CIRCULAR LETTER/CVM/SEP/N° 03/2012

Rio de Janeiro, May 9, 2012.

SUBJECT: General guidelines on the preparation of the Reference Form

Dear Director of Investor Relations,

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

This Circular Letter consolidates the guidelines previously issued regarding the preparation and submission of the Reference Form, a document provided for in CVM Instruction No. 480/09, which was conceived to be one of the issuer's main periodic documents, bringing together relevant information for the understanding and evaluation of the company and the securities it has issued, such as activities carried out, risk factors, information about administrators and their remuneration, capital structure, financial data, administrators' comments on such data, securities issued, and transactions with related parties.

Given that it brings together comprehensive information originating from different areas or from other documents prepared by the company, the Reference Form requires administrators to exercise special care to ensure that the information disclosed therein is not only true, complete, and consistent, but also useful for its users.

In supervision, SEP has observed that many of the improvement requirements issued by the technical area stem from failures occurring in the review process of the Reference Form before its submission and disclosure to the market. Similarly, SEP observed the inclusion in the document of information that, without improving the quality and completeness of the form, affects its length.

In this sense, we guide issuers regarding the unnecessary inclusion in the document of information that is not important to ensure that the document is a true, accurate, and complete portrait of its economic-financial situation and the risks inherent to its activities and the securities it has issued, such as repetitions of legal texts, explanatory notes, and parts of other documents.

We remind you that Directors and, in particular, the Chief Executive Officer and the Director of Investor Relations, who are the final responsible parties for the content of the information provided in the Form, must ensure that the company structures an adequate internal process for the preparation and review of the document before its submission and disclosure to the market.

In this sense, we recommend reading Pronouncement No. 09 of the Committee for Guidance on Market Information Disclosure (CODIM), "Preparatory Instructions for the Reference Form" (www.codim.org.br).

It is emphasized, finally, that this Circular Letter does not treat exhaustively all fields of the Reference Form, thus not dispensing with the 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, especially that which may be issued after the present date.

Index

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

SUBMISSION AND UPDATE OF THE REFERENCE FORM
1.1. Annual submission of the Reference Form
1.2. Update of the Reference Form
1.3. Resubmission of the Reference Form due to registration of public distribution
GUIDELINES APPLICABLE TO THE ENTIRE FORM
2.1. General rules on the preparation and disclosure of information
2.2. Field "other information deemed relevant"
2.3. Scope and content of information provided
2.4. Information not applicable

SECTION B. GUIDELINES FOR THE PREPARATION OF THE REFERENCE FORM

AUDITORS
2.1. Information about independent auditors
2.2. Remuneration of independent auditors
2.3. Other information deemed relevant
SELECTED FINANCIAL INFORMATION
3.1. Selected financial information
3.2. Non-accounting measurements
3.3. Events subsequent to the last financial statements closing the social year
3.4. Description of the policy for the allocation of results of the last 3 social years
3.5. Dividend distributions and profit retentions occurring in the last 3 social years
3.7. Issuer's level of 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, controllers or former controllers, 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 which have not been disclosed in items 4.3 and 4.4
4.6. Description of repetitive or connected judicial, administrative, or arbitral proceedings, which are not confidential and which are relevant collectively, in which the issuer or its controlled companies are parties
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 petitions, provided they are 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 carried out by the issuer and its controlled companies
7.2. Information about the issuer's operational segments
7.3. Information about products and services related to the operational segments disclosed in item 7.2
7.8. Information about the issuer's relevant long-term relationships
ECONOMIC GROUP
8.1. Description of the Economic Group in which the issuer is included
8.2. Organizational chart of the economic group
8.3. Description of restructuring operations that occurred in the group
RELEVANT ASSETS
9.1. Description of non-current assets relevant for the development of the issuer's activities
DIRECTORS' COMMENTS
10.1. and 10.2. Financial and equity conditions and Result of operations
10.3. Events with relevant effects, occurred and expected, in the financial statements
10.4. Significant changes in accounting practices and Reservations and emphases present in the auditor's report
10.5. Critical accounting policies
10.6. Internal controls related to the preparation of financial statements: degree of efficiency and deficiency and recommendations present in the auditor's report
PROJECTIONS
11.1. Disclosure of Projection
11.2. Monitoring and alteration of projections disclosed during the last 3 social years
GENERAL ASSEMBLY AND ADMINISTRATION
12.1. Description of the issuer's administrative structure
12.2. Description of rules, policies, and practices related to 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 related to 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
12.11. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators
12.12. Other information deemed relevant
ADMINISTRATORS' REMUNERATION
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 holdings 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
13.7. Open options of the board of directors and statutory management at the end of the last social year
13.8. Exercised options and shares delivered related to 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
13.10. Pension plans in force granted to members of the board of directors and statutory directors
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 issuer's controllers
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 issuer's controllers, companies under common control, and controlled companies of the issuer
13.16. Other information deemed relevant
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 that regulate 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 control 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
18.2. Description of statutory rules that limit the voting rights of significant shareholders or that require the realization of a public offer
18.5. Description of other securities
18.10. Other information deemed relevant
SHARE REPURCHASE PLANS AND TREASURY SECURITIES
19.1. Information about share repurchase 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 social 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

1. SUBMISSION, RESUBMISSION, AND UPDATE OF THE REFERENCE FORM

1.1. Annual submission of the Reference Form

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

The annual presentation of the reference form should occur, preferably, after the holding of the General Shareholders' Meeting (AGO) and must always include the information contained in the previous year's financial statements that are discussed and voted on in that assembly. With this procedure, it will already be possible to include in the document, for example, information about any election and remuneration of administrators, as well as about the dates and newspapers of publication required in item 12.3.

Before the holding of the AGO, if any of the events that, under CVM Instruction No. 480/09, impose the update of the document occur, the issuer must resubmit the Reference Form of the previous year.

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

In the annual submission of the Reference Form, the "Reference Date of the FRE" should be indicated as the end date of the social year to which the Form to be submitted refers.

1.2. Update of the Reference Form

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

In the update of a Reference Form already submitted, issuers must indicate as "Reference Date of the FRE" the end date of the same social year to which the Form to be updated refers. The sections and items altered must also be indicated in the "Reason for Resubmission" field, with the inclusion, whenever possible, of a brief description of the reason for the alteration.

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

It is worth alerting, finally, 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.

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

CVM Instruction No. 480/09 provides in paragraph 2 of Article 24 that, in case of 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 CVM.

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

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

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

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

2. GUIDELINES APPLICABLE TO THE ENTIRE FORM

2.1. General rules on the preparation and disclosure of information

CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and 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 it has issued (Article 17); (d) whenever the information disclosed by the issuer is valid for a determinable period, such period must be indicated (Article 18); (e) factual information must be differentiated from interpretations, opinions, projections, and estimates (caput of Article 19); (f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of Article 19).

The Empresas.Net system incorporates both structured fields and free text fields for the presentation of the information required in the Reference Form.

In order to ensure better understanding and comparability by investors, it is alerted that whenever the required information is provided in free text fields, the issuer must, nevertheless, organize and present the information according to the structure and organization provided for in Annex 24 of CVM Instruction No. 480/09.

Whenever the presentation of a table is required, the information must be provided in this form (as, for example, in items 4.3, 13.3, 13.6, and 13.7).

2.2. Field "other information deemed relevant"

Annex 24 provides in several sections of the Form open fields for the presentation of "other information deemed relevant." The objective of these fields is to allow the issuer to provide other information not requested in the Reference Form, deemed important to support the investment decision or to ensure the correct understanding, by investors, of the information provided in the Form regarding its economic-financial situation, its business, and the risks inherent to its activities and the securities it has issued.

2.3. Scope and content of information provided

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 of the preparation, update, and resubmission of the Form.

In this sense, we alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1, and 10.2 must refer to the last 3 financial statements closing the social year. When of the presentation of the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 financial statements closing the social 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.

We also alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.7, 3.8, 7.4, 7.6, 9.1, and 10.8 must refer to the last financial statements closing the social year. When of the presentation of 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 social 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 further emphasized 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, 19.1, 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 the current fiscal year.

Finally, we advise issuers that it is unnecessary to include in the Reference Form information that is not important to ensure that the document is a true, accurate and complete portrait of its economic-financial situation and the risks inherent in its activities and the securities issued, such as repetitions of legal texts, explanatory notes and parts of other documents.

2.4. Non-applicable information

If information requested in the Reference Form is not applicable to the issuer due to its characteristics, the issuer must explicitly state this fact in the Form and include a justification, explaining the reason why the requested information is not applicable to it.

Regarding the free text fields of the Empresas.Net system, if the information is not applicable, the issuer must indicate in the field itself the reasons justifying the non-presentation of the required information.

For example, if the issuer has not carried out a public distribution offer of securities in the last 3 fiscal years, it must inform in items 10.7.a, 10.7.b and 10.7.c that these are not applicable, given that the issuer did not carry out a public distribution offer of securities in the last 3 fiscal years.

It should be noted that the mere declaration that the information is “not applicable” does not meet this purpose.

In the case of the structured fields of the Empresas.Net system 3.5, 3.7, 3.8, 8.3, 9.1.a, 9.1.b, 9.1.c, 12.3, 12.7, 12.9, 12.10, 13.2, 13.11, 16.2, 17.2, 17.3, 17.4, 18.4, 18.5, 19.1, 19.2, 19.3 and 20.1, if the information is not applicable, the issuer must, instead of filling them out, disclose the reasons for the non-presentation of the required information, through the “Justify” icon.

SECTION B. GUIDELINES ON FILLING OUT THE REFERENCE FORM

AUDITORS

2.1. Information about independent auditors

In this item, historical information must be presented to identify the auditors who worked with the company in the last 3 fiscal years, as well as the services they provided to the issuer.

In line with the provisions of article 2 of CVM Instruction No. 381/03 and item 2.2 of the Reference Form, which requires the separate disclosure of expenses incurred with audit services and with any other services provided by the independent auditor, in the description of contracted services (letter “d”) it must be informed not only the services related to independent audit, but also any other services that are not external audit that are provided to the issuer by the independent auditor or by parties related to the independent auditor, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1).

The eventual replacement of the auditor (letter “e”) must be informed even when the change occurred due to auditor rotation provided for in article 31 of CVM Instruction No. 308/99. In this case, as in other cases of change, the issuer's justification for the replacement of the auditor (sub-item “i” of letter “e”) must contain the same content as the communication required in the caput of article 28 of CVM Instruction No. 308/99.

If the auditor did not agree with the justification for its replacement, the information provided in response to sub-item “ii” of letter “e” must reproduce any reasons presented by the auditor, in accordance with the communication provided for in paragraph 2 of article 28 of CVM Instruction No. 308/99.

It is emphasized that the information regarding “End of service contract”, required in table 2.1 of the Empresas.Net System, should not be included when the service provision is still in progress. This information should only be included when the relationship between the issuer and the independent auditor ends.

The issuer that did not have an auditor in the period covered by table 2.1/2 must present, in table 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form.

2.2. Remuneration of independent auditors

The information about the total amount of remuneration of independent auditors must be provided only with respect to the last fiscal year.

In addition to the total remuneration amount, it must be informed how this amount is segregated between:
(a) fees related to external audit services; and (b) fees related to any other services provided, regardless of whether these services represented less than 5% (five percent) of the remuneration for external audit services, given that, unlike CVM Instruction No. 381/03, item 2.2 of Annex 24 of CVM Instruction No. 480/09 does not make any reservation regarding the amount of the fee from which the information must be provided.

In both cases of external audit services and other services provided, the issuer must indicate, in a segregated manner, the values paid as title for each of the services that have been informed in letter “d” of item 2.1.

2.3. Other relevant information

This item must be used to present other information not requested in this section of the Reference Form, which the issuer considers important for the complete understanding, by investors, of its relationship with the independent auditor, such as: the policy or procedures adopted by the issuer to avoid the existence of conflict of interest, loss of independence or objectivity of its independent auditors (item III of article 2 of CVM Instruction No. 381/03) and existence of relevant transfers of services or resources between the auditors and parties related to the issuer, as defined in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1).

SELECTED FINANCIAL INFORMATION

3.1. Selected financial information

In this field, the issuer must present, in addition to other accounting information it may have selected, the values of the following items indicated in letters “a” to “h”: equity; total assets; net revenue; gross result; net result; number of shares, ex-treasury; book value per share and net earnings per share.

When presenting the annual Reference Form, the information must refer to the last 3 financial statements closing the fiscal year. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 financial statements closing the fiscal year and to the latest accounting information disclosed by the issuer.

The requirement to disclose information relating to the last three financial statements aims to allow comparison of the issuer's performance during the period.

The information must be provided based on the information contained in the issuer's financial statements or, when it is obliged to disclose consolidated financial information, based on its consolidated financial statements.

For the calculation of the book value per share (letter “g”), it is recommended that the value of equity reported in the issuer's latest financial statements be used, in order to allow the investor to reconcile such numbers.

In the case of presenting the Reference Form due to a request for registration of public distribution of securities, when the values presented refer to the latest accounting information disclosed by the issuer, the accumulated balances in the result accounts must be disclosed.

In the preparation and review of the information presented in this field, the issuer must ensure that the values disclosed are consistent with those that have been disclosed in its financial statements.

3.2. Non-accounting measurements

In the disclosure of non-accounting measurements, the issuer must ensure that the values presented are reconcilable with the data contained in the financial statements and quarterly information it has disclosed, which were used for the preparation of the measurements.

3.3. Events subsequent to the last financial statements closing the fiscal year

In this field, subsequent events must be identified and commented on, in compliance with the rules provided for in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, which appeared in the last financial statements closing the fiscal year or, in the case of presenting the Reference Form due to a request for registration of public distribution, in the latest 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 statement that such estimate cannot be made, in the case of significant subsequent events, but which did not result in adjustments. It is also important to include information regarding the date of authorization of the issuance of the accounting statements, as they do not reflect events subsequent to that date.

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

3.4. Description of the policy for the allocation of results

This item aims to consolidate the history of the allocation of the issuer's results, including what was approved in the last Ordinary General Meeting.

In it, the issuer must describe the policy for the allocation of results it has adopted in the last 3 fiscal years, with the indication of the information required in letters “a” to “d”.

To assist the user's understanding, it is recommended that the information be provided in the form of a table, according to the following format:

Year 1 Year 2 Year 3 a. Rules on profit retention Profit Retention Values b. Rules on dividend distribution
c. Periodicity of dividend distributions
d. Any restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial, administrative or arbitral decisions

The description of the policy must be prepared based on the practices adopted by the issuer and the provisions on the subject existing in its Bylaws, and should not, therefore, be limited to the mere transcription of the provisions of Law No. 6.404/76 regarding the subject.

In the description of the rules relating to profit retention (letter “a”), the issuer must inform whether, in addition to the mandatory reserves provided for in legislation, it has other reserves regulated in the bylaws, informing their percentages, if it carried out retention based on a capital budget in the period covered by this item of the Form, etc.

In addition to this information, the issuer must indicate, in a segregated manner, the values of all retentions that have been carried out in each of the years informed in this item of the Form.

3.5. Dividend distributions and profit retentions occurring in the last 3 fiscal years

The information presented in this item must be consistent with corporate resolutions and with the individual accounting information disclosed by the issuer.

As adjusted net profit (letter “a”), the value of the net profit that served as the basis for the calculation of distributed dividends must be informed.

Note that the dividend distributed to be informed in letter “d” must be restricted to that calculated based on the profit ascertained in the last fiscal year. Payments of dividends from profits ascertained in previous fiscal years will be informed in item 3.6.

The return rate with respect to equity (letter “f”) must be calculated based on the division of the value of net profit, before the adjustments referred to in letter “a”, by the value of equity in each fiscal year.

As retained net profit (letter “g”) the portion of net profit not distributed as dividends or interest on equity must be considered, that is, the sum of the allocations to reserves and profit retention.

It should be clarified that dividends or interest on equity attributed as dividends that have been distributed from retained profits or reserves constituted in previous fiscal years must be informed in item 3.6 of the Form.

3.7. Issuer's debt level

With regard to what is demanded in letter “a”, the total amount of debt must be understood as the sum of current liabilities and non-current liabilities.

The information disclosed in this item must be provided based on consolidated financial information, if the issuer is obliged to prepare them.

It is emphasized that the total amount of debt, of any nature, reported in item 3.7.a must coincide with the value disclosed in item 3.8 as the sum of debts with real guarantee, floating guarantee and unsecured debts.

3.8. Issuer's obligations according to the nature and maturity date

In this item, the issuer must disclose, in the form of a table, the amount of its obligations, segregated according to the type of debt guarantee – real guarantee, floating guarantee and unsecured debts – and according to the maturity periods stipulated in letters “a” to “d” of this item.

Although there may be various subdivisions depending on the characteristics of the debts, the information on the issuer's indebtedness must be consolidated within the 3 categories mentioned in this item.

The basic information to be disclosed in the table provided for in this item, regarding the issuer's indebtedness profile, aims to provide, to the investor, a classification of the debts that allows verifying which portion of these is guaranteed by the issuer's assets and which is not, in order to allow an understanding of the order of preference of the debts, in an eventual creditors' competition of the issuer.

Thus, for the categorization of debts in the required manner, the costliness of the guarantee vis-à-vis the issuer must be taken into account, and not vis-à-vis third parties.

Debts guaranteed by aval must be classified in one of the 3 categories set out in item 3.8. Debts without real or floating guarantee, regardless of the fact that they have fiduciary guarantee, must be classified as unsecured debts.

Debts guaranteed with third-party assets, as they do not encumber the issuer's assets, must be considered as unsecured debts and classified as such in the table provided for in this item.

In order to facilitate understanding by investors, the issuer must include information in item 3.8 itself regarding the criteria used for the segregation of its debts according to the categories provided for in the standard.

The issuer must also make it clear, in the “Observation” field, whether the information provided in this item refers to the individual or consolidated financial statements.

RISK FACTORS

4.1. Description of risk factors

In this item, any risk factors that may influence the investment decision must be exposed, in order of relevance, in particular, those related to the issuer and its controlling shareholder, directly or indirectly, or control group, its shareholders, its subsidiaries and affiliates, its suppliers, its customers, with the sectors of the economy in which the issuer operates and its respective regulation and with foreign countries where the issuer operates.

It should be clarified that the matters contained in letters “a” to “i” consist of 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 the investment decision.

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 for in the exemplary list if they are relevant in its activities and capable of influencing the investment decision.

Given that the risk factors must be exposed in order of relevance, in the presentation of the comments, the issuer may modify the order of presentation of the matters cited in letters “a” to “i” of item 4.1. If there is more than one risk factor related to the same matter, its presentation must also be made in descending order of relevance.

All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The issuer's expectations regarding the increase or reduction of its exposure to risk factors, as well as the actions implemented to reduce its exposure, must be informed in section 4.2 of the Form.

Risk factors must be clearly identified and described in clear and objective language, in order to allow their understanding by the investor, and their possible impacts on the issuer or on the securities issued by it must also be commented on.

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 the risk factors described in the previous item. In the comments, the internal or external factors to the issuer that support the opinion issued must be explicit, and the eventual measures adopted by the issuer to reduce exposure to risk factors may also be commented on.

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, with the presentation of the information required in letters “a” to “i”, the judicial, administrative or arbitral proceedings in which it or its subsidiaries are parties, which are not under seal and are individually relevant to the issuer or its subsidiaries.

For a better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax and others). The description of each of the proceedings must be presented in table format, according to the model below.

Case No. [●] a. court b. instance
c. date of initiation
d. parties in the process e. values, assets or rights involved f. main facts g. chance of loss (probable, possible or remote) h. analysis of the impact in case of loss of the process
i. value provided (if there is a provision)

It is alerted that only judicial proceedings that run under secrecy of justice, administrative procedures that are conducted under seal by determination of the administrative authority and arbitral procedures that, by the will of the parties, are confidential are understood as confidential.

Relevance must be assessed by the issuer taking into account the capacity that the information would have to influence the investment decision.

In the assessment of relevance, the issuer should not only focus on the ability of the process to significantly impact its assets, its financial capacity or its business, or those of its subsidiaries, other factors that could influence the decision of the investing public must be considered, such as, for example, the image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of bylaw clauses.

In this sense, in the description of the process the issuer must clarify the reasons why it understands that the process is relevant.

Regarding the case number, the number registered for monitoring in the judicial, administrative or arbitral spheres must be informed.

Proceedings that run simultaneously in the administrative and judicial spheres must be informed in separate tables. However, in both tables there must be reference in the “main facts” (letter “f”) to the existence of the other administrative or judicial process.

As “parties in the process” (letter “d”), the parties comprising the passive pole and the active pole of the process must be identified, except with regard to judicial proceedings subject to the appreciation of the Labor Justice, where only the initials of the names of the parties must be indicated. In this sense, it is emphasized that Resolution of the National Council of Justice No. 121, of 05.10.2010, established restrictions on public consultation of labor processes by the worldwide computer network.

Regarding the “main facts” (letter “f”), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its subsidiaries and the situation in which the process is located must be offered, in clear and objective language. Thus, the main procedural or administrative acts that have occurred must be informed, with their respective dates and summary of the decisions, containing their motivations, so that the user of the information can form their own judgment.

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 that of not occurring; (b) Possible: when the chance of one or more future events occurring is less than probable, but greater than remote; (c) Remote: when the chance of one or more future events occurring is small.

The analysis of the impact in case of loss of the process, required in letter “h”, must be done without omission of relevant information, demonstrating the amount of losses relating to relevant processes and their possible impacts

in the financial and equity situation of the issuer or its controlled companies or regarding its businesses.
When reporting the "provisioned value" (letter "i"), coherence must be maintained with the probability of loss reported in letter "g". For example, if the probability of loss reported in letter "g" is probable, the provisioned value must be presented in letter "i".
When resubmitting the Form, if there is a change in the "provisioned value" (letter "i") disclosed in the previous version, the issuer must report the reason for the alteration.
It is emphasized that when presenting the Reference Form due to a request for registration of public distribution of securities, the information must be presented in an updated manner, as required in paragraph 2 of article 24 of CVM Instruction No. 480/09.

4.4. Description of judicial, administrative, or arbitral proceedings in which
the issuer or its controlled companies are parties and whose opposing parties are directors or former directors, controlling shareholders or former controlling shareholders, or investors in the Company or its controlled companies

In this item, the issuer must describe, by presenting the information required in letters "a" to "i", the judicial, administrative, or arbitral proceedings, which are not under seal, in which it or its controlled companies are parties and whose opposing parties are directors or former directors, controlling shareholders or former controlling shareholders, or investors in the Company or its controlled companies. All proceedings that fit this definition must be described, since Annex 24 of CVM Instruction No. 480/09 does not mention the issue of relevance in item 4.4. The description of each of the proceedings must be presented in table format, according to the model below. Case No. [●] a. court b. instance
c. date of initiation
d. parties to the proceeding e. values, assets, or rights involved f. main facts g. probability of loss (probable, possible, or remote) h. analysis of the impact in case of loss of the proceeding
i. provisioned value (if there is a provision)

It is alerted that only judicial proceedings running under confidentiality, administrative procedures conducted under seal by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. Regarding the case number, the number registered for monitoring in the judicial, administrative, or arbitral spheres must be reported.

Proceedings running simultaneously in the administrative and judicial spheres must be reported in separate tables. However, in both tables there must be a reference in the "main facts" (letter "f") to the existence of the other administrative or judicial proceeding.
As "parties to the proceeding" (letter "d"), the parties comprising the passive and active sides of the proceeding must be identified, except with respect to judicial proceedings subject to the review of the Labor Courts, where only the initials of the names of the parties must be indicated. In this sense, it is emphasized that Resolution of the National Council of Justice No. 121, of 10.05.2010, established restrictions on public consultation of labor proceedings via the worldwide computer network. Regarding the "main facts" (letter "f"), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its controlled companies, and the status of the proceeding must be offered in clear and objective language. Accordingly, the main procedural or administrative acts that have occurred must be reported, with their respective dates and summaries of decisions, containing their motivations, so that the user of the information can form their own judgment of value. With respect to the probability of loss (letter "g"), the following concepts must be considered:
(a) Probable: when the chance of one or more future events occurring is greater than the chance of not occurring; (b) Possible: when the chance of one or more future events occurring is less than probable, but greater than remote; (c) Remote: when the chance of one or more future events occurring is small. The analysis of the impact in case of loss of the proceeding, required in letter "h", must be done without omission of relevant information or mitigation, demonstrating the amount of losses related to relevant proceedings and their possible impacts on the financial and equity situation of the issuer or its controlled companies or on its businesses. When reporting the "provisioned value" (letter "i"), coherence must be maintained with the probability of loss reported in letter "g". For example, if the probability of loss reported in letter "g" is probable, the provisioned value must be presented in letter "i". When resubmitting the Form, if there is a change in the "provisioned value" (letter "i") disclosed in the previous version, the issuer must report the reason for the alteration. Proceedings already described in item 4.3, which also fit the information requested in this item, may be cited here by reference.

4.5. Information on relevant confidential proceedings in which the issuer or
its controlled companies are parties that have not been disclosed in items 4.3 and 4.4

Regarding relevant confidential proceedings in which the issuer or its controlled companies are parties, only the presentation of the following information is required, without the need to detail the cause: (a) analysis of the possible impact for the issuer or its controlled companies, in case of loss, without mitigation or omission of relevant information on the subject; and (b) disclosure of the values involved in these proceedings. It is alerted that only judicial proceedings running under confidentiality, administrative procedures conducted under seal by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential.

4.6. Description of repetitive or connected judicial, administrative, or arbitral
proceedings, which are not under seal and which are relevant collectively, in which the issuer or its controlled companies are parties

In this item, the issuer must describe the repetitive or connected judicial, administrative, or arbitral proceedings, based on similar facts and legal causes, which are not under seal and which, when considered collectively, are relevant, in which the issuer or its controlled companies are parties. It is alerted that only judicial proceedings running under confidentiality, administrative procedures conducted under seal by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. Relevance must be assessed by the issuer taking into account the ability the information would have to influence the investment decision of investors. In assessing relevance, the issuer should not focus solely on the ability of the proceeding to significantly impact its equity, its financial capacity, or its businesses, or those of its controlled companies, but must consider other factors that could influence the decision of the investing public, such as, for example, image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of bylaw clauses. For better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax, and others) and subdivided by similar causes. With respect to the requirement in letter "c" of this item, all information necessary for investors to understand the practice of the issuer or its controlled company that originated the contingency described must be offered in clear and objective language.

4.7. Description of other relevant contingencies not covered by the
previous items

Instruction 480/09 provides that the set of information contained in the Reference Form must be a true, accurate, and complete portrait of the economic-financial situation of the issuer and the risks inherent to its activities and of the securities issued by it.
This item must be used to present information on other relevant contingencies not covered by the previous items, which the issuer considers important to support the investment decision by investors.

MARKET RISKS

5.1. Description of the 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 respect to exchange rate risks and interest rates, capable of influencing its operational results, its financial situation, its future outlook, and the decision of investors, must be described, quantitatively and qualitatively, in order of relevance and without mitigation or omission of relevant information. The issuer must describe how the indicated market risks can affect it. Thus, simple mention of generic factors, such as the possibility of alteration of government policies and actions, political instability, and financial market volatility, must be avoided.

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 mitigate risks.
In the description of the parameters used for risk management (letter "d"), the issuer must indicate the objective criteria that are monitored to verify the fitting or un-fitting of its exposure, for which it must report the parameters/indices used in the management of the risks reported in section 5.1. The issuer must also indicate whether it uses financial instruments with objectives other than asset protection (hedge) (letter "e"), including with respect to operations associated with derivative instruments such as "Total Equity Return 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: (a) indicating the administration bodies, committees, or other similar structures involved; and (b) discriminating the specific responsibilities of each of these bodies, committees, or similar structures, and of their members, in risk management control. Note that the committees or similar structures mentioned here must be reported in item 12.1"a" of the Form. 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 must also report the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, development stage, and estimated time for adoption may also be commented on.

ISSUER HISTORY

6.3. Brief history of the issuer

In this item, information on the most important events, useful for investors to know and evaluate the evolution and history of the issuer, must be presented in an objective manner, 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 reorganization, diversification of products; 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 the main corporate events through which the issuer or any
of its controlled or affiliated companies have passed

In this item, the description of relevant corporate events involving the issuer or any of its controlled or affiliated companies must be presented, such as incorporations, mergers, split-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 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 affiliated company existing in CVM Deliberation No. 605/09, which approved CPC 18, must be employed. With respect 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 split-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 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 at 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 petition for bankruptcy, provided it is based on a relevant
value, or for judicial or extrajudicial reorganization of the issuer, and on the current status of such petitions

In this item, the existence of petitions for bankruptcy of the issuer based on a relevant value and of petitions for judicial or extrajudicial reorganization of the issuer must be reported, presenting all information necessary for investors to know and understand the effects of these events on the issuer, such as: values involved, petitioner, court in which the petition is pending and its current status, measures eventually adopted by the issuer. It is emphasized that the declaration of bankruptcy, judicial reorganization, extrajudicial liquidation, or judicial homologation of extrajudicial reorganization is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided 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 in the legislation, with issuers subsequently in judicial reorganization, in bankruptcy, and in liquidation being exempted from delivering the annual Reference Form in the manner provided in articles 36, 38, and 40 of CVM Instruction No. 480/09.

ISSUER ACTIVITIES

7.1. Description of activities developed by the issuer and its controlled companies

In this item, information useful and necessary for the investor to know the activities developed by the issuer and its controlled companies must be provided to the market, such as the corporate purpose of the issuer, 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 financial statements of closing of the fiscal year or, if there are any, in the consolidated financial statements.
In the annual presentation of the Form, the information must refer to the last 3 financial statements of closing of the fiscal year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 financial statements of closing of the fiscal year and to the last accounting information disclosed by the issuer.

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 in item 7.2, the financial statements of closing of the fiscal year or, if there are any, the consolidated financial statements.

Regarding the characteristics of the production process (letter "a"), information necessary for understanding the issuer's production process must be provided in an objective manner, including, for example, information relating to: origin and holders of the technology used, comparison between annual production and installed capacity, comparison with productivity indicators characteristic of the activity sector, existence of insurance for machinery, equipment, products, etc., risks inherent to the production process that may generate paralysis of activities, including time designated for maintenance, and other relevant aspects for better understanding of the production process. Regarding the characteristics of the distribution process (letter "b"), the methods of physical distribution of products and services must be reported, including information on the number of agencies, stores, dealers, fleet, etc., and also, if controlled, affiliated, direct or indirect parent companies, or companies owned by the controlling shareholder are used in the process. The types of sales channels used must also be reported, such as intermediaries, agents, own salespeople, etc. With respect to the requirement 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.
If there is seasonality (letter "d"), the period of the fiscal year in which it concentrates must be reported, as well as information on the impact, in percentage, of seasonality on the income accounts.

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 considers important for the understanding of other activities developed by it, such as: agreements maintained with national and foreign governmental instances or with communities, social and environmental responsibility policies, information on sustainability practices, sponsorship and cultural incentive adopted by the issuer, main projects developed in these areas or in which it participates, among others. In this item of the Form, the issuer may also report if it prepares and discloses a sustainability report or similar document (integrated report, annual report with social and environmental information, social balance sheet, social responsibility report, etc.) and indicate the electronic address on the worldwide computer network where it can be consulted. Possible projects for the implementation of the practice of preparing and disclosing a sustainability report or similar document, development stage, and estimated time for its adoption may also be commented on.

ECONOMIC GROUP

8.1. Description of the Economic Group in which the issuer is included

For the purposes of this item, Economic Group is understood as the set of companies in which the issuer is included and which present common control. It includes the direct and indirect controlling shareholders of the issuer, as well as controlled and affiliated companies of the issuer and companies under common control.

Thus, the information requested in letters “a” through “e” must be provided regarding the companies mentioned above, accompanied by the respective participations existing along the corporate chain, regardless of whether the involved entities constitute a group of companies by convention, in accordance with Article 265 of Law No. 6,404/76.

For the identification of the issuer’s subsidiaries and affiliates (letter “b”), the issuer’s direct and indirect participations in the involved entities must be considered.

The issuer’s participations in group companies (letter “c”) must be indicated in percentage.

It is emphasized that item “d” requires the participations held by other group companies, which are not direct or indirect controllers, in the issuer. Item “e”, in turn, refers to companies that have the same controller(s) as the issuer, without being its subsidiaries, as these are already requested in item “b”.

It is emphasized that changes in the issuer’s controlling shareholders, direct or indirect, as well as the occurrence of merger, share merger, consolidation, or spin-off operations involving the issuer, are two of the scenarios 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 changes in the issuer’s controlling shareholders, direct or indirect, as well as the occurrence of the aforementioned restructuring operations that 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 the occurrence of the event, with the update of the information provided based on item 8.1, as well as any other information provided in the Form that is affected by this event.

8.2. Organizational Chart of the Economic Group

Although the presentation of the organizational chart of the economic group in which the issuer is included is optional information, its disclosure in the Reference Form is recommended, as it facilitates the visualization and understanding by investors of the corporate relationships maintained by the issuer with other group companies and the manner in which its business is structured.

CVM Instruction No. 480/09 determines that the information inserted in the organizational chart must be compatible with that presented in item 8.1 of the Reference Form. In the organizational chart, the percentage of shares held by each of the issuer’s controllers and by “other shareholders” relative to the total of ordinary and preferred shares and to the total capital of the company must be indicated. The issuer’s participations in subsidiaries and affiliates and in group companies must be indicated as a percentage of the total capital of the involved companies.

It is emphasized that, if the organizational chart of the economic group is presented, it must be updated whenever the information in item 8.1 is updated.

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 mergers, consolidations, spin-offs, share mergers, 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 alienation or acquisition, but also the relevance of the asset in the competitive, commercial, or operational strategy of the economic group.

In view of the provisions in item 8.1, the aforementioned operations that have occurred involving the following must be described in this item:
a) The issuer; b) Direct and indirect controllers of the issuer; c) Subsidiaries and affiliates of the issuer; d) Group companies that hold participations in the issuer; e) Companies under common control.

Given that in item 6.5 the relevant corporate events involving the issuer or any of its subsidiaries or affiliates must already be described, the operations involving these companies that have already been described in item 6.5 may be cited in item 8.3 by reference.

If the issuer does not opt for this procedure, it should be remembered that the occurrence of merger, share merger, consolidation, or spin-off involving the issuer is one of the scenarios 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 based on 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 homologation by a specific regulatory body, the issuer must expressly state this information in item 8.3 itself.

RELEVANT ASSETS

9.1. Description of Non-Current Asset Assets Relevant for the Development of the Issuer’s Activities

Information regarding companies in which the issuer has participation (letter “c”) must be provided only for companies considered by the issuer as relevant for the development of its activities, especially data related to directly and indirectly controlled entities, when relevant. 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-current assets, that is, the value resulting from the application of the equity method, in the case of subsidiaries and affiliates, or by acquisition cost, deducted by provision for probable 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 quote of the last business day of the fiscal year in which there was a transaction must be considered. The information must be provided considering the type and class of the shares subject to the participation.

Information regarding the appreciation or depreciation of the participations required in items “ix” and “x” of letter “c” must be provided in percentages.

DIRECTORS’ COMMENTS

This section of the Form aims for directors to provide investors with comments (their overall view) on the issuer’s business and the factors underlying the result of its operations and its 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.

In this section, directors have the opportunity to highlight and explain the factors that most affected the issuer’s financial, economic, and equity situation, in order to allow a more precise interpretation of these facts by investors, enabling them to see the company through the eyes of the board.

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

In this sense, it is recommended to avoid mere citation of situations that can be directly verified by the investing public, such as references to percentages of growth or decline in accounts or lines of the result. The intention is that the reasons leading to their occurrence be clarified, and what measures will be taken to maintain, enhance, or correct this situation.

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

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

10.1. and 10.2. Financial and Equity Conditions and Result of Operations

In the annual presentation of the reference form, the information required in items 10.1 and 10.2 must refer to the last 3 financial statements closing the fiscal year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information required in these items must refer to the last 3 financial statements closing the fiscal year and to the latest accounting information disclosed by the issuer.

We draw attention that Annex 24 of CVM Instruction No. 480/09 requires in a note that, whenever possible, directors comment in these fields on the main known trends, uncertainties, commitments, or events that may have a relevant effect on the issuer’s financial and equity conditions and, in particular, on its result, its revenue, its profitability, and on the conditions and availability of financing sources.

It is emphasized that the information above requested regarding the disclosure of trends should not be confused with the disclosure of projections or estimates, which is the object of section 11 of the Form, or with the disclosure of the sensitivity analysis table provided for in CVM Instruction No. 475/08. In this regard, it is important to differentiate the concepts of projection, whose disclosure is optional and is reported in section 11 of the reference form, from that of trend. The trend does not coincide with projection because it is not quantified.

While projection refers to an estimate of reaching a possible value or range of values for a variable of interest (prices, sales, profits, etc.), conditioned by the occurrence of some premises, the trend is associated with the continuity (or not) of a past and present movement, already known by the market, as it is reflected in the information regularly disclosed by the issuer, such as history of sales growth, price drops, etc., and therefore, they can be commented on to allow investors to see the company’s situation from the management’s perspective. Indeed, the causes of the detected movement must be commented on, and its perspective of continuity (or not), based on facts already occurred, not to occur, as in the case of projections.

It is also worth noting that administrators must weave their comments in the most objective way possible, specifically addressing the theme provided for in the heading. Care must be taken to avoid excessive generality in comments, as this can lead to misinformation.

In comments regarding financial conditions (letter “a” of item 10.1), the issuer must present a reasoned analysis based on indicators (of liquidity, indebtedness, etc.).

In comments on the capital structure (letter “b” of item 10.1), the issuer must also provide information on the financing pattern of its operations, by own capital and third-party capital, as well as information related to the redemption of shares or quotas.

Note that the information on financing sources for working capital and for investments in non-current assets to be provided in letter “d” of item 10.1 has a past character, whereas the information provided in letter “e” of item 10.1 has a prospective character. Therefore, the information provided in letter “d” of item 10.1 must maintain comparability with that contained in the issuer’s financial statements.

Information on the issuer’s indebtedness levels and debt characteristics (letter “f”) must take into account the information on the subject disclosed in item 3.7 of the Reference Form. Even if there is no contractual subordination degree between debts, directors must include, in compliance with item 10.1.f.iii, comments on the subordination among the obligations registered in the current liabilities of the balance sheets that integrate the financial statements corresponding to the last 3 fiscal years, in view of the order of preference in the event of a universal creditors’ contest.

Furthermore, restrictive clauses (covenants) existing in financing contracts entered into by the issuer must be reported in item 10.1.f.iv, accompanied by their respective indices.

The issuer must report, in letter “g” of item 10.1, the percentages used of already contracted financings, a situation applicable, for example, to long-term project financings.

In compliance with letter “h” of item 10.1, the issuer must include, preferably in table form, horizontal and vertical analysis of significant variations in relevant accounts. Mere transcription of equity and income accounts does not fulfill this purpose.

10.3. Events with Relevant Effects, Occurred and Expected, in the Financial Statements

In this item, directors must 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 realization of non-routine operations have caused or are expected to cause on the issuer.

It is emphasized that the requested comments must be made regarding events already disclosed by the issuer in the manner of CVM Instruction No. 358/02.

Regarding the expected effect, it is worth indicating that the information requested here also should not be confused with the disclosure of projections or estimates, which is the object of section 11 of the Form. What the Form requires in item 10.3 is the board’s analysis of the potential impact that the indicated events, already disclosed by the issuer, may produce on the financial statements and the result of the issuer.

For the purpose of the information provided in item 10.3, the concept of operating segment must be understood as equivalent to the accounting concept of “cash-generating unit”.

10.4. Significant Changes in Accounting Practices and Reservations and Emphases Present in the Auditor’s Report

Directors must comment in this item on all issues cited in letters “a”, “b”, and “c”.

In comments on significant changes in accounting practices (letters “a” and “b”), directors must not limit themselves to the mere transcription of information provided on the subject in the financial statements or to the simple listing of the CPCs adopted in each fiscal year. In this item, directors must insert comments that allow investors to understand the reason for the change, the differences of the new practices adopted compared to the previous model, and the significant effects caused on the result of the financial statements.

Comments on the reservations and emphases of the independent auditor (letter “c”) must be made regardless of the directors’ judgment on their relevance. They must also not be limited to the mere transcription of the information present in the auditor’s report; it is incumbent upon the directors to insert comments on all aspects present in the report.

10.5. Critical Accounting Policies

In this item, directors must indicate and comment on the critical accounting policies adopted by the issuer, understood here as any accounting practice that, in the issuer’s evaluation, if altered, would entail a relevant accounting change.

The mere transcription of information provided on the subject in explanatory notes of the financial statements does not fulfill the purpose of the standard and must be avoided. In this item, directors must comment on the reasons that led them to adopt certain accounting policies and to make the estimates contained in the accounting information.

10.6. Internal Controls Regarding the Preparation of Financial Statements: Degree of Efficiency and Deficiency and Recommendations Present in the Auditor’s Report

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

It is worth observing that this field should not be filled with the mere transcription of the auditor’s report. Directors must insert their comments, at least, on: (a) the deficiencies reported by the auditor and their classification (significant or other deficiencies); (b) the respective recommendations of the auditors; and (c) the measures adopted to correct such deficiencies.

In general, item 10.6.b of the Reference Form must contain, at minimum, comments regarding significant deficiencies. However, it is important to emphasize that it is up to the directors, making their own judgment regarding the probability and possible magnitude of distortions that may arise in the accounting statements due to the deficiencies pointed out by the auditor, to evaluate the relevance and need to disclose comments regarding other deficiencies identified by the auditors.

PROJECTIONS

11.1. Disclosure of Projection

The disclosure of projections and estimates by the issuer is optional in accordance with Article 20 of CVM Instruction No. 480/09.

In line with the provisions of items II, III, and IV of paragraph 1 of Article 20 of CVM Instruction No. 480/09, it is 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, must be:
(a) identified as hypothetical data that do not constitute a promise of performance; (b) reasonable; and (c) accompanied by relevant premises, parameters, and methodology adopted, and whenever projections and estimates are provided by third parties, the sources must be indicated.

As provided for 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, must be revised at a time interval adequate to the object of the projection, which in no case may exceed 1 (one) year.

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

Thus, the occurrence of any 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 alteration or the disclosure of new projections or estimates, with the update of the information provided in this item, as well as any other information provided in the Form that is affected by these events, including with regard to item 11.2 below.

11.2. Monitoring and Alteration of Projections Disclosed During the Last 3 Fiscal Years

This item requires that the issuer that has disclosed projections in the last 3 fiscal years report:
(a) which are being replaced by new projections included in the Form and which of them are being repeated; (b) regarding projections related to periods already elapsed, the comparison of projected data with the actual performance of the indicators, clearly indicating the reasons that led to deviations in the projections; (c) regarding projections related to periods still in progress, whether the projections remain valid on the date of delivery of the Form and, when applicable, explain why they were abandoned or replaced.

Thus, the issuer must use this item to provide information regarding:
(a) the revision of projections or estimates disclosed in item 11.1, provided for in paragraph 2 of Article 20 of CVM Instruction No. 480/09; (b) the monitoring of projections and estimates disclosed in item 11.1; and (c) the alteration or disclosure of new projections and estimates reported in item 11.1.

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

GENERAL MEETING AND ADMINISTRATION
12.1. Description of the issuer's administrative structure
In this item, the issuer must describe its administrative structure, based on what is provided in its bylaws and internal regulations.
In preparing the description of the attributions of the statutory bodies and committees, the issuer must ensure that the information provided is consistent with what is set forth in its bylaws.
The description of the individual attributions and powers of the members of the executive board (letter "d") must be presented by the issuer, even if the individual attributions and powers are provided only in the company's internal regulations.
With respect to what is requested in letters "c" and "e", any types of performance evaluation mechanisms for the bodies or committees that make up the issuer's administrative structure must be reported, as well as any types of performance evaluation mechanisms for the members of the board of directors, the committees, and the executive board, even if these evaluation mechanisms do not directly influence the determination of remuneration of the components. The information on evaluation mechanisms that are provided by the issuer in letters "c" and "e" of this item must be reconciled with the information provided in Section 13 of the Form, when the evaluation mechanisms described here are taken into consideration for the determination of remuneration. The committees or similar structures that participate in the issuer's risk management policy reported in item 5.2"f" must also be described in item 12.1"a" of the Form.

12.2. Description of the rules, policies, and practices relating to general meetings
In this item, the issuer must report the practices and policies it has adopted regarding general meetings.
Issuers that have adopted differentiated practices regarding deadlines for calling meetings (letter "a"), competencies of the meeting (letter "b"), and mechanisms intended to allow the inclusion, in the agenda, of proposals formulated by shareholders (letter "i") or that have developed a structured policy for the identification and management of conflicts of interest (letter "d") must describe, in a clear and objective manner, the practice adopted or the policy developed. Issuers that do not adopt differentiated practice relative to the procedures mentioned in letters "a", "b", and "i" must only: (a) report that they do not adopt differentiated practice relative to what is provided in corporate legislation; and (b) include information on the minimum requirements provided in the legislation regarding the subject, avoiding, however, the mere reproduction of the legal text. Issuers that have not developed a structured policy for the identification and management of conflicts of interest (letter "d") must only report this fact, without including, in this case, information on the legal treatment given to the subject. With respect to letter "f", all issuers must describe the rules provided in the bylaws and the practices adopted by the issuer in the meetings held in the last fiscal year regarding the formalities necessary for the acceptance of instruments of proxy granted by shareholders, indicating whether the issuer admits proxies granted electronically. The information provided must include the indication of the prior deadline for deposit of the instrument, if existing. Any statutory rules and practices adopted by the issuer in the previous fiscal year relative to the documents and formalities required to prove the quality of shareholder and participation in the meeting must also be reported. The information provided must include the indication of the advance deadline for deposit of the document usually applied by the issuer in the last meetings. In order to guarantee investors access to other important information about the issuer's practices regarding general meetings, it is also suggested that it be reported in item 12.12 (below), relative to the meetings held in the last 3 (three) years: (i) the date of the holding; (ii) cases of installation in second calling; and (iii) the quorum of installation of each meeting.

12.3. Dates and newspapers of publication of the information required by Law No. 6.404/76
In this item, the issuer must report, in table form:
(a) the name of the official body of the Union, State, or Federal District, according to the place where the issuer's headquarters is located, and of the large-circulation newspaper edited in the place where the issuer's headquarters is situated, that have been used by the company, in the form 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 must refer to the financial statements of the last 3 fiscal years, even if the publications occur in the current fiscal year. The issuer must ensure that the publication dates cited in letters "a" to "d" of this item are compatible with the information already disclosed in the IPE System.

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 practice it has adopted relative to 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 the voting right of members of the board; and (c) rules for the identification and management of conflicts of interest. If the issuer does not adopt rules for the identification and management of conflicts of interest, it must only indicate this fact. In this case, the issuer must include information on the reason why it does not adopt this procedure. Possible projects for the implementation of new practices, stage of development, and estimated time for adoption may also be commented on. It is emphasized that the celebration, alteration, or rescission of a shareholders' agreement filed at the issuer's headquarters or of which the controlling shareholder is a party regarding the exercise of the voting right or control power of the issuer is a circumstance that determines the update of the Reference Form by Category A issuers, as provided in item X of paragraph 3 of article 24 of Instruction 480/09. Thus, the celebration, alteration, or rescission of shareholders' agreements that establish restriction or linkage to the exercise of the voting right of board members will entail, without prejudice to the provisions of CVM Instruction No. 358/02, 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 function of 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, the statutory executive board, and the fiscal council, with the presentation of the data required in letters "a" to "j".
It should be remembered that Instruction 480/09 included, in item I of paragraph 3 and in item I of paragraph 4 of article 24, as a circumstance that determines the update of the Reference Form, the alteration of:
(a) administrator or member of the issuer's fiscal council, for issuers registered in Category A; and (b) administrator, for issuers registered in Category B.
Thus, the occurrence of these events will entail 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 attention to items 12.6, 12.8, 12.9, and 12.10 and by Category B issuers in attention to items 12.6 and 12.8, as well as any other information provided in the Form that is affected by these events. It is emphasized that the update mentioned above must be carried out even in cases of reelection. If, by the deadline for the mandatory update of information, the alteration of the administrator is pending homologation by a specific regulatory body or has not occurred its taking office, the issuer must proceed to update the Reference Form by providing in item 12.12, relative to the administrator, the information required in items 12.6, 12.8, 12.9, and 12.10 (as exigible for its registration category), as well as informing that the alteration or taking office is pending. Upon homologation or taking office, the issuer must update, according to its registration category, items 12.6, 12.8, 12.9, and 12.10 to reflect the new composition of its administration and remove from item 12.12 the information previously provided relative to the administrator.

12.7. Identification of the members of the statutory committees and of the 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, relative to:
(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 in the Issuer's Bylaws.

12.8. Information about administrators and members of the fiscal council
The information relative to the curriculum of the administrators and members of the fiscal council must contain the information required in items "a.i" and "a.ii". The information must be provided in an objective manner, without the inclusion of information or statements that denote judgment of value about the quality of the administrator. In attention to letter "b" of this item, the following information must be provided about the administrators and members of the issuer's fiscal council, relative to the following events that have occurred during the last 5 years:
(a) any criminal conviction, even if not final, with indication of the stage in which the process is; (b) any conviction in a CVM administrative process and the penalties applied, even if not final, indicating whether the corresponding process is under appeal in the Financial System Resources Council; (c) any final conviction, in the judicial or administrative sphere, that has suspended or disqualified it from practicing any professional or commercial activity.

12.11. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators
In the case of the existence of an insurance policy, which provides for the payment or reimbursement of expenses borne by administrators, resulting from reparation of damages caused to third parties or to the company, the issuer must include, in addition to the description of the insurance provisions, information on the value of the civil liability insurance premium for administrators.

12.12. Other information deemed relevant
In order to guarantee investors access to other important information about the issuer's practices regarding general meetings, it is suggested that it be reported in this item, with respect to the meetings held in the last 3 (three) years: (i) the date of the holding; (ii) cases of installation in second calling; and (iii) the quorum of installation of each meeting.

REMUNERATION OF ADMINISTRATORS
13.1. Description of the remuneration policy or practice of the board of directors, the statutory and non-statutory executive board, the fiscal council, the statutory committees, and the audit, risk, financial, and remuneration committees
In this item, the issuer must describe, in a clear and objective manner, the remuneration policy or practice it has adopted for the members:
(a) of the board of directors, the statutory and non-statutory executive board, and the fiscal council; (b) of the audit, risk, financial, and remuneration committees or similar organizational structures, created by statutory provision; (c) of the 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 in the Issuer's Bylaws. The qualitative description of the remuneration policy or practice must comprise, at minimum, the information required in letters "a" to "g" of this item, and the issuer may provide additional information deemed pertinent for its better understanding by investors, such as changes implemented relative to the policies or practices adopted in previous fiscal years. To facilitate understanding by investors, it is recommended that, whenever there are significant variations between the remuneration practices and policies among the different bodies, the information requested in this item be presented by body. The issuer must describe the elements that make up the total remuneration it practices and the objectives of each of them (item 13.1.b.i). "Remuneration elements" are understood as the portions of remuneration described in letter "c" of item 13.2. Thus, the remuneration elements described in item 13.1.b.i must be in line with the information provided in item 13.2 and vice-versa. The issuer must also describe the direct and indirect benefits, disclosing their components. Direct or indirect benefits are understood as the right to medical, dental, life insurance, car, fuel, housing, educational assistance, etc. Post-employment benefits were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600/09. In the information relative to the subject, values relative to private pension plans must be included. In attention to item 13.1.b.ii, the issuer must inform the participation held by each remuneration element described in item 13.1.b.i in the total remuneration. Such information must be provided for each body, committee, or similar structure that has been cited in item 13.1, and the issuer may present them in the form of a graph or table. The issuer must also present all the information necessary for understanding the methodology used to establish the value and form of adjustment of remuneration (item 13.1.b.iii), describing the organizational structures involved, the responsibility of each of the bodies and members involved, as well as the criteria used by them. For example, if the issuer takes into consideration, for the fixing and adjustment of remuneration, market practices, it must explicitly state how the company monitors and verifies these practices, as well as must include detailed information on the comparison criteria used by it (for
example, if based on companies of the same size or of different size, of the same sector or of different sectors, etc.). With respect to the performance indicators taken into consideration for the determination of each remuneration element (item 13.1.c), the issuer must, without the need to explicitly state internal goals established, disclose the indicators it uses to assess individual or company performance, mainly with respect to the variable portions of remuneration, indicating if these are based, for example, on the result of the sale of products and services, on the company's operating result, on net revenue, EBITDA, market value of shares, etc. In attention to item 13.1.f, the issuer must inform if there are portions of the remuneration received by administrators and other persons cited in the caput of item 13.1, due to the exercise of the position in the issuer, that are supported by subsidiaries, controlled companies, or direct and indirect controlling shareholders. Such information must also include the identification of the type of remuneration received (considering the portions of remuneration described in letter "c" of item 13.2) and of the company or controlling shareholder that supported it. In addition, the values must be segregated by administration body. Where applicable, the information must be reconciled with that required in section 13.15.

13.2. Remuneration of the board of directors, the statutory executive board, and the 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, the statutory executive board, and the 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 must refer not only to the remuneration recognized in the issuer's result of the last three fiscal years, but also to that provided for the current fiscal year, discriminating the portions of remuneration described in letter "c". Direct or indirect benefits (item 13.2.c.i) are understood as the right to medical, dental, life insurance, car, fuel, housing, educational assistance, etc. Post-employment benefits (item 13.2.c.iii) were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600. In the information relative to the subject, values relative to private pension plans must be included. The values of remuneration based on shares (item 13.2.c.v) must be reported in line with the definition of remuneration based on shares, paid in shares or money, contained in CVM Deliberation No. 650/10, which approved Technical Pronouncement CPC 10 (R1), regardless of whether the entity's equity instruments were granted by the issuer itself or by its shareholder. The same applies to the information required in items 13.4, 13.6, 13.7, and 13.8. The reported remuneration values must be net of social charges that are the burden of the employer. The issuer must highlight, in a segregated manner, the value corresponding to contributions to INSS, which are the burden of the employer, recognized in its result. When applicable, the values of the charges incident on the fixed and variable remuneration must be reported, respectively, in letters "c.i" and "c.ii" ("others"). The number of members of each body (letter "b") must 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 must 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 make clear in the "Observation" field of item 13.2 itself that the number of members of each body (letter "b") was calculated as specified above.
To avoid duplication, the remuneration values must be calculated by body. In cases where the same administrator holds a position in the statutory executive board and in the board of directors, the remuneration received by him as a member of the board of directors must not be computed for the purpose of calculating the remuneration of the executive board and vice-versa. The value, by body, of the remuneration (letter "d") corresponds to the total value of the annual remuneration of each of the bodies, that is, to the sum of all the portions included in letter "c" that have been attributed to the members of the body in the fiscal year. The total value of the remuneration of the board of directors, the statutory executive board, and the fiscal council (letter "e") corresponds to the sum of the total remunerations of the three bodies indicated in letter "d". The information about the current fiscal year must be presented considering the number of members and the annual remuneration provided by the issuer.

13.3. Variable remuneration of the board of directors, the statutory executive board, and the fiscal council
In this item, the issuer must provide, in table form, by body, additional information on the values reported in the table provided in item 13.2 regarding bonuses and profit sharing attributed by it to the members of the board of directors, statutory executive board, and fiscal council. The information required in letters "a" to "d" must be provided not only relative to the variable remuneration of the last 3 fiscal years, but also to that provided for the current fiscal year. The information about the current fiscal year must be presented considering the number of members and the annual variable remuneration provided by the issuer. To avoid duplication, the annual remuneration values must be calculated by body. In cases where the same administrator holds a position in the statutory executive board and in the board of directors, the remuneration received by him as a member of the board of directors must not be computed for the purpose of calculating the remuneration of the executive board 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 result in the fiscal year was attributed. The information required in letters "c" and "d" must be provided in current currency, even when the remuneration attributed as bonus or profit sharing is fixed based on another criterion, such as, for example, number of salaries. In this case, the issuer may include in a note to the table provided in item 13.3 information on the criterion actually used for the calculation of these remunerations. The minimum value provided in the variable remuneration plan, whether in the form of bonus or profit sharing (letters "c.i" and "d.i"), is understood as the amount to be paid if the administrator reaches the minimum level of expected performance. The table required in this item must be presented according to the model below and must be consistent with the values reported in table 13.2, comprising all the portions referring to bonuses and profit sharing recognized in the issuer's result. Variable remuneration provided for the current fiscal year (20XX) Board of Directors Statutory Executive Board Fiscal Council Total No. of members Bonus Minimum value provided in the remuneration plan Maximum value provided in the remuneration plan Value provided in the remuneration plan, if the goals are met Profit sharing Minimum value provided in the remuneration plan

Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets are met Variable remuneration - fiscal year ended xx/xx/xxxx Board of Directors Statutory Management Fiscal Council Total Number of members Bonus Minimum value provided for in the remuneration plan Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets were met Value actually recognized in the results of the fiscal year Profit sharing Minimum value provided for in the remuneration plan Maximum value provided for in the remuneration plan Value provided for in the remuneration plan, if targets were met Value actually recognized in the results of the fiscal year

13.5. Information, by body, on the holdings held by members of the board of directors, statutory management, and fiscal council.
In this item, the issuer must inform, in a consolidated manner, by body, without the need to individualize the administrator, the total quantity of the following securities held by members of the board of directors, statutory management, or fiscal council on the date of closing 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. It is emphasized that item 13.5 does not restrict the disclosure of shares, quotas, or other securities held by administrators and members of the fiscal council to those whose possession or acquisition is linked to the position they hold in the issuer. Therefore, all securities referred to in this item must be listed by the issuer. In presenting the information, the issuer must identify the issuing company of the securities reported.

The information regarding securities issued by the company held by members of the board of directors, statutory management, or fiscal council must be consistent with the consolidated information provided by the issuer in the "Securities Traded and Held (art. 11 of CVM Instruction No. 358)" form relative to the month of closing of the last fiscal year. Regarding any indirect participations held through investment funds or similar vehicles, the understanding expressed in the sole paragraph of article 20 of CVM Instruction No. 358/02 must be applied, which excluded from the concept of indirect negotiation transactions carried out through investment funds, provided that such funds are not exclusive, nor can the negotiation decisions of the fund be influenced by the quota holders.

13.6. Stock-based remuneration of the board of directors and statutory management
In this item, the issuer must present, in table form, quantitative information regarding stock-based remuneration recognized in the issuer's results for the last 3 fiscal years and that provided for in the current fiscal year, of the board of directors and statutory management, according to the content specified in letters "a" to "e" of this item. To avoid duplication, the annual values of the remuneration must be calculated by body. In cases where the same administrator holds a position in the statutory management and in the board of directors, the remuneration received by him 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 stock-based remuneration recognized in the issuer's results in the fiscal year was attributed. 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 inform in item 13.9 the data, models, and assumptions used. The table required in this item must be presented according to the model below.

Stock-based remuneration provided for in the current fiscal year (20XX) Board of Directors Statutory Management Number of members Grant of stock purchase options Grant date Number of options granted Period for options to become exercisable Maximum period for exercise of options Period of restriction on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on the grant date Potential dilution in the event of exercise of all options granted

Stock-based remuneration - fiscal year ended xx/xx/xxxx Board of Directors Statutory Management Number of members Grant of stock purchase options Grant date Number of options granted Period for options to become exercisable Maximum period for exercise of options Period of restriction on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on the grant date Potential dilution in the event of exercise of all options granted

13.7. Open options of the board of directors and statutory management at the end of the last fiscal year
In this item, the issuer must present, in table form, information regarding open options of the board of directors and statutory management, at the end of the last fiscal year, according to the content specified in letters "a" to "d" of this item.
To avoid duplication, the annual values of the remuneration must be calculated by body. In cases where the same administrator holds a position in the statutory management and in the board of directors, the remuneration received by him 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 linked to the options plan. 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 inform in item 13.9 the data, models, and assumptions used. The table required in this item must be presented according to the model below.

Open options at the end of the fiscal year ended xx/xx/xxxx Board of Directors Statutory Management Number of members Options not yet exercisable Quantity Date on which they will become exercisable Maximum period for exercise of options Period of restriction on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Exercisable options Quantity Maximum period for exercise of options Period of restriction on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Fair value of total options on the last day of the fiscal year

13.8. Options exercised and shares delivered relating to stock-based remuneration of the board of directors and statutory management
In this item, the issuer must present, in table form, information regarding options exercised and shares delivered relating to stock-based remuneration of the board of directors and statutory management, in the last 3 fiscal years, according to the content specified in letters "a" to "d" of this item. The number of members of each body (letter "b") must correspond to the number of directors and councilors linked to the options plan. 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 inform in item 13.9 the data, models, and assumptions used. The table required in this item must be presented according to the model below.

Options exercised - fiscal year ended xx/xx/xxxx Board of Directors Statutory Management Number of members Options exercised Number of shares Weighted average exercise price Difference between the exercise value and the market value of the shares relating to the options exercised Shares delivered Number of shares delivered Weighted average acquisition price Difference between the acquisition value and the market value of the shares acquired

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 the understanding of the information provided in items 13.6 to 13.8 by moderately informed investors.
It is emphasized that, in the description of the data and assumptions used in the pricing model (letter "b"), the issuer must include quantified information, including regarding the weighted average price of the shares, exercise price, expected volatility, option life, expected dividends, and risk-free interest rate.

13.10. Pension plans in force granted to members of the board of directors and statutory directors
In this item, the issuer must present, in table form, information on the pension plans in force granted to members of the board of directors and statutory directors, according to the content specified in letters "a" to "h" of this item.
The number of members of each body (letter "b") must correspond to the number of directors and councilors linked to the pension plan.
The table required in this item must be presented according to the model below. If there is more than one pension plan in force, the information must be presented by plan.

Board of Directors
Statutory Management
Number of members
Name of the plan
Number of administrators who meet the conditions to retire Conditions for early retirement Current updated accumulated value of contributions accumulated until the end of the last fiscal year, discounted by the portion relating to contributions made directly by the administrators Total accumulated value of contributions made during the last fiscal year, discounted by the portion relating to contributions made directly by the administrators Possibility of early withdrawal and conditions

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 inform, in table form, 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, relative to the last three fiscal years.
The information provided must be consistent with the values indicated in the table provided for in item 13.2, and must comprise all portions of the remuneration included therein.
To avoid duplication, the values reported must be calculated by body. In cases where the same administrator holds a position in the statutory management and in the board of directors, the remuneration received by him 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. Except in the case where an administrator renounces remuneration, the average value of the annual remuneration of each body must correspond to the division of the total value of the annual remuneration 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). If any administrator renounces remuneration, this person shall not be considered for the calculation of the average value of annual remuneration, although they remain to be computed for the indication of the number of members (letter "a"). In this case, the issuer must disclose in the observation field the number of members actually used for the calculation of the average remuneration. The value of the lowest individual annual remuneration of each body must be calculated by 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 make it clear in the "Observation" field of item 13.11 itself that the value was calculated with the exclusion of 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 exclusion, considering all remuneration recognized in the results. The issuer must also inform, in a note in item 13.11 itself, the number of months in which the respective member exercised their functions in the entity. Only companies that do not provide the information required due to a judicial decision should leave the field blank and, through the "Justification for non-filling" icon, mention the aforementioned judicial decision, identifying the case number and the court in which it is proceeding.

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.
Furthermore, if there is an insurance policy, the value paid as an insurance premium must be reported.

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 controllers of the issuer
In this item, the issuer must inform 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 relative to the last 3 fiscal years and must be calculated considering the concept of related party contained in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1).

13.14. Remuneration of members of the board of directors, statutory management, or fiscal council received for any reason other than the function they occupy
In this item, the issuer must inform in a consolidated manner, by body, the annual values recognized in its results as remuneration of members of the board of directors, statutory management, and fiscal council that have been received for any reason other than the position occupied, such as commissions and consulting or advisory services provided. The information must be provided relative to the last 3 fiscal years.

13.15. Remuneration of members of the board of directors, statutory management, or fiscal council recognized in the results of the controllers of the issuer, companies under common control, and controlled companies of the issuer.
Item 13.15 does not restrict the disclosure of the information required to the remuneration supported by controlled companies of the issuer, its direct or indirect controllers, and companies under common control, which have been attributed to administrators and members of the fiscal council due to the exercise of the position in the issuer. In this item, the following must be informed, in a consolidated manner, by body:
(a) the portions of the remuneration supported by controlled companies of the issuer, its direct or indirect controllers, and companies under common control, which have been attributed to members of the board of directors, statutory management, and fiscal council due to the exercise of the position in the issuer (whose existence must be reported in item 13.1.f); (b) other remuneration received by administrators and members of the fiscal council of the issuer, which has been recognized in the results of controlled companies of the issuer, the direct or indirect controllers of the issuer, or companies under common control, even if not related to the exercise of a position in the issuer. In the calculation, remuneration received under any title, in Brazil or abroad, must be computed. In the case of the remuneration cited in letter "b" above, the issuer must specify under what title the values were attributed to the individuals.

The information must be provided on an annual basis, relative to the last 3 fiscal years, and must be disclosed in a consolidated manner, by type of body and company (controlled companies of the issuer, direct or indirect controllers of the issuer, and companies under common control), without the need to identify the corporate name of these companies. The values must be reported in table form, according to the revised model below:

Fiscal year 20XX – remuneration received due to the exercise of the position in the issuer Board of Directors Statutory Management Fiscal Council Total Direct and indirect controllers Controlled companies of the issuer Companies under common control

Fiscal year 20XX – other remuneration received, specifying under what title they were attributed Board of Directors Statutory Management Fiscal Council Total Direct and indirect controllers Controlled companies of the issuer Companies under common control

13.16. Other information deemed relevant
CVM Instruction 480/09 does not provide for the obligation to present, in section 13 of the Reference Form, the values relating to the remuneration of administrators recognized in the issuer's consolidated results.
However, the disclosure of this information, additionally in this item, by issuers is considered desirable, as it is useful to allow a better understanding and evaluation by investors of the company's business and its results.

HUMAN RESOURCES
14.1. Information on the issuer's human resources
The information provided for in item 14 must be provided considering the issuer's human resources; there is, as a rule, no obligation to disclose information from controlled companies. However, the disclosure of the information required in this item in a consolidated manner is considered desirable, as it allows for a better understanding and evaluation by investors of the company's business and its results. In this case, the issuer must expressly state that the information provided covers other companies linked to the issuer. The information regarding the turnover index (letter "c") must refer only to the employees of the issuer, or, in the above case, to the employees of the issuer and its controlled companies. Regarding the issuer's exposure to labor liabilities and contingencies (letter "d"), the issuer may refer to the information that has been eventually provided on the subject in items 4.3 to 4.7 of the Form.

The company must provide the information required in item 14.1.b of the Reference Form considering the total number of natural persons who provide services as outsourced workers, whether through a direct contract with the company or through a legal entity.

14.3. Description of the remuneration policy of 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 the information eventually provided on the subject in item 13.4 of the Form, provided that all information required in letters "a" to "c" of this item is provided there, in a clearly identifiable manner.

CONTROL
15.1. Identification of the controlling shareholder or group of controlling shareholders
In this item, the issuer must provide updated information on 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" to "i". All participations held, directly or indirectly, by the shareholder or group of controlling shareholders in the issuer's share capital must be reported. If the shareholder or participant of the group of controlling shareholders is a legal entity, a list must be prepared containing the information referred to in letters "a" to "d" of this item, identifying its direct and indirect controllers, down to the controllers who are natural persons, regardless of any confidential treatment given to the information due to 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 societies (whose controller is the Union, the State, or the Municipality, which in turn do not have shareholders), multilateral organizations (their controllers would be their respective sponsoring countries), and pension funds and endowments (which have participants and no shareholders); and (b) the investment fund or similar vehicle must identify, when it is required to report down to the level of natural person, the quota holder that controls it, if any, using for this 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 any shares 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 the change of controlling shareholders of the issuer, 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 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 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 of knowledge by the issuer, 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 also 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 on 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, which are not listed in item 15.1, in line with the information required in letters “a” to “g”.

All participations held in species or classes of shares must be reported in compliance with letter “d”, even if the percentage held in a species or class distinct from that in which the shareholder holds a relevant participation is less than 5% of the shares.

In line with the decision issued by the Collegiate Body of the CVM on 11/03/2011, if the relevant participation is held jointly by different investment funds or portfolios under the same discretionary management, the identification of the funds or portfolios may be replaced by the indication of the manager's name, with the presentation of the total participation held by the funds or 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.

Also in line with this decision, it is emphasized that the above guidance is not applicable to relevant participations held by exclusive funds or by funds in which trading decisions may be influenced by unitholders, in which case the identification of the funds is required.

In case of doubt about the disclosure rules for relevant participations in the manner of Article 12 of CVM Instruction No. 358/02, issuers must consult item 12.8 of Circular Letter/CVM/SEP No. 04/2011, of 15/03/2011.

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

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 closing 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 on 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 CVM Instruction No. 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 people representing the same interest, reaches participation, direct or indirect, equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change; (b) when the variation in the shareholding position of the aforementioned persons exceeds 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 also emphasized that whenever item 15.2 is updated, items 15.3 “d” and 19.2 must also be updated.

15.3. Capital distribution

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

The quantities of natural and legal person shareholders of the issuer (letters “a” and “b”) must be calculated 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. For the purposes of this item, investment funds and clubs must be classified as legal persons.

In addition to the number of legal person shareholders, the issuer must also report the approximate number of institutional investors included in this category of investors (letter “c”).

Institutional investors are market participants who act in the management of third-party resources. Included in this category, among others, are insurance, pension, and capitalization companies, mutual investment funds in stocks, real estate investment funds, private pension funds, benefit plan funds, insurance companies, and institutions of a philanthropic nature.

The number of shares in circulation, by class and species (letter “d”), must be calculated in accordance with the provisions of Article 62 of CVM Instruction No. 480/09, which defines, as shares in circulation, all shares of the issuer, excluding those owned by the controller, by persons affiliated with him, by the issuer's administrators, and shares held in treasury.

As provided in paragraph 1 of this same article of the Instruction, a person affiliated 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 affiliated.

The number of shares in circulation, by class and species, and the quantities of natural and legal persons and institutional investors must be calculated based on the information contained in the company's corporate books and the information provided by the custodial services institution.

Including due to what Article 146 of Law No. 6.404/76 provides, which determines that members of the board of directors must necessarily be shareholders of the company, it is also emphasized that:
a) the sum of the number of natural and legal person shareholders cannot be equal to zero; b) the number of shares in circulation cannot be indicated as equal to or greater than the total number of shares issued; c) the sum of the number of natural and legal person shareholders cannot be equal to the total number of shares issued when there are shareholders with relevant participation indicated in item 15.2 or shares held in treasury; d) in any case, the sum of the number of natural and legal person shareholders cannot be greater than the total number of shares issued by the company.

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

Additionally, it is recommended that item 15.3 “d” also be updated when there is a change in the shareholding of the issuer's administrators at the end of each month, as reported in accordance with Article 11 of CVM Instruction No. 358/02.

15.4. Organizational chart of the issuer's shareholders

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

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. All direct and indirect controllers of the issuer, as well as shareholders with participation equal to or greater than 5% of a species or class of shares, must be identified in the organizational chart, in any case.

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

15.5. Information on 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, with the presentation of the information required in letters “a” to “g” of this item, any shareholder agreement that regulates the exercise of voting rights or the transfer of shares issued by the issuer, that:
a) is filed at its headquarters; or b) of which the controller is a party, regardless of its filing at the issuer's headquarters.

In this sense, it is worth remembering that Article 43 of CVM Instruction No. 480/09 provides that the controller must promptly provide the issuer with all information necessary to comply with the legislation and regulation of the securities market.

It is also worth remembering that the signing, alteration, or termination of a shareholder agreement filed at the issuer's headquarters or of 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 on relevant changes in the participations of the 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 the 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. 642/10, which approved Technical Pronouncement CPC 05 (R1), must be considered.

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

In this case, the issuer must also inform the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, stage of development, and estimated time for adoption may also be commented on.

The information requested in item 16.2 regarding transactions with related parties that, according to accounting standards, are disclosed in the individual or consolidated financial statements, must be provided regarding transactions:

(a) that are in force in the current fiscal year; or (b) that were entered into in the last 3 fiscal years, even if these transactions are no longer in force in the current fiscal year.

If the value of the transaction is variable, depending, for example, on the volume of services provided or quantity of products sold, among other conditions, the issuer must: (a) describe, together with the object of the contract, the conditions of the transaction (letter “d”); and (b) inform, as the amount involved in the business (letter “f”), the historical values involved.

The company must inform in item 16.2.k.ii the interest rate charged on loans or other types of debt. The interest rates charged must be reported on an annual basis.

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 necessary information to demonstrate that the operations were carried out under strictly commutative conditions or with adequate compensatory payment, similar to those that could be established in transactions with unrelated parties, informing, among other things, terms and conditions applied in the operation and the existence of any guarantees.

The information on the commutative nature of transactions with related parties must be in line with the information provided in item 16.2, particularly with regard to item 16.2.k.i (nature and reasons for the operation) and 16.2.k.ii (interest rate charged), for loan operations.

SHARE CAPITAL

The information requested in the items of this section must be provided even if homologation by a specific regulatory body is pending, and the issuer must expressly state this information in item 17.5.

With regard to item 17.1, the following must be informed in the Empresas.Net system, regarding “Date of authorization or approval”:
(a) in the case of information on authorized capital, the date of the last deliberation on the subject; and (b) in the case of information on issued capital, subscribed capital, and paid-up capital, the date of the last change in the information.

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 subscribed privately, in the case of issuers registered in Categories A; (b) when there is the issuance of new securities, even if subscribed privately, in the case of issuers registered in Category B.

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 respective date of change 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 share

In this item, the issuer must describe the rights of each class or species of shares issued by it, with the presentation of 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 for in the issuer's Bylaws.

It is worth remembering that the alteration in the rights and advantages of the securities issued is a hypothesis 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 result in the need to update the Reference Form within 7 (seven) business days counted from the date the change becomes effective, with the update of the information provided in attention 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.

18.2. Description of bylaw rules that limit the voting rights of significant shareholders or that require the realization of a public offer

In this item, the issuer must describe the main conditions of rules provided for in the Bylaws that represent limitations to the exercise of voting rights, such as clauses that:
a) limit the number of votes of each shareholder, in general or with respect to any specific matter provided for in the bylaws; or b) impose a burden on the exercise of voting with respect to any specific matter provided for in the bylaws, such as, for example, “entrenched clauses”.

In this item, the issuer must also describe, clearly and objectively, if they exist, bylaw rules that require its shareholders to make a public offer for the acquisition of shares in certain situations (such as, for example, reaching a certain shareholding participation). In the description, the issuer must inform the main conditions imposed in the bylaws, including, but not limited to, what concerns: (a) situations in which the public offer for the acquisition of shares is due or waived; and (b) the value to be offered or its method of calculation.

It is emphasized that the rules regarding public offers for the acquisition of shares provided for by law, regulation, or listing rule in a trading segment must be indicated in item 18.1.

18.5. Description of other securities

In this item, the issuer must describe other securities issued by it that are not shares, with the presentation of the information required in letters “a” to “j” of this item.

The information requested in this item must be described considering the conditions provided for in the respective legal documents for each security commented on.

In the Empresas.Net system, the information required on debt securities in letter “h” must be provided in the “Characteristics of the Security” field, which can also be used to provide additional information on other securities disclosed, judged relevant by the issuer.

It is worth remembering that the issuance of new securities, even if subscribed privately, is a hypothesis 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 result in the need to update 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.

18.10. Other information judged relevant

Instruction 480/09 provides that the set of information contained in the Reference Form must be a true, accurate, and complete portrait of the issuer's economic-financial situation and the risks inherent to its activities and the securities issued by it.

For this reason, it is recommended that issuers also disclose in the Reference Form, including through its update, information on titles issued abroad not characterized as securities, whenever the issuance has been relevant or contains provisions that impose restrictions on the issuer or that may affect holders of securities issued by the company.

To this end, the issuer must describe, in item 18.10, the characteristics of the issuance and the titles issued, providing, with regard to them, the information required in item 18.5. If the titles are admitted to trading, issuers must also provide in item 18.10, with regard to them, the information required in item 18.7, that are applicable.

BUYBACK PLANS AND TREASURY SECURITIES

19.1. Information on plans to repurchase the issuer's shares

In this item, the issuer must provide information on its share repurchase plans.

The percentage provided for in item “ii” of letter “b” must be calculated by dividing the quantity informed in item “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.

With regard to the reserves and profits available for the repurchase operation (item “iv” of letter “b”), the issuer must also indicate the base date to which the information refers.

With respect to what was requested in item “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 (item “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 (item “viii” of letter “b”) must correspond to the division between the value informed in items “vi” and “i” of letter “b”.

19.2. Movement of treasury securities

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 with the presentation of information regarding quantity, total value, and weighted average price.

It is 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 is worth remembering that whenever items 15.1 or 15.2 are updated, item 19.2 must also be updated. If it is not possible to update the information in table 19.2 of the Empresas.Net System, the issuer must provide the updated information in table 19.4.

19.3. Treasury securities held at the date of closing of the last fiscal year

In this item, the issuer must provide, in table form, with regard to securities held in treasury at the date of closing of the last fiscal year, the information requested in letters “a” to “d”.

Given the provisions of letter “c”, the required information must be provided by acquisition date. Exceptionally, in cases where the acquisitions were made in a quantity that makes it difficult to fill out this table in the Empresas.Net System, the initial date of the period informed in item 19.1.b.iii may be indicated as the acquisition date.

19.4. Provide other information that the issuer judges relevant

This item must be used to present other information not requested in this section of the Reference Form, which the issuer judges as important to support the investment decision. It must be informed, for example, if 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 Equity Return Swap”, or similar operations. The information

provided information 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 shares.

If the issuer has not adopted a trading policy, it must expressly state this fact. In this case, the issuer must also inform the reason why it does not adopt this procedure. Possible projects for implementing new practices, development stage, and estimated time for adoption may also be commented on.

It is emphasized that the information provided in this item does not exempt the issuer from sending the Trading Policy to the 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 therein regarding the maintenance of confidentiality concerning undisclosed material information, but also the internal mechanisms established for its implementation, describing them in items 21.1 and 21.2.

It is emphasized that this section requires the issuer to describe the main characteristics of the disclosure policy adopted by it. Therefore, the full text of the issuer's disclosure policy should not be inserted in the items of this section, although reference may be made to the location on the World Wide Web where the complete text of its policy is available.

It is emphasized that the information provided in this section does not exempt the issuer from sending to the 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 three fiscal years, on:

(a) the acquisition or alienation of any material asset that does not qualify 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/or its controlled companies with third parties, not directly related to their operational activities.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

Circular Letter CVM/SEP 03/2012