Circular Letter CVM/SRE 01/23

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 1/2023-CVM/SRE Rio de Janeiro, January 13, 2023. Subject: New guidelines on procedures to be observed by coordinators in automatic registration requests for public distribution offers of securities - CVM Resolution No. 160/2022.

Dear Director,

1. This Circular Letter complements Circular Letter No. 3/2022-CVM/SRE (Circular Letter CVM/SRE 03/22), published on 12/30/2022, and must be read together with that document, for the purpose of clarifying requests for registration of public distribution offers of securities that follow the automatic registration procedure provided for in art. 26 of CVM Resolution No. 160/22 (“RCVM 160”).

2. Initially, we reiterate the relevant regulatory change regarding the end of the procedure for offers automatically exempt from registration, then governed by CVM Instruction No. 476/09[1]. In this sense, procedurally, it is no longer possible to "communicate" a public distribution offer on a date subsequent to its effective start, as such a situation would characterize the conduct of an irregular public offer, without the due registration obtained. We reinforce that all offers governed by RCVM 160 (except for the hypotheses cited in art. 8 of this resolution, which are not subject to this regulation of securities distribution offers) must be submitted for distribution registration, whether in the automatic procedure (using the SRE - Securities Registration System) or in the ordinary procedure.

3. In this sense, we provide below guidelines regarding aspects that were the subject of recurrent doubts by coordinators in the first 10 days of operation of the SRE - Securities Registration System ("SRE System - CVM" or "System").

Filling in the fields

4. We inform that a help tool has been inserted into the System, through which a document containing a description of the fields existing in the Electronic Request Form for the Offer is accessed. The tool is located in the upper blue bar of the System screen under "Help". We alert to the need for careful reading of the document in order to avoid that the offer proceeds under conditions different from those contained in its documentation.

Document submission

5. We clarify that, if the offer provides for going to market prior to the effective obtaining of automatic registration (in the cases of carrying out bookbuilding, marketing, or collection of reservations), a request type containing the term "with bookbuilding" in its denomination must be chosen. In this case, regarding the documents provided for in § 4 of art. 27 of RCVM 160, at the time of sending the registration request (i) the corporate acts and the debenture issuance deed may be pending the appropriate formalization (appropriate registrations at the board/notary) and (ii) the B3 declaration may be under analysis. In any situation (request with or without bookbuilding), for the purposes of the effective granting of registration, the acts and the deed must present the appropriate formalities fulfilled and the B3 declaration must have been obtained.

6. Furthermore, a document named "Market Communication" has been created in the "Document Submission" tab in the "Offer Documents" section, in which all eventual communications disseminated as a result of the offer must be presented. We alert that this document should not receive any type of draft, since it serves to provide dissemination by the CVM on its website of communications related to the offer, in accordance with item V of art. 13 of RCVM 160, nor Market Notice (§ 1 of art. 57 of RCVM 160) or Distribution Start Announcement (§ 3 of art. 59 of RCVM 160), which are presented (when required) in documents with such names.

7. We reiterate, as detailed in the "Presentation of documents in offers with and without bookbuilding" item of Circular Letter No. 3/2022-CVM/SRE, that documents in draft form should only be presented in the case of offers without bookbuilding for the documents "Draft of Final Prospectus" and "Draft of Offering Circular" (when applicable), since such documents created in the System serve to meet the requirement of presentation of documents, provided for in art. 27 of RCVM 160 for the purposes of obtaining automatic registration, but will not be visible to the public on the CVM page. Once the offer starts its market period, the documents Distribution Start Announcement, Final Prospectus, and Offering Circular (when the latter are applicable to the offer) must be made available by the Lead Coordinator, in the SRE System - CVM, which will give publicity to such documents on the Agency's page, for the purposes of meeting item V of art. 13 of RCVM 160.

8. Moreover, the documents cited in § 4 of art. 27 of RCVM 160 should not be presented through the System, since the rule stipulates that they be kept by the Lead Coordinator at the disposal of the CVM and not required for submission.

9. Finally, we clarify that, for the purposes of meeting art. 12, § 6 of RCVM 160, all advertising materials used by any intermediaries in automatic procedure offers, therefore offers whose registration is obtained through the SRE System - CVM, must be presented in the "Document Submission" tab in the "Additional Documents" section. Such documents will not be visible on the CVM website. No other document should be forwarded in the aforementioned section, except when individually instructed to do so.

"Contacts" tab

10. For each institution involved in the offer, for example, Offeror, Lead Coordinator, etc., all fields related to it must be informed. In this sense, although the automatic filling of the CNPJ and Corporate Name/Name for Offeror, Issuer, and Lead Coordinator, the other fields for each of these institutions must be filled in manually.

Offers with communicating vessels

11. The System is capable of receiving offers that proceed in the form of communicating vessels. For this purpose, a request type containing the term "with bookbuilding" in its denomination must always be chosen, even in cases where the price of the offer is already defined and the communicating vessel system is used only for the purposes of quantity allocation throughout the distribution.

12. In this particular hypothesis (price of the offer already defined and communicating vessel system used only for the purposes of quantity allocation throughout the distribution), the option "Quantity and Price" must be chosen in the "General Characteristics" section of the "Investment Intent Collection" tab of the Electronic Request Form for the Offer and use the "+Add" button in the "Securities Characteristics" tab so that each class or series is identified/informed and, when completed, use the "Send Request" button.

13. Immediately after sending the offer request with vessels used only for the purposes of quantity allocation throughout the distribution, the amount of the offer prorated in the quantity of classes or series must be informed in each class (in the case of FIP or Fiagro-FIP) or series (in the case of debentures, CRI, CRA or CR), with a view to obtaining the registration of the offer. For this purpose, access the editing screen of each class or series in the "Securities Characteristics" tab, informing the respective quantities in the "Final Lot - After Collection of Investment Intentions" section and, once this procedure is done, generate the registration.

14. In the case of offers processed with communicating vessels for the definition of rate and/or price in each series and/or class, the final information will be presented once the investment intent collection process ("bookbuilding") is completed. We reinforce that this information must be entered in the "Final Lot - After Collection of Investment Intentions"[2] section on the editing screen of the "Securities Characteristics" tab of the Electronic Request Form for the Offer.

15. Distinct registration requests should not be opened for series or classes of the same offer.

Offer to market

16. In the "General Characteristics" tab of the Electronic Request Form for the Offer there is a check-box "Offer to market". This must be disregarded, since this functionality will apply only to the ordinary registration procedure of the offer, to identify the moment when the offer goes to market, once such procedure is available through the SRE System - CVM.

Closing of the Offer

17. The "Close Offer" button should only be used once the distribution has been closed. At this same moment, the information requested in the "Placement Data" tab of the Electronic Request Form for the Offer must be filled in, and such information will then be made available on the CVM website.

Support contact

18. We reiterate the guidance that inquiries regarding the SRE - Securities Registration System should be directed exclusively to the email suporte-sistemasre@cvm.gov.br. Only electronic messages directed to this address will be answered, and it is not necessary to send a copy to any other address.

[1] In accordance with the revoked CVM Instruction No. 476/09, the offer start communication could be presented within up to 5 business days in accordance with its art. 7-A counted from the date of the start of the search for investors. We emphasize that this situation does not apply to the new regulation contained in CVM Resolution No. 160/22.
[2] Although it is possible to edit the data informed in the "Registration Request Data" section on the editing screen of the "Securities Characteristics" tab during the "Awaiting Bookbuilding" phase, this editing should only be done in the case of modification of the offer in its "to market" period. We reinforce that the final data after bookbuilding must be informed in the "Final Lot - After Collection of Investment Intentions" section.

Sincerely,

ELAINE DE LA ROCQUE
Superintendent of Securities Registration
(in office)

Document electronically signed by Elaine Moreira Martins de La Rocque, Substitute Superintendent of Registration, on 01/13/2023, at 17:50, based on art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be checked on the site https://super.cvm.gov.br/conferir_autenticidade, informing the verification code 1686495 and the CRC code 3409365C.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1686495 and the "CRC Code" 3409365C.
Reference: Process No. SRE Circular Letters 2023 SEI Document No. 1686495