FULL TEXT OF CVM INSTRUCTION NO. 361, OF MARCH 5, 2002, WITH CHANGES INTRODUCED BY CVM INSTRUCTION NO. 436/06, 480/09, 487/10, 492/11, 604/18 AND 616/19.

CVM INSTRUCTION NO. 361, OF MARCH 5, 2002.

Provides for the procedure applicable to public offers to acquire shares of publicly-held companies, the registration of public offers to acquire shares for the cancellation of the registration of a publicly-held company, by increasing the participation of the controlling shareholder, by alienation of control of a publicly-held company, for the acquisition of control of a publicly-held company when involving a swap for securities, and of swap for securities, revokes CVM Instruction No. 229, of January 16, 1995, CVM Instruction No. 299, of February 9, 1999 and CVM Instruction No. 345, of September 4, 2000, and gives other provisions.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, 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, paragraph 6 of art. 21 and items III, V, VI and VIII of art. 22 of Law No. 6.385, of December 7, 1976, and on arts. 4, 4-A, 30, § 2, 254-A and 257 of Law No. 6.404, of December 15, 1976, RESOLVED to issue the following Instruction:

SCOPE AND PURPOSE
Application

Art. 1 This Instruction regulates the procedure applicable to any public offers to acquire shares of publicly-held companies, and also the registration process for public offers for the cancellation of the registration of a publicly-held company, by increasing the participation of the controlling shareholder, by alienation of control of a publicly-held company and for the acquisition of control of a publicly-held company when involving a swap for securities and of swap for securities.

Art. 1º This Instruction regulates the procedure applicable to any public offers to acquire shares of publicly-held companies, and also the registration process for public offers for the cancellation of registration for trading of shares in the regulated securities markets, by increasing the participation of the controlling shareholder, by alienation of control of a publicly-held company and for the acquisition of control of a publicly-held company when involving a swap for securities and of swap for securities.

CVM INSTRUCTION NO. 361, OF MARCH 5, 2002.

• Article with wording given by CVM Instruction No. 487, of November 25, 2010.

Modalities and Definitions

Art. 2 The Public Offer to Acquire shares of a publicly-held company (OPA) may be of one of the following modalities:

I – OPA for cancellation of registration: is the mandatory OPA, carried out as a condition for the cancellation of the registration of a publicly-held company, by virtue of § 4 of art. 4 of Law 6.404/76 and § 6 of art. 21 of Law 6.385/76;

I – OPA for cancellation of registration: is the mandatory OPA, carried out as a condition for the cancellation of registration for trading of shares in the regulated securities markets, by virtue of § 4 of art. 4 of Law 6.404, of December 15, 1976, and § 6 of art. 21 of Law 6.385, of December 7, 1976;

• Item with wording given by CVM Instruction No. 487, of November 25, 2010.

II – OPA by increase in participation: is the mandatory OPA, carried out as a consequence of an increase in the participation of the controlling shareholder in the share capital of a publicly-held company, by virtue of § 6 of art. 4 of Law 6.404/76;

III – OPA by alienation of control: is the mandatory OPA, carried out as a condition for the effectiveness of a legal transaction for the alienation of control of a publicly-held company, by virtue of art. 254-A of Law 6.404/76;

IV – Voluntary OPA: is the OPA aimed at acquiring shares issued by a publicly-held company, which should not be carried out according to the specific procedures established in this Instruction for any mandatory OPA referred to in the previous items;

V – OPA for the acquisition of control of a publicly-held company: is the voluntary OPA referred to in art. 257 of Law 6.404/76; and

VI – Competing OPA: is the OPA formulated by a third party who is not the offeror or a person linked to him, and which has as its object shares covered by an OPA already presented for registration with the CVM, or by an OPA not subject to registration that is in progress.

VI – Competing OPA: is the OPA formulated by a third party who is not the offeror or a person linked to him, and which has as its object shares covered by an OPA already presented for registration with the CVM, or by an OPA not subject to registration whose notice has already been published, in accordance with art. 11.

• Item with wording given by CVM Instruction No. 487, of November 25, 2010.

§1º Only the OPA modalities referred to in items I to III of the caput, those referred to in items IV and V, when involving a swap for securities, and those referred to in item VI, when competing with an OPA subject to registration with the CVM, will be subject to registration with the CVM.

§2º Whether or not subject to registration with the CVM, every OPA must observe the general procedure established in arts. 4 to 8 and 10 to 12, insofar as applicable, and the OPA subject to registration must also observe the additional requirements and procedures pertinent to the respective modality, established in this Instruction.

§ 1º Only the OPA modalities referred to in items I to III of the caput and those referred to in items IV, V and VI, when involving a swap for securities, will be subject to registration with the CVM.

§ 2º Whether or not subject to registration with the CVM, every OPA must observe the general procedure established in arts. 4º to 8º-A, 10 to 12 and 14 to 15-B, insofar as applicable, and the OPA subject to registration must also observe the additional requirements and procedures pertinent to the respective modality, established in this Instruction.

• §§ 1º and 2º with wording given by CVM Instruction No. 487, of November 25, 2010.

§3º For the purposes of this Instruction, an OPA is considered to be the public offer made outside a stock exchange or an organized over-the-counter market entity, which aims to acquire shares of a publicly-held company, regardless of the quantity of shares targeted by the offeror.

§4º For the purposes of the preceding paragraph, an offer is considered public when any means of publicity of the acquisition offer is used, including correspondence, electronic ads or acquisition efforts.

§ 4º For the purposes of the preceding paragraph, an offer is considered public when acquisition efforts are made or any means of publicity is used, including correspondence or electronic ads.

• §4º with wording given by CVM Instruction No. 487, of November 25, 2010.

§5º Acquisition offers made exclusively in the trading rooms or environments of stock exchanges, and of an organized over-the-counter market entity, continue to be governed by the provisions applicable to them, including regarding the adoption of special procedures, provided that they do not fall under any of the hypotheses referred to in § 1, and there is no publicity of the offer.

CVM INSTRUCTION NO. 361, OF MARCH 5, 2002.

Art. 3 For the purposes of this Instruction, it is understood as:

I – target company: the publicly-held company issuing the shares targeted in the OPA;

II – shares subject to the OPA: the shares targeted by the offeror in the OPA;

III – circulating shares: all shares issued by the target company, except for shares held by the controlling shareholder, by persons linked to him, by administrators of the target company, and those in treasury;

IV – controlling shareholder: the person, natural or legal, fund or universality of rights or the group of persons linked by a voting agreement, or under common control, direct or indirect, that:

a) is the holder of partner rights that ensure, permanently, the majority of votes in the deliberations of the general assembly and the power to elect the majority of the administrators of the company; and

b) effectively uses its power to direct social activities and guide the functioning of the company's bodies.

V – offeror: the proponent of the acquisition of shares in an OPA, whether he is a natural or legal person, fund or universality of rights;

VI – linked person: the natural or legal person, fund or universality of rights, that acts representing the same interest of the controlling shareholder, the offeror or the intermediary, as the case may be.

VI – linked person: the natural or legal person, fund or universality of rights, that acts representing the same interest of another person, natural or legal, fund or universality of rights;

• Item with wording given by CVM Instruction No. 487, of November 25, 2010.

VII – OPA period: period comprised between: (a) the date on which the OPA is disclosed to the market, even in the manner provided for in art. 4º-A, §2º, II; and (b) the date of the holding of the auction or the revocation of the OPA;

VIII – Selic rate: the weighted average and adjusted rate of one-day financing operations, backed by federal public bonds, carried out in the Special Settlement and Custody System; and

IX – Partial OPA: that which does not have as its object the entirety of the circulating shares of the same class and species.

• Items VII, VIII and IX included by CVM Instruction No. 487, of November 25, 2010.

CVM INSTRUCTION NO. 361, OF MARCH 5, 2002.

§1º Except for the purpose of alienation of control, which shall be considered characterized according to the specific rules applicable, for the purposes of this Instruction, the holder of convertible bonds or of bonds that confer the right to subscribe to shares is equated to the controlling shareholder, provided that such shares, by themselves or added to those already held by the holder and persons linked to him, confer him shareholding control.

§2º It is presumed to represent the same interest of the controlling shareholder, the offeror or the intermediary, as the case may be, whoever:

§ 2º It is presumed to represent the same interest of another person, natural or legal, fund or universality of rights, whoever:

• §2º with wording given by CVM Instruction No. 487, of November 25, 2010.

a) controls him, directly or indirectly, in any form, whether he is controlled by him or is subject to common control; or

b) has acquired, even under suspensive condition, his control or that of the target company, or is a promissory buyer or holder of a call option for the shareholding control of the target company, or intermediary in a transaction for the transfer of that control.

§3º For the purposes of this Instruction, the target company is not presumed to be acting in the same interest as the controlling shareholder.

GENERAL OPA PROCEDURE
General Principles

Art. 4 In the realization of an OPA, the following principles must be observed:

I – the OPA will always be directed indiscriminately to the holders of shares of the same species and class as those that are the subject of the OPA;

I – the OPA will always be directed indiscriminately to the holders of shares of the same species and class as those that are the subject of the OPA, ensuring pro rata among acceptors of partial OPA;

• Item with wording given by CVM Instruction No. 487, of November 25, 2010.

II – the OPA will be carried out in a manner to ensure equitable treatment to the recipients, allow them adequate information regarding the target company and the offeror, and equip them with the necessary elements to make a reflected and independent decision regarding the acceptance of the OPA;

III – when applicable (art. 2, § 1), the OPA will be previously registered with the CVM, according to the appropriate modality;

IV – the OPA will be intermediated by a securities brokerage or distribution company or financial institution with an investment portfolio;

V – the OPA will be launched at a uniform price, except for the possibility of setting different prices according to the class and species of the shares subject to the OPA, provided that it is compatible with the OPA modality and the difference is justified by the valuation report of the target company or by an express declaration of the offeror, regarding the reasons for its differentiated offer;

VI – whenever it is an OPA formulated by the company itself, by the controlling shareholder or by a person linked to him, the OPA will be accompanied by a valuation report of the target company, as established in this Instruction;

VII – the OPA will be effected in an auction at a stock exchange or an organized over-the-counter market entity, unless, if it is a voluntary OPA or for the acquisition of control, which are not subject to registration, the CVM expressly authorizes the adoption of a different procedure;

VI – whenever it is an OPA formulated by the company itself, by the controlling shareholder or by a person linked to him, or even by an administrator or by a person linked to him, the OPA will be accompanied by a valuation report of the target company, except in the case of OPA by alienation of control, except for the provisions of art. 29, § 6º, II;

VII – the OPA will be effected in an auction at a stock exchange or an organized over-the-counter market entity, unless the CVM expressly authorizes the adoption of a different procedure;

• Items VI and VII with wording given by CVM Instruction No. 487, of November 25, 2010.

VIII – the OPA may be subject to conditions, whose implementation does not depend on direct or indirect action by the offeror or persons linked to him; and

IX – the OPA will be immutable and irrevocable, after the publication of the notice, except in the hypotheses provided for in art. 5.

§1º Without prejudice to the provisions of item V, the OPA may, if this does not violate other provisions of this Instruction, have distinct cash and term prices for the same recipients, provided that the right of choice belongs to the recipients, there is a justified reason for its existence, and such distinction does not affect the reflection and independence of the decision to accept the OPA, for example if it is linked to the acceptance period or the quantity of acceptances already manifested.

§2º The CVM may determine, at any time:

I - the suspension of an OPA in progress, or of its respective auction, if it verifies that the OPA or the auction present a curable irregularity or illegality, maintaining the suspension until they are corrected; or

II - the cancellation of the OPA, when it verifies that it presents an incurable irregularity or illegality.

I – the disclosure of additional information to that provided for in this Instruction;

II – the suspension of an OPA in progress, or of its respective auction, if it verifies that the OPA or the auction present a curable irregularity or illegality, maintaining the suspension until they are corrected; or

III – the cancellation of the OPA, when it verifies that it presents an incurable irregularity or illegality.

• Items I, II and IIII with wording given by CVM Instruction No. 487, of November 25, 2010.

§3º It is prohibited to transfer to the target company, under any title, the expenses related to the launch and settlement of an OPA, unless the OPA is formulated by the company itself, in cases admitted by law.

Art. 4º-A The offeror must keep confidentiality regarding the OPA until its disclosure to the market, as well as ensure that its administrators, employees, advisors and third parties of his confidence also do so.

§ 1º The confidentiality obligation provided for in the caput extends until:

I – the date on which a relevant fact regarding the OPA subject to registration with the CVM is disclosed, in accordance with art. 9º of CVM Instruction No. 358, of January 3, 2002; or

II – the date on which the OPA notice not subject to registration with the CVM is published.

§ 2º If the information escapes the offeror's control before the date referred to in §1º, the potential offeror must, immediately:

I – publish the OPA instrument, in accordance with art. 11; or

II – inform the market that it has an interest in carrying out the OPA, or that it is considering this possibility, although it is not yet certain of its effective implementation.

§ 3º Except when it is an OPA subject to registration, the announcement provided for in §2º, item II, must:

I – include the information indicated in items “i” to “m” of item I of Annex II; and

II – be sent to the director of investor relations of the target company, so that he discloses it immediately to the market, through an electronic system available on the CVM's page on the worldwide computer network.

§ 4º If the offeror discloses the announcement provided for in §2º, item II, the CVM may set a deadline for him to:

I – publish the OPA instrument, in accordance with art. 11; or

II – announce to the market, in an unequivocal manner, that it does not intend to carry out the OPA within the period of 6 (six) months.

• Article 4º-A included by CVM Instruction No. 487, of November 25, 2010.

Modification and Revocation

Art. 5 When it is an OPA subject to registration, its modification or revocation, after the publication of the notice, will depend on prior and express authorization of the CVM, observing, in the first case, the requirements required for registration requests provided for in art. 9.

§1º The request for modification or revocation of an OPA will result in the suspension of the notice period, if it is in progress, and must be accompanied by a copy of the publication of the relevant fact notice that gave news of the request formulated, in the manner required by the CVM's own regulation.

§2º The modification or revocation of the OPA, whenever approved, will require immediate disclosure as a relevant fact, with emphasis on the modifications approved by the CVM, and if applicable with the indication of the remaining notice period and the date of the auction.

§3º Only a request for modification or revocation of an OPA will be accepted if, in the CVM's judgment, there has been a substantial, subsequent and unpredictable change in the factual circumstances existing at the time of the launch of the OPA, resulting in a relevant increase in the risks assumed by the offeror, inherent to the OPA itself.

§4º When it is a modification of an OPA by improving the offer in favor of the recipients, or by renunciation, by the offeror, of the condition he established for the effective implementation of the OPA, the request will be presumed approved if there is no manifestation of the CVM within a period of 10 (ten) days, counted from the protocol.

§5º When it is a mandatory OPA, the request for revocation may only be approved if, in addition to the requirements referred to in § 3, the offeror proves that the acts and legal transactions that determined the realization of the OPA will become ineffective if the revocation is approved.

§6º It will be lawful for the offeror to withdraw from the OPA for cancellation of registration and from the OPA by increase in participation, in the event of a revision of the offer price by virtue of the procedure provided for in art. 4-A of Law 6.404/76, applying, in such hypotheses, respectively, the rules of arts. 24, item IV, and 28 of this Instruction.

§7º Without prejudice to the restrictions established in civil and commercial laws, and administrative sanctions within the competence of the CVM, if applicable, the modification or revocation of an OPA not subject to registration must be the subject of a relevant fact notice, including the information referred to in § 2.

Art. 5º After the publication of the OPA instrument, in accordance with art. 11, its modification or revocation will be admitted:

I – in any modality of OPA, regardless of CVM authorization, when it is a modification by improving the offer in favor of the recipients, or by renunciation, by the offeror, of the condition he established for the effective implementation of the OPA;

II – when it is an OPA subject to registration, with prior and express authorization of the CVM, observing the requirements of §2º of this article; or

III – when it is an OPA not subject to registration, regardless of CVM authorization, in strict conformity with the terms and conditions provided for in the respective instrument.

§1º It will also be lawful for the offeror to withdraw from the OPA for cancellation of registration and from the OPA by increase in participation, in the event of a revision of the offer price by virtue of the procedure provided for in art. 4 of Law 6.404, of 1976, applying, in such hypotheses, respectively, the rules of arts. 24, item IV, and 28 of this Instruction.

§ 2º In the hypothesis provided for in the caput, item II, the request for modification or revocation of an OPA:

I – must be informed to the public, through the same channel used for the disclosure of the OPA;

II – will result in the suspension of the notice period, if it is in progress;

III – will only be accepted if:

a) in the CVM's judgment, there has been a substantial, subsequent and unpredictable change in the factual circumstances existing at the time of the launch of the OPA, resulting in a relevant increase in the risks assumed by the offeror, inherent to the OPA itself; and

b) the offeror proves that the acts and legal transactions that determined the realization of the OPA will become ineffective if the revocation is approved;

IV – will be presumed approved if there is no manifestation of the CVM within a period of 10 (ten) days, counted from the protocol.

§3º The modification of the OPA will require the publication of an amendment to the notice, with emphasis on the modifications made and with the indication of the new date for the holding of the auction, which must observe the following deadlines:

I – minimum period of 10 (ten) days, in the cases of increase in the offer price or renunciation of a condition for the effective implementation of the OPA, or 20 (twenty) days, in other cases, counted from the publication of the amendment;

II – maximum period of 30 (thirty) days counted from the publication of the amendment or 45 (forty-five) days counted from the publication of the notice, whichever is greater.

§4º The revocation of the OPA must be disclosed through the same channel used for the disclosure of the OPA.

§5º In any of the hypotheses provided for in the caput, a copy of the amendment to the notice must be sent to the CVM on the date of its publication.

• Article with wording given by CVM Instruction No. 487, of November 25, 2010.

Financial Settlement

Art. 6 The public offer, according to the form of payment proposed by the offeror, will be:

I – purchase, when the proposed payment must be made in current currency;

II – swap, when the proposed payment must be made in securities, which must be issued by a publicly-held company, admitted to trading in the securities market, issued or to be issued;

III – mixed, when the proposed payment must be made partly in cash and partly in securities referred to in the previous item.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

II – swap, when the proposed payment is to be made in securities; and III – mixed, when the proposed payment is to be made partly in cash and partly in securities.

• Items II and III with wording given by CVM Instruction No. 487, of November 25, 2010.

§1 The formulation of an alternative public offer shall be admitted, understood as that in which the recipients of the offer are granted the choice of settlement form, whether in current currency or in the securities referred to in item II.

§2 The provisions of Art. 33 shall apply, in addition to the general procedure of this Instruction, to swap, mixed, and alternative offers.

Intermediation

Art. 7 The offeror shall contract the intermediation of the OPA with a securities brokerage or distribution company or a financial institution with an investment portfolio.

§1 The offeror is responsible for the veracity, quality, and sufficiency of the information provided to the CVM and the market, as well as for any damages caused to the target company, its shareholders, and third parties, due to fault or intent, arising from the falsity, imprecision, or omission of such information.

§2 The intermediary institution shall take all precautions and act with high standards of diligence to ensure that the information provided by the offeror is true, consistent, correct, and sufficient, being liable for omission in this duty. It must also verify the sufficiency and quality of the information provided to the market throughout the OPA procedure, necessary for investors' decision-making, including any eventual and periodic information due by the company, and those contained in the OPA instrument, the valuation report, and the notice.

§3 The intermediary institution shall assist the offeror in all phases of the OPA, requesting from it the practice of acts necessary for the correct development of the offer, as well as the cessation of activities that prejudice such development. It must interrupt its services in the event of the offeror's refusal, under penalty of not being exempted from the responsibilities imposed by this Instruction.

§4 The intermediary institution shall guarantee the financial settlement of the OPA and the payment of the purchase price, in the event of the exercise of the option referred to in §2 of Art. 10.

§5 The intermediary institution, its controlling shareholder, and persons linked to it shall present a declaration of the quantity of shares issued by the target company that they hold or that are under their discretionary administration.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

§6 Upon being contracted for the intermediation of an OPA, the securities brokerage or distribution company or financial institution with an investment portfolio shall be prohibited from trading in the shares issued by the target company, as well as from conducting public research and reports on the company and the operation.

§5 The intermediary institution, its controlling shareholder, and persons linked to it shall present the information provided for in items “i” to “l” of item I of Annex II regarding the securities and derivatives referenced in the securities of the target company that they hold or that are under their discretionary administration.

§6 Upon being contracted for the intermediation of an OPA, the securities brokerage or distribution company or financial institution with an investment portfolio, as well as persons linked to it that act in the financial market, shall be prohibited from trading in securities issued by the target company, or referenced therein, as well as from conducting public research and reports on the company and the operation.

• §§ 5 and 6 with wording given by CVM Instruction No. 487, of November 25, 2010.

§7 The prohibition on trading provided for in §6 does not apply to the following hypotheses:
I - trading on behalf and order of third parties; II - operations clearly intended to track a stock index, certificate, or receipt of securities; III - operations intended to protect positions assumed in total return swaps contracted with third parties; IV - operations carried out as a market maker, in accordance with the CVM regulation in force; or V - discretionary administration of third-party portfolios.

§8 The persons referred to in §6 must adopt adequate procedures to ensure compliance with the conduct standards provided for therein.

• §§ 7 and 8 included by CVM Instruction No. 487, of November 25, 2010.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Valuation

Art. 8 Whenever it concerns an OPA formulated by the company itself, the controlling shareholder, or a person linked to him, a valuation report of the target company shall be prepared.

Art. 8 Whenever it concerns an OPA formulated by the company itself, the controlling shareholder, or a person linked to him, or even by an administrator or a person linked to him, a valuation report of the target company shall be prepared, except in the case of an OPA by alienation of control.

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

§1 The report referred to in the caput may be prepared by the intermediary institution, securities brokerage or distribution company, or financial institution with an investment portfolio that has a specialized and properly equipped area and has proven experience, or by a specialized company with proven experience.

§2 The proven experience referred to in the previous paragraph must concern the valuation of open companies.

§3 The valuation report shall indicate the valuation criteria, the comparison elements adopted, and the person responsible for its preparation, containing, additionally, at minimum and cumulatively, the following:

§3 The valuation report shall observe the provisions of Annex III of this Instruction, and shall indicate the valuation criteria, the comparison elements adopted, and the person responsible for its preparation, containing, additionally, at minimum and cumulatively, the following:

• §3 with wording given by CVM Instruction No. 436, of July 5, 2006.

I – weighted average quotation price of the target company's shares on the stock exchange or on the organized over-the-counter market, in the last 12 (twelve) months, if any, discriminating the prices of the shares by type and class; II – net asset value per share of the target company calculated in the last periodic information sent to the CVM; III – economic value of the target company per share, calculated by the discounted cash flow rule or by multiples, as deemed more adequately justified for the company's case, in order to evaluate it correctly; IV – value of the company according to the valuation criterion adopted by the offeror for the definition of the fair price, if applicable, and not covered in the previous items;

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

V – declaration of the appraiser:
a) regarding the quantity of shares issued by the target company that he himself, his controlling shareholder, and persons linked to them hold, or that are under their discretionary administration; b) regarding the valuation criterion, among those contained in the report, that he deems most adequate for the definition of the fair price, if applicable; c) that he has no conflict of interest that diminishes the independence necessary for the performance of his functions; d) of the cost of the valuation report; and VI – the calculation sheets and projections used in the economic value evaluation, highlighting the main premises used and justification for each of them.

§2 The proven experience referred to in §1 must concern the valuation of open companies.

§3 The valuation report shall observe the provisions of Annex III of this Instruction.

• §§ 2 and 3 with wording given by CVM Instruction No. 487, of November 25, 2010.

§4 The valuation report may evaluate the company in a range of minimum and maximum values, provided that the difference between such prices does not exceed 10% (ten percent).

• §4 revoked by CVM Instruction No. 487, of November 25, 2010.

§5 The valuation report shall be sent to the CVM in 3 (three) copies and also to its electronic address, in the specific format indicated by the CVM, being available to interested parties, at minimum, at the CVM, at the stock exchange or entity of the organized over-the-counter market where the OPA auction must be held, at the offeror's address, at the headquarters of the intermediary institution and the target company, as well as accessible on the worldwide computer network, at the electronic address of the CVM and the target company, if the latter has one.

§5 The valuation report shall be sent to the CVM and also to its electronic address, in the specific format indicated by the CVM, being available to interested parties, at minimum, at the CVM, at the stock exchange or entity of the organized over-the-counter market where the OPA auction must be held, at the offeror's address, at the headquarters of the intermediary institution and the target company, as well as accessible on the worldwide computer network, at the electronic address of the CVM and the target company, if the latter has one.

• §5 with wording given by CVM Instruction No. 487, of November 25, 2010.

§6 The appraiser shall send to the CVM a declaration of the values received from the offeror and the target company, as remuneration for any consulting, valuation, audit, and similar services, in the 12 (twelve) months prior to the registration request.

• §6 revoked by CVM Instruction No. 487, of November 25, 2010.

§7 In the case of a swap offer, the valuation report of the company whose securities are being delivered in swap must also be presented, containing the information of Annex III of this Instruction, using the same valuation criterion for both companies.

• § added by CVM Instruction No. 436, of July 5, 2006.

§7 In the case of a swap offer, the valuation report of the company whose securities are being delivered in swap must also be presented, containing the information of Annex III of this Instruction.

• §7 with wording given by CVM Instruction No. 487, of November 25, 2010.

§8 In swap offers, the appraiser must use the same criterion for both companies or justify the adoption of distinct criteria.

§9 The CVM may require, within the period provided for in §2 of Art. 9, that the offeror:
I - inform whether the value of the target company has undergone significant changes after the date of the valuation; and II - in the affirmative case, request the appraiser to update the value of the target company contained in the valuation report.

• §§ 8 and 9 included by CVM Instruction No. 487, of November 25, 2010.

Art. 8-A. Administrators and the controlling shareholder must provide the appraiser with true, complete, clear, objective, and sufficient information for the preparation of the report.

• Article 8-A included by CVM Instruction No. 487, of November 25, 2010.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Registration

Art. 9 When it concerns an OPA subject to registration, the request shall be filed with the CVM by the offeror, through the intermediary institution, within a maximum period of 30 (thirty) days, from the date of publication of the notice of material fact or the deliberation that gives notice of the OPA, observing the minimum elements that allow its understanding and examination, complying with the requirements described in Annex I to this Instruction.

§1 The granting of the OPA registration by the CVM shall be conditioned upon obtaining its registration with the stock exchange or the entity of the organized over-the-counter market where the auction must be held.

§2 The registration request shall be reviewed by the CVM within a period of 30 (thirty) days, counted from the date of filing the request with the CVM, being presumed granted if there is no manifestation by the CVM within that period, without prejudice to the provisions of Art. 11.

§3 The flow of the period referred to in the previous paragraph shall be interrupted when the CVM formulates requirements to the offeror, which it may do only once, unless they refer to new facts, information, or documents.

§4 To comply with any requirements, a period not exceeding 60 days shall be granted, at the CVM's discretion, according to the complexity of the requirements, counted from the receipt of the requirements letter by the representative indicated by the offeror. The request shall be denied if the requirements are not met within the period, and the rule of §2 of this article shall apply to the CVM's analysis of the compliance with the requirements.

§5 The document of compliance with requirements formulated by the CVM shall be presented for filing with the CVM in two versions, the first, with the voluntary modifications and corrections determined by the CVM duly highlighted, and the second, without any marks.

§6 The CVM may, by reasoned letter, return to the applicant the registration request and the documents that supported it without formulating requirements, if it verifies that they present uncurable irregularity or illegality, or that the request is not accompanied by the necessary documents.

§7 In any case of denial of the registration request, the documents that supported it may be withdrawn by the offeror, from the thirtieth day, subsequent to the communication of the denial, and for a period of 90 days, after which the CVM may destroy them, unless there is an appeal pending by the interested party.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Art. 9-A The offeror may request that the CVM treat with confidentiality information or documents provided for the purposes of the OPA registration, presenting the reasons why the public disclosure of such information or documents would place the legitimate interest of the issuer, the offeror, or third parties at risk.

Sole Paragraph. Confidential information must be sent in a sealed envelope, addressed to the Presidency of the CVM, in which the word “confidential” appears.

Sole Paragraph. Confidential information must be sent to the Superintendence of Securities Registration – SRE by means of:
I – electronic correspondence addressed to the institutional address of the SRE in which the subject is “request for confidentiality”; or II – sealed envelope, in which the word “confidential” must appear prominently.

• Sole Paragraph with wording given by CVM Instruction No. 604, of December 13, 2018.

• Article 9-A included by CVM Instruction No. 487, of November 25, 2010.

Instrument

Art. 10 The OPA instrument shall be jointly signed by the offeror and the intermediary institution and shall contain, in addition to the requirements described in Annex II to this Instruction, the following:

I – declaration by the offeror, when it is the controlling shareholder or a person linked to him or the company itself, that it undertakes to pay the holders of circulating shares, who accept the OPA, the higher difference, if any, between the price they receive for the sale of their shares, updated in accordance with the OPA instrument and current legislation, and adjusted for changes in the number of shares resulting from bonuses, splits, consolidations, and conversions that may have occurred, and:
a) the price per share that would be due, or may become due, if it were to occur, within a period of 1 (one) year counted from the date of the OPA auction, a fact that would impose, or may impose, the realization of a mandatory OPA, among those referred to in items I to III of Art. 2; and b) the value to which they would be entitled, if they were still shareholders and dissented from a deliberation of the target company that approves the realization of any corporate event that allows the exercise of the dissenters' rights, when this event occurs within a period of 1 (one) year, counted from the date of the OPA auction.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

II – declarations by the offeror and the intermediary institution that they are unaware of the existence of any facts or circumstances, not disclosed to the public, that may significantly influence the results of the target company or the quotations of the shares subject to the OPA;

III – information on the registration status of the target company with the CVM, when it concerns an offer formulated by the company itself, the controlling shareholder, or a person linked to him;

IV - information that the nominal list of all shareholders of the target company, with their respective addresses and quantity of shares, discriminated by type and class, including in electronic media, is available to interested parties, upon identification and receipt, at the offeror's address, at the headquarters of the target company, at the intermediary institution, at the CVM, and at the stock exchange or entity of the organized over-the-counter market where the OPA auction must be held;

V – the date, place, and time of the start of the OPA auction; and

III – declaration by the offeror that it has complied with the obligations provided for in §1 of Art. 7;

IV – declaration by the offeror regarding the price per share of the target company in relevant private negotiations, between independent parties, involving the offeror, the controlling shareholder, or persons linked to them, carried out in the last 12 (twelve) months; and

V – declaration by the intermediary institution that it has complied with the obligations provided for in §2 of Art. 7.

• Items III, IV, and V with wording by CVM Instruction No. 487, of November 25, 2010.

VI – other information considered necessary by the CVM to guarantee the perfect clarification of the market.

§1 The offeror shall not be obliged to pay as referred to in item I of the caput, if the information about the future occurrence of the mandatory OPA or the corporate event referred to therein has already been disclosed at the time of the publication of the OPA notice.

§2 Excluding the case of OPA by alienation of control, the instrument of any OPA formulated by the controlling shareholder, a person linked to him, or the company itself, which aims to acquire more than 1/3 (one third) of the shares of the same type or class in circulation, shall contain a declaration by the offeror that, if it comes to acquire more than 2/3 (two thirds) of the shares of the same type and class in circulation, it shall be obliged to acquire the remaining circulating shares, for a period of 3 (three) months, counted from the date of the auction, at the final price of the OPA auction, updated until the date of effective payment, in accordance with the OPA instrument and current legislation, with payment in no more than 15 (fifteen) days from the exercise of the option by the shareholder, all without prejudice to the provisions of Art. 15.

§2 Excluding the case of OPA by alienation of control, the instrument of any OPA formulated by the controlling shareholder, a person linked to him, or the company itself, which aims to acquire more than 1/3 (one third) of the shares of the same type or class in circulation, shall contain a declaration by the offeror that, if it comes to acquire more than 2/3 (two thirds) of the shares of the same type and class in circulation, it shall be obliged to acquire the remaining circulating shares, for a period of 3 (three) months, counted from the date of the auction, at the final price of the OPA auction, updated until the date of effective payment, in accordance with the OPA instrument and current legislation, with payment in no more than 15 (fifteen) days counted from the last to occur of the following events:

I – exercise of the option by the shareholder; or II – payment to other shareholders who accepted the OPA, in the case of OPA with payment in installments.

• §2 with wording by CVM Instruction No. 487, of November 25, 2010.

§3 For the purpose of the previous paragraph, and exclusively when it concerns public swap, mixed, or alternative offers (Art. 6 II, III, and §1), it shall be lawful for the offeror to establish up to three dates, one necessarily being the last day of the period referred to therein, for the start of the flow of the 15 (fifteen) day period referred to in the previous paragraph.

§4 When the OPA is formulated by a third party other than the target company, the controlling shareholder, or persons linked to them, the company shall, at the offeror's request, provide him with the nominal list referred to in item IV, in the form of §1 of Art. 100 of Law 6.404/76.

§5 When it concerns an OPA not subject to registration, or formulated by a third party other than the target company, the controlling shareholder, or persons linked to them, the instrument shall contain, in addition to the requirements of this article and Annex II, the information referred to in items I and II of §3 of Art. 8.

§4 When the OPA is formulated by a third party other than the target company, the controlling shareholder, or persons linked to them, the company shall, at the offeror's request, provide him, within 2 (two) business days, with the nominal list referred to in clause “o” of item I of Annex II, in the form of §1 of Art. 100 of Law 6.404, of 1976.

§5 When it concerns an OPA not subject to registration, or formulated by a third party other than the target company, the controlling shareholder, or persons linked to them, or even the administrators or persons linked to them

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

CVM INSTRUCTION NO. 361, OF MARCH 5, 2002.

linked, the instrument shall contain, in addition to the requirements of this article and Annex II, the information referred to in items "a" and "b" of item XII of Annex III.

• §§ 4 and 5 with wording given by CVM Instruction No. 487, of November 25, 2010.

§6 If the price of the OPA is different from the price practiced in the negotiations disclosed in accordance with item IV, the offeror must justify why this price was not adopted.

• §6 included by CVM Instruction No. 487, of November 25, 2010.

Publication

Art. 11. The OPA instrument shall be published, in the form of a notice, at least once, in newspapers of large circulation usually used by the target company, observing the maximum deadline of 10 (ten) days, after obtaining registration with the CVM, when this is required.

Art. 11. The OPA instrument shall be published, in the form of a notice, in newspapers of large circulation usually used by the target company, observing the maximum deadline of 10 (ten) days, after obtaining registration with the CVM, when this is required.

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

§1 From the publication of the OPA instrument, it shall also state, if applicable, the date of approval of the OPA registration request with the CVM, with the information, in highlight, that the approval of the OPA registration request does not imply, on the part of the CVM, guarantee of the veracity of the information provided, judgment on the quality of the target company or the price offered for the shares subject to the OPA.

§2 Within a maximum deadline of 24 (twenty-four) hours, counted from the publication of the notice, a copy of the publication shall be sent to the CVM and also to its electronic address, in the specific format indicated by the CVM, remaining available to interested parties, at minimum, at the CVM, at the stock exchange or at the organized over-the-counter market entity where the auction must be held, at the offeror's address, at the headquarters of the intermediary institution and of the target company, as well as accessible on the worldwide computer network, at the electronic address of the CVM and of the target company, if the latter has one.

§2 The notice shall also be sent to the director of investor relations of the target company, so that he disseminates it immediately to the market, through an electronic system available on the CVM's page on the worldwide computer network, remaining still available to interested parties, at minimum, at the CVM, at the stock exchange or at the organized over-the-counter market entity where the auction must be held, at the offeror's address, at the headquarters of the intermediary institution and of the target company, as well as accessible on the worldwide computer network, at the electronic address of the target company, if the latter has one.

• §2 with wording given by CVM Instruction No. 487, of November 25, 2010.

Art. 11. The OPA instrument shall be disclosed to the market, in the form of a notice, observing the maximum deadline of 10 (ten) days, after obtaining registration with the CVM, when this is required.

§1 From the OPA instrument, it shall also state, if applicable, the date of approval of the OPA registration request with the CVM, with the information, in highlight, that the approval of the OPA registration request does not imply, on the part of the CVM, guarantee of the veracity of the information provided, judgment on the quality of the target company or the price offered for the shares subject to the OPA.

§2 For the purposes of the disclosure referred to in the caput of this article, the notice shall be sent by the offeror to the director of investor relations of the target company, so that he transmits it immediately to the market, through an electronic system available on the CVM's page on the worldwide computer network, remaining still available to interested parties, at minimum, at the CVM, at the stock exchange or at the organized over-the-counter market entity where the auction must be held, at the offeror's address, at the headquarters of the intermediary institution and of the target company, as well as accessible on the worldwide computer network, at the electronic address of the target company.

§3 Without prejudice to the provisions of §2, the publication of the notice by the offeror, in accordance with art. 289 of Law 6.404/1976, is:

I – mandatory, in the case of OPA for acquisition of control; and

II – optional, in other cases.

• Art. 11 with wording given by CVM Instruction No. 616, of December 3, 2019.

Auction

Art. 12. The OPA shall necessarily be effected in an auction at the stock exchange or at the organized over-the-counter market where the shares subject to the OPA are admitted to trading, or, if they are not, at a stock exchange or at an organized over-the-counter market, at the free choice of the offeror.

Art. 12. The OPA shall be effected in an auction at the stock exchange or at the organized over-the-counter market where the shares subject to the OPA are admitted to trading.

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

§1 The acceptance or non-acceptance of the OPA shall take place in the auction, which shall be held within a minimum of 30 (thirty) and maximum of 45 (forty-five) days, counted from the date of publication of the notice, and shall comply with the rules established by the stock exchange or by the organized over-the-counter market entity responsible for the auction.

§2 The auction shall adopt procedures that necessarily ensure:

I – the possibility of raising the price to be paid for the shares during the auction, extending the new price to all accepting shareholders of previous bids, observing the differentiation of prices among the various classes or species of shares, if any, and the possibility of raising the price only for one or some classes or species of shares; and

II – the possibility of buying interference, which may cover a lot of shares lower than the object of the OPA, proceeding with pro-rata allocation, except in the OPA for cancellation of registration and for increase of participation, in which the interference must have the total lot as its object;

I – the possibility of raising the price to be paid for the shares during the auction, extending the new price to all accepting shareholders of previous bids, observing the differentiation of prices among the various classes or species of shares, if any, and the possibility of raising the price only for one or some classes or species of shares, also observing the provisions of §7; and

• Items I with wording given by CVM Instruction No. 487, of November 25, 2010.

II – the possibility of buying interference, which may cover a lot of shares lower than the object of the OPA, proceeding with pro-rata allocation, except in the OPA for cancellation of registration, in the OPA for increase of participation and in the OPA for acquisition of control, cases in which the interference must have the total lot as its object.

• Item II with wording given by CVM Instruction No. 487, of November 25, 2010.

II – except in the OPA for acquisition of control, the possibility of buying interference, observing the provisions of §§ 4, 5 and 8 below.

• Item II with wording given by CVM Instruction No. 616, of December 3, 2019.

§3 Within up to 4 (four) business days after the holding of the auction, the stock exchange or the organized over-the-counter market entity where it is held shall send to the CVM the statements referring to the auction.

§4 When it is an OPA subject to registration with the CVM, buying interference may only be carried out by an interferer who has registered a competing OPA with the CVM, in accordance with the rules of art. 13, and except for the provisions of art. 32 regarding the OPA for acquisition of control.

§4 The interested party in interfering in the auction must disclose to the market, 10 (ten) days in advance, in the manner provided for in art. 11, that it intends to interfere in the auction, providing the information provided for in items "a", "c" and "i" to "m" of item I of Annex II, as applicable.

• §4 with wording given by CVM Instruction No. 487, of November 25, 2010.

§5 Exclusively when it is an OPA with cash price, the first buying interference must be at least 5% (five percent) higher than the last price offered.

§6 When it is a voluntary OPA carried out by a third party, who is not the controlling shareholder or a person linked to him, or an OPA for acquisition of control, the CVM may, at the request of the offeror, authorize that the OPA be effected by means other than the auction referred to in this article.

§6 The CVM may, at the request of the offeror, authorize that the OPA be effected by means other than the auction referred to in this article.

• §6 with wording given by CVM Instruction No. 487, of November 25, 2010.

§7 In the case of an OPA for acquisition of control, the offeror may not raise the price in the auction if a notice has been published or a registration request for a competing OPA for acquisition of control has been made.

• §7 included by CVM Instruction No. 487, of November 25, 2010.

§8 When admitted, buying interference may cover a lot of shares lower than the object of the OPA, proceeding with pro-rata allocation, except in the OPA for cancellation of registration and in the OPA for increase of participation, cases in which the interference must have the total lot as its object.

• §8 included by CVM Instruction No. 616, of December 3, 2019.

Competing OPA

Art. 13. The competing OPA shall observe the same requirements and procedures established by this Instruction for the OPA with which it competes, including regarding registration, if applicable, observing the rules of this article.

§1 The declarations of the competing offeror referred to in item I of art. 10 and §2 of that article shall only become effective if he, or a person linked to him, is or becomes the controlling shareholder of the target company.

§2 The competing OPA shall be launched at a price at least 5% (five percent) higher than that of the OPA with which it competes, and its launch renders ineffective the manifestations that have already been made regarding the acceptance of the latter, whose auction may be postponed, if necessary, even by determination of the CVM, so that it takes place on the same date as the auction of the competing OPA.

§3 Once a competing OPA has been launched, it shall be lawful for both the initial offeror and the competing offeror to increase the price of their offers as many times as they deem convenient, provided that they give public notice of such increase, with the same highlight as the offer.

§4 If the competing OPA depends on registration, it shall be presumed approved within a deadline of 5 (five) days counted from the filing with the CVM, provided that:

a) it is a competing purchase offer, or, if it is a competing exchange, mixed or alternative offer, if the securities offered are identical to those of the OPA;

b) the offeror presents the declarations referred to in items I and II of art. 10 and §2 of the same article, and the information referred to in item V of art. 10 and in items (a) and (g) of item I of Annex II;

c) the request is accompanied by an intermediation contract in accordance with art. 7; and

d) the request is presented on a date that allows the publication of the notice of the competing OPA to take place with a minimum advance of up to 10 (ten) days relative to the auction of the OPA.

§5 Except for the hypothesis of the previous paragraph, every competing OPA that depends on registration shall observe the same requirements, procedures and deadlines established in art. 9.

Art. 13. The competing OPA shall observe the rules applicable to the type of OPA in which it fits and also the provisions of this article.

§1 The declarations of the competing offeror referred to in item I of the caput and §2, both of art. 10, shall only become effective if he, or a person linked to him, is or becomes the controlling shareholder of the target company.

§2 The competing OPA shall be launched, or its registration requested, up to 10 (ten) days before the date scheduled for the holding of the auction of the OPA with which it competes.

§3 The competing OPA shall be launched at a price at least 5% (five percent) higher than that of the OPA with which it competes.

§4 The launch of a competing OPA renders ineffective the manifestations that have already been made regarding the acceptance of the OPA with which it competes.

§5 Once a competing OPA has been launched, it shall be lawful for both the initial offeror and the competing offeror to increase the price of their offers by any values and as many times as they deem convenient, observing the provisions of art. 5.

§6 The competing OPA that depends on registration shall observe the same requirements, procedures and deadlines established in art. 9.

§7 The competing OPA may be of a different type than the OPA with which it competes.

• Art. 13 with wording given by CVM Instruction No. 487, of November 25, 2010.

Art. 13-A. If a notice is published or a registration request for a competing OPA is made, the CVM may:

I – postpone the date of the auction of the previously launched OPA;

II – establish a maximum deadline for the presentation and acceptance of final proposals from all offerors; or

III – determine the holding of a joint auction, fixing the date, time and rules for its holding.

Sole paragraph. In the hypothesis of item III of the caput, the prerogative to fix the date, time and rules for the holding of the auction may be delegated to the stock exchange or organized over-the-counter entity where the auction must take place.

• Art. 13-A included by CVM Instruction No. 487, of November 25, 2010.

Prohibitions

Art. 14. The target company, the controlling shareholder and persons linked to him may not carry out a new OPA having as its object the same shares subject to a previous OPA, unless after the lapse of a deadline of 1 (one) year, counted from the auction of the previous OPA, unless they are obliged to do so, or if they extend to the acceptors of the previous OPA the same conditions of the new OPA, paying them the updated price difference, if any.

Art. 15. In any OPA formulated by the target company, by the controlling shareholder or by persons linked to him, provided that it is not an OPA for alienation of control, if acceptance occurs by holders of more than 1/3 (one third) and less than 2/3 (two thirds) of the shares in circulation, the offeror may only:

Art. 15. In the OPA formulated by the target company, by the controlling shareholder or by persons linked to him, if acceptance occurs by holders of more than 1/3 (one third) and less than 2/3 (two thirds) of the shares in circulation, the offeror may only:

• Caput with wording given by CVM Instruction No. 616, of December 3, 2019.

I - acquire up to 1/3 (one third) of the shares in circulation of the same species and class, proceeding with pro-rata allocation among the acceptors, observing, if applicable, the provisions of §§ 1 and 2 of art. 37; or

II - withdraw from the OPA, provided that such withdrawal has been expressly manifested in the OPA instrument, remaining subject only to the condition that the offer is not accepted by shareholders holding at least 2/3 (two thirds) of the shares in circulation;

Sole paragraph. If the provisions of art. 37, §§ 1 and 2 are not applicable, the limit of 1/3 (one third) provided for in item I shall be calculated based on the number of shares existing in circulation on the date of closing of the first public offering of shares of the company or, if no offering has been made, on the date of obtaining the company's registration for trading of shares in regulated securities markets.

• Sole paragraph included by CVM Instruction No. 487, of November 25, 2010.

§1 If the provisions of art. 37, §§ 1 and 2 are not applicable, the limit of 1/3 (one third) provided for in item I shall be calculated based on the number of shares existing in circulation on the date of closing of the first public offering of shares of the company or, if no offering has been made, on the date of obtaining the company's registration for trading of shares in regulated securities markets.

§2 The provisions of the caput do not apply to the OPA:

I – for alienation of control;

II – for increase of participation; and

III – resulting, in accordance with the regulations of the entity administering organized markets, from:

a) withdrawal of a certain species or class of securities from trading in organized markets; or

b) exit from a special trading segment that ensures, through a contractual link, differentiated corporate governance practices.

• §1 and §2 included by CVM Instruction No. 616, of December 3, 2019.

Art. 15-A During the period of the OPA, it is prohibited for the offeror and linked persons:

I – alienate, directly or indirectly, shares of the same species and class as the shares subject to the OPA;

II – acquire shares of the same species and class as the shares subject to the OPA, in the case of a partial OPA; and

III – carry out operations with derivatives referenced in shares of the same species and class as the shares subject to the OPA.

Sole paragraph. The prohibition provided for in item I of the caput will not prevent the offeror from alienating its shares to third parties in the auction.

• Art. 15-A included by CVM Instruction No. 487, of November 25, 2010.

Art. 15-B The price per share of the OPA may not be lower than the highest price per share paid by the offeror or linked persons in transactions carried out during the period of the OPA.

Sole paragraph. If the offeror or linked persons acquire shares after the publication of the notice at a price higher than the offered price, the offeror must, within 24 (twenty-four) hours, increase the price of the OPA, by modifying the respective instrument, in accordance with art. 5.”

• Art. 15-B included by CVM Instruction No. 487, of November 25, 2010.

OPA FOR CANCELLATION OF REGISTRATION

Requirements for cancellation

Art. 16. The cancellation of registration of an open company shall only be approved by the CVM if preceded by an OPA for cancellation of registration, formulated by the controlling shareholder or by the open company itself, and having as its object all shares issued by the target company, observing the following requirements:

Art. 16. The cancellation of registration for trading of shares in regulated securities markets shall only be approved by the CVM if preceded by an OPA for cancellation of registration, formulated by the controlling shareholder or by the open company itself, and having as its object all shares issued by the target company, observing the following requirements:

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

I – the offered price must be fair, in the manner established in §4 of art. 4 of Law 6.404/76, and taking into account the evaluation referred to in §1 of art. 8; and

II – shareholders holding more than 2/3 (two thirds) of the shares in circulation must accept the OPA or expressly agree with the cancellation of registration, considering shares in circulation, for this sole effect, only the shares whose holders expressly agree with the cancellation of registration or qualify for the OPA auction, in accordance with art. 22.

Sole paragraph. Without prejudice to the legal restrictions applicable, when the OPA for cancellation of registration is carried out by the company itself, the trading limits with its own shares established by the CVM in its own regulation shall only apply if the acceptance requirement of item II of this article is not met, also observing, in this case, the limit provided for in item I of art. 15.

Art. 17. The company that has carried out the issuance or public distribution of debentures may only have its registration as an open company cancelled if it proves, by declaration of the fiduciary agent, that:

I – it redeemed the total amount of debentures in circulation;

II – the deadline for redemption has expired or been accelerated and the entire issuance has not been redeemed, it proceeded with the deposit of the redemption value of the debentures in a commercial bank, such value being at the disposal of the debenture holders;

III – the offeror or linked person acquired the total amount of debentures in circulation; or

IV – all debenture holders agreed with the cancellation of registration as an open company, and expressly declared that they are aware that, due to this, the registration for trading of the debentures in an organized secondary market, if any, will be cancelled.

§1 In the hypothesis of the effective bank deposit referred to in item II, the company must publish an announcement informing such situation to the debenture holders, with the express mention of the name of the bank and identification of the branch where the deposit was made.

§2 In the hypothesis of item IV, the declaration of the fiduciary agent shall be accompanied by a copy of the declarations signed by all debenture holders, or by the minutes of the debenture holders' meeting that approved, unanimously and with the presence of all debenture holders, the cancellation of registration.

Art. 18. The company that has carried out the issuance or public distribution of other securities other than shares and debentures may only have its registration as an open company cancelled if the offeror proves that it acquired, directly or through a linked person, the total amount of securities in circulation in the market, except for beneficiary parts, or if it complies, with respect to the holders of such securities, with the requirements of item IV and §2 of art. 17.

• Arts. 17 and 18 revoked by CVM Instruction No. 480, of December 7, 2009

Art. 19. If the controlling shareholder, a person linked to him or the company intend to carry out an OPA for cancellation of registration in a period lower than 1 (one) year, counted from the date of homologation of the last public subscription with entry of new shareholders occurring in the target company, the price to be offered for the shares in circulation must be, at minimum, equal to the price obtained by the shares in said capital increase, duly updated in accordance with the OPA instrument and the legislation in force, and adjusted in a way to consider, in the price calculation, the alterations in the number of shares resulting from bonuses, splits, consolidations and conversions that may have occurred.

Sole paragraph. The provisions of the caput of this article apply to private subscription cases, provided that, at minimum, 1/3 (one third) of the shares subject to the capital increase, excluding those subscribed by the controlling shareholder in the exercise of its right of preference, have been subscribed by minority shareholders and third parties, and at least 10% (ten percent) of the shares of the same species and class as those subject to the capital increase remain in circulation, counting the deadline established in the caput from the date of homologation of the capital increase.

Instrument

Art. 20. From the instrument of the OPA for cancellation of registration, in addition to the requirements established in art. 10, the following must be included obligatorily:

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

Art. 20. In the instrument of the OPA for cancellation of registration for trading of shares in regulated securities markets, in addition to the requirements established in art. 10, the following must appear obligatorily:

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

I – Convocation of shareholders who wish to express their agreement regarding the cancellation of registration, specifying the deadline and the procedure to be adopted for such purpose;

II – Declaration that the target company has not issued other securities in circulation, or that it complied with the provisions of arts. 17 and 18;

• Item II revoked by CVM Instruction No. 487, of November 25, 2010.

III – Declaration that, should the company exercise the option provided for in § 5 of art. 4 of Law 6.404/76, the deposit of the redemption value must be made within 15 (fifteen) days, counted from the resolution for redemption, in a financial institution that maintains branches capable of making payments to shareholders, at least in the location of the company's headquarters and the stock exchange or organized over-the-counter market entity where the shares were admitted to trading, and in the capitals of all states of the Country, with such information being disclosed through a notice of relevant fact; and

IV – In cases of OPA launched by the company itself, a copy of the resolution of the company's body that approved the launch of the OPA, containing, at minimum, the justification for the operation, the lack of need to raise funds through public subscription of shares within a period of 2 (two) years, and the reference to the existence of reserves required by law.

IV – In cases of OPA launched by the company itself, transcription of the resolution of the company's body that approved the launch of the OPA, containing, at minimum, the justification for the operation, the lack of need to raise funds through public subscription of shares within a period of 2 (two) years, and the reference to the existence of reserves required by law.

• Item IV with wording given by CVM Instruction No. 487, of November 25, 2010.

IV – In cases of OPA launched by the company itself, direction for electronic access to the resolution of the company's body that approved the launch of the OPA, containing, at minimum, the justification for the operation, the lack of need to raise funds through public subscription of shares within a period of 2 (two) years, and the reference to the existence of reserves required by law.

• Item IV with wording given by CVM Instruction No. 604, of December 13, 2018.

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

Auction

Art. 21. In the OPA for cancellation of registration, shareholders will be considered:

I – Agreeing with the cancellation of registration, if they accept the OPA, selling their shares in the auction, or expressly manifest their agreement with the cancellation;

II – Disagreeing with the cancellation of registration, if, having qualified for the auction, in the manner of art. 22, they do not accept the OPA.

§1o The shares of shareholders who do not expressly manifest agreement with the cancellation of registration, nor qualify for the auction in the manner of art. 22, will not be considered as shares in circulation, for the purposes of item II of art. 16, being they, however, entitled to alienate such shares in the manner and deadline provided for in § 2o of art. 10.

§2o The instrument of express manifestation of agreement with the cancellation of registration must contain, in highlight, the shareholder's declaration that they are aware that:

I – their shares will be unavailable until the settlement of the OPA auction; and,

II – after cancellation, they will not be able to alienate their shares on the stock exchange or organized over-the-counter market where they were admitted to trading.

Art. 22. In the OPA auction for cancellation of registration, in addition to the rules established in art. 12, a procedure must be adopted that allows monitoring, throughout the auction, the quantity of shares of shareholders who have agreed with the cancellation of registration, as well as the sum of that quantity of shares with those held by shareholders who accept the OPA.

§1o All shareholders holding shares in circulation who intend to participate in the auction or dissent from the cancellation of registration, as well as shareholders who have expressly manifested agreement with the cancellation of registration, must credential, until the day before the auction, a brokerage firm to represent them in the OPA auction.

§2o The brokerage firms, credentialed in the manner of the preceding paragraph, must communicate to the stock exchange or organized over-the-counter market entity where the auction is to be held, until its start, the quantity of shares of shareholders that will be represented by them in the OPA auction, and the sum of the shares informed by all brokerage firms will constitute the total of shares in circulation for the purpose of calculating the quantity of acceptors and agreeers referred to in item II of art. 16.

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

§ 2o The brokerage firms, credentialed in the manner of §1o, must communicate to the stock exchange or organized over-the-counter market entity where the auction is to be held, until the time determined by such exchange or entity, the quantity of shares of shareholders that will be represented by them in the OPA auction, and the sum of the shares informed by all brokerage firms will constitute the total of shares in circulation for the purpose of calculating the quantity of acceptors and agreeers referred to in item II of art. 16.

• §2o with wording given by CVM Instruction No. 487, of November 25, 2010.

§3o The minimum quantity referred to in item II of art. 16 will be calculated by adding the sell orders issued with the express manifestations of agreement with the cancellation of registration, ending the auction upon the expiration of the deadline provided for its realization, or when the minimum quantity referred to in item II of art. 16 is reached, whichever occurs first.

§4o The express manifestations of agreement with the cancellation of registration and the acceptance orders of the offer, will be made by the brokerage firms, the silence of shareholders qualified in the manner of § 1o counting as dissent from the auction.

§5o The brokerage firms will documentally prove, within a period of 24 (twenty-four) hours counted from the closing of the auction, to the stock exchange or organized over-the-counter market entity where the auction took place, and to the intermediary institution, the legitimacy of the representation of the shareholders who have qualified, in the manner of § 1o.

§6o The brokerage firms will be civilly, administratively, and criminally liable for the improper credentialing of shareholders who are not legitimately represented by them, or who do not possess, on the date of the auction, the qualified shares.

§7o The intermediary institution and the stock exchange or organized over-the-counter market entity where the auction takes place will adopt all complementary measures necessary for the perfect compliance with the requirements imposed in the preceding paragraphs, or others that replace them with the same result.

Revision of the Offer Price

Art. 23. In the event of revision of the OPA price, in the manner provided for in art. 4-A of Law 6.404/76, and provided there is no withdrawal by the offeror, the auction will start with the new price, and a notice of relevant fact must be published informing about the price revision and the maintenance or withdrawal of the OPA.

Art. 24. In the revision of the OPA price, the following procedure will be adopted:

I – The request for convocation of the special assembly of shareholders holding shares in circulation, duly justified and accompanied by elements of conviction that demonstrate the failure or

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

imprecision in the use of the calculation methodology or in the evaluation criterion adopted, must be formulated within a period of 15 (fifteen) days, counted from the disclosure of the public offer value, in the terms of § 1o of art. 4o-A of Law 6.404/76, and will suspend the course of the registration process or, if this has already been granted, the deadline of the OPA notice, postponing the respective auction, and the offeror must arrange for the publication of a notice of relevant fact giving news of the postponement and the date set for the special assembly;

II – If the special assembly resolves not to carry out a new evaluation of the company, the course of the registration process, or of the OPA itself for the remaining period, as the case may be, will be resumed, and the offeror must arrange, in this latter hypothesis, the publication of a notice of relevant fact, with the new date for the realization of the auction;

III – If the assembly resolves to carry out a new evaluation, and the evaluation report comes to determine a value equal to or lower than the initial value of the OPA, the course of the registration process, or of the OPA itself for the remaining period, as the case may be, will be resumed, and the offeror must arrange, in this latter hypothesis, the publication of a notice of relevant fact, with the new date for the realization of the auction; and

IV – If the special assembly resolves to carry out a new evaluation, and the evaluation report comes to determine a value higher than the initial value of the OPA, the offeror must publish, within a period of 5 (five) days, counted from the presentation of the report, a notice of relevant fact, informing whether it maintains the OPA or withdraws from it, clarifying, in the first hypothesis, that the course of the registration process, or of the OPA itself for the remaining period, as the case may be, will be resumed, and the offeror must arrange, in this latter hypothesis, the publication of a notice of relevant fact, with the new date for the realization of the auction and the new price.

§1o The period of 15 (fifteen) days referred to in item I will only begin to run after the delivery of the original evaluation report to the CVM, or after its availability in the manner of § 6o below, if this occurs earlier, and the offeror must publish a notice of relevant fact, giving news of such delivery.

§2o The revision evaluation report will be prepared by a firm that meets the requirements of §§ o and 2o of art. 8o, and must observe all requirements established in §§ 3o and 4o of the same article.

§ 2o The revision evaluation report will be prepared by a firm that meets the requirements of §§ 1o and 2o of art. 8o, and must observe all requirements established in Annex III.

• §2o with wording given by CVM Instruction No. 487, of November 25, 2010.

§3o The special assembly that resolves to carry out a new evaluation must appoint the person responsible for preparing the report, approve their remuneration, establish a deadline not exceeding 30 (thirty) days for the completion of services, and determine that the report be forwarded to the target company, through its investor relations director, to the stock exchange or organized over-the-counter market entity where the auction is to take place, and to the CVM, in addition to being forwarded also to the electronic address of the latter, in the specific format indicated by the CVM.

§4o The administration of the target company must collaborate with the appraiser, aiming at the availability of the elements necessary for the preparation of the evaluation report.

§5o The institution responsible for preparing the evaluation report must also, on the same date of delivery of the report to the CVM, communicate the result of the evaluation to the intermediary institution, so that this and the offeror adopt the appropriate measures, among those provided for in items III and IV.

§6o The evaluation report referred to in this article will be available in the same places, and in the same format, as the evaluation report referred to in art. 8o.

§7o The minutes of the special assembly referred to in this article must necessarily indicate the name of the shareholders who voted in favor of the proposal to carry out a new evaluation, for the purpose of eventual application of § 3o of art. 4-A of Law 6.404/76.

Cancellation of Registration and Redemption of Shares

Art. 25. The CVM, within a period of 15 (fifteen) days, counted from the receipt of the statements regarding the OPA auction from the stock exchange or the organized over-the-counter market entity where the auction takes place, and after verifying that the rules of this Instruction have been met, will proceed with the cancellation of the registration of the open company, communicating the fact to the target company and to the stock exchange or to the organized over-the-counter market entity where the shares were admitted to trading.

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

Art. 25-A. The redemption price referred to in §5o of art. 4o of Law No. 6.404, of 1976, must be increased by interest at the Selic rate, or, if it ceases to be calculated, another rate that comes to replace it, from the date of settlement of the OPA until the date of deposit of the redemption.

§ 1o In offers for cancellation of registration where the consideration includes securities:

I – the payment of the redemption must be made in securities of the same species and class as those offered in the OPA; and

II – if there is also consideration in current currency, the payment of the redemption will comprise:

a) the same quantity per share of securities offered in the OPA; and

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

b) the value in current currency per share offered in the OPA, increased by interest, in the terms of the caput.

§ 2o In alternative offers, the shareholder must be offered the opportunity to choose the form of settlement of the redemption, whether in current currency or in securities of the same species and class as those offered in the OPA.

• Article 25-A included by CVM Instruction No. 487, of November 25, 2010.

OPA BY INCREASE OF PARTICIPATION

Hypotheses of Incidence

Art. 26. The OPA by increase of participation, as provided for in § 6o of art. 4o of Law 6.404/76, must always be carried out whenever the controlling shareholder, a person linked to him, and other persons who act in concert with the controlling shareholder or a person linked to him, acquire, by another means other than an OPA, shares that represent more than 1/3 (one third) of the total shares of each species or class in circulation on the date of entry into force of this Instruction, observed the provisions of §§ 1o and 2o of art. 37.

Art. 26. The OPA by increase of participation, as provided for in § 6o of art. 4o of Law 6.404, of 1976, must always be carried out whenever the controlling shareholder, a person linked to him, and other persons who act in concert with the controlling shareholder or a person linked to him, acquire, by another means other than an OPA, shares that represent more than 1/3 (one third) of the total shares of each species and class in circulation, observed the provisions of §§ 1o and 2o of art. 37.

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

§1o If the persons referred to in the caput hold, upon the entry into force of this Instruction, jointly or individually, more than half of the shares issued by the company of a certain species and class, and acquire, from the entry into force of this Instruction, individually or jointly, a participation equal to or greater than 10% (ten percent) of that same species and class within a period of 12 (twelve) months, without reaching the limit referred to in the caput, the CVM may determine the carrying out of an OPA by increase of participation, if it verifies, within a maximum period of 6 (six) months counted from the communication of acquisition of the said participation, that such acquisition had the effect of preventing the liquidity of the shares of the species and class acquired.

§2o The OPA referred to in this article must have as its object all shares of the affected class or species.

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

§3o The request for registration of the OPA referred to in the caput must be presented to the CVM within a period of 30 (thirty) days, counted from the date on which the hypothesis of the caput is verified, or within the period determined by the CVM, in the hypothesis of § 1o.

§4o In any of the hypotheses of this article, it will be lawful for the persons mentioned in the caput to adopt the alternative procedure referred to in art. 28, under the conditions stated therein.

§ 5o If the provisions of §§1o and 2o of art. 37 are not applicable, the limit of 1/3 (one third) provided for in the caput must be calculated based on the number of shares in circulation on the date of closing of the first public distribution offer of shares of the company or, if no offer has been made, on the date of obtaining the registration of the company for trading of shares in regulated securities markets.

§ 6o Once the limit of 1/3 (one third) of the shares in circulation provided for in the caput is exceeded, the controller, a person linked to him, and other persons who act in concert with the controlling shareholder or a person linked to him may only carry out new acquisitions of shares through an OPA by increase of participation.

• §§ 5o and 6o included by CVM Instruction No. 487, of November 25, 2010.

Revision of the Offer Price

Art. 27. In the event of revision of the OPA price, in the manner provided for by art. 4-A of Law 6.404/76, withdrawal of the OPA by the offeror will not be permitted, unless it adopts the alternative procedure referred to in art. 28.

Sole Paragraph. The revision of the OPA price will adopt the procedures established in arts. 23 and 24.

Alternative Procedure to OPA

Art. 28. If any of the hypotheses of art. 26 is verified, it will be lawful for the controlling shareholder to request authorization from the CVM not to carry out the OPA by increase of participation, provided it commits to alienate the excess participation within a period of 3 (three) months, counted from the occurrence of the acquisition.

§1o The alienation referred to in the caput will only produce effect if the acquirers are not persons linked to the controlling shareholder, nor act in concert with him or persons linked to him.

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

§2o If the shares are not alienated within the deadline and in the manner provided for in the caput and first paragraph of this article, the controlling shareholder must present a request for registration of OPA by increase of participation to the CVM within a period of 30 (thirty) days, counted from the end of the period established in the caput.

§3o The alternative procedure to the OPA by increase of participation may only be used once, every period of 2 (two) years.

§4o The CVM may extend once the deadline referred to in the caput, if it verifies, upon request by the interested party, that the alienation of the entire block within the initial deadline may significantly affect the quotations of the shares on the stock exchange or in the organized over-the-counter market where they are admitted to trading.

OPA BY ALIENATION OF CONTROL

Hypothesis of Incidence, Object and Price

Art. 29. The OPA by alienation of control of an open company will be mandatory, in the manner of art. 254-A of Law 6.404/76, whenever there is alienation, directly or indirectly, of the control of an open company, and will have as its object all shares issued by the company to which the full and permanent right of vote is attributed, by legal or statutory provision.

§1o The OPA must be formulated by the acquirer of the control, and its instrument will contain, in addition to the requirements established by art. 10, the information contained in the notice of relevant fact disclosed upon the alienation of the control, without prejudice to the provisions of item I of § 1o of art. 33, if applicable.

§ 1o The OPA must be formulated by the acquirer of the control, and its instrument will contain, in addition to the requirements established by art. 10, direction for electronic access to the notice of relevant fact disclosed upon the alienation of the control, without prejudice to the provisions of item I of § 1o of art. 33, if applicable.

• § 1o with wording given by CVM Instruction No. 604, of December 13, 2018.

§2o The request for registration of the OPA referred to in the caput must be presented to the CVM within a maximum period of 30 (thirty) days, counted from the celebration of the definitive instrument of alienation of the shares representing the control, whether the realization of the OPA constitutes a suspensive condition or a resolutive condition of the alienation.

§3o The registration of the OPA by the CVM implies the authorization of the alienation of the control, on the condition that the public offer is to be carried out in the terms approved and regulatory deadlines.

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

§4o For the purposes of this instruction, alienation of control is understood as the operation, or set of operations, of alienation of securities with voting rights, or convertible into them, or of onerous assignment of subscription rights of these securities, carried out by the controlling shareholder or by persons belonging to the control group, by which a third party, or a set of third parties representing the same interest, acquires the power of control of the company, as defined in art. 116 of Law 6.404/76.

§5o Without prejudice to the definition contained in the preceding paragraph, the CVM may impose the carrying out of an OPA by alienation of control whenever it verifies that the onerous alienation of the control of an open company has occurred.

§6o In the case of indirect alienation of shareholder control, the offeror must submit to the CVM, together with the registration request, the justified demonstration of the method of calculation of the price due by virtue of art. 254-A of Law 6.404/76, corresponding to the alienation of the control of the target company.

§ 6o In the case of indirect alienation of shareholder control:

I – the offeror must submit to the CVM, together with the registration request, the justified demonstration of the method of calculation of the price due by virtue of art. 254-A of Law 6.404, of 1976, corresponding to the alienation of the control of the target company; and

II – the CVM may, within the period provided for in §2o of art. 9o, determine the presentation of an evaluation report of the target company.

• §6o with wording given by CVM Instruction No. 487, of November 25, 2010.

§ 7o In alienations with payment in money, the price of the OPA must be, at least, equal to 80% of the price paid to the controller, increased by interest at the Selic rate or, if this rate ceases to be calculated, another rate that comes to replace it, from the date of payment to the controller until the date of financial settlement of the OPA.

§ 8o In alienations where the consideration is securities, the acquirer must offer shareholders securities of the same species and class as those offered to the controlling shareholder, being it facultative to formulate an alternative offer in money or other securities, provided that the choice falls to the recipients of the offer.

• §§ 7o and 8o included by CVM Instruction No. 487, of November 25, 2010.

Premium Offer for Shareholder Retention

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Art. 30. In accordance with § 4 of art. 254-A of Law 6.404/76, the acquirer of controlling shareholding may offer minority shareholders, recipients of the OPA, a premium at least equivalent to the difference between the market value of the shares and the price paid per share included in the controlling block.

§1 If such option is offered, shareholders may indicate, in the OPA auction, their choice to receive the premium, instead of accepting the OPA, it being understood that all shareholders who do not indicate such choice accept and are entitled to the premium.

§2 For the purpose of calculating the premium referred to in the caput, market value shall be understood as the weighted average quotation of the shares subject to the offer, in the last 60 (sixty) trading sessions held before the disclosure of the relevant fact notice that announces the alienation of control.

§3 In the event that the OPA covers the premium referred to in the caput, the instrument must specify the period during which the payment of the premium will be available to shareholders, which cannot be less than 3 (three) months, as well as the financial institution responsible for the payment, with indication of the branches capable of making payments to shareholders, which must be located, at minimum, in the locality of the company's headquarters and the stock exchange or organized over-the-counter market entity where the shares were admitted to trading, and in the capitals of all states of the Country.

§4 At the request of the offeror, the CVM may approve the offer of a premium different from that referred to in the caput, provided that:
I - the acceptance of the OPA itself remains optional for the recipients of the offer; II - the acceptors of the premium offer are granted the option referred to in § 2 of art. 10, deducting from the price due, in case of exercise of the option, the amount already received as payment of the premium; and; III – the conditions of the premium offer are equitable.

VOLUNTARY OPA

Art. 31. Any voluntary OPA, originating or competing, of shares of an open company, whether it concerns part or all of the shares issued by the company, shall comply with the procedures set forth in arts. 4º to 8º-A and 10 to 15-B, insofar as applicable.

• Caput with wording given by CVM Instruction No. 487, of November 25, 2010.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Sole Paragraph. To the voluntary OPA formulated by the controlling shareholder or by persons linked to them, which has as its object the total of the shares in circulation issued by the target company, or of a certain class or species of shares in circulation, the rules of the OPA for increase in participation shall also apply.

• Sole Paragraph revoked by CVM Instruction No. 487, of November 25, 2010.

OPA FOR ACQUISITION OF CONTROL

Art. 32. The voluntary OPA for the acquisition of control of an open company, referred to in art. 257 of Law 6.404/76, shall depend only on registration with the CVM if it involves exchange for securities, and shall observe the following:

I – the general procedure and the special procedure applicable to any voluntary OPA shall apply, as well as the requirements of this section;

• Item I with wording given by CVM Instruction No. 487, of November 25, 2010.

II – the offeror shall disclose the same information required for the OPA by alienation of control, if available to it; and

III – the OPA must have as its object, at least, a quantity of shares capable of, added to those of the offeror, persons linked to it, and those acting in concert with it, ensuring control of the open company.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Art. 32-A. The OPA instrument for acquisition of control, except in the case of partial OPA, shall contain a declaration by the offeror that it will be obliged to acquire, after the OPA, the remaining shares in circulation of the same species and class, for a period of 30 (thirty) days, counted from the date of the holding of the auction, at the final price of the OPA.

§ 1 The price provided for in the caput shall be updated in accordance with the OPA instrument.

§ 2 The effective payment for the remaining shares in circulation shall occur within 15 (fifteen) days counted from the last of the following events to occur:

I - exercise of the option by the shareholder; or

II - payment to other shareholders who accepted the OPA, in the case of OPA with payment in installments.

§ 3 For the purpose of the caput, and exclusively when it concerns public offers of exchange, mixed or alternative (art. 6, items II and III and §1), it shall be lawful for the offeror to establish up to 3 (three) dates, one necessarily being the last day of the period referred to in the caput, for the start of the flow of the 15 (fifteen) day period referred to in §2.”

• Article 32-A included by CVM Instruction No. 487, of November 25, 2010.

Art. 32-B. In a partial OPA for acquisition of control, the recipients of the OPA must be guaranteed, by express provision in the notice, the option to condition their acceptance to the success of the OPA.

§ 1 For the purposes of this article, an offer shall be considered successful if it receives unconditional acceptances for a quantity of shares capable of, added to the shares of the offeror, persons linked to it, and those acting in concert with it, ensuring control of the company.

§ 2 If the OPA is successful, in accordance with §1, the acquirer may acquire all the shares subject to the offer, proceeding to pro-rata allocation among all who accepted the OPA, even if they do so conditionally.

§ 3 If the OPA is not successful in accordance with §1, the offeror may not acquire shares through the OPA.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

§ 4 In the auction of a partial OPA for acquisition of control, a procedure must be adopted that allows monitoring, throughout the auction, the quantity of shares of shareholders who accept the OPA unconditionally.

§ 5 Shareholders wishing to participate in the auction must credential, until the day before the auction, a brokerage firm to represent them.

§ 6 The brokerage firms, credentialed in accordance with §5, must communicate to the stock exchange or organized over-the-counter market entity where the auction is to be held, until the time determined by such exchange or entity, the quantity of shares of the shareholders that will be represented by them in the OPA auction.

§ 7 The stock exchange or organized over-the-counter market entity where the auction is held shall adopt all complementary measures necessary for the perfect compliance with the requirements imposed in this article.

• Article 32-B included by CVM Instruction No. 487, of November 25, 2010.

Art. 32-C. Within 3 (three) business days counted from the date of publication of the OPA notice for acquisition of control, the target company must provide the following information to the market, through an electronic system available on the CVM website:

I – number, class, species and type of securities of the target company held: (i) by the target company itself, (ii) by administrators, (iii) by persons linked to the target company and (iv) by persons linked to administrators;

II – number, class, species and type of securities of the target company borrowed or lent by (i) the target company, (ii) by administrators, (iii) persons linked to the target company, and (iv) persons linked to administrators;

III – detailed description of the exposure of (i) the target company, (ii) administrators, (iii) persons linked to the target company and (iv) persons linked to administrators, in derivatives referenced in securities of the target company;

IV – report of transactions with securities of the target company or derivatives referenced in securities of the target company carried out by (i) the target company itself, (ii) each of its administrators, (iii) persons linked to the target company and (iv) persons linked to administrators, from 3 (three) months before the start date of the OPA period until the date of disclosure of the information provided for in this article, informing the dates on which the transactions occurred,

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

the type, species, class and quantity traded, grouped by date, as well as the average price on each trading date;

V – detailed description of any contracts, pre-contracts, options, letters of intent or legal acts in force providing for the acquisition or alienation of securities of the target company of which they are parties or beneficiaries: (i) the target company itself, (ii) its administrators and (iii) persons linked to the target company or to its administrators;

VI – description and analysis of any economic consequences of the OPA for the administrators of the target company, including, among others, extraordinary payments and early maturity of stock purchase options; and

VII – position held (i) by the target company itself and persons linked to it and (ii) by its administrators or persons linked, in securities of the offeror, including, at minimum:

a) number, class, species and type of securities held;

b) number, class, species and type of securities borrowed or lent; and

c) detailed description of their exposure in derivatives referenced in securities of the offeror.

Sole Paragraph. The information regarding administrators and persons linked to them required by this article may be consolidated by an administrative body of the company.

• Article 32-C included by CVM Instruction No. 487, of November 25, 2010.

Art. 32-D. If the board of directors of the target company decides to manifest itself in favor or against the acceptance of the OPA for acquisition of control:

I – the manifestation must address all relevant aspects for the investor's decision, especially the price offered in the OPA;

II – the manifestation must describe relevant changes in the financial situation of the target company that have occurred since the date of the last financial statements or quarterly information disclosed to the market; and

III – a copy of the manifestation must be disclosed to the market through an electronic system available on the CVM website.

• Article 32-D included by CVM Instruction No. 487, of November 25, 2010.

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

Art. 32-E. During the period of the OPA for acquisition of control, the offeror and linked persons must communicate to the market:

I – transactions carried out during the period of the OPA, directly or indirectly, with securities of the target company, informing the dates on which the transactions occurred, the type, species, class and quantity traded, grouped by date, as well as the average price on each trading date;

II – the signing of a contract, pre-contract, option, letter of intent or any other legal act providing for the acquisition or alienation of securities of the target company, informing the quantity of securities and describing the price and other terms and conditions of each legal act; and

III – the signing of a contract, pre-contract, option, letter of intent or any other legal act with the target company, its administrators or shareholders holding shares representing more than 5% (five percent) of the shares subject to the OPA, or with any person linked to the above persons.

§ 1 The reports made in compliance with the caput must also include the following information:

I – number, class, species and type of securities of the target company held on the date of the report;

II – number, class, species and type of securities of the target company borrowed or lent, on the date of the report; and

III – detailed description of exposure in derivatives referenced in securities of the target company on the date of the report.

§ 2 The obligations provided for in the caput and §1 also apply to:

I – the target company and persons linked to it;

II – the administrators of the target company and persons linked to it; and

III – third parties who intend to interfere in the OPA auction, from the date they manifest their intention to do so, in accordance with art. 12, §4º.

§ 3 The persons referred to in §2 must also communicate the carrying out of operations with derivatives referenced in shares of the target company, informing the nature of the derivatives, the

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

considerations and main terms and conditions, grouping the transactions according to their nature and the date on which they occurred.

§ 4 The information regarding administrators and persons linked to them required by this article may be consolidated by an administrative body of the company.

• Article 32-E included by CVM Instruction No. 487, of November 25, 2010.

Art. 32-F. During the period of the OPA for acquisition of control, any person, or group of persons acting in concert or representing the same interest, who is the holder, directly or indirectly, of shares corresponding to 2.5% (two and a half percent) or more of the shares of a certain class or species of the target company, must communicate to the market:

I – any increase or decrease in their direct or indirect participation by more than 1% (one percent) of the shares of a certain class or species of the target company, also informing the dates on which the negotiations occurred, the quantities traded, grouped by date, as well as the average price on each trading date;

II – the signing of a contract, pre-contract, option, letter of intent or any other legal act providing for the acquisition or alienation of shares representing, jointly or separately, more than 1% (one percent) of the shares of a certain class or species of the target company, informing the quantity of shares and describing the price and other terms and conditions of each legal act; and

III – the carrying out of operations with derivatives referenced in shares that, jointly or separately, represent more than 1% (one percent) of the shares of a certain class or species of the target company, informing the nature of the derivatives, the considerations and main terms and conditions, grouping the transactions according to their nature and the date on which they occurred.

§ 1 The communications made in compliance with the caput must also include the following information:

I – number, class, species and type of securities of the target company held on the date of the report;

II – number, class, species and type of securities of the target company borrowed or lent, on the date of the report;

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

III – detailed description of exposure in derivatives referenced in securities of the target company on the date of the report.

§ 2 The obligations provided for in the caput and §1 also apply to any person, or group of persons acting in concert or representing the same interest, who is the holder, directly or indirectly, of derivatives referenced in shares of the target company representing 2.5% (two and a half percent) or more of the shares of a certain species and class of the target company.

• Article 32-F included by CVM Instruction No. 487, of November 25, 2010.

Art. 32-G The information required by arts. 32-E and 32-F must be provided through a report including all operations carried out until 24 (twenty-four) hours, Brasília time, of that day, which must be sent to the investor relations director of the target company until 12 (twelve) hours, Brasília time, of the following day.

Sole Paragraph. The investor relations director of the target company must disclose the information received until the day following the receipt of the information, before the opening of trading in shares of the company on the Brazilian regulated markets where they are admitted to trading, through a system available on the CVM website.

• Article 32-G included by CVM Instruction No. 487, of November 25, 2010.

PUBLIC OFFER OF EXCHANGE

Art. 33. Any public offer involving exchange for securities, including mixed and alternative offers (art. 6º, III and § 1º), shall depend on registration with the CVM, in accordance with art. 9º, observing, moreover, the rules of arts. 4º to 8º-A and 10 to 15-B.

§1 Only securities issued by an open company, admitted to trading on a stock exchange or organized over-the-counter market, may be offered in exchange, observing however the following:

I - if it concerns an OPA by alienation of control in which the price paid by the acquirer involves goods or securities not admitted to trading, and in other special circumstances, in which equitable treatment and adequate information to the holders of the shares subject to the OPA are ensured, the CVM may admit that the public offer of exchange or mixed be settled with payment in goods or securities not admitted to trading in regulated markets;

II - for the purposes of the provisions of this article, foreign companies issuing securities are equated to open companies, provided that such securities are admitted to trading in a securities market subject to CVM supervision.

• Item II revoked by CVM Instruction No. 487, of November 25, 2010.

III - also for the purposes of the provisions of this article, certificates of shares admitted to trading are equated to securities admitted to trading, including those issued by a financial institution authorized to operate in Brazil, backed by securities issued by foreign companies, provided that the latter obtain registration as an open company with the CVM, in accordance with the legislation in force.

III - for the purposes of the provisions of this article, certificates of shares admitted to trading in Brazilian regulated markets are included among the securities admitted to trading, including those issued by a financial institution authorized to operate in Brazil, backed by securities issued by foreign companies, provided that the latter obtain registration as a foreign issuer, in accordance with the regulation in force.

• Caput and § 1 with wording given by CVM Instruction No. 487, of November 25, 2010.

§2 The OPA instrument referred to in this article shall also contain:

I – information on the exchange ratio, the quantity, species and class of the securities offered, the legal and statutory rights attributed to such securities, their trading history in the last 12 (twelve) months, and the treatment to be given to any fractions resulting from the exchange ratio, without prejudice to other information considered necessary by the CVM; and

INSTRUCTION CVM No. 361, OF MARCH 5, 2002.

II - information on the company issuing the securities offered, in the same form required by the CVM for the public distribution of securities.

III - the price in reais, calculated according to the proposed exchange ratio, which will be used for the purposes of the declarations referred to in item I of art. 10, if applicable.

§ 3 Item II of § 2 may be replaced by incorporation by reference to the reference form of the company issuing the securities to be assigned in the exchange, updated in accordance with the Instruction that provides for the registration of the issuer, observed, in this case, § 4.

• § 3 included by CVM Instruction No. 604, of December 13, 2018.

§ 4 In the event of § 3, the OPA instrument referred to in this article shall also contain information on the risk factors of the distribution offer underlying the exchange.

• § 4 included by CVM Instruction No. 604, of December 13, 2018.

FINAL AND TRANSITORY PROVISIONS

Exceptional situations

Art. 34. Exceptional situations that justify the acquisition of shares without a public offer or with a differentiated procedure shall be examined by the CVM Board, for the purpose of dispensing with or approving procedures and formalities to be followed, including with regard to the disclosure of information to the public, if applicable.

§1 Examples of the exceptional situations referred to in the caput are those resulting from:

I - the company having an extraordinary concentration of its shares, or the difficulty of identifying or locating a significant number of shareholders;

II - the small quantity of shares to be acquired compared to the number of shares in circulation, or the total value, objective or impact of the offer on the market;

III - the type of registration of the open company, as defined in specific regulation;

IV - it being operations involving a company with negative net equity, or with paralyzed or interrupted activities; and

V - it being an operation involving a simultaneous offer in markets not supervised by the CVM.

CVM INSTRUCTION NO. 361, OF MARCH 5, 2002.

§2 The CVM may authorize the formulation of a single OPA, aiming at more than one of the purposes provided for in this Instruction, provided that it is possible to harmonize the procedures of both OPA modalities, and there is no prejudice to the recipients of the offer.

§3 In the case of §2, the OPA must be formulated at a price that simultaneously satisfies the requirements of all OPA modalities intended to be aggregated, without prejudice to the possibility of the offeror including more than one payment option.

§3 included by CVM Instruction No. 616, of December 3, 2019.

Art. 35. The CVM may waive the requirements of this Instruction regarding the minimum or maximum limit of shares to be acquired, in an OPA formulated by the controlling shareholder of a company listed in a special trading segment of securities, instituted by a stock exchange or by an over-the-counter market entity, which ensures, through contractual linkage, differentiated corporate governance practices, provided that:

I - such offers arise from a requirement contained in the listing regulations of the respective special trading segment, in the event of the company's withdrawal from the respective segment, whether due to voluntary deliberation of the company or due to non-compliance with regulatory rules, and provided that such offers do not imply the cancellation of the open company's registration; and,

I - such offers arise from a requirement contained in the listing regulations of the respective special trading segment, in the event of the company's withdrawal from the respective segment, whether due to voluntary deliberation of the company or due to non-compliance with regulatory rules, and provided that such offers do not imply cancellation of registration for trading of shares in the regulated securities markets; and

Item I with wording given by CVM Instruction No. 487, of November 25, 2010.

II - the acquisition price corresponds, at minimum, to the economic value of the share, determined in an appraisal report prepared by a specialized company, with proven experience and independence regarding the decision-making power of the company, its administrators, and its controlling shareholder.

Art. 35. REVOKED

Art. 35 revoked by CVM Instruction No. 616, of December 3, 2019.

Art. 35-A. At the request of the controlling shareholder, the CVM may authorize adjustments to the number of shares in circulation that serves as the basis for calculating the 1/3 (one-third) limit provided for in arts. 15, item I, 26, and 31, sole paragraph, if this number has changed significantly after the dates established in the aforementioned provisions and in art. 37, §1º, due to capital increases, public distribution offers, or corporate transactions.

Article 35-A included by CVM Instruction No. 487, of November 25, 2010.

Art. 35-A. At the request of the controlling shareholder, the CVM may authorize adjustments to the number of shares in circulation that serves as the basis for calculating the 1/3 (one-third) limit provided for in arts. 15, item I, and 26, if this number has changed significantly after the dates established in the aforementioned provisions and in art. 37, §1º, due to capital increases, public distribution offers, or corporate transactions.

Article with wording given by CVM Instruction No. 492, of February 23, 2011

Serious Offense

Art. 36. Non-compliance with the provisions of this Instruction is considered a serious offense, for the purposes of the provisions of art. 11, §3, of Law 6.385/76.

Validity Rules

Art. 37. This Instruction enters into force on the date of its publication, revoking CVM Instructions No. 229/95, 299/99, and 345/00, except for the application of Law 10.303, of October 31, 2001, to offers not yet published.

§1 For the purpose of applying to open companies existing on the date of entry into force of this Instruction the provisions of arts. 15, item I, 26, and 31, sole paragraph, the 1/3 limit of shares in circulation referred to therein shall be calculated considering the shares in circulation on the date of entry into force of CVM Instruction No. 345, of September 4, 2000, so that the shares acquired by the offeror, through a public offer, since that date, are deducted from the balance to be acquired.

§1 For the purpose of applying to open companies existing on the date of entry into force of this Instruction the provisions of arts. 15, item I, and 26, the 1/3 limit of shares in circulation referred to therein shall be calculated considering the shares in circulation on the date of entry into force of CVM Instruction No. 345, of September 4, 2000, so that the shares acquired by the offeror, through a public offer, since that date, are deducted from the balance to be acquired.

§1 with wording given by CVM Instruction No. 492, of February 23, 2011

§2 Still for the purpose of open companies existing on the date of entry into force of this Instruction, if the offeror, in the offers referred to in the caput of art. 15, has already reached the limit referred to in item I of the same article, calculated in the manner of the previous paragraph, a new acquisition of shares may only be carried out through an OPA for increase in participation, with the limitations established therein.

§3 The rules of the preceding paragraphs do not prejudice the application of the provisions of §2 of art. 26 to open companies existing on the date of entry into force of this Instruction.

Signed original by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President

ANNEX I

REQUIREMENTS OF THE OPA REGISTRATION REQUEST

I. In the OPA registration, the following will be observed:

a) the request will be presented in typewritten text, on numbered sheets, A4 size, with at least 3 (three) centimeters of top and left margin;

b) the request will mention the attached documents, which will be numbered in the order of their citation and will maintain the same order indicated in the text, with the respective indication in the upper right margin, in bold;

c) corporate acts published in newspapers, presented as attached documents, will be highlighted, and the entire page of the newspaper containing them must be attached, stapled to a separate sheet, preserving the indication of the newspaper's name and its date, complying with the provisions of items (a) and (b) above; and

d) the request will be accompanied by proof of payment of the supervision fee due in accordance with the law.

I. REVOKED

Item I revoked by CVM Instruction No. 604, of December 13, 2018.

II – Furthermore, the OPA registration request will contain:

II. The OPA registration request will contain:

Item II with wording given by CVM Instruction No. 604, of December 13, 2018.

a) the identification of the target company;

a) identification of the target company and of the attached documents with reference to the normative command that determines their presentation;

Item a with wording given by CVM Instruction No. 604, of December 13, 2018.

b) the identification of a person responsible for receiving requirements and for representing the offeror before the CVM regarding the OPA registration request, with their phone and fax numbers, address, email address, and any other means of communication deemed appropriate;

c) if there is a linkage between the shareholders of the target company, notably through a shareholders' agreement, the indication of such relationship, especially with regard to the controlling shareholder, the offeror, and the intermediary institution;

d) copy of the brokerage contract;

e) when applicable, 3 (three) copies of the appraisal report and one copy in electronic media in the format informed by the CVM;

e) when applicable, appraisal report in printed copy and in electronic media in the format informed by the CVM;

Item “e” with wording given by CVM Instruction No. 487, of November 25, 2010.

f) the draft of the OPA instrument, in the form in which it will be published, accompanied by one copy in electronic media, in the format informed by the CVM;

g) nominal list, updated up to 10 (ten) days before the protocol of the OPA registration request with the CVM, of all shareholders of the target company, with their respective addresses and quantity of shares, discriminated by type and class, accompanied by one copy in electronic media, in the format informed by the CVM;

h) copy of the attendance list in the last 3 (three) Ordinary General Assemblies of the target company; and

h) description of the advertising material to be used for the dissemination of the OPA;

Item h with wording given by CVM Instruction No. 487, of November 25, 2010.

i) description of the advertising material to be used for the dissemination of the OPA.

i) when it is an OPA for increase in participation or for alienation of control, copy of all and any contracts related to the operation that resulted in the increase in participation or alienation of control, including, for example, share purchase and sale contracts, debt assumption contracts, contracts that regulate any compensation between the parties, contracts granting purchase and sale options, and contracts for the assignment of credits; and

Item i with wording given by CVM Instruction No. 487, of November 25, 2010.

i) when it is an OPA for increase in participation or for alienation of control, copy of all and any contracts related to the operation that resulted in the increase in participation or alienation of control, including, for example, share purchase and sale contracts, debt assumption contracts, contracts that regulate any compensation between the parties, contracts granting purchase and sale options, and contracts for the assignment of credits;

Item i with wording given by CVM Instruction No. 604, of December 13, 2018.

j) free translation of any documents drafted in a foreign language.

Item “j” included by CVM Instruction No. 487, of November 25, 2010.

j) free translation of any documents drafted in a foreign language;

Item j with wording given by CVM Instruction No. 604, of December 13, 2018.

k) reference to corporate acts related to the OPA, indicating the page on the worldwide computer network where they can be consulted; and

Item k included by CVM Instruction No. 604, of December 13, 2018.

l) proof of payment of the supervision fee due in accordance with the law.

Item l included by CVM Instruction No. 604, of December 13, 2018.

ANNEX II

REQUIREMENTS OF THE OPA INSTRUMENT

I – The OPA Instrument will contain:

a) the identification of the target company, the intermediary institution, and the offeror, including, for the latter, when applicable, its controller, with the description of its corporate object, sectors of activity, and activities developed by it;

b) express mention that it is a Public Acquisition Offer and detailing its object, according to the OPA modality;

c) information about the target company, including:

1. table with its shareholding composition, with nominal and percentage discrimination of shares in circulation, separated by type and class, and also those held by the controlling shareholder, persons linked to him, administrators, and those in treasury;

2. demonstrative table of the economic-financial indicators of the target company, relating to the last two fiscal years and the previous quarter made available to the CVM, prepared in consonance with the periodic information sent to the CVM; and

3. indication of the weighted average quotation price of the target company's shares, discriminated by type and class, the net asset value per share, and the economic value per share, in conformity with the appraisal report.

d) the quantity of shares subject to the OPA, the price at which the OPA will be formulated, and the payment conditions;

e) the information that the appraisal report, when applicable, and the notice are available to potential interested parties, at minimum, at the CVM, at the offeror's address, at the headquarters of the intermediary institution and the target company, and at the stock exchange or over-the-counter market entity where the auction must take place, as well as accessible on the worldwide computer network, at the electronic address of the CVM and the target company, if the latter has one.

f) information relating to the OPA auction, including warnings that shareholders who wish to accept the OPA, by selling their shares in the auction, must comply with the requirements for the trading of shares contained in the operations regulation of the stock exchange or over-the-counter market entity where the auction will take place, and that shareholders may accept the OPA through any market agent authorized to act in the auction;

g) in the case of a swap or mixed OPA, the same elements required in the CVM's own regulation for the announcement of the start of distribution of the securities of the same type as those offered;

h) the declarations and information referred to in art. 9; and

i) the information referred to in art. 15.

c) number, class, and type of the shares subject to the offer;

d) price or other form of consideration;

e) main terms and conditions of the offer;

f) the date, place, and time of the start of the OPA auction;

g) other information relating to the OPA auction, including warnings that shareholders who wish to accept the OPA, by selling their shares in the auction, must comply with the requirements for the trading of shares contained in the operations regulation of the stock exchange or over-the-counter market entity where the auction will take place, and that shareholders may accept the OPA through any person authorized to operate in the respective market;

h) information about the target company, including:

1. table with its shareholding composition, with nominal and percentage discrimination of shares in circulation, separated by type and class, and also those held by the controlling shareholder, persons linked to him, administrators, and those in treasury;

2. demonstrative table of the economic-financial indicators of the target company, relating to the last two fiscal years and the previous quarter made available to the CVM, prepared in consonance with the periodic information sent to the CVM;

3. indication of the weighted average quotation price of the target company's shares, discriminated by type and class, the net asset value per share, and the economic value per share, in conformity with the appraisal report; and

4. information about the registration status of the target company with the CVM, when it is an offer formulated by the company itself, by the controlling shareholder, or by a person linked to him;

i) number, class, type, and species of the securities of the target company held by the offeror or by linked persons;

j) number, class, type, and species of securities of the target company borrowed or lent by the offeror or by linked persons;

k) exposure of the offeror and linked persons in derivatives referenced in securities of the target company;

l) detailed information about contracts, pre-contracts, options, letters of intent, or any other legal acts disposing of the acquisition or alienation of securities of the target company of which the offeror or linked persons are parties or beneficiaries;

m) detailed description of contracts, pre-contracts, options, letters of intent, or any other similar legal acts entered into in the last 6 (six) months between:

1. the offeror or persons linked to him; and

2. the target company, its administrators, or shareholders holding shares representing more than 5% (five percent) of the shares subject to the OPA or any person linked to the above persons;

n) the information that the appraisal report, when applicable, and the notice are available to potential interested parties, at minimum, at the CVM, at the offeror's address, at the headquarters of the intermediary institution and the target company, and at the stock exchange or over-the-counter market entity where the auction must take place, as well as accessible on the worldwide computer network, at the electronic address of the CVM and the target company, if the latter has one;

o) information that, upon identification and receipt, the nominal list of all shareholders of the target company, with their respective addresses and quantity of shares, discriminated by type and class, including in electronic media, is available to potential interested parties at the offeror's address, at the target company's headquarters, at the intermediary institution, at the CVM, and at the stock exchange or over-the-counter market entity where the OPA auction must take place;

p) in the case of a swap or mixed OPA, the same elements required in the CVM's own regulation for the announcement of the start of distribution of the securities of the same type as those offered; and

q) the information referred to in art. 15.

II – The OPA instrument will also contain, if applicable, the date of approval of the OPA registration request with the CVM, with the information, in bold, that the approval of the OPA registration request does not imply, by the CVM, guarantee of the truthfulness of the information provided, judgment on the quality of the target company, or the price offered for the shares subject to the OPA.

Annex II with wording given by CVM Instruction No. 487, of November 25, 2010.

ANNEX III

PRELIMINARY PROVISIONS

Annex III added by CVM Instruction No. 436, of July 5, 2006.

I – The information contained in the appraisal report must be complete, precise, current, clear, and objective.

II – The appraisal report of the target company will reflect the appraiser's opinion regarding the value or value interval reasonable for the object of the offer on the date of its preparation and must consist of a reasoned value analysis, in the terms established in this Annex, and said opinion should not be understood as a recommendation of the offer price, which must be determined by the offeror.

III – The information contained in the appraisal report must be based on the audited financial statements of the evaluated company, and may additionally be based on managerial information regarding the evaluated company, provided by its administration, and also on information available to the general public. The appraiser will not be responsible for conducting an independent verification of the information received from the company, or from third parties hired by it, and will accept and use them, within the scope of its analysis, unless it considers that they are not consistent.

III – The information contained in the appraisal report must be based on the audited financial statements of the evaluated company, and may additionally be based on managerial information regarding the evaluated company, provided by its administration or by third parties hired by it, and also on information available to the general public. Regarding managerial information, the appraiser will only accept and use them if it considers that they are consistent.

Item III with wording given by CVM Instruction No. 487, of November 25, 2010.

IV – The text of the appraisal report must be presented in Portuguese, in accessible and easy-to-understand language, which allows shareholders and the general public to form a reasoned judgment about the offer and about the value of the shares of the evaluated company. Expressions in foreign languages must be mandatory translated in the Glossary.

V – The appraisal report must contain the signatures and identification of the professionals responsible for the evaluation, as well as of the representative of the company responsible for the report.

VI – The appraisal report must present the information in the order established in this Annex, encompassing what is required by current legislation.

VII – The information required in this Annex is considered minimum information, and the appraiser may extend the compliance with this outline, complementing such information with others that it deems necessary and convenient to enrich and better support the content and results of the appraisal report or to justify the values entered.

Index

VIII – The appraisal report will contain an index, encompassing the subjects and the numbering of the pages.

Executive Summary

IX – The appraisal report will contain an Executive Summary that will encompass, summarily, at least the following information:

a) the main information and conclusions of the appraisal report;

b) the criteria adopted and the main premises used;

c) the chosen evaluation method;

d) the discount rate used, if applicable;

e) the value or value interval determined in each of the evaluation methodologies used, with presentation of a comparative table of the determined values;

f) indication of the evaluation criterion, among those contained in the report, that is considered by the appraiser as the most adequate in defining the fair price; if applicable; and

g) the reasons why such criterion was chosen, in the case of an OPA for cancellation of registration;

g) the reasons why such criterion was chosen.

Item “g” with wording given by CVM Instruction No. 487, of November 25, 2010.

Information about the Appraiser

X – The appraisal report must present the following information regarding the appraiser:

a) institution responsible for preparing the appraisal report with description of the specialized and properly equipped area, with proof of experience in evaluating open companies, describing the evaluations made in the last 3 (three) years and presenting the credentials that the

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.

qualify for preparing the valuation report, including recent experience in valuing companies in the sector of the company being evaluated; b) a brief description of the internal approval process of the valuation report by the evaluating institution; b) a detailed description of the internal approval process of the valuation report by the evaluating institution;

• Sub-item "b" with wording given by CVM Instruction No. 487, of November 25, 2010.
  c) identification and qualification of the professionals responsible for the valuation report, mainly regarding the credentials and experience that qualify them to prepare the valuation report in question; and d) declaration by the appraiser:

1. regarding the quantity of securities issued by the target company that he himself, his controlling shareholder, and persons linked to them hold, or that are under their discretionary administration. In the case of a swap offer, the declaration must include the same information for the securities that will be offered in exchange;
2. regarding the quantity of securities issued by the target company, and derivatives referenced therein, that he himself, his controlling shareholder, and persons linked to them hold, or that are under their discretionary administration. In the case of a swap offer, the declaration must include the same information for the securities that will be offered in exchange;

• Item 1 with wording given by CVM Instruction No. 487, of November 25, 2010.

2. commercial and credit information of any nature that may impact the valuation report;
3. that he has no conflict of interest that diminishes the independence necessary for the performance of his functions;
4. regarding the cost of the valuation report; and
5. regarding the cost of the valuation report, specifying the fixed component and the contingent or variable component of his remuneration; and

• Item 4 with wording given by CVM Instruction No. 487, of November 25, 2010.

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.
5. of the amounts received from the offeror and the target company, as remuneration for any consulting, valuation, auditing, and similar services, in the 12 (twelve) months prior to the registration request, discriminating, among the amounts received, those related to the preparation of the valuation report.

Valuation
Information about the Target Company
XI – The valuation report shall contain the following information about the company:
a) brief history of the company (identification of the business, main lines of activity, competitive strategy, historical information, and historical performance); b) summary description of the market of operation: market growth in which it operates, market share, main products and clients; c) brief analysis of the sector in which the company operates; d) macroeconomic assumptions used in the preparation of the report; and e) relevant investment projects that have been considered in the valuation, with indication of the values involved and the financial impact.

Value Determined by Different Criteria
XII – The valuation report shall indicate the value of the company according to the following criteria:
a) weighted average quotation price of the target company's shares on the stock exchange or on the organized over-the-counter market, discriminating the prices of shares by type and class:

1. of the 12 (twelve) months immediately preceding the publication until the date of the relevant event; and
2. between the date of publication of the relevant event and the date of the valuation report.
   b) net asset value per share of the target company determined in the last periodic information (annual or quarterly) sent to the CVM; c) economic value of the evaluated company, with indication, including, of the value per share, calculated by, at least, one of the following methodologies:
3. discounted cash flow;

CVM INSTRUCTION No. 361, OF MARCH 5, 2002.
2. market multiples; or
3. multiples of comparable transactions, as deemed more appropriately justified for the case of the company, in order to evaluate it correctly.
d) another valuation criterion chosen by the appraiser generally accepted in the line of activity of the evaluated company, provided for by law or accepted by the CVM, for the definition of fair price or value interval, if applicable, and not covered by the previous sub-items.

XIII – The valuation report shall present:
a) the description of the valuation criteria and comparison elements adopted, accompanied by an analysis of the applicability of each of the criteria referred to in item XII; b) the indication of the date of preparation of the report, on which the determined values will be considered valid, unless indicated otherwise; c) the valuation criterion, among those contained in the report, that is considered by the appraiser as the most adequate in the definition of fair price or value interval, if applicable; and d) in the event that the evaluation is in a range of minimum and maximum values, the justification for such interval, which may not exceed 10%, based on the higher value.

Economic Value by the Discounted Cash Flow Rule XIV – For the calculation of the economic value by the discounted cash flow criterion, the following must be observed:
a) the valuation report shall include the sources, foundations, and justifications of the information and data presented, indication of the equations used for the calculation of the cost of capital, as well as the calculation spreadsheets and projections used in the economic valuation, highlighting the main assumptions used and justification for each of them; b) the assumptions and calculation methodology for fixing the discount rate used shall be explicit, in accordance with the criteria usually adopted in finance theory; c) adjustments made for other assets and liabilities not captured by the operating cash flow shall be considered, including financial debt, contingencies, cash position, non-operating assets and liabilities, among others, whose values shall be justified;

CVM INSTRUCTION No. 361, OF MARCH 5, 2002. d) assumptions for the determination of the residual value, calculated through the Cash Flow Perpetuity method, by multiples, or by another valuation criterion, always considering the duration of the companies, established in their Bylaws, and, in the case of public service concession companies, the period established in the respective concession contract; e) it shall be informed whether the Cash Flow Statement and the discount rates were presented in nominal or real values; and f) the monetary unit of all values entered shall be informed.

Net Asset Value Evaluated at Market Prices
XV – The net asset value evaluated at market prices must be determined taking as a basis the sale or liquidation of assets and liabilities separately under the following conditions:
a) the market value must correspond to the value expressed in cash or equivalent to which the property (or any other asset or liability) could be exchanged between a willing buyer and a willing seller, with reasonable knowledge of both and no compulsion to buy or sell by one or both; and b) the value of the assets must be evaluated with reference to market prices under conditions of orderly liquidation, or of "current cash equivalents", that is, the liquidation value under forced sale conditions, at any cost, must not be considered.

XVI – The report shall discriminate the items of assets and liabilities calculated under negotiation conditions with debtors and creditors and shall contain the justification and calculation memos for each tangible and intangible, monetary and non-monetary item, which may be grouped only under conditions of similarity and relevance of the item.

XVII – The following valuation bases must be observed in the different classes of items:
a) monetary assets, such as cash, cash equivalents, and receivables, evaluated at fair value, that is, the value by which an asset could be negotiated between independent and interested parties, knowledgeable about the subject and willing to negotiate, in a normal transaction, without favoritism and with exemption of other interests. If it is not possible to identify the market, these items may, as a second alternative, be evaluated by the calculation of the present value of receipts that reflects current market assessments regarding the time value of money and specific risks;

CVM INSTRUCTION No. 361, OF MARCH 5, 2002. b) non-monetary assets, such as land, buildings, properties, machinery, installations, as well as intangibles, such as trademarks and patents, by the probable realization value; c) monetary liabilities, such as debts, payables, evaluated at fair value, as defined in letter "a" of this item; and d) contingencies, such as lawsuits against the state on tax issues and other judicial issues, evaluated according to the most likely outcome.

XVIII – The demonstration of net asset value at market prices shall deductively discriminate the assets and liabilities, leaving the Net Asset Value at market prices, which, divided by the number of shares, will indicate the net asset value at market prices per share.

Economic Value by the Multiples Criterion
XIX – For the calculation of the economic value by the Multiples rule, the steps shown below must be followed:
a) indicate the market multiples used, the criteria and sources for comparison, justifying the methodology used and presenting the calculation spreadsheets; b) whenever possible, present similar operations in the market of companies in the same segment (multiples of comparable transactions), citing sources, data, and dates of comparable transactions, as well as the criteria that demonstrate the relevance of the comparison; and c) present the average value and median of the values resulting from the sample used of market multiples and comparable transactions, making the necessary adjustments to calculate them, if applicable.

Glossary
XX – The report shall contain a glossary of technical terms, indicating the meaning of each technical term, acronym, or economic index cited.