CVM Resolution No. 168 of September 20, 2022

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

CVM RESOLUTION NO. 168, OF SEPTEMBER 20, 2022

Amends CVM Resolutions No. 59, of December 22, 2021, and No. 80, of March 29, 2022.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on September 14, 2022, based on the provisions of art. 8, I, of Law No. 6.385, of December 7, 1976, as well as arts. 110-A, § 2, 138, § 2, § 4, and 140, § 2, of Law No. 6.404, of December 15, 1976, and art. 7 of Law No. 14.195, of August 26, 2021, APPROVED the following Resolution:

Art. 1. Art. 46 of CVM Resolution No. 80, of March 29, 2022, shall be effective with the following wording:

“Art. 46.............................................................
Sole Paragraph. The election and assumption of office of an administrator of a publicly held company must observe the rules set forth in Annex K” (NR)

Art. 2. Chapter V of CVM Resolution No. 80, of 2022, shall be effective, supplemented by the following Section IV:

“Section IV – Plural Voting
Art. 45-A. Plural voting does not apply to votes at the general shareholders’ meeting that deliberate on transactions with related parties that must be disclosed in accordance with Annex F.” (NR)

Art. 3. Annex K of CVM Resolution No. 80, of March 29, 2022, shall be effective with the following wording:

“Requirements for appointment to administrative positions” (NR)

“Art. 1. This annex regulates:
I – the declaration provided for in § 4 of art. 147 of Law No. 6.404, of 1976, which must be signed by the person elected as a member of the board of directors of a publicly held company, aiming to prove compliance with the conditions set forth in § 3 of that article;

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

CVM RESOLUTION NO. 168, OF SEPTEMBER 20, 2022

II – the segregation between the functions of chairman of the board of directors and chief executive officer or principal executive of a publicly held company, in accordance with art. 138, §§ 3 and 4, of Law No. 6.404, of 1976; and III – the mandatory presence of independent members on the board of directors of publicly held companies, provided for in art. 140, § 2, of Law No. 6.404, of 1976.

Sole Paragraph. The provisions of arts. 1 to 3 of this annex also apply to the election of directors by the board of directors, as provided for in § 4 of art. 147 of Law No. 6.404, of 1976.”

(NR)

.........................................................................

“Art. 4. It is prohibited to hold the position of chairman of the board of directors and the position of chief executive officer or principal executive of the company simultaneously.

Sole Paragraph. The provisions of this article do not apply to companies that have earned consolidated gross revenue of less than R$ 500,000,000.00 (five hundred million reais), verified based on the financial statements closing the last fiscal year.” (NR)

“Art. 5. The participation of independent directors on the company’s board of directors is mandatory for companies that cumulatively meet the following requirements:
I – are registered in Category A;
II – have securities admitted to trading on a stock exchange by an entity administering an organized market; and III – have shares or depositary receipts of shares in circulation.

Sole Paragraph. The number of independent directors on the board of directors must correspond to at least 20% (twenty percent) of the total number of directors.” (NR)

“Art. 6. The classification of an independent director must consider their relationship with:
I – the company, its controlling shareholder, and its administrators; and II – controlled, affiliated, or commonly controlled companies.

§ 1. For the purposes of verifying the classification of an independent director, the following persons are not considered independent directors:

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

CVM RESOLUTION NO. 168, OF SEPTEMBER 20, 2022

I – are the controlling shareholder of the company; II – have their voting exercise at board of directors meetings bound by a shareholders’ agreement whose object relates to matters concerning the company; III – are the spouse, partner, or relative, in a straight or collateral line up to the second degree, of the controlling shareholder, of an administrator of the company, or of an administrator of the controlling shareholder; and IV – are or were, in the last 3 (three) years, employees or directors of the company or its controlling shareholder.

§ 2. For the purposes of verifying the classification of an independent director, the situations described below must be analyzed to determine if they imply a loss of independence of the independent director due to the characteristics, magnitude, and extent of the relationship:
I – have a kinship link by affinity up to the second degree with the controlling shareholder, an administrator of the company, or an administrator of the controlling shareholder; II – are or were, in the last 3 (three) years, employees or directors of affiliated, controlled, or commonly controlled companies; III – have commercial relations, including the provision of services or supply of inputs in general, with the company, its controlling shareholder, or affiliated, controlled, or commonly controlled companies; IV – hold a position with decision-making power in the conduct of activities of a company or entity that has commercial relations with the company or its controlling shareholder; V – receive other remuneration from the company, its controlling shareholder, affiliated, controlled, or commonly controlled companies, in addition to that related to acting as a member of the board of directors or committees of the company, its controlling shareholder, its affiliated, controlled, or commonly controlled companies, except for cash proceeds resulting from participation in the company’s capital stock and benefits arising from complementary pension plans; and VI – founded the company and has significant influence over it.

§ 3. In companies with a controlling shareholder, directors elected through separate voting shall be considered independent.

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

CVM RESOLUTION NO. 168, OF SEPTEMBER 20, 2022

§ 4. The references in this article to the controlling shareholder encompass:
I – direct and indirect controlling shareholders; and II – providers of essential services of an investment fund that controls the company.” (NR)

“Art. 7. The characterization of a candidate for the board of directors as an independent director must be deliberated by the general meeting, which may base its decision:
I – on the declaration, sent by the candidate for independent director to the board of directors, attesting to their classification regarding the independence criteria established in this regulation, including the respective justification, if any of the situations provided for in § 2 of art. 6 is verified; and II – on the statement of the company’s board of directors, included in the administration’s proposal regarding the general meeting for the election of administrators, regarding the classification or not of the candidate under the independence criteria.

Sole Paragraph. The procedure provided for in this article does not apply to the indications of candidates for members of the board of directors:
I – who do not meet the advance notice period for inclusion of candidates in the voting bulletin, as provided for in the regulation issued by the CVM on remote voting; and II – through separate voting in companies with a controlling shareholder.” (NR)

“Art. 8. The provisions of arts. 4 to 7 only apply to mandates starting from January 1, 2023.” (NR)

Art. 4. Item 7.3.j of Annex A to CVM Resolution No. 59, of December 22, 2021, shall be effective with the following wording:

“j. if they are an independent member, in accordance with the specific regulation applicable to the matter.” (NR)

Art. 5. This Resolution enters into force on October 3, 2022.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President