CVM Instruction 185 (Revoked)

Provides for the cancellation of the registration referred to in Article 21 of Law No. 6,385, of December 7, 1976.

The INTERIM PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on this date, and based on paragraph 6 of Article 21 of Law No. 6,385, of December 7, 1976,

HAS RESOLVED:

Art. 1
The cancellation of the registration referred to in Article 21 of Law No. 6,385, of December 7, 1976, shall only be carried out by the Securities and Exchange Commission if:

I - a resolution to that effect has been previously approved by the shareholders representing, in minimum, 51% (fifty-one percent) of the capital of the Open Company, with or without voting rights, assembled in an Extraordinary General Meeting specifically convened for this purpose;

II - minority shareholders, holders, on the date of the General Meeting, of, in minimum, 75% (seventy-five percent) of the shares in circulation in the market, come to accept a public acquisition offer to be made by the controlling shareholder, or expressly agree to the cancellation of the registration, or still, do not express themselves regarding the cancellation;

III - minority shareholders, in number greater than 100 (one hundred), on the date of the General Meeting, and holders of more than 5% (five percent) of the shares in circulation in the market also on the date of said General Meeting, do not expressly oppose the cancellation of the registration. For the purpose of calculating the number of shareholders provided for herein, shares owned by Investment Funds shall be considered as belonging to a number of shareholders proportional to the number of participants in the Fund, at the rate of 1 (one) shareholder for every 1,000 (one thousand) participants in the Fund, up to the maximum limit of 50 (fifty) shareholders per fund.

Sole Paragraph. If the quorum provided for in item I of this article is found to be nonexistent, the General Meeting may be installed with any number, in third convocation, and the resolution shall be taken by an absolute majority of votes, provided that it has been previously authorized by the Securities and Exchange Commission, in which case such authorization must be stated in the Convocation Notice, and shall be granted or not, provided that the last 3 (three) Ordinary General Meetings have taken place without the presence of shareholders holding, at least, half of the shares without voting rights.

Art. 2
For the purposes of this Instruction, it is understood as:

I - minority shareholders, those holding shares in circulation in the market;

II - shares in circulation in the market, all shares of the Company's capital, minus those owned by the controlling shareholder, directors and councilors, and those in treasury;

III - controlling shareholder, the natural or legal person, or group of people linked by a shareholders' agreement, or under common control, or representatives of the same group of interests, who in the last three ordinary general meetings of the Company held the majority of votes of the shareholders present, or has acquired control of the Company as provided for in Articles 254, 255 and 257 of Law No. 6,404, of December 7, 1976.

Art. 3
From the date on which the Company's Board of Directors has deliberated to convene the General Meeting mentioned in item I of Article 1, and until the date of publication of the Notice referred to in Article 5, trading in the market of the Company's capital shares shall be suspended, and the Company must provide for such suspension.

Art. 4
At the General Meeting convened to deliberate on the cancellation of the registration, the controlling shareholder must declare that it will make a public offer for the purposes of item II of Article 1, informing the shareholders present of the price and payment conditions.

Sole Paragraph. To shareholders who so request, access to the list of shareholders of the company, with their respective addresses, shall be assured, from the date of the holding of this Meeting, under the terms of paragraph 1 of Article 100 of Law No. 6,404, of December 7, 1976.

Art. 5
Within 2 (two) days of the date of the holding of the General Meeting, the controlling shareholder must, under penalty of liability, publish a Notice informing that it will submit to the registration of the Securities and Exchange Commission a request for the implementation of the offer, indicating the price and payment or exchange conditions, and simultaneously sending a copy of this Notice to the Stock Exchanges where there has been, in the last two years, trading of securities issued by it.

Art. 6
The public offer may only be made with the intermediation of an investment bank, securities brokerage firm, or securities distribution company, as well as a multiple bank with an investment portfolio.

Art. 7
The offer shall be irrevocable, unless it is conditioned on compliance with the requirements for the cancellation of the registration, and must have as its object all shares in circulation in the market.

Art. 8
The purchase offer instrument, signed by the offeror and the intermediary financial institution, shall be published twice, with an interval of, in minimum, 5 (five) days.

Art. 9
The purchase offer instrument must contain, in its first part, the following elements:

I - the number of shares in circulation in the market on the date of the General Meeting referred to in Article 1, item I above;

II - the price and payment conditions;

III - whether the offer is conditioned or not on compliance with the requirements for the cancellation of the registration;

IV - the procedure that minority shareholders must adopt to manifest their acceptance and effect the transfer of the shares;

V - the validity period of the offer, which cannot be less than 30 (thirty) nor more than 90 (ninety) days, considered as the initial date of the flow of such period the date of the second publication of the instrument referred to in Article 8 above;

VI - the average quotation value on the Stock Exchange of the Company's shares in the last twelve months, if any, in nominal values and in updated values;

VII - the information that copies of the price evaluation documents carried out by the intermediary financial institution are available to minority shareholders, at the Company's headquarters, at the offices of the entities referred to in Article 15, and at the Securities and Exchange Commission;

VIII - the reasons that justify the initiative to cancel the registration;

IX - declaration that the controlling shareholder undertakes to pay, to minority shareholders who accept the public offer, the higher difference, if any, between the price they receive for the sale of their shares, monetarily updated by the index provided for between the parties in the alienation contract or, if nonexistent, by the official index in force, and the price that they will obtain in a eventual alienation of the control of the Company, when this takes place within the period of 3 (three) years counted from the date of the effective liquidation of the purchase operation of the shares belonging to the minority shareholders;

X - declaration on the situation of the Company's registrations before the Securities and Exchange Commission;

XI - demonstrative table of the Company's economic-financial indicators in the last 2 (two) fiscal years, and in the last quarter of the current fiscal year, as accumulated values, based on the financial statements prepared by the method of full correction, presented in the currency of the date of the last information;

XII - declaration by the controlling shareholder that it is unaware of the existence of any fact or circumstance, not revealed to the public, that could positively and relevantly influence the Company's results;

XIII - declaration by the intermediary financial institution informing whether it is a holder or administers securities issued by the Company and, if affirmative, whether it will accept or not the offer;

XIV - other clarifying elements considered relevant by the Securities and Exchange Commission.

Art. 10. In its second part, with emphasis and clarity, the purchase offer instrument must call on minority shareholders to express themselves on the cancellation of the registration, with indication of the procedure they must adopt to express their agreement or disagreement regarding the cancellation.

Art. 11. Minority shareholders who comply with the call mentioned in Article 10 must sign a document agreeing or not with the cancellation of the registration, observing the following rules:

I - the document shall be signed in 4 (four) copies, contain the complete qualification of the shareholder and identify the shares of their ownership;

II - 1 (one) copy of the document, authenticated by the intermediary institution, or its agents, shall be delivered to the interested party, and another to the Securities and Exchange Commission.

Art. 12. If the offer implies exchange, total or partial, of the securities, the instrument must contain, in addition to those referred to in Articles 9 and 10, information on the securities offered in exchange, and on the open companies issuers of these securities.

Sole Paragraph. Such information must contain the basis fixed for the exchange ratio, the quantity, species and class of the titles offered and the treatment to be given to any fractions resulting from the exchange ratio, without prejudice to others considered necessary by the Securities and Exchange Commission.

Art. 13. The draft of the offer instrument, accompanied by the documents on which the information provided therein is based and the minutes of the General Meeting that approved the cancellation of the registration, shall be submitted to the prior approval of the Securities and Exchange Commission, within the period fixed by the General Meeting, which cannot exceed 30 (thirty) days, counted from its holding, being the draft of the offer instrument, when applicable, simultaneously forwarded to the Stock Exchange where the operation will be carried out, the offer being effective within the period of 10 (ten) days following the Commission's deliberation.

Art. 14. The offer instrument is presumed approved if the Securities and Exchange Commission does not deliberate within the period of 30 (thirty) days of the approval request. The flow of the period may be interrupted only once if the CVM requests other documents and information from the Company.

Art. 15. Acceptance of the offer may be made in any brokerage society member of a Stock Exchange, and in commercial banks, investment banks and securities distribution companies, as well as multiple banks with commercial or investment portfolios indicated in the offer instrument, the acceptors signing irrevocable orders of sale or exchange.

Art. 16. If, by the end of the offer period, the number of shares of the acceptants, added to the number of shares of minority shareholders who agreed with the cancellation of the registration, or did not express themselves regarding it, is less than the percentage of 75% (seventy-five percent) provided for in item II of Article 1, the controlling shareholder may make a new public offer, observing the following rules:

I - the new offer must be made within the maximum period of 30 (thirty) days from the end of the previous offer period, and cannot be for a period less than 20 (twenty) nor more than 45 (forty-five) days;

II - if the offeror has acquired shares in the previous offer, the new conditions, if more advantageous for the minority shareholder, will extend to those who have accepted that offer;

III - the offer instrument must contain the information provided in the previous offer, shall be forwarded to the Securities and Exchange Commission and is independent of new approval;

Sole Paragraph. All minority shareholders shall be assured the right to accept the new offer made by the controlling shareholder.

Art. 17. Upon expiration of the offer period, the intermediary financial institution shall communicate, within 15 (fifteen) days, the result to the Securities and Exchange Commission and, through the newspapers that published the offer instrument, to the public.

Art. 18. The financial institution shall specify in its communication:

I - the number of shares in circulation in the market acquired by the controlling shareholder;

II - the number of minority shareholders who agreed, and those who disagreed, with the cancellation of the registration, and the number of shares they hold;

III - the number of minority shareholders who did not express themselves on the cancellation of the registration, and the number of shares they hold;

IV - whether the requirements of Article 1 were cumulatively met.

Art. 19. If the financial institution informs, for any reason, that the requirements of Article 1 were met, shareholders who have not sold their shares shall have the option to sell at the offered price, and the controlling shareholder shall have the obligation to buy the shares they held on the date of the General Meeting. The minority shareholder's option may be exercised within a period of up to 2 (two) years, counted from the date of publication of the communication referred to in Article 17, and the controller shall have 15 (fifteen) days to acquire the shares at the same price of the Public Purchase Offer made, monetarily updated, up to the date of effective payment.

Art. 20. The Securities and Exchange Commission, within the period of 15 (fifteen) days of receipt of the communication of the offer result, shall verify if the rules of this Instruction were met and, if the requirements of Article 1 are met, shall proceed to the immediate cancellation of the registration, regardless of any additional formality.

Art. 21. Regarding the cancellation of the registration of a Company that has proceeded to the issuance of debentures, the Securities and Exchange Commission shall only proceed with the cancellation if the Company proves that:

I - it proceeded to the redemption of all debentures in circulation or, if the term for redemption has legitimately expired or been accelerated and not all issues have been redeemed, it proceeded to the deposit of the redemption value of the debentures in a commercial bank, at the disposal of the debenture holders; or

II - the controlling shareholder acquired, directly or through Companies under its control, all debentures in circulation in the market.

Art. 22. In the event of the effective bank deposit referred to in item I of Article 21, the Company must publish an advertisement informing the debenture holders that the amount related to the redemption is deposited in a bank and at their disposal.

Art. 23. The cancellation of the registration of the Company that has traded subscription bonuses for shares shall be conditioned on the controlling shareholder, or a company under its control, acquiring all bonuses in circulation in the market.

Art. 24. The cancellation of the registration of the Company that has issued other securities shall be conditioned, insofar as applicable, to the observance of the provisions of Articles 21, 22 and 23 of this Instruction.

Art. 25. The controlling shareholder may make a public offer for the acquisition of debentures, subscription bonuses for shares or other securities in circulation in the market, the implementation of such offer being independent of prior approval by the Securities and Exchange Commission.

Art. 26. Proof of compliance with the provisions of Article 21 shall be made by presenting:

I - a declaration by the Fiduciary Agent certifying that all debentures in circulation in the market were redeemed by the issuing Company or acquired by its controlling shareholder, or by companies under its control, or, in the case of partial redemption, that the bank deposit mentioned in item I of Article 21 was effected;

II - another document deemed necessary by the Securities and Exchange Commission.

Art. 27. Proof of compliance with the provisions of Article 23 shall be made by presenting a declaration by the issuing Company certifying that all subscription bonuses for shares in circulation in the market were acquired by the controlling shareholder or by companies under its control.

Art. 28. The Company whose registration has been cancelled in accordance with this Instruction may only request new registration after 3 (three) years, counted from the date of cancellation, such restriction not applying in the following cases:

I - the cancellation was granted to the open Company that has not made a public distribution of shares, at any time, nor by the conversion of debentures, exercise of subscription bonuses or under any other modality, provided that, in this case, the cancellation was effected through proof of redemption of all issues of these securities; or

II - if the Company had its shareholding control alienated after the granting of the cancellation of its registration, without prejudice to the provisions of item IX of Article 9 of this Instruction.

Art. 29. The rules contained in this Instruction are exempted, being allowed to request and obtain the cancellation of the registration referred to in Article 1, after prior approval deliberated in a General Meeting, Companies that do not have in circulation in the market, on the date of the General Meeting, shares representing more than 10% (ten percent) of the social capital.

Art. 30. Companies that meet the requirement of the previous article may request the cancellation of the registration referred to in Article 21 of Law No. 6,385/76, provided that the controlling shareholder undertakes to formulate a public proposal for the acquisition of all shares in circulation in the market, observing the following rules:

I - irrevocable acquisition proposal published at least 2 (two) times, with an interval of 5 (five) days, and for a minimum validity period of 2 (two) years, counted from the first publication;

II - the acquisition price of the shares cannot be less than their book value, observing, insofar as applicable, the rules of calculation and payment contained in Article 45 of Law No. 6,404, of December 15, 1976, monetarily updated until the date of effective payment.

III - if the value obtained by dividing the social capital, added to the monetary correction reserve, by the total number of shares issued, is greater than the value calculated according to the previous item II, this value shall be adopted as the acquisition price, also duly corrected until the date of effective payment.

Art. 31. The expenses and costs related to the procedures necessary for the cancellation of the registration referred to in this Instruction shall be the exclusive responsibility of the controlling shareholder, not being transferable, under any title, to the company.

Art. 32. The rules in force on disclosure and publication of the Company's acts, including those issued by the Securities and Exchange Commission, apply to the disclosures and publications provided for in this Instruction.

Art. 33. For the purposes of Article 13 of CVM Instruction No. 93, of December 26, 1988, the requirements of items I and III of Article 1 of this Instruction apply.

Art. 34. This Instruction shall enter into force on the date of its publication, revoked CVM Instruction No. 03, of August 17, 1978 and CVM Instruction No. 55, of October 20, 1986.

Original signed by
FLORA VALLADARES COELHO
Interim President