CVM Resolution No. 85 of March 31, 2022

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

Provides for public offers to acquire shares of publicly held companies and revokes CVM Instructions No. 361, of March 5, 2002, No. 436, of July 5, 2006, No. 487, of November 25, 2010, No. 492, of February 23, 2011, and No. 616, of December 3, 2019.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it public that the Collegiate Board, in a meeting held on March 30, 2022, based on the provisions of arts. 4, V, VI and VII, 8, I, 18, II, “a”, 21, § 6, and 22, III, V, VI and VIII, of Law No. 6.385, of December 7, 1976, in arts. 4, 4-A, 30, § 2, 254-A and 257 of Law No. 6.404, of December 15, 1976, and in arts. 5 and 14 of Decree No. 10.139, of November 28, 2019, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution regulates:
I – the procedure applicable to any public offers to acquire shares of publicly held companies; and II – the registration process for public offers:
a) for cancellation of registration for trading of shares in regulated securities markets; b) by increase in the controlling shareholder’s participation; c) by transfer of control of a publicly held company; and d) for acquisition of control of a publicly held company when involving a swap for securities and a swap for securities.

CHAPTER II – MODALITIES AND DEFINITIONS

Art. 2. The Public Offer to Acquire shares of a publicly held company (OPA) may be of one of the following modalities:
I – OPA for cancellation of registration: is the mandatory OPA, carried out as a condition for the cancellation of registration for trading of shares in regulated securities markets, by virtue of § 4 of art. 4 of Law No. 6.404, of December 15, 1976, and § 6 of art. 21 of Law No. 6.385, of December 7, 1976; II – OPA by increase in participation: is the mandatory OPA, carried out as a consequence of an increase in the controlling shareholder’s participation in the share capital of a publicly held company, by virtue of § 6 of art. 4 of Law No. 6.404, of 1976; III – OPA by transfer of control: is the mandatory OPA, carried out as a condition for the effectiveness of a legal transaction for the transfer of control of a publicly held company, by virtue of art. 254-A of Law No. 6.404, of 1976; IV – Voluntary OPA: is the OPA aimed at acquiring shares issued by a publicly held company, which should not be carried out according to the specific procedures established in this Resolution for any mandatory OPA referred to in the previous items; V – OPA for acquisition of control of a publicly held company: is the voluntary OPA referred to in art. 257 of Law No. 6.404, of 1976; and VI – Competing OPA: is the OPA formulated by a third party who is not the offeror or a person linked to them, and which has as its object shares covered by an OPA already submitted for registration with the CVM, or by an OPA not subject to registration whose notice has already been disclosed, in accordance with art. 14.

§ 1. Only the OPA modalities referred to in items I to III of the caput and those referred to in items IV, V and VI, when involving a swap for securities, are subject to registration with the CVM.

§ 2. Whether or not subject to registration with the CVM, every OPA must observe the general procedure established in arts. 4 to 10, 13 to 15 and 18 to 21, insofar as applicable, and the OPA subject to registration must also observe the additional requirements and procedures pertinent to its respective modality, established in this Resolution.

§ 3. For the purposes of this Resolution, an OPA is considered the public offer made outside organized securities markets, aimed at acquiring shares of a publicly held company, regardless of the quantity of shares targeted by the offeror.

§ 4. For the purposes of § 3, an offer is considered public when acquisition efforts are made or any means of publicity is used, including correspondence or electronic advertisements.

§ 5. Acquisition offers made exclusively in organized securities markets continue to be governed by the provisions applicable to them, including regarding the adoption of special procedures, provided that they do not fall under any of the hypotheses referred to in § 1, and there is no publicity of the offer.

Art. 3. For the purposes of this Resolution, the following are understood:
I – controlling shareholder: the person, natural or legal, fund or universality of rights or the group of persons linked by a voting agreement, or under common control, direct or indirect, that:
a) is the holder of partner rights that permanently ensure them the majority of votes in the deliberations of the general meeting and the power to elect the majority of the company’s administrators; and b) effectively uses their power to direct the social activities and guide the functioning of the company’s bodies; II – shares in circulation: all shares issued by the target company, except for shares held by the controlling shareholder, by persons linked to them, by administrators of the target company, and those in treasury; III – shares subject to the OPA: the shares targeted by the offeror in the OPA; IV – target company: the publicly held company issuing the shares targeted in the OPA; V – offeror: the proponent of the acquisition of shares in an OPA, whether they are a natural or legal person, fund or universality of rights; VI – Partial OPA: that which does not have as its object the entirety of the shares in circulation of the same class and species. VII – OPA period: period comprised between:
a) the date on which the OPA is disclosed to the market, even in the manner provided for in art. 5, § 2, II; and b) the date of the holding of the auction or the revocation of the OPA; VIII – linked person: the natural or legal person, fund or universality of rights that acts representing the same interest of another person, natural or legal, fund or universality of rights; and IX – Selic rate: the weighted average and adjusted rate of one-day financing operations, backed by federal public bonds, carried out in the Special Settlement and Custody System.

§ 1. Except for the purpose of transfer of control, which is characterized according to specific applicable rules, the holder of convertible bonds or bonds that confer the right to subscribe to shares is equated to the controlling shareholder, for the purposes of this Resolution, provided that such shares, by themselves or added to those already held by the holder and persons linked to them, confer shareholding control.

§ 2. It is presumed to represent the same interest of another person, natural or legal, fund or universality of rights, whoever:
I – controls them, directly or indirectly, in any form, whether controlled by them or under common control; or II – has acquired, even under suspensive condition, their control or that of the target company, or is a promissory buyer or holder of a call option for the shareholding control of the target company, or intermediary in a transaction for the transfer of that control.

§ 3. For the purposes of this Resolution, the target company is not presumed to be acting in the same interest as the controlling shareholder.

CHAPTER III – GENERAL OPA PROCEDURE

Section I – General Principles

Art. 4. In the realization of an OPA, the following principles must be observed:
I – the OPA must always be directed indiscriminately to the holders of shares of the same species and class as those that are the subject of the OPA, ensuring pro-rata allocation among acceptors of a Partial OPA; II – the OPA must be carried out in a manner to ensure equitable treatment to the recipients, allow them adequate information regarding the target company and the offeror, and equip them with the necessary elements to make a reflected and independent decision regarding the acceptance of the OPA; III – in the case of art. 2, § 1, the OPA must be previously registered with the CVM, according to the appropriate modality; IV – the OPA must be intermediated by a securities brokerage or distribution company or financial institution with an investment portfolio; V – the OPA must be launched at a uniform price, except for the possibility of setting different prices according to the class and species of the shares subject to the OPA, provided it is compatible with the OPA modality and the difference is justified by the valuation report of the target company or by an express declaration by the offeror regarding the reasons for its differentiated offer; VI – whenever it is an OPA formulated by the company itself, by the controlling shareholder or by a person linked to them, or by an administrator or by a person linked to them, the OPA must be accompanied by a valuation report of the target company, except in the case of an OPA for transfer of control, except as provided in art. 33, § 6, II; VII – the OPA must be effected in an auction in an environment of an organized securities market, unless the CVM expressly authorizes the adoption of a different procedure; VIII – the OPA may be subject to conditions, whose implementation does not depend on direct or indirect action by the offeror or persons linked to them; and IX – the OPA is immutable and irrevocable, after the disclosure of the notice, except in the cases provided for in art. 6.

§ 1. Without prejudice to the provision in item V of the caput, the OPA may, if this does not violate other provisions of this Resolution, have distinct cash and term prices for the same recipients, provided that the choice lies with the recipients, there is a justified reason for its existence, and such distinction does not affect the reflection and independence of the decision to accept the OPA, for example, if it is linked to the acceptance period or the quantity of acceptances already manifested.

§ 2. The CVM may determine, at any time:
I – the disclosure of additional information to that provided for in this Resolution; II – the suspension of an ongoing OPA, or of its respective auction, if it verifies that the OPA or auction presents a curable irregularity or illegality, maintaining the suspension until they are corrected; or III – the cancellation of the OPA, when it verifies that it presents an incurable irregularity or illegality.

§ 3. It is prohibited to transfer to the target company, under any title, the expenses related to the launch and settlement of an OPA, unless the OPA is formulated by the company itself, in cases admitted by law.

Art. 5. The offeror must keep confidentiality regarding the OPA until its disclosure to the market, as well as ensure that its administrators, employees, advisors and third parties of their confidence also do so.

§ 1. The confidentiality obligation provided for in the caput extends until:
I – the date on which a relevant fact regarding the OPA subject to registration with the CVM is disclosed, in accordance with specific regulation; or II – the date on which the OPA notice not subject to registration with the CVM is disclosed.

§ 2. If the information escapes the offeror’s control before the date referred to in § 1, the potential offeror must, immediately:
I – disclose the OPA instrument, in accordance with art. 14; or II – inform the market that it has an interest in carrying out the OPA, or that it is considering this possibility, although it is not yet certain of its implementation.

§ 3. Except when it is an OPA subject to registration, the announcement provided for in § 2, item II, must:
I – include the information indicated in items IX to XIII of art. 1 of Annex B; and II – be sent to the director of investor relations of the target company, so that they disclose it immediately to the market, through an electronic system available on the CVM’s page on the worldwide computer network.

§ 4. If the offeror discloses the announcement provided for in § 2, item II, the CVM may set a deadline for it to:
I – disclose the OPA instrument, in accordance with art. 14; or II – announce to the market, in an unequivocal manner, that it does not intend to carry out the OPA within the period of 6 (six) months.

Section II – Modification and Revocation

Art. 6. After the disclosure of the OPA instrument, in accordance with art. 14, its modification or revocation is admitted:
I – in any OPA modality, regardless of CVM authorization, when it is a modification by improvement of the offer in favor of the recipients, or by renunciation, by the offeror, of the condition established by them for the implementation of the OPA; II – when it is an OPA subject to registration, with prior and express authorization from the CVM, observing the requirements of § 2 of this article; or III – when it is an OPA not subject to registration, regardless of CVM authorization, in strict conformity with the terms and conditions provided for in the respective instrument.

§ 1. The offeror may also withdraw from the OPA for cancellation of registration and the OPA by increase in participation, in the event of a review of the offer price by virtue of the procedure provided for in art. 4-A of Law No. 6.404, of 1976, applying, in such cases, respectively, the rules of arts. 28, item IV, and 32 of this Resolution.

§ 2. In the case provided for in the caput, item II, the request for modification or revocation of the OPA:
I – must be informed to the public, through the same channel used for the disclosure of the OPA; II – implies suspension of the notice period, if it is in progress; III – must only be accepted if:
a) in the judgment of the CVM, there has been a substantial, subsequent and unpredictable alteration in the factual circumstances existing at the time of the launch of the OPA, causing a relevant increase in the risks assumed by the offeror, inherent to the OPA itself; and b) the offeror proves that the acts and legal transactions that determined the carrying out of the OPA will become void if the revocation is granted; and IV – is presumed granted if there is no manifestation by the CVM within a period of 10 (ten) days, counted from the protocol.

§ 3. The modification of the OPA requires disclosure of an addendum to the notice, highlighting the modifications made and indicating the new date for the holding of the auction, which must observe the following deadlines:
I – minimum period of 10 (ten) days, in cases of increase in the offer price or renunciation of a condition for the implementation of the OPA, or 20 (twenty) days, in other cases, counted from the disclosure of the addendum; and II – maximum period of 30 (thirty) days counted from the disclosure of the addendum or 45 (forty-five) days counted from the disclosure of the notice, whichever is greater.

§ 4. The revocation of the OPA must be disclosed through the same channel used for the disclosure of the OPA.

§ 5. In any of the hypotheses provided for in the caput, a copy of the addendum to the notice must be filed with the CVM on the date of its disclosure.

Section III – Financial Settlement

Art. 7. The public offer, according to the payment form proposed by the offeror, will be:
I – purchase, when the proposed payment is to be made in current currency; II – swap, when the proposed payment is to be made in securities; and III – mixed, when the proposed payment is to be made partly in cash and partly in securities.

§ 1. The formulation of an alternative public offer is admitted, understood as that in which the recipients of the offer are granted the choice of the form of settlement, whether in current currency or in the securities referred to in item II of the caput.

§ 2. To swap, mixed and alternative offers, in addition to the general procedure of this Resolution, the provisions of art. 44 apply.

Section IV – Intermediation

Art. 8. The offeror must contract the intermediation of the OPA with a securities brokerage or distribution company or financial institution with an investment portfolio.

§ 1. The offeror is responsible for the veracity, quality and sufficiency of the information provided to the CVM and the market, as well as for any damages caused to the target company, its shareholders and third parties, due to fault or intent, because of the falsity, imprecision or omission of such information.

§ 2. The intermediary institution must take all precautions and act with high standards of diligence to ensure that the information provided by the offeror is true, consistent, correct and sufficient, being liable for omission in this duty, and must also verify the sufficiency and quality of the information provided to the market throughout the OPA procedure, necessary for investors to make a decision, including eventual and periodic information due by the company, and those contained in the OPA instrument, the valuation report and the notice.

§ 3. The intermediary institution must assist the offeror in all phases of the OPA, and request from them the practice of acts necessary for the correct development of the offer, as well as the cessation of activities that prejudice such development, and must interrupt its services in the event of the offeror’s refusal, under penalty of not exempting itself from the responsibilities imposed in this Resolution.

§ 4. The intermediary institution must guarantee the financial settlement of the OPA and the payment of the purchase price, in case of exercise of the faculty referred to in § 2 of art. 13.

§ 5. The intermediary institution, its controlling shareholder and persons linked to it, must present the information provided for in items IX to XII of art. 1 of Annex B regarding the securities and derivatives referenced in securities of the target company that they are holders of, or that are under their discretionary administration.

§ 6. Upon being contracted for the intermediation of an OPA, the securities brokerage or distribution company or financial institution with an investment portfolio, as well as persons linked to it that act in the financial market, are prohibited from trading with securities issued by the target company, or referenced to them, as well as from carrying out public research and reports on the company and the operation.

§ 7. The prohibition on trading provided for in § 6 does not apply to the following hypotheses:
I – trading on behalf and order of third parties; II – operations clearly intended to track a stock index, certificate or receipt of securities; III – operations intended to protect positions assumed in derivatives contracted with third parties; IV – operations carried out as market makers, in accordance with applicable regulation; V – discretionary administration of third-party portfolios; VI – acquisition of securities requested by clients for the purpose of providing liquidity, as well as alienation of securities thus acquired; VII – arbitrage between:
a) securities and their depositary receipts; or b) market index and future contract referenced in it; and VIII – operations intended to fulfill obligations assumed before the contracting to act as an intermediary institution, resulting from:
a) loan of securities; b) exercise of call or put options by third parties; or c) forward purchase and sale contracts.

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

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

§ 8º The persons referred to in § 6º must adopt adequate procedures to ensure compliance with the conduct norms provided therein.

Section V – Valuation

Art. 9º Whenever it concerns a Public Tender Offer (OPA) formulated by the company itself, by the controlling shareholder, or by a person linked to them, or by an administrator or a person linked to them, a valuation report of the target company must be prepared, except in the case of an OPA for the transfer of control.

§ 1º The report referred to in the caput may be prepared by the intermediary institution, brokerage firm, or securities distributor or financial institution with an investment portfolio that possesses a specialized and properly equipped area and has proven experience, or by a specialized company with proven experience.

§ 2º The proven experience referred to in § 1º must concern the valuation of open companies.

§ 3º The valuation report must observe the provisions set forth in Annex C of this Resolution.

§ 4º The valuation report must be sent to the CVM in the specific format indicated by the CVM, remaining available to interested parties, at a minimum, on the worldwide computer network, on the pages of the CVM and of the entity administering the organized market where the OPA auction must be held.

§ 5º In the case of a swap offer, the valuation report of the company whose securities are being delivered in swap must also be presented, containing the information from Annex C of this Resolution.

§ 6º In swap offers, the appraiser must use the same criterion for both companies or justify the adoption of distinct criteria.

§ 7º The CVM may require, within the period provided for in § 3º of art. 11, that the offeror:
I – inform whether the value of the target company has undergone significant changes after the date of the valuation; and II – in the affirmative case, request that the appraiser update the value of the target company stated in the valuation report.

Art. 10. The administrators and the controlling shareholder must provide the appraiser with true, complete, clear, objective, and sufficient information for the preparation of the report.

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

Section VI – Registration

Art. 11. When it concerns an OPA subject to registration, the application must be filed in the name of the offeror, through the intermediary institution, within a maximum period of 30 (thirty) days, counted from the date of disclosure of the notice of material fact or the deliberation that announces the realization of the OPA, observing the minimum elements that allow for its understanding and examination, complying with the requirements described in Annex A to this Resolution.

§ 1º The OPA registration application must be addressed to the Securities Registration Superintendence – SRE.

§ 2º The SRE has up to 10 (ten) days to indicate to the applicant the absence of any document provided for in Annex A.

§ 3º After receiving all documents necessary for the granting of registration, the SRE must conclude the analysis of the OPA registration application within a maximum period of 60 (sixty) days, counted from the date of filing of the last document that completes the instruction of the registration application, observed that any documents containing gaps whose filling, at the discretion of the SRE, is relevant for the analysis of the application will be disregarded.

§ 4º Within a period of 25 (twenty-five) days from the presentation of all documents necessary for the instruction of the registration application, the SRE may suspend the analysis period referred to in § 3º, by issuing an official letter with requirements to the applicant.

§ 5º To comply with the eventual requirements referred to in § 4º, a period of 50 (fifty) days is granted.

§ 6º From the receipt of all documents and information in compliance with the formulated requirements, the SRE has 15 (fifteen) days to manifest itself regarding the registration application.

§ 7º After the period provided for in § 6º has elapsed, if there remain requirements initially formulated that have not been fully met or if changes in documents and information necessitate the formulation of new requirements, prior to the denial of the registration application, the SRE must send an official letter reiterating requirements or presenting new requirements that prove necessary, granting a period of 10 (ten) days for compliance, without prejudice to § 9º.

§ 8º The period for the SRE to manifest itself regarding the compliance with the requirements in response to the official letter mentioned in § 7º is 10 (ten) days.

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

§ 9º If, in addition to the documents and information presented in response to the official letters provided for in §§ 4º and 7º of this article, changes have been made to documents or information that do not result from the compliance with requirements, the SRE may point out the occurrence of a new fact.

§ 10. The occurrence of a new fact must be communicated by the SRE within the periods referred to in § 6º or § 8º, and entails a new suspension of 15 (fifteen) days or 10 (ten) days, respectively, for verification of compliance with requirements and request for necessary clarifications.

§ 11. The documents for compliance with requirements formulated by the SRE must be presented in two versions, the first, with the voluntary modifications and corrections determined by the SRE duly highlighted, and the second, without any marks.

§ 12. Non-observance of the periods mentioned in §§ 5º and 7º implies automatic denial of the registration application.

§ 13. The absence of manifestation by the SRE within the period mentioned in § 3º implies automatic approval of the registration application.

§ 14. The granting of the OPA registration by the SRE is conditioned upon obtaining authorization from the entity administering the organized market environment where the auction must be held.

Art. 12. The offeror may request that the CVM treat information or documents provided for the purposes of the OPA registration as confidential, presenting the reasons why the public revelation of such information or documents would place the legitimate interest of the issuer, the offeror, or third parties at risk.

Sole Paragraph. The confidential information must be sent to the SRE by means of:
I – electronic correspondence addressed to the institutional address of the SRE with the subject “request for confidentiality”; or II – a sealed envelope, in which the word “confidential” must appear prominently.

Section VII – Instrument

Art. 13. The OPA instrument must be signed jointly by the offeror and the intermediary institution and must contain, in addition to the requirements described in Annex B to this Resolution, the following:
I – declaration by the offeror, when it is the controlling shareholder or a person linked to them or the company itself, that it undertakes to pay to the holders of shares in circulation, who accept the OPA, the higher difference, if any, between the price they receive for the sale of their shares, updated

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

in accordance with the OPA instrument and the legislation in force, and adjusted for changes in the number of shares resulting from bonuses, splits, consolidations, and conversions that may have occurred, and:
a) the price per share that would be due, or may become due, should it occur, within a period of 1 (one) year counted from the date of the OPA auction, a fact that would impose, or may impose, the realization of a mandatory OPA, among those referred to in items I to III of art. 2º; and b) the value to which they would be entitled, if they were still shareholders and dissented from the deliberation of the target company that approves the realization of any corporate event that allows the exercise of the dissenters' rights, when this event occurs within a period of 1 (one) year, counted from the date of the OPA auction; II – declarations by the offeror and the intermediary institution that they are unaware of the existence of any facts or circumstances, not revealed to the public, that may significantly influence the results of the target company or the quotations of the shares subject to the OPA; III – declaration by the offeror that it has complied with the obligations provided for in § 1º of art. 8º; IV – declaration by the offeror regarding the price per share of the target company in relevant private negotiations, between independent parties, involving the offeror, the controlling shareholder, or persons linked to them, carried out in the last 12 (twelve) months; V – declaration by the intermediary institution that it has complied with the obligations provided for in § 2º of art. 8º; and VI – other information considered necessary by the CVM to guarantee the perfect clarification of the market.

§ 1º The payment referred to in item I of the caput is not mandatory if the information about the future occurrence of the mandatory OPA or the corporate event referred to therein has already been disclosed at the time of the disclosure of the OPA notice.

§ 2º Except in the case of an OPA for the transfer of control, the instrument of any OPA formulated by the controlling shareholder, a person linked to them, or the company itself, which aims to acquire more than 1/3 (one third) of the shares of the same species or class in circulation, must contain a declaration by the offeror that, should it acquire more than 2/3 (two thirds) of the shares of the same species and class in circulation, it will be obliged to acquire the remaining shares in circulation, within a period of 3 (three) months, counted from the date of the realization of the auction, at the final price of the OPA auction, updated until the date of the effective payment, in accordance with the OPA instrument and the legislation in force, with payment in no more than 15 (fifteen) days counted from the last of the following events to occur:
I – exercise of the option by the shareholder; or II – payment to other shareholders who accepted the OPA, in the case of an OPA with installment payment.

§ 3º For the purpose of § 2º, and exclusively when it concerns public swap offers, mixed, or alternative (art. 7º II, III, and § 1º), it is lawful for the offeror to establish up to three dates, one of which must necessarily be the last day of the period referred to therein, for the start of the flow of the period of 15 (fifteen) days referred to in § 2º.

§ 4º When the OPA is formulated by a third party who is not the target company, the controlling shareholder, or persons linked to them, the company must, at the request of the offeror, provide them, within 2 (two) business days, with the nominal list referred to in item XV of art. 1º of Annex B, in the form of § 1º of art. 100 of Law No. 6.404, of 1976.

§ 5º When it concerns an OPA not subject to registration, or formulated by a third party who is not the target company, the controlling shareholder, or persons linked to them, or by the administrators or persons linked to them, the instrument must contain, in addition to the requirements of this article and Annex B, the information referred to in items I and II of art. 13 of Annex C.

§ 6º If the OPA price is different from the price practiced in the negotiations disclosed in accordance with item IV of the caput, the offeror must justify why this price was not adopted.

Section VIII – Disclosure

Art. 14. The OPA instrument must be disclosed to the market, in the form of a notice, within 10 (ten) days after obtaining registration with the CVM, when this is required.

§ 1º From the OPA instrument, if applicable, the date of approval of the OPA registration application with the CVM must also appear, with the information, highlighted, that the approval of the OPA registration application does not imply, by the CVM, guarantee of the truthfulness of the information provided, judgment on the quality of the target company, or the price offered for the shares subject to the OPA.

§ 2º For the purposes of the disclosure referred to in the caput of this article, the notice must be sent by the offeror to the director of investor relations of the target company, so that they transmit it immediately to the market, remaining available to interested parties, at a minimum, on the

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

worldwide computer network, on the pages of the CVM and of the entity administering where the OPA auction must be held.

§ 3º Without prejudice to the provisions of § 2º, the publication of the notice by the offeror, in accordance with art. 289 of Law No. 6.404, of 1976, is:
I – mandatory, in the case of an OPA for the acquisition of control; and II – optional, in other cases.

Section IX – Auction

Art. 15. The OPA must be effected in an auction in the organized market environment where the shares subject to the OPA are admitted to trading.

§ 1º The acceptance or non-acceptance of the OPA must occur in the auction, which must be held within a minimum period of 30 (thirty) and maximum of 45 (forty-five) days, counted from the date of disclosure of the notice, and must comply with the rules established by the entity administering the organized market responsible for the auction.

§ 2º The auction must adopt procedures that ensure:
I – the possibility of raising the price to be paid for the shares during the auction, extending the new price to all accepting shareholders of previous bids, observing the price differentiation among the various classes or species of shares, if any, and the possibility of raising the price only for one or some classes or species of shares, also observing the provisions of § 7º; and II – except in the OPA for the acquisition of control, the possibility of buyer interference, observing the provisions in §§ 4º, 5º, and 8º below.

§ 3º Within up to 4 (four) business days after the realization of the auction, the entity administering the organized market must send to the CVM the statements regarding the auction.

§ 4º The interested party in interfering in the auction must disclose to the market, with 10 (ten) days of advance notice, in the form provided for in art. 14, that they intend to interfere in the auction, providing the information provided for in items I, III, and IX to XIII of art. 1º of Annex B, as applicable.

§ 5º Exclusively when it concerns an OPA with a cash price, the first buyer interference must be at least 5% (five percent) higher than the last price offered.

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

§ 6º The CVM may, at the request of the offeror, authorize that the OPA be effected by means other than the auction referred to in this article.

§ 7º In the case of an OPA for the acquisition of control, the offeror cannot raise the price in the auction if a notice or registration request for a competing OPA for the acquisition of control has been disclosed.

§ 8º When admitted, buyer interference may cover a lot of shares lower than the object of the OPA, with pro-rata allocation, except in the OPA for cancellation of registration and the OPA for increase of participation, cases in which the interference must cover the total lot.

Section X – Competing OPA

Art. 16. The competing OPA must observe the rules applicable to the type of OPA in which it fits and also the provisions of this article.

§ 1º The declarations of the competing offeror referred to in item I of the caput and § 2º, both of art. 13, will only become effective if he, or a person linked to him, is or becomes the controlling shareholder of the target company.

§ 2º The competing OPA must be launched, or have its registration requested, up to 10 (ten) days before the date scheduled for the realization of the auction of the OPA it competes with.

§ 3º The competing OPA must be launched at a price at least 5% (five percent) higher than that of the OPA it competes with.

§ 4º The launch of a competing OPA renders ineffective the manifestations that have already been made regarding the acceptance of the OPA it competes with.

§ 5º Once a competing OPA has been launched, it is lawful for both the initial offeror and the competing offeror to increase the price of their offers by any amounts and as many times as they deem appropriate, observing the provisions of art. 6º.

§ 6º The competing OPA that depends on registration must observe the same requirements, procedures, and periods established in art. 11.

§ 7º The competing OPA may be of a different type than the OPA it competes with.

Art. 17. If there is disclosure of a notice or request for registration of a competing OPA, the CVM may:
I – postpone the date of the auction of the previously launched OPA;

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

II – establish a maximum period for the presentation and acceptance of final proposals from all offerors; or III – determine the realization of a joint auction, fixing the date, time, and rules for its realization.

Sole Paragraph. In the case of item III of the caput, the prerogative to fix the date, time, and rules for the realization of the auction may be delegated to the entity administering the organized market where the auction must take place.

Section XI – Prohibitions

Art. 18. The target company, the controlling shareholder, and persons linked to them are prohibited from effecting a new OPA targeting the same shares subject to a previous OPA, except after the lapse of a period of 1 (one) year, counted from the auction of the previous OPA, unless they are obliged to do so, or if they extend to the acceptors of the previous OPA the same conditions of the new OPA, paying them the updated price difference, if any.

Art. 19. In the OPA formulated by the target company, the controlling shareholder, or persons linked to them, if acceptance occurs by holders of more than 1/3 (one third) and less than 2/3 (two thirds) of the shares in circulation, the offeror may only:
I – acquire up to 1/3 (one third) of the shares in circulation of the same species and class, with pro-rata allocation among the acceptors, observing, if applicable, the provisions of the caput and § 1º of art. 48; or II – withdraw from the OPA, provided that such withdrawal has been expressly manifested in the OPA instrument, subject only to the condition that the offer is not accepted by shareholders holding at least 2/3 (two thirds) of the shares in circulation.

§ 1º If the provisions of the caput and § 1º of art. 48 are not applicable, the limit of 1/3 (one third) provided for in item I must be calculated based on the number of shares existing in circulation on the date of the closure of the first public distribution offer of shares of the company or, if no offer has been made, on the date of obtaining the registration of the company for trading of shares in regulated securities markets.

§ 2º The provisions of the caput do not apply to the OPA:
I – for the transfer of control;
II – for increase of participation; and

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 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. 85, OF MARCH 31, 2022

III – resulting, in accordance with the regulations of the entity administering organized markets, from:
a) withdrawal of a specific type or class of securities from trading in organized markets; or b) exit from a special trading segment that ensures, through contractual linkage, differentiated corporate governance practices.

Art. 20. During the period of the OPA, the offeror and related persons are prohibited from:
I – alienating, directly or indirectly, shares of the same type and class as the shares subject to the OPA; II – acquiring shares of the same type and class as the shares subject to the OPA, in the case of a partial OPA; and III – carrying out operations with derivatives referenced in shares of the same type and class as the shares subject to the OPA.

Sole Paragraph. The prohibition provided for in item I of the caput does not prevent the offeror from alienating its shares to third parties in the auction.

Art. 21. The price per share of the OPA cannot be lower than the highest price per share paid by the offeror or related persons in transactions carried out during the period of the OPA.

Sole Paragraph. If the offeror or related persons acquire shares after the publication of the notice at a price higher than the offered price, the offeror must, within 24 (twenty-four) hours, increase the OPA price, by modifying the respective instrument, in accordance with Art. 6.

CHAPTER IV – OPA FOR CANCELLATION OF REGISTRATION
Section I – Requirements for Cancellation

Art. 22. The cancellation of the registration for trading of shares in the regulated securities markets may only be approved by the CVM if preceded by an OPA for cancellation of registration, formulated by the controlling shareholder or by the open company itself, and having as its object all shares issued by the target company, observing the following requirements:
I – the offered price must be fair, as established in § 4 of Art. 4 of Law No. 6.404, of 1976, and taking into account the valuation referred to in § 1 of Art. 9; and

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 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. 85, OF MARCH 31, 2022

II – shareholders holding more than 2/3 (two-thirds) of the circulating shares must accept the OPA or expressly agree to the cancellation of registration, considering as circulating shares, for this sole effect, only those shares whose holders expressly agree to the cancellation of registration or qualify for the OPA auction, in accordance with Art. 26.

Sole Paragraph. Without prejudice to the applicable legal restrictions, when the OPA for cancellation of registration is carried out by the company itself, the trading limits with its own shares established by the CVM in its own regulations only apply if the acceptance requirement of item II of this article is not met, observing, in this case, the limit set forth in item I of Art. 19.

Art. 23. If the controlling shareholder, a person related to it, or the company carry out an OPA for cancellation of registration within a period of less than 1 (one) year, counted from the date of homologation of the last public subscription with the entry of new shareholders in the target company, the price to be offered for the circulating shares must be, at minimum, equal to the price obtained by the shares in said capital increase, duly updated in accordance with the OPA instrument and current legislation, and adjusted in a manner to consider, in the price calculation, changes in the number of shares resulting from bonuses, splits, consolidations, and conversions that may have occurred.

Sole Paragraph. The provisions of the caput of this article apply to private subscriptions, provided that, at minimum, 1/3 (one-third) of the shares subject to the capital increase, excluding those subscribed by the controlling shareholder in the exercise of its preemptive rights, have been subscribed by minority shareholders and third parties, and at least 10% (ten percent) of the shares of the same type and class as those subject to the capital increase remain in circulation, with the period established in the caput counted from the date of homologation of the capital increase.

Section II – Instrument

Art. 24. The instrument of the OPA for cancellation of registration for trading of shares in the regulated securities markets, in addition to the requirements established in Art. 13, must obligatorily contain:
I – summons of shareholders who wish to express their agreement regarding the cancellation of registration, specifying the deadline and procedure to be adopted for such purpose; II – declaration that, if the company exercises the option provided for in § 5 of Art. 4 of Law No. 6.404, of 1976, the deposit of the redemption value must be made within 15 (fifteen) days,

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 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. 85, OF MARCH 31, 2022

counted from the redemption decision, in a financial institution capable of making payments to shareholders, at minimum, in the location of the company's headquarters and the entity administering the organized market in which the shares are admitted to trading, and in the capitals of all states of the Country; and III – in cases of OPA launched by the company itself, direction for electronic access to the resolution of the company's body that approved the launch of the OPA, containing, at minimum, the justification of the operation, the lack of need to raise resources through public subscription of shares within 2 (two) years, and the reference to the existence of reserves required by law.

Sole Paragraph. The carrying out of the deposit referred to in item II of the caput must be disclosed through a notice of relevant fact.

Section III – Auction

Art. 25. In the OPA for cancellation of registration, shareholders must be considered:
I – agreeing with the cancellation of registration, if they accept the OPA, selling their shares in the auction, or expressly manifesting their agreement with the cancellation; or II – disagreeing with the cancellation of registration, if, having qualified for the auction, in accordance with Art. 26, they do not accept the OPA.

§ 1st The shares of shareholders who do not expressly manifest agreement with the cancellation of registration, nor qualify for the auction in accordance with Art. 26, are not considered as circulating shares, for the purposes of item II of Art. 22, being permitted, however, to alienate such shares in the manner and within the deadline provided for in § 2 of Art. 13.

§ 2nd The instrument of express manifestation of agreement with the cancellation of registration must contain, in highlight, the shareholder's declaration that they are aware that:
I – their shares will be unavailable until the settlement of the OPA auction; and II – after cancellation, they will not be able to alienate their shares in the organized market environment in which they were admitted to trading.

Art. 26. In the auction of the OPA for cancellation of registration, in addition to the rules established in Art. 15, a procedure must be adopted that allows monitoring, throughout the auction, the quantity of shares of shareholders who have agreed to the cancellation of registration, as well as the sum of that quantity of shares with those held by shareholders who accept the OPA.

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 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. 85, OF MARCH 31, 2022

§ 1st All shareholders holding circulating shares who intend to participate in the auction or dissent from the cancellation of registration, as well as shareholders who have expressly manifested agreement with the cancellation of registration, must register, by the day before the auction, a brokerage firm to represent them in the OPA auction.

§ 2nd The brokerage firms, registered in accordance with § 1st, must communicate to the entity administering the organized market in which the auction will take place, by the time determined by such entity, the quantity of shares of the shareholders that will be represented by them in the OPA auction, and the sum of the shares informed by all brokerage firms will constitute the total of circulating shares for the purpose of calculating the quantity of acceptors and agreeers referred to in item II of Art. 22.

§ 3rd The minimum quantity referred to in item II of Art. 22 must be calculated by adding the sell orders issued with the express manifestations of agreement with the cancellation of registration, ending the auction upon the expiration of the period provided for its realization, or when the minimum quantity referred to in item II of Art. 22 is reached, whichever occurs first.

§ 4th The express manifestations of agreement with the cancellation of registration and the orders of acceptance of the offer shall be made by the brokerage firms, the silence of shareholders qualified in accordance with § 1st being considered as disagreement with the auction.

§ 5th The brokerage firms must documentally prove, within 24 (twenty-four) hours counted from the closing of the auction, to the entity administering the organized market in which the auction took place, and to the intermediary institution, the legitimacy of the representation of the shareholders who qualified, in accordance with § 1st.

§ 6th The brokerage firms must ensure that the shareholders they registered are legitimately represented and possess, on the date of the auction, the qualified shares.

§ 7th The intermediary institution and the entity administering the organized market in which the auction takes place must adopt all complementary measures necessary for the perfect compliance with the requirements imposed in this article, or other that replace them with equal results.

Section IV – Revision of the Offer Price

Art. 27. In the event of revision of the OPA price, as provided for in Art. 4-A of Law No. 6.404, of 1976, and provided that there is no withdrawal by the offeror, the auction must be started at the new price and a notice of relevant fact must be published informing about the price revision and the maintenance or withdrawal of the OPA.

Art. 28. In the revision of the OPA price, the following procedure must be adopted:
I – the request for summoning the special assembly of shareholders holding circulating shares, duly justified and accompanied by elements of conviction that demonstrate the failure or imprecision in the employment of the calculation methodology or the valuation criterion adopted, must be formulated within 15 (fifteen) days, counted from the publication of the public offer value, in accordance with § 1 of Art. 4-A of Law No. 6.404, of 1976, and will suspend the course of the registration process or, if already granted, the deadline of the OPA notice, postponing the respective auction, and the offeror must provide for the publication of a notice of relevant fact giving notice of the postponement and the date set for the special assembly;

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 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. 85, OF MARCH 31, 2022

II – if the special assembly decides against the carrying out of a new valuation of the company, the course of the registration process, or of the OPA itself for the remaining period, as the case may be, must be resumed, and the offeror must provide, in the latter hypothesis, for the publication of a notice of relevant fact, with the new date for the realization of the auction; III – if the assembly decides for the carrying out of a new valuation, and the valuation report comes to determine a value equal to or lower than the initial value of the OPA, the course of the registration process, or of the OPA itself for the remaining period, as the case may be, must be resumed, and the offeror must provide, in the latter hypothesis, for the publication of a notice of relevant fact, with the new date for the realization of the auction; and IV – if the special assembly decides for the carrying out of a new valuation, and the valuation report comes to determine a value higher than the initial value of the OPA, the offeror must publish, within 5 (five) days, counted from the presentation of the report, a notice of relevant fact, informing whether it maintains the OPA or withdraws from it, clarifying, in the first hypothesis, that the course of the registration process, or of the OPA itself for the remaining period, as the case may be, will be resumed, and the offeror must provide, in the latter hypothesis, for the publication of a notice of relevant fact, with the new date for the realization of the auction and the new price.

§ 1st The 15 (fifteen) day period referred to in item I only begins after the delivery of the original valuation report to the CVM, or after its availability in accordance with § 6 below, if this occurs earlier, and the offeror must publish a notice of relevant fact, giving notice of such delivery.

§ 2nd The revision valuation report must be prepared by a firm that meets the requirements of §§ 1 and 2 of Art. 9, and observe all requirements established in Annex C.

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 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. 85, OF MARCH 31, 2022

§ 3rd The special assembly that decides for the carrying out of a new valuation must appoint the person responsible for preparing the report, approve its remuneration, establish a period not exceeding 30 (thirty) days for the completion of the services, and determine that the report be sent to the target company, through its investor relations director, to the entity administering the organized market in which the auction must take place, and to the CVM, in the specific format indicated by it.

§ 4th The administration of the target company must collaborate with the appraiser, aiming at the availability of the elements necessary for the preparation of the valuation report.

§ 5th The institution responsible for preparing the valuation report must also, on the same date of delivery of the report to the CVM, communicate the result of the valuation to the intermediary institution, so that it and the offeror adopt the appropriate measures, among those provided for in items III and IV of the caput.

§ 6th The valuation report referred to in this article must be made available in the same places, and in the same format, as the valuation report referred to in Art. 9.

§ 7th The minutes of the special assembly referred to in this article must indicate the name of the shareholders who voted in favor of the proposal for the carrying out of a new valuation, for the purpose of eventual application of § 3 of Art. 4-A of Law No. 6.404, of 1976.

Art. 29. The redemption price referred to in § 5 of Art. 4 of Law No. 6.404, of 1976, must be increased by interest at the Selic rate, or, if it ceases to be calculated, another rate that comes to replace it, from the date of settlement of the OPA until the date of deposit of the redemption.

§ 1st In offers for cancellation of registration whose consideration includes securities:
I – the payment of the redemption must be made in securities of the same type and class as those offered in the OPA; and II – if there is also consideration in currency, the payment of the redemption must comprise:
a) the same quantity per share of securities offered in the OPA; and b) the value in currency per share offered in the OPA, increased by interest, in accordance with the caput.

§ 2nd In alternative offers, the shareholder must be offered the opportunity to choose the form of settlement of the redemption, whether in currency or in securities of the same type and class as those offered in the OPA.

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 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. 85, OF MARCH 31, 2022

CHAPTER V – OPA FOR INCREASE OF PARTICIPATION
Section I – Incidence Scenarios

Art. 30. The OPA for increase of participation, as provided for in § 6 of Art. 4 of Law No. 6.404, of 1976, must always be carried out when the controlling shareholder, a person related to it, and other persons acting in concert with the controlling shareholder or a person related to it, acquire, by another means other than an OPA, shares representing more than 1/3 (one-third) of the total of shares of each type and class in circulation, observing the provisions of the caput and § 1 of Art. 48.

§ 1st The OPA referred to in the caput must have as its object all shares of the affected class or type.

§ 2nd The registration request for the OPA referred to in the caput must be presented to the CVM within 30 (thirty) days, counted from the date on which the scenario of the caput is verified.

§ 3rd The persons mentioned in the caput may adopt the alternative procedure referred to in Art. 32, under the conditions referred to therein.

§ 4th If the provisions of the caput and § 1 of Art. 48 are not applicable, the limit of 1/3 (one-third) provided for in the caput must be calculated based on the number of circulating shares on the date of closing of the first public distribution offer of shares of the company or, if no offer has been made, on the date of obtaining the registration of the company for trading of shares in regulated securities markets.

§ 5th Once the limit of 1/3 (one-third) of the circulating shares provided for in the caput is exceeded, the controller, a person related to it, and other persons acting in concert with the controlling shareholder or a person related to it can only carry out new acquisitions of shares through an OPA for increase of participation.

Section II – Revision of the Offer Price

Art. 31. In the event of revision of the OPA price, as provided for by Art. 4-A of Law No. 6.404, of 1976, withdrawal of the OPA by the offeror is not permitted, unless it adopts the alternative procedure referred to in Art. 32.

Sole Paragraph. The revision of the OPA price must follow the procedures established in Arts. 27 and 28.

Section III – Alternative Procedure to OPA

Art. 32. If any of the scenarios of Art. 30 is verified, the controlling shareholder may request authorization from the CVM not to carry out the OPA for increase of participation, provided that it commits to alienate the excess participation within 3 (three) months, counted from the occurrence of the acquisition.

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 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. 85, OF MARCH 31, 2022

§ 1st The shares alienated in accordance with the caput cannot have as acquirers persons related to the controlling shareholder, nor persons acting in concert with him or with persons related to him.

§ 2nd If the shares are not alienated within the period and in the manner provided for in the caput and § 1 of this article, the controlling shareholder must present to the CVM a registration request for OPA for increase of participation within 30 (thirty) days, counted from the end of the period established in the caput.

§ 3rd The alternative procedure to the OPA for increase of participation can only be used once every 2 (two) year period.

§ 4th The CVM may extend once the period referred to in the caput, if it verifies, upon request by the interested party, that the alienation of the entire block within the initial period may significantly affect the quotations of the shares in the organized market environment in which they are admitted to trading.

CHAPTER VI – OPA FOR TRANSFER OF CONTROL
Section I – Incidence Scenario, Object, and Price

Art. 33. The OPA for transfer of control of an open company is mandatory, in accordance with Art. 254-A of Law No. 6.404, of 1976, whenever there is transfer, directly or indirectly, of the control of an open company, and must have as its object all shares issued by the company to which the full and permanent right to vote is attributed, by legal or statutory provision.

§ 1st The OPA must be formulated by the acquirer of the control, and its instrument must contain, in addition to the requirements established by Art. 13, reference to the notice of relevant fact published when the transfer of control occurred, without prejudice to the provisions of item I of § 1 of Art. 44, if applicable.

§ 2nd The registration request for the OPA referred to in the caput must be presented to the CVM within a maximum period of 30 (thirty) days, counted from the celebration of the definitive instrument of transfer of the shares representing the control, whether the carrying out of the OPA constitutes a suspensive condition or a resolutive condition of the transfer.

SECURITIES 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 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. 85, OF MARCH 31, 2022

§ 3rd The registration of the Public Offer (OPA) by the CVM implies authorization for the transfer of control, on the condition that the public offer is to be carried out in accordance with the approved terms and regulatory deadlines.

§ 4th For the purposes of this Resolution, transfer of control is understood as the operation, or set of operations, involving the transfer of securities with voting rights, or convertible into them, or the onerous assignment of subscription rights for these securities, carried out by the controlling shareholder or by persons belonging to the control group, through which a third party, or a set of third parties representing the same interest, acquires control power over the company, as defined in art. 116 of Law No. 6,404, of 1976.

§ 5th Without prejudice to the definition contained in § 4th, the CVM may impose the carrying out of a Public Offer (OPA) for transfer of control whenever it verifies that the onerous transfer of control of an open company has occurred.

§ 6th In the case of indirect transfer of shareholding control:
I – the offeror must submit to the CVM, together with the registration request, the justified demonstration of the method for calculating the price due by virtue of art. 254-A of Law No. 6,404, of 1976, corresponding to the transfer of control of the target company; and II – the CVM may, within the deadline provided for in § 3rd of art. 11, determine the presentation of an appraisal report of the target company.

§ 7th In transfers with cash payment, the price of the Public Offer (OPA) must be at least equal to 80% (eighty percent) of the price paid to the controller, plus interest at the Selic rate or, if this rate ceases to be calculated, another rate that comes to replace it, from the date of payment to the controller until the date of financial settlement of the Public Offer (OPA).

§ 8th In transfers where the consideration is securities, the acquirer must offer shareholders securities of the same species and class as those offered to the controlling shareholder, being permitted to formulate an alternative offer in cash or other securities, provided that the choice lies with the recipients of the offer.

Section II – Premium Offer for Shareholder Retention

Art. 34. In accordance with § 4th of art. 254-A of Law No. 6,404, of 1976, the acquirer of shareholding control may offer minority shareholders, recipients of the Public Offer (OPA), a premium at least equivalent to the difference between the market value of the shares and the price paid per share included in the control block.

§ 1st If such option is offered, shareholders may express, in the Public Offer (OPA) auction, their option to receive the premium, instead of accepting the Public Offer (OPA), understanding that all shareholders who do not express themselves accept and are entitled to the premium.

§ 2nd For the purpose of calculating the premium referred to in the main text, market value is understood as the weighted average quotation of the shares subject to the offer, in the last 60 (sixty) trading sessions held before the disclosure of the relevant fact notice that announced the transfer of control.

§ 3rd In the event that the Public Offer (OPA) covers the premium referred to in the main text, the instrument must specify the period during which the payment of the premium will be available to shareholders, which cannot be less than 3 (three) months, as well as the financial institution responsible for the payment, capable of making payments to shareholders, at least in the location of the company's headquarters and the entity administering the organized market where the shares are admitted to trading, and in the capitals of all states of the Country.

§ 4th At the request of the offeror, the CVM may approve a premium offer different from that referred to in the main text, provided that:
I – the acceptance of the Public Offer (OPA) itself remains optional for the recipients of the offer; II – acceptors of the premium offer are granted the option referred to in § 2nd of art. 13, deducting from the price due in case of exercise of the option the amount already received as payment of the premium; and III – the conditions of the premium offer are equitable.

CHAPTER VII – VOLUNTARY PUBLIC OFFER

Art. 35. Any voluntary Public Offer (OPA), original or competing, of shares of an open company, whether it concerns part or all of the shares issued by the company, must comply with the provisions of arts. 4th to 10 and 13 to 21, insofar as applicable.

CHAPTER VIII – PUBLIC OFFER FOR ACQUISITION OF CONTROL

Art. 36. The voluntary Public Offer (OPA) for the acquisition of control of an open company, referred to in art. 257 of Law No. 6,404, of 1976, depends only on registration with the CVM if it involves exchange for securities, and must observe the following:

I – the general procedure and the special procedure applicable to any voluntary Public Offer (OPA) apply, as well as the requirements of this Chapter; II – the offeror must disclose the same information required for the Public Offer (OPA) for transfer of control, if available to them; and III – the Public Offer (OPA) must concern at least a quantity of shares capable of, added to those of the offeror, persons linked to them, and those acting in concert with them, ensuring control of the open company.

Art. 37. The Public Offer (OPA) instrument for acquisition of control, except in the case of a partial Public Offer (OPA), must contain a declaration by the offeror that they will be obliged to acquire, after the Public Offer (OPA), the remaining circulating shares of the same species and class, for a period of 30 (thirty) days, counted from the date of the auction, at the final price of the Public Offer (OPA).

§ 1st The price provided for in the main text must be updated in accordance with the Public Offer (OPA) instrument.

§ 2nd The actual payment for the remaining circulating shares must occur within 15 (fifteen) days counted from the last of the following events to occur:
I – exercise of the option by the shareholder; or II – payment to other shareholders who accepted the Public Offer (OPA), in the case of a Public Offer (OPA) with deferred payment.

§ 3rd For the purpose of the main text, and exclusively when it concerns public offers of exchange, mixed or alternative (art. 7th, items II and III and § 1st), it is lawful for the offeror to establish up to 3 (three) dates, one necessarily being the last day of the period referred to in the main text, for the start of the flow of the 15 (fifteen) day period referred to in § 2nd.

Art. 38. In a partial Public Offer (OPA) for acquisition of control, the recipients of the Public Offer (OPA) must be assured, by express provision in the notice, the option to condition their acceptance to the success of the Public Offer (OPA).

§ 1st For the purposes of this article, an offer is considered successful if it receives unconditional acceptances for a quantity of shares capable of, added to the shares of the offeror, persons linked to them, and those acting in concert with them, ensuring control of the company.

§ 2nd If the Public Offer (OPA) is successful, in accordance with § 1st, the acquirer may acquire all the shares subject to the offer, proceeding to pro-rata allocation among all who accept the Public Offer (OPA), even if they do so conditionally.

§ 3rd If the Public Offer (OPA) is not successful in accordance with § 1st, the offeror may not acquire shares through the Public Offer (OPA).

§ 4th In the partial Public Offer (OPA) auction for acquisition of control, a procedure must be adopted that allows monitoring, throughout the auction, the quantity of shares of shareholders who accept the Public Offer (OPA) unconditionally.

§ 5th Shareholders wishing to participate in the auction must credential a brokerage firm to represent them by the day before the auction.

§ 6th The brokerage firms, credentialed in accordance with § 5th, must communicate to the entity administering the organized market where the auction will take place, by the time determined by such entity, the quantity of shares of shareholders that will be represented by them in the Public Offer (OPA) auction.

§ 7th The entity administering the organized market where the auction takes place must adopt all complementary measures necessary for the perfect compliance with the requirements imposed in this article.

Art. 39. Within 3 (three) business days counted from the date of disclosure of the Public Offer (OPA) notice for acquisition of control, the target company must provide the following information to the market, through an electronic system available on the CVM page on the worldwide computer network:

I – number, class, species and type of securities of the target company held:
a) by the target company itself; b) by administrators; c) by persons linked to the target company; and d) by persons linked to administrators;

II – number, class, species and type of securities of the target company borrowed or granted as loan:
a) by the target company; b) by administrators; c) by persons linked to the target company; and d) by persons linked to administrators;

III – detailed description of the exposure to derivatives referenced in securities of the target company by:
a) the target company; b) administrators; c) persons linked to the target company; and d) persons linked to administrators;

IV – report of transactions with securities of the target company or derivatives referenced in securities of the target company carried out by (i) the target company itself, (ii) each of its administrators, (iii) persons linked to the target company and (iv) persons linked to administrators, from 3 (three) months before the start date of the Public Offer (OPA) period until the date of disclosure of the information provided for in this article, informing the dates on which the transactions occurred, the type, species, class and quantity traded, grouped by date, as well as the average price on each trading date;

V – detailed description of any contracts, pre-contracts, options, letters of intent or legal acts in force providing for the acquisition or transfer of securities of the target company of which they are parties or beneficiaries:
a) the target company itself; b) its administrators; and c) persons linked to the target company or to its administrators;

VI – description and analysis of any economic consequences of the Public Offer (OPA) for the administrators of the target company, including, among others, extraordinary payments and early exercise of stock purchase options; and

VII – position held (i) by the target company itself and persons linked to it and (ii) by its administrators or persons linked, in securities of the offeror, including, at minimum:
a) number, class, species and type of securities held; b) number, class, species and type of securities borrowed or granted as loan; and c) detailed description of their exposure to derivatives referenced in securities of the offeror.

Sole Paragraph. The information regarding administrators and persons linked to them required by this article may be consolidated by a body of the company's administration.

Art. 40. If the board of directors of the target company decides to express itself in favor or against the acceptance of the Public Offer (OPA) for acquisition of control:

I – the expression must address all relevant aspects for the investor's decision, especially the price offered in the Public Offer (OPA); II – the expression must describe relevant changes in the financial situation of the target company that have occurred since the date of the last financial statements or quarterly information disclosed to the market; and III – a copy of the expression must be disclosed to the market through an electronic system available on the CVM page on the worldwide computer network.

Art. 41. During the period of the Public Offer (OPA) for acquisition of control, the offeror and linked persons must communicate to the market:

I – transactions carried out during the period of the Public Offer (OPA), directly or indirectly, with securities of the target company, informing the dates on which the transactions occurred, the type, species, class and quantity traded, grouped by date, as well as the average price on each trading date; II – the signing of a contract, pre-contract, option, letter of intent or any other legal act providing for the acquisition or transfer of securities of the target company, informing the quantity of securities and describing the price and other terms and conditions of each legal act; and III – the signing of a contract, pre-contract, option, letter of intent or any other legal act with the target company, its administrators or shareholders holding shares representing more than 5% (five percent) of the shares subject to the Public Offer (OPA), or with any person linked to the above persons.

§ 1st The reports made in compliance with the main text must also include the following information:

I – number, class, species and type of securities of the target company held on the date of the report;

II – number, class, species and type of securities of the target company borrowed or granted as loan, on the date of the report; and

III – detailed description of the exposure to derivatives referenced in securities of the target company on the date of the report.

§ 2nd The obligations provided for in the main text and in § 1st also apply to:

I – the target company and linked persons;
II – the administrators of the target company and linked persons; and III – third parties who intend to interfere in the Public Offer (OPA) auction, from the date they manifest their intention to do so, in accordance with art. 15, § 4th.

§ 3rd The persons referred to in § 2nd must also communicate the carrying out of operations with derivatives referenced in shares of the target company, informing the nature of the derivatives, the consideration and main terms and conditions, grouping the transactions according to their nature and the date on which they occurred.

§ 4th The information regarding administrators and persons linked to them required by this article may be consolidated by a body of the company's administration.

Art. 42. During the period of the Public Offer (OPA) for acquisition of control, any person, or group of persons acting in concert or representing the same interest, who is the holder, directly or indirectly, of shares corresponding to 2.5% (two and a half percent) or more of the shares of a certain class or species of the target company, must communicate to the market:

I – any increase or decrease in their direct or indirect participation by more than 1% (one percent) of the shares of a certain class or species of the target company, also informing the dates on which the transactions occurred, the quantities traded, grouped by date, as well as the average price on each trading date; II – the signing of a contract, pre-contract, option, letter of intent or any other legal act providing for the acquisition or transfer of shares representing, together or individually, more than 1% (one percent) of the shares of a certain class or species of the target company, informing the quantity of shares and describing the price and other terms and conditions of each legal act; and III – the carrying out of operations with derivatives referenced in shares that, together or individually, represent more than 1% (one percent) of the shares of a certain class or species of the target company, informing the nature of the derivatives, the consideration and main terms and conditions, grouping the transactions according to their nature and the date on which they occurred.

§ 1st The communications made in compliance with the main text must also include the following information:

I – number, class, species and type of securities of the target company held on the date of the report;

II – number, class, species and type of securities of the target company borrowed or granted as loan, on the date of the report; and

III – detailed description of the exposure to derivatives referenced in securities of the target company on the date of the report.

§ 2nd The obligations provided for in the main text and in § 1st also apply to any person, or group of persons acting in concert or representing the same interest, who is the holder, directly or indirectly, of derivatives referenced in shares of the target company representing 2.5% (two and a half percent) or more of the shares of a certain species and class of the target company.

Art. 43. The information required by arts. 41 and 42 must be provided through a report including all operations carried out until 24 (twenty-four) hours, Brasília time, of that day, which must be sent to the investor relations director of the target company by 12 (twelve) hours, Brasília time, of the following day.

Sole Paragraph. The investor relations director of the target company must disclose the information received by the day following the receipt of the information, before the opening of trading in shares of the company in the Brazilian regulated markets where they are admitted to trading, through a system available on the CVM page on the worldwide computer network.

CHAPTER IX – EXCHANGE PUBLIC OFFER

Art. 44. Any public offer involving exchange for securities, including mixed and alternative offers (art. 7th, III and § 1st), depends on registration with the CVM, in accordance with art. 11, observing, moreover, the rules of arts. 4th to 10 and 13 to 21.

§ 1st Only securities admitted to trading in Brazilian regulated markets may be offered in exchange, observing, however, the following:

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 7 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. 85, OF MARCH 31, 2022

I – if it concerns a public offer for exchange (OPA) for the alienation of control in which the price paid by the acquirer involves assets or securities not admitted to trading, and in other special circumstances, in which equitable treatment and adequate information are ensured to the holders of the shares subject to the OPA, the CVM may admit that the public offer for exchange or mixed offer be settled with payment in assets or securities not admitted to trading in regulated markets; and II – for the purposes of the provisions of this article, certificates of shares admitted to trading in Brazilian regulated markets are included among the securities admitted to trading, including those issued by a financial institution authorized to operate in Brazil, backed by securities issued by foreign companies, provided that the latter obtain registration as a foreign issuer, in accordance with the regulations in force.

§ 2º The instrument of the OPA referred to in this article must also contain:
I – information on the exchange ratio, the quantity, type and class of the securities offered, the legal and statutory rights attributed to such securities, their trading history over the last 12 (twelve) months, and the treatment to be given to any fractions resulting from the exchange ratio, without prejudice to other information considered necessary by the CVM; II – information on the issuing company of the offered securities, in the same form required by the CVM for the public distribution of securities; and III – the price in reais, calculated according to the proposed exchange ratio, which will be used for the purposes of the declarations referred to in item I of the caput of art. 13, if applicable.

§ 3º Item II of § 2º may be replaced by incorporation by reference to the reference form of the issuing company of the securities to be assigned in the exchange, updated in accordance with the Resolution that provides for the registration of a securities issuer, observed, in this case, § 4º.

§ 4º In the case of § 3º, the instrument of the OPA referred to in this article must also contain information on the risk factors of the underlying distribution offer associated with the exchange.

CHAPTER X – FINAL AND TRANSITORY PROVISIONS
Section I – Exceptional Situations

Art. 45. Subject to the requirements of Law No. 6,404, of 1976, in exceptional and duly justified situations, the CVM, provided it is previously consulted, may approve the waiver or the adoption of its own procedures and formalities to be followed, different from those provided for in this Resolution, including with regard to the disclosure of information to the public, if applicable.

§ 1º Examples of the exceptional situations referred to in the caput are those resulting from:
I – the company having an extraordinary concentration of its shares, or the difficulty in identifying or locating a significant number of shareholders; II – the small quantity of shares to be acquired compared to the number of shares in circulation, or the total value, objective or impact of the offer on the market; III – the type of registration of the open company, as defined in specific regulation; IV – it being an operation involving a company with negative net equity, or with paralyzed or interrupted activities; and V – it being an operation involving a simultaneous offer in markets not supervised by the CVM.

§ 2º The CVM may authorize the formulation of a single OPA, aiming at more than one of the purposes provided for in this Resolution, provided that it is possible to compatibilize the procedures of both OPA modalities, and there is no prejudice to the recipients of the offer.

§ 3º In the case of § 2º, the OPA must be formulated at a price that simultaneously satisfies the requirements of all the OPA modalities intended to be aggregated, without prejudice to the possibility of the offeror including more than one payment option.

Art. 46. At the request of the controlling shareholder, the CVM may authorize adjustments to the number of shares in circulation that serves as the basis for calculating the 1/3 (one third) limit provided for in arts. 19, item I, and 30, if this number has changed significantly after the dates established in the aforementioned devices and in art. 48, due to capital increases, public distribution offers or corporate operations.

Section II – Serious Infraction

Art. 47. It is considered a serious infraction, for the purposes of the provisions of art. 11, § 3º, of Law No. 6,385, of 1976, the non-compliance with the provisions of this Resolution.

Section III – Effectiveness Rules

Art. 48. For the purpose of applying the provisions of arts. 19, item I, and 30 to open companies existing on March 5, 2002, the 1/3 (one third) limit of the shares in circulation referred to in such devices must be calculated considering the shares in circulation on September 4, 2000, so that the shares acquired by the offeror, through a public offer, since that date, are deducted from the balance to be acquired.

§ 1º Also for the purpose of open companies existing on March 5, 2002, if the offeror, in the offers referred to in the caput of art. 19, has already reached the limit referred to in item I of the same article, calculated in the manner of the caput of this article, a new acquisition of shares can only be carried out through an OPA for increase in participation, with the limitations established therein.

§ 2º The provisions of this article do not prejudice the application of the provisions of § 1º of art. 30 to open companies existing on March 5, 2002.

Art. 49. The following are revoked:
I – CVM Instruction No. 361, of March 5, 2002; II – CVM Instruction No. 436, of July 5, 2006; III – CVM Instruction No. 487, of November 25, 2010; IV – CVM Instruction No. 492, of February 23, 2011; and V – CVM Instruction No. 616, of December 3, 2019.

Art. 50. This Resolution enters into force on May 2, 2022.

Signed electronically by
MARCELO BARBOSA
President

ANNEX A TO CVM RESOLUTION NO. 85, OF MARCH 31, 2022
Requirements of the OPA registration request

Art. 1º The OPA registration request must contain:
I – identification of the target company and the documents attached with reference to the normative command that determines their presentation; II – identification of a person responsible for receiving requirements and for representing the offeror before the CVM regarding the OPA registration request, with their phone numbers, address, e-mail and any other means of communication deemed appropriate; III – if there is a link between the shareholders of the target company, notably by shareholders' agreement, the indication of such relationship, especially with regard to the controlling shareholder, the offeror and the intermediary institution; IV – copy of the brokerage contract; V – when applicable, valuation report, in the format informed by the CVM; VI – draft of the OPA instrument, in the form in which it will be disclosed, in the format informed by the CVM; VII – nominal list, updated up to 10 (ten) days before the protocol of the OPA registration request with the CVM, of all shareholders of the target company, with their respective addresses and quantity of shares, discriminated by type and class, in the format informed by the CVM; VIII – description of the advertising material to be used for the disclosure of the OPA; IX – when it is an OPA for increase in participation or for alienation of control, copy of all and any contracts related to the operation that resulted in the increase in participation or alienation of control, including, for example, contracts for the purchase and sale of shares, contracts for the assumption of debt, contracts that regulate any compensation between the parties, contracts for the grant of purchase and sale options and contracts for the assignment of credits; X – free translation of any documents drafted in a foreign language; XI – reference to the corporate acts related to the OPA, indicating the page on the worldwide computer network where they can be consulted; and XII – proof of payment of the supervision fee due in accordance with the law.

ANNEX B TO CVM RESOLUTION NO. 85, OF MARCH 31, 2022
Requirements of the OPA Instrument

Art. 1º The OPA instrument must contain:
I – identification of the target company, the intermediary institution and the offeror, including, regarding the latter, when applicable, its controller, with the description of its corporate purpose, areas of operation and activities developed by it; II – express mention of the fact that it is an OPA and detailing its object, according to the OPA modality; III – number, class and type of the shares subject to the offer; IV – price or other form of consideration; V – main terms and conditions of the offer; VI – date, place and time of the start of the OPA auction; VII – other information related to the OPA auction, including warnings that shareholders who wish to accept the OPA, by selling their shares in the auction, must meet the requirements for the trading of shares contained in the operations regulation of the entity administering the organized market where the auction will take place, and that shareholders may accept the OPA through any person authorized to operate in the respective market; VIII – information on the target company, including:
a) table with its shareholding composition, with the nominal and percentage discrimination of the shares in circulation, separated by type and class, and also those owned by the controlling shareholder, persons linked to him, administrators and those in treasury; b) demonstrative table of the economic-financial indicators of the target company, relating to the last two fiscal years and the previous quarter made available to the CVM, prepared in consonance with the periodic information sent to the CVM; c) indication of the weighted average quotation price of the shares of the target company, discriminated by type and class, the net asset value per share and the economic value per share, in accordance with the valuation report; and d) information on the registration status of the target company with the CVM, when it is an offer formulated by the company itself, by the controlling shareholder or by a person linked to him; IX – number, class, type and kind of the securities of the target company held by the offeror or by linked persons; X – number, class, type and kind of securities of the target company borrowed or lent by the offeror or by linked persons; XI – exposure of the offeror and linked persons in derivatives referenced in securities of the target company; XII – detailed information on contracts, pre-contracts, options, letters of intent or any other legal acts disposing of the acquisition or alienation of securities of the target company of which the offeror or linked persons are parties or beneficiaries; XIII – detailed description of contracts, pre-contracts, options, letters of intent or any other similar legal acts entered into in the last 6 (six) months between:
a) the offeror or persons linked to him; and b) the target company, its administrators or shareholders holding shares representing more than 5% (five percent) of the shares subject to the OPA or any person linked to the above persons; XIV – the information that the valuation report, when applicable, and the notice are available to interested parties, accompanied by the indication of the locations where they can be accessed; XV – information that the nominal list of all shareholders of the target company, with their respective addresses and quantity of shares, discriminated by type and class, including in electronic media, is available to interested parties, upon identification and receipt, at the address of the offeror, at the headquarters of the target company, at the intermediary institution, at the CVM and at the entity administering the organized market where the OPA auction must take place; XVI – in the case of an exchange or mixed OPA, the same elements required in the specific CVM regulation for the announcement of the start of distribution of the securities of the same type as those offered; and XVII – the information referred to in art. 19.

Art. 2º The OPA instrument must also contain, if applicable, the date of approval of the OPA registration request with the CVM, with the information, in bold, that the approval of the OPA registration request does not imply, by the CVM, guarantee of the truthfulness of the information provided, judgment on the quality of the target company or the price offered for the shares subject to the OPA.

ANNEX C TO CVM RESOLUTION NO. 85, OF MARCH 31, 2022
Valuation Report

CHAPTER I – PRELIMINARY PROVISIONS

Art. 1º The information contained in the valuation report must be true, complete, precise, current, clear and objective.

Art. 2º The valuation report of the target company must reflect the valuer's opinion regarding the value or value interval reasonable for the object of the offer on the date of its preparation and must consist of a reasoned value analysis, in accordance with the provisions established in this Annex.

Art. 3º The valuer's opinion should not be understood as a recommendation of the offer price, which must be determined by the offeror.

Art. 4º The information contained in the valuation report must be based on the audited financial statements of the evaluated company, and may additionally be based on management information related to the evaluated company, provided by its administration or by third parties hired by it, and also on information available to the general public. Sole paragraph. Regarding management information, the valuer may only accept and use it if he considers it consistent.

Art. 5º The text of the valuation report must be presented in Portuguese, in accessible and easy-to-understand language, which allows shareholders and the general public to form a reasoned judgment about the offer and about the value of the shares of the evaluated company. Sole paragraph. Expressions in a foreign language must be translated in the Glossary.

Art. 6º The valuation report must contain the signatures and identification of the professionals responsible for the evaluation, as well as of the representative of the company responsible for the report.

Art. 7º The valuation report must present the information in the order established in this Annex, encompassing what is required by current legislation.

Art. 8º The information required in this Annex is considered minimum information, and the valuer may extend the compliance with this outline, complementing such information with others that he deems necessary and convenient to enrich and better support the content and results of the valuation report or to justify the values entered.

CHAPTER II – INDEX

Art. 9º The valuation report must contain an index, encompassing the subjects and the numbering of the pages.

CHAPTER III – EXECUTIVE SUMMARY

Art. 10. The valuation report must contain an Executive Summary that encompasses, summarily, at least the following information:
I – the main information and conclusions of the valuation report; II – the criteria adopted and the main premises used; III – the chosen evaluation method; IV – the discount rate used, if applicable; V – the value or value interval determined in each of the evaluation methodologies used, with presentation of a comparative table of the determined values; VI – indication of the evaluation criterion, among those contained in the report, that was considered by the valuer as the most adequate in defining the fair price, if applicable; and VII – the reasons why such criterion was chosen.

CHAPTER IV – INFORMATION ABOUT THE VALUER

Art. 11. The valuation report must present the following information regarding the valuer:
I – institution responsible for preparing the valuation report with description of the specialized and properly equipped area, with proof of experience in the evaluation of open companies, describing the evaluations made in the last 3 (three) years and presenting the credentials that qualify it for preparing the valuation report, including recent experience in evaluations of companies in the sector of operation of the evaluated company; II – detailed description of the internal process for approving the valuation report by the evaluating institution; III – identification and qualification of the professionals responsible for the valuation report, mainly regarding the credentials and experience that qualify them for preparing the valuation report in question; and IV – declaration of the valuer:
a) regarding the quantity of securities issued by the target company, and derivatives referenced in them, that he himself, his controller and persons linked to them are holders of, or that are under his discretionary administration 1; b) commercial and credit information of any nature that may impact the valuation report; c) that he has no conflict of interest that diminishes the independence necessary for the performance of his functions; d) regarding the cost of the valuation report, specifying the fixed component and the contingent or variable component of his remuneration; and e) of the values received from the offeror and the target company, as remuneration for any consulting, evaluation, audit and similar services, in the 12 (twelve) months prior to the registration request, discriminating, among the values received, those related to the preparation of the valuation report.

CHAPTER V – EVALUATION
Section I – Information about the Evaluated Company

Art. 12. The valuation report must contain the following information about the company:
I – brief history of the company (identification of the business, main branches of activity, competitive strategy, historical information and historical performance); II – summary description of the markets of operation, including the growth of such markets, their participation in them, main products and clients;

1 In the case of an exchange offer, the declaration must encompass the same information for the securities that will be offered in exchange.

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

III – brief analysis of the sector in which the company operates; IV – macroeconomic premises used in the preparation of the report; and V – relevant investment projects that have been considered in the valuation, with indication of the values involved and the financial impact.

Section II – Value Determined by Different Criteria

Art. 13. The valuation report must indicate the value of the company according to the following criteria:
I – weighted average price of quotation of the company's shares listed in the organized securities market where they are admitted to trading, discriminating the prices of shares by type and class:
a) in the 12 (twelve) months immediately preceding the disclosure up to the date of the relevant event; and b) between the date of disclosure of the relevant event and the date of the valuation report; II – net asset value per share of the company determined in the most recent periodic information (annual or quarterly) sent to the CVM; III – economic value of the evaluated company, with indication, including, of the value per share, calculated by at least one of the following methodologies:
a) discounted cash flow; b) market multiples; or c) multiples of comparable transactions, as deemed more appropriately justified for the case of the company, in order to correctly evaluate it; and IV – another evaluation criterion chosen by the appraiser generally accepted in the field of activity of the evaluated company, provided for in Law or accepted by the CVM, for the definition of the fair price or value interval, if applicable, and not covered in the preceding items.

Art. 14. The valuation report must present:
I – the description of the evaluation criteria and comparison elements adopted, accompanied by an analysis of the applicability of each of the criteria referred to in Art. 13 of this Annex C; II – the indication of the date of preparation of the report, on which the determined values will be considered valid, unless indicated otherwise;

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM)

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

III – the evaluation criterion, among those contained in the report, that is considered by the appraiser as the most appropriate in the definition of the fair price or value interval, if applicable; and IV – in the event that the evaluation is in a range of minimum and maximum values, the justification for such interval, which cannot exceed 10% (ten percent), based on the highest value.

Section III – Economic Value by the Discounted Cash Flow Rule

Art. 15. For the calculation of economic value by the discounted cash flow criterion, the following must be observed:
I – the valuation report must contemplate the sources, foundations, and justifications of the information and data presented, indication of the equations used for the calculation of the cost of capital, as well as the calculation spreadsheets and projections used in the economic value evaluation, highlighting the main premises used and justification for each of them; II – the premises and calculation methodology for fixing the discount rate used must be explicit, in accordance with the criteria usually adopted in finance theory; III – adjustments made by other assets and liabilities not captured by the operating cash flow must be considered, including financial debt, contingencies, cash position, non-operational assets and liabilities, among others, whose values must be justified; IV – the assumptions for determining the residual value must be indicated, calculated through the perpetuity method of cash flow, by multiples or by another evaluation criterion, always considering the duration of the companies, established in their bylaws, and, in the case of public service concession companies, the period established in the respective concession contract; V – it must be informed whether the cash flow statements and discount rates were presented in nominal or real values; and VI – the monetary unit of all values entered must be informed.

Section IV – Net Asset Value Evaluated at Market Prices

Art. 16. The net asset value evaluated at market prices must be determined taking as a basis the sale or liquidation of assets and liabilities separately under the following conditions:

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM)

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

I – the market value must correspond to the value expressed in cash or equivalent that would be received by the sale of assets or that would be paid by the transfer of liabilities in a non-forced transaction between market participants on the measurement date; and II – the value of assets must be evaluated with reference to market prices under conditions of orderly liquidation, or of "current cash equivalents", that is, the liquidation value under forced sale conditions, at any cost, must not be considered.

Art. 17. The report must discriminate the items of assets and liabilities calculated under conditions of negotiation with debtors and creditors and contain the justification and calculation memos for each tangible and intangible, monetary and non-monetary item, which may be grouped only under conditions of similarity and relevance of the item.

Art. 18. The following evaluation bases must be observed in the different classes of items:
I – monetary assets, such as cash, cash equivalents and receivables, evaluated at fair value, that is, the value at which an asset could be negotiated between independent and interested parties, knowledgeable about the subject and willing to negotiate, in a normal transaction, without favoritism and with exemption of other interests 2; II – non-monetary assets, such as land, buildings, properties, machines, installations as well as intangibles, such as trademarks and patents, by the probable realization value; III – monetary liabilities, such as debts, payables, evaluated at fair value, as defined in item I; and IV – contingencies, such as lawsuits against the state on tax issues and other legal issues, evaluated according to the most likely outcome.

Art. 19. The statement of net asset value at market prices must discriminate deductively the assets and liabilities, leaving the net asset value at market prices that, divided by the number of shares, will indicate the net asset value at market prices per share.

2 If it is not possible to identify the market, these items can, as a second alternative, be evaluated by the calculation of the present value of receipts that reflects the current market assessments regarding the time value of money and specific risks.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM)

CVM RESOLUTION NO. 85, OF MARCH 31, 2022

Section V – Economic Value by the Multiples Criterion

Art. 20. For the calculation of economic value by the Multiples rule, the steps shown below must be followed:
I – indicate the market multiples used, the criteria and sources for comparison, justifying the methodology used and presenting the calculation spreadsheets; II – whenever possible, present similar operations in the market of companies in the same segment (multiples of comparable transactions), citing sources, data and dates of comparable transactions, as well as the criteria that demonstrate the relevance of the comparison; and III – present the average value and median of the values resulting from the sample used of market multiples and comparable transactions, making the necessary adjustments to calculate them, when applicable.

CHAPTER VI – GLOSSARY

Art. 21. The report must contain a glossary of technical terms, indicating the meaning of each technical term, acronym or economic index cited.

CVM Resolution No. 85 of March 31, 2022

Lineage: Superseded

Timeline

What changed in the obligations

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