Circular Letter CVM/SRE 04/24 — CVM — BR

SECURITIES COMMISSION
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. 4/2024/CVM/SRE Rio de Janeiro, November 13, 2024. Subject: Restricted Efforts System (SER) - discontinuation of receipt of closing forms until 24/1/2025.

Dear Director,

With the entry into force of CVM Resolution No. 160/2022, on 2/1/2023, and the consequent revocation of CVM Instruction No. 476/2009 on the same date, restricted effort offers initiated until 30/12/2022 became subject to the transitional rule provided for in art. 100 of CVM Resolution No. 160/2022.

Art. 100. This Resolution enters into force on January 2, 2023, observed, with respect to the revocations referred to in arts. 98 and 99, the provisions of the sole paragraph of this article.

Sole paragraph. Offers in progress on the date of entry into force of this resolution shall be governed, including with regard to restrictions on trading in the secondary market of the offered securities, by the regulations in force:
I – on the date of filing the registration request; or II – on the date when the start of the offer is informed, in the case of offers exempt from registration. (we emphasize)

Taking into consideration that restricted effort offers in progress (initiated until 30/12/2022) are governed by the revoked CVM Instruction No. 476/2009 and that the maximum period for subscription or acquisition of the securities offered in these offers is 24 (twenty-four) months, we alert that all public offers with restricted efforts in progress must be closed necessarily by 31/12/2024, in accordance with art. 8º-A of the aforementioned Instruction:

Art. 8º-A The subscription or acquisition of the securities offered in the distribution offer must be carried out within a maximum period of 24 (twenty-four) months, counted from the date of start of the offer, as defined in art. 7º-A.

In this sense, and considering the period of up to 5 (five) days for sending closing notices, we inform that closing notices must be sent by the Restricted Efforts System (SER) until 7/1/2025. However, the SER will remain available for receiving closing forms until 24/1/2025, given possible difficulties that may be encountered in sending these forms and that require prior intervention by our support team. After 24/01/2025, it will no longer be possible to send closing notices.
We advise intermediaries of public offers with restricted efforts in progress to organize themselves so as not to exceed the deadlines established in the preceding paragraphs.
We also alert that the maximum subscription period provided for in art. 8º-A must be met in any situation, so that only offers that have not yet reached the maximum period of 24 (twenty-four) months should appear in the SER as offers in progress.
It is important to note that offers in which funds were raised without the proper formalization of closure within the maximum period of 24 (twenty-four) months are considered irregular offers, including from the perspective of inspection fee collection, and it is the responsibility of intermediaries to prevent such offers from reaching this situation, without prejudice to the assessment of liability for non-compliance with the distribution deadline provided for in art. 8º-A and the closing communication deadline provided for in art. 8º, both of CVM Instruction No. 476/2009.
In case of any difficulty in sending the closing forms or if any adjustment to the restricted effort offers is necessary by the CVM, we request that you contact: sre-suporte476@cvm.gov.br.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 13/11/2024, at 10:29, based on art. 6º 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, providing the verification code 2190952 and the CRC Code EEC4B791. This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2190952 and the "CRC Code" EEC4B791. Reference: Process No. SRE Circular Letters 2024 SEI Document No. 2190952