Circular Letter CVM/SRE 01/25

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 1/2025-CVM/SRE Rio de Janeiro, April 28, 2025. Subject: Guidelines on automatic registration requests for public distribution offers of FIAGRO and Other Securitization Titles (which are not Receivables Certificates) - Law No. 14,430 and CVM Resolutions Nos. 60 and 160 - and expansion of the agreement with Anbima.

Dear Director,

1. This Circular Letter aims to provide guidance on: (i) changes to automatic registration requests for public distribution offers of FIAGRO, due to the issuance of CVM Resolution 214, which established Normative Annex VI to CVM Resolution 175, specific to FIAGRO, and revoked CVM Resolution 39; (ii) the use of automatic registration requests for public distribution offers created specifically to handle public distribution offers of Other Securitization Titles ("OTS"), which are not Receivables Certificates; and (iii) the impacts of the expansion of the agreement with Anbima on automatic route public offering registration requests.

Automatic Registration Requests for Public Distribution Offers of FIAGRO

I. Creation of requests for FIAGRO offers without subdivision by type (FIAGRO-FII, FIAGRO-FIP, and FIAGRO-FIDC)

2. With the issuance of CVM Resolution 214, a new Annex to CVM Resolution 175 (Annex VI) was created, which deals specifically with FIAGRO. CVM Resolution 39, which had previously dealt with FIAGRO and limited said Funds to adopting one of the following categories: "I – investment fund in credit rights, its name must contain the expression “FIAGRO-Credit Rights”; II – real estate investment fund, its name must contain the expression “FIAGRO-Real Estate”; or III – investment fund in participations, its name must contain the expression “FIAGRO-Participations”", was also revoked, further stipulating that "The investment policy set forth in the FIAGRO bylaws must be fully compliant with the rules for asset portfolio composition and diversification applicable to the category in which the fund is registered, observing, furthermore, the rules related to asset portfolio composition set forth in art. 20-A of Law No. 8,668, of 1993."

3. With the revocation of CVM Resolution 39, FIAGRO came to constitute a separate category of Investment Fund, with its own rules contained in the aforementioned Normative Annex VI of CVM Resolution 175, despite having to observe subsidiarily the rules of the other Fund categories provided for in CVM Resolution 175, if its class of shares "has an investment policy that allows the application of more than 50% (fifty percent) of its net assets in assets that are also the subject of investment of another category of fund, (...), prevailing, in case of conflict, the rules set forth in this Normative Annex VI", according to the caput of art. 2 of the aforementioned Annex.

4. In order to address these regulatory changes, automatic registration requests for public distribution offers of FIAGRO were created using "Securities" only as FIAGRO, and no longer FIAGRO-FII, FIAGRO-FIP, and FIAGRO-FIDC, with the request options involving these 3 securities being deactivated in the system for requests made from this date forward.

5. Nevertheless, since FIAGRO, depending on the possibility of concentrating their investments in assets from the other Fund categories provided for in CVM Resolution 175, will have to observe subsidiarily rules from other Investment Fund categories, a field called "Concentration" was created in the FIAGRO offer requests, which will have an exhaustive list of options, namely:

5.1. "Financial" - to be chosen if the FIAGRO must observe subsidiarily Annex Normative I of CVM Resolution 175;

5.2. "Credit Rights" - to be chosen if the FIAGRO must observe subsidiarily Annex Normative II of CVM Resolution 175;

5.3. "Real Estate" - to be chosen if the FIAGRO must observe subsidiarily Annex Normative III of CVM Resolution 175;

5.4. "Participations" - to be chosen if the FIAGRO must observe subsidiarily Annex Normative IV of CVM Resolution 175;

5.5. "Not concentrated" - to be chosen if the FIAGRO does not need to observe subsidiarily any other Normative Annex of CVM Resolution 175, besides Annex VI;

5.6. "Multi-concentrated" - to be chosen if the FIAGRO must observe subsidiarily more than one Normative Annex of CVM Resolution 175, besides Annex VI.

II. Requests made up to the date of publication of this Circular Letter and FIAGRO not yet adapted to CVM Resolution 214

6. Regarding registration requests made up to the date of publication of this Circular Letter, including those made during the validity of CVM Resolution 214, no action will need to be taken, and such requests may remain as they are.

7. Furthermore, regarding FIAGRO that have until 09/30/2025 to adapt to CVM Resolution 214, there is no prejudice in starting to use the new requests made available, even if they have not yet adapted to Annex Normative VI of CVM Resolution 175, such Funds should limit themselves, while not yet adapted, to using the options "Credit Rights", "Real Estate" or "Participations" in the "Concentration" field of their requests, so that they continue to observe CVM Resolution 39.

III. Fields that only apply to FIAGRO with concentration in "Credit Rights"

8. Since the automatic registration requests for public distribution offers of FIAGRO will differ only regarding the target audience ("professional" or "general or qualified public") and the use or not of a Prospectus, some fields and documents applicable only to FIAGRO offers with concentration in "Credit Rights" were parameterized, but appear in all FIAGRO offer requests, namely:

8.1. Risk Assessor;

8.2. Title classified as “green”, “social”, “sustainable” or similar;

8.3. Type of collateral;

8.4. Risk Assessment;

8.5. Information on subordination;

8.6. Risk Assessment Report.

9. To avoid any problems in sending requests that are not for FIAGRO with concentration in "Credit Rights", we inform you that these fields and documents are not mandatory to fill out, and should not be filled out if inapplicable to the offer for which registration is sought. Furthermore, we emphasize that the fields "Risk Assessor" and "Risk Assessment", as well as the document "Risk Assessment Report" apply only to FIAGRO offers with concentration in "Credit Rights" made to the general investing public.

Automatic Registration Requests for Public Distribution Offers of Other Securitization Titles ("OTS")

10. Regarding Securitization Title offers, currently the SRE - Offering Registration System only contains specific requests for Receivables Certificates ("CR"), Real Estate Receivables Certificates ("CRI") and Agribusiness Receivables Certificates ("CRA").

11. Nevertheless, it is important to note that Law No. 14,430, through its art. 18, recognizes the possibility of issuance by securitizing companies of Receivables Certificates and also of "other titles and securities to investors, whose payment is primarily conditioned on the receipt of resources from credit rights and other assets, rights and guarantees that back them."

12. In this sense, we understand that other securitization titles issued by securitizing companies that are not Receivables Certificates (such as, for example, securitization debentures) must henceforth be treated as Other Securitization Titles ("OTS") in the SRE - Offering Registration System, so that automatic route offer registration requests are being made available in the system using this new security nomenclature.

13. Thus, we emphasize that offers of debentures or any other title issued by securitizing companies must be treated, from this date forward, as OTS offers.

14. We emphasize that offers made by securitizing companies of other securitization titles up to the present moment and that used "Debentures" or other specific securities offer requests will not need any adjustment, and the specific OTS offer requests should only be used from this date forward.

Expansion of the Agreement with Anbima

15. As reported on the CVM website on 04/15/2025 (https://www.gov.br/cvm/ptbr/assuntos/noticias/2025/cvm-e-anbima-atualizam-matriz-de-ofertas-publicas-prevista-em-acordo-de-cooperacao-tecnica), it is now possible for Anbima to conduct prior analysis of public distribution offers of FIDC and FIC-FIDC for the general public (retail), so that such offers, if they receive an Opinion without impediment from Anbima, may follow the automatic registration route, in accordance with items VI (letter 'c') and VII (letter 'd') of art. 26 of CVM Resolution 160.

16. In this sense, from this date forward, automatic route registration requests for FIDC offers directed at general or qualified investors are available, containing the acronym "AR" (self-regulatory) in their names.

17. It is worth mentioning that FIC-FIDC offers must continue to use the requests available for FIDC offers.

18. Finally, it is worth mentioning that, with the changes in FIAGRO requests mentioned above and given that public distribution offers of FIAGRO can also be previously analyzed by Anbima, specific FIAGRO requests with the acronym "AR" are being created, also to be used in case of public distribution offers of these securities for the general public (retail), so that such offers, if they receive an Opinion without impediment from Anbima, may follow the automatic registration route, in accordance with items VI (letter 'c') and VII (letter 'd') of art. 26 of CVM Resolution 160.

Support Contact

19. We reiterate the guidance that inquiries regarding the SRE - Offering 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.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 04/28/2025, at 14:42, based on art. 6 of Decree No. 8,539, of October 8, 2015.
The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, by entering the verification code 2272623 and the CRC code 21D3E239.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2272623 and the "CRC Code" 21D3E239.
Reference: Process No. Ocios-Circulars SRE 2025 SEI Document No. 2272623