2022-03-31
Added · Updated
CVM Resolution 87 amends and republishes CVM Resolution No. 59 of December 22, 2021, which in turn modifies CVM Resolutions No. 80 and No. 81, both dated March 29, 2022. The amendments impose new disclosure obligations on issuers registered in Category A, including maintaining information on their websites for three years, submitting governance codes within seven months, and providing detailed reference form data for judicial recovery and bankruptcy proceedings. The resolution also updates rules regarding the digital format of documents, the definition of circulating securities, related-party transaction disclosures, and the content of the Reference Form for Categories A and B issuers, entering into force on January 2, 2023.
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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 Amends and determines the republication of CVM Resolution No. 59, of December 22, 2021.
The PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Collegiate Board, in a meeting held on March 30, 2022, based on the provisions of Articles 8, I, 21 and 22 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:
Art. 1 The summary of CVM Resolution No. 59, of December 22, 2021, shall have the following wording: “Amends CVM Resolutions No. 80 and No. 81, both dated March 29, 2022”.
Art. 2 The republication of CVM Resolution No. 59, of December 22, 2021, is determined, with the following content:
“Art. 1 CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 14..............................................................
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§ 1 The issuer must also post and maintain the information referred to in the caput on its website on the worldwide computer network for 3 (three) years, counted from the date of disclosure, provided it cumulatively meets the following requirements:
I – is registered in Category A;
II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.
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” (NR)
“Art. 22..............................................................
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§ 6 The documents indicated in the caput must be presented in a searchable format or digitized with technology that allows for text character recognition, with the exception of those indicated in items I, II, IV, V and XII.” (NR)
“Art. 25..............................................................
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§ 3...............................................................
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X – declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; XI – communication by the issuer of the change of independent auditor in accordance with specific regulation; and XII – any of the following events involving an administrator or member of the fiscal council:
a) any criminal conviction; b) any conviction in an administrative proceeding of the CVM, the Central Bank of Brazil or the Private Insurance Superintendence; or c) any final judicial conviction or subject to a final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity.
§ 4...............................................................
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VI – declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; VII – communication by the issuer of the change of independent auditor in accordance with specific regulation; and VIII – any of the following events involving an administrator or member of the fiscal council:
a) any criminal conviction; b) any conviction in an administrative proceeding of the CVM, the Central Bank of Brazil or the Private Insurance Superintendence; or c) any final conviction, in the judicial sphere or subject to a final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity. § 5 For compliance with the provisions of items XII of § 3 and VIII of § 4, the administrator or member of the fiscal council, as the case may be, must communicate the judicial or administrative conviction to the issuer immediately after the publication of the decision, and the deadlines provided for in §§ 3 and 4 shall begin to run from the moment this communication is made.” (NR)
“Art. 26..............................................................
§ 1 In the updates resulting from §§ 3 and 4 of Art. 25, the declaration must have the content provided for in item 13.2 of the reference form. § 2 In the event of resubmission of the reference form due to a request for registration of public distribution of securities, the new occupants of the positions of president and investor relations director must sign the declaration provided for in item 13.1 of the reference form.” (NR)
“Art. 26-A. The content of the unstructured fields of the reference form may be complemented by reference to other documents made available by the issuer, provided that:
I – the documents have been previously sent to the CVM through an electronic system on the CVM’s website on the worldwide computer network; and II – the issuer provides all the information necessary for investors to access the document to which the reference is made, including, where applicable, the pages or section of the document and other information that assists in locating the information.” (NR)
“Art. 27..............................................................
§ 1...............................................................
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V – declaration by the directors responsible for preparing the financial statements, in accordance with the law or the company’s bylaws, that they reviewed and discussed the opinions expressed in the report of the independent auditors, informing whether they agreed or disagreed with such opinions and the reasons, in case of disagreement;
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” (NR)
“Art. 32..............................................................
Sole Paragraph. The report on the Brazilian Corporate Governance Code – Open Companies must be delivered within 7 (seven) months counted from the date of closing of the fiscal year, by the issuer that cumulatively meets the following requirements:
I – is registered in Category A;
II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.” (NR)
“Art. 33..............................................................
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§ 7 The documents indicated in the caput must be presented in a searchable format or digitized with technology that allows for text character recognition, with the exception of those indicated in items XXXIV and XL.” (NR)
“Art. 34..............................................................
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§ 3 The documents indicated in the caput must be presented in a searchable format or digitized with technology that allows for text character recognition, with the exception of that indicated in item XXIV.” (NR)
“Art. 40..............................................................
Sole Paragraph. The reference form must be filled out with sections 2, 4, 8 and 13, and with items 6.1, 6.2, 7.3 and 7.4, and delivered, until the presentation in court of the detailed report at the end of the recovery process, observed the provisions of § 3 of Art. 25 of this Resolution, by the issuer that cumulatively meets the following requirements:
I – is registered in Category A;
II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.” (NR)
“Art. 41. In addition to what is required by Art. 33 and 34 of this Resolution, the issuer in judicial recovery must send to the CVM, through an electronic system available on the CVM’s website on the worldwide computer network:
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” (NR)
“Art. 43. In addition to what is required by Art. 33 and 34 of this Resolution, the issuer in bankruptcy must send to the CVM through an electronic system available on the CVM’s website on the worldwide computer network:
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” (NR)
“Art. 66-A. The deadlines in calendar days provided for in this Resolution are considered extended to the next business day when they end on non-business days.” (NR)
“Art. 67. For the purposes of this Resolution:
I – the expression “securities in circulation” or “shares in circulation” means, as the case may be, all securities or shares of the issuer, with the exception of those owned by the controlling shareholder, persons linked to it, the administrators of the issuer and those held in treasury; and II – the expression “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)” (NR)
“Art. 2 Annex A to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 3 The documents referred to in Art. 1 and 2 of this annex must be presented in a searchable format or digitized with technology that allows for text character recognition. Sole Paragraph. The provisions of the caput do not apply to the documents indicated in the following provisions:
I – Art. 1, V, VI, XIII and XV; and
II – Art. 2, IX, XV and XVI.” (NR)” (NR)
“Art. 3 Annex C to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the wording given by Annex A to this Resolution.” (NR)
“Art. 4 Annex F to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 2-A. If, after the disclosure of the transaction or set of related transactions, the limit provided for in Art. 1, I, is reached again, a new disclosure must be made, in the manner provided for in this annex, except for the provisions of this article. Sole Paragraph. The issuer is exempt from disclosing new communications of related transactions to a previously disclosed transaction, provided that:
I – the transactions are routine and related to the normal course of business of the issuer; II – the transactions always follow the same negotiation and approval process; and III – in a previous communication, made within the same fiscal year, the issuer has indicated the routine nature of the transactions and estimated the total value of the transactions until the end of the fiscal year.” (NR)
“Art. 3..............................................................
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II - ...............................................................
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b) transactions between direct and indirect subsidiaries of the issuer, except in cases where there is participation in the equity capital of the subsidiary by the direct or indirect controlling shareholders of the issuer, its administrators or persons linked to them; c) remuneration of administrators; d) credit operations and financial services provided by an institution authorized to operate by the Central Bank of Brazil, in the normal course of business of the parties involved and under conditions similar to those practiced by them with unrelated parties; and e) transactions that have been preceded by public bids or other public procedures for price determination.” (NR)” (NR)
“Art. 5 Annex J to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 1..............................................................
§ 1...............................................................
II - ...............................................................
b) if the issuer is in the process of carrying out an initial public offering of distribution of shares or depositary receipts of shares, the market environment that, cumulatively:
“Art. 6 CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:
“Art. 10..............................................................
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III – comment by the administrators on the company’s financial situation, in accordance with item 2 of the reference form;
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” (NR)
“Art. 11..............................................................
I – at minimum, the information indicated in items 7.3 to 7.6 of the reference form, regarding the candidates indicated by the administration or controlling shareholders;
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” (NR)
“Art. 13..............................................................
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II – the information indicated in item 8 of the reference form.” (NR)
“Art. 27..............................................................
I – directly to the company, by postal or electronic mail, observing, if any, the guidelines contained in the convening notice; or
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” (NR)
“Art. 37..............................................................
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§ 1 The request for inclusion referred to in the caput must be received by the investor relations director, in writing and in accordance with guidelines, if any, contained in the convening notice:
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” (NR)
“Art. 56..............................................................
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§ 2 The shareholders’ request must include the information required in items 2, 3 and 4 of Annex Q of this Resolution and in items 7.3 to 7.6 of the reference form.” (NR)” (NR)
“Art. 7 Fields 12 and 13 of Annex I to CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:
“12. Document containing information on the societies directly involved that are not open companies, including:
a. Risk factors, in accordance with items 4.1 to 4.3 of the reference form b. Description of the main changes in risk factors that occurred in the previous fiscal year and expectations regarding the reduction or increase in exposure to risks as a result of the operation
c. Description of its activities, in accordance with items 1.2 to 1.5 of the reference form
d. Description of the economic group, in accordance with item 6 of the reference form e. Description of the share capital, in accordance with item 12.1 of the reference form
13. Description of the capital and control structure after the operation, in accordance with item 6 of the reference form” (NR)” (NR)
“Art. 8 The following are revoked:
I – items II and III of Art. 41 and the sole paragraph of Art. 67 of CVM Resolution No. 80, of March 29, 2022; II – items 1.28, 1.29, 5.8, 5.9 and 6 of Annex B to CVM Resolution No. 80, of March 29, 2022; III – item XI of Art. 2 and item V of Art. 5 of Annex E to CVM Resolution No. 80, of March 29, 2022; IV – items 5.l and 8.e of Annex C to CVM Resolution No. 81, of March 29, 2022; and V – item 11 of Annex H to CVM Resolution No. 81, of March 29, 2022.” (NR)
“Art. 9 This Resolution enters into force on January 2, 2023.” (NR)
Art. 3 This Resolution enters into force on May 2, 2022.
Signed electronically by
MARCELO BARBOSA
President
ANNEX A TO CVM RESOLUTION NO. 87, OF MARCH 31, 2022
ANNEX C
Content of the Reference Form
ISSUERS REGISTERED IN CATEGORIES “A” AND “B”
The fields marked with “X” are optional for the issuer registered in category “B”
1 When presenting the annual reference form, the information must refer to the last fiscal year-end financial statements. When presenting the reference form due to a request for registration of distribution of securities, the information must refer to the last fiscal year-end financial statements and the last accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of a securities issuer, the information must refer to the last 3 fiscal year-end financial statements and the last accounting information disclosed by the issuer.
a. products and services marketed X b. revenue from the segment and its participation in the issuer’s net revenue X
c. profit or loss resulting from the segment and its participation in the issuer’s net profit X
1.4. Regarding the products and services that correspond to the operational segments disclosed in item 1.3, describe:
X a. characteristics of the production process X b. characteristics of the distribution process X
c. characteristics of the markets of operation, especially: X
i. participation in each of the markets X
ii. competition conditions in the markets X
d. eventual seasonality X e. main inputs and raw materials, informing: X
i. description of the relationships maintained with suppliers, including whether they are subject to government control or regulation, with indication of the agencies and the respective applicable legislation X
ii. eventual dependence on few suppliers X
iii. eventual volatility in their prices X
1.5. Identify if there are customers responsible for more than 10% of the issuer’s total net revenue, informing 2:
X a. total amount of revenues from the customer X b. operational segments affected by revenues from the customer X
1.6. Describe the relevant effects of state regulation on the issuer’s activities, specifically commenting on:
X a. need for government authorizations to exercise the activities and history of relationship with public administration to obtain such authorizations X b. main aspects related to compliance with legal and regulatory obligations linked to environmental and social issues by the issuer X
2 When presenting the annual reference form, the information must refer to the last fiscal year-end financial statements. When presenting the reference form due to a request for registration of distribution of securities, the information must refer to the last fiscal year-end financial statements and the last accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of a securities issuer, the information must refer to the last 3 fiscal year-end financial statements and the last accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
c. dependence on patents, trademarks, licenses, concessions, franchises,
relevant royalty contracts for the development of activities X d. financial contributions, with indication of their respective values, made directly or through third parties:
i. in favor of occupants or candidates for political offices
ii. in favor of political parties
iii. to fund the exercise of influence activity in decisions on
public policies, notably in the content of normative acts
1.7. Regarding the countries from which the issuer obtains relevant revenue,
identify 3:
X a. revenue from customers attributed to the country of the issuer's headquarters and its participation in the issuer's total net revenue X b. revenue from customers attributed to each foreign country and its participation in the issuer's total net revenue X
1.8. Regarding the foreign countries disclosed in item 1.7, describe relevant
impacts resulting from the regulation of these countries on the issuer's business X
3 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
1.9. Regarding environmental, social, and corporate governance (ESG) information,
indicate:
a. if the issuer discloses ESG information in an annual report or another document specific for this purpose b. the methodology or standard followed in the preparation of this report or document
c. if this report or document is audited or reviewed by an independent
entity, identifying this entity, if applicable d. the page on the worldwide web where the report or document can be found e. if the report or document produced considers the disclosure of a materiality matrix and key ESG performance indicators, and which are the material indicators for the issuer f. if the report or document considers the Sustainable Development Goals (SDGs) established by the United Nations Organization and which are the SDGs material to the issuer's business g. if the report or document considers the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) or recommendations for financial disclosures from other entities recognized and related to climate issues h. if the issuer conducts greenhouse gas emission inventories, indicating, if applicable, the scope of the emissions inventoried and the page on the
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 worldwide web where additional information can be found
i. issuer's explanation of the following conduct, if applicable:
i. non-disclosure of ESG information
ii. non-adoption of a materiality matrix
iii. non-adoption of key ESG performance indicators
iv. non-conduct of audit or review on the ESG information
disclosed
v. non-consideration of the SDGs or non-adoption of recommendations
related to climate issues, emanating from the TCFD or other recognized entities, in the ESG information disclosed
vi. non-conduct of greenhouse gas emission inventories
1.10. Indicate, if the issuer is a mixed-economy company:
a. public interest that justified its creation b. issuer's operation in compliance with public policies, including goals of universalization, indicating:
i. the government programs executed in the previous social year,
those defined for the current social year, and those planned
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 for the upcoming social years, criteria adopted by the issuer to classify this operation as being developed to meet the public interest indicated in letter "a"
ii. regarding the public policies referred to above, investments
made, costs incurred, and the origin of the resources involved – self-generated cash flow, transfer of public funds, and financing, including the sources of raising funds and conditions
iii. estimate of the impacts of the public policies referred to above on
the financial performance of the issuer or declaration that no financial impact analysis of the public policies referred to above was performed
c. price formation process and rules applicable to the setting of tariffs
1.11. Indicate the acquisition or alienation of any relevant asset that does not
fall under normal business operations of the issuer 4
1.12. Indicate merger, spin-off, incorporation, share incorporation, capital increase or
decrease operations involving the issuer and the documents where more detailed information can be found 5 .
4 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 5 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
1.13. Indicate the celebration, extinction, or modification of shareholder agreements and the
documents where more detailed information can be found 6 .
1.14. Indicate significant changes in the way the issuer's business is conducted 7
1.15. Identify the relevant contracts celebrated by the issuer and its subsidiaries
not directly related to its operational activities 8
1.16. Provide other information that the issuer deems relevant
2. Directors' Comments
registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 6 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 7 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 8 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
2.1. The directors must comment on 9-10:
a. general financial and asset conditions b. capital structure
c. payment capacity regarding financial commitments
assumed d. financing sources for working capital and for investments in non-current assets used e. financing sources for working capital and for investments in non-current assets that it intends to use to cover liquidity deficiencies f. levels of indebtedness and the characteristics of such debts, describing also:
i. relevant loan and financing contracts
9 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer. 10 Whenever possible, the directors must also comment in this field on the main known trends, uncertainties, commitments, or events that may have a relevant effect on the financial and asset conditions of the issuer, and especially, on its result, its revenue, its profitability, and on the conditions and availability of financing sources.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
ii. other long-term relationships with financial institutions
iii. degree of subordination among debts
iv. eventual restrictions imposed on the issuer, especially regarding
debt limits and contracting of new debts, to distribution of dividends, to alienation of assets, to issuance of new securities, and to alienation of corporate control, as well as whether the issuer has been complying with these restrictions g. limits of contracted financing and percentages already used h. significant changes in items of the income statement and cash flow statement
2.2. The directors must comment 11-12:
a. results of the issuer's operations, especially:
i. description of any important components of revenue
11 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer. 12 Whenever possible, the directors must also comment in this field on the main known trends, uncertainties, commitments, or events that may have a relevant effect on the financial and asset conditions of the issuer, and especially, on its result, its revenue, its profitability, and on the conditions and availability of financing sources.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
ii. factors that materially affected operational results
b. relevant variations in revenues attributable to the introduction of new products and services, volume changes, and price modifications, exchange rates, and inflation
c. relevant impacts of inflation, price variation of main
inputs and products, exchange rates, and interest rates on operational result and on the issuer's financial result
2.3. The directors must comment:
a. changes in accounting practices that have resulted in effects significant on the information provided in fields 2.1 and 2.2 b. modified opinions and emphases present in the auditor's report
2.4. The directors must comment on the relevant effects that the events below
have caused or are expected to cause on the issuer's financial statements and its results:
a. introduction or alienation of an operational segment b. constitution, acquisition, or alienation of equity participation
c. unusual events or operations
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
2.5. If the issuer has disclosed, during the last social year, or
desires to disclose in this form non-accounting measurements, such as EBITDA (earnings before interest, taxes, depreciation, and amortization) or EBIT (earnings before interest and income tax), the issuer must:
X a. inform the value of the non-accounting measurements X b. make the reconciliations between the disclosed values and the values of the audited financial statements X
c. explain the reason why it understands that such a measurement is more appropriate for
correct understanding of its financial condition and the result of its operations X
2.6. Identify and comment on any event subsequent to the latest
financial statements closing the social year that substantially alters them 13 X
2.7. The directors must comment on the allocation of social results, indicating 14:
a. rules on profit retention
13 When presenting the reference form due to the request for registration of public distribution of securities, the information must refer to events subsequent to the latest accounting information disclosed by the issuer. 14 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 b. rules on dividend distribution
c. periodicity of dividend distributions
d. eventual restrictions on dividend distribution imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial, administrative, or arbitral decisions e. if the issuer has a formal policy on result allocation formally approved, inform the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the worldwide web where the document can be consulted
2.8. The directors must describe relevant items not evidenced in the
issuer's financial statements, indicating 15:
a. assets and liabilities held by the issuer, directly or indirectly, that do not appear in its balance sheet (off-balance sheet items), such as:
i. portfolios of receivables written off where the entity has not
retained nor transferred substantially the risks and benefits of ownership of the transferred asset, indicating respective liabilities
ii. contracts for future purchase and sale of products or services
15 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
iii. unfinished construction contracts
iv. contracts for future receipt of financing
b. other items not evidenced in the financial statements
2.9. Regarding each of the items not evidenced in the financial
statements indicated in item 2.8, the directors must comment:
a. how such items alter or may come to alter revenues, expenses, the operational result, financial expenses, or other items of the issuer's financial statements b. nature and purpose of the operation
c. nature and amount of obligations assumed and rights generated in
favor of the issuer as a result of the operation
2.10. The directors must indicate and comment on the main elements of the issuer's business
plan, exploring specifically the following topics:
a. investments, including:
i. quantitative and qualitative description of investments in
progress and of planned investments
ii. financing sources for investments
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
iii. relevant divestments in progress and planned divestments
b. if already disclosed, indicate the acquisition of plants, equipment, patents, or other assets that should materially influence the issuer's productive capacity
c. new products and services, indicating:
i. description of ongoing research already disclosed
ii. total amounts spent by the issuer on research for
development of new products or services
iii. projects in development already disclosed
iv. total amounts spent by the issuer on the development of new
products or services d. opportunities inserted in the issuer's business plan related to ESG issues
2.11. Comment on other factors that have influenced in a relevant way the
operational performance and that have not been identified or commented on in the other items of this section
3. Projections 16
16 Disclosure of projections and estimates is optional. If the issuer has disclosed projections and estimates, they must be included in this section.
3.1. The projections must identify:
a. the subject of the projection b. the projected period and the validity period of the projection
c. the assumptions of the projection, indicating which may be influenced by the issuer's management and which are beyond its control
d. the values of the indicators that are the subject of the forecast 17
3.2. In the event that the issuer has disclosed, during the last 3 fiscal years, projections regarding the evolution of its indicators:
a. inform which are being replaced by new projections included in the form and which of them are being repeated in the form b. regarding projections relating to periods already elapsed, compare the projected data with the actual performance of the indicators, clearly indicating the reasons that led to deviations in the projections
c. regarding projections relating to periods still in progress, inform whether the projections remain valid on the date of submission of the form and, where applicable, explain why they were abandoned or replaced
17 When presenting the annual reference form, the information must refer to the last fiscal year. When presenting the reference form due to a request for registration of distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of a securities issuer, the information must refer to the last 3 fiscal years and the current fiscal year.
18 The list presented is minimum and not exhaustive. When the issuer does not have relevant risk factors associated with any item on the list, this circumstance must be expressly mentioned. Additionally, the relevance of risk factors must consider both the financial perspective, which focuses on the potential impact on the value of the issuer, and the perspective of external impacts caused by the issuer, not only on investors, but also on third parties such as citizens, consumers, employees, communities, etc. 19 The description of risk factors must be prepared for the benefit of understanding by investors, with the issuer abstaining from making generic statements about investment risks and limiting its liability or that of any persons acting on its behalf.
h. regulation of the sectors in which the issuer operates
i. foreign countries where the issuer operates
j. social issues k. environmental issues
l. climate issues, including physical and transition risks
m. other issues not covered by the previous items
4.2. Indicate the 5 (five) main risk factors, among those listed in field 4.1, regardless of the category in which they are included
4.3. Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed, including with respect to exchange rate risks and interest rates.
4.4. Describe the judicial, administrative, or arbitral proceedings in which the issuer or its subsidiaries are parties, discriminating between labor, tax, civil, environmental, and others: (i) that are not under confidentiality, and (ii) that are relevant to the business of the issuer or its subsidiaries, indicating:
a. court b. instance
c. date of initiation
d. parties to the process 20 e. values, assets, or rights involved f. main facts g. summary of merit decisions rendered h. stage of the process
i. if the chance of loss is:
i. probable
ii. possible
iii. remote
j. reason why the process is considered relevant k. analysis of the impact in case of loss of the process
20 Regarding judicial processes subject to the jurisdiction of the Labor Court, only the initials of the names of the parties must be indicated.
4.5. Indicate the total provisioned value, if any, of the processes described in item 4.4
4.6. Regarding relevant confidential processes in which the issuer or its subsidiaries are parties and that have not been disclosed in item 4.4, analyze the impact in case of loss and inform the values involved
4.7. Describe other relevant contingencies not covered by the previous items
5. Risk Management and Internal Controls Policy
5.1. With respect to the risks indicated in items 4.1 and 4.3, inform:
a. if the issuer has a formalized risk management policy, highlighting, in the affirmative, the body that approved it and the date of its approval, and, in the negative, the reasons why the issuer did not adopt a policy b. the objectives and strategies of the risk management policy, when applicable, including:
i. the risks for which protection is sought
ii. the instruments used for protection
iii. the organizational structure of risk management 21
c. the adequacy of the operational structure and internal controls to verify the effectiveness of the adopted policy
5.2. With respect to the controls adopted by the issuer to ensure the preparation of reliable financial statements, indicate:
a. the main internal control practices and the degree of efficiency of such controls, indicating any imperfections and the measures taken to correct them b. the organizational structures involved
c. if and how the efficiency of internal controls is supervised by the issuer's management, indicating the position of the persons responsible for such monitoring
d. deficiencies and recommendations regarding internal controls present in the detailed report, prepared and forwarded to the issuer by the independent auditor, in accordance with the regulations issued by the CVM regarding the registration and exercise of independent audit activity e. comments by directors regarding the deficiencies pointed out in the detailed report prepared by the independent auditor and regarding the corrective measures adopted
21 The description must include (a) the indication of administrative bodies, committees, or other similar structures; (b) discrimination of the specific responsibilities of each of these bodies, committees, or similar structures, and their members, in risk management; and (c) the hierarchical structure of such bodies, committees, or similar structures.
5.3. With respect to the internal integrity mechanisms and procedures adopted by the issuer to prevent, detect, and remedy deviations, fraud, irregularities, and illegal acts committed against public administration, national or foreign, inform:
a. if the issuer has rules, policies, procedures, or practices aimed at preventing, detecting, and remediating deviations, fraud, irregularities, and illegal acts committed against public administration, identifying, in the affirmative:
i. the main integrity mechanisms and procedures adopted and their adequacy to the profile and risks identified by the issuer, informing how frequently the risks are reassessed and the policies, procedures, and practices are adapted
ii. the organizational structures involved in monitoring the functioning and efficiency of the internal integrity mechanisms and procedures, indicating their duties, if their creation was formally approved, issuer bodies to which they report, and the mechanisms to guarantee the independence of their directors, if any
iii. if the issuer has a formally approved code of ethics or conduct, indicating:
22 The issuer's indication of cases does not depend on an administrative or judicial decision on the facts detected.
5.4. Inform if, with respect to the last fiscal year, there were significant changes in the main risks to which the issuer is exposed or in the risk management policy adopted, commenting, furthermore, on any expectations of reduction or increase in the issuer's exposure to such risks
5.5. Provide other information that the issuer deems relevant
6. Control and Economic Group
6.1. Identify the controlling shareholder or group of controlling shareholders, indicating with respect to each of them 23:
a. name b. nationality
c. CPF/CNPJ (Individual Taxpayer Registry/National Registry of Legal Entities)
d. number of shares held, by class and species e. percentage held with respect to the respective class or species f. percentage held with respect to the total share capital
23 Whenever this item is updated, item 6.3 “d” must also be updated.
g. if it participates in a shareholders' agreement h. if the shareholder is a legal entity, a list containing the information referred to in sub-items “a” to “d” regarding its direct and indirect controllers, up to the controllers who are natural persons, even if such information is treated as confidential due to a legal transaction or by the legislation of the country in which the partner or controller is constituted or domiciled
i. if the shareholder is resident or domiciled abroad, the name or corporate designation and the registration number in the Individual Taxpayer Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country
j. date of the last change
6.2. In the form of a table, a list containing the following information about shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares and that are not listed in item 6.1 24:
a. name b. nationality
c. CPF/CNPJ
24 Whenever this item is updated, item 6.3 “d” must also be updated.
d. number of shares held, by class and species e. percentage held with respect to the respective class or species and with respect to the total share capital f. if it participates in a shareholders' agreement g. if the shareholder is resident or domiciled abroad, the name or corporate designation and the registration number in the Individual Taxpayer Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country h. date of the last change
6.3. In the form of a table, describe the distribution of capital, as verified in the last shareholders' general meeting:
a. number of natural person shareholders b. number of legal entity shareholders 25
c. number of institutional investors
d. number of shares in circulation, by class and species
25 Excluding the legal entity shareholder that is an institutional investor.
6.4. Indicate the companies in which the issuer has participation and that are relevant for the development of its activities, informing:
a. corporate name b. CNPJ
c. issuer's participation
6.5. Insert an organizational chart of the issuer's shareholders and the economic group to which it belongs, indicating:
a. all direct and indirect controllers and, if the issuer wishes, shareholders with participation equal to or greater than 5% of a class or species of shares b. main subsidiaries and affiliates of the issuer
c. issuer's participations in group companies
d. group companies' participations in the issuer e. main companies under common control
6.6. Provide other information that the issuer deems relevant
7. General Meeting and Administration
7.1. Describe the main characteristics of the issuer's administrative bodies and fiscal council, identifying:
a. main characteristics of the policies for nomination and filling of positions, if any, and, if the issuer discloses it, locations on the worldwide computer network where the document can be consulted b. if there are performance evaluation mechanisms, informing, in the affirmative:
i. the frequency of the evaluations and their scope
ii. methodology adopted and the main criteria used in the evaluations
iii. if external consulting or advisory services were contracted
c. rules for identification and management of conflicts of interest
d. by body:
i. total number of members, grouped by self-declared gender identity
ii. total number of members, grouped by self-declared color or race identity
iii. total number of members grouped by other diversity attributes that the issuer considers relevant
e. if applicable, specific objectives that the issuer may have regarding gender, color, or race diversity or other attributes among the members of its administrative bodies and its fiscal council f. role of the administrative bodies in the evaluation, management, and supervision of risks and opportunities related to climate
7.2. With respect specifically to the board of directors, indicate:
a. bodies and permanent committees that report to the board of directors b. how the board of directors evaluates the work of the independent auditor, indicating if the issuer has a policy for hiring non-audit services with the independent auditor and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted
c. if applicable, channels established for critical issues related to ESG topics and practices to reach the board of directors
7.3. With respect to each of the administrators and members of the issuer's fiscal council, indicate, in the form of a table:
a. name b. date of birth
c. profession
d. CPF or passport number e. elected position held f. date of election g. date of assumption of office h. term of office
i. if elected by the controller or not
j. if it is an independent member and, if affirmative, what criterion was used by the issuer to determine independence k. if the administrator or fiscal councilor has been serving consecutive terms, date of start of the first of such terms
l. main professional experiences during the last 5 years, highlighting, if applicable, positions and functions held in (i) the issuer and companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds participation, direct or indirect, equal to or greater than 5% of the same class or species of securities of the issuer.
m. description of any of the following events that have occurred during the last 5 years:
i. criminal conviction
ii. conviction in a CVM, Central Bank of Brazil, or Private Insurance Superintendence administrative process, and the penalties applied
iii. final judicial conviction or subject to final administrative decision, that suspended or disqualified him from practicing any professional or commercial activity
7.4. Provide the information mentioned in item 7.3 with respect to the members of statutory committees, as well as audit, risk, financial, and remuneration committees, even if such committees or structures are not statutory 26
7.5. Inform the existence of marital relationship, stable union, or kinship up to the second degree between:
a. issuer administrators b. (i) issuer administrators and (ii) administrators of subsidiaries, direct or indirect, of the issuer
c. (i) issuer administrators or its subsidiaries, direct or indirect, and (ii) direct or indirect controllers of the issuer
d. (i) issuer administrators and (ii) administrators of the direct and indirect holding companies of the issuer
26 The information provided in this item must cover audit, risk, financial, and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administrative or management bodies as consultants or auditors.
7.6. Inform about subordination, service provision, or control relationships maintained, in the last 3 fiscal years, between issuer administrators and:
a. company controlled, directly or indirectly, by the issuer, with the exception of those in which the issuer holds, directly or indirectly, participation equal to or greater than 99% (ninety-nine percent) of the share capital b. direct or indirect controller of the issuer
c. if relevant, supplier, customer, debtor, or creditor of the issuer, of its subsidiary or holding companies or subsidiaries of any of these persons
7.7. Describe the provisions of any agreements, including insurance policies, that provide for the payment or reimbursement of expenses borne by administrators, resulting from the repair of damages caused to third parties or to the issuer, of penalties imposed by state agents, or of agreements with the objective of closing administrative or judicial processes, due to the exercise of their functions
7.8. Provide other information that the issuer deems relevant
8. Remuneration of Administrators
8.1. Describe the remuneration policy or practice of the board of directors, statutory and non-statutory management, fiscal council, statutory committees
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 and of the audit, risk, financial and remuneration committees, addressing the following aspects 27:
a. objectives of the remuneration policy or practice, informing whether the remuneration policy was formally approved, body responsible for its approval, date of approval and, if the issuer discloses the policy, locations on the worldwide web where the document can be consulted X b. practices and procedures adopted by the board of directors to define the individual remuneration of the board of directors and the directorate, indicating:
X
i. the bodies and committees of the issuer that participate in the process
decision-making, identifying how they participate X
ii. criteria and methodology used for the fixing of individual remuneration
indicating whether there is the use of studies to verify market practices, and, if so, the criteria of comparison and the scope of these studies X
iii. how often and in what way the board of directors
evaluates the adequacy of the issuer's remuneration policy X
c. composition of remuneration, indicating: X
i. description of the various elements that make up remuneration,
including, with respect to each of them:
X
27 Information on the remuneration policy must cover audit, risk, financial and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administrative or management bodies as consultants or auditors.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
28 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 a. body b. total number of members
c. number of remunerated members
d. remuneration segregated into:
i. annual fixed remuneration, segregated into:
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
29 This field must be filled in according to the definition of share-based remuneration, paid in shares or money, according to accounting standards that deal with the subject. 30 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body. 31 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body. 32 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 b. total number of members X
c. number of remunerated members X
d. with regard to the bonus: X
i. minimum value provided for in the remuneration plan X
ii. maximum value provided for in the remuneration plan X
iii. value provided for in the remuneration plan, if the targets
established were achieved
X
iv. value effectively recognized in the result of the last 3 fiscal
years
X e. with regard to participation in results: X
i. minimum value provided for in the remuneration plan X
ii. maximum value provided for in the remuneration plan X
iii. value provided for in the remuneration plan, if the targets
established were achieved
X
iv. value effectively recognized in the result of the last 3 fiscal
years
X
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
8.4. With regard to the share-based remuneration plan of the board of
administration and the statutory board, in force in the last fiscal year and forecast for the current fiscal year, describe:
X a. general terms and conditions X b. date of approval and responsible body X
c. maximum number of shares covered X
d. maximum number of options to be granted X e. conditions for acquisition of shares X f. criteria for fixing the acquisition or exercise price X g. criteria for fixing the acquisition or exercise period X h. settlement method X
i. restrictions on the transfer of shares X
j. criteria and events that, when verified, will cause the suspension, alteration or extinction of the plan X k. effects of the departure of the administrator from the issuer's bodies on its rights provided for in the share-based remuneration plan X
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
8.5. With regard to share-based remuneration in the form of stock purchase options
recognized in the result of the last 3 fiscal years and to the forecast for the current fiscal year, of the board of directors and the statutory board, prepare a table with the following content 33:
X a. body X b. total number of members X
c. number of remunerated members X
d. weighted average exercise price of each of the following groups of options:
X
i. outstanding at the beginning of the fiscal year X
ii. lost and expired during the fiscal year X
iii. exercised during the fiscal year X
e. potential dilution in case of exercise of all outstanding options X
8.6. With regard to each grant of stock purchase options made in the last 3
fiscal years and forecast for the current fiscal year, of the board of directors and the statutory board, prepare a table with the following content:
X
33 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 a. body b. total number of members
c. number of remunerated members
d. grant date X e. quantity of options granted X f. period for options to become exercisable X g. maximum period for exercise of options X h. period of restriction on the transfer of shares received as a result of the exercise of options X
i. fair value of options on the grant date X
j. multiplication of the quantity of shares granted by the fair value of the options on the grant date X
8.7. With regard to the outstanding options of the board of directors and the statutory
board at the end of the last fiscal year, prepare a table with the following content 34:
X
34 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 a. body X b. total number of members X
c. number of remunerated members X
d. with regard to options not yet exercisable X
i. quantity X
ii. date on which they will become exercisable X
iii. maximum period for exercise of options X
iv. period of restriction on the transfer of shares X
v. weighted average exercise price X
vi. fair value of options on the last day of the fiscal year X
e. with regard to exercisable options X
i. quantity X
ii. maximum period for exercise of options X
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
iii. period of restriction on the transfer of shares X
iv. weighted average exercise price X
v. fair value of options on the last day of the fiscal year X
f. fair value of the total of options on the last day of the fiscal year X
8.8. With regard to the exercised options related to share-based remuneration of the
board of directors and the statutory board, in the last 3 fiscal years, prepare a table with the following content:
X a. body X b. total number of members X
c. number of remunerated members X
d. number of shares X e. weighted average exercise price X f. weighted average market price of the shares related to the options exercised X
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 g. multiplication of the total of exercised options by the difference between the weighted average exercise price and the weighted average market price of the shares related to the exercised options X
8.9. With regard to share-based remuneration, in the form of shares to be
delivered directly to beneficiaries, recognized in the result of the last 3 fiscal years and to the forecast for the current fiscal year, of the board of directors and the statutory board, prepare a table with the following content 35:
X a. body X b. total number of members X
c. number of remunerated members X
d. potential dilution in case of grant of all shares to beneficiaries X
8.10. With regard to each grant of shares made in the last 3 fiscal years
and forecast for the current fiscal year, of the board of directors and the statutory board, prepare a table with the following content:
X a. body X b. total number of members X
35 To avoid duplication, the amounts computed as remuneration of the members of the board of directors must be deducted from the remuneration of directors who are also part of that body.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
c. number of remunerated members X
d. grant date X e. quantity of shares granted X f. maximum period for delivery of shares X g. period of restriction on the transfer of shares X h. fair value of shares on the grant date X
i. multiplication of the quantity of shares granted by the fair value of the shares
on the grant date
X
8.11. With regard to the shares delivered related to share-based remuneration of the
board of directors and the statutory board, in the last 3 fiscal years, prepare a table with the following content:
X a. body X b. total number of members X
c. number of remunerated members X
d. number of shares X
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 e. weighted average acquisition price X f. weighted average market price of the acquired shares X g. multiplication of the total of acquired shares by the difference between the weighted average acquisition price and the weighted average market price of the acquired shares X
8.12. Summary description of the information necessary for the understanding of the
data disclosed in items 8.5 to 8.11, such as the explanation of the pricing method of the value of shares and options, indicating, at minimum:
X a. pricing model X b. data and premises used in the pricing model, including the weighted average price of shares, exercise price, expected volatility, option life, expected dividends and the risk-free interest rate X
c. method used and the premises assumed to incorporate the effects
expected of early exercise
X d. method of determination of expected volatility X e. if any other characteristic of the option was incorporated in the measurement of its fair value X
8.13. Inform the quantity of shares, quotas and other securities
convertible into shares or quotas, issued, in Brazil or abroad, by the issuer, its direct or indirect controllers, controlled societies or under common control, X
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 that are held by members of the board of directors, of the statutory board or the supervisory board, grouped by body 36
8.14. With regard to the pension plans in force granted to the members of the
board of directors and to the statutory directors, provide the following information in table form:
X a. body X b. total number of members X
c. number of remunerated members X
d. name of the plan X e. quantity of administrators who meet the conditions to retire X f. conditions for early retirement X g. updated value of the accumulated contributions in the pension plan until the end of the last fiscal year, discounted the portion related to contributions made directly by the administrators X h. total accumulated value of the contributions made during the last fiscal year, discounted the portion related to contributions made directly by the administrators X
36 To avoid duplication, when the same person is a member of the board of directors and the board of directors, the securities held by her must be disclosed exclusively in the amount of securities held by the members of the board of directors.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000
i. if there is the possibility of early redemption and what the conditions are X
8.15. In table form, indicate, for the last 3 fiscal years, with respect
to the board of directors, to the statutory board and to the supervisory board 37:
X a. body X b. total number of members X
c. number of remunerated members X
d. value of the highest individual remuneration X e. value of the lowest individual remuneration X f. average value of individual remuneration (total remuneration divided by number of remunerated members) X
8.16. Describe contractual arrangements, insurance policies or other instruments
that structure remuneration or indemnification mechanisms for administrators in case of dismissal from office or retirement, indicating what the financial consequences for the issuer are X
8.17. With regard to the last 3 fiscal years and to the forecast for the fiscal year
current, indicate the percentage of total remuneration of each body recognized in the result of the issuer with respect to members of the board of directors, of the statutory board or the supervisory board who are related parties to the controllers,
37 To verify the values to be inserted in this item, use the criteria established in item 8.2.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 direct or indirect, as defined by the accounting rules that deal with this subject
8.18. With regard to the last 3 fiscal years and to the forecast for the fiscal year
current, indicate the values recognized in the result of the issuer as remuneration of members of the board of directors, of the statutory board or of the supervisory board, grouped by body, for any reason other than the function they hold, such as, for example, commissions and consulting or advisory services provided X
8.19. With regard to the last 3 fiscal years and to the forecast for the fiscal year
current, indicate the values recognized in the result of controllers, direct or indirect, of societies under common control and of controlled societies of the issuer, as remuneration of members of the board of directors, of the statutory board or of the supervisory board of the issuer, grouped by body, specifying the title for which such values were attributed to such individuals
8.20. Provide other information that the issuer deems relevant
9. Auditors
9.1. With regard to independent auditors, indicate 38:
a. name
38 When presenting the annual reference form, the information must refer to the last fiscal year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 b. CPF/CNPJ
c. dates of hiring and start of service provision, as well as the
description of services provided d. eventual substitution of the auditor, informing:
i. justification for the substitution
ii. eventual reasons presented by the auditor in disagreement with the
justification of the issuer for its substitution, according to CVM specific regulation regarding the matter
9.2. Inform total amount of remuneration of independent auditors in the
last fiscal year, discriminating the fees related to audit services and those related to any other services provided
9.3. Provide other information that the issuer deems relevant
10. Human resources
10.1. Describe the human resources of the issuer, providing the following
information 39:
X
39 When presenting the annual reference form, the information must refer to the last fiscal year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
a. number of employees, total and by groups, based on the activity performed, geographic location, and diversity indicators, which, within each hierarchical level of the issuer, must cover 40:
X
i. self-declared gender identity
ii. self-declared color or race identity
iii. age range
iv. other diversity indicators that the issuer deems relevant
b. number of outsourced workers (total and by groups, based on the activity performed and geographic location)
X
c. turnover rate
X
10.2. Comment on any relevant changes occurring with respect to the numbers disclosed in item 10.1 above
X
10.3. Describe the remuneration policies and practices of the issuer's employees, informing:
X a. salary and variable remuneration policy
X b. benefits policy
40 The grouping of employees by diversity indicators must consider the hierarchical levels of these employees, according to the segmentation that the issuer deems most appropriate to portray its internal organization.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
c. characteristics of remuneration plans based on shares for non-executive employees, identifying:
X
i. beneficiary groups
X
ii. conditions for exercise
iii. exercise prices
iv. exercise deadlines
v. number of shares committed by the plan
X d. ratio between (i) the highest individual remuneration (considering the composition of remuneration with all items described in field 8.2.d) recognized in the issuer's result in the last fiscal year, including the remuneration of statutory administrators, if applicable; and (ii) the median of the individual remuneration of the issuer's employees in Brazil, disregarding the highest individual remuneration, as recognized in its result in the last fiscal year
X
10.4. Describe the relationships between the issuer and trade unions, indicating whether there were stoppages and strikes in the last 3 fiscal years
X
10.5. Provide other information that the issuer deems relevant
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
11.1. Describe the issuer's rules, policies, and practices regarding the conduct of transactions with related parties, as defined by the accounting rules dealing with this subject, indicating, if there is a formal policy adopted by the issuer, the body responsible for its approval, date of approval, and, if the issuer discloses the policy, locations on the worldwide web where the document can be consulted
X
11.2. Except for operations that fall under the hypotheses of art. 3, II, “a”, “b” and “c”, of annex F, inform, regarding transactions with related parties that, according to accounting standards, must be disclosed in the issuer's individual or consolidated financial statements and that were celebrated in the last fiscal year or are in force in the current fiscal year:
a. name of the related parties b. relationship of the parties with the issuer
c. date of the transaction
d. object of the contract e. whether the issuer is a creditor or debtor f. amount involved in the business g. existing balance
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 h. amount corresponding to the interest of such related party in the business, if it is possible to ascertain
i. guarantees and insurance related
j. duration k. conditions for rescission or extinction
l. nature and reasons for the operation
m. interest rate charged, if applicable n. measures taken to address conflicts of interest o. demonstration of the strictly commutative nature of the conditions agreed upon or the payment of adequate compensation
11.3. Provide other information that the issuer deems relevant
12.1. Prepare a table containing the following information about the share capital:
a. issued capital, separated by class and species
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 b. subscribed capital, separated by class and species
c. paid-up capital, separated by class and species
d. deadline for payment of the capital not yet paid, separated by class and species e. authorized capital, informing the remaining limit for new issuances, in number of shares or value of the capital f. convertible titles and conditions for conversion
12.2. Foreign issuers must describe the rights of each class and species of share issued and the rules of their country of origin and the country in which the shares are custodied regarding:
X a. right to dividends
X b. voting right
X
c. convertibility into another class or species of share, indicating:
X
i. conditions
ii. effects on share capital
d. rights in the reimbursement of capital
X e. right to participate in a public offer for the alienation of control
X f. restrictions on circulation
g. conditions for alteration of the rights assured by such securities
X h. possibility of redemption of shares, indicating:
X
i. hypotheses for redemption
ii. formula for calculating the redemption value
X
i. hypotheses for cancellation of registration, as well as the rights of the holders of securities in this situation
X j. hypotheses in which the holders of securities will have the right of preference in the subscription of shares, securities backed by shares, or securities convertible into shares, as well as the respective conditions for the exercise of this right, or the hypotheses in which this right is not guaranteed, if applicable
X k. other relevant characteristics
12.3. Describe other securities issued in Brazil that are not shares and that have not matured or been redeemed, indicating:
a. identification of the security
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 b. quantity
c. global nominal value
d. date of issuance e. outstanding balance at the date of closing of the last fiscal year f. restrictions on circulation g. convertibility into shares or conferment of the right to subscribe to or buy shares of the issuer, informing:
i. conditions
ii. effects on share capital
h. possibility of redemption, indicating:
i. hypotheses for redemption
ii. formula for calculating the redemption value
i. when the securities are debt, indicate, when applicable:
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
i. maturity, including conditions for early maturity
ii. interest
iii. guarantee and, if real, description of the asset object
iv. in the absence of guarantee, whether the credit is unsecured or subordinated
v. eventual restrictions imposed on the issuer regarding:
- the distribution of dividends
- the alienation of certain assets
- the contracting of new debts
- the issuance of new securities
- the conduct of corporate operations involving the issuer, its controllers, or controlled companies
vi. the fiduciary agent, indicating the main terms of the contract
j. conditions for alteration of the rights assured by such securities
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 k. other relevant characteristics
12.4. Number of holders of each type of security described in item 12.3, as ascertained at the end of the previous fiscal year
12.5. Indicate the Brazilian markets in which the issuer's securities are admitted to trading
12.6. Regarding each class and species of security admitted to trading in foreign markets, indicate:
a. country b. market
c. market administrator entity in which the securities are admitted to trading
d. date of admission to trading e. if applicable, indicate the trading segment f. date of start of listing in the trading segment g. percentage of trading volume abroad relative to the total trading volume of each class and species in the last fiscal year h. if applicable, proportion of depositary certificates abroad relative to each class and species of shares
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
i. if applicable, depositary bank
j. if applicable, custodian institution
12.7. Describe titles issued abroad, when relevant, indicating, if applicable:
a. identification of the title, indicating the jurisdiction b. quantity
c. global nominal value
d. date of issuance e. outstanding balance at the date of closing of the last fiscal year f. restrictions on circulation g. convertibility into shares or conferment of the right to subscribe to or buy shares of the issuer, informing:
i. conditions
ii. effects on share capital
h. possibility of redemption, indicating:
i. hypotheses for redemption
ii. formula for calculating the redemption value
i. when the titles are debt, indicate:
i. maturity, including conditions for early maturity
ii. interest
iii. guarantee and, if real, description of the asset object
iv. in the absence of guarantee, whether the credit is unsecured or subordinated
v. eventual restrictions imposed on the issuer regarding:
- the distribution of dividends
- the alienation of certain assets
- the contracting of new debts
- the issuance of new securities
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
- the conduct of corporate operations involving the issuer, its controllers, or controlled companies
j. conditions for alteration of the rights assured by such titles k. other relevant characteristics
12.8. If the issuer has made a public offering for the distribution of securities in the last 3 fiscal years, indicate:
X a. how the resources resulting from the offering were used
X b. if there were relevant deviations between the effective application of the resources and the proposed applications disclosed in the prospectuses of the respective distribution
X
c. if there were deviations, the reasons for such deviations
12.9. Provide other information that the issuer deems relevant
13.1. Individual declarations of the President and the Investor Relations Director duly signed, attesting that:
a. reviewed the reference form
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 b. all information contained in the form complies with the provisions of CVM Resolution No. 80, especially arts. 15 to 20
c. the information contained therein portrays truly, accurately, and completely the activities of the issuer and the risks inherent to its activities
13.2. Individual declaration of a new occupant of the position of President or Investor Relations Director duly signed, attesting that: 41
a. reviewed the information that was updated in the reference form after the date of their appointment b. all information that was updated in the form in the manner of item “a” above complies with the provisions of CVM Resolution No. 80, especially arts. 15 to 20
41 This declaration must be presented if the reference form is updated due to art. 25, §§ 3 and 4, of CVM Resolution No. 80, of 2022, after the appointment of a new President or a new Investor Relations Director. In cases where the reference form is presented due to a request for registration of a public distribution of securities, the new occupants of the positions of President and Investor Relations Director must sign the declaration provided for in item 13.1.
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This document amends: CVM Resolution 80 of March 29, 2022, as amended by Resolutions CVM No. 59/21, 162/22, 168/22, 173/22, 180/23, 183/23, 198/24, 204/24, 207/24, 226/25 and 231/25, CVM Resolution No. 59 of December 22, 2021, Republished with Amendments from CVM Resolutions No. 87 and No. 168/22
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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