Circular Letter CVM/SRE 01/2020

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION SUPERINTENDENCY OF SECURITIES REGISTRATION Circular Letter No. 1/2020-CVM/SRE Rio de Janeiro, March 5, 2020 SUBJECT: General guidelines on procedures to be observed by issuers/offerors and intermediaries in public offerings of securities.

Dear Director,

The main objective of this Circular Letter is to guide issuers/offerors of securities and intermediary institutions on how to best comply with the regulations governing public offerings of securities. It also presents guidelines on the interpretation and understanding of certain regulatory provisions and, consequently, their application, as adopted by the Superintendency of Securities Registration - SRE.
Observance of the recommendations listed below will contribute to minimizing potential deviations and, consequently, reducing the need for the SRE to formulate requirements, as well as allowing market participants to operate efficiently and swiftly, in favor of investor protection and market integrity.
This document consolidates 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 this date, must also be observed. The new guidelines contained herein are highlighted in yellow.
Finally, this Circular Letter does not seek to exhaust all subjects related to the SRE's activity. Future complements and adjustments will be incorporated into new versions of this Circular Letter, to be issued in the coming years.

Sincerely,

(signed original)
LUIS MIGUEL R. SONO
Superintendent of Securities Registration

Circular Letter No. 1/2020-CVM/SRE

Table of Contents

Communication with the SRE.................................................................................................... 5
Calculation of deadlines............................................................................................................ 8
Analysis deadlines in the event of automatic conversion to ordinary procedure..... 9
Simplified procedure for registration of public offerings – Agreement................... 11
Inquiries from regulated entities (issuers, offerors, and intermediaries).................................. 12
Requests for meetings with private individuals......................................................................... 13
Requests for review and copies of administrative processes................................................... 13
Request for access to information ......................................................................................... 15
Request for confidentiality ............................................................................................. 16
Requests for registration of distribution offers of shares under reserve............................... 17
Appeals against decisions or understanding manifestations of the SRE.......................... 19
Sanctioning Processes................................................................................................... 20
12.1. Term of Commitment ............................................................................................... 20
12.2. Administrative Agreement in Supervision Process .................................................... 22
Risk-Based Supervision Plan – SBR............................................................... 22
Duty to verify investor profile ................................................................... 23
Inspection fees for registration of public offerings.................................................... 24
Exemptions from registration requirements for public offerings................................................ 25
Flexibility of the blackout period for registration of public distribution offers 26
Private distribution of closed-end investment fund shares.............................. 27
Distribution offer carried out abroad................................................................... 28
Setting of non-institutional tranches in public distribution offers ................ 30
Setting of share prices in IPOs below the published range .................................... 32
Silence period – Art. 48, item IV of CVM Instruction No. 400/2003 ...................... 33
Suspension of public distribution offers of securities.......................... 33
Inclusion, after registration of distribution, of intermediary institutions in offers
under the procedure of CVM Instruction No. 400/2003 ................................................................ 34
Dynamics related to voluntary modification of registered distribution offers 35
Interpretation of allocation conducted by the entity administering organized stock and
over-the-counter exchange, vis à vis art. 54 of CVM Instruction No. 400/2003 .............................................. 36
CAV Documentation..................................................................................................... 36
Destination of resources from distribution offers of Structured Funds in situations of
conflict of interest ................................................................................................................... 37
CRI and CRA backed by credits considered real estate or credit rights
considered agribusiness by destination......................................................................... 40
CRAs with dispersed backing........................................................................................... 45
Possibility of issuing CRI backed by credits guaranteed by fiduciary alienation
of real estate property........................................................................................................... 46
Transfer to the Securitization Company of the credits that will compose the backing in CRI
and CRA operations ......................................................................................................................................... 47
Possibility of distribution period of up to 2 years in open FIDC offers ..... 48
Portfolio Manager acting with distributor ................................................... 49
Fiduciary Agent .............................................................................................................. 51
Cancellation of issuer registration – TENDER OFFER.................................................................. 52
Discontinuation of BDR program........................................................................... 53
Request for TENDER OFFER registration ............................................................................................... 54
Update of Valuation Report in TENDER OFFER ................................................................. 55
Interpretation of article 37, §1º of CVM Instruction No. 361/2002 ................................... 55
Distribution offers carried out through Crowdfunding ..................................... 56
Virtual assets and public offerings - ICO .......................................................................... 58
Guidelines for the Preparation of the Prospectus and other Public Distribution
Offer Documents................................................................................................................................ 59
43.1. General guidelines ........................................................................................................ 59
43.2. Rules on the preparation and disclosure of information............................................ 60
43.3. Guidelines for drafting offer documents......................................................... 61
43.4. Distribution Contract............................................................................................... 62
43.5. Preliminary Prospectus and Final Prospectus................................................................ 62
43.6. Availability and submission of the Prospectus to the CVM.................................... 63
43.7. Identification of persons responsible for the content of the Prospectus ........................... 63
43.8. Non-applicable information .......................................................................................... 64
43.9. Offers resulting from securitization operations....................................................... 64
43.10. Specifics of FII and FIP Prospectus............................................................. 65
43.11. Registration of Investment Fund acts in notary public ........................................... 66
43.12. Firm commitment to placement in registered public distribution offers.............. 67
43.13. Guidelines for filling out the Prospectus.......................................................... 67
Guidelines related to distribution offers carried out with limited efforts -
CVM Instruction No. 476/2009 ..................................................................................................... 78
44.1. General guidelines ........................................................................................................ 78
44.2. Information reception system for Offers with Limited Efforts and Exemptions from
art. 5 of CVM Instruction No. 400/2003 ......................................................................................... 80
44.3. Interpretation of art. 9º (4-month period between offers with limited efforts) ...... 81
44.4. "Offer Data" Table of Partial and Closing Distribution Forms
44.5. Treatment given to fund unitholders who do not qualify as professional
investors in public offers with limited efforts ............................................................. 82
Advertising Material......................................................................................................... 83
45.1. Recommendations for the preparation of advertising material......................................... 84
45.2. Institutional Advertising .............................................................................................. 87
45.3. Deadlines and Procedures in case of submission of advertising material to the SRE
prior to its use (not applicable in case of use of the exemption provided in
CVM Resolution No. 818/2019)................................................................................................... 88
45.4. Exemplary models of advertising materials considered by the SRE to adhere
to the provisions of CVM Instruction No. 400/2013................................................................................. 89
Communication with the SRE

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

Securities (offers)	Departments
Shares	GER-2
Sponsored and Non-Sponsored BDR - 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
Certificates of Structured Operations - 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
Debentures	GER-2
National Cinematographic Industry Financing Fund - Funcine	GER-2
Investment Fund in Credit Rights - FIDC	GER-1
Non-Standardized Investment Fund in Credit Rights - FIDC NP	GER-1
Investment Fund in Participations - FIP	GER-1
Real Estate Investment Fund - FII	GER-2
Financial Notes	GER-2
Promissory Notes	GER-2
Public Offers for Acquisition of Shares – TENDER OFFER	GER-1
Securities subject to Crowdfunding	GER-3

Enforcement activities are conducted by the respective registration departments (GER-1 and GER-2) once potential irregularities are verified in cases related to registered offers, and also through more comprehensive supervision actions, including offers exempt from registration and review of complaints and reports, activities performed by GER-3.

All documents to be sent to the SRE (including, for example, requests for registration of offers and TENDER OFFERs, responses to letters, inquiries, etc.) must be sent electronically.

To this end, the regulated entity can choose between two paths: i. through the CVM digital protocol (recommended); or ii. through the physical protocol at the CVM offices.

On 01/07/2019, the new model of digital protocol for documents submitted to the CVM came into operation, through which they are sent directly to the area of interest. The "Digital Protocol" tool is a new functionality inserted in the context of the "Digital Citizenship Platform" and conferred greater agility and efficiency to the act of filing documents with the Autarchy. For example, while the limit for sending through the previous functionality, "Document Protocol" in the "Citizen Service" section on the CVM website, was 10 documents and 15 MB total per protocol, the "Digital Protocol" accommodates the receipt of files with a size of up to 50 MB.

Initially, a brief registration on the Services Portal must be carried out, which can be accessed via www.servicos.gov.br. On the next page, in the search field, type "CVM Protocol". After that, an electronic form must be filled out, files attached, and sent.

For more information on the use of the system, we suggest consulting the information provided at http://www.cvm.gov.br/menu/atendimento/protocolodigital.html, including viewing the explanatory video available. In case of other doubts regarding the use of the new functionality, the Information Management Division ("DINF") should be contacted via the electronic address dinf@cvm.gov.br.

Through the CVM website ("Digital Protocol"), the petition presented must list in sequential order all attachments or documents referenced therein.

The names of the files sent electronically must necessarily contain the attachment number present in the petition and the name of the attachment, not exceeding 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.). Documents must be saved in PDF (Portable Document Format) non-editable format, in one file for each document or attachment. Documents produced by the petitioner themselves must be sent in searchable PDF format.

In the case of physical protocol, the petition must be 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 out in the paragraphs above.

Documents must be saved directly in the root directory of the CD/DVD, without using an archive folder. These attachments should not be sent physically to the CVM.

We ask you to observe the correct addressing in the presentation/protocol of the petition, including with regard to the department responsible for the subject within the SRE, as indicated above, in order to allow the best progress of the analysis deadline, which will only begin upon acceptance of the material in the area to which it is destined. We emphasize that this aspect should be particularly considered in the event the regulated entity chooses the physical protocol. This is because the time elapsed for the documentation to be instructed into electronic processes, a procedure performed by the area responsible for receiving physical protocols, will not be considered for the purpose of counting the analysis deadline for documentation by the SRE. Furthermore, we alert that all petitions must present the name, direct phone, and contact email of their responsible persons, in order to facilitate communication and/or sending of Letters.

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

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 out above do not replace the guidelines provided in the case of sending documents and petitions in a confidential or reserved manner (for example, art. 9º-A, sole paragraph, of CVM Instruction No. 361/2002; art. 57 of CVM Instruction No. 400/2003; CVM Resolution No. 809/2019), which must continue to observe the existing guidelines (see also items 9 "Request for confidentiality" and 10 "Requests for registration of distribution offers of shares under reserve" of this Circular Letter).

In complement to the provisions of § 3º of art. 9 of CVM Instruction No. 400/2003, we inform that documents filed with the CVM must contain marks of changes that distinguish them by their different reasons: (i) compliance with formulated requirements; and (ii) eventual voluntary changes made. Furthermore, we emphasize that the letter outlining the response to requirements must indicate the page numbers of the documents where the aforementioned changes were made. Regarding voluntary modifications, a comparative table containing the original and altered text, as well as the reason for the modification, must also be sent.

Calculation of deadlines

In the calculation of deadlines, the rule established by art. 66 of Law No. 9.784/1999, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in said processes is similar to that established by article 224, caput and §1º, of Law No. 13.105/2015.

Thus, in the calculation of the deadline, the day of commencement must be excluded and the day of expiration included.

In the event that the day of commencement or expiration falls on a day when the CVM headquarters (Rio de Janeiro) is not in operation, 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. 9.784/1999, process acts must be carried out on business days, during the normal working hours of the agency where the process is proceeding.

Thus, on dates when the CVM headquarters operates in a partial period, closing before normal hours, deadlines will be extended until the next business day. On the other hand, when the CVM headquarters operates in a partial period and the session ends at the normal hour, in accordance with the provisions of art. 66, §1º, of Law No. 9.784/1999, this day will be considered in the deadline in progress.

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

Specifically regarding requests for registration of distribution offers, excluding share offers, notably regarding the analysis deadline for requirements formulated by the SRE at the time of adapting curable defects, we clarify that the period referred to in §2º of art. 16 of CVM Instruction No. 400/2003 will begin after the sending of the last document filed within the deadline for compliance referred to in §1º of said article. The exception made for share offers arises from the fact that, in this case, some documents are only produced and/or signed upon the conclusion of the bookbuilding procedure, such as distribution contract and adherence terms, as well as corporate acts approving the issue price. Furthermore, due to the flow of the admission process for trading within B3, it is of

practice that the declaration regarding the approval for trading of shares in that market is only available on a date already close to the end of the SRE's analysis period. In this way, specifically regarding the documents cited or others that are justifiably in the same situation regarding their preparation, such documents are accepted without restarting the counting of the period for analyzing correctable flaws.

Documents sent to the SRE, when filed after 6:00 PM or on non-business days, will be considered as having been filed on the following business day. The practical effect of this is that the analysis period would start on the business day following the date of filing. That is, for example, if a certain document was filed at 7:00 PM on Wednesday, the filing date would be considered Thursday, and the analysis period by the SRE would start on Friday.

Analysis periods in the event of automatic conversion to ordinary procedure

Initially, in light of items I and II of art. 37 of CVM Instruction No. 400/2003, we remind you that the Lead Coordinator, together with the Offeror, is responsible for the correct adequacy of the public distribution offer registration request to the automatic procedure, as provided for in the cases of distribution of quotas of Investment Funds in Participations – FIP, Real Estate Investment Funds – FII, and Investment Funds in Credit Rights – FIDC.

In this sense, we alert that the detection of any submission of a registration request for the distribution of quotas of the aforementioned investment funds that does not observe the respective rules for classification in the automatic procedure may, in addition to conversion to the ordinary procedure, be subject to liability assessment, without prejudice to the eventual suspension of the offer once the inadequacy of the procedure is identified after the granting of automatic registration, based on item II of art. 19 of CVM Instruction No. 400/2003.

In the cases of automatic registration of distribution offers, possible in the case of distribution of quotas of structured funds, if there is provision for the use of a Preliminary Prospectus, the automatic registration request must be accompanied by the Market Notice and the Preliminary Prospectus, as disclosed, in addition to the draft Announcement of Start, and the filing must be made at the CVM on the date of disclosure of the Market Notice. Failure to comply with this guidance will result in the automatic conversion of the analysis to the ordinary procedure. If there is no provision for the use of a Preliminary Prospectus, the automatic registration request must be accompanied by the Final Prospectus and the Announcement of Start, both in draft form.

In the event of impossibility of automatic registration of distribution, the SRE will communicate this situation to the intermediary, once the period provided for automatic granting has elapsed, a period regulated in the specific Instructions, namely, 10 business days for distribution offers of quotas of Investment Funds in Participations - FIP and Real Estate Investment Funds – FII (respectively CVM Instructions No. 578/2016 and 472/2008) or 5 business days in the case of distribution of quotas of Investment Fund in Credit Rights – FIDC (CVM Instruction No. 356/2001). Within the scope of this communication of impossibility of automatic registration, the requirements will be informed, whose period for compliance will be equivalent to the period for automatic registration, 10 or 5 business days as the case may be. Compliance with such requirements will be verified by the SRE within the same period, counted from the filing of the response to the requirements.

If the steps described in the above paragraph are exhausted without compliance with the requirements being verified, there will be a conversion of the automatic procedure to the ordinary registration procedure, in which case the analysis of the request will have periods aligned with those provided in CVM Instruction No. 400/2003.

For registration requests for distribution offers of quotas of Investment Funds in Participations - FIP and Real Estate Investment Funds – FII, the SRE will notify the intermediary, informing them of the change in the analysis procedure, communicating the requirements, whether those not met or any new requirements. Regarding this communication, a period of 40 business days (art. 9, §1, of CVM Instruction No. 400/2003) will be granted for compliance with requirements, counted from the date of sending the SRE's letter which initially communicated the impossibility of automatic registration.

The SRE will have 10 business days to analyze this stage of compliance with requirements, after which a period may be granted for the correction of correctable flaws eventually identified, which will be 10 business days or the balance of the period for compliance with requirements, according to the calculation considered in the previous paragraph, whichever is greater.

Finally, the SRE will have a period of 10 business days to review this final formulation of requirements for the offer.

In the case of Investment Fund in Credit Rights - FIDC, upon conversion of the automatic procedure to the ordinary registration procedure, the request will observe the periods provided in CVM Instruction No. 400/2003, considering as the starting point for all period counting the date of filing of the initial request, still under the automatic procedure.

Simplified procedure for registration of public offers – Agreement

The simplified procedure for registration of public distribution offers is regulated by CVM Instruction No. 471/2008.

Based on this instruction, an Agreement was established with the Brazilian Association of Financial and Capital Markets Entities - ANBIMA to carry out 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 as others already admitted to trading on a stock exchange or organized over-the-counter market;
iv. subscription warrants of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
v. depositary receipts of shares of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
vi. real estate receivables certificates;
vii. financial letters;
viii. real estate investment fund quotas;
ix. investment fund in participations quotas; and
x. investment fund in credit rights quotas, with the exception of those governed by CVM Instruction No. 444/2006 and/or that enjoy the tax treatment provided for in Law No. 12.431/2011.

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 receivables certificates, the approved collateral for analysis within the scope of the Agreement are: Typical lease contracts; Atypical lease contract (Built to suit); Rural or urban lease contract; Real estate purchase and sale contract; Real estate purchase and sale promise contract; Financing contracts; Real estate CCB or Debenture; and Real right of surface.

With the 4th amendment to the Agreement, signed on 02/26/2018, the procedures related to the analysis by ANBIMA of the advertising materials to be used in the context of public offers previously analyzed under the terms of the Agreement were improved.

In this sense, a differentiated procedure for CVM analysis of the ANBIMA report on such documents was established, which also came to contemplate the possibility of the CVM, when determining the approval of advertising material, requesting the applicant to comply with certain requirements, allowing the automatic use of the material, without the need for re-examination, once the requirements are met.

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

We emphasize that registration requests for distribution offers of shares submitted to the simplified procedure may also be subject to a reserved analysis request, under the terms of CVM Deliberation No. 809/2019 – see item 10 – “Registration requests for distribution offers of shares under reserve”.

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. 6.385/1976 and 6.404/1976 must be submitted in writing, via filing, as guided in item 1 above, by participants or their duly designated representative (accompanied by their respective powers of representation) to the SRE, with the identification of the regulated entity.

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

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

In the case of simple inquiries, which do not require an in-depth analysis by the SRE, we recommend that their submission be done via email to sreconsultas@cvm.gov.br.

Inquiries and complaints from investors and the general public, who are not directly regulated by the SRE, must be submitted to the Superintendence of Protection and Investor Guidance - SOI via the CVM website (through the Citizen Service – SAC, which can be accessed at http://www.cvm.gov.br/menu/atendimento/cidadao.html).

Requests for meetings with private parties

Requests for scheduling meetings with organizational components of the CVM must be submitted electronically, through the CVM page on the Internet, in the “Citizen Service” area, selecting, for this purpose, the option “Meetings with Private Parties”.

The regulated entity is advised to fill out the object of the meeting 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 meeting refers. In this request, the clear specification of the subject to be treated must be included.

It is also advisable for the regulated entity to contact the SRE by phone before scheduling the private meeting in the system, to verify the availability of the schedule.

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

Requests for inspection and copies of administrative processes

In accordance with paragraph 2 of article 8 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. 9.784/1999 – 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 for the investigation of 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 2 of article 9 of Law No. 6.385/1976.

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

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

In accordance with paragraph 1 of article 3 of CVM Deliberation No. 481/2005, the request must specify the interest of the applicant in obtaining access to the records, except when it is an accused in an administrative sanctioning process, in which case the granting of inspection will always be assured.

The granting will depend on the authorization of the head of the Superintendence responsible for conducting the administrative process or the Relator, in case there is a pending appeal or decision by the Collegiate, 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 instituted 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 applicant has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of inspection will be considered mandatory.

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

As stated in paragraph 2 of article 5 of CVM Deliberation No. 481/2005, 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 filed by them.

In administrative sanctioning processes, the accused will be allowed to request inspection via petition addressed: (i) to the Process Control Coordination – CCP, in processes governed by CMN Resolution No. 454/1977; or (ii) to the Superintendence that instituted the process, until the eventual filing of an appeal to the Collegiate, in processes governed by CMN Resolution No. 1.657/1989, or to the CCP, after the eventual filing of appeals to the Collegiate.

In these processes, the Relator will analyze the confidentiality of the information contained in the records for the purpose of granting inspection requested by third parties, in accordance with art. 48 of CVM Instruction No. 607/2019, and the Relator may return the process to the originating superintendence for the analysis of the confidentiality of documents or information considered confidential, not available to third parties, attached until the distribution of the process.

Requests for inspection will be analyzed on a case-by-case basis, and in the event of denial of the request, the applicants may appeal to the CVM Collegiate, in accordance with CVM Deliberation No. 463/2003.

According to article 3, paragraph 3, of CVM Deliberation No. 481/2005, if the denial decision is issued by the Relator, an appeal against his decision may be filed with the Collegiate, within a period of 5 (five) days, counted from the date of notification of the interested party.

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 following section).

Request for access to information

In view of the establishment of Law No. 12.527/2011 (“Access to Information Law” or “LAI”), regulated by Decree No. 7.724/2012, the CVM issued CVM Deliberation No. 710/2013, which establishes the procedures for access to information provided for in the aforementioned Law.

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

In the event of partial or total denial of access to information or failure to provide the reasons for the denial of access, the applicant 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 applicant may file an appeal within a period of ten days, counted from the notification of the decision, to the President of the CVM (article 3 of CVM Deliberation No. 710/2013).

As provided in article 4 of the aforementioned Deliberation, in the event of omission of response to the request for access to information, the applicant may file a complaint, within a period of ten days, to the General Superintendent. The period 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 unsuccessful, the applicant 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.

It is important to note, furthermore, that based on art. 13 of Decree No. 7.724/2012 transcribed below, the LAI does not serve to impose the obligation to consolidate or interpret data that are in the possession of the Autarchy, in the event of a request for information on these.

Art. 13. Requests for access to information will not be attended:
I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation or consolidation of data and information, or service of production or treatment of data that is not within the competence of the agency or entity.
Sole paragraph. In the case of item III of the caput, the agency or entity shall, if it has knowledge, indicate the location where the information from which the applicant can perform the interpretation, consolidation or treatment of data is located.

Request for confidentiality

In accordance with §2 of article 39 of CVM Instruction No. 400/2003 and item VI of art. 10 of CVM Instruction No. 361/2002, 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 period to comply with the request. Such information and documents will be considered public by the SRE.

As provided in article 9-A of CVM Instruction No. 361/2002, 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 legitimate interest of the issuer at risk.

Another provision for confidentiality of documents presented to the CVM is that contained in the terms of art. 57 of CVM Instruction No. 400/2003, according to which the offeror may request confidential preliminary analysis, regarding offers carried out simultaneously in Brazil and abroad, which require registration by a regulatory authority of the capital market abroad.

The approval of such request will depend, among other things, on the existence of a memorandum of understanding concluded between the CVM and the respective regulatory authority which must grant the registration abroad.

Along with the request, proof of payment of the supervision fee referred to in Law No. 7.940/1989, in the amount due for the request for definitive registration, in cases where it is due, must be attached.

The offeror must commit to submit to the CVM the request for definitive registration immediately after the preliminary analysis is concluded, and the periods provided for in arts. 8 and 9 of CVM Instruction No. 400/2003 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.

Procedurally, we refer to CVM Instruction No. 361/2002, an Instruction under the tutelage of the SRE that establishes the manner in which documents are sent in confidentiality. After incorporating a suggestion arising from the strategic project conducted by the CVM that sought to reduce market compliance costs, the Instruction in question came to establish that information subject to a request for confidentiality must be sent to the SRE by means of: I – electronic mail addressed to the institutional address of the SRE with the subject “request for confidentiality”; or II – sealed envelope, in which the word “confidential” must be prominently displayed.

Subsequently, the implementation of the “Digital Protocol” tool within this CVM occurred, as described in item 1 above, through which it is possible to send directly to the destination Organizational Component, so that we understand that this functionality is suitable to replace the digital form, via electronic mail, provided in CVM Instruction No. 361/2002.

Registration requests for distribution offers of shares under reserve

Moving to the reserved nature of registration requests for public distribution offers of shares, a possibility introduced by the recently issued CVM Deliberation No. 809/2019, it is important to highlight the following aspects.

With CVM Deliberation No. 809/2019, the CVM began to admit that registration requests for public distribution offers of shares of issuers already registered or whose registration process is concomitant with the registration of the public offer, be submitted with a request for reserved treatment. The reservation of the request may also be requested in the case of

share offerings that follow the procedure set forth in CVM Instruction No. 471/2008, which deals with the simplified procedure preceded by prior analysis conducted by self-regulatory entities.
The adoption of such a measure, on an experimental basis, provides the CVM with the opportunity to empirically verify its benefits and the most appropriate procedures for its implementation, for the purpose of eventual definitive inclusion, in the context of the current process of reviewing the regulatory framework for public distribution offerings. In the case of companies undergoing an initial public offering, the existence of safeguards aimed at maintaining the confidentiality of information about their activities submitted to the CVM within the scope of issuer and share offering registration requests may represent an incentive for presenting such requests, given the uncertainty regarding the success of the fundraising process. As for follow-on offerings, the confidential analysis process for public distribution offering registration requests could reduce the potential for prolonged exposure to market fluctuations that may adversely affect the offering process and harm existing shareholders. It should be noted that in the event that information about the public offering registration request, submitted under a confidential basis, escapes control, it is the responsibility of the offeror and the lead intermediary to act so that due communication to the market is promoted, including acting with the registered issuer so that it proceeds with the immediate disclosure of the registration request, observing the provisions of CVM Instruction No. 358/2002, as well as CVM Instruction No. 471/2008, if applicable. In this sense, the offeror and the lead intermediary of the distribution must safeguard their interlocutors, emphasizing that the intention to carry out a public distribution of shares should be kept confidential until its regular and broad disclosure to the market. Furthermore, in the context of a request submitted under a confidential basis, in cases of registration requests for secondary public offerings, it is important to alert that the duty of cooperation of the issuer, stipulated by art. 47 of CVM Instruction No. 400/2003, should be exercised observing the confidential nature of the request. In this sense, the lead intermediary as well as the offeror must take the necessary measures to ensure that the issuer, when preparing and providing the information that will support the distribution offering, does so maintaining confidentiality regarding the registration request. Regarding the procedures for submission, under reserve, of registration requests for distribution of shares, under the procedure of CVM Resolution No. 809/2019, we reiterate the guidelines contained in Circular Letter No. 1/2019/CVM/SRE of February 19, 2019.

When submitting the share offering registration request, through the new “Digital Protocol” tool, an electronic form called “Digital Document Protocol” is filled out, with the data of the subject request and indication of the protocolled files.
The confidential nature of the request must be signaled at this moment in the following way: “Document Data”: in the field “Identification/Document Number”, after specifying the request for public distribution registration or, if applicable, concurrent registration of the issuer, the applicant must insert the expression “reserved, CVM Resolution No. 809/2019”. Without prejudice to the above, the initial petition requesting the analysis of the public distribution offering registration must (i) make express mention of the submission of the request under reserve, in accordance with CVM Resolution No. 809/2019, and (ii) present a declaration from the issuer justifying the confidentiality of the request, including the reasons why the disclosure of the request may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company. It is the sole responsibility of the lead intermediary to identify the confidential nature of the request, which will necessarily be approved if the aforementioned procedures are followed. We particularly emphasize that, in cases of confidential subsequent offering registration requests, the lead intermediary institution must arrange with the issuer that it indicates the period during which the information about the public distribution of shares registration request should remain confidential, in the event of withdrawal or denial, as provided by the Resolution. This applies even if it is a secondary distribution offering.

Appeals against decisions or understanding manifestations of the SRE
CVM Resolution No. 463/2003 regulates the procedures regarding appeals against the decisions of the CVM Superintendencies.
In accordance with the aforementioned Resolution, the deadline to appeal to the Collegiate Body decisions issued by the CVM Superintendents is 15 (fifteen) business days, counted from the knowledge by the interested party. As a rule, it is considered that knowledge occurs on the date of sending the email communicating the decision. In exceptional situations where communication is made only by physical means (mail), knowledge occurs 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 15 (fifteen) business days from the receipt of the appeal, reform or maintain the appealed decision and, in the second 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 well-founded fear of damage of difficult or uncertain repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, grant 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 omission, obscurity, contradiction, or material or factual error in the decision, thereby excluding the hypothesis of re-discussion of the merits of the decision. The request must be forwarded to the member of the Collegiate Body who drafted the winning vote in the examination of the appeal, within 15 (fifteen) business days. With the aim of providing greater speed in the dissemination of decisions issued by the body, the dissemination of Collegiate Body Bulletins, containing only the issued decisions, was instituted, and which are made available until the day following the meeting. Such bulletins are made available on the CVM website by accessing the “Collegiate Body Decisions” link available in the left menu. We remind you that the formal communication of the Collegiate Body's decision, to be carried out by the technical area to the participant, will occur once the meeting minutes are drafted by the Executive Secretariat of that body, so that the publication of the bulletins does not produce any effects for the purpose of counting deadlines. Finally, in procedural terms, it is requested that the appeal petition be sent in a PDF file that allows text copying, with a view to optimizing the preparation of the Memorandum for the Collegiate Body's appreciation.

Sanctioning Proceedings
The norm that provides for the procedure regarding sanctioning proceedings within the Securities and Exchange Commission is CVM Instruction No. 607/2019, which can be consulted for more details regarding the procedures related to sanctioning proceedings initiated by the SRE. The aforementioned Instruction can be accessed on the CVM website, in the “Legislation” / “Instructions” menu.

12.1. Commitment Term
The commitment term may be signed between the investigated or accused party and the Securities and Exchange Commission, at the CVM's discretion, observing the public interest, in accordance with paragraphs 5º to 8º of article 11 of Law No. 6.385/1976 and CVM Instruction No. 607/2019. It is worth noting that the proposal for a commitment term should not be submitted in the name of the issuer, but rather by the investigated or accused party itself. In accordance with article 82 of CVM Instruction No. 607/2019, the interested party must manifest their intention to enter into a commitment term within the deadline for presenting the defense, and must send the complete proposal for the commitment term to the CCP within 30 (thirty) days after the presentation of the defense. In accordance with paragraph 3º of article 82 of CVM Instruction No. 607/2019, the presentation of a commitment term proposal is admitted even before or during the preliminary fact-finding phase, in which case it must be forwarded to the SRE. In exceptional cases, where it is understood that the public interest determines the analysis of a commitment term proposal submitted 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 existing factual situation when the deadline ended, the analysis and negotiation of the proposal may be carried out by the Reporting Director, who will submit the matter to the Collegiate Body's appreciation with a proposal for acceptance or rejection of the proposal, in accordance with article 84 of CVM Instruction No. 607/2019. The signing of the commitment term has the effect of (i) suspending the administrative process in progress, for the period stipulated for the fulfillment of the commitment; or (ii) not initiating an administrative sanctioning process, in cases where the proposal is presented even in the preliminary phase or before it. If the obligations assumed by the committeeman are not fulfilled in an integral and adequate manner, the process will be initiated or its course resumed, as the case may be, without prejudice to penalties or other measures eventually applicable. In view of the promulgation of Law No. 13.506, of November 13, 2017, the commitment terms celebrated have been published on the CVM website, instead of in the Official Gazette of the Union, with discrimination of the deadline for fulfilling the obligations eventually assumed (art. 11, § 7º). It is emphasized that the commitment term constitutes an extrajudicial executive title. Information on commitment terms already celebrated with the CVM, which can serve as examples for the presentation of proposals, is available on the CVM website on the internet, in the “Processes” link, located in the left menu, followed by “Commitment Terms”.

Finally, it is worth highlighting that, according to article 14, sole paragraph of Law No. 13.506/2017 and article 81 of CVM Instruction No. 607/2019, the celebration of a commitment term does not imply confession regarding the matter of fact, nor recognition of the illegality of the conduct analyzed in the process that gave rise to it.

12.2. Administrative Agreement in Supervision Process
In accordance with the provisions of Law No. 13.506/2017 and Chapter V of CVM Instruction No. 607/2019, the CVM may celebrate an administrative agreement in a supervision process (“Supervision Agreement”) with natural or legal persons who confess to the practice of infractions to legal or regulatory norms whose compliance falls under their supervision, with extinction of their punitive action or reduction of 1/3 (one third) to 2/3 (two thirds) of the applicable penalty, through effective, full, and permanent cooperation for the determination of the facts, which results in utility for the process, in particular: (i) the identification of other involved parties in the practice of the infraction, when applicable; and (ii) the obtaining of information and documents that prove the reported or under investigation infraction. For more information on the Supervision Agreement, consult CVM Instruction No. 607/2019, available on the CVM website, in the “Legislation” / “Instructions” menu.

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. 3.427/2006 and regulated by CVM Resolution No. 521/2007, 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 offerings of securities and public acquisition offerings of shares (OPA), carries out various actions to fulfill the legal mandates to protect investors against (i) irregular issuances of securities, (ii) unfair market practices, and (iii) ensure public access to information about the offered securities. Among these, we can cite:
i. Verification of the information provided or disclosed to the market and the documentation presented for registration;
ii. Monitoring of additional information provided about the offering after the registration is granted; and

iii. Inspection of offerings carried out without registration, in disagreement with the granted registration, or in disagreement with the condition of exemption from registration.
Regarding the Biennial Plan of the SBR prepared for the period 2019-2020, it is worth highlighting that the SRE will supervise the following strategic risks:
i. Irregularities occurring in registered public distribution offerings => verification of eventual participation of related parties in offerings with excess demand;
ii. Irregularities in public distribution offerings with restricted efforts => fiduciary duties of participants in such offerings and adequacy of backing for securitization product offerings;
iii. Irregularities in the disclosure of information to the market within the scope of public offerings;
iv. Irregularities in crowdfunding offerings => adequacy of the issuer, limits per investor, adequacy of resource transfer to the issuer, and disclosure of information contracted during the life of the security;
v. Irregularities in unregistered public acquisition offerings of shares => adequacy to the legal and regulatory provisions of OPA notices not submitted to registration; and
vi. Irregularities in public distribution offerings of hotel CIC => adequacy of advertising material and the feasibility study used throughout the period of the distribution offering.
For each risk event, a sample will be analyzed to determine what occurred during or after the offering, as the case may be.
Offerings announced or closed in the biennium 2019-2020 will be examined, according to the criteria defined in each risk event.
The full text of the public version of the 2019-20 Biennial Plan of the SBR is available at http://www.cvm.gov.br/menu/acesso_informacao/planos/sbr/bienio_2019_2020.html.

Duty to verify the investor's profile
In accordance with item II, §3º of art. 33 of CVM Instruction No. 400/2003, the distribution plan for public offerings must be prepared with a view to ensuring, among other factors, that intermediary institutions can ensure the adequacy of the investment to the risk profile of their respective clients.
Nevertheless, the SRE understands that the analysis of the investor's profile within the scope of a public distribution offering procedure should not be limited to the CVM's suitability rules, but also covers other types of restrictions.
This interpretation is based on the duty attributed to the lead intermediary of the offering to monitor and control the distribution plan of the securities, in accordance with art. 37, item IX of CVM Instruction No. 400/2003, together with the requirement contained in item 12 of annex II of the same Instruction, which provides for proof of compliance with legal or regulatory requirements for the distribution of securities, which do not arise from the aforementioned Instruction. Thus, intermediaries, in order to fulfill their duties provided for in CVM Instruction No. 400/2003, must diligently verify whether the investors accessed in the public distribution offering can acquire the offered securities or if there are restrictions to do so, even if such evaluation is primarily the competence of the investors themselves. Thus, the intermediary of an offering aimed at, or which may access, a specific “class” or “type” of investor must effectively be aware of and observe the regulation imposed on that class/type of investor, notably regarding any restrictions that prevent such investors from participating in the offering.
Inspection Fees for Public Offering Registration
The inspection fee on the distribution registration (Table D), based on Law No. 7.940/1989, must be paid prior to the protocolization of the registration request.
At the link http://www.cvm.gov.br/menu/regulados/taxasmultas/tabelas_taxa.html information is maintained regarding the inspection and registration fee tables, with Table D to be considered being that informed in the most recent Ministry of Finance ordinance (notably, on the date of issuance of this Circular Letter, Ordinance No. 493 of 13/11/2017). The Union Collection Guide (GRU) for payment of the inspection 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 the registration request protocol. 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 offering registration. The calculation base includes the value of the basic lot and supplementary lot offering. A fee must be paid for each requested/conceded registration. Concurrent primary and secondary offerings obtain distinct registrations and, therefore, must pay fees separately. Similarly, concurrent offerings of different series of debentures, CRIs, or CRAs, must pay fees separately, to the extent that each series is subject to respective registration as they present characteristics own and distinct from other series subject to the offering. In consequence of such obligation, eventually, in the case of offerings submitted to the bookbuilding procedure, there may be payment of a fee regarding the series for which no demand is verified and which ends up not being issued. 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 the registration request for a BDR program is concurrent with the registration request for public distribution of these BDRs, only the fee for distribution will be required, based on observation 3 of Table D: “There will be no overlap or double charging of Inspection Fees”.
Exemptions from registration requirements for public offerings
CVM Instructions No. 400/2003 (distribution offerings) and CVM No. 361/2002 (OPA) provide for the possibility of exemptions from registration requirements, and even from 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 Resolutions:

CVM Resolution No. 476/2005 – Exemption from presenting the Preliminary and Definitive Prospectus on the internet, under specific conditions; of including the name and address of natural person offerors in announcements of the start and end of distribution; and of prohibiting the placement of securities alongside persons considered related to the offering with excess demand;
CVM Resolution No. 533/2008 - Exemption from presenting the economic-financial feasibility study.
CVM Resolution No. 751/2016 - Exemption from minimum or maximum limit of shares to be acquired, in an OPA formulated by a controlling shareholder of a company listed in a special trading segment of securities.
CVM Resolution No. 756/2016 - Exemption from procedures and formalities to be followed in public acquisition offerings of shares as dealt with in the caput of art. 34 of CVM Instruction No. 361/2002 (adoption of differentiated procedure), as well as to authorize the formulation of a single public acquisition offering of shares, aiming at more than one of the purposes provided for in the same Instruction (unification of OPA).
CVM Resolution No. 772/2017 - exemption from the requirements provided for in items I and II of art. 6º of CVM Instruction No. 414/2004, enabling the placement of CRIs backed by credits considered real estate by their destination to non-qualified investors (see item 29).

Flexibility of the period prohibiting registration of public distribution offerings
Within the scope of the process of reviewing the regulatory framework for public distribution offerings, CVM Resolution 809/2019 was issued, which introduced, provisionally, aspects identified by the market as capable of boosting and accelerating the capital formation process.
The subject of such Resolution was the hypothesis of submission under a confidential basis of registration requests for distribution of share offerings, already treated in item 10, as well as the flexibility of the prohibition contained in art. 14, § 4º of CVM Instruction No. 400/2003, according to which the registration of a public distribution offering of securities will not be approved during the period starting on the 16th day preceding any disclosure of periodic information of the issuer and ending on the date of its effective disclosure. Thus, on an experimental basis, it has become possible to allow registration to be approved during the so-called “blackout period”. In this context, it is worth noting that CVM Instruction No. 400/2003 regulates a series of duties and responsibilities of the offeror, the lead institution, and other intermediaries in public distribution offerings of securities. Such obligations include, among others, ensuring the truthfulness, consistency, quality, and sufficiency of the information provided upon registration and provided to the market during the distribution, notably regarding the content of the Prospectus and other information presented for registration purposes. Therefore, it is already the responsibility of the offeror and intermediaries, especially the lead institution, to evaluate whether the offering documents contain the relevant information necessary for the investor's decision-making.

Indeed, Article 56 of CVM Instruction No. 400/2003, which deals with the duties of verifying the truthfulness, consistency, and sufficiency of the information provided, to which the issuer and intermediary are subject, provides an important safeguard aimed at mitigating potential information asymmetries between those involved in the preparation of the offering, the issuer, the offeror, and intermediaries, and the external public, the investors.

However, it follows from the provisions of Article 14, § 4 of CVM Instruction No. 400/2003, the impossibility of obtaining an offering registration in the 16 days prior to the disclosure of accounting information, so that the distribution of securities does not occur on the eve of the disclosure of financial information by its issuer.

Thus, with this restriction being lifted, it is urgent to alert to the applicability of the provisions contained in the aforementioned Article 56, in the sense that the offeror is responsible for the truthfulness, consistency, quality, and sufficiency of the information provided at the time of registration and provided to the market during the distribution.

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

Finally, it is also appropriate to highlight what Article 41 of CVM Instruction No. 400/2003 provides, in the sense that the identification, after the date of obtaining registration, of any inaccuracy or significant change in the information contained in the prospectus, notably resulting from informational deficiency or any fact not considered, shall cause the suspension of the distribution by the offeror together with the lead intermediary until the due disclosure to the public of the prospectus complement is carried out. In turn, changes to the prospectus resulting from the update of information must be communicated to the SRE and characterize, according to the sole paragraph of such article, a case of modification of the offering, subject, therefore, to the revocation of acceptance by investors.

Private distribution of shares of closed-end investment funds

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

since their shares are securities under Article 2, item V of the aforementioned Law, regardless of the public or private form of placement of their shares.

This decision modified the understanding embodied in the Decision of the Collegiate Body, within the scope of Process CVM RJ 2005-2345, in a meeting held on 02/21/2006, in which it was deliberated that it was not possible for the CVM to grant registration to any fund in which the administrator intended to place its shares privately.

In the most recent decision, there was a deliberation pointing out that even if the distribution occurs exclusively privately, such funds are under the regulation of the CVM, since the admission of their shares to trading on regulated securities markets legitimizes the actuation of the autarchy.

The aforementioned decision excludes: (a) funds that do not invest in securities (FIDC) and (b) real estate investment funds (FII), given that, if there is no public offering, such funds do not even qualify as issuers of securities.

Real estate investment funds must carry out the distribution of their shares initially in a public manner, in compliance with the provisions of Article 1 of Law No. 8.668/93 and, once the first public offering of shares has been carried out, nothing prevents subsequent placements from occurring privately.

Other orientations from the Collegiate Body on the subject will be studied and should be introduced into the regulation during the reform of public offering regimes.

Distribution offering carried out abroad

On 12/10/2019, a consultation was submitted to the CVM Collegiate Body, in theory, regarding the possible characterization of a hypothetical offering, carried out abroad, as a public offering subject to registration in Brazil, in cases where the subscription or acquisition of the offered securities, shares in the case of the consultation, was carried out by investment funds constituted in Brazil.

As a result of the consultation, the CVM Collegiate Body established the understanding, following the manifestation of the SRE, that maintained the exact conditions described in the consultation, the joint practice of the acts listed by the consultants, and related below, would be sufficient to rule out the characterization of a public offering of securities subject to registration in Brazil:

(i) the shares are admitted to trading and offered abroad, without sales efforts directed at investors constituted or domiciled in Brazil;

(ii) the intermediation of the offering is carried out by intermediaries constituted abroad;

(iii) the managers of the Investment Funds declare, in writing, that (iii.a) they became aware of the offering through public sources; (iii.b) they were not approached by the offeror, the issuer, or the foreign intermediaries participating in the offering or their Brazilian affiliates; and (iii.c) they spontaneously approached the foreign intermediary or its Brazilian affiliate manifesting their interest in the offering and requesting more information about the issuer, the shares, or the offering itself;

(iv) the foreign intermediary, the offeror, or the issuer present the information requested by the interested Investment Fund by electronic means, email, telephone, video conference, or in in-person meetings held in Brazil in which no more than one Investment Fund manager participates;

(v) if it decides that it is in its interest, the Investment Fund directs an order for the acquisition of shares in the offering directly to the foreign intermediary; and

(vi) the order is fulfilled by the foreign intermediary and the operation is settled abroad.

This understanding remains valid even if: (a) several investment funds come to acquire shares in the offering abroad following the described procedure; and (b) there is media disclosure in Brazil regarding the offering abroad, provided that such disclosure is not caused by the offeror, the issuer, or the foreign intermediaries participating in the offering or their Brazilian affiliates.

This understanding is based on the provisions of Law No. 6.385/1976, CVM Instruction No. 400/2003, and CVM Orientation Opinions No. 32 and 33, since, if the acts listed above are carried out jointly, (i) there will be no sales efforts directed at investors resident, constituted, or domiciled in Brazil regarding the registered public distribution, negotiated, and offered abroad, nor will the offering count on the intermediation of institutions integrated into the Brazilian securities distribution system, conditions that will be, moreover, declared by investors in writing; and (ii) the information related to the offering will be presented by the foreign intermediary to investors upon request, individually, and, if there is interest, the order for the acquisition of the shares subject to the offering will be sent directly to the foreign intermediary, which will attend to the request and settle the operation abroad. In this way, the characteristics of the offering presented by the consultants would be in line with CVM Orientation Opinion No. 33.

Finally, it is important to highlight that (i) for this understanding to remain sound, it is necessary that, during the entire period in which the offering of shares abroad persists, such conditions remain, prohibiting the search for subscribers or acquirers in Brazil for the shares offered abroad, even if the Brazilian investors approached have a prior and habitual commercial relationship with the intermediaries of the offering or companies integrated into the same conglomerate; and (ii) if it is intended to use the internet as a means of disclosing the offering abroad, CVM Orientation Opinion No. 32 must be observed, particularly the preventive measures and special situations cited in the aforementioned document, in order that the publicity carried out through the internet does not come to characterize a public offering subject to registration in this Commission.

The full text of the decision issued by the Collegiate Body, as well as the manifestation of the SRE, can be accessed on the CVM page (www.cvm.gov.br), at the link “Collegiate Body Meetings”.

Fixation of non-institutional tranches in public distribution offerings

In offerings directed at investors in general, qualified or not, which contain a procedure for collecting investment intentions (“bookbuilding”) to define the price or remuneration of the distributed security, there must be a division of the offering into tranches specifically directed to institutional and non-institutional investors, with only the investment intentions of the investors in the institutional tranche being considered for the purpose of defining the price or remuneration of the security.

Still in this type of offering, to ensure fair and equitable treatment to all investors, the SRE recommends that, if the target audience of the offering includes retail investors in the non-institutional tranche, a maximum limit for reservation per investor equivalent to the minimum value necessary for financial investments, established for the characterization of a qualified investor (currently R$ 1 million), be established, or, alternatively, the use of this limit be guaranteed as a basis in the case of the need for pro rata allocation.

Along the same lines, if the division of the non-institutional tranche into segments that include retail as the target audience is chosen (as addressed below), a minimum allocation, previously informed in the Prospectus, with the same maximum investment limit pointed out in the previous paragraph, must be ensured to the Retail Segment (as defined below).

Also, despite the possibility provided for in § 3 of Article 33 of CVM Instruction 400/2003, it must be clear in the offering documentation that, within the scope of the distribution plan, client relations, and other considerations of a commercial or strategic nature, from the leader and the offeror, in no case can they be considered in the allocation of non-institutional investors.

It is worth pointing out that we have observed the introduction by intermediaries of innovations in the structuring of the tranche destined for non-institutional investors, especially in share offerings. Indeed, alleging the objective of including greater participation of individuals in the allocation of offerings, we have verified structures that segment said tranche into (i) retail portion subject to a maximum investment limit of R$ 1 million (“Retail Segment”) and (ii) portion commonly called “private”, in which reservations can be made in amounts between R$ 1 million up to R$ 10 million (“Private Segment”), this limit equivalent to the minimum value of financial investments, necessary for the characterization of a professional investor. In offerings that employed such structuring, it has been verified in the distribution plan the destination of at least 10% to the Retail Segment, while the total of the non-institutional tranche reached in some cases to be stipulated at up to 40%, being more common its establishment at up to 20% of the offering.

The practical effect of such segmentation is potentially allowing investors classified as qualified for the purposes of CVM regulation to carry out their investment orders through the non-institutional tranche of the offering, thus avoiding the discretionary allocation procedure employed by offerors in determining the allocation of the institutional tranche.

In parallel, it has also been employed in offerings, within the non-institutional tranche, in the Retail Segment and in some cases also in the Private Segment, the possibility of priority allocation for investors who agree to submit to the restriction of selling in the secondary market the shares acquired in the offering for a certain period of time (“lock-up”).

At this moment, it is relevant to inform that the SRE is monitoring and analyzing the development of such structures, including considering the revision of the public offering regulation, it being certain that intermediaries must always, when elaborating such models, keep in mind one of the basic principles of public distribution offerings, which is the equitable treatment among investors.

Therefore, and without prejudice to future interpretations to be given by the SRE on the subject, we point out some aspects that we consider best practices when employing segmentation of the non-institutional tranche, with the establishment of lock-up:

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

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

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

(iv) The Definitive Prospectus must inform the allocations made in all segments, as well as any priority allocations, existing in the non-institutional tranche.

Finally, we point out that in the event of a request for waiver of the requirement corresponding to the prohibition of placing securities with persons considered linked to the offering, in the case of distribution with excess demand greater by one-third than the quantity of securities offered (Article 55 of CVM Instruction No. 400/2003 and item ‘c’ of CVM Deliberation No. 476/2005), without the establishment of maximum limits for reservation requests for the non-institutional investor tranche, considering the eventual Retail and Private Segments, the SRE understands that the possibility of favor and use of information to obtain undue advantage by the linked person will not be mitigated, and therefore, the said waiver will not be granted.

Fixation of share prices in IPO below the disclosed range

The CVM Collegiate Body, in a meeting on 05/22/2012, deliberated that in initial public offerings of share distribution (IPO), in the event of price fixation at a value lower than 20% of the disclosed price range, the coordinators of the offering 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 Article 27 of CVM Instruction No. 400/2003 must be used, proceeding with the immediate disclosure of the information by means at least equal to those used for the disclosure of the offering itself, and direct communication to investors who had already adhered to the offering.

In the IPO offering Prospectus, clear information must appear in the appropriate sections about the procedure that will be adopted on the day of publication of the announcement of the start of the offering, in case of price fixation at a value lower than 20% of the disclosed price range, including a specific risk factor.

Silence period – Article 48, item IV of CVM Instruction No. 400/2003

The issuer, the offeror, and the Intermediary Institutions must refrain from making statements in the media about the offering or the offeror during the period of the offering. We alert that it is prohibited to make any statement in the media about the offering, including the advance disclosure of the result of the bookbuilding process.

Particularly regarding the information generated in the bookbuilding process, it is important to highlight that these must remain confidential even within the scope of the sales effort towards potential investors. In this sense, the reference to information about investment intentions such as prices, demand, and investors who presented the intentions, within the scope of the sales approach, contradicts Article 48, item IV of CVM Instruction No. 400/2003.

The infringement of the device in question may result in the suspension of the offering, regardless of any eventual investigation of responsibilities in a sanctioning nature procedure.

The rules regarding the silence period also apply to public distribution offerings carried out with restricted efforts, as indicated in Article 12 of CVM Instruction No. 476/2009.

Suspension of public distribution offerings of securities

In accordance with Article 19 of CVM Instruction No. 400/2003, the CVM may suspend or cancel, at any time, the distribution offering that: (i) is being processed under conditions different from those contained in said Instruction or registration; or (ii) has been found illegal, contrary to CVM regulation, or fraudulent, even after obtaining the respective registration.

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

The irregularities that cause the most suspensions of public distribution offerings are, historically, the irregular use of advertising material not approved by the CVM (when applicable), in violation of Article 50 of CVM Instruction No. 400/2003 and the

manifestation in the media during the silence period, in violation of Article 48, item IV of the same Instruction. In this sense, we alert offerors to take special care in the disclosure of advertising materials of the offering, carefully observing the provisions in item 40 of this Circular Letter and in direct or indirect contact with communication media or social networks.

The suspension period of the offering cannot be longer than 30 (thirty) days, during which the pointed irregularity must be remedied. Upon the expiration of the deadline referred to in §2 without the flaws that determined the suspension having been remedied, the CVM must order the withdrawal of the offering and cancel the respective registration.

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

Inclusion, after the registration of distribution, of intermediary institutions in public offerings under the regime of CVM Instruction No. 400/2003

The possibility of inclusion of intermediary institutions, after registration, in offerings registered under the terms of CVM Instruction No. 400/2003 arises from the decision of the Collegiate Body of 06/26/2018 (“CRI Bariguí Case”) which interpreted that Article 35, item V of the aforementioned Instruction also contemplates the possibility of inclusion of intermediary institutions after registration and not only the replacement or exclusion, according to the excerpt of the aforementioned minutes transcribed below:

“The Collegiate Body reserved, however, that the foundation of its decision

results from a systematic interpretation of Article 35, item V of

CVM Instruction 400, which also contemplates the case of inclusion

of intermediary institutions in the distribution contract, provided that

previously authorized by the CVM. Thus, the Collegiate Body considered

unnecessary the granting of waiver to the observance of the provisions

of §2 of Article 34, Article 35, and item IV of Article 37.”

If the inclusion occurs after registration and before the disclosure of the start announcement and no preliminary prospectus (and notice to the market) has been used, it is possible to make the inclusion of the participant only with communication and prior authorization of the CVM under the terms of Article 35 of CVM Instruction 400. There is no talk of modification of the offering, in this case.

If one wishes to make the inclusion after registration and (i) the offering has used a preliminary prospectus; or (ii) the inclusion occurs after the disclosure of the start announcement of the offering, such fact must also be communicated to the CVM and will be analyzed by the SRE, potentially configuring, depending on the characteristics of the concrete case, a modification of the offering,

in this case, the necessary authorization conditioned to the application of Articles 25 and 27 of CVM Instruction No. 400/2003.

Dynamics related to the voluntary modification of registered distribution offerings

Before the granting of the registration of the distribution offering, modifications in the conditions and respective reflections in the offering documentation, under the terms of Article 25 of CVM Instruction No. 400/2003, can be implemented by the offerors, without the need for prior manifestation of the SRE, provided that fully complying with Article 27 of CVM Instruction No. 400/2003, in the case of an offering in which a preliminary prospectus is used, already disclosed under the terms of Article 54-A of the same Instruction, including with regard to the possibility of revocation of acceptance by the investor, in case there has been a procedure for receiving reservations.

In this hypothesis, once the modified documentation is filed with the SRE, the analysis period may be restarted, potentially reaching, even, the period of 20 business days, provided for in §5 of Article 9 of CVM Instruction No. 400/2003, depending on the extent of the changes. The eventual requirements related to the object of the modification will be presented as appropriate in the Letter to be sent according to the phase of analysis of the process. It should be noted that the occurrence of a modification of the offering exclusively due to a change in the estimated schedule will not imply the reopening of the analysis period, notwithstanding the need to observe the procedure provided for in the aforementioned Article 27.

Additionally, we inform that if any restart of the analysis period due to modification causes a relevant impact on the investor in the estimated schedule of the offering, not reflected in the modified documentation, the SRE will determine a new modification, observing Article 27 of CVM Instruction No. 400/2003, aiming to adjust the schedule.

After the compliance with curable flaws, only spontaneous modifications to the conditions of the offering can be implemented, preliminarily to the granting of the registration, if the entire period for compliance with curable flaws has not been used.

In turn, if the regulated party has already used the entire available period, the procedure provided for in Article 25, §1 of CVM Instruction No. 400/2003 will apply, with the need for prior submission of the modification to the SRE, with the manifestation regarding the registration and the implementation of the modification conditioned to the passage of the period for analysis of the modification.

Regarding requests for offer modification submitted after registration has been granted, even if the alteration occurs before the announcement of the start of the distribution, the procedure set forth in Article 25 of CVM Instruction No. 400/2003 always applies. In these cases, the effective modification of the offer may only be implemented after the manifestation of the SRE, in accordance with Article 25, §1º, of CVM Instruction No. 400/2003.

Finally, we advise that, once registration has been granted, the submission of a modification request should be made at least 10 business days before the date scheduled for the settlement of the offer. If this is not possible and given the need for prior approval by the SRE of the modified conditions, a communication should be released to the market as soon as a request for offer modification is submitted to the SRE, informing investors of such fact and stating that the request will be reviewed within 10 business days, a period during which the lead intermediary must suspend the settlement of the offer, based on Article 37, item XI, c/c Article 41, both of CVM Instruction No. 400/2003. With such precautions, it is sought to avoid settlement occurring while the SRE's manifestation regarding the requested modification is pending.

Interpretation of the allocation conducted by the entity administering the organized stock and over-the-counter market, vis-à-vis Article 54 of CVM Instruction No. 400/2003

We remind you that, in accordance with Article 54 of CVM Instruction No. 400/2003, the subscription or acquisition of securities subject to the public distribution offer may only be carried out after obtaining the offer's registration with the CVM, the disclosure of the Initial Distribution Announcement, and the availability of the Final Prospectus to investors.

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

In this sense, the provision that the allocation procedure occurs prior to obtaining the offer's registration and the disclosure of the Initial Announcement and Final Prospectus contradicts the cited Article 54 of CVM Instruction No. 400/2003.

CAV Documentation

Issuing companies of Certificates of Investment for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematic works ("CAV") are obliged, by virtue of Articles 24 and 25 of CVM Instruction No. 260/1997, to make certain Periodic and Occasional Information available to the CVM.

In accordance with Article 24 of CVM Instruction No. 260/1997, CAV issuing companies must prepare, by the 10th (ten) day of the month following the reference month, a monthly report on the payment 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 said Instruction.

In accordance with Article 25 of CVM Instruction No. 260/1997, once the project is concluded, CAV issuing companies must prepare and disseminate, 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 said Instruction.

Each IMA, IFA, or ISA Report must be sent to the CVM in a digital file, individualized by competence period (month for IMA and IFA Reports 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-AAAA-MM
IFA Report: CAV-XXXX-NNN-IFA-AAAA-MM
ISA Report: CAV-XXXX-NNN-ISA-AIII-II-AFFF-FF

Where:
XXXX-NNN corresponds to the year and sequential number of the CAV registration number AAAA corresponds to the reference year of the report MM corresponds to the reference month of the report AIII-II corresponds to the year-month of the start of the reference semester AFFF-FF corresponds to the year-month of the end of the reference semester

Destination of resources from offers of quotas of Structured Funds in situations of conflict of interest

It is observed in the structures of public distribution offers of quotas of structured funds, notably REITs (FII) and Private Equity Funds (FIP), the growing use of a power of attorney instrument, offered for grant, by the quota subscriber, at the moment of manifesting their investment, with the aim of facilitating deliberation in quota holder assemblies of operations involving a conflict of interest between the fund and the administrator, manager, or specialized consultant.

Notably, such structuring has been employed when the destination of the resources from the public distribution offer involves the acquisition of assets held or issued by any persons considered related in accordance with the respective instructions (CVM Instruction No. 472/2008, in the case of REITs, and CVM Instruction No. 578/2016, in the case of FIPs), acquisitions that must be submitted for prior, specific, and informed approval within the scope of an assembly to be held among the base of quota holders, including those who contributed the resources that will be allocated in operations involving conflicts of interest.

Regarding this, the Collegiate of this CVM, in a meeting held on 05/28/2019, presented a manifestation, transcribed below, on the occasion of reviewing an appeal against a decision of the SRE, regarding requirements in a public distribution offer of quotas of the REIT – HSI Malls Real Estate Investment Fund (Process SEI 19957.003280/2019-55), which should be observed in registration requests for distribution that contain similar structures:

o The Collegiate did not see artificiality regarding the granting of power of attorney at the moment of subscription of the quotas, in light of the peculiarities and precautions proposed by the Appellants, with the aim that the power of attorney: (i) will not be mandatory (but rather optional); (ii) will be given under a suspensive condition (i.e., that the grantors become quota holders); (iii) will not be irrevocable and unrevocable; (iv) will ensure the possibility of voting against the proposal to acquire the Target Assets (including segregated voting guidance by asset); and (v) will be given by an investor who had access, before granting the power of attorney, to all necessary informational elements for the exercise of the vote, as set forth in the prospectus, in the evaluation reports issued by independent third parties, in the "Voting Exercise Manual" and in the other Offer documents.

[...]

Moreover, in improvement of these precautions, the Collegiate considered it pertinent that it be ensured (i) that there is an express reference in the power of attorney to the conflict of interest to be disavowed with the approval by the general assembly of quota holders to be convened and to the respective informational content that describes it in the prospectus; (ii) that it be stated that the power of attorney may be revoked at any time until the holding of the assembly; and (iii) that the grantee cannot be the manager itself or a related party, recommending, furthermore, that the offer documents seek to encourage, as much as possible, the participation of quota holders in the assembly.

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

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

In such cases, if the power of attorney to be offered to investors within the scope of a public distribution offer of quotas is used, it may contain eligibility criteria, provided they are adequately delimited, to be observed in the acquisition of assets in situations of conflict of interest, subsidizing the future decision-making regarding the matter, in a quota holder assembly convened for this purpose.

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

In this context, we point out that the perennial nature of the deliberation on the acquisition of financial assets in situations of conflict of interest based on eligibility criteria, unlike the deliberation approving the acquisition of a specific non-financial asset, ends up potentially bringing effects during the life of a structured investment fund. Note that, ultimately, a public distribution offer could occur in which new subscribers were unaware of a relevant aspect of the fund's investment policy, namely the possibility of acquiring assets in situations of conflict of interest, even if prohibited by Law (Article 12, VII of Law No. 8.668/1993) and which can only be waived with a qualified quorum in a quota holder assembly (Article 18, XXI and Article 20, § 1º of CVM Instruction No. 472/2008).

It should be noted that such deliberation means, at minimum, relevant informational content for the offer's audience, and may even not be capable of producing effects after the offer, according to the understanding of the DLIP, insofar as there being a significant change in quota holders or net equity would require ratification, after the offer, of an approval deliberated previously.

It is important to highlight here the understanding of the DLIP that it is irregular for a deliberation in assembly to promote the insertion into the bylaws of the prerogative to acquire assets in situations of conflict of interest. In the same line, we understand that it is not possible for the deliberation to provide for the approval of the acquisition of assets in such situations for the entire duration of the fund.

Thus, we alert offerors to include in the Prospectus the eventual existence of prior approval for the acquisition of financial assets in situations of conflict of interest, pointing out in what terms such approval was granted, notably indicating the eligibility criteria for the acquisition and also the quorum with which such matter was approved. Moreover, if there is such prior approval, inform the possibility that, after the offer, ratification of such approval may be necessary. We understand that such information must be included in the "Offer Summary" section with cross-reference to the risk factor that addresses the subject in the "Offer Risk Factors" section.

Moreover, for the purposes of Article 10, § 3º of CVM Instruction No. 472/2008, we express the understanding that, given the relevance of such deliberation in assembly, as already explored, the best interpretation is that the occurrence of a new approval on a specific matter of conflict of interest in the acquisition of assets qualifies as a relevant change in the fund's investment policy, even if, of course, not introduced into its bylaws. In this way, we point out that, in such a hypothesis, the request for registration of the public distribution offer should not be submitted under the automatic analysis procedure, provided for in Article 10, § 2º, of the same Instruction.

CRI and CRA backed by credits considered real estate or by credit rights considered from agribusiness by destination

Based on precedents analyzed by the CVM Collegiate over time, notably within the scope of CVM Processes No. 19957.000587/2016-51 (Collegiate decision of 08/16/2016, Cyrela case) and 19957.001669/2016-13 (Collegiate decision of 08/30/2016, Burger King case), it has become possible to issue CRIs and CRAs backed respectively by credits considered real estate and by credit rights considered from agribusiness due to the destination of the resources originating from the issuance of such titles. In turn, the newly issued CVM Instruction No. 600/2018 incorporated into its text certain aspects contained in such precedents. We consider it relevant to highlight, from both the precedents and the cited Instruction, some of the specific requirements to be observed in offers with this type of backing.

CRIs backed by credits considered real estate in their destination will be those in which cumulatively:

i. an exhaustive list of the real estate properties to which the resources originating from the issuance will be destined is included in the offer documentation, thereby configuring the link provided for in item I of Article 8 of Law No. 9.514/1997;
ii. the obligation of the Fiduciary Agent to verify, throughout the term of the CRIs (at least semi-annually), the effective direction of the entire amount obtained from the issuance to the aforementioned real estate properties is included in the offer documentation, and the Fiduciary Agent must commit to exert its best efforts to obtain the necessary documentation to proceed with the verification of the destination of the Offer resources;
iii. information about the deadline for the effective destination of the resources obtained through the issuance is included in the offer documentation, which must be no later than the maturity date of the CRIs, with the understanding that, if there is the possibility of early redemption or maturity, information must also be inserted in the Offer documentation that the obligations of the Debtor and potentially the Fiduciary Agent regarding the destination of resources will persist until the original maturity of the CRIs or until the destination of the total amount of resources is effected;
iv. an indicative schedule (amounts and dates) of the destination of the resources obtained through the issuance to the linked real estate properties is included in the offer documentation, precisely defining a percentage, relative to the total value raised in the offer, that will be destined to each of the aforementioned real estate properties. Such indicative schedule must contain information about the general forecast of destination of the resources originating from the offer at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;
v. information is included in the offer documentation that any alteration regarding the percentage of the resources obtained from the issuance to be destined to each of the linked real estate properties must be preceded by an amendment to the Securitization Term, as well as to any other document that may be necessary;
vi. the capacity to destination to the linked real estate properties the entire amount of resources that will be obtained from the issuance, within the term of the CRIs, is demonstrated, taking into account, for this purpose, the amount of resources spent up to the moment, the need for remaining resources of each of the aforementioned real estate properties, as well as the destination of resources already programmed for such real estate properties due to other CRIs already issued;
vii. in offers directed to general investors, qualified or not, carried out in accordance with CVM Deliberation No. 772/2017, in which the debtor of the backing must be a publicly-held company, the offer documentation must contain a scenario for early redemption in case of the incorporation of the debtor of the backing by a company that is not publicly-held;
viii. if the resources originating from the offer are destined, in whole or in part, to the reimbursement of expenses of a real estate nature, such expenses must have been incurred no more than 24 months prior to the closing of the distribution, as well as being directly pertinent to the acquisition, construction, and/or renovation of specific real estate properties previously identified in the offer documentation, in accordance with the Decision of the CVM Collegiate of 07/02/2019, within the scope of CVM Process No. 19957.001522/2017-12. Moreover, in this specific case, a declaration from the securitization company certifying that the expenses to be subject to reimbursement are not linked to any other CRI issuance backed by real estate credits in the destination must be forwarded. It is clarified, furthermore, that the 24-month period in question refers only to the date when such expenses were incurred, regardless of the date when the contractual relationship that gave rise to the aforementioned expenses was constituted, as clarified by the CVM Collegiate in a decision dated 10/08/2019, within the scope of CVM Process No. 19957.008097/2019-46.

CRAs may, in accordance with ICVM No. 600/2018, be backed by credit rights from agribusiness, thus considered by their destination, in the following situations, which must observe the following:

A. When the credit rights from agribusiness are constituted by debt titles issued by third parties, linked to a commercial relationship existing between the third party and rural producers or their cooperatives, in accordance with item II of § 4º of Article 3 of ICVM No. 600/2018:

i. an express provision is included in the offer documentation that the resources originating from the issuance will be destined exclusively to rural producers, or their cooperatives, forwarding an exhaustive list of the aforementioned rural producers, or their cooperatives to the CVM, to the Fiduciary Agent, and to the issuer, proving the condition of rural producer, or of rural producer cooperative, of all those who are related as such in the offer documentation;
ii. the contracts or other valid documents between the third parties and rural producers or their cooperatives are presented, in amounts and terms compatible with those of the CRA issuance;
iii. the condition of agricultural product, agricultural input, or machines and equipment used in agricultural activity of all the products involved in the businesses carried out between rural producers, or their cooperatives, and third parties, businesses to which the resources originating from the offer will be destined, is justified;
iv. the obligation of the Fiduciary Agent to verify, throughout the term of the CRAs (at least semi-annually), the effective direction of the entire amount obtained from the issuance to the businesses carried out between rural producers, or their cooperatives, and third parties is included in the offer documentation, and the Fiduciary Agent must commit to exert its best efforts to obtain the necessary documentation to proceed with the verification of the destination of the Offer resources;
v. information about the deadline for the effective destination of the resources obtained through the issuance is included in the offer documentation, which must be no later than the maturity date of the CRAs, with the understanding that, if there is the possibility of early redemption or maturity, information must also be inserted in the Offer documentation that the obligations of the Debtor and potentially the Fiduciary Agent regarding the destination of resources will persist until the original maturity of the CRAs or until the destination of the total amount of resources is effected;
vi. an indicative schedule (amounts and dates) of the destination of the resources obtained through the issuance to the businesses carried out between rural producers, or their cooperatives, and third parties is included in the offer documentation. Such indicative schedule must contain information about the general forecast of destination of the resources originating from the offer at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;
vii. the capacity to destination to the businesses carried out between rural producers, or their cooperatives, and third parties, within the scope of the contracts or other documents that formalize such businesses, the entire amount of resources that will be obtained from the issuance, within the term of the CRAs, is demonstrated, taking into account, for this purpose, the amount of resources spent up to the moment, as well as the destination of resources already programmed due to other CRAs already issued, within the scope of such contracts;
viii. in offers directed to general investors, qualified or not, carried out in accordance with Article 12 of CVM Instruction No. 600/2018, in which the debtor of the backing must be a publicly-held company, the offer documentation must contain a scenario for early redemption in case of the incorporation of the debtor of the backing by a company that is not publicly-held.

In accordance with the Decision of the CVM Collegiate of 01/22/2019, within the scope of CVM Process No. 19957.009605/2018-22, it was clarified that the rental of machines and agricultural equipment to rural producers can be considered as the destination of resources for the purposes of issuing CRAs backed by debt titles issued by third parties, in accordance with item II of § 4º of Article 3 of CVM Instruction 600/2018, with the destination of resources in accordance with § 7º of the same article.

B. When the credit rights of the agribusiness are constituted by debt titles issued by rural producers or their cooperatives, in accordance with item III of § 4 of art. 3 of CVM Instruction No. 600/2018:

i. documentation must include proof of the status of rural producer, or rural producer cooperative, of all those who are issuing the debt that will compose the collateral of the CRA;

ii. the offering documentation must include a description of the activities of the rural producers, or their cooperatives, to which the resources originating from the CRA issuance are destined, which must fall within the production, commercialization, processing, and industrialization activities comprised in the caput and items of art. 3 of CVM Instruction No. 600/2018;

iii. the status of agro-livestock product, agro-livestock input, or machinery and equipment used in the agro-livestock activity of all products involved in the activities to which the resources originating from the offering are destined must be justified;

iv. in the case of CRA collateralized by agribusiness credit rights considered as such by their destination, it is recommended that the offering documentation include the obligation of the Trustee to verify, throughout the term of the CRA (at least semi-annually), the effective direction, by the rural producers or their cooperatives, of the entire amount obtained with the issuance to their production, commercialization, processing, and industrialization activities comprised in the caput and items of art. 3 of CVM Instruction No. 600/2018; in this case, the Trustee must commit to using its best efforts to obtain the necessary documentation in order to proceed with the verification of the destination of the Offering resources;

v. the offering documentation must include information on the deadline for the effective destination of the resources obtained through the issuance, which must be no later than the maturity date of the CRA, with the understanding that, in the event of the possibility of early redemption or maturity, information must also be inserted in the Offering documentation that the obligations of the Debtor and potentially of the Trustee regarding the destination of resources will persist until the original maturity of the CRA or until the destination of the total amount of resources is effected;

vi. in the case of CRA collateralized by agribusiness credit rights considered as such by their destination, it is recommended that the offering documentation include an indicative schedule (amounts and dates) of the destination, by the rural producers or their cooperatives, of the resources obtained through the issuance to their production, commercialization, processing, and industrialization activities comprised in the caput and items of art. 3 of CVM Instruction No. 600/2018. Such indicative schedule must contain information on the forecast of general destination of the resources originating from the offering at least semi-annually, in line with the periodicity established for monitoring by the trustee;

vii. the capacity of the rural producers or their cooperatives to direct to their production, commercialization, processing, and industrialization activities comprised in the caput and items of art. 3 of ICVM No. 600/2018 the entire amount of resources that will be obtained with the issuance, within the term of the CRA, must be demonstrated, taking into account, for this purpose, the amount of resources spent up to the moment, as well as the destination of resources already programmed due to other CRAs already issued, within the scope of such activities;

viii. in offerings directed to investors in general, qualified or not, carried out in accordance with art. 12 of CVM Instruction No. 600/2018, in which the debtor of the collateral must be a publicly held company, the offering documentation must include the possibility of early redemption in the event of the incorporation of the debtor of the collateral by a company that is not publicly held.

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

CRAs with dispersed collateral

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

Furthermore, it is worth informing that the lack of need for prior verification, by the securitization company, of the status of rural producer of all those considered as such within the scope of the operation does not remove the responsibility of the issuer and the lead coordinator of the offering, in accordance with art. 56 of CVM Instruction 400/2003, for the “truthfulness, consistency, quality, and sufficiency of the information provided”, which would include the status of rural producer of all those considered as such in the offering documentation.

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

Possibility of issuing CRI with collateral in credits guaranteed by fiduciary alienation of real estate

In accordance with the Decision of the CVM Collegiate Body of 01/16/2018, which by majority granted a remedy against the understanding of the SRE, within the scope of the request for registration of the public distribution offering of Real Estate Receivable Certificates of series 62nd and 63rd of the 1st issuance of Barigui Securitizadora S.A. (CVM Process No. 19957.008927/2017-73), it was deliberated that “the loan to natural persons with an adjunct pact of fiduciary alienation of real estate as guarantee constitutes real estate credit at its origin, since the owner derives economic benefit from his property, through the granting of real guarantee, to obtain resources at reduced costs. Furthermore, in this modality of loan, the linkage of the alienation value of the property to the satisfaction of the credit is verified, since the creditor has the security of receiving the due installment from the product obtained with the execution of the guarantee, in case of default.”

The CVM Collegiate Body also emphasized that, “in the case under analysis, the pertinence of this loan with the real estate market is evidenced by the fact that the originator is a mortgage company, part of the Real Estate Financial System (Law 9.514, art. 2º) and the Housing Financial System (Law No. 4.380/1964, art. 8º, VI), whose typical object is the granting of loans and financing guaranteed by fiduciary alienation of real estate assets (CMN Resolution No. 2.122/1994, art. 3º, II). Thus, by allowing the loan to serve as collateral for the issuance of the CRI, one contributes to the expansion of the activities performed by this participant of the real estate market. Moreover, the admission of this modality of loan as collateral for CRI is consistent with the understanding that has been adopted by the Central Bank of Brazil and the National Monetary Council regarding the qualification of real estate credit, as seen in BACEN Circular No. 3.614/2012, relating to the real estate credit letter – LCI, and in CMN Resolution No. 4.598/2017, which regulated the guaranteed real estate letter – LIG. It is, therefore, an interpretation of the concept of real estate credit that promotes regulatory coherence among the different resource-raising instruments used within the scope of the real estate market.”

Based on the Decision in question, we understand that credits guaranteed by fiduciary alienation of real estate assets may constitute collateral for CRI, provided that:

i. Such credits are guaranteed by real estate asset since their origination, demonstrating “that the owner derives economic benefit from his property, through the granting of real guarantee, to obtain resources at reduced costs”;

ii. Such credits have as originator and assignor an institution integrated into the Real Estate Financial System, in accordance with art. 2 of Law No. 9.514/97, thereby contributing “to the expansion of the activities performed by this participant of the real estate market”, as well as in consonance “with the understanding that has been adopted by the Central Bank of Brazil and the National Monetary Council regarding the qualification of real estate credit, as seen in BACEN Circular No. 3.614/2012, relating to the real estate credit letter – LCI, and in CMN Resolution No. 4.598/2017, which regulated the guaranteed real estate letter – LIG”; and

iii. The real estate guarantee covers the total value of the credit that is being used as collateral in the issuance of CRI.

Transfer to the Securitization Company of the credits that will compose the collateral in CRI and CRA operations

We alert that the issuance and distribution of CRI and CRA must be preceded by the effective transfer to the Securitization Company of the credit rights that collateralize them, that is, all conditions for the perfection of the transfer of the credit rights that collateralize the CRIs and CRAs to the Securitization Company must be observed prior to the issuance and distribution of the aforementioned titles, as well as to the registration of the Offering by the CVM, and the contract that formalizes such transfer and the other offering documents must reflect this understanding.

Regarding this, it is worth noting that CVM Instruction No. 600/2018 began to admit the possibility of direct subscription by the securitization companies of the credits that will compose the collateral, notably through § 6 of art. 3. The introduction of such a provision had the objective of meeting a request from securitization companies in order to simplify the structuring of the product and reduce compliance costs.

In addition to such a provision, in the edition of CVM Instruction No. 600/2018, provisions were introduced, both in this Instruction (art. 17, item I) and in CVM Instruction No. 414/2004 (art. 16-A), that signal the possibility of direct subscription or acquisition of credit in the structuring of both the CRA and the CRI.

Thus, it can be interpreted that the rules of public offerings of CRAs and CRIs began to foresee the exceptionality of structuring the securitization operation without the act of assignment of the credits that compose the collateral of the certificates. In such cases, the provision contained in both CVM Instruction No. 414/2004 and Law No. 9.514, of 1997, regarding the identification of the act of assignment, can be interpreted in such a way that its application occurs when the assignment is an act integrated into the securitization operation.

Possibility of distribution period of up to 2 years in offerings of open FIDCs

In the Decision of the CVM Collegiate Body within the scope of CVM Process No. RJ-2007-11393, which authorized the extension of the distribution period of the Ourinvest FIDC Financeiros – Suppliercard (“Fundo Ourinvest”) to 2 years, following the vote of the Reporting Director, the Collegiate Body considered, for this concession, the decision within the scope of CVM Process No. RJ-2005-3975, which dealt with an appeal filed by the Urbanization Municipal Company (EMURB), representative of the Municipality of São Paulo regarding the Faria Lima Consortiumed Urban Operation, against a decision of the SRE, which denied the request for extension of the public distribution offering period of Certificates of Additional Construction Potential – CEPAC.

In that precedent, a period of 2 years was attributed for the distribution of CEPAC having in view that the period of 6 months for the conclusion of the issuance was considered insufficient. It was also clarified that the CEPACs were a pioneering title and still little disseminated, being reasonable that the distribution period be longer for the first two unique cases of CEPAC issuance registered at the CVM.

Already in the precedent of the Ourinvest Fund, the Reporting Director of that case voted favorably to the extension of the public distribution offering period of the Fund’s shares up to 2 years “having in view the analogy to the distribution period of CEPAC, according to the Collegiate Body’s decision, and of standardized debentures provided for in CVM Instruction No. 404/04”, also allowing the SRE to treat similar cases of open FIDCs framed in the category provided for in §§1 and 2 of art. 21 of CVM Instruction No. 356/01 in the same manner.

Thus, within the faculty granted to the SRE above, and by analogy with the CEPAC distribution precedent, when intending to carry out a public offering of shares of an open FIDC with a distribution period of up to 2 years, justifications must be presented along with the registration request of the aforementioned offering that denote that the distribution of the shares in 6 months would be insufficient.

Such justifications must consider the grace and redemption periods involved in the offering, which, in order to be entitled to the distribution period of up to 2 years, must represent for the operation “high risk and difficult to measure due to the interruption of the application flow”, “given that the redemption flow would not be interrupted during this period”.

In this sense, we understand that in offerings whose grace and redemption periods summed are greater than 6 months, there would not be, in principle, an effective cash outflow during the distribution period provided for in the regulation (of 6 months), or during any analysis of a new registration request for the offering.

Said this, we understand that open FIDCs with grace and redemption periods that, when summed, result in a value greater than the distribution period provided for in the applicable regulation of 6 months do not fit into the main concern expressed through the Decision of the Collegiate Body issued within the scope of CVM Process No. RJ-2007-11393, a concern that can be verified through paragraphs 41 and 55 of the vote of the then Director Durval Soledade, in the following terms:

“41. Furthermore, the possibility of occurrence of unforeseen events in obtaining the successive distribution registrations represents high risk and difficult to measure due to the interruption of the application flow. Given that the redemption flow would not be interrupted during this period, the mismatch between cash inflows and outflows would tend to generate losses or even determine the liquidation of the fund. (...)

However, the simple extension of the period does not contain an unequivocal solution in view of the needs of the Appellant - of mechanisms that ensure a firm flow of resources - nor is the suggestion brought by the SRE safe.”
Portfolio Administrator acting with Distributor

The portfolio administrator of securities, a legal entity, may also act in the distribution of shares 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 function by the Central Bank of Brazil cannot hire an autonomous investment agent, hire another institution, or lead a pool to distribute shares of investment funds.

The authorization established by the aforementioned Instruction had two main benefits as its objective: (i) to allow direct contact between those responsible for portfolio administration, the greatest understanders of the characteristics of the funds managed by the institution, and the clients, interested in understanding the investment vehicles in which they intend to invest; (ii) to reduce costs with the distribution of shares of funds managed by a portfolio administrator that is not an institution authorized to function by the Central Bank.

In light of such rationale, within the scope of public offerings of shares of closed investment funds that have retail investors as the target audience, the understanding of the SRE is that the participation, as a leading intermediary institution, of portfolio administrators of securities, that are not institutions authorized to function by the Central Bank of Brazil, does not cohere with the practice of such distribution offerings, since the size inherent to these offerings would imply greater obstacles to the observation, by these administrators, of the duties of the leading intermediary and also considering that the hiring of third-party intermediaries, in a distribution pool, would invalidate the premise of allowing isolated acting in the distribution of shares of funds of which it is manager/administrator.

Furthermore, in the case of distribution offerings that have qualified investors, professionals, or even offerings carried out under restricted efforts as the target audience, the SRE understands that the acting of portfolio administrators of securities that are not financial institutions is possible only in cases where there is no distribution pool, that is, when the portfolio administrator is the leading intermediary, without, however, the subcontracting of other intermediaries.

No prejudice is envisioned in the situation where the portfolio administrator, that is not a financial institution, acts as a contractor of a financial institution that leads a distribution pool, regardless of the target audience of the offering. In this hypothesis, the objective of allowing greater contact between the manager/administrator and the final investors would be met, while, in principle, the cost structure of an offering distributed through a distribution pool would not be negatively affected by the hiring of the portfolio administrator vis-à-vis any other intermediary.

In the case where the distribution takes place in an offering with restricted efforts, the communication regarding the start and end of the offering, in accordance with art. 7-A and art. 8 of CVM Instruction No. 476/2009, must be sent via system, as per section 19 below, using the CVMWeb password of the distribution director indicated in the registration.

Trustee

From CVM Instruction No. 583/2016, trustees began to be covered by CVM Instruction No. 510/2011, which deals with the registration of participants in the securities market.

The “Trustee Registration System - SCAF”, module for presenting and updating the registration information of these participants, through the CVM’s Internet page, is hosted in the restricted access environment of CVMWeb, is located in the left initial menu, and can be accessed by those responsible for entities that meet the criteria for exercising the activity, in accordance with art. 4 of ICVM 583/16.

Indeed, financial institutions previously authorized by the Central Bank of Brazil may be appointed as Trustee, provided they maintain active registration with the CVM as Provider of Portfolio Administration Service or Custodians.

For the purpose of accessing CVMWeb, we remind you that in the case of participants registered as Providers of Portfolio Administration Service, the responsible person is the “Responsible Director”, while in the case of Distributors, it is the “Responsible Director for ICVM 542”.

In the options “Registration Consultation” or “Registration Update”, the search is done from the CNPJ or name of the institution. The inclusion of Trustee in the “Registration” menu starts with filling in the CNPJ of the institution.

It is worth noting that Trustees are also subject to the provisions of CVM Instruction No. 510/2011, which deals with the registration of participants in the securities market. According to the new wording of the aforementioned Instruction, the Electronic Declaration of Conformity (“DEC”) can already be carried out, through the CVMWeb environment in the menu “Registration Update of Participants”, and then “Electronic Declaration of Conformity”. This obligation is due until March 31 of each year.

We also take this opportunity to guide trustees regarding recommended procedures for the adequate exercise of the duties listed in art. 11 of CVM Instruction No. 583/2016, in light of their primary function as gatekeepers, within the scope of distribution, as well as throughout the life of debt securities. Special attention is given to procedures related to the verification of guarantees provided regarding securities distributed publicly or admitted to trading in an organized market.

It is emphasized that the application of the practices described herein must always be conditioned to the analysis of concrete situations. Finally, there is no intention to exhaust the

procedures that must be adopted by fiduciary agents in their duty of diligence.
In this sense, in their duty to act with care and diligence, the fiduciary agent must not limit itself to the documents provided by the issuer and declarations presented.
It must also seek all documents that may prove the completeness, absence of flaws and defects of the information presented in the debenture indenture, securitization term or equivalent instrument.
Regarding the assets given as collateral, the fiduciary agent must verify, in addition to the declared value and possible appraisal reports hired by the issuer or third parties, seeking to verify the plausibility of the indicated value (for example, market values and history of these assets). In this sense, if it deems necessary, the fiduciary agent must, in addition, hire new appraisals of the assets given as collateral. In particular, in the case of real guarantees, the fiduciary agent must attest whether the issuer actually has rights over the object of the guarantee. Furthermore, the fiduciary agent must ascertain whether the guarantee provided by the issuer is capable of achieving its objective of additional security, exercising an independent role in relation to the performance risk of the investment represented by the distributed security. Possible risks must be duly stated in the debenture indenture, securitization term or equivalent instrument.
36. Cancellation of issuer registration – OPA
We clarify that the request for cancellation of issuer registration must comply with what is stipulated in §4 of art. 4 of Law No. 6.404/1976, in CVM Instruction No. 361/2002 and in arts. 47, 48 and 50 of CVM Instruction No. 480/2009, and the company must be previously subject to a public acquisition offer (“OPA”) for cancellation of registration, in accordance with the aforementioned legal provision.
Article 34 of CVM Instruction No. 361/2002 provides, in specific cases, the possibility of carrying out an OPA with a differentiated procedure, such as the waiver of some formalities required by the norm itself, but not the waiver of OPA effectively, whose obligation arises from a legal provision, as already stated by the Collegiate of this Commission, in meetings dated 8/24/2004 and 11/17/2009, the latter within the scope of CVM Process No. RJ 2009-4470.
The CVM must, therefore, express itself favorably to the non-realization of OPA only in the following cases: (i) there is no legal provision for it; (ii) there are no circulating share holders, as defined in art. 4-A, §2 of Law No. 6.404/1976 and in item III of art. 3 of CVM Instruction No. 361/2002; and (iii) in the event that there are circulating shares, the unanimity of the holders of such shares declare that they waive the realization of an OPA for cancellation of registration, either through an Extraordinary General Meeting, 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. 361/2002, as well as compliance with the provisions of arts. 47 and 48 of CVM Instruction No. 480/2009. Furthermore, it should be noted that, for the purpose of cancellation of issuer registration in category A or B, if there are other securities in circulation other than shares and depositary receipts 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 in a meeting dated 06/14/2016, within the scope of CVM Process No. RJ-2015-4262.
37. Discontinuation of BDR program
CVM Instruction No. 361/2002 does not apply to the procedure for discontinuation of a BDR program.
CVM Instruction No. 585/2017 instituted the obligation that requests for cancellation of the registration of a BDR program, to be reviewed by the SRE in accordance with the analysis periods applicable to requests for registration of public distribution offers, must be accompanied by a declaration from the entity administering the organized over-the-counter market or stock exchange on which the certificates are traded, attesting to compliance with the procedures established by it for the discontinuation of the program. Furthermore, it now provides that the SRE may request other documents and additional information to support the analysis of the cancellation request. It is worth remembering that previously, the procedures for discontinuation of BDR Level II and Level III programs (which involve registered foreign issuers) needed to be previously approved by the CVM. Based on the new model, the procedure provided for in item 6.6.7 of the “Issuer Manual” of B3 (http://www.bmfbovespa.com.br/lumis/portal/file/fileDownload.jsp?fileId=8AA8D0975F0E0FCA015F3A9AE2DE3E2A) must be observed. The administering entity must monitor the program discontinuation procedure and – at the end of the process – will send a declaration to the CVM that the depositary institution complied with the procedures established by it. In exceptional and justified situations, the depositary institution or the Foreign Issuer, as applicable, may submit to the approval of B3 differentiated procedures and conditions for the discontinuation of the BDR Program, those cited in the caput of item 6.6.7 in reference. Such procedures, when they do not involve a Level I Un-sponsored BDR program, must be submitted to the CVM for approval.
38. Request for OPA registration
With regard to the registration requests for the mandatory OPA modalities (for cancellation of registration, due to increase in participation and due to 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. 361/2002.
Furthermore, in any OPA formulated by the target company, by the controlling shareholder or by persons linked to him, provided that it is not an OPA due to alienation of control, if the offeror foresees in the offer notice that he will opt to acquire up to 1/3 of the shares in circulation (item I of art. 15 of CVM Instruction No. 361/2002), if acceptance of the OPA occurs by shareholders holding more than 1/3 and less than 2/3 of the aforementioned shares, the offeror must send to the SRE a Statement of increase in participation of any shareholders in the control block of the company, since 9/5/2000, specifying the form of acquisition, the price paid per share, the quantity acquired and the date of acquisition, as well as 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. 361/2002 are subject to a request for waiver, the offeror must send justification discriminating the provisions of the aforementioned Instruction from which it intends to exempt itself. In this sense, we emphasize that the choice of the differentiated procedure to be adopted in substitution to the ordinarily provided for in the aforementioned Instruction will be up to the offeror, not the CVM to guide which is the best procedure for each case. In accordance with CVM Resolution No. 756/2016, the SRE will review requests for unification of OPA (formulation of a single OPA aiming at more than one of the purposes provided for in CVM Instruction No. 361/2002), as well as for the adoption of a differentiated procedure, provided that the same has already been the subject of previous deliberation by the CVM Collegiate within the scope of offers with similar characteristics. Otherwise, the request for adoption of a differentiated procedure will be reviewed by the CVM Collegiate. We also highlight that at the electronic address of this Commission (http://www.cvm.gov.br) decisions of the CVM Collegiate, as well as notices and appraisal reports of OPAs registered with differentiated procedure, which can serve as a basis for future requests, can be found.
39. Update of Appraisal Report in OPA
If the analysis period of the OPA registration request following the publication of the Appraisal Report extends for a period longer than 1 year, it will be presumed that the information on which the aforementioned document was based is outdated, so that its update, as a rule, will be required by this technical area, with the aim of preserving to the shareholder subject to the offer the right to make a reflected and independent decision, in accordance with item II of art. 4 of CVM Instruction No. 361/2002. This possibility is provided for in §9 of art. 8 of CVM Instruction No. 361/2002, so that the CVM may require, within the analysis period of the OPA registration request, that the Appraisal Report be updated by the appraiser. It is worth noting that the update of the Appraisal Report may be required in a period shorter than the above mentioned, if any fact occurs that justifies the update of the aforementioned document. In accordance with the Decision of the CVM Collegiate of 10/22/2019, within the scope of CVM Process No. 19957.005392/2018-60, there would be no obstacle to the offeror hiring a new appraiser to prepare an updated appraisal report in compliance with item II of §9 of art. 8 of CVM Instruction 361/2002, provided that the new appraiser and the report prepared by him comply with the requirements provided for in the applicable regulation and the period is reopened, from the availability to the market of the new report, for the request to convene a special assembly, in accordance with art. 4-A of Law No. 6.404/1976.
40. Interpretation of article 37, §1 of CVM Instruction No. 361/2002
For the purpose of the calculation, prescribed in §1 of art. 37, of the shares in circulation, as provided for in articles 15, item I, and 26 of CVM Instruction No. 361/2002, the following formula must be considered, confirmed by the Collegiate of the agency 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 05/09/00; AAC: additional number of shares of the class or species in circulation from 05/09/00, as a result of: capital increases with subscription of shares, bonuses in shares, alienation of shares by the target company itself for maintenance in treasury, 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 05/09/00, as a result of: redemption, amortization or reimbursement, acquisition of shares by the target company itself for maintenance in treasury 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 05/09/00 by the controller, by a person linked to him, or by other persons acting in concert with the controlling shareholder or person linked to him, through public distribution offers; AQ: number of shares of the class or species acquired by the controller/linked, since 05/09/00, through OPA or other means.
41. Distribution offers carried out through Crowdfunding
In 2017, CVM Instruction No. 588/2017 was issued, establishing a new normative framework for public offers of securities issued by small business companies, automatically exempt from registration of distribution offers, carried out through crowdfunding operations. Such instruction revoked the provision that existed in CVM Instruction No. 400/2003 (art. 5, item III), of automatic exemption for the case of issuance by small and micro companies, as defined by law, by which such offers were then classified. It is important to note that, while the previous discipline brought the legal concept of small and micro company, the new Instruction defines the concept of small business company, which must apply to all offerors who raise funds through the Instruction in question. Furthermore, it is important to note that the Instruction in question does not regulate the activity of loans granted by individuals to individuals or legal entities through the worldwide computer network, program, application or electronic means, which does not involve the issuance of securities. We remind you that the request for registration of a participant with the CVM of Electronic Platforms for Participative Investment, as well as any issue of this nature, must be submitted to the Superintendence of Market and Intermediary Relations (SMI), notably through the Business Analysis Management (GMN), with the certainty that any issue related to the offer made under the procedure now in question, including with regard to the duties of the platform inherent to its activities, is the competence of this SRE. The integration of the registration of this type of participant into the Restricted Efforts System (“SER”), through which the Forms of Start provided for in annex 27-I of CVM Instruction No. 588/2017 are archived, is being implemented. Thus, until further guidance is given, each new offer the person responsible for the electronic participative investment platform must send such document through the “Digital Protocol” tool, according to the instructions contained in item 1, above. The forms must be saved in PDF (Portable Document Format) non-editable and searchable format. This guidance also applies to the sending of the information provided for in Annex 27-II of the Instruction in question, required until March 1 of each year. Additionally, according to article 3°, V of CVM Instruction No. 588/2017, the use of raised funds is prohibited for: (i) merger, incorporation, share incorporation and acquisition of participation in other companies; (ii) acquisition of titles, convertible or not, and securities issued by other companies; or (iii) granting credit to other companies. In this sense, the CVM’s understanding is that the documents that prove compliance with the aforementioned provision must be available to investors on the Platform. With regard to compliance with article 8°, caput of CVM Instruction No. 588/2017, the electronic investment platform – defined in terms of article 2°, II
of the same Instruction – must allocate a page on the worldwide computer network for information on offers through crowdfunding. The SRE’s understanding is that such page must be dedicated exclusively to offers made in accordance with CVM Instruction No. 588/2017, so that the clarity and objectivity of this modality of investment in securities is guaranteed, therefore, it is not permitted that there are other types of investment offers on the same page of the platform on the worldwide computer network used to disclose offers of securities related to crowdfunding operations. Furthermore, other pages on the worldwide computer network should not be used, with the aim of disclosing investments other than those provided for in CVM Instruction No. 588/2017, that have the same name, similar names or the same visual identity of the page used by the platform to disclose investments in operations of crowdfunding regulated by CVM Instruction No. 588/2017, so as to avoid that investors are led to error. Finally, there should also be no links or any other type of reference on the platform page that direct the investor to other investment opportunities other than those covered by CVM Instruction No. 588/2017.
42. Virtual assets and public offerings - ICO
Virtual assets and their effects on the structure on which capital markets are based currently represent a major challenge for financial and capital market regulators not only in Brazil but also in other jurisdictions, due to the innovation inherent to this new model of instrument, raising diverse interpretations and still in constant evolution, regarding its economic and legal nature. Operations known as Initial Coin Offerings (ICOs) can be understood as public fundraising, with the issuance of virtual assets, also known as tokens or coins, to the investing public as consideration. These virtual assets, in turn, depending on the economic context of their issuance and the rights conferred to investors, may fall under the broad definition of securities established in item IX of art. 2 of Law No. 6.385/1976. Notably, the presence in the contractual relationship of rights conferred to the acquirer, such as participation in capital or in agreements on fixed remuneration on the invested capital or voting in assemblies that determine the direction of the issuer's business, would support the interpretation that a certain virtual asset is a security. In light of such appreciation, if the classification as a security is verified, the competence of the CVM would be attracted and in this case, the public fundraising through the offer of such tokens must be submitted to the procedure of CVM Instruction No. 400/2003 or, alternatively, to CVM Instruction No. 588/2017. It should be noted that the distribution model on which an ICO process is typically based, notably based on blockchain technology, may imply the need to request waivers, whether of registration of the offer or its requirements, or even of other normative obligations. Furthermore, the regulatory framework that disciplines the infrastructure of operations in the capital market is based on the triad registration, custody and bookkeeping of securities, a framework that does not appear to be consistent with a typical operation in the form of an ICO, so it is also necessary to pay attention to the alternatives that could be implemented with a view to eventually replacing such infrastructure and what it proposes to safeguard - the protection of market agents. Having said that, it is, in a first instance, the evaluation of the entrepreneur/offeror himself on whether the offered token represents a security or not (which does not bind the CVM, which may, eventually, take severe measures if it disagrees with the offeror's analysis and concludes that there was an irregular public offer of securities). In the negative case, the competence of the CVM is excluded, and it is not necessary to carry out any procedure with this Agency. Furthermore, it is important to note that the registration of the public distribution offer of securities does not serve to confer “positive CVM approval”, but rather to enable what is considered an adequate information flow to investors, who will themselves evaluate the investment.
It is important to note that the entrepreneur/offeror must be aware of what is currently provided for in terms of regulations on public offerings of securities, without prejudice to the fact that the CVM may act in the supervision and sanction of any irregular procedures, once identified. Offers of virtual assets that fall under the definition of security and are in non-compliance with the regulation will be considered irregular and, as such, will be subject to the applicable sanctions and penalties.
43. Guidelines for the Preparation of the Prospectus and other Public Distribution Offer Documents
43.1. General guidelines
In order to facilitate the verification, by the CVM, of the information that must be included, by virtue of the applicable regulation, in the Prospectus and other documents of public distribution offers, a detailed description must be sent, together with the proceeding through which the registration request for the offer is requested, detailing where they are found (page number and item in the document), in each document presented, the information required through the annexes of CVM Instruction No. 400/2003, among which, as a non-exhaustive example, we can cite:

The information provided for in the Prospectus in Annexes III and III-A of CVM Instruction No. 400/2003;
The information provided for in the Notice of Start of Distribution in Annex IV of CVM Instruction No. 400/2003;
The information provided for in the Notice of End of Distribution in Annex V of CVM Instruction No. 400/2003;
The information provided for in the Securities Distribution Contract in Annex VI of CVM Instruction No. 400/2003; and
The information provided for in the Securitization Term in Annex III of CVM Instruction No. 414/2004.
43.2. Rules on the preparation and disclosure of information
The Prospectus is not an advertising material. It is the document of information and data on 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 him.
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 him from reading.
Factual information must be differentiated from interpretations, opinions, projections and estimates. Factual information must be accompanied by the indication of its sources.
Regarding the organization of the Prospectus, it must facilitate its reading. The SRE emphatically recommends that, in the preparation and presentation of the Prospectus, the order provided for in Annex III of CVM Instruction No. 400/2003 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 and financial situation and the risks inherent to its activities and the securities offered, such as repetitions of legal texts, explanatory notes and parts of other documents.

The information contained in the articles of incorporation, fund regulations, debenture indentures, and securitization deeds, documents that must be attached to the Prospectus and also need to be presented in the body of the prospectus, must be synthesized and allocated by reference, avoiding pure repetition of text.

43.3. Guidelines for drafting offering documents 1
An analysis must be made regarding which information investors need to make decisions, before words, sentences, or paragraphs are considered. The drafting of an offering disclosure document must be economical in its use of words and at a level that the public can understand. Its sentence structure must be concise. Its tone direct and inviting to read. Its design visually attractive. A simple document should be easy to read and appear as if it is intended to be read.

Investors need to read and understand offering 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.

One must question 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 whole. A

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

individual piece of 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 industry terms or concepts where they appear for the first time.
v. Review your document by taking a good look at the flow of information from beginning to end.

43.4. Distribution Agreement
Given the principle of irrevocability of the offering provided for in art. 22 of CVM Instruction No. 400/2003 and that the rescission, voluntary or involuntary, of the distribution agreement signed between the lead manager and the offeror implies the revocation of the offering, we alert that, for its effective implementation, a request for revocation of the offering must be previously submitted to SRE, in accordance with art. 25 of CVM Instruction No. 400/2003.

In this sense, we recommend that the rescission hypotheses contained in the distribution agreements observe the principles set forth in art. 25 of CVM Instruction No. 400/2003, which underpin the possibility of revocation of the offering, namely the occurrence of a substantial, subsequent, and unforeseeable change that causes a relevant increase in the risks assumed by the offeror and inherent to the offering itself.

43.5. 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 the offering registration.

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

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 offering and the CVM registration number of the offering. In case of 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 to the subscriber or purchaser.

43.6. Availability and submission of the Prospectus to CVM
The public offering Prospectus must be sent to CVM together with the registration request for the offering. This submission must be made in the form of an electronic document, preferably using the electronic document protocol on the CVM website.

Even in draft form, it will be made available on the CVM website as soon as the offering registration request 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 art. 53 of CVM Instruction No. 400/2003. 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 Commencement Announcement is made available. The Definitive Prospectus must be available to investors at least 5 (five) business days before the initial deadline for accepting the offer if a Preliminary Prospectus has not been used.

It is important that the Prospectuses be available, on the websites of CVM, the issuer, the offeror, the markets where the securities are traded, and all participating intermediary institutions, in compliance with the provisions of art. 54-A of CVM Instruction No. 400/2003.

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 full path to access the Prospectuses must be informed.

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

43.7. Identification of persons responsible for the content of the Prospectus

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

43.8. Non-applicable information
If information requested in Annex III of CVM Instruction No. 400/2003 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.

43.9. Offers resulting from securitization operations
43.9.1. Debtor information in corporate CRIs and CRAs
In the context of the analysis of registration requests for public distribution offers of CRI and CRA with corporate backing, whose debtor is a publicly held company and whose target audience is retail investors, SRE will consult SEP regarding the update of the debtor's registration.

Based on § 3º of art. 40 of CVM Instruction No. 400/2003, the Prospectus for offers of "corporate" CRI and CRA, if it contains a section dedicated to presenting information regarding the backing debtor or any co-obligor, must observe the requirements contained in items I to IV of said device, if it is a publicly held company, or only items I and IV, if it is a privately held company, limiting, in this case, the number of pages of the said section to 15 and highlighting the 5 main risk factors related to the backing debtor and the eventual co-obligor. If there is more information about the closed company debtor of the backing or co-obligor available on some page on the worldwide web, an indication in the Prospectus of the address where such additional information could be consulted may be included.

43.9.2. CRIs and CRAs with guarantee (which is not co-obligation)
Based on items 1.8 and 2.1 of Annex III-A of CVM Instruction 400/2003 and, in the case of CRA, also on item III of art. 9º of CVM Instruction 600/2018, when guarantees are linked to securitization operations, which are not co-obligation (which is treated by other normative devices), information must be included in the main offering documents that allows the investor to effectively assess to what extent such guarantees impact the risk of the operation.

43.9.3. Declaration of the Lead Coordinator and the Issuer in CRA offers
In CRA issuances, insert in the main offering documents, where applicable, together with the information on the Destination of Offering Resources (in the case of CRA in destination) or on the Agricultural Credit Rights (in the case of CRA in origin), a declaration that the Offeror and the Lead Coordinator of the Offering will remain responsible for the "veracity, consistency, quality, and sufficiency of the information provided", in accordance with art. 56 of CVM Instruction 400/2003, which includes proof of the effective condition of rural producer, or their cooperatives, of those so considered in the Offering documentation, as well as of the products traded within its backing as agricultural product or input, machinery or agricultural implements, as expressly stated in their documentation.

43.9.4. FIC-FIDC
The application of items 5.2 and 5.3 of Annex III-A of CVM Instruction 400/2003 to FIC-FIDC occurs with respect to the consolidated credit rights that compose and will compose the assets of the invested FIDCs. In this sense, if the FIC-FIDC, via its invested FIDCs, is exposed to credit rights whose concentration reaches the limits provided for in the normative devices in question, the offering Prospectus carried out by it must contain the information required by such devices regarding debtors and co-obligors of said credit rights or, if this possibility exists, a declaration must be inserted in the Prospectus by the administrator committing to insert the information in question in said document, if, at any time in the future, such limits are reached.

43.10. Specificities of Prospectuses for FIIs and FIPs
43.10.1. Content of Prospectuses for public offers of shares of Real Estate Investment Funds and Private Equity Investment Funds
The Superintendence of Securities Registration has observed that the prospectuses of public offers of shares of FII and FIP present a great variation of content among different issuers, in addition to not respecting the order established in Annex III of CVM Instruction No. 400/2003 and emphasized in paragraph 35.2 of this Circular Letter.

Moreover, it is common to include information that does not respect the provisions of art. 38 of this Instruction, with redundant, unnecessary, or misleading information being presented to the investor.

In this sense, SRE has, in the analysis of registration requests for public offers of shares of FII and FIP, reiterated requirements to make the prospectus of these offers more objective and standardized.

With this, it has become required, for these types of offers, the effective compliance with the provisions of item 1-A of Annex III of CVM Instruction No. 400/2003, which deals with the Issuer Summary, which in this case is an Investment Fund.

The Fund Summary section is optional, in accordance with item 1-A of Annex III of CVM Instruction No. 400/2003, and if used must respect the parameters established in § 3º of art. 40 of the cited Instruction.

Moreover, in attention to the provisions of item II of § 3º of art. 40 of CVM Instruction No. 400/2003 and because it is an Investment Fund, the content of the Fund Summary section must be consistent with the Fund Regulations and other mandatory filing documents with CVM (for example, consistent with Annex 39-V of CVM Instruction No. 472/08 in the case of FII).

The Fund Summary section must be limited to 15 pages in compliance with the provisions of item I of § 3º of art. 40 of CVM Instruction No. 400/2003.

It is important to highlight that, in accordance with art. 38 of CVM Instruction No. 400/2003, the Prospectus must contain "complete, accurate, true, current, clear, objective, and necessary information, in accessible language, so that investors can make a reasoned decision on their investment." In this sense, the prospectuses of public offers of shares of FII and FIP must not use incomplete information, combined with evaluations by the administrator or manager themselves on the sector in which the Fund operates, which may induce the investor to assume the existence of a certain relationship between these data and the Fund's performance in a non-objective manner.

43.10.2. Content of Prospectuses for public offers of shares of Real Estate Investment Funds and Private Equity Investment Funds that request automatic registration
From the publication of this Circular Letter, SRE will begin to require the adaptation of Prospectuses for public offers of FII and FIP, which request automatic registration, to the provisions in the previous section, even if the Prospectuses of previous issuances of the Fund were not in compliance with such provisions.

In this sense, the offerors (Lead Coordinator and Administrator) must adapt the content of the Prospectuses of new fund share issuances to the provisions in the previous section under penalty of receiving a letter of impossibility of automatic registration for the requested updates.

43.11. Registration in notary of acts of Investment Funds
As a result of the promulgation of Law No. 13.874/2019 ("Economic Freedom Law"), the registration in notary of the acts of constitution of investment funds was waived, being sufficient the registration of the regulations with the Securities and Exchange Commission for the purpose of guaranteeing their publicity and the opposability of effects with respect to third parties (as per art. 7º of the said Law, which altered http://www.planalto.gov.br/ccivil_03/LEIS/2002/L10406.htm, in its art. 1.368-C).

Through Circular Letter CVM/SIN 12/19, SIN interpreted the device in question informing that: "acts that support and give foundation to the different versions of the regulations are also exempt from registration in notary. This is the case of the acts of constitution of the funds, for the first version of the document; as well as the minutes of the general meeting of shareholders that deliberate on the content of their subsequent versions."

Thus, with regard to acts that deliberate on the public distribution offer of shares, without, however, modifying the regulation, the need remains that they be registered in the public registration notary.

43.12. Firm placement guarantee in registered public distribution offers
In public distribution offers where there is a firm placement guarantee, the distribution contract and the other offering documents must contain a mechanism that provides that the occurrence of any conditions to which the provision of such guarantee is subject must be verified prior to the registration of the issuance, it being certain that, prior to the registration of the offering, the non-implementation of any of these conditions, without waiver by the Lead Coordinator, will entail the exclusion of the firm guarantee and such fact must be treated as a modification of the offering, if it has already been publicly disclosed through a Market Notice.

43.13. Guidelines for filling out the Prospectus
43.13.1. 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. 400/2003, those mentioned here, and those expressly requested in specific requirements letters for each offering.

The cover must not contain any image except the logo of the issuer and the intermediary institutions of the Offering.

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

The registration number and date of the offering with CVM must be included on the cover.

The dates of realization and publication of corporate acts that deliberated on the Offering must be included, including, when applicable, those related to the approval of the price per share, in accordance with Annex III to CVM Instruction No. 400/2003.

It is necessary to include, when applicable, the information regarding the deliberations about the approval of the Secondary Offering by the Selling Shareholders who are legal entities.

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

The texts of the notice about the registration of the Offering with CVM, which do not imply judgment of the quality of the Issuer, and the notice about the need to read the risk factors, as expressly determined in Annex III of CVM Instruction No. 400/2003, must appear in full and with graphic emphasis (in bold, uppercase, and with a font two points larger than the rest of the text), and it is not allowed to add them with comments.

In the case where the issuer is a company registered in categories A or B, in accordance with CVM Instruction No. 480/2009, 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 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 a provision for a bookbuilding procedure for price fixing, the issuance value may not be evident on the cover of the Preliminary Prospectus, presenting in its place a price range, clarifying that the price range is only indicative and may be changed up or down at the 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 must also be introduced to the page of the Prospectus where the nominal identification of each of the Selling Shareholders is contained, with the individual description of the quantity of shares to be offered by each and the net resources obtained with 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 offering to the approved priority project(s), in compliance with the provisions of art. 6., item II of Decree No. 7.603/2011.

In highlight, the information that the Offering refers to "Incentivized Debentures with Tax Benefit in accordance with article 2º of Law No. 12.431/2011" must be placed.

43.13.2. Index

It is recommended to prepare a complete index, 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 to organize the presentation of the Prospectus according to the order set forth in Annex III of the Instruction.

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

Issuer;
Lead Coordinator;
Offering Coordinators;
Contracted Coordinators;
International Placement Agents;
Trustee Agent (Debentures, CRI);
Offering (Primary and Secondary);
Retail Offering;
Institutional Offering;
Priority Offering;
Additional Lot Option;
Supplementary Lot Option;
Target Audience;
Reservation Request;
Reservation Period;
Related Party;
Reservation Period for Related Parties;
Unit price;
Bookbuilding Procedure;
Total Value of the Offering;
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;
Inadequacy of the Offering 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 Share Dispersion;
Conflict Resolution – Arbitration;
Subscription Bonus - Option Plan;
Registrar Institution.

The summary must necessarily be a summary of all highly relevant aspects of the Offering. Equal attention must be given to relevant negative aspects.

It is important to address the Secondary Offering, 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.

Inform separately the number of shares of the Primary Offering and the Secondary Offering, and, when applicable, the origin of the supplementary shares, whether from the primary or secondary offering, specifying each portion.

43.13.4. Issuer Summary
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 Company's shareholding control, before and after the Offer.

When applicable, the phrase “This Summary is only a summary of the Issuer's information. Complete information about the Issuer is in the Reference Form, read it before accepting the Offer” must be included.

The five main risk factors relating to the issuer must also be included.

The Issuer's Summary should 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.

Information regarding net equity and short and long-term debt, before and after the issuance, must be added to the summary of selected financial indicators.

The inclusion in the Issuer's Summary of the Summary of Financial and Operational Information is suggested, presenting the variations in equity and income statement accounts, taking into account both the variation in the value of each item between fiscal years ("horizontal analysis") and its relative weight in Assets or Liabilities/Equity ("vertical analysis"). For the vertical analysis of income statement accounts, consider the Net Operating Revenue item as the base of 100.

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

43.13.5. 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 Market Notice and the Start of Offering Announcement.

The persons responsible for the legal entities that will sign the declaration of item 2.4 of Annex III to CVM Instruction No. 400/2003 must be statutory directors.

43.13.6. Information Relating to the Offer

43.13.6.1. Composition of Share Capital

In the case of an offer of shares and debentures, a table relating all shareholders who hold, directly or indirectly, a 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, emphasis should be given to shareholders who are part of the controlling block; We suggest the inclusion of information regarding the exercise of control power after the Offer, mentioning the possibility of

the Company being subjected 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 the election, replacement, and removal of Shareholder representatives on the Board of Directors and the Fiscal Council.

43.13.6.2. 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 offerings offered by a legal entity, information about the corporate authorizations necessary for the secondary distribution of 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 to have “allocation priority” and “no allocation priority”, must be explained.

Regarding the withdrawal of the Reservation Request, it must be clarified that it will occur without burden for the subscriber or acquirer in the event that a relevant divergence is found between the information contained in the Preliminary and Definitive Prospectuses.

We understand it is necessary to inform investors if, in the price fixing process, through the collection of investment intentions (bookbuilding procedure), bids from persons linked to the distribution, as defined in art. 55, will be accepted, except by intermediaries contracted with a firm underwriting guarantee clause.

In the affirmative case, define the maximum admitted limit of participation of linked persons in the book and alert investors to the risk of improper price formation or loss of liquidity of the securities in the secondary market.

It must be observed that the Schedule of Offer Stages must present dates, not merely indicating timeframes. It must also present the deadlines, conditions, and method for the subsequent alienation of securities acquired by the coordinators as a result of providing guarantees, and the deadlines for, if applicable, return and reimbursement to investors.

The schedule of offer stages should be kept updated, whenever possible, 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 Registration is granted, any modification to the Distribution Schedule must be communicated to the CVM and may be considered as an Offer modification, following the provisions of articles 25 and 27 of CVM Instruction No. 400/2003.

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. 400/2003.

The forms of written communication accepted for the investor to withdraw from the Offer, when applicable, must be indicated.

The deadline for withdrawal of the reservation or restitution of values delivered by accepting investors must be communicated, in the event 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 a 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 dilution calculations and in the other applicable sections of the Prospectus. The dilution resulting from the exercise of options granted by the company in option plans must also be 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 this 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.

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

It is necessary to communicate about any 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. 400/2003.

Also pay attention to the clarification regarding whether the Reservation Period for Linked Persons and the Reservation Period for other non-institutional investors will start on the same day. If the Reservation Period for Linked Persons starts before the Reservation Period for other non-institutional investors, insert information in the Offer documents to make it clear that, if there is an allocation in the offer intended for non-institutional investors, the same cannot prioritize the reservations made by Linked Persons, even if they were made prior to 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 share sale restrictions.
Additionally, specify, if applicable, the exceptions to the established restrictions.
If necessary, pay attention to the inclusion of a statement detailing the investor profile for which the offer is inadequate, as generic statements of inadequacy are not accepted.

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

43.13.6.3. 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 in the Brazilian offer contract.

The location where a 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, remuneration, and parameters adopted. The criteria for calculating any 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 intermediary institutions' remuneration to the price per share, and, if applicable, a cross-reference must be made to the risk factor that addresses the excessive dependence of the Coordinator on the price per share of the Offer. We especially warn that information provided regarding Incentive or Success Commissions, which are very common in share and debenture distribution offers, must be improved in light of the orientations now provided.

Acquisitions and sales, by intermediaries and their respective economic conglomerates, of securities issued by the company, occurring within a minimum period of twelve months prior to the filing of the registration request for the offer, must be informed, indicating the object, price, and other conditions of each transaction.

It is convenient to report the participations of 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 within a minimum period of twelve months prior to the filing of the registration request for the offer, informing the remuneration received or to be received and the other characteristics of each operation.

Already in the Preliminary Prospectus, upon publication of the Market Notice, the demonstrative values of distribution costs must be filled in. Considering, for example, for the said calculation, the upper limit of the estimated price range for the 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, and it is not permitted that these be presented in the “other costs” line. For other costs, an analogous criterion to that set forth in §2 of art. 176 of Law No. 6.404/1976 must be adopted, which stipulates: “In the statements, similar accounts may be grouped; small balances may be aggregated, provided that their nature is indicated and they do not exceed 0.1 (one tenth) of the value of the respective group of accounts; but the use of generic designations, such as "various accounts" or "current accounts", is prohibited.”

All forms of remuneration of intermediaries, due by the issuer and/or selling shareholders, must be described, as well as any and all other remuneration, beyond those provided in the distribution contract, even if indirect, such as those resulting from loans and guarantees linked to the public 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 delivered or will have to be delivered in exchange 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 a Market Maker Contract has been or will be signed, specifying its main characteristics and indicating the location where a copy of the contract can be obtained.

43.13.6.4. Destination of Resources

Already in the Preliminary Prospectus, upon publication of the Market Notice, clearly and objectively expose the estimated percentage for each item of the resource destination, 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. 400/2003, information regarding the treatment to be given in the event of a 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.

43.13.7. Offer Risk Factors

It is necessary that risk factors be presented clearly and objectively, and 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”, “nevertheless”, “although”, “inversely”, “even considering the point addressed previously”, among others.

It is recommended that risk factors be presented in descending order of importance.

In offers with the participation of linked persons (as defined in art. 55 of CVM Instruction No. 400/2003) in the bookbuilding process, it is fundamental that the risk of improper price formation and/or loss of liquidity of the securities in the secondary market be described.

A risk factor must be included that addresses the fact that a significant portion of the administrators' remuneration is linked to the quotation of the Company's shares.

It is also important in this section to introduce a risk factor identifying all possible conflicts of interest involving the intermediary institutions, the issuer, and/or the selling shareholders, including, when applicable, those related to the linking of intermediary institutions' remuneration to the price per share.

43.13.8. Information regarding the third-party guarantor

Item 7.2 of Annex III (Prospectus) of CVM Instruction No. 400/2003 deals with information regarding the third-party guarantor or recipient of resources, and makes references to several items of the reference form (whose content is described in Annex 24 of CVM Instruction No. 480/2009).

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. 400/2003 having undergone the necessary alterations, which will occur opportunistically.

Thus, while the due modifications are not made to CVM Instruction No. 400/2003 to reflect the changes arising from CVM Instruction No. 552/2014, the items of the reference form that must be presented due to 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.

43.13.9. Statistical information on credit rights – Corporate CRI and CRA

For the purpose of complying with item 2.6 of Annex III-A of CVM Instruction No. 400/2003 in CRI and CRA “corporate” operations, statistical information on defaults, losses, or prepayments of credits of the same nature as the credit rights that will compose the offering party's assets must be calculated based on information existing regarding any and all debt titles issued by the debtor company of the collateral with a term profile similar to that of the said credit rights, comprising a period of 3 years immediately preceding the date of the offer.

Based on item 5.4 of Annex III-A of CVM Instruction No. 400/2003, in CRI and CRA “corporate” operations, a specific section must be inserted in the Prospectus where the debtor of the collateral's economic-financial indicators, as well as those of any co-obligors, are exposed, prepared based on the Financial Statements attached in the manner provided by item 5.3 of Annex III-A of CVM Instruction No. 400/2003, accompanied by these same indicators updated solely and exclusively due to the resource raising that will take place through the offer, in order to allow the visualization of the impact on the indicators of the debtor and the co-obligor (with the eventual default of the debtor) with the said raising.

In this sense, indicators of the following types must be included in the Prospectus: (i) liquidity indices (for example: net working capital, current liquidity index, and quick liquidity index); (ii) activity indices (for example: inventory turnover, average collection period, average payment period, turnover of fixed assets, and turnover of total assets); (iii) debt indices (for example: general debt 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).

43.13.10. Information on debtors or co-obligors

Considering the understanding manifested by the CVM Collegiate in a meeting dated 07/17/2018, within the scope of the registration request for a public distribution offer of Certificates of Receivables from the Agribusiness of the 1st series of the 17th issuance of Vert Securitization Company S.A. (CVM Process No. 19957.005037/2018-91), for the purpose of complying with item 5.3 of Annex III-A of CVM Instruction No. 400/2003, art. 5 of CVM Instruction No. 414/2004, and art. 11, § 2, of CVM Instruction No. 600/2018, we clarify that, if the limit of 20% referred to in the cited normative devices is exceeded by both the debtor and the co-obligor, the financial statements of both must be attached to the Prospectus, since such devices aim to guarantee that the investor can evaluate all the risk inherent to the operation, which passes through both the risk of the debtor and the risk of the co-obligor. In this situation, the investor would be exposed to the risk of the co-obligor after being exposed to the risk of the debtor, which is different from being exposed only to the risk of one or the other in isolation.

In this sense, for CRA offers to investors who are not considered qualified, in accordance with current regulation, the provision of item III of art. 12 of CVM Instruction No. 600/2018 leads to the interpretation that, if there is a debtor or co-obligor with exposure above 20% of the total CRA issued, both must comply, indistinctly, with one of the two clauses of this same article (“a” or “b”), that is, both must be an open company or a financial institution or equivalent.”

Guidelines related to distribution offers conducted under restricted efforts - CVM Instruction No. 476/2009

44.1. General Guidelines

Initially, we remind you that private offerings of securities are outside the legal mandate of this CVM.

Thus, we reiterate the provision of Article 1, §2 of CVM Instruction No. 476/2009, to the effect that such norm does not apply to private offerings of securities.

It is also important to highlight the definition of acts of public distribution contained especially in items I and II of Article 19 of Law No. 6385/1976:

§3º - The following characterize public issuance:
I - the use of lists or sales or subscription bulletins, brochures, prospectuses or advertisements intended for the public; II - the search for subscribers or acquirers for the titles through employees, agents or brokers;

Thus, within the scope of offering supervision, it is appropriate to eventually request intermediaries to identify the acts of distribution that characterize the public sales effort within the scope of offerings carried out with restricted efforts, including in light of the obligation contained in CVM Instruction No. 476/2009, notably in Article 7, §2 (The offeror and the lead intermediary of the offering shall maintain a list containing: I – the name of the persons sought; II – the number of the Individual Taxpayer Registry (CPF) or National Registry of Legal Entities (CNPJ); III - the date on which they were sought; and IV - their decision regarding the offering.).

Another aspect that should be pointed out is the fact that the ongoing maintenance of an offering under the procedure of CVM Instruction No. 476/2009 is only justified by the continuity of sales efforts. When analyzing offerings that have been carried out and are ongoing, it can be verified that some Investment Fund offerings have been kept open, even without subscription by new unitholders, thereby prejudicing the very characterization of a public offering. In order to prevent such distortion of purpose from occurring, Article 8-A was inserted into the aforementioned Instruction, which establishes a maximum subscription period of 24 months for the securities subject to a specific offering under restricted efforts. It is important to alert that, in the case of offerings that were ongoing when the introduction of such provision occurred, the understanding is that, in these cases, the distribution must be closed within 2 years counted from 08/24/2018, the date of entry into force of CVM Instruction No. 601/2018, which promoted the alteration in question.

Finally, we remind you that the Professional Investor declaration, required by virtue of CVM Instruction No. 539/2013 (Article 9-A, item IV), in the case of natural or legal persons who possess financial investments in a value greater than R$ 10 million, may be made by the manager for all funds under management.

44.2. System for receiving information from Offerings with Restricted Efforts and Exemptions from Article 5 of CVM Instruction No. 400/2003

In the case of distribution offerings with restricted efforts, communications regarding the start and end of the offering must be sent to the CVM, in accordance with Articles 7-A and 8 of CVM Instruction No. 476/2009, in the form of Annexes 7-A and 8 of the same Instruction.

Partial communications (semi-annual) must also be sent if the offerings have a duration greater than 6 (six) months.

As for offerings with exemption from registration for single and indivisible lots (Article 5, II, of CVM Instruction No. 400/2003), the information is required in accordance with Article 5, §3 of the same Instruction.

The information must be provided by the lead intermediary institution of the offering. 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 (http://www.cvm.gov.br): Systems Center, Public Offerings, Offerings with Restricted Efforts and Exemptions from Art. 5 ICVM 400 / Sending of Communications (via CVMWeb).

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

The deadlines for sending the information are:

In Offerings with restricted efforts:
i. The Initial Form must be sent within 5 (five) business days, counted from the first search for potential investors;
ii. The Final Form must be sent within 5 (five) days, counted from the closing of the offering;
iii. If the public distribution offering with restricted efforts is not closed within 6 (six) months of its start, the Partial Form must be sent. While the offering 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 offerings, the Final Form must be sent within 5 (five) days of the closing of the offering.

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 offering 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. 555/2014 must inform all its public distribution offerings of units through the CVMWeb System, observing that the information regarding the initial distribution is a requirement for the fund's registration status at this Commission to change to “in normal operation”. And, if the public distribution of units of closed investment funds is carried out with restricted efforts, the lead intermediary institution of the offering 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 offerings 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 norm that disciplines offerings carried out under restricted efforts and may generate an irregularity investigation procedure and eventual sanctioning process.

For communication of system errors, send an email to suporteexterno@cvm.gov.br.

44.3. Interpretation of Article 9 (4-month period between offerings with restricted efforts)

In the understanding of 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 (Article 15 of Law No. 6.404/1976) and debentures (Article 58 of Law No. 6.404/1976), the species will be unique and, thus, the provision of Article 9 of CVM Instruction No. 476/2009 must be understood as referring to each of the securities listed in Article 1, §1 of the Instruction.

Thus, it is not possible to carry out offerings 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 offerings, observing the exceptions provided for in the sole paragraph of Article 9.

We particularly highlight that a same offering will be considered, for the purposes of the limits contained in Article 3, items I and II of CVM Instruction No. 476/2009, offerings of different issuances, series or classes of the same species of the same security carried out simultaneously. Therefore, in such case, these offerings must obey, jointly, the limits of the number of investors sought and of investor subscribers.

Furthermore, we alert that the period provided for in Article 9 in question must be observed even if the offering is closed without subscribers. The closing of the offering, whether by voluntary decision due to the absence of investors or by the subscription of the securities, must be communicated in accordance with Article 8 of the Instruction in question and must be considered as a benchmark for the purposes of determining the time lapse, to which two successive offerings under restricted efforts must be submitted. Regardless of whether there are subscribers or not, the decision to cease the search for investors (“cancellation of the offering”) characterizes the closing of the procedures related to the offering.

44.4. “Offering Data” Table of the Partial and Closing Forms of distribution

Regarding the classification of non-resident investors within the scope of such offerings, it is important to identify where the distribution efforts were carried out, taking into account the location of the sales effort and the material made available to the investor/manager. In this sense, in the case of a public offering where there were no placement efforts abroad (144a and Reg S), that is, where the approach of the potential investor took place in Brazil, the non-resident investor must be considered for the purposes of applying the limits established for search and subscription in offerings under restricted efforts, and will be informed in the “Foreign Investors” item of the Partial and Closing Forms, and not through the “Concurrent Offering Abroad?” selection.

Furthermore, subscribers who are exercising priority or preference rights will be disregarded for the purposes of verifying the limits provided for in Article 3, items I and II of CVM Instruction No. 476/09 and must be listed in the “Others” item of the Partial and Closing Forms, specifying which hypothesis is involved.

44.5. Treatment given to unitholders of funds that do not qualify as professional investors in public offerings 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 applications, in funds for qualified investors, by unitholders who cease to fit into the category of qualified investor” 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 application 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, also, by CVM Instruction No. 554/14.

The interpretation of the technical areas is that unitholders of funds provided for in the conditions of Articles 151 and 152 of CVM Instruction No. 555/14 may participate in public offerings 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 offerings with restricted efforts of units of funds in which they already invest and that meet the above provision should not be considered in the limits of search of 75 unitholders; or of acquisition of units by 50 investors, to guarantee the right of priority in the acquisition of units in order to maintain proportionally their participations in the fund.

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

It is worth informing, finally, the interpretation of the technical areas that, by virtue of the application of Article 1 of CVM Instruction No. 555/2014, the transitional rules provided for in Articles 151 and 152 of that Instruction extend to investment funds regulated by other CVM Instructions.

Advertising Material
This section brings guidelines for the preparation of advertising material for public distribution offerings.

Before providing such guidelines, given what has been identified during its Supervision activity, SRE considers it relevant to make some specific reservations regarding the use of advertising material or dissemination and support material in cases of offerings automatically exempt from registration of distribution (COE offerings, under restricted efforts, offerings carried out in the crowdfunding structure, or still under the exemption provided for in Article 5 of CVM Instruction No. 400/2003).

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

Furthermore, we highlight that with the issuance of CVM Deliberation No. 818/2019, the need for prior approval by the CVM of advertising material used in public offerings of distribution of securities submitted to registration was waived.

Still, this section remains with the intention of guiding participants on the preparation of said advertising material, which we understand to be even more relevant insofar as the prior verification and approval of such documents by SRE is waived.

45.1. Recommendations for the preparation of advertising material

45.1.1. For written materials (printed, sent by email 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 appropriate, in order to fully comply with the provision of §3 of Article 50 of CVM Instruction No. 400/2003.

That said text be located preferably at the bottom of the page of the advertising material and that such information be presented in a legible and prominent manner.

That all advertising material contain, on all its pages, the banner “ADVERTISING MATERIAL”, in attention to the provision of §3 of Article 50 of CVM Instruction No. 400/2003. That this banner be located, always, at the top and above any other content of the advertising material, in a prominent manner, preferably on a white background and 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 include the CVM, the issuer, the offeror, the lead intermediary institutions of the offering, and, when applicable, the trading environments or platforms of the securities to be distributed. That it also inform the complete electronic address, that is, the one that gives direct access to the Prospectus and the reference form, or explain, step by step, how to access it.

As provided for in §2 of Article 50 of CVM Instruction No. 400/2003, that the advertising material be prepared in a serene and moderate language. In this sense, that the advertising material present, for example, the risk factors of the Offering in a font size equivalent to that used in the favorable information to the Offering contained therein. Another example: if the favorable information to the Offering occupies seven pages of the advertising material and the risk factors section occupies seven pages of the prospectus, this section may 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 annexes or in any way that might suggest that 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 about the risk of the operation, such as “can I lose all the money invested?”, “how do I know all the risks of this investment?” etc.

45.1.2. For audio and video materials

The “radio spot” must be produced with a measured intonation, in order to allow full hearing of the mandatory warning about the need to read the Prospectus and the reference form, especially the risk factors section. In the event of submission for SRE approval, the material must be presented in text and also in audio. In this case, the recorded audio may be sent after the submission and approval of the written text.

The same also applies to the commercial film for TV. It is highlighted that the audio of the film also deserves a measured intonation, in order 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.

45.1.3. Other important information

When referring to target profitability, that the advertising material contemplate, in a prominent manner, that this does not represent and nor should be considered, under any hypothesis, as a promise, guarantee or suggestion of profitability, given the provision of Article 38, item V, of CVM Instruction No. 209/1994, in Article 36, items VIII and IX, of CVM Instruction No. 356/2001, in Article 35, item VIII, of CVM Instruction No. 472/2008 and in Article 43, item V, of CVM Instruction No. 578/2016. That the advertising material, even if not directly referring to target profitability, comply with the provision of this recommendation.

That the advertising material not contain information that is not in the Prospectus or the reference form, considering the provision of §2 of Article 50 of CVM Instruction No. 400/2003.

That the advertising material be sent to the CVM, in accordance with CVM Deliberation No. 818/2019 or for approval with its pieces individually identified (with name), and that we be informed in which media it will be broadcast (printed, site, newspaper, radio, TV, etc.).

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

If submitted for approval, to facilitate the review of the advertising material by the CVM, the petition that sends it must indicate the pages of the Prospectus and the reference form where the content presented in the advertising material is found. Such procedure is also recommended in the case of the forwarding provided for in CVM Deliberation No. 818/2019.

That, in case of prior submission, the advertising material used not contain modification of form, color, letter size, disposition 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. 400/2003, and also in a decision of the CVM Collegiate Board issued on 09/27/2011, 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 offerings of Structured Operations Certificates (“COE”), Collective Hotel Investment Contract (“CIC Hotel” or “CondoHotel”) and Crowdfunding.

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. 400/2003, CVM Deliberation No. 818/2019 and observance of this Circular Letter. 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 as long as it is not distributed.

In case of prior submission of advertising material, we remind you of the provision of §3 of Article 9 of CVM Instruction No. 400/2003, to give agility to the approval of the advertising material by the CVM, establishes 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 alterations determined by the CVM, differentiated from those that do not result from the fulfillment of such determinations, and the second without any marks.

The use of advertising material on social networks, which allow comments that cannot be controlled by the offerors, which could eventually mislead investors, is not permitted.

45.2. Institutional Advertising
For the purposes of this Circular Letter, “institutional advertising material” is understood as all and any advertisements, commercials, advertising campaigns and other dissemination materials of the issuer's brand and not of its products, broadcast during the offering, in printed, electronic, digital and/or functional media, both for external dissemination and for internal dissemination at 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, commercial, 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 evaluate the implementation of the additions described in the item below.

45.2.1. Inclusion of Warnings

The institutional advertising material must contain the following text at the end of its broadcast:

“The [name of the issuer or offeror] is carrying out a public distribution offering [primary and/or secondary] of [species of the securities subject to the Offering] issued by it (or issued by [name of the issuer]) in the process of registration with the Securities and Exchange Commission. Read the

Prospectus and Reference Form before accepting the Offer, especially the Risk Factors section.”

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 be in bold. In the case of institutional audiovisual advertising material, the text should be displayed at the end of the advertisement, in a size and duration sufficient to allow easy reading by the public. In the case of audio advertising material, the text should be narrated at the end of the advertisement in a slow manner, for easy comprehension by the public.

45.3. Deadlines and Procedures in case of submission of advertising material to SRE prior to its use (not applicable in case of use of the waiver provided for in CVM Deliberation No. 818/2019)

We recommend that all types of advertising material be sent to the CVM at once, both in the initial protocol and in responding to 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 No. 400/2003, namely:

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

It is important to alert that the supporting documents for presentations offered to investors (“support material” provided for in art. 50, §5 of CVM Instruction No. 400/2003) must not present the same content as advertising materials under analysis at the CVM, and the use of material not yet approved is prohibited under any circumstances.

It should be noted that the subsequent approval of the advertising material would not exempt the irregularity practiced in the eventual distribution to potential investors of the support material containing advertising material pending approval, remembering that the distribution of support material is prohibited.

The SRE understands that the 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 developments in the distribution schedule and eventual modification of the offer, generating rework and potentially implying updating of the Prospectus and the Reference Form. The advertising material cannot be used until it

is approved by the CVM, as established in the caput of art. 50 of CVM Instruction No. 400/2003. It should be observed that in accordance with art. 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. 400/2003 is considered a serious offense.

45.4. Exemplary models of advertising materials considered by the SRE as adherent to the provisions of CVM Instruction No. 400/2013

Model I - Presentation of the offer on the websites of intermediary institutions, where there should 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; Model II - Text for the dissemination of the offer by e-mail to potential investors; and Model III – Summary information sheet containing an objective description of the main aspects/attributes of the security object of the offer to be sent by e-mail.

We consider the use of the aforementioned exemplary models, as presented in this Circular Letter, adherent to the provisions of art. 50 of CVM Instruction No. 400/2003, without prejudice to the possibility of using other advertising materials, without the need for prior approval by the CVM, as currently provided for in CVM Deliberation No. 818/2019.

We emphasize that the use of Models II and III necessarily presupposes the use of Model I, that is, for the sending of e-mail to potential investors to be considered adherent, it will be necessary to present the offer 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 offer that use the aforementioned model.

Regarding Model III, considering that the sheet provides summarized and only factual information regarding the security object of the offer, it must strictly observe the versions contained in this Circular Letter, according to the respective security. In the fields that do not contain brackets for filling in factual information, lists with exhaustive alternatives for selection must be used, as pointed out in the columns to the right of each version of Model III.

If any characteristic of a particular offer cannot be framed in the existing alternatives in the model, the advertising material must be submitted to the CVM for approval.

The SRE will understand that the use of the aforementioned models, without any alteration in their structure, nor addition or reduction of information beyond the insertion, in the indicated location, of the logos of the intermediary institution and the issuer of the securities, meets the provisions of article 50 of CVM Instruction No. 400/2003, which establishes that the advertising material must (i) be expressly identified as such, (ii) be prepared in a serene and moderate language, (iii) warn its readers about the risks of investment and (iv) recommend, with letters notably larger than those used in the rest of the text, careful reading of the Prospectus before accepting the offer.

Finally, we remind that the lead distribution institution will remain jointly responsible for compliance, by the intermediary institutions it hires, with the provisions of CVM Instruction No. 400/2003, especially its art. 50, therefore, it must effectively control the use of advertising material by its contractors.

SECURITIES AND EXCHANGE COMMISSION
SECURITY REGISTRATION SUPERINTENDENCY

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

Model II
E-mail Public Offering
Advertising Notice (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.
(Name of the Broker) is participating in this launch through its (Homebroker ) /(or its Trading Desk).
As part of this Offer (Type of Offer), the following asset(s) will be offered to the market:
(Asset Code) – (Company Name – Asset Type).
To make your reservation, access our site at www.(broker name).com.br Right on the first page you will find a direct link.
Attention: Before placing your order, read the Prospectus available on our site and stay informed of all conditions of this Operation.
Attention: Read the Prospectus before accepting the offer, especially the Risk Factors
section. (font size 20)
Broker Brand
Offered Company Name

Model III
Summary Information Sheet of the Offer (font size 16) TERMS AND CONDITIONS OF THE OFFER (CAPITAL REPRESENTATIVE TITLES) Ticker: [ ] Type of Offer: IPO Follow-on Security Ordinary Shares Preferred Shares Subscription Warrants Units composed of:
[ ] Shares
[ ] Subscription Receipts
Regulation:
ICVM 400/ 03
ICVM 400, Registered with SEC
ICVM 400, Rule 144A
ICVM 400, Reg S
ICVM 400, Rule 144A and Reg S
Indicative Price Range: Applicable
Not applicable
Distribution Value (Average of indicative price range versus maximum offer value) - R$: [ ] Maximum Offer Value [ ] Additional Shares (%): [ ] Not applicable Offeror of Additional Shares:
Company
Selling Shareholder(s)
Company and Selling Shareholder(s)
Supplementary Shares (%): [ ]
Not applicable
Offeror of Supplementary Shares:
Company
Selling Shareholder(s)
Company and Selling Shareholder(s)
Primary Offer (%): [ ]
Secondary Offer (%): [ ]
Selling Shareholder(s): [ ]
None
Listing in Brazil: B3
Listing Segment (B3):
Basic
Level 1
Level 2
Novo Mercado
Bovespa Mais
Bovespa Mais Level 2
Listing Abroad: [ ]
Not applicable
Pre-Offer Shareholder Structure
Controlling Shareholder [ ]
Shares in Circulation [ ]
Treasury Shares [ ]
Post-Offer Shareholder Structure
Controlling Shareholder [ ]
Shares in Circulation [ ]
Treasury Shares [ ]
Lock-up (days): [ ]

Not applicable
OFFER COORDINATORS
Lead Coordinator: [ ]
Other Coordinators: [ ]
Additional Coordinator: [ ]
Not applicable
Stabilization Agent: [ ]
Not applicable
Market Maker: [ ]
Not applicable
SCHEDULE
Date of Availability of Market Notice and
Preliminary Prospectus/Material Fact and Preliminary Memorandum:
[ ]
Start of Linked and Unlinked Reservations: [ ] End of Reservation Period: [ ] Date of Fixing of Share Price: [ ] Date of Start of Share Negotiation: [ ] Date of Settlement: [ ] Deadline for Settlement of Supplementary Shares: [ ] DOCUMENTS AVAILABILITY

TERMS AND CONDITIONS OF THE OFFER (DEBENTURES) Species: [ ] Form Nominative Book-entry Class Simple Convertible Convertible Permutable Permutable Guarantee/Subordinated Species Real Floating Unsecured Guarantee: [ ] Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA; Adjusted EBITDA/Financial Expense; Net Debt/Equity Instruction: [ ] Target Audience: [ ] Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ] Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to Preliminary Prospectus: [ ]

TERMS AND CONDITIONS OF THE OFFER (AGRICULTURAL RECEIVABLES CERTIFICATES) Species: [ ] Type Dispersed Concentrated

Underlying Type
Physical CPR
Financial CPR
CDCA
Marketing Contract
CDA
WA
Debentures
Bank Notes
Promissory Notes
Bills of Exchange
Others
Revolving Yes
No
Debtor: [ ]
Guarantee: [ ]
[ ] % real guarantee
[ ] % surety guarantee
[ ] % guarantee of fiduciary assignment of receivables [ ] % guarantee of co-obligation [ ] % guarantee in promissory note [ ] % guarantee of alienation of SPE quotas Other guarantees [ ] Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA [ ]; Adjusted EBITDA/Financial Expense [ ]; Net Debt/Equity [ ] Instruction: [ ] Target Audience: [ ] Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ] Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to Preliminary Prospectus: [ ]

TERMS AND CONDITIONS OF THE OFFER (REAL ESTATE RECEIVABLES CERTIFICATES) Species: [ ] Nature Residential Corporate Hybrid Concentration Concentrated Dispersed Segment Apartments or houses Subdivision Industrial Logistics Commercial/Corporate Offices Shopping/Stores Infrastructure Hotel Hybrid (more than one segment) Others: possibility of inclusion

Contract Type / Use of Resources
Purchase and sale
Lease Typical Atypical
Leasing / Surface Right
Hybrid
Financing
Real Estate for acquisition of real estate for development of real estate for renovations or retrofit Developers Various with real estate guarantee Others Debtor: [ ] Guarantee: [ ] [ ] % real estate guarantee Fiduciary Alienation Mortgage [ ] % surety guarantee [ ] % guarantee of fiduciary assignment of receivables [ ] % guarantee of co-obligation [ ] % guarantee in promissory note [ ] % guarantee of alienation of SPE quotas Other guarantees [ ] Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA [ ]; Adjusted EBITDA/Financial Expense [ ]; Net Debt/Equity [ ] Instruction: [ ] Target Audience: [ ] Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ]

Interest: [ ]
Issue Date: [ ]
Term: [ ]
Amortization: [ ]
Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to Preliminary Prospectus: [ ]

TERMS AND CONDITIONS OF THE OFFER (FIDC)
Administrator: [ ]
Manager: [ ]
Custodian: [ ]
Fund duration: [ ]
Number of series: [ ]
Type of FIDC: [ ]
FIDC Commercial Factoring financial advisory firms credit cooperatives commercial factoring factoring FIDC Financial Real Estate Credit Payroll-deducted loans Personal credit Vehicle financing Financial Multi-card FIDC Agro, Industry and Commerce Infrastructure Corporate Credit Agribusiness Multi-card Agro, Industry and Commerce FIDC Others Recovery (Non Performing Loans) Public Sector Multi-card Others Revolving Yes No Guarantee:
[ ] % real guarantee
[ ] % surety guarantee
Other guarantees [ ]
Instruction: [ ]
Target Audience: [ ]
Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Target Remuneration: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS AVAILABILITY

TERMS AND CONDITIONS OF THE OFFER (FII – INITIAL OFFER) Administrator: [ ] Manager: [ ] Management Type: Active Passive Custodian: [ ] FII duration: [ ] Emission fundraising period: [ ] Type of FII (ANBIMA Classification):
Development for income Funds that invest more than two-thirds of their net asset value in development/incorporation of real estate projects under construction or in the planning phase, for the purpose of generating income through leasing or renting.
Development for sale Funds that invest more than two-thirds of their net asset value in the development of real estate projects under construction or in the planning phase, for the purpose of future alienation to third parties.
Income
Funds that invest more than two-thirds of their net asset value in built real estate, for the purpose of generating income through leasing or renting.
Securities Funds that invest more than two-thirds of their net asset value in securities such as: shares, quotas of companies, FIPs and FIDCs.
Hybrid Funds whose investment strategy does not observe any concentration of the previous classifications.
Complementary Classification (ANBIMA Classification):
Agencies Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to bank branches; Educational Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to educational activities; Hybrid Funds that, as defined in their bylaws, aim to invest, directly or indirectly, in real estate related to more than one segment; Hospital Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to receive hospital facilities; Hotel Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to hotel activities, including units that are part of flats with the same activity; Corporate Offices Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to offices; Logistics Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3

(two-thirds) of their net asset value in real estate from the logistics segment. Real estate destined to house distribution centers, storage and logistics facilities; Residential Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in residential real estate; Shopping Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to house shopping centers - Shopping centers; Guaranteed minimum income Yes No Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume by quota class: [ ] Series: [ ] Registration for distribution and negotiation: [ ] Rating: [ ] Number of quotas: [ ] Issue price per quota: [ ] Issue Date: [ ] Entry fee: [ ] Performance fee: [ ] Partial distribution: Yes No Minimum offer amount: [ ] Minimum investment per quota holder: [ ]
SCHEDULE
Book: [ ]
Settlement Periodicity: Single Periodic
 Settlement Date: [ ]
 Date of the first settlement:
[ ]
DOCUMENTS AVAILABILITY
Tax Treatment [ ]

TERMS AND CONDITIONS OF THE OFFER (FII - FOLLOW ON) ISIN Code: [ ] Administrator: [ ] Manager: [ ] Management Type: Active Passive Custodian: [ ] FII duration: [ ] Emission fundraising period: [ ] Type of FII (ANBIMA Classification):
Development for income Funds that invest more than two-thirds of their net asset value in development/incorporation of real estate projects under construction or in the planning phase, for the purpose of generating income through leasing or renting.
Development for sale Funds that invest more than two-thirds of their net asset value in the development of real estate projects under construction or in the planning phase, for the purpose of future alienation to third parties.
Income
Funds that invest more than two-thirds of their net asset value in built real estate, for the purpose of generating income through leasing or renting.
Securities Funds that invest more than two-thirds of their net asset value in securities such as: shares, quotas of companies, FIPs and FIDCs.
Hybrid Funds whose investment strategy does not observe any concentration of the previous classifications.
Complementary Classification (ANBIMA Classification):
Agencies Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to bank branches; Educational Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to educational activities; Hybrid Funds that, as defined in their bylaws, aim to invest, directly or indirectly, in real estate related to more than one segment; Hospital Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to receive hospital facilities; Hotel Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to hotel activities, including units that are part of flats with the same activity; Corporate Offices Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3

(two-thirds) of their net asset value in real estate destined to offices; Logistics Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate from the logistics segment. Real estate destined to house distribution centers, storage and logistics facilities; Residential Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in residential real estate; Shopping Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to house shopping centers - Shopping centers; Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume by quota class: [ ] Series: [ ] Trading Environment: [ ] Rating: [ ] Number of quotas: [ ] Issue price per quota: [ ] Issue Date: [ ] Entry fee: [ ] Performance fee: [ ] Partial distribution: Yes No Minimum offer amount: [ ] Minimum investment per quota holder: [ ]
SCHEDULE
Start of the Period for exercising the
Preemptive Right:
[ ]
End of the Period for exercising the Preemptive Right:
[ ]
Book: [ ]
Settlement Periodicity: Single Periodic
 Settlement Date: [ ]
 Date of the first settlement:
[ ]
DOCUMENTS AVAILABILITY
Tax Treatment: [ ]

TERMS AND CONDITIONS OF THE OFFERING (FIP)
Investment Policy: [ ]
Investment Entity Yes No
Trading Code: [ ]
Administrator: [ ]
Manager: [ ]
Custodian: [ ]
Fund Term: [ ] Investment Period: [ ] Liquidation Period: [ ] Investment Period: [ ] Type of FIP:
Seed Capital: Focused on acquiring stakes in corporations or limited liability companies that have an annual gross revenue of up to R$ 16 million, calculated in the social year ending in the year prior to the fund's first contribution, without having presented revenue exceeding this limit in the last three social years; Emerging Companies: Focused on acquiring stakes in corporations or limited liability companies that have an annual gross revenue of up to R$ 300 million, calculated in the social year ending in the year prior to the fund's first contribution, without having presented revenue exceeding this limit in the last three social years; Infrastructure (FIP-IE) and FIP Those that keep their assets invested in securities issued by publicly held or closed corporations, which develop, respectively, new infrastructure projects or economic production intensive in research, development, and innovation in the areas of energy, transportation, water, and basic sanitation, irrigation, and other areas prioritized by the Federal Executive Branch. Each FIP-IE and FIP-PD&I must have, at minimum, five quota holders, with each quota holder not holding more than 40% of the quotas issued by the FIP-IE or FIP-PD&I or earning returns exceeding 40% of the fund's returns. Multi-strategy Those that do not fall into the other categories by admitting investment in different types and sizes of invested companies. These funds have the possibility to invest up to 100% of their subscribed capital in assets abroad, but in this case, they are intended exclusively for professional investors. Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Volume by quota class: [ ] Issuance price per quota: [ ] Manager's participation: [ ] Performance fee: [ ] Administration fee: [ ] Target volume of the offering: [ ]

Minimum committed capital: [ ]
Investment commitment adjustment (if applicable): [ ] Target committed capital: [ ]
SCHEDULE
Offer Start Date: [ ]
Offer End Date: [ ]
DOCUMENTS AVAILABILITY
Fiscal Treatment: [ ]

Circular Letter CVM/SRE 01/2020

Lineage: In force