Rule · CVM · 9 Oct 2014
Issuers must submit periodic information via CVM’s electronic system, including general assembly minutes within seven business days and annual reports within four months of fiscal year-end. They must annually confirm reference form validity by May 31 and disclose specific events, such as shareholders’ agreements or audit committee changes, within seven business days. Issuers must not accept audit reports with modified opinions on material misstatements. Additionally, issuers must provide detailed financial data, including non-accounting measurements like EBITDA with reconciliations, and disclose auditor remuneration and independent auditor details in the reference form.
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031 FULL TEXT OF CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 WITH THE CHANGES INTRODUCED BY CVM INSTRUCTION NO. 567/15. Amends and adds provisions to CVM Instruction No. 480, of December 7, 2009 and amends provisions of CVM Instruction No. 358, of January 3, 2002 and of CVM Instruction No. 481, of December 17, 2009.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on August 27, 2014, based on the provisions of Art. 8, items I, 21 and 22, of Law No. 6.385, of December 7, 1976, APPROVED the following Instruction:
Art. 1 Art. 12 of CVM Instruction No. 358, of January 3, 2002, shall be in effect with the following wording:
“Art. 12 ...
...
IV – number of debentures convertible into shares, already held, directly or indirectly, by the acquirer or person linked to him, specifying the quantity of shares subject to possible conversion, by species and class; V – indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company; and VI – if the shareholder is resident or domiciled abroad, the name or corporate name and the registration number in the Individual Taxpayer Registry or in the National Registry of Legal Entities of his attorney or legal representative in the Country for the purposes of Art. 119 of Law No. 6.404, of 1976. ...” (NR)
Art. 2 Arts. 11, 21, 23, 24, 25, 27, 30, 31 and 59 of CVM Instruction No. 480, of December 7, 2009, shall be in effect with the following wording:
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 2
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
“Art. 11 ...
...
§ 4th If the request for conversion from category B to category A is accompanied by a simultaneous request for registration of a public offering of shares or of securities convertible or referenced in shares, the deadlines for analysis provided for in Arts. 4th to 6th of this Instruction shall apply to the conversion request. § 5th The absence of manifestation by the SEP within the period mentioned in the caput and in § 4th implies automatic approval of the category conversion request.” (NR)
“Art. 21 The issuer must send to the CVM through an electronic system available on the CVM website on the worldwide computer network, the following periodic information:
...
VIII – all documents necessary for the exercise of voting rights in ordinary general assemblies, in accordance with the law or specific regulation, within 1 (one) month before the date scheduled for the holding of the ordinary general assembly; ... X – minutes of the ordinary general assembly, within 7 (seven) business days of its holding, accompanied by any statements of vote, dissent or protest; XI – report referred to in Art. 68, § 1st, item “b” of Law No. 6.404, of 1976, when applicable, within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the fiduciary agent, whichever occurs first; and XII – report prepared by the fiduciary agent of real estate receivable certificates, when applicable, within 4 (four) months of the end of the fiscal year or on the same day of its disclosure by the fiduciary agent, whichever occurs first. ...
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 3
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
§ 4th The ordinary general assembly that gathers all shareholders may consider the non-compliance with the deadline referred to in item VIII cured, but it is mandatory to send the documents provided for in that item before the holding of the assembly, in accordance with Art. 133, § 4th, of Law No. 6.404, of 1976. § 5th The issuer is exempt from delivering the communication referred to in item VI, as well as from its publication, when the documents referred to in article 133 of Law No. 6.404, of 1976, are published until 1 (one) month before the date scheduled for the holding of the ordinary general assembly, in accordance with Art. 133, § 5th, of Law No. 6.404, of 1976.” (NR)
“Art. 23 ...
...
Sole paragraph. Without prejudice to the update referred to in the caput, the issuer must annually confirm that the information contained in the registration form remains valid, until May 31 of each year.” (NR)
“Art. 24 ...
...
§ 3rd ...
...
X – celebration, amendment or termination of a shareholders agreement filed at the headquarters of the issuer or from which the controlling shareholder is a party regarding the exercise of voting rights or power of control of the issuer; XI – declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; and XII – communication, by the issuer, of the change of the independent auditor in accordance with the specific regulation. § 4th ...
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 4
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
...
V – change in projections or estimates or disclosure of new projections and estimates; VI – declaration of bankruptcy, judicial or extrajudicial reorganization or judicial homologation of extrajudicial reorganization; and VII – communication, by the issuer, of the change of the independent auditor in accordance with the specific regulation.” (NR)
“Art. 25 ...
...
II – report of the independent auditor;
...
V – declaration by the directors that they reviewed, discussed and agreed with the opinions expressed in the report of the independent auditors, stating the reasons, in case of disagreement; ...” (NR)
“Art. 27 ...
I – ... a) Law No. 6.404, of 1976, and CVM regulations; or b) international accounting standards issued by the International Accounting Standards Board – IASB; ...
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 5
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
Sole paragraph. If the issuer uses the permission of item II, item “b”, the report of the independent auditor registered in the issuer’s country of origin must be accompanied by a special review report prepared by an independent auditor registered with the CVM.” (NR)
“Art. 30 ...
...
II – all documents necessary for the exercise of voting rights in extraordinary general assemblies, special assemblies and debenture holders’ assemblies, in accordance with the terms and deadlines established by law or specific regulation; ... IV – minutes of extraordinary general assemblies, special assemblies and debenture holders’ assemblies, within 7 (seven) business days counted from their holding, accompanied by any statements of vote, dissent or protest; V – minutes of board of directors meetings, provided they contain deliberations designed to produce effects towards third parties, accompanied by any manifestations forwarded by the councilors, within 7 (seven) business days counted from their holding; VI – minutes of audit committee meetings that approved opinions, accompanied by the any manifestations forwarded by the councilors, within 7 (seven) business days counted from the date of disclosure of the act or fact subject to the opinion; ... X – communication regarding relevant act or fact, in accordance with the terms and deadlines established in specific regulation; XI – share trading policy, in accordance with the terms and deadlines established in specific regulation; XII – information disclosure policy, in accordance with the terms and deadlines established in specific regulation;
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 6
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
...
XIX – information on shareholders agreements of which the controlling shareholder or controlled and affiliated companies of the controlling shareholder are parties, regarding the exercise of voting rights in the issuer or the transfer of the issuer’s securities, containing, at minimum, date of signature, term of validity, parties and description of the provisions relating to the issuer, within 7 (seven) business days counted from the knowledge, by the issuer, of its existence; XX – communications by the fiduciary agent prepared in compliance with Art. 68, § 1st, item “c” of Law No. 6.404, of 1976, on the same day of its disclosure; ... XXX – communication regarding change in the composition or dissolution of the statutory audit committee, within 7 (seven) business days counted from the date of the event; XXXI – internal regulations of the statutory audit committee and any amendments, within 7 (seven) business days counted from its installation or from the approval of the amendments by the board of directors; XXXII – communication regarding capital increase deliberated by the board of directors, with the exception of those carried out through subscription in a public offering registered with the CVM, in accordance with Annex 30-XXXII, on the same day of the disclosure of the minutes of the meeting of the board of directors or within 7 (seven) business days of the date of the meeting of the said body, whichever occurs first; and XXXIII – communication regarding transactions between related parties, in conformity with the provisions of Annex 30-XXXIII, within 7 (seven) business days from the occurrence. ...” (NR)
“Art. 31 ...
...
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 7
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
II – all documents necessary for the exercise of voting rights in extraordinary general assemblies, special assemblies and debenture holders’ assemblies, in accordance with the terms and deadlines established by law; ... IV – minutes of extraordinary general assemblies, special assemblies and debenture holders’ assemblies, within 7 (seven) business days counted from their holding, accompanied by any statements of vote, dissent or protest; V – minutes of board of directors meetings, provided they contain deliberations designed to produce effects towards third parties, accompanied by any manifestations forwarded by the councilors, within 7 (seven) business days counted from their holding; VI – communication regarding relevant act or fact, in accordance with the terms and deadlines established in specific regulation; VII - information disclosure policy, in accordance with the terms and deadlines established in specific regulation; ... XXI – communication regarding change in the composition or dissolution of the statutory audit committee, within 7 (seven) business days counted from the date of the event; XXII – internal regulations of the statutory audit committee and any amendments, within 7 (seven) business days counted from its installation or from the approval of the amendments by the board of directors; and XXIII – consolidated bylaws, within 7 (seven) business days counted from the date of the assembly that deliberated the amendment of the bylaws. ...” (NR)
“Art. 59. The SEP shall publish semi-annually, on the CVM website on the worldwide computer network, a list of issuers who are in default of at least 3 (three) months in the compliance with any of their periodic obligations.” (NR)
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 8
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
Art. 3 Arts. 1 and 2 of Annex 3 of CVM Instruction No. 480, of 2009, shall be in effect with the following wording:
“Art. 1 ...
...
Sole paragraph. To comply with the provision of item VIII, audit reports containing modified opinion on material misstatements in the financial statements will not be accepted.” (NR)
“Art. 2 ...
...
Sole paragraph. To comply with the provision of item XI, audit reports containing modified opinion on material misstatements in the financial statements will not be accepted.” (NR)
Art. 4 Annex 24 of CVM Instruction No. 480, of 2009, shall be in effect as provided in
Annex A of this Instruction.
Art. 5 Annexes 30-XXXII and 30-XXXIII are added to CVM Instruction No. 480, of 2009, as provided in Annexes B and C of this Instruction.
Art. 6 Arts. 10 and 28 of CVM Instruction No. 481, of December 17, 2009, shall be in effect with the following wording:
“Art. 10 Whenever the general assembly is convened to elect administrators or members of the audit committee, 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 the controlling shareholders.” (NR)
“Art. 28 ...
...
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 9
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
§ 2nd The request of the shareholders 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.” (NR)
Art. 7 Items 2 and 7 of Annex 14 of CVM Instruction No. 481, of 2009, shall be in effect with the following wording:
“2. Inform whether the increase will be carried out through: (a) conversion of debentures or other debt instruments into shares; (b) exercise of subscription rights or subscription bonuses; (c) capitalization of profits or reserves; or (d) subscription of new shares” ...
7. In case of capital increase by conversion of debentures or other debt instruments
into shares or by exercise of subscription bonuses ...
” (NR)
Art. 8 Item 8 is added to Annex 14 of CVM Instruction No. 481, of 2009, with the following wording:
“8. The provisions of items 1 to 7 of this Annex do not apply to capital increases derived from an option plan, in which case the issuer must inform:
a. date of the shareholders’ general assembly in which the option plan was approved b. amount of the capital increase and of the new share capital
c. number of shares issued of each species and class
d. issue price of the new shares e. quotation of each of the species and classes of the issuer’s shares 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
CVM INSTRUCTION NO. 552, OF OCTOBER 9, 2014 10 Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
iii. minimum, average and maximum quotation of each month, in the last 6 (six) months
iv. average quotation in the last 90 days
f. percentage of potential dilution resulting from the issuance” (NR)
Art. 9° Arts. 13, § 1st; Art. 27, item I, item “c”, and § 1st; Art. 28, sole paragraph; and Art. 29, § 4th, of CVM Instruction No. 480, of December 7, 2009, are revoked.
Art. 10. This Instruction enters into force on January 1, 2015, with the exception of the provision in Art. 4, which shall enter into force from January 1, 2016.
Original signed by
LEONARDO P. GOMES PEREIRA
President
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
Annex A to CVM INSTRUCTION NO. 552, of October 9, 2014
ANNEX 24
Content of the Reference Form
ISSUERS REGISTERED IN CATEGORIES “A” AND “B”
The fields marked with “X” are optional for the registered issuer in category “B”
Identification of persons responsible for the content of the form
1.1. Individual declarations of the President and the Investor Relations Director duly signed, attesting that:
a. they reviewed the reference form b. all information contained in the form complies with the provisions of CVM Instruction No. 480, especially Arts. 14 to 19
c. the set of information contained therein is a true, accurate and
complete portrait of the issuer’s economic-financial situation and the risks inherent to its activities and the securities issued by it
Auditors
2.1. Regarding independent auditors, indicate1:
a. business name b. names of responsible persons, CPF and contact data (phone-email)
c. date of hiring of services
1 When presenting the reference form annually, the information must refer to the last 3 fiscal years.
When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
INSTRUCTION CVM No. 552, OF OCTOBER 9, 2014
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
d. description of contracted services e. eventual replacement of the auditor, informing:
i. justification for the replacement
ii. any reasons presented by the auditor in disagreement with the issuer's justification for their replacement, in accordance with the specific CVM regulation regarding the matter
2.2. Inform the total amount of remuneration of independent auditors in the last fiscal year, discriminating fees related to audit services and those related to any other services provided
2.3. Provide other information that the issuer deems relevant
3.1. Based on the financial statements or, when the issuer is required to disclose consolidated financial information, based on the consolidated financial statements, prepare a table informing:
| Item | Description |
|---|---|
| a. | Shareholders' equity |
| b. | Total assets |
| c. | Net revenue |
| d. | Gross result |
| e. | Net result |
| f. | Number of shares, excluding treasury shares |
| g. | Book value per share |
| h. | Basic earnings per share |
| i. | Diluted earnings per share |
| j. | Other selected accounting information |
When presenting the annual reference form, the information must refer to the last 3 financial statements closing the fiscal year. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 financial statements closing the fiscal year and the latest accounting information disclosed by the issuer.
INSTRUCTION CVM No. 552, OF OCTOBER 9, 2014
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
3.2. If the issuer has disclosed, during the last fiscal year, or wishes to disclose in this form, non-accounting measurements, such as EBITDA (earnings before interest, taxes, depreciation and amortization) or EBIT (earnings before interest and income tax), the issuer must:
a. inform the value of the non-accounting measurements b. make reconciliations between the disclosed values and the values of the audited financial statements
c. explain the reason why it considers such a measurement to be more appropriate for the correct understanding of its financial condition and the result of its operations
3.3. Identify and comment on any subsequent events to the last financial statements closing the fiscal year that substantially alter them
3.4. Describe the policy for the allocation of results of the last 3 fiscal years, indicating:
a. rules on profit retention b. rules on dividend distribution
c. periodicity of dividend distributions
d. any restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial, administrative or arbitral decisions
3.5. In table form, indicate, for each of the last 3 fiscal years:
a. net profit adjusted for dividend purposes b. distributed dividend, highlighting interest on equity capital, mandatory dividend and priority, fixed and minimum dividend
c. percentage of distributed dividend in relation to adjusted net profit
d. distributed dividend by class and species of shares, highlighting interest on equity capital, mandatory dividend and priority, fixed and minimum dividend e. dividend payment date f. return rate in relation to the issuer's shareholders' equity g. retained net profit h. date of approval of retention
3.6. Inform if, in the last 3 fiscal years, dividends were declared from retained profits or reserves constituted in previous fiscal years
3.7. In table form, describe the issuer's indebtedness level, indicating:
a. sum of current liabilities and non-current liabilities b. indebtedness index (current liabilities plus non-current liabilities, divided by shareholders' equity)
c. if the issuer wishes, another indebtedness index, indicating:
i. the method used to calculate the index
ii. the reason why it considers this index to be appropriate for the correct understanding of the issuer's financial situation and indebtedness level
3.8. In table form, separating by obligations (loans, financing and debt instruments) with real guarantee, floating guarantee and unsecured, or with other types of guarantee or privilege, indicate the amount of the issuer's obligations according to the maturity period:
a. less than 1 year b. more than 1 year and less than 3 years
c. more than 3 years and less than 5 years
d. more than 5 years
3.9. Provide other information that the issuer deems relevant
4.1. Describe risk factors that may influence the investment decision, in particular, those related to:
a. the issuer b. its controller, direct or indirect, or control group
c. its shareholders
d. its subsidiaries and affiliates e. its suppliers f. its customers g. the economic sectors in which the issuer operates h. the regulation of the sectors in which the issuer operates
i. the foreign countries in which the issuer operates
j. socio-environmental issues
4.2. Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed, including with respect to exchange rate risks and interest rates.
4.3. Describe the judicial, administrative or arbitral proceedings in which the issuer or its subsidiaries are parties, discriminating between labor, tax, civil and others: (i) that are not under confidentiality, and (ii) that are relevant to the business of the issuer or its subsidiaries, indicating:
a. court b. instance
c. date of initiation
d. parties to the process e. values, assets or rights involved f. main facts g. if the chance of loss is:
i. probable
ii. possible
iii. remote
h. analysis of the impact in case of loss of the process
4.3.1. Indicate the total provisioned value, if any, of the processes described in item 4.3
4.4. Describe the judicial, administrative or arbitral proceedings, that are not under confidentiality, in which the issuer or its subsidiaries are parties and whose opposing parties are administrators or former administrators, controllers or former controllers or investors of the issuer or its subsidiaries, informing:
a. court b. instance
c. date of initiation
d. parties to the process e. values, assets or rights involved f. main facts g. if the chance of loss is:
i. probable
ii. possible
iii. remote
h. analysis of the impact in case of loss of the process
4.4.1. Indicate the total provisioned value, if any, of the processes described in item 4.4
4.5. With respect to relevant confidential proceedings in which the issuer or its subsidiaries are parties and that have not been disclosed in items 4.3 and 4.4 above, analyze the impact in case of loss and inform the values involved
4.6. Describe the repetitive or connected judicial, administrative or arbitral proceedings, based on similar facts and legal causes, that are not under confidentiality and that are relevant collectively, in which the issuer or its subsidiaries are parties, discriminating between labor, tax, civil and others, and indicating:
a. values involved b. practice of the issuer or its subsidiary that caused such contingency
4.6.1. Indicate the total provisioned value, if any, of the processes described in item 4.6
4.7. Describe other relevant contingencies not covered by the previous items
4.8. With respect to the rules of the country of origin of the foreign issuer and the rules of the country in which the issuer's securities are custodied, if different from the country of origin, identify:
a. restrictions imposed on the exercise of political and economic rights b. restrictions on the circulation and transfer of securities
c. scenarios for cancellation of registration, as well as the rights of security holders in this situation
d. scenarios in which security holders will have the right of preference in the subscription of shares, asset-backed securities or securities convertible into shares, as well as the respective conditions for the exercise of this right, or the scenarios in which this right is not guaranteed, if applicable e. other issues of interest to investors
5.1. With respect to the risks indicated in item 4.1, inform:
a. if the issuer has a formalized risk management policy, highlighting, in the affirmative, the body that approved it and the date of its approval, and, in the negative, the reasons why the issuer did not adopt a policy b. the objectives and strategies of the risk management policy, if any, including:
i. the risks for which protection is sought
ii. the instruments used for protection
iii. the organizational structure of risk management
c. the adequacy of the operational structure and internal controls to verify the effectiveness of the adopted policy
5.2. With respect to the market risks indicated in item 4.2, inform:
a. if the issuer has a formalized market risk management policy, highlighting, in the affirmative, the body that approved it and the date of its approval, and, in the negative, the reasons why the issuer did not adopt a policy b. the objectives and strategies of the market risk management policy, if any, including:
i. the market risks for which protection is sought
ii. the asset protection strategy (hedge)
iii. the instruments used for asset protection (hedge)
iv. the parameters used for the management of these risks
v. if the issuer operates financial instruments with objectives other than asset protection (hedge) and what these objectives are
vi. the organizational structure for the control of market risk management
c. the adequacy of the operational structure and internal controls to verify the effectiveness of the adopted policy
5.3. With respect to the controls adopted by the issuer to ensure the preparation of reliable financial statements, indicate:
a. the main internal control practices and the degree of efficiency of such controls, indicating any imperfections and the measures taken to correct them b. the organizational structures involved
c. if and how the efficiency of internal controls is supervised by the issuer's administration, indicating the positions of the people responsible for such monitoring
d. deficiencies and recommendations on the internal controls present in the circumstance report, prepared and sent to the issuer by the independent auditor, in accordance with the regulation issued by the CVM dealing with the registration and exercise of the independent audit activity e. comments by directors on the deficiencies pointed out in the circumstance report prepared by the independent auditor and on the corrective measures adopted
5.4. Inform if, with respect to the last fiscal year, there were significant changes in the main risks to which the issuer is exposed or in the risk management policy adopted, commenting, furthermore, on any expectations of reduction or increase in the issuer's exposure to such risks
5.5. Provide other information that the issuer deems relevant
6.1. With respect to the constitution of the issuer, inform:
a. date b. form
c. country of constitution
6.2. Inform duration period, if any
6.3. Brief history of the issuer
6.4. Date of registration with the CVM or indication that registration is being requested
6.5. Indicate if there was a bankruptcy petition, provided it is based on a relevant value, or judicial or extrajudicial reorganization of the issuer, and the current status of such petitions
6.6. Provide other information that the issuer deems relevant
7.1. Briefly describe the main activities developed by the issuer and its subsidiaries
7.2. With respect to each operational segment that has been disclosed in the last financial statements closing the fiscal year or, if applicable, in the consolidated financial statements, indicate the following information:
a. products and services marketed b. revenue from the segment and its participation in the issuer's net revenue
c. profit or loss resulting from the segment and its participation in the issuer's net profit
7.3. With respect to the products and services that correspond to the operational segments disclosed in item 7.2, describe:
a. characteristics of the production process b. characteristics of the distribution process
c. characteristics of the markets of operation, in particular:
i. participation in each of the markets
ii. competition conditions in the markets
d. eventual seasonality e. main inputs and raw materials, informing:
i. description of the relationships maintained with suppliers, including if they are subject to government control or regulation, with indication of the agencies and the respective applicable legislation
ii. eventual dependence on few suppliers
iii. eventual volatility in their prices
7.4. Identify if there are customers that are responsible for more than 10% of the issuer's total net revenue, informing:
a. total amount of revenues from the customer b. operational segments affected by revenues from the customer
7.5. Describe the relevant effects of state regulation on the issuer's activities, commenting specifically on:
a. need for government authorizations to exercise the activities and history of relationship with public administration to obtain such authorizations b. issuer's environmental policy and costs incurred to comply with environmental regulation and, if applicable, other environmental practices, including adherence to international environmental protection standards
c. dependence on patents, trademarks, licenses, concessions, franchises, royalty contracts relevant to the development of activities
7.6. With respect to the countries from which the issuer obtains relevant revenue, identify:
a. revenue from customers attributed to the issuer's home country and its participation in the issuer's total net revenue b. revenue from customers attributed to each foreign country and its participation in the issuer's total net revenue
c. total revenue from foreign countries and its participation in the issuer's total net revenue
7.7. With respect to the foreign countries disclosed in item 7.6, inform to what extent the issuer is subject to the regulation of these countries and in what way such subjection affects
INSTRUCTION CVM No. 552, OF OCTOBER 9, 2014
Headquarters: Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4th Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
When presenting the annual reference form, the information must refer to the last financial statements closing the fiscal year. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last financial statements closing the fiscal year and the latest accounting information disclosed by the issuer.
10 When presenting the annual reference form, the information must refer to the last financial statements closing the fiscal year. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last financial statements closing the fiscal year and the latest accounting information disclosed by the issuer.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 23 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 the issuer's business
7.8. Regarding socio-environmental policies, indicate: X
a. whether the issuer discloses social and environmental information X b. the methodology followed in preparing this information X
c. whether this information is audited or reviewed by an independent entity X
d. the page on the World Wide Web where this information can be found X
7.9. Provide other information that the issuer deems relevant
8. Extraordinary business
8.1. Indicate the acquisition or alienation of any relevant asset that does not fall under normal business operations of the issuer11
8.2. Indicate significant changes in the manner of conducting the issuer's business12
8.3. Identify relevant contracts entered into by the issuer and its subsidiaries not directly related to its operational activities13
8.4. Provide other information that the issuer deems relevant
9. Relevant assets
9.1. Describe the non-current assets relevant for the development of the issuer's activities, indicating in particular14:
X
11 When presenting the annual Reference Form, the information must refer to the last 3 fiscal years.
When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 12 When presenting the annual Reference Form, the information must refer to the last 3 fiscal years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 13 When presenting the annual Reference Form, the information must refer to the last 3 fiscal years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 14 When presenting the annual Reference Form, the information must refer to the latest financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 24 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 a. fixed assets, including those subject to lease or rental, identifying their location X b. intangible assets, such as patents, trademarks, licenses, concessions, franchises and technology transfer contracts, domain name on the World Wide Web, informing:
X
i. duration X
ii. events that may cause the loss of rights related to such assets X
iii. possible consequences of the loss of such rights for the issuer X
c. the companies in which the issuer has a stake and regarding them
inform:
X
i. corporate name X
ii. headquarters X
iii. activities developed X
iv. issuer's stake X
v. whether the company is controlled or affiliated X
vi. whether it has registration with the CVM X
vii. book value of the stake X
viii. market value of the stake according to the quotation of shares on
the date of closing the fiscal year, when such shares are traded in organized securities markets X
ix. appreciation or depreciation of such stake, in the last 3 fiscal
years, according to the book value
X
x. appreciation or depreciation of such stake, in the last 3 fiscal
years, according to the market value, according to the quotations of shares on the date of closing each fiscal year, when such shares are traded in organized markets X
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 25 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
xi. amount of dividends received in the last 3 fiscal years X
xii. reasons for acquisition and maintenance of such stake X
9.2. Provide other information that the issuer deems relevant
10. Directors' comments
10.1. The directors must comment on15-16:
a. general financial and equity conditions b. capital structure
c. payment capacity regarding financial commitments assumed
d. financing sources for working capital and for investments in non-current assets used e. financing sources for working capital and for investments in non-current assets that it intends to use to cover liquidity deficiencies f. levels of indebtedness and the characteristics of such debts, describing further:
i. relevant loan and financing contracts
ii. other long-term relationships with financial institutions
iii. degree of subordination between debts
iv. eventual restrictions imposed on the issuer, in particular, regarding
debt limits and contracting of new debts, to the
15 When presenting the annual Reference Form, the information must refer to the last 3 financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. 16 Whenever possible, the directors must also comment in this field on the main known trends, uncertainties, commitments or events that may have a relevant effect on the financial and equity conditions of the issuer, and in particular, on its result, its revenue, its profitability, and on the conditions and availability of financing sources.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 26 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 distribution of dividends, to the alienation of assets, to the issuance of new securities and to the alienation of corporate control, as well as whether the issuer has been complying with these restrictions g. limits of contracted financing and percentages already used h. significant changes in each item of the financial statements
10.2. The directors must comment17-18:
a. results of the issuer's operations, in particular:
i. description of any important components of revenue
ii. factors that materially affected operational results
b. variations in revenues attributable to modifications of prices, exchange rates, inflation, volume changes and introduction of new products and services X
c. impact of inflation, price variation of main inputs and
products, exchange rate and interest rate on operational result and on the issuer's financial result, when relevant X
10.3. The directors must comment on the relevant effects that the events
below have caused or are expected to cause on the issuer's financial statements and its results:
a. introduction or alienation of an operating segment b. constitution, acquisition or alienation of corporate stake
c. unusual events or operations
10.4. The directors must comment19:
17 When presenting the annual Reference Form, the information must refer to the last 3 financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. 18 Whenever possible, the directors must also comment in this field on the main known trends, uncertainties, commitments or events that may have a relevant effect on the financial and equity conditions of the issuer, and in particular, on its result, its revenue, its profitability, and on the conditions and availability of financing sources.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 27 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 a. significant changes in accounting practices b. significant effects of changes in accounting practices
c. qualifications and emphases present in the auditor's report
10.5. The directors must indicate and comment on critical accounting policies
adopted by the issuer, exploring, in particular, accounting estimates made by the administration on uncertain and relevant issues for the description of the financial situation and results, which require subjective or complex judgments, such as: provisions, contingencies, revenue recognition, tax credits, long-term assets, useful life of non-current assets, pension plans, foreign currency conversion adjustments, environmental recovery costs, criteria for testing asset recovery and financial instruments X
10.6. The directors must describe relevant items not evidenced in the
issuer's financial statements, indicating20:
a. assets and liabilities held by the issuer, directly or indirectly, that do not appear in its balance sheet (off-balance sheet items), such as:
i. operating finance leases, assets and liabilities
ii. portfolios of receivables written off over which the entity maintains
risks and responsibilities, indicating respective liabilities
iii. contracts for future purchase and sale of products or services
iv. unfinished construction contracts
v. contracts for future financing receipts
19 When presenting the annual Reference Form, the information must refer to the last 3 fiscal years.
When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 20 When presenting the annual Reference Form, the information must refer to the latest financial statements closing the fiscal year. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 28 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 b. other items not evidenced in the financial statements
10.7. Regarding each of the items not evidenced in the financial statements
indicated in item 10.6, the directors must comment:
a. how such items alter or may come to alter revenues, expenses, the operational result, financial expenses or other items of the issuer's financial statements b. nature and purpose of the operation
c. nature and amount of obligations assumed and rights generated in
favor of the issuer resulting from the operation
10.8. The directors must indicate and comment on the main elements of the
issuer's business plan, exploring specifically the following topics:
a. investments, including:
i. quantitative and qualitative description of ongoing investments and
planned investments
ii. financing sources for investments
iii. relevant divestments ongoing and planned divestments
b. if already disclosed, indicate the acquisition of plants, equipment, patents or other assets that should materially influence the issuer's production capacity
c. new products and services, indicating:
i. description of ongoing research already disclosed
ii. total amounts spent by the issuer on research for
development of new products or services
iii. projects under development already disclosed
iv. total amounts spent by the issuer on the development of new
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 29 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 products or services
10.9. Comment on other factors that have influenced the operational performance
in a relevant manner and that have not been identified or commented on in the other items of this section
11. Projections21
11.1. The projections must identify:
a. object of the projection b. projected period and the validity period of the projection
c. assumptions of the projection, indicating which may be influenced by
the issuer's administration and which are beyond its control d. values of the indicators that are the subject of the forecast22
11.2. In the event that the issuer has disclosed, during the last 3 fiscal
years, projections on the evolution of its indicators:
a. inform which are being replaced by new projections included in the form and which of them are being repeated in the form b. regarding projections relating to periods already elapsed, compare the data projected with the actual performance of the indicators, indicating clearly the reasons that led to deviations in the projections
c. regarding projections relating to periods still in progress, inform whether the
projections remain valid on the date of submission of the form and, when appropriate, explain why they were abandoned or replaced
12. General assembly and administration
12.1. Describe the administrative structure of the issuer, as established
21 The disclosure of projections and estimates is optional. If the issuer has disclosed projections and estimates, they must be included in this section. 22 When presenting the annual Reference Form, the information must refer to the last 3 fiscal years. When presenting the Reference Form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 30 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 in its bylaws and internal regulations, identifying:
a. duties of each body and committee, identifying whether they have their own regulations b. date of installation of the fiscal council, if this is not permanent, and of creation of the committees X
c. performance evaluation mechanisms for each body or committee and its
members, identifying the method used
X d. regarding the members of the board of directors, their duties and individual powers
12.2. Describe the rules, policies and practices relating to general assemblies,
indicating:
X a. deadlines for calling X b. competencies X
c. addresses (physical or electronic) where documents relating to the
general assembly will be available to shareholders for analysis X d. identification and administration of conflicts of interest X e. request for proxies by the administration for the exercise of the right to vote X f. formalities necessary for acceptance of instruments of proxy granted by shareholders, indicating whether the issuer admits proxies granted by shareholders electronically X g. maintenance of forums and pages on the World Wide Web dedicated to receiving and sharing comments from shareholders on the agendas of assemblies X h. live transmission of video and/or audio of assemblies X
i. mechanisms intended to allow the inclusion, in the agenda, of proposals
formulated by shareholders
X
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 31 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
12.3. Describe the rules, policies and practices relating to the board of
administration, indicating:
X a. number of meetings held in the last fiscal year, discriminating between number of ordinary and extraordinary meetings X b. if they exist, the provisions of the shareholders' agreement that establish restriction or linkage to the exercise of the voting right of members of the council X
c. rules for identification and administration of conflicts of interest X
12.4. If it exists, describe the compromissory clause inserted in the bylaws
for the resolution of conflicts between shareholders and between them and the issuer through arbitration X
12.5. Regarding each of the administrators and members of the fiscal council
of the issuer, indicate, in table form:
a. name b. date of birth
c. profession
d. CPF or passport number e. elected office held f. date of election g. date of assumption of office h. term of office
i. other positions or functions held in the issuer
j. whether elected by the controller or not k. whether it is an independent member and, if so, what was the criterion used by the issuer to determine independence
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 32 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
l. number of consecutive terms
m. information about:
i. main professional experiences during the last 5 years,
indicating:
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 33 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
financial and remuneration committees, even if such committees or structures are not statutory23
12.8. With respect to each person who served as a member of the statutory committees, as well as the audit, risk, financial, and remuneration committees, even if such committees or structures are not statutory24, report, in table format, the percentage of participation in the meetings held by the respective body during the same period, which occurred after the assumption of office.
12.9. Report the existence of marital, stable union, or kinship relationships up to the second degree between:
X a. administrators of the issuer X b. (i) administrators of the issuer and (ii) administrators of direct or indirect subsidiaries of the issuer X
c. (i) administrators of the issuer or its direct or indirect subsidiaries and (ii) direct or indirect controllers of the issuer
X d. (i) administrators of the issuer and (ii) administrators of the direct and indirect holding companies of the issuer X
12.10. Report on subordination, service provision, or control relationships maintained, in the last 3 fiscal years, between administrators of the issuer and:
X a. a company controlled, directly or indirectly, by the issuer, with the exception of those in which the issuer holds, directly or indirectly, the entire share capital X b. direct or indirect controller of the issuer X
c. if relevant, supplier, client, debtor, or creditor of the issuer, of its subsidiary or holding companies or subsidiaries of any of these persons
X
23 The information provided in this item must cover audit, risk, financial, and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors. 24 The information provided in this item must cover audit, risk, financial, and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 34 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
12.11. Describe the provisions of any agreements, including insurance policies, that provide for the payment or reimbursement of expenses incurred by administrators, resulting from the repair of damages caused to third parties or to the issuer, of penalties imposed by state agents, or of agreements aimed at closing administrative or judicial processes, due to the exercise of their functions.
X
12.12. Report whether the issuer follows any code of corporate governance best practices, indicating, in the affirmative case, the code followed and the differentiated corporate governance practices adopted as a result thereof.
X
12.13. Provide other information that the issuer deems relevant.
13.1. Describe the remuneration policy or practice of the board of directors, statutory and non-statutory management, the statutory audit committee, the statutory committees, and the audit, risk, financial, and remuneration committees, addressing the following aspects25:
X a. objectives of the remuneration policy or practice X b. composition of remuneration, indicating: X
i. description of the elements of remuneration and the objectives of each of them
X
ii. with respect to the last 3 fiscal years, what is the proportion of each element in total remuneration
X
iii. calculation and adjustment methodology of each of the elements of remuneration
X
iv. reasons that justify the composition of remuneration X
v. the existence of non-remunerated members by the issuer and the reason for this fact
X
25 The information on the remuneration policy must cover audit, risk, financial, and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 35 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
c. main performance indicators that are taken into consideration in determining each element of remuneration
X d. how remuneration is structured to reflect the evolution of performance indicators X e. how the remuneration policy or practice aligns with the interests of the issuer in the short, medium, and long term X f. existence of remuneration supported by subsidiaries, holding companies, or direct or indirect controllers X g. existence of any remuneration or benefit linked to the occurrence of a specific corporate event, such as the alienation of corporate control of the issuer X
13.2. With respect to the remuneration recognized in the results of the last 3 fiscal years and that foreseen for the current fiscal year of the board of directors, statutory management, and the statutory audit committee, prepare a table with the following content26:
a. body b. total number of members
c. number of remunerated members
d. remuneration segregated into:
i. annual fixed remuneration, segregated into:
26 To avoid duplication, the values computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 36 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
ii. variable remuneration, segregated into:
13.3. With respect to the variable remuneration of the last 3 fiscal years and that foreseen for the current fiscal year of the board of directors, statutory management, and the statutory audit committee, prepare a table with the following content30:
X a. body X b. total number of members X
c. number of remunerated members X
27 This field must be filled in according to the definition of stock-based remuneration, paid in shares or money, according to accounting standards dealing with the subject. 28 To avoid duplication, the values computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body. 29 To avoid duplication, the values computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body. 30 To avoid duplication, the values computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 37 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
d. with respect to the bonus: X
i. minimum value foreseen in the remuneration plan X
ii. maximum value foreseen in the remuneration plan X
iii. value foreseen in the remuneration plan, if the established targets were met
X
iv. value effectively recognized in the results of the last 3 fiscal years
X e. with respect to profit sharing: X
i. minimum value foreseen in the remuneration plan X
ii. maximum value foreseen in the remuneration plan X
iii. value foreseen in the remuneration plan, if the established targets were met
X
iv. value effectively recognized in the results of the last 3 fiscal years
X
13.4. With respect to the stock-based remuneration plan of the board of directors and statutory management, in force in the last fiscal year and foreseen for the current fiscal year, describe:
X a. general terms and conditions X b. main objectives of the plan X
c. how the plan contributes to these objectives X
d. how the plan fits into the issuer's remuneration policy X e. how the plan aligns the interests of administrators and the issuer in the short, medium, and long term X f. maximum number of shares covered
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 38 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
g. maximum number of options to be granted X h. conditions for acquiring shares X
i. criteria for fixing the acquisition or exercise price X
j. criteria for fixing the exercise period X k. settlement method X
l. restrictions on the transfer of shares X
m. criteria and events that, when verified, will cause the suspension, alteration, or extinction of the plan X n. effects of the administrator's departure from the issuer's bodies on their rights foreseen in the stock-based remuneration plan X
13.5. With respect to the stock-based remuneration recognized in the results of the last 3 fiscal years and that foreseen for the current fiscal year, of the board of directors and statutory management, prepare a table with the following content31:
X a. body X b. total number of members X
c. number of remunerated members X
d. with respect to each grant of stock purchase options: X
i. grant date X
ii. quantity of options granted X
iii. period for the options to become exercisable X
iv. maximum period for exercising the options X
31 To avoid duplication, the values computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 39 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
v. restriction period on the transfer of shares X
vi. weighted average exercise price of each of the following groups of options:
X
13.6. With respect to the outstanding options of the board of directors and statutory management at the end of the last fiscal year, prepare a table with the following content32:
X a. body X b. number of members X
c. number of remunerated members X
d. with respect to the options not yet exercisable X
i. quantity X
ii. date on which they will become exercisable X
iii. maximum period for exercising the options X
iv. restriction period on the transfer of shares X
v. weighted average exercise price X
vi. fair value of the options on the last day of the fiscal year X
32 To avoid duplication, the values computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 40 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
e. with respect to exercisable options X
i. quantity X
ii. maximum period for exercising the options X
iii. restriction period on the transfer of shares X
iv. weighted average exercise price X
v. fair value of the options on the last day of the fiscal year X
vi. fair value of the total of options on the last day of the fiscal year X
13.7. With respect to the exercised options and delivered shares related to the stock-based remuneration of the board of directors and statutory management, in the last 3 fiscal years, prepare a table with the following content:
X a. body X b. number of members X
c. number of remunerated members
d. with respect to the exercised options, inform: X
i. number of shares X
ii. weighted average exercise price X
iii. total value of the difference between the exercise value and the market value of the shares related to the exercised options
X e. with respect to the delivered shares, inform: X
i. number of shares X
ii. weighted average acquisition price X
iii. total value of the difference between the acquisition value and the market value of the acquired shares
X
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 41 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
13.8. Summary description of the information necessary to understand the data disclosed in items 13.5 to 13.7, such as the explanation of the pricing method for the value of shares and options, indicating, at minimum:
X a. pricing model X b. data and assumptions used in the pricing model, including the weighted average price of shares, exercise price, expected volatility, option life, expected dividends, and the risk-free interest rate X
c. method used and assumptions assumed to incorporate the expected effects of early exercise
X d. method for determining expected volatility X e. if any other characteristic of the option was incorporated in the measurement of its fair value X
13.9. Report the quantity of shares or quotas directly or indirectly held, in Brazil or abroad, and other securities convertible into shares or quotas, issued by the issuer, its direct or indirect controllers, companies controlled or under common control, by members of the board of directors, statutory management, or the statutory audit committee, grouped by body33
X
13.10. With respect to the pension plans in force granted to the members of the board of directors and statutory directors, provide the following information in table format:
X a. body X b. number of members X
c. number of remunerated members X
d. name of the plan X
33 To avoid duplication, when the same person is a member of the board of directors and management, the securities held by them must be disclosed exclusively in the amount of securities held by the members of the board of directors.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 42 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
e. number of administrators who meet the conditions for retirement X f. conditions for early retirement X g. updated value of the accumulated contributions in the pension plan until the end of the last fiscal year, discounted by the portion related to contributions made directly by the administrators X h. total accumulated value of the contributions made during the last fiscal year, discounted by the portion related to contributions made directly by the administrators X
i. if there is the possibility of early withdrawal and what the conditions are X
13.11. In table format, indicate, for the last 3 fiscal years, with respect to the board of directors, statutory management, and the statutory audit committee34:
X a. body X b. number of members X
c. number of remunerated members X
d. value of the highest individual remuneration X e. value of the lowest individual remuneration X f. average value of individual remuneration (total remuneration divided by the number of remunerated members) X
13.12. Describe contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators in case of dismissal from office or retirement, indicating what the financial consequences are for the issuer.
X
13.13. With respect to the last 3 fiscal years, indicate the percentage of the total remuneration of each body recognized in the issuer's results regarding members of the board of directors, statutory management, or the statutory audit committee who are related parties to the controllers, direct or indirect, as defined by the accounting rules dealing with this subject.
34 To verify the values to be inserted in this item, use the criteria established in item 13.2.
INSTRUCTION CVM NO. 552, OF OCTOBER 9, 2014 43 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional Office of São Paulo: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo – SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Regional Office of Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília – DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
13.14. With respect to the last 3 fiscal years, indicate the values recognized in the issuer's results as remuneration of members of the board of directors, statutory management, or the statutory audit committee, grouped by body, for any reason other than the function they hold, such as commissions and consulting or advisory services provided.
X
13.15. With respect to the last 3 fiscal years, indicate the values recognized in the results of direct or indirect controllers, companies under common control, and subsidiaries of the issuer, as remuneration of members of the board of directors, statutory management, or the statutory audit committee of the issuer, grouped by body, specifying under what title such values were attributed to such individuals.
X
13.16. Provide other information that the issuer deems relevant.
14.1. Describe the issuer's human resources, providing the following information35:
X a. number of employees (total, by groups based on the activity performed and by geographic location) X b. number of outsourced workers (total, by groups based on the activity performed and by geographic location) X
c. turnover rate X
14.2. Comment on any relevant changes that occurred with respect to the numbers disclosed in item 14.1 above.
X
14.3. Describe the remuneration policies of the issuer's employees, informing:
X a. salary and variable remuneration policy X
35 When presenting the annual reference form, the information must refer to the last 3 fiscal years. When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 44 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 b. benefits policy X
c. characteristics of remuneration plans based on employees' non-managerial shares, identifying:
X
i. beneficiary groups X
ii. exercise conditions X
iii. exercise prices X
iv. exercise deadlines X
v. number of shares committed by the plan X
14.4. Describe the relationships between the issuer and unions, indicating whether there were strikes and stoppages in the last 3 social years
X
14.5. Provide other information that the issuer deems relevant
15. Control and economic group
15.1. Identify the controlling shareholder or group of controlling shareholders, indicating in relation to each of them36:
a. name b. nationality
c. CPF/CNPJ
d. number of shares held, by class and species e. percentage held in relation to the respective class or species f. percentage held in relation to the total share capital g. if it participates in a shareholders' agreement h. if the shareholder is a legal entity, a list containing the information referred to in sub-items “a” to “d” regarding its direct and indirect controllers, until
36 Whenever this item is updated, items 15.3 “d” and 19.2 must also be updated.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 45 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 the controllers who are natural persons, even if such information is treated as confidential by virtue of a legal transaction or by the legislation of the country in which the partner or controller is constituted or domiciled
i. if the shareholder is resident or domiciled abroad, the name or social denomination and the registration number in the Individual Taxpayer Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country
j. date of the last change
15.2. In table form, a list containing the following information about shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares and that are not listed in item 15.137:
X a. name X b. nationality X
c. CPF/CNPJ X
d. number of shares held, by class and species X e. percentage held in relation to the respective class or species and in relation to the total share capital X f. if it participates in a shareholders' agreement X g. if the shareholder is resident or domiciled abroad, the name or social denomination and the registration number in the Individual Taxpayer Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country X h. date of the last change X
15.3. In table form, describe the distribution of capital, as determined in the last general shareholders' meeting:
37 Whenever this item is updated, items 15.3 “d” and 19.2 must also be updated.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 46 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 a. number of individual shareholders b. number of legal entity shareholders38
c. number of institutional investors
d. number of shares in circulation, by class and species
15.4. Insert organizational chart of the issuer's shareholders and the economic group in which it is included, indicating:
a. all direct and indirect controllers and, if the issuer wishes, shareholders with participation equal to or greater than 5% of a class or species of shares b. main subsidiaries and affiliates of the issuer
c. issuer's participations in group companies
d. group companies' participations in the issuer e. main companies under common control
15.5. With respect to any shareholders' agreement filed at the issuer's headquarters or of which the controller is a party, regulating the exercise of voting rights or the transfer of shares issued by the issuer, indicate:
X a. parties X b. date of celebration X
c. term of validity X
d. description of clauses relating to the exercise of voting rights and control power X e. description of clauses relating to the indication of administrators or members of statutory committees X
38 Excluded is the legal entity shareholder that is an institutional investor.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 47 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 f. description of clauses relating to the transfer of shares and preference to acquire them X g. description of clauses that restrict or bind the voting rights of members of the board of directors39 X
15.6. Indicate relevant changes in the participations of the members of the control group and administrators of the issuer40 X
15.7. Describe the main corporate operations that occurred in the group that had a relevant effect on the issuer, such as incorporations, mergers, spin-offs, share incorporations, alienations and acquisitions of corporate control, acquisitions and alienations of important assets, indicating, when involving the issuer or any of its subsidiaries or affiliates41
:
a. event b. main business conditions
c. companies involved
d. effects resulting from the operation on the shareholding structure, especially, on the participation of the controller, of shareholders with more than 5% of the share capital and of the issuer's administrators e. corporate structure before and after the operation f. mechanisms used to guarantee equitable treatment among shareholders
15.8. Provide other information that the issuer deems relevant
16. Transactions with related parties
39 Reference to information provided in item 12.3 “b” may be included.
40 When presenting the annual reference form, the information must refer to the last 3 social years.
When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 social years and the current social year. 41 When presenting the annual reference form, the information must refer to the last 3 social years. When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 social years and the current social year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 48 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
16.1. Describe the issuer's rules, policies and practices regarding the conduct of transactions with related parties, as defined by the accounting rules that deal with this subject, indicating, if there is a formal policy adopted by the issuer, the locations where it can be consulted
X
16.2. With the exception of operations carried out between the issuer and companies in which it holds, directly or indirectly, the total share capital, inform, regarding transactions with related parties that, according to accounting standards, must be disclosed in the issuer's individual or consolidated financial statements and that were celebrated in the last social year or are in force in the current social year:
a. name of the related parties b. relationship of the parties with the issuer
c. date of the transaction
d. object of the contract e. if the issuer is creditor or debtor f. amount involved in the business g. existing balance h. amount corresponding to the interest of such related party in the business, if it is possible to ascertain
i. guarantees and insurance related
j. duration k. conditions for rescission or extinction
l. when such relationship is a loan or other type of debt, also inform:
i. nature and reasons for the operation
ii. interest rate charged
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 49 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
16.3. With respect to each of the transactions or set of transactions mentioned in item 16.2 above that occurred in the last social year: (a) identify the measures taken to deal with conflicts of interest; and (b) demonstrate the strictly commutative nature of the agreed conditions or the adequate compensatory payment
16.4. Provide other information that the issuer deems relevant
17. Share capital
17.1. Prepare a table containing the following information about the share capital:
a. issued capital, separated by class and species b. subscribed capital, separated by class and species
c. paid-up capital, separated by class and species
d. deadline for payment of the unpaid capital, separated by class and species e. authorized capital, informing quantity of shares, value and date of authorization f. titles convertible into shares and conditions for conversion
17.2. With respect to the issuer's capital increases, indicate42: X
a. date of the deliberation X b. body that deliberated the increase X
c. date of issuance X
d. total value of the increase X e. number of securities issued, separated by class and species X
42 When presenting the annual reference form, the information must refer to the last 3 social years.
When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 social years and the current social year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 50 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 f. issuance price X g. form of payment: X
i. money X
ii. if goods, description of the goods X
iii. if rights, description of the rights X
h. criterion used to determine the issuance value (art. 170, § 1º, of Law No. 6.404, of 1976) X
i. indication if the subscription was particular or public X
j. percentage that the increase represents in relation to the share capital immediately prior to the capital increase X
17.3. With respect to splits, consolidations and bonuses, inform in table form43:
X a. date of the deliberation X b. number of shares before approval, separated by class and species X
c. number of shares after approval, separated by class and species X
17.4. With respect to the issuer's capital reductions, indicate44: X
a. date of the deliberation X b. date of the reduction X
c. total value of the reduction X
d. number of shares cancelled by the reduction, separated by class and species X
43 When presenting the annual reference form, the information must refer to the last 3 social years.
When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 social years and the current social year. 44 When presenting the annual reference form, the information must refer to the last 3 social years. When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to the last 3 social years and the current social year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 51 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 e. value refunded per share X f. form of refund: X
i. money X
ii. if in goods, description of the goods X
iii. if in rights, description of the rights X
g. percentage that the reduction represents in relation to the share capital immediately prior to the capital reduction X h. reason for the reduction X
17.5. Provide other information that the issuer deems relevant
18. Securities
18.1. Describe the rights of each class and species of share issued: X
a. right to dividends X b. voting right X
c. convertibility into another class or species of share, indicating: X
i. conditions
ii. effects on share capital
d. rights in the repayment of capital e. right to participate in public offer for alienation of control f. restrictions on circulation g. conditions for alteration of the rights assured by such securities X h. possibility of share redemption, indicating: X
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 52 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
i. redemption scenarios X
ii. formula for calculating the redemption value X
i. other relevant characteristics X
j. foreign issuers must identify the differences between the characteristics described in items “a” to “i” and those normally attributed to similar securities issued by national issuers, differentiating which are specific to the described security and which are imposed by the rules of the issuer's country of origin or the country in which its securities are custodied X
18.2. Describe, if they exist, the statutory rules that limit the voting rights of significant shareholders or that oblige them to make a public offer
X
18.3. Describe exceptions and suspensive clauses relating to patrimonial or political rights provided for in the statute
X
18.4. In table form, inform trading volume as well as the daily average and highest and lowest quotes of securities traded on a stock exchange or organized over-the-counter market, in each of the quarters of the last 3 social years
X
18.5. Describe other securities issued in Brazil that are not shares and that have not matured or been redeemed, indicating:
a. identification of the security b. quantity
c. global nominal value
d. date of issuance e. outstanding debt balance at the date of closing of the last social year f. restrictions on circulation g. convertibility into shares or conferment of right to subscribe or purchase shares of the issuer, informing:
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 53 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
i. conditions
ii. effects on share capital
h. possibility of redemption, indicating:
i. redemption scenarios
ii. formula for calculating the redemption value
i. when the securities are debt, indicate, when applicable:
i. maturity, including the conditions for early maturity
ii. interest
iii. guarantee and, if real, description of the object property
iv. in the absence of guarantee, if the credit is unsecured or subordinated
v. eventual restrictions imposed on the issuer regarding:
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 54 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
18.7. With respect to each class and species of securities admitted to trading in foreign markets, indicate:
a. country b. market
c. market administrator entity in which the securities are admitted to trading
d. date of admission to trading e. if any, indicate the trading segment f. date of start of listing in the trading segment g. percentage of trading volume abroad in relation to the total trading volume of each class and species in the last year h. if any, proportion of depositary certificates abroad in relation to each class and species of shares
i. if any, depositary bank
j. if any, custodian institution
18.8. Describe titles issued abroad, when relevant, indicating, if applicable:
a. identification of the title, indicating the jurisdiction b. quantity
c. global nominal value
d. date of issuance e. outstanding debt balance at the date of closing of the last social year f. restrictions on circulation g. convertibility into shares or conferment of right to subscribe or purchase
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 55 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031 shares of the issuer, informing:
i. conditions
ii. effects on share capital
h. possibility of redemption, indicating:
i. redemption scenarios
ii. formula for calculating the redemption value
i. when the titles are debt, indicate:
i. maturity, including the conditions for early maturity
ii. interest
iii. guarantee and, if real, description of the object property
iv. in the absence of guarantee, if the credit is unsecured or subordinated
v. eventual restrictions imposed on the issuer regarding:
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 56 Sede: Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. Regional de São Paulo: Rua Cincinato Braga, 340/2º,3º e 4º Andares – Bela Vista – São Paulo – SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000 Regional de Brasília: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Andar – Brasília – DF – CEP:70712-900 – Brasil – Tel.: (61) 3327-2030/2031
18.9. Describe the public distribution offers made by the issuer or by third parties, including controllers and affiliated and controlled companies, relating to the issuer's securities45
18.10. If the issuer has made a public distribution offer of securities, indicate46:
X a. how the resources resulting from the offer were used X b. if there were relevant deviations between the effective application of the resources and the application proposals disclosed in the prospectuses of the respective distribution X
c. if there were deviations, the reasons for such deviations X
18.11. Describe the public acquisition offers made by the issuer relating to shares issued by third parties47 X
18.12. Provide other information that the issuer deems relevant
19. Share repurchase plans and treasury securities
19.1. With respect to the issuer's share repurchase plans, provide the following information48:
X a. dates of the deliberations that approved the repurchase plans X b. with respect to each plan, indicate: X
i. number of shares expected, separated by class and species X
45 When presenting the annual reference form, the information must refer to the last 3 fiscal years.
When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 46 When presenting the annual reference form, the information must refer to the last 3 fiscal years. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 47 When presenting the annual reference form, the information must refer to the last 3 fiscal years. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year. 48 When presenting the annual reference form, the information must refer to the plans approved in the last 3 fiscal years. When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the plans approved in the last 3 fiscal years and in the current fiscal year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 57 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
ii. percentage relative to the total shares in circulation, separated by class and species
X
iii. repurchase period X
iv. reserves and profits available for repurchase X
v. other important characteristics X
vi. number of shares acquired, separated by class and species X
vii. weighted average acquisition price, separated by class and species X
viii. percentage of shares acquired relative to the total approved X
19.2. Regarding the movement of securities held in treasury, in table format, segregated by type, class, and species, indicate the quantity, total value, and weighted average acquisition price of the following49:
X a. initial balance X b. acquisitions X
c. disposals X
d. cancellations X e. final balance X
19.3. Regarding securities held in treasury at the end of the last fiscal year, indicate, in table format, on a monthly basis, segregated by type, class, and species:
X a. quantity X b. weighted average acquisition price X
c. percentage relative to the securities in circulation of the same class X
49 When presenting the annual reference form, the information must refer to the last 3 fiscal years.
When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 58 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
and species
19.2. Regarding securities held in treasury, in table format, segregated by type, class, and species, indicate50:
X a. initial quantity X b. acquired quantity X
c. weighted average acquisition price X
d. disposed quantity X e. weighted average disposal price X f. cancelled quantity X g. final quantity X h. percentage relative to the securities in circulation of the same class and species X
19.3. Provide other information that the issuer deems relevant
19.4. Provide other information that the issuer deems relevant
19.4. REVOKED
50 When presenting the annual reference form, the information must refer to the last 3 fiscal years.
When presenting the reference form due to a request for registration of public distribution of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 59 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031 informing:
a. approval date X b. related persons X
c. main characteristics X
d. provision of trading blackout periods and description of procedures adopted to monitor trading during such periods X e. locations where the policy can be consulted X
20.4. Provide other information that the issuer deems relevant
Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
Annex B to CVM INSTRUCTION No. 552, of October 9, 2014
ANNEX 30-XXXII
Communication regarding capital increase deliberated by the board of directors Art. 1 The issuer must disclose to the market the value of the increase and the new share capital, and whether the increase will be carried out through:
I – conversion of debentures or other debt instruments into shares; II – exercise of subscription rights or subscription bonuses; III – capitalization of profits or reserves; or IV – subscription of new shares. Sole paragraph. The issuer must also:
I – explain, in detail, the reasons for the increase and its legal and economic consequences; and II – provide a copy of the audit committee's opinion, if applicable.
Art. 2 In case of capital increase through subscription of shares, the issuer must:
I – describe the destination of the resources; II – inform the number of shares issued of each species and class; III – describe the rights, advantages, and restrictions attributed to the shares to be issued; IV – inform whether related parties, as defined by the accounting rules dealing with this matter, will subscribe to shares in the capital increase, specifying the respective amounts, when these amounts are already known; V – inform the issue price of the new shares;
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 61 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
VI – inform the par value of the issued shares or, in the case of no-par value shares, the portion of the issue price that will be allocated to the capital reserve; VII – provide the administrators' opinion on the effects of the capital increase, especially regarding the dilution caused by the increase; VIII – inform the criterion for calculating the issue price and justify, in detail, the economic aspects that determined its choice; IX – if the issue price was 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; X – provide a copy of all appraisals and studies that supported the fixing of the issue price; XI – inform the quotation of each of the species and classes of the issuer's shares in the markets where they are traded, identifying:
a) minimum, average, and maximum quotation of each year, in the last 3 (three) years; b) minimum, average, and maximum quotation of each quarter, in the last 2 (two) years; c) minimum, average, and maximum quotation of each month, in the last 6 (six) months; and d) average quotation in the last 90 (ninety) days; XII – inform the issue prices of shares in capital increases carried out in the last 3 (three) years; XIII – present the percentage of potential dilution resulting from the issuance; XIV – inform the deadlines, conditions, and method of subscription and payment of the issued shares; XV – inform whether shareholders will have preemptive rights to subscribe to the new shares issued and detail the terms and conditions subject to this right; XVI – inform the administration's proposal for the treatment of any surplus;
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 62 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
XVII – describe, in detail, the procedures that will be adopted, in case there is provision for partial homologation of the capital increase; and XVIII – if the issue price of the shares can be, totally or partially, realized in goods:
a) present a complete description of the goods that will be accepted; b) clarify the relationship between the goods and their corporate purpose; and c) provide a copy of the appraisal of the goods, if available.
Art. 3 In case of capital increase through capitalization of profits or reserves, the issuer must:
I – inform whether it will imply a change in the par value of the shares, if existing, or distribution of new shares among shareholders; II – inform whether the capitalization of profits or reserves will be carried out with or without modification of the number of shares, in companies with no-par value shares; III – in case of distribution of new shares:
a) inform the number of shares issued of each species and class; b) inform the percentage that shareholders will receive in shares; c) describe the rights, advantages, and restrictions attributed to the shares to be issued; d) inform the acquisition cost, in reais per share, to be attributed so that shareholders can comply with art. 10 of Law 9.249, of December 26, 1995; and e) inform the treatment of fractions, if applicable; IV – inform the deadline provided in § 3 of art. 169 of Law 6.404, of 1976; and V – inform and provide the information and documents provided in art. 2 above, when applicable.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 63 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
Art. 4 In case of capital increase by conversion of debentures or other debt instruments into shares or by exercise of subscription bonuses, the issuer must:
I – inform the number of shares issued of each species and class; and II – describe the rights, advantages, and restrictions attributed to the shares to be issued.
Art. 5 The provisions of arts. 1 to 4 of this Annex do not apply to capital increases resulting from an option plan, in which case the issuer must inform:
I – date of the shareholders' meeting in which the option plan was approved; II – value of the capital increase and the new share capital; III – number of shares issued of each species and class; IV – issue price of the new shares; V – quotation of each of the species and classes of the issuer's shares in the markets where they are traded, identifying:
a) minimum, average, and maximum quotation of each year, in the last 3 (three) years; b) minimum, average, and maximum quotation of each quarter, in the last 2 (two) years; c) minimum, average, and maximum quotation of each month, in the last 6 (six) months; and d) average quotation in the last 90 (ninety) days; VI – percentage of potential dilution resulting from the issuance.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 64 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
Annex C to CVM INSTRUCTION No. 552, of October 9, 2014
ANNEX 30-XXXIII
Communication regarding transactions with related parties Art. 1 This annex applies:
I – to the transaction or set of related transactions, whose total value exceeds the lower of the following values:
a) R$50,000,000.00 (fifty million reais); or b) 1% (one percent) of the issuer's total assets; and II – at the discretion of the administration, to the transaction or set of related transactions whose total value is lower than the parameters provided in item I, taking into account:
a) the characteristics of the operation; b) the nature of the related party's relationship with the issuer; and c) the nature and extent of the related party's interest in the operation. Sole paragraph. The value of the total assets provided in item I must be calculated based on the latest financial statements or, if available, the latest consolidated financial statements disclosed by the issuer.
Art. 2 The issuer must disclose to the market the following information regarding transactions with related parties that fall within the criteria of art. 1:
I – description of the transaction, including:
a) the parties and their relationship with the issuer; and b) the object and the main terms and conditions.
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 65 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
II – if, when, in what form, and to what extent the counterparty in the transaction, its partners, or administrators participated in the process:
a) decision of the issuer regarding the transaction, describing this participation; and b) negotiation of the transaction as representatives of the issuer, describing this participation; III – detailed justification of the reasons why the issuer's administration considers that the transaction observed commutative conditions or provides for adequate compensatory payment, informing for example:
a) if the issuer requested proposals, conducted any bidding procedure, or tried in any other way to carry out the transaction with third parties, specifying, in the negative case, the reasons why it did not do so or, in the affirmative case, the procedures carried out and their results; b) the reasons that led the issuer to carry out the transaction with the related party and not with third parties; and c) the detailed description of the measures taken and procedures adopted to ensure the commutativity of the operation. Sole paragraph. If the transaction in question is a loan granted by the issuer to the related party, the information provided in the main text must necessarily include:
I – explanation of the reasons why the issuer opted to grant it, indicating the guarantees eventually required; II – brief analysis of the borrower's credit risk, including independent risk classification, if available; III – description of how the interest rate was fixed, considering the market risk-free rate and the borrower's credit risk; IV – comparison of the loan's interest rate with other similar applications existing in the market, explaining the reasons for any discrepancies; V – comparison of the loan's interest rate with the rates of other loans received by the
INSTRUÇÃO CVM Nº 552, DE 9 DE OUTUBRO DE 2014 66 Headquarters: Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 – http://www.cvm.gov.br. São Paulo Regional: Rua Cincinato Braga, 340/2º, 3º and 4º Floors – Bela Vista – São Paulo - SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 Brasília Regional: SCN Q.02 – Bl. A – Ed. Corporate Financial Center – S.404/4º Floor – Brasília - DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031
borrower, explaining the reasons for any discrepancies; VI – description of the transaction's impact on the issuer's financial liquidity condition and debt level.
Art. 3 For the purposes of this annex:
I – the expression “issuer” also covers companies directly and indirectly controlled by the issuer; and II – “transactions with related parties” are understood as those defined in the accounting rules dealing with this matter, with the exception of the following, which do not need to be subject to disclosure:
a) transactions between the issuer and its direct and indirect subsidiaries, except in cases where there is participation in the subsidiary's share capital by the direct or indirect controllers of the issuer, its administrators, or persons related to them; b) transactions between direct and indirect subsidiaries of the issuer, except in cases where there is participation in the subsidiary's share capital by the direct or indirect controllers of the issuer, its administrators, or persons related to them; and c) remuneration of administrators. III – “related transactions” is understood as the set of similar transactions that have a logical relationship with each other due to their object or parties, such as:
a) subsequent transactions resulting from a first transaction already carried out, provided that this has established its main conditions, including the values involved; and b) transactions of continuing duration that encompass periodic installments, provided that the values involved are already known.
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Amended 1 time · last 2015-09-17
This document amends: CVM Instruction No. 481 of December 17, 2009 (Revoked), CVM Instruction 480 (Repealed) - Registration of Issuers of Securities Admitted to Trading on Regulated Markets, CVM Instruction No. 358 of January 3, 2002 (Revoked)
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