CVM Instruction No. 449 of March 15, 2007

CVM INSTRUCTION NO. 449, OF MARCH 15, 2007.

Amends CVM Instruction No. 358, of January 3, 2002.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Collegiate Board, in a meeting held on March 7, 2007, and based on the provisions of arts. 4 and its subsections, 8, subsections I and III, 18, subsection II, item “a”, and 22, § 1, subsections I, V and VI, of Law No. 6.385, of December 7, 1976, and on art. 157 of Law No. 6.404, of December 15, 1976, resolved to issue the following Instruction:

Art. 1. Arts. 11, 12, 13 and 15 of CVM Instruction No. 358, of January 3, 2002, shall enter into force with the following wording:

“Art. 11. Directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions created by statutory provision are obliged to inform the company of the ownership and transactions carried out with securities issued by the company itself, by its holding companies or subsidiaries, in the latter two cases, provided that they are publicly-held companies.

§ 1. The communication referred to in the caput of this article shall cover transactions with derivatives or any other securities referenced in the securities issued by the company or by its holding companies or subsidiaries, in the latter two cases, provided that they are publicly-held companies.

§ 2. The natural persons mentioned in this article shall also indicate the securities that are owned by a spouse from whom they are not judicially separated, a partner, any dependent included in their annual income tax return, and companies directly or indirectly controlled by them.

§ 3. The communication referred to in the caput of this article shall contain, at minimum, the following:
I – name and qualification of the communicator, indicating the registration number in the National Registry of Legal Entities or the National Registry of Individuals; II – quantity, by type and class, in the case of shares, and other characteristics in the case of other securities, in addition to the identification of the issuing company and the balance of the position held before and after the transaction; and III – method of acquisition or alienation, price, and date of the transactions.

§ 4. The persons mentioned in the caput of this article shall carry out the said communication:
I – within a period of 5 (five) days after the completion of each transaction; II – on the first business day after assuming the office; and

CVM INSTRUCTION NO. 449, OF MARCH 15, 2007.
2
III – upon submission of the documentation for the registration of the company as publicly-held.

§ 5. The company shall send the information referred to in the caput of this article to the CVM and, if applicable, to the stock exchanges or over-the-counter organized market entities where the company’s shares are admitted to trading, within a period of 10 (ten) days, after the end of the month in which changes in the positions held are verified, or of the month in which the assumption of office occurs for the persons cited in the caput.

§ 6. The information referred to in the caput shall be delivered individually and consolidated by the body indicated therein, with the consolidated positions being available in the Electronic System for Periodic and Occasional Information - IPE.

§ 7. The Director of Investor Relations is responsible for transmitting to the CVM and, if applicable, to the stock exchanges or over-the-counter organized market entities where the company’s shares are admitted to trading, the information received by the company in accordance with the provisions of this article.” (NR)

“Art. 12. Controlling shareholders, direct or indirect, and shareholders who elect members to 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 type or class of shares representing the capital of a publicly-held company, must send the following information to the company:
......
II – objective of the participation and quantity targeted, containing, if applicable, a declaration by the acquirer that their purchases do not aim to alter the composition of control or the administrative structure of the society;
......
§ 3. The communication referred to in the caput shall be made immediately after the participation referred to therein is reached.

§ 4. The persons mentioned in the caput of this article shall also inform of the alienation or extinction of shares and other securities mentioned in this article, or rights over them, each time the holder’s participation in the type or class of securities in question reaches 5% (five percent) of the total of this type or class and each time such participation decreases by 5% (five percent) of the total of the type or class.

§ 5. In cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the society, as well as in cases where the acquisition generates the obligation to make a public offer, in accordance with CVM Instruction No. 361, of March 5, 2002, the acquirer shall, furthermore, promote the publication by the press, in

CVM INSTRUCTION NO. 449, OF MARCH 15, 2007.
3 accordance with art. 3, of a notice containing the information provided for in items I to V of the caput of this article.

§ 6. The Director of Investor Relations is responsible for transmitting the information, as soon as received by the company, to the CVM and, if applicable, to the stock exchanges or over-the-counter organized market entities where the company’s shares are admitted to trading, as well as for updating form IAN in the corresponding field.” (NR)

“Art. 13......
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§ 4. Trading by the persons mentioned in the caput is also prohibited during the 15 (fifteen) days preceding the disclosure of the company’s quarterly (ITR) and annual (DFP) information, except as provided in § 3 of art. 15.
...... ” (NR)

“Art. 15......
§ 1......
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II – include the prohibition of trading, at minimum, during the 15 (fifteen) days prior to the disclosure of the company’s quarterly (ITR) and annual (DFP) information; and
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§ 3. The acquisition of shares issued by the company during the period referred to in item II of § 1 is permitted for administrators, members of the fiscal council, and any bodies with technical or advisory functions of the company, as well as of its subsidiaries and affiliates, created by statutory provision, carried out in accordance with an investment plan approved by the company, provided that:
I – the company has approved a schedule defining specific dates for the disclosure of forms ITR and DFP; and II – the investment plan establishes:
a) the irrevocable and unalterable commitment of its participants to invest previously established values, on the dates set forth therein; b) the impossibility of joining the plan while pending disclosure of a relevant fact to the market, and during the 15 (fifteen) days preceding the disclosure of forms ITR and DFP;

CVM INSTRUCTION NO. 449, OF MARCH 15, 2007.
4 c) the obligation to extend the purchase commitment, even after the end of the originally planned period of the participant’s binding to the plan, while pending disclosure of a relevant fact to the market, and during the 15 (fifteen) days preceding the disclosure of forms ITR and DFP; and d) obligation for its participants to revert to the company any avoided losses or gains made in transactions with shares issued by the company, resulting from eventual changes in the disclosure dates of forms ITR and DFP, calculated through reasonable criteria defined in the plan itself.” (NR)

Art. 2. Art. 23 of CVM Instruction No. 358, of January 3, 2002, is hereby revoked.

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

Original signed by
MARCELO FERNANDEZ TRINDADE
President