Circular Letter/ANNUAL-2026-CVM/SRE
Rio de Janeiro, September 14, 2026.
SUBJECT: General guidelines on procedures to be observed by issuers/offerors and intermediaries in public offerings of securities.
Dear Director,

Annually, the Superintendence of Securities Registration – SRE publishes a Circular Letter with the main objective of guiding issuers/offerors of securities and intermediaries/coordinators of public offerings on how to best comply with the rules governing public offerings of securities.
Between 2022 and 2025, the annual Circular Letter was not published due to the profound revision of the regulatory framework for public offerings, with the issuance of CVM Resolutions No. 160 and 161 on July 13, 2022, rules that came into force on January 2, 2023. In this sense, if on the one hand in 2022 there were still uncertainties regarding the new rules to be issued, between 2023 and 2025, the SRE focused its efforts on answering various queries about the new regulations in force.
Given this substantial change in the regulatory framework governing public offerings of securities, the SRE's annual Circular Letter also underwent profound changes, so that in this first edition, already under the new Resolutions, the new guidelines and changes promoted were not highlighted in yellow, as in previous years.
Additionally, as it is a new regulatory framework, the SRE sought to address the issues that raised the most doubts among market participants since the issuance of the new Resolutions, also seeking to provide guidance on the interpretation and understanding of certain normative provisions that essentially did not change and, consequently, did not alter the application adopted by the SRE.
Observing the recommendations listed below will help minimize eventual deviations and, consequently, reduce the need for the SRE to formulate requirements, as well as allow market participants to act efficiently and agilely, in favor of investor protection and market integrity.
This document consolidates the Circular Letters previously issued by the SRE, with the exception of the Circular Letters specifically referring to (i) the registration requirement for public offering coordinators 1 and (ii) the SRE System for public offering registration 2, which remain valid, without, however, dispensing with the reading of applicable rules, and updates to corporate and capital market legislation and CVM regulations, especially those occurring after the present date, must also be observed.
Finally, this Circular Letter does not seek to exhaust all matters related to the SRE's activity. Any complements and adjustments will be incorporated into future versions of this Circular Letter, to be issued in the coming years, without prejudice to the dissemination of specific guidelines, through the issuance of specific Circular Letters, which may occur throughout the year, if necessary.
Sincerely,
(originally signed by)
LUIS MIGUEL R. SONO
Superintendent of Securities Registration

1 The following Circular Letter deals with the registration requirement for public offering coordinators: Circular Letter No. 5/2026/CVM/SRE.
2 The following Circular Letters deal with the SRE System for public distribution offering registration: Circular Letter No. 3/2022-CVM/SRE; Circular Letter No. 1/2023-CVM/SRE; Circular Letter No. 2/2023-CVM/SRE; Circular Letter No. 3/2023/CVM/SRE; Circular Letter No. 7/2023/CVM/SRE; Circular Letter No. 8/2023/CVM/SRE; Circular Letter No. 9/2023/CVM/SRE; Circular Letter No. 1/2024/CVM/SRE; Circular Letter No. 2/2024/CVM/SRE; Circular Letter No. 1/2025/CVM/SRE; Circular Letter No. 2/2025/CVM/SRE; Circular Letter No. 4/2025/CVM/SRE; Circular Letter No. 5/2025/CVM/SRE, Circular Letter No. 1/2026/CVM/SRE, Circular Letter No. 2/2026/CVM/SRE, Circular Letter No. 3/2026/CVM/SRE and Circular Letter No. 4/2026/CVM/SRE, in addition to any Circular Letters dealing with the SRE System that may have been subsequently disclosed.

Circular Letter/ANNUAL-2026-CVM/SRE
SUMMARY
Summary ...............................................................................................................................................3

THE SUPERINTENDENCE OF SECURITIES REGISTRATION...............7
1.1. Communication with the SRE ................................................................................................................ 7
1.2. Calculation of deadlines – ordinary procedure ............................................................................. 9
1.3. Regulated entity inquiries.................................................................................................................. 10
1.4. Requests for hearings with private parties ..................................................................................... 10
1.5. Requests for viewing and copying administrative processes................................................................ 11
1.6. Request for access to information...................................................................................................... 12
1.7. Confidential treatment ....................................................................................................................... 13
1.8. Appeals against SRE decisions or statements of understanding....................................... 14
1.9. Anonymous Complaint ........................................................................................................................ 15
1.10. Digital Signature.......................................................................................................................... 15
PUBLIC DISTRIBUTION OFFERINGS .................................................................15
2.1. General procedures and rites......................................................................................................... 15
2.1.1. Timelines for public offerings ............................................................................................ 15
2.1.2. Public offering registration supervision fees ...................................................................... 16
2.1.3. Duty to verify investor profile.................................................................................................... 19
2.1.4. End of the prohibition period for public distribution offering registration...................................... 20
2.1.5. Silence period........................................................................................................................... 20
2.1.6. Duty of Investor Profile Suitability.................................................................................................... 22
2.1.7. Distribution agreement................................................................................................................... 22
2.1.8. Allocation conducted by the organized market managing entity (art. 59) ....................... 23
2.1.9. Precedent conditions for the Offer ......................................................................................... 24
2.1.10. Offers not subject to public offering regulation - “Safe harbor”...................................... 24
2.1.11. Distribution plan ....................................................................................................................... 25
2.1.12. Notarization of Investment Fund acts ............................................................................... 25
2.1.13. Disclosure of deliberative acts and debenture deeds............................................................ 26
2.2. Best practices in conducting the ordinary registration procedure........................................ 27
2.2.1. Deliberative Acts........................................................................................................................... 27
2.2.2. Voluntary changes ..................................................................................................................... 27
2.2.3. Use of alternative wordings............................................................................................................ 27
2.2.4. Naming of submitted files.............................................................................................................. 27
2.2.5. Petition or cover letter ............................................................................................................... 28
2.2.6. Submission of documents in registration requests ..................................................................... 28
2.3. Automatic distribution registration procedure................................................................................. 28
2.3.1. Revocation of offers under automatic procedure ........................................................................ 30
2.3.2. Offers with Series Reopening ..................................................................................................... 31
2.3.3. Trading restriction rules ..................................................................................................... 33
2.3.4. Compliance with specific regulation in the trading of offered securities........... 33
2.3.5. Restrictions on trading of securities offered by unregistered issuers................................ 34
2.3.6. Prior analysis by Self-Regulatory Entity and automatic registration procedure..................................... 34
2.4. Requests for registration of public distribution offerings under reservation ............................ 35
2.5. Waivers of registration and public offering registration requirements....................................... 36
2.6. Dynamics related to offer modification.......................................................................... 37
2.7. Suspension of public distribution offerings of securities....................................... 40
2.8. Guidelines for preparing the prospectus and other offer documents ............................. 41
2.8.1. Rules on the preparation and disclosure of information................................................................ 41
2.8.2. Availability and submission of prospectus and announcements to the CVM .............................................. 42
2.8.3. Preliminary Prospectus and Definitive Prospectus ................................................................................... 43
2.8.4. Identification of persons responsible for the content of the Prospectus ............................................... 44
2.8.5. Non-applicable information.............................................................................................................. 44
2.8.6. Guidelines for filling out the Prospectus ............................................................................. 44
2.8.6.1. Cover ................................................................................................................................................ 44
2.8.6.2. Index............................................................................................................................................... 45
2.8.6.3. Main characteristics of the offer................................................................................................. 45
2.8.6.4. Use of Proceeds................................................................................................................... 46
2.8.6.5. Risk factors............................................................................................................................... 46
2.8.6.6. Schedule .................................................................................................................................... 46
2.8.6.7. Share Capital Composition......................................................................................................... 47
2.8.6.8. Relationships and conflict of interest......................................................................................... 48
2.8.6.9. Securities distribution agreement.............................................................................................. 49
2.8.6.10. Statistical information on credit rights – corporate CRs........................................ 50
2.8.6.11. Information on debtors or co-obligors................................................................................. 51
2.9. Preparation of advertising material and general publicity...................................................... 52
2.9.1. Recommendations for the preparation of written advertising material.................................................. 52
2.9.2. For audio and video materials ...................................................................................................... 53
2.9.3. Other important information...................................................................................................... 53
2.9.4. Conducting virtual “Roadshows” and “Lives” .................................................................................. 54
2.9.5. Institutional Advertising ................................................................................................................. 55
2.10. Investment fund units .................................................................................................................. 55
2.10.1. Use of proceeds from fund unit offerings in conflict of interest situations ............. 55
2.10.2. Portfolio manager acting as distributor...................................................................................... 58
2.10.3. Preemptive rights and priority offering in Closed-End Fund offerings..................................... 59
2.10.4. Private placement of investment fund units ................................................................... 59
2.11. Debentures ..................................................................................................................................... 60
2.11.1. Incentive debentures, infrastructure debentures and securities with tax benefits ................ 60
2.11.1.1. Information to be provided in offerings ..................................................................................... 61
2.11.1.2. Information to be provided in offering registration requests...................................... 63
2.11.1.3. Incentive debentures issued by unregistered issuers................................................... 64
2.11.2. Limited liability companies........................................................................................................ 64
2.12. Securitization .................................................................................................................................. 65
2.12.1. Debtor information in corporate CRIs and CRAs.................................................................. 65
2.12.2. Receivables Certificate with guarantee (other than co-obligation) ............................................... 65
2.12.3. Declaration of the Lead Coordinator and the Issuer in CRA offerings ............................................ 65
2.12.4. FIC-FIDC ........................................................................................................................................ 66
2.12.5. CRI and CRA by use of proceeds .......................................................................................................... 66
2.12.6. CRAs with pulverized backing .......................................................................................................... 71
2.12.7. Act of approval of Receivables Certificate offerings ........................................................... 72
2.12.8. CRI and CRA offering to the general investor public ................................................................ 72
2.12.9. CRA offerings backed by CDCA ............................................................................................. 72
2.12.10. Credit rights arising from transactions between distributors and third parties ...................... 72
2.12.11. Differences between senior class series and series reopening .......................................................... 73
2.12.12. Schedule of offerings of different series or with series reopening........................................... 73
2.13. Other securities............................................................................................................................ 75
2.13.1. CAV................................................................................................................................................. 75
2.13.2. Discontinuation of BDR program............................................................................................ 75
PUBLIC ACQUISITION OFFER – OPA................................................................76
3.1. Cancellation of issuer registration – OPA............................................................................... 76
3.2. OPA registration request............................................................................................................ 77
3.3. Waiver of Valuation Report in OPA due to prior agreement on price.................... 78
SUPERVISION AND ENFORCEMENT.................................................................................79
4.1. Risk-Based Supervision Plan – SBR............................................................................ 79
4.2. Sanctioning Processes............................................................................................................... 80
4.3. Commitment Term ................................................................................................................ 80
4.4. Administrative Agreement in Supervision Process.................................................................... 81
SECURITIES MARKET PARTICIPANTS .........................................................82
5.1. Public securities offering coordinator............................................................ 82
5.1.1. Recommended procedures regarding the issuance and public offering of securities............. 82
5.2. Fiduciary Agent .......................................................................................................................... 84

Circular Letter/ANNUAL-2026-CVM/SRE

THE SUPERINTENDENCE OF SECURITIES REGISTRATION
1.1. Communication with the SRE
The interaction of market participants, regarding the scope of competence of this Superintendence, is carried out with the SRE's registration managements (GER-1, GER-2 and GER-3) according to the responsibility matrix below:

Public offering registration request 3	Registration
Shares, Depositary Receipts (“Units”)	GER-2
Debentures, Commercial Papers, Promissory Notes	GER-2
Sponsored BDR – Levels 2 and 3	GER-2
Receivables Certificates (CRI, CRA, CR)	GER-1
Other Securitization Titles (OTS)	GER-1
Real Estate Investment Fund Units - FII	GER-2
Private Equity Investment Fund Units - FIP	GER-2
Receivables Investment Fund Units – FIDC	GER-1
Agribusiness Investment Fund Units - FIAGRO	GER-1
Certificate of Additional Construction Potential – CEPAC	GER-2
Hotel CIC	GER-2
Collective Investment Contracts – CIC (generic CIC)	GER-2
Other securities	GER-2
Acquisition of shares – OPA	GER-1
Public offering coordinator registration request	Registration
Public securities distribution offering coordinators	GER-3

Supervision and enforcement activities are conducted by all registration managements (GER-1, GER-2 and GER-3) once potential irregularities are verified in cases related to public offerings, including those carried out outside of regulation, i.e., without proper distribution registration (marginal market), or related to public offering coordinators.
Particularly, Registration Management 3 (GER-3) is responsible for supervising public offerings exclusively aimed at professional investors, conducted under the automatic registration procedure, except if the securities are shares, share certificates or BDRs, in which case 3 The table refers to public offering registration requests that follow the ordinary procedure, indicating the managements responsible for analyzing the requests. Requests that follow the automatic procedure do not depend on prior analysis by the SRE and are automatically processed by the SRE System.

Annual Circular 2026 CVM/SRE

supervised by GER-2. It is also responsible for supervising irregular offerings of generic CICs, conducted without prior registration request with the CVM (marginal market).

All documents to be forwarded to the SRE within the scope of registration requests, under ordinary procedure, for public distribution offerings or tender offers (including, for example, petitions, offering documents, responses to letters, etc.) must be forwarded by the SRE – Offering Registration System (“SRE System”), the system responsible for the registration of public offerings of securities, in accordance with guidelines provided in specific circulars of the SRE regarding the SRE System.

In registration requests for public distribution offerings or tender offers under ordinary procedure, the submitted petition must list in sequential order all annexes or documents referenced therein. The names of the files forwarded in electronic format must necessarily include the annex number appearing in the petition and the name of the annex, not exceeding 40 characters (prospectus, distribution contract, response to Letter xxx, etc.). The documents must be recorded in non-editable PDF (Portable Document Format) format, in one file for each document or annex. Documents produced by the petitioner themselves must be sent in searchable PDF format.

We highlight that only registration requests for public distribution offerings or tender offers, whether under ordinary or automatic procedure, as well as any documentation whose presentation results from the registration request sent via the SRE System, will be accepted; any registration requests sent via the Digital Protocol will be disregarded. In the event of unavailability of the SRE System, please observe the guidelines already provided in Circular Letter No. 2/2026/CVM/SRE.

Additionally, we reiterate the guidelines provided through CIRCULAR LETTER CVM/SEP/SRE 01/18, with respect to registration requests for public distribution of securities issued by companies that are in the process of initial registration analysis, in the sense that those requests as well as the documents supporting them must also be presented via the Empresas.NET System. We emphasize that presentation through the Empresas.NET System will not be considered for the purpose of the registration protocol of the distribution with the SRE, therefore not triggering the start of the analysis deadlines.

In the event of the need to forward documents and petitions in a confidential or reserved manner, the guidelines contained in sections “1.7 Confidential Treatment” and “2.4 Registration Requests for Public Distribution Offerings under Reserve” of this Circular Letter must be observed.

In complement to the provision of § 3 of art. 38 of CVM Resolution No. 160/2022, we inform that the documents forwarded within the scope of registration requests must contain marks of changes that distinguish themselves by their different reasons: (i) compliance with requirements formulated; and (ii) any voluntary changes made. Furthermore, we emphasize that the letter outlining the compliance with requirements must indicate the page numbers of the documents where the aforementioned changes were made. Regarding voluntary modifications, a comparative table containing the original and altered text, as well as the reason for the modification, must also be sent.

Annual Circular 2026 CVM/SRE

Inquiries, requests for inspection, and requests for modification of the offering after the granting of registration under ordinary procedure must be forwarded via the CVM Digital Protocol (on the CVM website select “Main Menu” > “Service Channels” > “Digital Protocol”).

To use the CVM Digital Protocol, a brief registration must be carried out on the Services Portal, which can be accessed via the address https://www.servicos.gov.br/ . On the next page, in the search field, type “CVM Protocol”. After that, an electronic form must be filled out, files attached, and then forwarded.

For more information on the use of the system, we suggest consulting the information provided at the address https://www.gov.br/cvm/pt-br/canais_atendimento/protocolo-digital including viewing the explanatory video made available. In the event of other doubts regarding the use of this functionality, the Information Management Division (“DINF”) must be contacted via email at dinf@cvm.gov.br.

We request observing the correct addressing in the protocol, including with respect to the management responsible for the subject within the SRE, as indicated above, in order to allow the best progress of the analysis deadline, which will only begin upon the acceptance of the material in the area to which it is destined.

The letters from the SRE, in response to requests and inquiries, will be forwarded to the email address recorded in the CVM registration of the regulated entity or to the email specifically indicated in the initial request for receiving responses.

1.2. Calculation of Deadlines – Ordinary Procedure

In the calculation of deadlines, the rule established by art. 66 of Law No. 9,784/1999, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in the aforementioned processes occurs similarly to that established by art. 224, caput and § 1, of Law No. 13,105/2015.

Therefore, in the calculation of the deadline, the day of commencement must be excluded and the day of maturity included.

In the event that the day of commencement or maturity occurs on a day when there is no business at the CVM headquarters (Rio de Janeiro), such as weekends and national or municipal holidays, the term is extended to the next business day.

Additionally, as determined by art. 23 of Law No. 9,784/1999, the acts of the process must be carried out on business days, during the normal working hours of the agency where the process is proceeding.

Thus, on dates when the business at the CVM headquarters takes place in a partial period, ending before the normal time, deadlines will be extended until the next business day. On the other hand, when the CVM headquarters operates in a partial period and the business ends at the normal time, in accordance with the provision of § 1 of art. 66 of Law No. 9,784/1999, this day will be considered in the deadline in progress.

Documents presented to the SRE (initial protocol or compliance with requirements/reiteration of requirements) will be considered as protocolled on the day if they are sent via the SRE System –

Annual Circular 2026 CVM/SRE

submission completed - until 11:59 PM, noting that in the case of Joint Letter SRE/SEP, the date of compliance is unique for the requirements of both superintendencies.

1.3. Inquiries from Regulated Entities

Inquiries formulated by SRE regulated entities, issuers, offerors, intermediaries, and coordinators of public offerings, regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6,385/1976 and No. 6,404/1976, must be forwarded in writing, via protocol, as guided in section “1.1 Communication with the SRE”, by the participants or their duly designated representative (accompanied by their respective powers of attorney) to the SRE, with the identification of the regulated entity.

The formulation of the inquiry must be clear regarding its object, avoiding generic form and theoretical inquiries, with the orientation that all elements and arguments deemed important for the conclusive manifestation of the CVM be presented.

It is worth highlighting that the presentation of an inquiry by the regulated entity does not exempt it from complying, within the appropriate deadlines, with legal and regulatory obligations, even if they are the object of the formulated inquiry.

In the case of simple inquiries, which do not require an in-depth analysis by the SRE, we recommend that their forwarding be done through the specific email address of the management responsible for the subject matter of the inquiry, ger-1@cvm.gov.br, ger-2@cvm.gov.br or ger3@cvm.gov.br, as detailed in section “1.1 Communication with the SRE” or the SRE email address (sre@cvm.gov.br). Occasionally, the regulated entity may be guided to protocol the issue, even in a more detailed manner and with subsidies for the analysis of the point.

If the subject involves doubts and questions related to the SRE System, the service will be provided via the email suporte-sistemasre@cvm.gov.br (in the case of public distribution offerings) or suporte-sistemasre-opa@cvm.gov.br (in the case of public offerings for the acquisition of shares).

1.4. Requests for Meetings with Private Parties

Requests for scheduling meetings with organizational components of the CVM, in-person or remote, must be forwarded electronically, through the CVM website, in the “Service Channels” area, selecting, for this purpose, the option “Meetings with Private Parties”, or through the address: https://sistemas.cvm.gov.br/?Audiencia.

The regulated entity is recommended to fill out the object of the meeting as completely and in detail as possible, and to inform, in the “Subject” field, whenever possible and if applicable, the number of the Letter, Process, or other CVM act to which the subject of the meeting refers. In this request, the clear specification of the subject to be treated must be included.

If it is a meeting regarding a process that is proceeding in secrecy or under reserved analysis, as per sections “1.7 Confidential Treatment” or “2.4 Registration Requests for Public Distribution Offerings under Reserve” of this Circular Letter, the subject of the meeting must not reveal the secret or reserved treatment theme, and moreover, it must be indicated in the meeting request that it is a subject with secret treatment.

Annual Circular 2026 CVM/SRE

It is also recommended that the regulated entity contact the SRE or its respective managements, by email, before scheduling the private meeting in the system, aiming to verify the availability of the agenda.

The confirmation of the scheduling is a prior condition for the realization of the meeting. Meetings and hearings that have not been previously scheduled and confirmed in the system will not be held.

1.5. Requests for Inspection and Copies of Administrative Processes

In accordance with § 2 of art. 8 of Law No. 6,385/1976, all documents and records of administrative processes that are proceeding or are archived at the CVM are public, except those whose secrecy is indispensable for the defense of intimacy or social interest, or whose secrecy is ensured by express legal provision.

It must also be considered that art. 46 of Law No. 9,784/1999 – which regulates the administrative process within the Federal Public Administration – guarantees interested parties the right to inspect the process and to obtain certificates or reprographic copies of the data and documents that integrate it, except for data and documents of third parties protected by secrecy or by the right to privacy, honor, and image.

In 2021, the Autarchy published CVM Resolution No. 48/2021, which deals with the granting of inspection of records or requests for access to administrative processes of any nature instituted within the scope of the CVM.

Requests for inspection of processes proceeding in this Autarchy must be forwarded by presenting a signed request, specifying that it is for the granting of inspection and/or copies, with the qualification of the signatories and, in the case of their representatives, accompanied by their respective powers of attorney.

In accordance with articles 4 and 5 of CVM Resolution No. 48/2021, the request must be formulated in writing and specify the interest of the requester in obtaining access to the records, except if it is an accused in an administrative sanctioning process, in which case the granting of inspection will always be ensured.

The granting depends on the authorization of a server holding a permanent position of higher level who integrates the Superintendency responsible for conducting the administrative process or the Relator, in case there is a pending appeal or decision by the Collegiate, with the postponement of the granting of inspection being permitted in the interest of the service when such measure would prejudice the realization of an act or the adoption of measures necessary for the conduct of the process.

Furthermore, processes instituted for the purpose of investigating the possible occurrence of infractions to legal or regulatory norms whose supervision is incumbent upon the CVM will be conducted under secrecy, as provided in § 2 of art. 9 of Law No. 6,385/1976, except in cases where the requester has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of inspection will be considered mandatory.

It is worth noting that the secrecy of the process may be lifted by decision of the Superintendent, when he deems it unnecessary for the elucidation of facts and there are no data or information in the records protected by the cases of secrecy ensured by express legal provision or for the defense of intimacy or social interest.

As stated in the sole paragraph of art. 3 of CVM Resolution No. 48/2021, the provision in the two paragraphs above, regarding processes for the investigation of irregularities, applies to complaints formulated by investors and any other market participants, including regarding inspection requests formulated by them.

In the case of administrative sanctioning processes, CVM Resolution No. 48/2021 applies subsidiarily to the specific norm that provides for processes of such nature (CVM Resolution No. 45/2021).

In administrative sanctioning processes, the accused will be admitted the granting of inspection via request directed: (i) to the Process Control Management – GCP, in processes governed by CMN Resolution No. 454/1977; or (ii) to the Superintendency that instituted the process, until the eventual filing of an appeal to the Collegiate, in processes governed by CMN Resolution No. 1,657/1989, or to the GCP, after the eventual filing of appeals to the Collegiate.

In these processes, the Relator will analyze the secrecy of the information contained in the records aiming at the granting of inspection requested by third parties, in accordance with art. 48 of CVM Resolution No. 45/2021, and the Relator may return the process to the originating Superintendency for the analysis of the secrecy of documents or information deemed confidential, not available to third parties, attached until the distribution of the process.

Requests for inspection will be analyzed on a case-by-case basis, and in the event of denial of the request, recourse to the CVM Collegiate will be available to the requesters, in accordance with CVM Resolution No. 46/2021.

According to § 1 of art. 5 of CVM Resolution No. 48/2021, if the decision of denial is issued by the Relator, recourse to the Collegiate will be available against his decision, which, in accordance with art. 2 of CVM Resolution No. 46/2021, must be protocolled within a period of 15 days, counted from the date of notice to the interested party.

For granted requests, the processes will be made available at the Consultation Center – SOI/GOI of this Autarchy, with the indication of the availability period via letter or email in response to the request.

Without prejudice to the above, requests for access to information may also be made, based on the “Information Access Law” (see section below).

Updated information on requests for access/inspection of processes can be obtained on the CVM website at the following address:
https://www.gov.br/cvm/pt-br/canais_atendimento/pedidos-de-vista-processos

1.6. Request for Information Access

In view of the institution of Law No. 12,527/2011 (“Information Access Law” or “LAI”), regulated by Decree No. 7,724/2012, the CVM issued CVM Resolution No. 48/2021, which establishes the procedures for information access provided for in the aforementioned Law.

Annual Circular 2026 CVM/SRE

In accordance with art. 7 of the aforementioned Resolution, the request for information access must be made electronically on the CVM website on the world wide web, or physically, at the Citizen Information Service – SIC of the CVM, by filling out a standard form.

In the event of partial or total denial of access to information or of non-provision of the reasons for the denial of access, the requester may file an appeal, within a period of ten days, counted from the notice of the decision, to the General Superintendent. If such appeal is denied, the requester may file an appeal within a period of ten days, counted from the notice of the decision, to the President of the CVM (art. 8 of CVM Resolution No. 48/2021).

As provided in art. 9 of the aforementioned Resolution, in the event of omission of response to the request for information access, the requester may present a complaint, within a period of ten days, to the General Superintendent. The deadline to present the complaint begins thirty days after the presentation of the request for information access.

Finally, if the appeals provided for above are denied or the complaint mentioned in the previous paragraph is fruitless, the requester may file an appeal within a period of ten days, counted from the notice of the decision, to the Office of the Comptroller General of the Union.

It is important to note that based on art. 13 of Decree No. 7,724/2012 transcribed below, the LAI does not serve to impose the obligation of consolidation or interpretation of data that are in the possession of the Autarchy, in the event of a request for information on these.

Art. 13. Requests for information access will not be attended:
I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation or consolidation of data and information, or service of production or treatment of data that is not within the competence of the agency or entity.

Sole paragraph. In the event of item III of the caput, the agency or entity must, if it has knowledge, indicate the location where the information from which the requester can perform the interpretation, consolidation or treatment of data is found.

1.7. Confidential Treatment

Initially, regarding the documentation presented within the scope of registration requests for public distribution offerings or acquisition of securities, certain documents may be forwarded to the CVM with a request for confidential treatment, provided they are framed in a legal hypothesis that justifies such treatment.

Documents with a request for confidential treatment within the scope of public distribution or acquisition offerings that follow the ordinary procedure must be forwarded via the SRE System using the link of the specific document, if it is already parameterized, or the “Additional Documents” section, if there is no specific parameterization for the document. The need for secrecy must be highlighted in the “Cover Letter” document.

Annual Circular 2026 CVM/SRE

Also regarding tender offers, it is worth remembering that confidential inquiries must observe the provisions of articles 67 to 69 of CVM Resolution 215.

Another provision for confidential treatment is that contained in the terms of art. 31 of CVM Resolution No. 160/2022, according to which the offeror may request the SRE for reserved analysis of registration requests for public distribution offerings, a possibility described in section “2.4 Registration Requests for Public Distribution Offerings under Reserve” of this Circular Letter.

The reserved treatment for the analysis of the registration request for public distribution offering only applies to public distribution offerings for which the adoption of the ordinary registration procedure is required and will cease immediately if the registration request for public distribution offering submitted to reserved analysis has escaped control, in accordance with art. 35 of CVM Resolution No. 160/2022.

1.8. Appeals against decisions or understanding manifestations of the SRE

CVM Resolution No. 46/2021 disciplines the procedures regarding appeals against the decisions of the CVM Superintendencies.

In accordance with the aforementioned Resolution, the deadline for appeal to the Collegiate against decisions issued by the CVM Superintendents is 15 business days, counted from the notice by the interested party. As a rule, it is considered that notice occurs on the date of sending the letter communicating the decision by email. In exceptional situations where communication is made only via physical mail (post office), notice occurs on the date of receipt of the correspondence. There is no normative provision containing the hypothesis of extension of this appeal deadline.

The Superintendent must, within a period of 15 business days from the receipt of the appeal, reform or maintain the appealed decision and, in the second hypothesis, forward the process to the Collegiate even if he understood the appeal as untimely or inadmissible.

The appeal will be received with devolutive effect. If there is a just fear of damage of difficult or uncertain repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, give suspensive effect to the appeal.

If there is a request for suspensive effect that is denied, the Superintendent must, immediately, summon the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for the re-examination of the decision denying the suspensive effect.

It is possible to request reconsideration of the Collegiate's decision, but only in the case of existence of omission, obscurity, contradiction, or material or factual error in the decision, thereby excluding the hypothesis of re-discussion of the merits of the decision. The request must be forwarded to the member of the Collegiate who drafted the winning vote in the examination of the appeal, within a period of 15 business days.

With a view to conferring greater speed in the dissemination of decisions issued by the body, the dissemination of Collegiate Newsletters, containing only the decisions issued, was instituted, and they are made available until the day following the meeting. Such newsletters are made available on the CVM website by accessing the main menu “Content Hubs”, “Publications” and “Collegiate Meetings” or through the electronic address:
https://conteudo.cvm.gov.br/publicacao/informativos_colegiado.html

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We remind you that the formal communication of the Collegiate Board's decision, to be carried out by the technical area to the participant, will occur once the meeting minutes are prepared by the Executive Secretariat of that body, so that the publication of bulletins does not produce any effects for the purpose of counting deadlines.

Finally, in procedural terms, it is requested that the appeal petition be sent in a PDF file that allows text copying, in order to optimize the preparation of the Internal Office for review by the Collegiate Board.

1.9. Anonymous Complaints

There is an exclusive page on the CVM website with information for sending anonymous complaints; for more information, consult the link https://www.gov.br/cvm/pt-br/canais_atendimento/delacaoanonima.

1.10. Digital Signature

The level of digital signature required by the SRE depends on the type of document submitted.

In general registration request processes, the attached documents that are subject to signature must contain advanced digital signatures, in accordance with item 'g' of item II of art. 4 of Decree No. 10.543/2020, except for petitions – initial and subsequent – for which the use of simple signature is admitted, in accordance with item 'a' of item I of art. 4 of the same Decree. Documents executed between private parties, such as contracts, required in the documentation of these processes may contain simple signatures, provided they are accepted by the respective signatory parties.

In other processes, such as consultations, appeals, and complaints, the use of simple signatures is admitted, in accordance with item I of art. 4 of Decree No. 10.543/2020.

PUBLIC DISTRIBUTION OFFERS

2.1. General rites and procedures

2.1.1. Temporal milestones of public offers

Public offers, in general, are divided into two well-defined phases in CVM Resolution No. 160/2022:

Market Offer: the period of the offer in which sales efforts can be made, including reservations being admitted, and which begins with the dissemination of the notice to the market, in accordance with art. 57, if applicable, also covering the distribution period (art. 2, XIII); and

Distribution Period: the period of the offer in which the subscription or acquisition of the securities subject to the offer occurs, starting after, cumulatively, the obtaining of registration and the dissemination of the notice of the start of distribution and ending when the provisions of item IX of this article are observed (art. 2, XV);

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These phases are delimited by temporal milestones described below:

The Notice to the Market, provided for in art. 57 of CVM Resolution No. 160/2022, marks the beginning of the "market offer" phase and is accompanied by the dissemination of the Preliminary Prospectus, when applicable to the offer;

The Start Notice, provided for in art. 59 of CVM Resolution No. 160/2022, marks the beginning of the "distribution period" and is accompanied by the dissemination of the Definitive Prospectus, when applicable to the offer;

The Closing Notice, provided for in art. 76 of CVM Resolution No. 160/2022, marks the closing of the public offer. It is worth highlighting that the public offer is considered closed after the distribution of all securities subject to the offer, including those in the additional lot, as well as the eventual exercise of the option to distribute the supplementary lot, or after the cancellation of the balance of unplaced securities, in the case of partial distribution, and the publication of the closing notice of the distribution (art. 2, IX);

Regarding these temporal milestones, it is important to mention that the Notice to the Market (in the case of offers that use the market offer phase), the Start Notice, and the Closing Notice must be made available in the SRE System in a mandatory and timely manner so that the "market offer", "distribution period", and "closing of the offer" phases are properly characterized.

The failure to make these documents available in the SRE System at the appropriate times implies the incorrect characterization of the offer phases, causing informational harm to investors and market participants in general, as well as causing errors in the automatic routines of the SRE System (such as the expiration of registrations) and causing distortions in distribution and lockup deadlines, when applicable.

Specifically regarding the Closing Notice of a public offer, it is important to point out that this temporal milestone applies to the public offer as a whole, including all series distributed within the same offer. This means that the offer, even if divided into series, has only one lockup trading start milestone, which applies to all series, and this milestone is the date of closing of the offer as a whole.

It is also worth pointing out that each request in the SRE System corresponds to a public offer, having, therefore, only one start date and one end date, with the latter being the date to be considered for the purpose of lockup trading of all series of the offer (request).

If there is an intention to carry out series offers with distinct distribution periods, the lead coordinator must use specific requests for each series, even within the same issuance, highlighting that it is not possible to use the communicating vessels system between series contained in separate requests (distinct offers).

See also section "2.12.12 Schedule of offers of different series or with reopening of series".

2.1.2. Inspection taxes for registration of public distribution offers

The inspection tax on the registration of public distribution offers (Annex IV), based on Law No. 7.940/1989, is a requirement for the filing of the registration request, in any of the registration rites followed in the offer, with the date of the registration request being the base date for the triggering event of the tax.

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The link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao/valores/tabelas-devalores-da-taxa-de-fiscalizacao_2022_lei-14-317_22.pdf/view maintains information regarding the inspection and registration tax tables, with the table to be considered being the one available in Annex IV.

The Union Collection Guide (GRU) for payment of the inspection tax can be generated and printed at https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx.

The inspection tax must contain the "Payer" in the GRU as the tax responsible for payment of the tax, which, in the context of public offers, is the offeror, in accordance with item XVII of art. 3 of Law No. 7.940/1989. In the case of public offers where the offeror is an Investment Fund, we understand that both the Manager and the Administrator of the Fund can appear as the "Payer" of the inspection tax, considering the responsibilities they have with regard to the Fund. In the case of primary issuances of securitization titles, we emphasize that the debtor of the collateral cannot appear as the "Payer" of the inspection tax, since the offeror of these operations is the securitization company.

The inspection tax must be collected on the total value of the operation and not on the individual values of the registrations of an offer, as provided for in item II of art. 4 of Law No. 7.940/1989.

The payment of the tax can be made through a single GRU that covers the total value of the offer (operation), observing the following paragraph which deals with primary and secondary offers.

For example, in the case of a public offer of debentures whose issuance is divided into series, the payment of the inspection tax can be made in a single GRU or PagTesouro slip that covers the total value of the issuance.

In the case of primary/secondary offers, pay attention to the fact that the payments of the inspection tax must be made by the respective taxpayers (issuer in the case of primary offer and offeror(s) in the case of secondary offer) on the total value of the operation under their responsibility, it being not possible to make a single payment (via GRU or PagTesouro slip) encompassing the primary and secondary offers. The same rationale must be used when dealing with public offers for the acquisition of shares carried out in part by the controlling company of the target company and in part by the company itself, a situation where each must bear the portion of the inspection tax proportional to the value of the operation under their responsibility.

In the event of underpayment, the difference must be paid before the grant of registration, plus a fine and interest calculated from the date of the registration request. The calculation of charges can be done using the Calculation Tool available on the CVM website (at https://cvmweb.cvm.gov.br/SAR/FormCalcEncarg.aspx). The rate is unique for all public distribution offers of securities or acquisition of shares, according to the table in Annex IV (rate of 0.03% on the total value of the offer/operation) of Law No. 7.940/1989. There is no cap limiting the amount due regarding the payment of the tax. The amount to be collected will always be the value of the operation multiplied by the rate, however, there is a minimum amount to be collected which is equivalent to R$ 809.16, also according to Annex IV (in practice, operations below R$ 2,697,200.00 must pay the minimum value of R$ 809.16).

Furthermore, withdrawal of registered offers or partial placements lower than the initially planned amount do not constitute a case for partial refund or reimbursement of the inspection tax, based on consolidated understanding by the CVM, since the triggering event of the inspection tax is the police power of the CVM, which begins from the registration request of the public offer.

It is worth noting that the inspection tax applies to the offer amount ("value of the operation") and not to the granted registration. In this sense, the inspection tax applies to the additional and supplementary lots (if any), which integrate the value of the operation, always considering the maximum amount for these lots, as provided for in the offer documentation. The inspection tax also applies to any value of the operation that is intended to cover the costs of the offer, linked to the collection of a fee that is incorporated into the price, commonly called the primary distribution fee.

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In the case of offers of securities whose quantity and/or price are not known at the time of the registration request (offers that include a bookbuilding procedure), the payment of the inspection tax must be made based on the offeror's estimate of the total offer amount (already including the provision for base, additional, and supplementary lots), in accordance with item I, of § 4 of art. 5 of Law No. 7.940/1989, with any complement of tax being paid until the registration of the offer.

It is worth highlighting that with the entry into force of CVM Resolution No. 160/2022 and with the revocation of CVM Instruction No. 476/2009, public offers intended exclusively for professional investors, previously distributed with restricted efforts and exempt from registration, have become subject to the automatic registration rite in accordance with art. 26 of said Resolution and, therefore, the payment of the inspection tax becomes due upon the request for registration.

The offers listed in art. 8 of CVM Resolution No. 160/2022 ("safe harbor") are not subject to the regulation of said Resolution, and therefore do not entail payment of inspection tax.

Below are presented guidelines regarding the procedures to be observed in the documentation of processes for restitution or compensation of inspection tax in the context of public offers (old table D or current Annex IV of Law No. 7.940/89), as regulated by CVM Resolution No. 56/2021.

The guidelines and the form to request the refund of the tax can be accessed at the following address: https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao/restituicao-ecompensacao and the claim must be accompanied by the following information:

a) Identification of the rite to which the offer was submitted: CVM Instruction No. 400/2003 (registration or exemption from registration), CVM Instruction No. 476/2009, CVM Resolution No. 160/2022 (ordinary rite or automatic rite), CVM Resolution No. 215/2024 (ordinary rite or automatic rite), or the information that no public offer related to the tax was carried out nor protocol/request for registration request, in the case of registered offers, or notice of start of offer, in the case of 476 offers, at the CVM;

b) If there was no protocol/request for registration request or notice of exemption from registration of the offer with the CVM associated with the payment of the inspection tax, present, if it exists, the deliberation that motivated the payment of the tax and the eventual subsequent deliberation that decided on its non-use;

c) In the case of offers carried out within the scope of CVM Instruction No. 400/2003, identification of the process number and/or registration number;

d) In the case of offers carried out within the scope of CVM Instruction No. 476/2009, identification of the main characteristics of the offer: Leader, Offeror, Issuer, security, Issuance, series/class, start date, end date, and dates of sending the respective notices;

e) In the case of offers carried out within the scope of CVM Resolution No. 160/2022 or CVM Resolution No. 215/2024, identification of the request number and/or registration number;

f) Detailed justification for the refund request, accompanied by documents and information that the applicant deems adequate to prove the reported situation;

g) In the case of ongoing offers (not yet closed), refund requests for tax, whose GRU has already been used in the offer (reported in the SRE System), will not be analyzed. In these cases, the tax refund request must be sent to the CVM only after the closing of the offer.

Doubts regarding the payment of the inspection tax can be sent to the SRE, in the manner described in section "1.3 Consultations from regulated entities" of this Circular, or to the Collection and Enforcement Management (GEARC) of the CVM, via email gearc@cvm.gov.br. The CVM also maintains a dedicated page to disclose various aspects related to the inspection tax, available at: https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao.

2.1.3. Duty to verify investor profile

In accordance with art. 64 of CVM Resolution No. 160/2022, institutions participating in the distribution consortium and persons hired to work with or advise them during the distribution must ensure the adequacy of the investment to the risk profile of their respective clients.

Nevertheless, the SRE understands that the analysis of the investor profile in the context of a public distribution offer procedure should not be limited to the CVM rules on suitability, but also covers other types of restrictions.

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This interpretation is based on the duty attributed to the lead coordinator of the offer to monitor and control the distribution plan of the securities, in accordance with item X of art. 83 of CVM Resolution No. 160/2022, together with the requirements contained in item I of art. 30 of the same Resolution, which provides that the SRE may, at any time, require the adequacy of information provided to the relevant legal and regulatory provisions and in item IV of art. 13 of CVM Resolution No. 161/2022, which specifies as one of the duties of the coordinator to certify that the investment is adequate to the level of sophistication and risk profile of the investors.

Thus, offer coordinators, in order to comply with their duties provided for in CVM Resolutions No. 160/2022 and No. 161/2022, must diligently verify whether the investors accessed in the public distribution offer can acquire the offered securities or if there are restrictions for such, even if such evaluation is primarily the competence of the investors themselves.

Thus, the coordinator of an offer aimed at, or that can access, a specific "class" or "type" of investor must effectively be aware of and observe the regulation imposed on that class/type of investor, notably with regard to any restrictions that prevent such investors from participating in the offer.

2.1.4. End of the period prohibiting registration of public distribution offers

With the entry into force of CVM Resolution No. 160/2022, the normative provision that prevented the approval of registration of a public distribution offer of securities in the period starting on the 16th day prior to any dissemination of periodic information by the issuer, ending on the date of its effective dissemination, as previously provided for in § 4 of art. 14 of CVM Instruction No. 400/2003, currently revoked, ceased to exist.

It is important to highlight, however, that CVM Resolution No. 160/2022 disciplines a series of duties and responsibilities of the offeror, the lead coordinator, and other coordinators in public distribution offers of securities. Such obligations include, among others, ensuring the truthfulness, consistency, quality, and sufficiency of the information provided at the time of registration and provided to the market during the distribution, notably with regard to the content of the Prospectus and other information presented for registration purposes.

Therefore, it is already incumbent upon the offeror and intermediaries, especially the lead coordinator, to evaluate whether the offer documents contain the relevant information necessary for investor decision-making.

In effect, art. 24 of CVM Resolution No. 160/2022, which deals with the duties of verifying the sufficiency, truthfulness, accuracy, consistency, and currency of the information provided, to which the offeror and intermediary are subject, provides an important safeguard aimed at mitigating potential information asymmetries between those involved in the preparation of the offer, issuer, offeror, and intermediaries, and the external public, the investors.

Thus, by eliminating the restriction provided for in the previous regulation, it is urgent to alert to the applicability of the provisions contained in the aforementioned art. 24, in the sense that the offeror is responsible for the sufficiency, truthfulness, accuracy, consistency, and currency of the information provided at the time of registration and provided to the market during the distribution.

In this sense, the lead coordinator must take all precautions, being responsible for lack of diligence or omission, to ensure that the offeror observes its duty of responsibility for the information provided and also to ensure that the information provided to the market throughout the entire distribution period, including any eventual or periodic information that may integrate the prospectus, are sufficient.

Finally, it is also convenient to highlight what art. 22 of CVM Resolution No. 160/2022 provides, in the sense that the identification, while the offer is in distribution, of any inaccuracy or relevant change in the information contained in the definitive prospectus, notably resulting from informational deficiency or any new or prior fact not considered in the prospectus, shall cause the suspension of the distribution by the offeror together with the lead coordinator until the appropriate dissemination to the public of the modification of the offer and completion of the prospectus is carried out.

2.1.5. Silence period

With the issuance of CVM Resolution No. 160/2022, there was a relevant change in the silence period previously provided for in item IV of art. 48 of the already revoked CVM Instruction No. 400/2003.

Previously, the silence period was absolute, with practically any manifestation in the media by the issuer, the offeror, and the intermediaries being prohibited.

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The new public offering rules now provide for two distinct periods. One is more restrictive, prior to the start of the market offering period, considered the silence period proper, and the other is more flexible, after that milestone, considered the permitted publicity period with rules.

These periods are related to the publicity of the offering, a concept introduced in Article 10 of the new rule as any act of communication seeking to awaken interest in the subscription or acquisition of certain securities offered or to be offered.

Thus, the silence period proper is that provided for in Article 11 of CVM Resolution No. 160/2022. During the silence period, which begins on the earliest date between (i) the formal approval of the offering or the engagement of the lead coordinator (in the case of an exclusively secondary offering); and (ii) the 30th day preceding the filing of the request for registration of a public offering of securities, and ends with the announcement of the closing of the offering, the offeror and the institutions participating in the distribution consortium and other persons related to the offering are prohibited from publicizing the offering.

Communications that are cumulatively carried out by the issuer, without the involvement of an intermediary institution that will integrate the distribution consortium, do not contain mention of a public offering of securities, and are carried out before the 30th day preceding the filing of the registration request (including with the self-regulatory entity, if applicable), do not constitute a violation of this silence period.

Furthermore, disclosures carried out by the issuer registered with the CVM that are provided for in § 2 of Article 11 of CVM Resolution No. 160/2022 remain permitted during this period.

The permitted publicity period with rules is that provided for in Article 12 of CVM Resolution No. 160/2022. This period begins with the start of the market offering period (dissemination of the Market Notice or Start Announcement, if there is no Market Notice). In this period, publicity is permitted, including media appearances, subject to the requirements provided for in § 2 of Article 12 of the rule, with highlights on (i) consistency with the content of the prospectus and with the issuer's periodic information, (ii) the use of calm and moderate language, and (iii) observance of the principles of quality, transparency, and equitable access to information, as well as the necessary observation of the prohibitions provided for in item IV of the same paragraph.

In particular regarding contact with social networks, it is worth citing that diligent action is expected from the participants in the offerings, the lead coordinator, and the offeror, with a view to identifying any materials that may be available on the networks, in order to assess both whether the availability of these would ultimately violate the silence period, as well as the consistency of the information provided on social networks with the offering documentation.

Furthermore, regarding media appearances, a concept that naturally encompasses social networks, which was prohibited during the validity of CVM Instruction No. 400/2003 and is now permitted with CVM Resolution No. 160/2022, we alert to the need for careful observation of the requirements provided for in § 2 of Article 12 of the aforementioned Resolution when conducting media interviews. The care to be observed in these interviews is similar to the care that must be taken in the preparation and dissemination of advertising materials for the offering. It is worth highlighting that, in accordance with Article 14 of CVM Resolution No. 160/2022, the SRE may, at any time, by motivated decision, request corrections, changes, the cessation of publicity, or even suspend the offering for the necessary period (limited to the period provided for in the paragraph below) for clarifications and new dissemination of information, without prejudice to the possibility of investigating responsibility in the context of an administrative sanctioning process.

Particularly regarding the information generated in the bookbuilding process, it is important to emphasize that these must remain confidential, even within the scope of the sales effort with potential investors. In this sense, reference to information about investment intentions such as prices, demand, and investors who presented intentions, within the scope of the sales approach, contradicts Article 12, § 2, items I and IV, 'f)', both of CVM Resolution No. 160/2022.

2.1.6. Duty to Adapt the Investor Profile

In accordance with Article 64 of CVM Resolution No. 160/2022, the institutions participating in the distribution consortium and the persons hired to work with or advise them during the distribution must ensure the adequacy of the investment to the risk profile of their respective clients.

Notwithstanding, the SRE understands that the analysis of the investor profile within the scope of a public distribution offering procedure should not be limited to the CVM's suitability rules, but also encompasses other types of restrictions.

This interpretation is based on the duty attributed to the lead coordinator of the offering to monitor and control the distribution plan of the securities, in accordance with item X of Article 83 of CVM Resolution No. 160/2022, together with the requirements contained in item I of Article 30 of the same Resolution, which provides that the SRE may, at any time, require the adequacy of information provided to the relevant legal and regulatory provisions, and in item IV of Article 13 of CVM Resolution No. 161/2022, which specifies as one of the duties of the coordinator to certify that the investment is adequate to the level of sophistication and to the risk profile of the investors.

Thus, offering coordinators, in order to comply with their duties provided for in CVM Resolutions No. 160/2022 and No. 161/2022, must diligently verify whether the investors accessed in the public distribution offering can acquire the offered securities or if there are restrictions for such, even if such evaluation is primarily the competence of the investors themselves.

Thus, the coordinator of an offering directed at, or which can access, a specific "class" or "type" of investor must effectively be aware of and observe the regulation imposed on that class/type of investor, notably with regard to any restrictions that prevent such investors from participating in the offering.

2.1.7. Distribution Contract

The CVM's understanding regarding the possibility of including or excluding intermediary institutions, after registration, in public offerings registered in accordance with CVM Resolution No. 160/2022, remains.

In offerings that follow the ordinary registration procedure, after the start of distribution, and therefore after the registration of the offering, the distribution contract signed between the offeror and the coordinators can only be altered with prior authorization from the CVM, in accordance with Article 80 of CVM Resolution No. 160/2022.

If the alteration in the distribution contract constitutes a modification of the offering, the rule for modification of offering provided for in Articles 67 and following of CVM Resolution No. 160/2022 must be followed.

Some hypotheses that, in the SRE's understanding, characterize a modification of offering are related to alterations that have a relevant impact on the investor, such as increases in distribution costs, change of lead coordinator, relevant changes in the distribution procedure, changes in the distribution conditions, exclusion or reduction of liquidity or placement guarantees, among others.

In offerings that follow the automatic registration procedure, the alteration of the distribution contract does not require prior authorization from the CVM, and the assessment regarding the incidence of modification of offering must be conducted by the lead coordinator who takes over the offering.

Given the principle of irrevocability of the offering provided for in Article 58 of CVM Resolution No. 160/2022, it is important to point out that the voluntary rescission of the distribution contract signed between the lead coordinator and the offeror cannot be used as justification for the revocation of the offering, unless the hypotheses of voluntary rescission contained in the distribution contract observe the principles set forth in Article 67 of CVM Resolution No. 160/2022, which underpin the possibility of revocation of the offering, namely, the occurrence of a substantial, subsequent, and unforeseeable change in the factual circumstances existing at the time of filing the registration request, which result in a relevant increase in the risks assumed by the offeror and inherent to the offering itself.

In the event of voluntary rescission of the distribution contract that implies revocation of the offering, a request for revocation of the offering must be previously submitted to the SRE, in offerings that follow the ordinary registration procedure, in accordance with Article 67 of CVM Resolution No. 160/2022.

Finally, with the entry into force of CVM Resolution No. 160/2022, the SRE modified its previous understanding regarding the adherence of intermediary institutions to the offering, through the celebration of a specific term, in accordance with the hypothesis of § 2 of Article 79. In this sense, such a situation, analyzed in isolation, will no longer be treated as a potential incidence of modification of offering.

2.1.8. Allocation Conducted by the Administrator of an Organized Market Entity (Article 59)

We remind you that, in accordance with Article 59 of CVM Resolution No. 160/2022, the subscription or acquisition of securities subject to the public distribution offering can only be carried out after obtaining the registration of the offering with the CVM, the dissemination of the Start of Distribution Announcement, and the availability of the Final Prospectus to investors, when applicable.

Therefore, we clarify that this Superintendency understands that the procedure for allocating reservation requests or investment intentions has a nature similar to the subscription of securities, insofar as the way in which such allocation is operationalized establishes a custody position for the investor regarding the offering, from which arises the obligation to integrate.

In this sense, the provision that the allocation procedure occurs prior to obtaining the registration of the offering and the dissemination of the Start Announcement and Final Prospectus (if applicable) contradicts the aforementioned Article 59 of CVM Resolution No. 160/2022.

2.1.9. Precedent Conditions for the Realization of the Offering

The caput of Article 58 of CVM Resolution No. 160/2022 provides that "The market offering is irrevocable, but may be subject to previously indicated conditions that correspond to a legitimate interest of the offeror and whose implementation does not depend on direct or indirect action by the offeror or persons linked to him."

As for disposing of the hypotheses for cancellation or suspension of the offering, CVM Resolution No. 160/2022, through § 4 of Article 70, disciplines that both the non-verification of an eventual precedent condition, as defined in Article 58, and the rescission of the distribution contract, motivated by any non-compliance between the parties, results in the cancellation of the registration of the offering.

In this sense, it is seen that, in practice, distribution contracts contemplate "Precedent Conditions" (or sometimes "Suspensive Conditions") that relate more to the duties of diligence between the parties involved and not an "autonomous" condition, so to speak, in line with what the Resolution defines.

Thus, and seeking to safeguard the basic principle that the market offering is irrevocable, it is worth highlighting that the best interpretation of this technical area, regarding clauses that relate to duties of diligence between the parties involved, points in the sense that these must be verified, insofar as possible, until the start of the market offering period, as they are conditions regarding which there is, in some way, interference by the parties, including the offeror.

Regarding conditions that may need to be verified during the offering, including after its dissemination to the market, we understand that the offering could only be revoked due to the non-implementation of eventual precedent conditions in cases where the occurrence of the same does not depend on direct or indirect action by the offeror or persons linked to him, in accordance with Article 58 of Resolution 160.

2.1.10. Offerings Not Subject to Public Offering Regulation - "Safe Harbor"

CVM Resolution No. 160/2022 brought an important innovation in its Article 8 regarding the rule then in force. The normative device lists a series of operations, whose specific characteristics remove them from the concept of public offering of securities, therefore not being subject to public offering regulation and the need for registration. The device is a kind of "safe harbor" that brings greater legal certainty to such operations, when not submitted to prior registration.

It is worth highlighting that Article 8 of CVM Resolution No. 160/2022 did not have the objective of defining or relating all possibilities of private operations or those that deviate from the concept of public offering of securities, it being certain that all effectively private operations, that is, those that do not contain characterizing elements of a public offering, are not subject to public offering regulation.

Because they are not subject to public offering regulation of securities, the operations listed in Article 8 are not subject to the payment of the supervision fee. It is worth highlighting that these are not offerings exempt from registration, but rather offerings not subject to registration with the Securities and Exchange Commission.

It is not prohibited to submit the offerings provided for in the "safe harbor" to prior registration with the CVM, it being certain that all offerings submitted to prior registration, even if they have the nature of private placements, must fully follow the provisions contained in CVM Resolution No. 160/2022 according to the target audience of the offering.

It is worth highlighting that the use of advertising materials in the offerings listed in Article 8 is not permitted, as such conduct would attract to these offerings characteristics of a public offering of securities, which would be incompatible with the very concept of the "safe harbor".

2.1.11. Distribution Plan

In offerings directed at investors in general, qualified or not, to ensure fair and equitable treatment to all investors, the SRE recommends that, if the target audience of the offering, or a tranche, includes retail investors, a maximum limit for reservation per investor equivalent to the minimum necessary value of financial investments established for the characterization of a qualified investor (currently R$ 1 million) be established, or that the use of this limit be guaranteed in the case of the need for pro-rata allocation. Alternatively to the cited limit, equal and successive allocation can be adopted, so that the securities are allocated one by one, sequentially, to each investor. In this dynamic, as investors have their investment intentions met, they are no longer considered in the sequence of equal and successive allocation.

Regarding the use of priority allocation for investors who agree to submit to the restriction of sale in the secondary market of the shares acquired in the offering for a certain period of time ("lockup"), we point out some aspects that we consider best practices:

(i) In initial public offerings, considering that there are no verifiable liquidity parameters for the shares and, even though all available information from the issuer is that provided within the scope of the public offering, if there is a provision for lock-up in any of the segments, there must be a provision for minimum allocation without lock-up (without priority) in the respective segment;

(ii) In subsequent offerings, if there is a provision for lock-up in the Retail Segment without there being a guarantee of minimum allocation in this segment without lock-up (without priority), the same system must be adopted for the Private Segment;

(iii) The lock-up of the priority portion of the Private Segment must always be superior to the lock-up of the priority portion of the Retail Segment; and

The Final Prospectus must inform the allocations made in all segments, as well as any eventual priority allocations, existing in the non-institutional tranche.

2.1.12. Registration in Notary of Acts of Investment Funds

As a result of the promulgation of Law No. 13.874/2019 ("Economic Freedom Law"), the registration in notary of the acts of constitution of investment funds was exempted, being sufficient the registration of the regulations with the Securities and Exchange Commission for the purpose of guaranteeing their publicity and the opposability of effects with respect to third parties (in accordance with Article 7 of the aforementioned Law, which altered Law No. 10.406/2002 (Civil Code), in its Article 1.368-C).

Through Circular Letter CVM/SIN 02/24, the SIN reinterpreted the device in question informing that:

"the term 'regulation' provided for in Article 1.368-C, § 3rd, of Law No. 13.874 gained a new meaning with the issuance of CVM Resolution No. 175, in order to include not only the regulation specifically regulated there, but also the descriptive annexes of the classes and the appendices of the subclasses.

Thus, any alteration made to the content of any of these documents, in the interpretation of this technical area, is covered by the aforementioned legal provision and, consequently, exempt from registration in the notary of titles and documents.

In this context, and considering that corporate operations in general will involve the alteration or extinction, as the case may be, of some of these documents, we confirm, in line with the same rationale adopted by Circular Letter CVM/SIN No. 12/2019, that there is no obligation to register the corporate acts of investment funds in the registry of titles and documents, provided that the due publicity of such documents to third parties is given through the availability, by the fiduciary administrator of the respective document on the CVM website platform - SGF (Investment Fund Management System). Additionally, we clarify that such corporate documents, when they do not accompany the respective regulation altered by them, must be published in the CVMweb system in the 'Document Upload' section > 'delivery for other reasons'."

2.1.13. Dissemination of Deliberative Acts and Debenture Deeds

With the revocation of item II of Article 62 of Law No. 6.404/1976, by Law No. 14.711/2023, there is no longer the legal requirement to register the deed of issuance of debentures in the commercial registry.

The same Law No. 14.711/2023 added § 5 to Article 62 of the LSA, stipulating that it will be up to the CVM to discipline the registration and dissemination of the corporate act that deliberates on the issuance and of the deed of issuance of the debentures subject to public offering or admitted to negotiation and their amendments.

Regarding this, the CVM issued on March 6, 2025, CVM Resolution No. 226/2025, which altered devices in CVM Resolution No. 160/2022, which now provides that issuers not registered with the CVM must disseminate in accordance with paragraphs 3, 5, and 6 of Article 89 of CVM Resolution No. 160/2022: (i) the corporate acts of issuance of debentures that are to be publicly offered; and (ii) the deed of issuance of debentures that are to be publicly offered and their eventual amendments.

For registered issuers, the provisions provided for in CVM Resolution No. 60/2021 apply, in the case of public issuances by securitization companies, and in CVM Resolution No. 80/2022, in the case of public issuances by companies registered with the CVM in categories A or B.

2.2. Best Practices in the Conduct of the Ordinary Registration Ritual Process

2.2.1. Deliberative Acts

Requests for registration of public offerings must be accompanied by the acts that effectively deliberated on the approval of the public distribution, duly signed, the presentation of drafts being prohibited.

It is admitted that the duly formalized deliberative acts be presented to the SRE until the dissemination of the Market Notice, in the case of a deliberative act of the offering, or of the Start Announcement, in the case of a deliberative act of the price. We remind you that the proof of protocol of submission to the competent commercial board can be presented, in cases where registration is provided for by law or CVM regulation, as long as it is carried out within 30 days counted from the realization of the deliberation.

2.2.2. Voluntary Alterations

Ideally, voluntary alterations should be implemented in exceptional cases, due to the occurrence of unforeseeable facts at the time of submission of the registration request, in order to avoid additional requirements, on the opportunity of the reiteration of requirements office provided for in § 5 of Article 38 of CVM Resolution No. 160/2022.

As provided for in § 3 of Article 67 of CVM Resolution No. 160/2022, if the voluntary alterations come to characterize a modification of the offering, such modification carried out prior to registration does not require prior approval from the SRE, however, in the case of an offering subject to the ordinary registration procedure, the modification will be analyzed during the period of analysis of the registration, which may constitute a new fact provided for in § 8 of Article 38 of the same Resolution.

2.2.3. Use of Alternative Writings

The use of alternative writings (between brackets or similar), often contradictory, does not allow for the adequate analysis of the information and may result in additional requirements on the opportunity of the reiteration of requirements office, which may culminate in the characterization of a modification of the offering (Article 67 cited). Thus, we request that you do not use this form of language in the documents.

2.2.4. Naming of Submitted Files

We request that the documents filed in the SRE System be named in a way that facilitates the identification of their content, as follows: in the names of the files sent electronically, the number of the annex that appears in the petition and the name of the annex must be included, not exceeding 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.). That is, the naming of the files should avoid replicating only the numerical identification pointed out in the petition.

Annual Circular Letter 2026 CVM/SRE

2.2.5. Petition or Cover Letter
In the ordinary registration procedure, at all stages of the request (initial request, compliance with requirements, compliance with reiterated requirements, additional submission of documents), petitions or cover letters must be submitted via the SRE System, providing clarifications regarding the structure of the operation (mainly in the initial petition or in any structural changes) and the compliance with requirements.

2.2.6. Submission of Documents in Registration Requests
We alert that, for the purposes of compliance with item V of Article 13 of CVM Resolution No. 160/2022, documents must be submitted through the SRE System, despite any guidelines for including certain documents in other CVM systems, for the purpose of complying with the rules of the technical areas that supervise issuers, whether they are funds, publicly-held companies, or securitization companies. Regarding the submission of documents in the SRE System, we reinforce that the system should not be used as a repository of documents; therefore, only the documents parametrized for each type of registration request (resulting from the combination of target audience and securities offered) should be submitted in the SRE System, in addition to advertising materials in the "Additional Documents" section. Any other documents should only be included upon express guidance from this SRE. Thus, for example, the documents listed in § 4 of Article 27 of CVM Resolution No. 160/2022, which must be kept available to the CVM, should not be submitted through the SRE System. This guidance is important because, naturally, there is a limit to the storage capacity of the aforementioned system, and the submission of unsolicited documents compromises the capacity planning considered in the operation of the SRE System.

2.3. Automatic Registration Rite for Distribution
Items I to XIV of Article 26 of CVM Resolution No. 160/2022 list which public distribution offers may follow the automatic registration rite, considering the variables of issuer type, securities offered, and target audience, provided that the requirements and procedures set forth in Article 27 of the same Resolution are met.

We remind that this registration rite is processed in the SRE System, accessed via CVMWeb, having entered into operation on 02/01/2023, the same date as the start of the validity of CVM Resolution No. 160/2022, which expanded the possibilities of offers whose execution does not depend on prior CVM analysis. It is worth noting that this section does not address aspects related to technical guidelines for using the SRE System, topics that continue to be the subject of specific Circular Letters, a subject already addressed on the first page of this Circular Letter.

We emphasize the obligation to publish both the Start of Distribution Announcement and the Closing of Distribution Announcement, as well as the Market Notice, if applicable. It is worth remembering that such documents serve to delimit certain phases of a public distribution, and there is no question of suppressing them or considering their publication in the CVM by other means than the SRE System as fulfilling this requirement. The verification of such documents in the SRE System is part of automated routines, according to which registration requests are automatically migrated to the phases "Request Expired" or "Registration Lapsed" in the cases of late presentation of the final information for obtaining the registration, in the case of offers that will use the "to market" phase before registration, and of the Start of Distribution Announcement, as well as delimiting the distribution status, i.e., whether the offer is in its "to market" or "in distribution" phase.

Regarding documentation in offers that follow the automatic registration rite, particularly concerning the documents listed in § 4 of Article 27 of CVM Resolution No. 160/2022, we clarify that in the case of offers with a "to market" period at the time of submitting the registration request, (i) corporate acts and the debenture issuance deed may be pending appropriate formalization (appropriate registrations at the board of directors/notary office) and (ii) the B3 declaration may be under analysis. In any situation (request with or without going to market), for the purposes of the actual granting of registration, the acts and the deed must present the appropriate formalities fulfilled, and the B3 declaration must have been obtained.

It is important to highlight that, in the automatic rite, the possibility contained in item II of Article 3 of CVM Resolution No. 161/2022, that other entities that are not financial institutions act as offering coordinators, is restricted to those subject to supervision by a self-regulatory entity that has entered into a specific technical cooperation agreement with the CVM, as set forth in § 1 of the aforementioned Article 3. On December 23, 2022, a Cooperation Agreement was signed with ANBIMA, which provides for the coordination of efforts to supervise offering coordinators that are not financial institutions, so that such entities, when registered as Public Offering Coordinators and adherent to ANBIMA's Self-Regulation Codes 5, are authorized to conduct public offers under the automatic registration rite, in accordance with Section II of CVM Resolution No. 160/2022.

Offers of debt securities from unregistered issuers can only be directed to professional investors (§ 2 of Article 25 of CVM Resolution No. 160/2022), with the exception of non-convertible debentures issued by the entities provided for in §§ 1-A and 1-B and the caput of Article 2 of Law No. 12.431, of June 24, 2011, related to resource collection aimed at implementing investment projects in the infrastructure area, or in economic production intensive in research, development, and innovation, considered as priorities in the manner regulated by the Federal Executive Branch, in accordance with the requirements of the aforementioned Law, which can be directed to qualified investors (item IX of Article 26, of CVM Resolution No. 160/2022) and follow the automatic distribution rite.

It is worth noting that the hypothesis for using the automatic rite cited above is strictly applicable only to the debentures referred to in Law No. 12.431/2011 ("incentivized debentures" as defined in item I of Article 2 of Decree No. 11.964/2024). Thus, it does not apply to the newly created, by Law No. 14.801/2024, "infrastructure debenture," as named in item II of Article 2 of Decree No. 11.964/2024. It is also important to highlight the understanding of this technical area that no adjustment is necessary in the public offering regulations to include these debentures in the list of securities that can be submitted to the automatic rite, in line with what item IX of Article 26 of CVM Resolution No. 160/2022 provides, since the tax nature of the benefit conferred on them relates to the issuer, and their investors do not have the fiscal benefit given to incentivized debentures. In this way, there would be no regulatory incentive to include the offer of these instruments to the general public in the possibility of conducting via the automatic rite, being certain that the use of such rite is possible if it fits into another option granted to debt securities.

Regarding the adoption of the automatic rite in the case of distribution offers of securitization titles, it is worth pointing out the understanding that, since they are treated in a specific item, item VIII of Article 26 of CVM Resolution No. 160/2022, securitization offers cannot benefit from the automatic registration rite for offers that use standardized models, so we understand that it is not possible to use, for this type of offer, the regulatory discount applicable to standardized titles.

Another relevant aspect regarding the possibility of using the automatic registration rite for offers consists in the status of frequent fixed-income issuer ("EFRF"). To maintain the EFRF status, which allows the issuer (or single debtor of the collateral in securitization operations) to conduct offers under the automatic rite, as provided for in items IV and VIII ('c', 3.) of Article 26 of CVM Resolution No. 160/2022, the issuer must perform at least one or two offers, depending on the value, submitted to the ordinary rite within a 4-year period, even if it frequently conducts offers via the automatic rite during this period. This periodic scrutiny by the CVM is important for maintaining the EFRF status.

Another factor to consider regarding the possibility of the automatic registration rite for offers is that the fact that fund shares have been the subject of a public offer directed to professional or qualified investors and are admitted to trading in the secondary market by the general public investor, after the negotiation lockup period has elapsed, does not qualify the fund for using the provision contained in item 'c)' of item VII of Article 26 of CVM Resolution No. 160/2022. This is because the fact that a security is already traded by the general public does not completely mitigate concerns that may arise from a new offer of the same securities, which is why the previous offer with CVM or self-regulatory entity analysis for the same target audience is a condition for using the hypothesis provided in the normative device.

Another relevant aspect introduced by CVM Resolution No. 160/2022 in the case of offers submitted to the automatic registration rite relates to the minimum visibility period to investors regarding the occurrence of such offers.

In this sense, § 3 of Article 57 of CVM Resolution No. 160/2022 provides that offers that have obtained their registration automatically and are directed exclusively to professional investors, if they use the Market Notice, must remain in the "to market" phase for at least 3 business days.

On the other hand, offers registered in the automatic rite whose distribution plan does not contemplate a "to market" phase must remain in distribution for at least 3 business days, except in the case where the distribution of all securities was not due to the exercise of the firm commitment guarantee.

2.3.1. Revocation of Offers in Automatic Rite
Although CVM Resolution No. 160/2022 does not provide for different procedures for the automatic and ordinary registration rites, in the case of offer revocation, we understand that the objective was not to impose the need for prior analysis by the SRE in the case of revocation of the offer whose registration occurred under the terms of Article 26 of the aforementioned Resolution.

Since both modification and revocation can only occur when there is a "substantial, subsequent, and unforeseeable change in the circumstances of fact existing when the registration request for public distribution of securities was filed, or that underlies it," as per the caput of Article 67 of CVM Resolution No. 160/2022, i.e., both requests must be based on similar grounds, it would not make sense for the verification of this situation to require prior SRE analysis in requests for revocation of offers submitted to the automatic rite and not require this same analysis in requests for modification of offers submitted to the same registration rite, as explicitly stated in § 2 of the same Article 67.

Otherwise, the objective sought by the regulation itself, to give agility to the market and remove the burden of the CVM regarding prior analysis in situations of offers whose registration itself deemed entitled to a simplified rite, would not be achieved.

Thus, we clarify that the revocations of public distribution offers conducted under the automatic registration rite do not require prior SRE approval, following the same dynamics provided for offer modifications that observe this registration rite, these revocations obviously being based on the occurrence of a "substantial, subsequent, and unforeseeable change in the circumstances of fact existing when the registration request for public distribution of securities was filed, or that underlies it," resulting in a relevant increase in the risks inherent to the offer itself.

In this sense, in the case of offers that follow the automatic registration rite, any revocation does not require SRE manifestation, and the Market Notice that will notify investors regarding this must be presented via the SRE System (the same system through which the registration request for the offer was requested), accounting for the revocation and its grounds. Furthermore, in accordance with Article 13 of CVM Resolution No. 160/2022, the aforementioned notice must also be published in the locations provided for by Article 13 of CVM Resolution No. 160/2022.

2.3.2. Offers with Series Reopening
Initially, it is important to point out that the guidelines contained in this section apply to public distribution offers of (i) non-convertible or non-exchangeable debentures or other types of debt securities representing debt from an issuer in operational phase, registered in Categories A and B, directed exclusively to the general public investor, when dealing with securities with identical characteristics, except for the effective remuneration rate of the instrument, to securities that have been previously distributed in a public offer directed to the general public investor, as provided for in item 2 of item 'c' of item V of Article 26 of CVM Resolution No. 160/2022 and (ii) securitization titles issued by CVM-registered securitization companies directed exclusively to the general public investor when dealing with titles (whose collateral is composed of debt securities from a single issuer) with identical characteristics, except for the effective remuneration rate of the instrument, including the same collateral instrument and maturity date, to those distributed in a previous public offer directed to the general public investor, as provided for in Article 26, item VIII, item 'c', item 2 of CVM Resolution No. 160/2022 ("Series Reopening").

It is worth noting that it is precisely the fact that it is a public offer within the scope of a series reopening that enables the automatic registration of these offers, when directed to the general public investor, without prior CVM scrutiny, so it is pertinent to express the understanding of the Securities Registration Superintendency regarding the characteristics that must be present in this type of public distribution, as highlighted below:
a) The possibility of public distribution offers in the automatic rite of series reopening for the general public investor only applies to hypotheses (i) and (ii) listed in the first paragraph of this section; b) As defined in item 2, item 'c' of item V and in item 2, item 'c' of item VIII, both of Article 26, the series reopening offer must have the same terms and conditions as the initial offer, and the securities must have identical characteristics to the securities issued in the initial offer of the series, with the exception of the effective remuneration rate of the instrument, which, unlike the nominal rate defined in the issuance instrument, may vary due to eventual premium or discount in the issuance price in light of the instrument's curve or due to market conditions; c) The series reopening cannot reach a different investor audience from the original audience; d) The issuance instrument of the security initially offered (initial offer of the series) must contain the provision for series reopening, specifying the volume and term of the offer of the new securities to be issued in the series reopening, and describing the possibility of priority in the allocation of current investors (investors from the initial offer of the series) during the series reopening; e) Communications to security holders regarding the exercise of the right to priority in allocation within the scope of the series reopening must be made on the websites of the CVM (Empresas.Net), the issuer, and the trustee, and it is additionally recommended some type of direct communication with investors through usual channels (email or otherwise); f) The documents of the initial offer must specify the destination of resources in a potential series reopening, if such possibility is provided for in the initial issuance instrument; g) The documentation of the series reopening offer must be prepared from the update of the documents of the initial offer (prospectus and fund document); h) The series reopening offer must refer, in the prospectus and fund document, to the request and registration numbers of the initial offer of the series; i) The price of the security offered in the series reopening will have its value defined by the market, and there may be a premium or discount due to market conditions, with the possibility of conducting a bookbuilding procedure; j) The series reopening must observe the sufficiency of guarantees placed at the disposal of the investor.

Finally, it is worth noting the possibility of reopening series in offers for professional and qualified investors, although this is not a necessary requirement for conducting offers in the automatic rite for this target audience. Furthermore, we highlight that the characteristics listed in this section are a recommendation of best practices for all public offers where there is series reopening, even if not directed to the general public investor.

2.3.3. Trading Restriction Rules
Securities that have been the subject of a public offer conducted under the automatic registration rite and with target audience restriction must observe the trading restriction rules for target audience provided for in Article 86 of CVM Resolution No. 160/2022.

If such securities are the subject of a subsequent public offer in the automatic rite with target audience restriction, but there is fungibility between the shares previously offered and those subject to the offer to be made, some aspects must be observed.

In this sense, in the case of an offer of the same security subject to a previous offer (fungible, same species and class), if the aforementioned security is already being traded by a certain target audience, there is no question of negotiation lockup for this target audience. This understanding is valid even if the securities were previously offered under CVM Instruction No. 476/2009.

We clarify that the lockup rule provided for in § 3 of Article 86 of CVM Resolution No. 160/2022 aims to protect those offers whose security is not yet being traded with a broader investor audience than that subject to the offer itself.

2.3.4. Compliance with Specific Regulations in the Trading of Offered Securities
Article 86 of CVM Resolution No. 160/2022 provides for the possibility of trading securities distributed through the automatic registration rite, in accordance with Article 26 of the same Resolution, establishing periods of prohibition of trading with certain target audiences depending on the initial direction of the offer.

Notwithstanding, we emphasize that, in addition to the aforementioned prohibition periods, for a security to be traded with a certain target audience, any provision that may exist in specific regulation dealing with the distributed security must also be observed.

As non-exhaustive examples, we mention the requirements contained in: (i) Article 4 of Normative Annex I of CVM Resolution No. 60/2021, for CRI offers; and (ii) Article 7 of Normative Annex II of CVM Resolution No. 60/2021, for CRA offers.

These provisions establish requirements to be observed in the context of CRI and CRA operations for such securities to be traded with the general public investor and must be fully observed for a CRI or CRA distributed to professional or qualified investors to be able to be traded with the broader public investor, even if the prohibition periods for trading established by Article 86 of CVM Resolution No. 160/2022 have been fully observed.

Footnotes:
4 In particular regarding the status "Registration Lapsed," the subject was also the object of guidance through Circular Letter CVM/SRE No. 01/24, which must be read together with this section for full understanding.
5 ANBIMA has the competence to act in the supervision of entities that are adherent to the self-regulation codes of the entity.

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Therefore, if a CRI or CRA has a single backing in debt issued by a closed-capital company, there would be no possibility for these securities to be negotiated with the general investing public, as the provisions of item II of the sole paragraph of art. 4 of Normative Annex I of CVM Resolution No. 60/2021 would not be observed, in the case of CRIs, as well as the provisions of item III of art. 7 of Normative Annex II of the same Resolution, in the case of CRAs.

2.3.5. Restrictions on the negotiation of securities offered by non-registered issuers

As provided in art. 86 of CVM Resolution No. 160/2022, in the offers listed in item X of the caput of art. 26 (debt of non-registered issuer), the resale may only be destined to professional investors, additionally requiring that the issuer comply with the obligations provided in art. 89.

If, after the public offering is carried out, the non-registered issuer obtains registration as an issuer in categories A or B, the lock-up periods considered for registered issuers who carry out debt offerings, provided for in item V, letter a of art. 26, exclusively for professional investors, as provided in art. 86, item II, must be observed, with such restriction periods equally counted from the closing of the offering.

2.3.6. Prior analysis by Self-Regulatory Entity and automatic registration procedure

As seen at the beginning of the section “2.3 Automatic Registration Procedure for Distribution”, art. 26 of CVM Resolution No. 160/2022 lists the types of offers that can follow the automatic registration procedure for public distribution, that is, without the need for prior manifestation by the CVM.

Among these types, we highlight those whose registration request has been previously analyzed by a self-regulatory entity authorized by the CVM under the terms of the agreement referred to in articles 94 and 95 of CVM Resolution No. 160/2022.

Based on this provision, a Technical Cooperation Agreement was signed with the Brazilian Association of Entities of the Financial and Capital Markets - ANBIMA to carry out prior analyses and prepare technical reports regarding requests for registration of public distribution offers, initially of the following securities:

(i) Simple debentures and promissory notes of registered and operational companies for the general public; (ii) Shares, subscription warrants, convertible or exchangeable debentures, and units on these securities, of registered and operational companies: for all audiences, in initial offerings, and for the general public, in subsequent offerings; (iii) CRI, CRA, CR, and Other Securitization Titles of registered securitization companies for the general public; (iv) Shares of real estate investment funds, Fiagros, FIDC, and FI-Infra (for the last 3 including FICs), for the general public in initial offerings or subsequent offerings where there has been an expansion of the target audience or alteration in the investment policy;

The updated and complete list of offers subject to prior analysis by ANBIMA is available on the entity's website.

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Offers submitted to prior analysis by ANBIMA may begin the market phase during this analysis provided that they submit to the CVM the request for public offering registration with the availability of the Market Notice in the SRE System. In these cases, a “bookbuilding” request must be selected, which allows the offering to have a market phase before the effective automatic registration. To obtain registration, the applicant must, in addition to the other documents required for registration, make available in the SRE System the technical report prepared by ANBIMA that does not point out obstacles or conditions for the approval of the public offering registration, in accordance with item II of § 7 of art. 27 of CVM Resolution No. 160/2022.

The adoption of prior analysis by a self-regulatory entity to enable automatic registration at the CVM is a faculty granted to coordinators of public offerings, who may always opt for the use of the ordinary registration procedure directly with the CVM.

It is worth highlighting the understanding of the Securities Registration Superintendency that the prior analysis, without obstacle, carried out by a self-regulatory entity in some public offering of an investment fund registered under the auspices of CVM Resolution No. 160/2022 qualifies the fund to carry out subsequent offerings of shares to the general public in an automatic procedure, as provided for in art. 26, item VII, letter ‘c’ of CVM Resolution No. 160/2022.

The full text of the documents representing the Agreement is available on the CVM website (https://conteudo.cvm.gov.br/convenios/index.html).

2.4. Requests for registration of public distribution offers under reserve

The experience arising from the adoption of the already revoked CVM Deliberation No. 809/2019, which had as its objective, on an experimental basis, to allow the CVM to empirically verify the benefits and the most appropriate procedures for implementing the reserved nature of requests for registration of public distribution of shares, provided the basis for its effects to be implemented definitively in the context of the regulatory framework revision process for public distribution offers, specifically in Subsection III – Reserved Analysis of Registration Request, of Section III – Ordinary Registration Procedure for Distribution of Chapter IV – Procedures, Procedures and Deadlines for obtaining the registration of the offer, of CVM Resolution No. 160/2022.

In cases of reserved analysis request, applicable to registration requests in ordinary procedure or to prior analysis requests by a self-regulatory entity, as per section 2.3.6 above, the offeror must declare, in the registration request for the offer, the justification for the secrecy exposing the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the offeror, in accordance with § 1 of art. 32 of CVM Resolution No. 160/2022.

It is worth noting that in the event that information about the public offering registration request, presented under a reserved character, escapes control, it is the responsibility of the offeror and the lead coordinator to act so that due communication to the market is promoted, including acting with the registered issuer so that it proceeds with the immediate disclosure of the registration request, observing the applicable rules regarding the disclosure of information. In the absence of disclosure by the offeror, it will be up to the SRE, or the self-regulatory entity, as the case may be, to publicize the registration request or the prior analysis request.

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In the situations provided for in the previous paragraph, it is possible to maintain the reserved character by the CVM, or by the self-regulatory entity, as the case may be, of the documents that support the analysis of the registration request, if the offeror so manifests after the immediate disclosure of the registration request.

In cases of reserved analysis request, the offeror, the lead coordinator of the distribution, the entities administering organized markets where the securities will be admitted for negotiation, the securities object of the offer, and the self-regulatory entities authorized by the CVM to conduct prior analyses of registration requests must safeguard themselves with their interlocutors, emphasizing that the intention to carry out a public distribution must be kept in secrecy until its regular and broad disclosure to the market.

Moreover, in the environment of a request submitted under a reserved character, in cases of registration requests for secondary public offerings, it is important to alert in the sense that the duty of cooperation of the issuer, stipulated in § 4 of art. 17 of CVM Resolution No. 160/2022, is exercised observing the reserved character of the request. In this sense, the lead coordinator as well as the offeror must take the necessary measures to ensure that the issuer, when preparing and providing the information that will support the distribution offer, does so maintaining the secrecy regarding the registration request.

When submitting a public distribution offer registration request, through the SRE System, the “Reserved Analysis” option must be selected, so that the registration request and its documents can be treated under reserve, as provided in CVM Resolution No. 160/2022.

Without prejudice to the above, the initial petition requesting the analysis of the public distribution offer registration request must (i) make express mention of the submission of the request under reserve, in accordance with CVM Resolution No. 160/2022, and (ii) present a declaration from the issuer justifying the secrecy of the request, including the reasons why the disclosure of the request may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company.

It is the sole responsibility of the lead coordinator to identify the reserved character of the request, which will necessarily be approved if the aforementioned procedures are followed.

Particularly, we emphasize that, in cases of request for registration of a subsequent offer under reserve, the lead coordinator must arrange with the issuer that it indicates the period during which the information about the public distribution offer registration request must remain reserved, in the event of withdrawal or denial. This applies even if it is a secondary distribution offer.

2.5. Exemptions from registration and registration requirements for public offers

CVM Resolutions No. 160/2022 (distribution offers) and CVM No. 215/2024 (Tender Offers) provide for the possibility of exemptions from registration requirements, and even from the registration itself (in the case of CVM Resolution 160), in various ways. These exemptions are granted by the Board of the Autarchy based on requests from offerors, which are previously analyzed by the SRE.

In the case of public distribution offers, the request for exemption from requirements or from registration of the public distribution offer must be filled out by the lead coordinator, presenting the grounds that point to the existence of public interest, the presence of adequate information, and the

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preservation of investor protection, as per art. 43 of CVM Resolution No. 160/2022 and in the form of Annex L to the aforementioned Resolution.

The analysis of the request for exemption from requirements will be carried out prior to the beginning of the analysis of the registration request, whose separate deadlines will be the same as those provided for the analysis of the ordinary distribution registration procedure, provided for in articles 36 to 38 of CVM Resolution No. 160/2022.

Regarding CVM Resolution No. 215/2024, the norm itself provides for situations in which requirements would be automatically exempted, such as those provided for by art. 21 (preparation of an appraisal report) and by articles 26 and 27 (holding of an auction in an organized market environment). Notwithstanding, for cases whose exemption is not expressly delimited in the norm, there is the possibility to request it or adopt differentiated procedures, in accordance with art. 70, provided that such requests are submitted to the analysis of the SRE together with the registration request for the Tender Offer, in cases of ordinary procedure, or prior to the registration request for the Tender Offer, via confidential consultation referred to in articles 67 to 69, in cases of automatic procedure. Such requests may be approved directly by the SRE, if they have characteristics similar to requests previously approved by the CVM Board, or, otherwise, must be submitted for approval by said Board. In the case of requests for unification of different modalities of Tender Offer, the norm authorizes the SRE to analyze and approve without sending it to the CVM Board.

2.6. Dynamics related to the modification of offers

The modification of an offer is characterized in art. 67 of CVM Resolution No. 160/2022, it being relevant to highlight that the alteration of documentation when the offer is not yet in the market phase does not denote modification of the offer, without prejudice to the eventual application of the hypothesis of new fact, in the case of offers that follow the ordinary procedure, as provided for in § 8 of art. 38 of the same Resolution, for the purposes of the deadlines for analysis of the registration request.

Information regarding the modification of the offer, including any adjustments to schedules, must be informed to the market exclusively through a Market Notice, there being no talk of new disclosure of Market Notice or Start Announcement. It is important to emphasize that such documents delimit phases of the offer, so that, if already disclosed, they should not be presented again.

Any modification of the offer, when implemented, must be accompanied by the adoption of the procedure provided for in § 1 of art. 69 of CVM Resolution No. 160/2022 (opening of a withdrawal period for investors potentially bound), with the exception only of offer modifications that are beneficial to investors or that are implemented due to waiver of a condition established by the offeror for the realization of the offer, in accordance with § 8 of art. 67 together with § 2 of art. 69, both of CVM Resolution No. 160/2022.

Regarding the aforementioned exceptions, it is worth noting that the SRE may determine the adoption of the procedure provided for in § 1 of art. 67 of CVM Resolution No. 160/2022, if it understands that the implemented offer modification is not beneficial to investors.

Regarding changes in the schedule of an offer, we understand that they should be treated as offer modification only those that alter important dates for investors, such as the reservation period, the period for collecting investment intentions, the date of the allocation procedure, the period for exercising the right of preference, the period for negotiating the right of preference, the subscription period, the settlement date, among others that may affect the investment decision. In this line, in offers destined exclusively to professional investors, when investment intentions are usually irrevocable, our understanding is that schedule changes should not be considered offer modification.

Still regarding alteration in the offer schedule, despite an offer modification that originates exclusively from changes in its schedule not requiring prior approval from the SRE, it is our understanding that changes in the offer schedule that fall under the category of offer modification, as we explained in the paragraph above, should not be considered beneficial to investors, and in all cases must be accompanied by the procedure provided for in § 1 of art. 69 of CVM Resolution No. 160/2022.

Regarding the provision contained in §§ 8 and 9 of art. 67 of CVM Resolution No. 160/2022, which authorizes the offeror to implement, without any prior authorization from the SRE, modifications of the offer that are beneficial to investors or that result from waiver of conditions established by the offeror for the realization of the offer, communication to the SRE regarding such modifications must occur through the SRE System, whether within the scope of offers carried out under the ordinary registration procedure, before or after the granting of registration, or within the scope of offers carried out under the automatic registration procedure, in all cases.

It is relevant to address the understanding of this technical area regarding the possibility of extending the distribution period of an offer, within the scope of an offer modification. § 7 of art. 67 of CVM Resolution No. 160/2022 provides that “Having the modification been approved, the SRE may, only once, on its own initiative or at the request of the offeror, extend the distribution period of the offer for up to 90 (ninety) days”.

Moreover, § 8 of the same article provides that offer modifications that are beneficial to investors or that are implemented due to waiver of a condition established by the offeror for the realization of the offer, which do not depend on prior approval from the SRE, may also count, in accordance with item II of § 9 of the same article, with the offeror's request to extend the distribution period for up to 90 a) days, in accordance with § 7 supra.

We understand that the possibilities of deadline extension mentioned above only apply to offers carried out under the ordinary registration procedure and whose registration has already been granted, since offers whose registration request is still under analysis will have their modifications appreciated within the scope of this analysis. In this regard, it is worth citing that offers carried out under the automatic registration procedure follow a swift procedure that does not coexist with the appreciation of requests of this nature by the SRE. This procedure was conceived with the aim of allowing the technical area to direct its resources to the analysis of registration requests and other requests related to offers in which the CVM deemed it appropriate to have greater scrutiny by the Autarchy. In the case of offers eligible for the automatic registration procedure, any interest of the offeror in continuing the offer after its closing could be addressed via launching a new offering of the same securities, as soon as the ongoing offer is closed.

Returning to cases where the extension of the distribution deadline is possible, any request to be made by the offeror must be directed to the SRE through the SRE System, together with the request for modification of the offer.

Below, we provide specific guidelines for cases of offer modification according to the registration procedure and phase of the offer.

a. Modification in offers carried out under the ordinary registration procedure

Modification after the granting of registration

Offer modifications occurring after the granting of registration, in the case of offers conducted under the ordinary registration procedure, must be previously approved by the SRE, unless they contemplate only changes in the schedule, improvement of the offer in favor of investors, or waiver of the offer condition established by the offeror, as provided in §§ 1 and 8 of art. 67 of CVM Resolution No. 160/2022.

In cases where prior approval of the modification by the SRE is necessary, the request for offer modification must be sent to the CVM through the SRE System, accompanied by drafts of the altered documents, with their respective marked versions, as well as a draft of the Market Notice to be disclosed when the modification is implemented, which must highlight the implemented alterations. In this case, the offer acceptance document must also be sent, in which the compliance with what is provided in art. 69 of CVM Resolution 160 is identified, specifically when it determines that “entities participating in the distribution consortium must ensure that potential investors are aware, at the time of receiving the offer acceptance document, that the original offer has been altered and of its new conditions”.

It is important to emphasize that, in cases of prior approval, there should be no disclosure of new conditions prior to the approval of the modification by the CVM, under penalty of eventual characterization of a situation that determines the suspension of the offer (distribution proceeding under conditions different from those stated in the registration, according to item I of art. 70 of CVM Resolution No. 160/2022). Notwithstanding, for offers that are already in the market (that had Market Notice or Start Announcement disclosed), a Market Notice must be disclosed, via SRE System, when the request for offer modification is filed, informing investors that a request for offer modification has been filed with the CVM and, in general terms, what were the points subject to the request in question.

It is worth pointing out that if the analysis procedure of the offer modification request itself already compromises the execution of the offer schedule, altering important dates for the investor, such as the reservation period, the period for collecting investment intentions, the date of the allocation procedure, the period for exercising the right of preference, the period for negotiating the right of preference, the subscription period, the settlement date, among others, the procedure provided for in § 1 of art. 69 of CVM Resolution No. 160/2022 must be adopted when requesting the modification (with consequent disclosure of Market Notice to this effect, via SRE System, together with the request for offer modification), without prejudice to its adoption also when implementing the modification.

After the approval of the offer modification, the altered documents, exclusively in their definitive versions, as well as the aforementioned Market Notice, must be uploaded to the SRE System when they are disclosed, so that they are available to the market, as well as the other documents that were made available through this system during the registration phase of the

Ofício-Circular/ANUAL-2026-CVM/SRE

Annual Circular Letter 2026 CVM/SRE offer. Once again, it is necessary to send the offer acceptance document, as previously instructed.

Modification before registration grant
Since the registration application for the offer will be under analysis, the changes implemented in the documentation will be evaluated by the SRE within the scope of this analysis, without prejudice to the need to adopt the procedures set forth in the caput and § 1 of art. 69 of CVM Resolution No. 160/2022. It is worth remembering that the technical area may impose additional requirements regarding the modified documentation and that any resulting adjustments may constitute a new offer modification, requiring once again the adoption of the procedures set forth in the caput and § 1 of art. 69 of CVM Resolution No. 160/2022.

Depending on the changes implemented, the SRE may also consider that there has been a new fact, for the purposes of the analysis procedure, as provided for in Subsection IV of Section III of Chapter IV of CVM Resolution No. 160/2022, which will extend the SRE's analysis period. It should be noted that the occurrence of a new fact must be communicated by the SRE within the time limits set forth in §§ 4 and 7 of art. 38 of CVM Resolution No. 160/2022 and extends the analysis period by 20 business days from the protocol of the modified documentation.

Offer modifications made prior to registration must have their documents sent to the SRE through the SRE System, in their final and marked versions, according to areas specified in the "Document Submission" tab of the electronic registration request, as well as all documents that will be sent for the purpose of the offer registration request.

b. Modification in offers carried out under the automatic registration procedure Offer modifications carried out under the automatic registration procedure do not require prior SRE approval, in accordance with § 2 of art. 67 of CVM Resolution No. 160/2022.

In all cases, the altered documents, in their final and marked versions, according to areas specified in the "Document Submission" tab of the electronic registration request, and the Market Notice, which highlights the modifications made, must be disclosed through the SRE System.

2.7. Suspension of public distribution offers of securities
In accordance with art. 70 of CVM Resolution No. 160/2022, the CVM may suspend or cancel, at any time, the distribution offer that: (i) is being processed under conditions different from those stated in the said Instruction or registration; (ii) is being intermediated by a coordinator whose registration is suspended or cancelled, in accordance with CVM Resolution No. 161/2022, which provides for the rules, procedures and internal controls to be observed in the intermediation of offers; or (iii) has been found to be illegal, contrary to CVM regulations or fraudulent, even after obtaining the respective registration.

The suspension of public distribution offers is carried out by the Securities Registration Superintendence – SRE, when the elements cited are present.

Annual Circular Letter 2026 CVM/SRE
The suspension period of the offer may not exceed 30 days, during which time the pointed irregularity must be remedied. Upon expiration of the offer suspension period without the irregularities that determined the suspension having been remedied, the CVM must order the withdrawal of the offer and cancel the respective registration.

Once the irregularities that determined the suspension have been remedied, the request for revocation of the suspension must be sent to the SRE and will be analyzed within a period of up to 5 business days.

The voluntary rescission of the distribution contract does not imply revocation of the offer, but its suspension, until a new distribution contract is signed, within the 30-day period established in § 2 of art. 70 of CVM Resolution No. 160/2022. We highlight that it is possible to rescind the distribution contract with the lead coordinator; however, if a distribution contract is signed with a new lead coordinator, the offer modification procedure must be applied when the suspension is revoked.

It should also be noted that among the obligations provided for the lead coordinator of an offer is the duty to "suspend the offer in the event of any fact or irregularity, even after obtaining registration, that justifies the suspension or cancellation of registration, within the maximum period cited in § 2 of art. 70, applying also the procedure set forth in art. 71", in accordance with item XII of art. 83 of CVM Resolution 160.

This obligation of the lead coordinator applies to any offer, whether ordinary or automatic procedure, requiring constant attention in the scope of offers to identify any irregularity that should be treated immediately, regardless of the CVM's action.

2.8. Guidelines for preparing the prospectus and other offer documents
2.8.1. Rules on the preparation and disclosure of information
CVM Resolution No. 160/2022 provides, as a general rule, that all offers intended for investors who are not professionals, including offers following the automatic procedure, with or without prior analysis by a self-regulatory entity, must present a Summary and Prospectus. The exceptions are those set forth in items II and III of art. 9 of CVM Resolution No. 160/2022.

In general terms, the drafting of an offer disclosure document must be economical in its use of words, presenting language that the public can understand. Investors need to read and understand offer disclosure documents to fully benefit from the information provided by our Resolutions.

This does not mean excluding complex information to make the document easier to understand. For investors to make informed decisions, disclosure documents must convey complex information in a didactic manner, ensuring the orderly and clear presentation of complex information so that investors can understand them.

The Summary, whose main characteristics are described in art. 23 of CVM Resolution No. 160/2022, aims to synthesize the content of the Prospectus and present, in a standardized manner, according to the models and requirements of topics addressed in Annexes F to J of the same Resolution, the essential characteristics of the offer, the nature and risks associated with the issuer, the guarantees, and the securities.

Annual Circular Letter 2026 CVM/SRE
Furthermore, the Summary must be written in a clear, concise, and effective manner so that the investor can understand the offer, allowing reading on mobile electronic devices, programs, and general applications in a way that enables comparison with investment alternatives to the offer.

Both the Summary and the Prospectus are not advertising materials. Both are documents containing information and data about the offer, directed at investors. They must contain necessary and sufficient information to allow investors to make a reasoned investment decision.

All information disclosed by the issuer must be written in simple, clear, objective, and concise language. The information provided by the issuer must be useful for the evaluation of the securities offered by them.

The issuer must disclose true, complete, consistent information that does not mislead the investor. Just as insufficient information harms the investor, excess can confuse or even discourage reading.

Factual information must be differentiated from interpretations, opinions, projections, and estimates and must always be accompanied by an indication of their sources.

In accordance with art. 18 of CVM Resolution No. 160/2022, the Prospectus must be presented in the order set forth, according to the type of security, in Annexes A to F of CVM Resolution No. 160/2022, maintaining the nomenclature of the sections and subsections, which cannot be suppressed, altered, or renamed. In the case of inapplicable sections, the justification for inapplicability must be included.

We advise issuers not to include information in the Prospectus that is not important to ensure that the document is a true, accurate, and complete portrait of their economic-financial situation and the risks inherent in their activities and the offered securities, such as repetitions of legal texts, explanatory notes, and parts of other documents.

The information contained in bylaws, fund regulations, debenture indentures, and securitization agreements, documents that must be attached to the Prospectus, which need to be presented also in the body of the prospectus, must be summarized and allocated by reference, avoiding pure text repetitions.

2.8.2. Availability and submission of the prospectus and notices to the CVM
The public offer Prospectus must be sent to the CVM together with the offer registration request. This submission must be made in the form of an electronic document, whether in the automatic or ordinary registration procedure.

The Prospectus in draft form will not be made available on the CVM website and should not be available on the issuer/issuer and intermediaries' websites.

The Preliminary Prospectus must be made available by the issuer/issuer and intermediaries together with the disclosure of the Market Notice, as provided in art. 57 of CVM Resolution No. 160/2022. The Preliminary Prospectus must be available to investors at least 5 business days before the initial deadline for receiving reservations.

Annual Circular Letter 2026 CVM/SRE
The Preliminary Prospectus must not have gaps when the Market Notice is published.

The Definitive Prospectus must be made available by the issuer/issuer and intermediaries together with the disclosure of the Start Announcement. The Definitive Prospectus must be available to investors at least 5 business days before the initial deadline for accepting the offer, if no Preliminary Prospectus was used. See section "2.1.1 Public offer temporal milestones".

The Prospectuses must be made available on the websites of the CVM (via SRE System), the issuer, the issuer, the markets where the securities are traded, and all intermediary institutions participating in the operation, in compliance with the provisions of art. 13 of CVM Resolution No. 160/2022.

The Market Notice and the Start Announcement must be made available in the same locations as the Prospectuses, as mentioned in the previous paragraph, together with the disclosure, respectively, of the Preliminary Prospectus and the Definitive Prospectus. The Closing Announcement must also be made available in the same locations upon the closing of the offer.

On the initial pages of each of these websites, an exclusive icon for accessing the Prospectuses must be made available, or at least the complete access path to the Prospectuses must be informed.

We alert to the provisions of item IV of art. 96 of CVM Resolution No. 160/2022, which considers a serious offense, for the purposes of § 3 of art. 11 of Law No. 6.386/1976, the non-observance of the provisions of art. 13 of the same Resolution, which determines that the offer documentation must be available to investors on the computer network page of the offer participants. We observe recurrently that the links provided in the Preliminary and Definitive Prospectuses do not always effectively direct the investor to the desired documentation.

We observe that the delivery, for SRE analysis, of a Prospectus containing gaps or in draft form, in cases of offers following the ordinary registration procedure, may result in the application of the provisions of § 1 of art. 37 of CVM Resolution No. 160/2022, or complementary requirements regarding issues not raised in a requirements letter, as well as extension of the analysis period for responding to requirements.

Furthermore, when completing any gaps, if relevant information is included, especially regarding the structure of the offer, it should be verified whether such inclusion has repercussions on other sections of the Prospectus that, if applicable, should be adjusted accordingly.

2.8.3. Preliminary Prospectus and Definitive Prospectus
The Preliminary Prospectus, when required, must be used in public distribution offers where there is a need to give publicity to the offer before registration, including or not the realization of bookbuilding and/or the receipt of reservation prior to the grant of the offer registration, i.e., in offers that need to use the "offer to market" phase before obtaining registration.

The Definitive Prospectus, when required, will be used in all public distribution offers, after registration has been granted by the CVM, containing the number and date of the registration.

In principle, the content of the Definitive Prospectus differs from the Preliminary Prospectus only by filling the gaps with the final data of the offer (price, quantity, information on additional and supplementary lots among others) and the offer registration number at the CVM. If there is

Annual Circular Letter 2026 CVM/SRE relevant divergence between the information contained in the Preliminary Prospectus and the Definitive Prospectus, it will be necessary to allow the withdrawal of the reservation request, without burden for the subscriber or acquirer, in accordance with § 5 of art. 65 of CVM Resolution No. 160/2022.

2.8.4. Identification of persons responsible for the content of the Prospectus
The Prospectus must clearly identify the persons responsible for its preparation and for the truthfulness, consistency, quality, and sufficiency of the information provided therein.

The responsible persons of the legal entities that sign the declaration of art. 24 of CVM Resolution No. 160/2022 must be statutory directors.

2.8.5. Inapplicable information
If information requested in Annexes A to J of CVM Resolution No. 160/2022 is not applicable to the issuer due to its characteristics, the inapplicability must be justified in the specific section of the Prospectus or Summary, considering that the sections and subsections indicated in Annexes A to J cannot be suppressed.

2.8.6. Guidelines for filling out the Prospectus
CVM Resolution No. 160/2022, in Annexes "A" to "E", presents by type of security, the characteristics that must be presented in the Prospectus, and in Annexes "F" to "J" the summarized characteristics that must be included in the Summaries, also by type of security.

2.8.6.1. Cover
It is recommended that the cover of the Prospectus contain only the information requested in the "Cover of the Prospectus" sections contained in Annexes "A" to "E" of CVM Resolution No. 160/2022, those mentioned here, and those expressly requested in specific requirements letters for each offer.

The cover must not contain any image except the logo of the issuer, the intermediary institutions of the Offer, as well as the eventual debtor or co-obligor solely responsible for the collateral in securitization operations.

The Prospectus must have, on the cover, the date of its preparation, and the number and date of the offer registration at the CVM must be included in the cover of the Definitive Prospectus.

If applicable, information regarding the possibility of issuing supplementary and additional lots must be inserted, defining its origin, whether from the primary or secondary offer, specifying each portion.

The texts of the Alerts expressly determined in Annexes "A" to "E" of CVM Resolution No. 160/2022, according to the type of security offered, must be expressed in full and with graphic emphasis (in bold, uppercase, and with a font two points above the rest of the text), and it is not permitted to add comments to them.

When there is a risk classification note for the offered security, this must be informed on the cover. If the risk classification is preliminary, this must be specified.

Annual Circular Letter 2026 CVM/SRE
In offers where there is a provision for a bookbuilding procedure for price fixing, the emission value may not be evident on the cover of the Preliminary Prospectus, presenting instead a price range, clarifying that the price range is only indicative and may be altered up or down upon conclusion of the bookbuilding. In cases where there is a provision to carry out a bookbuilding procedure to define the remuneration rate of the offered security, the emission value must be evident on the cover, but maximum rates, if any, to be observed in the bookbuilding procedure must also be inserted.

A reference to the page of the Prospectus containing the nominal identification of each of the Selling Shareholders must also be introduced, with the individual description of the quantity of shares to be offered by each and the net resources obtained from the said alienation.

In the case of securities that contain tax benefits, observe the provisions of section "2.11.1 Incentivized debentures, infrastructure securities, and securities with tax benefits".

2.8.6.2. Index
It is recommended that a complete index be prepared, also informing the pages of the subsections, in such a way that all content can be easily found, with corresponding hyperlinks to direct to the page to be accessed.

One must pay attention that all pages of the Prospectus must be numbered sequentially, including those of the annexes, continuously with the other sections, and all cross-references in the Prospectus must mention the page where the referred information is located.

It is also important to reconcile the numbering presented in the index with the content of the respective pages, when necessary.

The Prospectus must be organized according to the order set forth in Annexes "A" to "E" of CVM Resolution No. 160/2022, according to the security offered.

2.8.6.3. Main characteristics of the offer
This section must contain a brief description of the offer and the issuer, as well as the other information required in the respective Annex to CVM Resolution No. 160/2022 depending on the type of security offered and be limited to 15 pages.

Relevant aspects of the distribution plan must also be addressed, including but not limited to: (i) the allocation criteria to be observed, (ii) if in the price fixing process, through the collection of investment intentions (bookbuilding procedure), bids from persons affiliated with the distribution will be accepted and the detail of how such participation may occur, as well as a warning to investors about the risk of improper price formation or liquidity of the securities in the secondary market, (iii) the forms of written communication accepted for the investor to withdraw from the Offer, if applicable, must be indicated, (iv) information on the deadline for withdrawing the reservation or returning the values delivered by accepting investors, in case of modification or revocation of the offer, including possible incidence of taxes and monetary correction on such values.

Annual Circular Letter 2026 CVM/SRE
2.8.6.4. Allocation of Resources
In the Preliminary Prospectus, when disclosing the Market Notice, clearly and objectively expose the estimated percentage for each item of resource allocation, as well as the impact on the Company's equity situation and results.

Mention in the Prospectus, based on the provisions of the caput of art. 73 of CVM Resolution No. 160/2022, information regarding the treatment to be given in case of partial primary distribution of securities, specifying, if applicable, the minimum quantity of securities or the minimum amount of resources for which the public offer will be maintained and about the eventual alternative source of resources provided to achieve its objective. And in the event that there are several objectives and only part of the resources is obtained, which objectives will be prioritized.

In the case of securities that contain tax benefits, observe the provisions of section "2.11.1 Incentivized debentures, infrastructure securities, and securities with tax benefits".

In the scope of Investment Fund offers, if there are no specific assets to be acquired by the Fund yet, but there is an indicative pipeline disclosed in other offer documents, such as the Feasibility Study, the indicated pipeline must be included in the Allocation of Resources section of the offer, even if by reference.

2.8.6.5. Risk Factors
It is necessary that risk factors are presented in a clear and objective manner, and cannot be mitigated, i.e., they must be described without attenuation. In this sense, there are expressions to be avoided, such as: "however", "despite", "on the other hand", "however", "although", "inversely", "even considering the point addressed previously", among others.

In offers with the participation of affiliated persons (as defined in art. 56 of CVM Resolution No. 160/2022) in the bookbuilding process, it is essential that the risk of improper price formation and/or loss of liquidity of the securities in the secondary market is described.

A risk factor addressing the fact that a significant portion of administrators' remuneration is linked to the quotation of the issuer's securities must be included.

This section should also introduce a risk factor identifying all possible conflicts of interest involving the intermediary institutions, the issuer, and/or the selling shareholders, including, if applicable, those related to the linkage of intermediary institutions' remuneration to the share price.

2.8.6.6. Schedule
Observe that the Offer Stages Schedule must present dates; simple indication of deadlines is not admitted. It must also present the deadlines, conditions, and manner for the subsequent alienation of securities acquired by coordinators as a result of providing guarantees, and the deadlines for, if applicable, return and reimbursement to investors.

The schedule of offer stages must be kept updated, whenever possible, throughout the CVM analysis period, in cases of ordinary registration procedure or from the "offer to market" phase, in cases of automatic registration procedure.

Annual Circular Letter 2026 CVM/SRE

Annual Circular 2026 CVM/SRE

The information that all scheduled dates are merely indicative and subject to change must be included, alerting that, after the Registration is granted, any modification to the Distribution Schedule in offerings that follow the ordinary registration procedure must be communicated to the CVM and may be considered as an Offering Modification, following the provisions of Articles 67 and 69 of CVM Resolution No. 160/2022. See section “2.6 Dynamics related to offering modifications”.

Include information regarding the procedures to be adopted in the event of suspension, cancellation, or modification of the Offering, in accordance with Articles 67 to 72 of CVM Resolution No. 160/2022.

In the case of offerings of shares, subscription bonuses, convertible or exchangeable debentures, and depositary receipts for these securities, a table must be presented listing all shareholders who hold, directly or indirectly, a participation in the Issuer Company greater than 5% before and/or after the Offering, showing their respective participations in quantitative and percentage terms. The same table must highlight shareholders who are part of the controlling block. We suggest including information regarding the exercise of control power after the Offering, mentioning the possibility of the Company being subjected to diffuse control or clarifying whether, after the Offering, the Company will continue under the current control group.

We advise highlighting existing corporate governance mechanisms to promote alignment between Administrators and Shareholders, including a summary of the rules for the election, replacement, and removal of Shareholder representatives on the Board of Directors and the Fiscal Council.

Furthermore, in this section, particularly in the subsection dealing with economic dilution, it must be clarified whether there has been or is a provision for the occurrence of a stock split or stock consolidation of the Company’s shares and when this will take place. If the consolidation occurs before the Offering, this fact must be duly considered in the dilution calculations and in the other applicable sections of the Prospectus. The dilution resulting from the exercise of options granted by the company in option plans must also be reported.

When it concerns a Secondary Offering, even if there is no provision for the issuance of new Shares, the dilution suffered by the Offering investors must be shown, comparing the Price per Share with the book net asset value per share contained in the latest audited Financial Statements.

The dilution of new investors will be represented by the difference between the two previous values.

Moreover, the percentage dilution of these new investors must be presented, by dividing the found dilution value by the Price per Share. It is true that there will be no variation in the book net asset value per share due to the realization of the Offering, as this is a Secondary Offering, but this does not mean that new investors will not be diluted, as they may pay a Price per Share in the Offering different from the book net asset value per Share.

It must be clarified whether there will be, or not, any incentive for the purchase of shares by the Company’s employees and/or subsidiaries, as well as by the holders of their commercial representations (Priority Allocation).

2.8.6.8. Relationships and Conflicts of Interest

Detail all relevant relationships between the coordinators and the offerors, and their respective economic conglomerates, informing:
a) existing corporate ties; b) financings, existing or that have been settled in the 12 months prior, and that have influenced the hiring of the coordinators to act in the offering, indicating their object, purpose, dates of celebration and maturity, terms, remunerations, and parameters adopted; c) a brief indication of ongoing commercial transactions in the 12 months prior and the aggregate amount involved in these transactions.

The use of generic declarations such as “usual relationships according to market practices” or “usual practices of the financial market” is prohibited.

Regarding the eventual corporate ties existing, in principle, it can be understood that a percentage above 5% must be reported, notwithstanding the examination of each case according to the evaluation of the Lead Coordinator together with the Offeror, which may reveal that this percentage is not significant or that a participation in a lower percentage should be reported. Furthermore, the eventual link between Coordinator and Offeror must consider participation in or held by: issuer, offeror, assignor of the credit or issuer of the security that backs the securitization title object of the offering, vehicles under the discretionary management of administrators or fund managers belonging to the same economic group as the coordinators.

With respect to item c) “ongoing commercial transactions”, indicate exclusively the modalities and the total aggregate amount of commercial transactions that have not been indicated in item b), with no detailed information required regarding interest rates, remuneration conditions, and other specific and particular characteristics of each commercial transaction.

Also regarding item c), ancillary financial transactions (such as, execution of payments to employees and suppliers, management of payment method solutions, management of employee benefits, deposit checking accounts, and custody and safekeeping services for goods and values) should not, in principle, be considered material and subject to disclosure in the prospectus, in order not to “pollute” the section, with each coordinator being responsible for evaluating which information within their scope constitutes part of them to be inserted in the relationship section based on materiality criteria.

Additionally, all possible conflicts of interest involving the coordinators and the offerors related to the linking of the coordinators’ remuneration to the offering price must be identified and detailed, and, if such a situation exists: (i) the criteria for calculating the eventual remuneration must be detailed, as well as be included in the distribution cost table; and (ii) a cross-reference must be made to the risk factor that addresses the coordinator’s excessive dependence on the offering price.

We especially alert that information provided regarding Incentive or Success Commissions, which are quite common in offerings for the distribution of shares and debentures, should be improved in light of the guidelines now provided.

Acquisitions and sales, by the intermediaries and their respective economic conglomerates, of securities issued by the primary offeror, occurring within the minimum period of twelve months preceding the filing of the registration request for the offering, must be informed, with indication of the object, price, and other conditions of each transaction.

It is advisable to report the participations of the coordinators and their respective economic conglomerates in public offerings of securities of the primary offeror and in financing and corporate restructuring operations of the primary offeror’s economic group, occurring within the minimum period of twelve months preceding the filing of the registration request for the offering, informing the remuneration received or to be received and the other characteristics of each operation.

2.8.6.9. Securities Distribution Contract

In offerings of shares, highlight any guarantee clauses in the international distribution contract, especially regarding adverse events that may cause indemnification by the Company and that do not correspond to those in the Brazilian offering contract.

The location where the copy of the distribution contract will be available for consultation and reproduction must be specified.

In the Preliminary Prospectus, upon publication of the Market Notice, the demonstrative values of distribution costs must be filled in. Considering, for example, for the said calculation, the upper limit of the estimated price range for the Offering as being the price per share. The criterion used must be explicit. Additionally, the unit cost of distribution must be specified.

It is necessary to discriminate, separately, the costs of auditing, risk classification, legal advisory, and commissions, with these not being allowed to be presented in the “other costs” line.

For other costs, a criterion analogous to that set forth in § 2 of Article 176 of Law No. 6,404/1976 must be adopted, which stipulates that: ‘In the statements, similar accounts may be grouped; small balances may be aggregated, provided that their nature is indicated and they do not exceed 0.1 (one tenth) of the value of the respective group of accounts; but the use of generic designations, such as “various accounts” or “current accounts” is prohibited’.

All forms of remuneration of intermediaries, due by the issuer and/or selling shareholders, must be described, as well as any and all other remuneration, beyond those provided in the distribution contract, even if indirect, such as those resulting from loans and guarantees linked to the public offering, including: (i) commissions; (ii) reimbursement of expenses related to the offering, with the exception of those resulting from printing or registration; (iii) fees received or to be received due to the provision of consulting services related to the offering; (iv) shares issued by the company or securities referenced or convertible into these shares, which have been or will have to be delivered in consideration for the granting of a loan to the company or to members of the company’s economic group, or as a form of remuneration for any other service provided to the company or to members of the company’s economic group.

Inform, in the case of primary and secondary (mixed) offerings, the distribution costs (commissions, registration fees, legal advisors, etc.) that will be borne by the secondary offerors and by the primary issuer, explicitly stating the bases used for the allocation of all costs. The distribution cost table must be subdivided so that the costs paid by the secondary offerors and by the primary issuer are clear.

Inform whether a liquidity guarantee contract and/or Market Maker Contract has been or will be signed, explicitly stating its main characteristics and indicating the location where a copy of the contract can be obtained.

2.8.6.10. Statistical Information on Credit Rights – Corporate CRs

For the purpose of complying with item 10.6 of Annex E of CVM Resolution No. 160/2022 in operations of “corporate” Receivable Certificates, the statistical information on defaults, losses, or prepayments of credits of the same nature as the credit rights that will compose the offeror’s assets must be calculated based on information existing regarding any and all debt titles issued by the debtor company of the collateral with a term profile similar to that of the said credit rights, comprising a period of 3 years immediately preceding the date of the offering.

If the operation includes scenarios of early redemption and prepayment due to market conditions, it is important to include in the Prospectus statistical information on prepayments of securitization operations with corporate collateral from the last 3 years that were carried out due to market conditions, even if such information is presented in relation to operations carried out by the offering’s securitization company.

Based on item 12.4 of Annex E of CVM Resolution No. 160/2022, in operations of “corporate” Receivable Certificates, a specific section must be inserted in the Prospectus where the economic-financial indicators of the collateral debtor, as well as of any co-obligors, are exposed, prepared based on the Financial Statements attached in the manner provided by item 12.3 of Annex E of CVM Resolution No. 160/2022, accompanied by these same indicators updated solely and exclusively due to the fundraising that will take place through the offering, in order to allow the visualization of the impact on the indicators of the debtor and the co-obligor (with the eventual default of the debtor) with the said fundraising.

In this sense, indicators of the following types must be included in the Prospectus: (i) liquidity indices (for example: net working capital, current liquidity index, and quick liquidity index); (ii) activity indices (for example: inventory turnover, average collection period, average payment period, turnover of fixed assets, and turnover of total assets); (iii) indebtedness indices (for example: general indebtedness index, interest coverage index, fixed payment coverage index); and (iv) profitability indices (for example: gross margin, operating margin, net margin, return on total assets, return on equity, earnings per share, price/earnings index).

It is worth mentioning that, according to the understanding manifested by the CVM Collegiate in a meeting dated 03/18/2025, when both debtor and co-obligor are responsible for more than 20% of the operation’s collateral, there are situations where the provision of information only regarding one of them is accepted, a situation that applies to item 12.4 in question. More information about this decision will be exposed in the section below.

2.8.6.11. Information on Debtors or Co-obligors

Considering the understanding manifested by the CVM Collegiate in a meeting dated 03/18/2025, when both debtor and co-obligor are responsible for more than 20% of the operation’s collateral, there are situations where the provision of information only regarding one of them is accepted, in the following terms:

“By unanimous vote, the Collegiate followed the understanding exposed in Internal Letter No. 1/2025/CVM/SSE/SSE-Assessoria, according to the conclusions and guidelines on the theme highlighted in items 60 and 63 of said Internal Letter, in summary, to the effect that:

(i) Articles 43-A and 51 of CVM Resolution No. 60/2021, in addition to the provisions of item 12.3 of Annex E to CVM Resolution No. 160/2022 (“RCVM 160”), grant the securitization company the alternative between presenting the financial statements (“FS”) of the debtor or the co-obligor that represent more than 20% of the total issuance;

(ii) if debtor and co-obligor have exposure exceeding 20% and have prepared audited financial statements, both must present them;

(iii) any financial information of debtors or co-obligors that has been presented to potential investors in the structuring of the operation, or at any other time, must be disclosed;

(iv) there is no obstacle for natural persons to appear as debtors or co-obligors with exposure exceeding 20% of the issuance, provided that the other party, whether the debtor or co-obligor, presents audited financial statements, in accordance with the interpretation of item (i) above;

(v) there is no obligation to prepare or present audited FS of the debtor, or co-obligor, that comes to represent more than 20% during the issuance, due to proven passive disqualification;

(vi) it is up to the securitization company to present to potential investors the documents and information necessary to adequately demonstrate the credit risk of the operation;

(vii) additional risk factors must be disclosed in the offering prospectus that alert to the possible absence of financial information of debtors or co-obligors that represent more than 20% of the issuance, including risks specific to natural persons, alerting to the possible lack of elements that allow the investor to measure the risk of a relevant debtor that does not present such information or the robustness of a relevant co-obligation, if financial information of the co-obligor is not presented; and

(viii) the same interpretation must be applied to FIDCs, given the use of a regulatory technique identical to that set forth in Article 45 of Normative Annex II to CVM Resolution No. 175/2022 and in item 11.3 of Annex D to RCVM 160.”

2.9. Preparation of Advertising Material and Advertising in General

Given what has been identified during its Supervision activity, the SRE considers it relevant to make some specific reservations regarding the use of advertising material or dissemination and support material in cases of offerings submitted to the automatic registration procedure.

In this sense, in such offerings, special attention is requested to the language employed as well as to the correct approach of risks related to the investment. It is worth noting that in the case of automatic registration, in essence, a particularly careful, diligent, and cautious performance is assumed by those involved in the offering. This is because there is no process of interaction with the CVM, characteristic of the registration analysis stage, interactions through which preventive adequacy to what the norm provides is sought, including regarding informational content to be provided to investors, the central pillar of the function of public offering registration.

The use of advertising material in offerings of securities not subject to CVM Resolution No. 160/2022, according to the list set forth in items I to VII of Article 8 of this Resolution, is prohibited, unless permitted in specific legislation.

2.9.1. Recommendations for the Preparation of Written Advertising Material

This recommendation is intended for written advertising materials, whether printed, sent by email, available on websites, or made available in any other form.

All advertising material, on all its pages, must contain the following warning: “READ THE PROSPECTUS BEFORE ACCEPTING THE OFFERING, ESPECIALLY THE RISK FACTORS SECTION”, in order to fully comply with the provisions of item I of § 4 of Article 12 of CVM Resolution No. 160/2022. The said text should be located preferably at the bottom of the page of the advertising material, and such information must be presented in a legible and prominent manner.

All advertising material must contain, on all its pages, the banner “ADVERTISING MATERIAL”, in attention to the provisions of item II of § 4 of Article 12 of CVM Resolution No. 160/2022. The said banner must always be located at the top and above any other content of the advertising material, in a prominent manner, preferably on a white background and black letters, in a size equivalent to at least 50% of the size of the largest font used on the page.

All advertising material must inform the locations where the prospectus, the reference form, and equivalent documents are available. Among these locations are the internet sites of the CVM, the issuer, the offeror, the leading intermediary institutions of the offering, and, if applicable, the trading environments or platforms for the securities to be distributed.

The complete electronic address must also be informed, that is, the one that gives direct access to the Prospectus and the reference form, or detailed, step by step, the way to perform such access.

As provided in item II of § 2 of Article 12 of CVM Resolution No. 160/2022, the advertising material must be prepared in a serene and moderate language. In this sense, the advertising material must present, for example, the risk factors of the Offering in font size equivalent to that used in the favorable information of the Offering contained therein. The same applies to the size of the texts in both documents, for example: if the favorable information of the Offering occupies seven pages in the advertising material and the risk factors section occupies seven pages in the prospectus, this section can be fully transcribed in the advertising material. However, if the advertising material has only two pages, it may be sufficient to include the titles of the risk factors, if self-explanatory, or a summary of the risk factors. The aim is thus to achieve a balance in the quantity of “favorable” and “unfavorable” information in the advertising material.

Whenever the advertising material adopts the form of questions and answers, it must maintain a balance between answers favorable and unfavorable to the offering. Thus, the advertising material must contain questions regarding the risk of the operation, such as “can I lose all the money invested?”, “how do I find out all the risks of this investment?” etc.

2.9.2. For Audio and Video Materials

The “radio spot” must be produced with a measured intonation, in order to allow the full hearing of the mandatory warning about the need to read the Prospectus and the reference form, especially the risk factors section. In the submission of communication regarding the use of advertising material to the SRE, the material must be presented in text and also in audio.

The same also applies to the advertising film for TV. It is highlighted that the audio of the film also deserves a measured intonation, in order to allow the full hearing of the mandatory warning about the need to read the Prospectus and the reference form or the fund regulations, especially the risk factors section. Preferably, this warning should also be displayed in writing in the film, in size, color, and time sufficient for its easy reading by spectators/potential investors.

2.9.3. Other Important Information

Whenever there is reference to the target yield of the Fund, the advertising material must then contemplate, in a prominent manner, that the target yield does not represent and nor should it be considered, under any hypothesis, as a promise, guarantee, or suggestion of yield, in view of the provisions of item IV, of Article 101 of CVM Resolution No. 175/2022. Thus, the advertising material, even if it does not refer directly to the target yield, must comply with the provisions of this recommendation.

The advertising material must be consistent with the content of the Prospectus and the issuer’s periodic information, considering the provisions of item I of § 2 of Article 12 of CVM Resolution No. 160/2022.

The advertising material must be forwarded to the CVM within 1 business day after its use, in accordance with § 6 of Article 12 of CVM Resolution No. 160/2022, with its pieces individually identified (with name), in final layout, as well as informing in which media it was or will be broadcast (printed, website, newspaper, radio, TV, etc.).

A letter, email, or any other means that will serve to forward it to investors is also considered advertising material.

When forwarding the advertising material provided for in § 6 of Article 12 of CVM Resolution No. 160/2022, the petition that forwards it must indicate the pages of the Prospectus and the Reference Form where the content presented in the advertising material is found.

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The inclusion of information regarding the offering in internal newspapers or directed to employees of any institution related, directly or indirectly, to the offering is also considered advertising material, therefore subject to compliance with Article 12 of CVM Resolution No. 160/2022 and observance of this Circular Letter. It is not considered advertising material that which is intended to inform employees themselves about the differentiated way to adhere to the offering or material used for sales team training, provided it is not distributed.

The use of advertising material on social media that allows comments that cannot be controlled by the offerors is not permitted, as this could potentially mislead investors.

2.9.4. Conducting Virtual “Roadshow” and “Lives”

Regarding the conduct of virtual “Roadshow” or “Lives” concerning the Offering, although there are, to date, no specific guidelines or prohibitions on this matter, we remind you that for the conduct of such “events,” the general rules of CVM Resolution No. 160/2022 must be fulfilled, especially regarding the obligation to disclose information “in a comprehensive, equitable, and simultaneous manner to the entire market.” In this sense, it is fundamental that the content and information made available in such “events” be previously disclosed to the market, and care must be taken to apply the precautions regarding the use of advertising materials provided for in CVM Resolution No. 160/2022 and this Circular Letter, highlighting the use of calm and moderate language, presentation of only information contained in the Offering documentation, reference to the risks of the operation, recommendation to read the Prospectus before accepting the Offering, especially the Risk Factors section, as well as indication of how to obtain a copy of such document.

Notwithstanding, regarding the possibility of making available the recording of the virtual “Roadshow” or “Live” on websites and sending it to potential investors, we understand that, for this purpose, the recording must, if necessary, be edited, so as to become advertising material, undergoing the necessary adjustments to observe all requirements provided for in the regulation regarding the use of advertising materials in video format, especially: (i) being sent to the CVM by one day after the start of its use, in accordance with § 6 of Article 12 of CVM Resolution No. 160/2022; (ii) the Prospectus (Preliminary or Final) and the Market Notice or Start of Offering Notice, as applicable, being disclosed in all locations provided for by Article 13 of CVM Resolution No. 160/2022; (iii) all information contained in the recording being present in the Offering Prospectus; (iv) the use of calm and moderate language; (v) there being an express reference that it is Advertising Material throughout the entire recording; (vi) during the entire duration of the recording, displaying the highlighted phrase: “READ THE PROSPECTUS AND THE REFERENCE FORM/FUND REGULATIONS BEFORE ACCEPTING THE OFFERING, ESPECIALLY THE RISK FACTORS SECTION”; (vii) containing screen display for a reasonable period of time with information on how to obtain a copy of the Prospectus in all locations provided for by Article 13 of CVM Resolution No. 160/2022; (viii) there being balance between favorable information and the risks inherent to the Offering; (ix) giving prominence to the main Risk Factors of the Offering; (x) the audio should have a measured tone warning about the need to read the Prospectus and the Reference Form/Fund Regulations, especially the Risk Factors section; (xi) if there is reference to target profitability, that it prominently states that this does not and should not be considered, under any circumstances, as a promise, guarantee, or suggestion of profitability.

Furthermore, the availability of the recording may not occur on websites that allow comments that cannot be controlled by the offerors, as this could potentially mislead investors.

Finally, we emphasize that the offerors/intermediaries must keep a copy of the recording for eventual availability to the CVM with restricted access, for the purpose of supervising the aforementioned events.

2.9.5. Institutional Advertising

For the purposes of this Circular Letter, “institutional advertising material” is understood to be all and any advertisements, promotions, advertising campaigns, and other materials disclosing the brand of the issuer and not its products, broadcast during the offering, in print, electronic, digital, and/or functional media, both for external disclosure and for internal disclosure within the issuer, by any means, such as newspapers, magazines, internet, open and/or subscription TV, radio, banners, and billboards.

It is the responsibility of the issuer, together with the lead intermediary institution, to carefully analyze each advertisement, promotion, advertising campaign, and other materials of the issuer to be used during the conduct of the offering, to verify if these can be classified as institutional advertising material, and to evaluate the implementation of the additions described below.

The institutional advertising material must contain the following text at the end of its broadcast:
“[Name of the issuer or offeror] is conducting a public distribution offering [primary and/or secondary] of [type of securities object of the Offering] issued by it (or issued by [Name of the issuer]) in a process registered with the Securities and Exchange Commission. Read the Prospectus and the Reference Form before accepting the Offering, especially the Risk Factors sections.”

We also recommend that the text use font size equivalent to at least 50% of the size of the largest font used on the page and in bold. In the case of audiovisual institutional advertising material, the text must be displayed at the end of the advertisement, in size and duration sufficient to allow easy reading by the public. In the case of audio advertising material, the text must be narrated at the end of the advertisement in a measured manner, for easy comprehension by the public.

2.10. Investment Fund Shares

2.10.1. Allocation of resources from offerings of fund shares in situations of conflict of interest

It is observed in the structures of public distribution offerings of structured fund shares, notably REITs (FII) and Private Equity Funds (FIP), the use of a proxy instrument, offered for grant by the subscriber of the shares at the time of manifesting their investment, with the aim of facilitating deliberation in a shareholders' meeting regarding operations involving a conflict of interest between the fund and the administrator, manager, or specialized consultant.

Notably, such structuring has been employed when the allocation of resources from the public distribution offering involves the acquisition of assets held or issued by any persons considered affiliated in accordance with the respective annexes of CVM Resolution 175 (Normative Annex III, in the case of REITs, and Normative Annex IV, in the case of FIP), acquisitions that must be submitted to prior, specific approval within a meeting to be held among the shareholder base, including those who contributed the resources that will be allocated to operations involving conflicts of interest.

Regarding this, the Collegiate Body of this CVM, in a meeting held on 05/28/2019, presented a statement, transcribed below, opportune for the appreciation of an appeal against a decision by the SRE, regarding requirements in a public distribution offering of shares of REIT – HSI Malls Real Estate Investment Fund (Process SEI 19957.003280/2019-55), which must be observed in registration requests for distributions containing similar structures:

“[...] the Collegiate Body did not see artificiality regarding the granting of proxy at the time of subscription of shares, in light of the peculiarities and precautions proposed by the Appellants, in the sense that the proxy: (i) will not be mandatory (but optional); (ii) will be given under a suspensive condition (i.e., that the grantors become shareholders); (iii) will not be irrevocable and unrevocable; (iv) will ensure the possibility of voting orientation contrary to the proposal for acquisition of Target Assets (including segregated voting orientation by asset); and (v) will be given by an investor who had access, before granting the proxy, to all necessary informational elements for the exercise of the vote, as set forth in the prospectus, in the evaluation reports issued by independent third parties, the ‘Voting Exercise Manual’, and in the other Offering documents.

[...]

Furthermore, in improvement of the aforementioned precautions, the Collegiate Body considered it pertinent that it be ensured (i) that there is an express reference in the proxy to the conflict of interest to be characterized by the approval by the general shareholders' meeting to be convened and to the respective informational content that describes it in the prospectus; (ii) that it is explicit that the proxy may be revoked at any time until the holding of the meeting; and (iii) that the grantee cannot be the manager itself or a related party, recommending, furthermore, that the Offering documents seek to encourage, as much as possible, the participation of shareholders in the meeting.

Notwithstanding, in cases of real estate investment funds whose operations to be carried out in situations of conflict of interest involve the acquisition of financial assets, the specific and informed nature of the meeting that will deliberate on the investment in conflict of interest tends to be infeasible for each particular operation, given the operational dynamics of such negotiations, which differs greatly from the acquisition of non-financial real estate assets.

In this sense, the technical area responsible for monitoring structured funds (SSE) has already expressed the understanding that the establishment of eligibility criteria adequately delimited for the trading of financial assets in situations of conflict of interest and the submission of these to a single meeting, and not to each acquisition, does not confuse with prior approval of such operations, a prohibited scenario.

In such cases, if the proxy offered to investors within the scope of a public distribution offering of shares is used, it may contain eligibility criteria, as long as adequately delimited, to be observed in the acquisition of assets in situations of conflict of interest, subsidizing the future decision-making regarding the matter, in a shareholders' meeting convened for this purpose.

Still regarding the issue, we have verified another form of treatment of the subject by administrators, namely, the holding of a prior meeting to the offering in which deliberation occurs regarding the acquisition of conflicted financial assets, with the approval of eligibility criteria for such operations.

In this context, we point out that the permanent nature of the deliberation on the acquisition of financial assets in situations of conflict of interest based on eligibility criteria, unlike the deliberation approving the acquisition of a specific non-financial asset, ends up bringing, potentially, effects during the life of a structured investment fund. Note that, in the last instance, a public distribution offering could occur in which new subscribers were unaware of a relevant aspect of the fund's investment policy, namely, the possibility of acquiring assets in situations of conflict of interest, even if prohibited by Law (item VII of Article 12 of Law No. 8.668/1993) and which can only be waived with a qualified quorum in a shareholders' meeting (Article 31 of Normative Annex III of CVM Resolution 175).

It should be noted that such deliberation means, at minimum, relevant informational content for the Offering public, and may even not be capable of producing effects after the offering, according to the understanding of the SSE, in that, if there is a significant change in shareholders or net equity, there would be a need for ratification, after the offering, of an approval deliberated previously.

This need for ratification of the previous decision could be relaxed, according to the understanding of the SSE, in that for Funds that have already approved this type of operation with eligibility criteria duly delimited and that have, at the time of approval, “a significant number of shareholders and their shares traded in a stock exchange environment, a new meeting for ratification of the previous meeting that deliberated on the authorization to acquire conflicted assets” will not be necessary.

It is also important to highlight the understanding of the SSE that it is irregular the deliberation in a meeting that promotes the insertion into the regulations of the prerogative to acquire assets in situations of conflict of interest. In the same line, we understand that it is not possible for the deliberation to provide approval for the acquisition of assets in such situations for the entire duration of the fund.

Thus, we alert that offerors must include in the Prospectus the eventual existence of prior approval for the acquisition of financial assets in situations of conflict of interest, pointing out in what terms such approval was granted, notably indicating the eligibility criteria for acquisition and also the quorum with which such matter was approved.

Furthermore, if there is such prior approval, inform the possibility that, after the offering, ratification of such approval may be necessary. We understand that such information must be included in the “Offering Summary” section with cross-reference to the risk factor that addresses the subject in the “Offering Risk Factors” section.

Given the above, if the use of a conflict of interest proxy is used within the Offering, it must be stated in the Prospectus and the draft of the Proxy that such proxy: (i) will not be mandatory (but optional); (ii) will be given under a suspensive condition (i.e., that the grantors become shareholders); (iii) will not be irrevocable and unrevocable; (iv) will ensure the possibility of voting orientation contrary to the proposal for acquisition of Target Assets (must ensure for each type of conflict); (v) will be given by an investor who had access, before granting the proxy, to all necessary informational elements for the exercise of the vote, as set forth in the prospectus in the “Voting Exercise Manual” and in the other Offering documents; and (vi) cannot be given for the entire duration of the Fund, and, as applicable, must be ratified from time to time, given its permanent nature, possibly not being capable of producing effects in the future, in that, if there is a significant change in shareholders or net equity, there would be a need for ratification, after the offering, of an approval deliberated previously.

Furthermore, such documents must make express reference:
(i) to the conflict of interest to be characterized by the approval by the general shareholders' meeting to be convened and to the respective informational content that describes it; (ii) to the fact that the proxy may be revoked at any time until the holding of the meeting; and (iii) to the fact that the grantee cannot be the manager itself or a related party, and that the Offering documents should, furthermore, encourage, as much as possible, the participation of shareholders in the meeting.

2.10.2. Portfolio Administrator Acting as Distributor

As provided in the caput of Article 5 of CVM Resolution No. 160/2022, “The public distribution referred to in Article 4 must be coordinated by at least one entity registered to act as a coordinator of securities offerings, in accordance with specific regulation”, such entity must be registered in accordance with CVM Resolution No. 161/2022.

The sole paragraph of Article 1 of CVM Resolution No. 161/2022 lists hypotheses in which registration as a coordinator of public offerings would not be necessary, including, in accordance with item “b” of its item IV, “the authorization for distribution, as defined in specific regulations, granted to (...) portfolio administrators of securities, in the case of shares of investment funds of which it is administrator or manager.”

The exception contained in the aforementioned device has the effect, in our view, of reducing costs associated with a public distribution offering in cases where the administrator or manager of the fund itself would be able to conduct the offering without the presence of other intermediary institutions.

In this sense, in cases where the administrator or manager requires the presence of other intermediary institutions to achieve the fund's objectives in the offering to be conducted, we understand that the responsibilities provided for by the public offering regulation for a lead coordinator (Articles 77 to 83 of CVM Resolution No. 160/2022) gain relevant complexity and importance, so that the presence of “at least one entity registered to act as a coordinator of securities offerings, in accordance with specific regulation”, as provided in the caput of Article 5 of CVM Resolution No. 160/2022, would be inescapable, not applying to this situation the exception provided by item “b” of item IV of the sole paragraph of Article 1 of CVM Resolution No. 161/2022.

Thus, if the administrator or manager of a fund is not registered as a public offering coordinator in accordance with CVM Resolution No. 161/2022 and intends to contract other intermediary institutions to act in the fund's offering, they must contract at least one institution that is registered as a public offering coordinator in accordance with CVM Resolution No. 161/2022, and this institution must act in the capacity of lead coordinator of the offering, with the administrator or manager of the fund, as applicable, integrating the distribution pool.

2.10.3. Preferential Rights and Priority Offering in Closed-End Fund Offerings

If the offering includes preferential rights for current shareholders, the period for exercising the preferential right must occur after the registration of the Offering and disclosure of the Start of Offering Notice, as the exercise of preferential rights resembles subscription.

Furthermore, if there is the possibility of assignment of the preferential right, so that the rule of Article 56 of CVM Resolution No. 160/2022 does not apply to orders from affiliated persons arising from preferential rights acquired within the Offering, the subscription or reservation period of the Offering must begin after the end of the period for exercising the preferential right, so that affiliates do not trade preferential rights possessing possible insider information regarding the demand for the Offering.

Another aspect worth highlighting relates to the interpretation of item I of Article 49, which was issued in the context of a specific case. Indeed, in that case, an attempt was made to equate “commercial relationships” with the issuer, in this case an investment fund, with the commercial relationship existing between its manager/administrator and shareholders of other funds managed/administered by it.

It is true that CVM Resolution No. 160/2022 equates fund and administrator/manager for the purpose of identifying the offeror in a primary offering of shares of investment funds; however, the extension of the interpretation that generally the manager is equated to the issuer should not be applied indiscriminately. Referring to the Public Hearing Report SDM No. 02/2021, we found the following statement by the SDM: “it is appropriate to observe that Article 49 already contemplates the granting of priority in a manner similar to that indicated in the suggestions of these participants”, when addressing the suggestion to extend the possibility of granting priority to “service providers of investment funds and their employees when the offering is conducted by an investment fund.”

Indeed, in this rationale, there was an equating of the issuer's employees with the manager/administrator's employees for the purpose of interpreting the first part of item I of Article 49, by citing issuer employees. We understand that in this case such interpretation is reasonable since the fund's employees are nothing more than the employees of its service providers. However, when establishing the possibility of priority for persons with whom the issuer has commercial or strategic relationships, we understand that the regulator confers the possibility that the issuer, in a primary distribution of its securities, favors persons who represent direct interests to itself, so that in this case, equating issuer and manager, such logic would be set aside, since by favoring shareholders of other funds of the manager, the commercial and strategic interest resides exclusively in the figure of the manager, not implying interest for the Fund.

2.10.4. Private Placement of Investment Fund Shares

After consultation made by the SRE, within the scope of Process SEI No. 19957.003689/2017-18, the Collegiate Body decided, in a meeting held on 10/30/2018, that the CVM has the competence to grant to closed-end investment funds that invest in securities, the registration for trading of their shares in regulated securities markets (“Issuer Registration”), provided for in Article 21 of Law No. 6.385/1976, since their shares are securities in accordance with item V of Article 2 of the aforementioned Law, regardless of the public or private form of placement of their shares.

Such decision modified the understanding embodied in the Decision of the Collegiate Body, within the scope of Process CVM RJ 2005-2345, in a meeting held on 02/21/2006, in which it was deliberated that it was not

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possible for the CVM to grant registration to any fund in which the administrator intended to place its quotas privately.

In the most recent decision, there was a deliberation pointing out that even if the distribution occurs exclusively privately, such funds are under CVM regulation, since the admission of their quotas for trading in regulated securities markets legitimizes the agency's action.

The aforementioned decision excluded: (a) funds that do not invest in securities (FIDC) and (b) real estate investment funds (FII), given that, in the absence of a public offering, such funds do not even qualify as issuers of securities.

More recently, on 09/20/2019, Law No. 10.406/2022 (Civil Code) was amended by Law No. 13.874/2019 (Economic Freedom Law). This amendment had an impact on the understanding prevailing after the Collegiate Board meeting of 10/30/2018. This is because the Economic Freedom Law added art. 1368-C to the Civil Code, which now provides that all investment funds must be subject to CVM competence with consequent registration.

In this sense, even in the case of investment funds in credit rights, funds that generally do not invest in securities, even if the distribution occurs exclusively privately, such funds are under CVM regulation, by virtue of the aforementioned art. 1368 of the CC, which legitimizes the agency's action.

Regarding real estate investment funds, the understanding remains that the first offering must be public, by virtue of the provisions of Article 1 of Law No. 8.668/93, and, once the first public offering of quotas is carried out, nothing prevents subsequent placements from occurring privately.

It is worth highlighting that private offerings of investment fund quotas are naturally outside the competence of SRE, regardless of whether they appear or not in the list of offerings listed in art. 8 of CVM Resolution No. 160/2022, (see section “2.1.10 Offerings not subject to public offering regulation - “Safe harbor””). Such private fundraising must, however, be adequately reflected in the periodic and occasional reports of investment funds.

2.11. Debentures

2.11.1. Incentivized debentures, infrastructure debentures, and securities with tax benefits

This section updates and completely replaces Circular Letter No. 3/2024/CVM/SRE, published on 10/11/2024, and contains guidance on the procedures to be observed by lead coordinators in public offerings of securities with tax benefits in accordance with the provisions of Decree No. 11.964 of March 26, 2024 (“Regulation” or “Decree 11.964”), which regulated Laws No. 12.431/2011 and No. 14.801/2024, which in turn establish the securities that count with tax benefits whenever they are the subject of a public offering.

According to art. 2 of the Regulation, the following are considered:
Incentivized Debentures: the debentures referred to in art. 2 of Law No. 12.431/2011; Infrastructure Debentures: the debentures referred to in Law No. 14.801/2024;

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Securities with tax benefits: incentivized debentures, infrastructure debentures, real estate receivables certificates, and quota issuances of investment funds in credit rights referred to in art. 2 of Law No. 12.431, of 2011.

§ 1 of art. 3 of Decree 11.964/2024 establishes that it is the responsibility of the issuer and the project holder to ensure the classification, the destination of resources, and the implementation of the project in accordance with the provisions of the Regulation, with the requirement of prior ministerial approval being waived, provided that projects involving public services owned by subnational entities may be subject to prior ministerial approval.

Item I of art. 8 of Decree 11.964/2024 establishes that the application for registration of a public offering of securities with tax benefits must be preceded, in the case of investment projects not subject to prior ministerial approval, by the protocol at the Responsible Sectoral Ministry, and such protocol must be proven when sending the registration application for the offering, as guided in section “2.11.1.2 Information to be provided in registration applications for offerings”.

It is important to point out that it is the responsibility of the issuer to ensure the classification, the destination of resources, and the implementation of the project in accordance with the provisions of the Regulation, with the bodies responsible for sectoral supervision, the Special Secretariat of the Federal Revenue of Brazil, and the Ministry of Finance being responsible for supervision regarding these aspects.

In this sense, lead coordinators of public offerings of securities with tax benefits must take steps to monitor, even in the case of investment projects that do not have prior authorizing ordinance, the proper classification of investment projects with the Responsible Sectoral Ministries, being responsible for suspending public distribution, in accordance with articles 22 and 83, XII, both of CVM Resolution No. 160/2022, if the respective Bodies manifest regarding the non-classification of the respective projects.

2.11.1.1. Information to be provided in offerings

Item III of art. 8 of Decree 11.964/2024 establishes the information that must be highlighted upon the public issuance of securities with tax benefits. The Regulation also provides that such information must be clear and easily accessible to investors, and must be made available in the Prospectus and the Announcement of Start and, in the case of offerings intended exclusively for professional investors, in the Announcement of Closure and the offering dissemination material.

The information required by Decree 11.964 is as follows:
i. description of the project, with the following information:
(a) corporate name and National Registry of Legal Entities - CNPJ number, of the issuer and the project holder, when they are distinct legal entities; (b) priority sector in which the project is classified; (c) object and objective of the project; (d) social or environmental benefits arising from the implementation of the project; (e) estimated dates for the start and end of the project or, in the case of projects already in progress, the actual start date, the description of the current phase, and the estimated date for completion;

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(f) estimated volume of total financial resources necessary for the realization of the project; and (g) volume of financial resources estimated to be raised with the issuance of the securities or securities, and the respective percentage relative to the total financial resource needs of the project;
ii. commitment to allocate the resources obtained in the priority project; and
iii. number and date of publication of the approval ordinance, when required.

In order to reconcile the determinations of Decree 11.964/2024 with the regulation of public offerings, we guide participants to present the information as described below.

Announcement of Start and Notice to the Market

Although CVM Resolution No. 160/2022 has provisions for maximum content for the Announcement of Start and the Notice to the Market, the following information must appear in the Announcements of Start and Notices to the Market in the case of offerings involving securities with tax benefits intended for any target audience.

Number and date of publication of the approval ordinance, when required, or number of the protocol with the sectoral ministry responsible for the project, otherwise; Commitment to allocate the resources obtained in the priority project; Description of the project containing information (a) to (g) above, allowing in offerings that contain a Prospectus, only the information regarding the priority sector in which the project is classified, since the other information will already be available in the Prospectus.

Prospectus

In offerings of securities with tax benefits where a prospectus is required, that is, in offerings intended for qualified investors and the general public, the information must be provided in the Prospectus as follows:

Cover

The cover of the Prospectus must contain (i) the number and date of publication of the approval ordinance, when required, or number of the protocol with the sectoral ministry responsible for the project, otherwise, (ii) the commitment to allocate the resources obtained in the priority project and (iii) the information regarding the priority sector in which the project is classified.

Destination of Resources

The destination of resources section of the Prospectus must contain:
(a) corporate name and National Registry of Legal Entities - CNPJ number, of the issuer and the project holder, when they are distinct legal entities; (b) priority sector in which the project is classified; (c) object and objective of the project; (d) social or environmental benefits arising from the implementation of the project;

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(e) estimated dates for the start and end of the project or, in the case of projects already in progress, the actual start date, the description of the current phase, and the estimated date for completion; (f) estimated volume of total financial resources necessary for the realization of the project; and (g) volume of financial resources estimated to be raised with the issuance of the securities or securities, and the respective percentage relative to the total financial resource needs of the project;

In the case of offerings for professional investors, which do not contain a Prospectus, this same information must be provided in the offering documents to be made available to investors.

Announcement of Closure

Item III of art. 8 of Decree 11.964/2024 also provides for the need to make information available in the Announcement of Closure in the case of offerings intended exclusively for professional investors. Since this is a determination of the Regulation, even if such availability ends up being redundant, it cannot be omitted, and the Announcement of Closure must contain the same information provided in art. 8 above, repeating the information provided in the Notice to the Market and/or Announcement of Start.

2.11.1.2. Information to be provided in registration applications for offerings

In public offerings of securities with tax benefits, the registration applications for public offerings must be filled out with the information requested by the SRE System, according to guidance provided in Circular Letter No. 1/2026/CVM/SRE, published on 02/26/2026, and in Circular Letter No. 3/2026/CVM/SRE, published on 03/23/2026.

It is important to highlight that in cases where there is no provision for the issuance of an authorizing ordinance by the Responsible Sectoral Ministry, but only the protocol of the investment project with said Body, in accordance with art. 3 6 c/c item I of art. 8 7 of Decree No. 11.964/2024, the lead coordinator must attach to the registration application for the public offering the proof of this protocol, as provided in § 1 of art. 8 8 of the same Decree, in the document called

6 Art. 3 A project is considered classified as priority if, on the date of presentation of the registration application for the public offering of securities with tax benefits, it meets the general criteria and conditions established in this Decree and the complementary criteria and conditions established in the respective ministerial sectoral ordinance referred to in art. 15.

7 Art. 8 For the purposes of monitoring, inspection, and compliance with the provisions of § 5 of art. 2 of Law No. 12.431, of 2011, and § 6 of art. 2 of Law No. 14.801, of 2024, regardless of the waiver or not of prior ministerial approval, the issuer must:
I - protocol at the Sectoral Ministry, prior to the presentation of the registration application for the public offering of securities with tax benefits, documentation with the individualized description of the investment project, including, at a minimum, the following information:

8 § 1 The issuer must present to the Securities and Exchange Commission - CVM proof of the protocol of the information referred to in item I of the caput, for the purpose of presenting the registration application for the public offering of securities with tax benefits.

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"Proof of project protocol at the Sectoral Ministry if Incentivized Title or Infrastructure Debentures".

2.11.1.3. Incentivized debentures issued by non-registered issuers

This section completely replaces paragraphs 22 to 25 of Circular Letter No. 9/2023/CVM/SRE, issued on 08/21/2023, and paragraphs 8 to 11 of Circular Letter No. 10/2023/CVM/SER, issued on 09/28/2023.

In accordance with item IX of art. 26 of CVM Resolution No. 160/2022, public offerings of debentures eligible for the tax benefit provided for in Law No. 12.432/2011, issued by non-registered issuers, may be directed to qualified investors, in the automatic registration procedure, being the only hypothesis in which an offering of debentures from non-registered issuers can be directed to a target audience that is not exclusively composed of professional investors.

Since they are intended for qualified investors, such offerings presuppose the preparation of a prospectus, a document only waived when it comes to offerings intended exclusively for professional investors. In turn, the prospectus has as an annex the reference form (“FRE”), a document normally incorporated by reference into the prospectus, by indicating the page on the worldwide computer network where it can be consulted, as provided for in item 11.1 of Annex B to CVM Resolution No. 160/2022.

Given that non-registered issuers at the CVM are not obliged to prepare a reference form and in order to comply with item 11.1 of Annex B to CVM Resolution No. 160/2026, SRE understands that at least the information required of registered issuers in items 1.1, 1.2, 1.11, 1.14, 6.1, 7.1, 8.2, 11.2, 12.1, and 12.3 of the reference form must be made available by the issuer in said item. It should be highlighted the importance of such information as an integral part of the prospectus, as they are what allow investors to understand the issuer and its activities and characteristics.

Finally, regarding the obligation to comply with item 11.2 of Annex B of CVM Resolution No. 160/2022 (“11.2. Latest quarterly information, financial statements for the last 3 (three) social years closed, with the respective opinions of independent auditors and subsequent events, except when the issuer does not possess them for not having started its activities prior to said period;”), since the prospectus is required, its annexes, documents that are an integral part of the prospectus, must be presented, whether incorporated by reference or as annexes proper. In particular regarding quarterly information, the same will be required for presentation in the prospectus, when applicable in relation to its period of preparation by the issuer.

It is worth remembering that non-registered issuers already have, by virtue of other provisions (for example, current item II, of § 3 of art. 89 of CVM Resolution No. 160/2022), the need to make financial statements available in the Empresas.Net system.

2.11.2. Limited Liability Companies

This section discusses the possibility of public issuance of debentures by limited liability companies.

Regarding the issuance of debentures by limited liability companies, the National Department of Business Registration and Integration (DREI) manifested, through OFFICIAL CIRCULAR SEI No. 92/2026/MEMP, issued on 02/09/2026, in the following sense: “it was concluded that there is sufficient legal basis to admit the issuance of debentures by limited liability companies, especially in the convertible modality, as it is the instrument that best fits the legal nature of these companies”.

Notwithstanding, even if the DREI interpretation applies to the issuance of debentures by limited liability companies, the Securities Registration Superintendency has a different understanding regarding the possibility of public issuance of these titles.

In SRE's opinion, the public issuance of debentures constitutes an exclusive prerogative of joint-stock companies, in accordance with Law No. 6.404/1976, not being available to limited liability companies.

It is worth observing that limited liability companies can offer other debt titles, with characteristics very similar to debentures and with less regulatory burden, notably commercial notes.

Finally, it is important to highlight that there is no settled understanding on the subject within the CVM and that any inquiries regarding this matter may be forwarded to SRE for subsequent submission to the CVM Collegiate Board.

2.12. Securitization

2.12.1. Debtor information in corporate CRIs and CRAs

In the context of the analysis of registration requests under the ordinary procedure for public offerings of distribution of CRI and CRA with corporate backing, whose debtor is a publicly-held company and whose target audience is the general investing public, SRE will consult SEP regarding the update of the debtor's registration.

2.12.2. Receivables Certificate with guarantee (which is not co-obligation)

When guarantees are linked to securitization operations, which are not co-obligation (which is treated by specific normative devices), the main offering documents must contain information that allows the investor to effectively assess to what extent such guarantees impact the risk of the operation.

2.12.3. Declaration of the Lead Coordinator and the Issuer in CRA offerings

In CRA issuances, insert in the main offering documents, where applicable, together with the information on the Destination of Offering Resources (in the case of CRA in the destination) or on Agricultural Credit Rights (in the case of CRA in the origin), a declaration that the Offeror and the Lead Coordinator of the Offering will remain responsible for the “truthfulness, consistency, quality, and sufficiency of the information provided”, in accordance with art. 24 of CVM Resolution No. 160/2022, which includes proof of the effective condition of rural producer, or its cooperatives, of those thus considered in the Offering documentation, as well as of the products traded within its backing as agricultural product or input, machinery or agricultural implements, as expressly stated in their documentation.

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2.12.4. FIC-FIDC

The application of items 11.2, 11.3, and 11.4 of Annex D of CVM Resolution No. 160/2022 to FIC-FIDC occurs with respect to the consolidated credit rights that compose and will compose the assets of the invested FIDCs. In this sense, if the FIC-FIDC, via its invested FIDCs, is exposed to credit rights whose concentration reaches the limits provided for in the normative devices in question, the Offering Prospectus carried out by it must contain the information required by such devices regarding debtors and co-obligors of said credit rights or, if this possibility exists, a declaration from the administrator committing to insert said information in said document must be inserted in the Prospectus, in case, at some point in the future, such limits are reached and the offering is still in distribution.

2.12.5. CRI and CRA by destination

Based on precedents analyzed by the CVM Collegiate Board over time, notably in the context of CVM processes No. 19957.000587/2016-51 (Collegiate Board decision of 8/16/2016, Cyrela case) and 19957.001669/2016-13 (Collegiate Board decision of 8/30/2016, Burger King case), it has become possible to issue CRI and CRA backed respectively by credits considered real estate and by credit rights considered from agribusiness due to the destination of resources originating from the issuance of such securities. In turn, the newly issued CVM Resolution No. 60/2021 incorporated certain aspects contained in such precedents into its text. We consider it relevant to highlight, both from the precedents and from the cited Resolution, some of the specific requirements to be observed in offerings with this type of backing.

CRIs backed by credits considered real estate in their destination will be those in which cumulatively:
(i) an exhaustive list of the properties to which the resources originating from the issuance will be destined is included in the offering documentation, thereby configuring the link provided for in item I of § 2 of art. 2 of Supplement A of CVM Resolution No. 60/2021; (ii) the offering documentation includes the obligation of the fiduciary agent to verify, throughout the term of the CRIs (at least semi-annually), the effective direction of the entire amount obtained with the issuance to said properties, and the fiduciary agent must commit to exert its best efforts to obtain the necessary documentation in order to proceed with the verification of the destination of offering resources; (iii) the offering documentation includes information on the deadline for the effective destination of the resources obtained through the issuance, which must be no later than the maturity date of the CRIs, with the understanding that, in the event of the possibility of early redemption or maturity, information must also be inserted in the offering documentation that the obligations of the debtor and potentially the fiduciary agent regarding the destination of resources will persist until the original maturity of the CRIs or until the destination of the total resources is effectively carried out; (iv) the offering documentation includes an indicative schedule (amounts and dates) of the destination of the resources obtained through the issuance to the linked properties, defining

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precisely a percentage, relative to the total value raised in the offering, that will be allocated to each of the aforementioned properties. This indicative schedule must contain information on the general forecast of the allocation of resources from the offering at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

(v) information must be included in the offering documentation stating that any alteration regarding the percentage of resources obtained from the issuance to be allocated to each of the linked properties must be preceded by an amendment to the Securitization Term, as well as to any other document that may be necessary;

(vi) the capacity to allocate to the linked properties the entire amount of resources that will be obtained from the issuance, within the term of the CRIs, must be demonstrated. With regard to each property, the amount of resources already spent to date, the remaining capacity of resources to be allocated to each of the aforementioned properties, as well as the allocation of resources already programmed for such properties due to other CRIs already issued [a table must be inserted with the following columns/information for each of the "Real Estate Developments": (A) Total budget of resources for the property; (B) values already allocated within the property; (C) values to be spent within the property [(A) - (B)]; (D) values to be allocated within the property due to other CRIs issued (regardless of how much was allocated in the past); (E) capacity for resource allocation from the current issuance within the property [(C) - (D)]; and (vi) values to be allocated within the property due to the CRIs of the current issuance];

(vii) in offerings directed to investors in general, qualified or not, where the debtor of the collateral must be a publicly-held company, a scenario for early redemption in case the debtor of the collateral ceases to be a publicly-held company;

(viii) if there is the possibility of inserting, during the validity of the CRIs, new properties to be the object of resource allocation, in addition to those initially provided for in the Securitization Term, such possibility must be provided for in the Securitization Term and in the other offering documents, as well as information regarding the need for this insertion to be approved by the holders of CRIs and the minimum quorum required.

CRAs may, in accordance with CVM Resolution No. 60/2021, be backed by agribusiness credit rights, thus considered by their destination, in the following situations, which must observe the following:

A. When the agribusiness credit rights are constituted by debt instruments issued by third parties, linked to a commercial relationship existing between the third party and rural producers or their cooperatives, in accordance with item II of § 4º of art. 2º of Annex II of CVM Resolution No. 60/2021:

(i) the offering documentation must include an express provision that the resources arising from the issuance will be allocated exclusively to rural producers, or their cooperatives, sending an exhaustive list of the aforementioned rural producers, or their cooperatives to the CVM, to the fiduciary agent, and to the issuer, proving the condition of rural producer, or of rural producer cooperative, of all those who are listed as such in the offering documentation;

(ii) the contracts or other valid documents between the third parties and rural producers or their cooperatives must be presented, in amounts and terms compatible with those of the CRA issuances;

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(iii) the condition of agricultural product, agricultural input, or machinery and equipment used in the agribusiness activity of all products involved in the transactions carried out between rural producers, or their cooperatives, and third parties, transactions to which the resources arising from the offering will be allocated, must be justified;

(iv) the offering documentation must include the obligation of the fiduciary agent to verify, throughout the term of the CRAs (at least semi-annually), the effective allocation of the entire amount obtained from the issuance to the transactions carried out between rural producers, or their cooperatives, and third parties, and the fiduciary agent must commit to using its best efforts to obtain the necessary documentation in order to proceed with the verification of the allocation of offering resources;

(v) the offering documentation must include information on the deadline for the effective allocation of the resources obtained through the issuance, which must be no later than the maturity date of the CRAs, with the understanding that, if there is the possibility of early redemption or maturity, information must also be inserted in the offering documentation stating that the obligations of the debtor and potentially of the fiduciary agent regarding the allocation of resources will persist until the original maturity of the CRAs or until the allocation of the total amount of resources is effectively completed;

(vi) the offering documentation must include an indicative schedule (amounts and dates) of the allocation of the resources obtained through the issuance to the transactions carried out between rural producers, or their cooperatives, and third parties. This indicative schedule must contain information on the general forecast of the allocation of resources arising from the offering at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

(vii) the capacity to allocate to the transactions carried out between rural producers, or their cooperatives, and third parties, within the scope of the contracts or other documents that formalize such transactions, the entire amount of resources that will be obtained from the issuance, within the term of the CRAs, must be demonstrated, taking into account, for this purpose, the amount of resources already spent to date, as well as the allocation of resources already programmed due to other CRAs already issued, within the scope of such contracts;

(viii) in offerings directed to investors in general, qualified or not, carried out in accordance with art. 7º of Annex II of CVM Resolution No. 60/2021, where the debtor of the collateral must be a publicly-held company, a scenario for early redemption in case the debtor ceases to be a publicly-held company.

(ix) In accordance with the Collegiate Decision of CVM of 22/01/2019, within the scope of CVM Process No. 19957.009605/2018-22, it was clarified that the rental of agricultural machinery and equipment to rural producers can be considered as resource allocation for the purposes of issuing CRAs backed by debt instruments issued by third parties, in accordance with item II of § 4º of art. 2º of Annex II of CVM Resolution No. 60/2021, with resource allocation in accordance with § 7º of the same article.

B. When the agribusiness credit rights are constituted by debt instruments issued by rural producers or their cooperatives, in accordance with item III of § 4º of art. 2º of Annex II of CVM Resolution No. 60/2021:

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(i) the documentation must include proof of the condition of rural producer, or of rural producer cooperative, of all those who are issuing the debt that will compose the collateral of the CRAs;

(ii) the offering documentation must include a description of the activities of the rural producers, or their cooperatives, to which the resources arising from the CRA issuance will be allocated, which must fall within the activities of production, commercialization, processing, and industrialization comprised in the caput and items of art. 2º of Annex II of CVM Resolution No. 60/2021. Furthermore, it must be proven that such activities are the same ones that, when exercised by the debtor, characterize it as a rural producer;

(iii) the condition of agricultural product, agricultural input, or machinery and equipment used in the agribusiness activity of all products involved in the activities to which the resources arising from the offering will be allocated must be justified;

(iv) in the case of CRAs backed by agribusiness credit rights thus considered by their destination, it is recommended that the offering documentation include the obligation of the fiduciary agent to verify, throughout the term of the CRAs (at least semi-annually), the effective allocation, by the rural producers or their cooperatives, of the entire amount obtained from the issuance to their activities of production, commercialization, processing, and industrialization comprised in the caput and items of art. 2º of Annex II of CVM Resolution No. 60/2021, and the fiduciary agent, in this case, must commit to using its best efforts to obtain the necessary documentation in order to proceed with the verification of the allocation of offering resources;

(vi) in the case of CRAs backed by agribusiness credit rights thus considered by their destination, it is recommended that the offering documentation include an indicative schedule (amounts and dates) of the allocation, by the rural producers or their cooperatives, of the resources obtained through the issuance to their activities of production, commercialization, processing, and industrialization comprised in the caput and items of art. 2º of Annex II of CVM Resolution No. 60/2021. This indicative schedule must contain information on the general forecast of the allocation of resources arising from the offering at least semi-annually, in line with the periodicity established for the eventual monitoring by the fiduciary agent;

(vii) the capacity of the rural producers or their cooperatives to allocate to their activities of production, commercialization, processing, and industrialization comprised in the caput and items of art. 2º of Annex II of CVM Resolution No. 60/2021 the entire amount of resources that will be obtained from the issuance, within the term of the CRAs, must be demonstrated, taking into account, for this purpose, the amount of resources already spent to date, as well as the allocation of resources already programmed due to other CRAs already issued, within the scope of such activities;

(viii) in offerings directed to investors in general, qualified or not, carried out in accordance with art. 7º of Annex II of CVM Resolution No. 60/2021, where the debtor of the collateral must be

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publicly-held company, a scenario for early redemption in case the debtor of the collateral ceases to be a publicly-held company.

Furthermore, we request that all information provided in accordance with the provisions above be inserted in the same manner in the main offering documents, at least in the Prospectus, in the Securitization Term, and in the document that formalizes the real estate credit (in the case of the CRI) or the agribusiness credit right (in the case of the CRA), always in the section dealing with the allocation of offering resources.

In addition to the above, it is important to highlight the issuance of CMN Resolution No. 5.118/24, which introduced limitations on the issuance of CRIs and CRAs, as well as CDCAs, limitations that must be observed in all issuances of the aforementioned securities, in the following terms:

“Art. 1º This Resolution provides for the collateral of Agribusiness Receivable Certificates – CRAs and Real Estate Receivable Certificates – CRIs, issued by securitization companies, and Agribusiness Credit Rights Certificates – CDCAs.

Art. 2º For the purposes of this Resolution, it is understood as:

I - debt instruments: the instruments, securities, and contractual instruments representing credit, promise of future payment, or financing operations such as debentures, promissory notes, commercial notes, bank credit certificates, bank deposit certificates, financial bills, loan contracts, financing contracts, financial leasing or lease;

II - main activity sector: the sector of a company responsible for more than 2/3 (two-thirds) of its consolidated revenue, calculated based on the financial statements of the last social year published.

§ 1º When used in this Resolution, the expression "related party" has the meaning attributed to it in the respective Technical Pronouncement of the Committee for Accounting Pronouncements, received by the Securities and Exchange Commission.

§ 2º For the purposes of item I of the caput, contracts and obligations of a commercial nature, such as accounts receivable and contracts of lease, purchase and sale, promise of purchase and sale, and usufruct related to real estate, will not be considered debt instruments.

Art. 3º CRAs, CRIs, and CDCAs may not contain as collateral:

I - debt instruments whose debtor, co-debtor, or guarantor is:

a) a legal entity whose main activity sector is not the real estate sector, in the case of CRIs, or the agribusiness sector, in the case of CRAs and CDCAs; or

b) a financial institution or entity authorized to operate by the Central Bank of Brazil, other entities comprising a prudential conglomerate, or their respective controlled companies;

II - credit rights:

a) arising from transactions between related parties; or

b) resulting from financial operations whose resources are used to reimburse expenses.

Sole Paragraph. Issuances and offerings in which the institutions and companies referred to in item I, letters “a” and “b”, of the caput, with the exceptions provided therein, assume or retain any risks and benefits are also prohibited.

Art. 4º The provisions of art. 3º do not apply to CRAs and CRIs that, on a date prior to the date of entry into force of this Resolution, have already been:

I - duly distributed; or

II - the subject of a request for distribution registration before the Securities and Exchange Commission, in public distribution offerings.

Sole Paragraph. Any extensions of term for CRAs and CRIs already distributed must respect the provisions of this Resolution.

Art. 4º-A The provisions of art. 3º do not apply to CDCAs that, on a date prior to August 23, 2024, have already been:

I - duly distributed; or

II - the subject of a request for distribution registration before the Securities and Exchange Commission, in public distribution offerings.

Sole Paragraph. Any extensions of term for CDCAs already distributed must respect the provisions of this Resolution.

Art. 5º The Securities and Exchange Commission will adopt, in accordance with its legal competencies, the necessary measures to regulate the provisions of this Resolution.

Art. 6º This Resolution enters into force on the date of its publication.”

2.12.6. CRAs with pulverized collateral

In accordance with the Collegiate Decision of CVM of 21/05/2019, within the scope of CVM Process No. 19957.000395/2019-98, it was clarified that CRA issuances that have pulverized collateral, where there is a linkage of a large number of rural producers to the point that the prior verification of the rural producer condition of each of them becomes disproportionate, such verification does not need to be done in its entirety, provided that: (i) the offering documentation provides that the securitization company will be responsible for the effective linkage of rural producers to the credit rights collateral of the operation; (ii) the products or inputs involved in the transactions that originated the credit rights collateral of the operation are of integral use in agricultural production; and (iii) the assignors involved in the operation declare that all their clients linked to the credit rights collateral of the operation that are not distributors are rural producers.

Furthermore, it is important to inform that the lack of need for prior verification, by the securitization company, of the rural producer condition of all those thus considered within the scope of the operation does not remove the responsibility of the issuer and the lead coordinator of the offering, in accordance with art. 24 of CVM Resolution No. 160/2022, for the “truthfulness, consistency, quality, and sufficiency of the information provided”, which would include the rural producer condition of all those thus considered in the offering documentation.

Finally, it is worth highlighting that, in these cases, the Offering Prospectus must inform the procedures adopted by the securitization company – such as verification by sampling – or other circumstances considered by it to attest to the adequacy of the collateral of the CRAs to be distributed, thereby demonstrating its diligence and responsibility for the regularity of the securitization operation of the credit rights. Additionally, risk factors must include, if applicable, considerations regarding the effectiveness of the procedures adopted by the securitization company in this regard.

2.12.7. Act of approval of Certificates of Receivables offerings

In accordance with the Collegiate Decision within the scope of Process 19957.000001/2021-16, if the offering was deliberated only by a global act of issuances of the Securitization Company, and provided that the Bylaws do not provide for a specific act for each offering and give competence to the Board of Directors to make decisions on offerings within the authorized capital, such global act would be sufficient to fulfill the requirement provided for in Item 15.4 of Annex E of CVM Resolution No. 160/2022. If there is provision for partial offering and there is no specific act for the offering, a declaration by the Board of Directors addressing this possibility will be necessary, without the need for registration at the board of trade, in order to observe the provision contained in art. 73 of CVM Resolution No. 160/2022.

2.12.8. Offering of CRI and CRA to the general investor public

In offerings of CRI and CRA directed to the general investor public, in addition to having to observe the requirements provided for respectively in art. 4º of Annex I of CVM Resolution No. 60/2021 and in art. 7º of Annex II of CVM Resolution No. 60/2021, in the case of single-debtor operations, as the debtor must be a publicly-held company registered with the CVM, the offering documentation must contain a scenario for early redemption in case the debtor ceases to be a publicly-held company.

2.12.9. CRA offerings backed by CDCA

In accordance with the Collegiate Decision of CVM dated 09/09/2021, within the scope of Process 19957.003851/2021-76, for the purposes of complying with art. 28 of Law No. 11.076/04, if necessary, there must be a mechanism for the replenishment of the collateral of the CDCA, within a reasonable time, so that, throughout the entire validity of the CDCAs, their collateral maintains a value at least equal to the value of the CDCAs.

Furthermore, as the CDCA confers a right of pledge over the credit rights linked to it, in accordance with Art. 32 of Law No. 11.076/2004, the offering documentation must include information regarding the credit rights collateral of the CDCAs, which constitute guarantee to the CDCAs and CRAs, inserting data such as amount, term, main debtors, among others, based on items 9.2 and 10.1 of Annex E of CVM Resolution No. 160/2022.

2.12.10. Credit rights arising from transactions carried out between distributors and third parties

In CRA operations with collateral constituted in accordance with § 5º of art. 2º of Annex II of CVM Resolution No. 60/2021, the offering documentation must contain: (i) information that all credit rights collateral of the operation are previously linked to the distributor's sales to rural producers or their cooperatives prior to the issuance; and (ii) the obligation that the securitization company will prove the situation of the documentation cited in (i) above.

It is also worth noting that, in accordance with the Collegiate Decision of CVM of 21/05/2019, within the scope of CVM Process No. 19957.000395/2019-98, it was clarified that CRA issuances that have pulverized collateral, where there is a linkage of a large number of rural producers to the point that the prior verification of the rural producer condition of each of them becomes disproportionate, such verification does not need to be done in its entirety, provided that: (i) the offering documentation provides that the securitization company will be responsible for the effective verification of the linkage of rural producers to the credit rights collateral of the operation; (ii) the products or inputs involved in the transactions that originated the credit rights collateral of the operation are of integral use in agricultural production; and (iii) the assignors involved in the operation declare that all their clients linked to the credit rights collateral of the operation that are not distributors are rural producers. Furthermore, it is important to inform that the lack of need for prior verification, by the securitization company, of the rural producer condition of all those thus considered within the scope of the operation does not remove the responsibility of the issuer and the lead coordinator of the offering, in accordance with art. 24 of CVM Resolution No. 160/2022, for the “sufficiency, truthfulness, accuracy, consistency, and timeliness of the offering documents and other information provided to the market during the public distribution offering”, which would include the rural producer condition of all those thus considered in the offering documentation. Finally, it is worth highlighting that, in these cases, the offering prospectus must inform the procedures adopted by the securitization company – such as verification by sampling – or other circumstances considered by it to attest to the adequacy of the collateral of the CRAs to be distributed, thereby demonstrating its diligence and responsibility for the regularity of the securitization operation of the credit rights. Additionally, risk factors must include, if applicable, considerations regarding the effectiveness of the procedures adopted by the securitization company in this regard.

2.12.11. Differences between senior class series and series reopening

In accordance with § 2º of art. 41 of CVM Resolution No. 60/2021, "The senior class cannot be divided into sub-classes, its division into series being admitted exclusively for the purpose of establishing, for each series, differentiated remuneration and distinct amortization periods."

In this sense, we understand that distinct series of the senior class of the same issuance must differ by remuneration and/or contain distinct amortization periods. If this minimum differentiation required by regulation is not present, it is the same series, meaning that a subsequent offering must be treated as a series reopening, and not as a new series, and in this sense, must observe the recommendations contained in section “2.3.2 Offerings with Series Reopening”.

2.12.12. Schedule of offerings of different series or with series reopening

If the intention of the offeror is to carry out subsequent offerings of a certain series of the senior class of the same issuance of Receivable Certificates, with different offering start dates, closing dates, and settlement dates, each offering must be treated separately (distinct offerings of series reopening), each with its own registration request.

It is worth citing that, in the case of a certain series of the senior class of Receivable Certificates of the same issuance, it is the same security, so there could not be offerings

Annual Circular Letter/ANNUAL-2026-CVM/SRE being carried out simultaneously, the current offering must be closed so that the next one can begin.
Furthermore, if the offeror's intention is to conduct offerings of different series of senior class from the same issuance (observing the provisions of section 2.12.11 above), with different start, end, and settlement dates, under a single registration request, it is necessary to clarify that the maximum period of 180 days during which the offering must be carried out, in accordance with Article 48 of CVM Resolution No. 160/2022, will begin upon the disclosure of the Start of Distribution Announcement, even if only the first of the series to be offered has actually had its placement initiated, so that the other series will have their placement periods all linked to the disclosure of the start of the first series' offering, thus limiting the effective placement period of all series. It is important to note that each registration request corresponds to a single offering of securities, which may consist of one or more series, and the start and end milestones of the offering apply to the offering as a whole and apply to each of the series offered, so that the same request cannot have different start and end dates for the series. In this sense, we reiterate the recommendation already expressed through Circular Letter No. 7/2023/CVM/SRE, in the following terms:
"Offerings of securities with series that present distinct schedules
12. In certain offerings, notably securitization products, it is common for issuances to be divided into series with the characteristic that their distribution occurs successively over a certain time period.
13. In this sense, we highlight the normative provision contained in Article 48 of RCVM 160, which states: 'The subscription or acquisition of the securities subject to the distribution offering must be carried out within a maximum period of 180 (one hundred and eighty) days, counted from the date of disclosure of the start of distribution announcement.'
14. Thus, exclusively in cases where the offering schedule is incompatible with the aforementioned provision, i.e., the distribution of any of the series is scheduled for a period exceeding 180 days after the disclosure of the start announcement, we recommend that the offering be segregated into distinct Electronic Requests for presentation in the SRE System, separating the series so that the schedule of the issuance as a whole complies with what RCVM 160 provides.
15. In other cases, i.e., when all distribution occurs within 180 days, the Electronic Request will be unique, and the schedule will detail the distribution steps by series, as is already usually done by the market.'
Therefore, if the offeror's intention is to conduct offerings of these different series at distinct times, if these offerings are to be implemented in a period exceeding 180 days, distinct requests must be used, each covering the series that can be placed in at most 180 days.
Notwithstanding, if the offeror's intention is indeed to distribute different series of senior class from the same issuance through a single offering, with the placement effort occurring simultaneously for all securities, the same registration request should be used to handle this offering.
We emphasize that the above does not limit the placement of Subordinated Class Receivables Certificates simultaneously with senior class certificates, and both should be treated under the same registration request when related to the same public distribution offering.
2.13. Other Securities
2.13.1. CAV
On September 14, 2020, CVM Resolution No. 6/2020 was issued, which revoked CVM Instruction No. 260/1997. Based on the current wording of the regulation, public distribution offerings of investment certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematic works (CAV) are not subject to registration with the CVM, observing the terms of CVM Resolution No. 6/2020. In general terms, the issuing company and the lead intermediary must disclose the Essential Information Document – DIE on their websites, in accordance with Article 9 of the aforementioned Resolution. Furthermore, the issuing company must prepare the reports provided for in the aforementioned Resolution semi-annually, according to Annexes A, B, and C, disclosing them on its website. We highlight that registrations granted under CVM Instruction No. 260/1997 all have expired distribution periods, and therefore no longer serve to support any public distribution of CAVs. In this way, there is no need to request the cancellation of distribution registration or quota cancellation. However, new distributions are no longer subject to prior registration with the CVM, in accordance with CVM Resolution No. 6/2020. Thus, there are no obligations regarding the old distribution registration obtained under CVM Instruction No. 260/1997, provided there has been no subscription of quotas within public offerings of CAVs. For projects that have raised funds, the informational requirements under CVM Resolution No. 6/2020 remain valid.
2.13.2. Discontinuation of BDR Program
Initially, it is worth noting that, in accordance with item I of Article 34 of CVM Resolution No. 24/2021, the competence for the registration and supervision activities of Level I BDR programs, sponsored or not, lies with the Institutional Investors Superintendence – SIN and no longer with SRE. Therefore, requests for Level I BDR cancellation must be forwarded to SIN, in accordance with Article 24 of CVM Resolution No. 182/2023. It is worth noting that the procedure for discontinuation of a BDR program does not apply CVM Resolution No. 215/2024, unless the offeror, in the public distribution certificates documents, has assumed the commitment to conduct a public offering to acquire the certificates, in the manner provided by the aforementioned Resolution, upon its discontinuation.

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CVM Resolution No. 182/2023 provides for the obligation that requests for cancellation of the registration of a BDR program, to be reviewed by SRE according to the analysis periods applicable to requests for registration of public distribution offerings, must be accompanied by a declaration from the entity administering the organized over-the-counter market or stock exchange where the certificates are traded, attesting to compliance with the procedures established by it for the discontinuation of the program. Furthermore, it now provides that SRE may request other additional documents and information to support the analysis of the cancellation request. It is worth remembering that the procedures for discontinuation of BDR programs must observe the procedure provided for in Articles 78 and 79 of the "Issuers Regulation" of B3, available at: https://www.b3.com.br/data/files/4F/80/31/4B/9BF5E91064BF82E9AC094EA8/Regulamento%20de%20Emissores%20-%2012.03.2026.pdf. The administering entity must monitor the program discontinuation procedure and – at the end of the process – will forward a declaration to CVM stating that the depositary institution complied with the procedures established by it. In exceptional and justified situations, the depositary institution or the foreign issuer, as applicable, may submit to B3 for approval differentiated procedures and conditions for the discontinuation of the BDR program, in accordance with Article 79 of the Issuers Regulation. Such procedures, when involving a sponsored BDR program, must be submitted to SRE for analysis and subsequent submission to the CVM Collegiate.
3. PUBLIC ACQUISITION OFFERING – OPA
3.1. Cancellation of Issuer Registration – OPA
We clarify that the request for cancellation of issuer registration must comply with the provisions of § 4 of Article 4 of Law No. 6.404/1976, CVM Resolution No. 215/2024, and Articles 51, 52, and 55 of CVM Resolution No. 80/2022, and the company must previously be subject to a public acquisition offer of shares (“OPA”) for cancellation of registration, in accordance with the aforementioned legal provision.
Article 70 of CVM Resolution No. 215/2024 provides, in specific cases, the possibility of conducting an OPA with a differentiated procedure, such as the waiver of some formalities required by the regulation itself, but not the waiver of an effective OPA, whose obligation arises from a legal provision, as already stated by the Collegiate of this Commission, in meetings dated 8/24/2004 and 11/17/2009, the latter within the scope of CVM Process No. RJ 2009-4470.
It is up to CVM, therefore, to express favorable opinion on the non-conduct of an OPA only in the following cases: (i) there is no legal provision for it; (ii) there are no outstanding share holders, as defined in Article 4-A, § 2 of Law No. 6.404/1976 and item II of Article 2 of CVM Resolution No. 215/2024; and (iii) in the event that there are outstanding shares, the unanimity of the holders of such shares declare that they waive the conduct of an OPA for cancellation of registration, either through an Extraordinary General Meeting or through an individual declaration by these shareholders.

Annual Circular Letter/ANNUAL-2026-CVM/SRE
In other cases, only the possibility of conducting an offering with the adoption of a differentiated procedure must be analyzed, in accordance with Article 70 of CVM Resolution No. 215/2024, as well as compliance with the provisions of Articles 51 and 52 of CVM Resolution No. 80/2022.
Furthermore, it is worth noting that, for the purpose of cancelling issuer registration in category A or B, if there are other securities in circulation other than shares and depositary receipts, all conditions provided for in Article 51 of CVM Resolution No. 80/2022 must be observed, regardless of whether such securities were publicly distributed or admitted to trading on regulated markets, according to Director Pablo Renteria's vote, which was followed by the CVM Collegiate in a meeting dated 6/14/2016, within the scope of CVM Process No. RJ-2015-4262. It is also worth mentioning that, when the request for cancellation of registration is preceded by a share incorporation operation issued by the open company carried out by a closed company, the precedents of the Collegiate of this Autarchy (RJ 2005/5203 and CVM RJ 2004/2274) regarding this hypothesis must be considered, by which we understand that such an operation, even if promoted by a closed capital company without the OPA provided for in § 4 of Article 4 of LSA, finds support in the applicable legislation, unless it has been implemented without observing its social interest and with the intent to close its capital through paths other than those ordinarily provided for in the legislation, in fraud of the law. In this sense, whenever this situation occurs, we request that, along with the request for cancellation of registration of the open company, a statement on the issue be presented, given the incorporation of the Company that was carried out prior to the request for cancellation of its registration. Finally, we request that requests for cancellation of registration without the conduct of an OPA also be accompanied by an express, separate, and duly signed declaration by the Company's Investor Relations Director, attesting that there is no other security in circulation issued by the Company, even if not admitted to trading on a regulated market or having been the subject of public distribution. Remembering that securities in circulation are those not held by the company itself, its controlling shareholder, or person linked to it, or by administrators, even if not admitted to trading on a regulated market or not having been the subject of a public offering. We also request that all documents submitted within the scope of the request for cancellation of registration be accompanied, where applicable, with documentation proving the powers of representation possibly exercised on behalf of a legal or natural person.
3.2. OPA Registration Request
We highlight that OPA registration requests must comply with the applicable regulation, especially the provisions of CVM Resolution No. 215/24.
The request must be formulated through the SRE System, following the guidelines contained in Circular Letter CVM/SRE No. 04/25.

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3.3. Waiver of Appraisal Report in OPA with Prior Agreement on Price
Regarding the hypothesis of waiver of the appraisal report provided for in item IV of Article 21 of CVM Resolution No. 215/24, when the OPA price is determined “based on the price at which shareholders holding more than 1/3 (one third) of the outstanding shares have committed to sell such shares in the OPA[...]”, in situations where the OPA is conducted only for a specific type and/or class of shares, the appraisal report in question would be a document intended for the holders of such shares, and not for all shareholders of the target company, so that we understand that the most reasonable application for the aforementioned provision would be to consider the term “outstanding shares”, for the purposes of this provision, as being the outstanding shares subject to the OPA. Following the same logic, when dealing with the appraisal report required for OPAs by exchange, as provided for in § 1 of Article 18 of Resolution CVM 215, we understand that said document could also be waived based on prior agreement by holders of more than 1/3 of the outstanding shares subject to the OPA, and the prior agreement, in this case, must also have as its object the price of the security to be given in exchange and the exchange ratio between it and the share subject to the OPA, provided that the requirements of Article 61 of CVM Resolution 215 are observed, i.e., the securities given in exchange must be admitted to trading on Brazilian regulated markets, except for exceptions provided for in the regulation. In complement to the understanding in question, it is worth emphasizing that, when the OPA is directed to more than one type or class of shares, as a general rule, the hypothesis of waiver of the appraisal report in question could only be granted if holders of more than 1/3 of the outstanding shares that are subject to the OPA (considering all types and classes included in the offering) have explicitly expressed agreement with the offered price. Notwithstanding the understanding now exposed, still regarding OPAs conducted for more than one type or class of shares, CVM Resolution 215 itself provides, in accordance with item V of Article 6, that “the OPA must be launched at a uniform price, except for the possibility of fixing different prices according to the class and type of shares subject to the OPA, provided that it is compatible with the OPA modality and if the difference is justified by the appraisal report of the target company or by an express declaration of the offeror regarding the reasons for its differentiated offer.” Based on the aforementioned provision, we understand that, when there is grounds for different types and classes of shares subject to the OPA to have distinct prices, especially regarding differences in their political and economic rights, the verification of acceptance by holders of more than 1/3 of the outstanding shares must be carried out individually by type and class. Furthermore, it is important to note that the use of the facility
provided for in item IV of Article 21 of CVM Resolution 215 does not suppress the legal safeguards granted to minority shareholders. As expressly provided for in § 1 of the same article, such waiver does not remove the right of the shareholders subject to the offering to request the revision of their price, in accordance with Article 4-A of Law No. 6.404/76 and Articles 39 to 43 of CVM Resolution 215.

Annual Circular Letter/ANNUAL-2026-CVM/SRE
Thus, if the shareholders who did not sign the sales commitment disagree with the offered price, they retain the right to request the convening of a special assembly to deliberate on the conduct of a new evaluation, provided that the minimum ownership requirements required by the regulation are met (10% of the outstanding shares in the market) and the offering in question is of the “for cancellation of registration” or “by increase in participation” modality.
4. SUPERVISION AND ENFORCEMENT
4.1. Risk-Based Supervision Plan – SBR
Since 2009, CVM has been carrying out preventive monitoring activities of the markets and entities under its jurisdiction according to a Risk-Based Supervision model – SBR.
With this form of action, established by CMN Resolution No. 3.427/2006 and regulated by CVM Deliberation No. 521/2007, the regulator focuses its action on risks to the performance of its legal duties, seeking a more preventive than reactive approach.
SRE, in its activity of supervising public distribution offerings of securities and public acquisition offers of shares (OPA), performs various actions to fulfill the legal mandates to protect investors against (i) irregular issuances of securities, (ii) unfair market practices, and (iii) ensure public access to information about the offered securities. Among these, we can cite:
a) Verification of the information provided or disclosed to the market and the documentation presented for registration; b) Monitoring of additional information provided about the offering after the registration is granted; and c) Inspection of offerings conducted without registration, in disagreement with the granted registration, or in disagreement with the condition of registration waiver.
Regarding the Biennial Plan of SBR prepared for the 2025-2026 period, it is worth highlighting that none of the risks supervised by SRE were classified as strategic; however, the Superintendence supervises the following risks in its risk-based supervision activities:

Irregularities in the terms of automatic registration OPA notices;
Public offerings of securities without request or waiver of registration, in disagreement with the regulation. [Marginal Market];
Disclosure of information or media statement in a prohibited period. [Media statement in public offerings];
Distribution of hotel CIC processing with outdated information (prospectus and feasibility study);
Use of advertising materials in hotel CIC offering in disagreement with the regulation;
Irregularities and flaws in public offerings of securities with automatic registration at CVM and intended for professional investors;

Annual Circular Letter/ANNUAL-2026-CVM/SRE
7) Irregularities and flaws in public offerings of securities with automatic registration at CVM, without prior analysis by the self-regulatory entity;
8) Irregularities and flaws in public offerings of securities with automatic registration at CVM, with prior analysis by the self-regulatory entity;
9) Irregularities and flaws in the use of advertising materials in public distribution offerings;
10) Failures by unregistered issuers in not presenting DFs from the last 3 fiscal years until the day before the start of negotiations;
11) Irregularities in compliance with the regulation requirements for coordinators of public distribution offerings of securities.
For each risk event, a sample is selected and analyzed to determine what occurred during or after the offering, as applicable.
The full text of the public version of the 2025-2026 Biennial Plan of SBR, containing the strategic risks treated by CVM, is available at https://www.gov.br/cvm/pt-br/acesso-a-informacaocvm/acoes-e-programas/plano-de-supervisao-baseada-em-risco/2025-2026-1/plano-bienal-sbr-cvm2025-2026.pdf.
4.2. Sanctioning Processes
The regulation that provides for the procedure of sanctioning activities within the Commission of Securities is CVM Resolution No. 45/2021, which can be consulted for more details regarding the procedures related to sanctioning processes initiated by SRE. The aforementioned Instruction can be accessed on the CVM website, in the “Matters” / “Regulations” / “Resolutions” menu, or available at: https://conteudo.cvm.gov.br/legislacao/resolucoes.html.
4.3. Commitment Term
The commitment term may be signed between the investigated or accused party and the Commission of Securities, at CVM's discretion, observing the public interest, in accordance with §§ 5 to 8 of Article 11 of Law No. 6.385/1976 and CVM Resolution No. 45/2021. It is worth noting that the proposal for the commitment term should not be forwarded in the name of the issuer, but of the investigated or accused party itself. In accordance with § 2 of Article 82 of CVM Resolution No. 45/2021, the interested party must express their intention to enter into a commitment term within the period for presenting a defense, and must forward the complete proposal for the commitment term to the Sanctioning Process Control Management – GCP within 30 days after the presentation of the defense. In accordance with paragraph 3 of Article 82 of CVM Resolution No. 45/2021, the presentation of a proposal for a commitment term is admitted even before or during the preliminary fact investigation phase, which, in this case, must be forwarded to SRE. In exceptional cases, in which it is understood that the public interest determines the analysis of a proposal for the conclusion of a commitment term presented outside the aforementioned period, such as those involving substantial indemnity offers to those harmed by the conduct subject to the process and modification of the

Annual Circular Letter 2026 CVM/SRE

situation of fact existing when the aforementioned deadline expires, the analysis and negotiation of the proposal may be carried out by the Reporting Director, who will submit the matter to the Collegiate Body for approval with a proposal to accept or reject the proposal, in accordance with Article 84 of CVM Resolution No. 45/2021.
The execution of the commitment term has the effect of (i) suspending the administrative proceeding in progress, for the period stipulated for compliance with the commitment; or (ii) not initiating a sanctioning administrative proceeding, in cases where the proposal is presented still in the investigation phase or before it.

If the obligations assumed by the committed party are not fulfilled in an integral and adequate manner, the proceeding will be initiated or its course resumed, as applicable, without prejudice to penalties or other measures eventually applicable.

In view of the promulgation of Law No. 13.506, of November 13, 2017, the commitment terms executed have been published on the CVM website, instead of in the Official Gazette of the Union, with a breakdown of the deadline for compliance with any obligations assumed (Article 11, § 7).
It is emphasized that the commitment term constitutes an extrajudicial executive title.
Information on commitment terms already executed with the CVM is available on the CVM website, at the link “Matters”, located in the left menu, followed by “Proceedings”, and then “Commitment Terms”, which can serve as examples for the presentation of proposals.
Finally, it is worth highlighting that, according to the sole paragraph of Article 14 of Law No. 13.506/2017 and Article 81 of CVM Resolution No. 45/2021, the execution of a commitment term does not imply confession regarding the matter of fact, nor recognition of the illegality of the conduct analyzed in the proceeding that gave rise to it.

4.4. Administrative Agreement in a Supervision Proceeding

In accordance with the provisions of Law No. 13.506/2017 and Chapter V of CVM Resolution No. 45/2021, the CVM may execute an administrative agreement in a supervision proceeding (“Supervision Agreement”) with natural or legal persons who confess to the practice of infractions against legal or regulatory norms whose compliance falls under their supervision, with extinction of their punitive action or reduction of 1/3 to 2/3 of the applicable penalty, through effective, full, and permanent cooperation for the investigation of the facts, which results in utility for the proceeding, in particular: (i) the identification of other parties involved in the practice of the infraction, when applicable; and (ii) the obtaining of information and documents that prove the reported or under-investigation infraction. For more information on the Supervision Agreement, consult CVM Resolution No. 45/2021, available on the CVM website, in the menu “Matters” / “Norms” / “Resolutions”.

Annual Circular Letter 2026 CVM/SRE

PARTICIPANTS IN THE SECURITIES MARKET

5.1. Coordinator of public offerings of securities

Guidance regarding the application of CVM Resolution No. 161/2022, as well as the activity of coordinators of public offerings of securities and their registration requirements, can be obtained in the most recent Circular Letter No. 5/2026/CVM/SER, published on 09/04/2026.

5.1.1. Recommended procedures regarding the issuance and public offering of securities

This section aims to guide issuers/offering parties and coordinators of public offerings regarding the recommended procedures in the issuance and distribution of securities within the scope of public offerings of securities carried out under the auspices of CVM Resolution No. 160/2022.
It is worth highlighting that coordinators of public offerings of distribution of securities are subject to the rules, procedures, and internal controls to be observed in the intermediation of such offerings, as provided in CVM Resolution No. 161/2022.
These guidelines result from the accumulated experience of the SRE in supervision activities, especially in the execution of the CVM’s Biennial Plan of Risk-Based Supervision, and are focused on the following main aspects: (i) prior diligence in the issuance and structuring of the operation; (ii) registration and updating of the security in the B3 environment; (iii) existence, management, and control of credit rights and assets used as collateral and/or guarantees; (iv) verification of accounting records, the destination of raised funds, and amortization, if applicable; (v) disclosure of information by the issuing company and the public offering to the market and to the CVM; (vi) adequacy of demand and distribution of the offering to investors, in the form of specific and applicable regulation; (vii) integration of operations, in adherence to documents linked to the issuance of the security. It is not intended with these guidelines to replace specific normative provisions, and their application must take into account the particular situation of each public offering. In this context, the guidelines have the purpose of clarifying the expected actions of issuers and coordinators of public offerings of distribution of securities, and thus reduce uncertainties regarding the forms considered adequate by the SRE for the purpose of complying with the applicable regulation, as well as any risks that may affect the capital market.

From the Structuring and Issuance of a Public Offering

The offering party is responsible for the sufficiency, truthfulness, accuracy, consistency, and currency of the offering documents and other information provided to the market during the public distribution offering, as determined in Article 24 of CVM Resolution No. 160/2022. For this purpose, we recommend the formalization and adoption of the following procedures by the offering party:

a. Provide a legal opinion on the structure of the offered security, prepared by a professional hired to advise legally on the structuring of the operation. This document must be issued, dated, and signed with a signature recognized in a notary office or digital signature accepted by the SRE, according to section “1.10 Digital Signature”. b. Provide appraisal and technical expertise reports on real estate, crops, among other assets and rights linked to the operation, prepared by a qualified and specialized professional in the activity, and this report must be issued, dated, and signed with a signature recognized in a notary office or digital signature accepted by the SRE, according to section “1.10 Digital Signature”.
c. Ensure the existence and validity of the guarantees linked to the offering, as well as their proper constitution and formalization.
d. When provided, ensure the constitution of a fiduciary regime over the credit rights and assets that underlie and/or guarantee the offering, indicating it in the relevant documentation for the operation. e. Analyze and disclose any conflicts of interest to investors for investment decision-making. f. Ensure that the financial assets linked to the operation are registered and updated in entities administering organized markets or registrars of credits authorized by the Central Bank of Brazil, in accordance with the applicable norms for each asset and the information provided in the relevant documentation for the operation.

From the Distribution and Integration of the Public Offering

The lead coordinator must take all precautions and act with high standards of diligence, responding for lack of diligence or omission, to ensure that the information provided by the offering party, including any eventual or periodic information contained in the issuer's registration update with the CVM and those contained in the economic and financial feasibility study of the undertaking, if applicable, are sufficient, true, accurate, consistent, and current, allowing investors to make an informed decision regarding the offering, as required in § 1 of Article 24 of CVM Resolution No. 160/2022. For this purpose, we recommend the formalization and adoption of the following procedures by the coordinator:

a. Formalize the provision of services contracted for the distribution of the public offering of securities. b. Evaluate: (i) the consistency of documents delivered by the issuer of the security; (ii) the assets and/or rights used as collateral and guarantees for the operation, prior to issuance; and (iii) the financial aspects of the operation regarding its risks, possibility of fraud, and any restrictions on assets or rights used as collateral and/or guarantees in the offering. We recommend that this analysis be formalized in a document dated and signed with a signature recognized in a notary office or digital signature accepted by the SRE, according to section “1.10 Digital Signature”, by the respective responsible persons at the coordinator, within the limits of their duties.

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Based on item I of Article 13 of CVM Resolution No. 161/2022, coordinators must disclose any conflicts of interest to investors, related to the structuring and distribution of the offering. To ensure compliance with the provisions of current regulation, we advise that the coordinator perform diligence on any existing conflicts of interest, and that the result of the analysis be disclosed to investors through the offering documents, with proof of this disclosure being desirable. The coordinator must ensure the existence and sufficiency of the procedures adopted in the control and subscription of public distribution offerings of securities to comply with the determinations provided in Articles 59, 61, § 2, and 65 of CVM Resolution No. 160/2022. To ensure compliance with the cited provisions, we advise that all consultations, powers of attorney, and negotiations carried out through the coordinator's distribution channels, for example, operational platform, mobile application, email, phone, in-person, among others of this nature, be formalized and verifiable, containing at minimum information on: (i) the identification of the offering (type, series, class, quantity, and value); (ii) the date of the investor's consultation or request; (iii) the name of the investors; (iv) the CPF or CNPJ number; (v) the decision regarding the offering; and (vi) the adequacy of the client's investment profile, in accordance with the applicable regulation. The formalization of procedures with the preparation of documents dated and signed with a recognized signature or digital signature aims to ensure the effective execution of the procedures when they are due (before or during public offerings) and allow for the respective proof of this practice. In this way, it seeks to curb the untimely non-execution of these procedures and the ex post production of documents when demanded by the SRE's inspection.

5.2. Fiduciary Agent

In 2022, CVM Resolution No. 24/2022 was issued, amending the CVM's Internal Regulations.
Activities related to Fiduciary Agents, from the publication of the new Statute, passed to the competence of the Superintendence of Securitization Supervision – SSE, which may, if necessary, publish a Circular Letter providing general guidance on procedures related to the topic.
Notwithstanding this, regarding the Recommended Procedures for the fiduciary agent for the adequate exercise of the duties listed in Article 11 of CVM Resolution No. 17/2021, in light of its primary function as a gatekeeper, within the scope of distribution, as well as throughout the life of securities representing debt.
Special attention is given to procedures related to the verification of guarantees provided regarding securities distributed publicly or admitted to trading in an organized market.
It is emphasized that the application of the practices described here must always be conditioned to the analysis of concrete situations. Finally, there is no intention to exhaust the procedures that must be adopted by fiduciary agents in their duty of diligence.

In this sense, in their duty to act with care and diligence, the fiduciary agent must not limit itself to the documents provided by the issuer and declarations presented. It must also seek all documents that can prove the completeness, absence of flaws, and defects of the information presented in the debenture deed, securitization term, or equivalent instrument.
Regarding the assets given as collateral, the fiduciary agent must verify, in addition to the declared value and possible appraisal reports hired by the issuer or third parties, seeking to verify the plausibility of the indicated value (for example, market values and history of these assets). In this sense, if deemed necessary, the fiduciary agent must, even so, hire new appraisals of the assets given as collateral. Especially, in the case of real guarantees, the fiduciary agent must attest whether the issuer actually possesses rights over the object of the guarantee. Furthermore, the fiduciary agent must ascertain whether the guarantee provided by the issuer is capable of achieving its objective of additional security, exercising an independent role regarding the performance risk of the investment represented by the distributed security. Possible risks must be duly stated in the debenture deed, securitization term, or equivalent instrument.

Annual Circular Letter 2026 CVM/SRE

Annual Circular 2026 CVM/SRE

2.1.6. Duty to Adapt the Investor Profile

2.1.7. Distribution Contract

2.1.8. Allocation Conducted by the Administrator of an Organized Market Entity (Article 59)

2.1.9. Precedent Conditions for the Realization of the Offering

2.1.10. Offerings Not Subject to Public Offering Regulation - "Safe Harbor"

2.1.11. Distribution Plan

2.1.12. Registration in Notary of Acts of Investment Funds

2.1.13. Dissemination of Deliberative Acts and Debenture Deeds

2.2. Best Practices in the Conduct of the Ordinary Registration Ritual Process

2.2.1. Deliberative Acts

2.2.2. Voluntary Alterations

2.2.3. Use of Alternative Writings

2.2.4. Naming of Submitted Files

Annual Circular 2026 CVM/SRE

2.8.6.7. Composition of Share Capital

2.8.6.8. Relationships and Conflicts of Interest

2.8.6.9. Securities Distribution Contract

2.8.6.10. Statistical Information on Credit Rights – Corporate CRs

2.8.6.11. Information on Debtors or Co-obligors

2.9. Preparation of Advertising Material and Advertising in General

2.9.1. Recommendations for the Preparation of Written Advertising Material

2.9.2. For Audio and Video Materials

2.9.3. Other Important Information

Lineage: In force