CVM Resolution No. 204 of June 4, 2024

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

Amends CVM Resolutions No. 80, of March 29, 2022, and No. 81, 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 May 15, 2024, based on the provisions of Articles 8, items I and III, 19, § 5º, 21, § 6º, and 22, § 1º, item I, of Law No. 6,385, of December 7, 1976, and Articles 71, § 2º, 121, sole paragraph, 124, §§ 2º, 2º-A and 5º, and 126, § 2º, of Law No. 6,404, of December 15, 1976, APPROVED the following Resolution:

Art. 1º CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:

“Art. 22 ..............................................
...........................................................
XII-A – summary map of the central depository, with shareholders’ voting instructions, in accordance with the terms and deadlines established in specific regulation; XIII – summary map of the registrar, with shareholders’ voting instructions, in accordance with the terms and deadlines established in specific regulation; XIV – summary map of votes sent directly to the company, with shareholders’ voting instructions, in accordance with the terms and deadlines established in specific regulation; XV – final summarized voting map, in accordance with the terms and deadlines established in specific regulation; and
...........................................................
§ 4º The issuer is exempt from delivering the documents required by items VII, XI, XII-A, XIII, XIV, XV and XVI of the caput, if it is not subject to the specific regulation that provides for remote participation and voting by shareholders of open companies. ........................................................... ” (NR)

“Art. 33 ..............................................
...........................................................

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

XXXV-A – summary map of the central depository, with shareholders’ voting instructions, in accordance with the terms and deadlines established in specific regulation; XXXVI – summary map of the registrar, with shareholders’ voting instructions, in accordance with the terms and deadlines established in specific regulation; XXXVII – summary map of votes sent directly to the company, with shareholders’ voting instructions, in accordance with the terms and deadlines established in specific regulation; XXXVIII – final summarized voting map, in accordance with the terms and deadlines established in specific regulation;
...........................................................
§ 5º The issuer is exempt from delivering the documents required by items II, XXXIV, XXXV-A, XXXVI, XXXVII and XXXVIII of the caput, if it is not subject to the specific regulation that provides for remote participation and voting by shareholders of open companies. ........................................................... ” (NR)

Art. 2º CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:

“Art. 3º...............................................
...........................................................
§ 2º Open companies that do not meet the criteria established in the caput may also hold meetings partially or exclusively digitally, provided they fully comply with the requirements established in this Resolution for the respective modality adopted.” (NR)

“Art. 5º...............................................
...........................................................
I-A – when the fiscal council is not in operation or when its term of office ends on the date of the meeting, the minimum percentages of participation in the voting and non-voting share capital necessary for the request to install the body; II – if, for reasons of force majeure, the meeting is not held in the building where the company has its headquarters, the location where the meeting will be held, which must be in the same municipality as the headquarters;

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

II-A – if any, the auxiliary physical locations made available for shareholder participation, in accordance with § 5º; III – if remote participation by means of an electronic system is admitted, in accordance with Article 28, § 2º, item II, information detailing the rules and procedures on how shareholders can participate and vote remotely in the meeting, including information necessary and sufficient for access and use of the system by shareholders, and whether the meeting will be held partially or exclusively digitally; and IV – in cases where admitted, in accordance with Article 30-A of this Resolution, explicit indication of the company’s intention not to make the remote voting ballot available, unless requested by shareholders holding 0.5% (zero point five percent) of the share capital, in accordance with Article 30-A, § 1º.
...........................................................
§ 4º The company must present, in the convening notice or in other documents and information made available to shareholders, the reasons why it considers it more appropriate to hold the meeting in person, partially digitally or exclusively digitally. § 5º The company’s headquarters or, if applicable, the location referred to in item II of the caput, must be the main location for conducting the proceedings and generating sound and images of partially digital meetings, with the availability of one or more auxiliary physical locations, even in a municipality different from that of the company’s headquarters, where shareholders may attend in person to participate in the meeting. § 6º The chairperson of the board, the secretary and at least one administrator must participate in person at the company’s headquarters or, if applicable, the location referred to in item II of the caput, except if the meeting is held exclusively digitally. § 7º Subject to the provisions of § 6º, remote participation by third parties authorized to participate and persons whose presence is mandatory at meetings is permitted, regardless of the manner of holding the meeting.” (NR)

“Art. 6º...............................................
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CVM RESOLUTION NO. 204, OF JUNE 4, 2024

§ 4º The presentation of the documents mentioned in this article by means of digital protocol is admitted.
§ 5º The company is prohibited from conditioning the exercise of rights by the shareholder at the meeting to the presentation of documents to prove circumstances related to the ownership of shares that can be objectively verified based on the ownership records already held by the company, including those that have been transferred to them by the central depository and the registrar.” (NR)

“Art. 10 ...............................................
...........................................................
IV – opinion of the independent auditors; and
V – opinion of the fiscal council, including dissenting votes, if any.
........................................................... ” (NR)

“Art. 11. ...............................................
I – at a minimum, the information indicated in the reference form, items 7.3 to 7.6, regarding candidates indicated by the administration or by controlling shareholders; and II – if applicable, indication of the need for the candidate to obtain the exemption referred to in Article 147, § 3º, of Law No. 6,404, of December 15, 1976, accompanied by a statement on the reasons why it considers that the meeting should grant such exemption.” (NR)

“Art. 26. The shareholder may exercise voting rights at meetings by means of filling out and delivering the remote voting ballot, subject to the provisions of Article 30-A.
§ 1º The company must make the remote voting ballot available:
I – up to one month before the date scheduled for the meeting:
a) at the time of the ordinary general meeting; b) whenever the general meeting is convened to deliberate on the election of members:

1. of the fiscal council; or

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

2. of the board of directors, when the election becomes necessary due to vacancy of the majority of the positions on the council, due to vacancy in a council that was elected by cumulative voting or to fill vacancies dedicated to separate election as provided for in Articles 141, § 4º, and 239 of Law No. 6,404, of December 15, 1976; and
   c) whenever the extraordinary general meeting is convened to occur on the same date scheduled for the ordinary general meeting; or II – up to twenty-one days before the date scheduled for the meeting, in cases not provided for in item I.
   ...........................................................
   § 3º ....................................................
   I – up to twenty days before the date scheduled for the holding of the meeting, for the inclusion of candidates indicated for the board of directors and the fiscal council in the manner of Article 37; or
   ...........................................................
   § 3º-A The company is prohibited from promoting the reordering, renumbering or any form of reorganization of items on the ballot that induces the shareholder to error regarding the matters to be deliberated.
   ........................................................... ” (NR)

“Art. 27. The remote voting ballot must be received up to four days before the date of the meeting and may be sent by the shareholder:
I – directly to the company, by postal or electronic means, observing, if any, the guidelines of the convening notice or other documents and information made available to shareholders; or
II – .....................................................
a) the custodian of the shareholder, if the shares are deposited in a central depository; b) the financial institution contracted by the company to provide securities registration services, in accordance with Articles 27 and 34, § 2º, of Law No. 6,404, of December 15, 1976, and specific regulation on the subject, if the shares are not deposited in a central depository; or

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

c) the central depository in which the shares are deposited.
...........................................................
§ 2º ...................................................
I – ......................................................
a) by means of messages directed directly to investors or inserted in their pages on the world wide web, in the case of service providers; and
...........................................................
§ 3º The central depository may define rules and operational procedures for the organization and functioning of activities related to the collection and transmission of instructions for filling out the remote voting ballot.
...........................................................
§ 6º The company that provides an email address for sending the remote voting ballot in accordance with item I of the caput may establish that this will be the only means of sending the remote voting ballot directly to the company, excluding the possibility of sending by postal mail. § 7º The company that provides an electronic system for sending the remote voting ballot in accordance with item I of the caput may establish that this will be the only means of sending the remote voting ballot directly to the company, excluding the possibility of sending by postal mail or electronic means. § 8º The company and service providers qualified to provide services for the collection and transmission of instructions for filling out the remote voting ballot must adopt means to ensure the identity of the shareholder and guarantee the authenticity and security in the transmission of information.” (NR)

“Art. 28. ...............................................
...........................................................
§ 1º-A The electronic system made available for sending remote voting ballots may allow shareholders who sign the ballot and other shareholder representation documents directly on the electronic system itself, provided that the signatures are made by means of digital certification or recognized by another means that guarantees their authorship and integrity in a format compatible with that adopted by the company for the holding of the meeting.
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§ 3º The company that makes available to shareholders the electronic system referred to in this article, with the prerogatives of § 2º, may hold the meeting partially or exclusively digitally.
§ 4º The provisions of this article do not prevent companies from transmitting their meetings on mass media, such as the world wide web.” (NR)

“Art. 29. ...............................................
Sole paragraph. Without prejudice to the provisions of the caput, the company must consider the capacity of contracted third parties to process and keep secure and confidential the identity data of shareholders and the voting instructions given.” (NR)

“Art. 30. The company, the registrar, the central depository and the custodian are obliged to keep, for a minimum period of five years, or for a longer period by express determination of the CVM, the instructions for filling out or the remote voting ballots received in accordance with this Subsection. ........................................................... ” (NR)

“Art. 30-A. The provision of the remote voting ballot is exempted when the following conditions are cumulatively met:
I – the most recent ordinary general meeting of the company has been held in a timely manner; II – at the most recent ordinary general meeting and at other shareholder meetings held since then, the company:
a) has timely made the remote voting ballot available or has not done so because it was already exempt from doing so in accordance with this article; and b) has received by means of the remote voting ballot votes corresponding to shares representing less than 0.5% (zero point five percent) of the share capital;

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

III – up to the time of the convening of the meeting at which the company intends to avail itself of the exemption provided for in this article, no request for inclusion on the ballot of candidates or proposals has been received, in accordance with Article 37; IV – the company has convened the meeting at which it intends to avail itself of the exemption provided for in this article at least thirty days in advance, explicitly indicating its intention not to make the remote voting ballot available, and has not been timely notified of opposition by shareholders, in accordance with § 1º; and V – no public offering of distribution of shares issued by the company has occurred since the most recent ordinary meeting. § 1º Shareholders holding 0.5% (zero point five percent) or more of the share capital may oppose the exemption provided for in the caput by means of a written statement addressed to the director of investor relations, up to twenty-five days before the date of the meeting. § 2º Any requests for inclusion on the remote voting ballot of candidates for the board of directors and the fiscal council or of proposals for deliberation, in accordance with Article 37, must, in the case provided for in this article, be presented together with the statement referred to in § 1º. § 3º In the case of § 1º, the company must present the remote voting ballot up to seventeen days before the date of the holding of the meeting.” (NR)

“Art. 31. ...............................................
§ 1º ....................................................
I – all matters on the agenda of the meeting to which it refers;
...........................................................
III – guidelines on how to send it by postal or electronic means, when the shareholder chooses to send it directly to the company; and ........................................................... ” (NR)

“Art. 32. ...............................................
...........................................................

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

III – must be formulated as a proposal and indicate its author, so that the shareholder only needs to approve, reject or abstain from it; and ........................................................... ” (NR)

“Art. 34. ...............................................
§ 1º ....................................................
§ 2º If, at the time of the holding of the meeting, there are no candidates for the board of directors other than those indicated by the administration or by the controlling shareholder, the request for adoption of the cumulative voting process formulated by means of the remote voting ballot becomes void.” (NR)

“Art. 36. ...............................................
...........................................................
III – give the shareholder the possibility to vote for as many candidates as there are vacancies to be filled, if there is a dispute among several candidates; and
...........................................................
§ 1º The remote voting ballot must give the shareholder the option to request the installation of the fiscal council, in accordance with Article 161 of Law No. 6,404, of December 15, 1976, when the company does not have a permanently operating fiscal council. § 2º If, at the time of the holding of the meeting, there are no candidates for the fiscal council, the request for installation of the fiscal council formulated by means of the remote voting ballot becomes void.” (NR)

“Art. 37. ...............................................
...........................................................
§ 1º Subject to the provisions of §§ 1º and 2º of Article 30-A, the request for inclusion referred to in the caput must be received by the director of investor relations, in writing and in accordance with guidelines, if any, contained in the convening notice:
...........................................................
§ 2º For the purposes of item I, letter “a”, and item II, both of § 1º, the date of holding of the ordinary general meeting is considered to be that communicated by the company up to the first fifteen days of the respective fiscal year or, in the absence of such communication, the date on which the ordinary general meeting of the company was held in the previous year. § 3º For the purposes of item I, letter “b”, of § 1º, within seven business days after the occurrence of an event justifying the convening of the general meeting, the company must communicate to the market the date of holding of the respective general meeting, even if provisionally, as well as the deadline for the inclusion of candidates on the remote voting ballot. ........................................................... ” (NR)

“Art. 42. Custodians, registrars and central depositories may:
...........................................................
§ 1º Custodians, registrars and central depositories are responsible for verifying that the voting instruction was given by the shareholder.
§ 2º In the verification referred to in § 1º, custodians, registrars and central depositories must not take into account any eligibility requirements of the shareholder to exercise the right to vote, a function that belongs to the board of the respective meeting. § 3º Custodians, registrars and central depositories must adopt rules and procedures to communicate to the shareholder:
........................................................... ” (NR)

“Art. 43. Up to three days before the date of the holding of the meeting, the custodian must send to the central depository in which the shares are deposited for trading a voting map indicating the voting instructions of shareholders, identified by means of their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ.” (NR)

“Art. 44. ...............................................
I – compile the voting instructions it received from custodians and those it received directly, making the necessary reconciliations and rejecting conflicting voting instructions; and II – up to forty-eight hours before the date of the holding of the meeting, send:
a) to the company:

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

1. the analytical map of the compiled voting instructions, identified by means of the shareholder’s registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ (“central depository analytical map”), together with the shareholder position statement; and
2. the summary map of the voting instructions, identifying how many approvals, rejections or abstentions each deliberated matter received and how many votes each candidate or slate received (“central depository summary map”); and
   ...........................................................
   § 2º-A The central depository analytical map and the shareholder position statement to which item “a” of item II of the caput refers must indicate:
   I – the shareholder position of each shareholder as of the same base date, which must be explicitly indicated, precede the date of the holding of the meeting by at most four days and coincide with the base date of the registrar’s analytical map and with the base date of the analytical map of votes sent directly to the company; and II – in cases where the meeting has been convened to elect members of the board of directors, the lowest share balance held by each shareholder in the three-month period before the date of the holding of the meeting. ........................................................... ” (NR)

“Art. 45. The registrar must, up to forty-eight hours before the date of the holding of the meeting:
I – send to the company:
a) the analytical map of the voting instructions of shareholders, identified by means of their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ (“registrar’s analytical map”), together with the shareholder position statement covering all shareholders of the company; and b) the summary map of the voting instructions, identifying how many approvals, rejections or abstentions each deliberated matter received and how many votes each candidate or slate received (“registrar’s summary map”); and II – inform the shareholder who does not have their shares deposited with the central depository of the rejection of their voting instruction, if applicable.

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CVM RESOLUTION NO. 204, OF JUNE 4, 2024

§ 1º The analytical map of the registrar and the shareholding statement referred to in item I of the caput must indicate:
I – the shareholding position of each shareholder as of the same base date, which must be expressly indicated, precede the date of the holding by at most four days, and coincide with the base date of the central depository's analytical map and with the base date of the analytical map of votes sent directly to the company; and II – in cases where the holding was convened to elect members of the board of directors, the lowest share balance held by each shareholder during the 3 (three) months prior to the date of the holding.” (NR)

“Art. 46-A. The company must compile the voting instructions it received directly and produce:
I – the analytical map of shareholders' voting instructions, identified by their registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ (“analytical map of votes sent directly to the company”); and II – the synthetic map of voting instructions, which identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received (“synthetic map of votes sent directly to the company”).

Sole Paragraph. The maps referred to in this article must consider the shareholding position of each shareholder as of the base date of the analytical maps of the central depository and the registrar.” (NR)

“Subsection VI-A – Disclosure of Synthetic Maps Art. 46-B. The company must disclose, through an electronic system on the CVM website and on the company's own website on the worldwide web, up to twenty-four hours before the holding:
I – the synthetic map of the central depository; II – the synthetic map of the registrar; and III – the synthetic map of votes sent directly to the company.

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

Sole Paragraph. The company that discloses, within the deadline provided for in the caput, the consolidated synthetic map referred to in Art. 46-C, item II, is exempt from disclosing the synthetic maps provided for in items I to III of the caput.” (NR)

“Subsection VII – Computation of Votes at the Holding Art. 46-C. Up to the start of the holding, the company must consolidate, making the necessary reconciliations and rejecting conflicting voting instructions, in accordance with Art. 44, §§ 1º and 2º:
I – the analytical maps of the central depository, the registrar, and votes sent directly to the company, resulting in a consolidated analytical map of remote voting instructions (“consolidated analytical map”); and II – the synthetic maps of the central depository, the registrar, and votes sent directly to the company, resulting in a consolidated synthetic map of remote voting instructions that identifies how many approvals, rejections, or abstentions each deliberated matter received and how many votes each candidate or slate received (“consolidated synthetic map”).

Sole Paragraph. The chair of the presiding board, at the start of the holding, must announce that the consolidated synthetic voting map is available for consultation and proceed to its reading, if requested by any shareholder.” (NR)

“Art. 47. A shareholder is considered present at a holding, for all purposes of Law No. 6,404, of December 15, 1976, the shareholder:
...........................................................

§ 1º The shareholders referred to in items II and III, in addition to being present, must be considered signatories of the minutes of the holding.
........................................................... ” (NR)

“Art. 48. .............................................
...........................................................
II – according to the consolidated analytical map; and

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

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§ 2º In case of discrepancies between the remote voting ballot received directly by the company or received by the central depository and the voting instruction contained in the registrar's analytical map for the same registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the voting instruction from the registrar must prevail.
...........................................................

§ 4º In case of discrepancies between the remote voting ballot received directly by the company and the voting instruction contained in the central depository's analytical map for the same registration number in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the voting instruction from the central depository must prevail.

§ 5º The presiding board of the holding must disregard the remote voting instruction of:
I – shareholders or shareholder representatives who, appearing physically at the holding, request to vote in person;
...........................................................

§ 6º ...................................................
I – final summarized voting map, by the next business day following the holding, consolidating the votes cast remotely and the votes cast in person, as computed at the holding, identifying how many approvals, rejections, or abstentions each matter received and how many votes each candidate or slate received; and II – final detailed voting map, within 7 (seven) business days after the date of the holding, consolidating the votes cast remotely and the votes cast in person, as computed at the holding, containing the first 5 numbers of the shareholder's registration in the Individual Taxpayer Registry – CPF or in the National Registry of Legal Entities – CNPJ, the vote cast by them regarding each matter, information on the shareholding position, and, if there were disregarded votes, the quantity of such votes and the indication of the reason for disregarding them.

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

§ 7º The company that discloses the final detailed voting map by the next business day following the holding is exempt from delivering the final summarized voting map.

§ 8º When the availability of the remote voting ballot is exempted, in accordance with Art. 30-A, the disclosure of the final summarized voting map and the final detailed voting map is also exempted, provided that the minutes of the holding indicate the quantity of votes cast in favor or against and of abstentions regarding each proposal on the agenda, and the breakdown of the quantity of votes cast may be made in the text of the minutes itself or in attached material.” (NR)

“Art. 49. ............................................

Sole Paragraph. Voting instructions that have already been sent before the date of the holding originally indicated in the first call may be normally considered in the event of a second call of the holding, provided that the installation of the holding in the second call does not exceed thirty days from the date on which the holding would originally have been held and the content of the remote voting ballot has not been altered.” (NR)

“Art. 81. ............................................
I – the violation of the obligations provided for in Art. 2º and in Arts. 6º, § 5º, 9º to 25, 26 to 28, 30 to 37, 39 to 49, 54 to 60, 71, 74, 75 and 79 of this Resolution; and ........................................................... ” (NR)

Art. 3º Annex M of CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:

“ .........................................................

11. [the votes indicated in this field will be void if, upon the holding, there are no candidates for the board of directors other than those indicated by the administration or by the controlling shareholder]

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

Do you request the adoption of the multiple voting process for the election of the board of directors, in accordance with Art. 141 of Law No. 6,404, of 1976? 1 [ ] Yes [ ] No [ ] Abstain
...........................................................

20. [the votes indicated in this field will be void if, upon the holding, there are no candidates for the fiscal council]
    Do you request the installation of the fiscal council, in accordance with Art. 161 of Law No. 6,404, of 1976? 2 [ ] Yes [ ] No [ ] Abstain ........................................................... ” (NR)

Art. 4º Annex O of CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:

“ .........................................................
Company's share capital (R$) % of share capital X ≤ 100,000,000.00 5.0 100,000,000.00 < X ≤ 1,000,000,000.00 4.0 1,000,000,000.00 < X ≤ 5,000,000,000.00 3.0 5,000,000,000.00 < X ≤ 10,000,000,000.00 2.0 10,000,000,000.00 < X 1.0 “(NR)

Art. 5º In CVM Resolution No. 81, of March 29, 2022, the following are revoked:
I – Art. 10, item VI;
II – Art. 11, item III;

1 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of requesting multiple voting.
2 If the shareholder chooses “No” or “Abstain”, their shares will not be counted for the purpose of requesting the installation of the fiscal council.

CVM RESOLUTION NO. 204, OF JUNE 4, 2024

III – Art. 26, § 2º;
IV – Art. 28, § 5º;
V – Art. 31, § 2º;
VI – Art. 45, § 2º;
VII – Art. 48, item I; and
VIII – Art. 48, § 3º.

Art. 6º This Resolution enters into force on January 2, 2025.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President