Circular Letter CVM/SRE 03/22

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 3/2022-CVM/SRE Rio de Janeiro, December 30, 2022. Subject: General guidelines on procedures to be observed by intermediary institutions in requests for automatic registration of public distribution offers of securities - CVM Resolution No. 160/2022.

Dear Director,

1. This Circular Letter aims to guide intermediary institutions regarding the request for registration of public distribution offers of securities that follow the automatic registration procedure provided for in art. 26 of CVM Resolution No. 160/2022 (“RCVM 160”).

2. RCVM 160 enters into force on 02/01/2023 and from that date all requests for automatic registration of public distribution offers must follow the guidelines contained in this Circular Letter.
   It is worth emphasizing that the automatic dispensation of registration procedure for distribution, provided for in the previous CVM Instruction No. 476/09 ("ICVM 476"), will no longer be possible for offers that are initiated from 02/01/2023.
   In this sense, Initial Forms can no longer be submitted in the Restricted Efforts System - SER, except those that remain within the 5 business days submission period, regarding offers initiated in 2022.

3. Requests for registration of public offers of securities that follow the ordinary registration procedure provided for in art. 28 of RCVM 160 must continue to be filed via the CVM digital protocol, in accordance with the guidelines contained in item 1.1 of Circular Letter No. 1/2021-CVM/SRE or any subsequent Circular Letter that may replace it.

I. SRE System - CVM
Initial Considerations

7. The SRE - Offer Registration System ("SRE System - CVM" or "System") is an information system that was developed to receive all requests for registration of public distribution offers ("PDO") and acquisition ("POA") sent to the SRE.

8. The development of the System had the support of ANBIMA for technological development, within the scope of the Technical Cooperation Agreement for the development and implementation of an information system celebrated between the Autarchy and the aforementioned institution
   (https://conteudo.cvm.gov.br/export/sites/cvm/convenios/anexos/ANBIMA_1_ADT__Sistema_de_Informatica.pdf).

9. From 02/01/2023, the automatic registration module of the System will enter into operation, concurrent with the start of the validity of RCVM 160. In this sense, considering that all offers intended exclusively for professional investors, currently conducted under the support of ICVM 476, will henceforth be governed by RCVM 160, therefore subject to the automatic registration procedure, such offers must be submitted for registration through the SRE System - CVM. The same applies to other cases of automatic registration procedure, according to art. 26 of RCVM 160, also making use of the System.

10. In this context, the SRE System - CVM will replace both the current public offer registration system ("SAP-SRE") and the restricted efforts system ("SER System"), the latter only with regard to offers conducted under the procedure of ICVM 476
    [1]. It will also replace the method of obtaining automatic registration of the distribution of quotas for qualified investors of closed-end funds governed by CVM Instruction No. 555/14, according to its art. 22 [2]. However, in the initial phase, the current public offer registration system will continue to be used for granting registrations under the ordinary procedure, as per paragraph 3 above, since the ordinary registration module of the SRE System - CVM is in the final stages of adjustment.

System Description

15. Through the SRE System - CVM, we will have consolidated in a single system (i) the exchange of information between the coordinators of public offers and the Superintendence of Securities Registration - SRE within the scope of distribution registration processes, (ii) the possibility of obtaining the offer registration directly by the lead coordinator, as well as (iii) the availability of documents related to the offers both for analysis purposes, when it comes to the ordinary procedure, and for disclosure to the external public.

16. The System works with the combination of "Request Type" with "Security", 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 arts. 27, item I, letter "b" and 29, item II of the aforementioned Resolution.

17. It is important to highlight that for each selected "Request Type", the "Security" menu will only show those eligible for such procedure. Thus, for example, when selecting the Request Type "PDO Aut Public in General or Qualified - with bookbuilding", all 16 types of "Security" can be selected, observing the specifics that will be commanded in the Electronic Request Form for the Offer. On the other hand, selecting "PDO Aut Professional - with bookbuilding - AR" only "Shares" and "Certificate of deposit of shares (Unit)" will be eligible, the only case provided for in the matrix of public offers in which one can make use of a request through an affiliated self-regulatory entity in offers for professional investors
    [3] (Public Hearing SDM 02/21 (cvm.gov.br), as attached to the SDM 02/21 Public Hearing Report).

18. We attach to this Circular Letter a table with the relationship matrix ("Request Type" with "Security") available in the SRE System - CVM that depict the automatic registration procedure situations provided for in art. 26 of RCVM 160
    [4].

Access to the System

23. Access to the SRE System is made from the "Systems Center", located on the Autarchy's web page (CVM Systems). Once the aforementioned page is accessed, the System will be available from the login in the "CVMWeb System" in "Document Submission", functionality accessible both in the "CVMWeb System" menu and in "Public Offers", both to the left of the main page of the Systems Center (final address https://cvmweb.cvm.gov.br/swb/default.asp?sg_sistema=scw).

24. Upon accessing CVMWeb, one must choose the option "SRE System - CVM" in the menu to the left of the page.

25. Registration requests must be presented by the Lead Coordinator of the offer. All institutions integrated into 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 FI quotas". Authorization for the use of the SRE System - CVM can be delegated in:
    Central Systems / CVMWEB / Account Administration / Delegation of Tasks.

26. It is relevant to inform that all other coordinators of the offer must be informed in the tab of the Electronic Request Form for the Offer named "Contacts".

Tutorials for the SRE System

31. The SRE has prepared video tutorials with some simulations of request entry and obtaining automatic distribution registrations, available at:
    https://www.youtube.com/playlist?list=PLIh0KncZ2r1OyIz_Sxa5ad24wLrwoGbTf.

Inspection Fee

33. The inspection fee is a mandatory requirement for the presentation of the registration request and the information associated with it must be provided in the tab of the Electronic Request Form for the Offer named "Fees".

34. It is important to highlight that the information to be filled in the "Reference Number" field is found in the section "Information under the Beneficiary's responsibility" of the inspection fee payment slip, if the collection was made via GRU. In the case of payment via PagTesouro, the aforementioned number appears on the payment confirmation screen. We also remind you that in the case of payment via GRU, there may be a time lag of up to 3 days for the recognition of the collection in the CVM systems, since such collections are received through electronic transaction.

35. The SRE System - CVM is ready to receive eventual inspection fee complements that may be necessary due to the increase in the offer amount, prior to registration (in the case of offers that have a market period), considering the applicable increases in accordance with the legislation in force. In this sense, for each inspection fee payment, the System will present the collected value corrected to the reference base date, which is the date on which the registration request was submitted. Such correction considers the eventual incidence of fees and fines on values collected subsequent to the submission of the registration request
    [5].

Submission of documents in offers with bookbuilding and without bookbuilding

39. The offer documents must be presented in the tab of the Electronic Request Form for the Offer named "Document Submission".

40. In offers with bookbuilding, as a mandatory requirement for submission of the registration request, the Market Notice, the Preliminary Prospectus, and the Sheet (for offers where such documents are required), as well as other documents required according to the type of offer, must be submitted through the SRE System. The three aforementioned documents will be automatically made available on the CVM website to the public, once the request is submitted.

41. On the other hand, the documents named Announcement of Start of Distribution and Definitive Prospectus (the latter when applicable to the offer), in the case of offers with bookbuilding, should only be included in the SRE System after obtaining the offer registration, on the date of the effective start of distribution (which has a deadline of up to 2 business days after the granting of registration in accordance with RCVM 160) and are then automatically made available on the Autarchy's page to the public. For this purpose, the Lead Coordinator must, in addition to selecting the corresponding file, mark the "Send" checkbox in the dialog box and then on the "Send documents" button, as per prints below (this procedure is only necessary for documents that are inserted into the SRE System - CVM subsequent to obtaining the offer registration).

42. In the cases of offers without bookbuilding, the documents "Draft Definitive Prospectus" and "Draft Sheet" have been parameterized in the System, documents that serve to meet the requirement of document presentation, provided for in RCVM 160 for the purpose of obtaining automatic registration, but which will not be visible to the public on the CVM page. Therefore, such documents will be required (in the case of offers where the Definitive Prospectus and the Sheet are mandatory) for obtaining the distribution registration, together with other required documents, according to the type of offer. It is worth highlighting that the documents "Draft Definitive Prospectus" and "Draft Sheet" must strictly correspond to their respective documents except for the fact that the "Draft Definitive Prospectus" will not contain the registration number.

43. On the date of the start of distribution (which has a maximum deadline of 90 business days after the granting of the offer registration, in accordance with RCVM 160), the Lead Coordinator must make available in the SRE System - CVM the documents Announcement of Start of Distribution, Definitive Prospectus, and Sheet (when the latter are applicable to the offer), which will give publicity to such documents on the Autarchy's page. At this moment, the same procedure described in paragraph 22 above must be followed.

II. Support for the New SRE System

49. We inform that an email box exclusively dedicated to receiving inquiries regarding the SRE - Offer Registration System has been created: 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,

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

ANNEXES:
Annex 1 - Relationship Matrix available in the SRE System - CVM (Request x Security - VM)
___________________________________________________________ [1] It is worth highlighting that the current single and indivisible lot offers now integrate art. 8 of RCVM 160, and with the revocation of CVM Instruction No. 400/03 ("ICVM 400") it will no longer be necessary to notify the CVM of the closure of these offers. [confirm] [2] Art. 21. The distribution of quotas of a closed-end fund intended for the general public must be preceded by registration of a public distribution offer in accordance with the specific Instruction that regulates public offers. Art. 22. The registration of distribution of quotas of a closed-end fund intended exclusively for qualified investors is automatically granted with the submission of the following documents and information through the Document Submission System available on the CVM's website on the worldwide web: [...] [3] Provided that they are shares or units of an open company, information that will be identified in a field to be filled in the Electronic Form. [4] We inform that the relationships for BDR offers that follow the automatic procedure have not yet been made available by the SRE. In case of need, the applicant must contact the SRE by e-mail (sre@cvm.gov.br or ger2@cvm.gov.br) clarifying the specific need (type of BDR, target audience, etc.) for the creation of the aforementioned Relationship. [5] We remind you that the CVM maintains on its internet page a functionality for calculating any fines and interest applicable to the inspection fee collected late. The calculation of these additions can be made with the help of the "charge calculation tool" available at https://cvmweb.cvm.gov.br /SAR/FormCalcEncarg.aspx (enter the site www.gov.br/cvm, open the menu next to "Securities and Exchange Commission of Brazil" and choose "Content Centers" and then "CVM Systems Center". On the next screen select "Inspection Fee and Fines" in the menu to the left and then select "Calculation Tool" to the right).

Document electronically signed by Elaine Moreira Martins de La Rocque, Substitute Superintendent of Registration, on 12/30/2022, at 21:08, 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://super.cvm.gov.br/conferir_autenticidade, by informing the verification code 1679743 and the CRC code 37B90FB9.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1679743 and the "CRC Code" 37B90FB9.
Reference: Process No. 19957.010621/2021-63 SEI Document No. 1679743 Circular Letter 3 (1679743) SEI 19957.010621/2021-63 / pg. 5