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CVM INSTRUCTION 202, DATED DECEMBER 06, 1993 (as amended by CVM Instructions 238/95, 245/96, 274/98, 309/99, 344/00, 351/01, 358/02, 373/02 and 461/07) THIS IS A FREE TRANSLATION. ANY QUESTIONS ARISING FROM THE TEXT MAY ONLY BE ELUCIDATED BY CONSULTING THE ORIGINAL IN PORTUGUESE. Regulates the registration of companies for the trading of their securities in stock exchanges or in the over-the-counter market. The Chairman of the Comissão de Valores Mobiliários - CVM (The Securities and Exchange Commission of Brazil) announces that the Board of Commissioners, at its meeting on November 30, 1993, and based on the provisions of articles 21 and 22, sole paragraph, item I, of Law 6.385, dated December 7, 1976, RESOLVED: Article 1. The trading of securities issued by corporations in the stock exchanges or in the over-the-counter market depends on prior registration of the company with the CVM, in accordance with the rules contained in this Instruction.
Article 2. Revoked by CVM Instruction 344 of August 17, 2000.
Article 3. Revoked by CVM Instruction 461 of October 23, 2007. Article 4. The request for company registration may be submitted to the CVM together with the request for public distribution of securities mentioned in article 19 of Law 6.385, dated December 7, 1976 and, if the approval is granted, it shall apply to both requests. Sole paragraph. Publicly-held companies already registered for the trading of their securities in the over-the-counter market wishing to be registered for the trading of their securities in the Stock Exchange or in the organized over-the-counter-market shall send to the CVM the document mentioned in item III of article 7 of this Instruction.
DIRECTOR OF RELATIONS WITH INVESTORS Article 5. In order to a company to be registered with the CVM, the company's by-laws or the Board of Administrators shall attribute to one director the accountability for relationship with investors, which may be exercised together with other executive attributions.
Article 6. The director of relationship with investors is accountable for providing information to investors, to the CVM, and, if the company is registered with a stock exchange or organized over-the-counter market, to these entities, as well as keeping the company registration updated. (articles 13, 16 and 17).
DOCUMENTS REQUIRED FOR OBTAINING THE COMPANY REGISTRATION Article 7. The registration of the company shall be requested together with the following documents: I - the minutes of the meeting of the Board of Administrators or the minutes of the General Shareholders Meeting at which the director accountable for the relations with investors was nominated (article five);
II - a request signed by the director accountable for relations with investors, containing information on:
a. the principal characteristics of the securities distribution; b. the allotment of company shares stating the manner in which its shares have been distributed in the market, with an enclosed registered list of the current shareholders and the respective quantities of shares held; or c. other grounds on which the request for registration is founded. III - in the event of a request for registration for trading in the Stock Exchange or in the organized over-the-counter market, a statement from the entitiy notifying the approval of the request for admission to the trading of the securities issued the company, depending only on obtaining registration with the CVM;
IV - an updated copy of the by-laws; V - financial statements and explanatory notes of the three most recent fiscal years as set forth in article 176 of Law 6.404 (Corporation Law) of December 15, 1976, indicating the newspapers and dates of their publication; VI - financial statements for the last financial year or drawn up in a posterior date to end of the last financial year in constant currency, in the terms of the regulation issued by the CVM;
VII - the Management Report for the last financial year drawn up in accordance with article 133 of Law 6.404 of December 15, 1976, and CVM Legal Opinion 15 of December 28, 1987; VIII - the independent auditor’s opinion, who shall be properly registered with the CVM, concerning the financial statements from the last fiscal year (item V) and the financial statements mentioned in item VI above; IX - consolidated financial statements drawn up in accordance with the legislation in force (Law 6.404/76, articles 249 and 250) and the CVM rules, in constant currency, accompanied by explanatory notes and the independent auditor’s opinion, for the most recent fiscal year, or for a posterior period to the end of the most recent fiscal year, whether in this period the investments added to credits in controlled companies represent more than thirty percent (30%) of the net worth of the company.
X - financial statements and, if applicable, consolidated statements accompanied by explanatory notes and the independent auditor’s opinion, duly registered with the CVM, and drawn up in accordance with the provisions of Law 6.404/76 and in constant currency, produced at the most three months before the request for registration with the CVM when:
a. the most recent fiscal year is of exactly 12 (twelve) months and, on the date the request for registration was made, a period of time equal to or greater than 45 (forty-five) days has already passed after the end of that fiscal year; b. the most recent fiscal year lasts above 12 (twelve) months and the company is yet to produce the respective financial statements; c. the current fiscal year will last more than 12 (twelve) months and, on the date the request for registration was made, a period equal to or greater than 12 (twelve) months has passed. XI - the minutes of all shareholders meetings which occurred on the 12 (twelve) months period preceding the date of registration with the CVM; XII - a facsimile of the certificates for all types of securities issued by the company or, if applicable, a copy of the contract agreed with the respective registrar of companies services provider; XIII - in case of a company at a pre-operational phase, a feasibility study on the economic-financial aspects of the project, which shall state the risk factors involved in the venture, drawn up on a date preceding by up to three months the date the request for registration was made to the CVM; XIV - Annual Information Form - IAN (articles 22 and 23);
XV - Standardized Financial Statements (Demonstrações Financeiras Padronizadas – DFP), drawn up in constant currency (articles 22 and 23); XVI - Quarterly Information Report (Informações Trimestrais – ITR) containing information on the first three quarters of the current fiscal year, drawn up in constant currency, provided that not more than 45 (forty-five) days have passed since the closure of each quarter. Such information shall be accompanied by a Special Revision Report issued by an independent auditor registered with the CVM, following the practices recommended by the Technical Communiqué - CT-IBRACON Nº. 2, of July 23, 1990, issued by the Instituto Brasileiro de Contadores ("Brazilian Institute of Accountants") and approved by the CFC Resolution Nº 678, of July 24, 1990, from the Conselho Federal de Contabilidade ("Federal Board of Accounting") in articles 22 and 23.
NON-MANDATORY DOCUMENTS Article 8. The presentation of forecasts is optional, but, when they are released, the company shall follow the following proceedings: I – to present, clearly, for each of the forecasted items and timeframes, the correspondent methodology used in the calculations and assumptions; II – to present, when providing the quarterly information mentioned in article 16, item VIII, a comparison between the forecasts and the actual results which were obtained during the quarter, indicating clearly and exactly the reasons which led to deviations between the forecasts and the actual results; III - when, at the discretion of the administrators, and based on solid grounds, the projections cease to be valid or are amended, the market should be informed immediately in the manner envisaged by article 157, paragraph 4, of Law 6.404, of December 15, 1976, and the CVM Instruction 31/84, with proper reasons given. Article 9. It is recommended but not compulsory that information should be given on: I - the capital structure; and II - a managerial analysis. Sole Paragraph. Definitions: a. capital structure - the relationship between the company's own resources and that of third parties, which the administrators consider adequate and intend to maintain in the long-term; b. managerial analysis - the appreciation, by the managers, of the principal events occurred in the company which is relevant and affects the company’s life, including those concerning its net worth and income; these comments should allow the investor to evaluate the financial results of the company through the information known by the managers and not necessarily reflected in the financial statements. EXAMINATION OF THE COMPANY´S REGISTRATION Article 10. The registration will be regarded as automatically granted whether its request is not refused within 30 (thirty) days after its receipt by the CVM, due protocol confirmation, together with the required documents and information. Sole Paragraph. The failure in presenting all the required documents set forth in article 7 of this Instruction will lead to the disregard of the request for registration and its cancellation. Article 11. The deadline of 30 (thirty) days may be interrupted on just one occasion if the CVM seeks additional documents and information relative to the request for registration to become a publicly-held company or the request for registration of the public offering (article 4). Once such information has been fulfilled, a new deadline of 30 days will begin. Paragraph 1. In order to the company fulfill such additional information, a timeframe not exceeding 60 (sixty) days will be granted, beginning from the date of receipt of the respective correspondence, and after which the request will be cancelled. Paragraph 2. Whether the information is fulfilled before 15 (fifteen) days have passed after the original request for registration, the interruption mentioned in the caput of this article will not apply. Article 12. Revoked by CVM instruction 373 of June 28, 2002. UPDATING THE COMPANY REGISTRATION Article 13. Once the registration has been granted, the company shall follow the proceedings below: I - send to the CVM, to the stock exchange where its securities were originally admitted, to the stock exchange where they were most traded during the last fiscal year, and to other exchanges requesting them, periodical and occasional information envisaged by articles 16 and 17 of this Instruction within the established deadlines; II – make the information mentioned in item I available to the securities owners, at the shareholders department of the company; and III – update the CVM with any modification in the company register informations, within five days after such modification occurs.
Article 14. All information received by the CVM will be of public nature, except those classified by the company as confidential. Paragraph 1. At the discretion of the CVM, the requirement to present periodical / occasional information may be relaxed when the company’s administrators believe that its release will become a risk for the company’s legitimate interests. In such situation, the provisions of article 157, paragraph 5 of Law 6.404 of December 15, 1976 and of CVM Instruction 31 of February 8, 1984 will apply. Paragraph 2. If the directors choose not to release the information, they shall give the reasons which induced them to believe that such disclosure would be a risk for the company’s legitimate interests. Paragraph 3. When companies send confidential information to the CVM, they shall do so in a separate document addressed to the Chairman of the CVM in a sealed envelope, on which the word "Confidential" shall appear. Article 15. The CVM will only consider a request for registration of public offering, or any other pledge, if the company keeps its registration updated under the terms of article 13 of this Instruction. PERIODICAL INFORMATION Article 16. The Company should provide, under the conditions of article 13 of this Instruction, the following periodical information within the specified timeframes: I – financial statements and, if this is the case, consolidated statements drawn up in accordance with the provisions of Law 6.404 of December 15, 1976, and rules issued by the CVM, followed by the Management Report and the independent auditor’s opinion:
II - Standardized Financial Statements (Demonstrações Financeiras Padronizadas– DFP), within the periods established by item I of this article;
III - summons to call the annual shareholders meeting on the same day as it is published in the Press; IV – Annual Information Form (Formulário de Informações Anuais – IAN):
V - a summary of the decisions taken by the annual Ordinary Stockholders’ General Meeting on the day after it was held; VI - the minutes of the annual Ordinary Stockholders’ General Meeting within 10 (ten) days after it was held, with references to the dates and newspapers of its publication, if this has already occurred; VII - a facsimile copy of the certificates for securities issued by the company if there have been any amendments to those sent earlier, within 10 (ten) days after the alteration(s); VIII - Quarterly Information Report (Informações Trimestrais – ITR) - drawn up in constant currency, accompanied by the Special Revision Report (item XVI of the article 7 of this Instruction) issued by an independent auditor registered with the CVM, within 45 (forty-five) days after the completion of each quarter (except the last one) of the fiscal year or when the company releases such information to shareholders or third-parties, in the circumstance it occurs first.
Paragraph 1. If the company is still in a pre-operational phase, it shall provide, together with the Annual Information Form - IAN updated information on the progress of the project originally filed with the CVM when the request for registration was made. Paragraph 2. If the company has been declared bankrupt, the trustee should provide semi-annual information on terms, completed stages, selling of assets, income, payments and other material information for the securities market, within 45 (forty-five) days after the end of each semester. Paragraph 3. If the company goes into administrative liquidation, the information referred to in the previous paragraph shall be supplied within 45 (forty-five) days after the end of each quarter of the financial year. Paragraph 4. The failure to provide annual information as a consequence of not holding an annual Ordinary Stockholders’ General Meeting within the deadlines set forth in article 132 of Law 6.404, of December 15, 1976, shall be considered as a violation of the provisions of item IV of this article. Paragraph 5. For the purposes of the paragraph above, the 30 (thirty) days period established in item IV of this article will be counted from the end of the legal deadline for the holding of the annual Ordinary Stockholders’ General Meeting. Paragraph 6. Corporations may send the information mentioned in items III, V and VI of this article by facsimile or telex, which shall contain the register information provided in the Periodical and Occasional Information Forms - IPE. All information shall be filed using the correspondent standardized form and within the deadlines. Paragraph 7. The Annual Information Form – IAN shall be updated whenever any event occurs altering the information provided under the terms of item IV of this article, within 10 (ten) days from the occurrence of the event.
OCCASIONAL INFORMATION Article 17. The Company shall provide, according to the means set forth in article 13 of this Instruction, the following occasional information within the stipulated deadlines: I - summons to call Special or Extraordinary Shareholders General Meeting, on the same day it is published; II - a summary of the decisions taken by the Special or Extraordinary Shareholders General Meeting, on the day after the meeting has been held; III - the minutes of the Special or Extraordinary Shareholders General Meeting, within 10 (ten) days after the meeting has been held; IV - controlling shareholders agreement (article 118 of Law 6.404 of December 15, 1976), when it is filed with the company; V - Joint ventures agreements (article 265 of Law 6.404 of December 15, 1976), when it is approved; VI - notification of material events, according to article 157, paragraph 4, of Law 6.404 of December 15, 1976, and CVM Instruction 31/84, on the same day as its disclosure by the Press; VII - information on forced agreement with creditors, its grounds, financial statements especially drawn up to obtain such legal privileges and, if applicable, the situation of debentures holders in relation to their earnings rights, on the same day as the court receives the suit; VIII – court decision on the forced agreement with creditors, on the same day the company becomes aware of it; IX - information on a request or confession of bankruptcy, on the same day the corporation becomes aware of it or when the request is made to the court, respectively; X - the judgment declaring bankruptcy, with the nomination of the trustee, on the same day the company is aware; XI - other information requested by the CVM, within the timeframe set by it.
Sole Paragraph. For sending occasional information within the deadlines fixed by the items I and XI of this article, the provisions set forth in paragraph 6 of article 16 apply. Article 18. Without prejudice of the administrators’ liability, in the terms of the article 9, item V and article 11 of Law 6.385 dated December 7, 1976, with the wording amended by Law 9.457 dated May 5, 1997, and by article 2 of MP 1.742-18 dated June 2, 1999, a publicly-held company which omits to update its registration within the terms set forth in articles 13, 16 and 17 of this instruction will be subject to a daily fine as stated at the tables below:
I - Financial Statements
II - Standardized Financial Statements (DFP)
III - Documents and Information related to article 16 - III and V to VII
IV - Annual Information Form - IAN - article 16 - IV and Quarterly Information Report – ITR - article 16 - VIII
V - Documents and Information provided for in article 17, items I to X
Paragraph 1. The Net Worth shall be the one calculated on December 31st of the preceding year of the application of the fine.
Paragraph 2. In case the net worth is zero or negative at the date provided at the above paragraph, the fine will be charged for the lower value stated in the respective table.
Article 19. It is considered objective violation of regulation, under which shall be executed the summary administrative procedure (in accordance with the Annex attached to CMN Resolution 1.657/89), when the administrator of the company does not adopt the proceedings listed in article 13, items I to III, except under the circumstance set forth in article 17, item VI of this Instruction. Sole Paragraph. It is considered as serious violation for the purposes of paragraph 3 of article 11 of Law 6.385 of December 7, 1976: I – The violation of article 17, item VI of this Instruction; II – The non-fulfillment of the timeframe prescribed in article 132 of Law 6.404 of December 15, 1976 prescribed for the realization of the Ordinary Stockholders’ General Meeting;III – The repetition of the objective violations defined in the caput of this article.
GENERAL PROVISIONS Article 20. The registration with the CVM does not imply any judgment of the company; its administrators are accountable for the truth of the information given. Article 21. A company registered within the terms of this Instruction shall declare its condition of publicly-held company in the publications stipulated by the Corporation Law and by other regulation concerned with the securities market. Article 22. The following information shall be provided by electronic means, with software supplied by the CVM: I - Standardized Financial Statements – DFP (article 16, item II); II - Annual Information Form – IAN (article 16, item IV); III - Quarterly Information Report – ITR (article 16, item VII).
Article 23. Concerning other periodical and occasional information required from companies, two copies printed in A4 papers shall be sent. Sole Paragraph. The CVM’s C.E.O. has authority to alter, include or suppress the forms and the programs approved by this article.
TRANSITORY PROVISIONS Article 24. This Instruction will come into effect in January 1, 1994, and from this date onwards CVM Instructions 60, of January 14, 1987, 73, of December 22, 1987, 118, of May 7,1990 and 127, of July 26 1990 are revoked. Original signed by LUIZ CARLOS PIVA CHAIRMAN OF THE BOARD |