Call Notice (Art. 5º, RCVM 81)

It is now mandatory to include in the call notice of meetings:

• the minimum percentages of participation in the voting and non-voting capital stock necessary for the request for the installation of the body, when the fiscal council is not in operation or when the period of its operation ends on the date of the meeting;
• the place where the meeting will be held, which must be on the same city as the headquarters, if, due toforce majeure, the meeting is not held in the building where the company has its headquarters;
• if any, the ancillary physical locations made available for the participation of shareholders, as provided for in paragraph 5; and
• that the hypothesis in which, accepted the express company’s intention of ’not providing the remote voting form, as provided for in article 30-A of the resolution, unless requested by shareholders holding 0.5% of the capital stock, as established in article 30-A, paragraph 1.

The company will now have to present, in the call notice or in the other documents provided to shareholders, the reasons why it deems it more appropriate to accomplish the meeting face-to-face , partially digital or exclusively digital.

The com’any's headquarters or the place where the meeting is held shall be the main place for conducting the work and generating sounds and images of partially digital meetings, being possible to make available one or more accessory physical locations, including in city other than that of the com’any's headquarters, to which shareholders may attend in person to participate in the meeting.

The chairman of the meeting, the secretary and at least one member of the company’s administration must participate in person at the company's headquarters or, as the case may be, in loco where the meeting is held, except if the meeting is held exclusively digitally.

Participation at a distance will be allowed by third parties authorized to participate and persons whose attendance is mandatory at the meetings, notwithstanding in the manner of realization of the meeting.

Documents proving ownership of the shares held by shareholders

(Art. 6º, RCVM 81)

In addition to the one-month deadline to provide the remote voting form effective for the annual general meeting, the general meeting with the aim of electing members of the fiscal council and the board of directors and the annual and extraordinary general meeting held on the same date and time, the companies now have a period of until 21 days to make the remote voting form available for the other shareholders' meetings.

Companies will also have a period of 20 days before the date scheduled for the realization of the meeting, to include candidates nominated to the board of directors and to the fiscal council. It is now forbidden for the company to promote the reordering, renumbering or any format of reorganization of items in the remote  votingform that induces the shareholder to error about the matters to be deliberated.

The deadline for the shareholder to send the remote voting form to the company, which was previously seven days, was reduced to four days before the date of the meeting.

The company that provides electronic mail or electronic system for sending the remote voting form may establish that these will be the only ways and means for sending the remote voting form directly to the company, excluding the possibility of sending it by post office.

The company and service providers able to provide collection services and conveyance of instructions for filling out the remote voting form shall adopt ways and means to ensure shareholder identity and ensure genuineness and security in the conveyance of the information.

The provision of the remote voting form by companies is now waived when the following conditions are cumulatively met:

• the Company's most recent annual general meeting was held timely;
• at the most recent annual general meeting and at the other shareholders' meetings held since then, the Company:
• has made the remote voting form available timely or hasn’t done so because it is already exempt from doing so under Article 30-A; and
• has received, through the remote voting form, votes corresponding to shares representing at least 0.5% of the share capital;
• by the timing of the call of the meeting, no request has been received for the inclusion of candidates or proposals in the form;
• the Company has called the meeting with at least30 days in advance, expressly indicating its intention not to make the remote voting form available, and the shareholders have not communicated their opposition timely; and
• there has been no public offering of distribution of shares issued by the company since the most recent annual meeting.

Shareholders holding 0.5% or more of the capital stock may oppose the dismissal by means of a written expression, until 25 days before the date of the realization of the meeting.

In the event of exemption from remote voting form by the company, any requests for inclusion in the remote voting form of candidates for the board of directors and the fiscal council or for a proposal for a resolution must be submitted together jointly with the opposition mentioned above.

In the event of expression of opposition by the shareholders, the company must submit the remote voting form until 17 days before the realization date of the meeting.

The 5-day deadline was reduced to 48 hours before the date of the realization of the meeting, for the central depositary to forward to the company:

• the analytical statement of the voting instructions compiled, together with the statement of position, rank, status, standing shares; and
• the summary map of voting instructions, identifying how many approvals, rejections or abstentions each resolution received and how many votes each candidate received.

The analytical statement of the central depositary and the statement of share position shall indicate:

• the share position of each shareholder in relation to the same base date. Such base date must be expressly indicated, precede the date of realization of the meeting by four days in maximum and coincide jointly with the base date of the analytical statement of the bookkeeper and jointly with the base date of the analytical statement of the votes sent directly to the company; and
• the lowest balance of shares held by each shareholder in the period three months prior to the realization date of the meeting, in cases where the meeting has been called to elect members of the board of directors.

The company shall compile the voting instructions it has received directly and produce:

• the analytical statement of the voting instructions of the shareholders; and
• the summary map of voting instructions, which identifies how many approvals, rejections or abstentions each resolution received and how many votes each candidate received.

The statements shall consider the to entertain to hold in mind the shareholding position, rank, status, standing of each shareholder in relation to the base date of the analytical statements of the central depositary and the bookkeeper.

The company shall disclose, by means of an electronic system on the CVM website and on the company's own websiteuntil 24 hours prior to the meeting:

• the summary map of the central depository;
• the bookkeeper's summary map; and
• the summary map of the votes sent directly to the company.

The company that discloses, within 24 hours, the summary maps of the central depository, the bookkeeper and the votes sent directly to the company and obtains, as a result, a summary map consolidated will be exempt from disclosing the summary maps in a separate format.

By the beginning of the meeting, the company shall consolidate, making the necessary conciliations and rejecting the conflicting voting instructions:

• the analytical maps of the central depository, the bookkeeper and the votes sent directly to the company, resulting in an analytical map consolidated of the remote voting instructions; and
• the summary maps of the central depository, the bookkeeper and the votes sent directly to the company, obtaining, as a result, a summary map consolidated of the remote voting instructions that identifies how many approvals, rejections or abstentions each resolution received and how many votes each candidate received.

The chairman of the meeting, at the beginning of the meeting, shall announce that the summary voting map consolidated is available for consultation and proceed to read it, if requested by any shareholder.

The company now has to compute votes according with:

• the analytical statement of the shareholders' voting instructions provided by the bookkeeper;
• the analytical map consolidated; and
• the instructions of vote presented by the shareholders present at the meeting.

The company shall disclose, by means of an electronic system on the CVM website and on the company's own website:

• final summary voting map until the business day following the realization of the meeting. Remote and in person votes shall be consolidated, as computed at the meeting. It will necessary to identify how many approvals, rejections or abstentions each resolution received and how many votes each candidate received; and
• final detailed voting map, until seven business days after the date of the realization of the meeting. Remote and in person votes shall be consolidated, as computed at the meeting. The first five numbers of the shareholder's enrollment in CPF or in CNPJ shall be indicated, as well as its vote in relation to each resolution, the information on the shareholder position and, if there have been disregarded votes, the quantity of these votes and the reason of disregard.

The company that discloses the final detailed voting map until the business day following the realization of the meeting will be exempt from delivering the final summary voting map.

When the presentation of the remote voting form is waived, the disclosure of the final summary voting map and the final detailed voting map will also be waived, provided that the minutes of the meeting indicate the quantity of votes computed in favor or against and abstentions in relation to each proposal contained in the agenda of the meeting. The breakdown of the quantity of votes may be made in the text of the minutes themselves or in an attachment.

The remote voting form model (Annex M) now provides that:

• the votes indicated in item 11 (election of board of directors) shall be void if, at the time of the realization of the meeting, there are no candidates for the board of directors other than those indicated by the management or the controlling shareholder; and
• the votes indicated in item 20 (election of the fiscal council) shall be void if, at the time of the realization of the meeting, there is no applicant, candidate, contender to the fiscal council.

Annex O of RCVM 81 (inclusion of proposals in the remote voting form) had the percentages of the share capital updated: