Circular Letter CVM/SRE 02/2025: General Guidelines for Registration Procedures for Public Distribution of Securities — CVM — BR

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2025-CVM/SRE Rio de Janeiro, May 28, 2025. Subject: General guidelines on procedures to be observed by intermediary institutions in registration requests for public distribution offers of securities - CVM Resolution No. 160/2022.

Dear Director,

This Circular Letter aims to guide intermediary institutions regarding the registration request for public distribution offers of securities that follow the ordinary or automatic registration procedures provided for in CVM Resolution No. 160/2022 (“RCVM 160”).
Initially, we highlight that currently all automatic registration requests for public distribution offers are already processed by the Offers Registration System (“SRE System”).
Starting from 02/04/2025, this system will be able to receive and process the analysis phases of registration requests that follow the ordinary procedure. In this sense, all public distribution offers that follow the ordinary procedure, with the exception of hotel CIC offers (see Section VII of this Circular Letter), must have their registration requests formulated using the aforementioned system.

I. Access to the SRE System
Initial Considerations

The SRE System is an information system widely used since 02/01/2023 to process registration requests for public offers under the automatic procedure. It is, therefore, a system widely known by the lead coordinators of public offers.
Access to the ordinary procedure is done through the same channel used for the automatic procedure; what changes is the type of request to be chosen by the user. All automatic procedure requests begin with “OPD Aut”, while ordinary procedure requests begin with “OPD Ord”.
The System works with the combination of “Request Type” with “Securities Value”, from which the necessary information and documents have been parameterized, as provided for in RCVM 160, to generate the Electronic Request Form for the Offer, provided for in art. 29, item II of the aforementioned Resolution, in the case of the ordinary registration procedure for distribution.

Access to the System

Access to the SRE System is made from the “Systems Hub”, located on the Autarchy’s webpage (CVM Systems). Once the aforementioned page is accessed, the System will be available from the login in “CVMWeb System” under “Document Submission”, a functionality accessible both in the “CVMWeb System” menu and in “Public Offers”, both to the left of the main page of the Systems Hub (final address https://cvmweb.cvm.gov.br/swb/default.asp?sg_sistema=scw).
Upon accessing CVMWeb, one must choose the “SRE System” option in the menu to the left of the page.
The Electronic Request Forms for Offer registration must be presented by the Lead Coordinator of the offer. All institutions part of the securities distribution system already have authorization to send information using the institution’s master password in CVMWEB (“director responsible for RCVM 35”), except in the case where the leader is a registered participant as a Portfolio Administration Service Provider, in which case access will be with the login of the “director responsible for the distribution of fund shares”. Authorization for the use of the SRE System - CVM in: Systems Hub / CVMWEB / Account Administration / Delegation of Tasks may be delegated.
It is relevant to inform that all other coordinators of the offer must be informed in the “Contacts” tab of the Electronic Request Form for Offer.

II. Types of Requests - Offers with and without Preliminary Prospectus

In the ordinary procedure, the SRE System operates with two types of request: “OPD Ord - with preliminary prospectus” and “OPD Ord - without preliminary prospectus”.
The request OPD Ord - with preliminary prospectus must be used in all offers for which it is intended to use the “market offering” phase before obtaining registration, as happens (i) in offers where it is intended to use the bookbuilding procedure for price (or rate) fixation and (ii) in offers where it is intended to start sales efforts or use publicity before obtaining registration.
The request OPD Ord - without preliminary prospectus must be used in all offers for which it is not intended to use the “market offering” phase before obtaining registration, as happens (i) in offers where there is no provision for using the bookbuilding procedure for price (or rate) fixation and (ii) in offers where there is no intention to carry out any sales effort or use publicity before obtaining registration.
Once the request type is selected, the combination with the securities value will form the Electronic Request Form for the Offer, which operates similarly to the automatic procedure, having tabs for filling in information, uploading documents, and including information regarding the monitoring fee related to distribution.

III. Procedural Phases of the Ordinary Procedure Request

A. Request Opening (In Filling)

Upon starting a new Electronic Request Form for Offer, a draft number is associated (as highlighted in the image below). In this stage, the Lead Coordinator will fill in all requested information/documents, with the form status at this moment being called “In Filling”, as shown in the screen below:
Specifically regarding offers where it is intended to use the “market offering” phase, the request type “OPD Ord – with preliminary prospectus” must be selected. In this regard, it is important to note that the SRE System provides in this type of request a box called “Investment Intention Collection”, with 3 options: “No Collection”; “Quantity and Price or Only Quantity”; and “Quantity and Rate or Only Quantity”. The option “No Collection” must be used in offers where the “market offering” phase is provided only for publicity of the offer or receipt of reservations, with no collection of investment intentions for price or rate definition, or even for defining the quantity to be effectively distributed. In offers where there is provision for carrying out an investment intention collection procedure - bookbuilding, whether of price or rate, the options “Quantity and Price or Only Quantity” or “Quantity and Rate or Only Quantity” must be selected, as applicable. In these last two options, to obtain registration, the Lead Coordinator must inform the final placement data (price or rate and quantity) after carrying out the bookbuilding procedure. In the “No Collection” option, it is not necessary to include final placement data to obtain registration, and it is always possible to alter the quantity and/or price/rate, through an offer modification procedure.
Also regarding offers that have a “market offering” phase, it is important to highlight that the Lead Coordinator must initially insert, in this first submission to SRE of the Electronic Request Form for Offer, only the drafts of Preliminary Prospectus and Summary Sheet, which will be analyzed by SRE in the “Document Submission” tab, in the “Documents for Request Instruction” section. This guidance is of extreme importance since the “Documents to Market” section in the same tab, highlighted below, is intended to receive documents that will be disclosed to the market: Preliminary Prospectus, Summary Sheet, and Market Notice, and from the upload of these in this section, publicity occurs through the CVM page, in compliance with art. 13, item V of RCVM 160.
It is worth remembering that it is possible to save the information in filling in the Electronic Request Form for Offer (green “Save” button - bottom right corner) for later definitive submission to CVM. Once all information and applicable documents are filled in, submission to SRE occurs via the action/button in blue “Send Request” - bottom right corner. It is also worth highlighting that the tabs composing the Electronic Request Form for Offer will remain in bold until all information/fields and mandatory documents (identified with “*”) are filled in.

B. Request Opening (In Protocol Verification)

Once the Electronic Request Form for Offer is sent, the verification of the same follows by SRE, assuming the status “In Protocol Verification”, as shown in the screen below:
From this stage, the Electronic Request Form for Offer ceases to follow the draft numbering and receives a protocol number (as highlighted in the image above).
In this stage, SRE checks if all documented protocol is in compliance with RCVM 160. If not, the Electronic Request Form for Offer will return to the Lead Coordinator, without the analysis period starting, so that he provides the necessary adjustments and sends it again for verification by SRE.

C. In Adjustments

In the event of any non-conformity (absence) in the presentation of necessary documents, the Electronic Request Form for Offer is returned to the Lead Coordinator, as provided for in § 1 of art. 37 of RCVM 160, with its status then becoming “In Adjustments” (as highlighted in the image below):
The item to be corrected will follow marked in red with a disapproval icon (as highlighted in the image above) to facilitate identification of what needs to be corrected. For correction, in the “Offer Information” tab, the field must be corrected directly, without the need to use the blue “Justification History” button existing next to the disapproval sign. If correction is necessary in the “General Characteristics” tab, the “Justification” field must be filled. Finally, if any inconsistency is pointed out in the “Document Submission” tab, the correction is done by including the document marked as disapproved. It is important to highlight that only in this phase (“In Adjustments”) it will not be necessary to include the marked version of the new document inserted, since it is not an requirement regarding its content but rather the identification of its absence or the upload of a document different from that requested in the field.
Once the pending issues are corrected, the Electronic Request Form for Offer must be returned to CVM, clicking on the blue “Send Request” button - bottom right corner.

D. Initial Analysis

Once the documents are approved by SRE, a number identifying the Electronic Request Form for Offer will be generated, in the example below Process SRE/0124/2025, proceeding to SRE analysis, with the status of “Initial Analysis” (as highlighted in the image below).

E. In Fulfillment of Requirements

After SRE analysis, according to the deadlines prescribed in Subsection IV – Analysis Deadlines – Ordinary Registration Procedure for Distribution of RCVM 160, the Electronic Request Form for Offer will return to the Lead Coordinator with the status of “In Fulfillment of Requirements”, simultaneously with the sending, by email, of the Requirements Letter, in the same current manner as ordinary procedure analyses, by the competent SRE management.
For the purpose of fulfilling requirements, a new petition must be sent in the parameterized document “Forwarding Letter”, a petition in the same manner as already done by Lead Coordinators, detailing explanations regarding the fulfillment of requirements.
Similar to the routing of the Electronic Request Form for Offer in the status “In Adjustments”, the items and/or documents presented in the form that relate to requirements formulated/detailed through the Requirements Letter will appear for the Lead Coordinator marked in red with the disapproval sign and the text “Adjustment necessary”. For correction, in the “Offer Information” tab, the field must be corrected directly, without the need to use the blue “Justification History” button existing next to the disapproval sign. If correction is necessary in the “General Characteristics” tab, the “Justification” field must be filled.
It is important to highlight that, regarding documents to be presented for the purpose of fulfilling requirements, the SRE System always requires their respective marked versions; therefore, the Lead Coordinator must insert a new clean version of the document, along with the marked version. The blue “Justification History” button existing next to the disapproval sign is not mandatory to fill; explanations regarding alterations of the document in question must be included in the new Forwarding Letter with the fulfillment of requirements.
When applicable (offers that will use the “market offering” phase request “OPD Ord – with preliminary prospectus”) and if, in fulfilling requirements, the necessary documents for the “market offering” phase are inserted, such documents must be presented in the “Documents to Market” section, both the clean version and the marked version. In this case, to meet the disapproval indicated in the “Documents for Request Instruction” section, the blue “Justification History” button existing next to the disapproval sign of the respective document must be used, with the information “documents presented in the Documents to Market section” in the “justification” field. It is worth reiterating that it is of extreme importance that the Lead Coordinator observes the differentiation between the “Documents for Request Instruction” and “Documents to Market” sections, the latter being the section that confers publicity to the documents presented in the Electronic Request Form for Offer.
Again in this stage, it is possible to save the Electronic Request Form for Offer (green “Save” button - bottom right corner) for later definitive submission to SRE. Once all information and applicable documents are corrected, submission to SRE occurs via the action/button in blue “Send Request” - bottom right corner. It is also worth highlighting that the tabs composing the Electronic Request Form for Offer will remain in bold until all information/fields and documents are corrected. Also, in the attempt to submit to SRE, if there are still changes to be made in the process, a window will show the alert informing that adjustments are still missing.

F. In Fulfillment of Reiteration

Once returned to SRE for analysis of the fulfillment of requirements, if there remain initially formulated requirements that have not been fully met or if alterations in documents and information necessitate new requirements, the Electronic Request Form for Offer is returned to the Lead Coordinator in the status “In Fulfillment of Reiteration”.
For the purpose of fulfilling the reiteration of requirements, a new petition must be sent in the parameterized document “Forwarding Letter”, a petition in the same manner as already done by Lead Coordinators, detailing explanations regarding the fulfillment achieved.
Regarding documents, again observe the logic: if the offer contains a “market offering” phase and this is the offer phase, the new versions, as well as the respective marked versions of documents presenting reiterations to be fulfilled, will be inserted in the “Documents to Market” section. Otherwise, the pair of documents (clean version and marked version) must be inserted in the “Documents for Request Instruction” section.
Again in this stage, it is possible to save the Electronic Request Form for Offer (green “Save” button - bottom right corner) for later definitive submission to SRE. Once all information and applicable documents are corrected, submission to SRE occurs via the action/button in blue “Send Request” - bottom right corner. It is also worth highlighting that the tabs composing the Electronic Request Form for Offer will remain in bold until all information/fields and documents are corrected. Also, in the attempt to submit to SRE, if there are still changes to be made in the process, a window will show the alert informing that adjustments are still missing.

G. Registration Granted

Once registration is granted, the Electronic Request Form for Offer will receive the registration number, as demonstrated in the screen below:
After registration, it will be the Lead Coordinator’s responsibility, within a period of up to 2 business days, in the case of offers with Preliminary Prospectus, or up to 90 days, in the case of offers without Preliminary Prospectus, to inform the start date in the “General Characteristics” tab, as well as insert the Start Announcement and Definitive Prospectus documents, in the “Document Submission” tab.
Within a period of up to 180 days from the date of the Start Announcement, the offer must be closed by inserting the final placement data in the “Placement Data” tab, the same tab where the closing date and whether the offer was revoked will be informed. Simultaneously, the Closing Announcement must be uploaded, in the “Document Submission” tab.

IV. Dynamics and rules for sending documents in the Electronic Request Form for Offer

It is important that users of the SRE System, i.e., the participant who will act as Lead Coordinator of the public offer, have broad knowledge of the rules and logic of the aforementioned system regarding the sending of documents through the Electronic Request Form for Offer, in the “Document Submission” tab.
Initially, we guide that the dispatch that forwards the manifestations to each phase of the registration request analysis (initial protocol, fulfillment of requirements, and fulfillment of reiteration) should always be presented in the parameterized document “Forwarding Letter”.
Regarding the functioning of the “Document Submission” tab, there are the “Save” and “Send documents” buttons in the aforementioned tab, in addition to the “Send Request” button, regarding which it must be clear to the Coordinators their respective functions.
Thus, the “Save” button serves exclusively to “attach” a document in the Electronic Request Form for Offer. Therefore, when using such button/function, the only effect arising is the upload to the SRE System database, which can be useful during the document preparation phase for later presentation to CVM.
However, for procedural instruction as well as availability on the CVM page, if applicable, at a time when there is no change in the registration request analysis phase, the Lead Coordinator must use the function/button “Send documents”. Through it, the technical area is notified, for all purposes, regarding the forwarding of the document to CVM as well as its disclosure, if due. For example, if it is necessary to disclose a Market Notice related to the offer, the Lead Coordinator must insert it in the parameterized document “Market Notice” and immediately after use the “Send documents” button. It is worth noting that this action also saves the document in the SRE System database.
Furthermore, one of the pillars is the mandatory sending of the pair of documents clean version and marked version each time a same parameterized document subject to requirement/reiteration by SRE is reapplied, as provided for in § 3 of art. 28 of RCVM 160.
Notwithstanding, the system is able to proceed even in the absence of upload of files subject to requirement and/or reiteration, through the presentation of justification via the blue “Justification History” button existing next to the disapproval sign of the respective document. In practice, this procedure attends to two situations:

i. in case of understanding by the Lead Coordinator that the originally presented document meets the formulated requirement;
or
ii. if the original document is the draft and the document to be reapplied is the market version, in which case the market document and the marked version against the originally presented draft must be inserted in the respective parameterized document in the “Documents to Market” section of the “Document Submission” tab and to meet the disapproval of the draft, the Lead Coordinator will insert the text “documents presented in the Documents to Market section” using the “Justification History” button (guidance provided in paragraph 30, above).

We point out that in the “In Adjustments” phase, applicable in cases where the Electronic Request Form for Offer was considered incomplete (see subitems B and C of Section III above), the reapplied document considered “missing” does not require insertion of a marked version, since the system understands that it is not a document with corrected content, but rather a new document that meets the parameterized document.
Another aspect that must be observed by the Lead Coordinator is the segregation between documents for the registration request instruction and those that go to market. In this sense, the “Document Submission” tab has the sections “Documents for Request Instruction” and “Documents to Market”, with the respective parameterized documents as applicable. The presentation of documents in the “Documents to Market” section allows that the

same (in their clean version) are to be published on the CVM website, therefore it is crucial that this section receive exclusively documents that will be published to the public in their clean versions (in addition to the marked version compared to the previous document, this one is not available to the public).

It is also relevant that only documents parametrized in the Electronic Offering Request Form be sent. In this sense, we highlight that the "Additional Documents" section of the "Document Submission" tab should be used for sending advertising materials or other documents, in this case exclusively in the event of guidance in this sense by the SRE. We emphasize that the Electronic Offering Request Form should not be used as a document repository, which may result in storage restrictions and/or system slowness.
Finally, we clarify that unlike the "General Characteristics", "Offering Information" and "Securities Characteristics" tabs, in which field editing is blocked in the phases where the Electronic Offering Request Form is under analysis by the CVM, with editing possible only for fields disapproved in the respective service phases by the Lead Coordinator, in the "Document Submission" tab it is possible to send a document without the registration request changing phase. This functionality is useful in cases where, for example, the Lead Coordinator identifies an error in a document sent during the service phase and wishes to present the corrected version or when it is necessary to send a document not sent when the Electronic Offering Request Form is returned to the CVM (without prejudice to any recalculation of the analysis period by the SRE). To do so, observe the dynamics described in paragraph 43.

V. Request for Reserved Analysis

Requests that are the subject of a Request for Reserved Analysis by the SRE, in accordance with art. 31 of RCVM 160, must indicate the request for reserved treatment in the Cover Letter, in addition to having the "Request for Reserved Analysis" checkbox necessarily selected, as shown in the screen below:

VI. Modification of offering after registration

If it is necessary to request an offering modification after registration is granted, such requests must be sent to the competent SRE management via digital protocol. In these cases, the SRE System will be used only to publish market communications applicable and offering documents modified after the approval of the offering modification.

VII. Changes to the automatic registration process module in the SRE System

We take this opportunity to inform that Lead Coordinators of offerings submitted to the automatic process can already make changes to the information provided in the Electronic Offering Request Forms after registration, which before could only be done by the SRE. To ensure the security of the SRE System in light of this newly implemented functionality, the need for which was identified in the monitoring of services performed by the support team, a log tool has been implemented to record all changes made and the respective users who made them, visible exclusively to SRE internal users.
Changes to information in the Electronic Offering Request Form after the closing of the offering continue to be made only by the SRE and in case of need for alteration, support-sistemasre@cvm.gov.br must be contacted.

VIII. Expiration of registration

We inform that together with the entry into operation of the ordinary process, an expiration routine will be implemented for offerings with the "offering to market" phase prior to registration.
As is known to the market, the SRE System has a routine for the expiration of offerings without the "offering to market" phase prior to registration, if the Start Announcement is not published within 90 days after registration.
The same routine will be implemented, starting from 02/06/2025, for offerings with the "offering to market" phase prior to registration, if the Start Announcement is not published within 2 (two) business days. This routine will apply to all offerings, including offerings intended exclusively for professional investors.

IX. Public offerings of hotel CIC

The SRE System is prepared to receive registration requests for offerings presented by participants registered with the CVM (lead coordinators of public offerings, portfolio administrators, and securitization companies).
Since public offerings of hotel CIC are conducted directly by the incorporating company, a participant that does not have registration with the CVM, the SRE System is not yet able to receive registration requests for these offerings.
In this sense, registration requests for public offerings of hotel CIC must continue, for now, to use the CVM's digital protocol (on the CVM website select "Main Menu" > "Service Channels" > "Digital Protocol"). As soon as the SRE System is able to receive registration requests for public offerings of hotel CIC, the market will be informed via Circular Letter.

X. Support for the SRE System

We reiterate the guidance that inquiries regarding the SRE System be directed exclusively to the email suportesistemasre@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 05/28/2025, at 19:31, 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 2284060 and the CRC code A22F142C.

This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2284060 and the "CRC Code" A22F142C.

Reference: Process No. Ocios-Circulars SRE 2025 SEI Document No. 2284060