Circular Letter CVM/SNC/SEP 02/26 of August 27, 2026

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Teixeira da Silva, nº 217, 8º and 9º floors - Paraíso - São Paulo/SP - ZIP: 04002-905 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2026/CVM/SNC/SEP Rio de Janeiro, on the date of signature. To the Investor Relations Director and Independent Auditor Subject: Clarifications on the application of CVM Resolution No. 244/2026, which amended CVM Resolution No. 193/2023. Dear Sir/Madam,

1. The purpose of this Circular Letter is to clarify the effects of the amendments made by CVM Resolution No. 244/2026 to CVM Resolution No. 193/2023, especially regarding the disclosure of the sustainability-related financial information report prepared based on the standard issued by the International Sustainability Standards Board (ISSB), internalized in Brazil by the Brazilian Sustainability Pronouncements Committee (CBPS) and approved by CVM Resolutions No. 217/2023 and 218/2023.
2. The clarifications arise from inquiries received by the Superintendence of Accounting and Auditing Standards (SNC) and the Superintendence of Corporate Relations (SEP) regarding, among other topics, the scope of application of CVM Resolution No. 193/2023, the use of voluntary disclosure frameworks, the effects of the amendments made by CVM Resolution No. 244/2026 on previously existing criteria, the continuity of disclosures, and the interpretation of certain provisions of the regulation.
3. In order to provide greater transparency and uniformity in understanding the matter and facilitate the proper application of the regulation by market participants, the technical areas consolidate, below, the guidelines on the doubts submitted to the CVM.
   I. Scope of CVM Resolution No. 193/2023
4. Pursuant to art. 1 of CVM Resolution No. 193/2023, the “sustainability-related financial information report” is one prepared based on the international standard issued by the ISSB, as internalized in Brazil by the CBPS. CVM Resolution No. 193/2023 specifically regulates the disclosure of this report, whose characterization presupposes full observance of this standard and the
   Circular Letter 5 (2808146) SEI 19957.014302/2026-31 / pg. 1 presentation of an explicit and unreserved statement of compliance.
5. Sustainability reports prepared based on other methodologies, such as the Global Reporting Initiative (GRI) standard or other frameworks, do not fall within the scope of the report regulated by CVM Resolution No. 193/2023 and, consequently, are not subject to the requirements of that Resolution.
6. As of the issuance of CVM Resolution No. 244/2026, however, its art. 3 began to cover reports containing sustainability-related financial information presented as if prepared in accordance with the CBPS/ISSB standard. Its scope also covers situations that use terms such as “inspired by,” “with reference to,” “based on,” or others that may indicate full or partial observance of this standard. In these cases, the applicable requirements of CVM Resolution No. 193/2023 must be observed.
7. The CVM technical areas understand that the preparation of a report based on a framework other than CBPS/ISSB, even if it contains information, metrics, or methodologies also contemplated by that standard, does not, in isolation, constitute non-compliance with art. 3 of CVM Resolution No. 244/2026. The presence of elements common to CBPS/ISSB, by itself, is not sufficient to trigger the application of CVM Resolution No. 193/2023. However, the form and content of presentation of such information must be considered in the analysis of the specific case. In particular, its integration or connectivity with financial statements, associated with other elements indicative of observance of the CBPS/ISSB standard, may characterize disclosure subject to CVM Resolution No. 193/2023, if the company does not indicate which framework is being used as the basis for the presentation.
8. Different sustainability information disclosure frameworks may contain requirements common to CBPS/ISSB, and the same information may be used for different purposes, depending on the adopted framework and the target audience. The entity, however, must not present this information in a way that suggests or induces users to conclude that the document is in compliance with the CBPS/ISSB standard when all its requirements have not been observed.
9. To assess whether a particular disclosure triggers the regime regulated by CVM Resolution No. 193/2023, for the purposes of art. 3 of CVM Resolution No. 244/2026, the name and purpose of the document, the adopted framework, and the form of presentation of the information, including any connectivity with the financial statements, must be considered together.
   II. Partial disclosure or with reference to the CBPS/ISSB standard
10. The disclosure of information, metrics, disclosure structures, or other elements derived from the CBPS/ISSB sustainability-related financial information standard cannot be used to circumvent the requirements applicable to the preparation of the report provided for in CVM Resolution No. 193/2023.
11. The disclosure of information required by the CBPS/ISSB standard must not suggest or induce the understanding that the entity has observed this standard without all the respective requirements having been effectively met, as required by CVM Resolution No. 193/2023, regardless of the document in which they are disclosed.
12. In this regard, item 72 of CBPS 01 states:
    “An entity whose sustainability-related financial disclosures comply with all the requirements of the CBPS Sustainability Disclosure Pronouncements shall make an explicit and unreserved statement of compliance. The entity shall not describe sustainability-related financial disclosures as being in compliance with the CBPS Sustainability Disclosure Pronouncements unless they comply with all the requirements of the Sustainability Disclosure Standards.” Circular Letter 5 (2808146) SEI 19957.014302/2026-31 / pg. 2
13. Expressions such as “aligned with the CBPS/ISSB standard,” “based on the CBPS/ISSB standard,” “inspired by the CBPS/ISSB standard,” “developed considering the CBPS/ISSB standard,” or similar formulations should not be used to convey to users a mistaken or non-objective perception about the full observance of the respective requirements. The IFRS Foundation has highlighted the risks associated with disclosures presented as “aligned,” “based on,” “inspired by,” or developed with reference to the ISSB standard, especially when there is no full observance of the requirements.
14. Any disclosure of sustainability-related financial information that refers to the CBPS/ISSB standard or implies its use must fully observe the requirements of CVM Resolution No. 193/2023 and be accompanied by an explicit and unreserved statement of compliance with the respective standards. For the purposes of art. 3 of CVM Resolution No. 244/2026, references to the CBPS/ISSB standard that suggest compliance or observance should not be used when all its requirements have not been fully met.
    III. Effects of CVM Resolution No. 244/2026 on previous voluntary adhesions
15. The CVM technical areas understand that the commitment to the continuity of information presentation, as regulated by CVM Resolution No. 244/2026, does not apply to companies that have already disclosed the report, or that may still disclose it in 2026, under the requirements of CVM Resolution No. 193/2023 in force before the issuance of CVM Resolution No. 244/2026.
16. The new informational regime established by CVM Resolution No. 244/2026 applies to companies that choose to disclose the sustainability-related financial information report for the fiscal year beginning on or after January 1, 2026.
17. Thus, the manifestation of voluntary adherence made before the issuance of CVM Resolution No. 244/2026 does not obligate the company to maintain the disclosure in subsequent fiscal years, unless it continues to disclose the information based on fiscal years beginning on or after January 1, 2026.
18. Companies that, before the issuance of CVM Resolution No. 244/2026, manifested voluntary adherence to the disclosure of sustainability-related financial information, including through market disclosure, may decide not to proceed with such disclosure. In this case, observance of §§ 4 and 5 of art. 1 of CVM Resolution No. 193/2023, as amended by CVM Resolution No. 244/2026, is not necessary.
    IV. Deadline for voluntary disclosures related to fiscal years prior to 2026
19. For voluntary disclosures of sustainability-related financial information referring to fiscal years prior to 2026, the deadlines provided for in CVM Resolution No. 193/2023 before the issuance of CVM Resolution No. 244/2026 remain applicable.
20. An entity that decides to disclose sustainability-related financial information referring to the fiscal year beginning on or after January 1, 2025, must do so by the end of the ninth month following the end of that fiscal year. For entities whose fiscal year ended on December 31, 2025, for example, the disclosure must be made by September 30, 2026.
21. The amendments made by CVM Resolution No. 244/2026 do not reduce the disclosure deadlines applicable to entities that adhered to the regime under the previous wording of CVM Resolution No. 193/2023. For disclosures referring to the fiscal year beginning on or after January 1, 2025, the deadlines provided for in the previous wording remain applicable. The new provisions apply to information referring to fiscal years beginning on or after January 1, 2026.
    Circular Letter 5 (2808146) SEI 19957.014302/2026-31 / pg. 3
    V. Flexibilities applicable to initial adoption
22. The revocation of art. 3 of CVM Resolution No. 193/2023 does not eliminate the extension of the flexibilities (reliefs) previously provided for companies that voluntarily adhered to the disclosure of the report based on the fiscal year beginning on or after January 1, 2024, or January 1, 2025. In this case, these companies that opted for voluntary adoption under the previous regime may use the flexibilities under art. 3 of CVM Resolution No. 193/2023 before the issuance of CVM Resolution No. 244/2026.
23. The previous wording allowed companies that opted for voluntary adoption under the previous regime to use the flexibilities established in the standards until the first year of mandatory adoption, which corresponded to fiscal years beginning on or after January 1, 2026. Although CVM Resolution No. 244/2026 revoked this mandatory nature and made disclosure optional, with effects from January 1, 2026, the technical areas understand that companies that opted to disclose based on the previous regime may use the flexibilities until the 2026 fiscal year (which corresponded to the first year of mandatory adoption in the wording of RCVM 193/2023, before RCVM 244/2026). If the extended use of flexibilities is opted for, as established by the previous regime of CVM Resolution No. 193/2023, the company must disclose, in an explanatory note, that its use implies non-compliance with CBPS/ISSB standards, which must be reflected in the statement of compliance.
24. For companies that disclose the report under the new regime of CVM Resolution No. 244/2026, the flexibilities must be used as provided in the standard, that is, only in the fiscal year of initial adoption.
25. The flexibilities provided in the CBPS/ISSB standard itself must be distinguished from the regulatory discipline previously established in art. 3 of CVM Resolution No. 193/2023. The revocation of this article eliminated the regulatory rule that linked the use of flexibilities to the transition between voluntary adoption and mandatory adoption, but it did not eliminate the flexibilities provided in the CBPS and ISSB pronouncements, which remain subject to their respective requirements and conditions of use.
26. Consequently, the revocation of art. 3 does not affect the availability of the reliefs provided in the CBPS/ISSB standard. For those who have already disclosed or will disclose based on the previous regime, the extension of the use of flexibilities beyond the first year of adoption remains, under the terms of that regime. For those who disclose based on the new regime, the first fiscal year of adoption must be observed, as provided in the CBPS/ISSB standard.
    VI. Justification for the option not to file the sustainability-related financial information report in accordance with CVM Resolution No. 193/23
27. Pursuant to the sole paragraph of art. 3 of CVM Resolution No. 193/2023 (as amended by CVM Resolution No. 244/26), as of January 1, 2027, publicly traded companies that choose not to file the sustainability-related financial information report must justify this option through a market announcement, disclosed by the date of filing of the annual financial statements with the CVM.
28. The justification must describe the reasons considered by the Management for the decision not to file the sustainability-related financial information report. The technical areas understand that this disclosure must contain sufficient information for investors and other users to understand the criteria and factors that underpinned the Management's decision, considering the specific circumstances of the company. For this purpose, the company may consider, as applicable, non-exhaustive information relating to:
    a) the main criteria and factors that motivated the decision; b) the Management's understanding of the relevance of the information and the assessment of the limitations or challenges identified for the preparation of the sustainability-related financial information report; c) measures or initiatives underway related to the company's preparation for eventual future disclosure; and d) any other elements considered relevant by the Management for understanding the decision.
29. The justification must reflect the reasons effectively considered by the Management and be presented clearly, objectively, and consistently with the relevance of the decision communicated to the market. Generic or merely conclusive justifications may reduce the usefulness of the information for investors and other users when they do not allow for an understanding of the grounds for the adopted option.
30. The objective of the disclosure is to provide transparency regarding the reasons that underpinned the company's decision, allowing investors and other users to understand the context in which it was made and to assess the possible impacts of the availability of sustainability-related information.
    Sincerely,
    FÁBIO PINTO COELHO
    Superintendent of Accounting and Auditing Standards FERNANDO SOARES VIEIRA Superintendent of Corporate Relations Circular Letter 5 (2808146) SEI 19957.014302/2026-31 / pg. 5 Sincerely, Document electronically signed by Fabio Pinto Coelho, Superintendent, on 08/26/2026, at 18:28, based on art. 6 of Decree No. 8,539, of October 8, 2015.
    Document electronically signed by Fernando Soares Vieira, Superintendent, on 08/27/2026, at 10:43, based on art. 6 of Decree No. 8,539, of October 8, 2015.
    The authenticity of the document can be verified on the website https://sei.cvm.gov.br/conferir_autenticidade, by entering the verification code 2808146 and the CRC code 05487B52.
    This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2808146 and the "Código CRC" 05487B52.
    Reference: Process No. 19957.014302/2026-31 SEI Document No. 2808146 Circular Letter 5 (2808146) SEI 19957.014302/2026-31 / pg. 6