CVM INSTRUCTION NO. 480, OF DECEMBER 7th, 2009
This is a Free Translation prepared by the CVM .Any questions arising from the text should be clarified by consulting the original
Provides for registration of issuers of Securities admitted for trading on regulated securities markets.
The CHAIRPERSON OF THE SECURITIES COMMISSION OF BRAZIL (CVM) hereby makes public that the CVM Board, in a meeting carried out on November 18th, 2009, according to Articles 21 and 22 of the Law No. 6,385, of December 7th of 1976, has APPROVED the following Instruction:
CHAPTER I
TYPES OF ISSUER OF SECURITIES
Article 1. Trading of securities on regulated markets in Brazil is subject to prior registration of the issuer with the CVM.
Paragraph 1. The registration request referred to in the caput may be submitted regardless of a registration request for securities distribution public offering.
Paragraph 2. The securities issuer shall be organized as a corporation, except if otherwise stated in this Instruction.
Paragraph 3. This Instruction does not apply to investment funds, investment clubs, and companies receiving funds from tax incentives.
Article 2.
The issuer may require registration at the CVM in one of the following categories:
Paragraph 1. Category A registration authorizes the trading of the issuer’s securities in regulated securities markets.
Paragraph 2. Category B registration authorizes the trading of the issuer's securities in regulated securities markets, except the following securities:
CHAPTER II
SECURITIES ISSUER REGISTRATION REQUEST
Section I
Registration Request
Article 3.
The issuer’s registration request will be forwarded to the Division of Corporation Finance (SEP) and followed by the documents listed in Annex 3.
Article 4.
SEP will have 20 (twenty) business days from the filing date to analyze the registration request if accompanied by all documents listed in Annex 3.Paragraph 1. If any of the documents indicated in Annex 3 are not filed with the registration request, the period mentioned in the caput will be counted from the date of filing of the last document that completes the documentation of the registration request.
Paragraph 2. Absence of response by the SEP within the deadline mentioned in the caput implies automatic approval of the registration request.
Article 5.
The period referred to in Article 4 may only be interrupted once, in the event the SEP requests additional information or documents from the applicant.
Paragraph 1. The applicant will have 40 (forty) business days to comply with the requirements set out by SEP.
Paragraph 2. The term for compliance with requirements may be extended only once for twenty (20) business days, upon the issuer’s prior circumstantiated request to SEP.
Paragraph 3. SEP will have 10 (ten) business days to provide a response on the compliance with requirements and the approval of the registration request, counted from the date of filing of data and documents submitted in compliance with requirements.
Paragraph 4. If the requirements are not fulfilled, SEP, within the deadline set out in Paragraph 3, shall sent an official notice to the applicant with the indication of the requirements that have not been considered fulfilled.
Paragraph 5. Within ten (10) business days from receipt of the official notice dealt with in Paragraph 4 or during the period remaining until the deadline set out in Paragraph 1, whichever is longer, the applicant may fulfill the requirements considered unfulfilled.
Paragraph 6. SEP will have 10 (ten) business days to provide a response on the fulfillment of the requirements and approval of the registration request, counted from the date of filing of the documents and delivery of information for fulfillment of the requirements, in response to the official notice mentioned in Paragraph 4.
Paragraph 7. Non-compliance with the deadlines mentioned in Paragraphs 1, 2, and 5 implies the automatic rejection of the registration request.
Paragraph 8. Absence of response by the SEP within the deadline mentioned in Paragraphs 3 and 6 implies automatic approval of the registration request.
Article 6. SEP shall interrupt the analysis of the registration request only once, by request of the issuer, for a maximum period of 60 (sixty) business days.
Paragraph1. The issuer’s silence over its intention of moving forward with its registration process within the period mentioned in the caput implies automatic rejection of the registration request.
Paragraph 2. The registration request will be considered resubmitted on the first business day following the manifestation of interest in continuing the process, with the application of all procedural stages and their respective deadlines to the request as in the case of new ones, regardless of the stage in which it was at the moment of interruption of the analysis.
Section II
Registration Exemption
Article 7. The following are automatically exempted from the securities issuer registration:
Section III
Category Conversion
Article 8.
The issuer may request conversion from a category of registration to another, through a request forwarded to SEP.Article 9. The conversion request from category B to category A will be accompanied by the documents referring to category A identified in Annex 3, as well as a copy of the corporate act that deliberated the conversion.
Sole Paragraph. The issuer is automatically exempted from submitting any documents that have already been delivered to the CVM, due to the fulfillment of its periodical and eventual information submission obligations, pursuant to this Instruction, provided that the content of the documents submitted have content that is equivalent to or more comprehensive than the content of the documents required for the category in relation to the category to which it claims conversion.
Article 10. The conversion request from category A to category B is conditioned to the fulfillment of registration cancellation requirement provided in Article 48, item II, of this Instruction.
Sole Paragraph. The conversion request from category A to category B will be accompanied by:
Article 11.
SEP will have 15 (fifteen) business days to perform the analysis of the conversion request, counted from the date of filing of the last document that completes the documentation of the conversion request.Paragraph 1. The period referred to in the caput may be interrupted only once, in the event SEP requests additional information or documents from the applicant.
Paragraph 2. The applicant has 30 (thirty) business days to fulfill the requirements set out by the SEP.
Paragraph 3. Non-compliance with the period mentioned in Paragraph 2 implies the automatic rejection of the category conversion request.
Paragraph 4. Absence of response by the SEP within the deadline mentioned in the caput implies automatic approval of the category conversion request.
Article 12.
The issuer will take all necessary precautions and measures for the conversion granted pursuant to this Section to occur in a transparent and organized manner, not causing interruptions in the negotiations with the affected securities.Sole Paragraph. The issuer will inform the securities holders, in the form set out for the disclosure of a material fact, the measures taken for the fulfillment of the obligations referred to in the caput and other operational details of which the investor should be aware.
CHAPTER III
ISSUER’S OBLIGATIONS
Section I
General Rules
Article 13.
The issuer will provide the CVM with periodical and eventual information, according to the content, form, and deadlines set out in this Instruction.Paragraph 1. The issuer will place and keep the information referred to the caput available to investors at its headquarters for 3 (three) years, as of the date of disclosure.
Paragraph2. The issuer registered in category A will also place and keep the information referred to in the caput available on its website for 3 (three) years, as of the date of disclosure.
Paragraph 3. The information sent to the CVM pursuant to the caput will be simultaneously delivered to the managing entities of the markets where the issuer’s securities are admitted for trades, in the form established by them.
Subsection I
Content and Form of Information
Article 14. The issuer will publish information that is true, complete, and consistent, which do not mislead the investor.
Article 15. All information disclosed by the issuer will be written in a simple, clear, objective, concise language.
Article 16. The issuer will disclose information in a comprehensive, equitable, and simultaneous way for the whole market.
Article 17. The information provided by the issuer shall be useful to evaluation of securities issued by it.
Article 18. Whenever the information disclosed by the issuer is valid for a determinable period, such period will be indicated.
Article 19. Factual information will be differentiated from interpretations, opinions, projections, and estimates.
Sole paragraph. Whenever possible and suitable, factual information will be accompanied by the indication of its sources.
Subsection II
Projections and Estimates
Article 20. Disclosure of projections and estimates is optional.
Paragraph 1. In the event the issuer decides to disclosure projections and estimates, they will be:
Paragraph 2. The projections and estimates will be periodically reviewed, in accordance with the timing that is suitable to the purposes of the projection, which, under no circumstances, will exceed 1 (one) year.
Paragraph 3. The issuer shall disclose, in the appropriate field of the Reference Form, that it has made changes in the relevant premises, parameters, and methodology of projections and estimates previously disclosed.
Paragraph 4. In the event projections and estimates are published, the issuer will compare on a quarterly basis in the appropriate field of the Quarterly Information Form (ITR) and the Standardized Financial Statement Form (DFP), the projections disclosed in the Reference Form and the results effectively obtained during the quarter, indicating the reasons for occasional differences.
Paragraph 5. Whenever the projections and estimates premises are supplied by third parties, the sources will be indicated.
Section II
Periodical Information
Article 21. The issuer shall send the following information to the CVM through the electronic system available on the CVM website:
Paragraph 1. The issuer that delivers the minutes of the ordinary general meeting in the same day of its execution is exempted from delivering the summary of the decisions made at the meeting.
Paragraph 2. The issuer is exempted from delivering the notice of the ordinary general meeting in the event such meeting is considered regular, pursuant to Article 124, Paragraph 4 of Law 6,404, of 1976.
Paragraph 3. The foreign and national issuer constituted under a type of legal entity different from a corporation will deliver documents that are equivalent to those required by items VI to XI of the caput, if applicable, within the deadlines set out.
Subsection I
Registration Form
Article 22. The Registration Form is an electronic document containing the specifics set out in Annex 22.
Article 23. The issuer will update the registration form whenever there is any change in the reported data, within seven (7) business days from occurrence of the fact that gave rise to such change.
Sole paragraph. Without prejudice to the update referred to in the caput, the issuer will annually confirm that the information contained in the registration form remain valid, between May 1 and 31 of each year.
Subsection II
Reference Form
Article 24.
The Reference Form is an electronic document containing the specifics set out in Annex 24.Paragraph 1. The issuer will deliver an annually updated Reference Form within five (5) months as from the end of each fiscal year.
Paragraph 2. The issuer will resubmit an updated Reference Form on the date of request for a public distribution of securities.
Paragraph 3. The issuer registered in category A will update the corresponding fields of the Reference Form in up to 7 (seven) business days as of the occurrence of any of the following:
Paragraph 4. The issuer registered in category B will update the corresponding fields in the Reference Form, in up to 7 (seven) business days as of the occurrence of any of the following:
Subsection III
Financial Statements
Article 25.
The issuer will deliver the Financial Statements to the CVM on the date they are made available to the public.Paragraph 1. The Financial Statements will be accompanied by:
Paragraph 2. The date referred to in the caput will not exceed, in the case of national issuers, 3 (three) months, or, in the case of foreign issuers, 4 (four) months following the fiscal year end.
Article 26.
The Financial Statements of national issuers will be:
Article 27.
The Financial Statements of foreign issuers will be:
a) Law 6,404, of 1976 and CVM rules;
b) the international accounting rules issued by the International Accounting Standards Board – IASB; or
c) the accounting rules of the country of origin, in the event the foreign issuer is headquartered in a member country of Mercosur.
a) at the CVM; or
b) at the relevant agency of the issuer’s country of origin.
Paragraph 1. In the event issuer uses the option referred to in item I, sub-item "c", the Financial Statements will:
Paragraph 2. Upon exercise of the prerogative set out in item II, sub-item "b" above, the opinion issued by the independent auditor registered in the issuer’s country of origin will be accompanied by a special review report prepared by an independent auditor registered with CVM.
Subsection IV
Standardized Financial Statement Form
(DFP)Article 28.
The Standardized Financial Statement Form (DFP) is an electronic document to be:(a) by a national issuer, within three (3) months from the end of each fiscal year or on the same date of submission of Financial Statements, whichever occurs first; and
(b) by a foreign issuer, within four (4) months from the end of each fiscal year or on the same date of submission of Financial Statements, whichever occurs first.
Sole Paragraph. An issuer that uses the option set out in Article 27, item I, sub-item "c" is exempted to delivering the Standardized Financial Statement Form (DFP).
Subsection V
Quarterly Information Form (ITR)
Article 29.
The Quarterly Information Form (ITR) is an electronic document to be:
Paragraph 1. The Quarterly Information Form (ITR) will be accompanied by a special review report prepared by an independent auditor registered with CVM.
Paragraph 2. The Quarterly Information Form (ITR) on category A issuers will contain consolidated accounting data whenever these issuers are required to put forward consolidated Financial Statements under Law 6,404 of 1976.
Paragraph 3. No Quarterly Information Form (ITR) needs to be presented in the last quarter of each fiscal year.
Paragraph 4. The issuer that uses the option referred to in Article 27, item I, sub-item "c" will provide the CVM with the Quarterly Information Form (ITR).
Section III
Event Information
Article 30.
Category A issuers will send to CVM, through the electronic system available on the CVM website, the following event information:
Paragraph 1. The foreign issuer and the national issuer constituted in a type of legal entity that is different from a corporation will deliver documents that are equivalent to those required by the items of the caput, if any, within the deadlines set out.
Paragraph 2. The issuer that delivers the minutes of the general meeting in the same day of its execution will be exempted from delivering the summary of the decisions made at the meeting.
Paragraph 3. The issuer is exempted from delivering the notice of the general meeting if such meeting is considered regular, pursuant to Article 124, Paragraph 4, of Law 6,404, of 1976.
Article 31. The issuer registered in category B shall send the following eventual information to the CVM, through the electronic system available on the CVM website:
Sole Paragraph. Paragraphs 1 to 3 of Article 30 apply to this Article.
CHAPTER IV
SPECIAL RULES
Section I
Specific Securities Issuers
Article 32. Without prejudice to the provisions of this Instruction:
Article 33.
Issuers that exclusively issue commercial paper and bank credit bonds (CCB), for distribution or public negotiation, may be organized as corporations or limited companies.
Sole Paragraph. In addition to the types of legal entities provided for in the caput, issuers that exclusively issue commercial agribusiness bonds (NCA), for distribution or public negotiation, may organize as agricultural cooperatives.
Section II
Issuers with Wide Market Exposure
Article 34.
The status of issuer with wide market exposure will be granted to issuers that cumulatively fulfill the following requirements:Sole Paragraph. The status of issuer with wide exposure to the market will be declared by the issuer in the registration request for securities distribution public offering, through a document signed by the director of investor relations, containing:
Section III
Special Status Issuers
Subsection I
Issuers in Extrajudicial Recovery
Article 35.
The issuer in extrajudicial recovery will send payment schedule fulfillment reports and other obligations set out in the extrajudicial recovery plan to the CVM, through the electronic system available on the CVM website, in up to 90 (ninety) days.Subsection II
Issuers in Judicial Recovery
Article 36. The issuer in judicial recovery is exempted from delivering the Reference Form until the delivery in court of the report detailed at the end of the recovery process.
Article 37. The issuer in judicial recovery will send the following documents to the CVM, through the electronic system available on the CVM website:
Subsection III
Bankrupt Issuers
Article 38.
A bankrupt issuer is exempted from providing periodical information.Article 39. The bankrupt issuer will send the following documents to the CVM, through the electronic system available on the CVM website:
Subsection IV
Issuers in Liquidation
Article 40.
The issuer in liquidation is exempted from providing periodical information.Article 41. The issuer in liquidation will send the following documents to the CVM through the electronic system available on the CVM website:
a) it becomes known to the issuer, in the event of liquidation of a financial institution or judicial liquidation; or
b) it is approved by issuer’s administrators, in the event of extrajudicial liquidation.
Sole Paragraph. The documents mentioned in items II, IV, and V of the caput will be submitted in the same day of:
a) their submission to the regulator, in the event of liquidation of a financial institution;
b) their submission to the issuer’s administrators, in the event of extrajudicial liquidation; or
c) they are presented in court, in the event of judicial liquidation.
CHAPTER V
OBLIGATIONS OF ADMINISTRATORS AND CONTROLLERS
Article 42.
The issuer’s administrators will, with their legal and statutory powers, enforce the issuer’s compliance with the legislation and regulation of the securities market.Article 43. The controller will timely provide the issuer with all necessary information for compliance with the legislation and regulation of the securities market.
Article 44.
The issuer will appoint one statutory director to establish relations with investors.Paragraph 1. The director of investor relations may perform other executive functions.
Paragraph 2. The legal representative of a foreign issuer is equivalent to the director of investor relations for all purposes provided for in the legislation and regulation of the securities market.
Paragraph 3. Whenever the administrator of an issuer in special situation is replaced by a liquidator, judicial administrator, judicial manager, intervener, or a similar individual, this person will be equivalent to the director of investor relations for all purposes provided for in the legislation and regulation of the securities market.
Article 45.
The director of investor relations will be responsible for the provision of all information required by the legislation and regulation of the securities market.Article 46. The responsibility attributed to the director of investor relations does not remove the responsibilities of the issuer, controller, and other administrators of the issuer for the violation of legal and regulatory rules that govern the securities market.
CHAPTER VI
SUSPENSION AND CANCELLATION OF REGISTRATION
Section I
Voluntary Cancellation
Article 47.
Registration cancellation in category B is subject to verification of one of the following conditions:Paragraph 1. In the event items II or III of the caput occur, when the total number of investors were not paid, the issuer shall deposit the due amount in a trade bank and make it available to the investors.
Paragraph 2. After the deposit referred to in Paragraph 1, the issuer will inform, in the form set out for the disclosure of a material fact:
Paragraph 3. The hypothesis of item IV of the caput may also be proved by:
Article 48.
Registration cancellation in category A is subject to the verification that:Sole paragraph. The foreign issuer sponsoring a BDR Level II or Level III program that wishes to cancel its issuer registration will submit the procedures for cancellation of the program to prior approval by the CVM.
Section II
Voluntary Cancellation Procedure
Article 49. The issuer may request cancellation of its registration in category B, at any moment, through a request sent to the SEP.
Paragraph 1. The request referred to in the caput will be accompanied by the documents that prove fulfillment of Article 47.
Paragraph 2. SEP will have 15 (fifteen) business days, from the filing date, to approve or reject the cancellation request, provided that the request is accompanied by all documents identified in Paragraph 1.
Paragraph 3. The deadline referred to in Paragraph 2 may be interrupted only once, in the event the SEP requests additional information or documents from the applicant; in this case, the term will be reset for this application once the requirements have been met.
Paragraph4. The applicant will have 30 (thirty) business days to fulfill the requirements set by the SEP.
Paragraph 5. Absence of a response by the SEP within the deadline mentioned in Paragraph 2 implies automatic approval of the issuer’s registration cancellation request.
Paragraph6. Non-compliance with the deadline mentioned in Paragraph 4 implies the automatic rejection of the cancellation request.
Article 50. The issuer may request the cancellation of its registration in category A at any moment through a request forwarded to the Division of Issuers (SRE).
Paragraph 1. The request referred to in the caput will be accompanied by the documents that prove fulfillment of Articles 47 and 48.
Paragraph 2. The request referred to in the caput may be made at the same time as the public stock acquisition registration offerings request for the registration cancellation.
Paragraph 3. SRE will have 15 (fifteen) business days to check the fulfillment of the requirements set out in Articles 47 and 48, as from the date of submission of all documents evidencing the fulfillment of those requirements contained in Articles 47 and 48, or the receipt of statements on the public offering of stock acquisition for the registration cancellation, issued by the administrator of the market in which the auction was carried out, as applicable.
Paragraph 4. The deadline referred to in Paragraph 3 may interrupted only once, in the event the SRE requests additional information or documents from the applicant; in this case, the term will be reset for the application once the requirements have been met.
Paragraph 5. The applicant will have 30 (thirty) business days to fulfill the requirements set out by the SRE.
Paragraph 6. Within the deadline set out in Paragraph 3, SRE will forward to SEP the registration cancellation request, providing a response on the fulfillment of the requirements set out in Articles 47 and 48.
Paragraph 7. SEP will have 15 (fifteen) business days, as of the end of the deadline set out in Paragraph 3, to approve or reject the cancellation request.
Paragraph 8. Absence of response by SEP within the deadline mentioned in Paragraph 7 implies automatic approval of the issuer’s registration cancellation request.
Paragraph 9. Non-compliance with the deadline mentioned in Paragraph 5 implies automatic rejection of the cancellation request.
Article 51. The issuer is responsible for publishing the registration approval or rejection information to the investors, in the form set out for the disclosure of material information.
Section III
Ex-Officio Suspension and Cancellation
Article 52. SEP will suspend the securities issuer’s registration in the event the issuer does not fulfill, for a period longer than 12 (twelve) months, its periodical obligations pursuant to this Instruction.
Sole Paragraph. SEP will inform the issuer on the suspension of its registration through an official letter sent to the issuer’s headquarters, according to the data contained in its registration form, and through communication on the CVM website.
Article 53. The issuer whose registration has been suspended may request the reversal of the suspension through a grounded request, sent to SEP, accompanied by the documents that prove the fulfillment of the overdue periodical and event obligations.
Paragraph 1. SEP will have 15 (fifteen) business days to perform the analysis of the suspension reversal request, counted from the date of filing of all documents necessary to prove the fulfillment of overdue periodical and event obligations.
Paragraph 2. The deadline referred to in Paragraph 1 may be interrupted only once in the event SEP requests additional information or documents from the applicant; in this case, the term will be reset for this application once the requirements have been met.
Paragraph 3. The applicant will have 30 (thirty) business days to fulfill the requirements set out by SEP.
Paragraph 4. Absence of a response by SEP within the deadline mentioned in Paragraph 1 implies automatic approval of the issuer’s registration suspension reversal request.
Paragraph 5. Non-compliance with the deadline mentioned in Paragraph 3 implies the automatic cancellation of the request.
Article 54. SEP will cancel the securities issuer’s registration in the following hypotheses:
Sole Paragraph. SEP will inform the issuer on the cancellation of its registration through an official letter sent to the issuer’s headquarters, according to the data contained in its registration form, and through communication on the CVM website.
Article 55.
Registration suspension and cancellation do not exempt the issuer, its controlling shareholder, and administrators from the responsibilities arising from occasional violations made prior to cancellation of the registration.
CHAPTER VII
CVM SUPERVISION
Article 56.
SEP may request the sending of additional information and documents besides those required by this Instruction or clarifications on information and documents sent, through a communication sent to the issuer, setting a deadline to fulfill the request.Paragraph 1. In the event SEP understands that the information and documents referred to in the caput are relevant or differ in any way from those previously disclosed by the issuer, SEP may require the issuer to disclose such information or document.
Paragraph 2. The information and documents referred to in the caput are considered public by SEP.
Paragraph 3. The issuer may request the CVM to give confidential treatment to the informations and documents provided pursuant to the caput, presenting the reasons for which public disclosure of such informations or documents would represent legitimate risk to the issuer’s interest.
Paragraph 4. The confidential information will be sent in a sealed envelope, addressed to the CVM Chair, containing the word "confidential".
Paragraph 5. The issuer and its administrators, directly or through the Director of Investor Relations, are responsible for immediately disclosing the information under confidential treatment by CVM to the market in the event the informations run out of control or in the event of atypical oscillation in the quotation, price, or amount negotiated of the issuer’s securities.
Article 57.
SEP may request changes or corrections in the documents submitted for fulfillment of the periodical and event obligation, including fulfillment of Chapter III, Section I of this Instruction.
CHAPTER VIII
FINES
Article 58. Pursuant to specific rules on the subject, the issuer is subject to a daily fine for nonobservance of the deadlines set out in this Instruction for the delivery of periodical information, as follows:
Article 59.
CVM will publish every six months, on its website, a list of issuers that are at least three (3) months in default on any of the respective periodical obligations.
CHAPTER IX
PENALTIES
Article 60. For the purposes of Paragraph 3 of Article 11 of Law 6,385, of 1976, the following comprises serious violations:
CHAPTER X
GENERAL AND TEMPORARY PROVISIONS
Article 61.
CVM communications provided for in this Instruction will be valid when sent via electronic message or fax and sent to the addresses contained in the registration form.Article 62. For the purposes of this Instruction, the expressions "securities in circulation" or "stocks in circulation" mean, as appropriate, the issuer’s securities or stocks, apart from those held by the controlling shareholder, persons related to the controlling shareholder, the issuer’s administrators and those maintained in treasury.
Sole Paragraph. For the purposes of the caput, "persons related" means natural or legal persons, funds, or integrality of rights, operating on behalf of the same interest of the person or entity they are related to.
Article 63. This Instruction will come into effect on January 1st, 2010.
Article 64. Issuers that have obtained public company registrations prior to this Instruction comes into effect will be automatically transferred to the categories created by this Instruction, according to the rating prepared and disclosed by the SEP.
Sole paragraph. In the preparation of the rating, SEP will take into account:
Article 65.
The deadline referred to in Article 29, item II, of this Instruction will be 45 (forty-five) days until December 31st, 2011.Article 66. Fulfillment of the obligation set out in Article 13, Paragraph 2, of this Instruction will be optional until December 31st, 2010.
Article 67. The issuer may omit information relating to fiscal years 2007 and 2008 from section 13 of the Reference Form.
Article 68.
On the date this Instruction goes into effect the following will be revoked:
Original document signed by
Maria Helena Dos Santos Fernandes De Santana
Chairperson
ANNEX 3
Documents for Filing of the Registration Request
Article 1.
For national issuers, the securities issuer registration request will be accompanied by the following documents:a) approval by shareholders, quota holders, cooperative members, or equivalent persons; and
b) prior approval by the regulator of the market in which the issuer operates, when such administrative act is necessary for the bylaws validation or efficiency;
a) the last fiscal year, provided that such statements reasonably reflect the issuer’s net worth at the moment of filing of the registration request; or
b) a later date, preferably coinciding with the date of closure of the last quarter of the current fiscal year, but never prior to 120 (one hundred and twenty) days as of the date of filing of the registration request, in the event:
1. any relevant change has occurred to the issuer’s net worth after the last fiscal year end; or
2. the issuer has been created on the same fiscal year of the registration request;
Sole paragraph. For the purposes of item VIII, legal opinions of auditing firms that contain opinions with qualifications or adverse opinions on relevant distortions in the Financial Statements will not be accepted.
Article 2.
For foreign issuers, the securities issuer registration request will be accompanied by the following documents:a) the last fiscal year, provided that such statements reasonably reflect the issuer’s net worth at the moment of registry of the registration request; or
b) a later date, preferably coinciding with the last quarter end of the current fiscal year, but never prior to 120 (one hundred and twenty) days as of the date of filing of the registration request, in the event:
1. any relevant change has occurred to the issuer’s net worth after the last fiscal year end; or
2. the issuer has been created on the same fiscal year of the registration request;
Sole Paragraph. For the purposes of item XI, legal opinions of auditing firms that contain opinions with qualifications or adverse opinions on relevant distortions in the Financial Statements will not be accepted.
ANNEX 22
Registration Form Content
i. Headquarters
ii. Correspondence address
i. Location
ii. Address 2
iii. District
iv. Municipality
v. Federal Unit/State/Province
vi. ZIP code, postal code or PO Box (in case of foreign issuers)
i. Stocks
ii. Debentures
iii. Convertible debentures
iv. Underwriting bonuses
v. Commercial paper
vi. Collective investment agreement
vii. Securities deposit certificate
viii. Real estate receivables certificate
ix. Agribusiness receivables certificate
x. Collective investment bonds
i. Non-organized over-the-counter
ii. Organized over-the-counter
iii. Stock exchange
i. New Market
ii. Level 1
iii. Level 2
iv. Bovespa Mais
ANNEX 24
Reference Form Content
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ISSUERS REGISTERED IN CATEGORIES "A" AND "B" |
Fields marked with "X" are optional for issuers registered in category "B" |
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1. Identification of persons in charge of the content |
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1.1 Statement of the Chairman and Director of Investor Relations, confirming that: |
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2. Auditors |
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2.1 For the independent auditors, indicate: |
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i. The reason of replacement |
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ii. Any reasons stated by the auditor against the issuer’s explanations for his replacement, in accordance to the specific CVM regulation on the matter |
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2.2 Inform the full remuneration amount of independent auditors in the last fiscal year, discriminating fees related to auditing services and any other services provided |
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2.3 Provide other informations the issuer considers relevant |
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3. Selected financial information |
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3.1 Based on the Financial Statements, or on consolidated Financial Statements, if the issuer is required to disclose consolidated financial data, prepare a chart detailing: |
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3.2 In the event the issuer has disclosed, over the last fiscal year, or wishes to disclose in this form non-accounting measures, such as EBTIDA (Earnings Before Interests, Taxes, Depreciation, and Amortization) or EBIT (Earnings Before Interests and Taxes), the issuer must: |
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3.3 Identify and comment on any event following the last Financial Statements fiscal year end that changes them substantially |
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3.4 Describe the policy of profit destination of the last 3 fiscal years, including: |
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3.5 In a chart, indicate, for each of the last 3 fiscal years: |
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X |
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X |
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X |
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X |
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3.6 Inform if, over the last 3 fiscal years, the count of profits retained or reserves created in previous fiscal years were considered dividends |
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3.7 In a chart, describe the issuer’s level of indebtedness , indicating: |
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i. the method used to calculate the index |
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ii. the reason for which the issuer understands that this index is appropriate for the correct comprehension of its financial situation and level of indebtedness |
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3.8 In a chart, divided by debts with collaterals, floating charge and unsecured debts, indicate the amount of the issuer’s obligations according to the deadline: |
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3.9 Provide other informations the issuer considers relevant |
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4. Risk Factors |
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4.1 Describe risk factors that may influence the investment decision, in special those related to: |
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4.2 Regarding each of the above mentioned risks, if relevant, comment on occasional expected reduction or increase in the issuer’s exposure to such risks |
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4.3 Describe the judicial, administrative, or arbitration proceedings in which the issuer and its subsidiaries are part of, divided into labor, tax, civil, and others: (i) that are not confidential, and (ii) that are relevant to the business of the issuer or its affiliates, indicating: |
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i. probable |
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ii. possible |
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iii. remote |
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4.4 Describe the judicial, administrative, or arbitration proceedings that are not confidential of which the issuer or its subsidiaries are part, and the opposing parties are administrators or former administrators, controlling shareholders or former controlling shareholders, or investors of the issuer or its subsidiaries, informing: |
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i. probable |
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ii. possible |
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iii. remote |
X |
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4.5 For relevant confidential cases to which the issuer or its subsidiaries are part and which have been not disclosed in items 4.3 and 4.4 above, analyze the impact in case of an unfavorable outcome and inform the amounts involved |
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4.6 Describe the repeated or related judicial, administrative, or arbitration proceedings, based on similar facts and legal causes, which are not confidential and that are relevant as a whole, of which the issuer of its subsidiaries are part, divided into labor, tax, civil, and others, indicating: |
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4.7 Describe other relevant contingencies not addressed by the previous items |
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4.8 Regarding the rules of the foreign issuer’s country of origin and the rules of the country where the foreign issuer’s securities are kept to custody, if it differs from the country of origin, identify: |
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5. Market risks |
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5.1 Describe, quantitatively and qualitatively, the main market risks to which the issuer is exposed, including currency risks and interest rates |
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5.2 Describe the market risk management policy adopted by the issuer, its purposes, strategies, and instruments, indicating: |
X |
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X |
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X |
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X |
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X |
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5.3 Inform if, in relation to the last fiscal year, there were significant changes in the main market risk to which the issuer is exposed or in the risk management policy adopted |
X |
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5.4 Provide other information the issuer considers relevant |
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6. Issuer’s history |
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6.1 With relation to the issuer’s creation, inform: |
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6.2 Inform the duration, if any |
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6.3 Brief history of the issuer |
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6.4 Date of registration at the CVM or indication that the registration is being requested |
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6.5 Describe the main corporate events, such as incorporations, mergers, splits, stock incorporations, alienations and acquisitions of corporate control, alienations and acquisitions of important assets, through which the issuer or any of its subsidiaries or affiliates have passed, indicating: |
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6.6 Indicate if there was any filing of a bankruptcy petition, provided that it is based in a relevant amount, or judicial or extrajudicial recovery of the issuer, and the current status of such requests |
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6.7 Provide other information the issuer considers relevant |
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7. Issuer’s activities |
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7.1 Briefly describe the activities developed by the issuer and its subsidiaries |
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7.2 For each operational segment that has been disclosed in the last Financial Statements of the fiscal year end or in the consolidated Financial Statements, if any, indicate the following information: |
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7.3 With relation to products and services that correspond to the operational segments disclosed in item 7.2, describe: |
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X |
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X |
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X |
i. Participation in each of the markets |
X |
ii. Competition conditions in each of the markets |
X |
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X |
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X |
i. Description of the relations with suppliers, informing if they are subject to government control or regulations, with the indication of the agencies and the respective applicable legislation |
X |
ii. Any dependency of few suppliers |
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iii. Any volatility of its prices |
X |
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7.4 Identify if there are clients responsible for more than 10% of the issuer’s total net revenue, informing: |
X |
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X |
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7.5 Describe the relevant effects of the state regulation on the issuer’s activities, specifically commenting on: |
X |
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X |
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X |
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X |
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7.6 With relation to countries where the issuer has relevant revenues, identify: |
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X |
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X |
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7.7 With relation to foreign countries disclosed in item 7.6, inform the extent to which the issuer is subject to regulation by these countries and the way such subjection affects the issuer’s business |
X |
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7.8 Describe the issuer’s relevant long-term relationships that are not included in another part of this form |
X |
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7.9 Provide other information the issuer considers relevant |
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8. Economic group |
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8.1 Describe the economic group to which the issuer belongs, indicating: |
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8.2 In the event the issuer whishes to do so, add an organizational chart of the economic group in which the issuer is inserted, provided that it is in accordance with the information presented in item 8.1 |
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8.3 Describe restructuring operations, such as incorporations, mergers, splits, stock incorporations, alienations and acquisitions of corporate control, alienations and acquisitions of important assets, occurred in the group |
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8.4 Provide other information the issuer considers relevant |
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9. Relevant assets |
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9.1 Describe the noncurrent assets relevant to the development of the issuer’s activities, especially indicating: |
X |
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X |
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i. Duration |
X |
ii. Territory affected |
X |
iii. Events that may cause the loss of rights relating to such assets |
X |
iv. Possible consequences of the loss of such rights to the issuer |
X |
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X |
i. Corporate name |
X |
ii. Headquarters |
X |
iii. Activities developed |
X |
iv. Issuer’s participation |
X |
v. If the corporation is a subsidiary or an affiliate |
X |
vi. If its registered at the CVM |
X |
vii. Book value of the participation |
X |
viii. Market value of the participation according to the stock quotation on the fiscal year end, when such stocks are negotiated on organized securities markets |
X |
ix. Valuation or devaluation of such participation, over the last 3 fiscal years, according to the book value |
X |
x. Valuation or devaluation of such participation, over the last 3 fiscal years, according to the market value, according to the stock quotation on each fiscal year end, when such stocks are negotiated in organized markets |
X |
xi. Amount of dividends received over the last 3 fiscal years |
X |
xii. Reasons for the acquisition and maintenance of such participation |
X |
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9.2 Provide other informations the issuer considers relevant |
X |
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10. Director’s comments |
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10.1 The directors shall comment on : |
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i. Redemption hypotheses |
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ii. Formula for calculation of redemption value |
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i. Relevant loan and funding agreements |
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ii. Other long-term relationships with financial institutions |
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iii. Degree of subordination among debts |
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iv. Any restrictions imposed to the issuer, especially in relation to limits of indebtedness and contracting of new debts, distribution of dividends, alienation of assets, issue of new securities, and alienation of corporate control |
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10.2 The directors shall comment on : |
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i. Description of any important components of the revenue |
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ii. Factors that materially affected the operating income |
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X |
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X |
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10.3 The directors shall comment on relevant effects that the events below have caused or are expected to cause in the issuer’s financial statements and their income: |
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10.4 The directors shall comment on: |
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10.5 The directors shall indicate and comment on critical accounting practices adopted by the issuer, especially exploring accounting estimates made by the administration on uncertain and relevant issues for the description of the financial situation and income, which require subjective or complex judgment, such as: provisions, contingencies, recognition of revenue, tax credits, long-term assets, life cycle of noncurrent assets, pension plans, foreign currency conversion adjustments, environmental recovery costs, criteria for asset recovery tests and financial instrument |
X |
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10.6 Regarding the internal controls adopted to ensure preparation of reliable financial statements, the directors shall comment on: |
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10.7 In the event the issuer has made a public securities distribution offering, the directors shall comment on: |
X |
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X |
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X |
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X |
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10.8 The directors shall describe the relevant items not evidenced in the issuer’s financial statements, indicating: |
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i. Operating leases, assets and liabilities |
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ii. Receivables portfolios in which the entity has risks and responsibilities, indicating the respective liabilities |
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iii. Future product or service purchase and sale agreements |
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iv. Agreements of unfinished constructions |
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v. Funding future receipt agreements |
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10.9 With relation to each of the items not evidenced in the financial statements indicated in item 10.8, the directors shall comment on: |
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10.10 The directors shall indicate and comment on the main elements of the issuer’s business plan, specifically exploring the following topics: |
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i. Quantitative and qualitative description of the current investments and predicted investments |
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ii. Investment funding sources |
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iii. Relevant current divestments and predicted divestments |
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i. Description of the current research disclosed |
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ii. Total amounts spent by the issuer in research for the development of new products or services |
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iii. Projects under development disclosed |
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iv. Total amounts spent by the issuer in the development of new products or services |
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10.11 Comment on other factors that had a relevant effect on the operational performance, which have not been identified or commented on in the other items of this section |
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11. Projections |
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11.1 For each projection, identify: |
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11.2 In the event the issuer disclosed, during the last 3 fiscal years, projections on the evaluation of its indicators: |
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12. General meeting and board |
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12.1 Describe the issuer’s administrative structure, as set out in its bylaws and rules, identifying: |
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X |
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X |
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12.2 Describe the rules, policies, and practices relating to general meetings, indicating: |
X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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12.3 In a chart, inform the dates and journals of publication: |
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12.4 Describe the rules, policies, and practices relating to the supervisory board, indicating: |
X |
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X |
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X |
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X |
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12.5 Describe the arbitration clause included in the bylaws for the resolution of conflicts among shareholders and between shareholders and the issuer through arbitration, if any |
X |
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12.6 With relation to each administrator and member of the issuer’s audit committee, indicate in a chart: |
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12.7 Provide the information mentioned in item 12.6 regarding members of the statutory committees, as well as the audit, risk, financial, and remuneration committees, even if such committees or structures are not statutory |
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12.8 Regarding each of the administrators and members of the audit committee, provide: |
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i. Main professional experience during the last 5 years, indicating: |
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ii. A list of all management positions that occupy or have occupied in public companies |
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i. Any criminal conviction |
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ii. Any conviction in administrative proceedings at the CVM and penalties applied |
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iii. Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity |
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12.9 Inform the existence of a marital relationship, stable union, or kinship until the second degree: |
X |
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X |
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X |
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X |
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X |
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12.10 Inform on the subordination, service provision, or control relationships maintained, over the last 3 fiscal years, between the issuer’s administrators and: |
X |
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X |
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X |
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X |
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12.11 Describe the provisions of any agreements, including insurance policies, which provide for the payment or reimbursement of expenditure borne by the administrators, as a result of damages caused to third parties or the issuer, penalties imposed by state agents, or agreements aimed at closing administrative or judicial proceedings, under the performance of their functions |
X |
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12.12 Provide other information the issuer considers relevant |
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13. Administrator’s remuneration |
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13.1 Describe the remuneration policy or practice of the supervisory board, the statutory and non-statutory board, the audit committee, the statutory committee, and the audit, risk, financial, and remuneration committees, addressing the following aspects: |
X |
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X |
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X |
i. Description of the remuneration elements and the purposes of each of them |
X |
ii. The proportion of each element in the total remuneration |
X |
iii. Methodology of calculation and readjustment of each of the remuneration elements |
X |
iv. Reasons that justify the remuneration composition |
X |
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X |
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X |
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X |
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X |
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X |
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13.2 With relation to the remuneration acknowledged in the result of the last 3 fiscal years and the remuneration predicted for the current fiscal year of the supervisory board, statutory board, and audit committee, prepare a chart with the following content: |
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i. Annual fixed remuneration, divided into: |
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ii. Variable remuneration, divided into: |
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iii. Post-employment benefits |
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iv. Termination benefits |
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v. Stock-based remuneration |
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13.3 Regarding the variable remuneration of the last 3 fiscal years and the remuneration predicted for the current fiscal year of the supervisory board, statutory board and, audit committee, prepare a chart with the following content: |
X |
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X |
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X |
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X |
i. Minimum amount provided in the remuneration plan |
X |
ii. Maximum amount provided in the remuneration plan |
X |
iii. Amount provided in the remuneration plan, in the event the targets set are achieved |
X |
iv. Amount effectively acknowledged in the income of the last 3 fiscal years |
X |
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X |
i. Minimum amount provided in the remuneration plan |
X |
ii. Maximum amount provided in the remuneration plan |
X |
iii. Amount provided in the remuneration plan, in the event the targets set are achieved |
X |
iv. Amount effectively acknowledged in the income of the last 3 fiscal years |
X |
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13.4 Regarding the stock-based remuneration plan of the supervisory board and the statutory board, during the last fiscal year and predicted for the current fiscal year, describe: |
X |
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X |
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X |
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X |
i. Minimum amount provided in the remuneration plan |
X |
ii. Maximum amount provided in the remuneration plan |
X |
iii. Amount provided for in the remuneration plan, in the event the targets set are achieved |
X |
iv. Amount effectively acknowledged in the income of the last 3 fiscal years |
X |
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13.4 Regarding the stock-based remuneration plan of the supervisory board and the statutory board, during the last fiscal year and predicted for the current fiscal year, describe: |
X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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13.5 Inform the stocks or quotas directly or indirectly held, in Brazil or abroad, and other securities convertible in stocks or quotas, issued by the issuer, its direct or indirect holding corporations, subsidiaries, or corporations under common control, by members of the supervisory board, statutory board, or audit committee, grouped by agency, on the last fiscal year end |
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13.6 Regarding the stock-based remuneration acknowledged in the income of the last 3 fiscal years and the remuneration predicted for the current fiscal year, of the supervisory board and statutory board, prepare a table with the following content: |
X |
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X |
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X |
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X |
i. Date of grant |
X |
ii. Amount of options granted |
X |
iii. Deadline for the options to be executed |
X |
iv. Maximum period for the execution of the options |
X |
v. Period of restriction to stock transfer |
X |
vi. Weighted average price of execution of each of the following groups of options: |
X |
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X |
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X |
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X |
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X |
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X |
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X |
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13.7 Regarding the outstanding options of the supervisory board and statutory board at the end of the last fiscal year, prepare a chart with the following content: |
X |
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X |
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X |
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X |
i. Amount |
X |
ii. Date when they will become executable |
X |
iii. Period of restriction to stock transfer |
X |
iv. Weighted average price of execution |
X |
v. Fair value of the options on the last day of the fiscal year |
X |
vi. Fair value of total options on the last day of the fiscal year |
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13.8 Regarding the options executed and stocks given relating to the stock-based remuneration of the supervisory board and the statutory board, over the last 3 fiscal years, prepare a chart with the following content: |
X |
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X |
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X |
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X |
i. Number of stocks |
X |
ii. Weighted average price of execution |
X |
iii. Total amount of the difference between the value of execution and the market value of stocks relating to options executed |
X |
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X |
i. Number of stocks |
X |
ii. Weighted average price of acquisition |
X |
iii. Total amount of the difference between the value of acquisition and the market value of the stocks acquired |
X |
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13.9 Brief description of the necessary information for the comprehension of the data disclosed in items 13.6 to 13.8, such as the explanation of the pricing method of the value of stocks and options, indicating, at least: |
X |
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X |
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X |
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X |
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X |
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X |
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13.10 Regarding the pension plans in effect granted to members of the supervisory board and the statutory directors, provide the following information in a chart: |
X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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13.11 In a table, indicate, for the last 3 fiscal years, with respect to the supervisory board, statutory board, and audit committee: |
X |
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13.12 Describe contractual arrangements, insurance policies, or other instruments that structure remuneration or indemnification mechanisms for administrators in the event of dismissal from the position or retirement, indicating the financial consequences to the issuer |
X |
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13.13 Regarding the last 3 fiscal years, indicate the percentage of total remuneration of each internal body recognized in the issuer’s result relating to members of the supervisory board, statutory board, or audit committee, which are parts related to the direct or indirect controlling shareholders as defined by the accounting rules on the matter |
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13.14 Regarding the last 3 fiscal years, indicate the amounts recognized in the issuer’s result as remuneration of members of the supervisory board, statutory board, or audit committee, grouped by internal body, for any reason except the function they occupy, such as, for example, commissions and consulting or advisory services provided |
X |
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13.15 Regarding the last 3 fiscal years, indicate the amounts recognized in the results of direct or indirect holding corporations, corporations under common control, and the issuer’s subsidiaries, as remuneration of members of the issuer’s supervisory board, statutory board, or audit committee, grouped by internal body, specifying the groundings for such amounts to be attributed to such individuals |
X |
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13.16 Provide other information the issuer considers relevant |
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14.1 Describe the issuer’s human resources, providing the following information: |
X |
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X |
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X |
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X |
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X |
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14.2 Comment on any relevant change occurred in relation to the figures disclosed in item 14.1 above |
X |
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14.3 Describe the remuneration policies of the issuer’s employees, informing: |
X |
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X |
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X |
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X |
i. Groups of beneficiaries |
X |
ii. Conditions of execution |
X |
iii. Prices of execution |
X |
iv. Periods of execution |
X |
v. Number of stocks affected by the plan |
X |
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14.4 Describe the relationships between the issuer and labor unions |
X |
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15.1 Identify the shareholder or group of controlling shareholders, indicating, with respect to each of them: |
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15.2 In a chart, list the information below on the shareholders, or groups of shareholders operating jointly or representing the same interest, with participation equal to or higher than 5% of the same class or types of stocks, which are not listed in item 15.1: |
X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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15.3 In a chart, describe the capital stock allocation, as investigated in the last general shareholder meeting: |
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15.4 In the event the issuer wishes to do so, add an organizational chart of the issuer’s shareholders, identifying all direct and indirect controlling shareholders as well as shareholders with participation equal to or higher than 5% of a class or types of stocks, provided that it is in accordance with the information presented in items 15.1 and 15.2 |
X |
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15.5 Regarding any shareholder agreement filed at the issuer’s headquarters or agreements of which the controlling shareholder is part, regulating the exercise of the right to vote and the transfer of the issuer’s transfer of issued stocks, indicate: |
X |
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X |
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X |
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X |
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X |
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X |
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X |
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X |
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15.6 Indicate relevant changes in the participations of members of the group of control and the issuer’s administrators |
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15.7 Provide other information the issuer considers relevant |
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16. Transactions with related parties |
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16.1 Describe the issuer’s rules, policies, and practices regarding transactions with related parties, as defined by the accounting rules on this matter |
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16.2 Inform, regarding transactions with related parties that, according to the accounting rules, should be disclosed in the issuer’s individual or consolidated financial statements that have been signed over the last 3 fiscal years or are in effect during the current fiscal year: |
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i. Nature and reasons for the transaction |
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ii. Interest rate charged |
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16.3 Regarding each of the transactions or sets of transactions mentioned in item 16.2 above occurred during the last fiscal year: (a) identify the measures taken to address conflicts of interest; and (b) demonstrate the strictly commutative character of the relations agreed upon or the appropriate compensation |
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17. Capital stock |
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17.1 Prepare a chart containing the following information on the capital stock: |
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17.2 Regarding an increase in the issuer’s capital stock, indicate: |
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X |
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X |
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X |
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X |
i. Money |
X |
ii. Goods (describe, if any) |
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iii. Rights (describe, if any) |
X |
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X |
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X |
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X |
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17.3 Regarding splits, reverse split, and bonus, inform, in a chart: |
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17.4 Regarding reductions in the issuer’s capital stock, indicate: |
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X |
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X |
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i. Money |
X |
ii. Goods (describe, if any) |
X |
iii. Rights (describe, if any) |
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17.5 Provide other information the issuer considers relevant |
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18. Securities |
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18.1 Describe the rights of each class and types of stocks issued: |
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i. Conditions |
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ii. Effects on the capital stock |
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18.2 Describe, if any, the statutory rules that limit significant shareholders’ right to vote or rules that force them to make the public offering |
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18.3 Describe exceptions and suspension clauses relating to equity or political rights provided for in the bylaws |
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18.4 In a chart, inform the volume of negotiations as well as the highest and lowest quotations of securities traded in stock exchanges or over-the-counter markets, in each quarter of the last 3 fiscal years |
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18.5 Describe other securities issued that are not stocks, indicating: |
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i. Conditions |
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ii. Effects on the capital stock |
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i. Redemption hypothesis |
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ii. Redemption amount calculation formula |
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i. Maturity, including conditions of anticipated maturity |
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ii. Insterests |
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iii. Guarantee and, if real, description of the good |
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iv. Absence of guarantee, if the credit is unsecured or subordinated |
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v. Any restrictions imposed to the issuer in question: |
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vi. The trustee, indicating the main terms of the agreement |
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18.6 Indicate the Brazilian markets in which the issuer’s securities are submitted to negotiation |
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18.7 Regarding each class and types of securities submitted to negotiation in foreign markets, indicate: |
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18.8 Describe the public offerings of distribution made by the issuer or third parties, including the issuer’s holding corporations, affiliates, and subsidiaries |
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18.9 Describe the public acquisition offerings made by the issuer relating to issued stocks of third parties |
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18.10 Provide other information the issuer considers relevant |
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19. Repurchased plans and securities in treasury |
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19.1 Regarding the issuer’s repurchased plans, provide the following information: |
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i. Number of stocks predicted, divided into class and types |
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ii. Percentage with respect to the total amount of stocks in circulation, divided into class and types |
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iii. Period of repurchase |
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iv. Reserves and profits available for repurchase |
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v. Other important characteristics |
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vi. Number of stocks acquired, divided into class and types |
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vii. Weighted average price of acquisition, divided into class and types |
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viii. Percentage of stocks acquired with respect to the total amount approved |
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19.2 Regarding transactions of securities maintained in treasury, in a chart, divided into type, class, and types, indicate the amount, total value, and weighted average price of acquisition of the following: |
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19.3 Regarding securities maintained in treasury on the end of the last fiscal year, indicate, in a chart, divided by type, class and types: |
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19.4 Provide other information the issuer considers relevant |
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20. Securities trading policy |
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20.1 Indicate if the issuer adopted a securities trading policy for direct or indirect controlling shareholders, directors, members of the supervisory board, the audit committee, and any agency with technical or advisory functions, created by a statutory provision, informing: |
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20.2 Provide other information the issuer considers relevant |
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21. Information disclosure policy |
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21.1 Describe internal rules, regulations, or procedures adopted by the issuer to ensure the information to be publicly disclosed is selected, processed, and reported in an accurate and timely manner |
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21.2 Describe the material fact disclosure policy adopted by the issuer, indicating procedures relating to the maintenance of confidentiality regarding non-disclosed relevant information |
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21.3 Inform the administrators responsible for the implementation, maintenance, evaluation, and supervision of the information disclosure policy |
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21.4 Provide other information the issuer considers relevant |
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22. Extraordinary business |
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22.1 Indicate the acquisition or alienation of any relevant asset not considered a normal transaction in the issuer’s business |
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22.2 Indicate significant changes in the issuer’s business practice |
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22.3 Identify relevant agreements signed by the issuer and its subsidiaries, not directly related to its operational activities |
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22.4 Provide other information the issuer considers relevant |
ANNEX 32 – I
Specific Rules for Issuers of Stocks Supporting Brazilian Depositary Receipts – BDR
Article 1.
Only stocks issued by foreign issuers may support Brazilian Depositary Receipts (BDR).Paragraph 1. The following issuers will not be considered foreign:
Paragraph 2. Suitability to the condition of foreign issuer will be verified during the registration request for
Paragraph 3. The condition of foreign issuer will be stated by the issuer in the registration requests referred in items I, II, and III of Paragraph 2 through a document signed by the issuer’s legal representative appointed pursuant to Article 3 of this Annex, containing:
Paragraph 4. The CVM may exceptionally exempt the issuer from verifying the suitability to the condition of foreign issuer in the hypothesis of Paragraph 2, item II, through a grounded request by the issuer.
Paragraph 5. Issuers registered at the CVM as foreign prior to December 31st, 2009 are exempted from proving suitability to the condition of foreign issuer in the hypotheses of Paragraphs 2, items II and III.
Article 2.
Foreign issuers sponsoring Brazilian Depositary Receipts program – BDR Level II or III will obtain registration in category A.Article 3. The following persons shall appoint legal representatives domiciled and residing in Brazil, with powers to receive subpoenas, notifications and summons relating to lawsuits against the issuer in Brazil or knowledge of Brazilian laws or regulations, to represent them before CVM, being able to receive correspondence, summons, notifications and clarification requests:
Paragraph 1. The legal representatives will accept the appointment in written, in a document that indicates knowledge of the powers granted to the legal representative and the responsibilities imposed by Brazilian law and regulations.
Paragraph 2. In the event of waiver, death, prohibition, disqualification, or change of status that prevents the legal representative from performing such functions, the issuer will have 15 (fifteen) business days to perform the replacement of the legal representative, in accordance with the formalities referred in Paragraph 1.
ANNEX 32-II
Specific Rules for Securitization Agencies
Article 1. Issuers performing credit securitization shall add the following to the Quarterly Information Form (ITR) and the Standardized Financial Statement Form (DFP):