Circular Letter CVM/SRE 05/25

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, 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. 5/2025-CVM/SRE Rio de Janeiro, November 12, 2025. Subject: Guidelines on procedures to be observed by intermediary institutions in ordinary registration requests for public distribution offers of securities - CVM Resolution No. 160/2022.

Dear Director,

1. This Circular Letter aims to reinforce certain guidelines already provided to intermediary institutions regarding the use of the SRE System in the context of ordinary registration requests for public distribution offers of securities, as provided for in CVM Resolution No. 160/2022 (“RCVM 160”), as previously stated in Circular Letter No. 2/2025-CVM/SRE. In this regard, we emphasize that it is extremely important to read this previous document so that the clarifications are properly understood, avoiding errors and rework in the use of the SRE System.

I. Submission of documents and procedural phases

2. Initially, we transcribe below an excerpt from the aforementioned Circular Letter, relevant for the clarification now provided:

IV. Dynamics and rules for submitting documents in the Electronic Offer Request Form

It is important that users of the SRE System, i.e., the participant acting as the Lead Coordinator of the public offer, have broad knowledge of the rules and logic of the said system regarding the submission of documents through the Electronic Offer Request Form, in the "Document Submission" tab.

[...]

Regarding the functioning of the "Document Submission" tab, there are the "Save" and "Submit documents" buttons in the said tab, in addition to the “Submit request” button, regarding which it must be clear to the Coordinators their respective functions.

Thus, the "Save" button serves exclusively to "attach" a document to the Electronic Offer Request Form. Therefore, when using this button/function, the only effect is the upload to the SRE System database, which may be useful during the document preparation phase for subsequent presentation to the CVM.

However, for procedural instruction as well as for publication on the CVM page, if applicable, at a time when there is no change in the analysis phase of the registration request, the Lead Coordinator must use the function/button "Submit documents". Through it, the technical area is notified, for all purposes, about the forwarding of the document to the CVM as well as its publication, if due. For example, if it is necessary to publish a Market Notice related to the offer, the Lead Coordinator must insert it into the parametrized document "Market Notice" and immediately use the "Submit documents" button. It is worth noting that this action also saves the document in the SRE System database.

3. As can be inferred from the excerpts above, the "Save" and "Submit documents" buttons do not have the action of moving the request to a procedural phase.

4. In section III. Procedural phases of the ordinary request, it was explained that "Once all information and documents are corrected, submission to the SRE occurs via the action/button in blue color “Submit request” - bottom right corner."

5. Therefore, it remains clear that the submission of the request to the CVM does not occur merely by including documents, even if the "Submit documents" button is used. Thus, for the phase change to occur, and for the counting of deadlines to begin, it is essential that the Lead Coordinator activates the “Submit request” button.

6. Considering that we identified a misunderstanding by the regulated entities regarding the dynamics in question, which is the reason for this clarification, exceptionally we have considered the date of document submission as the benchmark for the start of deadlines for addressing requirements/reiterations. Notwithstanding, after this clarification, we alert that from 5 business days counted from the date of publication of this Circular Letter, deadlines will only be considered upon the submission of the request, as explained above.

7. Another aspect that has not been observed by Lead Coordinators in the preparation of Electronic Offer Request Forms concerns the submission of unsolicited documents. It is extremely important to emphasize that "only the documents parametrized in the Electronic Offer Request Form should be forwarded. In this sense, we highlight that the "Additional Documents" section of the “Document Submission” tab should be used for the submission of advertising materials or other documents, in this case exclusively in the event of guidance in this sense by the SRE. We emphasize that the Electronic Offer Request Form should not be used as a document repository, which may result in storage restrictions and/or system slowness." It is also worth noting that any documents presented in the electronic offer request that are not those required by RCVM 160, in disagreement with the guidance now provided, will not be analyzed by the CVM, a fact that does not remove the existence of any potential flaws in such documents.

II. Types of Request - Offers with and without Preliminary Prospectus

8. In cases of offers that use the type of request “OPD Ord – with preliminary prospectus”, therefore those that have a market phase prior to registration, we have identified some inconsistencies in the selection of options existing in the box called "Investment Intentions Collection", in the "General Characteristics" tab, identified in the screenshot below.

9. It is important to mention that most of the inconsistencies observed were caused by the text of the options available in the said box, which is why we decided to alter the options, as per the screenshot below, so that the functions of each option become clearer:

10. After the alteration, the said box now contains the following options: "No Price or Rate Collection"; "Price Collection"; and "Rate Collection".

11. The option "No Price or Rate Collection" should be used in offers where the "market offer" phase is provided for the purpose of advertising the offer or even for collecting quantity intentions (receiving reservations), without any provision for collecting investment intentions to define a price or rate. It is important to note that in this option, the SRE System does not require the inclusion of final placement data to obtain registration. For registration purposes, the initially informed data are considered. If it is necessary to alter the price or rate in these offers, it is always possible to make such alterations through an offer modification procedure[1].

12. In offers where there is provision for carrying out an investment intentions collection procedure - bookbuilding, whether of price or rate, the options "Price Collection" or "Rate Collection" must be selected, as appropriate. In these last two options, to obtain registration, the Lead Coordinator must inform the final placement data (price or rate and final quantity with allocation of additional and supplementary lots, as appropriate) after the bookbuilding procedure is carried out.

III. SRE System Support

13. We reiterate the guidance that inquiries regarding the SRE System should be directed exclusively to the email suportesistemasre@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,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

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[1] The offer modification procedure is always necessary when the alteration of price, rate, or quantity occurs after the publication of the Market Notice.

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 11/12/2025, at 15:16, 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://sei.cvm.gov.br/conferir_autenticidade, by informing the verification code 2462642 and the CRC code 159BAB0D.
The authenticity of this document can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2462642 and the "CRC Code" 159BAB0D.
Reference: Process No. SRE Circular Letters 2025 SEI Document No. 2462642