COMISSÃO DE VALORES MOBILIÁRIOS

SUPERINTENDÊNCIA DE REGISTRO DE VALORES MOBILIÁRIOS

Circular Letter No. 1/2021-CVM/SRE

Rio de Janeiro, March 1, 2021

SUBJECT: General guidelines on procedures to be observed by issuers/offerors and intermediaries in public offerings of securities.

Dear Director,

This Circular Letter aims primarily to guide issuers/offerors of securities and intermediary institutions on how to better comply with the regulations governing public offerings of securities. Guidelines are also presented regarding the interpretation and understanding of certain normative provisions and, consequently, their application, as adopted by the Registration Superintendency of Securities - SRE.
Observance of the recommendations listed below will contribute to minimizing possible deviations and, consequently, to reducing the need for the formulation of demands by the SRE, as well as allowing the activities of market participants to be carried out efficiently and swiftly, in favor of investor protection and market integrity.
This instrument consolidates the Circular Letters previously issued by the SRE, without, however, dispensing with the reading of applicable norms, and updates to corporate legislation and capital markets legislation and CVM regulation must also be observed, especially those occurring after this date. The new guidelines contained herein are highlighted in yellow.
Finally, this Circular Letter does not seek to exhaust all subjects related to the activity of the SRE. Any complements and adjustments will be incorporated into future versions of this Circular Letter, to be issued in the coming years.

Sincerely,

(signed originally)
LUIS MIGUEL R. SONO
Superintendent of Registration of Securities

Circular Letter No. 1/2021-CVM/SRE

THE REGISTRATION SUPERINTENDENCY OF SECURITIES ................................................................... 6
1.1. Communication with the SRE.................................................................................................... 6
1.2. Calculation of deadlines ............................................................................................................ 9
1.3. Inquiries from regulated entities (issuers, offerors, and intermediaries) ........................................10
1.4. Requests for meetings with individuals............................................................................11
1.5. Requests for viewing and copies of administrative files .......................................................11
1.6. Request for access to information ...........................................................................................13
1.7. Request for confidentiality...............................................................................................14
1.8. Appeals against decisions or statements of understanding by the SRE................................15
1.9. Anonymous Denunciation...............................................................................................................16
1.10. Digital Signature.......................................................................................................16
PUBLIC OFFERS FOR DISTRIBUTION...................................................................17
2.1. General Rites and Procedures.............................................................................................17
2.1.1. Best practices to be adopted in the registration process with the SRE.....17
2.1.2. Analysis deadlines in the event of conversion from automatic to ordinary procedure .....18
2.1.3. Simplified procedure for registration of public offers – Agreement...................20
2.1.4. Registration requests for offers of shares under reservation .............................21
2.1.5. Inspection fees for registration of public offers.................................................23
2.1.6. Waivers of registration requirements for public offers.............................................23
2.1.7. Flexibility of the prohibition period for registration of public distribution offers.25
2.1.8. Duty to verify the investor profile...............................................................26
2.1.9. Distribution offer carried out abroad................................................................27
2.1.10. Fixation of non-institutional portions in public distribution offers ................28
2.1.11. Period of silence – Art. 48, item IV of CVM Instruction No. 400/2003....................31
2.1.12. Suspension of public offers of distribution of securities .................................31
2.1.13. Inclusion, after distribution registration, of intermediary institutions in offers under the procedure of CVM Instruction No. 400/2003 ....................................................................32
2.1.14. Dynamics related to voluntary modification of registered distribution offers32
2.1.15. Interpretation of allocation conducted by the entity administering an organized stock and over-the-counter exchange, vis à vis art. 54 of CVM Instruction No. 400/2003...................................................34
2.1.16. Guidelines for the Preparation of the Prospectus and other Public Distribution Offer Documents................................................................................................................................34
2.1.17. Advertising Material ...................................................................................................53
2.1.18. Recommendations for the preparation of advertising material ........................................53
2.2. Stocks and Debentures............................................................................................................59
2.2.1. Fixation of stock price in IPO below the disclosed range ..................................59
2.3. Investment Funds......................................................................................................60
2.3.1. Private distribution of closed-end investment fund shares ............................60
2.3.2. Allocation of resources from Structured Fund share offers in situations of conflict of interest....................................................................................................................60
2.3.3. Possibility of a distribution period of up to 2 years in open FIDC offers ......63
2.3.4. Portfolio manager acting with distributor...................................................64
2.3.5. Waiver of the requirement provided for in art. 55 of CVM Instruction 400 in Infrastructure FIP offers that include Closed Complementary Pension Entities (EFPC) and/or Own Social Security Regimes (RPPS) in its target audience...................................................65
2.4. Securitization ......................................................................................................................66
2.4.1. CRI and CRA backed by credits considered real estate or credit rights considered agribusiness by destination ............................................................................66
2.4.2. CRAs with dispersed backing .....................................................................................71
2.4.3. Possibility of issuing CRI with backing in credits guaranteed by fiduciary alienation of real estate property............................................................................................................72
2.4.4. Transfer to the Securitizer of the credits that will make up the backing in CRI and CRA operations 73
2.5. Other Securities......................................................................................................................74
2.5.1. Certificates of Investment for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematographic works (“CAV”).........................................74
2.5.2. Discontinuation of BDR program.......................................................................74
2.6. Crowdfunding ....................................................................................................................75
2.6.1. Distribution offers carried out through Crowdfunding ...................................75
2.7. Recommendations to intermediaries and offerors/issuers in conducting public distribution offers of securities.............................................................................................77
2.7.1. Recommended procedures regarding the issuance and distribution of public offering of securities. ....................................................................................................................77
PUBLIC ACQUISITION OFFER - OPA ..................................................................79
3.1. Cancellation of issuer registration – OPA......................................................................79
3.2. Request for OPA registration .................................................................................................80
3.3. Update of Valuation Report in OPA.....................................................................81
3.4. Interpretation of article 37, §1º of CVM Instruction No. 361/2002 .........................................82
SUPERVISION AND ENFORCEMENT..................................................................................82
4.1. Risk-Based Supervision Plan – SBR ..........................................................................82
4.2. Sanctioning Processes....................................................................................................83
4.2.1. Term of Commitment .............................................................................................83
4.2.2. Administrative Agreement in Supervision Process ...................................................85
PARTICIPANTS IN THE SECURITIES MARKET..............................85
5.1. Trustee Agent ...............................................................................................................85
GENERAL SUBJECTS INVOLVING THE COMPETENCE OF THE SRE........................87
6.1. Virtual assets and public offers - ICO..............................................................................87
6.2. Guidelines related to distribution offers carried out under restricted efforts - CVM Instruction No. 476/2009 ......................................................................................................................88
6.2.1. General guidelines ......................................................................................................88
6.2.2. System for receiving information from Offers with Restricted Efforts and Waivers of art. 5º of CVM Instruction No. 400/2003........................................................................................89
6.2.3. Interpretation of art. 9º (period of 4 months between offers with restricted efforts)......91
6.2.4. “Offer Data” Table of Partial and Closing Distribution Forms91
6.2.5. Treatment given to shareholders of funds that do not qualify as professional investors in public offers with restricted efforts............................................................92

1. THE REGISTRATION SUPERINTENDENCY OF SECURITIES

1.1. Communication with the SRE

Customer service activities directed at offerors and intermediaries are divided within the SRE between the Registration Management Offices (GER-1 and GER-2), according to the securities issued, as per the table below:

Securities (offers)	Management Offices
Stocks	GER-2
Sponsored and Non-Sponsored BDR - Levels 1, 2, and 3	GER-2
DR Program - Levels 1, 2, and 3	GER-2
Subscription Bonuses	GER-2
Bank Credit Notes - CCB	GER-2
Audiovisual Certificates - CAV	GER-2
Certificates of Deposit of Securities ("units")	GER-2
Certificates of Structured Operations - COE	GER-2
Certificate of Additional Construction Potential – CEPAC	GER-2
Certificates of Agribusiness Receivables - CRA	GER-1
Real Estate Receivables Certificates - CRI	GER-1
Collective Investment Contract - CIC	GER-2
Debentures	GER-2
National Cinematography Industry Financing Fund - Funcine	GER-2
Investment Fund in Credit Rights - FIDC	GER-1
Non-Standardized Investment Fund in Credit Rights - FIDC NP	GER-1
Investment Fund in Participations - FIP	GER-1
Real Estate Investment Fund - FII – ordinary procedure	GER-1
Real Estate Investment Fund - FII – automatic procedure	GER-2
Financial Notes	GER-2
Promissory Notes	GER-2
Public Acquisition Offers of Shares – OPA	GER-1
Securities subject to Crowdfunding	GER-3
Other Securities	GER-2

Enforcement activities are conducted by the respective registration management offices (GER-1 and GER-2) once potential irregularities are verified in cases related to registered offers, and also through more comprehensive supervision actions, including waived offers and review of complaints and denunciations, activities performed by GER-3.

All documents to be sent to the SRE (including, for example, requests for registration of offers and OPAs, responses to letters, inquiries, etc.) must be sent electronically.

To this end, the regulated entity can choose between two paths: i. via the CVM digital protocol (recommended); or ii. via physical protocol at the CVM offices.

On 01/07/2019, the new model of digital protocol for documents presented to the CVM came into operation, through which these are forwarded directly to the area of interest. The "Digital Protocol" tool is a new functionality inserted in the context of the "Digital Citizenship Platform" and conferred greater agility and efficiency to the act of filing documents with the Agency. For example, while the limit for sending through the previous functionality, "Document Protocol" in the "Citizen Service" section on the CVM page, was 10 documents and 15 MB total per protocol, the "Digital Protocol" accommodates the receipt of files with a size of up to 50 MB.

Initially, a brief registration on the Services Portal must be carried out, which can be accessed via the address www.servicos.gov.br. On the next page, in the search field, type "Protocol CVM". After that, an electronic form must be filled out, files attached, and sent.

For more information about the use of the system, we suggest consulting the information provided at the address https://www.gov.br/cvm/pt-br/canais_atendimento/protocolo-digital including viewing the explanatory video made available. In case of other doubts regarding the use of the new functionality, the Information Management Division ("DINF") should be contacted via the electronic address dinf@cvm.gov.br.

Through the CVM website (Main Menu > "Service Channels" > "Digital Protocol"), the petition presented must list in sequential order all attachments or documents referenced therein. In the names of the files sent electronically, the number of the attachment appearing in the petition and the name of the attachment must appear obligatorily, not exceeding 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.). Documents must be saved in PDF (Portable Document Format) non-editable format, in one file for each document or attachment. Documents produced by the petitioner themselves must be sent in searchable PDF.

In the case of physical protocol, the petition must be accompanied by non-rewritable media (CD or DVD), which will contain all attachments or documents referenced in the petition (including the petition itself), respecting the guidelines set forth in the paragraphs above. Documents must be saved directly in the root directory of the CD/DVD, without using an archive folder. These attachments should not be sent physically to the CVM.

We ask you to observe the correct addressing in the presentation/filing of the petition, including regarding the management office responsible for the subject within the SRE, as indicated above, in order to allow the best progress of the analysis deadline, which will only begin upon acceptance of the material in the area to which it is destined.

We emphasize that this aspect should be particularly considered if the regulated entity chooses physical protocol. This is because the time elapsed for the documentation to be instructed in electronic processes, a procedure carried out by the area responsible for receiving physical protocols, will not be considered for the purpose of counting the analysis deadline of the documentation by the SRE. Furthermore, we alert that all petitions must present the name, direct phone, and contact email of their responsible parties, in order to facilitate communication and/or sending of Letters.

Additionally, we reiterate the guidelines provided through CIRCULAR LETTER CVM/SEP/SRE 01/18, regarding registration requests for public distribution of securities issued by companies that are in the process of initial registration analysis, in the sense that those requests as well as the documents instructing them should also be presented through the Empresas.NET System. We emphasize that presentation through the Empresas.NET System will not be considered for the purpose of filing the distribution registration request with the SRE, therefore not triggering the start of the analysis deadlines.

Letters from the SRE, in response to requests and inquiries, will be sent to the email address recorded in the CVM registration of the regulated entity or to the email specifically indicated in the initial request for receiving answers.

The rules set forth above do not replace the guidelines provided in the case of sending documents and petitions in a confidential or reserved manner (for example, art. 9º-A, sole paragraph, of CVM Instruction No. 361/2002; art. 57 of CVM Instruction No. 400/2003; CVM Deliberation No. 809/2019), which must continue to observe existing guidelines (see also items 1.7 "Request for confidentiality" and 2.1.4 "Registration requests for offers of shares under reservation" of this Circular Letter).

In complement to what is provided in § 3º of art. 9º of CVM Instruction No. 400/2003, we inform that documents filed at the CVM must contain alteration marks that distinguish themselves by their different reasons: (i) compliance with formulated demands; and (ii) eventual voluntary alterations made. Furthermore, we stress that the letter outlining the response to demands must indicate the page numbers of the documents where said alterations were made. Regarding voluntary modifications, a comparative table containing the original and altered text, as well as the reason for the modification, must still be sent.

1.2. Calculation of deadlines

In the calculation of deadlines, the rule established by art. 66 of Law No. 9.784/1999, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in said processes occurs similarly to that established by article 224, caput and §1º, of Law No. 13.105/2015.

Thus, in calculating the deadline, the day of commencement must be excluded and the day of expiration included.

In the event that the day of commencement or expiration falls on a day when the CVM headquarters (Rio de Janeiro) is not in session, such as Sundays and national or municipal holidays, the term is extended to the first following business day.

Additionally, as determined by article 23 of Law No. 9.784/1999, acts of the process must take place on business days, during normal business hours of the agency in which the process will proceed.

Thus, on dates when the CVM headquarters' schedule is partial, ending before normal hours, deadlines will be extended until the next business day.

On the other hand, when the CVM headquarters operates in partial period and the session ends at the normal hour, in accordance with the provision of art. 66, §1º, of Law No. 9.784/1999, this day will be considered in the deadline in progress.

It should be noted that the filing of documentation directed to the SRE or its respective Management Offices in a city other than its location, although admissible, does not influence the counting of the deadline, which will continue to be governed by the location of the CVM headquarters (Rio de Janeiro).

Specifically regarding requests for registration of distribution offers, except for stock offers, notably regarding the analysis deadline of demands formulated by the SRE at the time of adapting curable defects, we clarify that the period referred to in §2º of art. 16 of CVM Instruction No. 400/2003 will begin after the sending of the last documentation filed within the deadline for compliance referred to in §1º of said article. The caveat made to stock offers arises from the fact that, in this case, some documents are only produced and/or signed upon conclusion of the bookbuilding procedure, such as distribution contracts and adherence terms, as well as corporate acts approving the issue price. Furthermore, due to the flow of...

process of admission to trading within B3, it is customary that the declaration regarding the approval for trading of shares in that market is only available on a date close to the end of the SRE's analysis period. Thus, specifically regarding the cited documents or others that justifiably find themselves in the same situation regarding their preparation, such documents are accepted without restarting the count of the analysis period for curable flaws.

Documents sent to the SRE (initial protocol or response to requirements/reiteration of requirements) will be considered as filed on the day if they are received by the Digital Protocol – completed protocol – by 11:59 PM, noting that in the case of a Joint Letter from SRE/SEP, the date of response is unique for the requirements of both superintendencies. We would like to highlight that the reception date will not be considered as completed by 11:59 PM if: (i) the protocol is not fully completed by the referenced time, regardless of the document not being received within the deadline, and (ii) in the case of a Joint Letter, the documents are received in any of the superintendencies after 11:59 PM. We note that this understanding takes effect from the date of publication of this circular letter on the CVM website.

1.3. Inquiries from regulated entities (issuers, offerors, and intermediaries)
Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6,385/1976 and 6,404/1976, must be submitted in writing, via protocol, as guided in item 1.1, by participants or their duly designated representative (accompanied by their respective powers of attorney) to the SRE, with the identification of the regulated entity.

The formulation of the inquiry must be clear regarding its object, avoiding generic forms and theoretical inquiries, guiding that all elements and arguments deemed important for the conclusive manifestation of the CVM be presented.

It is worth highlighting that the presentation of an inquiry by the regulated entity does not exempt it from complying, within the due deadlines, with legal and regulatory obligations, even if they are the object of the formulated inquiry.

In the case of simple inquiries, which do not require in-depth analysis by the SRE, we recommend that their submission be made via the email sreconsultas@cvm.gov.br.
If the topic involves doubts and questions related to offerings with restricted efforts and communications related to such offerings, the response will be provided via the email sre-suporte476@cvm.gov.br.

Inquiries and complaints from investors and the general public, who are not directly regulated by the SRE, must be submitted to the Superintendency of Investor Protection and Guidance - SOI via the CVM website (through the Citizen Service – SAC, which can be accessed at the following address https://cvmweb.cvm.gov.br/swb/default.asp?sg_sistema=sac.

1.4. Requests for audiences with private parties
Requests to schedule meetings with organizational components of the CVM must be submitted electronically, through the CVM website, in the "Citizen Service" area, selecting, for this purpose, the option "Audiences with Private Parties".
The regulated entity is advised to fill out the object of the audience as completely and in as much detail as possible, and to inform, in the "Subject" field, whenever possible and if applicable, the number of the Letter, Process, or other CVM act to which the topic of the audience refers. In this request, the clear specification of the subject to be discussed must be included. It is also recommended that the regulated entity contact the SRE by phone before scheduling the private audience in the system, to verify agenda availability.

The confirmation of the scheduling is a prior condition for the realization of the audience. Meetings and audiences that have not been previously scheduled in the system will not be held.

1.5. Requests for viewing and copies of administrative processes
In accordance with paragraph 2 of Article 8 of Law No. 6,385/76, all documents and records of administrative processes that are ongoing or archived at the CVM are public, except those whose confidentiality is essential for the defense of intimacy or social interest, or whose confidentiality is ensured by express legal provision.

One must also consider Article 46 of Law No. 9,784/1999 – which regulates the administrative process within the Federal Public Administration – which guarantees interested parties the right to view the process and to obtain certificates or reprographic copies of the data and documents that comprise it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

In the case of an administrative process to investigate illegal acts and unfair practices that is preceded by an investigative stage, the necessary confidentiality for the elucidation of facts or required by public interest will be ensured, as provided in paragraph 2 of Article 9 of Law No. 6,385/1976.

In 2005, the Autarchy regulated, through CVM Resolution No. 481/2005, the granting of viewing of records of administrative processes of any nature initiated within the scope of the CVM.

Requests for viewing processes that are ongoing in this Autarchy must be submitted by presenting a signed request, specifying that it concerns the granting of viewing and/or copies, with the qualification of the signatories and, in the case of their representatives, accompanied by their respective powers of attorney.

In accordance with paragraph 1 of Article 3 of CVM Resolution No. 481/2005, the request must specify the requester's interest in obtaining access to the records, except if it is an accused in a sanctioning administrative process, in which case the granting of viewing will always be ensured.

The granting depends on authorization from the head of the Superintendency responsible for conducting the administrative process or the Rapporteur, in case there is a pending appeal or decision by the Collegiate Body, with the postponement of the granting of viewing permitted in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the process.

Furthermore, processes initiated to verify possible occurrences of violations of legal or regulatory norms whose supervision is incumbent upon the CVM will be conducted under confidentiality, except in cases where the requester has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of viewing will be considered mandatory.

It is worth noting that the confidentiality of the process may be lifted by a decision of the Superintendent, when he deems it unnecessary for the elucidation of facts and there are no data or information in the records protected by confidentiality ensured by express legal provision or for the defense of intimacy or social interest.

As stated in paragraph 2 of Article 5 of CVM Resolution No. 481/2005, the provisions in the two paragraphs above, regarding processes for the investigation of irregularities, apply to complaints filed by investors and any other market participants, including regarding viewing requests filed by them.

In sanctioning administrative processes, the granting of viewing to the accused will be admitted via a request addressed: (i) to the Process Control Coordination – CCP, in processes governed by CMN Resolution No. 454/1977; or (ii) to the Superintendency that initiated the process, until the eventual filing of an appeal to the Collegiate Body, in processes governed by CMN Resolution No. 1,657/1989, or to the CCP, after the eventual filing of appeals to the Collegiate Body.

In these processes, the Rapporteur will analyze the confidentiality of the information contained in the records to grant viewing requested by third parties, in accordance with Art. 48 of CVM Instruction No. 607/2019, and the Rapporteur may return the process to the originating superintendency for the analysis of the confidentiality of documents or information considered confidential, not available to third parties, attached until the distribution of the process.

Requests for viewing will be analyzed on a case-by-case basis, and in the event of denial of the request, the requesters may appeal to the CVM Collegiate Body, in accordance with CVM Resolution No. 463/2003.

According to Article 3, paragraph 3, of CVM Resolution No. 481/2005, if the denial decision is issued by the Rapporteur, an appeal against the decision may be filed with the Collegiate Body within 5 (five) days, from the date the interested party is notified.

For granted requests, the processes will be made available at the Inquiry Center – SOI/GOI of this Autarchy, with the indication of the availability period via letter or email in response to the request.

Without prejudice to the above, requests for access to information may also be made based on the "Access to Information Law" (see following section).

1.6. Request for access to information
In view of the establishment of Law No. 12,527/2011 ("Access to Information Law" or "LAI"), regulated by Decree No. 7,724/2012, the CVM issued CVM Resolution No. 710/2013, which establishes the procedures for access to information provided for in the aforementioned Law.

In accordance with Article 2 of the aforementioned Resolution, the request for access to information must be made electronically on the CVM website on the world wide web, or physically, at the Citizen Information Service – SIC of the CVM, by filling out a Standard Form.

In the case of partial or total denial of access to information or failure to provide the reasons for the denial of access, the requester may file an appeal, within ten days, from the notification of the decision, to the General Superintendent. If such appeal is denied, the requester may file an appeal within ten days, from the notification of the decision, to the President of the CVM (Article 3 of CVM Resolution No. 710/2013).

As provided in Article 4 of the aforementioned Resolution, in the case of omission of response to the request for access to information, the requester may file a complaint, within ten days, to the General Superintendent. The deadline to file a complaint begins thirty days after the submission of the request for access to information.

Finally, if the appeals provided above are denied or the complaint mentioned in the previous paragraph is unfruitful, the requester may file an appeal within ten days, from the notification of the decision, to the Comptroller General of the Union.

It is important to note that based on Art. 13 of Decree No. 7,724/2012 transcribed below, the LAI does not impose the obligation to consolidate or interpret data that are in the possession of the Autarchy, in the event of a request for information on these.

Art. 13. Requests for access to information will not be granted:
I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation, or consolidation of data and information, or service of production or data treatment that is not within the competence of the agency or entity.
Sole paragraph. In the case of item III of the caput, the agency or entity should, if it has knowledge, indicate the location where the information from which the requester can perform the interpretation, consolidation, or data treatment is located.

1.7. Request for confidentiality
In accordance with §2 of Article 39 of CVM Instruction No. 400/2003 and item VI of Art. 10 of CVM Instruction No. 361/2002, the SRE may request the submission of additional information and documents beyond those required by these Instructions. It may also request, from the offeror and/or the lead institution, clarifications on information and documents submitted, granting them a deadline to respond to the request. Such information and documents will be considered public by the SRE.

As provided in Article 9-A of CVM Instruction No. 361/2002, and in other CVM regulations, exceptional requests for confidential treatment of such information and documents must be accompanied by the presentation of the reasons why the offeror believes that their disclosure to the public would put the issuer's legitimate interest at risk.

Another provision for the confidentiality of documents submitted to the CVM is contained in the terms of Art. 57 of CVM Instruction No. 400/2003, according to which the offeror may request confidential preliminary analysis, regarding offerings made simultaneously in Brazil and abroad, which require registration by a capital market regulatory authority abroad.

The approval of such a request depends, among other things, on the existence of a memorandum of understanding concluded between the CVM and the respective regulatory authority that must grant the registration abroad.

Attached to the request, proof of payment of the supervision fee referred to in Law No. 7,940/1989, in the amount due for the request for definitive registration, must be attached, in cases where it is due.

The offeror must commit to submit to the CVM the request for definitive registration immediately after the preliminary analysis is completed, applying in its analysis the deadlines provided in Arts. 8 and 9 of CVM Instruction No. 400/2003.

Confidential treatment of the preliminary analysis will cease immediately if the operation becomes public in other markets or if there is a leak of information about the offering in the Country.

Procedurally, we refer to CVM Instruction No. 361/2002, the Instruction under the supervision of the SRE that establishes the manner in which documents are sent in confidentiality.

After incorporating a suggestion arising from the strategic project conducted by the CVM that sought to reduce market compliance costs, the Instruction in question began to establish that information subject to a confidentiality request must be sent to the SRE via: I – electronic correspondence addressed to the institutional address of the SRE with the subject "request for confidentiality"; or II – sealed envelope, in which the word "confidential" must appear prominently.

Subsequently, the implementation of the "Digital Protocol" tool within this CVM occurred, as described in item 1.1, through which it is possible to send directly to the destination Organizational Component, so that we understand that this functionality is capable of replacing the digital form, via electronic mail, provided in CVM Instruction No. 361/2002.

1.8. Appeals against decisions or understanding manifestations of the SRE
CVM Resolution No. 463/2003 regulates the procedures regarding appeals against decisions of the CVM Superintendencies.

In accordance with the aforementioned Resolution, the deadline to appeal to the Collegiate Body decisions issued by the CVM Superintendents is 15 (fifteen) business days, from the notification by the interested party. As a rule, it is considered that notification occurs on the date of sending the email communicating the decision. In exceptional situations where communication is made only by physical means (mail), notification occurs on the date of receipt of the correspondence. There is no regulatory provision containing the hypothesis of extension of this appeal deadline.

The Superintendent must, within 15 (fifteen) business days from the receipt of the appeal, reform or maintain the appealed decision and, in the second case, send the process to the Collegiate Body even if he has understood the appeal as untimely or inadmissible.

The appeal will be received with devolutive effect. If there is a justified fear of damage of difficult or uncertain repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, grant suspensive effect to the appeal.

If there is a request for suspensive effect and it is denied, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect.

It is possible to request reconsideration of the Collegiate Body's decision, but only in the case of the existence of omission, obscurity, contradiction, or material or factual error in the decision, thereby excluding the hypothesis of re-discussion of the merits of the decision. The request must be sent to the member of the Collegiate Body who drafted the winning vote in the examination of the appeal, within 15 (fifteen) business days.

With a view to providing greater speed in the dissemination of decisions issued by the body, the dissemination of Collegiate Body Bulletins, containing only the decisions issued, was instituted, and which are made available until the day following the meeting. These bulletins are made available on the CVM website by accessing the "Collegiate Body Decisions" link available in the left menu. We remind you that the formal communication of the Collegiate Body's decision, to be carried out by the technical area to the participant, will take place once the meeting minutes are prepared by the Executive Secretariat of that body, so that the publication of the bulletins does not produce any effects for the purpose of counting deadlines.

Finally, in procedural terms, it is requested that the appeal petition be sent in a PDF file that allows text copying, with a view to optimizing the preparation of the Memorandum for appreciation by the Collegiate Body.

1.9. Anonymous Tip
There is an exclusive page on the CVM website with information for sending anonymous tips; to obtain more information, consult the link https://www.gov.br/cvm/ptbr/canais_atendimento/delacao-anonima.

1.10. Digital Signature
Regarding the acceptance by the SRE of electronic signature in documents signed by natural or legal persons or between such persons and presented within the scope of a public distribution offering registration process, we note that as provided in § 1 of Art. 10 of Provisional Measure No. 2,200-2 ("MP 2.200-2"), electronic documents produced using the certification process provided by ICP-Brasil are presumed true for the purposes of opposability of the Civil Code.

Thus, according to the current understanding, for any document signed electronically in this context to be valid before the SRE, it must be generated and signed using a digital certificate provided by a certifying authority that complies with the rules established by ICP-Brasil.

We observe that due to the filing of an appeal against this understanding coupled with the publication of Law No. 14,063/20 and Decree No. 10,543/20, which deal with the use of electronic signatures in interactions with public entities, the matter is being reviewed by the CVM, and any changes regarding the understanding stated here will be duly published.

PUBLIC DISTRIBUTION OFFERINGS
2.1. General Rites and Procedures
2.1.1. Best practices to be adopted in the conduct of the registration process with the SRE
2.1.1.1 Corporate Acts
Requests for registration of public offerings of shares must be accompanied by the corporate acts that effectively deliberated on the approval of the public distribution, duly signed, and the presentation of drafts is not permitted.

It is admitted that corporate acts duly formalized in accordance with corporate law may be submitted to the SRE until the publication of the Market Notice, in the case of a deliberative act of the offering, or the Start Announcement, in the case of a deliberative act of the price.

We remind you that proof of protocol submission to the competent commercial registry may be presented, provided it is done within 30 days from the date of the deliberation.

2.1.1.2 Voluntary amendments
Ideally, voluntary amendments should be implemented in exceptional cases, due to unforeseeable events at the time of submission of the registration request, in order to avoid additional requirements, by opportunity of the letter of curable flaws, which may lead to the characterization of a modification of the offering, in accordance with Art. 25 of CVM Instruction No. 400/2003, as well as the use of the faculty provided in §5 of Art. 9 of CVM Instruction No. 400/2003.

2.1.1.3 Use of alternative draftings
The use of alternative draftings (between brackets or similar), often contradictory, does not allow adequate analysis of the information and may result in additional requirements by opportunity of the letter of curable flaws, which may culminate in the characterization of a modification of the offering (Art. 25 cited). Thus, we request that you do not use this form of language in documents.

2.1.1.4 Email notice regarding the protocol of documents
As stated in the letters of requirements and curable flaws, we reiterate the request that the protocol of documents in response to such requirements be informed via the emails indicated in the letters as soon as they are performed, in order to provide additional security in terms of the procedure for verifying compliance with the requirements.

2.1.1.5 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 as stated in Circular Letter No. 1/2020-CVM/SRE: "In the names of files sent electronically, the number of the attachment that appears in the petition and the name of the attachment must be included, and may not exceed 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.)". That is, the naming of the files should avoid replicating only the numerical identification pointed out in the petition.

2.1.2. Analysis deadlines in the event of conversion from automatic to ordinary procedure
Initially, in light of items I and II of Art. 37 of CVM Instruction No. 400/2003, we remind you that the Lead Coordinator, together with the Offeror, is responsible for the correct adaptation of the public distribution offering registration request to the automatic procedure, as provided for in cases of distribution of quotas of Investment Funds in Participations – FIP, Real Estate Investment Funds – FII, and Investment Funds in Credit Rights – FIDC.

In this sense, we alert that the detection of any submission of a registration request for the distribution of quotas of the aforementioned investment funds that does not observe the respective rules for classification in the automatic procedure may, in addition to conversion to the ordinary procedure, be subject to responsibility investigation, without prejudice to the eventual suspension of the offering once the inadequacy of the procedure is identified after the granting of automatic registration, based on item II of Art. 19 of CVM Instruction No. 400/2003.

In the cases of automatic registration of distribution offerings, possible in the case of distribution of quotas of structured funds, if there is a provision for the use of a Preliminary Prospectus, the automatic registration request must be accompanied by the Market Notice

and the Preliminary Prospectus, as disclosed, as well as the draft Notice of Commencement, and the protocol must be filed with the CVM on the date of the Market Notice. Failure to comply with this guidance will result in the automatic conversion of the analysis into the ordinary procedure. If there is no provision for the use of a Preliminary Prospectus, the automatic registration request must be accompanied by the Final Prospectus and the Notice of Commencement, both in draft form.

If automatic registration of the distribution is impossible, the SRE will communicate this situation to the intermediary, once the period provided for granting automatic registration has elapsed, a period governed by the specific Instructions, namely 10 business days for distribution offerings of quotas of Investment Funds in Participations - FIP and Real Estate Investment Funds – FII (respectively CVM Instructions 578/2016 and 472/2008) or 5 business days in the case of distribution of quotas of Credit Rights Investment Fund – FIDC (CVM Instruction No. 356/2001). In the context of this communication letter regarding the impossibility of automatic registration, the requirements will be informed, the deadline for compliance of which will be equivalent to the deadline for automatic registration, 10 or 5 business days as applicable. Compliance with such requirements will be verified by the SRE within the same period, counted from the filing of the response to the requirements.

Having exhausted the steps described in the above paragraph without verifying compliance with the requirements, the automatic procedure will be converted to the ordinary registration procedure, in which case the analysis of the request will be subject to deadlines aligned with those provided in CVM Instruction No. 400/2003.

For registration requests for distribution offerings of quotas of Investment Funds in Participations - FIP and Real Estate Investment Funds – FII, the SRE will notify the intermediary, informing them of the change in the analysis procedure, communicating the requirements, whether those not met or any new requirements. Regarding this communication, a deadline for compliance with requirements of 40 business days (art. 9, §1, of CVM Instruction No. 400/2003) will be granted, counted from the date of sending the SRE letter which initially communicated the impossibility of automatic registration.

The SRE will have 10 business days to analyze this stage of compliance with requirements, after which a deadline for correcting curable defects eventually identified may be granted, which will be 10 business days or the balance of the deadline for compliance with requirements, according to the calculation considered in the previous paragraph, whichever is greater. Finally, the SRE will have a deadline of 10 business days to review this final formulation of requirements for the offering.

In the case of Credit Rights Investment Fund - FIDC, upon conversion from the automatic procedure to the ordinary registration procedure, the request will be subject to the deadlines provided in CVM Instruction No. 400/2003, considering as the starting point for all deadline calculations the date of filing the initial request, still under the automatic procedure.

2.1.3. Simplified procedure for registration of public offerings – Agreement
The simplified registration procedure for distribution of public offerings is regulated by CVM Instruction No. 471/2008.
Based on this instruction, an Agreement was established with the Brazilian Association of Entities of the Financial and Capital Markets - ANBIMA to conduct prior analyses and prepare technical reports regarding requests for registration of public distribution offerings through the simplified procedure, of the following securities:
i. debentures;
ii. promissory notes;
iii. shares of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
iv. subscription warrants of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
v. depositary receipts of shares of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
vi. real estate receivables certificates;
vii. financial letters;
viii. quotas of real estate investment funds;
ix. quotas of investment funds in participations; and
x. quotas of investment funds in credit rights, except those governed by CVM Instruction No. 444/2006 and/or those enjoying the tax treatment provided for in Law No. 12.431/2011.
The adoption of the simplified procedure is an option granted to institutions participating in ANBIMA, which may always opt to use the ordinary procedure directly with the CVM.
In the case of real estate receivables certificates, the approved collateral for analysis within the scope of the Agreement are: Typical lease contracts; Atypical lease contract (Built to suit); Rural or urban lease contract; Real estate purchase and sale contract; Promise of purchase and sale of real estate contracts; Financing contracts; Real Estate CCB or Debenture; and Real right of surface. With the 4th amendment to the Agreement, signed on 02/26/2018, the procedures related to the analysis by ANBIMA of advertising materials to be used in the context of public offerings previously analyzed under the terms of the Agreement were improved.

In this sense, a differentiated analysis procedure by the CVM of the ANBIMA report on such documents was instituted, which also came to contemplate the possibility for the CVM, when determining the approval of advertising material, to request the applicant to comply with certain requirements, allowing the automatic use of the material, without the need for re-examination, once the requirements are met. The full text of the documents representing the Agreement is available on the CVM website (http://conteudo.cvm.gov.br/convenios/index.html). We emphasize that registration requests for distribution offerings of shares submitted to the simplified procedure may also be subject to a reserved analysis request, under the terms of CVM Deliberation No. 809/2019 – see item 2.1.4 – “Registration requests for distribution offerings of shares under reserve”.
2.1.4. Registration requests for distribution offerings of shares under reserve
Moving to the reserved nature of registration requests for public distribution offerings of shares, a possibility introduced by the recently issued CVM Deliberation No. 809/2019, it is important to highlight the following aspects.
With CVM Deliberation No. 809/2019, the CVM began to admit that registration requests for public distribution offerings of shares from issuers already registered or whose registration process is concurrent with the public distribution offering registration, may be submitted with a request for reserved treatment. The reservation of the request may also be requested in the case of share offerings that follow the procedure provided for in CVM Instruction No. 471/2008, which deals with the simplified procedure preceded by prior analysis conducted by self-regulatory entities. The adoption of such a measure, on an experimental basis, provides the CVM with the opportunity to empirically verify its benefits and the most appropriate procedures for its implementation, for purposes of eventual permanent inclusion, in the context of the current regulatory framework revision process for public distribution offerings. In the case of companies in the process of going public, the existence of safeguards aiming to maintain the confidentiality of information about their activities submitted to the CVM within the scope of registration requests for issuer and share offerings may represent an incentive for the submission of such requests, given the uncertainty regarding the success of the fundraising process. As for follow-on offerings, the analysis process under reservation of registration requests for public distribution of shares could reduce the potential for prolonged exposure to market fluctuations that may adversely affect the offering process and harm existing shareholders. It is important to note that in the event that information about the registration request for public distribution, submitted under a reserved character, escapes control, it is the responsibility of the offerer and the lead intermediary to act so that the appropriate communication to the market is promoted, including acting with the registered issuer so that it proceeds with the immediate disclosure of the registration request, observing the provisions of CVM Instruction No. 358/2002, as well as CVM Instruction No. 471/2008, if applicable. In this sense, the offerer and the lead intermediary of the distribution must safeguard themselves with their interlocutors, emphasizing that the intention to carry out a public distribution of shares must be kept confidential until its regular and wide disclosure to the market. Furthermore, in the context of a request submitted under a reserved character, in cases of registration requests for secondary public offerings, it is important to alert that the duty of cooperation of the issuer, stipulated by art. 47 of CVM Instruction No. 400/2003, should be exercised observing the reserved character of the request. In this sense, the lead intermediary as well as the offerer must take the necessary measures to ensure that the issuer, when preparing and providing the information that will support the distribution offering, does so maintaining the reservation
regarding the registration request. Regarding the procedures for submission, under reserve, of registration requests for distribution offerings of shares, under the procedure of CVM Deliberation No. 809/2019, we reiterate the guidelines contained in Circular Letter No. 1/2019/CVM/SRE of February 19, 2019. When submitting the registration request for share offering, through the new “Digital Protocol” tool, an electronic form called “Digital Protocol of Documents” is filled out, with the data of the request object and indication of the filed documents. The reserved character of the request must be signaled at this time, as follows:
“Document Data”: in the field “Identification/Document Number”, after specifying the request for registration of distribution offering or, if applicable, registration of offering concurrent with issuer registration, the applicant must insert the expression “reserved, CVM Deliberation No. 809/2019”.
Without prejudice to the above, the initial petition requesting the analysis of the registration of the public distribution offering must (i) make express mention of the submission of the request under reserve, under the terms of CVM Deliberation No. 809/2019, and (ii) present a declaration from the issuer justifying the confidentiality of the request, including the reasons why the disclosure of the request may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company. It is the sole responsibility of the lead intermediary to identify the reserved character of the request, which will necessarily be granted if the aforementioned procedures are followed. We particularly emphasize that, in the case of a subsequent offering registration request under reserve, the lead intermediary institution must arrange with the issuer that it indicates the period during which the information about the registration request for the public distribution of shares should remain reserved, in the event of withdrawal or denial, as provided by the Deliberation. This applies even if it is a secondary distribution offering.
2.1.5. Supervision fees for registration of public offerings
The supervision fee on the registration of distribution (Table D), based on Law No. 7.940/1989, must be paid prior to filing the registration request.
At the link https://www.gov.br/cvm/pt-br/assuntos/regulados/taxa-de-fiscalizacao information is maintained regarding the supervision and registration fee tables, with Table D to be considered being that informed in the most recent Ministry of Finance ordinance (notably, on the date of issuance of this Circular Letter, Ordinance No. 493 of 11/13/2017). The Union Collection Guide (GRU) for payment of the supervision fee can be generated and printed at https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx. In case of underpayment, the difference must be paid, prior to the granting of the registration, plus fines and interest calculated from the date of filing the registration request. The calculation of charges can be done using the Calculation Tool available on the CVM website. The fee is calculated on the value of the offering registration. The calculation base includes the value of the basic lot and the supplementary lot. A fee must be paid for each registration requested/granted. Concurrent primary and secondary offerings obtain distinct registrations and, therefore, must pay separate fees. Similarly, concurrent offerings of different series of debentures, CRIs, or CRAs, must pay separate fees, insofar as each series is subject to respective registration as they present characteristics own and distinct from the other series subject to the offering. In consequence of such obligation, eventually, in the case of offerings submitted to the bookbuilding procedure, there may be payment of a fee regarding the series for which no demand is verified and which ends up not being issued. In the case of series offered in the “communicating vessels” system, the calculation of fees must be done considering the maximum possible quantity to be registered in each series, including the supplementary lot. If the registration request for a BDR program is concurrent with the registration request for public distribution offering of these BDRs, only the fee for distribution will be required, based on observation No. 3 of Table D: “There will be no overlap or double charging of Supervision Fees”.
2.1.6. Exemptions from registration requirements for public offerings
CVM Instructions No. 400/2003 (distribution offerings) and CVM No. 361/2002 (Tender Offers) provide for the possibility of exemptions from registration requirements, and even from the registration itself, in various ways. These exemptions are granted by the CVM Collegiate Body based on requests from offerers, which are previously analyzed by the SRE. In some cases, the CVM Collegiate Body delegated to the SRE the competence to grant exemptions from registration or requirements, according to the following Deliberations:
CVM Deliberation No. 476/2005 – Exemption from presenting the Preliminary and Final Prospectus on the internet, under specific conditions; of including the name and address of individual offerers in the notices of commencement and conclusion of distribution; and of prohibiting the placement of securities with persons considered linked to the offering with excess demand; CVM Deliberation No. 533/2008 - Exemption from presenting the economic-financial feasibility study. CVM Deliberation No. 751/2016 - Exemption from minimum or maximum limit of shares to be acquired, in a Tender Offer formulated by a controlling shareholder of a company listed in a special trading segment of securities. CVM Deliberation No. 756/2016 - Exemption from procedures and formalities to be followed in public offerings of acquisition of shares covered by the caput of art. 34 of CVM Instruction No. 361/2002 (adoption of differentiated procedure), as well as to authorize the formulation of a single public offering of acquisition of shares, aiming at more than one of the purposes provided for in the same Instruction (unification of TOB). CVM Deliberation No. 772/2017 - Exemption from the requirements provided for in items I and II of art. 6 of CVM Instruction No. 414/2004, enabling the placement of CRIs backed by credits considered real estate by their destination to non-qualified investors (see item 2.4.1). CVM Deliberation No. 850/20 - Delegates competence to the Superintendence of Registration of Securities - SRE to review requests for exemption from registration and requirements of public distribution offerings of quotas issued by open FIDC, required under §§ 1 and 2 of art. 21 of CVM Instruction No. 356/01, to be carried out with full observance of the requirements provided by CVM Instruction No. 476/2009. CVM Deliberation No. 860/20 - Delegates competence to the Superintendent of Registration of Securities - SRE to exempt the need to present the subscription bulletin, a document provided for in item 4, Annex II of CVM Instruction No. 400/2003, within the scope of public distribution offerings.

2.1.7. Flexibility of the period prohibiting registration of public distribution offerings
In the scope of the regulatory framework revision process for public distribution offerings, CVM Deliberation 809/2019 was issued, which introduced, provisionally, aspects identified by the market as capable of boosting and accelerating the capital formation process.
The subject matter of such Deliberation was the possibility of submission under a reserved character of registration requests for distribution offerings of shares, already treated in item 2.1.4, as well as the flexibility of the prohibition contained in art. 14, § 4 of CVM Instruction No. 400/2003, according to which the registration of public distribution offering of securities will not be granted during the period starting on the 16th day preceding any disclosure of periodic information of the issuer and ending on the date of its effective disclosure. Thus, on an experimental basis, it began to be allowed that the registration be granted during the so-called “blackout period”. In this context, it is worth noting that CVM Instruction No. 400/2003 governs a series of duties and responsibilities of the offerer, the lead institution, and other intermediaries in public distribution offerings of securities. Such obligations include, among others, ensuring the truthfulness, consistency, quality, and sufficiency of the information provided upon registration and supplied to the market during the distribution, notably with regard to the content of the Prospectus and other information presented for registration purposes. Therefore, it is already the responsibility of the offerer and intermediaries, especially the lead institution, to evaluate whether the offering documents contain the relevant information necessary for investor decision-making. In effect, art. 56 of CVM Instruction No. 400/2003, which deals with the duties to verify the truthfulness, consistency, and sufficiency of the information provided, to which offerers and intermediaries are subject, provides an important safeguard aimed at mitigating potential information asymmetries between those involved in the preparation of the offering, issuer, offerer, and intermediaries, and the external public, the investors. However, it follows from the provisions of art. 14, § 4 of CVM Instruction No. 400/2003, the impossibility of obtaining registration of the offering in the 16 days prior to the disclosure of information, so that the distribution of securities does not occur on the eve of the disclosure of financial information by its issuer. Thus, by lifting this restriction, it is urgent to alert to the applicability of the provisions contained in the aforementioned art. 56, in the sense that the offerer is responsible for the truthfulness, consistency, quality, and sufficiency of the information provided upon registration and supplied to the market during the distribution.

In this sense, the lead intermediary must take all precautions, responding for lack of diligence or omission, to ensure that the offerer observes its duty of responsibility for the information provided and also to guarantee that the information supplied to the market throughout the entire distribution period, including any eventual or periodic information that may integrate the prospectus, are sufficient. Finally, it is also convenient to highlight what art. 41 of CVM Instruction No. 400/2003 provides, in the sense that the identification, after the date of obtaining the registration, of any inaccuracy or significant change in the information contained in the prospectus, notably resulting from informational deficiency or any fact not considered, shall cause the suspension of the distribution by the offerer together with the lead intermediary until the appropriate disclosure to the public of the completion of the prospectus is made. In turn, changes to the prospectus resulting from the update of information must be communicated to the SRE and characterize, according to the sole paragraph of such article, a case of modification of the offering, subject, therefore, to revocation of acceptance by investors.
2.1.8. Duty to verify the investor profile
Under item II, §3 of art. 33 of CVM Instruction No. 400/2003, the distribution plan of public offerings must be prepared with a view to, among other factors, ensuring that intermediary institutions can guarantee the suitability of the investment to the risk profile of their respective clients.
Nevertheless, the SRE understands that the analysis of the investor profile within the scope of a public distribution offering procedure should not be limited to the CVM rules on suitability, but also covers other types of restrictions.
Such interpretation is based on the duty attributed to the lead intermediary of the offering to monitor and control the distribution plan of the securities, according to art. 37, item IX of CVM Instruction No. 400/2003, together with the requirement contained in item 12 of Annex II of the same Instruction, which provides for proof of compliance with legal or regulatory requirements for the distribution of securities, which do not arise from the cited Instruction. Thus, intermediaries, in order to comply with their duties provided for in CVM Instruction No. 400/2003, must diligently verify whether the investors accessed in the public distribution offering can acquire the offered securities or if there are restrictions for such, even if such assessment is the primary competence of the investors themselves. Thus, the intermediary of an offering aimed at, or that may access, a specific “class” or “type” of investor must effectively be aware of and observe the regulation imposed on that class/type of investor, notably with regard to any restrictions that prevent such investors from participating in the offering.

2.1.9. Distribution Offer Conducted Abroad
On 12/10/2019, a theoretical consultation was submitted to the CVM Board regarding the possible characterization of a hypothetical offer, conducted abroad, as a public offering subject to registration in Brazil, in cases where the subscription or acquisition of the offered securities, shares in the case of the consultation, was carried out by investment funds constituted in Brazil. As a result of the consultation, the CVM Board reached an understanding, following the statement of the SRE, that, maintaining the exact conditions described in the consultation, the joint practice of the acts listed by the consulters and detailed below, would be sufficient to rule out the characterization of a public offering of securities subject to registration in Brazil:
(i) the shares are admitted to trading and offered abroad, without sales efforts directed at investors constituted or domiciled in Brazil; (ii) the intermediation of the offer is carried out by intermediaries constituted abroad; (iii) the managers of the Investment Funds declare, in writing, that (iii.a) they became aware of the offer through public sources; (iii.b) they were not approached by the offeror, the issuer, or the foreign intermediaries participating in the offer or their Brazilian affiliates; and (iii.c) they spontaneously approached the foreign intermediary or its Brazilian affiliate, manifesting their interest in the offer and requesting further information about the issuer, the shares, or the offer itself; (iv) the foreign intermediary, the offeror, or the issuer presents the information requested by the interested Investment Fund through electronic means, email, telephone, video conference, or in in-person meetings held in Brazil in which no more than one Investment Fund manager participates; (v) if it decides that it is in its interest, the Investment Fund sends an order to acquire shares in the offer directly to the foreign intermediary; and (vi) the order is fulfilled by the foreign intermediary and the transaction is settled abroad. This understanding remains valid even if: (a) several investment funds come to acquire shares in the offer abroad following the described procedure; and (b) there is media disclosure in Brazil regarding the offer abroad, provided that such disclosure is not caused by the offeror, the issuer, or the foreign intermediaries participating in the offer or their Brazilian affiliates.

This understanding is based on the provisions of Law No. 6.385/1976, CVM Instruction No. 400/2003, and CVM Orientation Opinions No. 32 and 33, since, if the acts listed above are carried out jointly, (i) there will be no sales efforts directed at investors resident, constituted, or domiciled in Brazil regarding the registered public distribution, traded, and offered abroad, nor will the offer involve the intermediation of institutions part of the Brazilian securities distribution system, conditions that will be, moreover, declared by the investors in writing; and (ii) the information related to the offer will be presented by the foreign intermediary to the investors upon request, individually, and, if there is interest, the order to acquire the shares subject to the offer will be sent directly to the foreign intermediary, which will fulfill the request and settle the transaction abroad. In this way, the characteristics of the offer presented by the consulters would be in line with CVM Orientation Opinion No. 33. Finally, it is important to highlight that (i) for this understanding to remain valid, it is necessary that, throughout the period during which the offer of shares abroad continues, such conditions remain in place, prohibiting the search for subscribers or acquirers in Brazil for the shares offered abroad, even if the Brazilian investors approached have a prior and habitual commercial relationship with the offer's intermediaries or companies part of the same conglomerate; and (ii) if it is intended to use the internet as a means of disclosing the offer abroad, CVM Orientation Opinion No. 32 must be observed, particularly the preventive measures and special situations cited in said document, so that the publicity carried out via the internet does not come to characterize a public offering subject to registration with this Commission. The full text of the decision issued by the Board, as well as the statement of the SRE, can be accessed on the CVM website (https://www.gov.br/cvm/pt-br), under the link "Board Meetings".

2.1.10. Fixing Non-Institutional Tranches in Public Distribution Offers
In offers directed at investors in general, qualified or not, to ensure fair and equitable treatment to all investors, the SRE recommends that, if the target audience of the offer includes retail investors in the non-institutional tranche, a maximum limit for reservation per investor equivalent to the minimum value necessary for financial investments established for the characterization of a qualified investor (currently R$ 1 million) be established, or that the use of this limit be guaranteed as a basis in case of pro-rata allocation is needed. Alternatively to the cited limit, equal and successive allocation can be adopted, so that the securities are allocated one by one, sequentially, to each non-institutional investor. In this dynamic, as investors have their investment intentions met, they cease to be considered in the sequence of equal and successive allocation. If the offer includes a bookbuilding procedure for defining the price or remuneration of the distributed security, the offer must be divided into tranches specifically directed to institutional and non-institutional investors, with only the investment intentions of the investors in the institutional tranche being considered for the purpose of defining the price or remuneration of the security. Along the same lines, if the division of the non-institutional tranche into segments that include retail as the target audience is chosen (as addressed below), a minimum allocation must be guaranteed to the Retail Segment (as defined below), previously informed in the Prospectus, with the same maximum investment limit pointed out in the previous paragraph. Furthermore, despite the possibility provided for in § 3 of art. 33 of CVM Instruction 400/2003, it must be clear in the offer documentation that, within the scope of the distribution plan, relationships with clients and other considerations of a commercial or strategic nature of the leader and the offeror, in no case, may be considered in the allocation of non-institutional investors. It is worth noting that we have observed the introduction by intermediaries of innovations in the structuring of the tranche destined for non-institutional investors, especially in share offers. Indeed, alleging the objective of including greater participation of individuals in the allocation of offers, we have verified structures that segment said tranche into (i) a retail portion subject to a maximum investment limit of R$ 1 million ("Retail Segment") and (ii) a portion commonly called "private," in which reservations can be made in amounts between R$ 1 million and R$ 10 million ("Private Segment"), this limit equivalent to the minimum value of financial investments necessary for the characterization of a professional investor. In offers that employed such structuring, it has been verified in the distribution plan the destination of at least 10% for the Retail Segment, while the total of the non-institutional tranche has reached in some cases to be
stipulated at up to 40%, being more common its establishment at up to 20% of the offer. The practical effect of such segmentation is potentially allowing investors classified as qualified for the purposes of CVM regulation to carry out their investment orders through the non-institutional tranche of the offer, thus avoiding the discretionary allocation procedure employed by offerors in determining the allocation of the institutional tranche.

In parallel, it has also been employed in offers, within the scope of the non-institutional tranche, in the Retail Segment and in some cases also in the Private Segment, the possibility of priority allocation for investors who agree to submit to the restriction of selling in the secondary market the shares acquired in the offer for a certain period of time ("lock-up"). At this moment, it is relevant to inform that the SRE is monitoring and analyzing the development of such structures, including considering the revision of the regulation of public offers, with the understanding that intermediaries must always, when elaborating such models, keep in mind one of the basic principles of public distribution offers, which is the equitable treatment among investors. Therefore, and without prejudice to future interpretations to be given by the SRE on the subject, we point out some aspects that we consider best practices when employing segmentation of the non-institutional tranche, with the establishment of lock-up:
(i) In initial public offers, considering that there are no verifiable liquidity parameters for the shares and, even if all available information of the issuer is that provided within the scope of the public offer, if there is a provision for lock-up in any of the segments, there must be a provision for minimum allocation without lock-up (without priority) in the respective segment; (ii) In subsequent offers, if there is a provision for lock-up in the Retail Segment without guarantee of minimum allocation in this segment without lock-up (without priority), the same system must be adopted for the Private Segment; (iii) The lock-up of the priority portion of the Private Segment must always be superior to the lock-up of the priority portion of the Retail Segment; and (iv) The Final Prospectus must inform the allocations made in all segments, as well as any priority allocations, existing in the non-institutional tranche. Finally, we point out that in the event of a request for waiver of the requirement corresponding to the prohibition on placing securities with persons considered linked to the offer, in the case of distribution with excess demand greater by one-third than the quantity of securities offered (art. 55 of CVM Instruction No. 400/2003 and item 'c' of CVM Deliberation No. 476/2005), without the establishment of maximum limits for reservation requests for the non-institutional investor tranche, considering the possible Retail and Private Segments, the SRE understands that the possibility of favoring and using information to obtain undue advantage by the linked person will not be mitigated, and therefore, the said waiver will not be granted.

2.1.11. Silence Period – Art. 48, item IV of CVM Instruction No. 400/2003
The issuer, the offeror, and the Intermediary Institutions must refrain from making statements in the media about the offer or the offeror during the period of the offer. We alert that any statement in the media about the offer is prohibited, including the advance disclosure of the result of the bookbuilding process.
Particularly regarding the information generated in the bookbuilding process, it is important to stress that these must remain confidential even within the scope of the sales effort towards potential investors. In this sense, the reference to information about investment intentions such as prices, demand, and investors who presented the intentions, within the scope of the sales approach, contradicts art. 48, item IV of CVM Instruction No. 400/2003. Violation of the provision in question may result in the suspension of the offer, regardless of any eventual investigation of responsibilities in a sanctioning nature procedure. The rules regarding the silence period also apply to public distribution offers carried out with restricted efforts, as indicated by art. 12 of CVM Instruction No. 476/2009.

2.1.12. Suspension of Public Distribution Offers of Securities
In accordance with art. 19 of CVM Instruction No. 400/2003, the CVM may suspend or cancel, at any time, the distribution offer that: (i) is being processed under conditions different from those contained in said Instruction or in the registration; or (ii) has been found to be illegal, contrary to CVM regulation, or fraudulent, even after obtaining the respective registration. The suspension of public distribution offers is carried out by the Securities Registration Superintendence – SRE, when the cited elements are present. The irregularities that cause the most suspensions of public distribution offers are, historically, the irregular use of advertising material not approved by the CVM (when applicable), in violation of art. 50 of CVM Instruction No. 400/2003, and statements in the media during the silence period, in violation of art. 48, item IV of the same Instruction. In this sense, we alert offerors to take special care in the disclosure of advertising materials for the offer, carefully observing the provisions in item 3.4 of this Circular-Letter and in direct or indirect contact with the media or social networks. The suspension period of the offer cannot exceed 30 (thirty) days, during which the pointed irregularity must be remedied. Upon expiration of the period referred to in §2, without the flaws that determined the suspension having been remedied, the CVM must order the withdrawal of the offer and cancel the respective registration.

Once the flaws that determined the suspension have been remedied, the request for revocation of the suspension must be sent to the SRE and will be analyzed within a period of up to 5 (five) business days.

2.1.13. Inclusion, after the registration of distribution, of intermediary institutions in public offers under the procedure of CVM Instruction No. 400/2003
The possibility of including intermediary institutions, after registration, in public offers registered under the terms of CVM Instruction No. 400/2003 stems from the decision of the Board of 6/26/2018 ("CRI Bariguí Case") which interpreted that art. 35, item V of said Instruction also contemplates the possibility of including intermediary institutions after registration and not only substitution or exclusion, as per the excerpt of said minutes transcribed below:
"The Board reserved, however, that the foundation of its decision stems from a systematic interpretation of art. 35, item V of CVM Instruction 400, which also contemplates the hypothesis of inclusion of intermediary institutions in the distribution contract, provided that previously authorized by the CVM. Thus, the Board considered it unnecessary to grant a waiver to the observance of the provisions of §2 of art. 34, art. 35, and item IV of art. 37." If the inclusion occurs after registration and before the disclosure of the start announcement and no preliminary prospectus (and notice to the market) has been used, it is possible to include the participant only with communication and prior authorization of the CVM under the terms of art. 35 of CVM Instruction 400. There is no talk of offer modification in this case. If one wishes to make the inclusion after registration and (i) the offer has used a preliminary prospectus; or (ii) the inclusion occurs after the disclosure of the start announcement of the offer, this fact must also be communicated to the CVM and will be analyzed by the SRE, potentially configuring, depending on the characteristics of the concrete case, an offer modification, in which case, the necessary authorization is conditioned to the application of articles 25 and 27 of CVM Instruction No. 400/2003.

2.1.14. Dynamics Related to Voluntary Modification of Registered Distribution Offers
Before the granting of the registration of a distribution offer, modifications in the conditions and respective reflections in the offer documentation, under the terms of art. 25 of CVM Instruction No. 400/2003, can be implemented by the offerors, without the need for prior statement from the SRE, provided that they fully comply with art. 27 of CVM Instruction No. 400/2003, in the case of an offer in which a preliminary prospectus is used, already disclosed under the terms of art. 54-A of the same Instruction, including with respect to the possibility of revocation of acceptance by the investor, if there has been a procedure for receiving reservations. In this hypothesis, once the modified documentation is filed with the SRE, the analysis period may be restarted, potentially reaching the period of 20 business days, provided for in §5 of art. 9 of CVM Instruction No. 400/2003, depending on the extent of the changes. Any eventual requirements related to the object of the modification will be presented at the appropriate time in the Letter to be sent according to the analysis phase of the process. It should be noted that the occurrence of offer modification exclusively due to alteration of the estimated schedule will not imply the reopening of the analysis period, notwithstanding the need to observe the procedure provided for in the aforementioned art. 27. Additionally, we inform that if any restart of the analysis period due to modification causes relevant impact to the investor in the estimated schedule of the offer, not reflected in the modified documentation, the SRE will determine a new modification, observing art. 27 of CVM Instruction No. 400/2003, aiming to adjust the schedule. After the compliance with curable flaws, only spontaneous modifications to the offer conditions can be implemented, prior to the granting of registration, if the entire period for compliance with curable flaws has not been used. On the other hand, if the regulated entity has already used the entire available period, the procedure provided for in art. 25, §1, of CVM Instruction No. 400/2003 will apply, with the need for prior submission of the modification to the SRE, with the statement regarding the registration and the implementation of the modification conditioned to the passage of the period for analysis of the modification. Regarding requests for offer modification submitted after the granting of registration, even in the hypothesis that the alteration occurs before the disclosure of the start announcement of the distribution, the procedure provided for in art. 25 of CVM Instruction No. 400/2003 always applies. In these cases, the effective modification of the offer can only be implemented after the statement of the SRE, under the terms of art. 25, §1, of CVM Instruction No. 400/2003. Finally, we orient that, once registration is granted, the submission of a modification request must be made at least 10 business days before the date scheduled for the settlement of
the offer. If this is not possible and given the need for prior approval by the SRE of the modified conditions, a communication to the market must be disclosed as soon as a request for offer modification is submitted to the SRE, informing investors of such fact and stating that the said request will be appreciated in 10 business days, a period in which the lead intermediary must suspend the settlement of the offer, based on art. 37, item XI, c/c art. 41 both of CVM Instruction No. 400/2003. With such precautions, it is sought to avoid that the settlement happens pending the statement of the SRE regarding the requested modification.

2.1.15. Interpretation of the Allocation Conducted by the Entity Administering the Organized Stock and OTC Market, vis-à-vis Art. 54 of CVM Instruction No. 400/2003
We remind that, under the terms of art. 54 of CVM Instruction No. 400/2003, the subscription or acquisition of securities subject to the public distribution offer can only be carried out after obtaining the registration of the offer with the CVM, the disclosure of the Start of Distribution Announcement, and the availability of the Final Prospectus to investors. Therefore, we clarify that this Superintendence understands that the procedure for allocating reservation requests or investment intentions presents a nature similar to the subscription of securities, insofar as the way such allocation is operationalized establishes a custody position for the investor regarding the offer, from which arises the obligation of full payment. In this sense, the provision that the allocation procedure occurs prior to obtaining the registration of the offer and the disclosure of the Start Announcement and Final Prospectus contradicts the cited art. 54 of CVM Instruction No. 400/2003.

2.1.16. Guidelines for the Preparation of the Prospectus and Other Documents of Public Distribution Offers
2.1.16.1 General Guidelines
In order to facilitate the verification, by the CVM, of the information that must be included, by force of applicable regulation, in the Prospectus and other documents of public distribution offers, a detailed description detailing where they are found (page number and item in the document), in each document presented, of the information required through the annexes of CVM Instruction No. 400/2003, among which, as a non-exhaustive example, we can cite:

The information provided for the Prospectus in Annexes III and III-A of CVM Instruction No. 400/2003;
The information provided for the Start of Distribution Announcement in Annex IV of CVM Instruction No. 400/2003;
The information provided for the End of Distribution Announcement in Annex V of CVM Instruction No. 400/2003;
The information provided for the Securities Distribution Contract in Annex VI of CVM Instruction No. 400/2003; and
The information provided for the Securitization Term in Annex III of CVM Instruction No. 414/2004.

2.1.16.2 Rules on the preparation and dissemination of information

The Prospectus is not advertising material. It is the document of information and data regarding the offering, directed at investors. It must contain necessary and sufficient information to allow investors to make a well-considered investment decision.

All information disclosed by the issuer must be written in simple, clear, objective, and concise language. The information provided by the issuer must be useful for the evaluation of the securities offered by it.

The issuer must disclose true, complete, consistent information that does not mislead the investor. Just as insufficient information harms the investor, excess can confuse them or even discourage them from reading.

Factual information must be distinguished from interpretations, opinions, projections, and estimates. Factual information must be accompanied by an indication of its sources.

Regarding the organization of the Prospectus, it must facilitate its reading. The SRE emphatically recommends that, in the preparation and presentation of the Prospectus, the order set forth in Annex III of CVM Instruction No. 400/2003 be followed, maintaining the nomenclature of the sections and subsections.

We advise issuers that it is not necessary to include in the Prospectus information that is not important to ensure that the document is a true, accurate, and complete portrait of its economic-financial situation and the risks inherent in its activities and the offered securities, such as repetitions of legal texts, explanatory notes, and parts of other documents.

Information contained in bylaws, fund regulations, debenture indentures, and securitization trust agreements, documents that must be attached to the Prospectus, which need to be presented also in the body of the prospectus, must be synthesized and allocated by reference, avoiding pure text repetitions.

2.1.16.3 Guidelines for drafting offering documents 1

An analysis should be made regarding which information investors need to make decisions, before words, sentences, or paragraphs are considered. The drafting of an offering disclosure document must be economical in its use of words and at a level that the public can understand. Its sentence structure must be concise.

Inspired by the US Securities and Exchange Commission publication “A Plain English Handbook – How to create SEC disclosure documents”

Its tone should be direct and inviting to reading. Its design should be visually attractive. A simple document should be easy to read and appear as if it is intended to be read.

Investors need to read and understand offering disclosure documents to fully benefit from the protections offered by our Instructions. As many of them are not lawyers, accountants, economists, or investment analysts, the disclosure documents must be written in a language that investors can understand.

It should be questioned whether the documents highlight the important information that investors need to make decisions. “Legalese,” “economese,” and other jargon from the past must give way to everyday words that communicate complex information clearly. Thus, investors will be more likely to understand what they are buying. Investment analysts and consultants can make better recommendations to their clients if they can read and understand these documents quickly and easily.

This does not mean excluding complex information to make the document easier to understand. For investors to make informed decisions, disclosure documents must convey complex information, ensuring the orderly and clear presentation of complex information so that investors can understand it.

Five steps for the preparation and dissemination of information:

i. Present the big picture before the details. Prospectuses routinely begin with a detailed description of the securities. You may read several pages before discovering what the company produces. It is difficult to absorb the details if you do not know why they are being given to you. Imagine trying to put together a complicated puzzle without first seeing the picture of the whole. Individual information means more to your readers if they know how it fits into the big picture.

ii. Use descriptive headers and subtitles to break documents into manageable sections. Prospectuses provide a lot of information. If you present the information in small pieces, it is easier to digest. Make sure your titles tell the reader what the next sections will cover.

iii. Always group related information together. This helps you identify and eliminate repetitive information.

iv. The degree of investment specialization of your audience will affect how you organize the document. If you are writing for financially unsophisticated investors, the overall organization of your document may have an educational approach. You may need to explain industry terms or concepts where they first appear.

v. Review your document by taking a good look at the flow of information from beginning to end.

2.1.16.4 Distribution Agreement

In view of the principle of irrevocability of the offering provided for in art. 22 of CVM Instruction No. 400/2003 and that the rescission, voluntary or involuntary, of the distribution agreement signed between the lead manager and the issuer implies the revocation of the offering, we alert that, for its effective implementation, a request for revocation of the offering must be previously submitted to the SRE, in accordance with art. 25 of CVM Instruction No. 400/2003.

In this sense, we recommend that the rescission scenarios contained in the distribution agreements observe the principles set forth in art. 25 of CVM Instruction No. 400/2003, which underpin the possibility of revocation of the offering, namely the occurrence of a substantial, subsequent, and unforeseeable alteration that results in a relevant increase in the risks assumed by the issuer and inherent to the offering itself.

2.1.16.5 Preliminary Prospectus and Definitive Prospectus

The Preliminary Prospectus must be used in public distribution offerings where there is the use of advertising material, the conduct of bookbuilding, and/or the receipt of reservations prior to the granting of the offering registration.

The Definitive Prospectus will be used in all public distribution offerings, after the registration has been granted by the CVM, containing the registration number and date.

In principle, the content of the Definitive Prospectus differs from the Preliminary Prospectus only by the filling of the gaps with the final data of the offering and the registration number of the offering at the CVM. If there is a relevant discrepancy between the information contained in the Preliminary Prospectus and the Definitive Prospectus, it will be necessary to allow the withdrawal of reservation requests, without burden to the subscriber or purchaser.

2.1.16.6 Availability and submission of the Prospectus to the CVM

The public offering Prospectus must be sent to the CVM together with the registration request for the offering. This submission must be made in the form of an electronic document, preferably using the electronic document protocol on the CVM website.

Even in draft form, it will be made available on the CVM website as soon as the registration request for the offering is made.

The Prospectus in draft form must not be available on the websites of the issuer/issuer and intermediaries.

The Preliminary Prospectus must not be made available by the issuer/issuer and intermediaries until the Market Notice is made available, as provided for in art. 53 of CVM Instruction No. 400/2003. The Preliminary Prospectus must be available to investors for at least 5 (five) business days before the initial deadline for receiving reservations.

The Preliminary Prospectus must not have gaps when the Market Notice is published.

The Definitive Prospectus must not be made available by the issuer/issuer and intermediaries until the Commencement Announcement is made available. The Definitive Prospectus must be available to investors for at least 5 (five) business days before the initial deadline for accepting the offering if a Preliminary Prospectus has not been used.

It is important that the Prospectuses be available on the CVM websites, the issuer's website, the issuer's website, the markets where the securities are traded, and all intermediary institutions participating in the operation, in compliance with art. 54-A of CVM Instruction No. 400/2003.

On the initial pages of each of these websites, an exclusive icon for access to the Prospectuses must be made available, or at least the full path to access the Prospectuses must be informed.

We note that the delivery, for SRE analysis, of a Prospectus containing gaps or in draft form may entail additional requirements regarding issues not raised in a requirements letter, as well as an extension of the deadline for compliance with the requirements.

Furthermore, when completing any gaps, if relevant information is included, especially regarding the structure of the offering, it should be verified whether such inclusion has repercussions on other sections of the Prospectus that, if applicable, should be adjusted accordingly.

2.1.16.7 Identification of persons responsible for the content of the Prospectus

The Prospectus must clearly identify the persons responsible for its preparation and for the truthfulness, consistency, quality, and sufficiency of the information provided therein.

2.1.16.8 Information not applicable

If information requested in Annex III of CVM Instruction No. 400/2003 is not applicable to the issuer due to its characteristics, the same must expressly state this fact in the Prospectus and include a justification, explaining the reason why the requested information is not applicable to it.

2.1.16.9 Offerings resulting from securitization operations

2.1.16.9.1 Debtor information in corporate CRIs and CRAs

In the context of the analysis of registration requests for public distribution offerings of CRI and CRA with corporate backing, where the debtor is a publicly-held company and whose target audience is retail investors, the SRE will consult the SEP regarding the update of the registration of the backing debtor.

Based on § 3 of art. 40 of CVM Instruction No. 400/2003, the Prospectus for offerings of “corporate” CRI and CRA, if it contains a section dedicated to presenting information regarding the backing debtor or any co-obligor, must observe the requirements contained in items I to IV of said provision, if it is a publicly-held company, or only items I and IV, if it is a privately-held company, limiting, in this case, the number of pages of the said section to 15 and highlighting the 5 main risk factors related to the backing debtor and the eventual co-obligor. If there is more information about the closed company debtor of the backing or co-obligor available on some page on the worldwide web, an indication in the Prospectus of the address where such additional information could be consulted may be included.

2.1.16.9.2 CRIs and CRAs with guarantee (which is not co-obligation)

Based on items 1.8 and 2.1 of Annex III-A of CVM Instruction 400/2003 and, in the case of CRA, also on item III of art. 9 of CVM Instruction 600/2018, when there are guarantees linked to securitization operations, which are not co-obligation (which is treated by other normative devices), the main offering documents must contain information that allows the investor to effectively evaluate to what extent such guarantees impact the risk of the operation.

2.1.16.9.3 Declaration of the Lead Coordinator and the Issuer in CRA offerings

In CRA issuances, insert in the main offering documents, where applicable, together with the information on the Destination of Offering Resources (in the case of CRA in destination) or on the Agricultural Credit Rights (in the case of CRA in origin), a declaration that the Issuer and the Lead Coordinator of the Offering will remain responsible for the “truthfulness, consistency, quality, and sufficiency of the information provided”, in accordance with art. 56 of CVM Instruction 400/2003, which includes proof of the effective condition of rural producer, or their cooperatives, of those thus considered in the Offering documentation, as well as of the products traded within the scope of their backing as agricultural product or input, machinery, or agricultural equipment, as expressly stated in their documentation.

2.1.16.9.4 FIC-FIDC

The application of items 5.2 and 5.3 of Annex III-A of CVM Instruction 400/2003 to FIC-FIDC occurs with respect to the consolidated credit rights that compose and will compose the equity of the invested FIDCs. In this sense, if the FIC-FIDC, via its invested FIDCs, is exposed to credit rights whose concentration reaches the limits provided for in the normative devices in question, the offering Prospectus carried out by it must contain the information required by such devices regarding debtors and co-obligors of said credit rights or, if this possibility exists, a declaration from the administrator committing to insert said information in the said document, if, at some point in the future, such limits are reached.

2.1.16.10 Specificities of Prospectuses for FIIs and FIPs

2.1.16.10.1 Content of Prospectuses for public offerings of shares of Real Estate Investment Funds and Private Equity Investment Funds

The Superintendence of Securities Registration has observed that the prospectuses of public offerings of shares of FII and FIP present a great variation of content among different issuers, in addition to not respecting the order established in Annex III of CVM Instruction No. 400/2003 and emphasized in paragraph 35.2 of this Circular Letter.

Moreover, it is common to include information that does not respect the provision of art. 38 of this Instruction, with redundant, unnecessary, or misleading information being presented to the investor.

In this sense, the SRE has, in the analysis of registration requests for public offerings of shares of FII and FIP, reiterated requirements to make the prospectus of these offerings more objective and standardized.

With this, it has become required, for these types of offerings, the effective compliance with the provision of item 1-A of Annex III of CVM Instruction No. 400/2003, which deals with the Issuer Summary, which in this case is an Investment Fund.

The Fund Summary section is optional, in accordance with item 1-A of Annex III of CVM Instruction No. 400/2003, and if used, must respect the parameters established in § 3 of art. 40 of the said Instruction.

Moreover, in compliance with item II of § 3 of art. 40 of CVM Instruction No. 400/2003 and because it is an Investment Fund, the content of the Fund Summary section must be consistent with the Fund Regulations and other mandatory filing documents at the CVM (for example, consistent with Annex 39-V of CVM Instruction No. 472/08 in the case of FII).

The Fund Summary section must be limited to 15 pages in compliance with item I of § 3 of art. 40 of CVM Instruction No. 400/2003.

It is important to highlight that, in accordance with art. 38 of CVM Instruction No. 400/2003, the Prospectus must contain “complete, accurate, true, current, clear, objective, and necessary information, in accessible language, so that investors can make a well-considered investment decision”. In this sense, the prospectuses of public offerings of shares of FII and FIP must not use incomplete information, combined with evaluations by the administrator or manager themselves on the sector in which the Fund operates, which may induce the investor to assume the existence of a certain relationship between these data and the Fund's performance in a non-objective manner.

2.1.16.10.2 Content of Prospectuses for public offerings of shares of Real Estate Investment Funds and Private Equity Investment Funds that request automatic registration

From the publication of this Circular Letter, the SRE will begin to require the adaptation of Prospectuses for public offerings of FII and FIP, which request automatic registration, to the provisions in the previous section, even if the Prospectuses of the Fund's previous issuances were not in compliance with such provisions.

In this sense, the issuers (Lead Coordinator and Administrator) must adapt the content of the Prospectuses of the Fund's new share issuances to the provisions in the previous section under penalty of receiving a letter of impossibility of automatic registration for the requested updates.

2.1.16.11 Registration in notary public of acts of Investment Funds

As a result of the promulgation of Law No. 13.874/2019 (“Law of Economic Freedom”), the registration in notary public of the acts of constitution of investment funds was waived, being sufficient the registration of the regulations with the Securities and Exchange Commission to guarantee their publicity and the opposability of effects with respect to third parties (as per art. 7 of the said Law, which altered http://www.planalto.gov.br/ccivil_03/LEIS/2002/L10406.htm, in its art. 1.368-C).

Through Circular Letter CVM/SIN 12/19, the SIN interpreted the provision in question, informing that: “acts that support and give foundation to the different versions of the regulations are also exempt from registration in notary public. This is the case of the acts of constitution of the funds, for the first version of the document; as well as the minutes of the general meeting of unitholders that deliberate on the content of their subsequent versions.”

Thus, with respect to acts that deliberate on the public distribution offering of shares, without, however, modifying the regulations, the need remains that they be registered in the public registration notary office.

2.1.16.12 Firm placement guarantee in registered public distribution offerings

In public distribution offerings where there is a firm placement guarantee, the distribution contract and the other offering documents must contain a mechanism that provides for the occurrence of any conditions to which the provision of such guarantee is subject to be verified prior to the registration of the issuance, with the understanding that, prior to the registration of the offering, the non-implementation of any of these conditions, without waiver by the Lead Coordinator, will entail the exclusion of the firm guarantee and such fact must be treated as a modification of the offering, if it has already been publicly disclosed through a Market Notice.

2.1.16.13 Guidelines for filling out the Prospectus

2.1.16.13.1 Cover

It is preferable that the cover of the Prospectus contains only the information requested in the “Cover of the Prospectus” section of Annex III of CVM Instruction No. 400/2003, those mentioned here, and those expressly requested in specific requirements letters for each offering.

The cover must not contain any image except the logo of the issuer and the intermediary institutions of the Offering.

The Prospectus must have, on the cover, the date of its preparation.

The registration number and date of the offering at the CVM must be included on the cover.

The dates of realization and publication of corporate acts that deliberated on the Offering must be included, including, where applicable, those related to the approval of the price per share, in accordance with Annex III to CVM Instruction No. 400/2003.

It is necessary to include, where applicable, the information regarding the deliberations about the approval of the Secondary Offering by the Selling Shareholders, legal entities.

The information regarding the possibility of issuing supplementary and additional lots must be inserted, if applicable, defining its origin, whether from the primary or secondary offering, specifying each portion.

The texts of the notice about the registration of the Offering at the CVM, which does not imply judgment of the quality of the Issuer, and the notice about the need to read the risk factors, as expressly determined in Annex III of CVM Instruction No. 400/2003, must appear in full and with graphic emphasis (in bold, uppercase, and with a font two points larger than the rest of the text), and it is not permitted to add them with comments.

In the case where the issuer is a company registered in categories A or B, in accordance with CVM Instruction No. 480/2009, the section of the Reference Form in which the Issuer's Risk Factors are described must also be indicated.

When there is a risk rating for the offered security, this must be informed on the cover. If the risk rating is preliminary, this must be specified.

In offerings where there is a provision for a bookbuilding procedure for price fixing, the issuance value may not be evident on the cover of the Preliminary Prospectus, presenting in its place a price range, clarifying that the price range is only indicative, and may be changed up or down at the conclusion of the bookbuilding.

It is recommended to insert a reference to the page of the Prospectus that presents the minimum, average, and maximum quotes of the Company's shares.

A reference to the page of the Prospectus where the nominal identification of each of the Selling Shareholders is included must also be introduced, with the individual description of the quantity of shares to be offered by each and the net resources obtained with said alienation.

In the case of Infrastructure Debentures – Preferably highlight on the cover of the Prospectus the number and date of publication of the ministerial ordinance that approved the investment project(s) as priority project(s) and the commitment to allocate the resources obtained in the offering to the approved priority project(s), in compliance with art. 6, item II of Decree No. 7.603/2011.

In highlight, the information that the Offering refers to “Incentivized Debentures with Tax Benefit in accordance with article 2 of Law No. 12.431/2011” must be placed.

2.1.16.13.2 Index

It is recommended to prepare a complete index, also informing the pages of the subsections, so that all content can be easily found.

Attention must be paid to the fact that all pages of the Prospectus must be numbered sequentially, including those of the annexes, continuously with the other sections, and all cross-references in the Prospectus must mention the page where the referenced information is located.

It is also important, where necessary, to reconcile the numbering presented in the index with the content of the respective pages.

It is recommended to organize the presentation of the Prospectus according to the order set forth in Annex III of the Instruction.

2.1.16.13.3 Summary containing the characteristics of the offering
Summarized comments must be included on the following topics, where applicable:

Issuer;
Lead Coordinator;
Offering Coordinators;
Contracted Coordinators;
International Placement Agents;
Trustee (Debentures, CRI);
Offering (Primary and Secondary);
Retail Offering;
Institutional Offering;
Priority Offering;
Additional Lot Option;
Supplementary Lot Option;
Target Audience;
Reservation Request;
Reservation Period;
Related Party;
Reservation Period for Related Parties;
Unit price;
Bookbuilding Procedure;
Total Value of the Offering;
Firm Commitment to Settlement Guarantee;
Settlement Date;
Supplementary Lot Settlement Date;
Rights, Advantages and Restrictions of the securities;
Restriction on trading of the securities (Lock-up);
Co-sale Right (Tag-Along Rights);
Trading Markets;
Inadequacy of the Offering to Certain Investors;
Risk Factors;
Destination of Resources;
Share Capital;
Corporate Approvals;
Institutional Investors;
Non-Institutional Investors;
Minority Shareholders;
Price Stabilization;
Free Float - Green Shoe;
Corporate Governance Mechanisms - Diffuse Control;
Participation of related parties in the price formation process;
Withdrawal from the Statute of Mechanisms for Dispersal of Shareholding Guarantees;
Conflict Resolution – Arbitration;
Subscription Bonus - Option Plan;
Registering Institution.
The summary must necessarily be a summary of all highly relevant aspects of the Offering. Equal attention must be given to relevant negative aspects.

It is important to address the Secondary Offering, the information regarding the Selling Shareholders, and, through a table, the quantity to be alienated by each of the Selling Shareholders, including information about the supplementary and additional lots.
Separately state the number of shares in the Primary Offering and the Secondary Offering, and, where applicable, the origin of the supplementary shares, whether from the primary or secondary offering, specifying each portion.

2.1.16.13.4 Issuer Summary
It is important to ensure that the information included in the Issuer Summary section is consistent with that in the Reference Form, where applicable.
The organizational structure of the Issuer must also be introduced, in order to describe the economic group in which the company is included, indicating the percentage of participation in all items comprising the corporate diagram.
It is interesting to add information regarding the shareholding control of the Company, before and after the Offering.
Where applicable, the phrase “This Summary is only a summary of the Issuer’s information. The complete information about the Issuer is in the Reference Form, read it before accepting the Offering” must be included.
The five main risk factors related to the issuer must also be included.
The Issuer Summary must not contain excessive adjectives, so as not to influence the careful formation of investment decision. Expressions that qualify the Issuer should only remain in the Prospectus if they are accompanied by public sources, which through research allow such statements.
Information regarding equity and short and long-term indebtedness, before and after the issuance, must be added to the summary of selected financial indicators.
The inclusion in the Issuer Summary of the Summary of Financial and Operational Information is suggested, presenting the variations in equity and result accounts, taking into consideration both the variation in the value of each rubric between the fiscal years ("horizontal analysis") and its relative weight in Assets or Liabilities/Equity ("vertical analysis"). For the vertical analysis of result accounts, consider the Net Operating Revenue rubric as base 100. The above considerations regarding the Issuer Summary must also be applied to the Prospectus section that brings information about the Debtor in CRI and CRA operations.

2.1.16.13.5 Identification of Administrators, Consultants and Auditors
The addresses of the Administrators stated in the Prospectus must be the same as those referred to in the Market Notice and the Start of Offering Announcement.
The responsible persons of the legal entities that will sign the declaration of item 2.4 of Annex III to CVM Instruction No. 400/2003 must be statutory directors.

2.1.16.13.6 Information Related to the Offering
a) Composition of Share Capital
In the case of offerings of shares and debentures, a table relating all shareholders who hold, directly or indirectly, a participation in the Issuer Company greater than 5% before and/or after the Offering must be presented, showing the respective participations in quantitative and percentage terms. The same table must highlight shareholders who are part of the control block; We suggest including information regarding the exercise of control power after the Offering, mentioning the possibility of the Company being subject to diffuse control or clarifying whether, after the Offering, the Company will remain under the current control group. We advise highlighting the existing corporate governance mechanisms to promote alignment between Administrators and Shareholders, including a summary of the rules for election, replacement, and removal of Shareholder representatives on the Board of Directors and the Fiscal Council.

b) Characteristics and Deadlines
In the case of primary issuance, justification for the issuance price and the criterion adopted for its fixation must be included.
In secondary offerings offered by a legal entity, information regarding the corporate authorizations necessary for the secondary distribution of securities must be introduced, identifying the deliberative bodies responsible and the respective meetings in which the operations were approved.
The differentiated allocation criteria that will be observed, for example, for Non-Institutional Investors considered “with priority of allocation” and “without priority of allocation” must be explained.
Regarding the withdrawal of the Reservation Request, it must be specified that it will occur without burden for the subscriber or purchaser in the event that a relevant divergence is found between the information contained in the Preliminary and Definitive Prospectuses.

We understand it is necessary to inform investors whether, in the process of fixing the price, through the collection of investment intentions (bookbuilding procedure), bids from related parties to the distribution, as defined in art. 55, except for intermediaries contracted with a firm commitment to subscription clause, will be accepted. If positive, define the maximum admitted limit of participation of related parties in the book and alert investors to the risk of poor price formation or liquidity of the securities in the secondary market. It must be observed that the Offering Steps Schedule must present dates, not merely indicating deadlines. It must also present the deadlines, conditions, and method for the subsequent alienation of securities acquired by the coordinators as a result of providing guarantees, and the deadlines for, if applicable, return and reimbursement to investors. The schedule of the offering steps must be kept, whenever possible, updated throughout the CVM analysis period. The information that all scheduled dates are merely indicative and subject to change must be included, alerting that, after the granting of the Registration, any modification to the Distribution Schedule must be communicated to the CVM and may be considered as a modification of the Offering, following the provisions of articles 25 and 27 of CVM Instruction No. 400/2003. Include information regarding the procedures that must be adopted in the event of suspension, cancellation, or modification of the Offering, in accordance with articles 20, 25, 26, and 27 of CVM Instruction No. 400/2003. The forms of written communication accepted for the investor to withdraw from the Offering, where applicable, must be indicated. The deadline for withdrawal of the reservation or restitution of values delivered by accepting investors, in the event of modification or revocation of the offering, must be communicated. Additionally, insert information regarding the incidence of taxes and monetary correction on such values. Clarify whether there has been or is provision for the occurrence of stock split or reverse stock split of the Company’s shares and at what moment this will occur. If the reverse stock split occurs before the Offering, this fact must be duly considered in the dilution calculations and in the other applicable sections of the Prospectus. The dilution resulting from the exercise of options granted by the company in option plans must also be informed. When it is a Secondary Offering, even if there is no provision for the issuance of new Shares, the dilution suffered by the Offering investors must be shown, comparing the Price per Share with the book value per share contained in the latest Audited Financial Statements. The dilution of new investors will be represented by the difference between the two previous values. Furthermore, the percentage dilution of these new investors must be presented, dividing the found dilution value by the Price per Share. It is
true that there will be no variation in the book value per share as a result of the Offering, as it is a Secondary Offering, but this does not mean that new investors will not be diluted, as they may pay a Price per Share in the Offering different from the book value per share. It must be clarified whether there is, or is not, any incentive for the purchase of shares by the Company’s employees and/or subsidiary, as well as by the holders of their commercial representations (Priority Allocation). It is necessary to communicate the eventual destination of the public offering or parts of the public offering to specific investors and the description of these investors, in compliance with item 3.2.5 of Annex III of CVM Instruction No. 400/2003. Also pay attention to the clarification regarding whether the Reservation Period for Related Parties and the Reservation Period for other non-institutional investors will begin on the same day. If the Reservation Period for Related Parties begins before the Reservation Period for other non-institutional investors, insert information in the Offering documents to make it clear that, if there is allocation in the offering intended for non-institutional investors, it cannot prioritize reservations made by Related Parties, even if they were made prior to the start of the Reservation Period for other non-institutional investors (which also cannot occur even if both reservation periods begin on the same day). Inform the distinction and separation of persons subject to restrictions on the sale of shares. Additionally, specify, if applicable, the exceptions to the established restrictions. If necessary, pay attention to the inclusion of a statement detailing the profile of the investor for whom the offering is inadequate, as generic statements of inadequacy are not accepted. Furthermore, the admission to trading on a stock exchange or over-the-counter market must be specified.

c) Securities Distribution Contract
Highlight any guarantee clauses in the international distribution contract, especially regarding adverse events that may cause indemnification by the Company and that do not correspond to those in the Brazilian offering contract.
The location where a copy of the distribution contract will be available for consultation and reproduction must be specified.

Detail all relevant relationships between the Company, the Lead Coordinator, the other intermediaries, and their respective economic conglomerates, informing their object, purpose, dates of celebration and maturity, deadlines, remunerations, and criteria adopted. The criteria for calculating any remuneration, in addition to those cited in the distribution contract, paid to intermediaries and referenced by the price of the offered shares must also be detailed. In this case, such values must also be included in the distribution cost table. The use of generic statements such as “usual relationships according to market practices” or “usual practices of the financial market” is prohibited. Additionally, all possible conflicts of interest involving the intermediary institutions and the issuer must be identified, including those related to the linkage of the remuneration of intermediary institutions to the price per share, and, if applicable, cross-reference to the risk factor addressing the excessive dependence of the Coordinator on the price per share of the Offering. We especially warn that information provided regarding Incentive or Success Commissions, which are quite common in offerings of distribution of shares and debentures, must be improved in light of the guidelines provided herein. The purchases and sales, by the intermediaries and their respective economic conglomerates, of securities issued by the company, occurring within a minimum period of twelve months prior to the protocol of the registration request for the offering, must be informed, indicating the object, price, and other conditions of each transaction. It is convenient to report the participations of the intermediaries and their respective economic conglomerates in public offerings of securities issued by the company, in financing operations, and in corporate restructuring of the company’s economic group, occurring within a minimum period of twelve months prior to the protocol of the registration request for the offering, informing the remuneration received or to be received and the other characteristics of each operation. Already in the Preliminary Prospectus, upon publication of the Market Notice, the demonstrative values of distribution costs must be filled. Considering, for example, for the said calculation, the upper limit of the estimated price range for the Offering as being the issuance price per share. The criterion used must be explicit. Additionally, the unit cost of distribution must be specified. It is necessary to discriminate, separately, the costs of auditing, risk classification, legal advisory, and commissions; it is not permitted that these be presented in the “other costs” line. For other costs, a criterion analogous to that established in §2 of art. 176 of Law No. 6.404/1976 must be adopted, which stipulates: “In the statements, similar accounts may be grouped; small balances may be aggregated, provided that their nature is indicated and does not exceed 0.1
(one tenth) of the value of the respective account group; but the use of generic designations, such as 'various accounts' or 'current accounts' is prohibited.” All forms of remuneration of intermediaries, due by the issuer and/or selling shareholders, must be described, as well as any and all other remuneration, in addition to those provided in the distribution contract, even if indirect, such as those resulting from loans and guarantees linked to the public offering, including: (i) commissions; (ii) reimbursement of expenses related to the offering, except those resulting from printing or registration; (iii) fees received or to be received due to the provision of consulting services related to the offering; (iv) shares issued by the company or securities referenced or convertible into these shares, which have been delivered or will have to be delivered in exchange for the granting of a loan to the company or members of the company’s economic group, or as a form of remuneration for any other service provided to the company or members of the company’s economic group. Inform whether the company, in the case of a secondary offering, will bear all distribution costs or if these will be shared with the selling shareholder, specifying, in this case, the basis for the sharing. The distribution cost table must be subdivided so that it is clear the costs paid by the Selling Shareholders and by the Company. Inform whether a liquidity guarantee contract and/or Market Maker Contract has been or will be signed, specifying its main characteristics and indicating the location where a copy of the contract can be obtained.

d) Destination of Resources
Already in the Preliminary Prospectus, upon publication of the Market Notice, clearly and objectively expose the estimated percentage for each item of the destination of resources, as well as the impact on the Company’s equity and results.
Mention in the Prospectus, based on the provisions of the caput of art. 30 of CVM Instruction No. 400/2003, information regarding the treatment to be given in the event of partial primary distribution of securities, specifying, if applicable, the minimum quantity of securities or the minimum amount of resources for which the public offering will be maintained and about the eventual alternative source of resources provided to achieve its objective. And in the event that there are several objectives and only part of the resources is obtained, which objectives will be prioritized.

2.1.16.13.7 Offering Risk Factors
It is necessary that the risk factors be presented in a clear and objective manner, and cannot be mitigated, i.e., they must be described without attenuation. In this sense, there are expressions to be avoided, such as: “however”, “despite”, “on the other hand”, “nevertheless”, “although”, “in an inverse manner”, “even considering the point addressed above”, among others. It is recommended that the risk factors be presented in descending order of importance. In offerings with the participation of related parties (as defined in art. 55 of CVM Instruction No. 400/2003) in the bookbuilding process, it is fundamental that the risk of poor price formation and/or loss of liquidity of the securities in the secondary market be described. A risk factor addressing the fact that a significant portion of the administrators’ remuneration is linked to the quotation of the Company’s shares must be included. This section is also important to introduce a risk factor identifying all possible conflicts of interest involving the intermediary institutions, the issuer, and/or the selling shareholders, including, where applicable, those related to the linkage of the remuneration of intermediary institutions to the price per share.

2.1.16.13.8 Information Related to the Third-Party Guarantor
Item 7.2 of Annex III (Prospectus) of CVM Instruction No. 400/2003 deals with information related to the third-party guarantor or recipient of resources, and makes references to various items of the reference form (the content of which is described in Annex 24 of CVM Instruction No. 480/2009).
The content of the reference form was modified by CVM Instruction No. 552, of October 9, 2014, without item 7.2 of Annex III of CVM Instruction No. 400/2003 having undergone the necessary alterations, which will occur opportunistically.
Thus, while the due modifications are not made to CVM Instruction No. 400/2003 to reflect the changes arising from CVM Instruction No. 552/2014, the items of the reference form that must be presented as a result of item 7.2 of Annex III are the following: 3.7, 6.1 to 6.3, 7.1, 8.3, 12.1, 12.5, 13.2, 15.1, 15.4, 15.7, 15.8, 16.2, 17.1, and 18.5.

2.1.16.13.9 Statistical Information on Credit Rights – CRI and Corporate CRA
For the purpose of complying with item 2.6 of Annex III-A of CVM Instruction No. 400/2003 in CRI and “corporate” CRA operations, the statistical information on defaults, losses, or prepayment of credits of the same nature as the credit rights that will compose the offering party’s assets must be calculated based on the information existing regarding any and all debt titles issued by the debtor company of the collateral with a time profile similar to that of the aforementioned credit rights, covering a period of 3 years immediately prior to the date of the offering. Based on item 5.4 of Annex III-A of CVM Instruction No. 400/2003, in “corporate” CRI and CRA operations, a specific section must be inserted in the Prospectus where economic-financial indicators of the debtor of the collateral, as well as of any co-obligors, are exposed, prepared based on the Financial Statements attached in the manner provided by item 5.3 of Annex III-A of CVM Instruction No. 400/2003, accompanied by these same indicators updated solely and exclusively by the raising of resources that will take place through the offering, in order to allow visualization of the impact on the indicators of the debtor and the co-obligor (with the eventual default of the debtor) with the said raising. In this sense, indicators of the following types must be included in the Prospectus: (i) liquidity indices (for example: net working capital, current liquidity index, and quick liquidity index); (ii) activity indices (for example: inventory turnover, average collection period, average payment period, turnover of fixed assets, and turnover of total assets); (iii) indebtedness indices (for example: general indebtedness index, interest coverage index, and fixed payment coverage index); and (iv) profitability indices (for example: gross margin, operating margin, net margin, return on total assets, return on equity, earnings per share, price/earnings index).

2.1.16.13.10 Information on Debtors or Co-obligors
Considering the understanding manifested by the CVM Collegiate Body in a meeting dated 07/17/2018, within the scope of the registration request for a public offering of distribution of Certificates of Agricultural Receivables of the 1st series of the 17th issuance of Vert Securitization Company S.A. (CVM Process No. 19957.005037/2018-91), for the purpose of complying with item 5.3 of Annex III-A of CVM Instruction No. 400/2003, to art. 5 of CVM Instruction No. 414/2004, and to art. 11, § 2, of CVM Instruction No. 600/2018, we clarify that, if the limit of 20% referred to in the cited normative devices is exceeded by both the debtor and the co-obligor, the financial statements of both must be attached to the Prospectus, as such devices aim to ensure that the investor can evaluate all risk inherent to the operation, which passes through both the risk of the debtor and the risk of the co-obligor. In this situation, the investor would be exposed to the risk of the co-obligor after being exposed to the risk of the debtor, which is different from being exposed only to the risk of one or the other in isolation. In this sense, for CRA offerings to investors who are not considered as qualified, in accordance with current regulations, the provision of item III of art. 12 of CVM Instruction No. 600/2018 leads to the interpretation that, if there is a debtor or

coobrigado com exposição acima de 20% do total de CRA emitido, ambos devem cumprir, indistintamente, uma das duas alíneas deste mesmo artigo (“a” ou “b”), ou seja, ambos deverão ser companhia aberta ou instituição financeira ou equiparada.”.
2.1.17. Material Publicitário
The present section brings guidelines for the preparation of advertising material for public distribution offers.
Before providing such guidelines, given what has been identified during its Supervision activity, the SRE considers it relevant to make some specific reservations regarding the use of advertising material or dissemination and support material in cases of offers automatically exempted from distribution registration (COE offers, under restricted efforts, offers carried out in the crowdfunding structure, or still under the exemption provided for in art. 5º of CVM Instruction nº 400/2003). In this sense, in such offers, special attention is requested to the language employed as well as to the correct approach to risks related to the investment. It is worth noting that in the case of automatic exemption from registration, it is essentially presumed a particularly careful, diligent, and cautious performance by those involved in the offer. This is because there is no process of interaction with the CVM, characteristic of the registration analysis stage, interactions through which preventive adequacy to what the norm provides is sought, including regarding informational content to be provided to investors, a central pillar of the function of public offer registration. Furthermore, we highlight that with the issuance of CVM Deliberation nº 818/2019, the need for prior approval by the CVM of advertising material used in public distribution offers of securities submitted to registration was waived. Still, this section remains with the aim of guiding participants on the preparation of said advertising material, which we understand to be even more relevant in that the prior verification and approval of such documents by the SRE is waived.
2.1.18. Recommendations for the preparation of advertising material
2.1.18.1.1 For written materials (printed, sent by e-mail or available on websites)
That all advertising material, on all its pages, contain the following warning:
“READ THE PROSPECTUS AND THE REFERENCE FORM BEFORE ACCEPTING THE OFFER, ESPECIALLY THE RISK FACTORS SECTION” or “READ THE PROSPECTUS AND THE FUND REGULATIONS BEFORE ACCEPTING THE OFFER, ESPECIALLY THE RISK FACTORS SECTION”, as applicable, in order to fully comply with the provisions of §3º of art. 50 of CVM Instruction nº 400/2003. That the said text be located preferably at the bottom of the page of the advertising material and that such information be presented in a legible and prominent manner. That all advertising material contain, on all its pages, the banner “ADVERTISING MATERIAL”, in attention to the provisions of §3º of art. 50 of CVM Instruction nº 400/2003. That this banner be located, always, at the top and above any other content of the advertising material, in a prominent manner, preferably on a white background and black letters, and in a font size equivalent to, at least, 50% of the size of the largest font used on the page. That all advertising material inform the locations where the prospectus, the reference form and equivalent documents are available. Among these locations are the CVM, the issuer, the offeror, the leading intermediary institutions of the offer, and, when applicable, the environments or trading platforms of the securities to be distributed. That it also inform the complete electronic address, that is, the one that gives direct access to the Prospectus and the reference form, or explain, step by step, the way to perform such access. As provided in §2º of art. 50 of CVM Instruction nº 400/2003, that the advertising material be prepared in a calm and moderate language. In this sense, that the advertising material present, for example, the risk factors of the Offer in font size equivalent to that used in the favorable information to the Offer contained therein. Another example: if the favorable information to the Offer occupies seven pages of the advertising material and the risk factors section occupies seven pages of the prospectus, this section can be fully transcribed in the advertising material. However, if the advertising material has only two pages, it may be sufficient to include the titles of the risk factors, if self-explanatory, or a summary of the risk factors. The goal is thus to achieve a balance between “favorable” and “unfavorable” information in the advertising material. It is important to emphasize that the presentation of risk factors must be an integral part of the body of the advertising material, and cannot be placed in appendices or in any way that might suggest it is detached from the rest of the material. When the advertising material adopts the form of questions and answers, that it maintains a balance between favorable and unfavorable answers to the offer. In this sense, that it contain questions about the risk of the operation, such as “can I lose all the invested money?”, “how do I know all the risks of this investment?” etc.
2.1.18.1.2 For audio and video materials
The “radio spot” must be produced with a measured intonation, so as to allow the full hearing of the mandatory warning about the need to read the Prospectus and the reference form, especially the risk factors section. In the event of submission to the approval of the SRE, the material must be presented in text and also in audio. In this case, the recorded audio can be sent after the submission and approval of the written text. The same also applies to the commercial film for TV. It is highlighted that the audio of the film also deserves a measured intonation, so as to allow the full hearing of the mandatory warning about the need to read the Prospectus and the reference form or the fund regulations, especially the risk factors section. Preferably, this warning should also be displayed in writing in the film, in size, color and time sufficient for easy reading by viewers.
2.1.18.1.3 Other important information
When referring to target yield, that the advertising material contemplate, in a prominent manner, that this does not represent and nor should it be considered, under any hypothesis, as a promise, guarantee or suggestion of yield, given the provisions of article 38, item V, of CVM Instruction nº 209/1994, in article 36, items VIII and IX, of CVM Instruction nº 356/2001, in article 35, item VIII, of CVM Instruction nº 472/2008 and in article 43, item V, of CVM Instruction nº 578/2016. That the advertising material, even if not directly referring to target yield, comply with the provisions of this recommendation. That the advertising material not contain information that is not in the Prospectus or in the reference form, considering the provisions of §2º of art. 50 of CVM Instruction nº 400/2003. That the advertising material be sent to the CVM, in accordance with CVM Deliberation nº 818/2019 or for approval with its pieces individually identified (with name), in final layout and that we be informed in which media it will be broadcast (printed, site, newspaper, radio, TV, etc.). Also considered advertising material is the letter, e-mail, or any other means that will serve to forward it to investors. If submitted for approval, to facilitate the review of the advertising material by the CVM, the petition that forwards it must indicate the pages of the Prospectus and the reference form where the content presented in the advertising material is found. This procedure is also recommended in the case of forwarding provided for in CVM Deliberation nº 818/2019. That, in case of prior submission, the advertising material used not contain modification of form, color, letter size, arrangement of information, etc., when compared to that approved by the CVM. As established by the caput and §2º of art. 50 of CVM Instruction nº 400/2003, and also in a decision of the CVM Collegiate Board issued on 27/09/2011, within the scope of Process CVM RJ 2011/9865, it is not possible to use advertising material if the offer does not have a Prospectus, or if the Prospectus is not yet available in the mandatory locations. This rule is excepted for COE (Structured Operations Certificate) offers, CIC Hoteleiro (Collective Hotel Investment Contract) or “Condo-Hotel” offers, and Crowdfunding. The insertion of information about the offer in an internal newspaper or directed to employees of any institution related, directly or indirectly, to the offer, is considered advertising material, therefore subject to compliance with art. 50 of CVM Instruction nº 400/2003, to CVM Deliberation nº 818/2019 and observance of this Circular Letter. It is not considered advertising material that intended to inform the employees themselves about the differentiated way to adhere to the offer or the material used for sales team training provided it is not distributed. In case of prior submission of advertising material, we remind you that the provisions of §3º of art. 9º of CVM Instruction nº 400/2003,
to give agility to the approval of the advertising material by the CVM, establish that in compliance with the requirements formulated by the CVM the documents must be presented in two versions: the first with the marking of the alterations determined by the CVM, differentiated from those that do not arise from compliance with such determinations, and a second one without any marks. The use of advertising material on social networks, which allow comments that cannot be controlled by the offerors, is not permitted, which could eventually mislead investors.
2.1.18.2 Institutional Advertising
For the purposes of this Circular Letter, “institutional advertising material” is understood as all and any advertisements, commercials, advertising campaigns and other dissemination materials of the issuer's brand and not of its products, broadcast during the offer, in printed, electronic, digital and/or functional media, both for external dissemination and for internal dissemination in the issuer, by any means, such as newspapers, magazines, internet, open and/or subscription TV, radio, banners and billboards. It is up to the issuer, together with the leading intermediary institution, to carefully analyze each advertisement, commercial, advertising campaign and other materials of the issuer to be used during the realization of the offer, to verify if these can be classified as institutional advertising material, and evaluate the implementation of the additions described in the item below.

2.1.18.2.1 Inclusion of Warnings
The institutional advertising material must contain the following text at the end of its broadcast:
“The [name of the issuer or offeror] is carrying out a public distribution offer [primary and/or secondary] of [type of securities subject to the Offer] issued by its issuer (or issued by the [name of the issuer]) in a process of registration with the Securities and Exchange Commission. Read the Prospectus and the Reference Form before accepting the Offer, especially the Risk Factors sections.” We also recommend that the text have a font size equivalent to, at least, 50% of the size of the largest font used on the page and in bold. In the case of audiovisual institutional advertising material, that the text be displayed at the end of the advertisement, in size and time sufficient to allow easy reading by the public. In the case of audio advertising material, that the text be narrated at the end of the advertisement and in a measured manner, for easy comprehension by the public.
2.1.18.3 Deadlines and Procedures in case of submission of advertising material to
SRE prior to its use (not applicable in case of use of the exemption provided for in CVM Deliberation nº 818/2019) We recommend that all modalities of advertising material be sent to the CVM at once, both in the initial protocol and in the compliance with requirements, in order to give speed to its analysis.
The use of advertising material during the offer will depend on prior approval by the CVM, in accordance with the terms and deadlines set forth in article 50, §1º, of CVM Instruction nº 400/2003, which are:

10 (ten) business days, counted from the date of protocol of the advertising material, for public distribution offers of investment fund shares; and
5 (five) business days, counted from the date of protocol of the advertising material, for other offers.
It is important to alert that support documents for presentations offered to investors (“support material” provided for in art. 50, §5º of CVM Instruction nº 400/2003) must not present the same content as advertising materials under analysis at the CVM, being prohibited the use of material not yet approved under any circumstances. It is worth noting that the subsequent approval of the advertising material would not exempt the irregularity practiced in the eventual distribution to potential investors of the support material that contains advertising material pending approval, remembering that the distribution of support material is prohibited.

The SRE understands that the advertising material must be presented for approval during the period of analysis of the registration request for the offer. Repeated sending of advertising material within the scope of the same offer is not expected, especially after the granting of its registration, considering the difficulties imposed for its subsequent analysis and eventual developments in the distribution schedule and eventual modification of the offer, generating rework and potentially implying update of the Prospectus and the reference form. The advertising material cannot be used while it has not been approved by the CVM, as established in the caput of art. 50 of CVM Instruction nº 400/2003. It must be observed that in accordance with art. 59 caput and item VIII, it is considered a serious offense the broadcasting of advertising material without prior approval by the CVM or in disagreement with the provisions of CVM Instruction nº 400/2003.
2.1.18.4 Exemplary models of advertising materials considered by the SRE
compliant with the provisions of CVM Instruction nº 400/2013 In Annex 1 to this letter we present the following models:
a. Model I - Presentation of the offer on the websites of intermediary institutions, where there should be links to the reservation request and to the prospectus, with the access to the reservation request remaining blocked until the investor accesses the prospectus; b. Model II - Text for dissemination of the offer by e-mail to potential investors; and
c. Model III – Summary information sheet containing an objective description of the
main aspects/attributes of the security subject to the offer to be forwarded by e-mail.
We consider the use of the aforementioned exemplary models, in the way they are presented in this Circular Letter, compliant with the provisions of art. 50 of CVM Instruction nº 400/2003, without prejudice to the possibility of using different advertising materials, without the need for prior approval by the CVM, as currently provided for in CVM Deliberation nº 818/2019. We highlight that the use of Models II and III necessarily presupposes the use of Model I, that is, for the forwarding of e-mail to potential investors to be considered compliant, it will be necessary to present the offer on the websites of the senders. If the document known as “take one” is also used, it must be made available, in accordance with Model I, on the websites of all intermediary institutions participating in the offer that use the said model.

Regarding Model III, considering that the sheet provides summarized and only factual information about the security subject to the offer, it must strictly observe the versions constant in this Circular Letter, according to the respective security. In the fields that do not contain brackets for filling in factual information, lists with exhaustive alternatives for selection must be used, as pointed out in the columns to the right of each version of Model III. If any characteristic of a particular offer cannot be framed in the existing alternatives in the model, the advertising material must be submitted to the CVM for approval. The SRE will understand that the use of the aforementioned models, without any alteration in its structure, nor addition or reduction of information beyond the insertion, in the indicated location, of the logos of the intermediary institution and the issuer of the securities, meets the provisions of article 50 of CVM Instruction nº 400/2003, which establishes that the advertising material must (i) be expressly identified as such, (ii) be prepared in calm and moderate language, (iii) warn its readers about the risks of the investment and (iv) recommend, with letters notably larger than those used in the rest of the text, careful reading of the Prospectus before accepting the offer. Finally, we remind you that the leading institution of the distribution will remain jointly responsible for compliance, by the intermediary institutions it hires, of the provisions of CVM Instruction nº 400/2003, especially its art. 50, therefore, it must effectively control the use of advertising material by its contractors.
2.2. Shares and Debentures
2.2.1. Fixation of share price in IPO below the published range
The CVM Collegiate Board, in a meeting on 22/05/2012, deliberated that in initial public distribution offers of shares (IPO), in the event of price fixation at a value lower than 20% of the published price range, the offer coordinators must make immediate disclosure of the occurrence in the announcement of the start of the IPO, in a prominent place, and give retail investors the possibility to withdraw from the IPO. The SRE understands that, in this case, the same procedures and deadlines provided for in the caput and sole paragraph of art. 27 of CVM Instruction nº 400/2003 must be used, proceeding to immediate disclosure of the information by means at least equal to those used for the own dissemination of the offer, and direct communication to investors who have already adhered to the offer. In the Prospectus of the IPO offer, clear information must appear in the appropriate sections about the procedure that will be adopted on the day of publication of the announcement of the start of the offer, if the price is fixed at a value lower than 20% of the published price range, including specific risk factor.
2.3. Investment Funds
2.3.1. Private distribution of closed-end investment fund shares
After consultation made by the SRE, within the scope of Process SEI n.º 19957.003689/2017-18, the Collegiate Board decided, in a meeting held on 30/10/2018, that the CVM has competence to grant to closed-end investment funds, that invest in securities, the registration for trading of their shares in regulated securities markets (“Issuer Registration”), provided for in article 21 of Law nº 6.385/1976, once their shares are securities in accordance with article 2º, item V of said Law, regardless of the public or private form of placement of their shares. This decision modified the understanding embodied in the Decision of the Collegiate Board, within the scope of Process CVM RJ 2005-2345, in a meeting held on 21/02/2006, in which it was deliberated that it was not possible for the CVM to grant registration to any fund in which the administrator intended to place its shares privately. In the most recent decision, there was a deliberation pointing out that even if the distribution occurs exclusively privately, such funds are under the regulation of the CVM, since the admission of their shares to trading in regulated securities markets legitimizes the performance of the autarchy. The cited decision excludes: (a) funds that do not invest in securities (FIDC) and (b) real estate investment funds (FII), given that, if no public offer occurs, such funds do not even qualify as issuers of securities. Real estate investment funds must carry out the distribution of their shares initially in a public manner, in compliance with the provisions of article 1º of Law nº 8.668/93 and, once the first public offer of shares is carried out, nothing prevents subsequent placements from occurring privately. Other guidelines from the Collegiate Board on the subject will be studied and should be introduced in the regulation upon the reform of public offer regimes.
2.3.2. Destination of resources from offers of shares of Structured Funds in situation of
conflict of interest
It is observed in the structures of public distribution offers of shares of structured funds, notably FII and FIP, the growing use of proxy instrument, offered for grant, by the subscriber of the shares, at the moment of manifestation of its investment, with a view to facilitating deliberation in shareholders' meetings of operations

that involve a conflict of interest between the fund and the administrator, manager, or specialized consultant.

Notably, such structuring has been employed when the destination of resources from the public distribution offer involves the acquisition of assets held or issued by any persons considered related under the respective instructions (CVM Instruction No. 472/2008, in the case of FII, and CVM Instruction No. 578/2016, in the case of FIP), acquisitions that must be submitted to prior, specific, and informed approval within an assembly to be held among the unitholders, including those who contributed the resources that will be allocated in operations involving conflicts of interest.

Regarding this, the Collegiate Body of this CVM, in a meeting held on 05/28/2019, presented a statement, transcribed below, on the occasion of reviewing an appeal against a decision by the SRE, regarding requirements in the public distribution offer of shares of the HSI Malls Real Estate Investment Fund (HSI Malls Fundo de Investimento Imobiliário) (SEI Process 19957.003280/2019-55), which should be observed in registration requests for distributions containing similar structures:

the Collegiate Body did not see artificiality regarding the granting of a power of attorney at the moment of subscribing to the shares, in light of the peculiarities and safeguards proposed by the Appellants, in the sense that the power of attorney: (i) will not be mandatory (but rather optional); (ii) will be granted under a suspensive condition (i.e., that the grantors become unitholders); (iii) will not be irrevocable and unrevocable; (iv) will ensure the possibility of voting against the proposal to acquire the Target Assets (including with segregated voting guidance per asset); and (v) will be granted by an investor who had access, before granting the power of attorney, to all necessary informational elements for the exercise of the vote, as set forth in the prospectus, in the evaluation report(s) issued by independent third parties, in the “Voting Exercise Manual” and in the other documents of the Offer.

[...]

Furthermore, as an improvement to the aforementioned safeguards, the Collegiate Body considered it pertinent that it be ensured (i) that there is an express reference in the power of attorney to the conflict of interest to be discharacterized with the approval by the general assembly of unitholders to be convened and to the respective informational content that describes it in the prospectus; (ii) that it is explicitly stated that the power of attorney may be revoked at any time until the assembly is held; and (iii) that the grantee cannot be the manager itself or a related party, recommending, furthermore, that the offer documents seek to encourage, as much as possible, the participation of unitholders in the assembly.

Notwithstanding, in cases of real estate investment funds whose operations to be carried out in a situation of conflict of interest involve the acquisition of financial assets, the specific and informed nature of the assembly that will deliberate on the investment in conflict of interest tends to be unfeasible for each particular operation, given the operational dynamics of such negotiations, which differs greatly from the acquisition of non-financial real estate assets.

In this sense, the technical area responsible for monitoring structured funds (DLIP - Division of Listed and Participating Funds) has already expressed understanding that the establishment of adequately delimited eligibility criteria for the trading of financial assets in a situation of conflict of interest and their submission to a single assembly, and not to each acquisition, does not confuse with the prior approval of such operations, a hypothesis that is prohibited.

In such cases, when using the power of attorney to be offered to investors within the framework of a public distribution offer of shares, eligibility criteria may be included in it, provided they are adequately delimited, to be observed in the acquisition of assets in a situation of conflict of interest, subsidizing the future decision-making on the matter, in a unitholder assembly convened for this purpose.

Still on the issue, we have verified another way of treating the subject by administrators, namely the holding of a prior assembly to the offer in which the acquisition of conflicted financial assets is deliberated, with the approval of eligibility criteria for such operations.

In this context, we point out that the perennial nature of the deliberation on the acquisition of financial assets in a situation of conflict of interest based on eligibility criteria, unlike the deliberation approving the acquisition of a specific non-financial asset, ends up bringing, potentially, effects during the life of a structured investment fund. Note that, ultimately, a public distribution offer could occur in which new subscribers were unaware of a relevant aspect of the fund's investment policy, namely the possibility of acquiring assets in a situation of conflict of interest, even if prohibited by Law (art. 12, VII of Law No. 8.668/1993) and which can only be waived with a qualified quorum in a unitholder assembly (art. 18, XXI and art. 20, § 1º of CVM Instruction No. 472/2008).

It should be noted that such deliberation means, at minimum, relevant informational content for the offer's audience, and may even not be capable of producing effects after the offer, according to the understanding of the DLIP, in that if there is a significant change in unitholders or net equity, there would be a need for ratification, after the offer, of an approval deliberated previously.

It is worth highlighting the understanding of the DLIP in the sense that it is irregular the deliberation in assembly that promotes the insertion in the bylaws of the prerogative to acquire assets in a situation of conflict of interest. In the same line, we understand that it is not possible for the deliberation to provide for the approval of the acquisition of assets in such situation for the entire duration of the fund.

Thus, we alert that issuers include in the Prospectus the eventual existence of prior approval for the acquisition of financial assets in a situation of conflict of interest, pointing out in what terms such approval was granted, notably indicating the eligibility criteria for the acquisition and also the quorum with which such matter was approved. Furthermore, if there is such prior approval, inform the possibility that, after the offer, ratification of such approval may be necessary.

We understand that such information must be included in the “Offer Summary” section with cross-reference to the risk factor that addresses the subject in the “Offer Risk Factors” section.

2.3.3. Possibility of a distribution period of up to 2 years in FIDC offers

In the Decision of the CVM Collegiate Body within the scope of CVM Process No. RJ-2007-11393, which authorized the extension of the distribution period of the Ourinvest FIDC Financeiros – Suppliercard (“Fundo Ourinvest”) to 2 years, following the vote of the Reporting Director, the Collegiate Body considered, for this concession, the decision within the scope of CVM Process No. RJ2005-3975, which dealt with an appeal filed by the Urbanization Municipal Company (EMURB), representative of the Municipality of São Paulo regarding the Faria Lima Consortium Urban Operation, against a decision by the SRE, which denied a request to extend the period of the public distribution offer of Certificates of Additional Construction Potential – CEPAC.

In that precedent, a period of 2 years was attributed for the distribution of CEPAC having in view that the period of 6 months for the conclusion of the issuance was considered insufficient.

It was also clarified that the CEPAC were a pioneering title and still little disseminated, being reasonable that the distribution period be longer for the first two unique cases of CEPAC issuance registered with the CVM.

As for the precedent of the Ourinvest Fund, the Reporting Director of that case voted favorably to the extension of the public distribution offer period of shares of the Fund's issuance up to 2 years “having in view the analogy to the CEPAC distribution period, according to the Collegiate Body's decision, and to standardized debentures provided for in CVM Instruction No. 404/04”, further allowing the SRE to treat similar cases of open FIDCs framed in the category provided for in §§1º and 2º of art. 21 of CVM Instruction No. 356/01.

Thus, within the faculty granted to the SRE above, and by analogy with the CEPAC distribution precedent, when intending to carry out a public distribution offer of open FIDC shares with a distribution period of up to 2 years, justifications must be presented along with the registration request for such offer that demonstrate that the distribution of shares in 6 months would be insufficient.

Such justifications must consider the grace and redemption periods involved in the offer, which, in order to be entitled to a distribution period of up to 2 years, must represent for the operation “high risk and difficult to measure due to the interruption of the application flow”, “given that the redemption flow would not be interrupted in this period”.

In this sense, we understand that in offers whose grace and redemption periods summed are greater than 6 months, there would not, in principle, effectively be a cash outflow during the distribution period provided for in the regulation (of 6 months), or during any analysis of a new offer registration request.

Said this, we understand that open FIDCs with grace and redemption periods that, when summed, result in a value greater than the distribution period provided for in the applicable regulation of 6 months do not fit into the main concern expressed through the Decision of the Collegiate Body issued within the scope of CVM Process No. RJ-2007-11393, a concern that can be verified through paragraphs 41 and 55 of the vote of the then Director Durval Soledade, in the following terms:

“41. Furthermore, the possibility of occurrence of unforeseen events in obtaining the successive distribution registrations represents high risk and difficult to measure due to the interruption of the application flow. Given that the redemption flow would not be interrupted in this period, the mismatch between cash inflows and outflows would tend to generate losses or even determine the liquidation of the fund. (...)

However, the simple extension of the period does not contain an unequivocal solution in the face of the Appellant's needs - of mechanisms that ensure a firm flow of resources - nor is the suggestion brought by the SRE safe.”

2.3.4. Portfolio Administrator acting with a distributor

The portfolio administrator of securities, a legal entity, may also act in the distribution of shares of investment funds of which it is administrator or manager, provided it complies with the dictates of art. 30 of CVM Instruction No. 558/2015.

The portfolio administrator that is not an institution authorized to operate by the Central Bank of Brazil cannot hire an autonomous investment agent, hire another institution, or lead a pool to distribute shares of investment funds.

The authorization established by the cited Instruction had two main benefits as its objective: (i) to allow direct contact between those responsible for portfolio administration, the greatest understanders of the characteristics of the funds managed by the institution, and clients, interested in understanding the investment vehicles in which they intend to invest; (ii) to reduce distribution costs of shares of funds managed by a portfolio administrator that is not an institution authorized to operate by the Central Bank.

In light of such rationale, within the scope of public offers of shares of closed investment funds that have retail investors as the target audience, the understanding of the SRE is in the sense that the participation, as a lead intermediary institution, of portfolio administrators of securities, that is not an institution authorized to operate by the Central Bank of Brazil, does not cohere with the practice of such distribution offers, given that the size inherent to such offers would imply greater obstacles to the observation, by these administrators, of the duties of the lead intermediary and also considering that the hiring of third-party intermediaries, in a distribution pool, would invalidate the presupposition of allowing isolated actuation in the distribution of shares of funds of which it is manager/administrator.

Furthermore, in the case of distribution offers that have qualified, professional investors, or even offers carried out under restricted efforts, as the target audience, the SRE understands that the actuation of portfolio administrators of securities that are not financial institutions is possible only in cases where there is no distribution pool, i.e., when the portfolio administrator is the lead intermediary, without, however, the subcontracting of other intermediaries.

No prejudice is seen in the situation where the portfolio administrator, that is not a financial institution, acts as a contractor of a financial institution that leads a distribution pool, regardless of the target audience of the offer. In this hypothesis, the objective of allowing greater contact between the manager/administrator and final investors would be met while, in principle, the cost structure of an offer distributed through a distribution pool would not be negatively affected by the hiring of the portfolio administrator vis-à-vis any other intermediary.

In the case where the distribution takes place in an offer with restricted efforts, the communication regarding the start and end of the offer, in accordance with art. 7-A and art. 8 of CVM Instruction No. 476/2009, must be sent via system, as per section 19 below, using the CVMWeb password of the distribution director indicated in the registration.

2.3.5. Waiver of the requirement provided for by art. 55 of CVM Instruction 400 in Infrastructure FIP offers that include Closed Complementary Pension Entities (EFPC) and/or Own Social Security Regimes (RPPS) in their target audience

In registered offers of Infrastructure FIP, there is the possibility of obtaining a waiver of the rule contained in article 55 of CVM Instruction No. 400/2003 regarding the priority allocation of the Offer's shares to the Manager and/or Persons Linked to the Manager, in order to comply with regulatory requirements of EFPC and RPPS, provided for respectively in arts. 23, § 2º of CMN Resolution 4.661 and art. 8º, §§5º and 6º of CMN Resolution 3.922. Such waiver may be granted by the SRE based on the delegation of competence carried out by the Collegiate Body in decisions dated 12/10/2019 and 10/13/2020, within the scope of CVM Processes No. 19957.009498/2019-13 and 19957.005801/2020-42 respectively, and such waiver is linked to cases of FIP share offers that contain in their bylaws the determination that the manager or managers linked to their respective economic group maintain, at minimum, 3% or 5% of the subscribed capital of the fund with a view to the classifications provided for in art. 23, § 2º, of CMN Resolution No. 4.661/18, or in art. 8º, § 5º, item II, letter “d”, of CMN Resolution No. 3.922/10, respectively.

2.4. Securitization

2.4.1. CRI and CRA backed by credits considered real estate or credit rights considered agribusiness by destination

Based on precedents analyzed by the CVM Collegiate Body over time, notably within the scope of CVM Processes No. 19957.000587/2016-51 (Collegiate Body decision of 08/16/2016, Cyrela case) and 19957.001669/2016-13 (Collegiate Body decision of 08/30/2016, Burger King case), it has become possible to issue CRI and CRA backed respectively by credits considered real estate and by credit rights considered agribusiness due to the destination of resources originating from the issuance of such titles. In turn, the newly issued CVM Instruction No. 600/2018 incorporated into its text certain aspects contained in such precedents. We consider it relevant to highlight, from both the precedents and the cited Instruction, some of the specific requirements to be observed in offers with this type of backing.

CRIs backed by credits considered real estate in their destination will be those in which cumulatively:

i. an exhaustive list of the real estate properties to which the resources originating from the issuance will be destined is included in the offer documentation, thereby configuring the link provided for in item I of art. 8º of Law No. 9.514/1997;

ii. the obligation of the Fiduciary Agent to verify, throughout the period of the CRI (at least semi-annually), the effective direction of the entire amount obtained with the issuance to the aforementioned real estate properties is included in the offer documentation, and the Fiduciary Agent must commit to exert its best efforts to obtain the necessary documentation in order to proceed with the verification of the destination of the Offer's resources;

iii. information about the deadline for the effective destination of the resources obtained through the issuance is included in the offer documentation, which must be at most the maturity date of the CRI, with the certainty that, in case of the possibility of early redemption or maturity, information must also be inserted in the Offer documentation that the obligations of the Debtor and eventually of the Fiduciary Agent regarding the destination of resources persist until the original maturity of the CRI or until the destination of the total amount of resources is effected;

iv. an indicative schedule (amounts and dates) of the destination of the resources obtained through the issuance to the linked real estate properties is included in the offer documentation, precisely defining a percentage, relative to the total value raised in the offer, that will be destined to each of the aforementioned real estate properties. Such indicative schedule must contain information about the general prediction of the destination of resources originating from the offer at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

v. information is included in the offer documentation that any alteration regarding the percentage of the resources obtained with the issuance to be destined to each of the linked real estate properties must be preceded by an amendment to the Securitization Term, as well as to any other document that may be necessary;

vi. the capacity to destination to the linked real estate properties the entire amount of resources that will be obtained with the issuance, within the period of the CRI, is demonstrated, taking into account, for such, the amount of resources spent up to the moment, the need for remaining resources of each of the aforementioned real estate properties, as well as the destination of resources already programmed for such real estate properties due to other CRIs already issued;

vii. in offers directed to investors in general, qualified or not, carried out in accordance with CVM Deliberation No. 772/2017, in which the debtor of the backing must be a publicly-held company, the offer documentation must contain a hypothesis of early redemption in case of incorporation of the debtor of the backing by a company that is not publicly-held;

viii. if the resources originating from the offer are destined, in whole or in part, to the reimbursement of expenses of a real estate nature, such expenses must have been incurred at most in the 24 months preceding the end of the distribution, as well as being directly pertinent to the acquisition, construction and/or renovation of specific real estate properties previously identified in the offer documentation, in accordance with the Decision of the CVM Collegiate Body of 07/02/2019, within the scope of CVM Process No. 19957.001522/2017-12. Furthermore, in this specific case, a declaration from the securitizer certifying that the expenses to be reimbursed are not linked to any other CRI issuance backed by real estate credits in destination must be forwarded. It is clarified, furthermore, that the 24-month period in question refers only to the date when such expenses were incurred, regardless of the date when the contractual relationship that gave rise to the aforementioned expenses was constituted, as clarified by the CVM Collegiate Body in a decision dated 10/08/2019, within the scope of CVM Process No. 19957.008097/2019-46;

ix. if there is the possibility of inserting, during the validity of the CRI, new real estate properties to be objects of resource destination, in addition to those initially provided for in the Securitization Term, such possibility must be provided for in the Securitization Term and in the other documents of the Offer, as well as the information about the need for this insertion to be approved by the holders of CRI and the minimum quorum required.

CRAs may, in accordance with ICVM No. 600/2018, be backed by agribusiness credit rights, thus considered by their destination, in the following situations, which must observe the following:

A. When the agribusiness credit rights are constituted of debt titles issued by third parties, linked to an existing commercial relationship between the third party and rural producers or their cooperatives, in accordance with item II of § 4º of art. 3º of ICVM No. 600/2018:

i. an express provision is included in the offer documentation that the resources originating from the issuance will be destined exclusively to rural producers, or their cooperatives, forwarding an exhaustive list of the aforementioned rural producers, or their cooperatives to the CVM, to the Fiduciary Agent and to the issuer, proving the condition of rural producer, or of rural producer cooperative, of all those who are related as such in the offer documentation;

ii. the contracts or other valid documents between the third parties and rural producers or their cooperatives are presented, in amounts and periods compatible with those of the CRA issuance;

iii. the condition of agricultural product, agricultural input, or machinery and equipment used in the agribusiness activity of all the products involved in the businesses carried out between rural producers, or their cooperatives, and third parties, businesses to which the resources originating from the offer will be destined, is justified;

iv. the obligation of the Fiduciary Agent to verify, throughout the period of the CRA (at least semi-annually), the effective direction of the entire amount obtained with the issuance to the businesses carried out between rural producers, or their cooperatives, and third parties is included in the offer documentation, and the Fiduciary Agent must commit to exert its best efforts to obtain the necessary documentation in order to proceed with the verification of the destination of the Offer's resources;

v. information about the deadline for the effective destination of the resources obtained through the issuance is included in the offer documentation, which must be at most the maturity date of the CRA, with the certainty that, in case of the possibility of early redemption or maturity, information must also be inserted in the

Offering documentation information that the obligations of the Debtor and, potentially, the Fiduciary Agent regarding the allocation of resources persist until the original maturity of the CRAs or until the allocation of the total amount of resources is effected;

vi. an indicative schedule (amounts and dates) of the allocation of resources obtained through the issuance to businesses carried out between rural producers, or their cooperatives, and third parties be included in the offering documentation. Such indicative schedule must contain information on the forecast of general allocation of resources from the offering at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

vii. the capacity to allocate to businesses carried out between rural producers, or their cooperatives, and third parties, within the scope of contracts or other documents formalizing such businesses, the entire amount of resources that will be obtained with the issuance, within the term of the CRAs, be demonstrated, taking into account, for this purpose, the amount of resources spent to date, as well as the allocation of resources already programmed due to other CRAs already issued, within the scope of such contracts;

viii. in offerings directed to investors in general, qualified or not, carried out under the terms of art. 12 of CVM Instruction No. 600/2018, in which the debtor of the collateral must be a publicly held company, the offering documentation must include the possibility of early redemption in case of incorporation of the collateral debtor by a company that is not publicly held.

Under the terms of the Collegiate Board Decision of 22/01/2019, within the scope of CVM Process No. 19957.009605/2018-22, it was clarified that the leasing of agricultural machinery and equipment to rural producers may be considered as allocation of resources for the purposes of CRA issuance backed by debt instruments issued by third parties, under the terms of item II of § 4 of art. 3 of CVM Instruction 600/2018, with allocation of resources under the terms of § 7 of the same article.

B. When the agribusiness credit rights are constituted by debt instruments issued by rural producers or their cooperatives, under the terms of item III of § 4 of art. 3 of CVM Instruction No. 600/2018:

i. proof of the status of rural producer, or rural producer cooperative, of all those issuing the debt that will compose the collateral for the CRAs be included in the documentation;

ii. a description of the activities of the rural producers, or their cooperatives, to which the resources from the CRA issuance are destined, which must fall within the production, marketing, processing, and industrialization activities comprised in the caput and items of art. 3 of CVM Instruction No. 600/2018, be included in the offering documentation;

iii. the status of agricultural/livestock product, agricultural input, or machinery and equipment used in the agricultural activity of all products involved in the activities to which the resources from the offering are destined be justified;

iv. in the case of CRA backed by agribusiness credit rights considered as such by their destination, it is recommended that the offering documentation include the obligation of the Fiduciary Agent to verify, throughout the term of the CRAs (at least semi-annually), the effective direction, by the rural producers or their cooperatives, of the entire amount obtained with the issuance to their production, marketing, processing, and industrialization activities comprised in the caput and items of art. 3 of CVM Instruction No. 600/2018, and the Fiduciary Agent must, in this case, commit to using its best efforts to obtain the necessary documentation to proceed with the verification of the allocation of resources from the Offering;

v. information on the deadline for the effective allocation of resources obtained through the issuance, which must be no later than the maturity date of the CRAs, be included in the offering documentation, with the understanding that, in the event of the possibility of early redemption or maturity, information must also be inserted in the Offering documentation that the obligations of the Debtor and, potentially, the Fiduciary Agent regarding the allocation of resources persist until the original maturity of the CRAs or until the allocation of the total amount of resources is effected;

vi. in the case of CRA backed by agribusiness credit rights considered as such by their destination, it is recommended that the offering documentation include an indicative schedule (amounts and dates) of the allocation, by the rural producers or their cooperatives, of the resources obtained through the issuance to their production, marketing, processing, and industrialization activities comprised in the caput and items of art. 3 of CVM Instruction No. 600/2018. Such indicative schedule must contain information on the forecast of general allocation of resources from the offering at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

vii. the capacity of the rural producers or their cooperatives to allocate to their production, marketing, processing, and industrialization activities comprised in the caput and items of art. 3 of ICVM No. 600/2018 the entire amount of resources that will be obtained with the issuance, within the term of the CRAs, be demonstrated, taking into account, for this purpose, the amount of resources spent to date, as well as the allocation of resources already programmed due to other CRAs already issued, within the scope of such activities;

Furthermore, we request that all information provided pursuant to the above be inserted in the same manner in the main offering documents, at minimum, in the Prospectus, in the Securitization Agreement, and in the document that formalizes the real estate credit (in the case of CRI) or the agribusiness credit right (in the case of CRA), always in the section dealing with the allocation of resources from the offering.

2.4.2. CRAs with dispersed collateral

Under the terms of the Collegiate Board Decision of 21/05/2019, within the scope of CVM Process No. 19957.000395/2019-98, it was clarified that CRA issuances that have dispersed collateral, where there is the linkage of a large number of rural producers to the point that the prior verification of the rural producer status of each of them becomes disproportionate, such verification does not need to be done in its entirety, provided that: (i) the offering documentation provides that the securitizer will be responsible for the effective linkage of rural producers to the credit rights collateral of the operation; (ii) the products or inputs involved in the transactions that originated the credit rights collateral of the operation are of integral use in agricultural production; and (iii) the assignors involved in the operation declare that all their clients linked to the credit rights collateral of the operation who are not distributors are rural producers.

Furthermore, it is worth noting that the unnecessary prior verification, by the securitizer, of the rural producer status of all those considered as such within the scope of the operation does not remove the responsibility of the issuer and the lead coordinator of the offering, under the terms of art. 56 of CVM Instruction 400/2003, for the “truthfulness, consistency, quality, and sufficiency of the information provided”, which would include the rural producer status of all those considered as such in the offering documentation.

Finally, it is worth highlighting that, in these cases, the Offering Prospectus must inform the procedures adopted by the securitizing company – such as verification by sampling – or other circumstances considered by it to attest to the adequacy of the CRA collateral to be distributed, thereby demonstrating its diligence and responsibility for the regularity of the securitization operation of credit rights.

Additionally, risk factors must include, if applicable, considerations regarding the effectiveness of the procedures adopted by the securitizer in this regard.

2.4.3. Possibility of issuing CRI with collateral in credits guaranteed by fiduciary alienation of real estate property

Under the terms of the Collegiate Board Decision of 16/01/2018, which by majority granted a remedy against the understanding of the SRE, within the scope of the request for registration of the public distribution offer of Real Estate Receivable Certificates from series 62nd and 63rd of the 1st issuance of Barigui Securitizadora S.A. (CVM Process No. 19957.008927/2017-73), it was deliberated that “the loan to natural persons with an adjunct pact of fiduciary alienation of real estate as guarantee constitutes a real estate credit in its origin, since the owner derives economic benefit from his property, through the granting of real guarantee, to obtain resources at reduced costs. Furthermore, in this type of loan, the linkage of the alienation value of the property to the satisfaction of the credit is verified, since the creditor has the security of receiving the due installment from the product obtained with the execution of the guarantee, in case of default.”

The CVM Collegiate Board also emphasized that, “in the case under analysis, the relevance of this loan to the real estate market is evidenced by the fact that the originator is a mortgage company, part of the Real Estate Financial System (Law 9.514, art. 2) and the Housing Financial System (Law No. 4.380/1964, art. 8, VI), whose typical object is the granting of loans and financing guaranteed by fiduciary alienation of real estate property (CMN Resolution No. 2.122/1994, art. 3, II). Thus, by allowing the loan to serve as collateral for the issuance of the CRI, it contributes to the expansion of activities performed by this participant of the real estate market.

Moreover, the admission of this type of loan as CRI collateral is consistent with the understanding being adopted by the Central Bank of Brazil and the National Monetary Council regarding the qualification of real estate credit, as seen in BACEN Circular No. 3.614/2012, relating to the real estate letter of credit – LCI, and CMN Resolution No. 4.598/2017, which regulated the guaranteed real estate letter – LIG.

It is, therefore, an interpretation of the concept of real estate credit that promotes regulatory coherence between the different resource-raising instruments used within the real estate market.”

Based on the Decision in question, we understand that credits guaranteed by fiduciary alienation of real estate property may constitute CRI collateral, provided that:

i. Such credits are guaranteed by real estate property since their origination, demonstrating “that the owner derives economic benefit from his property, through the granting of real guarantee, to obtain resources at reduced costs”;

ii. Such credits have as originator and assignor an institution integrated into the Real Estate Financial System, under the terms of art. 2 of Law No. 9.514/97, thereby contributing, in this way, “to the expansion of activities performed by this participant of the real estate market”, as well as in consonance “with the understanding being adopted by the Central Bank of Brazil and the National Monetary Council regarding the qualification of real estate credit, as seen in BACEN Circular No. 3.614/2012, relating to the real estate letter of credit – LCI, and CMN Resolution No. 4.598/2017, which regulated the guaranteed real estate letter – LIG”; and

iii. The real estate guarantee covers the total value of the credit that is being used as collateral in the CRI issuance.

2.4.4. Transfer to the Securitizer of the credits that will compose the collateral in CRI and CRA operations

We alert that the issuance and distribution of CRI and CRA must be preceded by the effective transfer to the Securitizer of the credit rights that collateralize them, that is, all conditions for the perfection of the transfer of the credit rights collateralizing the CRI and CRA to the Securitizer must be observed prior to the issuance and distribution of the aforementioned securities, as well as to the registration of the Offering by the CVM, and the contract that formalizes such transfer and the other offering documents must reflect this understanding.

Regarding this, it is worth noting that CVM Instruction No. 600/2018 began to admit the possibility of direct subscription by securitizers of the credits that will compose the collateral, notably through § 6 of art. 3. The introduction of such provision had the purpose of meeting a request from securitizing companies to simplify the product structure and reduce compliance costs.

In addition to such provision, in the edition of CVM Instruction No. 600/2018, provisions were introduced, both in this Instruction (art. 17, item I) and in CVM Instruction No. 414/2004 (art. 16-A), that signal the possibility of direct subscription or acquisition of credit in the structuring of both CRA and CRI.

Thus, it can be interpreted that the regulations for public offerings of CRAs and CRIs began to provide for the exceptionality of structuring the securitization operation without the act of assignment of the credits that compose the collateral of the certificates. In such cases, the provision contained in both CVM Instruction No. 414/2004 and Law No. 9.514, of 1997, regarding the identification of the act of assignment, can be interpreted in such a way that its application occurs when the assignment is an act integrated into the securitization operation.

2.5. Other Securities

2.5.1. Investment Certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematic works (“CAV”)

CVM Resolution No. 6/2020 (“CVM Resolution 6”) was issued in 2021, which revoked CVM Instruction No. 260 (CVM Instruction 260). Based on such norm, public distribution offerings of CAVs now benefit from automatic registration exemption through the disclosure on the website of the issuing company and the lead intermediary of the Essential Information Document – DIE, as per art. 9 of the aforementioned Resolution. Furthermore, the issuing company must prepare the reports provided for in the aforementioned Resolution semi-annually, according to annexes A, B, and C, disclosing them on its website.

We emphasize that the registrations granted under the auspices of CVM Instruction 260 are all with expired distribution periods, therefore no longer serving to support any public distribution of CAVs. In this way, there is no need for a request for cancellation of distribution registration or cancellation of quotas, and new distributions are exempt from registration, under the terms of CVM Resolution 6.

Thus, there are no obligations regarding the old distribution registration obtained under the auspices of CVM Instruction 260, if there was no subscription of quotas within the scope of public offerings of CAVs. For projects that carried out fundraising, the informational requirements under CVM Resolution 6 remain valid.

2.5.2. Discontinuation of BDR program

CVM Instruction No. 361/2002 does not apply to the procedure for discontinuation of BDR programs.

CVM Instruction No. 585/2017 instituted the obligation that requests for cancellation of the BDR program registration, to be appreciated by the SRE according to the analysis periods applicable to requests for registration of public distribution offerings, be accompanied by a declaration from the entity administering the organized over-the-counter market or stock exchange where the certificates are traded, attesting to compliance with the procedures established by it for the discontinuation of the program. Furthermore, it began to provide that the SRE may request other documents and additional information to support the analysis of the cancellation request.

It is worth remembering that previously, the procedures for discontinuation of Level II and Level III BDR programs (which involve foreign issuers registered) needed to be previously approved by the CVM. Based on the new model, the procedure provided for in item 6.6.7 of the B3 “Issuer Manual” (http://www.bmfbovespa.com.br/lumis/portal/file/fileDownload.jsp?fileId=8AA8D0975F0E0FCA015F3A9AE2DE3E2A) must be observed. The administering entity must monitor the program discontinuation procedure and – at the end of the process – will send a declaration to the CVM that the depositary institution complied with the procedures established by it.

In exceptional and justified situations, the depositary institution or the Foreign Issuer, as the case may be, may submit to B3 approval procedures and differentiated conditions for the discontinuation of the BDR Program, from those cited in the caput of item 6.6.7 referenced. Such procedures, when they do not involve an Unsponsored Level I BDR program, must be submitted to the CVM for approval.

2.6. Crowdfunding

2.6.1. Distribution offerings carried out through Crowdfunding

In 2017, CVM Instruction No. 588/2017 was issued, establishing a new normative framework for public offerings of securities issued by small business companies, automatically exempt from registration of distribution offerings, carried out through crowdfunding operations. Such instruction revoked the provision existing in CVM Instruction No. 400/2003 (art. 5, item III), of automatic exemption for the case of issuance by small and micro-enterprises, as defined by law, through which such offerings were then classified.

It is important to note that, whereas the previous discipline brought the legal concept of small and micro-enterprise, the new Instruction defines the concept of small business company, which must apply to all offerors who raise funds through the Instruction in question.

Furthermore, it is important to observe that the Instruction in question does not regulate the activity of loans granted by natural persons to natural or legal persons through the worldwide computer network, program, application, or electronic means, which does not involve the issuance of securities.

We remind that the request for registration of the participant with the CVM of the Electronic Platforms for Participatory Investment, as well as any issue of this nature, must be submitted to the Superintendence of Market and Intermediary Relations (SMI), notably through the Business Analysis Management (GMN), with the understanding that any issue related to the offering carried out under the aforementioned procedure, including with regard to the duties of the platform inherent to its activities, is within the competence of this SRE.

The integration of the registration of this type of participant into the Restricted Efforts System (“SER”) is being implemented, through which the Beginning Forms provided for in annex 27-I of CVM Instruction No. 588/2017 are archived. Thus, until further guidance is given, for each new offering, the person responsible for the electronic participatory investment platform must send such document through the “Digital Protocol” tool, according to instructions contained in item 1.1. The forms must be stored in non-editable and searchable PDF (Portable Document Format) format.

Such guidance is also applicable to the sending of the information provided for in Annex 27-II of the Instruction in question, required until March 1 of each year.

Additionally, according to article 3°, V of CVM Instruction No. 588/2017, the use of raised resources is prohibited for: (i) merger, incorporation, share incorporation, and acquisition of participation in other companies; (ii) acquisition of titles, convertible or not, and securities issued by other companies; or (iii) granting credit to other companies. In this sense, the CVM’s understanding is that the documents proving compliance with the aforementioned provision must be available to investors on the Platform.

Regarding compliance with article 8°, caput of CVM Instruction No. 588/2017, the electronic participatory investment platform – defined under the terms of article 2°, II of the same Instruction – must dedicate a page on the worldwide computer network to information about offerings through crowdfunding. The SRE’s understanding is that such page must be dedicated exclusively to offerings carried out under the terms of CVM Instruction No. 588/2017, so that clarity and objectivity of this type of investment in securities are guaranteed, and therefore, it is not permitted that there be other types of investment offerings on the same page of the platform on the worldwide computer network used to disclose offerings of securities related to crowdfunding operations.

Furthermore, other pages on the worldwide computer network must not be used, with the objective of disclosing investments other than those provided for in CVM Instruction No. 588/2017, that have the same name, similar names, or the same visual identity as the page used by the platform to disclose investments in operations of crowdfunding regulated by CVM Instruction No. 588/2017, in order to avoid that investors are led to error.

Finally, there must also be no links or any other type of reference on the platform’s page that direct the investor to other investment opportunities other than those comprised by CVM Instruction No. 588/2017.

It is important to clarify, furthermore, that, based on the provisions of arts. 11 and 28 of CVM Instruction No. 588/2017, the disclosure of the offering is only permitted under the terms of art. 11 or

dissemination of advertising material by the platform in accordance with article 28 and paragraphs from the beginning of the offering.

Furthermore, the SER system does not accept the inclusion of future dates for offerings distributed under the auspices of this Instruction.

2.7. Recommendations to intermediaries and offerors/issuers in the conduct of public distribution offerings of securities.

2.7.1. Recommended procedures regarding the issuance and distribution of public offerings of securities.

This section aims to guide issuers/offerors and intermediaries regarding recommended procedures in the issuance and distribution of securities within the scope of public offerings of securities carried out under the auspices of CVM Instructions No. 400/2003 and No. 476/2009.

These guidelines result from the experience accumulated by the SRE in supervisory activities, especially in the execution of the CVM's Biennial Risk-Based Supervision Plan, and are focused on the following main aspects: (I) prior due diligence in the issuance and structuring of the operation; (II) registration and updating of the security in the B3 environment; (III) existence, management, and control of credit rights and assets used as collateral and/or guarantees; (IV) verification of accounting records, the destination of raised funds, and amortization, if applicable; (V) dissemination of information by the issuing company and the public offering to the market and to the CVM; (VI) adequacy of demand and distribution of the offering to investors, in accordance with specific and applicable regulation; (VII) integration of operations, in adherence to documents linked to the issuance of the security.

It is not intended with such guidelines to replace specific normative provisions, and their application must take into account the particular situation of each public offering.

In this context, the guidelines aim to clarify the expected actions of issuers and intermediaries of public distribution offerings of securities and, thus, reduce uncertainties regarding the forms considered adequate by the SRE for the purpose of complying with applicable regulation, as well as any risks that may affect the capital market.

From the Structuring and Issuance of Public Offering

The issuer must provide true, consistent, correct, and sufficient information for investors, as determined in article 10 of CVM Instruction No. 476/2009 and articles 48 and 56 of CVM Instruction No. 400/2003. For this purpose, we recommend the formalization and adoption of the following procedures by the issuer:

a. Arrange for a legal opinion on the structure of the security offered, prepared by a professional hired to provide legal advice on the structuring of the operation. This document must be issued, dated, and signed with a signature recognized in a notary public or a digital signature accepted by the SRE, in accordance with item 1.10 of this Circular Letter.

b. Provide appraisal and technical expertise reports on real estate, crops, and other assets and rights linked to the operation, prepared by a qualified and specialized professional in the activity, and this report must be issued, dated, and signed with a signature recognized in a notary public or a digital signature accepted by the SRE, in accordance with item 1.10 of this Circular Letter.

c. Ensure the existence and validity of guarantees linked to the offering, as well as their proper constitution and formalization.

d. When provided for, ensure the constitution of a fiduciary regime over the credit rights and assets that collateralize and/or guarantee the offering, indicating it in the documentation pertinent to the operation.

e. Analyze and disclose any conflicts of interest to investors for investment decision-making.

f. Ensure that financial assets linked to the operation are registered and updated in market administrator entities or credit registrars authorized by the Central Bank of Brazil, in accordance with the norms applicable to each asset and the information provided in the documentation pertinent to the operation.

From the Distribution and Integration of the Public Offering

The offering intermediary must take all precautions and act with a high standard of diligence, being responsible for lack of diligence or omission, to ensure that the information provided by the offeror is true, consistent, correct, and sufficient, allowing investors to make an informed decision regarding the offering, as required in article 11 of CVM Instruction No. 476/2009 and articles 37, 48, and 56 of CVM Instruction No. 400/2003. For this purpose, we recommend the formalization and adoption of the following procedures by the intermediary:

a. Formalize the provision of services contracted for the distribution of the public offering of securities.

b. Evaluate: (I) the consistency of documents delivered by the issuer of the security; (II) the assets and/or rights used as collateral and guarantees of the operation, prior to issuance; and (III) the financial aspects of the operation regarding its risks, possibility of fraud, and any restrictions on assets or rights used as collateral and/or guarantees in the offering. We recommend that this analysis be formalized in a document dated and signed with a signature recognized in a notary public or a digital signature accepted by the SRE, in accordance with item 1.10 of this Circular Letter, by the respective responsible persons at the intermediary, within the limits of their duties.

Based on item II of article 11 of CVM Instruction No. 476/2009, intermediaries must disclose any conflicts of interest to investors related to the structuring and distribution of the offering. To ensure compliance with current regulation, we advise that the intermediary conduct due diligence on any existing conflicts of interest, and the result of the analysis must be disclosed to prospective investors through the offering documents, with proof of such disclosure being desirable.

The intermediary must ensure the existence and sufficiency of procedures adopted in the control and subscription of public distribution offerings of securities to comply with the determinations provided in article 3 of CVM Instruction No. 476/2009 and articles 44, 45, and 54 of CVM Instruction No. 400/2003. To ensure compliance with the cited provisions, we advise that all inquiries, proxies, and negotiations carried out through the intermediary's distribution channels, for example, operational platform, mobile application, email, phone, in person, among others of this nature, be formalized and verifiable, containing at minimum information on: (I) the identification of the offering (type, series, class, quantity, and value); (II) the date of the inquiry or prospecting by investors; (III) the names of the investors; (IV) the CPF or CNPJ number; (V) the decision regarding the offering; and (VI) the adequacy of the client's investment profile, in accordance with applicable regulation.

The formalization of procedures with the preparation of dated documents signed with a recognized signature or digital signature aims to ensure the effective execution of procedures when due (before or during public offerings) and to allow the respective proof of this practice. In this way, it seeks to curb the untimely non-execution of these procedures and the ex post production of documents when demanded by SRE inspection.

PUBLIC ACQUISITION OFFER - OPA

3.1. Cancellation of issuer registration – OPA

We clarify that the request for cancellation of issuer registration must comply with the provisions of §4 of article 4 of Law No. 6.404/1976, CVM Instruction No. 361/2002, and articles 47, 48, and 50 of CVM Instruction No. 480/2009, and the company must previously have been subject to a public acquisition offer of shares (“OPA”) for cancellation of registration, in accordance with the aforementioned legal provision.

Article 34 of CVM Instruction No. 361/2002 provides, in specific cases, the possibility of carrying out an OPA with a differentiated procedure, such as the waiver of some formalities required by the norm itself, but not the waiver of the OPA itself, whose obligation arises from a legal provision, as already stated by the Collegiate Body of this Commission, in meetings dated 8/24/2004 and 11/17/2009, the latter within the scope of CVM Process No. RJ 2009-4470.

The CVM must then express favorable opinion to the non-realization of an OPA only in the following hypotheses: (i) there is no legal provision for it; (ii) there are no shareholders with shares in circulation, as defined in article 4-A, §2 of Law No. 6.404/1976 and item III of article 3 of CVM Instruction No. 361/2002; and (iii) in the event that there are shares in circulation, the unanimity of the holders of such shares declare that they waive the realization of an OPA for cancellation of registration, either through an Extraordinary General Meeting or through an individual declaration by these shareholders.

In other cases, only the possibility of carrying out a public offering with the adoption of a differentiated procedure must be analyzed, in accordance with article 34 of CVM Instruction No. 361/2002, as well as compliance with the provisions of articles 47 and 48 of CVM Instruction No. 480/2009.

Furthermore, it is worth noting that, for the purpose of cancellation of issuer registration in category A or B, if there are other securities in circulation other than shares and depositary receipts, all conditions provided for in article 47 of CVM Instruction No. 480/09 must be observed, regardless of whether such securities were or were not distributed publicly or admitted to trading in regulated markets, according to the vote of Director Pablo Renteria, which was accompanied by the CVM Collegiate Body in a meeting dated 6/14/2016, within the scope of CVM Process No. RJ-2015-4262.

3.2. OPA Registration Request

Regarding the registration requests for the modalities of mandatory OPAs (for cancellation of registration, for increase in participation, and for alienation of control) with ordinary procedure, the offeror must instruct the process with at least the documents provided for in Annex I of CVM Instruction No. 361/2002.

Furthermore, in any OPA formulated by the target company, by the controlling shareholder, or by persons linked to them, provided it is not an OPA for alienation of control, if the offeror provides in the offering notice that it will opt to acquire up to 1/3 of the shares in circulation (item I of article 15 of CVM Instruction No. 361/2002), if acceptance in the OPA occurs by shareholders holding more than 1/3 and less than 2/3 of said shares, the offeror must send to the SRE a Demonstration of increase in participation of any shareholders of the control block of the company, since 9/5/2000, specifying the form of acquisition, the price paid per share, the quantity acquired, and the date of acquisition, as well as other information that the offeror deems necessary for the clear understanding of this CVM.

If some of the documents or procedures ordinarily provided for by CVM Instruction No. 361/2002 are subject to a request for waiver, the offeror must send a justification discriminating the provisions of said Instruction from which it intends to exempt itself.

In this sense, we emphasize that the choice of the differentiated procedure to be adopted in substitution to the one ordinarily provided for in the aforementioned Instruction will be up to the offeror, and it is not up to the CVM to advise which is the best procedure for each case.

In accordance with CVM Deliberation No. 756/2016, the SRE will appreciate requests for unification of OPAs (formulation of a single OPA aiming at more than one of the purposes provided for in CVM Instruction No. 361/2002), as well as for the adoption of a differentiated procedure, provided that the same has already been the subject of previous deliberation by the CVM Collegiate Body within the scope of offerings with similar characteristics. Otherwise, the request for adoption of a differentiated procedure will be appreciated by the CVM Collegiate Body.

We also highlight that on this Commission's website (https://www.gov.br/cvm/pt-br) there are decisions of the CVM Collegiate Body, as well as offering notices and appraisal reports of OPAs registered with differentiated procedure, which can serve as a basis for any future request.

3.3. Update of Valuation Report in OPA

If the analysis period of the OPA registration request extends beyond 1 year after the dissemination of the Valuation Report, it will be presumed that the information on which said document was based is outdated, so that its update will, as a rule, be required by this technical area, with the aim of preserving to the shareholder subject to the offer the right to make a reflected and independent decision, in accordance with item II of article 4 of CVM Instruction No. 361/2002.

This possibility is provided for in §9 of article 8 of CVM Instruction No. 361/2002, so that the CVM may require, within the analysis period of the OPA registration request, that the Valuation Report be updated by the appraiser.

It is also worth noting that the update of the Valuation Report may be required in a period shorter than the one mentioned above, if any fact occurs that justifies the update of said document.

In accordance with the Decision of the CVM Collegiate Body of 10/22/2019, within the scope of CVM Process No. 19957.005392/2018-60, there would be no obstacle to the hiring by the offeror of a new appraiser to prepare an updated valuation report in compliance with item II of §9 of article 8 of CVM Instruction 361/2002, provided that the new appraiser and the report prepared by him observe the requirements provided for in the applicable regulation and that a new period is reopened, from the availability to the market of the new report, for the request for convening a special meeting, in accordance with article 4-A of Law No. 6.404/1976.

3.4. Interpretation of article 37, §1 of CVM Instruction No. 361/2002

For the purpose of the calculation, prescribed in §1 of article 37, of the shares in circulation, as provided for in articles 15, item I, and 26 of CVM Instruction No. 361/2002, the formula described below must be considered, confirmed by the Collegiate Body of the agency in a decision of December 27, 2011, within the scope of CVM Administrative Process RJ No. 2010/15144, Reg. 7310/2010:

L(1/3) = 1/3 (AC00 + AAC – ARC + AOPS) – AQ

Where:
L(1/3): Limit of 1/3 provided for in articles 15, item I, and 26 of CVM Instruction 361; AC00: number of shares of the class or species in circulation from 09/05/00; AAC: additional number of shares of the class or species in circulation from 09/05/00, as a result of: capital increases with subscription of shares, share bonuses, alienation of shares by the target company itself for treasury maintenance, and conversions of shares of another class or species into shares of the class or species for which L(1/3) is to be determined; ARC: number of shares of the class or species withdrawn from circulation from 09/05/00, as a result of: redemption, amortization, or reimbursement, acquisition of shares by the target company itself for treasury maintenance or cancellation, and conversion of shares of the class or species for which L(1/3) is to be determined; AOPS: number of shares of the class or species alienated from 09/05/00 by the controller, by a person linked to him, or by other persons acting in concert with the controlling shareholder or person linked to him, through secondary public distribution offerings; AQ: number of shares of the class or species acquired by the controller/linked person, since 09/05/00, through OPA or other means.

SUPERVISION AND ENFORCEMENT

4.1. Risk-Based Supervision Plan – SBR

Since 2009, the CVM has carried out preventive monitoring activities of the markets and entities under its jurisdiction according to a Risk-Based Supervision model – SBR.

With this form of action, established by CMN Resolution No. 3.427/2006 and regulated by CVM Deliberation No. 521/2007, the regulator focuses its action on risks to the performance of its legal duties, seeking a more preventive than reactive approach.

The SRE, in its activity of supervising public distribution offerings of securities and public acquisition offers of shares (OPA), carries out various actions to fulfill the legal mandates to protect investors against (i) irregular issuances of securities, (ii) unfair market practices, and (iii) ensure public access to information about the securities offered. Among these, we can cite:

i. Verification of information provided or disseminated to the market and of the documentation presented for registration;
ii. Monitoring of additional information provided about the offering after registration is granted; and
iii. Inspection of offerings carried out without registration, in disagreement with the granted registration, or in disagreement with the condition of registration waiver.

Regarding the Biennial Plan of the SBR prepared for the period of 2021-2022, it is worth highlighting that the SRE will supervise the following strategic risks:

i. Marginal Market;
ii. Irregularities in the fulfillment of the role of participants in public distribution offerings with restricted efforts;
iii. Irregularities and flaws in the conduct of crowdfunding offerings.

For each risk event, a sample will be analyzed to determine what occurred during or after the offering, as the case may be.

The full text of the public version of the Biennial Plan 2021-2022 of the SBR is available at https://www.gov.br/cvm/pt-br/assuntos/noticias/cvm-lanca-plano-bienal-de-supervisaobaseada-em-risco-2021-2022.

4.2. Sanctioning Processes

The norm that provides for the procedure of procedures related to sanctioning action within the Commission of Securities and Exchange is CVM Instruction No. 607/2019, which can be consulted for more details regarding procedures related to sanctioning processes instituted by the SRE. The aforementioned Instruction can be accessed on the CVM website, in the “Legislation” / “Instructions” menu.

4.2.1. Term of Commitment

The term of commitment may be signed between the investigated or accused and the Securities and Exchange Commission, at the discretion of the CVM, observing the public interest, in accordance with paragraphs 5 to 8 of article 11 of Law No. 6.385/1976 and CVM Instruction No. 607/2019. It is worth noting that the proposal for the term of commitment should not be sent in the name of the issuer, but rather by the investigated or accused themselves.

In accordance with article 82 of CVM Instruction No. 607/2019, the interested party must manifest their intention to celebrate a term of commitment within the period for presenting a defense, and must send the complete proposal for the term of commitment to the CCP within 30 (thirty) days after the presentation of the defense.

In accordance with paragraph 3 of article 82 of CVM Instruction No. 607/2019, the presentation of a proposal for a term of commitment is also admitted even before or during the preliminary fact-finding phase, in which case it must be sent to the SRE.

In exceptional cases, in which it is understood that the public interest determines the analysis of a proposal for the celebration of a term of commitment presented outside the aforementioned period, such as those involving the offer of substantial compensation to those harmed by the conduct subject to the process and the modification of the existing factual situation at the end of said period, the analysis and negotiation of the proposal may be carried out by the Reporting Director, who will submit the matter to the appreciation of the Collegiate Body with a proposal for acceptance or rejection of the proposal, in accordance with article 84 of CVM Instruction No. 607/2019.

The celebration of the term of commitment has the effect of (i) suspending the ongoing administrative process, for the period stipulated for the fulfillment of the commitment; or (ii) the non-institution of a sanctioning administrative process, in cases where the proposal is presented even in the fact-finding phase or before it.

If the obligations assumed by the compromiser are not fulfilled in an integral and adequate manner, the process will be instituted or its course resumed, as the case may be, without prejudice to penalties or other measures eventually applicable.

In view of the promulgation of Law No. 13.506, of November 13, 2017, the terms of commitment celebrated began to be published on the CVM website, instead of in the Official Gazette of the Union, with discrimination of the period for fulfillment of the obligations eventually assumed (art. 11, § 7). It is emphasized that the term of commitment constitutes an extrajudicial executive title.

Information on terms of commitment already celebrated with the CVM is available on the CVM website on the internet, in the “Processes” link, located in the left menu, followed by “Terms of Commitment,” which can serve as examples for the presentation of proposals.

Finally, it is worth highlighting that, according to article 14, sole paragraph of Law No. 13.506/2017 and article 81 of CVM Instruction No. 607/2019, the celebration of a term of commitment does not imply confession regarding the matter of fact, nor recognition of the illegality of the conduct analyzed in the process that gave rise to it.

4.2.2. Administrative Agreement in Supervision Process

In accordance with the provisions of Law No. 13.506/2017 and Chapter V of CVM Instruction No. 607/2019, the CVM may celebrate an administrative agreement in a supervision process (“Supervision Agreement”) with natural or legal persons who confess the practice of infractions to legal or regulatory norms whose compliance is their duty to monitor, with extinction of their punitive action or reduction of 1/3 (one third) to 2/3 (two thirds) of the applicable penalty, through effective, full, and permanent cooperation for the clarification of the facts, which results in utility for the process, especially: (i) the identification of other involved in the practice of the infraction, when applicable; and (ii) the obtaining of information and documents that prove the reported or under investigation infraction. For more information on the Supervision Agreement, consult CVM Instruction No. 607/2019, available on the CVM website, in the “Legislation” / “Instructions” menu.

PARTICIPANTS OF THE SECURITIES MARKET

5.1. Fiduciary Agent

From CVM Instruction No. 583/2016, fiduciary agents came to be included in CVM Instruction No. 510/2011, which deals with the registration of participants of the securities market.

The “Fiduciary Agent Registration System - SCAF”, module for presentation and updating of the registration information of these participants, through the CVM website on the Internet, is hosted in the restricted access CVMWeb environment, is located in the left initial menu, and can be accessed by those responsible for entities that meet the criteria for the exercise of the activity, in accordance with article 4 of ICVM 583/16. In effect, financial institutions previously authorized by the Central Bank of Brazil may be appointed as Fiduciary Agents, provided they maintain active registration with the CVM as Providers of Portfolio Administration Service or Custodians.

For the purpose of access to CVMWeb, we remind you that in the case of participants registered as Providers of Portfolio Administration Service, the responsible person is the “Responsible Director”, while in the case of Distributors, it is the “Responsible Director for ICVM 542”.

In the "Registry Consultation" or "Registration Update" options, the search is performed based on the CNPJ or institution name. The inclusion of a Fiduciary Agent in the "Registry" menu begins with filling in the institution's CNPJ.

It should be noted that Fiduciary Agents are also subject to the provisions of CVM Instruction No. 510/2011, which deals with the registration of participants in the securities market. According to the new wording of said Instruction, the Electronic Declaration of Conformity (“DEC”) can already be carried out through the CVMWeb environment in the “Participants Registration Update” menu, and then “Electronic Declaration of Conformity”. This obligation is due until March 31st annually.

We also take this opportunity to guide fiduciary agents regarding recommended procedures for the adequate exercise of the duties listed in art. 11 of CVM Instruction No. 583/2016, in light of their primary function as gatekeepers, within the scope of distribution, as well as throughout the life of debt-representative securities. Special attention is given to procedures related to the verification of guarantees provided in relation to securities distributed publicly or admitted to trading in an organized market.

It is emphasized that the application of the practices described here must always be conditioned to the analysis of concrete situations. Finally, there is no intention to exhaust the procedures that must be adopted by fiduciary agents in their duty of diligence. In this sense, in their duty to act with care and diligence, the fiduciary agent should not limit themselves to the documents provided by the issuer and declarations presented. They must also seek all documents that can prove the completeness, absence of flaws and defects of the information presented in the debenture indenture, securitization term or equivalent instrument.

Regarding the assets given as collateral, the fiduciary agent must verify, in addition to the declared value and possible appraisal reports contracted by the issuer or third parties, seeking to ascertain the plausibility of the indicated value (for example, market values and history of these assets). In this sense, if deemed necessary, the fiduciary agent shall, even hire new appraisals of the assets given as collateral. Especially in the case of real guarantees, the fiduciary agent must attest whether the issuer actually has rights over the object of the guarantee.

Furthermore, the fiduciary agent must ascertain whether the guarantee provided by the issuer is capable of achieving its objective of additional security, exercising an independent role in relation to the performance risk of the investment represented by the distributed security.

Possible risks must be duly recorded in the debenture indenture, securitization term or equivalent instrument.

GENERAL MATTERS INVOLVING THE COMPETENCE OF SRE

6.1. Virtual Assets and Public Offers - ICO

Virtual assets and their effects on the structure upon which capital markets are based currently represent a major challenge for financial and capital market regulators not only in Brazil but also in other jurisdictions, due to the innovation inherent in this new model of instrument, raising diverse interpretations and still evolving constantly, regarding their economic and legal nature.

Operations known as Initial Coin Offerings (ICOs) can be understood as public fundraising, having as consideration the issuance of virtual assets, also known as tokens or coins, to the investing public. Such virtual assets, in turn, depending on the context of their issuance and the rights conferred to investors, may fall within the broad definition of securities established in item IX of art. 2º, of Law No. 6,385/1976. Notably, the interpretation that a certain virtual asset constitutes a security would be supported by the presence, in the contractual relationship, of rights conferred to the acquirer, such as participation in capital or in agreements for pre-fixed remuneration on invested capital or voting in assemblies that determine the direction of the issuer's business.

In light of such assessment, if the classification as a security is verified, the competence of the CVM would be attracted, and in this case, the public fundraising through the offer of such tokens must be submitted to the procedure of CVM Instruction No. 400/2003 or, alternatively, to CVM Instruction No. 588/2017. It should be noted that the distribution model on which an ICO process is typically based, notably based on blockchain technology, may imply the need to request waivers, either of offer registration or its requirements, or even of other regulatory obligations.

Furthermore, the regulatory framework that disciplines the infrastructure of operations in the capital market is founded on the triad of registration, custody and bookkeeping of securities, a framework that does not appear to be compatible with a typical operation in the mold of an ICO, so it is also necessary to pay attention to alternatives that could be implemented with a view to eventually replacing such infrastructure and what it proposes to safeguard - the protection of market agents.

Having said that, it falls, at first, on the evaluation of the entrepreneur/offering party itself on whether the offered token represents a security or not (which does not bind the CVM, which may eventually take severe measures if it disagrees with the offering party's analysis and concludes that there was an irregular public offer of securities). In the negative case, the competence of the CVM is excluded, and it is not necessary to carry out any procedure with this Autarchy. Furthermore, it is important to note that the registration of the public distribution offer of securities does not serve to confer a “positive endorsement from the CVM”, but rather to enable what is judged as an adequate informational flow to investors, who will make their own assessment of the investment.

It is important to note that it is up to the entrepreneur/offering party to be attentive to what is currently available in terms of regulations for public issuances of securities, without prejudice to the fact that the CVM may come to act in the supervision and sanction of eventual irregular procedures, once identified.

Offers of virtual assets that fall within the definition of security and are in non-compliance with regulation will be considered irregular and, as such, will be subject to applicable sanctions and penalties.

6.2. Guidelines Related to Distribution Offers Carried Out Under Restricted Efforts - CVM Instruction No. 476/2009

6.2.1. General Guidelines

Initially, we remind you that private offers of securities are outside the legal mandate of this CVM.

Thus, we reiterate the provision in art. 1º, §2º of CVM Instruction No. 476/2009, in the sense that this norm does not apply to private offers of securities.

It is also important to note the definition of acts of public distribution contained especially in items I and II of art. 19 of Law No. 6385/1976:

§3º - The following characterize public issuance:
I - the use of lists or sales or subscription bulletins, brochures, prospectuses or advertisements intended for the public; II - the search for subscribers or acquirers for the titles through employees, agents or brokers;

Thus, within the scope of offer supervision activity, it is appropriate to eventually request intermediaries to evidence the acts of distribution which characterize the public sales effort within offers carried out with restricted efforts, even in light of the obligation contained in CVM Instruction No. 476/2009, notably in art. 7º, §2º (The offering party and the lead intermediary of the offer must maintain a list containing:
I – the name of the persons sought; II – the number of the Individual Taxpayer Registry (CPF) or National Registry of Legal Entities (CNPJ); III - the date when they were sought; and IV - their decision regarding the offer.).

Another aspect that should be pointed out is the fact that the maintenance in progress of an offer under the procedure of CVM Instruction No. 476/2009 is only justified by the continuity of sales efforts. When analyzing offers made and in progress, it can be verified that some Investment Fund offers have been kept open, even without subscription by new unitholders, thus prejudicing the very characterization of a public offer. With a view to preventing such distortion of purpose from occurring, art. 8º-A was inserted into the Instruction in question, which establishes a maximum period of 24 months for the subscription of the securities object of a specific offer under restricted efforts. It is important to alert that, in the case of offers that were in progress when the introduction of such device occurred, the understanding is that, in these cases, the distribution must be closed within 2 years counted from 24/08/2018, the date of entry into force of CVM Instruction No. 601/2018, which promoted the alteration in question.

Finally, we remind you that the Professional Investor declaration, required by virtue of CVM Instruction No. 539/2013 (art. 9-A item IV), in the case of natural or legal persons who have financial investments in value greater than R$ 10 million, may be made by the manager for all funds under management.

6.2.2. System for Receiving Information on Offers with Restricted Efforts and Waivers of art. 5 of CVM Instruction No. 400/2003

In the case of distribution offers with restricted efforts, communications regarding the start and end of the offer must be forwarded to the CVM, in accordance with arts. 7º-A and art. 8 of CVM Instruction No. 476/2009, in the form of annexes 7-A and 8 of the same Instruction.

Partial communications (semi-annual) must also be forwarded, if the offers have a duration greater than 6 (six) months.

As for offers with waiver of registration for single and indivisible lots (art. 5º, II, of CVM Instruction No. 400/2003), the information is required in accordance with art. 5º, §3º of the same Instruction.

The information must be provided by the lead intermediary institution. All institutions part of the securities distribution system already have authorization to send information using the master password of the institution in CVMWEB (“director responsible for IN 505”).

Access will be performed through the CVM page (https://www.gov.br/cvm/pt-br): Systems Center, Public Offers, Offers with Restricted Efforts and Waivers of Art. 5 ICVM 400 / Sending Communications (via CVMWeb).

Authorization for the use of the Public Offers System with Restricted Efforts may be delegated in: Systems Center / CVMWEB / Account Administration / Delegation of Tasks.

The deadlines for sending information in offers with restricted efforts are:
i. The Initial Form must be sent within 5 (five) business days, counted from the first approach to potential investors;
ii. The Final Form must be sent within 5 (five) days, counted from the closing of the offer;
iii. If the public offer distributed with restricted efforts is not closed within 6 (six) months of its start, the Partial Form must be sent. While the offer is not closed, a new partial form must be sent every six months, with the accumulated placement data until the submission.

In single and indivisible lot offers, the Final Form must be sent within 5 (five) days of the closing of the offer.

Information sent with inaccuracies may be altered by the lead intermediary institution itself. Up to two alterations of each form sent may be made.

Only the last form sent regarding each offer may be altered, that is, the form may only be altered while a subsequent form has not been sent.

As stated in Circular Letter No. 02/2016/CVM/SIN/SRE, the administrator of a fund regulated by CVM Instruction No. 555/2014 must inform all its public distribution offers of quotas through the CVMWeb System, observed that the information about the initial distribution is a requirement for the fund's registration status in this Commission to change to “in normal operation”. And, if the public distribution of quotas of closed investment funds is carried out with restricted efforts, the lead intermediary institution of the offer must provide the information provided for in articles 7º-A and 8 of CVM Instruction No. 476/2009, in the form of its annexes 7-A and 8, through the information reception system for distribution offers with restricted efforts, available on the CVM portal. Thus, the information must be forwarded through both systems.

We have observed a significant quantity of communications sent with incorrect, duplicate, or incomplete information. We request that information be checked before sending. Before sending a second communication, the accuracy of the previous communication must be verified and potentially altered.

We remind you that these communications are directed to the general public. The sending of incorrect information, even unintentionally, constitutes a serious violation of the norm that disciplines offers carried out under restricted efforts and may generate an investigation procedure for irregularities and eventual sanctioning proceedings.

For communication of system errors, send an email to suporteexterno@cvm.gov.br.

6.2.3. Interpretation of art. 9º (period of 4 months between offers with restricted efforts)

In the understanding of SRE, corroborated by the Federal Specialized Prosecutor's Office, if there is no prescription in law or regulatory norm by which different species of a certain security have been created, as occurs, for example, with shares (art. 15 of Law No. 6,404/1976) and debentures (art. 58 of Law No. 6,404/1976), the species will be unique and, thus, the provision in art. 9 of CVM Instruction No. 476/2009 should be understood as referring to each of the securities listed in art. 1º, §1º of the Instruction.

Thus, it is not possible to carry out offers with restricted efforts of different issuances or series of the same species of the same security without observing the period of 4 (four) months between offers, observed the exceptions provided for in the sole paragraph of art. 9.

Particularly, we highlight that it will be considered a single offer, for purposes of the limits contained in art. 3º, items I and II of CVM Instruction No. 476/2009, offers of different issuances, series or classes of the same species of the same security carried out simultaneously. Therefore, in such a case, these offers must obey, together, the limits of the number of investors sought and of subscribing investors.

Furthermore, we warn that the period provided for in art. 9º in question must be observed even if the offer is closed without subscribers. The closing of the offer, whether by voluntary decision in the absence of investors or by subscription of the securities, must be communicated in accordance with art. 8 of the Instruction in question and must be considered as a milestone for purposes of determining the time lapse, to which two successive offers under restricted efforts must be submitted. Regardless of whether there are subscribers or not, the decision to cease the search for investors (“cancellation of the offer”) characterizes the closure of procedures related to the offer.

6.2.4. “Offer Data” Table of Partial and Closing Forms of distribution

Regarding the classification of the non-resident investor within the scope of such offers, it is important to identify where the distribution efforts were carried out, taking into account the location of the sales effort and the material that was made available to the investor/manager. In this sense, in the case of a public offer where there were no placement efforts abroad (144a and Reg S), that is, where the approach of the potential investor took place in Brazil, the non-resident investor must be considered for purposes of applying the limits established for search and subscription in offers under restricted efforts, and will be informed in the “Foreign Investors” item of the Partial and Closing Forms, and not through the “Concurrent Offer Abroad?” selection.

Furthermore, subscribers who are exercising priority or preference rights will be disregarded for the purposes of verifying the limits provided for in article 3º, items I and II of CVM Instruction No. 476/09 and must be listed in the “Others” item of the Partial and Closing Forms, specifying which hypothesis it concerns.

6.2.5. Treatment given to unitholders of funds that do not qualify as professional investors in public offers with restricted efforts

The understanding manifested in this section was the object of Circular Letter No. 01/2016/CVM/SIN/SRE, of 16/05/2016.

Article 151 of CVM Instruction No. 555/14 allows “the permanence and the making of additional applications, in funds for qualified investors, of unitholders who cease to fit into the category of qualified investor” established by CVM Instruction No. 554/14, provided that the conditions set forth therein are respected.

Similarly, article 152 of that Instruction provides similar permission for unitholders of exclusive funds or “that require a minimum application per investor of R$ 1,000,000.00” and who have also adapted “to the rules applicable to the professional investor category”, as defined, also, by CVM Instruction No. 554/14.

The technical areas' interpretation is that unitholders of funds provided for in the conditions of articles 151 and 152 of CVM Instruction No. 555/14 may participate in public offers carried out based on CVM Instruction No. 476/09, even if they do not meet the qualification requirement demanded by that norm (as professional investors).

Also, the participation of investors in public offers with restricted efforts of quotas of funds in which they already invest and that meet the above provision should not be considered in the limits of search of 75 unitholders; or of acquisition of quotas by 50 investors, to guarantee the right of priority in the acquisition of quotas in order to proportionally maintain their participations in the fund.

On the other hand, it is worth highlighting that the distribution of quotas of new investment funds, or even distributions of quotas of existing funds, but intended for new investors, must fully meet the requirement provided for in article 2º of CVM Instruction No. 476/09, regarding the exclusive participation of professional investors.

It is worth informing, finally, the interpretation of the technical areas that, by virtue of the application of article 1º of CVM Instruction No. 555/2014, the transitional rules provided for in articles 151 and 152 of that Instruction extend to investment funds regulated by other CVM Instructions.

SECURITIES AND EXCHANGE COMMISSION
DEPARTMENT OF REGISTRATION OF SECURITIES
ANNEX 1
MODELS OF ADVERTISING MATERIAL

Model I
Advertising Material (font size 16)
Public Distribution Offer of Shares of (company name) Official Links (font size 12) Preliminary Prospectus Definitive Prospectus (when available) Market Notice and other Official Communications of the Offer Take One (if applicable) Offer Schedule Start date of reservation period End date of reservation period Related person reservation, if any End date of unrelated person reservation Bookbuilding date and share price fixing Start date of trading Other events of the offer Broker-specific Rules Registration, Guarantees and liquidation especially the Risk Factors section. (font size 20) Company Name

Reservation Request (only release this access after the prospectus has been accessed)

Model II
Email Public Offer
Advertising Report (font size 16)
Dear Client (or client name), (font size 12)
Starting from this (day of the week), day (XX), the reservation period for the Public Offer of distribution of (shares) / (units) issued by (company name) begins.
The (Broker Name) is participating in this launch through its (Homebroker) /(and its Trading Desk).
As part of this Offer (Type of Offer), the following asset(s) will be offered to the market:
(Asset Code) – (Company Name – Asset Type).
To make your reservation, access our website at www.(broker name).com.br On the very first page you will find a direct link.
Attention: Before placing your order, read the Prospectus made available on our website and stay informed of all the conditions of this Operation.
Attention: Read the Prospectus before accepting the offer, especially the Risk Factors section. (font size 20) Broker Brand Name of Offered Company

Model III
Summary Information Sheet of the Offer (font size 16) TERMS AND CONDITIONS OF THE OFFER (CAPITAL REPRESENTATIVE TITLES) Issuer: [ ] Ticker: [ ] Type of Offer:
IPO
Follow-on
Security
Ordinary Shares
Preferred Shares
Subscription Warrants
Units composed of:
[ ] Shares
[ ] Subscription Receipts
Regulation:
ICVM 400/ 03
ICVM 400, Registered with SEC
ICVM 400, Rule 144A
ICVM 400, Reg S
ICVM 400, Rule 144A and Reg S
Indicative Price Range:
Applicable
Not applicable
Distribution Value (Average of indicative price range versus maximum offer value) - R$: [ ] Maximum Offer Value [ ] Additional Shares (%):
[ ]
Not applicable
Offerer of Additional Shares:
Company
Selling Shareholder(s)
Company and Selling Shareholder(s)
Supplementary Shares (%):
[ ]
Not applicable
Offerer of Supplementary Shares:
Company
Selling Shareholder(s)
Company and Selling Shareholder(s)
Primary Offer (%): [ ]
Secondary Offer (%): [ ]
Selling Shareholder(s):
[ ]
None
Listing in Brazil: B3
Listing Segment (B3):
Basic
Level 1
Level 2
Novo Mercado
Bovespa Mais
Bovespa Mais Level 2
Listing Abroad:
[ ]
Not applicable
Pre-Offer Shareholder Structure Controlling Shareholder [ ] Shares in Circulation [ ] Treasury Shares [ ] Post-Offer Shareholder Structure Controlling Shareholder [ ] Shares in Circulation [ ] Treasury Shares [ ] Lock-up (days):
[ ]
Not applicable
OFFER COORDINATORS
Lead Coordinator: [ ]
Other Coordinators: [ ]
Additional Coordinator:
[ ]
Not applicable
Stabilization Agent:
[ ]
Not applicable
Market Maker:
[ ]
Not applicable
SCHEDULE
Date of Availability of Market Notice and Preliminary Prospectus/Material Fact and Preliminary Memorandum:
[ ]
Start of Linked and Unlinked Reservations: [ ] End of Reservation Period: [ ] Share Price Fixing Date: [ ] Share Trading Start Date: [ ] Settlement Date: [ ] Deadline for Settlement of Supplementary Shares: [ ] DOCUMENTS AVAILABILITY ---

OFFER TERMS AND CONDITIONS (DEBENTURES)
Issuer: [ ]
Species: [ ]
Form
Nominal
Book-entry
Class
Simple
Convertible
Convertible Exchangeable
Exchangeable
Security/Subordinated Species
Real
Floating
Unsecured
Security: [ ]
Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA; Adjusted EBITDA/Financial Expense; Net Debt/Equity Instruction: [ ] Target Audience: [ ] Registration for distribution and trading: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ] Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to the Preliminary Prospectus: [ ]

OFFER TERMS AND CONDITIONS (AGRICULTURAL RECEIVABLES CERTIFICATES) Species: [ ] Issuer: [ ] Type Dispersed Concentrated

Underlying Type
Physical CPR
Financial CPR
CDCA
Commercialization Contract
CDA
WA
Debentures
Bank Securities
Promissory Notes
Bills of Exchange
Others
Revolver Yes
No
Debtor: [ ]
Security: [ ]
[ ] % real security
[ ] % surety security
[ ] % security of assignment of receivables
[ ] % co-obligation security
[ ] % security in promissory note
[ ] % security of alienation of SPE shares
Other securities [ ]
Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA [ ]; Adjusted EBITDA/Financial Expense [ ]; Net Debt/Equity [ ] Instruction: [ ] Target Audience: [ ] Registration for distribution and trading: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ]

Issue Date: [ ]
Term: [ ]
Amortization: [ ]
Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to the Preliminary Prospectus: [ ]

OFFER TERMS AND CONDITIONS (REAL ESTATE RECEIVABLES CERTIFICATES) Species: [ ] Issuer: [ ] Nature Residential Corporate Hybrid Concentration Concentrated Dispersed Segment Apartments or houses Subdivision Industrial Logistics Commercial/Corporate Offices Shopping/Stores Infrastructure Hotel Hybrid (more than one segment) Others: possibility of inclusion

Contract Type / Use of Resources
Purchase and sale
Lease Typical Atypical
Leasing / Surface Right
Hybrid
Financing
Real Estate for the acquisition of real estate for the development of real estate for renovations or retrofit Developers Diverse with real estate guarantee Others Debtor: [ ] Security: [ ] [ ] % real estate security Trustee Alienation Mortgage [ ] % surety security [ ] % security of assignment of receivables [ ] % co-obligation security [ ] % security in promissory note

[ ] % security of alienation of SPE shares
Other securities [ ]
Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA [ ]; Adjusted EBITDA/Financial Expense [ ]; Net Debt/Equity [ ] Instruction: [ ] Target Audience: [ ] Registration for distribution and trading: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ] Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to the Preliminary Prospectus: [ ]

OFFER TERMS AND CONDITIONS (FIDC)
Issuer: [ ]
Administrator: [ ]
Manager: [ ]
Custodian: [ ]
Fund duration term: [ ]
Number of series: [ ]
FIDC Type: [ ]
FIDC Merchant Financing financial advisory firms credit cooperatives merchant financing factoring Financial FIDC Real Estate Credit Payroll-deducted loans Personal Credit Vehicle Financing Financial Multi-card FIDC Agro, Industry and Commerce Infrastructure Corporate Credit Agribusiness Multi-card Agro, Industry and Commerce FIDC Others Recovery (Non Performing Loans) Public Sector Multi-card Others Revolver Yes No Security:
[ ] % real security
[ ] % surety security
Other securities [ ]
Instruction: [ ]
Target Audience: [ ]
Registration for distribution and trading: [ ] Early Redemption: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Target Remuneration: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]

Settlement: [ ]
DOCUMENTS AVAILABILITY
OFFER TERMS AND CONDITIONS (FII - INITIAL OFFER) Issuer: [ ] Administrator: [ ] Manager: [ ] Management Type: Active Passive Custodian: [ ] FII duration term: [ ] Fundraising term for the issue: [ ] FII Type (ANBIMA Classification):
Development for income Funds that invest more than two-thirds of their net assets in development/incorporation of real estate developments in the design or construction phase, for the purpose of generating income through leasing or leasing.
Development for sale Funds that invest more than two-thirds of their net assets in the development of real estate developments in the design or construction phase, for the purpose of future alienation to third parties.
Income
Funds that invest more than two-thirds of their net assets in built real estate developments, for the purpose of generating income through leasing or leasing.
Securities and Financial Instruments Funds that invest more than two-thirds of their net assets in securities and financial instruments such as: shares, partnership units, FIPs and FIDCs.
Hybrid Funds whose investment strategy does not observe any concentration of the previous classifications.
Complementary Classification (ANBIMA Classification):
Agencies Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net assets, directly or indirectly, in real estate destined to bank branches; Educational Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net assets, directly or indirectly, in real estate destined to educational activities; Hybrid Funds that, as defined in their bylaws, aim to invest, directly or indirectly, in real estate related to more than one segment; Hospital Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to receive hospital facilities; Hotel Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to hotel activities, including units that are part of flats that have the same activity; Corporate Offices Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to offices; Logistics Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate from the logistics segment. Real estate destined to host distribution center installations, storage and logistics; Residential Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate residential; Shopping Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to host shopping centers - Shopping centers; Guaranteed minimum income Yes No Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume by share class: [ ] Series: [ ] Registration for distribution and trading: [ ] Rating: [ ] Number of shares: [ ] Issue price per share: [ ] Issue Date: [ ] Entry fee: [ ] Performance fee: [ ] Partial distribution: Yes No Minimum offer amount: [ ] Minimum investment per shareholder: [ ]
SCHEDULE
Book: [ ]
Settlement Periodicity: Single Periodic

Settlement Date: [ ]
Date of the first
settlement:
[ ]
DOCUMENTS AVAILABILITY
Tax Treatment [ ]

OFFER TERMS AND CONDITIONS (FII - FOLLOW ON)
Issuer: [ ]
ISIN Code: [ ]
Administrator: [ ]
Manager: [ ]
Management Type: Active Passive
Custodian: [ ]
FII duration term: [ ]
Fundraising term for the issue: [ ]
FII Type (ANBIMA Classification):
Development for income Funds that invest more than two-thirds of their net assets in development/incorporation of real estate developments in the design or construction phase, for the purpose of generating income through leasing or leasing.
Development for sale Funds that invest more than two-thirds of their net assets in the development of real estate developments in the design or construction phase, for the purpose of future alienation to third parties.
Income
Funds that invest more than two-thirds of their net assets in built real estate developments, for the purpose of generating income through leasing or leasing.
Securities and Financial Instruments Funds that invest more than two-thirds of their net assets in securities and financial instruments such as: shares, partnership units, FIPs and FIDCs.
Hybrid Funds whose investment strategy does not observe any concentration of the previous classifications.
Complementary Classification (ANBIMA Classification):
Agencies Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net assets, directly or indirectly, in real estate destined to bank branches; Educational Funds that, as defined in their bylaws, aim to invest more than 2/3 (two-thirds) of their net assets, directly or indirectly, in real estate destined to educational activities; Hybrid Funds that, as defined in their bylaws, aim to invest, directly or indirectly, in real estate related to more than one segment; Hospital Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to receive hospital facilities; Hotel Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate

destined to hotel activities, including units that are part of flats that have the same activity; Corporate Offices Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to offices; Logistics Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate from the logistics segment. Real estate destined to host distribution center installations, storage and logistics; Residential Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate residential; Shopping Funds that, as defined in their bylaws, aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net assets in real estate destined to host shopping centers - Shopping centers; Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume by share class: [ ] Series: [ ] Trading Environment: [ ] Rating: [ ] Number of shares: [ ] Issue price per share: [ ] Issue Date: [ ] Entry fee: [ ] Performance fee: [ ] Partial distribution: Yes No Minimum offer amount: [ ] Minimum investment per shareholder: [ ]
SCHEDULE
Start of the Exercise Period of the
Preemptive Right:
[ ]
End of the Period for exercising the Preemptive Right:
[ ]
Book: [ ]
Settlement Periodicity: Single Periodic

Settlement Date: [ ]
Date of the first
settlement:
[ ]
DOCUMENTS AVAILABILITY
Tax Treatment: [ ]
OFFER TERMS AND CONDITIONS (FIP)
Issuer: [ ]
Investment Policy: [ ]
Investment Entity Yes No
Trading Code: [ ]
Administrator: [ ]
Manager: [ ]
Custodian: [ ]
Fund Term: [ ] Investment Term: [ ] Term of unwinding: [ ] Investment Period: [ ] FIP Type:
Seed Capital: Aimed at acquiring participations in companies or limited liability companies that have annual gross revenue of up to R$ 16 million, calculated in the fiscal year ending in the year prior to the first fund contribution, without having presented revenue higher than this limit in the last three fiscal years; Emerging Companies: Aimed at acquiring participations in companies or limited liability companies that have annual gross revenue of up to R$ 300 million, calculated in the fiscal year ending in the year prior to the first fund contribution, without having presented revenue higher than this limit in the last three fiscal years; Infrastructure (FIP-IE) and FIP Those that keep their assets invested in titles of issuance of joint-stock companies, publicly held or closed, which develop, respectively, new projects of infrastructure or intensive economic production in research, development and innovation in the areas of energy, transport, water and basic sanitation, irrigation and other areas prioritized by the Federal Executive Branch. Each FIP-IE and FIP-R&D must have, at least, five shareholders, whereby each shareholder cannot hold more than 40% of the shares issued by the FIP-IE or the FIP-R&D or earn income superior to 40% of the fund's income. Multi-strategy Those that do not classify in the other categories by admitting investment in different types and sizes of investee companies. These funds have the possibility of investing up to 100% of their subscribed capital in assets abroad, however, in this case, they are destined exclusively to professional investors. Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Volume by quota class: [ ] Issue price per quota: [ ] Manager participation: [ ] Performance fee: [ ] Administration fee: [ ] Target offer volume: [ ] Minimum committed capital: [ ] Investment commitment readjustment (if applicable): [ ] Target committed capital: [ ]
SCHEDULE
Offer Start Date: [ ]
Offer End Date: [ ]
DOCUMENTS AVAILABILITY
Tax Treatment: [ ]

Circular Letter CVM/SRE No. 01/2021

COMISSÃO DE VALORES MOBILIÁRIOS

SUPERINTENDÊNCIA DE REGISTRO DE VALORES MOBILIÁRIOS

Circular Letter No. 1/2021-CVM/SRE

Circular Letter No. 1/2021-CVM/SRE

TABLE OF CONTENTS

1. THE REGISTRATION SUPERINTENDENCY OF SECURITIES

1.1. Communication with the SRE

1.2. Calculation of deadlines

Lineage: In force