CVM Instruction 265 (Revoked) - Registration of Beneficiary Societies of Tax Incentive Resources — CVM — BR

Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031 FULL TEXT OF CVM INSTRUCTION NO. 265, OF JULY 18, 1997, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NO. 311/99, 545/14, 556/15 AND 609/19. CVM INSTRUCTION NO. 265, OF JULY 18, 1997. Provides for the registration of beneficiary societies of resources originating from tax incentives.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM, makes public that the Collegiate Body, in a meeting held on this date, and based on the provisions of articles 1, item I, and 3, item I, letters "A" and "C", of Decree-Law No. 2,298, of November 21, 1986, resolved to issue the following Instruction:

OF THE SOCIETIES

Art. 1. The beneficiary societies of resources originating from tax incentives provided for in DECREE-LAW NO. 1,376, of December 12, 1974, are governed and supervised in accordance with the provisions of DECREE-LAW NO. 2,298/86, and with the provisions of this Instruction.

§1. The norms of this Instruction also apply to societies that received resources under the terms of the legislation referred to in letters "A" to "E" and "G" of the sole paragraph of article 1 of Decree-Law No. 1,376/74. §1. The norms of this Instruction also apply to societies that received resources under the terms of the legislation referred to in letters “c” to “e” of the sole paragraph of article 1 of Decree-Law No. 1,376/74.

§1 with wording given by CVM Instruction No. 556, of January 22, 2015.

§2. Participation societies beneficiary of resources originating from tax incentives that have issued or will issue Certificates of Participation in Reforestation (CPR), in the form of DECREE-LAW NO. 1,376/74, and complementary legislation, will be subject to specific regulation, and the provisions of this Instruction will not apply to them.

§3. The norms of this Instruction also do not apply to the societies referred to in the "caput" of this article that:
a) have the registration of an open company; b) receive resources solely in the form of article 18 of DECREE-LAW NO. 1,376/74, or of article 9 of LAW NO. 8,167, of January 16, 1991; c) in consideration for the resources received from regional investment funds, issue exclusively simple debentures; b) receive or have received resources solely in the form of article 18 of Decree-Law No. 1,376/74, or of article 9 of Law No. 8,167, of January 16, 1991;

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 2
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031 c) in consideration for the resources received from regional investment funds, issue exclusively simple debentures or have issued debentures convertible into shares, whose conversion period has expired;

Letters b and c with wording given by CVM Instruction No. 556, of January 22, 2015.

d) have net equity equal to or less than R$ 10,000,000.00 (ten million reais), according to the financial statements of the last fiscal year, duly audited by an independent auditor registered with the CVM.

§4. For the societies referred to in letter "d" of the previous paragraph, registered with the CVM, or that have not complied with the provisions of article 2 and the sole paragraph of article 26 of CVM INSTRUCTION NO. 92, of December 8, 1988, which already have dispersed shares in the market on the date of publication of this Instruction, the cancellation or exemption of registration depends on a public offer to acquire all of these titles, in accordance with article 20 and following of this Instruction.

OF THE REGISTRATION

Art. 2. The societies referred to in the "caput" and § 1 of article 1 will be mandatorily registered with the Securities and Exchange Commission, in accordance with the norms provided for in this Instruction.

§1. The registration does not imply, on the part of the CVM, judgment on the quality of the issuing society, or guarantee of the truthfulness of the information provided, which are the responsibility of its administrators.

§2. When the beneficiary society of tax incentive resources issues convertible debentures, it must obtain from the CVM the registration of an incentivized society, prior to the sale of the shares subject to conversion in the special auctions promoted by the regional investment funds.

§3. The beneficiary societies of resources originating from tax incentives may obtain from the CVM the exemption or cancellation of the registration provided for in this Instruction in the following cases:
a) by proving that all of the shares issued by the societies belong to the controllers (art. 116 of LAW NO. 6,404, of December 15, 1976); b) have been excluded from the tax incentive system by the regional development agency, for reasons such as cancellation, expiration, paralysis and withdrawal; c) are paralyzed after the implementation of the project, according to information from the regional development agency. b) have been excluded from the tax incentive system by the Ministry of National Integration, for reasons such as cancellation, expiration, paralysis and withdrawal; c) are paralyzed after the implementation of the project, according to information from the Ministry of National Integration.

Letters b and c with wording given by CVM Instruction No. 556, of January 22, 2015.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 3
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031

§4. For the societies referred to in letters "b" and "c" of the previous paragraph, which already have dispersed shares in the market on the date of publication of this Instruction, the exemption or cancellation of registration depends on a public offer to acquire all of these titles, in accordance with article 20 and following of this Instruction.

§5. The beneficiary societies of resources originating from tax incentives that were obliged to register with the CVM, under CVM Instruction No. 92/88, and that did not register, may obtain simplified registration, when they intend to subsequently cancel it, in accordance with § 4 of art. 2 of this Instruction.

§5 included by CVM Instruction No. 311, of August 13, 1999.

OF THE DOCUMENTS NECESSARY FOR OBTAINING REGISTRATION

Art. 3. The registration request referred to in this Instruction must be accompanied by the following documents:
I - Declaration of a self-regulatory entity, authorized to operate by the CVM - stock exchange or organized over-the-counter market - informing of the approval of the request for admission to trading of the society's securities, conditioned only on obtaining registration with the CVM. II - Updated and typewritten copy of the articles of association and the list of the society's shareholding composition. II – Articles of association, consolidated and updated, and nominal list of shareholders, indicating the quantity of shares held by them, by type and class.

Item II with wording given by CVM Instruction No. 556, of January 22, 2015.

III - Financial statements and explanatory notes provided for in article 176 of LAW NO. 6,404/76, referring to the last fiscal year, prepared according to the determinations of this law and CVM norms, attaching the publication in a newspaper and in the official gazette. IV - Administration report referring to the last fiscal year, prepared in accordance with article 133 of LAW NO. 6,404/76 and with CVM ORIENTING OPINION NO. 15, of December 28, 1987. V - Audit report issued by an independent auditor, duly registered with the CVM, referring to the financial statements of the last fiscal year, or prepared on a date subsequent to its closing. VI - Consolidated financial statements, prepared in accordance with current legislation (LAW NO. 6,404/76, articles 249 and 250, and CVM INSTRUCTION NO. 247, of March 23, 1996), accompanied by explanatory notes and independent audit report, referring to the last fiscal year, or prepared on a date subsequent to its closing. VII - Financial statements, including, if applicable, consolidated, accompanied by explanatory notes and independent audit report, prepared on a date that precedes, at most 3 (three) months from the registration request with the CVM, when:
V – Report of the independent auditor, duly registered with the CVM, referring to the financial statements of the last fiscal year, or prepared on a date subsequent to its closing.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 4
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031 VI – Consolidated financial statements, prepared in accordance with current legislation (Law No. 6,404/76, articles 249 and 250, and CVM Instruction No. 247, of March 27, 1996), accompanied by explanatory notes and the independent auditor's report, referring to the last fiscal year, or prepared on a date subsequent to its closing. VII – Financial statements, including, if applicable, consolidated, accompanied by explanatory notes and independent auditor's report, prepared on a date that precedes at most 3 (three) months from the registration request with the CVM, when:

Items V, VI and VII with wording given by CVM Instruction No. 556, of January 22, 2015.
a) the last fiscal year comprises a period greater than 12 (twelve) months and the society has not yet prepared the respective financial statements; b) the current fiscal year comprises a period greater than 12 (twelve) months and, on the date of the registration request, a period equal to or greater than 12 (twelve) months has already elapsed.

VIII - Copies of minutes of all general shareholders' meetings held in the 12 (twelve) months prior to the date of the registration request with the CVM.
IX - "Facsimile" of the certificates of all types of securities issued by the society, or, if applicable, copy of the contract with the financial institution for the execution of bookkeeping share services. IX – In the case of contracting share bookkeeping services, copy of the contract signed with the financial institution for this purpose.

Item IX with wording given by CVM Instruction No. 556, of January 22, 2015.

X - Copy of the economic-financial feasibility study of the project and the act of proof by the competent body, when it is a society in implementation or in the pre-operational phase.
XI – Copies of minutes of all board of directors meetings that have elected or dismissed company directors, held in the 12 (twelve) months prior to the date of the registration request with the CVM.
XII – Updated registration data, containing, at minimum, the following information:
a) corporate name of the company and telephone and complete address of its headquarters, as well as, if applicable, electronic address and alternative address in a more easily accessible location; b) registration number in the National Registry of Legal Entities of the Ministry of Finance; c) name of the president or director responsible for contact with the CVM and telephone and fax numbers and e-mail address; d) composition of the administrative bodies and the fiscal council, if the latter is in operation, discriminating, by body:

each of its members;
the date of their election; and

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 5
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
3. the expected date for the end of their term.
e) indication of the provider of share bookkeeping services, in the case of contracting a financial institution for this purpose.

Items XI and XII included by CVM Instruction No. 556, of January 22, 2015.

Sole paragraph. The simplified registration request, provided for in §5 of art. 2 of this Instruction, must be accompanied by the following documents:
I - financial statements of the last fiscal year, duly audited by an independent auditor duly registered with the CVM; II – nominal list of shareholders and respective share positions, on September 10, 1989 and on October 31, 1997; III – minutes of the last ordinary general shareholders' meeting; and IV – minutes of the general shareholders' meeting that deliberated the cancellation of registration.

Sole paragraph included by CVM Instruction No. 311, of August 13, 1999.

§1. The simplified registration request, provided for in §5 of art. 2 of this Instruction, must be accompanied by the following documents:
I - financial statements of the last fiscal year, duly audited by an independent auditor registered with the CVM; II – nominal list of shareholders and respective share positions, on September 10, 1989 and on October 31, 1997; III – minutes of the last ordinary general shareholders' meeting; and IV – minutes of the general shareholders' meeting that deliberated the cancellation of registration.

Original sole paragraph renumbered to § 1, with wording given by CVM Instruction No. 556, of January 22, 2015.

§ 2. To comply with the provisions of items III and VI of the caput, audit reports containing modified opinion on relevant distortions in the financial statements will not be accepted.

§ 2 included by CVM Instruction No. 556, of January 22, 2015.

OF THE DEADLINE FOR GRANTING REGISTRATION

Art. 4. The registration will be considered automatically granted if the request is not denied within 30 (thirty) days from its presentation, through protocol.
Sole Paragraph. The request not accompanied in the manner provided for in article 3 will be summarily denied, informing the applicant of the decision.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 6
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031

Art. 5. The 30 (thirty) day period will be interrupted only once, if the CVM requests the society to provide additional documents and information regarding the registration request, and a new period of 30 (thirty) days will start from the fulfillment of the requirements. Sole Paragraph. To meet any requirements, a period not exceeding 60 (sixty) days will be granted, counted from the receipt by the applicant of the respective correspondence, under penalty of the request being denied.

OF THE DENIAL OF THE REGISTRATION REQUEST

Art. 6. If the request is summarily denied or subsequently denied, all documents that accompanied it will be available to the society for a period of 90 (ninety) days, counted from the date of knowledge of the decision, after which they will be destroyed.

OF THE UPDATE OF REGISTRATION

Art. 7. Once the registration is granted, the beneficiary society of resources originating from tax incentives must adopt the following procedures:
I - Send to the CVM, to the operating bank of the investment funds and to the self-regulatory entity in which its securities are admitted to trading, the periodic and occasional information provided for in articles 12 and 13 of this Instruction. I – Send to the CVM, through an electronic system available on the CVM's page on the worldwide computer network, to the operating bank of the investment funds and to the self-regulatory entity in which its securities are admitted to trading, the periodic and occasional information provided for in articles 12 and 13 of this Instruction.

Item I with wording given by CVM Instruction No. 556, of January 22, 2015.

II - Keep, at its headquarters, available to the holders of securities, the information referred to in item I.
Sole Paragraph. The information referred to in item I must be sent to the operating bank only when the securities issued by the societies are in the portfolio of the funds administered by that institution.

Art. 8. The information received by the CVM will be made available to the public, with the exception of those considered confidential by the society and submitted to the CVM's appreciation, in accordance with the sole paragraph of art. 10 of this Instruction. Sole Paragraph. When the society sends confidential information to the CVM, it must do so in a separate document, addressed to the President of the CVM, in a sealed envelope, in which the word CONFIDENTIAL must appear.

OF THE INFORMATION

Art. 9. The society governed by this Instruction must declare, in the mandatory publications, its status as a beneficiary of resources originating from tax incentives, in accordance with DECREE-LAW NO. 2,298/86.

Art. 10. The administrators of the societies registered with the CVM, in the manner of this Instruction, are obliged to immediately communicate to the self-regulatory entity, to the CVM and to disclose, in the manner of the law, any deliberation of the general assembly or of the society's administrative bodies, or any relevant act or fact occurring in its business, that may influence, in a considerable manner, the decision of investors to sell or buy securities issued by the company. Sole Paragraph. The provisions of CVM INSTRUCTION NO. 31, of February 8, 1984, apply to the societies registered in the manner of this Instruction. Sole Paragraph. The specific norms regarding the disclosure and use of information on relevant acts or facts apply to the societies registered in the manner of this Instruction.

Sole paragraph with wording given by CVM Instruction No. 556, of January 22, 2015.

Art. 11. It is incumbent upon the administrators, controlling shareholders of the societies registered in the manner of this Instruction, and anyone who, by virtue of their position, function, role or profession, has knowledge of information relating to a relevant act or fact, to keep it confidential, until its effective disclosure to the market, in accordance with article 10 and CVM INSTRUCTION NO. 31/84. Art. 11. It is incumbent upon the administrators, controlling shareholders of the societies registered in the manner of this Instruction, and anyone who, by virtue of their position, function, role or profession, has knowledge of information relating to a relevant act or fact, to keep it confidential, until its effective disclosure to the market, in accordance with the specific norms regarding the disclosure and use of information on relevant acts or facts.

Caput of art. 11 with wording given by CVM Instruction No. 556, of January 22, 2015.

Sole Paragraph. It is also incumbent upon the administrators to ensure that subordinates and third parties of their trust:
a) keep confidential information relating to relevant acts or facts to which they have privileged access; b) do not use that information to obtain, for themselves or for others, an advantage through trading with securities.

OF PERIODIC INFORMATION

Art. 12 The beneficiary society of resources originating from tax incentives must provide, in the manner of article 7, item I, of this Instruction, the following periodic information, within the specified deadlines:
I Financial statements and, if applicable, consolidated statements, accompanied by updated registration data, the administration report and the audit report issued by an independent auditor:
I – Financial statements and, if applicable, consolidated statements, accompanied by the administration report and the independent auditor's report registered with the CVM:

Item I with wording given by CVM Instruction No. 556, of January 22, 2015.
a) up to one month before the date scheduled for the holding of the ordinary general assembly; or b) on the same day of its publication by the press, or of its availability to shareholders, if this occurs on a date prior to that mentioned in letter "a".

CVM INSTRUCTION NO. 265, OF JULY 18, 1997

II - Call for an ordinary general assembly, on the same day of its publication in the press.

III - Updated bylaws, typewritten, with indication of the dates of publication of the minutes of the general assemblies that modified them in the last fiscal year, within 30 (thirty) days after the holding of the ordinary general assembly.

III – REVOKED.

Item III revoked by CVM Instruction No. 556, of January 22, 2015.

IV - Minutes of the ordinary general assembly, within 30 (thirty) days after its holding, with indication of the dates and newspapers of its publication, if this has already occurred.

V - "Facsimile" of the securities certificates issued by the company, or, if applicable, copy of the contract with the financial institution for the execution of bookkeeping share services, if there has been a change in those previously sent, simultaneously with the delivery of the new certificates to their respective holders.

V – REVOKED.

Item V revoked by CVM Instruction No. 556, of January 22, 2015.

VI – Updated registration data referred to in item XII of art. 3 of this Instruction by May 31 of each year.

Item VI included by CVM Instruction No. 556, of January 22, 2015.

§1º In the event that the company is in the implementation or pre-operational phase, it must provide updated data on the progress of the project, presented to the CVM at the time of the registration request, together with the financial statements.

§2º The bankrupt or insolvent company must present only the information forwarded to the Judiciary, in the periodicity determined by it.

§2º The company in judicial or extrajudicial reorganization or bankrupt must present only the information forwarded to the Judiciary, in the periodicity determined by it.

§2º with wording given by CVM Instruction No. 556, of January 22, 2015.

ON OCCASIONAL INFORMATION

Art. 13. The company benefiting from resources originating from tax incentives must provide, in the form of article 7, item I, of this Instruction, the following information, or send copies of the documents referred to below, within the specified deadlines:

Art. 13. The company benefiting from resources originating from tax incentives must provide, in the form of article 7, item I, of this Instruction, the following information, within the specified deadlines:

Caput of art. 13 with wording given by CVM Instruction No. 556, of January 22, 2015.

I - Call for an extraordinary or special general assembly, on the same day of its publication.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 9

II - Minutes of the extraordinary or special general assembly, within 10 (ten) days after its holding.

III - Shareholders' agreement (art. 118 of LAW NO. 6.404/76), within 10 (ten) days after its filing at the company's headquarters.

IV - Convention for the constitution of a group of companies in which it participates, within 10 (ten) days after the holding of the general assembly that deliberated on the matter.

V - Communication on relevant act or fact, in accordance with article 157, § 4 of LAW NO. 6.404/76 and CVM INSTRUCTION NO. 31/84, immediately after its occurrence.

VI - Information on the petition for bankruptcy, its grounds, financial statements specifically prepared to obtain the legal benefit and, if applicable, the situation of debenture holders regarding the receipt of invested amounts, on the same day the petition is filed in court.

VII - Judgment granting bankruptcy, or declaring insolvency, on the same day of its knowledge by the company.

V – Communication on relevant act or fact, in accordance with article 157, §4 of Law No. 6.404/76 and the specific regulation regarding the disclosure and use of information on relevant act or fact, immediately after its occurrence.

VI – Initial petition for judicial reorganization or homologation of the extrajudicial reorganization plan, with all documents that support it, on the same day of the protocol in court.

VII – Judgment denying or granting the request for judicial reorganization, homologation of the extrajudicial reorganization plan or the request for insolvency, on the same day of its knowledge by the company.

Items V, VI and VII with wording given by CVM Instruction No. 556, of January 22, 2015.

VIII - Interim balance sheets, on the same day of their disclosure.

IX - Other information requested by the CVM, within the deadline set by it.

X – Changes in the registration data referred to in item XII of art. 3 and VI of art. 12 of this Instruction, within 10 (ten) days counted from the said change.

XI – Consolidated bylaws, within 10 (ten) days counted from the date of the assembly that deliberated on the alteration of the bylaws.

XII – Copies of minutes of board of directors meetings that have elected or dismissed company directors or that contain deliberations intended to produce effects towards third parties, within 10 (ten) days counted from their holding.

Items X, XI and XII included by CVM Instruction No. 556, of January 22, 2015.

ON THE PENALTY FINE FOR UPDATING THE REGISTRATION

Art. 14 The company benefiting from resources originating from tax incentives that does not keep its registration updated, in accordance with articles 7, 12 and 13 of this Instruction, will be subject to the maximum daily fine provided by law, without prejudice to the faculty attributed to the CVM and to self-regulatory entities to suspend the trading of securities, of responsibility of the administrators, in accordance with the

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 10

DECRE-LAW NO. 2.298/86, and of eventual penalties to be applied by the development agencies or by the operating banks.

§1º The penalty fine will apply from the first business day following the end of the deadline for compliance with the regulatory obligation, regardless of notification, or that fixed by the CVM in the case of item IX of article 13 of this Instruction.

§2º From the decision that imposes the fine, an appeal may be filed to the Collegiate Body, in accordance with CVM DELIBERATION NO. 202, of October 25, 1996.

Art. 14. In accordance with the specific norms regarding the subject, the company benefiting from resources originating from tax incentives is subject to a daily fine, due to non-compliance with the deadlines provided in this Instruction for the delivery of periodic information, in the amount of R$ 100.00 (one hundred reais), without prejudice to the faculty attributed to the CVM and to self-regulation entities to suspend the trading of securities, of responsibility of the administrators, in accordance with the Decree-Law No. 2.298, of 1986, and of eventual penalties to be applied by the Ministry of National Integration or by the operating banks.

Art. 14 with wording given by CVM Instruction No. 556, of January 22, 2015.

Art. 14. The company benefiting from resources originating from tax incentives is subject to a daily fine provided for in the specific norm that deals with penalty fines due to non-compliance with the deadlines provided in this Instruction for the delivery of periodic information, without prejudice to the faculty attributed to the CVM and to entities administering organized marketplaces to suspend the trading of securities, of responsibility of the administrators, in accordance with the Decree-Law No. 2.298, of 1986, and of eventual penalties to be applied by the Ministry of National Integration or by the operating banks.

Art. 14 with wording given by CVM Instruction No. 609, of June 25, 2019.

Sole Paragraph. The collection of penalty fine in accordance with the caput will be applied to information whose delivery deadline occurs from January 1, 2016.

Sole Paragraph with wording given by CVM Instruction No. 556, of January 22, 2015.

ON THE TRADING OF THE INCENTIVIZED SECURITIES

Art. 15 The public trading of securities issued by companies registered in accordance with this Instruction may only be carried out in the spot mode.

Art. 16 The companies registered in accordance with this Instruction must request admission to the trading of their issued securities in a self-regulatory entity - stock exchange or organized over-the-counter market - authorized to operate by the CVM.

Sole Paragraph. The self-regulatory entity may establish its own requirements for the admission of securities in its premises or system, including regarding contributions and fees.

ON PROHIBITIONS

Art. 17 Trading with securities issued by a company registered in accordance with this Instruction is prohibited for administrators, controlling shareholders or anyone who, by virtue of their position, function, role, or profession, has knowledge of information relating to a relevant act or fact, before its communication to the market, in the form provided for in article 10 of this Instruction and in CVM INSTRUCTION NO. 31/84.

Art. 17. Trading with securities issued by a company registered in accordance with this Instruction is prohibited for administrators, controlling shareholders or anyone who, by virtue of their position, function, role, or profession, has knowledge of information relating to a relevant act or fact, before its communication to the market, in the form provided for in article 10 of this Instruction and in the specific regulation regarding the disclosure and use of information on relevant act or fact.

Caput of art. 17 with wording given by CVM Instruction No. 556, of January 22, 2015.

§1º The same prohibition applies to anyone who has knowledge of information relating to a relevant act or fact, knowing that it is privileged information not yet disclosed to the market.

§2º The violation of the provisions of this article constitutes an unfair practice, for the purposes provided for in article 3, items II and III of DECRE-LAW NO. 2.298/86.

ON SUPERVISION

Art. 18 The company referred to in article 1 must keep its corporate books, accounting records and other documents that embody the information provided in accordance with this Instruction in good order, allowing, at any time, their examination by the CVM's supervision.

ON AUDIT

Art. 19 The exercise of independent auditing activity of the financial statements of the companies governed by this Instruction is subject to the CVM's norms on the registration, exercise of activity and definition of the duties and responsibilities of independent auditors.

ON PUBLIC OFFER FOR DISPENSATION AND CANCELLATION OF REGISTRATION

Art. 20 The public offer for the acquisition of shares referred to in this Instruction must be irrevocable, with a minimum validity period of 90 (ninety) days, counted from its publication.

Sole Paragraph. The acquisition price of the shares cannot be lower than the highest of the following values, except as provided in article 21:

a) book value of the share, calculated based on a financial statement referring to the last fiscal year, audited by an independent auditor registered with the CVM;

b) share quotation on a stock exchange or in an organized over-the-counter market.

Art. 21 The acquisition price of the shares may be lower than the values established in article 20 if duly justified by the controlling shareholder, and provided that shareholders holding, in aggregate, 10% of the shares subject to the offer do not expressly oppose the dispensation or cancellation of the company's registration.

Art. 22 The dispensation or cancellation of the registration must be previously approved by shareholders gathered in an extraordinary general assembly specifically convened for this purpose.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 12

Art. 23 In the general assembly convened to deliberate on the dispensation or cancellation of the registration, the controlling shareholder must declare that it will make a public offer, informing the shareholders present of the price to be offered and the payment conditions.

Sole Paragraph. Dissenting shareholders must manifest themselves in writing to the company, with a copy to the operating bank of the fund, and to the CVM, within a maximum period of 30 (thirty) days subsequent to the publication of the notice referred to in article 25.

Art. 24 From the date of publication of the call for the general assembly, the shares issued by the company may only be traded through special procedures to be established by the self-regulatory entities.

Art. 25 On the first business day following the holding of the General Assembly, the controlling shareholder, under penalty of responsibility, must publish a Notice of Relevant Fact, containing the content of the General Assembly's decision and the communication that it will submit the draft of the public offer instrument to the CVM, for its approval, within 45 (forty-five) days subsequent to the holding of the general assembly. It must also send a copy of the notice to the self-regulation entities in which the company's securities are admitted to trading and to the operating banks of the investment funds created by the DECRE-LAW NO. 1.376/74.

Art. 26 Within the period provided for in the previous article, the draft of the public offer instrument will be submitted to the prior approval of the CVM, accompanied by the documents on which the information provided in it is based, with the minutes of the general assembly that approved the request for dispensation or cancellation of the registration, already duly filed in the commercial registry, and with a copy of the communication made to the self-regulatory entity in which it is registered, if applicable.

§1º The company will send to the CVM and to the operating bank of the fund, the list of the company's shareholders, with their respective addresses, in accordance with § 1 of article 100 of LAW NO. 6.404/76.

§2º The offer instrument will be considered approved if the CVM does not deliberate within a maximum period of 30 (thirty) days from the approval request.

§3º The flow of the deadline may be interrupted only once if the CVM requests other documents and information from the company.

§4º The public offer notice must be published within 10 (ten) days counted from the date of approval by the CVM.

Art. 27 The purchase offer instrument must contain the following elements:

I - The price to be paid, in national currency, and the payment conditions, if applicable.

II - The status of the rights of the shares.

III - The procedure that shareholders must adopt to manifest their acceptance and effect the transfer of the shares.

IV - The validity period of the offer, which must be at least 90 (ninety) days, counted from the publication of the notice.

V - The average quotation value of the company's shares in the last twelve months, if any.

VI - Economic-financial indicators of the company referring to the last two fiscal years.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 13

VII - Declaration by the controlling shareholder that it is unaware of the existence of any fact or circumstance, not disclosed to the public, that could influence in a relevant manner the economic-financial situation of the company.

VIII - Address, telex, telephone and fax of the issuing company.

VIII – Address, telephone and fax of the issuing company.

Item VIII with wording given by CVM Instruction No. 556, of January 22, 2015.

Art. 28 In the case of installment payment, the installment period cannot extend beyond the period of 12 (twelve) months, from the acceptance of the offer.

Art. 29 The public offer instrument, after approval by the CVM, must be published once in a widely circulated newspaper, edited in the location where the company's headquarters is located, and disclosed through the bulletins or systems of the self-regulatory entities.

Sole Paragraph. If the number of shareholders is less than 150 (one hundred and fifty), the publication of the Notice may be waived, provided that the shareholders are notified of the public offer, through telegram or letter with receipt confirmation.

Art. 30 After complying with the deadlines and formalities established in this Instruction, the CVM will grant the dispensation or cancellation of the registration referred to in article 2 of this Instruction, as a company benefiting from resources originating from tax incentives.

Art. 31 If there are shares of the company in the possession of investment funds, originating exclusively from applications made in the form provided for in article 18 of the DECRE-LAW NO. 1.376/74 or in article 9 of LAW NO. 8.167/91, the controlling shareholder may acquire them directly from the operating bank.

Sole Paragraph. Once the transaction is consummated, the operating bank must communicate its realization to the CVM, within 15 (fifteen) days.

ON SERIOUS INFRACTIONS

Art. 32 It constitutes a hypothesis of objective nature infraction, in which a summary administrative process procedure may be adopted, in accordance with the Regulation annexed to RESOLUTION CMN NO. 1.657, of October 26, 1989, for the administrator of the company benefiting from resources originating from tax incentives to:

I - Fail to request registration with the CVM, in accordance with article 2 of this Instruction.

II - Fail to adopt the procedures provided for in items I and II of article 7 of this Instruction, except for the hypotheses provided for in items V and X of article 13 of this same Instruction.

Items I and II revoked by CVM Instruction No. 545, of January 29, 2014.

Sole Paragraph. It constitutes a serious infraction, for the purposes provided for in § 3 of article 11 of LAW NO. 6.385/76, combined with item III of article 3 of DECRE-LAW NO. 2.298/86:

I - Non-observance of the deadline fixed in article 132 of LAW NO. 6.404/76 for the holding of the Ordinary General Assembly.

CVM INSTRUCTION NO. 265, OF JULY 18, 1997 14

II - For the administrator of the company to fail to communicate relevant act or fact and to attend to a request for other information requested by the CVM (article 13, items V and X of this Instruction).

III - Non-observance of the provisions of article 17 of this Instruction.

IV - Obstruction of the CVM's supervisory action.

Art. 32. It constitutes a serious infraction, for the purposes provided for in §3 of article 11 of Law No. 6.385/76, combined with item III of article 3 of Decree-Law No. 2.298/86:

I – Non-observance of the deadline fixed in article 132 of Law No. 6.404/76 for the holding of the Ordinary General Assembly.

II – For the administrator of the company to fail to communicate relevant act or fact and to attend to a request for other information requested by the CVM (article 13, items V and IX of this Instruction).

III – Non-observance of the provisions of article 17 of this Instruction.

IV – Obstruction of the CVM's supervisory action.

Art. 32 with wording given by CVM Instruction No. 556, of January 22, 2015.

ON THE TRANSFORMATION INTO A PUBLIC COMPANY

Art. 33 If the company benefiting from resources originating from tax incentives, subject to the terms of this Instruction, intends to carry out a public distribution of securities, it must obtain the registration of a public company provided for in article 21 of LAW NO. 6.385/76.

Art. 34 If the securities issued by the companies referred to in this Instruction come to be acquired by a Conversion Fund - Foreign Capital (Incentivized Area), the provisions of §§ 1 and 2 of article 42 of CVM INSTRUCTION NO. 91, of December 6, 1988, must be observed.

Art. 34. If the securities issued by the companies referred to in this Instruction come to be acquired by a Conversion Fund - Foreign Capital (Incentivized Area), the specific regulation that deals with Conversion Funds must be observed.

Art. 34 with wording given by CVM Instruction No. 556, of January 22, 2015.

ON FINAL AND TRANSITORY PROVISIONS

Art. 35 The company registered in accordance with this Instruction will not be considered a public company.

Art. 36 The norms issued by the CVM regarding transactions with securities of public companies apply to the trading, in the secondary market, of the securities provided for in this Instruction.

Art. 37 For the purposes of this Instruction, all securities issued by these companies and that have not been specifically excluded from this Instruction are considered securities.

Art. 38 The CVM may establish agreements with regional development agencies and with the operating banks, for the purpose of administering the registration referred to in this Instruction.

Art. 38. The CVM may establish agreements with the Ministry of National Integration and with the operating banks, for the purpose of administering the registration referred to in this Instruction.

INSTRUCTION CVM No. 265, OF JULY 18, 1997 15
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br.
Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031

Art. 38 with wording given by CVM Instruction No. 556, of January 22, 2015.
Art. 39 CVM Instructions No. 92, of December 8, 1988, and No. 211, of April 15, 1994, are hereby revoked.
Art. 40 This Instruction shall enter into force on the date of its publication in the Official Gazette of the Union.

Signed original by
FRANCISCO COSTA E SILVA
President

CVM Instruction 265 (Revoked) - Registration of Beneficiary Societies of Tax Incentive Resources

Lineage: Superseded

Timeline

What changed in the obligations