Normative Ruling No. 622 of the Brazilian Securities and Exchange Commission – CVM (“ICVM 622/20”) and Normative Ruling No. 79 of the National Department of Business Registration and Integration – DREI (“IDREI 79”) set forth conditions for Brazilian companies to hold digital meetings with conditions for the participation of their partners similar to those they would have if they participated in person.

As provided for in ICVM 622/20 and IDREI 79, partially digital meetings are those in which the company will allow attendance and participation in person or through the electronic systems made available, and exclusively digital meeting are those in which only attendance and participation by electronic systems made available by society.

Among the main innovations of ICVM 622/20 and IDREI Nº 79, we highlight that:

• The summons must inform whether the meeting will be held partially or exclusively in digital form, as well as the rules and procedure for the attendance of the partners / shareholders;
• The partners / shareholders may manifest and have simultaneous access to documents presented during the meeting; and
• The meeting shall be fully recorded.

Lastly, general and special meetings convened by publicly held companies prior to the enactment of ICVM 622/20 may be held partially or exclusively digitally, provided that, within 5 (five) days of the said meeting, the company publishes material fact informing the rules and procedures on how shareholders can participate and vote through the system to be provided by the company for holding the virtual meeting. Exceptionally, meetings that will be held until April 30, 2020, may publish the aforementioned material fact will up to 1 (one) day prior to the meeting.

If you have any questions or need more information and clarifications, please contact us:

Jarbas Velloso                Marcel Kim Dib

jv@zancan.com.br          mkd@zancan.com.br