CVM Instruction No. 585 of April 5, 2017, with amendments introduced by CVM Resolution No. 11/20

SECURITIES COMMISSION OF BRAZIL
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CVM INSTRUCTION NO. 585, OF APRIL 5, 2017, WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTION NO. 11/20.

Amends and adds provisions to CVM Instruction No. 332, of April 4, 2000, to CVM Instruction No. 476, of January 16, 2009, to CVM Instruction No. 480, of December 7, 2009, and to CVM Instruction No. 494, of April 20, 2011.

THE ACTING PRESIDENT OF THE SECURITIES COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on March 15, 2017, based on the provisions of Arts. 2, item V, 8, item I, 19 and 21, of Law No. 6.385, of December 7, 1976, APPROVED the following Instruction:

Art. 1 Articles 3, 4, 5, 6, 7, 10 and 12 of CVM Instruction No. 332, of April 4, 2000, shall enter into force with the following wording:

“Art. 3 ......
§ 1 ......
I – ......
......
b) disclosure, in Brazil, by the depositary institution, of the information that the issuing company is obliged to disclose in its country of origin, plus the information mentioned in § 3, until the opening of the trading session on the day following its disclosure in the country of origin; c) waiver of registration of the company, with the CVM; d) exclusive acquisition by:

1. qualified investors, as defined in specific regulation; and

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 2

2. employees of the sponsoring company or another company part of the same economic group; and
   e) possibility of distribution by public offering with restricted efforts, in accordance with specific regulation, in which case trading must necessarily occur in specific segments for Level I BDRs of an organized over-the-counter market entity or stock exchange.
   II – ......
   a) admission to trading on a stock exchange or in an organized over-the-counter market; b) registration of the company, with the CVM; and c) possibility of distribution by public offering with restricted efforts, in accordance with specific regulation.
   III – ......
   a) possibility of distribution by public offering registered with the CVM or by public offering with restricted efforts, in accordance with specific regulation;
   ......
   § 3 In non-sponsored programs, the depositary institution issuing the Level I BDR must disclose the following information, until the opening of the trading session on the day following its disclosure in the country of origin:
   ......
   § 6 The disclosure of the information referred to in item “b” of item I of § 1, and in § 3 of this article may be carried out in Portuguese or in the language of the country of origin.” (NR)

“Art. 4 ......

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 3

Sole Paragraph. Only the Level III BDR program shall be registered when the distribution of securities in Brazil and abroad is simultaneous.” (NR)

“Art. 5 The request for registration of a BDR program must be submitted to the Superintendence of Securities Registration – SRE, accompanied by the following documents and information:
......
VI – list of information disclosed in the country of origin of the securities, when it concerns Level I BDRs, in Portuguese;
......
VIII – declaration by the legal representative that the sponsoring company meets the condition of foreign issuer, in accordance with specific regulation, accompanied by the calculation memorandum made by the issuer to verify this condition, when it concerns a sponsored Level I BDR program; and IX – documents and information that prove compliance with the provisions of the sole paragraph of Art. 4 of this Instruction. X – REVOKED
......
§ 7 The depositary institution of a BDR program may submit a request for the transfer of one or more programs under its responsibility to another depositary institution, provided that:
I – the BDR holders are notified with at least 60 (sixty) days’ advance notice; and

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 4

II – the characteristics of the transferred BDR program are not altered, except for the possibility of modifying the custodian institution.
§ 8 The request for transfer of the depositary institution referred to in § 1 must be submitted to the SRE, accompanied by the documents and information provided for in items I, II and V of the caput, observing the provisions of §§ 5 and 6 of this article.” (NR)

“Art. 6 The request for registration of a BDR program must be reviewed by the SRE according to the timeframes and procedures for analysis applicable to the request for registration of public offerings for the distribution of securities, in accordance with specific regulation.” (NR)

“Art. 7 The request for cancellation of the registration of a BDR program must be submitted to the SRE 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, in accordance with § 3 of Art. 5 of this Instruction. § 1 The request for cancellation of the program referred to in the caput must be reviewed by the SRE according to the analysis timeframes applicable to the request for registration of public offerings for the distribution of securities, in accordance with specific regulation. § 2 The SRE may request other documents and additional information to support the analysis of the cancellation request.” (NR)

“Art. 10. The voting rights of the shares that serve as collateral for a BDR program must be exercised by the depositary institution in the manner instructed by the BDR holders whenever the contracts relating to the program allow, or in the best interest of the BDR holders, when such contracts prevent the vote instructed by them.” (NR)

“Art. 12. REVOKED” (NR)

Art. 2 CVM Instruction No. 332, of April 4, 2000, shall enter into force with the addition of Article 6-A, with the following wording:

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 5

“Art. 6-A Prior to the denial of the request for registration of a BDR program, the SRE will send a letter to the depositary institution, granting it the opportunity to cure curable defects, if any, within a period of 10 (ten) business days from receipt of the letter or for the remainder of the period remaining until the end of the analysis period, whichever is longer. Sole Paragraph. The period for the SRE to manifest regarding compliance with the requirements in response to the letter mentioned in the caput is 3 (three) business days, counted from the date of protocol.” (NR)

Art. 3 Articles 1, 11, 13, 14, 15 and 17 of CVM Instruction No. 476, of January 16, 2009, shall enter into force with the following wording:

“Art. 1 ......
§1 ......
......
XIV – deposit certificates of securities within the scope of a Sponsored Level I, Level II and Level III BDR program.
......” (NR)

“Art. 11. ......
......
VII – carry out the communication provided for in Art. 8; IX – carry out the communication provided for in Art. 7-A; and X – adopt diligence to verify compliance with the condition for carrying out the offering provided for in Art. 4-A of this Instruction.” (NR)

“Art. 13 ......

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 6

Sole Paragraph. The restriction provided for in the caput is not applicable to trades with shares, subscription warrants, deposit certificates of shares and deposit certificates of securities within the scope of a Sponsored Level I, Level II and Level III BDR program.” (NR)

“Art. 14. ......
......
§ 3 The restriction provided for in the caput does not apply to deposit certificates of securities within the scope of a Level I Sponsored BDR program, whose trading will take place in accordance with specific regulation.” (NR)

“Art. 15. ......
......
§ 6 The provisions of §§ 3, 4 and 5 also cover subscription warrants, debentures convertible or exchangeable for shares, the deposit certificates of these securities and shares and the deposit certificates of securities within the scope of a Level II and Level III Sponsored BDR program. ......” (NR)

“Art. 17. ......
......
§ 2 The obligations provided for in this article do not apply to:
I – issuers of securities that cannot be traded in regulated markets, in accordance with § 1; II – investment funds; and

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 7

III – issuers of deposit certificates of securities within the scope of a Level I Sponsored BDR program.
......” (NR)

Art. 4 CVM Instruction No. 476, of January 16, 2009, shall enter into force with the addition of Articles 4-A and 4-B, with the following wordings:

“Art. 4-A To carry out a public offering with restricted efforts of BDRs, the sponsoring company must meet the condition of foreign issuer or comply with the waiver of classification provided for in specific regulation. Sole Paragraph. The provisions of the caput do not apply to the sponsoring company registered with the CVM as a foreign issuer before December 31, 2009.” (NR)

“Art. 4-B Compliance with the provisions of Art. 4-A must be declared by the sponsoring company, through a document signed by the legal representative, accompanied by the calculation memorandum made by the issuer to verify the percentage of assets located in Brazil, in accordance with specific regulation” (NR)

Art. 5 Art. 48 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“Art. 48 ......
Sole Paragraph. The cancellation of the registration of a foreign issuer that sponsors a program of deposit certificates of shares – Level II or Level III BDR depends on the issuer complying with the requirements for the cancellation of the BDR program provided for in specific regulation.” (NR)

Art. 6 Articles 1 and 3 of Annex 32 – I of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wordings:

“Art. 1 ......

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 8

......
§ 2 The classification as a foreign issuer will be verified at the time of:
I – registration of the issuer with the CVM;
II – carrying out of a public offering for the distribution of deposit certificates of shares – BDR; and III – registration of a BDR program.
§ 3 The condition of foreign issuer must be declared by the issuer in the cases of § 2, through a document signed by the legal representative of the issuer designated in the form of Art. 3 of this Annex, containing:
......
§ 4 The foreign issuer will be exempt from the classification under the criterion provided for in item II of § 1, at the time of carrying out a subsequent public offering for the distribution of BDRs, if it proves, in accordance with § 3, that the percentage of assets located in Brazil does not exceed 65% (sixty-five percent) of those contained in the individual, separate or consolidated financial statements, whichever best represents the economic essence of the business for the purposes of this classification. ......” (NR)

“Art. 3 ......
I – the foreign issuer that sponsors a program of deposit certificates of shares – Level I, Level II or Level III BDR; ......” (NR)

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br CVM INSTRUCTION NO. 585, OF APRIL 05, 2017 9

Art. 7 Art. 27 of CVM Instruction No. 494, of April 20, 2011, shall enter into force with the following wording:

“Art. 27 ......
......
IV – debt securities of financial institutions; V – purchase of options, observing the provisions of §§ 1 and 2 of this article; and VI – deposit certificates of securities within the scope of Level I, Level II and Level III BDR programs. ......” (NR)

Art. 7 REVOKED

• Art. 7 revoked by CVM Resolution No. 11, of November 18, 2020.

Art. 8 Articles item X of Art. 5 and Art. 12 of CVM Instruction No. 332, of April 4, 2000, are revoked.

Art. 9 The republication of CVM Instruction No. 332, of 2000, with the modifications made therein since its entry into force, is determined.

Art. 10. This Instruction enters into force on the date of its publication, with the exception of Art. 5 of this Instruction, which enters into force on January 1, 2018.

Signed original by
PABLO WALDEMAR RENTERIA
Acting President