CVM Instruction No. 487 of November 25, 2010

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

Amends CVM Instruction No. 361, of March 5, 2002

The INTERIM PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on October 26/27, 2010, in accordance with the provisions of Article 8, item I, of Law No. 6,385, of December 7, 1976, RESOLVED to issue the following Instruction:

Art. 1 Articles 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 15, 16, 20, 22, 24, 26, 29, 31, 32, 33 and 35 of CVM Instruction No. 361, of March 5, 2002, shall enter into force with the following wording:

“Art. 1 This Instruction regulates the procedure applicable to any public offers for the acquisition of shares of publicly held companies, as well as the registration process for public offers for cancellation of registration for trading of shares in regulated securities markets, by increasing the shareholding of the controlling shareholder, by alienation of control of a publicly held company and for acquisition of control of a publicly held company when involving exchange for securities and exchange for securities.” (NR)

“Art. 2 ...

I – Tender offer for cancellation of registration: is the mandatory tender offer, carried out as a condition for cancellation of registration for trading of shares in regulated securities markets, by virtue of § 4 of art. 4 of Law No. 6,404, of December 15, 1976, and of § 6 of art. 21 of Law No. 6,385, of December 7, 1976;

...

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

§ 1 Only the modalities of tender offer referred to in items I to III of the caput and those dealt with in items IV, V and VI, when involving exchange for securities, shall be subject to registration before the CVM.

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

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

...

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

...”(NR)

“Art. 3 ...

...

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

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

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

IX – Partial tender offer: that which does not have as its object all the shares in circulation of a same class and species.

...

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

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

...”(NR)

“Art. 4 ...

I – the tender offer shall always be directed indiscriminately to holders of shares of the same species and class as those that are the object of the tender offer, ensuring pro rata allocation among acceptors of partial tender offer;

...

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

VII – the tender offer shall be carried out in an auction on a stock exchange or organized over-the-counter market entity, unless the CVM expressly authorizes the adoption of a different procedure;

...

§ 2 ...

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

II – the suspension of an ongoing tender offer, or of its respective auction, if it is found that the tender offer or the auction present a curable irregularity or illegality, maintaining the suspension until they are corrected; or

III – the cancellation of the tender offer, when it is found that it presents an incurable irregularity or illegality.

...”(NR)

“Art. 5 After the publication of the tender offer instrument, in accordance with art. 11, its modification or revocation shall be admitted:

I – in any modality of tender offer, regardless of CVM authorization, when it is a modification by improvement of the offer in favor of the recipients, or by waiver, by the offeror, of the condition established by him for the effectiveness of the tender offer;

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

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

§1 It shall also be lawful for the offeror to withdraw from the tender offer for cancellation of registration and from the tender offer for increasing participation, in the event of revision of the offer price by virtue of the procedure provided for in art. 4o -A of Law No. 6,404, of 1976, applying, in such cases, respectively, the rules of arts. 24, item IV, and 28 of this Instruction.

§ 2 In the event provided for in the caput, item II, the request for modification or revocation of tender offer:

I – shall be informed to the public, through the same channel used for disclosure of the tender offer;

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

III – shall only be accepted if:

a) in the judgment of the CVM, there has been a substantial, subsequent and unforeseeable change in the circumstances of fact existing when the tender offer was launched, resulting in a significant increase in the risks assumed by the offeror, inherent to the tender offer itself; and

b) the offeror proves that the legal acts and transactions that determined the realization of the tender offer will become void if the revocation is granted;

IV – shall be presumed granted if there is no manifestation by the CVM within 10 (ten) days, counted from the filing.

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

§3 The modification of the tender offer shall require publication of an addendum to the notice, with emphasis on the modifications made and with the indication of the new date for the realization of the auction, which shall observe the following deadlines:

I – minimum period of 10 (ten) days, in the cases of increase in the offer price or waiver of condition for effectiveness of the tender offer, or 20 (twenty) days, in other cases, counted from the publication of the addendum;

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

§4 The revocation of the tender offer shall be disclosed through the same channel used for disclosure of the tender offer.

§5 In any of the cases provided for in the caput, a copy of the addendum to the notice shall be sent to the CVM on the date of its publication.” (NR)

“Art. 6 ...

...

II – of exchange, when the proposed payment is to be made in securities; and

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

...”(NR)

“Art. 7 ...

...

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

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

§ 7 The prohibition on trading provided for in §6 does not apply to the following cases:

I - trading on behalf and order of third parties;

II - operations clearly intended to track a stock index, certificate or receipt of securities;

III - operations intended to protect positions assumed in total return swaps contracted with third parties;

IV - operations carried out as a market maker, in accordance with the CVM regulation in force; or

V - discretionary administration of third-party portfolios.

§ 8 The persons referred to in §6 must adopt adequate procedures to ensure compliance with the conduct rules provided for therein.” (NR)

“Art. 8 Whenever it is a tender offer formulated by the company itself, by the controlling shareholder or by a person linked to him, or by an administrator or by a person linked to him, an appraisal report of the target company shall be prepared, except in the case of tender offer for alienation of control.

...

§ 2 The proven experience referred to in § 1 must relate to the valuation of publicly held companies.

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

§ 4 (REPEALED)

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

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

§ 6 (REPEALED)

§ 7 In the case of an exchange offer, the appraisal report of the company whose securities are being delivered in exchange shall also be presented, containing the information of Annex III of this Instruction.

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

§9 The CVM may require, within the period provided for in §2 of art. 9, that the offeror:

I - inform whether the value of the target company has undergone significant changes after the date of the valuation; and

II - if affirmative, request that the appraiser update the value of the target company that appears in the appraisal report.” (NR)

“Art. 10 ...

...

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

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

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

...

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

I – exercise of the option by the shareholder; or

II – payment to other shareholders who accepted the tender offer, in the case of tender offer with deferred payment.

...

§4 When the tender offer is formulated by a third party who is not the target company, the controlling shareholder or persons linked to them, the company shall, at the request of the offeror, provide him, within 2 (two) business days, with the nominal list referred to in letter “o” of item I of Annex II, in the form of § 1 of art. 100 of Law No. 6,404, of 1976.

§5 When it is a tender offer not subject to registration, or formulated by a third party who is not the target company, the controlling shareholder or persons linked to them, or even the administrators or persons linked to them, the instrument shall contain, in addition to the requirements of this article and Annex II, the information referred to in letters “a” and “b” of item XII of Annex III.

§6 If the price of the tender offer is different from the price practiced in the transactions disclosed in accordance with item IV, the offeror shall justify why this price was not adopted.” (NR)

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

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

...

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

“Art. 12. The tender offer shall be carried out in an auction on the stock exchange or on the organized over-the-counter market where the shares subject to the tender offer are admitted to trading.

...

§ 2 ...

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

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

...

§4 The interested party in interfering in the auction must disclose to the market, with 10 (ten) days of advance, in the manner provided for in art. 11, that it intends to interfere in the auction,

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

providing the information provided for in letters “a”, “c” and “i” to “m” of item I of Annex II, as applicable.

...

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

§ 7 In the case of a tender offer for acquisition of control, the offeror may not raise the price in the auction if a notice has been published or registration of a competing tender offer for acquisition of control has been requested.”(NR)

“Art. 13. The competing tender offer shall observe the rules applicable to the modality of tender offer in which it falls and also the provisions of this article.

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

§ 2 The competing tender offer shall be launched, or its registration requested, up to 10 tens) days before the date scheduled for the realization of the auction of the tender offer with which it competes.

§ 3 The competing tender offer shall be launched at a price at least 5% (five percent) superior to that of the tender offer with which it competes.

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

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

§ 6 The competing tender offer that requires registration shall observe the same requirements, procedures and deadlines established in art. 9.

§ 7 The competing tender offer may be of a different modality from the tender offer with which it competes.”(NR)

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

“Prohibitions and Restrictions

...

Art. 15 ...

...

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

“Art. 16. Cancellation of registration for trading of shares in the regulated securities markets shall only be granted by the CVM if preceded by a tender offer for cancellation of registration, formulated by the controlling shareholder or by the publicly held company itself, and having as its object all the shares issued by the target company, observing the following requirements:

...” (NR)

“Art. 20. From the instrument of the tender offer for cancellation of registration for trading of shares in the regulated securities markets, in addition to the requirements established in art. 10, the following shall be mandatory:

I – ...

II – (REPEALED)

III – ...

IV – in the case of a tender offer launched by the company itself, transcription of the resolution of the company body that approved the launch of the tender offer, containing, at a minimum, the justification of the operation, the lack of need to raise funds through public subscription

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

of shares within 2 (two) years, and the reference to the existence of reserves required by law.” (NR)

“Art. 22 ...

...

§ 2 The brokerage companies, accredited in accordance with §1, shall communicate to the stock exchange or entity of the organized over-the-counter market where the auction is to be held, until the time determined by such exchange or entity, the quantity of shares of the shareholders that will be represented by them in the auction of the tender offer, and the sum of the shares informed by all brokerage companies will constitute the total of shares in circulation for the purpose of calculating the quantity of acceptors and concurring parties referred to in item II of art. 16.

...”(NR)

“Art. 24...

...

§ 2 The revision appraisal report shall be prepared by a company that meets the requirements of §§ 1 and 2 of art. 8, and shall observe all the requirements established in Annex III.

...”(NR)

“Art. 26. The tender offer for increasing participation, as provided for in § 6o of art. 4o of Law No. 6,404, of 1976, shall always be carried out when the controlling shareholder, a person linked to him, and other persons that act in concert with the controlling shareholder or a person linked to him, acquire, by another means other than a tender offer, shares that represent more than 1/3 (one third) of the total of shares of each species and class in circulation, observing the provisions of §§ 1o and 2o of art. 37.

...

§ 5 If the provisions of §§1 and 2 of art. 37 are not applicable, the limit of 1/3 (one third) provided for in the caput shall be calculated based on the number of shares in circulation on the date of closing of the first public distribution offer of shares of the company or, if

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

no offer has been made, on the date of obtaining the company's registration for trading of shares in regulated securities markets.

§ 6º Once the limit of 1/3 (one third) of the outstanding shares provided for in the caput is exceeded, the controlling shareholder, persons affiliated with him, and other persons acting in concert with the controlling shareholder or persons affiliated with him may only carry out new acquisitions of shares through a Public Tender Offer (OPA) for an increase in participation.” (NR)

“Art. 29......

......

§ 6o
In the case of indirect alienation of shareholding control:
I – the offeror shall submit to the CVM, together with the registration request, the demonstration justifying the method of calculation of the price due by virtue of art. 254-A of Law 6.404 of 1976, corresponding to the alienation of control of the target company; and II – the CVM may, within the period provided for in §2 of art. 9º, determine the presentation of an appraisal report of the target company.

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

§ 8º In alienations where the consideration is securities, the acquirer must offer shareholders securities of the same species and class as those offered to the controlling shareholder, being entitled to formulate an alternative offer in cash or other securities, provided that the choice lies with the recipients of the offer.”(NR)

“Art. 31. Any voluntary, originating or competing OPA, of shares of an open company, whether it concerns part or all of the shares issued by the company, shall comply with the provisions of arts. 4º to 8º-A and 10 to 15-B, insofar as they apply.”(NR)

“Art. 32......

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

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

...... ” (NR)

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

§1º Only securities admitted to trading on Brazilian regulated markets may be offered in exchange, observing the following:
I - if it concerns an OPA for alienation of control in which the price paid by the acquirer involves assets or securities not admitted to trading, and in other special circumstances, in which equitable treatment and adequate information to the holders of the shares subject to the OPA are ensured, the CVM may admit that the public exchange offer or mixed offer be settled with payment in assets or securities not admitted to trading on regulated markets; II - (REVOKED) III - for the purposes of the provision of this article, certificates of shares admitted to trading on Brazilian regulated markets are included among the securities admitted to trading, including those issued by a financial institution authorized to operate in Brazil, backed by securities issued by foreign companies, provided that the latter obtain registration as a foreign issuer, in accordance with current regulations.

...... ”(NR)

“Art. 35. ......

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

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

...... ”(NR)

Art. 2º Annex I of CVM Instruction No. 361 of 2002 shall be amended to read as follows:

“II - ......

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

......

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

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

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

Art. 3º Annex II of CVM Instruction No. 361 of 2002 shall be amended to read as follows:

“I – The OPA instrument shall contain:

......

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

d) price or other form of consideration;

e) main terms and conditions of the offer;

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

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

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

h) information about the target company, including:

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

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

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

4. information on the status of the registration of the target company with the CVM, when the offer is formulated by the company itself, by the controlling shareholder or by a person affiliated with him;

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

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

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

l) detailed information on contracts, preliminary contracts, options, letters of intent or any other legal acts disposing of the acquisition or alienation of securities

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securities of the target company of which the offeror or affiliated persons are parties or beneficiaries;

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

1. the offeror or persons affiliated with him; and

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

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

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

p) in the case of an exchange or mixed OPA, the same elements required in the CVM's own regulations for the announcement of the start of distribution of the securities of the same species as those offered; and

q) the information referred to in art. 15.

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

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Art. 4º Annex III of CVM Instruction No. 361 of 2002 shall be amended to read as follows:

“......

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

......

IX – ......

g) the reasons why such criterion was chosen.

Information and Declarations of the Appraiser

X - ......

......

b) detailed description of the internal approval process of the appraisal report by the appraisal institution;

......

d) ......

1. regarding the quantity of securities issued by the target company, and derivatives referenced therein, of which he himself, his controlling shareholder and persons affiliated with them are holders, or which are under his discretionary administration. In the case of an exchange offer, the declaration must include the same information for the securities that will be offered in exchange;

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

......

4. regarding the cost of the appraisal report, specifying the fixed component and the contingent or variable component of its remuneration; and

...... ”(NR)

Art. 5º CVM Instruction No. 361 of 2002 shall be amended by adding the following arts. 4º-A, 8ºA, 9º-A, 13-A, 15-A, 15-B, 25-A; 32-A; 32-B; 32-C; 32-D; 32-E; 32-F; 32-G and 35-A.

“Confidentiality

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Art. 13-A. In the event of publication of a notice or request for registration of a competing OPA, the CVM may:

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

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

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

Sole paragraph. In the case of item III of the caput, the prerogative to set the date, time and rules for the holding of the auction may be delegated to the stock exchange or organized over-the-counter market entity where the auction must take place.” (NR)

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

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

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

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

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

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

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

“Redemption of Shares

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

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

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

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

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

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

b) the amount in current currency per share offered in the OPA, plus interest, in accordance with the caput.

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

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

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

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

I - exercise of the option by the shareholder; or

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

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

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

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

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

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

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

§ 5º Shareholders who intend to participate in the auction must credential, until the day before the auction, a brokerage company to represent them.

§ 6º The brokerage companies, accredited in accordance with §5º, must notify the stock exchange or organized over-the-counter market entity where the auction must take place, until the time determined by such exchange or entity, of the quantity of shares of the shareholders that will be represented by them in the OPA auction.

§ 7º The stock exchange or organized over-the-counter market entity where the auction will take place shall adopt all complementary measures necessary for the perfect compliance with the requirements imposed in this article.” (NR)

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

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

INSTRUÇÃO CVM Nº 487, DE 25 DE NOVEMBRO DE 2010

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

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

IV – report of transactions with securities of the target company or derivatives referenced in securities of the target company carried out by (i) the target company itself, (ii) each of its administrators, (iii) persons affiliated with the target company and (iv) persons affiliated with administrators, since 3 (three) months before the date of the start of the OPA period until the date of disclosure of the information provided for in this article, informing the dates on which the transactions occurred, the type, species, class and quantity traded, grouped by date, as well as the average price on each trading date;

V – detailed description of any contracts, preliminary contracts, options, letters of intent or legal acts in force disposing of the acquisition or alienation of securities of the target company of which they are parties or beneficiaries: (i) the target company itself, (ii) its administrators and (iii) persons affiliated with the target company or its administrators;

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

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

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

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

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

c) detailed description of the offeror's exposure to securities-referenced derivatives.

Sole Paragraph. The information regarding administrators and persons linked to them required by this article may be consolidated by a management body of the company.” (NR)

“Art. 32-D. If the target company’s board of directors decides to express a favorable or unfavorable opinion regarding the acceptance of the Tender Offer for Control (OPA):

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

II – the opinion must describe relevant changes in the target company’s financial situation occurring since the date of the last financial statements or quarterly information released to the market; and

III – a copy of the opinion must be disclosed to the market through an electronic system available on the CVM’s website on the World Wide Web.” (NR)

“Art. 32-E. During the period of the Tender Offer for Control (OPA), the offeror and linked persons must communicate to the market:

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

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

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

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

§ 1º The reports made in compliance with the main text must also include the following information:

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

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

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

§ 2º The obligations provided in the main text and §1º also apply to:

I – the target company and linked persons;

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

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

§ 3º The persons referred to in §2º must also communicate the execution of operations with derivatives referenced in shares of the target company, informing the nature of the derivatives, the counterpayments, and main terms and conditions, grouping the transactions according to their nature and the date on which they occurred.

§ 4º The information regarding administrators and persons linked to them required by this article may be consolidated by a management body of the company.” (NR)

“Art. 32-F. During the period of the Tender Offer for Control (OPA), any person, or group of persons acting in concert or representing the same interest, who is the direct or indirect holder of shares corresponding to 2.5% (two and a half percent) or more of the shares of a specific class or species of the target company, must communicate to the market:

CVM INSTRUCTION NO. 487, OF NOVEMBER 25, 2010

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

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

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

§ 1º The communications made in compliance with the main text must also include the following information:

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

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

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

§ 2º The obligations provided in the main text and §1º also apply to any person, or group of persons acting in concert or representing the same interest, who is the direct or indirect holder of derivatives referenced in shares of the target company representing 2.5% (two and a half percent) or more of the shares of a specific species and class of the target company.” (NR)

“Art. 32-G The information required by Arts. 32-E and 32-F must be provided through a report including all transactions carried out until 24:00 (twenty-four hours), Brasília time, of that day, which must be sent to the investor relations director of the target company by 12:00 (twelve hours), Brasília time, of the following day.

Sole Paragraph. The investor relations director of the target company must disclose the information received by the day following the receipt of the information, before the opening of trading in the target company’s shares on Brazilian regulated markets where they are admitted to trading, through a system available on the CVM’s website on the World Wide Web.” (NR)

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

Art. 6º The following are revoked: §§ 6º and 7º of Art. 5º; §§ 4º and 6º of Art. 8º; item II of the main text of Art. 20; the sole paragraph of Art. 31; and item II of §1º of Art. 33, all of CVM Instruction No. 361, of March 5, 2002.

Art. 7º The republication of CVM Instruction No. 361, of 2002, with the modifications made since its entry into force, is determined.

Art. 8º This Instruction enters into force on the date of its publication.

Sole Paragraph. The changes implemented by this Instruction on CVM Instruction No. 361, of 2002, do not apply to OPAs already disclosed to the market.

Original signed by

MARCOS BARBOSA PINTO
Acting President