Circular Letter CVM/SRE 02/23

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, 4th Floor, S.404, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2023-CVM/SRE Rio de Janeiro, January 19, 2023. Subject: New guidelines on procedures to be observed by coordinators in applications for automatic registration of public offerings of securities - CVM Resolution No. 160/2022.

Dear Director,

1. This Circular Letter complements the previous Circular Letters No. 3/2022-CVM/SRE (Circular Letter CVM/SRE 03/22), published on 12/30/2022, and No. 1/2023-CVM/SRE (Circular Letter CVM/SRE 01/23), published on 01/13/2023, and should be read in conjunction with those documents, for the purpose of clarifying the request for registration of public offerings of securities that follow the automatic registration procedure provided for in art. 26 of CVM Resolution No. 160/22 (“RCVM 160”).

2. In this sense, we provide below guidance on aspects that have been improved regarding the parameters of the SRE - Offer Registration System ("SRE System - CVM" or "System"), with a view to providing greater clarity when filling out the Electronic Offer Request Form by Lead Coordinators.

Errors in filling out the Electronic Offer Request Form

3. Initially, and before informing you about the improvements made to the System, we reiterate the importance that the Electronic Offer Request Form be filled out properly, reflecting the characteristics of the offer. For example, we have observed errors in selecting the "Type of Request" that suits the offer, such as not choosing a specific request for unregistered issuers, when this is the case. It is relevant to point out that, in order for the system to have the necessary security regarding the information provided by lead coordinators, it is not always possible for the SRE to alter certain information.

4. In this sense, we reinforce the need to observe the annex to Circular Letter No. 3/2022-CVM/SRE, which lists the various options for automatic procedure requests, according to the provisions contained in art. 26 of RCVM 160 and following the format of the public offer matrix that accompanies the SDM 02/21 Public Hearing report. We also highlight the existence of tutorial videos for using the System[1] as well as the creation of a specific email box for questions related to the topic (suportesistemasre@cvm.gov.br), in addition to the need to follow the guidelines being provided by the SRE through Circular Letters.

5. It is relevant to point out that, through the use of the information contained in the Electronic Offer Request Form, various rules governed by RCVM 160 will be monitored, for example, but not limited to, lock-up rules, in post-registration supervision activities of offers submitted to the automatic registration procedure. Inadequate filling out may end up incorrectly signaling a possible violation of the aforementioned regulation.

Offers with communicating vessels

6. Aiming to facilitate the filling out of the Electronic Offer Request Form in the case of offers that proceed in the form of communicating vessels exclusively for the purpose of allocating quantity throughout the distribution, therefore after registration (offers in which there will be no market period), specific requests have been created for use in such situations: "OPD Aut Professional - communicating vessels without bookbuilding" and "OPD Aut Qualified - communicating vessels without bookbuilding". Therefore, we request that, from the date of this circular, the guidance contained in item "Offers with communicating vessels" of Circular Letter No. 1/2023-CVM/SRE be disregarded.

7. Considering that the situation described above has been observed in FIP quota offers, at this time the aforementioned requests are available only for the securities "FIP Quotas" and "FIAGRO - FIP Quotas". If there is a need to structure in this way (with communicating vessels and without bookbuilding) offers of another security, we request that you describe the situation through a message to the box suporte-sistemasre@cvm.gov.br, so that appropriate parameterization can be made.

8. With the use of the aforementioned requests, the amount of the offer, including any additional lot, shall be prorated across the number of classes, with a view to obtaining the registration of the offer for each class.

9. For greater clarity, it is worth noting that the above situation is a specific and unusual case of offers with communicating vessels, the most common use of the communicating vessels system being the bookbuilding situation. In this case, in which, through the communicating vessels system, with the offer to the market, demand and rate are defined for each class or series of the security, the appropriate request for the target audience and containing the term "with bookbuilding" must continue to be used. We illustrate below the behavior of the "Securities Characteristics" tab in both hypotheses of use of the communicating vessels system.

Communicating vessels only during the distribution period - post registration Communicating vessels for bookbuilding definition

10. It is worth remembering that in the case of an offer with bookbuilding and communicating vessels (the majority of cases) the base lot is informed for the offer as a whole and only the additional lot is initially prorated by the number of classes or series. After the bookbuilding, the quantities effectively distributed in each class or series will be informed, both for the base lot and for the additional lot in the editing screen of the "Securities Characteristics" tab in the "Final Lot - After Collection of Investment Intentions" section for the purpose of obtaining the registrations of the offer.

Requests "with bookbuilding"

11. Requests containing the expression "with bookbuilding" shall always be used whenever the structure of the offer provides for a market period, which can be used not only for the definition of quantity and price and/or rate, but also in the case of definition only of quantity or even with the sole purpose of initiating the marketing of the offer.

Field related to the number of issuance

12. We inform that a field has been inserted in the "Offer Information" tab of the Electronic Offer Request Form to indicate the number of the issuance object of the offer. The created field is named "Issuance No." and becomes mandatory so that this information always appears in registration requests, in the case of securities for which this information is relevant to correctly identify the issuance. In this sense, such field was inserted for requests involving debt securities (debentures, promissory notes and commercial notes) as well as CRI, CRA and CR.

13. We alert that: (i) the new field will only appear in offers whose filling out of the Electronic Offer Request Form starts on the present date (01/19/2023); (ii) for debt security, CRI, CRA or CR offers whose filling out of the SRE - CVM System occurred prior to the aforementioned date and whose issuance number was not informed in the "Security" field of the Securities Characteristics tab (as previously guided) we request that you send the information to the email suporte-sistemasre@cvm.gov.br so that we can insert it manually; and (iii) the help tool, through which the document containing the description of the fields existing in the Electronic Offer Request Form is accessed, has been updated for the present guidance.

New parameterized document

14. A document named "Monthly Distribution Summary" was created in the "Document Submission" tab in the "Offer Documents" section so that the reports provided for in art. 83 of RCVM 160 can be presented to the CVM.

15. We alert that: (i) the new document will only appear in offers whose filling out of the Electronic Offer Request Form starts on the present date (xx/01/2023); (ii) for offers whose filling out of the SRE - CVM System occurred prior to the aforementioned date, we request that any reports to comply with the aforementioned art. 83 be presented in the same tab "Document Submission" in the "Additional Documents" section.

16. Finally, we inform that the document in question will not be visible on the CVM website.

Support contact

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

[1] Tutorial videos were prepared by the SRE with some simulations of request entry and obtaining automatic distribution registrations, available at: (3425) Public Offering Standard: guidelines for using automatic registration systems - YouTube.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 01/19/2023, at 19:30, 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 code verifier 1701535 and the CRC code CC0800C5.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 1701535 and the "Código CRC" CC0800C5.
Reference: Process No. SRE Circular Letters 2023 SEI Document No. 1701535