Circular Letter CVM/SIN 05/20

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

Circular Letter No. 5/2020/CVM/SIN
Rio de Janeiro, March 9, 2020

To
Administrators of real estate investment funds regulated by CVM Instruction No. 472

Subject: New Electronic Platform for Remote Voting of Real Estate Investment Funds

Dear Administrators,

This Circular Letter aims to inform that, starting from 9/3/2020, B3 will provide administrators of real estate investment funds and custodians with services associated with the exercise of the right to remote voting, in accordance with CVM Instruction 472, through the electronic platform Corporate Intelligence Center (“CICORP”).

B3’s initiative will promote greater universalization of investors’ access to governance provided for in regulation for real estate investment funds, enhancing, furthermore, the reach and effectiveness of this same governance. Additionally, it will expedite processes related to meetings and consultations carried out by funds, and guarantee greater security, control, and visibility for investors, as well as supervision by CVM over such corporate acts. Thus, the platform will allow:

1. for administrators: to insert and disseminate to the market, in an agile and standardized manner, information related to meetings, including the remote voting bulletin;
2. for custodians: to forward information about meetings to investors under their responsibility and transmit their respective voting manifestations to B3’s Depository Center; and
3. to B3’s Depository Center: to make available to administrators, prior to the holding of the meeting, the voting map related to voting manifestations received through the electronic platform itself.

Below, we describe the main functionalities, innovations, and operational form associated with the system:

1 Access and Use of the System
To request access to CICORP, the administrator must contact B3’s Participant Registration Center via email cadastro@b3.com.br and/or phone 11-2565-5070.

2 Operational Procedures Applicable to the Remote Voting Process in the B3 Environment The registration of meetings will be carried out by fund administrators through CICORP, the platform available at https://cicorp.bmfbovespa.com.br. The details of the procedures to be performed by the administrator in CICORP will be described in a Circular Letter to be released by B3.

3 Dissemination of Meetings (Voting Bulletin)

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

After the registration of the meeting or any alteration in its data in CICORP, the remote voting bulletin will be made available to the market automatically through the Fundos.Net System.

4 Dissemination of the Voting Map
During the voting period in the B3 Depository Center environment, the administrator may access, via CICORP, under “Voting Map”, option “Consult”, the following information:

• analytical map of compiled voting instructions – a spreadsheet report with CPF/CNPJ and voting instruction for each deliberation; and
• synthetic map of voting instructions – a spreadsheet report with the total approvals, rejections, or abstentions for each deliberated matter, considering only the total balance available in B3’s Depository Center on the date entered as “meeting convocation”.

To make the consolidated remote voting map available to the market, the administrator must add to the synthetic map of voting instructions any manifestations received directly by the administrator, as well as alterations or manifestations received on the day of the meeting, and forward the referred map, through the Fundos.Net System, selecting the category “Meeting”, then the type “AGE” or “AGO” and the species “Consolidated map of remote voting”.

5 Other Clarifications
The information contained in this letter must be brought to the attention of the teams responsible for sending information through the Fundos.Net System.

We remind you that administrators must maintain the means for voting already used by unitholders who do not have units deposited in B3’s Depository Center.

On the other hand, the understanding of this technical area regarding the use of the system, in light of CVM Instruction No. 472, is that the new system represents an additional alternative means available to fund administrators for holding meetings and associated acts, without its system representing non-compliance with regulatory requirements in any aspect.

Without prejudice to the above, we also understand that, in the interpretation of this technical area regarding the provision of Article 1 of CVM Instruction No. 555 (c/c Article 19, § 2nd, of CVM Instruction No. 472), the application of the provisions of §§ 2nd and 3rd of Article 10 of that Instruction is appropriate for real estate investment funds, regarding the possibility of using electronic means and the worldwide computer network for any communications with the fund’s investors, in order to enhance the use of the tool made available by B3.

For real estate investment funds that do not have provision in their regulations for the use of electronic means of dissemination or communication with their unitholders, the interpretation of this technical area is that the administrator may promote the necessary adaptations to the document

COMMISSION OF SECURITIES AND EXCHANGE
Sete de Setembro Street, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br

independent of general meeting, based on the provision of Article 47, I, of CVM Instruction No. 555, also applicable to real estate investment funds by virtue of Article 1 of that Instruction.

Additional clarifications about the new platform can be obtained from the Board of the Central Depository of Assets and Registration of Operations of the Over-the-Counter Market of B3, by phones 11-2565-4171, 11-2565-4268, or by email controledeproventos@bvmf.com.br.

Sincerely,

Digitally signed by
DANIEL WALTER MAEDA BERNARDO
Superintendent of Institutional Investor Relations