CVM Instruction No. 616 of December 3, 2019 (Revoked)

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. 616, OF DECEMBER 3, 2019 Amends and adds provisions to CVM Instruction No. 361, of March 5, 2002.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on November 5, 2019, based on the provisions of
Article 18, item II, letters “a” and “c” of Law No. 6.385, of December 7, 1976, APPROVED the
following Instruction:

Art. 1. Articles 11, 12, 15 and 34 of CVM Instruction No. 361, of March 5, 2002, shall enter into force with the following wording:

“Art. 11. The tender offer instrument shall be disclosed to the market, in the form of a notice, observing the maximum period of 10 (ten) days, after obtaining registration with the CVM, when this is required.

§ 1. The tender offer instrument shall also include, if applicable, the date of approval of the tender offer registration request with the CVM, with the information, in bold, that the approval of the tender offer registration request does not imply, on the part of the CVM, a guarantee of the veracity of the information provided, a judgment on the quality of the target company or the price offered for the shares subject to the tender offer.

§ 2. For the purposes of the disclosure referred to in the caput of this article, the notice shall be sent by the offeror to the investor relations director of the target company, so that he transmits it immediately to the market, through an electronic system available on the CVM website on the worldwide computer network, remaining also available to interested parties, at minimum, at the CVM, at the stock exchange or at the over-the-counter organized market entity where the auction must be held, at the offeror's address, at the headquarters of the intermediary institution and the target company, as well as accessible on the worldwide computer network, at the electronic address of the target company.

§ 3. Without prejudice to the provisions of § 2, the publication of the notice by the offeror, under the terms of Article 289 of Law 6.404, of 1976, is:

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. 616, OF DECEMBER 3, 2019 2

I – mandatory, in the case of a tender offer for the acquisition of control; and II – optional, in other cases.” (NR)

“Art. 12 ...

§ 2. ...

II – except in the tender offer for the acquisition of control, the possibility of buyer interference, observing the provisions of §§ 4, 5 and 8 below.

...

§ 8. When admitted, buyer interference may cover a lot of shares lower than the subject of the tender offer, with pro rata allocation, except in the tender offer for cancellation of registration and in the tender offer for increase of participation, cases in which the interference must cover the total lot.” (NR)

“Art. 15. In the tender offer formulated by the target company, by the controlling shareholder or by persons linked to him, in case of acceptance by holders of more than 1/3 (one third) and less than 2/3 (two thirds) of the shares in circulation, the offeror may only:

...

§ 1. If the provisions of Article 37, §§ 1 and 2 are not applicable, the limit of 1/3 (one third) provided for in item I shall be calculated based on the number of shares existing in circulation on the date of closure of the first public distribution offer of shares of the company or, if no offer has been made, on the date of obtaining the company's registration for trading of securities in regulated securities markets.

§ 2. The provisions of the caput do not apply to the tender offer:

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. 616, OF DECEMBER 3, 2019 3

I – by alienation of control;
II – by increase of participation; and
III – resulting, under the regulations of the entity administering organized markets, from:
a) withdrawal of a certain species or class of securities from trading in organized markets; or b) exit from a special trading segment that ensures, through a contractual link, differentiated corporate governance practices.” (NR)

“Art. 34 ...

§ 3. In the case of § 2, the tender offer must be formulated at a price that satisfies simultaneously the requirements of all modalities of tender offer that are intended to be aggregated, without prejudice to the possibility of the offeror including more than one payment option.” (NR)

Art. 2. Article 35 of CVM Instruction No. 361, of March 5, 2002, is hereby revoked.

Art. 3. This Instruction enters into force on the date of its publication.

Original signed by
MARCELO BARBOSA
President