CVM Instruction No. 345 of September 4, 2000 (Revoked)

CVM INSTRUCTION NO. 345, OF SEPTEMBER 4, 2000.

Amends Arts. 2, 6, 8, 10, 17, 19 and 20, adds Art. 10-B and revokes Art. 30 of CVM Instruction No. 229, of January 16, 1995, and amends and adds § 3 to Art. 12 of CVM Instruction No. 299, of February 9, 1999.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes it known that the Collegiate Board, in a meeting held on this date, and based on items V, VI and VII of Art. 4, items I and III of Art. 8, item “a” of item II of Art. 18, § 6 of Art. 21 and items III, V, VI and VIII of Art. 22 of Law No. 6.385, of December 7, 1976, and § 2 of Art. 30 of Law No. 6.404, of December 15, 1976, HAS RESOLVED to issue the following Instruction:

Art. 1 The Arts. 2, 6, 8, 10, 17, 19 and 20 of CVM Instruction No. 229, of January 16, 1995, shall enter into force with the following wording:

“Art. 2 For the purposes of this Instruction and CVM Instruction No. 299, of February 9, 1999, the following are understood by:
......” (NR)

“Art. 6 ......
......
XIII – the number and corresponding percentage of minority shareholders who agreed at the general meeting to the closing of the share capital, as well as any other favorable manifestations to the same.” (NR)

“Art. 8 The offer shall be irrevocable and shall target all shares in circulation in the market, observing the provisions of Arts. 1 and 10-B.” (NR)

“Art. 10. ......
......
III - express mention of the fact that it is a public offer conditioned on meeting the requirements for 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.

CVM INSTRUCTION NO. 345, OF SEPTEMBER 4, 2000.
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......” (NR)

“Art. 17. If the registration is not cancelled, in accordance with Art. 1 of this Instruction, the controlling shareholder may not make a new public offer for a period of two years counted from the publication of the offer result. I - revoked. II - revoked. III - revoked. Sole Paragraph. Revoked” (NR)

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

“Art. 20. ......
Sole Paragraph - The shareholder who wishes to exercise the option mentioned in the main text may do so before the same financial institution intermediary of the operation or, at their exclusive discretion, to the company itself.” (NR)

Art. 2 Article 10-B is added to CVM Instruction No. 229/95:

“Art. 10-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.
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 is permitted, ensuring, where applicable, proportional acquisition by the number of shares owned by the acceptors of the offer.” (NR)

Art. 3 Art. 12 of CVM Instruction No. 299/99 shall enter into force with the following wording, with § 3 also being added:

CVM INSTRUCTION NO. 345, OF SEPTEMBER 4, 2000.
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“Art. 12. ......
......
VI - When it is verified that minority shareholders holding, in total, a quantity greater than one-third of the shares in circulation are qualified, the controlling shareholder or person linked to them in any manner shall adopt the conduct indicated by them in the offer instrument, in accordance with item VIII, item “e”, of this Instruction.
VIII - ......
......
e) the minimum number of shares that the offeror proposes to acquire and, if applicable, the maximum number, specifying, in the case of qualification of minority shareholders holding, in total, a quantity greater than one-third of the shares in circulation, if:
i. they will withdraw from the offer;
ii. they will make proportional acquisition of the number of shares owned by the acceptors of the offer, up to the limit of one-third of the shares in circulation; or
iii. they will initiate a new public offer procedure, observing the rules of CVM Instruction No. 229/95, maintaining or not the registration of the open company, dispensing with compliance with item I of Art. 1 of that Instruction in the case of opting to maintain the registration of the open company.
......
§3 Offers made within periods of two years, counted from the publication of the offer result, shall be subject to the aggregate limit of one-third of the shares in circulation on the date of the first offer of each period. Once this limit is reached, new offers, before the two-year period expires, may only be made according to the rules of CVM Instruction 229/95, with the possibility of maintaining the registration of the open company.” (NR)

Art. 4 – Art. 30 of CVM Instruction No. 229/95 is revoked.

Art. 5 - This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Original signed by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President