CVM Resolution No. 141 of June 15, 2022, with amendments introduced by CVM Resolution No. 195/23

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 141, OF JUNE 15, 2022, WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTION NO. 195/23.
Ratifies Technical Pronouncement CPC 44 of the Accounting Pronouncements Committee – CPC, which deals with combined financial statements.

The PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on May 4, 2022, based on §§ 3 and 5 of art. 177 of Law No. 6.404, of December 15, 1976, combined with items II and IV of § 1 of art. 22 of Law No. 6.385, of December 7, 1976, as well as arts. 5 and 14 of Decree No. 10.139, of November 28, 2019, APPROVED the following Resolution:

Art. 1 The obligation for publicly-held companies to apply Technical Pronouncement CPC 44, which deals with combined financial statements, issued by the Accounting Pronouncements Committee - CPC, is hereby ratified, as per Annex “A” to this Resolution.

Sole Paragraph. The combined financial statements shall be subject to audit by an independent auditor registered with the CVM, in accordance with the standards issued by the Federal Council of Accounting.

• Sole Paragraph included by CVM Resolution No. 195, of November 30, 2023.

Art. 2 Deliberation 708, of May 2, 2013, is hereby revoked, from the effective date of this Resolution.

Art. 3 This Resolution enters into force on July 1, 2022.

Signed electronically by
MARCELO BARBOSA
President

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 141, OF JUNE 15, 2022
ANNEX “A”
ACCOUNTING PRONOUNCEMENTS COMMITTEE
TECHNICAL PRONOUNCEMENT CPC 44
Combined Financial Statements

Summary Item
OBJECTIVE AND SCOPE 1
DEFINITIONS, FORM AND CONTENT OF COMBINED
FINANCIAL STATEMENTS
2 – 12
Combined financial statements 2 - 3
Objective of combined financial statements 4 – 6 Common control 7 - 8 Form and content 9 – 12 CIRCUMSTANCES IN WHICH COMBINED FINANCIAL STATEMENTS ARE PRESENTED 13 – 14 INSTRUCTIONS FOR PREPARATION 15 – 17 COMBINED FINANCIAL STATEMENTS WHEN THERE ARE ENTITIES WITH SHARED CONTROL COMBINED PRO FORMA FINANCIAL STATEMENTS 19

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 141, OF JUNE 15, 2022
Objective and scope

1. The objective of this Pronouncement is to guide regarding the criteria for preparation, the circumstances involved, and the form of presentation of combined financial statements in accordance with accounting practices adopted in Brazil, as well as to clarify their meaning.

Definitions, form and content of combined financial statements Combined financial statements
2. Combined financial statements represent a single set of financial statements of entities that are under common control.
3. The entity that controls one or more entities and prepares financial reports must present consolidated financial statements. However, not all controlling entities prepare financial reports. For example, the controlling entity may be an individual or group of individuals, such as a family. If this is the case, combined financial statements may provide important information about entities under common control, such as a group.

Objective of combined financial statements
4. Combined financial statements are prepared with the objective of presenting accounting information as if the various entities under common control were a single entity, considering the same procedures used in the preparation of consolidated financial statements. The basic difference is that consolidated statements are prepared for the parent company and include the statements of its subsidiaries and entities in which it assumes the majority of risks and benefits, whereas in combined statements there is no parent company, but a group of entities under common control. Management must exercise judgment in determining the entities under common control to be combined, as well as the purpose of these combined financial statements. If there are other entities in the group of companies under common control that have not been combined, management must clarify the reasons that determined the inclusion of the entities that were combined.
5. As combined financial statements represent the set of certain entities and not a controlling entity and its subsidiaries, there is always a need to identify to whom these entities belong. Thus, if the combined financial statements refer to:
(a) a group of entities under common control that has not yet undergone a corporate restructuring process, such as the creation of a holding company belonging, for example, to a natural person or set of natural persons, such combined financial statements must be referred to as “Entities of Economic Group XXX”, defining this identification; (b) a group of entities after a corporate restructuring process, in which a holding company has already been constituted, or one of the entities has come to hold corporate control of one or more entities, but there remains another or other entities under common control, such financial statements may refer to the combined accounting information of “Entity YYY”.
6. Combined financial statements cannot be confused with pro forma financial information. While pro forma financial information aims to demonstrate how historical accounting information would have been affected had a particular transaction been completed at an earlier time (such as business combinations), combined financial statements are prepared with the objective of presenting information as if the various entities under common control were a single entity, while preserving the historical operations that actually occurred. Pro forma financial information is addressed in OCPC 06, issued by this CPC.

Common control
7. Common control exists between distinct entities when the controller (natural person(s) or legal entity(ies)), directly or indirectly, has power over the investee (see items 10 to 14 of Technical Pronouncement CPC 36), is exposed to, or holds rights over, variable returns arising from its involvement with the investee (see items 15 and 16 of Technical Pronouncement CPC 36), and has the ability to use its power over the investee to affect the value of its returns (see items 17 and 18 of Technical Pronouncement CPC 36).
8. In determining the existence of control, the definition of control provided in items 5 to 19 of Technical Pronouncement CPC 36 - Consolidated Financial Statements must be used, as well as the other guidance contained in the same Pronouncement.

Form and content
9. Combined financial statements differ from consolidated financial statements, because in the latter, as defined in Technical Pronouncement CPC 36 – Consolidated Financial Statements, the controlling entity must hold a corporate participation, direct or indirect, in its subsidiaries or assume the majority of the risks and benefits of those entities.
10. Combined financial statements must be prepared, insofar as pertinent, in accordance with the concepts and techniques applicable to the consolidation of financial statements. In summary, combined financial statements represent the sum of individual statements, with the elimination of balances and transactions between the combined entities, as well as adjustments resulting from eventual unrealized results between these entities, and alignment of accounting practices.
11. Combined financial statements must cover all financial statements required by Technical Pronouncement CPC 26 – Presentation of Financial Statements, on a comparative basis; namely: balance sheet, income statement, comprehensive income statement, statement of changes in equity, cash flow statement, and statement of added value (the latter when applicable), accompanied by explanatory notes. These combined financial statements must be presented in the format and in accordance with the Technical Pronouncements, Interpretations, and Guidelines of the CPC.
12. In the explanatory notes to the combined financial statements, all information required when preparing consolidated financial statements must be disclosed, in accordance with Technical Pronouncement CPC 36 – Consolidated Financial Statements. Additionally, the explanatory notes must include:
(a) brief description of the operational context of each combined entity; (b) the percentage of participation, by the entity or natural persons that hold control over each entity included in the combined financial statements; (c) justification for the purpose of presenting the combined financial statements; (d) reasons that determined the inclusion of the entities included in the combined financial statements, if there are other entities under common control that have not been combined; (e) disclosure of each of the entities included in the combined financial statements, the total value of assets, equity, net profit (loss) and other comprehensive income, and total eliminations, if necessary; (f) clarification that the combined financial statements are being presented only to provide additional analysis to third parties and do not represent the individual or consolidated financial statements of a legal entity and its subsidiaries; (g) clarification that the combined financial statements should not be taken as a basis for calculating dividends, taxes, or for any other corporate or statutory purposes.

Circumstances in which combined financial statements are presented
13. In certain situations, entities are economically united by being under common control. In these cases, the presentation of combined financial statements has a more representative meaning than the presentation of the individual financial statements of each entity.
14. The presentation of combined financial statements does not replace the need to disclose individual and/or consolidated financial statements to regulatory bodies and/or to the public as required by the respective applicable legislation.

Instructions for preparation
15. The preparation and disclosure of combined financial statements must observe the requirements in all Technical Pronouncements, Interpretations, and Guidelines of the CPC, especially Technical Pronouncement CPC 36 – Consolidated Financial Statements.
16. In the case where combined financial statements include entities acquired or sold during the fiscal year/period, the combined statements of income, comprehensive income, cash flows, and added value, when applicable, must comprise the operations of these entities only for the period in which the entities are under common control. Considering this same situation, the first combined balance sheet is that of the date of acquisition of the condition of common control, and the last is that of the date of loss of that condition of common control.
17. However, if combined financial statements have not been presented for prior periods or dates for a group of entities under common control, and due to a corporate restructuring and reorganization process, some entity(ies) is(are) no longer under common control, combined financial statements may be prepared including only those entities that remain or will remain with the same group of common control. Special evidence on this situation must be provided through an explanatory note to the combined financial statements.

Combined financial statements when there are entities with shared control
18. In line with Technical Pronouncement CPC 19 – Joint Arrangements, the statements of operations controlled jointly by the group of entities under common control must also be included, with the recognition of interests in assets, liabilities, revenues, and expenses, in the combined financial statements.

Combined pro forma financial statements
19. The preparation and presentation of pro forma information from pro forma combined financial statements is permitted provided that such pro forma information fully complies with the principles of Technical Guideline OCPC 06 – Presentation of Pro Forma Financial Information.