Circular Letter CVM/SEP 03/2019

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

CIRCULAR LETTER/CVM/SEP No. 3/2019
Rio de Janeiro, February 28, 2019.

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

Dear Director of Investor Relations/Legal Representative,

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

Through this document, the SEP also intends to promote the disclosure of corporate information in a manner consistent with best corporate governance practices, aiming for transparency and equity in relationships with investors and the market, as well as to minimize any deviations and, consequently, reduce the need to formulate requirements and apply penalty fines and sanctions.

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

In addition to reading this Circular Letter, it is recommended:
a) regarding accounting matters, the reading of the Circular Letters/SNC/SEP, available for consultation on the CVM website; b) regarding other matters, consultation of Circular Letters issued by other CVM superintendencies, especially by the Superintendency of Securities Registration; c) regarding regulation issued by the CVM, consultation of the reports of public hearings, on the CVM website; and d) regarding best corporate governance practices, consultation of the Brazilian Corporate Governance Code. e) regarding socio-environmental issues, the reading: (i) of the Sustainability Guide for Companies of the Brazilian Institute of Corporate Governance, available at http://www.ibgc.org.br/userfiles/4.pdf; and (ii) of the guide Sustainability in Companies. How to Start, Who to Involve and What to Prioritize, available at http://www.b3.com.br/data/files/1A/D7/91/AF/132F561060F89E56AC094EA8/Guia-paraempresas-listadas.pdf.

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

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

Table of Contents
1 The Department of Corporate Relations .................................................................. 13
2 Issuer Registration .................................................................................................... 16
2.1 Issuer Categories......................................................................................................................16
2.2 Issuer Registration Request.............................................................................................................17
2.2.1 .Obtaining login, password and code by new companies for use of the
Empresas.NET System......................................................................................................................18
2.2.2 .Inclusion of the company in the Empresas.NET System ................................................................18
2.2.3 .Sending documents............................................................................................................18
2.2.4 .Resubmission of documents............................................................................................19
2.2.5 .After the granting of public company registration..............................................................19
2.2.6 .General Guidelines .................................................................................................................19
2.3 Foreign Issuers........................................................................................................................21
2.4 Requests for category conversion...................................................................................................22
2.5 Consequences of non-delivery of information .................................................................................23
2.5.1 .Penalty fines...............................................................................................................23
2.5.2 .Publication of the list of delinquent issuers...............................................................25
2.5.3 .Ex officio suspension of issuer registration...........................................................................25
2.5.4 .Ex officio cancellation of issuer registration due to information delinquency.............25
2.5.5 .Administrative sanction process.....................................................................................26
2.6 Other hypotheses for registration cancellation ..................................................................................27
2.6.1 .Voluntary cancellation of registration.....................................................................................27
2.6.2 .Ex officio cancellation of the issuer's registration due to its extinction.........................29
3 Periodic Information............................................................................................... 30
3.1 Management Report .................................................................................................................30
3.2 Financial Statements.................................................................................................................31
3.2.1 .Financial institutions authorized to operate by the Central Bank of Brazil......................35
3.2.2 .Advance disclosure of financial information...............................................................37
3.2.3 .Capital Budget .............................................................................................................37
3.3 Periodic Forms........................................................................................................................38
3.3.1 .Registration Form ..............................................................................................................38
3.3.2 .Reference Form .......................................................................................................39
a. Annual delivery of the Form...........................................................................................................39
b. Update of the Reference Form .......................................................................................40

c. Resubmission of the Reference Form due to public distribution registration .................42
3.3.3 .Standardized Financial Statements – DFP...................................................................43
3.3.4 .Quarterly Information – ITR................................................................................................44
3.3.5 .Securitization Company Reports.....................................................................................................46
a. Quarterly Report of Securitization Company – Real Estate ........................................................................46
b. Monthly Report of Securitization Company – Agribusiness ..........................................................................47
3.3.6 .Report on Brazilian Corporate Governance Code – Public Companies47
3.4 Ordinary General Assembly – OGA.......................................................................................................48
3.4.1 .Notice of article 133 of Law No. 6.404/76.......................................................................48
3.4.2 .Management proposal for OGA ....................................................................................49
a. Issuers registered in Category A for which Instruction CVM No. 481/09 applies ..........49
b. Issuers registered in Category B and in Category A for which Instruction CVM No. 481/09 does not apply .....................................................................................................................54
3.4.3 .Notice of OGA Convocation.................................................................................................56
3.4.4 .Summary and minutes of the OGA.............................................................................................................58
3.4.5 .Remuneration of administrators/Fiscal Council......................................................................58
3.5 Report and communications of the fiduciary agent ..................................................................................59
4 Main Occasional Information................................................................................ 60
4.1 Act and Relevant Fact.............................................................................................................................60
4.1.1 .Distinction between Relevant Fact and Market Communication..................................................65
4.2 Extraordinary General Assembly (EGA), special assembly (AGESP), debenture holders' assembly (AGDEB) and assembly of holders of agribusiness receivable certificates
(AGCRA) or real estate (AGCRI)..................................................................................................................66
4.2.1 .Notice of Convocation of EGA, AGESP, AGDEB, AGCRA or AGCRI ..........................................66
4.2.2 .Management Proposal for EGA, AGESP, AGDEB, AGCRA or AGCRI..............................68
a. Management Proposal – Category A – companies authorized by a market administrator entity to trade shares on a stock exchange ............................68
b. Management Proposal – Category B and companies in Category A for which
Instruction CVM No. 481/09 does not apply .................................................................................................72
4.2.3 .Summary and minutes of the EGA, AGESP, AGDEB, AGCRA or AGCRI......................................................73
4.3 Projections.............................................................................................................................................74
4.4 Shareholder Agreement ...........................................................................................................................76
4.5 Group Convention............................................................................................................................77
4.6 Bankruptcy Petitions and Judgments..........................................................................................................77
4.7 Petitions and Judgments involving Judicial and Extrajudicial Recovery ...............................................77

4.8 Negotiations by administrators, persons related to them, and subsidiaries, affiliates and
the company itself with securities issued by the company...............................................................................78
4.9 Relevant Negotiations.......................................................................................................................80
4.9.1 .Obligated Recipient ......................................................................................................81
4.9.2 .Object of the Relevant Participation...........................................................................................81
a. Shares...............................................................................................................................................81
b. Derivative financial instruments and other securities referenced in
shares.....................................................................................................................................................81
c. ADR, GDR and BDR ..............................................................................................................................82
d. Share lending......................................................................................................................82
e. Indirect Participation .......................................................................................................................83
4.9.3 .Calculation of increase or reduction in participation...................................................................84
4.9.4 .Group of persons acting in concert or representing the same interest ....................86
4.9.5 .Responsibility of the administrator or manager.......................................................................87
4.9.6 .Time and form of disclosure ...........................................................................................87
4.9.7 .Content of the declaration of increase and reduction of participation .........................................88
4.9.8 .Disclosure of the declaration by non-resident investor ........................................................89
4.10 Trading Policy.........................................................................................................................90
4.11 Investment Plan.........................................................................................................................90
4.12 Disclosure Policy..........................................................................................................................92
4.13 Bylaws .....................................................................................................................................93
4.14 Meetings of the Board of Directors and the Fiscal Council ............................................................93
4.15 Communication of auditor change.................................................................................................94
4.16 Transactions between related parties.................................................................................................95
4.17 Communication regarding indemnity contracts ..............................................................................99
4.18 Share-based remuneration plans ......................................................................................99
4.19 Results Release..........................................................................................................................99
4.20 Presentation material to analysts / market agents ...........................................................100
4.21 Market Maker.......................................................................................................................100
4.22 Installation of the Statutory Audit Committee and election of its members ....................................101
5 Common Guidelines for Periodic and Occasional Information ......................................101
5.1 Cooperation Agreement CVM and B3 – Brasil, Bolsa, Balcão (B3).......................................................101
5.2 General Guidelines.............................................................................................................................102
5.3 Obligation to maintain a page on the World Wide Web..........................................104
5.4 Confidentiality Request .............................................................................................................104

5.5 Documents in foreign language ..................................................................................................105
6 Special Rules on Issuers...............................................................................105
6.1 Issuers with high market exposure..................................................................................105
6.2 Issuers in special situation ........................................................................................................106
6.2.1 .Issuers in extrajudicial recovery ..............................................................................106
6.2.2 .Issuers in judicial recovery ......................................................................................106
6.2.3 .Issuers in bankruptcy ..........................................................................................................107
6.2.4 .Issuers in liquidation ......................................................................................................108
7 Relevant Corporate Events and Other Guidelines.................................................109
7.1 Common guidelines for ordinary and extraordinary general assemblies.........................................109
7.1.1 .Representation of shareholders in assembly .......................................................................109
7.1.2 .Public requests for proxy...........................................................................................110
7.1.3 .Request for list of shareholder addresses (article 126, paragraph 3, of Law
No. 6.404/76)....................................................................................................................................112
7.1.4 .Installation of the Fiscal Council and election of its members ..................................................113
7.1.5 .Election of members of the Board of Directors ...........................................................116
7.1.6 .Remote Voting – Instruction CVM No. 561/15 .......................................................................121
a. Scope of Instruction CVM No. 561/15 ...........................................................................................121
b. Remote Voting Bulletin ..........................................................................................................122
b.1 CI.CORP System and integration with the Empresas.NET System ......................................................126
c. Remote voting exercised through service providers ....................................................126
d. Remote voting exercised directly .........................................................................................127
e. Calculation of votes in the general assembly.......................................................................................128
f. Presentation of documents – demonstrative table ..............................................................130
7.1.7 .Abuse of Voting Rights and Conflict of Interest (art. 115, §1 of Law No.
6.404/76).........................................................................................................................................130
7.2 Merger, consolidation and spin-off...............................................................................................................131
7.2.1 .Requests for waiver of compliance with requirements (CVM Resolution No. 559/08)...........133
7.3 Acquisition of commercial company by public company................................................................134
7.4 Conversion of shares...........................................................................................................................136
7.5 Right of withdrawal..............................................................................................................................137
7.6 Capital increase by private subscription......................................................................................138
7.6.1 .Surplus of shares in capital increase with credits........................................................141
7.7 Capital reduction ............................................................................................................................141
7.8 Share grouping.......................................................................................................................142

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
7.9 Trading prohibition period.....................................................................................................142
7.10 Transactions between related parties...............................................................................................145
7.11 Indemnity commitments ...........................................................................................................148
7.12 Trading in shares of its own issuance ......................................................................................150
7.12.1 Approval competence...............................................................................................150
7.12.2 Limitations.............................................................................................................................152
7.12.3 Economic and political rights of treasury shares....................................................153
7.12.4 Monthly information on transactions performed.....................................................................154
7.13 Dividends on preferred shares (article 203 of Law No. 6.404/76) .................................................154
7.14 Communication regarding non-payment of mandatory dividend due to the company's financial situation...........................................................................................................................154
7.15 Late, corrective, or supplementary declarations of dividends............................................154
7.16 Competence of the board of directors to deliberate on the issuance of debentures............155
7.17 Composition of the executive board ...................................................................................................155
7.18 Request for certificates of entries in the corporate books (article 100 of Law No. 6.404/76)..............................................................................................................................................155
7.19 Admission of shareholders in a wholly-owned subsidiary (article 253 of Law No. 6.404/76) .............................159
8 Complaints, Appeals, Inquiries, Requests for Interruption or Suspension of
Assembly, Hearings, and Requests for Review of Processes.....................................................160
8.1 Complaints involving public companies ................................................................................160
8.2 Appeals against decisions or statements of understanding by the SEP ............................................161
8.3 Inquiries by public companies, foreign companies, and incentivized companies.......................................................162
8.4 Requests for interruption or suspension of the assembly convocation period..............................162
8.5 Communications with the SEP ..................................................................................................................163
8.6 Requests for hearings by individuals..........................................................................................164
8.7 Request for review of process..............................................................................................................164
8.8 Commitment term.....................................................................................................................166
8.9 Calculation of deadlines..........................................................................................................................167
8.10 Request for access to information.........................................................................................................167
9 Empresas.NET System for the Preparation and Delivery of Information..........................168
10 Guidelines for Preparing the Reference Form......................................170
10.1 Guidelines applicable to the entire Form......................................................................................170
10.1.1 General rules on the preparation and disclosure of information ........................................170

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
10.1.2 Field "other information deemed relevant" ...............................................................171
10.1.3 Scope and content of information provided ..........................................................171
10.1.4 Information not applicable ..................................................................................................172
10.2 Guidelines for filling out the Reference Form...................................................172
10.2.1 Identification of persons responsible for the content of the Form (section 1)................172
10.2.2 Auditors (section 2)...............................................................................................................173
a. Information about independent auditors (item 2.1) ..........................................................173
b. Remuneration of independent auditors (item 2.2)................................................................174
c. Other information deemed relevant (item 2.3) ......................................................................175
10.2.3 Selected financial information (section 3) ..................................................................175
a. Selected financial information (item 3.1)..........................................................................175
b. Non-accounting measurements (item 3.2)...............................................................................................176
c. Subsequent events to the latest financial statements closing the
social year (item 3.3) ...................................................................................................................176
d. Description of the policy for the allocation of results (item 3.4) .....................................................176
e. Dividend distributions and profit retentions occurring in the last 3 social years
(item 3.5) .........................................................................................................................................177
f. Issuer's debt level (item 3.7).............................................................................177
g. Issuer's obligations according to the nature and maturity date (item 3.8).................178
h. Other relevant information (item 3.9) ....................................................................................178
10.2.4 Risk factors (section 4).....................................................................................................179
a. Description of risk factors (item 4.1)......................................................................................179
b. Description of market risks (item 4.2)..................................................................................180
c. Judicial, administrative, or arbitral proceedings in which the issuer or its subsidiaries
are a party (item 4.3).........................................................................................................................................181
d. Judicial, administrative, or arbitral proceedings in which the issuer or its subsidiaries are a party and the opposing parties are administrators or former administrators, controllers or former controllers, or investors in the company or its subsidiaries
(item 4.4).............................................................................................................................................183
e. Information about relevant confidential proceedings in which the issuer or its subsidiaries
are a party that have not been disclosed in items 4.3 and 4.4 (item 4.5) .....................................185
f. Repetitive or connected judicial, administrative, or arbitral proceedings, which are not under confidentiality and which together are relevant, in which the issuer or its subsidiaries are a
party (item 4.6)...................................................................................................................................185
g. Other relevant contingencies not covered by the previous items (item 4.7) .....................186
h. Foreign issuer (item 4.8) ......................................................................................................................................186
10.2.5 Risk management and internal controls policy (section 5)....................................186
a. Description of the risk factor management policy adopted by the issuer (item 5.1) 186 b. Description of the market risk management policy adopted by the issuer
(item 5.2).............................................................................................................................................187
c. Internal controls (item 5.3) ........................................................................................................................................188

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
d. Internal integrity mechanisms and procedures adopted by the issuer (item 5.4) .........189
e. Comments on significant changes and expectations (item 5.5) ........................................189
10.2.6 Issuer's history (section 6)......................................................................................................................................190
a. Brief history of the issuer (item 6.3) ...................................................................................................................................190
b. Information regarding bankruptcy petition, based on a relevant value, or judicial or extrajudicial reorganization of the issuer, and regarding the current status of such requests
(item 6.5).............................................................................................................................................190
10.2.7 Issuer's activities (section 7)...................................................................................................................................190
a. Main activities developed by the issuer and its subsidiaries (item 7.1) .........................................................................190
b. Information related to mixed-economy companies ........................................................................................191
c. Information about the issuer's operational segments (item 7.2) .............................................191
d. Information about the products and services related to the operational segments
disclosed in item 7.2 (item 7.3) .......................................................................................................................................191
e. Information about the effects of state regulation on the issuer's activities (item 7.5) 192
f. Information about socio-environmental policies (item 7.8).......................................................................192
10.2.8 Extraordinary business (section 8) ......................................................................................................................................193
10.2.9 Relevant assets (section 9)...................................................................................................................................194
a. Description of non-current assets relevant for the development of the
issuer's activities (item 9.1).........................................................................................................................................194
10.2.10 Directors' comments (section 10)...................................................................................................................................194
a. Financial and patrimonial conditions and Result of operations (items 10.1 and 10.2)..................195
b. Events with relevant effects, occurred and expected, in the financial statements
(items 10.3) ..........................................................................................................................................196
c. Significant changes in accounting practices and Reservations and emphases present in the
auditor's report (item 10.4)..........................................................................................................................................197
d. Critical accounting policies (item 10.5)..................................................................................................................................197
e. Other factors with relevant influence (item 10.9)....................................................................197
10.2.11 Projections (section 11) ..........................................................................................................................................198
a. Disclosure of Projection (item 11.1) ......................................................................................................................................198
b. Monitoring and alteration of disclosed projections during the last 3 social years
(item 11.2)...............................................................................................................................................................199
10.2.12 General assembly and administration (section 12)....................................................................199
a. Description of the issuer's administrative structure (item 12.1).....................................................................199
b. Description of the rules, policies, and practices regarding general assemblies (item 12.2) .........................................................................200
c. Description of the issuer's rules, policies, and practices regarding the board of
administration (item 12.3)...................................................................................................................................201
d. Identification of administrators and members of the statutory audit committee (item 12.5).....................................................................201
e. Participation of members of the Board of Administration and the Statutory Audit Committee in
meetings held by the respective body (item 12.6).......................................................................203
f. Identification of members of statutory committees and of audit, risk,
financial, and remuneration committees (item 12.7) ...................................................................................................................................203

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br g. Participation of committee members in meetings held by the respective body (item 12.8)203
h. Subordination, service provision, or control relationships (item 12.10)..................................................................204
i. Agreements, including insurance policies, for payment or reimbursement of expenses
borne by administrators (item 12.11)...................................................................................................................................204
j. Other information deemed relevant (item 12.13) ..................................................................204
10.2.13 Administrators' remuneration (section 13)..................................................................205
a. Description of the remuneration policy or practice of the board of administration, the statutory and non-statutory executive board, the statutory audit committee, statutory committees, and
audit, risk, financial, and remuneration committees (item 13.1)..........................................................................205
b. Remuneration of the board of administration, the statutory executive board, and the statutory audit committee
(item 13.2)...................................................................................................................................................................................................207
c. Variable remuneration of the board of administration, the statutory executive board, and the
statutory audit committee (item 13.3) ..................................................................................................................................208
d. Share-based remuneration of the board of administration and the statutory executive board
(item 13.5)...................................................................................................................................................................................................210
e. Open options of the board of administration and the statutory executive board at the end of the
last social year (item 13.6)......................................................................................................................................212
f. Exercised options and shares delivered related to share-based remuneration of the
board of administration and the statutory executive board (item 13.7) .....................................................................213
g. Information necessary to understand the data disclosed in items 13.5 to 13.7
(item 13.8)...................................................................................................................................................................................................214
h. Information, by body, regarding the holdings held by members of the board of
administration, the statutory executive board, and the statutory audit committee (item 13.9) ...........................................................................214
i. Pension plans in force granted to members of the board of administration and
to statutory directors (item 13.10) ......................................................................................................................................215
j. Value of the highest, lowest, and average value of individual remuneration of the board of
administration, the statutory executive board, and the statutory audit committee (item 13.11) .........................................................................215
k. Contractual arrangements, insurance policies, or other instruments that structure
remuneration or indemnity mechanisms for administrators (item 13.12) .......................................................................217
l. Percentage of the total remuneration of each body attributed to members of the board of
administration, the statutory executive board, or the statutory audit committee who are related parties
to the issuer's controllers (item 13.13) ................................................................................................................................217
m. Remuneration of members of the board of administration, the statutory executive board, or the
statutory audit committee received for any reason other than the function they hold (item 13.14)................217
n. Remuneration of members of the board of administration, the statutory executive board, or the statutory audit committee recognized in the results of the issuer's controllers, companies under
common control, and subsidiaries of the issuer (item 13.15).......................................................................................................................................217
o. Other information deemed relevant (item 13.16) ..................................................................218
10.2.14 Human resources (section 14)....................................................................................................................................219
a. Information about the issuer's human resources (item 14.1) ................................................................................219
b. Description of the issuer's employee remuneration policy (item 14.3) .......................................................................219
10.2.15 Control and economic group (section 15)............................................................................219
a. Identification of the controlling shareholder or group of controlling shareholders (item 15.1) ......................................................................219

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

b. Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares (item 15.2)...............................................................................................220
c. Capital distribution (item 15.3)......................................................................................................222
d. Organizational chart of the issuer's shareholders (item 15.4)....................................................................223
e. Information on shareholders' agreements that regulate the exercise of voting rights or the transfer of shares issued by the issuer (item 15.5)................................................................223
f. Information on relevant changes in the holdings of members of the control group and administrators of the issuer (item 15.6) ...........................................................................224
10.2.16 Transactions with related parties (section 16)................................................................224
a. Information on the issuer's rules, policies, and practices regarding transactions with related parties (item 16.1)................................................................................224
b. Information on the transactions (item 16.2) ...............................................................................224
c. Treatment of conflicts and mutuality (item 16.3) ................................................................225
10.2.17 Share capital (section 17).....................................................................................................225
10.2.18 Securities (section 18)...........................................................................................227
a. Description of the rights of each class and species of share issued (item 18.1) ..............................227
b. Description of statutory rules that limit the voting rights of significant shareholders or that require the making of a public offer (item 18.2)..............................................................227
c. Description of other securities (item 18.5)..................................................................228
d. Number of holders of each type of security described in item 18.5 (item 18.5-A).........228
e. Other information deemed relevant (item 18.12) ..................................................................228
10.2.19 Buyback plans and treasury securities (section 19)................................229
a. Information on buyback plans for the issuer's shares (item 19.1) ...................................229
b. Movement of securities held in treasury (item 19.2) ..............................229
c. Provide other information that the issuer deems relevant (item 19. 3) ................................230
10.2.20 Securities trading policy (section 20)..................................................230
10.2.21 Information disclosure policy (section 21).............................................................230
11 General Guidelines for Incentivized Companies........................................................231
11.1 Registration..............................................................................................................................................231
11.2 Update of registration......................................................................................................................231
11.3 Periodic Documents.....................................................................................................................232
11.3.1 Financial statements..................................................................................................232
11.3.2 Notice of convening of the Annual General Meeting (AGM)...............................................................................................232
11.3.3 Minutes of the AGM ...........................................................................................................................233
11.3.4 Updated registration data...............................................................................................233
11.4 Coercive Fine ............................................................................................................................234
11.5 Suspension of registration .......................................................................................................................234
11.6 Cancellation of registration ex officio ..................................................................................................234

COMMISSION OF SECURITIES AND EXCHANGE (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
11.7 Request for voluntary cancellation of registration...............................................................................234
11.8 Simplified registration .........................................................................................................................234
11.9 Remission of debts..........................................................................................................................235
11.10 Special Auctions of Securities.............................................................................................................235
12 Risk-Based Supervision Plan – SBR.............................................................236
13 Corporate Governance Best Practices for Public Companies..........................237
13.1 Disclosure policy........................................................................................................................238
13.2 Trading policy.......................................................................................................................240
13.3 Risk management policy..................................................................................................................241
13.4 Policy for contracting transactions between related parties....................................................241
13.5 Dividend policy / Policy for allocation of results...........................................................241
13.6 Corporate calendar......................................................................................................................241
13.7 Preparation of the Reference Form..........................................................................................242
13.8 Timing of disclosure of relevant information........................................................................242
13.9 Shareholders' general meeting..........................................................................................................243
13.9.1 Convening deadline ............................................................................................................243
13.9.2 Agenda and documentation.........................................................................................................243
13.9.3 Partners' proposals.............................................................................................................243
13.9.4 Organization of the General Meeting..................................................................................................244
13.10 Adoption of CVM Guiding Opinion No. 35/08 ..........................................................................244
13.11 Audit committee ........................................................................................................................245
13.12 Monthly submission of the form for traded and held securities provided for in
article 11 of CVM Instruction No. 358/02 .....................................................................................................245
13.13 Public companies' page on the worldwide web.............................................246
13.14 Manual of accounting policies........................................................................................................246
13.15 Board of Directors..........................................................................................................................................247
13.16 Conduct and Conflicts of Interest....................................................................................................247
13.16.1 Code of Conduct.............................................................................................................247
13.16.2 Policy for prevention and detection of acts of an illicit nature............................................248

COMMISSION OF SECURITIES AND EXCHANGE (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br 1 Corporate Relations Superintendency The Corporate Relations Superintendency (SEP) is responsible for registration, supervision, guidance, sanctioning, and support for standardization activities concerning public, foreign, and incentivized companies.

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

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

Analyze requests for granting and cancellation of registration of incentivized companies;
Supervise the timely provision of periodic information by companies (sending alert emails on deadlines for delivery of periodic documents, application of coercive fines, semi-annual publication of a list of non-compliant companies);
Analyze appeals against the application of coercive fines; and
Suspend and cancel ex officio (for non-compliance with information) registrations of public, foreign, and incentivized companies.

Corporate Monitoring Managements 1 and 2 (GEA-1 and GEA-2):

Analyze initial registration requests for securities issuers, as well as the update of registrations in public distribution offers;
Analyze any trading by administrators, direct controllers, and the company itself during prohibited periods, before annual and interim financial statements;
Analyze consultations from companies and voluntary cancellations of registration; and
Analyze the adequate disclosure by companies, their administrators, or shareholders, of useful information capable of affecting investment decisions and the exercise of rights by minority shareholders (supervision of certain periodic and occasional information, verification of the content of remote voting bulletins, disclosure of information related to the Brazilian Corporate Governance Code, coherence and consistency between disclosures made in sections 10 and 13 of the Reference Form, disclosure of information related to risk management policy, and the allocation of companies' results).

Corporate Monitoring Managements 3 and 4 (GEA-3 and GEA-4):

Analyze the possible existence of irregularities in the proposals and decisions of the administration, in deliberations at general meetings, and in the conduct of business by controllers and administrative bodies (analysis of merger and acquisition operations involving public companies, spin-off operations, asset alienation, and capital reduction, transactions with related parties, issuance of shares or convertible bonds by private subscription, and deliberations on share conversion);
Analyze complaints involving companies;

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

Analyze requests for interruption or suspension of the deadline for convening meetings; and
Presentation of Indictments (ordinary and simplified procedures).

Corporate Monitoring Management- 5 (GEA-5):

Analyze financial statements with audit reports containing modified opinions, as well as perform analyses focused on specific themes based on risks identified during the supervision work;
Analyze annual and interim financial statements disclosed by companies, when public distribution of securities occurs;
Determine republication of financial statements;
Analyze consultations and complaints involving financial statements; and
Presentation of Indictments involving financial statements.

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

Direct customer service activities for public and foreign companies are divided in the SEP between the Corporate Monitoring Managements 1 and 2 (GEA-1 and GEA-2), according to activity sectors, as per the table below.

Activity Sector Management
Agriculture (sugar, alcohol, and cane) GEA-2
Food GEA-2
Leasing GEA-1
Banks GEA-1
Beverages and tobacco GEA-2
Stock exchanges/ commodities and futures GEA-1 Toys and leisure GEA-1 Trade (wholesale and retail) GEA-2 Foreign trade GEA-2 Communication and information technology GEA-2 Civil construction, construction materials, decoration GEA-1 Real estate credit GEA-1 Packaging GEA-2 Electric energy GEA-1 Mineral extraction GEA-2 Factoring GEA-1 Pharmaceuticals and hygiene GEA-2 Printing and publishing GEA-1 Accommodation and tourism GEA-1 Financial intermediation GEA-1 Machinery, equipment, vehicles, and parts GEA-1 Metallurgy and steelmaking GEA-2 Paper and pulp GEA-2 Fishing GEA-2 Oil and gas GEA-1

COMMISSION OF SECURITIES AND EXCHANGE (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br Chemical, petrochemical, fuels, and rubber GEA-1 Reforestation GEA-2 Water and gas utilities GEA-2 Securitization of receivables GEA-1 Insurance companies and brokers GEA-1 Transport and logistics services GEA-2 Medical services GEA-2 Telecommunications GEA-2 Textile and clothing GEA-2 Participation management companies – Agriculture (sugar, alcohol, and cane) GEA-2 Participation management companies – Food GEA-2 Participation management companies – Leasing GEA-1 Participation management companies – Banks GEA-1 Participation management companies – Beverages and tobacco GEA-2 Participation management companies – Toys and leisure GEA-1 Participation management companies – Trade (wholesale and retail) GEA-2 Participation management companies – Communication and information technology GEA-2 Participation management companies – Civil construction, construction materials, and decoration GEA-1 Participation management companies – Real estate credit GEA-1 Participation management companies – Education GEA-2 Participation management companies – Packaging GEA-2 Participation management companies – Electric energy GEA-1 Participation management companies – Mineral extraction GEA-2 Participation management companies – Printing and publishing GEA-1 Participation management companies – Accommodation and tourism GEA-1 Participation management companies – Financial intermediation GEA-1 Participation management companies – Machinery, equipment, vehicles, and parts GEA-1 Participation management companies – Metallurgy and steelmaking GEA-2 Participation management companies – Paper and pulp GEA-2 Participation management companies – Oil and gas GEA-1 Participation management companies – Chemical, petrochemical, fuels, and rubber GEA-1 Participation management companies – Reforestation GEA-2 Participation management companies – Water and gas utilities GEA-2 Participation management companies – Securitization of receivables GEA-1 Participation management companies – Insurance companies and brokers GEA-1 Participation management companies – No main sector GEA-1 Participation management companies – Medical services GEA-2 Participation management companies – Transport and logistics services GEA-2 Participation management companies – Telecommunications GEA-2 Participation management companies – Textile and clothing GEA-2

It is worth highlighting that the same division applies to GEA-3 and GEA-4, with GEA-3 being a mirror of GEA-1 and GEA-4 being a mirror of GEA-2. GEA-5, in turn, is responsible for all activity sectors.

Direct customer service activities for incentivized companies are direct responsibilities of the SEP, and the table above does not apply.

COMMISSION OF SECURITIES AND EXCHANGE (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br 2 Issuer Registration
2.1 Issuer categories
In accordance with CVM Instruction No. 480/09, there are two categories of registration for securities issuers, according to the species of securities admitted to public trading (article 2):

Category A, which authorizes the trading of any securities of the issuer in regulated securities markets; and
Category B, which authorizes the trading of the issuer's securities in regulated securities markets, except for the following:
a) shares and depositary receipts of shares; or b) securities that confer on the holder the right to acquire the securities mentioned in letter "a", as a result of their conversion or the exercise of the rights inherent to them, provided they are issued by the issuer of the securities referred to in letter "a" or by a company belonging to the group of said issuer.

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

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

CVM Instruction No. 586/17 included paragraphs 3, 4, and 5 in art. 2 of CVM Instruction No. 480/09, which deal with the trading of securities of issuers in the pre-operational phase registered in Category A, applicable to issuers registered after the publication of said Instruction 586.

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

COMMISSION OF SECURITIES AND EXCHANGE (CVM)
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
2.2 Issuer registration request
The issuer registration request, as well as all documents related to public company registration requests, provided for in CVM Instruction No. 480/09, from 02.04.2018, must be submitted, exclusively, electronically via the Empresas.NET System, ceasing to be filed on paper at the Securities and Exchange Commission ("CVM").

New companies can download the Empresas.NET System, to fill out and send documents, through the CVM website (http://www.cvm.gov.br, section REGULATED ENTITIES INFORMATION, Companies, Information Submission, Empresas.NET System or via the Systems Center, Information about Companies, Document Submission Programs – Downloads – Empresas.NET Program), as well as through the B3 website (http://www.b3.com.br/pt_br/produtos-e-servicos/solucoes-para-emissores/sistema-empresas-net/).

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

In accordance with CVM Resolution No. 809/19, of 19.02.2019, the initial registrant of Category A issuer may request that the analysis of their request be carried out by the SEP in a reserved manner.

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

Furthermore, the initial issuer registration request made together with a request for reserved analysis of registration of public distribution of shares, as well as all documents related to public company registration requests, provided for in CVM Instruction No. 480/09, must be presented, exclusively, electronically via the Empresas.NET System, as guided in the following sections of this circular letter.

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

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

2.2.1 Obtaining login, password, and code by new companies for use of the Empresas.NET System

The request for provisional login, password, and code for the submission, via the Empresas.NET System, of documents related to the registration of a public company and/or public distribution of securities must be made by the Investor Relations Director (“DRI”) or their designated proxy, by sending the following information to the email suporteexterno@cvm.gov.br:

Reference: Request for authorization to submit documents via the Empresas.NET System (company requesting public company registration)
Company registration data:
- Company Name / CNPJ (Tax ID)
Applicant registration data:
- Name of the DRI or proxy / CPF (Individual Taxpayer Registry) / Email / Contact Phones

2.2.2 Inclusion of the company in the Empresas.NET System

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

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

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

2.2.3 Submission of documents

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

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

It should be noted that paragraph 1 of article 4 of CVM Instruction No. 480/09 provides that the counting of the deadline for analysis of the registration request provided for in the caput shall only begin on the date of protocol of the last document that completes the set of documents necessary for the instruction of the registration request, as indicated in Annex 3 of said Instruction.

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

2.2.4 Resubmission of documents

During the analysis process of the public company registration request, documents may be resubmitted via the Empresas.NET System to comply with eventual requirements or improvements.

It is worth clarifying that resubmitted documents will not be versioned within the Empresas.NET System.

2.2.5 After the granting of public company registration

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

The company must replace the provisional code with the definitive code in the Empresas.NET System and resubmit the Reference and Registration Forms with the updated data of the public company registration.

2.2.6 General Guidelines

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

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

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

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

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

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

It is worth clarifying that the financial statements specifically prepared for registration purposes provided for in letter a of item VIII of article 1 of Annex 3 of CVM Instruction No. 480/09 must refer to the last fiscal year immediately preceding the date of the registration request.

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

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

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

2.3 Foreign Issuers

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

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

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

a) a declaration that the issuer does not fall into any of the hypotheses mentioned in letters “a” and “b” of the previous paragraph; and b) a calculation memo made by the issuer to verify the percentage of assets located in Brazil.

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

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

Article 3 of Annex 32-I of CVM Instruction No. 480/09 provides that the following persons must appoint legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications, and summonses related to actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, including receiving correspondence, summonses, notifications, and requests for clarification:

a) the foreign issuer that sponsors a Level II or Level III depositary receipt certificates – BDR program; b) directors or persons performing functions equivalent to those of a director in the foreign issuer that sponsors a Level II or Level III depositary receipt certificates – BDR program; and c) members of the board of directors, or equivalent body, of the foreign issuer that sponsors a Level II or Level III depositary receipt certificates – BDR program.

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

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

Information regarding the Legal Representative must be included in item 5 of the Registration Form (DRI or equivalent person). Moreover, minutes of Board of Directors meetings, Board of Directors meetings, assemblies, or other documents dealing with the election or removal of the Legal Representative must be sent, via the Empresas.NET System, within the deadlines provided for in CVM Instruction No. 480/09.

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

Thus, regarding the performance of the CVM, it is incumbent upon this Autarchy notably to regulate and supervise the disclosure of information by foreign companies, mainly with regard to CVM Instructions No. 358/02 and 480/09. We also remind that the rules contained in CVM Instruction No. 481/09 are not applicable to foreign companies.

2.4 Requests for Conversion of Categories

Once registered, issuers may request, via the Digital Protocol Tool, accessible on the CVM website (http://www.cvm.gov.br/menu/atendimento/protocolodigital.html), and not via the Empresas.NET system, the conversion of one registration category to another, through a request sent to the SEP, whose procedures and requirements are regulated in articles 8 to 12 of CVM Instruction No. 480/09.

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

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

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

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

Still in accordance with Circular Letter No. 02/2019/CVM/SEP, we emphasize that, if the category conversion request presented under reserved analysis escapes control, it is the issuer's responsibility to disclose it immediately, in accordance with CVM Instruction No. 358/02.

2.5 Consequences of Non-delivery of Information

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

2.5.1 Coercive Fines

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

CVM Instruction No. 480/09 regulates the application of coercive fines for non-compliance with deadlines for the delivery of information.

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

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

In accordance with paragraphs 1 and 2 of article 58, of CVM Instruction No. 480/09, with wording given by CVM Instruction No. 586/17, the daily fine value mentioned above will be reduced by 50% if the issuer is in judicial or extrajudicial reorganization, and the fine will not be applied to the issuer who is in bankruptcy or liquidation.

It is worth highlighting that, in accordance with paragraph 2 of article 5 of CVM Instruction No. 452/07, the Superintendent may determine cumulatively the collection of a fine and the initiation of a sanctioning process, if they consider that the delay in providing information is part of a broader conduct that should be the object of responsibility assessment through the initiation of an administrative sanctioning process.

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

It is noted that the allegation that the document was sent via the Empresas.Net System within the deadline provided for in the regulation, but using the incorrect association (Category/Type/Species), may not be grounds for granting the appeal by the Department of Corporate Relations, hence we recommend consulting Chapter 3 of this Circular Letter where the correct associations to be used in the case of sending periodic documents are listed.

In this sense, the need to maintain updated registration data, especially the company’s and DRI’s addresses, in the manner recommended in this letter (see item 3.3.1 and Chapter 9) is highlighted.

Appeals must be filed via the CVM Internet page (www.cvm.gov.br), on the link “Regulated Information”/“Inspection Fee and Coercive Fine”/“Appeal against Coercive Fine”/“Appeal against Coercive Fine”/“Coercive Fine Appeal – Participants”.

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

Notwithstanding, it is worth informing that the CVM Collegiate Body, in a meeting on 23.11.2010 (CVM Process RJ2010/16497), expressed itself in the sense that item VI of CVM Deliberation No. 463/03 (which provides that if there is total or partial denial of the request for suspensive effect, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the CVM President, who will be responsible for the re-examination of the decision denying the suspensive effect) does not apply to cases involving coercive fines.

It is noted that, in accordance with item IX of CVM Deliberation No. 463/03, in the case of the existence of error, omission, obscurity, or material inaccuracies in the decision, contradiction between the decision and its grounds, the Collegiate Body will appreciate requests for reconsideration of its decision regarding the appeal.

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

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

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

Finally, we emphasize that only penalties applied by the CVM can be the object of appeal to the CRSFN, hence the cited appeal is not admissible in the case of application of coercive fines.

1 See http://www.cvm.gov.br/decisoes/2010/20101123_R1/20101123_D22.html

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

2.5.2 Publication of the list of non-compliant issuers
Article 59 of CVM Instruction No. 480/09 provides that the SEP will publish, semi-annually, on the CVM’s website, a list of issuers who are at least 3 (three) months in arrears in fulfilling any of their periodic obligations.
It should be noted that the published list refers to a specific date, so there is no question of updating or correcting the list, except in the case of undue inclusion.

2.5.3 Automatic suspension of issuer registration
Article 52 of CVM Instruction No. 480/09 provides that the SEP shall suspend the registration of issuers who fail to comply with their periodic obligations for a period exceeding 12 (twelve) months.
As provided in the sole paragraph of Article 52 of CVM Instruction No. 480/09, the SEP will inform the issuer about the suspension of its registration by means of a letter sent to its headquarters, according to the data contained in its Registration Form (see item 3.3.1), and by means of a notice on the CVM’s website.
The issuer whose registration has been suspended may request the reversal of the suspension by means of a reasoned request, sent to the SEP, accompanied by documents proving compliance with periodic obligations and any obligations in arrears, including those with delivery deadlines subsequent to the suspension of registration.
The deadlines and procedures to be observed in this request are listed in Article 53 of CVM Instruction No. 480/09.
It should be recalled that, in accordance with Article 60 of CVM Instruction No. 480/09, the repeated failure to observe the deadlines established for the presentation of periodic and eventual information provided for in that instruction constitutes a serious offense for the purposes of paragraph 3 of Article 11 of Law No. 6.385/76, subjecting those responsible to the penalties provided for in said Article 11, observing the procedure provided for in paragraph 2 of Article 9 of Law No. 6.385/76. It is emphasized that, in accordance with Article 55 of CVM Instruction No. 480/09, the cancellation and suspension of registration do not exempt the issuer, its controlling shareholder, and its administrators from liability arising from any offenses committed before the cancellation of registration.

2.5.4 Automatic cancellation of issuer registration due to non-compliance with information
Article 54 of the Instruction provides for two hypotheses for the automatic cancellation of issuer registration:
a) the extinction of the issuer; or b) the suspension of its registration for a period exceeding 12 (twelve) months.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br As in the cases of registration suspension, the SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data contained in its Registration Form (see item 3.3.1), and by means of a notice on the CVM’s website, in accordance with the sole paragraph of Article 55 of CVM Instruction No. 480/09. It is emphasized that, in accordance with Article 55 of CVM Instruction No. 480/09, the cancellation and suspension of registration do not exempt the issuer, its controlling shareholder, and its administrators from liability arising from any offenses committed before the cancellation of registration.

2.5.5 Administrative sanctioning process
As provided in Article 60 of CVM Instruction No. 480/09, it constitutes a serious offense, for the purposes provided in paragraph 3 of Article 11 of Law No. 6.385/76:
a) the disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information; b) the repeated failure to observe the deadlines established for the presentation of periodic and eventual information provided for in the instruction; and c) the failure to observe the deadline established in Article 132 of Law No. 6.404/76, for the holding of the ordinary general assembly. Regarding the delay in providing information, paragraph 1 of Article 5 of CVM Instruction No. 452/07 provides that the Superintendent shall determine the initiation of a sanctioning process when he concludes that such delay caused a risk of relevant damage to the market or to investors, considering, for this purpose, among other factors, and as applicable, the amount and dispersion of the securities issued by the participant in circulation in the market, the number of clients of the supervised entity, the transactions usually intermediated by it, and the values under administration, management, or custody. For its part, in accordance with Article 18 of CVM Instruction No. 358/02, it constitutes a serious offense, for the purposes provided in paragraph 3 of Article 11 of Law No. 6.385/76, the transgression of the provisions of that Instruction, and the CVM must communicate to the Public Ministry the occurrence of the events provided for in said Instruction that constitute a crime. Therefore, the CVM may investigate through an administrative process the eventual responsibility of the administrators (and, when applicable, the trustee, the bond trustee, the judicial administrator, the judicial manager, or the liquidator), members of the fiscal council, and shareholders of open companies for non-compliance with the provisions contained, notably, in CVM Instructions No. 358/02 and 480/09 (Article 9, item V, of Law No. 6.385/76). In this sense, and in accordance with Article 11 of Law No. 6.385/76, the penalties provided for in items I to VIII of the same article will only be imposed observing the administrative process mentioned in the previous paragraph, also observing the provisions of CVM Deliberation No. 538/08.

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

2.6 Other hypotheses for cancellation of registration
2.6.1 Voluntary cancellation of registration
CVM Instruction No. 480/09 establishes differentiated rules for the voluntary cancellation of registration, according to the category in which the issuer is registered.
Article 47 of the Instruction conditions the cancellation of registration of Category B issuers to the proof of compliance with one of the following conditions:
a) the absence of securities in circulation; b) the redemption of securities in circulation; c) the maturity of the deadline for payment of securities in circulation; d) the consent of all holders of securities in circulation regarding the cancellation of registration; or e) any combination of the hypotheses indicated in the preceding items, provided that the totality of securities is reached. If the redemption of securities in circulation or the maturity of the deadline for payment of securities in circulation has occurred, without the total payment to investors having been made, the issuer must deposit the amount due in a commercial bank and leave it at the disposal of the investors. The issuer who has made this deposit must also disclose a Relevant Fact stating:
a) the decision to cancel the registration with the CVM; b) the making of the deposit, mentioning the amount, banking institution, branch, and checking account; and c) the procedures that should be adopted by holders who have not yet received their credits to receive them.
As provided in paragraph 3 of Article 47, the consent of all holders of securities in circulation regarding the cancellation of registration may alternatively be proven by:
a) declaration of the fiduciary agent, if any; b) declaration of holders of securities attesting that they are aware and agree that, due to the cancellation of registration, the issuer's securities can no longer be traded in regulated markets; or c) unanimous deliberation in an assembly in which the totality of holders of securities is present. Securities in circulation are understood to be all securities or shares of the issuer, with the exception of those owned by the controlling shareholder, persons affiliated with him, the issuer's administrators, and those held in treasury, in accordance with Article 62 of CVM Instruction No. 480/09.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br As for the cancellation of registration in Category A, it will be conditioned, as established in Article 48 of CVM Instruction No. 480/09, with wording given by CVM Instruction No. 586/17, to the proof that:
a) the conditions of Article 47 have been met regarding all securities in circulation, except shares and depositary receipts of shares; and b) the requirements of the public offer for the acquisition of shares for the cancellation of registration for trading shares in the market have been met, in accordance with CVM Instruction No. 361/02. It should be commented that CVM Instruction No. 361/02 determines that the cancellation of registration of an open company must be preceded by a Public Acquisition Offer (OPA), formulated by the controlling shareholder or by the open company itself, with the object of all shares issued by the target company, as provided in paragraph 4 of Article 4 of Law No. 6.404/76 and according to the procedure stipulated therein. As provided in Article 34 of the aforementioned Instruction, exceptional situations justifying the acquisition of shares without a public offer or with a differentiated procedure will be appreciated by the CVM Board, for the purpose of dispensing with or approving procedures and formalities to be followed, including with respect to the disclosure of information to the public, when applicable. It is emphasized that CVM Instruction No. 480/09 provides that a foreign issuer that sponsors a depositary receipt program – Level II or Level III BDR – and wishes to cancel its issuer registration must submit to the prior approval of the CVM the procedures for discontinuation of the program, in accordance with the sole paragraph of its Article 48. The procedures to be observed in requests for voluntary cancellation are regulated in Articles 49 and 50 of CVM Instruction No. 480/09, it being noted that the Instruction determines that requests for cancellation formulated by issuers registered in Category B must be addressed to the SEP, while requests formulated by issuers registered in Category A must be addressed to the Securities Registration Superintendence – SRE. It should be recalled that Article 51 of CVM Instruction No. 480/09 provides that the issuer is responsible for disclosing the information regarding the approval or denial of the cancellation of registration to investors, in the same manner established for the disclosure of a relevant fact. It is alerted that the constitution of a wholly-owned subsidiary does not result in the cancellation of the issuer's registration. In these cases, it is necessary to send a request for cancellation of registration, in the case of Category A companies to the SRE and in the case of Category B companies to the SEP, in accordance with Articles 49 and 50 of CVM Instruction No. 480/09, formalizing the request, without which the company, although a wholly-owned subsidiary, will remain subject to all obligations and penalties provided for in the current regulation, including those regarding the updating of the registration maintained with the CVM. It should be noted that it is mandatory to send the periodic documents and information whose delivery deadline is prior to
the date on which the CVM promotes the cancellation, even if with retroactive effects.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br It is clarified, finally, that the issuer is liable for the supervision fee for the quarter in which the cancellation of its registration occurs. Thus, if the issuer has its registration cancelled in the 1st quarter and does not present the DFP form relating to the previous fiscal year, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating said fee) by means of supporting documentation, such as, for example, the publication of financial statements.

2.6.2 Automatic cancellation of issuer registration due to its extinction
According to Article 219 of Law No. 6.404/76, the company is extinguished by the closing of liquidation, as well as by merger or consolidation, and by spin-off with the transfer of all assets to other companies.
In cases of merger, consolidation, or spin-off, the cancellation of the company's registration results from its extinction and is independent of the date of homologation by a government agency, with the company being removed from the list of open companies from the date of the Ordinary General Assembly (OGA) that deliberated the merger, consolidation, or spin-off. In addition to the mandatory submission of the Minutes of the respective OGA via the Empresas.NET System, the company or its successor is requested to formally communicate the extinction to the SEP. It should be noted that it is mandatory to send the periodic documents and information whose delivery deadline is prior to the date on which the CVM promotes the cancellation, even if with retroactive effects. It is also clarified that the company is liable for the supervision fee for the quarter in which its extinction occurs in full, with no pro-rata calculation possible. Thus, if the company is extinguished in the 1st quarter, it must inform the CVM of the previous fiscal year's net equity (which will serve as the basis for calculating said fee) by means of supporting documentation, such as, for example, the publication of financial statements. It should be emphasized that, in view of Article 223, paragraph 3, of Law No. 6.404/76, if the merger, consolidation, or spin-off involves an open company, the succeeding company will also be open, and must obtain the respective registration and, if applicable, promote the admission of trading of the new shares in the secondary market, within a maximum period of 120 (one hundred and twenty) days, counted from the date of the assembly that approved the operation, observing the relevant norms issued by the Securities and Exchange Commission. In accordance with paragraph 4, the non-compliance with the provisions of Article 223, paragraph 3, gives the shareholder the right to withdraw from the company, by means of the reimbursement of the value of their shares (Article 45), within 30 (thirty) days following the end of the period referred to therein, observing the provisions of paragraphs 1 and 4 of Article 137. CVM Instruction No. 480/09, in its Article 54, item I, provides that one of the hypotheses for the automatic cancellation of the issuer's registration is its extinction. The SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data contained in its Registration Form (see item 3.3.1), and by means of a notice on the CVM’s website, in accordance with the sole paragraph of Article 54 of CVM Instruction No. 480/09.

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

3 Periodic Information
3.1 Administrative Report
Article 133 of Law No. 6.404/76 establishes that, in addition to the financial statements and other documents cited, open companies must publish the administrative report on social business and main administrative events that occurred in the last fiscal year. This document must be sent to the CVM included in the financial statements and in the DFP form (see items 3.2 and 3.3.3).
It is worth noting that, regardless of the publication provided for in paragraph 3 of Article 133 of Law No. 6.404/76, the caput of the same article requires that documents pertinent to matters included in the agenda of the Ordinary General Assembly (OGA) be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the OGA (30 days). For issuers registered in Category A, to which CVM Instruction No. 481/09 applies, it is also required, by Articles 6 and 9 of said Instruction, that, on that date, the documents and information be available on the CVM’s Internet page. The Administrative Report must be prepared by issuers in line with the recommendations contained in CVM Advisory Opinion No. 15/87 and with the information disclosed by them in section 10 of the Reference Form (Directors' Comments). The Administrative Report should cover information regarding decisions made based on guidance received from the controlling shareholder regarding the Company's activities – investments, conclusion of contracts, pricing policy, among others – as well as the effects of such decisions, quantifying whenever possible, in the Company's performance. If applicable, it is also important to describe the main investments made as a result of the exercise of public policies. Finally, the Report should address the prospects and plans for the current and future fiscal years, especially those related to the goals the Company should pursue in compliance with its social object, based on premises and objective grounds, and, if applicable, in light of what is defined in Multi-Year Plans. It is emphasized that Article 2 of CVM Instruction No. 381/03 determines that issuers must disclose in the Administrative Report the following information regarding the provision, by the independent auditor or by parties related to it, of any service that is not external audit:
a) the date of contracting, the duration period, if more than one year, and the indication of the nature of each service provided; b) the total value of contracted fees and its percentage in relation to fees related to external audit services; c) the policy or procedures adopted by the company to avoid the existence of conflict of interest, loss of independence, or objectivity of its independent auditors; and d) a summary of the justification presented by the auditor to the issuer's administration regarding the reasons why it understood that the provision of other services did not affect the independence and objectivity necessary for the performance of external audit services (Article 3 of the Instruction).

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br Even in the event that independent auditors have not provided other services besides external audit, the company must make this information clear in the Administrative Report.
It is emphasized that paragraph 2 of Article 2 of CVM Instruction No. 381/03 allows issuers to omit the information required in letter “b” above, when the total value of contracted fees represents less than 5% (five percent) of the fees related to external audit services.
We draw attention to the fact that even in this case, the issuer's obligation to provide the other information demanded in Article 2 of CVM Instruction No. 381/03, cited above, will persist.
Let us recall that CVM Instruction No. 381/03 also requires that information provided in the Administrative Report on the subject be updated in the ITR Forms when there is a change resulting from the conclusion, cancellation, or modification of a service provision contract that is not for audit (item II of paragraph 1 of Article 2 of the Instruction). The required update must be performed in the ITR Forms in the field designated for “Performance Commentary”. If the company uses calculated financial metrics, such as, for example, EBITDA – Earnings Before Interest, Taxes, Depreciation, and Amortization, it must present the reconciliation with the accounting items expressed in the financial statements, in accordance with CVM Instruction No. 527/12.

3.2 Financial Statements
As provided in paragraph 2 and caput of Article 25 of CVM Instruction No. 480/09, the issuer must deliver to the CVM, via the Empresas.NET System (see Chapter 9), the financial statements and, if applicable, the consolidated statements on the same date they are made available to the public, a date that must not exceed, in the case:
a) of national issuers, 3 (three) months from the end of the fiscal year; and b) of foreign issuers, 4 (four) months from the end of the fiscal year.
It is alerted that paragraph 1 of Article 25 of CVM Instruction No. 480/09 determines that the financial statements of national or foreign issuers must be accompanied by the following documents:
a) administrative report; b) independent auditor's report; c) fiscal council's opinion or equivalent body, if any, accompanied by any dissenting votes; d) capital budget proposal prepared by the administration, if any; e) declaration by the directors responsible for preparing the financial statements in accordance with the law or the articles of association that they reviewed, discussed, and agree with the opinions expressed in the “independent auditors' opinion” (independent auditors' report), stating the reasons, in case of disagreement;

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

f) declaration by the directors responsible for preparing the financial statements, in accordance with the law or the company’s bylaws, that they have reviewed, discussed, and agreed with the financial statements; g) summary annual report, if the issuer adopts the statutory audit committee provided for in specific regulation; h) if applicable, opinion or report by an audit committee addressing the financial statements, even if such committee is not a member of Instruction CVM No. 308/99 or is not statutory. The submission of the summary annual report of the Statutory Audit Committee is mandatory for all companies that utilize the prerogative established in the caput of article 31-A of Instruction CVM No. 308/99, with the wording given by article 1 of Instruction CVM No. 509/2011, by meeting, among others, the requirements established in this article and in articles 31-B and 31-C of Instruction CVM No. 308/99. If the company does not have a Statutory Audit Committee for the purposes of article 31-A of Instruction CVM No. 308/99, the company will only be obligated (in the form of article 25, paragraph 1, item IX, of Instruction CVM No. 480/09 and the sole paragraph, item III, of article 9 of Instruction CVM No. 481/09) to present an opinion on the financial statements issued by an audit committee (statutory or not) or an equivalent body to the fiscal council, if that committee or body has issued such opinion. It is emphasized that, if a fiscal council is operating or an equivalent body (in the case of foreign companies), the company must, in any case, send, together with the financial statements, the opinion issued by this body, accompanied by any dissenting votes. In this regard, notwithstanding the obligation to send the aforementioned opinion together with the financial statements, it must also be presented in the DFP (Standardized Financial Statements Form), for now, under “Other Information that the Company Deems Relevant,” as also explained in item 3.3.3 of this Circular Letter. In this sense, it is worth remembering that, through the circular letters SNC/SEP issued in 2013, 2016, 2017, 2018, and 2019, the CVM issues guidance regarding relevant aspects to be observed in the preparation of Financial Statements. In this regard, it is recommended that companies separately report debts in local currency and debts in foreign currency. In this sense, the Company may take as a basis the items provided for in the DFP and ITR forms (item codes nos 2.01.04.01.01, 2.01.04.01.02, 2.02.01.01.01 and 2.02.01.01.02). As provided for in article 27 of Instruction CVM No. 480/09, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, and these issuers may choose to prepare them according to:
a) Law No. 6.404/76 and CVM norms; or b) international accounting standards issued by the International Accounting Standards Board – IASB.
Given that the norms issued by the CVM are fully convergent with international standards, consolidated financial statements must be prepared in accordance with these rules.

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

It should be noted that foreign issuers that have their headquarters in a Mercosur member country must prepare and disclose financial statements in accordance with international accounting standards issued by the IASB, according to MERCOSUR Decision No. 31/10 incorporated through CVM Resolution No. 659/11. This decision was incorporated into Instruction CVM No. 480/09 through the changes arising from Instruction CVM No. 552/14. The financial statements of foreign issuers must be audited by an independent auditor registered with the CVM or by a competent authority in the issuer’s country of origin (item II of article 27). In the latter case, the issued report must be accompanied by a special review report prepared by an independent auditor registered with the CVM, as required in the sole paragraph of article 27 of Instruction CVM No. 480/09. For open companies, article 133 of Law No. 6.404/76 provides for the publication of financial statements up to 5 (five) days before the holding of the Ordinary General Assembly (OGA), noting that, in accordance with article 295, paragraph 1, item “c” of the same law, consolidated financial statements must also be published. In this case, it is also necessary to publish a Notice to Shareholders, 1 (one) month before the OGA (30 days), informing of the availability of the financial statements at the company’s headquarters. According to article 133, paragraph 5 of Law No. 6.404/76, the issuer is exempt from publishing the notices provided for in the caput of said article when the documents (notably the financial statements) are published up to 1 (one) month before the date scheduled for the holding of the OGA.
Article 289 of Law No. 6.404/76 determines that financial statements must be published in the official organ of the Union, State, or Federal District, depending on where the company’s headquarters is located, and in another newspaper of large circulation published in the locality where the company’s headquarters is located.
Therefore, it is sufficient for the company to use the aforementioned media for its publications, with no longer a need to publish in a newspaper of large circulation in the localities where the company’s securities are traded on a stock exchange or in an over-the-counter market.
Publications will always be made in the same newspaper, chosen in a meeting of the Board of Directors, and any change must be preceded by notice to shareholders in the extract of the minutes of the OGA, in accordance with paragraph 3, of article 289, of Law No. 6.404/76.
National and foreign issuers must send to the CVM the financial statements prepared according to the aforementioned criteria, through the Empresas.NET System, category “Economic-Financial Data”, type “Complete Annual Financial Statements”.
It should be noted that the financial statements and other documents listed in article 25 of Instruction CVM No. 480/09 must be presented in a single file, in .doc or .pdf format, in the form of a “complete set of statements”, and the sending of the digitized version of the newspaper publication, or other formats that hinder reading or printing, is not admissible. Still in this sense, we draw attention that the sending of the PDF version of the Standardized Financial Statements Form (DFP Form) does not fulfill the purpose of delivering the financial statements required by force of article 25, caput and paragraph 2, of Instruction CVM No. 480/09.

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

When sending the financial statements, the fields regarding the dates and newspapers of the publications must be filled in, and in the case of publication in accordance with paragraph 3, of article 133, of Law No. 6.404/76, the expected publication date must be indicated.
Given the importance of the document, in line with the provisions of article 5 of Instruction CVM No. 358/02, the company must disclose its Financial Statements, whenever possible, before the start or after the closing of trading on the stock exchange or organized over-the-counter market where the securities of its issuance are admitted to trading. We highlight that the sending of the DFP Form does not dispense with the sending of the financial statements that served as the basis for its completion. We emphasize that article 176 of Law No. 6.404/76 establishes that the responsibility for preparing the financial statements of an open company lies with its board of directors. Instruction CVM No. 480/09, in items V and VI of paragraph 1 of its article 25, determines that the financial statements must be accompanied by declarations by the directors responsible for preparing them, in accordance with the law or the company’s bylaws, in which they inform that (i) they have reviewed, discussed, and agreed with the opinions expressed in the independent auditors’ report, stating the reasons, in case of disagreement; and (ii) they have reviewed, discussed, and agreed with the financial statements. The SEP has observed that, in certain cases, the aforementioned declarations are not signed by all directors of the Company to whom such competence has been attributed. In this sense, we emphasize the need for the aforementioned signatures to comply with items V and VI of §1 of article 25 of Instruction CVM No. 480/09. On 02.05.2013, CVM Resolution No. 709 was issued, which approved Technical Orientation OCPC 06 – Presentation of Pro Forma Financial Information. Pro forma financial information may only be presented when so qualified and provided that the purpose is duly justified, such as in cases of corporate restructuring, acquisitions, sales, mergers, or spin-offs of businesses. We have observed that this financial information has been submitted in various different ways in the Empresas.net System (“Market Communication”; “Economic-Financial Data” or “Administration Meeting”, for example). The SEP understands that the disclosure of pro forma financial information must be standardized, allowing the user of accounting information to access it quickly and accurately. Therefore, we guide that the submission of this pro forma financial information by the Empresas.net System should be done through the Category: “Economic-Financial Data”/Type: “Additional Financial Statements”. Meeting on 01.11.2016, the CVM Collegiate Body 2 understood that the revocation of Instruction CVM No. 207/94 removed the act of publishing summary statements from the minimum mandatory informational set, but did not prohibit it from occurring spontaneously and additionally to this set.

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

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

According to this understanding, there would be no prior prohibition on the disclosure of financial statements in summary form in newspapers of large circulation, provided that the content and form requirements established by articles 14 to 19 of Instruction CVM No. 480/09 are observed, and it is recommended that the newspapers and dates of publication of the complete financial statements be indicated, in accordance with article 289 of Law 6.404/76. We remind you that these summary financial statements do not confuse with the possibility of summary publication, provided for in art. 19 of Law 13.043/14, for those companies that meet the requirements present in the list of art. 16 of the cited Law. It is worth highlighting that, according to article 25, Item VIII of Instruction CVM No. 308/99 (with wording given by Instruction CVM No. 591, of 26.10.2017), independent auditors must communicate the main audit matters in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the independent audit professional standards approved by the Federal Accounting Council – CFC. In light of this, and in alignment with the decision of the CVM Collegiate Body, in a meeting on 07.02.2017, all open, foreign, and incentivized companies registered with the CVM must present their individual and consolidated financial statements, with a base date subsequent to the effectiveness of Instruction CVM No. 591/17, accompanied by an independent audit report containing the section relating to the main audit matters (PAA).
3.2.1 Financial institutions authorized to operate by the Central Bank of Brazil
The CVM, through Instruction CVM No. 457/07, determined that open companies must, from the fiscal year ending in 2010, present their consolidated financial statements adopting the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB.
Regarding issuers that are financial institutions, it is worth noting that article 22 of Law No. 6.385/76 establishes, in its paragraph 2, that the norms issued by the CVM regarding the management report and financial statements, as well as accounting standards, apply to financial institutions and other entities authorized to operate by the Central Bank of Brazil, insofar as they are not conflicting with the norms issued by it. The Central Bank of Brazil, through Resolution No. 3.786/09, established the following:
Financial institutions and other institutions authorized to operate by the Central Bank of Brazil, constituted in the form of an open company or that are obliged to constitute an audit committee in accordance with current regulation, must, from the base date of December 31, 2010, prepare and annually disclose consolidated accounting statements adopting the international standard, according to the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Accounting Standards Committee Foundation (IASC Foundation).

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

Thus, there is convergence between the norms issued by the CVM and the norms issued by the Central Bank of Brazil regarding the accounting standard to be adopted, in consolidated financial statements, by entities authorized to operate by the Central Bank of Brazil. It is worth noting that the exceptional criteria and deadlines provided, respectively, in Letter-Circular No. 3.435/10 3 and Circular No. 3.516/10 4, applied only to consolidated financial statements, prepared based on the international accounting standard issued by the IASB, referring to the base date of December 31, 2010. In light of the above, issuers that are institutions authorized to operate by the Central Bank of Brazil must prepare and make available to their shareholders, within the period mentioned in article 133, of Law No. 6.404/76 (i) individual financial statements for the end of the fiscal year prepared in observance of the norms issued by the Central Bank and the norms issued by the CVM, insofar as they do not conflict with norms issued by the Central Bank regarding the same matter; and (ii) consolidated financial statements prepared according to the international accounting standard, according to the pronouncements issued by the International Accounting Standards Board – IASB. If Companies prepare and publicly disclose consolidated financial statements in a different accounting standard (for example, in observance of the norms issued by the Central Bank), they must send them, via the Empresas.NET System, on the same date of their public disclosure, through the category “Economic-Financial Data”, type “Additional Financial Statements”. Regarding quarterly information, the Central Bank of Brazil, through Resolution CMN No. 3853/10, determined that “financial institutions [...] constituted in the form of an open company [...] that disclose consolidated intermediate accounting statements, must observe the pronouncements issued by the International Accounting Standards Board (IASB), translated into Portuguese by a Brazilian entity accredited by the International Accounting Standards Committee Foundation (IASC Foundation)”. However, through Letter Circular No. 3.447/10, the Central Bank of Brazil clarified that “article 1 of Resolution CMN No. 3.853/10, by applying exclusively to institutions that disclose consolidated intermediate accounting statements prepared in the international accounting standard, in accordance with the pronouncements issued by the International Accounting Standards Board (IASB), did not establish the obligation to disclose consolidated intermediate accounting statements in this standard, nor did it prohibit the disclosure of consolidated intermediate accounting statements prepared in a different accounting standard”.

3 Letter-Circular No. 3.435/10 established that, for the purpose of preparing the opening balance sheet of consolidated accounting statements, according to the pronouncements issued by the IASB, the following opening dates should be observed:
I - January 1, 2010, for institutions that do not present consolidated accounting statements in a comparative manner; II - January 1, 2009, for institutions that opt to make a comparative presentation of consolidated accounting statements for the years 2010 and 2009; or III - January 1, 2008, for institutions that opt to make a comparative presentation of consolidated accounting statements for the years 2010, 2009, and 2008. 4 Circular No. 3.516/10 extended to up to one hundred and twenty days the period provided for in article 1 of Circular No. 3.472, of October 23, 2009, for the disclosure of consolidated accounting statements, prepared based on the international accounting standard issued by the International Accounting Standards Board (IASB), referring to the base date of December 31, 2010.

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

It is verified that the norms issued by the Central Bank of Brazil do not prohibit, but make optional, the disclosure of consolidated intermediate accounting statements prepared in the international accounting standard.
Item I of article 29 of Instruction CVM No. 480/09 establishes that the ITR Form must be filled in with the data of the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer.
In 2013, the Brazilian Federation of Banks – FEBRABAN submitted a query to the Superintendence of Corporate Relations, through which it requested that the understanding be adopted that the preparation of consolidated intermediate financial statements in IFRS would not be mandatory for financial institutions. For this reason and in view of the provisions of article 22 of Law No. 6.385/76, the Superintendence of Corporate Relations submitted the matter to the appreciation of the Central Bank of Brazil, which has been maintaining contact with the CVM and continues to analyze the issue. Nevertheless, the Superintendence of Corporate Relations informs that, in the event of a request for initial registration of an open company in category A, financial institutions and other entities authorized to operate by the Central Bank of Brazil must fill in the Quarterly Information Forms (ITRs) making their consolidated intermediate financial statements in the IFRS standard appear.
3.2.2 Early disclosure of financial information
The early disclosure of financial information, which will be disclosed subsequently in the financial statements, must be carried out exceptionally. If the company opts for the early disclosure of certain data, it must do so in an equitable manner and emphasize that they are preliminary information, informing, even, whether they have, or have not, been audited or reviewed by independent auditors. It is worth remembering that, in accordance with article 14 of Instruction CVM No. 480/09, the information disclosed must be true, complete, and consistent, and must not induce investors to error. It is emphasized that this exceptional disclosure must be made through a Relevant Fact, since, by definition, financial statements are considered relevant by Instruction CVM No. 358/02. Finally, it is worth remembering that, in the event of early disclosure of financial information, the trading ban period provided for in article 13, paragraph 4, of Instruction CVM No. 358/02 is also advanced.
3.2.3 Capital Budget
Article 196 of Law No. 6.404/76 provides that the capital budget to be approved in a general assembly must comprise all sources of resources and applications of capital, fixed or current, and will be submitted by the administration bodies to the assembly, with the justification of profit retention proposed.

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

Regarding issuers registered in Category A to which CVM Instruction No. 481/09 applies, it is alerted that the aforementioned Instruction requires, through item II of paragraph 1 of article 9 and item 15 of Annex 9-1-II, that, if a proposal for profit retention is included in the capital budget, the company must make available to shareholders, at least one month before the date scheduled for the holding of the Annual General Meeting (AGO), information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with article 196 of Law No. 6.404/76, comprising all sources of resources and applications of capital, fixed or current.

The other issuers, although not subject to the form and content of the information required by CVM Instruction No. 481/09, must make available to shareholders, at least one month before the date scheduled for the holding of the AGO, information on the amount of the proposed retention, as well as a copy of the capital budget prepared in accordance with articles 133 and 196 of Law No. 6.404/76, comprising all sources of resources and applications of capital, fixed or current.

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

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

3.3 Periodic Forms
3.3.1 Registration Form
The Registration Form is an electronic document, of periodic and eventual submission, provided for in article 22 of CVM Instruction No. 480/09, whose content reflects Annex 22 of the aforementioned Instruction.
Its objective is to gather in a single document information about the main data and characteristics of the issuer and the securities issued by it, which were previously made available to the market in a dispersed manner.

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

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

It is also alerted that, regardless of this update, annually the issuer must confirm, by May 31 of each year, that the information contained in the registration form remains valid, as provided for in the sole paragraph of article 23 of CVM Instruction No. 480/09.
This confirmation must be made by delivering the first version of the Registration Form of the current year, by May 31, its filling out being carried out in a complete and adequate manner to what is required by CVM Instruction No. 480/09, observed, in addition, art. 14 of the aforementioned instruction.

Finally, we alert that letter “c” of item 2.1 of the Registration Form was changed to also request the trading code of each species or class of shares admitted to trading, as given by CVM Instruction No. 586/17.

3.3.2 Reference Form
a. Annual Submission of the Form
The Reference Form is an electronic document, of periodic and eventual submission, provided for in article 24 of CVM Instruction No. 480/09, whose content reflects Annex 24 of the aforementioned Instruction. In the case of issuers registered in Category B, the fields marked with “X” are optional to fill out.

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

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

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

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

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

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

In the annual submission of the Reference Form, the end date of the social exercise to which the Form to be delivered refers must be indicated as “Reference of FRE”.

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

b. Update of the Reference Form
CVM Instruction No. 480/09 provides, in paragraph 3 of article 24, certain events that impose the obligation of issuers registered in Category A to update, within 7 (seven) business days counted from the date of occurrence of the event, the fields of the Reference Form whose information are affected by the incidence of the events described below:
a) change of administrator, member of the fiscal council, member of a statutory committee or member of the audit, risk, financial and remuneration committees, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the administration or management bodies of the issuer as consultants or auditors; b) change in social capital; c) issuance of new securities, even if subscribed privately; d) change in the rights and advantages of the issued securities; e) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; f) when any natural or legal person, or group of people representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, provided that the issuer is aware of such alteration; g) incorporation, share incorporation, merger or spin-off involving the issuer; h) change in projections or estimates or disclosure of new projections and estimates; i) celebration, alteration or termination of a shareholders’ agreement filed at the issuer’s headquarters or from which the controller is a party regarding the exercise of the right to vote or control power of the issuer; j) declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; and k) communication, by the issuer, of the change in the independent auditor in accordance with specific regulation.

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

In the same way, issuers registered in Category B, in accordance with paragraph 4 of article 24 of the aforementioned Instruction, must also update, within 7 (seven) business days, counted from its occurrence, the fields of the form whose information are affected by the incidence of the following events:
a) change of administrator; b) issuance of new securities, even if subscribed privately; c) change in controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; d) incorporation, share incorporation, merger or spin-off involving the issuer; e) change in projections or estimates or disclosure of new projections and estimates; f) declaration of bankruptcy, judicial reorganization, judicial or extrajudicial liquidation or judicial homologation of extrajudicial reorganization; and g) communication, by the issuer, of the change in the independent auditor in accordance with specific regulation.

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

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

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

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

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

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

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

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

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

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

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

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

In the resubmission of the Reference Form, issuers must indicate as “Reference of FRE” the end date of the same social exercise 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 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, it not being expected that in the resubmission resulting from a request for registration of public distribution the information contained therein undergo substantial alterations, beyond those that would necessarily have to be made to update the document in this situation, including in cases expressly provided for in Annex 24 of CVM Instruction No. 480/09.

In the case of the resubmission of the Reference Form due to a request for registration of public distribution of securities, the new occupants of the positions of president and director of investor relations must sign the declaration provided for in item 1.1 of the reference form, as provided for in paragraph 1 of article 24-A of CVM Instruction No. 480/09.

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

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

According to article 28 of CVM Instruction No. 480/09, the DFP form must be filled out with the data of the financial statements prepared in accordance with the accounting rules applicable to the issuer, in accordance with articles 25 to 27 of the Instruction, and delivered:
a) by the national issuer, within 3 (three) months after the closing of the fiscal year or on the same date of sending the financial statements, if this occurs on an earlier date; b) by the foreign issuer, within 4 (four) months of the closing of the fiscal year or on the same date of sending the financial statements, if this occurs on an earlier date.

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

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

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

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

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

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

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

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

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

According to article 29 of CVM Instruction No. 480/09, the ITR form must be filled out with the data of the quarterly accounting information prepared in accordance with the accounting rules applicable to the issuer, in accordance with articles 25 to 27 of the Instruction, and delivered within 45 (forty-five) days after the end of each quarter of the fiscal year, except for the last one, accompanied by a special review report, issued by an independent auditor registered with the CVM.

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

We draw attention that, according to the request contained in Item II of paragraph 1 of the aforementioned article 29 (with wording given by CVM Instruction No. 586, of 08.06.2017), the ITR Form must be accompanied by the special review report, issued by an independent auditor registered with the CVM, as well as by the directors’ declarations provided for in items V and VI of paragraph 1 of article 25 of the aforementioned Instruction.

The obligation of the Fiscal Council regarding the ITR Form is provided for in item VI of article 163 of Law No. 6.404/76.

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

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

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

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

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

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

It is worth alerting that the ITR form of open companies registered in Category A must contain consolidated accounting information whenever such issuers are required to present consolidated financial statements, in accordance with Law No. 6.404/76, as determined by paragraph 2 of article 29 of CVM Instruction No. 480/09.

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

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

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

In the understanding of the SEP, corroborated by the Specialized Federal Prosecutor's Office at the CVM, it is not possible to require that the members of the Administrative Council explicitly approve the quarterly financial information of the open company.

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

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

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

In the understanding of this Superintendence, the company could not deny prior access to quarterly information (before its disclosure to the market), if there has been a request by any member of the Administrative Council. It is emphasized that the members of this body, as well as other administrators, have the duty to keep confidential relevant information not yet disclosed (article 155, paragraph 1 of Law No. 6.404/76). The eventual prior access to quarterly information would be within this legal duty of confidentiality.

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

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

3.3.5 Securitization Company Reports
a. Quarterly Report of Securitization Company – Real Estate CVM Instruction No. 480/09 stipulates that issuers whose object is the securitization of real estate credits must send a quarterly report to the CVM, within the same deadline for delivery of Quarterly Information Forms – ITR and Standardized Financial Statements – DFP.

The objective of the new form is to expand and improve the volume of information provided about securitization operations, allowing the investor to have easier and more detailed access to the data of these operations, contributing to the development of this market.

The Quarterly Report of Securitization Companies, the content of which must reflect the provisions of Annex 32-II to CVM Instruction No. 480/09, must be sent via the Empresas.NET system (see Chapter 9).

Guidance for the preparation of the Quarterly Report of Securitization Companies can be obtained in the CIRCULAR LETTER/CVM/SIN/SEP/No. 01/2012 5.

b. Monthly Report of Securitization Company – Agribusiness The Monthly Report of Securitization Company is an electronic document whose form reflects article 1 of Annex 32 – III of CVM Instruction No. 480/09, in which it states that “securitization companies must send to the CVM via electronic system available on the CVM website on the world wide web the following monthly report for each issuance of agribusiness receivables certificates, within 30 (thirty) days”.

Considering the provisions of paragraph 2 of article 40 of CVM Instruction No. 600/18, the delivery of the securitization company report (agribusiness) has become monthly and must be sent, in .pdf format, in the document category “Monthly CRA Report”, available in Empresas.NET. A single .pdf document must bring the reports of all issuances of the company.

At an appropriate time, after communication to the market by the CVM, a new system for receiving information from these companies will be made available, applying to all issuances.

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

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

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

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

5 See http://www.cvm.gov.br/legislacao/oficios-circulares/sin-sep/oc-sin-sep-0112.html

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

3.4 Ordinary General Assembly – OGA
According to the statement of article 132 of Law No. 6.404/76, annually, in the first four months following the end of the social year, there must be an ordinary general assembly (OGA) to take the accounts of the administrators, examine, discuss and vote on the financial statements, deliberate on the destination of the net profit of the year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

In accordance with article 60, item III, of CVM Instruction No. 480/09, failure to observe the deadline set in article 132 of Law No. 6.404/76 for the holding of the ordinary general assembly is considered a serious offense.

3.4.1 Communication of article 133 of Law No. 6.404/76
Article 133 of Law No. 6.404/76 establishes that administrators must communicate, up to 1 (one) month before the date scheduled for the holding of the OGA, by announcements published in the manner provided for in article 124 (see item 3.4.3), that the documents indicated below are available to shareholders, and it must be specified in the announcements the location or locations where shareholders can obtain copies of these documents:
a) the administration report on social business and the main administrative facts of the year ended; b) a copy of the financial statements; c) the report of independent auditors; d) the opinion of the fiscal council, including dissenting votes, if any; and e) other documents pertinent to matters included in the agenda.

At least 5 (five) days before the date scheduled for the holding of the OGA, the company must publish the documents cited in letters “a”, “b” and “c” above (paragraph 3 of article 133). It is worth highlighting that, regardless of this publication, the caput of article 133 of Law No. 6.404/76 requires that documents pertinent to matters included in the agenda of the OGA be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the assembly (30 days).

The OGA that gathers all shareholders may consider the lack of publication of announcements or the non-observance of the deadlines referred to in article 133 of Law No. 6.404/76 and in item VIII of article 21 of CVM Instruction No. 480/09 to be cured, but the publication of the documents and their sending via the Empresas.NET System before the holding of the assembly is mandatory (paragraph 4 of article 133).

According to article 133, paragraph 5 of Law No. 6.404/76, the issuer is exempt from the publication of the announcements provided for in the caput of said article when the documents (notably the financial statements) are published up to 1 (one) month before the date scheduled for the holding of the OGA.

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

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

It is worth highlighting that, regardless of the publication provided for in paragraph 3 of article 133 of Law No. 6.404/76, the caput of this article requires that documents pertinent to matters included in the agenda of the OGA be made available to shareholders, at the company's headquarters, up to one month before the date scheduled for the holding of the OGA (30 days), and it is also required by article 21, VIII, of CVM Instruction No. 480/09 that, within the same deadline, all documents necessary for the exercise of voting rights at the OGA must be available on the CVM Internet page.

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

g) proposal for the destination of the net profit of the year that must contain, at a minimum, the information indicated in Annex 9-1-II of the Instruction (sent via Empresas.NET System by the “Assembly” category, type “OGA” or “OGA/E”, species “Administration Proposal”, subject “Destination of Results”); and h) opinion of the audit committee, if any (sent via Empresas.NET System by the “Administrative Meeting” category, type “Audit Committee”, species “Minutes”, subject “Opinion on Financial Statements” – see item 3.2).

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

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

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

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

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

According to the decision of the Collegiate Body of 27.09.2011 (CVM Process RJ2010/14687) 6, companies that have calculated a loss in the year are not required to present the information indicated in Annex 9-1-II of CVM Instruction No. 481/09.

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

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

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

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

As a result, we alert issuers that, if the election of administrators or members of the fiscal council or the fixing of their remuneration are included in the agenda of the OGA, issuers registered in Category A for which CVM Instruction No. 481/09 applies must provide, at a minimum, the documents and information required by articles 10 and 12 of CVM Instruction No. 481/09 within 1 (one) month before the date scheduled for the holding of the conclave.

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

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

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

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

To meet the requirement of article 9, item III, and article 12, item II, of CVM Instruction No. 481/09, companies registered in category A for which CVM Instruction No. 481/09 applies must present the information required for sections 10 and 13 of the Reference Form, in accordance with Annex 24 of CVM Instruction No. 480/2009. According to the understanding expressed by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 7, the definition of the number of members of the Administrative Council, when the social statute provides for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of article 141 of Law No. 6.404/76 8, the most appropriate procedure is the disclosure, in the convening notice, that in its agenda the number of members to compose the Administrative Council of the Company will be deliberated.

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

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

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

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

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

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

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

Furthermore, we remind you that regarding the indications of candidates for member of the board of directors/fiscal council, companies that adopt remote voting obligatorily or facultatively must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6).

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

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

In order to allow investors to better understand the remuneration proposal (item I of article 12 of CVM Instruction No. 481/09) and support the decision to be made by them, it is recommended that issuers include, in the remuneration proposal, information on:

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

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

a) period to which the remuneration proposal refers (for example, if from the current EGM until the next); b) values approved in the previous proposal and values actually realized, clarifying the reason for any differences; and c) any differences between the values of the current proposal and the previous proposal and those contained in item 13 of the company's Reference Form, clarifying, for example, if they are due to the non-correspondence between the period covered by the proposals (letter "a") and the period covered by the Reference Form (social year).

Whenever the agenda of the meeting includes an item regarding the commitment to indemnity for administrators, it is recommended that the management proposal include the necessary information for shareholders to make a decision.

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

The documents made available to shareholders must contain the information necessary to understand the matters to be discussed at the meeting. As provided in CVM Instruction No. 481/09, the information and documents provided to shareholders must be true, complete and consistent, drafted in clear, objective and concise language and must not induce investors to error.

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

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

Finally, it is highlighted that there is no possibility of dispensing with the delivery of the Management Proposal for issuers registered in Category A for which CVM Instruction No. 481/09 applies, since, at a minimum, the company must provide up to 1 (one) month before the date set for the holding of the EGM the administrators' comment on the financial situation of the company, in accordance with item 10 of the Reference Form, as required by article 9, item III, of CVM Instruction No. 481/09.

It is also emphasized that, in accordance with paragraph 4 of article 133 of Law No. 6.404/76, the attendance of all shareholders at the EGM only allows the delivery of the Management Proposal outside the deadline provided in the caput of the article, if this document is published before the holding of the meeting.

Finally, it is important to emphasize that the Remote Voting Bulletin document should not be part of the management proposal to the meeting or the participation manual, as it is a document with specific rules for presentation and submission.

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

b. Issuers registered in Category B and in Category A for which CVM Instruction No. 481/09 does not apply

Although CVM Instruction No. 481/09 does not apply to open companies registered in Category B and to those registered in Category A for which CVM Instruction No. 481/09 does not apply, it is necessary to alert that these issuers are obliged, in accordance with article 133, item V, of Law No. 6.404/76 and article 21, item VIII, of Instruction No. 480/09, to send the other relevant documents on matters included in the agenda of the meeting (sent by the Empresas.NET System, category "Assembly", type "EGM" or "EGM/E", species "Management Proposal", choosing relevant matters according to the orientations provided in this Letter (see item "a" above).

The management proposal for the EGM must be delivered up to one month before the date set for the holding of the meeting (30 days).

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

If the EGM is also convened to elect administrators or members of the fiscal council or to fix the remuneration of administrators, issuers registered in Category B and those registered in Category A for which CVM Instruction No. 481/09 does not apply must provide sufficient information so that shareholders can know the candidates indicated for election and the proposed remuneration policy. Such information must be included in the management proposal, which must be sent through the Empresas.NET System, category "Assembly", type "EGM" or "EGM/E", species "Management Proposal", subject "Election of members of the Boards of Directors and Fiscal Council" or "Remuneration of administrators and councilors".

If the bylaws or any appointment or indication policy establish minimum requirements for the indication of members of the Board of Directors or the Fiscal Council, the Management Proposal must indicate the adherence of the candidates' profile to these requirements, thus allowing the informed decision of shareholders.

It is also recommended to disclose the minutes of the meeting of the Board of Directors or the Nomination, Indication or equivalent committee, if any, in which the adherence of the indicated persons to these requirements was analyzed.

According to understanding stated by the CVM Collegiate Body in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 9, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation at the general meeting of shareholders.

Thus, without prejudice to the provisions of paragraph 7 of article 141 of Law No. 6.404/76 10, the most adequate procedure is the disclosure, in the convening notice, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated.

9 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 10 "Article 141. (...) §7º Whenever, cumulatively, the election of the board of directors takes place by the multiple voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be ensured to

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

According to decision of the Collegiate Body of 27.09.2011 (CVM Process RJ2010/14687) 11, companies that have incurred a loss in the fiscal year are exempt from presenting information regarding the allocation of the fiscal year result.

Companies that fall into this situation must inform in the Management Proposal that information regarding the allocation of the fiscal year result is not being presented due to the determination of a loss in the fiscal year.

shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to those elected by other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body."
11 See http://www.cvm.gov.br/decisoes/2011/20110927_R1/20110927_D01.html

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

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

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

Finally, the decision of the Collegiate Body in the meeting held on 23.10.2018 (Process 19957.009104/2018-46) is highlighted, in the sense that there is no reason to require the electronic delivery of the proposal for the Board of Directors for general meetings of companies whose total share capital is held, directly or indirectly, by a single shareholder.

3.4.3 Convening Notice for EGM

In accordance with item II of paragraph 1 of article 124 of Law No. 6.404/76, the convening of a general meeting of an open company shall be made by means of an announcement published at least three times, containing, in addition to the location, date and time of the meeting, the agenda, with the deadline for the first convening being 15 (fifteen) days and for the second convening, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of article 124 of Law No. 6.404/76. However, SEP recommends that the convening notice for EGM or EGM/E be published and disclosed in the Empresas.NET System with at least 30 days' advance notice relative to the holding of the meeting, simultaneously with the Management Proposal.

It is worth remembering that, in accordance with the caput and the sole paragraph of article 8 of CVM Instruction No. 559/15, the issuer of shares that serve as collateral for a sponsored DR program must convene a general meeting with a minimum deadline of 30 (thirty) days' advance notice, except in cases where the species or class of shares that underlie the certificates do not have voting rights on any of the matters contained in the agenda of the respective meeting.

It is emphasized that for the holding of a meeting in second convening, the publication of a new Notice is necessary. It is considered irregular to include the second convening of the EGM already in the Notice of the first convening.

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

The convening notices for EGM and EGM/E of issuers registered in both Category A and Category B must explicitly enumerate, in the agenda, all matters to be deliberated, with the use of the rubric "general matters" for matters that require assembly deliberation being prohibited.

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

In the case of meetings intended for the election of members to the Board of Directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting, in accordance with article 141 of Law No. 6.404/76, must necessarily appear in the convening notice, as determined in article 4 of CVM Instruction No. 481/09 and article 3 of CVM Instruction No. 165/91.

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

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

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

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

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

A copy of the convening notice for the ordinary general meeting must be sent to CVM, through the Empresas.NET System, category "Assembly", types "EGM" or "EGM/E", species "Convening Notice", up to 15 (fifteen) days before the date set for the holding of the ordinary general meeting or on the same day of its first publication, whichever occurs first, in accordance with item VII of article 21 of CVM Instruction No. 480/09.

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

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

We remind you, finally, that Law No. 12.431/11 amended provisions of Law No. 6.404/76, which now provides in the sole paragraph of Article 121 that, in public companies, shareholders may participate and vote remotely in a general meeting, in accordance with CVM Instruction No. 481/09.

3.4.4 Summary and Minutes of the OGM

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

In this sense, it is worth noting that the summary of the decisions taken in the meeting (provided for in item IX of Article 21 of CVM Instruction No. 480/09) is not the same as the minutes of the OGM (provided for in item X of Article 21 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of Article 130 of Law No. 6.404/76, may be drawn up in the form of a summary of the events that occurred.

Therefore, the summary provided for in item IX of Article 21 of CVM Instruction No. 480/09 deals only with the result of the deliberations of the meeting.

It is worth highlighting that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions if it delivers the minutes of the general meeting on the same day of its holding, as provided for in paragraph 2 of Article 30 and the sole paragraph of Article 31. For the use of this option, however, it is necessary that the issuer sends the complete minutes of the general meeting on the same day the meeting took place.

In this sense, we highlight that, in accordance with item X of Article 21 of CVM Instruction No. 480/09, the minutes of the OGM must be accompanied, in the same file, by any declarations of vote, dissent, or protest. In addition, the minutes must contain all documents referenced and related to the deliberations of the meeting, such as contracts.

Whenever possible, OGM minutes filed with the CVM must also contain the attendance list and the exact quorum for installation and approval of a specific matter. It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and the fiscal council, without prejudice to the disclosure of the final voting map detailed in art. 21-W, paragraph 6, item II of CVM Instruction No. 481/09.

Finally, we highlight that, if the meeting is suspended for any reason, the sending of the summary and/or minutes must be carried out with the information that the aforementioned meeting was suspended, the reason for the mentioned suspension, and that the work will be resumed later. The resumption of the meeting will require the re-presentation of the respective summary and/or minutes.

3.4.5 Remuneration of Administrators/Fiscal Councilors

In accordance with Article 152 of Law No. 6.404/76, “the general meeting shall fix the global or individual amount of the remuneration of the administrators, including benefits of any nature and representation expenses”. This amount must encompass any and all forms of remuneration including, but not limited to, salary, pro-labore, social security contributions, variable remuneration, grant of shares or options, direct and indirect benefits, in accordance with CPC 33 (R1) – Employee Benefits.

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

According to the understanding set forth by the CVM Collegiate Body in a meeting held on 10.03.2015 (CVM Process No. RJ2014/6629 14), the values paid to administrators based on stock option plans, or other types of stock-based remuneration plans, as they constitute their remuneration, must be approved in the manner of Article 152 of Law No. 6.404/76, as well as the disclosure requirements in the Reference Form (items related to administrator remuneration and stock-based remuneration plans) must be met and the provisions of Articles 12 and 13 of CVM Instruction No. 481/2009 must be observed.

Regarding the remuneration of the fiscal councilor, paragraph 3 of Article 162 of Law No. 6.404/76 establishes that it may not be less, for each member in office, than ten percent of that, on average, attributed to each director, not included in the profit participation.

We remind you that members of the board of directors can verify whether the administration of the Public Company observes the cited provision through the information disclosed in section 13 of the Reference Form, which must be updated annually, in compliance with the provision of paragraph 1 of Article 24 of CVM Instruction No. 480/09.

In addition, the detailed description of the composition of directors' remuneration must be included in the respective administration proposal in which it was deliberated, as provided for in Articles 12 and 13 of CVM Instruction No. 481/09.

If the councilor believes that this data is not sufficient to attest compliance with the provision of paragraph 3 of Article 162 of Law No. 6.404/76, they may, at their exclusive discretion, request additional information from the administrators, based on the provision of paragraph 2 of Article 163 of said law.

3.5 Report and communications of the fiduciary agent

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

a) annually, prepare and make available to debenture holders, within 4 (four) months of the end of the company's fiscal year, a report informing about relevant events that occurred during the year, related to the execution of obligations assumed by the company, to the collateral assets of the debentures and to the constitution and application of the amortization fund, if any, and the report must also contain a declaration by the agent regarding their aptitude to continue in the exercise of the function;

b) notify debenture holders, within a maximum period of 60 (sixty days), of any default by the company in obligations assumed in the issuance deed.

Thus, it is up to issuers of debentures admitted to trading in regulated markets in Brazil to send the report provided for in item XI of Article 21 of CVM Instruction No. 480/09, via Module IPE of the Empresas.NET System, through the category “Economic-Financial Data”, type “Fiduciary Agent Report”, within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the fiduciary agent, whichever occurs first.

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

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

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

The rights, obligations, and duties established by Law No. 9.514/97 and the rules that govern the exercise of the function of fiduciary agent apply to the fiduciary agent of Real Estate Receivable Certificates (CRI). Thus, CRI fiduciary agents must obligatorily send their report regarding CRI issuances whose public offering registration requests were made after 03.01.2005, in accordance with CVM Instruction No. 414/04. The same applies to the fiduciary agent of Agricultural Receivable Certificates (CRA), when it exists, according to a decision issued by the CVM Collegiate Body on 18.11.2008 15.

Thus, it is up to issuers of receivable certificates admitted to trading in regulated markets in Brazil to send the report provided for in item XII of Article 21 of CVM Instruction No. 480/09, via Module IPE of the Empresas.NET System, through the category “Economic-Financial Data”, type “Fiduciary Agent Report”, within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the fiduciary agent, whichever occurs first.

4 Main Eventual Information
4.1 Relevant Act and Fact

In accordance with Article 157, paragraph 4, of Law No. 6.404/76, the administrators of the public company are obliged to immediately communicate to the stock exchange and disclose through the press any deliberation of the general meeting or the company's administrative bodies, or any relevant fact that occurred in its business, which may influence, in a considerable manner, the decision of investors in the market to sell or buy securities issued by the company.

In CVM Instruction No. 358/02, in turn, the disclosure and use of information about relevant acts or facts are regulated, the disclosure of information in the trading of securities issued by public companies by controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, and also in the acquisition of a significant lot of shares issued by a public company, and the trading of shares of a public company pending the disclosure of a relevant fact to the market.

It should be noted that on 05.02.2014, CVM Instruction No. 547/14 was published, which amended CVM Instruction No. 358/02, flexibilizing the regime for disclosing information about relevant acts or facts. The main objective of this reform was to offer public companies the option to disclose relevant facts through news portals present on the internet and not only in major circulation newspapers. The new Instruction entered into force on 10.03.2014.

15 See http://www.cvm.gov.br/noticias/arquivos/2008/20081121-1.html

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

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

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

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

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

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

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

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

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

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

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

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

Corporate legislation does not prevent relevant information from being broadcast and discussed in meetings of professional associations, investors, analysts, or with a selected audience, in the country or abroad.

However, ensuring equitable treatment of all market participants, and in order to prevent, among other things, the possibility of using insider information, it requires that the relevant fact in question be disclosed, prior or simultaneous to the meeting, to the entire market, as determined in the caput and paragraph 3 of Article 3 of CVM Instruction No. 358/02.

If controlling shareholders, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, have personal knowledge of a relevant act or fact and confirm the omission of the IRD in fulfilling its duty to communicate and disclose, including in the case of the sole paragraph of Article 6 of CVM Instruction No. 358/02, they will only be exempt from liability if they immediately communicate the relevant act or fact to the CVM, in accordance with art. 3, §2 of CVM Instruction No. 358/02.

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

In the case where controlling shareholders or administrators believe that the revelation of the relevant act or fact may put the Company's legitimate interest at risk, a request for exception to immediate disclosure may be addressed to the Superintendence of Corporate Relations – SEP, through: (i) electronic correspondence addressed to the institutional address of SEP with the subject “request for confidentiality”; or (ii) a sealed envelope, in which the word “confidential” must appear in bold, in accordance with Article 7, paragraph 1, of CVM Instruction No. 358/02.

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

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

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

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

It should be highlighted that the CVM has been understanding that, in the event of a leak of information or if the company's securities fluctuate atypically, the relevant fact must be immediately disclosed, even if the information refers to operations in negotiation (not concluded), initial negotiations, feasibility studies, or even merely the intention to carry out the business (see judgment of CVM Process RJ2006/5928 16 and PAS CVM No. 24/05 17). If the relevant information escapes the control of the administration or there is an atypical fluctuation in the quotation, price, or quantity traded of the securities issued by the public company or referenced by them, the IRD must inquire about the people with access to relevant acts or facts, with the aim of verifying if they have knowledge of information that should be disclosed to the market.

Therefore, in cases where failures in the disclosure of a relevant act or fact are identified, without prejudice to the investigation of possible use of insider information, the IRD, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, are subject to the investigation of responsibility for the eventual infringement of the cited Articles 3, 4, and 6 of CVM Instruction No. 358/02 and Articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6.404/76, as the case may be.

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

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

In this sense, it is worth alerting that it is up to administrators and controlling shareholders, in addition to the other persons indicated in paragraph 1 of Article 3 of CVM Instruction No. 358/02, to evaluate the need to disclose sentences issued in the context of proceedings, including arbitration, of which they have knowledge, when these can be characterized as relevant information, capable of affecting investors' decisions to buy, sell, or hold the securities issued by the company.

16 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070417_RJ20065928.html 17 See http://www.cvm.gov.br/sancionadores/sancionador/2008/20081007_2405.html

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br Likewise, it is necessary for the company's management to evaluate the relevance of the information disseminated in operational previews, which must be disclosed in strict compliance with the provisions of CVM Instruction No. 358/02, emphasizing, in addition, that they are preliminary information, as well as making clear whether they were audited or not. The information subject to disclosure must be expressed in clear and objective language, must be true, complete, consistent, and must not mislead the investor, as required in Article 3, paragraph 5, of CVM Instruction No. 358/02, and in Articles 14 to 19 of CVM Instruction No. 480/09. For example, the company must refrain from issuing value judgments, especially regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions. It is further emphasized that the same rules provided in the norms dealing with the disclosure of information apply to disclosures made on social media, notably those that regulate the disclosure of material information (CVM Instruction No. 358/02) and establish general rules on the content and form of the information that issuers must observe (Articles 14 to 19 of CVM Instruction No. 480/09). This means, for example, that administrators and controlling shareholders: (a) may only disclose information relating to material acts or facts on social networks, after or simultaneously with the disclosure of such information by the communication media currently admitted in CVM Instruction No. 358/02; and (b) must disclose on social networks, as well as in any other medium or document, information that is true, complete, consistent, and does not mislead the investor, as required in Article 14 of CVM Instruction No. 480/09. Furthermore, as provided in CVM Deliberation No. 809/19 and Circular Letter No. 02/2019/CVM/SEP, both dated 19.02.19, if the request for registration of an issuer and/or public offering under analysis escapes control, it is the issuer's responsibility to disclose it immediately, in accordance with CVM Instruction No. 358/02. Based on Article 3, paragraph 6, and Article 4 of CVM Instruction No. 358/02, the CVM may determine the disclosure, correction, amendment, or republication of information regarding the material act or fact, as well as request additional clarifications regarding its disclosure. We remind you that the eventual provision of additional clarifications requested by the CVM does not replace the initial obligation to disclose the material act or fact that led to such request. In this sense, if the CVM sets a deadline for additional clarifications to be provided, and the investor relations director complies with this deadline, such director may still be held liable if it is found that they should have promoted the disclosure of a material fact
before any request by the CVM. It is alerted that, in accordance with Article 18 of CVM Instruction No. 358/02, violation of the provisions contained in said Instruction constitutes a serious offense, for the purposes provided in paragraph 3 of Article 11 of Law No. 6.385/76.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
4.1.1 Distinction Between Material Fact and Market Communication
CVM Instruction No. 358/02 defines as a material act or fact any decision by a controlling shareholder, deliberation by the general assembly or administrative bodies of the publicly held company, or any other act or fact of a political-administrative, technical, business, or economic-financial nature that has occurred or is related to its business and may influence in a considerable manner:
a) the quotation of the securities issued by the publicly held company or referenced therein; b) the investors' decision to buy, sell, or hold those securities; c) the investors' decision to exercise any rights inherent to the status of holder of securities issued by the company or referenced therein.
Unlike the Market Communication, the disclosure of a material act or fact is subject to specific formality: immediate disclosure to the CVM, to stock exchanges, or to over-the-counter market entities where the publicly held company trades its securities, and disclosure by the press (publication in a widely circulated newspaper usually used by the company) or by a news portal present on the Internet (which makes the information available in its entirety in a section accessible free of charge). The forwarding to the CVM and the exchange is done through the filing of the information in Module IPE of the Empresas.NET System, in the category "Material Fact". The "Market Communication" represents a category that was created in Module IPE of the Empresas.NET System for the disclosure of communications provided for in CVM Instruction 358/02 (such as the communication of acquisition or alienation of significant participations provided for in Article 12, whose publication is only required in the cases provided for in paragraph 5 of said Article) or of other information not characterized as a material act or fact, which the company considers useful to be disclosed to shareholders or the market (such as material disclosed in meetings with analysts, etc.). Clarifications provided by companies regarding inquiries made by the CVM or the exchange are also filed in this category, for example. It is worth noting that for each of these cases there is an appropriate "type" within the chosen "category" in Module IPE of the Empresas.NET System. The distinction between the material act or fact and the "Market Communication" lies, therefore, in the content of the disclosed information. If the company believes that the information has the potential to affect quotations or investment decisions, it must be treated internally and disclosed in the manner required for relevant information, which includes publication in widely circulated newspapers usually used by the company or disclosure on a news portal present on the Internet (which makes the information available in its entirety in a section accessible free of charge), as provided for in CVM Instruction No. 358/02. It is worth clarifying that there is no requirement that the disclosure of relevant information be made with the placement of a specific title in the document, such as "Material Fact" (as occurs in the disclosure of financial statements or minutes of meetings of administrative bodies where there is a deliberation that characterizes a material act or fact), although it is useful and recommended for good communication with shareholders and the market that there be an indication of the importance of the disclosed information.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br
4.2 Extraordinary General Meeting (EGM), Special Assembly (AGESP), Debentureholders' Assembly (AGDEB), and Assembly of Holders of Agricultural Receivables Certificates (AGCRA) or Real Estate (AGCRI)
4.2.1 Call Notice for EGM, AGESP, AGDEB, AGCRA, or AGCRI
In accordance with item II, of paragraph 1, of Article 124, of Law No. 6.404/76, the calling of a general meeting of shareholders of a publicly held company shall be made by means of an announcement published at least three times, containing, in addition to the location, date, and time of the meeting, the agenda, and, in the case of bylaws reform, the indication of the matter, with the deadline for the first call being 15 (fifteen) days and for the second call, 8 (eight) days, except in the case of compliance with the provisions of paragraph 4 of Article 124 of Law No. 6.404/76. By virtue of the provisions of paragraph 2 of Article 71 of Law No. 6.404/76, the provisions of said law regarding the general meeting of shareholders apply to the debentureholders' assembly, insofar as applicable. By analogy, the above deadlines must be observed in the case of calling an assembly of holders of agricultural or real estate receivables certificates. It is recommended, however, that companies adopt, whenever possible, a minimum deadline of 30 (thirty) days for the calling of the EGM, AGESP, AGDEB, AGCRA, or AGCRI, as already required by Article 9 of CVM Instruction No. 481/09 for the Administration Proposal for the Ordinary General Meeting (OGM), so that shareholders, debentureholders, or holders of agricultural or real estate receivables certificates have sufficient time to analyze the deliberations to be taken and, if necessary, articulate to participate in the assembly. It is worth remembering that, in accordance with the main body and sole paragraph of Article 8 of CVM Instruction No. 559/15, the issuer of shares that serve as collateral for a sponsored Depositary Receipt (DR) program must call a general meeting with a minimum deadline of 30 (thirty) days in advance, except in cases where the species or class of shares underlying the certificates does not have voting rights on any of the matters on the agenda of the respective assembly. It is emphasized that for the holding of an assembly in second call, the publication of a new Call Notice is required. It is considered irregular to include the second call for the EGM, AGESP, AGDEB, AGCRA, or AGCRI already in the Call Notice of the first call. Thus, in the event that the assembly is not installed in the first call, a new call must occur through the publication of a new notice that must inform, in addition to the agenda, the location, date, and time at which the assembly will be held in the second call. The said assembly may not be held, in the second call, in a period less than 8 (eight) days, counted from the date on which the second notice was published (item II, of paragraph 1, of Article 124, of Law No. 6.404/76). As in the case of OGMs, the call notices for Extraordinary General Meetings (EGM), Special Assemblies (AGESP), Debentureholders' Assemblies (AGDEB), and Assemblies of holders of agricultural or real estate receivables certificates (AGCRA or AGCRI) of issuers registered in both Category A
and Category B must explicitly enumerate, in the agenda, all matters to be deliberated, and the use of the rubric "general matters" for matters that require assembly deliberation is prohibited.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br In the case of assemblies intended for the election of members to the Board of Directors of issuers registered in both Category A and Category B, the minimum percentage of participation in the voting capital necessary to request the adoption of cumulative voting, in accordance with Article 141, of Law No. 6.404/76, must appear, mandatorily, in the call notice, as determined in Article 4 of CVM Instruction No. 481/09 and Article 3 of CVM Instruction No. 165/91. Upon receipt of a request for the adoption of the cumulative voting process and verification that it meets the provisions of Article 141 of Law No. 6.404/76 and CVM Instruction No. 165/91, the company must disclose, through Module IPE of the Empresas.NET System, in the category "Notice to Shareholders", type "Adoption of the cumulative voting process", that the election of the board of directors may take place by this process, as this is important information to instruct the decision to be taken by shareholders in the assembly. Furthermore, we remind you that regarding the adoption of the cumulative voting process, companies that adopt mandatory or optional remote voting must pay attention to the provisions on this matter brought by CVM Instruction No. 481/09 (see item 7.1.6). According to the understanding set forth by the CVM Collegiate in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and No. RJ2013/4607) 18, the definition of the number of members of the Board of Directors, when the bylaws provide for a minimum and maximum number, must be the subject of deliberation in the general meeting of shareholders. Thus, without prejudice to the provisions of paragraph 7 of Article 141 of Law No. 6.404/76 19, the most appropriate procedure is the disclosure, in the call notice, that in its agenda the number of members to compose the Board of Directors of the Company will be deliberated. In addition, the CVM Collegiate understood, on the same occasion, that the administration's proposal should contain the possible scenarios regarding the number of members to be elected, either through cumulative voting or, if this is not requested, by majority vote. This is because this represents fundamental information for minority shareholders, in order to subsidize their mobilization regarding the cumulative voting process. In this line, it is recommended that the controlling shareholder/administration inform the number (fixed or minimum) of councilors for a certain mandate that would be elected by cumulative or majority vote (for example, 10 members), which number could be increased by up to 2 members due to separate elections (i.e., reaching the number of 11 or 12 councilors). In accordance with item I of Articles 30 and 31 of CVM Instruction No. 480/09, issuers must forward, through Module IPE of the Empresas.NET System, category "Assembly", type "EGM",
"AGESP", "AGDEB", "AGCRA", or "AGCRI", species "Call Notice", the call notices for extraordinary, special, debentureholders', and holders of agricultural or real estate receivables certificates assemblies, whose publications follow the mold of Article 124, paragraph 1, item II, of Law No. 6.404/76.

18 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html 19 "Article 141. (...) §7º Whenever, cumulatively, the election of the board of directors takes place by the cumulative voting system and the holders of ordinary or preferred shares exercise the prerogative to elect councilors, it shall be assured to a shareholder or group of shareholders linked by a voting agreement that hold more than 50% (fifty percent) of the shares with voting rights the right to elect councilors in a number equal to that elected by the other shareholders, plus one, regardless of the number of councilors that, according to the bylaws, compose the body."

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br We remind you that Law No. 12.431/11 altered provisions of Law No. 6.404/74, which now provides in the sole paragraph of Article 121 that, in publicly held companies, the shareholder may participate and vote remotely in a general meeting, in accordance with CVM regulation. CVM Instruction No. 561/15 regulated the remote voting procedure, as stated in item 7.1.6 of this Circular Letter.
4.2.2 Administration Proposal for EGM, AGESP, AGDEB, AGCRA, or AGCRI
a. Administration Proposal – Category A – companies authorized by a market administrator entity to trade shares on a stock exchange As provided for in paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 30 of CVM Instruction No. 480/09, the documents pertinent to the matter to be debated at the EGM, AGESP, or AGDEB must be made available to shareholders or debentureholders, at the company's headquarters, upon publication of the first announcement calling the general meeting. In addition, issuers of securities registered in Category A that are authorized by a market administrator entity to trade shares on a stock exchange must send all documents necessary to exercise the right to vote in extraordinary, special, and debentureholders' assemblies 20 through an electronic system available on the CVM page on the worldwide computer network (Module IPE of the Empresas.NET System), as determined by item II of Article 30 of CVM Instruction No. 480/09. In the case of issuers registered in Category A to which CVM Instruction No. 481/09 applies, it is worth alerting that CVM Instruction No. 481/09 now provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is called to deliberate on certain matters provided for in the Instruction. Such documents and information must be forwarded to the CVM, through Module IPE of the Empresas.NET system (see Chapter 9), by the date of publication of the first call announcement, except when Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline. Thus, when calling a general meeting of shareholders, issuers registered in Category A to which CVM Instruction No. 481/09 applies must pay attention to the provisions of said Instruction, especially regarding the provisions in its Articles 8 to 21. The forwarding of the documents and information required in Articles 8 and 10 to 21 for issuers registered in Category A to which CVM Instruction No. 481/09 applies must be done, through Module IPE of the Empresas.NET System, in the manner specified below, upon publication of the first call announcement of the general meeting:

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br a) information provided for in Article 8 of CVM Instruction No. 481/09, to be included in the administration proposal and sent by category "Assembly", type "OGM/E", "EGM" or "AGESP", species "Administration Proposal", subject "Matter of special interest to a related party"; b) information indicated in Article 10 of CVM Instruction No. 481/09, to be sent by category "Assembly", type "OGM/E", "EGM", species "Administration Proposal", subject "Election of members of the Boards of Directors and Audit Committee"; c) information provided for in Article 11 of CVM Instruction No. 481/09, to be included in the administration proposal and sent by category "Assembly", type "OGM/E", "EGM" or "AGESP", species "Administration Proposal", subject "Bylaws reform"; d) Information indicated in Article 12 of CVM Instruction No. 481/09 to be sent by category "Assembly", type "OGM/E", "EGM", species "Administration Proposal", subject "Remuneration of administrators and councilors"; e) information indicated in Article 13 of CVM Instruction No. 481/09, to be sent by category "Assembly", type "OGM/E", "EGM", species "Administration Proposal", subject "Share-based Remuneration Plan"; f) information indicated in Article 14 of CVM Instruction No. 481/09, to be sent by category "Assembly", type "OGM/E", "EGM", species "Administration Proposal", subject "Capital Increase", with the exception of the following:
(i) Audit Committee's opinion on capital increase (item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent by category "Administrative Meeting", type "Audit Committee", species "Minutes", subject "Opinion on capital increase"; (ii) reports and studies that underpinned the fixing of the issue price in capital increase (item 5, letter "k", of Annex 14 of CVM Instruction No. 481/09) to be sent by category "Economic-Financial Data", type "Valuation Report", subject "Report used in capital increase"; (iii) asset valuation report (item 5, letter "s", subitem "iii", of Annex 14 of CVM Instruction No. 481/09) to be sent by category "Economic-Financial Data", type "Valuation Report", subject "Asset valuation report". g) information indicated in Article 15 of CVM Instruction No. 481/09, to be sent by category "Assembly", type "OGM/E" or "EGM", species "Administration Proposal", subject "Issuance of debentures" or "Issuance of subscription warrants"; h) information indicated in Article 16 of CVM Instruction No. 481/09, to be sent by category "Assembly", type "OGM/E", "EGM", species "Administration Proposal", subject "Capital Reduction", with the exception of the Audit Committee's opinion on capital reduction (Item 3 of Annex 16 of CVM Instruction No. 481/09), to be sent by category "Administrative Meeting", type "Audit Committee", species "Minutes", subject "Opinion on capital reduction";

i) information indicated in article 17 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", "AGESP", species "Management Proposal", subject "Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization"; j) information indicated in article 18 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Management Proposal", subject "Reduction of mandatory dividend"; k) information indicated in article 19 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Management Proposal", subject "Acquisition of control of another company", with the exception of the studies and reports that supported the negotiation of the acquisition price of control (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent by the category "Economic-Financial Data", type "Valuation Report", subject "Report used in control acquisition"; l) information indicated in article 20 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Management Proposal", subject "Right of Withdrawal", highlighting that the reports that serve as the basis for the calculation provided for in item 9, letter "a", of Annex 20 of CVM Instruction No. 481/09 must be sent by the category "Economic-Financial Data", type "Valuation Report", subject "Report based on the value of net assets at market prices or other criteria accepted by CVM"; m) information indicated in article 20-A of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Management Proposal"; n) information indicated in article 20-B of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Management Proposal", subject "Acquisition of shares issued by the company itself" or "Alienation of shares issued by the company itself", as the case may be; and o) information indicated in article 21 of CVM Instruction No. 481/09, to be sent by the category "Assembly", type "AGO/E", "AGE", species "Management Proposal", subject "Choice of Evaluators".

Even in cases where the assembly deals with more than one of the subjects related in CVM Instruction No. 481/09, a single "Management Proposal" document containing the appropriate annexes must be forwarded via the IPE Module of the Empresas.NET System, mentioning, in the subject, the respective items on the agenda.

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

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

Furthermore, in any case, the management proposal must not be limited to listing the items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Call Notice.
To facilitate reading by users, it is recommended that the document with the Management Proposal contain an index.
In line with what is provided for in article 6, item II, of CVM Instruction No. 481/09, and without prejudice to the provisions of Chapter III-A of said Instruction (see item 7.1.6), companies must disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by management or controlling shareholders by virtue of article 10 of CVM Instruction No. 481/09. In the case of companies with Depositary Receipts traded abroad (as is the case with ADRs), it is emphasized that, if it is possible for holders of DRs to exercise voting, this prerogative must be exercised to the greatest degree of equality possible with shareholders. The suggested form of disclosure is via the IPE Module of the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it is an indication of candidates for member of the board of directors/fiscal council presented by minority shareholders. We draw attention to the fact that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates until a certain deadline prior to the date scheduled for the assembly. These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. Requirements for the presentation of information about candidates prior to the assembly, even if provided for in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members to the Board of Directors and the Fiscal Council at the very moment of the assembly. Whenever it is necessary to resubmit the Management Proposal due to compliance with CVM requirements or spontaneously, the Company must indicate in the "Reason for Resubmission" field the fact motivating the resubmission. In the case of resubmission of the proposal to comply with a requirement formulated by CVM, reference must be made to the office issued. Finally, whenever the agenda of the assembly includes an item regarding the commitment of indemnity for administrators, it is recommended that the management proposal include the necessary information for shareholders to make a decision. In this sense, we suggest consulting CVM Orientation Opinion No. 38, of 25.09.2018, Circular Letter No. 9/2018/CVM/SEP and item 7.11 of this circular letter.

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

b. Management Proposal – Category B and companies in Category A for which CVM Instruction No. 481/09 does not apply As provided for in paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 31 of CVM Instruction No. 480/09, the documents pertinent to the matter to be debated at the AGE, AGESP or AGDEB 21 must be made available to shareholders, at the company's headquarters, upon publication of the first notice of call of the general assembly and through an electronic system available on the CVM page on the worldwide computer network (IPE Module of the Empresas.NET System). Analogously, the same obligation to make available the documents pertinent to the matter to be debated at the assembly also applies to assemblies of holders of agricultural or real estate receivable certificates (AGCRA or AGCRI). Thus, even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and to those registered in category A included in § 2 of art. 1 of said Instruction, these must send, on the same date of publication of the first notice of call of the assembly, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6.404/76 and item II of article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote at the AGE or AGESP, including those that are expressly required by Law No. 6.404/76 or by Instructions issued by CVM. The sending of the documents and information necessary for the exercise of the right to vote must be done through the IPE Module of the Empresas.NET System, category "Assembly", type "AGO/E", "AGE", "AGESP", "AGDEB", "AGCRA" or "AGCRI", as the case may be, species "Management Proposal", choosing relevant subjects according to the guidelines provided in this letter (see item "a"). It should be noted that, even in cases where the assembly deals with more than one subject, a single "Management Proposal" document containing the appropriate annexes must be forwarded via the IPE Module of the Empresas.NET System, mentioning, in the subject, the respective items on the agenda. In any case, the management proposal must not be limited to listing the items to be submitted to assembly deliberation, as such a procedure would make it a mere repetition of information already contained in the Call Notice. The documents must contain the information necessary for the understanding of the matters to be discussed at the assembly. As provided for in CVM Instruction No. 480/09, the information and documents provided to shareholders, debenture holders and holders of agricultural or real estate receivable certificates must be true, complete and consistent, drafted in clear, objective and concise language and must not induce investors to error.

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

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

It is recommended that, in line with what is provided for in article 6, item II, of CVM Instruction No. 481/09, and without prejudice, when applicable, to the adoption of remote voting procedures (see item 7.1.6), companies registered in Category B and those registered in Category A for which CVM Instruction No. 481/09 does not apply disclose information about candidates for the Board of Directors and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure given to candidates proposed by management or controlling shareholders by virtue of article 10 of CVM Instruction No. 481/09. The suggested form of disclosure is via the IPE Module of the Empresas.NET System, in the category "Notice to Shareholders", type "Other Notices", including in the subject that it is an indication of candidates for member of the board of directors/fiscal council presented by minority shareholders. We draw attention to the fact that some companies already adopt this practice and allow in their Bylaws that non-controlling shareholders present candidates for the Board of Directors, provided that these shareholders present information about the candidates until a certain deadline prior to the date scheduled for the assembly. These practices, however, must be regarded as faculties granted to shareholders to facilitate their articulation and the exercise of rights granted in Law No. 6.404/76. Requirements for the presentation of information about candidates prior to the assembly, even if provided for in the Bylaws, cannot be used as an imposition to obstruct the right of shareholders provided for in Law No. 6.404/76 to indicate and elect members to the Board of Directors and the Fiscal Council at the very moment of the assembly. To facilitate reading by users, it is recommended that the document with the Management Proposal contain an index. Whenever it is necessary to resubmit the Management Proposal due to compliance with CVM requirements or spontaneously, the Company must indicate in the "Reason for Resubmission" field the fact motivating the resubmission. In the case of resubmission of the proposal to comply with a requirement formulated by CVM, reference must be made to the office issued.

4.2.3 Summary and minutes of the AGE, AGESP, AGDEB, AGCRA or AGCRI
Issuers registered in Categories A and B must mandatorily submit, in accordance with items III and IV of articles 30 and 31 of CVM Instruction No. 480/09, the summaries of decisions, on the same day of the assembly's realization, via the Empresas.NET System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Summary of Decisions", as well as the minutes of the assemblies, within 7 (seven) business days of their realization, via the IPE Module of the Empresas.NET System, category "Assembly", types "AGE", "AGESP" or "AGDEB", species "Minutes".

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

By analogy, issuers must submit the summaries of decisions of assemblies of holders of agricultural or real estate receivable certificates (AGCRA or AGCRI), on the same day of the assembly's realization, via the IPE Module of the Empresas.NET System, category "Assembly", types "AGCRA" or "AGCRI", species "Summary of Decisions", as well as the minutes of the assemblies, within 7 (seven) business days of their realization, via the Empresas.NET System, category "Assembly", types "AGCRA" or "AGCRI", species "Minutes". In this sense, it should be observed that the summary of decisions taken at the assembly (provided for in item III of articles 30 and 31 of CVM Instruction No. 480/09) is not confused with the minutes of the AGE or AGDEB (provided for in item IV of articles 30 and 31 of CVM Instruction No. 480/09), which, in accordance with paragraph 1 of article 130 of Law No. 6.404/76, may be drawn up in the form of a summary of events occurred. Thus, the summary provided for in item III of articles 30 and 31 of CVM Instruction No. 480/09 deals only with the result of the assembly's deliberations. It is highlighted that CVM Instruction No. 480/09 dispenses with the delivery of the summary of decisions to the issuer who delivers the minutes of the general assembly on the same day of its realization, as provided for in paragraph 2 of article 30 and the sole paragraph of article 31. For the use of this faculty, however, it is necessary for the issuer to send the complete minutes of the general assembly on the same day of the realization of the conclave. In this sense, we highlight that, in accordance with item IV of article 30 (companies registered in Category A) and item IV of article 31 (companies registered in Category B) of CVM Instruction No. 480/09, the minutes of the AGE, AGESP or AGDEB must be accompanied, in the same file, by any declarations of vote, dissent or protest. In addition, the minutes must contain all documents referenced therein and related to the assembly's deliberations, such as contracts. Whenever possible, the minutes of AGE, AGESP and AGDEB archived at CVM must also contain the attendance list and the exact quorum for installation. Similarly, the minutes of AGCRA or AGCRI must be accompanied, in the same file, by any declarations of vote, dissent or protest, as well as contain all documents referenced therein and related to the assembly's deliberations, such as contracts. And, whenever possible, the aforementioned minutes must also contain the attendance list and the exact quorum for installation. It is also recommended that the minutes contain, at least, the indication of relevant shareholders who elected members to the board of directors and fiscal council.

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

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

If the company decides to disclose projections, these must be based on rational expectations, based on neutral judgments, useful for the investor. In this sense, projections must have well-defined values (or intervals of values) and deadlines. By way of example, but not exhaustively, some expectations that, if disclosed, generally constitute projections are: revenues, profits, EBITDA, production or sales volumes, debt indices, etc. The quantification, in terms of values and deadlines, makes such information constitute effective estimates or projections, rather than mere expectations or trends. The absence of some element in declarations or disclosures (such as, for example, relevant premises, parameters, methodologies adopted and deadlines) by the Company and its administrators does not remove the essence of the projection, only indicating that a certain declaration or disclosure does not meet the requirements of completeness and consistency required by article 14 of CVM Instruction No. 480/09 in all information disclosed by the issuer. It should be emphasized that the SEP's action, with regard to the analysis of information disclosed by Companies to the market, seeks to prevent unofficial information from being provided, without clear methodology, and disconnected from its planning. The use of words or expressions different from "projection" or "estimate" does not change the essence of a certain declaration nor, therefore, its ability to guide shareholders, potential investors, analysts or other professionals regarding the Company's expectation regarding the information disclosed to the market. At this point, it is important to differentiate the concepts of projection, the disclosure of which is optional, and is informed in section 11 of the reference form, from that of trend. The trend does not confuse with projection because it is not quantified. CVM Instruction No. 480/09, in its article 20, provides that the disclosure of projections and estimates is optional and determines that, when the issuer decides to disclose them, they must be:
a) included in the reference form; b) identified as hypothetical data that do not constitute a promise of performance; c) reasonable; and d) accompanied by relevant premises, parameters and methodology adopted, and, if these are modified, the issuer must disclose, in the appropriate field of the Reference Form, that it made alterations to the premises, parameters and methodology of previously disclosed projections and estimates (paragraph 3). As determined by paragraph 2 of article 20 of CVM Instruction No. 480/09, projections and estimates must be revised periodically, at a time interval adequate to the object of the projection, which, in no case, must exceed 1 (one) year. The issuer must also confront, quarterly, in the "Commentary on the behavior of business projections" field of the ITR and DFP Forms (see items 3.3.3 and 0), the projections disclosed in the Reference Form with the results actually obtained in the quarter, indicating the reasons for any differences (paragraph 4 of article 20 of CVM Instruction No. 480/09).

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

Furthermore, the Reference Form (Item 11. Projections) must be updated within 7 (seven) business days counted from the alteration or disclosure of new projections or estimates (item IX of §3 or item V of §4 of article 24 of CVM Instruction No. 480/09), without prejudice to the disclosure of a Relevant Fact, in the form of article 3 of CVM Instruction No. 358/02. It is emphasized that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of article 20 of CVM Instruction No. 480/09), and it is not appropriate to refer to generic terms such as "Market Analyst Reports". If the company uses calculated financial metrics, such as, for example, EBITDA - earnings before interest, taxes, depreciation and amortization, it must present the reconciliation with the accounting items expressed directly in the financial statements, in accordance with CVM Instruction No. 527/12. Finally, if the disclosed projections are discontinued, this fact must be informed in the appropriate field of the Reference Form, accompanied by the reasons that led to their loss of validity, as well as disclosed in the form of a Relevant Fact.

4.4 Shareholder Agreement
Without prejudice to the disclosure of a Relevant Fact regarding the celebration of shareholder agreements, in accordance with article 2 of CVM Instruction No. 358/02, issuers registered in Category A must submit to CVM, via the IPE Module of the Empresas.NET System:
a) Shareholder agreements, their amendments and other corporate pacts archived at the issuer, within 7 (seven) business days counted from their archival, in the category "Shareholder Agreement"; b) Information about shareholder agreements of which the controlling shareholder or controlled and affiliated companies of the controlling shareholder are parties, regarding the exercise of voting rights at the issuer or the transfer of the issuer's securities, containing, at minimum, date of signature, term of validity, parties and description of the provisions relating to the issuer, within 7 (seven) business days counted from the knowledge, by the issuer, of its existence, in the category "Information about shareholder agreements provided for in article 30, item XIX, of IN No. 480/09". It is emphasized that the alteration of its clauses, its extinction due to term or resolutory condition, or the celebration of a new shareholder agreement implies its update with CVM. Shareholder agreements that lose validity must be cancelled through the "Cancellation of documents" functionality of the Empresas.NET System, informing in the "Reason for cancellation" field that the aforementioned shareholder agreement lost its validity. The document, even cancelled, will continue to be available for consultation on the CVM and B3 websites, in the case of issuers listed there, in the condition of cancelled document and will state the reason for its cancellation.

4.5 Group Company Agreement
According to item IX of article 30 of CVM Instruction No. 480/09, the controlling company and its subsidiaries that constitute, in the manner of article 265 of Law No. 6.404/76, groups of companies, obligating themselves to combine resources or efforts to achieve their respective objects, or to participate in common activities or ventures, are obliged to send a copy of the agreement to the CVM, via the IPE Module of the Empresas.NET System, category “Group Company Agreement”, within a period of up to 7 (seven) business days counted from its signature. It should be noted that Law No. 6.404/76, when providing for Groups of Companies in articles 265 to 277 (Chapter XXI), stipulated in the sole paragraph of article 267 that only groups organized in accordance with the cited chapter may use the designation with the words “group” or “group of companies”.

4.6 Bankruptcy Petitions and Rulings
Without prejudice to the disclosure of Relevant Fact regarding the petition or confession of bankruptcy, in the terms of article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, through the IPE Module of the Empresas.NET System, the following documents provided for in article 30, items XXVI and XXVII, and in article 31, items XVII and XVIII, of CVM Instruction No. 480/09, on the same day of their knowledge by the issuer:
a) bankruptcy petition, provided it is based on a relevant value, under the category “Bankruptcy Petitions”; b) ruling denying or granting the bankruptcy petition, under the category “Bankruptcy Ruling”, subjects “Ruling denying the bankruptcy petition” or “Ruling granting the bankruptcy petition”, as applicable.
It is alerted that the decree of bankruptcy is one of the hypotheses for updating the Reference Form, in the terms of paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item b), as well as entails the presentation of a new version of the Registration Form, in the terms of art. 23 of CVM Instruction No. 480/09.

4.7 Petitions and Rulings Involving Judicial and Extrajudicial Recovery
Without prejudice to the disclosure of Relevant Fact regarding the request or decree of judicial or extrajudicial recovery, in the terms of article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, via the IPE Module of the Empresas.NET System, the following documents provided for in article 30, items XXI to XXV, and in article 31, items XII to XVI, of CVM Instruction No. 480/09, within the deadlines indicated:
a) initial petition for judicial recovery, with all documents that instruct it, on the same day of protocol in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Initial Petition”; b) judicial recovery plan, on the same day of protocol in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Recovery Plan”; c) ruling denying or granting the judicial recovery request, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Rulings”; d) request for homologation of the extrajudicial recovery plan, with the accounting statements raised specifically to instruct the request, on the same day of protocol in court, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Request for homologation of extrajudicial recovery plan”; e) ruling denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, in the category “Information on Companies in Judicial or Extrajudicial Recovery”, type “Rulings”. It is alerted that the decree of judicial recovery and the judicial homologation of extrajudicial recovery are hypotheses for updating the Reference Form, in the terms of paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item b), as well as entail the presentation of a new version of the Registration Form, in the terms of art. 23 of CVM Instruction No. 480/09.

4.8 Trading by Directors, Persons Related to Them, and Subsidiaries, Affiliates, and the Company Itself with Securities Issued by the Company
Article 11 of CVM Instruction No. 358/02 provides for the periodic disclosure of trades carried out:
a) by directors and members of the board of directors, the fiscal council, and any bodies with technical and advisory functions created by statutory provision; b) by the company itself, its subsidiaries and affiliates.
In the case of the natural persons referred to above, as provided for in article 11, caput and paragraph 4, of CVM Instruction No. 358/02, the communication must be made to the open company (via the DRI), indicating the quantity, characteristics, price, and date of the transactions and the manner of acquisition or alienation of the securities issued by them and by controlled or controlling companies, or referenced therein, of which they are holders:
a) within a period of 5 (five) days after the completion of each transaction; b) on the first business day after assuming office; and c) upon submission of the documentation for the registration of the company as open.
As provided in paragraph 2 of article 11, the natural persons mentioned in this article will also indicate the securities that are the property of a spouse from whom they are not judicially or extrajudicially separated, a partner, any dependent included in their annual income tax return, and companies directly or indirectly controlled, including the name, qualification, and CPF or CNPJ of the cited persons, in the terms of paragraph 3 of the aforementioned article.

It should be emphasized, especially with regard to the trades carried out by the natural persons referred to in article 11 of CVM Instruction No. 358/02, that any transaction carried out by them must be reported to the DRI and will result in the obligation to send to the CVM the Form provided for in paragraph 6 of the same article 11 within a period of 10 days after the end of the month in which such movement occurs, regardless of modification of the final balance. It is recommended that both the persons mentioned in the caput of article 11 of CVM Instruction No. 358/02 and the DRI keep archived the proof of sending and receiving of messages exchanged regarding the movements carried out. Another point to be highlighted is that the communication must cover trades with derivatives or any other securities referenced in the securities issued by the open company and, if they are open companies, their holding companies and subsidiaries. Financial instruments such as ADRs are covered by article 11 of CVM Instruction No. 358/02 and, therefore, must be reported, as well as shares of funds that invest in shares of open companies. In both the case of trades by legal entities and the case of natural persons, the DRI must send, in the terms of paragraph 5 of article 11 of CVM Instruction No. 358/02, the information object of the cited article, monthly to the CVM, until 10 (ten) days after the end of each month in which changes in the positions held or the month in which the assumption of office of the cited persons occurs. We highlight that, in the terms of Circular Letter No. 10/2018/CVM/SEP, since 19.12.2018 the new functionality for providing the information referred to in article 11 of CVM Instruction No. 358/02 has been made available, which will allow the creation, structured and standardized filling, and sending of individual and consolidated forms (“Forms”). Such information must be forwarded via the Structured Electronic Form made available in the Empresas.NET System. With regard to the functionality described above, once the filling of the Individual Form of each director, member of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision is completed, the Consolidated Form will be generated automatically. In the same way, when sending the Individual Form, the system will also send, automatically, the Consolidated Form. With the objective of having complete and reliable information, it is requested that Companies, as an example of what many issuers already do, voluntarily send the forms, even in months when no movements or changes in the positions of administrators and related persons have been verified. The information inserted in the Structured Electronic Forms will form three files. One of them containing data on the individual positions held by each administrator or related person. Another containing the consolidated position of the members of each body (management, board of
directors, fiscal council, and technical or advisory bodies). The third file will contain data on individual positions of the company itself, its subsidiaries, and its affiliates. They will be available to the external public through consultation on the CVM website and B3, in the case of companies listed there: (i) the consolidated positions of the administrators; and (ii) the individual positions of the company itself, its subsidiaries, and its affiliates. In the field “Day of Movement” of each form, the date of the purchase or sale operation (and not the date of physical or financial settlement of the operation) must be informed.

If there has been more than one purchase operation or more than one sale operation on the same day, of the same type of security, the Company may choose to disclose the information of each negotiation separately (date, quantity, and price) or disclose the total quantity of the day's negotiations, in which case, the value to be informed in the “Volume” field must be the total amount of the operations carried out on that date. It is emphasized, however, that in both cases, purchase and sale operations must be disclosed separately, that is, it is not allowed to fail to inform purchase operations because there were sale operations on the same day or vice versa. It is emphasized that CVM Instruction No. 590/17 included paragraph 9 in article 11 of CVM Instruction No. 358/02, which equated to trading with securities issued by the company, its holding companies or subsidiaries, in the latter two cases, provided they are open companies, the application, redemption, and trading of shares of investment funds whose regulations provide that their stock portfolio be composed exclusively of shares issued by the company, its subsidiary, or its holding company. Finally, one must also observe the additions of paragraphs 10 and 11 to article 11, promoted by CVM Instruction No. 590/17.

4.9 Relevant Trades
By virtue of article 12 of CVM Instruction No. 358/02, any natural or legal person, or group of persons, acting jointly or representing the same interest, who comes to carry out a relevant trade with shares representing the share capital of an open company, is obliged to, immediately after the operation, communicate to the Company the change in its participation. According to the same provision, a relevant trade is considered the transaction or set of transactions through which the participation of the above-mentioned persons exceeds, upwards or downwards, the levels of 5%, 10%, 15%, and so on, of the species or class of shares. Let it be noted that the relevant participation must be computed specifically with respect to the class or species of shares, so as to qualify the participation, allowing the identification of rights attributed to it. However, if there are derivatives referenced in shares of such class or species, such derivatives must be considered for the purposes of the disclosure in question, observing the specific rules commented on below. It is also emphasized that, in the terms of article 20 of Instruction No. 358/02, the obligation of communication commented here:
a) applies to trades carried out in stock exchanges and in the over-the-counter market, organized or not, as well as those carried out without the intervention of an institution integrated into the distribution system in Brazil and abroad; and b) extends to trades carried out directly or indirectly by the persons referred to in article 12 of the aforementioned norm, whether such trades take place through a controlled company or through third parties with whom a contract of fiduciary or portfolio management or shares is maintained.

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

4.9.1 Recipient of the Obligation
In the terms of article 12 of CVM Instruction No. 358/02, the obligation to send a communication to the open company, reporting the operation, falls on the investor who reaches the whole number multiples of 5%. (see items 4.9.6 and 4.9.7).
As provided in this article, the increase or reduction in participation can occur both by an individual investor as well as by a group of persons, acting jointly or representing the same interest.
According to article 20 of CVM Instruction No. 358/02, the aforementioned obligation to inform extends to trades carried out indirectly through “third parties with whom a contract of fiduciary or portfolio management or shares is maintained”, except, in the terms of the sole paragraph of the device, trades carried out by funds under discretionary management.

4.9.2 Object of the Relevant Participation
a. Shares
As indicated by the reading of the full text of article 12, the focus of the disclosure obligation is the shareholdings held directly and indirectly in the share capital of the open company. b. Financial Derivative Instruments and Other Securities Referenced in Shares The disclosure obligation associated with the carrying out of relevant trades extends to financial derivative instruments and other securities referenced in shares. Thus, this device covers trades involving, for example, call and put options on shares and “Total Return Equity Swaps”. In the terms of article 12, §2, of CVM Instruction No. 358, the disclosure obligation in question also applies even if the financial instruments in question contain provision for exclusively financial settlement. Also covered by the device in question is the investment in structured operation certificates – COE and investment funds in stock indices. Thus, the holder of such instruments may be subject to the duty to communicate their participation with respect to shares underlying them. However, article 12, paragraph 3, item IV, of CVM Instruction No. 358/02 exempts the need for communication if the COE, fund, or derivative in question has less than 20% (twenty percent) of its return determined by the share in question.

For the purposes of the norm, return must be interpreted as the “weight” of the share. For example: if a share represents 25% of the weight of a certain index that serves as a reference for the invested fund, this share is considered an indirect participation for disclosure purposes. An analogous reasoning applies to COEs and other derivatives. There are situations, however, in which the “weight” is not known in advance, such as, for example, in situations of COE that guarantee at maturity better yield among ‘n’ shares. The norm does not apply to situations like this, in principle, without prejudice to the possibility of CVM action if it verifies in a specific concrete case that the operation was structured with the purpose of hiding relevant participation. With regard to the rules for calculating the percentages of participation in the case of financial derivative instruments, see item 4.9.3. A specific situation that deserves to be highlighted is that of convertible debentures and subscription warrants, the holders of which may come to become holders of shares yet to be issued. Such shares not yet issued should not be considered in the computation of the percentages that entail disclosure. However, if the investor carries out other acquisitions of shares or derivatives that entail the need for communication, the positions in convertible debentures or subscription warrants must be reported.
c. ADR, GDR, and BDR
American Depositary Receipts – ADR, Global Depositary Receipts – GDR, and other securities of Brazilian companies issued and/or listed abroad under foreign regulation must also be considered for the purposes of the disclosure of article 12 of CVM Instruction No. 358/02, insofar as they are titles representing shares of Brazilian open companies. It is clarified that BDRs must also be considered for the purposes of the disclosure provided for in the article in question, given the provision in article 21 of CVM Instruction No. 358/02, which imposes on companies sponsoring BDR programs levels II and III the rules of the aforementioned Instruction, provided they are compatible with the provisions applicable in the countries where the shares that serve as collateral for such securities were issued. Companies sponsoring BDRs level I and non-sponsored BDRs, however, do not fall under the disclosure obligation provided for in article 12 of CVM Instruction No. 358/02. It is emphasized that, in the case of the securities mentioned in the previous paragraphs, the acquisitions, movements, and alienations subject to report in communication to the market are those that correspond to 5%, 10%, 15%, and so on, of the class or species of share of the issuer represented through these titles. d. Share Lending It should be noted that the investor or group of investors who exceeds, upwards or downwards, even through ownership of shares acquired by loan, levels of 5%, 10%, 15%, and so on, of the species or class of shares representing the capital of an open company, must proceed to the disclosure of the declaration provided for in article 12 of CVM Instruction No. 358/02. In the same way, the shares subject to loan must be considered in the calculation of the increase or reduction of participation for the purposes of the provision in the caput and paragraphs 1 and 4 of the same article. In this sense, the declarations referred to in article 12 of CVM Instruction No. 358/02 must discriminate the portion of the shares held by the declaring investor that has been acquired or alienated through share lending. The obligation to communicate the relevant participation partially or entirely composed of shares taken by loan is applicable regardless of the purpose to which these operations propose. e. Indirect Participation The indirect participation referred to in CVM Instruction No. 358/02 refers to that held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the examples below:
a) company controlled, directly or indirectly, by the investor; b) exclusive investment fund, whose only shareholder is the investor; c) investment fund or portfolio in which the administrator's decisions can be influenced by the investor; d) person with whom the investor maintains a fiduciary contract.
In examples “b”, “c”, and “d”, according to the rules mentioned in this Circular (see item 4.9.1), it is the investor who must proceed to the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, given the set of shares held by him directly and indirectly.
In the hypotheses where the indirect participation occurs through other companies, as in example “a” above, the indirect participation should only be taken into consideration, for the purposes of compliance with article 12 of CVM Instruction No. 358/02, in cases where the relevant participation is reached, increased, or reduced by a group of persons, acting jointly or representing the same interest (see item 4.9.4). Thus, if an investor X does not hold any other direct or indirect share participation, but is a controlling shareholder of company Y, which, in turn, reaches a participation corresponding to 5% of the ordinary or preferred shares of the open company, it is company Y that must proceed to the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, and investor X is not obliged to make another Declaration to disclose his indirect participation in the capital of the open company. On the other hand, if investor X holds direct participation in the open company and is, furthermore, a controlling shareholder of company Y, which also holds participation in the open company, it is investor X who must proceed to the disclosure of the Declaration provided for in article 12 of CVM Instruction No. 358/02, if the sum of these participations reaches 5% or more of the ordinary or preferred shares of the open company.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) 7 de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

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

4.9.3 Calculation of increase or decrease in participation
The incidence of the obligation to disclose relevant transactions is always subject to the crossing, upwards or downwards, of the thresholds of 5%, 10%, 15%, and so on, of each species or class of shares representing the capital of a publicly held company.

It should be emphasized, however, that, in addition to the shares themselves, derivatives referenced in such shares must be considered, whether for physical or financial settlement. When taking derivatives into account in verifying the aforementioned percentages, the following rules must be observed:
a) the total quantity of shares referred to in the derivative instrument must be taken into account, without adjustments based on the delta of the position; b) there are two parallel counts: (i) one involving, together, financial derivative instruments for physical settlement and shares, and (ii) another involving only financial derivative instruments for financial settlement – disclosure is necessary when the percentages provided for in the regulation are reached in any of these counts, and the disclosure must cover both shares and other instruments referenced therein, regardless of their settlement form; c) whenever a financial derivative instrument, COE (Structured Certificate), or index fund admits the possibility of physical settlement (including through the redemption of units in shares), it must be considered as being for physical settlement; d) "sold" positions alone do not trigger a disclosure requirement, however (i) there is no offsetting between "bought" and "sold" positions, and (ii) once the disclosure requirement is triggered, it must cover even "sold" positions; e) "bought" positions are considered, for example: shares held spot, instruments that confer the right or obligation to acquire shares at a future date, and swap contracts that confer payments to the investor based on the return of the shares; f) "sold" positions are considered, for example, those resulting from instruments that confer the right or obligation to alienate shares or that imply the need to make payments positively related to the return of the shares; g) if a share has a weight of less than 20% in the determination of the return of a certain financial derivative instrument, COE, or market index investment fund, this share must not be aggregated with other positions potentially held by the investor in this share; h) if a share has a weight of more than 20% in the determination of the return of a certain financial derivative instrument, COE, or market index investment fund, this share must be aggregated with other positions potentially held by the investor in this share, weighting the notional value of the instrument in question by the respective weight of the share; and

i) shares that do not yet exist and that may be issued as a result, for example, of rights associated with convertible debentures or subscription warrants, must not be aggregated to positions already held by the investor.

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

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

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

At a later moment, the investor acquires a put option for 6 preferred shares. Regardless of the settlement form of this contract and the fact that it represents 6% of the total of this species of shares, no disclosure is necessary, and this "sold" position is disregarded in the calculation 22.

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

Note, however, that in this particular example, the investor's obligation to communicate does not entail a corresponding obligation on the part of the company to update field 15.1 of the reference form. This is because the investor's position in shares did not exceed the 5% threshold of any of the species (see item 10.2.15).

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

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

22 Although the "sold" position is disregarded in the calculation with respect to an investor, see item 4.9.4 below, with regard to intragroup positions in derivatives.

4.9.4 Group of persons acting in concert or representing the same interest
The obligation to communicate the variation in relevant shareholding covers not only individual investors, but also groups of persons acting in concert or representing the same interest. In order to facilitate understanding of the concept covered by the expression "representing the same interest," the following are exemplary hypotheses of linkage between shareholders:
a) link due to kinship, contract, or shareholders' agreement providing for voting rights; b) two or more companies under common control; c) company and its direct or indirect controller; d) exclusive fund and its sole unitholder; and e) hypotheses where there is common discretionary management of resources.

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

If the relevant participation is reached by a set of investors under common discretionary management, the declaration to be provided by the administrator must identify the manager and indicate the total shareholding held, jointly, by the funds and portfolios under his management. It is not mandatory to discriminate the funds or portfolios and their respective shareholdings, according to a Decision of the CVM Collegiate Board, in an extraordinary meeting held on 11.03.2011 (CVM Process RJ2011/2324) 23.

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

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

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

As already clarified by the CVM Collegiate Board in a previous decision (e.g. decision in Process CVM RJ2009/1365 24), the purpose of CVM Instruction No. 358/02, in requiring the disclosure of relevant participation transactions, is to inform the market about significant changes in the distribution of patrimonial and political rights among shareholders, as well as in the dispersion and liquidity of the company's shares. In the case of derivative operations carried out between companies of the same group, the accumulation of information resulting from the disclosure of each of these operations (for example, in scenarios where the risk of an operation contracted by a company of the same group is transferred to another company or companies of the same group) could impact the quality of information provided to the market. In this sense, and in cases where it may be considered that the companies of the group are "acting in concert or representing the same interest," under Article 12 of the Instruction, derivative operations between persons of the same group must be disregarded in the disclosure of relevant participation.

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

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

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

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

4.9.6 Time and form of disclosure
Under Article 12 of CVM Instruction No. 358/02, the communication of the increase or decrease in relevant participation must be made immediately after the participation referred to therein is reached. As a rule, in order to observe the deadline established in the aforementioned article, the disclosure must occur by the start of trading on the fourth business day following: (i) the date of execution of the buy or sell order for securities admitted to trading in markets managed by B3; or (ii) the date of celebration of a contract - through an unlisted instrument - that may result in the exercise of rights that have shares as their base, which, considering the participation already held by the investor, will represent a relevant percentage of the species or class of shares issued by a publicly held company.

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

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

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

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

As a rule, an increase in participation greater than 5% does not need to be disclosed in the press.

Only in cases where the acquisition results from or has been made with the objective of altering the composition of control or the administrative structure of the society, as well as in cases where the acquisition generates the obligation to make a public offer, under CVM Instruction No. 361/02, the acquirer, in addition to sending the aforementioned declaration to the Company, must promote its disclosure through the press or in a news portal present on the Internet, under Article 3, paragraph 4, of CVM Instruction No. 358/02.

The "Declarations of Acquisition of Relevant Shareholding" and "Declarations of Alienation of Relevant Shareholding" must be sent to the Investor Relations Department (DRI) of the publicly held company.

Once received by the Company, the DRI must forward the declarations via Module IPE of the Empresas.NET System, category "Market Communication", type "Acquisition/Alienation of Shareholding (Article 12 of CVM Instruction No. 358)" and species "Declaration of alienation of relevant shareholding – Article 12 of CVM Instruction No. 358/02" or "Declaration of acquisition of relevant shareholding – Article 12 of CVM Instruction No. 358/02". In the case of declarations that have been published, by virtue of paragraph 5 of Article 12 or spontaneously, the dates and newspapers in which the publication was effected must be informed.

Additionally, the DRI must evaluate if, due to the information received, the shareholding (without considering derivatives, whether for physical or financial settlement) exceeded the threshold of 5%, 10%, 15%, and so on. If affirmative, the DRI must also promote the necessary update of the information provided on the subject in the Reference Form, under paragraphs 3, items V and VI, and 4, item III, of Article 24 of CVM Instruction No. 480/09.

4.9.7 Content of the declaration of increase and decrease in participation
Both acquirers and sellers, where applicable, must disclose the information provided for in items I to VI of Article 12, caput, of CVM Instruction No. 358/02, namely:

a) name and qualification, indicating the number of registration in the National Registry of Legal Entities or the National Registry of Individuals; b) objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that the transactions do not aim to alter the composition of control or the administrative structure of the society; c) number of shares and other securities and financial derivative instruments referenced in such shares, specifying the quantity, class, and species of shares referenced; d) indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company; and e) if the shareholder is a resident or domiciled abroad, the name or corporate name and the number of registration in the National Registry of Individuals or the National Registry of Legal Entities of his attorney or legal representative in the Country for the purposes of Article 119 of Law No. 6.404/76.

It is worth noting that, in the case of funds and portfolios administered, the information provided in letter "a" above must refer to the manager, as guided in this circular (see item 4.9.4).

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

With regard to the objective of the participation provided for in letter "b" above, if applicable, the acquirer must inform that it is an operation carried out with the objective of hedging obligations assumed by him in derivative contracts.

4.9.8 Disclosure of the declaration by non-resident investor
Under Articles 12 and 21 of CVM Instruction No. 358/02, it is the responsibility of the shareholder, regardless of his domicile, to disclose the declaration of acquisition or alienation of relevant shareholding, by forwarding the information to the Company.

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

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

4.10 Trading Policy
The formulation of a trading policy for securities, provided for in Article 15 of CVM Instruction No. 358/02, is the initiative of the issuer and is optional. However, the elaboration of such a policy is recommended, as it is very useful for issuers to establish additional conduct norms to those provided for in Law No. 6.404/76 and CVM Instruction No. 358/02, for transactions involving, primarily, the company's own shares.

The trading policy should not, therefore, represent a mere repetition of the text of the aforementioned Instruction, but contain a detailed description of the procedures and measures effectively adopted by the company to avoid infringements of the norms dealing with trading in the company's shares by the company itself, controlling shareholders, administrators, members of the fiscal council or other bodies created by statutory provision.

In the event that the issuer admits the trading of persons with access to material non-public information based on individual investment plans (see item 4.11), such prerogative must be disclosed in the trading policy, under paragraph 5 of Article 15-A of CVM Instruction No. 358/02. In this case, the trading policy will be mandatory.

Issuers registered in Category A that have this policy must forward it via Module IPE of the Empresas.NET System, category "Trading Policy of the company's shares", as provided in Article 30, item XI, of CVM Instruction No. 480/09.

Although this obligation does not exist for issuers registered in Category B, voluntary submission in the manner described above is recommended.

If the issuer chooses to elaborate the trading policy and the disclosure policy as a single document, it must forward it via the Empresas.NET System, both through the category "Trading Policy of the company's shares" and through the category "Disclosure Policy of Material Act or Fact".

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

Controlling shareholders, administrators, members of the fiscal council and any bodies with technical or consultative functions, created by statutory provision, or anyone who, by virtue of their position, function, or role in the publicly held company, its controller, its subsidiaries, or affiliates, has knowledge of information regarding a material act or fact, may formalize investment plans.

The investment plan allows its holder to trade securities with knowledge of material information not yet disclosed to the market, provided the following requirements are met:
a) prior formalization in writing before the DRI; b) establishment, in an irrevocable and unrevocable manner, of the dates and values or quantities of the transactions to be carried out;

c) a minimum term of 6 (six) months for the plan, its eventual modifications and cancellations to take effect; d) the non-existence of more than one investment plan in force simultaneously; e) the non-existence of operations that nullify or mitigate the economic effects of the operations to be carried out in accordance with the investment plan; and f) at least semi-annual verification by the board of directors of the adherence of the negotiations carried out by the participant to the investment plan formalized by him.

Regarding item "b" above, it is worth noting the possibility of defining a set of parameters, such as algorithms and formulas, which, once applied to the specific case, determine whether the transactions will be carried out or not and, if so, the dates and financial values involved. In this case, however, all parameters must be previously and objectively defined and be irrevocable and unrevocable, in order to eliminate the ex post discretion of the participant in carrying out or not the transaction in question.

Regarding item "e", attention is drawn to the impossibility of carrying out operations with financial derivative instruments for the purpose of hedging the commitment assumed by the participant in the investment plan.

The investment plan may also allow its holder to negotiate securities in the 15-day period prior to the disclosure of quarterly (ITR) and annual (DFP) information by the issuer, provided that, in addition to the above requirements, the following is also observed:
a) a schedule with specific dates for the disclosure of ITR and DFP forms has been approved; and b) the plan obliges the participant to revert to the company any avoidable losses or gains made in negotiations resulting from eventual changes in the disclosure dates of the ITR and DFP forms, calculated by reasonable criteria defined in the plan itself.

Some open companies opt to extend similar restrictions described in this section to a larger set of people, such as employees and collaborators, requiring, in addition, that the negotiations of these people take place in line with an investment plan signed by the participant.

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

In this sense, it is permitted for companies to require their collaborators to have investment plans that will not be periodically followed by the board of directors, and for this reason, also do not serve to allow transactions in periods in which CVM Instruction No. 358/02 determines that they should not be carried out. Even in these cases, it is recommended that the company have other internal procedures to regularly verify the investment plans in question.

Finally, it should be clarified that investment plans should not be sent by the Empresas.NET System.

4.12 Disclosure Policy
The policy for the disclosure of an act or relevant fact is a mandatory document established in article 16 of CVM Instruction No. 358/02, for all issuers. Such a document must include, at a minimum, the channel or channels of communication it uses to disseminate information about acts and relevant facts (in the terms of article 3, paragraph 4, of CVM Instruction No. 358/02) and the procedures related to the maintenance of confidentiality regarding undisclosed relevant information.

It is recommended that the Disclosure of Information Policy provide for adequate internal controls for each type of information to be treated as, for example, by creating a classification by order of relevance, and access controls for each type of information. Additionally, it is recommended that the Disclosure Policy establish objective criteria for determining the time, form and means of disclosure of information, and for identifying exceptional cases that would justify the exception to the rule of immediate disclosure and the request for maintenance of confidentiality with the CVM.

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

Issuers must send the Disclosure Policy to the CVM, via the IPE Module of the Empresas.NET System, category "Disclosure Policy of Act or Relevant Fact", as provided for in article 30, item XII (for issuers registered in Category A), and in article 31, item VII (for issuers registered in Category B), both of CVM Instruction No. 480/09.

If the issuer chooses to prepare the trading policy and the disclosure policy as a single document, it should send it via the IPE Module of the Empresas.NET System, both by the category "Trading Policy of the company's shares" and by the category "Disclosure Policy of Act or Relevant Fact".

The disclosure policy of an act or relevant fact must be updated whenever there is any change in the communication channels used by the company, in accordance with paragraph 7 of article 3 of CVM Instruction No. 358/02, prior to the implementation of the change.

It is recommended that the disclosure policy be drafted in a clear, objective and detailed manner, bringing specific procedures, such as:

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

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

The submission of the bylaws attached to the minutes of the assembly that deliberated its amendment does not exempt its submission via the IPE Module of the Empresas.NET System in the "Bylaws" category.

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

It should be noted that issuers registered in Category B are obliged to send, via the Empresas.NET System, in the manner described above, the minutes of Board of Directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, accompanied by any statements forwarded by the councilors, within 7 (seven) business days from their holding, as provided for in item V of article 31 of CVM Instruction No. 480/09.

Issuers whose securities are admitted to trading in organized markets must also observe the rules established by the entities administering such markets regarding the deadline for providing information on Board of Directors deliberations that impact the rights and the form of trading of the securities they issue.

Finally, although minutes relating to board meetings have not been included in the Instruction among the information subject to mandatory presentation, voluntary submission is recommended.

4.15 Communication of auditor change
As determined by article 28 of CVM Instruction No. 308/99, it is the responsibility of the audited entity's administration, within 20 (twenty) days, to communicate the change of auditor to the CVM, with or without termination of the contract for the provision of audit services, with justification for the change, in which the consent of the replaced auditor must be stated.

Such communication must be sent to the CVM, by the Company's Investor Relations Department (DRI), via the IPE Module of the Empresas.NET System, category "Market Communication", type "Change of auditor (article 28, CVM Instruction No. 308/99)".

It should be highlighted that, according to article 29 of the aforementioned Instruction, it is the responsibility of the fiscal council of the audited entity, when in operation, to verify the correct compliance by the administrators with the provisions of article 28.

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

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

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

In addition, the issuer must resubmit the Registration Form with the updated data of the new independent auditor, within 7 (seven) business days from the fact that caused the alteration (in this case, this should be understood as the aforementioned communication of change of auditor), in accordance with article 23 of CVM Instruction No. 480/09.

We emphasize that item 3.3 of the Registration Form – "Start date of service provision" should be understood as the start date of the period of the first document audited by the new auditor. Example:
In the case of the 1st ITR/17, the start date would be 01.01.17.

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

Such disclosure must occur through the IPE Module of the Empresas.NET System, category "Communication on Related-Party Transaction".

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

However, the SEP advises that the term "occurrence" be interpreted as: (i) the date of signing of the contract, if any, that establishes the transaction or set of transactions between related parties; or (ii) when there is no contract, the date of settlement of the transaction or the date of start of its execution, whichever occurs first.

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

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

The hiring, for example, of a related party in 2017 to provide services totaling R$40 million would not be subject, in principle, to communication. If, in 2018, there is a new hiring of the same related party to provide new services, with a new contract, totaling R$10 million, but which falls under the definition of related transaction set out above, the transactions must be reported. The fact that the hiring takes place in different years does not rule out the need for disclosure.

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

Transactions referenced in foreign currency must be periodically verified to analyze their classification for disclosure.

The following do not need to be subject to disclosure: (a) transactions between the issuer and its controlled companies, direct and indirect, except in cases where there is participation in the capital stock of the controlled company by the direct or indirect controllers of the issuer, its administrators or persons linked to them; (b) transactions between controlled companies, direct and indirect, of the issuer, except in cases where there is participation in the capital stock of the controlled company by the direct or indirect controllers of the issuer, its administrators or persons linked to them; and (c) remuneration of administrators.

For the purpose of illustrating the logic of incidence and non-incidence of the rule, see the chart below:
Imagine that the issuer reporting the information is A.
Transactions (i) between A (or its subsidiaries Sub A1 and Sub A 2) and the Controller; and (ii) between A (or its subsidiaries Sub A1 and Sub A 2) and B should be disclosed.

Controller
A
Sub A1 Sub A2
B

There is no obligation to disclose (i) transactions of Sub A1 and Sub A2 between themselves nor (ii) transactions between A and its subsidiaries. Such disclosure would only become mandatory if the Controller or B held participation in Sub A1 or Sub A2 by another means other than via A 25.

We highlight that, according to a decision of the Collegiate Body in process 19957.003597/2018-19, 26 ordinary and recurring cash and treasury management operations, carried out within the interval of the tariff tables published by the contracted financial institutions, are exempt from disclosure in accordance with Annex 30-XXXIII, even if they exceed the financial levels referred to in the regulation. The exemption does not cover the disclosure of related-party transactions in the reference form and in the financial statements, in the form of the specific regulation applicable, nor does it exempt administrators and controlling shareholders from the duties established in the Companies Law.

Still within the scope of the aforementioned decision, it should be noted that the CVM Collegiate Body understood the forwarding of the aforementioned process to the Market Development Superintendence – SDM, so that it would conduct studies on the subject, aiming at eventual regulatory alteration that encompasses the exemption now treated.

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

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

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

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

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

Whenever such a document exists, it must be forwarded via the Empresas.net System, under the category “Related-Party Transactions Policy”.

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

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

4.17 Communication regarding indemnity contracts
In accordance with Circular Letter No. 9/2018/CVM/SEP, whenever there is a commitment to provide indemnity for administrators, the company must forward, via the Empresas.Net System, the indemnity contracts, their amendments, and any other documents that also reflect the terms and conditions applicable to the indemnity regime.

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

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

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

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

As for other stock-based compensation plans, they must be archived under the category “Stock-Based Compensation Plan (Except Option Plan)”.

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

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

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

In the preparation of earnings releases, considering the risks arising from the disclosure of only a portion of the information contained in the financial statements, special attention must be paid to the observance of the principles contained in Articles 14 to 16 of Instruction No. 480/09, notably with regard to the disclosure of complete, consistent information that does not mislead the investor.

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

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

4.20 Presentation material to analysts / market agents
In accordance with Article 30, item XIV, of CVM Instruction No. 480/09, companies that hold public meetings with analysts and market agents must forward the material presented on the same day of its occurrence.

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

For the equitable treatment of all market participants, this material must be sent before or simultaneously with the start of the meeting, containing all relevant information that will be addressed therein. In the preparation of the material, it should be ensured that it can be easily understood, even by users who will not participate in the meeting.

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

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

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

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

At the time of hiring or dismissal of the market maker, by the issuer or its controlling shareholder, the company must inform the CVM and the stock exchange or the over-the-counter organized market entity, as applicable: I – name and qualification of the market maker; II – the company's objective in the operation; III – the duration of the contract; IV – the quantity of shares in circulation in the market, by species and class, according to the definition contained in CVM Instruction No. 10/80; V – indication of any agreement or contract between the market maker and the controlling shareholder, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

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

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

4.22 Installation of the Statutory Audit Committee and election of its members
We draw attention to the obligation to send the communications provided for in items XXIX and XXX of Article 30 of CVM Instruction No. 480/09, including regarding the information of the curriculum of new members in case of change in the committee's composition, which must be forwarded using Module IPE of the Empresas.NET System: Category: “Market Communication”, Type: “Installation, change in composition, or dissolution of the statutory audit committee”. The subjects are mandatory fields and are as follows: Installation of the statutory audit committee, Change in the composition of the statutory audit committee, and Dissolution of the statutory audit committee.

5 Common Guidelines for Periodic and Occasional Information

5.1 Cooperation Agreement between CVM and B3 – Brasil, Bolsa, Balcão (B3)
On 13.12.2011, in order to avoid overlapping efforts, the CVM and B3 – Brasil, Bolsa, Balcão (B3) signed an agreement establishing mechanisms for cooperation and organization of the supervision activities exercised by the CVM and by this exchange, within their competencies, regarding the monitoring of the disclosure of information provision to the market by issuers with securities traded on the exchange.

As provided in the agreement, the SEP and the Issuers Directorate of the Exchange (DIE) also signed, on 13.12.2011, a Work Plan, establishing the information and documents whose disclosure will be supervised by B3 and how the SEP's action will occur in support of the exchange, whether by exercising consultative and training activities, or by acting with the companies, in cases where the exchange's requests are not met.

Thus, we draw the attention of issuers with securities traded on B3 to the need to comply with the requests that may be issued by the exchange based on the aforementioned agreement.

The full version of the agreement can be consulted on the CVM website (www.cvm.gov.br), at the address http://www.cvm.gov.br/export/sites/cvm/convenios/anexos/Convenio-BMFBovespa.pdf.

5.2 General Guidelines
The forwarding of periodic and occasional information provided for in CVM Instruction No. 480/09, CVM Instruction No. 481/09, Article 28 of CVM Instruction No. 308/02, and CVM Instruction No. 358/02 must be done via the Empresas.NET System (see Chapter 9).

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

For information whose delivery deadline is not stipulated in CVM Instruction No. 480/09 in business days, it is worth informing that, coinciding with Saturday, Sunday, or national holiday, the final date for the presentation of periodic and occasional information will be the next business day, as established by Article 66 of Law No. 9.784/99.

The issuer that fails to comply with the obligations of delivering periodic information provided for in CVM Instruction No. 480/09 will be subject to a daily coercive fine (see item 2.5.1), according to the values related in Article 58 of the aforementioned Instruction, without prejudice to the assessment of eventual responsibilities of the administrators for non-compliance with the deadlines (and, when applicable, the interventor, the trustee, the judicial administrator, the judicial manager, or the liquidator), in accordance with Articles 9, item V, and 11 of Law No. 6.385/76.

Furthermore, it is emphasized that it constitutes a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6.385/76, the transgression of the provisions of CVM Instruction No. 358/02, as provided in its Article 18, as well as the disclosure to the market or delivery to the CVM of false, incomplete, or inaccurate information that misleads the investor and the repeated non-observance of the deadlines fixed for the presentation of occasional information provided for in CVM Instruction No. 480/09, in accordance with its Article 60.

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

In this sense, it is worth mentioning the vote delivered by the President of the CVM to PAS RJ2011/9493 (minutes of the Collegiate Meeting No. 6, of 05.02.2013) 27 suggesting that, on these occasions, the DRI must disclose a Market Communication informing (a) that the company will not disclose the aforementioned periodic information within the deadlines established in the Corporate Law or in specific norms regarding the subject; (b) the reasons why the company will not be able to meet the deadline; (c) the effective measures that are being taken to correct the problem; and (d) the estimated deadline, within reasonableness, for the disclosure of the periodic information that will not be provided in a timely manner.

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

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

Although not crucial, the following should also be observed:
a) Page and paragraph breaks that prevent truncated reading, in order to avoid “orphan” and “widow” lines; b) Use of typography and font size consistent throughout the document; c) Consistency in sequences of alphabetical and numbered lists, in order to prevent doubts regarding the logical structure of the document; d) Consistent page size throughout the same document; e) Avoid the inappropriate separation of titles, table headers, or footnotes from their respective contents, across two pages; f) Pay attention to misaligned or poorly formatted tables, which hinder the understanding of the information; g) In pages of files that have been digitized, avoid the presence of stains resulting from the digitization process, such as threads and black margins; h) Signatures must be omitted or replaced with the expression “/s/” – indication that the original contains the signature of the person responsible for the information;

i) Observe the optimization of page and section spaces; and j) Avoid blank pages with repetition of headers and/or footers.

5.3 Obligation to maintain a page on the World Wide Web
CVM Instruction No. 480/09 determines, in its Article 13, that the issuer must send to the CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and occasional information, according to the content, form, and deadlines established in Chapter III of the Instruction, which provides, among other things, for the obligation of sending through an electronic system available on the CVM's page on the World Wide Web.

The issuer registered in Category A must also place and maintain the information disclosed by it on its page on the World Wide Web for 3 (three) years, counted from the date of disclosure.

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

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

Although not mandatory, it is recommended that companies registered in Category B place and maintain the periodic and occasional information provided in compliance with Articles 21 and 31 of CVM Instruction No. 480/09 on their own page on the World Wide Web, similar to what is required for companies registered in Category A by Article 13, paragraph 2, of the aforementioned Instruction.

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

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

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

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

According to paragraphs 4 and 5 of Article 56 of CVM Instruction No. 480/09, amended by CVM Instruction No. 586/17, confidential information must be sent in a sealed envelope addressed to the SEP, with the word “confidential” appearing on the envelope, and the issuer and its administrators, directly or through the DRI, will be responsible for immediately disclosing to the market the information for which the SEP has approved confidential treatment, in the event that the information escapes control or if there is an atypical fluctuation in the quotation, price, or quantity traded of the issuer's securities.

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

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

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

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

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

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

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

6.2 Issuers in special situations
6.2.1 Issuers in extrajudicial recovery
In addition to the periodic and eventual information provided for in Sections II and III of Chapter III of CVM Instruction No. 480/09, issuers in extrajudicial recovery must send reports to the CVM on compliance with the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided for in Article 35 of the Instruction. These reports must be sent through Module IPE of the Empresas.NET System, category “Information on companies in judicial or extrajudicial recovery”, type “Compliance Report with the Plan”.

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably with regard to the change in the company's situation and its responsible person, by sending the Registration Form, within 7 (seven) business days from the fact that caused the alteration, without prejudice to the confirmation of the information contained in the Form until May 31 of each year, in accordance with Article 23 of CVM Instruction No. 480/09.

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

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

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

It is worth noting that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, notably with regard to the change in the company's situation and its responsible person, by sending the Registration Form, within 7 (seven) business days from the fact that caused the alteration, without prejudice to the confirmation of the information contained in the form until May 31 of each year, in accordance with Article 23 of CVM Instruction No. 480/09.

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

6.2.3 Issuers in bankruptcy
According to Article 38 of CVM Instruction No. 480/09, with wording given by CVM Instruction No. 586/17, the issuer in bankruptcy is exempt from providing the periodic information referred to in Section II of Chapter III of CVM Instruction No. 480/09, except regarding the registration form, in accordance with art. 23 and its sole paragraph.

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

6.2.4 Issuers in liquidation
According to Article 40 of CVM Instruction No. 480/09, with wording given by CVM Instruction No. 586/17, the issuer in liquidation is exempt from providing the periodic information referred to in Section II of Chapter III of CVM Instruction No. 480/09, except regarding the registration form, in accordance with art. 23 and its sole paragraph.

Furthermore, these issuers must send to the CVM, through Module IPE of the Empresas.NET System, the eventual information provided for in the Instruction, including the following information listed in Article 41 of CVM Instruction No. 480/09, within the respective specified deadlines:
a) act of appointment, dismissal, or replacement of the liquidator, in the category “Information on Companies in Liquidation”, types “Appointment of liquidator”, “Dismissal of liquidator” or “Replacement of liquidator”, as applicable; b) general list of creditors prepared by the liquidator, in the category “Information on Companies in Liquidation”, type “General list of creditors”; c) definitive general list of creditors, in the category “Information on Companies in Liquidation”, type “Definitive general list of creditors”; d) final report and balance sheet of the liquidation, in the category “Information on Companies in Liquidation”, type “Final report and balance sheet of the liquidation”; e) other reports, opinions, and accounting information, in the category “Information on Companies in Liquidation”, type “Other reports, opinions, and accounting information”; and f) act of closing the liquidation, in the category “Information on Companies in Liquidation”, type “Act of closing the liquidation”.

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

7 Relevant Corporate Events and Other Guidelines
7.1 Common guidelines for ordinary and extraordinary general meetings
7.1.1 Shareholder representation at the meeting
Paragraph 1 of Article 126 of Law No. 6.404/76 establishes that a shareholder may be represented at a meeting by a proxy appointed for less than 1 (one) year, who is a shareholder, administrator of the company, or lawyer, and that, in the case of a publicly-held company, the proxy may also be a financial institution, with the fund manager representing the co-owners.

The CVM Collegiate, in a meeting held on 04.11.2014 (CVM Process RJ2014/3578) 28, understood that corporate shareholders may be represented at shareholders' meetings by their legal representatives or through duly constituted agents, in accordance with the company's constitutive acts and the rules of the Civil Code. In this way, there is no need for this agent to be a shareholder, administrator of the company, or lawyer.

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

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

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

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

It is also noted that, in a meeting held on 24.06.2008 (CVM Process RJ2008/1794) 29, the CVM Collegiate issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the Companies Law require the notarization or consularization of proxies. In this way, the company may always, at its discretion, dispense with the notarization and consularization of the proxy instruments granted by shareholders to their representatives.

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

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

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

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

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

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

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

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

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

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

When the public proxy request is carried out by the company, the administration must communicate to the market its intention to carry out the request up to 10 (ten) business days before the start of the campaign, indicating the matters for which proxies will be requested.

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

In this sense, the rule stipulates that proxies subject to public requests promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both in the candidates indicated by the administration, as well as in candidates indicated by shareholders representing at least 0.5% (half a percent) of the share capital.

Shareholders who represent at least 0.5% (half a percent) of the share capital of the publicly-held company may also obtain a list containing the addresses of all other shareholders of the company, at no cost (see item 7.1.3).

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

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

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

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

The reimbursement must be made within 10 (ten) business days counted from the receipt of the request filed with the company, which must be accompanied by all supporting documents for the reimbursable expenses incurred.

It is emphasized that the company that accepts electronic proxies through a system on the worldwide computer network will not be obligated to reimburse shareholders for expenses incurred with the making of public requests for proxies to exercise the right to vote (Article 32 of CVM Instruction No. 481/09).

It is worth noting that companies that adopt distant voting, in accordance with CVM Instruction No. 561/15, and that wish to make a public request for a proxy must disclose, together with the communication to the market of their intention to make the said request (Article 27 of CVM Instruction No. 481/09), all valid requests for the inclusion of proposals and candidates received so far, in accordance with Article 21-P of CVM Instruction No. 481/09 (see item 7.1.6).

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

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

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

CVM Instruction No. 481/09, which regulates public requests for proxies to exercise the right to vote, also regulates the matter.

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

According to the Instruction, requests for a list of addresses filed by shareholders holding 0.5% (zero point five percent) or more of the company's share capital, based on Article 126, paragraph 3, of Law No. 6.404/76, must be attended to by the company within, at most, 3 (three) business days, and the company is prohibited from: (a) requiring any other justifications for the request; (b) charging for the provision of the list of shareholders; or (c) conditioning the approval of the request to the fulfillment of any formalities or the presentation of any documents not provided for in paragraph 2 of Article 126, namely: (i) contain all the informative elements necessary to exercise the requested vote; (ii) allow the shareholder to exercise a vote contrary to the decision by indicating another proxy to exercise this vote; and (iii) be addressed to all holders of shares whose addresses are in the company's registers.

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

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

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

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

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

It is emphasized that the CVM Board has confirmed, on more than one occasion, in sanctioning processes, that entities over which the company's controller has decisive influence cannot participate in the separate election of members of the fiscal council provided for in Article 161, paragraph 4, of Law No. 6.404/76, whether in the seat of preferred shareholders or in the seat of minorities. In this sense, see the decision of the CVM Board issued in CVM PAS No. 11/2012, in a judgment session held on 02.12.2014 30.

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

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

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

Thus, as already stated in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/05 31, the voting impediment extends to pension entities sponsored by the public company or its holding companies when, cumulatively:
a) the indication of the majority of its administrators falls to the sponsor or its controller, even when the tie-breaking vote falls to the representative of the sponsor or its controller; and b) no mechanism has been adopted that ensures that the deliberation to choose the councilors to be elected by minority shareholders was taken with the majority participation of the administrators elected by the participants of the pension entity.

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

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 32, the voting impediment is directed at the shareholder. It is then up to the president of the table to declare this impediment only in cases where the prohibition is evident. Thus, the president of the assembly table should only impede the vote of shareholders in the separate election if it remains evident, in each case, that there is decisive influence of the controller or sponsor on the voting decision of the complementary private pension entity.

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

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

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

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

31 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html 32 See http://www.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html

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

Once the installation is approved, the election of its members becomes obligatory 33. However, the percentage of shareholding for the separate election, referred to in paragraph 4, (a), of Article 161 of Law No. 6.404/76, cannot be reduced by the CVM, since it does not fall into one of the hypotheses provided for in Article 291 of the same law.

For this reason, in cases where (i) there are no non-controlling shareholders holding preferred shares; and (ii) minority shareholders holding ordinary shares do not reach the percentage for the separate election of a member of the fiscal council, the CVM's understanding 34 is that the shareholders present, including the controller, may elect the fiscal councilors, by majority vote. The controlling shareholder is not obliged to participate in the election of the members of the fiscal council in the mentioned hypothesis, and if he does not do so, all councilors will be elected by the vote of the other shareholders, regardless of their participation in the capital, since the council will be installed (Article 161, paragraph 2), and the election of its members will be obligatory (Article 161, paragraph 4).

Furthermore, it is worth highlighting the understanding issued by the CVM Board in the meetings of 06.05.2008 35 and 23.09.2008 36 (CVM Process RJ2007/11086), in the sense that the requirement of “10% or more of the shares with voting rights” provided for in Article 161, paragraph 4 does not refer to the number of shares that the minority present at the assembly needs to hold to elect, in a separate vote, one member and respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all non-controlling shareholders of the company.

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

For its part, public companies registered in Category B must, in line with the provisions of Article 133, item V of Law No. 6.404/76 (in the case of OGA) and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, send all documents necessary to exercise the right to vote in general assemblies, and must provide sufficient information about the candidates, in order to allow shareholders to deliberate on the matter.

In line with the provisions of Article 6, item II, of CVM Instruction No. 481/09, for those companies that adopt distant voting (see item 7.1.6), in accordance with CVM Instruction No. 561/15, companies must disclose information about candidates for the Board of Administration and Fiscal Council proposed by non-controlling shareholders, giving these candidates the same transparency and disclosure currently given to candidates proposed by the administration or by controlling shareholders by virtue of Article 10 of CVM Instruction No. 481/09.

33 See http://www.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://www.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html 34 See http://www.cvm.gov.br/decisoes/2007/20070710_R1/20070710_D16.html and http://www.cvm.gov.br/decisoes/2008/20080311_R1/20080311_D01.html 35 See http://www.cvm.gov.br/decisoes/2008/20080506_R1/20080506_D03.html 36 See http://www.cvm.gov.br/decisoes/2008/20080923_R1/20080923_D02.html

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

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

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

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

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

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

The election of alternate members of the Fiscal Council is, therefore, obligatory, and the Fiscal Council must be composed of titular and alternate members in equal number, inasmuch as the indication of the alternate member is necessary to prevent the possibility of absence of the titular member, avoiding that shareholders are unable to exercise their fundamental right to supervise, provided for in Article 109, item III, of Law No. 6.404/76, through their elected representative.

7.1.5 Election of members of the Board of Administration
Law No. 6.404/76 establishes, as a rule, the election of members of the board of administration by absolute majority (Article 129), and those who gather the largest number of votes from those present at the assembly are elected. To ensure, however, the proportional character of the filling of the board of administration positions, the law created two other electoral mechanisms that confer to minorities holding relevant participation the possibility of electing members to the board of administration, through:
a) the multiple voting process provided for in the caput of Article 141; and b) the separate election mechanism provided for in paragraph 4 of Article 141, in which the majority of holders may elect one member and his alternate, excluding the controlling shareholder:
(i) of shares issued by a public company with voting rights, representing, at least, 15% (fifteen percent) of the total of shares with voting rights; and (ii) of preferred shares without voting rights or with restricted voting rights issued by a public company, representing, at least, 10% (ten percent) of the share capital.

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

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

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

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

The CVM Board, in a meeting held on 04.11.2014 (CVM Processes No. RJ2013/4386 and RJ2013/4607) 37, understood that shares kept in treasury must be excluded from the total number of shares or the total number of shares with voting rights, as the case may be, for the purposes of calculating the percentages indicated in Article 141, paragraphs 4 and 5, of Law No. 6.404/76.

Article 239 of Law No. 6.404/76 also ensures to the minority the right to elect one of the members of the board of administration, if a larger number does not fall to them by the multiple voting process, in mixed-economy societies.

The objective of introducing the separate voting mechanism for the election of representatives of preferred and minority shareholders in the fiscal and administration councils is to make the body effectively representative, which contributes to the good governance of public companies.

37 See http://www.cvm.gov.br/decisoes/2014/20141104_R1/20141104_D16.html

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

For this reason, the SEP understands that the interpretation the CVM has been making in Advisory Opinion CVM No. 19/90 and in sanctioning proceedings regarding the separate election provided for in Article 161, paragraph 4, of Law No. 6.404/76 (see item 7.1.4) also applies to the separate election of Article 141, paragraphs 4 and 5, of Law No. 6.404/76, as well as to Article 239 of that Law.

The prerogative to elect members of the board of directors established in these devices belongs to minority or preferred shareholders whose will cannot be determined, directly or indirectly, by the controlling shareholder or by entities in which he, directly or indirectly, exercises decisive influence. In this sense, see the decision of the CVM Board issued in CVM PAS No. 11/2012, in a judgment session held on 02.12.2014 38.

The SEP understands that the understanding established in the vote of President-Relator Marcelo Trindade in CVM PAS No. 07/05 39 (see item 7.1.4) also applies to the elections of members for the board of administration referred to in Articles 141, paragraphs 4 and 5, and 239 of Law No. 6.404/76. Thus, in analyzing the existence of decisive influence by the controller over other shareholders of the company, for the purpose of verifying the classification of these as minority holders of the right to participate in the separate election, the governance structure of each shareholder will be taken into account, mainly.

It is emphasized that, as mentioned in the vote of Director Otávio Yazbek, within the scope of CVM Process No. RJ2009/13179 40, the voting impediment is directed at the shareholder. It is then up to the chairman of the board to declare this impediment only in cases where the prohibition remains evident. Thus, the chairman of the assembly should only prevent shareholders from voting in the separate election if it remains evident, in each case, that there is decisive influence by the controller or sponsor on the voting decision of the supplementary private pension entity.

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

Still regarding the election of board members by non-controlling shareholders, it is emphasized that in the meeting held on 11.04.2006 41, the CVM Board decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6.404/76 given in the meeting of 08.11.2005 (CVM Process RJ2005/5664) 42, which, in cases where the company has only issued shares with voting rights, shall have the right to elect and remove one member and his alternate from the Board of Administration, in a separate vote at the general meeting, excluding the controlling shareholder, the majority of holders who own at least 10% of the total shares with voting rights.

38 See http://www.cvm.gov.br/sancionadores/sancionador/2014/20141202_PAS_112012.html 39 See http://www.cvm.gov.br/sancionadores/sancionador/2007/20070424_0705.html 40 See http://www.cvm.gov.br/decisoes/2010/20100909_R1/20100909_D09.html 41 See http://www.cvm.gov.br/decisoes/2006/20060411_R1/20060411_D03.html 42 See http://www.cvm.gov.br/decisoes/2005/20051108_R1/20051108_D02.html

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

In cases where a shareholder requests the adoption of the multiple voting procedure for the election of members of the board of administration, we draw attention to the possibility that this shareholder may withdraw the request at any time, even in the assembly itself, as decided in Process 19957.003630/2018-01.
43 Therefore, it is recommended that shareholders who are interested in election through multiple voting present their own requests for the adoption of such procedure, regardless of similar previous requests that have been formulated by other shareholders.
Thus, even if a previous request is withdrawn by the shareholder who formulated it, the multiple voting procedure should still be observed.

Article 239 of Law No. 6.404/76, specifically aimed at mixed-economy companies, allows holders of ordinary non-controlling shares of these companies, regardless of the shareholding they own, to elect one member of the board of administration, if a larger number does not fall to them through the multiple voting process provided for in Article 141 of the Law. Thus, the application of Article 239 depends initially on verifying the number of board members that ordinary share holders will be able to elect through the multiple voting process.

It is important to emphasize that the CVM Board decided, in a meeting held on 07.07.2015 (RJ2014/4375) that, in mixed-economy companies, the application of Article 239 excludes the application of Article 141, paragraph 4, item I of Law No. 6.404/76, prevailing, thus, the special rule over the general determination.

Notwithstanding, since it is specifically directed to shareholders holding ordinary shares, the use of Article 239 does not prejudice the exercise by preferred shareholders of the right to elect separately one member of the board of administration and his alternate, in the form of Article 141, paragraph 4, item II, of Law No. 6.404/76, although paragraph 5 of Article 141 of Law No. 6.404/76 remains inapplicable, since minority shareholders with voting rights would have already participated in the election referred to in said Article 239, it being impossible to use their shares to compose the quorum required by said paragraph 5.

Note that Article 147, paragraph 1, of Law No. 6.404/76 enumerates certain hypotheses of ineligibility for administrative positions, including cases provided for in special law. In this regard, and specifically regarding the situation of open mixed-economy companies, attention is drawn to the hypotheses of ineligibility provided for in Article 17, paragraph 2, of Law No. 13.303/16. In this regard, in addition to observing, in the election of their own administrators, the hypotheses of ineligibility provided for in such device, according to the understanding of the Board in Process 19957.008923/2016-12 44, mixed-economy companies must also refrain from making indications of persons included in these hypotheses for positions in companies in which such mixed-economy companies are investors.

Additionally, according to the understanding of the Board in Process 19957.011269/2017-05 45, the requirements and prohibitions for the indication and election of administrators, provided for in Law 13.303/16, also apply to members of the statutory committee for indication and evaluation provided for in art. 10 of the said law.

43 See http://www.cvm.gov.br/decisoes/2018/20181009_R1/20181009_D1053.html 44 See http://www.cvm.gov.br/decisoes/2016/20161227_R1/20161227_D0476.html 45 See http://www.cvm.gov.br/decisoes/2018/20180105_R1/20180105_D0870.html

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

It is necessary to alert that CVM Instruction No. 481/09 provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent by the date of publication of the first announcement of convocation, except when Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

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

Regarding open companies registered in Category B, it is worth noting that, in accordance with Article 133, item V of Law No. 6.404/76 (in the case of the OGM), paragraph 3 of Article 135 of Law No. 6.404/76 (in the case of the OGM) and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, it is mandatory to send all documents necessary for the exercise of the right to vote at general meetings. Thus, sufficient information about the candidates must be provided, in order to allow shareholders to deliberate on the matter.

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

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

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

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

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

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

7.1.6 Remote Voting – CVM Instruction No. 561/15
a. Scope of CVM Instruction No. 561/15

On 07.04.2015, CVM Instruction No. 561/15 was issued, which made changes to CVM Instructions No. 480/09 and No. 481/09 in order to regulate the participation and remote voting of shareholders in general meetings of open companies. Through this norm, the CVM sought to facilitate participation in the assembly and the exercise of certain rights by non-controlling shareholders.

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

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

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

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

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

The provisions of the norm must be applied mandatory, from January 1, 2018, for open companies registered in category A and authorized by a market administrator entity to trade shares on a stock exchange.

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

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

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

In line with what is provided for in paragraph 2 of Article 21-A of CVM Instruction No. 481/09, any open company to which the said instruction applies may use remote voting voluntarily in a particular extraordinary general meeting, even if it has not announced the adoption of the remote voting mechanism in the form of CVM Decision No. 741/15. The issuer who chooses to adopt remote voting in an extraordinary general meeting not included in the list of Article 21-A of CVM Instruction No. 481/09 will not be obliged to do so in other extraordinary general meetings, but must follow the deadlines provided and conditions established in Chapter III-A, except for Section IV, of CVM Instruction No. 481/09.

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

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

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

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

In addition, in case of second convocation, the deadlines provided for in CVM Instruction No. 481/09 are not altered, all deadlines established for the first convocation of the assembly in question being maintained.

b. Remote Voting Bulletin

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

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

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

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

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

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

Notwithstanding, the forwarding of the bulletin of the mentioned OGM/EGM will be done in a single pdf document (see item 7.1.6.b.1).

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

(i) up to 20 (twenty) days before the date scheduled for the holding of the assembly for the inclusion of candidates indicated for the board of administration and the supervisory board in the form of art. 21-L (art. 21-A, §3, I of CVM Instruction No. 481/09); or (ii) in exceptional situations, to correct a relevant error that prejudices the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws (art. 21-A, §3, II of CVM Instruction No. 481/09).

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

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

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

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br (ii) that votes already conferred on the amended resolution will be considered invalid, in the case provided for in Article 21-A, §3º, II of CVM Instruction No. 481/09; (iii) the deadline for the shareholder, if they wish, to send a new voting instruction; and (iv) that, to avoid having their voting instruction considered conflicting, it is recommended that the shareholder send any new instruction to the same service provider previously used. The voting instruction must be sent by the shareholder (i) directly to the company (by postal or electronic mail), (ii) to the shareholder's custodian (if the shares are deposited in a central depository) or (iii) to the financial institution contracted by the company to provide securities registration services, and must be received up to 7 (seven) days before said date, in accordance with Article 21-B of CVM Instruction No. 481/09. Shareholders who wish to may, in accordance with Article 21-L of CVM Instruction No. 481/09, request the inclusion of proposals in the Remote Voting Bulletin of (i) candidates for the company's board of directors and fiscal council and (ii) matters to be deliberated at the ordinary general assembly, and for this purpose, the participation percentages provided for in Annex 21-L-I and Annex 21-L-II of CVM Instruction No. 481/09 must be observed, respectively. In these cases, within 3 (three) business days, the company must inform the requesters that it will include the proposals received from shareholders in the voting bulletin or indicate the complete list of reasons why such request does not meet regulatory requirements, including cases where requests were received outside the deadlines established by CVM Instruction No. 481/09. Although item II of Article 21-L of CVM Instruction No. 481/09 limits the inclusion of shareholder deliberation proposals to the occurrence of ordinary general assemblies, these proposals may concern matters within the competence of ordinary or extraordinary general assemblies, as provided for in the sole paragraph of Article 21-M of said Instruction. In the case of deliberation proposals in the remote voting bulletin at the time of an AGM, the request must be sent during the period between the first business day of the fiscal year in which the ordinary general assembly will be held and up to 45 (forty-five) days before the date of its holding, in accordance with CVM Instruction No. 594/17. In the specific case of indicating candidates for the company's board of directors and fiscal council, in accordance with Art. 21-L, §1º of CVM Instruction No. 481/09 amended by CVM Instruction No. 594/17, the request must be received by the investor relations director, in writing and in accordance with the guidelines contained in item 12.2 of the reference form, within the following deadlines:
(i) between the first business day of the fiscal year in which the general assembly will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general assembly; or (ii) between the first business day after the occurrence of an event justifying the convening of a general assembly to elect members of the board of directors and fiscal council and up to 25 (twenty-five) days before the date of holding the assembly, in the case of an extraordinary general assembly convened for this purpose.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br As with the disclosure of the Remote Voting Bulletin by companies, the proposals for inclusion of deliberations made by shareholders must contain a description of the matters to be deliberated in clear, objective language that does not mislead, and may also contain links to pages on the World Wide Web where the proposals are described in more detail, and the other provisions of Article 21-M of CVM Instruction No. 481/09 on the subject must also be observed. As provided for in Article 21-O of CVM Instruction No. 481/09, the request for inclusion of proposals in the Remote Voting Bulletin may be revoked at any time until the date of the general assembly, by written communication from the respective proposers, addressed to the company's DRI, in which case the votes already conferred on the revoked proposal will be disregarded. The company must immediately communicate to the market the revocation of the inclusion request referred to in the previous paragraph, if the Remote Voting Bulletin has already been made available, through the IPE Module of the Empresas.NET System (Category: “Notice to Shareholders” / Type: “Shareholder request for voting bulletin”); Regarding voting bulletins of shareholders received directly by the company, it must communicate to the shareholder, within 3 (three) days of receipt: (i) the receipt of the remote voting bulletin, as well as that the bulletin and documents sent as attachments are sufficient for the remote vote to be considered valid; (ii) the need to rectify or resend the remote voting bulletin or the documents accompanying it, describing the procedures and deadlines necessary to regularize the vote. Companies that wish to make a public request for proxy must disclose, together with the market communication of their intention to make said request (Article 27 of CVM Instruction No. 481/09), all valid requests for inclusion of proposals and candidates received so far, in accordance with Article 21-P of CVM Instruction No. 481/09. It is worth noting that to comply with paragraphs 2º and 3º of Article 21-L of CVM Instruction No. 481/09, the company must disclose the date of holding of the general assemblies through the IPE Module of the Empresas.NET System, Category: “Notice to Shareholders” / Type: “Scheduled Date for General Assembly”, (i) within the first 15 (fifteen) days of the fiscal year in the case of AGM and (ii) within 7 (seven) business days after the occurrence of the event that justified the convening, in the case of EGM. In this sense, in accordance with paragraph 2º of Article 21-L of CVM Instruction No. 481/09, if the company does not disclose the date of its ordinary general assembly within the established deadline, it must be considered that its holding will take place on the same date as it was held in the previous fiscal year. Although CVM Instruction No.
481/09 has not set a minimum deadline between the disclosure of the date of occurrence of an assembly and the deadline for sending proposals by shareholders, the company must grant a reasonable deadline so that shareholders can exercise this right. This reasonableness is expressly provided for in the case of alteration in the date of occurrence of the assembly, in accordance with Art. 21-L, paragraph 4º, of CVM Instruction No. 481/09, but must always be observed when disclosing the date of any assembly in which the remote voting instrument will be used, regardless of whether there has been an alteration of the initially disclosed date or not.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br b.1 CI.CORP System and integration with the Empresas.NET System The CI.CORP system was developed as a means to create and send the remote voting bulletin in a structured manner.
Since 01.02.2019, in accordance with Circular Letter No. 1/2019/CVM/SEP, this system is integrated with the Empresas.Net System, that is, when the company finishes filling out the bulletin via CI.CORP, it will be automatically transmitted via the Empresas.NET System. This transmission will also occur in the case of resubmission. However, if the company needs to cancel the bulletin, the cancellation must be done in both the CI.CORP system and the Empresas.NET system. Unlike previous years, from 2019, the alteration of the remote voting bulletin up to 20 (twenty) days before the assembly may be made without any request for release or authorization to either CVM or B3. From the 19th day, the alteration of the bulletin in the CI.CORP system may only be carried out upon formalization of a request for access release to B3.
c. Remote voting exercised through service providers
As provided for in item II of Article 21-B of CVM Instruction No. 481/09, the shareholder may send the instructions for filling out the Remote Voting Bulletin to their custodians or to the financial institutions contracted by the companies to provide securities registration services.
Voting instructions sent by the same shareholder that, regarding the same resolution, have voted in different directions in voting bulletins delivered through different service providers are considered conflicting, as provided in §1º of Article 21-S of CVM Instruction No. 481/09.
It is worth noting that, in accordance with Art.21-W, §5º, I of CVM Instruction No. 481/09, if a shareholder who has sent a remote voting bulletin by any means whatsoever, attends the assembly and requests to exercise the vote in person, the votes should not be considered conflicting. In these cases, the sent bulletin should be disregarded, and the vote cast in person should be counted by the company. In accordance with item “b” of item II of Article 21-T of CVM Instruction No. 481/09, the registrar must send to the company a summary map of the shareholders' voting instructions, identifying how many approvals, rejections or abstentions each deliberated matter received and how many votes each candidate or slate received. The company will disclose, through the IPE Module of the Empresas.NET System (Category: “Assembly” / Type: AGM, EGM or AGOE” / Species: “Registrar map”) and on its World Wide Web page, the summary voting map received from the registrar, on the same date of its receipt, as established in §2º of Article 21-T of CVM Instruction No. 481/09.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br It is important to note that companies that are temporarily without a contract with a financial institution to provide share registration services must comply with the obligations attributed to registrars, while this condition persists, in accordance with paragraph 5º of Article 21-B of CVM Instruction No. 481/09. In this sense, such companies must make available, through the Empresas.NET System, the registrar map, as provided for in §2º of Article 21-T of CVM Instruction No. 481/09. If there is no exercise of remote voting through service providers (custodians and registrar), the Company must send, through the Empresas.NET System, the registrar map, informing that there was no exercise of remote voting through service providers. If the exercise of remote voting is carried out exclusively through service providers, the Company must send, through the Empresas.NET System, the consolidated remote voting map, even if the information contained in this map is identical to that previously reported in the registrar map. d. Remote voting exercised directly As provided for in item I of Article 21-B of CVM Instruction No. 481/09, the shareholder may send the Remote Voting Bulletin directly to the company, by postal or electronic mail, in accordance with the guidelines contained in item 12.2 of the Reference Form. Regarding the formalities to be required by companies for the identification of the shareholder, CVM Instruction No. 481/09 did not delimit a specific list of documents, leaving it to the company to specify these formalities, which, however, must not unjustifiably prevent the shareholder's participation in the assembly using remote voting. Until the end of the deadline for receiving the Remote Voting Bulletin, the shareholder may send a new voting instruction to the company, which must not be considered as a conflicting voting instruction, but rather as a rectification, in accordance with the sole paragraph of Article 21-U of CVM Instruction No. 481/09. It is recommended that, in the event that the shareholder does not fill out the bulletin in its entirety or contains items filled out incorrectly, if the deadline for rectifying remote voting instructions is still in effect, the company must inform of the inconsistencies found in the bulletin and grant the shareholder the possibility of rectification. If said deadline has already expired, the company must compute the items that were filled out correctly and reject the specific items in which problems in filling out were found. Finally, we remind you that, even if there has been no exercise of remote voting, the Company must send, through the Empresas.NET System, in the corresponding associations and within the deadlines provided for in CVM Instruction No. 481/09, the maps provided for in this instruction.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br e. Computation of votes in the general assembly The shareholder who uses remote voting and whose voting bulletin has been considered valid or who has registered their presence in the electronic participation system for remote use made available by the company must be considered present at the respective assembly and signatory of its minutes, in accordance with the sole paragraph of Article 21-V of CVM Instruction No. 481/09. In the event of an AGM/EGM, although the assemblies take place on the same day, their respective quorums (AGM and EGM) must be counted separately. Thus, a shareholder who eventually fills out only the bulletin generated for the AGM, but not for the bulletin generated for the EGM, must have their presence counted only in the AGM, the same rationale applying to one who casts votes in the remote voting bulletin regarding the EGM and does not fill out the voting bulletin of the AGM. Paragraph 1º of Article 21-W of CVM Instruction No. 481/09 provides that the voting instruction from a specific CPF or CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholder positions provided by the registrar, on the date of the assembly. Moreover, in case of discrepancies between the remote voting bulletin received directly by the company and the voting instruction contained in the registrar's analytical map, the voting instruction from the registrar must prevail in the computation of votes to the detriment of those received directly by the company, as provided for in paragraph 2º of Article 21-W of CVM Instruction No. 481/09 and in item “g” of item III of CVM Deliberation No. 741/15. As provided for in paragraph 3º of Article 21-W of CVM Instruction No. 481/09, on the eve of the date of holding of the general assembly, the company must disclose through the electronic system on the CVM page (IPE Module of the Empresas.NET System, Category: “Assembly” / Type: “AGM, EGM or AGOE” / Species: “Consolidated remote voting map”) and on its own World Wide Web page, a summary voting map consolidating the votes cast remotely, that is, adding to the remote vote count the instructions received directly by the company. Regarding the method of computing votes in the general assembly, in accordance with paragraph 5º of Article 21-W of CVM Instruction No. 481/09, remote voting instructions from shareholders who, (i) physically attending the general assembly, request to exercise the vote in person; (ii) have opted to vote through an electronic system made available by the company, in the form of item II of paragraph 2º of Article 21-C of CVM Instruction No. 481/09; or (iii) are not eligible to vote in the assembly or in the respective resolution, must be disregarded. In this sense, the company must compute votes, in accordance with Article 21-W of CVM Instruction No. 481/09: (i) according
to the analytical map of shareholders' voting instructions provided by the registrar; (ii) according to the analytical voting map prepared by the company based on the remote voting bulletins received directly from shareholders; and (iii) according to the vote manifestations presented by shareholders present at the assembly. We remind you that CVM Instruction No. 594/17 establishes rules for rounding percentages when computing votes from remote voting bulletins, notably in matters involving the distribution of votes in case the election occurs by multiple voting.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br The rule defined that equal distribution will consider the division of the percentage of 100% among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares apportioned from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure. Paragraph 1º of Article 21-W of CVM Instruction No. 481/09 does not provide a cutoff date for the apportionment of shareholders eligible to participate in the assembly. There was no change in this regard in the procedures normally applied in the assembly, which will continue to observe the provisions of Article 126 of the Corporate Law. Thus, if the shareholder alienates shares between the date of transmission of the voting instruction (remote voting bulletin) and the date of the assembly, only the votes of the shares that remain in their ownership must be counted, being the verification of this balance at the time of the assembly the competence of the company. As provided for in paragraph 6º of Article 21-W of CVM Instruction No. 481/09, on the date of holding of the general assembly, the company must disclose through the electronic system on the CVM page (IPE Module of the Empresas.NET System, Category: “Assembly” / Type: “AGM, EGM or AGOE” / Species: “Final voting map”) and on its own World Wide Web page, a final summary voting map consolidating the votes cast remotely and the votes cast in person, as computed in the assembly. It is worth noting that the disclosure of the final summary voting map or the final detailed voting map as attachments to the summary of the assembly's decisions or the assembly's minutes, respectively, does not dispense with the obligation to disclose them in their specific associations in the Empresas.NET System. Furthermore, in accordance with CVM Instruction No. 594/17, within 7 business days after the holding of the assembly, the company must disclose through the IPE Module of the Empresas.NET System, a final detailed voting map consolidating the votes cast remotely and the votes cast in person, as computed in the assembly, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them regarding each matter, and the information on the shareholder position. It is worth noting that, when the election does not allow for the use of the multiple voting process, requests of this nature made through the remote voting bulletin must be disregarded, remaining valid the votes cast in the same bulletin regarding other matters. Once the multiple voting process is adopted for the election of members of the board of directors, the votes cast by shareholders who, via remote voting bulletin, have opted to “ABSTAIN” in
the item of prior distribution of votes to the candidates informed in the bulletin, are considered as abstention in the respective resolution of the assembly, so that the votes of such shareholders are not counted in the deliberation quorum and, therefore, these shareholders do not participate in the election of the members of the board of directors. Therefore, considering that multiple voting is not an instrument commonly found in the legislation of other jurisdictions, for better understanding by shareholders, companies must detail the voting procedure in the material for convening the General Assemblies, making it clear that the votes of shareholders who fall under the hypothesis mentioned in the previous paragraph will be disregarded.

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br f. Presentation of documents – demonstrative table For the sending of documents through the Empresas.NET System, the following associations must be used:
7.1.7 Abuse of Voting Rights and Conflict of Interest (Art. 115, §1º of Law No. 6.404/76)
As provided in paragraph 1º of Article 115 of Law No. 6.404/76, the shareholder may not vote on the resolutions of the general assembly relating to the appraisal report of assets with which they contribute to the formation of social capital and to the approval of their accounts as an administrator, nor on any others that could benefit them in a particular way, or in which they have a conflicting interest with that of the company. The CVM Collegiate, in a judgment held on 28.11.2017 (Administrative Sanction Process CVM No. RJ2014/10556), understood that the shareholder who is also an administrator is, in accordance with Article 115, paragraph 1º, of Law No. 6.404/76, prohibited from voting regarding the proposal of a liability action against themselves (Article 159 of Law No. 6.404/76) 46. It is worth highlighting that, according to the Collegiate's decision, the fact that the accused has resigned from the administrative position before the holding of the general assembly does not change the configuration of the voting impediment, as they are the target of the proposal for civil liability action, which would be based on facts that occurred during the period in which they were part of the company's administration. On the other hand, it was decided that the shareholder-administrator may vote on the resolution regarding the proposal of a liability action against another administrator, even if that administrator was elected with their favorable votes, or even indicated by them.

46 See http://www.cvm.gov.br/sancionadores/sancionador/2017/RJ_201410556_Forjas-Taurus.html Category Type Species Deadline Assembly AGM or AGM/E Remote voting bulletin 1 month before the assembly Assembly AGM or AGM/E Registrar map 48 hours before the assembly Assembly AGM or AGM/E Consolidated remote voting map Eve of the date of the assembly Assembly AGM or AGM/E Final summary voting map On the day of the assembly Assembly AGM or AGM/E Final detailed voting map Up to 7 business days after the date of the assembly

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

On the same occasion, the Board reiterated the understanding already expressed in the records of Administrative Sanctioning Process CVM No. RJ2014/10060, judged on 10.11.2015 47, to the effect that the managing shareholder is also prohibited, under Article 115, paragraph 1, of Law No. 6.404/76, from voting on the resolution regarding the taking of their accounts, through a company under their complete influence. It was emphasized that, if the rule seeks to exclude the administrator's will from the resolution, it is not logical or reasonable to admit that this will is manifested through a different means, but with the same effectiveness.

7.2 Merger, consolidation, and spin-off

The administrative bodies or partners of the companies involved in merger, share merger, consolidation, or spin-off operations must sign a protocol containing the conditions of the operation, with the minimum information listed in the items of Article 224 of Law No. 6.404/76.

Such operations will be submitted to the resolution of the general assembly of the companies through justification, in which the information contained in the items of Article 225 of the LSA will be exposed.

In situations where at least one of the issuers is registered in Category A, CVM Instruction No. 565/15 also applies.

In the case of merger by the controlling company, of a controlled company, the justification presented to the general assembly of the controlled company must contain, in addition to the information provided for in Articles 224 and 225, the calculation of the exchange ratios of the shares of the non-controlling shareholders of the controlled company based on the value of the net equity of the shares of the controlling and controlled companies, with both net assets valued according to the same criteria and on the same date, at market prices, or based on discounted cash flow, or even another criterion accepted by the Securities and Exchange Commission, in the case of public companies (Article 264 of Law No. 6.404/76 and Article 8 of CVM Instruction No. 565/15).

Regarding the publication in the press of the Relevant Fact referred to in Article 3 of CVM Instruction No. 565/05, it should be noted that the operation must be disclosed in accordance with current regulations, which currently include Law No. 6.404/76 and CVM Instruction No. 358/02, so that CVM Instruction No. 565/15 defines only the minimum content of the instrument that will disclose it, if such disclosure is necessary. Thus, it is up to the company's administration to assess the convenience and opportunity of disclosing the aforementioned relevant fact.

CVM Instruction No. 565/05 also introduced an annex to CVM Instruction No. 481/09, regarding assemblies that may deliberate on merger, spin-off, merger, and share merger involving at least one issuer registered in Category A, for the companies to which the aforementioned Instruction applies. This annex requires a series of information, which must be provided in the proposal, which must be disclosed by Module IPE of the Empresas.NET System, category "Assembly", type "AGE" or "AGO/E", species "Administration Proposal", subject "Merger", "Spin-off", "Merger" or "Share Merger". Among such information, the following stand out:

a. the protocol and justification, which, according to the usual practice of public companies, may be contained in a single document;

47See http://www.cvm.gov.br/sancionadores/sancionador/2015/20151110_PAS_RJ201410060.html

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

b. copies of studies, presentations, reports, opinions, opinions or appraisal reports of the companies involved made available to the controlling shareholder;

c. financial statements used for the purposes of the operation; and

d. pro forma financial statements prepared for the purposes of the operation.

The exchange ratios must be disclosed by the company both in the relevant fact (Annex 3 of CVM Instruction No. 565/15) and in the Protocol (Article 224 of Law No. 6.404/76), highlighting that the criteria used and the values that served as the basis for the calculation of the exchange ratios must also be disclosed.

Under paragraph 2 of Article 264 of the LSA, the valuation of the net assets of the companies in merger or consolidation operations involving a controlling and controlled company or companies under common control will be carried out by a specialized company, in the case of public companies.

Regarding financial statements, note that Article 5 of CVM Instruction No. 565/15 provides that the companies involved must disclose statements whose base date is the same for all companies in question and that such date is not earlier than 180 (one hundred and eighty) days from the assembly that will deliberate on the operation. This last deadline may be extended to 360 (three hundred and sixty) days, at the discretion of the administrators of the public companies involved, provided that the financial situation of the companies involved has not changed significantly after the base date of the statements and the administrators declare this.

The statements must be prepared in accordance with Law No. 6.404/76 and audited by an independent auditor registered with the CVM, even if some of the companies involved are not joint-stock companies or are subject to the rules issued by the CVM.

Additionally, pro forma financial statements must also be prepared for the companies that will survive or result from the operation, as if they already existed, referring to the date of the aforementioned financial statements. Likewise, such statements must be prepared in accordance with Law No. 6.404/76 and will be subject to reasonable assurance by an independent auditor registered with the CVM.

It should be noted, furthermore, that the recommendations of Orientation Opinion No. 35/08 apply to merger, consolidation, and share merger operations involving a controlling company and its controlled companies or companies under common control. Thus, although the procedures described in the aforementioned opinion are not exclusive or exhaustive, the CVM understands that their adoption is an adequate way to comply with the fiduciary duties of administrators provided for in Articles 153, 154, 155, and 245 of Law No. 6.404/76.

In this sense, it is worth remembering that the CVM has already expressed itself, in a Market Communication released by this Authority on 27.05.2009, to the effect that the recommendation contained in the aforementioned opinion refers to the constitution of an independent committee for negotiating the conditions of the operation, so that its constitution for mere confirmation of a previously established exchange ratio distorts the purposes of such a body.

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

Additionally, it is recommended that resolutions and negotiations related to the operation be duly documented, among other procedures, through the preparation of minutes of all meetings, in order to support any analysis of compliance with the fiduciary duties provided for by law by members of the Board of Directors and the independent committee.

Furthermore, it is not recommended to disclose any exchange ratio that the administration or controlling shareholder considers applicable to the intended operation before the completion of the independent committees' work, as this disclosure at an earlier time may, in fact, influence the quotation of the shares issued by the companies involved until the conclusion of the negotiations. In cases where this still occurs, the information provided for in Article 4 of CVM Instruction No. 565/15 must be disclosed.

Finally, in cases where the merger, consolidation, or spin-off operation entails the right of withdrawal, public companies that have shares admitted to trading on regulated markets must, as provided for in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, in the manner described in this Circular Letter (see item 4.2). Note, however, that in cases of increase or decrease in capital solely due to merger, consolidation, or spin-off operations, it is not necessary to make Annexes 14 and 16 of CVM Instruction No. 481/09 available.

7.2.1 Requests for waiver of compliance with requirements (CVM Resolution No. 559/08)

On 18.11.2008, CVM Resolution No. 559/08 was issued, which attributed competence to the SEP to express the CVM's opinion regarding the recognition of situations where its action to require compliance with certain requirements is not justified, in cases of operations involving a public company regarding the merger of a controlled company by a controlling company, merger of a controlling company by a controlled company, merger of a controlling company with a controlled company, merger of shares of a controlled or controlling company, or merger, consolidation, and share merger of companies under common control, provided that the requirements listed in the Resolution are met.

Under the Resolution, the SEP's opinion in these cases may refer only to the non-observance of the following requirements:

a) preparation of a report based on the value of the net equity of the shares of the controlling and controlled companies, with both net assets valued according to the same criteria and on the same date, at market prices, under Article 264 of Law No. 6.404/76;

b) publication, in the press, of the Relevant Fact referred to in Article 2 of CVM Instruction No. 319/99; and

c) preparation of financial statements audited by an independent auditor registered with the CVM, under Article 12 of CVM Instruction No. 319/99.

The SEP does not have the competence to waive the publication of the Relevant Fact provided for in Article 2 of CVM Instruction No. 358/02.

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

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

On 15.06.2015, CVM Resolution No. 565/15 was approved by the CVM Board, which provides for merger, spin-off, merger, and share merger operations involving issuers of securities registered in Category A, which revoked items I, III to VII of Article 1, Articles 2 to 5, 10 to 15, and 17 of CVM Instruction No. 319/99; and CVM Instruction No. 320/99.

With the approval of this Instruction, the Relevant Fact referred to in Article 2 of CVM Instruction No. 319/99 became regulated in Articles 3 to 5 of CVM Instruction No. 565/15. However, it appears in the Public Hearing Report SDM No. 04, of 2013, that the Relevant Fact regarding the merger, spin-off, merger, or share merger operation must be disclosed in accordance with current regulations, which currently include Law No. 6.404/76, and CVM Instruction No. 358/02, so that CVM Instruction No. 565/15 defines only the minimum content of the instrument that will disclose it, if such disclosure is necessary, so that it is up to the Company's administration to assess the convenience and opportunity of disclosing the Relevant Fact; if it does, its minimum content must reflect the provisions of Annex 3 of CVM Instruction No. 565/15.

Similarly, the preparation of financial statements of the companies involved in merger, spin-off, merger, or share merger operations, audited by an independent auditor registered with the CVM, previously regulated by Article 12 of CVM Instruction No. 319/99, became regulated by Chapter III (Articles 6 and 7) of CVM Instruction No. 565/15. Article 10 of the same Instruction also provided that the obligations provided for in Chapter III do not apply to mergers or share mergers of closed companies by an issuer of securities registered in Category A if the operation does not represent a dilution greater than 5% (five percent).

Regarding the preparation of a report based on the value of the net equity of the shares of the controlling and controlled companies, with both net assets valued according to the same criteria and on the same date, at market prices, under Article 264 of Law No. 6.404/76, CVM Instruction No. 565/15 regulated it in its Article 8.

In a meeting on 15.02.2018, within the framework of process 19957.011351/2017-21, by unanimous vote, the Board expressed that Article 264 of Law 6.404/76 is inapplicable in operations to merge a wholly-owned subsidiary by a public controlling company, since, with no non-controlling shareholders, the fundamental condition provided for in the device is not present. The Board also requested that the Market Development Superintendence (SDM) assess the possibility of revoking CVM Resolution No. 559/08.

7.3 Acquisition of commercial company by public company

Article 256 of Law No. 6.404/76 determines that the purchase, by a public company, of the control of any commercial company, will depend on the resolution of the general assembly of the purchaser, specially convened to know the operation, whenever:

a) the purchase price constitutes, for the purchaser, a relevant investment (Article 247, sole paragraph); or

b) the average price of each share or quota exceeds one and a half times the largest of the three values indicated below:

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

(i) average quotation of shares on the stock exchange or in the organized over-the-counter market, during the 90 (ninety) days prior to the date of contracting;

(ii) net equity value (Article 248) of the share or quota, with the net assets valued at market prices (Article 183, paragraph 1);

(iii) net profit value of the share or quota, which may not exceed fifteen times the annual net profit per share (Article 187, VII) in the last two financial years, monetarily updated.

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

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

Additionally, in its paragraph 2, Article 256 provides that "if the acquisition price exceeds one and a half times the largest of the three values referred to in item II of the caput [average quotation, net asset value adjusted to market and 15 (fifteen) times the average of the annual net profit per share of the last two financial years], the dissenting shareholder of the resolution of the assembly that approves it will have the right to withdraw from the company through reimbursement of the value of their shares, under Article 137, observing the provisions of its item II".

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

It should be noted that such disclosure must contain, at a minimum, the information necessary to prove that it is (or is not) a case of holding an assembly and granting the right of withdrawal.

If the operation is to be the subject of assembly resolution, the period in which the assembly is intended to be held must be informed. Companies registered in Category A to which CVM Instruction No. 481/09 applies must, as provided for in Article 19 of CVM Instruction No. 481/09, disclose, at a minimum, the information provided for in Annex 19 to the aforementioned Instruction, in the manner oriented in this Circular Letter (see item 4.2).

Even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and those registered in Category A not mentioned in the previous paragraph, they must send, on the same date of publication of the first announcement of the call for the assembly, by virtue of the provisions of paragraph 3 of Article 135 of Law No. 6.404/76 and item II of Article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of the right to vote.

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

It is worth highlighting that the report required by paragraph 1 of Article 256 of Law No. 6.404/76 does not coincide with the assessment required by paragraph 2 of the same article, since its function is to support the decision of shareholders to approve or not the operation, providing a benchmark or justifying the purchase price, and must be prepared by the criterion that the administrators consider to be the one that best evaluates that investment.

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

It is recommended that companies only carry out corporate restructuring involving acquired companies after the acquisition has been approved or ratified in a shareholders' assembly.

In the event of an operation subject to ratification by the general assembly of shareholders, it is recommended that such ratification, when possible, take place at the first general assembly to occur after the completion of the operation.

If the operation entails the exercise of the right of withdrawal, it must also be informed: (a) shareholders who may exercise the right of withdrawal, should they dissent from the resolution of the Assembly, to be convened for the ratification of this acquisition (see item 7.5); (b) The reimbursement value, in reais (R$) per share; and (c) the deadline and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, public companies that have registration in Category A and to which CVM Instruction No. 481/09 applies must also, as provided for in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to the aforementioned instruction, in the manner oriented in this Circular Letter (see item 4.2).

7.4 Conversion of shares

In cases of conversion of shares, without prejudice to the provisions of CVM Instruction No. 358/02, the administration's proposal, to be sent via Module IPE of the Empresas.NET System, category "Assembly", type "AGO/E", "AGE" or "AGESP", species "Administration Proposal", subject "Conversion of shares", must contain all relevant information, as well as be accompanied by all documents necessary for the shareholders' decision-making, such as the reasons or purposes of the operation; the mandatory or optional nature of the operation and the applicability of the withdrawal right for dissenting shareholders (see item 7.5); the conversion ratio between the classes or species of shares; the criterion for determining the aforementioned conversion ratio; and the justification for adopting the aforementioned criterion in the conversion operation.

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

7.5 Right of withdrawal

Law No. 6.404/76 provides for the possibility of exercising the right of withdrawal in specific cases, such as those provided for in Articles 137, 252, 256, and 264. If the matter deliberated in the general assembly gives rise to the right of withdrawal, the company must inform, at a minimum, the shares and classes to which withdrawal applies, the date that will be used to identify the shareholders who may exercise the right of withdrawal, the reimbursement value per share and its method of calculation, the deadlines and procedures that the shareholders of this Company, dissenting from the resolution of the aforementioned Assembly, must adopt to exercise the right of withdrawal, as well as (i) whether the exercise of the withdrawal right will be exclusively on the total number of shares or whether it will be permitted, in addition, to exercise on part of the shares owned and (ii) whether for the exercise of the right of withdrawal it is necessary uninterrupted ownership, from the date of identification of the shareholders with the right to express their dissent until the day of the exercise of such right.

The objective of the above guidance is that all information necessary for investors to make a reasoned and informed decision is provided, without prejudice to the possibility of the CVM to analyze the regularity of the procedures adopted by the company.

It is worth clarifying that, as provided for in paragraph 1 of Article 137 of the LSA, "the dissenting shareholder of the resolution of the assembly, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which, it is proven, he was the holder on the date of the first publication of the call for the assembly, or on the date of communication of the relevant fact object of the resolution, if earlier".

By "date of communication of the relevant fact" must be understood the date of disclosure of the Relevant Fact in the electronic system available on the CVM's Internet page and in the communication channels described in Article 3, paragraph 4, of CVM Instruction No. 358/02.

Thus, the right of withdrawal would only be available for shares acquired until the day prior to the publication of the first call for assembly or the disclosure of the relevant fact, whichever occurs first, regardless of the date of disclosure of the document via the Empresas.NET System.

Article 137, item II, of Law No. 6.404/76 stipulates that, in the cases mentioned in items IV and V of Article 136 of the same Law, the holder of shares of a species or class that has liquidity and dispersion in the market will not have the right to withdraw, considering that there is:

a) liquidity, when the species or class of shares, or certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading on the securities market, in Brazil or abroad, defined by the Securities and Exchange Commission;

b) dispersion, when the controlling shareholder, the controlling company, or other companies under its control hold less than half of the species or class of shares.

Under Article 9 of CVM Instruction No. 565/15, it is understood that the index considered for the purpose of liquidity must be the Ibovespa.

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

It is also noted that, within 10 (ten) days following the expiration of the period referred to in items IV and V of the caput of article 137 of Law No. 6,404/76, the administrative bodies are permitted to convene the general meeting to ratify or reconsider the resolution, if they deem that the payment of the price for the buyback of shares to dissenting shareholders who exercised their withdrawal right may put the financial stability of the company at risk.

For this reason, the administration's decision to reconsider the resolution of the Ordinary General Meeting (AGO) and/or the Special General Meeting (AGESP), in accordance with article 137, paragraph 3, of Law No. 6,404/76, must, as a rule, be the subject of a Relevant Fact, within the aforementioned period. The administration's decision to ratify the aforementioned resolution must, as a rule, be the subject of a Market Communication.

Open companies registered in Category A to which CVM Instruction No. 481/09 applies must also, as provided in article 20 of CVM Instruction No. 481/09, disclose the information set forth in Annex 20 to said instruction, in the manner guided by this Circular (see item 4.2).

7.6 Capital increase by private subscription

In cases of capital increase by private subscription, it is necessary that the administration's proposal contain all relevant information, as well as be accompanied by all documents necessary for shareholders to make a decision, such as:
a) justification regarding the need to carry out the operation; b) main characteristics of the operation:
i. quantity of shares to be issued by type (and class, if any) and potential dilution of shareholding. The potential dilution represents the maximum percentage of dilution suffered by the shareholder who fails to exercise their right of preference in the subscription of the new shares issued. The determination of this percentage can be obtained by dividing the quantity of new shares to be issued by the sum of this quantity with the initial quantity of shares before the capital increase, multiplying the quotient obtained by 100;
ii. issue price; criterion adopted for determining the issue price and detailed information on the economic aspects that underpinned the choice of this criterion;
iii. deadlines and procedures to be observed by shareholders in exercising the right of preference and in the subscription and payment of the issued shares: date to be considered for identifying shareholders who will have the right to subscribe to the new shares and percentage that shareholders will have the right to subscribe to with up to 10 decimal places, and start and end dates of the preference period if already defined;

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

iv. treatment regarding surplus shares not subscribed (in accordance with paragraph 7 of article 171 of Law No. 6,404/76). In the case of allocation of surplus shares not subscribed, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed by subscribers who expressed interest in the surpluses during the preference period, multiplying the quotient obtained by 100. The company may allow shareholders who express interest in subscribing to surpluses to indicate the quantity of additional surpluses they wish to subscribe to; and
v. in the case of new allocations, the percentage for exercising the right to subscribe to surpluses must be obtained by dividing the quantity of unsubscribed shares by the total quantity of shares subscribed, in the right of preference and in other allocations, by subscribers who have expressed interest in the surpluses, multiplying the quotient obtained by 100.
c) Valuation Report and other documents that supported the fixing of the issue price; d) copy of the Fiscal Council's opinion, if it is functioning, with divergent votes, if applicable; and e) inform whether the shares to be issued as a result of the increase in social capital will participate on equal terms in all benefits, including dividends and any capital remuneration that may be approved during the fiscal year. If they participate on a pro rata temporis basis, inform from which moment they will participate fully in all benefits.

Open companies registered in Category A to which CVM Instruction No. 481/09 applies must, furthermore, as provided in article 14 of CVM Instruction No. 481/09, disclose the information set forth in Annex 14 to said instruction, in the manner guided by this Circular (see item 4.2), when the capital increase is deliberated in a general meeting. It should be noted that the disclosure of the information in this Annex is not necessary when the increase results exclusively from a merger, spin-off, incorporation, or incorporation of shares, in accordance with article 20-A of CVM Instruction No. 481/09.

If the capital increase by private subscription operation is to be deliberated in a Board of Directors meeting, open companies registered in Category A must, as provided in article 30, item XXXII, of CVM Instruction No. 480/09, as amended by CVM Instruction No. 552/14, disclose the information set forth in Annex 30-XXXII to said Instruction, on the same date of disclosure of the minutes of the board of directors meeting or within 7 (seven) business days of the date of the meeting of said body, whichever occurs first. This communication must be disclosed through Module IPE of the Empresas.NET System (category "Notice to Shareholders", type "Capital increase by private subscription deliberated in BoD"), mentioning in the subject line the information disclosed.

The procedures set forth in the previous paragraph also apply to the case of deliberation by the board of directors on capital increase in the context of conversion of debentures or other debt securities into shares, exercise of subscription right or subscription bonuses, capitalization of profits or reserves, and splits of option plans.

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

Regarding the role of the Fiscal Council, as a rule, it is not incumbent upon this body to express a prior opinion on statutory alterations related to authorized capital. However, in cases where the alteration of authorized capital is being deliberated in a General Shareholders' Meeting (AGE), to enable the approval of a capital increase by the Board of Directors, whose main characteristics are already defined and known to shareholders, it is understood that the Fiscal Council should express its opinion on the capital increase prior to the AGE that will deliberate on the modification of authorized capital, in order to, in accordance with article 163, item III, of Law No. 6,404/76, support the shareholders' decision.

In this regard, the Fiscal Council's opinion, in cases of capital increase, must expressly contain the body's opinion (favorable or unfavorable) on the proposed operation; it is not sufficient to simply mention the presence of necessary and sufficient information for shareholders to deliberate the topic in a meeting.

It should be recalled that, in the understanding of the CVM Collegiate Body (see decision of 07.01.2014 – CVM Process No. RJ2013/6295 48), in line with the provisions of CVM Instruction No. 400/03 and CVM Guidance Opinion No. 08/81, in the case of capital increases with partial ratification, shareholders must be granted the right to condition their investment.

In this sense, once the possibility of partial ratification is foreseen, the company must inform in Annex 14 of CVM Instruction No. 481/09 (item 5.r) or in Annex 30-XXXII of CVM Instruction No. 480/09 (article 2, XVII) regarding the granting or not of a final deadline for investment review, in the case of partial placement of the shares subject to the capital increase, in which articles 30 and 31 of CVM Instruction No. 400/03 were observed.

It is also highlighted that, on the same occasion, the CVM Collegiate Body understood that it is possible to effect partial ratification of a privately subscribed capital increase, regardless of the realization of public distribution efforts for surpluses. In the decision, the Collegiate Body summarized that the implementation of a capital increase by private subscription of shares that has been partially subscribed requires:
a. that the deliberation of the increase (as well as the material disclosed to shareholders in the form of CVM Instruction No. 481/09, in cases where the general meeting is the competent body to deliberate on the matter), expressly:
(i) foresees such possibility of partial subscription; (ii) specifies the minimum quantity of securities that must be subscribed (or the minimum amount of resources that must be secured) for the increase to be implemented; and (iii) specifies the maximum quantity of securities that may be subscribed (or the maximum amount of resources that must be secured) within the scope of the capital increase; and b) that all relevant information necessary for shareholders to evaluate the capital increase and its multiple outcomes be provided to shareholders, including, among others, information on (i) destination of resources; (ii) dilution; and (iii) subscription commitments;

48 See http://www.cvm.gov.br/decisoes/2014/20140107_R1/20140107_D01.html

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

c) that shareholders be granted the right to conditional subscription of the increase; d) that at the end of the preference period, it is verified that the minimum amount indicated in the deliberation approving the increase has been subscribed; and e) that the capital increase that admits partial subscription cannot be implemented if the amount subscribed does not reach, at least, the minimum value indicated in the deliberation that approved the operation.

In this hypothesis (and only in this hypothesis), there will be surpluses, whose treatment must follow the provisions of article 171, paragraph 7 (sale on exchange).

Finally, we emphasize that there is no legal impediment for subscribers of shares who have the right to participate in the allocation of surpluses to cede this right, for consideration or not, to other share subscribers or even to third parties.

7.6.1 Surplus shares in capital increase with credits

As provided in article 171, paragraph 2, of Law No. 6,404/76, in a capital increase through capitalization of credits or subscription in goods, the right of preference is always ensured to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or the good to be incorporated.

According to the understanding of SEP, capitalization with credits does not exempt compliance with paragraph 7 of the same article 171. However, in the sanctioning process CVM RJ2013/6294 49, the Collegiate Body concluded that the body that deliberated the realization of a capital increase in an amount equal to that of the credit to be capitalized or the good to be incorporated should not observe the provisions of article 171, paragraph 7, and consequently is not obliged to promote the allocation of surpluses among shareholders, being able to deliver them directly to the holder of the respective credit or good.

7.7 Capital reduction

Law No. 6,404/76 regulates capital reduction in its articles 173 and 174 and stipulates that a general meeting may deliberate the reduction of social capital in two hypotheses: if there is a loss, up to the amount of accumulated losses, or if it is deemed excessive.

It is emphasized that capital reduction operations must observe the provisions of article 174 of Law No. 6,404/76, which determines that the reduction of social capital with restitution to shareholders of part of the value of the shares, or by the decrease in their value, when not fully paid, to the amount of the contributions, only becomes effective 60 (sixty) days after the publication of the minutes of the general meeting that deliberated it.

Thus, the cut-off date, i.e., the date that will identify shareholders with the right to receive the value corresponding to the reduction of social capital, must be subsequent to the end of the period provided for in article 174 of Law No. 6,404/76 (period for creditor opposition).

49 See http://www.cvm.gov.br/sancionadores/sancionador/2017/20171114_PAS_RJ20136294.html

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

Whenever the general meeting is convened to deliberate on capital reduction, issuers registered in Category A to which CVM Instruction No. 481/09 applies must disclose, through Module IPE of the Empresas.NET System (see item 4.2.2) at minimum, the following information required by CVM Instruction No. 481/09: (a) value of the reduction and new social capital; (b) detailed explanation of the reasons, form, and consequences of the capital reduction; (c) copy of the Fiscal Council's opinion, if it is functioning, when the proposal for capital reduction is initiated by the administrators; (d) as applicable: (i) the value of the restitution per share; (ii) the value of the decrease in the value of the shares to the amount of contributions, in the case of unpaid capital; or (iii) the quantity of shares subject to the reduction. It should be noted that the disclosure of this information is not necessary when the increase results exclusively from a merger, spin-off, incorporation, or incorporation of shares, in accordance with article 20-A of CVM Instruction No. 481/09.

It is emphasized that, even if CVM Instruction No. 481/09 does not apply to issuers registered in Category B and Category A not mentioned in the previous paragraph, these must send, on the same date of publication of the first announcement convening the meeting, by virtue of the provisions of paragraph 3 of article 135 of Law No. 6,404/76 and item II of article 31 of CVM Instruction No. 480/09, the documents and information necessary for the exercise of voting rights in the General Shareholders' Meetings.

7.8 Share Grouping

In the case of share grouping, in the Relevant Fact disclosing the operation, the grouping factor and the treatment to be given to the resulting share fractions must be informed.

It should be noted that, in accordance with CVM Instruction No. 323/00, the controlling shareholder, if any, must ensure shareholders the option to remain part of the shareholder body with, at least, one new unit of capital. In this sense, the following procedures may be adopted: (i) donation of shares to complete the participation of shareholders holding fractions, regardless of the number of shares they possessed before the grouping; or (ii) granting a period for shareholders to compose themselves into whole lots multiples of the grouping, in which case, once such period is concluded, the sum of the fractions will be subject to an auction on the exchange and the proceeds of the sale allocated proportionally among the holders of the fractions.

The administration's proposal to be submitted to the meeting must contain the entire procedure proposed for the grouping, the grouping factor used, the treatment that will be given to the fractions, and the composition of the social capital after the grouping.

7.9 Trading Ban Period

Article 13 of CVM Instruction No. 358/02 establishes that, before the disclosure to the market of a relevant act or fact, trading with securities issued by the company, or referenced to them, is prohibited:
a) by the open company itself, by controlling shareholders, direct or indirect, directors, members of the board of directors, the fiscal council, and any bodies with technical or consultative functions, created by statutory provision, or by anyone who, by virtue of their position, function, or role in the open company, its holding company, its subsidiaries, or affiliates, has knowledge of the information regarding the relevant act or fact;

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

b) by anyone who has knowledge of information regarding a relevant act or fact, knowing that it is information not yet disclosed to the market, especially those who have commercial, professional, or trust relationships with the company, such as independent auditors, securities analysts, consultants, and institutions part of the distribution system, who are responsible for verifying regarding the disclosure of the information before trading with securities issued by the company or referenced to them; c) by administrators who leave the administration of the company before the public disclosure of a business or fact initiated during their management period, with the prohibition extending for a period of six months after their departure.

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

The ban period applies regardless of the form by which the information is disclosed by the Company. In the supervision of SEP, disclosure through "Market Communication – Other Communications Not Considered Relevant Facts" of information that fits the concept of relevant fact contained in article 2 of CVM Instruction No. 358/02, due to having the potential to produce impacts on the trading of securities issued by the company, may be treated as a relevant fact for the purposes of article 13 of CVM Instruction No. 358/02, in addition to resulting in the assessment of responsibilities for non-disclosure of the information in the form of a relevant fact.

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

Furthermore, it is worth highlighting that the prohibition cited in letter "a" above does not apply to the acquisition of shares held in treasury, through private negotiation, resulting from the exercise of a call option according to the stock option grant plan approved in a general meeting.

CVM Instruction No. 358/02, in its article 13, paragraph 3, item II, also prohibits trading with securities issued by the company, or referenced to them, by controlling shareholders, direct or indirect, directors, and members of the board of directors, whenever the acquisition or alienation of shares issued by the company itself, its subsidiaries, affiliates, or another society under common control is underway, or if an option or mandate has been granted for the same purpose.

To ensure full compliance with this rule, considering the terms of article 13, paragraph 3, item II of CVM Instruction No. 358/02, in the approval and execution of share repurchase programs, companies must establish clear and objective mechanisms to prevent transactions carried out by them in organized markets (i) from having as counterparties their controllers, directors, and members of the board of directors, members of the fiscal council, or members of statutory bodies with technical and consultative functions; and (ii) from producing atypical effects on price, volume, or liquidity, which could be exploited by controllers, directors, members of the board of directors, members of the fiscal council, or members of statutory bodies with technical and consultative functions in their negotiations with other market participants.

It should be noted that the existence of a central counterparty in organized markets is not sufficient to ensure compliance with this rule, in cases where the principals of the transaction in question are,

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

on the one hand, the company, and on the other, its controlling shareholders, directors, members of the board of directors, members of the fiscal council or members of statutory bodies with technical and advisory functions.
In the supervision exercised by SEP, the mechanisms adopted by the companies and the impacts of the share repurchase will be examined in each concrete case. Provided that the guidelines established above are observed, it is not necessary for administrators and controlling shareholders to refrain from trading during the entire validity of the share repurchase program. In any case, it is worth emphasizing that the acquisition, by a public company, of its own shares is prohibited when it involves shares belonging to the controlling shareholder, in accordance with Article 7 of CVM Instruction No. 567/15.

It is worth noting that in the case of a share repurchase program, as well as in the other prohibitions cited above, the prohibition on trading will not extend to transactions that are carried out in compliance with investment plans that meet the requirements set forth in Article 15-A of CVM Instruction No. 358/02.

Similarly, with regard to the prohibition on trading in the 15 (fifteen) day period preceding the disclosure of accounting information, the rule establishes that such prohibition will not apply to transactions of shares issued by the company that are carried out in accordance with an investment plan previously approved by the company, in the manner provided for in paragraph 2 of Article 15-A of the aforementioned instruction.

For the determination of the prohibition period, the count of the 15 calendar days must be made excluding the day of disclosure (for example, for an ITR with a disclosure date scheduled for 05/10, the prohibition period will be between 04/25 and 05/09). It is worth noting that trading on the day of disclosure itself is prohibited, before the information becomes public.

Since 01.01.2014, the supervision of SEP, within the scope of the Risk-Based Supervision Plan (see Chapter 12), covers 100% of the transactions carried out by administrators, fiscal councilors and controlling shareholders and by the company itself in the 15 (fifteen) day period preceding the disclosure of quarterly and annual accounting information.

It is also worth remembering that, regardless of the objective prohibition period on trading established in paragraph 4 of Article 13 of CVM Instruction No. 358/02 (15 days prior to the date of disclosure of quarterly and annual information), trading is prohibited by those who have knowledge of the content of the financial statements before their disclosure.

Attention is drawn to the fact that stock lending is an operation that is also covered by the prohibition provided for in Article 13, including in cases where the person acts as the lender of the loan. This is not only because this operation consists, legally, of a transfer of ownership (even if temporary), but also because the loan contract allows the lender to choose the incidence of the remuneration rate on the quote valid on the date of closing or maturity of the contract.

Additionally, the prohibition on trading provided for in Article 13 also applies to private transactions.
It is worth remembering that, in the event of advance disclosure of financial information, the prohibition period on trading provided for in Article 13, paragraph 4, of CVM Instruction No. 358/02 is also advanced.

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

The company must maintain controls with supporting documentation, to make available to the CVM, if requested, the indication of who had access to the relevant information disclosed, as well as the moment of that access, in accordance with CVM Instruction No. 358/02.
It is recommended that the Company's Investor Relations Director inform the persons mentioned in the caput of Article 13 of CVM Instruction No. 358/02 and, if possible, all employees of the company, regarding the occurrence of the prohibition periods.
It should be observed that the trading prohibitions contained in Article 13, caput and paragraph 4, of CVM Instruction No. 358/02, apply to a member of a Committee created by statutory provision, even if he is not an administrator of the company, according to a decision by the CVM Collegiate, in meetings held on
12.13.2016 and 05.02.2017 (CVM Process No. 19957.006290/2016-08).
Finally, it is worth highlighting that the provision of Article 13, paragraph 4, of CVM Instruction No. 358/02 prohibits only the trading of securities by the persons cited, not constituting a 'silence period', which applies to public distribution offers, according to item IV of Article 48 of CVM Instruction No. 400/03. In this way, the disclosure of information by the Company in the period of 15 days preceding the disclosure of DFP and ITR must remain regular, observing the dispositions of CVM Instruction No. 358/02.

7.10 Related Party Transactions
In accordance with Articles 153 to 156 of Law No. 6.404/76, administrators must conduct the business of the company with diligence and loyalty, abstaining from interfering in operations in which they have a conflict of interests.
There are precedents from the CVM in the sense that the conflict is "presumed, that is, it does not depend on the analysis of the concrete case for its application, leaving the administrators of the company prohibited from participating in any negotiation or deliberation regarding a specific operation in which they appear as a counterparty to the company or by which they are benefited, regardless of whether the social interest is being pursued or not". In this sense, "the existence of a parallel interest of the administrator who will command or actively participate in the negotiations may influence the very basis of the business, its conditions, given the economic interest of the administrator, in opposition or in parallel with that of the company. [...] The fact that the administrator is prevented from 'intervening in any social operation in which he has an interest conflicting with that of the company', as stated in the caput of art. 156 of Law No. 6.404, prevents him not only from voting, if the operation has to be approved by a collegial administration body, but also from participating in the negotiations" 50 .

Furthermore, even if the administrator does not intervene in operations in which he has an interest conflicting with that of the company, by virtue of Article 156, paragraph 1, of Law 6.404/76, such operations can only be carried out under reasonable or equitable conditions, identical to those prevailing in the market or in which the company would contract with third parties.

50 Votes of Director Rapporteur Wladimir Castelo Branco and President Marcelo Trindade in CVM Process No.
RJ2004/5494, on 12.14.2004. Vote of Director Rapporteur Pedro Marcilio de Souza in PAS CVM No. 12/2001. Vote of Director Pablo Renteria in PAS CVM No. RJ2011/11073.

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

Article 245 also provides that administrators must ensure that operations between the company
and its affiliates, controlled and controlling companies observe commutative conditions or with adequate compensatory payment.

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

Whenever such a document exists, it must be sent via the Empresas.net System, in the category "Related Party Transactions Policy" (see 4.16).

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

Considering the set of attributions of the administration members and the constant need for adoption of mitigating and preventive measures of potential conflicts, it is considered a good practice of corporate governance that councilors do not act as paid consultants or advisors of the organization, as pointed out in the Code of Best Practices of Corporate Governance of the Brazilian Institute of Corporate Governance (5th Edition - item 2.3.e).

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

Regardless of the Company's decision regarding the consolidation of internal norms into a policy of transactions with related parties, it is important that there are well-defined rules for each step of the process of hiring related parties. Furthermore, especially with regard to this type of transaction, it is fundamental that the controlling shareholder and the administrators of the Company develop a culture of integrity, based on principles that seek to preserve the interest of the society. Attention is drawn to some situations that may emerge from the analysis of these operations:
a) hiring of a society belonging to statutory administrators or relatives of administrators, without there being supporting documentation of the selection process of the service provider; b) loans from the public company to administrators with charges incompatible with those of similar transactions between the individual debtor and financial institutions; c) in cases where there is approval authority, due to the value of the business, the fragmentation of the transaction into several contracts and among different societies of the group, so as not to submit the business to the deliberation of the competent body; d) alteration of contractual conditions through an addendum, without adopting for the celebration of the addendum the same approval procedures as the original contract; e) hiring of a service provider, usually of an intellectual nature (consulting, advertising, law offices), which, in turn, maintains concomitant contracts, including consulting, with related parties; f) service contract (i) defined in a broad manner, (ii) varied, (iii) not related to each other and (iv) of long duration, making it difficult to identify the values due and the corresponding counterparty; g) consulting contract signed with a statutory administrator, having as object activities that could be inserted in the context of its attributions; h) still with regard to the relationship of the administrators with the Company, without leaving out that any benefit received by the administrator in exchange for their services must be understood as remuneration, attention is drawn to the following situations:
i. use of Company assets and services for private purposes, for example,
aircraft, vehicles, legal services, etc;
ii. receipt of commissions on businesses signed by the Company, for example
alienation of a subsidiary, which are not formally provided for in the policy of remuneration of administrators;
iii. receipt of extraordinary values, for the practice of an act that is included in their
attributions and which are not formally provided for in the policy of remuneration of administrators.

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

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

Finally, transactions between related parties and the entire decision-making process that precedes them must be documented in a way that allows for subsequent verification, when necessary.
It is worth reiterating that CVM Orientation Opinion No. 35/08 enumerates guidelines that may be applicable to diverse transactions between related parties, and not only those that take the form of mergers, incorporations and share incorporations. It is up to the administrators to evaluate, due to the nature and relevance of the transaction, whether and to what extent the measures listed in the aforementioned opinion must be observed.

As determined by Article 30, item XXXIII, of CVM Instruction No. 480/09, public companies registered in Category A must disclose communication about transactions between related parties (see item 4.16).

7.11 Indemnity Commitments
On 09.25.2018, CVM Orientation Opinion No. 38/18 was issued, which provides for fiduciary duties of administrators within the scope of indemnity contracts celebrated between public companies and their administrators.

In accordance with the aforementioned orientation opinion, there is no legal obstacle to the provision, in an indemnity contract, of the right to indemnification in favor of administrators for expenses suffered due to their position or function. Notwithstanding, the granting of indemnification to administrators based on the indemnity contract should not occur in all cases, such as, for example, in those where the standards of conduct to which they are subject have not been observed.

In this sense, it is understood that the following are not eligible for indemnification, among others, expenses resulting from acts of administrators practiced:
a) outside the exercise of their duties; b) with bad faith, intent, gross negligence or through fraud; or c) in their own interest or that of third parties, to the detriment of the social interest of the company.

Furthermore, the CVM understands that, given the risks of conflicts of interest inherent in indemnity contracts, to comply with their fiduciary duties, administrators must ensure that the company develops procedures capable of guaranteeing that the decisions authorizing the expenditure of resources are taken with independence and always in the best interest of the company.

For this reason, the company's administration must ensure that the contract includes clear and objective rules, specifying:

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

a) the body of the company that will be responsible for evaluating whether the administrator's act falls under any of the exclusions dealt with in item 2 of this Opinion; and b) the procedures that will be adopted to exclude the participation of administrators whose expenses may come to be indemnified in the evaluation process dealt with in item 'a' above, in accordance with Article 156 of Law No. 6.404/76.

Regarding the minimum information to be disclosed by companies upon the celebration of indemnity contracts, the CVM recommends that, at a minimum, the following information be made available:
a) whether there is a statutory provision regarding the indemnity and, if so, its terms; b) whether the contract must provide for a limit value for the indemnity offered and, if positive, what is this value; c) the coverage period that may be covered by the contract; d) the administrators who may celebrate an indemnity contract with the society; e) the cases excluding the right to indemnification; f) the types of expenses that may be paid, advanced or reimbursed based on the contract; and g) the procedures regarding decisions concerning the payment, reimbursement or advance of expenses resulting from the indemnity commitment, indicating: (i) body of the company that will be responsible for decisions regarding its granting; and (ii) the rules and procedures that will be adopted to mitigate conflicts of interest, ensure the independence of decisions and ensure that they are taken in the interest of the company.

Without prejudice to the guidelines and recommendations contained in the opinion, in the understanding of SEP, it is desirable, furthermore, that the following information about the provision of indemnity commitment be disclosed to the market:
a) for what reason the administration preferred to adopt the provision of indemnity commitment instead of the celebration of a civil liability insurance contract with similar coverage (CVM Process No. RJ2009/8316) 51; b) the quoted value of the civil liability insurance premium that provides coverage similar to the proposed indemnity commitment; c) whether the guarantee offered by the provision of indemnity commitment includes the payment or the reimbursement of indemnities that administrators are obliged to pay when held liable for damages caused to third parties or to the company as a consequence of illicit acts practiced before the provision of the indemnity commitment;

51 See http://www.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html.

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

d) whether the guarantee offered by the provision of indemnity commitment includes the payment or the reimbursement of fines resulting from conviction in a criminal action or in an administrative process or pecuniary obligations provided for in agreements to close administrative processes supported by administrators; and e) in case of a positive response to at least one of the two previous items, why the administration believes that such guarantee would be in the best interest of the company.

With regard to the provisions of the previous paragraph, it should be clarified that the provision by the company of the guarantees mentioned in items "c" and "d" or other guarantees not mentioned previously may be considered a violation of the duty of loyalty of the shareholders who approve the indemnity commitment, in accordance with corporate legislation, if the benefit of the commitment to the company is not proven.

The above information must be included (i) in the administration's proposal to the general assembly, whenever it is convened to deliberate on indemnity commitments; and (ii) in item 12.11 of the reference form, when the company has indemnity commitments in force.

It is also worth emphasizing the recommendation that the contracts be sent, within 7 (seven) business days from the date of their signature, noting that the category "Indemnity Contracts" has already been created in Module IPE of the Empresas.NET System, for the sending of the aforementioned contracts.

Finally, we inform you that on 10.29.2018, SEP issued Circular Letter No. 9/2018/CVM/SEP, available on the CVM website, guiding how to make available indemnity contracts, their addenda and any other documents that also reflect the terms and conditions applicable to the indemnity regime.

7.12 Trading with Own Shares
The legal principle instituted through Article 30 of Law No. 6.404/76 is that the company cannot trade with its own shares, except for the exceptions enumerated in its paragraph 1.
Furthermore, in paragraph 2 of the cited article, the Law provided for the regulation of the acquisition of shares by the issuing company itself by the CVM, which issued CVM Instruction No. 567/15, which, in turn, revoked CVM Instructions No. 10/80 and 390/03.

We remind you that the acquisition of shares of the company for retention in treasury or cancellation, and alienation of shares thus acquired is one of the cases of disclosure of Relevant Fact, established in art. 2, item XV, of CVM Instruction No. 358/02. In the case of approval by the board of directors, the information provided for in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an annex to the minutes of the board of directors meeting that deliberates on the subject, concomitantly with the disclosure of the Relevant Fact.

7.12.1 Competence for Approval
CVM Instruction No. 567/15 regulates the conditions under which companies can deliberate on the trading of shares of their own issuance and derivatives referenced therein.

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

In most cases, the transactions may be approved by the board of directors. However, as provided for in article 3 of this Instruction, the transaction must be submitted to shareholder approval when:
a) carried out outside organized securities markets, involving, even through several isolated operations, more than 5% (five percent) of shares or class of shares in circulation in less than 18 (eighteen) months; b) carried out outside organized securities markets and at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, than market quotes; c) having the purpose of altering or preserving the composition of share control or the administrative structure of the company; and d) the counterparty in a transaction carried out outside organized securities markets is a related party to the company, as defined by the accounting rules dealing with this matter, without prejudice to the prohibition on transactions with the controlling shareholder.

In addition to these cases, the bylaws may provide for additional scenarios where prior approval by the general meeting is necessary.

Regarding the submission of the matter to shareholders, it should be noted that this is a condition for the effectiveness of the transaction of the company's own shares in the cases above, although it does not necessarily need to occur at a time prior to the celebration of the transaction. Thus, it is possible for a transaction to be carried out and shareholder approval to be obtained subsequently, provided that the transaction does not produce effects until such approval occurs.

Regarding scenario "c" above, its incidence is limited to cases of possible modification in the control or administrative structure, such as in situations, for example, of possible imminent realization of a public offer for the acquisition of shares representing share control or negotiations of participations that will allow their holders to indicate members to the board of directors. The mere fact that the acquisition removes shares from circulation, thereby reinforcing a defined control structure without perspective of modification, does not trigger the need for approval in a general meeting.

Regarding scenario "d", it is worth highlighting that cases of alienation or transfer of shares to administrators, employees, and service providers of the public company, its subsidiaries or affiliates resulting from the exercise of stock options or other models of share-based remuneration are excepted from the need for approval in a general meeting. For this, however, it is necessary that the parameters for calculating the exercise price of the options or the price of shares are contained in the plan or remuneration model in question and that these have been approved in a general meeting.

In cases where shareholder approval is necessary, a general meeting must be convened to address the issue, and the proposal for the indication must contain the information indicated in article 20-B of CVM Instruction No. 481/09, and be sent by the IPE Module of the Empresas.NET System under the category "General Meeting", type "AGO/E", "AGE", species "Management Proposal", subject "Acquisition of shares issued by the company itself" or "Alienation of shares issued by the company itself", as applicable.

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

In the case of approval by the board of directors, the information provided for in Annex 30-XXXVI of CVM Instruction No. 480/09 must be provided, as an attachment to the minutes of the board meeting that deliberates on the subject, which will be sent by the IPE Module of the Empresas.NET System under the category "Management Meeting", type "Board of Directors", species "Minutes", subject "Acquisition of shares issued by the company itself" or "Alienation of shares issued by the company itself", as applicable.

7.12.2 Limitations
Article 6 of CVM Instruction No. 567/15 establishes a temporal limitation on the trading of the company's own shares (and derivatives referenced therein) by providing that such trading must be settled within 18 months counted from the approval by the board of directors or the general meeting.

It is clarified that the period in question seeks to prevent the approval from remaining open indefinitely. This period is not confused with the 3-day settlement period to which operations with shares in the spot market are normally subject, so that purchase and sale transactions in such markets in the last days of the 18-month period will not be considered violations of the provision in question.

In accordance with paragraph 1 of article 7, the acquisition of the company's own shares presupposes the existence of available resources, thus considered all profit reserves or capital, except for (i) legal, (ii) unrealized profits, (iii) undistributed mandatory dividends, and (iv) tax incentives. The result of the ongoing social exercise is also considered an available resource, segregated from the allocations to the reserves mentioned above.

The existence of available resources must be verified based on the last financial statements available published before the effective transfer, to the company, of the ownership of its own issued shares. Therefore, an acquisition may be approved even if such resources do not exist, provided that the effective transfer only occurs when the resources exist.

The last available financial statements referred to by CVM Instruction No. 567/15 may be annual, interim, or quarterly. Such statements serve as a reference to verify both whether a company that previously did not have available resources has acquired them, as well as to determine whether a company that previously held them has ceased to do so. Thus, available resources must be verified on a continuous basis with each new financial information disclosed.

If an excess is detected due to subsequent financial information, the company must alienate or cancel the shares above the limit in question within a period of 6 months, allowing for the possibility that this measure may prove unnecessary if new financial information is disclosed within this interval based on which the existence of available resources is verified.

Without prejudice to the need for the existence of available resources, expressed in accounting terms as mentioned above, administrators must take necessary diligence to ensure that (i) the financial situation of the company is compatible with the settlement of the acquisition at its maturity without affecting the fulfillment of obligations assumed with creditors nor the payment of mandatory dividends; and (ii) there are no foreseeable facts capable of causing significant changes in the amount of available resources over the remaining period of the social exercise.

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

According to article 8, treasury shares cannot exceed the threshold of 10% of shares in circulation, thus considered all shares less those held by the controlling shareholder, persons linked to him, and administrators.

The percentage referred to above includes (i) shares held not only by the public company itself but also by its subsidiaries and affiliates, and (ii) the company's own shares corresponding to the economic exposure assumed due to derivative contracts or deferred settlement contracts entered into by the company or its subsidiaries and affiliates.

Regarding specifically such shares referenced by derivative contracts, all shares that the company has the right or obligation to acquire (for example, long positions in call options or short positions in put options) must be considered, as well as the quantity of shares whose positive return serves as the basis for determining payment flows in favor of the company (for example, Total Return Equity Swaps contracts). Inverse positions in similar contracts, such as those that ensure the right or obligation to sell the company's own shares, must be disregarded in verifying the 10% limit referred to above.

As already decided by the Collegiate Board on 11.11.2008 (CVM Process RJ2008/9839) 52, the Board of Directors itself may deliberate on the cancellation of shares held in treasury, provided there is statutory authorization for the board of directors to deliberate on the acquisition of the company's shares (for purposes of cancellation or subsequent alienation) and that an extraordinary general meeting is subsequently convened to deliberate on the alteration of the statutory clause regarding the social capital of the respective company.

We remind you that, in addition to the limitations provided for in articles 7 and 8 of CVM Instruction No. 567/15, the norms referred to in article 11 of the same Instruction must be observed, including those that seek to prevent the creation of artificial conditions of demand, supply, or price, price manipulation, fraudulent operations, and inequitable practices.

Therefore, companies should not act in the direction of providing liquidity to specific shareholders or sustaining a certain quotation level.

It is worth noting that Law No. 6.404/76 provides, in its article 30, that the acquisition of the company's own shares by a public company will be subject to the norms issued by the CVM under penalty of nullity.

We draw attention to the fact that CVM Instruction No. 567/15 was published on 17.09.2015 and does not apply to operations announced before this date, which must observe CVM Instruction No. 10/80.

Finally, article 13 of the norm establishes that the transgression of its articles 2 to 8 constitutes a serious offense, for the purposes of paragraph 3 of article 11 of Law No. 6.385/76.

7.12.3 Economic and political rights of treasury shares
In accordance with article 10 of CVM Instruction No. 567/15, treasury shares have no right to vote nor to monetary dividends of any nature, which does not prevent them from being entitled to share bonuses or being the object of grouping and splitting.

52 See http://www.cvm.gov.br/decisoes/2008/20081111_R1/20081111_D12.html

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

It should be noted that the exclusion of economic and political rights does not extend to shares held by the company's counterparties in derivative contracts or deferred settlement contracts, as such shares are not effectively in treasury, even though they are included in the calculation of the 10% limit provided for in article 8. Attention is drawn, however, to the need that, in the event of any voting agreement, even informal, between the company and the counterparty, such circumstances must be disclosed in accordance with Annexes 20-B of CVM Instruction No. 481/09 and 30-XXXVI of CVM Instruction No. 480/09, as applicable.

7.13 Monthly information on transactions carried out
It is reiterated that, from 17.09.2015, there has been a monthly obligation to report transactions carried out with the company's own shares by the company, its subsidiaries, and affiliates.

With regard to this, reference is made to item 4.8 of this circular letter, which contains guidelines on the method of sending such information through the Empresas.NET System.

7.13 Dividends on preferred shares (article 203 of Law No. 6.404/76)
Article 203 of Law No. 6.404/76 determines that the provisions in articles 194 to 197 and 202 will not prejudice the right of preferred shareholders to receive the fixed or minimum dividends to which they have priority, including arrears, if cumulative.

Consequently, the reserves mentioned in articles 194 to 197, and that of which article 202, paragraph 5, of Law No. 6.404/76 speaks, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, the fixed or minimum dividends must be distributed.

7.14 Communication on the non-payment of mandatory dividend due to the company's financial situation
Article 202, paragraph 4, of Law No. 6.404/76 establishes that the mandatory dividend may cease to be distributed in the social exercise in which the administration organs inform the General Shareholders' Meeting that it is incompatible with the company's financial situation. The fiscal council, if in operation, must give an opinion on this information, and the administrators must send to the CVM, within 5 (five) days of the holding of the general meeting, a justified exposition of the information transmitted to the assembly.

The justified exposition required in article 202, paragraph 4, of Law No. 6.404/76 must be sent through the IPE Module of the Empresas.NET System (category "Notice to Shareholders", type "Other notices"), mentioning in the subject the disclosed information.

7.15 Late, corrective, or complementary declarations of dividends
In the case of late, corrective, or complementary declarations of dividends (or other benefits) owed by public companies, the payment must be made to the persons holding the shares on the date of the late, corrective, or complementary declaration, or on another subsequent date, made public concomitantly with the declaration, and not to the holders of shares at the time of the original declarations.

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

It is worth highlighting that this orientation is in line with the decision of the Collegiate Board in the meeting of 03.05.2006 (CVM Process SP2004/0381) 53, in response to the consultation from SEP regarding the shareholder base to be used in the cited cases.

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

Regarding this, according to the Collegiate Board's decision of 13.12.2011 (CVM Process RJ2011/8312) , this new wording has immediate and unconditional applicability. That is, in the absence of a statutory provision that prevents deliberation by the board, the new legal text is in force and is capable of producing all its effects, so that the boards of directors of public companies can already, immediately, deliberate on the issuance of debentures not convertible into shares.

7.17 Composition of the board of directors
When consolidating the bylaws, companies must pay attention to the provisions of article 143 of Law No. 6.404/76, regarding the composition of the board of directors of a corporation.

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

Therefore, it is recommended that those companies whose bylaws are out of compliance with the Law take the necessary measures (including timely convening of a general meeting, including in its notice the statutory amendment in question) to correct any gaps that may exist in their respective bylaws.

7.18 Request for certificates of entries in the social books (article 100 of Law No. 6.404/76)
Article 100, paragraph 1, of Law No. 6.404/76 regulates the option to obtain a certificate of the entries in the Register of Registered Shares, the Register of "Transfer of Registered Shares", the Register of "Registered Beneficiary Units", and the Register of "Transfer of Registered Beneficiary Units".

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

53 See http://www.cvm.gov.br/decisoes/2006/20060503_R1/20060503_D02.html 54 See http://www.cvm.gov.br/decisoes/2011/20111213_R1/20111213_D02.html

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

In this sense, it must be observed that, according to decisions of the Collegiate Board on the matter (see, for example, CVM Processes RJ2003/13119 and RJ2003/7260) 55, the company exercises, regarding certain records, a public function equivalent to that of agents delegated with state power (such as real estate registry offices), given that the transfer of ownership of shares, and the constitution of real liens on them, is only completed with the transcription in the social books, or in the records that serve as substitutes for them.

However, conditioning access to the shareholder list to the purpose described in paragraph 1 of article 100 implies a judgment by the company's administration regarding the presence of a right to defend, or a situation to clarify, with recourse to the CVM in case of denial of the request by the company's administration.

In a decision of 08.12.2009 (CVM Process RJ2009/5356) 56, the CVM Collegiate Board expressed its understanding, in response to a consultation formulated by a market agent, regarding the main conditions for the granting of the certificate of entries in the social books in question, as well as regarding its content, highlighting the main aspects:
a) the provision in article 100, paragraph 1, does not oblige the public company to provide a certificate of the entries in the social books when the request is justified by facilitating the mobilization of shareholders to discuss topics related to the company and to participate in general meetings; b) the request formulated based on this provision must present specific, albeit brief, justification to legitimize its approval, and such justification must identify (i) the right to be defended or the situation of personal interest to be clarified, and (ii) to what extent the disclosure of the entries in the social books is necessary for the clarification of the situation of personal interest or defense of the right in question; c) the company is obliged to provide a certificate of the entries that are necessary and sufficient for the clarification of the situation of personal interest or the defense of the right identified in the request; d) the provision of the complete list of shareholders, based on the provision in paragraph 1 of article 100 of the LSA, is only imposed in cases where it is duly justified that the violated or about to be violated right is inherent to the quality of shareholder, and its defense is of interest to all shareholders; e) thus, the provision of the complete list of shareholders is imposed, based on this provision, in the hypotheses where shareholders must act jointly to defend some right, due to the law or bylaws establishing a minimum quorum for petitioning before the Judiciary, Public Administration, or the company's organs. Examples of this would be the liability action to be proposed by shareholders (article 159, paragraph 4, of the LSA), the action for full exhibition of the company's books (article 105, paragraph 4, of the LSA), and, furthermore, the request for a list aimed at facilitating the formation of the quorum necessary to convene the general meeting, provided that, in the last example, it is demonstrated that the deliberation on some matter to be included in the agenda has the clear character of defense of rights.

55 See http://www.cvm.gov.br/decisoes/2004/20041123_R1/20041123_D08.html 56 See http://www.cvm.gov.br/decisoes/2009/20091208_R1/20091208_D24.html

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

f) for the same reason, it is also justified, in light of the provision in article 100, paragraph 1, the granting of the complete list in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder. g) outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of the entries in the social books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in article 100, paragraph 1, of the LSA.

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

Furthermore, the mere commercial interest in obtaining the certificate, such as the offering of service provision, finds no support in paragraph 1 of article 100 of Law No. 6.404/76.

It is worth citing that the CVM Collegiate Board, in the meetings held on 23.02.2010, 20.07.2010, 19.11.2013, and 19.07.2016 (CVM Processes RJ2010/2689, RJ2010/0620, RJ2012/13291, and SP2016/89) 57 reiterated the understanding described above, established in the meeting of 08.12.2009.

It is worth remembering the decision of the CVM Collegiate Board in the meeting held on 28.05.2013 (CVM Process RJ2012/13291) 58, in which, among others, it reiterated the understanding pronounced in the already cited decision of 08.12.2009, and also emphasized that paragraph 1 of article 100 of the Corporations Law does not require the requester to have any participation in the social capital of the company, after all, even a non-shareholder can request the certificates of the entries in the books mentioned in items I to III of article 100 of Law No. 6.404/76, observing the requirements established therein.

57 See http://www.cvm.gov.br/decisoes/2010/20100223_R1/20100223_D07.html, http://www.cvm.gov.br/decisoes/2010/20100720_R1/20100720_D06.html, http://www.cvm.gov.br/decisoes/2013/20131119_R1/20131119_D02.html and http://www.cvm.gov.br/decisoes/2016/20160719_R1/20160719_D0166.html 58 See http://www.cvm.gov.br/decisoes/2013/20130528_R1/20130528_D011.html

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

In meetings held on 09.05.2017 and 11.07.2017, the Board, when analyzing a shareholder complaint against the company's refusal to provide a list of shareholders (CVM Process SP2016/0174) 59, expressly noted the need for a new CVM evaluation of the aforementioned precedent established in CVM Process RJ2009/5356, highlighting that the reading of Article 100, paragraph 1, does not necessarily lead to the conclusion that "outside the hypotheses of defense of a collective or homogeneous individual right, the request for the supply of certificates of the social books' records formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in art. 100, §1º, of the LSA", as well as the need to interpret systematically Law No. 6.404/76, which contains another provision, Article 126, paragraph 3, specifically intended to protect the right of shareholders to access the company's shareholder list, as a necessary instrument for collective mobilization; and the possibility that, independently of the use of Article 126, paragraph 3, which has its own regime, there may be situations where the defense of rights or clarification of situations of personal interest will occur, precisely within the scope of a conclave, which will depend on a case-by-case analysis.

On 07.11.2017, the Board again reviewed the matter (CVM Process No. 19957.006319/2017-24), this time in a request made by a non-shareholder. At that time, the Reporting President Marcelo Barbosa referred to the reanalysis initiated within the scope of the aforementioned Process SP2016/0174, highlighting that the decision rendered in CVM Process RJ2009/5356, which has been carried over to the SEP Circular Letters since then, should not be read restrictively and literally.

This is because the 2009 decision would have referred specifically to one of the purposes provided for in the device in question, namely, the "defense of rights and clarification of situations of interest (...) of shareholders", carried out by a shareholder based on a collective or homogeneous individual right of the shareholders. Regarding this hypothesis, the understanding prevailed that the requesting shareholder must pursue a collective or homogeneous individual right of all shareholders of a certain company. Examples of this type of request would be those aimed at exercising the mechanisms provided for in Article 123, sole paragraph, in Article 105, in Article 206, or in Article 159, paragraph 4 of the S.A. Law, that is, cases in which both the requesting shareholder and any other shareholder would have standing to make the request.

However, such possibility does not rule out the others that were codified in the law, such as the defense of rights and clarification of situations of personal interest or of the securities market, which may be alleged by both shareholders and non-shareholders. In this sense, the decision taken in CVM Process SP2015/0208, judged on 24.10.2017 60, was cited, in which the Board granted an appeal filed by a shareholder based essentially on incidental personal interest.

Finally, it is important to mention that in CVM Process No. 19957.006319/2017-24, the CVM Board analyzed an issue that had not yet been explored in depth: a request for access to the content of corporate books made by a non-shareholder person, under the justification of supporting their action in defense of shareholders and the market.

59 See http://www.cvm.gov.br/decisoes/2017/20171107_R1/20171107_D0795.html 60 See http://www.cvm.gov.br/decisoes/2017/20171024_R1/20171024_D9774.html

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

Regarding this, the Reporting President Marcelo Barbosa highlighted in his vote, having been accompanied by the unanimity of the Board, that access to social books should only be granted if the applicant demonstrates having a legitimate interest in the right to be defended and in the situation to be clarified, and that the proof of the applicant's legitimacy involves the analysis of the ownership of the right object of the request.

In this regard, it was explained that in the case of a shareholder making a request for certificates of social books based on the defense of rights arising from their quality as a shareholder, the demonstration of legitimate interest is, in principle, facilitated, as it is a situation in which the applicant is simultaneously the holder of the right and interested in the situation in which it is inserted. However, if the applicant is a third party non-shareholder, their subjective relationship with the right pointed out is not so evident. Indeed, in the decision of 07.11.2017, the Board also highlighted that, in the case of requests made by non-shareholders, the analysis of the legitimacy and justification presented will be more complex and not so evident, and one must pay even more attention to the occurrence of possible abusive situations.

In this sense, the Board expressed the understanding that a request made by an association or similar entity, with the purpose of interest of the shareholders of a certain company, should only be granted if the applicant proves that it has in its roll of associates persons who are holders of the right to be defended and have a legitimate interest in the situation to be clarified – which have granted powers of representation to the association, and clarifies to what extent the requested information will serve the desired purpose

7.19 Admission of shareholders in a wholly-owned subsidiary (Article 253 of Law No. 6.404/76)
Article 253 of Law No. 6.404/76 establishes that, in proportion to the shares they hold in the capital of the company, shareholders will have the right of preference to (i) acquire shares of the capital of the wholly-owned subsidiary, if the company decides to alienate them in whole or in part; and (ii) subscribe to a capital increase of the wholly-owned subsidiary, if the company decides to admit other shareholders.

The CVM Board, in meetings held on 29.03.2011 and 16.08.2016 (CVM Process No. RJ2010/13425 and CVM Process SEI No. 19957.003452/2016-48) 61, understood that the provision in this article only applies to companies converted into wholly-owned subsidiaries as a result of a share acquisition operation (Article 252 of Law No. 6.404/76).

Additionally, in the aforementioned meeting of 29.03.2011, the CVM Board concluded that, in cases where the social capital of the subsidiary is distributed among two or more shareholders, the own regime of wholly-owned subsidiaries, provided for in Article 253, would only be applicable if it were evident that the shareholding structure was constituted to defraud the law.

Issuers registered in Category A, when disclosing to the market the admission of shareholders in a wholly-owned subsidiary, must inform whether the right of preference in the subscription or acquisition of the shares of the wholly-owned subsidiary will be granted to their shareholders, and, if such right is not safeguarded for their shareholders, they must inform the reasons why Article 253 of Law No. 6.404/76 will not be observed.

61 See http://www.cvm.gov.br/decisoes/2011/20110119_R1/20110119_D02.html and http://www.cvm.gov.br/decisoes/2016/20160816_R1/20160816_D0307.html

COMMISSION OF SECURITIES AND EXCHANGES
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In the management proposal to be submitted to the assembly, Category A issuers who are authorized by a market administrator entity to negotiate shares on a stock exchange must disclose, through the Empresas.NET System (see item 4.2.2) at minimum, the following information: (a) quantity of new shares to be issued by the wholly-owned subsidiary or quantity of shares of the wholly-owned subsidiary to be alienated; (b) unit price for subscription or acquisition of the shares; (c) date to be considered for the identification of shareholders who will have the right to subscribe or acquire the shares and (d) percentage that shareholders will have the right to subscribe or acquire.

8 Complaints, Appeals, Consultations, Requests for Interruption or Suspension of Assembly, Hearings and Requests for Review of Processes
8.1 Complaints involving open companies
Complaints filed by shareholders or the general public, involving open, foreign and/or incentivized companies, must be forwarded to the Superintendent of Protection and Guidance for Investors – SOI, through the Citizen Service – SAC, available on the CVM website.
Complaints filed by administrators of such companies must be forwarded to the SEP through the Digital Protocol service, also accessible through the CVM website.
Complaints can be filed without the identification of the complainant, through the CVM website or, exceptionally, through physical protocol at the agency.
Complaints filed by shareholders or the general public will be analyzed by the SOI and, if they involve corporate issues of greater complexity, will be forwarded for analysis by the SEP, which will evaluate, mainly based on publicly available documents and written manifestations requested from market participants, whether the received complaint is well-founded. If it believes it has conclusive elements regarding the authorship and materiality of the irregularity found, the SEP will formulate an accusation term to be judged by the CVM Board in a sanctioning administrative process. In this case, the complaint process will be archived in the SEP or SOI, depending on its origin. If it understands that elements of authorship and materiality are not present, the SEP will present a proposal to institute an administrative inquiry to the General Superintendent, who, if in agreement, will forward the process to the Superintendent of Sanctioning Processes – SPS, which, together with the Special Federal Prosecutor’s Office – PFE, will be responsible for its conduct. In this case, the complaint process will be extinguished, and its records will compose the administrative inquiry. To facilitate the visualization of the above, a flowchart of the procedures followed after the receipt of complaints on corporate themes relevant to open companies by the CVM until its archiving is presented below.

Investor Complaint
Analysis by SOI
Presentation of accusation term or issuance of Alert Letter Response to investor in cases of lower complexity

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8.2 Appeals against decisions or understanding manifestations of the SEP
In accordance with CVM Deliberation No. 463/03, the deadline to appeal to the Board against decisions rendered by the CVM Superintendents is 15 (fifteen) days counted from the knowledge by the interested party.
The Superintendent must, within a deadline of 10 (ten) business days counted from the receipt of the appeal, reform or maintain the appealed decision and, in the second hypothesis, forward the process to the Board even if he has understood the appeal as untimely or inadmissible.
CVM Deliberation No. 510/06, which altered CVM Deliberation No. 463/03, provides that the appeal will be received in the devolutive effect and if there is just fear of damage of difficult or uncertain repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, give suspensive effect to the appeal. If there is a denial (total or partial) of the request for suspensive effect, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for the reexamination of the decision denying the suspensive effect, in accordance with item VI of CVM Deliberation No. 463/03. The Superintendent will notify the appellant about the Board's decision within a deadline of 5 (five) business days. It is also worth mentioning that, at the request of a member of the Board, the Superintendent who rendered the appealed decision, or of the appellant himself, the Board will appreciate the allegation of the existence of error, omission, obscurity or material inaccuracies in the decision, contradiction between the decision and its grounds, or doubt in its conclusion, correcting them if necessary, with the request being forwarded to the Director who drafted the winning vote in the examination of the appeal, within a deadline of 15 (fifteen) days, and submitted by him to the Board for deliberation. It is worth mentioning, furthermore, a decision of the Board of 27.10.2015, in the sense that there is no appeal against notification formulated by the SEP in compliance with the provision of Article 11 of CVM Deliberation No. 538/08 62. Regarding appeal against the application of coercive fines, see item 2.5.1.

62 See http://www.cvm.gov.br/decisoes/2015/20151027_R1/20151027_9883.html Administrator Complaint Analysis by SEP Institution of administrative inquiry Archiving of the process without the presentation of an accusation term, Alert Letter or opening of inquiry

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8.3 Consultations of open, foreign and incentivized companies
Consultations regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 and subsequent amendments, must be forwarded, by the DRI or person equivalent to the SEP, with the identification of the issuer. If the consultation is made by legal representatives of the issuers, it must be accompanied by their respective mandates of representation. Point doubts regarding the application of legislation and corporate regulation, understood as those that do not require analysis in specific administrative processes given their complexity, can be sent to the SEP, by the companies, through the email address sep-consultas@cvm.gov.br, recommending that, before sending such doubt to the indicated email, ensure that there are no orientations about the subject in question in this Circular Letter. The formulation of the consultation must be clear regarding its object, avoiding the generic form and theoretical consultations. The consultation must be accompanied by all elements and arguments judged important for the conclusive manifestation of the CVM. Consultations in accounting matters must be accompanied by a manifestation of the independent auditor on the subject. It is worth highlighting that the presentation of a consultation by the issuer does not exempt it from compliance, within the due deadlines, with legal and regulatory obligations, even if object of the formulated consultation. Furthermore, we request that the consultation be forwarded in a file in .pdf format with searchable content or that has been digitized with OCR ("Optical Character Recognition") technology, which allows recognizing text characters.

8.4 Requests for interruption or suspension of the deadline for calling an assembly
Requests for interruption or suspension of the deadline for calling an extraordinary general assembly must be forwarded, in accordance with CVM Instruction No. 372/02, to the SEP, through the Digital Protocol Service, and, concomitantly, to the electronic address sep@cvm.gov.br.
The request for interruption or suspension must be forwarded to the SEP with a minimum advance of 8 business days from the date initially established for the holding of the general assembly.
After receiving the request, the SEP will notify the company in question to manifest itself within an irrevocable deadline of 48 hours. Subsequently, the SEP will analyze the request and forward its opinion to the CVM Board to deliberate on the interruption or suspension.
Unlike complaints and consultations, the SEP and the Board have a maximum deadline to manifest themselves regarding the request for interruption or suspension, which is the date of the assembly itself. However, it is important to observe that the scope of the analysis in interruption requests is restricted to the legality of the proposals submitted to the assembly and, in suspension requests, to the need for more time for the analysis of especially complex proposals and to the sufficiency of the documents related to them.

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8.5 Communications with the SEP
In the case of forwarding questions, answers, appeals to decisions or understandings of the SEP or petitions/representations, companies must use the Digital Protocol, on the CVM website, except when oriented in a different sense by the SEP.
In this sense, it is worth highlighting that the sending of these correspondences through the Empresas.NET System, when not expressly requested by the SEP, has been used by some companies, causing, sometimes, embarrassment to their own administration or difficulty in following up on responses to requests or manifestations of this Superintendency. It is stressed that the deadlines for attending to the requests contained in the letters sent by the SEP must be counted as specified in the dispatch itself. When not specified, the deadline must be counted from the date of receipt of the Letter (date of sending the email or, if the Letter was sent only by postal mail, the date of signing the AR). We remind you that, since 2016, the SEP sends Letters primarily through electronic mail (with electronic signature), due to the adoption of the Electronic Information System – SEI. In this sense, we request that communications with the SEP, including in the attendance to said Letters, take place, whenever possible, through the document protocol in the Digital Protocol Service. Occasionally, administrators, fiscal councilors and shareholders exchange correspondence, through which they formulate questions directly to the administration of the open company, sending copies of these correspondences to the Superintendent of Corporate Relations (SEP). This way of proceeding should be avoided. With the objective of properly processing the demands, administrators and fiscal councilors who wish to forward consultations or complaints to the CVM must do so with observance of the procedures indicated in this item, sending direct correspondence to the SEP and indicating the request and its foundation. Complaints or consultations filed by shareholders or the general public, even if involving open, foreign and/or incentivized companies, must be forwarded to the Superintendent of Protection and Guidance for Investors – SOI, through the Citizen Service, available on the CVM website, at the link below:
http://www.cvm.gov.br/menu/atendimento/sac.html

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8.6 Requests for hearings by private individuals
In line with Decree No. 4.334/02, requests for scheduling meetings with organizational components of the CVM must be forwarded electronically, through the CVM page on the worldwide computer network, selecting, for this purpose, the option HEARING BY PRIVATE INDIVIDUALS (http://sistemas.cvm.gov.br/?Audiencia). It is recommended that the issuer fill out the object of the hearing as completely and detailed as possible, as well as inform, in the "Subject" field, whenever possible and if applicable, the number of the Letter, Instruction or other CVM act to which the subject of the hearing refers. In this request, the clear specification of the subject to be treated must be present, having as a necessary condition, in the case of issuer consultations, its prior forwarding, as described in this Circular (see item 8.3). It is also recommended that the issuer contact the SEP by telephone before scheduling the hearing by private individuals in the system, aiming to verify the availability of the agenda. In the last five fiscal years, one of the initiatives of the CVM Risk-Based Supervision Plan (available on the worldwide computer network) has been the opening of an administrative process with the objective of analyzing financial statements accompanied by an auditor's report or special review report issued with a modified opinion. We have observed an expressive increase in the quantity of meeting requests made to the SEP, with the objective of informing the technical area of the existence of an auditor's report/special review report with modified opinion before the disclosure of financial information to the market. We remind you that for all processes of this nature, the SEP forwards a letter to the Companies requesting manifestation regarding the reasons that motivated the modified opinion of the auditor. In view of this, we recommend that Companies evaluate the need to schedule meetings only after notification by the SEP regarding the subject, avoiding the request for a meeting before the disclosure of financial information to the market, taking into account, furthermore, the observance of the rules regarding the treatment of relevant information provided for in CVM Instruction No. 358/02.

8.7 Request for review of a process
In accordance with paragraph 2 of Article 8 of Law No. 6.385/76, all documents and records of administrative processes that are in progress or archived at the CVM are public, except those whose secrecy is indispensable for the defense of intimacy or social interest, or whose secrecy is assured by express legal provision.
One must also keep in mind Article 46 of Law No. 9.784/99 – which regulates the administrative process within the Federal Public Administration – which guarantees interested parties the right to review the process and to obtain certificates or reprographic copies of the data and documents that integrate it, except for data and documents of third parties protected by secrecy or by the right to privacy, honor and image. In the case of an administrative process for the apportionment of illegal acts and unfair practices that is preceded by an investigative stage, the secrecy necessary for the elucidation of facts or required by public interest will be assured, as provided for in paragraph 2 of Article 9 of Law No. 6.385/76.

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

In 2005, the Agency regulated, through CVM Resolution No. 481/05, the granting of access to case files of administrative proceedings of any nature instituted within the scope of the CVM. Requests for access to proceedings pending before this Agency must be submitted by presenting a signed petition, specifying that it concerns the granting of access and/or copies, with the qualification of the signatories and, in the case of company representatives, accompanied by their respective powers of attorney.

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

The granting of access depends on authorization by the head of the Superintendency responsible for conducting the administrative proceeding or by the Rapporteur, in case there is a pending appeal or decision by the Collegiate Body. The granting of access may be postponed in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the proceeding.

In administrative proceedings instituted due to requests for postponement of the general meeting of open companies or for the interruption of the running of the period for its convocation, in accordance with CVM Instruction No. 372/02, access shall not be admitted while the proceeding is pending decision, except for the right of access to the case files by the company within the period for its manifestation, as provided in article 4 of CVM Resolution No. 481/05.

Furthermore, proceedings instituted for the purpose of investigating possible occurrences of violations of legal or regulatory norms whose supervision is incumbent upon the CVM shall be conducted under confidentiality, except in cases where the petitioner has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of access shall be considered mandatory.

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

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

In administrative sanctioning proceedings, defendants shall be admitted access upon petition addressed: (i) to the Coordination of Process Control (CCP), in proceedings governed by CMN Resolution No. 454/77; or (ii) to the Superintendency that instituted the proceeding, until the eventual filing of an appeal to the Collegiate Body, in proceedings governed by CMN Resolution No. 1.657/89, or to the CCP, after the eventual filing of appeals to the Collegiate Body.

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

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

For granted requests, the proceedings will be made available at the Consultation Center – SOI/GOI of this Agency, with the indication of the availability period through an official letter or email in response to the request. Administrative sanctioning proceedings will be made available at the Coordination of Process Control – CCP.

Without prejudice to the above, requests for access to information may also be made, based on the “Access to Information Law” (see item 8.8).

For access requests, the Digital Protocol System available on the CVM website must be used.

8.8 Commitment Term
The Commitment Term may be signed between the investigated party or defendant and the Securities and Exchange Commission of Brazil (CVM), at the discretion of the CVM, observing the public interest, in accordance with paragraphs 5 to 8 of article 11 of Law No. 6.385/76 and CVM Resolution No. 390/01.

It should be highlighted initially that, according to paragraph 3 of article 7 of CVM Resolution No. 390/01, the presentation of a proposal for a commitment term is admitted even in the preliminary investigation phase.

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

According to article 11, paragraph 5, of Law No. 6.385/76, the aforementioned proposal must be sent in the name of the investigated party or defendant themselves, and should not be sent in the name of the company, except in cases where the company itself is listed as investigated or defendant.

In exceptional cases, where it is understood that the public interest determines the analysis of a proposal for the entry into a commitment term presented outside the aforementioned period, such as the offer of substantial indemnification to those harmed by the conduct object of the proceeding and the modification of the factual situation existing at the end of the aforementioned period, the Collegiate Body will examine the request, provided it is formulated before its decision in judgment.

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

In view of the promulgation of Law No. 13.506, of November 13, 2017, commitment terms entered into are now published on the CVM website, instead of in the Official Gazette of the Union, with the discrimination of the period for compliance with any obligations assumed (article 11, paragraph 7 of Law No. 6.385/76). It is noted that the commitment term constitutes an extrajudicial executive title.

Information regarding commitment terms, including those already entered into with the CVM, which can serve as examples for the presentation of proposals, is available on the CVM website on the worldwide computer network, at the link “Sanctioning Action – Commitment Terms” (http://www.cvm.gov.br/termos_compromisso/index.html).

Finally, it is worth highlighting that, according to article 4 of the aforementioned Resolution, the entry into a commitment does not imply confession regarding the matter of fact, nor recognition of the illegality of the conduct analyzed in the proceeding that gave rise to it.

8.9 Calculation of Deadlines
In the calculation of deadlines, the rule established by article 66 of Law No. 9.784/99, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in the aforementioned proceedings occurs similarly to that established by article 224, caput, of Law No. 13.105/15.

Thus, in the calculation of the deadline, the day of commencement must be excluded and the day of maturity included. Deadlines begin to run from the moment of official notification, which can be carried out, as provided in article 11 of CVM Instruction No. 452/07 and article 61 of CVM Instruction No. 480/09, through the sending of a letter with Acknowledgment of Receipt, fax, or electronic message, with the deadline starting from the first occurrence.

In the event that the maturity date falls on a day when there is no business at the CVM headquarters, such as Sundays and national or municipal holidays, the term is extended to the next business day.

Additionally, as determined by article 23 of Law No. 9.784/99, the acts of the proceeding must be carried out on business days, during the normal working hours of the agency where the proceeding is pending.

Thus, on dates when the business at the CVM headquarters is partial, with closure before the normal hour, deadlines will be extended until the next business day. On the other hand, when there is partial business at the CVM headquarters and the business ends at the normal hour, in accordance with the provision of article 66, paragraph 1, of Law No. 9.784/99, this day will be considered in the proceeding deadline.

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

8.10 Request for Access to Information
The CVM, through CVM Resolution No. 481/05, regulated the granting of access to case files of administrative proceedings of any nature instituted within the scope of the CVM (see item 8.5).

Additionally, CVM Resolution No. 710/13 establishes the procedures for access to information provided for in Law No. 12.527/11 (“Access to Information Law”), regulated by Decree No. 7.724/12, within the scope of the CVM.

In accordance with article 2 of the aforementioned Resolution, the request for access to information must be made electronically on the CVM website on the worldwide computer network, or physically, at the Citizen Information Service – SIC of the CVM, by filling out a Standard Form.

In the case of partial or total denial of access to information or failure to provide the reasons for the denial of access, the petitioner may file an appeal, within ten days, counted from the notification of the decision, to the General Superintendent. If such appeal is denied, the petitioner may file an appeal, within ten days, counted from the notification of the decision, to the President of the CVM (article 3 of CVM Resolution No. 710/13).

As provided in article 4 of the aforementioned Resolution, in the case of omission of response to the request for access to information, the petitioner may present a complaint, within ten days, to the General Superintendent.
The deadline to present the complaint begins thirty days after the presentation of the request for access to information.

If the appeals provided for above are denied or the complaint mentioned in the previous paragraph is fruitless, the petitioner may file an appeal, within ten days, counted from the notification of the decision, to the Office of the Comptroller General of the Union.

However, it is important to note that, based on art. 13 of Decree No. 7.724/12 transcribed below, the Access to Information Law does not serve to impose the obligation to consolidate or interpret data that are in the possession of the Agency, in the event of a request for information regarding them.

“Art. 13. Requests for access to information will not be attended to:
I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation or consolidation of data and information, or service of production or treatment of data that is not the competence of the agency or entity.
Sole paragraph. In the case of item III of the caput, the agency or entity shall, if it has knowledge, indicate the location where the information from which the petitioner can perform the interpretation, consolidation or treatment of data is found.”

9 Empresas.NET System for the Preparation and Delivery of Information The Empresas.NET System is a system developed in partnership with B3 with the aim of facilitating compliance, by companies, with regulatory obligations to disclose information to participants in the capital market.

As a result of the unification of the platforms of the IPE and Empresas.NET Systems, since 28.02.2015 all periodic and occasional information has been submitted through the Empresas.NET System, even those that were previously sent through the IPE System. For more information, it is recommended to read Circular Letter No. 1/2015/CVM/SEP, of 30.01.2015 and Circular Letter No. 4/2016/CVM/SEP, of 26.09.2016, both available on the CVM website.

The information referred to in the Empresas.NET System is provided for, notably, in CVM Instructions No. 480/09, 481/09 and 358/02, as well as in other normative acts of the CVM or are adopted by virtue of good corporate governance practice.

The Empresas.NET System is the only means of submission to the CVM and to B3, in the case of companies listed there, of periodic and occasional information of open companies, and it is not accepted that the documents listed in Empresas.NET are delivered in protocols or sent by registered mail.

The documents and information sent through the Empresas.NET System will be available for public consultation simultaneously on the CVM website and on the B3 website in the case of companies listed there, with the exception of the form for the notice provided for in article 11 (individual) of CVM Instruction No. 358/02.

The download of the Empresas.NET System can be done through the CVM website on the worldwide computer network (http://www.cvm.gov.br, section Regulated Information, Companies, Empresas.NET, or through the link http://www.cvm.gov.br/menu/regulados/companhias/progempnet.html), as well as on the B3 website http://www.b3.com.br/pt_br/, section Products and Services – Solutions for Issuers, Empresas.NET Systems).

Questions regarding the installation, use, and operation of the Empresas.NET System, as well as the report of problems or difficulties in sending documents, must be sent to the Post-Trading Support Superintendency of B3 (SSP). Contact with the SSP can be made: (a) on business days, from 7 to 22 hours through the email ssp@b3.com.br and by phone (11) 2565-5000, option 8. After 22 hours and on weekends and holidays, exclusively by phone (11) 2565-5000. Issues received after 22 hours on business days and on weekends and holidays will be treated after 7 hours on the next business day, except those related to the availability of the system for receiving information, which will be treated immediately. Questions regarding the content of the Registration Form, Reference Form, DFP, ITR and the Quarterly Report of Securitization companies may be sent to the CVM, by the email address: sep-consultas@cvm.gov.br.

It is absolutely essential to read the document “Manual for the Provision of Periodic and Occasional Information”, available on the CVM website, which presents a list of the categories, types, and species of documents provided for in the Empresas.NET System, classified by the obligation or not of sending, by the periodicity of their disclosure and by the need or not of publication by the press, as well as bringing guidance regarding the procedure for accessing the system (sending and cancellation of data).

The limitation on the size of files to be included in the Empresas.NET System is imposed by the system itself and aims to facilitate investor access to information archived in the Empresas.NET System, since, in turn, it depends on the processes of downloading files, which are unviable in many cases, for sizes above 5 Mb. The imposed limitation aims for the best performance of the system itself and the website, thereby generating better access for users, especially for the shareholder, the final recipient of the information.

Before requesting the expansion of the limit of the Empresas.NET System, the company must make efforts to reduce the size of the file to be made available, given that it is an imposition existing for all companies. The issuer must try solutions with its IT area, with the aim of reducing the size of the file. The use of compression algorithms is suggested to try to reduce the space occupied by images and texts to be placed in the files. In this sense, we alert that the files to be attached to documents created in the system should not be protected or digitized in a way that does not allow them to be searched.

It is worth highlighting that the CVMWEB System continues to be used to access the functionality of appeal against coercive fines, on the CVM website. See item 2.5.1.

10 Guidelines for the Preparation of the Reference Form On 09.10.2014, CVM Instruction No. 552/14 was issued, which brought significant changes to CVM Instruction No. 480/09 (in addition to altering pointually other Instructions). The changes brought by CVM Instruction No. 552/14 entered into force on 01.01.2015, with the exception of the changes in the Reference Form (Annex 24 of CVM Instruction No. 480/09), which began to take effect from 01.01.2016.

10.1 Guidelines applicable to the entire Form
10.1.1 General rules on the preparation and disclosure of information
CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and updating of the Reference Form. They are as follows:
a) the issuer must disclose true, complete, consistent information that does not mislead the investor (article 14); b) all information disclosed by the issuer must be written in simple, clear, objective and concise language (article 15); c) the information provided by the issuer must be useful for the evaluation of the securities issued by them (article 17); d) whenever the information disclosed by the issuer is valid for a determinable 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.

In the unstructured fields of the Reference Form, whenever the presentation of a table is required, the information must be provided in this way (as, for example, in items 3.4, 4.3, 13.2, 13.3, 13.5, 13.6 and 13.7 of the Form).

Considering that the Form is a mandatory document for the purpose of requesting registration of an open company, it is worth highlighting that a company constituted in the same social exercise in which its request for registration as an open company is made must, in the creation of version 1 of its Reference Form, inform in “FRE Data/Social Exercises”, in the fields “Start Date” and “End Date” of the line of the last social exercise, respectively, the date of constitution of the company and the date of closure of the period used for the preparation of financial statements for registration purposes.

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

Therefore, the insertion of repetitive information or promotional text in these fields should be avoided, limiting their use to strictly necessary clarifications that actually add knowledge about the situation of the company and the securities offered by it for public trading.

10.1.3 Scope and content of the 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 preparing, updating and resubmitting the Form.

In this sense, we alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1 and 10.2 must refer to the last 3 (three) financial statements closing the social exercise. 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 financial statements closing the social exercise and to the latest 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 10.6 must refer to the last financial statements closing the social exercise. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last financial statements closing the social exercise and to the latest accounting information disclosed by the issuer, such as, for example, the information regarding the last Quarterly Information Form – ITR disclosed by the issuer.

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

It is also emphasized that, in the annual presentation of the Reference Form, the information provided regarding items 2.1, 8.1, 8.2, 8.3, 10.4, 11.1”d”, 14.1, 15.6, 15.7, 17.2, 17.3, 17.4, 18.9, 18.10, 19.1 and 19.2, must refer to the last 3 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 orient issuers regarding the unnecessary inclusion in the Reference Form 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 issued, such as repetitions of legal texts, explanatory notes, and parts of other documents.

10.1.4 Non-applicable information

If information requested in the Reference Form is not applicable to the issuer due to its characteristics, the latter 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 18.10 “a”, 18.10 “b” and 18.10 “c” that these are not applicable, given that the issuer did not carry out a public distribution offer of securities in the last 3 fiscal years. It is emphasized that the mere declaration that the information is “not applicable” does not meet this purpose.

In the case of the structured fields of the Empresas.NET system, if the information is not applicable, the issuer must, instead of filling them out, disclose the reasons for the non-presentation of the required information, through the “Justify” icon.

10.2 Guidelines for completing the Reference Form

10.2.1 Identification of persons responsible for the content of the Form (section 1)

In this item, the issuer must identify and present the declaration of its President and its IR Director (DRI) attesting that:
a) they reviewed the Reference Form; b) all information contained in the document complies with the provisions of CVM Instruction No. 480, especially articles 14 to 19;

c) the set of information contained therein is a true, accurate, and complete portrait of the issuer's economic-financial situation and the risks inherent to its activities and the securities issued by it.

It is emphasized that the aforementioned declaration must be provided by the two persons indicated in the regulation (President, or equivalent position, and IR Director), with the exception of the case where the same person holds both positions listed in the Instruction.

Furthermore, in the declarations of the President and the Investor Relations Director, their respective signatures must be included.

On the other hand, in the presentation of new versions of the reference form, due to the update provided in CVM Instruction 480/2009, article 24, paragraph 3, item I, or paragraph 4, item I, due to a change in the President or the Investor Relations Director, and not due to the other deliveries provided in the same article, there is no obligation to replace the identification and signed declaration of the replaced directors in section 1 of the reference form, but only the update of items 12.5/6 with the data of the new directors.

CVM Instruction No. 586/17 added item 1.2, which provides for an individual declaration by a new occupant of the position of President or Investor Relations Director, in case of a change in the President or IR Director after the submission of the reference form.

10.2.2 Auditors (section 2)

a. Information about independent auditors (item 2.1)

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

In letter “c”, “date of contracting of services”, the date on which the contract for the independent auditor was celebrated must be informed. This information is not confused with that required in item 3.3 of the Registration Form, “Date of start of service provision”. In the aforementioned item of the Registration Form, the information to be presented is the date of the start of the first accounting period to be audited or reviewed by the new contracted auditor. For example, if an auditor was contracted on 10.12.2018 to review the information related to the 1st ITR/2019, the information to be disclosed as “date of contracting of services”, in the Reference Form, will be 10.12.2018, while the “Date of start of service provision” will be 01.01.2019.

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

The eventual substitution of the auditor (letter “e”) must be informed even when the change occurred due to auditor rotation provided for in article 31 of CVM Instruction No. 308/99. In this case, as in other cases of change, the issuer's justification for the substitution of the auditor (sub-item “i” of letter “e”) must contain the same content 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 substitution, the information provided in accordance with sub-item “ii” of letter “e” must reproduce the reasons presented by the auditor, in accordance with the communication provided for in paragraph 2 of article 28 of CVM Instruction No. 308/99.

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.

b. Remuneration of independent auditors (item 2.2)

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

The information about the remuneration of independent auditors must be presented in Reais (R$). Even when there is the provision of services by the auditor abroad, the issuer must perform the conversion to the national currency as provided in CPC 2 (R2) approved by CVM Deliberation No. 640/10.

c. Other relevant information (item 2.3)

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

10.2.3 Selected financial information (section 3)

a. Selected financial information (item 3.1)

In this field, the issuer must present, in addition to other accounting information it may have selected, the values of the following items indicated in letters “a” to “j”: equity; total assets; net revenue; gross result; net result; number of shares, ex-treasury; book value per share, basic earnings per share and diluted earnings per share. These last two pieces of information must be calculated in accordance with the Technical Pronouncement of the Accounting Pronouncements Committee (CPC) 41.

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

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

The information must be provided taking as a basis the information contained in the issuer's financial statements or, when this is required 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, so as 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.

b. Non-accounting measurements (item 3.2)

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 disclosed by it, which were used to prepare the measurements.

c. Subsequent events to the last financial statements closing the fiscal year (item 3.3)

In this field, subsequent events that, in compliance with the rules provided in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, are contained in the last financial statements closing the fiscal year or, in the case of presenting the Reference Form due to the request for registration of public distribution, the latest accounting information disclosed by the issuer, must be identified and commented on.

Such comments must contain the information provided in the aforementioned accounting standard, such as: (a) the nature of the event; and (b) the estimate of its financial effect or a declaration that such estimate cannot be made, in the case of significant subsequent events, but which did not result in adjustments. It is important to also 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.

d. Description of the policy for the destination of results (item 3.4)

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

In it, the issuer must describe the policy for the destination of results adopted by it 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 a.i. Values of Profit Retentions a.ii Percentages in relation to total declared profits b. Rules on dividend distribution
c. Frequency of dividend distributions
d. Possible restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial decisions, administrative or arbitral

e. If the issuer has a formally approved policy for the destination of results, informing the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted

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

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

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

e. Distribution of dividends and profit retentions occurring in the last 3 fiscal years (item 3.5)

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

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

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

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

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

It should be clarified that the 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.

f. Issuer's indebtedness level (item 3.7)

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

It is emphasized that the total amount of debt, of any nature, informed in item 3.7.a, may be greater than the value disclosed in item 3.8 as the sum of debts with real guarantee, floating guarantee, and unsecured debts.

It is also fundamental, in the case of the issuer using another indebtedness index, the indication of the respective methodology and the reason why it understands that this index is appropriate for the correct understanding of the financial situation and the level of indebtedness of the issuer.

g. Issuer's obligations according to the nature and maturity date (item 3.8)

In this item, the issuer must disclose the amount of its obligations (loans, financing, and debt securities), segregated according to the type of guarantee – real guarantee, floating guarantee, and unsecured debts or other type of guarantee or privilege – and with the maturity dates established in letters “a” to “d” of this item.

In this sense, liabilities due that do not have the nature of loans, financing, and debt securities – such as suppliers, tax obligations, provisions, dividends or interest on equity payable, etc. – should not be included in this item 3.8 of the reference form.

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

Debts with guarantee of aval must be classified in one of the three categories provided in item 3.8. Debts without real or floating guarantee, regardless of the fact that they have surety 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 in this item.

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

The information must be provided taking as a basis the information contained in the issuer's consolidated accounting statements, or, when this is not required to disclose consolidated statements, based on its individual accounting statements.

h. Other relevant information (item 3.9)

In this item, the issuer must disclose other relevant information regarding financial aspects, such as, for example, the existence of provisions regarding cross-default in contracts and securities representing the issuer's debt, including between the issuer and companies of its economic group.

10.2.4 Risk factors (section 4)

a. Description of risk factors (item 4.1)

In this item, any risk factors that may influence the investment decision must be exposed, in order of relevance, especially those related to the issuer and its controller, 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, with foreign countries where the issuer operates and socio-environmental issues.

It should be clarified that the matters contained in letters “a” to “j” consist of an exemplary list. Thus, when filling out this field of the Form, the issuer must discuss the risk factors to which it would be exposed that may influence the investment decision.

The issuer may omit matters related to letters “a” to “j” 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 to its activities and capable of influencing the investment decision.

Given that the risk factors must be exposed in order of relevance (from most relevant to least relevant), in the presentation of the comments, the issuer may modify the order of presentation of the matters cited in letters “a” to “j” of item 4.1. Alternatively, it is to present, within each sub-item “a” to “j” of item 4.1, the risk factors in descending order of relevance.

All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The issuer's expectations regarding the increase or reduction of its exposure to risk factors, as well as the actions implemented to reduce its exposure, must be informed in item 5.4 of the Form.

Regarding letter “c” (risks related to its shareholders), the issuer must present the risks to which the Company is exposed due to its shareholders, that is, those in which the source of risk is the shareholder.

Considering the provisions of article 238 of Law No. 6.404/76, item 4.1.b (risks related to its controller, directly or indirectly, or control group) must identify and describe the risks related to the possibility that the company is oriented in a way to meet the public interest that justified its creation.

The risk factors must be clearly identified and described in clear and objective language, in a way that allows their understanding by the investor, and their possible impacts on the issuer or on the securities issued by it must also be commented on.

The issuer must avoid generic descriptions of risk factors. Information must be provided, as much as possible, on how a certain risk factor specifically affects the issuer, considering its particularities.

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

With regard to this, when judging PAS CVM No. RJ2014/7352, the Board had already manifested itself in the sense that generic allegations that the risks inherent to a company's activity are already known to the market, given that they have been disclosed in company documents such as the reference form, do not have the effect of removing the responsibility of administrators of publicly held companies for the lack of disclosure of certain specific and relevant information of the company, including in other documents and moments, such as in the company's annual and interim financial statements.

As mentioned in the vote of Director Rapporteur Pablo Renteria, accompanied by the unanimity of the Board, the risks common to a certain industry must be disclosed in prospectuses and reference forms. However, the function that such disclosure performs is to inform and alert the public regarding certain typical characteristics of the industry that may generate risks to investors of any company in the sector. Therefore, the company's management cannot consider that these generic alerts are sufficient to remove the need for disclosure, in the company's financial statements, of specific risk factors and related events, if they are already known to the administrators.

The investor, when acquiring securities issued by a company from a certain sector, accepts the risks inherent to it, which have been duly informed by the company. However, this does not imply that the company is exempt from keeping the market duly informed about specific events that have led or may lead to the realization of these risks. Thus, if the administration becomes aware of a risk event, this fact must be timely informed to the market, in the manner provided for in current regulation, including, depending on the circumstances, by means of a notice of material fact. The administration must also keep the market continuously informed about the evolution of these events and their impact on the company's financial situation, through the gradual disclosure of true, complete, timely, and accurate information.

Additionally, it is recommended that, in the annual process of preparing the Reference Form, the risk factors be reviewed and updated.

b. Description of market risks (item 4.2)

In this item, all relevant market risks to which the issuer is subject in the normal course of its activities must be described, quantitatively and qualitatively, in order of relevance and without mitigation or omission of relevant information, including, but not limited to, exchange rate risks, stock and commodity prices, interest rates, among others, that are capable of influencing its operational results, its financial situation, its future perspective, and the decision of investors.

The issuer must also disclose the relevant issues of the market risks to which it is submitted and the respective policies for their management. The issuer may disclose, for example, the counterparties with whom it contracts over-the-counter derivative instruments and the details of the participation of each of these parties in the total notional value contracted by the issuer, highlighting the treatment of counterparty risk.

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

The issuer must describe how the indicated market risks can affect it. Thus, a simple mention of generic factors, such as the possibility of alteration of policies and government actions, political instability, and financial market volatility, should be avoided. The issuer must cross-reference the information provided in this item with what is described in its financial statements, pursuant to CVM Instruction No. 475/08, in order to avoid inconsistencies or omissions that prejudice the understanding of what is intended to be informed in this part of the form.

c. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties (item 4.3)

In this item, the issuer must describe, with the presentation of the information required in letters “a” to “h”, the judicial, administrative, or arbitral proceedings in which it or its controlled companies are parties, that are not under secrecy and are individually relevant to the issuer or its controlled companies.

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 following model.

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. chance of loss (probable, possible, or remote) h. analysis of the impact in case of loss of the proceeding

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

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

In the assessment of relevance, the issuer should not limit itself only to the capacity of the proceeding to significantly impact its assets, its financial capacity, or its business, or those of its controlled companies, 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 statutory clauses.

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

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

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

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

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

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

With respect to the chance of loss (letter “g”), the following concepts must be considered:
a) probable: when the chance of one or more future events occurring is greater than 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.

It is important to emphasize that the analysis regarding the chance of loss refers to an estimative aspect, therefore, it does not constitute any assumption of guilt on the part of the issuer.

In this sense, it should be noted that the term “probable” is a normative accounting concept, contained in a technical pronouncement of the CPC. The term probable in CPC 25, which is the accounting standard corresponding to IAS 37, an International Financial Reporting Standards – IFRS standard issued by the International Accounting Standards Board – IASB, which is the body responsible for the regulation of international accounting, is defined as follows:

The term “probable” is used for describing a situation in which the outcome is more likely than not to occur.
Generally, the phrase “more likely than not” denotes any chance greater than 50 percent.
(PricewaterhouseCoopers LLP, 2014)

According to CPC 25, an outflow of resources is considered probable if the event is more likely than not to occur, that is, if the probability of the event occurring is greater than the probability of the event not occurring. Thus, if the chance of the event occurring is greater than 50%, the entity must account for a provision.

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

Thus, by way of example, if there is a chance of loss of 50.1%, this chance will be classified as probable, which will not necessarily imply the defeat of the Company in a judicial proceeding, given that there will be a considerable probability of winning.

Moreover, considering as a fundamental rule for the functioning of the capital market the principle of full and fair disclosure, which ensures maximum transparency in the relationship between Companies and investors, the provision of this type of information cannot gain contours that affect the issuer's security in its disclosure, which may, consequently, prejudice the quality of what is disclosed.

The analysis of the impact in case of loss of the proceeding, required in letter “h”, must be done without omission of relevant information, demonstrating the amount of losses related to relevant proceedings and their possible impacts on the financial and asset situation of the issuer or its controlled companies or on their business. Even if the chance of loss of the proceeding is remote, if it is relevant in terms of materiality, it must be informed.

It is stressed that in the presentation of the Reference Form due to a request for registration of public distribution of securities, the information must be presented in an updated manner, as required in paragraph 2 of article 24 of CVM Instruction No. 480/09.

d. Judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and whose opposing parties are administrators or former administrators, controllers or former controllers, or investors of the company or its controlled companies (item 4.4)

In this item, the issuer must describe, with the presentation of the information required in letters “a” to “h”, the judicial, administrative, or arbitral proceedings, that are not under secrecy, in which it or its controlled companies are parties and whose opposing parties are administrators or former administrators, controllers or former controllers, or investors of 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.

Circular Letter CVM/SEP 03/2019

Lineage: In force