CVM Instruction No. 586 of June 8, 2017

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 586, OF JUNE 8, 2017 Amends and adds provisions to CVM Instruction No. 480, of December 7, 2009.

The PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on May 31, 2017, based on the provisions of Arts. 21 and 22 of Law No. 6.385, of December 7, 1976, APPROVED the following Instruction:

Art. 1. Arts. 2, 21, 24, 25, 29, 36, 38, 40, 48, 56 and 58 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“Art. 2
......
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§ 3. Shares, subscription bonuses, convertible or exchangeable debentures into shares or deposit certificates of these securities issued by an issuer in the pre-operational phase registered in category A may only be traded in regulated markets among qualified investors.

§ 4. The restriction provided for in § 3 shall cease when the issuer:
I – becomes operational; or
II – carries out a public offering of shares, subscription bonuses, convertible or exchangeable debentures into shares or deposit certificates of these securities and shares, and complies with the requirements provided for in specific regulation that authorize the trading of the offered securities among investors considered non-qualified.

§ 5. For the purposes of this article, the issuer shall be considered pre-operational until it presents revenue from its operations, in an annual financial statement or, when applicable, in a consolidated annual financial statement prepared in accordance with CVM standards and audited by an independent auditor registered with the CVM.” (NR)

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017
“Art. 21. ......
......
XII – report prepared by the trustee of real estate receivables certificates, when applicable, within 4 (four) months from the end of the fiscal year or on the same day of its disclosure by the trustee, whichever occurs first; XIII – final synthetic voting maps relating to the ordinary general meeting, in the form established by specific regulation; and XIV – report on the Brazilian Corporate Governance Code - Open Companies.” (NR)

“Art. 24. ......
§ 3. ......
I – change of administrator, member of the fiscal council, member of a statutory committee or member of the audit, risk, financial and remuneration committees, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer’s administration or management bodies as consultants or auditors; ......” (NR)

“Art. 25. ......
§ 1. ......
......
V – declaration by the directors responsible for preparing the financial statements, in accordance with the law or the company’s bylaws, that they reviewed, discussed and agreed with the opinions expressed in the report of the independent auditors, informing the reasons, in case of disagreement; VI – declaration by the directors responsible for preparing the financial statements, in accordance with the law or the company’s bylaws, that they reviewed, discussed and agreed with the financial statements; VII – summary annual report, if the issuer adopts the statutory audit committee provided for in specific regulation; VIII – in the case of a securitization company, financial statements relating to each of the separate estates, for the issuance of receivables certificates under a fiduciary regime; and IX – if applicable, report or opinion of an audit committee dealing with the financial statements, even if such committee is not statutory.” (NR)

“Art. 29. At the end of each quarter, the board of directors shall prepare the quarterly information form – ITR, an electronic document that must be:
......
§ 1. The quarterly information form – ITR must be accompanied by:
I – special review report, issued by an independent auditor registered with the CVM; II – declaration by the directors in accordance with items V and VI of § 1 of Art. 25 of this Instruction.
......” (NR)

“Art. 36. ......

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017
Sole paragraph. The issuer in judicial recovery registered in category A authorized by a market administrator entity to trade shares or deposit certificates of shares on a stock exchange must submit the reference form filled out with sections 1, 4, 10 and 13 and with items 12.5, 12.7, 15.1 and 15.2, until the submission to court of the detailed report at the end of the recovery process, observing the provisions of § 3 of Art. 24 of this Instruction.” (NR)

“Art. 38. The issuer in bankruptcy is exempt from providing periodic information, except regarding the registration form in accordance with Art. 23 and its sole paragraph.” (NR)

“Art. 40. The issuer in liquidation is exempt from providing periodic information, except regarding the registration form in accordance with Art. 23 and its sole paragraph.” (NR)

“Art. 48. ......
I – the conditions of Art. 47 were met with respect to all securities in circulation, except shares and deposit certificates of shares; and ......” (NR)

“Art. 56. ......
......
§ 3. The issuer may request that the SEP treat the information and documents provided by virtue of the caput as confidential, presenting the reasons why the public disclosure of such information or documents would put the legitimate interest of the issuer at risk.

§ 4. Confidential information must be sent in a sealed envelope, addressed to the SEP, in which the word “confidential” appears.

§ 5. The issuer and its administrators, directly or through the investor relations director, are responsible for immediately disclosing to the market the information for which the SEP has approved confidential treatment, in the event that the information escapes control or if there is an atypical fluctuation in the quotation, price or quantity traded of the issuer’s securities.” (NR)

“Art. 58. ......
......
§ 1. The value of the daily fine provided for in this article is reduced by 50% (fifty percent) if the issuer is in judicial or extrajudicial recovery.

§ 2. The fine provided for in this article shall not be applied to the issuer that is in bankruptcy or in liquidation.” (NR)

Art. 2. Art. 24-A is added to CVM Instruction No. 480, of 2009, with the following wording:

“Art. 24-A. If there is a change in the president or the investor relations director after the submission of the reference form, the new officeholder is responsible for the information in this document that is updated, after the date of their assumption of office, due to the hypotheses provided for in §§ 3 and 4 of Art. 24 of this Instruction, observing the registration category of the issuer.

§ 1. In updates resulting from §§ 3 and 4 of Art. 24, the declaration must have the content provided for in item 1.2 of the reference form.

§ 2. In the event of resubmission of the reference form due to a request for registration of public distribution of securities, the new officeholders of the positions of president and investor relations director must sign the declaration provided for in item 1.1 of the reference form.” (NR)

Art. 3. Subsection VI is added to Section II of Chapter III of CVM Instruction No. 480, of 2009, with the following wording:

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017
“Subsection VI – Report on the Brazilian Corporate Governance Code - Open Companies Art. 29-A. The report on the Brazilian Corporate Governance Code - Open Companies is the electronic document whose content reflects Annex 29-A.

§ 1. The issuer registered in category A authorized by a market administrator entity to trade shares or deposit certificates of shares on a stock exchange must submit the report on the Brazilian Corporate Governance Code - Open Companies, within 7 (seven) months from the date of the end of the fiscal year.” (NR)

Art. 4. Annex 29-A is added to CVM Instruction No. 480, of 2009, with the content given by Annex A of this Instruction.

Art. 5. Items 3.4, 5.4, 5.5, 12.1, 12.3, 13.1, 15.5, 16.1 and 20.1 of Annex 24 to CVM Instruction No. 480, of 2009, shall enter into force with the following wording:

“3.4. ......
......
e. if the issuer has a formally approved results distribution policy, informing the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted” (NR)

“5.4. Regarding the internal integrity mechanisms and procedures adopted by the issuer to prevent, detect and remedy deviations, fraud, irregularities and illicit acts practiced against the public administration, national or foreign, inform:
a. if the issuer has rules, policies, procedures or practices aimed at the prevention, detection and remediation of fraud and illicit acts practiced against the public administration, identifying, in case of positive response:

i. the main integrity mechanisms and procedures adopted and their adequacy to the profile and risks identified by the issuer, informing how frequently the risks are reassessed and the policies, procedures and practices are adapted
ii. the organizational structures involved in monitoring the functioning and efficiency of the internal integrity mechanisms and procedures, indicating their attributes, whether their creation was formally approved, issuer bodies to which they report, and the mechanisms for guaranteeing the independence of their directors, if existing
iii. if the issuer has a formally approved code of ethics or conduct, indicating:

if it applies to all directors, fiscal councilors, board of directors members and employees and if it also covers third parties, such as suppliers, service providers, intermediary agents and associates
if and how frequently directors, fiscal councilors, board of directors members and employees are trained regarding the code of ethics or conduct and other related norms
the sanctions applicable in the event of violation of the code or other norms relating to the subject, identifying the document where these sanctions are provided for
body that approved the code, date of approval and, if the issuer discloses the code of conduct, locations on the worldwide computer network where the document can be consulted
b. if the issuer has a whistleblowing channel, indicating, in case of positive response:
if the whistleblowing channel is internal or if it is managed by third parties
if the channel is open to receive reports from third parties or if it receives reports only from employees

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

if there are mechanisms for anonymity and protection of good-faith whistleblowers
issuer body responsible for investigating reports
c. if the issuer adopts procedures in merger, acquisition and corporate restructuring processes aimed at identifying vulnerabilities and the risk of irregular practices in the legal entities involved
d. if the issuer does not have rules, policies, procedures or practices aimed at the prevention, detection and remediation of fraud and illicit acts practiced against the public administration, identify the reasons why the issuer did not adopt controls in this sense” (NR)

“5.5. Inform if, regarding the last fiscal year, there were significant changes in the main risks to which the issuer is exposed or in the risk management policy adopted, commenting, furthermore, on any expectations of reduction or increase in the issuer’s exposure to such risks” (NR)

“12.1. ......
a. attributes of the board of directors and the permanent bodies and committees that report to the board of directors, indicating:
i. if they have their own internal regulations, informing, in case of positive response, the body responsible for approval, date of approval and, if the issuer discloses these regulations, locations on the worldwide computer network where these documents can be consulted
ii. if the issuer has a statutory audit committee, informing, in case of positive response, its main attributes, method of operation and if it meets the requirements of the regulation issued by the CVM regarding the subject
iii. how the board of directors evaluates the work of the independent auditor, indicating if the issuer has a policy for hiring extra-audit services with the independent auditor, and informing the body responsible for approval of the policy, date of

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017 approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted b. regarding the members of the statutory board of directors, their attributes and individual powers, indicating if the board of directors has its own internal regulations, and informing, in case of positive response, the body responsible for approval, date of approval and, if the issuer discloses the regulations, locations on the worldwide computer network where the document can be consulted
c. date of installation of the fiscal council, if it is not permanent, indicating if it has its own internal regulations, and indicating, in case of positive response, date of its approval by the fiscal council and, if the issuer discloses the regulations, locations on the worldwide computer network where the document can be consulted:
d. if there are mechanisms for evaluating the performance of the board of directors and of each body or committee that reports to the board of directors, informing, in case of positive response:
i. the periodicity of the evaluation and its scope, indicating if the evaluation is made only with respect to the body or if it also includes the individual evaluation of its members

ii. methodology adopted and the main criteria used in the evaluation

iii. how the results of the evaluation are used by the issuer to improve the functioning of this body; and
iv. if external consulting or advisory services were hired” (NR)

“12.3. ......
......
d. if the issuer has a formally approved policy for nomination and filling of positions on the board of directors, informing, in case of positive response:

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017
i. body responsible for approval of the policy, date of approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted
ii. main characteristics of the policy, including rules relating to the process of nomination of members of the board of directors, composition of the body and selection of its members” (NR)

“13.1. ......
a. objectives of the remuneration policy or practice, informing if the remuneration policy was formally approved, body responsible for its approval, date of approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted
......
h. practices and procedures adopted by the board of directors to define the individual remuneration of the board of directors and the board of directors, indicating:
i. the issuer’s bodies and committees that participate in the decision-making process, identifying how they participate
ii. criteria and methodology used for setting individual remuneration, indicating if there is the use of studies to verify market practices, and, in case of positive response, the comparison criteria and the scope of these studies
iii. how frequently and in what way the board of directors evaluates the adequacy of the issuer’s remuneration policy” (NR)

“15.5. ......
......
e. description of the clauses relating to the nomination of administrators, members of statutory committees or persons who assume managerial positions
......
g. description of the clauses that restrict or bind the voting right of members of the board of directors or of other oversight and control bodies 1” (NR)

“16.1. Describe the issuer’s rules, policies and practices regarding transactions with related parties, as defined by the accounting rules dealing with this subject, indicating, if there is a formal policy adopted by the issuer, the body responsible for its approval, date of approval and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted” (NR)

“20.1. ......
a. body responsible for approval of the policy and date of approval ......” (NR)

Art. 6. Items 1.2, 5.6, 7.1-A and 18.5-A are added to Annex 24 of CVM Instruction No. 480, of 2009, with the following wording:

“1.2. Individual declaration of new officeholder of the position of President or Investor Relations Director duly signed, attesting that: 2 a. reviewed the information that was updated in the reference form after the date of their assumption of office

May include reference to the information provided in item 12.3 “b”.
This declaration must be presented if the reference form is updated by virtue of Art. 24, §§ 3 and 4, of CVM Instruction No. 480, of 2009, after the assumption of office of a new President or new Investor Relations Director. In cases where the reference form is presented due to a request for registration of public distribution of securities, the new officeholders of the positions of President and Investor Relations Director must sign the declaration provided for in item 1.1.

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017 b. all information that was updated in the form in accordance with item “a” above meets the provisions of CVM Instruction No. 480, especially Arts. 14 to 19” (NR)

“5.6. Provide other information that the issuer deems relevant” (NR)

“7.1-A. Indicate, if the issuer is a mixed-capital company:
a. public interest that justified its creation b. issuer’s action in compliance with public policies, including universalization goals, indicating:

the government programs executed in the previous fiscal year, those defined for the current fiscal year, and those planned for the next fiscal years, criteria adopted by the issuer to classify this action as being developed to meet the public interest indicated in letter “a”
regarding the aforementioned public policies, investments made, costs incurred and the origin of the resources involved – own cash generation, transfer of public funds and financing, including the sources of fundraising and conditions
estimate of the impacts of the aforementioned public policies on the financial performance of the issuer or declare that no analysis of the financial impact of the aforementioned public policies was performed
c. price formation process and rules applicable to the fixing of tariffs” (NR)

“18.5-A. Number of holders of each type of security described in item 18.5, as ascertained at the end of the previous fiscal year, that are:
i. natural persons

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017
ii. legal entities 3
iii. institutional investors” (NR)

Art. 7. Item 12.12 of Annex 24 of CVM Instruction No. 480, of December 7, 2009, is revoked.

Art. 8. Letter “c” of item 2.1 of Annex 22 to CVM Instruction No. 480, of 2009, shall enter into force with the following wording:

“c. Market administrator entity in which the securities are admitted to trading, informing the trading code of each species or class of shares admitted to trading” (NR)

Art. 9º The provisions of Art. 3 of this Instruction apply mandatorily:

I – on January 1, 2018, for those companies that, on the date of publication of this Instruction, have at least one species or class of shares issued by them comprised in any of the following general indices representing securities portfolios:
a) Brazil 100 Index – IBrX-100; or b) Bovespa Index – IBOVESPA; and

II – on January 1, 2019, for other issuers registered in Category A authorized by a market administrator entity to trade shares on a stock exchange.

Art. 10. The trading restriction provided for in § 3 of Art. 2 of CVM Instruction No. 480, of 2009, with the wording given by this Instruction, applies to issuers in the pre-operational phase that register in Category A after the publication of this Instruction.

Art. 11. Arts. 2, 5, 6, 7 and 8 of this Instruction enter into force on January 1, 2018.

Excluded is the legal entity that is an institutional investor.

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. 586, OF JUNE 8, 2017

Art. 12. This Instruction enters into force on the date of its publication.

Signed original by
LEONARDO P. GOMES PEREIRA
President

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

Annex A to CVM Instruction No. 586, of June 8, 2017
Annex 29-A

Report on the Brazilian Corporate Governance Code for Open-Ended Companies (“Code”) Information base date: [inform document submission date]

Regarding principle 1.1: “Each share must give the right to one vote”
a. inform whether the issuer follows the following recommended practice: “the company’s share capital must be composed only of common shares” b. in the case of non-adoption of the recommended practice, present, in line with the Code’s guidelines, the reasons that led the issuer to adopt other share structures4
Regarding principle 1.2: “Shareholder agreements should not transfer to the signatory shareholders the decisions on matters within the competence of the board of directors, the executive board, or the fiscal council”
a. inform whether the shareholder agreements filed at the issuer’s headquarters or in which the controlling shareholder is a party, regulating the exercise of voting rights or the transfer of shares issued by the issuer, follow the following recommended practice: “shareholder agreements should not bind the exercise of voting rights by any administrator or member of the oversight and control bodies” b. in the case of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the justification of the signatory shareholders of the agreements on the subject 5

The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

Regarding principle 1.3: “The administration must seek shareholder engagement, favor presence at the general meeting and the correct understanding of the matters to be deliberated, as well as facilitate the indication and election of candidates to the board of directors and fiscal council”
a. inform whether the issuer follows the following practices:
i. “the executive board must use the meeting to communicate the conduct of the company’s business, for which the administration must publish a manual aimed at facilitating and stimulating participation in the general meetings”
ii. “the minutes must allow full understanding of the discussions held at the meeting, even if drafted in the form of a summary of events occurred, and bring the identification of the votes cast by the shareholders”
b. in the case of non-adoption of the recommended practices or their partial adoption, present the issuer’s justification on the subject 6
Regarding principle 1.4: “Defense measures, if adopted by the company, must aim to prevent opportunistic acquisitions of significant portions of the company’s capital at unfavorable market moments, preserving liquidity or maximizing the value of the shares, for the benefit of all shareholders”
a. inform, if there are mechanisms for protecting share dispersion provided for in the issuer’s bylaws:
i. whether the issuer followed the following recommended practice: “the board of directors must make a critical analysis of the advantages and disadvantages of the defense measure and its characteristics, and above all of the triggering triggers and price parameters, if applicable, explaining them”
ii. whether these mechanisms are in accordance with the following recommended practices:

“clauses that make it impossible to remove the measure from the bylaws, the so-called ‘entrenchment clauses’” should not be used
“if the bylaws determine the realization of a public offer for the acquisition of shares (OPA), whenever a shareholder or group of shareholders reaches, directly or indirectly, a relevant participation in the voting capital, the rule for determining the offer price should not impose increases in premiums substantially above the economic or market value of the shares”
b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification on the subject 7
c. if the adoption of the practices is indicated, inform, in line with the Code’s guidelines: 8
i. locations on the worldwide web where the board of directors’ critical analysis regarding the advantages and disadvantages of the defense measure and its characteristics, and above all of the triggering triggers and price parameters, can be consulted
ii. the reasons why the issuer understands that premium increases above the economic or market value are not substantial

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

Regarding principle 1.5: “Regardless of the legal form and the terms and conditions negotiated for the transaction that gives rise to the change of control, all shareholders of the company subject to the transaction must be treated fairly and equitably”
a. inform whether the issuer follows the following recommended practice: “the company’s bylaws must establish that: (i) transactions in which the direct or indirect alienation of share control is configured must be accompanied by a public offer for the acquisition of shares (OPA) directed to all shareholders, at the same price and conditions obtained by the selling shareholder; (ii) the administrators must manifest themselves on the terms and conditions of corporate reorganizations, capital increases and other transactions that give rise to a change of control, and record whether they ensure fair and equitable treatment to the company’s shareholders” b. in the case of non-adoption of the recommended practices or their partial adoption, present the issuer’s justification on the subject 9

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

Regarding principle 1.6: “The board of directors must guide shareholders regarding OPAs directed to them”
a. inform whether the issuer follows the following practice: “the bylaws must provide that the board of directors gives its opinion on any OPA having as object shares or securities convertible or exchangeable for shares issued by the company, which should contain, among other relevant information, the administration’s opinion on the eventual acceptance of the OPA and on the economic value of the company” b. in the case of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the issuer’s justification on the subject 10
Regarding principle 1.7: “The company’s profit distribution policy must respect the economic-financial characteristics of the business – cash generation and investment needs – and be known to all interested parties, shareholders and investors”
a. inform whether the issuer follows the following practice: “the company must prepare and disclose a profit distribution policy defined by the board of directors. Among other aspects, such policy must provide for the periodicity of dividend payments and the reference parameter to be used for the definition of the respective amount (percentages of adjusted net income and free cash flow, among others)” 11 b. in the case of non-adoption of the recommended practice or its partial adoption, present the issuer’s justification on the subject 12

The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
10 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

Regarding principle 1.8: “The guidance of the company’s activities by the controlling shareholder, in a manner that meets the public interest that justified the creation of the mixed-economy company, must be reconciled with the interests of the other shareholders and investors in the company’s securities”
a. the issuer that is a mixed-economy company must inform whether it follows the following practices:
i. “the bylaws must clearly and precisely identify the public interest that justified the creation of the mixed-economy company, in a specific chapter”
ii. “the board of directors must monitor the company’s activities and establish policies, mechanisms and internal controls for calculating the eventual costs of meeting the public interest and eventual reimbursement to the company or the other shareholders and investors by the controlling shareholder”
b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification on the subject 13
c. in the case of indication of the adoption of the practices, inform, in line with the Code’s guidelines: 14

11 The Brazilian Corporate Governance Code for Open-Ended Companies admits that the corporate policies recommended by it may be gathered in whole or in part in a single document.
12 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
13 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
14 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

i. clearly and precisely identify the public interest that justified the creation of the mixed-economy company
ii. how and with what frequency the board of directors monitors the issuer’s activities
iii. the policies, mechanisms and internal controls established by the issuer with the objective of calculating the eventual costs of meeting the public interest and the eventual reimbursement to the company or the other shareholders and investors by the controlling shareholder
iv. the costs of meeting the public interest and eventual values reimbursed in the last fiscal year

Regarding principle 2.1: “The board of directors must exercise its duties considering the company’s long-term interests, the impacts resulting from its activities on society and the environment and the fiduciary duties of its members, acting as guardian of the principles, values, corporate object and governance system of the company”
a. inform whether the issuer follows the following recommended practice: “the board of directors must, without prejudice to other legal, statutory and other practices provided for in the Code: (i) define business strategies, considering the impacts of the company’s activities on society and the environment, aiming at the company’s permanence and the creation of long-term value; (ii) periodically evaluate the company’s exposure to risks and the effectiveness of risk management systems, internal controls and integrity/compliance system and approve a risk management policy compatible with business strategies; (iii) define the company’s ethical values and principles and ensure the maintenance of the issuer’s transparency in the relationship with all stakeholders; (iv) review the corporate governance system annually, aiming to improve it”

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification on the subject 15
c. in the case of indication of the adoption of the practices, inform, in line with the Code’s guidelines, how the body acts regarding each of the recommended practices16

Regarding principle 2.2: “The board of directors must have members of diversified profile, an adequate number of independent directors, and size that allows the creation of committees, the effective debate of ideas and the taking of technical, impartial and reasoned decisions”
a. inform whether the issuer follows the following recommended practices:
i. “the bylaws must establish that: (i) the board of directors is composed mostly of external members, having, at minimum, one third of independent members; (ii) the board of directors must evaluate and disclose annually who the independent directors are, as well as indicate and justify any circumstances that may compromise their independence” 17
ii. “the board of directors must approve an indication policy that establishes: (i) the process for the indication of members of the board of directors, including the indication of the participation of other bodies of the company in said process; and (ii) that the board of directors must be composed taking into account the availability of time of its members for the exercise of their functions and the diversity of knowledge, experiences, behaviors, cultural aspects, age range and gender” 18

15 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
16 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
17 For the verification of adherence to the recommended practice, the rounding rules and the Code’s guideline parameters for the evaluation of the independence of administrators must be taken into account.
18 The Brazilian Corporate Governance Code for Open-Ended Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification on the subject, informing: 19
i. reason why the company does not have a formalized indication policy, indicating if there are other issuer documents, such as the bylaws, that regulate the process of indication of members of the board of directors
ii. reason why the policy does not cover all recommended practices
iii. reason why the issuer’s evaluation of the independence of the directors diverges from the guideline parameters provided for in the Code
c. in the case of indication of the adoption of the practice, inform, in line with the Code’s guidelines, how the policy is implemented in the company’s daily life, describing how the process for the indication of members of the board of directors takes place and indicating the participation of other bodies of the company, including the nomination or indication committee 20

Regarding principle 2.3: “The president of the board must coordinate the activities of the board of directors seeking the effectiveness and good performance of the body and each of its members, serving as a link between the board of directors and the chief executive officer”
a. inform whether the issuer: “the chief executive officer must not hold the position of president of the board of directors” b. in the case of non-adoption of the practice, present, in line with the Code’s guidelines, the issuer’s justification on the subject, informing the eventual alternative practices adopted to avoid that the concentration of powers of president of the board and chief executive officer prejudices the monitoring of the executive board’s performance by the board of directors 21

19 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
20 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.

CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

22 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.

Regarding principle 2.4: “The board of directors must establish mechanisms for periodic performance evaluation that contribute to its effectiveness and to the improvement of the company’s governance”
a. inform whether the issuer follows the following recommended practice: “The company must implement an annual process for evaluating the performance of the board of directors and its committees, as collegiate bodies, the president of the board of directors, the directors, considered individually, and the governance secretariat, if existing” b. in the case of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the issuer’s justification on the subject, informing if there is a process conducted with a frequency greater than one year or alternative practices adopted to meet the principle, indicating, if positive, the criteria considered in the evaluation and if there is participation of external specialists in the process
c. in the case of indication of the adoption of the practice, inform, in line with the Code’s guidelines, the criteria considered in the evaluation, if there is participation of external specialists, and with what frequency, if the process considers attendance in the examination and debate of the matters discussed, active contribution in the decision-making process and commitment to the exercise of the functions, main points identified for the improvement of the body and the corrective actions implemented 23
Regarding principle 2.5: “The board of directors must ensure the continuity of the company’s management, avoiding that the succession of its main leaders ends up affecting the performance

21 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
22 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.
23 The issuers’ comments may include reference to information provided in the reference form, provided that the submission date of the version of the reference form serving as the basis for the comments is indicated.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 586, OF JUNE 8, 2017

of the company and generating destruction of its value” a. inform whether the issuer follows the following recommended practice: “The board of directors must approve and keep updated a succession plan for the chief executive officer, the preparation of which must be coordinated by the chairman of the board of directors” b. in the event of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject 24
c. in the event of indicating the adoption of the practice, inform, in line with the Code’s guidelines, the date of approval of the succession plan and the date of its last update

Regarding principle 2.6: “In order to perform its functions well, the member of the board of directors must understand the company’s business”
a. inform whether the issuer follows the following recommended practice: “the company must have a structured integration program for new board members, so that said members are introduced to the company’s key people and its facilities and in which essential topics for understanding the company’s business are addressed” b. in the event of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject, which may indicate any alternative procedures adopted by the issuer 25
c. in the event of indicating the adoption of the practice, describe, in line with the Code’s guidelines, the integration program for new board members

24 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
25 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.

Regarding principle 2.7: “The remuneration of the members of the board of directors must be aligned with the company’s strategic objectives, focusing on its permanence and on the creation of long-term value”
a. inform whether the issuer follows the following recommended practice: “the remuneration of the members of the board of directors must be proportional to the duties, responsibilities and time demand. There should be no remuneration based on participation in meetings, and the variable remuneration of board members, if any, must not be tied to short-term results” b. in the event of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the reasons that justify: 26
i. the eventual existence of board member remuneration distinct from the remuneration of the other members
ii. that the remuneration of the board members is based on participation in meetings or tied to short-term results
Regarding principle 2.8: “The board of directors’ performance must be guided by a document containing rules that regulate its structure and manner of operation”
a. inform whether the issuer follows the following recommended practice: “the board of directors must have an internal bylaws that regulate its responsibilities, duties and rules of operation, including: (i) the duties of the chairman of the board of directors; (ii) the rules for replacing the chairman of the board in his absence or vacancy; (iii) the measures to be adopted in situations of conflict of interest; and (iv) the definition of a sufficient advance period for the receipt of materials for discussion in meetings, with adequate depth” 27 b. in the event of non-adoption of the recommended practice or its partial adoption,

26 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
27 The Brazilian Corporate Governance Code - Open-Ended Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.

present, in line with the Code’s guidelines, the issuer’s justification regarding the subject, indicating whether there is another internal document that regulates the board of directors’ operation processes, and it must be informed, if the internal bylaws do not do so, what measures must be taken in the face of situations involving conflicts of interest 28

Regarding principle 2.9: “The board of directors must adopt a set of actions that promotes the effectiveness of its meetings, facilitates the performance of external board members and gives transparency to its performance”
a. inform whether the issuer follows the following recommended practices:
i. “the board of directors must define an annual calendar with the dates of ordinary meetings, which must not be fewer than six nor more than twelve, in addition to convening extraordinary meetings whenever necessary. The said calendar must provide an annual thematic agenda with relevant subjects and discussion dates”
ii. “board meetings must regularly provide exclusive sessions for external board members, without the presence of executives and other guests, for alignment of external board members and discussion of topics that may create discomfort”
iii. “board meeting minutes must be drafted clearly and record the decisions taken, the people present, dissenting votes and abstentions”
b. in the event of non-adoption of the recommended practices or their partial adoption, present the issuer’s justification regarding the subject, indicating: (i) if the calendar does not provide for the number of meetings greater than six and less than twelve, the reasons for this fact; (ii) if the calendar does not indicate the discussion dates of the most relevant subjects, the justification for this, informing whether it is a recurring practice or an exceptional situation influenced by a certain context; (iii) reason why the calendar does not

28 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.

provide for exclusive meetings among external board members, or reason why these meetings, even if provided for, did not occur 29
c. for the purpose of complying with the practice indicated in item 17.a.iii, indicate, in line with the Code’s guidelines, whether the board of directors’ internal bylaws provide for the adoption of these practices

Regarding principle 3.1: “The executive board must manage the company’s business, observing the risk limits and guidelines approved by the board of directors”
a. inform whether the issuer follows the following recommended practices:
i. “the executive board must, without prejudice to its legal and statutory duties and other practices provided for in the Code: (i) execute the risk management policy and, whenever necessary, propose to the board any needs for revision of this policy, due to changes in the risks to which the company is exposed; (ii) implement and maintain effective mechanisms, processes and programs for monitoring and disclosing the financial and operational performance and the impacts of the company’s activities on society and the environment”
ii. “the executive board must have its own internal bylaws that establish its structure, its operation and its roles and responsibilities”
b. in the event of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject, informing:
i. if the risk limits and guidelines approved by the board of directors were not observed or the strategies defined by it were not implemented in the previous exercise, the reason for this fact
ii. if there is no internal bylaws or if the bylaws do not fully meet the practice, the reason for this fact

29 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.

Regarding principle 3.2: “The process of indicating and filling executive positions and managerial positions must aim to form a group aligned with the company’s ethical principles and values, considering diversity, including gender, aiming for their occupation by people with complementary skills and qualified to face the company’s challenges”
a. inform whether the issuer follows the following recommended practice: “There should be no reservation of executive positions or managerial positions for direct indication by shareholders” b. in the event of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject, informing:
i. if the reservation is provided for in a shareholders’ agreement, the justification of the shareholders signatories of the agreements regarding the subject, addressing, for example, the specific characteristics of the company’s control structure that could justify such practice, as well as the eventual existence of mitigation mechanisms, such as the establishment of requirements for the exercise of the position to be filled by the indicated persons
ii. if the reservation of positions is provided for by law or in the corporate bylaws, the reasons that justify this practice, as well as the eventual existence of mitigation mechanisms, such as the establishment of requirements for the exercise of the position to be filled by the indicated persons
Regarding principle 3.3: “The chief executive officer and the executive board must be evaluated based on performance goals, financial and non-financial (including environmental, social and governance aspects), aligned with the company’s values and ethical principles”
a. inform whether the issuer follows the following recommended practices:
i. “the chief executive officer must be evaluated annually, in a formal process conducted by the board of directors, based on the verification of the achievement of the financial and non-financial performance goals established by the board of directors for the company”
ii. “the results of the evaluation of the other executives, including the chief executive officer’s proposals regarding goals to be agreed upon and the permanence, promotion or dismissal of executives in their respective positions, must be presented, analyzed, discussed and approved in a board of directors meeting”
b. in the event of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject 30
c. in the event of indicating the adoption of the practices, inform, in line with the Code’s guidelines: 31
i. period in which the evaluations of the chief executive officer and the other executives were conducted
ii. dates of the board meetings in which the evaluation of the chief executive officer was carried out and the results of the evaluation of the other executives were presented, analyzed, discussed and approved

30 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
31 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.

Regarding principle 3.4: “The remuneration of the members of the executive board must be aligned with the company’s strategic objectives, focusing on its permanence and on the creation of long-term value”:
a. inform whether the issuer follows the following recommended practices:
i. “the executive board’s remuneration must be fixed through a remuneration policy approved by the board of directors through a formal and transparent procedure that considers the costs and risks involved” 32
ii. “the executive board’s remuneration must be linked to results, with medium and long-term goals clearly and objectively related to the generation of economic value for

32 The Brazilian Corporate Governance Code - Open-Ended Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.

the company in the long term”
iii. “the incentive structure must be aligned with the risk limits defined by the board of directors and prohibit that the same person controls the decision-making process and its respective oversight. No one should deliberate on their own remuneration”
b. in the event of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject 33
c. in the event of indicating the adoption of the practices, inform, in line with the Code’s guidelines, the reason why the issuer understands that it is compliant with the recommended practices 34

Regarding principle 4.1: “The company must have a statutory audit committee, independent and qualified”
a. inform whether the issuer has a statutory audit committee and if it follows the following recommended practice: “The statutory audit committee must: (i) have among its duties the advisory role to the board of directors in the monitoring and control of the quality of financial statements, internal controls, risk management and compliance; (ii) be formed by a majority of independent members and coordinated by an independent board member 35; (iii) have at least one of its independent members with proven experience in the accounting-corporate, internal controls, financial and audit areas, cumulatively; and (iv) have its own budget for hiring consultants for accounting, legal or other topics, when the opinion of an external specialist is necessary”

33 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
34 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
35 For the verification of compliance with the recommended practice, the parameters of guidance of the Brazilian Corporate Governance Code - Open-Ended Companies for the evaluation of the independence of administrators must be taken into account.

b. in the event of non-adoption of the recommended practice or its partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject, which may describe the alternative practices adopted for the monitoring and control of the quality of financial statements, internal controls, risk management and compliance 36
c. in the event of indicating the adoption of the practice, inform, in line with the Code’s guidelines, the reason why the issuer understands that the functioning of the statutory committee is compliant with the recommended practices 37

Regarding principle 4.2: “The statutory board, if installed, must be equipped with the resources and administrative support necessary for its members to perform their individual duties of independent oversight effectively”
a. inform whether the issuer follows the following recommended practices:
i. “the statutory board must have its own internal bylaws that describe its structure, its operation, work program, its roles and responsibilities, without creating obstacles to the individual performance of its members”
ii. “the minutes of the statutory board meetings must observe the same disclosure rules as the minutes of the board of directors” 38
b. in the event of non-adoption of the recommended practices or their partial adoption, present the issuer’s justification regarding the subject 39
Regarding principle 4.3: “Independent auditors must report to the board of

36 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
37 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.
38 According to the Brazilian Corporate Governance Code - Open-Ended Companies, for the purpose of meeting the practice, the disclosure of the statutory board minutes must include the opinions and votes of the statutory board members, dissenting or not, the vote justifications and the other documents prepared by them. 39 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.

directors. This must ensure the independence of the independent auditors in their performance” a. inform whether the issuer follows the following recommended practices:
i. “the company must establish a policy for hiring extra-audit services from its independent auditors, approved by the board of directors, which prohibits the hiring of extra-audit services that may compromise the independence of the auditors. The company must not hire as independent auditor anyone who has provided internal audit services to the company for less than three years” 40
ii. “the independent audit team must report to the board of directors, through the audit committee, if existing. The audit committee must monitor the effectiveness of the work of the independent auditors, as well as their independence. It must also evaluate and discuss the independent auditor’s annual work plan and forward it for the board of directors’ appreciation”
b. in the event of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject 41

Regarding principle 4.4: “The company must structure its internal audit in a manner compatible with the size, complexity and risks of its business, with the board of directors being responsible for ensuring the qualification and independence of the internal audit team professionals in relation to the executive board”
a. inform whether the issuer follows the following recommended practices:
i. “the company must have an internal audit area directly linked to the board of directors”

40 The Brazilian Corporate Governance Code - Open-Ended Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.
41 The issuers’ comments may include reference to information provided in the reference form, provided that the date of delivery of the version of the reference form that serves as the basis for the comments is indicated.

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 586, DE 8 DE JUNHO DE 2017

ii. “in the event of outsourcing this activity, internal audit services must not be performed by the same company that provides financial statement audit services. The company must not hire for internal audit anyone who has provided independent audit services to the company for less than three years”
b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding subject 42
c. in the case of indicating the adoption of the practices, inform, in line with the Code’s guidelines, the reason why the issuer believes that the functioning of internal audit is consistent with the recommended practice, describing how internal audit is structured and its adequacy to the size and complexity of its activities 43

Regarding principle 4.5: “The company must have an appropriate risk management process and maintain internal controls and integrity/compliance programs adequate to the size, risk, and complexity of its activities”
a. inform whether the issuer follows the following recommended practices:
i. “the company must adopt a risk management policy, approved by the board of directors, which includes the definition of risks for which protection is sought, the instruments used for this purpose, the organizational structure for risk management, the evaluation of the adequacy of the operational structure and internal controls to verify their effectiveness, as well as defining guidelines for establishing acceptable limits for the company’s exposure to these risks”
ii. “it is the responsibility of the board of directors to ensure that the executive management has mechanisms and internal controls to know, evaluate, and control risks, in order to keep them at levels compatible with the established limits, including an integrity/compliance program aimed at complying with external and internal laws and regulations”
iii. “the executive management must evaluate, at least annually, the effectiveness of risk management policies and systems, internal controls, as well as the integrity/compliance program, and report to the board of directors on this evaluation”
b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding subject 44
c. in the case of indicating the adoption of the practices, inform, in line with the Code’s guidelines: 45
i. how these practices are adopted by the issuer
ii. date of the last review by the board of the executive management’s evaluation of the effectiveness of risk management policies and systems and the integrity or compliance program
Regarding principle 5.1: “The company must have a code of conduct that promotes its values and ethical principles and reflects its organizational identity and culture, and a whistleblowing channel to receive criticisms, doubts, complaints, and reports”
a. inform whether the issuer follows the following recommended practices:
i. “the company must have a conduct committee, endowed with independence and autonomy and directly linked to the board of directors, responsible for implementation, dissemination, training, review, and updating of the code of conduct and the whistleblowing channel, as well as for conducting investigations and proposing corrective measures regarding violations of the code of conduct”

42 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.
43 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

ii. “the code of conduct, drafted by the executive management with the support of the conduct committee, and approved by the board of directors, must: (i) regulate the company’s internal and external relations, expressing the expected commitment of the company, its directors, shareholders, employees, suppliers, and stakeholders to the adoption of adequate conduct standards; (ii) manage conflicts of interest and provide for the abstention of the member of the board of directors, the audit committee, or the conduct committee, if any, who, as the case may be, is conflicted; (iii) clearly define the scope and coverage of actions intended to investigate situations understood as involving the use of insider information (for example, the use of insider information for commercial purposes or to obtain advantages in the trading of securities); (iv) establish that ethical principles underlie the negotiation of contracts, agreements, proposals to amend the bylaws, as well as the policies that guide the entire company, and establish a maximum value of goods or services from third parties that administrators and employees may accept free of charge or favorably”
iii. “the whistleblowing channel must be endowed with independence, autonomy, and impartiality, operating guidelines defined by the executive management and approved by the board of directors. It must be operated independently and impartially, guarantee the anonymity of its users, and promote, in a timely manner, the necessary investigations and measures. This service may be entrusted to a third party of recognized capability”
b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject, other means used by the issuer to receive criticisms, doubts, complaints, and reports may be pointed out 46

44 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.
45 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

c. in the case of indicating the adoption of the practices, inform, in line with the Code’s guidelines, the composition and functioning of the conduct committee and the whistleblowing channel, whether the whistleblowing channel is internal or entrusted to third parties 47

Regarding principle 5.2: “The company must establish mechanisms to deal with situations of conflict of interest in the administration of the company or in general assemblies”
a. inform whether the issuer follows the following recommended practices:
i. “the company’s governance rules must ensure the separation and clear definition of functions, roles, and responsibilities associated with the mandates of all governance agents. They must also define the decision-making authority of each instance, with the objective of minimizing possible sources of conflicts of interest”
ii. “the company’s governance rules must be made public and determine that the person who is not independent regarding the matter under discussion or deliberation in the administration or oversight bodies of the company must manifest, in a timely manner, their conflict of interest or particular interest. If they do not do so, these rules must provide that another person manifests the conflict, if they have knowledge of it, and that, as soon as the conflict of interest regarding a specific topic is identified, the person involved must withdraw, including physically, from the discussions and deliberations. The rules must provide that this temporary withdrawal be recorded in the minutes”
iii. “the company must have mechanisms for managing conflicts of interest in votes submitted to the general assembly, to receive and process allegations of conflicts of interest, and to annul votes cast in conflict, even after the meeting”
b. in the case of non-adoption of the recommended practices or their partial adoption, present, in line with the Code’s guidelines, the issuer’s justification regarding the subject 48

46 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.
47 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

c. in the case of indicating the adoption of the practices, inform, in line with the Code’s guidelines, the mechanisms used by the issuer to implement these practices 49

Regarding principle 5.3: “The company must have governance policies and practices aimed at ensuring that any and all transactions with related parties are always carried out in the best interest of the company, with full independence and absolute transparency”
a. inform whether the issuer follows the following recommended practices:
i. “the bylaws must define which transactions with related parties must be approved by the board of directors, excluding any members with potentially conflicting interests”
ii. “the board of directors must approve and implement a policy on transactions with related parties, which includes, among other rules: (i) provision that, prior to the approval of specific transactions or guidelines for contracting transactions, the board of directors requests from the executive management market alternatives to the transaction with the related party in question, adjusted by the risk factors involved; (ii) prohibition of forms of remuneration for advisors, consultants, or intermediaries that generate conflicts of interest with the company, the administrators, the shareholders, or classes of shareholders; (iii) prohibition of loans in favor of the controlling shareholder and the administrators; (iv) the cases of transactions with related parties that must be based on independent appraisal reports, prepared without the participation of any party involved in the transaction in question, whether it be a bank, lawyer, specialized consulting company, among others, based on realistic premises and information endorsed by third parties; (v) that corporate restructuring involving related parties must ensure equitable treatment for all shareholders” 50

48 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.
49 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

b. in the case of non-adoption of the recommended practices or their partial adoption, present the issuer’s justification regarding the subject 51
c. in the case of indicating the adoption of the practices, inform, in line with the Code’s guidelines, how the issuer implements and verifies the adoption of these procedures 52

Regarding principle 5.4: “The trading of shares or other securities issued by the company itself by shareholders, administrators, members of the statutory audit committee and other statutory bodies, and any persons with access to information must be guided by principles of transparency, equity, and ethics”
a. inform whether the issuer follows the following recommended practice: “the company must adopt, by resolution of the board of directors, a policy for trading securities issued by it, which, without prejudice to the rules established by CVM regulation, establishes controls that enable the monitoring of transactions carried out, as well as the investigation and punishment of those responsible in case of non-compliance with the policy” 53 b. in the case of non-adoption of the recommended practice or its partial adoption, present the issuer’s justification regarding the subject 54
c. in the case of indicating the adoption of the practice, inform, in line with the Code’s guidelines, the controls implemented for monitoring the transactions carried out and the method for investigating any non-compliance 55
Regarding principle 5.5: “The administration must ensure that administrators and other employees understand, in a clear and objective manner, the principles and rules regarding contributions and donations of values or goods to philanthropic, cultural, social, environmental projects, or political activities”
a. inform whether the issuer follows the following recommended practices:
i. “in order to ensure greater transparency regarding the use of the company’s resources, a policy on voluntary contributions, including those related to political activities, must be drafted, approved by the board of directors, and executed by the executive management, containing clear and objective principles and rules” 56
ii. “the policy must provide that the board of directors is the body responsible for approving all disbursements related to political activities”
iii. “the policy on voluntary contributions of companies controlled by the State, or those that have repeated and relevant commercial relations with the State, must prohibit contributions or donations to political parties or persons linked to them, even if permitted by law”
b. in the case of non-adoption of the recommended practices or their partial adoption, present the issuer’s justification regarding the subject 57
c. in the case of indicating the adoption of the practice, inform the date of approval of the policy and, if the issuer discloses the policy, the locations on the World Wide Web where the document can be consulted

50 The Brazilian Corporate Governance Code - Publicly Held Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.
51 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.
52 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

53 The Brazilian Corporate Governance Code - Publicly Held Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.
54 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.
55 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

56 The Brazilian Corporate Governance Code - Publicly Held Companies provides that the corporate policies recommended by it may be gathered in whole or in part in a single document.
57 The issuers’ comments may include reference to information provided in the reference form, provided that the delivery date of the version of the reference form serving as the basis for the comments is indicated.

Lineage: No known changes

Timeline