2021-12-22
Added · Updated
CVM Resolution No. 59 amends CVM Resolutions No. 80 and No. 81 by updating disclosure requirements for issuers, including mandates for maintaining information on public websites for three years and requiring searchable or OCR-enabled digital formats for most documents. The resolution introduces Article 26-A allowing cross-referencing to other documents in the Reference Form, updates governance code reporting deadlines to seven months, and establishes specific content requirements for issuers in judicial recovery or bankruptcy. It also modifies rules regarding related-party transaction disclosures, initial public offering market environments, and shareholder meeting procedures, with the resolution entering into force on January 2, 2023.
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SECURITIES 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
CVM RESOLUTION NO. 59, OF DECEMBER 22, 2021 REPUBLISHED WITH THE AMENDMENTS RESULTING FROM THE ISSUANCE OF CVM RESOLUTION NO. 87 AND CVM RESOLUTION NO. 168/22
Amends CVM Resolutions No. 80 and No. 81, both of March 29, 2022.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on November 24, 2021, based on the provisions of arts. 8, I, 21 and 22 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:
Art. 1 CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 14..............................................................
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§ 1 The issuer must also post and maintain the information referred to in the caput on its page on the worldwide computer network for 3 (three) years, counted from the date of disclosure, provided it cumulatively meets the following requirements:
I – is registered in category A;
II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.
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” (NR)
“Art. 22..............................................................
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§ 6 The documents indicated in the caput must be presented in a searchable format or digitized with technology that allows text character recognition, with the exception of those indicated in items I, II, IV, V and XII.” (NR)
“Art. 25..............................................................
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§ 3...................................................................
SECURITIES 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
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X – declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; XI – communication by the issuer of the change of independent auditor in accordance with specific regulation; and XII – any of the following events involving an administrator or member of the fiscal council:
a) any criminal conviction; b) any conviction in an administrative proceeding of the CVM, the Central Bank of Brazil or the Private Insurance Superintendence; or c) any final judicial conviction or subject to final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity.
§ 4...................................................................
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VI – declaration of bankruptcy, judicial reorganization, liquidation or judicial homologation of extrajudicial reorganization; VII – communication by the issuer of the change of independent auditor in accordance with specific regulation; and VIII – any of the following events involving an administrator or member of the fiscal council:
a) any criminal conviction; b) any conviction in an administrative proceeding of the CVM, the Central Bank of Brazil or the Private Insurance Superintendence; or c) any final conviction, in the judicial sphere or subject to final administrative decision, that has suspended or disqualified him from practicing any professional or commercial activity.
SECURITIES 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 § 5 For compliance with the provisions of items XII of § 3 and VIII of § 4, the administrator or member of the fiscal council, as the case may be, must communicate the judicial or administrative conviction to the issuer immediately after the publication of the decision, and the periods provided for in §§ 3 and 4 shall begin to run from the moment this communication is made.” (NR)
“Art. 26..............................................................
§ 1 In the updates resulting from §§ 3 and 4 of art. 25, the declaration must have the content provided for in item 13.2 of the reference form. § 2 In the event of resubmission of the reference form due to a request for registration of public distribution of securities, the new occupants of the positions of president and investor relations director must sign the declaration provided for in item 13.1 of the reference form.” (NR)
“Art. 26-A. The content of the unstructured fields of the reference form may be complemented by means of reference to other documents made available by the issuer, provided that:
I – the documents have been previously sent to the CVM through an electronic system on the CVM page on the worldwide computer network; and II – the issuer provides all the information necessary for investors to access the document to which the reference is made, including, where applicable, the pages or section of the document and other information that assists in locating the information.” (NR)
“Art. 27..............................................................
§ 1....................................................................
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V – declaration by the directors responsible for preparing the financial statements in accordance with the law or the articles of association that they reviewed and discussed the opinions expressed in the report of the independent auditors, stating whether they agreed or not with such opinions and the reasons, in case of disagreement;
SECURITIES 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
..........................................................................
” (NR)
“Art. 32..............................................................
Sole paragraph. The report on the Brazilian Corporate Governance Code – Open Companies must be delivered within 7 (seven) months counted from the date of closing of the fiscal year, by the issuer that cumulatively meets the following requirements:
I – is registered in category A;
II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.” (NR)
“Art. 33..............................................................
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§ 7 The documents indicated in the caput must be presented in a searchable format or digitized with technology that allows text character recognition, with the exception of those indicated in items XXXIV and XL.” (NR)
“Art. 34..............................................................
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§ 3 The documents indicated in the caput must be presented in a searchable format or digitized with technology that allows text character recognition, with the exception of that indicated in item XXIV.” (NR)
“Art. 40..............................................................
Sole paragraph. The reference form must be filled out with sections 2, 4, 8 and 13, and with items 6.1, 6.2, 7.3 and 7.4, and delivered, until the presentation in court of the detailed report at the end of the recovery process, observed the provisions of § 3 of art. 25 of this Resolution, by the issuer that cumulatively meets the following requirements:
I – is registered in category A;
SECURITIES 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 II – has securities admitted to trading on a stock market by an entity administering an organized market; and III – has shares or depositary receipts of shares in circulation.” (NR)
“Art. 41. In addition to what is required by arts. 33 and 34 of this Resolution, the issuer in judicial recovery must send to the CVM, through an electronic system available on the CVM page on the worldwide computer network:
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” (NR)
“Art. 43. In addition to what is required by arts. 33 and 34 of this Resolution, the issuer in bankruptcy must send to the CVM through an electronic system available on the CVM page on the worldwide computer network:
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” (NR)
“Art. 66-A. The periods in calendar days provided for in this Resolution are considered extended to the next business day when ended on non-business days.” (NR)
“Art. 67. For the purposes of this Resolution:
I – the expression “securities in circulation” or “shares in circulation” means, as the case may be, all securities or shares of the issuer, with the exception of those held by the controlling shareholder, persons affiliated with him, administrators of the issuer and those held in treasury; and II – the expression “affiliated person” means a natural or legal person, fund or universality of rights, that acts representing the same interest of the person or entity to which it is affiliated.” (NR)”
Art. 2 Annex A to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
SECURITIES 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
“Art. 3 The documents referred to in arts. 1 and 2 of this annex must be presented in a searchable format or digitized with technology that allows text character recognition. Sole paragraph. The provisions of the caput do not apply to the documents indicated in the following provisions:
I – art. 1, V, VI, XIII and XV; and
II – art. 2, IX, XV and XVI.” (NR)”
Art. 3 Annex C to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the wording given by Annex A to this Resolution.
Art. 4 Annex F to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 2-A. If, after the disclosure of the transaction or set of related transactions, the limit provided for in art. 1, I, is reached again, a new disclosure must be made, in the manner provided for in this annex, except for the provisions of this article. Sole paragraph. The issuer is exempt from disclosing new communications of related transactions to a transaction already disclosed, provided that:
I – the transactions are routine and related to the normal course of business of the issuer; II – the transactions always follow the same negotiation and approval process; and III – in a previous communication, made within the same fiscal year, the issuer has indicated the routine nature of the transactions and estimated the total value of the transactions until the end of the fiscal year.” (NR)
“Art. 3..............................................................
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II - .....................................................................
SECURITIES 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
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b) transactions between direct and indirect subsidiaries of the issuer, except in cases where there is participation in the equity capital of the subsidiary by the direct or indirect controlling shareholders of the issuer, its administrators or persons affiliated with them; c) remuneration of administrators; d) credit operations and financial services provided by an institution authorized to operate by the Central Bank of Brazil, in the normal course of business of the parties involved and under conditions similar to those practiced by them with unrelated parties; and e) transactions that have been preceded by public bids or other public procedures for price determination.” (NR)”
Art. 5 Annex J to CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:
“Art. 1..............................................................
§ 1....................................................................
II - .....................................................................
b) if the issuer is in the process of carrying out a public initial offering of distribution of shares or depositary receipts of shares, the market environment that, cumulatively:
Art. 6 CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:
“Art. 10..............................................................
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SECURITIES 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 III – comment by the administrators on the financial situation of the company, in accordance with item 2 of the reference form;
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” (NR)
“Art. 11..............................................................
I – at minimum, the information indicated in items 7.3 to 7.6 of the reference form, relating to the candidates indicated by the administration or by controlling shareholders;
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” (NR)
“Art. 13..............................................................
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II – the information indicated in item 8 of the reference form.” (NR)
“Art. 27..............................................................
I – directly to the company, by postal or electronic mail, observing, if any, the guidelines contained in the convening notice; or
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” (NR)
“Art. 37..............................................................
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§ 1 The request for inclusion referred to in the caput must be received by the investor relations director, in writing and in accordance with guidelines, if any, contained in the convening notice:
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” (NR)
“Art. 56..............................................................
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§ 2 The request by shareholders must include the information required in items 2, 3 and 4 of Annex Q of this Resolution and in items 7.3 to 7.6 of the reference form.” (NR)
SECURITIES 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
Art. 7 Fields 12 and 13 of Annex I to CVM Resolution No. 81, of March 29, 2022, shall enter into force with the following wording:
“12. Document containing information about the societies directly involved that are not open companies, including:
a. Risk factors, in accordance with items 4.1 to 4.3 of the reference form b. Description of the main changes in risk factors that occurred in the previous fiscal year and expectations regarding the reduction or increase in exposure to risks as a result of the operation
c. Description of its activities, in accordance with items 1.2 to 1.5 of the reference form
d. Description of the economic group, in accordance with item 6 of the reference form e. Description of the equity capital, in accordance with item 12.1 of the reference form
13. Description of the capital and control structure after the operation, in accordance with item 6 of the reference form” (NR)
Art. 8 The following are revoked:
I – items II and III of art. 41 and the sole paragraph of art. 67 of CVM Resolution No. 80, of March 29, 2022; II – items 1.28, 1.29, 5.8, 5.9 and 6 of Annex B to CVM Resolution No. 80, of March 29, 2022; III – item XI of art. 2 and item V of art. 5 of Annex E to CVM Resolution No. 80, of March 29, 2022; IV – items 5.l and 8.e of Annex C to CVM Resolution No. 81, of March 29, 2022; and V – item 11 of Annex H to CVM Resolution No. 81, of March 29, 2022.
Art. 9 This Resolution enters into force on January 2, 2023.
SECURITIES 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
Signed electronically by
MARCELO BARBOSA
President
SECURITIES 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
ANNEX A TO CVM RESOLUTION NO. 59, OF DECEMBER 22, 2021
ANNEX C
Content of the Reference Form
ISSUERS REGISTERED IN CATEGORIES “A” AND “B”
The fields marked with “X” are optional for the issuer registered in category “B”
1 When presenting the annual reference form, the information must refer to the last closing fiscal year financial statements. When presenting the reference form due to a request for registration of distribution of securities, the information must refer to the last closing fiscal year financial statements and the last accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of a securities issuer, the information must refer to the 3 last closing fiscal year financial statements and the last accounting information disclosed by the issuer.
SECURITIES 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 a. products and services marketed X b. revenue from the segment and its participation in the issuer's net revenue X
c. profit or loss resulting from the segment and its participation in the issuer's net profit
X
1.4. Regarding the products and services that correspond to the operational segments
disclosed in item 1.3, describe:
X a. characteristics of the production process X b. characteristics of the distribution process X
c. characteristics of the markets of operation, especially: X
i. participation in each of the markets X
ii. competition conditions in the markets X
d. eventual seasonality X e. main inputs and raw materials, informing: X
enclosing of the fiscal year and the last accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of a securities issuer, the information must refer to the 3 last closing fiscal year financial statements and the last accounting information disclosed by the issuer.
SECURITIES 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
i. description of the relationships maintained with suppliers, including if
they are subject to control or government regulation, with indication of the agencies and the respective applicable legislation X
ii. eventual dependence on few suppliers X
iii. eventual volatility in their prices X
1.5. Identify if there are customers who are responsible for more than 10% of the total net revenue
of the issuer, informing 2:
X a. total amount of revenues from the customer X b. operational segments affected by revenues from the customer X
1.6. Describe the relevant effects of state regulation on the activities of the
issuer, specifically commenting on:
X a. need for government authorizations to exercise the activities and history of relationship with the public administration for obtaining such authorizations X b. main aspects related to compliance with legal and regulatory obligations linked to environmental and social issues by the issuer X
2 When presenting the annual reference form, the information must refer to the last closing fiscal year financial statements. When presenting the reference form due to a request for registration of distribution of securities, the information must refer to the last closing fiscal year financial statements and the last accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of a securities issuer, the information must refer to the 3 last closing fiscal year financial statements and the last accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
c. dependence on patents, trademarks, licenses, concessions, franchises,
relevant royalty contracts for the development of activities X d. financial contributions, with indication of their respective values, made directly or through third parties:
i. in favor of occupants or candidates for political offices
ii. in favor of political parties
iii. to fund the exercise of influence activity in decisions on
public policies, notably in the content of normative acts
1.7. Regarding the countries from which the issuer obtains relevant revenues,
identify 3:
X a. revenue from clients attributed to the country of the issuer's headquarters and its participation in the issuer's total net revenue X b. revenue from clients attributed to each foreign country and its participation in the issuer's total net revenue X
1.8. Regarding the foreign countries disclosed in item 1.7, describe relevant
impacts resulting from the regulation of these countries on the issuer's business X
3 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
1.9. Regarding environmental, social and corporate governance information
(ESG), indicate:
a. if the issuer discloses ESG information in an annual report or another document specific for this purpose b. the methodology or standard followed in the preparation of this report or document
c. if this report or document is audited or reviewed by an independent
entity, identifying this entity, if applicable d. the page on the worldwide web where the report or document can be found e. if the produced report or document considers the disclosure of a materiality matrix and key ESG performance indicators, and which are the material indicators for the issuer f. if the report or document considers the Sustainable Development Goals (SDGs) established by the United Nations Organization and which are the SDGs material to the issuer's business g. if the report or document considers the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) or recommendations of financial disclosures from other entities recognized and related to climate issues h. if the issuer performs greenhouse gas emission inventories, indicating, if applicable, the scope of the inventoried emissions and the page on the
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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 worldwide web where additional information can be found
i. issuer's explanation of the following conduct, if applicable:
i. non-disclosure of ESG information
ii. non-adoption of materiality matrix
iii. non-adoption of key ESG performance indicators
iv. non-performance of audit or review on the disclosed ESG information
v. non-consideration of SDGs or non-adoption of recommendations
related to climate issues, emanating from TCFD or other recognized entities, in the disclosed ESG information
vi. non-performance of greenhouse gas emission inventories
1.10. Indicate, if the issuer is a mixed-economy company:
a. public interest that justified its creation b. issuer's operation in compliance with public policies, including goals of universalization, indicating:
i. the government programs executed in the previous social year
anterior, those defined for the current social year, and those expected
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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 for the next social years, criteria adopted by the issuer to classify this operation as being developed to meet the public interest indicated in letter “a”
ii. regarding the public policies referred to above, investments
made, costs incurred and the origin of the resources involved – generation of own cash flow, transfer of public funds and financing, including the sources of raising and conditions
iii. estimate of the impacts of the public policies referred to above on
the financial performance of the issuer or declaration that no analysis of the financial impact of the public policies referred to above was carried out
c. price formation process and rules applicable to the fixing of tariffs
1.11. Indicate the acquisition or alienation of any relevant asset that does not
fall under normal operations in the issuer's business 4
1.12. Indicate merger, spin-off, incorporation, share incorporation operations,
capital increase or reduction involving the issuer and the documents in which more detailed information can be found 5 .
4 When presenting the annual reference form, the information must refer to the last social year.
When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 5 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
1.13. Indicate the celebration, extinction or modification of shareholders' agreements and the
documents in which more detailed information can be found 6 .
1.14. Indicate significant changes in the way the issuer's business is conducted 7
1.15. Identify the relevant contracts celebrated by the issuer and its controlled
companies not directly related to its operational activities 8
1.16. Provide other information that the issuer deems relevant
2. Directors' comments
registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 6 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 7 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 last social years and the current social year. 8 When presenting the annual reference form, the information must refer to the last social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
2.1. The directors must comment on 9-10:
a. general financial and asset conditions b. capital structure
c. payment capacity regarding financial commitments
assumed d. sources of financing for working capital and for investments in non-current assets used e. sources of financing for working capital and for investments in non-current assets that it intends to use to cover liquidity deficiencies f. levels of indebtedness and the characteristics of such debts, describing also:
i. relevant loan and financing contracts
9 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer. 10 Whenever possible, the directors must also comment in this field on the main known trends, uncertainties, commitments or events that may have a relevant effect on the financial and asset conditions of the issuer, and especially, on its result, its revenue, its profitability, and on the conditions and availability of sources of financing.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
ii. other long-term relationships with financial institutions
iii. degree of subordination between debts
iv. eventual restrictions imposed on the issuer, especially, regarding
debt limits and contracting of new debts, to distribution of dividends, to alienation of assets, to issuance of new securities and to alienation of corporate control, as well as if the issuer has been complying with these restrictions g. limits of contracted financings and percentages already used h. significant changes in items of the income statement and cash flow statement
2.2. The directors must comment 11-12:
a. results of the issuer's operations, especially:
i. description of any important components of revenue
11 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer. 12 Whenever possible, the directors must also comment in this field on the main known trends, uncertainties, commitments or events that may have a relevant effect on the financial and asset conditions of the issuer, and especially, on its result, its revenue, its profitability, and on the conditions and availability of sources of financing.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
ii. factors that materially affected operational results
b. relevant variations in revenues attributable to the introduction of new products and services, changes in volumes and modifications in prices, exchange rates and inflation
c. relevant impacts of inflation, variation in prices of main
inputs and products, exchange rate and interest rate on operational result and on the issuer's financial result
2.3. The directors must comment:
a. changes in accounting practices that have resulted in effects significant on the information provided in fields 2.1 and 2.2 b. modified opinions and emphases present in the auditor's report
2.4. The directors must comment on the relevant effects that the events below
have caused or are expected to cause on the issuer's financial statements and its results:
a. introduction or alienation of an operational segment b. constitution, acquisition or alienation of equity participation
c. unusual events or operations
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
2.5. If the issuer has disclosed, during the last social year, or
desires to disclose in this form non-accounting measurements, such as EBITDA (earnings before interest, taxes, depreciation and amortization) or EBIT (earnings before interest and income tax), the issuer must:
X a. inform the value of non-accounting measurements X b. make the reconciliations between the disclosed values and the values of the audited financial statements X
c. explain the reason why it understands that such measurement is more appropriate for
the correct understanding of its financial condition and the result of its operations X
2.6. Identify and comment on any event subsequent to the latest
financial statements closing the social year that substantially alters them 13 X
2.7. The directors must comment on the destination of social results, indicating 14:
a. rules on profit retention
13 When presenting the reference form due to the request for registration of public distribution of securities mobiliaries, the information must refer to subsequent events to the latest accounting information disclosed by the issuer. 14 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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 b. rules on distribution of dividends
c. periodicity of dividend distributions
d. eventual restrictions on the distribution of dividends imposed by legislation or special regulation applicable to the issuer, as well as contracts, judicial, administrative or arbitral decisions e. if the issuer has a formally approved result destination policy, inform the body responsible for approval, date of approval and, if the issuer discloses the policy, locations on the worldwide web where the document can be consulted
2.8. The directors must describe the relevant items not evidenced in the
issuer's financial statements, indicating 15:
a. the assets and liabilities held by the issuer, directly or indirectly, that do not appear in its balance sheet (off-balance sheet items), such as:
i. portfolios of receivables written off over which the entity has not
retained nor transferred substantially the risks and benefits of ownership of the transferred asset, indicating respective liabilities
ii. contracts for future purchase and sale of products or services
15 When presenting the annual reference form, the information must refer to the latest financial statements closing the social year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements of closing the social year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of issuer of securities, the information must refer to the 3 latest financial statements closing the social year and the latest accounting information disclosed by the issuer.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
iii. unfinished construction contracts
iv. contracts for future receipts of financings
b. other items not evidenced in the financial statements
2.9. Regarding each of the items not evidenced in the financial
statements indicated in item 2.8, the directors must comment:
a. how such items alter or may come to alter revenues, expenses, the operational result, financial expenses or other items of the issuer's financial statements b. nature and purpose of the operation
c. nature and amount of obligations assumed and rights generated in
favor of the issuer as a result of the operation
2.10. The directors must indicate and comment on the main elements of the issuer's
business plan, exploring specifically the following topics:
a. investments, including:
i. quantitative and qualitative description of investments in
progress and of investments planned
ii. sources of financing for investments
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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
iii. relevant divestments in progress and divestments
planned b. since already disclosed, indicate the acquisition of plants, equipment, patents or other assets that should materially influence the issuer's productive capacity
c. new products and services, indicating:
i. description of ongoing research already disclosed
ii. total amounts spent by the issuer in research for
development of new products or services
iii. projects in development already disclosed
iv. total amounts spent by the issuer in the development of new
products or services d. opportunities inserted in the issuer's business plan related to ESG issues
2.11. Comment on other factors that have influenced in a relevant way the
operational performance and that have not been identified or commented on in the other items of this section
3. Projections 16
16 The disclosure of projections and estimates is optional. If the issuer has disclosed projections and estimates, they must be included in this section.
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
3.1. Projections must identify:
a. the object of the projection b. the projected period and the validity period of the projection
c. the assumptions of the projection, indicating which may be influenced by the issuer's management and which are beyond its control
d. the values of the indicators that are the subject of the forecast 17
3.2. In the event that the issuer has disclosed, during the last 3 fiscal years, projections regarding the evolution of its indicators:
a. inform which are being replaced by new projections included in the form and which of them are being repeated in the form b. regarding projections relating to periods already elapsed, compare the projected data with the actual performance of the indicators, clearly indicating the reasons that led to deviations in the projections
c. regarding projections relating to periods still in progress, inform whether the projections remain valid on the date of submission of the form and, where applicable, explain why they were abandoned or replaced
17 When presenting the annual reference form, the information must refer to the last fiscal year. When presenting the reference form due to a request for registration of distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. When presenting the reference form due to a request for registration of an issuer of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
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
18 The list presented has a minimum and non-exhaustive character. When the issuer does not have relevant risk factors associated with any item on the list, this circumstance must be expressly mentioned. Additionally, the relevance of risk factors must consider both the financial perspective, which emphasizes the potential impact on the value of the issuer, and the perspective of external impacts caused by the issuer, not only on investors, but also on third parties such as citizens, consumers, employees, communities, etc. 19 The description of risk factors must be prepared for the benefit of understanding by investors, with the issuer abstaining from formulating generic statements regarding investment risks and limiting its liability or that of any persons acting on its behalf.
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
h. regulation of the sectors in which the issuer operates
i. foreign countries where the issuer operates
j. social issues k. environmental issues
l. climate issues, including physical and transition risks
m. other issues not covered in the previous items
4.2. Indicate the 5 (five) main risk factors, among those enumerated in item 4.1, regardless of the category in which they are included
4.3. Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed, including with regard to exchange rate and interest rate risks.
4.4. Describe the judicial, administrative, or arbitral proceedings in which the issuer or its subsidiaries are parties, discriminating between labor, tax, civil, environmental, and others: (i) that are not under confidentiality, and (ii) that are relevant to the business of the issuer or its subsidiaries, indicating:
a. court b. instance
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
c. date of initiation
d. parties to the process 20 e. values, assets, or rights involved f. main facts g. summary of merit decisions rendered h. stage of the process
i. if the chance of loss is:
i. probable
ii. possible
iii. remote
j. reason why the process is considered relevant k. analysis of the impact in case of loss of the process
20 Regarding judicial processes subject to the review of the Labor Court, only the initials of the names of the parties must be indicated.
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
4.5. Indicate the total provisioned value, if any, of the processes described in item 4.4
4.6. Regarding relevant confidential processes in which the issuer or its subsidiaries are parties and that have not been disclosed in item 4.4, analyze the impact in case of loss and inform the values involved
4.7. Describe other relevant contingencies not covered by the previous items
5. Risk Management Policy and Internal Controls
5.1. Regarding the risks indicated in items 4.1 and 4.3, inform:
a. whether the issuer has a formalized risk management policy, highlighting, in the affirmative, the body that approved it and the date of its approval, and, in the negative, the reasons why the issuer did not adopt a policy b. the objectives and strategies of the risk management policy, when applicable, including:
i. the risks for which protection is sought
ii. the instruments used for protection
iii. the organizational structure of risk management 21
c. the adequacy of the operational structure and internal controls to verify the effectiveness of the adopted policy
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
5.2. Regarding the controls adopted by the issuer to ensure the preparation of reliable financial statements, indicate:
a. the main internal control practices and the degree of efficiency of such controls, indicating any imperfections and the measures taken to correct them b. the organizational structures involved
c. whether and how the efficiency of internal controls is supervised by the issuer's management, indicating the positions of the persons responsible for such monitoring
d. deficiencies and recommendations regarding internal controls present in the detailed report, prepared and sent to the issuer by the independent auditor, in accordance with the regulations issued by the CVM regarding the registration and exercise of the independent audit activity e. comments by directors regarding the deficiencies pointed out in the detailed report prepared by the independent auditor and regarding the corrective measures adopted
21 The description must include (a) the indication of administrative bodies, committees, or other similar structures; (b) discrimination of the specific responsibilities of each of these bodies, committees, or similar structures, and their members, in risk management; and (c) the hierarchical structure of such bodies, committees, or similar structures.
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
5.3. Regarding the internal integrity mechanisms and procedures adopted by the issuer to prevent, detect, and remedy deviations, fraud, irregularities, and illicit acts practiced against public administration, national or foreign, inform:
a. whether the issuer has rules, policies, procedures, or practices aimed at the prevention, detection, and remediation of deviations, fraud, irregularities, and illicit acts practiced against public administration, identifying, in the affirmative:
i. the main integrity mechanisms and procedures adopted and their adequacy to the profile and risks identified by the issuer, informing how frequently the risks are reassessed and the policies, procedures, and practices are adapted
ii. the organizational structures involved in monitoring the functioning and efficiency of the internal integrity mechanisms and procedures, indicating their attributes, whether their creation was formally approved, issuer bodies to which they report, and the mechanisms to guarantee the independence of their leaders, if existing
iii. whether the issuer has a formally approved code of ethics or conduct, indicating:
- whether it applies to all directors, fiscal council members, board of directors members, and employees and also covers third parties, such as suppliers, service providers, intermediary agents, and associates
- the sanctions applicable in the event of violation of the code or other norms regarding the subject, identifying the document where these sanctions are provided for
- body that approved the code, date of approval, and, if the issuer discloses the code of conduct, locations on the worldwide computer network where the document can be consulted
b. whether the issuer has a whistleblowing channel, indicating, in the affirmative:
i. whether the whistleblowing channel is internal or managed by third parties
ii. whether the channel is open to receive reports from third parties or receives reports only from employees
iii. whether there are mechanisms for anonymity and protection of good-faith whistleblowers
iv. issuer body responsible for investigating reports
c. number of confirmed cases in the last 3 (three) fiscal years of deviations, fraud, irregularities, and illicit acts practiced against public administration and corrective measures adopted 22
d. if the issuer does not have rules, policies, procedures, or practices aimed at the prevention, detection, and remediation of deviations, fraud, irregularities, and illicit acts practiced against public administration,
22 The indication by the issuer of the cases is independent of an administrative or judicial decision on the facts detected.
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
identify the reasons why the issuer did not adopt controls in this sense
5.4. Inform whether, regarding the last fiscal year, there were significant changes in the main risks to which the issuer is exposed or in the risk management policy adopted, commenting, furthermore, on any expectations of reduction or increase in the issuer's exposure to such risks
5.5. Provide other information that the issuer deems relevant
6. Control and Economic Group
6.1. Identify the controlling shareholder or group of controlling shareholders, indicating regarding each of them 23:
a. name b. nationality
c. CPF/CNPJ (Individual Taxpayer Registry/National Registry of Legal Entities)
d. quantity of shares held, by class and species e. percentage held regarding the respective class or species f. percentage held regarding the total share capital
23 Whenever this item is updated, item 6.3 “d” must also be updated.
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
g. if it participates in a shareholders' agreement h. if the shareholder is a legal entity, a list containing the information referred to in sub-items “a” to “d” regarding its direct and indirect controllers, up to the controllers that are natural persons, even if such information is treated as confidential due to a legal transaction or by the legislation of the country in which the partner or controller is constituted or domiciled
i. if the shareholder is resident or domiciled abroad, the name or corporate name and the registration number in the Individual Taxpayer Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country
j. date of the last change
6.2. In the form of a table, a list containing the information below regarding shareholders, or groups of shareholders acting in concert or representing the same interest, with participation equal to or greater than 5% of the same class or species of shares and that are not listed in item 6.1 24:
a. name b. nationality
c. CPF/CNPJ
24 Whenever this item is updated, item 6.3 “d” must also be updated.
d. quantity of shares held, by class and species e. percentage held regarding the respective class or species and regarding the total share capital f. if it participates in a shareholders' agreement g. if the shareholder is resident or domiciled abroad, the name or corporate name and the registration number in the Individual Taxpayer Registry or the National Registry of Legal Entities of its attorney or legal representative in the Country h. date of the last change
6.3. In the form of a table, describe the distribution of capital, as determined in the last shareholders' general meeting:
a. number of natural person shareholders b. number of legal entity shareholders 25
c. number of institutional investors
d. number of shares in circulation, by class and species
25 Excluding the legal entity shareholder that is an institutional investor.
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
6.4. Indicate the companies in which the issuer has participation and that are relevant for the development of its activities, informing:
a. corporate name b. CNPJ
c. issuer's participation
6.5. Insert an organizational chart of the issuer's shareholders and the economic group in which it is included, indicating:
a. all direct and indirect controllers and, if the issuer wishes, shareholders with participation equal to or greater than 5% of a class or species of shares b. main subsidiaries and affiliates of the issuer
c. issuer's participations in group companies
d. group companies' participations in the issuer e. main companies under common control
6.6. Provide other information that the issuer deems relevant
7. General Meeting and Administration
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
7.1. Describe the main characteristics of the issuer's administrative bodies and fiscal council, identifying:
a. main characteristics of nomination and filling of positions policies, if any, and, if the issuer discloses it, locations on the worldwide computer network where the document can be consulted b. whether there are performance evaluation mechanisms, informing, in the affirmative:
i. the periodicity of the evaluations and their scope
ii. methodology adopted and the main criteria used in the evaluations
iii. whether external consulting or advisory services were contracted
c. rules for identification and management of conflicts of interest
d. by body:
i. total number of members, grouped by self-declared gender identity
ii. total number of members, grouped by self-declared color or race identity
iii. total number of members grouped by other diversity attributes that the issuer deems relevant
e. if any, specific objectives that the issuer has regarding gender, color, or race diversity or other attributes among the members of its administrative bodies and its fiscal council f. role of the administrative bodies in the evaluation, management, and supervision of risks and opportunities related to climate
7.2. Regarding specifically the board of directors, indicate:
a. bodies and permanent committees that report to the board of directors b. how the board of directors evaluates the work of the independent auditor, indicating whether the issuer has a policy for hiring extra-audit services with the independent auditor and, if the issuer discloses the policy, locations on the worldwide computer network where the document can be consulted
c. if any, channels established for critical issues related to ESG topics and compliance practices to reach the knowledge of the board of directors
7.3. Regarding each of the administrators and members of the issuer's fiscal council, indicate, in the form of a table:
a. name b. date of birth
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
c. profession
d. CPF or passport number e. elected office held f. date of election g. date of taking office h. term of office
i. if elected by the controller or not
j. if it is an independent member and, if positive, what criterion was used by the issuer to determine independence j. if it is an independent member, in accordance with the specific regulation applicable to the matter
- Item j with wording given by CVM Resolution No. 168, of September 20, 2022.
k. if the administrator or fiscal council member has been serving consecutive mandates, date of start of the first of such mandates
l. main professional experiences during the last 5 years, highlighting, if applicable, positions and functions held in (i) in the issuer and in companies of its economic group; and (ii) companies controlled by a shareholder of the issuer that holds participation, direct or indirect, equal to or greater than 5% of the same class or species of securities of the issuer.
m. description of any of the following events that have occurred during the last 5 years:
i. criminal conviction
ii. conviction in an administrative process of the CVM, the Central Bank of Brazil, or the Private Insurance Superintendence, and the penalties applied
iii. final judicial conviction or subject to final administrative decision, that suspended or disqualified it from practicing any professional or commercial activity
7.4. Provide the information mentioned in item 7.3 regarding the members of statutory committees, as well as audit, risk, financial, and remuneration committees, even if such committees or structures are not statutory 26
7.5. Inform the existence of marital relationship, stable union, or kinship up to the second degree between:
a. administrators of the issuer b. (i) administrators of the issuer and (ii) administrators of direct or indirect subsidiaries of the issuer
c. (i) administrators of the issuer or its direct or indirect subsidiaries and (ii) direct or indirect controllers of the issuer
d. (i) administrators of the issuer and (ii) administrators of the direct and indirect holding companies of the issuer
26 The information provided in this item must cover audit, risk, financial, and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administrative or management bodies as consultants or auditors.
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
7.6. Inform about subordination, service provision, or control relationships maintained, in the last 3 fiscal years, between administrators of the issuer and:
a. company controlled, directly or indirectly, by the issuer, with the exception of those in which the issuer holds, directly or indirectly, participation equal to or greater than 99% (ninety-nine percent) of the share capital b. direct or indirect controller of the issuer
c. if relevant, supplier, customer, debtor, or creditor of the issuer, of its holding or subsidiaries or subsidiaries of any of these persons
7.7. Describe the provisions of any agreements, including insurance policies, that provide for the payment or reimbursement of expenses borne by administrators, resulting from the repair of damages caused to third parties or to the issuer, of penalties imposed by state agents, or of agreements with the objective of closing administrative or judicial processes, due to the exercise of their functions
7.8. Provide other information that the issuer deems relevant
8. Remuneration of Administrators
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
8.1. Describe the remuneration policy or practice of the board of directors, statutory and non-statutory management, the fiscal council, statutory committees, and audit, risk, financial, and remuneration committees, addressing the following aspects 27:
X a. objectives of the remuneration policy or practice, informing whether the remuneration policy was formally approved, the body responsible for its approval, the date of approval, and, if the issuer discloses the policy, locations on the worldwide web where the document can be consulted
X b. practices and procedures adopted by the board of directors to define the individual remuneration of the board of directors and management, indicating:
X
i. the issuer's bodies and committees that participate in the decision-making process, identifying how they participate
X
ii. criteria and methodology used to set individual remuneration, indicating whether studies are used to verify market practices, and, if so, the comparison criteria and scope of these studies
X
iii. how frequently and in what manner the board of directors evaluates the adequacy of the issuer's remuneration policy
X
c. composition of remuneration, indicating: X
27 Information on the remuneration policy must cover audit, risk, financial, and remuneration committees, as well as similar organizational structures, even if such committees or structures are not statutory, provided that such committees or structures participate in the decision-making process of the issuer's administration or management bodies as consultants or auditors.
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
i. description of the various elements that make up remuneration, including, for each of them:
X
X
X
their calculation and adjustment methodology X
main performance indicators taken into consideration, including, if applicable, indicators linked to ESG issues
X
ii. reasons justifying the composition of remuneration X
X
iii. the existence of non-remunerated members by the issuer and the reason for this fact
X d. existence of remuneration supported by subsidiaries, controlled entities, or direct or indirect controllers
X e. existence of any remuneration or benefit linked to the occurrence of a specific corporate event, such as the alienation of corporate control of the issuer
X
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
8.2. Regarding the remuneration recognized in the results of the last 3 fiscal years and that forecast for the current fiscal year of the board of directors, statutory management, and the fiscal council, prepare a table with the following content 28:
a. body
b. total number of members
c. number of remunerated members
d. remuneration segregated into:
i. annual fixed remuneration, segregated into:
salary or management fee
direct and indirect benefits
remuneration for participation in committees
others
ii. variable remuneration, segregated into:
28 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
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
bonus
profit sharing
remuneration for participation in meetings
commissions
others
iii. post-employment benefits
iv. benefits motivated by the cessation of the exercise of office
v. share-based remuneration, including options 29
e. value, per body, of the remuneration of the board of directors, statutory management 30, and the fiscal council
f. total remuneration of the board of directors, statutory management, and the fiscal council 31
29 This field must be filled in according to the definition of share-based remuneration, paid in shares or cash, as per accounting standards dealing with the subject.
30 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
31 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
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
8.3. Regarding the variable remuneration of the last 3 fiscal years and that forecast for the current fiscal year of the board of directors, statutory management, and the fiscal council, prepare a table with the following content 32:
X a. body X
b. total number of members X
c. number of remunerated members X
d. regarding the bonus: X
i. minimum value forecast in the remuneration plan X
ii. maximum value forecast in the remuneration plan X
iii. value forecast in the remuneration plan, if the established targets were met
X
iv. value effectively recognized in the results of the last 3 fiscal years
X e. regarding profit sharing: X
i. minimum value forecast in the remuneration plan X
32 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
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
ii. maximum value forecast in the remuneration plan X
iii. value forecast in the remuneration plan, if the established targets were met
X
iv. value effectively recognized in the results of the last 3 fiscal years
X
8.4. Regarding the share-based remuneration plan of the board of directors and statutory management, in force in the last fiscal year and forecast for the current fiscal year, describe:
X a. general terms and conditions X
b. date of approval and responsible body X
c. maximum number of shares covered X
d. maximum number of options to be granted X
e. conditions for acquiring shares X
f. criteria for setting the acquisition or exercise price X
g. criteria for setting the acquisition or exercise period X
h. settlement method X
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
i. restrictions on the transfer of shares X
j. criteria and events that, when verified, will cause the suspension, alteration, or extinction of the plan
X k. effects of the administrator's departure from the issuer's bodies on their rights provided for in the share-based remuneration plan
X
8.5. Regarding share-based remuneration in the form of stock options recognized in the results of the last 3 fiscal years and that forecast for the current fiscal year, of the board of directors and statutory management, prepare a table with the following content 33:
X a. body X
b. total number of members X
c. number of remunerated members X
d. weighted average exercise price of each of the following groups of options:
X
i. outstanding at the beginning of the fiscal year X
ii. forfeited and expired during the fiscal year X
33 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
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
iii. exercised during the fiscal year X
e. potential dilution in case of exercise of all outstanding options X
8.6. Regarding each grant of stock options made in the last 3 fiscal years and forecast for the current fiscal year, of the board of directors and statutory management, prepare a table with the following content:
X a. body
b. total number of members
c. number of remunerated members
d. grant date X
e. quantity of options granted X
f. period for options to become exercisable X
g. maximum period for exercise of options X
h. restriction period on the transfer of shares received as a result of the exercise of options
X
i. fair value of options on the grant date X
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
j. multiplication of the quantity of shares granted by the fair value of the options on the grant date
X
8.7. Regarding the outstanding options of the board of directors and statutory management at the end of the last fiscal year, prepare a table with the following content 34:
X a. body X
b. total number of members X
c. number of remunerated members X
d. regarding options not yet exercisable X
i. quantity X
ii. date on which they will become exercisable X
iii. maximum period for exercise of options X
iv. restriction period on the transfer of shares X
v. weighted average exercise price X
34 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
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
vi. fair value of options on the last day of the fiscal year X
e. regarding exercisable options X
i. quantity X
ii. maximum period for exercise of options X
iii. restriction period on the transfer of shares X
iv. weighted average exercise price X
v. fair value of options on the last day of the fiscal year X
f. fair value of the total of options on the last day of the fiscal year X
8.8. Regarding the exercised options related to share-based remuneration of the board of directors and statutory management, in the last 3 fiscal years, prepare a table with the following content:
X a. body X
b. total number of members X
c. number of remunerated members X
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
d. number of shares X
e. weighted average exercise price X
f. weighted average market price of the shares related to the exercised options
X g. multiplication of the total of exercised options by the difference between the weighted average exercise price and the weighted average market price of the shares related to the exercised options
X
8.9. Regarding share-based remuneration, in the form of shares to be delivered directly to beneficiaries, recognized in the results of the last 3 fiscal years and that forecast for the current fiscal year, of the board of directors and statutory management, prepare a table with the following content 35:
X a. body X
b. total number of members X
c. number of remunerated members X
d. potential dilution in case of grant of all shares to beneficiaries X
35 To avoid duplication, the amounts computed as remuneration of board of directors members must be deducted from the remuneration of directors who are also part of that body.
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
8.10. Regarding each grant of shares made in the last 3 fiscal years and forecast for the current fiscal year, of the board of directors and statutory management, prepare a table with the following content:
X a. body X
b. total number of members X
c. number of remunerated members X
d. grant date X
e. quantity of shares granted X
f. maximum period for delivery of shares X
g. restriction period on the transfer of shares X
h. fair value of shares on the grant date X
i. multiplication of the quantity of shares granted by the fair value of the shares on the grant date
X
8.11. Regarding the shares delivered related to share-based remuneration of the board of directors and statutory management, in the last 3 fiscal years, prepare a table with the following content:
X
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
a. body X
b. total number of members X
c. number of remunerated members X
d. number of shares X
e. weighted average acquisition price X
f. weighted average market price of the acquired shares X
g. multiplication of the total of acquired shares by the difference between the weighted average acquisition price and the weighted average market price of the acquired shares
X
8.12. Summary description of the information necessary to understand the data disclosed in items 8.5 to 8.11, such as the explanation of the pricing method for the value of shares and options, indicating, at a minimum:
X a. pricing model X
b. data and assumptions used in the pricing model, including the weighted average price of shares, exercise price, expected volatility, option life, expected dividends, and the risk-free interest rate
X
c. method used and assumptions assumed to incorporate the expected effects of early exercise
X d. method of determining expected volatility X
e. if any other characteristic of the option was incorporated in the measurement of its fair value
X
8.13. Inform the quantity of shares, quotas, and other securities convertible into shares or quotas, issued, in Brazil or abroad, by the issuer, its direct or indirect controllers, controlled companies, or companies under common control, that are held by members of the board of directors, statutory management, or the fiscal council, grouped by body 36
X
8.14. Regarding pension plans in force granted to members of the board of directors and statutory directors, provide the following information in table form:
X a. body X
b. total number of members X
c. number of remunerated members X
d. name of the plan X
e. quantity of administrators who meet the conditions to retire X
36 To avoid duplication, when the same person is a member of the board of directors and management, the securities held by them must be disclosed exclusively in the amount of securities held by board of directors members.
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
f. conditions for early retirement X
g. updated value of accumulated contributions in the pension plan until the end of the last fiscal year, discounted the portion related to contributions made directly by administrators
X h. total accumulated value of contributions made during the last fiscal year, discounted the portion related to contributions made directly by administrators
X
i. if there is the possibility of early redemption and what the conditions are X
8.15. In table form, indicate, for the last 3 fiscal years, regarding the board of directors, statutory management, and the fiscal council 37:
X a. body X
b. total number of members X
c. number of remunerated members X
d. value of the highest individual remuneration X
e. value of the lowest individual remuneration X
37 To verify the values to be inserted in this item, use the criteria established in item 8.2.
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
f. average individual remuneration value (total remuneration divided by the number of remunerated members)
X
8.16. Describe contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators in case of dismissal from office or retirement, indicating what the financial consequences are for the issuer
X
8.17. Regarding the last 3 fiscal years and the forecast for the current fiscal year, indicate the percentage of the total remuneration of each body recognized in the issuer's results referring to members of the board of directors, statutory management, or the fiscal council who are related parties to the controllers, direct or indirect, as defined by the accounting rules dealing with this subject
8.18. Regarding the last 3 fiscal years and the forecast for the current fiscal year, indicate the values recognized in the issuer's results as remuneration of members of the board of directors, statutory management, or the fiscal council, grouped by body, for any reason other than the function they hold, such as commissions and consulting or advisory services provided
X
8.19. Regarding the last 3 fiscal years and the forecast for the current fiscal year, indicate the values recognized in the results of direct or indirect controllers, companies under common control, and subsidiaries of the issuer, as remuneration of members of the board of directors, statutory management, or the fiscal council of the issuer, grouped by body, specifying under what title such values were attributed to such individuals
8.20. Provide other information that the issuer deems relevant
COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000
9.1. Regarding independent auditors, indicate 38:
a. name
b. CPF/CNPJ
c. dates of hiring and start of service provision, as well as the description of services provided
d. eventual replacement of the auditor, informing:
i. justification for the replacement
ii. any reasons presented by the auditor disagreeing with the issuer's justification for their replacement, as per specific CVM regulation regarding the matter
9.2. Inform the total amount of remuneration of independent auditors in the last fiscal year, discriminating the fees related to audit services and those related to any other services provided
38 When presenting the annual reference form, the information must refer to the last fiscal year. When presenting the reference form due to the request for registration of distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. When presenting the reference form due to the request for registration of a securities issuer, the information must refer to the last 3 fiscal years and the current fiscal year.
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
9.3. Provide other information that the issuer deems relevant
10.1. Describe the issuer's human resources, providing the following information 39:
X a. number of employees, total and by groups, based on the activity performed, geographic location, and diversity indicators, which, within each hierarchical level of the issuer, encompass 40:
X
i. self-declared gender identity
ii. self-declared color or race identity
iii. age range
iv. other diversity indicators that the issuer considers relevant
b. number of outsourced workers (total and by groups, based on the activity performed and geographic location)
X
39 When presenting the annual Reference Form, the information must refer to the last fiscal year. When presenting the Reference Form due to a request for registration of the distribution of securities, the information must refer to the latest financial statements closing the fiscal year and the latest accounting information disclosed by the issuer. When presenting the Reference Form due to a request for registration of an issuer of securities, the information must refer to the last 3 fiscal years and the current fiscal year.
40 The grouping of employees by diversity indicators must consider the hierarchical levels of these employees, according to the segmentation that the issuer deems most appropriate to portray its internal organization.
SECURITIES 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
c. turnover rate X
10.2. Comment on any relevant changes regarding the numbers disclosed in item 10.1 above
X
10.3. Describe the compensation policies and practices of the issuer's employees, informing:
X a. salary and variable compensation policy X b. benefits policy X
c. characteristics of stock-based compensation plans for non-executive employees, identifying:
X
i. beneficiary groups X
ii. exercise conditions X
iii. exercise prices X
iv. exercise periods X
v. number of shares committed by the plan X
d. ratio between (i) the highest individual compensation (considering the composition of compensation with all items described in field 8.2.d) recognized in the issuer's result in the last fiscal year, including the compensation of statutory administrators, if applicable; and (ii) the median of individual compensation of the issuer's employees in Brazil, disregarding the highest individual compensation, as recognized in its result in the last fiscal year
SECURITIES 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
10.4. Describe the relationships between the issuer and unions, indicating whether there were stoppages and strikes in the last 3 fiscal years
X
10.5. Provide other information that the issuer deems relevant
11. Transactions with related parties
11.1. Describe the issuer's rules, policies, and practices regarding the conduct of transactions with related parties, as defined by the accounting rules dealing with this subject, indicating, if there is a formal policy adopted by the issuer, the body responsible for its approval, date of approval, and, if the issuer discloses the policy, locations on the worldwide web where the document can be consulted
X
11.2. Except for operations that fall under the hypotheses of art. 3, II, “a”, “b” and “c”, of Annex F, inform, regarding transactions with related parties that, according to accounting standards, must be disclosed in the issuer's individual or consolidated financial statements and that were celebrated in the last fiscal year or are in force in the current fiscal year:
a. name of the related parties b. relationship of the parties with the issuer
SECURITIES 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
c. date of the transaction
d. object of the contract e. whether the issuer is a creditor or debtor f. amount involved in the business g. existing balance h. amount corresponding to the interest of such related party in the business, if it is possible to ascertain
i. related guarantees and insurance
j. duration k. conditions for rescission or extinction
l. nature and reasons for the operation
m. interest rate charged, if applicable n. measures taken to address conflicts of interest
SECURITIES 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 o. demonstration of the strictly commutative nature of the agreed conditions or the payment of adequate compensation
11.3. Provide other information that the issuer deems relevant
12. Social capital and securities
12.1. Prepare a table containing the following information about social capital:
a. issued capital, separated by class and species b. subscribed capital, separated by class and species
c. paid-in capital, separated by class and species
d. deadline for payment of capital not yet paid, separated by class and species e. authorized capital, informing the remaining limit for new issuances, in number of shares or value of capital f. titles convertible into shares and conditions for conversion
12.2. Foreign issuers must describe the rights of each class and species of share issued and the rules of their country of origin and the country in which the shares are custodied regarding:
X
SECURITIES 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 a. right to dividends X b. voting right X
c. convertibility into another class or species of share, indicating: X
i. conditions X
ii. effects on social capital X
d. rights in the reimbursement of capital X e. right to participate in a public offer for the alienation of control X f. restrictions on circulation X g. conditions for changing the rights guaranteed by such securities X h. possibility of share redemption, indicating: X
i. redemption hypotheses X
ii. formula for calculating the redemption value X
SECURITIES 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
i. hypotheses for cancellation of registration, as well as the rights of holders of securities in this situation
X j. hypotheses in which holders of securities will have the right of preference in the subscription of shares, securities backed by shares or securities convertible into shares, as well as the respective conditions for exercising this right, or the hypotheses in which this right is not guaranteed, if applicable X k. other relevant characteristics X
12.3. Describe other securities issued in Brazil that are not shares and have not matured or been redeemed, indicating:
a. identification of the security b. quantity
c. global nominal value
d. date of issuance e. outstanding debtor balance on the date of closing of the last fiscal year f. restrictions on circulation
SECURITIES 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 g. convertibility into shares or conferment of the right to subscribe to or buy shares of the issuer, informing:
i. conditions
ii. effects on social capital
h. possibility of redemption, indicating:
i. redemption hypotheses
ii. formula for calculating the redemption value
i. when the securities are debt, indicate, when applicable:
i. maturity, including conditions for early maturity
ii. interest
iii. guarantee and, if real, description of the asset object
iv. in the absence of guarantee, whether the credit is unsecured or subordinated
v. eventual restrictions imposed on the issuer regarding:
SECURITIES 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
SECURITIES 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 b. market
c. entity administering the market in which the securities are admitted to trading
d. date of admission to trading e. if applicable, indicate the trading segment f. date of start of listing in the trading segment g. percentage of trading volume abroad relative to the total trading volume of each class and species in the last fiscal year h. if applicable, proportion of depositary certificates abroad relative to each class and species of shares
i. if applicable, depositary bank
j. if applicable, custodian institution
12.7. Describe titles issued abroad, when relevant, indicating, if applicable:
a. identification of the title, indicating the jurisdiction b. quantity
SECURITIES 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
c. global nominal value
d. date of issuance e. outstanding debtor balance on the date of closing of the last fiscal year f. restrictions on circulation g. convertibility into shares or conferment of the right to subscribe to or buy shares of the issuer, informing:
i. conditions
ii. effects on social capital
h. possibility of redemption, indicating:
i. redemption hypotheses
ii. formula for calculating the redemption value
i. when the titles are debt, indicate:
i. maturity, including conditions for early maturity
SECURITIES 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
ii. interest
iii. guarantee and, if real, description of the asset object
iv. in the absence of guarantee, whether the credit is unsecured or subordinated
v. eventual restrictions imposed on the issuer regarding:
SECURITIES 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 a. how the resources resulting from the offer were used X b. if there were relevant deviations between the effective application of resources and the proposed applications disclosed in the prospectuses of the respective distribution X
c. if there were deviations, the reasons for such deviations X
12.9. Provide other information that the issuer deems relevant
13. Identification of persons responsible for the content of the form
13.1. Individual declarations by the President and the Investor Relations Director duly signed, attesting that:
a. they reviewed the Reference Form b. all information contained in the form complies with the provisions of CVM Resolution No. 80, especially arts. 15 to 20
c. the information contained therein portrays in a true, precise, and complete manner the activities of the issuer and the risks inherent to its activities
13.2. Individual declaration by a new occupant of the position of President or Investor Relations Director duly signed, attesting that: 41
41 This declaration must be presented if the Reference Form is updated due to art. 25, §§ 3 and 4, of CVM Resolution No. 80 of 2022, after the inauguration of a new President or a new Investor Relations Director. In cases where the Reference Form is presented due to a request for registration of public distribution of securities,
SECURITIES 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 a. they reviewed the information that was updated in the Reference Form after the date of their inauguration b. all information that was updated in the form in the manner of item “a” above complies with the provisions of CVM Resolution No. 80, especially arts. 15 to 20
new occupants of the position of President and Investor Relations Director must sign the declaration provided for in item 13.1.
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Amended 3 times · last 2022-09-20
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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