Rule · CVM · 3 Sep 2019
Effective January 1, 2020, this instruction amends CVM Instruction No. 481. If a shareholder votes “no” or “abstain” on an altered slate, the vote counts as an abstention. In cumulative voting, an “abstain” vote also counts as an abstention. Shares voting “no” or “abstain” are excluded from calculating thresholds for requesting separate board member elections, whether individually or jointly. These rules apply to shareholders participating in assembly deliberations. The instruction mandates reporting templates for board election outcomes, specifically detailing slates when only one exists.
SECURITY AND EXCHANGE COMMISSION OF BRAZIL - CVM 7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000
CVM INSTRUCTION NO. 614, OF SEPTEMBER 3, 2019
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 this date, based on the provisions of Art. 8, item I; and Art. 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 Items 12-A, 12-B, 12-C, 12-D, 13, 13-A and 14 of Annex 21-F of CVM Instruction No. 481, of 2009, shall enter into force with the following wording:
“12-A. [the votes indicated in this field will be disregarded if the shareholder holding shares with voting rights also fills in fields 13 and 13-A and the separate election referred to in these fields takes place] 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 conferred on the chosen slate? 1 [ ] Yes [ ] No [ ] Abstain In the event of adoption of the cumulative voting 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 cumulative voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 2 [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. [the votes indicated in this field will be disregarded if the shareholder holding shares with voting rights also fills in fields 13 and 13-A and the separate election referred to in these fields takes place] 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 conferred on the chosen slate? 3 [ ] Yes [ ] No [ ] Abstain In the event of adoption of the cumulative voting 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 cumulative voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 4 [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. [the votes indicated in this field will be disregarded if the shareholder holding shares with voting rights also fills in fields 13 and 13-A and the separate election referred to in these fields takes place] 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 cumulative voting 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 cumulative voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 5 [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-D. [the votes indicated in this field will be disregarded if the shareholder holding shares with voting rights also fills in fields 13 and 13-A and the separate election referred to in these fields takes place] Election of a member of the board of directors, if the election is by cumulative voting:
In the event of adoption of the cumulative voting 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 cumulative voting procedure, in which case the shareholder may not vote with the entirety of their shares] [ ] Yes [ ] No [ ] Abstain 6 [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)
“13. [the shareholder may only fill in this field if they are 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, under the terms of Art. 141, § 4, I, of Law No. 6,404, of 1976? 7 [ ] Yes [ ] No [ ] Abstain” (NR)
“13-A. [the shareholder may only fill in this field if they are 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 reached, 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 with 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 in this remote voting ballot, are competing in the separate election? 8 [ ] Yes [ ] No [ ] Abstain” (NR)
“14. [the shareholder may only fill in this field if they are 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, under the terms of Art. 141, § 4, II, of Law No. 6,404, of 1976? 9 [ ] Yes [ ] No [ ] Abstain” (NR)
Art. 2 This Instruction shall enter into force on January 1, 2020.
Original signed by
MARCELO BARBOSA
President
1 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 assembly.
2 If the shareholder chooses “abstain” and the election takes place by the cumulative voting process, their vote must be counted as an abstention in the respective deliberation of the assembly.
3 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 assembly.
4 If the shareholder chooses “abstain” and the election takes place by the cumulative voting process, their vote must be counted as an abstention in the respective deliberation of the assembly.
5 If the shareholder chooses “abstain” and the election takes place by the cumulative voting process, their vote must be counted as an abstention in the respective deliberation of the assembly.
6 If the shareholder chooses “abstain” and the election takes place by the cumulative voting process, their vote must be counted as an abstention in the respective deliberation of the assembly.
7 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.
8 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.
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.
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This document amends: CVM Instruction No. 481 of December 17, 2009 (Revoked)
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