CVM INSTRUCTION NO. 321, OF DECEMBER 10, 1999.

Amends provisions of CVM Instruction No. 255, of October 31, 1996, which provides for the issuance and trading of depositary certificates of securities – BDRs backed by securities issued by open companies or similar entities, headquartered abroad.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on this date, in view of the provisions of Arts. 19 and 21 of Law No. 6,385, of December 7, 1976, and Art. 3 of Resolution CMN No. 2,318, of September 26, 1996, HAS DECIDED to issue the following Instruction:

Art. 1

An additional paragraph is added to Art. 3 of CVM Instruction No. 255, of October 31, 1996, as follows:

Ҥ3

When it concerns a registration request for Level II and Level III BDR programs, the issuing company of the securities underlying the depositary certificates must meet the following minimum prerequisites:

I – possess net equity superior to the amount of the planned distribution;

II – have a minimum of three years of operation regarding its corporate purpose; and

III – in the case of a holding company, it must be, for a minimum period of three years, a shareholder of a company that meets the requirement provided in the previous item.”

Art. 2

The following item and paragraphs are added to Art. 5 of CVM Instruction No. 255/96:

“IX – specifically for the case of Level III BDRs, compliance with CVM Instruction No. 13, of September 30, 1980, and other CVM norms applicable to the regime of distribution of the securities underlying the program will also be required.

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§3

The CVM may, in special and fully justified cases, authorize the Program, by waiving compliance with the provisions of Art. 3 of this Instruction, for certificates backed by securities issued by companies headquartered in other member countries of MERCOSUR.

CVM INSTRUCTION NO. 321, OF DECEMBER 10, 1999.

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§4

The director responsible for the Program of the depositary institution has the responsibilities and duties provided for in Arts. 153 to 160 of Law No. 6,404, of December 15, 1976, as well as that of Art. 6 of CVM Instruction No. 202, of December 6, 1993, insofar as applicable.”

Art. 3

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

Signed original by

FRANCISCO DA COSTA E SILVA

President