Circular Letter CVM/SRE 02/22

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. 2/2022-CVM/SRE Rio de Janeiro, December 28, 2022 Subject: General guidelines on procedures to be observed by intermediary institutions in applications for registration as coordinator of public distribution offers of securities.

Dear Director,

1. This Circular Letter aims to guide intermediary institutions regarding the application for registration as coordinator of public distribution offers of securities in accordance with CVM Resolution No. 161/2022 (“RCVM 161”).

I – Of the registration application:

2. As established in Article 6 of RCVM 161, the application for registration as coordinator of public distribution offers must be sent to the Securities Registration Superintendence – SRE.

3. Article 8 of RCVM 161 provides for the possibility of CVM concluding a technical cooperation agreement for the prior analysis of the registration applications referred to in Article 6 of the same resolution. In this context, CVM concluded an agreement (“ACT”) with ANBIMA - ASSOCIATION OF THE BRAZILIAN FINANCIAL AND CAPITAL MARKETS ENTITIES, for the registration and supervision of public distribution offers of securities and their coordinators within the scope of CVM Resolution No. 160/2022 and RCVM 161.

4. The aforementioned ACT provides for the provision of subsidies for the analysis of this Autarchy in applications for registration of coordinators of public distribution offers of securities, as provided for in Article 8 of the Resolution.

5. We communicate that from January 2, 2023, the submission of applications for registration of coordinators of public distribution offers must be carried out through the Market Supervision System (SSM) of ANBIMA, with access via the address
   https://ssm.anbima.com.br.

6. The analysis of registration applications will be conducted in observance of the deadlines established in RCVM 161. In the analysis stages, the deadline will be divided between ANBIMA and CVM, in accordance with the ACT, with the understanding that (i) ANBIMA will have a maximum period of 50 (fifty) days to carry out the procedures assigned to it; and (ii) CVM will be assured a period of 10 (ten) days to carry out the procedures assigned to it, in consonance with the provisions of Article 8, § 5 of RCVM 161. If ANBIMA concludes its routine in less than 50 (fifty) days, the remaining time may be used by CVM (i.e., CVM will have the balance not used by ANBIMA, in addition to its 10 (ten) regulatory days), always respecting the total period of 60 (sixty) days stipulated by RCVM 161 for the conclusion of the procedure.

7. National, state, or municipal holidays in Rio de Janeiro, the seat of CVM, will not be counted as business days for the calculation of the deadline.

8. Also, force majeure and fortuitous events, as provided for in national legislation, will not be counted as business days for the calculation of the deadline.

9. The submission of new documents or resubmission of documents with more updated versions after the initial protocol or after the fulfillment of requirements, that is, when the analysis of the registration application by ANBIMA or CVM is underway, will be interpreted as a new protocol and the analysis deadline for the current phase will restart.

10. If, in addition to the information and documents presented in compliance with the requirements, relevant changes have been made to documents or information that do not result from the fulfillment of requirements, the provisions of Article 7, § 6 and § 7 of RCVM 161 must be observed, characterizing the occurrence of a new fact.

11. Furthermore, in order to assist interested parties in obtaining registration, we indicate accessing the SSM system user manuals available on the ANBIMA website.

II – Of the delivery of periodic information referred to in Articles 12 and 18 of RCVM 161:

12. The annual periodic information, (i) reference form, whose content must reflect all 6 (six) items of Annex B as determined in Article 12 of RCVM 161 and (ii) internal controls report of Article 18 of the same resolution, must be delivered in the year following the year in which the public distribution coordinator obtained approval of its registration with CVM, considering the date of publication of the declaratory act in the Official Gazette of the Union.

13. We emphasize that the provision of the information in item 6 of Annex B, as established by Annex A of RCVM 161, is not necessary at the time of the application for registration of coordinator of public distribution offers of securities. Its submission is only necessary at the time of compliance with Article 12 of the Resolution.

14. The information related in the previous paragraph must be provided starting from the year following the obtaining of registration, even if this occurs, for example, only in the month of December.

15. These periodic information must be sent, through an electronic system available on the CVM website on the world wide web. The link
    for the system will be available in the CVMWeb menu.

III – Of the minimum net equity:

16. The coordinator must prove, at the time of the registration application, that it has a minimum net equity of R$ 1 (one) million, by presenting financial statements audited by an independent auditor registered with CVM. If the institution has not closed its first fiscal year, an interim financial statement, also audited, must be sent in order to provide proof of the minimum net equity.

IV – Of the segregation of activities:

17. Item I of the sole paragraph of Article 19 states that “the exercise of intermediation of public distribution offers of securities must be segregated from other activities carried out by the coordinator itself or by other legal entities of its economic group with which there is a potential conflict of interests”.

18. In this regard, in addition to the areas described in Item II of § 1 of Article 4, it is up to the coordinator to identify which areas could affect the independence of its performance as a coordinator of public distribution offers of securities.

V – Of the non-requirement of director certification:

19. Item 5.4.1, b, of Annex B of Resolution CVM No. 161/22, that is, approval in a professional certification exam, is not a mandatory item.

VI – Of the Registration Fee:

20. To make the payment of the registration fee, the applicant must access the website https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx, fill in its CNPJ (only with digits) in the field referring to Initial Registration and click on “Search”.

21. In the next window, under “Fee Type”, the option referring to Annex V must be selected. Under “Registration Type”, the option “Coordinators of Securities Offers” must be chosen.

22. Check the net equity ranges published in the form indicated in the link above, the one in which the net equity of your company would be classified according to its most recent annual financial statement audited by an independent auditor registered with CVM.

23. We reinforce that at the time of the protocol of the registration application, the registration fee must already be paid when requesting registration through the SSM.

24. If additional clarifications are necessary, contact the Registry Management 3 – GER-3, through the electronic address ger3@cvm.gov.br.

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 12/28/2022, at 16:25, based on Article 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 1677898 and the CRC Code A50503B6.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1677898 and the "CRC Code" A50503B6.
Reference: Process No. 19957.010621/2021-63 SEI Document No. 1677898