Circular Letter CVM/SEP 05/2010 — CVM — BR

CIRCULAR LETTER/CVM/SEP/N°05/2010
Rio de Janeiro, June 01, 2010
SUBJECT: General guidelines on filling out the Reference Form

Dear Director of Investor Relations,

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

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

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

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

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

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

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

DELIVERY OF THE REFERENCE FORM
UPDATE OF THE REFERENCE FORM
RE-DELIVERY OF THE REFERENCE FORM
GUIDELINES APPLICABLE TO THE ENTIRE FORM
4.1. General rules on the preparation and disclosure of information
4.2. Field "other information deemed relevant"
4.3. Scope and content of information provided
4.4. Information not applicable

SECTION B. GUIDELINES REGARDING THE FILLING OUT OF THE REFERENCE FORM
2. AUDITORS
2.1. Information about independent auditors
2.2. Remuneration of independent auditors
2.3. Other information deemed relevant
3. SELECTED FINANCIAL INFORMATION
3.3. Events subsequent to the last financial statements closing the social year
3.4. Description of the policy for the destination of results of the last 3 social years
3.5. Dividend distributions and profit retentions occurring in the last 3 social years
3.7. Level of issuer's indebtedness
3.8. Issuer's obligations according to nature and maturity date
4. RISK FACTORS
4.1. Description of risk factors
4.2. Comments on the expectation of reduction or increase in exposure to relevant risks
4.3. Description of judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties
4.4. Description of judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and whose opposing parties are administrators or former administrators, controllers or former controllers, or investors of the Company or its controlled companies
4.5. Information about relevant confidential proceedings in which the issuer or its controlled companies are parties and that have not been disclosed in items 4.3 and 4.4
4.6. Description of repetitive or connected judicial, administrative, or arbitral proceedings, which are not confidential and which are relevant collectively, in which the issuer or its controlled companies are parties
4.7. Description of other relevant contingencies not covered by the previous items
5. MARKET RISKS
5.1. Description of the main market risks
5.2. Description of the market risk management policy adopted by the issuer
6. ISSUER HISTORY
6.3. Brief history of the issuer
6.5. Description of the main corporate events through which the issuer or any of its controlled or affiliated companies have passed
6.6. Information about bankruptcy petition, if based on a relevant value, or about judicial or extrajudicial reorganization of the issuer, and about the current status of such petitions
7. ISSUER ACTIVITIES
7.1. Description of activities developed by the issuer and its controlled companies
7.2. Information about the issuer's operational segments
7.3. Information about products and services related to the operational segments disclosed in item 7.2
7.8. Information about relevant long-term relationships of the issuer
8. ECONOMIC GROUP
8.1. Description of the Economic Group in which the issuer is inserted
8.3. Description of restructuring operations occurred in the group
9. RELEVANT ASSETS
9.1. Description of non-current asset items relevant for the development of the issuer's activities
10. DIRECTORS' COMMENTS
11. PROJECTIONS
11.1. Disclosure of Projection
11.2. Monitoring and alteration of projections disclosed during the last 3 social years
12. GENERAL ASSEMBLY AND ADMINISTRATION
12.1. Description of the issuer's administrative structure
12.2. Description of rules, policies, and practices related to general assemblies
12.3. Dates and newspapers of publication of information required by Law No. 6.404/76
12.4. Description of the issuer's rules, policies, and practices related to the board of directors
12.6. Identification of administrators and members of the statutory audit committee
12.7. Identification of members of statutory committees and of audit, risk, financial, and remuneration committees
12.8. Information about administrators and members of the statutory audit committee
13. ADMINISTRATORS' REMUNERATION
13.1. Description of the policy or practice of remuneration of the board of directors, statutory and non-statutory management, statutory audit committee, statutory committees, and audit, risk, financial, and remuneration committees
13.2. Remuneration of the board of directors, statutory management, and statutory audit committee
13.3. Variable remuneration of the board of directors, statutory management, and statutory audit committee
13.5. Information, by body, about the participations held by members of the board of directors, statutory management, and statutory audit committee.
13.6. Share-based remuneration of the board of directors and statutory management
13.7. Open options of the board of directors and statutory management at the end of the last social year
13.8. Exercised options and shares delivered related to share-based remuneration of the board of directors and statutory management
13.9. Information necessary to understand the data disclosed in items 13.6 to 13.8
13.10. Pension plans in force granted to members of the board of directors and statutory directors
13.11. Value of the highest, lowest, and average value of individual remuneration of the board of directors, statutory management, and statutory audit committee.
13.12. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators.
13.13. Percentage of total remuneration of each body attributed to members of the board of directors, statutory management, or statutory audit committee who are related parties to the issuer's controllers
13.14. Remuneration of members of the board of directors, statutory management, or statutory audit committee received for any reason other than the function they hold
13.15. Remuneration of members of the board of directors, statutory management, or statutory audit committee recognized in the results of the issuer's controllers, companies under common control, and controlled companies of the issuer
14. HUMAN RESOURCES
14.1. Information about the issuer's human resources
14.3. Description of the issuer's employee remuneration policy
15. CONTROL
15.1. Identification of the controlling shareholder or group of controlling shareholders
15.2. Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares
15.3. Capital distribution
15.4. Organogram of the issuer's shareholders
15.5. Information about shareholder agreements regulating the exercise of voting rights or the transfer of shares issued by the issuer
15.6. Information about relevant changes in the participations of the control group members and administrators of the issuer
16. TRANSACTIONS WITH RELATED PARTIES
17. SHARE CAPITAL
18. SECURITIES
18.1. Description of the rights of each class and species of issued share
18.5. Description of other securities
19. REPURCHASE PLANS AND TREASURY SECURITIES
19.1. Information about the issuer's share repurchase plans
19.2. Movement of securities held in treasury
19.3. Securities held in treasury on the date of closing the last social year
19.4. Provide other information that the issuer deems relevant
20. SECURITIES TRADING POLICY
21. INFORMATION DISCLOSURE POLICY
22. EXTRAORDINARY BUSINESS

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

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

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

In line with this determination, it is alerted that all updated information that has been provided due to the update rules provided in paragraphs 3 and 4 of article 24 of the Instruction (see item 2 of this section, below) must be reflected in the Reference Form when its annual presentation, regardless of the existence of a command in Annex 24 regarding the provision of information related to the current year.

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

As commented in item 1 above, it is alerted that the updated information that has been provided due to the update rules provided in paragraphs 3 and 4 of article 24 of the Instruction must be reflected in the Reference Form when its annual presentation, regardless of the existence of a command in Annex 24 regarding the provision of information related to the current year.

It is also necessary to alert that the general guidelines contained in Section B of this Circular Letter regarding updateable fields of the Reference Form do not constitute and should not be understood as an exhaustive list, being the issuer's obligation to verify and update all fields of the Form that, in its specific case, are impacted by the occurrence of the events provided in paragraphs 3 and 4 of article 24.

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

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

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

GUIDELINES APPLICABLE TO THE ENTIRE FORM
4.1. General rules on the preparation and disclosure of information
CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and update of the Reference Form. They are as follows:
(a) the issuer must disclose true, complete, consistent information that does not mislead the investor (article 14); (b) all information disclosed by the issuer must be written in simple, clear, objective, and concise language (article 15); (c) information provided by the issuer must be useful for the evaluation of the securities issued by it (article 17); (d) whenever the information disclosed by the issuer is valid for a determinable period, such period must be indicated (article 18); (e) factual information must be differentiated from interpretations, opinions, projections, and estimates (caput of article 19); (f) whenever possible and appropriate, factual information must be accompanied by the indication of its sources (sole paragraph of article 19).

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

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

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

4.3. Scope and content of information provided
Annex 24 includes notes that specify the scope or content of the information to be provided in some of the items that must be carefully observed by issuers when preparing, updating, and re-delivering the Form.

In this sense, we alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1, and 10.2 must refer to the last 3 financial statements closing the social year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 financial statements closing the social year and to the last accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer.

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

It is also highlighted that, in the annual presentation of the Reference Form, the information provided regarding items 2.1, 6.5, 8.3, 10.4, 10.7, 11.1"d", 12.3, 14.1, 15.6, 17.2, 17.3, 17.4, 18.8, 18.9, 19.1, 19.2, 22.1, 22.2, and 22.3 must refer to the last 3 social years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information requested in these items must refer to the last 3 social years and to the current social year.

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

Regarding the free text fields of the Empresas.Net system, if the information is not applicable, the issuer must indicate in the field itself the reasons justifying the non-presentation of the required information. For example, if the issuer has not carried out a public distribution offering of securities in the last 3 social years, it must inform in items 10.7.a, 10.7.b, and 10.7.c that they are not applicable, given that the issuer did not carry out a public distribution offering of securities in the last 3 social years.

In the case of the structured fields of the Empresas.Net 2.1/2 system, 3.5, 3.7, 3.8, 4.3, 4.4, 4.6, 8.3, 9.1.a, 9.1.b, 9.1.c, 12.3, 12.7, 12.9, 12.10, 16.2, 17.2, 17.3, 17.4, 18.4, 18.5, 19.1, 19.2, 19.3, and 20.1, if the information is not applicable, the issuer must, instead of filling them out, disclose the reasons for the non-presentation of the required information, through the "Justify" icon.

SECTION B. GUIDELINES REGARDING THE FILLING OUT OF THE REFERENCE FORM
2. AUDITORS
2.1. Information about independent auditors
In this item, information must be presented for the identification of the auditors and the services provided by them to the issuer.

In line with the information required in item 2.2 and with the provision of article 2 of CVM Instruction No. 381/03, services contracted related to independent audit must be described under letter "d", not only the services related to independent audit, but also any other services that are not external audit provided to the issuer by the independent auditor or by parties related to the independent auditor, as defined in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05.

If there is no provision of other services besides those related to external audit, this fact must be expressly stated in this same item.

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

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

2.2. Remuneration of independent auditors
The information about the total amount of remuneration of independent auditors must be provided only in relation to the last social year.

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

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

SELECTED FINANCIAL INFORMATION
3.3. Events subsequent to the last financial statements closing the social year
In this field, subsequent events that, in compliance with the rules provided in Technical Pronouncement CPC 24, approved by CVM Deliberation No. 593/09, appeared in the last financial statements

of closing of the fiscal year or, in the case of submission of the Reference Form due to a request for registration of public distribution, the latest accounting information disclosed by the issuer.
Such comments must contain the information provided for in the aforementioned accounting standard, such as: (a) the nature of the event; and (b) the estimate of its financial effect or a statement that such estimate cannot be made, in the case of significant subsequent events that did not result in adjustments. It is also important to include information regarding the date of authorization for the issuance of the financial statements, as they do not reflect events subsequent to that date. The issuer must make clear whether the information provided in this item refers to the individual or consolidated financial statements.

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

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

3.7. Issuer's level of indebtedness
With regard to what is demanded in letter “a”, the total amount of debt shall be understood as the sum of current liabilities and non-current liabilities.
The information disclosed in this item shall be provided based on the consolidated financial information, if the issuer is obliged to prepare them.

3.8. Issuer's obligations according to the nature and maturity date
In this item, the issuer must disclose, in table form, the amount of its obligations, segregated according to the type of debt guarantee – real guarantee, floating guarantee, and unsecured debts – and according to the maturity periods stipulated in letters “a” to “d” of this item.
Although there may be various subdivisions depending on the characteristics of the debts, the information on the issuer's indebtedness must be consolidated within the 3 categories mentioned in this item.
The basic information to be disclosed in the table provided for in this item, regarding the issuer's debt profile, aims to provide, to the investor, a classification of the debts that allows verifying which portion of these is guaranteed by the issuer's assets and which is not, thereby allowing an understanding of the order of preference of the debts, in an eventual creditors' contest of the issuer.

Thus, for the categorization of debts as required, the costliness of the guarantee to the issuer must be taken into account, and not to third parties.
Debts guaranteed by aval (guarantee of a third party) must be classified into one of the 3 categories set out in item 3.8. Debts without real or floating guarantee, regardless of the fact that they have a surety guarantee, must be classified as unsecured debts.
Debts guaranteed with third-party assets, as they do not encumber the issuer's assets, must be considered as unsecured debts and classified as such in the table provided for in this item.
In order to facilitate understanding by investors, the issuer must include information in item 3.8 itself regarding the criteria used for the segregation of its debts according to the categories provided for in the standard.
The issuer must also make clear, in the “Observation” field, whether the information provided in this item refers to the individual or consolidated financial statements.

RISK FACTORS
4.1. Description of risk factors
In this item, any risk factors that may influence the investment decision must be exposed, in order of relevance, in particular those related to the issuer and its controller, directly or indirectly, or control group, its shareholders, its subsidiaries and affiliates, its suppliers, its customers, with the sectors of the economy in which the issuer operates and its respective regulation, and with the foreign countries where the issuer operates. It is worth clarifying that the matters contained in letters “a” to “i” consist of an illustrative list. Thus, when filling out this field of the Form, the issuer must discuss the risk factors applicable to it that may influence the investment decision. The issuer may omit matters related to letters “a” to “i” of this item that are not applicable to it, but must add other matters not provided for in the illustrative list that are relevant to its activities and capable of influencing the investment decision. All risk factors applicable to the issuer must be described without mitigation or omission of relevant information. The risk factors must be clearly identified and described in clear and objective language, in order to allow their understanding by the investor, and their possible impacts on the issuer must also be commented on.

4.2. Comments on the expectation of reduction or increase in exposure to relevant risks
In this item, the issuer may comment, if they exist, on its expectations regarding the reduction or increase in its exposure to relevant risks described in the previous item.
In the comments, the internal or external factors to the issuer that support the opinion issued must be explicit.

4.3. Description of judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are parties
In this item, the issuer must describe, with the presentation of the information required in letters “a” to “i”, the judicial, administrative or arbitral proceedings in which it or its subsidiaries are parties, which are not under confidentiality and are individually relevant to the issuer or its subsidiaries. It is alerted that only judicial proceedings that run under seal of justice, administrative procedures that are conducted under confidentiality by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. Relevance shall be assessed by the issuer taking into consideration the capacity that the information would have to influence the investment decision. In the assessment of relevance, the issuer shall not limit itself only to the ability of the process to significantly impact its assets, its financial capacity or its business, or those of its subsidiaries, other factors that could influence the decision of the investing public must be considered, such as, for example, the image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of bylaw clauses. In this sense, in the description of the process, the issuer must clarify the reasons why it understands that the process is relevant. For a better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax and others). Regarding the identification of the parties (letter “d”), the parties constituting the passive pole and the active pole of the process must be identified. Regarding the “main facts” (letter “f”), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its subsidiaries, and the situation in which the process is located, must be offered in clear and objective language. With regard to the chance of loss (letter “g”), the following concepts must be considered:
(a) Probable: when the chance of one or more future events occurring is greater than the chance of not occurring; (b) Possible: when the chance of one or more future events occurring is less than probable, but greater than remote; (c) Remote: when the chance of one or more future events occurring is small. The analysis of the impact in case of loss of the process, required in letter “h”, must be done without omission of relevant information, demonstrating the amount of losses related to relevant processes and their possible impacts on the financial and asset situation of the issuer or its subsidiaries or on its business.

4.4. Description of judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are parties and whose opposing parties are administrators or former administrators, controllers or former controllers or investors of the Company or its subsidiaries
In this item, the issuer must describe, with the presentation of the information required in letters “a” to “i”, the judicial, administrative or arbitral proceedings, which are not under confidentiality, in which it or its subsidiaries are parties and whose opposing parties are administrators or former administrators, controllers or former controllers or investors of the Company or its subsidiaries. All processes that fit this definition must be described, since Annex 24 of CVM Instruction No. 480/09 does not mention the issue of relevance in item 4.4. It is alerted that only judicial proceedings that run under seal of justice, administrative procedures that are conducted under confidentiality by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. Regarding the identification of the parties (letter “d”), the parties constituting the passive pole and the active pole of the process must be identified. Regarding the “main facts” (letter “f”), all information necessary for investors to understand the cause discussed by the parties, its relevance to the issuer or its subsidiaries, and the situation in which the process is located, must be offered in clear and objective language. With regard to the chance of loss (letter “g”), the following concepts must be considered:
(d) Probable: when the chance of one or more future events occurring is greater than the chance of not occurring; (e) Possible: when the chance of one or more future events occurring is less than probable, but greater than remote; (f) Remote: when the chance of one or more future events occurring is small. The analysis of the impact in case of loss of the process, required in letter “h”, must be done without omission of relevant information or mitigation, demonstrating the amount of losses related to relevant processes and their possible impacts on the financial and asset situation of the issuer or its subsidiaries or on its business. Processes already described in item 4.3 may be cited in this item by reference.

4.5. Information on relevant confidential proceedings in which the issuer or its subsidiaries are parties that have not been disclosed in items 4.3 and 4.4
Regarding relevant confidential proceedings in which the issuer or its subsidiaries are parties, only the presentation of the following information is required, without the need to detail the cause: (a) analysis of the possible impact for the issuer or its subsidiaries, in case of loss, without mitigation or omission of relevant information on the subject; and (b) disclosure of the values involved in these processes. It is alerted that only judicial proceedings that run under seal of justice, administrative procedures that are conducted under confidentiality by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential.

4.6. Description of repetitive or connected judicial, administrative or arbitral proceedings, which are not under confidentiality and which are relevant collectively, in which the issuer or its subsidiaries are parties
In this item, the issuer must describe the judicial, administrative or arbitral proceedings repetitive or connected, based on similar facts and legal causes, which are not under confidentiality and which, when considered collectively, are relevant, in which the issuer or its subsidiaries are parties. It is alerted that only judicial proceedings that run under seal of justice, administrative procedures that are conducted under confidentiality by determination of the administrative authority, and arbitral procedures that, by the will of the parties, are confidential, are understood as confidential. Relevance shall be assessed by the issuer, taking into consideration the capacity that the information would have to influence the investment decision of investors. In the assessment of relevance, the issuer shall not limit itself only to the ability of the process to significantly impact its assets, its financial capacity or its business, or those of its subsidiaries, other factors that could influence the decision of the investing public must be considered, such as, for example, the image risks inherent to a certain practice of the issuer or legal risks related to the discussion of the validity of bylaw clauses. For a better understanding by investors, the information must be organized by nature (administrative, civil, labor, tax and others) and subdivided by similar causes. With regard to what is required in letter “c” of this item, all information necessary for investors to understand the practice of the issuer or its subsidiary that originated the contingency described must be offered in clear and objective language.

4.7. Description of other relevant contingencies not covered by the previous items
This item must be used for the presentation of information on other relevant contingencies not covered by the previous items, which the issuer considers important to support the investment decision or for the correct understanding, by investors, of its economic-financial situation, its business and the risks inherent to its activities and the securities issued by it.

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

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

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

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

6.6. Information on bankruptcy petition, based on a relevant value, or on judicial or extrajudicial recovery of the issuer, and on the current state of such petitions
In this item, the existence of bankruptcy petitions of the issuer based on a relevant value and of petitions for judicial or extrajudicial recovery of the issuer must be informed, presenting all the information necessary for investors to know and understand the effects of these events on the issuer, such as: values involved, petitioner, court where the petition is pending and its current state, measures eventually adopted by the issuer. It is emphasized that the decree of bankruptcy, judicial recovery, extrajudicial liquidation or the judicial homologation of extrajudicial recovery is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item XI of paragraph 3 and item VI of paragraph 4 of article 24 of CVM Instruction No. 480/09. Thus, the occurrence of these events will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form in the manner provided for in the legislation, with issuers subsequently in judicial recovery, in bankruptcy and in liquidation being exempted from the annual delivery of the Reference Form in the manner provided for in articles 36, 38 and 40 of CVM Instruction No. 480/09.

ISSUER'S ACTIVITIES
7.1. Description of the activities developed by the issuer and its subsidiaries
In this item, information useful and necessary for the investor to know the activities developed by the issuer and its subsidiaries must be provided to the market, such as the issuer's corporate purpose, market of operation, geographical diversification, among others.

7.2. Information on the issuer's operational segments
The information requested in letters “a” to “c” of this item must be provided for each of the operational segments that have been disclosed, in the manner of CVM Deliberation No. 582/09, which approved Technical Pronouncement CPC 22, in the latest closing of fiscal year statements or, when there are, in the consolidated financial statements.

7.3. Information on products and services related to the operational segments disclosed in item 7.2
The information provided in this item must be prepared considering, as provided for in item 7.2, the closing of fiscal year statements or, when there are, the consolidated financial statements.
Regarding the characteristics of the production process (letter “a”), information necessary for the understanding of the issuer's production process must be provided, in an objective manner, including, for example, information relating to: origin and holders of the technology used; comparison between annual production and installed capacity; comparison with productivity indicators characteristic of the activity sector; existence of insurance for machinery, equipment, products, etc.; risks inherent to the production process that may generate paralysis of activities, including time intended for maintenance and other relevant aspects for a better understanding of the production process. Regarding the characteristics of the distribution process (letter “b”), the methods of physical distribution of products and services must be informed, including information on the number of agencies, stores, dealers, fleet, etc., and also, if controlled companies, affiliates, direct or indirect holding companies or companies owned by the controlling shareholder are used in the process. The types of sales channels used must also be informed, such as intermediaries, representatives, own salespeople, etc. With regard to what is requested in letter “c”, factors that influence the behavior of the markets in which the company operates must be presented, in an objective manner,

such as: tax benefits, monopoly or oligopoly situations; subsidies; level of competition; costs of raw materials and other expenses; dependence on technology and labor; use of concessions and franchises; special legislation.

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

ECONOMIC GROUP

8.1. Description of the Economic Group in which the issuer is included
For the purposes of this item, an Economic Group is understood as the group of companies in which the issuer is included and which present common control. It covers the direct and indirect controllers of the issuer, as well as controlled and affiliated companies of the issuer and companies under common control.

Thus, the information requested in letters “a” to “e” must be provided regarding the companies mentioned above, regardless of whether the involved companies constitute a group of companies, by convention, in accordance with article 265 of Law No. 6,404/76.

It is emphasized that the change of controlling shareholders of the issuer, direct or indirect, as well as the carrying out of incorporation operations, share incorporation, merger or spin-off involving the issuer are two of the hypotheses that determine the update of the Reference Form by issuers registered in Categories A and B, as provided for in items V and VIII of paragraph 3 and in items III and IV of paragraph 4 of article 24 of Instruction 480/09.

Thus, the existence of a change in the controlling shareholders of the issuer, direct or indirect, as well as the carrying out of the restructuring operations mentioned above that come to alter the information contained in this item, will entail, without prejudice to the provisions of CVM Instruction No. 358/02, the need to update the Reference Form within 7 (seven) business days counted from the date of occurrence of the event, with the update of the information provided in light of item 8.1, as well as any other information provided in the Form that is affected by this event.

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

The importance of the alienated or acquired asset must be assessed by the issuer taking into account not only the value of alienation or acquisition, but also the relevance of the asset in the competitive, commercial or operational strategy of the economic group.

The operations already described in light of item 6.5 may be cited in item 8.3 by reference.

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

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

RELEVANT ASSETS

9.1. Description of non-current asset items relevant for the development of the issuer's activities
For the purposes of items “vii” and “ix” of letter “c”, the book value of the participations to be reported corresponds to the value recorded in the non-current asset, that is, to the value resulting from the application of the equity method, in the case of controlled and affiliated companies, or by acquisition cost, net of provision for probable losses in the realization of its value, when this loss is proven to be permanent, in the case of other participations.

With regard to items “viii” and “x” of letter “c”, for the purpose of calculating the market value of the participation, the closing quote of the last business day of the fiscal year in which there was a transaction must be considered. The information must be provided considering the type and class of the shares subject to the participation.

DIRECTORS' COMMENTS

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

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

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

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

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

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

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

Trend is an inclination already known by the administration, based on premises and foundations explicitly placed and that can influence the development of the issuer's business, with regard to prices, costs, market development, among other relevant aspects. The trend is not confused with projection because it is not quantified.

It is still worth noting on these items, that the administrators must weave their comments in the most objective way possible, specifically treating the theme provided for by the statement. Care must be taken with excessive generality in comments, as this can lead to misinformation.

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

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

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

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

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

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

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

PROJECTIONS

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

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

In line with the provisions of items II, III and IV of paragraph 1 of article 20 of CVM Instruction No. 480/09, it is worth noting that the projections disclosed by the issuer in this item of the Reference Form, and in the manner of CVM Instruction No. 358/02, must be:
(a) identified as hypothetical data that do not constitute a promise of performance; (b) reasonable; and (c) accompanied by the relevant premises, parameters and methodology adopted, and whenever the projections and estimates are provided by third parties, the sources must be indicated.

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

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

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

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

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

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

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

GENERAL MEETING AND ADMINISTRATION

12.1. Description of the administrative structure of the issuer
With regard to what is requested in letters “c” and “e”, any types of performance evaluation mechanisms of the bodies or committees that make up the administrative structure of the issuer must be informed, as well as any types of performance evaluation mechanisms of the members of the board of directors, the committees and the executive board, even if these evaluation mechanisms do not directly influence the determination of the remuneration of the components.

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

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

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

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

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

12.3. Dates and newspapers of publication of the information required by Law No. 6,404/76
In this item, the issuer must inform, in table form:
(a) the name of the official body of the Union, State or Federal District, according to the place where the issuer's headquarters is located, and of the newspaper of large circulation edited in the place where the issuer's headquarters is located, which have been used by the company, in the manner of article 289 of Law No. 6,404/76, for the publication of the information cited in letters “a” to “d” of this item; and (b) date of publication of the information cited in letters “a” to “d” of this item.

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

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

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

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

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

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

It is worth remembering that Instruction 480/09 included, in item I of paragraph 3 and in item I of paragraph 4 of article 24, as a hypothesis that determines the update of the Reference Form, the change:
(a) of administrator or member of the audit committee of the issuer, for issuers registered in Category A; and (b) of administrator, for issuers registered in Category B.

Thus, the occurrence of these events will entail the need to update the Reference Form within 7 (seven) business days of the date of the election, with the update of the information on the administrators or members of the audit committee provided by Category A issuers in light of items 12.6, 12.8, 12.9 and 12.10 and by Category B issuers in light of items 12.9 and 12.10, as well as any other information provided in the Form that is affected by these events. If the event depends on the homologation of a specific regulatory body, the issuer must expressly state this information in item 12.12.

It is worth noting that the above update must be carried out even in cases of reelection.

12.7. Identification of members of statutory committees and of audit, risk, financial, and remuneration committees
In this item, the issuer must indicate, in table format, the same information required in letters “a” to “j” of item 12.6, regarding:
(a) members of audit, risk, financial, and remuneration committees or similar organizational structures, created by statutory provision; (b) members of audit, risk, financial, and remuneration committees or organizational structures, in cases where these, even if not statutory, participate in the decision-making process of the issuer’s administrative or management bodies as consultants or auditors; (c) members of other committees provided for in the issuer’s Bylaws.

12.8. Information about administrators and members of the fiscal council
In compliance with letter “b” of this item, the following information must be provided regarding administrators and members of the issuer’s fiscal council, concerning events that have occurred during the last 5 years:
(a) any criminal conviction, indicating the stage at which the process is; (b) any conviction in a CVM administrative process and the penalties applied, indicating whether the corresponding process is under appeal to the Council of Resources of the National Financial System; (c) any final judgment, in the judicial or administrative sphere, that has suspended or disqualified them from practicing any professional or commercial activity.

ADMINISTRATOR REMUNERATION

13.1. Description of the remuneration policy or practice of the board of directors, statutory and non-statutory management, the fiscal council, statutory committees, and audit, risk, financial, and remuneration committees
In this item, the issuer must describe, clearly and objectively, the remuneration policy or practice adopted by it for the members:
(a) of the board of directors, statutory and non-statutory management, and the fiscal council; (b) of audit, risk, financial, and remuneration committees or similar organizational structures, created by statutory provision; (c) of audit, risk, financial, and remuneration committees or similar organizational structures, even if not statutory, in case such committees or structures participate in the decision-making process of the issuer’s administrative or management bodies as consultants or auditors; and (d) of other committees provided for in the issuer’s Bylaws.

The qualitative description of the remuneration policy or practice must include, at minimum, the information required in letters “a” to “g” of this item, and the issuer may provide additional information deemed pertinent for better understanding by investors, such as changes implemented relative to policies or practices adopted in previous fiscal years. To facilitate understanding by investors, it is recommended that, whenever there are significant variations between remuneration practices and policies among different bodies, the information requested in this item be presented by body. The issuer must describe the elements that make up the total remuneration practiced by it and the objectives of each (item 13.1.b.i). “Remuneration elements” are understood as the remuneration portions described in letter “c” of item 13.2. Thus, the remuneration elements described in item 13.1.b.i must be consistent with the information provided in item 13.2 and vice-versa. The issuer must also describe direct and indirect benefits, disclosing their components. Direct or indirect benefits are understood as the right to private pension plans, medical, dental, life, automobile insurance, etc. Post-employment benefits were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600/09. In compliance with item 13.1.b.ii, the issuer must inform the participation held by each remuneration element described in item 13.1.b.i in the total remuneration. Such information must be provided for each body, committee, or similar structure cited in item 13.1, and the issuer may present them in the form of a graph or table. The issuer must also present all information necessary for understanding the methodology used to establish the value and method of adjustment of remuneration (item 13.1.b.iii), describing the organizational structures involved, the responsibility of each body and member involved, as well as the criteria used by them. For example, if the issuer takes market practices into consideration for fixing and adjusting remuneration, it must specify how the company monitors and verifies these practices, and must also include detailed information about the comparison criteria used (for example, based on companies of the same size or different size, same sector or different sectors, etc.). Regarding performance indicators taken into consideration for determining each element of remuneration (item 13.1.c), the issuer must, without needing to specify internal targets established, disclose the indicators used by it to assess individual or company performance, especially regarding the variable portions of remuneration, indicating if these are based, for example, on the result of product and service sales, the company’s operating result, net revenue, EBITDA, market value of shares, etc. In compliance with item 13.1.f, the issuer must inform if there are portions of remuneration received by administrators and other persons cited in the caput of item
13.1, due to the exercise of office in the issuer, that are supported by subsidiaries, controlled entities, or direct and indirect controllers. Such information must also include the identification of the type of remuneration received (considering the remuneration portions described in letter “c” of item 13.2) and the company or controller that supported it.

13.2. Remuneration of the board of directors, statutory management, and the fiscal council
In this item, the issuer must provide, in table format, by body, quantitative data on the annual remuneration attributed to the board of directors, statutory management, and the fiscal council, segregated between their different fixed and variable components, according to the content specified in letters “a” to “e” of this item. The information must refer not only to the remuneration recognized in the issuer’s results for the last three fiscal years but also to that forecast for the current fiscal year, discriminating the remuneration portions described in letter “c”. Direct or indirect benefits are understood as the right to private pension plans, medical, dental, life, automobile insurance, etc. Post-employment benefits were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600. Values of share-based remuneration must be informed in line with the definition of share-based remuneration, paid in shares or cash, contained in CVM Deliberation No. 562/08, which approved Technical Pronouncement CPC 10. The number of members of each body (letter “b”) must correspond to the annual average of the number of members of each body calculated monthly, with two decimal places. For example: in a company whose monthly distribution of the number of members of a certain body is as described in the table below, the number of members must be calculated as specified below:
Month No. members
January 7
February 7
March 7
April 7
May 6
June 6
July 7
August 7
September 5
October 5
November 5
December 5
Total 74
No. of members (item 13.2 “b”) = 74/12 months = 6.17 members The issuer must make clear in the “Observation” field of item 13.2 itself that the number of members of each body (letter “b”) was calculated as specified above.
To avoid duplication, remuneration values must be calculated by body. In cases where the same administrator holds a position in statutory management and in the board of directors, the remuneration received by him as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management, and vice-versa.

The value, per body, of remuneration (letter “d”) corresponds to the total annual remuneration of each of the bodies, that is, the sum of all portions covered in letter “c” that have been attributed to the members of the body in the fiscal year.
The total value of remuneration of the board of directors, statutory management, and the fiscal council (letter “e”) corresponds to the sum of the total remunerations of the three bodies indicated in letter “d”.
Information regarding the current fiscal year must be presented considering the number of members and the annual remuneration forecast by the issuer.
It is noted that Instruction CVM No. 480/09 allowed, in its article 67, that issuers omit from this section of the Reference Form information relating to the fiscal years of 2007 and 2008.

13.3. Variable remuneration of the board of directors, statutory management, and the fiscal council
In this item, the issuer must provide, in table format, by body, additional information on the values reported in the table provided in item 13.2 regarding bonuses and profit-sharing attributed by it to members of the board of directors, statutory management, and the fiscal council.
The information required in letters “a” to “d” must be provided not only regarding the variable remuneration of the last 3 fiscal years but also that forecast for the current fiscal year.
Information regarding the current fiscal year must be presented considering the number of members and the annual variable remuneration forecast by the issuer.
To avoid duplication, annual remuneration values must be calculated by body. In cases where the same administrator holds a position in statutory management and in the board of directors, the remuneration received by him as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management, and vice-versa. The number of members of each body (letter “b”) must correspond to the number of directors and councilors to whom variable remuneration recognized in the issuer’s result in the fiscal year was attributed. The information required in letters “c” and “d” must be provided in current currency, even when the remuneration attributed as bonus or profit-sharing is fixed based on another criterion, such as number of salaries. In this case, the issuer may include in a note to the table provided in item 13.3 information about the criterion actually used for calculating these remunerations. The table required in this item must be presented according to the model below and must be consistent with the values reported in table 13.2, comprising all portions referring to bonuses and profit-sharing recognized in the issuer’s result.

It is noted that Instruction CVM No. 480/09 allowed, in its article 67, that issuers omit from this section of the Reference Form information relating to the fiscal years of 2007 and 2008.
Variable remuneration forecast for the current fiscal year (20XX) Board of Directors | Statutory Management | Fiscal Council | Total No. of members Bonus Minimum value forecast in the remuneration plan Maximum value forecast in the remuneration plan Value forecast in the remuneration plan, if targets were met Value effectively recognized in the result of the last 3 fiscal years Profit-sharing Minimum value forecast in the remuneration plan Maximum value forecast in the remuneration plan Value forecast in the remuneration plan, if targets were met Value effectively recognized in the result of the last 3 fiscal years

Variable remuneration - fiscal year ended xx/xx/xxxx Board of Directors | Statutory Management | Fiscal Council | Total No. of members Bonus Minimum value forecast in the remuneration plan Maximum value forecast in the remuneration plan Value forecast in the remuneration plan, if targets were met Value effectively recognized in the result of the last 3 fiscal years Profit-sharing Minimum value forecast in the remuneration plan Maximum value forecast in the remuneration plan Value forecast in the remuneration plan, if targets were met Value effectively recognized in the result of the last 3 fiscal years

13.5. Information, by body, on holdings held by members of the board of directors, statutory management, and the fiscal council.
In this item, the issuer must inform, in consolidated form, by body, without need for individualization of the administrator, the total quantity of the following securities held by members of the board of directors, statutory management, or the fiscal council on the date of closing of the last fiscal year:
(a) shares or quotas directly or indirectly held, in Brazil or abroad, issued by the issuer, its direct or indirect controllers, controlled societies, or under common control; and (b) other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controllers, controlled societies, or under common control. It is noted that item 13.5 does not restrict the disclosure of shares, quotas, or other securities held by administrators and members of the fiscal council to those whose possession or acquisition is linked to the office they perform in the issuer. Therefore, all securities referred to in this item must be listed by the issuer. In presenting the information, the issuer must identify the issuing company of the reported securities. Regarding eventual indirect participations held through investment funds or similar vehicles, the understanding expressed in the sole paragraph of article 20 of Instruction CVM No. 358/02 must be applied, which excluded from the concept of indirect negotiation transactions carried out through investment funds, provided that such funds are not exclusive, nor can the fund’s negotiation decisions be influenced by the quota holders.

13.6. Share-based remuneration of the board of directors and statutory management
In this item, the issuer must present, in table format, quantitative information regarding share-based remuneration recognized in the issuer’s result for the last 3 fiscal years and that forecast for the current fiscal year, of the board of directors and statutory management, according to the content specified in letters “a” to “e” of this item. To avoid duplication, annual remuneration values must be calculated by body. In cases where the same administrator holds a position in statutory management and in the board of directors, the remuneration received by him as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management, and vice-versa. The number of members of each body (letter “b”) must correspond to the number of directors and councilors to whom share-based remuneration recognized in the issuer’s result in the fiscal year was attributed. Regarding all data resulting from evaluations or calculations made by management, such as in the case of information requested in items “c.vi”, “d” and “e”, the issuer must report in item 13.9 the data, models, and assumptions used.

It is noted that Instruction CVM No. 480/09 allowed, in its article 67, that issuers omit from this section of the Reference Form information relating to the fiscal years of 2007 and 2008.
The table required in this item must be presented according to the model below.
Share-based remuneration forecast for the current fiscal year (20XX) Board of Directors | Statutory Management No. of members Grant of stock purchase options Grant date Number of options granted Time for options to become exercisable Maximum time for exercise of options Restriction period on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on grant date Potential dilution in case of exercise of all granted options

Share-based remuneration - fiscal year ended xx/xx/xxxx Board of Directors | Statutory Management No. of members Grant of stock purchase options Grant date Number of options granted Time for options to become exercisable Maximum time for exercise of options Restriction period on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on grant date Potential dilution in case of exercise of all granted options

13.7. Outstanding options of the board of directors and statutory management at the end of the last fiscal year
In this item, the issuer must present, in table format, information regarding outstanding options of the board of directors and statutory management, at the end of the last fiscal year, according to the content specified in letters “a” to “d” of this item.

To avoid duplication, annual remuneration values must be calculated by body. In cases where the same administrator holds a position in statutory management and in the board of directors, the remuneration received by him as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management, and vice-versa. The number of members of each body (letter “b”) must correspond to the number of directors and councilors linked to the options plan. Regarding all data resulting from evaluations or calculations made by management, such as in the case of information requested in items “c.vi”, “d” and “e”, the issuer must report in item 13.9 the data, models, and assumptions used. The table required in this item must be presented according to the model below. Outstanding options at the end of the fiscal year ended xx/xx/xxxx Board of Directors | Statutory Management No. of members Options not yet exercisable Quantity Date on which they will become exercisable Maximum time for exercise of options Restriction period on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Exercisable options Quantity Maximum time for exercise of options Restriction period on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Fair value of total options on the last day of the fiscal year

13.8. Exercised options and delivered shares relating to share-based remuneration of the board of directors and statutory management
In this item, the issuer must present, in table format, information regarding exercised options and delivered shares relating to share-based remuneration of the board of directors and statutory management, in the last 3 fiscal years, according to the content specified in letters “a” to “d” of this item. The number of members of each body (letter “b”) must correspond to the number of directors and councilors linked to the options plan. Regarding all data resulting from evaluations or calculations made by management, such as in the case of information requested in items “c.vi”, “d” and “e”, the issuer must report in item 13.9 the data, models, and assumptions used. The table required in this item must be presented according to the model below.

Exercised options - fiscal year ended xx/xx/xxxx Board of Directors | Statutory Management No. of members Exercised options Number of shares Weighted average exercise price Difference between exercise value and market value of shares relating to exercised options Delivered shares Number of delivered shares Weighted average acquisition price Difference between acquisition value and market value of acquired shares

13.9. Information necessary for understanding the data disclosed in items 13.6 to 13.8
In this item, the issuer must ensure that the information provided is sufficient to allow understanding of the information provided in items 13.6 to 13.8 by reasonably informed investors.

13.10. Pension plans in force granted to members of the board of directors and statutory directors
In this item, the issuer must present, in table format, information on pension plans in force granted to members of the board of directors and statutory directors, according to the content specified in letters “a” to “h” of this item.
The number of members of each body (letter “b”) must correspond to the number of directors and councilors linked to the pension plan.
The table required in this item must be presented according to the model below.
If there is more than one pension plan in force, the information must be presented by plan.
Board of Directors | Statutory Management
No. of members
Name of the plan
Number of administrators who meet conditions to retire Conditions for early retirement Current updated accumulated value of accumulated contributions until the closing of the last fiscal year, discounted the portion relating to contributions made directly by administrators Total accumulated value of contributions made during the last fiscal year, discounted the portion relating to contributions made directly by administrators Possibility of early withdrawal and conditions

13.11. Value of the highest, lowest, and average individual remuneration of the board of directors, statutory executive board, and audit committee.
In this item, the issuer must inform, in table format, by body, the value of the highest, lowest, and average annual individual remuneration of the board of directors, statutory executive board, and audit committee, for the last three fiscal years.
The information provided must be consistent with the values indicated in the table provided for item 13.2, and must include all components of remuneration included therein.
To avoid duplication, the values reported must be calculated by body. In cases where the same administrator holds a position in both the statutory executive board and the board of directors, the remuneration received by him in his capacity as a member of the board of directors shall not be computed for the purpose of calculating the remuneration of the executive board, and vice versa. The number of members of each body must correspond to the number of members of the respective body reported in letter "b" of item 13.2. The average annual remuneration of each body must correspond to the division of the total annual remuneration of each body (letter "d" of item 13.2) by the number of members reported for the respective body (letter "b" of item 13.2). The value of the lowest annual individual remuneration of each body must be calculated excluding all members of the respective body who held the position for less than 12 months. If it is necessary to adopt this procedure, the issuer must clearly state in the "Observation" field of item 13.11 itself that the value was calculated with the exclusion of body members. If all members held the position for less than 12 months, the value of the lowest annual individual remuneration must be calculated considering the remuneration actually recognized in the result of the fiscal year. The value of the highest annual individual remuneration of each body must be calculated without any exclusion, considering all remuneration recognized in the result. The issuer must also inform, in a note within item 13.11 itself, the number of months in which the respective member exercised their functions in the entity. It is noted that CVM Instruction No. 480/09, in its article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008. Only companies that do not provide the information required due to a court decision must leave the field blank and, through the "Justification for non-filling" icon, mention the aforementioned court decision, identifying the case number and the court in which it is proceeding.

13.12. Contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators.
The information provided in this item must allow the investor a complete understanding of the logic of the remuneration and indemnification mechanisms for administrators, if removed from their positions or retired.

13.13. Percentage of the total remuneration of each body attributed to members of the board of directors, statutory executive board, or audit committee who are related parties to the issuer's controllers.
In this item, the issuer must inform the percentage participation in the total annual remuneration of each body (reported in letter "d" of item 13.2) held by members of the board of directors, statutory executive board, and audit committee who are related parties to the direct and indirect controllers of the issuer. The information must be provided for the last 3 fiscal years and must be calculated considering the concept of related party contained in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05. It is noted that CVM Instruction No. 480/09, in its article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.14. Remuneration of members of the board of directors, statutory executive board, or audit committee received for any reason other than the function they hold.
In this item, the issuer must inform in a consolidated manner, by body, the annual values recognized in its result as remuneration of members of the board of directors, statutory executive board, and audit committee that were received for any reason other than the function held, such as commissions and consulting or advisory services provided. The information must be provided for the last 3 fiscal years. It is noted that CVM Instruction No. 480/09, in its article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.15. Remuneration of members of the board of directors, statutory executive board, or audit committee recognized in the result of the issuer's controllers, entities under common control, and subsidiaries of the issuer.
Item 13.15 does not restrict the disclosure of the required information to remuneration borne by subsidiaries of the issuer, its direct or indirect controllers, and entities under common control, which have been attributed to administrators and audit committee members due to the exercise of their position in the issuer. In this item, the following must be informed in a consolidated manner, by body:
(a) the components of remuneration borne by subsidiaries of the issuer, its direct or indirect controllers, and entities under common control, which have been attributed to members of the board of directors, statutory executive board, and audit committee due to the exercise of their position in the issuer (whose existence must be reported in item 13.1.f); (b) other remuneration received by administrators and audit committee members of the issuer that has been recognized in the result of the issuer's subsidiaries, the issuer's direct or indirect controllers, or entities under common control. The information must be provided on an annual basis, for the last 3 fiscal years. In the calculation, remuneration received under any title, in Brazil or abroad, must be included, and it must also be specified under what title the reported values were attributed to members of the board of directors, statutory executive board, or audit committee. The information must be provided in a consolidated manner, by type of body and entity (issuer's subsidiaries, issuer's direct or indirect controllers, and entities under common control), without the need to identify the corporate name of these entities.

HUMAN RESOURCES
14.1. Information on the issuer's human resources
The information provided in item 14 must consider the issuer's human resources; generally, there is no obligation to disclose information from subsidiaries. If the issuer deems it appropriate to also disclose consolidated information, it may do so additionally, clearly segregating the two sets of information. The information regarding the turnover index (letter "c") must refer only to the issuer's employees, or, in the case mentioned above, to the issuer's employees and its subsidiaries. Regarding the issuer's exposure to labor liabilities and contingencies (letter "d"), the issuer may refer to information that has been previously provided on the subject in items 4.3 to 4.7 of the Form.

14.3. Description of the remuneration policy for the issuer's employees
In describing the characteristics of employee remuneration plans based on shares (non-administrators), the issuer may refer to information previously provided on the subject in item 13.4 of the Form, provided that all information required in letters "a" to "c" of this item is provided there, in a clearly identifiable manner.

CONTROL
15.1. Identification of the controlling shareholder or group of controlling shareholders
In this item, the issuer must provide updated information on the identification and participation held by the controlling shareholder or group of controlling shareholders of the issuer, down to the natural person, in line with the information required in letters "a" to "i".
All participations held, directly or indirectly, by the controlling shareholder or group of controlling shareholders in the issuer's share capital must be reported.
If the shareholder or participant in the group of controlling shareholders is a legal entity, a list must be prepared containing the information referred to in letters "a" to "d" of this item, identifying its direct and indirect controllers, down to the controllers who are natural persons, regardless of any confidential treatment given to the information due to legal transaction or the legislation of the country where the partner or controller is incorporated or domiciled. It is noted that, unlike the system adopted in the Annual Information Form (IAN), the information required in letter "h" must be provided even if the legal entity shareholder is a publicly-held company. In line with the decision issued by the CVM Collegiate Body, on 18.03.2008, during the reform of CVM Deliberation No. 525/07, we remind that:
(a) there are cases where shareholders do not have shareholders to be identified, such as mixed-economy companies (whose controller is the Union, State, or Municipality, which in turn do not have shareholders), multilateral organizations (their controllers would be their respective sponsoring countries), and pension funds and endowments (which have participants and not shareholders); and (b) an investment fund or similar vehicle must identify, when it is required to report down to the natural person level, the unit holder that controls it, if any, using the same criterion that, if it were a publicly-held company, would be sufficient to consider the participation as that of a controlling shareholder. The participations reported in letters "e" and "f" must be calculated considering the total number of shares issued, including any treasury shares. As the date of the last change (letter "i"), the base date of the last information provided in this item must be reported. It is noted that the change of the issuer's controlling shareholders, direct or indirect, or variations in their share positions equal to or greater than 5% (five percent) of the same species or class of shares of the issuer is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided in item V of paragraph 3 and item III of paragraph 4 of article 24 of Instruction 480/09. Thus, the occurrence of any of these events will necessitate the update of the Reference Form within 7 (seven) business days counted from the date the issuer becomes aware, with the update of the information provided due to item 15.1, as well as any other information provided in the Form that is affected by these events. It is also noted that whenever item 15.1 is updated, items 15.3 "d" and 19.2 must also be updated.

15.2. Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares
In this item, the issuer must provide information on the identification of shareholders, or groups of shareholders acting in concert or representing the same interest, whose total participation, direct or indirect, is equal to or greater than 5% of the same class or species of shares, which are not listed in item 15.1, in line with the information required in letters "a" to "g". All participations held in species or classes of shares must be reported in compliance with letter "d", even if the percentage held in the species or class distinct from that in which the shareholder holds a relevant participation is less than 5% of the shares. If there is indirect participation in the total participation, this participation must also be reported. If the relevant participation is held jointly by different investment funds or portfolios managed by the same institution, it is admitted that the identification of the funds or portfolios be replaced by the indication of the administrator's name, with the presentation of the total participation held by the funds/portfolios managed by him. In this case, the issuer must make it clear that the indicated participation is held by different investment funds or portfolios. As the date of the last change (letter "g"), the base date of the last information provided in this item must be reported. It should be noted that the Reference Form is a periodic obligation provided for in article 24 of CVM Instruction No. 480/09 and must be presented updated annually within 5 (five) months counted from the date of closing of the fiscal year. Thus, in the annual presentation of the Reference Form, the issuer must consult its shareholder list and insert into the Form the data on shareholders who hold 5% or more of the same class or species of shares, regardless of the receipt of the communications provided for in article 12 of CVM Instruction No. 358/02. It is noted that CVM Instruction No. 480/09 provides, in items VI and VII of paragraph 3 of article 24, that the Reference Form must be updated by issuers registered in Category A:
(a) when any natural or legal person, or group of persons representing the same interest, reaches a participation, direct or indirect, equal to or greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change; (b) when the variation in the share position of the aforementioned persons exceeds 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change. Thus, the receipt by the issuer of the communication provided for in article 12 of CVM Instruction No. 358/02 will necessitate the update of the Reference Form within 7 (seven) business days counted from the receipt of the communication, with the update of the information provided due to item 15.2, as well as any other information provided in the Form that is affected by this event. It is also noted that whenever item 15.2 is updated, items 15.3 "d" and 19.2 must also be updated.

15.3. Capital distribution
In this item, the issuer must describe, in table format, the distribution of its share capital, as calculated at the last shareholders' general meeting.
In letters "a", "b", and "c", the quantities of natural and legal person shareholders of the issuer and the approximate quantity of institutional investors must be reported, without excluding shareholders who have been reported in items 15.1 and 15.2 as controlling shareholders or holders of 5% or more of the ordinary or preferred shares. Regarding the information on the number of shares in circulation, by class and species (letter "d"), it is worth remembering that article 62 of CVM Instruction No. 480/09 defines, as shares in circulation, all shares of the issuer, excluding those owned by the controller, persons linked to him, the issuer's administrators, and shares held in treasury. As provided in paragraph 1 of this same article of the Instruction, a linked person is understood to be a natural or legal person, fund, or universality of rights, that acts representing the same interest of the person or entity to which it is linked. It is worth remembering that whenever items 15.1 or 15.2 are updated, item 15.3 "d" must also be updated.

15.4. Organizational chart of the issuer's shareholders
The organizational chart requested in item 15.4 is optional information. Its purpose is to facilitate the visualization of the information presented in items 15.1 and 15.2 regarding the issuer's control structure and share distribution.
For this reason, it must be compatible with the information provided in those items, but does not need to be at the same level of detail.
It should be noted that, if the issuer chooses to present the organizational chart, there will be a need to update it whenever the information related to items 15.1 and 15.2 is updated.

15.5. Information on shareholders' agreements that regulate the exercise of voting rights or the transfer of shares issued by the issuer
In this item, the issuer must describe, with the presentation of the information required in letters "a" to "g" of this item, any shareholders' agreement that regulates the exercise of voting rights or the transfer of shares issued by the issuer, that:
a) is filed at its headquarters; or b) the controller is a party to, regardless of its filing at the issuer's headquarters.
In this regard, it is worth remembering that article 43 of CVM Instruction No. 480/09 provides that the controller must promptly provide the issuer with all information necessary to comply with the legislation and regulation of the securities market.
It is also worth remembering that the celebration, alteration, or rescission of a shareholders' agreement filed at the issuer's headquarters or of which the controller is a party, regarding the exercise of voting rights or control power of the issuer, is a hypothesis that determines the update of the Reference Form by Category A issuers, as provided in item X of paragraph 3 of article 24 of Instruction 480/09. Thus, the occurrence of any of these events, which affects the information provided in item 15.5, will necessitate, without prejudice to the provisions of CVM Instruction No. 358/02, the update of the Reference Form within 7 (seven) business days counted from the date of its filing at the issuer's headquarters, with the update of the information provided in item 15.5, as well as any other information provided in the Form that is affected by these events.

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

TRANSACTIONS WITH RELATED PARTIES
For the provision of the information requested in the items of this Section, the concept of related party contained in CVM Deliberation No. 560/09, which approved Technical Pronouncement CPC 05, must be considered.
If the issuer does not adopt rules, policies, or practices regarding the conduct of transactions with related parties (item 16.1), it must expressly state this fact.
In this case, the issuer may also inform the reason why it does not adopt these procedures or about any projects for the implementation of new practices, stage of development, and estimated time for adoption.
The information requested in item 16.2 regarding transactions with related parties that, according to accounting standards, are disclosed in the individual or consolidated financial statements, must be provided regarding transactions:
(a) that are in force in the current fiscal year; and (b) that were celebrated in the last 3 fiscal years, even if these transactions are no longer in force in the current fiscal year.
Regarding the provision in item 16.3, the issuer must clearly and objectively identify the measures adopted to avoid conflicts of interest, as well as provide all necessary information to demonstrate that the operations were carried out based on strictly commutative conditions or with adequate compensatory payment similar to those that could be established in transactions with unrelated parties, informing, among other things, terms and conditions applied in the operation and the existence of any eventual guarantees.
SHARE CAPITAL
The information requested in the items of this section must be provided even if homologation by a specific regulatory body is pending, and the issuer must expressly state this information in item 17.5.
Regarding item 17.1, it must be informed in the Empresas.Net system, regarding "Date of authorization or approval":
(a) in the case of information on authorized capital, the date of the last deliberation on the subject; and (b) in the case of information on issued capital, subscribed capital, and paid-up capital, the date of the last change in the information.
It is worth noting that Instruction 480/09 provides, in items II and III of paragraph 3 and item II of paragraph 4 of article 24, that the Reference Form must be updated:
(a) when there is a change in share capital or the issuance of new securities, even if subscribed privately, in the case of issuers registered in Categories A; (b) when there is the issuance of new securities, even if subscribed privately, in the case of issuers registered in Categories B. Thus, the occurrence of any of these events will necessitate the update of the Reference Form within 7 (seven) business days counted from the respective date of change or issuance, with the update of the information affected by these events provided by issuers registered in Category A in items 17.1, 17.2, 17.3, and 17.4 and by Category B issuers in item 17.1, as well as any other information provided in the Form that is affected by this event.
SECURITIES
18.1. Description of the rights of each class and species of issued share
In this item, the issuer must describe the rights of each class or species of shares issued by it, with the presentation of the information required in letters "a" to "i" of this item.
The information requested in this item must be described considering the rights and rules provided for in the issuer's Bylaws.
It is worth remembering that the alteration in the rights and advantages of the issued securities is a hypothesis that determines the update of the Reference Form by Category A issuers, as provided in item IV of paragraph 3 of article 24 of Instruction 480/09.
Thus, the occurrence of this event will necessitate the update of the Reference Form within 7 (seven) business days counted from the date the alteration becomes effective, with the update of the information provided in attention to items 18.1, 18.2, and 18.3, as well as any other information provided in the Form that is affected by these events.

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

SHARE BUYBACK PLANS AND TREASURY SECURITIES

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

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

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

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

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

Sincerely,

ELIZABETH LOPEZ RIOS MACHADO
Superintendent of Corporate Relations