CVM Instruction No. 556 of January 22, 2015 (Repealed)

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

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015

Amends provisions of CVM Instruction No. 265, of July 18, 1997, and CVM Instruction No. 427, of January 27, 2006.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Board, in a meeting held on January 14, 2015, based on arts. 1, item I, and 3, item I, subparagraphs “a” and “c”, of Decree-Law No. 2.298, of November 21, 1986, APPROVED the following Instruction:

Art. 1. Arts. 1, 2, 3, 7, 10, 11, 12, 13, 14, 17, 27, 32, 34 and 38 of CVM Instruction No. 265, of July 18, 1997, shall enter into force with the following wording:

“Art. 1. ...
...
§1. The provisions of this Instruction also apply to companies that received resources under the terms of the legislation referred to in subparagraphs “c” to “e” of the sole paragraph of Article 1 of Decree-Law No. 1.376/74. ... §3. ... b) receive or have received resources solely in the form of Article 18 of Decree-Law No. 1.376/74, or Article 9 of Law No. 8.167, of January 16, 1991; c) in exchange for the resources received from regional investment funds, issue exclusively simple debentures or have issued debentures convertible into shares, the term for conversion of which has expired; ... “Art. 2. ...

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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 ... §3. ... ... b) have been excluded from the tax incentive system by the Ministry of National Integration, for reasons such as cancellation, expiration, suspension, and withdrawal; c) are suspended after the implementation of the project, as per information from the Ministry of National Integration. ...” (New wording)

“Art. 3. ...
...
II – Consolidated and updated bylaws, and a nominal list of shareholders, indicating the number of shares held by them, by type and class.
...
V – Report from the independent auditor, duly registered with the CVM, regarding the financial statements of the last fiscal year, or prepared at a date subsequent to its closing. VI – Consolidated financial statements, prepared in accordance with current legislation (Law No. 6.404/76, Articles 249 and 250, and CVM Instruction No. 247, of March 27, 1996), accompanied by explanatory notes and the report from the independent auditor, referring to the last fiscal year, or prepared at a date subsequent to its closing. VII – Financial statements, including, if applicable, consolidated statements, accompanied by explanatory notes and the report from the independent auditor, prepared at a date that precedes by a maximum of 3 (three) months the registration request with the CVM, when:

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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 ... IX – In the case of hiring share registry services, a copy of the contract signed with the financial institution for this purpose. ... XI – Copies of minutes from all board of directors meetings that elected or dismissed company directors, held in the 12 (twelve) months prior to the date of the registration request with the CVM. XII – Updated registration data, containing at least the following information:

a) company name and telephone and full address of its headquarters, as well as, if applicable, electronic address and alternative address in a more easily accessible location; b) registration number in the National Registry of Legal Entities of the Ministry of Finance; c) name of the president or director responsible for contact with the CVM and telephone and fax numbers and email address; d) composition of the administrative bodies and the audit committee, if the latter is in operation, discriminating, by body:

1. each of its members;
2. the date of their election; and
3. the expected date for the end of their term.
   e) indication of the share registry service provider, in the case of hiring a financial institution for this purpose.
   §1. The simplified registration request, provided for in §5 of Art. 2 of this Instruction, shall be accompanied by the following documents:

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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 I - financial statements of the last fiscal year, duly audited by an independent auditor registered with the CVM; II – nominal list of shareholders and their respective shareholdings, as of September 10, 1989, and as of October 31, 1997; III – minutes of the last ordinary general meeting of shareholders; and IV – minutes of the shareholders' general meeting that decided on the cancellation of the registration. § 2. To comply with the provisions of items III and VI of the caput, audit reports containing modified opinions on material misstatements in the financial statements will not be accepted.” (New wording)

“Art. 7. ...
I – Send to the CVM, through an electronic system available on the CVM’s website on the worldwide computer network, to the operating bank of the investment funds and to the self-regulatory entity in which its securities are admitted to trading, the periodic and occasional information provided for in Articles 12 and 13 of this Instruction. ...”(New wording)

“Art. 10...
Sole Paragraph. The provisions regarding the disclosure and use of information on material acts or facts apply to companies registered in accordance with this Instruction.”(New wording)

“Art. 11. It is incumbent upon the administrators, controlling shareholders of the companies registered in accordance with this Instruction, and anyone who, by virtue of their position, function, role, or profession, has knowledge of information relating to a material act or fact, to keep it confidential until its effective disclosure to the market, in accordance with the specific regulations regarding the disclosure and use of information on material acts or facts. ...”(New wording)

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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

“Art. 12. ...
I – Financial statements and, if applicable, consolidated statements, accompanied by the management report and the report from the independent auditor registered with the CVM:
...
III – REPEALED.
...
V – REPEALED.
VI – Updated registration data referred to in item XII of Art. 3 of this Instruction by May 31 of each year.
...
§2. A company in judicial or extrajudicial reorganization or bankrupt shall present only the information forwarded to the Judiciary, in the periodicity determined by it.”(New wording)

“Art. 13. The company benefiting from resources originating from tax incentives shall provide, in the form of Article 7, item I, of this Instruction, the following information, within the specified deadlines:
...
V – Communication on material acts or facts, in accordance with Article 157, §4 of Law No. 6.404/76 and the specific regulation regarding the disclosure and use of information on material acts or facts, immediately after its occurrence. VI – Initial petition for judicial reorganization or homologation of the extrajudicial reorganization plan, with all documents supporting it, on the same day of filing with the court.

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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

VII – Judgment denying or granting the request for judicial reorganization, homologation of the extrajudicial reorganization plan, or bankruptcy request, on the same day the company becomes aware of it. ... X – Changes in the registration data referred to in item XII of Art. 3 and VI of Art. 12 of this Instruction, within 10 (ten) days from the date of said change. XI – Consolidated bylaws, within 10 (ten) days from the date of the assembly that decided on the amendment of the bylaws. XII – Copies of minutes from board of directors meetings that elected or dismissed company directors or that contain deliberations intended to produce effects vis-à-vis third parties, within 10 (ten) days from their holding.”(New wording)

“Art. 14. In accordance with the specific regulations on the subject, the company benefiting from resources originating from tax incentives is subject to a daily fine, due to non-compliance with the deadlines provided for in this Instruction for the submission of periodic information, in the amount of R$ 100.00 (one hundred reais), without prejudice to the power attributed to the CVM and self-regulatory entities to suspend the trading of securities, the responsibility of the administrators, in accordance with Decree-Law No. 2.298, of 1986, and any penalties to be applied by the Ministry of National Integration or by the operating banks. Sole Paragraph. The collection of the penalty fine in accordance with the caput shall be applied to information whose deadline for submission occurs from January 1, 2016.” (New wording)

“Art. 17. Trading in securities issued by a company registered in accordance with this Instruction is prohibited for administrators, controlling shareholders, or anyone who, by virtue of their position, function, role, or profession, has knowledge of information relating to a material act or fact, before its communication to the market, in the form provided for in Article 10 of this Instruction and in the specific regulation regarding the disclosure and use of information on material acts or facts.”(New wording)

“Art. 27. ...
...
VIII – Address, telephone and fax of the issuing company.”(New wording)

“Art. 32. Constitutes a serious offense, for the purposes provided for in §3 of Article 11 of Law No. 6.385/76, combined with item III of Article 3 of Decree-Law No. 2.298/86:
I – Failure to observe the deadline fixed in Article 132 of Law No. 6.404/76 for holding the Ordinary General Meeting.
II – Failure by the company administrator to communicate material acts or facts and to respond to requests for other information solicited by the CVM (Article 13, items V and IX of this Instruction). III – Failure to comply with the provisions of Article 17 of this Instruction. IV – Obstruction of the CVM’s supervisory action.”(New wording)

“Art. 34. If the securities issued by the companies covered by this Instruction are acquired by a Conversion Fund - Foreign Capital (Incentivized Area), the provisions of the specific regulation governing Conversion Funds shall be observed.”(New wording)

“Art. 38. The CVM may establish agreements with the Ministry of National Integration and with the operating banks, for the purpose of administering the registration referred to in this Instruction.”(New wording)

Art. 2. Arts. 2, 3 and 5 of CVM Instruction No. 427, of January 27, 2006, shall enter into force with the following wording:

“Art. 2. ...
...
§1. The ex officio cancellation of the registration of an incentivized company resulting from items I, II and III shall be disclosed by a notice made available on the CVM’s website on the worldwide computer network.

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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

§2. The ex officio cancellation of the registration of an incentivized company resulting from item IV shall be communicated to the company by notification, via mail, with acknowledgment of receipt (AR), sent to the last address of the company recorded in the CVM’s records, as well as disclosed by a notice made available on the CVM’s website on the worldwide computer network. ...”(New wording)

“Art. 3. The suspension of the registration of an incentivized company shall be effected by the Superintendence of Corporate Relations when the company has been more than 12 (twelve) months in arrears with the obligation to provide information to the CVM. §1. The suspension of the registration of an incentivized company shall be communicated to the company by notification, via mail, with acknowledgment of receipt (AR), sent to the last address of the company recorded in the CVM’s records, as well as disclosed by a notice made available on the CVM’s website on the worldwide computer network. ...”(New wording)

“Art. 5
...
...
IV – Superintendence for the Development of the Northeast – SUDENE; V – Superintendence for the Development of the Amazon – SUDAM; VI – Ministry of National Integration; and ...”(New wording)

Art. 3. Items III and V of Art. 12 of CVM Instruction No. 265, of July 18, 1997, are repealed.

Art. 4. This Instruction enters into force on the date of its publication.

CVM INSTRUCTION NO. 556, OF JANUARY 22, 2015 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

Original signed by
LEONARDO P. GOMES PEREIRA
President