CVM Instruction No. 369 of June 11, 2002

CVM INSTRUCTION NO. 369, OF JUNE 11, 2002.

Gives new wording to Articles 9, 12, and 13 of CVM Instruction No. 358, of January 3, 2002, and extends the deadlines provided for in Articles 24 and 25 of the same Instruction.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on this date, and based on the provisions of Articles 4 and its subsections, 8, subsections I and III, 18, subsection II, letter "a", and 22, § 1, subsections I, V, and VI, of Law No. 6,385, of December 7, 1976, and Articles 116-A and 157 of Law No. 6,404, of December 15, 1976, resolved to issue the following Instruction:

Art. 1 The Articles 9, §3; 12, caput, and 13, §§ 3 and 5 of CVM Instruction No. 358, of January 3, 2002, shall henceforth read as follows:

“Art. 9 ......
......
§3 The primary or secondary public distribution of securities shall only be disclosed, in accordance with the provisions of the caput, when it falls under one of the hypotheses provided for in subsections I to III of Article 2.” (NR)

“Art. 12. Controlling shareholders, direct or indirect, and shareholders who elect members of the Board of Directors or the Fiscal Council, as well as any natural or legal person, or group of persons, acting jointly or representing the same interest, who reach a direct or indirect participation corresponding to 5% (five percent) or more of a specific type or class of shares representing the capital of a publicly held company, must send to the CVM and, if applicable, to the stock exchange and over-the-counter market entity where the securities issued by the company are admitted to trading, as well as disclose, in accordance with Article 3, a declaration containing the following information:
......” (NR)

“Art. 13. ......
......
§3 The prohibition in the caput shall also prevail:

CVM INSTRUCTION NO. 369, OF JUNE 11, 2002.
2
I – if there is the intention to promote a merger, total or partial spin-off, consolidation, transformation, or corporate reorganization; and II – with respect to controlling shareholders, direct or indirect, directors, and members of the Board of Directors, whenever the acquisition or alienation of shares issued by the company by the company itself, its subsidiaries, affiliates, or another society under common control is underway, or if an option or mandate has been granted for the same purpose.
......
§5 The prohibitions provided for in the caput and in §§ 1, 2, and 3, subsection I, shall cease to be in force as soon as the company discloses the relevant fact to the market, unless the trading with the shares could interfere with the conditions of the aforementioned transactions, to the detriment of the company's shareholders or the company itself. ......” (NR)

Art. 2 The deadline referred to in Articles 24 and 25 of CVM Instruction No. 358, of 2002, for the approval of the publicly held company's policy on the disclosure of relevant acts or facts and procedures provided for in Article 16, and for the making of communications provided for in Article 11, both of the same Instruction, is hereby extended to July 31, 2002.

Art. 3 This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President