Arbitration
Applicable to arbitrations commenced on or after 30 June 2026
PRELIMINARY PROVISIONS
Article 1 - Submission to the Rules
1.1 These Arbitration Rules (“Rules”) establish the provisions governing arbitral proceedings administered by the Market Arbitration Chamber (“CAM” or “Arbitration Chamber”).
1.2 In each arbitral proceeding administered by the CAM, the parties may, by mutual agreement, stipulate modifications to these Rules, which shall be applicable only to the specific arbitral proceeding, it being understood that the parties may not derogate from provisions of these Rules concerning the organization and administration of the proceedings.
1.3 The Presidency of CAM shall decide on any gaps, omissions, or on the interpretation of these Rules whenever so requested by the parties before the constitution of the arbitral tribunal or, at any time, with respect to matters concerning the organization and administration of the proceedings and may likewise do so on its own initiative through the issuance of Resolutions.
Article 2 - Written Communications
2.1 All written communications between the parties, as well as communications between the parties and the arbitral tribunal, or from the arbitral tribunal to the parties and, where applicable, to other persons participating in the arbitral proceedings, shall be made through CAM.
2.2 Written communications concerning all procedural acts shall preferably be made through the platform made available by the CAM and/or by electronic means.
2.3 Additionally, and on an exceptional basis, written communications may be made by any other means, provided there is evidence of dispatch and of receipt (such as registered mail, courier service, hand delivery or fax, among others).
2.4 The parties shall inform CAM and keep updated their names, identification details, and electronic and physical addresses, as well as those of their counsel, and shall immediately notify the CAM Secretariat, the arbitral tribunal, and the counterparty of the appointment of other attorneys-in-fact, for the purpose of receiving written communications.
2.5 Written communications shall be deemed received when (a) delivered to the address (electronic or physical) indicated by the party, as well as when (b) sent by the CAM through the platform.
2.6 If, for any reason, the address (electronic or physical) is not indicated by the party itself, written communications made by any of the following means shall be deemed received, without any order of preference:
i. delivered directly to the party or its representative, wherever they may be;
ii. delivered at the place of business, residence or postal address of the party or its representative; or
iii. delivered to the address (electronic or physical) indicated for the receipt of communications in the arbitration agreement or in the contract to which the arbitration relates.
2.7 Written communications shall be deemed made, including for the purposes of calculating time limits, on the date on which they are (a) sent to the electronic address, (b) uploaded to the platform, or (c) received at the physical address, as applicable.
Article 3 - Emergency Arbitrator
3.1 If the arbitration agreement does not contain an express provision to the contrary, a party may request the CAM to appoint an emergency arbitrator before the constitution of the arbitral tribunal, where an urgent measure is required that cannot await the constitution of an arbitral tribunal.
3.2 Decisions of the emergency arbitrator are of a provisional nature and shall not bind the arbitral tribunal, which may maintain, modify or revoke them.
3.3 The Emergency Arbitrator proceedings shall be governed by the rules set forth in Appendix I to these Rules.
Article 4 - Interim Measures
4.1 Without prejudice to the provisions regarding the emergency arbitrator, upon the request of any party, the arbitral tribunal may issue reasoned decisions of a precautionary or anticipatory nature (“interim measures”).
4.1.1 The arbitral tribunal may, on its own initiative or at the request of any party, order coercive measures to ensure compliance with the interim measures.
4.1.2 The arbitral tribunal may make the granting of interim measures subject to the provision of security.
4.2 Alternatively, where there is urgency and the arbitral tribunal has not yet been constituted, any party may request interim measures from the competent judicial authority. The party requesting interim measures shall notify the CAM accordingly.
4.3 Following its constitution, the arbitral tribunal shall decide whether to maintain, modify or revoke any interim measure granted by an emergency arbitrator or by the competent judicial authority.
Article 5 - Time Limits
5.1 Time limits shall be calculated on a continuous basis, commencing on the first Business Day following the communication, pursuant to Article 2.7.
5.2 If the expiry of a time limit falls on a non-Business Day, such time limit shall be deemed extended until the first subsequent Business Day.
5.2.1 Business Days are days on which the CAM is open for business.
5.2.2 All time limits shall be suspended during the CAM recess.
5.3 The time limits provided for in these Rules may be modified, if necessary, at the discretion of the arbitral tribunal.
5.3.1 Prior to the constitution of the arbitral tribunal, the time limits provided for in these Rules may be extended by the Secretariat, if it deems it necessary or upon a duly justified request by the interested party.
5.4 In the absence of a time limit provided for in these Rules or established by the arbitral tribunal, a period of 7 (seven) days shall apply.
COMMENCEMENT OF THE ARBITRAL PROCEEDINGS
Article 6 - Request for Arbitration
6.1 A party wishing to commence arbitration shall submit to the CAM a Request for Arbitration (“Request”) containing the following information:
i. the name or corporate name, full identification details and address (electronic and physical) of the parties involved in the arbitration;
ii. the name or corporate name, address (electronic and physical) and any other contact details of the representative of the requesting party, if applicable;
iii. a brief description of the facts underlying the claims;
iv. the relief sought;
v. the amount in dispute or an estimate thereof;
vi. an indication or proposal regarding the seat of the arbitration, the applicable law and the language;
vii. a proposal regarding the number of arbitrators, if the arbitration agreement does not contain a provision to that effect;
viii. a request for the joinder of additional parties, if applicable, pursuant to Article 9; and
ix. information regarding any third party with a direct interest in the dispute and any third-party funding arrangement.
6.2 The requesting party shall attach to the Request:
i. a copy of the document containing the arbitration agreement;
ii. evidence of payment of the initial costs, in accordance with the Schedule of Costs and Fees in force on the date the Request for Arbitration is submitted;
iii. a power of attorney, if applicable, granting specific authority to represent and defend the party's interests, including to sign the Terms of Reference, together with supporting documents evidencing the grant of powers;
iv. in cases where the claims presuppose the current or former status of shareholder, documents prima facie evidencing such status.
6.2.1 The documents shall be submitted in the language of the arbitration, as provided in the arbitration agreement. If the documents were originally drafted in another language, the party shall submit them in a translated version.
6.3 If the party fails to comply with any of the requirements set out in Articles 6.1 and 6.2, the CAM shall request that the omission be remedied within a time limit established by the Secretariat, failing which the case may be closed.
6.3.1 The closing of the case shall not prejudice the right of the party to subsequently submit the same claims in a new Request, upon payment of the corresponding initial costs for each new Request.
6.3.2 A new Request may be dismissed in limine by the CAM if the party attaches thereto the same documents previously deemed unsuitable for the purposes of complying with Article 6.2(iv) in one or more prior Requests.
Article 7 - Answer to the Request for Arbitration
7.1 The CAM shall notify the respondent of the Request for Arbitration and the documents submitted therewith, requesting that, within 15 (fifteen) days, it submit its answer ("Answer to the Request for Arbitration"), which shall contain the following information:
i. confirmation of its name or corporate name, identification details, and address (electronic and physical);
ii. the name or corporate name, address (electronic and physical), and any other contact details of the respondent’s representative, if applicable;
iii. its comments on the facts giving rise to the dispute and on the requesting party’s claims;
iv. any counterclaims and an estimate of the amounts involved in the dispute;
v. its comments on the seat of arbitration, the applicable law, and the language of the arbitration;
vi. a proposal regarding the number of arbitrators, if the arbitration agreement does not contain a provision to that effect;
vii. a request for the joinder of additional parties, if applicable, pursuant to Article 9; and
viii. information regarding any third party with a direct interest in the dispute and any third-party funding arrangement.
7.2 The respondent shall attach to the Answer to the Request for Arbitration a power of attorney, if applicable, granting specific authority to represent and defend the party’s interests, including the authority to sign the Terms of Reference.
7.3 The absence of any party duly notified pursuant to Article 2, or the failure of any party to make submissions, shall not prevent the arbitral proceedings from continuing.
Article 8 - Existence, Validity and Scope of the Arbitration Agreement. Prima Facie Review
8.1 A party wishing to raise an objection regarding the existence, validity or scope of the arbitration agreement, including with respect to any of the parties, shall submit a formal objection at the first opportunity it has to make submissions.
8.2 Failure to evidence, by documents, the current or former status of shareholder, pursuant to Article 6.2(iv), constitute grounds for objetion.
8.3 The other parties shall be invited by the CAM to comment on the objection.
8.4 Once the objection has been submitted, the Presidency of CAM shall conduct a prima facie review of the arbitration agreement and may decide:
i. that the arbitral proceedings shall continue, in whole or in part, without prejudice to a subsequent determination by the arbitral tribunal; or
ii. that the arbitral proceedings shall be dismissed in their entirety.
8.4.1 If the Presidency of CAM has decided, pursuant to Article 8.4, that the arbitral proceedings shall not continue in part, such decision shall not prevent the parties from submitting the same claims in other proceedings, except in the situation provided for in Article 6.3.2.
Article 9 - Joinder of Third Parties
9.1 Any of the parties may bring third parties into the arbitral proceedings, on a single occasion, by submitting a duly reasoned Third-Party Joinder Request.
9.1.1 The parties may bring third parties into the proceedings until the first time limit established by the Secretariat for the parties to appoint arbitrators.
9.1.2 Third parties having standing may also, by means of a Third-Party Joinder Request, apply to participate on one side of the arbitration, provided they do so before the expiry of the first time limit established by the Secretariat for the appointment of arbitrators. After the expiry of such time limit, the third party shall, if applicable, commence a new arbitration.
9.1.2.1 In cases where regulations of the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM) require the issuer to disclose information regarding the existence of the arbitration, the time limit for a Third-Party Joinder Request by the third party having standing shall be 30 (thirty) days from the disclosure made by the issuer.
9.2 A third party brought into the arbitral proceedings shall have a period of 15 (fifteen) days from receipt of the notice of the Third-Party Joinder Request to submit its answer to the Third-Party Joinder Request made by one of the parties, and shall comply with the requirements set out in Article 7.1.
9.3 The parties shall be notified to submit their comments, within 15 (fifteen) days, regarding a Third-Party Joinder Request submitted directly by the third party, and the parties shall be granted the same time limit to submit their comments on the answer of the third party to the Third-Party Joinder Request submitted by any of the parties.
9.4 The Presidency of CAM shall decide prima facie on the Third-Party Joinder Request in the absence of consensus among all parties. If the request is granted or in the event of consensus, the third party shall join the arbitral proceedings in the state in which they then stand. The arbitral tribunal shall reassess the matter and render a final decision regarding the joinder.
Article 10 - Consolidation of Arbitral Proceedings
10.1 When a Request for Arbitration is submitted in respect of a dispute that has the same subject matter or cause of action as another arbitral proceeding already underway and governed by these Rules, the Presidency of CAM may order the consolidation of the proceedings before the same arbitral tribunal.
10.1.1 Consolidation may also occur upon the request of any party or on the initiative of the Presidency of CAM, in arbitral proceedings that involve, in whole or in part, the same parties, where the disputes are related to the same legal relationship and the Presidency of CAM considers that consolidation is appropriate, even if the claims are not based on the same arbitration agreement, in which case the Presidency of CAM shall assess whether the relevant arbitration agreements are compatible.
10.2 In deciding on consolidation, the Presidency of CAM shall, within 10 (ten) days, obtain the comments of all parties involved and of the members of the arbitral tribunals, where constituted, and shall take into account all circumstances deemed relevant, including:
i. whether one or more arbitrators have been appointed or nominated in any of the arbitral proceedings;
ii. whether the appointments or nominations relate to the same persons or to different persons;
iii. any potential conflicts of interest arising from consolidation; and
iv. the stage reached by the arbitral proceedings already underway and the impact that consolidation will have on them.
10.3 The arbitral proceedings shall be consolidated into the proceeding in which the Request for Arbitration was first submitted, and the arbitral tribunal constituted therein shall retain jurisdiction, unless all parties agree otherwise.
10.4 The Secretariat shall provide copies of the Statements of Impartiality and Independence executed by the arbitrators of the arbitral tribunal already constituted.
ARBITRATORS
Article 11 - General Provisions
11.1 Arbitrators shall preferably be members of the CAM Panel of Arbitrators. If they are not, the nomination shall be accompanied by the curriculum vitae of the nominated arbitrator and shall be subject to confirmation by the Presidency of CAM. The president of the arbitral tribunal shall be chosen from among the members of the CAM Panel of Arbitrators; this requirement may exceptionally be waived by the Presidency of CAM, after hearing the parties and considering the circumstances of the specific case.
11.2 The arbitrator shall be and remain impartial and independent throughout the arbitral proceedings.
11.3 The arbitrator shall immediately disclose any and all facts or circumstances that may give rise to justified doubts as to his or her impartiality and independence. The CAM Secretariat shall inform the parties in writing of the information disclosed by the arbitrator and shall set a time limit for the parties to submit any comments.
11.3.1 To enable proper compliance with the arbitrator’s duty of disclosure, the parties shall promptly inform the CAM of the existence of any third-party funding, as well as of the natural and legal persons related to each party and to the funder that are relevant for the arbitrator’s assessment of conflicts of interest.
11.4 Failure to disclose public information shall not, per se, constitute grounds for challenging the arbitrator.
11.5 The parties shall not create, during the proceedings, any supervening circumstance giving rise to a conflict of interest or grounds for disqualification of one or more arbitrators, including by alleging changes in their representation, funding or assistance. The arbitral tribunal or the CAM shall adopt measures appropriate to the situation.
Article 12 - Number of Arbitrators
12.1 Arbitral proceedings may be conducted by a sole arbitrator or by three arbitrators (“arbitral tribunal”). References in these Rules to the arbitral tribunal shall likewise apply to the sole arbitrator.
12.2 In the absence of agreement between the parties as to the number of arbitrators, the Presidency of CAM shall decide whether the arbitration shall be conducted by a sole arbitrator or by an arbitral tribunal, taking into account the complexity of the subject matter and of the claims, the number of parties, and the amount involved.
Article 13 - Sole Arbitrator
13.1 Where the parties have agreed that the arbitration shall be conducted by a sole arbitrator, the parties, including any additional party joined pursuant to Article 9.4, shall jointly appoint the sole arbitrator within 10 (ten) days from receipt of the CAM notice for that purpose, in accordance with Article 11.1 et seq. In the absence of agreement on the sole arbitrator, the Presidency of CAM shall appoint the sole arbitrator.
13.1.1 The sole arbitrator shall necessarily have a legal background and shall be chosen from among the members of the CAM Panel of Arbitrators, unless otherwise provided in the arbitration agreement or unless the Presidency of CAM, exceptionally, after hearing the parties and considering the circumstances of the specific case, approves the agreed name.
13.2 The procedure for confirmation of the sole arbitrator shall follow the procedure for confirmation of a co-arbitrator, as set out in Articles 14.2 to 14.4.
Article 14 - Arbitral Tribunal
14.1 Where the parties have agreed that the arbitration shall be conducted by an arbitral tribunal composed of three arbitrators, or where the Presidency of CAM considers that the dispute requires the constitution of an arbitral tribunal with three arbitrators, each party shall appoint one co-arbitrator within 15 (fifteen) days from receipt of the CAM notice for that purpose. If any of the parties fails to do so within that period, the Presidency of CAM shall make the respective appointment.
14.2 The appointed arbitrators shall complete and submit to the Secretariat the Conflict of Interest and Availability Questionnaires (“Questionnaires”), taking into account the information provided by the parties pursuant to Articles 6.1 and 7.1, within 10 (ten) days.
14.3 The Secretariat shall send the completed Questionnaires to the parties, for their comments within 10 (ten) days.
14.3.1 Any questions from the parties for the arbitrators to provide clarifications or additional information shall be submitted on a single occasion, and any further clarifications requested from the arbitrators shall always arise from the arbitrators’ answers to the previous questions.
14.4 Any challenge to the appointment of an arbitrator shall be processed in accordance with Article 16.
14.5 Once the stage of appointment of co-arbitrators has been completed and in the absence of a different provision in the arbitration agreement, the CAM shall notify the co-arbitrators to appoint the president of the arbitral tribunal within 10 (ten) days. If the co-arbitrators fail to make the appointment and do not request an extension of time to do so, the Presidency of CAM shall appoint the president of the arbitral tribunal.
14.6 The CAM shall inform the parties of the appointment of the president of the arbitral tribunal and shall proceed in accordance with Articles 14.2 to 14.4.
Article 15 - Arbitral Tribunal in Multi-Party Proceedings
15.1 Where there are multiple claimants or multiple respondents organized into two sides with common interests, the parties on the same side shall jointly appoint one arbitrator.
15.1.1 In the absence of agreement within a side composed of multiple claimants or multiple respondents, the Presidency of CAM may appoint the arbitrator for that side, allowing the other side to proceed with its own appointment.
15.2 Where there are multiple parties and multiple sides of interest, and there is no agreement on the manner of appointment of arbitrators by the parties, all members of the arbitral tribunal may be appointed by the Presidency of CAM.
15.3 For the purposes of applying Articles 15.1 and 15.2, and even in the event of default, the Presidency of CAM may ascertain how many sides of interest are involved in the dispute.
15.4 In any event, the Presidency of CAM may, in extraordinary circumstances and by means of a reasoned decision, appoint all members of the arbitral tribunal, in order to avoid a significant risk of unequal and unfair treatment that may affect the validity of the arbitral award.
Article 16 - Challenge of Arbitrators
16.1 The parties may submit a reasoned challenge to an appointed arbitrator within 10 (ten) days from becoming aware of the fact or circumstance underlying the challenge, failing which the challenge shall be rejected.
16.2 The Challenge Committee shall decide on the admissibility and merits of the challenge and may request clarifications, submission of documents or take any other measures from the parties and from the challenged arbitrator.
16.2.1 The Challenge Committee shall be composed of 3 (three) professionals from the CAM Panel of Arbitrators appointed by the Secretariat.
16.3 The decision on the challenge shall be reasoned and final, and no request for reconsideration shall be allowed.
16.4 The Challenge Committee shall decide the challenge within 30 (thirty) days from the date on which its composition is confirmed by the CAM Secretariat, provided that, in exceptional circumstances, such period may be extended upon a duly reasoned request from the Committee to the CAM Secretariat.
Article 17 - Replacement of Arbitrators
17.1 An arbitrator shall be replaced in the event of resignation, acceptance of a challenge, incapacity or death. The appointment of the new arbitrator shall follow the procedure previously adopted for the appointment of the arbitrator being replaced.
17.1.1 At any stage of the arbitral proceedings, the Presidency of CAM may order the replacement of an arbitrator upon a reasoned request made by all parties.
17.2 The Presidency of CAM may, upon a motion by any of the parties made by means of a challenge, remove an arbitrator who refuses or fails to act and to perform his or her duties, or where there is proven legal or factual impossibility for the arbitrator to perform his or her duties.
17.3 In the event of replacement of one or more arbitrators, the reconstituted arbitral tribunal shall decide whether any procedural act needs to be repeated. If a Partial Award has already been rendered, it shall continue to produce all its effects.
Article 18 - Secretary to the Arbitral Tribunal
18.1 The arbitral tribunal may appoint a secretary (“tribunal secretary”) to assist it and to act in accordance with its instructions and under its strict supervision. The tribunal secretary shall be and remain impartial and shall preserve the confidentiality of the arbitral proceedings, and shall so declare in a Statement of Independence and Impartiality.
18.2 Under no circumstances may the arbitral tribunal delegate to the tribunal secretary its duty to decide.
18.3 Unless there is express agreement to the contrary, the appointment of a tribunal secretary shall not entail additional costs for the parties, save for transportation, meals and accommodation expenses.
Article 19 - Institution of the Arbitration
19.1 After the appointment of the arbitral tribunal (composed of three arbitrators or of a sole arbitrator) and in the absence of any challenge, the CAM Secretariat shall notify the arbitral tribunal to sign the Statement of Independence and Impartiality within 7 (seven) days.
19.2 The arbitration shall be deemed instituted on the date on which the CAM Secretariat receives the Statement of Independence and Impartiality executed by the sole arbitrator or, in the case of an arbitral tribunal composed of three arbitrators, on the date of receipt of the last such Statement.
ARBITRAL PROCEEDINGS
Article 20 - Rules Applicable to the Proceedings
20.1 The arbitral proceedings shall be governed by these Arbitration Rules, subject to any agreements between the parties pursuant to Article 1.2 above. In the absence of agreement between the parties or an express provision in these Rules, the arbitral tribunal shall regulate the proceedings.
20.2 The arbitral tribunal shall apply the rules of law chosen by the parties to decide the merits of the arbitral proceedings.
20.3 In the absence of agreement between the parties, the arbitral tribunal shall apply the rules it considers appropriate.
20.4 The arbitral tribunal may decide ex aequo et bono only if there is an express agreement of the parties to that effect.
20.5 If a party becomes aware that any provision or requirement of the applicable procedural rules has not been complied with by the opposing party and nonetheless continues to participate in the proceedings without raising an objection to such non-compliance within 15 (fifteen) days from becoming aware of the event, such party shall be deemed to have waived its right to raise any objection in that regard.
20.6 After the execution of the Terms of Reference, neither party may submit new claims outside the limits of the Terms of Reference, unless, after hearing the other party, the arbitral tribunal authorizes it to do so, taking into account the nature of such claims, the current stage of the arbitral proceedings and any other relevant circumstances.
Article 21 - Language and Seat of the Arbitration
21.1 In the absence of agreement between the parties as to the seat and/or the language of the arbitration, the seat shall, on an interim basis and until the arbitral tribunal is duly constituted, be the city of São Paulo, State of São Paulo, and the language shall be that of the instrument containing the arbitration agreement.
21.2 After its constitution, the arbitral tribunal shall determine the seat and the language of the arbitration, after hearing the parties and taking into account the relevant circumstances of the specific case, including the language of the instrument containing the arbitration agreement.
Article 22 - Conduct of the Proceedings
22.1 The parties and the arbitral tribunal shall make every effort to conduct the arbitral proceedings in an expeditious, responsible and efficient manner.
22.2 The arbitral tribunal may adopt such procedural measures as it considers appropriate for the conduct of the proceedings, while always observing the principles of the right to full defense, adversarial proceedings and equal treatment of the parties.
Article 23 - Taking of Evidence and Final Submissions
23.1 The arbitral tribunal shall conduct the taking of evidence in the arbitral proceedings as expeditiously as possible, using all appropriate means for that purpose.
23.2 The arbitral tribunal has the prerogative to decide which evidence is useful and necessary for the resolution of the dispute, as well as the manner in which each item of evidence shall be produced.
23.3 Once the taking of evidence has been completed, the arbitral tribunal shall grant the parties a time limit for the submission of their final submissions.
Article 24 - Award
24.1 The arbitral tribunal shall render a reasoned arbitral award within 60 (sixty) days from the expiry of the time limit for submission of final submissions. This period may be extended for up to 60 (sixty) days, at the discretion of the arbitral tribunal.
24.2 The arbitral tribunal may render a partial award, which shall meet the same requirements as those applicable for the final award.
24.3 In the case of arbitral tribunals composed of three arbitrators, all decisions of the arbitral tribunal may be taken by majority, and the dissenting arbitrator may record his or her vote. In the absence of a majority, the vote of the president of the arbitral tribunal shall prevail.
24.4 The arbitral award shall contain:
i. a report, identifying the parties and summarizing the dispute;
ii. the reasoning of the decision on the issues of fact and law, indicating, where so authorized by the parties, whether the arbitrators decided ex aequo et bono;
iii. the operative part and, where applicable, the time limit for compliance with the decision;
iv. the decision on the parties’ liability for the costs and other expenses incurred in the arbitral proceedings and the manner in which they are to be apportioned; and
v. the date on which it is rendered and the seat of the arbitration.
24.5 The arbitral award shall be deemed rendered at the seat of the arbitration, even if signed in another place.
24.6 The arbitral award shall be signed by all arbitrators. In the event that one of the arbitrators does not sign the award, the president of the arbitral tribunal shall certify this fact.
24.7 At the request of the parties, the arbitral tribunal may issue an arbitral award embodying the settlement.
24.8 The award may be signed:
i. by means of an electronic signature platform;
ii. digitally;
iii. on separate signature pages, which shall thereafter be consolidated into a single document; or
iv. in hard copy and with wet-ink signatures.
24.9 The CAM Secretariat shall send the award to the parties after confirmation of the effective payment of all costs, expenses and fees due.
24.10 Once the arbitral award has been rendered, the arbitration shall be deemed terminated. If a request for clarification is submitted, the jurisdiction of the arbitral tribunal shall be extended until such request has been decided.
Article 25 - Request for Clarification
25.1 Within 15 (fifteen) days from receipt of the decision, an interested party may request the arbitral tribunal to:
i. correct any clerical or material error in the arbitral award; and/or
ii. clarify any obscurity, omission or contradiction in the arbitral award.
25.2 The arbitral tribunal may grant the other parties a period of 15 (fifteen) days to submit their comments on the request for clarification.
25.3 The arbitral tribunal shall decide within 30 (thirty) days from the date of the last submission made by any party or, if no submissions are made, from the expiry of the time limit for such submissions. If the arbitral tribunal considers that it is not appropriate to grant a time limit for the parties to comment on the request for clarification, the period provided for in this Article shall be counted from receipt of the request for clarification.
25.4 The decision on the request for clarification rendered by the arbitral tribunal shall be deemed an integral part of and an addendum to the arbitral award.
Article 26 - Compliance with the Arbitral Award
26.1 The arbitral award rendered is final and binding, and the parties shall comply with it in the manner and within the time limits set therein.
Article 27 - Publication of a Digest of Arbitral Awards
27.1 The CAM Secretariat shall periodically publish a Digest of Arbitral Awards rendered, grouped by subject matter.
COSTS
Article 28 - General Provisions
28.1 Costs shall be determined on the basis of the amount in dispute, including any counterclaims, and the CAM Schedule of Costs and Fees in force at the time of payment shall apply.
28.2 The CAM Schedule of Costs and Fees may be revised at any time by the CAM Secretariat.
Article 29 - Types and Advance Payment of Arbitration Expenses
29.1 The parties shall be responsible for and undertake to pay, in a timely manner and whenever requested by CAM, the expenses of the arbitration.
29.2 The expenses of the arbitration comprise: (a) initial costs; (b) administration fee; (c) common expenses; (d) expert’s fees; (e) arbitrators’ fees; (f) travel, transportation and accommodation expenses; (g) expenses for copies, issuance of certificates and documents; (h) expenses for rental of equipment and venues; (i) expenses with meals; and (j) any other expenses set out in the Schedule of Costs and Fees.
29.3 If the parties enter into a settlement or any other supervening event occurs that results in the termination of the arbitral proceedings before the execution of the Terms of Reference, the CAM Secretariat may request the parties to pay costs, expenses and arbitrators’ fees proportional to the time spent by the arbitral tribunal.
29.4 The CAM Secretariat may request advance payment of any arbitration expenses.
29.5 If the amount in dispute changes during the arbitral proceedings, the CAM may request payment of the corresponding additional amounts.
Article 30 - Non-Payment of Expenses
30.1 If payment of any of the arbitration expenses is not made by one of the parties, the other party may, within a time limit to be set by the CAM Secretariat, pay such amount on behalf of the defaulting party.
30.2 If payment is made by another party in accordance with Article 30.1, the claims of the defaulting party shall be deemed withdrawn by the arbitral tribunal.
30.3 If none of the parties is willing to make payment on behalf of the defaulting party, the arbitral proceedings may be stayed.
30.4 If 30 (thirty) days elapse from the stay due to non-payment without any party making the required advance payment, the arbitral proceedings may be terminated, without prejudice to the right of the parties to submit a new request for arbitration seeking the resolution of the dispute, after full payment of the outstanding amounts plus interest, penalties and monetary adjustment.
30.5 The CAM Secretariat may, where necessary, seek payment of the arbitration expenses, as defined in Article 29.2, by judicial or extrajudicial means. Such expenses shall be deemed liquidated and payable amounts and may be collected through enforcement proceedings, together with interest, penalties and monetary adjustment.
Article 31 - Confidentiality
31.1 The arbitral proceedings shall be confidential, and the parties, arbitrators and members of the CAM shall refrain from disclosing information regarding their content, except in compliance with regulations issued by regulatory authorities, legal provisions, court orders or by express agreement between the parties.
31.2 Third parties participating in the arbitral proceedings as witnesses, experts or technical assistants shall be subject to the same duty of confidentiality, and their participation shall be limited to the performance of their specific role in the arbitral proceedings.
31.3 Disclosure of information as provided in Article 27.1 shall not constitute a breach of the confidentiality of the arbitral proceedings.
Article 32 - General Provisions
32.1 The arbitrators, the Presidency of CAM, the Secretariat, and the members and employees of CAM shall not be liable to any person for any facts, acts or omissions related to an arbitration.
32.2 The following rules shall apply in respect of any amendments to these Rules:
i. any material amendment to these Rules may only be implemented after (a) a Restricted Hearing has been held among the companies that have adhered to the Bovespa Mais, Novo Mercado and Level 2 of Special Corporate Governance Practices segments, within a time limit set by the CAM Secretariat, which shall not be less than 15 (fifteen) days, at which there has been no express opposition exceeding 1/3 (one third) of the participants in such Restricted Hearing, and (b) approval by the Board of Directors of B3; and
ii. any amendments to these Rules, as well as to the rules issued thereunder, shall not have effect on any arbitral proceedings in progress, unless expressly agreed by the parties.
32.3 Amendments to the CAM Internal Rules, whose purpose is to clarify and regulate any matters relating to arbitral proceedings, as well as to the functioning and activities of the CAM, shall be approved by the Board of Directors of B3, and the CAM Secretariat shall ensure that the updated Internal Rules are duly made available.
32.4 The Presidency of CAM may issue resolutions for the purpose of clarifying and interpreting the provisions of these Rules and of the CAM Internal Rules.
32.5 The previous Rules shall cease to have any effect, except in respect of arbitral proceedings already in progress on the date of entry into force of these Rules.
32.6 These Rules, approved by the Board of Directors of B3 on 12 December 2025, shall enter into force on 30 June 2026.
APPENDIX I - EMERGENCY ARBITRATION
Article 1 - Request and Answer
1.1 The Emergency Arbitration Request (“Request”) shall contain:
i. the name or corporate name, identification details and address (electronic and physical) of the parties involved in the arbitration;
ii. the name or corporate name, address (electronic and physical) and any other contact details of the requesting party’s representative, if applicable;
iii. a description of the circumstances giving rise to the Emergency Arbitration Request and a brief description of the main dispute;
iv. a description of the urgent measures requested and the grounds for the urgency;
v. an indication of any judicial measures pending or in force;
vi. an indication or suggestion of the seat of arbitration, the applicable law and the language; and
vii. information on any third parties with a direct interest in the dispute, related parties and any third-party funding.
1.2 The requesting party shall attach to the Request:
i. a copy of the document containing the arbitration agreement;
ii. proof of payment of the initial costs of the Emergency Arbitration;
iii. a power of attorney, if applicable, with specific powers for representation and defense of the party’s interests, including to sign the Terms of Reference;
iv. in cases where the claims presuppose the current or former status as a shareholder, documents evidencing such status prima facie; and
v. a copy of the Request for commencement of the main arbitral proceedings or any other submission regarding the main dispute, if any.
1.2.1 The Request may contain any document or information that the requesting party considers appropriate or that may contribute to the analysis of the urgent measure.
1.3 The Presidency of CAM shall summarily dismiss the Request where:
i. there is no arbitration agreement providing for the administration of the arbitration by the CAM;
ii. the arbitration agreement expressly excludes Emergency Arbitration;
iii. an arbitral tribunal has already been constituted in the main dispute;
iv. the arbitration agreement was entered into before the entry into force of this Appendix I to the Rules; or
v. proof of payment of the initial costs of the Emergency Arbitration is not attached.
1.3.1 In the event of summary dismissal, the Secretariat shall notify the requesting party.
1.4 If the Request is not dismissed immediately, the Secretariat shall promptly send copies of the submission and documents to the other parties, simultaneously notifying the requesting party thereof.
Article 2 - Appointment of the Emergency Arbitrator and Transmission of the File
2.1 The Presidency of CAM shall appoint an emergency arbitrator from among the members of the CAM Panel of Arbitrators.
2.2 The emergency arbitrator shall receive a copy of the file and shall complete the Conflict of Interest and Availability Questionnaire (“Questionnaire”) and sign the Statement of Independence and Impartiality (“Statement”) within 7 (seven) days.
2.3 The Secretariat shall immediately send the completed and signed Questionnaire and Statement to the parties upon receipt from the Emergency Arbitrator.
2.3.1 From the time the Questionnaire and Statement are sent to the parties, all written communications shall be addressed to the Emergency Arbitrator, with copies to the other party and to the Secretariat.
2.4 The emergency arbitrator shall decide on his or her own jurisdiction and on the existence, validity and effectiveness of the arbitration agreement.
2.5 The emergency arbitrator shall retain jurisdiction until the arbitral tribunal is constituted or until the Emergency Arbitration is dismissed, should arbitration concerning the main dispute not be commenced.
2.6 The emergency arbitrator may not act as arbitrator in the main dispute, unless otherwise agreed by the parties.
Article 3 - Challenge and Replacement of the Emergency Arbitrator
3.1 The parties may submit a reasoned challenge to the emergency arbitrator within 2 (two) Business Days from becoming aware of the fact or circumstance underlying the challenge, failing which the right shall be forfeited.
3.2 The Presidency of CAM shall decide on the challenge after expiry of the time limit for submissions by the emergency arbitrator and by the other parties.
3.3 The emergency arbitrator shall be replaced in the event of resignation, acceptance of a challenge, incapacity or death, and such replacement shall be effected by the Presidency of CAM.
3.3.1 The replacement emergency arbitrator shall continue the Emergency Arbitration from the stage it had reached at the time of the replacement, unless he or she decides otherwise.
Article 4 - Seat and Language of the Emergency Arbitration
4.1 The seat and the language of the Emergency Arbitration shall be those established by the parties as the seat and the language of the arbitration, in accordance with Article 21 of the Rules.
Article 5 - Conduct of the Proceedings
5.1 The emergency arbitrator shall conduct the proceedings in such manner as he or she considers appropriate, taking into account the nature of the dispute and the urgency of the measure requested, while always observing the principles of the right to full defense and adversarial proceedings.
Article 6 - Decision of the Emergency Arbitrator
6.1 Decisions rendered by the Emergency Arbitrator shall be reasoned and in writing.
6.2 The emergency arbitrator may impose such measures as he or she deems necessary to ensure compliance with his or her decisions, including penalty payments and the provision of security.
6.3 The emergency arbitrator shall decide on the allocation of costs between the parties.
6.4 The emergency arbitrator shall retain jurisdiction after rendering the decision and until the arbitral tribunal is constituted. Any assessment of facts arising after the decision has been rendered and before the arbitral tribunal is constituted that may alter or affect compliance with the decision shall be made by the emergency arbitrator.
6.5 Decisions of the emergency arbitrator shall not bind the arbitral tribunal, which has jurisdiction to modify, revoke or set aside any decision, including as regards the allocation of costs between the parties.
6.6 Decisions of the emergency arbitrator shall cease to be binding if the Emergency Arbitration is dismissed or if the main arbitration is terminated without the rendering of a final award.
Article 7 - Final Provisions
7.1 To the extent they do not conflict with the rules of this Appendix I, the provisions of the Rules shall apply to Emergency Arbitration.
7.2 The Presidency of CAM shall decide all matters relating to the Emergency Arbitration proceedings that are not expressly provided for in this Appendix I.
APPENDIX II - EXPEDITED ARBITRATION
Article 1 - Application of the Expedited Arbitration Rules
1.1 The Expedited Arbitration Rules shall apply to disputes that do not exceed the amount of 2,000 (two thousand) Brazilian minimum wages.
1.2 The Expedited Arbitration Rules shall not apply where:
i. the arbitration agreement was entered into before the entry into force of Appendix II to the Rules;
ii. the parties have expressly agreed to exclude the application of the Expedited Arbitration Rules;
iii. the amount in dispute is reassessed and exceeds the threshold amount; or
iv. the Presidency of CAM, ex officio or at the request of one of the parties, and after hearing the arbitral tribunal if it has already been constituted, decides to exclude the application of the Expedited Arbitration Rules.
1.2.1 If the amount in dispute is reassessed and exceeds 2,000 (two thousand) minimum wages, the proceedings shall no longer be administered in accordance with the Expedited Arbitration Rules, unless otherwise agreed by the parties or decided by the Presidency of CAM (if the arbitral tribunal has not yet been constituted) or by the arbitral tribunal.
Article 2 - Constitution of the Arbitral Tribunal
2.1 The expedited proceedings shall, unless otherwise agreed by the parties, be conducted and decided by a sole arbitrator appointed in accordance with the Rules.
2.2 If the arbitration agreement provides for an arbitral tribunal composed of three arbitrators, the Secretariat shall invite the parties to state whether they agree to the appointment of a sole arbitrator. In the absence of agreement, the Presidency of CAM shall decide.
Article 3 - Proceedings
3.1 The other provisions of the Rules shall apply to arbitrations subject to the Expedited Arbitration Rules to the extent they do not conflict with the provisions of this Appendix II.
3.2 Once the arbitration has been instituted in accordance with the Rules, the Secretariat shall notify the parties and the arbitrator to sign the Terms of Reference within 15 (fifteen) days.
3.3 Among other measures it deems appropriate, the arbitral tribunal may:
i. limit the number, length and scope of written submissions;
ii. limit the number and scope of documents to be produced; and
iii. decide, after hearing the parties, that the proceedings shall be conducted solely on the basis of documentary evidence, and may dismiss requests for other evidence.
3.4 The proceedings shall not exceed a period of 12 (twelve) months from the date of signature of the Terms of Reference until the beginning of the time limit for rendering the final award.
3.5 If the period provided for in Article 3.4 of this Appendix II is exceeded, the proceedings shall continue to be administered in accordance with the Expedited Arbitration Rules, unless the arbitral tribunal decides otherwise after hearing the parties.
Article 4 - Award
4.1 The arbitral award shall be rendered within 30 (thirty) days from the close of the evidentiary phase, and this period may be extended for an additional 30 (thirty) days.
Article 5 - Costs
5.1 The amount of the costs, including the arbitrator’s fees and other expenses, as well as the manner and form of their payment, shall be determined by the CAM Secretariat.
Applicable to arbitrations commenced between 26 October 2011 and 29 June 2026.
1 INITIAL PROVISIONS
1.1 These rules govern the use of arbitration to settle disputes among Participants in the markets managed by BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange (“BM&FBOVESPA”) in connection with shareholder and partnership issues or contractual matters disciplined by corporate law (Lei das S.A.), company bylaws, or the rules and regulations applicable to the capital markets in general.
1.2 The term “Participants” used in these Rules refers to the companies whose securities are admitted for trading on BM&FBOVESPA’s special listing segments, their controlling shareholders and other shareholders, their directors, managers and supervisory board members, and investors and intermediaries in transactions involving securities issued by such companies or instruments linked to such securities.
1.3 In addition to Participants, any other natural or legal persons, funds or estates may adopt these Rules to settle disputes provided such disputes relate to business law.
1.4 The parties that elect the Market Arbitration Chamber (“Arbitration Chamber”) shall be bound by the Rules in force on the date on which a Request for Arbitration proceedings is filed with the Arbitration Chamber’s Secretariat, except when otherwise agreed, and shall recognize its originary and exclusive jurisdiction to administer and uphold the correct conduct of such proceedings.
1.5 Undertaking to submit to arbitration. In the absence of a specific agreement or covenant should the parties wish to submit a dispute to the Arbitration Chamber, they shall enter into an undertaking to do so in accordance with Law 9307 (September 23, 1996), articles 9 and 10.
2 COMMENCING THE ARBITRATION PROCEEDING
2.1 Commencing the arbitration proceeding. A party that wishes to initiate an arbitration proceeding before the Arbitration Chamber (“Claimant”) shall file with the Secretary-General of the Arbitration Chamber (“Secretary-General”) an application to initiate arbitration proceedings (“Request for Arbitration”) in accordance with 9.3 (ii) below and containing the following information:
i. Names, addresses and other relevant particulars of the parties that will participate in the proceedings;
ii. Email address for receiving correspondence relating to the proceedings;
iii. Summary of the facts that gave rise to the dispute;
iv. Complaint(s);
v. Monetary claims or estimates of damages, if possible;
vi. Suggested venue for the proceedings, governing law and language
vii. Appointment of an arbitrator if the parties have agreed on establishing a Tribunal with three arbitrators, or a proposal regarding the number of arbitrators if there is no provision on this subject in the arbitration agreement.
2.1.1 The Claimant shall attach to the Request for Arbitration a copy of the document containing the arbitration agreement and of a receipt proving that initial fees have been paid in accordance with the applicable Schedule of Filing & Arbitrator Fees.
2.1.2 Having received the Request for Arbitration, the Secretary-General shall verify that items 2.1 and 2.1.1 above are complete. If any item should be missing, he shall require the Claimant to supply the missing item within five (5) days. Failure to do so shall entail dismissal of the application, without prejudice to future applications for the initiation of arbitration proceedings.
2.1.3 The Secretary-General shall send the party against which the complaint is made (“Respondent”) a copy of the Request for Arbitration, directing it to submit an answer to the Application (“Answer”) within fifteen (15) days, in accordance with 9.3 (ii) below and containing the following information:
i. A preliminary answer to the Claimant’s account of the facts;
ii. Objections to the establishment of arbitration proceedings, if any;
iii. An answer to the Claimant’s position on the number of arbitrators or appointment of an arbitrator if the parties have agreed on establishing a Tribunal with three arbitrators;
iv. Any observations regarding the venue, governing law and language for the proceedings;
v. A postal address and email address for correspondence relating to the proceedings;
vi. Details of any counterclaims, with the monetary amounts involved or estimates thereof, if possible.
2.2 No answer. The lack of an answer from a Respondent who has been regularly notified of a Request for Arbitration shall not prevent the proceedings from taking place normally. However, no arbitral award may be made solely in absentia.
2.3 Objection to establishment of arbitration proceedings If the Answer to the Application contains objections to the existence, validity or scope of the arbitration covenant, the Secretary-General shall notify the Claimant to respond to the objections and submit them to the President of the Arbitration Chamber, who shall proceed to a prima facie assessment of the arbitration covenant. If the President concludes that arbitration is appropriate, he shall determine the establishment of proceedings without prejudice to a later review of such appropriateness by the Tribunal. If he accepts the objections, he shall dismiss the proceedings.
3 APPOINTMENT OF THE ARBITRATION TRIBUNAL
3.1 Appointment of the Arbitration Tribunal Arbitration proceedings governed by these Rules may be conducted by a sole arbitrator (“Sole Arbitrator”) or by three arbitrators (“Arbitration Tribunal”). References to the Arbitration Tribunal in these Rules also apply to a Sole Arbitrator, and the proceedings for both shall be identical.
3.2 Should the parties opt for a Sole Arbitrator, they shall appoint one by mutual agreement within ten (10) days of receiving notice from the Arbitration Chamber for this purpose. Should they fail to reach agreement on a Sole Arbitrator, the President of the Arbitration Chamber shall appoint one.
3.2.1 The Sole Arbitrator, who shall be a fully qualified lawyer, shall be chosen from among the permanent members of the Arbitration Chamber.
3.3 Should the arbitration covenant require an Arbitration Tribunal comprising three arbitrators, each party shall name one arbitrator in the Request for Arbitration and in the Answer. If either party should fail to do so at this time or when called upon to do so by the Secretary-General, the President of the Arbitration Chamber shall appoint one in its place.
3.3.1 If the arbitration covenant does not specify the number of arbitrators in the Arbitration Tribunal but the parties decide that it shall comprise three members, each party shall appoint one arbitrator within ten (10) days to run concurrently from the date on which the Secretary-General serves notice requiring them to do so.
3.4 The arbitrators appointed by the parties shall appoint a third arbitrator within ten (10) days of receiving a notice to do so from the Arbitration Chamber. The third arbitrator shall chair the Tribunal.
3.4.1 The third arbitrator shall be a fully qualified lawyer and shall be chosen from among the permanent members of the Arbitration Chamber. Should the arbitrators fail to agree on the appointment of a third arbitrator, the President of the Arbitration Chamber shall appoint one.
3.5 Should there be no agreement between the parties on the number of arbitrators, the President of the Arbitration Chamber shall decide whether the arbitration proceedings will be conducted by one or three arbitrators, taking into consideration the complexity of the case and the amount of the claim, and accordingly shall instruct the Secretary-General to summons them to name one or three arbitrators for the Tribunal.
3.6 If there is more than one Claimant or Respondent, they shall appoint an arbitrator jointly based on their common interests and in accordance with the provisions of these Rules. If the parties fail to reach a consensus, the President of the Arbitration Chamber shall appoint all the arbitrators.
3.7 The arbitrators appointed by the parties shall preferably be permanent members of the Arbitration Chamber. Any appointees who are not such members must be confirmed by the President of the Arbitration Chamber and by one of its Vice Presidents.
3.8 If the parties so wish, the President and Vice Presidents of the Arbitration Chamber may act as arbitrators, in which case they shall not perform the duties normally attributed to them under these Rules.
3.9 Should any arbitrator be impeded, resign or die during the proceedings, a new arbitrator shall be appointed in accordance with the procedure adopted previously.
3.10 Arbitrators shall be impartial and independent of the parties involved in the proceedings. On accepting the appointment, they shall sign a Statement of Independence disclosing any facts or circumstances that might prevent them from serving as arbitrators in the proceedings.
3.10.1 Should any fact that might prevent an arbitrator from continuing to participate come to light during the proceedings, the arbitrator concerned shall immediately advise the Secretariat of the Arbitration Chamber.
3.10.2 Should an arbitrator recuse himself on being appointed, he shall inform the Arbitration Chamber’s Secretariat within five (5) days. The party concerned shall appoint another arbitrator within five (5) days of such recusal. If the party concerned fails to appoint another arbitrator, the President of the Arbitration Chamber shall do so.
3.11 The parties may challenge the arbitrators appointed within ten (10) days of receiving copies of the respective Statements of Independence, in which case they shall explain their grounds for doing so and submit any relevant evidence or, if their objections relate to events occurring after signature of the respective Statements of Independence, not more than five (5) days after becoming aware of such events. The arbitrators thus challenged, other members of the Tribunal and other parties shall receive copies of such challenges and may express their views on them within five (5) days of receiving notice.
3.12 Decisions on challenges shall be made by the President of the Arbitration Chamber, in consultation with the Vice Presidents, who may refrain from disclosing the grounds for such decisions to the parties or to the arbitrators concerned. Decisions on challenges shall be nonappealable.
3.13 When a challenge to any arbitrator is accepted, that arbitrator shall be immediately replaced and the acts performed hitherto may be reviewed at the discretion of the new arbitrator.
3.14 When a challenge is not accepted, the challenged arbitrator may at his sole discretion recuse himself, in which case the party who appointed him shall be summonsed to appoint a substitute within five (5) days.
4 ARBITRATION PROCEEDINGS
4.1 Terms of Reference. Once final appointment of the arbitrators has been agreed, the Arbitration Tribunal, working jointly with the parties, shall draw up the Terms of Reference, which shall cover the following points:
i. Name, description and other relevant particulars of each of the parties and arbitrators, indicating which of the latter shall chair the Tribunal;
ii. A summary of the parties’ respective claims, and of the relief sought by each party, drafted in distinct sections according to each party’s understanding of the matters at issue;
iii. The estimated amounts claimed and counterclaimed;
iv. The rules applicable to the proceedings;
v. Whether the arbitrators are to rely on the rules of law in settling the dispute or to decide by equity, where possible;
vi. The venue for the proceedings and for announcement of the arbitral award;
vii. An estimate of the Arbitration Tribunal’s fees or honoraria;
viii. The language in which the proceedings shall be conducted;
ix. Responsibility for payment of experts’, arbitrators’ and attorneys’ fees, and for other administrative costs;
x. A time limit for delivery of the award.
4.2 The parties shall be summonsed to appear before the Arbitration Chamber for a preliminary hearing, where they and the arbitrators shall sign the Terms of Reference.
4.2.1 Failure by any of the parties to sign the Terms of Reference shall not impair normal continuity of the proceedings.
4.3 Conciliation. At the preliminary hearing the Arbitration Tribunal shall seek a settlement of the dispute by direct conciliation between the parties.
4.3.1 Any agreement reached by conciliation shall be reduced to writing.
4.4 Rules governing the proceedings. Once the Terms of Reference have been signed, the Arbitration Tribunal and the parties shall jointly establish the rules for the proceedings and a provisional timetable for their conduct.
4.5 New claims. Once the Terms of Reference have been signed, the parties may not submit new claims not covered by the Terms of Reference unless they are authorized to do so by the Arbitration Tribunal, after hearing the other party. In making this decision, the Tribunal shall consider the nature of such claims, the current status of the proceedings and any other relevant circumstances.
4.6 Evidence. All evidence shall be produced before the Arbitration Tribunal, which shall decide what evidence is useful and necessary to settle the dispute and establish the procedures and order for the production of evidence.
4.7 If it is agreed that witnesses may be heard, the parties shall be directed to submit a list of witnesses with all the personal particulars and an indication of the matters to which the testimony of each witness shall refer. The parties shall state whether they will be responsible for bringing the witnesses to the hearing or whether they wish summonses to be served by the Arbitration Tribunal’s Secretariat.
4.8 Closing arguments. Once all the evidence has been heard, the Arbitration Tribunal shall allow the parties time to present their closing arguments.
5 URGENT INTERIM OR CONSERVATORY MEASURES
5.1 Urgent Interim or Conservatory Measures before the Arbitration Tribunal has been constituted. If before the Arbitration Tribunal has been constituted a party deems urgent interim or conservatory measures necessary to prevent imminent harm or irreparable injury, the party shall submit a motion to this effect to the President of the Arbitration Chamber, who shall appoint a permanent member of the Arbitration Chamber to act as emergency arbitrator. The role of the emergency arbitrator is to take a decision regarding the motion for urgent interim or conservatory measures, which if granted shall remain in force until the Arbitration Tribunal decides upon the merits (“Emergency Arbitrator”). The Emergency Arbitrator shall be appointed in accordance with Law 9307 (September 23, 1996), article 13, paragraph 6.
5.1.1 The Emergency Arbitrator shall decide on the motion for urgent interim or conservatory measures after hearing the opposing party, who shall be summonsed to contest the motion within forty-eight (48) hours. Urgent interim or conservatory measures may be granted without hearing the opposing party if this is indispensable on grounds of efficacy, in which case the arbitrator shall have the party concerned notified of this decision immediately.
5.1.2 The Emergency Arbitrator shall be paid a specific fee established by the President of the Arbitration Chamber in accordance with the Schedule of Filing & Arbitrator Fees and settled in advance by the party that moves for urgent interim or conservatory measures. The Emergency Arbitrator shall not participate in the Arbitration Tribunal that issues the final award or in any other that involves a related dispute.
5.1.3 The Emergency Arbitrator can only be appointed in case the arbitration clause contains specific provision authorizing his participation. Otherwise, the party shall apply to a court of law for urgent interim or conservatory measures to prevent irreparable injury or threatened wrong. Such application shall not be deemed renunciation of arbitration.
5.1.4 Any decision taken by an Emergency Arbitrator or court of law may be upheld or modified by the Arbitration Tribunal when constituted.
5.2 Urgent interim or conservatory measures after the Arbitration Tribunal has been constituted. fter the Arbitration Tribunal is constituted and before an award is made, the parties may at any time submit a motion for urgent interim or conservatory measures to protect property or rights against imminent harm or threatened wrong.
5.2.1 Motions for urgent interim or conservatory measures shall require a decision by a majority of the members of the Arbitration Tribunal or by the Sole Arbitrator, in accordance with the following rules:
i. The Arbitration Tribunal shall clearly and precisely set out the reasons for its decision;
ii. No motion for urgent interim or conservatory measures shall be granted if deemed potentially irreversible;
iii. An urgent interim or conservatory measure order issued by the Arbitration Tribunal may be made conditional on the provision of appropriate security;
iv. Any decision to grant urgent interim or conservatory measures may be revoked or modified at any time by a majority of the members of the Arbitration Tribunal.
5.3 The Arbitration Tribunal may refer the parties to the competent judicial authority to guarantee the enforceability of its decisions on restraining or injunctive measures. In this case the parties shall furnish the Secretary-General with a copy of the petition filed with the competent judicial authority and of the latter’s decisions on the matter.
6 JOINDER OF PARTIES AND CONSOLIDATION OF PROCEEDINGS
6.1 Joinder of parties. Before any arbitrators have been appointed, the parties may request the inclusion of one or more additional parties in the arbitration proceedings by filing a Motion for Joinder of Parties (“Motion for Joinder”). Third parties with a legitimate claim to join or intervene in the proceedings may request permission to do so by filing a Motion for Joinder.
6.1.1 Motions for Joinder shall be submitted to the Arbitration Tribunal’s Secretariat. They shall contain a justification for requiring the inclusion of additional parties and be accompanied by copies of the Request for Arbitration and the Answer or Answers thereto.
6.1.2 Answers to Motions for Joinder must be filed within fifteen (15) days and shall comply with the provisions of 2.1.3 above.
6.1.3 The parties shall be directed to respond to the Answers to Motions for Joinder within ten (10) days.
6.1.4 The President of the Arbitration Chamber shall decide whether to accept a Motion for Joinder. If he accepts it, the joined party shall enter the arbitration proceedings at that point, signing an undertaking to comply with these Rules and to be bound by the arbitral award. Should any party object and if the President of the Arbitration Chamber overrides such objection, enforcing the Motion for Joinder, the Arbitration Tribunal shall review the matter and issue a final decision regarding the joinder.
6.2 Consolidation of proceedings. When Requests for Arbitration involve issues of fact or law in common with arbitration proceedings that are already under way and are governed by these Rules, the President of the Arbitration Chamber may direct that the proceedings be consolidated after hearing the parties and taking into consideration the circumstances and progress already achieved in the proceedings in question.
6.2.1 Consolidation of proceedings is possible only in evidence production stage of the arbitration proceeding.
6.2.2 If Arbitration Tribunals have not been set up in any of the proceedings to be consolidated, and if the parties fail to reach a consensus on the composition of the Arbitration Tribunal for the consolidated proceedings, all arbitrators shall be appointed by the President of the Arbitration Chamber.
6.2.3 If an Arbitration Tribunal has been set up in any of the proceedings to be consolidated, it shall be competent to judge all the consolidated proceedings. Because the parties to other arbitration proceedings relinquish the right to appoint arbitrators if they recognize the consolidation, the Secretary-General shall send them copies of the Terms of Reference signed by the arbitrators in the Arbitration Tribunal that has been set up. Consolidation shall be possible only if the parties to more recent proceedings agree to the composition of this Arbitration Tribunal.
6.2.4 Should the parties fail to challenge the arbitrators within five (5) days of being invited to do so, the evidence shall be heard and an award issued by the existing Arbitration Tribunal.
6.2.5 The challenges to which 6.2.4 above refers shall be judged as provided for in 3.12 above. If the challenges are denied, the cases shall be allocated to the Arbitration Tribunal that has already been constituted. If the challenges are accepted, the proceedings shall not be consolidated and the cases shall be heard separately in accordance with these Rules.
7. ARBITRATION AWARD
7.1 The Arbitration Tribunal shall issue its reasoned award not more than sixty (60) days after the time limit for closing arguments. This period may be extended by thirty (30) days at the discretion of the Chair of the Arbitration Tribunal.
7.2 The Arbitration Tribunal’s decisions shall be taken by majority vote. Dissenting arbitrators shall be entitled to record a separate opinion. If no majority agreement is reached, the vote of the Chair shall prevail and the Chair shall produce the arbitration award.
7.3 The Arbitration Tribunal may issue a partial award comprising a final decision only on some of the claims involved in the proceedings. Partial awards shall comply with the same requirements as final awards.
7.4 The arbitration award shall be reduced to writing by the Chair of the Arbitration Tribunal and shall include:
i) A report containing the names of the parties and a summary of the dispute;
ii) The reasons for the decision, including the Tribunal’s opinion on issues both of fact and of law, and stating whether the arbitrators have decided ex aequo et bono, provided they are authorized to do so by the parties;
iii) The legal provisions on which the arbitrators base the award and according to which they have established the form and time limit for enforcement;
iv) A decision on the method and the responsibilities of the parties for payment of the administrative costs of the Arbitration Chamber and arbitrators’, experts’ and attorneys’ fees;
v) The date and place of issuance of the award.
7.5 The arbitration award shall be signed by all the arbitrators. Should any arbitrator be unable or refuse to sign the award, the Chair of the Arbitration tribunal shall have such inability or refusal set down in the records.
7.6 The arbitration proceedings shall end upon issuance of the arbitration award, and the Arbitration Chamber’s Secretariat shall send a copy of the award to the parties.
7.7 Requests for Clarification. Within fifteen (15) days of receiving a copy of the award, any party may apply to the Arbitration Tribunal:
i) To correct a material error in the text of the award; and/or
ii) To clarify obscurities, doubts or contradictions in the award or express an opinion on any issue that has been improperly omitted.
7.8 The Arbitration Tribunal shall hear the opposing party and reach a decision on the request within thirty (30) days. If it accepts a correction request, it shall do so in the form of an addendum to the arbitration award and notify the parties accordingly.
7.9 The arbitration award shall be final and binding on the parties in all respects, including the stipulated time limits.
7.10 From time to time the Arbitration Chamber shall publish a Summary of Arbitral Awards. Such summaries shall be grouped by the topics involved and may be taken into consideration by arbitrators as mere reference material to orient their decisions. Published awards shall omit any elements that enable the proceedings to be identified.
8. ARBITRATION COSTS AND FEES
8.1 Schedule of Filing & Arbitrator Fees. The Arbitration Chamber’s administrative costs shall be based on the monetary amount of the claims involved in arbitration proceedings in accordance with the Schedule of Filing & Arbitrator Fees established by the President of the Arbitration Chamber and published on its website, subject to periodic revision.
8.1.1 Each party shall pay the Arbitration Chamber’s Secretariat the monthly fee stipulated by the Schedule of Filing & Arbitrator Fees for the duration of the arbitration proceedings. The Secretariat may at its sole discretion request advance payment of all or part of the estimated amount of fees due.
8.1.2 Should the monetary amount of claims increase during arbitration proceedings, the Secretariat of the Arbitration Chamber may request payment of additional costs.
8.1.3 If the proceedings do not specify monetary claims in advance of an award, administrative costs shall be charged at the minimum rate, without prejudice to later supplementation when the value of such claims is determined.
8.1.4 Should any party fail to pay costs, the Secretariat of the Arbitration Chamber may order a halt to the proceedings, which shall resume as soon as any party effects payment in lieu of another.
8.2 Expenses. Common expenses incurred during the arbitration proceedings in carrying out the instructions of the Arbitration Tribunal shall be borne in equal shares by the parties. The Secretariat of the Arbitration Chamber may ask them to pay a provisional advance. Expenses deriving from requests by one party shall be borne by that party.
8.2.1 The Secretariat of the Arbitration Chamber shall furnish the parties with a full statement of the uses to which the advance on expenses has been put and shall refund any amount left over at the end of the proceedings.
8.2.2 The arbitration award shall specify any expenses incurred and not yet paid, directing the parties to pay them to the Arbitration Chamber.
8.3 Arbitrators’ honoraria. The honoraria due to the arbitrators shall be calculated on an hourly basis in accordance with the Schedule of Filing & Arbitrator Fees. Responsibility for payment shall comply with the provisions of the arbitration covenant and these Rules.
8.3.1 Before the Terms of Reference are signed, the Arbitration Chamber’s Secretariat may direct the parties to pay part or all of the honoraria estimated by the arbitrators, which shall be deducted from the full amount of honoraria owed at the end of the proceedings. The Arbitration Chamber’s Secretariat may require other advance payments during the course of the proceedings.
8.3.2 If any party fails to pay honoraria, the Arbitration Chamber’s Secretariat may order a halt to the proceedings. Any party may effect the necessary payment in lieu of another in order to enable the proceedings to resume.
8.4 Attorneys’ fees. The parties shall establish in the Terms of Reference the procedure for paying the fees charged by their attorneys and legal representatives or attorneys-in-fact, if any.
8.5 Experts’ and technical assistants’ fees. The Arbitration Tribunal shall stipulate the amount and method of payment of any experts’ fees, to be paid in equal shares by the parties.
8.5.1 Technical assistants shall be paid by the parties that appoint them. The Terms of Reference may determine the responsibility for payment of any experts’ and technical assistants’ fees, as required by the Arbitration Tribunal on issuing its award.
9. GENERAL PROVISIONS
9.1 Confidentiality. Arbitration proceedings are confidential and all parties, arbitrators and members of the Arbitration Chamber shall refrain from disclosing any information relating to such proceedings except in compliance with the instructions or rules of regulatory bodies and with the applicable legislation.
9.1.1 Third parties who participate in proceedings as witnesses, experts or technical assistants shall also be bound by the duty to maintain confidentiality and shall participate only to the extent required by their specific function in the proceedings.
9.1.2 Disclosure in according with the provisions of 7.10 above shall not be deemed an infringement of the confidentiality of arbitration proceedings.
9.2 Representation of parties. The parties may be represented by attorneys or duly constituted attorneys-in-fact.
9.3 Communications. All communications between the parties, the Arbitration Tribunal and other persons who participate in the proceedings shall be effected through the Arbitration Chamber in accordance with the following rules:
i) The Secretary-General shall organize the Arbitration Chamber’s communications service and be responsible for receiving all documents;
ii) Any document submitted to the Arbitration Tribunal must be filed in a sufficient number of copies for all parties, arbitrators and the Arbitration Chamber’s Secretariat to receive one copy each.
9.4 Forms of communication. All procedural acts shall preferably be communicated by electronic mail, but registered letter, courier, hand delivery or fax shall also be deemed valid. Correspondence too large for delivery by electronic mail shall be delivered by express mail or courier with return receipt. In this case the senders shall inform the addressees by electronic mail that the correspondence has been mailed or dispatched by courier.
9.5 Contact details. The parties shall keep the Arbitration Chamber constantly informed of any changes to their contact details and to those of their attorneys and legal representatives.
9.6 Calculation of time limits. Time limits stipulated in these Rules shall be calculated starting on the date on which the addressee receives a summons, message or notice, exclusive of the first day and inclusive of the last.
9.6.1 The time limits stipulated in these Rules may be extended if necessary, at the discretion of the Chair of the Arbitration Tribunal.
9.6.2 If no time limit is stipulated for any particular procedure, five (5) days shall be deemed sufficient.
9.7 No liability. Neither the arbitrators, nor the Arbitration Chamber or its employees shall be held liable to any person for any events, acts or omissions relating to arbitration proceedings.
9.8 Changes to the Rules. The following rules shall apply to changes to these Rules:
i) Any material change to these Rules shall come into force only if (a) no objections are raised by more than a third (1/3) of the participants in a Restricted Hearing attended by the companies listed on the Bovespa Mais, the Novo Mercado segment and Level 2 of the Special Corporate Governance segment within a period of not less than fifteen (15) days, to be established by the Arbitration Chamber President; and (b) said change is approved by BM&FBOVESPA’s Board of Directors;
ii) Changes to these Rules or other rules and regulations issued on the basis of these Rules shall not affect any arbitration proceedings in progress at the time unless otherwise expressly agreed by the parties;
iii) Changes to these Rules or other rules and regulations issued on the basis of these Rules shall be published thirty (30) days before their entry into force in the Daily Bulletin (Boletim Diário de Informações, BDI) issued by BM&FBOVESPA.
9.9 Bylaws. The permanent members of the Arbitration Chamber shall draft bylaws clarifying and governing any matters pertaining to arbitration proceedings and the functioning and activities of the Arbitration Chamber.
9.9.1 The bylaws of the Arbitration Chamber and future amendments thereto shall be approved by an absolute majority of the members of BM&FBOVESPA’s Board of Directors present at the meeting convened to discuss them.
9.10 Omissions. Any matters not expressly provided for in these Rules shall be resolved by the President of the Arbitration Chamber.
9.10.1 The President of the Arbitration Chamber may issue directives to clarify and interpret any provisions of these Rules. The President may also set up committees comprising permanent members of the Arbitration Chamber to issue opinions on such provisions or on matters no expressly provided for herein.
9.11 The previous Rules are hereby made null and void, except for arbitration proceedings under way on the date these Rules enter into force.
9.12 These Rules were approved by BM&FBOVESPA’s Board of Directors on September 20, 2011 and shall enter into force on October 26, 2011.