Circular Letter CVM/SEP 02/2020

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

CIRCULAR LETTER/CVM/SEP No. 2/2020
Rio de Janeiro, February 28, 2020.

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

Dear Director of Investor Relations/Legal Representative,

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

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

This instrument consolidates the Circular Letters previously issued by the SEP, however, it does not dispense with reading the applicable norms and monitoring the decisions of the CVM Collegiate Board, and the update of corporate legislation and regulation, especially those occurring after the present date, must be observed.

In addition to reading this Circular Letter, it is recommended:

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

b) regarding other matters, consulting the Circular Letters issued by the other CVM superintendencies, especially when it concerns a Joint Circular Letter with the SEP;

c) regarding regulation issued by the CVM, consulting the reports of public hearings, on the CVM website;

d) regarding best corporate governance practices, consulting the Brazilian Corporate Governance Code; and

e) regarding socio-environmental issues, reading: (i) the Sustainability Guide for Companies, from the Brazilian Corporate Governance Institute (IBGC), available at http://www.ibgc.org.br/userfiles/4.pdf; (ii) the guide New Value – Sustainability in Companies: How to start, who to involve and what to prioritize, from B3, available at http://www.b3.com.br/data/files/1A/D7/91/AF/132F561060F89E56AC094EA8/Guia-paraempresas-listadas.pdf; and (iii) the publication Capital Markets and SDGs in partnership with B3, CVM, GRI and UN Global Compact Brazil Network, available at http://www.b3.com.br/data/files/51/94/4D/DC/A4887610F157B776AC094EA8/Mercado_de_Capitais_e_ODS.pdf.

Finally, it is also recommended to consult the pronouncements issued by CODIM, available at http://www.codim.org.br/.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

Table of Contents

1 The Department of Corporate Relations .......................................................... 13
2 Issuer Registration .................................................................................................... 16
2.1 Issuer Categories......................................................................................................................16
2.2 Issuer Registration Request.............................................................................................................17
2.2.1 .Obtaining login, password, and code by new companies for use of the Empresas.NET System......................................................................................................................18
2.2.2 .Inclusion of the company in the Empresas.NET System ................................................................18
2.2.3 .Sending documents............................................................................................................18
2.2.4 .Resubmission of documents............................................................................................19
2.2.5 .After the granting of open company registration..............................................................19
2.2.6 .General Guidelines .................................................................................................................19
2.3 Registration Update........................................................................................................................21
2.4 Foreign Issuers........................................................................................................................21
2.5 Requests for Category Conversion...................................................................................................23
2.6 Consequences of Non-Delivery of Information .................................................................................23
2.6.1 .Coercive Fines...............................................................................................................24
2.6.2 .Publication of the list of delinquent issuers...............................................................26
2.6.3 .Ex Officio Suspension of Issuer Registration...........................................................................26
2.6.4 .Ex Officio Cancellation of Issuer Registration due to Information Delinquency.............26
2.6.5 .Administrative Sanction Process.....................................................................................27
2.7 Other Grounds for Cancellation of Registration ..................................................................................27
2.7.1 .Voluntary Cancellation of Registration.....................................................................................27
2.7.2 .Ex Officio Cancellation of Issuer Registration due to its Extinction.........................30
3 Periodic Information............................................................................................... 31
3.1 Management Report .................................................................................................................31
3.2 Financial Statements.................................................................................................................32
3.2.1 .Financial Institutions Authorized to Operate by the Central Bank of Brazil......................36
3.2.2 .Advance Disclosure of Financial Information...............................................................38
3.2.3 .Capital Budget .............................................................................................................38
3.3 Periodic Forms........................................................................................................................39
3.3.1 .Registration Form...............................................................................................................39
3.3.2 .Reference Form........................................................................................................40

a. Annual Delivery of the Form...........................................................................................................40
b. Update of the Reference Form .......................................................................................41
c. Resubmission of the Reference Form due to Public Distribution Registration .................43
3.3.3 .Standardized Financial Statements – DFP...................................................................44
3.3.4 .Quarterly Information – ITR................................................................................................45
3.3.5 .Securitization Company Report.....................................................................................................47
3.3.6 .Report on Brazilian Corporate Governance Code – Open Companies48
3.4 Ordinary General Meeting – OGM.......................................................................................................48
3.4.1 .Notice of Article 133 of Law No. 6.404/76.......................................................................49
3.4.2 .Management Proposal for OGM ....................................................................................49
a. Issuers registered in Category A to which CVM Instruction No. 481/09 applies...................................................................................................................................................49
b. Issuers registered in Category B and in Category A to which CVM Instruction No. 481/09 does not apply .....................................................................................................................54
3.4.3 .Notice of Convocation of OGM.................................................................................................54
3.4.4 .Summary and Minutes of the OGM.....................................................................................................56
3.4.5 .Remuneration of Administrators/Fiscal Councilors.......................................................57
3.5 Report and Communications of the Fiduciary Agent ..................................................................................58
4 Main Occasional Information................................................................................ 59
4.1 Material Act and Fact.............................................................................................................................59
4.1.1 .Distinction between Material Fact and Market Communication..................................................63
4.2 Extraordinary General Meeting (EGM), Special Assembly (AGESP), Debenture Holders’ Assembly (AGDEB) and Assembly of Holders of Agricultural Receivable Certificates (AGCRA) or Real Estate (AGCRI)..................................................................................................................64
4.2.1 .Notice of Convocation of EGM, AGESP, AGDEB, AGCRA or AGCRI ..........................................64
4.2.2 .Management Proposal for EGM, AGESP, AGDEB, AGCRA or AGCRI..............................67
a. Management Proposal – Category A – companies authorized by a market administrator entity to trade shares on a stock exchange and possessing circulating shares......................................................................................................................................................67
b. Management Proposal – Category B and companies in Category A to which CVM Instruction No. 481/09 does not apply .................................................................................................71
4.2.3 .Summary and Minutes of the EGM, AGESP, AGDEB, AGCRA or AGCRI......................................................71
4.3 Projections.............................................................................................................................................72
4.4 Shareholders’ Agreement ...........................................................................................................................74
4.5 Group Convention............................................................................................................................75
4.6 Bankruptcy Requests and Judgments..........................................................................................................75

4.7 Requests and Judgments Involving Judicial and Extrajudicial Recovery ...............................................75
4.8 Negotiations by Administrators, Persons Related to Them, and Subsidiaries, Affiliates, and the Company Itself with Securities Issued by the Company...............................................76
4.9 Significant Negotiations.......................................................................................................................78
4.9.1 .Recipient of the Obligation ......................................................................................................79
4.9.2 .Object of the Significant Participation...........................................................................................79
a. Shares...............................................................................................................................................79
b. Derivative Financial Instruments and Other Securities Referenced in Shares.....................................................................................................................................................79
c. ADR, GDR, and BDR ..............................................................................................................................80
d. Share Lending......................................................................................................................81
e. Indirect Participation .......................................................................................................................81
4.9.3 .Calculation of Increase or Decrease in Participation...................................................................82
4.9.4 .Group of Persons Acting in Concert or Representing the Same Interest ....................84
4.9.5 .Responsibility of the Administrator or Manager.......................................................................85
4.9.6 .Time and Form of Disclosure ...........................................................................................86
4.9.7 .Content of the Declaration of Increase and Decrease in Participation .........................................87
4.9.8 .Disclosure of the Declaration by Non-Resident Investor ........................................................87
4.10 Trading Policy.........................................................................................................................88
4.11 Investment Plan.........................................................................................................................88
4.12 Disclosure Policy..........................................................................................................................90
4.13 Bylaws .....................................................................................................................................91
4.14 Meetings of the Board of Directors and Fiscal Council ............................................................92
4.15 Communication of Change of Auditor.................................................................................................92
4.16 Communication Regarding Transactions Between Related Parties ................................................................93
4.17 Communication Regarding Indemnity Contracts ..............................................................................98
4.18 Share-Based Remuneration Plans ......................................................................................98
4.19 Results Release..........................................................................................................................98
4.20 Presentation Material to Analysts / Market Agents .............................................................99
4.21 Market Maker.........................................................................................................................99
4.22 Installation of the Statutory Audit Committee and Election of Its Members ....................................100
5 Common Guidelines for Periodic and Occasional Information ......................................100
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3).......................................................100
5.2 General Guidelines.............................................................................................................................101
5.3 Obligation to Maintain a Website..................................................................................................103

5.4 Confidentiality Request .............................................................................................................103
5.5 Documents in Foreign Language ..................................................................................................104
6 Special Rules on Issuers...............................................................................105
6.1 Issuers with High Market Exposure..................................................................................105
6.2 Issuers in Special Situation ........................................................................................................105
6.2.1 .Issuers in Extrajudicial Recovery ..............................................................................105
6.2.2 .Issuers in Judicial Recovery ......................................................................................106
6.2.3 .Issuers in Bankruptcy ..........................................................................................................107
6.2.4 .Issuers in Liquidation ......................................................................................................107
7 Relevant Corporate Events and Other Guidelines.................................................108
7.1 Common Guidelines for Ordinary and Extraordinary General Meetings.........................................108
7.1.1 .Shareholder Representation in Assembly .......................................................................108
7.1.2 .Public Requests for Proxy...........................................................................................109
7.1.3 .Request for List of Shareholder Addresses (Art. 126, § 3º, of Law No. 6.404/76).........................................................................................................................................111
7.1.4 .Installation of the Fiscal Council and Election of Its Members..................................................112
7.1.5 .Election of Members of the Board of Directors ...........................................................116
7.1.6 .Remote Voting – CVM Instruction No. 481/09 .......................................................................120
a. Scope of CVM Instruction No. 481/09 ...........................................................................................120
b. Remote Voting Bulletin ..........................................................................................................122
b.1 Frequent Filling Doubts ........................................................................................126
b.2 CI.CORP System and Integration with the Empresas.NET System ......................................................127
c. Remote Voting Exercised Through Service Providers ....................................................128
d. Remote Voting Exercised Directly .........................................................................................129
e. Calculation of Votes in the General Meeting.......................................................................................130
f. Presentation of Documents – Demonstrative Table ..............................................................132
7.1.7 .Abuse of Voting Rights and Conflict of Interests (Art. 115, § 1º, of Law No. 6.404/76).........................................................................................................................................132
7.2 Merger, Consolidation, and Spin-Off...............................................................................................................133
7.3 Acquisition of Commercial Company by Open Company................................................................136
7.4 Conversion of Shares...........................................................................................................................138
7.5 Right of Withdrawal..............................................................................................................................138
7.6 Capital Increase by Private Subscription......................................................................................139
7.6.1 .Surplus Shares in Capital Increase with Credits........................................................142
7.7 Capital Reduction ............................................................................................................................142

7.8 Share grouping.......................................................................................................................143
7.9 Trading blackout period.....................................................................................................144
7.10 Transactions between related parties...............................................................................................146
7.11 Indemnity commitments ...........................................................................................................149
7.12 Trading in own-issued shares ......................................................................................151
7.12.1Competence for approval...............................................................................................152
7.12.2Limitations.............................................................................................................................153
7.12.3Economic and political rights of treasury shares....................................................155
7.12.4Monthly information on transactions carried out.....................................................................155
7.13 Preferred share dividends (article 203 of Law No. 6.404/76) .................................................155
7.14 Communication regarding non-payment of mandatory dividend due to the company's
financial situation...........................................................................................................................156
7.15 Late, corrective, or supplementary declarations of dividends............................................156
7.16 Competence of the board of directors to deliberate on the issuance of debentures............156
7.17 Composition of the executive board ...................................................................................................156
7.18 Request for certificates of entries in the corporate books (article 100 of Law
No. 6.404/76)..............................................................................................................................................157
7.19 Admission of shareholders in a wholly-owned subsidiary (article 253 of Law No. 6.404/76) .............................160
8 Complaints, Appeals, Inquiries, Requests for Interruption or Suspension of
General Meetings, Communications, Hearings, and Requests to Review Cases.............................161
8.1 Complaints involving public companies ................................................................................161
8.2 Appeals against decisions or statements of understanding by SEP ............................................162
8.3 Inquiries by public, foreign, and incentivized companies.......................................................163
8.4 Requests for interruption or suspension of the deadline for convening a general meeting ..............................163
8.5 Communications with SEP ..................................................................................................................164
8.6 Requests for hearings by individuals..........................................................................................165
8.7 Request to review a case..............................................................................................................165
8.8 Term of commitment.....................................................................................................................167
8.9 Calculation of deadlines..........................................................................................................................168
8.10 Request for access to information.........................................................................................................169
9 Empresas.NET System for the Preparation and Delivery of Information ..........................170
10 Guidelines for the Preparation of the Reference Form ......................................171
10.1Guidelines applicable to the entire Reference Form ..............................................................171

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
10.1.1General rules on the preparation and disclosure of information ........................................171
10.1.2Field "other information deemed relevant" ...............................................................172
10.1.3Scope and content of information provided ..........................................................172
10.1.4Information not applicable ..................................................................................................173
10.2Guidelines for filling out the Reference Form ...................................................174
10.2.1Identification of persons responsible for the content of the Form (section 1)................174
10.2.2Auditors (section 2)...............................................................................................................174
a. Information about independent auditors (item 2.1) ..........................................................174
b. Remuneration of independent auditors (item 2.2)................................................................175
c. Other information deemed relevant (item 2.3) ......................................................................176
10.2.3Selected financial information (section 3) ..................................................................176
a. Selected financial information (item 3.1)..........................................................................176
b. Non-accounting measurements (item 3.2)...............................................................................................177
c. Events subsequent to the latest financial statements closing the
social year (item 3.3) ...................................................................................................................177
d. Description of the policy for the allocation of results (item 3.4) .....................................................177
e. Distribution of dividends and profit retention occurring in the last 3 social
years (item 3.5) .................................................................................................................................178
f. Level of issuer's indebtedness (item 3.7).............................................................................179
g. Issuer's obligations according to the nature and maturity date (item 3.8).................179
h. Other relevant information (item 3.9) ....................................................................................180
10.2.4Risk factors (section 4).....................................................................................................180
a. Description of risk factors (item 4.1)......................................................................................180
b. Description of market risks (item 4.2)..................................................................................181
c. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled
companies are parties (item 4.3).........................................................................................................................182
d. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and the opposing parties are administrators or former administrators, controlling shareholders or former controlling shareholders, or investors in the company or its controlled
companies (item 4.4).............................................................................................................................................184
e. Information about relevant confidential proceedings in which the issuer or its controlled
companies are parties that have not been disclosed in items 4.3 and 4.4 (item 4.5) .....................................186
f. Repetitive or connected judicial, administrative, or arbitral proceedings, which are not confidential and which are relevant collectively, in which the issuer or its controlled companies are
parties (item 4.6)...................................................................................................................................186
g. Other relevant contingencies not covered by the previous items (item 4.7) .....................187
h. Foreign issuer (item 4.8) ......................................................................................................187
10.2.5Risk management and internal controls policy (section 5)....................................187
a. Description of the risk factor management policy adopted by the issuer (item 5.1) 187 b. Description of the market risk management policy adopted by the issuer
(item 5.2).............................................................................................................................................188

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
c. Internal controls (item 5.3) ........................................................................................................189
d. Integrity mechanisms and internal procedures adopted by the issuer (item 5.4) .........190
e. Comments on significant changes and expectations (item 5.5) ........................................190
10.2.6Issuer's history (section 6)..............................................................................................191
a. Brief history of the issuer (item 6.3) ...........................................................................................191
b. Information about bankruptcy petition, if based on a relevant value, or of judicial or extrajudicial reorganization of the issuer, and about the current status of such requests
(item 6.5).............................................................................................................................................191
10.2.7Issuer's activities (section 7)...........................................................................................191
a. Main activities developed by the issuer and its controlled companies (item 7.1) .........................191
b. Information related to mixed-economy companies ........................................................192
c. Information about the issuer's operational segments (item 7.2) .............................................192
d. Information about the products and services related to the operational segments
disclosed in item 7.2 (item 7.3) .......................................................................................................193
e. Information about the effects of state regulation on the issuer's activities (item 7.5) 193
f. Information about socio-environmental policies (item 7.8)...............................................................193
10.2.8Extraordinary business (section 8) ......................................................................................194
10.2.9Relevant assets (section 9)...................................................................................................195
a. Description of non-current assets relevant for the development of the
issuer's activities (item 9.1).........................................................................................................195
10.2.10 Directors' comments (section 10)...............................................................................195
a. Financial and equity conditions and Result of operations (items 10.1 and 10.2)..................196
b. Events with relevant effects, occurred and expected, in the financial statements
(items 10.3) ..........................................................................................................................................197
c. Significant changes in accounting practices and Reservations and emphases present in the
auditor's report (item 10.4)..........................................................................................................198
d. Critical accounting policies (item 10.5)..........................................................................................198
e. Other factors with relevant influence (item 10.9)....................................................................199
10.2.11 Projections (section 11) ..........................................................................................................199
a. Disclosure of Projection (item 11.1) ..............................................................................................199
b. Monitoring and alteration of disclosed projections during the last 3 social
years (item 11.2).......................................................................................................................................200
10.2.12 General meeting and administration (section 12)....................................................................201
a. Description of the issuer's administrative structure (item 12.1).....................................................201
b. Description of the rules, policies, and practices relating to general meetings (item 12.2) .................201
c. Description of the issuer's rules, policies, and practices relating to the board of
directors (item 12.3)...................................................................................................................202
d. Identification of administrators and members of the fiscal council (item 12.5).............................203
e. Participation of members of the Board of Directors and the Fiscal Council in
meetings held by the respective body (item 12.6).......................................................................204

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br f. Identification of members of statutory committees and of audit, risk,
financial, and remuneration committees (item 12.7) ...........................................................................................204
g. Participation of committee members in meetings held by the respective body (item 12.8)205
h. Subordination, service provision, or control relationships (item 12.10)..................................205
i. Agreements, including insurance policies, for payment or reimbursement of expenses
borne by administrators (item 12.11).................................................................................205
j. Other information deemed relevant (item 12.13) ..................................................................205
10.2.13 Remuneration of administrators (section 13)..................................................................206
a. Description of the remuneration policy or practice of the board of directors, the statutory and non-statutory executive board, the fiscal council, the statutory committees, and the
audit, risk, financial, and remuneration committees (item 13.1)..........................................206
b. Remuneration of the board of directors, the statutory executive board, and the fiscal council
(item 13.2)...........................................................................................................................................208
c. Variable remuneration of the board of directors, the statutory executive board, and the
fiscal council (item 13.3) ..................................................................................................................210
d. Share-based remuneration of the board of directors and the statutory executive
board (item 13.5) .......................................................................................................................211
e. Open options of the board of directors and the statutory executive board at the end of the
last social year (item 13.6).....................................................................................................213
f. Options exercised and shares delivered relating to share-based remuneration of the
board of directors and the statutory executive board (item 13.7) ...................................................214
g. Information necessary to understand the data disclosed in items 13.5 to
13.7 (item 13.8) ..................................................................................................................................215
h. Information, by body, on the holdings held by members of the board of
directors, the statutory executive board, and the fiscal council (item 13.9).........................................215
i. Pension plans in force granted to members of the board of directors
and to statutory directors (item 13.10) ..........................................................................................216
j. Value of the highest, lowest, and average value of individual remuneration of the board of
directors, the statutory executive board, and the fiscal council (item 13.11).......................................216
k. Contractual arrangements, insurance policies, or other instruments that structure
remuneration or indemnification mechanisms for administrators (item 13.12) ....................217
l. Percentage of the total remuneration of each body attributed to members of the board of
directors, the statutory executive board, or the fiscal council who are related
parties to the controlling shareholders of the issuer (item 13.13).................................................................218
m. Remuneration of members of the board of directors, the statutory executive board, or
the fiscal council received for any reason other than the function they hold (item 13.14) ........218
n. Remuneration of members of the board of directors, the statutory executive board, or the fiscal council recognized in the results of the controlling shareholders of the issuer, of societies
under common control, and of controlled companies of the issuer (item 13.15) ......................................................218
o. Other information deemed relevant (item 13.16) ................................................................219
10.2.14 Human resources (section 14)............................................................................................220
a. Information about the issuer's human resources (item 14.1) ..............................................220
b. Description of the issuer's employee remuneration policy (item 14.3).......................220
10.2.15 Control and economic group (section 15) ............................................................................220

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

a. Identification of controlling shareholders or shareholder groups (item 15.1)............................220
b. Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares (item 15.2)..............................................................................................221
c. Capital distribution (item 15.3)...............................................................................................223
d. Shareholder organizational chart of the issuer (item 15.4) ..................................................................224
e. Information on shareholder agreements regulating the exercise of voting rights or the transfer of shares issued by the issuer (item 15.5) ...........................................................224
f. Information on relevant changes in the holdings of members of the control group and administrators of the issuer (item 15.6)..........................................................................225

10.2.16 Transactions with related parties (section 16)................................................................225
a. Information on the issuer's rules, policies, and practices regarding transactions with related parties (item 16.1)...............................................................................225
b. Information on transactions (item 16.2)..............................................................................225
c. Handling of conflicts and commutativity (item 16.3) ..............................................................226
d. Other information deemed relevant by the issuer (item 16.4)..............................................227

10.2.17 Share capital (section 17).....................................................................................................227
10.2.18 Securities (section 18)...........................................................................................229
a. Description of the rights of each class and species of share issued (item 18.1) ............................229
b. Description of statutory rules that limit the voting rights of significant shareholders or that require the making of a public offer (item 18.2)......................................229
c. Description of other securities (item 18.5) ................................................................229
d. Number of holders of each type of security described in item 18.5 (item 18.5-A) 230
e. Other information deemed relevant (item 18.12) ................................................................230

10.2.19 Share repurchase plans and treasury securities (section 19)................................230
a. Information on share repurchase plans of the issuer (item 19.1) .................................230
b. Movement of securities held in treasury (item 19.2) ...........................231
c. Provide other information that the issuer deems relevant (item 19.3) ...............................231

10.2.20 Securities trading policy (section 20)..................................................231
10.2.21 Information disclosure policy (section 21) .............................................................232

11 General Guidelines for Incentivized Companies........................................................232
11.1 Registration .............................................................................................................................................232
11.2 Update of registration.....................................................................................................................233
11.3 Periodic documents....................................................................................................................233
11.3.1 Financial statements..................................................................................................233
11.3.2 Notice of convening of the Shareholders' Meeting (AGO)...............................................................................................234
11.3.3 Minutes of the AGO...........................................................................................234
11.3.4 Updated registration data................................................................................................234

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

11.4 Coercive fine ............................................................................................................................235
11.5 Suspension of registration ......................................................................................................................235
11.6 Cancellation of registration ex officio .................................................................................................236
11.7 Request for voluntary cancellation of registration .............................................................................236
11.8 Simplified registration ........................................................................................................................236
11.9 Remission of debts.........................................................................................................................236
11.10 Special auctions of titles.............................................................................................................237

12 Risk-Based Supervision Plan – SBR.............................................................237
13 Good Corporate Governance Practices for Publicly Held Companies..........................239
13.1 Disclosure policy.......................................................................................................................239
13.2 Trading policy ......................................................................................................................241
13.3 Risk management policy ......................................................................................................242
13.4 Policy for contracting transactions between related parties..................................................242
13.5 Dividend policy / Policy for allocation of results.........................................................243
13.6 Corporate calendar.....................................................................................................................243
13.7 Preparation of the Reference Form.........................................................................................243
13.8 Timing of disclosure of relevant information......................................................................243
13.9 Shareholders' general meeting..........................................................................................................244
13.9.1 Convening deadline ............................................................................................................244
13.9.2 Agenda and documentation.........................................................................................................244
13.9.3 Partners' proposals.............................................................................................................245
13.9.4 Organization of the meeting ..................................................................................................245
13.10 Adoption of CVM Advisory Opinion No. 35/08 ..........................................................................246
13.11 Audit committee ........................................................................................................................247
13.12 Monthly submission of the form for traded and held securities provided for in
article 11 of CVM Instruction No. 358/02 .....................................................................................................247
13.13 Publicly held companies' page on the worldwide computer network.............................................248
13.14 Accounting policies manual........................................................................................................248
13.15 Board of Directors..................................................................................................................................249
13.16 Conduct and conflicts of interest ....................................................................................................250
13.16.1 Code of conduct .............................................................................................................250
13.16.2 Policy for prevention and detection of acts of an illicit nature............................................250
13.17 Remuneration of administrators..................................................................................................250

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

1 Superintendence of Corporate Relations
The Superintendence of Corporate Relations (SEP) is responsible for registration, supervision, guidance, sanctioning, and support for standardization activities concerning publicly held companies, foreign companies, and incentivized companies.

SEP exercises its activities through a division of labor into 6 organizational components: Company Monitoring Management-1 (GEA-1), Company Monitoring Management-2 (GEA-2), Company Monitoring Management-3 (GEA-3), Company Monitoring Management-4 (GEA-4), Company Monitoring Management-5 (GEA-5), and the SEP itself.

Currently, the main responsibilities of each of the organizational components are as follows:

Superintendence of Corporate Relations:
 Coordinate the work of company monitoring management;  Analyze requests for granting and cancellation of registration of incentivized companies;  Supervise the timely provision of periodic information by companies, application of coercive fines, and semi-annual publication of a list of delinquent companies);  Analyze appeals against the application of coercive fines; and  Suspend and cancel ex officio (for failure to provide information) registrations of publicly held, foreign, and incentivized companies.

Company Monitoring Managements 1 and 2 (GEA-1 and GEA-2):
 Analyze requests for initial registration of securities issuers, as well as the update of registrations in public distribution offerings;  Analyze inquiries from companies and voluntary cancellations of registration; and  Analyze compliance with standards for the disclosure of documents and periodic or occasional information by companies, their administrators or shareholders, as well as the regularity of the allocation of companies' results.

Company Monitoring Managements 3 and 4 (GEA-3 and GEA-4):
 Analyze the regularity of administrative proposals and decisions, deliberations in general assemblies, and the conduct of business by controllers and administrative bodies;  Analyze complaints involving companies;  Analyze requests for interruption or suspension of the convening period for assemblies; and  Presentation of Accusation Terms (ordinary and simplified procedures).

Company Monitoring Management- 5 (GEA-5):
 Analyze financial statements with audit reports with modified opinions, as well as perform analyses focused on specific topics based on risks identified during the supervision work;  Analyze annual and interim financial statements disclosed by companies, when public distribution of securities occurs;

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

 Determine republication of financial statements;  Analyze inquiries and complaints involving financial statements; and  Presentation of Accusation Terms involving financial statements.

The identification of the holders of the organizational components that make up the SEP is available on the Securities and Commodities Commission (CVM) page on the worldwide computer network, and can be accessed at http://www.cvm.gov.br/menu/acesso_informacao/institucional/sobre/sep.html.

The service to publicly held and foreign companies is provided by GEA-1 and GEA-2, according to activity sectors, as shown in the table below.

Activity Sector Management
Agriculture (sugar, alcohol, and sugarcane) GEA-2 Food GEA-2 Leasing GEA-1 Banks GEA-1 Beverages and tobacco GEA-2 Stock exchanges/commodities and futures GEA-1 Toys and leisure GEA-1 Commerce (wholesale and retail) GEA-2 Foreign trade GEA-2 Communication and information technology GEA-2 Civil construction, construction materials, decoration GEA-1 Cooperatives GEA-2 Real estate credit GEA-1 Education GEA-2 Packaging GEA-2 Electric energy GEA-1 Mineral extraction GEA-2 Factoring GEA-1 Pharmaceuticals and hygiene GEA-2 Printing and publishing GEA-1 Accommodation and tourism GEA-1 Financial intermediation GEA-1 Machinery, equipment, vehicles, and parts GEA-1 Metallurgy and steelmaking GEA-2 Paper and cellulose GEA-2 Fishing GEA-2 Oil and gas GEA-1 Private pension GEA-1 Chemical, petrochemical, fuels, and rubber GEA-1 Reforestation GEA-2 Sanitation and water and gas services GEA-2 Securitization of receivables GEA-1 Insurance companies and brokers GEA-1 Transport and logistics services GEA-2 Medical services GEA-2

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Telecommunications GEA-2
Textile and clothing GEA-2
Participation management companies – Agriculture (sugar, alcohol, and sugarcane) GEA-2 Participation management companies – Food GEA-2 Participation management companies – Leasing GEA-1 Participation management companies – Banks GEA-1 Participation management companies – Beverages and tobacco GEA-2 Participation management companies – Toys and leisure GEA-1 Participation management companies – Commerce (wholesale and retail) GEA-2 Participation management companies – Foreign Trade GEA-2 Participation management companies – Communication and information technology GEA-2 Participation management companies – Civil construction, construction materials, and decoration GEA-1 Participation management companies – Cooperatives GEA-2 Participation management companies – Real estate credit GEA-1 Participation management companies – Education GEA-2 Participation management companies – Packaging GEA-2 Participation management companies – Electric energy GEA-1 Participation management companies – Mineral extraction GEA-2 Participation management companies – Factoring GEA-1 Participation management companies – Pharmaceutical and Hygiene GEA-2 Participation management companies – Printing and publishing GEA-1 Participation management companies – Accommodation and tourism GEA-1 Participation management companies – Financial intermediation GEA-1 Participation management companies – Machinery, equipment, vehicles, and parts GEA-1 Participation management companies – Metallurgy and steelmaking GEA-2 Participation management companies – Paper and cellulose GEA-2 Participation management companies – Fishing GEA-2 Participation management companies – Oil and gas GEA-1 Participation management companies – Private pension GEA-1 Participation management companies – Chemical, petrochemical, fuels, and rubber GEA-1 Participation management companies – Reforestation GEA-2 Participation management companies – Sanitation, water, and gas services GEA-2 Participation management companies – Securitization of receivables GEA-1 Participation management companies – Insurance companies and brokers GEA-1 Participation management companies – No main sector GEA-1 Participation management companies – Medical services GEA-2 Participation management companies – Transport and logistics services GEA-2 Participation management companies – Telecommunications GEA-2 Participation management companies – Textile and clothing GEA-2

Service to incentivized companies is provided by the SEP component, and the table above does not apply.

It is worth noting that the same division among activity sectors occurs with respect to GEA-3 and 4, with GEA-3 responsible for the same companies supervised by GEA-1 and GEA-4, for those supervised by GEA-2. GEA-5, in turn, is responsible for all activity sectors.

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

2 Issuer Registration
2.1 Issuer categories
In accordance with article 2 of CVM Instruction No. 480/09, there are two categories of registration for securities issuers, according to the species of securities admitted to public trading:
 Category A, which authorizes the trading of any securities of the issuer in regulated securities markets; and  Category B, which authorizes the trading of securities of the issuer in regulated securities markets, except 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 that they are issued by the issuer of the securities referred to in letter “a” or by a company belonging to the group of the said issuer.

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

As provided for in article 2 of CVM Instruction No. 480/09 and in item I of articles 1 and 2 of Annex 3 of the aforementioned regulation, securities issuers will indicate, at the time of registration, in which of the categories they wish to register, according to the species of securities they intend to have publicly traded. Thus, it will be up to the issuer to choose the regime of obligations to which they wish to submit.

Finally, we draw attention to the fact that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies, classified therein, are registered in Category A.

COMMISSION OF SECURITIES AND COMMODITIES
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

2.2 Issuer registration request
Since 02.04.2018, the issuer registration request, as well as all documents related to the registration requests of publicly held companies, provided for in CVM Instruction No. 480/09, must be delivered, exclusively, electronically through the Empresas.NET System, ceasing to be filed in paper at the Securities and Commodities Commission (“CVM”). New companies can download the Empresas.NET System, to fill out and send structured documents, through the CVM page on the worldwide computer network (http://www.cvm.gov.br, section REGULATED INFORMATION, Companies, Information Submission, Empresas.NET System or through the Systems Center, Information on Companies, Document Submission Programs – Downloads – Empresas.NET Program), as well as through the B3 page (http://www.b3.com.br/pt_br/produtos-e-servicos/solucoes-para-emissores/sistema-empresas-net/).

After installing the Empresas.NET System, it will be necessary to use a provisional login and password to send documents.

In cases of initial registration request with concurrent request for registration of public distribution of securities, the requirements to be carried out within the initial registration process will be carried out by Joint Circular Letter with the Superintendence of Securities Registration (SRE), in accordance with CVM Instruction No. 400/03.

As provided for in CVM Deliberation No. 809/19, of 19.02.2019, the initial issuer registration applicant may request that the analysis of their plea be carried out by the SEP in a reserved manner.

In these cases, as stated in Circular Letter No. 02/2019/CVM/SEP, of 19.02.2019, the registration request must:
a) indicate the period during which such information must remain reserved if there is withdrawal or denial; and b) declare the justification for the confidentiality of the requests, including the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company.

In addition, the initial issuer registration request made together with a request for reserved analysis of registration of public distribution of shares, as well as all documents related to the registration requests of publicly held companies, provided for in CVM Instruction No. 480/09, must be presented, exclusively, electronically through the Empresas.NET System, as guided in the following sections of this Circular Letter.

Furthermore, in accordance with Circular Letter No. 02/2019/CVM/SEP, it is emphasized that, if the registration request presented under reserved analysis escapes control, it is the responsibility of the issuer to disclose it immediately, in accordance with CVM Instruction No. 358/02.

COMMISSION OF SECURITIES AND COMMODITIES
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

2.2.1 Obtaining login, password, and code by new companies for use of the Empresas.NET System
The request for provisional login, password, and code for the submission, via the Empresas.NET System, of documents related to the registration application for open companies must be made by the Investor Relations Director (“IRD”) or an attorney designated by him, by sending the information below to the email suporteexterno@cvm.gov.br:

Reference: Request for authorization to submit documents via the Empresas.NET System (company applying for open company registration)
Company registration data:
Company Name / CNPJ (Brazilian Company Registration Number)
Applicant registration data:
Name of the IRD or attorney / CPF (Individual Taxpayer Registry) / E-mail / Contact Phones

2.2.2 Inclusion of the company in the Empresas.NET System
The company must access the “New Issuer” function in the menu and select, in the ‘Company’ field of the ‘New Form’ tab, the option “Include New Company”.

The “New Issuer” screen will be displayed, where the company’s data, as well as the provisional code provided by the CVM, must be filled in.

Once the data is filled in and the content saved, the company’s name will appear in the Empresas.NET System so that the applicable documents can be created (registration form, Reference Form, Quarterly Information, Standardized Financial Statements, and Periodic and Occasional Information).

2.2.3 Submission of documents
Once the documents in the Empresas.NET System related to the open company registration application have been created, they must be submitted using the “Send” function, requiring the use of the provisional login provided by the CVM.

It is emphasized that the Empresas.NET System must be used only for the submission of information related to the initial registration of open companies. Information and documents to be directed to the SRE (Superintendence of Registered Issuers) must be submitted in accordance with the procedures and guidelines established by that Superintendence.

It is requested that the last document to be presented for the purpose of the open company registration application, among those provided for in Annex 3 of CVM Instruction No. 480/09, be the registration request, provided for in paragraph 1, item I, of said annex, signed by the Investor Relations Director, and should preferably mention each document uploaded (general descriptions should not be made; for example, instead of citing minutes of general assemblies of the last 12 months, each minute uploaded to the Empresas.NET System must be identified one by one).

It should be noted that paragraph 1 of Article 4 of CVM Instruction No. 480/09 provides that the count of the analysis period for the registration application provided for in the caput will only begin on the date of protocol of the last document that completes the set of documents necessary for the instruction of the registration application, as indicated in Annex 3 of that Instruction.

It is further requested that the issuer does not submit protocols partially. In this sense, the issuer must initiate the protocol of documents only when all documents are already finalized and available for submission.

Documents must be uploaded in the appropriate category, type, and species, as the protocol of documents inadequately categorized invalidates their recognition and subsequent availability on the CVM page, when appropriate. See Manual of Module IPE of the Empresas.NET System (http://www.cvm.gov.br/export/sites/cvm/menu/regulados/companhias/ManualSistema-de-Envio-de-Informacoes-Periodicas-e-Eventuais.pdf).

In addition, the issuer must specify in the category “Documents for open company registration” whether the document is directed to the CVM or to the Stock Exchange.

2.2.4 Re-presentation of documents
During the analysis process of the open company registration application, documents may be re-presented via the Empresas.NET System to eventually comply with requirements or improvements.

It is clarified that re-presented documents will not be versioned within the Empresas.NET System.

2.2.5 After the granting of open company registration
Once the open company registration is granted, the CVM will send a letter informing of said grant and its definitive code with the CVM.

The company must replace the provisional code with the definitive code in the Empresas.NET System and re-present the Reference Forms and Registration Forms with the update of the open company registration data.

2.2.6 General Guidelines
The other mandatory documents for the instruction of the registration application must be sent in “.pdf” format without being digitally blocked, and, if they have been digitized, that OCR (“Optical Character Recognition”) technology has been used, which allows recognizing text characters in the files.

The financial statements required for the analysis of the issuer’s registration application, in accordance with Annex 3 of CVM Instruction No. 480/09, are as follows:

a) Financial statements specifically prepared for registration purposes, in accordance with Articles 25 and 26 of the Instruction, referring to: (i) the last social year, provided that such statements adequately reflect the issuer’s equity structure at the time of the registration application protocol; or (ii) a subsequent date, preferably coinciding with the date of closure of the last quarter of the current year, but never prior to 120 (one hundred and twenty) days counted from the date of the registration application protocol, in case: (i) a relevant change has occurred in the issuer’s equity structure after the date of closure of the last social year; or (ii) the issuer was constituted in the same year as the registration application. It is emphasized that the presentation of financial statements specifically prepared for registration purposes with a reference date subsequent to the closure of the year should only occur in cases where there has been an actual change in the issuer’s equity structure. In the cases provided for in Article 1, item VIII, letters “a” and “b.1” of Annex 3 to CVM Instruction No. 480/09, the administration’s comments referred to in item IX of the mentioned article must be presented;

b) Financial statements referring to the 3 (three) last social years, prepared in accordance with the accounting standards applicable to the issuer in the respective years. These are historical financial statements prepared according to the rules and deadlines applicable at the time of their preparation; and

c) Quarterly Information Form – ITR, in accordance with Article 29 of the Instruction, referring to the quarters of the current social year, provided that more than 45 (forty-five) days have elapsed since the closure of each quarter.

Regarding the concept of “relevant change in the issuer’s equity structure after the date of closure of the last social year” referred to in item (a.ii.i) above, any significant change, in absolute or percentage terms, of its equity structure is understood, such as its share capital, equity, equity structure index (current liabilities plus non-current liabilities, divided by total assets) or indebtedness index (current liabilities plus non-current liabilities, divided by equity).

It is clarified that the financial statements specifically prepared for registration purposes provided for in letter a of item VIII of Article 1 of Annex 3 of CVM Instruction No. 480/09 must refer to the last social year immediately prior to the date of the registration application.

It is emphasized that, if the financial statements specifically prepared for registration purposes refer to a date subsequent to the last social year, the Reference Form must reflect the information from these financial statements (FS) in all relevant sections.

The Standardized Financial Statements Form – DFP and the quarterly information form – ITR will correspond to the dates of the respective financial statements, according to the criteria mentioned above. The financial statements closing the social year must serve as the basis for filling out the DFP, and the interim financial statements, for the ITR.

Regarding the presentation of financial statements and quarterly reports by financial institutions and other entities authorized to operate by the Central Bank of Brazil, see item 3.2.1 (Financial institutions authorized to operate by the Central Bank of Brazil).

2.3 Registration Update
In public distribution offers of securities, in primary or secondary markets, registered in accordance with CVM Instruction No. 400/03, the SEP verifies the registration update and makes, if necessary, requirements through a joint letter with the SRE. CVM Instruction No. 480/09 provides, in paragraph 2 of Article 24, that, in the case of a public distribution registration application, issuers must re-submit the Reference Form fully updated on the same date that the application is protocolled with the CVM.

In accordance with CVM Deliberation No. 809/19, of 19.02.2019, the applicant for registration of a public distribution offer of shares for issuers already registered in Category A may request that the analysis of their application be conducted by the SEP in a reserved manner.

In these cases, as provided for in Circular Letter No. 02/2019/CVM/SEP, of 19.02.2019, at the time of requesting the protocol, an electronic form called “Digital Protocol of Documents” is filled out, with the data of the application object and indication of the protocolled files. The reserved nature of the application must be signaled at this time in the following fields:

i) In item 1. “Document Data”: in the “Request Description” field, after specifying the registration request for the offer and, if applicable for registration, the applicant must insert the phrase “under reserve, in accordance with CVM Deliberation No. 809/19”; and

ii) In item 2. “Files”: the “Confidential” check box must be marked.

Also in accordance with Circular Letter No. 02/2019/CVM/SEP, we emphasize that, if the registration application submitted under reserved analysis escapes control, it is the issuer’s responsibility for its immediate disclosure, in accordance with CVM Instruction No. 358/02.

2.4 Foreign Issuers
According to Annex 32-I of CVM Instruction No. 480/09, an issuer will not be considered foreign if:

a) it has its headquarters in Brazil; or

b) its assets located in Brazil correspond to 50% (fifty percent) or more of those in the individual, separate, or consolidated financial statements, whichever best represents the economic essence of the business for the purposes of this classification.

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

a) a declaration that the issuer does not fall into any of the hypotheses mentioned in letters “a” and “b” of the previous paragraph; and

b) a calculation memo made by the issuer to verify the percentage of assets located in Brazil.

It is worth noting that the CVM may, exceptionally, waive the verification of the classification as a foreign issuer in the case of a public distribution offer of deposit certificates for shares – BDR, if it proves that the percentage of assets located in Brazil does not exceed 65% (sixty-five percent) of those in the individual, separate, or consolidated financial statements, whichever best represents the economic essence of the business for the purposes of this classification, in accordance with paragraph 4 of Article 1 of Annex 32-I of CVM Instruction No. 480/09.

Issuers registered with the CVM as foreign before the entry into force of CVM Instruction No. 480/09 (01.01.2010) may, exceptionally, be exempted from proving the classification as a foreign issuer at the time of the application for registration of a public distribution offer of deposit certificates for shares – BDR or of a BDR program.

Article 3 of Annex 32-I of CVM Instruction No. 480/09 provides that the following persons must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and 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:

a) the foreign issuer that sponsors a deposit certificate for shares program – BDR Level I, Level II, or Level III;

b) directors or persons performing functions equivalent to those of a director in the foreign issuer that sponsors a deposit certificate for securities program – BDR Level II or Level III; and

c) members of the board of directors, or equivalent body, of the foreign issuer that sponsors a deposit certificate for shares program – BDR Level II or Level III.

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

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

Information regarding the Legal Representative must be included in item 5 of the registration form (IRD or person equated). In addition, minutes of Board meetings, Board of Directors meetings, assemblies, or other documents dealing with the election or dismissal of the Legal Representative must be sent via the Empresas.NET System, within the deadlines provided for in CVM Instruction No. 480/09.

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

Thus, regarding the actions of the CVM, it is this Agency’s responsibility to regulate and supervise the disclosure of information by foreign companies, mainly with respect to CVM Instructions No. 358/02 and 480/09. It is also remembered that the rules contained in CVM Instruction No. 481/09 are not applicable to foreign companies.

2.5 Category Conversion Requests
Once registered, issuers may request, via the Digital Protocol Tool, accessible on the CVM website (http://www.cvm.gov.br/menu/atendimento/protocolodigital.html), and not via the Empresas.NET system, 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.

In accordance with CVM Deliberation No. 809/19, of 19.02.2019, the applicant for conversion from Category B to Category A with concomitant registration of a public distribution offer of shares may request that the analysis of their application be conducted by the SEP in a reserved manner.

In item 1. “Document Data”: in the “Request Description” field, after specifying the registration request for the offer and, if applicable for registration, the applicant must insert the phrase “under reserve, in accordance with CVM Deliberation No. 809/19”; and

In item 2. “Files”: the “Confidential” check box must be marked.

Also in accordance with Circular Letter No. 02/2019/CVM/SEP, it is emphasized that, if the category conversion application submitted under reserved analysis escapes control, it is the issuer’s responsibility for its immediate disclosure, in accordance with CVM Instruction No. 358/02.

2.6 Consequences of Failure to Submit Information
Issuers must pay attention to compliance with the legal and regulatory requirements imposed, with respect to the submission of periodic and occasional information provided for, especially in CVM Instructions No. 358/02, 480/09, and 481/09. Non-compliance with the submission of information subjects the issuer to the following procedures.

2.6.1 Coercive Fines
Initially, it is worth clarifying that, on 01.01.2020, CVM Instruction No. 608, of June 25, 2019, entered into force, which provides for coercive fines and revoked CVM Instruction No. 452/07.

The aforementioned Instruction provides that the superintendences responsible for monitoring the submission of information must publish, by December 15 of each year, on the CVM page on the worldwide computer network, a list of periodic information that must be disclosed by participants in the following year, indicating the respective submission deadlines and normative bases, and alerting that the non-disclosure of information within the indicated deadlines subjects the issuer to the application of the daily fine provided for in Annex 3 of the Instruction.

Regarding securities issuers, Annex 3 of the Instruction provides for the following daily coercive fine values for those who fail to comply with the indicated deadlines for the submission of periodic information, applicable until the date the obligation is fulfilled or for a maximum period of 60 (sixty) days:

a) Issuers registered in Category A:
(i) R$ 1,000.00 (one thousand reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and (ii) R$ 500.00 (five hundred reais): for the other documents.

b) Issuers registered in Category A in judicial or extrajudicial recovery:
(i) R$ 500.00 (five hundred reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and (ii) R$ 250.00 (two hundred and fifty reais): for the other documents.

c) Issuers registered in Category B:
(i) R$ 600.00 (six hundred reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and (ii) R$ 300.00 (three hundred reais): for the other documents.

d) Issuers registered in Category B in judicial or extrajudicial recovery:
(i) R$ 300.00 (three hundred reais): for the Reference Form, the quarterly information form – ITR, the standardized financial statements form – DFP, and the financial statements accompanied by the documents required by specific regulation; and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br (ii) R$ 150.00 (one hundred and fifty reais): for other documents.
In accordance with paragraph 2 of article 58 of CVM Instruction No. 480/09, as amended by CVM Instruction No. 609/19, the fine will not be applied to an issuer that is in bankruptcy or liquidation.
It should be noted that, in accordance with article 11 of CVM Instruction No. 608/19, the application of a coercive fine does not preclude the eventual assessment of liability under article 11 of Law No. 6.385/76.
Note that against the decision to apply coercive fines, an appeal may be filed with the CVM Collegiate Body within 10 (ten) days, in accordance with article 16 of CVM Instruction No. 608/19.
It is emphasized that the allegation that the document was submitted via the Empresas.NET System within the deadline established in the regulation, but using the incorrect association (Category/Type/Species), may not be grounds for granting the appeal by the Department of Corporate Relations, hence consultation of Chapter 3 of this Circular Letter is recommended, where the correct associations to be used in the case of submission of periodic documents are listed. In this sense, the need to maintain updated registration data, especially the company's and DRI's addresses, is highlighted, as recommended in this circular (see item 3.3.1 and Chapter 9). Appeals must be filed through the CVM website (www.cvm.gov.br), on the link “Regulated Entities Information”/“Inspection Fee and Coercive Fine”/“Appeal against Coercive Fine”/“Appeal against Coercive Fine”/“Appeal against Coercive Fine – Participants”. In line with paragraph 12 of article 11 of Law No. 6.385/76, an appeal does not have suspensive effect. It is emphasized, in accordance with article 20 of CVM Instruction No. 608/19, that at the request of the Appellant, the Collegiate Body shall appreciate, within the scope of the reconsideration request, the allegation of existence of omission, obscurity, contradiction, or material or factual error in the decision. The request for reconsideration must be submitted within 5 (five) business days counted from the communication referred to in article 19 of the aforementioned Instruction and must be addressed to the department that analyzed the appeal. It is further clarified that CVM Resolution No. 447/02 provides for the installment payment of applied coercive fines and that CVM Resolution No. 501/06 provides for the incidence of late payment interest on debts arising, including, from coercive fines. In this sense, it is recommended that issuers maintain contact with the CVM Collection Management to verify if they are up to date with the payment of inspection fees and coercive fines, avoiding inscription in the Defaulters Register (CADIN) and in the Active Debt. It is further highlighted that the coercive fines provided for in article 58 of CVM Instruction No. 480/09 (with legal provision in article 11, paragraph 11, of Law No. 6.385/76) do not confuse with the penalties provided for in the caput of article 11 (and respective items I to VIII) of the aforementioned Law, which will only be imposed with observance of the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76 (administrative proceeding preceded by an investigative stage).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br Finally, we stress that only penalties applied by the CVM can be subject to appeal to the CRSFN, hence the cited appeal is not appropriate in the case of application of coercive fines.
2.6.2 Publication of the list of non-compliant issuers
Article 59 of CVM Instruction No. 480/09 provides that the SEP will publish semi-annually, on the CVM website, a list of issuers who are in arrears for at least 3 (three) months in the fulfillment of any of their periodic obligations.
It should be noted that the published list refers to a specific date, hence there is no question of updating or correcting the list, except in the case of undue inclusion.
2.6.3 Automatic suspension of issuer registration
Article 52 of CVM Instruction No. 480/09 provides that the SEP shall suspend the registration of issuers who fail to comply, for a period exceeding 12 (twelve) months, with their periodic obligations.
As provided for in the sole paragraph of article 52 of CVM Instruction No. 480/09, the SEP will inform the issuer about the suspension of its registration by means of a letter sent to its headquarters, according to the data in its registration form (see item 3.3.1), and by means of a communication on the CVM website.
The issuer whose registration is suspended may request the reversal of the suspension by means of a reasoned request, sent to the SEP, accompanied by documents proving compliance with periodic obligations and any outstanding obligations, including those with delivery deadlines subsequent to the suspension of registration.
The deadlines and procedures to be observed in this request are listed in article 53 of CVM Instruction No. 480/09.
It should be recalled that, in accordance with article 60 of CVM Instruction No. 480/09, the repeated failure to observe the deadlines established for the presentation of periodic and eventual information provided for in that instruction constitutes a serious offense for the purposes of paragraph 3 of article 11 of Law No. 6.385/76, subjecting those responsible to the penalties provided for in said article 11, with observance of the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76. It is emphasized that, in accordance with article 55 of CVM Instruction No. 480/09, the cancellation and suspension of registration do not exempt the issuer, its controlling shareholder, and its administrators, from liability arising from any offenses committed before the cancellation of registration.
2.6.4 Automatic cancellation of issuer registration due to non-compliance with information
Article 54 of the Instruction provides for two hypotheses for automatic cancellation of issuer registration:
a) the extinction of the issuer; or b) the suspension of its registration for a period exceeding 12 (twelve) months.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br As in the cases of registration suspension, the SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data in its registration form (see item 3.3.1), and by means of a communication on the CVM website, in accordance with the sole paragraph of article 55 of CVM Instruction No. 480/09. It is emphasized that, in accordance with article 55 of CVM Instruction No. 480/09, the cancellation and suspension of registration do not exempt the issuer, its controlling shareholder, and its administrators, from liability arising from any offenses committed before the cancellation of registration.
2.6.5 Sanctioning administrative proceeding
As provided for in article 60 of CVM Instruction No. 480/09, it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76:
a) the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information; b) the repeated failure to observe the deadlines established for the presentation of periodic and eventual information provided for in the instruction; and c) the failure to observe the deadline established in article 132 of Law No. 6.404/76, for the holding of the ordinary general meeting. Regarding the delay in providing information, as provided for in article 11 of CVM Instruction No. 608/19, the application of a coercive fine does not preclude the eventual assessment of liability under article 11 of Law No. 6.385/76. 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 of 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, the CVM may investigate through an administrative proceeding the eventual liability of administrators (and when applicable, the receiver, the trustee, the judicial administrator, the judicial manager, or the liquidator), members of the fiscal council, and shareholders of open companies for non-compliance with the provisions contained, notably, in CVM Instructions No. 358/02 and 480/09 (article 9, item V, of Law No. 6.385/76). In this sense, and in accordance with article 11 of Law No. 6.385/76, the penalties provided for in items I to VIII of the same article will only be imposed with observance of the administrative proceeding mentioned in the previous paragraph, also observing the provisions of CVM Instruction No. 607/19.
2.7 Other hypotheses for cancellation of registration
2.7.1 Voluntary cancellation of registration
CVM Instruction No. 480/09 establishes differentiated rules for the voluntary cancellation of registration, according to the category in which the issuer is registered.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
Article 47 of the Instruction conditions the cancellation of registration of Category B issuers to proof of compliance with one of the following conditions:
a) absence of securities in circulation; b) redemption of securities in circulation; c) expiration of the deadline for payment of securities in circulation; d) consent of all holders of securities in circulation regarding the cancellation of registration; or e) any combination of the hypotheses indicated in the previous items, provided that the totality of securities is reached. If the redemption of securities in circulation or the expiration of the deadline for payment of securities in circulation has occurred, without the total payment of investors having been made, the issuer must deposit the due amount in a commercial bank and leave it at the disposal of the investors. The issuer that has made this deposit must also disclose a Relevant Fact stating:
a) the decision to cancel the registration with the CVM; b) the making of the deposit, mentioning the amount, banking institution, branch, and checking account; and c) the procedures that must be adopted by holders who have not yet received their credits to receive them.
As provided for in paragraph 3 of article 47, the consent of all holders of securities in circulation regarding the cancellation of registration may be alternatively proven by:
a) declaration of the fiduciary agent, if any; b) declaration of holders of securities attesting that they are aware and agree that, due to the cancellation of registration, the issuer's securities can no longer be traded in regulated markets; or c) unanimous resolution in a meeting at which the totality of holders of securities is present. Securities in circulation are understood to be all securities or shares of the issuer, except those owned by the controlling shareholder, persons affiliated with him, the issuer's administrators, and those held in treasury, in accordance with article 62 of CVM Instruction No. 480/09. As for the cancellation of registration in Category A, it will be conditioned, as established in article 48 of CVM Instruction No. 480/09, to proof that:
a) the conditions of article 47 have been met regarding all securities in circulation, except shares and depositary receipts of shares; and

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br b) the requirements of the public offer for acquisition of shares for cancellation of registration for trading of shares in the market have been met, in accordance with CVM Instruction No. 361/02. It should be commented that CVM Instruction No. 361/02 determines that the cancellation of registration of an open company must be preceded by a Public Offer for 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 for in paragraph 4 of article 4 of Law No. 6.404/76 and according to the procedure stipulated therein. As provided for in article 34 of the aforementioned Instruction, exceptional situations justifying the acquisition of shares without a public offer or with a differentiated procedure will be appreciated by the CVM Collegiate Body, for the purpose of dispensation or approval of procedure and formalities to be followed, including regarding the disclosure of information to the public, when applicable. It is emphasized that CVM Instruction No. 480/09 provides that a foreign issuer that sponsors a depositary receipt program – Level II or Level III BDR – and wishes to cancel its issuer registration must submit to the prior approval of the CVM the procedures for discontinuation of the program, in accordance with the sole paragraph of its article 48. The procedures to be observed in requests for voluntary cancellation are regulated in articles 49 and 50 of CVM Instruction No. 480/09, it being noted that the Instruction determines that requests for cancellation formulated by issuers registered in Category B must be addressed to the SEP, while requests formulated by issuers registered in Category A must be addressed to the Department of Securities Registration – SRE. It should be recalled that article 51 of CVM Instruction No. 480/09 provides that the issuer is responsible for disclosing the information of approval or denial of cancellation of registration to investors, in the same manner established for the disclosure of a relevant fact. It is alerted that the constitution of a wholly-owned subsidiary does not bring as a consequence the cancellation of the issuer's registration. In these cases, it is necessary to submit a request for cancellation of registration, in the case of Category A companies to the SRE and in the case of Category B companies to the SEP, in accordance with articles 49 and 50 of CVM Instruction No. 480/09, formalizing the request, without which the company, although a wholly-owned subsidiary, will continue to be 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 should be noted that it is mandatory to submit periodic documents and information whose
delivery deadline is prior to the date on which the CVM promotes the cancellation, even if with retroactive effects. It is clarified, finally, that the issuer is indebted for the inspection fee regarding the quarter in which the cancellation of its registration occurs. Thus, if the issuer has its registration cancelled in the 1st quarter and does not present the DFP form relating to the previous fiscal year, it must inform the CVM of the previous fiscal year's equity (which will serve as the basis for calculating said fee) by means of supporting documentation, such as, for example, the publication of financial statements.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
2.7.2 Automatic cancellation of issuer registration due to its extinction
According to article 219 of Law No. 6.404/76, the company is extinguished by the closing of liquidation, as well as by merger or spin-off, and by spin-off with transfer of all assets to other companies.
In the cases of merger, spin-off, or consolidation, the cancellation of the company's registration results from its extinction and is independent of the date of homologation by a government agency, with the company being removed from the list of open companies from the date of the EGM that deliberated the merger, spin-off, or consolidation. In addition to the mandatory submission of the Minutes of the respective EGM via the Empresas.NET System, the company or its successor is requested to formally communicate the extinction to the SEP. It should be noted that it is mandatory to submit periodic documents and information whose delivery deadline is prior to the date on which the CVM promotes the cancellation, even if with retroactive effects. It is further clarified that the company is indebted for the inspection fee regarding the quarter in which its extinction occurs in full, with no pro-rata calculation possible. Thus, if the company is extinguished in the 1st quarter, it must inform the CVM of the previous fiscal year's equity (which will serve as the basis for calculating said fee) by means of supporting documentation, such as, for example, the publication of financial statements. It is stressed that, in view of article 223, paragraph 3, of Law No. 6.404/76, if the merger, spin-off, or consolidation involves an open company, the succeeding company will also be open, and must obtain the respective registration and, if applicable, promote the admission of trading of the new shares in the secondary market, within a maximum period of 120 (one hundred and twenty) days, counted from the date of the meeting that approved the operation, observing the relevant norms issued by the Securities and Exchange Commission. In the form of paragraph 4, the non-compliance with the provisions of article 223, paragraph 3, gives the shareholder the right to withdraw from the company, by means of reimbursement of the value of their shares (article 45), within 30 (thirty) days following the end of the period referred to therein, observing the provisions of paragraphs 1 and 4 of article 137. CVM Instruction No. 480/09, in its article 54, item I, provides that one of the hypotheses for automatic cancellation of the issuer's registration is its extinction. The SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data in its registration form (see item 3.3.1), and by means of a communication on the CVM website, in accordance with the sole paragraph of article 54 of CVM Instruction No. 480/09.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br 3 Periodic Information
3.1 Administrative report
Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, open companies must publish the administrative report on social business and main administrative events occurring in the last fiscal year. This document must be sent to the CVM included in the financial statements and in the DFP form (see items 3.2 and 3.3.3).
It is worth noting that, regardless of the publication provided for in paragraph 3 of article 133 of Law No. 6.404/76, the caput of the same article requires that documents pertinent to matters included in the agenda of the AGM be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the AGM (30 days). For issuers registered in Category A, to which CVM Instruction No. 481/09 applies, it is also required, by articles 6 and 9 of the aforementioned Instruction, that, on that date, the documents and information be available on the CVM website. 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). The administrative report should cover information regarding decisions made based on guidance received from the controlling shareholder regarding the Company's activities – investments, contract signing, pricing policy, among others –, as well as the effects of such decisions, quantifying whenever possible, in the Company's performance. If applicable, it is also important to describe the main investments made as a result of the exercise of public policies. Finally, the Report should address the perspectives and plans for the current and future fiscal years, especially those related to the goals the company must pursue in compliance with its social object, based on premises and objective grounds, and, if applicable, in light of what is defined in Multi-Year Plans. It is emphasized 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 him, of any service that is not external audit:
a) the date of contracting, the duration period, if more than one year, and the indication of the nature of each service provided; b) the total value of contracted fees and its percentage in relation to fees related to external audit services; c) the policy or procedures adopted by the company to avoid the existence of conflict of interest, loss of independence, or objectivity of its independent auditors; and d) a summary of the justification presented by the auditor to the issuer's administration regarding the reasons why it understood that the provision of other services did not affect the independence and objectivity necessary for the performance of external audit services (article 3 of the Instruction).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Even in the event that independent auditors have not provided services other than external audit, the company must clearly state such information in the Administrative Report.
It is emphasized that paragraph 2 of article 2 of CVM Instruction No. 381/03 allows issuers to omit disclosing the information required in letter “b” above, when the total value of contracted fees represents less than 5% (five percent) of the fees related to external audit services.
We draw attention to the fact that even in this case, the issuer will remain obligated to provide the other information demanded in article 2 of CVM Instruction No. 381/03, cited above, in the Administrative Report.
Let us recall that CVM Instruction No. 381/03 also requires that information provided in the Administrative Report on the subject be updated in the ITR Forms when there is a change resulting from the execution, 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.” If the company uses calculated financial metrics, such as, for example, EBITDA – Earnings Before Interest, Taxes, Depreciation, and Amortization (or EBITDA), it must present the reconciliation with the accounting items expressed in the financial statements, in accordance with CVM Instruction No. 527/12.

3.2 Financial Statements
As provided for in paragraph 2 and the caput of article 25 of CVM Instruction No. 480/09, the issuer must submit to the CVM, via the Empresas.NET System (see Chapter 9), 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:
a) of national issuers, 3 (three) months from the end of the fiscal year; and b) of foreign issuers, 4 (four) months from the end of the fiscal 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:
a) administrative report; b) independent auditor’s report; c) opinion of the statutory audit committee or equivalent body, if any, accompanied by any dissenting votes; d) capital budget proposal prepared by the administration, if any; e) declaration by the directors responsible for preparing the financial statements, in accordance with the law or the company’s bylaws, that they reviewed, discussed, and agree with the opinions expressed in the “independent auditors’ report” (independent auditors’ report), stating the reasons, in case of disagreement;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br f) declaration by the directors responsible for preparing the financial statements, in accordance with the law or the company’s bylaws, that they reviewed, discussed, and agree with the financial statements; g) summary annual report, if the issuer adopts the statutory audit committee provided for in specific regulation; h) if any, opinion or report of an audit committee addressing the financial statements, even if such committee is not adherent to CVM Instruction No. 308/99 or is not statutory. The submission of the summary annual report of the Statutory Audit Committee is mandatory for all companies that utilize the prerogative established in the caput of article 31-A of CVM Instruction No. 308/99, with the wording given by CVM Instruction No. 611/2019, as they meet, among others, the requirements established in this article and in articles 31-B and 31-C of CVM Instruction No. 308/99. Not having a Statutory Audit Committee for the purposes of article 31-A of CVM Instruction No. 308/99, the company will only be obligated (in the form of article 25, paragraph 1, item IX, of CVM Instruction No. 480/09 and the sole paragraph, item III, of article 9 of CVM Instruction No. 481/09) to present an opinion on the financial statements issued by an audit committee (statutory or not) or an equivalent body to the statutory audit committee, if such committee or body has issued said opinion. It is emphasized that, if there is a statutory audit committee in operation or an equivalent body (in the case of foreign companies), the company must, in any case, submit, along with the financial statements, the opinion issued by this body, accompanied by any dissenting votes. In this regard, notwithstanding the obligation to send said opinion along with the financial statements, it must also be presented in the DFP (Standardized Financial Statements Form), for now, in “Other Information that the Company Deems Relevant,” as also explained in item 3.3.3 of this Circular Letter. In this sense, it is worth remembering that, through SNC/SEP Circular Letters, the CVM issues guidelines regarding relevant aspects to be observed in the preparation of Financial Statements. In this regard, it is recommended that companies separately report debts in local currency and debts in foreign currency. In this sense, the Company may take as a basis the items provided for in the DFP and ITR forms (item codes nos 2.01.04.01.01, 2.01.04.01.02, 2.02.01.01.01 and 2.02.01.01.02). As provided for in article 27 of CVM Instruction No. 480/09, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, and these issuers may opt to prepare them according to:
a) Law No. 6.404/76 and CVM norms; or b) international accounting standards issued by the International Accounting Standards Board – IASB.
Given that the norms issued by the CVM are fully convergent with international standards, consolidated financial statements must be prepared in accordance with these rules.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br It is worth remembering that foreign issuers that have their headquarters in a Mercosul member country must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUL Decision No. 31/10 incorporated through CVM Deliberation No. 659/11. This decision was incorporated into CVM Instruction No. 480/09 through the changes arising from CVM Instruction No. 552/14. The financial statements of foreign issuers must be audited by an independent auditor registered with the CVM or a competent authority in the issuer’s country of origin (item II of article 27). In the latter case, the issued report must be accompanied by a special review report prepared by an independent auditor registered with the CVM, as required in the sole paragraph of article 27 of CVM Instruction No. 480/09. For open companies, article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Assembly (OGA), 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 OGA (30 days), informing of the availability of the financial statements at the company’s headquarters. According to article 133, paragraph 5 of Law No. 6.404/76, the issuer is exempt from publishing the notices provided for in the caput of said article when the documents (notably the financial statements) are published up to 1 (one) month before the date scheduled for the holding of the OGA.
Article 289 of Law No. 6.404/76 determines that financial statements must be published in the official organ of the Union, State, or Federal District, according to the location of the company’s headquarters, and in another newspaper of large circulation published in the locality where the company’s headquarters is located.
Publications will always be made in the same newspaper, chosen in a meeting of the Board of Directors, and any change must be preceded by notice to shareholders in the excerpt of the minutes of the OGA, in accordance with paragraph 3, of article 289, of Law No. 6.404/76.
National and foreign issuers must send to the CVM the financial statements prepared according to the criteria mentioned above, via the Empresas.NET System, category “Economic-Financial Data”, type “Complete Annual Financial Statements.”
It is emphasized 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 a “complete set of statements,” and the sending of the digitized version of the newspaper publication, or other formats that hinder reading or printing, is not admissible. In this same sense, we draw attention to the fact that sending a PDF version of the Standardized Financial Statements Form (DFP Form) does not fulfill the purpose of submitting 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 publication date must be indicated.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br Given the importance of the document, in line with the provisions of article 5 of CVM Instruction No. 358/02, the company must disclose its Financial Statements, whenever possible, before the start or after the closing of trading on the stock exchange or organized over-the-counter market where the securities of its issuance are admitted to negotiation. We highlight that sending the DFP Form does not exempt the sending of the financial statements that served as the basis for its completion. We emphasize that article 176 of Law No. 6.404/76 establishes that the responsibility for preparing the financial statements of an open company lies with its board of directors. CVM Instruction No. 480/09, in items V and VI of paragraph 1 of its article 25, determines that the financial statements must be accompanied by declarations by the directors responsible for preparing them, in accordance with the law or the bylaws, in which they state that (i) they reviewed, discussed, and agree with the opinions expressed in the independent auditors’ report, stating the reasons, in case of disagreement; and (ii) they reviewed, discussed, and agree with the financial statements. The SEP has observed that, in certain cases, the aforementioned declarations are not signed by all directors of the Company to whom such competence has been attributed. In this sense, we emphasize the need for the aforementioned signatures to be fulfilled in compliance with items V and VI of paragraph 1 of article 25 of CVM Instruction No. 480/09. On 02.05.2013, CVM Deliberation No. 709 was issued, which approved Technical Guideline OCPC 06 – Presentation of Pro Forma Financial Information. Pro forma financial information can only be presented when so qualified and provided that the purpose is duly justified, such as, for example, in cases of corporate restructuring, acquisitions, sales, mergers, or spin-offs of businesses. We have observed that this financial information has been submitted in various different ways in the Empresas.net System (“Market Communication”; “Economic-Financial Data” or “Administration Meeting”, for example). The SEP understands that the disclosure of pro forma financial information must be standardized, allowing the user of accounting information to access it quickly and accurately. Therefore, we guide that the submission of this pro forma financial information via the Empresas.net System should be done through the Category: “Economic-Financial Data”/Type: “Additional Financial Statements.” Meeting on 01.11.2016, the CVM Collegiate Body 1 understood that the revocation of CVM Instruction No. 207/94 removed the act of publishing summary statements from the minimum mandatory informational set, but did not prohibit it from occurring spontaneously and additionally to this set. According to this understanding, there would be no prior
prohibition on the disclosure of financial statements in summary form in newspapers of large circulation, provided they observe the content and form requirements established by articles 14 to 19 of CVM Instruction No. 480/09 and it is recommended

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br the indication of the newspapers and the dates of publication of the complete financial statements, according to article 289 of Law 6.404/76.
We remind you that these summary financial statements do not confuse with the possibility of summary publication, provided for in article 19 of Law No. 13.043/14, for those companies that meet the requirements present in the list of article 16 of said Law.
It is worth highlighting that, according to article 25, Item VIII of CVM Instruction No. 308/99 (with wording given by CVM Instruction No. 591, of 26.10.2017), independent auditors must communicate the main audit matters in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the independent audit professional standards approved by the Federal Accounting Council – CFC.

3.2.1 Financial institutions authorized to operate by the Central Bank of Brazil
The CVM, through CVM Instruction No. 457/07, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB.
Regarding issuers that are financial institutions, it is worth observing that article 22 of Law No. 6.385/76 establishes, in its paragraph 2, that the norms issued by the CVM regarding the administrative report and financial statements, as well as accounting standards, apply to financial institutions and other entities authorized to operate by the Central Bank of Brazil, insofar as they are not conflicting with the norms issued by it. The Central Bank of Brazil, through Resolution No. 3.786/09, established the following:
Financial institutions and other institutions authorized to operate by the Central Bank of Brazil, constituted in the form of an open company or that are obliged to constitute an audit committee in accordance with current regulation, must, from the base date of December 31, 2010, prepare and disclose annually consolidated accounting statements adopting the international standard, according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Accounting Standards Committee Foundation (IASC Foundation).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br Thus, there is convergence between the norms issued by the CVM and the norms issued by the Central Bank of Brazil regarding the accounting standard to be adopted, in consolidated financial statements, by entities authorized to operate by the Central Bank of Brazil. It is worth observing that the exceptionalities of criteria and deadlines provided, respectively, in Letter-Circular No. 3.435/10 2 and Circular No. 3.516/10 3, applied only to consolidated financial statements, prepared based on the international accounting standard issued by the IASB, referring to the base date of December 31, 2010. Given the above, issuers that are institutions authorized to operate by the Central Bank of Brazil must prepare and make available to their shareholders, within the period mentioned in article 133, of Law No. 6.404/76 (i) individual financial statements of fiscal year end prepared in observance of the norms issued by the Central Bank and the norms issued by the CVM, insofar as they do not conflict with norms issued by the Central Bank regarding the same matter; and (ii) consolidated financial statements prepared according to the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB. If Companies prepare and publicly disclose consolidated financial statements in a different accounting standard (for example, in observance of the norms issued by the Central Bank), they must submit them, via the Empresas.NET System, on the same date of their disclosure to the public, through the category “Economic-Financial Data”, type “Additional Financial Statements.” Regarding quarterly information, the Central Bank of Brazil, through CMN Resolution No. 3853/10, determined that “financial institutions [...] constituted in the form of an open company [...] that disclose intermediate consolidated accounting statements, must observe the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Accounting Standards Committee Foundation (IASC Foundation)”. It is verified that the norms issued by the Central Bank of Brazil do not prohibit, but make optional, the disclosure of intermediate consolidated accounting statements prepared in the international accounting standard. Item I of article 29 of CVM Instruction No. 480/09 establishes that the ITR Form must be filled in with the data of the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer.

2 Letter-Circular No. 3.435/10 established that, for the purpose of preparing the opening balance sheet of consolidated accounting statements, according to the pronouncements issued by the IASB, the following opening dates should be observed:
I - January 1, 2010, for institutions that do not present consolidated accounting statements in a comparative manner; II - January 1, 2009, for institutions that opt to make a comparative presentation of consolidated accounting statements for the years 2010 and 2009; or III - January 1, 2008, for institutions that opt to make a comparative presentation of consolidated accounting statements for the years 2010, 2009 and 2008. 3 Circular No. 3.516/10 extended to up to one hundred and twenty days the deadline provided for in article 1 of Circular No. 3.472, of October 23, 2009, for the disclosure of consolidated accounting statements, prepared based on the international accounting standard issued by the International Accounting Standards Board (IASB), referring to the base date of December 31, 2010.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br In 2013, the Brazilian Federation of Banks – FEBRABAN submitted a consultation to the Superintendence of Corporate Relations, through which it requested that the understanding be adopted that the preparation of consolidated intermediate financial statements in IFRS would not be mandatory for financial institutions. For this reason and in view of the provisions of article 22 of Law No. 6.385/76, the Superintendence of Corporate Relations submitted the matter to the appreciation of the Central Bank of Brazil, which has been maintaining contact with the CVM and continues to analyze the issue. Nevertheless, the Superintendence of Corporate Relations informs that, in the event of an initial registration request for an open company in category A, financial institutions and other entities authorized to operate by the Central Bank of Brazil must fill in the quarterly information forms (ITRs) stating their consolidated intermediate financial statements in the IFRS standard.

3.2.2 Early Disclosure of Financial Information
The early disclosure of financial information, which will be disclosed subsequently in the financial statements, must be carried out exceptionally. If the company opts for the early disclosure of certain data, it must do so in an equitable manner and emphasize that they are preliminary information, informing, even, whether they have been, or not, audited or reviewed by independent auditors. 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. This exceptional disclosure must be made, as a rule, through a Relevant Fact. In the understanding of the SEP, it is presumed that financial statements contain information considered relevant, in accordance with CVM Instruction No. 358/02. It is observed that the CVM Collegiate Body has already expressed understanding in the sense that the relevance of the content of financial statements must be appreciated in each concrete case. Finally, it is worth remembering that, in the event of early disclosure of financial information, the trading ban period provided for in article 13, paragraph 4, of CVM Instruction No. 358/02 is also advanced.

3.2.3 Capital Budget
Article 196 of Law No. 6.404/76 provides that the capital budget to be approved in a general assembly 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 profit retention proposed.
Regarding issuers registered in Category A for whom CVM Instruction No. 481/09 applies, it is alerted that said Instruction requires, through item II of paragraph 1 of article 9 and item 15 of Annex 9-1-II, that, if there is a proposal for profit retention provided for in a capital budget, the company must make available to shareholders, up to one month before the date scheduled for the holding of the OGA, 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, comprising all sources of resources and applications of capital, fixed or current.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

3.3 Periodic Forms

3.3.1 Registration Form

The registration form is an electronic document, of periodic and occasional submission, provided for in Article 22 of CVM Instruction No. 480/09, whose content reflects Annex 22 of the said 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.

According to Article 45 of CVM Instruction No. 480/09, the Investor Relations Director is responsible for providing all information required by the legislation and regulation of the securities market. In this sense, all notifications sent by the CVM will be addressed to the IRD, and, consequently, to the email indicated by him in the registration form.

However, in principle, nothing prevents the IRD from indicating in the registration form a box in which other people have access. Another existing option, which can be verified with the company's IT area, is the configuration of automatic forwarding of messages received in the IRD's email.

We emphasize that these options are the exclusive responsibility of the IRD, being certain that they do not remove his responsibility.

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

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

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

This confirmation must be made by delivering the first version of the registration form of the current year, until May 31, its filling out being carried out in a complete and adequate manner to what is required by CVM Instruction No. 480/09, observed, including, Article 14 of the said Instruction.

Finally, we alert that letter "c" of item 2.1 of the registration form also requests the trading code of each species or class of shares admitted to trading.

3.3.2 Reference Form

a. Annual Delivery of the 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 said Instruction.

In the case of issuers registered in Category B, the fields marked with "X" are optional to fill out.

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

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

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

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

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

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

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

b. Update of the Reference Form

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

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

b) change in social capital;

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

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

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

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

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

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

i) celebration, alteration or termination of a shareholders' agreement filed at the issuer's headquarters or of which the controller is a party regarding the exercise of the right to vote or control power of the issuer;

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

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

Similarly, issuers registered in Category B, in accordance with paragraph 4 of Article 24 of the said 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:

a) change of administrator;

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

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

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

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

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

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

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

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

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

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

In accordance with Article 24-A of CVM Instruction No. 480/09, if there is a change in the president or investor relations director after the delivery of the Reference Form, the new occupant of the position is responsible for the information in this document that are updated, after the date of their assumption, due to the hypotheses provided for in paragraphs 3 and 4 of Article 24 of this Instruction, observed the registration category of the issuer.

In the updates resulting from paragraphs 3 and 4 of Article 24, the declaration must have the content provided for in item 1.2 of Annex 24 of CVM Instruction No. 480/09.

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

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

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

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

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

In the hypothesis of the resubmission of the Reference Form due to a request for registration of public distribution of securities, the new occupants of the positions of president and investor relations director must sign the declaration provided for in item 1.1 of the Reference Form, as provided for in paragraph 2 of Article 24-A of CVM Instruction No. 480/09.

In the case of requests for registration of public offering of distribution of shares for issuers already registered with the CVM, carried out under the reserved analysis regime provided for in CVM Deliberation No. 809/2019, of 19.02.2019, its initial petition, the Reference Form (although prepared in the Empresas.NET System), and the other documents of the already registered issuer must be sent through the CVM's digital protocol system, and not through the Empresas.NET System, in accordance with Circular Letter No. 02/2019/CVM/SEP.

3.3.3 Standardized Financial Statements – DFP

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

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

a) by the national issuer, within 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;

b) 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.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

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

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

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

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

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

3.3.4 Quarterly Information – ITR

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

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 for the last, accompanied by a special review report, issued by an independent auditor registered with the CVM.

The counting of the period of 45 (forty-five) days after the end of each quarter of the fiscal year begins on the first day (business or not) following the closing of the quarter, adjusting the final date, if it is a holiday or weekend, extending it to the next business day.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

We draw attention to the fact that, according to the request contained in Item II of paragraph 1 of the aforementioned Article 29, the Quarterly Information Form (ITR) must be accompanied by a special review report issued by an independent auditor registered with the CVM, as well as by the directors' declarations provided for in Items V and VI of paragraph 1 of Article 25 of the aforementioned Instruction.

The obligation of the Fiscal Council regarding the ITR is provided for in Item VI of Article 163 of Law No. 6,404/76.

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

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

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

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

It should be clarified that the information from the last quarter will be included in the DFP form (Article 28 of the Instruction), which includes the entire social year. If there is a statutory alteration that results in a social 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.

We alert that the ITR form of open companies registered in Category A must contain consolidated accounting information whenever such issuers are obligated to present consolidated financial statements, in accordance with Law No. 6,404/76, as determined by paragraph 2 of Article 29 of CVM Instruction No. 480/09.

In the case of issuers that are financial institutions, attention is called to what is stated in this Circular Letter (see item 3.2.1).

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

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

In the understanding of this Superintendence, the company could not deny prior access to quarterly information (before its disclosure to the market), if there has been a request by any member of the Board of Directors. It is emphasized that the members of this body, as well as other administrators, have the duty to keep confidential relevant information not yet disclosed (Article 155, paragraph 1 of Law No. 6,404/76). The eventual prior access to quarterly information would be within this legal duty of confidentiality.

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

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

3.3.5 Securitization Company Reports

As per Circular Letter No. 8/2019/SIN/CVM, published on 24.07.2019, and Circular Letter No. 10/2019/CVM/SIN, published on 09.09.2019, Securitization Companies must, since 01.10.2019, send Reports with reference to CRA and CRI issuances, when the separate estate is constituted exclusively through the Fundos.NET System. These obligations arise from CVM Instruction No. 600/18, which amended CVM Instruction No. 480/09.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

3.3.6 Report on the Brazilian Corporate Governance Code – Open Companies

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

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

We emphasize that the information provided by the company through the completion of the Report on the Brazilian Corporate Governance Code must be consistent with those disclosed in its Reference Form. For example, in the case of an affirmative response regarding the adoption of management evaluation procedures, the information must be consistent with the disclosure made in table 12.1 of the Reference Form.

In the case of an affirmative response regarding the existence of policies, duly approved by the management bodies, the company must make these Policies available through the Empresas.Net System, using the corresponding category. This guidance also applies to Bylaws and Codes that integrate the governance practices provided for in the Brazilian Corporate Governance Code.

Furthermore, attention should be paid to the obligation to present relevant justifications, instead of mere safeguards, in the cases of non-adoption or partial adoption of the practices provided for in the Report.

The information to be disclosed in the Report on the Brazilian Corporate Governance Code must be updated until the date of submission of the document.

If changes are made to the governance of issuers after the submission of the document, the Report does not need to be resubmitted.

3.4 Ordinary General Assembly – OGA

According to the statement of Article 132 of Law No. 6,404/76, annually, in the first four months following the end of the social year, there must be an ordinary general assembly (OGA) to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

In accordance with Article 60, Item III, of CVM Instruction No. 480/09, failure to observe the deadline set in Article 132 of Law No. 6,404/76 for the holding of the ordinary general assembly is considered a serious offense.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

3.4.1 Notice of Article 133 of Law No. 6,404/76

Article 133 of Law No. 6,404/76 establishes that administrators must notify, up to 1 (one) month before the date scheduled for the holding of the OGA, by announcements published in the manner provided for in Article 124 (see item 3.4.3), that the documents indicated below are available to shareholders, and it must be specified in the announcements the location or locations where shareholders can obtain copies of these documents:
a) the administration report on social business and the main administrative facts of the year ended; b) the copy of the financial statements; c) the report of the independent auditors; d) the opinion of the fiscal council, including dissenting votes, if any; and e) other documents pertinent to matters included in the agenda.

Up to at least 5 (five) days before the date scheduled for the holding of the OGA, the company must publish the documents cited in letters “a”, “b” and “c” above (paragraph 3 of Article 133). It is highlighted that, regardless of this publication, the caput of Article 133 of Law No. 6,404/76 requires that documents pertinent to matters included in the agenda of the OGA be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the assembly (30 days).

The OGA that brings together all shareholders may consider the lack of publication of announcements or the non-observance of the deadlines referred to in Article 133 of Law No. 6,404/76 and in Item VIII of Article 21 of CVM Instruction No. 480/09 to be remedied, but the publication of the documents and their sending by the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of Article 133).

According to Article 133, paragraph 5 of Law No. 6,404/76, the issuer is exempt from the publication of the announcements provided for in the caput of the aforementioned article when the documents (notably the financial statements) are published up to 1 (one) month before the date scheduled for the holding of the OGA.

3.4.2 Administration's Proposal for OGA

a. Issuers registered in Category A for which CVM Instruction No. 481/09 applies

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6,404/76, the caput of this article requires that documents pertinent to matters included in the agenda of the OGA be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the OGA (30 days), and it is also required by Article 21, Item VIII, of CVM Instruction No. 480/09 that, within the same deadline, all documents necessary for the exercise of voting rights at the OGA must be available on the CVM's Internet page.

Furthermore, Article 9 of CVM Instruction No. 481/09 provides, for issuers registered in Category A for which CVM Instruction No. 481/09 applies, that, within the same deadline, the following documents and information must be available on the CVM's Internet page:
a) administration report on social business and the main administrative facts of the year ended (included in Financial Statements and DFP form – see items 3.2 and 3.3.3); b) copy of financial statements (sent via Empresas.NET System – see item 3.2); c) administrators' comments on the company's financial situation, in accordance with Item 10 of the Reference Form (“directors' comments”) (sent, via Empresas.NET System, in the “Assembly” category, type “OGA” or “OGA/E”, species “Administration's Proposal”, subject “Administrators' comments on the company's financial situation”); d) report of independent auditors (included in financial statements and DFP form – see items 3.2 and 3.3.3); e) opinion of the fiscal council, including dissenting votes, if any (included in financial statements and DFP form – see items 3.2 and 3.3.3, as well as sent via Empresas.NET System by virtue of Item VI of Article 30 of CVM Instruction No. 480/09, in the “Management Meeting” category, type “Fiscal Council”, species “Minutes”, subject “Opinion on financial statements”); f) DFP form (sent via Empresas.NET System – see Chapter 9); g) proposal for the destination of the net profit of the year that contains, at a minimum, the information indicated in Annex 9-1-II of the Instruction (sent via Empresas.NET System by the “Assembly” category, type “OGA” or “OGA/E”, species “Administration's Proposal”, subject “Destination of Results”); and h) opinion of the audit committee, if any (sent via Empresas.NET System by the “Management Meeting” category, type “Audit Committee”, species “Minutes”, subject “Opinion on financial statements” – see item 3.2).

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

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

According to the decision of the Collegiate Body of 27.09.2011 (CVM Process RJ2010/14687) 4, companies that have incurred a loss in the year are not obligated to present the information indicated in Annex 9-1-II of CVM Instruction No. 481/09.

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

Item V of Article 133 of Law No. 6,404/76 establishes that the company must make available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the OGA, 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 this Instruction must be made available to shareholders by the date of publication of the first convening announcement, unless Law No. 6,404/76, the Instruction or another CVM norm establishes a longer deadline.

As a result, 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, issuers registered in Category A for which CVM Instruction No. 481/09 applies must provide, at a minimum, the documents and information required by Articles 10 and 12 of CVM Instruction No. 481/09 within 1 (one) month before the date scheduled for the holding of the conclave.

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is also recommended that the minutes of the Board of Directors or Nomination, Indication or equivalent committee meeting, if any, in which the adherence of the candidates to the aforementioned requirements was analyzed, be disclosed.

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

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

To comply with the requirement of Article 9, Item III, and Article 12, Item II, of CVM Instruction No. 481/09, companies registered in Category A for which CVM Instruction No. 481/09 applies must present the information required for sections 10 and 13 of the Reference Form, in accordance with Annex 24 of CVM Instruction No. 480/2009. According to the understanding expressed by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 5, the definition of the number of members of the Board of Directors, when the company's bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general assembly of shareholders.

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

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

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

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

5 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 6 “Article 141. (...) § 7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement who hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to those elected by other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body.”

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is emphasized that, if voting is possible by the holders of DRs, it appears necessary that this prerogative be exercised to the maximum degree of equality possible with shareholders.
The suggested form of disclosure is through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it is a nomination of candidates for the board of directors/fiscal council presented by minority shareholders.
Furthermore, we remind you that regarding the nominations of candidates for the board of directors/fiscal council, companies that adopt remote voting either mandatorily or optionally must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6).
We draw attention to the fact that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates up to a certain deadline prior to the date set for the meeting.
These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted by Law No. 6.404/76. According to the understanding issued by SEP, requirements for the presentation of information about candidates prior to the meeting, even if provided in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members to the Board of Directors and the Fiscal Council at the very moment of the assembly. In order to allow investors a better understanding of the remuneration proposal (item I of article 12 of CVM Instruction No. 481/09) and to support the decision to be made by them, it is recommended that issuers include, in the remuneration proposal, information on:
a) the period to which the remuneration proposal refers (for example, from the current AGM to the next); b) values approved in the previous proposal and values actually realized, clarifying the reason for any differences; and c) any differences between the values of the current proposal and the previous proposal and those contained in item 13 of the company's Reference Form, clarifying, for example, if they are due to the non-correspondence between the period covered by the proposals (letter "a") and the period covered by the Reference Form (fiscal year). Whenever the agenda of the meeting includes an item regarding the commitment to indemnity for administrators, it is recommended that the management proposal include the necessary information for shareholders to make a decision. In this sense, we suggest consulting Orientation Opinion CVM No. 38, of 25.09.2018, Circular Letter No. 9/2018/CVM/SEP and item 7.11 of this circular letter.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

The documents made available to shareholders must contain the information necessary for the understanding of the matters to be discussed at the meeting. As provided for in CVM Instruction No. 481/09, the information and documents provided to shareholders must be true, complete and consistent, drafted in clear, objective and concise language and must not induce investors to error. To facilitate reading by users, it is recommended that the document with the Management Proposal contain an index. Whenever there is a need to resubmit the Management Proposal due to compliance with CVM requirements or spontaneously, the Company must indicate in the "Reason for Resubmission" field the fact motivating the resubmission. In the case of compliance with a requirement formulated by CVM, reference must be made to the letter issued. Finally, it is highlighted that there is no possibility of exemption from delivery of the Management Proposal for issuers registered in Category A for which CVM Instruction No. 481/09 applies, since, at a minimum, the company must provide up to 1 (one) month before the date set for the holding of the AGM the comment of the administrators on the financial situation of the company, as per item 10 of the Reference Form, as required by article 9, item III, of CVM Instruction No. 481/09. It is also emphasized that, in accordance with paragraph 4 of article 133 of Law No. 6.404/76, the attendance of all shareholders at the AGM only allows the delivery of the Management Proposal outside the period provided for in the caput of the article, if this document is published before the holding of the meeting. Finally, it is important to note that the Remote Voting Bulletin document should not be part of the management proposal to the meeting or the participation manual, as it is a document with specific rules for presentation and submission. b. Issuers registered in Category B and in Category A for which CVM Instruction No. 481/09 does not apply With the entry into force, on 01.01.2020, of CVM Instruction No. 609/19, which amended CVM Instruction No. 480/09, the Management Proposals for general meetings will be mandatory only for companies registered in Category A, authorized by a market administrator entity for the trading of shares on the stock exchange, and which have shares in circulation.
3.4.3 Notice of Convocation of AGM
In accordance with item II of paragraph 1 of article 124 of Law No. 6.404/76, the convocation of a general meeting of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date and time of the meeting, the agenda, with the deadline for the first convocation being 15 (fifteen) days and for the second convocation, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of article 124 of Law No. 6.404/76. However, SEP recommends that the notice of convocation of AGM/EGM be published and disclosed in the Empresas.NET System at least 1 month in advance of the holding of the meeting, simultaneously with the Management Proposal.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It should be remembered that, in accordance with the caput and the sole paragraph of article 8 of CVM Instruction No. 559/15, the issuer of shares that serve as collateral for a sponsored DR program must convene a general meeting with a minimum deadline of 30 (thirty) days in advance, except in cases where the species or class of shares underlying the certificates does not have the right to vote on any of the matters contained in the agenda of the respective meeting. It is emphasized that for the holding of a meeting in second convocation, the publication of a new Notice is necessary. It is considered irregular to include the second convocation of the AGM already in the Notice of the first convocation. Thus, in the event that the AGM is not installed in the first convocation, a new convocation must occur through the publication of a new notice which must inform, in addition to the agenda, the location, date and time at which the meeting will be held in second convocation. The aforementioned meeting cannot be held, in second convocation, in a period less than 8 (eight) days, counted from the date on which the second notice was published (item II, of paragraph 1, of article 124, of Law No. 6.404/76). The notices of convocation of AGM/EGM of issuers registered both in Category A and in Category B must enumerate, expressly, in the agenda, all matters to be deliberated, being prohibited the use of the rubric "general matters" for matters that require assembly deliberation. In the case of meetings intended for the election of members to the Board of Directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting, in accordance with article 141 of Law No. 6.404/76, must be included, mandatorily, in the notice of convocation, as determined in article 4 of CVM Instruction No. 481/09 and article 3 of CVM Instruction No. 165/91. Upon receipt of a request for the adoption of the multiple voting process and verified that it meets the provisions of article 141 of Law No. 6.404/76 and CVM Instruction No. 165/91, the company must disclose, through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Adoption of the multiple voting process", that the election of the board of directors may take place by this process, as this is important information to instruct the decision to be taken by shareholders at the meeting. Furthermore, we remind you that regarding the adoption of the multiple voting process, companies that adopt remote voting either mandatorily or optionally must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6). According to the understanding set forth by the CVM Collegiate in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 7, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of
deliberation at the general meeting of shareholders. Thus, without prejudice to the provisions of paragraph 7 of article 141 of Law No. 6.404/76 8, the most appropriate procedure is the disclosure, in the notice of convocation, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated.

7 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 8 "Article 141. (...) § 7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be ensured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the shares with

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

the right to vote the right to elect councilors in a number equal to those elected by other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body."

Furthermore, the CVM Collegiate understood, on the same occasion, that the management proposal must contain the possible scenarios regarding the number of members to be elected, either through multiple voting or, if this is not requested, by majority vote. This is because this represents fundamental information for minority shareholders, in order to support their mobilization regarding the multiple voting process. In this line, it is recommended that the controlling shareholder/management inform the number (fixed or minimum) of councilors for a certain mandate that would be elected by multiple voting or majority (for example, 10 members), with such number possibly being increased by up to 2 members due to separate elections (i.e., reaching the number of 11 or 12 councilors). A copy of the notice of convocation of the ordinary general meeting must be sent to CVM, through the Empresas.NET System, category "Assembly", types "AGM" or "EGM", species "Notice of Convocation", within 15 (fifteen) days before the date set for the holding of the ordinary general meeting or on the same day of its first publication, whichever occurs first, in accordance with item VII of article 21 of CVM Instruction No. 480/09.
3.4.4 Summary and minutes of the AGM
According to the provisions of items IX and X of article 21 of CVM Instruction No. 480/09, the summaries of decisions of the ordinary general meeting must be sent, via Module IPE of the Empresas.NET System, on the same day of its holding, by the category "Assembly", types "AGM" or "EGM", species "Summary of Decisions", as well as the minutes of the AGMs, within 7 (seven) business days of its holding, with indication of the dates and newspapers of its publication by the category "Assembly", types "AGM" or "EGM", species "Minutes". In this sense, it should be observed that the summary of decisions taken at the meeting (provided for in item IX of article 21 of CVM Instruction No. 480/09) is not confused with the minutes of the AGM (provided for in item X of article 21 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of article 130 of Law No. 6.404/76, may be drawn up in the form of a summary of the facts occurred. Therefore, the summary provided for in item IX of article 21 of CVM Instruction No. 480/09 deals only with the result of the deliberations of the meeting. It is highlighted that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions to the issuer that delivers the minutes of the general meeting on the same day of its holding, as provided for in paragraph 2 of article 30 and the sole paragraph of article 31. For the use of this faculty, however, it is necessary that the issuer send the complete minutes of the general meeting, on the same day of the holding of the conclave. In this sense, we highlight that, in accordance with item X of article 21 of CVM Instruction No. 480/09, the minutes of the AGM must be accompanied, in the same file, of any declarations of vote, dissent or protest. In addition, the minutes must contain all documents referenced and related to the deliberations of the meeting, such as contracts.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Whenever possible, the minutes of AGMs archived at CVM must also contain the attendance list and the exact quorum for installation and approval of a certain matter. It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and fiscal council, without prejudice to the disclosure of the final voting map detailed in article 21-W, paragraph 6, item II of CVM Instruction No. 481/09. Finally, we highlight that, if the meeting is suspended for any reason, the sending of the summary and/or minutes must be carried out with the information that the aforementioned meeting was suspended, the reason for the mentioned suspension, and that subsequently the work will be resumed. The resumption of the meeting will entail the resubmission of the respective summary and/or minutes.
3.4.5 Remuneration of administrators/fiscal councilors
In accordance with article 152 of Law No. 6.404/76, "the general meeting shall fix the global or individual amount of the remuneration of administrators, including benefits of any nature and representation expenses". This amount must encompass all and any form of remuneration including, but not limited to, salary, labor bonus, social security contribution, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits. According to the understanding set forth by the CVM Collegiate in a meeting held on 10.03.2015 (CVM Process No. RJ2014/6629 9), the values paid to administrators based on the stock option plan, or other types of stock-based remuneration plans, by integrating their remuneration, must be approved in the form of article 152 of Law No. 6.404/76, as well as the disclosure requirements in the Reference Form (items relating to the remuneration of administrators and stock-based remuneration plans) must be met and the provisions of articles 12 and 13 of CVM Instruction No. 481/2009 must be observed. With regard to the remuneration of the fiscal councilor, paragraph 3 of article 162 of Law No. 6.404/76 establishes that it cannot be less, for each member in office, than ten percent of that, on average, attributed to each director, not included in the profit participation. We remind you that members of the board of directors can verify if the administration of the Open Company observes the cited provision through the information disclosed in section 13 of the Reference Form, which must be updated annually, in compliance with the provisions of paragraph 1 of article 24 of CVM Instruction No. 480/09. In addition, the detailed description of the composition of the remuneration of directors must be contained in the respective management proposal in which it is deliberated, as provided for in articles 12 and 13 of CVM Instruction No. 481/09. If the councilor considers that this data is not sufficient to attest compliance with the provisions of paragraph 3 of article 162 of Law No. 6.404/76, he may, at his exclusive discretion, request additional information from the administrators, based on the provisions of paragraph 2 of article 163 of the aforementioned law.

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is emphasized that the CVM Collegiate, by majority, in a meeting held on 27.08.2019, regarding CVM Process No. 19957.007396/2017-00, manifested its understanding in the sense that "it is not up to the regulator to require that the general meeting of open companies also approve the amount of remuneration of administrators who hold a position in the administration of controlled companies – whether wholly-owned or not – for the functions performed therein". According to its understanding, the best interpretation of the command of article 152 of Law No. 6.404/76 is that it is up to the general meeting of each company to approve the remuneration of its own administrators for the position held therein, observing the general criteria provided for therein – which serve as benchmarks for the assembly decision – , without prejudice, however, to the adoption of governance mechanisms that allow shareholders of the company to define the voting instruction at the meetings of the controlled company. Finally, it is recommended, in cases where administrators of the open company, who also hold positions as administrators in wholly-owned and controlled subsidiaries, and receive their remuneration, both directly, through the company itself, and indirectly, through these wholly-owned and controlled subsidiaries, that they bring to the scrutiny of the general meeting of the open company, both the portion borne by the company itself and the portion borne by its wholly-owned and controlled subsidiaries.
3.5 Report and communications of the trustee
Law No. 6.404/76 determines, in letters "b" and "c" of paragraph 1 of article 68, that trustees must, respectively:
a) annually, prepare and make available to debenture holders, within 4 (four) months of the end of the fiscal year of the company, a report informing the relevant facts occurred during the year, relating to the execution of obligations assumed by the company, to the collateral assets of the debentures and to the constitution and application of the amortization fund, if any, the report must also contain a declaration by the agent regarding its aptitude to continue in the exercise of the function; b) notify debenture holders, within a maximum period of 60 (sixty days), of any default, by the company, of obligations assumed in the issuance deed. Thus, it is up to issuers of debentures admitted to trading in regulated markets in Brazil to send the report provided for in item XI of article 21 of CVM Instruction No. 480/09, via Module IPE of the Empresas.NET System, through the category "Economic-Financial Data", type "Trustee Report", within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the trustee, whichever occurs first. In addition, without prejudice to the provisions of article 3 of CVM Instruction No. 358/02, the communications of the trustee prepared in compliance with article 68, paragraph 1, letter "c" of Law No. 6.404/76 must be sent by issuers to CVM, immediately after receipt of the notification sent by the trustee, through Module IPE of the Empresas.NET System, category "Economic-Financial Data", type "Notification of the trustee to debenture holders", as provided for in articles 30, item XX, and article 31, item IX, both of CVM Instruction No. 480/09.

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Pursuant to Circular Letter No. 8/2019/SIN/CVM, published on 07/24/2019, and Circular Letter No. 10/2019/CVM/SIN, published on 09/09/2019, securitization companies must, since 10/01/2019, send their periodic and occasional information, with reference to CRA and CRI issuances, when the separate estate is constituted exclusively by means of the Fundos.NET System. These obligations arise from CVM Instruction No. 600/18, which amended CVM Instruction No. 480/09.

4 Main Occasional Information
4.1 Relevant Act and Fact

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

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

It should be noted that on 02/05/2014, CVM Instruction No. 547/14 was published, which amended CVM Instruction No. 358/02, flexibilizing the regime for disclosing information about relevant acts or facts. The main objective of this reform was to offer open corporations the option to disclose relevant facts through news portals present on the Internet and not only in major circulation newspapers. The aforementioned Instruction entered into force on 03/10/2014.

According to paragraph 7 of Article 3 of CVM Instruction No. 358/02, with wording given by CVM Instruction No. 547/14, any changes in the communication channels used, including the adoption of the channel provided for in item II of paragraph 4 of Article 3 of CVM Instruction No. 358/02, must be preceded by (i) updating the policy on the disclosure of relevant acts or facts, in accordance with Article 16 of CVM Instruction No. 358/02; (ii) updating the company's registration form; and (iii) disclosing the change to be implemented, in the manner previously used by the company to disclose its relevant facts.

In the event of replacing the news portal with an Internet page used for the disclosure of relevant acts and facts with another, it is necessary to update the registration form and disclose a relevant fact regarding the matter, but there is no need to promote changes in the policy on the disclosure of relevant acts or facts.

According to Article 3 of CVM Instruction No. 358/02, it is the duty of the Investor Relations Director (DRI) to send to the CVM, through an electronic system available on the CVM's page on the worldwide web, and, if applicable, to the stock exchange and organized over-the-counter market entity where the company's securities are admitted to trading, any relevant act or fact occurred or related to its business (defined in Article 2 of this Instruction), as well as to guarantee its broad and immediate dissemination, simultaneously, in all markets where such securities are admitted to trading.

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Following the guidance of Article 5 of CVM Instruction No. 358/02, the disclosure of the relevant act or fact must be made, whenever possible, before the start (preferably, with at least one hour's notice relative to the opening of the trading session) or after the closing of business in the stock exchanges and organized over-the-counter market entities where the company's securities are admitted to trading.

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

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

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

If it is imperative that the disclosure of a relevant act or fact occurs during trading hours, the Investor Relations Director may request, always simultaneously with the stock exchanges and organized over-the-counter market entities, national and foreign, where the company's securities are admitted to trading, the suspension of trading of the open corporation's securities, or those referenced by them, for the time necessary for the adequate dissemination of the relevant information, observing the procedures provided for in the regulations issued by the stock exchanges and organized over-the-counter market entities on the subject.

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

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

Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of class entities, 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 simultaneous to the meeting, to the entire market, as determined in the caput and paragraph 3 of Article 3 of CVM Instruction No. 358/02.

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

If controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision, have personal knowledge of a relevant act or fact and confirm the omission of the DRI in fulfilling its 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, in accordance with Article 3, paragraph 2 of CVM Instruction No. 358/02.

Exceptionally, according to paragraph 5 of Article 157 of Law No. 6.404/76 and the caput of Article 6 of CVM Instruction No. 358/02, relevant acts or facts may fail to be disclosed if controlling shareholders or administrators consider that their disclosure would put the legitimate interest of the company at risk.

In the case where controlling shareholders or administrators consider 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 Superintendence of Corporate Relations – SEP, through: (i) electronic correspondence addressed to the institutional address of the SEP with the subject "confidentiality request"; or (ii) sealed envelope, in which the word "confidential" must appear prominently, in accordance with Article 7, paragraph 1, of CVM Instruction No. 358/02.

Notwithstanding, by virtue of the sole paragraph of Article 6 of CVM Instruction No. 358/02, administrators and controlling shareholders are obliged to, directly or through the DRI, immediately disclose the relevant act or fact, in the event that the information escapes control or there is an atypical oscillation in the quotation, price, or quantity traded of the open corporation's securities or those referenced by them.

In order to give effect to the rule of immediate disclosure in the above-mentioned cases, the DRI, whenever possible, must prepare a document on the relevant act or fact kept in confidence that can be disclosed in the cases provided for in the cited device. It is also advisable that the DRI have pre-approved documents available, translated into the languages of all countries where the securities are admitted to trading, so that it can effect disclosure quickly in case of urgency.

In these cases, one must also observe paragraph 2 of Article 5 of CVM Instruction No. 358/02, which deals with the disclosure of a relevant act or fact during trading hours, including the changes resulting from CVM Instruction No. 590/17.

It should be highlighted that the CVM has been understanding that, in the event of a leak of information or if the company's securities oscillate atypically, the relevant fact must be immediately disclosed, even if the information refers to operations in negotiation (not concluded), initial negotiations, feasibility studies, or even merely the intention to carry out the business (see judgment of Process CVM RJ2006/5928 10 and PAS CVM No. 24/05 11). If the relevant information escapes the control of the administration or there is an atypical oscillation in the quotation, price, or quantity traded of the open corporation's securities or those referenced by them, the DRI must inquire of the 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.

10 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070417_RJ20065928.html 11 See http://www.cvm.gov.br/sancionadores/sancionador/2008/20081007_2405.html

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Therefore, 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 DRI, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision, are subject to the determination of responsibility for the eventual infringement of the aforementioned Articles 3, 4, and 6 of CVM Instruction No. 358/02 and Articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as applicable.

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

The decision regarding the disclosure of 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 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 sentences issued within the scope of processes, including arbitration, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors' decisions to buy, sell, or hold the securities issued by the company.

Similarly, it is necessary for the company's administration to evaluate the relevance of information disseminated in operational previews, which must be disclosed in strict observance of the dictates provided for in CVM Instruction No. 358/02, emphasizing, moreover, that they are preliminary information, as well as making clear whether they were audited or not.

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

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

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

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Moreover, as provided in CVM Deliberation No. 809/19 and Circular Letter No. 02/2019/CVM/SEP, both of 02/19/19, if the request for registration of issuer and/or public offering presented under reserved analysis escapes control, it is the responsibility of the issuer to disclose it immediately, in accordance with 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.

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

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.

4.1.1 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, deliberation of the general assembly or the administrative bodies of the open corporation, 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:
a) the quotation of the open corporation's securities or those referenced by them; b) the investors' decision to buy, sell, or hold those securities; c) the investors' decision to exercise any rights inherent to the status of holder of securities issued by the company or those referenced by them.

Unlike Market Communication, the disclosure of a relevant act or fact is subject to a specific formality: immediate disclosure to the CVM, stock exchanges, or organized over-the-counter market entities where the open corporation trades its securities, and disclosure through the press (publication in a major circulation newspaper usually used by the company) or by a news portal present on the Internet (which makes available, in a section available for free access, the information in its entirety). The forwarding to the CVM and the exchange is done through the archiving of the information in the IPE Module of the Empresas.NET System, in the category "Relevant Fact".

SECURITIES COMMISSION OF BRAZIL (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

The "Market Communication" represents a category that was created in the IPE Module of the Empresas.NET System for the disclosure of communications provided for in CVM Instruction 358/02 (such as the communication of acquisition or alienation of 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 disseminated in meetings with analysts, etc.). Clarifications provided by companies regarding queries formulated by the CVM or the exchange are also archived in this category, for example. It is worth noting that for each of these cases there is an appropriate "type" within the chosen "category", in the IPE Module of the Empresas.NET System.

The distinction between the relevant act or fact and the "Market Communication" is, therefore, in the content of the disclosed information. If the company considers that the information has the potential to affect quotations or investment decisions, it should be treated internally and disclosed in the manner required for relevant information, which includes publication in major circulation newspapers usually used by the company or disclosure in a news portal present on the Internet (which makes available, in a section available for free access, the information in its entirety), as provided for in CVM Instruction No. 358/02.

It is worth clarifying that there is no requirement that the disclosure of relevant information be made 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 deliberation that constitutes 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.

4.2 Extraordinary General Assembly (EGA), Special Assembly (AGESP), Debenture Holders' Assembly (AGDEB), and Assembly of Holders of Agricultural Receivable Certificates (AGCRA) or Real Estate (AGCRI)
4.2.1 Call Notice for EGA, AGESP, AGDEB, AGCRA, or AGCRI

In accordance with item II, of paragraph 1, of Article 124, of Law No. 6.404/76, the calling of a general assembly of shareholders of an open corporation 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 advance period of the first call being 15 (fifteen) days and that of the second call being 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of Article 124 of Law No. 6.404/76. By virtue of the provisions of paragraph 2 of Article 71 of Law No. 6.404/76, the provisions of said law regarding the general assembly of shareholders apply to the debenture holders' assembly, insofar as applicable.

By analogy, the above periods must be observed in the case of calling an assembly of holders of agricultural or real estate receivable certificates, unless expressly provided otherwise in a specific rule, such as in the case of the call period for the AGCRA, which, as provided in CVM Instruction No. 600/18, must be held with a minimum advance notice of 20 (twenty) days.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is recommended, however, that companies adopt, whenever possible, a minimum period of 1 month for the convocation of the General Shareholders' Meeting (AGE), Special General Meeting (AGESP), Debentureholders' Meeting (AGDEB), Agribusiness Receivables Certificate Holders' Meeting (AGCRA), or Real Estate Receivables Certificate Holders' Meeting (AGCRI), similar to what is already required by Article 9 of CVM Instruction No. 481/09 for the Administration's Proposal for the Ordinary General Shareholders' Meeting (AGO), so that shareholders, debentureholders, or holders of agribusiness or real estate receivables certificates have sufficient time to analyze the deliberations to be taken and, if necessary, articulate to participate in the meeting.

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

It is emphasized that for the holding of a meeting in second convocation, the publication of a new Notice is required. It is considered irregular to include the second convocation of the AGE, AGESP, AGDEB, AGCRA, or AGCRI already in the Notice of the first convocation.

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

As in the case of OGAs, the convocation notices for Extraordinary General Meetings (AGE), Special Meetings (AGESP), Debentureholders' Meetings (AGDEB), and Meetings of holders of agribusiness or real estate receivables certificates (AGCRA or AGCRI) 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 be included, mandatorily, in the convocation notice, as determined in Article 4 of CVM Instruction No. 481/09 and Article 3 of CVM Instruction No. 165/91.

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

In accordance with the understanding set forth by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 12, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general shareholders' meeting.

Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 13, the most appropriate procedure is the disclosure, in the convocation notice, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated.

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

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

In accordance with item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must send, through Module IPE of the Empresas.NET System, category "Assembly", type "AGE", "AGESP", "AGDEB", species "Convocation Notice", the convocation notices of extraordinary, special, debentureholders, and holders of agribusiness or real estate receivables certificates meetings, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76.

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

CVM Instruction No. 481/09 regulated the remote voting procedure, as stated in item 7.1.6 of this Circular Letter.

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

4.2.2 Administration's Proposal for AGE, AGESP, AGDEB, AGCRA or AGCRI
a. Administration's Proposal – Category A – companies that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation

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 AGE, AGESP, or AGDEB must be made available to shareholders or debentureholders, at the company's headquarters, upon publication of the first announcement of convocation of the general meeting. In addition, issuers of securities registered in Category A that are authorized by a market administrator entity to trade shares on a stock exchange and have shares in circulation must send all documents necessary for the exercise of the right to vote in extraordinary, special, and debentureholders' meetings 14 through an electronic system available on the CVM page on the worldwide computer network (Module IPE of the Empresas.NET System), as determined by item II of Article 30 of CVM Instruction No. 480/09.

In the case of issuers registered in Category A to which CVM Instruction No. 481/09 applies, it is worth alerting that CVM Instruction No. 481/09 came to dispose of 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 to the CVM, through Module IPE of the Empresas.NET System (see Chapter 9), by the date of publication of the first announcement of convocation, except when Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

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

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

a) information provided for in Article 8 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent by the category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Matter of special interest of a related party";

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

b) information indicated in Article 10 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Fiscal Council";

c) information provided for in Article 11 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent by the category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Bylaw reform";

d) Information indicated in Article 12 of CVM Instruction No. 481/09 to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Remuneration of administrators and counselors";

e) information indicated in Article 13 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Share-based Remuneration Plan";

f) information indicated in Article 14 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Capital Increase", with the exception of the:
(i) Fiscal Council's opinion on capital increase (item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent by the category "Board Meeting", type "Fiscal Council", species "Minutes", subject "Opinion on capital increase"; (ii) reports and studies that subsidized the fixing of the issuance 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"; (iii) report on the evaluation of assets (item 5, letter "s", subitem "iii", of Annex 14 of CVM Instruction No. 481/09) to be sent by the category "Economic-Financial Data", type "Evaluation Report", subject "Asset evaluation report".

g) information indicated in Article 15 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E" or "AGE", species "Administration's Proposal", subject "Issuance of debentures" or "Issuance of subscription warrants";

h) information indicated in Article 16 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", 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 "Board Meeting", type "Fiscal Council", species "Minutes", subject "Opinion on capital reduction";

i) information indicated in Article 17 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", "AGESP", species "Administration's Proposal", subject "Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization";

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

j) information indicated in Article 18 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Reduction of mandatory dividend";

k) information indicated in Article 19 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Acquisition of control of another company", with the exception of the studies and reports that subsidized the negotiation of the acquisition price of control (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent by the category "Economic-Financial Data", type "Evaluation Report", subject "Report used in acquisition of control";

l) information indicated in Article 20 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", 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";

m) information indicated in Article 20-A of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal";

n) information indicated in Article 20-B of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Acquisition of shares issued by the company itself" or "Alienation of shares issued by the company itself", as the case may be; and

o) information indicated in Article 21 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Administration's Proposal", subject "Choice of Evaluators".

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 "Administration's Proposal" document containing the due attachments must be sent, through Module IPE of the Empresas.NET System, making mention, in the subject, of the respective items of the agenda.

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

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

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

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

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

Finally, whenever the agenda of the meeting includes an item on the rendering of indemnity commitment for administrators, it is recommended that the administration's proposal include the information necessary for shareholders to make a decision.

In this sense, we suggest consulting CVM Advisory Opinion No. 38, of 25.09.2018, Circular Letter No. 9/2018/CVM/SEP, and item 7.11 of this Circular Letter.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

As provided for in paragraph 3 of Article 135 of Law No. 6.404/76, the documents pertinent to the matter to be debated in the AGE, AGESP, or AGDEB 15 must be made available to shareholders, at the company's headquarters, upon publication of the first announcement of convocation of the general meeting.

In accordance with item II of Article 31 of CVM Instruction No. 480/09, the issuer with Category B registration must send to the CVM all documents necessary for the exercise of the right to vote in general meetings of debentureholders ("AGDEB"), in accordance with the terms and deadlines established by law.

The sending of the documents and information necessary for the exercise of the right to vote in the AGDEB must be done through Module IPE of the Empresas.NET System, category "Assembly", type "AGDEB", species "Administration's Proposal", choosing the relevant subjects according to the guidelines provided in this circular (see item "a").

Analogously, the same obligation to make available the documents pertinent to the matter to be debated in the meeting also applies to meetings of holders of agribusiness or real estate receivables certificates (AGCRA or AGCRI).

Regarding AGCRA and AGCRI, the sending must be carried out through the Fundos.NET System.

Issuers registered in Category B and Category A issuers to which CVM Instruction No. 481/09 does not apply may voluntarily send the documents necessary for the exercise of the right to vote in AGEs and AGESP.

The comments contained in item "a" above, with regard to the content and method of sending, apply to the proposals mentioned in this item.

4.2.3 Summary and Minutes of AGE, AGESP, AGDEB, AGCRA or AGCRI

Issuers registered in Categories A and B must mandatorily 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 of the holding of the meeting, through the Empresas.NET System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Summary of Decisions", as well as the minutes of the meetings, within 7 (seven) business days of its holding, through Module IPE of the Empresas.NET System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Minutes".

15 As provided for in paragraph 2 of Article 71 of Law No. 6.404/76, combined with paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents pertinent to the matters to be debated in the general meeting of debentureholders must be made available, at the company's headquarters, upon publication of the first announcement of convocation of the general meeting. The sending of the documents and information necessary for the exercise of the right to vote must be done through Module IPE of the Empresas.NET System, category "Assembly", type "AGDEB", species "Administration's Proposal".

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

By analogy, issuers must send the summaries of the decisions of meetings of holders of agricultural or real estate receivable certificates (AGCRA or AGCRI) on the same day the meeting is held, via the Fundos.NET System, as well as the minutes of the meetings, within 7 (seven) business days of their holding, via the Fundos.NET System. In this regard, it should be noted that the summary of the decisions taken at the meeting (provided for in item III of articles 30 and 31 of CVM Instruction No. 480/09) is not the same as the minutes of the General Shareholders' Meeting or the General Meeting of Unitholders (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 meeting's deliberations.

It is worth noting that CVM Instruction No. 480/09 exempts the delivery of the summary of decisions to the issuer that delivers the minutes of the general meeting on the same day it is held, as provided for in paragraph 2 of article 30 and the sole paragraph of article 31. However, to use this option, it is necessary for the issuer to send the complete minutes of the general meeting on the same day the meeting is held.

In this regard, we highlight that, in accordance with item IV of article 30 (companies registered in Category A) and item IV of article 31 (companies registered in Category B) of CVM Instruction No. 480/09, the minutes of the General Shareholders' Meeting, General Meeting of Unitholders, or General Meeting of Debenture Holders must be accompanied, in the same file, by any declarations of vote, dissent, or protest. In addition, the minutes must contain all documents referenced and related to the meeting's deliberations, such as contracts.

Whenever possible, the minutes of the General Shareholders' Meeting, General Meeting of Unitholders, and General Meeting of Debenture Holders archived at the CVM must also contain the attendance list and the exact quorum for installation.

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

It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and the fiscal council.

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

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

The absence of some element in statements or disclosures (such as, for example, relevant premises, parameters, adopted methodologies, and deadlines) by the Company and its administrators does not remove the essence of the projection, only indicating that a certain statement or disclosure does not meet the requirements of completeness and consistency required by article 14 of CVM Instruction No. 480/09 in all information disclosed by the issuer. It is worth noting that the SEP's action, regarding the analysis of information disclosed by Companies to the market, seeks to prevent unofficial information from being provided, without clear methodology, and disconnected from its planning.

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

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

CVM Instruction No. 480/09, in its article 20, provides that the disclosure of projections and estimates is optional and determines that, when the issuer decides to disclose them, they must be:
a) included in the Reference Form; b) identified as hypothetical data that do not constitute a performance promise; c) reasonable; and d) 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 premises, parameters, and methodology of previously disclosed projections and estimates (paragraph 3).

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

The issuer must also compare, quarterly, in the "Commentary on the behavior of business projections" field of Forms ITR and DFP (see items 3.3.3 and 3.3.4), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of article 20 of CVM Instruction No. 480/09).

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

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

If the company uses calculated financial metrics, such as, for example, EBITDA – Earnings Before Interest, Taxes, Depreciation, and Amortization, it must present the reconciliation with the accounting items expressed directly in the financial statements, in accordance with CVM Instruction No. 527/12.

Finally, if the disclosed projections are discontinued, this fact must be 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.

4.4 Shareholder Agreement
Without prejudice to the disclosure of a Relevant Fact regarding the signing of shareholder agreements, in accordance with article 2 of CVM Instruction No. 358/02, issuers registered in Category A must send to the CVM, through the IPE Module of the Empresas.NET System:
a) Shareholder agreements, their amendments, and other corporate pacts archived at the issuer, within 7 (seven) business days counted from their archival, in the category "Shareholder Agreement"; b) Information about shareholder agreements of which the controlling shareholder or controlled and affiliated companies of the controlling shareholder are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer's securities, containing, at minimum, date of signing, term of validity, parties, and description of the provisions related to the issuer, within 7 (seven) business days counted from the issuer's knowledge of their existence, in the 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 signing of a new shareholder agreement implies its update with the CVM.

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

4.5 Group of Companies Convention
According to item IX of article 30 of CVM Instruction No. 480/09, the controlling company and its controlled companies that constitute, in the form of article 265 of Law No. 6.404/76, groups of companies, obligating themselves to combine resources or efforts to carry out their respective objects, or to participate in common activities or ventures, are obliged to send a copy of the convention to the CVM, through the IPE Module of the Empresas.NET System, category "Group of Companies Convention", within a period of up to 7 (seven) business days counted from its signing.

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".

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

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

4.7 Petitions and Sentences Involving Judicial and Extrajudicial Recovery
Without prejudice to the disclosure of a Relevant Fact regarding the petition or declaration of judicial or extrajudicial recovery, in accordance with article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, through the IPE Module of the Empresas.NET System, the following documents provided for in article 30, items XXI to XXV, and in article 31, items XII to XVI, of CVM Instruction No. 480/09, within the deadlines indicated:
a) initial petition for judicial recovery, with all documents that support it, on the same day of protocol in court, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Initial Petition"; b) judicial recovery plan, on the same day of protocol in court, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Recovery Plan";

c) sentence denying or granting the judicial recovery petition, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences"; d) petition for homologation of the extrajudicial recovery plan, with the accounting statements prepared specifically to support the petition, on the same day of protocol in court, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Petition for homologation of extrajudicial recovery plan"; e) sentence denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, under the category "Information on Companies in Judicial or Extrajudicial Recovery", type "Sentences".

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

4.8 Negotiations by Administrators, Persons Related to Them, and Controlled, Affiliated, and the Company Itself with Securities Issued by the Company
Article 11 of CVM Instruction No. 358/02 provides for the periodic disclosure of negotiations carried out:
a) by directors and members of the board of directors, the fiscal council, and any organs with technical and consultative functions created by statutory provision; b) by the company itself, its controlled and affiliated companies.

In the case of the aforementioned natural persons, as provided for in article 11, caput and paragraph 4, of CVM Instruction No. 358/02, the communication must be made to the open company (through the DRI), indicating the quantity, characteristics, price, and date of the transactions and the method of acquisition or alienation of the securities issued by them and by controlled or controlling companies, or referenced by them, of which they are holders:
a) within a period of 5 (five) days after the realization of each business; b) on the first business day after taking office; and c) upon the presentation of documentation for the registration of the company as open.

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

It is worth emphasizing, especially regarding the negotiations carried out by the natural persons referred to in article 11 of CVM Instruction No. 358/02, that any business carried out by them must be reported to the DRI and will result in the obligation to send the information to the CVM within a period of 10 days after the end of the month in which such movement occurs, regardless of modification of the final balance. It is recommended that both the persons mentioned in the caput of article 11 of CVM Instruction No. 358/02 and the DRI keep archived the proof of sending and receiving the messages exchanged regarding the movements carried out.

Another point to be highlighted is that the communication must cover business with derivatives or any other securities referenced in the securities issued by the open company and, if they are open companies, their controlling and controlled companies. Financial instruments such as ADRs are covered by article 11 of CVM Instruction No. 358/02 and, therefore, must be reported, as well as fund shares that invest in shares of open companies.

Both in the case of negotiations by legal entities and in the case of natural persons, the DRI must send, in accordance with paragraph 6 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 changes in the positions held or the month in which the taking of office of the cited persons occurs occurs. In this sense, in months where the 10th coincides with weekends or holidays, the information may be presented on the next business day.

We highlight that, in accordance with Circular Letter No. 10/2018/CVM/SEP, since 19.12.2018, the new functionality for providing the information referred to in article 11 of CVM Instruction No. 358/02 has been made available, which will allow the creation, structured and standardized filling, and sending of individual and consolidated forms ("Forms").

Such information must be sent through the Structured Electronic Form available in the Empresas.NET System.

Regarding the functionality described above, once the Individual Form of each director, member of the board of directors, the fiscal council, and any organs with technical or consultative functions created by statutory provision is completed, the Consolidated Form will be automatically generated. Similarly, upon sending the Individual Form, the system will also automatically send the Consolidated Form.

With the objective of having complete and reliable information, it is requested that Companies, as an example of what many issuers already do, voluntarily send the forms, even in months when no movements or changes in the positions of administrators and related persons have been verified. The information inserted in the Structured Electronic Forms will form three files. One of them containing data on the individual positions held by each administrator or related person. Another containing the consolidated position of the members of each body (management, board of directors, fiscal council, and technical or consultative bodies). The third file will contain data on individual positions of the company itself, its controlled, and its affiliated companies.

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

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

If there has been more than one purchase operation or more than one sale operation on the same day, of the same type of security, the Company may choose to disclose the information of each negotiation separately (date, quantity, and price) or disclose the total quantity of the day's negotiations, in which case, the value to be informed in the "Volume" field must be the total amount of the operations carried out on that date. It is worth noting, however, that in both cases, purchase and sale operations must be disclosed separately, that is, it is not allowed to fail to inform purchase operations because there were sale operations on the same day or vice versa.

It is worth noting that CVM Instruction No. 590/17 included paragraph 9 in article 11 of CVM Instruction No. 358/02, which equated to negotiation with securities issued by the company, its controlling or controlled companies, in the latter two cases, provided they are open companies, the application, redemption, and negotiation of investment fund shares whose regulations provide that its stock portfolio is composed exclusively of shares issued by the company, its controlled, or its controlling company.

Finally, one must also observe the inclusion of paragraphs 10 and 11 in article 11, promoted by CVM Instruction No. 590/17.

4.9 Relevant Negotiations
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 carry out a relevant negotiation with 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 same provision, a relevant negotiation is considered the business or set of businesses through which the participation of the aforementioned persons exceeds, upwards or downwards, the thresholds of 5%, 10%, 15%, and so on, of the species or class of shares.

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

It is also worth noting that, in accordance with article 20 of Instruction No. 358/02, the obligation of communication commented here:
a) applies to both negotiations carried out in 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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

b) extends to transactions carried out directly or indirectly by the persons referred to in article 12 of the aforementioned regulation, whether such transactions are conducted through a controlled company or through third parties with whom a trust or portfolio management agreement is maintained.

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

4.9.1 Recipient of the Obligation

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

As provided in this article, the increase or reduction in participation may occur through an individual investor as well as through a group of persons, acting in concert or representing the same interest.

According to article 20 of CVM Instruction No. 358/02, this reporting obligation extends to transactions carried out indirectly through “third parties with whom a trust or portfolio management agreement is maintained”, except, under the terms of the sole paragraph of the provision, for transactions carried out by funds under discretionary management.

4.9.2 Object of the Relevant Participation

a. Shares

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

b. Financial Derivative Instruments and Other Securities Referenced in Shares

The disclosure obligation associated with the execution of relevant transactions extends to financial derivative instruments and other securities referenced in shares.

Thus, this provision covers transactions involving, for example, call and put options on shares and “Total Return Equity Swaps”.

Pursuant to article 12, paragraph 2, of CVM Instruction No. 358/02, the disclosure obligation in question also applies even if the financial instruments in question provide for exclusively financial settlement.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

The device in question also covers investment in Structured Operations Certificates – COE and investment funds in stock indices. Thus, the holder of such instruments may be subject to the duty to communicate their participation with respect to shares underlying them.

However, article 12, paragraph 3, item IV, of CVM Instruction No. 358/02 exempts the need for communication if the COE, fund, or derivative in question has less than 20% (twenty percent) of its return determined by the share in question.

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

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

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

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

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

c. ADR, GDR, and BDR

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

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

d. Share Lending

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

Similarly, shares subject to lending must be considered in the calculation of the increase or reduction in participation for the purposes of the main text 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 specify the portion of shares held by the declaring investor that was acquired or alienated through share lending.

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

e. Indirect Participation

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

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

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

4.9.3 Calculation of the Increase or Reduction in Participation

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

It is emphasized, however, that, in addition to the shares themselves, derivatives referenced in such shares must be considered, whether of physical or financial settlement. When considering derivatives in verifying the aforementioned percentages, the following rules must be observed:
a) the total quantity of shares referred to in the derivative instrument must be taken into account, without adjustments based on the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments of physical settlement and shares and (ii) another involving only derivative instruments of financial settlement – disclosure is necessary when the percentages provided for in the regulation are reached in any of these counts, and the disclosure must cover both shares and other instruments referenced therein, regardless of their settlement form; c) whenever a financial derivative instrument, COE, or index fund admits the possibility of physical settlement (including through the redemption of units in shares), it must be considered as of physical settlement; d) “sold” positions alone do not trigger the need for disclosure, however (i) there is no offsetting between “bought” and “sold” positions and (ii) once the need for disclosure is triggered, it must cover even “sold” positions; e) “bought” positions are considered, for example: shares held spot, instruments that confer the right or obligation to acquire shares at a future date, and swap contracts that confer payments to the investor based on the return of the shares; f) “sold” positions are considered, for example, those resulting from instruments that confer the right or obligation to alienate shares or that imply the need to make payments positively related to the return of the shares;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

g) if a share has a weight less than 20% in determining the return of a certain financial derivative instrument, COE, or market index investment fund, this share should not be aggregated with other positions possibly held in that share by the investor; h) if a share has a weight greater than 20% in determining the return of a certain financial derivative instrument, COE, or market index investment fund, this share must be aggregated with other positions possibly held in that share by the investor, weighting the notional value of the instrument in question by the respective weight of the share; and i) shares that do not yet exist and may be issued due to, for example, rights associated with convertible debentures or subscription warrants should not be aggregated with positions already held by the investor.

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

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

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

At a later moment, the investor acquires a put option for 6 preferred shares. Regardless of the settlement form of this contract and the fact that it represents 6% of the total of this species of shares, no disclosure is necessary, and this “sold” position is disregarded in the calculation 16.

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

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

16 Although the “sold” position is disregarded in the calculation with respect to an investor, see item 4.9.4 below, regarding intra-group positions in derivatives.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

4.9.4 Group of persons acting in concert or representing the same interest

The obligation to communicate the variation in relevant share participation covers not only individual investors, but also 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 linkage between shareholders:
a) link due to kinship, contract, or shareholders' agreement providing for voting rights; b) two or more companies under common control; c) company and its direct or indirect controller; d) exclusive fund and its sole unitholder; and e) situations where there is common discretionary management of resources.

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

If the relevant participation is reached by a set of investors under common discretionary management, the declaration to be submitted by the administrator must identify the manager and indicate the total share participation held, jointly, by the funds and portfolios under his management. It is not mandatory to specify the funds or portfolios and their respective shareholdings, according to a Decision of the CVM Collegiate Body, in an extraordinary meeting held on 11.03.2011 (CVM Process RJ2011/2324) 17.

It is worth clarifying that, under the same Decision, in the case of a relevant participation being reached in isolation by a certain fund or portfolio under discretionary management, the Declaration must identify the manager and the total share participation held, jointly, by all funds or portfolios under his management, and it is not mandatory to reveal the fund holding the relevant participation.

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

As already clarified by the CVM Collegiate Body in a previous decision (e.g. decision in Process CVM RJ2009/1365 18), the purpose of CVM Instruction No. 358/02, in requiring the disclosure of the transaction of relevant participations, is to inform the market about significant changes in the distribution of patrimonial and political rights among shareholders, as well as in the dispersion and liquidity of the company's shares. In the case of derivative transactions carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these operations (for example, in scenarios where the risk of an operation contracted by a company of the same group is transferred to another company or companies of the same group) could impact the quality of information provided to the market. In this sense, and in cases where it may be considered that the companies of the group are “acting in concert or representing the same interest”, under article 12 of the Instruction, derivative transactions between persons of the same group should be disregarded in the disclosure of relevant participation.

4.9.5 Responsibility of the Administrator or Manager

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

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

Furthermore, according to paragraph 3 of article 79 of CVM Instruction No. 555/15, the administrator of an investment fund is liable for damages resulting from his own acts and omissions that cause them, whenever he acts contrary to the law, regulations, and normative acts issued by the CVM.

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

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

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

4.9.6 Timing and Form of Disclosure
In accordance with Article 12 of CVM Instruction No. 358/02, the communication of an increase or decrease in relevant shareholding must be made immediately after the referred shareholding is reached. As a general rule, to comply with the deadline established in the aforementioned article, disclosure must occur by the start of the trading session on the fourth business day following: (i) the date of execution of the order to buy or sell securities admitted to trading in markets administered by B3; or (ii) the date of execution of a contract - through an unlisted instrument - that may result in the exercise of rights based on shares that, considering the shareholding already held by the investor, would represent a relevant percentage of the type or class of shares issued by the public company.

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

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

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

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

Only in cases where the acquisition results from or was 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 conduct 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 disclosure through the press or a news portal present on the Internet, in accordance with Article 3, paragraph 4, of CVM Instruction No. 358/02.

The “Declarations of Acquisition of Relevant Shareholding” and “Declarations of Divestment of Relevant Shareholding” must be sent to the Company’s Investor Relations Department (DRI). Once received by the Company, the DRI must forward the declarations via Module IPE of the Empresas.NET System, category “Market Communication”, type “Acquisition/Divestment of Shareholding (Article 12 of CVM Instruction No. 358)” and species “Declaration of divestment of relevant shareholding – Article 12 of CVM Instruction No. 358/02” or “Declaration of acquisition of relevant shareholding – Article 12 of CVM Instruction No. 358/02”. In the case of declarations that have been published, by virtue of paragraph 5 of Article 12 or voluntarily, the dates and newspapers in which the publication was effected must be provided.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Additionally, the DRI must evaluate whether, based on the information received, the shareholding (excluding derivatives, whether physical or financial settlement) has exceeded the threshold of 5%, 10%, 15%, and so on. If affirmative, the DRI must, equally, promote the necessary update of the information provided on the subject in the Reference Form, in accordance with paragraphs 3, items V and VI, and 4, item III, of Article 24 of CVM Instruction No. 480/09.

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

It should be noted that, in the case of funds and managed portfolios, the information provided in letter “a” above must refer to the manager, as guided in this circular (see item 4.9.4).
The communication must also contain the identification of the vehicles that led to the relevant acquisition (see item e).
Regarding the objective of the shareholding provided for in letter “b” above, if applicable, the acquirer must inform that it is an operation carried out with the objective of hedging obligations assumed by him in derivative contracts.

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

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

In the case of the non-resident investor, it is the responsibility of their legal representative, in accordance with item III, of Article 3 of the Regulation Annex I to CMN Resolution No. 4.373/14, “to immediately communicate to the Central Bank of Brazil and to the Securities Commission, observing their respective competencies, the extinction of the representation contract, as well as the occurrence of any irregularity of which they become aware.” In cases where the non-resident investor's omission regarding compliance with Article 12 of CVM Instruction No. 358/02 is verified, their legal representative may eventually be held administratively liable, based on the sole paragraph of Article 3 of the Regulation Annex I to CMN Resolution No. 4.373/14.

4.10 Trading Policy
The formulation of a trading policy for securities, provided for in Article 15 of CVM Instruction No. 358/02, is the initiative of the issuer and is optional. However, the preparation of such policy is recommended, as it is very useful for issuers to establish additional conduct rules to those provided for in Law No. 6.404/76 and CVM Instruction No. 358/02, for transactions involving, primarily, shares issued by the company itself. The trading policy should not, therefore, represent a mere repetition of the text of the aforementioned Instruction, but contain a detailed description of the procedures and measures effectively adopted by the company to avoid violations of the rules dealing with trading in the company's shares by the company itself, controlling shareholders, administrators, members of the supervisory board or other bodies created by statutory provision. In the event that the issuer admits trading by persons with access to material non-public information based on individual investment plans (see item 4.11), such prerogative must be disclosed in the trading policy, in accordance with paragraph 5 of Article 15-A of CVM Instruction No. 358/02. In this case, the trading policy will be mandatory. Issuers registered in Category A who have this policy must forward it via Module IPE of the Empresas.NET System, category “Trading Policy for the company's shares”, as provided for in Article 30, item XI, of CVM Instruction No. 480/09. Although this obligation does not exist for issuers registered in Category B, voluntary submission in the manner described above is recommended. If the issuer chooses to prepare the trading policy and the disclosure policy as a single document, it must be forwarded via the Empresas.NET System, both through the category “Trading Policy for the company's shares” and through the category “Disclosure Policy for Material Act or Fact”.

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

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Controlling shareholders, administrators, members of the supervisory board and any bodies with technical or consultative functions, created by statutory provision, or anyone who, by virtue of their position, function, or role in the public company, its controlling company, its subsidiaries or affiliates, has knowledge of information regarding material acts or facts, may formalize investment plans. The investment plan allows its holder to trade securities with knowledge of material information not yet disclosed to the market, provided that the following requirements are met:
a) prior formalization in writing before the DRI; b) establishment, in an irrevocable and unalterable manner, of the dates and values or quantities of the transactions to be carried out; c) minimum period of 6 (six) months for the plan, its possible modifications and cancellations to take effect; d) existence of no more than one investment plan in force simultaneously; e) absence of operations that nullify or mitigate the economic effects of the transactions to be carried out in accordance with the investment plan; and f) verification at least semi-annually by the board of directors of the adherence of the transactions carried out by the participant to the investment plan formalized by him.

Regarding item “b” above, it is highlighted that it is possible to define a set of parameters, such as algorithms and formulas, which, once applied to the specific case, determine whether transactions will be carried out or not and, if so, what the dates and financial values involved are. In this case, however, all parameters must be previously and objectively defined and be irrevocable and unalterable, so as to eliminate the ex post discretion of the participant in carrying out or not the transaction in question. Regarding item “e”, attention is called to the impossibility of carrying out transactions with financial derivative instruments for the purpose of hedging the commitment assumed by the participant in the investment plan. The investment plan may also allow its holder to trade securities in the 15-day period prior to the disclosure of quarterly (ITR) and annual (DFP) information from the issuer, provided that, in addition to the above requirements, the following is also observed:
a) a schedule with specific dates for the disclosure of ITR and DFP forms has been approved; and b) the plan obliges the participant to revert to the company any avoidable losses or gains accrued in transactions resulting from eventual changes in the disclosure dates of the ITR and DFP forms, calculated by reasonable criteria defined in the plan itself.

Some public companies choose to extend similar restrictions described in this section to a larger set of people, such as employees and collaborators, requiring, in addition, that the transactions of these people be in line with an investment plan signed by the participant.

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

In this sense, it is permitted that companies require their collaborators to have investment plans that are not periodically monitored by the board of directors, and, for this reason, do not serve to allow transactions in periods during which CVM Instruction No. 358/02 determines that they should not be carried out. Even in these cases, it is recommended that the company have other internal procedures to verify the investment plans in question on a regular basis. It should be clarified that investment plans should not be sent via the Empresas.NET System. Finally, it is recommended to consult the decision of the Collegiate Body, in the meeting of 19.11.2019, regarding Process CVM No. 19957.005109/2018-08.

4.12 Disclosure Policy
The disclosure policy for material acts or facts is a mandatory document established in Article 16 of CVM Instruction No. 358/02, applicable to all issuers. Such document must contemplate, at minimum, the channel or channels of communication used to disseminate information about material acts and facts (in accordance with Article 3, paragraph 4, of CVM Instruction No. 358/02) and the procedures regarding the maintenance of confidentiality concerning material non-public information. It is recommended that the Disclosure of Information Policy provide for adequate internal controls for each type of information to be treated, such as by creating a classification by order of relevance, and access controls for each type of information. Additionally, it is recommended that the Disclosure Policy establish objective criteria for determining the timing, form, and means of disclosure of information, and for identifying exceptional cases that would justify the exception to the rule of immediate disclosure and the request for maintenance of confidentiality with the CVM. CVM Instruction No. 358/02 did not make any restriction or exception to the obligation to adopt the document. Therefore, it is sufficient for the company to be regularly registered with the CVM, regardless of the corporate organization and the nature of the securities issued, to have the duty to adopt the disclosure policy. Issuers must forward the Disclosure Policy to the CVM, via Module IPE of the Empresas.NET System, category “Disclosure Policy for Material Act or Fact”, as provided for in Article 30, item XII (for issuers registered in Category A), and Article 31, item VII (for issuers registered in Category B), both of CVM Instruction No. 480/09. If the issuer chooses to prepare the trading policy and the disclosure policy as a single document, it must be forwarded via Module IPE of the Empresas.NET System, both through the category “Trading Policy for the company's shares” and through the category “Disclosure Policy for Material Act or Fact”.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

The disclosure policy for material acts or facts must be updated whenever there is any change in the communication channels used by the company, in accordance with paragraph 7 of Article 3 of CVM Instruction No. 358/02, prior to the implementation of the change.
It is recommended that the disclosure policy be drafted clearly, objectively, and in detail, bringing specific procedures, such as:

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

4.13 Bylaws
In accordance with CVM Instruction No. 480/09, issuers registered in Category A and Category B are obligated, by virtue, respectively, of item XIII of Article 30 and item XXIII of Article 31 of the aforementioned Instruction, to submit the consolidated bylaws, within 7 (seven) business days counted from the date of the assembly that deliberated the alteration. The submission must be made via Module IPE of the Empresas.NET System, in the category “Bylaws”.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

The submission of the bylaws attached to the minutes of the assembly that deliberated its alteration does not dispense with its submission via Module IPE of the Empresas.NET System in the category “Bylaws”.

4.14 Meetings of the Board of Directors and the Supervisory Board
CVM Instruction No. 480/09 determines, in items V and VI of Article 30, that issuers registered in Category A must forward, via Module IPE of the Empresas.NET System, the following information, within the indicated deadlines:
a) minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements forwarded by the councilors, within 7 (seven) business days counted from their realization, through the category “Administration Meeting”, type “Board of Directors”, species “Minutes”; b) minutes of Supervisory Board meetings that approved opinions, accompanied by any statements forwarded by the councilors, within 7 (seven) business days counted from the date of disclosure of the act or fact subject of the opinion, through the category “Administration Meeting”, type “Supervisory Board”, species “Minutes”.

It should be noted that issuers registered in Category B are obligated to forward, via the Empresas.NET System, in the manner described above, the minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements forwarded by the councilors, within 7 (seven) business days counted from their realization, as provided for in item V of Article 31 of CVM Instruction No. 480/09. Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the entities administering such markets regarding the deadline for providing information on Board of Directors deliberations that impact the rights and form of trading of the securities issued by them. It is also noted that, due to the provision contained in Article 14 of CVM Instruction No. 480/09 which determines that “the issuer must disclose true, complete, consistent information that does not mislead the investor”, the content of the minutes of administration and supervisory board meetings must inform the reasons that led to any dissenting vote, as well as must contain any individual statements that have been presented by members, in cases where such information may influence the investor's decision. Finally, although minutes related to Board of Directors meetings were not included in the Instruction among the eventual mandatory presentation information, voluntary submission is recommended.

4.15 Communication of Auditor Change
As determined by Article 28 of CVM Instruction No. 308/99, it is the responsibility of the audited entity's administration, within 20 (twenty) days, to 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.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

This communication must be sent to the CVM, by the Company’s DRI, through the IPE Module of the Empresas.NET System, category “Market Communication”, type “Change of auditor (article 28, CVM Instruction No. 308/99)”.

It should be noted 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, as determined by item XII of paragraph 3 (for issuers registered in category “A”) and item VII of paragraph 4 (for issuers registered in category “B”), both of article 24 of CVM Instruction No. 480/09, the Reference Form must be updated within 7 (seven) business days from the date of communication, by the issuer, of the change in independent auditor, even if the start of the new auditor’s services is on a future date.

In this sense, as provided for in annex 24 of CVM Instruction No. 480/09, field 2.1.c of the Reference Form must inform the date of hiring of the services covered by the alteration communicated by the company.

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

Additionally, the issuer shall resend the registration form with the updated data of the new independent auditor, within 7 (seven) business days from the event that caused the alteration (which in this case, must be understood as being the aforementioned communication of change of auditor), in accordance with article 23 of CVM Instruction No. 480/09.

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

4.16 Communication on transactions between related parties

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

Such disclosure must occur through the IPE Module of the Empresas.NET System, category “Communication on Transaction between Related Parties”.

Considering the diversity of ways in which transactions between related parties can take place, it is not possible to establish, a priori, uniform and objective criteria or determine all situations that may mark the moment of occurrence of a transaction of this type.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

However, without prejudice to the provisions of CVM Instruction No. 358/02, the SEP advises that the term “occurrence” be interpreted as the date of celebration of the contract in accordance with applicable legislation, which cannot exceed: (i) the date of signature of the contract, if any, that establishes the transaction or set of transactions between related parties; or (ii) in exceptional cases, where, given the nature of the business or the circumstances of the case, it is not possible to adopt the moment of celebration of the contract as a reference, the date of settlement of the transaction or the date of start of its execution, whichever occurs first.

It is important that administrators, in the exercise of their fiduciary duties, implement internal controls that ensure the identification of these operations throughout the preliminary negotiation and timely disclosure upon their celebration.

In accordance with Annex 30-XXXIII of CVM Instruction No. 480/09, only the following should be subject to disclosure:
I – the transaction or the set of correlated transactions, whose total value exceeds the lesser of the following values:
a) R$50,000,000.00 (fifty million reais); or b) 1% (one percent) of the issuer's total assets; and II – at the discretion of management, the transaction or the set of correlated transactions whose total value is lower than the above parameters, taking into account: (a) the characteristics of the operation; (b) the nature of the related party's relationship with the issuer; and (c) the nature and extent of the related party's interest in the operation.

Regarding item I above, item III of article 3 of Annex XXXIII of CVM Instruction No. 480/09 establishes that:
“III – ‘correlated transactions’ are understood to be the set of similar transactions that have a logical relationship with each other due to their object or their parties, such as:
a) subsequent transactions that result from a first transaction already carried out, provided that this has established its main conditions, including the values involved; and b) transactions of continued duration that encompass periodic installments, provided that the values involved are already known.”

In this sense, communications on transactions between related parties concerning contracts that the company's management identifies as relevant must be disclosed within the period provided for in article 30, item XXXIII, of CVM Instruction No. 480/2009, counted from the date of signature, renewal, or alteration of the contract being disclosed. The concept of relevance must take as a basis the values described in Annex 30-XXXIII and the best estimates of management, even if it is not possible, on the date of celebration of the contract, to determine the exact value that will result from its execution.

Additionally, it is recommended that these communications include a reference to the explanatory note in the financial statements, as well as to the items of the Reference Form that detail the evolution of the described contract.

For example, the hiring of a related party in 2017 to provide services totaling R$40 million would not be subject, in principle, to communication, provided that the company's management

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br does not deem it relevant due to other factors. If, in 2018, there is a new hiring of the same related party to provide new services, with a new contract, totaling R$10 million, but which falls under the definition of correlated transaction set forth above, the transactions must be reported. The fact that the hires occur in different years does not rule out the need for disclosure.

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

Transactions referenced in foreign currency must be periodically verified for analysis of their classification for disclosure.
The following do not need to be subject to disclosure: (a) transactions between the issuer and its direct and indirect subsidiaries, except in cases where there is participation in the capital stock of the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them; (b) transactions between direct and indirect subsidiaries of the issuer, except in cases where there is participation in the capital stock of the subsidiary by the direct or indirect controllers of the issuer, its administrators, or persons linked to them; and (c) remuneration of administrators. For illustrative purposes of the logic of incidence and non-incidence of the norm, see the organizational chart below:
Imagine that the issuer reporting the information is A.
Transactions (i) between A (or its subsidiaries Sub A1 and Sub A 2) and the Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B should be disclosed.

Controller
A
Sub A1 Sub A2
B

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br There is no obligation to disclose (i) transactions of Sub A1 and Sub A2 with each other nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controller or B held participation in Sub A1 or Sub A2 by another means other than via A 19.

We highlight that, in accordance with the decision of the Collegiate Body in Process CVM No. 19957.003597/2018-19, 20 ordinary and recurring cash and treasury management operations, carried out within the intervals of the tariff tables published by the contracted financial institutions, are exempt from disclosure under Annex 30-XXXIII, even if they exceed the financial levels referred to in the regulation. The exemption does not cover the disclosure of transactions between related parties in the Reference Form and in the financial statements, in the manner of the specific regulation applicable, nor does it exempt administrators and controlling shareholders from the duties established in the Corporations Law.

Still within the scope of the aforementioned decision, it is worth noting that the CVM Collegiate Body understood the forwarding of the aforementioned process to the Market Development Superintendence – SDM, so that it could conduct studies on the subject, aiming at eventual normative alteration that encompasses the exemption now treated.

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

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

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

19 This example considers only shareholdings of the controlling shareholder, but the same logic applies to administrators.
20 See http://www.cvm.gov.br/decisoes/2018/20181227_R1/20181227_D1018.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is recommended that issuers draft and disclose a Related-Party Transaction Policy, approved by the Board of Directors, which provides procedures and criteria that allow (i) the identification of related parties; (ii) the identification of suppliers, service providers, and clients who have transactions with parties related to the Company; (iii) the criteria and procedures related to the selection of the counterparty, evaluation, and approval of contracts, with the objective of mitigating potential conflicts of interest and ensuring that all transactions with related parties are carried out in the interest of the Company.

Whenever such a document exists, it must be forwarded through the Empresas.net System, in the category “Related-Party Transaction Policy”.

The Brazilian Corporate Governance Code brings suggestions of practices to be adopted by issuers with the objective of guaranteeing the fairness of operations. According to the aforementioned document, the board of directors must approve and implement a policy on transactions with related parties, which includes, among other rules:
a) provision that, prior to the approval of specific transactions or guidelines for the contracting of transactions, the board of directors requests from the management alternatives to the market for the transaction with the related party in question, adjusted by the risk factors involved; b) prohibition of forms of remuneration of advisors, consultants, or intermediaries that generate conflicts of interest with the company, the administrators, the shareholders, or classes of shareholders; c) prohibition of loans in favor of the controller and the administrators; d) the hypotheses of transactions with related parties that must be based on independent appraisal reports, prepared without the participation of any party involved in the operation in question, whether bank, lawyer, specialized consulting company, among others, based on realistic premises and information endorsed by third parties; and e) that corporate restructurings involving related parties must ensure equitable treatment for all shareholders.

It is also recommended that the Policy provide that transactions with related parties be analyzed by a Statutory Audit Committee, when present, or another specific independent body, which would be responsible for evaluating the conditions under which such transactions are established and ensuring that they are carried out in the best interest of the company. The approval of these operations must be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company, and it is also recommended the creation of approval hierarchies according to the relevance of the transaction.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

4.17 Communication regarding indemnity contracts

In accordance with Circular Letter No. 9/2018/CVM/SEP, whenever the provision of an indemnity commitment for administrators occurs, the company must forward, through the Empresas.Net System, the indemnity contracts, their amendments, and any other documents that also reflect the terms and conditions applicable to the indemnity regime.

In this sense, the associations to be used for the mentioned submissions are: Category “Indemnity Contracts” and Types: “Indemnity Contracts and Amendments” and “Other Documents Related to Indemnity Contracts”, depending on the document to be forwarded.

Finally, we suggest consulting Opinion CVM No. 38, of September 25, 2018, Circular Letter No. 9/2018/CVM/SEP, and item 7.11 of this dispatch.

4.18 Stock-based compensation plans

The company must disclose, through the Empresas.NET System, any stock-based compensation plans it possesses, including stock option plans.

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

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

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

All stock-based compensation plans referring to the remuneration of administrators of the open company must be archived in the Empresas.NET System, even if the shares used in the plan are not issued by the company itself, but by a parent, subsidiary, affiliated, or commonly controlled company.

4.19 Earnings release

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

In the preparation of earnings releases, considering the risks arising from the disclosure of only part of the information contained in the financial statements, special attention must be paid to the observance of the principles contained in articles 14 to 16 of Instruction No. 480/09, notably with regard to the disclosure of complete, consistent, and non-misleading information for the investor.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

4.20 Presentation material to analysts / market agents

As per article 30, item XIV, of CVM Instruction No. 480/09, companies that hold a public meeting with analysts and market agents must forward the material presented on the same day of its realization.

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

For equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed in the same. The material must be easily understood, even by users who do not participate in the meeting.

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

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

4.21 Market maker

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

The market maker may exercise its activity autonomously or be hired by the issuer of the securities in which it specializes, by parent, subsidiary, or affiliated companies of the issuer, or by any holders of securities who have an interest in forming a market for the papers of their ownership.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

In the event of hiring or dismissal of a market maker by the issuer or its controlling shareholder, the company must inform the CVM and the stock exchange or the organized over-the-counter market entity, as applicable:
I – name and qualification of the market maker; II – the company’s objective in the operation; III – the duration of the contract; IV – the quantity of shares in circulation in the market, by type and class, as defined in CVM Instruction No. 567/15; V – indication of any agreement or contract between the market maker and the controlling shareholder, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

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

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

4.22 Installation of the Statutory Audit Committee and election of its members
We draw attention to the obligation to send the communications provided for in items XXIX and XXX of article 30 and items XX and XXI of article 31 of CVM Instruction No. 480/09, including regarding the information of the curriculum of new members in case of changes in the committee's composition, which must be sent within 7 (seven) business days from the date of installation or change in composition. For sending, the IPE Module of the Empresas.NET System must be used: Category: “Market Communication”, Type: “Installation, change in composition or dissolution of the statutory audit committee”. The subjects are mandatory to fill out and are as follows: Installation of the statutory audit committee, Change in composition of the statutory audit committee, and Dissolution of the statutory audit committee.

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

Thus, we draw the attention of issuers with securities traded on B3 to the need to comply with requests issued by the exchange based on the aforementioned agreement.
The full version of the agreement can be consulted on the CVM’s website (www.cvm.gov.br), at the address http://www.cvm.gov.br/export/sites/cvm/convenios/anexos/Convenio-BMFBovespa.pdf.

5.2 General Guidelines
The submission of periodic and event information provided for in CVM Instruction No. 480/09, CVM Instruction No. 481/09, article 28 of CVM Instruction No. 308/02, and CVM Instruction No. 358/02 must be made through the Empresas.NET System (see Chapter 9).
It is worth noting that the final deadlines for submitting periodic and event information are non-extendable, as there is no express authorization in the legislation to authorize, for any reason, a request for extension of the deadline for submitting this information.
For information whose submission deadline is not stipulated in CVM Instruction No. 480/09 in business days, if it coincides with a Saturday, Sunday, or national holiday, the final date for presenting periodic and event information will be the next business day, as established by article 66 of Law No. 9.784/99.

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 2.6.1), according to the values listed in Annex 3 of CVM Instruction No. 608/19, without prejudice to the assessment of any responsibilities of the administrators for non-compliance with the deadlines (and, when applicable, the receiver, trustee, judicial administrator, judicial manager, or liquidator), in accordance with articles 9, item V, and 11 of Law No. 6.385/76.

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

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

In this sense, it is worth mentioning the vote delivered by the President of the CVM in PAS RJ2011/9493 (Minutes of the Collegiate Meeting No. 6, of 02/05/2013) 21 suggesting that, on these occasions, the DRI must publish a Market Communication informing (a) that the company will not disclose the said periodic information within the deadlines established in the Corporate Law or in specific norms regarding the subject; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures being taken to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be provided in a timely manner.

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

Although not crucial, the following should also be observed:
a) Page and paragraph breaks that prevent truncated reading, in order to avoid “orphan” and “widow” lines; b) Use of typography and font size consistent throughout the entire document; c) Consistency in sequences of alphabetical and numbered lists, in order to prevent doubts regarding the logical structure of the document; d) Consistent page size throughout the same document; e) Avoid improper separation of titles, table headers, or footnotes from their respective contents onto two pages;

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

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

f) Pay attention to misaligned or poorly formatted tables, which make it difficult to understand the information; g) In pages of files that have been digitized, avoid the presence of stains resulting from the digitization process, such as threads and black margins; h) Signatures should be omitted or replaced with the expression “/s/” – indication that the original contains the signature of the person responsible for the information; i) Observe the optimization of page and section spaces; and j) Avoid blank pages with repetition of headers and/or footers.

5.3 Obligation to maintain 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 the entities administering the markets in which its securities are admitted to trading the periodic and event information, according to content, form, and deadlines established in Chapter III of the Instruction, which provides, among other things, the obligation of sending via an electronic system available on the CVM’s website on the World Wide Web.

The issuer registered in Category A must also place and maintain the information disclosed by it on its website for 3 (three) years, counted from the date of disclosure.
It is worth noting that this archiving rule refers to all periodic and event information provided for in legislation and regulations issued by the CVM, not limited only to those listed in article 30 of CVM Instruction No. 480/09. Thus, there is a need to archive communications provided for in CVM Instruction No. 358/02, such as, for example, those regulated in articles 11 and 12 of this Instruction.

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

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

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

Such request must be addressed to the Superintendence of Corporate Relations (SEP) via (i) electronic correspondence addressed to the SEP’s institutional address (sep@cvm.gov.br) with the subject “confidentiality request”; or (ii) a sealed envelope, in which the word “confidential” must appear, in accordance with article 7, paragraph 1 of CVM Instruction No. 358/02.

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

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

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

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

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

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

Furthermore, it is worth noting that companies listed on the Novo Mercado of B3 must observe the rules established regarding the disclosure of documents in English.

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

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

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

6.2 Issuers in special situation
6.2.1 Issuers in extrajudicial recovery
In addition to the periodic and event information provided for in sections II and III of Chapter III of 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 in article 35 of the Instruction. These reports must be sent via the IPE Module of the Empresas.NET System, category “Information of companies in judicial or extrajudicial recovery”, type “Compliance Report with the Plan”.

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the 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, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with article 23 of CVM Instruction No. 480/09.

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

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

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably regarding the 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, without prejudice to the confirmation of the information contained in the form until May 31 of each year, 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 Empresas.NET System (see items 3.3.1 and Chapter 9).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

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

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

c) definitive general list of creditors, in the category “Information on Companies in Liquidation”, type “Definitive general list of creditors”; d) final report and balance sheet of the liquidation, in the category “Information on Companies in Liquidation”, type “Final Report and Balance Sheet of Liquidation”; e) other reports, opinions, and accounting information, in the category “Information on Companies in Liquidation”, type “Other reports, opinions, and accounting information”; and f) act closing the liquidation, in the category “Information on Companies in Liquidation”, type “Act closing the liquidation”.

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

It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company's status and its responsible person, by sending the registration form, within 7 (seven) business days counted from the event that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 23 of CVM Instruction No. 480/09.

It should be noted that the responsible person's data must also be updated via the Empresas.NET System (see items 3.3.1 and Chapter 9).

7 Relevant Corporate Events and Other Guidelines
7.1 Guidelines common to ordinary and extraordinary general assemblies
7.1.1 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 a proxy holder constituted less than 1 (one) year ago, who is a shareholder, administrator of the company, or lawyer, and that, in the case of a public company, the proxy holder may also be a financial institution, with the investment fund manager representing the condominium owners.

The CVM Collegiate Body, in a meeting held on 04.11.2014 (CVM Process RJ2014/3578) 22, understood that legal entity shareholders may be represented in shareholders' assemblies by their legal representatives or through duly constituted mandataries, in accordance with the constitutive acts of the society and with the rules of the Civil Code. In this way, there is no need for this mandatary to be a shareholder, administrator of the company, or lawyer.

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

22 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D17.html

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

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

It is further noted that, in a meeting held on 24.06.2008 (CVM Process RJ2008/1794) 23, the CVM Collegiate Body issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the S.A. Law require the recognition of signature or the consularization of proxies. In this way, the company may always, at its discretion, dispense with the recognition of signature and the consularization of the instruments of proxy granted by shareholders to their representatives.

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

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

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

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

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

23 See http://www.cvm.gov.br/decisoes/2008/20080624_R1/20080624_D02.html

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

A copy of the draft proxy and the other information required in Article 23 of the Instruction, including the identification of the natural or legal persons who promoted, organized, or funded the proxy request, even if partially, must be sent to the CVM, on the date of the start of the request, via the IPE Module of the Empresas.NET System, category “Assembly”, type “AGO”, “AGO/E”, “AGE” or “AGESP”, as applicable, species “Material regarding public proxy requests”.

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

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

When the public proxy request is 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 proxies will be requested.

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

In this sense, the rule stipulates that proxies 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% (half percent) of the social capital.

Shareholders representing at least 0.5% (half percent) of the social capital of the public company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 7.1.3).

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

If the proposal supported by the shareholders is approved or if at least one of the candidates supported by them is elected, the company must bear the total value of the reimbursable expenses incurred.

On the other hand, if the shareholders' proposal is not accepted or the candidates supported by them are not elected, the company will be obligated to reimburse only 50% (fifty percent) of the reimbursable expenses.

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

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

It should be noted that companies that adopt remote voting, in accordance with CVM Instruction No. 481/09, and that wish to make a public proxy request must disclose, together with the communication to the market of their intention to make the request (Article 27 of CVM Instruction No. 481/09), all valid requests for inclusion of proposals and candidates received so far, in accordance with Article 21-P of CVM Instruction No. 481/09 (see item 7.1.6).

Finally, it is alerted that the provisions contained in Articles 1, 21-A, 21-L, 21-W, 21-X, and Annex 21-F of CVM Instruction No. 481/09, which specifically deal with remote voting, were altered in accordance with CVM Instruction No. 594, issued on 20.12.2017, and apply to assemblies held from March 5, 2018, and whose remote voting ballots are disclosed, in the form of paragraph 1 of Article 21-A, from February 1, 2018 onwards (see item 7.1.6).

7.1.3 Request for list of shareholders' addresses (Art. 126, § 3, of Law No. 6.404/76)
The purpose of accessing the address list of Article 126, paragraph 3, of Law No. 6.404/76 is to allow the representation of shareholders by proxy in assemblies, independent of prior request for proxy by the company itself, increasing the possibilities of organizing non-controlling shareholders, aiming to exercise the right to vote. If the shareholder wishes to obtain the addresses of other shareholders for any other purpose than contacting them to represent them in assemblies, using proxies, Article 126 cannot be invoked.

The express reference of paragraph 3 of Article 126 to paragraph 1 of the same article, combined with the fact that the matter is regulated in the article that deals with representation in assemblies, leaves no doubt about the need for a summoned assembly, or one imminent to be summoned, for the rule of paragraph 3 to apply.

CVM Instruction No. 481/09, which regulates public proxy requests to exercise voting rights, also disciplines the matter.

According to the Instruction, requests for address lists formulated by shareholders holding 0.5% (half percent) or more of the social capital of the public company, based on Article 126, paragraph 3, of Law No. 6.404/76, must be attended to by the company within, at most, 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 fulfillment of any formalities or the presentation of any documents not provided for in paragraph 2 of Article 126, namely: (i) contain all the informative elements necessary to exercise the requested vote; (ii) allow the shareholder to exercise a vote contrary to the decision with the indication of another proxy holder to exercise this vote; and (iii) be directed to all holders of shares whose addresses are in the company's registers.

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.

7.1.4 Installation of the Fiscal Council and election of its members
Law No. 6.404/76 established, in Article 161, paragraph 4, letter “a”, that holders of preferred shares without voting rights or with restricted voting rights have the right to elect, in a separate vote, one member and respective alternate; the same right will have minority shareholders, provided they represent, together, ten percent or more of the shares with voting rights.

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

In interpreting Article 161, paragraph 4, letter “a”, of Law No. 6.404/76, the CVM stated, through CVM Advisory Opinion No. 19/90, that in order for the right attributed by law to preferred shareholders not to become merely nominal, it must be understood that, in the separate vote of these shareholders for the election of their representative on the Fiscal Council, controlling shareholders cannot participate, even if they also hold preferred shares. Such participation, if admitted, would result in an effective restriction of the essential right to monitor and in non-equitable representation of interests, often contrary, which the law sought to protect.

In this sense, the understanding of the SEP, in consonance with the provisions of Advisory Opinion No. 19/90, is that, in election processes for the fiscal council provided for in Article 161, paragraph 4, letter “a”, and Article 240 of Law No. 6.404/76, no shareholders who do not fall within the concept of minority that the Law sought to protect should participate, i.e., in addition to controllers, persons linked to them should also not participate.

It should be noted that the CVM Collegiate Body confirmed, on more than one occasion, in sanctioning processes, that entities over which the company's controller has a decisive influence cannot participate in the separate election of members of the fiscal council provided for in Article 161, paragraph 4, of Law No. 6.404/76, whether in the slot for preferred shareholders or in the slot for minorities. In this sense, see the decision of the CVM Collegiate Body issued in CVM PAS No. 11/12, in a judgment session held on 02.12.2014 24.

24 See http://www.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html

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

Thus, as already stated in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/05 25, the voting impediment extends to pension entities sponsored by the public company or its holding companies when, cumulatively:
a) the indication of the majority of its administrators falls to the sponsor or its controller, even when the tie-breaking vote falls to the representative of the sponsor or its controller; and b) no mechanism has been adopted that ensures that the deliberation to choose the councilors to be elected by minority shareholders was taken with the majority participation of administrators elected by participants of the pension entity.

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

It should be noted that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 26, the voting impediment is directed to the shareholder. It is then up to the chairperson to declare this impediment only in cases where the prohibition is evident. Thus, the assembly chairperson should only impede the voting of shareholders in the separate election if it remains evident, in each case, that there is decisive influence from the controller or sponsor on the voting decision of the private pension entity.

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

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

CVM Instruction No. 324/00 establishes a scale reducing, based on social capital, the minimum percentages of shareholding participation necessary to request the installation of the Fiscal Council of a public 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 assembly, the installation of the Fiscal Council, observing the special quorum for installation provided for in Instruction 324/00.

25 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html 26 See http://www.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Installation is approved, making the election of its members mandatory. However, the percentage of shareholding for separate election, as provided in paragraph 4(a) of Article 161 of Law No. 6,404/76, cannot be reduced by the CVM, as it does not fall under any of the hypotheses provided for in Article 291 of the same law.

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

Furthermore, it is worth highlighting the understanding issued by the CVM Collegiate in the meetings of 06.05.2008 and 23.09.2008 (CVM Process RJ2007/11086), to the effect that the requirement of "10% or more of the shares with voting rights" provided in Article 161, paragraph 4, does not refer to the number of shares that the minority present at the meeting needs to hold to elect, in a separate vote, a member and respective alternate of the Fiscal Council, but rather to the number of shares with voting rights held by all non-controlling shareholders of the company.

It is also alerted that Instruction CVM No. 481/09 provides that whenever the general meeting is convened to elect administrators or members of the Fiscal Council, companies registered in Category A to which said Instruction applies must provide, at minimum, the information required for items 12.5 to 12.10 of the Reference Form, regarding candidates indicated or supported by the administration or by controlling shareholders (see Articles 1 and 10 of Instruction CVM No. 481/09, as amended by Instruction CVM No. 594, of 20.12.2017).

For their part, open companies registered in Category B may, in line with the provisions of Article 133, item V of Law No. 6,404/76 (in the case of EGM) and Article 21, item VIII and Article 31, item II, both of Instruction CVM 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.

Regarding the indication of candidates for election to the Board of Directors, it is worth highlighting the decision of the CVM Collegiate, emanated within the scope of administrative process 19957.004466/2018-41, which, by majority, understood that the prohibitions of Article 17, paragraph 2 of Law No. 13.303/16 also apply to candidates for the Fiscal Council of state-owned enterprises. Notwithstanding, it is noted that, at the present moment, an injunction decision by the Judiciary suspending the effects of said decision is in force, in the specific case.

27 See http://www.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://www.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html 28 See http://www.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://www.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html 29 See http://www.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html 30 See http://www.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html 31 See http://www.cvm.gov.br/decisoes/2018/20180426_R1/20180426_D1021.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Still regarding mixed-capital societies, given the position of SEP established within the scope of CVM Process No. 19957.004086/2019-97, a mixed-capital society created within the state scope, despite being controlled by a member state of the Union, cannot indicate for administrative positions in its investments Ministers of State, Municipal Secretaries, or blood relatives and similar persons of these people up to the third degree.

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

It is worth highlighting the understanding of the CVM Collegiate in response to the SEP consultation appreciated in a meeting of 21.01.2020 (CVM Process No. 19957.006786/2018-35), to the effect that minority shareholders linked to the controller or under its decisive influence cannot request inclusion, nor contribute their shares to, together with other shareholders, make up the minimum percentage necessary for inclusion, in the Remote Voting Bulletin, candidates to compete for vacancies on the Board of Directors and the Fiscal Council to be filled in a separate election reserved for minority shareholders.

It is alerted that the provisions contained in Articles 1, 21-A, 21-L, 21-W, 21-X and Annex 21-F of Instruction CVM No. 481/09, which deal specifically with remote voting, were amended in accordance with Instruction CVM No. 594, issued on 20.12.2017, and apply to meetings held from March 5, 2018, and whose remote voting bulletins are disclosed, in the form of paragraph 1 of Article 21-A, from February 1, 2018 onwards (see item 7.1.6).

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

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

Regarding the election of alternate members of the Fiscal Council, 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 alternates in equal number, shareholders or not, elected by the general meeting.

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

32 See http://www.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

7.1.5 Election of Board of Directors members
Law No. 6,404/76 establishes, as a rule, the election of Board of Directors members by absolute majority (Article 129), being elected those who gather the largest number of votes from those present at the meeting. To ensure, however, the proportional nature of filling the Board of Directors positions, the Law created two other electoral mechanisms that confer to minorities holding relevant participation the possibility of electing members to the Board of Directors, through:
a) the multiple voting process provided for in the caput of Article 141; and b) the mechanism of separate election provided for in paragraph 4 of Article 141, in which the majority of holders may elect one member and their alternate, excluding the controlling shareholder:
(i) of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and (ii) of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the social capital.

According to guidance contained in the Vote of Director-President Marcelo Barbosa, in a meeting held on 26.02.2019 (Process SP2016/0245), in cases of election of the Board of Directors of companies whose corporate bylaws provide that this body may be composed of a variable number of members, it is up to the general meeting to determine the exact number of councilors to be elected. In these cases, the following procedures must be observed (see items 3.4.2, 3.4.3 and 4.2.1):
a) the administration must inform, in its proposal to the meeting, the number of members it indicates, or are indicated by the controlling shareholder, to compose the Board of Directors; b) it is recommended, to facilitate understanding and mobilization of shareholders, that the administration also presents in the proposal the possible scenarios of Board composition according to the voting systems that may be adopted (majority vote, multiple vote, and separate voting); and c) the administration must include, as an item on the agenda, the deliberation on the fixing of the exact number of members that will compose the Board of Directors.

In the same vote manifestation, the Collegiate draws attention to the fact that, in scenarios where the corporate bylaws establish a variable number of members to compose the Board of Directors, the definition of the number of Board members must necessarily precede the deliberations regarding the election of its members, at which time shareholders may be asked to manifest whether they wish to proceed with the multiple voting system, if it has already been requested in accordance with the law, or adopt separate voting, thus abandoning the request for multiple voting, without prejudice to, if applicable, both procedures being adopted.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

In the same line, the CVM Collegiate understands it is important to reinforce that, procedurally, if in the same meeting there is adoption of the multiple voting system cumulated with a request for separate voting, the election of councilors according to the latter system must be prior to the election by multiple vote, because only after the realization of the separate voting will it be possible to identify the number of remaining vacancies and, thus, calculate the coefficient of the multiple vote.

The CVM Collegiate, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607), understood that shares kept in treasury must be excluded from the total number of shares or the total number of shares with voting rights, as applicable, for the purposes of calculating the percentages indicated in Article 141, paragraphs 4 and 5, of Law No. 6,404/76.

Article 239 of Law No. 6,404/76 still ensures to the minority the right to elect one of the members of the Board of Directors, if a larger number does not belong to them by the multiple voting process, in mixed-capital societies.

The objective of introducing the separate voting mechanism for the election of representatives of preferred and minority shareholders in the Fiscal and Administrative Councils has as its objective to make the body effectively representative, which contributes to the good governance of open companies.

For this reason, SEP understands that the interpretation that CVM has been making in Advisory Opinion CVM No. 19/90 and in sanctioning processes regarding participation in the separate election provided for in Article 161, paragraph 4, of Law No. 6,404/76 (see item 7.1.4), also applies to the separate election of Article 141, paragraphs 4 and 5, of Law No. 6,404/76, as well as to Article 239 of this Law.

The prerogative of election of Board of Directors members established in these devices belongs to minority or preferred shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises decisive influence. In this sense, see the decision of the CVM Collegiate issued in PAS CVM No. 11/12, in a judgment session held on 02.12.2014.

SEP understands that the understanding established in the vote of President-Rapporteur Marcelo Trindade in PAS CVM No. 07/05 (see item 7.1.4) also applies to the elections of members for the Board of Directors dealt with in Articles 141, paragraphs 4 and 5, and 239 of Law No. 6,404/76. Thus, in the analysis of the existence of decisive influence of the controller over the other shareholders of the company, for the purpose of verifying the classification of these as minorities holding the right to participate in the separate election, the governance structure of each shareholder will be taken into account, mainly.

33 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 34 See http://www.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html 35 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

Still regarding the election of administration councilors by non-controlling shareholders, it is emphasized that in the meeting held on 11.04.2006, the CVM Collegiate deliberated to maintain the interpretation of Article 141, paragraph 5, of Law No. 6,404/76 given in the meeting of 08.11.2005 (CVM Process RJ2005/5664), which, in cases where the company has only issued shares with voting rights, will have the right to elect and dismiss one member and their alternate of the Board of Directors, in separate voting in the general meeting, excluding the controlling shareholder, the majority of holders who hold at least 10% of the total shares with voting rights.

In cases where a shareholder requests the adoption of the multiple voting procedure for the election of Board of Directors members, we draw attention to the possibility that this shareholder withdraws the request formulated at any time, even in the assembly itself, as decided in CVM Process No. 19957.003630/2018-01.
39 Therefore, it is recommended that shareholders who have an interest in the election through multiple voting present their own requests for the adoption of such procedure, independently of previous similar requests that may have been formulated by other shareholders.
Thus, even if a previous request is withdrawn by the shareholder who formulated it, the multiple voting procedure must still be observed.

Article 239 of Law No. 6,404/76, specifically aimed at mixed-capital societies, allows holders of non-controlling ordinary shares of these societies, regardless of the shareholding participation they hold, to elect one member of the Board of Directors, if a larger number does not belong to them by the multiple voting process provided for in Article 141 of the Law. Thus, the application of Article 239 depends initially on the verification of the number of Board of Directors members that the holders of ordinary shares will be able to elect by the multiple voting process.

It is important to note that the CVM Collegiate deliberated, in a meeting held on 07.07.2015 (RJ2014/4375) that, in mixed-capital societies, the application of Article 239 excludes the application of Article 141, paragraph 4, item I of Law No. 6,404/76, prevailing, thus, the special norm over the general determination.

36 See http://www.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html 37 See http://www.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html 38 See http://www.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html 39 See http://www.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Notwithstanding, since it is especially directed to shareholders holding ordinary shares, the use of Article 239 does not prejudice the exercise by preferred shareholders of the right to elect separately one member of the Board of Directors and their alternate, in the form of Article 141, paragraph 4, item II, of Law No. 6,404/76, although paragraph 5 of Article 141 of Law No. 6,404/76 remains inapplicable, since minority shareholders with voting rights would have already participated in the election dealt with in said Article 239, not being possible to use their shares to compose the quorum required by said paragraph 5.

Note that Article 147, paragraph 1, of Law No. 6,404/76 enumerates certain hypotheses of ineligibility for administrative positions, including cases provided for in special law. Given this, and specifically regarding the situation of open mixed-capital societies, attention is drawn to the hypotheses of ineligibility provided for in Article 17, paragraph 2, of Law No. 13.303/16.

With respect to this, besides observing, in the election of its own administrators, the hypotheses of ineligibility provided for in such device, according to the understanding of the Collegiate in CVM Process No. 19957.008923/2016-12, mixed-capital societies must also abstain from making indications of persons included in these hypotheses for positions in companies in which such mixed-capital societies are investors.

Additionally, according to the understanding of the Collegiate in CVM Process No. 19957.011269/2017-05, the requirements and prohibitions for the indication and election of administrators, provided for in Law No. 13.303/16, also apply to members of the statutory committee for indication and evaluation provided for in Article 10 of said Law.

Moreover, given the position of SEP established within the scope of CVM Process No. 19957.004086/2019-97, a mixed-capital society created within the state scope, despite being controlled by a member state of the Union, cannot indicate for administrative positions in its investments Ministers of State, Municipal Secretaries, or blood relatives and similar persons of these people up to the third degree.

It is worth alerting that Instruction CVM No. 481/09 provides for the documents and minimum 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 until the date of publication of the first announcement of convocation, except when Law No. 6,404/76, Instruction CVM No. 481/09, or another norm issued by the CVM establishes a longer deadline.

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

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

40 See http://www.cvm.gov.br/decisoes/2016/20161227_R1/20161227_D0476.html 41 See http://www.cvm.gov.br/decisoes/2018/20180105_R1/20180105_D0870.html

In line with the provisions of Article 6, item II, of CVM Instruction No. 481/09, companies must disclose information regarding candidates for the Board of Directors and the Audit Committee proposed by non-controlling shareholders, granting these candidates the same transparency and disclosure currently provided to candidates proposed by management or controlling shareholders pursuant to Article 10 of CVM Instruction No. 481/09.

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

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

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

These practices, however, should be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted by Law No. 6.404/76. According to the understanding issued by SEP, requirements to present information about candidates prior to the assembly, even if provided in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided by Law No. 6.404/76 to indicate and elect members to the Board of Directors and the Audit Committee at the moment of the assembly itself.

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

Finally, it is worth highlighting the understanding of the CVM Board in response to the SEP inquiry reviewed in the meeting of 21.01.2020 42 (CVM Process No. 19957.006786/2018-35), to the effect that minority shareholders linked to the controller or under its decisive influence cannot request the inclusion, nor contribute with their shares to, together with other shareholders, make up the minimum percentage necessary for the inclusion, in the Remote Voting Bulletin, of candidates to compete for seats on the Board of Directors and the Audit Committee to be filled in a separate election reserved for minority shareholders.

7.1.6 Remote Voting – CVM Instruction No. 481/09
a. Scope of CVM Instruction No. 481/09

On 07.04.2015, CVM Instruction No. 561/15 was issued, which amended CVM Instructions No. 480/09 and No. 481/09 to regulate the participation and remote voting of shareholders in general assemblies of public companies. Through this regulation, the CVM sought to facilitate participation in assemblies and the exercise of certain rights by non-controlling shareholders.

42See http://www.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

On 21.12.2017, CVM Instruction No. 594/17 was issued, which amended provisions of CVM Instruction No. 481/09, including regarding the institution of remote voting. It is worth noting that these amendments are applicable to assemblies held from March 5, 2018, and whose remote voting bulletins are disclosed, in the form of paragraph 1 of Article 21-A, from February 1, 2018 onwards.

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

The procedures described in CVM Instruction No. 481/09 apply to: (a) Ordinary General Assemblies; (b) Extraordinary General Assemblies that deliberate (i) on the election of members of the Audit Committee or (ii) of the Board of Directors, when the election is necessary due to the vacancy of the majority of the council's positions, due to vacancy in a council elected by multiple voting, or to fill seats dedicated to the separate election referred to in Articles 141, paragraph 4, and 239 of Law No. 6.404/76; and (c) whenever the extraordinary general assembly is convened to occur on the same date scheduled for the ordinary general assembly, in accordance with Article 4 of CVM Instruction No. 594/17.

We draw attention to the possibility of minority shareholders reaching the quorum for the installation of the Audit Committee, and yet not reaching the required percentage, in accordance with Article 161, paragraph 4, Law No. 6.404/76, for the election of a candidate. In these cases, according to the CVM Board's decision, if the quorum provided in the mentioned device is not reached, the controlling shareholder is not obliged to participate in the election of the members of the Audit Committee, with such election being the responsibility of the shareholders present, regardless of their participation (Processes RJ2007/3246 and RJ2006/5701, REg. 5489/07, Rel. President Marcelo Fernando Trindade, j. 10.7.2007).

Thus, once the council is installed, the election of members becomes mandatory. It would therefore be recommended, in order to facilitate the election, guidance to minority shareholders, administrators, and controllers to be prepared for this scenario in assemblies.

The provisions of the regulation are applicable, from January 1, 2018, to public companies registered in category A and authorized by a market administrator entity to trade shares on a stock exchange that have shares in circulation.

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

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

In line with what is provided in paragraph 2 of Article 21-A of CVM Instruction No. 481/09, any public company to which the aforementioned instruction applies may use remote voting voluntarily in a specific extraordinary general assembly. The issuer that chooses to adopt remote voting in an extraordinary general assembly not included in the list of Article 21-A of CVM Instruction No. 481/09 will not be obliged to do so in other extraordinary general assemblies, but must follow the deadlines provided and conditions established in Chapter III-A, except for Section IV, of CVM Instruction No. 481/09.

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

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

Furthermore, in line with the provisions of Subsection I of Section I of Chapter III of CVM Instruction No. 480/09 – “Content and Form of Information”, the company must inform that it will adopt the remote voting procedure provided in CVM Instruction No. 481/09, in the notice of convocation of the respective general assembly.

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

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

b. Remote Voting Ballot

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

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

The description of the matters to be deliberated in the assembly in the Remote Voting Ballot must be drafted in clear, objective language that does not mislead the shareholder, and may contain links to pages on the world wide web where the proposals are described in more detail, and the other provisions of Article 21-G of CVM Instruction No. 481/09 on the subject must also be observed. Additionally, the wording and order of deliberations in other electronic documents disclosed by the company, such as management's proposal and assembly participation manual, must reflect those contained in the Remote Voting Ballot.

In this sense, matters included in remote voting bulletins by shareholder request must be accompanied by information that their inclusion originated from the mentioned request.

Remote voting bulletins must be generated in the CI.CORP system for each assembly that uses the chain for collecting and transmitting voting instructions. In this sense, in the event of an OGA/EGA, the assemblies (OGA and EGA) must be registered separately in CI.CORP, generating two separate bulletins.

Nevertheless, the forwarding of the OGA/EGA bulletin will be done in a single pdf document (see item 7.1.6.b.1).

The Remote Voting Ballot must be made available by the company up to 1 (one) month before the date scheduled for the assembly, and, in accordance with CVM Instruction No. 481/09, amended by CVM Instruction No. 594/17, the bulletin may be re-presented by the company:

(i) up to 20 (twenty) days before the date scheduled for the assembly for the inclusion of candidates indicated for the Board of Directors and the Audit Committee in the form of Article 21-L (Article 21-A, paragraph 3, item I of CVM Instruction No. 481/09); or

(ii) in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws (Article 21-A, paragraph 3, item II of CVM Instruction No. 481/09).

In the case described in item (i) above, unless the shareholder sends a new voting instruction, the votes already granted by him to candidates included in the previously disclosed bulletin must be considered valid. In the case described in item (ii) above, the votes already granted by the shareholder to the affected proposal must be considered invalid.

The re-presentation of the remote voting bulletin for any reason must be immediately communicated by the company to the market, informing:

(i) the reason for the re-presentation and the proposals of the bulletin that were altered;

(ii) that votes already granted to the altered deliberation will be considered invalid, in the case provided for in Article 21-A, paragraph 3, item II of CVM Instruction No. 481/09;

(iii) the deadline for the shareholder, if he wishes, to send a new voting instruction; and

(iv) that, to avoid that his voting instruction may be considered conflicting, it is recommended that the shareholder send his eventual new instruction to the same service provider previously used.

The voting instruction must be sent by the shareholder (i) directly to the company (by postal mail or electronically), (ii) to the shareholder's custodian (if the shares are deposited in a central depository) or (iii) to the financial institution contracted by the company for the provision of securities registration services, and must be received up to 7 (seven) days before the said date, in accordance with Article 21-B of CVM Instruction No. 481/09.

Shareholders who wish to may, in accordance with Article 21-L of CVM Instruction No. 481/09, make requests for the inclusion of proposals in the Remote Voting Bulletin of (i) candidates for the Board of Directors and the Audit Committee of the company and (ii) matters to be deliberated on the occasion of the ordinary general assembly, and, for this purpose, the participation percentages provided for in Annex 21-L-I and Annex 21-L-II of CVM Instruction No. 481/09 must be observed, respectively.

In these cases, within 3 (three) business days, the company must inform the requesters that it will include in the voting bulletin the proposals received from shareholders or indicate the complete list of reasons why such request does not meet regulatory requirements, including cases where the requests were received outside the deadlines regulated by CVM Instruction No. 481/09.

Although item II of Article 21-L of CVM Instruction No. 481/09 limits the inclusion of deliberation proposals by shareholders to the occurrence of ordinary general assemblies, these proposals may have as their object matters within the competence of ordinary or extraordinary general assemblies, as provided for in the sole paragraph of Article 21-M of the aforementioned Instruction.

In the case of deliberation proposals in the remote voting bulletin on the occasion of OGA, the request must be sent during the period between the first business day of the social year in which the ordinary general assembly will take place and up to 45 (forty-five) days before the date of its realization, in accordance with CVM Instruction No. 594/17.

In the specific case of indication of candidates for the Board of Directors and the Audit Committee of the company, in accordance with Article 21-L, paragraph 1 of CVM Instruction No. 481/09 amended by CVM Instruction No. 594/17, the request must be received by the investor relations director, in writing and in accordance with guidelines contained in item 12.2 of the Reference Form, within the following deadlines:

(i) between the first business day of the social year in which the general assembly will take place and up to 25 (twenty-five) days before the date of its realization, in the case of ordinary general assembly; or

(ii) between the first business day after the occurrence of an event that justifies the convocation of a general assembly for the election of members of the Board of Directors and the Audit Committee and up to 25 (twenty-five) days before the date of realization of the assembly, in the case of extraordinary general assembly convened for this purpose.

As is the case with the disclosure of the Remote Voting Bulletin by companies, the inclusion proposals of deliberations made by shareholders must contain the description of the matters to be deliberated in clear, objective language that does not mislead, and may also contain links to pages on the world wide web where the proposals are described in more detail, and the other provisions of Article 21-M of CVM Instruction No. 481/09 on the subject must also be observed.

As provided in Article 21-O of CVM Instruction No. 481/09, the request for inclusion of proposals in the Remote Voting Bulletin may be revoked at any time until the date of the realization of the general assembly, by written communication by the respective proponents, addressed to the IRD of the company, in which case the votes that had already been granted to the revoked proposal will be disregarded.

The company must immediately communicate to the market the revocation of the inclusion request referred to in the previous paragraph, if the Remote Voting Bulletin has already been made available, through Module IPE of the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Shareholder request for voting bulletin”);

Regarding the voting bulletins of shareholders received directly by the company, it must communicate to the shareholder, within 3 (three) days of its receipt: (i) the receipt of the remote voting bulletin, as well as that the bulletin and the documents sent as attachments are sufficient for the remote voting to be considered valid; (ii) the need to rectify or resend the remote voting bulletin or the documents accompanying it, describing the procedures and deadlines necessary to regularize the vote.

Companies that wish to make a public request for proxy must disclose, together with the communication to the market of its intention to make the said request (Article 27 of CVM Instruction No. 481/09), all valid requests for inclusion of proposals and candidates received so far, in accordance with Article 21-P of CVM Instruction No. 481/09.

It is emphasized that to comply with paragraphs 2 and 3 of Article 21-L of CVM Instruction No. 481/09, the company must disclose the date of the realization of the general assemblies through Module IPE of the Empresas.NET System, Category: “Notice to Shareholders” / Type: “Scheduled Date for the General Assembly”, (i) within the first 15 (fifteen) days of the social year in the case of OGA and (ii) within 7 (seven) business days after the occurrence of the event that justified the convocation, in the case of EGA.

In this sense, in accordance with paragraph 2 of Article 21-L of CVM Instruction No. 481/09, if the company does not disclose, within the established deadline, the date of its ordinary general assembly, it must be considered that its realization will take place on the same date as that held in the previous social year.

Although CVM Instruction No. 481/09 has not established a minimum deadline between the disclosure of the date of occurrence of an assembly and the deadline for sending proposals by shareholders, the company must grant a reasonable deadline for shareholders to exercise this faculty.

This reasonableness is expressly provided for in the case of alteration in the date of occurrence of the assembly, in accordance with Article 21-L, paragraph 4, of CVM Instruction No. 481/09, but must always be observed when disclosing the date of any assembly in which the institute of remote voting will be used, regardless of whether there has been an alteration of the initially disclosed date or not.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is important to record a specific alteration made to Instruction CVM No. 481/09, through Instruction CVM No. 614/19, which changed the wording of the remote voting ballot provided for in Annex 21-F of Instruction CVM No. 481/09.

The aforementioned alteration was proposed by SEP, aiming to enable holders of shares with voting rights to express voting intentions both in field 12 of the Remote Voting Ballot (which deals with the general election of a member of the board of directors) and in fields 13 and 13-A (which deal with the request and the separate election of a member of the board of directors by holders of shares with voting rights).

Before this regulatory alteration, the Remote Voting Ballot was arranged in such a way that a shareholder who opted for a separate election ran the risk that, in the event that the minimum percentage required by law was not reached, their vote would not be counted in the general election for the board of directors.

Thus, shareholders may use their shares to vote in the general election of members of the board of directors, including through the multiple voting process, if the quorums required by article 141 of Law No. 6.404/76 are not reached. Furthermore, given the punctual nature and limited repercussion of the alteration promoted, Instruction CVM No. 614/19 was not submitted to a public hearing, as provided for in article 19 of PORTARIA/CVM/PTE/No. 48/2019.

Finally, in line with the decision of the CVM Collegiate Body in the meeting of 21.01.2020, regarding Process CVM No. 19957.006786/2018-35 43, it is forbidden for minority shareholders linked to the controller or under its decisive influence to request the inclusion of, or contribute their shares to, in conjunction with other shareholders, make up the minimum percentage necessary for the inclusion, in the Remote Voting Ballot, of candidates to compete for vacancies on the Board of Directors or the Fiscal Council to be filled in a separate election reserved for minority shareholders.

b.1 Frequent questions about filling out
§§ 4º and 5º of article 141 of Law No. 6.404/76

With the entry into force of Instruction CVM No. 561/15, which altered Instruction CVM No. 481/09, in the sense of instituting the remote voting system in shareholders' meetings of joint-stock companies registered with CVM in category A and authorized by a market administrator entity for trading shares on a stock exchange that have shares in circulation, the rights of minority ordinary and preferred shareholders provided for in Law were not altered.

Paragraphs 4 and 5 of article 141 of Law No. 6.404/76 provide:

“§ 4º Shall have the right to elect and remove one member and his alternate from the board of directors, in a separate vote at the general meeting, excluding the controlling shareholder, the majority of holders, respectively:
I - of shares issued by an open company with voting rights, representing at least 15% (fifteen percent) of the total shares with voting rights; and

43 See http://www.cvm.gov.br/decisoes/2020/20200121_R1/20200121_D1112.html.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

II - of preferred shares without voting rights or with restricted voting rights issued by an open company, representing at least 10% (ten percent) of the share capital, which have not exercised the right provided for in the bylaws, in accordance with article 18.

§ 5º If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have made up, respectively, the quorum required in items I and II of § 4º, they shall be entitled to aggregate their shares to jointly elect one member and his alternate for the board of directors, observing, in this case, the quorum required by item II of § 4º.”

It should be highlighted that the legal provisions mentioned deal with the quorum necessary for a separate election to take place. During the course of the meeting, once the quorum is reached, by fulfilling the requirements of items I and II of paragraph 4 or paragraph 5, the indication of candidates for minority ordinary shareholders and/or preferred shareholders will proceed, if they have not been previously indicated.

Therefore, the Remote Voting Ballot must offer the preferred shareholder the option to aggregate their votes with those of minority ordinary shareholders for the purpose of reaching the quorum necessary for a separate election, as permitted by paragraph 5 of article 141 of Law No. 6.404/76.

Thus, it is recommended that, given the impossibility of inserting into the Remote Voting Ballot the item regarding item 16-A of Annex 21-F of Instruction CVM No. 481/09, due to the absence of candidates indicated by preferred shareholders, the Company should present to preferred shareholders the question “If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have made up, respectively, the quorum required in items I and II of § 4º of art. 141 of Law No. 6.404, of 1976, do you want your vote to be aggregated with the votes of shares with voting rights in order to elect for the board of directors the candidate with the highest number of votes among all those that, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No [ ] Abstain” through a Simple Question or Simple Deliberation.

Regarding the fixing of the number of board members in the Remote Voting Ballot

It has been observed that some issuers, whose bylaws establish a variable number of board members, although they disclose in their proposal for the meeting the number of members that indicates, or are indicated by the controlling shareholder, to compose the board of directors, in addition to including, as an item on the agenda, the deliberation on the fixing of the exact number of members, end up not including such deliberation in the Remote Voting Ballot.

Regarding the subject, considering the current format of the Remote Voting Ballot, we recommend that the issuer include a simple deliberation, putting for scrutiny what was suggested in the administration's proposal.

b.2 CI.CORP System and integration with the Empresas.NET System

The CI.CORP system was developed as a means for creating and sending the remote voting ballot in a structured way.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Since 01.02.2019, in accordance with Circular Letter No. 1/2019/CVM/SEP, this system is integrated with the Empresas.Net System, that is, when the company closes the filling out of the ballot by CI.CORP, there will be its automatic transmission by the Empresas.NET System. This transmission will also occur in the case of resubmission.

However, if the company needs to cancel the ballot, the cancellation must be done both in the CI.CORP system and in the Empresas.NET system.

Unlike previous years, from 2019 onwards, the alteration of the remote voting ballot up to 20 (twenty) days before the meeting can be made without any request for release or authorization to either CVM or B3.

From the 19th day, the alteration of the ballot in the CI.CORP system can only be carried out through the formalization of a request for access release to B3. It is emphasized that, according to item II of paragraph 3 of article 21-A of Instruction CVM No. 481/09, the Remote Voting Ballot can be resubmitted by the company in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws.

It was verified that in the CI.CORP system, in the event of an election by multiple voting, in an election that would initially be by slate, it was not possible for shareholders to opt for the distribution of the percentage between candidates of one slate and another, only between candidates of the same slate.

However, considering that such a limitation is not imposed by the Joint-Stock Companies Law, which recognizes in its article 141 the possibility of the shareholder distributing their votes among several candidates, nor by Instruction CVM No. 481/09, in its annex 21-F, item 12-B, the system was altered so that the shareholder can manually distribute the percentage of the multiple vote among candidates of the slate not approved. For the automatic distribution of the multiple vote, there was no alteration, the distribution continuing to be possible only among the candidates of the approved slate.

c. Remote voting exercised through service providers

As provided for in item II of article 21-B of Instruction CVM No. 481/09, the shareholder may send the instructions for filling out the Remote Voting Ballot to their custodians or to the financial institutions contracted by the companies for the provision of securities registration services.

Conflicting voting instructions are considered those sent by the same shareholder who, regarding the same deliberation, has voted in different directions in voting ballots delivered through different service providers, as provided for in paragraph 1 of article 21-S of Instruction CVM No. 481/09.

It is emphasized that, in accordance with article 21-W, paragraph 5, item I of Instruction CVM No. 481/09, if a shareholder who has sent a remote voting ballot by any means whatsoever, appears at the meeting and requests to exercise the vote in person, the votes should not be considered conflicting. In these cases, the sent ballot should be disregarded, and the vote cast in person should be counted by the company.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

In accordance with item “b” of item II of article 21-T of Instruction CVM No. 481/09, the registrar must send to the company a synthetic map of the shareholders' voting instructions, identifying how many approvals, rejections or abstentions each deliberated matter received and how many votes each candidate or slate received.

The company will publish, through Module IPE of the Empresas.NET System (Category: “Assembly” / Type: AGO, AGE or AGOE” / Species: “Registrar's Map”) and on its page on the worldwide web, the synthetic voting map received from the registrar, on the same date of its receipt, as established in paragraph 2 of article 21-T of Instruction CVM No. 481/09.

It is important to note that companies that are temporarily without a contract with a financial institution for the provision of share registration services must comply with the obligations attributed to registrars, while this condition persists, in accordance with paragraph 5 of article 21-B of Instruction CVM No. 481/09. In this sense, such companies must make available, through the Empresas.NET System, the registrar's map, as provided for in paragraph 2 of article 21-T of Instruction CVM No. 481/09.

If there is no exercise of remote voting through service providers (custodians and registrar), the Company must send, through the Empresas.NET System, the registrar's map, informing that there was no exercise of remote voting through service providers.

If the exercise of remote voting is carried out exclusively through service providers, the Company must send, through the Empresas.NET System, the consolidated remote voting map, even if the information contained in this map is identical to that previously reported in the registrar's map.

d. Remote voting exercised directly

As provided for in item I of article 21-B of Instruction CVM No. 481/09, the shareholder may send the Remote Voting Ballot directly to the company, by postal mail or electronic means, in accordance with the guidelines contained in item 12.2 of the Reference Form.

Regarding the formalities to be required by companies for the identification of the shareholder, Instruction CVM No. 481/09 did not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably prevent participation in the assembly of the shareholder using remote voting.

Until the end of the deadline for receiving the Remote Voting Ballot, the shareholder may send a new voting instruction to the company, which should not be considered as a conflicting voting instruction, but rather as a rectification, in accordance with the sole paragraph of article 21-U of Instruction CVM No. 481/09.

It is recommended that, in the event that the shareholder does not fill out the ballot in its entirety or contains items filled out incorrectly, if the deadline for rectifying the remote voting instructions is still in effect, the company must inform the inconsistencies found in the ballot and grant the shareholder the possibility of rectification. If the aforementioned deadline has already expired, the company must compute the items that were filled out correctly and reject the specific items in which problems in filling out were found.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Finally, we remind you that, even if there has been no exercise of remote voting, the Company must send, through the Empresas.NET System, in the corresponding associations and within the deadlines provided for in Instruction CVM No. 481/09, the maps provided for in this instruction.

e. Counting of votes in the general meeting

The shareholder who uses remote voting and whose voting ballot has been considered valid or who has registered their presence in the electronic participation system provided by the company must be considered present at the respective assembly and signatory of its minutes, in accordance with the sole paragraph of article 21-V of Instruction CVM No. 481/09.

In the event of an AGO/E, although the meetings take place on the same day, their respective quorums (AGO and AGE) must be counted separately.

Thus, a shareholder who eventually fills out only the ballot generated for the AGO, but not for the ballot generated for the AGE, must have their presence counted only in the AGO, the same rationale applying to that who casts votes in the remote voting ballot regarding the AGE and does not fill out the AGO voting ballot.

Paragraph 1 of article 21-W of Instruction CVM No. 481/09 provides that the voting instruction from a specific CPF or CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholder positions provided by the registrar, on the date of the assembly.

Furthermore, in case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction from the registrar must prevail in the counting of votes to the detriment of those received directly by the company, as provided for in paragraph 2 of article 21-W of Instruction CVM No. 481/09 and in item “g” of item III of CVM Deliberation No. 741/15.

As provided for in paragraph 3 of article 21-W of Instruction CVM No. 481/09, on the eve of the date of the general meeting, the company must publish through the electronic system on the CVM page (Module IPE of the Empresas.NET System, Category: “Assembly” / Type: “AGO, AGE or AGOE” / Species: “Consolidated remote voting map”) and on its own page on the worldwide web, a synthetic voting map consolidating the votes cast remotely, that is, adding to the remote voting count the instructions received directly by the company.

Regarding the method of counting votes in the general meeting, in accordance with paragraph 5 of article 21-W of Instruction CVM No. 481/09, remote voting instructions from shareholders who, (i) physically appearing at the general meeting, request to exercise the vote in person; (ii) have opted to vote through an electronic system provided by the company, in the form of item II of paragraph 2 of article 21-C of Instruction CVM No. 481/09; or (iii) are not eligible to vote in the assembly or in the respective deliberation, must be disregarded.

In this sense, the company must count votes, in accordance with article 21-W of Instruction CVM No. 481/09: (i) according to the analytical map of shareholders' voting instructions provided by the registrar; (ii) according to the analytical voting map prepared by the company based on the remote voting ballots received directly from shareholders; and (iii) according to the voting manifestations presented by shareholders present at the assembly.

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

We remind you that Instruction CVM No. 594/17 establishes rules for rounding percentages when counting votes from remote voting ballots, notably in issues involving the distribution of votes in case the election occurs by multiple voting.

The rule defined that the equal distribution will consider the division of the percentage of 100% among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares processed from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure.

Paragraph 1 of article 21-W of Instruction CVM No. 481/09 does not provide for a cut-off date for the apportionment of shareholders eligible to participate in the assembly. There was no change in this regard, regarding the procedures normally applied in the assembly, which will continue to observe the provisions of article 126 of the Corporate Law.

Thus, if the shareholder alienates shares between the date of transmission of the voting instruction (remote voting ballot) and the date of the assembly, only the votes of the shares that remain in their ownership should be counted, being the company's competence to verify this balance at the time of the assembly.

As provided for in paragraph 6 of article 21-W of Instruction CVM No. 481/09, on the date of the general meeting, the company must publish through the electronic system on the CVM page (Module IPE of the Empresas.NET System, Category: “Assembly” / Type: “AGO, AGE or AGOE” / Species: “Final voting map”) and on its own page on the worldwide web, a final synthetic voting map consolidating the votes cast remotely and the votes cast in person, as computed in the assembly.

It is emphasized that the publication of the final synthetic voting map or the final detailed voting map as attachments to the summary of the assembly's decisions or the assembly's minutes, respectively, does not dispense with the obligation to publish them in their specific associations in the Empresas.NET System.

Furthermore, in accordance with Instruction CVM No. 594/17, within 7 business days after the holding of the assembly, the company must publish through Module IPE of the Empresas.NET System, a final detailed voting map consolidating the votes cast remotely and the votes cast in person, as computed in the assembly, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them regarding each matter, and the information about the shareholder position.

In accordance with paragraph 7, of article 21-W of Instruction CVM No. 481/09, included by Instruction CVM No. 609/19, the company that publishes the final detailed voting map on the same day of the holding of the assembly is exempt from delivering the final synthetic voting map.

It is emphasized that, when the election does not allow the use of the multiple voting process, requests of this nature made through the remote voting ballot must be disregarded, remaining valid the votes cast in the same ballot regarding other matters.

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Once the multiple voting process is adopted for the election of members of the board of directors, votes cast by shareholders who, via the remote voting ballot, opted for “ABSTAIN” in the item of prior distribution of votes to the candidates informed in the ballot, are considered as abstention in the respective deliberation of the assembly, so that the votes of such shareholders are not computed in the deliberation quorum and, therefore, these shareholders do not participate in the election of the members of the board of directors.

Accordingly, considering that multiple voting is not an institution commonly found in the legislation of other jurisdictions, for the better understanding of shareholders, companies must detail the voting procedure in the materials for the calling of General Assemblies, making it clear that votes of shareholders who fall under the scenario mentioned in the previous paragraph will be disregarded.

f. Presentation of documents – demonstrative table For the submission of documents via the Empresas.NET System, the following associations must be used:

Category Type Species Deadline
Assembly AGO or AGO/E Remote voting ballot Up to 1 month before the assembly Assembly AGO or AGO/E Registrar’s map 48 hours before the assembly Assembly AGO or AGO/E Consolidated remote voting map Day before the assembly date Assembly AGO or AGO/E Final synthetic voting map* On the day of the assembly Assembly AGO or AGO/E Final detailed voting map Up to 7 business days after the assembly date

(*) In accordance with paragraph 7 of article 21-W of CVM Instruction No. 481/09, included by CVM Instruction No. 609/19, the company that discloses the final detailed voting map on the same day of the assembly is exempt from delivering the final synthetic voting map.

7.1.7 Abuse of voting rights and conflict of interest (art. 115, § 1º, of Law No. 6.404/76)

As provided in paragraph 1 of article 115 of Law No. 6.404/76, a shareholder may not vote on deliberations of the general assembly regarding the appraisal report of assets with which they contribute to the social capital and the approval of their accounts as an administrator, nor in any others that may benefit them in a particular manner, or in which they have an interest conflicting with that of the company.

The CVM Collegiate, in a judgment held on 28.11.2017 (Administrative Sanction Process CVM No. RJ2014/10556), understood that a shareholder who is also an administrator is, in accordance with the provisions of article 115, paragraph 1, of Law No. 6.404/76, prohibited from voting regarding the proposal of a liability action against themselves (article 159 of Law No. 6.404/76) 44.

It is worth noting that, according to the Collegiate's decision, the fact that the accused resigned from the administrative position before the holding of the general assembly does not alter the configuration of the voting impediment, as they are the target of the proposal for civil liability action, which would be based on facts occurring during the period in which they were part of the company's administration.

44 See http://www.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

On the other hand, it was decided that the shareholder-administrator may vote on the deliberation regarding the proposal of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even indicated by them.

At the same time, the Collegiate reiterated the understanding already expressed in the records of the Administrative Sanction Process CVM No. RJ2014/10060, judged on 10.11.2015 45, in the sense that the shareholder-administrator is also prohibited, in accordance with article 115, paragraph 1, of Law No. 6.404/76, from voting on the deliberation regarding the taking of their accounts, through a company under their complete influence. It was highlighted that, if the norm seeks to remove the administrator's will from the deliberation, it is not logical nor reasonable to admit that this will is manifested through a different means, but with the same effectiveness.

7.2 Incorporation, merger, and spin-off

The administrative bodies or partners of the companies involved in operations of incorporation, share incorporation, merger, or spin-off must sign a protocol containing the conditions of the operation, with the minimum information listed in the items of article 224 of Law No. 6.404/76.

Such operations will be submitted to the deliberation of the general assembly of the companies through justification, in which the information contained in the items of article 225 of the LSA will be exposed.

In situations where at least one of the issuers is registered in Category A, CVM Instruction No. 565/15 also applies.

In the case of incorporation, merger, and share incorporation involving a controlling company and a controlled company or companies under common control, the justification presented to the general assembly of the controlled company must contain, in addition to the information provided in articles 224 and 225, the calculation of the exchange ratios of the shares of the non-controlling shareholders of the controlled company based on the value of the net equity of the shares of the controlling and controlled companies, evaluated both net equities according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or even another criterion accepted by the Securities and Exchange Commission, in the case of publicly held companies (article 264 of Law No. 6.404/76 and article 8 of CVM Instruction No. 565/15).

It is important to note that, in a meeting on 15.02.2018, within the scope of CVM Process No. 19957.011351/2017- 21, by unanimous vote, the Collegiate expressed that article 264 of Law No. 6.404/76 is inapplicable in operations of incorporation of a wholly-owned subsidiary by a controlling publicly held company, since, in the absence of non-controlling shareholders, the fundamental condition provided for in the provision would not be present.

Regarding the publication in the press of the Relevant Fact referred to in article 3 of CVM Instruction No. 565/05, it should be recorded that the operation must be disclosed in accordance with the regulations in force, which currently include Law No. 6.404/76 and CVM Instruction No. 358/02, so that CVM Instruction No. 565/15 defines only the minimum content of the instrument that discloses it, if such disclosure is necessary.

Thus, it is up to the company's administration to assess the convenience and opportunity of disclosing such relevant fact.

45 See http://www.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

CVM Instruction No. 565/05 also introduced an annex to CVM Instruction No. 481/09, regarding assemblies that may deliberate on merger, spin-off, incorporation, and share incorporation involving at least one issuer registered in Category A. This annex requires a series of information, which must be provided in the proposal, which must be disclosed via Module IPE of the Empresas.NET System, category “Assembly”, type “AGE” or “AGO/E”, species “Management Proposal”, subject “Merger”, “Spin-off”, “Incorporation” or “Share Incorporation”. Among such information, the following stand out:
a. the protocol and justification, which, according to the usual practice of publicly held companies, may appear in a single document; b. copies of studies, presentations, reports, opinions, opinions, or appraisal reports of the companies involved made available to the controlling shareholder;
c. financial statements used for the purposes of the operation; and
d. pro forma financial statements prepared for the purposes of the operation.

The exchange ratios and other conditions of the operation must be disclosed by the company both in the relevant fact (Annex 3 of CVM Instruction No. 565/15), as well as in the Protocol (article 224 of Law No.
6.404/76), highlighting that the criteria used must also be disclosed, as well as the values that served as the basis for the calculation of the exchange ratios.

In accordance with paragraph 2 of article 264 of the LSA, the evaluation of the net equity of the companies in the operations of incorporation or merger involving a controlling and controlled company or companies under common control will be carried out by a specialized company, in the case of publicly held companies.

Regarding financial statements, note that article 6 of CVM Instruction No. 565/15 provides that companies involved must disclose statements whose base date is the same for all companies in question and that such date is not prior to 180 (one hundred and eighty) days of the assembly that will deliberate on the operation. This latter deadline may be extended to 360 (three hundred and sixty) days, at the discretion of the administrators of the involved publicly held companies, provided that the financial situation of the companies involved has not changed significantly after the base date of the statements and the administrators sign a declaration to this effect. Article 10 of this same Instruction further provided that the obligations provided for in Chapter III do not apply to incorporations or share incorporations of closed companies by an issuer of securities registered in Category A, if the operation does not represent a dilution greater than 5% (five percent).

The statements must be prepared in accordance with Law No. 6.404/76 and audited by an independent auditor registered with the CVM, even if some of the companies involved are not corporations or are subject to the rules issued by the CVM.

Additionally, pro forma financial statements must also be prepared for the companies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Similarly, such statements must be prepared in accordance with Law No. 6.404/76 and will be subject to reasonable assurance by an independent auditor registered with the CVM.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is worth emphasizing, furthermore, the recommendations of Advisory Opinion No. 35/08 regarding operations of merger, incorporation, and share incorporation involving a controlling company and its subsidiaries or companies under common control.

Although the procedures described in the aforementioned opinion are not exclusive or exhaustive, the CVM understands that their adoption is an adequate way to fulfill 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 recalling that the CVM has already manifested itself, in a Market Communication released by this Agency on 27.05.2009, in the sense that one of the recommendations contained in the aforementioned opinion concerns the constitution of an independent committee for negotiating the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such body.

Additionally, it is recommended that deliberations and negotiations regarding the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of compliance with fiduciary duties provided for by law by members of the Board of Directors and the independent committee.

Furthermore, it is not recommended to disclose any exchange ratio that the administration or the controlling shareholder considers applicable to the intended operation before the completion of the work of the independent committees, as this disclosure at an earlier time may, even, influence the stock price of the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in article 4 of CVM Instruction No. 565/15 must be disclosed.

Finally, in cases where the operation of incorporation, merger, 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 aforementioned instruction, in the manner described in this Circular Letter (see item 4.2). Note, however, that in cases of increase or decrease in capital exclusively due to operations of incorporation, merger, or spin-off, it is not necessary to make available Annexes 14 and 16 of CVM Instruction No. 481/09.

Attention should be drawn to the fact that corporate restructuring of this nature, in addition to involving relevant values, significantly affects the rights of shareholders of the companies involved, including due to, in many cases, the compulsory migration to the shareholder base of another company.

In this context, regardless of whether the operation falls under the scenarios provided for in article 264 of Law No. 6.404/76, administrators must act, in the exercise of their duties, with diligence and loyalty to the company and, consequently, to all its shareholders, observing, whenever applicable, the procedures recommended in item 3 of CVM Advisory Opinion No. 35/08, which deals with the Realization of Fiduciary Duties, with respect to, for example: (i) obtaining all necessary information to perform their function; (ii) having sufficient time to perform their function; (iii) having the deliberations and negotiations duly documented, for subsequent verification; (iv) evaluating the need or convenience of hiring legal and financial advisors; (v) having the work of hired advisors duly supervised; (vi) considering the possibility of adopting alternative forms to conclude the operation; (vii) expressing opposition to the operation if the exchange ratio and other proposed terms and conditions are unsatisfactory.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

7.3 Acquisition of a commercial company 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 company, will depend on the deliberation of the general assembly of the purchaser, specially called to review the operation, whenever:
a) the purchase price constitutes, for the purchaser, a relevant investment (article 247, sole paragraph); or b) the average price of each share or quota exceeds one and a half times the largest of the three values indicated below:
(i) average quotation of shares on the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of the contract; (ii) net equity value (article 248) of the share or quota, evaluated at market prices (article 183, paragraph 1); (iii) net profit value of the share or quota, which may not exceed fifteen times the annual net profit per share (article 187, VII) in the last two fiscal years, updated monetarily.

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

Nevertheless, in the analysis of concrete situations, controlling shareholders and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that the use of a certain “vehicle” company in the acquisition of control of other companies was 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 equity adjusted to market, and 15 (fifteen) times the average of the annual net profit per share of the last two fiscal years], the dissenting shareholder of the assembly deliberation that approves it will have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with article 137, observing the provisions of its item II”.

In view of the above, when disclosing the acquisition of a commercial company, the publicly held company must inform whether the acquisition was carried out by the publicly held company itself or through a subsidiary, affiliate, or wholly-owned subsidiary, as well as whether the operation will be submitted to the deliberation of the general assembly of shareholders and whether it will entail the dissenting shareholders' right of withdrawal, as provided for in the aforementioned article 256.

It should be noted that such disclosure must contain, at minimum, the information necessary to prove that it is (or is not) a scenario for holding an assembly and granting the right of withdrawal.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

If the operation is to be subject to assembly deliberation, the deadline in which the assembly is intended to be held must be informed. Companies registered in Category A to which CVM Instruction No. 481/09 applies must, as provided in article 19 of CVM Instruction No. 481/09, disclose, at minimum, the information provided for in Annex 19 to the aforementioned Instruction, in the manner guided by this Circular Letter (see item 4.2).

Even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and those registered in Category A not mentioned in the previous paragraph, they must send, on the same date of the publication of the first announcement of the calling of the assembly, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote.

It is highlighted that the appraisal report required by paragraph 1 of article 256 of Law No. 6.404/76 does not coincide with the evaluation required by paragraph 2 of the same article, since its function is to support the decision of shareholders to approve or not the operation, providing a benchmark or justifying the purchase price, and must be prepared by the criterion that the administrators consider to be the one that best evaluates that investment.

The appraisal report referred to in paragraph 1 of article 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 Module IPE of the Empresas.NET System, in the category “Economic-Financial Data” and type “Appraisal Report”, identifying in the subject, whenever possible, the type of report and the operation to which they refer.

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

In the event of an operation subject to ratification by the general assembly of shareholders, it is recommended that such ratification, when possible, take place in the first general assembly to occur after the completion of the operation.

If the operation entails the exercise of the right of withdrawal, it must also be informed: (a) shareholders who may exercise the right of withdrawal, should they dissent from the assembly deliberation, to be called to ratify this acquisition (see item 7.5); (b) The reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, publicly held companies that have registration in Category A and to which CVM Instruction No. 481/09 applies must also, as provided in article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, in the manner guided by this Circular Letter (see item 4.2).

7.4 Conversion of shares
In cases of share conversion, without prejudice to the provisions of CVM Instruction No. 358/02, the administration's proposal, to be sent via the IPE Module of the Empresas.NET System, category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration's Proposal", subject "Conversion of shares", must contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as the reasons or purposes of the operation; the mandatory or optional nature of the operation and the eligibility for the withdrawal right of dissenting shareholders (see item 7.5); 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.

7.5 Right of withdrawal
Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific circumstances, such as those provided for in articles 137; 221; 223, paragraph 4; 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 the withdrawal applies, the date to be used to identify shareholders who may exercise the right of withdrawal, the refund value per share and its method of calculation, the deadlines and procedures that shareholders of this Company, dissenting from the deliberation of said Assembly, must adopt to exercise the right of withdrawal, as well as (i) whether the exercise of the withdrawal right will be exclusively on the total number of shares or if it will be permitted, including, the exercise on part of the shares held and (ii) whether for the exercise of the right of withdrawal it is necessary for uninterrupted ownership, from the date of identification of shareholders with the right to express their dissent until the day of exercise of such right.

The objective of the above guidance is that all necessary information be provided for investors to make a considered and informed decision, without prejudice to the possibility of CVM to analyze the regularity of the procedures adopted by the company.

It is worth clarifying that, according to paragraph 1 of article 137 of the LSA, "the dissenting shareholder of the assembly's deliberation, including the holder of preferred shares without voting rights, may exercise the right to refund the shares of which he was 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 object of the deliberation, if earlier".

By "date of communication of the relevant fact" should be understood the date of disclosure of the Relevant Fact in the electronic system available on the CVM website on the Internet and in the communication channels described in article 3, paragraph 4, of CVM Instruction No. 358/02.

Thus, the right of withdrawal would only apply to shares acquired until the day prior to the publication of the first notice calling the assembly or to the disclosure of the relevant fact, whichever occurs first, regardless of the date of disclosure of the document via the Empresas.NET System.

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

a) liquidity, when the species or class of shares, or certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the Securities and Exchange Commission; b) dispersion, when the controlling shareholder, the controlling company or other companies under its control hold less than half of the species or class of shares.

In accordance with article 9 of CVM Instruction No. 565/15, it is understood that the index considered for liquidity purposes must be the Ibovespa.

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

For this reason, the administration's decision to reconsider the deliberation 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 administration's decision to ratify said deliberation must, as a rule, be the subject of a Market Notice.

Open companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction, in the manner guided in this Circular (see item 4.2).

7.6 Capital increase by private subscription
In cases of capital increase, by private subscription, it is necessary that the administration's proposal contains all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
a) justification regarding the need to carry out the operation; b) main characteristics of the operation:
i. quantity of shares to be issued by species (and class, if any) and potential for dilution of shareholding. The potential for dilution represents the maximum percentage of dilution suffered by the shareholder who fails to exercise their right of preference in the subscription of the new shares issued. The determination of this percentage can be obtained by dividing the quantity of new shares to be issued by the sum of this quantity with the initial quantity of shares before the capital increase, multiplying the quotient obtained by 100;
ii. issue price; criterion adopted for determining the issue price and detailed information on the economic aspects that underpinned the choice of this criterion;
iii. deadlines and procedures to be observed by shareholders in exercising the right of preference and in the subscription and payment of the issued shares: date to be considered for identifying shareholders who will have the right to subscribe to the new shares and percentage that shareholders will have the right to subscribe to with up to 10 decimal places, and dates of start and end of the preference period if already defined;
iv. treatment regarding surplus of unsubscribed shares (in accordance with paragraph 7 of article 171 of Law No. 6.404/76). In the case of allocation of surplus of unsubscribed shares, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed by subscribers who have expressed interest in the surpluses during the preference period, multiplying the quotient obtained by 100. The company may allow shareholders who express interest in subscribing to surpluses to indicate the quantity of additional surpluses they wish to subscribe to; and
v. in the case of new allocations, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed, in the right of preference and in the other allocations, by subscribers who have expressed interest in the surpluses, multiplying the quotient obtained by 100.
c) Valuation Report and other documents that supported the fixing of the issue price; d) copy of the audit committee's opinion, if it is in operation, with dissenting votes, if applicable; and e) inform whether the shares to be issued as a result of the increase in share capital will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved in the fiscal year. If they participate on a pro rata temporis basis, inform from which moment they will participate fully in all benefits.

Open companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in article 14 of CVM Instruction No. 481/09, disclose the information provided for in Annex 14 to said instruction, in the manner guided in this Circular (see item 4.2), when the capital increase is deliberated in a general meeting. It should be noted that the disclosure of the information in this Annex is not necessary when the increase results exclusively from a merger, spin-off, incorporation or incorporation of shares, in accordance with article 20-A of CVM Instruction No. 481/09.

If the capital increase by private subscription operation is to be deliberated in a meeting of the Board of Directors, open companies registered in Category A must, as provided in article 30, item XXXII, of CVM Instruction No. 480/09, as amended by CVM Instruction No. 552/14, disclose the information provided for in Annex 30-XXXII to said Instruction, on the same date of disclosure of the minutes of the board of directors meeting or within 7 (seven) business days of the date of the meeting of said body, whichever occurs first. This communication must be disclosed through the IPE Module of the Empresas.NET System (category "Notice to Shareholders", type "Capital increase by private subscription deliberated in BoD"), mentioning in the subject the information disclosed.

The procedures provided for in the two previous paragraphs also apply to the case of deliberation on capital increase in the context of conversion of debentures or other debt securities into shares, exercise of subscription right or subscription warrants, capitalization of profits or reserves and splits of option plans.

Regarding the role of the Audit Committee, as a rule, it is not incumbent upon this body to previously express an opinion on statutory alterations related to authorized capital. However, in cases where the alteration of authorized capital is being deliberated in a General Shareholders' Meeting (AGE), to enable the approval of a capital increase, by the Board of Directors, whose main characteristics are already defined and known to shareholders, it is understood that the Audit Committee should express its opinion on the capital increase prior to the AGE that will deliberate on the modification of the authorized capital, in order to, in accordance with article 163, item III, of Law No. 6.404/76, subsidize the shareholders' decision.

In this regard, the Audit Committee's opinion, in cases of capital increase, must expressly contain the opinion of the body (favorable or unfavorable) on the proposed operation, and it is not sufficient to simply mention the presence of necessary and sufficient information for shareholders to deliberate the topic in a general meeting.

It is worth remembering that, in the understanding of the CVM Collegiate Body (see decision of 07.01.2014 – CVM Process No. RJ2013/6295 46), in line with the provisions of CVM Instruction No. 400/03 and CVM Guidance Opinion No. 08/81, in the case of capital increases with partial ratification, shareholders must be granted the right to condition their investment.

In this sense, once the possibility of partial ratification is provided for, the company must inform in Annex 14 of CVM Instruction No. 481/09 (item 5.r) or in Annex 30-XXXII of CVM Instruction No. 480/09 (article 2, XVII) about the granting or not of a final deadline for investment review, in the case of partial placement of the shares object of the increase in share capital, in which articles 30 and 31 of CVM Instruction No. 400/03 were observed.

It is also worth highlighting that, on the same occasion, the CVM Collegiate Body understood that it is possible to carry out ratification of a private capital increase partially subscribed, regardless of the realization of public distribution efforts for surpluses. In the decision, the Collegiate Body expressed in summary that the implementation of a capital increase by private subscription of shares that has been partially subscribed requires:
a) that the deliberation of the increase (as well as the material disclosed to shareholders in the manner of CVM Instruction No. 481/09, in cases where the general meeting is the competent body to deliberate on the matter), expressly:
(i) provides for such possibility of partial subscription; (ii) specifies the minimum quantity of securities that must be subscribed (or the minimum amount of resources that must be ensured) for the increase to be implemented; and (iii) specifies the maximum quantity of securities that may be subscribed (or the maximum amount of resources that must be ensured) within the scope of the capital increase; and b) that all relevant information necessary for shareholders to evaluate the capital increase and its multiple outcomes be provided to shareholders, including, among others, information on (i) destination of resources; (ii) dilution; and (iii) subscription commitments; c) that shareholders be granted the right to conditional subscription of the increase; d) that at the end of the preference period, it is verified that the minimum amount indicated in the deliberation approving the increase has been subscribed, at least; and e) that the capital increase that admits partial subscription cannot be implemented if the amount subscribed does not reach, at least, the minimum value indicated in the deliberation approving the operation.

In this hypothesis (and only in this hypothesis), there will be surpluses, whose treatment must follow the provisions of article 171, paragraph 7 (sale on exchange).

Finally, we emphasize that there is no legal impediment for subscribers of shares who have the right to participate in the allocation of surpluses to cede this right, for a price or not, to other subscribers of shares or even to third parties.

7.6.1 Surplus of shares in capital increase with credits
As provided in article 171, paragraph 2, of Law No. 6.404/76, in the capital increase through capitalization of credits or subscription in goods, the right of preference will always be ensured to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or of the good to be incorporated.

According to the understanding of SEP, capitalization with credits does not exempt compliance with paragraph 7 of the same article 171. However, in the sanctioning process CVM RJ2013/6294 47, the Collegiate Body concluded that the body that deliberated the realization of a capital increase in an amount equal to that of the credit to be capitalized or of the good to be incorporated should not observe the provisions of article 171, paragraph 7, and consequently is not obliged to promote the allocation of surpluses among shareholders, being able to deliver them directly to the holder of the respective credit or good.

7.7 Capital reduction
Law No. 6.404/76 regulates capital reduction in its articles 173 and 174 and stipulates that a general meeting may deliberate the reduction of share capital in two circumstances: if there is a loss, up to the amount of accumulated losses, or if it is deemed excessive.

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

Thus, the cutoff date, i.e., the date that will identify shareholders with the right to receive the value corresponding to the reduction of share capital, must be after the end of the period provided for in article 174 of Law No. 6.404/76 (period for creditors' opposition).

Whenever the general meeting is called to deliberate on capital reduction, issuers registered in Category A to which CVM Instruction No. 481/09 applies must disclose, through the IPE Module of the Empresas.NET System (see item 4.2.2) at a minimum, the following information required by CVM Instruction No. 481/09: (a) value of the reduction and new share capital; (b) detailed explanation of the reasons, form and consequences of the capital reduction; (c) copy of the audit committee's opinion, if it is in operation, when the proposal for capital reduction is initiated by the administrators; (d) as applicable: (i) the restitution value per share; (ii) the value of the decrease in the value of the shares to the amount of contributions, in the case of unpaid capital; or (iii) the quantity of shares subject to the reduction. It should be noted that the disclosure of this information is not necessary when the increase results exclusively from a merger, spin-off, incorporation or incorporation of shares, in accordance with article 20-A of CVM Instruction No. 481/09.

It is worth noting that, even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and in Category A not mentioned in the previous paragraph, these must send, on the same date of publication of the first notice calling the assembly, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote in General Shareholders' Meetings (AGE).

7.8 Share grouping
In the case of share grouping, in the Relevant Fact disclosing the operation, the grouping factor and the treatment to be given to the fractions of shares resulting from the grouping must be informed.

It is worth noting that, in accordance with CVM Instruction No. 323/00, the controlling shareholder, if any, must ensure to shareholders the option to remain part of the shareholder body with, at least, one new unit of capital. In this sense, the following procedures may be adopted: (i) donation of shares in order to complete the participation of shareholders holding fractions, regardless of the number of shares they held before the grouping; or (ii) granting a period for shareholders to compose themselves in whole lots multiples of the grouping, in which case, once such period is concluded, the sum of the fractions will be subject to auction on the exchange and the proceeds from the sale allocated proportionally among the holders of the fractions.

In the administration's proposal to be submitted to the assembly, the entire procedure proposed for the grouping, the grouping factor used, the treatment that will be given to the fractions and the composition of the share capital after the grouping must be stated.

7.9 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:
a) by the open company itself, by controlling shareholders, direct or indirect, directors, members of the board of directors, audit committee and any bodies with technical or consultative functions, created by statutory provision, or by anyone who, by virtue of their position, function or position in the open company, its controlling company, its subsidiaries or affiliates, has knowledge of the information regarding the relevant act or fact; b) by anyone who has knowledge of information regarding a relevant act or fact, knowing that it is information not yet disclosed to the market, especially those who have 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 the information before trading with securities issued by the company or referenced to them; c) by administrators who leave the administration of the company before the public disclosure of a business or fact initiated during their management period, with the prohibition extending for a period of six months after their departure.

The 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 prohibition period applies regardless of the manner in which the information is disclosed by the Company. In the supervision of SEP, the disclosure through "Market Notice – Other Notices Not Considered Relevant Facts" of information that falls under the concept of relevant fact contained in article 2 of CVM Instruction No. 358/02, due to having the potential to produce impacts on the trading of securities issued by the company, may be treated as a relevant fact for the purposes of article 13 of CVM Instruction No. 358/02, in addition to resulting in the assessment of responsibilities for non-disclosure of the information in the form of a relevant fact.

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

Furthermore, it is worth highlighting that the prohibition cited in letter "a" above does not apply to the acquisition of shares that are in treasury, through private negotiation, resulting from the exercise of a purchase option according to the plan for granting purchase options 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 alienation of shares issued by the company itself, its subsidiaries, affiliates or another company under common control is in progress, or if an option or mandate has been granted for the same purpose.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

To ensure full compliance with this rule, considering the terms of Article 13, paragraph 3, item II of CVM Instruction No. 358/02, in the approval and execution of share repurchase programs, companies must establish clear and objective mechanisms to prevent transactions carried out by them in organized markets from (i) having as counterparties their controlling shareholders, directors, members of the board of directors, members of the fiscal council, or members of statutory bodies with technical and consultative functions; and (ii) producing atypical effects on price, volume, or liquidity, which may be exploited by controlling shareholders, directors, members of the board of directors, members of the fiscal council, or members of statutory bodies with technical and consultative functions in their transactions with other market participants.

It should be noted that the existence of a central counterparty in organized markets is not sufficient to ensure compliance with this rule, in cases where the principals of the transaction in question are, on one side, the company and, on the other, its controlling shareholders, directors, members of the board of directors, members of the fiscal council, or members of statutory bodies with technical and consultative functions.

In the supervision exercised by SEP, the mechanisms adopted by the companies and the impacts of the repurchase will be examined in each specific case. Provided that the above guidelines are observed, it is not necessary for administrators and controlling shareholders to refrain from trading throughout the entire duration of the repurchase program. In any case, it is worth emphasizing that the acquisition, by a publicly held company, of its own issued shares is prohibited when the object is shares belonging to the controlling shareholder, in accordance with Article 7 of CVM Instruction No. 567/15.

It is worth noting that in the case of share repurchase programs, as well as in the other prohibitions cited above, the prohibition on trading will not extend to transactions carried out in accordance with investment plans that satisfy the requirements provided for in Article 15-A of CVM Instruction No. 358/02.

Similarly, with regard to the prohibition on trading during the 15 (fifteen) days preceding the disclosure of accounting information, the regulation establishes that such prohibition will not apply to transactions of shares issued by the company that are carried out in accordance with an investment plan previously approved by the company, as provided for in paragraph 2 of Article 15-A of the aforementioned instruction.

To determine the prohibition period, the 15 calendar days must be counted excluding the day of disclosure (for example, for an ITR with a disclosure date set for 05/10, the prohibition period will be between 04/25 and 05/09). It is worth noting that trading on the day of disclosure itself is prohibited before the information becomes public.

Since 01.01.2014, SEP supervision, within the framework of the Risk-Based Supervision Plan (see Chapter 12), covers 100% of transactions carried out by administrators, fiscal councilors, and controlling shareholders, and by the company itself during the 15 (fifteen) days preceding the disclosure of quarterly and annual financial information.

It is also worth remembering that, regardless of the objective prohibition period on trading established in paragraph 4 of Article 13 of CVM Instruction No. 358/02 (15 days prior to the date of disclosure of quarterly and annual information), trading is prohibited by those who have knowledge of the content of the financial statements before their disclosure.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Attention is drawn to the fact that stock lending is an operation that is also covered by the prohibition provided for in Article 13, including in cases where the person acts as the lender of the loan. This is not only because this operation consists, legally, of a transfer of ownership (even if temporary), but also because the loan contract allows the lender to opt for the incidence of the remuneration rate on the quotation valid on the date of closing or maturity of the contract.

Additionally, the prohibition on trading provided for in Article 13 also applies to private transactions.

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

The company must maintain controls with supporting documentation, to make available to CVM, if requested, the indication of who had access to the disclosed relevant information, as well as the time of such access, in accordance with CVM Instruction No. 358/02.

It is recommended that the Company's Investor Relations Director inform the persons mentioned in the caput of Article 13 of CVM Instruction No. 358/02 and, if possible, all employees of the company, regarding the occurrence of the prohibition periods.

It should be observed that the trading prohibitions contained in Article 13, caput and paragraph 4, of CVM Instruction No. 358/02, apply to members of Committees created by statutory provision, even if they are not administrators of the company, in accordance with a decision of the CVM Collegiate Body, in meetings held on 12.13.2016 and 05.02.2017 (CVM Process No. 19957.006290/2016-08) 48.

Finally, it is worth highlighting that the provision of Article 13, paragraph 4, of CVM Instruction No. 358/02 prohibits only the trading of securities by the persons cited, not constituting a 'silence period', which applies to public distribution offerings, in accordance with item IV of Article 48 of CVM Instruction No. 400/03. In this way, the disclosure of information by the Company during the 15 days preceding the disclosure of DFP and ITR should remain regular, observing the provisions of CVM Instruction No. 358/02.

7.10 Transactions between related parties
In accordance with Articles 153 to 156 of Law No. 6.404/76, administrators must conduct social business with diligence and loyalty, refraining from interfering in operations in which they have a conflict of interest.

48 See http://www.cvm.gov.br/decisoes/2016/20161213_R1/20161213_D0378.html and http://www.cvm.gov.br/decisoes/2017/20170502_R1/20170502_D0378.html.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

There are precedents from CVM in the sense that the administrator's conflict is "presumed, that is, independent of the analysis of the specific case for its application, leaving the administrators of the company prohibited from participating in any negotiation or deliberation regarding a specific operation in which they appear as a counterparty to the company or by which they are benefited, regardless of whether social interest is being pursued or not". In this sense, "the existence of a parallel interest of the administrator who will command or actively participate in the negotiations may influence the very basis of the business, its conditions, given the economic interest of the administrator, in opposition or in parallel with that of the company. [...] The fact that the administrator is prohibited from 'intervening in any social operation in which he has an interest conflicting with that of the company', as stated in the caput of Article 156 of Law No. 6.404/76, prevents him not only from voting, if the operation must be approved by a collegiate administration body, but also from participating in the negotiations" 49.

Furthermore, even if the administrator does not intervene in operations in which he has a conflicting interest with that of the company, by virtue of Article 156, paragraph 1, of Law 6.404/76, such operations may only be carried out under reasonable or equitable conditions, identical to those prevailing in the market or in which the company would contract with third parties.

Article 245 also provides that administrators must ensure that operations between the company and its affiliates, controlled, and controlling companies observe commutative conditions or with adequate compensatory payment.

To ensure compliance with such provisions, it is recommended that issuers prepare and disclose a Related Party Transactions Policy, approved by the Board of Directors, which provides for procedures and criteria that allow (i) the identification of related parties; (ii) the identification of suppliers, service providers, and clients who have transactions with parties related to the Company; (iii) the criteria and procedures related to the selection of the counterparty, evaluation, and approval of contracts, with the objective of mitigating potential conflicts of interest and ensuring that all transactions with related parties are carried out in the interest of the Company.

Whenever such a document exists, it must be sent via the Empresas.net System, in the category "Related Party Transactions Policy" (see 4.16).

The Brazilian Corporate Governance Code brings suggestions of practices to be adopted by issuers with the objective of ensuring the equity of operations. According to the aforementioned document, the board of directors must approve and implement a policy on transactions with related parties, which includes, among other rules:
a) provision that, prior to the approval of specific transactions or guidelines for contracting transactions, the board of directors requests from the management alternatives to the market for the transaction with the related party in question, adjusted by the risk factors involved;

49 Votes of Director Relator Wladimir Castelo Branco and President Marcelo Trindade in CVM Process No. RJ2004/5494, on 12.14.2004. Vote of Director Relator Pedro Marcilio de Souza in PAS CVM No. 12/2001. Vote of Director Pablo Renteria in PAS CVM No. RJ2011/11073.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

b) prohibition of forms of remuneration of advisors, consultants, or intermediaries that generate conflicts of interest with the company, administrators, shareholders, or classes of shareholders; c) prohibition of loans in favor of the controlling shareholder and administrators; d) the hypotheses of transactions with related parties that must be based on independent evaluation reports, prepared without the participation of any party involved in the operation in question, whether it be a bank, lawyer, specialized consulting company, among others, based on realistic premises and information endorsed by third parties; and e) that corporate restructurings involving related parties must ensure equitable treatment for all shareholders.

Considering the set of responsibilities of the administration members and the constant need to adopt mitigating and preventive measures for potential conflicts, it is considered a good corporate governance practice that councilors do not act as paid consultants or advisors of the organization, as pointed out in the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance (5th Edition - item 2.3.e).

Regardless of the Company's decision regarding the consolidation of internal norms into a related party transactions policy, it is important that there are well-defined rules for each stage of the contracting process for related parties. Furthermore, especially with regard to this type of transaction, it is fundamental that the controlling shareholder and the administrators of the Company develop a culture of integrity, based on principles that seek to preserve the interest of the society. Attention is drawn to some situations that may emerge from the analysis of these operations:
a) contracting of a society belonging to statutory administrators or relatives of administrators, without there being supporting documentation of the service provider selection process; b) loans from the publicly held company to administrators with charges incompatible with those of similar transactions between the debtor individual and financial institutions; c) in cases where there is approval authority, due to the value of the business, the fragmentation of the transaction into several contracts and between different societies of the group, so as not to submit the business to the deliberation of the competent body; d) alteration of contractual conditions through an addendum, without adopting for the celebration of the addendum the same approval procedures as the original contract; e) contracting of a service provider, usually intellectual nature services (consulting, advertising, law offices), which, in turn, maintains simultaneous contracts, including consulting, with related parties; f) service contract (i) defined in a comprehensive manner, (ii) varied, (iii) unrelated to each other, and (iv) of long duration, making it difficult to identify the values due and the corresponding counterparty;

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

g) consulting contract signed with a statutory administrator, with the object of activities that could be included in the context of their responsibilities; h) still with regard to the relationship of administrators with the Company, without failing to observe that any benefit received by the administrator in exchange for their services must be understood as remuneration, attention is drawn to the following situations:
i. use of Company assets and services for private purposes, for example, aircraft, vehicles, legal services, etc.;
ii. receipt of commissions on business concluded by the Company, for example, alienation of a subsidiary, which are not formally provided for in the administrator remuneration policy;
iii. receipt of extraordinary values, for the practice of an act that is included in their responsibilities and which is not formally provided for in the administrator remuneration policy.

It is also recommended that transactions with related parties be analyzed by a Statutory Audit Committee, when present, or another specific independent body, which would be responsible for evaluating the conditions under which such transactions are established and ensuring that they are carried out in the best interest of the company. The approval of these operations must be preceded by effective negotiation, in which persons without personal interests in the matter participate on behalf of the company, and it is also recommended to create approval thresholds according to the relevance of the transaction.

Finally, transactions between related parties and the entire decision-making process that precedes them must be documented in a manner that allows for subsequent verification, when necessary.

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

As determined by Article 30, item XXXIII, of CVM Instruction No. 480/09, publicly held companies registered in Category A must disclose communication on transactions between related parties (see item 4.16), without prejudice to the appropriate disclosure in the financial statements and in the Reference Form.

7.11 Indemnity Commitments
On 09.25.2018, CVM Advisory Opinion No. 38/18 was issued, which provides for fiduciary duties of administrators within the scope of indemnity contracts concluded between publicly held companies and their administrators.

In accordance with the aforementioned Advisory Opinion, there is no legal obstacle to the provision, in an indemnity contract, of the right to indemnification in favor of administrators for expenses suffered due to their position or function. Nevertheless, the granting of indemnification to administrators based on the indemnity contract should not occur in all cases, such as those in which the legal standards of conduct to which they are subject have not been observed.

In this sense, it is understood that the following are not subject to indemnification, among others, expenses resulting from acts of administrators practiced:
a) outside the exercise of their duties; b) with bad faith, intent, gross negligence, or through fraud; or c) in their own interest or that of third parties, to the detriment of the social interest of the company.

Furthermore, CVM understands that, given the inherent conflicts of interest risks in indemnity contracts, to fulfill their fiduciary duties, administrators must ensure that the company develops procedures capable of ensuring that decisions authorizing the expenditure of resources are made independently and always in the best interest of the company.

For this reason, the company's administration must ensure that the contract includes clear and objective rules, specifying:
a) the body of the company that will be responsible for evaluating whether the administrator's act falls under any of the exclusions referred to in item 2 of this Opinion; and b) the procedures that will be adopted to exclude the participation of administrators whose expenses may come to be indemnified in the evaluation process referred to in item 'a' above, in accordance with Article 156 of Law No. 6.404/76.

Regarding the minimum information to be disclosed by companies when concluding indemnity contracts, CVM recommends that, at a minimum, the following information be made available:
a) whether there is a statutory provision on indemnification and, if affirmative, its terms; b) whether the contract must provide for a limit value for the indemnification offered and, if positive, what is this value; c) the coverage period that may be covered by the contract; d) the administrators who may conclude an indemnity contract with the society; e) the exclusion hypotheses of the right to indemnification; f) the types of expenses that may be paid, advanced, or reimbursed based on the contract; e g) the procedures regarding decisions on the payment, reimbursement, or advance of expenses resulting from the indemnity commitment, indicating: (i) body of the company that will be responsible for decisions regarding its granting; and (ii) the rules and procedures that will be adopted to mitigate conflicts of interest, ensure the independence of decisions, and ensure that they are taken in the interest of the company.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Without prejudice to the guidelines and recommendations contained in the opinion, in the understanding of SEP, it is also desirable that the following information about the provision of indemnity commitment be disclosed to the market:
a) by what reason the administration preferred to adopt the provision of indemnity commitment instead of concluding a civil liability insurance contract with similar coverage (CVM Process No. RJ2009/8316) 50; b) the quoted value of the civil liability insurance premium that provides for similar coverage to the proposed indemnity commitment; c) whether the guarantee offered by the provision of indemnity commitment includes the payment or reimbursement of indemnities that administrators are obliged to pay when held liable for damages caused to third parties or to the company as a result of illegal acts practiced before the provision of the indemnity commitment; d) whether the guarantee offered by the provision of indemnity commitment includes the payment or reimbursement of fines resulting from conviction in a criminal action or administrative process or pecuniary obligations provided for in agreements to close administrative processes supported by administrators; and e) in case of a positive response to at least one of the two previous items, why the administration believes that such guarantee would be in the best interest of the company.

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

The above information must be included (i) in the administration's proposal to the general assembly, whenever it is convened to deliberate on indemnity commitments; and (ii) in item 12.11 of the Reference Form, when the company has indemnity commitments in force.

It is also worth emphasizing the recommendation that contracts be sent, within 7 (seven) business days from the date of their signing, noting that the category "Indemnity Contracts" has already been created in Module IPE of the Empresas.NET System for the sending of the aforementioned contracts.

Finally, we inform that on 10.29.2018, SEP issued Circular Letter No. 9/2018/CVM/SEP, available on the CVM website, guiding how to make indemnity contracts, their addendums, and any other documents that also reflect the terms and conditions applicable to the indemnity regime available.

7.12 Trading with own issued shares
The legal principle established through Article 30 of Law No. 6.404/76 is that the company cannot trade with its own issued shares, except for the exceptions enumerated in its paragraph 1.

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

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Furthermore, in paragraph 2 of the cited article, the Law provided for the regulation by the CVM of the acquisition of shares by the issuing company itself, which issued CVM Instruction No. 567/15, which, in turn, revoked CVM Instructions No. 10/80 and 390/03.

It is emphasized that the aforementioned CVM Instruction No. 567/15 does not contain any command restricting its provisions to companies registered in Category A. Therefore, companies registered in Category B must also observe the commands set forth in the aforementioned Normative Instruction.

We remind you that the acquisition of shares by the company for retention in treasury or cancellation, and the alienation of shares so acquired, is one of the hypotheses for the disclosure of Relevant Fact, established in article 2, item XV, of CVM Instruction No. 358/02. In the case of approval by the board of directors, the information provided for in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an attachment to the meeting minutes of the board of directors that deliberates on the subject, concomitantly with the disclosure of the Relevant Fact.

7.12.1 Competence for Approval

CVM Instruction No. 567/15 regulates the conditions under which companies may deliberate on the trading of shares of their own issuance and derivatives referenced therein.

In most cases, the transactions may be approved by the board of directors. However, as provided for in article 3 of this Instruction, the transaction must be submitted to shareholder approval when:
a) carried out outside organized securities markets, involving, even through several isolated operations, more than 5% (five percent) of shares or class of shares in circulation in less than 18 (eighteen) months; b) carried out outside organized securities markets and at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, from market quotes; c) having as its objective to alter or preserve the composition of share control or the administrative structure of the company; and d) the counterparty in a transaction carried out outside organized securities markets is a related party to the company, as defined by the accounting rules dealing with this subject, without prejudice to the prohibition on transactions with the controlling shareholder.

In addition to these cases, the bylaws may provide for additional hypotheses in which prior approval by the general meeting is necessary.

Regarding the submission of the matter to shareholders, it should be noted that this is a condition for the effectiveness of the trading of shares of own issuance in the above cases, although it does not necessarily need to occur prior to the conclusion of the transaction. Thus, it is possible that a transaction is executed and shareholder approval is obtained subsequently, provided that the transaction does not produce effects until such approval occurs.

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

Regarding hypothesis “c” above, its incidence is limited to cases of possible modification in the control or administrative structure, such as in situations, for example, of possible imminent realization of a public offer to acquire shares representing share control or transactions of participations that will allow their holders to indicate members to the board of directors. The mere fact that the acquisition removes shares from circulation, thereby reinforcing a defined control structure without perspective of modification, does not trigger the need for approval in a general meeting.

Regarding hypothesis “d”, it is worth highlighting that cases of alienation or transfer of shares to administrators, employees, and service providers of the public company, its subsidiaries, or affiliates resulting from the exercise of stock options or other models of remuneration based on shares are exempted from the need for approval in a general meeting. For this, however, it is necessary that the parameters for calculating the exercise price of the options or the price of shares are contained in the plan or remuneration model in question and that these have been approved in a general meeting.

In cases where shareholder approval is necessary, a general meeting must be convened to address the subject, and the proposal for the indication must contain the information indicated in article 20-B of CVM Instruction No. 481/09, and be sent by Module IPE of the Empresas.NET System under the category “Assembly”, type “AGO/E”, “AGE”, species “Administration Proposal”, subject “Acquisition of shares issued by the own company” or “Alienation of shares issued by the own company”, as applicable.

In the case of approval by the board of directors, the information provided for in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an attachment to the meeting minutes of the board of directors that deliberates on the subject, which will be sent by Module IPE of the Empresas.NET System under the category “Administration Meeting”, type “Board of Directors”, species “Minutes”, subject “Acquisition of shares issued by the own company” or “Alienation of shares issued by the own company”, as applicable.

7.12.2 Limitations

Article 6 of CVM Instruction No. 567/15 establishes a temporal limitation on the trading of shares of own issuance (and derivatives referenced therein) by providing that such trading must be settled within 18 months from the approval by the board of directors or the general meeting.

It is clarified that the period in question seeks to prevent the approval from remaining open indefinitely. This period does not coincide with the settlement period of 2 (two) days to which operations with shares in the spot markets are normally subject, so that purchase and sale transactions in such markets in the last days of the 18-month period will not be considered violations of the aforementioned provision.

In accordance with paragraph 1 of article 7, the acquisition of shares of own issuance presupposes the existence of available resources, thus considered all profit reserves or capital, except for (i) legal, (ii) profits to be realized, (iii) mandatory undistributed dividends, and (iv) tax incentives. The result of the ongoing social exercise is also considered an available resource, segregated from the allocations to the reserves mentioned above.

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

The existence of available resources must be verified based on the latest financial statements available published prior to the effective transfer, to the company, of the ownership of its own shares. Therefore, an acquisition may be approved even if such resources do not exist, provided that the effective transfer only occurs when the resources exist.

The latest available financial statements referred to by CVM Instruction No. 567/15 may be annual, interim, or quarterly. Such statements serve as a reference to verify both whether a company that previously did not have available resources has acquired them, as well as to determine whether a company that previously held them has ceased to do so. Thus, available resources must be verified on a continuous basis with each new financial information disclosed.

If an eventual excess is found, due to subsequent financial information, the company must alienate or cancel the shares above the limit in question within 6 months, admitting the possibility that this measure proves unnecessary if new financial information is disclosed in this interval based on which the existence of available resources is verified.

Without prejudice to the need for the existence of available resources, expressed in accounting terms as mentioned above, administrators must take necessary diligence to ensure that (i) the financial situation of the company is compatible with the settlement of the acquisition at its maturity without affecting the fulfillment of obligations assumed with creditors nor the payment of mandatory dividends; and (ii) there are no foreseeable facts capable of causing significant changes in the amount of available resources over the remaining period of the social exercise.

According to article 8, treasury shares may not exceed the threshold of 10% of shares in circulation, thus considered all shares minus those held by controlling shareholder, persons linked to him, and administrators.

The percentage referred to above includes (i) shares held not only by the public company itself but also by its subsidiaries and affiliates, and (ii) shares of own issuance corresponding to the economic exposure assumed due to derivative contracts or deferred settlement contracts entered into by the company or its subsidiaries and affiliates.

Regarding specifically such shares referenced by derivative contracts, all shares that the company has the right or obligation to acquire (for example, long positions in call options or short positions in put options) must be considered, as well as the quantity of shares whose positive return serves as the basis for determining the flow of payments in favor of the company (for example, Total Return Equity Swap contracts). Inverse positions in similar contracts, such as those that ensure the right or obligation to sell the company's own shares, must be disregarded in verifying the 10% limit mentioned above.

As already decided by the Collegiate Body on 11.11.2008 (CVM Process RJ2008/9839)51, the Board of Directors itself may deliberate on the cancellation of shares held in treasury, provided there is statutory authorization for the board of directors to deliberate on the acquisition of shares of the company (for purposes of cancellation or subsequent alienation) and that an extraordinary general meeting is subsequently convened to deliberate on the alteration of the statutory clause regarding the social capital of the respective company.

51 See http://www.cvm.gov.br/decisoes/2008/20081111_R1/20081111_D12.html

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

We remind you that, in addition to the limitations provided for in articles 7 and 8 of CVM Instruction No. 567/15, the norms referred to in article 11 of the same Instruction must be observed, including those that seek to prevent the creation of artificial conditions of demand, supply, or price, price manipulation, fraudulent operations, and inequitable practices.

Therefore, companies must not act in the sense of providing liquidity to specific shareholders or sustaining a certain quote level.

It is worth noting that Law No. 6.404/76 provides, in its article 30, that the acquisition of shares of own issuance by a public company will be subject to the norms issued by the CVM under penalty of nullity.

We call attention to the fact that CVM Instruction No. 567/15 was published on 17.09.2015 and does not apply to operations announced before this date, which must observe CVM Instruction No. 10/80.

Finally, article 13 of the norm establishes that the transgression of its articles 2nd to 8th constitutes a serious offense, for the purposes of paragraph 3 of article 11 of Law No. 6.385/76.

7.12.3 Economic and Political Rights of Treasury Shares

In accordance with article 10 of CVM Instruction No. 567/15, treasury shares have no right to vote nor to monetary proceeds of any nature, which does not prevent them from being entitled to share bonuses or being subject to grouping and splitting.

It should be emphasized that the exclusion of economic and political rights does not extend to shares held by counterparties of the company in derivative contracts or deferred settlement contracts, as such shares are not effectively in treasury, although they are included in the calculation of the 10% limit provided for in article 8. Attention is called, however, to the need that, in the event of any voting agreement, even informal, between the company and the counterparty, such circumstances must be disclosed in accordance with Annexes 20-B of CVM Instruction No. 481/09 and 30-XXXVI of CVM Instruction No. 480/09, as applicable.

7.12.4 Monthly Information on Transactions Carried Out

It is reiterated that, from 17.09.2015, there has been a monthly obligation to report transactions carried out with shares of own issuance by the company, its subsidiaries, and affiliates.

In this regard, reference is made to item 4.8 of this circular, which contains guidelines on the form of sending such information through the Empresas.NET System.

7.13 Dividends of Preferred Shares (article 203 of Law No. 6.404/76)

Article 203 of Law No. 6.404/76 determines that the provisions of articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive the fixed or minimum dividends to which they have priority, including arrears, if cumulative.

Consequently, the reserves mentioned in articles 194 to 197, and that of which article 202, paragraph 5, of Law No. 6.404/76 speaks, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, the fixed or minimum dividends must be distributed.

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

7.14 Communication regarding the non-payment of mandatory dividend due to the financial situation of the company

Article 202, paragraph 4, of Law No. 6.404/76 establishes that the mandatory dividend may cease to be distributed in the social exercise in which the administrative bodies inform the General Shareholders' Meeting (AGO) that it is incompatible with the financial situation of the company. The fiscal council, if functioning, must provide an opinion on this information, and the administrators must send to the CVM, within 5 (five) days of the holding of the general meeting, a justified exposition of the information transmitted to the assembly.

The justified exposition required in article 202, paragraph 4, of Law No. 6.404/76 must be sent through Module IPE of the Empresas.NET System (category “Notice to Shareholders”, type “Other notices”), mentioning in the subject the information disclosed.

7.15 Late, Corrective, or Complementary Declarations of Dividends

In the case of late, corrective, or complementary declarations of dividends (or other proceeds) due by public 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 03.05.2006 (CVM Process SP2004/0381)52, in response to the inquiry from SEP regarding the shareholder base to be used in the cited cases.

7.16 Competence of the Board of Directors to Deliberate on the Issuance of Debentures

Law No. 12.431/11 gave new wording to article 59, paragraph 1, of Law No. 6.404/76, so that this provision now establishes that, in the public 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 decision of the Collegiate Body of 13.12.2011 (CVM Process RJ2011/8312)53, this new wording has immediate and unconditional applicability. That is, in the absence of a statutory provision preventing deliberation by the board, the new legal text is in force and is capable of producing all its effects, so that the boards of directors of public companies can already, immediately, deliberate on the issuance of debentures not convertible into shares.

7.17 Composition of the Board of Directors

Upon the consolidation of the social bylaws, companies must pay attention to the provisions of article 143 of Law No. 6.404/76, regarding the composition of the board of directors of a corporation.

52 See http://www.cvm.gov.br/decisoes/2006/20060503_R1/20060503_D02.html 53 See http://www.cvm.gov.br/decisoes/2011/20111213_R1/20111213_D02.html

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

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

7.18 Request for Certificates of Entries in Social Books (article 100 of Law No. 6.404/76)

Article 100, paragraph 1, of Law No. 6.404/76 regulates the facility to obtain a certificate of the entries in the Register of Nominal Shares Book, the “Transfer of Nominal Shares” Book, the “Register of Nominal Beneficiary Parts” Book, and the “Transfer of Nominal Beneficiary Parts” Book.

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

In this sense, it must be observed that, according to decisions of the Collegiate Body regarding the matter (see, for example, CVM Processes RJ2003/13119 and RJ2003/7260)54, the company exercises, regarding certain records, a public function equivalent to that of agents delegated by 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 social books, or in the records that serve as their substitute.

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

In a decision of 08.12.2009 (CVM Process RJ2009/5356)55, the CVM Collegiate Body expressed its understanding, in response to an inquiry formulated by a market agent, regarding the main conditions for granting the certificate of entries in the social books in question, as well as regarding its content, highlighting the main aspects:
a) the provision of article 100, paragraph 1, does not oblige the public company to provide a certificate of entries in the social 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;

54 See http://www.cvm.gov.br/decisoes/2004/20041123_R1/20041123_D08.html 55 See http://www.cvm.gov.br/decisoes/2009/20091208_R1/20091208_D24.html

COMMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

b) the request formulated based on this provision must present specific, albeit brief, justification to legitimize its approval, such justification identifying (i) the right to be defended or the situation of personal interest to be clarified, and (ii) to what extent the disclosure of the entries in the social books is necessary for the clarification of the situation of personal interest or defense of the right in question; c) the company is obligated to provide a certificate of entries that are necessary and sufficient for the clarification of the situation of personal interest or the defense of the right identified in the request; d) the provision of the complete list of shareholders, based on the provision of paragraph 1 of article 100 of the S.A. Law, is only imposed in cases where it is duly justified that the violated or about to be violated right is inherent to the quality of shareholder, and its defense is of interest to all shareholders; e) in this way, the provision of the complete list of shareholders is imposed, based on this provision, in the hypotheses in which shareholders must act jointly to defend some right, due to the law or bylaws establishing a minimum quorum for petitioning before the Judiciary, Public Administration, or the company's bodies. Examples of this would be the liability action to be proposed by shareholders (article 159, paragraph 4, of the S.A. Law), the action for full exhibition of the company's books (article 105, paragraph 4, of the S.A. Law), and, furthermore, the request for a list aimed at facilitating the formation of the quorum necessary to convene the general meeting, provided that, in the latter example, it is demonstrated that the deliberation on some matter to be included in the agenda has the clear character of defense of rights. f) for the same reason, the granting of the complete list is also justified, in light of the provision of article 100, paragraph 1, in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder. g) outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the social books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in article 100, paragraph 1, of the S.A. Law.

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

Furthermore, the mere commercial interest in obtaining the certificate, such as the offering of service provision, finds no support in paragraph 1 of article 100 of Law No. 6.404/76.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

It is worth noting that the CVM Board of Directors, in meetings held on 02/23/2010, 07/20/2010, 11/19/2013, and 07/19/2016 (CVM Processes RJ2010/2689, RJ2010/0620, RJ2012/13291, and SP2016/89) 56, reiterated the understanding described above, established in the meeting of 12/08/2009.

It is worth recalling the decision of the CVM Board of Directors in the meeting held on 05/28/2013 (CVM Process RJ2012/13291) 57, in which, among other things, it reiterated the understanding issued in the already cited decision of 12/08/2009, as well as emphasized that paragraph 1 of Article 100 of the Corporations Law does not require the applicant to have any participation in the company's capital stock; after all, even a non-shareholder can request the certificates of the records contained in the books mentioned in items I to III of Article 100 of Law No. 6.404/76, observing the requirements established therein.

In meetings held on 05/09/2017 and 07/11/2017, the Board, when analyzing a shareholder's complaint against the company's denial of a request for a list of shareholders (CVM Process SP2016/0174) 58, expressly noted the need for a new evaluation by the CVM regarding the aforementioned precedent established in CVM Process RJ2009/5356, highlighting that the reading of Article 100, paragraph 1, does not necessarily lead to the conclusion that "outside the hypotheses of defense of a collective or homogeneous individual right, the request for the supply of certificates of the records of the corporate books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Art. 100, § 1º, of the LSA", as well as the need to interpret Law No. 6.404/76 systematically, which contains another provision, Article 126, paragraph 3, specifically intended to protect the right of shareholders to access the company's list of shareholders, as a necessary instrument for collective mobilization; and the possibility that, independently of the use of Article 126, paragraph 3, which has its own regime, there may be situations where the defense of rights or clarification of situations of personal interest will occur, precisely within the scope of a gathering, which will depend on a case-by-case analysis.

On 11/07/2017, the Board again reviewed the matter (CVM Process No. 19957.006319/2017-24), this time in a request made by a non-shareholder. At that time, the Reporting President Marcelo Barbosa referred to the reanalysis initiated within the scope of the aforementioned Process SP2016/0174, highlighting that the decision issued in CVM Process RJ2009/5356, which has been carried over to the Circular Letters of the SEP since then, should not be read restrictively and literally.

This is because the 2009 decision would have referred specifically to one of the purposes provided for in the device in question, namely the "defense of rights and clarification of situations of interest (...) of shareholders", carried out by a shareholder based on a collective or homogeneous individual right of the shareholders. Regarding this hypothesis, the understanding prevailed that the requesting shareholder must pursue a collective or homogeneous individual right of all shareholders of a certain company. Examples of this type of request would be those aimed at exercising the mechanisms provided for in Article 123, sole paragraph, in Article 105, in Article 206, or in Article 159, paragraph 4 of the Corporations Law, that is, cases in which both the requesting shareholder and any other shareholder would have standing to make the request.

56 See http://www.cvm.gov.br/decisoes/2010/20100223_R1/20100223_D07.html, http://www.cvm.gov.br/decisoes/2010/20100720_R1/20100720_D06.html, http://www.cvm.gov.br/decisoes/2013/20131119_R1/20131119_D02.html and http://www.cvm.gov.br/decisoes/2016/20160719_R1/20160719_D0166.html 57 See http://www.cvm.gov.br/decisoes/2013/20130528_R1/20130528_D11.html 58 See http://www.cvm.gov.br/decisoes/2017/20171107_R1/20171107_D0795.html

However, such possibility does not rule out the others that were codified in the law, such as the defense of rights and clarification of situations of personal interest or of the securities market, which may be alleged by both shareholders and non-shareholders. In this sense, the decision taken in CVM Process SP2015/0208, judged on 10/24/2017 59, was cited, in which the Board granted an appeal filed by a shareholder based essentially on incidental personal interest.

Finally, it is important to mention that in CVM Process No. 19957.006319/2017-24, the CVM Board of Directors analyzed an issue that had not yet been explored in depth: a request for access to the content of corporate books made by a non-shareholder person, under the justification of supporting their action in defense of shareholders and the market.

Regarding this, Reporting President Marcelo Barbosa highlighted in his vote, having been accompanied by the unanimous vote of the Board, that access to the corporate books should only be granted if the applicant demonstrates having a legitimate interest in the right to be defended and in the situation to be clarified, and that the proof of the legitimacy of the applicant involves the analysis of the ownership of the right object of the request.

In this regard, it was explained that in the case of a shareholder making a request for certificates of corporate books based on the defense of rights arising from their quality as a shareholder, the demonstration of legitimate interest is, in principle, facilitated, as it is a situation in which the applicant is simultaneously the holder of the right and interested in the situation in which this is inserted. However, if the applicant is a third-party non-shareholder, their subjective relationship with the pointed right is not so evident. Indeed, in the decision of 11/07/2017, the Board also highlighted that, in the case of requests made by non-shareholders, the analysis of the legitimacy and justification presented will be more complex and not so evident, paying even more attention to the occurrence of possible abusive situations.

In this sense, the Board expressed the understanding that a request made by an association or similar entity, with the purpose of interest of the shareholders of a certain company, should only be granted if the applicant proves that it has in its roster of members persons who are holders of the right to be defended and have a legitimate interest in the situation to be clarified – who have granted powers of representation to the association, and clarifies to what extent the requested information will serve the desired purpose.

7.19 Admission of shareholders in a wholly-owned subsidiary (Article 253 of Law No. 6.404/76)
Article 253 of Law No. 6.404/76 establishes that, in proportion to the shares they hold in the capital of the company, shareholders will have the right of preference to (i) acquire shares of the capital of the wholly-owned subsidiary, if the company decides to alienate them in whole or in part; and (ii) subscribe to a capital increase of the wholly-owned subsidiary, if the company decides to admit other shareholders.

The CVM Board of Directors, in meetings held on 03/29/2011 and 08/16/2016 (CVM Process No. RJ2010/13425 and CVM Process No. 19957.003452/2016-48) 60, understood that the provision in this article only applies to companies converted into wholly-owned subsidiaries due to an operation of share incorporation (Article 252 of Law No. 6.404/76).

59 See http://www.cvm.gov.br/decisoes/2017/20171024_R1/20171024_D9774.html 60 See http://www.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html and http://www.cvm.gov.br/decisoes/2016/20160816_R1/20160816_D0307.html

Additionally, in the aforementioned meeting of 03/29/2011, the CVM Board of Directors concluded that, in cases where the share capital of the subsidiary is distributed among two or more shareholders, the specific regime of wholly-owned subsidiaries, provided for in Article 253, would only be applicable if it were evident that the shareholding structure was constituted to defraud the law.

Registered issuers in Category A, when disclosing to the market the admission of shareholders in a wholly-owned subsidiary, must inform whether the right of preference in the subscription or acquisition of the subsidiary's shares will be granted to their shareholders, and if such right is not reserved for their shareholders, they must inform the reasons why Article 253 of Law No. 6.404/76 will not be observed.

In the administration's proposal to be submitted to the assembly, Category A registered issuers who are authorized by a market administrator entity to negotiate shares on a stock exchange and have shares in circulation must disclose, through the Empresas.NET System (see item 4.2.2), at minimum, the following information: (a) quantity of new shares to be issued by the wholly-owned subsidiary or quantity of shares of the wholly-owned subsidiary to be alienated; (b) unit price for subscription or acquisition of the shares; (c) date to be considered for the identification of shareholders who will have the right to subscribe or acquire the shares and (d) percentage that shareholders will have the right to subscribe or acquire.

8 Complaints, Appeals, Consultations, Requests for Interruption or Suspension of Assembly, Communications, Hearings, and Requests for Review of Processes
8.1 Complaints involving public companies
Complaints filed by shareholders or the general public, involving public, foreign, and/or incentivized companies, must be sent to the Superintendent of Investor Protection and Guidance – SOI, through the Citizen Service – SAC, available on the CVM website.

Complaints filed by administrators of such companies must be sent to the SEP through the Digital Protocol service, also accessible via the CVM website.

Complaints can be filed without the identification of the complainant, via the CVM website or, exceptionally, through a physical protocol at the agency.

Complaints filed by shareholders or the general public will be analyzed by the SOI and, if they involve corporate issues of greater complexity, will be forwarded for analysis by the SEP, which will evaluate, mainly based on publicly available documents and written manifestations requested from market participants, whether the received complaint is well-founded.

If it believes it has conclusive elements regarding the authorship and materiality of the irregularity found, the SEP will formulate an accusation term to be judged by the CVM Board of Directors in a sanctioning administrative process. In this case, the complaint process will be archived in the SEP or SOI, depending on its origin.

If it understands that elements of authorship and materiality are not present, the SEP will present a proposal to the General Superintendent to initiate an administrative inquiry, who, if in agreement,

will forward the process to the Superintendent of Sanctioning Processes – SPS, which, together with the Federal Special Prosecutor’s Office – PFE, will be responsible for its conduct.

In this case, the complaint process will be extinguished, and its records will form the administrative inquiry.
To facilitate the visualization of the above, a flowchart of the procedures followed after the receipt of complaints on corporate themes relevant to public companies by the CVM until its archiving is presented below.

8.2 Appeals against decisions or understanding manifestations of the SEP
In accordance with CVM Deliberation No. 463/03, the deadline for appeal to the Board of Directors against decisions issued by the CVM Superintendents is 15 (fifteen) days counted from the knowledge of the interested party.

The Superintendent must, within 10 (ten) business days from the receipt of the appeal, reform or maintain the appealed decision and, in the second hypothesis, forward the process to the Board of Directors even if they understood the appeal as untimely or inadmissible.

CVM Deliberation No. 510/06, which altered CVM Deliberation No. 463/03, provides that the appeal will be received in the devolutive effect and if there is just fear of damage difficult or uncertain to repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, give suspensive effect to the appeal.

If there is a denial (total or partial) of the request for suspensive effect, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for the re-examination of the decision denying the suspensive effect, in accordance with item VI of CVM Deliberation No. 463/03.

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

Investor Complaint
Administrator Complaint
Analysis by SOI
Analysis by SEP
Presentation of accusation term or issuance of Alert Letter Initiation of administrative inquiry Archiving of the process without the presentation of an accusation term, Alert Letter or opening of inquiry Response to the investor in cases of lower complexity

It is also worth noting that, at the request of a member of the Board of Directors, the Superintendent who issued the appealed decision, or the appellant themselves, the Board of Directors will appreciate the allegation of the existence of error, omission, obscurity, or material inaccuracies in the decision, contradiction between the decision and its foundations, 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 him to the Board of Directors for deliberation.

It is also worth mentioning a decision of the Board of Directors of 10/27/2015, to the effect that no appeal lies against a notification issued by the SEP in compliance with the provisions of Article 11 of CVM Deliberation No. 538/08, in force at the time 61.

Regarding appeals against the application of coercive fines, see item 2.6.1.

8.3 Consultations of public, foreign, and incentivized companies
Consultations regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 and subsequent amendments must be sent, by the DRI or person equivalent to the SEP, with the identification of the issuer. If the consultation is made by legal representatives of the issuers, it must be accompanied by their respective powers of representation.

Point doubts regarding the application of legislation and corporate regulation, understood as those that do not require analysis in specific administrative processes given their complexity, can be sent to the SEP, by the companies, through the email address sep-consultas@cvm.gov.br, recommending that, before sending said doubt to the indicated email, ensure that there are no orientations regarding the subject in question in this Circular Letter.

The formulation of the consultation must be clear regarding its object, avoiding generic form and theoretical consultations. The consultation must be accompanied by all elements and arguments judged important for the conclusive manifestation of the CVM.

Consultations on accounting matters must be accompanied by a statement from the independent auditor on the subject.

It is worth highlighting that the presentation of a consultation by the issuer does not exempt it from compliance, within the due deadlines, with legal and regulatory obligations, even if object of the formulated consultation.

Also, we request that the consultation be forwarded in a file in ".pdf" format with searchable content or that has been digitized with OCR ("Optical Character Recognition") technology, which allows recognizing text characters.

8.4 Requests for interruption or suspension of the deadline for calling an assembly
Requests for interruption or suspension of the deadline for calling an extraordinary general assembly must be sent, in accordance with CVM Instruction No. 372/02, to the SEP, through the Digital Protocol Service, and, concomitantly, to the electronic address sep@cvm.gov.br.

61 See http://www.cvm.gov.br/decisoes/2015/20151027_R1/20151027_9883.html

The request for interruption or suspension must be sent to the SEP at least 8 business days in advance of the date initially established for the holding of the general assembly.

After receiving the request, the SEP will notify the company in question to manifest itself within an irrevocable deadline of 48 hours. Subsequently, the SEP will analyze the request and forward its opinion to the CVM Board of Directors to deliberate on the interruption or suspension.

Unlike complaints and consultations, the SEP and the Board of Directors have a maximum deadline to manifest themselves regarding the request for interruption or suspension, which is the date of the assembly itself. However, it is important to observe that the scope of the analysis in interruption requests is restricted to the legality of the proposals submitted to the assembly, and in suspension requests, to the need for more time for the analysis of especially complex proposals and the sufficiency of the documents related to them.

8.5 Communications with the SEP
In the case of forwarding questions, answers, appeals against decisions or understandings of the SEP, or petitions/representations, companies must use the Digital Protocol, on the CVM website, except when instructed otherwise by the SEP.

In this sense, it is worth highlighting that the sending of these correspondences through the Empresas.NET System, when not expressly requested by the SEP, has been used by some companies, causing, sometimes, embarrassment to their own administration or difficulty in tracking responses to requests or manifestations of this Superintendency.

It is worth noting that the deadlines for attending to the requests contained in the letters sent by the SEP must be counted as specified in the document itself. When not specified, the deadline must be counted from the date of receipt of the Letter (date of sending the email or, if the Letter was sent only by postal mail, the date of signing the AR).

We remind you that, since 2016, the SEP sends Letters primarily through electronic mail (with electronic signature), given the adoption of the Electronic Information System – SEI.

In this sense, we request that communications with the SEP, including in compliance with said Letters, be made, whenever possible, through the document protocol in the Digital Protocol Service.

Occasionally, administrators, fiscal councilors, and shareholders exchange correspondence, through which they formulate questions directly to the administration of the public company, sending copies of these correspondences to the Superintendent of Corporate Relations (SEP). This mode of proceeding should be avoided.

With the objective of properly processing demands, administrators and fiscal councilors who wish to forward consultations or complaints to the CVM must do so observing the procedures indicated in this item, sending direct correspondence to the SEP and indicating the request and its foundation.

Complaints or consultations filed by shareholders or the general public, even if involving public, foreign, and/or incentivized companies, must be sent to the Superintendent of Investor Protection and Guidance – SOI, through the Citizen Service, available on the CVM website, at the link below:
http://www.cvm.gov.br/menu/atendimento/sac.html

8.6 Requests for hearings with private individuals
In line with Decree No. 4.334/02, requests for scheduling meetings with organizational components of the CVM must be sent electronically, through the CVM page on the worldwide computer network, selecting, for this purpose, the option HEARING WITH PRIVATE INDIVIDUALS (http://sistemas.cvm.gov.br/?Audiencia). It is recommended that the issuer fill out the object of the hearing as completely and detailed as possible, as well as inform, in the "Subject" field, whenever possible and if applicable, the number of the Letter, Instruction, or other CVM act to which the subject of the hearing refers.

In this request, the clear specification of the subject to be treated must be present, as a necessary condition, in the case of issuer consultations, their prior forwarding, as described in this Circular (see item 8.3). It is also recommended that the issuer contact the SEP by telephone before scheduling the hearing with private individuals in the system, aiming to verify the availability of the schedule.

In the last five fiscal years, one of the initiatives of the CVM Risk-Based Supervision Plan (available on the worldwide computer network) has been the opening of an administrative process with the objective of analyzing financial statements accompanied by an auditor's report or special review report issued with a modified opinion.

We have observed an expressive increase in the quantity of meeting requests made to the SEP, with the objective of informing the technical area of the existence of an auditor's report/special review report with a modified opinion before the disclosure of financial information to the market.

We remind you that for all processes of this nature, the SEP sends a letter to the Companies requesting a manifestation regarding the reasons that motivated the auditor's modified opinion.

In light of this, we recommend that Companies evaluate the need to schedule meetings only after notification by the SEP regarding the subject, avoiding the request for a meeting before the disclosure of financial information to the market, taking into account, also, the observance of the rules regarding the treatment of relevant information provided for in CVM Instruction No. 358/02.

8.7 Request for review of a process
In accordance with paragraph 2 of Article 8 of Law No. 6.385/76, all documents and records of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is assured by express legal provision.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

It should be noted, furthermore, Article 46 of Law No. 9,784/99 – which regulates the administrative process within the Federal Public Administration – which guarantees interested parties the right to view the process and to obtain certificates or reprographic copies of the data and documents that comprise it, except for 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 determine illegal acts and unfair practices that is preceded by an investigative stage, the necessary confidentiality for the elucidation of facts or required by the public interest shall be ensured, as provided in paragraph 2 of Article 9 of Law No. 6,385/76.

In 2005, the Agency regulated, through CVM Resolution No. 481/05, the granting of access to the records of administrative processes of any nature initiated within the scope of the CVM. Requests for access to processes that are underway in this Agency must be submitted by presenting a signed request, 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 requester's interest in obtaining access to the records, except when it concerns a defendant in a sanctioning administrative process, in which case access shall always be granted.

The granting depends on the authorization of the head of the Superintendency responsible for conducting the administrative process or of the Rapporteur, in case there is a pending appeal or decision by the Collegiate Body, with the postponement of the granting of access being optional in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the process.

In administrative processes initiated due to requests for postponement of general meetings of listed companies or interruption of the flow of the term 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 records by the company within the term for its manifestation, as provided in Article 4 of CVM Resolution No. 481/05.

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

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

In sanctioning administrative processes, defendants shall be granted access upon request addressed: (i) to the Process Control Coordination (CCP), in processes governed by CMN Resolution No. 454/77; or (ii) to the Superintendency that initiated 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 requesters 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 denial decision is issued by the Rapporteur, an appeal against his decision may be filed with the Collegiate Body within 5 (five) days, from the date the interested party is notified.

For granted requests, the processes will be made available at the Inquiry Center – SOI/GOICDC of this Agency, with the indication of the availability period through a letter or email in response to the request. Sanctioning administrative processes will be made available at the Process Control Coordination – CCP.

Without prejudice to the above, requests for access to information may also be made, based on the “Information Access Law” (see item 8.10).

For requests for access, the Digital Protocol System, available on the CVM website, must be used.

8.8 Commitment Term

The Commitment Term may be entered into between the investigated party or defendant and the Securities and Exchange Commission, at the CVM's discretion, observing the public interest, in accordance with paragraphs 5 to 8 of Article 11 of Law No. 6,385/76 and CVM Instruction No. 607/19.

According to Article 82 of CVM Instruction No. 607/19, the interested party in the execution of a commitment term may submit a written proposal to the CVM, in which they commit to:

I – cease the practice of activities or acts considered illegal, if applicable; and II – correct the irregularities pointed out, including compensating for damages.

The interested party must manifest their intention to enter into a commitment term within the term for the presentation of a defense.

The presentation of a proposal to enter into a commitment term will be admitted even before or during the preliminary fact-finding phase, in which case it must be forwarded to the superintendency responsible for the investigation.

According to Article 11, paragraph 5, of Law No. 6,385/76, the aforementioned proposal must be forwarded in the name of the investigated party or defendant themselves, and should not be sent in the name of the company, except in cases where the company itself appears as the investigated party or defendant.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

In exceptional cases, in which it is understood that the public interest determines the analysis of a proposal for the execution of a commitment term submitted outside the term referred to in Article 82 of CVM Instruction No. 607/19, such as those involving the offer of full compensation to those harmed by the conduct object of the process and the modification of the factual situation existing at the end of the said term, the analysis and negotiation of the proposal may be carried out by the Rapporteur Director.

According to Article 88 of CVM Instruction No. 607/19, the execution of the commitment term has the following effects:

I – the suspension of the ongoing administrative process, for the term stipulated for the fulfillment of the commitment; or II – the non-initiation of a sanctioning administrative process, in cases where the proposal is submitted still in the investigation phase or before it.

Information regarding commitment terms, including those already executed with the CVM, which may serve as examples for the presentation of proposals, is available on the CVM website on the World Wide Web, at the link “Sanctioning Action – Commitment Terms” (http://www.cvm.gov.br/termos_compromisso/index.html).

Finally, it is worth highlighting that, according to Article 81 of CVM Instruction No. 607/19, the execution of a commitment does not imply a confession regarding the facts, nor recognition of the illegality of the conduct analyzed in the process that gave rise to it.

8.9 Calculation of Deadlines

In the calculation of deadlines, the rule established by Article 66 of Law No. 9,784/99, which regulates the administrative process within the scope of the federal public administration, must be observed. In this sense, the calculation of deadlines in the aforementioned processes occurs similarly to that established by Article 224, caput, of Law No. 13,105/15.

Thus, in the calculation of the term, the day of commencement must be excluded and the day of expiration included. Deadlines begin to run from the moment of official notification, which can be carried out through the sending of a letter with Acknowledgment of Receipt, fax, or electronic message, and the term begins to count from the first of these to occur.

In the case of coercive fines, the provisions of Articles 14 and 15 of CVM Instruction No. 608/19 must be observed.

In the event that the expiration occurs on a day when there is no business at the CVM, such as Sundays and national, state, or municipal holidays, the term is extended to the next business day.

Additionally, as determined by Article 23 of Law No. 9,784/99, the acts of the process must be carried out on business days, during the normal operating hours of the agency where the process is underway.

Thus, on dates when the CVM headquarters operate on a partial schedule, with closure before normal hours, deadlines will be extended until the next business day. On the other hand, when the CVM headquarters operate on a partial schedule 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 ongoing term.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

8.10 Request for Information Access

The CVM, through CVM Resolution No. 481/05, regulated the granting of access to the records of administrative processes of any nature initiated within the scope of the CVM (see item 8.5).

Additionally, CVM Resolution No. 710/13 establishes the procedures for information access provided for in Law No. 12,527/11 (“Information Access Law”), regulated by Decree No. 7,724/12, within the scope of the CVM.

In accordance with Article 2 of the aforementioned Resolution, the request for information access must be made electronically on the CVM website on the World Wide Web, or physically, at the Citizen Information Service – SIC of the CVM, by filling out the Standard Form.

In the event of partial or total denial of access to information or failure to provide the reasons for the denial of access, the requester may file an appeal, within ten days, counted from the notification of the decision, to the General Superintendent. If such appeal is denied, the requester may file an appeal, within ten days, counted from the notification of the decision, to the President of the CVM (Article 3 of CVM Resolution No. 710/13).

As provided in Article 4 of the aforementioned Resolution, in the event of omission of response to the request for information access, the requester may file a complaint, within ten days, to the General Superintendent.

The term to file a complaint begins thirty days after the presentation of the request for information access.

If the appeals provided for above are denied or the complaint mentioned in the previous paragraph is unfruitful, the requester may file an appeal, within ten days, counted from the notification of the decision, to the Office of the Comptroller General of the Union.

It is important to highlight, based on Article 13 of Decree No. 7,724/12 transcribed below, that the Information Access Law does not serve to impose the obligation to consolidate or interpret data that are in the possession of the Agency, in the event of a request for information regarding them.

“Art. 13. Requests for information access will not be granted:

I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation, or consolidation of data and information, or service of production or processing of data that is not within the competence of the agency or entity.

Sole paragraph. In the case of item III of the caput, the agency or entity must, if it has knowledge, indicate the location where the information from which the requester can perform the interpretation, consolidation, or processing of data is located.”

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

9 Empresas.NET System for the Preparation and Delivery of Information

The Empresas.NET System is a system developed in partnership with B3 with the aim of facilitating compliance, by companies, with regulatory obligations to disclose information to participants in the capital market.

The information referred to by the Empresas.NET System is provided for, notably, in CVM Instructions No. 480/09, 481/09, and 358/02. There are additional documents and information disclosed by virtue of other normative acts of the CVM, listing segment norms of B3, or by virtue of corporate governance best practices.

The Empresas.NET System is the only means of forwarding to the CVM and to B3, in the case of companies listed there, of the periodic and occasional information of listed companies, and it is not accepted that the documents listed in Empresas.NET are delivered through protocols or sent by registered mail.

The documents and information sent via the Empresas.NET System will be available for public consultation simultaneously on the CVM website and on the B3 website in the case of companies listed there, with the exception of the form for the communication provided for in Article 11 (individual) of CVM Instruction No. 358/02.

The download of the Empresas.NET System can be done through the CVM website on the World Wide Web (http://www.cvm.gov.br, section Regulated Information, Companies, Empresas.NET, or via the link http://www.cvm.gov.br/menu/regulados/companhias/progempnet.html), as well as on the B3 website http://www.b3.com.br/pt_br/, section Products and Services – Solutions for Issuers, Empresas.NET Systems).

Questions regarding the installation, use, and operation of the Empresas.NET System, as well as the reporting of problems or difficulties in sending documents, must be forwarded to the B3 Issuers Superintendency.

Contact with the Issuers Superintendency can be made by phone (11) 2565-5063 or by email to emissores.empresas@b3.com.br, during the following hours:
a) Normal Service: on business days, from 8 a.m. to 8 p.m., by email or phone. b) On-Call Service: on business days, after 8 p.m. or on weekends and holidays, exclusively by email.

Issues received after 8 p.m. on business days and on weekends and holidays will be treated after 8 a.m. on the next business day, except those related to system availability for receiving information, which will be treated immediately.

It is absolutely essential to read the document “Manual for the Provision of Periodic and Occasional Information”, available on the CVM website, which presents a list of categories, types, and species of documents provided for in the Empresas.NET System, classified by the obligation or not of sending, by the periodicity of their disclosure, and by the need or not of publication by the press, as well as bringing guidance regarding the procedure for accessing the system (sending and cancellation of data).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

The limitation on the size of files to be included in the Empresas.NET System is imposed by the system itself and aims to facilitate investors' access to information archived in the Empresas.NET System, since, in turn, it depends on file download processes, which are often unfeasible for sizes above 5 Mb. The imposed limitation aims for the best performance of the system and the website, thereby generating better access for users, especially for the shareholder, the final recipient of the information.

Before requesting the expansion of the limit of the Empresas.NET System, the company must make efforts to reduce the size of the file to be made available, given that it is an existing imposition for all companies. The issuer must try solutions with its IT department, in order to reduce the size of the file. The use of compression algorithms is suggested to try to reduce the space occupied by images and texts to be placed in the files. In this sense, we alert that the files to be attached to the documents created in the system must not be protected or digitized in a way that does not allow them to be searched.

It is worth highlighting that the CVMWEB System continues to be used to access the functionality of appeal against coercive fines, on the CVM website. See item 2.6.1.

10 Guidelines for the Preparation of the Reference Form

10.1 Guidelines applicable to the entire Reference Form

10.1.1 General rules on the preparation and disclosure of information

CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and updating of the Reference Form. They are as follows:

a) the issuer must disclose true, complete, consistent information that does not mislead the investor (Article 14); b) all information disclosed by the issuer must be written in simple, clear, objective, and concise language (Article 15); c) the information provided by the issuer must be useful for the evaluation of the securities issued by them (Article 17); d) whenever the information disclosed by the issuer is valid for a determinable term, such term must be indicated (Article 18); e) factual information must be differentiated from interpretations, opinions, projections, and estimates (caput of Article 19); f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of Article 19).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br

In this sense, it is important that the issuer avoids including information that is not important for the understanding of its activities, its financial and asset situation, and the risks involved, in accordance with Annex 24 of CVM Instruction No. 480/09.

The Empresas.NET System incorporates both structured fields and free text fields for the presentation of the information required in the Reference Form.

In order to ensure better understanding and comparability by investors, it is alerted that whenever the required information is provided in free text fields, the issuer must, nevertheless, organize and present the information in accordance with the structure and organization provided for in Annex 24 of CVM Instruction No. 480/09.

In the unstructured fields of the Reference Form, whenever the presentation of a table is required, the information must be provided in this manner (as, for example, in items 3.4, 4.3, 13.2, 13.3, 13.5, 13.6, and 13.7 of the Form).

Considering that the Reference Form is a mandatory document for the purpose of requesting the registration of a listed company, the company that was constituted in the same social year in which its request for registration as a listed company was made must, in the creation of version 1.0 of its Reference Form, inform in “FRE Data/Social Years”, in the fields “Start Date” and “End Date” of the line of the last social year, respectively, the date of constitution of the company and the date of closure of the period used for the preparation of financial statements for registration purposes.

10.1.2 Field “other information deemed relevant”

Annex 24 provides in several sections of the Form open fields for the presentation of “other information deemed relevant”. The objective of these fields is to allow the issuer to provide other information not requested in the Reference Form, deemed important to support the investment decision or to ensure the correct understanding, by investors, of the information provided in the Form regarding its economic-financial situation, its business, and the risks inherent to its activities and the securities issued by it.

Therefore, the insertion of repetitive information in these fields or information that should be included in another specific field of the Reference Form, or text of a promotional nature, should be avoided, limiting its use to strictly necessary clarifications that actually add knowledge about the situation of the company and the securities offered by it for public trading.

10.1.3 Scope and content of information provided

Annex 24 includes notes specifying the scope or content of the information to be provided in some of the items that must be carefully observed by issuers when preparing, updating, and resubmitting the Reference Form.

Issuers are advised that it is unnecessary to include in the Reference Form information that is not important to ensure that the document is a true, accurate, and complete portrait of its economic-financial situation and the risks inherent to its activities and the securities issued, such as repetitions of legal texts, explanatory notes, and complete texts of other documents already disclosed by the Company.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

In the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1 and 10.2 must refer to the last 3 (three) closing financial statements of the social year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 closing financial statements of the social year and the last accounting information disclosed by the issuer, such as, for example, information regarding the last Quarterly Information Form – ITR disclosed by the issuer.

We also alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.7, 3.8, 7.4, 7.6, 9.1 and 10.6 must refer to the last closing financial statements of the social year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last closing financial statements of the social year and the last accounting information disclosed by the issuer, such as, for example, information regarding the last quarterly information form – ITR disclosed by the issuer.

It is also emphasized that, in the annual presentation of the Reference Form, the information provided regarding items 2.1, 8.1, 8.2, 8.3, 10.4, 11.1”d”, 14.1, 15.6, 15.7, 17.2, 17.3, 17.4, 18.9, 18.10, 19.1 and 19.2, must refer to the last 3 social years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 social years and the current social year.

10.1.4 Information not applicable
If information requested in the Reference Form is not applicable to the issuer due to its characteristics, the issuer must explicitly state this fact in the Form and include a justification, explaining the reason why the requested information is not applicable to it.

Regarding the free text fields of the Empresas.NET System, if the information is not applicable, the issuer must indicate in the field itself the reasons justifying the non-presentation of the required information.

For example, if the issuer has not carried out a public distribution offer of securities in the last 3 social years, it must inform in items 18.10 “a”, 18.10 “b” and 18.10 “c” that these are not applicable, given that the issuer did not carry out a public distribution offer of securities in the last 3 social years. It is emphasized that the mere declaration that the information is “not applicable” does not meet this purpose.

In the case of the structured fields of the Empresas.NET System, if the information is not applicable, the issuer must, instead of filling them out, disclose the reasons for the non-presentation of the required information, through the “Justify” icon.

10.2 Guidelines for filling out the Reference Form
10.2.1 Identification of persons responsible for the content of the Form (section 1)
In this item, the issuer must identify and present the declaration of its President and its CEO attesting that:
a) they reviewed the Reference Form; b) all information contained in the document complies with the provisions of CVM Instruction No. 480, especially articles 14 to 19; c) the set of information contained therein is a true, accurate and complete portrait of the issuer's economic-financial situation and the risks inherent in its activities and the securities issued by it.

It is emphasized that the aforementioned declaration must be made by the two persons indicated in the regulation (President, or equivalent position, and CEO), with the exception of the case where the same person holds both positions listed in the Instruction.

Furthermore, the declarations of the President and the CEO must include their respective signatures.

On the other hand, in the presentation of new versions of the Reference Form, due to the update provided for in CVM Instruction 480/09, article 24, paragraph 3rd, item I, or paragraph 4th, item I, due to the change of president director, or of the investor relations director, and not due to the other deliveries provided for in the same article, there is no obligation to replace the identification and signed declaration of the replaced directors in section 1 of the Reference Form, but only the update of items 12.5/6 with the data of the new directors.

It is finally emphasized, item 1.2, which provides for an individual declaration by a new occupant of the position of President or Investor Relations Director, in case of a change of President or CEO after the delivery of the Reference Form.

10.2.2 Auditors (section 2)
a. Information about independent auditors (item 2.1) In this item, historical information must be presented to identify the auditors who worked with the company in the last 3 social years, as well as the services provided by them to the issuer.

In letter “c”, “date of contracting of services”, the date on which the contract of the independent auditor was celebrated must be informed. This information is not confused with that required in item 3.3 of the registration form, “Date of start of service provision”. In the aforementioned item of the registration form, the information to be presented is the date of start of the first accounting period to be audited or reviewed by the new contracted auditor. For example, if an auditor was contracted on 10.12.2018 to review the information relating to the 1st ITR/2019, the information to be disclosed as “date of contracting of services”, in the Reference Form, will be 10.12.2018, while the “Date of start of service provision” will be 01.01.2019.

In line with the provisions of article 2 of CVM Instruction No. 381/03 and item 2.2 of the Reference Form, which requires the separate disclosure of expenses incurred with audit services and with any other services provided by the independent auditor, in the description of contracted services (letter “d”) it must be informed not only the services related to independent audit, but also any other services that are not external audit that are provided to the issuer by the independent auditor or by related parties with the independent auditor, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05(R1).

The eventual substitution of the auditor (letter “e”) must be informed even when the change occurred due to the rotation of auditors provided for in article 31 of CVM Instruction No. 308/99. In this case, as in other cases of change, the issuer's justification for the substitution of the auditor (sub-item “i” of letter “e”) must contain the same content of the communication required in the caput of article 28 of CVM Instruction No. 308/99.

If the auditor did not agree with the justification for its substitution, the information provided in response to sub-item “ii” of letter “e” must reproduce the eventual reasons presented by the auditor, in accordance with the communication provided for in paragraph 2nd of article 28 of CVM Instruction No. 308/99.

The issuer that has not had an auditor in the period covered by table 2.1/2 must present, in table 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form. b. Remuneration of independent auditors (item 2.2) The information about the total amount of remuneration of independent auditors must be provided only in relation to the last social year.

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

In both the case of external audit services and the case of other services provided, the issuer must indicate, in a segregated manner, the values paid as title of each of the services that have been informed in letter “d” of item 2.1.

Information about the remuneration of independent auditors must be presented in reais (R$).
Even when there is the provision of services by the auditor abroad, the issuer must carry out the conversion to the national currency as provided for in CPC 2 (R2) approved by CVM Deliberation No. 640/10.

The issuer that has not had an auditor in the period covered by table 2.1/2 must present, in table 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form.
c. Other relevant information considered (item 2.3)
This item must be used to present other information not requested in section 2 of the Reference Form, which the issuer considers important for the complete understanding, by investors, of its relationship with the independent auditor, such as: the policy or procedures adopted by the issuer to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors (item III of article 2 of CVM Instruction No. 381/03) and existence of relevant transfers of services or resources between the auditors and related parties with the issuer, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05(R1).

10.2.3 Selected financial information (section 3)
a. Selected financial information (item 3.1)
In this field, the issuer must present, in addition to other accounting information it may have selected, the values of the following items indicated in letters “a” to “j”: equity; total assets; net revenue; gross result; net result; number of shares, ex-treasury; equity value per share, basic earnings per share and diluted earnings per share. These last two pieces of information must be calculated in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 41.

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

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

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

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

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

In the preparation and review of the information presented in this field, the issuer must ensure that the values disclosed are consistent with those that have been disclosed in its financial statements. b. Non-accounting measurements (item 3.2) In the disclosure of non-accounting measurements, the issuer must pay attention to the fact that the values presented are reconcilable with the data contained in the financial statements and quarterly information disclosed by it, which have been used for the preparation of the measurements, observing the applicable standards, especially CVM Instruction No. 527/07.
c. Subsequent events to the last closing financial statements of the social year (item 3.3)
In this field, subsequent events must be identified and commented on, which, in compliance with the rules provided for in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, consisted of the last closing financial statements of the social year or, in the case of presentation of the Reference Form due to the request for registration of public distribution, the last accounting information disclosed by the issuer.

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

The issuer must make it clear whether the information provided in this item refers to the individual or consolidated financial statements. d. Description of the policy for the destination of results (item 3.4) This item aims to consolidate the history of the destination of the issuer's results, including what was approved in the last Ordinary General Assembly.

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

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

Year 1 Year 2 Year 3 a. Rules on profit retention a.i. Values of Profit Retentions a.ii Percentages in relation to total declared profits b. Rules on dividend distribution
c. Periodicity of dividend distributions
d. Possible restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial decisions, administrative or arbitral e. If the issuer has a formally approved result destination policy, informing the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the world wide web where the document can be consulted

The description of the policy must be prepared taking as a basis the practices adopted by the issuer and the provisions on the subject existing in its Bylaws, avoiding the mere transcription of the provisions of Law No. 6.404/76 regarding the subject.

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

In addition to this information, the issuer must indicate, in a segregated manner, the values of all retentions that have been carried out in each of the years informed in this item of the Form, as well as the percentages in relation to the total declared profits. e. Dividend distributions and profit retentions occurred in the last 3 social years (item 3.5) The information presented in this item must be consistent with the corporate resolutions and with the individual accounting information disclosed by the issuer.

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

Note that the distributed dividend to be informed in letter “d” must be restricted to that calculated based on the profit established in the last social year. Payments of dividends of profits established in previous years will be informed in item 3.6.

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

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

It is worth clarifying that the dividends or interest on equity attributed as dividends that have been distributed to retained profits or reserves constituted in previous social years must be informed in item 3.6 of the Form. f. Level of issuer's indebtedness (item 3.7) The information disclosed in this item must be provided based on the consolidated financial information, if the issuer is obliged to prepare them.

It is emphasized that the total amount of debt, of any nature, informed in item 3.7.a, may be greater than the value disclosed in item 3.8 as the sum of debts with real guarantee, floating guarantee and unsecured debts.

It is also fundamental, in the event that the issuer uses another indebtedness index, the indication of the respective methodology and the reason why it understands that this index is appropriate for the correct understanding of the issuer's financial situation and level of indebtedness. g. Issuer's obligations according to the nature and maturity date (item 3.8) In this item, the issuer must disclose the amount of its obligations (loans, financing and debt titles), segregated according to the type of guarantee — real guarantee, floating guarantee and unsecured debts or other type of guarantee or privilege — and with the maturity dates established in letters “a” to “d” of this item.

In this sense, the liabilities due that do not have the nature of loans, financing and debt titles — such as suppliers, tax obligations, provisions, dividends or interest on equity payable, etc. — should not be included in this item 3.8 of the Reference Form.

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

Debts with guarantee of aval must be included in one of the three categories provided for in item 3.8. Debts without real or floating guarantee, regardless of the fact that they have fiduciary guarantee, must be classified as unsecured debts.

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

In order to facilitate understanding by investors, the issuer must include information in item 3.8 itself, in the “observations” field, on the criteria used for the segregation of its debts according to the categories provided for in the regulation.

The information must be provided taking as a basis the information contained in the issuer's consolidated accounting statements, or, when this is not obliged to disclose consolidated statements, based on its individual accounting statements.

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

10.2.4 Risk factors (section 4)
a. Description of risk factors (item 4.1)
In this item, any risk factors that may influence investment decisions must be disclosed, in order of relevance, especially those related to the issuer and its direct or indirect controller, or control group, its shareholders, its subsidiaries and affiliates, its suppliers, its customers, the economic sectors in which the issuer operates and their respective regulation, the foreign countries where the issuer operates, and socio-environmental issues.

It should be clarified that the matters listed in letters “a” to “j” constitute an exemplary list. Thus, when filling out this field of the Form, the issuer must discuss the risk factors to which it would be exposed that may influence investment decisions.

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

Given that risk factors must be disclosed in descending order of relevance (i.e., from most relevant to least relevant), in presenting the comments, the issuer may modify the order of presentation of the matters cited in letters “a” to “j” of item 4.1. Alternatively, it may present, within each sub-item “a” to “j” of item 4.1, the risk factors in descending order of relevance.

All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The issuer’s expectations regarding the increase or reduction of its exposure to risk factors, as well as actions implemented to reduce its exposure, must be reported in item 5.4 of the Form.

Regarding letter “c” (risks related to its shareholders), the issuer must present the risks to which the Company is exposed due to its shareholders, i.e., those in which the source of the risk is the shareholder.

Considering the provisions of Article 238 of Law No. 6,404/76, item 4.1.b (risks related to its controller, direct or indirect, or control group) must identify and describe risks related to the possibility that the company may be directed in a manner to serve the public interest that justified its creation.

Risk factors must be clearly identified and described in clear and objective language, in a way that allows comprehension by the investor, and their possible impacts on the issuer or on the securities issued by it must also be commented on.

The issuer must avoid generic descriptions of risk factors. Information must be provided, to the extent possible, on how a specific risk factor affects the issuer specifically, considering its particularities.

In this regard, when judging PAS CVM No. RJ2014/7352, the Collegiate Body had already manifested itself in the sense that generic allegations that the risks inherent to a company's activity are already known to the market, given that they have been disclosed in the company's documents such as the Reference Form, do not have the effect of removing the responsibility of administrators of open companies for the lack of disclosure of certain specific and relevant information of the company, including in other documents and moments, such as in its annual and interim financial statements.

As mentioned in the vote of Rapporteur Director Pablo Renteria, accompanied by the unanimity of the Collegiate Body, risks common to a certain industry must be disclosed in prospectuses and Reference Forms. However, the function that such disclosure plays is to inform and alert the public regarding certain typical characteristics of the industry that may generate risks to investors of any company in the sector. Therefore, the company's management cannot consider that these generic alerts are sufficient to remove the need for disclosure, in the Company's financial statements, of specific risk factors and related events, if they are already known to the administrators.

The investor, when acquiring securities issued by a company of a certain sector, accepts the risks inherent to it, which have been duly informed by the company. However, this does not imply that the company is exempt from keeping the market duly informed about specific events that have led or may lead to the realization of these risks. Thus, if the administration becomes aware of a risk event, this fact must be timely informed to the market, in the manner provided for in current regulation, including, depending on the circumstances, by means of a notice of relevant fact. The administration must also keep the market continuously informed about the evolution of these events and their impact on the company's financial situation, through the gradual disclosure of true, complete, timely, and precise information.

Additionally, it is recommended that, in the annual process of preparing the Reference Form, risk factors be reviewed and updated.

b. Description of market risks (item 4.2)
In this item, all relevant market risks to which the issuer is subject in the normal course of its activities must be described, quantitatively and qualitatively, in order of relevance and without mitigation or omission of relevant information, including, but not limited to, exchange rate risks, stock and commodity prices, interest rates, among others, that are capable of influencing its operational results, its financial situation, its future perspective, and investors' decisions.

The issuer must also disclose the relevant issues of the market risks to which it is subjected and the respective policies for their management. The issuer may disclose, for example, the parties with whom it contracts over-the-counter derivative instruments and the details of the participation of each of these parties in the total notional value contracted by the issuer, emphasizing the treatment of counterparty risk.

The issuer must describe how the indicated market risks may affect it. Thus, the mere mention of generic factors, such as the possibility of changes in government policies and actions, political instability, and financial market volatility, must be avoided. The issuer must cross-reference the information provided in this item with what is described in its financial statements, pursuant to CVM Instruction No. 475/08, in order to avoid inconsistencies or omissions that hinder the understanding of what is intended to be informed in this part of the form.

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

For better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax, and others). The description of each of the proceedings must be presented in table format, according to the model below.

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

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

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

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

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

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

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

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

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

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

It is important to emphasize that the analysis regarding the chance of loss refers to an estimative aspect, therefore not implying any assumption of obligation by the issuer.

In this sense, it is noted that the term “probable” refers to a normative accounting concept, contained in a technical pronouncement of the CPC. The term “probable” is defined as follows in IAS 37 (standard of the International Financial Reporting Standards – IFRS, issued by the International Accounting Standards Board – IASB, the body responsible for the regulation of international accounting, which in Brazil was received in Technical Pronouncement CPC 25):
The term “probable” is used for describing a situation in which the outcome is more likely than not to occur. Generally, the phrase “more likely than not” denotes any chance greater than 50 percent.
(PricewaterhouseCoopers LLP, 2014)

According to Technical Pronouncement CPC 25, an outflow of resources is considered probable if the event is more likely to occur than not to occur, i.e., if the probability of the event occurring is greater than the probability of the event not occurring. Thus, if the chance of the event occurring is greater than 50%, the entity must recognize a provision.

If there is a chance of loss slightly greater than 50%, this proceeding will be classified as probable, which will not necessarily imply the obligation of disbursement of the value by the Company, given that there may be a considerable probability of gain.

Moreover, considering as a fundamental rule for the functioning of the capital market the principle of full and fair disclosure, which ensures maximum transparency in the relationship between Companies and investors, the provision of this type of information cannot take on contours that affect the issuer's security in its disclosure, which may, consequently, prejudice the quality of what is disclosed.

The analysis of the impact in case of loss of the proceeding, required in letter “h”, must be done without omission of relevant information, and the amount of losses related to relevant proceedings and their possible impacts on the financial and asset situation of the issuer or its subsidiaries or on its business must be demonstrated. Even if the chance of loss of the proceeding is remote, if it is relevant in terms of materiality, it must be informed.

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

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

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

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

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

Circular Letter CVM/SEP 02/2020

Lineage: In force