CVM Resolution 183

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 7 de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000

Amends CVM Resolution No. 80, of March 29, 2022, and CVM Resolution No. 160, of July 13, 2022.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on May 3, 2023, based on the provisions of Articles 8, I, 19, and 21 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

Art. 1 CVM Resolution No. 80, of March 29, 2022, shall enter into force with the following wording:

“Art. 22..............................................................
VI – notice convening the ordinary general assembly, within 21 (twenty-one) days before the date scheduled for the holding of the ordinary general assembly or on the same day of its first publication, whichever occurs first; ..........................................................................” (NR)

“Art. 25..............................................................
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§ 2.................................................................
I – on the date of the request for registration of the public distribution of securities, without prejudice to the provisions of § 6; ..........................................................................” (NR)

“Art. 53..............................................................
Sole Paragraph. The cancellation of the foreign issuer’s registration occurs automatically after the voluntary cancellation of the Level II or III BDR program, in accordance with the main text.” (NR)

“Art. 59-A. The official cancellation of the foreign issuer’s registration implies the cancellation of the Level II or III BDR programs sponsored by the issuer.” (NR)

Art. 2 Annex J of CVM Resolution No. 80, of March 29, 2022, shall enter into force with the wording given by Annex A to this resolution.

Art. 3 CVM Resolution No. 160, of July 13, 2022, shall enter into force with the following alterations:

“Art. 9..............................................................
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§ 2 The exception to the disclosure of a prospectus provided for in item I of the main text of this article does not apply to initial public offerings of shares, subscription warrants, convertible or exchangeable debentures, and deposit certificates for these securities, including deposit certificates for securities within the scope of a BDR Program backed by shares. .......................................................................... ” (NR)

“Art. 25.............................................................
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§ 2 Public offerings of securities of issuers not registered with the CVM and of deposit certificates of securities within the scope of Level I and II Sponsored BDR Programs backed by shares may only be directed to professional investors.
§ 3 Public distribution offerings of deposit certificates of securities within the scope of BDR programs must also observe, with regard to the qualification of investors to whom the offering is directed, the same restrictions to which the public offering abroad of the securities serving as collateral for the BDRs is subject.” (NR)

“Art. 26.............................................................
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II – subsequent distribution of shares, subscription warrants, deposit certificates of securities within the scope of Level III Sponsored BDR Program backed by shares, convertible or exchangeable debentures, and deposit certificates for these securities of issuers in the operational phase (“subsequent share offering”) directed to:
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III-A – subsequent distribution of deposit certificates of securities within the scope of Level I and II Sponsored BDR Programs backed by shares (“subsequent Level I and II Sponsored BDR with share collateral”);
..........................................................................

V-A – distribution of deposit certificates of securities within the scope of Level I, II, or III Sponsored BDR Program, backed by securities representing debt, directed exclusively to professional investors (“Sponsored BDR with debt collateral”); ..........................................................................” (NR)

“Art. 28...............................................................
I – initial distribution of shares, subscription warrants, convertible or exchangeable debentures, deposit certificates for these securities, and deposit certificates of securities within the scope of Level I, II, or III Sponsored BDR Program backed by shares, except for the case provided for in item I of Art. 26;
...........................................................................
III-A – distribution of deposit certificates of securities within the scope of Level III Sponsored BDR Program backed by securities representing debt directed to qualified investors or the general investing public; ..........................................................................” (NR)

“Art. 87. There are no restrictions on trading in a regulated market of assets acquired:
I – in the offerings listed in items I to III-A, item IV, letter “b”2, item V letter “c”, item V-A, item VI, letter “c”, item VII 5, item VIII, letter “c”, and item XIII 7, all of the main text of Art. 26; and II – in transactions involving fixed-income securities, when carried out through transactions with coupled commitments of repurchase by the seller and resale by the buyer, with maturity on a future date, prior to or equal to the maturity of the securities subject to the operation, carried out with predetermined profitability or remuneration parameters, provided that free movement of the securities is not permitted. § 1 The provisions of this article do not remove the restrictions on trading in a regulated market provided for in specific regulation applicable to deposit certificates backed by shares or securities representing debt issued abroad (BDR). § 2 In the event of transfer of the collateral asset of the committed operation due to default of the repurchase commitment referred to in item II of the main text, the acquirer is permitted to alienate the received assets to other investors, observing the restrictions on timeframes and type of investor provided for in Art. 86.” (NR)

Art. 4 Items XI and XII of Art. 26, item VI of Art. 28, and § 2 of Art. 86, all of CVM Resolution No. 160, of July 13, 2022, are hereby repealed.

Art. 5 This resolution enters into force on June 1, 2023.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President

ANNEX A TO CVM RESOLUTION NO. 183, OF MAY 11, 2023

ANNEX J
Specific Rules for Issuers of Shares, Deposit Certificates for Shares, or Securities Representing Debt that Collateralize Deposit Certificates of Securities – BDR Level II and Level III

Art. 1 For the purposes of this Annex, a foreign issuer is considered one that has its headquarters outside Brazil.
Sole Paragraph. The terms “BDR”, “issuer”, “foreign issuer”, “local supervisor”, and “program” are used in this annex with the meaning attributed to them in the specific regulation that provides for deposit certificates issued in Brazil backed by shares, deposit certificates for shares, or securities representing debt issued abroad.

Art. 2 The obtaining of registration by a foreign issuer depends on the concomitant existence of a BDR program registered with the CVM and compliance with the provisions of Art. 3, 4, or 5.
Sole Paragraph. The choice between compliance with Art. 3, 4, or 5 lies with the foreign issuer, which must expressly indicate its option in the requests presented during the events provided for in Art. 6.

Art. 3 To obtain registration based on compliance with this article, the foreign issuer must have as its main trading market for its issued securities a stock exchange that cumulatively meets the following conditions:
I – have headquarters abroad and in a country whose local supervisor has entered into an agreement with the CVM on consultation, technical assistance, and mutual assistance for the exchange of information, 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 regulation of the entity administering an organized securities market approved by the CVM. § 1 Main trading market is considered:
I – if the foreign issuer already has shares or deposit certificates for shares admitted to trading, and observing the provisions of § 2 of this article, the market environment in which, in the previous 12 (twelve) months, such securities presented the highest trading volume; or II – if the foreign issuer is in the process of carrying out an initial public offering of distribution of shares or deposit certificates for shares, the market environment that, cumulatively:
a) has received the listing application of the foreign issuer; and b) is headquartered in the country where the foreign issuer obtains the majority of the resources from the initial public offering of distribution of the shares or deposit certificates for shares. § 2 If the foreign issuer has shares or deposit certificates for shares admitted to trading in more than one market environment abroad and the total volume traded in these environments exceeds the volume traded in market environments in Brazil in the previous 12 (twelve) months, the main trading market shall be considered the market environment abroad that, in the same period, presented the highest trading volume. § 3 For the purposes of §§ 1 and 2 of this article, if the foreign issuer’s shares are admitted to trading for a period less than 12 (twelve) months, the period elapsed since admission to trading shall be considered. § 4 The classification of “recognized market” by the entity administering an organized securities market must consider, among other factors:
I – the transparency, adequate information provision, liquidity, history, and investor protection mechanisms existing in the foreign market; and II – the risks to the preservation of the integrity and soundness of the market it administers and its image and reputation, as an entity administering an organized securities market. § 5 If, after the initial verification of the requirements of the main text, the trading volume of the assets in the “recognized market” is exceeded by the trading volume in another market, the foreign issuer will maintain its registration, provided that the securities issued by it remain admitted to trading in the “recognized market” where it originally obtained its listing. § 6 The provisions of this article apply to foreign issuers of debt-representative securities that request registration in category B, with the possibility that the main trading market is not a stock exchange, provided it is an organized securities market administered by entities that administer environments classified as “recognized markets” in accordance with this article.

Art. 4 To obtain registration based on compliance with this article, the foreign issuer must cumulatively meet the following conditions:
I – be a foreign issuer for more than 18 (eighteen) months; and II – in the previous 18 (eighteen) months:
a) have continuously maintained at least 10% (ten percent) of the shares representing its share capital in circulation; and b) have maintained, in the sum of the financial trading volume abroad of shares and deposit certificates of securities backed by shares, an average daily amount equal to or greater than R$10,000,000.00 (ten million reais). Sole Paragraph. If, after the initial verification of the requirements of the main text, the percentage of shares in circulation or the trading volume falls below the levels provided therein, the foreign issuer will maintain its registration, provided that the securities issued by it remain admitted to trading in the market where it originally obtained its listing.

Art. 5 To obtain registration based on compliance with this article, the foreign issuer must have its headquarters in a country whose local supervisor has entered into a specific bilateral agreement with the CVM aimed at cooperation, exchange of information, and increasing the effectiveness of supervision and oversight measures, including those regarding issuers of securities headquartered in that country. § 1 In deciding on the conclusion of the agreement referred to in the main text, the CVM must also consider the legal and regulatory framework for the protection of shareholders’ rights and holders of debt-representative securities in the country of the foreign issuer’s headquarters. § 2 The CVM may determine the adjustment or cancellation of programs of issuers registered based on this article in case of modification or termination of the agreements referred to in the main text. § 3 The provisions of this article apply to foreign issuers of debt-representative securities that request registration in category B.

Art. 6 Compliance with the requirements provided for in Arts. 3, 4, or 5, as applicable, must be verified upon:
I – issuer registration;
II – carrying out of a public offering of distribution of deposit certificates of securities – BDR; III – registration of a BDR program; and IV – conversion of the level of the BDR program.
§ 1 The issuer must declare compliance with the requirements provided for in Arts. 3, 4, or 5, through a document signed by its legal representative designated in accordance with Art. 9, and, in the case of a public offering of distribution of BDR, by the lead intermediary. § 2 The declaration referred to in § 1 must be accompanied by a calculation memorandum made to verify the provisions of Arts. 3, 4, or 5. § 3 Issuers registered with the CVM as foreign before December 31, 2022, are exempt from proving their classification as foreign issuers in the cases of items II and III of the main text.

Art. 7 The foreign issuer must obtain registration:
I – in category A, if the securities serving as collateral for the BDRs are:
a) shares and deposit certificates for shares; and b) securities that confer on the holder the right to acquire the securities mentioned in letter “a”, as a result of their conversion or exercise of the rights inherent to them, provided they are issued by the same issuer of the securities referred to in letter “a” or by a company belonging to the group of the said issuer; or II – in category B, in other cases.

Art. 8 The foreign issuer registered in category A that is an investment entity, as defined by accounting standards dealing with this topic, must send to the CVM and maintain on its website the following information, in addition to other requirements of this Instruction:
I – fees charged for remuneration of service providers for administration and management; II – list of charges that may be attributed 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 equity; and V – composition of its portfolio, discriminating quantity and type of titles and securities that comprise it. § 1 The information provided for in items I to IV of the main text must be sent to the CVM and updated on the issuer’s website within 7 (seven) business days of the occurrence of any changes. § 2 The information provided for in item V of the main text must be sent to the CVM and updated on the issuer’s website quarterly, on the same date of delivery of the quarterly information form and having the same reference date as this form.

Art. 9 Legal representatives domiciled and resident in Brazil must be designated, with powers to receive citations, notifications, and intimations regarding actions proposed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, including receiving correspondence, intimations, notifications, and requests for clarification:
I – the foreign issuer;
II – directors or persons performing functions equivalent to those of a director in the foreign issuer; and III – members of the board of directors, or equivalent body, of the foreign issuer.
§ 1 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 status 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 duties inherent to the function for a period of 60 (sixty) days from the resignation, without prejudice to other measures that the entity administering the market where the BDRs are traded establishes in its regulations.