CVM Resumes Judgment on Former IRB Directors Sanctioning Process — CVM — BR

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SANCTIONING ACTIVITY

Session was suspended after a request for review by Director João Accioly

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Published on

09/06/2026 19h06

The Securities and Exchange Commission (CVM) resumed, on 6/9/2026, the judgment of Administrative Sanctioning Process (PAS) CVM 19957.003612/2020-35 , instituted by the Superintendence of Sanctioning Processes (SPS) to determine the responsibility of:

Fernando Passos (in the capacity of executive vice-president for finance and investor relations at IRB – Brasil Resseguros S.A.) for breach of his fiduciary duties due to alleged:

a) selective disclosure of confidential and relevant information of the Company (violation of art. 155, §1º, of Law 6.404/76, c/c arts. 3 and 8 of CVM Instruction 358 and art. 16 of CVM Instruction 480).

b) disclosure of false information to the market, denying the resignation of the president of the board of directors of IRB (violation of art. 14 of CVM Instruction 480, c/c art. 6 of CVM Instruction 358).

c) deliberate non-observance of the share repurchase limit of the Company established by the board of directors (violation of art. 155 of Law 6.404/76).

d) practice of liberality in payments to administrators due to non-observance of the global remuneration limit established in a general meeting (violation of art. 152, c/c art. 154, §2º, both of Law 6.404/76).

José Carlos Cardoso (in the capacity of president-director of IRB) for alleged practice of liberality in payments to employees and administrators due to non-observance of the global remuneration limit established in a general meeting (violation of art. 152, c/c art. 154, §2º, both of Law 6.404/76).

The judgment of this process began on 12/29/2025 , when the Interim President at the time and rapporteur of the process, Otto Lobo, voted for the acquittal of Fernando Passos and José Carlos Cardoso of the charges brought against them.

Subsequently, the session was suspended after a request for review by Substitute Commissioner Luís Felipe Lobianco*.

Upon resuming the judgment on 6/9/2026
, Substitute Commissioner Luís Felipe Lobianco presented his review vote, in which he partially diverged from the rapporteur's conclusions, voting, thus, for:

condemnation of Fernando Passos to a fine of R$ 600,000.00 for allegedly disclosing false information to the market, when he denied the request for resignation of I.S.M. from the position of president of the Board of Directors (violation of art. 14 of CVM Instruction 480, c/c the sole paragraph of art. 6° of CVM Instruction 358).

condemnation of Fernando Passos to a fine of R$ 39,960,133.29 , equivalent to 1x the economic advantage, for allegedly ordering the payment of amounts as bonuses, performance prizes, commissions or indemnities, to himself and to Directors of the subsidiary IRB Par, above the limits authorized by the General Meetings of IRB and IRB Par, practicing an act of liberality to the detriment of the Company (violation of arts. 152 and 154, § 2º, "a", of Law 6.404).

condemnation of Fernando Passos to temporary disqualification, for a period of 15 years, from holding the position of administrator or fiscal councilor of a publicly held company, of an entity in the distribution system or of other entities that depend on authorization or registration with the CVM , for the deliberate non-observance of the limit established by the Board of Directors for the repurchase of the company's shares (violation of art. 155 of Law 6.404).

acquittal of Fernando Passos of the accusation of violation of art. 155, § 1º, of Law 6.404, c/c arts. 3 and 8 of CVM Instruction 358, c/c art. 16 of CVM Instruction 480 (selectively disclosing confidential and relevant information of the Company).

acquittal of José Carlos Cardoso of the accusation of violation of arts. 152 and 154, § 2º, "a", of Law 6.404 (authorizing the payment of amounts as bonuses, performance prizes, commissions or indemnities, to a Director of IRB and to Directors of the subsidiary IRB Par, above the authorized limits).

Subsequently, the session was suspended after a request for review by Commissioner João Accioly.

See more: access the report and vote of the rapporteur of the process Otto Lobo, President of the CVM (and interim president at the time), and the review vote of Substitute Commissioner Luís Felipe Lobianco.

Director Marina Copola declared herself recused and did not participate in the judgment of the process. Therefore, the Superintendant of Strategic Risk Supervision, Luís Felipe Lobianco, participated as Substitute Commissioner, as provided in CVM Resolution 45, to form the minimum quorum required for a Decision of the Collegiate Body.