CVM Instruction No. 568 of September 17, 2015

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015

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

THE ACTING PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Board, in a meeting held on August 19, 2015, based on arts. 4 and its subsections, 8, subsections I and III, 18, subsection II, letter “a”, and 22, § 1º, subsections I, V and VI, of Law No. 6.385, of December 7, 1976, and in arts. 30, §2º, 157 and 244, § 3º, of Law No. 6.404, of December 15, 1976, APPROVED the following Instruction:

Art. 1º Arts. 11, 12, 13 and 15 of CVM Instruction No. 358, of January 3, 2002, shall enter into force with the following wording:

“Art. 11. ...
...
§ 5º The company shall send to the CVM and, if applicable, to the stock exchanges or over-the-counter organized market entities where the company’s shares are admitted to trading, the information referred to in the caput and in §§ 1º to 3º regarding the securities traded:
I – by the company itself, its subsidiaries and affiliates; and II – by the other persons referred to in this article.
§ 6º The information shall be sent within 10 (ten) days after the end of the month in which changes in positions held are verified, or of the month in which the persons cited in the caput take office.
§ 7º The information referred to in the caput shall be delivered individually and consolidated by the body indicated herein, and shall be available in the electronic system for Periodic and Occasional Information - IPE:
I – the individual positions of the company itself, its affiliates and subsidiaries; and

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015 2 II – the positions, consolidated by body, held by members of the administration, the fiscal council, and any bodies with technical or advisory functions created by statutory provision. § 8º The Investor Relations Director is responsible for transmitting to the CVM and, if applicable, to the stock exchanges or over-the-counter organized market entities where the company’s shares are admitted to trading, the information received by the company in accordance with the provisions of this article.” (NR)

“Art. 12. Controlling shareholders, direct or indirect, and shareholders who elect members of the board of directors or the fiscal council, as well as any natural or legal person, or group of persons, acting jointly or representing the same interest, who carry out relevant transactions, shall send the following information to the company:
I - name and qualification, indicating the registration number in the National Registry of Legal Entities or the National Registry of Individuals; II – the objective of the participation and the quantity sought, containing, if applicable, a declaration that the transactions do not aim to alter the composition of control or the administrative structure of the company; III – the number of shares and other securities and financial derivative instruments referenced in such shares, whether for physical or financial settlement, specifying the quantity, class, and type of the referenced shares; IV – (REVOKED); ... § 1º A relevant transaction is considered to be a transaction or set of transactions through which the direct or indirect participation of the persons referred to in the caput exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of a specific type or class of shares representing the share capital of a public company.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015 3 § 2º Except as provided in § 3º, the obligations set forth in the caput and § 1º also extend to:
I – the acquisition of any rights to the shares and other securities mentioned herein; and II – the execution of any financial derivative instruments referenced in shares referred to in the caput, even without provision for physical settlement. § 3º In the cases provided for in § 2º, the following rules must be observed:
I – the directly held shares and those referenced by financial derivative instruments for physical settlement shall be considered together for the purpose of verifying the percentages referred to in § 1º of this article; II – the shares referenced by financial derivative instruments with provision for exclusively financial settlement shall be computed independently of the shares referred to in item I for the purpose of verifying the percentages referred to in § 1º of this article; III – the quantity of shares referenced in derivative instruments that confer economic exposure to the shares cannot be offset by the quantity of shares referenced in derivative instruments that produce inverse economic effects; and IV – the obligations set forth in the caput of this article do not extend to structured operations certificates – COE, securities index funds, and other financial derivative instruments in which less than 20% (twenty percent) of their return is determined by the return of the issuing company’s shares. § 4º The communication referred to in the caput shall be made immediately after the participation referred to in § 1º is reached. § 5º In cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to make a public offer, in accordance with the applicable regulations, the acquirer must also promote disclosure, at minimum, through the same communication channels usually adopted by the company, in accordance with art. 3º, § 4º, of a notice containing the information provided for in items I to VI of the caput of this article.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015 4 § 6º The Investor Relations Director is responsible for transmitting the information, as soon as received by the company, to the CVM and, if applicable, to the entities administering the markets where the company’s shares are admitted to trading.” (NR)

“Art. 13. ...
...
§ 4º Trading is also prohibited by the persons mentioned in the caput during the 15 (fifteen) day period preceding the disclosure of quarterly (ITR) and annual (DFP) information of the company, except as provided in § 2º of art. 15-A. ... § 6º The prohibition set forth in the caput does not apply to the acquisition of shares held in treasury, through private negotiation, resulting from the exercise of a purchase option according to a share purchase option grant plan approved in a general meeting, or when it concerns the grant of shares to administrators, employees, or service providers as part of remuneration previously approved in a general meeting. § 7º The prohibitions set forth in the caput and in §§ 1º to 3º do not apply to transactions carried out by the public company itself, by controlling shareholders, direct or indirect, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions, created by statutory provision, in accordance with the procedures set forth in art. 15-A.” (NR)

“TRADING POLICY AND INVESTMENT PLAN
Art. 15. A public company may, by resolution of the board of directors, approve a trading policy for its issued shares, containing rules additional to those provided for in Law No. 6.404, of 1976, and this Instruction. Sole paragraph. The trading policy referred to in the caput may cover transactions carried out by the company itself, by controlling shareholders, direct or indirect, directors,

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015 5 members of the board of directors, the fiscal council, and any bodies with technical or advisory functions, created by statutory provision.” (NR)

Art. 2º CVM Instruction No. 358, of 2002, shall enter into force with the addition of the following art. 15-A:
“Art. 15-A. Controlling shareholders, direct or indirect, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions, created by statutory provision, or anyone who, by virtue of their position, function, or role in the public company, its holding company, its subsidiaries or affiliates, has knowledge of information regarding a relevant act or fact, may formalize individual investment plans regulating their transactions with shares issued by the company. § 1º The investment plans referred to in the caput may allow the trading of shares issued by the company during the periods provided for in the caput and in §§ 1º to 3º of art. 13, provided that:
I – they are formalized in writing before the Investor Relations Director prior to the carrying out of any transactions; II – they establish, irrevocably and unconditionally, the dates and values or quantities of the transactions to be carried out by the participants; and III – they provide for a minimum period of 6 (six) months for the plan itself, its eventual modifications, and cancellation to take effect. § 2º The investment plans referred to in the caput may allow the trading of shares issued by the company during the periods provided for in § 4º of art. 13, provided that, in addition to observing the provisions of § 1º:
I – the company has approved a schedule defining specific dates for the disclosure of ITR and DFP forms; and II – they obligate their participants to revert to the company any avoided losses or gains obtained in transactions with shares issued by the company, resulting from eventual changes in the disclosure dates of ITR and DFP forms, calculated through reasonable criteria defined in the plan itself.

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015 6 § 3º Participants are prohibited from:
I – maintaining more than one investment plan in force simultaneously; and II – carrying out any operations that nullify or mitigate the economic effects of the transactions to be determined by the investment plan.
§ 4º The board of directors shall verify, at least semi-annually, the adherence of the transactions carried out by the participants to the investment plans formalized by them.
§ 5º The use of the prerogative provided for in this article shall be disclosed in the company’s trading policy.” (NR)

Art. 3º Art. 24 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:
“Art. 24. ...
...
§ 3º ...
...
V – change of controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same type or class of shares of the issuer; VI – when any natural or legal person, or group of persons representing the same interest, directly or indirectly, exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same type or class of shares of the issuer, provided that the issuer has knowledge of such change; VII – (REVOKED).

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º and 23-34º Floors – Center – Rio de Janeiro - RJ – CEP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 568, OF SEPTEMBER 17, 2015 7 ... § 4º ... ... III – change of controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same type or class of shares of the issuer; ...” (NR)

Art. 4º Item IV of the caput of art. 12 of CVM Instruction No. 358, of January 3, 2002, and item VII of § 3º of art. 24 of CVM Instruction No. 480, of December 7, 2009, are revoked.

Art. 5º This Instruction enters into force on the date of its publication.

Signed original by
ROBERTO TADEU ANTUNES FERNANDES
President
In exercise