Rule · CVM · 7 Apr 2015
Open companies must make remote voting ballots available up to one month before meetings, specifying deadlines for custodians and registrars. Shareholders must submit ballots at least seven days prior, while companies must disclose capital increase and related-party transaction communications within seven business days. Fiduciary agents must report within four months of fiscal year-end. The investor relations director ensures compliance, and companies must retain ballots for five years, with minutes recording detailed voting outcomes.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 WITH THE CHANGES INTRODUCED BY CVM INSTRUCTION NO. 570/15.
Amends and adds provisions to CVM Instruction No. 480, of December 7, 2009, and to CVM Instruction No. 481, of December 17, 2009.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes it known that the Collegiate Board, in a meeting held on April 1, 2015, based on the provisions of Art. 1, item VI; Art. 8, item I; Art. 22, § 1, items I and VIII; and Art. 24 of Law No. 6,385, of December 7, 1976, Arts. 27; 34, § 2; 100, § 2; 121, sole paragraph; 123, sole paragraph, item “c”; 127, sole paragraph; and 291 of Law No. 6,404, of December 15, 1976, and Arts. 22 to 27 of Law No. 12,810, of May 15, 2013,
APPROVED the following Instruction:
Art. 1 Arts. 21, 30 and 31 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:
“Art. 21. ...
...
XI – report referred to in Art. 68, § 1, 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; 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; and XIII – final synthetic voting maps relating to the ordinary general meeting, in the form established by specific regulation. ... § 6 The minutes of the ordinary general meeting must indicate how many approvals, rejections, and abstentions each deliberation received, as well as the number of votes conferred on each candidate, when there is an election of a member to the board of directors or to the fiscal council.” (NR)
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 2
“Art. 30. ...
...
XXXII – communication regarding capital increase approved 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 date of the disclosure of the minutes of the board of directors meeting or within 7 (seven) business days from the date of the meeting of said body, whichever occurs first; XXXIII – communication regarding transactions between related parties, in accordance with the provisions of Annex 30-XXXIII, within 7 (seven) business days from the occurrence; XXXIV – communication regarding the adoption of the multiple voting process in a general meeting, immediately after receipt of the first valid request in accordance with Art. 141 of Law No. 6,404, of 1976; and XXXV – final synthetic voting maps relating to the extraordinary general meeting, in the form established by specific regulation. ... § 4 The minutes of the extraordinary general meeting must indicate how many approvals, rejections, and abstentions each deliberation received, as well as the number of votes conferred on each candidate, when there is an election of a member to the board of directors or to the fiscal council.” (NR)
“Art. 31. ...
...
XXII – internal regulations of the statutory audit committee and any amendments, within 7 (seven) business days from its installation or from the approval of the amendments by the board of directors;
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 3
XXIII – consolidated articles of incorporation, within 7 (seven) business days from the date of the meeting that approved the amendment to the articles; and XXIV – communication regarding the adoption of the multiple voting process in a general meeting, immediately after receipt of the first valid request in accordance with Art. 141 of Law No. 6,404, of 1976. Sole paragraph. §§ 1 to 4 of Art. 30 apply to this article.” (NR)
Art. 2 Item 12.2 of Annex 24 to CVM Instruction No. 480, of 2009, shall enter into force with the following wording:
“12.2. ...
... f. formalities necessary for the acceptance of proxies granted by shareholders, indicating whether the issuer requires or waives signature recognition, notarization, consularization, and sworn translation, and whether the issuer accepts proxies granted by shareholders electronically; g. formalities necessary for the acceptance of the remote voting ballot, when sent directly to the company, indicating whether the issuer requires or waives signature recognition, notarization, and consularization; h. whether the company provides an electronic system for receiving the remote voting ballot or for remote participation;
i. instructions for shareholders or groups of shareholders to include deliberation proposals, slates, or candidates for members of the board of directors and the fiscal council in the remote voting ballot;
j. whether the company provides forums and web pages intended to receive and share shareholders' comments on the agendas of meetings; k. other information necessary for remote participation and the exercise of the right to remote voting” (NR)
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 4
Art. 3 CVM Instruction No. 480, of 2009, shall enter into force supplemented by Section IV to Chapter III, with the following wording:
“Section IV – Books
Art. 31-A. The issuer may replace the following books provided for in Law No. 6,404, of 1976, with mechanized or electronic records, provided they are stored securely and can be printed on paper in a legible manner at any time:
I – register of registered shares;
II – transfer of registered shares;
III – minutes of general meetings; and
IV – attendance of shareholders.” (NR)
Art. 4 The summary of CVM Instruction No. 481, of December 17, 2009, shall enter into force with the following wording:
“Provides for information, public requests for proxies, remote participation, and voting in shareholders' meetings.” (NR)
Art. 5 Arts. 1 and 31 of CVM Instruction No. 481, of 2009, shall enter into force with the following wording:
“Art. 1 ...
...
II – information and documents relating to matters to be deliberated; III – remote participation and voting; and IV – public requests for proxies to exercise the right to vote.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 5
Sole paragraph. This Instruction applies exclusively to open companies registered in category A and authorized by a market administrator entity for the trading of shares on a stock exchange.” (NR)
“Art. 31. ...
...
§ 3 The company that hires third parties to use the system referred to in the main text remains responsible for ensuring compliance with the provisions of this Chapter IV.” (NR)
Art. 6 Arts. 6, 7, 9, 10 and 34 of CVM Instruction No. 481, of 2009, shall enter into force with the following wording:
“Art. 6 ...
I – the information and documents provided for in the other articles of this Chapter III and in Chapter III-A; and ...” (NR)
“Art. 7 The investor relations director is responsible for providing the information and documents required of the company in Chapter III and in Chapter III-A, as well as for ensuring compliance by the company with the provisions of Art. 2 of this Instruction. ... § 2 The obligation provided for in § 1 also extends to:
I – members of the fiscal council, if they request the administration to convene the general meeting or do so directly, in the cases provided for in the sole paragraph of Art. 123 of Law No. 6,404, of 1976; and II – non-controlling shareholders, in the cases referred to in the previous item and when they request the inclusion of proposals in the remote voting ballot, in accordance with Section IV of Chapter III-A of this Instruction.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 6
§ 3 Shareholders, administrators, and members of the fiscal council are responsible to the CVM for the information they provide to the company in accordance with §§ 1 and 2 of this article.” (NR)
“Art. 9 ...
...
IV – opinion of the independent auditors;
V – opinion of the fiscal council, including dissenting votes, if any; and VI – the remote voting ballot, referred to in Art. 21-F.
Sole paragraph. Until the date provided for in the main text, the company must also provide the following documents:
...” (NR)
“Art. 10. Whenever the general meeting is convened to elect administrators or members of the fiscal council, the company must provide:
I – at minimum, the information indicated in items 12.5 to 12.10 of the reference form, relating to the candidates indicated or supported by the administration or by controlling shareholders; and II – the remote voting ballot, in the cases referred to in Art. 21-A.” (NR)
“Art. 34. ...
I – the violation of the obligations provided for in Art. 2 and in Arts. 8 to 21, 21-A to 21-C, 21-E to 21-L, 21-N to 21-X, and 26 to 32 of this Instruction; and ...” (NR)
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 7
Art. 7 CVM Instruction No. 481, of 2009, shall enter into force supplemented by Chapter III-A, with the following wording:
“CHAPTER III-A – REMOTE VOTING
Section I – General Rules
Art. 21-A. The shareholder may exercise voting rights in general meetings by filling out and delivering the remote voting ballot.
§ 1 Up to 1 (one) month before the date scheduled for the holding of the meeting, the company must make the remote voting ballot available:
I – in the case of the ordinary general meeting; and II – whenever the general meeting is convened to deliberate on the election of members:
a) of the fiscal council; or b) of the board of directors, when the election is necessary due to a vacancy in the majority of the board's positions, due to a vacancy in a board that was elected by multiple voting, or to fill vacancies dedicated to separate election as provided for in Arts. 141, § 4, and 239 of Law No. 6,404, of 1976. § 2 Without prejudice to the provisions of item II of § 1, the company may make the remote voting ballot available in the case of any extraordinary general meeting, observing the deadlines and conditions established in this Chapter III-A, except for Section IV.
Art. 21-B. The remote voting ballot must be received up to 7 (seven) days before the date of the meeting and may be sent by the shareholder:
I – directly to the company, by postal or electronic mail, in accordance with the guidelines contained in item 12.2 of the reference form; or II – by transmission of filling instructions to service providers qualified to provide services for collecting and transmitting filling instructions for the remote voting ballot, namely:
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 8
a) the shareholder's custodian, if the shares are deposited in a central depository; or b) the financial institution hired by the company to provide securities registration services, in accordance with Arts. 27 and 34, § 2, of Law No. 6,404, of 1976, and specific regulation on the subject, if the shares are not deposited in a central depository. § 1 Only custodians and registrars that are participants of a central depository may provide services for collecting and transmitting filling instructions for the remote voting ballot. § 2 If operationally feasible, companies and service providers may grant shareholders a more favorable deadline than that established in the main text for the receipt of filling instructions or the remote voting ballot, provided that:
I – they disclose the deadline for receiving the filling instructions or remote voting ballot:
a) on their web pages, in the case of service providers; and b) in item 4 of the remote voting ballot, in the case of companies; and II – they do so indiscriminately for all shareholders. § 3 The central depository may define rules and operational procedures for the organization and functioning of activities related to the collection and transmission of filling instructions for the remote voting ballot in accordance with specific regulation on the subject. § 4 The provision of the service for collecting and transmitting filling instructions for the remote voting ballot is mandatory for registrars and central depositories and optional for custodians. § 5 Open companies that do not hire a financial institution to provide securities registration services must comply with the obligations attributed to registrars by this Chapter.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 9
Art. 21-C. Without prejudice to the provisions of Art. 21-B, the company may make an electronic system available to shareholders for:
I – sending the remote voting ballot; or
II – remote participation during the meeting.
§1 The electronic system referred to in the main text must ensure, at minimum:
I – the registration of shareholder attendance; and II – the registration of their respective votes.
§2 If providing an electronic system for remote participation during the meeting, the company must offer the shareholder the following alternatives:
I – to simply attend the meeting, if they have already sent the remote voting ballot; or II – to attend and vote in the meeting, in which case all voting instructions received via remote voting ballot for that shareholder, identified by their Individual Taxpayer Registry number – CPF or National Registry of Legal Entities number – CNPJ, must be disregarded. §3 The provisions of §2 do not prevent companies from broadcasting their general meetings via widely accessible communication media, such as the World Wide Web.
Art. 21-D. The company may hire third parties to administer, on its behalf, the receipt, processing, and provision of means for exercising remote voting, but remains responsible for compliance with the provisions of this Instruction.
Art. 21-E. The company, the registrar, and the custodian are obliged to retain, for a minimum period of 5 (five) years, or for a longer period if expressly determined by the CVM in the event of an administrative proceeding, the filling instructions or remote voting ballots received in accordance with this Section.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 10
Section II – Remote Voting Ballot
Art. 21-F. The remote voting ballot is an electronic document whose format reflects Annex 21-F.
§ 1 The remote voting ballot must contain:
I – all matters on the agenda of the general meeting to which it refers; II – guidelines on the possibility of direct submission to the company and mention of the possibility of using authorized service providers; III – guidelines on sending it by postal or electronic mail, when the shareholder chooses to send it directly to the company; IV – guidelines on the formalities necessary for the vote sent directly to the company to be considered valid, observing the provisions of §§ 2 and 3 of Art. 30, insofar as applicable. § 2 In addition to guidelines for receipt by postal or electronic mail, the company must include in the remote voting ballot guidelines on the electronic system for meeting participation, if such form of participation is admitted. § 3 The company must make the remote voting ballot available to shareholders in a printable and manually fillable version, through an electronic system on the CVM website and also on its own web page. § 4 The information and documents provided for in Arts. 8 to 21 of this Instruction must be made available on the same date as the disclosure of the remote voting ballot.
Art. 21-G. The description of matters to be deliberated in the meeting in the remote voting ballot:
I – must be prepared in clear, objective language that does not mislead the shareholder; II – must contain, at most, 2,100 (two thousand one hundred) characters, including spaces, per matter to be deliberated;
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 11
III – must be formulated as a proposal and indicate its author, so that the shareholder only needs to approve, reject, or abstain; IV – may contain links to web pages where the proposals are described in more detail or that contain the documents provided for in Arts. 8 to 21 of this Instruction, supplementary information, and translations into other languages. § 1 The company's administration may remove from the agenda matters that have been proposed by the company or the controller at any time, even after the disclosure of the remote voting ballot, provided that it communicates the removal to the market, justifying the reasons that led to such a measure. § 2 Votes that have already been cast for a removed deliberation proposal will be disregarded.
Section III – Election of Members of the Board of Directors and Members of the Fiscal Council
Art. 21-H. The remote voting ballot dealing with the election of a member of the board of directors must give the shareholder the option to indicate whether they wish to participate in the general election or in the separate election provided for in Arts. 141, § 4, and 239 of Law No. 6,404, of 1976.
Art. 21-I. When it concerns the general election of members of the board of directors, the remote voting ballot must:
I – be formulated in accordance with item III of Art. 21-G, if there is only one slate; II – give the shareholder the option to vote for one of the slates, if there is a dispute between several slates; III – give the shareholder the possibility to vote for as many candidates as there are vacancies to be filled, if there is a dispute among several candidates; IV – give the shareholder the option to request the adoption of the multiple voting process for the election of the board of directors, in accordance with Art. 141 of Law No. 6,404, of 1976; and
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 12
V – give the shareholder the possibility to indicate what percentage of votes will be allocated to each of the candidates, if multiple voting has already been requested. Sole paragraph. The remote voting ballot must give the shareholder the possibility to allocate their votes, expressing them in percentage form, among the candidates chosen in accordance with items I to III, if multiple voting is requested after the date of availability of the remote voting ballot.
Art. 21-J. The remote voting ballot must give the shareholder the option to, in the event that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum required in items I and II of § 4 of Art. 141 of Law No. 6,404, of 1976, aggregate their votes with those of the other classes of shares, attributing all votes cast by such shareholders to the candidate who individually obtained the highest number of votes among those competing, in the remote voting ballot, for the vacancies in the separate elections.
Art. 21-K. The remote voting ballot dealing with the election of a member of the fiscal council must:
I – be formulated in accordance with item III of Art. 21-G, if there is only one slate; II – give the shareholder the option to vote for one of the slates, if there is a dispute between several slates; III – give the shareholder the possibility to vote for as many candidates as there are vacancies to be filled, if there is a dispute among several candidates; IV – give the shareholder the option to indicate whether they wish to participate in the general election or in the separate election provided for in Arts. 161, § 4, and 240 of Law No. 6,404, of 1976. Sole paragraph. Even if it does not deal with the election of a member of the fiscal council, the remote voting ballot must give the shareholder the option to request the installation of the fiscal council, in accordance with Art. 161 of Law No. 6,404, of 1976, when the company does not have a permanently functioning fiscal council.
Section IV – Request for Inclusion of Proposals in the Remote Voting Ballot
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 13 Art. 21-L. Shareholders of the company may include:
I – candidates for the company’s board of directors and audit committee in the remote voting ballot, observing the percentages of specific share classes set forth in Annex 21-L-I; and II – proposals for deliberation in the remote voting ballot made available at the time of the ordinary general meeting, observing the percentages of the company’s capital stock set forth in Annex 21-L-II. § 1° The request for inclusion referred to in the caput must be received by the investor relations director, in writing and in accordance with the guidelines contained in item 12.2 of the reference form, during the period between:
I – the first business day of the fiscal year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding, in the case of an ordinary general meeting; or II – the first business day after the occurrence of an event justifying the calling of a general meeting for the election of members of the board of directors and the audit committee and up to 35 (thirty-five) days before the date of holding the meeting, in the case of an extraordinary general meeting called for this purpose. § 2° For the purposes of item I of § 1°, the date of holding the ordinary general meeting is considered to be the date communicated by the company within the first 15 (fifteen) days of the respective fiscal year or, in the absence of such communication, the date on which the company’s ordinary general meeting was held in the previous fiscal year. § 3° For the purposes of item II of § 1°, within 7 (seven) business days after the occurrence of an event justifying the calling of the general meeting, the company must communicate to the market the date of holding the respective general meeting, even if provisionally, as well as the deadline for the inclusion of candidates in the remote voting ballot. § 4° The company must communicate to the market if the dates referred to in § 3° change, in sufficient time for its shareholders to include candidates in the remote voting ballot. Art. 21-M. The request for inclusion referred to in art. 21-L must:
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 14 I – comply with the provisions of art. 21-G; and II – be accompanied by:
a) the information and documents set forth in arts. 8° to 21 of this Instruction, depending on the matter; b) the indication of the positions for which the proposed candidates will compete; c) documents proving the quality of shareholder and the shareholding participation referred to in art. 21-L, observing the provisions of §§ 2º and 3º of art. 30, insofar as applicable; and d) the information contained in Annex 21-M-II-d, in the case of inclusion of a proposal. Sole paragraph. The proposal referred to in art. 21-L may have as its object matters within the competence of ordinary or extraordinary general meetings. Art. 21-N. Within 3 (three) business days of receiving the request for inclusion referred to in art. 21-L, the company must inform its applicants that:
I – the inclusion complies with the provisions of this article and the proposal or candidates will be included in the remote voting ballot to be disclosed by the company; or II – the complete list of reasons why such request does not comply with the provisions of this section, indicating the documents or changes necessary for its rectification. Sole paragraph. The applicants for the proposal may rectify it, observing the deadline set forth in § 1° of art. 21-L. Art. 21-O. The request for inclusion referred to in this Section may be revoked at any time until the date of holding the general meeting, by written communication from the respective proposers, addressed to the investor relations director of the company, in which case the votes already conferred upon it will be disregarded.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 15 Sole paragraph. The company must immediately communicate to the market the revocation of the request for inclusion referred to in the caput, if the remote voting ballot has already been made available. Art. 21-P. The company wishing to make a public request for proxy must disclose, together with the communication referred to in art. 27, all valid requests for inclusion of proposals and candidates received up to that point.
Section V – Remote Voting Exercised by Service Providers
Art. 21-Q. Custodians and registrars may:
I – receive instructions for filling out the remote voting ballot by any means they use to communicate with shareholders; and II – refuse to accept voting instructions from shareholders with outdated registration. § 1º Custodians and registrars are responsible for verifying that the voting instruction was given by the shareholder. § 2º In the verification referred to in § 1º, custodians and registrars must not take into account any eligibility requirements of the shareholder to exercise the right to vote, a function that belongs to the board of the respective general meeting.
§ 3º Custodians and registrars must adopt rules and procedures to communicate to the shareholder:
I – the receipt of the instructions for filling out the remote voting ballot, as well as the fact that the information received is sufficient for such instructions to be passed on by the service provider to the company; or II – the need to rectify or resend the instructions, describing the procedures and deadlines necessary to regularize the remote voting so that the service provider can transmit the voting instruction. Art. 21-R. Up to 6 (six) days before the date of holding the meeting, the custodian must send to the central depository in which the shares are deposited for trading a
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 16 voting map indicating the voting instructions of the shareholders, identified by means of their registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ. Art. 21-S. The central depository in which the shares are deposited must:
I – compile the voting instructions it received from the custodians, making the necessary reconciliations and rejecting conflicting voting instructions; and II – up to 5 (five) days before the date of holding the meeting, send:
a) to the registrar the analytical map of the compiled voting instructions, identified by means of the shareholder’s registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ, together with the shareholding position statement; and b) to the custodian the list of rejected voting instructions, identified by means of the shareholder’s registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ. § 1° Voting instructions sent by the same shareholder, identified by means of their registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ, which with respect to the same deliberation have voted in different directions in voting ballots delivered by means of different service providers, are considered conflicting. § 2° Instructions received from a depositary institution issuing Depositary Receipts abroad, with respect to the shares that underlie the Depositary Receipts, are not considered conflicting, even if in different directions. § 3° The custodian must inform the shareholder of the rejection of their vote by the central depository as soon as it receives the information provided in the caput, item II, letter “b”. Art. 21-T. The registrar must:
I – compile the voting instructions it received from the shareholders with those coming from the central depository, making the necessary reconciliations and rejecting conflicting voting instructions, in accordance with §§ 1° and 2° of art. 21-S; and
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 17 II – up to 48 hours before the date of holding the meeting, send to the company:
a) the analytical map of the shareholders’ voting instructions, identified by means of their registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ, together with the shareholding position statement; and b) the synthetic map of the shareholders’ voting instructions, identifying how many approvals, rejections or abstentions each deliberated matter received and how many votes each candidate or slate received. III – up to 48 hours before the general meeting, inform the shareholder who does not have their shares deposited with the central depository of the rejection of their voting instruction due to the reconciliations provided for in item I. § 1° The analytical map of shareholders’ voting instructions and the shareholding position statement referred to in item II must indicate the shareholding position of each shareholder with respect to, at most, 5 (five) days before the date of holding the meeting. § 2° The company must disclose, by means of an electronic system on the CVM website and on the company’s own website on the worldwide web, the synthetic voting map referred to in item II as soon as it receives it.
Section VI – Remote Voting Exercised Directly
Art. 21-U. When the shareholder chooses to send the remote voting ballot directly to the company, the company, within 3 (three) days of receiving said document, must communicate to the shareholder:
I – the receipt of the remote voting ballot, as well as that the ballot and any accompanying documents are sufficient for the shareholder’s vote to be considered valid; or II – the need to rectify or resend the remote voting ballot or the documents accompanying it, describing the procedures and deadlines necessary to regularize the remote voting.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 18 Sole paragraph. The shareholder may rectify or resend the remote voting ballot or the documents accompanying it, observing the deadline set forth in art. 21-B.
Section VII – Counting of Votes at the General Meeting
Art. 21-V. A shareholder is considered present at a general meeting, for all purposes of Law No. 6.404 of 1976:
I – who attends it physically or is represented therein; II – whose remote voting ballot has been considered valid by the company; or III – who has registered their presence in the electronic system for remote participation made available by the company in accordance with art. 21-C, § 2°, item II. Sole paragraph. The shareholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the general meeting. Sole paragraph added by Instruction No. 570 of November 18, 2015. Art. 21-W. The company must count votes:
I – according to the analytical map of shareholders’ voting instructions provided by the registrar; II – according to the analytical voting map prepared by it based on the remote voting ballots it receives directly from shareholders; and III – according to the voting manifestations presented by shareholders present at the meeting. § 1° The voting instruction originating from a specific registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ must be attributed to all shares held by that CPF or CNPJ, according to the shareholding positions provided by the registrar. § 2° In case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the voting map coming from the registrar for
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 19 the same registration number in the Individual Taxpayer Registry – CPF or the National Registry of Legal Entities – CNPJ, the voting instruction coming from the registrar must prevail. § 3° On the eve of the date of holding the general meeting, the company must disclose, by means of an electronic system on the CVM website and on the company’s own website on the worldwide web, a synthetic voting map consolidating the votes cast remotely, as indicated in the maps of items I and II of the caput, according to the shareholding positions provided by the registrar. § 4° The president of the board, at the beginning of the general meeting, must read the consolidated voting map referred to in § 3° and make it available for consultation by shareholders present at the meeting. § 5° The board of the general meeting must disregard the remote voting instruction of:
I – shareholders or representatives of shareholders who, attending the general meeting physically, request to exercise the vote in person; II – shareholders who have opted to vote by means of an electronic system in the form of art. 21-C, § 2°, item II; and III – shareholders who are not eligible to vote at the meeting or in the respective deliberation. § 6° On the date of holding the general meeting, the company must disclose, by means of an electronic system on the CVM website and on the company’s own website on the worldwide web, the final synthetic voting map, consolidating the votes cast remotely and the votes cast in person, as computed at the meeting. Art. 21-X. Without prejudice to the provisions of art. 132 of Law No. 6.404 of 1976, if the date of holding a already called meeting is justifiably postponed by the company:
I – the voting instructions received by means of the respective remote voting ballot must be considered normally, provided that such postponement does not exceed 30 (thirty) days from the date on which the meeting would originally have been held and the content of the remote voting ballot has not been altered; or
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 20 II – the company must restart the process of delivering the remote voting ballot and collecting voting instructions, if such postponement exceeds 30 (thirty) days from the date on which the meeting would originally have been held or if the content of the remote voting ballot has been altered.” (NR) Art. 8° CVM Instruction No. 481 of 2009 shall be amended by adding Annex 21-F, Annex 21-L-I, Annex 21-L-II and Annex 21-M-II-d, respectively, to Annex A, Annex B, Annex C and Annex D to this Instruction. Art. 9° Art. 5° of this Instruction enters into force on the date of its publication. Art. 10. Arts. 1°, 2° and 3° of this Instruction enter into force on January 1, 2016. Art. 11. Arts. 4°, 6°, 7° and 8° of this Instruction enter into force:
I – on January 1, 2016, for those companies that, on the date of publication of this Instruction, have at least one species or class of shares issued by them included in any of the following general indices representing securities portfolio:
a) Brazil 100 Index – IBrX-100; or b) Bovespa Index – IBOVESPA.
II – on January 1, 2017, for open companies registered in category A and authorized by a market administrator entity to trade shares on a stock exchange.
Art. 11 Arts. 4°, 6°, 7° and 8° of this Instruction enter into force on January 1, 2016, and apply:
I – optionally to the open companies referred to in items II and III that opt to adopt remote voting at the meeting in the 2016 fiscal year, in accordance with CVM Resolution No. 741 of November 18, 2015; II – mandatorily, on January 1, 2017, for those companies that, on the date of publication of this Instruction, have at least one species or class of shares issued by them included in any of the following general indices representing securities portfolio:
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 21 c) Brazil 100 Index – IBrX-100; or d) Bovespa Index – IBOVESPA; and III – mandatorily, on January 1, 2018, for open companies registered in category A and authorized by a market administrator entity to trade shares on a stock exchange. Art. 11 with wording given by Instruction No. 570 of November 18, 2015. Original signed by LEONARDO P. GOMES PEREIRA President
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 22
ANNEX A TO CVM INSTRUCTION NO. 561 OF APRIL 7, 2015
“ANNEX 21-F
CONTENT OF THE REMOTE VOTING BALLOT
1 In deliberations on the percentage of profits destined for dividend distribution, the remote voting ballot may give the shareholder the option to approve percentages higher than those proposed by management, if higher percentages are to be proposed by other shareholders and discussed in a meeting. 2 Management’s manifestation is limited to 2,100 (two thousand one hundred) characters, including spaces.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 23 company, the number and percentage of shares of each species and class of their ownership, the number of shares taken on loan and the total exposure in derivatives referenced in the company’s shares; b) description of the proposal for deliberation; and c) management’s manifestation on such proposal, if management wishes to manifest itself. 3 [ ] Approve [ ] Reject [ ] Abstain
11. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, in accordance with art. 141 of Law No. 6.404 of 1976?
[ ] Yes [ ] No
12-A. Election of member of the board of directors, if there is only one slate:
Indication of all names that make up the slate [ ] Approve [ ] Reject [ ] Abstain If one of the candidates who make up the chosen slate ceases to be part of it, can the votes corresponding to their shares continue to be conferred on the chosen slate? [ ] Yes [ ] No In case of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed, in the following percentages, among the members of the slate you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate
3 Management’s manifestation is limited to 2,100 (two thousand one hundred) characters, including spaces.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares – Centro – Rio de Janeiro - RJ – CEP: 20050-901 – Brasil Tel.: (21) 3554-8686 - www.cvm.gov.br INSTRUÇÃO CVM Nº 561, DE 7 DE ABRIL DE 2015 24 Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-B. Election of member of the board of directors, if there is more than one slate:
Indication of each slate and all names that make it up [ 1/2/3 ] Number of the chosen slate [ ] Abstain If one of the candidates who make up the chosen slate ceases to be part of it, can the votes corresponding to their shares continue to be conferred on the chosen slate? [ ] Yes [ ] No In case of adoption of the multiple voting election process, the votes corresponding to your shares must be distributed, in the following percentages, among the members of the slate you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-C. Election of member of the board of directors, if the election is not by slate (the shareholder may indicate as many candidates as there are positions to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 25 Candidate 3 [ ] Approve [ ] Reject [ ] Abstain Candidate 4 [ ] Approve [ ] Reject [ ] Abstain Candidate 5 [ ] Approve [ ] Reject [ ] Abstain Candidate 6 [ ] Approve [ ] Reject [ ] Abstain In case the multiple voting process is adopted, the votes corresponding to your shares must be distributed, in the following percentages, among the candidates you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-D. Election of member of the board of directors, if the election is by multiple voting:
Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 26 Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
13. [the shareholder may only fill out this field if they have left field 12 blank and are the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting]
Separate election of a member of the board of directors by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum required in items I and II of § 4 of art. 141 of Law No. 6.404, of 1976, do you want your vote to be aggregated with the votes of the preferred shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No
14. [the shareholder may only fill out this field if they are the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting]
Separate election of a member of the board of directors by shareholders holding preferred shares without voting rights or with restricted voting:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 27 required in items I and II of § 4 of art. 141 of Law No. 6.404, of 1976, do you want your vote to be aggregated with the votes of the ordinary shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No
15. Do you wish to request the installation of the fiscal council, pursuant to art. 161 of Law No. 6.404, of 1976?
[ ] Yes [ ] No
16-A. Election of member of the fiscal council, if the election is by single slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election provided for in arts. 161, § 4, and 240 of Law No. 6.404, of 1976, can the votes corresponding to your shares continue to be conferred upon the chosen slate? [ ] Yes [ ] No 4 16-B. Election of member of the fiscal council, if there is more than one slate competing:
Indication of each slate and all names comprising it [ 1/2/3 ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election provided for in arts. 161, § 4, and 240 of Law No. 6.404, of 1976, can the votes corresponding to your shares continue to be conferred upon the chosen slate? [ ] Yes [ ] No 5 16-C. Election of member of the fiscal council, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
4 If the shareholder opts for “no” and the slate has been altered, their vote must be counted as abstention.
5 If the shareholder opts for “no” and the slate has been altered, their vote must be counted as abstention.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 28 Candidate 2 [ ] Approve [ ] Reject [ ] Abstain Candidate 3 [ ] Approve [ ] Reject [ ] Abstain
17. [the shareholder may only fill out this field if they have left field 16 blank]
Separate election of a member of the fiscal council by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
18. Separate election of a member of the fiscal council by shareholders holding preferred shares without voting rights or with restricted voting:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
ANNEX 21-F
CONTENT OF THE REMOTE VOTING BALLOT
1 In resolutions regarding the percentage of profits allocated for dividend distribution, the remote voting ballot may give the shareholder the option to approve percentages higher than those proposed by the administration, if higher percentages are proposed by other shareholders and discussed in the assembly. 2 The statement of the administrators is limited to 2,100 (two thousand one hundred) characters, including spaces.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 30 f) statement of the administrators regarding such proposal, if the administration wishes to make a statement. 3 [ ] Approve [ ] Reject [ ] Abstain
11. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, pursuant to art. 141 of Law No. 6.404, of 1976?
[ ] Yes [ ] No
12-A. Election of member of the board of directors, if there is only one slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to your shares continue to be conferred upon the chosen slate? [ ] Yes [ ] No 4 In case the multiple voting process is adopted, the votes corresponding to your shares must be distributed, in the following percentages, among the members of the slate you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-B. Election of member of the board of directors, if there is more than one slate:
3 The statement of the administrators is limited to 2,100 (two thousand one hundred) characters, including spaces.
4 If the shareholder opts for “no” and the slate has been altered, their vote must be counted as abstention.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 31 Indication of each slate and all names comprising it [ 1/2/3 ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to your shares continue to be conferred upon the chosen slate? [ ] Yes [ ] No 5 In case the multiple voting process is adopted, the votes corresponding to your shares must be distributed, in the following percentages, among the members of the slate you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-C. Election of member of the board of directors, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
Candidate 3
[ ] Approve [ ] Reject [ ] Abstain
Candidate 4
5 If the shareholder opts for “no” and the slate has been altered, their vote must be counted as abstention.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 32 [ ] Approve [ ] Reject [ ] Abstain Candidate 5 [ ] Approve [ ] Reject [ ] Abstain Candidate 6 [ ] Approve [ ] Reject [ ] Abstain In case the multiple voting process is adopted, the votes corresponding to your shares must be distributed, in the following percentages, among the candidates you chose? Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate 12-D. Election of member of the board of directors, if the election is by multiple voting:
Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate
13. [the shareholder may only fill out this field if they have left field 12 blank and are
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 33 uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting] Separate election of a member of the board of directors by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum required in items I and II of § 4 of art. 141 of Law No. 6.404, of 1976, do you want your vote to be aggregated with the votes of the preferred shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No
14. [the shareholder may only fill out this field if they are the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting]
Separate election of a member of the board of directors by shareholders holding preferred shares without voting rights or with restricted voting:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have reached, respectively, the quorum required in items I and II of § 4 of art. 141 of Law No. 6.404, of 1976, do you want your vote to be aggregated with the votes of the ordinary shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing in this remote voting ballot, compete in the separate election? [ ] Yes [ ] No
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 34
15. Do you wish to request the installation of the fiscal council, pursuant to art. 161 of Law No. 6.404, of 1976?
[ ] Yes [ ] No
16-A. Election of member of the fiscal council, if the election is by single slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election provided for in arts. 161, § 4, and 240 of Law No. 6.404, of 1976, can the votes corresponding to your shares continue to be conferred upon the chosen slate? [ ] Yes [ ] No 6 16-B. Election of member of the fiscal council, if there is more than one slate competing:
Indication of each slate and all names comprising it [ 1/2/3 ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election provided for in arts. 161, § 4, and 240 of Law No. 6.404, of 1976, can the votes corresponding to your shares continue to be conferred upon the chosen slate? [ ] Yes [ ] No 7 16-C. Election of member of the fiscal council, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
Candidate 3
[ ] Approve [ ] Reject [ ] Abstain
17. [the shareholder may only fill out this field if they have left field 16 blank]
6 If the shareholder opts for “no” and the slate has been altered, their vote must be counted as abstention.
7 If the shareholder opts for “no” and the slate has been altered, their vote must be counted as abstention.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 35 Separate election of a member of the fiscal council by minority shareholders holding ordinary shares:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
18. Separate election of a member of the fiscal council by shareholders holding preferred shares without voting rights or with restricted voting:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
Annex A with wording given by Instruction No. 570, of November 18, 2015.
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 36
ANNEX B TO CVM INSTRUCTION NO. 561, OF APRIL 7, 2015
“ANNEX 21-L-I
INCLUSION OF CANDIDATES IN THE REMOTE VOTING BALLOT Company's share capital (R$) % of a certain species of shares X ≤ 500,000,000.00 2.5 500,000,000.00 < X ≤ 2,000,000,000.00 1.5 2,000,000,000.00 < X ≤ 10,000,000,000.00 1.0 10,000,000,000.00 < X 0.5 ”
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 37
ANNEX C TO CVM INSTRUCTION NO. 561, OF APRIL 7, 2015
“ANNEX 21-L-II
INCLUSION OF PROPOSALS IN THE REMOTE VOTING BALLOT Company's share capital (R$) % of share capital X ≤ 500,000,000.00 5.0 500,000,000.00 < X ≤ 2,000,000,000.00 3.0 2,000,000,000.00 < X ≤ 10,000,000,000.00 2.0 10,000,000,000.00 < X 1.0 ”
SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 561, OF APRIL 7, 2015 38
ANNEX D TO CVM INSTRUCTION NO. 561, OF APRIL 7, 2015
“ANNEX 21-M-II-d
SHAREHOLDER INFORMATION
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Amended 1 time · last 2015-11-18
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
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