Circular Letter CVM/SEP 03/2010

CIRCULAR LETTER/CVM/SEP/N° 03/2010
Rio de Janeiro, March 12, 2010
SUBJECT: General guidelines on filling out the Reference Form

Dear Director of Investor Relations,

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

The objective of this Circular Letter is to provide guidance to issuers regarding the Reference Form, a new periodic document provided for in CVM Instruction No. 480/09, which will assume the role of a permanent prospectus by gathering the main information related to the issuer, such as activities, risk factors, administration, capital structure, financial data, management comments on such data, securities issued, and transactions with related parties.

Thus, the Reference Form not only replaces the Annual Information Form – IAN, but also the sections related to the issuer of Annex III of CVM Instruction No. 400/03, given that it will serve to provide information at the time of the distribution offering, through its incorporation by reference.

This first Circular Letter regarding the Reference Form was prepared by the SEP with the objective of: (a) consolidating guidance already contained in the documents regarding the Reference Form in the Reports of the Public Hearing of CVM Instruction No. 480/09; (b) disseminating guidance already provided by the area in response to consultations received and to Reference Forms already filed; and (c) present guidance on certain fields of the Form that, in the understanding of the Superintendence, could raise doubt among issuers regarding the extent or content of the information to be provided.

It does not, therefore, treat exhaustively all fields of the Reference Form, not dispensing, for this reason, the careful reading and examination of Annex 24 of CVM Instruction No. 480/09 by issuers when submitting, updating, and resubmitting the Form, as well as the updating of corporate legislation and CVM regulation, which may be issued after the present date.

Given the great innovation brought by the document in the information provision regime, the SEP also recommends to issuers, especially to companies that have not carried out public distribution offerings of securities in the recent period, the consultation of public distribution prospectuses filed in the Periodic and Occasional Information System (IPE).

We finally inform that the SEP intends to update this Circular Letter annually with the objective of consolidating the guidance that may be issued by the area due to the supervision of information provided in the Reference Form.

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

SUBMISSION OF THE REFERENCE FORM
UPDATE OF THE REFERENCE FORM
RESUBMISSION OF THE REFERENCE FORM
GUIDELINES APPLICABLE TO THE ENTIRE FORM

SECTION B. GUIDELINES REGARDING THE FILLING OUT OF THE REFERENCE FORM

IDENTIFICATION OF THE PEOPLE RESPONSIBLE FOR THE CONTENT OF THE FORM
AUDITORS
2.1. Information about independent auditors
2.2. Remuneration of independent auditors
2.3. Other information deemed relevant
SELECTED FINANCIAL INFORMATION
3.3. Events subsequent to the last financial statements closing the fiscal year
3.4. Description of the policy for the allocation of results of the last 3 fiscal years
3.5. Dividend distributions and profit retentions occurring in the last 3 fiscal years
3.7. Level of issuer's indebtedness
3.8. Issuer's obligations according to nature and maturity date
RISK FACTORS
4.1. Description of risk factors
4.2. Comments on the expectation of reduction or increase in exposure to relevant risks
4.3. Description of judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties
4.4. Description of judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and whose opposing parties are administrators or former administrators, controlling shareholders or former controlling shareholders, or investors in the Company or its controlled companies
4.5. Information about relevant confidential proceedings in which the issuer or its controlled companies are parties and that have not been disclosed in items 4.3 and 4.4
4.6. Description of repetitive or related judicial, administrative, or arbitral proceedings, which are not confidential and which are relevant collectively, in which the issuer or its controlled companies are parties
4.7. Description of other relevant contingencies not covered by the previous items
MARKET RISKS
5.1. Description of the main market risks
5.2. Description of the market risk management policy adopted by the issuer
ISSUER HISTORY
6.3. Brief history of the issuer
6.5. Description of the main corporate events through which the issuer or any of its controlled or affiliated companies have passed
6.6. Information about bankruptcy petition, if based on a relevant value, or about judicial or extrajudicial reorganization of the issuer, and about the current status of such petitions
ISSUER ACTIVITIES
7.1. Description of activities developed by the issuer and its controlled companies
7.2. Information about the issuer's operational segments
7.3. Information about the products and services related to the operational segments disclosed in item 7.2
7.8. Information about relevant long-term relationships of the issuer
ECONOMIC GROUP
8.1. Description of the Economic Group in which the issuer is included
8.3. Description of restructuring operations occurred in the group
RELEVANT ASSETS
9.1. Description of non-current assets relevant for the development of the issuer's activities
COMMENTS BY DIRECTORS
PROJECTIONS
11.1. Disclosure of Projection
11.2. Monitoring and alteration of projections disclosed during the last 3 fiscal years
GENERAL ASSEMBLY AND ADMINISTRATION
12.1. Description of the issuer's administrative structure
12.2. Description of the rules, policies, and practices regarding general assemblies
12.3. Dates and newspapers of publication of information required by Law No. 6.404/76
12.4. Description of the issuer's rules, policies, and practices regarding the board of directors
12.6. Identification of administrators and members of the statutory audit committee
12.7. Identification of members of statutory committees and of audit, risk, financial, and remuneration committees
12.8. Information about administrators and members of the statutory audit committee
REMUNERATION OF ADMINISTRATORS
13.1. Description of the remuneration policy or practice of the board of directors, statutory and non-statutory management, statutory audit committee, statutory committees, and audit, risk, financial, and remuneration committees
13.2. Remuneration of the board of directors, statutory management, and statutory audit committee
13.3. Variable remuneration of the board of directors, statutory management, and statutory audit committee
13.5. Information, by body, about the participations held by members of the board of directors, statutory management, and statutory audit committee.
13.6. Share-based remuneration of the board of directors and statutory management
13.9. Information necessary to understand the data disclosed in items 13.6 to 13.8
13.11. Value of the highest, lowest, and average value of individual remuneration of the board of directors, statutory management, and statutory audit committee.
13.12. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators.
13.13. Percentage of total remuneration of each body attributed to members of the board of directors, statutory management, or statutory audit committee who are related parties to the controlling shareholders of the issuer
13.14. Remuneration of members of the board of directors, statutory management, or statutory audit committee received for any reason other than the function they hold
13.15. Remuneration of members of the board of directors, statutory management, or statutory audit committee recognized in the results of the controlling shareholders of the issuer, companies under common control, and controlled companies of the issuer
HUMAN RESOURCES
14.1. Information about the issuer's human resources
14.3. Description of the issuer's employee remuneration policy
CONTROL
15.1. Identification of the controlling shareholder or group of controlling shareholders
15.2. 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
15.3. Capital distribution
15.4. Organizational chart of the issuer's shareholders
15.5. Information about shareholder agreements regulating the exercise of voting rights or the transfer of shares issued by the issuer
15.6. Information about relevant changes in the participations of members of the controlling group and administrators of the issuer
TRANSACTIONS WITH RELATED PARTIES
SHARE CAPITAL
SECURITIES
18.1. Description of the rights of each class and species of issued share
18.5. Description of other securities
BUYBACK PLANS AND TREASURY SECURITIES
19.1. Information about share buyback plans of the issuer
19.2. Movement of securities held in treasury
19.3. Securities held in treasury on the date of closing of the last fiscal year
19.4. Provide other information that the issuer deems relevant
SECURITIES TRADING POLICY
INFORMATION DISCLOSURE POLICY
EXTRAORDINARY BUSINESS

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

SUBMISSION OF THE REFERENCE FORM
The content of the information to be provided in the Reference Form is specified in Annex 24 of CVM Instruction No. 480/09, it being worth noting that, in the case of issuers registered in Category B, the fields marked with “x” are optional to fill out.

Article 24 of CVM Instruction No. 480/09 provides that the issuer must submit the Reference Form updated annually, within 5 (five) months counted from the date of closing of the fiscal year.

In line with this determination, 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 (see item 2 of this section, below) 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 related to the current fiscal year.

The program for filling out and sending the Reference Form is in the development phase.
As soon as it is available, issuers will be notified by the SEP about the procedures and requirements necessary for downloading and installing the system.

UPDATE OF THE REFERENCE FORM
CVM Instruction No. 480/09 provides, in paragraphs 3 and 4 of article 24, certain events that determine the obligation of issuers registered in Categories A and B to update, within 7 (seven) business days counted from the date of the occurrence of the event, the fields of the Reference Form whose information is affected by them.

It is worth noting that the update rules of paragraphs 3 and 4 of article 24 are applicable since the entry into force of the Instruction, on 01/01/2010.
Thus, until the program for filling out and sending the Reference Form is made available, issuers whose information is affected by the occurrence of the events provided for in paragraphs 3 and 4 of article 24 must prepare a document in text file format, with the updated content of the Form fields related to those events and send it through the IPE System in the category “Reference Form – In file”, type “Updates provided for in art. 24 IN 480/09”, selecting the standardized subject related to the hypotheses of update of paragraphs 3 and 4 of article 24.

As commented in item 1 above, it is alerted that the 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 related to the current fiscal year.

It is also worth alerting that the general guidelines contained in Section B 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 issuer's obligation 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.

It is also worth noting that Category B issuers who opt to present information indicated in Annex 24 as optional for their category will be obliged to update this information in the manner provided for in paragraphs 3 and 4 of article 24.

RESUBMISSION OF THE REFERENCE FORM
CVM Instruction No. 480/09 determines that, in case of a request for registration of public distribution, issuers must resubmit the Reference Form fully updated on the same date that the request is filed with the CVM.

If there is a need for resubmission of the complete Reference Form before the program for filling out and sending is available – due to an initial issuer registration request or a request for registration of public distribution of securities – issuers must prepare the Reference Form in text file format with the data specified in Annex 24 of CVM Instruction No. 480/09 and send it through the IPE System, in the Category “Reference Form – In file”, type “Complete Form”.

GUIDELINES APPLICABLE TO THE ENTIRE FORM
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 update 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 it (article 17); (d) whenever the information disclosed by the issuer is valid for a determinable period, such period must be indicated (article 18); (e) factual information must be differentiated from interpretations, opinions, projections, and estimates (caput of article 19); (f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of article 19).

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, which it deems important to support the investment decision or to ensure the correct understanding, by investors, of the information provided in the Form, or about its economic-financial situation, its businesses, and the risks inherent to its activities and the securities issued by it.

We also draw attention that Annex 24 includes notes that specify the scope or content of the information to be provided in some of the items that must be carefully observed by issuers when preparing, updating, and resubmitting the Form.

In this sense, we alert that in the annual presentation of the Reference Form, the information provided regarding items 3.1, 3.7, 3.8, 7.2, 7.4, 7.6, 9.1, 10.1, 10.2, and 10.8 must refer to the last financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last financial statements closing the fiscal year and to the last accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer.

It is also worth noting that, in the annual presentation of the Reference Form, the information provided regarding items 2.1, 6.5, 8.3, 10.4, 10.7, 11.1”d”, 12.3, 14.1, 15.6, 17.2, 17.3, 17.4, 18.8, 18.9, 19.2, 22.1, 22.2, and 22.3 must refer to the last 3 fiscal years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 fiscal years and to the current fiscal year.

SECTION B. GUIDELINES REGARDING THE FILLING OUT OF THE REFERENCE FORM

IDENTIFICATION OF THE PEOPLE RESPONSIBLE FOR THE CONTENT OF THE FORM
The Declaration required in this item must be prepared by the President and the Director of Investor Relations of the issuer in the exact terms provided for in letters “a” to “c”.
AUDITORS
2.1. Information about independent auditors
In this item, information must be presented for the identification of the auditors and the services provided by them to the issuer.
In line with the information required in item 2.2 and with the provision of article 2 of CVM Instruction No. 381/03, it must be described in function of letter “d”, not only the services contracted related to independent audit, but also any other services that are not external audit that are provided to the issuer by the independent auditor or by parties related to the independent auditor, as defined in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05.

If there is no provision of other services besides those related to external audit, this fact must be expressly stated in this same item.
The eventual substitution of the auditor (letter “e”) must be informed even when the change occurred due to auditor rotation provided for in article 31 of CVM Instruction No. 308/99. In this case, as in other cases of change, the issuer's justification for the 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 attention 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 2 of article 28 of CVM Instruction No. 308/99.

2.2. Remuneration of independent auditors
The information about the total amount of remuneration of independent auditors must be provided only in relation to the last fiscal year.
In addition to the total remuneration amount, it must be informed in line with the information related to the last fiscal year provided in attention to letter “d” of item 2.1, how this amount is segregated between:
(a) fees related to external audit services; and (b) fees related to any other services provided, regardless of whether these services represented less than 5% (five percent) of the remuneration for external audit services, given that, unlike CVM Instruction No. 381/03, item 2.2 of Annex 24 of CVM Instruction No. 480/09 does not make any reservation regarding the amount of fees from which the information must be provided.

2.3. Other information deemed relevant
This item must be used for the presentation of other information not requested in this section of the Reference Form, which the issuer deems important for the complete understanding, by investors, of its relationship with the independent auditor, such as, for example: the policy or procedures adopted by the issuer to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors (item III of article 2 of CVM Instruction No. 381/03) and existence of relevant transfers of services or resources between the auditors and parties related to the issuer, as defined in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05.

SELECTED FINANCIAL INFORMATION
3.3. Events subsequent to the last financial statements closing the fiscal year
In this field, subsequent events must be identified and commented on that, in compliance with the rules provided for in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, appeared in the last financial statements closing the fiscal year or, in the case of presentation of the Reference Form due to the request for registration of public distribution, in 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 that did not originate adjustments. It is important to also include the information regarding the date of authorization of the issuance of the accounting statements, since they do not reflect events subsequent to that date.

The issuer must make clear if the information provided in this item refers to the individual or consolidated financial statements.

3.4. Description of the policy for the allocation of results of the last 3 fiscal years
The information about the policy for the allocation of results required in letters “a” to “d” of this item must be prepared based on the practices adopted by the issuer and on the provisions on the subject existing in its Bylaws.

3.5. Dividend distributions and profit retentions occurring in the last 3 fiscal years
The information presented in this item must be consistent with the corporate deliberations and the accounting information disclosed by the issuer.

3.7. Issuer's Debt Level
Regarding the item requested in letter "a", the total debt amount shall be understood as the sum of current liabilities and non-current liabilities.
The issuer must clearly state whether the information provided in this item refers to individual or consolidated financial statements.

3.8. Issuer's Obligations According to the Nature and Maturity Date
In this item, the issuer must disclose, in table format, the amount of its obligations, segregated according to the type of debt guarantee and the maturity periods stipulated in letters "a" to "d" of this item.
The issuer must clearly state whether the information provided in this item refers to individual or consolidated financial statements.

RISK FACTORS

4.1. Description of Risk Factors
In this item, any risk factors that may influence investment decisions must be disclosed, in order of relevance, in particular those related to the issuer and its controller, directly or indirectly, 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, and the foreign countries where the issuer operates. It should be clarified that the matters listed in letters "a" to "i" constitute an exemplary list. Thus, when filling out this field of the Form, the issuer must discuss the risk factors applicable to it that may influence investment decisions. The issuer may omit matters related to letters "a" to "i" of this item that are not applicable to it, but must add other matters not provided in the exemplary list that are relevant to its activities and capable of influencing investment decisions. All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The risk factors must be clearly identified and described in clear and objective language, in a manner that allows for their understanding by the investor, and their possible impacts on the issuer must also be commented on.

4.2. Comments on the Expectation of Reduction or Increase in Exposure to Relevant Risks
In this item, the issuer may comment, if they exist, on its expectations regarding the reduction or increase in its exposure to relevant risks described in the previous item.
In the comments, the internal or external factors to the issuer that underpin the opinion expressed must be specified.

4.3. Description of Judicial, Administrative, or Arbitral Proceedings in Which the Issuer or Its Subsidiaries Are Parties
In this item, the issuer must describe, by presenting the information required in letters "a" to "i", 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.
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 proceedings that, by the will of the parties, are confidential, are understood as confidential.
Relevance shall be assessed by the issuer taking into consideration the capacity the information would have to influence investment decisions.
In assessing relevance, the issuer should not limit itself only to the ability of the proceeding to significantly impact its assets, financial capacity, or business, or those of its subsidiaries, and 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. For better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax, and others). Regarding the identification of the parties (letter "d"), the parties constituting the passive and active poles of the proceeding must be identified. 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 status of the proceeding must be offered in clear and objective language. With regard 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 them not occurring; (b) Possible: when the chance of one or more future events occurring is less than probable, but greater than remote; (c) Remote: when the chance of one or more future events occurring is small. The analysis of the impact in case of loss of the 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.

4.4. Description of Judicial, Administrative, or Arbitral Proceedings in Which the Issuer or Its Subsidiaries Are Parties and Whose Counterparties Are Administrators or Former Administrators, Controllers or Former Controllers, or Investors in the Company or Its Subsidiaries
In this item, the issuer must describe, by presenting the information required in letters "a" to "i", the judicial, administrative, or arbitral proceedings, that are not under seal, in which it or its subsidiaries are parties and whose counterparties are administrators or former administrators, controllers or former controllers, or investors in 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. 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 proceedings that, by the will of the parties, are confidential, are understood as confidential. Regarding the identification of the parties (letter "d"), the parties constituting the passive and active poles of the proceeding must be identified. 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 status of the proceeding must be offered in clear and objective language. With regard to the chance of loss (letter "g"), the following concepts must be considered:
(d) Probable: when the chance of one or more future events occurring is greater than the chance of them not occurring; (e) Possible: when the chance of one or more future events occurring is less than probable, but greater than remote; (f) Remote: when the chance of one or more future events occurring is small. The analysis of the impact in case of loss of the proceeding, required in letter "h", must be done without omission of relevant information or mitigation, 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. Proceedings already described in item 4.3 may be cited in this item by reference.

4.5. Information on Relevant Confidential Proceedings in Which the Issuer or Its Subsidiaries Are Parties, Not Disclosed in Items 4.3 and 4.4
Regarding relevant confidential proceedings in which the issuer or its subsidiaries are parties, only the presentation of the following information is required, without the need to detail the cause: (a) analysis of the possible impact for the issuer or its subsidiaries, in case of loss, without mitigation or omission of relevant information on the subject; and (b) disclosure of the values involved in these proceedings.

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 proceedings that, by the will of the parties, are confidential, are understood as confidential.

4.6. Description of Repetitive or Connected Judicial, Administrative, or Arbitral Proceedings, Not Under Seal and Relevant in Aggregate, in Which the Issuer or Its Subsidiaries Are Parties
In this item, the issuer must describe the judicial, administrative, or arbitral proceedings, repetitive or connected, based on similar facts and legal causes, that are not under seal and that, when considered together, are relevant, in which the issuer or its subsidiaries are parties.
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 proceedings that, by the will of the parties, are confidential, are understood as confidential.
Relevance shall be assessed by the issuer, taking into consideration the capacity the information would have to influence the investment decisions of investors.
In assessing relevance, the issuer should not limit itself only to the ability of the proceeding to significantly impact its assets, financial capacity, or business, or those of its subsidiaries, and 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. For better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax, and others) and subdivided by similar causes. With regard to what is requested in letter "c" of this item, all information necessary for investors to understand the practice of the issuer or its subsidiary that originated the described contingency must be offered in clear and objective language.

4.7. Description of Other Relevant Contingencies Not Covered by Previous Items
This item must be used to present information on other relevant contingencies not covered by the previous items, which the issuer deems important to support investment decisions or for the correct understanding, by investors, of its economic-financial situation, its business, and the risks inherent to its activities and the securities issued by it.

MARKET RISKS

5.1. Description of Main Market Risks
In this item, all relevant market risks to which the issuer is subject in the normal course of its activities, including with regard to exchange rate and interest rate risks, capable of influencing its operational results, financial situation, future prospects, and the investment decisions of investors, must be described, quantitatively and qualitatively, in order of relevance and without mitigation.

5.2. Description of the Market Risk Management Policy Adopted by the Issuer
Risk management policy is understood as the set of rules and objectives that form an action program, established by its administrators, in order to condition actions aimed at mitigating risks.
The issuer must also indicate whether it uses financial instruments with objectives other than asset protection (hedge) (letter "e"), including with regard to operations associated with derivative instruments such as "Total Return Equity Swap". The information provided must include the objectives of the operations and the risks associated for the issuer or its shareholders. If it has implemented an organizational structure for risk management control (letter "f"), the issuer must describe it, indicating the administration bodies, committees, or other organizational structures involved, as well as discriminating the responsibility structure of each of these bodies, committees, or structures, and their members, in risk management control. If the issuer does not adopt an organizational structure or internal control systems aimed at verifying the effectiveness of the adopted policy (letter "g"), it must expressly state this fact. In this case, the issuer may also inform the reason why it does not adopt these procedures or about any projects for implementing new practices, development stage, and estimated time for adoption.

ISSUER'S HISTORY

6.3. Brief History of the Issuer
In this item, objective information must be presented on the most important events, useful for investors to know and evaluate the evolution and history of the issuer, such as: date of foundation and its founder; changes in name and corporate purpose; start and end of expansion program, if relevant; relevant corporate events already occurred, such as alienation or acquisition of control, merger, spin-off, or public offer to buy or sell shares; bankruptcy, judicial reorganization; judicial or extrajudicial recovery, product diversification; development of new products; creation of a subsidiary of relevant nature; main projects or works executed; relevant losses or damages, entry of foreign shareholder.

6.5. Description of Main Corporate Events Through Which the Issuer or Any of Its Subsidiaries or Affiliates Have Passed
In this item, a description of relevant corporate events involving the issuer or any of its subsidiaries or affiliates must be presented, such as incorporations, mergers, spin-offs, share incorporations, alienations and acquisitions of corporate control, acquisitions and alienations of important assets. The importance of the alienated or acquired asset shall be assessed by the issuer taking into account not only the value of alienation or acquisition, but also its relevance within its competitive, commercial, or operational strategy. It is emphasized that, for the purposes of the information to be provided in this item, the concept of affiliate existing in CVM Deliberation No. 605/09, which approved CPC 18, must be used. With regard to the business conditions (letter "b"), all elements necessary for investors to understand the main characteristics on the basis of which the corporate event was carried out must be described, such as: price, form and payment term, eventual existence of suspensive clauses, agreements regulating voting rights, pending approval by regulatory bodies, and possible effects of the decision on the operation. It is alerted that the occurrence of incorporation, share incorporation, merger, or spin-off involving the issuer is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item VIII of paragraph 3 and item IV of paragraph 4 of article 24 of Instruction 480/09. Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of the holding of the assembly in which the operation was approved, with the update of the information provided due to item 6.5, as well as any other information provided in the Form that is affected by these events. If the event depends on the homologation of a specific regulatory body, the issuer must expressly state this information in item 6.5 itself.

6.6. Information on Bankruptcy Petition, Based on a Relevant Value, or on Judicial or Extrajudicial Recovery of the Issuer, and on the Current State of Such Petitions
In this item, the existence of bankruptcy petitions of the issuer based on a relevant value and petitions for judicial or extrajudicial recovery of the issuer must be informed, presenting all information necessary for investors to know and understand the effects of these events on the issuer, such as: values involved, petitioner, court where the petition is pending and its current state, measures eventually adopted by the issuer. It is emphasized that the decree of bankruptcy, judicial reorganization, extrajudicial liquidation, or judicial homologation of extrajudicial recovery is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item XI of paragraph 3 and item VI of paragraph 4 of article 24 of CVM Instruction No. 480/09.

Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form in the manner provided for in the legislation, with issuers in judicial reorganization, bankruptcy, and liquidation subsequently being exempted from delivering the annual Reference Form in the manner provided for in articles 36, 38, and 40 of CVM Instruction No. 480/09.

ISSUER'S ACTIVITIES

7.1. Description of Activities Developed by the Issuer and Its Subsidiaries
In this item, information useful and necessary for the investor to know the activities developed by the issuer and its subsidiaries must be provided to the market, such as the issuer's corporate purpose, market of operation, geographic diversification, among others.

7.2. Information on the Issuer's Operational Segments
The information requested in letters "a" to "c" of this item must be provided for each of the operational segments that have been disclosed, in the manner of CVM Deliberation No. 582/09, which approved Technical Pronouncement CPC 22, in the last closing financial statements of the fiscal year or, if applicable, in the consolidated financial statements.

7.3. Information on Products and Services Related to the Operational Segments Disclosed in Item 7.2
The information provided in this item must be prepared considering, as provided for in item 7.2, the closing financial statements of the fiscal year or, if applicable, the consolidated financial statements.
With regard to the characteristics of the production process (letter "a"), information necessary for the understanding of the issuer's production process must be provided, in an objective manner, including, for example, information related to: origin and holders of the technology used; comparison between annual production and installed capacity; comparison with productivity indicators characteristic of the activity sector; existence of insurance for machinery, equipment, products, etc.; risks inherent to the production process that may generate paralysis of activities, including time dedicated to maintenance and other relevant aspects for a better understanding of the production process. With regard to the characteristics of the distribution process (letter "b"), the methods of physical distribution of products and services must be informed, including information on the number of agencies, stores, dealers, fleet, etc., and also, if controlled, affiliated, directly or indirectly controlling companies, or companies owned by the controlling shareholder are used in the process. The types of sales channels used must also be informed, such as intermediaries, representatives, own salespeople, etc. With regard to what is requested in letter "c", factors that influence the behavior of the markets in which the company operates must be presented, in an objective manner, such as: tax benefits, monopoly or oligopoly situations; subsidies; level of competition; costs of raw materials and other expenses; dependence on technology and labor; use of concessions and franchises; special legislation.

7.8. Information on Relevant Long-Term Relationships of the Issuer
This item must be used to describe long-term relationships not expressly mentioned in other items of the Reference Form that the issuer deems important for the understanding of the activities it develops or the risks inherent to it, such as: agreements maintained with national or foreign government instances, communities; social responsibility policy, sponsorship and cultural incentive adopted by the issuer, as well as main projects developed in these areas or in which it participates, among others.

ECONOMIC GROUP

8.1. Description of the Economic Group in Which the Isser Is Included
For the purposes of this item, Economic Group is understood as the group of companies in which the issuer is included and which present common control. It includes the direct and indirect controllers of the issuer, as well as subsidiaries and affiliates of the issuer and companies under common control. Thus, the information requested in letters "a" to "e" must be provided with regard to the companies mentioned above, regardless of whether the companies involved constitute a group of companies, by convention, in accordance with article 265 of Law No. 6,404/76. It is emphasized that the alteration of the controlling shareholders of the issuer, directly or indirectly, as well as the carrying out of incorporation, share incorporation, merger, or spin-off operations involving the issuer are two of the hypotheses that determine the update of the Reference Form by issuers registered in Categories A and B, as provided for in items V and VIII of paragraph 3 and items III and IV of paragraph 4 of article 24 of Instruction 480/09. Thus, the existence of alteration of the controlling shareholders of the issuer, directly or indirectly, as well as the carrying out of the restructuring operations mentioned above that come to alter the information contained in this item, will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of occurrence of the event, with the update of the information provided due to item 8.1, as well as any other information provided in the Form that is affected by this event.

8.3. Description of Restructuring Operations Occurred in the Economic Group
In this item, any corporate restructuring operations that have occurred in the economic group, with relevant effects for the issuer, must be described, such as incorporations, mergers, spin-offs, share incorporations, alienations and acquisitions of corporate control, acquisitions and alienations of important assets.

The importance of the alienated or acquired asset must be assessed by the issuer taking into account not only the value of the sale or acquisition, but also the relevance of the asset to the competitive, commercial, or operational strategy of the economic group. The operations already described in relation to item 6.5 may be cited in item 8.3 by reference.

If the issuer does not opt for this procedure, it should be noted that the occurrence of merger, share incorporation, merger, or spin-off involving the issuer is one of the hypotheses that determines the updating of the Reference Form by issuers registered in Categories A and B, as provided for in item VIII of paragraph 3 and item IV of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of these events will result, without prejudice to the provisions of CVM Instruction No. 358/02, in the need to update the Reference Form within 7 (seven) business days counted from the date of the holding at which the operation was approved, with the update of the information provided in relation to item 8.3, as well as any other information provided in the Form that is affected by these events. If the event depends on the approval of a specific regulatory body, the issuer must explicitly state this information in item 8.3 itself.

RELEVANT ASSETS
9.1. Description of non-circulating assets relevant for the development of the issuer's activities
For the purposes of items “vii” and “ix” of letter “c”, the book value of the participations to be reported corresponds to the value recorded in non-circulating assets, i.e., the value resulting from the application of the equity method, in the case of subsidiaries and affiliates, or by acquisition cost, net of provision for possible losses in the realization of its value, when this loss is proven to be permanent, in the case of other participations.

With respect to items “viii” and “x” of letter “c”, for the purpose of calculating the market value of the participation, the closing quotation of the last business day of the fiscal year in which the transaction occurred should be considered. The information should be provided considering the type and class of shares subject to the participation.

DIRECTORS' COMMENTS
This section of the Form aims to have the directors provide investors with their overall view of the issuer's business and the factors underlying the results of its operations and financial situation during the period covered by the financial statements, including with regard to the main trends and factors that may affect the future development of the entity.

Thus, the information provided in response to the requirements of this section, and especially items 10.1 and 10.2, should not be a mere description or repetition of information already presented in other sections of the Reference Form or in the issuer's financial statements. It is the responsibility of the directors to provide additional data and necessary comments so that the investor can understand and evaluate the context in which the information in their financial statements is inserted.

In this sense, directors must ensure that the information provided in this section presents the same quality, scope, and depth as those that would be disclosed by them in a public distribution prospectus of securities.

With respect to items 10.1 and 10.2, we draw attention to the fact that Annex 24 of CVM Instruction No. 480/09 requires a note that, whenever possible, directors should comment in these fields on the main known trends, uncertainties, commitments, or events that may have a relevant effect on the issuer's financial and equity conditions, and especially on its results, revenue, profitability, and on the conditions and availability of financing sources.

Regarding this point, it is emphasized that the above requested information regarding the disclosure of trends should not be confused with the disclosure of projections or estimates, subject to section 11 of the Form, or with the disclosure of the sensitivity analysis schedule provided for in CVM Instruction No. 475/08.

A trend is an inclination already known by management, based on premises and explicitly stated foundations that may influence the development of the issuer's business, regarding prices, costs, market development, among other relevant aspects. The trend does not coincide with a projection because it is not quantified.

If the issuer prepares consolidated financial statements, the information in this Section should be provided based on these statements, and the issuer must clearly identify this fact in the corresponding item of this section.

Regarding item 10.3, which requires directors to comment on the relevant effects that the introduction or alienation of an operating segment, constitution, acquisition or alienation of corporate participation, and events or the performance of unusual operations have caused or are expected to cause on the issuer, it is emphasized that the requested comments should be made regarding events already disclosed by the issuer in the manner of CVM Instruction No. 358/02.

Regarding the expected effect, it is worth noting that here too the requested information should not be confused with the disclosure of projections or estimates, subject to section 11 of the Form. What the Form requires in item 10.3 is the board's analysis regarding the potential impact that the indicated events, already disclosed by the issuer, may produce on the financial statements and the results of the issuer.

The information requested in item 10.6 regarding deficiencies and recommendations indicated by the independent auditor regarding the internal controls adopted by the issuer to ensure the preparation of financial statements should be provided in line with the auditor's report provided for in item II of article 25 of CVM Instruction No. 308/99.

Directors must pay special attention to the information requested in items 10.8 and 10.9, which deal with transactions not evidenced in the issuer's financial statements. In the description of these assets and liabilities, directors must present the information necessary for the investor to understand the operations not reported in the financial statements and assess their potential impact on the issuer's financial situation.

PROJECTIONS
11.1. Disclosure of Projections
The disclosure of projections and estimates by the issuer is optional in accordance with article 20 of CVM Instruction No. 480/09.

If the issuer chooses to disclose projections or estimates, it must, without prejudice to the provisions of CVM Instruction No. 358/02, disclose them in this item of the Reference Form, with the identification, in clear and objective language, of the information required in letters “a” to “d”.

In line with the provisions of items II, III, and IV of paragraph 1 of article 20 of CVM Instruction No. 480/09, it is emphasized that the projections disclosed by the issuer in this item of the Reference Form, and in the manner of CVM Instruction No. 358/02, should be:

(a) identified as hypothetical data that do not constitute a promise of performance; (b) reasonable; and (c) accompanied by relevant premises, parameters, and adopted methodology, and whenever projections and estimates are provided by third parties, the sources must be indicated.

As provided in paragraph 2 of article 20 of CVM Instruction No. 480/09, the projections or estimates disclosed in this item of the Reference Form, and in the manner of CVM Instruction No. 358/02, should be reviewed at intervals adequate to the object of the projection, which in no case may exceed 1 (one) year.

Some issuers adopt the practice of disclosing to the market their expectations of future performance (guidance), both short and long term, mainly with regard to the financial and operational aspects of their business, which certainly involves the preparation of quantitative projections. In this sense, it is alerted that the disclosure of this information also implies, without prejudice to the provisions of CVM Instruction No. 358/02, the need for its disclosure in this item of the Reference Form, with the presentation of the information required in letters “a” to “d”.

It should be noted that changes in projections or estimates or the disclosure of new projections or estimates is one of the hypotheses that determines the updating of the Reference Form by issuers registered in Categories A and B, as provided for in item IX of paragraph 3 and item V of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of any of these events will result, without prejudice to the provisions of CVM Instruction No. 358/02, in the need to update the Reference Form within 7 (seven) business days counted from the date of the change or the disclosure of new projections or estimates, with the update of the information provided in this item, as well as any other information provided in the Form that is affected by these events, including with respect to item 11.2 below.

11.2. Monitoring and alteration of projections disclosed during the last 3 fiscal years
This item requires that the issuer who has disclosed projections in the last 3 fiscal years inform:

(a) which are being replaced by new projections included in the Form and which of them are being repeated; (b) regarding projections relating to periods already elapsed, the comparison of projected data with the actual performance of indicators, clearly indicating the reasons that led to deviations in the projections; (c) regarding projections relating to periods still in progress, whether the projections remain valid on the date of submission of the Form and, if applicable, explain why they were abandoned or replaced.

Thus, the issuer must use this item to provide information relating to:

(a) the revision of projections or estimates disclosed in item 11.1, provided for in paragraph 2 of article 20 of CVM Instruction No. 480/09; (b) the monitoring of projections and estimates disclosed in item 11.1; and (c) the alteration or disclosure of new projections and estimates informed in item 11.1.

With respect to the monitoring of projections or estimates disclosed, it is alerted that CVM Instruction No. 480/09 determines that the issuer must also confront, quarterly, in the appropriate field of the ITR and DFP Forms, the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of article 20).

GENERAL MEETING AND ADMINISTRATION
12.1. Description of the issuer's administrative structure
Regarding the request in letters “c” and “e”, any types of performance evaluation mechanisms for the bodies or committees that make up the issuer's administrative structure, as well as any types of performance evaluation mechanisms for members of the board of directors, committees, and management, must be reported, even if these evaluation mechanisms do not directly influence the determination of remuneration of the components.

Information on evaluation mechanisms that are provided by the issuer in Section 13 of the Form may be cited, by reference, in the information provided in relation to letters “c” and “e” of this item.

12.2. Description of rules, policies, and practices relating to general meetings
In this item, and especially regarding the information requested in letters “a” and “b”, the issuer must inform whether it adopts differentiated practices and policies regarding the procedures established in legislation, describing them.

If the issuer does not adopt any of the procedures provided for in letters “d” to “h” or differentiated policy or practice regarding the calling periods and competencies of the meeting, as well as mechanisms intended to allow the inclusion, in the agenda, of proposals formulated by shareholders, it should only indicate this fact.

In this case, the issuer may include information about the reason why it does not adopt these procedures or about possible projects for the implementation of new practices, stage of development, and estimated time for adoption.

The issuer may also include, for example, information about the minimum requirements provided for in legislation regarding the calling periods and competencies of the meeting, avoiding, however, the mere reproduction of the legal text.

12.3. Dates and newspapers for the publication of information required by Law No. 6.404/76
In this item, the issuer must inform, in table form:

(a) the name of the official body of the Union, State, or Federal District, depending on the location of the issuer's headquarters, and the newspaper of large circulation published in the location where the issuer's headquarters is located, which have been used by the company, in the manner of article 289 of Law No. 6.404/76, for the publication of the information cited in letters “a” to “d” of this item; and (b) date of publication of the information cited in letters “a” to “d” of this item.

The information should refer to the financial statements of the last 3 fiscal years, even if the publications occur in the current fiscal year.

12.4. Description of the issuer's rules, policies, and practices relating to the board of directors
In this item, the issuer must describe the rules, policies, or practices adopted by it regarding the functioning of the board of directors, indicating: (a) frequency of meetings; (b) provisions existing in a shareholders' agreement that establish restriction or linkage to the exercise of voting rights of board members; and (c) rules for the identification and administration of conflicts of interest.

If the issuer does not adopt rules for the identification and administration of conflicts of interest, it should only indicate this fact. In this case, the issuer may include information about the reason why it does not adopt this procedure or about possible projects for the implementation of new practices, stage of development, and estimated time for adoption.

It is emphasized that the execution, alteration, or termination of a shareholders' agreement filed at the issuer's headquarters or from which the controller is a party regarding the exercise of voting rights or control power of the issuer is a hypothesis that determines the updating of the Reference Form by Category A issuers, as provided for in item X of paragraph 3 of article 24 of Instruction 480/09.

Thus, the execution, alteration, or termination of shareholders' agreements that establish restriction or linkage to the exercise of voting rights of board members will result, without prejudice to the provisions of CVM Instruction No. 358/02, in the need to update the Reference Form within 7 (seven) business days of its filing at the issuer's headquarters, with the update of the information provided in relation to letter “b” of this item, as well as any other information provided in the Form that is affected by these events.

12.6. Identification of administrators and members of the fiscal council
In this item, the issuer must identify, in table form, the members of the board of directors, statutory management, and fiscal council, with the presentation of the data required in letters “a” to “j”.

It should be noted that Instruction 480/09 included, in item I of paragraph 3 and item I of paragraph 4 of article 24, as a hypothesis that determines the updating of the Reference Form, the change:

(a) of administrator or member of the issuer's fiscal council, for issuers registered in Category A; and (b) of administrator, for issuers registered in Category B.

Thus, the occurrence of these events will result in the need to update the Reference Form within 7 (seven) business days of the date of election, with the update of the information about the administrators or members of the fiscal council provided by Category A issuers in response to items 12.6, 12.8, 12.9, and 12.10 and by Category B issuers in response to items 12.9 and 12.10, as well as any other information provided in the Form that is affected by these events. If the event depends on the approval of a specific regulatory body, the issuer must explicitly state this information in the updated item itself.

12.7. Identification of members of statutory committees and of audit, risk, financial, and remuneration committees
In this item, the issuer must indicate, in table form, the same information required in letters “a” to “j” of item 12.6, regarding:

(a) members of audit, risk, financial, and remuneration committees, or similar organizational structures, created by statutory provision; (b) members of audit, risk, financial, and remuneration committees, or organizational structures, in cases where these, even if not statutory, participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors; (c) members of the other committees provided for in the Issuer's Bylaws.

12.8. Information on administrators and members of the fiscal council
In response to letter “b” of this item, the following information must be provided regarding administrators and members of the issuer's fiscal council, regarding the following events that have occurred during the last 5 years:

(a) any criminal conviction, indicating the stage at which the process is; (b) any conviction in a CVM administrative process and the penalties applied, indicating whether the corresponding process is under appeal in the Financial System Resources Council;

(c) any final conviction, in the judicial or administrative sphere, that has suspended or disqualified him from practicing any professional or commercial activity.

ADMINISTRATORS' REMUNERATION
13.1. Description of the remuneration policy or practice of the board of directors, statutory and non-statutory management, fiscal council, statutory committees, and audit, risk, financial, and remuneration committees
In this item, the issuer must describe, in a clear and objective manner, the remuneration policy or practice adopted by it for the members:

(a) of the board of directors, statutory and non-statutory management, and fiscal council; (b) of audit, risk, financial, and remuneration committees, or similar organizational structures, created by statutory provision; (c) of audit, risk, financial, and remuneration committees, or similar organizational structures, even if not statutory, if such committees or structures participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors; and (d) of the other committees provided for in the Issuer's Bylaws.

The qualitative description of the remuneration policy or practice should include, at a minimum, the information required in letters “a” to “g” of this item, and the issuer may provide additional information deemed relevant for better understanding by investors, such as changes implemented in relation to policies or practices adopted in previous fiscal years.

To facilitate understanding by investors, it is recommended that, whenever there are significant variations between remuneration practices and policies among the different bodies, the information requested in this item be presented by body.

With respect to item “i” of letter “b”, “elements of remuneration” are understood as the remuneration portions described in letter “c” of item 13.2.

13.2. Remuneration of the board of directors, statutory management, and fiscal council
In this item, the issuer must provide, in table form, by body, quantitative data on the annual remuneration attributed to the board of directors, statutory management, and fiscal council, segregated between their different fixed and variable components, according to the content specified in letters “a” to “e” of this item.

The information should refer not only to the remuneration recognized in the issuer's results of the last three fiscal years, but also to that projected for the current fiscal year, discriminating the portions of remuneration described in letter “c”.

Direct or indirect benefits are understood as the right to private pension plans, medical, dental, life, automobile insurance, etc.

Post-employment benefits were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600.

The values of share-based remuneration should be reported in line with the definition of share-based remuneration, paid in shares or money, contained in CVM Deliberation No. 562/08, which approved Technical Pronouncement CPC 10.

The number of members of each body (letter “b”) should correspond to the annual average of the number of members of each body calculated monthly, with two decimal places. For example: in a company whose monthly distribution of the number of members of a certain body is that described in the table below, the number of members should be calculated as specified below:

Month No. members
January 7
February 7
March 7
April 7
May 6
June 6
July 7
August 7
September 5
October 5
November 5
December 5
Total 74
No. of members (item 13.2 “b”) = 74/12 months = 6.17 members

The issuer must clearly state in a note in item 13.2 itself that the number of members of each body (letter “b”) was calculated as specified above.

To avoid duplication, remuneration values should be calculated by body.

In cases where the same administrator holds a position in statutory management and in the board of directors, the remuneration received by him as a member of the board of directors should not be computed for the purpose of calculating the remuneration of the management and vice versa.

The value, by body, of remuneration (letter “d”) corresponds to the total annual remuneration value of each of the bodies, i.e., the sum of all portions included in letter “c” that have been attributed to the members of the body in the fiscal year.

The total value of remuneration of the board of directors, statutory management, and fiscal council (letter “e”) corresponds to the sum of the total remunerations of the three bodies indicated in letter “d”.

Information on the current fiscal year should be presented considering the number of members and the annual remuneration projected by the issuer.

It is emphasized that CVM Instruction No. 480/09, in its Article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.3. Variable remuneration of the Board of Directors, the Statutory Management, and the Fiscal Council

In this item, the issuer must provide, in table format, by body, additional information regarding the values reported in the table provided for in item 13.2 concerning bonuses and profit-sharing attributed by it to members of the Board of Directors, Statutory Management, and Fiscal Council.

The information required in letters “a” through “d” must be provided not only regarding the variable remuneration of the last 3 fiscal years but also regarding that planned for the current fiscal year.

To avoid duplication, the annual values of the remuneration must be calculated by body. In cases where the same administrator holds a position in both the Statutory Management and the Board of Directors, the remuneration received by him in his capacity as a member of the Board of Directors shall not be computed for the purpose of calculating the remuneration of the Management, and vice versa.

The number of members of each body (letter “b”) must correspond to the number of directors and councilors to whom variable remuneration recognized in the issuer's results was attributed during the fiscal year.

The table required in this item must be consistent with the values reported in table 13.2, comprising all components related to bonuses and profit-sharing recognized in the issuer's results.

Information regarding the current fiscal year must be presented considering the number of members and the annual variable remuneration planned by the issuer.

It is emphasized that CVM Instruction No. 480/09, in its Article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.5. Information, by body, regarding holdings of securities by members of the Board of Directors, Statutory Management, and Fiscal Council.

In this item, the issuer must report, in consolidated form, by body, the total quantity of the following securities held by members of the Board of Directors, Statutory Management, or Fiscal Council at the end of the last fiscal year:

(a) shares or quotas directly or indirectly held, in Brazil or abroad, issued by the issuer, its direct or indirect controllers, controlled companies, or companies under common control; and

(b) other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controllers, controlled companies, or companies under common control.

13.6. Stock-based remuneration of the Board of Directors and Statutory Management

In this item, the issuer must present, in table format, quantitative information regarding stock-based remuneration recognized in the issuer's results for the last 3 fiscal years and that planned for the current fiscal year, of the Board of Directors and Statutory Management, according to the content specified in letters “a” through “e” of this item.

The number of members of each body (letter “b”) must correspond to the number of directors and councilors to whom stock-based remuneration recognized in the issuer's results was attributed during the fiscal year.

Regarding all data resulting from evaluations or calculations made by the administration, such as in the case of the information requested in items “c.vi”, “d”, and “e”, the issuer must report in item 13.9 the data, models, and assumptions used.

The above guidance also applies to items 13.7 and 13.8.

It is emphasized that CVM Instruction No. 480/09, in its Article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.9. Information necessary for the understanding of the data disclosed in items 13.6 to 13.8.

In this item, the issuer must ensure that the information provided is sufficient to allow moderately informed investors to understand the information provided in items 13.6 to 13.8.

13.11. Value of the highest, lowest, and average value of individual remuneration of the Board of Directors, Statutory Management, and Fiscal Council.

In this item, the issuer must report, in table format, by body, the value of the highest, lowest, and average value of individual annual remuneration of the Board of Directors, Statutory Management, and Fiscal Council, regarding the last three fiscal years.

The information provided must be consistent with the values indicated in the table provided for in item 13.2, comprising all components of the remuneration included therein.

To avoid duplication, the reported values must be calculated by body. In cases where the same administrator holds a position in both the Statutory Management and the Board of Directors, the remuneration received by him in his capacity as a member of the Board of Directors shall not be computed for the purpose of calculating the remuneration of the Management, and vice versa.

The number of members of each body must correspond to the number of members of the respective body reported in letter “b” of item 13.2.

The average annual remuneration of each body must correspond to the division of the total annual remuneration value of each body (letter “d” of item 13.2) by the number of members reported for the respective body (letter “b” of item 13.2).

The value of the lowest individual annual remuneration of each body must be calculated excluding all members of the respective body who held the position for less than 12 months. If it is necessary to adopt this procedure, the issuer must clearly state in a note within item 13.11 itself that the value was calculated excluding members of the body. If all members held the position for less than 12 months, the value of the lowest individual annual remuneration must be calculated considering the remuneration actually recognized in the results of the fiscal year.

The value of the highest individual annual remuneration of each body must be calculated without any exclusions, considering all remuneration recognized in the results. The issuer must also report, in a note within item 13.11 itself, the number of months in which the respective member exercised their functions in the entity.

It is emphasized that CVM Instruction No. 480/09, in its Article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.12. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators.

The information provided in this item must allow the investor a complete understanding of the logic of the remuneration and indemnification mechanisms for administrators, if removed from their positions or retired.

13.13. Percentage of the total remuneration of each body attributed to members of the Board of Directors, Statutory Management, or Fiscal Council who are related parties to the issuer's controllers.

In this item, the issuer must report the percentage participation in the total annual remuneration of each body (reported in letter “d” of item 13.2) held by members of the Board of Directors, Statutory Management, and Fiscal Council who are related parties to the direct and indirect controllers of the issuer.

The information must be provided regarding the last 3 fiscal years and must be calculated considering the concept of related party contained in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05.

It is emphasized that CVM Instruction No. 480/09, in its Article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.14. Remuneration of members of the Board of Directors, Statutory Management, or Fiscal Council received for any reason other than the function they hold.

In this item, the issuer must report in consolidated form, by body, the annual values recognized in its results as remuneration of members of the Board of Directors, Statutory Management, and Fiscal Council that were received for any reason other than the function held, such as commissions and consulting or advisory services provided.

The information must be provided regarding the last 3 fiscal years.

It is emphasized that CVM Instruction No. 480/09, in its Article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.15. Remuneration of members of the Board of Directors, Statutory Management, or Fiscal Council recognized in the results of the issuer's controllers, companies under common control, and controlled companies.

In this item, any remuneration received by members of the Board of Directors, Statutory Management, and Fiscal Council of the issuer that has been recognized in the results must be reported, in consolidated form, by body:

(a) of the direct or indirect controllers of the issuer; (b) of companies under common control; or (c) of controlled companies of the issuer.

The information must be provided on an annual basis, regarding the last 3 fiscal years.

In the calculation, remuneration received under any title, in Brazil or abroad, must be included, and it must be specified under what title the reported values were attributed to members of the Board of Directors, Statutory Management, or Fiscal Council, as well as which company bore the remuneration.

HUMAN RESOURCES

14.1. Information regarding the issuer's human resources

Regarding this item, we clarify that the information regarding the turnover index (letter “c”) must refer only to the issuer's employees.

With respect to the issuer's exposure to labor liabilities and contingencies (letter “d”), the issuer may refer to information that may have been provided on the subject in items 4.3 to 4.7 of the Form.

14.3. Description of the remuneration policy for the issuer's employees

In the description of the characteristics of the stock-based remuneration plans for non-administrator employees, the issuer may refer to information possibly provided on the subject in item 13.4 of the Form, provided that all information required in letters “a” through “c” of this item is provided there, in a clearly identifiable manner.

CONTROL

15.1. Identification of controlling shareholder or group of controlling shareholders

In this item, the issuer must provide updated information regarding the identification and participation held by the controlling shareholder or group of controlling shareholders of the issuer, down to the natural person, in line with the information required in letters “a” through “i”.

All participations held, directly or indirectly, by a shareholder or group of controlling shareholders in the issuer's share capital must be reported.

If the shareholder or participant in the group of controlling shareholders is a legal entity, a list containing the information referred to in letters “a” through “d” of this item must be prepared, identifying its direct and indirect controllers, down to controllers who are natural persons, regardless of any confidential treatment given to the information by virtue of a legal transaction or by the legislation of the country in which the partner or controller is incorporated or domiciled.

It is emphasized that, unlike the system adopted in the Annual Information Form (IAN), the information required in letter “h” must be provided even if the legal entity shareholder is a publicly-held company.

In line with the decision issued by the CVM Collegiate Body, on 18.03.2008, during the reform of CVM Deliberation No. 525/07, we remind you that:

(a) there are cases where shareholders do not have shareholders to be identified, such as mixed-economy companies (whose controller is the Union, the State, or the Municipality, which in turn do not have shareholders), multilateral organizations (whose controllers would be their respective sponsoring countries), and pension funds and endowments (which have participants and not shareholders); and

(b) an investment fund or similar vehicle must identify, when it is required to report down to the level of natural person, the quota holder who controls it, if any, using the same criterion that, if it were a publicly-held company, would be sufficient to consider the participation as that of a controlling shareholder.

The participations reported in letters “e” and “f” must be calculated considering the total number of shares issued, including shares potentially existing in treasury.

As the date of the last change (letter “i”), the base date of the last information provided in this item must be reported.

It is emphasized that changes in the issuer's controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer are among the hypotheses that determine the update of the Reference Form by issuers registered in Categories A and B, as provided for in item V of paragraph 3 and item III of paragraph 4 of Article 24 of Instruction 480/09.

Thus, the occurrence of any of these events will result in the need to update the Reference Form within 7 (seven) business days counted from the date the issuer becomes aware, with the update of the information provided based on item 15.1, as well as any other information provided in the Form that is affected by these events.

It is further emphasized that whenever item 15.1 is updated, items 15.3 “d” and 19.2 must also be updated.

15.2. 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.

In this item, the issuer must provide information regarding the identification of shareholders, or groups of shareholders acting in concert or representing the same interest, whose total participation, direct or indirect, is equal to or greater than 5% of the same class or species of shares, that are not listed in item 15.1, in line with the information required in letters “a” through “g”.

All participations held in species or classes of shares must be reported in compliance with letter “d”, even if the percentage held of one of the species or classes is less than 5% of the shares.

If there is indirect participation in the total participation, this participation must also be reported.

If the relevant participation is held jointly by different investment funds or portfolios managed by the same institution, it is admitted that the identification of the funds or portfolios be replaced by the indication of the name of the administrator, with the presentation of the total participation held by the funds/portfolios managed by him. In this case, the issuer must make it clear that the indicated participation is held by different investment funds or portfolios managed.

It is worth noting that the Reference Form is a periodic obligation provided for in Article 24 of CVM Instruction No. 480/09 and must be presented updated annually within 5 (five) months counted from the date of closure of the fiscal year.

Thus, in the annual presentation of the Reference Form, the issuer must consult its list of shareholders and insert into the Form the data regarding shareholders who hold 5% or more of the same class or species of shares, regardless of the receipt of the communications provided for in Article 12 of CVM Instruction No. 358/02.

It is emphasized that Instruction 480/09 provides, in items VI and VII of paragraph 3 of Article 24, that the Reference Form must be updated by issuers registered in Category A:

(a) when any natural or legal person, or group of persons representing the same interest, attains participation, direct or indirect, equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change;

(b) when there is a variation in the shareholding position of the aforementioned persons greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change.

Thus, the receipt by the issuer of the communication provided for in Article 12 of CVM Instruction No. 358/02 will result in the need to update the Reference Form within 7 (seven) business days counted from the receipt of the communication,

with the update of the information provided based on item 15.2, as well as any other information provided in the Form that is affected by this event.

It is further emphasized that whenever item 15.2 is updated, items 15.3 “d” and 19.2 must also be updated.

15.3. Distribution of capital.

In this item, the issuer must describe, in table format, the distribution of its share capital, as calculated in the last shareholders' meeting.

In letters “a”, “b”, and “c”, the quantities of individual and legal entity shareholders of the issuer and the approximate quantity of institutional investors must be reported, without excluding shareholders who have been reported in items 15.1 and 15.2 as controlling shareholders or holders of 5% or more of the ordinary or preferred shares.

Regarding the information on the number of shares in circulation, by class and species (letter “d”), it is worth remembering that Article 62 of CVM Instruction No. 480/09 defines, as shares in circulation, all shares of the issuer, excluding those owned by the controller, persons linked to him, the issuer's administrators, and shares held in treasury.

As provided in paragraph 1 of this same article of the Instruction, a linked person is understood to be a natural or legal person, fund, or universality of rights, that acts representing the same interest of the person or entity to which it is linked.

It is worth remembering that whenever items 15.1 or 15.2 are updated, item 15.3 “d” must also be updated.

15.4. Organizational chart of the issuer's shareholders.

The organizational chart requested in item 15.4 is information of a voluntary nature. Its objective is to facilitate the visualization of the information presented in items 15.1 and 15.2 regarding the issuer's control structure and share distribution.

For this reason, it must be compatible with the information provided in those items, but does not need to be at the same level of detail.

It is worth noting that, if the issuer chooses to present the organizational chart, there will be a need to update it whenever the information regarding items 15.1 and 15.2 is updated.

15.5. Information regarding shareholder agreements that regulate the exercise of voting rights or the transfer of shares issued by the issuer.

In this item, the issuer must describe any shareholder agreement filed at the issuer's headquarters or to which the controller is a party, regulating the exercise of voting rights or the transfer of shares issued by the issuer, with the presentation of the information required in letters “a” through “g” of this item.

It is worth remembering that the execution, alteration, or termination of a shareholder agreement filed at the issuer's headquarters or to which the controller is a party regarding the exercise of voting rights or control power of the issuer is a hypothesis that determines the update of the Reference Form by Category A issuers, as provided for in item X of paragraph 3 of Article 24 of Instruction 480/09.

Thus, the occurrence of any of these events, which affects the information provided in item 15.5, will result, without prejudice to the provisions of CVM Instruction No. 358/02, in the need to update the Reference Form within 7 (seven) business days counted from the date of its filing at the issuer's headquarters, with the update of the information provided in item 15.5, as well as any other information provided in the Form that is affected by these events.

15.6. Information regarding relevant changes in the participations of members of the control group and administrators of the issuer.

In this item, relevant changes (acquisitions or alienations), as defined in Article 12 of CVM Instruction No. 358/02, occurring in the last 3 fiscal years in the participations of members of the control group and administrators must be reported.

TRANSACTIONS WITH RELATED PARTIES

For the provision of the information requested in the items of this Section, the concept of related party contained in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05, must be considered.

If the issuer does not adopt rules, policies, or practices regarding the execution of transactions with related parties (item 16.1), it must explicitly state this fact.

In this case, the issuer may also report the reason why it does not adopt these procedures or regarding possible projects for the implementation of new practices, stage of development, and estimated time for adoption.

Regarding the provisions of item 16.3, the issuer must clearly and objectively identify the measures adopted to avoid conflicts of interest, as well as provide all information necessary to demonstrate that the operations were carried out based on strictly commutative conditions or with adequate compensatory payment similar to those that could be established in transactions with unrelated parties, reporting, among other things, terms and conditions applied in the operation and the existence of any guarantees.

SHARE CAPITAL

The information requested in the items of this section must be provided even if the homologation by a specific regulatory body is pending, and the issuer must explicitly state this information in the item of this section to which the information refers.

Regarding this section of the Form, it is worth noting that Instruction 480/09 provides, in items II and III of paragraph 3 and item II of paragraph 4 of Article 24, that the Reference Form must be updated:

(a) when there is a change in share capital or the issuance of new securities, even if privately subscribed, in the case of issuers registered in Category A; (b) when there is the issuance of new securities, even if privately subscribed, in the case of issuers registered in Category B.
Thus, the occurrence of any of these events will require the update of the Reference Form within 7 (seven) business days counted from the respective date of alteration or issuance, with the update of the information affected by these events provided by issuers registered in Category A in items 17.1, 17.2, 17.3 and 17.4 and by Category B issuers in item 17.1, as well as any other information provided in the Form that is affected by this event.

SECURITIES
18.1. Description of the rights of each class and species of issued shares
In this item, the issuer must describe the rights of each class or species of shares issued by it, presenting the information required in letters “a” to “i” of this item.
The information requested in this item must be described considering the rights and rules provided in the issuer's Bylaws.
It should be noted that changes in the rights and advantages of the issued securities are a circumstance that determines the update of the Reference Form by Category A issuers, as provided for in item IV of paragraph 3 of article 24 of Instruction 480/09.
Thus, the occurrence of this event will require the update of the Reference Form within 7 (seven) business days counted from the date the alteration becomes effective, with the update of the information provided in response to items 18.1, 18.2 and 18.3, as well as any other information provided in the Form that is affected by these events.

18.5. Description of other securities
In this item, the issuer must describe other securities issued by it that are not shares, presenting the information required in letters “a” to “j” of this item.
The information requested in this item must be described considering the rights provided in the respective legal documents for each security commented on.
It should be noted that the issuance of new securities, even if privately subscribed, is a circumstance that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item III of paragraph 3 and item II of paragraph 4 of article 24 of Instruction 480/09. Thus, the occurrence of this event will require the update of the Reference Form within 7 (seven) business days counted from the date of issuance, with the update of the information provided in item 18.5, as well as any other information provided in the Form that is affected by this event.

BUYBACK PLANS AND TREASURY SECURITIES
19.1. Information on the issuer's share buyback plans
In this item, the issuer must provide information on its share buyback plans.
The percentage provided for in letter “ii” of letter “b” must be calculated by dividing the quantity informed in letter “i” of letter “b” by the total number of shares in circulation after the purchase of the number of shares provided for in the buyback plan.
Regarding the reserves and profits available for the buyback operation (letter “iv” of letter “b”), the issuer must also indicate the reference date for the information.
With respect to what was requested in letter “v” of letter “b”, other important information must be disclosed, such as the objective of the program and the name and address of the financial institutions that acted as intermediaries.
Regarding the quantity of shares acquired (letter “vi” of letter “b”), updated information must be presented up to the date of delivery of the Reference Form.
The percentage of shares acquired in relation to the total approved (letter “viii” of letter “b”) must correspond to the division between the value informed in letters “vi” and “i” of letter “b”.

19.2. Movement of securities held in treasury
In this item, the issuer must inform, in table form, about the movement of securities held in treasury, segregating by type, class and species and presenting information regarding quantity, total value and weighted average price.
It should be clarified that the initial balance of securities held in treasury (letter “a”) must correspond to the final balance verified on the last day of the previous fiscal year.
It should be noted that whenever items 15.1 or 15.2 are updated, item 19.2 must also be updated.

19.3. Securities held in treasury on the date of closing of the last fiscal year
In this item, the issuer must provide, in table form, regarding the securities held in treasury on the date of closing of the last fiscal year, the information requested in letters “a” to “d”.
The required information must be provided by acquisition date, in view of the provision in letter “c”.

19.4. Provide other information that the issuer deems relevant
This item should be used to present other information not requested in this section of the Reference Form, which the issuer considers important to support the investment decision. For example, it should be informed whether the issuer uses financial instruments with objectives other than asset protection (hedge), involving the evolution of the quotes of the shares it has issued, including with regard to operations associated with instruments such as “Total Return Equity Swap”, or similar operations. The information provided must include the objectives of the operations and the associated risks for the issuer or its shareholders.

SECURITIES TRADING POLICY
The securities trading policy, provided for in article 15 of CVM Instruction No. 358/02 (as amended by CVM Instruction No. 449/07), is optional.
Thus, if the issuer has approved, by resolution of the board of directors, a trading policy, in accordance with article 15 of CVM Instruction No. 358/02, the information required in letters “a” to “d” of item 20.1 must be provided.
The above information must also include the rules applicable to transactions carried out by the issuer with its own issued shares.
If the issuer has not adopted a trading policy, it must expressly state this fact. In this case, the issuer may also inform the reason why it does not adopt this procedure or about any projects for implementing new practices, stage of development and estimated time for adoption.
It is emphasized that the information provided in this item does not exempt the issuer from sending the Trading Policy to CVM, as provided for in item XI of article 30 of CVM Instruction No. 480/09.
INFORMATION DISCLOSURE POLICY
The policy for disclosing material acts or facts is a mandatory document, provided for in article 16 of CVM Instruction No. 358/02.
The Form must inform not only the main characteristics of the disclosure policy adopted by the issuer, indicating the procedures provided for therein regarding the maintenance of confidentiality about undisclosed material information (in item 21.1), but also the internal mechanisms established for its implementation, describing them in items 21.2 and 21.3. It is emphasized that the information provided in this section does not exempt the issuer from sending to CVM any updates eventually made to the Issuer's Information Disclosure Policy, as provided for in item XII of article 30 and item VII of article 31 of CVM Instruction No. 480/09.
EXTRAORDINARY TRANSACTIONS
Information must be provided in items 22.1, 22.2 and 22.3, regarding the last 3 fiscal years, on:
(a) the acquisition or alienation of any relevant asset that does not fit as a normal operation in the issuer's business, including a description of the conditions under which the transaction was carried out and the reasons for the acquisition and alienation. The information already described in items 6.5 and 8.3 may be cited here by reference; (b) significant changes in the way the issuer's business is conducted, including information on the motivating facts and derived reflections on the issuer's business; (c) relevant contracts entered into by the issuer and its controlled companies not directly related to their operational activities.

Sincerely,

ELIZABETH LOPEZ RIOS MACHADO
Superintendent of Corporate Relations

Circular Letter CVM/SEP 03/2010

Lineage: In force