CVM Instruction No. 594 of December 20, 2017

SECURITY AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil – Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil – Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil – Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM INSTRUCTION NO. 594, OF DECEMBER 20, 2017

Amends provisions of CVM Instruction No. 481, of December 17, 2009.

THE PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on December 13, 2017, based on the provisions of Arts. 8, item I; and 22, § 1, items I and VIII, of Law No. 6,385, of December 7, 1976; and Arts. 121, sole paragraph; 127, sole paragraph, of Law No. 6,404, of December 15, 1976,

APPROVED the following Instruction:

Art. 1 Articles 1, 21-A, 21-L, 21-W and 21-X of CVM Instruction No. 481, of December 17, 2009, shall enter into force with the following wording:

“Art. 1 ......
......
§ 1 This Instruction applies exclusively to open companies registered in Category A and authorized by a market administrator entity to trade shares on a stock exchange.

§ 2 The provisions of this Instruction do not apply to open companies that do not have shares in circulation, considered as such the company's shares, with the exception of those held by the controlling shareholder, persons linked to him, the company's administrators, and those held in treasury.

§ 3 For the purposes of § 2, linked person means a natural or legal person, fund, or universality of rights, that acts representing the same interest of the person or entity to which it is linked.” (NR)

“Art. 21-A. ......

§ 1 ......
I – at the time of the ordinary general meeting; II – whenever the general meeting is convened to deliberate on the election of members:
a) of the fiscal council; or b) of the board of directors, when the election is necessary due to the vacancy of the majority of the board's positions, due to vacancy in a board elected by multiple voting, or to fill vacancies dedicated to separate election as provided in Arts. 141, § 4, and 239 of Law No. 6,404, of 1976; and III – whenever the extraordinary general meeting is convened to occur on the same date scheduled for the ordinary general meeting.
......

§ 3 The remote voting ballot may be reissued by the company:
I – up to 20 (twenty) days before the date scheduled for the holding of the meeting to include candidates nominated to the board of directors and the fiscal council in the manner of Art. 21-L; or II – in exceptional situations, to correct a relevant error that hinders the understanding of the matter to be deliberated by the shareholder, or to adapt the proposal to the provisions of the regulation or the bylaws.

§ 4 In the case of item I of § 3, unless the shareholder sends a new voting instruction, the votes already granted by him to candidates included in the previously published ballot must be considered valid.

§ 5 In the case of item II of § 3, the votes already granted by the shareholder to the affected proposal must be considered invalid.

§ 6 The reissuance of the remote voting ballot must be immediately disclosed to the market by the company, informing:
I – the reason for the reissuance and the proposals of the ballot that were altered; II – that votes already granted to the altered deliberation will be considered invalid, if the reissuance occurs in the case of item II of § 3; III – the deadline for the shareholder, if desired, to send a new voting instruction; and IV – that, to avoid having their voting instruction considered conflicting, it is recommended that the shareholder send their eventual new instruction to the same previously used service provider.” (NR)

“Art. 21-L. ......
......

§ 1 The request for inclusion referred to in the caput must be received by the investor relations director, in writing and in accordance with the guidelines contained in item 12.2 of the reference form:
I – in the case of item I of the caput, in the period between:
a) the first business day of the fiscal year in which the general meeting will be held and up to 25 (twenty-five) days before the date of its holding, in the case of an ordinary general meeting; or b) the first business day after the occurrence of an event justifying the convening of a general meeting for the election of members of the board of directors and the fiscal council and up to 25 (twenty-five) days before the date of holding the meeting, in the case of an extraordinary general meeting convened for this purpose; and II – in the case of item II of the caput, in the period between the first business day of the fiscal year in which the ordinary general meeting will be held and up to 45 (forty-five) days before the date of its holding. ......” (NR)

“Art. 21-W. ......
......

§ 6 The company must disclose, through an electronic system on the CVM website and on the company's own website on the worldwide web:
I – a final synthetic voting map, on the date of the holding of the meeting, consolidating the votes cast remotely and the votes cast in person, as computed in the meeting, identifying how many approvals, rejections, or abstentions each matter received and how many votes each candidate or slate received; and II – a detailed final voting map, within 7 (seven) business days after the date of the holding of the meeting, consolidating the votes cast remotely and the votes cast in person, as computed in the meeting, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by him regarding each matter, and the information about the shareholding position.” (NR)

“Art. 21-X. ......
......

Sole paragraph. The provisions of items I and II also apply in the case of a second call for the meeting.” (NR)

Art. 2 Items 11, 12-A, 12-B, 12-C, 12-D, 13, 14, 15, 16-A, 16-B and 17 of Annex 21-F of CVM Instruction No. 481, of 2009, shall enter into force with the following wording:

“11. Do you wish to request the adoption of the multiple voting process for the election of the board of directors, in accordance with Art. 141 of Law No. 6,404, of 1976? 1 [ ] Yes [ ] No [ ] Abstain” (NR)

“12-A. Election of a member of the board of directors, if there is only one slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to your shares continue to be granted to the chosen slate? 2 [ ] Yes [ ] No [ ] Abstain

1 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of requesting multiple voting.
2 If the shareholder chooses “No” or “Abstain” and the slate has been altered, their vote must be counted as an abstention in the respective deliberation of the meeting.

In the event of adoption of the multiple voting election process, must the votes corresponding to your shares be distributed in equal percentages among the members of the slate you chose? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the members of the chosen slate up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 3 [the following field should only be filled in if the shareholder answered “No” to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate” (NR)

“12-B. Election of a member of the board of directors, if there is more than one slate:
Indication of each slate and all names comprising it [ ] Number of the chosen slate [ ] Abstain

If one of the candidates comprising the chosen slate ceases to be part of it, can the votes corresponding to your shares continue to be granted to the chosen slate? 4 [ ] Yes [ ] No [ ] Abstain

[the following field should only be filled in if the shareholder answered “No” to the previous question] Candidate 1 - [ ] % percentage of votes to be attributed to the candidate Candidate 2 - [ ] % percentage of votes to be attributed to the candidate Candidate 3 - [ ] % percentage of votes to be attributed to the candidate Candidate 4 - [ ] % percentage of votes to be attributed to the candidate Candidate 5 - [ ] % percentage of votes to be attributed to the candidate Candidate 6 - [ ] % percentage of votes to be attributed to the candidate” (NR)

“12-C. Election of a member of the board of directors, if the election is not by slate (the shareholder may indicate as many candidates as there are vacancies to be filled in the general election):
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain
Candidate 3
[ ] Approve [ ] Reject [ ] Abstain
Candidate 4
[ ] Approve [ ] Reject [ ] Abstain
Candidate 5
[ ] Approve [ ] Reject [ ] Abstain
Candidate 6
[ ] Approve [ ] Reject [ ] Abstain

In the event of adoption of the multiple voting election process, must the votes corresponding to your shares be distributed in equal percentages among the candidates you chose? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 6

“12-D. Election of a member of the board of directors, if the election is by multiple voting:
In the event of adoption of the multiple voting election process, must the votes corresponding to your shares be distributed in equal percentages among the candidates indicated below? [The shareholder must be aware that the equal distribution will consider the division of the 100% percentage among the chosen candidates up to the first two decimal places, without rounding, and that the fractions of shares calculated from the application of the resulting percentage will not be allocated to any candidate, being disregarded in the multiple voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 7

“13. [the shareholder can only fill in this field if they have left field 12 blank and have been the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting] Request for separate election of a member of the board of directors by minority shareholders holding shares with voting rights:
Do you wish to request the separate election of a member of the board of directors, in accordance with Art. 141, § 4, I, of Law No. 6,404, of 1976? 8 [ ] Yes [ ] No [ ] Abstain” (NR)

“14. [the shareholder can only fill in this field if they have left field 12 blank and have been the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting] Request for separate election of a member of the board of directors by shareholders holding preferred shares without voting rights or with restricted voting rights:
Do you wish to request the separate election of a member of the board of directors, in accordance with Art. 141, § 4, II, of Law No. 6,404, of 1976? 9 [ ] Yes [ ] No [ ] Abstain” (NR)

Art. 3 Items 13-A and 14-A are added to Annex 21-F of CVM Instruction No. 481, of 2009, with the following wording:

“13-A. [the shareholder can only fill in this field if they have left field 12 blank and have been the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting] Separate election of a member of the board of directors by minority shareholders holding shares with voting rights:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain

If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have met, respectively, the quorum required in items I and II of § 4 of Art. 141 of Law No. 6,404, of 1976, do you wish for your vote to be aggregated to the votes of the preferred shares in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing on this remote voting ballot, are running for the separate election? 10 [ ] Yes [ ] No [ ] Abstain” (NR)

“14-A. [the shareholder can only fill in this field if they have been the uninterrupted holder of the shares with which they vote during the 3 months immediately preceding the holding of the general meeting] Separate election of a member of the board of directors by shareholders holding preferred shares without voting rights or with restricted voting rights:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain

If it is verified that neither the holders of shares with voting rights nor the holders of preferred shares without voting rights or with restricted voting rights have met, respectively, the quorum required in items I and II of § 4 of Art. 141 of Law No. 6,404, of 1976, do you wish for your vote to be aggregated to the votes of the shares with voting rights in order to elect to the board of directors the candidate with the highest number of votes among all those who, appearing on this remote voting ballot, are running for the separate election? 11 [ ] Yes [ ] No [ ] Abstain” (NR)

1 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of requesting the separate election of a member of the board of directors. 2 If the shareholder chooses “No” or “Abstain” and the slate has been altered, their vote must be counted as an abstention in the respective deliberation of the meeting. 3 If the shareholder chooses “Abstain” and the election occurs by the multiple voting process, their vote must be counted as an abstention in the respective deliberation of the meeting. 4 If the shareholder chooses “No” or “Abstain” and the slate has been altered, their vote must be counted as an abstention in the respective deliberation of the meeting. 5 If the shareholder chooses “Abstain” and the election occurs by the multiple voting process, their vote must be counted as an abstention in the respective deliberation of the meeting. 6 If the shareholder chooses “Abstain” and the election occurs by the multiple voting process, their vote must be counted as an abstention in the respective deliberation of the meeting. 7 If the shareholder chooses “Abstain” and the election occurs by the multiple voting process, their vote must be counted as an abstention in the respective deliberation of the meeting. 8 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of requesting the separate election of a member of the board of directors. 9 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of requesting the separate election of a member of the board of directors. 10 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of the joint request for separate election of a member of the board of directors. 11 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of the joint request for separate election of a member of the board of directors.”

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2‐5th and 23‐34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050‐901 – Brazil ‐ Tel.: (21) 3554‐8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333‐010 – Brazil ‐ Tel.: (11) 2146‐2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712‐900 – Brazil ‐Tel.: (61) 3327‐2030/2031 www.cvm.gov.br CVM INSTRUCTION No 594, OF DECEMBER 20, 2017 13 the largest number of votes among all those that, appearing in this remote voting ballot, compete in the separate election? 11 [ ] Yes [ ] No [ ] Abstain” (NR) “15. Do you wish to request the installation of the fiscal council, in accordance with art. 161 of Law No. 6.404, of 1976? 12 [ ] Yes [ ] No [ ] Abstain” (NR) “16-A. Election of a member of the fiscal council, if the election is by a single slate:
Indication of all names comprising the slate
[ ] Approve [ ] Reject [ ] Abstain
If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election provided for in arts. 161, § 4º, and 240 of Law No. 6.404, of 1976, can the votes corresponding to their shares continue to be conferred on the chosen slate? 13 [ ] Yes [ ] No [ ] Abstain” (NR) “16-B. Election of a member of the fiscal council, if there is more than one slate competing:
Indication of each slate and all names comprising it [ ] Number of the chosen slate [ ] Abstain If one of the candidates comprising the slate ceases to be part of it to accommodate the separate election provided for in arts. 161, § 4º, and 240 of Law No. 6.404, of 1976, the

11 If the shareholder opts for “No” or “Abstain”, their shares will not be counted for the purposes of the joint request for separate election of a member of the board of directors. 12 If the shareholder opts for “No” or “Abstain”, their shares will not be counted for the purposes of the request for installation of the fiscal council. 13 If the shareholder opts for “No” or “Abstain” and the slate has been altered, their vote must be counted as abstention in the respective deliberation of the assembly.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2‐5th and 23‐34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050‐901 – Brazil ‐ Tel.: (21) 3554‐8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333‐010 – Brazil ‐ Tel.: (11) 2146‐2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712‐900 – Brazil ‐Tel.: (61) 3327‐2030/2031 www.cvm.gov.br CVM INSTRUCTION No 594, OF DECEMBER 20, 2017 14 votes corresponding to their shares can continue to be conferred on the chosen slate? 14 [ ] Yes [ ] No [ ] Abstain” (NR) “17. [the shareholder can only fill out this field if they have left field 16 blank] Separate election of a member of the fiscal council by minority shareholders holding shares with voting rights:
Candidate 1
[ ] Approve [ ] Reject [ ] Abstain
Candidate 2
[ ] Approve [ ] Reject [ ] Abstain”
Art. 4º This Instruction enters into force on the date of its publication and applies to shareholder meetings held from March 5, 2018, onwards, and whose remote voting ballots are published, in the form of § 1º of art. 21-A, from February 1, 2018, onwards. Original signed by MARCELO BARBOSA President

14 If the shareholder opts for “No” or “Abstain” and the slate has been altered, their vote must be counted as abstention in the respective deliberation of the assembly.

CVM Instruction No. 594 of December 20, 2017

Lineage: In force

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