CVM INSTRUCTION NO. 547, OF FEBRUARY 5, 2014

Amends provisions of CVM Instruction No. 358, of January 3, 2002, and CVM Instruction No. 480, of December 7, 2009.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes it known that the Collegiate Board, in a meeting held on January 29, 2014, based on the provisions of Articles 4, 8, 21-A, and 22, § 1º, items I, V, and VI, of Law No. 6,385, of December 7, 1976, and Article 157 of Law No. 6,404, of December 15, 1976, APPROVED the following Instruction:

Art. 1 Articles 3, 12, 14, and 16 of CVM Instruction No. 358, of January 3, 2002, shall enter into force with the following wording:

“Art. 3 It is incumbent upon the Director of Investor Relations to send to the CVM, through an electronic system available on the CVM's website on the World Wide Web, and, if applicable, to the stock exchange and organized over-the-counter market entity in which the company's securities are admitted to trading, any act or material fact occurred or related to its business, as well as to ensure its broad and immediate dissemination, simultaneously in all markets where such securities are admitted to trading.

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§3 It is incumbent upon the Director of Investor Relations to ensure that the disclosure of an act or material fact in the manner provided for in the caput and §4 precedes or is made simultaneously with the broadcasting of information by any means of communication, including information to the press, or in meetings of class entities, investors, analysts, or selected audiences, in the country or abroad.

§4 The disclosure of an act or material fact must be made through at least one of the following communication channels:

I – newspapers of large circulation habitually used by the company; or

II – at least 1 (one) news portal with a page on the World Wide Web, which makes available, in a section accessible free of charge, the information in its entirety.

§5 The disclosure and communication of an act or material fact, including the summarized information referred to in §8, must be made in a clear and precise manner, in language accessible to the investing public.

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§7 Any changes in the communication channels used must be preceded by:

I – updating the policy on the disclosure of acts or material facts, in accordance with Article 16 of this Instruction;

II – updating the company's registration form; and

III – disclosure of the change to be implemented, in the manner previously used by the company for the disclosure of its material facts.

§8 The disclosure of an act or material fact carried out in the manner provided for in §4, I, of this article may be made in a summarized form with indication of the addresses on the World Wide Web, where the complete information must be available to all investors, in wording at least identical to that sent to the CVM.” (NR)

“Art. 12. ......

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§5 In cases where the acquisition results or has been carried out with the objective of altering the composition of control or the administrative structure of the society, as well as in cases where the acquisition generates the obligation to make a public offer, in accordance with applicable regulations, the acquirer must also promote disclosure, at least through the same communication channels habitually adopted by the company, in accordance with Article 3, §4, of a notice containing the information provided for in items I to V of the caput of this article.

......” (NR)

“Art. 14. If any agreement or contract aiming at the transfer of respective shareholding control has been concluded, or if an option or mandate for the same purpose has been granted, as well as if there is an intention to promote merger, total or partial spin-off, consolidation, transformation, or corporate reorganization, and while the operation is not made public through the disclosure of a material fact, the company's board of directors cannot deliberate on the acquisition or alienation of its own shares.” (NR)

“Art. 16. The publicly held company must, by resolution of the board of directors, adopt a policy on the disclosure of acts or material facts, encompassing, at minimum, the channel or channels of communication it uses to disseminate information about acts and material facts in accordance with Article 3, §4, and the procedures related to maintaining confidentiality regarding undisclosed material information.

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Art. 2 Item 1 of Annex 22 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“1. General Data

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1.24 Communication channels used by the issuer

a. Newspapers in which the issuer carries out the publications required by law

b. Communication channels in which the issuer discloses information about acts and material facts, including the electronic address in the case of news portals

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Art. 3 Item 21 of Annex 24 of CVM Instruction No. 480, of 2009, shall enter into force with the following wording:

“21. Disclosure Policy

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21.2 Describe the policy on the disclosure of acts or material facts adopted by the issuer, indicating the channel or channels of communication used to disseminate information about acts and material facts and the procedures related to maintaining confidentiality regarding undisclosed material information

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Art. 4 This Instruction enters into force on March 10, 2014.

Signed original by

LEONARDO P. GOMES PEREIRA
President