CIRCULAR LETTER/CVM/SRE/No. 1/2013

Rio de Janeiro, July 22, 2013.

To the Directors of Financial Intermediary Institutions in Public Distribution Offers of Securities

SUBJECT: Use of Advertising Material in the Context of Public Distribution Offers of Securities

Gentlemen,

This Circular Letter aims to guide the lead intermediary institutions involved in public distribution offers of securities ("Offers") in the production and dissemination of advertising materials related to these Offers, based on the experience accumulated by this technical area in applying Article 50 of CVM Instruction No. 400/2003 ("CVM Instruction 400"), which governs the matter.

These guidelines aim to make the approval of advertising material submitted for prior analysis by this agency more efficient, without prejudicing the purpose of the norm, thereby enabling full disclosure of the offer, without compromising adequate investor protection in the Brazilian securities market.

1. Most Common Requirements

1.1 For written materials (printed, sent by email, or available on websites)

1.1.1 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 400. That the said text be located preferably at the bottom of the advertising material page, and that such information occupy approximately 20% of the length or width of each page, depending on how the text is laid out, with emphasis, and preferably on a white background with black letters.

1.1.2 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 400. That this banner be located, always, at the top and above any other content of the advertising material, with letters in a color contrasting with the background, prominently displayed, and in a font size equivalent to at least 50% of the size of the largest font used on the page.

1.1.3 That all advertising material inform the locations where the prospectus and reference form are available, including among these locations the CVM, the issuer, the offeror, if applicable, the lead intermediary institutions of the offer, and, when 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 reference form, or explain, step by step, how to access them.

1.1.4 As provided in § 2 of Article 50 of CVM Instruction 400, 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 Offer in a font size equivalent to that used in the favorable information regarding the Offer contained therein. Another example: if the favorable information for the Offer 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.

1.1.5 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.

1.1.6 When the advertising material adopts the form of questions and answers, that it maintain a balance between answers favorable and unfavorable to the offer. 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.

1.2 For audio and video materials

1.2.1 Given that the "radio spot" is advertising material, it requires prior approval by the CVM, in accordance with Article 50 of CVM Instruction 400, by submitting 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 reference form, especially the risk factors section. The recorded audio can be sent after the submission and approval of the written text.

1.2.2 The television commercial film must also be submitted for prior approval by the CVM, in accordance with Article 50 of CVM Instruction 400, by submitting 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 reference form, especially the risk factors section. Our ideal is that this warning also be displayed in writing in the film, in size, color, and time sufficient for easy reading by viewers.

1.3 When referring to target profitability, 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 profitability, in view of the provisions of Article 38, item V, of CVM Instruction No. 209/1994, Article 36, item VIII, of CVM Instruction No. 356/2001, Article 35, item V, of CVM Instruction No. 391/2003, and Article 35, item VIII, of CVM Instruction No. 472/2008. That the advertising material, even if not directly referring to target profitability, comply with the provisions of this recommendation.

1.4 That the advertising material not contain information that is not in the prospectus or reference form, considering the provisions of § 2 of Article 50 of CVM Instruction 400.

1.5 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 in which media it will be disseminated (print, website, newspaper, radio, TV, etc.).

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

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

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

1.9 As established by the caput and § 2 of Article 50 of Instruction 400, and also in a decision by the CVM Board of Directors issued on 09/27/2011, within the scope of Process CVM RJ 2011/9865, it is not possible to use advertising material if the offer does not have a prospectus, or if the prospectus is not yet available in the mandatory locations.

1.10 The insertion of information about the offer in an internal newspaper or directed to employees of any institution related, directly or indirectly, to the offer, is considered advertising material, therefore subject to compliance with Article 50 of CVM Instruction 400 and observance of this Circular Letter. It is not considered advertising material that intended to inform employees themselves about the differentiated way to adhere to the offer or the material used for sales team training, provided it is not distributed.

1.11 We remind you that the provisions of § 3 of Article 9 of CVM Instruction 400, to expedite the approval of advertising material by the CVM, establish that in compliance with the requirements formulated by the CVM, documents must be presented in two versions: the first with the markings of the changes determined by the CVM, differentiated from those that do not result from compliance with such determinations, and the second without any markings.

2. Institutional Advertising

For the purposes of this Circular Letter, "institutional advertising material" is understood to be all and any advertisements, promotions, advertising campaigns, and other materials for the dissemination of the issuer's brand and not its products, disseminated during the offer, 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 conduct of the offer, to verify if these can be classified as institutional advertising material, and evaluate the implementation of the inclusions described in item 2.1 below.

2.1 Inclusion of Warnings

Institutional advertising material must contain the following text at the end of its dissemination:

"[Name of the issuer or offeror] is conducting a public distribution offer [primary and/or secondary] of [type of securities object of the Offer] issued by it (or issued by [Name of the issuer]) in a process registered with the Securities and Exchange Commission. Read the Prospectus and the Reference Form before accepting the Offer, especially the Risk Factors sections."

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 audiovisual institutional 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 and in a measured manner, for easy comprehension by the public.

3. Final Considerations

3.1 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 compliance with requirements, in order to speed up its analysis.

The use of advertising material during the offer will depend on prior approval by the CVM, in accordance with the terms and deadlines set forth in Article 50, §1, of CVM Instruction 400, namely:

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

3.2 The Securities Registration Superintendence understands that advertising material must be presented for approval during the period of analysis of the registration request for the offer. Repeated sending of advertising material within the scope of the same offer is not expected, especially after the granting of its registration, considering the difficulties imposed for its subsequent analysis and possible consequences in the distribution schedule and eventual modification of the offer, generating rework and potentially implying updating of the prospectus and reference form.

3.3 Advertising material cannot be used until it has been approved by the CVM, as established in the caput of Article 50 of CVM Instruction 400. It should be observed that in accordance with Article 59 caput and item VIII, the dissemination of advertising material without prior approval by the CVM or in disagreement with the provisions of CVM Instruction 400 is considered a serious offense.

3.4 This Circular Letter applies, where applicable, to Public Acquisition Offers of Shares — OPA.

Finally, we remind you that Circular Letter/CVM/SRE/No. 001/2009 presents hypotheses in which prior analysis of advertising material by the CVM is waived, provided that the preliminary prospectus of the Offer has already been presented to us. The text of the cited Circular is available on the CVM website: www.cvm.gov.br, accessing the link CIRCULAR LETTER/CVM/SRE/No. 001/2009 in LEGISLATION AND REGULATION / Circular Letters.

Sincerely,

REGINALDO PEREIRA DE OLIVEIRA
Superintendent of Securities Registration

Headquarters: Rua Sete de Setembro, 111 / 2nd Floor - Center - Rio de Janeiro - RJ - CEP: 20050-901 - Brazil Tel.: (21) 32338686 - http://www.cvm.gov.br São Paulo Regional Superintendence: Rua Cincinato Braga, 340 - 2nd, 3rd and 4th floors - CEP: 01333-010 - Bela Vista - São Paulo - SP - Brazil - Tel.: (11) 21462000 Brasília Regional Superintendence: SCN Q. 02 - BL. A - Ed. Corporate Financial Center - S-404 - 4th Floor - CEP: 70712-900 - Brasília - DF - Brazil - Tel.: (61) 33272030/33272031