CVM Resolution No. 78 of March 29, 2022

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

CVM RESOLUTION NO. 78, OF MARCH 29, 2022

Provides for merger, spin-off, incorporation and share incorporation operations, and revokes CVM Instructions No. 319, of December 3, 1999, No. 349, of March 6, 2001, and No. 565, of June 15, 2015.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Collegiate Board, in a meeting held on March 23, 2022, based on the provisions of arts. 8, I and III, and 22, § 1, I, of Law No. 6.385, of December 7, 1976, and arts. 137, II, “a”, 226, § 3, 252, § 4, and 264 of Law 6.404, of December 15, 1976, APPROVED the following Resolution:

CHAPTER I – PRELIMINARY PROVISIONS

Art. 1 This Resolution is applicable to merger, spin-off, incorporation and share incorporation operations.

Sole paragraph. Unless expressly indicated to the contrary, this Resolution applies only to operations involving at least one issuer of securities registered in category A.

Art. 2 For the purposes of this Resolution, the following are understood:

I – outstanding shares: those so considered in the CVM regulation regarding public offers for the acquisition of shares; II – operation: is the merger, spin-off, incorporation or share incorporation or a set of related mergers, spin-offs, incorporations or share incorporations; and III – issuer of securities registered in category A: that so defined in the CVM regulation regarding the registration and reporting of information by issuers of securities admitted to trading in regulated securities markets.

CHAPTER II – DISCLOSURE OF INFORMATION

Art. 3 Without prejudice to the information and documents necessary for the exercise of voting rights in a general meeting provided for in specific regulation, the material fact regarding an operation must contain, at a minimum, the provisions of Annex A, to the extent that such information is known.

Art. 4 If the controlling shareholder or the company discloses to the market the proposed exchange ratio or the criteria for its determination that are still subject to changes, the following information must be provided to the market:

I – the reasons that led to the disclosure at that time; II – the stage in which the negotiations are; III – the circumstances in which the exchange ratio or the disclosed criteria may still be altered; and IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management:
a) if the proposal is binding; b) the acceptance period, if any; c) the other relevant terms and conditions; d) the measures the management intends to take to evaluate the proposal; and e) the expected date for the conclusion of the negotiations, if it is possible to estimate it.

Art. 5 The managers of the open company involved in the negotiation of the operation must act with care and diligence to verify that all information provided by the other societies involved in the operation comply with the applicable regulation.

CHAPTER III – FINANCIAL STATEMENTS

Art. 6 For the purposes of the operation, the societies involved must disclose financial statements, whose base date:

I – is the same for all societies involved; and II – is not earlier than 180 (one hundred and eighty) days from the date of the meeting that will deliberate on the operation.

§ 1 Even if some of the societies involved in the operation are not joint-stock companies nor subject to the rules issued by the CVM, the financial statements referred to in the caput must be:

I – prepared in accordance with Law No. 6.404, of December 15, 1976, and with the CVM rules; and II – audited by an independent auditor registered with the CVM.

§ 2 Open companies may use, for the purposes of the caput, the end-of-fiscal-year financial statements and the quarterly information forms regularly required to comply with their periodic obligations to the CVM.

§ 3 The period referred to in item II of the caput may be extended to up to 360 (three hundred and sixty) days, at the discretion of the managers of the open companies involved, provided that:

I – the economic-financial situation of the societies involved in the operation has not changed significantly after the base date of the statements; and II – the managers of the society involved in the operation responsible for preparing the financial statements whose base date exceeds 180 (one hundred and eighty) days sign a declaration, to be disclosed together with the financial statements, attesting to the provision of item I.

Art. 7 The societies involved in the operation must prepare pro forma financial information of the societies that will survive or result from the operation, as if they already existed, referring to the date of the financial statements referred to in art. 6, I.

Sole paragraph. The financial information referred to in the caput must be:

I – prepared in accordance with Law No. 6.404, of 1976, and with the CVM rules; and II – submitted to reasonable assurance by an independent auditor registered with the CVM.

CHAPTER IV – VALUATION

Art. 8 The valuation reports prepared for the purposes of art. 264 of Law No. 6.404, of 1976, may use one of the following criteria:

I – net asset value at market prices; or
II – discounted cash flow.

§ 1 The criterion provided for in item II may only be used for the purposes of art. 264 of Law No. 6.404, of 1976, if it has not been used as the determining criterion to establish the proposed exchange ratio.

§ 2 The reports referred to in the caput must observe, insofar as applicable, the provisions of the CVM regulation regarding the valuation of companies subject to public offers for the acquisition of shares.

§ 3 The CVM may authorize, on a case-by-case basis and provided that the requests are duly justified, other criteria for the preparation of the valuation reports required for the purposes of art. 264 of Law No. 6.404, of 1976.

CHAPTER V – LIQUIDITY CRITERION

Art. 9 The liquidity condition provided for in art. 137, II, “a”, of Law No. 6.404, of 1976, is considered met when the type or class of shares, or certificate representing it, is part of the Bovespa Index – IBOVESPA on the date of the material fact notice announcing the operation.

CHAPTER VI – ACCOUNTING TREATMENT AND ECONOMIC BENEFIT OF GOODWILL IN OPERATIONS INVOLVING CONTROLLING AND CONTROLLED COMPANIES

Art. 10. The amount of goodwill resulting from the acquisition of control of the open company that will incorporate its controlling company must be accounted for, in the incorporating company, in a specific account of intangible assets.

§ 1 The recording of the difference between the fair value of the acquired net assets and their book value must have as a counterpart a special goodwill reserve in the incorporation, contained in shareholders' equity, and the company must observe, regarding the recognition of goodwill, the following treatment:

I – constitute a provision, in the incorporated company, at least in the amount of the difference between the value of the goodwill and the tax benefit resulting from its amortization, which must be presented as a reduction of the account in which the goodwill was recorded; II – register the net value (goodwill minus provision) as a counterpart to the account referred to in this paragraph; and III – reverse the provision referred to in item I above to the period's result, proportionally to the amortization of the goodwill.

§ 2 The reserve referred to in § 1 may only be incorporated into share capital, to the extent of the realization of the assets that gave rise to them, for the benefit of all shareholders, except as provided in art. 11 of this Resolution.

Art. 11. The protocol for the incorporation of a controlling company by a controlled open company may provide that, in cases where the company will derive a tax benefit as a result of the amortization of goodwill, the portion of the special goodwill reserve in the incorporation corresponding to such benefit may be subject to capitalization for the benefit of the controlling shareholder.

§ 1 In the event provided for in the caput of this article, observed the provisions of art. 170 of Law No. 6.404, of 1976, the right of preference must be ensured to the other shareholders, and if applicable, the amounts paid by them must be delivered to the controller.

§ 2 The capitalization of the portion of the special reserve referred to in the caput of this article, corresponding to the tax benefit, may only be carried out at the end of each fiscal year and to the extent that this benefit represents an actual reduction in the taxes paid by the company.

Art. 12. The company must carry out and disclose, at the end of each fiscal year, an analysis on the recovery of the value of goodwill, in order to record losses in the value of the capital applied when it is evident that there will not be sufficient results to recover this value.

Art. 13. In operations for the incorporation of an open company by its controlling company, or of the latter by a controlled open company, the calculation of the exchange ratio for the shares of non-controlling shareholders must exclude the balance of goodwill paid in the acquisition of the controlled company.

Sole paragraph. The provisions of the caput of this article also apply to merger operations between a controlling company and a controlled company.

Art. 14. Dividends attributed to shares held by non-controlling shareholders cannot be reduced by the amount of goodwill amortized in each fiscal year.

Art. 15. The provisions of this Chapter apply to all open companies, regardless of the category in which they are registered, and to societies benefiting from resources originating from tax incentives registered with the CVM.

CHAPTER VII – FINAL PROVISIONS

Art. 16. The obligations provided for in Chapter III do not apply to incorporations or share incorporations of closed companies by an issuer of securities subject to this Resolution if the operation does not represent a dilution greater than 5% (five percent).

§ 1 The dilution referred to in the caput is considered greater than 5% (five percent) when the result of the division of the number of shares issued as a result of the operation by the total number of shares after the issuance is greater than 0.05 (five hundredths).

§ 2 In reverse operations (incorporation or share incorporation of the controlling company by the controlled company when the controlling company is an open company) or in mergers involving at least one open company, the dilution referred to in the caput is considered greater than 5% (five percent) when the result of the division of the number of shares of the incorporating company or resulting from the merger attributed to shareholders originating from the open company by the total number of shares of the incorporating company or resulting from the merger after the operation is less than 0.95 (ninety-five hundredths).

§ 3 The financial information referred to in art. 7 is due in operations considered relevant by the criteria established by the rules, orientations and interpretations regarding pro forma financial information, even if they do not imply dilution greater than 5% (five percent).

Art. 17. Infractions to arts. 3 to 9 of this Resolution are considered serious for the purposes of art. 11, § 3, of Law 6.385, of December 7, 1976.

Art. 18. The following are revoked:

I – CVM Instruction No. 319, of December 3, 1999; II – CVM Instruction No. 349, of March 6, 2001; and II – CVM Instruction No. 565, of June 15, 2015.

Art. 19. This Resolution enters into force on May 2, 2022.

Signed electronically by
MARCELO BARBOSA
President

CVM RESOLUTION NO. 78, OF MARCH 29, 2022

ANNEX A TO CVM RESOLUTION NO. 78, OF MARCH 29, 2022

Identification of the societies involved in the operation and brief description of the activities performed by them
Description and purpose of the operation
Main benefits, costs and risks of the operation
Exchange ratio of shares
Criteria for fixing the exchange ratio
Main active and passive elements that will form each portion of the equity, in case of spin-off
Whether the operation was or will be submitted to approval by Brazilian or foreign authorities
In operations involving controlling companies, controlled companies or companies under common control, the exchange ratio of shares calculated in accordance with art. 264 of Law No. 6.404, of 1976
Applicability of the dissenters' rights and value of the reimbursement
Other relevant information

What changed in the obligations

Against CVM Instruction No. 565 of June 15, 2015 (Revoked) (2015-06-15)

12 new obligations · 32 not carried over

31 obligations are the same in both texts.

New in this text (12)

Art. 10. The amount of goodwill resulting from the acquisition of control of the open company that will incorporate its controlling company must be accounted for, in the incorporating company, in a specific account of intangible assets. in this text
§ 1 The recording of the difference between the fair value of the acquired net assets and their book value must have as a counterpart a special goodwill reserve in the incorporation, contained in shareholders' equity, and the company must observe, regarding the recognition of goodwill, the following treatment: in this text
I – constitute a provision, in the incorporated company, at least in the amount of the difference between the value of the goodwill and the tax benefit resulting from its amortization, which must be presented as a reduction of the account in which the goodwill was recorded; in this text
II – register the net value (goodwill minus provision) as a counterpart to the account referred to in this paragraph; and in this text
III – reverse the provision referred to in item I above to the period's result, proportionally to the amortization of the goodwill. in this text
§ 2 The reserve referred to in § 1 may only be incorporated into share capital, to the extent of the realization of the assets that gave rise to them, for the benefit of all shareholders, except as provided in art. 11 of this Resolution. in this text
Art. 11. The protocol for the incorporation of a controlling company by a controlled open company may provide that, in cases where the company will derive a tax benefit as a result of the amortization of goodwill, the portion of the special goodwill reserve in the incorporation corresponding to such benefit may be subject to capitalization for the benefit of the controlling shareholder. in this text
§ 1 In the event provided for in the caput of this article, observed the provisions of art. 170 of Law No. 6.404, of 1976, the right of preference must be ensured to the other shareholders, and if applicable, the amounts paid by them must be delivered to the controller. in this text
§ 2 The capitalization of the portion of the special reserve referred to in the caput of this article, corresponding to the tax benefit, may only be carried out at the end of each fiscal year and to the extent that this benefit represents an actual reduction in the taxes paid by the company. in this text
Art. 12. The company must carry out and disclose, at the end of each fiscal year, an analysis on the recovery of the value of goodwill, in order to record losses in the value of the capital applied when it is evident that there will not be sufficient results to recover this value. in this text
Art. 13. In operations for the incorporation of an open company by its controlling company, or of the latter by a controlled open company, the calculation of the exchange ratio for the shares of non-controlling shareholders must exclude the balance of goodwill paid in the acquisition of the controlled company. in this text
Art. 14. Dividends attributed to shares held by non-controlling shareholders cannot be reduced by the amount of goodwill amortized in each fiscal year. in this text

Not carried over (32)

“Art. 20-A. Whenever the general meeting is convened to deliberate on merger, spin-off, incorporation, and share incorporation operations involving at least one issuer of securities registered in Category A, the company must provide, at minimum, the information indicated in Annex 20-A. in the old text
Capital increase or decrease operations resulting from the merger, spin-off, incorporation, or share incorporation referred to in the caput are not subject to the obligations provided for in Arts. 14 and 16 of this Instruction.” in the old text
1. Protocol and justification of the operation, in accordance with Arts. 224 and 225 of Law No. 6,404, of 1976 in the old text
2. Other agreements, contracts, and pre-contracts regulating the exercise of voting rights or the transfer of shares issued by the surviving or resulting societies, filed at the company’s headquarters or of which the company’s controller is a party in the old text
3. Description of the operation, including: a. Terms and conditions in the old text
3. Description of the operation, including: f. Intention of the resulting companies to obtain registration as an issuer of securities in the old text
4. Plans for conducting business affairs, notably regarding specific corporate events intended to be promoted in the old text
5. Analysis of the following aspects of the operation: a. Description of main expected benefits 1, including: i. Synergies in the old text
5. Analysis of the following aspects of the operation: a. Description of main expected benefits 1, including: ii. Tax benefits in the old text
1 Whenever benefits are measured by administrators, estimates must be disclosed. in the old text
d. In case of a transaction with a related party, possible alternatives that could have been used to achieve the same objectives, indicating the reasons why these alternatives were discarded 2 in the old text
ii. Detailed description of the negotiation process of the exchange ratio and other terms and conditions of the operation in the old text
iii. In case the operation was preceded, in the last 12 (twelve) months, by a control acquisition or acquisition of a block of control participation: - Comparative analysis of the exchange ratio and the price paid in the control acquisition in the old text
iii. In case the operation was preceded, in the last 12 (twelve) months, by a control acquisition or acquisition of a block of control participation: - Reasons justifying possible differences in valuation in different operations in the old text
iv. Justification for why the exchange ratio is commutative, with the description of procedures and criteria adopted to guarantee the commutativity of the operation or, in case the exchange ratio is not commutative, detailing the payment or equivalent measures adopted to ensure adequate compensation. in the old text
6. Copy of the minutes of all meetings of the board of directors, fiscal council, and special committees in which the operation was discussed, including any dissenting votes in the old text
7. Copy of studies, presentations, reports, opinions, appraisals, or valuation reports of the companies involved in the operation made available to the controlling shareholder at any stage of the operation in the old text
7.1. Identification of possible conflicts of interest between the financial institutions, companies, and professionals who prepared the documents mentioned in item 7 and the societies involved in the operation in the old text
8. Draft statutes or statutory amendments of the societies resulting from the operation in the old text
9. Financial statements used for the purposes of the operation, in accordance with specific norms in the old text
11. Document containing information about the societies directly involved that are not open capital companies, including 3 : a. Risk factors, in accordance with items 4.1 and 4.2 4 of the reference form in the old text
11. Document containing information about the societies directly involved that are not open capital companies, including 3 : b. Description of main changes in risk factors occurring in the previous fiscal year and expectations regarding reduction or increase in exposure to risks as a result of the operation, in accordance with item 5.4 of the reference form 5 in the old text
11. Document containing information about the societies directly involved that are not open capital companies, including 3 : c. Description of your activities, in accordance with items 7.1, 7.2, 7.3, and 7.4 of the reference form in the old text
11. Document containing information about the societies directly involved that are not open capital companies, including 3 : d. Description of the economic group, in accordance with item 15 of the reference form in the old text
11. Document containing information about the societies directly involved that are not open capital companies, including 3 : e. Description of share capital, in accordance with item 17.1 of the reference form in the old text
12. Description of capital structure and control after the operation, in accordance with item 15 of the reference form in the old text
3 It is unnecessary to provide the information referred to in this item regarding societies that meet the following conditions: (i) do not have liabilities of any nature; and (ii) have as their only asset shares of other societies involved in the operation. in the old text
5 Information on market risks must be provided in accordance with item 4.2 of the reference form until the changes made by CVM Instruction No. 552, of October 9, 2014, in Annex 24 of CVM Instruction No. 480, of December 7, 2009, enter into force on January 1, 2016. in the old text
13. Number, class, species, and type of securities of each society involved in the operation held by any other societies involved in the operation, or by persons linked to these societies, as defined by norms dealing with public offer for acquisition of shares in the old text
14. Exposure of any of the societies involved in the operation, or persons linked to them, as defined by norms dealing with public offer for acquisition of shares, in derivatives referenced in securities issued by the other societies involved in the operation in the old text
15. Report covering all transactions carried out in the last 6 (six) months by the persons indicated below with securities issued by the societies involved in the operation: a. Societies involved in the operation in the old text
15. Report covering all transactions carried out in the last 6 (six) months by the persons indicated below with securities issued by the societies involved in the operation: b. Related parties to societies involved in the operation in the old text

Against CVM Instruction No. 349 of March 6, 2001 (2001-03-06)

38 new obligations · 3 not carried over

4 obligations are the same in both texts.

New in this text (38)

Art. 3 Without prejudice to the information and documents necessary for the exercise of voting rights in a general meeting provided for in specific regulation, the material fact regarding an operation must contain, at a minimum, the provisions of Annex A, to the extent that such information is known. in this text
Art. 4 If the controlling shareholder or the company discloses to the market the proposed exchange ratio or the criteria for its determination that are still subject to changes, the following information must be provided to the market: in this text
I – the reasons that led to the disclosure at that time; in this text
II – the stage in which the negotiations are; in this text
III – the circumstances in which the exchange ratio or the disclosed criteria may still be altered; and in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: a) if the proposal is binding; in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: b) the acceptance period, if any; in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: c) the other relevant terms and conditions; in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: d) the measures the management intends to take to evaluate the proposal; and in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: e) the expected date for the conclusion of the negotiations, if it is possible to estimate it. in this text
Art. 5 The managers of the open company involved in the negotiation of the operation must act with care and diligence to verify that all information provided by the other societies involved in the operation comply with the applicable regulation. in this text
Art. 6 For the purposes of the operation, the societies involved must disclose financial statements, whose base date: in this text
I – is the same for all societies involved; and in this text
II – is not earlier than 180 (one hundred and eighty) days from the date of the meeting that will deliberate on the operation. in this text
§ 1 Even if some of the societies involved in the operation are not joint-stock companies nor subject to the rules issued by the CVM, the financial statements referred to in the caput must be: in this text
I – prepared in accordance with Law No. 6.404, of December 15, 1976, and with the CVM rules; and in this text
II – audited by an independent auditor registered with the CVM. in this text
§ 2 Open companies may use, for the purposes of the caput, the end-of-fiscal-year financial statements and the quarterly information forms regularly required to comply with their periodic obligations to the CVM. in this text
§ 3 The period referred to in item II of the caput may be extended to up to 360 (three hundred and sixty) days, at the discretion of the managers of the open companies involved, provided that: in this text
I – the economic-financial situation of the societies involved in the operation has not changed significantly after the base date of the statements; and in this text
II – the managers of the society involved in the operation responsible for preparing the financial statements whose base date exceeds 180 (one hundred and eighty) days sign a declaration, to be disclosed together with the financial statements, attesting to the provision of item I. in this text
Art. 7 The societies involved in the operation must prepare pro forma financial information of the societies that will survive or result from the operation, as if they already existed, referring to the date of the financial statements referred to in art. 6, I. in this text
The financial information referred to in the caput must be: in this text
I – prepared in accordance with Law No. 6.404, of 1976, and with the CVM rules; and in this text
II – submitted to reasonable assurance by an independent auditor registered with the CVM. in this text
Art. 8 The valuation reports prepared for the purposes of art. 264 of Law No. 6.404, of 1976, may use one of the following criteria: in this text
§ 1 The criterion provided for in item II may only be used for the purposes of art. 264 of Law No. 6.404, of 1976, if it has not been used as the determining criterion to establish the proposed exchange ratio. in this text
§ 2 The reports referred to in the caput must observe, insofar as applicable, the provisions of the CVM regulation regarding the valuation of companies subject to public offers for the acquisition of shares. in this text
Art. 10. The amount of goodwill resulting from the acquisition of control of the open company that will incorporate its controlling company must be accounted for, in the incorporating company, in a specific account of intangible assets. in this text
§ 2 The reserve referred to in § 1 may only be incorporated into share capital, to the extent of the realization of the assets that gave rise to them, for the benefit of all shareholders, except as provided in art. 11 of this Resolution. in this text
Art. 11. The protocol for the incorporation of a controlling company by a controlled open company may provide that, in cases where the company will derive a tax benefit as a result of the amortization of goodwill, the portion of the special goodwill reserve in the incorporation corresponding to such benefit may be subject to capitalization for the benefit of the controlling shareholder. in this text
§ 1 In the event provided for in the caput of this article, observed the provisions of art. 170 of Law No. 6.404, of 1976, the right of preference must be ensured to the other shareholders, and if applicable, the amounts paid by them must be delivered to the controller. in this text
§ 2 The capitalization of the portion of the special reserve referred to in the caput of this article, corresponding to the tax benefit, may only be carried out at the end of each fiscal year and to the extent that this benefit represents an actual reduction in the taxes paid by the company. in this text
Art. 12. The company must carry out and disclose, at the end of each fiscal year, an analysis on the recovery of the value of goodwill, in order to record losses in the value of the capital applied when it is evident that there will not be sufficient results to recover this value. in this text
Art. 13. In operations for the incorporation of an open company by its controlling company, or of the latter by a controlled open company, the calculation of the exchange ratio for the shares of non-controlling shareholders must exclude the balance of goodwill paid in the acquisition of the controlled company. in this text
Art. 14. Dividends attributed to shares held by non-controlling shareholders cannot be reduced by the amount of goodwill amortized in each fiscal year. in this text
Art. 16. The obligations provided for in Chapter III do not apply to incorporations or share incorporations of closed companies by an issuer of securities subject to this Resolution if the operation does not represent a dilution greater than 5% (five percent). in this text
§ 3 The financial information referred to in art. 7 is due in operations considered relevant by the criteria established by the rules, orientations and interpretations regarding pro forma financial information, even if they do not imply dilution greater than 5% (five percent). in this text

Not carried over (3)

The registration of the goodwill referred to in item I of this article shall have as a counterpart a special goodwill reserve in the consolidation, included in shareholders' equity, and the company shall observe the following treatment regarding the registrations referred to in items II and III: d) present, for the purposes of disclosing financial statements, the net value referred to in letter a… in the old text
Companies that have already concluded a consolidation process may adapt their financial statements to the provisions of this Instruction, constituting the provision referred to in Art. 1 as a counterpart and in proportion to the balance of the special goodwill reserve. in the old text
Public companies may opt to adjust their financial statements from the date of the beginning of the 2000 fiscal year, and must present, to the CVM and to the Stock Exchanges in which their securities are admitted to trading, their restated Quarterly Information (ITR). in the old text

Against CVM Instruction No. 319 of December 3, 1999 (Revoked) (1999-12-03)

25 new obligations · 32 not carried over

19 obligations are the same in both texts.

New in this text (25)

Art. 3 Without prejudice to the information and documents necessary for the exercise of voting rights in a general meeting provided for in specific regulation, the material fact regarding an operation must contain, at a minimum, the provisions of Annex A, to the extent that such information is known. in this text
Art. 4 If the controlling shareholder or the company discloses to the market the proposed exchange ratio or the criteria for its determination that are still subject to changes, the following information must be provided to the market: in this text
I – the reasons that led to the disclosure at that time; in this text
II – the stage in which the negotiations are; in this text
III – the circumstances in which the exchange ratio or the disclosed criteria may still be altered; and in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: a) if the proposal is binding; in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: b) the acceptance period, if any; in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: c) the other relevant terms and conditions; in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: d) the measures the management intends to take to evaluate the proposal; and in this text
IV – in the case of a proposal from the controlling shareholder not yet evaluated by the company’s management: e) the expected date for the conclusion of the negotiations, if it is possible to estimate it. in this text
Art. 5 The managers of the open company involved in the negotiation of the operation must act with care and diligence to verify that all information provided by the other societies involved in the operation comply with the applicable regulation. in this text
Art. 6 For the purposes of the operation, the societies involved must disclose financial statements, whose base date: in this text
II – is not earlier than 180 (one hundred and eighty) days from the date of the meeting that will deliberate on the operation. in this text
§ 2 Open companies may use, for the purposes of the caput, the end-of-fiscal-year financial statements and the quarterly information forms regularly required to comply with their periodic obligations to the CVM. in this text
§ 3 The period referred to in item II of the caput may be extended to up to 360 (three hundred and sixty) days, at the discretion of the managers of the open companies involved, provided that: in this text
I – the economic-financial situation of the societies involved in the operation has not changed significantly after the base date of the statements; and in this text
II – the managers of the society involved in the operation responsible for preparing the financial statements whose base date exceeds 180 (one hundred and eighty) days sign a declaration, to be disclosed together with the financial statements, attesting to the provision of item I. in this text
Art. 7 The societies involved in the operation must prepare pro forma financial information of the societies that will survive or result from the operation, as if they already existed, referring to the date of the financial statements referred to in art. 6, I. in this text
The financial information referred to in the caput must be: in this text
II – submitted to reasonable assurance by an independent auditor registered with the CVM. in this text
Art. 8 The valuation reports prepared for the purposes of art. 264 of Law No. 6.404, of 1976, may use one of the following criteria: in this text
§ 1 The criterion provided for in item II may only be used for the purposes of art. 264 of Law No. 6.404, of 1976, if it has not been used as the determining criterion to establish the proposed exchange ratio. in this text
§ 2 The reports referred to in the caput must observe, insofar as applicable, the provisions of the CVM regulation regarding the valuation of companies subject to public offers for the acquisition of shares. in this text
Art. 16. The obligations provided for in Chapter III do not apply to incorporations or share incorporations of closed companies by an issuer of securities subject to this Resolution if the operation does not represent a dilution greater than 5% (five percent). in this text
§ 3 The financial information referred to in art. 7 is due in operations considered relevant by the criteria established by the rules, orientations and interpretations regarding pro forma financial information, even if they do not imply dilution greater than 5% (five percent). in this text

Not carried over (32)

Art. 2. Without prejudice to the provisions of CVM Instruction No. 31, of February 8, 1984, the conditions of merger, acquisition, or spin-off involving a publicly-held company shall be communicated by the company, up to fifteen days before the date of the general meeting that will deliberate on the respective protocol and justification, to the CVM and to stock exchanges or organized over-the-cou… in the old text
§1. The communication and disclosure referred to in the caput of this article shall contain, at a minimum, the following information: in the old text
I - the motives or purposes of the operation, and the company's interest in its implementation, highlighting, notably: a) the expected benefits, of business, asset, legal, financial nature, and any other positive effects, as well as any involved risk factors; in the old text
I - the motives or purposes of the operation, and the company's interest in its implementation, highlighting, notably: b) if applicable, and in accordance with tax legislation, the amount of goodwill that may be amortized as a tax benefit and the conditions for its benefit by the company; and in the old text
I - the motives or purposes of the operation, and the company's interest in its implementation, highlighting, notably: c) the estimated quantification, reasonably itemized, of the costs of implementing the operation. in the old text
II - the indication of corporate and business acts that preceded the operation; in the old text
III - the number, type, and class of shares that will be attributed in substitution for the extinguishing partner rights, the criteria used to determine the substitution ratios, and the reasons why the operation is considered equitable for the company's shareholders; in the old text
IV - the comparison, in a demonstrative table, between the political and asset advantages of the controlling shareholder's shares and those of other shareholders before and after the operation, including changes in their respective rights; in the old text
V - the shares that preferred shareholders will receive, the reasons for the modification of their rights, if any, as well as any compensatory mechanisms; in the old text
VI - if it is the case of acquisition of a publicly-held company by its controlling shareholder, or of this by a controlled publicly-held company, or of merger of a controlling shareholder with a controlled one, the calculation of the share substitution ratios for non-controlling shareholders of the controlled company based on the net asset value of the shares of the controlling and controlled co… in the old text
VIII - the criteria for evaluating net assets, the date to which the evaluation will be referred, and the treatment of subsequent asset variations; in the old text
IX - the solution to be adopted regarding shares or quotas of the capital of one society held by another; in the old text
X - the value of the capital of the societies to be created or of the increase or reduction of the capital of the societies that are part of the operation; in the old text
XI - the composition, after the operation, according to types and classes of shares, of the capital of the companies that must issue shares in substitution for those that will be extinguished; in the old text
XII - the reimbursement value of the shares to which dissenting shareholders will be entitled, if applicable; in the old text
XIII - the detailed composition of the liabilities and unrecorded contingent liabilities to be assumed by the resulting company of the operation, as the legal successor; in the old text
XIV - the identification of the experts or specialized company, whose appointment will be submitted to the approval of the general meeting, to evaluate the net assets of the company, with the declaration of the existence or not, with respect to them, of any conflict or community of interests, current or potential, with the controlling shareholder of the company, or with respect to minority shareh… in the old text
XVI - all other conditions to which the operation is subject, as well as other relevant information regarding future plans in the conduct of business, notably with respect to specific corporate events intended to be promoted in the company; and in the old text
XVII - the indication of the locations where the draft or drafts of the bylaws, or of bylaw amendments, which must be approved to effectuate the operation, will be available, and the itemization of the other documents made available to the company's shareholders for examination and copying, from the date of publication of the information referred to in this article, observing the provisions of ar… in the old text
§2. The values subject to determination shall be indicated by estimate. in the old text
Art. 3. The protocol, justification, as well as legal, accounting, financial opinions, reports, evaluations, financial statements, studies, and any other information or documents that have been made available to the controlling shareholder or used by him in the planning, evaluation, promotion, and execution of merger, acquisition, or spin-off operations involving a publicly-held company, shall be… in the old text
Publicly-held companies that disclose information, financial statements, or any other additional documents abroad, or that, for any reason, have content different from that required by corporate legislation and other norms issued by the CVM, regarding the operations covered by this Instruction, shall, simultaneously, disclose them in the country and make them available to shareholders, through a … in the old text
Art. 4. Final reports shall be made available to shareholders as soon as they are finalized, through a notice published in the newspapers habitually used by the company, up to the date of publication of the announcement convening the general meeting that will deliberate on them. in the old text
Art. 5. Companies and professionals who have issued opinions, certifications, reports, assessments, studies, or provided any other services, with respect to merger, acquisition, or spin-off operations involving a publicly-held company, without prejudice to other applicable legal or regulatory provi… I - clarify, prominently, in the body of their respective opinions, certifications, reports, asses… in the old text
Art. 5. Companies and professionals who have issued opinions, certifications, reports, assessments, studies, or provided any other services, with respect to merger, acquisition, or spin-off operations involving a publicly-held company, without prejudice to other applicable legal or regulatory provi… II - inform, in the manner indicated in the preceding item, if the controlling shareholder or the … in the old text
Art. 6. The amount of goodwill or discount, as the case may be, resulting from the acquisition of control of the publicly-held company that will acquire its controlling shareholder shall be accounted for, in the acquiring company, as follows: I - in the accounts representing the assets that gave rise to them – when the economic basis has been the difference between the market value of the assets … in the old text
§1. The recording of the goodwill referred to in item I of this article shall have as a counterpart a special goodwill reserve in the acquisition, contained in the net assets, and the company shall observe, with respect to the recordings referred to in items II and III, the following treatment: d) present, for the purposes of disclosing financial statements, the net value referred to in letter "a… in the old text
Art. 6. The amount of goodwill or discount, as the case may be, resulting from the acquisition of control of the publicly-held company that will acquire its controlling shareholder shall be accounted for, in the acquiring company, as follows: §3. After the acquisition, the goodwill or discount will continue to be amortized observing, insofar as applicable, the provisions of CVM Instructions No. 2… in the old text
Art. 10. In the calculation of the share substitution ratios for non-controlling shareholders, which will be extinguished, established in the operation's protocol, the existence of types and classes of shares with differentiated rights must be recognized, and it is forbidden to favor, directly or indirectly, another type or class of shares. in the old text
Art. 11. The adoption, in the share substitution ratios for non-controlling shareholders, in the operations covered by this Instruction, of the stock exchange quotation of the shares of the involved companies is prohibited, unless these shares are part of general indices representative of share portfolios admitted to trading on futures exchanges. in the old text
Art. 14. In the management report, relative to the fiscal year in which any merger, acquisition, and spin-off operation involving a publicly-held company was carried out, a chapter or specific part, duly highlighted, shall be dedicated, item by item, listing all transaction costs borne by the company due to the operation, as well as the quantity of savings and other advantages already derived fro… in the old text
The report referred to in the caput of this article and the reports of the two following fiscal years shall contain, without prejudice to other required information, a detailed exposition of the changes occurred in the administration and conduct of business, related to or resulting from the operation. in the old text

“Not carried over” means the sentence has no counterpart in this text; the rule can still be in force in another text.

CVM Resolution No. 78 of March 29, 2022

Lineage: In force

Timeline

What changed in the obligations