Machine Translated by Google FEDERAL SENATE SENATE DRAFT LAW No. 289, DE 2012 Amends Law No. 6,404, of December 15, 1976, to provide for the obligation to have a Sustainability Report for companies or corporations. The National Congress decrees: Art. 1st This Law adds provisions to Law No. 6,404, of December 15, 1976, which deals with Corporations, to provide for the obligation of a Sustainability Report for companies or corporations. Art. 2nd Article 133 of Law No. 6,404, of December 15, 1976, becomes take effect with the following changes: "Art. 133. ....................................................... ........................................................................ VI – the annual sustainability report. ....................................................................... § 6 The report referred to in item VI of the caput of this article shall address sustainability in its environmental, social and corporate governance dimensions.” (NR) Art. 3 This Law enters into force on the date of its publication. Machine Translated by Google 2 JUSTIFICATION A recent survey carried out by BM&Bovespa points to a still very small universe of companies that prepare the Sustainability Report – a publication in which actions aimed at reducing the environmental impacts resulting from their activities, social programs aimed at the well-being of communities and the good corporate governance practices adopted. In Brazil, according to this survey, only 21% of publicly traded companies publish the document, which is considered the main instrument for communicating the socio- environmental performance of organizations. And they only do so at the request of foreign investors. The financial market has been increasing its interest in knowing companies that adopt responsible environmental, social and management conduct. This information is essential to guide the behavior of shareholders, both national and foreign, as well as to inform these groups of how the capital invested by them is used in dealing with the socio-environmental issues of corporations. In this context, preparing a Sustainability Report as an indicator of the socio- environmental aspects of their operations is already a common practice adopted by many companies in several countries, including emerging ones. With the objective of inducing the practice of transparency by organizations in the country and reinforcing a movement that is already emerging in the international capital market, we believe it is essential to make the preparation of the Sustainability Report mandatory by all companies or corporations. To this end, we suggest including new provisions in art. 133 of Law No. 6,404, of December 15, 1976, which deals with Corporations. For the reasons presented, we urge the distinguished Peers to welcome this is our proposal. Session Room, Senator VITAL DO RÊGO Machine Translated by Google 3 CITED LEGISLATION LAW No. 6,404, OF DECEMBER 15, 1976. Vide compiled text Provides for Corporations. (See Decree-Law No. 1978, of 1982) THE PRESIDENT OF THE REPUBLIC, I make it known that the National Congress decrees and I sanction the following Law: Administration Documents Art. 133. Managers must communicate, up to 1 (one) month before the date set for the annual general meeting, by means of announcements published in the manner provided for in article 124, which are available to shareholders: I - the management report on the company's business and the main administrative facts for the year ended; II - a copy of the financial statements; III - the opinion of the independent auditors, if any. IV - the opinion of the fiscal council, including dissenting votes, if any; and (included by Law No. 10,303 of 2001) V - other documents relevant to matters included in the agenda. (Included by Law No. 10,303 of 2001) § 1º The announcements will indicate the place or places where the shareholders can obtain copies of these documents. § 2 The company will send a copy of these documents to shareholders who request it in writing, under the conditions provided for in § 3 of article 124. § 3 The documents referred to in this article will be published within 5 (five) days, at least, before the date set for the general meeting. § 3 The documents referred to in this article, with the exception of those contained in items IV and V, will be published up to 5 (five) days, at least, before the date set for the general meeting. (Wording provided by Law No. 10,303 of 2001) Machine Translated by Google 4 § 4 The general meeting that gathers all the shareholders may consider the lack of publication of the announcements or the non-compliance with the deadlines referred to in this article to be remedied; but it is mandatory to publish the documents before the meeting is held. § 5 The publication of advertisements is waived when the documents to which they refer this article are published up to 1 (one) month before the date set for the annual general meeting. (To the Environment, Consumer Protection and Inspection and Control Commissions; and Constitution, Justice and Citizenship, with the last decision making the final decision) Published in the DSF, on 08/08/2012. Special Secretariat for Publishing and Publications of the Federal Senate – Brasília-DF OS: 13759/2012