CIRCULAR LETTER NO. 01/2017/CVM/SRE

Rio de Janeiro, March 06, 2017.

SUBJECT: General guidelines on procedures to be observed by issuers and intermediaries in public offerings of securities.

Dear Director,

The main objective of this Circular Letter is to guide securities offerors and intermediary institutions on how to best comply with the regulations governing public offerings of securities. Guidelines are also presented regarding the interpretation and understanding of certain regulatory provisions and, consequently, their application, as adopted by the Securities Registration Superintendence - SRE.
Observing the recommendations listed below will contribute to minimizing potential deviations and, consequently, to reducing the need for the SRE to formulate requirements, as well as to allowing the activities of market participants to be carried out efficiently and swiftly, in favor of investor protection and market integrity.
This document consolidates the Circular Letters previously issued by the SRE, without, however, dispensing with the reading of applicable regulations, and updates to corporate and capital market legislation and CVM regulation, 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 activities. Any complements and adjustments will be incorporated into future versions of this Circular Letter, to be issued in the coming years.

Sincerely,

(signed original)

DOV RAWET
Superintendent of Securities Registration

Communication with the SRE.................................................................................................... 4
Calculation of deadlines............................................................................................................ 6
Inquiries from regulated entities (issuers, offerors, and intermediaries) ................................... 7
Requests for meetings with private parties........................................................................... 7
Requests for inspection and copies of administrative processes..................................................... 8
Request for access to information......................................................................................... 10
Request for confidentiality ............................................................................................. 10
Appeals against decisions or statements of understanding by the SRE ......................... 12
Term of Commitment.................................................................................................... 12
Inspection Fees for Registration of Distribution Offers or Public Tender Offers.................................... 13
Waivers of Registration Requirements for Public Offers............................................ 14
Setting of retail shares in public distribution offers.............................. 15
Setting the price of shares in an IPO below the published range. ................................... 16
Silence period – Art. 48, item IV of CVM Instruction No. 400/2003 ...................... 16
CAV Documentation..................................................................................................... 17
Rollover in CRA offers....................................................................................... 18
Portfolio administrator acting with a distributor ................................................... 19
Simplified procedure for registration of public offers - Agreement.................... 19
Cancellation of issuer registration - Public Tender Offer .................................................................. 20
Request for registration of Public Tender Offer ............................................................................................... 21
Interpretation of article 37, § 1º of CVM Instruction No. 361/02...................................... 22
System for receiving information from Offers with Restricted Efforts and Offers with
Waiver of Registration in a Single and Indivisible Batch................................................................. 23
Interpretation of art. 9º of CVM Instruction No. 476/09 (4-month period between
offers with restricted efforts).................................................................................................. 25
Treatment given to unitholders of funds that do not qualify as professional
investors in public offers with restricted efforts....................................................... 25
Risk-Based Supervision Plan – SBR............................................................... 26
Guidelines for the Preparation of the Prospectus and Other Public Distribution Offer Documents
........................................................................................................................... 27
26.1. General guidelines................................................................................................... 27
26.2. Guidelines for completing the Prospectus..................................................... 31
Advertising Material......................................................................................................... 42

1. Communication with the SRE

Customer service activities for offerors and intermediaries are divided within the SRE between the Registration Management Offices (GER-1 and GER-2), according to the securities issued, as shown in the table below:

Securities (offers)	Management Offices
Shares	GER-2
Sponsored and Non-Sponsored BDRs - Levels 1, 2, and 3	GER-2
DR Program - Levels 1, 2, and 3	GER-2
Subscription Warrants	GER-2
Bank Credit Notes - CCB	GER-2
Audiovisual Certificates - CAV	GER-2
Certificates of Deposit of Securities ("units")	GER-2
Structured Operations Certificates - COE	GER-2
Certificate of Additional Construction Potential – CEPAC	GER-2
Agricultural Receivables Certificates - CRA	GER-1
Real Estate Receivables Certificates - CRI	GER-1
Collective Investment Contract - CIC	GER-2
Crowdfunding	GER-2
Debentures	GER-2
National Cinematographic Industry Financing Fund - Funcine	GER-2
Mutual Fund for Investment in Emerging Companies - FMIEE	GER-2
Credit Rights Investment Fund - FIDC	GER-1
Non-Standardized Credit Rights Investment Fund - FIDC NP	GER-1
Investment Participation Fund - FIP	GER-2
Real Estate Investment Fund - FII	GER-2
Financial Notes	GER-2
Promissory Notes	GER-2
Public Offers for the Acquisition of Shares – OPA	GER-1

GER-3 handles enforcement for all SRE cases.

All documents to be sent to the SRE (including, for example, requests for offer and OPA registration, responses to letters, inquiries, etc.) must be sent to the CVM electronically.

To this end, the regulated entity can choose between two paths. The petition or response can be sent via the CVM website (Citizen Service System - SAC: document protocol), with all attachments or documents referenced in the petition. The documents must be recorded in non-editable PDF (Portable Document Format) format, in one file per document or attachment. Documents produced by the petitioner themselves must be sent in searchable PDF format.

The petition must list all attachments and identify them with a sequential number. The names of the files sent electronically must necessarily include the attachment number appearing in the petition and the name of the attachment, without exceeding 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.).

The limit for sending documents on the CVM website is 10 documents and 15 MB total per protocol. Documents that separately or collectively exceed 15 MB or that gather more than 10 items and, therefore, would need to be sent in more than one protocol, should preferably be registered directly at the CVM, on non-rewritable media.

The petition or response can also be registered physically at the CVM, accompanied by non-rewritable media (CD or DVD), which will contain all attachments or documents referenced in the petition (including the petition itself), respecting the guidelines set forth in the paragraphs above. The documents must be recorded directly in the root directory of the CD/DVD, without using an archive folder. These attachments should not be sent physically to the CVM.

SRE letters, in response to requests and inquiries, will be sent to the email address registered with the CVM by the regulated entity or to the email specifically indicated in the initial request for receiving responses.

The rules set forth in this Circular Letter do not apply to documents sent with a request for confidentiality, which must continue to observe existing norms (for example, art. 9º-A, sole paragraph, of CVM Instruction No. 361/02; art. 56, §§ 3º and 4º of CVM Instruction No. 480/09; art. 7º, § 1º of CVM Instruction No. 358/02) – see section 7 – “Request for confidentiality”.

2. Calculation of deadlines

In the calculation of deadlines, the rule established by article 66 of Law No. 9.784/99, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in the aforementioned processes is similar to that established by article 224, caput and §1º, of Law No. 13.105/2015.

Therefore, in the calculation of the deadline, the starting day must be excluded and the due day included.

In the event that the starting day or the due day falls on a day when the CVM headquarters (Rio de Janeiro) is not open, such as Sundays and national or municipal holidays, the term is extended to the next business day.

Additionally, as determined by article 23 of Law No. 9.784/99, process acts must be carried out on business days, during the normal working hours of the agency where the process is pending.

Thus, on dates when the CVM headquarters operates on a partial schedule, with closure before normal hours, deadlines will be extended until the next business day. On the other hand, when the CVM headquarters operates on a partial schedule and the business day ends at the normal hour, in accordance with article 66, paragraph 1º, of Law No. 9.784/99, this day will be considered in the pending deadline.

It should be noted that the protocol of documentation directed to the SRE or its respective Management Offices in a city other than its location, although admissible, does not affect the calculation of the deadline, which will continue to be governed by the location of the CVM headquarters (Rio de Janeiro).

Documents sent to the SRE via the CVM website (through the Citizen Service System - SAC / document protocol), when registered after 6:00 PM or on non-business days, will be considered as having been registered on the following business day. The practical effect of this is that the analysis deadline would start on the business day following the date of registration. That is, for example, if a certain document was registered at 7:00 PM on Wednesday, the registration date would be considered Thursday, and the SRE analysis deadline would start on Friday.

In the case where an offeror registers a series of documents for an offer, with the first registration made before 6:00 PM and the subsequent registrations made immediately and consecutively, ending after 6:00 PM, due to the size limitation of electronically forwarded files, the registration date, for the purpose of calculating the analysis deadline, will be that of the first registration. We remind you of our

guideline that documents exceeding 15 MB should, preferably, be registered directly at the CVM, on non-rewritable media.

3. Inquiries from regulated entities (issuers, offerors, and intermediaries)

Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 must be sent in writing, via protocol, by the legal representative to the SRE, with the identification of the regulated entity.

If the inquiry is made by legal representatives of the regulated entities, it must be accompanied by their respective powers of representation.

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

It should be highlighted 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 that do not require an in-depth analysis by the SRE, we recommend that they be sent via the email sreconsultas@cvm.gov.br.

Inquiries and complaints from investors and the general public, who are not directly regulated by the SRE, must be addressed to the Superintendent of Investor Protection and Guidance - SOI via the CVM website (through the Citizen Service System – SAC).

4. Requests for meetings with private parties

Requests to schedule meetings with organizational components of the CVM must be sent electronically, through the CVM's Internet page, selecting, for this purpose, the option AUDIENCE WITH PRIVATE PARTIES.

The regulated entity is advised to fill out the object of the audience as completely and in as much 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 audience refers. In this request, a clear specification of the subject to be discussed must be included.

It is also advisable for the regulated entity to contact the SRE by phone before scheduling the audience with a private party in the system, to verify schedule availability.

Confirmation of the scheduling is a prior condition for the realization of the audience. Meetings and audiences that have not been previously scheduled in the system will not be held.

5. Requests for inspection and copies of administrative processes

In accordance with paragraph 2º of article 8º of Law No. 6.385/76, all documents and records of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is assured by express legal provision.

Article 46 of Law No. 9.784/99 – which regulates the administrative process within the Federal Public Administration – must also be kept in mind, which guarantees interested parties the right to inspect the process and to obtain certificates or reprographic copies of the data and documents that comprise it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

In the case of an administrative process to investigate illegal acts and unfair practices that is preceded by an investigative stage, the confidentiality necessary for the elucidation of facts or required by public interest will be assured, as provided in paragraph 2º of article 9º of Law No. 6.385/76.

In 2005, the Autarchy regulated, through CVM Deliberation No. 481/05, the granting of inspection of records of administrative processes of any nature initiated within the scope of the CVM.

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

In accordance with paragraph 1º of article 3º of CVM Deliberation No. 481/05, the request must specify the requester's interest in obtaining access to the records, except when it concerns an accused in an administrative sanctioning process, in which case the granting of inspection will always be assured.

The granting depends on authorization from the head of the Superintendence responsible for conducting the administrative process or the Rapporteur, in case there is a pending appeal or decision by the Collegiate Body, and the postponement of the granting of inspection may be allowed in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the process.

Furthermore, processes initiated for the purpose of verifying the possible occurrence of violations of legal or regulatory norms whose supervision is incumbent upon the CVM will be conducted under confidentiality, 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 should be noted that the confidentiality 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 cases of confidentiality assured by express legal provision or for the defense of intimacy or social interest.

As stated in paragraph 2º of article 5º of CVM Deliberation No. 481/05, the provisions in the two paragraphs above, regarding processes for the investigation of irregularities, apply to complaints filed by investors and any other market participants, including regarding inspection requests made by them.

In administrative sanctioning processes, the accused will be admitted to the granting of inspection upon request directed: (i) to the Process Control Coordination – CCP, in processes governed by CMN Resolution No. 454/77; or (ii) to the Superintendence that initiated the process, until the eventual filing of an appeal to the Collegiate Body, in processes governed by CMN Resolution No. 1.657/89, or to the CCP, after the eventual filing of appeals to the Collegiate Body.

Inspection requests will be analyzed on a case-by-case basis, and in the event of denial of the request, the requesters may appeal to the CVM Collegiate Body, in accordance with CVM Deliberation No. 463/03.

According to article 3º, paragraph 3º, of CVM Deliberation No. 481/05, if the denial decision is issued by the Rapporteur, an appeal against his decision may be filed with the Collegiate Body, within a period of 5 (five) days, from the date the interested party is notified.

For approved requests, the processes will be made available at the Consultation Center – SOI/GOI of this Autarchy, with the indication of the availability period through a 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 “Access to Information Law” (see next section).

6. Request for access to information

The CVM, through CVM Deliberation No. 481/05, regulated the granting of inspection of records of administrative processes of any nature initiated within the scope of the CVM (see section 5).

Additionally, CVM Deliberation No. 710/13 establishes the procedures for access to information provided for in Law No. 12.527/11 (“Access to Information Law”), regulated by Decree No. 7.724/12, within the scope of the CVM.

In accordance with article 2º of the aforementioned Deliberation, the request for access to information must be made electronically on the CVM's page on the worldwide web, or physically, at the Citizen Information Service – SIC of the CVM, by filling out a Standard Form.

In the case of partial or total denial of access to information or failure to provide the reasons for the denial of access, the requester may file an appeal, within a period of ten days, counted from the notification 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 notification of the decision, to the President of the CVM (article 3º of CVM Deliberation No. 710/13).

As provided in article 4º of the aforementioned Deliberation, in the case of omission of a response to the request for access to information, the requester may file a complaint, within a period of ten days, to the General Superintendent. The deadline to file a complaint begins thirty days after the presentation of the request for access to information.

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

7. Request for confidentiality

In accordance with §2º of article 39 of CVM Instruction No. 400/03 and item VI of art. 10 of CVM Instruction No. 361/02, the SRE may request the sending of additional information and documents beyond those required by these Instructions. It may also request, from the offeror and/or the lead institution, clarifications on information and documents sent, granting them a deadline to comply with the request. Such information and documents will be considered public by the SRE.

As provided in article 9º-A of CVM Instruction No. 361/02, and in other CVM regulations, exceptional requests for confidential treatment of such information and documents must be accompanied by the presentation of the reasons why the offeror believes that their disclosure to the public would put the issuer's legitimate interest at risk.

The information subject to the confidentiality request must be sent in a sealed envelope, addressed to the Presidency of the CVM, with the word “Confidential” appearing on it, in accordance with the sole paragraph of art. 9-A of CVM Instruction No. 361/02.

In accordance with art. 57 of CVM Instruction No. 400/03, the offeror may request a confidential preliminary analysis, regarding offers carried out simultaneously in Brazil and abroad, which require registration with a capital market regulatory authority abroad.

The approval of such a request depends, among other things, on a memorandum of understanding being concluded between the CVM and the respective regulatory authority that must grant the registration abroad.

Along with the request, proof of payment of the inspection fee referred to in Law No. 7.940/89, in the amount due for the request for definitive registration, in cases where it is due, must be attached.

The offeror must commit to submitting the request for definitive registration to the CVM immediately after the preliminary analysis is concluded, and the deadlines provided for in arts. 8º and 9º of CVM Instruction No. 400/03 will apply to its analysis.

The confidential treatment of the preliminary analysis will cease immediately if the operation becomes public in other markets or if there is a leak of information about the offer in the country.

Appeals against decisions or interpretations of the SRE
CVM Deliberation No. 463/03 governs the procedures regarding appeals against decisions made by the CVM Superintendencies.
In accordance with the aforementioned Deliberation, the deadline to appeal to the Collegiate Body decisions issued by the CVM Superintendents is 15 (fifteen) days, counted from the date the interested party becomes aware of the decision. In practice, it is considered that awareness occurs on the date the email communicating the decision is sent. In exceptional situations where communication is made only via physical mail (post), awareness is deemed to occur on the date of receipt of the correspondence. There is no regulatory provision containing the hypothesis of extension of this appeal deadline. The Superintendent must, within 10 (ten) business days from receipt of the appeal, reform or maintain the appealed decision, and in the latter case, forward the process to the Collegiate Body even if they understood the appeal as untimely or inadmissible. The appeal will be received with devolutive effect. If there is a justified 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 and it is denied, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect. It is possible to request reconsideration of the Collegiate Body's decision, but only in the case of existence of error, omission, obscurity, or material inaccuracies in the decision, contradiction between the decision and its grounds, or doubt in its conclusion. The request must be forwarded to the Director who drafted the winning vote in the examination of the appeal, within 15 (fifteen) days.
Commitment Term
The Commitment Term may be entered into between the investigated or accused party and the Securities and Exchange Commission (CVM), at the CVM's discretion, observing the public interest, in accordance with paragraphs 5 to 8 of Article 11 of Law No. 6,385/76 and CVM Deliberation No. 390/01.
It should be highlighted initially that, according to paragraph 3 of Article 7 of CVM Deliberation No. 390/01, the presentation of a proposal for a commitment term will be admitted even in the preliminary investigation phase.
In the case of an administrative sanctioning process, Article 7 of CVM Deliberation No. 390/01 provides that the interested party wishing to enter into a Commitment Term must manifest this intention by the end of the deadline for presenting a defense, without prejudice to the burden of presenting such defense. They must also present the Complete Proposal for Commitment Term to the Coordination of Control of Administrative Processes – CCP, within 30 days after the presentation of the defense. According to Article 11, paragraph 5, of Law No. 6,385/76, the aforementioned proposal should not be forwarded in the name of the issuer, but rather by the investigated or accused party themselves. In exceptional cases, where it is understood that the public interest determines the analysis of a proposal for the entry into a commitment term presented outside the aforementioned deadline, such as those involving substantial compensation offers to those harmed by the conduct subject to the process and modification of the factual situation existing at the end of the aforementioned deadline, the Collegiate Body will examine the request, provided it is formulated before its decision in judgment. The Commitment Term suspends the ongoing administrative process, for the period stipulated for its compliance, and may be entered into at any time, however, it is recommended to present the intention as soon as possible, given the speed and procedural economy. Information regarding commitment terms, including those already entered into with the CVM, which can serve as examples for the presentation of proposals, is available on the CVM website on the internet, at the link “Administrative Sanctioning Processes – Commitment Terms”. Finally, it is worth highlighting that, according to Article 4 of the aforementioned Deliberation, the entry into a commitment does not imply confession regarding the matter of fact, nor recognition of the illicit nature of the conduct analyzed in the process that gave rise to it.
Registration Supervision Fees for Distribution or Public Tender Offers
The supervision fee on the registration of distribution (Table D) must be paid prior to the filing of the registration request.
Table D is available for consultation at:
http://www.cvm.gov.br/menu/regulados/taxasmultas/tabelas_taxa.html The Union Collection Guide (GRU) for payment of the supervision fee can be generated and printed at http://sistemas.cvm.gov.br/?GRUTaxa In case of underpayment, the difference must be paid, prior to the granting of the registration, plus a fine and interest calculated from the date of filing of the registration request. The calculation of charges can be done using the Calculation Tool available on the CVM website. The fee is calculated on the value of the offer registration. The calculation base includes the value of the basic lot offer and the supplementary lot. A fee must be paid for each registration requested/granted. Concurrent primary and secondary offers obtain distinct registrations and therefore must pay fees separately. Similarly, concurrent offers of different series of debentures, Real Estate Receivable Certificates (CRI), or Agricultural Receivable Certificates (CRA), must pay fees separately. In the case of series offered in the "communicating vessels" system, the calculation of fees must be done considering the maximum possible quantity to be registered in each series, including the supplementary lot. If a registration request for a BDR program is made concomitantly with the request for public distribution offer of BDRs, only the fee for distribution will be required, based on item 3 of Table D: "There will be no overlap or double charging of Supervision Fees".
Exemptions from Registration Requirements for Public Offers
CVM Instructions No. 400/2003 (distribution offers) and CVM No. 361/2002 (Public Tender Offers) provide for the possibility of exemptions from registration requirements, and even from the registration itself, in various ways. These exemptions are granted by the Collegiate Body of the Autarchy based on requests from offerors, which are previously analyzed by the SRE. In some cases, the CVM Collegiate Body delegated to the SRE the competence to grant exemptions from registration or requirements, according to the following Deliberations:

CVM Deliberation No. 476/2005 – Exemption from presentation of the Preliminary and Definitive Prospectus on the internet, under specific conditions; inclusion of the name and address of individual offerors in announcements of start and end of distribution; and prohibition of placement of securities with persons considered linked to the offer with excess demand;
CVM Deliberation No. 533/2008 - Exemption from presentation of the economic-financial feasibility study.
CVM Deliberation No. 535/2008 – Exemption, for funds intended for a single investor and with prohibition of trading of their quotas in the public market, from the presentation of a legal opinion from a lawyer, in accordance with art. 7, § 1, of CVM Instruction No. 444/06; from presentation and updating of prospectus, in accordance with arts. 8, 25 and 34, of CVM Instruction No. 356/01; from verification of the backing of receivables by the custodian, in accordance with art. 38, item I, of CVM Instruction No. 356/01; and from non-inclusion of origin processes and description of collection mechanisms, in accordance with art. 24, X, (b) and (c), of CVM Instruction No. 356/01.
CVM Deliberation No. 734/2015 – Exemption, in Condo-hotel offers, from offer registration and registration requirements, under specific conditions.
CVM Deliberation No. 751/2016 - Exemption from minimum or maximum limit of shares to be acquired, in a Public Tender Offer formulated by a controlling shareholder of a company listed in a special trading segment of securities.
CVM Deliberation No. 756/2016 - Exemption from procedures and formalities proper to be followed in public offers for acquisition of shares as dealt with in the caput of art. 34 of CVM Instruction No. 361/02 (adoption of differentiated procedure), as well as to authorize the formulation of a single public offer for acquisition of shares, aiming at more than one of the purposes provided in the same Instruction (unification of Public Tender Offer).

Setting of Retail Tranches in Public Distribution Offers
In public distribution offers of securities where the bookbuilding and reservation acceptance procedures are used and where tranches are established intended for non-institutional investors, to ensure fair and equitable treatment to all investors, the SRE recommends that a maximum limit for reservation per investor be established, equivalent to the minimum necessary value of financial investments established for the characterization of a qualified investor (currently R$ 1 million), or, alternatively, guarantee the use of this limit as a base in case of need for pro-rata allocation. In the event of a request for exemption from the requirement corresponding to the prohibition of placement of securities with persons considered linked to the offer, in the case of distribution with excess demand greater by one third than the quantity of securities offered (art. 55 of CVM Instruction No. 400/03 and item ‘c’ of CVM Deliberation No. 476/05), without the establishment of maximum limits for reservation requests for the non-institutional investor tranche in the aforementioned amount, the SRE understands that the possibility of favoritism and use of information to obtain undue advantage by the linked person will not be mitigated, and therefore, the aforementioned exemption will not be granted.
Setting of Share Prices in IPOs Below the Disclosed Range.
The CVM Collegiate Body, in a meeting on 05/22/2012, deliberated that in initial public distribution offers of shares (IPO), in the event of price setting at a value lower than 20% of the disclosed price range, the offer coordinators must make immediate disclosure of the occurrence in the announcement of the start of the IPO, in a prominent place, and give retail investors the possibility to withdraw from the IPO. The SRE understands that, in this case, the same procedures and deadlines provided for in the caput and sole paragraph of art. 27 of CVM Instruction No. 400/03 must be used, proceeding with immediate disclosure of the information by means at least equal to those used for the disclosure of the offer itself, and direct communication to investors who have already adhered to the offer. The IPO offer prospectus must contain, in the appropriate sections, clear information about the procedure that will be adopted on the day of publication of the offer start announcement, in case of price setting at a value lower than 20% of the disclosed price range, including a specific risk factor.
Silence Period – Art. 48, item IV of CVM Instruction No. 400/2003
The issuer, the offeror, and Intermediary Institutions must refrain from making statements in the media about the offer or the offeror during the period of the offer.
We alert that any statement in the media about the offer is prohibited, including the advance disclosure of the result of the bookbuilding process.
The occurrence of statements in the media may result in the suspension of the offer, regardless of eventual investigation of responsibilities in a sanctioning nature procedure.
CAV Documentation
Companies issuing Certificates of Investment for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematic works (“CAV”) are obliged, by virtue of the provisions of Articles 24 and 25 of CVM Instruction No. 260/97, to make certain Periodic and Occasional Information available to the CVM. In accordance with art. 24 of CVM Instruction No. 260/97, CAV issuing companies must prepare by the 10th (tenth) day of the month following the reference month, a monthly report on the integration of quotas (“IMA Report”) and a report on the evolution of the project (“IFA Report”), according to the forms contained in Annexes I and II of the aforementioned Instruction. In accordance with art. 25 of CVM Instruction No. 260/97, once the project is concluded, CAV issuing companies must prepare and disclose, semi-annually, a report containing information regarding the earnings resulting from the commercialization of the project (“ISA Report”), according to the form contained in Annex III of the aforementioned Instruction. Each IMA, IFA, or ISA Report must be sent to the CVM in a digital file, individualized by period of competence (month for IMA Report and IFA Report and semester for ISA Report). The names to be used for the files corresponding to each report must follow the pattern below:
IMA Report: CAV-XXXX-NNN-IMA-YYYY-MM
IFA Report: CAV-XXXX-NNN-IFA-YYYY-MM
ISA Report: CAV-XXXX-NNN-ISA-YYYY-MM-YYYY-MM
Where:
XXXX-NNN corresponds to the year and sequential number of the CAV registration number YYYY corresponds to the reference year of the report MM corresponds to the reference month of the report YYYY-MM corresponds to the year-month of the start of the reference semester YYYY-MM corresponds to the year-month of the end of the reference semester
Revolvency in CRA Offers
CRA offers that contain the possibility of revolvency of the credit rights that make up their backing must observe the necessary requirements listed by the SRE in accordance with Memorandum No. 51/2015-CVM/SER/GER-1 and which were corroborated by the CVM Collegiate Body in a Decision dated 08/25/2015, within the scope of CVM Process No. RJ-2015-6419, namely:
(i) the credit rights of agribusiness originally linked to the CRA must have an amount that supports the remuneration (principal + interest) provided for the CRA and a maturity date prior to that of the aforementioned titles, which must be duly identified in the Securitization Term, complying even with what is prescribed in art. 40 of Law No. 11,076/04 and item 2.1 of Annex III of CVM Instruction No. 414/04, the latter insofar as applicable; (ii) from the Securitization Term and the other instruments that accompany the offer (Prospectus, inclusive) must clearly state the provision for revolvency of the credit rights originally linked and the methodology to be adopted in such revolvency procedure, including the eligibility criteria for the new credit rights; (iii) the flow arising from the credit rights originally linked to the respective CRA series must be used to acquire new credit rights that will be linked in an amount and term compatible with the payment of the CRA (principal + interest); (iv) the portion not eventually used for the acquisition of the new credit rights must be used for proportional payment of extraordinary amortization of the CRA; (v) if there is effectively the revolvency of the agribusiness credit rights, in any quantity, the Securitization Term must be amended, so that it continues to contemplate the information required by art. 40 of Law No. 11,076/04 and item 2.1 of Annex III of CVM Instruction No. 414/04, the latter insofar as applicable; (vi) the CRAs must be intended exclusively for qualified investors, thus defined in accordance with art. 9º-B of CVM Instruction No. 539/13, by analogy with CRI operations, for which fewer formalities will be required, in accordance with the new wording of art. 6 of CVM Instruction No. 414/04; and (vii) there must be the constitution of a separate patrimony integrated by the totality of the agribusiness credit rights linked to the respective series of CRAs offered, with the appointment of a fiduciary agent, observing what is prescribed in arts. 9 to 16 of Law No. 9,514/97.
Portfolio Administrator Acting with Distributor
The portfolio administrator of securities, a legal entity, may also act in the distribution of quotas of investment funds of which it is administrator or manager, provided it complies with the dictates of art. 30 of CVM Instruction No. 558/2015.
The portfolio administrator that is not an institution authorized to operate by the Central Bank of Brazil cannot hire an autonomous investment agent, hire another institution, or lead a pool to distribute investment fund quotas.
In the case where the distribution takes place in an offer with restricted efforts, the communication about the start and end of the offer, in accordance with art. 7-A and art. 8 of CVM Instruction No. 476/09, must be sent via system, as per section 19 below, using the CVMWeb password of the distribution director indicated in the registration.
Simplified Procedure for Registration of Public Offers - Agreement.
The simplified registration procedure for public distribution offers is regulated by CVM Instruction No. 471/08.
Based on this instruction, an Agreement was established with ANBIMA to perform preliminary analyses and prepare technical reports regarding requests for registration of public distribution offers through the simplified procedure, of the following securities:
(i) debentures;
(ii) promissory notes;
(iii) shares of the same class and species of others already admitted to trading on a stock exchange or organized over-the-counter market; (iv) subscription warrants of the same class and species of others already admitted to trading on a stock exchange or organized over-the-counter market; (v) deposit certificates of shares of the same class and species of others already admitted to trading on a stock exchange or organized over-the-counter market; (vi) real estate receivable certificates; (vii) financial letters; and (viii) quotas of real estate investment funds. The adoption of the simplified procedure will be an option granted to institutions participating in ANBIMA, which may always opt for the use of the ordinary procedure directly with the CVM. In the case of real estate receivable certificates, the backings approved for analysis within the scope of the Agreement are: Typical lease contracts; Atypical lease contract (Built to suit); Real estate purchase and sale contract; Real estate purchase and sale promise contract; Financing contracts; and Real right of surface. The full text of the documents representing the Agreement is available on the CVM website (http://www.cvm.gov.br/convenios/index.html).
Cancellation of Issuer Registration - Public Tender Offer
We clarify that the request for cancellation of issuer registration must comply with what is prescribed in § 4 of art. 4 of Law No. 6,404/76, in CVM Instruction No. 361/02 and in Arts. 47, 48 and 50 of CVM Instruction No. 480/09, the company must be previously subject to a public tender offer for acquisition of shares (“Public Tender Offer”) for cancellation of registration, in accordance with the aforementioned legal provision. Art. 34 of CVM Instruction No. 361/02 provides, in specific cases, the possibility of carrying out a Public Tender Offer with a differentiated procedure, such as the exemption from some formalities required by the norm itself, but not the exemption from the Public Tender Offer effectively, whose obligation arises from a legal provision, as already manifested by the Collegiate Body of this Commission, in meetings dated 08/24/2004 and 11/17/2009, the latter within the scope of CVM Process No. RJ 2009-4470. The CVM must then manifest favorably to the non-realization of a Public Tender Offer only in the hypotheses where: (i) there is no legal provision for it; (ii) there are no holders of shares in circulation, as defined in art. 4º-A, § 2 of Law No. 6,404/76 and in item III of art. 3 of CVM Instruction No. 361/02; and (iii) in the event that there are shares in circulation, the unanimity of the holders of such shares declare that they waive the realization of a Public Tender Offer for cancellation of registration, either through an Extraordinary General Assembly, or through an individual declaration of these shareholders. In other cases, only the possibility of carrying out a public offer with the adoption of a differentiated procedure must be analyzed, in accordance with art. 34 of CVM Instruction No. 361/02, as well as compliance with the provisions of arts. 47 and 48 of CVM Instruction No. 480/09. Furthermore, it is worth noting that, for the purposes of cancellation of issuer registration in category A or B, if there are other securities in circulation other than shares and deposit certificates of shares, all conditions provided for in art. 47 of CVM Instruction No. 480/09 must be observed, regardless of whether such securities were or were not distributed publicly or admitted to trading in regulated markets, according to the vote of Director Pablo Renteria, which was accompanied by the CVM Collegiate Body in a meeting dated 06/14/2016, within the scope of CVM Process No. RJ-2015-4262. The cancellation of registration of a foreign issuer does not comply with CVM Instruction No. 361/02. According to the sole paragraph of art. 48 of CVM Instruction No. 480/09, a foreign issuer that sponsors a deposit certificate of shares program – BDR Level II or Level III and wishes to cancel its issuer registration must submit to the prior approval of the CVM the procedures for discontinuation of the program.
Request for Registration of Public Tender Offer
Regarding the registration requests for the modalities of mandatory Public Tender Offers (for cancellation of registration, by increase in participation, and by alienation of control) with ordinary procedure, the offeror must instruct the process, at minimum, with the documents provided for in Annex I of CVM Instruction No. 361/02. Furthermore, in any Public Tender Offer formulated by the target company, by the controlling shareholder, or by persons linked to them, provided it is not a Public Tender Offer by alienation of control, if the offeror foresees in the offer notice that it will opt to acquire up to 1/3 of the shares in circulation (item I of art. 15 of CVM Instruction No. 361/02), in the event that acceptance in the Public Tender Offer occurs by shareholders holding more than 1/3 and less than 2/3 of the aforementioned shares, the offeror must forward to the SRE a Demonstration of increase in participation of any shareholders of the control block of the company, since 09/05/2000, explicitly stating the form of acquisition, the price paid per share, the quantity acquired, and the date of acquisition, in addition to other information that the offeror deems necessary for the clear understanding of this CVM. If some of the documents or procedures ordinarily provided for by CVM Instruction No. 361/02 are subject to a request for exemption, the offeror must send a justification discriminating the provisions of the aforementioned Instruction from which it intends to exempt itself from observation.

In this sense, we emphasize that the choice of the differentiated procedure to be adopted in substitution for the one ordinarily provided for in the aforementioned Instruction is up to the offeror, and it is not up to the CVM to advise which is the best procedure for each case.

In accordance with CVM Deliberation No. 756/16, the SRE will review requests for the unification of Tenders (formulation of a single Tender aiming at more than one of the purposes provided for in CVM Instruction No. 361/02), as well as for the adoption of a differentiated procedure, provided that the same has already been the subject of a previous deliberation by the CVM Board within the scope of offers with similar characteristics. Otherwise, the request for the adoption of a differentiated procedure will be reviewed by the CVM Board.

We also highlight that on this Commission's website (www.cvm.gov.br), there are decisions of the CVM Board, as well as tender notices and appraisal reports of Tenders registered with a differentiated procedure, which can serve as a basis for any future request.

Interpretation of Article 37, § 1 of CVM Instruction No. 361/02

For the purposes of the calculation prescribed in §1 of art. 37, of the shares in circulation, as set forth in articles 15, item I, and 26 of CVM Instruction 361/02, the formula described below shall be considered, confirmed by the Board of the autarchy in a decision of December 27, 2011, within the scope of Administrative Process CVM RJ No. 2010/15144, Reg. 7310/2010:

L(1/3) = 1/3 (AC00 + AAC – ARC + AOPS) – AQ

Where:
L(1/3): 1/3 Limit provided for in articles 15, item I, and 26 of CVM Instruction 361; AC00: number of shares of the class or species in circulation from 09/05/00; AAC: additional number of shares of the class or species in circulation from 09/05/00, as a result of: capital increases with subscription of shares, share bonuses, alienation of shares by the company itself for treasury stock maintenance, and conversions of shares of another class or species into shares of the class or species for which L(1/3) is to be determined; ARC: number of shares of the class or species withdrawn from circulation from 09/05/00, as a result of: redemption, amortization or reimbursement, acquisition of shares by the company itself for treasury stock maintenance or cancellation, and conversion of shares of the class or species for which L(1/3) is to be determined; AOPS: number of shares of the class or species alienated from 09/05/00 by the controlling shareholder, by a person linked to him, or by other persons acting in concert with the controlling shareholder or a person linked to him, through secondary public distribution offers; AQ: number of shares of the class or species acquired by the controlling shareholder/linked person, since 09/05/00, through a Tender or other means.

Information Reception System for Offers with Restricted Efforts and Offers Exempt from Registration by Single and Indivisible Lot

In the case of distribution offers with restricted efforts, communications regarding the start and end of the offer must be sent to the CVM, in accordance with art. 7-A and art. 8 of CVM Instruction No. 476/09, in the form of annexes 7-A and 8 of the same Instruction.

Partial (semi-annual) communications must also be sent if the offers last longer than 6 (six) months.

In the case of offers exempt from registration by single and indivisible lot (art. 5, II, of CVM Instruction No. 400/03), the information is required in accordance with art. 5, §3 of the same Instruction.

The information must be provided by the lead intermediary institution of the offer.

All institutions part of the securities distribution system already have authorization to send information using the master password of the institution in CVMWEB (“director responsible for IN 505”).

Access will be made through the CVM page (www.cvm.gov.br): Systems Center, Public Offers, Offers with Restricted Efforts and Exemptions from Art. 5 ICVM 400 / Sending of Communications (via CVMWeb).

Authorization for the use of the Public Offers with Restricted Efforts System may be delegated at: Systems Center / CVMWEB / Account Administration / Delegation of Tasks.

The deadlines for sending information are:

In Offers with restricted efforts:

i. The Initial Form must be sent within 5 (five) business days, counted from the first inquiry to potential investors;
ii. The Final Form must be sent within 5 (five) days, counted from the end of the offer;
iii. If the public distribution offer with restricted efforts is not closed within 6 (six) months of its start, the Partial Form must be sent. While the offer is not closed, a new partial form must be sent every six months, with the accumulated placement data up to the sending.

In single and indivisible lot offers, the Final Form must be sent within 5 (five) days of the end of the offer.

Information sent with errors may be altered by the lead intermediary institution itself. Up to two alterations of each form sent may be made. Only the last form sent regarding each offer may be altered, that is, the form may only be altered while no subsequent form has been sent.

As stated in Circular Letter No. 02/2016/CVM/SIN/SRE, the administrator of an investment fund regulated by CVM Instruction No. 555/14 must inform all its public distribution offers of quotas through the CVMWeb System, noting that the information of the initial distribution is a requirement for the fund's registration status with this Commission to change to “in normal operation”. And, if the public distribution of quotas of closed-end investment funds is carried out with restricted efforts, the lead intermediary institution of the offer must provide the information provided for in articles 7-A and 8 of CVM Instruction No. 476/2009, in the form of its annexes 7-A and 8, through the information reception system for distribution offers with restricted efforts, available on the CVM portal. Thus, the information must be sent through both systems.

We have observed a significant number of communications sent with incorrect, duplicate, or incomplete information. We request that the information be checked before sending. Before sending a second communication, the accuracy of the previous communication must be verified and it may be altered if necessary.

We remind you that these communications are directed to the general public. The sending of incorrect information, even unintentionally, constitutes a serious violation of the rules and may generate an irregularity investigation procedure and eventual sanctioning process.

To communicate system errors, send an email to suporteexterno@cvm.gov.br.

Interpretation of art. 9 of CVM Instruction No. 476/09 (4-month period between offers with restricted efforts)

In the understanding of the SRE, corroborated by the Specialized Federal Prosecutor's Office, in the absence of prescription in law or regulatory norm through which different species of a certain security have been created, as occurs, for example, with shares (art. 15 of Law No. 6.404/1976) and debentures (art. 58 of Law No. 6.404/1976), the species will be unique and, thus, the provision of art. 9 of CVM Instruction No. 476/09 must be understood as referring to each of the securities listed in art. 1, §1 of the Instruction.

Thus, it is not possible to carry out offers with restricted efforts of different issuances or series of the same species of the same security without observing the 4 (four) month period between the offers, observing the exceptions provided for in the sole paragraph of art. 9.

Concurrent offers of different issuances, series or classes of the same species of the same security must collectively comply with the limits on the number of investors sought and subscribing investors set forth in art. 3, items I and II of CVM Instruction No. 476/09.

Treatment given to unitholders of funds that do not qualify as professional investors in public offers with restricted efforts

The understanding manifested in this section was the subject of Circular Letter No. 01/2016/CVM/SIN/SRE, of 05/16/2016.

Article 151 of CVM Instruction No. 555/14 allows “the maintenance and the making of additional investments, in funds for qualified investors, by unitholders who cease to qualify as qualified investors” established by CVM Instruction No. 554/14, provided that the conditions established therein are respected.

Similarly, article 152 of that Instruction provides for similar permission for unitholders of exclusive funds or “that require a minimum investment per investor of R$ 1,000,000.00” and who have also adapted “to the rules applicable to the category of professional investor”, as defined by CVM Instruction No. 554/14.

The interpretation of the technical areas is that unitholders of funds provided for under the conditions of articles 151 and 152 of CVM Instruction No. 555/14 may participate in public offers carried out based on CVM Instruction No. 476/09, even if they do not meet the qualification requirement required by that norm (as professional investors).

Also, the participation of investors in public offers with restricted efforts of quotas of funds in which they already invest and that meet the above provisions should not be considered in the limits of 75 unitholders sought; or of quota acquisition by 50 investors, to guarantee the right of priority in the acquisition of quotas in order to maintain proportionally their participations in the fund.

On the other hand, it is worth highlighting that the distribution of quotas of new investment funds, or even distributions of quotas of existing funds, but intended for new investors, must fully comply with the requirement provided for in article 2 of CVM Instruction No. 476/09, regarding the exclusive participation of professional investors.

Finally, it is worth informing the interpretation of the technical areas that, by virtue of the application of article 1 of CVM Instruction No. 555/14, the transitional rules provided for in articles 151 and 152 of that Instruction extend to investment funds regulated by other CVM Instructions.

Risk-Based Supervision Plan – SBR

Since 2009, the 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. 3.427/06 and regulated by CVM Deliberation No. 521/07, the regulator focuses its action on risks to the performance of its legal duties, seeking a more preventive than reactive approach.

The SRE, in its activity of supervising public distribution offers of securities and public acquisition offers of shares (Tender), carries out various actions to fulfill the legal mandates to protect investors against (i) irregular issuances of securities, (ii) unfair market practices and (iii) ensuring the public access to information about the securities offered.

Among these, we can cite:
a) Verification of information provided or disclosed to the market and of the documentation presented for registration; b) Monitoring of additional information provided about the offer after registration is granted; and c) Inspection of offers carried out without registration, in disagreement with the granted registration or in disagreement with the condition of exemption from registration.

Regarding the Biennial SBR Plan for the 2017-2018 period, it is worth highlighting that the SRE will act by supervising the following risk events:
i. Occurrence of irregularities in the progress of Public Acquisition Offers of Shares, registered or not;
ii. Occurrence of irregularities in Public Distribution Offers registered.
iii. Occurrence of irregularities in Public Distribution Offers with Restricted Efforts.
iv. Occurrence of irregularities in Public Distribution Offers of CIC hotel.

For each type of offer under analysis, a sample will be analyzed to determine what occurred during or after the offer.

Offers announced or closed in the biennium 2017-2018 will be examined, according to the criteria defined in each risk event.

The full text of the public version of the 2017-18 Biennial SBR Plan is available at: (www.cvm.gov.br/menu/acesso_informacao/planos/sbr/bienio_2017_2018.html).

Guidelines for the Preparation of the Prospectus and Other Documents of Public Distribution Offer

26.1. General Guidelines

26.1.1. General rules on the preparation and disclosure of information

The Prospectus is not an advertising material. It is the document of information and data about the offer, directed to investors. It must contain necessary and sufficient information to allow investors to make a reasoned investment decision.

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

The offeror 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. Factual information must be accompanied by an indication of its sources.

Regarding the organization of the Prospectus, it should facilitate its reading. The SRE emphatically recommends that, in the preparation and presentation of the Prospectus, the order set forth in Annex III of CVM Instruction No. 400/03 be followed, maintaining the nomenclature of the sections and subsections.

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

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

26.1.2. Guidelines for drafting offer documents 1

An analysis must be made on what information investors need to make decisions, before words, sentences or paragraphs are considered.

The drafting of an offer disclosure document must be economical in the use of words and at a level that the public can understand. Its sentence structure must be concise. Its tone direct and inviting to reading. Its design visually attractive. A simple document should be easy to read and look like it is intended to be read.

Inspired by the US Securities and Exchange Commission publication “A Plain English Handbook – How to create SEC disclosure documents”

Investors need to read and understand offer disclosure documents to fully benefit from the protections offered by our Instructions. As many of them are not lawyers, accountants, economists or investment analysts, the disclosure documents must be written in a language that investors can understand.

It must be questioned whether the documents highlight the important information that investors need to make decisions. “Legalese”, “economese” and other jargon of the past must give way to everyday words that communicate complex information clearly. Thus, investors will be more likely to understand what they are buying. Investment analysts and consultants can make better recommendations to their clients if they can read and understand these documents quickly and easily.

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, ensuring the orderly and clear presentation of complex information so that investors can understand them.

Five steps for the preparation and disclosure of information:
(i) Present the big picture before the details. Prospectuses routinely begin with a detailed description of the securities. You may read several pages before discovering what the company produces. It is difficult to absorb the details if you do not know why they are being given to you. Imagine trying to put together a complicated puzzle without first seeing the picture of the frame. Individual information means more to your readers if they know how it fits into the big picture. (ii) Use descriptive headers and subtitles to break documents into manageable sections. Prospectuses provide a lot of information. If you present the information in small pieces, it is easier to digest. Make sure your titles tell the reader what the next sections will cover. (iii) Always group related information together. This helps you identify and eliminate repetitive information. (iv) The degree of investment specialization of your audience will affect how you organize the document. If you are writing for financially unsophisticated investors, the overall organization of your document may have an educational approach. You may need to explain terms or industry concepts where they first appear. (v) Review your document by taking a good look at the flow of information from start to finish.

26.1.3. Preliminary Prospectus and Definitive Prospectus

The Preliminary Prospectus must be used in public distribution offers in which there is the use of advertising material, the conduct of bookbuilding and/or the receipt of reservations prior to the granting of registration of the offer.

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

In principle, the content of the Definitive Prospectus differs from the Preliminary Prospectus only by filling in the gaps with the final data of the offer and the number of the CVM offer registration. If there is a relevant divergence between the information contained in the Preliminary Prospectus and the Definitive Prospectus, it will be necessary to allow the withdrawal of reservation requests, without burden on the subscriber or acquirer.

26.1.4. Availability and sending of the Prospectus to the CVM

The public offer Prospectus must be sent to the CVM together with the registration request of the offer. This sending must be made in the form of an electronic document, preferably using the electronic protocol of documents on the CVM website.

Even in draft form, it will be made available on the CVM website as soon as the registration request of the offer is made.

The Prospectus in draft form must not be available on the websites of the issuer/offeror and intermediaries.

The Preliminary Prospectus must not be made available by the issuer/offeror and intermediaries until the Market Notice is made available, as provided for in §2 of art. 46 of CVM Instruction No. 400/03. The Preliminary Prospectus must be available to investors at least 5 (five) business days before the initial deadline for receiving reservations.

The Preliminary Prospectus must not have gaps when the Market Notice is published.

The Definitive Prospectus must not be made available by the issuer/offeror and intermediaries until the Start Announcement is made available. The Definitive Prospectus must be available to investors at least 5 (five) business days before the initial deadline for acceptance of the offer if a Preliminary Prospectus has not been used.

It is important that the Prospectuses be available, on the websites of the CVM, the issuer, the offeror, the markets where the securities are traded and of all intermediary institutions participating in the operation, in compliance with the provision of art. 54-A of CVM Instruction No. 400/03.

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

We note that the delivery, for CVM analysis, of a Prospectus containing gaps or in draft form, may entail additional requirements regarding issues not raised in a requirements letter, as well as extension of the deadline for compliance with the requirements.

26.1.5. 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.

26.1.6. Non-applicable information

If information requested in Annex III of CVM Instruction No. 400/03 is not applicable to the issuer due to its characteristics, the same must expressly state this fact in the Prospectus and include justification, explaining the reason why the requested information is not applicable to it.

26.2. Guidelines for filling out the Prospectus

26.2.1. Cover

It is preferable that the cover of the Prospectus contains only the information requested in the “Cover of the Prospectus” section of Annex III of CVM Instruction No. 400/03, those mentioned here and those expressly requested in specific requirements letters of each offer;

The cover must not contain any image except the logo of the issuer and the intermediary institutions of the Offer;

The Prospectus must have, on the cover, the date of its preparation;

The offer registration number and date with the CVM must be included on the cover; The dates of holding and publishing of corporate acts that deliberated on the Offer must be included, including, where applicable, those related to the approval of the price per share, in accordance with Annex III of CVM Instruction No. 400/03; It is necessary to include, where applicable, information regarding the deliberations about the approval of the Secondary Offer by the Selling Shareholders who are legal entities; The information regarding the possibility of issuing supplementary and additional lots must be inserted, if applicable, defining its origin, whether from the primary or secondary offer, specifying each portion; The texts of the notice regarding the registration of the Offer with the CVM do not imply judgment of the quality of the Issuer, and the notice regarding the need to read the risk factors, as expressly determined in Annex III of CVM Instruction No. 400/03, must appear in full and with graphic emphasis (in bold, uppercase, and with a font size two points larger than the rest of the text), and it is not permitted to add comments to them; In the case where the issuer is a company registered in categories A or B, in accordance with CVM Instruction No. 480/09, the section of the Reference Form in which the Issuer's Risk Factors are described must also be indicated; 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; In offers where there is provision for a Bookbuilding Procedure for price fixing, the Issuance 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 changed up or down upon conclusion of the Bookbuilding; It is recommended to insert a reference to the page of the Prospectus that presents the minimum, average, and maximum quotes of the Company's shares; A reference to the page of the Prospectus where the nominal identification of each of the Selling Shareholders is included must also be introduced, with the individual description of the number of shares to be offered by each and the net resources obtained from said alienation;

In the case of Infrastructure Debentures – It is preferable to highlight on the cover of the Prospectus the number and date of publication of the ministerial ordinance that approved the investment project(s) as priority project(s) and the commitment to allocate the resources obtained in the offer to the approved priority project(s), in compliance with the provisions of art. 6, item II of Decree No. 7.603/11; In highlight, the information that the Offer refers to "Incentivized Debentures with Tax Benefit in accordance with article 2 of Law No. 12.431/11" must be placed;

26.2.2. Index
The preparation of a complete index is recommended, also informing the pages of the sub-sections, in such a way that all content can be easily found; Attention must be paid to the fact 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 referenced information is located; It is also important to reconcile the numbering presented in the index with the content of the respective pages, when necessary; It is recommended that the presentation of the prospectus be organized according to the order set forth in Annex III of the Instruction.

26.2.3. Summary containing the characteristics of the operation
Summarized comments must be included on the following topics, when applicable:

Issuer;
Lead Coordinator;
Offer Coordinators;
Contracted Coordinators;
International Placement Agents;
Trustee (Debentures, CRI);
Offer (Primary and Secondary);
Retail Offer;
Institutional Offer;
Priority Offer;
Additional Lot Option;
Supplementary Lot Option;
Target Audience;
Reservation Request;
Reservation Period;
Related Party;
Reservation Period for Related Parties;
Unit price;
Bookbuilding Procedure;
Total Offer Value;
Firm Liquidity Guarantee;
Settlement Date;
Settlement Date of the Supplementary Lot;
Rights, Advantages and Restrictions of the securities;
Restriction on trading of securities (Lock-up);
Co-sale Right (Tag-Along Rights);
Trading Markets;
Inappropriateness of the Offer to Certain Investors;
Risk Factors;
Destination of Resources;
Share Capital;
Corporate Approvals;
Institutional Investors;
Non-Institutional Investors;
Minority Shareholders;
Price Stabilization;
Free Float - Green Shoe;
Corporate Governance Mechanisms - Diffuse Control;
Participation of related parties in the price formation process;
Withdrawal from the Statute of Mechanisms for Guaranteeing Shareholder Dispersion;
Conflict Resolution – Arbitration;
Subscription Bonus - Option Plan;
Bookkeeping Institution.
The summary must necessarily be a summary of all highly relevant aspects of the Offer. Equal attention must be given to relevant negative aspects;

It is important to address the Secondary Offer, the information regarding the Selling Shareholders and, through a table, the quantity to be alienated by each of the Selling Shareholders, including information about the supplementary and additional lots; Separately inform the number of shares of the Primary Offer and the Secondary Offer, and, where applicable, the origin of the supplementary shares, whether from the primary or secondary offer, specifying each portion.

26.2.4. Summary of the Issuer
It is important to ensure that the information included in the Issuer Summary section is consistent with that of the Reference Form, when applicable; The organizational structure of the Issuer must also be introduced, in order to describe the economic group in which the company is inserted, indicating the percentage of participation in all items comprising the corporate diagram; It is interesting to add information regarding the shareholding control of the Company, before and after the Offer; When applicable, the phrase "This Summary is only a summary of the Issuer's information. The complete information about the Issuer is in the Reference Form, read it before accepting the Offer" must be included; The five main risk factors related to the issuer must also be included; The Issuer Summary must not contain excessive adjectives, so as not to influence the careful formation of investment decisions. Expressions that qualify the Issuer should only remain in the Prospectus if they are accompanied by public sources, which through research allow such statements; To the summary of selected financial indicators, information regarding equity and short and long-term debt, before and after the issuance, must be added; The inclusion in the Issuer Summary of the Summary of Financial and Operational Information is suggested, presenting the variations of equity and result accounts, taking into consideration both the variation in the value of each item between the fiscal years ("horizontal analysis") and its relative weight in Assets or Liabilities/Equity ("vertical analysis"). For the vertical analysis of result accounts, consider the Net Operational Revenue item as base 100.

The above considerations regarding the Issuer Summary must also be applied to the section of the Prospectus that brings information about the Debtor in CRI and CRA operations.

26.2.5. Identification of Administrators, Consultants and Auditors
The addresses of the Administrators stated in the Prospectus must be the same as those referred to in the Notice to the Market and the Start of Offer Announcement; The persons responsible for the legal entities that will sign the declaration of item 2.4 of Annex III to CVM Instruction No. 400/03 must be statutory directors.

26.2.6. Information Related to the Offer

26.2.6.1. Composition of Share Capital
In the case of offer of shares and debentures, a table relating all shareholders who hold directly or indirectly participation in the Issuing Company greater than 5% before and/or after the Offer must be presented, showing the respective participations in quantitative and percentage terms. In the same table, highlight the shareholders who are part of the control block; We suggest including information regarding the exercise of control power after the Offer, mentioning the possibility of the Company being submitted to diffuse control or clarifying whether, after the Offer, the Company will continue under the current control group; We advise highlighting the existing corporate governance mechanisms to promote alignment between Administrators and Shareholders, including a summary of the rules for election, replacement and removal of Shareholder representatives on the Board of Directors and the Fiscal Council.

26.2.6.2. Characteristics and Deadlines
In the case of primary issuance, a justification for the issuance price and the criterion adopted for its fixing must be included; In secondary issuances offered by a legal entity, information about the corporate authorizations necessary for the secondary distribution of the securities must be introduced, identifying the deliberative bodies responsible and the respective meetings in which the operations were approved; The differentiated allocation criteria that will be observed, for example, for Non-Institutional Investors considered "with priority of allocation" and "without priority of allocation" must be explained;

Regarding the withdrawal of the Reservation Request, it must be explicit that it will occur without burden for the subscriber or acquirer in the event that a relevant divergence is verified between the information contained in the Preliminary and Definitive Prospectuses; We understand it is necessary to communicate to investors if in the price fixing process, through the collection of investment intentions (bookbuilding procedure), bids from related parties to the distribution, as defined in art. 55, will be accepted, except by intermediaries contracted with a firm subscription guarantee clause. In the affirmative case, define the maximum admitted limit of participation of related parties in the book and alert investors to the risk of improper price formation or liquidity of the securities in the secondary market; It must be observed that the Schedule of stages of the offer must present dates, not merely indicating deadlines. It must also present the deadlines, conditions and method for subsequent alienation of the securities acquired by the coordinators as a result of the provision of guarantee and the deadlines for, if applicable, return and reimbursement to investors; The schedule of the stages of the offer must be kept, whenever possible, updated throughout the CVM analysis period; The information that all scheduled dates are merely indicative and subject to change must be included, alerting that, after the granting of the Registration, any modification in the Distribution Schedule must be communicated to the CVM and may be considered as a modification of the Offer, following the provisions of articles 25 and 27 of CVM Instruction No. 400/03; Include information regarding the procedures that must be adopted in the event of suspension, cancellation or modification of the Offer, in accordance with articles 20, 25, 26 and 27 of CVM Instruction No. 400/03; The forms of written communication accepted so that the investor can withdraw from the Offer, where applicable, must be indicated. The deadline for withdrawal of the reservation or restitution of values delivered by accepting investors must be communicated, in case of modification or revocation of the offer. Additionally, insert information regarding the incidence of taxes and monetary correction on such values; Clarify whether there has been or is provision for the occurrence of stock split or consolidation of the Company's shares and at what moment this will occur. If the consolidation occurs before the Offer, this fact must be duly considered in the calculations of dilution 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 informed; When it is a Secondary Offer, even if there is no provision for the issuance of new Shares, the dilution suffered by the Offer investors must be shown, comparing the Price per Share with the book net asset value per share contained in the last 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, 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 Offer, as it is a Secondary Offer, but this does not mean that new investors will not be diluted, as they may pay in the Offer a Price per Share different from the book net asset value per Share; Priority Allocation: it must be clarified whether there will be, or not, any incentive for the purchase of shares by the Company's employees and/or subsidiary, as well as by the holders of their commercial representations; It is necessary to communicate about eventual destination of the public offer or parts of the public offer to specific investors and the description of these investors, in compliance with the terms of item 3.2.5 of Annex III of CVM Instruction No. 400/03; Also pay attention to the clarification regarding whether the Reservation Period for Related Parties and the Reservation Period for other non-institutional investors will start on the same day. If the Reservation Period for Related Parties starts before the Reservation Period for other non-institutional investors, insert information in the Offer documents to make it clear that, in case of allocation in the offer intended for non-institutional investors, it cannot prioritize the reservations made by Related Parties, even if they were made before the start of the Reservation Period for other non-institutional investors (which also cannot occur even if both reservation periods start on the same day); Inform the distinction and separation of persons subject to restrictions on the sale of shares. Additionally, specify, if applicable, the exceptions to the established restrictions; If necessary, pay attention to the inclusion of a statement detailing the profile of the investor for whom the offer is inadequate, generic statements of inadequacy are not accepted;

Furthermore, the admission to trading on a stock exchange or over-the-counter market must be specified;

26.2.6.3. Securities Distribution Contract
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 of the Brazilian offer contract; The location where the copy of the distribution contract will be available for consultation and reproduction must be specified; Detail all relevant relationships between the Company, the Lead Coordinator, the other intermediaries and their respective economic conglomerates, informing their object, purpose, dates of celebration and maturity, deadlines, remunerations and parameters adopted. The criteria for calculating the eventual remuneration, in addition to those cited in the distribution contract, paid to intermediaries and referenced by the price of the offered shares must also be detailed. In this case, such values must also be included in the distribution cost table. The use of generic statements such as "usual relationships according to market practices" or "usual practices of the financial market" is prohibited. Additionally, all possible conflicts of interest involving the intermediary institutions and the issuer must be identified, including those related to the linking of the remuneration of the intermediary institutions to the price per share and, if applicable, a cross-reference to the risk factor that addresses the excessive dependence of the Coordinator on the price per share of the Offer must be made; The purchases and sales, by the intermediaries and their respective economic conglomerates, of securities issued by the company, occurring in the minimum period of twelve months prior to the filing of the offer registration request, must be informed, indicating the object, price and other conditions of each transaction; It is convenient to report the participations of the intermediaries and their respective economic conglomerates in public offers of securities issued by the company, in financing operations and in corporate restructurings of the company's economic group, occurring in the minimum period of twelve months prior to the filing of the offer registration request, informing the remuneration received or to be received and the other characteristics of each operation;

Already in the Preliminary Prospectus, upon publication of the Notice to the Market, the demonstrative values of the distribution costs must be filled in. Considering, for example, for the said calculation, the upper limit of the estimated price range for the Offer as being the issuance 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 advice and commissions, it is not permitted that these be presented in the "other costs" line. For the other costs, an analogous criterion to that set forth in § 2 of art. 176 of Law No. 6.404/76 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 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 offer, including: (i) commissions; (ii) reimbursement of expenses related to the offer, except those resulting from printing or registration; (iii) fees received or to be received due to the provision of consulting services related to the offer; (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 members of the company's economic group, or as a form of remuneration for any other service provided to the company or members of the company's economic group; Inform whether the company, in the case of a secondary offer, will bear all distribution costs or if these will be shared with the selling shareholder, specifying, in this case, the bases of the sharing. The distribution cost table must be subdivided so that it is clear the costs paid by the Selling Shareholders and by the Company; Inform whether a liquidity guarantee contract and/or Market Maker Contract has been or will be signed, explaining its main characteristics and indicating the location where a copy of the contract can be obtained.

26.2.6.4. Destination of Resources

Already in the Preliminary Prospectus, upon publication of the Notice to the Market, clearly and objectively expose the estimated percentage for each item of the destination of resources, 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. 30 of CVM Instruction No. 400/03, information regarding the treatment to be given in the event 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 CRI and CRA offers backed by credits considered corporate, when there is the issuance of new debt by the Debtor, based on item 3.5.1 of Annex III of CVM Instruction No. 400/03, it must be presented in the Prospectus, in a specific section, economic-financial indicators of the Debtor, prepared based on the Financial Statements attached in the manner provided for in item 5.3 of Annex III-A of CVM Instruction 400, accompanied by these same indicators updated solely and exclusively due to the raising of resources that will take place through the Offer, in order to allow the visualization of the impact on the Debtor's indicators with said raising. In this sense, indicators of the following types must be included: (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).

26.2.7. Offer Risk Factors
It is necessary that the risk factors be presented in a clear and objective manner, they cannot be mitigated, that is, they must be described without attenuations. In this sense, there are expressions to be avoided, such as: "however", "despite", "on the other hand", "however", "although", "in an inverse manner", "even considering the point addressed previously", among others; It is recommended that the risk factors be presented in descending order of importance.

In offerings with the participation of related parties (as defined in Article 55 of CVM Instruction No. 400/03) in the bookbuilding process, it is essential to describe the risk of poor price formation and/or loss of liquidity of the securities in the secondary market; A risk factor must be included addressing the fact that a significant portion of the administrators' compensation is linked to the Company's stock price. In this section, it is also important to introduce a risk factor identifying all possible conflicts of interest involving the intermediary institutions, the issuer, and/or the selling shareholders, including, where applicable, those related to the linkage of the intermediary institutions' compensation to the price per share.

26.2.8. Information regarding the third-party guarantor
Item 7.2 of Annex III (Prospectus) of CVM Instruction No. 400/03 deals with information regarding the third-party guarantor or recipient of resources, and makes references to several items of the reference form (the content of which is described in Annex 24 of CVM Instruction No. 480/09).
The content of the reference form was modified by CVM Instruction No. 552, of October 9, 2014, without Item 7.2 of Annex III of CVM Instruction No. 400/03 having undergone the necessary alterations, which will occur opportunistically.
Thus, until the due modifications are made to CVM Instruction No. 400/03 to reflect the changes arising from CVM Instruction No. 552/14, the items of the reference form that must be presented in light of Item 7.2 of Annex III are the following: 3.7, 6.1 to 6.3, 7.1, 8.3, 12.1, 12.5, 13.2, 15.1, 15.4, 15.7, 15.8, 16.2, 17.1 and 18.5.

Advertising Material
This chapter brings guidelines for the preparation of advertising material for public distribution offerings. Adherence to the guidelines set forth herein will make the approval of the advertising material submitted for prior analysis by this agency more agile.

27.1. Most Common Requirements
27.1.1. For written materials (printed, sent by e-mail, or available on websites)
That all advertising material, on all its pages, contain the following warning: “READ THE PROSPECTUS AND THE REFERENCE FORM BEFORE ACCEPTING THE OFFER, ESPECIALLY THE RISK FACTORS SECTION” or “READ THE PROSPECTUS AND THE FUND REGULATIONS BEFORE ACCEPTING THE OFFER, ESPECIALLY THE RISK FACTORS SECTION”, as applicable, in order to fully comply with the provisions of § 3 of Article 50 of CVM Instruction No. 400/03. That the said text be located preferably in the lower part of the advertising material page, and that this information occupy about 20% of the length or width of each page, as the text is laid out, with emphasis, and preferably on a white background with black letters.

That all advertising material contain, on all its pages, the banner “ADVERTISING MATERIAL”, in accordance with the provisions of § 3 of Article 50 of CVM Instruction No. 400/03. That this banner be located, always, in the upper part and above any other content of the advertising material, in a prominent manner, preferably on a white background with black letters, and in a font size equivalent to at least 50% of the size of the largest font used on the page.

That all advertising material inform the locations where the prospectus, the reference form, and equivalent documents are available. Among these locations are the CVM, the issuer, the offeror, the lead intermediary institutions of the offering, and, where applicable, the trading environments or platforms for the securities to be distributed. That it also inform the complete electronic address, that is, the one that provides direct access to the prospectus and the reference form, or explain, step by step, how to access it.

As provided in § 2 of Article 50 of CVM Instruction No. 400/03, that the advertising material be prepared in a calm and moderate language. In this sense, that the advertising material present, for example, the risk factors of the Offering in font size equivalent to that used in the information favorable to the Offering contained therein. Another example: if the information favorable to the Offering occupies seven pages of the advertising material and the risk factors section occupies seven pages of 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 between “favorable” and “unfavorable” information in the advertising material.

It is important to emphasize that the presentation of risk factors must be an integral part of the body of the advertising material, and cannot be placed in appendices or in any way that might suggest it is detached from the rest of the material.

When the advertising material adopts the form of questions and answers, that it maintain a balance between answers favorable and unfavorable to the offering. In this sense, that it 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.

27.1.2. For audio and video materials
Given that the “radio spot” is advertising material, it requires prior approval by the CVM, in accordance with Article 50 of CVM Instruction No. 400/03, by presenting its text in writing and also the recorded audio. The latter, with a measured intonation, so as to allow full hearing of the mandatory warning about the need to read the prospectus and the reference form, especially the risk factors section. The recorded audio can be sent after the submission and approval of the written text.

The TV commercial film must also be submitted for prior approval by the CVM, in accordance with Article 50 of CVM Instruction No. 400/03, by presenting the written text and the recorded video. The audio of the film also deserves a measured intonation, so as to allow 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 easy reading by viewers.

27.1.3. Other Important Information
When referring to target yield, that the advertising material prominently state that this does not represent and should not be considered, under any circumstances, as a promise, guarantee, or suggestion of yield, in view of the provisions of Article 38, item V, of CVM Instruction No. 209/94, Article 36, items VIII and IX, of CVM Instruction No. 356/01, Article 35, item VIII, of CVM Instruction No. 472/08, and Article 43, item V, of CVM Instruction No. 578/2016. That the advertising material, even if not directly referring to target yield, comply with the provisions of this recommendation.

That the advertising material not contain information that is not in the prospectus or the reference form, considering the provisions of § 2 of Article 50 of CVM Instruction No. 400/03.

That the advertising material be sent to the CVM for approval with its pieces individually identified (by name), in final layout, and that we be informed on which media it will be broadcast (print, website, newspaper, radio, TV, etc.).

That the letter, e-mail, or any other means that will serve to send the advertising material to investors also be sent for analysis.

To facilitate the review of the advertising material by the CVM, the petition forwarding it must indicate the pages of the prospectus and the reference form where the content presented in the advertising material is found.

That the advertising material used not contain modifications in form, color, font size, arrangement of information, etc., when compared to that approved by the CVM.

As established by the caput and § 2 of Article 50 of CVM Instruction No. 400/03, and also in a decision by the CVM Collegiate Board issued on 27.09.2011, within the scope of Process CVM RJ 2011/9865, it is not possible to use advertising material if the offering does not have a prospectus, or if the prospectus is not yet available in the mandatory locations. This rule is excepted for condo-hotel and crowdfunding offerings.

The insertion of information about the offering in an internal newspaper or directed to employees of any institution related, directly or indirectly, to the offering, is considered advertising material, therefore subject to compliance with Article 50 of CVM Instruction No. 400/03 and observance of this Circular-Official. It is not considered advertising material that intended to inform the employees themselves about the differentiated way to adhere to the offering or the material used for sales team training, provided it is not distributed.

We remind you that the provisions of § 3 of Article 9 of CVM Instruction No. 400/03, to expedite the approval of advertising material by the CVM, establish that in compliance with the requirements formulated by the CVM, the documents must be presented in two versions: the first with the marking of the changes determined by the CVM, differentiated from those that do not result from compliance with such determinations, and the second without any marks.

The use of advertising material on social networks is not permitted, as these allow comments that cannot be controlled by the offerors and that, potentially, may mislead investors.

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

It is up to 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 offering, to verify if these can be classified as institutional advertising material, and to evaluate the implementation of the inclusions described in the item below.

27.2.1. Inclusion of Warnings
i. The institutional advertising material must contain the following text at the end of its broadcast:
ii. “[Name of issuer or offeror] is conducting a public distribution offering [primary and/or secondary] of [type of securities subject to the Offering] issued by it (or issued by [Name of issuer]) in the process of registration with the Securities and Exchange Commission. Read the Prospectus and the Reference Form before accepting the Offering, especially the Risk Factors sections.”
iii. We also recommend that the text have a 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 institutional audiovisual advertising material, that the text be displayed at the end of the advertisement, in size and time sufficient to allow easy reading by the public. In the case of audio advertising material, that the text be narrated at the end of the advertisement in a measured manner, for easy comprehension by the public.

27.3. Deadlines and Procedures

We recommend that all types of advertising material be sent to the CVM at once, both in the initial protocol and in response to requirements, in order to speed up its analysis.

The use of advertising material during the offering depends on prior approval by the CVM, in accordance with the terms and deadlines set forth in Article 50, §1, of CVM Instruction No. 400/03, namely:

10 (ten) business days, counted from the date of protocol of the advertising material, for public distribution offerings of investment fund shares; and
5 (five) business days, counted from the date of protocol of the advertising material, for other offerings.

The SRE understands that advertising material must be presented for approval during the period of analysis of the registration request for the offering. Repeated sending of advertising material within the scope of the same offering is not expected, especially after the granting of its registration, considering the difficulties imposed for its subsequent analysis and eventual developments in the distribution schedule and potential modification of the offering, generating rework and potentially implying the updating of the prospectus and the reference form. Advertising material cannot be used until it is approved by the CVM, as established in the caput of Article 50 of CVM Instruction No. 400/03. It must be observed that in accordance with Article 59 caput and item VIII, the broadcasting of advertising material without prior approval by the CVM or in disagreement with the provisions of CVM Instruction No. 400/03 is considered a serious infraction.

27.4. Pre-approved Advertising Material Models:
27.4.1. Model I - Presentation of the offering on the websites of intermediary institutions, where there must be links to the reservation request and to the prospectus, with the access to the reservation request remaining blocked until the investor accesses the prospectus;
27.4.2. Model II - Text for dissemination of the offering by e-mail to potential investors.

We emphasize that the use of Model II necessarily presupposes the use of Model I, that is, for the forwarding of e-mails to potential investors to be considered approved, it will be necessary to present the offering on the websites of the senders. If the advertising document known as “take one” is also used, it must be made available, in accordance with Model I, on the websites of all intermediary institutions participating in the offering that use the said model.

27.4.3. The SRE will understand that the use of the aforementioned models, without any alteration in their structure, nor addition or subtraction of information beyond the insertion, in the indicated location, of the logos of the intermediary institution and the issuer of the securities, complies with Article 50 of CVM Instruction No. 400/03, which establishes that advertising material must (i) be expressly identified as such, (ii) be prepared in a calm and moderate language, (iii) warn its readers about the risks of the investment, and (iv) recommend, with letters notably larger than those used in the rest of the text, the careful reading of the prospectus before accepting the offering.

In this case, it will not be necessary to present these advertising materials by the lead institution of the distribution for examination by this technical area, provided that the preliminary prospectus of the offering has been presented to the CVM, as provided in the caput of Article 50 of CVM Instruction No. 400/03.

Finally, we remind you that the lead institution of the distribution will remain co-responsible for the compliance, by the intermediary institutions it deems fit to hire, with the provisions of CVM Instruction No. 400/03, especially its Article 50, and therefore must effectively control the use of advertising material by its contractors.

Model I
Advertising Material (font size 16)
Public Distribution Offering of Shares of (company name) Official Links (font size 12) Preliminary Prospectus Definitive Prospectus (when available) Market Notice and other Official Communications of the Offering Take One (if any) Offering Schedule start date of the reservation period end date of the reservation period for related person, if any end date of the reservation period for unrelated person date of bookbuilding and fixing of the share price date of start of negotiation other events of the offering Broker Specific Rules Registration, Guarantees and settlement Reservation Request (only release this access after the prospectus has been accessed) Attention: Read the Prospectus before accepting the offer, especially the Risk Factors section. (font size 20) Company Name

Model II
E-mail Public Offering
Informative Advertisement (font size 16)
Dear Customer (or customer name), (font size 12) Starting this (day of the week), day (XX), the reservation period for the Public Offering of distribution of (shares) / (units) issued by (company name) begins.
The (Broker Name) is participating in this launch through its (Homebroker) /(and its Trading Desk).
As part of this Offering (Type of Offering), the following asset(s) will be offered to the market:
(Asset Code) – (Company Name – Asset Type).
To make your reservation, access our website at www.(broker name).com.br On the very first page you will find a direct link.
Attention: Before making your request, read the Prospectus available on our website and stay informed of all the conditions of this Operation.
Attention: Read the Prospectus before accepting the offer, in particular the Risk Factors
section. (font size 20)
Broker Brand
Name of Offered Company

Circular Letter CVM/SRE 01/17