CVM Resolution No. 44 of August 23, 2021, with amendments introduced by CVM Resolutions No. 60/21 and 216/24

COMMISSION OF SECURITIES AND EXCHANGE
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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 44, OF AUGUST 23, 2021, WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTIONS NO. 60/21 AND 216/24. Provides for the disclosure of information on material acts or facts, the trading of securities pending the disclosure of material acts or facts, and the disclosure of information on the trading of securities, and revokes CVM Instructions No. 358, of January 3, 2002, No. 369, of June 11, 2002, and No. 449, of March 15, 2007.

THE PRESIDENT OF THE COMMISSION OF SECURITIES AND EXCHANGE – CVM makes public that the Collegiate Body, in a meeting held on August 11, 2021, based on the provisions of arts. 4, III, IV and VI, 8, I and III, 18, II, “a”, and 22, § 1, I, III, V and VI, of Law No. 6.385, of December 7, 1976, in art. 157 of Law No. 6.404, of December 15, 1976, as well as in arts. 5 to 9 of Decree No. 10.139, of November 28, 2019, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE
Art. 1 This Resolution provides for:
I – the disclosure of information on material acts or facts; II – the trading of securities pending the disclosure of material acts or facts; and III – the disclosure of information on the trading of securities.
Sole Paragraph. This Resolution does not apply to securitization companies exclusively registered in categories S1 or S2, according to specific regulation, as well as to their issuances.

Sole Paragraph included by CVM Resolution No. 60, of December 23, 2021.

CHAPTER II – DEFINITION OF MATERIAL ACT OR FACT
Art. 2 For the purposes of this Resolution, any decision by the controlling shareholder, deliberation by the general assembly or by the company’s administrative bodies, or any other act or fact of a political-administrative, technical, business or economic-financial nature, occurred or related to its business, that may influence in a considerable manner:
I – the quotation of the securities issued by the public company or referenced therein; II – the investors’ decision to buy, sell or hold those securities; or III – the investors’ decision to exercise any rights inherent to the status of holder of securities issued by the company or referenced therein, is considered material. Sole Paragraph. Observing the definition in the main text, examples of potentially material acts or facts, among others, include the following:
I – signing of an agreement or contract for the transfer of the company’s shareholding control, even if subject to a suspensive or resolutive condition; II – change in the company’s control, including through the celebration, amendment or termination of a shareholders’ agreement; III – celebration, amendment or termination of a shareholders’ agreement in which the company is a party or intervenor, or which has been recorded in the company’s own register; IV – entry or exit of a partner who maintains, with the company, an operational, financial, technological or administrative contract or collaboration; V – authorization for the trading of the securities issued by the company in any market, national or foreign; VI – decision to cancel the registration of the public company; VII – merger, spin-off or consolidation involving the company or affiliated companies; VIII – transformation or dissolution of the company; IX – change in the company’s assets; X – change in accounting criteria; XI – renegotiation of debts; XII – approval of a plan to grant stock purchase options; XIII – alteration in the rights and advantages of the securities issued by the company; XIV – stock split or grouping or attribution of bonus; XV – acquisition of securities issued by the company to remain in treasury or cancellation, and alienation of securities so acquired;

XVI – the company’s profit or loss and the attribution of cash dividends; XVII – celebration or extinction of a contract, or failure in its realization, when the expectation of its realization is public knowledge; XVIII – approval, amendment or abandonment of a project or delay in its implementation; XIX – start, resumption or suspension of the manufacturing or marketing of a product or the provision of a service; XX – discovery, change or development of the company’s technology or resources; XXI – modification of projections disclosed by the company; and XXII – request for judicial or extrajudicial reorganization, bankruptcy petition or filing of a judicial action, administrative or arbitral proceeding that may affect the company’s economic-financial situation.

CHAPTER III – DUTIES AND RESPONSIBILITIES IN THE DISCLOSURE OF MATERIAL ACT OR FACT
Art. 3 It is incumbent upon the Investor Relations Director to send to the CVM, through an electronic system available on the CVM’s website, and, if applicable, to the entities administering the markets in which the securities issued by the company are admitted to trading, any material act or fact occurred or related to its business, as well as to ensure its broad and immediate dissemination, simultaneously in all markets in which such securities are admitted to trading. § 1 Controlling shareholders, directors, members of the board of directors, the fiscal council and any bodies with technical or advisory functions, created by statutory provision, must communicate any material act or fact of which they have knowledge to the Investor Relations Director, who is responsible for promoting its disclosure. § 2 If the persons referred to in § 1 have personal knowledge of a material act or fact and ascertain the Investor Relations Director’s omission in fulfilling his duty to communicate and disclose, including in the case of the sole paragraph of art. 6 of this Resolution, they are exempt from responsibility only if they immediately communicate the material act or fact to the CVM. § 3 It is incumbent upon the Investor Relations Director to ensure that the disclosure of a material act or fact in the manner provided for in the main text and § 4 precedes or is made simultaneously with the broadcasting of the information by any means of communication, including information to the press, or in meetings of class entities, investors, analysts or with a selected audience, in the country or abroad. § 4 The disclosure of a material act or fact must be made through at least one of the following communication channels:
I – newspapers of wide circulation habitually used by the company; or II – at least 1 (one) news portal with a page on the World Wide Web, which makes the information available in its entirety in a section accessible free of charge.
§ 5 The disclosure and communication of a material act or fact, including the summary information referred to in § 8, must be made in a clear and precise manner, in language accessible to the investing public.
§ 6 The CVM may determine the disclosure, correction, amendment or republication of information on a material act or fact.
§ 7 Any alteration in the communication channels used must be preceded by:
I – updating the material act or fact disclosure policy, in accordance with art. 17 of this Resolution; II – updating the company’s registration form; and III – disclosure of the change to be implemented, in the manner previously used by the company for the disclosure of its material facts. § 8 The disclosure of a material act or fact made in the manner provided for in § 4, I, of this article may be made in summary form with indication of the World Wide Web addresses where the complete information must be available to all investors, in content at least identical to that sent to the CVM. Art. 4 The CVM, the stock exchange or the organized over-the-counter market entity in which the securities issued by the company are admitted to trading may, at any time, require the Investor Relations Director to clarify the disclosure of a material act or fact. Sole Paragraph. In the case of the main text, or in the event of atypical fluctuation in the quotation, price or quantity traded of the securities issued by the public company or referenced therein, the Investor Relations Director must inquire of persons with access to material acts or facts, with the aim of verifying whether they have knowledge of information that should be disclosed to the market.

Art. 5 The disclosure of a material act or fact must occur, whenever possible, before the start or after the closing of trading on the stock exchanges and organized over-the-counter market entities in which the securities issued by the company are admitted to trading. § 1 If the securities issued by the company are admitted to trading simultaneously in markets of different countries, the disclosure of the material act or fact must be made, whenever possible, before the start or after the closing of trading in both countries, prevailing, in case of incompatibility, the operating hours of the Brazilian market. § 2 If it is imperative that the disclosure of a material act or fact occurs during trading hours, the Investor Relations Director may request, always simultaneously with the entities administering the markets, national and foreign, in which the securities issued by the company are admitted to trading, the suspension of trading of the securities issued by the public company, or referenced therein, for the time necessary for the adequate dissemination of the relevant information, observing the procedures provided for in the regulations issued by the stock exchanges and organized over-the-counter market entities on the subject.

CHAPTER IV – EXCEPTION TO IMMEDIATE DISCLOSURE
Art. 6 Except as provided in the sole paragraph, material acts or facts may, exceptionally, fail to be disclosed if the controlling shareholders or administrators believe that their revelation will put at risk the legitimate interest of the company.
Sole Paragraph. The persons mentioned in the main text are obliged to, directly or through the Investor Relations Director, immediately disclose the material act or fact, in the event that the information escapes control or if there is an atypical fluctuation in the quotation, price or quantity traded of the securities issued by the public company or referenced therein. Art. 7 The CVM, at the request of the administrators, any shareholder or on its own initiative, may decide on the provision of information that has failed to be disclosed, in the manner of the main text of art. 6. § 1 The request referred to in the main text must be addressed to the Superintendence of Corporate Relations – SEP by means of:
I – electronic correspondence addressed to the institutional address of SEP with the subject “request for confidentiality”; or II – a sealed envelope, in which the word “confidential” must appear prominently.
§ 2 If the CVM decides to disclose the material act or fact, the interested party, or the Investor Relations Director, as the case may be, must immediately communicate to the entities administering the markets in which the securities issued by the company are admitted to trading, and disclose it in the manner of art. 3 of this Resolution. § 3 In the case of the sole paragraph of art. 6, the request referred to in the main text does not exempt controlling shareholders and administrators from their responsibility for the disclosure of the material act or fact.

CHAPTER V – DUTY OF CONFIDENTIALITY
Art. 8 Controlling shareholders, directors, members of the board of directors, the fiscal council and any bodies with technical or advisory functions, created by statutory provision, and company employees, must keep confidential the information relating to material acts or facts to which they have privileged access by reason of the position they hold, until its disclosure to the market, as well as ensure that their subordinates and trusted third parties do the same, responding jointly with them in the event of non-compliance.

CHAPTER VI – DISCLOSURE OF INFORMATION IN PUBLIC OFFERS
Art. 9 Immediately after deciding to make a public offer that requires registration with the CVM, the offeror must disclose the quantity of securities to be acquired or alienated, the price, the payment conditions and other conditions to which the offer is subject, in accordance with art. 3 of this Resolution.

Main text with wording given by CVM Resolution No. 216, of October 29, 2024.
§ 1 The provisions of the main text do not apply to the confidential preliminary analysis procedure for requests for registration of public distribution of securities, in accordance with current regulation.
§ 1 with wording given by CVM Resolution No. 216, of October 29, 2024.
§ 2 If the realization of the public offer is subject to the fulfillment of conditions, the offeror is obliged to disclose a notice of material fact, whenever such conditions are met, clarifying whether it maintains the offer, and under what conditions, or if it has lost its effectiveness. § 3 The primary or secondary public distribution of securities should only be disclosed, in conformity with the provisions of the main text, when it falls under one of the hypotheses provided for in items I to III of art. 2.

CHAPTER VII – DISCLOSURE OF INFORMATION IN THE ALIENATION OF CONTROL
Art. 10. The acquirer of the shareholding control of a public company must disclose a material fact and make the communications referred to in art. 3, in the manner provided therein.
Sole Paragraph. The communication and disclosure referred to in the main text must include, at a minimum, the following information:
I – name and qualification of the acquirer, as well as a brief summary of the sectors of operation and activities developed by him; II – name and qualification of the seller, including indirect, if any; III – price, total and attributed per share of each species and class, form of payment and other relevant characteristics and conditions of the business; IV – objective of the acquisition, indicating, in the case of the acquirer being a public company, the expected effects on its business; V – number and percentage of shares acquired, by species and class, in relation to voting and total capital;

VI – indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company; VII – declaration regarding the intention to promote, or not, within one year, the cancellation of the public company’s registration; and VIII – other relevant information regarding future plans in the conduct of the business, notably with regard to specific corporate events that are intended to be promoted in the company, especially corporate restructuring involving merger, spin-off or consolidation.

CHAPTER VIII – DISCLOSURE OF INFORMATION ON TRADING BY ADMINISTRATORS AND AFFILIATED PERSONS
Art. 11. Directors, members of the board of directors, the fiscal council and any bodies with technical or advisory functions created by statutory provision are obliged to inform the company of the ownership and transactions carried out with securities issued by the company itself, by its holding or subsidiary companies, in the latter two cases, provided that they are public companies. § 1 The communication referred to in the main text of this article must cover transactions with derivatives or any other securities referenced in the securities issued by the company or issued by its holding or subsidiary companies, in the latter two cases, provided that they are public companies. § 2 The natural persons mentioned in this article must also indicate the securities that are the property of a spouse from whom they are not judicially or extrajudicially separated, a partner, any dependent included in their annual income tax adjustment declaration and companies directly or indirectly controlled by them. § 3 The communication referred to in the main text of this article must contain, at a minimum, the following:
I – name and qualification of the communicator, and, if applicable, of the persons mentioned in § 2, indicating the registration number in the National Registry of Legal Entities or the National Registry of Individuals; II – quantity, by species and class, in the case of shares, and other characteristics in the case of other securities, as well as the identification of the issuing company and the balance of the position held before and after the transaction; and

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 44, OF AUGUST 23, 2021

III – the method of acquisition or alienation, price, and date of the transactions.

§ 4º The persons mentioned in the caput of this article must make the aforementioned communication:
I – within a period of 5 (five) days after the completion of each transaction; II – on the first business day after assuming the position; and III – upon the submission of documentation for the registration of the company as a public company.

§ 5º The company must send to the CVM and, if applicable, to the market administrators in which the company's securities are admitted to trading, the information referred to in the caput and in §§ 1º to 3º regarding the securities traded:
I – by the company itself, its subsidiaries and affiliates; and II – by the other persons referred to in this article.

§ 6º The information must be sent within a period of 10 (ten) days after the end of the month in which changes in the positions held occurred, the month in which the persons cited in the caput assumed their positions, or the month in which the communication provided for in § 11 occurs.

§ 7º The information referred to in the caput must be delivered individually and consolidated by the body indicated therein, and made available for consultation on the worldwide web:
I – the individual positions of the company itself, its affiliates and subsidiaries; and II – the positions, consolidated by body, held by the members of the administration, the fiscal council, and any bodies with technical or advisory functions created by statutory provision.

§ 8º The Investor Relations Director is responsible for transmitting to the CVM and, if applicable, to the market administrators in which the company's securities are admitted to trading, the information received by the company in accordance with the provisions of this article.

§ 9º For the purposes of the provisions of this article, the application, redemption, and trading of investment fund shares whose regulation provides that its stock portfolio be composed exclusively of shares issued by the company, its subsidiary, or its parent company, are equated to trading with securities issued by the company, its parent, or its subsidiary, in the latter two cases, provided they are public companies.

§ 10. The persons mentioned in the caput of this article must present, together with the communication provided for in items II and III of § 4º, a list containing the name and the registration number on the National Registry of Legal Entities or the National Registry of Individuals of the persons mentioned in § 2º.

§ 11. The persons mentioned in the caput of this article must inform the company of any changes in the information provided for in § 10 within a period of up to 15 (fifteen) days counted from the date of the change.

CHAPTER IX – DISCLOSURE OF INFORMATION ON THE ACQUISITION AND ALIENATION OF RELEVANT SHAREHOLDING PARTICIPATION AND ON TRANSACTIONS BY CONTROLLERS AND SHAREHOLDERS

Art. 12. Controlling shareholders, direct or indirect, and shareholders who elect members to the board of directors or the fiscal council, as well as any natural or legal person, or group of persons, acting jointly or representing the same interest, who carry out relevant transactions, must send the following information to the company:
I – name and qualification, indicating the registration number on the National Registry of Legal Entities or the National Registry of Individuals; II – the objective of the participation and the quantity targeted, containing, if applicable, a declaration that the transactions do not aim to alter the composition of control or the administrative structure of the company; III – the number of shares and other securities and financial derivative instruments referenced in such shares, whether for physical or financial settlement, specifying the quantity, class, and type of the referenced shares; IV – indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company; and V – if the shareholder is a resident or domiciled abroad, the name or corporate name and the registration number on the National Registry of Individuals or the National Registry of Legal Entities of their attorney or legal representative in the Country for the purposes of art. 119 of Law No. 6,404, of December 15, 1976.

§ 1º Relevant transaction is considered to be the transaction or set of transactions through which the direct or indirect participation of the persons referred to in the caput exceeds, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the species or class of shares representing the share capital of a public company.

§ 2º Subject to the provisions of § 3º, the obligations provided for in the caput and in § 1º also extend to:
I – the acquisition of any rights over the shares and other securities mentioned therein; and II – the execution of any financial derivative instruments referenced in shares referred to in the caput, even without provision for physical settlement.

§ 3º In the cases provided for in § 2º, the following rules must be observed:
I – the shares directly held and those referenced by physical settlement financial derivative instruments must be considered together for the purpose of verifying the percentages referred to in § 1º of this article; II – the shares referenced by financial derivative instruments with exclusively financial settlement provision must be computed independently of the shares referred to in item I for the purpose of verifying the percentages referred to in § 1º of this article; III – the quantity of shares referenced in derivative instruments that confer economic exposure to the shares cannot be offset by the quantity of shares referenced in derivative instruments that produce inverse economic effects; and IV – the obligations provided for in the caput of this article do not extend to structured operations certificates – COE, securities index funds, and other financial derivative instruments in which the shares issued by the company have a weight of less than 20% (twenty percent).

§ 4º The communication referred to in the caput must be made immediately after the participation referred to in § 1º is reached.

§ 5º In cases where the acquisition results from or has been carried out with the objective of altering the composition of control or the administrative structure of the company, as well as in cases where the acquisition generates the obligation to carry out a public offer, in accordance with applicable regulation, the acquirer must also promote the disclosure, at minimum, through the same communication channels usually adopted by the company, in accordance with art. 3º, § 4º, of a notice containing the information provided for in items I to V of the caput of this article.

§ 6º The Investor Relations Director is responsible for transmitting the information, as soon as received by the company, to the CVM and, if applicable, to the market administrators in which the company's shares are admitted to trading.

CHAPTER X – MISUSE OF INSIDER INFORMATION

Art. 13. The use of material non-public information by any person who has had access to it, for the purpose of obtaining an advantage, for themselves or for others, through the trading of securities, is prohibited.

§ 1º For the purposes of characterizing the offense referred to in the caput, it is presumed that:
I – the person who traded securities possessing material non-public information used such information in said transaction; II – controlling shareholders, direct or indirect, directors, members of the board of directors and the fiscal council, and the company itself, regarding transactions with their own issued securities, have access to all material non-public information; III – the persons listed in item II, as well as those who have a commercial, professional, or trust relationship with the company, upon having access to material non-public information, know that it is insider information; IV – the administrator who leaves the company possessing material non-public information and not yet disclosed uses such information if they trade securities issued by the company within a period of 3 (three) months counted from their dismissal; V – information regarding operations of incorporation, total or partial spin-off, merger, transformation, or any form of corporate reorganization or business combination, change in control of the company, including through the execution, amendment, or termination of shareholder agreements, decision to promote the cancellation of registration of the public company, or change of the trading environment or segment of its issued shares, are material from the moment studies or analyses regarding the matter begin; and VI – information regarding requests for judicial or extrajudicial recovery and bankruptcy filed by the company itself are material from the moment studies or analyses regarding such request begin.

§ 2º The presumptions provided for in § 1º:
I – are rebuttable and must be analyzed together with other elements that indicate whether the offense provided for in the caput was or was not, in fact, committed; and II – may, if applicable, be used in combination.

§ 3º The presumptions provided for in § 1º do not apply:
I – to cases of acquisition, through private negotiation, of shares held in treasury, resulting from the exercise of a purchase option according to a stock option grant plan approved in a general meeting, or when it is the grant of shares to administrators, employees, or service providers as part of remuneration previously approved in a general meeting; and II – to transactions involving fixed-income securities, when carried out through operations with combined commitments of repurchase by the seller and resale by the buyer, for settlement on a predetermined date, prior to or equal to the maturity of the securities subject to the operation, carried out with predefined profitability or remuneration parameters.

§ 4º The prohibition referred to in the caput does not apply to subscriptions of new securities issued by the company, without prejudice to the incidence of rules governing the disclosure of information in the context of the issuance and offering of these securities.

CHAPTER XI – PROHIBITED PERIOD

Art. 14. In the period of 15 (fifteen) days preceding the date of disclosure of the company's quarterly accounting information and annual financial statements, subject to the provisions of § 2º of art. 16 and without prejudice to the provisions of art. 13, the company, controlling shareholders, directors, members of the board of directors and the fiscal council are prohibited from carrying out any transaction with the securities issued by the company, or referenced therein, regardless of whether such persons have knowledge of the content of the quarterly accounting information and annual financial statements of the company.

§ 1º The prohibition referred to in the caput is independent of the assessment regarding the existence of material pending disclosure or the intention regarding the transaction.

§ 2º The counting of the period referred to in the caput must be done excluding the day of disclosure, however, transactions with securities can only be carried out on that day after the aforementioned disclosure.

§ 3º The prohibition referred to in the caput does not apply to:
I – transactions involving fixed-income securities, when carried out through operations with combined commitments of repurchase by the seller and resale by the buyer,

for settlement on a predetermined date, prior to or equal to the maturity of the securities subject to the operation, carried out with predefined profitability or remuneration parameters; II – operations intended to fulfill obligations assumed before the start of the prohibited period resulting from securities lending, exercise of purchase or sale options by third parties, and forward purchase and sale contracts; and III – transactions carried out by financial institutions and legal entities belonging to their economic group, provided they are carried out in the normal course of their business and within parameters established in the company's trading policy.

CHAPTER XII – TRADING POLICY AND INVESTMENT PLAN

Art. 15. The public company may, by resolution of the board of directors, approve a trading policy for its issued shares, containing rules additional to those provided for in Law No. 6,404, of 1976, and in this Resolution.

Sole Paragraph. The trading policy referred to in the caput may cover transactions carried out by the company itself, controlling shareholders, direct or indirect, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions, created by statutory provision.

Art. 16. Anyone who has a relationship with a public company that makes them potentially subject to the presumptions referred to in § 1º of art. 13 may formalize an individual investment or divestment plan regulating their transactions with securities issued by the company or referenced therein, with the objective of excluding the applicability of those presumptions.

§ 1º The investment or divestment plan must:
I – be formalized in writing;
II – be verifiable, including regarding its establishment and the carrying out of any alteration in its content; III – establish, in an irrevocable and unalterable manner, the dates or events and the values or quantities of the transactions to be carried out by the participants; and IV – provide for a minimum period of 3 (three) months for the plan itself, its eventual modifications, and cancellation to take effect.

§ 2º The investment or divestment plans instituted by the persons referred to in art. 14 may allow the trading of securities issued by the company during the period provided for in that article, provided that, in addition to observing the provisions of § 1º:
I – the company has approved a schedule defining specific dates for the disclosure of quarterly accounting information and annual financial statements; and II – they obligate their participants to revert to the company any avoidable losses or potential gains obtained in transactions with securities issued by the company, resulting from any alteration in the dates of disclosure of quarterly accounting information and annual financial statements, calculated by reasonable and verifiable criteria defined by the plan itself.

§ 3º Participants are prohibited from:
I – maintaining more than one investment or divestment plan in force simultaneously; and II – carrying out any operations that nullify or mitigate the economic effects of the operations to be determined by the investment or divestment plan.

§ 4º The adoption of an investment or divestment plan by the public company, controlling shareholders, direct or indirect, directors, members of the board of directors, the fiscal council, and any bodies with technical or advisory functions, created by statutory provision, depends on authorization in the trading policy approved by the company, which must necessarily require that:
I – the plan be formalized in writing before the Investor Relations Director; and II – the board of directors, or another statutory body to whom this function is attributed, verify, at least semi-annually, the adherence of the transactions carried out by participants subject to the trading policy to the investment or divestment plans formalized by them.

CHAPTER XIII – DISCLOSURE POLICY

Art. 17. The public company must, by resolution of the board of directors, adopt a disclosure policy for material acts or facts, contemplating, at minimum, the channel or channels of communication it uses to disseminate information on material acts and facts in accordance with art. 3º, § 4º, and the procedures related to the maintenance of confidentiality regarding undisclosed material information.

§ 1º The company must formally communicate the terms of the resolution to controlling shareholders and to persons who occupy or will occupy the functions referred to in art. 13, obtaining their respective formal adherence, in an instrument that must be archived at the company's headquarters while the person maintains a bond with it, and for five years, at minimum, after their dismissal.

§ 2º The company must maintain at its headquarters, available to the CVM, the list of persons mentioned in the caput of this article and their respective qualifications, indicating position or function, address, and registration number on the National Registry of Legal Entities or the National Registry of Individuals, updating it immediately whenever there is a modification.

§ 3º The provisions of this article apply only to companies that cumulatively meet the following requirements:
I – are registered in category A;
II – have been authorized by a market administrator to trade shares on a stock exchange; and III – with respect to which there are shares in circulation, considered as the company's shares, with the exception of those owned by the controller, persons linked to him, the company's administrators, and those held in treasury.

CHAPTER XIV – COMMON PROVISIONS FOR TRADING AND DISCLOSURE POLICIES

Art. 18. The approval or alteration of the trading policy and the disclosure policy of the public company must be communicated to the CVM and, if applicable, to the market administrators in which the company's securities are admitted to trading, and the communication must be accompanied by a copy of the resolution and the full text of the documents that govern and integrate the aforementioned policies.

§ 1º Without prejudice to subsequent investigation and sanction, the CVM may determine the improvement or alteration of the trading policy, if it considers that its content does not prevent the use of material information in carrying out the transaction, or of the disclosure policy, if it considers that it does not adequately meet the terms of this Resolution.

§ 2º The trading and disclosure policies may be approved jointly, and constitute a single set of rules and procedures.

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 44, DE 23 DE AGOSTO DE 2021 § 3º The company, upon approval of the trading and disclosure policies, must designate a director responsible for their execution and monitoring.
CHAPTER XV – SERIOUS INFRACTION
Art. 19. A serious infraction, for the purposes set forth in § 3º of Article 11 of Law No. 6,385, of December 7, 1976, is considered to be a violation of the provisions of this Resolution.
CHAPTER XVI – FINAL AND TRANSITIONAL PROVISIONS
Art. 20. Any change in the facts or intentions subject to the declarations made under the terms of this Resolution must be disclosed immediately, rectifying or adding to the previous declaration.
Art. 21. The presumptions, prohibitions, and communication obligations established in this Resolution apply to transactions carried out:
I – within or outside regulated securities market environments; II – directly or indirectly, whether through controlled companies or third parties with whom a fiduciary or portfolio administration contract is maintained; and III – on one's own account or on behalf of third parties. § 1º Indirect transactions or transactions on behalf of third parties are not considered to be those carried out by investment funds of which the persons mentioned in this Resolution are unitholders, provided that the trading decisions cannot be influenced by the unitholders. § 2º It is presumed, with proof to the contrary admitted and observing the provisions of § 3º, that the trading decisions of the administrator and manager of an exclusive fund are influenced by the fund's unitholder. § 3º The presumption referred to in § 2º does not apply to exclusive investment funds whose unitholders are insurance companies or open complementary pension entities and that have as their objective the application of resources from a free benefit-generating plan (PGBL) and free benefit-generating life insurance (VGBL), during the deferral period. Art. 22. The provisions of this Resolution apply to sponsoring companies of BDR programs levels II and III, insofar as they are not incompatible with the provisions applicable in the countries where the respective securities were issued.

CVM Resolution No. 44 of August 23, 2021, with amendments introduced by CVM Resolutions No. 60/21 and 216/24

Lineage: In force