a proposal to institute an administrative inquiry to the General Superintendent, who, if in agreement, will forward the process to the Sanctioning Processes Superintendence – SPS, which, together with the Specialized Federal Prosecutor’s Office – PFE, will be responsible for its conduct.

In this case, the complaint process will be extinguished, and its records will become part of the administrative inquiry.

To facilitate the visualization of the above, the following flowchart of procedures followed after the receipt of complaints on corporate topics relevant to open companies by the CVM until its archiving is presented.

Investor Complaint
Administrator Complaint
Analysis by SOI
Analysis by SEP
Presentation of accusation term or issuance of Alert Office Institution of administrative inquiry Archiving of the process without the presentation of an accusation term, Alert Office, or opening of an inquiry Response to the investor in cases of lower complexity

It is also worth mentioning a decision of the Collegiate Body of October 27, 2015, stating that no appeal lies against a summons issued by the SEP in compliance with Article 11 of CVM Deliberation No. 538/2008 58.

Regarding appeals against the application of coercive fines, see item 2.5.1.

58 See http://www.cvm.gov.br/decisoes/2015/20151027_R1/20151027_9883.html

8.2 Appeals against decisions or understanding manifestations of the SEP

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

The Superintendent must, within 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 Body even if they understood the appeal as untimely or inadmissible.

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

If there is a denial (total or partial) of the request for suspensive effect, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for the re-examination of the decision denying the suspensive effect, in accordance with item VI of CVM Deliberation No. 463/03.

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

It is also worth noting that, upon request by a member of the Collegiate Body, the Superintendent who issued the appealed decision, or by the appellant themselves, the Collegiate Body will examine the allegation of existence of error, omission, obscurity, or material inaccuracies in the decision, contradiction between the decision and its grounds, or doubt in its conclusion, correcting them if necessary, with the request forwarded to the Director who drafted the winning vote in the review of the appeal, within 15 (fifteen) days, and submitted by them to the Collegiate Body for deliberation.

8.3 Consultations from open, foreign, and incentivized companies

Consultations regarding the application of norms and regulations issued by the CVM and understanding regarding provisions of Laws No. 6,385/76 and 6,404/76 and subsequent amendments, must be forwarded, by the DRI or equivalent person to the SEP, with the identification of the issuer. If the consultation is made by legal representatives of the issuers, it must be accompanied by their respective powers of representation.

Specific doubts regarding the application of corporate legislation and regulation, understood as those that do not require analysis in specific administrative processes due to their complexity, may be sent to the SEP by the companies, via the email address: sepconsultas@cvm.gov.br, recommending that, before sending such doubt to the indicated email, ensure that there are no orientations regarding the subject matter in question in this Circular-Office.

The formulation of the consultation must be clear regarding its object, avoiding generic form and theoretical consultations. The consultation must be accompanied by all elements and arguments deemed important for the CVM's conclusive manifestation.

Consultations on accounting matters must be accompanied by a statement from the independent auditor on the subject.

It is worth highlighting that the submission of a consultation by the issuer does not exempt it from compliance, within the due deadlines, with legal and regulatory obligations, even if object of the formulated consultation.

8.4 Requests for interruption or suspension of the deadline for calling an assembly

Requests for interruption or suspension of the deadline for calling an extraordinary general assembly must be forwarded, in accordance with CVM Instruction No. 372/02, to the SEP, via the Citizen Service – SAC, and, simultaneously, to the electronic address sep@cvm.gov.br.

The request for interruption or suspension must be forwarded to the SEP at least 8 business days before the date initially established for the holding of the general assembly.

After receiving the request, the SEP will notify the company in question to manifest itself within an irrevocable deadline of 48 hours. Subsequently, the SEP will analyze the request and forward its opinion to the CVM Collegiate Body to deliberate on the interruption or suspension.

Unlike complaints and consultations, the SEP and the Collegiate Body have a maximum deadline to manifest themselves on the request for interruption or suspension, which is the date of the assembly itself. However, it is important to note that the scope of analysis in interruption requests is limited to the legality of the proposals submitted to the assembly, and in suspension requests, to the need for more time to analyze especially complex proposals and the sufficiency of the documents related to them.

8.5 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 the Citizen Service System (SAC), on the CVM website, except when instructed otherwise by the SEP.

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

It is emphasized that the deadlines for attending to requests contained in offices sent by the SEP must be counted as specified in the document itself. When not specified, the deadline must be counted from the date of receipt of the Office (date of sending the email or, if the Office was sent only by postal mail, the date of signing the AR).

We remind you that, since 2016, the SEP sends Offices primarily via electronic mail (with electronic signature), due to the adoption of the Electronic Information System – SEI.

In this sense, we request that communications with the SEP, including compliance with said Offices, be done, whenever possible, via the document protocol in the Citizen Service (SAC).

Occasionally, administrators, fiscal councilors, and shareholders exchange correspondence, through which they pose questions directly to the administration of the open company, sending copies of these correspondences to the Corporate Relations Superintendence (SEP). This mode of proceeding should be avoided.

With the objective of properly processing the demands, administrators and fiscal councilors who wish to forward consultations or complaints to the CVM must do so observing the procedures indicated in this item, sending direct correspondence to the SEP and indicating the request and its basis.

Complaints or consultations filed by shareholders or the general public, even if involving open, foreign, and/or incentivized companies, must be forwarded to the Investor Protection and Guidance Superintendence – SOI, via the Citizen Service, available on the CVM website, at the link below.

http://www.cvm.gov.br/menu/atendimento/sac.html

8.6 Requests for hearings with private individuals

In line with Decree No. 4,334/02, requests to schedule meetings with organizational components of the CVM must be forwarded electronically, via the CVM page on the worldwide computer network, selecting, for this purpose, the option HEARING WITH PRIVATE INDIVIDUALS (http://sistemas.cvm.gov.br/?Audiencia). It is recommended that the issuer fill out the object of the hearing as completely and in detail as possible, and also inform, in the “Subject” field, whenever possible and if applicable, the number of the Office, Instruction, or other CVM act to which the subject of the hearing refers.

In this request, there must be a clear specification of the subject to be treated, with the necessary condition, in the case of issuer consultations, their prior forwarding, as described in this Circular-Office (see item 8.3). It is also recommended that the issuer contact the SEP by telephone before scheduling the hearing with private individuals in the system, to verify agenda availability.

In the last five fiscal years, one of the initiatives of the CVM Risk-Based Supervision Plan (available on the worldwide computer network) has been the opening of an administrative process with the objective of analyzing financial statements accompanied by an auditor's report or special review report issued with a modified opinion.

We have observed a significant increase in the quantity of meeting requests made to the SEP, with the objective of informing the technical area of the existence of an auditor's report/special review report with modified opinion before the disclosure of financial information to the market.

We remind you that for all processes of this nature, the SEP sends an office to the Companies requesting a statement regarding the reasons that motivated the auditor's modified opinion.

In light of this, we recommend that Companies evaluate the need to schedule meetings only after notification by the SEP regarding the subject, avoiding the request for a meeting before the disclosure of financial information to the market, taking into account, furthermore, the observance of rules regarding the treatment of relevant information provided in CVM Instruction No. 358/02.

8.7 Request for process review

In accordance with paragraph 2 of Article 8 of Law No. 6,385/76, all documents and records of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is assured 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 review the process and to obtain certificates or reprographic copies of the data and documents that comprise it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

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

In 2005, the Agency regulated, through CVM Deliberation No. 481/05, the granting of review of records of administrative processes of any nature instituted within the scope of the CVM. Requests for process review pending at this Agency must be forwarded by presenting a signed request, specifying that it concerns the granting of review and/or copies, with the qualification of the signatories and, in the case of company representatives, accompanied by their respective powers of attorney.

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

The granting depends on authorization from the holder of the Superintendence responsible for conducting the administrative process or the Reporter, if there is a pending appeal or decision by the Collegiate Body, with the postponement of the granting of review being optional in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the process.

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

Furthermore, processes instituted with the purpose of verifying the possible occurrence of violations of 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 violation under investigation, in which case the granting of review will be considered mandatory.

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

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

In sanctioning administrative processes, the granting of review will be admitted to the accused via a request addressed: (i) to the Process Control Coordination (CCP), in processes governed by CMN Resolution No. 454/77; or (ii) to the Superintendence that instituted the process, until the eventual filing of an appeal to the Collegiate Body, in processes governed by CMN Resolution No. 1,657/89, or to the CCP, after the eventual filing of appeals to the Collegiate Body.

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

According to Article 3, paragraph 3, of CVM Deliberation No. 481/05, if the denial decision is issued by the Reporter, an appeal of their decision to the Collegiate Body will be available, within 5 (five) days, from the date of the interested party's knowledge.

For approved requests, the processes will be made available at the Consultation Center – SOI/GOI of this Authority, with the indication of the availability period through an official letter or email in response to the request. Administrative sanctioning processes will be made available at the Process Control Coordination – CCP.

Without prejudice to the above, requests for access to information may also be made, based on the “Information Access Law” (see item 8.8).

For viewing requests, the Citizen Service System (SAC) must be used, available on the CVM website, using the “Consultation” option.

8.8 Commitment Term
The Commitment Term may be entered into between the investigated or accused party and the Securities and Exchange Commission (CVM), at the CVM’s discretion, observing the public interest, in accordance with paragraphs 5º to 8º of article 11 of Law No. 6.385/76 and CVM Deliberation No. 390/01.

It should be noted initially that, according to paragraph 3º of article 7º of CVM Deliberation No. 390/01, the submission of a Commitment Term proposal is admitted even during the preliminary investigation phase.

In the case of an administrative sanctioning process, article 7º of CVM Deliberation No. 390/01 provides that the interested party wishing to enter into a Commitment Term must express this intention by the end of the deadline for presenting a defense, without prejudice to the burden of presenting such defense. The party must also submit the Complete Commitment Term Proposal to the Administrative Processes Control Coordination – CCP, within 30 days after the presentation of the defense.

According to article 11, paragraph 5º, of Law No. 6.385/76, the aforementioned proposal must be submitted in the name of the investigated or accused party themselves, and must not be sent in the name of the company, except in cases where the company itself is the investigated or accused party.

In exceptional cases, where it is understood that the public interest determines the analysis of a proposal for the entry into a Commitment Term submitted outside the aforementioned deadline, such as the offer of substantial compensation to those harmed by the conduct subject to the process and the modification of the factual situation existing when the aforementioned deadline ended, the Board will examine the request, provided it is formulated before its decision in judgment.

The Commitment Term suspends the ongoing administrative process, for the period stipulated for its compliance, and may be entered into at any time, although it is recommended that the intention to do so be presented as soon as possible, given the speed and procedural economy.

In view of the promulgation of Law No. 13.506, of November 13, 2017, the entered Commitment Terms are now published on the CVM website, instead of in the Official Gazette of the Union, with a discrimination of the deadline for compliance with any obligations assumed (art. 11, § 7º of Law 6.385/76). It is emphasized that the Commitment Term constitutes an extrajudicial executive title.

Information regarding Commitment Terms, including those already entered into with the CVM, which may serve as examples for the presentation of proposals, is available on the CVM website on the World Wide Web, at the link “Sanctioning Action – Commitment Terms” (http://www.cvm.gov.br/termos_compromisso/index.html).

Finally, it is worth highlighting that, according to article 4º of the aforementioned Deliberation, the entry into a commitment does not imply a confession regarding the facts, nor recognition of the illegality of the conduct analyzed in the process that gave rise to it.

8.9 Calculation of Deadlines
In the calculation of deadlines, the rule established by article 66 of Law No. 9.784/99, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in the aforementioned processes occurs similarly to that established by article 224, caput, of Law No. 13.105/15.

Thus, in the calculation of the deadline, the day of commencement must be excluded and the day of expiration included. Deadlines begin to run from the moment of official notification, which can be carried out, as provided by article 11 of CVM Instruction No. 452/07 and article 61 of CVM Instruction No. 480/09, through the sending of a letter with Acknowledgment of Receipt, fax, or electronic message, with the deadline starting from the first occurrence.

In the event that the expiration occurs on a day when there is no business at the CVM headquarters, such as Sundays and national or municipal holidays, the term is extended to the next business day.

Additionally, as determined by article 23 of Law No. 9.784/99, the acts of the process must be carried out on business days, during the normal operating hours of the agency where the process is pending.

Thus, on dates when the business at the CVM headquarters occurs in a partial period, ending before normal hours, deadlines will be extended until the next business day. On the other hand, when the CVM headquarters operates in a partial period and the business ends at the normal hour, in accordance with the provisions of article 66, paragraph 1º, of Law No. 9.784/99, this day will be considered in the pending deadline.

It should be noted that the protocol of documentation directed to the SEP or its respective Management in a city other than its location, although admissible, does not affect the calculation of the deadline, which will continue to be governed by the location of the CVM headquarters.

8.10 Request for Access to Information
The CVM, through CVM Deliberation No. 481/05, regulated the granting of viewing of records of administrative processes of any nature instituted within the scope of the CVM (see item 8.5).

Additionally, CVM Deliberation No. 710/13 establishes the procedures for access to information provided for in Law No. 12.527/11 (“Information Access Law”), regulated by Decree No. 7.724/12, within the scope of the CVM.

In accordance with article 2º of the aforementioned Deliberation, the request for access to information must be made electronically on the CVM website on the World Wide Web, or physically, at the Citizen Information Service – SIC of the CVM, by filling out a Standard Form.

In the case of partial or total denial of access to information or failure to provide the reasons for the denial of access, the requester may file an appeal, within ten days, counted from the knowledge of the decision, to the General Superintendent. If such appeal is denied, the requester may file an appeal, within ten days, counted from the knowledge of the decision, to the President of the CVM (article 3º of CVM Deliberation No. 710/13).

As provided by article 4º of the aforementioned Deliberation, in the event of omission of a response to the request for access to information, the requester may file a complaint, within ten days, to the General Superintendent. The deadline to file a complaint begins thirty days after the submission of the request for access to information.

If the aforementioned appeals are denied or the complaint mentioned in the previous paragraph is unsuccessful, the requester may file an appeal, within ten days, counted from the knowledge of the decision, to the Comptroller General of the Union.

However, it is important to note that, based on art. 13 of Decree No. 7.724/2012 transcribed below, the Information Access Law does not serve to impose the obligation to consolidate or interpret data that are in the possession of the Authority, in the event of a request for information regarding them.

“Art. 13. Requests for access to information will not be attended to:
I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation, or consolidation of data and information, or a service of production or processing of data that is not within the competence of the agency or entity.
Sole paragraph. In the case of item III of the caput, the agency or entity must, if it has knowledge, indicate the location where the information from which the requester can perform the interpretation, consolidation, or processing of data is located.”

9 Empresas.NET System for the Preparation and Delivery of Information The Empresas.NET System is a system developed in partnership with B3 with the aim of facilitating compliance, by companies, with regulatory obligations to disclose information to participants in the capital market.

As a result of the unification of the platforms of the IPE and Empresas.NET Systems, since 28/02/2015 all periodic and occasional information has been submitted through the Empresas.NET System, even those that were previously sent through the IPE System. For more information, it is recommended to read Circular Letter/CVM/SEP No. 01/2015, of 30/01/2015 and Circular Letter/CVM/SEP No. 04/2016, of 26/09/2016, both available on the CVM website.

The information referred to by the Empresas.NET System is provided for, notably, in CVM Instructions No. 480/09, 481/09, and 358/02, as well as in other normative acts of the CVM or are adopted by virtue of good corporate governance practice.

The Empresas.NET System is the only means of submission to the CVM and to B3, in the case of companies listed there, of the periodic and occasional information of open companies, and it is not accepted that the documents listed in Empresas.NET are delivered at the protocols or sent by registered mail.

The documents and information sent through the Empresas.NET System will be available for public consultation simultaneously on the CVM website and on the B3 website in the case of companies listed there, with the exception of the form for the communication provided for in article 11 (individual) of CVM Instruction No. 358/02.

The download of the Empresas.NET System can be done through the CVM website on the World Wide Web (http://www.cvm.gov.br, section Regulated Information, Companies, Empresas.NET, or through the link http://www.cvm.gov.br/menu/regulados/companhias/progempnet.html), as well as on the B3 website (http://www.bmfbovespa.com.br, section Services – Services for Companies, Empresas.NET Systems 59).

Questions regarding the installation, use, and operation of the Empresas.NET System, as well as the reporting of problems or difficulties in sending documents, must be directed to the Post-Trade Support Superintendence of B3 (SSP). Contact with the SSP can be made: (a) on business days, from 7 a.m. to 10 p.m. via email ssp@bvmf.com.br and by phone (11) 2565-5000, option 8. After 10 p.m. and on weekends and holidays, exclusively by phone (11) 2565-5000. Questions received after 10 p.m. on business days and on weekends and holidays will be handled after 7 a.m. on the next business day, except those related to the availability of the system for receiving information, which will be handled immediately. Questions regarding the content of the Registration Forms, Reference Forms, DFP, ITR, and the Quarterly Securitization Report can be sent to the CVM, via the email address: sep-consultas@cvm.gov.br.

It is absolutely indispensable to read the document “Manual for the Delivery of Periodic and Occasional Information”, available on the CVM website, which presents a list of the categories, types, and species of documents provided for in the Empresas.NET 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 (sending and canceling data).

The limitation on the size of the files to be included in the Empresas.NET System is imposed by the system itself and aims to facilitate investor access to the information archived in the Empresas.NET System, since, in turn, it depends on file download processes, which are often unfeasible for sizes above 5 Mb. The imposed limitation aims for the best performance of the system and the website, thereby generating better access for users, especially for the shareholder, the final recipient of the information.

59 See http://www.bmfbovespa.com.br/pt_br/servicos/empresas/sistema-empresas-net/

Before requesting the expansion of the limit of the Empresas.NET System, the company must make efforts to reduce the size of the file to be made available, given that it is an existing imposition for all companies. The issuer must try solutions with its IT area, with the aim of reducing the size of the file. The use of compression algorithms is suggested to try to reduce the space occupied by images and texts to be placed in the files. In this sense, we alert that the files to be attached to the documents created in the system must not be protected or digitized in a way that does not allow them to be searched.

It is worth highlighting that the CVMWEB System continues to be used to access the functionality of appeal against penalty fines, on the CVM website. See item 2.5.1.

10 Guidelines for the Preparation of the Reference Form On 09/10/2014, CVM Instruction No. 552/14 was issued, which brought significant changes to CVM Instruction No. 480/09 (in addition to making partial changes to other Instructions). The changes brought by CVM Instruction No. 552/14 entered into force on 01/01/2015, with the exception of the changes in the Reference Form (Annex 24 of CVM Instruction No. 480/09), which entered into force from 01/01/2016.

10.1 Guidelines applicable to the entire Reference Form

10.1.1 General rules on the preparation and disclosure of information
CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and updating of the Reference Form. They are as follows:
a) the issuer must disclose true, complete, consistent information that does not mislead the investor (article 14); b) all information disclosed by the issuer must be written in simple, clear, objective, and concise language (article 15); c) the information provided by the issuer must be useful for the evaluation of the securities issued by them (article 17); d) whenever the information disclosed by the issuer is valid for a determinable period, such period must be indicated (article 18); e) factual information must be differentiated from interpretations, opinions, projections, and estimates (caput of article 19); f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of article 19).

The Empresas.NET system incorporates both structured fields and free text fields for the presentation of the information required in the Reference Form.

In order to ensure better understanding and comparability by investors, we alert that whenever the required information is provided in free text fields, the issuer must, nevertheless, organize and present the information in accordance with the structure and organization provided for in Annex 24 of CVM Instruction No. 480/09.

In the unstructured fields of the Reference Form, whenever the presentation of a table is required, the information must be provided in this way (for example, in items 3.4, 4.3, 13.2, 13.3, 13.5, 13.6, and 13.7 of the Form).

Considering that the Form is a mandatory document for the purpose of requesting registration of an open company, it is worth highlighting that the company constituted in the same fiscal year in which its request for registration as an open company was made must, in the creation of version 1 of its Reference Form, inform in “FRE/ Fiscal Year Data”, in the fields “Start Date” and “End Date” of the line of the last fiscal year, respectively, the date of constitution of the company and the date of closure of the period used for the preparation of financial statements for registration purposes.

10.1.2 Field “other information deemed relevant”
Annex 24 provides for various sections of the Form with open fields for the presentation of “other information deemed relevant”. The objective of these fields is to allow the issuer to provide other information not requested in the Reference Form, deemed important to support the investment decision or to ensure the correct understanding, by investors, of the information provided in the Form regarding its economic-financial situation, its business, and the risks inherent to its activities and the securities issued by it.

Therefore, the insertion of repetitive information or promotional nature text in these fields should be avoided, limiting their use to strictly necessary clarifications that actually add knowledge about the situation of the company and the securities offered by it for public trading.

10.1.3 Scope and content of the information provided
Annex 24 includes notes specifying the scope or content of the information to be provided in some of the items that must be carefully observed by issuers when preparing, updating, and resubmitting the Form.

In this sense, we alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1, and 10.2 must refer to the last 3 financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 financial statements closing the fiscal year and the last accounting information disclosed by the issuer, such as, for example, the information regarding the last Quarterly Information Form – ITR disclosed by the issuer.

We also alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.7, 3.8, 7.4, 7.6, 9.1, and 10.6 must refer to the last financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last financial statements closing the fiscal year and the last accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer.

It is also emphasized that, in the annual presentation of the Reference Form, the information provided regarding items 2.1, 8.1, 8.2, 8.3, 10.4, 11.1”d”, 14.1, 15.6, 15.7, 17.2, 17.3, 17.4, 18.9, 18.10, 19.1, and 19.2, must refer to the last 3 fiscal years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 fiscal years and the current fiscal year.

Finally, we guide issuers to the unnecessary inclusion in the Reference Form of information that is not important to ensure that the document is a true, accurate, and complete portrait of its economic-financial situation and the risks inherent to its activities and the securities issued, such as repetitions of legal texts, explanatory notes, and parts of other documents.

10.1.4 Information not applicable
If information requested in the Reference Form is not applicable to the issuer due to its characteristics, the same must expressly state this fact in the Form and include a justification, explaining the reason why the requested information is not applicable to them.

Regarding the free text fields of the Empresas.NET system, if the information is not applicable, the issuer must indicate in the field itself the reasons justifying the non-presentation of the required information.

For example, if the issuer has not made a public distribution offer of securities in the last 3 fiscal years, it must inform in items 18.10 “a”, 18.10 “b”, and 18.10 “c” that these are not applicable, given that the issuer has not made a public distribution offer of securities in the last 3 fiscal years. It is emphasized that the mere declaration that the information is “not applicable” does not meet this purpose.

In the case of the structured fields of the Empresas.NET system, if the information is not applicable, the issuer must, instead of filling them out, disclose the reasons for the non-presentation of the required information, through the “Justify” icon.

10.2 Guidelines for filling out the Reference Form

10.2.1 Identification of persons responsible for the content of the Form (section 1)
In this item, the issuer must identify and present the declaration of its President and its Investor Relations Director (DRI) attesting that:
a) they reviewed the Reference Form; b) all information contained in the document complies with the provisions of CVM Instruction No. 480, especially articles 14 to 19; c) the set of information contained therein is a true, accurate, and complete portrait of the issuer’s economic-financial situation and the risks inherent to its activities and the securities issued by it.

It is emphasized that the aforementioned declaration must be provided by the two persons indicated in the regulation (President, or equivalent position, and DRI), with the exception of the case where the same person holds both positions listed in the Instruction.

Furthermore, in the declarations of the President and the Investor Relations Director, their respective signatures must be included.

On the other hand, in the presentation of new versions of the reference form, due to the update provided for in CVM Instruction 480/2009, article 24, paragraph 3º, item I, or paragraph 4º, item I, due to a change in the President or the Investor Relations Director, and not due to the other deliveries provided for in the same article, there is no obligation to replace the identification and signed declaration of the replaced directors in section 1 of the reference form, but only the update of items 12.5/6 with the data of the new directors.

CVM Instruction No. 586/17 added item 1.2, which provides for an individual declaration by a new occupant of the position of President or Investor Relations Director, in case of a change in the President or DRI after the submission of the reference form.

10.2.2 Auditors (section 2)
a. Information about independent auditors (item 2.1) In this item, historical information must be presented for the identification of the auditors who worked with the company in the last 3 fiscal years, as well as the services provided by them to the issuer.

In line with the provisions of Article 2 of CVM Instruction No. 381/03 and item 2.2 of the Reference Form, which requires the separate disclosure of expenses incurred with audit services and with any other services provided by the independent auditor, in the description of contracted services (letter “d”) it must be informed not only the services related to independent audit, but also any other services that are not external audit that are provided to the issuer by the independent auditor or by parties related to the independent auditor, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05(R1). The eventual replacement of the auditor (letter “e”) must be informed even when the change occurred due to auditor rotation provided for in Article 31 of CVM Instruction No. 308/99. In this case, as in other cases of change, the issuer’s justification for the replacement of the auditor (sub-item “i” of letter “e”) must contain the same content as the communication required in the caput of Article 28 of CVM Instruction No. 308/99. If the auditor did not agree with the justification for their replacement, the information provided in response to sub-item “ii” of letter “e” must reproduce any reasons presented by the auditor, in accordance with the communication provided for in paragraph 2 of Article 28 of CVM Instruction No. 308/99. It is emphasized that the information regarding “Termination of service provision”, required in table 2.1 of the Empresas.NET System, should not be included when the service provision is still in progress. This information should only be included upon the closure of the relationship between the issuer and the independent auditor. The issuer that did not have an auditor in the period covered by table 2.1/2 must present, in table 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form. b. Remuneration of independent auditors (item 2.2) The information about the total amount of remuneration of independent auditors must be provided only with respect to the last fiscal year. In addition to the total remuneration amount, it must be informed how this amount is segregated between:
a) fees related to external audit services; and b) fees related to any other services provided, regardless of whether these services represented less than 5% (five percent) of the remuneration for external audit services, given that, unlike CVM Instruction No. 381/03, item 2.2 of Annex 24 of CVM Instruction No. 480/09 does not make any reservation regarding the amount of fees from which the information must be provided. In both cases of external audit services and other services provided, the issuer must indicate, in a segregated manner, the amounts paid as title for each of the services that have been informed in letter “d” of item 2.1. The information about the remuneration of independent auditors must be presented in Reais (R$). Even when there is service provision by the auditor abroad, the issuer must perform the conversion to the national currency as provided in CPC 2 (R2) approved by CVM Deliberation No. 640/2010. The issuer that did not have an auditor in the period covered by table 2.1/2 must present, in table 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form.
c. Other information deemed relevant (item 2.3)
This item must be used for the presentation of other information not requested in section 2 of the Reference Form, which the issuer deems important for the complete understanding, by investors, of its relationship with the independent auditor, such as: the policy or procedures adopted by the issuer to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors (item III of Article 2 of CVM Instruction No. 381/03) and existence of relevant transfers of services or resources between the auditors and parties related to the issuer, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05(R1).

10.2.3 Selected financial information (section 3)
a. Selected financial information (item 3.1)
In this field, the issuer must present, in addition to other accounting information it may have selected, the values of the following items indicated in letters “a” to “j”:
shareholders’ equity; total assets; net revenue; gross result; net result; number of shares, treasury; book value per share, basic earnings per share and diluted earnings per share. These last two pieces of information must be calculated in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 41.
When presenting the Reference Form annually, the information must refer to the last 3 financial statements closing the fiscal year. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 financial statements closing the fiscal year and the last accounting information disclosed by the issuer. The requirement to disclose information regarding the last three financial statements aims to allow comparison of the issuer’s performance during the period. The information must be provided taking as a basis the information contained in the issuer’s financial statements or, when it is obliged to disclose consolidated financial information, based on its consolidated financial statements.

For the calculation of the book value per share (letter “g”), it is recommended that the value of the shareholders’ equity reported in the issuer’s last financial statements be used, in order to allow the investor to reconcile such numbers.
In the case of presenting the Reference Form due to a request for registration of public distribution of securities, when the values presented refer to the last accounting information disclosed by the issuer, the accumulated balances in the result accounts must be disclosed.
In the preparation and review of the information presented in this field, the issuer must ensure that the values disclosed are consistent with those that have been disclosed in its financial statements. b. Non-accounting measurements (item 3.2) In the disclosure of non-accounting measurements, the issuer must ensure that the values presented are reconcilable with the data contained in the financial statements and quarterly information it has disclosed, which were used for the preparation of the measurements.
c. Subsequent events to the last financial statements closing the fiscal year (item 3.3)
In this field, subsequent events that, in compliance with the rules provided in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, appeared in the last financial statements closing the fiscal year or, in the case of presenting the Reference Form due to a request for registration of public distribution, in the last accounting information disclosed by the issuer, must be identified and commented on. Such comments must contain the information provided in said accounting standard, such as: (a) the nature of the event; and (b) the estimate of its financial effect or a declaration that such estimate cannot be made, in the case of significant subsequent events, but which did not result in adjustments. It is also important to include information regarding the date of authorization of the issuance of the accounting statements, as they do not reflect events subsequent to that date. The issuer must make it clear whether the information provided in this item refers to the individual or consolidated financial statements. d. Description of the policy for the allocation of results (item 3.4) This item aims to consolidate the history of the allocation of the issuer’s results, including what was approved in the last Ordinary General Meeting. In it, the issuer must describe the policy for the allocation of results adopted by it in the last 3 fiscal years, with the indication of the information required in letters “a” to “d”.

To assist the user’s understanding, it is recommended that the information be provided in the form of a table, according to the following format:
Year 1 Year 2 Year 3 a. Rules on profit retention a.i. Values of Profit Retentions a.ii Percentages in relation to total declared profits b. Rules on dividend distribution
c. Periodicity of dividend distributions
d. Possible restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial decisions, administrative or arbitral e. If the issuer has a formally approved result allocation policy, informing the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted The description of the policy must be prepared taking as a basis the practices adopted by the issuer and the provisions on the subject existing in its Bylaws, and therefore should not be limited to the mere transcription of the provisions of Law No. 6.404/76 regarding the subject. In the description of the rules regarding profit retention (letter “a”), the issuer must inform if, in addition to the mandatory reserves provided for in legislation, it has other reserves regulated in the bylaws, informing their percentages, if it carried out retentions based on a capital budget in the period covered by this item of the Form, etc. In addition to this information, the issuer must indicate, in a segregated manner, the values of all retentions that have been carried out in each of the years informed in this item of the Form, as well as the percentages in relation to the total declared profits. e. Dividend distributions and profit retentions occurred in the last 3 fiscal years (item 3.5) The information presented in this item must be consistent with corporate resolutions and with the individual accounting information disclosed by the issuer. As adjusted net profit (letter “a”), the value of the net profit that served as the basis for the calculation of distributed dividends must be informed. Note that the dividend to be distributed to be informed in letter “d” must be restricted to that calculated based on the profit ascertained in the last fiscal year. Payments of dividends from profits ascertained in previous years will be informed in item 3.6.

The return rate in relation to shareholders’ equity (letter “f”) must be calculated based on the division of the value of net profit, before the adjustments referred to in letter “a”, by the value of shareholders’ equity in each fiscal year.
As retained net profit (letter “g”) the portion of net profit not distributed as dividends or interest on equity capital must be considered, that is, the sum of the allocations to reserves and profit retention.
It is worth clarifying that dividends or interest on equity capital attributed as dividends that have been distributed from retained profits or reserves constituted in previous fiscal years must be informed in item 3.6 of the Form. f. Issuer’s indebtedness level (item 3.7) The information disclosed in this item must be provided based on the consolidated financial information, if the issuer is obliged to prepare them. It is emphasized that the total amount of debt, of any nature, informed in item 3.7.a, may be greater than the value disclosed in item 3.8 as the sum of debts with real guarantee, floating guarantee and unsecured debts. It is also fundamental, in the event that the issuer uses another indebtedness index, the indication of the respective methodology and the reason why it understands that this index is appropriate for the correct understanding of the financial situation and the level of indebtedness of the issuer. g. Issuer’s obligations according to nature and maturity date (item 3.8) In this item, the issuer must disclose the amount of its obligations (loans, financing and debt securities), segregated according to the type of guarantee– real guarantee, floating guarantee and unsecured debts or other type of guarantee or privilege – and with the maturity dates stipulated in letters “a” to “d” of this item. In this sense, liabilities that are not of the nature of loans, financing and debt securities – such as suppliers, tax obligations, provisions, dividends or interest on equity capital payable, etc. – should not be included in this item 3.8 of the reference form. Thus, for the categorization of debts in the required manner, the costliness of the guarantee to the issuer must be taken into account, and not to third parties. Debts with guarantee of aval must be classified in one of the three categories set out in item 3.8. Debts without real or floating guarantee, regardless of the fact that they have surety guarantee, must be classified as unsecured debts.

Debts guaranteed with third-party assets, as they do not encumber the issuer’s assets, must be considered as unsecured debts and classified as such in the table provided for in this item.
In order to facilitate understanding by investors, the issuer must include information in item 3.8 itself, in the “observations” field, regarding the criteria used for the segregation of its debts according to the categories provided for in the standard.
The information must be provided taking as a basis the information contained in the issuer’s consolidated accounting statements, or, when it is not obliged to disclose consolidated statements, based on its individual accounting statements. h. Other relevant information (item 3.9) In this item, the issuer must disclose other relevant information regarding financial aspects, such as, for example, the existence of provisions on cross-default in contracts and debt securities representing the issuer’s debt, including between the issuer and companies of its economic group.

10.2.4 Risk factors (section 4)
a. Description of risk factors (item 4.1)
In this item, any risk factors that may influence the investment decision must be exposed, in order of relevance, in particular, those related to the issuer and its controller, directly or indirectly, or control group, its shareholders, its controlled and affiliated companies, its suppliers, its customers, with the sectors of the economy in which the issuer operates and its respective regulation, with foreign countries where the issuer operates and socio-environmental issues. It is worth clarifying that the matters contained in letters “a” to “j” consist of an exemplary list. Thus, when filling out this field of the Form, the issuer must discuss the risk factors to which it would be exposed that may influence the investment decision. The issuer may omit matters related to letters “a” to “j” of this item that are not applicable to it, but must add other matters not provided for in the exemplary list if they are relevant to its activities and capable of influencing the investment decision. Given that the risk factors must be exposed in order of relevance (from most relevant to least relevant), in the presentation of the comments, the issuer may modify the order of presentation of the matters cited in letters “a” to “j” of item 4.1. Alternatively, it is to present, within each sub-item “a” to “j” of item 4.1, the risk factors in decreasing order of relevance.

All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The issuer’s expectations regarding the increase or reduction of its exposure to risk factors, as well as the actions implemented aiming at the reduction of its exposure, must be informed in item 5.4 of the Form.
Regarding letter “c” (risks related to its shareholders), the issuer must present the risks to which the Company is exposed due to its shareholders, that is, those in which the source of the risk is the shareholder.
Considering the provisions of Article 238 of Law No. 6.404/76, item 4.1.b (risks related to its controller, directly or indirectly, or control group) must identify and describe the risks related to the possibility that the company will be guided in a way to meet the public interest that justified its creation.
The risk factors must be clearly identified and described in clear and objective language, in order to allow their understanding by the investor, and their possible impacts on the issuer or on the securities issued by it must also be commented on.
The issuer must avoid generic descriptions of risk factors. Information must be provided, as far as possible, on how a certain risk factor specifically affects the issuer, considering its particularities.
In this regard, when judging PAS CVM No. RJ2014/7352, the Collegiate Body had already manifested itself in the sense that generic allegations that the risks inherent to the activity of a company are already known to the market, given that they have been disclosed in company documents such as the reference form, do not have the effect of removing the responsibility of administrators of open companies regarding the lack of disclosure of certain specific and relevant information of the company, including in other documents and moments, such as in the annual and interim financial statements of the company. As mentioned in the vote of the Rapporteur Director Pablo Renteria, accompanied by the unanimity of the Collegiate Body, the risks common to a certain industry must be disclosed in prospectuses and reference forms. However, the function that such disclosure performs is to inform and alert the public about certain typical characteristics of the industry that may generate risks to investors of any company in the sector. Thus, the company’s management cannot consider that these generic alerts are sufficient to remove the need for disclosure, in the Company’s financial statements, of specific risk factors and related events, if they are already known to the administrators.

The investor, when acquiring securities issued by a company of a certain sector, accepts the risks inherent to it, which have been duly informed by the company. However, this does not mean that the company is exempt from keeping the market duly informed about specific events that have led or may lead to the realization of these risks. Thus, if the administration becomes aware of a risk event, this fact must be timely informed to the market, in the manner provided for in the current regulation, including, depending on the circumstances, by means of a relevant fact notice. The administration must also keep the market continuously informed about the evolution of these events and their impact on the company’s financial situation, through the gradual disclosure of true, complete, timely and accurate information. Additionally, it is recommended that, in the annual process of preparing the Reference Form, the risk factors be reviewed and updated. b. Description of market risks (item 4.2) In this item, all relevant market risks to which the issuer is subject in the normal course of its activities must be described, quantitatively and qualitatively, in order of relevance and without mitigation or omission of relevant information, including, but not limited to, exchange rate risks, stock and commodity prices, interest rates, among others, that are capable of influencing its operational results, its financial situation, its future perspective and the decision of investors. The issuer must also disclose the relevant issues of the market risks to which it is submitted and the respective policies for their management. The issuer may disclose, for example, the parties with whom it contracts over-the-counter derivative instruments and the details of the participation of each of these parties in the total contracted notional value, highlighting the treatment of counterparty risk. The issuer must describe how the indicated market risks can affect it. Thus, the simple mention of generic factors, such as the possibility of alteration of government policies and actions, political instability and volatility of the financial market, must be avoided. The issuer must compare the information provided in this item with what is described in its financial statements, by virtue of CVM Instruction No. 475/08, in order to avoid inconsistencies or omissions that prejudice the understanding of what is intended to be informed in this part of the form.
c. Judicial, administrative or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.3)
In this item, the issuer must describe, with the presentation of the information required in letters “a” to “h”, the judicial, administrative or arbitral proceedings in which it or its controlled companies are parties, which are not under confidentiality and are individually relevant to the issuer or its controlled companies.

For better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax, and others). The description of each of the proceedings must be presented in table format, according to the following model.

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

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

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

In the assessment of relevance, the issuer should not limit itself only to the capacity of the case to significantly impact its assets, its financial capacity or its business, or those of its controlled companies, but should consider other factors that could influence the decision of the investing public, such as, for example, the image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of statutory clauses.

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

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

Cases running simultaneously in the administrative and judicial spheres must be informed in separate tables. However, in both tables there must be a reference in the "main facts" (letter "f") to the existence of the other administrative or judicial process.

As "parties to the case" (letter "d"), the parties comprising the passive and active poles of the case must be identified, except with respect to judicial proceedings subject to the appreciation of the Labor Justice, where only the initials of the names of the parties must be indicated. In this sense, it is stressed that Resolution of the National Council of Justice No. 121, of 05.10.2010, established restrictions on the public consultation of labor processes through the worldwide computer network.

Regarding the "main facts" (letter "f"), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its controlled companies, and the situation in which the case is located must be offered, in clear and objective language. Accordingly, the main procedural or administrative acts that occurred must be informed, with their respective dates and synthesis of the decisions, containing their motivations, so that the user of the information can form their own judgment of value.

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

The analysis of the impact in case of loss of the case, required in letter "h", must be done without omission of relevant information, demonstrating the amount of losses related to relevant cases and their possible impacts on the financial and asset situation of the issuer or its controlled companies or on their businesses. Even if the chance of loss of the case is remote, if it is relevant, in terms of materiality, it must be informed.

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

d. Judicial, administrative or arbitral proceedings in which the issuer or its controlled companies are parties and whose opposing parties are administrators or ex-administrators, controllers or ex-controllers or investors of the company or of its controlled companies (item 4.4)

In this item, the issuer must describe, with the presentation of the information required in letters "a" to "h", the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which it or its controlled companies are parties and whose opposing parties are administrators or ex-administrators, controllers or ex-controllers or investors of the Company or of its controlled companies.

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

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

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

b) possible: when the chance of one or more future events occurring is less than probable, but greater than remote; c) remote: when the chance of one or more future events occurring is small.

The analysis of the impact in case of loss of the case, required in letter "h", must be done without omission of relevant information or mitigation, demonstrating the amount of losses related to relevant cases and their possible impacts on the financial and asset situation of the issuer or its controlled companies or on their businesses.

The proceedings already described in item 4.3, which also fit the information requested in this item, may be cited here by reference.

e. Information on relevant confidential proceedings in which the issuer or its controlled companies are parties that have not been disclosed in items 4.3 and 4.4 (item 4.5)

Regarding relevant confidential proceedings in which the issuer or its controlled companies are parties, only the presentation of the following information is required, without the need for detailing the cause: (a) analysis of the possible impact for the issuer or its controlled companies, in case of loss, without mitigation or omission of relevant information about the subject; and (b) disclosure of the values involved in these proceedings.

f. Repetitive or connected judicial, administrative or arbitral proceedings, which are not under confidentiality and which are relevant collectively, in which the issuer or its controlled companies are parties (item 4.6)

In this item, the issuer must describe the repetitive or connected judicial, administrative or arbitral proceedings, based on similar facts and legal causes, which are not under confidentiality and which, when considered collectively, are relevant, in which the issuer or its controlled companies are parties.

The relevance must be assessed by the issuer taking into consideration the capacity the information would have to influence the investment decision of investors.

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

With respect to what is required in letter "b" of this item, all information necessary for investors to understand the practice of the issuer or its controlled company that originated the contingency described must be offered, in clear and objective language.

g. Other relevant contingencies not covered by the previous items (item 4.7)

CVM Instruction No. 480/09 provides that the set of information contained in the Reference Form must be a true, accurate and complete portrait of the economic-financial situation of the issuer and the risks inherent to its activities and to the securities issued by it.

This item must be used for the presentation of information about other relevant contingencies not covered by the previous items, which the issuer considers important to support the investment decision by investors. Terms of Commitment and Terms of Conduct Adjustment celebrated by the issuer must be described in this item.

h. Foreign issuer (item 4.8)

If there are securities of the foreign issuer being traded in a jurisdiction different from that in which the issuer registered, it must be clearly and objectively informed which rules apply to the Brazilian investor in BDR. In this sense, it may be that (i) only the rules of the jurisdiction that registered the issuer apply; (ii) only the rules of the jurisdiction where the securities of the foreign issuer are traded apply; (iii) only Brazilian rules apply; and (iv) a composition of the previous alternatives applies.

10.2.5 Risk management and internal controls policy (section 5)

a. Description of the risk management policy adopted by the issuer (item 5.1)

Risk management policy is understood as the set of rules and objectives that form an action program, established by its administrators, in order to mitigate or control risks.

If it has implemented an organizational structure for risk factor management control (letter "b.iii"), the issuer must describe it: (a) indicating the administration bodies, committees or other similar structures involved; (b) discriminating the specific responsibilities of each of these bodies, committees or similar structures, and their members, in risk management control. Note that the committees or similar structures mentioned here must be informed in items 12.1"a" (even if they are not statutory bodies) and 12.7 of the Form; and (c) indicating the hierarchical structure of these bodies. The issuer must also highlight whether it adopts control structures that involve the company as a whole, management bodies, directorates, especially the Compliance Directorate, and other specific bodies and committees, such as Internal Audit and the Audit Committee, according to principles adopted by recognized entities, such as COSO (Committee of Sponsoring Organizations of the Treadway Commission).

If the issuer does not adopt an organizational structure or internal control systems aimed at verifying the effectiveness of the adopted policy (letter "c"), it must expressly state this fact. In this case, the issuer must also inform the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, development stage and estimated time for adoption may also be commented on.

Companies that do not adopt a risk management policy must make this condition explicit, as well as inform the reasons why they do not adopt such a policy.

b. Description of the market risk management policy adopted by the issuer (item 5.2)

Risk management policy is understood as the set of rules and objectives that form an action program, established by its administrators, in order to mitigate or control risks.

In the description of the parameters used for market risk management (letter "b.iv"), the issuer must indicate the objective criteria that are monitored to verify the inclusion or exclusion of its exposure, for which it must inform the parameters/indices used in the management of the risks reported in item 4.2.

It is recommended, for example, that the issuer specify in this item the limits (minimum and maximum) of exposure allowed in its hedge policy for each market risk, expressed in terms of multipliers. That is, assuming that the financial exposure to a certain market risk (before the use of financial instruments for hedge to mitigate this risk) is X reais. A multiplier of 0x expressed in its policy allows the company to decide not to adopt a hedge for this risk. A multiplier of 1x allows the company to use financial instruments for hedge purposes up to the limit value of its exposure. Multipliers greater than 1x allow the company to use financial instruments for hedge purposes above the limit of its exposure. Multipliers less than 0x (i.e., negative) are not considered for hedge purposes, and effectively allow the company to increase its financial exposure to the risk factor in question.

The issuer must also indicate whether it uses financial instruments with objectives other than asset protection (hedge) (letter "b.v"), including with respect to operations associated with derivative instruments such as "Total Equity Return Swap", among others. The information provided must include the objectives of the operations and the risks associated for the issuer or its shareholders.

If it has implemented an organizational structure for risk management control (letter "b.vi"), the issuer must describe it: (a) indicating the administration bodies, committees or other similar structures involved; (b) discriminating the specific responsibilities of each of these bodies, committees or similar structures, and their members, in risk management control. Note that the committees or similar structures mentioned here must be informed in items 12.1"a" (even if they are not statutory bodies) and 12.7 of the Form; and (c) indicating the hierarchical structure of these bodies. The issuer must also highlight whether it adopts control structures that involve the company as a whole, management bodies, directorates, especially the Compliance Directorate, and other specific bodies and committees, such as Internal Audit and the Audit Committee, according to principles adopted by recognized entities, such as COSO (Committee of Sponsoring Organizations of the Treadway Commission). Finally, it is recommended that the company indicate the main measures adopted by the Board of Directors and Management in relation to the performance of the area responsible for the Compliance and Risk function, Internal Audit and the Statutory Audit Committee in the previous fiscal year, describing the improvements in these structures and practices planned for the current fiscal year. If the issuer does not adopt an organizational structure or internal control systems aimed at verifying the effectiveness of the adopted policy (letter "c"), it must expressly state this fact. In this case, the issuer must also inform the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, development stage and estimated time for adoption may also be commented on.

Companies that do not adopt a market risk management policy must make this condition explicit, as well as inform the reasons why they do not adopt such a policy.

c. Internal controls (item 5.3)

In item 5.3.a, the issuer must comment on the organization's practices regarding its internal control system, which monitors operational and financial processes, including those related to risk and compliance management, making comments on its degree of efficiency and actions underway to improve the organization's control levels.

In item 5.3.b, the internal control management structure must be described, indicating the areas of the Company and the administration bodies involved in monitoring the Company's internal control system, their responsibilities and the relationship between them.

In item 5.3.c, the way in which the degree of efficiency of internal controls is supervised and reported within the organization must be pointed out, indicating the positions of the people responsible for monitoring the evolution of practices and internal control deficiencies over time.

The information requested in item 5.3.d, regarding the deficiencies and recommendations indicated by the independent auditor, must be provided in line with the auditor's report provided for in item II of article 25 of CVM Instruction No. 308/99.

It is up to the administrators to diligence with the independent auditors so that the communication regarding the last fiscal year is made available in a timely manner, considering, in addition to the provision of item II of article 25 of CVM Instruction No. 308/99, the audit professional standard that deals with the matter, including with respect to the adequate time limit for the conclusion of the timely assembly of the final audit file. In any case, this field must be in conformity with the last written communication of internal control deficiencies sent by the independent auditors to the Company's administration.

As a rule, item 5.3.d of the Reference Form must contain, at a minimum, comments regarding significant deficiencies and the auditor's recommendations on them. However, it is important to stress that it is up to the directors, exercising their own judgment regarding the probability and possible magnitude of distortions that may arise in the financial statements as a result of the deficiencies pointed out by the auditor, to evaluate the relevance and need for disclosure of comments regarding other deficiencies identified by the auditors.

In this regard, in its report on internal control deficiencies, the independent auditor must segregate the deficiencies considered significant. In the event that the independent auditor does not segregate the significant deficiencies, without prejudice to the eventual determination of responsibility of such professionals, the directors must request a complementary manifestation from the independent auditors, in order to subsidize the judgment regarding the disclosure to be promoted in item 5.3.d of the Reference Form, mentioned in the paragraph above. It should be noted that, in any event, any absence of segregation of significant deficiencies by the independent auditors: a) should not be interpreted as an indication that the identified deficiencies are not significant; and b) does not remove the responsibility of the directors regarding the judgment about the relevance and need for disclosure of comments regarding the identified deficiencies.

For its part, item 5.3.e must contain the directors' comments, at a minimum, on the measures adopted, or to be adopted, to correct the deficiencies reported in item 5.3.d. This item must adequately reflect the discussions with its independent auditors and, at a minimum, the measures adopted or to be adopted to remedy the deficiencies must be informed, identifying the bodies or areas responsible for their adoption and the expected deadline to correct each deficiency.

d. Internal integrity mechanisms and procedures adopted by the issuer (item 5.4) In this item, included by CVM Instruction No. 586/17, the issuer must provide information related to the internal integrity mechanisms and procedures adopted to prevent, detect, and remedy deviations, fraud, irregularities, and illicit acts committed against public administration, national or foreign.

e. Comments on significant changes and expectations (item 5.5) In this item, the issuer must comment, in addition to any significant changes that have occurred, on its expectations, if any, regarding the reduction or increase in its exposure to the main risks described in section 4. In the comments, the internal or external factors supporting the opinion issued must be specified, and any measures adopted by the issuer to reduce exposure to risks may also be commented on.

10.2.6 Issuer's History (Section 6)
a. Brief history of the issuer (item 6.3)
In this item, objective information about the most important events useful for investors to know and evaluate the evolution and history of the issuer must be presented, such as: date of founding and its founder; changes in name and corporate purpose; start and end of an expansion program, if relevant; relevant corporate events already occurred, such as alienation or acquisition of control, merger, spin-off, or public offer to buy or sell shares; bankruptcy, judicial reorganization; judicial or extrajudicial recovery, product diversification; development of new products; creation of a subsidiary of relevant nature; main projects or works executed; relevant losses or claims, entry of foreign shareholder, etc. Political decisions that affected the company, directly or indirectly, must also be indicated, such as, for example, sectoral or macroeconomic policies.

b. Information on bankruptcy petition, if based on a relevant value, or on judicial or extrajudicial recovery of the issuer, and on the current status of such petitions (item 6.5) In this item, the existence of bankruptcy petitions against the issuer based on a relevant value and petitions for judicial or extrajudicial recovery of the issuer must be reported, presenting all necessary information so that investors can know and understand the effects of these events on the issuer, such as: values involved, petitioner, court where the petition is proceeding and its current status, measures eventually adopted by the issuer.

It is noted that the declaration of bankruptcy, judicial recovery, extrajudicial liquidation, or judicial homologation of extrajudicial recovery is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item XI of paragraph 3 and item VI of paragraph 4 of Article 24 of CVM Instruction No. 480/09. Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form in the manner provided for in legislation, with issuers subsequently in judicial recovery, bankruptcy, and liquidation being exempted from delivering the annual Reference Form in the manner provided for in Articles 36, 38, and 40 of CVM Instruction No. 480/09.

10.2.7 Issuer's Activities (Section 7)
a. Main activities developed by the issuer and its controlled companies (item 7.1) In this item, information useful and necessary for the investor to know the activities developed by the issuer and its controlled companies must be provided to the market, such as the issuer's corporate purpose, market of operation, geographic diversification, among others. The description of activities must cover not only what is in the corporate purpose but, in the case of mixed-economy companies, also what was established in any law that authorized the creation of the company. In this sense, the company must highlight, in addition to its regular activities:
(a) describe its performance in compliance with public policies (including universalization targets), including government programs executed in the previous social year, those defined for the current social year, and those planned for future social years, highlighting newly created government programs; (b) indicate, relative to what impacts it and considering the provisions in applicable budget plans and laws, investments, costs, and unearned revenues, as well as resources involved, sources, and financing conditions, including any budgetary allocation, of the public policies described in item (a); (c) disclose estimates of the impacts of the public policies described in item (a) on the financial performance of the State-owned Enterprise, or, if applicable, declare that no financial impact analysis of the aforementioned public policies is performed; and (d) indicate the price formation process and the rules applicable to tariff setting.

b. Information related to mixed-economy companies CVM Instruction No. 586/17 added item 7.1-A, which deals with activities of mixed-economy companies regarding public interest that justified their creation, performance in compliance with public policies (including universalization targets), as well as the price formation process and rules applicable to tariff setting.

c. Information on the issuer's operational segments (item 7.2.)
The information requested in letters “a” to “c” of this item must be provided relative to each of the operational segments that have been disclosed, in the manner of CVM Deliberation No. 582/09, which approved Technical Pronouncement CPC 22, in the statements of closing of the social year or, when applicable, in the consolidated financial statements.
In the annual presentation of the Form, the information must refer to the last 3 financial statements of closing of the social year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 financial statements of closing of the social year and the latest accounting information disclosed by the issuer.

d. Information on products and services related to operational segments disclosed in item 7.2 (item 7.3) The information provided in this item must be prepared considering, as provided in item 7.2, the statements of closing of the social year or, when applicable, the consolidated financial statements.
Regarding the characteristics of the production process (letter “a”), objective information necessary for understanding the issuer's production process must be provided, including, for example, information relating to: origin and holders of the technology used, comparison between annual production and installed capacity, comparison with productivity indicators characteristic of the activity sector, existence of insurance for machinery, equipment, products, etc., inherent risks of the production process that could generate suspension of activities, including time designated for maintenance, and other aspects relevant for better understanding of the productive process. Regarding the characteristics of the distribution process (letter “b”), physical distribution methods for products and services must be informed, including information on the number of agencies, stores, dealers, fleet, etc., and also, if controlled, affiliated, direct or indirect holding, or controlling shareholder-owned companies are used in the process. Types of sales channels used must also be informed, such as intermediaries, representatives, own salespeople, etc. With respect to what is requested in letter “c”, factors influencing the behavior of the markets in which the company operates must be presented objectively, such as: tax benefits, monopoly or oligopoly situations, subsidies, level of competition, raw material costs and other expenses, dependence on technology and labor, use of concessions and franchises, special legislation. If there is seasonality (letter “d”), the period of the social year in which it concentrates must be informed, as well as information on the impact, in percentage, of seasonality on income statement accounts.

e. Information on the effects of state regulation on the issuer's activities (item 7.5) In this item, specific information must be provided on the regulation of the sector in which the issuer operates, with a description of the norms having the greatest impact on its activity, such as for obtaining licenses, authorizations, permits, and other administrative acts to which the issuer is subject. Additionally, it is recommended to identify the regulatory agencies to which the issuer's performance is subject, defining their scopes of operation.

f. Information on socio-environmental policies (item 7.8) In this item, information must be provided on the publication of a socio-environmental policy report or similar document. In this regard, we recommend using the following structure for providing this information:
1 Publishes sustainability report or similar document?
1.1 Yes
a. Methodology; b. Audited by third parties?
c. External disclosure link
1.2 No
a. Explain why
2 Has Socio-Environmental Responsibility Policy?
2.1 Yes
a. External disclosure link
2.2 No
a. Explain why

10.2.8 Extraordinary Business (Section 8)
Information must be provided in items 8.1, 8.2, and 8.3, regarding the last 3 social years, on:
a) the acquisition or alienation of any relevant asset that does not qualify as normal business operations of the issuer, including a description of the conditions under which the business was conducted and the reasons for the acquisition and alienation. Information already described in item 15.7 may be cited here by reference; b) significant changes in the way the issuer's business is conducted, including information on the motivating facts and derived reflections on the issuer's business; c) relevant contracts entered into by the issuer and/or its controlled companies with third parties, not directly related to their operational activities.

10.2.9 Relevant Assets (Section 9)
a. Description of non-current asset assets relevant for the development of the issuer's activities (item 9.1) Information relating to companies in which the issuer has participation (letter “c”) must be provided only with respect to companies understood by the issuer as relevant for the development of its activities, in particular, data relating to directly and indirectly controlled entities, when relevant. For the purposes of items “vii” and “ix” of letter “c”, the book value of participations to be reported corresponds to the value recorded in non-current assets, i.e., the value resulting from the application of the equity method, in the case of controlled and affiliated companies, or by acquisition cost, deducted from provision for probable losses in realizing their value, when such loss is proven to be permanent, in the case of other participations. With respect to items “viii” and “x” of letter “c”, for the purpose of calculating the market value of the participation, the closing quote of the last business day of the year in which there was a transaction must be considered. The information must be provided considering the species and class of the shares constituting the participation. Information regarding the appreciation or depreciation of participations required in items “ix” and “x” of letter “c” must be provided in percentages.

10.2.10 Directors' Comments (Section 10)
This section of the Form aims for directors to provide investors with comments (their overall view) on the issuer's business and the factors underlying the results of its operations and its financial situation during the period covered by the financial statements, including regarding the main trends and factors that may affect the future development of the entity. In this section of the Form, directors have the opportunity to highlight and explain the factors that most affected the financial, economic, and asset situation of the issuer, in order to allow a more precise interpretation of these facts by investors, enabling them to see the company through the eyes of the board. Thus, the information provided in response to the requests in the items of this section of the Form, especially in items 10.1 and 10.2, should not be a mere description or repetition of information already presented in other sections of the Reference Form or in the issuer's financial statements. It is up to the directors to provide additional data and necessary comments so that the investor can understand and evaluate the context in which the information present in their financial statements is inserted.

In this sense, it is recommended to avoid mere citation of situations that can be directly observed by the investing public, such as references to growth or decline percentages of accounts or lines of the result. The intention is that the reasons leading to their occurrence be clarified, and what measures will be taken to maintain, enhance, or correct this situation. Directors must ensure that the information provided in this section of the Form presents the same quality, breadth, and depth as those that would be disclosed by them in a public distribution prospectus. If the issuer prepares consolidated financial statements, the information in this section of the Form, when applicable, must be provided based on these statements, and the issuer must clearly identify this fact in the corresponding item of this section of the Form. It is noted that this guidance is applicable especially to companies acting as holdings.

a. Financial and Asset Conditions and Result of Operations (items 10.1 and 10.2) In the annual presentation of the reference form, the information required in items 10.1 and 10.2 must refer to the last 3 financial statements of closing of the social year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information required in these items must refer to the last 3 financial statements of closing of the social year and the latest accounting information disclosed by the issuer. Furthermore, we inform you that comments relating to item 10.1.a must focus on financial asset information, while in item 10.2, on result information. We draw attention to the fact that Annex 24 of CVM Instruction No. 480/09 requires a note that, whenever possible, directors comment in these fields on the main known trends, uncertainties, commitments, or events that may have a relevant effect on the financial and asset conditions of the issuer and, in particular, on its result, its revenue, its profitability, and on the conditions and availability of financing sources. It is noted that the above-requested information regarding the disclosure of trends should not be confused with the disclosure of projections or estimates, which are the object of section 11 of the Form, or with the disclosure of the sensitivity analysis table provided for in CVM Instruction No. 475/08. At this point, it is important to differentiate the concepts of projection, whose disclosure is optional and is reported in section 11 of the reference form, from trend. Trend does not confuse with projection because it is not quantified.

While projection refers to an estimate of achieving a possible value or range of values for a variable of interest (prices, sales, profits, etc.), conditioned by the occurrence of some premises, trend is associated with the continuity (or not) of a past and present movement, already known by the market, since it is reflected in the information regularly disclosed by the issuer, such as historical sales growth, price drops, etc., and therefore, causes of the detected movement and its perspective of continuity (or not) should be commented on, based on facts already occurred, not to occur, as in the case of projections. It is also worth noting that administrators must weave their comments in the most objective way possible, specifically treating the theme provided for by the heading. Care must be taken to avoid excessive generality in comments, as this can lead to misinformation. In comments relating to financial conditions (letter “a” of item 10.1), the issuer must present a reasoned analysis based on indicators (liquidity, indebtedness, etc.). In comments on the capital structure (letter “b” of item 10.1), the issuer must also provide information on the financing pattern of its operations, by equity and third-party capital. Note that the information on financing sources for working capital and for investments in non-current assets to be provided in letter “d” of item 10.1 has a retrospective nature, whereas the information provided in letter “e” of item 10.1 has a prospective nature. Therefore, the information provided in letter “d” of item 10.1 must maintain comparability with the issuer's financial statements. Information on the levels of indebtedness and characteristics of the issuer's debts (letter “f”) must take into account the information on the subject disclosed in item 3.7 of the Reference Form. Even if there is no degree of contractual subordination between debts, directors must include, in compliance with item 10.1.f.iii, comments on the subordination between obligations registered in the current liabilities of balance sheets that integrate the financial statements corresponding to the last 3 social years, taking into account the order of precedence in the event of a universal creditors' contest. Furthermore, restrictive clauses (covenants) existing in financing contracts entered into by the issuer must be informed, accompanied by the respective indices. In this item, information regarding compliance with financing covenants must be disclosed. The issuer must inform, in letter “g” of item 10.1, the percentages used of already contracted financings, a situation applicable, for example, to long-term project financings. In attention to the provisions of letter “h” of item 10.1, the issuer must include, preferably in table form, horizontal and vertical analysis of significant variations in relevant accounts. Mere transcription of asset and income statement accounts does not fulfill this purpose. It is worth highlighting that comments must
be restricted to items that have shown significant changes in the analyzed period.

b. Events with relevant effects, occurred and expected, in financial statements (items 10.3) In this item, directors must comment on the relevant effects that the introduction or alienation of an operational segment, constitution, acquisition, or alienation of corporate participation, and events or the realization of unusual operations have caused or are expected to cause on the issuer. It is noted that the requested comments must be made regarding events already disclosed by the issuer in the manner of CVM Instruction No. 358/02. Regarding the expected effect, it is worth indicating that the information requested here also should not be confused with the disclosure of projections or estimates, which are the object of section 11 of the Form. What the Form requires in item 10.3 is the board's analysis regarding the potential impact that the indicated events, already disclosed by the issuer, may produce on the financial statements and the result of the issuer. For the purpose of information provided in item 10.3, the concept of operational segment must be understood as equivalent to the accounting concept of “cash-generating unit”.

c. Significant Changes in Accounting Practices and Reservations and Emphases Present in the Auditor's Report (item 10.4)
Directors must comment in this item on all issues cited in letters “a”, “b”, and “c”.
In comments on relevant changes in accounting practices (letters “a” and “b”), directors must not limit themselves to merely transcribing the information provided on the subject in the financial statements or simply listing the CPCs adopted in each year.
In this item, directors must insert comments that allow investors to understand the reason for the change, the differences of the new practices adopted compared to the previous model, and the significant effects caused on the result of the financial statements.
Comments on reservations and emphases of the independent auditor (letter “c”) must be made regardless of the directors' judgment on their relevance. They must also not be limited to merely transcribing the information present in the auditor's report; it is up to the directors to insert comments on all aspects present in the report.

d. Critical Accounting Policies (item 10.5)
In this item, directors must indicate and comment on the critical accounting policies adopted by the issuer, understood here as any accounting practice that, in the issuer's assessment, if altered, would result in a relevant accounting change 60.
Mere transcription of the information provided on the subject in explanatory notes of the financial statements does not fulfill the purpose of the rule and must be avoided. In this item, directors must comment on the reasons that led them to adopt certain accounting policies and to make the estimates contained in the accounting information.

e. Other Factors with Relevant Influence (item 10.9) It is recommended that the company disclose, in this item, information on expenses with advertising, sponsorships, partnerships, and agreements, as well as the criteria used for allocating resources to such expenses.

10.2.11 Projections (Section 11)
a. Disclosure of Projection (item 11.1)
The disclosure of projections and estimates by the issuer is optional under Article 20 of CVM Instruction No. 480/09.
In line with the provisions of items II, III, and IV of paragraph 1 of Article 20 of CVM Instruction No. 480/09, it is noted that projections disclosed by the issuer in this item of the Reference Form, and in the manner of CVM Instruction No. 358/02, must be:
a) identified as hypothetical data that do not constitute a promise of performance; b) reasonable; and c) accompanied by relevant premises, parameters, and methodology adopted, whereby whenever projections and estimates are provided by third parties, the sources must be indicated.

60 A critical accounting policy can be defined as follows: “A critical accounting policy is one that is both very important to the portrayal of the company's financial condition and results, and requires management's most difficult, subjective or complex judgments. Typically, the circumstances that make these judgments difficult, subjective and/or complex have to do with the need to make estimates about the effect of matters that are inherently uncertain.” (Source: http://www.sec.gov/news/speech/spch537.htm.) In free translation, this definition could correspond to: “A critical accounting policy is one that is at the same time very important for demonstrating the company's financial condition and results, and that requires difficult, subjective and/or complex judgments by management. Normally, the circumstances that make these judgments difficult, subjective and/or complex have to do with the need to make estimates about the effect of issues that are inherently uncertain.”

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

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

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

It should be remembered that the alteration in projections or estimates or disclosure of new projections or estimates is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item IX of paragraph 3 and item V of paragraph 4 of article 24 of CVM Instruction No. 480/09.

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

We also remind you that, if projections and estimates are disclosed, the issuer must, quarterly, in the appropriate field of the Quarterly Information Form – ITR and the Standardized Financial Statements Form – DFP, confront the projections disclosed in the Reference Form and the results actually obtained in the quarter, indicating the reasons for any differences (§4 of article 20 of CVM Instruction No. 480/09).

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

This item requires that the issuer who has disclosed projections in the last 3 fiscal years inform:

a) which are being replaced by new projections included in the Form and which of them are being repeated;

b) regarding projections relating to periods already elapsed, the comparison of projected data with the actual performance of the indicators, clearly indicating the reasons that led to deviations in the projections;

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

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

With regard to the monitoring of projections or estimates disclosed, it is alerted that CVM Instruction No. 480/09 determines that the issuer must also confront, quarterly, in the appropriate field of the ITR and DFP Forms, the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of article 20).

10.2.12 General Assembly and Administration (section 12)

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

In this item, the issuer must describe its administrative structure, based on what its corporate bylaws and internal regulations provide.

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

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

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

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

The committees or similar structures that participate in the issuer's risk management policy reported in item 5.2”f” must also be described in items 12.1”a” and 12.7 of the Form.

We advise companies that have Internal Audit structures to describe them in this item of the reference form. We recommend, moreover, that item 12.5 be filled in with the information regarding the person responsible for the internal audit area, according to the guidance of item 12.7.

We also recommend that the relationship maintained between the Fiscal Council and the Board of Directors, the Executive Board and the Statutory Audit Committee be described, indicating the number of joint meetings scheduled and held in the previous fiscal year and the number of joint meetings planned for the current fiscal year. This information must be presented in item 12.13 (below).

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

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

Issuers who have adopted differentiated practices regarding call deadlines (letter “a”), assembly competence (letter “b”) and mechanisms intended to allow the inclusion, in the agenda, of proposals formulated by shareholders (letter “i”) or who have developed a structured policy for the identification and management of conflicts of interest (letter “d”) must describe, in a clear and objective manner, the practice adopted or the policy developed.

Issuers who do not adopt a differentiated practice with regard to the procedures mentioned in letters “a”, “b” and “i” must only: (a) inform that they do not adopt a differentiated practice with regard to that provided for in corporate law; and (b) include information on the minimum requirements provided for in the legislation regarding the subject, avoiding, however, the mere reproduction of the legal text. Issuers who have not developed a structured policy for the identification and management of conflicts of interest (letter “d”) must only inform this fact, without including, in this case, information on the legal treatment given to the subject.

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

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

In order to guarantee investors access to other important information about the issuer's practices regarding general assemblies, it is also suggested that it be informed in item 12.13 (below), regarding assemblies held in the last 3 (three) years: (i) the date of realization; (ii) cases of installation in second call; and (iii) the exact quorum of installation of each assembly.

c. Description of the issuer's rules, policies and practices relating to the board of directors (item 12.3)

In this item, the issuer must describe the rules, policies or practice adopted by it regarding the functioning of the board of directors, indicating: (a) the number of meetings held in the last fiscal year, discriminating the number of ordinary and extraordinary meetings; (b) provisions existing in a shareholders' agreement that establish restriction or linkage to the exercise of the voting right of board members; (c) rules for the identification and management of conflicts of interest and (d) whether the issuer has a policy of indication and of filling board of directors positions formally approved. And, in case of positive, providing information about it.

If the issuer does not adopt rules for the identification and management of conflicts of interest, it must indicate this fact. In this case, the issuer must include information on the reason why it does not adopt this procedure. Possible projects for the implementation of new practices, stage of development and estimated time for adoption can also be commented on.

It is emphasized that the celebration, alteration or rescission of a shareholders' agreement filed at the issuer's headquarters or of which the controller is a party regarding the exercise of the voting right or control power of the issuer is a hypothesis that determines the update of the Reference Form by Category A issuers, as provided for in item X of paragraph 3 of article 24 of CVM Instruction No. 480/09.

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

d. Identification of administrators and members of the fiscal council (item 12.5)

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

The issuer must pay attention to the correct identification of the administration members who participate in more than one body, such as, for example, board of directors and board of directors, especially when the date of election, inauguration or end of term are not coincident in the two positions held.

It should be remembered that CVM Instruction No. 480/09 included, in item I of paragraph 3 and in item I of paragraph 4 of article 24, as a hypothesis that determines the update of the Reference Form, the alteration of:

a) administrator or member of the issuer's fiscal council, for issuers registered in Category A; and

b) administrator, for issuers registered in Category B.

Thus, the occurrence of these events will result in the need to update the Reference Form within 7 (seven) business days from the date of the election, with the update of the information about the administrators or members of the fiscal council provided by Category A issuers in accordance with items 12.5, 12.9 and 12.10 and by Category B issuers in accordance with item 12.5, as well as any other information provided in the Form that is affected by these events.

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

If by the deadline for the mandatory update of the information, the alteration of the administrator is pending homologation by a specific regulatory body or has not occurred its inauguration, the issuer must proceed to the update of items 12.5 and 12.9 of the Form, leaving in item 12.5 the field “date of inauguration” blank and indicate in item 12.13 that the inauguration is pending homologation or has not yet occurred. Once homologation or inauguration has occurred, the issuer must update, according to its registration category, item 12.5 in order to fill in the “date of inauguration” field and remove from item 12.13 the information previously provided regarding the administrator.

The information relating to the curriculum of the administrators and members of the fiscal council and audit committee must contain the information required in items “m.i” and “m.ii”. The information must be provided in an objective manner, without the inclusion of information or statements that denote judgment of value about the quality of the administrator.

In accordance with letter “n” of this item, the following information must be provided about the administrators and members of the fiscal council and audit committee of the issuer, regarding the following events that have occurred during the last 5 years:

a) any criminal conviction, even if not final, with indication of the stage in which the process is;

b) any conviction in a CVM administrative process and the penalties applied, even if not final, indicating whether the corresponding process is under appeal in the Financial System Resources Council; and

c) any final conviction, in the judicial or administrative sphere, that has suspended or disqualified him from practicing any professional or commercial activity.

Additionally, we recommend that the company include a declaration by the members of the Board of Directors, the Executive Board, the Fiscal Council and the Committees regarding whether or not they are considered politically exposed persons (as defined in applicable regulation), describing the reasons for such characterization.

e. Participation of members of the Board of Directors and the Fiscal Council in meetings held by the respective body (item 12.6)

In this item the issuer must inform the name of the councilor, the total number of meetings held by the respective body since the councilor's inauguration and the percentage of the councilor's participation in the meetings held after inauguration.

Board of Directors Total number of meetings held by the respective body since inauguration % of member participation in meetings held after inauguration Councilor 1 Councilor 2

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

In this item, the issuer must indicate the same information required in the letters of item 12.5, regarding:

a) members of audit, risk, financial and remuneration committees or similar organizational structures, created by statutory provision;

b) members of audit, risk, financial and remuneration committees or organizational structures, in cases where these, even if not statutory, participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors;

c) members of the other committees provided for in the Issuer's Bylaws.

g. Participation of committee members in meetings held by the respective body (item 12.8)

In this item the issuer must inform the name of each committee member, the total number of meetings held by the respective body since the member's inauguration and the percentage of the member's participation in the meetings held after inauguration.

Committee X Total number of meetings held by the respective body since the member's inauguration % of member participation in meetings held after inauguration Member 1 Member 2

h. Subordination, service provision or control relationships (item 12.10)

In this item the issuer must indicate the subordination, service provision or control relationships maintained by the administrators in the last 3 years with the controllers, controlled companies and creditors, among others.

It is emphasized that the information requested in this item must be provided regarding the current administrators of the issuer indicated in item 12.5 and not about the people who acted as administrators in the last 3 years.

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

In the case of the existence of an insurance policy, which provides for the payment or reimbursement of expenses borne by administrators, resulting from compensation for damages caused to third parties or to the company or from the payment of fines and administrative agreements, the issuer must include, in addition to the description of the insurance provisions, information on the value of the civil liability insurance premium for administrators and, if applicable, why the administration believes that payment by the insurer of fines resulting from conviction in a criminal action or in an administrative process or pecuniary obligations provided for in agreements to close administrative processes borne by the administrators would be in the best interest of the company.

In the case of the existence of a commitment to indemnify, which provides for the payment or reimbursement of expenses borne by administrators, resulting from compensation for damages caused to third parties or to the company or from the payment of fines and administrative agreements, the issuer must include, in addition to the description of the provisions of the commitment, the following information:

a) for what reason the company preferred the commitment to indemnify instead of the celebration of a civil liability insurance contract with similar coverage (CVM Process No. RJ2009/8316) 61;

b) the quoted value of the civil liability insurance premium that provides coverage similar to the indemnity commitment provided;

61 See http://www.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html.

c) whether the guarantee offered by the commitment to indemnify includes the payment or reimbursement of indemnities that the administrators are obliged to pay when held liable for damages caused to third parties as a result of intentional unlawful acts or of any unlawful acts practiced before the provision of the indemnity commitment;

d) whether the guarantee offered by the commitment to indemnify includes the payment or reimbursement of fines resulting from conviction in a criminal action or in an administrative process or pecuniary obligations provided for in agreements to close administrative processes borne by the administrators;

e) in case of positive answer to, at least, one of the two previous items, why the administration believes that such guarantee would be in the best interest of the company;

f) the main clauses contained in the commitment to indemnify, including the global or annual limit of the coverage guaranteed to the beneficiaries, when applicable, as well as the coverage period established in said commitment; and

g) which body of the company is competent to determine the payment or reimbursement that the administrators are entitled to under the commitment to indemnify and how such body will deal with the conflicts of interest inherent in the decision.

With regard to the provision of the previous paragraph, it should be clarified that the provision by the company of the guarantees mentioned in items “c” and “d” or other guarantees not mentioned above may be considered a violation of the fiduciary duties of the shareholders or of the administrators who approve the commitment to indemnify, under corporate law, if the benefit of the commitment to the company is not proven.

j. Other information deemed relevant (item 12.13)

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

In addition, it is recommended that the issuer describe, based on what its internal regulations provide, the duties of the advisory bodies and committees of the Board of Directors that are not statutory. The issuer must also indicate the hierarchical relationship between the aforementioned bodies.

It is also recommended that the company:

i) describe the Board of Directors', Committees', Executive Management's, and members' evaluation process for each of the aforementioned bodies, indicating, in the previous fiscal year as well as for the current fiscal year, the frequency, procedures, criteria adopted, and whether there are reflections of the evaluation in the appointment or remuneration. ii) describe the training programs for members of the Board of Directors, its Committees, Executive Management, and the Fiscal Council, indicating, furthermore, the topics covered, the frequency of courses offered in the previous fiscal year, and the participation rate, as well as those planned for the current fiscal year. Finally, the issuer is advised to inform how the company's Governance has been addressing matters that have impacts on third parties in Board of Directors meetings. For example, how far in advance the agenda of such meetings is sent for the councilor's analysis, so that he can analyze the matters before voting, as well as what the relationship maintained between the Board of Directors and the Issuer's Investor Relations Department is, to assess market information that may prove useful for improving strategic planning and risk control (operational, systemic, market, etc.) by the issuer.

10.2.13 Remuneration of Administrators (Section 13)
a. Description of the remuneration policy or practice of the Board of Directors, statutory and non-statutory Executive Management, Fiscal Council, statutory committees, and committees for audit, risk, finance, and remuneration (item 13.1) In this item, the issuer must clearly and objectively describe the remuneration policy or practice adopted by it for the members:
a) of the Board of Directors, statutory and non-statutory Executive Management, and Fiscal Council; b) of audit, risk, finance, and remuneration committees or similar organizational structures, created by statutory provision; c) of audit, risk, finance, and remuneration committees or similar organizational structures, even if non-statutory, provided such committees or structures participate in the decision-making process of the issuer's administrative or management bodies as consultants or auditors; and d) of other committees provided for in the Issuer's Bylaws.

The qualitative description of the remuneration policy or practice must include, at a minimum, the information required in letters “a” to “h” of this item, and the issuer may provide additional information deemed pertinent for better understanding by investors, such as changes implemented regarding policies or practices adopted in previous fiscal years. To facilitate understanding by investors, it is recommended that, whenever there are significant variations between remuneration practices and policies among different bodies, the information requested in this item be presented by body. If applicable, the issuer must comment on (i) the reasons why members of its Board of Directors receive distinct remunerations and (ii) why members of the Board of Directors receive remunerations superior to statutory directors. The issuer must describe the elements that make up the total remuneration practiced by it and the objectives of each (item 13.1.b.i). “Remuneration elements” are understood as the portions of remuneration described in letter “d” of item 13.2. Thus, the remuneration elements described in item 13.1.b.i must be consistent with the information provided in item 13.2 and vice-versa. The issuer must also describe direct and indirect benefits, disclosing their components. Direct or indirect benefits are understood as the right to medical, dental, life insurance, automobile, fuel, housing, educational assistance, etc. Post-employment benefits were defined in Technical Pronouncement CPC 33(R1), approved by CVM Resolution No. 695/12. In the information regarding this subject, values related to private pension plans must be included. In accordance with item 13.1.b.ii, the issuer must inform the participation held by each element of the remuneration described in item 13.1.b.i in the total remuneration. Such information must be provided for each body, committee, or similar structure cited in item 13.1, and the issuer may present them in the form of a chart or table. The issuer must also present all information necessary to understand the methodology used to establish the value and form of remuneration adjustment (item 13.1.b.iii), describing the organizational structures involved, the responsibility of each of the bodies and members involved, as well as the criteria used by them. For example, if the issuer takes into account, for the fixation and adjustment of remuneration, market practices, it must specify how the company monitors and verifies these practices, as well as include detailed information about the comparison criteria used (for example, based on companies of the same size or different size, same sector or different sectors, etc.).

Regarding the performance indicators taken into consideration for the determination of each element of remuneration (item 13.1.c), the issuer must, without the need to specify internal targets established, disclose the indicators used by it to assess individual or company performance, mainly regarding the variable portions of remuneration, indicating whether these are based, for example, on the result of the sale of products and services, the company's operating result, net revenue, EBITDA, market value of shares, etc. In accordance with item 13.1.f, the issuer must inform if there are portions of remuneration received by administrators and other persons cited in the caput of item 13.1, due to the exercise of the position at the issuer, that are supported by subsidiaries, controlled entities, or direct and indirect controllers. Such information must also include the identification of the type of remuneration received (considering the portions of remuneration described in letter “d” of item 13.2) and the company or controller that supported it. Furthermore, the values must be segregated by administrative body. Where applicable, the information must be reconciled with that required in item 13.15. b. Remuneration of the Board of Directors, statutory Executive Management, and Fiscal Council (item 13.2) In this item, the issuer must provide, by body, quantitative data on the annual remuneration attributed to the Board of Directors, statutory Executive Management, and Fiscal Council, segregated between their different fixed and variable components, according to the content specified in letters “a” to “f” of this item. The information must refer not only to the remuneration recognized in the issuer's result for the last three fiscal years, but also to that projected for the current fiscal year, discriminating the portions of remuneration described in letter “d”. Direct or indirect benefits (item 13.2.d.i) are understood as the right to medical, dental, life insurance, automobile, fuel, housing, educational assistance, etc. Post-employment benefits (item 13.2.d.iii) were defined in Technical Pronouncement CPC 33(R1), approved by CVM Resolution No. 695/12. In the information regarding this subject, values related to private pension plans must be included. Benefits motivated by the cessation of the exercise of the position (item 13.2.d.iv) include contractual arrangements and other instruments that structure remuneration or indemnity mechanisms for the company's administrators, in case of dismissal/resignation from their respective positions. It is emphasized that the value of benefits motivated by the cessation of the exercise of the position (item 13.2.d.iv) must integrate the global amount of remuneration submitted for approval by the general assembly, as provided in article 152 of Law No. 6.404/76.

Circular Letter CVM/SEP 02/18

CIRCULAR LETTER/CVM/SEP/No. 02/2018

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Lineage: In force