Circular Letter CVM/SEP 02/2012: General Guidelines on Procedures for Publicly Traded and Foreign Companies

CIRCULAR LETTER/CVM/SEP/NO. 002/2012
Rio de Janeiro, March 26, 2012.
SUBJECT: General guidelines on procedures to be observed by publicly traded companies and foreign companies

Dear Director of Investor Relations/Legal Representative,

The Circular Letters issued by the Department of Corporate Relations (SEP) have as their main objective 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 subjects.

Through this instrument, 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 relations with investors and the market, as well as minimizing possible deviations and, consequently, reducing the need to formulate requirements and apply punitive fines and penalties.

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

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

Index

COOPERATION AGREEMENT BETWEEN CVM AND BM&FBOVESPA
ISSUER CATEGORIES
REQUESTS FOR CONVERSION OF CATEGORIES
ISSUERS WITH LARGE MARKET EXPOSURE
FOREIGN ISSUERS
MANDATORY MAINTENANCE OF A PAGE ON THE WORLD WIDE WEB
ADMINISTRATIVE REPORT
FINANCIAL STATEMENTS
PERIODIC FORMS
9.1. Registration Form
9.2. Reference Form
9.3. Standardized Financial Statements – DFP
9.4. Quarterly Information – ITR
ORDINARY GENERAL ASSEMBLY – OGA
10.1. Notice of Article 133 of Law No. 6.404/76
10.2. Administration’s Proposal for OGA
10.2.1. Issuers registered in Category A
10.2.2. Issuers registered in Category B
10.3. OGA Convocation Notice
10.4. Summary and Minutes of the OGA
SHAREHOLDER REPRESENTATION AT ASSEMBLY
PUBLIC REQUESTS FOR PROXY
REPORT AND COMMUNICATIONS OF THE TRUSTEE
MAIN OCCASIONAL INFORMATION
14.1. Act and relevant fact
14.1.1. Distinction between relevant fact and market communication
14.2. Extraordinary General Assembly – EGA and special assembly
14.2.1. EGA Convocation Notice
14.2.2. Administration’s Proposal – Category A
14.2.3. Administration’s Proposal – Category B
14.2.4. Summary and Minutes of the EGA
14.3. Shareholders’ Agreement
14.4. Group Convention
14.5. Bankruptcy petitions and rulings
14.6. Petitions and rulings involving judicial and extrajudicial reorganization
14.7. Securities of administrators and related parties
14.8. Relevant shareholding
14.8.1. Recipient of the obligation
14.8.2. Object of relevant participation
a) Shares b) Debentures convertible into shares, Subscription Warrants, Subscription Rights, Share Purchase Options and others c) ADR, GDR and BDR d) Share lending e) Indirect Participation
14.8.3. Calculation of increase or decrease in relevant participation
14.8.4. Time of disclosure
14.8.5. Group of persons acting in concert or representing the
same interest
14.8.6. Responsibility of the Administrator or Manager
14.8.7. Publication of the Declaration of Increase in Participation
14.8.8. Content of the increase in participation declaration
14.8.9. Disclosure of the Declaration by Non-Resident Investor
14.9. Trading blackout period
14.10. Trading policy
14.11. Disclosure policy
14.12. Bylaws
14.13. Meetings of the Board of Directors and the Fiscal Council
14.14. Communication of auditor change
COMMON OBSERVATIONS REGARDING PERIODIC AND OCCASIONAL INFORMATION
15.1. Request for confidentiality
ISSUERS IN SPECIAL SITUATION
16.1. Issuers in extrajudicial reorganization
16.2. Issuers in judicial reorganization
16.3. Issuers in bankruptcy
16.4. Issuers in liquidation
CONSEQUENCES OF NON-SUBMISSION OF INFORMATION
17.1. Punitive fines
17.2. Publication of the list of delinquent issuers
17.3. Ex officio suspension of issuer registration
17.4. Ex officio cancellation of issuer registration
17.5. Administrative sanctioning process
VOLUNTARY CANCELLATION OF REGISTRATION
EX OFFICIO CANCELLATION OF ISSUER REGISTRATION DUE TO ITS EXTINGUISHMENT
REQUEST FOR LIST OF SHAREHOLDERS’ ADDRESSES – ARTICLE 126,
PARAGRAPH 3, OF LAW NO. 6.404/76
REQUEST FOR CERTIFICATES OF ENTRIES IN THE BOOKS – ARTICLE 100 OF LAW NO. 6.404/76
ARTICLE 203 OF LAW NO. 6.404/76
ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
INSTALLATION OF THE FISCAL COUNCIL AND ELECTION OF ITS MEMBERS
PROJECTIONS
ADVANCED DISCLOSURE OF FINANCIAL INFORMATION
CAPITAL BUDGET
LATE, CORRECTIVE OR COMPLEMENTARY DECLARATIONS OF DIVIDENDS
INFORMATION TO BE DISCLOSED IN OPERATIONS OF:
29.1. Incorporation, merger, and spin-off
29.1.1. Requests for waiver of compliance with requirements – CVM Resolution No. 559/08
29.2. Acquisition of commercial company by publicly traded company
29.3. Share conversion
29.4. Dissenting shareholders’ right
29.5. Capital increase
29.6. Share grouping
SURPLUS SHARES IN CAPITAL INCREASE WITH CREDITS
TRADING OF SHARES OF ITS OWN ISSUANCE
BONUS OF TREASURY SHARES
STATUTARY COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUANCE OF DEBENTURES
ARTICLE 143 OF LAW NO. 6.404/76
ELECTION OF ALTERNATE MEMBERS OF THE FISCAL COUNCIL – ARTICLE 161,
PARAGRAPH 1, OF LAW NO. 6.404/76
APPEALS AGAINST DECISIONS OR STATEMENTS OF UNDERSTANDING FROM SEP
INQUIRIES FROM ISSUERS
COMMUNICATIONS WITH THE SEP
REQUESTS FOR HEARINGS BY PRIVATE INDIVIDUALS
REQUEST FOR PROCESS REVIEW
COMMITMENT TERM
EMPRESAS.NET SYSTEM
CVMWEB SYSTEM
PERIODIC AND OCCASIONAL INFORMATION SYSTEM – IPE
CALCULATION OF DEADLINES
DOCUMENTS IN FOREIGN LANGUAGE
COOPERATION AGREEMENT BETWEEN CVM AND BM&FBOVESPA
On 12/13/2011, in order to avoid overlapping efforts, the CVM and BM&FBOVESPA S.A. - Stock, Commodities and Futures Exchange signed an agreement with the objective of establishing mechanisms for cooperation and organization of the inspection activities exercised by the CVM and by BM&FBOVESPA, within the scope of their competencies, regarding the monitoring of the disclosure of information to the market by issuers with securities traded on the exchange.

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

It should be noted that, before the signing of the agreement, the SEP and the DRE already had a successful informal cooperation agreement. Thus, the agreement and the work plan, which began to be applied from 01/01/2012, were signed with the objective of formalizing and improving the existing cooperation between the SEP and the exchange.

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

We finally inform that the full version of the agreement can be consulted on the CVM’s internet page (www.cvm.gov.br), under the link "Legislation and Regulation".

ISSUER CATEGORIES
In accordance with CVM Instruction No. 480/09, there are two registration categories for issuers of securities, according to the types of securities admitted to public trading (article 2):

I. Category A, which authorizes the trading of any securities of the issuer in regulated securities markets; and
II. Category B, which authorizes the trading of securities of the issuer in regulated securities markets, except those identified below:
(a) Shares and depositary receipts of shares; or (b) Securities that confer on the holder the right to acquire the securities mentioned in letter “a”, as a result of their conversion or the exercise of the rights inherent to them, provided they are issued by the issuer of the securities mentioned in letter “a” or by a company belonging to the group of the aforementioned issuer.

Note that Chapter III (Obligations of the Issuer) of the Instruction establishes in its sections II and III, which deal, respectively, with mandatory periodic and occasional information, some differentiated rules for each category of issuer regarding the discipline of information provision.

As provided in article 2 of CVM Instruction No. 480/09, issuers of securities will indicate, at the time of registration, in which of the categories they wish to register, according to the 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.

Finally, it should be recalled that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies are registered in Category A.

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

I. Have shares traded on the exchange for at least 3 (three) years;
II. Have timely fulfilled their periodic obligations in the last 12 (twelve) months; and
III. Whose market value of outstanding shares 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 registration request for the public distribution offer of securities.

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

I. Declaration that the issuer meets the requirements indicated above; and
II. Calculation memo made by the issuer to verify the market value of outstanding shares.

It is worth highlighting that the procedure regarding the analysis of registration requests for distribution offers of securities for such issuers, regulated in articles 6-A and 6-B of CVM Instruction No. 400/03, amended by CVM Instruction No. 482/10, is carried out with greater speed.

FOREIGN ISSUERS
According to Annex 32-I of CVM Instruction No. 480/09, an issuer will not be considered foreign:

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

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

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

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

Issuers registered with the CVM as foreign before the entry into force of CVM Instruction No. 480/09 (01/01/2010) are exempt from proving the classification as a foreign issuer at the time of the registration request for the public distribution offer of depositary receipts of shares – BDR or 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 intimations regarding 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, intimations, notifications, and requests for clarification:

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

Legal representatives must accept the designation in writing, in a document indicating awareness of the powers granted to them and the responsibilities imposed by Brazilian laws and regulations, and in case of resignation, death, interdiction, impediment, or change of status that disqualifies the legal representative from performing 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 director of investor relations (DRI) for all purposes provided in the legislation and regulation of the securities market.

MANDATORY MAINTENANCE OF A PAGE ON THE WORLD WIDE WEB
CVM Instruction No. 480/09 determines, in its article 13, that the issuer must send to the CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and occasional information, according to content, form, and deadlines established in Chapter III of the Instruction, which provides, among other things, the mandatory sending through an electronic system available on the CVM’s page on the world wide web.

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

The issuer registered in Category A must, furthermore, from 01/01/2011, place and maintain the information disclosed by them on their page on the world wide web for 3 (three) years, counted from the date of disclosure.

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

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

ADMINISTRATIVE REPORT
Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, publicly traded companies must publish the administrative report on social business and on the main administrative facts occurring in the last social year.

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

It is worth noting that article 2 of CVM Instruction No. 381/03 determines that issuers must disclose in the Administrative 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:

I – the date of contracting, the duration period, if greater than one year, and the indication of the nature of each service provided; II – the total value of contracted fees and its percentage in relation to fees related to external audit services; III – 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 IV – a summary of the justification presented by the auditor to the issuer’s administration regarding the reasons why they 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).

Paragraph 2 of CVM Instruction No. 381/03 allows issuers to omit the information required in item II, when the total value of contracted fees represents less than 5% (five percent) of the fees related to external audit services. We draw attention that even in this case, the issuer’s obligation to provide the information demanded in the other items of article 2 of CVM Instruction No. 381/03 in the Administrative Report persists.

Let us finally recall that CVM Instruction No. 381/03 also requires that the information provided in the Administrative Report on the subject be updated in the ITR Forms when there is an alteration resulting from the signing, cancellation, or modification of a service provision contract that is not 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”.

FINANCIAL STATEMENTS
As provided in paragraph 2 and the caput of article 25 of CVM Instruction No. 480/09, the issuer must submit to the CVM the financial statements and, if applicable, the consolidated statements on the same date they are made available to the public, a date that must not exceed, in the case:

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

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

 Administrative report;
 Opinion of the independent auditor;
 Opinion of the fiscal council or equivalent body, if any, accompanied by any dissenting votes;  Capital budget proposal prepared by the administration, if any;  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;  Declaration by the directors that they reviewed, discussed, and agree with the financial statements; and  Annual summary report of the audit committee, if any (CVM Instruction No. 509/11, item VI of Art. 31-D).

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

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

In this regard, it is worth recalling that, through OFFICIAL LETTER/CVM/SNC/SEP No. 002/2011, of 01/24/2011, the CVM issued guidance regarding relevant aspects to be observed in the preparation of financial statements relating to the fiscal year starting from 01/01/2010.

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

I. Law No. 6.404, of 1976, and CVM rules; or
II. International accounting standards issued by the International Accounting Standards Board – IASB.

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

In the case of foreign issuers headquartered in a Mercosur member country, there is the possibility, for fiscal years starting until 2011, of disclosing financial statements prepared in accordance with the accounting standards of the country of origin, respecting the minimum content established by the Common Market Council.

For fiscal years starting from 2012, these issuers must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUR DECISION No. 31/10 incorporated through CVM Deliberation No. 659/11.

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

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

In this case, it is also necessary to publish a Notice to Shareholders, 1 (one) month before the OGM (30 days), informing of the availability of the financial statements at the company's headquarters, considering the availability requirement met if the statements are disclosed on the company's website, with their filing with the CVM, via the IPE System, on the same date. If the publication of the financial statements is made one (1) month in advance of the date of the OGM (30 days), the publication of the aforementioned notice becomes unnecessary.

Article 289 of Law No. 6.404/76 determines that the publications ordered therein shall be made in the official gazette of the Union, State, or Federal District, depending on where the company's headquarters is located, and in another newspaper of large circulation published in the locality where the company's headquarters is located.

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

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

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

Still in this regard, we draw attention to the fact that the sending of the 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 CVM Instruction 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 in accordance with paragraph 3 of Article 133 of Law No. 6.404/76, the expected date of publication must be indicated.

Foreign issuers must send the financial statements to the CVM, via the IPE System, prepared in accordance with international accounting standards issued by the IASB, in Portuguese and in the national currency, using the category "Economic-Financial Data", type "Financial Statements in International Standards", species "Financial Statements in IFRS".

In these cases, the financial statements prepared in accordance with the accounting standards of the country of origin belonging to Mercosur must be sent to the CVM, via the IPE System, under the category "Economic-Financial Data", type "Financial Statements in International Standards", species "DF's - Mercosur with reconciliation to IFRS", observing the provisions of the aforementioned CVM Deliberation No. 659/11.

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

PERIODIC FORMS

9.1. Registration Form

The Registration Form is an electronic document, of periodic and occasional submission, provided for in Article 22 of CVM Instruction No. 480/09, whose content reflects Annex 22 of the 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, which were previously made available to the market in a dispersed manner.

The Registration Form must be filled out and sent to the CVM via the Empresas.net program, available for download on the CVM website, at the "Document Submission" link.

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, between May 1st and May 31st 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 a new version of the Registration Form between 01/05 and 31/05 of each year, even if it has already been delivered before this period.

Finally, regardless of the update of registration data through the submission of the Registration Form, it is worth noting that the data of the DRI or equivalent person must also be updated in the IPE System (see items 43 and 44).

9.2. Reference Form

The Reference Form is an electronic document, of periodic and occasional 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.

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 Reference Form must be filled out and sent to the CVM via the Empresas.net program, available for download on the CVM website, at the "Document Submission" link. In this regard, it is recommended to read the Circular Letter annually issued by SEP with guidelines for filling out this Form.

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

I. Change of administrator or member of the fiscal council of the issuer;
II. Change in share capital;
III. Issuance of new securities, even if subscribed privately;
IV. Change in rights and advantages of the securities issued;
V. Change in controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer;
VI. When any natural or legal person, or group of people representing the same interest, reaches participation, direct or indirect, equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;
VII. Variations in the share position of the aforementioned persons greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;
VIII. Incorporation, share incorporation, merger or spin-off involving the issuer;

IX. Change in projections or estimates or disclosure of new projections and estimates;
X. Celebration, alteration or termination of a shareholders' agreement filed at the issuer's headquarters or from which the controller is a party regarding the exercise of voting rights or control power of the issuer; and
XI. Declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization.

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 up to 7 (seven) business days, counted from its occurrence, the fields of the form whose information are affected by the incidence of the following events:

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

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

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

9.3. 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 via the Empresas.net System (see item 42).

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:

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

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

I. Report on the acquisition, retrocession, payment and default of credits linked to the issuance of receivables certificates; and
II. The independent financial statements relating to each of the separate assets by issuance of receivables certificates or debentures in fiduciary regime.

It should be observed that the DFP Form, to be sent via the EmpresasNet System, provides for the mandatory sending of information relating to the penultimate fiscal year ("three columns"), without changes in relation to the form model that was in the CVMWIN System.

The foreign issuer headquartered in a Mercosur member country that prepares financial statements in Portuguese, in the national currency and in accordance with the accounting standards of the country of origin will be exempt from delivering the DFP form, as provided for in the sole paragraph of Article 28 of CVM Instruction No. 480/09, with respect to fiscal years starting until 2012.

It is emphasized that, with the exception of the specific situation mentioned in the previous paragraph, 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 completion and vice versa.

If it discloses projections, the issuer must confront in the DFP, 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.

9.4. Quarterly Information – ITR

Article 29 of CVM Instruction No. 480/09 provides for the submission of forms relating to quarterly information (ITR) by registered issuers, whose submission to the CVM must be done via the Empresas.net System (see item 42).

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

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

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

It is worth 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, in accordance with Law No. 6.404/76, as determined in paragraph 2 of Article 29 of CVM Instruction No. 480/09.

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

The foreign issuer headquartered in a Mercosur member country that prepares financial statements in Portuguese, in the national currency and in accordance with the accounting standards of the country of origin, practice permitted with respect to fiscal years starting before 2012, must deliver its quarterly accounting information in substitution for the ITR form, as provided for in paragraph 4 of Article 29 of CVM Instruction No. 480/09, through the IPE System, category "Economic-Financial Data", type "Interim Financial Statements", species "DF's - Mercosur with reconciliation to IFRS".

These issuers, when preparing quarterly financial statements in accordance with the international standards issued by the IASB, must present the ITR form within up to 45 (forty-five) days after the end of each quarter of the fiscal year, except the last one.

If it discloses projections, the issuer must confront 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.

ORDINARY GENERAL MEETING – OGM

According to the wording 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 meeting (OGM) to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

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

10.1. 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 OGM, by announcements published in the manner provided for in Article 124 (see item 10.3 below), that the documents indicated below are available to shareholders, and it must be specified in the announcements the location or locations where shareholders can obtain copies of these documents:

I - the administration report on social business and the main administrative facts of the closed year; II - the copy of the financial statements; III - the opinion of independent auditors, if any; IV - the opinion of the fiscal council, including dissenting votes, if any; and V - other documents pertinent to matters included in the agenda.

Up to at least 5 (five) days before the date set for the holding of the OGM, the company must publish the documents cited in items I to III above (paragraph 3 of Article 133). It is highlighted that, regardless of this publication, the caput of Article 133 of Law No. 6.404/76 requires that the documents pertinent to matters included in the agenda of the OGM be made available to shareholders, at the company's headquarters, up to one month before the date set for the holding of the meeting (30 days).

The OGM that brings together all shareholders may consider the lack of publication of the announcements or the non-observance of the periods referred to in Article 133 of Law No. 6.404/76 remedied, but the publication of the documents before the holding of the meeting is mandatory, however (paragraph 4 of Article 133).

The publication of the announcements provided for in Article 133 is dispensed with when the documents cited in items I to III above are published up to 1 (one) month before the date set for the holding of the OGM (paragraph 5 of Article 133).

10.2. Administration Proposal for OGM

10.2.1. Issuers registered in Category A

Regarding the minimum documents and information that must be made available to shareholders when convening the OGM, open companies registered in category A must pay attention to the provisions of CVM Instruction No. 481/09 – which applies exclusively to open companies that have shares admitted to trading in regulated markets –, especially with regard to 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 the same requires that the documents pertinent to matters included in the agenda of the OGM be

made available to shareholders at the company's headquarters, up to one month before the scheduled date for the OGA (30 days), as also required by Article 9 of CVM Instruction No. 481/09, for issuers registered in Category A, that on that date, the following documents and information are available on the CVM's Internet page:

I. Administrative report on business affairs and main administrative events of the closed fiscal year (included in the Financial Statements and DFP form);
II. Copy of the financial statements (forwarded by the IPE System – see item 8);
III. Administrators' comments on the company's financial situation, in accordance with item 10 of the Reference Form ("Directors' Comments") (sent, via the IPE System, in the "Assembly" category, type "OGA" or "OGA/E", species "Administration's Proposal", subject "Administrators' comments on the company's financial situation");
IV. Independent auditors' opinion (included in the Financial Statements and DFP form);
V. Fiscal Council's opinion, including dissenting votes, if any (included in the Financial Statements, as well as forwarded by the IPE System pursuant to item VI of Article 30 of CVM Instruction No. 480/09, in the "Administrative Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on the Financial Statements");
VI. DFP Form (forwarded by the Empresas.Net System – see item 9.3);
VII. Proposal for the allocation of net profit for the fiscal year, which must contain, at a minimum, the information indicated in Annex 9-1-II of the Instruction (forwarded by the IPE System via the "Assembly" category, type "OGA" or "OGA/E", species "Administration's Proposal", subject "Allocation of Results"); and
VIII. Audit Committee's opinion, if any (forwarded by the IPE System via the "Administrative Meeting" category, type "Audit Committee", species "Minutes", subject "Opinion on the Financial Statements").

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

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

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

In light of this, we alert issuers that, if the election of administrators or members of the fiscal council or the fixing of their remuneration are included in the agenda of the OGA, the issuer registered in Category A 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 meeting.

Such information must be included in the administration's proposal, which must be forwarded via the IPE System, category "Assembly", type "OGA" or "OGA/E", species "Administration's Proposal", subject "Election of members of the Administrative and Fiscal Councils" or "Remuneration of administrators and councilors".

In order to allow investors to better understand the remuneration proposal (item I of Article 12 of CVM Instruction No. 481/09) and support the decision to be made by them, we advise that issuers include, in the remuneration proposal, information on:
a) the period to which the remuneration proposal refers (for example, from the current OGA until 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 stated in item 13 of the company's Reference Form, clarifying, for example, if they result from the non-correspondence between the period covered by the proposals (letter "a") and the period covered by the Reference Form (social year).

The documents made available to shareholders must contain the information necessary to understand the matters to be discussed in the assembly.

As provided in CVM Instruction No. 481/09, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not mislead investors.

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

If it is necessary to resubmit the Administration's Proposal spontaneously or by requirement, the Company must insert in the body of the document a section containing the "Reasons for Resubmission" describing the items that were resubmitted and indicating the altered pages.

Whenever there is a need to resubmit the Administration's Proposal due to compliance with CVM requirements or spontaneously, the Company must send a "Market Communication" to the "IPE System", informing of the resubmission of the proposal. In the case of compliance with a requirement, reference must be made to the issued letter.

10.2.2. Issuers registered in Category B

Thus, although CVM Instruction No. 481/09 does not apply to open companies registered in Category B, it is worth alerting that these issuers are obligated, pursuant to Article 133, item V, of Law No. 6.404/76 and Article 21, item VIII, of Instruction No. 480/09, to send other documents pertinent to matters included in the assembly's agenda (forwarded via the IPE System, category "Assembly", type "OGA" or "OGA/E", species "Administration's Proposal", choosing relevant subjects according to the guidelines provided in item 10.2.1. above).

The administration's proposal for the OGA must be delivered up to one month before the scheduled date for the holding of the assembly (30 days).

The documents made available to shareholders must contain the information necessary to understand the matters to be discussed in the assembly.

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 mislead investors.

If the OGA is also called to elect administrators or members of the fiscal council or to fix the remuneration of administrators, issuers registered in Category B must provide sufficient information so that shareholders can know the candidates indicated for election. Such information must be included in the administration's proposal, which must be forwarded via the IPE System, category "Assembly", type "OGA" or "OGA/E", species "Administration's Proposal", subject "Election of members of the Administrative and Fiscal Councils" or "Remuneration of administrators and councilors".

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

If it is necessary to resubmit the Administration's Proposal spontaneously or by requirement, it is recommended that the Company insert in the body of the document a section containing the "Reasons for Resubmission" describing the items that were resubmitted and indicating the altered pages.

10.3. Call Notice for OGA

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

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

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

In the case of assemblies intended to elect members to the Administrative Council, the minimum percentage of participation in voting capital necessary to request the adoption of multiple voting, pursuant to Article 141, of Law No. 6.404/76, must appear, obligatorily, in the call notice, as determined by Article 4 of CVM Instruction No. 481/09 and Article 3 of CVM Instruction No. 165/91.

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

We finally remind that Law No. 12.431, of June 24, 2011, altered provisions of Law No. 6.404/76, which now provides in the sole paragraph of Article 121 that, in open companies, shareholders may participate and vote remotely in general assemblies, in accordance with CVM regulation.

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

10.4. Summary and Minutes of the OGA

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

In this sense, it is worth noting that the summary of decisions taken in the assembly (provided for in item IX of Article 21 of CVM Instruction No. 480/09) does not coincide with the minutes of the OGA (provided for in item X of Article 21 of CVM Instruction No. 480/09), which, pursuant to paragraph 1 of Article 130 of Law No. 6.404/76, may be drafted in the form of a summary of events.

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

It is highlighted that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions to the issuer who delivers the minutes of the general assembly 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 forward the complete minutes of the general assembly.

In this sense, we highlight that the minutes of the OGA must be accompanied, in the same file, by any opinions and statements of dissenting votes, as well as by all documents referenced and related to the assembly's deliberations, such as contracts.

Whenever possible, OGAs minutes filed with the CVM must also contain the attendance list, with the qualification of shareholders, discrimination of the quantity, species, and class of shares held by each.

SHAREHOLDER REPRESENTATION IN ASSEMBLY

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

CVM Instruction 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 statute contains a provision regarding the subject, but determines that the shareholder who appears at the assembly equipped 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 power of attorney instrument as established by the company constitutes a violation of Law No. 6.404/76 and Article 5 of CVM Instruction No. 481/09.

It is also worth noting that, in a meeting held on 24/06/2008 (available on the CVM's page), the CVM Collegiate issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a power of attorney, neither the Civil Code nor the S.A. Law require the notarization or consularization of the powers of attorney.

Thus, the company may always, at its discretion, dispense with the notarization and consularization of the instruments of power of attorney granted by shareholders to their representatives.

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

PUBLIC REQUESTS FOR POWER OF ATTORNEY

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

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

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

Requests for power of attorney that do not fall under any of the above hypotheses will be considered private requests, not subject to the procedures provided for in the aforementioned instruction.

It is worth noting that investment funds whose decisions on the exercise of voting rights in assemblies are made discretely by the same manager are considered as a single shareholder, pursuant to CVM Instruction No. 481/09.

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

A copy of the draft power of attorney and the other information required by Article 23 of the Instruction, including the identification of the natural or legal persons who promoted, organized, or funded the request for power of attorney, even if partially, must be forwarded to the CVM, on the date of the start of the request, via the IPE System, category "Assembly", type "OGA", "OGA/E", "AGE" or "AGESP", as applicable, species "Material related to public requests for power of attorney".

For this obligation to be fulfilled, interested shareholders must forward the public request for power of attorney, accompanied by all information required by Article 23 of CVM Instruction No. 481/09, to the investor relations director by the business day prior to the date of the start of the request (Article 26, paragraph 1, of the same Instruction).

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

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

When the public request for power of attorney is made by the company, the administration must communicate to the market its intention to make the request up to 10 (ten) business days before the start of the campaign, indicating the matters for which the powers of attorney will be requested.

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

In this sense, the norm stipulates that powers of attorney subject to a public request promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both on the candidates indicated by the administration, and on candidates indicated by shareholders representing at least 0.5% (zero point five percent) of the social capital.

Shareholders who represent at least 0.5% (zero point five percent) of the social capital of the open company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 20 below).

Regarding the charges related to the public request for power of attorney, CVM Instruction No. 481/09 establishes, in its Article 32, that requests promoted by the administration may be funded by the company. In the case of requests formulated by shareholders representing at least 0.5% (zero point five percent) of the social capital, the norm provides that only expenses resulting from the following will be reimbursable:

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

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

The 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 documentary evidence of the reimbursable expenses incurred.

It is worth noting that the company that accepts electronic powers of attorney via a system on the worldwide computer network will not be obligated to reimburse shareholders for expenses incurred with the realization of public requests for power of attorney for the exercise of voting rights (see decision of the Collegiate of 24/06/2008, commented in item 11 above).

REPORT AND COMMUNICATIONS OF THE TRUST AGENT

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

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

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

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

PRINCIPAL EVENTUAL INFORMATION
14.1. Relevant Act and Fact
According to Article 3 of CVM Instruction No. 358/02, it is the duty of the Investor Relations Director (IRD) to disclose and communicate to the CVM and, if applicable, to the stock exchange and over-the-counter market organized entity where the company's securities are admitted to trading, any relevant act or fact occurred or related to its business (defined in Article 2 of said Instruction), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets where such securities are admitted to trading.

Article 30, item X, and Article 31, item VI, of CVM Instruction No. 480/09 determine in turn that issuers must forward to the CVM, through the IPE System, communications regarding relevant acts or facts.

Following the guidance set forth in Article 5 of the aforementioned Instruction, the disclosure of the relevant act or fact must be made, whenever possible, before the start or after the closing of trading on the stock exchanges and over-the-counter market organized entities where the company's securities are admitted to trading.

If controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, have personal knowledge of a relevant act or fact and confirm the Investor Relations Director's omission in fulfilling their duty of communication and disclosure, including in the case of the sole paragraph of Article 6 of CVM Instruction No. 358/02, they will only be exempt from liability if they immediately communicate the relevant act or fact to the CVM.

It should be noted that, in accordance with Article 157, paragraph 4, of Law No. 6.404/76, the administrators of the open company are obliged to immediately communicate to the stock exchange and disclose through the press any resolution of the general meeting or the company's administrative bodies, or any relevant fact occurring in its business, that may significantly influence the decision of investors in the market to sell or buy securities issued by the company.

Exceptionally, according to the caput of Article 6 of CVM Instruction No. 358/02, relevant acts or facts may fail to be disclosed if controlling shareholders or administrators believe that their disclosure would put the legitimate interest of the company at risk. In this case, these persons are obliged to, directly or through the IRD, immediately disclose the relevant act or 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 to them, notwithstanding the provisions of the caput of Article 5 of CVM Instruction No. 358/02.

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

According to Article 4, sole paragraph, of CVM Instruction No. 358/02, if there is atypical oscillation in the quotation, price, or quantity traded of the securities issued by the open company or referenced to them, "the Investor Relations Director must inquire persons with access to relevant acts or facts, with the aim of verifying whether they have knowledge of information that should be disclosed to the market".

Thus, in cases where failures in the disclosure of relevant acts or facts are identified, without prejudice to the investigation of possible use of insider information, the Investor Relations Director, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, are subject to the determination of liability for the eventual infringement of the cited Articles 3, 4, and 6 of CVM Instruction No. 358/02 and Articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as applicable.

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

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 within the scope of proceedings, including arbitral, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors' decisions to buy, sell, or hold the securities issued by the company.

The information subject to disclosure must be expressed in clear and objective language, with the company exempt from issuing a value judgment, especially regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions.

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

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

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

In line with the decision issued by the CVM Collegiate Body, on 08/22/2006, in the judgment of Process CVM RJ/2006/1574 (available on the CVM website), it is alerted that the disclosure of relevant acts or facts must be done through publication in newspapers of large circulation habitually used by the company, therefore, in accordance with paragraph 4 of Article 3 of CVM Instruction No. 358/02, publication in an official organ of the Union, State, or Federal District is dispensed with, according to the location of the company's headquarters.

It should be noted that the sending of the file with the text of the relevant act or fact will be done through the IPE System, category "Relevant Fact", on the business day prior to or on the same day of its disclosure by the press, informing the respective locations and dates of publication.

It is alerted that, in accordance with Article 18 of CVM Instruction No. 358/02, it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76, the transgression of the provisions contained in said Instruction.

14.1.1 Distinction between Relevant Fact and Market Communication
CVM Instruction No. 358/02 defines as a relevant act or fact any decision of a controlling shareholder, resolution of the general meeting or the administrative bodies of the open company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurred or related to its business that may significantly influence:

I. the quotation of the securities issued by the open company or referenced to them;
II. the decision of investors to buy, sell, or hold those securities;
III. the decision of investors to exercise any rights inherent to the status of holder of securities issued by the company or referenced to them.

In order to guarantee broad market access to relevant information, the disclosure of a relevant act or fact is subject to a specific formality: immediate disclosure and publication in a newspaper of large circulation habitually used by the company, in addition to being forwarded to the CVM, stock exchanges, or over-the-counter market organized entities where the open company trades its securities. The forwarding to the CVM and the exchange is done through the archiving of the information in the IPE System, in the category "Relevant Fact".

The "Market Communication" and "Notice to Shareholders" categories were created in the IPE for the disclosure, respectively:

I. of the communications provided for in CVM Instruction 358/02 (such as the communication of acquisition or alienation of relevant participations provided for in Article 12, whose publication is only required in the cases provided for in paragraph 5 of said Article) or other information not characterized as a relevant act or fact, which the company considers useful to be disclosed to shareholders or the market (such as material disclosed in meetings with analysts, etc.). Also archived in this category, for example, are clarifications provided by companies regarding inquiries formulated by the CVM or the exchange. It should be noted that for each of these cases there is an appropriate "type" within the chosen "category" in the IPE System;

II. of the announcements provided for in Article 133 of Law No. 6.404/76, whose publication is dispensed with in the situations provided for in the Law, or other notices that the company considers useful to be disclosed to shareholders, such as those regarding procedures to be adopted in the payment of dividends or interest on equity.

The distinction between the relevant act or fact and the "Market Communication" or "Notice to Shareholders" is, therefore, in the content of the disclosed information.

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 relevant information, which includes publication in a newspaper.

It is worth clarifying that there is no requirement that the publication of relevant information be done with the placement of a specific title in the document, such as "Relevant Fact" (as occurs in the disclosure of financial statements or minutes of meetings of administrative bodies where there is a resolution that characterizes a relevant 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.

14.2. Extraordinary General Meeting – EGM and Special Meeting
14.2.1. Call Notice for EGM
In accordance with item II, of paragraph 1, of Article 124, of Law No. 6.404/76, with the wording given by Law No. 10.303/01, the calling of a general meeting of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date, and time of the meeting, the agenda, and, in the case of bylaws reform, the indication of the matter, with the deadline for the first call being 15 (fifteen) days and for the second call, 8 (eight) days.

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 when the meeting will be held in the second call. The aforementioned meeting cannot be held, in the second call, in a period less than 8 (eight) days, counted from the date the second notice was published (item II, of paragraph 1, of Article 124, of Law No. 6.404/76).

Just as in the case of AGMs, the call notices for Extraordinary General Meetings (EGM) of issuers registered in both Category A and Category B must explicitly enumerate, in the agenda, all matters to be deliberated, with the use of the item "general matters" being prohibited for matters that require assembly deliberation.

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 appear, 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.

According to item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must forward, through the IPE System, category "Assembly", type "EGM", "EGMSP" or "AGDEB", species "Call Notice", the call notices for extraordinary, special, and debenture holders' meetings, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76.

We remind that Law No. 12.431, of June 24, 2011, altered provisions of Law No. 6.404/74, which now provides in the sole paragraph of Article 121 that, in open companies, the shareholder may participate and vote remotely in the general meeting, in accordance with CVM regulation.

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

14.2.2. Administration's Proposal – Category A
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 in the EGM must be made available to shareholders, at the company's headquarters, upon publication of the first announcement of calling the general meeting.

In the case of issuers registered in Category A, it is worth alerting that CVM Instruction No. 481/09 now disposes of the minimum documents and information that must be made available to shareholders whenever the general meeting is called to deliberate on certain matters provided for in the Instruction. Such documents and information must be forwarded to the CVM, through the appropriate electronic means, 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, upon calling the general meeting, issuers registered in Category A must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding what is provided for in its Articles 8 to 21.

The forwarding of the documents and information required in Articles 8 and 10 to 21 for issuers registered in Category A must be done, through the IPE System, in the manner specified below, upon publication of the first announcement of calling the general meeting:

I. Information provided for in Article 8 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent by the category "Assembly", type "AGM/E", "EGM" or "EGMSP", species "Administration's Proposal", subject "Matter of special interest of a related party";
II. Information indicated in Article 10 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Fiscal Council";
III. Information provided for in Article 11 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent by the category "Assembly", type "AGM/E", "EGM" or "EGMSP", species "Administration's Proposal", subject "Bylaws reform";
IV. Information indicated in Article 12 of CVM Instruction No. 481/09 to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's Proposal", subject "Remuneration of administrators and councilors";
V. Information indicated in Article 13 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's Proposal", subject "Share-based Remuneration Plan";
VI. Information indicated in Article 14 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's Proposal", subject "Capital Increase", with the exception of the:
a. 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"; b. Reports and studies that supported 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 "Evaluation Report", subject "Report used in capital increase";
c. Report on the evaluation 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 "Evaluation Report", subject "Report on asset evaluation".
VII. Information indicated in Article 15 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E" or "EGM", species "Administration's Proposal", subject "Issuance of debentures" or "Issuance of subscription warrants";
VIII. Information indicated in Article 16 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's 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";
IX. Information indicated in Article 17 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", "EGMSP", species "Administration's Proposal", subject "Creation of preferred shares or alteration in their preferences, advantages, or redemption or amortization conditions";
X. Information indicated in Article 18 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's Proposal", subject "Reduction of mandatory dividend";
XI. Information indicated in Article 19 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's Proposal", subject "Acquisition of control of another company", with the exception of the studies and reports that supported the negotiation of the control acquisition price (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent by the category "Economic-Financial Data", type "Evaluation Report", subject "Report used in control acquisition";
XII. Information indicated in Article 20 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's 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 "Evaluation Report", subject "Report based on net asset value at market prices or other criterion accepted by the CVM"; and
XIII. Information indicated in Article 21 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGM/E", "EGM", species "Administration's 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's Proposal" containing the due attachments must be forwarded, through the IPE 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 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.

Furthermore, in any case, the administration's proposal must not be restricted 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.

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

14.2.3. Administration's Proposal – Category B
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 in the EGM must be made available to shareholders, at the company's headquarters, upon publication of the first announcement of calling the general meeting.

Thus, even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B, these must send, on the same date of publication of the first 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 required...

II of article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of voting rights at General Shareholders' Meetings (GSMs), including those expressly required by Law No. 6.404/76 or by Instructions issued by the CVM.

The sending of documents and information necessary for the exercise of voting rights must be done through the IPE System, category "Assembly", type "AGO/E", "AGE" or "AGESP", as applicable, species "Management Proposal", choosing relevant subjects according to the guidelines provided in item 14.2.2 above.

It should be noted that, even in cases where the assembly deals with more than one subject, a single "Management Proposal" document containing the appropriate attachments must be sent via the IPE System, mentioning the respective items of the agenda in the subject.

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

The documents must contain the information necessary for the understanding of the matters to be discussed at the assembly. 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.

14.2.4. Summary and minutes of the GSM

Issuers registered in categories A and B must obligatorily send, 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 assembly is held, via the IPE System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Summary of Decisions", as well as the minutes of the assemblies, within 7 (seven) business days of their holding, via the IPE System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Minutes".

In this sense, it should be observed that the summary of decisions taken at the assembly (provided for in item III of articles 30 and 31 of CVM Instruction No. 480/09) is not to be confused with the minutes of the GSM (provided for in item IV of articles 30 and 31 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of article 130 of Law No. 6.404/76, may be drawn up in the form of a summary of the facts occurred.

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

It is worth noting that CVM Instruction No. 480/09 dispenses with the delivery of the summary of decisions to the issuer that delivers the minutes of the general assembly 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 option, however, it is necessary that the issuer sends the complete minutes of the general assembly.

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

Whenever possible, the AGO minutes archived at the CVM must also contain the attendance list, with the qualification of shareholders, discrimination of the quantity, species and class of shares held by each one.

14.3. Shareholder Agreement

Without prejudice to the provisions of CVM Instruction No. 358/02, CVM Instruction No. 480/09 provides that the issuer registered in Category A must send to the CVM, through the IPE System:

I. Shareholder agreements and other corporate pacts archived at the issuer, within 7 (seven) business days counted from their archiving, category "Shareholder Agreement";
II. Information on 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 a minimum, date of signature, term of validity, parties and description of the provisions relating to the issuer, category "Information on shareholder agreements provided for in article 30, item XIX, of IN No. 480/09".

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

14.4. 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 for the realization of their respective objects, or to participate in common activities or undertakings, are obliged to send a copy of the convention to the CVM, via the IPE System, category "Group Convention", within a period of up to 7 (seven) business days counted from its signature.

It is worth noting that Law No. 6.404/76, when 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".

14.5. Bankruptcy Petitions and Sentences

Without prejudice to the disclosure of Relevant Fact regarding the request or confession of bankruptcy, in accordance with article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, through the IPE System, the following documents provided for in article 30, items XXVI and XXVII, and in article 31, items XVII and XVIII, of CVM Instruction No. 480/09, on the same day of their knowledge by the issuer:

I. Bankruptcy petition, provided it is based on a relevant value, by the category "Bankruptcy Petitions";
II. 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 decree of bankruptcy is one of the hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item 9.2).

14.6. Petitions and Sentences Involving Judicial and Extrajudicial Recovery

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

I. Initial petition for judicial recovery, with all documents that instruct it, on the same day of protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Initial Petition";
II. Judicial recovery plan, on the same day of protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Recovery Plan";
III. Sentence denying or granting the judicial recovery request, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences";
IV. Request for homologation of the extrajudicial recovery plan, with the accounting statements raised specifically to instruct the request, on the same day of protocol in court, in the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Request for homologation of extrajudicial recovery plan";
V. 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 decree of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the Reference Form, in accordance with paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item 9.2).

14.7. Securities of Directors and Related Persons

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

I. Within a period of 5 (five) days after the realization of each transaction;
II. On the first business day after taking office; and
III. 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 separated, partner(s), any dependent included in their annual income tax return, and companies controlled directly or indirectly.

The Investor Relations Director must send, in accordance with paragraph 5 of article 11 of CVM Instruction No. 358/02, the information object of the cited article, monthly to the CVM, until 10 (ten) days after the end of each month in which alterations in the positions held or the month in which the taking of office of the persons mentioned occurs.

Such information must be sent via the IPE System, category "Securities Traded and Held (article 11 of CVM Instr. No. 358)", type "Consolidated Position" and "Individual Position", highlighting that the model forms for filling out are available on the CVM's Internet page, at the link "Document Submission", "XML File Standards and others".

With the objective of having complete and reliable information, it is requested that Companies voluntarily send the forms, even in months when no movements or alterations in the positions of directors and related persons have been verified. In this case, the forms must be filled out with the information that, in that period, there was no negotiation with the company's securities, its controlled, its controlling or its affiliated company, repeating the initial balance values in the final balance.

It should be noted that this rule aims at the disclosure of all movements carried out by directors and related persons, with securities issued by the Company and its controlled or controlling companies. Thus, any transaction carried out by the persons mentioned must be reported to the investor relations director and will result in the obligation to send to the CVM the Form provided for in paragraph 6 of article 11 of CVM Instruction No. 358/02 within a period of 10 days after the end of the month in which such movement is verified, regardless of modification of the final balance.

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

14.8. Relevant Shareholding

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 that comes to acquire or alienate a relevant participation in shares or class of shares representing the share capital of an open company, is obliged to, immediately after the operation, communicate to the Company the alteration in its participation.

According to the wording of article 12 of the aforementioned Instruction, it is noted that the relevant participation must be computed specifically in relation to the class or species of shares, in order to qualify the participation, allowing the identification of rights attributed to it.

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

I. Applies to both transactions carried out on stock exchanges and in the over-the-counter market, organized or not, as well as those carried out without the intervention of an institution integrated into the distribution system in Brazil and abroad; and
II. Extends to transactions carried out directly or indirectly by the persons referred to in article 12 of the aforementioned norm, whether such transactions take place through a controlled company, or through third parties with whom a contract of fiduciary or portfolio management or shares is maintained.

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

14.8.1. Recipient of the Obligation

In accordance with article 12 of CVM Instruction No. 358/02, it is incumbent upon the acquirer or alienator of relevant participation to send a notice to the open company, reporting the operation (see items 14.8.4 and 14.8.8).

As provided for in this article, the increase or reduction in relevant participation can occur both by individual investor as well as 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 contract of fiduciary or portfolio management or shares is maintained", except, in accordance with the sole paragraph of the device, transactions carried out by funds under discretionary management.

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

Even in cases where the operations take place through third parties hired, whether they are administrators, managers or representatives of non-resident investors, the obligation to disclose the information provided for in article 12 remains that of the investor, considering the totality of his direct and indirect transactions, however, it is necessary to pay attention to the specific responsibilities of administrators, managers or representatives of non-resident investors commented on in items 14.8.6 and 14.8.9.

14.8.2. Object of Relevant Participation

a) Shares
According to the caput of article 12, the focus of the disclosure obligation is the shareholdings held directly and indirectly in the share capital of the open company.

b) Debentures convertible into shares, Subscription Warrants, Rights to subscribe for shares, Call options on shares and others As can be seen from the combined reading of the caput with paragraphs 1, 2 and 3 of article 12 of CVM Instruction No. 358/02, the relevant participation also refers to any rights on shares and other securities mentioned in the same article. For this purpose, debentures convertible into shares, subscription warrants, rights to subscribe for shares, call options on shares and any other securities representative or capable of conversion into shares or any contracts that may result in the exercise of rights that have as a base shares issued by an open company must be considered.

c) ADR, GDR and BDR
American Depositary Receipts – ADRs, Global Depositary Receipts – GDRs, and other securities of Brazilian companies issued and/or listed abroad under foreign regulation must also be considered for the purposes of disclosure of article 12 of CVM Instruction No. 358/02, insofar as they are titles representative of shares of Brazilian open companies. It is clarified that BDRs must also be considered for the purposes of disclosure provided for in the article in question, given the provision of article 21 of CVM Instruction No. 358/02, which imposes on sponsoring companies of BDR programs levels II and III the rules of the aforementioned Instruction, as long as they are compatible with the provisions applicable in the countries where the shares serving as collateral for such securities were issued. It should be noted that in the case of the securities mentioned in the previous paragraphs, the acquisitions, movements and alienations subject to reporting in a notice to the market are those that correspond to 5% or more of the class or species of share of the issuer represented by means of these titles.

d) Share lending
It is worth noting that the investor or group of investors who attains, even by means of ownership of shares acquired by lending, a participation corresponding to 5% (five percent) or more of the species or class of shares representing the capital of an open company, must proceed to the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02.

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

In this sense, the Declarations referred to in article 12 of CVM Instruction No. 358/02 must discriminate the portion of the shares held by the declaring investor that has been 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 proposed.

e) Indirect Participation
The indirect participation referred to in CVM Instruction No. 358/02 refers to that held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the examples below:

I. company controlled, directly or indirectly, by the investor;
II. exclusive investment fund, whose only shareholder is the investor;
III. investment fund or portfolio in which the administrator's decisions can be influenced by the investor;
IV. person with whom the investor maintains a fiduciary contract.

In examples II, III and IV, according to the rules mentioned in item 14.8.1, it is the investor who must proceed to the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, given the set of shares held by him directly and indirectly.

In cases where the indirect participation is made through other companies, as in example I above, the indirect participation should only be taken into consideration, for the purposes of compliance with article 12 of Instruction 358, in cases where the relevant participation is reached, increased or reduced by a group of persons, acting jointly or representing the same interest (see item 14.8.5).

Thus, if an investor X does not hold any other direct or indirect shareholding, but is a controlling shareholder of company Y, which in turn reaches a participation corresponding to 5% of the ordinary or preferred shares of the open company, it is company Y that must proceed to 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 open company.

On the other hand, if investor X holds a direct participation in the open company and is also a controlling shareholder of company Y, which also holds a participation in the open company, it is investor X who must proceed to 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 open company.

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

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

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

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

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

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

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

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

14.8.4. Time of disclosure
In accordance with Article 12 of CVM Instruction No. 358/02, the communication of the increase or reduction in relevant participation must be made immediately after the participation referred to is reached. As a rule, to observe the deadline established in the aforementioned article, disclosure must occur in the case of share acquisition on a stock exchange and in the over-the-counter market, until the beginning of the trading session following the physical settlement of the operation, without prejudice to the provisions of Article 3 of the same instruction, in cases where the increase in participation constitutes a Relevant Fact (see item 14.8.7).

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

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

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

I. Link due to kinship, contract, or shareholders' agreement providing for voting rights;
II. two or more companies under common control;
II. company and its direct or indirect controller;
III. exclusive fund and its sole unitholder; and
IV. cases where there is common discretionary management of resources.

Considering the concept of indirect participation (see item 14.8.2.e) and except for the provisions in the following paragraph, if relevant shareholding was reached by a group of investors acting in concert or representing the same interest, the Declaration must list them one by one, indicating their respective participations, even if none of these investors holds or moves the 5% (five percent) percentage individually. It must also identify the investor(s) with indirect participation in the capital of the publicly-held company and indicate the total participation held, directly and indirectly, by them.

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

It is worth clarifying that, in accordance with the same Decision, in the case where a relevant participation is 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, without it being mandatory to reveal the fund holding the relevant participation.

14.8.6. Responsibility of the administrator or manager
By virtue of the sole paragraph of Article 14 of CVM Instruction No. 306, the administrator of a securities portfolio must guarantee, through adequate internal control mechanisms, the permanent compliance with the norms and regulations in force, referring to the various alternatives and modalities of investment, to the activity of portfolio 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 14 of CVM Instruction No. 306/99, when: (i) it represents the same interest of its clients, being directly and exclusively responsible for the operation; (ii) it has unequivocal knowledge regarding the effective possibility of reaching relevant shareholding; and (iii) it can exercise the political right of shares of a company acquired for its clients in a discretionary manner.

14.8.7. Publication in the press of the increase in participation declaration
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 carry out a public offer, in accordance with CVM Instruction No. 361/02, the acquirer, in addition to sending the aforementioned declaration to the Company, must promote its publication in the press in accordance with Article 3 of CVM Instruction No. 358/02.

Sellers of relevant shareholding, in accordance with Article 12, paragraph 4, of the aforementioned regulation, must inform the disposal or extinction of their shares issued by a publicly-held company by sending a "Declaration of Disposal of Relevant Shareholding" to the Company.

"Declarations of Acquisition of Relevant Shareholding" and "Declarations of Disposal of Relevant Shareholding" must be sent to the Director of Investor Relations of the publicly-held company.

Once received by the Company, the Director of Investor Relations must forward the declarations through the IPE System, category "Market Communication", type "Acquisition/Disposal of Shareholding (Article 12 of CVM Instruction No. 358)" and species "Declaration of disposal of relevant shareholding – Article 12, paragraph 4, of CVM Instruction No. 358/02" or "Declaration of acquisition of relevant shareholding – Article 12 of CVM Instruction No. 358/02". In the case of declarations that have been subject to publication, by virtue of paragraph 5 of Article 12 or spontaneously, the dates and newspapers in which the publication was carried out must be informed.

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

14.8.8. Content of the increase in participation declaration
In the case of acquirers, the said communication must be made through a "Declaration of Acquisition of Relevant Shareholding", which must contain the following information:

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

It is worth noting that, in the case of funds and managed portfolios, the information provided in item I above must refer to the manager, as provided in item 14.8.5.

The communication must also contain the identification of the vehicles that led to the relevant acquisition (see 14.8.2."e").

14.8.9. Disclosure of declaration by non-resident investor
In accordance with Articles 12 and 21 of CVM Instruction No. 358/02, it is the responsibility of the shareholder, regardless of their domicile, to disclose the declaration of acquisition or disposal of relevant shareholding, by sending the information to the Company.

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

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

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

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

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

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

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

CVM Instruction 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 disposal of shares issued by the company, its subsidiaries, affiliates, or another company under common control is underway, or if an option or mandate has been granted for the same purpose.

In this case, the prohibition on trading must be observed during the periods in which the company is carrying out the acquisitions or disposals, and not necessarily throughout the entire duration of the program.

It is worth noting that both in the case of a share repurchase program and in the other prohibitions cited above, the prohibition on trading will not extend to transactions carried out in accordance with the negotiation policy approved by the company, in accordance with Article 15 of CVM Instruction No. 358/02.

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

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

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

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

Issuers registered in Category A that have this policy must send it through the IPE System, category "Company's Share Negotiation Policy", 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, it is recommended that they send it voluntarily in the manner described above.

14.11. Disclosure policy
The policy for disclosure of relevant acts or facts is a mandatory document established in Article 16 of CVM Instruction No. 358/02, for all issuers.

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

Issuers must send the Disclosure Policy to the CVM, through the IPE System, category "Disclosure Policy of Relevant 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.

14.12. Corporate bylaws
In accordance with CVM Instruction No. 480/09, issuers registered in Category A are obliged, by virtue of item XIII of Article 30 of the aforementioned Instruction, to present the consolidated corporate bylaws, within 7 (seven) business days counted from the date of the meeting that deliberated the amendment. The sending must be made through the IPE System, in the category "Corporate Bylaws".

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

14.13. Meetings of the board of directors and the fiscal council
CVM Instruction No. 480/09 determines, in items V and VI of Article 30, that issuers registered in Category A must send, through the IPE System, the following information, within the indicated deadlines:

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

It is worth noting that issuers registered in Category B are obliged to send only, through the IPE System, in the manner described above, the extracts of minutes of board of directors meetings whose agenda contains matter that may affect the rights or the quotation of the securities of the

issuers admitted to trading on regulated securities markets, within 7 (seven) business days from their occurrence, as provided for in item V of article 31 of CVM Instruction No. 480/09.

Due to the provision in article 14 of CVM Instruction 480/09 which states that "the issuer must disclose true, complete, consistent information that does not mislead the investor," the content of board meeting minutes must inform the reasons for any eventual dissenting vote, as well as contain any individual statements made by its members, in cases where such information may influence the investor's decision.

It is alerted that, although minutes relating to the board of directors' meeting have not been included in the Instruction among the occasional information of mandatory presentation, voluntary forwarding is recommended.

14.14. Communication of auditor change

As determined by article 28 of CVM Instruction No. 308/99, the administration of the audited entity must, within 20 (twenty) days, communicate the change of auditor to the CVM, with or without 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 Investor Relations Director (DRI), through the IPE System, category "Market Communication", type "Auditor change (article 28, CVM Instruction No. 308/99)".

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

It is also worth noting that, regardless of the disclosure of the aforementioned communication, the issuer must resend the Registration Form with the updated data of the independent auditor within 7 (seven) business days from the effective substitution, in accordance with article 23 of CVM Instruction No. 480/09.

OBSERVATIONS COMMON TO PERIODIC AND OCCASIONAL INFORMATION

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

I. Registration Form, Reference Form and DFP and ITR Forms – via the Empresas.net System (see item 42);
II. Other periodic information and occasional information – via the IPE System (see item 44).

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

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

The issuer who fails to comply with the obligations to submit periodic information provided for in CVM Instruction No. 480/09 will be subject to a daily coercive fine (see item 17.1), according to the values related in article 58 of the aforementioned Instruction, without prejudice to the assessment of eventual responsibilities of the administrators for non-compliance with the deadlines (and, where applicable, the receiver, the trustee, the judicial administrator, the judicial manager or the liquidator), in accordance with articles 9, item V, and 11 of Law No. 6.385/76.

Furthermore, it is noted 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 to the provisions of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07), as provided for in its article 18, as well as the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate information that misleads the investor and the repeated non-observance of the deadlines fixed for the presentation of occasional information provided for in CVM Instruction No. 480/09, in accordance with its article 60.

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

15.1. Request for confidentiality

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

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

According to paragraphs 4 and 5 of article 56, confidential information must be sent inside a sealed envelope, addressed to the Presidency of the CVM, and the word "confidential" must appear on the envelope, and the issuer and its administrators, directly or through the Investor Relations Director, will be responsible for immediately disclosing to the market the information for which the CVM has granted confidential treatment, in the event that the information escapes control or there is an atypical fluctuation in the quotation, price or quantity traded of the issuer's securities.

It is worth remembering, furthermore, that in accordance with article 7 of CVM Instruction No. 358/02, the CVM, at the request of the administrators, of 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 request must be addressed to the President of the CVM in a sealed envelope, in which the word "Confidential" must appear, in accordance with paragraph 1 of the cited article.

Issuers in special situations

16.1. Issuers in extrajudicial recovery

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

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must proceed to update their registration data with the CVM, notably with regard to the change in the company's situation and its responsible person by sending the Registration Form, within 7 (seven) business days from the fact that caused the alteration, in accordance with article 23 of CVM Instruction No. 480/09. It is worth noting that the responsible person's data must also be updated via the IPE System (see items 9.1, 43 and 44).

16.2. Issuers in judicial recovery

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

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

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

16.3. Issuers in bankruptcy

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

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

I. Report on the causes and circumstances that led to the situation of bankruptcy, in the category "Information on Companies in Bankruptcy", type "Causes and circumstances of bankruptcy";
II. Administrative financial statements, in the category "Information on Companies in Bankruptcy", type "Administrative financial statements";
III. Any other accounting information presented to the judge in the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Other accounting information";
IV. Accounts presented at the end of the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Accounts presented at the end of the bankruptcy process";
V. Final report on the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Final report"; and
VI. Sentence closing the bankruptcy process, in the category "Information on Companies in Bankruptcy", type "Closing sentence".

It is worth noting that, in addition to sending the aforementioned documents, issuers must proceed to update their registration data with the CVM, notably with regard to the change in the company's situation and its responsible person, by sending the Registration Form, within 7 (seven) business days from the fact that caused the alteration, in accordance with article 23 of CVM Instruction No. 480/09. It is worth noting that the responsible person's data must also be updated via the IPE System (see items 9.1, 43 and 44).

16.4. Issuers in liquidation

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

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

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must proceed to update their registration data with the CVM, notably with regard to the change in the company's situation and its responsible person, by sending the Registration Form, within 7 (seven) business days from the fact that caused the alteration, in accordance with article 23 of CVM Instruction No. 480/09. It is worth noting that the responsible person's data must also be updated via the IPE System (see items 9.1, 43 and 44).

CONSEQUENCES OF NON-SUBMISSION OF INFORMATION

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

17.1. Coercive fines

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

For its part, CVM Instruction No. 480/09 regulates the application of coercive fines for non-compliance with the deadlines for submitting information.

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

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

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

In this sense, it is highlighted the need to maintain updated registration data, notably the company's and DRI's addresses, as commented in items 9.1, 43 and 44.

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

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

Notwithstanding, the CVM Collegiate Body, in a meeting on 23.11.10, 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.

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

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

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

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

17.2. Publication of the list of non-compliant issuers

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

17.3. Ex officio suspension of issuer registration

Article 52 of CVM Instruction No. 480/09 provides that the SEP is responsible for suspending 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 through a letter sent to its headquarters, according to the data contained in its Registration Form (item 9.1), and through a communication on the CVM's website.

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

The deadlines and procedures to be observed in this request are regulated 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 this instruction constitutes a serious offense for the purposes of paragraph 3 of article 11 of Law No. 6.385/76, subjecting those responsible to the penalties provided for in the aforementioned article 11, with the observance of the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76.

It is worth noting 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 eventual infractions committed before the cancellation of the registration.

17.4. Ex officio cancellation of issuer registration

Article 54 of the Instruction provides for two hypotheses for ex officio cancellation of the issuer's registration:

I. the extinction of the issuer;
II. 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 through a letter sent to its headquarters, according to the data contained in its Registration Form (9.1), and through a communication on the CVM's website, in accordance with the sole paragraph of article 55 of CVM Instruction No. 480/09.

17.5. Sanctioning administrative process

As provided for in article 60 of CVM Instruction No. 480/09, it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76:

I. The disclosure to the market or delivery to the CVM of false, incomplete, inaccurate or misleading information;
II. The repeated non-observance of the deadlines fixed for the presentation of periodic and occasional information provided for in the instruction; and
III. The non-observance of the deadline fixed in article 132 of Law No. 6.404/76, for the holding of the ordinary general meeting.

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 aforementioned Instruction that constitute a crime.

Thus, and as provided for in article 9, item V, of Law No. 6.385/76, the CVM may assess, 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 statutory audit committee and shareholders of open companies for non-compliance with the provisions contained in the aforementioned Instructions.

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

VOLUNTARY CANCELLATION OF REGISTRATION

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

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

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

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

I. The decision to cancel registration with the CVM;
II. The making of the deposit, mentioning the amount, banking institution, branch, and checking account; and
III. The procedures that holders who have not yet received their credits must adopt to receive them.

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

I. Declaration of the fiduciary agent, if any;
II. 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
III. Unanimous resolution in a meeting at which all holders of securities are present.

As established in Article 48 of the Instruction, the cancellation of registration in Category A is conditioned on proof that:

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

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

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

It is worth noting that CVM Instruction No. 480/09 provides that a foreign issuer that sponsors a Brazilian Depositary Receipts program – BDR Level II or Level III and 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 filed by issuers registered in Category B must be directed to the SEP, while requests filed by issuers registered in Category A must be directed to the Superintendence of Securities Registration – SRE.

It should be remembered that Article 51 of CVM Instruction No. 480/09 provides that the issuer is responsible for disclosing the information regarding the 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 result in the cancellation of the issuer's registration. In these cases, it is necessary to submit a request for cancellation of registration to the SEP, formalizing the request, without which the company, although a wholly-owned subsidiary, remains subject to all obligations and penalties provided for in the current regulation, including those regarding the updating of the registration maintained with the CVM.

It is also worth noting that it is mandatory to submit the documents and periodic information whose delivery deadline is prior to the date of cancellation of the issuer's registration.

Finally, it is clarified that the issuer is liable for the supervision fee for 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 submit the DFP form relating to the previous fiscal year, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating the said fee) through supporting documentation, such as, for example, the publication of financial statements.

EX OFFICIO CANCELLATION OF ISSUER REGISTRATION DUE TO ITS EXTINCTION

According to Article 219 of Law No. 6,404/76, a company is extinguished by the closing of liquidation, as well as by merger or consolidation, and by spin-off with transfer of all assets to other companies.

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

It is worth noting that it is mandatory to submit the documents and periodic information whose delivery deadline is prior to the date of cancellation of the company's registration.

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

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

In accordance with paragraph 4, non-compliance with the provisions of Article 223, paragraph 3, gives the shareholder the right to withdraw from the company, upon 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 scenarios for ex officio cancellation of an 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 (item 9.1), and through a notice on the CVM's website, in accordance with the sole paragraph of Article 54 of CVM Instruction No. 480/09.

REQUEST FOR A LIST OF SHAREHOLDERS' ADDRESSES – ARTICLE 126, PARAGRAPH 3, OF LAW NO. 6,404/76

The purpose of accessing the address list under Article 126, paragraph 3, is to allow the representation of shareholders by proxy at meetings, regardless of prior request for proxy by the company itself, increasing the possibilities for organizing non-controlling shareholders, aiming at the exercise of the right to vote. If a shareholder wishes to obtain the addresses of other shareholders for any purpose other 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 at meetings, leaves no doubt as to the need for a convened meeting, or one about to be convened, for the rule in paragraph 3 to apply.

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

According to the Instruction, requests for a list of addresses filed 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 complied with by the company within a maximum of 3 (three) business days, and the company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the list of shareholders; or (c) conditioning the approval of the request to the compliance with any formalities or the presentation of any documents not provided for in paragraph 2 of Article 126, namely: (i) containing all the informative elements necessary for the exercise of the requested vote; (ii) allowing the shareholder to exercise a vote contrary to the decision with the indication of another proxy for the exercise of that vote; and (iii) being directed to all holders of shares whose addresses are listed with the company.

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

REQUEST FOR CERTIFICATES OF ENTRIES IN THE BOOKS – ARTICLE 100 OF LAW NO. 6,404/76

Article 100, paragraph 1, of Law 6,404/76 governs the option to obtain a certificate of entries in the Register of Registered Shares, the Register of "Transfer of Registered Shares", the Register of "Registered Beneficiary Units", and the Register of "Transfer of Registered Beneficiary Units".

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

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

However, conditioning access to the list of shareholders 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 be defended, or a situation to be clarified, with recourse to the CVM in case of denial of the request by the company's administration.

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

I. The provision of Article 100, paragraph 1, does not oblige the open company to provide a certificate of entries in the corporate books when the request is justified by facilitating the mobilization of shareholders to discuss topics related to the company and to participate in general meetings;
II. The request formulated based on this provision must present specific justification, even if brief, to legitimize its approval, and such justification must identify (i) the right to be defended or the situation of personal interest to be clarified, and (ii) to what extent the disclosure of the entries in the corporate books is necessary for the clarification of the situation of personal interest or defense of the right in question;

III. The company is obliged to provide a certificate of entries that are necessary and sufficient for the clarification of the situation of personal interest or the defense of the right identified in the request;
IV. 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;
V. Thus, the provision of the complete list of shareholders is imposed, based on this provision, in the scenarios in which shareholders must act jointly to defend a right, due to the law or the bylaws establishing a minimum quorum for petitioning before the Judiciary, Public Administration, or the company's bodies. Examples of this would be the liability action to be proposed by shareholders (Article 159, paragraph 4, of the LSA), the action for full exhibition of the company's books (Article 105, paragraph 4, of the LSA), and, furthermore, the request for a list aimed at facilitating the formation of the quorum necessary for the convening of 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.
VI. For the same reason, it is also justified, in light of the provision of Article 100, paragraph 1, the granting of the complete list in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder.
VII. Outside the scenarios of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the corporate books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Article 100, paragraph 1, of the LSA.

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

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

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

ARTICLE 203 OF LAW NO. 6,404/76

Article 203 of Law No. 6,404/76 determines that the provisions in Articles 194 to 197 and 202 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 provided for in paragraph 5 of Article 202 of Law No. 6,404/76, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, the fixed or minimum dividends must be distributed.

ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

In the meeting held on 04/11/2006, 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 (both available on the CVM's page), summarized below.

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

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

It is worth alerting that CVM Instruction No. 481/09, applicable to open companies registered in Category A, provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent by the date of publication of the first notice of convening, unless Law No. 6,404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

It is worth noting that CVM Instruction No. 481/09, applicable to open companies registered in Category A, provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at a minimum, the information indicated in items 12.6 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see item 14.2).

With regard to 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 EGM) and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, it is mandatory to send all documents necessary for the exercise of voting rights at general meetings.

Thus, sufficient information about the candidates must be provided, in order to allow shareholders to deliberate on the matter.

Such information must be provided by companies registered in Categories A and B in the manner established in items 10 or 14.2, as applicable.

INSTALLATION OF THE FISCAL COUNCIL AND ELECTION OF ITS MEMBERS

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

In interpreting this provision, the CVM exposed its understanding, through CVM Orientation Opinion No. 19/90, to the effect that in order for the right attributed by law to preferred shareholders not to become merely nominal, it must be understood that, in the separate vote of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to supervise and in a non-equitable representation of interests, often contrary, which the law sought to protect.

In this sense, the understanding of the SEP, in consonance with the provisions of Orientation Opinion No. 19/90, is that, in the separate election for the Fiscal Council by preferred shareholders (Article 161 of Law No. 6.404/76), no shareholders who do not fall within the concept of minority that the law sought to protect should participate (be elected), that is, in addition to the controllers, persons linked to them should also not participate.

As provided in paragraph 2 of Article 161 of Law No. 6.404/76, the Fiscal Council, when its operation is not permanent, shall be installed by the General Meeting upon request by shareholders representing, at minimum, 0.1 (one tenth) of the shares with voting rights, or 5% (five percent) of the shares without voting rights, and each period of its operation shall end at the first ordinary General Meeting after its installation.

CVM Instruction No. 324/00 establishes a scale reducing, based on share capital, the minimum percentages of share participation necessary to request the installation of the Fiscal Council of a publicly held company provided for in paragraph 2 of Article 161 of Law No. 6.404/76.

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

Once the installation is approved, the election of its members becomes mandatory. However, the percentage of share participation for the separate election, referred to in paragraph 4(a) of Article 161 of Law 6.404/76, cannot be reduced by the CVM, as it does not fall under one of the hypotheses provided for in Article 291 of the same law.

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

Furthermore, it is worth highlighting the understanding issued in the meetings of 05/06/2008 and 09/23/2008, by the CVM Collegiate Body, 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 a separate vote, a member and respective alternate of the Fiscal Council, but rather to the number of shares with voting rights held by all minority shareholders of the company.

It is also alerted that CVM Instruction No. 481/09 provides that whenever the General Meeting is convened to elect administrators or members of the Fiscal Council, the company registered in category A must provide, at minimum, the information indicated in items 12.6 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by the controlling shareholders.

For their part, publicly held companies registered in category B must, in line with the provisions of Article 135, item V of Law No. 6.404/76 (in the case of OGM) and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, send all documents necessary for the exercise of the right to vote in General Meetings, providing sufficient information about the candidates, in order to allow shareholders to deliberate on the matter.

Such information must be provided by companies registered in categories A and B in the manner established in items 10 or 14.2, as applicable.

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

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

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 projections and estimates previously disclosed (paragraph 3).

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

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

It is 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).

If the company uses calculated financial metrics, such as EBITDA - earnings before interest, taxes, depreciation, and amortization, it must present the reconciliation with the accounting items expressed directly in the financial statements, in accordance with a specific standard dealing with the matter.

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

EARLY DISCLOSURE OF FINANCIAL INFORMATION
If the company opts, exceptionally, for the early disclosure of financial information, it must emphasize that they are preliminary information, informing, even, whether they have been, or not, audited.

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

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

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

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

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

Retention of Profits
Art. 196. The General Meeting may, upon proposal of the administration bodies, deliberate to retain a portion of the net profit of the fiscal year provided for in a capital budget previously approved by it.

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

§ 2º The budget may be approved by the ordinary General Meeting that deliberates on the balance sheet of the fiscal year and reviewed annually, when its duration exceeds one fiscal year.

Regarding issuers registered in category A, it is alerted that CVM Instruction No. 481/09 requires, through item II of paragraph 1 of Article 9 and item 15 of Annex 9-1-II, that, if there is a proposal for retention of profits provided for in a capital budget, the company must make available to shareholders, up to one month before the date set for the holding of the OGM, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with Article 196 of Law No. 6.404/76.

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

The capital budget must be sent to the CVM, via IPE System, category "Assembly", type "OGM" or "OGM/E", species "Administration Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided in Article 25, paragraph 1, item IV, of CVM Instruction No. 480/09 (see item 10).

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

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

It is worth highlighting that this orientation is in line with the decision of the Collegiate Body in a meeting of 05/03/2006 (available on the CVM website), in response to the inquiry of the SEP regarding the share base to be used in the cited cases.

INFORMATION AND DOCUMENTS TO BE DISCLOSED IN OPERATIONS OF:
29.1. Merger, consolidation, and spin-off
The administration bodies or partners of the societies involved in operations of merger, consolidation of shares, merger, or spin-off must sign a protocol which will contain the conditions of the operation, with the minimum information listed in the items of Article 224 of Law No. 6.404/76.

Such operations will be submitted to the deliberation of the General Meeting of the companies through justification, in which the information contained in the items of Article 225 of the Corporate Law will be exposed.

In the case of merger by the controlling company, of a controlled company, the justification presented to the General Meeting of the controlled company must contain, in addition to the information provided for in Articles 224 and 225, the calculation of the substitution ratios of the shares of the non-controlling shareholders of the controlled company based on the value of the net equity of the shares of the controlling and controlled companies, with both net equities valued according to the same criteria and on the same date, at market prices, or based on another criterion accepted by the Securities and Exchange Commission, in the case of publicly held companies (Article 264 of Law No. 6.404/76).

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

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

The substitution ratios must be disclosed by the company both in the relevant fact (Article 2, paragraph 1, item III, of CVM Instruction No. 319/99), as well as in the Protocol (Article 224 of Law No. 6.404/76), highlighting that the criteria used and the values that served as the basis for the calculation of the substitution ratios must also be disclosed. Moreover, it is important to emphasize that the identification, in the relevant fact, of the experts or specialized company to evaluate the net equity of the company and the declaration of the existence or not, regarding the same, of any conflict or community of interests, current or potential, with the controller of the company, or with respect to minority shareholder(s) of the same, or regarding another society involved, its respective partners, or concerning the operation itself (Article 2, paragraph 1, item XIV, of CVM Instruction No. 319/99) does not coincide with the information referred to in Article 5 of CVM Instruction No. 319/99, which must be provided by the companies and professionals themselves who have provided services related to the operation.

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

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

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

It is worth noting, furthermore, that the recommendations of Orientation Opinion No. 35/08 apply to operations of merger, consolidation, and consolidation of shares involving a controlling society and its controlled companies or societies under common control. Thus, although the procedures described in the cited opinion are not exclusive or exhaustive, the CVM understands that their adoption is an adequate form of fulfilling 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 Autarchy on 05/27/2009, in the sense that the recommendation contained in the cited opinion refers to the constitution of an independent committee for negotiating the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such a body.

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

Finally, in cases where the operation of merger, consolidation, or spin-off entails the right of withdrawal, 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 said instruction, in the manner described in item 14.2.

29.1.1. Requests for waiver of compliance with requirements – CVM Deliberation No. 559/08
On 11/18/08, CVM Deliberation No. 559/08 was issued, which attributed competence to the Superintendency of Corporate Relations to express the CVM's opinion regarding the recognition of situations where its action to require compliance with certain requirements is not justified, in cases of operations involving a publicly held company related to the merger of a controlled company by a controlling company, merger of a controlling company by a controlled company, merger of a controlling company with a controlled company, merger of shares of a controlled or controlling company, or merger, consolidation, and consolidation of shares of societies under common control, provided that the requirements listed in this Deliberation are present.

The SEP's manifestation in these cases may refer only to the non-need to observe 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 net equities valued according to the same criteria and on the same date, at market prices, in accordance with Art. 264 of Law No. 6.404, of 1976; b) publication, in the press, of the Relevant Fact referred to in Art. 2 of CVM Instruction No. 319, of 1999; and c) preparation of financial statements audited by an independent auditor registered with the CVM, in accordance with Art. 12 of CVM Instruction No. 319, of 1999.

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

It is up to the Company to evaluate whether a certain decision, act, or fact constitutes or does not constitute relevant information that should be disclosed in accordance with CVM Instruction No. 358/02.

29.2. Acquisition of a commercial society by a publicly held company
Article 256 of Law No. 6.404/76 determines that the purchase, by a publicly held company, of the control of any commercial society, will depend on the deliberation of the General Meeting of the purchaser, specially convened to know the operation, whenever:

I. The purchase price constitutes, for the purchaser, a relevant investment (Article 247, sole paragraph); or
II. The average price of each share or quota exceeds one and a half times the largest of the three values indicated below:
(a) Average quotation of shares in the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of the contract; (b) Value of net equity (Article 248) of the share or quota, with the net equity valued at market prices (Article 183, paragraph 1); (c) Value of the net profit of the share or quota, which may not exceed fifteen times the annual net profit per share (Article 187, VII) in the last two fiscal years, monetarily updated.

In principle, the aforementioned article does not apply to operations in which publicly held companies acquire commercial societies through their controlled, affiliated, or wholly-owned subsidiaries, which are closed companies or present another corporate type.

Nevertheless, in the analysis of concrete situations, controllers and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that a certain "vehicle" company was used in the acquisition of control of other societies to the detriment of the legitimate interests of the other shareholders of the publicly held company.

Additionally, in its paragraph 2, Article 256 provides that "if the acquisition price exceeds one and a half times the largest of the three values referred to in item II of the caput [average quotation, net value adjusted to market, and 15 times the average of the annual net profit per share of the last two fiscal years], the dissenting shareholder of the deliberation of the assembly 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, observed the provisions of its item II".

In view of the above, when disclosing the acquisition of a commercial society, the publicly held company must inform whether the said acquisition was carried out by the publicly held company itself or through a controlled, affiliated, or wholly-owned subsidiary, as well as whether the operation will be submitted to the deliberation of the General Meeting of shareholders and whether it will entail the right of withdrawal for its shareholders, as provided for in the aforementioned Article 256.

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

If the operation is to be the object of assembly deliberation, the period in which the assembly is intended to be held must be informed. Companies registered in category A must, as provided in Article 19 of CVM Instruction No. 481/09, disclose the information provided for in Annex 19 to the said Instruction, in the manner provided for in item 14.2.

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

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

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 at the first General Meeting to occur after the concretization 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

shareholder resolution, to be convened for ratification of such acquisition (see item 29.4 below); (b) the reimbursement value, in Brazilian Reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest their position.

In these cases, open capital companies registered in Category A must also, as provided in article 20 of CVM Instruction No. 481/09, disclose the information set forth in Annex 20 to said instruction, in the manner provided in item 14.2.

29.3. Share Conversion

In cases of share conversion, without prejudice to the provisions of CVM Instruction No. 358/02, the management proposal, to be sent via the IPE System, category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Management Proposal", subject "Share Conversion", must contain all relevant information, as well as be accompanied by all documents necessary for shareholders' decision-making, such as the reasons or purposes of the operation; the mandatory or optional nature of the operation and the eligibility for the dissenters' buyout right; the conversion ratio between the classes or species of shares; the criterion for determining said conversion ratio; and the justification for adopting said criterion in the conversion operation.

29.4. Right of Withdrawal (Recesso)

Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific hypotheses, such as those provided for in articles 137, 252, 256 and 264.

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

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

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

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

Article 137, item II, of Law No. 6.404/76 provides that, in the cases mentioned in items IV and V of article 136 of the same law, the holder of shares of a species or class that has liquidity and dispersion in the market shall not have the right of withdrawal, considering that:

I. Liquidity exists 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 (CVM);

II. Dispersion exists when the controlling shareholder, the controlling company or other companies under its control hold less than half of the species or class of shares.

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

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

For this reason, the management's decision to reconsider the resolution of the AGO and/or AGESP, 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 management's decision to ratify said resolution must, as a rule, be the subject of a Market Communication.

Open capital companies registered in Category A must, as provided in article 20 of CVM Instruction No. 481/09, disclose the information set forth in Annex 20 to said instruction, in the manner established in item 14.2 of this Circular Letter.

29.5. Capital Increase

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

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

II. Main characteristics of the operation: number of shares to be issued by species and potential dilution of shareholding; issue price; criterion adopted for determining the issue price and detailed information on the economic aspects that underpinned the choice of this criterion; deadlines and procedures to be observed by shareholders in exercising the right of preference and in the subscription and payment of the issued shares; and treatment regarding surpluses of unsubscribed securities (in accordance with paragraph 7 of article 171 of Law No. 6.404/76);

III. Valuation Report and other documents that supported the fixing of the issue price;

IV. Copy of the Fiscal Council's opinion, if it is in operation, with dissenting votes, if applicable;

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

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

Open capital companies registered in Category A must, as provided in article 14 of CVM Instruction No. 481/09, disclose the information set forth in Annex 14 to said instruction, in the manner provided in item 14.2.

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

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

Finally, it is emphasized that the documents and information mentioned above must be sent via the IPE System, in the manner established in item 14.2 of this Circular Letter.

29.6. Share Consolidation (Grupamento)

In the case of share consolidation, in the Relevant Fact disclosing the operation, the procedures to be adopted must be detailed in order to ensure shareholders the option to remain part of the shareholder body with at least one new unit of capital, if such shareholders manifest such intention within the deadline established in the general meeting that deliberated the consolidation.

SURPLUS SHARES IN CAPITAL INCREASE WITH CREDITS

As provided in article 171, paragraph 2, of Law No. 6.404/76, in a capital increase through capitalization of credits or subscription in goods, the right of preference is always ensured 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, which establishes that the body deliberating on the increase must dispose of the surpluses, either (i) ordering their sale on the exchange, for the benefit of the company, or (ii) allocating them, in proportion to the subscribed values, among shareholders who requested, in the subscription form or list, a reserve of surpluses.

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

In this sense, such surpluses must be allocated among shareholders, in proportion to the subscribed values, 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 credit holder, there is no talk of surpluses, does not prevail.

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

TRADING WITH SELF-ISSUED SHARES

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

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

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

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

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

Regarding the use of balances from the reserves and current fiscal year profit accounts as collateral for transactions acquiring self-issued shares, determined through interim financial information, we alert that the CVM Collegiate, in the meeting held on 11/25/2008 (available on the CVM website), understood their use to be appropriate, supported by Law No. 6.404/76.

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

I. Segregation of values that, if it were the end of the fiscal year, would have to be set aside for coverage of necessarily constituted reserves and mandatorily exigible dividends, such as legal, statutory and profits to be realized reserves, as well as the amount that would be destined for fixed or minimum (including cumulative) dividends and mandatory dividends;

II. Any other necessary retentions must be considered so that the value to be used for the payment of dividends and the shares to be repurchased is fully backed by realized profits (financially available or very proximally available);

III. The company's past regarding the typical behavior of the result in the remaining phase of the fiscal year and a projection for the result of the ongoing fiscal year must be considered, in order to demonstrate all the prudence expected from the management of an open company in this situation. If this projection is not disclosed by the Company, the Board of Directors must declare that it has received all these data and declare itself comfortable regarding the use of the intended values for the acquisition of own shares; and

IV. The use of the result of the ongoing fiscal year for projected result values is prohibited in any hypothesis.

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

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

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

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

BONUS ISSUANCE OF TREASURY SHARES

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

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

COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUANCE OF DEBENTURES

Law No. 12.431/11 gave a new wording to article 59, paragraph 1, of Law No. 6.404/76, so that this provision now establishes that, in an open capital company, the Board of Directors may deliberate on the issuance of debentures not convertible into shares, unless there is a contrary statutory provision.

Regarding this, according to the Collegiate decision of 12/13/2011, this new wording has immediate and unconditional applicability. That is, in the absence of a statutory provision that prevents deliberation by the Board, the new legal text is in force and is capable of producing all its effects, so that the Boards of Directors of open capital companies can now, immediately, deliberate on the issuance of debentures not convertible into shares.

ARTICLE 143 OF LAW NO. 6.404/76

When consolidating the articles of incorporation, companies must pay attention to the provisions of article 143 of Law No. 6.404/76, regarding the composition of the executive board of a corporation.

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

Therefore, it is recommended that those companies whose articles of incorporation 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 articles of incorporation in question) to correct any gaps that may exist in their respective articles of incorporation.

ELECTION OF SUBSTITUTE MEMBERS OF THE FISCAL COUNCIL - ARTICLE 161, PARAGRAPH 1, OF LAW NO. 6.404/76

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

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

APPEALS AGAINST DECISIONS OR MANIFESTATIONS OF UNDERSTANDING OF SEP

In accordance with CVM Resolution No. 463/03, the deadline to appeal to the Collegiate the decisions issued by the CVM Superintendents is 15 (fifteen) days from the date the interested party becomes aware of the decision.

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

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

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

It should be noted that the CVM Collegiate, in a decision of 11/23/2010, manifested itself in the sense that such provision does not apply to cases involving coercive fines.

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

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

ISSUER QUERIES

Queries regarding the application of norms and regulations issued by CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 and subsequent amendments must be sent in writing, via protocol, by the Director of Investor Relations or a person equivalent to SEP, with the identification of the issuer. If the query is made by legal representatives of the issuers, it must be accompanied by their respective powers of representation.

The formulation of the query must be clear regarding its object, avoiding generic form and theoretical queries, oriented in the sense that all elements and arguments deemed important for the conclusive manifestation of CVM are presented.

Queries on accounting matters must be accompanied by the opinion of the independent auditor on the subject, in accordance with item 28.1 of CVM/SNC/SEP Circular Letter No. 001/07.

It should be highlighted that the presentation of a query by the issuer does not exempt it from complying, within the due deadlines, with legal and regulatory obligations, even if they are the object of the formulated query.

COMMUNICATIONS WITH SEP

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

In this sense, it is worth highlighting that the sending of such correspondence via the IPE System, when not expressly requested by SEP, has been used by some companies, causing, at times, embarrassment to their own management or

difficulty in monitoring responses to requests or manifestations by this Superintendency.

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

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

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

REQUESTS FOR MEETINGS WITH PRIVATE PARTIES
In line with Decree No. 4,334, of August 12, 2002, requests to schedule meetings with organizational components of the CVM must be submitted electronically, through the CVM website, selecting the option MEETING WITH PRIVATE PARTIES.

In this request, there must be a clear specification of the subject to be discussed, with the necessary condition, in the case of issuer inquiries, that they be previously forwarded, as described in item 37.

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

It should also be noted, Article 46 of Law No. 9,784/99 – which regulates the administrative process within the Federal Public Administration – guarantees interested parties the right to view the process and to obtain certificates or reprographic copies of the data and documents that comprise it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

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

In April 2005, the Agency regulated, through CVM Resolution No. 481/05, the granting of access to files of administrative processes of any nature established within the CVM.

Requests to view processes pending before this Agency must be submitted by presenting a signed petition, specifying that it concerns the granting of access and/or copies, with the qualification of the signatories and, in the case of company representatives, accompanied by the respective powers of attorney.

In accordance with paragraph 1 of Article 3 of CVM Resolution No. 481/05, the request must specify the petitioner's interest in obtaining access to the files, except when it concerns a defendant in an administrative sanctioning process, in which case access will always be granted.

The granting depends on authorization by the head of the Superintendency responsible for conducting the administrative process or by the Rapporteur, if there is a pending appeal or decision by the Collegiate Body, and the postponement of the granting of access is permitted 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 established due to requests for postponement of general meetings of open companies or interruption of the running of the period for their convening, in accordance with CVM Instruction No. 372/02, the granting of access will not be admitted while the process is pending decision, except for the right of access to the files by the company within the period for its manifestation, as provided in Article 4 of CVM Resolution No. 481/05.

Furthermore, processes established to investigate 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 petitioner has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of access will be mandatory.

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

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

In administrative sanctioning processes, defendants will be admitted to access upon petition directed: (i) to the Process Control Coordination, in processes governed by CMN Resolution No. 454/77; or (ii) to the Superintendency that established 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.

Requests for access will be analyzed on a case-by-case basis, and in the event of denial of the request, the petitioners may appeal to the CVM Collegiate Body, in accordance with CVM Resolution No. 463/03.

According to Article 3, paragraph 3, of CVM Resolution No. 481/05, if the decision of denial is issued by the Rapporteur, an appeal against his decision may be filed to the Collegiate Body within 5 (five) days, counted from the date the interested party is notified.

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

COMMITMENT TERM
The Commitment Term, in accordance with paragraphs 5 to 8 of Article 11 of Law No. 6,385/76 and CVM Resolution No. 390/01, may be signed between the investigated or accused party and the Securities and Exchange Commission, at the discretion of the CVM, observing the public interest.

It should be highlighted initially that, in accordance with paragraph 3 of Article 7 of CVM Resolution No. 390/01, the presentation of a proposal for a commitment term will be admitted even in the preliminary investigation phase.

In the case of an administrative sanctioning process, Article 7 of CVM Resolution No. 390/01 provides that the interested party in concluding a Commitment Term must manifest this intention by the end of the period for presenting a defense, without prejudice to the burden of presenting such defense. They must also present the Complete Proposal for Commitment Term to the Administrative Process Control Coordination – CCP, within 30 days after the presentation of the defense.

In exceptional cases, in which it is understood that public interest determines the analysis of a proposal for the conclusion of a commitment term presented outside the aforementioned period, such as those involving the offer of substantial compensation to those harmed by the conduct subject to the process and the modification of the factual situation existing at the end of the said period, the Collegiate Body will examine the request.

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

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

EMPRESAS.NET SYSTEM
Through the Empresas.net System, the Registration Form, Reference Form, DFP, and ITR must be forwarded to the CVM.

The download of the program can be done through the CVM website on the worldwide web (http://www.cvm.gov.br, MARKET PARTICIPANTS section, DOCUMENT SUBMISSION item, EMPRESAS.NET subitem), as well as on the BM&FBOVESPA website (http://www.bmfbovespa.com.br, SHARES section, COMPANIES item, subitem FOR COMPANIES, subitem For Listed Cos, subitem EMPRESAS.NET).

It is clarified, finally, that doubts regarding the installation and use of the Empresas.Net System can be clarified with the BM&FBOVESPA Service Center (CAB) by phone (11) 2565-5000 or email address: cab@bvmf.com.br. Doubts regarding the content of the DFP, ITR, Registration, and Reference Forms can be forwarded to the CVM, by the email address: sep-consultas@cvm.gov.br.

CVMWEB SYSTEM
With the entry into force of CVM Instruction No. 480/09 and the availability of the Empresas.net System, the obligation to update the registration data of open and foreign companies must be done through the update of the Registration Form.

Notwithstanding, the update of registration data through the CVMWEB System remains available.

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

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

Finally, it is worth highlighting that the CVMWEB System is also used to access the functionality of appealing fines through the CVM website.

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

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

The procedures for using login/password and sending documents are independent of whether the open company is registered in that exchange or not.

To send a document through this option, simply access the BM&FBOVESPA website (www.bmfbovespa.com.br), select the profile Companies and Issuers, then For Listed Cos, link IPE – Document Submission.

The link for this address is https://seguro.bmfbovespa.com.br/ipe/index.asp.

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

The documents and information sent are available simultaneously on the CVM and BM&FBOVESPA websites, in the case of companies registered there, except for the communication form provided for in Article 11 (individual) of CVM Instruction No. 358/02 (see item 14.7).

With the purpose of accommodating market demand and promoting the adequate dissemination of corporate information, the following new types have recently been created:

I. "Information on the Continuous Distribution Program (Annex X of CVM Instruction No. 400/03)", for the filing of information required in item V of Article 13-B of CVM Instruction No. 400/03, with the wording given by CVM Instruction No. 488/2011;

II. "Internal Regulations of the Statutory Audit Committee", for the filing of the internal regulations of the Statutory Audit Committee and its eventual alterations, within 7 (seven) business days counted from its installation or the approval of alterations by the board of directors, as demanded in item XXXI of Article 30 and item XXII of Article 31 of CVM Instruction 480/09, with the wording given by CVM Instruction No. 509/2011;
and

III. "Sustainability Report", for the voluntary filing of this report by issuers who prepare it.

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

Finally, it is worth noting that, regardless of the submission of the Registration Form, the DRI data must also be updated through the IPE System, in the "DRI Registration" module.

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 referred processes is done in a manner similar to that established by Article 184, caput, of Law No. 5,869/73.

Thus, in the calculation of the deadline, the starting day must be excluded and the expiration day included. Deadlines begin to run from the moment of official notification, which can be carried out, as provided in Article 11 of CVM Instruction No. 452/07 and Article 61 of CVM Instruction No. 480/09, through the sending of a letter with Acknowledgment of Receipt, fax, or electronic message, and the deadline begins to count 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, process acts must be performed on business days, during normal business hours of the agency where the process is pending.

Thus, on dates when the business at the CVM headquarters is partial, with closure before normal hours, deadlines will be extended until the next business day.

On the other hand, when there is partial business at the CVM headquarters and the business ends at the normal hour, in accordance with Article 66, paragraph 1, of Law No. 9,784/99, this day will be considered in the deadline in progress.

It should be noted that the protocol of documentation directed to the Department of Corporate Relations or its respective Management Units in a city other than its location, although admissible, does not influence the calculation of the deadline, which will continue to be governed by the location of the CVM headquarters.

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 effect in the country must be translated into Portuguese, the official language in Brazil, so that all information and documents presented through the IPE and Empresas.net systems must be translated into the Portuguese language.

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

Sincerely,

FERNANDO SOARES VIEIRA
Department of Corporate Relations Superintendent

Circular Letter CVM/SEP 02/2012: General Guidelines on Procedures for Publicly Traded and Foreign Companies

Lineage: In force