CVM Instruction No. 601, of August 23, 2018, Amending CVM Instructions No. 400 and No. 476

SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018 Amends and adds provisions to CVM Instructions No. 400, of December 29, 2003, and No. 476, of January 16, 2009. THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegial Body, in a meeting held on August 15, 2018, based on the provisions of arts. 4, items II and VI, 8, item I, 19, § 5, and 21, § 6, of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:
Art. 1. Article 24 of CVM Instruction No. 400, of December 29, 2003, shall come into force with the following wording:
“Art. 24. The issuer or the offeror may grant the intermediary institution an option for the distribution of a supplementary lot, to be exercised due to the provision of price stabilization services for the securities subject to the offer, under the same conditions and price as the initially offered securities, up to a predetermined amount that must be included in the Prospectus and that may not exceed 15% (fifteen percent) of the initially offered quantity. ......” (NR) Art. 2. Articles 9, 9-A, 11, 13, 17 and 18 of CVM Instruction No. 476, of January 16, 2009, shall come into force with the following wording:
“Art. 9. The offeror may not carry out another public offer of the same type of securities from the same issuer within 4 (four) months counted from the closing or cancellation date of the offer, unless the new offer is submitted for registration with the CVM. § 1. The restriction provided for in the caput is not applicable:
SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018
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§ 2. Except for offerors of securities subject to the offers provided for in § 1, the offeror has the obligation to communicate to the lead intermediary about any public offers of the same type of securities distributed with restricted efforts carried out within the period mentioned in the caput.” (NR)
“Art. 9-A ......
I – provided that priority is granted to shareholders in the subscription of 100% (one hundred percent) of the securities, observing § 1 of art. 5-B; or
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§ 5. The priority of shareholders in the subscription of the capital increase referred to in item I of the caput may only be exercised by a shareholder of the issuing company, and its assignment to third parties who are not shareholders is not permitted. § 6. If the priority is exercised before the offer price is set, the investor may stipulate in the reservation request, as a condition for its confirmation, a maximum price for subscription.” (NR)
“Art. 11 ......
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IX – make the communication provided for in art. 7-A of this Instruction; X – adopt due diligence to verify compliance with the condition for carrying out an offer provided for in art. 4-A of this Instruction;1

1 Provision altered only for punctuation modification.

SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018 XI – ensure that the offer is directed exclusively to professional investors, in accordance with art. 2 of this Instruction; XII – ensure that the limits provided for in art. 3 of this Instruction are not exceeded; XIII – adopt due diligence to verify compliance with the condition for carrying out an offer provided for in art. 9 of this Instruction; and XIV – ensure that the conditions provided for in art. 9-A, item I, and § 2, are met. Sole paragraph. REVOKED.” (NR) “Art. 13. Securities offered in accordance with this Instruction may only be traded on regulated securities markets after 90 (ninety) days from each subscription or acquisition by investors, except in the following cases:
I – negotiations with shares, subscription bonuses, share deposit certificates and securities deposit certificates within the scope of a Sponsored BDR Program Level I, Level II and Level III; and II – the lot subject to a firm placement guarantee by the coordinators indicated at the time of subscription, in public offers of the securities described in items I, III, V and VI of §1 of art. 1, observing, in the subsequent negotiation, the limits and conditions provided for in arts. 2 and 3 of this instruction. Sole paragraph. In the case provided for in item II of the caput:
SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018 I – the acquirer must observe the trading restriction provided for in the caput, counted from the exercise of the firm guarantee by the lead intermediary; II – the lead intermediary is responsible for verifying compliance with the rules provided for in arts. 2 and 3 of this instruction; and III – the negotiation must occur under the same conditions as the offer, and the transfer value may be updated due to the variation in the asset price on the curve.” (NR)
“Art. 17......
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III – disclose, until the day before the start of trading, the financial statements, accompanied by explanatory notes and the independent auditors' report, relating to the last 3 (three) closed fiscal years, except when the issuer does not possess them because it has not started its activities prior to the said period; IV – disclose subsequent financial statements, accompanied by explanatory notes and independent auditors' report, within 3 (three) months counted from the end of the fiscal year;
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VI – disclose the occurrence of a material fact, as defined by art. 2 of CVM Instruction No. 358, of January 3, 2002;
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§ 3. The issuer must disclose the information referred to in items III, IV and VI of the caput of this article:
SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018 I – on its website on the world wide web, keeping them available for a period of 3 (three) years; and II – in a system made available by the entity administering organized markets where the securities are admitted to trading. ......” (NR)
“Art. 18. ......
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III – the violation of the obligations provided for in arts. 7-A, 8 and 11 of this Instruction; and IV – the non-observance of the restrictions provided for in arts. 9, 13 and 15 of this Instruction.” (NR) Art. 3. CVM Instruction No. 476, of 2009, shall come into force with the addition of articles 3-A, 5-B, 5-C, 8-A, 10-A, 10-B and 11-A, with the following wordings:
“Art. 3-A In public offers distributed with restricted efforts, the exchange of:
I – the lead intermediary institution; and
II – the type, series and class of the securities offered.” (NR) “Art. 5-B In offers of securities distributed in the manner of this Instruction that provide for the price stabilization activity of the securities subject to the offer, the issuer or the offeror may grant the intermediary institution an option for the distribution of a supplementary lot, under the same conditions and price as the initially offered securities, up to an amount that may not exceed 15% (fifteen percent) of the offered quantity. § 1. The priority of former shareholders in relation to the part of the issued shares that make up the supplementary lot is excluded from the primary distribution. § 2. The material fact referred to in art. 9-A, § 1, must include the data referring to the granting of the option and the stabilization contract.” (NR) “Art. 5-C In offers of securities distributed in the manner of this Instruction, price stabilization operations are permitted, provided that the stabilization contract contains, at least, the clauses provided for in the model defined by the entity administering organized markets where the securities are admitted to trading. § 1. The model referred to in the caput must be previously approved by the CVM and must contain clauses that seek to:
I – guarantee the transparency of the negotiations carried out; and II – mitigate the possibilities of market manipulation.
§ 2. The signed price stabilization contract must be forwarded by the lead intermediary to the Superintendence of Market Relations and Intermediaries – SMI before the start of the stabilization activity.” (NR) “Art. 8-A The subscription or acquisition of the securities subject to the distribution offer must be carried out within a maximum period of 24 (twenty-four) months, counted from the start date of the offer, as defined in art. 7-A” (NR) SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM INSTRUCTION NO. 601, OF AUGUST 23, 2018 “Art. 10-A. The administrators of the offeror, within their legal and statutory competencies, are responsible for complying with the obligations imposed on the offeror by this Instruction.” (NR) “Art. 10-B. The administrators of the issuer, within their legal and statutory competencies, are responsible for complying with the obligations imposed on the issuer by this Instruction.” (NR) “Art. 11-A. The administrators of the lead institution of the offer, within their legal and statutory competencies, are responsible for complying with the obligations imposed on the leader by this Instruction.” (NR) Art. 4. The sole paragraph of art. 11 of CVM Instruction No. 476, of January 16, 2009, is hereby revoked. Art. 5. This Instruction enters into force on the date of its publication, except for § 3 of art. 17 of CVM Instruction No. 476, of 2009, altered by art. 2 of this Instruction, which shall enter into force on January 1, 2019. Originally signed by MARCELO BARBOSA President