Circular Letter CVM/SEP 04/2011: General Guidelines on Procedures for Publicly Traded Companies and Foreign Issuers

CIRCULAR LETTER/CVM/SEP/N°004/2011
Rio de Janeiro, March 15, 2011
SUBJECT: General guidelines on procedures to be observed by public companies and foreign issuers

Dear Director of Investor Relations/Legal Representative,

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

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

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

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

CATEGORIES OF ISSUERS
REQUESTS FOR CONVERSION OF CATEGORIES
ISSUERS WITH LARGE MARKET EXPOSURE
FOREIGN ISSUERS
OBLIGATION TO MAINTAIN A PAGE ON THE WORLD WIDE WEB
FINANCIAL STATEMENTS
6.1. Financial institutions authorized to operate by the Central Bank of Brazil
PERIODIC FORMS
7.1. Registration form
7.2. Reference form
7.3. Standardized financial statements – DFP
7.4. Quarterly information – ITR
ORDINARY GENERAL ASSEMBLY – OGA
SHAREHOLDER REPRESENTATION AT ASSEMBLY
PUBLIC REQUESTS FOR PROXY
REPORT AND COMMUNICATIONS OF THE TRUSTEE
MAIN OCCASIONAL INFORMATION
12.1. Relevant act and fact
12.1.1. Distinction between relevant fact and market communication
12.2. Extraordinary general assembly – EGA and special assembly
12.2. Shareholder agreement
12.4. Group of companies convention
12.5. Bankruptcy petitions and judgments
12.6. Petitions and judgments involving judicial and extrajudicial reorganization
12.7. Securities of administrators and related parties
12.8. Relevant shareholding
12.8.1. Recipient of the obligation
12.8.2. Object of relevant participation
a) Shares b) Debentures convertible into shares, Subscription Warrants, Rights to subscribe for shares, Call options on shares and others c) ADR, GDR and BDR d) Share lending e) Indirect participation
12.8.3. Calculation of increase or decrease in relevant participation
12.8.4. Time of disclosure
12.8.5. Group of persons acting in concert or representing the same interest
12.8.6. Responsibility of the Administrator or Manager
12.8.7. Publication of the Declaration of Increase in Participation
12.8.8. Content of the declaration of increase in participation
12.8.9. Disclosure of the Declaration by Non-resident Investor
12.9. Trading blackout period
12.10. Trading policy
12.11. Disclosure policy
12.12. Articles of incorporation
12.13. Meetings of the board of directors and the supervisory board
12.14. Communication of auditor change
OBSERVATIONS COMMON TO PERIODIC AND OCCASIONAL INFORMATION
13.1. Request for confidentiality
ISSUERS IN SPECIAL SITUATION
14.1. Issuers in extrajudicial reorganization
14.2. Issuers in judicial reorganization
14.3. Issuers in bankruptcy
14.4. Issuers in liquidation
CONSEQUENCES OF NON-SUBMISSION OF INFORMATION
15.1. Penalty fines
15.2. Publication of the list of defaulting issuers
15.3. Ex officio suspension of issuer registration
15.4. Ex officio cancellation of issuer registration
15.5. Administrative sanction process
VOLUNTARY CANCELLATION OF REGISTRATION
EX OFFICIO CANCELLATION OF ISSUER REGISTRATION DUE TO ITS EXTINCTION
REQUEST FOR LIST OF SHAREHOLDERS' ADDRESSES – ARTICLE 126, PARAGRAPH 3, OF LAW NO. 6.404/76
REQUEST FOR CERTIFICATES OF ENTRIES IN THE BOOKS – ARTICLE 100 OF LAW NO. 6.404/76
ARTICLE 203 OF LAW NO. 6.404/76
ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS
INSTALLATION OF THE SUPERVISORY BOARD AND ELECTION OF ITS MEMBERS
PROJECTIONS
ADVANCED DISCLOSURE OF FINANCIAL INFORMATION
CAPITAL BUDGET
LATE, CORRECTIVE OR COMPLEMENTARY DECLARATIONS OF DIVIDENDS
INFORMATION TO BE DISCLOSED IN OPERATIONS OF:
27.1. Incorporation, merger and spin-off
27.2. Acquisition of commercial company by public company
27.3. Conversion of shares
27.4. Right of withdrawal
27.5. Capital increase
27.6. Share grouping
SURPLUS OF SHARES IN CAPITAL INCREASE WITH CREDITS
TRADING IN SHARES OF OWN ISSUE
BONUS OF TREASURY SHARES
STATUTORY COMPETENCE OF THE BOARD OF DIRECTORS TO DELIBERATE ON THE ISSUE OF DEBENTURES
ARTICLE 143 OF LAW NO. 6.404/76
ELECTION OF ALTERNATE MEMBERS OF THE SUPERVISORY BOARD – ARTICLE 161, §1, OF LAW NO. 6.404/76
APPEALS AGAINST DECISIONS OR MANIFESTATIONS OF UNDERSTANDING OF SEP
INQUIRIES BY ISSUERS
COMMUNICATIONS WITH SEP
REQUESTS FOR HEARINGS BY PRIVATE INDIVIDUALS
REQUEST FOR PROCESS VIEWING
COMMITMENT AGREEMENT
EMPRESAS.NET SYSTEM
CVMWEB SYSTEM
PERIODIC AND OCCASIONAL INFORMATION SYSTEM – IPE
CATEGORIES OF ISSUERS
CVM Instruction No. 480/09 created two registration categories for issuers of securities, according to the species of securities admitted to public trading (article 2):
I. Category A, authorizes the trading of any securities of the issuer in regulated securities markets; and
II. Category B, authorizes the trading of securities of the issuer in regulated securities markets, except those identified below:
(a) Shares and depositary receipts of shares; or (b) Securities that confer on the holder the right to acquire the securities mentioned in letter “a”, as a result of their conversion or the exercise of the rights inherent to them, provided they are issued by the issuer of the securities referred to in letter “a” or by a company belonging to the group of the said issuer. One of the objectives of creating two categories of issuers was to enable the establishment of differentiated information reporting regimes, adequate to each category, according to the species of securities issued for public trading. Thus, Chapter III (Issuer’s Obligations) of the Instruction establishes, for example, in its sections II and III, which deal, respectively, with mandatory periodic and occasional information, some differentiated rules regarding the discipline of information reporting. As provided for in article 2 of CVM Instruction No. 480/09, issuers of securities will indicate, at the time of registration, in which of the categories they wish to register, according to the species of securities they intend to have publicly traded. Thus, it will be up to the issuer to choose the regime of obligations to which they wish to submit. Finally, it should be remembered that, in accordance with article 2 of Annex 32-I of CVM Instruction No. 480/09, foreign companies are registered in Category A.
REQUESTS FOR CONVERSION OF CATEGORIES
Once registered, issuers may request the conversion of one registration category into another, through a request sent to SEP, whose procedures and requirements are regulated in articles 8 to 12 of CVM Instruction No. 480/09.
ISSUERS WITH LARGE MARKET EXPOSURE
CVM Instruction No. 480/09 created, in article 34, the status of issuer with large market exposure, which are those that cumulatively meet the following requirements:
I. Have shares traded on a stock exchange for at least 3 (three) years;
II. Have timely fulfilled their periodic obligations in the last 12 (twelve) months; and
III. Whose market value of shares in circulation is equal to or greater than BRL 5,000,000,000.00 (five billion reais), according to the closing quotation on the last business day of the quarter prior to the date of the registration request for the public distribution offer of securities.
The status of issuer with large market exposure must be declared by the issuer in the registration request for the public distribution offer of securities, through a document signed by the director of investor relations containing:
I. Declaration that the issuer meets the requirements indicated above; and
II. Calculation memo made by the issuer to verify the market value of shares in circulation.
The objective of creating this status was to allow greater speed in the analysis of registration requests for distribution offers of securities for such issuers, it being noted that such procedure is regulated in articles 6-A and 6-B of CVM Instruction No. 400/03, amended by CVM Instruction No. 482/10.
FOREIGN ISSUERS
CVM Instruction No. 480/09 established criteria to determine whether an issuer falls under the condition of foreign issuer or not. Thus, Annex 32-I stipulates that the issuer will not be considered foreign:
I. Who has its headquarters in Brazil; or
II. Whose assets located in Brazil correspond to 50% (fifty percent) or more of those in the individual, separate or consolidated financial statements, prevailing that which best represents the economic essence of the business for the purposes of this classification.
The classification as a foreign issuer will be verified at the time of the registration request (i) of issuer at CVM, (ii) of public distribution offer of depositary receipts of shares – BDR and (iii) of BDR program. At the time of these requests, the legal representative must sign a document containing:
I. Declaration that the issuer does not fall under any of the hypotheses mentioned in items I and II of the previous paragraph; and
II. Calculation memo made by the issuer to verify the percentage of assets located in Brazil.
It should be noted that CVM may, exceptionally, waive the verification of classification as a foreign issuer in the case of public distribution offer of depositary receipts of shares – BDR, upon reasoned request of the issuer, in accordance with paragraph 4 of article 1 of Annex 32-I of CVM Instruction No. 480/09.
Issuers registered at CVM as foreign before the entry into force of CVM Instruction No. 480/09 (01/01/2010) are exempt from proving the classification as a foreign issuer at the time of the registration request for public distribution offer of depositary receipts of shares – BDR or BDR program.
Article 3 of Annex 32 - I of CVM Instruction No. 480/09 provides that the persons indicated below must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications and intimations related to actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before CVM, being able to receive correspondence, intimations, notifications and requests for clarification:
I. The foreign issuer that sponsors a depositary receipts of shares program – Level II or Level III BDR;
II. Directors or persons who perform functions equivalent to those of a director in the foreign issuer that sponsors a depositary receipts of securities program – Level II or Level III BDR; and
III. Members of the board of directors, or equivalent body, of the foreign issuer that sponsors a depositary receipts of shares program – Level II or Level III BDR.
Legal representatives must accept the designation in writing, in a document indicating knowledge of the powers conferred upon them and the responsibilities imposed by Brazilian laws and regulations, and in case of resignation, death, interdiction, impediment or change of state that disqualifies the legal representative from performing the function, the issuer has a period of 15 (fifteen) business days to promote its replacement. It is also alerted that paragraph 2 of article 44 of CVM Instruction No. 480/09 provides that the legal representative of foreign issuers is equated to the director of investor relations (DRI) for all purposes provided for in the legislation and regulation of the securities market.
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 CVM and to the entities administering the markets in which its securities are admitted to trading the periodic and occasional information, according to content, form and deadlines established in Chapter III of the Instruction, which provides, among other things, the obligation to send via electronic system available on the CVM website on the world wide web. In addition, the periodic and occasional information provided for in the Instruction must also be placed and made available to investors at the issuer's headquarters for 3 (three) years, counted from the date of disclosure. The issuer registered in Category A must, furthermore, from 01/01/2011, place and maintain the information disclosed by them on their website on the world wide web for 3 (three) years, counted from the date of disclosure. It is emphasized that this archiving rule refers to all periodic and occasional information provided for in legislation and regulation issued by CVM, not limited only to those listed in article 30 of CVM Instruction No. 480/09. Thus, there is a need to archive communications provided for in CVM Instruction No. 358/02, including, for example, those provided for in articles 11 and 12 of this Instruction. It is also necessary to clarify that there is a need for effective archiving of information on the company's page. The simple insertion of a link on the company's page, directing investors to archived documents, on the CVM website, in the IPE System, is not considered a valid procedure to comply with the provision of the norm. It is emphasized, finally, that this additional obligation was optional until 12/31/2010, as provided for in article 66 of CVM Instruction No. 480/09.
FINANCIAL STATEMENTS
As provided for in paragraph 2 and caput of article 25 of CVM Instruction No. 480/09, the issuer must submit to CVM the financial statements and, if applicable, the consolidated statements on the same date they are made available to the public, this date not exceeding, in the case:
I. Of national issuers, 3 (three) months from the end of the fiscal year; and
II. 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 must be accompanied by the following documents, in a single file:
 Management Report;
 Independent auditor's opinion;
 Opinion of the supervisory board or equivalent body, if any, accompanied by any dissenting votes;  Capital budget proposal prepared by management, if any;  Declaration by directors that they reviewed, discussed and agreed with the opinions expressed in the independent auditors' report, stating the reasons, in case of disagreement; and  Declaration by directors that they reviewed, discussed and agreed with the financial statements. The financial statements of national issuers must be prepared in accordance with Law No. 6.404/76 and CVM regulations and audited by an independent auditor registered with CVM. In this sense, it is worth remembering that through CIRCULAR LETTER/CVM/SNC/SEP/nº 001/2011, of 01/24/2011, CVM issued guidance regarding relevant aspects to be observed in the preparation of financial statements relating to the fiscal year starting on or after 01/01/2010. As provided for in article 27 of CVM Instruction No. 480/09, the financial statements of foreign issuers must be prepared in Portuguese, in national currency, these issuers may opt to prepare them according to:
I. Law No. 6.404, of 1976 and CVM regulations; or
II. International accounting standards issued by the International Accounting Standards Board – IASB; or
III. Accounting standards of the country of origin, if the foreign issuer has headquarters in a Mercosul member country. In this case, the financial statements must have the minimum content established by the Common Market Council, as well as be accompanied by explanatory notes describing the asymmetries between the accounting standard of the country of origin and the international accounting standards issued by the International Accounting Standards Board – IASB and the reconciliation of results and equity (paragraph 1 of article 27).
It is worth highlighting that CVM Resolution No. 659/11 approved the incorporation of MERCOSUL Decision No. 31/10, which deals with the Minimum Regulation of the Securities Market on the Preparation and Disclosure of Financial Statements.
With the entry into force of this regulation, it was established, in summary, that companies with authorized public offering that wish to trade their securities within MERCOSUL must, from the fiscal years starting in 2012, present their quarterly and annual financial statements, adopting the international financial reporting standards – IFRS – in force, according to the pronouncements issued by the International Accounting Standards Board – IASB. For companies with authorized public offering, until the fiscal year to be completed in 2011, it was optional to present their quarterly and annual financial statements according to the international financial reporting standards issued by the International Accounting Standards Board – IASB –, in substitution for the current accounting standards in force in the State Party that authorized the public offering. The financial statements of foreign issuers must be audited by an independent auditor registered with CVM or a competent authority in the issuer's country of origin (item II of article 27). In the latter case, the opinion issued must be accompanied by a special review report prepared by an independent auditor registered with CVM, as required in paragraph 2 of article 27 of CVM Instruction No. 480/09. For open companies, article 133 of Law No. 6.404/76 provides for the need to publish financial statements up to 5 (five) days before the holding of the Ordinary General Assembly, it being remembered that, in accordance with article 295, §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, informing of the availability of financial statements, at the company's headquarters, considering the requirement of availability met if the statements are disclosed on the company's electronic page, with their archiving at CVM, by the IPE System, on the same date. If the publication of financial statements is made one month in advance of the OGA date, the publication of the mentioned notice becomes unnecessary.
Article 289 of Law No. 6.404/76 determines that the publications ordered therein must be made in the official organ of the Union, State or Federal District, according to the location of the company's headquarters and in another newspaper of large circulation published in the locality where the company's headquarters is located.
The publications will always be made in the same newspaper, chosen in a meeting of the Board of Directors, and any change must be preceded by notice to shareholders in the excerpt of the OGA minutes, in accordance with paragraph 3, of article 289, of Law No. 6.404/76.
National issuers must send to CVM the financial statements prepared according to the Brazilian accounting standard, through the IPE System, category “Economic-Financial Data”, type “Complete Annual Financial Statements”.
When sending this document, the fields related to the dates and newspapers of the publications must be filled in, and in the case of publication according to paragraph 3, of article 133, of Law No. 6.404/76, the expected publication date or the company's electronic page, to access the information, must be indicated.
Foreign issuers must send the financial statements, through the IPE System, in the following way:
I. If prepared according to the Brazilian accounting standard, using the category “Economic-Financial Data”, type “Complete Annual Financial Statements”;

II. If prepared in accordance with international accounting standards issued by the IASB, under the category "Economic-Financial Data", type "Financial Statements in International Standards", species "Financial Statements in IFRS";
III. If prepared in accordance with the accounting standards of the country of origin belonging to Mercosur, under the category "Economic-Financial Data", type "Financial Statements in International Standards", species "Financial Statements - Mercosur with reconciliation to IFRS".

It is emphasized that the submission of the DFP form does not exempt the submission of the financial statements that served as the basis for its completion.

6.1 Financial Institutions authorized to operate by the Central Bank of Brazil

The Central Bank of Brazil, through Circular No. 3516/10, extended until one hundred and twenty days the deadline provided for in Circular No. 3.472/09, for the disclosure of consolidated financial statements prepared based on the international accounting standard, with a base date of December 31, 2010.

Notwithstanding, by virtue of the provisions contained in Articles 132 and 133 of Law No. 6.404/76 and Article 25 of CVM Instruction No. 480/09, the administrators of publicly held companies must disclose to the market the individual and consolidated financial statements, within a period of up to three months from the end of the fiscal year or up to one month before the date scheduled for the holding of the ordinary general assembly, if earlier.

Thus, publicly held companies 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 the previous paragraph, the following set of audited financial statements:

I. individual and consolidated financial statements for the end of the fiscal year prepared based on the same accounting standard, in observance of the standards issued by the CVM, insofar as they do not conflict with standards issued by the Central Bank regarding the same matter; or

II. individual financial statements for the end of the fiscal year prepared, in observance of the standards issued by the CVM, insofar as they do not conflict with standards issued by the Central Bank regarding the same matter, and consolidated accounting statements prepared based on the international accounting standard.

It is recommended that the companies referred to disclose within the legal deadline and voluntarily submit for approval of their ordinary general assembly, the consolidated financial statements mentioned in item II of the previous paragraph, prepared based on the international accounting standard.

In the case of institutions that decide to use the deadline extension provided for in Circular No. 3.516/10 and, consequently, disclose and submit for consideration in this fiscal year, consolidated financial statements prepared in accordance with a different accounting standard (as per item I above), attention is called to the following aspects to be observed:

I. the administrators of the institutions must ensure that the respective explanatory notes contain information that allows the user of the financial statements to understand the impacts resulting from the adoption of the international accounting standard, taking into consideration that, in accordance with Article 14 of CVM Instruction 480/09, the information disclosed by publicly held companies must be complete, consistent, and must not mislead the investor;

II. the consolidated financial statements prepared based on the international accounting standard, with a base date of 12/31/2010, must be sent to the CVM, via the IPE System, under the category "Economic-financial Data", type "Financial Statements in International Standards - Financial Statements in IFRS", within a period of up to one hundred and twenty days, from the end of the fiscal year.

PERIODIC FORMS

7.1. REGISTRATION FORM

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

Its objective is to gather in a single document information about the main data and characteristics of the issuer and the securities issued by it, which were previously made available to the market in a dispersed manner.

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

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

It is also alerted that, regardless of this update, annually the issuer must confirm, between May 1st and May 31st of each year, that the information contained in the registration form remains valid, as provided for in the sole paragraph of Article 23 of CVM Instruction No. 480/09.

This confirmation must be made by delivering a new version of the Registration Form between 01/05 and 31/05 of each year, even if it has already been delivered before this period.

Finally, regardless of the update of registration data through the submission of the Registration Form, it is worth noting that the data of the DRI or equivalent person must also be updated via the IPE System (see items 40 and 42).

7.2. REFERENCE FORM

The Reference Form is an electronic document, of periodic and occasional submission, provided for in Article 24 of CVM Instruction No. 480/09, whose content reflects Annex 24 of the said Instruction. In the case of issuers registered in Category B, the fields marked with X are optional.

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 the end of the fiscal year.

Furthermore, CVM Instruction No. 480/09 also determines 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.

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

I. Change of administrator or member of the fiscal council of the issuer;
II. Change in share capital;
III. Issuance of new securities, even if subscribed privately;
IV. Change in rights and advantages of the securities issued;
V. Change in controlling shareholders, direct or indirect, or variations in their shareholdings equal to or greater than 5% (five percent) of the same species or class of shares of the issuer;
VI. When any natural or legal person, or group of people representing the same interest, reaches a direct or indirect participation equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;
VII. Variations in the shareholding position of the aforementioned persons greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration;
VIII. Incorporation, share incorporation, merger or spin-off involving the issuer;
IX. Change in projections or estimates or disclosure of new projections and estimates;
X. Celebration, alteration or termination of a shareholders' agreement filed at the issuer's headquarters or from which the controller is a party regarding the exercise of voting rights or control power of the issuer; and
XI. Declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization.

In the same way, issuers registered in Category B, in accordance with paragraph 4 of Article 24 of the said Instruction, must also update, within up to 7 (seven) business days, counted from its occurrence, the fields of the form whose information are affected by the occurrence of the following events:

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

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

It is emphasized, finally, that, in accordance with Article 67 of CVM Instruction No. 480/09, issuers were allowed to omit from Section 13 of the Reference Form, which deals with the remuneration of administrators, the information relating to the fiscal years of 2007 and 2008.

7.3. 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 take place, starting from 2011, through the Empresas.net System (see item 40).

In this sense, we emphasize that the Empresas.Net System should only be used for sending DFP Forms filled out based on financial statements relating to fiscal years ending on 12/31/2010 or later.

For its part, the presentation or representation of DFP Forms relating to fiscal years ending before 12/31/2010, will continue to be carried out through the CVMWIN System.

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

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

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

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

The foreign issuer with headquarters in a member country of Mercosur that prepares financial statements in Portuguese, in national currency and in accordance with the accounting standards of the country of origin is exempt from delivering the DFP form, as provided for in the sole paragraph of Article 28 of CVM Instruction No. 480/09. Notwithstanding, the provisions of CVM Deliberation No. 659/2011 cited in item 6 above must be observed.

It is emphasized that, with the exception of the specific situation mentioned in the previous paragraph, the submission of the DFP form does not exempt the submission of the financial statements that served as the basis for its completion and vice-versa.

If it discloses projections, the issuer must compare, 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.

7.3.1 Financial Institutions authorized to operate by the Central Bank of Brazil

Thus, considering that, as provided in Article 28 of CVM Instruction No. 480/09, the institutions that decide to use the deadline extension provided for in Circular No. 3.516/10 must send, on the same date of submission of the financial statements that will be submitted for consideration by the general assembly of shareholders, the respective DFP Form with the completion only of the information relating to the individual statements.

Subsequently, upon the disclosure of the consolidated accounting statements prepared based on the international accounting standard, the frames referring to the consolidated data must be filled out and the DFP/10 Form must be resent with the complete information.

Institutions that decide voluntarily to prepare, within the legal deadline, consolidated statements based on the international accounting standard must send the respective DFP Form filled out with the data from these statements.

7.4. QUARTERLY INFORMATION – ITR

Article 29 of CVM Instruction No. 480/09 provides for the submission of forms regarding quarterly information (ITR) by registered issuers, whose submission to the CVM must take place, starting from 2011, through the Empresas.net System (see item 40).

It is emphasized that the Empresas.Net System should only be used for sending DFP Forms filled out based on financial statements relating to fiscal years ending on 12/31/2010 or later and ITR Forms filled out based on financial statements relating to quarters subsequent to this DFP.

The presentation or representation of DFP Forms relating to fiscal years ending before 12/31/2010, as well as the presentation or representation of ITR Forms relating to quarters of the 2010 fiscal year and earlier, will continue to be carried out through the CVMWIN System.

It is highlighted, thus, that the representation of ITR Forms of the 2010 fiscal year, in compliance with the provisions of Article 2 of CVM Deliberation No. 603, must take place, via CVMWIN System, ITR type, preparation criterion "Corporate Legislation (LS)", including the data of the financial statements (i) individual, prepared in conformity with the Pronouncements, Interpretations and Orientations of the CPC, approved by the CVM, with effect for fiscal years starting from January 1, 2010; and (ii) consolidated, in IFRS, which must be prepared based on pronouncements fully convergent with international standards, issued by the Accounting Pronouncements Committee – CPC and endorsed by the CVM.

In the case of companies with differentiated fiscal year, the ITR Forms relating to the quarters ending on 12/31/2010 and 03/31/2011, for example, will be delivered by the CVMWIN System.

According to Article 29 of CVM Instruction No. 480/09, the ITR form must be filled out with the data from 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:

I. Until 12/31/2011, within 45 (forty-five) days after the end of each quarter of the fiscal year, excepting the last one, given the transition rule provided for in Article 65 of CVM Instruction No. 480/09;
II. Starting from 01.01.2012, within 1 (one) month after the end of each quarter of the fiscal year, excepting the last one.

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

With the revocation of CVM Instruction No. 245/96 by CVM Instruction No. 480/09, all registered issuers must send the ITR form within the same deadline of up to 45 (forty-five) days after the end of each quarter of the fiscal year (until 12/31/2011), accompanied by a special review report, issued by an independent auditor registered with the CVM.

It is worth alerting that the ITR form of publicly held companies registered in Category A must contain consolidated accounting information whenever such issuers are obliged to present consolidated financial statements, in accordance with Law No. 6.404, of 1976, as determined by paragraph 2 of Article 29 of CVM Instruction No. 480/09.

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

I. Report on the acquisition, retrocession, payment and default of credits linked to the issuance of receivables certificates; and

II. The independent financial statements relating to each of the separate assets by issuance of receivables certificates or debentures in fiduciary regime.

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

Notwithstanding, it is worth highlighting that CVM Deliberation No. 659/11 approved the incorporation of MERCOSUR DECISION No. 31/10, which deals with the Minimum Regulation of the Securities Market on the Preparation and Disclosure of Financial Statements.

With the entry into force of this regulation, it was established, in summary, that companies with authorized public offering that wish to trade their securities within MERCOSUR must, starting from the fiscal years starting in 2012, present their quarterly and annual financial statements, adopting the International Financial Reporting Standards – IFRS – in force, according to the pronouncements issued by the International Accounting Standards Board – IASB. For companies with authorized public offering, until the fiscal year to be completed in 2011, it was optional to present their quarterly and annual financial statements according to the international financial reporting standards issued by the International Accounting Standards Board – IASB –, in substitution for the current accounting standards in force in the State Party that authorized the public offering.

If it discloses projections, 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.

ORDINARY GENERAL ASSEMBLY – OGA

According to the wording of Article 132 of Law No. 6.404/76, annually, in the first four months following the end of the fiscal year, there must be a general assembly 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 fiscal year and the distribution of dividends and elect the administrators and, if applicable, the members of the Fiscal Council.

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

A copy of the notice of convocation of the ordinary general assembly must be sent to the CVM, through the IPE System, category "Assembly", types "OGA" or "OGA/E", species "Notice of Convocation", on the same day of its publication by the press, in accordance with item VII of Article 21 of CVM Instruction No. 480/09.

It should be noted that CVM Instruction No. 481/09, which entered into force on 01/01/2010, instituted new regulations on matters related to the general and special meetings of shareholders of open corporations registered in category A, including with respect to the information that must accompany the call notices and the information and documents relating to the matters to be deliberated. Such Instruction applies exclusively to open corporations that have shares admitted to trading on regulated markets, according to the sole paragraph of article 1.

Under this new Instruction, the call notices for Ordinary and/or Extraordinary General Meetings must expressly enumerate, in the order of the day, all matters to be deliberated, and the use of the heading "general matters" for matters that require assembly deliberation is prohibited.

In the case of meetings intended to elect members to the Board of Directors, the minimum percentage of participation in the voting capital necessary to request the adoption of multiple voting, in accordance with article 141 of Law No. 6.404/76, must be included in the call notice, as determined in article 4 of CVM Instruction No. 481/09.

Regarding the minimum documents and information that must be made available to shareholders when the general meeting is called, open corporations must pay attention to the provisions of CVM Instruction No. 481/09, especially with respect to the provisions in its articles 8 to 21. Such documents and information must be sent to the CVM, by the appropriate electronic means, by the date of publication of the first call notice, except when Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

In this regard, it is worth highlighting that, regardless of the publication provided for in paragraph 3, the caput of article 133 of Law No. 6.404/76 requires that documents pertinent to matters included in the agenda of the ordinary general meeting be made available to shareholders at the company's headquarters until one month before the date scheduled for the meeting (30 days), and article 9 of CVM Instruction No. 481/09 also requires that, on that date, the following documents and information be available on the CVM's Internet page:

I. Administration's report on the social business and the main administrative facts of the closed fiscal year (included in the Financial Statements and in the DFP form);
II. Copy of the financial statements (sent via the IPE System – see item 6);
III. Administrators' comment on the company's financial situation, in accordance with item 10 of the Reference Form ("Directors' Comments") (sent, via the IPE System, in the "Assembly" category, type "AGO" or "AGO/E", species "Administration's Proposal", subject "Administrators' comment on the company's financial situation");
IV. Independent auditors' report (included in the Financial Statements and in the DFP form);
V. Fiscal council's report, including dissenting votes, if any (included in the Financial Statements, as well as sent via the IPE System by virtue of item VI of article 30 of CVM Instruction No. 480/09, in the "Board Meeting" category, type "Fiscal Council", species "Minutes", subject "Report on the Financial Statements");
VI. DFP Form (sent via the Empresas.Net System – see item 7.3);
VII. Proposal for the allocation of net profit of the fiscal year that contains, at a minimum, the information indicated in Annex 9-1-II of the Instruction (sent via the IPE System by the "Assembly" category, type "AGO" or "AGO/E", species "Administration's Proposal", subject "Allocation of Results"); and
VIII. Audit committee's report, if any (sent via the IPE System by the "Board Meeting" category, type "Audit Committee", species "Minutes", subject "Report on the Financial Statements").

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

In the case of an ordinary general meeting called to elect administrators or members of the fiscal council, the company must provide, at a minimum, the information indicated in items 12.6 to 12.10 of the reference form, regarding the candidates indicated or supported by the administration or by controlling shareholders. Such information must be included in the administration's proposal, which must be sent via the IPE System, category "Assembly", type "AGO" or "AGO/E", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Fiscal Council".

The documents 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.

It is worth noting that, although CVM Instruction No. 481/09 applies only to open corporations registered in category A, open corporations registered in category B, in accordance with article 133, item V, of Law No. 6.404/76 and article 21, item VIII, of CVM Instruction No. 480/09, must send the documents necessary for the exercise of the right to vote in ordinary general meetings, via the IPE System, category "Assembly", type "AGO" or "AGO/E", as applicable, species "Administration's Proposal", subjects "Allocation of Results" and, if applicable, "Election of members of the boards of directors and fiscal council".

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

In this sense, it should be observed that the summary of decisions taken at the meeting (provided for in item IX of article 21 of CVM Instruction No. 480/09) is not confused with the minutes of the 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 facts that occurred.

Thus, 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 noting that CVM Instruction No. 480/09 exempts the issuer from delivering the summary of decisions to the issuer that delivers the minutes of the general meeting on the same day of its holding, as provided for in paragraph 2 of article 30 and the sole paragraph of article 31.

Whenever possible, the OGM minutes archived at the CVM must contain the attendance list, with the qualification of shareholders, discrimination of the quantity, species, and class of shares held by each, as well as be accompanied, in the same file, of all documents referenced in the minutes and related to the deliberations of the meeting, such as contracts, reports, and manifestations of dissenting votes by shareholders.

It should be noted that, in accordance with article 60, item III, of CVM Instruction No. 480/09, failure to observe the deadline fixed in article 132 of Law No. 6.404/76 for the holding of the ordinary general meeting is considered a serious offense.

SHAREHOLDER REPRESENTATION AT THE MEETING

Paragraph 1 of article 126 of Law No. 6.404/76 establishes that the shareholder may be represented at the 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 open company, the proxy may also be a financial institution, with the investment fund manager representing the co-owners.

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 armed with the required documents may participate and vote, even if they have failed to deposit them previously.

Thus, the impediment of participation in the meeting of the representative of a shareholder who has failed to adopt the procedure of early delivery of the instrument of mandate as established by the company constitutes a violation of Law No. 6.404/76 and article 5 of CVM Instruction No. 481/09.

It is also worth noting that, in a meeting held on 24.06.2008 (available on the CVM's page), the CVM Collegiate issued an understanding that, although Law No. 6.404/76 conditions the representation of shareholders on the presentation of a proxy, neither the Civil Code nor the S.A. Law require the recognition of signature or the consularization of the proxies. Thus, the company may always, at its discretion, dispense with the recognition of signature and the consularization of the proxy instruments granted by shareholders to their representatives.

The Collegiate also understood that there is nothing to prevent proxies from being granted electronically, given, moreover, that Provisional Measure 2200-2/01 expressly recognizes the legal validity of documents signed electronically. According to the decision, any mechanism that ensures the authorship and integrity of electronic proxies and is admitted as valid by the parties involved, notably the company, can be used for this purpose.

PUBLIC REQUESTS FOR PROXY

CVM Instruction No. 481/09, which regulated the information and documents that companies must disclose to instruct the exercise of the voting right of their shareholders in meetings, also established norms to regulate public requests for proxy to exercise the voting right.

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

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

It should be noted that investment funds whose decisions on the exercise of the voting right in meetings are taken discretely by the same manager are considered as a single shareholder, in accordance with CVM Instruction No. 481/09, it being worth noting that proxy requests that do not fit into any of the above hypotheses will be considered private requests, not subject to the procedures provided for in the aforementioned instruction.

According to the new regulation, any public request for proxy to exercise the voting right must be sent to all shareholders with the right to vote in the assembly object.

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

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 director of investor relations by the business day prior to the date of the start of the realization of the request (article 26, §1, of the same instruction).

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

I. 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;
II. Expressly indicate the manner in which the proxy must vote regarding each of the proposals or, if applicable, if he must abstain regarding such proposals; and
III. Be limited to a single meeting.

When the public proxy request is made 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 the 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 the proxies subject to a public request promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both in the candidates indicated by the administration, as well as in candidates indicated by shareholders representing, at a minimum, 0.5% (half percent) of the capital stock.

Shareholders who represent at least 0.5% (half percent) of the capital stock of the open company may also obtain a list containing the addresses of all other shareholders of the company, free of charge (see item 18 below).

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 a minimum, 0.5% (half percent) of the capital stock, the rule provides that only expenses resulting from the:

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

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

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

It should be noted that the company that accepts electronic proxies via a system on the worldwide computer network will not be obliged to reimburse shareholders for the expenses incurred with the realization of public proxy requests to exercise the voting right (see decision of the Collegiate of 24.06.2008, commented in item 9 above).

REPORT AND COMMUNICATIONS OF THE TRUSTEE

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

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

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

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

MAIN EVENTUAL INFORMATION

12.1. RELEVANT ACT AND FACT

According to article 3 of CVM Instruction No. 358/02, it is the duty of the Director of Investor Relations (DRI) to disclose and communicate to the CVM and, if applicable, to the stock exchange and organized over-the-counter market entity in which the securities issued by the company are admitted to trading, any relevant act or fact that has occurred or is related to its business (defined in article 2 of the aforementioned Instruction), as well as to ensure its broad and immediate dissemination, simultaneously, in all markets in which such securities are admitted to trading.

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

Following the guidance set out in article 5 of the aforementioned Instruction, the disclosure of the relevant act or fact must be made, whenever possible, before the start or after the closing of trading on the stock exchanges and organized over-the-counter market entities in which the securities issued by the Company are admitted to trading.

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

It should be noted that, in accordance with article 157, paragraph 4, of Law No. 6.404/76, the administrators of the open company are obliged to immediately communicate to the stock exchange and disclose through the press any deliberation of the general meeting or of the administration organs of the company, or relevant fact that occurred in their business, that may influence, in a ponderable manner, the decision of investors in the market to sell or buy securities issued by the company.

Exceptionally, according to the caput of article 6 of CVM Instruction No. 358/02, relevant acts or facts may fail to be disclosed if controlling shareholders or administrators understand that their disclosure will put at risk the legitimate interest of the company. In this case, these persons are obliged to, directly or through the DRI, immediately disclose the relevant act or fact, in the event that the information escapes control or if there is atypical oscillation in the quotation, price, or quantity traded of the securities issued by the open company or referenced by them, notwithstanding the provisions of the caput of article 5 of CVM Instruction No. 358/02.

In these cases, the need to request the suspension of trading of the securities issued by the company must be evaluated, as provided for

in paragraph 2 of article 5 of CVM Instruction No. 358/02.
According to article 4, sole paragraph, of CVM Instruction No. 358/02, in the event of atypical fluctuations in the quotation, price, or quantity traded of securities issued by the publicly-held company or referenced therein, "the Investor Relations Director must inquire of persons with access to acts or relevant facts, with the aim of ascertaining whether they have knowledge of information that should be disclosed to the market." Thus, in cases where failures in the disclosure of an act or relevant fact are identified, without prejudice to the investigation of possible use of insider information, the Investor Relations Director, as well as controlling shareholders, other directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision, are subject to the determination of liability for eventual infringement of the aforementioned articles 3, 4, and 6 of CVM Instruction No. 358/02 and articles 155, paragraph 1, and 157, paragraph 4 of Law No. 6,404/76, as applicable. The decision regarding the disclosure of acts or relevant facts is the competence of the company's own administration, with the CVM tasked with ensuring the quality of information brought to the market, prioritizing transparency (full disclosure) and combating information asymmetry. Information subject to disclosure must be expressed in clear and objective language, with the company exempt from issuing value judgments, especially regarding the progress of judicial disputes and decisions rendered therein, which must reflect the exact wording of such decisions. Corporate legislation does not prevent relevant information from being disseminated and discussed in meetings of professional associations, investors, analysts, or with selected audiences, 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 to or simultaneously with the meeting, to the entire market, as determined in paragraph 3 of article 3 of CVM Instruction No. 358/02. Backed by article 3, paragraph 6, and article 4 of CVM Instruction No. 358/02, the CVM may determine the disclosure, correction, amendment, or republication of information regarding the act or relevant fact, as well as request additional clarifications regarding its disclosure. In cases where controlling shareholders or administrators believe that the disclosure of the act or relevant fact may place the legitimate interest of the Company at risk, a request for exception to immediate disclosure may be addressed to the President of the CVM, in a sealed envelope, which must contain the word "Confidential", as per article 7, paragraph 1, of CVM Instruction No. 358/02. In line with the decision issued by the CVM Collegiate Body, on 08/22/2006, in the judgment of Process CVM RJ/2006/1574
(available on the CVM website), it is alerted that the disclosure of acts or relevant facts must be made through publication in newspapers of wide circulation habitually used by the company, and therefore, pursuant to paragraph 4 of article 3 of CVM Instruction No. 358/02, publication in an official gazette of the Union, State, or Federal District is dispensed with, depending on where the company's headquarters is located.

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

12.1.1 Distinction between Relevant Fact and Market Communication
CVM Instruction No. 358/02 defines as an act or relevant fact any decision of the controlling shareholder, deliberation of the general assembly or the company's administrative bodies, or any other act or fact of a political-administrative, technical, business, or economic-financial nature occurred or related to its business that may influence in a considerable manner:
I. the quotation of securities issued by the publicly-held company or referenced therein;
II. the investors' decision to buy, sell, or hold those securities;
III. the investors' decision to exercise any rights inherent to the status of holder of securities issued by the company or referenced therein.
In order to guarantee broad market access to relevant information, the disclosure of an act or relevant fact is subject to a specific formality: immediate disclosure and publication in a newspaper of wide circulation habitually used by the company, in addition to being forwarded to the CVM, to the stock exchanges, or to the over-the-counter market entities where the publicly-held company trades its securities. The forwarding to the CVM and to the exchange is done through the filing of the information in the IPE System, in the "Relevant Fact" category. The "Market Communication" and "Notice to Shareholders" categories were created in the IPE for the disclosure, respectively:
I. of the communications provided for in CVM Instruction 358/02 (such as the communication of acquisition or alienation of relevant participations provided for in article 12, whose publication is only required in the cases provided for in paragraph 5 of said article) or of other information not characterized as an act or relevant fact, which the company considers useful to be disclosed to shareholders or the market (such as its corporate events calendar, material disclosed in meetings with analysts, etc.). Also filed in this category, for example, are clarifications provided by companies regarding inquiries made by the CVM or the exchange. It should be noted that for each of these cases there is an appropriate "type" within the chosen "category" in the IPE System;
II. of the notices provided for in article 133 of Law No. 6,404/76, whose publication is dispensed with in the situations provided for in the Law, or of other notices that the company considers useful to be disclosed to shareholders, such as those regarding procedures to be adopted in the payment of dividends or interest on equity.
The distinction between the act or relevant fact and the "Market Communication" or "Notice to Shareholders" is therefore in the content of the disclosed information.
If the company believes that the information has the potential to affect quotations or investment decisions, it must be treated internally and disclosed in the manner required for relevant information, which includes publication in a newspaper.
It should be clarified that there is no requirement that the publication of the relevant information be made with the placement of a specific title in the document, such as "Relevant Fact" (as occurs in the disclosure of financial statements or minutes of meetings of administrative bodies where there is a deliberation that characterizes an act or relevant 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.

12.2. EXTRAORDINARY GENERAL ASSEMBLY – EGA AND SPECIAL ASSEMBLY
As in the case of Ordinary General Assemblies, the summonses for Extraordinary General Assemblies must expressly enumerate, in the agenda, all matters to be deliberated, with the use of the rubric "general matters" prohibited for matters that require assembly deliberation, as established in CVM Instruction No. 481/09.
Furthermore, as provided in paragraph 3 of article 135 of Law No. 6,404/76, the documents pertinent to the matter to be debated in the extraordinary general assembly must be made available to shareholders at the company's headquarters, upon publication of the first announcement of summons for the general assembly.
It is worth alerting that CVM Instruction No. 481/09, which applies exclusively to publicly-held companies with shares admitted to trading in regulated markets (sole paragraph of article 1), has come to provide for the minimum documents and information that must be made available to shareholders whenever the general assembly is summoned to deliberate on certain matters provided for in the Instruction. Such documents and information must be forwarded to the CVM, by appropriate electronic means, by the date of publication of the first announcement of summons, except when Law No. 6,404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline. Thus, upon the summons of a general assembly, companies must pay attention to the provisions of CVM Instruction No. 481/09, especially regarding what is provided in its articles 8 to 21. The forwarding of the documents and information required in articles 8 and 10 to 21 must be done, through the IPE System, in the manner specified below, upon publication of the first announcement of summons for the general assembly:
I. Information provided for in article 8 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent by the "Assembly" category, type "OGA/E", "EGA" or "EGASP", species "Administration's Proposal", subject "Matter of special interest of a related party";
II. Information indicated in article 10 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Election of members of the Boards of Directors and Fiscal Council";
III. Information provided for in article 11 of CVM Instruction No. 481/09, to be included in the administration's proposal and sent by the "Assembly" category, type "OGA/E", "EGA" or "EGASP", species "Administration's Proposal", subject "Statutory Reform";
IV. Information indicated in article 12 of CVM Instruction No. 481/09 to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Remuneration of administrators and councilors";
V. Information indicated in article 13 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Share-based Remuneration Plan";
VI. Information indicated in article 14 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Capital Increase", with the exception of the:
a. Fiscal Council's Opinion on capital increase (Item 4 of Annex 14 of CVM Instruction No. 481/09), to be sent by the "Administration Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on capital increase"; b. Reports and studies that supported the setting of the issue price in capital increase (Item 5, letter "k", of Annex 14 of CVM Instruction No. 481/09) to be sent by the "Economic-Financial Data" category, type "Valuation Report", subject "Report used in capital increase";
c. Valuation report of assets (Item 5, letter "s", subitem "iii", of Annex 14 of CVM Instruction No. 481/09) to be sent by the "Economic-Financial Data" category, type "Valuation Report", subject "Asset valuation report";
VII. Information indicated in article 15 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E" or "EGA", species "Administration's Proposal", subject "Issuance of debentures" or "Issuance of subscription warrants";
VIII. Information indicated in article 16 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Capital Reduction", with the exception of the Fiscal Council's Opinion on capital reduction (Item 3 of Annex 16 of CVM Instruction No. 481/09), to be sent by the "Administration Meeting" category, type "Fiscal Council", species "Minutes", subject "Opinion on capital reduction";
IX. Information indicated in article 17 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", "EGASP", species "Administration's Proposal", subject "Creation of preferred shares or alteration in their preferences, advantages or conditions of redemption or amortization";
X. Information indicated in article 18 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Reduction of mandatory dividend";
XI. Information indicated in article 19 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Acquisition of control of another company", with the exception of the studies and reports that supported the negotiation of the acquisition price of control (Item 13 of Annex 19 of CVM Instruction No. 481/09), to be sent by the "Economic-Financial Data" category, type "Valuation Report", subject "Report used in acquisition of control";

XII. Information indicated in article 20 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Right of Withdrawal", highlighting that the reports that serve as the basis for the calculation provided in item 9, letter "a", of Annex 20 of CVM Instruction No. 481/09 must be sent by the "Economic-Financial Data" category, type "Valuation Report", subject "Report based on net asset value at market prices or other criterion accepted by the CVM"; and
XIII. Information indicated in article 21 of CVM Instruction No. 481/09, to be sent by the "Assembly" category, type "OGA/E", "EGA", species "Administration's Proposal", subject "Choice of Appraisers".
It should be noted that, even in cases where the assembly is to deal with more than one of the subjects related in CVM Instruction No. 481/10, a single "Administration's Proposal" document containing the respective annexes must be forwarded, through the IPE System, mentioning, in the subject, the respective items of the agenda.
Furthermore, in any case, the administration's proposal must not be limited to the enumeration of items to be submitted to assembly deliberation, as such procedure would make it a mere repetition of information already contained in the Summons Notice.
The documents must contain the information necessary for the understanding of the matters to be discussed in the assembly. As provided in CVM Instruction No. 481/09, the information and documents provided to shareholders must be true, complete, and consistent, drafted in clear, objective, and concise language, and must not induce investors to error. It should be noted that, although CVM Instruction No. 481/09 is applicable only to publicly-held companies registered in Category A, publicly-held companies registered in Category B, pursuant to article 31, item II, of CVM Instruction No. 480/09, must send the documents necessary for the exercise of voting rights in extraordinary general assemblies, through the IPE System, "Assembly" category, type "OGA/E", "EGA" or "EGASP", as applicable, species "Administration's Proposal", choosing the respective subjects. Pursuant to item I of articles 30 and 31 of CVM Instruction No. 480/09, issuers must forward, through the IPE System, "Assembly" category, type "EGA", "EGASP" or "AGDEB", species "Summons Notice", the summonses for extraordinary, special, and debenture holders' assemblies, whose publications follow the mold of article 124, paragraph 1, item II, of Law No. 6,404/76. Furthermore, summaries of decisions must be mandatorily forwarded, pursuant to items III and IV of said articles, on the same day of the assembly's holding, through the IPE System, "Assembly" category, types "EGA", "EGASP" or "AGDEB", species "Summary of Decisions", as well as the minutes of the assemblies, within 7 (seven) business days of their holding, through the IPE System, "Assembly" category, types "EGA", "EGASP" or "AGDEB", species "Minutes". In this sense, it should be observed that the summary of decisions taken in 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 EGA (provided for in item IV of articles 30 and 31 of CVM Instruction No. 480/09), which, pursuant to paragraph 1 of article 130 of Law No. 6,404/76, may be drafted in the form of a summary of events 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 that delivers the minutes of the general assembly on the same day of its holding, as provided in paragraph 2 of article 30 and the sole paragraph of article 31.
Whenever possible, the minutes of Extraordinary General, Special, and Debenture Holders' Assemblies filed with the CVM must contain the attendance list, with the qualification of shareholders or debenture holders, discrimination of the quantity of shares (with designation of their species and class) and debentures held by each, as well as be accompanied, in the same file, by all documents referenced in the minutes and related to the assembly's deliberations, such as contracts, opinions, and votes of shareholders or debenture holders.

12.3. SHAREHOLDER AGREEMENTS
Without prejudice to the provisions of CVM Instruction No. 358/02, CVM Instruction No. 480/09 provides that the issuer registered in Category A must forward to the CVM, through the IPE System:
I. Shareholder agreements and other corporate pacts filed with the issuer, within 7 (seven) business days counted from their filing, "Shareholder Agreement" category;
II. Information on shareholder agreements of which the controller or controlled and affiliated companies of the controller are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer's securities, containing, at minimum, date of signing, term of validity, parties, and description of provisions related to the issuer, "Information on shareholder agreements provided for in article 30, item XIX, of IN No. 480/09" category.
It is highlighted that the alteration of its clauses, its extinction due to resolutory term or condition, or the celebration of a new shareholder agreement implies its update with the CVM.

12.4. GROUP OF COMPANIES CONVENTION
According to item IX of article 30 of CVM Instruction No. 480/09, the controlling company and its controlled companies that constitute, in the form of article 265 of Law No. 6,404/76, groups of companies, obligating themselves to combine resources or efforts for the realization of their respective objects, or to participate in common activities or undertakings, are obliged to send a copy of the convention to the CVM, through the IPE System, "Group of Companies Convention" category, within a period of up to 7 (seven) business days counted from its signing. 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".

12.5. BANKRUPTCY PETITIONS AND RULINGS
Without prejudice to the disclosure of Relevant Fact regarding the petition or confession of bankruptcy, pursuant to article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, through the IPE System, the following documents provided for in article 30, items XXVI and XXVII, and in article 31, items XVII and XVIII, of CVM Instruction No. 480/09, on the same day of the issuer's knowledge thereof:
I. Bankruptcy petition, if based on a relevant value, by the "Bankruptcy Petitions" category;
II. Ruling denying or granting the bankruptcy petition, by the "Bankruptcy Ruling" category, 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, pursuant to §§3 and 4 of article 24 of CVM Instruction No. 480/09 (see item 7.2).

12.6. PETITIONS AND RULINGS INVOLVING JUDICIAL AND EXTRAJUDICIAL RECOVERY
Without prejudice to the disclosure of Relevant Fact regarding the petition or decree of judicial or extrajudicial recovery, pursuant to article 2 of CVM Instruction No. 358/02, issuers must present to the CVM, through the IPE System, the following documents provided for in article 30, items XXI to XXV, and in article 31, items XII to XVI, of CVM Instruction No. 480/09, within the deadlines indicated:
I. Initial petition for judicial recovery, with all documents supporting it, on the same day of filing in court, in the "Information on Companies in Judicial or Extrajudicial Recovery" category, type "Initial Petition";
II. Judicial recovery plan, on the same day of filing in court, in the "Information on Companies in Judicial or Extrajudicial Recovery" category, type "Recovery Plan";
III. Ruling denying or granting the judicial recovery petition, with the indication, in the latter case, of the judicial administrator appointed by the judge, on the same day of its knowledge by the issuer, in the "Information on Companies in Judicial or Extrajudicial Recovery" category, type "Rulings";
IV. Petition for homologation of the extrajudicial recovery plan, with the accounting statements raised specifically to support the petition, on the same day of filing in court, in the "Information on Companies in Judicial or Extrajudicial Recovery" category, type "Petition for homologation of extrajudicial recovery plan";
V. Ruling denying or granting the homologation of the extrajudicial recovery plan, on the same day of its knowledge by the issuer, in the "Information on Companies in Judicial or Extrajudicial Recovery" category, 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, pursuant to paragraphs 3 and 4 of article 24 of CVM Instruction No. 480/09 (see item 7.2).

12.7. SECURITIES OF ADMINISTRATORS AND RELATED PARTIES
As provided for in article 11, caput and paragraph 4, of CVM Instruction No. 358/02, directors, members of the board of directors, the fiscal council, and any bodies with technical and advisory functions, created by statutory provision, are obliged to communicate to the publicly-held company (Investor Relations

com Investidores) the quantity, characteristics, and manner of acquisition of the securities issued by it and by controlled or controlling companies, or referenced thereto, of which they are holders:
I. Within 5 (five) days after the completion of each transaction;
II. On the first business day after assuming office; and
III. Upon submission of documentation for the registration of the company as open.
As provided in paragraph 2 of Article 11, the natural persons mentioned in that article shall also indicate the securities owned by a spouse not judicially separated, partner, any dependent included in their annual income tax return, and companies directly or indirectly controlled.
The Investor Relations Director must send, in accordance with paragraph 5 of Article 11 of CVM Instruction No. 358/02, the information subject to the cited article, monthly to the CVM, until 10 (ten) days after the end of each month in which changes in held positions occurred or in the month in which the appointment of the aforementioned persons took place. Such information must be submitted via the IPE System, category “Securities Traded and Held (Article 11 of CVM Instruction No. 358)”, type “Consolidated Position” and “Individual Position”, highlighting that the form templates for completion are available on the CVM website, under the link “Document Submission”, “XML File Standards and others”. With the objective of having complete and reliable information, it is requested that Companies voluntarily submit the forms, even in months when no movements or changes in the positions of administrators and related persons were verified. In this case, the forms must be filled out with the information that, during that period, there was no trading in the company's securities, its controlled, controlling, or affiliated company, repeating the initial balance values in the final balance. It should be noted that this rule aims to disclose all movements carried out by administrators and related persons, with securities issued by the Company and its controlled or controlling companies. Thus, any transaction carried out by the aforementioned persons must be reported to the Investor Relations Director and will result in the obligation to send to the CVM the Form provided for in paragraph 6 of Article 11 of CVM Instruction No. 358/02 within 10 days after the end of the month in which such movement occurred, regardless of modification of the final balance. The information must be submitted in only two files, one containing the forms of the individual positions held by administrators and related persons, and the other, the consolidated position of each body (board of directors, board of directors, audit committee, and technical or advisory bodies), with only the consolidated positions being available to the external public in the IPE System.

12.8. RELEVANT SHAREHOLDING PARTICIPATION
By virtue of Article 12 of CVM Instruction No. 358/02, any natural or legal person, or group of persons, acting in concert or representing the same interest, who acquires or disposes of relevant participation in shares or class of shares representing the share capital of an open company, is obliged to, immediately after the operation, communicate to the Company the change in their participation. According to the wording of Article 12 of the aforementioned Instruction, it is noted that the relevant participation must be computed specifically regarding the class or species of shares, in order to qualify the participation, allowing the identification of rights attributed to it. It is also noted that, in accordance with Article 20 of Instruction No. 358/02, the communication obligation commented on here:
I. Applies to transactions carried out in stock exchanges and over-the-counter markets, organized or not, as well as those carried out without the intervention of an institution integrated into the distribution system in Brazil and abroad; and
II. Extends to transactions carried out directly or indirectly by the persons referred to in Article 12 of the aforementioned norm, whether such transactions are carried out through a controlled company or through third parties with whom a trust or portfolio management or share administration contract is maintained.
It is also alerted that indirect transactions are not considered those carried out by investment funds of which the persons mentioned in Article 12 are unitholders, provided that such funds are not exclusive, nor can the administrator's trading decisions be influenced by the unitholders, as provided in Article 20, sole paragraph, of CVM Instruction No. 358/02.
12.8.1. Recipient of the Obligation
In accordance with Article 12 of CVM Instruction No. 358/02, it is incumbent upon the acquirer or alienator of relevant participation to send a notice to the open company, reporting the operation (see items 12.8.4 and 12.8.8).
As provided in this article, the increase or decrease in relevant participation can occur both by an individual investor as well as by a group of persons, acting in concert or representing the same interest.
According to Article 20 of CVM Instruction No. 358/02, the aforementioned obligation to inform extends to transactions carried out indirectly through “third parties with whom a trust or portfolio management or share administration contract is maintained”, except, in accordance with the sole paragraph of the provision, transactions carried out by funds under discretionary management. It is extracted from Article 12 combined with Article 20 of the Instruction that the obligation to send the information to the open company belongs to the individual or legal person investor, as it is he who, as owner, will appear in the custody register of the shares and other securities of the open company. Even in cases where operations are carried out through contracted third parties, whether they are administrators, managers, or representatives of non-resident investors, the obligation to disclose the information provided for in Article 12 remains with the investor, considering the totality of their direct and indirect transactions, however, it is necessary to pay attention to the specific responsibilities of administrators, managers, or representatives of non-resident investors commented on in items 12.8.6 and 12.8.9.
12.8.2. Object of Relevant Participation
a) Shares
According to the caput of Article 12, the focus of the disclosure obligation is the direct and indirect shareholdings held in the share capital of the open company. b) Convertible Debentures, Subscription Bonuses, Share Subscription Rights, Share Purchase Options, and Others As verified from the combined reading of the caput with paragraphs 1, 2, and 3 of Article 12 of CVM Instruction No. 358/02, relevant participation also refers to any rights on shares and other securities mentioned in the same article. For this purpose, convertible debentures, subscription bonuses, share subscription rights, share purchase options, and any other securities representative or convertible into shares, or any contracts that may result in the exercise of rights based on shares issued by an open company, must be considered. c) ADR, GDR, and BDR American Depositary Receipts – ADRs, Global Depositary Receipts – GDRs, and other securities of Brazilian companies issued and/or listed abroad under foreign regulation must also be considered for the purposes of disclosure under 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 disclosure provided for in the article in question, given the provision of 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 serving as collateral for such securities were issued. It is noted that in the case of the securities mentioned in the previous paragraphs, the acquisitions, movements, and alienations subject to reporting in a notice to the market are those corresponding to 5% or more of the class or species of shares of the issuer represented by these titles. d) Share Lending It should be noted that the investor or group of investors who attains, even through ownership of shares acquired by lending, participation corresponding to 5% (five percent) or more of the species or class of shares representing the capital of an open company, must proceed to disclose the Declaration provided for in Article 12 of CVM Instruction No. 358/02. Similarly, shares subject to lending must be considered in the calculation of the increase or decrease in relevant participation for the purposes of the caput and paragraphs 1 and 4 of the same article. In this sense, the Declarations referred to in Article 12 of CVM Instruction No. 358/02 must specify the portion of shares held by the declaring investor that was acquired or alienated through share lending. The obligation to communicate relevant participation partially or entirely composed of shares taken by lending is applicable regardless of the purpose of these operations. e) Indirect Participation The indirect participation referred to by CVM Instruction No. 358/02 refers to that
held through a vehicle that is under the control or decisive influence of the investor, as illustrated by the following examples:
I. Company controlled, directly or indirectly, by the investor;
II. Exclusive investment fund, whose only unitholder is the investor;
III. Investment fund or portfolio where the administrator's decisions can be influenced by the investor;
IV. Person with whom the investor maintains a trust contract.
In examples II, III, and IV, according to the rules mentioned in item 12.8.1, it is the investor who must proceed to disclose the Declaration provided for in Article 12 of CVM Instruction No. 358/02, considering the total shares held by him directly and indirectly.
In cases where indirect participation is through other companies, as in example I above, the indirect participation should only be taken into consideration, for the purposes of compliance with Article 12 of Instruction 358, in cases where relevant participation is reached, increased, or reduced by a group of persons, acting in concert or representing the same interest (see item 12.8.5). Thus, if an investor X does not hold any other direct or indirect shareholding, but is a controlling shareholder of company Y, which in turn reaches participation corresponding to 5% of the ordinary or preferred shares of the open company, it is company Y that must proceed to disclose 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 share capital of the open company. On the other hand, if investor X holds direct participation in the open company and is also a controlling shareholder of company Y, which also holds participation in the open company, it is investor X who must proceed to disclose the Declaration provided for in Article 12 of CVM Instruction No. 358/02, if the sum of these participations reaches 5% or more of the ordinary or preferred shares of the open company. As already commented, note that indirect transactions are not considered those carried out by investment funds of which the persons mentioned in Article 12 are unitholders, provided that such funds are not exclusive, nor can the administrator's trading decisions be influenced by the unitholders.
12.8.3. Calculation of Increase or Decrease in Relevant Participation
Regarding the increase in shareholding, the aforementioned Instruction determined the disclosure of a declaration on two occasions: (i) when the direct or indirect participation reaches 5% or more of the species or class of shares representing the capital of an open company, that is, crosses the 5% mark (Article 12, caput); (ii) each time the participation of the holder of 5% or more of the species or class of shares representing the capital of an open company increases by 5% of the total of the species or class of shares, that is, suffers a positive variation of 5% (Article 12, paragraph 1). To illustrate the incidence of the aforementioned situations, suppose that a holder of 4% (four percent) of a species of shares of an open company acquires another 2% (two percent) of the same species, totaling 6% (six percent) shareholding. In this case, by virtue of the caput of Article 12 of CVM Instruction No. 358/02, such an operation will entail the disclosure of an acquisition declaration, insofar as it crossed the 5% (five percent) shareholding mark. If the investor increases this participation from 6% (six percent), acquiring, in a first moment, 4% (four percent) of the same species, and, in a second moment, 2% (two percent) of the same species, totaling 12% (twelve percent) participation, only the obligation to disclose a new relevant participation declaration will materialize, from the second acquisition, since, in accordance with paragraph 1 of Article 12 of CVM Instruction No. 358/02, it was the moment when a positive variation of 5% (five percent) was verified. Regarding decreases in shareholding, CVM Instruction No. 358/02 prescribed the obligation to disclose a declaration on two occasions: (i) when the participation of the holder of 5% or more of the species or class of shares representing the capital of an open company reaches the percentage of 5% of the total of this species or class, that is, decreases, crossing the 5% mark (Article 12, paragraph 4, first part); (ii) each time the participation of the holder of 5% or more of the species or class of shares representing the capital of an open company decreases by 5% of the total of the species or class, that is, suffers a negative variation of 5% (Article 12, paragraph 4, in fine). Exemplifying, it is the same investor mentioned above, holder of 12% (twelve percent) of the total of a species of shares of an open company, who alienates 5% (five percent) of his participation, moving his position to 7% (seven percent), will have the obligation to disclose the declaration, based on Article 12, paragraph 4, in fine, due to the negative variation of 5% (five percent) in his participation. A new disclosure of declaration will be demanded in the event that the same investor, holder of 7% (seven percent) of a species of shares of an open company, alienates, at least, 2% (two percent) of his shareholding, reaching the mark of 5% (five percent) of the total of shares of this species, as provided in
the first part of Article 12 of CVM Instruction No. 358/02. It is alerted that the variation in shareholding is not exclusively linked to a single transaction, but is also assessed cumulatively, referring to the acquisition/alienation/extinction of shares and rights on shares both in the onerous modality (purchase and sale, swap, and lending) and gratuitous (donation).
12.8.4. Time of Disclosure
In accordance with 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 period established in the aforementioned article, the disclosure must occur in the case of share acquisition in stock exchanges and over-the-counter markets, until the beginning of the next trading session after the physical settlement of the transaction, without prejudice to the provisions of Article 3 of the same instruction, in cases where the increase in participation constitutes a Relevant Event (see item 12.8.7). In cases where contracts that may result in the exercise of rights based on shares that, considering the participation already held by the investor, come to represent a relevant percentage of the species or class of shares issued by an open company are concluded, the disclosure must be made on the day of the conclusion of the contract. The communication of relevant participation in convertible debentures, subscription bonuses, other share subscription rights, and share purchase options or securities convertible into shares must be promoted both at the time of their acquisition and upon their exercise or conversion into shares, or, if applicable, upon their alienation or non-exercise.
12.8.5. Group of persons acting in concert or representing the same interest
The obligation to communicate the variation in relevant shareholding covers not only individual investors, but also groups of persons acting in concert or representing the same interest. With the objective of facilitating understanding of the concept covered by the expression “representing the same interest”, the following are exemplary hypotheses of linkage between shareholders:
I. Linkage due to kinship, contract, or shareholders' agreement providing for voting rights;
II. two or more companies under common control;
II. company and its direct or indirect controller;
III. exclusive fund and its only unitholder; and
IV. hypotheses where there is common discretionary management of resources.
Considering the concept of indirect participation (see item 12.8.2.e) and except as provided in the following paragraph, if relevant shareholding has been reached by a set of investors acting in concert or representing the same interest, the Declaration must specify them, one by one, with indication of their respective participations, even if none of these investors holds or moves the percentage of 5% (five percent) individually. It must also identify the investor(s) with indirect participation in the share capital of the open company and indicate the total participation held, directly and indirectly, by them. If relevant participation is reached by a set of investors under common discretionary management, the declaration to be submitted by the administrator must identify the manager and indicate the total shareholding held, jointly, by the funds and portfolios under his management. It is not mandatory to specify the funds or portfolios and their respective shareholdings, according to a Decision of the CVM Collegiate Body, in an extraordinary meeting held on 11/03/2011. It is worth clarifying that, in accordance with the same Decision, in the case of relevant participation being reached in isolation 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.
12.8.6. Responsibility of the Administrator or Manager
By virtue of the sole paragraph of Article 14 of CVM Instruction No. 306, the securities portfolio administrator must guarantee, through adequate internal control mechanisms, permanent compliance with the norms and regulations in force, regarding the various alternatives and modalities of investment, the activity of portfolio administration itself, and standards of ethical and professional conduct. Thus, in the investor's omission regarding compliance with what is determined by Article 12 of CVM Instruction No. 358/02, the securities portfolio administrator or resource manager may eventually be held administratively liable for providing such information, based on Article 14 of CVM Instruction No. 306/99, when: (i) representing the same interest of its clients, being directly and exclusively responsible for the operation; (ii) has unequivocal knowledge about the actual possibility of reaching relevant shareholding; and (iii) can exercise discretionary political rights of shares of a company acquired for its clients.
12.8.7. Publication in the Press of the Increase in Participation Declaration
As a rule, an increase in participation greater than 5% does not need to be disclosed in the press.
Only in cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to carry out a public offer, in accordance with CVM Instruction No. 361/02, the acquirer, in addition to sending the aforementioned declaration to the Company, must promote its publication by the press in accordance with Article 3 of CVM Instruction No. 358/02. Alienators of relevant shareholding, according to Article 12, paragraph 4, of the aforementioned norm, must inform the alienation or extinction of their shares issued by an open company by sending a “Declaration of Alienation of Relevant Shareholding” to the Company. “Declarations of Acquisition of Relevant Shareholding” as well as “Declarations of Alienation of Relevant Shareholding” must be sent to the Investor Relations Director of the open company. As soon as received by the Company, the Investor Relations Director must forward the declarations via the IPE System, category “Market Communication”, type “Acquisition/Alienation of Shareholding Participation (Article 12 of CVM Instruction No. 358)” and species “Declaration of alienation of relevant shareholding – Article 12, §4, of CVM Instruction No. 358/02” or “Declaration of acquisition of relevant shareholding – Article 12 of CVM Instruction No. 358/02”. In the case of declarations that have been published, by virtue of paragraph 5 of Article 12 or spontaneously, the dates and newspapers in which the publication was carried out must be informed. The DRI must, equally, promote the necessary update of the information provided on the subject in the Reference Form, in accordance with paragraphs 3, items V, VI, and VII, and 4, item III, of Article 24 of CVM Instruction No. 480/09.
12.8.8. Content of the Increase in Participation Declaration
In the case of acquirers, the aforementioned communication must be made through a “Declaration of Acquisition of Relevant Shareholding”, which must contain the following information:
I. Name and qualification of the acquirer, indicating the number of registration in the National Register of Legal Entities or the Personal Income Tax Register;
II. Objective of the participation and quantity sought, containing, if applicable, a declaration by the acquirer that his purchases do not aim to alter the composition of control or the administrative structure of the company;
III. Number of shares, subscription bonuses, as well as share subscription rights and share purchase options, by species and class, already held, directly or indirectly, by the acquirer or a person related to him;

IV. Number of convertible debentures already held, directly or indirectly, by the acquirer or a person linked to them, specifying the number of shares subject to possible conversion, by type and class; and
V. Indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company.
It should be noted that, in the case of funds and managed portfolios, the information provided in item I above must refer to the manager, as set forth in item 12.8.5.
The communication must also include the identification of the vehicles that led to the relevant acquisition (see 12.8.2.e).

12.8.9. Disclosure of Declaration by Non-Resident Investor
Pursuant to Articles 12 and 21 of CVM Instruction No. 358/02, it is the responsibility of the shareholder, regardless of their domicile, to disclose the declaration of acquisition or alienation of a relevant shareholding by forwarding the information to the Company.
In the case of a non-resident investor, it is the responsibility of their legal representative, pursuant to item V of Article 5 of CMN Resolution No. 2.689/00, to "immediately communicate to the Central Bank of Brazil and the Securities and Exchange Commission the cancellation of the representation contract referred to in item I of this article, as well as, observing respective competencies, the occurrence of any irregularity of their knowledge". In cases where the non-resident investor fails to comply with the requirements of Article 12 of CVM Instruction No. 358/02, their legal representative may eventually be held administratively liable, based on item V of Article 5 of CMN Resolution No. 2.689/00.

12.9. TRADING BAN PERIOD
Article 13 of CVM Instruction No. 358/02 establishes that, prior to the disclosure to the market of a material act or fact, trading in securities issued by the company, or referenced to them, is prohibited:
I. 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 advisory functions created by statutory provision, or by anyone who, by virtue of their position, role, or status in the open company, its holding company, its subsidiaries, or affiliates, has knowledge of the information regarding the material act or fact;
II. By anyone who has knowledge of information regarding a material 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 the disclosure of the information before trading in securities issued by the company or referenced to them.

III. By administrators who leave the administration of the company before the public disclosure of a business or fact initiated during their management period, with the ban extending for a period of six months after their departure.
The trading ban will also prevail when there is an intention to promote a merger, total or partial spin-off, consolidation, transformation, or corporate reorganization.
The bans cited above will cease to be in effect as soon as the company discloses the material fact to the market, unless trading in the shares could interfere with the conditions of the aforementioned transactions, to the detriment of the company's shareholders or the company itself.
Furthermore, it should be highlighted that the ban cited in item I above does not apply to the acquisition of treasury shares through private negotiation, resulting from the exercise of a purchase option in accordance with a 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 in 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 the company's own shares, its subsidiaries, affiliates, or another company under common control is underway, or if an option or mandate has been granted for the same purpose. In this case, the trading ban must be observed during the periods in which the company is carrying out the acquisitions or alienations, and not necessarily throughout the entire duration of the program. It should be noted that in the case of a share repurchase program, as well as in the other bans cited above, the prohibition on trading will not extend to transactions carried out in accordance with the negotiation policy approved by the company, pursuant to Article 15 of CVM Instruction No. 358/02. Regarding the trading ban in the 15-day period preceding the disclosure of quarterly and annual information, the rule establishes that such ban will not apply to the acquisition of the company's own shares that are carried out in accordance with an investment plan previously approved by the company, as provided in paragraph 3 of Article 15 of the aforementioned instruction. Finally, it should be remembered that, in the event of advance disclosure of financial information, the trading ban period provided for in Article 13, §4, of Instruction No. 358/02 is also advanced.

12.10. NEGOTIATION POLICY
The policy for trading securities, provided for in Article 15 of CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07), is optional. However, such a policy is very useful for issuers to establish a code of conduct for transactions involving, primarily, their own shares.
The preparation of a securities trading policy acquires greater relevance in the case of issuers that adopt or will adopt incentive programs for their employees and executives, such as stock option plans, as, by establishing internal rules, these companies define a general line of guidance, while making it clear to their investors that they are attentive to the fairness and transparency of operations involving the securities they issue, especially those of a private nature. Issuers registered in Category A that have this policy must forward it via the IPE System, category "Company's Share Negotiation Policy", as provided for in Article 30, item XI, of CVM Instruction No. 480/09. Although this obligation does not exist for issuers registered in Category B, it is recommended that they voluntarily send it in the manner described above.

12.11. DISCLOSURE POLICY
The policy for disclosing material acts or facts is a mandatory document established in Article 16 of CVM Instruction No. 358/02, applicable to all issuers.
CVM Instruction No. 358/02 did not make any restriction or exception to the obligation to adopt the document. Therefore, it is sufficient for the company to be regularly registered with the CVM, regardless of its corporate organization and the nature of the securities issued, to have the duty to adopt the disclosure policy.
Issuers must forward the Disclosure Policy to the CVM, via the IPE System, category "Disclosure Policy for Material Act or 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.

12.12. BYLAWS
Pursuant to CVM Instruction No. 480/09, issuers registered in Category A are obliged, by virtue of item XIII of Article 30 of the aforementioned Instruction, to submit the consolidated bylaws within 7 (seven) business days from the date of the meeting that deliberated the amendment. The submission must be made via the IPE System, in the "Bylaws" category. Although there is no regulatory obligation to submit the consolidated bylaws for issuers registered in Category B, it is recommended that they forward it in the manner described above, since such a document is mandatory presented upon the request for registration as an issuer of securities in Category A or Category B.

12.13. MEETINGS OF THE BOARD OF DIRECTORS AND THE FISCAL COUNCIL
CVM Instruction No. 480/09 determines, in items V and VI of Article 30, that issuers registered in Category A must forward, via the IPE System, the following information, within the indicated deadlines:
I. Minutes of board of directors meetings, provided they contain deliberations intended to produce effects vis-à-vis third parties, within 7 (seven) business days from their holding, via the "Administration Meeting" category, type "Board of Directors", species "Minutes";

II. Minutes of fiscal council meetings, which approved opinions, within 7 (seven) business days from the date of disclosure of the act or fact subject to 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 forward only, via the IPE System, in the manner described above, excerpts from the minutes of board of directors meetings whose agenda contains matters that may affect the rights or the quotation of the issuer's securities admitted to trading in regulated securities markets, within 7 (seven) business days from their holding, as provided in item V of Article 31 of CVM Instruction No. 480/09. Due to the provision in Article 14 of CVM Instruction 480/09 which determines that "the issuer must disclose true, complete, consistent information that does not mislead the investor", the content of the administration meeting minutes must inform the reasons that led to any dissenting vote, as well as contain any individual manifestations that have been presented by its members, in cases where such information may influence the investor's decision. It is alerted that, although minutes related to board meetings have not been included in the Instruction among the eventual mandatory presentation information, voluntary forwarding is recommended.

12.14. 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, whether or not there is a termination of the audit services contract, with justification for the change, which must include the consent of the replaced auditor. Such communication must be sent to the CVM, by the Company's DRI, via the IPE 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, regardless of the disclosure of the aforementioned communication, the issuer must resubmit the Registration Form with the updated data of the independent auditor within 7 (seven) business days from the fact that caused the alteration, pursuant to Article 23 of CVM Instruction No. 480/09.

COMMON OBSERVATIONS REGARDING PERIODIC AND EVENT-SPECIFIC INFORMATION
The forwarding of periodic and event-specific information provided for in CVM Instruction No. 480/09, in Article 28 of CVM Instruction No. 308/02, and in CVM Instruction No. 358/02 (amended by CVM Instruction No. 449/07) must be done as follows:
I. Registration Form, Reference Form, and DFP and ITR Forms – via the Empresas.net System (see item 40);

II. Other periodic information and event-specific information – via the IPE System (see item 42).
The presentation or re-presentation of DFP Forms related to fiscal years ended before 12/31/2010, as well as the presentation or re-presentation of ITR Forms related to the quarters of the 2010 fiscal year and prior, will continue to be carried out via the CVMWIN System.
It is highlighted, thus, that the re-presentation of the ITR Forms of the 2010 fiscal year, in compliance with the provisions of Article 2 of CVM Deliberation No. 603, must be done via the CVMWIN System, type ITR, preparation criterion "Corporate Legislation (LS)", including the data of the financial statements (i) individual, prepared in accordance with the Pronouncements, Interpretations, and Orientations of the CPC, approved by the CVM, with effect for fiscal years starting from January 1, 2010; and (ii) consolidated, in IFRS, which must be prepared based on pronouncements fully convergent with international standards, issued by the Accounting Pronouncements Committee – CPC and endorsed by the CVM. In the case of companies with a fiscal year ending different from 12/31, the ITR Forms related to the quarters ended on 12/31/2010 and on 03/31/2011, for example, will be submitted via the CVMWIN System. It should be noted that the final deadlines for the submission of periodic and event-specific information are non-extendable, as there is no express authorization in the legislation to authorize, for any reason, a request for an extension of the submission deadline for this information. For information whose submission deadline is not stipulated in CVM Instruction No. 480/09 in business days, it is worth informing that, coinciding with Saturday, Sunday, or a national holiday, the final date for the presentation of periodic and event-specific information will be the next business day, as established by Article 66 of Law No. 9.784, of 01/29/1999. The issuer that fails to comply with the obligations of submitting periodic information provided for in CVM Instruction No. 480/09, will be subject to a daily coercive fine (see item 15.1), according to the values related in Article 58 of the aforementioned Instruction, without prejudice to the responsibility of the administrators (and, when applicable, the liquidator, judicial administrator, judicial manager, receiver, or liquidator), pursuant to Articles 9, item V, and 11 of Law No. 6.385/76. Furthermore, it is highlighted 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 (amended by CVM Instruction No. 449/07), 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 event-specific information provided for in CVM Instruction No. 480/09, pursuant to its Article 60. Finally, it is highlighted, without prejudice to the provisions in the last two paragraphs, that the company must keep the market informed about any difficulty in meeting the deadlines provided for the presentation of periodic and event-specific information.

13.1. CONFIDENTIALITY REQUEST
Pursuant to Article 56 of CVM Instruction No. 480/09, the SEP may request the submission of additional information and documents beyond those required by this Instruction or ask for clarification on information and documents submitted, via communication sent to the issuer, granting them 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 Law No. 480/11. As provided in Article 56, paragraph 3, of CVM Instruction No. 480/09, exceptional requests for confidential treatment of such information and documents must be accompanied by the presentation of the reasons why the issuer believes that their disclosure to the public would put the issuer's legitimate interest at risk. According to paragraphs 4 and 5 of Article 56, confidential information must be sent inside a sealed envelope, addressed to the Presidency of the CVM, and the word "confidential" must appear on the envelope, and the issuer and its administrators, directly or through the Investor Relations Director, will be responsible for immediately disclosing to the market the information for which the CVM has granted confidential treatment, in the event that the information escapes control or if there is an atypical fluctuation in the quotation, price, or quantity traded of the issuer's securities. It should also be remembered that, pursuant to 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 President of the CVM in a sealed envelope, in which the word "Confidential" must appear, in the form of paragraph 1 of the cited article.

ISSUERS IN SPECIAL SITUATION
14.1. ISSUERS IN EXTRAJUDICIAL RECOVERY
In addition to the periodic and event-specific information provided for in CVM Instruction No. 480/09, issuers in extrajudicial recovery must send to the CVM reports on the compliance with the payment schedule and other obligations established in the extrajudicial recovery plan, with a frequency not exceeding 90 (ninety) days, as provided in Article 35 of the Instruction. These reports must be forwarded via the IPE System, category "Information in companies in judicial or extrajudicial recovery", type "Plan Compliance Report". It is alerted that paragraph 3 of Article 44 of CVM Instruction No. 480/09 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, receiver, or similar figure, this person will be equated to the investor relations director for all purposes provided for in the legislation and regulation of the securities market. It should be noted that, in addition to the submission of the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the alteration of the company's situation and its responsible person by submitting the Registration Form, within 7 (seven) business days from the fact that caused the alteration, pursuant to Article 23 of CVM Instruction No. 480/09. It should be noted that the responsible person's data must also be updated via the IPE System (see items 6.1, 41, and 42).

14.2. ISSUERS IN JUDICIAL RECOVERY
Article 36 of CVM Instruction No. 480/09 only exempts issuers in judicial recovery from submitting the Reference Form, and this exemption remains in effect until the submission of the detailed report to the court at the end of the recovery process.
Thus, these issuers must forward, via the IPE System, the other periodic and event-specific information provided for in the Instruction, including the following information provided for in its Article 37, within the respective deadlines specified:
I. Monthly financial statements accompanied by the judicial administrator's report, in the category "Information of Companies in Judicial or Extrajudicial Recovery", type "Monthly financial statements";
II. Recovery Plan (see item 12.6);
III. Declaration of bankruptcy during the process (see item 12.5); and
IV. Detailed report presented by the judicial administrator at the end of the recovery, in the category "Information of Companies in Judicial or Extrajudicial Recovery", type "Detailed Report".
It is alerted that paragraph 3 of Article 44 of CVM Instruction No. 480/09 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, receiver, or similar figure, this person will be equated to the investor relations director for all purposes provided for in the legislation and regulation of the securities market. It should be noted that, in addition to the submission of the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the alteration of the company's situation and its responsible person by submitting the Registration Form, within 7 (seven) business days from the fact that caused the alteration, pursuant to Article 23 of CVM Instruction No. 480/09. It should be noted that the responsible person's data must also be updated via the IPE System (see items 6.1, 41, and 42).

14.3. ISSUERS IN BANKRUPTCY
Article 38 of CVM Instruction No. 480/09 only exempts the issuer in bankruptcy from submitting periodic information.
In this way, these issuers must forward to the CVM, via the IPE System, the event-specific information provided for in the Instruction, including the following information provided for in Article 39 of CVM Instruction No. 480/09, within the respective deadlines specified:
I. Report on the causes and circumstances that led to the situation of bankruptcy, in the category "Information of Companies in Bankruptcy", type "Causes and circumstances of bankruptcy";
II. Administrative financial statements, in the category "Information of Companies in Bankruptcy", type "Administrative financial statements";
III. Any other accounting information presented to the judge in the bankruptcy process, in the category "Information of Companies in Bankruptcy", type "Other accounting information";
IV. Accounts presented at the end of the bankruptcy process, in the category "Information of Companies in Bankruptcy", type "Accounts presented at the end of the process of

“bankruptcy”;
V. Final report on bankruptcy proceedings, in the category “Information on Companies in Bankruptcy”, type “Final Report”; and
VI. Closing order of bankruptcy proceedings, in the category “Information on Companies in Bankruptcy”, type “Closing Order”.
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, intervenor, or similar figure, such person shall be equated to the investor relations director for all purposes provided for in the legislation and regulation of the securities market. It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company’s status and its responsible person, by sending the Registration Form, within 7 (seven) business days from the event that caused the alteration, in accordance with article 23 of CVM Instruction No. 480/09. It should be emphasized that the responsible person’s data must also be updated via the IPE System (see items 6.1, 41 and 42).

14.4. ISSUERS IN LIQUIDATION
Article 40 of CVM Instruction No. 480/09 only exempts the issuer in liquidation from delivering periodic information.
Thus, these issuers must send to the CVM, via the IPE System, the occasional information provided for in the Instruction, including the following information listed in article 41 of CVM Instruction No. 480/09, within the respective deadlines specified:
I. Act of appointment, dismissal, or substitution of the liquidator, in the category “Information on Companies in Liquidation”, types “Appointment of Liquidator”, “Dismissal of Liquidator” or “Substitution of Liquidator”, as applicable;
II. General list of creditors prepared by the liquidator, in the category “Information on Companies in Liquidation”, type “General List of Creditors”;
III. Definitive general list of creditors, in the category “Information on Companies in Liquidation”, type “Definitive General List of Creditors”;
IV. Final report and balance sheet of the liquidation, in the category “Information on Companies in Liquidation”, type “Final Report and Balance Sheet of Liquidation”;
V. Other reports, opinions, and accounting information, in the category “Information on Companies in Liquidation”, type “Other Reports, Opinions, and Accounting Information”; and
VI. Act closing the liquidation, in the category “Information on Companies in Liquidation”, type “Act Closing the Liquidation”.
It is alerted that paragraph 3 of article 44 of CVM Instruction No. 480/09 provides that whenever an issuer in a special situation has its administrators replaced by a liquidator, judicial administrator, judicial manager, intervenor, or similar figure, such person shall be equated to the investor relations director for all purposes provided for in the legislation and regulation of the securities market. It should be noted that, in addition to sending the aforementioned documents, issuers must update their registration data with the CVM, particularly regarding the change in the company’s status and its responsible person, by sending the Registration Form, within 7 (seven) business days from the event that caused the alteration, in accordance with article 23 of CVM Instruction No. 480/09. It should be emphasized that the responsible person’s data must also be updated via the IPE System (see items 6.1, 41 and 42).

CONSEQUENCES OF FAILURE TO DELIVER INFORMATION
As highlighted in the previous items, issuers must pay attention to compliance with the legal and regulatory requirements imposed, especially regarding the delivery of periodic and occasional information provided for in CVM Instruction No. 480/09.

15.1. COERCIVE FINES
Initially, it should be clarified 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. We alert that CVM Instruction No. 480/09 established new rules for the application of coercive fines for non-compliance with the deadlines for delivering information. In accordance with article 58 of the Instruction, the issuer that fails to comply with the deadlines for delivering the periodic information listed in article 21 of CVM Instruction No. 480/09 shall be subject to a daily coercive fine, according to the following values:
I. R$ 500.00 (five hundred reais) for issuers registered in Category A; and
II. R$ 300.00 (three hundred reais) for issuers registered in Category B.
Note that from the decision to apply coercive fines, an appeal may be filed to the CVM Collegiate Body, within 10 (ten) days, in accordance with article 13 of CVM Instruction No. 452/07.
In this sense, it is emphasized the need to maintain updated registration data, particularly the company’s address and the IRD’s address, as commented in items 7.1, 41 and 42.
Appeals must be filed via the CVM’s Internet page (www.cvm.gov.br), under the link “Inspection Fee and Coercive Fine”/“Appeal against Coercive Fine – Ordinary and Extraordinary”/“CVMWeb Login”.
In accordance with paragraph 1 of article 13 of CVM Instruction No. 452/07, the appeal will be received with retroactive effect, and if there is a well-founded fear of damage that is difficult or uncertain to repair, the Superintendent may, ex officio or upon request, grant suspensive effect to the appeal.
However, the CVM Collegiate Body, in a meeting on 23.11.10, expressed the view that item VI of CVM Deliberation No. 463/03 (which provides that if the request for suspensive effect is denied in whole or in part, 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 review the decision denying the suspensive effect) does not apply to cases involving coercive fines. Furthermore, in accordance with item IX of CVM Deliberation No. 463/03, in the case of error, omission, obscurity, or material inaccuracies in the decision, or contradiction between the decision and its grounds, the Collegiate Body will consider requests for reconsideration of its decision regarding the appeal. It should be emphasized that paragraph 4 of article 11 of Law No. 6.385/76, which provides for an appeal to the CRSFN, refers to penalties eventually applied by the CVM, and should not be confused with coercive fines, which have legal basis in paragraph 11 of the same article, from which a voluntary appeal lies to the Collegiate Body, in accordance with §12 of article 11 of Law No. 6.385/76. It is also clarified that CVM Deliberation No. 447/02, amended by CVM Deliberations No. 467/04 and No. 483/05, provides, among other things, for the installment payment of applied coercive fines, and CVM Deliberation No. 501/06 provides for the incidence of late payment interest on debts arising, among others, from coercive fines. In this sense, it is recommended that issuers contact the CVM’s Collection Management to verify if they are up to date with the payment of inspection fees and coercive fines, avoiding inscription in the Defaulters Registry (CADIN) and in Active Debt. Finally, it should be highlighted that the coercive fines provided for in article 58 of CVM Instruction No. 480/09 do not confuse with the penalties provided for in the caput of article 11 (and respective items I to VIII) of Law No. 6.385/76, which will only be imposed observing the procedure provided for in paragraph 2 of article 9 of Law No. 6.385/76 (administrative proceeding preceded by an investigative stage).

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

15.3. OFFICIAL SUSPENSION OF ISSUER REGISTRATION
Article 52 of CVM Instruction No. 480/09 provides that the SEP is responsible for suspending the registration of issuers that fail to comply, for a period exceeding 12 (twelve) months, with their periodic obligations.
As provided for in the sole paragraph of article 52 of CVM Instruction No. 480/09, the SEP will inform the issuer about the suspension of its registration by means of a letter sent to its headquarters, according to the data in its Registration Form (item 7.1), and by means of a notice on the CVM’s website.
An 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 the periodic and occasional obligations that are overdue, including those with delivery deadlines subsequent to the suspension of registration.
The deadlines and procedures to be observed in this request are regulated in article 53 of CVM Instruction No. 480/09.
It should be remembered that, in accordance with article 60 of CVM Instruction No. 480/09, the repeated non-observance of the deadlines set for the presentation of periodic and occasional information provided for in this instruction constitutes a serious offense for the purposes of § 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 should be 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 the responsibility arising from any infractions committed before the cancellation of registration.

15.4. OFFICIAL CANCELLATION OF ISSUER REGISTRATION
Article 54 of the Instruction provides for two hypotheses for the official cancellation of an issuer’s registration:
I. the extinction of the issuer;
II. the suspension of its registration for a period exceeding 12 (twelve) months.
As in cases of registration suspension, the SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data in its Registration Form (7.1), 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 should be 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 the responsibility arising from any infractions committed before the cancellation of registration.

15.5. SANCTIONING ADMINISTRATIVE PROCEEDING
As provided for in article 60 of CVM Instruction No. 480/09, it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76:
I. The disclosure to the market or delivery to the CVM of false, incomplete, inaccurate, or misleading information;
II. The repeated non-observance of the deadlines set for the presentation of periodic and occasional information provided for in the instruction; and
III. The non-observance of the deadline set in article 132 of Law No. 6.404/76, for the holding of the ordinary general meeting.
For its part, in accordance with article 18 of CVM Instruction No. 358/02, it constitutes a serious offense, for the purposes provided for in paragraph 3 of article 11 of Law No. 6.385/76, the transgression 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. Thus, and as provided for in article 9, item V, of Law No. 6.385/76, the CVM may investigate, through an administrative proceeding, the eventual responsibility of the administrators (and when applicable, the intervenor, the trustee, the judicial administrator, the judicial manager, or the liquidator), members of the fiscal council, and shareholders of open companies for non-compliance with the provisions contained in the aforementioned Instructions. In this sense, and in accordance with article 11 of Law No. 6.385/76, the penalties provided for in items I to VIII of the same article will only be imposed observing the administrative proceeding mentioned in the previous paragraph, observing also the provisions of CVM Deliberation No. 538/08.

VOLUNTARY CANCELLATION OF REGISTRATION
CVM Instruction No. 480/09 establishes different rules for the voluntary cancellation of registration, depending on the category in which the issuer is registered.
Article 47 of the Instruction conditions the cancellation of registration of Category B issuers to proof of compliance with one of the following conditions:
I. No securities in circulation;
II. Redemption of securities in circulation;
III. Maturity of the deadline for payment of securities in circulation;
IV. Consent of all holders of securities in circulation regarding the cancellation of registration; or
V. Any combination of the hypotheses indicated in the previous items, provided that the total amount 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 amount having been paid to investors, the issuer must deposit the due amount in a commercial bank and make it available to investors. The issuer that has made this deposit must also disclose a Relevant Fact stating:
I. The decision to cancel registration with the CVM;
II. The making of the deposit, mentioning the value, banking institution, branch, and account number; and
III. The procedures that holders who have not yet received their credits must adopt to receive them.
As provided for in paragraph 3 of article 47, the consent of all holders of securities in circulation regarding the cancellation of registration may alternatively be proven by:
I. Declaration of the fiduciary agent, if any;
II. Declaration of holders of securities attesting that they are aware and agree that, due to the cancellation of registration, the issuer’s securities can no longer be traded in regulated markets; or
III. Unanimous resolution in a meeting at which all holders of securities are present.
As for the cancellation of registration in Category A, it will be conditioned, as established in article 48 of the Instruction, to proof that:
I. The conditions of article 47 mentioned above have been met regarding all securities, except shares and depositary receipts for shares, which have been publicly distributed or admitted to trading in regulated securities markets; and
II. The requirements of the public offering for the acquisition of shares for registration cancellation for trading of shares in the market have been met, in accordance with CVM Instruction No. 361/02.
It should be commented that CVM Instruction No. 361/02 regulates 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 for in paragraph 4 of article 4 of Law No. 6.404/76 and according to the procedure stipulated therein. As provided for in article 34 of the aforementioned Instruction, exceptional situations that justify the acquisition of shares without a public offering or with a differentiated procedure will be considered by the CVM Collegiate Body, for the purpose of dispensing with or approving procedures and formalities to be followed, including regarding the disclosure of information to the public, when applicable. It should be 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 should be 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 Superintendence of Securities Registration – SRE. It should be remembered that article 51 of CVM Instruction No. 480/09 provides that the issuer is responsible for disclosing the information of approval or denial of registration cancellation to investors, in the same form 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 registration cancellation to the SEP, formalizing the request, without which the company, although a wholly-owned subsidiary, remains subject to all obligations and penalties provided for in the current regulation, including those regarding the updating of the registration maintained at the CVM. It should also be emphasized that it is mandatory to send the documents and periodic information whose delivery deadline is prior to the date of cancellation of the issuer’s registration. It is clarified, finally, that the issuer is liable for the inspection fee regarding the quarter in which the cancellation of its registration occurs. Thus, if the issuer has its registration cancelled in the 1st quarter and does not present the DFP form relative 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.
OFFICIAL CANCELLATION OF ISSUER REGISTRATION DUE TO ITS EXTINCTION
As per article 219 of Law No. 6.404/76, the company is extinguished by the closing of liquidation, as well as by merger or spin-off, and by spin-off with the transfer of all assets to other companies.
In cases of merger, spin-off, 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 General Shareholders’ Meeting that deliberated the merger, spin-off, or spin-off. In addition to the mandatory submission of the Minutes of the respective General Shareholders’ Meeting via the IPE System, the company or its successor is requested to formally communicate its extinction to the SEP. It should be emphasized that it is mandatory to send the documents and periodic information whose delivery deadline is prior to the date of cancellation of the company’s registration. It is clarified, furthermore, that the company is liable for the inspection fee regarding the quarter in which its extinction occurs. Thus, if the company is extinguished in the 1st quarter, it must inform the CVM of the previous fiscal year’s net equity (which will serve as the basis for calculating 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, spin-off, 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 meeting 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 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 official cancellation of an issuer’s registration is its extinction. The SEP will inform the issuer about the cancellation of its registration by means of a letter sent to its headquarters, according to the data in its Registration Form (item 7.1), 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.
REQUEST FOR SHAREHOLDER ADDRESS LIST – ARTICLE 126, PARAGRAPH 3, OF LAW NO. 6.404/76

The purpose of accessing the address list under Article 126, paragraph 3, is to allow shareholders to be represented by proxy at meetings, regardless of whether the company has previously requested a proxy, thereby increasing the possibilities for non-controlling shareholders to organize themselves, aiming to exercise the right to vote. If a shareholder wishes to obtain the addresses of other shareholders for any purpose other than contacting them to represent them at meetings using proxies, Article 126 cannot be invoked.

The express reference of paragraph 3 of Article 126 to paragraph 1 of the same article, combined with the fact that the matter is regulated in the article dealing with representation at meetings, leaves no doubt regarding the necessity of a convened meeting, or one imminent 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 governs this matter.

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

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

REQUEST FOR CERTIFICATES OF ENTRIES IN THE BOOKS – ARTICLE 100 OF LAW NO. 6.404/76

Article 100, paragraph 1, of Law 6.404/76 regulates the option to obtain a certificate of entries recorded in the Register of Registered Shares, the Register of "Transfer of Registered Shares", the Register of "Registered Beneficiary Units", and the Register of "Transfer of Registered Beneficiary Units".

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

In this regard, it should be noted that, as observed in decisions by the Collegiate Body on the matter, 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 corporate books, or in the records that serve as their equivalent.

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

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

I. The provision of Article 100, § 1, does not oblige the open company to provide a certificate of entries in the corporate books when the request is justified to facilitate the mobilization of shareholders to discuss topics related to the company and to participate in general meetings;

II. The request formulated based on this provision must present specific, 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 corporate books is necessary for the clarification of the situation of personal interest or defense of the right in question;

III. The company is obliged to provide a certificate of entries that are necessary and sufficient for the clarification of the situation of personal interest or the defense of the right identified in the request;

IV. The provision of the complete list of shareholders, based on the provision of Article 100, § 1, of the LSA, is only imposed in cases where it is duly justified that the violated or impending violated right is inherent to the quality of shareholder, and its defense is of interest to all shareholders;

V. In this way, the provision of the complete list of shareholders is imposed, based on this provision, in the hypotheses where shareholders must act jointly to defend a right, due to the law or the bylaws establishing a minimum quorum for petitioning before the Judiciary, Public Administration, or the company's bodies. Examples of this would be the liability action to be proposed by shareholders (Article 159, § 4, of the LSA), the action for full exhibition of the company's books (Article 105, § 4, of the LSA), and also the request for a list aimed at facilitating the formation of the quorum necessary for the convening of the general meeting, provided that, in the latter example, it is demonstrated that the deliberation on some matter to be included in the agenda has the clear character of defense of rights;

VI. For the same reason, the granting of the complete list is also justified, in light of the provision of Article 100, § 1, in cases where the shareholder has legitimacy to act individually to defend a right, which belongs, however, to every and any shareholder;

VII. Outside the hypotheses of defense of a collective or homogeneous individual right, the request for the provision of a certificate of entries in the corporate books formulated with the purpose of facilitating the mobilization of shareholders to defend their interests does not meet the requirements established in Article 100, § 1, of the LSA.

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

Furthermore, 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 Body, in meetings held on 02/23/2010 and 07/20/2010, reiterated the understanding described above, established in the meeting of 12/08/2009.

ARTICLE 203 OF LAW NO. 6.404/76

Article 203 of Law No. 6.404/76 determines that the provisions of Articles 194 to 197 and 202 shall not prejudice the right of preferred shareholders to receive fixed or minimum dividends to which they have priority, including arrears, if cumulative.

Consequently, the reserves mentioned in Articles 194 to 197, and that provided for in paragraph 5 of Article 202 of Law No. 6.404/76, cannot be constituted to the detriment of fixed or minimum dividends. Thus, if there is profit, even if unrealized, fixed or minimum dividends must be distributed.

ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS

In the meeting held on 04/11/2006, the CVM Collegiate Body decided to maintain the interpretation of Article 141, paragraph 5, of Law No. 6.404/76 given in the meeting of 11/08/2005 (both available on the CVM website), summarized below.

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

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

It is worth alerting that CVM Instruction No. 481/09, applicable to open companies registered in Category A, provides for the minimum documents and information that must be made available to shareholders whenever the general meeting is convened to deliberate on certain matters provided for in the Instruction. Such documents and information must be sent by the date of publication of the first announcement of convening, unless Law No. 6.404/76, CVM Instruction No. 481/09, or another norm issued by the CVM establishes a longer deadline.

It is worth noting that CVM Instruction No. 481/09, applicable to open companies registered in Category A, provides that whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at minimum, the information indicated in items 12.6 to 12.10 of the Reference Form, regarding the candidates indicated or supported by the administration or by controlling shareholders (see item 12.2).

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 AGO) 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.

Such information must be provided by companies registered in Categories A and B in the manner established in items 8 or 12.2, as applicable.

INSTALLATION OF THE FISCAL COUNCIL AND ELECTION OF ITS MEMBERS

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

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

In this sense, the understanding of SEP, in consonance with the provision of Advisory Opinion No. 19/90, is that, in the separate election for the fiscal council by preferred shareholders (Article 161 of Law No. 6.404/76), no shareholders who do not fall within the concept of minority that the law sought to protect should participate (elect), that is, besides controllers, persons linked to them should also not participate.

As provided in paragraph 2 of Article 161 of Law No. 6.404/76, the fiscal council, when its operation is not permanent, shall be installed by the general meeting 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 operation shall end at the first ordinary general meeting after its installation.

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

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

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

For this reason, in cases where (i) there are no minority shareholders holding preferred shares; and (ii) minority shareholders holding ordinary shares do not reach the percentage for the separate election of a member of the fiscal council, the CVM's understanding is that the shareholders present, including the controller, may elect the fiscal 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 they do 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 is mandatory (Article 161, paragraph 4).

Furthermore, it is worth highlighting the understanding issued in the meetings of 05/06/2008 and 09/23/2008, by the CVM Collegiate Body, to the effect that the requirement of "10% or more of the shares with voting rights" provided for in Article 161, paragraph 4 does not refer to the number of shares that the minority present at the meeting needs to hold to elect, in a separate vote, one member and their respective alternate of the fiscal council, but rather to the number of shares with voting rights held by all minority shareholders of the company.

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

For their part, open companies registered in Category B must, in line with the provision of Article 133, item V of Law No. 6.404/76 (in the case of AGO) and Article 21, item VIII and Article 31, item II, both of CVM Instruction No. 480/09, send all documents necessary for the exercise of the right to vote at general meetings, providing sufficient information about the candidates, in order to allow shareholders to deliberate on the matter.

Such information must be provided by companies registered in Categories A and B in the manner established in items 8 or 12.2, as applicable.

PROJECTIONS

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

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

I. Included in the reference form;
II. Identified as hypothetical data that do not constitute a promise of performance;
III. Reasonable; and
IV. Accompanied by the relevant premises, parameters, and methodology adopted, and if these are modified, the issuer must disclose, in the appropriate field of the Reference Form, that it made changes to the premises, parameters, and methodology of projections and estimates previously disclosed (paragraph 3).

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

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

It is worth noting that whenever the premises of projections and estimates are provided by third parties, the sources must be indicated (paragraph 5 of Article 20 of CVM Instruction No. 480/09).

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

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 as a Relevant Fact, as provided for in CVM Instruction No. 358/02.

ADVANCED DISCLOSURE OF FINANCIAL INFORMATION

If the company opts, exceptionally, for the advanced disclosure of financial information, it must highlight that these are preliminary information, informing, even, whether they were, or were not, audited.

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

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

CAPITAL BUDGET

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

The latter regulates the retention of profits for investment purposes.

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

Retention of Profits

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

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

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

It is alerted that CVM Instruction No. 481/09 requires, through item II of paragraph 1 of Article 9 and item 15 of Annex 9-1-II, that, if there is a proposal for retention of profits provided for in a capital budget, the company must make available to shareholders, up to one month before the date scheduled for the holding of the AGO, information about 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.

The capital budget must be sent to the CVM, via IPE System, category "Assembly", type "AGO" or "AGO/E", species "Administration Proposal", subject "Capital Budget", without prejudice to its sending accompanying the financial statements, as provided for in Article 25, §1, item IV, of CVM Instruction No. 480/09 (see item 8).

LATE, CORRECTIVE OR COMPLEMENTARY DECLARATIONS OF DIVIDENDS

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

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

INFORMATION AND DOCUMENTS TO BE DISCLOSED IN OPERATIONS OF:
27.1. INCORPORATION, MERGER, AND SPIN-OFF

The administration bodies or partners of the societies involved in operations of incorporation, share incorporation, merger, or spin-off must sign a protocol which will contain the conditions of the operation, with the minimum information listed in the items of Article 224 of Law No. 6.404/76.

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

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

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

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

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

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

In accordance with paragraph 2 of Article 264 of the LSA, the evaluation of the assets of the societies in operations of incorporation or merger involving a controlling and controlled company or societies under common control will be carried out by a specialized company, in the case of open companies.

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

It is worth noting, furthermore, that the recommendations of Orientation Opinion No. 35/08 apply to operations of merger, incorporation, and share incorporation involving a controlling society and its controlled companies or societies under common control. Thus, although the procedures described in the cited opinion are not exclusive nor exhaustive, the CVM understands that their adoption is an adequate form of fulfilling the fiduciary duties of administrators provided for in Articles 153, 154, 155, and 245 of Law No. 6.404/76.

In this sense, it is worth remembering that the CVM has already manifested itself, in a Market Communication released by this Autarchy on 05/27/2009, in the sense that the recommendation contained in said 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 relationship distorts the purposes of such body.

Finally, in cases where the operation of incorporation, merger, or spin-off gives rise to the right of withdrawal, open companies that have shares admitted to trading in regulated markets must, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction, in the manner described in item 12.2.

27.2. ACQUISITION OF COMMERCIAL SOCIETY BY OPEN COMPANY

Article 256 of Law No. 6.404/76 determines that the purchase, by an open company, of the control of any commercial society, will depend on the deliberation of the general meeting of the buyer, especially convened to know the operation, whenever:

I. The purchase price constitutes, for the buyer, a relevant investment (Article 247, sole paragraph); or

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

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

(b) Net asset value (Article 248) of the share or quota, evaluated at market prices (Article 183, paragraph 1);

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

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

Nevertheless, in the analysis of concrete situations, controllers and administrators may be held liable for abuse or deviation of power, respectively, if it is proven that there was the use of a certain "vehicle" company in the acquisition of control of other societies to the detriment of the legitimate interests of the other shareholders of the open 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 times the average of the annual net profit per share of the last two exercises], the dissenting shareholder of the deliberation of the assembly that approves it will have the right to withdraw from the company through reimbursement of the value of their shares, in accordance with Article 137, observed the provisions of its item II".

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

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

If the operation comes to be the object of assembly deliberation, the period in which the assembly is intended to be held must be informed. Companies registered in category A must, as provided in Article 19 of CVM Instruction No. 481/09, disclose the information provided for in Annex 19 to said Instruction, in the manner provided for in item 12.2.

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

If the operation gives rise to 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 deliberation of the Assembly, to be convened for the ratification of this acquisition (see item 27.4 below); (b) The reimbursement value, in reais (R$) per share; and (c) the period and procedures that dissenting shareholders must adopt to manifest themselves.

In these cases, open companies registered in category A must, furthermore, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction, in the manner provided for in item 12.2.

27.3. 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 the IPE 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 decision-making of shareholders, such as the motives or purposes of the operation; the mandatory or optional nature of the operation and the eligibility for the right of withdrawal of dissenting shareholders; the conversion relationship between the classes or species of shares; the criterion for determining the said conversion relationship; and the justification for the adoption of the said criterion in the conversion operation.

27.4. 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 meeting gives rise to the right of withdrawal, the company must inform, at minimum, the shares and classes to which the withdrawal applies, the reimbursement value per share and its method of calculation, and the periods and procedures that shareholders of this Company, dissenting from the deliberation of the said Assembly, must adopt to exercise the right of withdrawal.

It is worth clarifying that, as provided in paragraph 1 of Article 137 of the LSA, "the dissenting shareholder of the deliberation of the assembly, including the holder of preferred shares without voting rights, may exercise the right to reimbursement of the shares of which he was demonstrably 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 deliberation, if earlier".

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

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

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 a share of species or class that has liquidity and dispersion in the market will not have the right to withdraw, considering that:

I. Liquidity, when the species or class of share, or certificate representing it, integrates a general index representative of a portfolio of securities admitted to trading in the securities market, in Brazil or abroad, defined by the Securities and Exchange Commission;

II. Dispersion, when the controlling shareholder, the controlling society or other societies under its control hold less than half of the species or class of share.

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

It is also worth noting that, in the 10 (ten) days subsequent to the end of the period referred to in items IV and V of the caput of Article 137 of Law No. 6.404/76, it is optional for the administration bodies to call the general meeting to ratify or reconsider the deliberation, if they understand that the payment of the reimbursement price of the shares to the dissenting shareholders who exercised the right of withdrawal will put the financial stability of the company at risk.

For this reason, the administration's decision to reconsider the deliberation of the AGO and/or AGESP, in accordance with Article 137, paragraph 3, of Law No. 6.404/76, must, as a rule, be the object of a Relevant Fact, within the aforementioned period. The administration's decision to ratify the said deliberation must, as a rule, be the object of a Market Communication.

Open companies registered in category A must, as provided in Article 20 of CVM Instruction No. 481/09, disclose the information provided for in Annex 20 to said instruction, in the manner established in item 12.2 of this Circular Letter.

27.5. CAPITAL INCREASE

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

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

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

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

IV. Copy of the opinion of the statutory audit committee, if it is functioning, with divergent votes, if applicable;

V. Inform (a) whether shareholders who do not wish to exercise their rights of preference to subscription may negotiate them in the stock exchange or request the assignment of their rights; and (b) the periods for negotiation or assignment of such rights; and

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

Open companies registered in Category A must, as provided in Article 14 of CVM Instruction No. 481/09, disclose the information provided for in Annex 14 to said instruction, in the manner provided for in item 12.2.

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

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

Finally, it is worth noting that the documents and information mentioned above must be sent, via the IPE System, in the manner established in item 12.2 of this Circular Letter.

27.6. SHARE CONSOLIDATION

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

SURPLUS SHARES IN CAPITAL INCREASE WITH CREDITS

As provided in Article 171, paragraph 2, of Law No. 6.404/76, in the capital increase through capitalization of credits or subscription in goods, the right of preference will always be guaranteed to shareholders, and, if applicable, the amounts paid by them will be delivered to the holder of the credit to be capitalized or of the good to be incorporated.

According to the understanding of SEP, capitalization with credits, however, does not exempt compliance with paragraph 7 of the same Article 171, which establishes that the body that deliberates on the increase must dispose of the surpluses, being able to (i) order them to be sold in the stock exchange, for the benefit of the company, or (ii) allocate them, in proportion to the values subscribed, among the shareholders who have requested, in the bulletin or subscription list, a reserve of surpluses.

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

In this sense, such surpluses must be allocated among shareholders, in proportion to the values subscribed, in accordance with paragraph 7 of Article 171 of Law No. 6.404/76.

In the opinion of SEP, the understanding that, since the holder of the credit uses it in the subscription of shares and the right of preference is exercised with the delivery of the amounts paid to the holder of the credit, there is no talk of surpluses, does not prevail.

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

TRADING WITH OWN ISSUANCE SHARES

The legal principle instituted through Article 30 of Law No. 6.404/76 is that the company cannot trade with its own issuance 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. 10/80, amended by CVM Instructions No. 268/97 and No. 390/03.

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

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

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

Regarding the use of the balances of the reserves and profit accounts and ongoing fiscal year as collateral for transactions of acquisition of own issuance shares, ascertained through intermediate financial information, we alert that the CVM Collegiate, in the meeting held on 11/25/2008 (available on the CVM website on the Internet), understood the employment of its use to be appropriate, under the support of Law No. 6.404/76.

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

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

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

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

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

It is worth noting that Article 2 of CVM Instruction No. 10/80 forbids operations of acquisition of own issuance shares, when, among other reasons, they require the use of resources greater than the balances of available reserves.

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

It is worth noting that CVM Instruction No. 10/80 provides, in its Article 24, that disobedience to its provisions implies the nullity of the operation, without prejudice to the responsibility of administrators and controlling shareholders.

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

BONUS OF TREASURY SHARES

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

The foundation for this position is that the bonus constitutes a mere procedure

accounting in which, by increasing the share capital figure, in exchange for the reduction of retained earnings, the resulting delivery of shares does not represent a transfer of value from the company to its shareholders via profit distribution.

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

Item IV of Article 122 of Law No. 6,404/76 established as the exclusive competence of the general meeting of shareholders the authorization for the issuance of debentures.

At the same time, the aforementioned Law, in the same provision, reserved the competence of the board of directors, in light of paragraph 1 of Article 59.

The aforementioned paragraph attributes to the board a competence of a permanent nature: the approval of the issuance of non-convertible debentures and without real guarantee, and another competence of a transitory nature, in respect of an express delegation by a shareholders' meeting, which, in turn, must observe the limits established by Law.

For the reasons enumerated above, the company's bylaws cannot innovate within the scope of the competencies attributed to the board of directors, even for authorized capital companies - under Item VII of Article 142 - contrary to the legal provisions regarding the matter at hand.

Therefore, the company's bylaws that establish, through their provisions, the competence for the board of directors to authorize the issuance of debentures, when the strict conditions of paragraph 1 of Article 59 of Law No. 6,404/76 are not observed, are in violation of the Law.

ARTICLE 143 OF LAW NO. 6,404/76

When consolidating the company's bylaws, companies must pay attention to the provisions of Article 143 of Law No. 6,404/76, regarding the composition of the executive board of a corporation.

According to this legal command, the bylaws must establish: (a) the number of directors, or the maximum and minimum permitted; (b) the duties and powers of each director; (c) term of office, not exceeding three years, with reelection permitted; 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 convening a general meeting in a timely manner, including in its notice the amendment of the bylaws in question) to correct any gaps that may exist in their respective bylaws.

ELECTION OF SUBSTITUTE MEMBERS OF THE FISCAL COUNCIL - ARTICLE 161, §1, OF LAW NO. 6,404/76

Article 161, §1, of Law No. 6,404/76 provides that the Fiscal Council shall be composed of a minimum of 3 (three) and a maximum of 5 (five) members, and substitutes in equal number, shareholders or not, elected by the general meeting.

In the understanding of the SEP, the election of substitute members of the Fiscal Council is mandatory, and the Fiscal Council must be composed of principal and substitute members in equal number, as the designation of the substitute member is necessary to prevent the possibility of the principal member's absence, avoiding that shareholders are unable to exercise their fundamental right of oversight, provided for in Article 109, Item III, of Law No. 6,404/76, through their elected representative.

APPEALS AGAINST DECISIONS OR MANIFESTATIONS OF UNDERSTANDING OF THE SEP

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

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

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

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

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

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

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

ISSUER CONSULTATIONS

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 submitted in writing, via protocol, by the Director of Investor Relations or an equivalent person to the SEP, with the identification of the issuer. If the consultation is made by legal representatives of the issuers, it must be accompanied by their respective powers of representation.

The formulation of the consultation must be clear regarding its object, avoiding generic form and theoretical consultations, with the orientation that all elements and arguments deemed important for the conclusive manifestation of the CVM be presented.

Consultations on accounting matters must be accompanied by a statement from the independent auditor on the subject, in accordance with item 28.1 of CIRCULAR-OFFICE/CVM/SNC/SEP/No. 001/07.

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

COMMUNICATIONS WITH THE SEP

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

In this sense, it is worth highlighting that the sending of such correspondence via the IPE System, when not expressly requested by the SEP, has been used by some companies, causing, at times, embarrassment to their own administration or difficulty in tracking responses to requests or manifestations from this Superintendency.

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

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

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

REQUESTS FOR HEARINGS WITH PRIVATE INDIVIDUALS

In line with Decree No. 4,334, of August 12, 2002, requests to schedule meetings with organizational components of the CVM must be forwarded electronically, through the CVM website, selecting, for this purpose, the option HEARING WITH PRIVATE INDIVIDUALS.

In this request, the clear specification of the subject to be treated must be included, with the necessary condition, in the case of issuer consultations, their prior forwarding, as described in item 35.

REQUEST FOR INSPECTION OF PROCESS FILES

In accordance with paragraph 2 of Article 8 of Law No. 6,385/76, all documents and files of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is 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 inspect the process and to obtain certificates or photocopies of the data and documents that comprise it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

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

In April 2005, the Autarchy regulated, through CVM Resolution No. 481/05, the granting of inspection of files of administrative processes of any nature initiated within the scope of the CVM.

Requests for inspection of processes pending in this Autarchy must be forwarded by presenting a signed petition, specifying that it concerns the granting of inspection 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 requester's interest in obtaining access to the files, except when it concerns an accused in an administrative sanctioning process, in which case the granting of inspection will always be assured.

The granting depends on authorization from the holder of the Superintendency responsible for conducting the administrative process or the Relator, in case there is a pending appeal or decision by the Collegiate Body, with the postponement of the granting of inspection permitted in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the process.

In administrative processes initiated due to requests for postponement of general meetings of open companies or interruption of the flow of their calling period, in accordance with CVM Instruction No. 372/02, the granting of inspection will not be admitted while the process is pending decision, except for the right of access to the files by the company within the deadline for its manifestation, as provided in Article 4 of CVM Resolution No. 481/05.

Furthermore, processes initiated for the purpose of verifying the possible occurrence of violations of legal or regulatory norms whose supervision is incumbent upon the CVM will be conducted under confidentiality, except in cases where the requester has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of inspection will be considered mandatory.

It should be noted that the confidentiality of the process may be lifted by decision of the Superintendent, when they consider it unnecessary for the elucidation of facts and there are no data or information in the files 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 processes of investigation of irregularities, apply to complaints filed by investors and any other market participants, including regarding inspection requests filed by them.

In administrative sanctioning processes, the accused will be admitted to inspection upon petition directed: (i) to the Process Control Coordination, in processes governed by CMN Resolution No. 454/77; or (ii) to the Superintendency that initiated the process, until the eventual filing of an appeal to the Collegiate Body, in processes governed by CMN Resolution No. 1,657/89, or to the CCP, after the eventual filing of appeals to the Collegiate Body.

Inspection requests will be analyzed on a case-by-case basis, with the right to appeal to the CVM Collegiate Body in the event of denial of the request, in accordance with CVM Resolution No. 463/03.

According to Article 3, paragraph 3, of CVM Resolution No. 481/05, if the denial decision is issued by the Relator, an appeal against their decision to the Collegiate Body is available, within 5 (five) days, from the date the interested party becomes aware.

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

COMMITMENT TERM

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

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

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

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

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

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

EMPRESAS.NET SYSTEM

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

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

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

CVMWEB SYSTEM

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

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

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

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

Finally, it is worth highlighting that the CVMWEB System is also used to access the fine appeal functionality on the CVM website.

PERIODIC AND EVENTUAL INFORMATION SYSTEM – IPE

The information sent via the IPE System will be the responsibility of the Director of Investor Relations (DRI) or an equivalent person who must, for this purpose, keep their data updated in the DRI Registration module.

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

The login/password procedures and document submission procedures are independent of whether the open company is registered on that exchange or not.

To send a document through this option, simply access the BM&FBOVESPA website (www.bmfbovespa.com.br), select INFORMATION FOR COMPANIES, then FOR LISTED COS, link IPE - DOCUMENT SUBMISSION.

The link for this address is https://siteseguro.bovespa.com.br/ipe/index.asp.

One must pay attention to ensure that files in PDF format present a legible formatting, which facilitates reading, manipulation, and printing of documents by interested parties.

The documents and information sent are available simultaneously on the CVM and BOVESPA pages, in the case of companies registered there, with the exception of the form for the notice provided for in Article 11 (individual) of CVM Instruction No. 358/02 (see item 12.7).

With the purpose of accommodating market demand and fostering the adequate dissemination of corporate information, the following new types were recently created:

I. Type "Investment Plan" within the category "Economic-Financial Data";
II. Type "Rating Agency Report" within the category "Economic-Financial Data";
III. Type "Presentations to analysts/market agents", within "Notice to the Market";
IV. Type "Additional Financial Statements" within the category "Economic-Financial Data" (for sending separate, combined, and pro forma financial statements).

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

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

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations
Acting

Circular Letter CVM/SEP 04/2011: General Guidelines on Procedures for Publicly Traded Companies and Foreign Issuers

Lineage: In force