CVM Instruction No. 567 of September 17, 2015 (Revoked)

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015

Regulates the trading by open-capital companies of shares of their own issuance and derivatives referenced therein, and alters provisions of CVM Instruction No. 480, of December 7, 2009, CVM Instruction No. 481, of December 17, 2009, and CVM Instruction No. 552, of October 9, 2014.

The INTERIM PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Collegiate Board, in a meeting held on August 19, 2015, based on arts. 8, item I, and 22, item III, of Law No. 6,385, of December 7, 1976, and arts. 30, § 2, and 244, § 3, of Law No. 6,404, of December 15, 1976, APPROVED the following Instruction:

CHAPTER I – SCOPE

Art. 1 This Instruction regulates the trading by an open-capital company of shares of its own issuance and, when expressly indicated, of derivatives referenced therein.

Sole Paragraph. The provisions of this Instruction apply to the trading:
I – of shares issued by an open-capital company by its affiliates and controlled companies; and II – by the open-capital company, its affiliates and controlled companies, of subscription bonuses and any other securities referenced in shares of its own issuance.

Art. 2 When trading shares of its own issuance, open-capital companies may only:
I – acquire shares for treasury holding or cancellation; and II – alienate the shares acquired under item I and held in treasury.

CHAPTER II – AUTHORIZATION TO TRADE

Art. 3 The trading, by an open-capital company, of shares of its own issuance will have its effectiveness conditioned on prior approval by the general assembly when:

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 2

I – carried out outside organized securities markets, it involves, even through several isolated operations, more than 5% (five percent) of the species or class of shares in circulation in less than 18 (eighteen) months; II – it is carried out outside organized securities markets and at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, than market quotes; III – it aims to alter or preserve the composition of shareholding control or the administrative structure of the company; or IV – the counterparty in a transaction carried out outside organized securities markets is a related party to the company, as defined by the accounting rules dealing with this matter, without prejudice to the provisions of art. 7, item I.

§ 1º In other cases, the trading may be approved by the board of directors.

§ 2º The corporate bylaws may prohibit the trading of own-issuance shares by the open-capital company, or still provide for new hypotheses where prior approval by the general assembly will be necessary.

§ 3º For the purposes of item II of the caput, market quote is considered the average quote, weighted by volume, in the last 10 (ten) trading sessions in which the shares have been traded, counted retroactively from the date of signing the acquisition or alienation contract of the shares by the open-capital company.

§ 4º The provisions of this article apply to the celebration, by an open-capital company, of derivative contracts referenced in shares of its own issuance, in which case the following additional rules must be observed:
I – if the settlement price of the derivative contract is known at the time of celebration of the contract, the comparison with the market quotes referred to in item II of the caput must take as a base such price, increased or reduced by any premiums and other values paid or received by the company from the counterparty of the transaction;

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 3

II – if the settlement price of the derivative contract is not known at the time of celebration of the contract, prior approval by the general assembly will only be dispensed with if:
a) the contract limits the settlement price to the level referred to in item II of the caput, regarding the market quote verified at the time of celebration or settlement of the contract; or b) the contract provides that the payments made or received by the company are calculated based on the variation of the share quote between certain periods, and the quote of the shares at the initial term of each of these periods must be situated at the level referred to in item II of the caput.

Art. 4 The approval by the general assembly referred to in art. 3 is dispensed with when it concerns:
I – alienation or transfer of shares to administrators, employees, and service providers of the open-capital company, its affiliates or controlled companies, resulting from:
a) the exercise of stock options within the scope of a stock option grant plan; or b) other remuneration models based on shares; and II – secondary public offering of distribution of treasury shares or of securities convertible or exchangeable into treasury shares.

Sole Paragraph. The option grant plan and the remuneration models referred to in item I of the caput must:
I – contain the calculation parameters for the exercise price of the stock options or the calculation of the price of the shares, as the case may be; and II – be approved by the general assembly.

Art. 5 When approving the trading, by the company, of shares of its own issuance or the carrying out of operations with derivative instruments referenced in such shares, the board of directors must provide the information contained in Annex 30-XXXVI of CVM Instruction No. 480, of December 7, 2009.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 4

Sole Paragraph. If the effectiveness of the trading depends on prior approval by the general assembly, when convening it to deliberate on such trading, the board of directors must indicate the information contained in Annex 20-B of CVM Instruction No. 481, of December 7, 2009.

CHAPTER III – LIMITATIONS

Art. 6 The trading, by an open-capital company, of shares of its own issuance must be settled within 18 (eighteen) months, counted from the approval of the transactions by the general assembly or the board of directors.

Sole Paragraph. The provisions of this article apply to derivative contracts celebrated by the open-capital company referenced in shares of its own issuance.

Art. 7 The acquisition, by an open-capital company, of shares of its own issuance is prohibited when:
I – it has as object shares belonging to the controlling shareholder; II – it is carried out in organized securities markets at prices higher than market prices; III – the period of public offering for acquisition of its own shares is underway, as defined by the rules dealing with this matter; or IV – it requires the use of resources exceeding those available.

§ 1º For the purposes of item IV of the caput, available resources are considered:
I – all profit or capital reserves, except the reserves:
a) legal; b) profits to be realized; c) special mandatory dividend not distributed; and d) tax incentives; and

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 5

II – the realized result of the ongoing fiscal year, segregated from the allocations to the reserves mentioned in item I.

§ 2º The provisions of item IV of the caput of this article also apply to the celebration of physical settlement derivative contracts referenced in the company's own-issuance shares.

§ 3º The existence of available resources must be verified by the executive board based on the latest financial statements disclosed prior to the effective transfer, to the company, of the ownership of its own-issuance shares.

§ 4º The financial statements referred to in § 3º must be the most recent among the annual statements, the interim statements, and those reflected in the quarterly information forms – ITR.

§ 5º Administrators may only approve the acquisition of shares or, if applicable, propose its approval by the general assembly, if they have taken the necessary diligence to ensure that:
I – the company's financial situation is compatible with the settlement of the acquisition at its maturity without affecting the fulfillment of obligations assumed with creditors nor the payment of mandatory, fixed, or minimum dividends; and II – in the event that the existence of available resources has been verified based on interim accounting statements or reflected in the ITR, there are no foreseeable facts capable of causing significant changes in the amount of such resources throughout the remaining period of the fiscal year.

Art. 8 Open-capital companies may not hold in treasury shares of their own issuance in a quantity exceeding 10% (ten percent) of each species or class of shares in circulation in the market.

§ 1º Included in the percentage referred to in the caput:
I – the shares issued by the open-capital company held by societies affiliated and controlled by the open-capital company; and

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 6

II – the shares issued by the open-capital company corresponding to the economic exposure assumed due to derivative contracts or deferred settlement contracts, celebrated by the company itself or by the societies mentioned in item I.

§ 2º For the purposes of item II of § 1º:
I – the quantity of shares referenced in derivative instruments that confer economic exposure to the shares of issuance of the own company cannot be offset with the quantity of shares referenced in derivative instruments that produce inverse economic effects; and II – the shares referenced in derivative contracts must be computed regardless of whether such contracts provide for financial settlement or through the delivery of shares.

§ 3º For the purposes of this Instruction, the following are considered:
I – shares in circulation: all those representing the company's capital less those held directly or indirectly by the controlling shareholder, by persons linked to him, and by administrators; and II – linked person: the natural or legal person, fund, or universality of rights, that acts representing the same interest of the person or entity to which it is linked.

§ 4º The provisions of the caput of this article do not apply:
I – to shares reimbursed or escheated, in accordance with arts. 45, § 3, and 107, § 4, of Law No. 6,404, of December 15, 1976; and II – to acquisitions carried out by the company within the scope of a public offering for acquisition of shares, which will be governed by specific rules.

Art. 9 The company must alienate or cancel shares held in treasury whenever it finds that the balance of available resources has been exceeded, as calculated in its latest disclosed accounting statements.

Sole Paragraph. The alienation must occur within 6 months from the disclosure of the accounting statements that served as the basis for the calculation of the excess.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 7

CHAPTER IV – ECONOMIC AND POLITICAL RIGHTS

Art. 10. Shares held in treasury have no right to vote nor to cash dividends of any nature.

§ 1º The provisions of the caput do not prevent treasury shares from:
I – being entitled to bonus shares; and
II – being the object of consolidations and splits.

§ 2º Shares held in treasury must be disregarded in the computation of the quorums for installation and deliberation provided for in Law No. 6,404, of 1976, and in the regulation of the securities market.

CHAPTER V – FINAL PROVISIONS

Art. 11. The limitations on trading provided for in this Instruction apply without prejudice to CVM rules that provide for:
I – the creation of artificial conditions of demand, supply, or price, price manipulation, fraudulent operations, and unfair practices; II – the prohibitions and conditions for trading shares of an open-capital company pending the disclosure of relevant information to the market; and III – public offerings for acquisition and distribution of securities.

Art. 12. Reserving the requirements of Law No. 6,404, of 1976, in exceptional situations and duly justified, the CVM, provided it is previously consulted, may approve the trading of own-issuance shares by an open-capital company under conditions different from those provided for in this Instruction.

Art. 13. Non-compliance with arts. 2º to 8º of this Instruction constitutes a serious offense for the purposes of art. 11, § 3º, of Law No. 6,385, of December 7, 1976.

Art. 14. Art. 30 of CVM Instruction No. 480, of 2009, shall enter into force with the following wording:

“Art. 30. ......

......

XXXVI – communication regarding approval of trading, by the open-capital company, of shares of its own issuance, in accordance with Annex 30-XXXVI, on the same date of disclosure of the minutes of the board of directors meeting or within 7 (seven) business days, whichever occurs first.” (NR)

Art. 15. Annex 30-XXXVI is added to CVM Instruction No. 480, of 2009, according to the model provided in Annex A of this Instruction.

Art. 16. Items 19.2 and 19.3 of Annex A to CVM Instruction No. 552, of October 9, 2014, shall enter into force according to the model provided in Annex B of this Instruction.

Art. 17. CVM Instruction No. 481, of December 17, 2009, shall enter into force added with art. 20-B:

“Art. 20-B. Whenever the general assembly is convened to deliberate on the trading, by the company, of shares of its own issuance or the carrying out of operations with derivative instruments referenced in such shares, the company must provide, at a minimum, the information indicated in Annex 20-B to this Instruction.”

(NR)

Art. 18. CVM Instruction No. 481, of December 17, 2009, shall enter into force added with Annex 20-B, according to the wording of Annex C of this Instruction.

Art. 19. CVM Instruction No. 10, of February 14, 1980, its explanatory note No. 16, of February 14, 1980, CVM Instruction No. 390, of July 8, 2003, and item 19.4 of Annex A to CVM Instruction No. 552, of October 9, 2014, are revoked.

Art. 20. This Instruction enters into force on the date of its publication.

Sole Paragraph. This Instruction does not apply to operations announced before the date of its publication.

Signed original by
ROBERTO TADEU ANTUNES FERNANDES
President
In exercise

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 9

Annex A to CVM INSTRUCTION NO. 567, OF SEPTEMBER 17, 2015

“Annex 30-XXXVI
Trading of Own-Issuance Shares

1. Justify in detail the objective and expected economic effects of the operation;
2. Inform the quantities of shares (i) in circulation and (ii) already held in treasury;
3. Inform the quantity of shares that may be acquired or alienated;
4. Describe the main characteristics of the derivative instruments that the company may use, if any;
5. Describe, if any, any existing voting agreements or instructions between the company and the counterparties of the operations;
6. In the case of operations carried out outside organized securities markets, inform:
   a. the maximum (minimum) price at which the shares will be acquired (alienated); and b. if applicable, the reasons justifying the carrying out of the operation at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, than the average quote, weighted by volume, in the 10 (ten) previous trading sessions;
7. Inform, if any, the impacts that the trading will have on the composition of shareholding control or the administrative structure of the society;
8. Identify the counterparties, if known, and, in the case of a related party to the company, as defined by the accounting rules dealing with this matter, provide the information required by art. 8 of CVM Instruction No. 481, of December 17, 2009;
9. Indicate the destination of the resources raised, if applicable;
10. Indicate the maximum deadline for the settlement of the authorized operations;
11. Identify institutions that will act as intermediaries, if any;
12. Specify the available resources to be used, in the form of art. 7, § 1, of CVM Instruction No. 567, of September 17, 2015.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 10

13. Specify the reasons why the members of the board of directors feel comfortable that the share repurchase will not prejudice the fulfillment of obligations assumed with creditors nor the payment of mandatory, fixed, or minimum dividends.”
    (NR)

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 11

Annex B to CVM INSTRUCTION NO. 567, OF SEPTEMBER 17, 2015

Items 19.2 and 19.3 of Annex 24 to CVM Instruction No. 480, of December 7, 2009

19.2. Regarding securities held in treasury, in table form, segregating by type, class, and species, indicate 1:
X a. initial quantity X b. acquired quantity X
c. weighted average acquisition price X
d. alienated quantity X e. weighted average alienation price X f. cancelled quantity X g. final quantity X h. percentage in relation to securities in circulation of the same class and species X

19.3. Provide other information that the issuer deems relevant

”

1 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.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 12

Annex C to CVM INSTRUCTION NO. 567, OF SEPTEMBER 17, 2015

Annex 20-B
TRADING OF OWN-ISSUANCE SHARES

1. Justify in detail the objective and expected economic effects of the operation;
2. Inform the quantities of shares (i) in circulation and (ii) already held in treasury;
3. Inform the quantity of shares that may be acquired or alienated;
4. Describe the main characteristics of the derivative instruments that the company may use, if any;
5. Describe, if any, any existing voting agreements or instructions between the company and the counterparties of the operations;
6. In the case of operations carried out outside organized securities markets, inform:
   a. the maximum (minimum) price at which the shares will be acquired (alienated); and b. if applicable, the reasons justifying the carrying out of the operation at prices more than 10% (ten percent) higher, in the case of acquisition, or more than 10% (ten percent) lower, in the case of alienation, than the average quote, weighted by volume, in the 10 (ten) previous trading sessions;
7. Inform, if any, the impacts that the trading will have on the composition of shareholding control or the administrative structure of the society;
8. Identify the counterparties, if known, and, in the case of a related party to the company, as defined by the accounting rules dealing with this matter, provide the information required by art. 8 of this Instruction;
9. Indicate the destination of the resources raised, if applicable;
10. Indicate the maximum deadline for the settlement of the authorized operations;
11. Identify institutions that will act as intermediaries, if any;

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION (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. 567, OF SEPTEMBER 17, 2015 13

12. Specify the available resources to be used, in the form of art. 7, § 1, of CVM Instruction No. 567, of September 17, 2015.
13. Specify the reasons why the members of the board of directors feel comfortable that the share repurchase will not prejudice the fulfillment of obligations assumed with creditors nor the payment of mandatory, fixed, or minimum dividends.