CVM Instruction No. 622 of April 17, 2020 (Revoked)

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

CVM INSTRUCTION NO. 622, OF APRIL 17, 2020

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

THE PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Board, in a meeting held on April 16, 2020, based on the provisions of Articles 8, I and III, and 22, § 1º, I, of Law No. 6.385, of December 7, 1976, and Articles 121, § 1º, 124, § 2º-A, and 126, § 2º, of Law No. 6.404, of December 15, 1976, APPROVED the following Instruction:

Art. 1. Articles 1, 4, 5, 21-C, 21-V, and 30 of CVM Instruction No. 481, of December 17, 2009, shall enter into force with the following wording:

“Art. 1º ......
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§ 4. Open companies that do not meet the criteria established in §§ 1, 2, and 3 may also hold meetings partially or exclusively digitally, provided they fully comply with the requirements established for this purpose in this Instruction.” (NR)

“Art. 4. The notice of convening of meetings must necessarily contain:
I – in meetings intended for the election of members of the board of directors, the minimum percentage of participation in voting capital necessary to request the adoption of multiple voting; II – in case, for reasons of force majeure, the meeting is not held in the building where the company has its headquarters, the location where the meeting will be held, which must be in the same Municipality as the headquarters, except for the case provided in § 4; III – if remote participation through an electronic system is admitted, under the terms of Article 21-C, § 2°, item II, information detailing the rules and procedures on how shareholders can participate and vote remotely in the meeting, including information necessary and sufficient for access and use of the system by shareholders, and whether the meeting will be held partially or exclusively in digital mode.

§ 1. The information referred to in item III of the main text may be disclosed in the notice of convening in a summarized form with indication of the addresses on the world wide web, where the complete information must be available to all investors, observing the provisions of Article 6.

§ 2. It is considered that the meeting is held:
I – in exclusively digital mode, if shareholders can only participate and vote through electronic systems, without prejudice to the use of the remote voting ballot as a means to exercise the right to vote; and II – in partially digital mode, if shareholders can participate and vote both in person and remotely, without prejudice to the use of the remote voting ballot as a means to exercise the right to vote.

§ 3. A meeting held exclusively in digital mode shall be considered as held at the company's headquarters.

§ 4. In meetings held in partially digital mode, the in-person meeting may, on an exceptional basis and with justification presented in the convening notice, take place outside the company's headquarters, including in another municipality.” (NR)

“Art. 5. ......
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§ 1. The company may request the prior deposit of the documents mentioned in the notice of convening.

§ 2. A shareholder who appears in person may participate in the meeting provided they present the documents by the time stipulated for the opening of the proceedings, even if they failed to deposit them previously.

§ 3. The company may require the shareholder who intends to participate through the electronic system, in accordance with Article 21-C, II, to deposit the documents referred to in § 1 within 2 (two) days before the date of the meeting.

§ 4. The presentation of the documents mentioned in §§ 1 and 2 of this article by means of digital protocol is admitted.” (NR).

“Art. 21-C. ......
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§ 1. The company must ensure that the electronic system referred to in the main text ensures the registration of the presence of shareholders and their respective votes, as well as, in the case of remote participation, at least:
I – the possibility of manifestation and simultaneous access to documents presented during the meeting that have not been made available previously; II – the complete recording of the meeting; and III – the possibility of communication between shareholders.

§ 2. If providing an electronic system for remote participation in the meeting, the company must give the shareholder the following alternatives:
I - to simply participate in the meeting, having or not sent a remote voting ballot; or II - to participate and vote in the meeting, observing that, regarding the shareholder who has already sent the remote voting ballot and who, if they wish, votes in the meeting, all voting instructions received by means of remote voting ballot for that shareholder, identified by means of their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, must be disregarded.

§ 3. The company that provides shareholders with the electronic system referred to in this article, with the prerogatives of § 2, may hold the general meeting in partially or exclusively digital mode.

§ 4. The provisions of this article do not prevent companies from transmitting their general meetings through mass media, such as the world wide web.

§ 5. Administrators, third parties authorized to participate, and persons whose presence is mandatory in meetings may participate remotely in meetings held partially or exclusively in digital mode.”(NR)

“Art. 21-V. ......
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§ 1. The shareholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the general meeting.

§ 2. The registration in the minutes of the shareholders referred to in items II and III may be carried out by the chairman of the board and the secretary, whose signatures may be made by means of digital certification or recognized by other means that guarantee their authorship and integrity in a format compatible with that adopted by the company for the holding of the meeting.”(NR)

“Art. 30. ......
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§ 2. ......
I – REVOKED
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”(NR)

Art. 2. General and special meetings convened by open companies prior to the issuance of this Instruction may be held in partially or exclusively digital mode, even if the notice of convening did not include the information required in items II and III and in § 4 of Article 4 of CVM Instruction No. 481, of 2009, provided that, by means of a relevant fact communication, at least 5 (five) days before the holding of the meeting, such information is provided to the shareholders, observing the provisions of the aforementioned Instruction.

Sole Paragraph. In the case of meetings called to be held until April 30, 2020, the minimum advance period referred to in the main text shall be 1 (one) day.

Art. 3. Item I of § 2 of Article 30 of CVM Instruction No. 481, of December 17, 2009, is revoked.

Art. 4. This Instruction enters into force on the date of its publication.

Original signed by
MARCELO BARBOSA
President