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CVM INSTRUCTION 270 of January 23, 1998 This is a Free Translation. Any questions arising from the text should be clarified by consulting the original. Provides for registration of the issuer of securities or collective investment contracts, and makes other provisions.
The Chairman of the Brazilian Securities Commission (Comissão de Valores Mobiliários – CVM) hereby makes public that the CVM Board, at a meeting held on this date, pursuant to Provisional Measure No. 1637 of January 8, 1998 and to Law No. 6385 of December 7, 1976, has RESOLVED to issue the following Instruction:
ISSUE Article 1. Only joint-stock companies can issue securities or collective investment contracts for public distribution. Sole Paragraph. Securities or collective investment contracts shall mean those generating rights to participation, sharing or compensation, including as a result of the provision of services, and deriving their income from the efforts of the undertaker or third parties.
REGISTRATION Article 2. The companies referred to in article 1 shall be registered with CVM, in accordance with the rules spelled out in this Instruction. Paragraph 1. For a company to be registered with CVM, the bylaws or the Board of Directors thereof shall assign the market relations duties to an officer, who shall be responsible for disclosing information to investors, CVM and the market, as well as for keeping the company’s registration updated. Paragraph 2. The registration does not imply CVM’s opinion on the standing of the company or its assurance as to the truthfulness of the information provided, for which the company’s senior managers shall be held responsible and liable.
DOCUMENTS REQUIRED FOR REGISTRATION Article 3. The application for registration dealt with in this Instruction shall be substantiated with the following documents: I. Updated copy of the company’s bylaws and shareholding structure. II. Minutes of the Board of Directors’ meeting that appointed the market relations officer. III. Financial statements, including, if applicable, consolidated statements and respective notes, for the latest financial year and prepared in keeping with Law No. 6404 of December 15, 1976 and CVM Instructions, attaching the respective publication thereof in a newspaper and in the official press. IV. Financial statements, including, if applicable, consolidated statements and respective notes, prepared no later than three months before the application for registration with CVM, when: (a) the latest financial year in course exceeds twelve months and the company has still not prepared the respective financial statements; (b) the financial year in progress exceeds twelve months and, on the registration application date, a period equal to or higher than twelve months has already elapsed. V. Management report for the latest financial year, prepared in accordance with article 133 of Law 6404/76 and CVM Instructions. VI. Audit report issued by an independent auditor, duly registered with CVM, in connection with the financial statements referred to in items III and IV. VII. Copies of the minutes of all general meetings of shareholders held in the twelve-month period preceding the date of application for registration with CVM. VIII. Other information requested by CVM, to be submitted within the time frame stipulated thereby.
PERIOD FOR GRANTING OF REGISTRATION Article 4. Registration shall be deemed automatically granted unless the application is denied within 60 days from the date of its submission against receipt. Sole Paragraph If the application is not substantiated in the manner stipulated in article 3, it shall be denied at the outset, and the applicant shall be informed of the decision accordingly. Article 5. If CVM requests additional documents and information relating to the application for registration, the 60-day period shall be stayed only once, and a new 60-day period shall start running as from fulfillment of such requirements. Sole Paragraph A period of no more than 60 days from applicant’s receipt of the respective correspondence shall be granted for compliance with any requirements, on pain of denial of the application.
DENIAL OF THE APPLICATION FOR REGISTRATION Article 6. If the application is denied at the outset or at a later stage, all the respective supporting documents shall be available to the company for 90 days as from the date of cognizance of the decision, and shall thereafter be destroyed.
REGISTRATION UPDATING Article 7. After registration is granted, the company shall: I. submit to CVM the periodical and extraordinary information required under articles 11 and 12 of this Instruction. II. keep, at its headquarters, the information referred to in item I at the disposal of the securities holders. Article 8. The information received by CVM shall be disclosed to the public, except for that considered confidential by the company and submitted to CVM for review. Sole Paragraph Any confidential information disclosed to CVM shall be sent by means of a separate document addressed to the CVM Chairman in a sealed envelope to be marked as CONFIDENTIAL.
DISCLOSURE Article 9. The senior managers of the companies registered with CVM pursuant to this Instruction shall be required to forthwith communicate to CVM and disclose, in the manner prescribed by law, any resolution passed by the general meeting or the company’s management bodies, or any material fact or action involving the company’s business, which may have a substantial bearing on investors’ decision to buy or sell securities issued, sold or distributed by the company. Sole Paragraph The provisions of CVM Instruction No. 31 of February 8, 1984 shall apply to the companies registered pursuant to this Instruction. Article 10. The senior managers, controlling shareholders of the companies registered under this Instruction, and whoever else, by virtue of office, function, position or profession, becomes aware of information relating to a material fact or action, shall keep such information confidential up to actual disclosure thereof to the market, pursuant to article 9 of CVM Instruction 31/84. Sole Paragraph The senior managers shall also ensure that whoever is subordinated to third parties of their trust: (a) keeps confidential the information relating to any material fact or action to which he has privileged access; (b) abstains from using such information to obtain, for himself or others, any advantage when trading in securities. PERIODICAL INFORMATION Article 11. The company shall provide, within the specified time frames, as stipulated in article 7, I of this Instruction, the following periodical information: I. Financial statements and, if applicable, consolidated statements, accompanied by updated data records, the management report and the independent auditor’s report: (a) up to one month prior to the date set for the annual general meeting; or (b) on the same date on which these are published in the press or made available to shareholders, should this occur prior to the date referred to in item (a). II. Call notice of the annual general meeting, on the same date on which it is published in the press. III. Updated bylaws, indicating the dates of publication of the minutes of the general meetings that amended them in the latest financial year, no later than 30 days after the annual general meeting. IV. Minutes of the annual general meeting, no later than 30 days after such meeting is held, indicating the dates and newspapers in which they were published, if such minutes have already been published. Sole Paragraph Bankrupt companies shall submit only the information provided to the Judiciary, at the intervals determined by the latter. EXTRAORDINARY INFORMATION Article 12. As stipulated in article 7, I of this Instruction, the company shall provide the following information or forward copies of the documents listed below, within the specified time frames: I. Call notice of the extraordinary or special general meeting, on the same date of its publication. II. Minutes of the extraordinary or special general meeting, no later than 10 days after such meeting is held. III. Shareholders’ agreement (article 118 of Law 6404/76), no later than 10 days after filing thereof at the company’s headquarters. IV. Convention for the formation of a group of companies that includes the company, no later than 10 days after the general meeting that resolved on the matter. V. Notice of a material fact or action, as per article 157, paragraph 4 of Law 6404/76, and CVM Instruction 31/84, immediately after its occurrence. VI. Information on any petition for debt rehabilitation (concordata), its respective grounds, financial statements especially prepared for obtaining of such legal benefit, on the same date on which the petition is filed in court, as well as all other information provided to the court. VII. The decision that adjudicated the concordata or decreed the bankruptcy, on the same date the company takes cognizance of such decision. VIII. Interim balance sheets, on the same date these are disclosed. IX. Other information requested by CVM, within the time frame determined thereby.
FINE Article 13. Companies that fail to keep their registration updated, pursuant to articles 7, 11 and 12 of this Instruction, shall be subject to a daily fine, in the amounts set forth below: I. Article 11, I – five hundred reais (R$ 500,00) per day. II. Article 11, II, III and IV and sole paragraph – two hundred reais (R$ 200,00) per day. III. Article 12, I through IV – two hundred reais (R$ 200,00) per day. IV. Other information requested by CVM – up to five thousand reais (R$ 5.000,00) per day. Paragraph 1. The fine shall be assessed as from the first business day following the end of the period for compliance with the regulatory obligation, irrespective of any notice to such effect, or of the period set by CVM, in the events contemplated by article 3, VIII and article 12, IX of this Instruction. Paragraph 2. The decision that imposes the fine may be appealed to the CVM Board, pursuant to CVM Resolution No. 202 of October 25, 1996. INSPECTION Article 14. The company dealt with in article 1 shall provide—for a period of 8 years or longer, as determined by CVM—for proper safekeeping of its corporate books, accounting records and other documents substantiating the information provided under this Instruction, allowing examination thereof by the CVM inspectors at any time. Article 15. Failure by the company’s senior manager to take the actions below shall constitute an objective violation (infração objetiva), subject to summary administrative proceedings pursuant to the Regulation attached to CMN Resolution No. 1657 of October 26, 1989: I. Applying for registration with CVM, pursuant to article 2 of this Instruction. II. Adoption of the procedures set forth in article 7, I and II of this Instruction, with due regard for the events set out in article 12, V and IX of this Instruction. Article 16. The following actions shall constitute a serious violation for the purposes of article 11, paragraph 3 of Law 6385/76: I. Failure by the company’s senior manager to adopt the procedures set forth in article 12, V and IX of this Instruction. II. Misleading advertising. III. Obstruction of CVM’s inspection activities. Article 17. The company and its market relations officer shall be responsible and liable for compliance with the rules set forth in this Instruction. FINAL AND TEMPORARY PROVISIONS Article 18. The periodical and extraordinary information contemplated by this Instruction may be provided by electronic means, at CVM’s discretion. Article 19. Companies shall have a period of 90 days from the date this Instruction takes effect to adapt to the provisions thereof. Sole Paragraph Public distribution of the securities defined in article 1 of this Instruction by the companies that fail to arrange for registration within the time frame established in the main section of this article is hereby prohibited. Article 20. This Instruction shall take effect on the date of its publication in the Official Gazette of the Federal Executive. FRANCISCO AUGUSTO DA COSTA E SILVA Chairman |