CVM Resolution nº 849 – regulation of the extension of deadlines and the flexibilization of corporate law provisions

Brazilian Securities Commission (“CVM”), as authorized by Provisional Measure No. 931 of March 30, 2020 (“MP 931”), issued Resolution No. 849 of March 31, 2020 (“Resolution”), which defines new dates for submission of information by publicly held corporations and investment funds for the fiscal year 2020.

In order to relieve difficulties caused by the Covid-19 pandemic, the Resolution provides that publicly held companies[2] are allowed to publish and provide (i) financial statements within five (5) months from the end of the respective fiscal year; and (ii) the annual report required from fiduciary agents, pursuant to article 68, paragraph 1, item “b”, of Law No. 6404 of December 15, 1976 (“Corporations Law”), no later than six (6) months after the end of the fiscal year.

Also, in accordance with the terms of the Resolution, deadlines provided in CVM’s Instructions ending or beginning in the fiscal year of 2020 are extended, as indicated below.

• CVM Instruction 480 of December 7, 2009.

(a) The following deadlines are extended for two (2) months: (i) the update and confirmation of the registration form by issuers of securities, originally set up to May 31 of each year; (ii) the filing of the reference form, originally set up to five (5) months counting from the end of each fiscal year; (iii) the filing of the financial statements with CVM, by the Brazilian issuers of securities, originally set up to three (3) months following the end of the fiscal year; (iv) the filing of the standard financial statements form (DPF) by the Brazilian issuer of securities, originally set up to 3 (three) months from the end of each fiscal year or on the same date of submission of financial statements, whichever occurs first; and (v) the filling of the report regarding the Brazilian Corporate Governance Code – Listed Companies, by the issuer of securities registered in Category A, originally set up to 7 (seven) months from the end of the fiscal year.

(b) The deadline for filing the quarterly information form (ITR) for the first quarter of the fiscal year by publicly held companies with fiscal year ending on December 31st, 2019 is extended for forty-five (45) days – it is originally scheduled to be provided within forty-five (45) days from the closing date of each quarter.

• CVM Instruction 583 of December 20, 2016

(a) The deadline for disclosure by the fiduciary agent of the annual report is extended for two (2) months. Such report refers to the disclosure of relevant facts regarding issuance of securities occurred during the year, individually for each issuance, which is originally set up to four (4) months as from the end of each fiscal year.

• CVM Instruction 539 of November 13, 2013

(a) The deadline for the submission of the report regarding the compliance with the rules and procedures of CVM Instruction No. 539 and recommendations regarding possible deficiencies with definition of a schedule for corrections is extended for three (3) months. Such report must be submitted by officers and addressed to management bodies of companies belonging to the distribution system and securities consultants. The original deadline is scheduled to the last business day of April, regarding the previous calendar year.

• CVM Instruction 476 of January 16, 2009

(a) The effectiveness of article 13 of CVM Instruction 476 was suspended for a period of four (4) months. Such article refers to the 90-day lock-up period for trading securities, when, alternatively or cumulatively: (i) the acquirer is a professional investor; and (ii) the security is issued by a company registered with the CVM.

In addition, with respect to investment funds regulated by the CVM, the Resolution authorizes: (i) the holding of online ordinary or extraordinary meetings, allowing remote participation and voting regardless of the provision in the investment funds’ bylaws, for all eligible matters during the fiscal year 2020, provided that knowledge is given to all quotaholders and their participation is allowed complying with the deadlines provided for in the current regulation; and (ii) the financial statements for the fiscal years ended between December 31, 2019 and March 31, 2020 be considered automatically approved if the corresponding meeting, convened in a virtual manner, is not installed due to the non-attendance of sufficient investors, provided that the corresponding audit report does not contain a different opinion.

Costa Tavares Paes Advogados is at your disposal to provide any further information regarding MP 931 and CVM Resolution No. 849.

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