CVM Instruction No. 591 of October 26, 2017 (Revoked)

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 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. 591, OF OCTOBER 26, 2017

Amends CVM Instruction No. 308, of May 14, 1999.

THE PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on October 11, 2017, based on the provisions of Articles 1, item VII, 22, § 1, item IV, and 26, §§ 1 and 2, of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:

Art. 1 Articles 2, 4, 5, 6, 7, 8, 11, 16, 17, 18, 21, 25, 26, 30, 33, and 34 of CVM Instruction No. 308, of 1999, shall enter into force with the following wording:

“Art. 2 ......

II - Independent Auditor - Legal Person (AILP), conferred upon the professional partnership, constituted as a pure simple society, that meets the requirements set forth in Articles 4 and 6 of this Instruction.

§1 The Securities and Exchange Commission shall maintain, furthermore, a registry of the technical managers authorized to issue and sign audit reports, in the name of each society, within the scope of the securities market.

§2 For the purposes of this Instruction, technical managers comprise the partners and other accountants who maintain a professional bond of any nature with the audit society, who have met the requirements contained in this Instruction.

§3 The Independent Auditor - Legal Person is jointly responsible for compliance with this Instruction, regarding professional conduct, the exercise of the activity, and the issuance of opinions and audit reports, by its technical managers.

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Art. 4 ......

I – be registered in the Civil Registry of Legal Entities, under the form of a pure simple society, constituted exclusively for the provision of professional audit services and other services inherent to the accounting profession;

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V – all technical managers authorized to issue and sign audit reports in the name of the society, as set forth in §§ 1 and 2 of Art. 2, having exercised the activity of auditing financial statements, proven in the terms of Art. 7; within the national territory for a period of no less than five years, consecutive or not, counted from the date of registration in the Regional Council of Accounting, in the category of accountant;

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Art. 5 ......

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II – copy of the professional identity card of the accountant, or equivalent certificate, issued by the Regional Council of Accounting;

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VII – Certificate of Regularity to prove compliance with the Continuing Professional Education Program by the accountant, from the year following their approval in the Technical Qualification Exam referred to in the previous item, in accordance with Art. 34 of this Instruction and with the guidelines approved by the CFC.

Art. 6 ......

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VIII – indication of up to two partners as representatives of the society before the CVM, who will be responsible for pursuing and forwarding the provision of clarifications related to compliance with this Instruction and with the exercise of the professional activity within the scope of the securities market;

IX – copy of the professional identity card of the accountant, or equivalent certificate issued by the Regional Council of Accounting, of the partners and of the other technical managers;

X – registration information of the partners and of the other technical managers (Annex II);

XI – proof of the exercise of the audit activity by each of the technical managers, in the terms of Art. 7;

XII – certificate of approval in the technical qualification exam of each of the technical managers, provided for in Art. 30, and

XIII – Certificate of Regularity to prove compliance with the Continuing Professional Education Program by the technical manager, from the year following their approval in the Technical Qualification Exam referred to in the previous item, in accordance with Art. 34 of this Instruction and with the guidelines approved by the CFC.

Art. 7 ......

I – copies of opinions or audit reports accompanied by the audited financial statements, issued and signed by the interested party, published in specialized newspapers or magazines or made available on the worldwide computer network, one publication being sufficient for each year; or

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§1 At the discretion of the CVM, proof of experience in auditing financial statements may also be satisfied by the presentation of copies of opinions or audit reports and respective detailed reports, issued and signed by the interested party, accompanied by the respective financial statements, authenticated by the audited entity, containing express authorization for such documents to be presented to the Securities and Exchange Commission, for the purpose of proving the audit activity of the interested party, one proof being sufficient for each year.

§2 In the cases provided for in item II of this article, the exercise for a period of five years, in a position of direction, management, or supervision in the area of auditing financial statements, from the date of registration in the category of accountant, shall be proven.

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ON THE EXAMINATION OF THE APPLICATION AND THE DEADLINE FOR GRANTING REGISTRATION AS AN AUDITOR OR REGISTRATION AS A TECHNICAL MANAGER

Art. 8 The application for registration as an independent auditor, or for registration as a technical manager of an Independent Auditor - Legal Person, shall be subject to examination by the Securities and Exchange Commission, which may require the completion of the initially presented documents, their updating, as well as the presentation of other documents, including audit working papers, which it deems necessary.

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Art. 11 ......

Sole Paragraph: It is prohibited for the same partner to participate, or for the same accountant to assume technical responsibility, in more than one Independent Auditor - Legal Person registered with the Securities and Exchange Commission.

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Art. 16. The Independent Auditor - Natural Person and the Independent Auditor - Legal Person shall annually transmit, by the last business day of the month of April, through the worldwide computer network, the information requested in Annex VI, relating to the previous fiscal year.

Art. 17. Without prejudice to the Securities and Exchange Commission being able to demand the updating of any documents and information at any time, independent auditors shall, whenever there is a change, forward to the CVM, within thirty days from the date of its occurrence:

a) transcript, certificate, or copy of the changes to the articles of association, with proof of registration and filing in the Civil Registry of Legal Entities and in the Regional Council of Accounting;

b) copy of the professional identity card of the accountant or equivalent certificate of the new partners; and

c) Registration Information (Annex II) of the new partners.

Art. 18 ......

I - Fine of R$ 50.00 (fifty reais) - for the non-presentation of the information and documents required in Art. 17 of this Instruction;

II - Fine of R$ 100.00 (one hundred reais) - for the non-presentation of the information and documents required in Art. 16 and in §§ 1 and 2 of Art. 28 of this Instruction.

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Art. 21. Audit reports and documents intended to satisfy the requirements of the Securities and Exchange Commission shall be issued and signed, with the indication of the professional category and the registration number in the Regional Council of Accounting, when Natural Person, or with the indication of the professional category, the registration number, and the registry number in the Regional Council of Accounting, respectively, of the technical manager and the society, when Legal Person.

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Art. 25 ......

I - verify:

a) if the financial statements and the audit report were disclosed in the newspapers in which their publication is mandatory and if these correspond to the audited financial statements and the originally issued report;

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II - prepare and forward to the administration and the Fiscal Council, a detailed report containing its observations regarding the internal controls and the accounting procedures of the audited entity, describing, furthermore, any deficiencies or inefficiencies identified during the course of the work;

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IV - clearly indicate, and by how much, the accounts or subgroups of accounts of assets, liabilities, results, and equity that are affected by the adoption of accounting procedures conflicting with the Fundamental Accounting Principles, as well as the effects on mandatory dividends and profit or loss per share, as the case may be, whenever issuing a report on the review of interim information or an adverse or qualified audit report;

V - provide access to CVM inspection and provide or allow the reproduction of the documents referred to in item III, which served as the basis for the issuance of the report on the review of interim information or audit report; and

VI - in the case of substitution by another auditor, safeguarding confidentiality aspects and with prior agreement of the audited entity, allow the new contracted auditor access to the documents and information that served as the basis for the issuance of the reports on the review of interim information or audit reports of previous fiscal years.

VII – ensure that all partners, directors, managers, supervisors, or any other members, with management functions, in the team designated for the exercise of the audit activity in entities regulated by the CVM, have been approved in a Specific Technical Qualification Exam for the CVM.

VIII – communicate the main audit matters in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the professional audit standards approved by the Federal Council of Accounting - CFC.

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Art. 26 ......

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§2 The responsibility of the administrators of the audited entities for the information contained in the financial statements, or in the declarations provided, does not eliminate the responsibility of the independent auditor regarding its report on the review of interim information or audit report, nor does it relieve it of the adoption of the audit procedures required under the circumstances.

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Art. 30. The technical qualification exam shall be held at least once every year, with a view to qualifying the independent auditor for the exercise of the activity of auditing financial statements for all entities comprising the securities market.

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Art. 33. Independent auditors shall, every four-year cycle, submit to a review of their quality control, according to the guidelines emanating from the Federal Council of Accounting - CFC, which shall be carried out by another independent auditor, also registered with the Securities and Exchange Commission.

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§2 The reviewing auditor shall issue a quality control review report to be forwarded to the independent auditor and to the Federal Council of Accounting – CFC, within the timeframes defined by it.

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§5 Non-compliance with the provisions of the main paragraph in at least 2 (two) of the last 5 (five) years shall result in the immediate suspension of the registration of the Independent Auditor – Natural Person, or of the Independent Auditor – Legal Person, until a new review of its quality control is presented, according to the guidelines of the Federal Council of Accounting, with a report issued without qualifications, duly approved by the Management Committee of the External Quality Review Program, or equivalent, instituted by the Federal Council of Accounting - CFC.

Art. 34. Independent auditors shall maintain a continuing education policy for themselves, in the case of a natural person, and for their entire partnership and staff, if a legal person, as the case may be, according to the guidelines approved by the Federal Council of Accounting - CFC, with a view to ensuring quality and full compliance with the standards governing the exercise of the activity of auditing financial statements.

§ 1 The provisions of the main paragraph apply to Independent Auditors – Natural Persons and to partners, whether or not they exercise the audit activity, technical managers, directors, supervisors, and managers of Independent Auditors - Legal Persons.

§2 Non-compliance with the provisions of the main paragraph in at least 2 (two) of the last 5 (five) years shall result in the immediate suspension of the registration of the Independent Auditor – Natural Person, or of the registration as a technical manager of an Independent Auditor – Legal Person, until a new certificate of approval in the Technical Qualification Exam, provided for in Art. 30 of this Instruction, is presented, regardless of the adoption of other applicable administrative measures.” (NR)

Art. 2 CVM Instruction No. 308, of 1999, shall enter into force supplemented by Article 6-A with the following wording:

“Art. 6-A The application for registration as a technical manager of an Independent Auditor – Legal Person, already registered with the CVM, shall be accompanied by the following documents:

I – simple request, signed by the representative of the society, with the indication of the name of the professional to be included in the registry;

II – registration information of the technical manager (Annex II);

III – copy of the professional identity card of the accountant, or equivalent certificate, issued by the Regional Council of Accounting;

IV – proof of the exercise of audit activity by the new technical manager, as set forth in Art. 7;

V – certificate of approval in the technical qualification exam of each of the technical managers, provided for in Art. 30, and

VI - Certificate of Regularity to prove compliance with the Continuing Professional Education Program by the technical manager, from the year following their approval in the Technical Qualification Exam referred to in the previous item, in accordance with Art. 34 of this Instruction and with the guidelines approved by the CFC.” (NR)

Art. 3 The provisions of item VIII of Art. 25 of CVM Instruction No. 308, of 1999, are applicable to audit reports issued for financial statements of fiscal years ending on or after:

I – December 31, 2016, for entities authorized by a market administrator to trade their securities in an organized market.

II - December 31, 2017, for the other entities registered or supervised by the CVM, with early application permitted.

Art. 4 The provisions of the sole paragraph of Art. 11 and item VII of Art. 25, of CVM Instruction No. 308, of 1999, are applicable from January 1, 2019.

Art. 5 Annexes I, II, IV, and VI of CVM Instruction No. 308, of 1999, are amended.

Art. 6 Annexes III and V of CVM Instruction No. 308, of 1999, are revoked.

Art. 7 This Instruction enters into force on the date of its publication.

Signed original by
MARCELO BARBOSA
President

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 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. 591, OF OCTOBER 26, 2017 11

Annex I
(Application for Registration of Independent Auditor - Natural Person)

To
SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rio de Janeiro - RJ

(Full Name) requests the registration of “Independent Auditor - Natural Person”, for which it attaches:

• copy of the professional identity card of the accountant, or equivalent certificate issued by the Regional Council of Accounting, indicating the date of homologation of the registration in the category of accountant;
• registration information (Annex II);
• copy of the License for Location and Operation or equivalent competent document, issued by the Municipal Prefecture;
• copy of the certificate of approval in the technical qualification exam;
• documents to prove the exercise of the audit activity, in the terms of Art. 7; and
• proof of having detached from the auditor team of “Independent Auditor - Legal Person” (if applicable, as per Art. 11).

Place and date
Full Name and Signature
CRC - No.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 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. 591, OF OCTOBER 26, 2017 12

Annex II
Registration Information

1 - Full Name:
2 - Personal Address:
(indicate street, number, complement, neighborhood, city, State, ZIP code, phone, fax, email, etc.).
3 - Nationality, place and date of birth:
4 - Parentage:
5 - Marital Status: (if married, indicate the spouse's name and the marriage regime).
6 - Identity Document: (indicate registration number, date of issue, and issuing body).
7 - Professional Identity Document:
(indicate registration number, date of issue, and Regional Council of Accounting issuing it).
8 - Number of registration in the National Registry of Natural Persons of the Ministry of Finance:
9 - Name of the “Independent Auditor - Legal Person” registered with the Securities and Exchange Commission, of which they are a partner, director, or employee (when applicable):
(indicate the corporate name or trade name in the assumption of obtaining the registration).
10 - Professional Address:
(indicate street, number, complement, neighborhood, city, State, ZIP code, phone, telex, fax, email, etc.).
11 - Participation as a partner or shareholder of entities, including the spouse and dependents:
(list, separately, the participation of the applicant and dependents, indicating the corporate name/trade name, the quantity of shares or quotas held, and the percentage of participation, or inform that there is nothing to declare). 12 - Complementary information, at the discretion of the applicant:

Place and date

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 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. 591, OF OCTOBER 26, 2017 13

Full Name and Signature
CRC - No.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 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. 591, OF OCTOBER 26, 2017 14

Annex IV
Application for Registration of “Independent Auditor - Legal Person”

To
SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rio de Janeiro - RJ

(Corporate Name or Trade Name) requests the registration of “Independent Auditor - Legal Person”, for which it attaches:

Of the Society:

• transcript, full-text certificate, or copy of the instrument of articles of association or equivalent constitutive act and subsequent alterations registered in the Civil Registry of Legal Entities and in the Regional Council of Accounting (as applicable);
• address of the headquarters and of each branch and/or office (if applicable);
  (indicate street, number, complement, neighborhood, ZIP code, city, state, phone, telex, fax, email, etc.).
• list of entities in which the society, its partners, and technical managers have capital participation and that operate or provide services within the scope of the securities market, indicating their respective areas of activity;
• copy of the National Registry of Legal Entities of the Ministry of Finance, of the headquarters and of each branch and/or office (if applicable);
• copy of the License for Location and Operation or equivalent competent document, issued by the Municipal Prefecture of the headquarters and of each branch and/or office (if applicable);
• copy of the License issued by the Regional Council of Accounting, of the headquarters and of each branch and/or office (if applicable);
• list of partners and other accountants who form the team of technical managers, authorized to issue and sign audit reports in the name of the society within the scope of the securities market; and

Of the partners and technical managers:

• Registration Information (Annex II);

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 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. 591, OF OCTOBER 26, 2017 15

• copy of the professional identity card of the accountant, or equivalent certificate issued by the Regional Council of Accounting indicating the date on which the registration was granted;
• copy of the certificate of approval in the technical qualification exam, for the technical managers; and
• documents to prove the exercise of the auditing activity by the technical managers authorized to issue and sign audit reports on behalf of the company within the securities market.

Place and date
(company name or trade name)
(CRC registration number of the company)
(full name and signature of the partner representative) CRC - No. (of the partner)

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 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. 591, OF OCTOBER 26, 2017 16

Annex VI

1. Annual Information

1. Identification of the Independent Auditor:
   1.a) full name (if an individual) or; company name or trade name (if a legal entity) 1.b) address(es) (the legal entity must indicate the address of its headquarters and all branches and/or offices) 1.c) name of the partner(s) representing the entity before the CVM (legal entity);

2. Nominal list of entities for which audit services are provided, subdivided into:
   2.a) Open Companies:
   Open Companies (a) Date
   (b)
   +10
   % (c)
   (a) list in alphabetical order, regardless of the line of business, all companies registered with the CVM, with shares traded on an exchange or over-the-counter market.
   (b) in the case of the first audit, indicate the date of the contract.
   (c) indicate the percentage of participation in relation to total revenue when it is greater than 10%.

2. 2.b) Members of the Securities Market:
   Members of the Securities Market (d) Date
   (e)
   +10
   % (f)
   (d) list the institutions, companies, or entities that make up the securities market, namely: Stock Exchange, Securities Brokers, Securities Distributors, Foreign Capital Conversion Funds, Mutual Equity Funds, Foreign Capital Investment Funds, Providers of Fungible Custody Services, Foreign Capital Investment Companies, Providers of Certificate Issuance Services, Providers

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 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. 591, OF OCTOBER 26, 2017 17

of Portfolio Administration Services, Privatization Funds, Real Estate Funds, Emerging Companies Funds, Companies Issuing Certificates of Investment in the Audiovisual Area.
(e) in the case of the first audit, indicate the date of the contract.
(f) indicate the percentage of participation in relation to total revenue when it is greater than 10%.

2.c) Incentivized Companies:
Incentivized Companies (g) Date
(h)
+10
% (i)
(g) list the companies benefiting from tax incentives, provided for in Law No. 8.167/91, as set forth in Decree-Law No. 2.298/86.
(h) in the case of the first audit, indicate the date of the contract.
(i) indicate the percentage of participation in relation to total revenue when it is greater than 10%.

3. Quantity of entities not classifiable in the previous items:
   (inform the number of entities audited during the previous fiscal year, which do not fit into the previous items)

4. Value of annual revenue and hours worked in audit services, as discriminated;
   Revenue in Audit Services: R$
   Percentage of audit revenue in relation to total revenue:
   %
   Total hours worked in audit during the fiscal year:

5. Criteria adopted in the determination of professional fees:
   (briefly describe the criteria used to establish the charging of fees for services rendered)

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 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. 591, OF OCTOBER 26, 2017 18

6. Number of partners and permanent employees in the technical area:
   Number of partners:
   Total number of employees in the technical area:

7. List of entities in which the company, its partners, and technical managers have capital participation and which operate or provide services within the securities market, indicating their respective lines of business or changes occurred during the period:
   Entities (company name or trade name) Line of business

IMPORTANT OBSERVATIONS REGARDING THE SUBMISSION OF ANNUAL INFORMATION:

1. All items must be answered. If there is no information to be presented in any item, the expression "NOT APPLICABLE" must be indicated.

2. The deadline for submitting this information is until the last business day of April.

3. The document must be signed by the Independent Auditor - Individual or by the partner representative of the Independent Auditor - Legal Entity before the CVM.