Rule · CVM · 17 Dec 2009
Companies must ensure convocation notices are true, complete, and concise, explicitly listing agenda items without using "general matters." Notices must include the minimum voting capital percentage for multiple voting requests, remote participation rules, and required documents. The investor relations director must provide information via the CVM website by the first notice’s publication date, with specific reports due one month before ordinary meetings. Related party interests, candidate details, and specific transaction disclosures per Annexes 9-1-II, 13, 14-21, and 20-A to 20-C are mandatory. Remote voting ballots must be available one month prior.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br
FULL TEXT OF CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 WITH THE AMENDMENTS INTRODUCED BY CVM INSTRUCTIONS NO. 552/14, 561/15, 565/15, 567/15, 594/17, 609/19, 614/19, 620/20, 622/20, 623/20 AND BY CVM RESOLUTION NO. 5/20.
Provides for information and public requests for proxy to exercise the right to vote in shareholders' meetings.
Provides for information, public requests for proxy, participation and remote voting in shareholders' meetings.
THE PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the collegiate body, in a meeting held on December 8, 2009, based on the provisions of arts. 8, I and III, and 22, §1, I, of Law No. 6.385, of December 7, 1976, and art. 126, § 2, of Law No. 6.404, of December 15, 1976, approved the following Instruction:
CHAPTER I - PRELIMINARY PROVISIONS
Art. 1 This Instruction regulates the following matters related to general and special shareholders' meetings of open companies:
I – information that must accompany the convocation notices; II – information and documents regarding the matters to be deliberated; and III – public requests for proxy to exercise the right to vote. II – information and documents regarding the matters to be deliberated; III – participation and remote voting; and
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 2
Sole paragraph. This Instruction applies exclusively to open companies that have shares admitted to trading on regulated markets.
Sole paragraph. This Instruction applies exclusively to open companies registered in Category A and authorized by a market administrator entity to trade shares on a stock exchange.
Art. 2 The information and documents provided to shareholders in accordance with this Instruction:
I – must be true, complete and consistent;
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 3
II – must be drafted in clear, objective and concise language; and III – must not induce the shareholder to error.
CHAPTER II - CONVOCATION NOTICES
Art. 3 The convocation notice must explicitly list, in the order of the day, all matters to be deliberated in the meeting.
Sole paragraph. The use of the heading "general matters" for matters requiring deliberation in the meeting is prohibited.
Art. 4 The minimum percentage of participation in voting capital necessary to request the adoption of multiple voting must be included, obligatorily, in the convocation notice of meetings intended for the election of members of the board of directors. Art. 4 The convocation notice of meetings must include, obligatorily:
I – in meetings intended for the election of members of the board of directors, the minimum percentage of participation in voting capital necessary to request the adoption of multiple voting; II – if, for reasons of force majeure, the meeting is not held in the building where the company has its headquarters, the location where the meeting will be held, which must be in the same Municipality as the headquarters, except for the case provided for in § 4; II – if, for reasons of force majeure, the meeting is not held in the building where the company has its headquarters, the location where the meeting will be held, which must be in the same Municipality as the headquarters;
Art. 5 The convocation notice must list the documents required for shareholders to be admitted to the meeting.
§ 1 The company may request the prior deposit of the documents mentioned in the convocation notice, if the bylaws so require.
§ 1 The company may request the prior deposit of the documents mentioned in the convocation notice.
CHAPTER III - INFORMATION AND DOCUMENTS
Art. 6 The company must make available to shareholders, by means of an electronic system on the CVM's website on the world wide web:
I – the information and documents provided for in the other articles of this Chapter III; and I – the information and documents provided for in the other articles of this Chapter III and in Chapter III-A; and
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 6
Art. 7 The investor relations director is responsible for providing the information and documents required of the company in this Chapter III and for compliance, by the company, with the provisions of art. 2 of this Instruction. Art. 7 The investor relations director is responsible for providing the information and documents required of the company in Chapter III and in Chapter III-A, as well as for compliance, by the company, with the provisions of art. 2 of this Instruction.
Art. 8 Whenever a related party, as defined by the accounting rules dealing with this subject, has a special interest in the approval of a matter submitted to the meeting, the company must provide shareholders with, at minimum, the following documents and information:
I – name and qualification of the interested related party;
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 7
II – nature of the relationship of the interested related party with the company; III – quantity of shares and other securities issued by the company that are owned by the interested related party, directly or indirectly; IV – any existing balances, payable and receivable, between the parties involved; V – detailed description of the nature and extent of the interest in question; VI – recommendation of the administration regarding the proposal, highlighting the advantages and disadvantages of the operation for the company; and VII – if the matter submitted to the approval of the meeting is a contract subject to the rules of art. 245 of Law No. 6.404, of 1976:
a) detailed demonstration, prepared by the administrators, that the contract observes commutative conditions, or provides for adequate compensatory payment; and b) analysis of the terms and conditions of the contract in light of the terms and conditions that prevail in the market.
Art. 9 The company must provide, up to 1 (one) month before the date scheduled for the holding of the ordinary general meeting, the following documents and information:
I – administration's report on social business and main administrative facts of the closed fiscal year; II – copy of the financial statements; III – administrators' comment on the company's financial situation, in accordance with item 10 of the reference form; IV – independent auditors' opinion; and IV – independent auditors' opinion;
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 8
V – fiscal council's opinion, including dissenting votes, if any; and
Art. 10 Whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at minimum, the information indicated in items 12.6 to 12.10 of the reference form, regarding the candidates indicated or supported by the administration or by controlling shareholders. Art. 10. Whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide, at minimum, the information indicated in items 12.5 to 12.10 of the reference form, regarding the candidates indicated or supported by the administration or by controlling shareholders.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 9
I – at minimum, the information indicated in items 12.5 to 12.10 of the reference form, regarding the candidates indicated or supported by the administration or by controlling shareholders; and II – the remote voting ballot, in the cases referred to in art. 21-A.
Art. 11. Whenever the general meeting is convened to amend the bylaws, the company must provide, at minimum, the following documents and information:
I – copy of the social bylaws containing, in highlight, the proposed amendments; and II – report detailing the origin and justification of the proposed amendments and analyzing their legal and economic effects.
Art. 12. Whenever the shareholders' general meeting is convened to fix the remuneration of administrators, the company must provide, at minimum, the following documents and information:
I – the proposal for the remuneration of administrators; and II – the information indicated in item 13 of the reference form.
Art. 13. Whenever the shareholders' general meeting is convened to approve a share-based remuneration plan, the company must provide, at minimum, the information indicated in Annex 13 to this Instruction.
Art. 14. Whenever the shareholders' general meeting is convened to deliberate on capital increase, the company must provide investors with, at minimum, the information indicated in Annex 14 to this Instruction.
Art. 15. Whenever the shareholders' general meeting is convened to deliberate on the issuance of debentures or subscription bonuses, the company must provide, at minimum, the information indicated in Annex 15 to this Instruction.
Art. 16. Whenever the shareholders' general meeting is convened to deliberate on capital reduction, the company must provide, at minimum, the information indicated in Annex 16 to this Instruction.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM Sete de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 10
Art. 17. Whenever a shareholders' meeting, general or special, is convened to deliberate on the creation of preferred shares or alteration in the preferences, advantages or conditions of redemption or amortization of preferred shares, the company must provide, at minimum, the information indicated in Annex 17 to this Instruction.
Art. 18. Whenever the shareholders' general meeting is convened to deliberate on the reduction of mandatory dividends, the company must provide, at minimum, the following documents and information:
I – detailed description of the reasons for the reduction of mandatory dividends; and II – comparative table indicating the following values per share of each species and class:
a) mandatory dividend and total dividend approved, including interest on equity, in the 3 (three) last fiscal years; and b) mandatory dividend, including interest on equity, that would have been approved in the 3 (three) last fiscal years if the new wording of the social bylaws were in force.
Art. 19. Whenever the general meeting is convened to deliberate on the acquisition of control of another company, the company must provide, at minimum, the information indicated in Annex 19 to this Instruction.
Art. 20. Whenever the matter deliberated in the general meeting gives rise to the right of withdrawal, the company must provide, at minimum, the information indicated in Annex 20 to this Instruction.
Art. 20-A. Whenever the general meeting is convened to deliberate on merger, spin-off, incorporation and share incorporation involving at least one issuer of securities registered in Category A, the company must provide, at minimum, the information indicated in Annex 20-A. Sole paragraph. Capital increase or reduction operations resulting from the merger, spin-off, incorporation or share incorporation referred to in the main text are not subject to the obligations provided for in arts. 14 and 16 of this Instruction.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 11 Art. 20-B. Whenever the general assembly is convened to deliberate on the negotiation, by the company, of its own shares or the execution of operations with derivative instruments referenced in such shares, the company must provide, at a minimum, the information indicated in Annex 20-B to this Instruction.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 12 b) of the board of directors, when the election is necessary due to vacancy of the majority of the council's positions, vacancy in a council that was elected by multiple voting, or to fill vacancies dedicated to separate election as provided in arts. 141, § 4°, and 239 of Law No. 6.404, of 1976. II – whenever the general assembly is convened to deliberate on the election of members:
a) of the fiscal council; or b) of the board of directors, when the election is necessary due to vacancy of the majority of the council's positions, vacancy in a council that was elected by multiple voting, or to fill vacancies dedicated to separate election as provided in arts. 141, § 4°, and 239 of Law No. 6.404, of 1976; and
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 13 § 4° In the case of Item I of § 3°, unless the shareholder sends a new voting instruction, the votes already granted by them to candidates included in the previously disclosed ballot must be considered valid.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 14 II – by transmission of instructions for filling out to service providers qualified to provide services for collecting and transmitting instructions for filling out the remote voting ballot, namely:
a) the custodian of the shareholder, if the shares are deposited in a central depository; or b) the financial institution contracted by the company to provide securities registration services, in accordance with arts. 27 and 34, § 2°, of Law No. 6.404, of 1976, and specific regulation on the subject, if the shares are not deposited in a central depository. § 1° Only custodians and registrars that are participants of a central depository may provide services for collecting and transmitting instructions for filling out the remote voting ballot. § 2° If operationally possible, companies and service providers may grant shareholders a more favorable deadline than that established in the caput for receiving the filling instructions or remote voting ballot, provided that:
I – they disclose the deadline for receiving the filling instructions or remote voting ballot:
a) on their websites, in the case of service providers; and b) in item 4 of the remote voting ballot, in the case of companies; and II – they do so indiscriminately for all shareholders. § 3° The central depository may define rules and operational procedures for organizing and functioning activities related to the collection and transmission of instructions for filling out the remote voting ballot in accordance with specific regulation on the subject. § 4° The provision of the service for collecting and transmitting instructions for filling out the remote voting ballot is mandatory for registrars and central depositories and optional for custodians. § 5° Open companies that do not hire a financial institution to provide securities registration services must comply with the obligations attributed to registrars by this Chapter.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 15 Art. 21-C. Without prejudice to the provisions of art. 21-B, the company may make an electronic system available to shareholders for:
I – sending the remote voting ballot; or
II – remote participation during the assembly.
§1° The electronic system referred to in the caput must ensure, at a minimum:
I – the recording of shareholder presence; and II – the recording of respective votes.
§ 1° The company must make efforts to ensure that the electronic system referred to in the caput ensures the recording of shareholder presence and respective votes, as well as, in the case of remote participation, at a minimum:
I – the possibility of expression and simultaneous access to documents presented during the assembly that were not previously made available; II – the complete recording of the assembly; and III – the possibility of communication between shareholders.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 17 Art. 21-D. The company may hire third parties to administer, on its behalf, the receipt, processing, and availability of means for exercising remote voting, but remains responsible for compliance with the provisions of this Instruction. Art. 21-E. The company, the registrar, and the custodian are obliged to maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by CVM, in case of administrative process, the filling instructions or remote voting ballots received in accordance with this Section. Sole paragraph. The company is obliged to maintain, in addition to the information contained in the caput and for the same period expressed therein, the recording referred to in art. 21-C, § 1°, II.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 18 § 3° The company must make the remote voting ballot available to shareholders in a version capable of being printed and filled out manually, through an electronic system on the CVM website and also on its own website. § 4° The information and documents provided in arts. 8° to 21 of this Instruction must be made available on the same date as the disclosure of the remote voting ballot. Art. 21-G. The description of the matters to be deliberated in the assembly in the remote voting ballot:
I – must be drafted in clear, objective language that does not mislead the shareholder; II – must contain, at most, 2,100 (two thousand one hundred) characters, including spaces, per matter to be deliberated; III – must be formulated as a proposal and indicate its author, so that the shareholder only needs to approve, reject, or abstain; IV – may contain links to websites where the proposals are described in more detail or that contain the documents provided in arts. 8° to 21 of this Instruction, complementary information, and translations into other languages. § 1° The company's administration may remove from the agenda matters that have been proposed by the company or the controlling shareholder at any time, even after the disclosure of the remote voting ballot, provided that they communicate the removal to the market, justifying the reasons that led to such a measure. § 2° Votes already granted to a removed deliberation proposal will be disregarded.
Section III – Election of Members of the Board of Directors and Members of the Fiscal Council
Art. 21-H. The remote voting ballot dealing with the election of a member of the board of directors must give the shareholder the option to indicate whether they wish to participate in the general election or the separate election as provided in arts. 141, § 4°, and 239 of Law No. 6.404, of 1976.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 19 Art. 21-I. When it concerns the general election of members of the board of directors, the remote voting ballot must:
I – be formulated according to Item III of art. 21-G, if there is only one ticket; II – give the shareholder the option to vote for one of the tickets, if there is a dispute between several tickets; III – give the shareholder the possibility to vote for as many candidates as there are vacancies to be filled, if there is a dispute among several candidates; IV – give the shareholder the option to request the adoption of the multiple voting process for the election of the board of directors, in accordance with art. 141 of Law No. 6.404, of 1976; and V – give the shareholder the possibility to indicate what percentage of votes will be allocated to each of the candidates, if multiple voting has already been requested. Sole paragraph. The remote voting ballot must give the shareholder the possibility to allocate their votes, expressing them in percentage form, among the candidates chosen in accordance with Items I to III, if multiple voting is requested after the date of availability of the remote voting ballot. Art. 21-J. The remote voting ballot must give the shareholder the option, if it is verified that neither holders of shares with voting rights nor holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum required in Items I and II of § 4° of art. 141 of Law No. 6.404, of 1976, to aggregate their votes to those of other share classes, attributing all votes cast by such shareholders to the candidate who individually obtained the highest number of votes among those who disputed, in the remote voting ballot, the vacancies in the separate elections. Art. 21-K. The remote voting ballot dealing with the election of a member of the fiscal council must:
I – be formulated according to Item III of art. 21-G, if there is only one ticket; II – give the shareholder the option to vote for one of the tickets, if there is a dispute between several tickets; III – give the shareholder the possibility to vote for as many candidates as there are vacancies to be filled, if there is a dispute among several candidates;
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 20 IV – give the shareholder the option to indicate whether they wish to participate in the general election or the separate election as provided in arts. 161, § 4°, and 240 of Law No. 6.404, of 1976. Sole paragraph. Even if it does not deal with the election of a member of the fiscal council, the remote voting ballot must give the shareholder the option to request the installation of the fiscal council, in accordance with art. 161 of Law No. 6.404, of 1976, when the company does not have a permanently operating fiscal council.
Section IV – Request for Inclusion of Proposals in the Remote Voting Ballot
Art. 21-L. Shareholders of the company may include:
I – candidates for the board of directors and the fiscal council of the company in the remote voting ballot, observing the percentages of a specific type of shares provided in Annex 21-L-I; and II – deliberation proposals in the remote voting ballot made available at the time of the ordinary general assembly, observing the percentages of social capital provided in Annex 21-L-II. § 1° The inclusion request referred to in the caput must be received by the investor relations director, in writing and according to instructions contained in item 12.2 of the reference form, during the period between:
I – the first business day of the social year in which the general assembly will be held and up to 45 (forty-five) days before the date of its holding, in the case of an ordinary general assembly; or II – the first business day after the occurrence of an event justifying the convening of a general assembly for the election of members of the board of directors and the fiscal council and up to 35 (thirty-five) days before the date of holding of the assembly, in the case of an extraordinary general assembly convened for this purpose. § 1° The inclusion request referred to in the caput must be received by the investor relations director, in writing and according to instructions contained in item 12.2 of the reference form:
I – in the case of Item I of the caput, during the period between:
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 21
a) the first business day of the fiscal year in which the general meeting will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general meeting; or b) the first business day after the occurrence of an event that justifies the convening of a general meeting for the election of members of the board of directors and the fiscal council and up to 25 (twenty-five) days before the date of the holding of the meeting, in the case of an extraordinary general meeting convened for this purpose; and II – in the event of item II of the caput, in the period between the first business day of the fiscal year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding.
Art. 21-M. The request for inclusion referred to in art. 21-L must:
I – comply with the provisions of art. 21-G; and II – be accompanied by:
a) the information and documents provided for in arts. 8° to 21 of this Instruction, depending on the matter;
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 22
b) the indication of the vacancies for which the proposed candidates will compete; c) documents that prove the quality of shareholder and the shareholding participation referred to in art. 21-L, observing the provisions of §§ 2º and 3º of art. 30, insofar as applicable; and d) the information contained in Annex 21-M-II-d, in case of inclusion of a proposal.
Sole paragraph. The proposal referred to in art. 21-L may have as its object matters within the competence of ordinary or extraordinary general meetings.
Art. 21-N. Within 3 (three) business days of receiving the request for inclusion referred to in art. 21-L, the company must inform its applicants that:
I – the inclusion complies with the provisions of this article and the proposal or candidates will be included in the remote voting ballot to be published by the company; or II – the complete list of reasons why such request does not comply with the provisions of this section, indicating the documents or changes necessary for its rectification.
Sole paragraph. The applicants for the proposal may rectify it, observing the deadline provided for in § 1° of art. 21-L.
Art. 21-O. The request for inclusion referred to in this Section may be revoked at any time until the date of holding of the general meeting, by written communication from the respective proposers, addressed to the company's investor relations director, in which case the votes already conferred upon it will be disregarded.
Sole paragraph. The company must immediately communicate to the market the revocation of the request for inclusion referred to in the caput, if the remote voting ballot has already been made available.
Art. 21-P. The company wishing to make a public proxy solicitation must publish, together with the communication referred to in art. 27, all valid requests for inclusion of proposals and candidates received up to that point.
Section V – Remote Voting Exercised by Service Providers
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 23
Art. 21-Q. Custodians and transfer agents may:
I – receive instructions for filling out the remote voting ballot by any means they use to communicate with shareholders; and II – refuse to accept voting instructions from shareholders with outdated registration.
§ 1º Custodians and transfer agents are responsible for verifying that the voting instruction was given by the shareholder.
§ 2º In the verification referred to in § 1º, custodians and transfer agents must not take into account any eligibility requirements of the shareholder to exercise the right to vote, a function that belongs to the board of the respective general meeting.
§ 3º Custodians and transfer agents must adopt rules and procedures to communicate to the shareholder:
I – the receipt of the instructions for filling out the remote voting ballot, as well as the fact that the information received is sufficient for such instructions to be passed on by the service provider to the company; or II – the need to rectify or resend the instructions, describing the procedures and deadlines necessary to regularize the remote vote so that the service provider can transmit the voting instruction.
Art. 21-R. Up to 6 (six) days before the date of holding of the meeting, the custodian must send to the central depository where the shares are deposited for trading a voting map indicating the voting instructions of the shareholders, identified by means of their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ.
Art. 21-S. The central depository where the shares are deposited must:
I – compile the voting instructions it received from the custodians, making the necessary reconciliations and rejecting conflicting voting instructions; and
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 24
II – up to 5 (five) days before the date of holding of the meeting, send:
a) to the transfer agent the analytical map of the compiled voting instructions, identified by means of the shareholder's registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, together with the shareholding position statement; and b) to the custodian the list of rejected voting instructions, identified by means of the shareholder's registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ.
§ 1° Conflicting voting instructions are considered to be those sent by the same shareholder, identified by means of their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, which with respect to the same deliberation have voted in different directions in voting ballots delivered through different service providers.
§ 2° Instructions received from a depositary institution issuing Depositary Receipts abroad are not considered conflicting, even if in different directions, with respect to the shares that underlie the Depositary Receipts.
§ 3° The custodian must inform the shareholder of the rejection of their vote by the central depository as soon as it receives the information provided for in the caput, item II, letter “b”.
Art. 21-T. The transfer agent must:
I – compile the voting instructions it received from the shareholders with those coming from the central depository, making the necessary reconciliations and rejecting conflicting voting instructions, in accordance with §§ 1° and 2° of art. 21-S; and II – up to 48 hours before the date of holding of the meeting, send to the company:
a) the analytical map of the shareholders' voting instructions, identified by means of their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, together with the shareholding position statement; and
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 25
b) the synthetic map of the shareholders' voting instructions, identifying how many approvals, rejections or abstentions each deliberated matter received and how many votes each candidate or slate received. III – up to 48 hours before the general meeting, inform the shareholder whose shares are not deposited with the central depository of the rejection of their voting instruction due to the reconciliations provided for in item I.
§ 1° The analytical map of shareholders' voting instructions and the shareholding position statement referred to in item II must indicate the shareholding position of each shareholder with respect to, at most, 5 (five) days before the date of holding of the meeting.
§ 2° The company must publish, through an electronic system on the CVM's website and on the company's own website on the worldwide web, the synthetic voting map referred to in item II as soon as it receives it.
Section VI – Remote Voting Exercised Directly
Art. 21-U. When the shareholder chooses to send the remote voting ballot directly to the company, the company, within 3 (three) days of receiving said document, must communicate to the shareholder:
I – the receipt of the remote voting ballot, as well as that the ballot and any accompanying documents are sufficient for the shareholder's vote to be considered valid; or II – the need to rectify or resend the remote voting ballot or the documents accompanying it, describing the procedures and deadlines necessary to regularize the remote vote.
Sole paragraph. The shareholder may rectify or resend the remote voting ballot or the documents accompanying it, observing the deadline provided for in art. 21-B.
Section VII – Counting of Votes at the General Meeting
Art. 21-V. A shareholder is considered present at a general meeting, for all purposes of Law No. 6.404, of 1976:
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 26
I – who attends it physically or is represented in it; II – whose remote voting ballot has been considered valid by the company; or III – who has registered their presence in the electronic participation system made available by the company in accordance with art. 21-C, § 2°, item II.
Sole paragraph. The shareholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the general meeting.
§ 1º The shareholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the general meeting.
§ 2º The registration in the minutes of the shareholders referred to in items II and III may be carried out by the president of the board and the secretary, whose signatures may be made by means of digital certification or recognized by another means that guarantees their authorship and integrity in a format compatible with that adopted by the company for the holding of the meeting.
Art. 21-W. The company must count votes:
I – according to the analytical map of shareholders' voting instructions provided by the transfer agent; II – according to the analytical voting map prepared by it based on the remote voting ballots it receives directly from shareholders; and III – according to the voting manifestations presented by shareholders present at the meeting.
§ 1° The voting instruction originating from a specific registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholding positions provided by the transfer agent.
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 27
§ 2° In case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the voting map coming from the transfer agent for the same registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the voting instruction coming from the transfer agent must prevail.
§ 3° On the eve of the date of holding of the general meeting, the company must publish, through an electronic system on the CVM's website and on the company's own website on the worldwide web, a synthetic voting map consolidating the votes cast remotely, as indicated in the maps of items I and II of the caput, according to the shareholding positions provided by the transfer agent.
§ 4° The president of the board, at the beginning of the general meeting, must read the consolidated voting map referred to in § 3° and make it available for consultation by shareholders present at the meeting.
§ 5° The board of the general meeting must disregard the remote voting instruction of:
I – shareholders or representatives of shareholders who, attending the general meeting physically, request to exercise the vote in person; II – shareholders who have opted to vote by means of an electronic system in the form of art. 21-C, § 2°, item II; and III – shareholders who are not eligible to vote at the meeting or in the respective deliberation.
§ 6° On the date of holding of the general meeting, the company must publish, through an electronic system on the CVM's website and on the company's own website on the worldwide web, the final synthetic voting map, consolidating the votes cast remotely and the votes cast in person, as computed at the meeting.
§ 6º The company must publish, through an electronic system on the CVM's website and on the company's own website on the worldwide web:
I – final synthetic voting map, on the date of holding of the meeting, consolidating the votes cast remotely and the votes cast in person, as computed at the meeting, identifying how many approvals, rejections or abstentions each matter received and how many votes each candidate or slate received; and
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 28
II – final detailed voting map, within 7 (seven) business days after the date of holding of the meeting, consolidating the votes cast remotely and the votes cast in person, as computed at the meeting, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them with respect to each matter, and the information on the shareholding position.
§ 7º The company that publishes the final detailed voting map on the same day of the holding of the meeting is exempt from delivering the final synthetic voting map.
Art. 21-X. Without prejudice to the provisions of art. 132 of Law No. 6.404, of 1976, if the date of holding of an already convened meeting is justifiably postponed by the company:
I – the voting instructions received through the respective remote voting ballot must be considered normally, provided that such postponement does not exceed 30 (thirty) days from the date on which the meeting would originally have been held and the content of the remote voting ballot has not been altered; or II – the company must restart the process of delivering the remote voting ballot and collecting voting instructions, if such postponement exceeds 30 (thirty) days from the date on which the meeting would originally have been held or if the content of the remote voting ballot has been altered.
Sole paragraph. The provisions of items I and II also apply in the case of a second call for a meeting.
CHAPTER IV – PUBLIC PROXY SOLICITATIONS
Art. 22. For the purposes of this Instruction, public proxy solicitations are considered:
COMMISSION FOR SECURITIES AND EXCHANGE (CVM)
7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 29
I – solicitations that employ public means of communication, such as television, radio, magazines, newspapers and websites; II – solicitations directed to more than 5 (five) shareholders, when promoted, directly or indirectly, by the management or by a controlling shareholder; and III – solicitations directed to more than 10 (ten) shareholders, when promoted by any other person.
Sole paragraph. Investment funds whose decisions on the exercise of the right to vote at meetings are made discretely by the same manager will be considered as a single shareholder for the purposes of items II and III of this article.
Art. 23. Public solicitations must be accompanied by the draft proxy and the information indicated in Annex 23 to this Instruction.
§ 1º Public proxy solicitations must also be accompanied by:
I – the information and documents provided for in arts. 8º to 21 of this Instruction, relating to the matter for which the proxy is requested; and II – any other relevant information and documents for the exercise of the right to vote by the shareholder.
§ 2º Public proxy solicitations may refer to a website on which all the information required by this article is available.
Art. 24. Proxies subject to public solicitation must:
I – indicate a proxy to vote in favor, a proxy to abstain and another proxy to vote against each of the proposals subject to the solicitation; II – expressly indicate how the proxy must vote with respect to each of the proposals or, if applicable, if they should abstain with respect to such proposals; III – be restricted to a single meeting.
Art. 25. Public proxy solicitations must be directed to all shareholders with the right
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 30 of vote at the meeting. Sole paragraph. The obligation provided for in the caput shall be considered met:
I – if the requester sends the request by mail to all shareholders with voting rights whose addresses are listed with the company; II – if the company provides all shareholders with voting rights the possibility of granting the power of attorney subject to the request through an electronic system on the worldwide computer network; or III – in the case of a request promoted by a shareholder who is not a controlling shareholder nor an administrator, if the request is made through publication in newspapers of large circulation habitually used by the company. Art. 26. A copy of all material used in public proxy requests must be made available to shareholders, through an electronic system on the CVM page on the worldwide computer network, on the date of commencement of the request. § 1º To ensure compliance with the obligation provided for in the caput, public proxy requests must be forwarded to the investor relations director on the business day preceding the date of commencement of the request. § 2º The investor relations director is not responsible for the information contained in proxy requests that are not carried out by the administration. Art. 27. The company's administration must communicate to the market its intention to carry out a public proxy request with at least 10 (ten) business days' notice, indicating the matters for which proxies will be requested. Sole paragraph. The communication provided for in the caput must be made through an electronic system on the CVM page on the worldwide computer network. Art. 28. The proxies subject to a public request promoted by the administration regarding the election of administrators and members of the fiscal council must allow the shareholder to vote both on the candidates indicated by the administration, as well as on candidates indicated by shareholders representing, at least, 0.5% (zero point five percent) of the social capital. § 1º Shareholders who wish to include candidates in the proxies requested by the administration
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 31 must send a written request to the company within 5 (five) business days counted from the realization of the communication provided for in art. 27. § 2º The shareholder's request must include the information required in items 2, 3 and 4 of Annex 23 of this Instruction and in items 12.6 to 12.10 of the reference form. § 2º The shareholder's request must include the information required in items 2, 3 and 4 of Annex 23 of this Instruction and in items 12.5 to 12.10 of the reference form.
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 32 III – declaration by the shareholder that they intend to use the list for the purposes of art. 126, § 1º, of Law No. 6.404, of 1976. § 3º It is prohibited for the company:
I – to require any other justifications for the request; II – to charge for the provision of the shareholder list; III – to condition the approval of the request to the fulfillment of any formalities or to the presentation of any documents not provided for in § 2º. § 4º The address list must list all shareholders in descending order, according to their respective number of shares; it is unnecessary to identify the shareholding participation of each one. Art. 31. The company that accepts electronic proxies through a system on the worldwide computer network must allow shareholders holding 0.5% (zero point five percent) or more of the social capital to include proxy requests in the system. § 1º The obligation provided for in the caput must be met by the company within 2 (two) business days counted from the date of receipt of the public proxy request formulated by the shareholders. § 2º The company's electronic proxy system must give equal prominence to proxy requests promoted by the administration, by the controlling shareholder and by non-controlling shareholders. § 3° The company that contracts with third parties the use of the system referred to in the caput remains responsible for ensuring compliance with the provisions of this Chapter IV.
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 33 publishes its financial statements; and II – expenses with printing and sending of proxy requests to the company's shareholders. § 2º The reimbursement provided for in the caput will be integral if:
I – the proposal supported by the shareholder is approved; or II – at least one of the candidates supported by the shareholder is elected. § 3º If none of the hypotheses provided for in the previous paragraph occurs, the reimbursement will be of, at least, 50% (fifty percent) of the expenses incurred, and the company may establish a higher percentage. § 4º The reimbursement must be made within 10 (ten) business days counted from the receipt of request formulated to the company. § 5º The request referred to in § 4º must be accompanied by documents proving the expenses incurred.
CHAPTER V – GENERAL PROVISIONS
Art. 33. The CVM may, at any time:
I – ask for clarifications on information or documents provided in accordance with this Instruction; II – request the sending of additional information and documents beyond those required by this Instruction; III – request corrections in the information provided in accordance with this Instruction; and IV – determine the interruption of public proxy requests that violate this Instruction. Art. 34. Constitutes a serious offense, for the purposes of Law 6.385, of December 7, 1976:
I – the violation of the obligations provided for in art. 2º and in arts. 8º to 21 and 26 to 32 of this Instruction; and
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 34 I – the violation of the obligations provided for in art. 2º and in arts. 8º to 21, 21-A to 21-C, 21-E to 21-L, 21-N to 21-X, and 26 to 32 of this Instruction; and
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 35
ANNEX 9-1-II
ALLOCATION OF NET PROFIT
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 36
8. If there is allocation of profits to legal reserve
a. Identify the amount allocated to the legal reserve b. Detail the method of calculation of the legal reserve
9. If the company holds preferred shares with the right to fixed or minimum dividends
a. Describe the method of calculation of fixed or minimum dividends b. Report if the profit of the exercise is sufficient for the full payment of fixed or minimum dividends
c. Identify if any unpaid portion is cumulative
d. Identify the global value of fixed or minimum dividends to be paid to each class of preferred shares e. Identify the fixed or minimum dividends to be paid per preferred share of each class
10. Regarding the mandatory dividend
a. Describe the calculation method provided for in the bylaws b. Report if it is being paid in full
c. Report the amount eventually retained
11. If there is retention of the mandatory dividend due to the company's financial situation
a. Report the amount of the retention b. Describe, in detail, the company's financial situation, addressing, inclusive, aspects related to liquidity analysis, working capital and positive cash flows
c. Justify the retention of dividends
12. If there is allocation of result to contingency reserves
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 37 a. Identify the amount allocated to the reserve b. Identify the loss considered probable and its cause
c. Explain why the loss was considered probable
d. Justify the constitution of the reserve
13. If there is allocation of result to reserve for unrealized profits
a. Report the amount allocated to the reserve for unrealized profits b. Report the nature of the unrealized profits that gave rise to the reserve
14. If there is allocation of result to statutory reserves
a. Describe the statutory clauses that establish the reserve b. Identify the amount allocated to the reserve
c. Describe how the amount was calculated
15. If there is retention of profits provided for in the capital budget
a. Identify the amount of the retention b. Provide a copy of the capital budget
16. If there is allocation of result to the tax incentives reserve
a. Report the amount allocated to the reserve b. Explain the nature of the allocation
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 38
ANNEX 13
STOCK-BASED COMPENSATION PLAN
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 39
ANNEX 14
CAPITAL INCREASE
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 40 h. Provide the administrators' opinion on the effects of the capital increase, especially with regard to the dilution caused by the increase
i. Report the criterion for calculating the issue price and justify, in detail, the
economic aspects that determined its choice j. If the issue price has been fixed with a premium or discount relative to the market value, identify the reason for the premium or discount and explain how it was determined k. Provide a copy of all reports and studies that supported the fixing of the issue price
l. Report the quotation of each of the species and classes of shares of the company in the
markets in which they are traded, identifying:
i. Minimum, average and maximum quotation of each year, in the last 3 (three) years
ii. Minimum, average and maximum quotation of each quarter, in the last 2 (two) years
iii. Minimum, average and maximum quotation of each month, in the last 6 (six) months
iv. Average quotation in the last 90 days
m. Report the issue prices of shares in capital increases carried out in the last 3 (three) years n. Present the potential dilution percentage resulting from the issuance o. Report the terms, conditions and method of subscription and payment of the issued shares p. Report if shareholders will have preemptive rights to subscribe to the new shares issued and detail the terms and conditions to which this right is subject q. Report the administration's proposal for the treatment of any surpluses r. Describe in detail the procedures that will be adopted, if there is provision for partial homologation of the capital increase s. If the issue price of the shares is, totally or partially, realized in goods
SECURITIES AND COMMODITIES COMMISSION
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 41
i. Present a complete description of the goods
ii. Clarify what is the relationship between the goods incorporated into the company's assets
and its corporate object
iii. Provide a copy of the appraisal report of the goods, if available
6. In case of capital increase through capitalization of profits or reserves
a. Report if it will imply alteration of the nominal value of the shares, if existing, or distribution of new shares among shareholders b. Report if the capitalization of profits or reserves will be carried out with or without modification of the number of shares, in companies with shares without nominal value
c. In case of distribution of new shares
i. Report the number of shares issued of each species and class
ii. Report the percentage that shareholders will receive in shares
iii. Describe the rights, advantages and restrictions attributed to the shares to be issued
iv. Report the acquisition cost, in reais per share, to be attributed so that the
shareholders can comply with art. 10 of Law 9.249, of December 26, 1995
v. Report the treatment of fractions, if applicable
d. Report the term provided for in § 3º of art. 169 of Law 6.404, of 1976 e. Report and provide the information and documents provided for in item 5 above, when applicable
7. In case of capital increase by conversion of debentures into shares or by exercise of subscription bonuses
7. In case of capital increase by conversion of debentures or other debt instruments into shares
or by exercise of subscription bonuses
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 42
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 43
ANNEX 15
ISSUANCE OF DEBENTURES OR SUBSCRIPTION BONUSES
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 44 fixation of the conversion ratio
iii. Provide the administrators' opinion on the effects of the capital increase,
especially with regard to the dilution caused by the increase
iv. Provide a copy of all reports and studies that supported the fixation of the conversion
ratio
v. Inform the terms and conditions to which the conversion is subject
vi. Describe the rights, advantages and restrictions of the shares resulting from the conversion
vii. Inform whether shareholders will have preemptive rights to subscribe to the
debentures, detailing the terms and conditions to which this right is subject
viii. Present the percentage of potential dilution resulting from the issuance
2. In case of issuance of subscription bonuses
a. Inform the number of bonuses to be issued b. Explain, in detail, the reasons for the issuance and its consequences
c. Inform the issue price and the exercise price of the bonuses
d. Inform the criterion used to determine the issue price and the exercise price, justifying, in detail, the economic aspects that determined the choice e. Provide the administrators' opinion on the effects of the capital increase, especially with regard to the dilution caused by the increase f. Provide a copy of all reports and studies that supported the fixation of the issue price and exercise price g. Inform the terms and conditions to which the exercise of the bonus is subject h. Inform whether shareholders will have preemptive rights to subscribe to the bonuses,
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 45 detailing the terms and conditions to which this right is subject
i. Inform whether the subscription will be public or private
j. Inform the matters whose definition may be delegated to the board of directors k. Inform the secondary market in which the bonuses will be traded, if applicable
l. Describe the rights, advantages and restrictions of the shares resulting from the exercise of the subscription bonus
m. Present the percentage of potential dilution resulting from the issuance
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 46
ANNEX 16
CAPITAL REDUCTION
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 47
ANNEX 17
PREFERRED SHARES
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 48 holders of other species and classes of shares of the company
2. If there is alteration in the preferences, advantages or conditions of redemption or amortization of preferred shares
a. Describe, in detail, the proposed alterations b. Justify, in detail, the proposed alterations
c. Provide a detailed analysis of the impact of the proposed alterations on the holders of the
shares subject to the alteration d. Provide a detailed analysis of the impact of the proposed alterations on the rights of the holders of other species and classes of shares of the company
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 49
ANNEX 19
ACQUISITION OF CONTROL
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 50
4. Main terms and conditions of the transaction, including:
a. Identification of the sellers b. Total number of shares or quotas acquired or to be acquired
c. Total price
d. Price per share or quota of each species or class e. Form of payment f. Suspensive and resolutive conditions to which the transaction is subject g. Summary of the sellers' declarations and warranties h. Rules on indemnification of the buyers
i. Necessary government approvals
j. Guarantees granted
5. Describe the purpose of the transaction
6. Provide analysis of the benefits, costs and risks of the transaction
7. Inform which costs will be incurred by the company if the transaction is not approved
8. Describe the sources of resources for the transaction
9. Describe the administrators' plans for the company whose control was or will be acquired
10. Provide a justified declaration by the administrators recommending approval of the transaction
11. Describe any existing corporate relationship, even if indirect, between:
a. Any of the sellers or the company whose control was or will be alienated; and
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 51 b. Related parties to the company, as defined by the accounting rules that deal with this subject
12. Inform details of any transaction carried out in the last 2 (two) years by parties
related to the company, as defined by the accounting rules that deal with this subject, with shareholdings or other securities or debt instruments of the company whose control was or will be acquired
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 52
ANNEX 20
RIGHT OF WITHDRAWAL
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 53
11. Inform the quotation of each class or species of shares to which the withdrawal applies in the markets
in which they are traded, identifying:
i. Minimum, average and maximum quotation of each year, in the last 3 (three) years
ii. Minimum, average and maximum quotation of each quarter, in the last 2 (two) years
iii. Minimum, average and maximum quotation of each month, in the last 6 (six) months
iv. Average quotation in the last 90 (ninety) days
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 54
ANNEX 20-A
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 55 a. Description of the main expected benefits1, including:
i. Synergies
ii. Tax benefits
iii. Strategic advantages
b. Costs
c. Risk factors
d. If it is a transaction with a related party, possible alternatives that could have been used to achieve the same objectives, indicating the reasons why these alternatives were discarded2 e. Substitution ratio f. In operations involving controlling, controlled companies or companies under common control
i. Share substitution ratio calculated in accordance with art. 264 of Law No. 6,404, of
1976
ii. Detailed description of the negotiation process of the substitution ratio and other
terms and conditions of the operation
iii. If the operation was preceded, in the last 12 (twelve) months, by an acquisition
of control or acquisition of participation in a control block:
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 56 procedures and criteria adopted to guarantee the commutativity of the transaction or, if the substitution relationship is not commutative, detailed description of the payment or equivalent measures adopted to ensure adequate compensation.
6. Copy of the minutes of all meetings of the board of directors, audit committee and special committees in which the transaction was discussed, including any dissenting votes
7. Copy of studies, presentations, reports, opinions, opinions or valuation reports of the companies involved in the transaction made available to the controlling shareholder at any stage of the transaction
7.1. Identification of any conflicts of interest between the financial institutions, companies and the professionals who prepared the documents mentioned in item 7 and the societies involved in the transaction
8. Draft bylaws or bylaw amendments of the societies resulting from the transaction
9. Financial statements used for the purposes of the transaction, in accordance with the specific standard
10. Pro forma financial statements prepared for the purposes of the transaction, in accordance with the specific standard
11. Document containing information about the societies directly involved that are not publicly-held companies, including3:
a. Risk factors, in accordance with items 4.1 and 4.24 of the reference form b. Description of the main changes in risk factors that occurred in the previous fiscal year and expectations regarding the reduction or increase in exposure to risks as a result of the transaction, in accordance with item 5.4 of the reference form5
c. Description of your activities, in accordance with items 7.1, 7.2, 7.3 and 7.4 of the reference form
3 It is unnecessary to provide the information referred to in this item with respect to societies that meet the following conditions:
(i) do not have liabilities of any nature; and (ii) have as their only asset shares of other societies involved in the transaction.
4 Information on market risks must be provided in accordance with item 5.1 of the reference form until the changes made by CVM Instruction No. 552, of October 9, 2014, in Annex 24 of CVM Instruction No. 480, of December 7, 2009, enter into force on January 1, 2016. 5 Information on market risks must be provided in accordance with item 4.2 of the reference form until the changes made by CVM Instruction No. 552, of October 9, 2014, in Annex 24 of CVM Instruction No. 480, of December 7, 2009, enter into force on January 1, 2016.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 57 reference form d. Description of the economic group, in accordance with item 15 of the reference form e. Description of share capital, in accordance with item 17.1 of the reference form
12. Description of the capital structure and control after the transaction, in accordance with item 15 of the reference form
13. Number, class, species and type of securities of each society involved in the transaction held by any other societies involved in the transaction, or by persons affiliated with these societies, as defined by the rules dealing with public offers for the acquisition of shares
14. Exposure of any of the societies involved in the transaction, or of persons affiliated with them, as defined by the rules dealing with public offers for the acquisition of shares, in derivatives referenced in securities issued by the other societies involved in the transaction
15. Report covering all transactions carried out in the last 6 (six) months by the persons indicated below with securities issued by the societies involved in the transaction:
a. Societies involved in the transaction
i. Private purchase transactions
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 58
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 59
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 60
16. Document by which the Independent Special Committee submitted its recommendations to the Board of Directors, if the transaction was negotiated in accordance with CVM Guiding Opinion No. 35, of 2008.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 61
Annex 20-B
TRADE IN OWN ISSUANCE SHARES
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 62
10. Indicate the maximum deadline for the settlement of authorized transactions;
11. Identify institutions that will act as intermediaries, if any;
12. Specify the available resources to be used, in the form of art. 7, § 1, of CVM Instruction No. 567, of September 17, 2015.
13. Specify the reasons why the members of the board of directors feel comfortable that the share repurchase will not prejudice the fulfillment of obligations assumed with creditors nor the payment of mandatory, fixed or minimum dividends.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 63
Annex 20-C
Acquisition of Own Issuance Debentures
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 64
ANNEX 21
INFORMATION ABOUT ASSESSORS
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 65
ANNEX 21-F
CONTENT OF THE REMOTE VOTING BALLOT
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 66 a) identification of the shareholder authors of the proposal, indicating since when they are shareholders of the company, the number and percentage of shares of each species and class in their ownership, the number of shares taken on loan and the total exposure in derivatives referenced in the company's shares; b) description of the deliberation proposal; and c) manifestation of the administrators on such proposal, if the administration wishes to manifest.8 [ ] Approve [ ] Reject [ ] Abstain
11. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, in accordance with art. 141 of Law No. 6,404, of 1976?
[ ] Yes [ ] No
11. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, in accordance with art. 141 of Law No. 6,404, of 1976? 9
[ ] Yes [ ] No [ ] Abstain
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 67 Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-A. Election of member of the board of directors, if there is only one slate:
Indication of all names that make up the slate [ ] Approve [ ] Reject [ ] Abstain If one of the candidates who make up the chosen slate ceases to be part of it, can the votes corresponding to your shares continue to be conferred to the chosen slate? 11 [ ] Yes [ ] No [ ] Abstain In the event of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed in equal percentages among the members of the slate you chose? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the members of the chosen slate up to the first two decimal places, without rounding, and that the fractions of shares obtained from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of your shares] [ ] Yes [ ] No [ ] Abstain 12 [the following field should only be filled in if the shareholder answered "no" in 11 If the shareholder opts for "no" or "abstain" and the slate has been altered, your vote must be counted as abstention in the respective deliberation of the assembly. 12 If the shareholder opts for "abstain" and the election occurs by the multiple voting process, your vote must be counted as abstention in the respective deliberation of the assembly.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 68 relation to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 69 of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 14 [the following field must only be filled in if the shareholder answered "no" to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 70 Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-B. Election of board member, if there is more than one slate:
Indication of each slate and all names that comprise it [ ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to their shares continue to be conferred to the chosen slate? 16 [ ] Yes [ ] No [ ] Abstain In the event of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed in equal percentages among the members of the slate you chose? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the members of the chosen slate up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 17 [the following field must only be filled in if the shareholder answered "no" to the previous question] 16 If the shareholder opts for "no" or "abstain" and the slate has been altered, their vote must be counted as abstention in the respective deliberation of the assembly. 17 If the shareholder opts for "abstain" and the election occurs by the multiple voting process, their vote must be counted as abstention in the respective deliberation of the assembly.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 71 Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 72 first decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 19 [the following field must only be filled in if the shareholder answered "no" to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 73 [ ] Approve [ ] Reject [ ] Abstain Candidate 4 [ ] Approve [ ] Reject [ ] Abstain Candidate 5 [ ] Approve [ ] Reject [ ] Abstain Candidate 6 [ ] Approve [ ] Reject [ ] Abstain In the event of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed, in the following percentages, among the candidates you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-C. Election of board member, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 74 Candidate 3 [ ] Approve [ ] Reject [ ] Abstain Candidate 4 [ ] Approve [ ] Reject [ ] Abstain Candidate 5 [ ] Approve [ ] Reject [ ] Abstain Candidate 6 [ ] Approve [ ] Reject [ ] Abstain In the event of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed in equal percentages among the candidates you chose? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 20 [the following field must only be filled in if the shareholder answered "no" to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate 20 If the shareholder opts for "abstain" and the election occurs by the multiple voting process, their vote must be counted as abstention in the respective deliberation of the assembly.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 75 Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 76 of the 100% percentage among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 21 [the following field must only be filled in if the shareholder answered "no" to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 77 Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-D. Election of board member, if the election is by multiple voting:
In the event of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed in equal percentages among the candidates indicated below? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 22 [the following field must only be filled in if the shareholder answered "no" to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 78 12-D. [the votes indicated in this field will be disregarded if the shareholder holding shares with voting rights also fills in fields 13 and 13-A and the separate election referred to in those fields takes place] Election of board member, if the election is by multiple voting:
In the event of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed in equal percentages among the candidates indicated below? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 23 [the following field must only be filled in if the shareholder answered "no" to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 23 If the shareholder opts for "abstain" and the election occurs by the multiple voting process, their vote must be counted as abstention in the respective deliberation of the assembly.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM INSTRUCTION NO. 481, OF DECEMBER 17, 2009 79
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 80
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 81 the candidate with the highest number of votes among all those, appearing in this remote voting ballot, who are competing in the separate election? 26 [ ] Yes [ ] No [ ] Abstain
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 82 with which they vote during the 3 months immediately prior to the holding of the general meeting] Separate election of a member of the Board of Directors by shareholders holding preferred shares without voting rights or with restricted voting rights:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither holders of shares with voting rights nor holders of preferred shares without voting rights or with restricted voting rights have met, respectively, the quorum required in items I and II of § 4 of Article 141 of Law No. 6,404, of 1976, do you wish for your vote to be aggregated with the votes of the ordinary shares in order to elect to the Board of Directors the candidate with the highest number of votes among all those, appearing in this remote voting ballot, who are competing in the separate election? [ ] Yes [ ] No
14. [the shareholder may only fill out this field if they have left field 12 blank and have been the uninterrupted holder of the shares with which they vote during the 3 months immediately prior to the holding of the general meeting]
Request for separate election of a member of the Board of Directors by shareholders holding preferred shares without voting rights or with restricted voting rights:
Do you wish to request the separate election of a member of the Board of Directors, in accordance with Article 141, § 4, II, of Law No. 6,404, of 1976? 28 [ ] Yes [ ] No [ ] Abstain
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 83 shares with which they vote during the 3 months immediately prior to the holding of the general meeting] Request for separate election of a member of the Board of Directors by shareholders holding preferred shares without voting rights or with restricted voting rights:
Do you wish to request the separate election of a member of the Board of Directors, in accordance with Article 141, § 4, II, of Law No. 6,404, of 1976? 29 [ ] Yes [ ] No [ ] Abstain
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 84 [ ] Yes [ ] No [ ] Abstain
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 85
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 86
17. [the shareholder may only fill out this field if they have left field 16 blank]
Separate election of a member of the Fiscal Council by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
17. [the shareholder may only fill out this field if they have left field 16 blank]
Separate election of a member of the Fiscal Council by minority shareholders holding shares with voting rights:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 87
ANNEX 21-L-I
INCLUSION OF CANDIDATES IN THE REMOTE VOTING BALLOT Company's share capital (R$) % of a specific class of shares X ≤ 500,000,000.00 2.5 500,000,000.00 < X ≤ 2,000,000,000.00 1.5 2,000,000,000.00 < X ≤ 10,000,000,000.00 1.0 10,000,000,000.00 < X 0.5
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 88
ANNEX 21-L-II
INCLUSION OF PROPOSALS IN THE REMOTE VOTING BALLOT Company's share capital (R$) % of share capital X ≤ 500,000,000.00 5.0 500,000,000.00 < X ≤ 2,000,000,000.00 3.0 2,000,000,000.00 < X ≤ 10,000,000,000.00 2.0 10,000,000,000.00 < X 1.0
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 89
ANNEX 21-M-II-d
SHAREHOLDER INFORMATION
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 90
ANNEX 23
REQUEST FOR PROXY
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br INSTRUÇÃO CVM Nº 481, DE 17 DE DEZEMBRO DE 2009 91 a. The address to which the proxy should be sent after being signed; or b. If the company accepts proxies through a computer network system, the instructions for granting the proxy
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