Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – “CVM”), ruled the holding of the digital meetings by publicly-held companies through the edition of CVM Instruction No. 622, of 17^th April 2020 (“ICVM 622”), that amended CVM Instruction No. 481, of December 17, 2009 (“ICVM 481”), as a result of the edition of Measure Provisional No. 931, of March 30, 2020 (“MP 931”).

The meeting may be partially or exclusively digital. In the case of an exclusively digital meeting, the shareholders shall participate and vote only through electronic systems. In a partially digital meeting, shareholders can participate and vote in person or electronically.

Among the procedures ruled by ICVM 622, the following stand out:

I. the holding of digital meetings by any publicly-held company that complies with the requirements of ICVM 481;

II. the obligation of the following information be indicated in the meeting notice:

a) minimum percentage of participation in the necessary voting capital to request multiple vote procedure at the meetings hold with the purpose of electing members of the board of directors;

b) way that the meeting will be held: in person, partially or exclusively digital;

c) in the event of the meeting cannot be held at the company’s headquarters, the location of its performance, which shall be in the same municipality as its headquarters, except in the case of a partially digital meeting and with the due justification in the notice;

d) rules and procedures for the shareholders’ remote participation and voting at the meeting, which may be indicated in a reduced form in the notice, provided that it indicates the website where all information and documents are full available;

III. the use of the remote vote form for shareholders vote, regardless of the meeting way;

IV. the prior deposit of the documents requested by the company in the notice for the participation of the shareholders at the meeting, except for the shareholders that attend in person, who may present them until the beginning of the works;

V. the digital protocol of the documents mentioned in the item above;

VI. the electronic system adopted by the Company must:

a) register the shareholders’ presences and their respective votes;

b) ensure the manifestation and simultaneous access of the documents presented during the meeting;

c) enable full recording of the meeting;

d) allow communication between the shareholders;

VII. the disregard of the remote vote form previously sent by a shareholder who decides to participate and vote at the meeting through the electronic system;

VIII. the possibility of transmission of the meeting in widely accessible media, such as the internet;

IX. the remote participation of officers and directors, authorized third parties or other people whose presence is mandatory at the meeting held partially or exclusively in digital way;

X. the record in the minutes of the shareholders that have sent the remote vote form considered valid by the company or have registered their presences in the distance participation electronic system, by the chairman and the secretary, by their signatures by digital certification or recognized by other system that guarantees their authorship and integrity in a format compatible with that adopted by the company for holding the meeting.

CVM also revoked the requirement for signature certification in the shareholder’s request form, that holds at least half percent of the company’s corporate capital, of the list of addresses of the other shareholders for the purposes of its representation at the general meetings.

Finally, the CVM highlighted that the meeting convened before the ICVM 622 edition may be held digitally. For this purpose, the company shall disclose the necessary information (item II, b, c and d, above) by a Material Fact within five business days prior the meeting holding. Exceptionally, within only one business day for the meetings convened to be held until April 30th, 2020.

Access the ICVM 622 here. Access the ICVM 481 here.