Circular Letter CVM/SSE 02/24

28/03/2024, 11:52 SEI/CVM - 1986349 - Circular Letter https://super.cvm.gov.br/sei/controlador.php?acao=documento_imprimir_web&acao_origem=arvore_visualizar&id_documento=2095285&infra_si… 1/3 SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, 4th Floor, S.404, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 2/2024/CVM/SSE São Paulo and Rio de Janeiro, March 28, 2024. To Administrators and Managers of Credit Rights Investment Funds - FIDC. Subject: Registration of securities and payment of subordinate shares in credit rights. Dear Sir/Madam,

This Circular Letter aims to disclose the understanding of this Superintendence of Securitization and Agribusiness - SSE regarding: (i) the application of art. 37 of Normative Annex II to CVM Resolution No. 175 (AN-II to CVM Res. 175) to the registration of credit rights that are securities; and (ii) the possibility of paying up subordinate shares in credit rights.

I - REGISTRATION OF SECURITIES

Circular Letter No. 8/2023/CVM/SSE ("Circular Letter 8/23") disclosed the SSE's view on the general concept of credit rights eligible for registration, referred to in art. 37 of AN-II to CVM Res. 175, as being those rights that meet the requirements of CMN Resolution No. 4.593, of 2017, notably the concept of financial assets in art. 2 of that Resolution.
However, given that the definition in art. 2 of CMN Resolution 4.593, of 2017, does not include securities, Circular Letter 8/23 did not address the registration of credit rights that are securities.
In this context, and in complement to the statement in that Circular Letter, it is necessary to clarify that this technical area considers that the reading and interpretation of art. 37 of AN-II to CVM Res. 175 also points to the need for registration of credit rights that are securities, such as Commercial Paper and Debentures.
Such securities must be registered in markets authorized by this Autarchy or deposited in a central depository authorized by the CVM, as pointed out in the sole paragraph of the same article, and not in registrars authorized by the Central Bank.
The registration and deposit of securities in entities authorized by the CVM are equally covered by the scope of CMN Resolution 4.593, of 2017, and, consequently, by the definition of registration referred to in art. 2, XX, of AN-II to CVM Res. 175.
In summary, this SSE considers that credit rights that are securities are also eligible for registration or deposit in entities authorized by this CVM.

II - PAYMENT OF SUBORDINATE SHARES IN CREDIT RIGHTS

The previously applicable rule for FIDC, CVM Instruction No. 356, admitted in its art. 15, § 2, that the payment of shares of the subordinate class be made in credit rights, in accordance with the fund's regulations.

28/03/2024, 11:52 SEI/CVM - 1986349 - Circular Letter https://super.cvm.gov.br/sei/controlador.php?acao=documento_imprimir_web&acao_origem=arvore_visualizar&id_documento=2095285&infra_si… 2/3

Although AN-II to CVM Res. 175 does not specifically address the topic regarding subordinate shares, this Superintendence considers that it continues to be possible to pay them up in credit rights.
The understanding stems from the interpretation that the provision in art. 14 of AN-II to CVM Res. 175 expanded this possibility also to senior and mezzanine sub-class shares, provided they are part of a restricted class. Thus, the aforementioned provision does not address subordinate sub-classes, which are understood to be authorized to receive contributions in credit rights without being part of a restricted class.
The above interpretation is reinforced by the facts that: (i) subordinate sub-class shares cannot be acquired by the general public (art. 13, item I, of AN-II to CVM Res. 175); (ii) the use of financial assets in the payment of shares of restricted classes is admitted, as provided in the class regulations (arts. 111 and 113 of the general part of CVM Res. 175); and (iii) the redemption and amortization of subordinate shares in credit rights is admitted (art. 16, sole paragraph, of AN-II to CVM Res. 175).
The fund's regulations, with the descriptive annexes of the classes and the appendices of the sub-classes, shall establish the detailed criteria for the payment of shares in credit rights, considering the applicable regulatory provisions.

Sincerely,

Cynthia Braga
Manager - GSEC-1
Luís Felipe Lobianco
Manager - GSEC-2
Bruno de Freitas Gomes
Superintendent - SSE

Document electronically signed by Cynthia Bariao da Fonseca Braga, Manager, on 03/28/2024, at 11:21, based on art. 6 of Decree No. 8.539, of October 8, 2015.
Document electronically signed by Luis Lobianco, Manager, on 03/28/2024, at 11:45, based on art. 6 of Decree No. 8.539, of October 8, 2015.
Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 03/28/2024, at 11:52, based on art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be checked on the site https://super.cvm.gov.br/conferir_autenticidade, informing the verification code 1986349 and the CRC code 7A95EF31.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1986349 and the "CRC Code" 7A95EF31.

Circular Letter CVM/SSE 02/24

Lineage: In force