CVM Instruction No. 384 of March 17, 2003 (Revoked)

CVM INSTRUCTION NO. 384, OF MARCH 17, 2003.

Regulates the activity of market makers for securities on Stock Exchanges or Organized Over-the-Counter Markets and revokes CVM Instruction No. 244/96.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION – CVM, makes public that the Collegiate Body, in a meeting held on this date, in view of the provisions of Art. 8, item I, and Art. 18, item II, letter "a", of Law No. 6,385, of December 7, 1976, HAS DECIDED to issue the following Instruction:

Art. 1 The exercise of the market maker activity is governed by the norms contained in this Instruction.

Art. 2 The market maker activity must be exercised by legal entities, duly registered with the stock exchanges and organized over-the-counter market entities interested in carrying out operations aimed at fostering the liquidity of securities registered for trading.

Art. 3 It is the responsibility of stock exchanges and organized over-the-counter market entities to issue norms and regulations regarding operations aimed at forming the market for securities, as well as regarding the information to be provided by their participants in the exercise of the market maker activity.

§1 The stock exchanges and organized over-the-counter market entities shall submit the norms and regulations referred to in the main text, as well as any subsequent amendments, to prior approval by the CVM, as a condition for their participants to carry out the operations covered by this Instruction.

§2 In the absence of a manifestation by the CVM within 30 (thirty) days, counted from the receipt of the relevant documentation, the norms and regulations referred to in the main text shall be presumed approved.

§3 The period referred to above may be interrupted, only once, if the CVM requests clarifications, documents, and additional information regarding the norms and regulations, with a new period of 30 (thirty) days starting from the fulfillment of the requirements.

Art. 4 The regulation of the market maker activity must provide, at a minimum:

I - definition regarding the exercise of the market maker activity on an exclusive basis by the issuer or on a competitive regime;

II - selection criteria for the exercise of the market maker activity;

III - conduct norms applicable to the market maker, including limits for the mandatory placement of buy or sell offers for securities, as well as criteria for order fulfillment;

IV - rules for accreditation and de-accreditation of market makers, including the obligation to disclose to the market, with a minimum advance notice of 30 (thirty) days, the voluntary de-accreditation by the market maker;

V - rules regarding the disclosure to the market of the securities for which the market makers are accredited;

VI - minimum clauses that must be included in the contract to be entered into between the market maker and the issuing company or controlling shareholder, in the case of Art. 7;

VII - sanctions applicable to the market maker in case of non-compliance with the conduct norms to which it is subject, without prejudice to the penalties applicable by the CVM, in accordance with Art. 11 of Law No. 6,385, of 1976.

Art. 5 The stock exchange and the organized over-the-counter market entity shall supervise the regularity of the market maker's activities.

Art. 6 The market maker may not exercise its activity in a manner that creates, directly or indirectly, artificial conditions of demand, supply, or price for securities, or engage in inequitable practices.

Art. 7 The market maker may exercise its activity autonomously or be hired by the issuer of the securities in which it specializes, by controlling, controlled, or affiliated companies of the issuer, or by any holders of securities who have an interest in forming the market for the papers under their ownership.

Sole Paragraph. The contract referred to in the main text may provide that the market maker receives from the contracting party:

I - remuneration; and/or

II - resources or securities, under any title, with the use of treasury shares being prohibited, including those held by companies affiliated with the issuer or its controlled companies.

Art. 8 Upon the hiring or dismissal of the market maker by the issuer or controlling shareholder, the company must inform the CVM and the stock exchange or organized over-the-counter market entity, as applicable:

I – name and qualification of the market maker;

II – the company's objective in the operation;

III – the duration of the contract;

IV – the quantity of shares in circulation in the market, by type and class, as defined in CVM Instruction No. 10, of February 14, 1980;

V – indication of any agreement or contract between the market maker and the controlling shareholder, when applicable, regulating the exercise of voting rights or the purchase and sale of securities issued by the company.

§1 In the case of hiring by a party other than the issuing company or its controlling shareholder, the hired institution must inform the fact to the stock exchange or organized over-the-counter market entity, as applicable.

§2 The stock exchange or organized over-the-counter market entity shall use its communication means to disseminate to the market all information received in compliance with the provisions of this article.

Art. 9 The market maker may not have access to undisclosed material information, nor to information of the same nature regarding controlling, controlled, and affiliated companies, and is prohibited from acting with securities in which it specializes if it has access to material information before its communication and disclosure to the market.

Art. 10. Non-compliance with the norms contained in Arts. 3, 5, 6, 7, 8, and 9 of this Instruction is considered a serious offense.

Art. 11. This Instruction enters into force within 30 (thirty) days counted from the date of its publication in the Official Gazette of the Union, with CVM Instruction No. 244, of March 1, 1996, being revoked.

Signed original by
LUIZ LEONARDO CANTIDIANO
President