FULL TEXT OF CVM INSTRUCTION NO. 229, OF JANUARY 16, 1995, WITH CHANGES INTRODUCED BY CVM INSTRUCTION NO. 345/00.

Public Company - Provides for the cancellation of the registration referred to in Article 21 of Law No. 6,385, of December 7, 1976, and revokes CVM Instruction No. 185, of February 27, 1992.

The Board of Directors of the Securities and Exchange Commission makes public that, in a meeting held on this date, and based on § 6 of Article 21 of Law No. 6,385, of December 7, 1976,

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 this effect has been previously approved by the shareholders representing at least 51% (fifty-one percent) of the capital of the Public Company, with or without voting rights, assembled in an Extraordinary General Meeting specifically convened for this purpose;

II - Minority shareholders, holders of at least 67% (sixty-seven percent) of the shares in circulation in the market, accept a public acquisition offer to be made by the controlling shareholder, or expressly agree to the cancellation of the registration, with shares in circulation whose holders do not manifest themselves, agreeing or disagreeing with the cancellation of the registration, not being computed, in accordance with Article 11 of this Instruction;

III - In the absence of acceptors in the public offer, without there also being a manifestation of a minority shareholder, favorable or unfavorable to the cancellation of the registration, the same shall be granted, if the provisions of item I of this article are met.

Sole Paragraph. If the quorum provided for in item I of this article is not verified, the General Assembly may be installed with any number, in a third call, observing the provisions contained in Articles 124 and 135 of Law No. 6,404, of December 15, 1976, and the resolution shall be taken by an absolute majority of votes, provided it has been previously authorized by the Securities and Exchange Commission, in which case such authorization must be contained in the Call Notice, being a requirement for its granting the proof that the 3 (three) last Ordinary General Assemblies were held without the presence of shareholders holding at least half of the shares without voting rights.

Art. 1-B The alienation of shares in a public offer for cancellation of registration shall be conditioned on compliance with the requirement provided for in item II of Art. 1 of this Instruction. (NR*)

Sole Paragraph. If the requirement provided for in item II of Art. 1 of this Instruction is not met, the acquisition of up to one third of the shares in circulation shall be permitted, ensuring, where applicable, proportional acquisition by the number of shares owned by the acceptors of the offer. (NR*)

Art. 2 For the purposes of this Instruction and CVM Instruction No. 299, of February 9, 1999, the following are understood:

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 board members, and those in treasury. In the case, however, of directors or board members who may manifest themselves against the cancellation of the registration, the shares of their ownership shall be computed for the purposes of the provisions of Article 1, II;

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 Assemblies 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. 6,404/76.

Art. 3 From the date on which the Company's Board of Directors has deliberated to convene the General Assembly mentioned in item I of Article 1, and until the date of publication of the Notice referred to in Article 5, negotiations in the market of the Company's capital shares shall be suspended, and this company shall 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 they will make a public offer to purchase the shares in circulation, informing the shareholders present of the price and payment conditions, which must, obligatorily, appear in the minutes of the General Meeting.

Art. 5 Within 2 (two) days of the date of the General Meeting, the controlling shareholder must, under penalty of responsibility, publish, in the "Official Gazette" and in the newspapers usually used by the Company, a Notice informing that they 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, negotiation of securities issued by it.

Art. 6 The request for approval, for the implementation of the public offer, shall be presented to the Securities and Exchange Commission, within a maximum period of 30 (thirty) days, counted from the date of the General Meeting, accompanied by the following documents:

I - Copy of the minutes of the Board of Directors Meeting;

II - Copy of the publication of the Call Notice for the General Meeting, referred to in Article 1;

III - Copy of the publication of the minutes of the General Meeting;

IV - Shareholder matrix, identifying the controlling shareholder(s) and the number of shares in the hands of the public, discriminated by type and class, quantitatively and percentually;

V - Nominal list of all shareholders of the company, with respective addresses and number of shares;

VI - Attendance list in the 3 (three) last Ordinary General Assemblies and, if applicable, document(s) of linkage between shareholders present at these Assemblies;

VII - Copy of the communication to the Stock Exchange(s) requesting the suspension of negotiations;

VIII - Copy of the publication of the Notice to Shareholders;

IX - Piece of price evaluation of the share to be offered, prepared by the intermediary institution;

X - Instrument of public offer to purchase shares;

XI - Financial intermediation contract;

XII - Declaration, if applicable, that the company does not have debentures, nor subscription warrants, or other securities, signed by the intermediary institution or proof of compliance with the provisions of Articles 22 to 25.

XIII – Number and corresponding percentage of minority shareholders who agreed with the closing of the social capital in the general assembly, as well as any other favorable manifestations. (NR*)

Sole Paragraph. The Securities and Exchange Commission may require other documents it deems necessary for the analysis of the process.

Art. 7 The public offer may only be made with the intermediation of an investment bank, brokerage firm, or securities distribution company and multiple bank with an investment portfolio.

Art. 8 The offer shall be irrevocable and shall have as its object all the shares in circulation in the market, observing the provisions of Arts. 1 and 1-B. (NR*)

Sole Paragraph. The interference of third-party buyers may be admitted for the total lot of shares offered for sale.

Art. 9 The purchase offer instrument, signed by the offeror and the intermediary financial institution, in the manner fixed in Article 5, shall be published twice, with an interval of at least 5 (five) days and at most 15 (fifteen) days.

Art. 10 The purchase offer instrument shall 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, with the proposed price being monetarily updated from the date of the General Meeting that deliberated on the cancellation until the date of the effective financial settlement of the operation;

III – Express mention of the fact that it is a public offer conditioned on meeting the requirements for the cancellation of registration, specifying whether the offeror will use or not the option to acquire up to one third of the shares in circulation, if the requirements for cancellation are not met; (NR*)

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

V - The validity period of the offer, which cannot be less than 30 (thirty) nor more than 45 (forty-five) 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 9 above;

VI - The average quotation value in the Stock Exchange of the Company's shares in the last twelve months, if any, in nominal values and updated values, with indication of the index used and accepted by the Securities and Exchange Commission;

VII - The information that copies of the pieces of price evaluation of the shares carried out by the financial intermediary institution are available to minority shareholders, at the Company's headquarters, at the offices of the intermediary financial institution 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 non-existent, 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 2 (two) years counted from the date of the operation of purchase of shares belonging to minority shareholders, indicated in the offer instrument, not applying, in this hypothesis, the option provided for in Article 20;

X - Declaration on the situation of the Company's registrations with 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 fiscal year immediately preceding the date of the request, with accumulated values, based on financial statements prepared by the full correction method, presented in the currency of the date of the last information;

XII - Declaration by the controlling shareholder and the intermediary institution, that they are 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 the holder or administers, in any way, shares issued by the Company and in the affirmative case, whether it will accept or not the offer;

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

Art. 11. In its second part, with emphasis and clarity, the purchase offer instrument shall summon minority shareholders to manifest themselves on the cancellation of the registration, indicating the procedure they must adopt to express their agreement or disagreement regarding the cancellation.

Art. 12. Minority shareholders who comply with the summons mentioned in Article 11 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 full 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. 13. If the offer implies exchange, the instrument shall contain, in addition to those referred to in Articles 10 and 11, information on the shares offered in exchange, and on the public companies issuing these titles:

I - Such information shall contain the basis fixed for the exchange ratio, the quantity, type 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;

II - The exchange shall be for all shares in the hands of the public, using exclusively shares. In the case of companies with registration for negotiation in the Stock Exchange, the shares to be exchanged must be owned by the controlling shareholder(s) and, equally, issued by companies registered in the Stock Exchange;

III - The controlling shareholder(s) may, provided that total exchange is ensured, offer minority shareholders the alternative of payment in cash, for a value corresponding to that fixed as the basis for the exchange, and the acceptors must indicate when they sign their sales offers, the desired option. If there is interference from third-party buyers, this may occur through the same shares or, in cash, respecting the option of the acceptor.

Art. 14. The draft of the offer instrument shall, when applicable, be simultaneously forwarded to the Stock Exchange where the operation will be carried out, and the offer must be implemented within a period of 10 (ten) days following the deliberation of the Commission.

Art. 15. The offer instrument is presumed approved if the Securities and Exchange Commission does not deliberate within a period of 30 (thirty) days from the request for approval. The flow of the period shall be interrupted whenever the CVM requests other documents and information from the Company.

Art. 16. 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, and the acceptors must sign irrevocable orders of sale or exchange.

Art. 17. If, at the end of the offer period, the number of shares of the acceptors, added to the number of shares of minority shareholders who agreed with the cancellation of the registration, is less than the percentage of 67% (sixty-seven percent) provided for in item II of Article 1, the controlling shareholder may make a new public offer, observing the following norms:

I - REVOKED

II - REVOKED

III – REVOKED

Sole Paragraph. REVOKED (NR*)

Art. 18. At the end of the offer period, the intermediary financial institution shall communicate, within 15 (fifteen) days, the result to the Securities and Exchange Commission and, to the public, through the newspapers that published the offer instrument.

Art. 19. The financial institution shall specify in the communication referred to in the previous article:

I – Number and corresponding percentage of shares in circulation acquired by the controlling shareholder, as well as the number and corresponding percentage of shares whose holders have accepted the controlling shareholder's offer; (NR*)

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 base number of shares fixed for the purposes of verifying the percentage of 67% (sixty-seven percent), established in Article 1, which will be calculated on the sum of the acceptor shares of the offer, plus those whose holders have expressly agreed with the cancellation of the registration;

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

Art. 20. 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 them at the offered price, and the offeror or new controlling shareholder shall be obliged to purchase them. The minority shareholder's option may be exercised within a period of up to 6 (six) months, counted from the date of the General Meeting that approves the Financial Statements of the first social year subsequent to the cancellation. The payment period for the shares cannot exceed 15 (fifteen) days, at the same price practiced in the public offer, monetarily updated, until the date of effective payment, by the index practiced in the original offer or by the one that replaces it.

Sole Paragraph. The shareholder who wishes to exercise the option mentioned in the caput may do so before the same intermediary financial institution of the operation or, at their exclusive discretion, to the company itself. (NR*)

Art. 21. The Securities and Exchange Commission, within a period of 15 (fifteen) days from the receipt of the communication of the offer result, shall verify if the norms of this Instruction were met and, if the requirements of Article 1 are fulfilled, proceed to the immediate cancellation of the registration, independently of any additional formality, communicating the fact to the Stock Exchange, in whose premises the auction was held, if applicable.

Art. 22. Regarding the cancellation of registration of a Company that has issued debentures, the Securities and Exchange Commission shall only grant the cancellation if the Company proves that:

I - It redeemed all debentures in circulation or, if the term for redemption has legitimately matured or been accelerated and the entire issuance has not been redeemed, it proceeded to deposit 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 Societies under its control, all debentures in circulation in the market.

Art. 23. In the event of the effective bank deposit referred to in item I of Article 22, the Company must publish an advertisement informing debenture holders that the amount related to the redemption is deposited in a bank and at their disposal.

Art. 24. The cancellation of the registration of the Company that has issued subscription warrants for shares shall be conditioned on the controlling shareholder, or a society under its control, acquiring all warrants in circulation in the market.

Art. 25. 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 22, 23 and 24 of this Instruction.

Art. 26. The controlling shareholder may make a public offer for the acquisition of debentures, subscription warrants 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. 27. Proof of compliance with the provisions of Article 22 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 societies under its control, or, in the case of partial redemption, that the bank deposit mentioned in item I of Article 22 was effected;

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

Art. 28. Proof of compliance with the provisions of Article 24 shall be made by presenting a declaration by the issuing Company certifying that all subscription warrants for shares in circulation in the market were acquired by the controlling shareholder or by societies under its control.

Art. 29. The company that has issued shares for public subscription may only request their cancellation, after a period of 3 (three) years has elapsed, counted from the date of granting the registration of the last public distribution of shares, by the Securities and Exchange Commission.

Sole Paragraph. If it intends to do so in a shorter period, the price to be offered for the shares in circulation shall be, at minimum, equal to the highest price fixed in the public distribution(s) of shares that it has carried out, monetarily updated by the index used in the offers of the kind, duly adjusted considering the changes in the number of shares resulting from bonus(s), split(s), consolidation(s) and conversion(s).

Art. 30. REVOKED (NR*)

Sole Paragraph. REVOKED (NR*)

Art. 31. 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 hypotheses:

I - The cancellation was granted to the public company that has not made a public distribution of shares, at any time, nor by the conversion of debentures, exercise of subscription warrants, or under any other modality, provided that, in this case, the cancellation was effected through proof of the redemption of the entire issuance 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. 32. 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. 33. The norms in force on the disclosure and publication of the acts of Companies, including those issued by the Securities and Exchange Commission, apply to the disclosures and publications provided for in this Instruction.

Art. 34. The cancellation of registration of companies that, on the date of entry into force of this Instruction, had already deliberated on cancellation in a General Meeting, shall be governed by the provisions contained in CVM Instruction No. 185, of February 17, 1992, respecting the provisions of its Article 6.

Art. 35. This Instruction shall enter into force on the date of its publication, revoking CVM Instruction No. 185, of February 27, 1992.

Signed original by
THOMÁS TOSTA DE SÁ
President

(NR)* = New Wording (Changes introduced by Instruction No. 345, of September 4, 2000)

We emphasize that this text does not represent a formal consolidation of the normative in question, having a merely informative character.