Circular Letter CVM/SEP 02/2011

CIRCULAR LETTER/CVM/SEP/N°02/2011
Rio de Janeiro, January 5, 2011
SUBJECT: General guidelines for filling out the DFP and ITR Forms

Dear Investor Relations Director,

Circular Letters issued by the Corporate Relations Superintendence (SEP) aim primarily to guide issuers of securities admitted to trading on regulated markets regarding procedural aspects that must be observed when submitting periodic and occasional information, among other matters.

The objective of this Circular Letter is to provide guidance to issuers regarding the DFP and ITR forms, periodic documents provided for in CVM Instruction No. 480/09, which will be submitted via the Empresas.Net System, version 3.0, in accordance with Circular Letter CVM/SEP No. 01/2011.

1. Company Data
   a. Capital Composition
   The Company must include in this table the number of shares that make up its fully paid-up capital at the end of the period, by type, as well as treasury shares. Attention must be paid to the consistency of this information with the scale of the number of shares (thousands or units) chosen when creating the document.

b. Cash Dividends
In this table, the event, the date of the decision regarding the payment of dividends, the type of dividend, the date of its payment, as well as the value of the dividend per share and class of share must be reported, relative to the last fiscal year in the case of the DFP, and to the current fiscal year in the case of the ITR. This value must be reported in R$/share.

2. Individual Financial Statements and Consolidated Financial Statements
   The ITR and DFP forms must be filled out with data from the financial statements prepared in accordance with the accounting rules applicable to the issuer, thereby including the data from the financial statements (i) individual, prepared in conformity with the Pronouncements, Interpretations, and Orientations of the CPC, approved by the CVM, effective for fiscal years beginning on or after January 1, 2010; and (ii) consolidated, in IFRS, which must be prepared based on pronouncements fully convergent with international standards, issued by the Accounting Pronouncements Committee – CPC and endorsed by the CVM. Attention must be paid to the consistency of this information with the currency scale (thousands or units) chosen when creating the document.

It is noted that the quarterly information form - ITR must be filled out, in accordance with Articles 25 to 27 and 29 of CVM Instruction No. 480/09, with the data from the quarterly information prepared in conformity with the rules applicable to the complete set of individual and consolidated financial statements, as described in the CPC technical pronouncement that deals with the presentation of Financial Statements.

3. Management Report/Performance Commentary
   In this field, the Management Report on business operations and the main administrative events of the closed fiscal year must be included in the DFP Form, prepared in compliance with Article 133, item I, of Law No. 6.404/76 and § 1 of Article 25 of CVM Instruction No. 480, observing the provisions of CVM Advisory Opinion No. 15/87.

In the ITR Form, the Performance Commentary prepared by management must be included.

4. Explanatory Notes
   In this field of the DFP, the explanatory notes provided for in paragraph 4 of Article 176 of Law No. 6.404/76 and relevant accounting regulation must be included.

In this field of the ITR, the explanatory notes provided for in the applicable accounting regulation must be included, observing the provisions in item 2 above, considering, in particular, the disclosure requirements for issuers registered in the differentiated corporate governance practices segment regarding transactions with related parties, according to specific regulation, when applicable.

5. Commentary on the Behavior of Business Projections
   As mentioned in item 23 of Circular Letter CVM/SEP 01/10, the disclosure of projections and estimates is optional. However, CVM Instruction No. 480/09, in its Article 20, determines that, when the issuer decides to disclose them, they must be:

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

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

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

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

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

6. Capital Budget Proposal
   In this table of the DFP, the capital budget proposal, if any, provided for in Article 196 of Law No. 6.404/76 and item IV of Article 25 of CVM Instruction No. 480/09, must be included.

7. Opinions and Declarations
   The following opinions and declarations must be included in the respective fields of the DFP Form:

a) opinion of the independent auditor (inc. II, § 1, Art. 25 of CVM Instruction No. 480/09); b) opinion of the fiscal council or equivalent body, if any, accompanied by any dissenting votes (inc. III, § 1, Art. 25 of CVM Instruction No. 480/09); c) declaration by the directors that they reviewed, discussed, and agree with the opinions expressed in the independent auditors' report, stating the reasons, in case of disagreement (inc. V, § 1, Art. 25 of CVM Instruction No. 480/09); d) declaration by the directors that they reviewed, discussed, and agree with the financial statements (inc. VI, § 1, Art. 25 of CVM Instruction No. 480/09);

In the ITR Form, the Special Review Report provided for in paragraph 1 of Article 29 of CVM Instruction No. 480/09, or the independent auditor's opinion, if any, must be included. The other documents mentioned in letters “b” to “d” must be submitted if they were prepared voluntarily or by virtue of statutory provision.

Sincerely,

Signed original by
JORGE LUIS DA ROCHA ANDRADE
Superintendent of Corporate Relations
In exercise