Circular Letter CVM/SEP 07/2011: General Guidelines for Preparing the Reference Form

CIRCULAR LETTER/CVM/SEP/N°007/2011
Rio de Janeiro, May 10, 2011
SUBJECT: General guidelines on the preparation of the Reference Form

Dear Director of Investor Relations,

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

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

This Circular Letter consolidates the guidelines previously issued regarding the preparation and submission of the Reference Form.

It is emphasized that the new guidelines present in this Circular Letter originate, mainly, from the analyses carried out by SEP in the previous year on the information provided by issuers in the Reference Form. In this supervision, it was observed that several of the improvement requirements issued by SEP were provoked by the non-observance of the guidelines issued in the previous Circular Letter, as well as by flaws occurring in the preparation and review process of the document before its submission and disclosure to the market.

The Reference Form was conceived to be one of the main periodic documents of the issuer, gathering relevant information for the understanding and evaluation of the company and the securities issued by it. For this reason, comprehensive information is required in this Form, originating from different areas of the company.

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

In this sense, we recommend reading Orientation Pronouncement No. 09 on “Preparatory Instructions for the Reference Form”, which was issued on 04/27/2011 by the Market Information Disclosure Guidance Committee-CODIM (www.codim.org.br).

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

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

SUBMISSION AND UPDATE OF THE REFERENCE FORM
GUIDELINES APPLICABLE TO THE ENTIRE FORM
2.1. General rules on the preparation and disclosure of information
2.2. Field “other information deemed relevant”
2.3. Scope and content of information provided
2.4. Non-applicable information

SECTION B. GUIDELINES FOR THE PREPARATION OF THE REFERENCE FORM

AUDITORS
2.1. Information about independent auditors
2.2. Remuneration of independent auditors
2.3. Other information deemed relevant
SELECTED FINANCIAL INFORMATION
3.1. Selected financial information
3.2. Non-accounting measurements
3.3. Events subsequent to the latest financial statements closing the social year
3.4. Description of the policy for the allocation of results of the last 3 social years
3.5. Dividend distributions and profit retentions occurring in the last 3 social years
3.7. Level of issuer's indebtedness
3.8. Issuer's obligations according to the nature and maturity date
RISK FACTORS
4.1. Description of risk factors
4.2. Comments on the expectation of reduction or increase in exposure to relevant risks
4.3. Description of judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties
4.4. Description of judicial, administrative, or arbitral proceedings in which the issuer or its controlled companies are parties and whose opposing parties are administrators or former administrators, controllers or former controllers, or investors in the Company or its controlled companies
4.5. Information about relevant confidential proceedings in which the issuer or its controlled companies are parties and which have not been disclosed in items 4.3 and 4.4
4.6. Description of repetitive or connected judicial, administrative, or arbitral proceedings, which are not confidential and which are relevant collectively, in which the issuer or its controlled companies are parties
4.7. Description of other relevant contingencies not covered by the previous items
MARKET RISKS
5.1. Description of the main market risks
5.2. Description of the market risk management policy adopted by the issuer
ISSUER HISTORY
6.3. Brief history of the issuer
6.5. Description of the main corporate events through which the issuer or any of its controlled or affiliated companies have passed
6.6. Information about bankruptcy petitions, provided they are based on relevant value, or about judicial or extrajudicial reorganization of the issuer, and about the current status of such petitions
ISSUER ACTIVITIES
7.1. Description of activities developed by the issuer and its controlled companies
7.2. Information about operational segments of the issuer
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
ECONOMIC GROUP
8.1. Description of the Economic Group in which the issuer is included
8.2. Organizational chart of the economic group
8.3. Description of restructuring operations occurred in the group
RELEVANT ASSETS
9.1. Description of non-current assets relevant for the development of the issuer's activities
COMMENTS BY DIRECTORS
10.1. and 10.2. Financial and equity conditions and Result of operations
10.3. Events with relevant effects, occurred and expected, in the financial statements
10.4. Significant changes in accounting practices and Reservations and emphases present in the auditor's opinion
10.5. Critical accounting policies
10.6. Internal controls regarding the preparation of financial statements: degree of efficiency and deficiency and recommendations present in the auditor's report
PROJECTIONS
11.1. Disclosure of Projection
11.2. Monitoring and alteration of projections disclosed during the last 3 social years
GENERAL ASSEMBLY AND ADMINISTRATION
12.1. Description of the issuer's administrative structure
12.2. Description of the rules, policies, and practices regarding general assemblies
12.3. Dates and newspapers of publication of information required by Law No. 6.404/76
12.4. Description of the issuer's rules, policies, and practices regarding the board of directors
12.6. Identification of administrators and members of the statutory audit committee
12.7. Identification of members of statutory committees and of audit, risk, financial, and remuneration committees
12.8. Information about administrators and members of the statutory audit committee
12.11. Agreements, including insurance policies, for payment or reimbursement of expenses borne by administrators
REMUNERATION OF ADMINISTRATORS
13.1. Description of the remuneration policy or practice of the board of directors, statutory and non-statutory management, statutory audit committee, statutory committees, and audit, risk, financial, and remuneration committees
13.2. Remuneration of the board of directors, statutory management, and statutory audit committee
13.3. Variable remuneration of the board of directors, statutory management, and statutory audit committee
13.5. Information, by body, about the participations held by members of the board of directors, statutory management, and statutory audit committee.
13.6. Share-based remuneration of the board of directors and statutory management
13.7. Options outstanding by the board of directors and statutory management at the end of the last social year
13.8. Options exercised 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 indemnity mechanisms for administrators.
13.13. Percentage of total remuneration of each body attributed to members of the board of directors, statutory management, or statutory audit committee who are related parties to the issuer's controllers
13.14. Remuneration of members of the board of directors, statutory management, or statutory audit committee received for any reason other than the function they hold
13.15. Remuneration of members of the board of directors, statutory management, or statutory audit committee recognized in the results of the issuer's controllers, companies under common control, and controlled companies of the issuer
13.16. Other information deemed relevant
HUMAN RESOURCES
14.1. Information about the issuer's human resources
14.3. Description of the issuer's employee remuneration policy
CONTROL
15.1. Identification of the controlling shareholder or group of controlling shareholders
15.2. Identification of shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares
15.3. Capital distribution
15.4. Organizational chart of the issuer's shareholders
15.5. Information about shareholder agreements 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 issuer's control group members and administrators
TRANSACTIONS WITH RELATED PARTIES
SHARE CAPITAL
SECURITIES
18.1. Description of the rights of each class and species of share issued
18.5. Description of other securities
18.10. Other information deemed relevant
SHARE 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 at the date of closing of the last social year
19.4. Provide other information that the issuer deems relevant
SECURITIES TRADING POLICY
INFORMATION DISCLOSURE POLICY
EXTRAORDINARY BUSINESS

SECTION A. GENERAL GUIDELINES ON THE REFERENCE FORM

SUBMISSION AND UPDATE OF THE REFERENCE FORM

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

CVM Instruction No. 480/09 also 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 from the date of the occurrence of the event, the fields of the Reference Form whose information is affected by them.

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

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

In the case of a request for registration of a public distribution of securities, in which the resubmission of the document is required, the issuer may resubmit the Reference Form of the previous year or present the Reference Form of the current year, provided that the information regarding the previous year is filled in.

We draw attention to the fact that in version 4.0 of the Empresas.Net System, an improvement was made to the “New Form” item, used for generating updates of Reference Forms already submitted or for creating new Forms for annual submission. In the new version of this item, the information about “Current social year” was changed to “FRE Reference”.

In the resubmission and update of Reference Forms already forwarded, issuers must indicate as “FRE Reference” the end date of the same social year to which the Form to be resubmitted or updated refers.

In the annual submission of Reference Forms, “FRE Reference” should be indicated as the end date of the new social year to which the Form to be submitted refers.

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 regarding 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 obligation of the issuer to verify and update all fields of the Form that, in its specific case, are impacted by the occurrence of the events provided in paragraphs 3 and 4 of Article 24.

It is also emphasized that issuers of Category B 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.

GUIDELINES APPLICABLE TO THE ENTIRE FORM

2.1. General rules on the preparation and disclosure of information

CVM Instruction No. 480/09 incorporates certain general rules on the preparation and disclosure of information that must be observed by issuers in the preparation and update of the Reference Form. They are as follows:
(a) the issuer must disclose true, complete, consistent information that does not mislead the investor (Article 14); (b) all information disclosed by the issuer must be written in simple, clear, objective, and concise language (Article 15); (c) the information provided by the issuer must be useful for the evaluation of the securities 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.

2.2. Field “other information deemed relevant”

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

2.3. Scope and content of information provided

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

In this sense, we alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.1, 7.2, 10.1, and 10.2 must refer to the last 3 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 the latest accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer.

We also alert that, in the annual presentation of the Reference Form, the information provided regarding items 3.7, 3.8, 7.4, 7.6, 9.1, and 10.8 must refer to the latest 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 latest financial statements closing the social year and the latest accounting information disclosed by the issuer, such as, for example, the information regarding the last quarterly information form – ITR disclosed by the issuer.

It is emphasized in the same way 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 the current social year.

2.4. Non-applicable information

If information requested in the Reference Form is not applicable to the issuer due to its characteristics, the same must explicitly 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 offer of securities in the last 3 social years, it must inform in items 10.7.a, 10.7.b, and 10.7.c that these are not applicable, given that the issuer has not carried out a public distribution offer of securities in the last 3 social years.

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

SECTION B. GUIDELINES REGARDING THE FILLING OF THE REFERENCE FORM

AUDITORS

2.1. Information about independent auditors

In this item, historical information must be presented to identify the auditors who acted with the company in the last 3 social years, as well as the services provided by them to the issuer.

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

The eventual substitution of the auditor (letter “e”) must be informed even when the change occurred due to auditor rotation provided in Article 31 of CVM Instruction No. 308/99. In this case, as in other cases of alteration, 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 accordance with 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.

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

We alert, finally, that in version 4.0 of the Empresas.Net System, the possibility of including justification for the non-presentation of the information provided in items 2.1 and 2.2 of the Reference Form was excluded.

From this version, the issuer who has not had an auditor in the period covered by table 2.1/2 must present, in table 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form.

2.2. Remuneration of independent auditors

The information about the total amount of remuneration of independent auditors must be provided only regarding the last social year.

In addition to the total remuneration amount, it must be informed how this amount is segregated between:

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

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

We finally alert that in version 4.0 of the Empresas.Net System, the possibility of including a justification for the non-presentation of the information provided in items 2.1 and 2.2 of the Reference Form was excluded.

From this version onwards, an issuer that has not had an auditor during the period covered by table 2.1/2 must present, in section 2.3, the justification for the non-presentation of the information required in items 2.1 and 2.2 of the Reference Form.

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

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

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

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

In view of this, exceptionally in the 2011 Reference Form, in the case of companies that are adopting international accounting standards for the first time, the columns relating to the 2008 fiscal year of item 3.1 should not be filled, if they concern non-comparable information. In these cases, the issuer must inform the reasons that led to the non-filling of the information in item 3.9.

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

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

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

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

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

3.3. Subsequent events to the last financial statements closing the fiscal 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 closing the fiscal year or, in the case of presenting the Reference Form due to a request for registration of distribution, the latest accounting information disclosed by the issuer, must be identified and commented on.

Such comments must contain the information provided in the aforementioned accounting standard, such as: (a) the nature of the event; and (b) the estimate of its financial effect or a 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 of the issuance of the accounting statements, as they do not reflect events subsequent to that date.

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

3.4. Description of the policy for the allocation of results
This item aims to consolidate the history of the allocation of the issuer's results, including what was approved in the last Ordinary General Assembly.

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

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

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

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

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

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

The return rate relative to shareholders' equity (letter “f”) must be calculated based on the division of the net profit value in each fiscal year by the value of shareholders' equity.

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

3.7. Issuer's indebtedness level
Regarding what is demanded in letter “a”, the total amount of debt must be understood as the sum of current liabilities and non-current liabilities.

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

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

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

Although there may be various subdivisions due to 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 in this item, regarding the issuer's indebtedness profile, aims to provide, to the investor, a classification of the debts that allows verifying which portion of these is guaranteed by the issuer's assets and which is not, thereby allowing an understanding of the order of preference of the debts, in a possible creditors' competition 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 honor) must be classified in one of the 3 categories provided in item 3.8. Debts without real or floating guarantee, regardless of the fact that they possess surety guarantee, must be classified as unsecured debts.

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

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

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

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

It should be clarified that the matters contained in letters “a” to “i” consist of an exemplary list. Thus, when filling 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 in the exemplary list if they are relevant to its activities and capable of influencing the investment decision.

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

All risk factors applicable to the issuer must be described without mitigation or omission of relevant information.

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

4.2. Comments on the expectation of reduction or increase in exposure to relevant risks
In this item, the issuer may comment, if they exist, on its expectations regarding the reduction or increase in its exposure to the risk factors described in the previous item. In the comments, the internal or external factors to the issuer that underpin the opinion issued must be explicit, and the possible measures adopted by the issuer to reduce exposure to the risk factors may also be commented on.

4.3. Description of judicial, administrative, or arbitral proceedings in which the issuer or its subsidiaries are parties
In this item, the issuer must describe, with the presentation of the information required in letters “a” to “i”, the judicial, administrative, or arbitral proceedings in which it or its subsidiaries are parties, which are not under confidentiality and are individually relevant to the issuer or its subsidiaries.

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

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

It is alerted that only judicial proceedings running under secrecy of justice, administrative procedures 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.

The relevance must be assessed by the issuer taking into consideration the capacity that the information would have to influence the investment decision.

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

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

Regarding the identification of the parties (letter “d”), the constituent parties of 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.

Regarding 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 the relevant processes and their possible impacts on the financial and asset situation of the issuer or its subsidiaries or on its business.

It is emphasized that in the presentation of the Reference Form due to a request for registration of public distribution of securities, the information must be presented in an updated manner, as required in paragraph 2 of article 24 of Instruction CVM No. 480/09.

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 proceedings that fall under this definition must be described, once Annex 24 of Instruction CVM No. 480/09 does not mention the issue of relevance in item 4.4.

The description of each of the proceedings must be presented in table format, according to the model below.

Regarding the identification of the parties (letter “d”), the constituent parties of the passive pole and the active pole of the process must be identified.

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 the relevant processes and their possible impacts on the financial and asset situation of the issuer or its subsidiaries or on its business.

The proceedings already described in item 4.3, which also fall under the information required in this item, may be cited here 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 proceedings.

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.

The relevance must be assessed by the issuer, taking into consideration the capacity that the information would have to influence the investment decision of the investors.

In assessing relevance, the issuer should not limit itself solely to the ability of the process to significantly impact its assets, financial capacity, or business, or those of its subsidiaries, but should consider other factors that could influence the decision of the investing public, such as, for example, image risks inherent in 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 should be organized by nature (administrative, civil, labor, tax, and others) and subdivided by similar causes.

Regarding the requirement in letter “c” of this item, all necessary information should be provided in clear and objective language so that investors can understand the practice of the issuer or its subsidiary that originated the described contingency.

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

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

This item should be used to present information about other relevant contingencies not covered by the previous items, which the issuer considers important to support the investment decision by investors.

MARKET RISKS

5.1. Description of the main market risks

In this item, all relevant market risks to which the issuer is subject in the normal course of its activities, including with respect to exchange rate and interest rate risks, capable of influencing its operational results, financial situation, future perspective, and the investment decision of investors, should be described, quantitatively and qualitatively, in order of relevance and without mitigation or omission of relevant information.

5.2. Description of the market risk management policy adopted by the issuer

Risk management policy is understood as the set of rules and objectives that form an action program, established by its administrators, in order to mitigate risks.

In the description of the parameters used for risk management (letter “d”), the issuer must indicate the objective criteria to be monitored to verify the alignment or misalignment of its exposure.

The issuer must also indicate whether it uses financial instruments with objectives other than asset protection (hedge) (letter “e”), including with respect to operations associated with derivative instruments such as “Total Equity Return Swap”. The information provided should 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 should describe it, indicating the administration bodies, committees, or other organizational structures involved, as well as discriminating the specific responsibilities of each of these bodies, committees, or structures, and their members, in risk management control.

If the issuer does not adopt an organizational structure or internal control systems aimed at verifying the effectiveness of the adopted policy (letter “g”), it should expressly state this fact. In this case, the issuer should also inform the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, development stage, and estimated time for adoption may also be commented on.

ISSUER HISTORY

6.3. Brief history of the issuer

In this item, information about the most important events, useful for investors to know and evaluate the evolution and history of the issuer, should 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 that have already occurred, such as alienation or acquisition of control, merger, spin-off, or public offer to buy or sell shares; bankruptcy, judicial reorganization; judicial or extrajudicial recovery, diversification of products; development of new products; creation of a subsidiary of relevant nature; main projects or works executed; relevant claims or losses, 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 should 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 should 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, should be used.

With respect to the business conditions (letter “b”), all elements necessary for investors to understand the main characteristics on the basis of which the corporate event was carried out should 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 based on 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 should expressly leave 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 should be informed, presenting all necessary information so that investors can know and understand the effects of these events on the issuer, such as: values involved, petitioner, court in which the petition is proceeding and its current state, measures eventually adopted by the issuer.

It is emphasized that the declaration of bankruptcy, judicial recovery, extrajudicial liquidation, or judicial homologation of extrajudicial recovery is one of the hypotheses that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item XI of paragraph 3 and item VI of paragraph 4 of article 24 of CVM Instruction No. 480/09.

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

ISSUER 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 should be provided to the market, such as the corporate purpose of the issuer, market of operation, geographic diversification, among others.

7.2. Information on the issuer's operational segments

The information requested in letters “a” to “c” of this item should be provided with respect to 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 statements of closing of the fiscal year or, when applicable, in the consolidated financial statements.

In the annual presentation of the Form, the information should refer to the last 3 financial statements of closing of the fiscal year. In the presentation of the reference form due to the request for registration of public distribution of securities, the information should refer to the last 3 financial statements of closing of the fiscal year and to the last accounting information disclosed by the issuer.

The requirement to disclose, in some cases, information relating to the last 3 financial statements aims to allow comparison of the issuer's performance in the period. In view of this, exceptionally in the Reference Form 2011, in the case of companies that are adopting international accounting standards for the first time, in the preparation of the information relating to item 7.2, comparison of data from financial statements prepared based on different accounting standards should be avoided, since the information disclosed to the market must be complete, consistent, and should not mislead the investor.

Thus, the information extracted from the financial statements relating to the 2008 fiscal year, if prepared in a different accounting standard that does not allow adequate comparison, should not be included. In these cases, the reasons that led to the non-inclusion of this information should be informed in item 7.2 itself.

7.3. Information on the products and services relating to the operational segments disclosed in item 7.2

The information provided in this item should be prepared considering, as provided for in item 7.2, the statements of closing of the fiscal year or, when applicable, the consolidated financial statements.

Regarding the characteristics of the production process (letter “a”), information necessary for the understanding of the issuer's production process should 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 destined for maintenance and other relevant aspects for a better understanding of the productive process.

Regarding the characteristics of the distribution process (letter “b”), the methods of physical distribution of products and services should be informed, including information on the number of agencies, stores, dealers, fleet, etc., and also, if controlled, affiliated, directly or indirectly controlling, or shareholder-controlled companies are used in the process.

The types of sales channels used should also be informed, such as intermediaries, representatives, own salespeople, etc.

With respect to the request in letter “c”, factors that influence the behavior of the markets in which the company operates should be presented in an objective manner, such as: tax benefits, monopoly or oligopoly situations, subsidies, level of competition, costs of raw materials and other expenses, dependence on technology and labor, use of concessions and franchises, special legislation.

If there is seasonality (letter “d”), the period of the fiscal year in which it concentrates should be informed, as well as information on the impact, in percentage, of seasonality on the income accounts.

7.8. Information on relevant long-term relations of the issuer

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

ECONOMIC GROUP

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

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

Thus, the information requested in letters “a” to “e” should be provided with respect to the companies mentioned above, accompanied by the respective participations existing along the corporate chain, regardless of whether the companies involved constitute a group of companies, by convention, in accordance with article 265 of Law No. 6.404/76.

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

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

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

Thus, the existence of 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 may 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 fact, with the update of the information provided based on item 8.1, as well as any other information provided in the Form that is affected by this event.

8.2. Organizational chart of the economic group

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

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

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

8.3. Description of restructuring operations occurred in the Economic Group

In this item, any corporate restructuring operations that have occurred in the economic group, with relevant effects for the issuer, should 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 should 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.

Given the provisions in item 8.1, the operations mentioned above that have occurred involving the following should be described in this item:
a) The issuer; b) Direct and indirect controllers of the issuer; c) Subsidiaries and affiliates of the issuer; d) Companies in the economic group that hold participations in the issuer; e) Companies under common control.

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

If the issuer does not opt for this procedure, it 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 item IV of paragraph 4 of article 24 of Instruction 480/09.

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

RELEVANT ASSETS

9.1. Description of non-current assets relevant for the development of the issuer's activities

The information relating to the companies in which the issuer has participation (letter “c”) should be provided only with respect to the companies understood by the issuer as relevant for the development of its activities.

For the purposes of items “vii” and “ix” of letter “c”, the book value of the participations to be informed corresponds to the value recorded in non-current assets, that is, to the value resulting from the application of the equity method, in the case of subsidiaries and affiliates, or by acquisition cost, deducted from provision for possible losses in the realization of its value, when this loss is proven to be permanent, in the case of other participations.

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

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

DIRECTORS' COMMENTS

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

In this section, directors have the opportunity to highlight and explain the factors that most affected the financial, economic, and asset 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 its financial statements is inserted.

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

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

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

10.1. and 10.2. Financial and Patrimonial Conditions and Results of Operations

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

The requirement to disclose information regarding the last 3 financial statements aims to allow comparison of the issuer's performance over the period. In view of this, exceptionally in the 2011 Reference Form, in the case of companies adopting international accounting standards for the first time, in preparing the directors' comments regarding items 10.1 and 10.2, comparison of data from financial statements prepared based on different accounting standards should be avoided, as the information disclosed to the market must be complete, consistent, and must not mislead the investor.

Thus, information extracted from financial statements regarding the 2008 fiscal year, if prepared under a different accounting standard that does not allow adequate comparison, should not be included. In such cases, the reasons leading to the non-inclusion of this information must be reported in items 10.1 and 10.2 themselves.

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

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

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

It is further emphasized that administrators must make their comments as objectively as possible, specifically addressing the theme provided by the heading. Care must be taken with excessive generality in comments, as this can lead to misinformation.

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

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

Information on the levels of indebtedness and characteristics of the issuer's debts (letter “f”) must take into account the information on the subject disclosed in item 3.7 of the Reference Form.

In accordance with letter “h” of item 10.1, the issuer must include, preferably in table form, horizontal and vertical analysis of significant variations in relevant accounts.

10.3. Significant Events, Occurred and Expected, in Financial Statements

In this item, directors must comment on the significant effects that the introduction or alienation of an operating segment, constitution, acquisition, or alienation of equity participation, and events or the realization of unusual operations have caused or are expected to cause on the issuer.

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

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

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

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

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

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

Comments on the reservations and emphases of the independent auditor (letter “c”) must be made regardless of the directors' judgment on their relevance. They must also not be limited to merely transcribing the information present in the auditor's report; directors must insert comments on all aspects present in the report.

10.5. Critical Accounting Policies

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

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

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

It should be noted that this field should not be filled with the mere transcription of the auditor's report. Directors must insert their comments, at minimum, 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.

As a rule, item 10.6.b of the Reference Form should contain, at minimum, comments regarding significant deficiencies. However, it is important to emphasize that it is up to the directors, exercising their own judgment regarding the probability and possible magnitude of distortions that may arise in the accounting statements due to the deficiencies pointed out by the auditor, to evaluate the relevance and necessity of disclosing comments regarding other deficiencies identified by the auditors.

11. PROJECTIONS

11.1. Disclosure of Projection

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

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

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

As provided 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 reviewed at intervals adequate to the object of the projection, which in no case may exceed 1 (one) year.

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

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

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

This item requires that an issuer that has disclosed projections in the last 3 social years inform:

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

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

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

12. GENERAL ASSEMBLY AND ADMINISTRATION

12.1. Description of the Issuer's Administrative Structure

In this item, the issuer must describe its administrative structure, based on what is provided in its bylaws and internal regulations.

In preparing the description of the duties of the statutory bodies and committees, the issuer must ensure that the information provided is consistent with what is provided in its bylaws.

The description of the duties and individual powers of the members of the board of directors (letter “d”) must be presented by the issuer, even if the duties and individual powers are provided only in the company's internal regulations.

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

Information on evaluation mechanisms provided by the issuer in letters “c” and “e” of this item must be reconciled with the information provided in Section 13 of the Form, when the evaluation mechanisms described here are taken into consideration for the determination of remuneration.

12.2. Description of Rules, Policies, and Practices Regarding General Assemblies

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 established in legislation, describing them.

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

The issuer in this situation must also include information on the minimum requirements provided in legislation regarding the deadlines for calling and competencies of the assembly, avoiding, however, the mere reproduction of the legal text. The issuer must

also include information on the reason why it does not adopt these procedures. Possible projects for the implementation of new practices, stage of development, and estimated time for adoption may also be commented on.

12.3. Dates and Newspapers for Publication of Information Required by Law No. 6.404/76

In this item, the issuer must inform, in table form:

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

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

The issuer must ensure that the publication dates cited in letters “a” to “d” of this item are compatible with the information already disclosed in the IPE System.

12.4. Description of the Issuer's Rules, Policies, and Practices Regarding the Board of Directors

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

If the issuer does not adopt rules for the identification and management of conflicts of interest, it should merely indicate this fact. In this case, the issuer must include information on the reason why it does not adopt this procedure. Possible projects for the implementation of new practices, stage of development, and estimated time for adoption may also be commented on.

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

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

12.6. Identification of Administrators and Members of the Statutory Audit Committee

In this item, the issuer must identify, in table form, the members of the board of directors, statutory board of directors, and statutory 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 item I of paragraph 4 of article 24, as a hypothesis that determines the updating of the Reference Form, the alteration:

(a) of administrator or member of the statutory 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 result in the need to update the Reference Form within 7 (seven) business days from the date of election, with the updating of the information on the administrators or members of the statutory audit committee provided by Category A issuers in accordance with items 12.6, 12.8, 12.9, and 12.10 and by Category B issuers in accordance with items 12.6 and 12.8, as well as any other information provided in the Form that is affected by these events.

It is emphasized that the above-mentioned update must be carried out even in cases of re-election.

If, by the deadline for the mandatory update of information, the alteration of the administrator is pending homologation by a specific regulatory body or has not yet taken office, the issuer must proceed to update the Form by providing in item 12.12, regarding the administrator, the information required in items 12.6, 12.8, 12.9, and 12.10 (as applicable to its registration category), as well as informing that the alteration or taking of office is pending. Upon homologation or taking of office, the issuer must update, according to its registration category, items 12.6, 12.8, 12.9, and 12.10 to reflect the new composition of its administration and remove from item 12.12 the information previously provided regarding the administrator.

12.7. Identification of Members of Statutory Committees and of Audit, Risk, Financial, and Remuneration Committees

In this item, the issuer must indicate, in table form, the same information required in letters “a” to “j” of item 12.6, regarding:

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

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

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

REMUNERATION OF ADMINISTRATORS

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

The qualitative description of the remuneration policy or practice must include, at a 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 in relation to policies or practices adopted in previous fiscal years. To facilitate understanding by investors, it is recommended that, whenever there are significant variations between remuneration practices and policies among the different bodies, the information requested in this item be presented by body.

The issuer must describe the elements that make up the total remuneration it practices and the objectives of each of them (item 13.1.b.i). “Remuneration elements” are understood to be the remuneration shares 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 the direct and indirect benefits, disclosing their components. Direct or indirect benefits are understood to be the right to medical, dental, life insurance, car, fuel, housing, educational assistance, etc. Post-employment benefits were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600/09. In the information regarding the subject, values related to private pension plans must be included.

In accordance with item 13.1.b.ii, the issuer must inform the share 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 to understand the methodology used to establish the value and form of remuneration adjustment (item 13.1.b.iii), describing the organizational structures involved, the responsibility of each of the bodies and members involved, as well as the criteria used by them. For example, if the issuer takes into account market practices for fixing and adjusting remuneration, it must specify how the company monitors and verifies these practices, as well as include detailed information about the comparison criteria used (for example, whether based on companies of the same size or different size, same sector or different sectors, etc.).

Regarding the performance indicators taken into consideration for the determination of each remuneration element (item 13.1.c), the issuer must, without the need to specify internal targets established, disclose the indicators used by it to measure individual or company performance, mainly with regard to the variable shares of remuneration, indicating if these are based, for example, on the result of the sale of products and services, on the company's operating result, on net revenue, EBITDA, market value of shares, etc.

In accordance with item 13.1.f, the issuer must inform if there are shares of remuneration received by administrators and other persons cited in the caput of item 13.1, due to the exercise of office at the issuer, that are supported by subsidiaries, controlled companies, or direct and indirect controllers. Such information must also include the identification of the type of remuneration received (considering the remuneration shares described in letter “c” of item 13.2) and the company or controller that supported it. Where applicable, the information must be reconciled with that required in section 13.15.

13.2. Remuneration of the board of directors, statutory management, and supervisory board
In this item, the issuer must provide, in table form, by body, quantitative data on the annual remuneration attributed to the board of directors, statutory management, and supervisory board, segregated between their different fixed and variable components, according to the content specified in letters “a” to “e” of this item. The information must refer not only to the remuneration recognized in the issuer's result for the last three fiscal years, but also to that forecast for the current fiscal year, discriminating the remuneration shares described in letter “c”. Direct or indirect benefits (item 13.2.c.i) are understood to be the right to medical, dental, life insurance, car, fuel, housing, educational assistance, etc.

Post-employment benefits (item 13.2.c.iii) were defined in Technical Pronouncement No. 33 of the CPC, approved by CVM Deliberation No. 600. In the information regarding the subject, values related to private pension plans must be included.

The values of stock-based remuneration (item 13.2.c.v) must be informed in line with the definition of stock-based remuneration, paid in shares or money, contained in CVM Deliberation No. 650/10, which approved Technical Pronouncement CPC 10 (R1), regardless of whether the entity's equity instruments were granted by the issuer itself or by its shareholder. The same applies to the information required in items 13.4, 13.6, 13.7, and 13.8. The issuer must indicate the value corresponding to INSS contributions, paid by the employer, recognized in its result. Where applicable, the values referring to these contributions must be presented in a segregated manner in items “c.i” and “c.ii” (“others”).

The number of members of each body (letter “b”) must correspond to the annual average of the number of members of each body calculated monthly, with two decimal places. For example: in a company whose monthly distribution of the number of members of a certain body is that described in the table below, the number of members must be calculated as specified below:
Month No. members
January 7
February 7
March 7
April 7
May 6
June 6
July 7
August 7
September 5
October 5
November 5
December 5
Total 74
No. of members (item 13.2 “b”) = 74/12 months = 6.17 members

The issuer must make it 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, by body, of remuneration (letter “d”) corresponds to the total annual remuneration of each of the bodies, that is, the sum of all shares covered in letter “c” that have been attributed to the members of the body in the fiscal year.
The total value of the remuneration of the board of directors, statutory management, and supervisory board (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 CVM Instruction No. 480/09, in its article 67, allowed issuers to omit from this section of the Reference Form the information relating to the fiscal years of 2007 and 2008.

13.3. Variable remuneration of the board of directors, statutory management, and supervisory board
In this item, the issuer must provide, in table form, by body, additional information regarding the values informed in the table provided for in item 13.2 concerning bonuses and profit sharing attributed by it to the members of the board of directors, statutory management, and supervisory board. 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, for example, number of salaries. In this case, the issuer may include in a note to the table provided for in item 13.3 information about the criterion actually used for the calculation of these remunerations.

The table required in this item must be presented according to the revised model below and must be consistent with the values informed in table 13.2, comprising all shares referring to bonuses and profit sharing recognized in the issuer's result.
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.

Variable remuneration forecast for the current fiscal year (20XX) Board of Directors | Statutory Management | Supervisory Board | 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 are met Profit sharing Minimum value forecast in the remuneration plan Maximum value forecast in the remuneration plan Value forecast in the remuneration plan, if targets are met

Variable remuneration - fiscal year ended xx/xx/xxxx Board of Directors | Statutory Management | Supervisory Board | 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 actually recognized in the result of the fiscal year 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 actually recognized in the result of the fiscal year

13.5. Information, by body, on the shares held by members of the board of directors, statutory management, and supervisory board.
In this item, the issuer must inform, in consolidated form, by body, without the need for individualization of the administrator, the total quantity of the following securities held by members of the board of directors, statutory management, or supervisory board on the date of closing of the last fiscal year:
(a) shares or quotas directly or indirectly held, in Brazil or abroad, issued by the issuer, its direct or indirect controllers, controlled companies, or companies under common control; and (b) other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controllers, controlled companies, or companies under common control. It is noted that item 13.5 does not restrict the disclosure of shares, quotas, or other securities held by administrators and members of the supervisory board to those whose possession or acquisition is linked to the office they perform at 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 informed securities.
Information regarding securities issued by the company held by members of the board of directors, statutory management, or supervisory board must be consistent with the consolidated information provided by the issuer in the “Securities Traded and Held (art. 11 of Instr. CVM No. 358)” form relating to the month of closing of the last fiscal year.

With regard to eventual indirect holdings held through investment funds or similar vehicles, the understanding expressed in the sole paragraph of article 20 of CVM Instruction No. 358/02 must be applied, which excluded from the concept of indirect negotiation negotiations carried out through investment funds, provided that such funds are not exclusive, nor can the negotiation decisions of the fund be influenced by the quota holders.

13.6. Stock-based remuneration of the board of directors and statutory management
In this item, the issuer must present, in table form, quantitative information regarding stock-based remuneration recognized in the issuer's result for the last 3 fiscal years and 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 stock-based remuneration recognized in the issuer's result in the fiscal year was attributed.

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

The table required in this item must be presented according to the model below.
Stock-based remuneration forecast for the current fiscal year (20XX) Board of Directors | Statutory Management No. of members Grant of share purchase options Grant date Number of options granted Time for options to become exercisable Maximum time for exercise of options Time restriction on transfer of shares Weighted average exercise price:
(a) Of options outstanding at the beginning of the fiscal year (b) Of options forfeited during the fiscal year (c) Of options exercised during the fiscal year (d) Of options expired during the fiscal year Fair value of options on the grant date Potential dilution in the event of exercise of all options granted

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

13.7. Options outstanding of the board of directors and statutory management at the end of the last fiscal year
In this item, the issuer must present, in table form, information regarding options outstanding 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 the administration, such as in the case of the information requested in items “c.vi”, “d” and “e”, the issuer must inform in item 13.9 the data, models, and assumptions used.

The table required in this item must be presented according to the model below.
Options outstanding 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 Time restriction on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Exercisable options Quantity Maximum time for exercise of options Time restriction on transfer of shares Weighted average exercise price Fair value of options on the last day of the fiscal year Fair value of total options on the last day of the fiscal year

13.8. Exercised options and delivered shares relating to stock-based remuneration of the board of directors and statutory management
In this item, the issuer must present, in table form, information regarding exercised options and delivered shares relating to stock-based remuneration of the board of directors and statutory management, in the last 3 fiscal years, according to the content specified in letters “a” to “d” of this item.

The 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 to understand 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 moderately informed investors.
It is noted that, in the description of the data and assumptions used in the pricing model (letter “b”), the issuer must include quantified information, including with regard to the weighted average price of shares, exercise price, expected volatility, option life, expected dividends, and risk-free interest rate.

13.10. Pension plans in force granted to members of the board of directors and statutory directors
In this item, the issuer must present, in table form, information regarding pension plans in force granted to members of the board of directors and statutory directors, according to the content specified in letters “a” to “h” of this item.

The number of members of each body (letter “b”) must correspond to the number of directors and councilors linked to the pension plan.
The table required in this item must be presented according to the model below. If there is more than one pension plan in force, the information must be presented by plan.

Board of Directors
Statutory Management
Number of members
Plan name
Number of administrators meeting the conditions to retire Conditions for early retirement Updated accumulated value of accumulated contributions until the end of the last fiscal year, minus the portion related to contributions made directly by administrators Total accumulated value of contributions made during the last fiscal year, minus the portion related to contributions made directly by administrators Possibility of early redemption and conditions

13.11. Value of the highest, lowest, and average value of individual remuneration of the
board of directors, statutory management, 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 management, and audit committee, relative to the three last fiscal years.
The information provided must be consistent with the values indicated in the
table provided for in item 13.2, and must include all portions 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 the statutory management and the board of directors, the remuneration received by him in the capacity of member of the board of directors shall not be computed for the purpose of calculating the remuneration of the management and vice versa. The number of members of each body must correspond to the number of members of the respective body informed in letter “b” of item 13.2. Except in the case where an administrator waives remuneration, the average value of the annual remuneration of each body must correspond to the division of the total annual remuneration value of each body (letter “d” of item 13.2) by the number of members informed for the respective body (letter “b” of item 13.2). If any administrator waives remuneration, he shall not be considered for the calculation of the average annual remuneration value, although he remains to be computed for the indication of the number of members (letter “a”). In this case, the issuer must disclose in the observation field the number of members effectively used for the calculation of average remuneration. The value of the lowest annual individual remuneration of each body must be calculated with the exclusion of all members of the respective body who have held the position for less than 12 months. If it is necessary to adopt this procedure, the issuer must make it clear in the “Observation” field of the item itself
13.11 that the value was calculated with the exclusion of body members. If all
members have held the position for less than 12 months, the value of the lowest annual individual remuneration must be calculated considering the remuneration effectively 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 in item 13.11 itself, the number of months in which the respective member exercised his functions in the entity. It is noted that CVM Instruction No. 480/09 allowed, in its article 67, that the issuers 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 icon “Justification for non-filling”, mention the aforementioned court decision, identifying the process number and the court in which it is pending.

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 total remuneration of each body attributed to members
of the board of directors, statutory management, 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 (informed in letter “d” of item 13.2) held by members of the board of directors, statutory management, and audit committee who are related parties to the direct and indirect controllers of the issuer. The information must be provided relative to the 3 last fiscal years and must be calculated considering the concept of related party contained in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1). It is noted that CVM Instruction No. 480/09 allowed, in its article 67, that the issuers 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, of the
statutory management 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 administration, statutory management, and audit committee that have been received for any reason other than the function occupied, such as commissions and consulting or advisory services provided. The information must be provided relative to the 3 last fiscal years.

It is noted that CVM Instruction No. 480/09 allowed, in its article 67, that the issuers 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, of the
statutory management or audit committee recognized in the result of the issuer's controllers, companies under common control, and subsidiaries of the issuer.
Item 13.15 does not restrict the disclosure of the information required, to the remuneration borne by subsidiaries of the issuer, its direct or indirect controllers and companies under common control, that have been attributed to the administrators and members of the audit committee in function of the exercise of the position in the issuer. In this item, the following must be informed, in a consolidated manner, by body:
(a) the portions of remuneration borne by subsidiaries of the issuer, its direct or indirect controllers and companies under common control, that have been attributed to the members of the board of directors, statutory management and audit committee in function of the exercise of the position in the issuer (whose existence must be informed in item 13.1.f); (b) the other remunerations received by administrators and members of the audit committee of the issuer, that have been recognized in the result of subsidiaries of the issuer, of the direct or indirect controllers of the issuer or of companies under common control, even if not related to the exercise of a position in the issuer. The information must be provided on an annual basis, relative to the 3 last fiscal years.

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

In the calculation, the remunerations received under any title, in Brazil or abroad, must be computed, and it must also be specified under what title the values reported were attributed to the members of the board of directors, the statutory management or audit committee. The information must be provided in a consolidated manner, by type of body and company (subsidiaries of the issuer, direct or indirect controllers of the issuer and companies under common control), without the need to identify the corporate name of these companies. The information must be provided in table format, according to the model below:
Fiscal Year 20XX
Board of
Directors
Statutory
Management
Audit
Committee Total
Direct and indirect controllers
Issuer's subsidiaries
Companies under common control

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

HUMAN RESOURCES
14.1. Information on the issuer's human resources
The information provided for in item 14 must be provided considering the resources human resources of the issuer, with no obligation to disclose information of the subsidiaries in general. However, the disclosure of the information required in this item in a consolidated manner is considered desirable, by allowing a better understanding and evaluation by investors of the company's business and its results. In this case, the issuer must make it clear that the information provided covers other companies affiliated with the issuer. The information regarding the turnover index (letter “c”) must refer only to employees of the issuer, or, in the above case, to employees of the issuer and its subsidiaries. With regard to the issuer's exposure to labor liabilities and contingencies (letter “d”), the issuer may refer to the information that have been occasionally provided on the subject in items 4.3 to 4.7 of the Form.

14.3. Description of the remuneration policy of the issuer's employees
In the description of the characteristics of remuneration plans based on shares of non-administrator employees, the issuer may refer to the information occasionally provided on the subject in item 13.4 of the Form, provided that all information required in letters “a” to “c” of this item are 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 the 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 informed. If the shareholder or participant of the group of controlling shareholders is a legal entity, a list must be prepared containing the information referred to in letters “a” to “d” of this item, identifying its direct and indirect controllers, down to the controllers who are natural persons, regardless of any confidential treatment conferred to the information by virtue of a legal transaction or by the legislation of the country in which the partner or controller is incorporated or domiciled. It is 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 you that:
(a) there are cases where shareholders do not have shareholders to be identified, such as mixed-economy companies (whose controller is the Union, the State or the Municipality that, in turn, do not have shareholders), multilateral organizations (their controllers would be the respective sponsoring countries) and pension funds and endowments (which have participants and not shareholders); and (b) the investment fund or similar vehicle must identify, when it is required to inform up to the level of natural person, the unit holder who controls it, if any, using for this purpose 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 informed in letters “e” and “f” must be calculated considering the total number of shares issued, including any shares existing in treasury. As the date of the last change (letter “i”), the base date of the last information provided in this item must be informed. 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 for in item V of paragraph 3 and in item III of paragraph 4 of article 24 of Instruction 480/09. Thus, the occurrence of any of these events will result in the need for update of the Reference Form within 7 (seven) business days counted from the date of knowledge by the issuer, with the update of the information provided in function of 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 who act in
concert or who represent 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 who act in concert or who represent the same interest, whose total participation, direct or indirect, is equal to or greater than 5% of the same class or species of shares, that are not listed in item 15.1, in line with the information required in letters “a” to “g”.

All participations held in species or classes of shares must be informed in compliance with letter “d”, even if the percentage held in the species or class different from that in which the shareholder holds a relevant participation is less than 5% of the shares. In line with the decision issued by the CVM Collegiate Body on 11/03/2011, if the relevant participation is held jointly by different investment funds or portfolios under the same discretionary management, the identification of the funds or portfolios may be replaced by the indication of the manager's name, with the presentation of the total participation held by the funds or portfolios managed by him. In this case, the issuer must make it clear that the indicated participation is held by different investment funds or portfolios. Also in line with this decision, it is noted that the above guidance is not applicable to relevant participations that are held by exclusive funds or by funds in which trading decisions may be influenced by the unit holders, in which case the identification of the funds is required. In case of doubt about the disclosure rules for relevant participations in the manner of article 12 of CVM Instruction No. 358/02, issuers must consult item 12.8 of Circular-Official/CVM/SEP No. 04/2011, of 15/03/2011. As the date of the last change (letter “g”), the base date of the last information provided in this item must be informed. It is worth noting that the Reference Form is a periodic obligation provided for in
article 24 of CVM Instruction No. 480/09 and must be presented updated
annually within 5 (five) months counted from the date of closing of the fiscal year.
Thus, in the annual presentation of the Reference Form, the issuer must consult its shareholder list and insert into the Form the data on the 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 people 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 there is a variation in the share position of the above-mentioned persons greater than 5% (five percent) of the same species or class of shares of the issuer, provided that the issuer has knowledge of such change. Thus, the receipt by the issuer of the communication provided for in article 12 of CVM Instruction No. 358/02 will result in the need to update the Reference Form within 7 (seven) business days counted from the receipt of the communication, with the update of the information provided in function of 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 determined in the last shareholders' general meeting.
The quantities of natural and legal entity shareholders of the issuer (letters “a” and “b”) must be calculated without the exclusion of shareholders who have been informed in items 15.1 and 15.2 as controlling shareholders or holders of 5% or more of the ordinary or preferred shares. For the purposes of this item, investment funds and clubs must be classified as legal entities. In addition to the number of legal entity shareholders, the issuer must also inform the approximate number of institutional investors that are included in this category of investors (letter “c”). Institutional investors are market participants who act in the management of third-party resources. Included in this category, among others, are insurance, pension and capitalization companies, mutual investment funds in shares, real estate investment funds, private pension funds, benefit plan funds and insurance companies and institutions of a philanthropic nature. The number of shares in circulation, by class and species (letter “d”) must be calculated in accordance with the provisions of article 62 of CVM Instruction No. 480/09 which defines, as shares in circulation, all shares of the issuer, excluding those that are owned by the controller, by persons linked to him, by the administrators of the issuer and the shares held in treasury. As provided for in paragraph 1 of this same article of the Instruction, it is understood as a linked person, the 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. The number of shares in circulation, by class and species, and the quantities of natural and legal persons and institutional investors must be calculated based on the information contained in the company's corporate books and the information provided by the custodial services provider institution. Inclusive due to what article 146 of Law No. 6.404/76 provides, which determines that members of the board of directors must necessarily be shareholders of the company, it is also noted that:
a) the sum of the number of natural and legal entity shareholders cannot be equal to zero; b) the number of shares in circulation cannot be indicated as equal to or greater than the total number of shares issued; c) the sum of the number of natural and legal entity shareholders cannot be equal to the total number of shares issued when there are shareholders with relevant participation indicated in item 15.2 or shares held in treasury; d) in any case, the sum of the number of natural and legal entity shareholders cannot be greater than the total number of shares issued by the company.

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

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 control structure and share distribution of the issuer.
For this reason, it must be compatible with the information provided in those items, but does not need to be at the same level of detail. They must be identified in the organizational chart, in any case, all direct and indirect controllers of the issuer, as well as shareholders with participation equal to or greater than 5% of a species or class of shares. It is noted that, if the issuer chooses to present the organizational chart, there will be the need to update it whenever the information relating to items 15.1 and 15.2 are updated.

15.5. Information on shareholder agreements that regulate the exercise of
the right to vote or the transfer of shares issued by the issuer In this item, the issuer must describe, with the presentation of the information required in letters “a” to “g” of this item, any shareholder agreement that regulates the exercise of the right to vote or the transfer of shares issued by the issuer, that:
a) is archived at its headquarters; or b) of which the controller is a party, regardless of its archiving at the headquarters of the issuer.
In this sense, it is worth remembering that article 43 of CVM Instruction No. 480/09 provides that the controller must promptly provide the issuer with all information necessary to comply with the legislation and regulation of the securities market.
It is also worth remembering that the celebration, alteration or rescission of a shareholder agreement archived at the issuer's headquarters or of which the controller is a party regarding the exercise of the right to vote or control power of the issuer is a hypothesis that determines the update of the Reference Form by issuers of the Category A, as provided for in item X of paragraph 3 of article 24 of Instruction 480/09. Thus, the occurrence of any of these events, which affects the information provided in item 15.5, will result, without prejudice to the provisions of CVM Instruction No. 358/02, in the need to update the Reference Form within 7 (seven) business days counted from the date of its archiving 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 controlling group and administrators of the issuer In this item, the changes (acquisitions or alienations) must be informed, as defined in article 12 of CVM Instruction No. 358/02, occurred

in the last 3 fiscal years in the participations of the members of the controlling group and of administrators.

TRANSACTIONS WITH RELATED PARTIES

For the provision of the information requested in the items of this Section, the concept of related party contained in CVM Deliberation No. 642/10, which approved Technical Pronouncement CPC 05 (R1), must be considered.

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

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

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

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

Regarding the provisions of item 16.3, the issuer must clearly and objectively identify the measures adopted to avoid conflicts of interest, as well as provide all necessary information to demonstrate that the operations were carried out 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 guarantees.

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

SHARE CAPITAL

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

With regard to item 17.1, the following must be informed in the Empresas.Net system, regarding the "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 should be noted that Instruction 480/09 provides, in items II and III of paragraph 3 and in item II of paragraph 4 of article 24, that the Reference Form must be updated:

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

Thus, the occurrence of any of these events will result in the need to update the Reference Form within 7 (seven) business days counted from the respective date of alteration or issuance, with the update of the information affected by these events provided by issuers registered in Category A in items 17.1, 17.2, 17.3, and 17.4 and by issuers of Category B in item 17.1, as well as any other information provided in the Form that is affected by this event.

SECURITIES

18.1. Description of the rights of each class and species of issued shares

In this item, the issuer must describe the rights of each class or species of shares issued by it, presenting the information required in letters "a" to "i" of this item.

The information requested in this item must be described considering the rights and rules provided for in the issuer's Bylaws.

It should be remembered that the alteration of the rights and advantages of the issued securities is a circumstance that determines the update of the Reference Form by Category A issuers, as provided for in item IV of paragraph 3 of article 24 of Instruction 480/09.

Thus, the occurrence of this event will result in the need to update the Reference Form within 7 (seven) business days counted from the date on which 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 conditions provided for 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", and this field may also be used to provide additional information about other securities disclosed, judged pertinent by the issuer.

It should be remembered that the issuance of new securities, even if privately subscribed, is a circumstance that determines the update of the Reference Form by issuers registered in Categories A and B, as provided for in item III of paragraph 3 and in item II of paragraph 4 of article 24 of Instruction 480/09.

Thus, the occurrence of this event will result in the need to update the Reference Form within 7 (seven) business days counted from the date of issuance, with the update of the information provided in item 18.5, as well as any other information provided in the Form that is affected by this event.

18.10. Other information judged relevant

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

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

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

REPURCHASE PLANS AND TREASURY SECURITIES

19.1. Information on the issuer's share repurchase plans

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

The percentage provided for in item "ii" of letter "b" must be calculated by dividing the quantity informed in item "i" of letter "b" by the total number of shares in circulation after the purchase of the number of shares provided for in the repurchase plan.

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

Regarding what was requested in item "v" of letter "b", other important information must be disclosed, such as the objective of the program and the name and address of the financial institutions that acted as intermediaries.

Regarding the quantity of shares acquired (item "vi" of letter "b"), updated information must be presented up to the date of delivery of the Reference Form.

The percentage of shares acquired in relation to the total approved (item "viii" of letter "b") must correspond to the division between the value informed in items "vi" and "i" of letter "b".

19.2. Movement of securities held in treasury

In this item, the issuer must inform, in table form, about the movement of securities held in treasury, segregating by type, class, and species and presenting information regarding quantity, total value, and weighted average price.

It should be clarified that the initial balance of securities held in treasury (letter "a") must correspond to the final balance verified on the last day of the previous fiscal year.

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

19.3. Securities held in treasury on the date of closing of the last fiscal year

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

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

19.4. Provide other information that the issuer deems relevant

This item must be used to present other information not requested in this section of the Reference Form, which the issuer judges to be important to support the investment decision. For example, it must 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 respect to operations associated with instruments such as "Total Equity Return Swap", or similar operations. The information provided must include the objectives of the operations and the associated risks for the issuer or its shareholders.

SECURITIES TRADING POLICY

The securities trading policy, provided for in article 15 of CVM Instruction No. 358/02 (as amended by CVM Instruction No. 449/07), is optional in formulation.

Thus, if the issuer has approved, by deliberation of the board of directors, a trading policy, in accordance with article 15 of CVM Instruction No. 358/02, the information required in letters "a" to "d" of item 20.1 must be provided.

The above information must also include the rules applicable to transactions carried out by the issuer with its own issued shares.

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

It is emphasized that the information provided in this item does not exempt the issuer from sending the Trading Policy to CVM, as provided for in item XI of article 30 of CVM Instruction No. 480/09.

INFORMATION DISCLOSURE POLICY

The policy on 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 regarding undisclosed material information, but also the internal mechanisms established for its implementation, describing them in items 21.1 and 21.2.

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

It is emphasized that the information provided in this section does not exempt the issuer from sending to CVM any updates eventually made to the Issuer's Information Disclosure Policy, as provided for in item XII of article 30 and in item VII of article 31 of CVM Instruction No. 480/09.

EXTRAORDINARY BUSINESS

Information must be provided in items 22.1, 22.2, and 22.3, regarding the last 3 fiscal years, on:

(a) the acquisition or alienation of any relevant asset that does not fit as a normal operation in the issuer's business, including a description of the conditions under which the business was carried out and the reasons for the acquisition and alienation. The information already described in items 6.5 and 8.3 may be cited here by reference; (b) significant changes in the way the issuer's business is conducted, including information on the motivating facts and derived reflections on the issuer's business; (c) relevant contracts entered into by the issuer and/or its controlled companies with third parties, not directly related to their operational activities.

Sincerely,

FERNANDO SOARES VIEIRA
Superintendent of Corporate Relations

Circular Letter CVM/SEP 07/2011: General Guidelines for Preparing the Reference Form

Lineage: In force