Circular Letter CVM/SSE/SNC 01/24

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146- 2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 1/2024/CVM/SSE/SNC São Paulo, April 19, 2024. To Administrators and Managers of Real Estate Investment Funds ("FII") Subject: Guidelines on Holding Shareholders' Meetings and Distributing Yields. Dear Sir/Madam,

1. This Circular Letter aims to guide administrators and managers of FIIs in the adequate disclosure of the informational regime provided for in Normative Annex III to CVM Resolution No. 175 ("AN III of RCVM 175"), specifically regarding the topics of shareholders' meetings and distribution of yields.

Shareholders' Meeting

2. Regarding the shareholders' meeting, in accordance with Article 14 of AN III of RCVM 175, the FII administrator must simultaneously make available, through the means established in the aforementioned provision, all information and documents necessary for the exercise of voting rights at shareholders' meetings, so that the countdown for the holding of the meeting begins.

3. In the case of a shareholders' meeting convened by means of a consultation letter, this SSE considers that any extension of the deadline for unit holders' responses, and consequently the calculation of the results of the deliberations, must be handled by sending, through the Fundos.Net system, a new consultation letter - maintaining the unchanged order of the day - and by communicating to the market in order to give publicity to the new date, as well as by canceling the previous summons in the Fundos.Net system, highlighting as the reason for cancellation the extension of the deadline for unit holders' responses.

4. It is understood that the new date set for unit holders' responses, subject to the new consultation letter, must respect the minimum convening deadlines treated in AN III of RCVM 175.

5. It is also important to highlight that votes received until the communication regarding the extension must be maintained, and it is relevant that such information be included in the market communication referred to in item 3 above. This SSE emphasizes that all votes received until the start of the installation of any shareholders' meeting must be considered valid, under penalty of restricting the legitimate right of unit holders.

6. In the event of a change in the order of the day with the inclusion or exclusion of topics, this Superintendency considers that the administrator must issue a new summons, observing the advance notice period between the summons and the holding of the meeting, as well as proceeding with the cancellation of the previous summons notice and disclosing to the market the change in the meeting date. In this scenario, any previously received vote responses must be disregarded, and it is relevant, as in the previous case, that such information be included in the respective market disclosure.

7. If a shareholders' meeting convened to deliberate on financial statements is not installed due to lack of quorum, the aforementioned financial statements, in accordance with Article 71, § 3, of RCVM 175, are automatically approved, provided that the corresponding audit report does not contain a modified opinion. In this sense, the formalization of the approval must be included in the record of non-installation of the shareholders' meeting.

Distribution of Yields

8. This section is intended for guidelines regarding the minimum content of the explanatory notes of financial statements dealing with the distribution of yields.

9. It is understood that the essential information to be included in the explanatory note on the distribution of yields of FIIs, for its adequate understanding and compliance with Article 10, sole paragraph, of Law 8.668/93, are: (i) the calculation memory of "profits earned, calculated according to the cash regime," in observance of the aforementioned law; (ii) the declared yields; (iii) the yields actually paid; (iv) the yields to be distributed; and (v) the percentage representing the declared yields over the profit earned.

10. In this sense, this SSE guides that:
    a) regarding the calculation memory of "profits earned, calculated according to the cash regime," the Circular Letters CVM/SIN/SNC No. 01/2014 and CVM/SIN/SNC No. 01/2015 must be observed, as well as the model presented in the Quarterly Report, as standardized by RCVM 175; b) regarding declared yields, i.e., those yields for which the unit holder's right to receive was registered, the information must correspond to that presented in the Statements of Changes in Equity, as well as to the sum of the corresponding fields in the quarterly reports of the 2nd and 4th quarters; c) for yields actually paid, it is necessary to specify the amount of yields paid in the current fiscal year, even if they are subject to declaration made in previous fiscal years, such that the total value must coincide with the information presented in the Cash Flow Statements; d) regarding yields to be distributed, i.e., those already declared but not paid, the information must be consistent with that recognized in the Liabilities of the Balance Sheet; and e) regarding the calculation of the percentage of declared yields, the percentage representing the total of declared yields over the profit earned in the fiscal year, calculated according to the cash regime, must be reported.

11. This SSE guides that any differences that may occur regarding the above information must be clarified in the same explanatory notes.

12. Finally, for additional clarifications regarding the content of this Circular Letter, we request contacting the Securitization Supervision Management 1, via the electronic address gsec-1@cvm.gov.br.

Sincerely,
Cynthia Barião da Fonseca Braga
Securitization and Agriculture Manager - GSEC-1 Bruno de Freitas Gomes Securitization and Agriculture Superintendent - SSE Paulo Roberto Gonçalves Ferreira Accounting Standards and Audit Superintendent - SNC

Document electronically signed by Cynthia Bariao da Fonseca Braga, Manager, on 04/19/2024, at 12:20, based on Article 6 of Decree No. 8.539, of October 8, 2015.
Document electronically signed by Paulo Roberto Gonçalves Ferreira, Superintendent, on 04/22/2024, at 09:32, based on Article 6 of Decree No. 8.539, of October 8, 2015.
Document electronically signed by Bruno de Freitas Gomes Condeixa Rodrigues, Superintendent, on 04/22/2024, at 10:26, based on Article 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be verified on the website https://super.cvm.gov.br/conferir_autenticidade, by informing the verification code 2020645 and the CRC code 10BC42D8.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2020645 and the "CRC Code" 10BC42D8.
Reference: Process No. 19957.009383/2021-43 SEI Document No. 2020645 Circular Letter 1 OC SSE/SNC 1/24 - FII AGC and Yields (2020645) SEI 19957.009383/2021-43 / pg. 3