CVM Resolution 182

SECURITY AND EXCHANGE 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 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 Provides for certificates of deposit issued in Brazil backed by shares, depositary certificates of shares or by debt securities issued abroad (BDR) and revokes CVM Instruction No. 332, of April 4, 2000.

The PRESIDENT OF THE SECURITY AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on May 3, 2023, based on the provisions of arts. 8, I, 19 and 21 of Law No. 6,385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Resolution provides for the issuance, trading and public distribution offers of certificates of deposit issued in Brazil backed by shares, depositary certificates of shares or by debt securities issued abroad.

CHAPTER II – DEFINITIONS
Art. 2. For the purposes of this Resolution, the following are understood:
I – Brazilian Depositary Receipts (BDR): certificates of deposit issued in Brazil backed by shares, depositary certificates of shares or by debt securities issued abroad; II – issuer: Brazilian or foreign issuer, as the case may be, that has issued abroad the securities that serve as collateral for the BDR; III – Brazilian issuer: corporation headquartered in Brazil and registered with the CVM as an issuer of securities, in category A or B, according to norms dealing with this subject; IV – foreign issuer: entity headquartered abroad that meets the following characteristics:
a) own legal personality; b) limited liability of its shareholders to the issue price of the shares subscribed or acquired; c) admission of the issued securities to trading in a securities market; d) maintenance of registration with a local supervisor, who is also responsible for supervising it; e) delegated administration, with a collegiate body as the highest instance; and f) shareholders' right to vote and dividends, with limitations and differentiations among species and classes of shares issued admitted. V – custodian institution: legal entity headquartered abroad authorized by a local supervisor to provide custody services; VI – depositary institution: legal entity that issues BDRs in Brazil backed by the securities custodied abroad; VII – recognized market: market environment classified as such under the terms of art. 16, II; VIII – sponsor: issuer of the securities that serve as collateral for the BDR, acting under an agreement entered into with the depositary institution regarding a sponsored program; IX – principal trading market: market environment determined through the application of the rules provided in the specific norm that provides for the registration of securities issuers; X – program: collection of BDRs associated by common attributes that characterize them regarding collateral, trading environment, information disclosure requirements and existence or not of sponsorship; XI – sponsored program: program instituted by a depositary institution contracted by the issuer of the securities that serve as collateral for the BDR; and XII – local supervisor: entity responsible for supervising the capital market and its participants in a jurisdiction abroad. Sole Paragraph. For the purposes of item “d” of item IV of the caput, it is admitted that the local supervisor exercises the functions of registration and supervision directly or by other means admitted in its jurisdiction.

CHAPTER III – REQUIREMENTS FOR BDR ISSUANCE
Art. 3. BDRs may only be issued with shares, depositary certificates of shares or debt securities listed or admitted to trading in organized securities markets headquartered abroad as collateral.

§ 1. Only foreign issuers may have their issued shares or depositary certificates of their issued shares as collateral for BDR.

§ 2. The issuance of BDR backed by a security issued abroad that is not admitted to trading in an organized securities market is permitted if it is a debt security issued by a Brazilian issuer.

Art. 4. BDRs may only be issued with collateral in securities admitted to trading and custodied in countries whose local supervisors have entered into an agreement of cooperation with the CVM regarding consultation, technical assistance and mutual assistance for information exchange, or are signatories to the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO.

§ 1. It is admitted that the securities be custodied and traded in different countries, provided that the local supervisors in both countries meet the requirement established in the caput.

§ 2. If the securities that serve as collateral for the issuance of BDR are traded in more than one country, the provisions of the caput must be applied with respect to the country where the principal trading market is located.

§ 3. The CVM may, as the case may be, deny registration or determine the adjustment or cancellation of programs backed by securities admitted to trading and custodied in countries whose local supervisor is or becomes considered non-cooperative, for purposes of mutual assistance for information exchange.

CHAPTER IV – CLASSIFICATION OF PROGRAMS
Art. 5. BDR programs are classified as:
I – Level I BDR, sponsored or non-sponsored;
II – Level II BDR, sponsored; and
III – Level III BDR, sponsored.

§ 1. In the sponsored modality, the BDR program must be instituted by a single depositary institution, contracted by the sponsor.

§ 2. In the non-sponsored modality, the BDR program may be instituted by one or more depositary institutions.

§ 3. A sponsored BDR program cannot coexist simultaneously with a non-sponsored BDR program backed by the same securities, and the depositary institution responsible for the non-sponsored BDR program must request the conversion and, if applicable, the transfer of the program under its responsibility to the depositary institution that will assume responsibility for the sponsored BDR program, in accordance with art. 19.

§ 4. In each program, the securities that serve as collateral for the BDR must belong to a single species and class.

CHAPTER V – CHARACTERISTICS OF PROGRAMS
Section I – Level I BDR
Art. 6. The Level I BDR program is characterized by:
I – admission to trading in organized securities markets, without prejudice to the provisions of arts. 15, 16 and 18, § 4º; II – disclosure in Brazil, by the depositary institution, of the information indicated in this Section; III – exemption from issuer registration with the CVM, except in the case of BDR backed by debt securities issued by Brazilian issuers; and IV – possibility of public distribution offer of securities, within a sponsored program, observing the target audience restrictions of the offer and the other rules provided in the norm that provides for public distribution offers of securities.

Art. 7. The depositary institution of the non-sponsored Level I program must disclose the following information regarding the issuer:
I – material facts and communications to the market; II – notices convening assemblies of holders of securities that serve as collateral for the BDR; III – notices to holders of securities that serve as collateral for the BDR; IV – resolutions of assemblies and meetings of the board of directors, or corporate bodies with equivalent functions, in accordance with the legislation in force in the country of the issuer's headquarters of the securities that serve as collateral for the BDR; and V – financial statements of the issuer, without the need for conversion into reais or reconciliation with the accounting standards in force in Brazil.

Sole Paragraph. The information referred to in the caput must be disclosed until the start of trading in Brazil on the day following the first disclosure of the information, either in the country of the issuer's headquarters or in the country where the securities that serve as collateral for the BDR are admitted to trading.

Art. 8. In the sponsored Level I BDR program, the depositary institution must disclose in Brazil all information that the issuer is obliged to disclose in its country of headquarters and in the country where the security is admitted to trading, in addition to the information provided in art. 7, within the deadline referred to therein.

§ 1. When the issuer is an investment entity, according to the definition of accounting norms dealing with this subject, the depositary institution of the sponsored Level I BDR program must also disclose:
I – fees charged for remuneration of service providers for administration and management; II – list of charges that may be imputed to the issuer and its maximum global limit per fiscal year; III – list of service providers for management, valuation, consulting, treasury, control and asset processing, bookkeeping, custody and market making; IV – report with justifications for changes in the fair value of investments that materially impact the issuer's net equity; and V – composition of its portfolio, discriminating quantity and species of titles and securities that make it up.

§ 2. The information provided in items I to IV of § 1 must be disclosed on the date the program registration is granted or within 7 (seven) business days of the occurrence of any fact that causes any alterations.

§ 3. The information provided in item V of § 1 must be disclosed within 45 (forty-five) days counted from the end of each quarter of the fiscal year.

Art. 9. The issuer of securities that serve as collateral for a Level I sponsored BDR program must designate legal representatives domiciled and resident in Brazil, with powers to receive citations, notifications and intimations related to actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent it broadly before the CVM, being able to receive correspondence, intimations, notifications and requests for clarification.

§ 1. The legal representatives must:
I – be natural persons; and
II – accept the designation in writing in a document indicating knowledge of the powers conferred upon them and the responsibilities imposed by Brazilian laws and regulations.

§ 2. In case of resignation, death, interdiction, impediment or change of state that disqualifies the legal representative from exercising the function, the issuer has a period of 15 (fifteen) business days to promote its replacement, observing the formalities referred to in § 1.

§ 3. In the event of resignation, if the issuer fails to promote the replacement, the legal representative will remain responsible for the attributes inherent to the function for a period of 60 (sixty) days counted from the resignation, without prejudice to other measures that the entity administering the market where the BDR are traded establishes in its regulations.

Art. 10. The disclosure of the information referred to in articles 7 and 8 must be carried out in Portuguese, in the language of the issuer's country of headquarters or in the language of the country where the securities are admitted to trading.

Art. 11. The entities administering the organized securities markets where Level I BDR are traded must establish alert mechanisms regarding the possibility of program discontinuation and the procedures to be followed by the depositary institution in this case, in accordance with art. 18, VI.

Section II – Level II BDR
Art. 12. The sponsored Level II BDR program is characterized by:
I – admission to trading in organized securities markets, without prejudice to the provisions of art. 18 § 3º; II – issuer registration with the CVM; and III – possibility of public distribution offer of securities, observing the target audience restrictions of the offer and the other rules provided in the norm that provides for public distribution offers of securities.

Section III – Level III BDR
Art. 13. The sponsored Level III BDR program is characterized by:
I – admission to trading in organized securities markets, without prejudice to the provisions of art. 18, § 3º; II – issuer registration with the CVM; and III – possibility of public distribution offer without target audience restrictions, observing the provisions of art. 23 of this Resolution and the other rules provided in the norm that provides for public distribution offers of securities.

CHAPTER VI – TRADING RESTRICTIONS
Art. 14. The acceptance of orders for the acquisition of BDR by intermediaries is conditioned on the verification of the compatibility of the BDR investment with the investor's profile, in accordance with the specific regulation that provides for the duty of verification of the adequacy of products, services and operations to the client's profile.

Sole Paragraph. Intermediaries must also inform their clients about the risks inherent to the BDR traded therein, in particular, when applicable, regarding the fact that it is an issuer not registered with the CVM and subject to legislation and accounting standards different from those in force in Brazil.

Art. 15. Trading in the secondary market of Level I BDR, sponsored or not, is subject to the following restrictions:
I – must occur in a specific segment or under exclusive coding for Level I BDR as assigned by the entity administering the organized securities market; and II – is restricted exclusively to qualified investors, except as provided in art. 16.

Art. 16. The acquisition of Level I BDR by investors not considered qualified is permitted, in accordance with specific regulation, provided that the principal trading market of the securities issued by the issuer of the securities that serve as collateral for the BDR is a stock exchange that cumulatively meets the following conditions:
I – be headquartered abroad and in a country whose local supervisor has entered into an agreement of cooperation with the CVM regarding consultation, technical assistance and mutual assistance for information exchange, or is a signatory to the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO; and II – be classified as a “recognized market” in the regulations of the entity administering the organized securities market approved by the CVM.

§ 1. If, after the initial verification of the requirements of the caput, the trading volume of the securities in the “recognized market” comes to be exceeded by the trading volume in another market, the trading of BDR by investors not considered qualified will continue to be permitted, provided that the securities issued by the issuer of the securities that serve as collateral for the BDR remain admitted to trading in the “recognized market” where it originally obtained its listing.

§ 2. In the case of BDR backed by debt securities, acquisition by investors not considered qualified, in accordance with specific regulation, is also admitted if:
I – the principal trading market is not a stock exchange, provided it is an organized market, as defined in specific regulation; or II – the issuer is a Brazilian issuer, regardless of what its principal trading market is.

CHAPTER VII – REGISTRATION
Art. 17. BDR programs must be registered with the CVM.

Sole Paragraph. The depositary institution must request the CVM for the registration of the program, specifying its characteristics.

Art. 18. The request for registration of a BDR program must be sent to the Superintendence of Institutional Investor Relations – SIN, in the case of Level I BDR program, and to the Superintendence of Securities Registration – SRE, in other cases, accompanied by the following documents and information:
I – contracts entered into between the depositary institution, the custodian institution and the sponsor, if applicable; II – indication of the director responsible for the program in the depositary institution; III – declaration from the entity administering the organized market regarding the approval of the request for admission to trading of the BDR, conditioned only on obtaining registration with the CVM; IV – term of assumption of responsibility by the depositary institution for the simultaneous disclosure to the market of the information provided by the sponsor in its country of headquarters and in the country where the securities are traded; V – list of information disclosed abroad regarding the issuer and the security that serves as collateral for the BDR, when it is Level I BDR, in Portuguese; VI – commitment, by the depositary institution, to observe the procedures for program discontinuation that are established by the entity administering the organized market where the BDR is traded, including upon cancellation of the program; VII – in the case of Level II and III BDR:
a) request for registration of securities issuer in category A or B; and b) reasoned manifestation signed by the depositary institution demonstrating that the local supervisors responsible for exercising supervision of the issuer and the market where its securities are admitted to trading have the competence to obtain and pass on to the CVM the information covered by the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO. VIII – in the case of Level III BDR, documents and information that prove compliance with the provisions of art. 23; IX – declaration by the depositary institution regarding the classification of the issuer under the conditions provided in art. 16, when applicable, accompanied by calculation memo and other supporting documents; and X – declaration by the depositary institution regarding any trading restrictions on the securities, in accordance with § 4, accompanied by the detailing of restrictions, if any.

§ 1. The contracts referred to in this article must stipulate the obligation of the depositary institution to provide the CVM, at any time and within the period to be determined by it, any information and documents related to the approved programs and the issued securities.

§ 2. The registration of the Level I BDR program will be automatically granted upon protocol, by the depositary institution, of the documents provided in the caput.

§ 3. In the event of subjective or objective restrictions on the trading of the securities in the country where they will be traded, the registration of the program and the distribution of the BDR in Brazil will be granted with the same restrictions.

§ 4. Without prejudice to the provisions applicable to public distribution offers of securities and to the registration of securities issuers, the legal representative of the issuer is responsible for the veracity of the information provided by the depositary that relates to:
I – limitations on the exercise of rights by BDR holders, including those resulting from the diversity between the country of the issuer's headquarters and the country of trading of the securities; II – trading requirements and limitations; III – cases of registration cancellation; and IV – subjective or objective restrictions on the trading of the securities in the country where traded.

Art. 19. The depositary institution may request the transfer of a BDR program under its responsibility to another depositary institution or the conversion of BDR programs.

§ 1. For the approval of the request referred to in the caput, it is necessary that:
I – BDR holders are notified with at least 60 (sixty) days' advance notice; II – in the case of transfer, the characteristics of the transferred BDR program are not altered, except for the possibility of modification of the custodian institution; and III – in the case of conversion, the regulation applicable to the new BDR program is observed.

§ 2. The requests referred to in the caput must be accompanied by the documents and information provided in art. 18, I, II, IV and VI, and, in the case of the conversion request, also with the documents provided in art. 18, III, VII, X, IX and X.

§ 3. Only programs of the following may be subject to conversion:

COMISSÃO DE VALORES MOBILIÁRIOS
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

I – Un-sponsored Level I BDR in sponsored Level I, II or III BDR; II – Sponsored Level I BDR in sponsored Level II or III BDR; and III – Sponsored Level II BDR in sponsored Level III BDR.

§ 3rd Conversion requests must be submitted to the SIN, in the case of conversion of an un-sponsored Level I BDR program into a sponsored Level I BDR, and to the SRE in other cases.

Art. 20. Conversion requests for programs must observe the respective analysis deadlines for the registration requests of the programs into which they are being converted.

Sole paragraph. The request for conversion of un-sponsored Level I BDR into sponsored Level I BDR will be automatically approved upon the filing, by the depositary institution, of the documents provided for in Art. 19, § 2nd.

Art. 21. Requests for transfer of BDR programs must observe the deadlines established in the regulation of the market administrator entity in which the BDRs are traded.

Art. 22. The registration request for a sponsored Level II or III BDR program must be analyzed by the SRE according to the analysis deadlines and procedures applicable to the registration request for public offerings under the ordinary distribution procedure for shares, in accordance with specific regulations.

Art. 23. A Level III BDR program can only be registered when the registration of the public distribution offering of BDRs is concurrent.

§ 1st The public distribution offering referred to in the main text must:
I – occur concurrently with the public offering abroad of the securities underlying the BDRs; and II – be subject to registration with the CVM, under the ordinary procedure, in accordance with the regulation governing public distribution offerings of securities.

Art. 24. The request for cancellation of the registration of a BDR program must be submitted to the SIN, in the case of a Level I BDR program, or to the SRE in other cases, accompanied by a declaration from the organized market administrator entity in which the BDRs are traded attesting to compliance with the procedures established by it for the discontinuation of the program, in accordance with Art. 18, VI.

COMISSÃO DE VALORES MOBILIÁRIOS
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

§ 1st The request for cancellation of the program referred to in the main text must be analyzed by the SIN or the SRE, as applicable, according to the analysis deadlines applicable to the registration request for public distribution offerings of securities, in accordance with specific regulations.

§ 2nd The SIN and the SRE, as applicable, may request other documents and additional information to support the analysis of the cancellation request.

§ 3rd For BDR programs underlying securities representing debt that have a previously defined maturity date, the cancellation of the program will occur automatically when the maturity date of the underlying asset is reached, with the depositary institution notifying the SIN or the SRE, as applicable, regarding the cancellation within 5 (five) business days after the maturity occurs.

§ 4th The cancellation of the registration of a BDR program by determination of the CVM does not exempt the issuer from compliance with the rules provided for in the regulation of the market administrator entity in which the BDRs are traded.

CHAPTER VIII – DUTIES AND RESPONSIBILITIES

Art. 25. The depositary institution must:
I – exercise the rights that fall to it in the capacity of holder of the securities serving as underlying assets for the BDRs, always in view of the interests of the BDR holders; II – manage any conflicts of interest, indicating the necessary measures so that the interests of the BDR holders always prevail; III – monitor the information provided by the issuers of the securities serving as underlying assets for Level I BDRs, alerting market participants to situations of delayed disclosure of information; IV – use its best efforts to assist the CVM in obtaining information on:
a) corporate rules applicable to the issuer; and b) measures promoted by regulators and self-regulatory organizations in the countries where the securities serving as underlying assets for the BDRs are admitted to trading, aimed at supervising the rules of such markets or compelling their observance;

COMISSÃO DE VALORES MOBILIÁRIOS
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

V – keep updated and available to the CVM statements reflecting the daily movement of issued and cancelled BDRs; VI – assign responsibility for compliance with this Resolution to a statutory director; and VII – be diligent in preserving the interests of BDR holders in the event of actions for compensation of damages existing in any foreign jurisdictions.

§ 1st In cases where it exercises the voting rights of the securities serving as underlying assets for a BDR program, the depositary institution must do so in the manner instructed by the BDR holders whenever the contracts relating to the program allow it, or in the best interest of the BDR holders, when such contracts prevent voting instructed by them.

§ 2nd The depositary institution must prepare a semi-annual report and keep it available to the CVM for 5 (five) years or for a longer period if expressly determined, evidencing compliance with the provisions of item III of the main text.

Art. 26. The depositary institution and its responsible director are liable to the CVM for non-compliance with the duties assigned to them under this Resolution.

CHAPTER IX – PENALTIES

Art. 27. Non-compliance with Arts. 7th, 8th, 9th, 10, 11, 14, 15, 17 and 25 is considered a serious offense, for the purposes of Art. 11 of Law 6.385, of December 7, 1976.

CHAPTER X – FINAL PROVISIONS

Art. 28. CVM Instruction No. 332, of April 4, 2000, is hereby repealed.

Art. 29. This resolution enters into force on June 1, 2023.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President