CVM Instruction No. 134 of November 1, 1990 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990, WITH THE AMENDMENTS INTRODUCED BY CVM INSTRUCTIONS NOS. 292/98 AND 480/09.
CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.
Provides for the issuance of Promissory Notes for public distribution.

The BOARD OF DIRECTORS OF THE SECURITIES AND EXCHANGE COMMISSION makes public that in a meeting held on this date, based on the provisions of the Convention for the Adoption of a Uniform Law on Bills of Exchange and Promissory Notes, promulgated by Decree No. 57.663, of January 24, 1966, and on Article 8 of LAW NO. 6.385, of December 7, 1976, as well as on Resolution CMN No. 1,723, of June 27, 1990, resolved to issue the following Instruction:

ON THE ISSUANCE

Art. 1 Companies may issue, for public placement, promissory notes that will confer upon their holders a credit right against the issuer.

Art. 2 The promissory notes will circulate by black endorsement, merely transferring ownership, as provided for in Article 15 of Annex I of the Convention for the Adoption of a Uniform Law on Bills of Exchange and Promissory Notes, promulgated by Decree No. 57.663, of January 24, 1966.

Sole Paragraph. The clause "without guarantee" must obligatorily appear in the endorsement, and this condition must also necessarily appear in the offering prospectus (Article 22).

Art. 3 Only companies with Net Equity equal to or greater than 10 (ten) million National Treasury Bonds for Fiscal Purposes - BTNF, based on financial statements (Article 176 of Law 6.404 of December 15, 1976) prepared in currency of constant purchasing power and drawn up on a date that precedes, by at most, 03 (three) months from the filing of the registration request with the CVM, may effectuate issuances of promissory notes.

Art. 4 Once the amount of promissory notes to be issued has been calculated, the indebtedness index (Current Liabilities plus Long-Term Payables, divided by Net Equity) may not exceed 1.2.

§1 For each new issuance of promissory notes, the issuing company, for the calculation of the limit referred to in this article, must consider the issuances already deliberated and not yet redeemed.

§2 The limit of this article does not apply to issuances and/or installments of the issuance that are the subject of:

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990. a) credit lines contracted at the time of issuance, granted by a qualified financial institution, and available, irrevocably and unconditionally, upon redemption of the promissory notes; b) credit insurance, irrevocable and unconditional.

Art. 5 Only companies that are up to date with the obligations incurred in previous placements of promissory notes may place promissory notes.

• Articles revoked by Instruction 480, of December 7, 2009

ON THE NOMINAL VALUE

Art. 6 The nominal value of the promissory note, expressed in national currency, may not be less than an amount equivalent to 80,000 BTNF, on the date of its issuance deliberation.

ON THE MATURITY PERIOD AND ISSUANCE DATE

Art. 7 Promissory notes must be issued with a minimum maturity period of 30 (thirty) days and a maximum of 180 (one hundred and eighty) days, counted from the date of issuance.

§1 On the maturity date, the promissory note must be settled.

§2 The issuer may, with the express consent of the holder, redeem the promissory notes in advance. Partial redemption must be carried out by lottery or auction, observing the minimum period of this article.

§3 The redemption of the promissory note implies the extinction of the instrument, its maintenance in treasury being prohibited.

Art. 7 The maturity period of the promissory notes, counted from the date of issuance, shall be:
I - thirty days, minimum, and one hundred and eighty days, maximum, when issued by a closed company; II - thirty days, minimum, and three hundred and sixty days, maximum, in the case of issuance by an open company.

§1 On the maturity date, the promissory note must be settled.

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

§2 The issuer may, with the express consent of the holder, redeem the promissory notes in advance.

§3 The redemption of the promissory note implies the extinction of the instrument, its maintenance in treasury being prohibited.

§4 Partial redemption must be carried out by lottery or auction, observing the minimum period of this article.

• Article with wording given by CVM Instruction No. 292, of October 15, 1998

Art. 8 For all purposes and effects, the issuance date of the promissory notes shall be the date of their effective full payment, which shall be made in current currency, on sight, upon subscription.

ON THE DELIBERATION

Art. 9 The bylaws of the issuer must provide for the competence to deliberate on the issuance of promissory notes, which may be the shareholders' meeting or administrative bodies.

Art. 10 The deliberation to issue promissory notes must provide for the following:
I - the value of the issuance, and its division into series, if applicable; II - quantity and nominal value of the promissory notes; III - remuneration and monetary update conditions, if any; IV - maturity period of the instruments; V - guarantees, if applicable; VI - statement to prove compliance with the limits provided for in this Instruction; VII - place of payment; VIII - contracting of service provision, such as custody, settlement, issuance of certificates, paying agent, as applicable.

Sole Paragraph. The post-fixed monetary update of the Promissory Note must obey the minimum periods established by the Central Bank of Brazil for the Bank Deposit Certificate.

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

ON THE REGISTRATION OF THE ISSUING COMPANY

Art. 11. Companies that have their registration referred to in Article 21 of LAW NO. 6.385, of December 7, 1976, duly updated, will only need the registration request for the distribution of promissory notes for their placement with the public, in accordance with this Instruction.

Art. 12. Companies that do not possess the aforementioned registration must request it together with the registration request for distribution, accompanied by the following documents:
I - when it is a registration request for trading on a Stock Exchange, a declaration from the exchange informing the approval of the request for admission to trading of the company's promissory notes, conditioned only on obtaining CVM registration; II - updated copy of the Bylaws, observing the provisions of Article 9; III - information regarding the last social year containing the following:
a) management report prepared and published in the form of Article 133 of LAW NO. 6.404, of December 15, 1976, observing the standards applicable to open companies; b) financial statements, including, if applicable, consolidated statements, prepared in the form required by LAW NO. 6.404, of December 15, 1976, accompanied by Explanatory Notes and Opinion of an Independent Auditor registered with the CVM. IV - financial statements, including, if applicable, consolidated statements, prepared in currency of constant purchasing power, for full compliance with the Principle of Common Monetary Denominator, accompanied by Explanatory Notes, drawn up on a date that precedes, by at most, 03 (three) months from the registration request with the CVM; V - minutes of the last Ordinary General Assembly; VI - declaration by the company containing information of a registration nature regarding:
a) protested titles in the last 12 (twelve) months; and b) requests for bankruptcy or liquidation, at any time.

Art. 13. The company must provide the CVM with the following information periodically, within the specified deadlines:

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

I - financial statements and, if applicable, consolidated statements, prepared in accordance with LAW NO. 6.404, of December 15, 1976, and complemented in currency of constant purchasing power, accompanied by the Management Report, Explanatory Notes, and Opinion of an Independent Auditor registered with the CVM:
a) up to one month before the date scheduled for the holding of the OGA; or, b) on the same day of its publication in the press or its placement at the disposal of shareholders, if this occurs on a date prior to that mentioned in letter "a". II - notice of convocation of the Ordinary General Assembly, on the same day of its publication in the press; III - updated bylaws up to 30 (thirty) days after the holding of the Ordinary General Assembly. IV - minutes of the Ordinary General Assembly, up to 30 (thirty) days after its holding.

Sole Paragraph. If the company has been declared bankrupt, or in extrajudicial liquidation, the trustee, or the liquidator, must provide quarterly information on fixed deadlines, stages reached, assets sold, amounts collected, amounts reimbursed, and other information considered relevant for the holders of the promissory notes, up to 60 (sixty) days after the end of each quarter of the social year.

Art. 14. The company must provide the CVM and the market with the following information:
I - communication regarding relevant acts or facts, in accordance with § 4 of Article 157 of LAW NO. 6.404, of December 15, 1976, and CVM INSTRUCTION NO. 31, of February 8, 1984, on the same day of its dissemination in the press:
II - information regarding the request for bankruptcy, its grounds, financial statements specifically prepared to obtain the legal benefit, and, if applicable, the situation of the holders of the promissory notes regarding the receipt of invested amounts, on the same day the request is filed in court; III - judgment granting bankruptcy, on the same day the company becomes aware of it; IV - information regarding the request or confession of bankruptcy, on the same day the company becomes aware of it, or of the filing of the request in court, as applicable; V - declaratory judgment of bankruptcy, indicating the trustee of the bankrupt estate, on the same day the company becomes aware of it;

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

VI - other information requested by the CVM, within the deadline set by it.

Art. 15. The issuing company that does not maintain its registration updated, in accordance with current regulations, will be subject to a daily fine of 10 (ten) times the nominal value of 6.92 National Treasury Bonds - BTN -, without prejudice to the liability of the administrators under Articles 9-V and 11 of LAW NO. 6.385, of December 7, 1976.

Sole Paragraph. This fine will apply from the first business day following the end of the deadlines provided for in the cited CVM regulation on registration updates, regardless of notification.

Art. 16. It constitutes a serious offense for the purposes of § 3 of Article 11 of LAW NO. 6.385, of December 7, 1976, the violation of the provisions of this Instruction and the non-observance of the deadline fixed in Article 132 of LAW NO. 6.404, of December 15, 1976, for the holding of the ordinary general assembly.

Art. 17. The company registered under the terms of this Instruction must declare its status as an open company in the publications ordered by the Companies Law and by other legal norms that regulate the securities market, specifying that this status makes it eligible only for the public placement of promissory notes.

Art. 18. The trading of other securities issued by the companies registered under the terms of this Instruction will depend on prior authorization by the CVM, after compliance with the applicable regulatory norms.

Art. 19. Companies with registration for trading exclusively promissory notes, obtained under the terms of this Instruction, may request the cancellation of this registration, in accordance with current regulations, after proof of redemption of all promissory notes of their issuance.

Sole Paragraph. Companies that obtain the cancellation of registration under the terms of this article may, at any time, request new registration.

• Articles revoked by CVM Instruction No. 480, of December 7, 2009

ON THE REGISTRATION AND PUBLIC DISTRIBUTION

Art. 20. The registration of the distribution of promissory notes must be requested to the CVM by the issuing company itself or through an institution that is part of the securities distribution system.

Art. 21. The registration request must be accompanied by the following documents:

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

I - copy of the distribution contract and, if applicable, placement guarantee; II - draft of the prospectus (Article 22); III - draft of the announcement of start and end of distribution (Annexes II and III); IV - prior manifestation of the Stock Exchange where the operation will take place, if applicable; V - list of participants in the underwriting syndicate, discriminating the quantity and titles attributed to each, if applicable; VI - service provision contract, such as custody, settlement, issuance of certificates, paying agent, as applicable; VII - copy of the publication of the minutes of the deliberation on the issuance of the titles; VIII - contract referred to in § 2 of Article 4.

ON THE PROSPECTUS

Art. 22. Prospectus is the document that contains the basic data on the operation and the issuing company, from which must appear, at minimum:
I - detailed information on the offering and issuing company, in accordance with Annex I, attaching the issuer's financial statements (Article 3), if the contract referred to in § 2 of Article 4 has not been signed; II - information on the guarantor, attaching the financial statements related to the last semi-annual balance sheet drawn up; III - minutes of the meeting that deliberates the issuance of the promissory notes; IV - copy of the contract referred to in § 2 of Article 4.

Sole Paragraph. The prospectus must necessarily be delivered to each purchaser of the promissory note, and the leading institution of the offering, upon request by the CVM, must prove such delivery.

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

DEADLINES FOR ANALYSIS

Art. 23. The registration will become automatically effective if the request is not denied within 10 (ten) business days after its presentation to the CVM, via protocol, with the required documents and information.

§1 The 10 (ten) business day deadline may be interrupted only once, if the CVM requests additional information or conditions the registration to modifications in the relevant documentation.

§2 To meet any requirements, a deadline not exceeding 20 (twenty) business days will be granted, counted from the dispatch of the respective correspondence.

APPROVAL

Art. 24 The approval of the registration will be communicated via letter to the company and/or the intermediary in the distribution, as applicable.

DENIAL

Art. 25. The registration may be denied when the offeror does not comply, within the deadline stipulated in Article 23, §2, with any requirements.

DISTRIBUTION AND DISSEMINATION

Art. 26. The public distribution of Promissory Notes can only begin after:
I - grant of registration by the CVM;
II - publication of the start of distribution announcement; and, III - placement of the prospectus at disposal for necessary delivery to investors.

Art. 27. The distribution referred to in this Instruction will end within a period of 03 (three) months, counted from the approval of the registration by the CVM.

Art. 27. The distribution of promissory notes must be closed within a period of ninety days, for issuance by a closed company, and within a period of one hundred and eighty days, for issuance by an open company, counted from the approval of the registration by the CVM.

• Article with wording given by CVM Instruction No. 292, of October 15, 1998

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

Art. 28. Information regarding the distribution will be disseminated through a start of distribution announcement, which must be published at least 1 (one) time in a media outlet of free choice by the issuing company.

Art. 29. Any advertising text for offer, announcement, or promotion of the distribution must observe the basic characteristics of the prospectus, considering the dissemination of advertising text in disagreement with the conditions of the issuance approved by the CVM as a serious offense.

LIABILITY FOR INFORMATION

Art. 30. The issuer and the distribution leader are responsible for the truthfulness and consistency of the information provided at the time of registration and supplied to the market during the distribution period.

Art. 31. The issuer must immediately communicate to the CVM any default regarding the fulfillment of obligations incurred towards the holders of promissory notes.

Sole Paragraph. The provisions of this article also apply to the distribution leader during the placement period of the promissory notes.

TRUTHFULNESS OF INFORMATION

Art. 32. The registration referred to in this Instruction aims to guarantee the investor access to information about the issuing company and the securities object of the distribution, and does not imply, on the part of the CVM, a guarantee of the truthfulness of this information, nor judgment on the quality of the company or on the promissory notes to be distributed.

SUSPENSION OF DISTRIBUTION

Art. 33. The CVM may suspend the distribution when:
I - it is fraudulent or illegal, even after registration has been effected; II - the offer, launch, promotion, or dissemination is occurring without due registration, or under conditions different from those stated in this Instruction, or in the registration, or with false, fraudulent, ambiguous, or imprecise information.

Sole Paragraph. The CVM will communicate the suspension to the entities participating in the distribution and will give wide dissemination to the other members of the securities market.

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

Art. 34. The Stock Exchange may, likewise, suspend in its premises any negotiation that is being processed contrary to this Instruction, immediately communicating the fact to the CVM.

REMUNERATION FOR SERVICES RENDERED

Art. 35. The CVM will charge a registration fee referred to in this Instruction, in accordance with legal and regulatory provisions.

PENALTIES

Art. 36. It is considered a serious offense, for the purposes of § 3, of Article 11, of Law 6.385, of December 7, 1976, the realization of the distributions referred to in this Instruction:
I - under conditions different from those stated in the registration or this Instruction; II - without prior registration with the CVM; III - in which the information is false, fraudulent, ambiguous, or imprecise; IV - non-compliance with the provisions of Articles 30 and 31.

Art. 37. The issuer and the intermediaries that participate in the placement are responsible for compliance with the norms of this Instruction.

FINAL PROVISIONS

Art. 38. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
ARY OSWALDO MATTOS FILHO
President

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

ANNEX I
MINIMUM INFORMATION ON THE DISTRIBUTION OF PROMISSORY NOTES TO BE INCLUDED IN THE PROSPECTUS

1. Name and address of the company issuing the promissory notes;
2. Name of the institution(s) chosen to promote the placement of the promissory notes;
3. Clarifications regarding the form of placement of the titles, making clear whether the distribution will be made on the exchange or in the over-the-counter market;
4. Main characteristics of the distribution and of the promissory notes to be offered:
   4.1. amount, quantity, form, nominal value, and maturity period of the promissory notes;
   4.2. remuneration and monetary update conditions, if any;
   4.3. sale price for cash payment;
   4.4. date of the deliberation on the issuance;
   4.5. if there are credit lines or insurance contracted for payment of the title, clarify the name of the guarantor and the main characteristics of the contract;
   4.6. stock exchange and the date (or period) where the operation will take place, if applicable;
   4.7. inform that the investor interested in acquiring the promissory note may do so through a brokerage firm of their free choice, when the offer occurs on a stock exchange;
   4.8. name of the agent issuing the certificates, if applicable, and of the institution responsible for the redemption of the titles;
   4.9. clarify the main characteristics of the placement contract, such as: deadlines, distribution cost, conditions of the subscription guarantee, etc.;
   4.10. inform, if they exist, the relations of the issuing company with the distribution leader and with the institution providing the credit line or insurance for payment of the titles;

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

5. Information on the issuing company:
   5.1. authorized, subscribed, and paid-in capital up to the date of the event;
   5.2. distribution of share capital relating to shareholders holding more than 5% of the ordinary and preferred shares with voting rights;
   5.3. branch of activity, specifying its main products and services;
   5.4. main controlled and affiliated companies;
   5.5. economic-financial data of the last closed social year and of the accounting statement provided for in Article 3 of the Instruction, which discriminate: Net Revenue, Operating Profit, Net Profit, Total Payables, Net Equity, Share Capital, Net Profit/Net Revenue (index), Current Liabilities plus Long-Term Payables/Net Equity;
   5.6. table of adjustments in the information considering subsequent events, if applicable;
   5.7. inform the values and maturities of promissory notes previously issued and not yet redeemed;
6. The statements, in a prominent manner, on the cover of the Prospectus:
   "THE REGISTRATION OF THIS DISTRIBUTION WITH THE SECURITIES AND EXCHANGE COMMISSION AIMS ONLY TO GUARANTEE ACCESS TO THE INFORMATION PROVIDED, NOT IMPLYING, ON THE PART OF THE CVM, A GUARANTEE OF THE TRUTHFULNESS OF THOSE INFORMATION, NOR JUDGMENT REGARDING THE QUALITY OF THE ISSUING COMPANY OR ON THE SECURITIES TO BE DISTRIBUTED".
7. Additional information such as:
   7.1. other information that the offeror and intermediary(ies) deem relevant;
   7.2. clarify the registration status of the issuing company with the CVM;
   7.3. inform where greater information about the issuing company can be obtained;
   7.4. declaration that there is no relevant information about the company that is not public knowledge;

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

7.5. number and date of registration with the CVM, in a prominent manner.

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

ANNEX II

ANNOUNCEMENT OF THE START OF DISTRIBUTION OF PROMISSORY NOTES

1. Name and address of the issuing company of the securities;
2. Name of the institution responsible for placement and the other consortium members;
3. Main characteristics of the distribution and of the promissory notes to be offered:
   3.1. amount, quantity, form, nominal value and maturity date of the promissory notes;
   3.2. date of the meeting of the corporate body that deliberated on the issuance;
   3.3. conditions of remuneration and monetary adjustment; if applicable;
   3.4. selling price;
   3.5. if there are credit lines or insurance contracted for the payment of the securities, clarify the name of the guarantor and the main characteristics of the contract;
   3.6. Maturity date of the promissory notes;
   3.7. name of the agent issuing the certificates, if applicable, and of the institution responsible for the redemption of the securities;
   3.8. place of payment of the promissory notes;
4. Date of the start of the distribution;
5. Procedure provided for the distribution, specifying the type of treatment that will be given to interested parties and whether the distribution will be made on the stock exchange or in the over-the-counter market;
6. Locations where the promissory notes may be acquired. If the operation is carried out on the stock exchange, inform that investors interested in acquiring the promissory note may do so through a brokerage company of their free choice;
7. Clarification that more information about the distribution may be obtained from the lead institution/consortium members or at the CVM;

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

8. Number and date of registration with the CVM, in a prominent manner;
9. The following wording, in a prominent manner:

"THE REGISTRATION OF THE PRESENT DISTRIBUTION WITH THE SECURITIES AND EXCHANGE COMMISSION AIMS ONLY TO ENSURE ACCESS TO THE INFORMATION PROVIDED, NOT IMPLYING, ON THE PART OF THE CVM, GUARANTEE OF THE VERACITY OF THOSE INFORMATION, NOR JUDGMENT REGARDING THE QUALITY OF THE ISSUING COMPANY OR REGARDING THE SECURITIES TO BE DISTRIBUTED".

CVM INSTRUCTION NO. 134, OF NOVEMBER 1, 1990.

ANNEX III

ANNOUNCEMENT OF THE CONCLUSION OF THE DISTRIBUTION OF PROMISSORY NOTES

1. Name and address of the issuing company;
2. Amount, quantity, form and price of the distributed promissory notes;
3. List of institutions that participated in the launch;
4. Number and date of registration with the CVM, in a prominent manner;
5. The wording, in a prominent manner:

"THIS ANNOUNCEMENT IS OF AN EXCLUSIVELY INFORMATIONAL NATURE AND DOES NOT CONSTITUTE AN OFFER FOR THE SALE OF SECURITIES".