Circular Letter CVM/SRE 05/20

SECURITIES COMMISSION OF BRAZIL
Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 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. 5/2020-CVM/SRE Rio de Janeiro, October 9, 2020. Subject: Important guidelines regarding requests for registration of public distribution offerings.

Gentlemen,

1. Due to the large number of registration requests for share offerings, especially IPOs, we would like to reinforce certain requirements provided for in CVM Instruction 400 ("ICVM 400"), as well as good practices that should be adopted in the conduct of the process with the SRE, in order to contribute to the registration analysis process being conducted in the best way:

a. Corporate acts: we emphasize that the corporate acts that approved the public distribution of the securities subject to the offering must be sent to the CVM after due formalization, which means they must have been published and filed with the competent commercial registry. Therefore, drafts and acts not formalized in accordance with applicable legislation will not be accepted. We remind you that such acts, in fact, authorize the submission of the registration request to the CVM, a fact that accentuates the relevance of the guidance provided herein. It is worth noting the exception for registration requests submitted under reserved treatment, in accordance with CVM Deliberation No. 809/19, regarding which the publication and submission to the commercial registry of the minutes deliberating on the offering will occur once the analysis of the offering loses the character of reserved treatment1.

b. Voluntary amendments: ideally, voluntary amendments should be implemented in exceptional cases, due to the occurrence of unforeseeable events at the time of submission of the registration request, in order to avoid additional requirements, at the time of the notice of curable defects, which may lead to the characterization of a modification of the offering, in accordance with art. 25 of ICVM 400, as well as the use of the option provided for in §5 of art. 9 of ICVM 400.

c. Use of alternative phrasings: the use of alternative phrasings (between brackets or similar), including often contradictory ones, does not allow for adequate analysis of the information and may also result in additional requirements at the time of the notice of curable defects, which may culminate in the characterization of a modification of the offering (art. 25 cited above). Thus, we request that you do not use this form of language in documents.

d. Time for protocol of documents: considering that, for the purpose of starting the count of the deadline on the same day, the protocol has a cutoff time of 18:00 in accordance with item 2 of Circular Letter No. 1/2020-CVM/SRE, we ask for attention to ensure there is sufficient time to prepare and upload the complete documentation in the system within the stated deadline.

e. Email notice regarding the protocol of documents: as stated in the notices of requirements and curable defects, we reiterate the request that the protocol of documents in compliance with such requirements be informed via the emails indicated in the notices as soon as they are carried out, in order to provide additional security in terms of the procedure for verifying compliance with the requirements.

f. Naming of filed documents: we request that filed documents be named in a way that facilitates the identification of their content. We remind you that in accordance with the guidance contained in Circular Letter No. 1/2020-CVM/SRE: "The names of the files sent electronically must necessarily contain the number of the attachment that appears in the petition and the name of the attachment, not exceeding 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.)". That is, the naming of the files should avoid merely replicating the numerical identification pointed out in the petition.

1 We understand that, as a general rule, the provisions of § 4 of art. 124 of Law No. 6.404/76 (§ 4 Regardless of the formalities provided for in this article, the general assembly shall be considered regular at which all shareholders attend) will apply to the convening of general assemblies of issuers in the IPO process.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 10/09/2020, at 13:30, based on art. 6, § 1, 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 informing the verifier code 1106472 and the CRC code 5DEFEC69. This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 1106472 and the "Código CRC" 5DEFEC69. Reference: Process No. 0 SRE Circular Letters 2020 SEI Document No. 1106472