CVM Instruction No. 625 of May 14, 2020

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September 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 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. 625, OF MAY 14, 2020

Provides for remote participation and voting in bondholder assemblies and alters provisions of CVM Instruction No. 476, of January 16, 2009, and CVM Instruction No. 583, of December 20, 2016.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on May 13, 2020, based on the provisions of Arts. 2°, IX and §2°, 8°, I and III, 19, § 5°, 21, §6°, and 22, §1°, I, of Law No. 6.385, of December 7, 1976, and Arts. 71, § 2°, and 121, § 1°, of Law No. 6.404, of December 15, 1976, APPROVED the following Instruction:

CHAPTER I - SCOPE AND PURPOSE

Art. 1. This Instruction regulates remote participation and voting in assemblies of holders of debentures issued by publicly offered open companies or admitted to trading on securities markets, including their holding in a partial or exclusively digital manner.

§ 1. The provisions of this Instruction also apply to assemblies of holders of real estate or agribusiness receivables certificates and commercial promissory notes publicly offered or admitted to trading on securities markets, observing the provisions of specific norms applicable to these securities.

§ 2. In the application of this Instruction to the assemblies referred to in §1, the references to “debentures” apply to the respective securities, to “bondholders” to the holders of the aforementioned securities, to the “company” to the respective issuer, and to the “indenture” to the credit rights securitization term or equivalent instrument with respect to such securities.

§ 3. The provisions of this Instruction do not apply to assemblies of debenture holders whose indenture expressly prohibits remote participation and voting.

CHAPTER II - MODALITIES

Art. 2. It is considered that the assembly is held:
I – in an exclusively digital manner, if bondholders can only participate and vote through electronic systems, without prejudice to the possibility of adopting remote voting instructions prior to the holding of the assembly; and II – in a partially digital manner, if bondholders can participate and vote both in person and, through electronic systems, remotely, without prejudice to the possibility of adopting remote voting instructions prior to the holding of the assembly.

CHAPTER III – SUMMONING OF THE ASSEMBLY

Art. 3. In the case of holding an assembly that contemplates at least one of the following remote participation alternatives, the respective summoning announcement must contain the following additional information:
I – if the submission of voting instructions prior to the holding of the assembly is admitted: the applicable rules and procedures, including guidelines on filling out and sending and the formalities necessary for the sent vote to be considered valid; and II – if remote participation and voting during the assembly through an electronic system is admitted: the applicable rules and procedures, including necessary and sufficient information for access and use of the system by bondholders, and whether the assembly will be held in a partial or exclusively digital manner.

§ 1. The information referred to in this article may be disclosed in the summoning announcement in a summarized form with indication of the World Wide Web addresses, where the complete information must be available to all bondholders, without prejudice to the obligation of the issuing company to make it available through an electronic system on the CVM’s website.

§ 2. The assembly held exclusively in a digital manner will be considered as held at the company’s headquarters when the indenture does not indicate a different location.

§ 3. Regardless of the formalities provided for in this article, the assembly is considered regular if all holders of the outstanding debentures participate.

§ 4. If an electronic system is made available for remote participation in the assembly, bondholders must have the following alternatives:
I – to simply participate in the assembly, having or not having sent a remote voting instruction; or II – to participate and vote in the assembly, observing that, regarding the bondholder who has already sent a remote voting instruction and who, if they wish, votes in the assembly, the previously received voting instruction for that bondholder must be disregarded.

Art. 4. The summoning announcement must list the documents required for bondholders to be admitted to the assembly.

§ 1. The summoning announcement may request the prior deposit of the documents mentioned in the caput, and, in the case provided for in Art. 3°, II, may require the bondholder who intends to participate through the electronic system to deposit the documents up to 2 (two) days before the holding of the assembly.

§ 2. Except for the provision in the final part of §1, the bondholder or their representative armed with the required documents may participate in the assembly even if they have failed to deposit them previously, provided they present them by the time stipulated for the opening of the proceedings.

§ 3. The presentation of the documents referred to in this article through a digital protocol must be admitted, in the manner to be indicated in the respective summoning announcement.

CHAPTER IV – REMOTE VOTING INSTRUCTIONS

Art. 5. In the case provided for in item I of Art. 3, the bondholder may exercise their vote in the assembly by filling out and sending the respective remote voting instruction.

Art. 6. By the date of the summoning announcement referred to in Art. 3, the company or the fiduciary agent, depending on who summons the assembly, must establish, observing the provisions of the indenture, the model of document to be adopted for sending the remote voting instruction, with the information necessary for the bondholders’ decision-making, explicitly stating all proposals that will be subject to deliberation, so that, with respect to each of the proposals, the bondholder needs only to approve, reject, or abstain.

Sole Paragraph. The remote voting instruction must be sent within the deadline to be fixed in the summoning announcement, according to the guidelines referred to in Art. 3°, I.

CHAPTER V – PARTICIPATION AND VOTING IN THE ASSEMBLY THROUGH DIGITAL MEANS

Art. 7. In the case provided for in item II of Art. 3, the company or the fiduciary agent, depending on who summons the assembly, must ensure that the electronic system used guarantees:
I – the registration of attendance of bondholders and their respective votes; II – the possibility of manifestation and simultaneous access to documents presented during the assembly that have not been made available previously; III – the possibility of communication between bondholders; and IV – the complete recording of the assembly.

§ 1. If the submission of voting instructions prior to the assembly was admitted, the system must allow the bondholder who has already sent their vote, if they wish, to vote in the assembly, in which case the previously received vote must be disregarded.

§ 2. The administrators, other representatives of the company, representatives of the fiduciary agent, third parties authorized to participate, and other persons whose presence is mandatory in the assemblies may participate remotely in assemblies held partially or exclusively in a digital manner.

CHAPTER VI – REGISTRATION OF ATTENDANCE AND COUNTING OF VOTES IN THE ASSEMBLY THROUGH DIGITAL MEANS

Art. 8. It is considered present in the assembly, for all purposes of Law No. 6.404, of 1976, the bondholder:
I – who appears at the location where it is held or is represented therein; II – whose previously submitted remote vote has been considered valid; or III – who has registered their attendance in the electronic participation system referred to in item II of Art. 3.

§ 1. The bondholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the assembly.

§ 2. The registration in the minutes of bondholders who participated in the assembly by the means referred to in items I and II of Art. 3 may be carried out by the president of the board or the secretary, whose signatures may be made through digital certification or recognized by another means that guarantees their authorship and integrity in a format compatible with that adopted for the holding of the assembly.

§ 3. The minutes of the assembly must indicate the number of votes cast in favor or against and abstentions with respect to each proposal on the agenda, explicitly stating the breakdown by series when applicable, and the discrimination of the number of votes cast may be made in the text of the minutes itself or in attached material.

Art. 9. In the counting of votes, the assembly board must disregard the remote voting instruction of bondholders who:
I – appear at the assembly, in person or through electronic systems, and exercise their vote; and II – are not eligible to vote in the assembly or in the respective deliberation.

Sole Paragraph. Remote voting instructions sent prior to the holding of an assembly that is to be justifiably postponed or suspended may be considered when the assembly is held or resumed, as the case may be, as well as in the event of its holding in a second call, provided that the bondholder has manifested their agreement and the content of the voting instruction document has not been altered.

CHAPTER VII – GENERAL PROVISIONS

Art. 10. The information and documents provided to bondholders in accordance with this Instruction:
I – must be true, complete, and consistent;
II – must be drafted in clear, objective, and concise language; and III – must not induce the bondholder to error.

Art. 11. The company’s investor relations director or the fiduciary agent, depending on who summons the assembly, is responsible for providing the information and documents required based on this Instruction, as well as for compliance with the provisions of Art. 10.

Sole Paragraph. The fiduciary agent, when summoning the bondholder assembly, must transmit to the investor relations director the information that, according to regulation, must be disclosed by the company on the company’s website and on the CVM’s electronic system.

Art. 12. The company or the fiduciary agent, depending on who summons the assembly, is responsible for maintaining, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM in the event of an administrative proceeding, the remote voting instructions and the records of remote participation and voting through the electronic systems referred to in this Instruction, including the recording of the assembly referred to in Art. 7, IV.

CHAPTER VIII – FINAL AND TRANSITORY PROVISIONS

Art. 13. The CVM may, at any time:
I – request clarifications on information or documents provided in accordance with this Instruction; II – request the sending of additional information and documents beyond those required by this Instruction; and III – request corrections in the information provided in accordance with this Instruction.

Art. 14. It constitutes a serious offense, for the purposes of Law 6.385, of December 7, 1976:
I – the violation of the obligations provided for in Arts. 3°, 6°, 7°, 10, and 12 of this Instruction; and II – the non-compliance with requests, orders, and determinations of the CVM, in accordance with Art. 13 of this Instruction.

Art. 15. Art. 10 of CVM Instruction No. 583, of December 20, 2016, shall be effective with the following wording:
“Art. 10. The assemblies of holders of securities subject to this Instruction must be summoned and held in accordance with the rules provided for in law and specific norm or in accordance with what is stipulated in the indenture, the credit rights securitization term, or the equivalent instrument. Sole Paragraph. In the absence of a rule regarding the subject, the norms referring to the summoning and holding of the bondholder assembly shall be applied in the summoning and holding of the assembly referred to in the caput.” (NR)

Art. 16. Art. 17 of CVM Instruction No. 476, of January 16, 2009, shall be effective with the following wording:
“Art. 17. ..................................................................
..................................................................................
IX – observe the provisions of the specific regulation issued by the CVM, in case it is summoned, for holding in a partial or exclusively digital manner, an assembly of holders of debentures, commercial promissory notes, real estate or agribusiness receivables certificates, which have been the subject of a public offering with restricted efforts in accordance with this Instruction;
..................................................................................
§ 3. The issuer must disclose the information referred to in items III, IV, VI, and IX of the caput of this article:
..................................................................................” (NR)

Art. 17. Bondholder assemblies referred to in this Instruction that were summoned prior to its issuance may be held in a partial or exclusively digital manner, even if the summoning announcement did not include the information required in items I and II of Art. 3, in § 3 of Art. 4, and in the sole paragraph of Art. 6, provided that, through a material fact notice, in the case of assemblies summoned by the company, or communication by the fiduciary agent to all bondholders, with a minimum advance notice of 5 (five) days before the holding of the assembly, such information is provided to the bondholders, observing the provisions of this Instruction.

§ 1. Bondholder assemblies referred to in this Instruction that were summoned prior to its issuance may also admit the submission of voting instructions prior to their holding, even if the model of document to be adopted for sending the remote voting instruction was not provided within the deadline provided for in Art. 6, provided that such document is made available when the material fact notice referred to in the caput is disclosed.

§ 2. In the case of assemblies summoned to be held until May 22, 2020, the minimum advance notice referred to in the caput shall be 1 (one) business day.

Art. 18. This Instruction enters into force on the date of its publication.

Signed Original
MARCELO BARBOSA
President