FULL TEXT OF CVM INSTRUCTION NO. 155, OF AUGUST 7, 1991, WITH THE AMENDMENTS INTRODUCED BY CVM INSTRUCTIONS NOS. 183/92, 195/92, 429/06 AND 480/09.

Provides for the simplification of requirements for obtaining registration of distribution of promissory notes and exemption from the registration of an open company.

The BOARD OF DIRECTORS OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that in a session held on this date, in accordance with the provisions of Articles 19, paragraph 5, II and 21, paragraph 5, I of Law No. 6,385, of December 7, 1976,

RESOLVES:

Art. 1. Companies that distribute promissory notes under the conditions specified in this Instruction shall be exempt from complying with the following formalities:

I - submission of the prospectus and publication of the distribution start announcement provided for in Articles 22 and 28 of CVM Instruction No. 134, of November 1, 1990;

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

II - obtaining of the company registration provided for in Article 12 of CVM Instruction No. 134, of November 1, 1990;

III - observance of the provisions of Articles 3 and 4 of CVM Instruction No. 134, of November 1, 1990.

Art. 2. For the application of the provisions of Article 1 of this Instruction, the distribution must meet the following conditions:

I - to involve promissory notes whose unit nominal value is, at minimum, Cr$ 100,000,000.00 (one hundred million cruzeiros); I - to involve promissory notes whose unit nominal value is, at minimum, Cr$ 400,000,000.00 (four hundred million cruzeiros).

• Item with wording given by CVM Instruction No. 183, of February 13, 1992.

I - to involve promissory notes whose unit nominal value is, at minimum, Cr$ 800,000,000.00 (eight hundred million cruzeiros).

• Item with wording given by CVM Instruction No. 195, of August 5, 1992.

I – to involve promissory notes whose unit nominal value is, at minimum, R$ 500,000.00 (five hundred thousand reais); and

• Item with wording given by CVM Instruction No. 429, of March 22, 2006.

II - not to use, for the purposes of the offering, advertising material intended for public dissemination, except for the notice provided for in item II of Article 3 of this Instruction.

Sole Paragraph. This value shall be updated monetarily on the 1st (first) day of each month, according to the same index legally applicable to the monetary correction of the financial statements of open companies.

• Sole Paragraph revoked by CVM Instruction No. 429, of March 22, 2006.

§1º In public distribution offers of commercial promissory notes carried out in accordance with the provisions of this Instruction, the dissemination of summary information about the offering shall be permitted, in accordance with the form contained in Annex I.

§ 2º The company wishing to use the form referred to in § 1º shall attach it to the registration request for the offering and make it available in the manner set forth in § 3º of Art. 42 of CVM Instruction No. 400, of 2003.

• §§ 1º and 2º added by CVM Instruction No. 429, of March 22, 2006.

Art. 3. The public distribution of promissory notes carried out under the terms of this Instruction may only be started after:

I - grant of registration by the CVM;

II - publication or dissemination of the notice containing, in a summarized manner, the main characteristics of the distribution and the following wording:

"THE REGISTRATION OF THIS DISTRIBUTION WITH THE SECURITIES AND EXCHANGE COMMISSION AIMS ONLY TO GUARANTEE ACCESS TO THE INFORMATION THAT WILL BE PROVIDED BY THE ISSUER UPON REQUEST BY THE SUBSCRIBERS AT THE LOCATION MENTIONED IN THIS NOTICE, NOT IMPLYING, ON THE PART OF THE CVM, A GUARANTEE OF THE VERACITY OF THAT INFORMATION, NOR JUDGMENT REGARDING THE QUALITY OF THE ISSUING COMPANY OR REGARDING THE PROMISSORY NOTES TO BE DISTRIBUTED."

Art. 4. The promissory notes distributed under the terms of this Instruction may be traded on Stock Exchanges through special auctions or in an organized over-the-counter market.

Art. 5. The CVM shall periodically update the value provided for in item I of Article 2.

Art. 6. Violation of the provisions of Articles 2 and 3 of this Instruction shall be considered a serious offense, for the purposes provided for in paragraph 3 of Article 11 of Law No. 6,385, of December 7, 1976.

Art. 7. This Instruction shall enter into force on the date of its publication.

Signed original by
ARY OSWALDO MATTOS FILHO
President

Annex added by Instruction No. 429, of March 22, 2006.

Annex
Summary Information on Public Distribution Offer of Promissory Notes

1. Main Characteristics of the Operation
   1.1. Identification of the issuing company (name and address of its headquarters);
   1.2. Corporate act that authorized the issuance of the instrument;
   1.3. ISIN Code;
   1.4. Issuance Value;
   1.5. Number of series;
   1.6. Quantity;
   1.7. Unit nominal value;
   1.8. Form of the instrument;
   1.9. Subscription and payment procedures;
   1.10. Pricing method;
   1.11. Remuneration conditions;
   1.12. Maturity term;
   1.13. Placement regime;
   1.14. Guarantees, if any, and declaration by the lead distribution institution that it verified the regularity, sufficiency, and enforceability of their constitution;
   1.15. Scenarios for early maturity;

1.16. Allocation procedure;
1.17. Trading location, if any;
1.18. Note Agent, if any;
1.19. Risk rating, if any;
1.20. Identification of the institutions comprising the distribution consortium; and
1.21. Destination of the resources.

2. Summary description of the Company's activities.

3. Identification of guarantors, their corporate type must be informed, and general characteristics of their business.

4. Selected Financial Information (comprising the last three fiscal years, and quarterly information of the current year, compared with the same period of the previous year):

• Main Asset/Liability Accounts
  Asset
  Total current assets
  Total long-term realizable assets
  Total permanent assets
  Total assets
  Liability
  Total current liabilities
  Total long-term liabilities
  Total equity

Total liabilities

• Main accounts of the income statement
  Net operating revenue
  Cost of services rendered
  Gross profit
  Operating result
  Non-operating result
  Net profit or loss for the period

4.1. Identification of the independent auditor, or, if the statements have not been audited, explicitly state this condition.

5. Risk factors of the operation.

6. Relationship of the Offeror with the intermediary institutions comprising the consortium.

7. Declaration by the offeror and the lead institution regarding the veracity, consistency, quality, and sufficiency of the information provided.