CVM Resolution 80 of March 29, 2022, as amended by Resolutions CVM No. 59/21, 162/22, 168/22, 173/22, 180/23, 183/23, 198/24, 204/24, 207/24, 226/25 and 231/25

COMMISSION FOR SECURITIES AND EXCHANGE
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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 80, OF MARCH 29, 2022, WITH THE CHANGES INTRODUCED BY CVM RESOLUTIONS NO. 59/21, 162/22, 168/22, 173/22, 180/23, 183/23, 198/24, 204/24, 207/24, 226/25 AND 231/25. Provides for the registration and the provision of periodic and occasional information by issuers of securities admitted to trading in regulated securities markets.

THE PRESIDENT OF THE COMMISSION FOR SECURITIES AND EXCHANGE – CVM makes it known that the Board, in a meeting held on March 16, 2022, based on the provisions of arts. 8, I, 21 and 22 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 registration and the provision of periodic and occasional information by issuers of securities admitted to trading in regulated securities markets.

CHAPTER II – CATEGORIES OF SECURITIES ISSUERS
Art. 2. The trading of securities in regulated markets, in Brazil, depends on the prior registration of the issuer with the CVM.
§ 1. The registration request referred to in the caput may be submitted independently of the request for registration of a public offering of distribution of securities.
§ 2. The securities issuer must be organized in the form of a corporation, unless this Resolution provides otherwise.
§ 3. This Resolution does not apply to investment funds, investment clubs, and beneficiary companies of resources originating from tax incentives.

Art. 3. The issuer may request registration with the CVM in one of the following categories:
I – Category A; or
II – Category B.
§ 1. Registration in Category A authorizes the trading of any securities of the issuer in regulated securities markets.

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022, § 2. Registration in Category B authorizes the trading of the issuer's securities in regulated securities markets, except for the following securities:
I – shares and depositary receipts of shares; or II – securities that confer on the holder the right to acquire the securities mentioned in item I, as a result of their conversion or the exercise of the rights inherent to them, provided that they are issued by the issuer of the securities referred to in item I or by a company belonging to the group of the said issuer. § 3. Shares, subscription warrants, convertible or exchangeable debentures into shares or depositary receipts of these securities issued by a pre-operational issuer registered in Category A may only be traded in regulated markets among qualified investors. § 4. The restriction provided in § 3 ceases when the issuer:
I – becomes operational; or
II – carries out a public offering of shares, subscription warrants, convertible or exchangeable debentures into shares or depositary receipts of these and shares and complies with the requirements provided in the specific regulation that authorizes the trading of the offered securities among investors considered non-qualified. § 5. For the purposes of this article, the issuer is considered pre-operational until it presents revenue from its operations, in an annual financial statement or, if applicable, in an annual consolidated financial statement prepared in accordance with CVM standards and audited by an independent auditor registered with the CVM. § 5. The issuer is considered pre-operational until it presents revenue from its operations, in a financial statement audited by an independent auditor registered with the CVM.

• § 5 with wording given by CVM Resolution No. 162, of July 13, 2022.
  § 6. The financial statement referred to in § 5:
  I – may be an individual, consolidated or combined, annual or prepared for registration purposes financial statement; and II – cannot be a pro forma financial information.

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022,

• § 6 included by CVM Resolution No. 162, of July 13, 2022.

CHAPTER III – REQUEST FOR REGISTRATION OF SECURITIES ISSUER
Section I – Registration Request
Art. 4. The issuer registration request must be sent to the Company Relations Superintendence – SEP and be accompanied by the documents identified in Annex A.

Art. 5. The SEP has 20 (twenty) business days to analyze the request, counted from the date of protocol, provided that the request is accompanied by all the documents identified in Annex A.
Art. 5. The SEP must conclude the analysis of the issuer registration request within a maximum period of 60 (sixty) days, counted from the date of protocol of all the documents listed in Annex A, with the registration being automatically approved if there is no manifestation by the SEP within this period.

• Caput with wording given by CVM Resolution No. 162, of July 13, 2022.
  § 1. If any of the documents indicated in Annex A are not filed with the registration request, the period referred to in the caput must be counted from the date of protocol of the last document that completes the instruction of the registration request. § 2. The absence of manifestation by the SEP in the period mentioned in the caput implies automatic approval of the registration request. § 2. The SEP must inform, within a period of up to 10 (ten) days counted from the protocol, about the sufficiency of the submitted documents and which documents or information are missing.
• § 2 with wording given by CVM Resolution No. 162, of July 13, 2022.
  § 2. The SEP must inform, within a period of up to 10 (ten) days counted from the protocol, about the insufficiency of the submitted documents, if applicable, and which documents or information are missing.
• § 2 with wording given by CVM Resolution No. 180, of March 22, 2023.
  § 3. The sufficiency referred to in § 2 consists of the observance of aspects related to the high standard of completeness, comprehensibility and consistency of the documents, and there may be no gaps regarding material aspects of their content. § 4. For the completion of the documentation necessary for the instruction of the registration request, a period of 10 (ten) business days is granted.

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022,

• §§ 3 and 4 included by CVM Resolution No. 162, of July 13, 2022.
  Art. 6. The period referred to in Art. 5 may be interrupted only once, if the SEP requests additional information or documents from the applicant.
  Art. 6. Within a period of 20 (twenty) business days from the presentation of all documents necessary for the instruction of the registration request, the SEP may suspend the analysis period referred to in the caput of Art. 5, by issuing an official letter with requirements to the applicant.
• Caput with wording given by CVM Resolution No. 162, of July 13, 2022.
  § 1. The applicant has 40 (forty) business days to comply with the requirements formulated by the SEP.
  § 2. The period for compliance with the requirements may be extended, only once, by 20 (twenty) business days, through a prior and justified request formulated by the issuer to the SEP.
  § 3. The SEP has 10 (ten) business days to manifest regarding the compliance with the requirements and the approval of the registration request, counted from the date of protocol of the documents and information delivered to comply with the requirements. § 4. If the requirements have not been met, the SEP, within the period established in § 3, must send an official letter to the applicant indicating the requirements that were not considered met. § 5. Within a period of 10 (ten) business days counted from the receipt of the official letter referred to in § 4 or in the remainder of the period for the end of the period referred to in § 1, whichever is greater, the applicant may comply with the requirements that were not considered met. § 6. The period for the SEP's manifestation regarding the compliance with the requirements in response to the official letter mentioned in § 4 and the approval of the registration request is:
  I – 3 (three) business days, counted from the date of protocol, in the case of a simultaneous request for registration of a public offering of shares or depositary receipts of shares; and II – 10 (ten) business days, counted from the date of protocol, in other cases. § 7. Non-compliance with the periods mentioned in §§ 1, 2 and 5 implies automatic disapproval of the registration request. § 8. The absence of manifestation by the SEP in the periods mentioned in §§ 3 and 6 implies automatic approval of the registration request.

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022, § 2. The period for compliance with the requirements may be extended only once, for a period not exceeding 20 (twenty) business days, through a prior and justified request formulated by the issuer to the SEP. § 3. From the receipt of all documents and information in compliance with the requirements formulated, the SEP has 10 (ten) business days to manifest regarding the registration request, which is automatically obtained if there is no manifestation by the SEP within this period. § 4. After the period provided in § 3 has elapsed, if there remain initially formulated requirements that have not been fully met or if the changes in documents and information necessitate new requirements, prior to the disapproval of the registration request, the SEP must send an official letter to the applicant reiterating requirements or presenting new requirements that prove necessary, granting them a period of 5 (five) business days for compliance, without prejudice to § 7. § 5. The period for compliance with new requirements may be extended only once, for a period not exceeding 5 (five) business days, through the prior presentation of a justified request by the interested parties, with the period of extension not being computed for the purposes of Art. 5. § 6. The period for the SEP's manifestation regarding the compliance with the requirements in response to the official letter mentioned in § 4 is 3 (three) business days. § 7. If, in addition to the documents and information presented in response to the official letters provided in the caput or in § 4 of this article, changes have been made in documents or in information that do not result from the compliance with requirements, the SEP may point out the occurrence of a new fact, depending on the relevance of the changes. § 8. The occurrence of a new fact must be communicated by the SEP to the applicant within the periods referred to in § 3 or § 6, and entails a new suspension of 20 (twenty) business days. § 9. After the periods referred to in § 8 have expired, the SEP must manifest regarding the registration request within the remaining period provided in Art. 5, with the registration being automatically approved if there is no manifestation by the SEP within this period.

• §§ 2 to 8 with wording given by CVM Resolution No. 162, of July 13, 2022 and § 9 included by CVM Resolution No. 162, of July 13, 2022.

Art. 7. The SEP must interrupt the analysis of the registration request only once at the request of the issuer, for up to 60 (sixty) business days.
§ 1. The absence of manifestation by the issuer regarding its intention to proceed with the registration process within the period mentioned in the caput implies automatic disapproval of the registration request.
§ 2. The registration request is considered resubmitted on the first business day subsequent to the manifestation of interest in the continuity of the process, applying to the request all procedural steps and their respective periods as if it were new, regardless of the phase in which it was when its analysis was interrupted. Art. 7-A. The registration request must be disapproved when the requirements formulated by the SEP are not met, within the periods provided in this Resolution. Sole paragraph. In the event of disapproval, the SEP must send an official letter to the issuer informing its decision, from which an appeal may be filed to the CVM Board, in accordance with the current regulation.

• Art. 7-A included by CVM Resolution No. 162, of July 13, 2022.

Subsection I – Reserved Analysis of Registration Requests Art. 7-B. If requested, the analysis of the issuer registration request may be conducted by the SEP in a reserved manner, according to the periods and procedures contained in Section I of this Chapter, until the date of approval of the registration or, in the case of a simultaneous request for registration of a public offering, until the date when the approval of the registration or the disclosure of a preliminary or definitive prospectus occurs, whichever occurs first. § 1. It is optional for the issuer to make public the existence of the registration request, restricting the reserved treatment only to the documents submitted to the CVM for the purpose of analyzing the request. § 2. The issuer may request, at any time, the end of the reserved nature of the analysis of the issuer registration request by the SEP. § 3. The conduct of the reserved analysis provided in the caput is only possible if requested simultaneously with the initial protocol of the issuer registration request. § 4. The issuer must declare in the issuer registration request the justification for confidentiality, including, in accordance with the Information Access Law – LAI, the reasons why its disclosure may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the offeror,

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022, whereby, once such declaration is presented, the reserved treatment must be approved by the technical areas.

• Subsection I and Art. 7-B included by CVM Resolution No. 162, of July 13, 2022.
  Art. 7-C. Self-regulatory entities authorized by the CVM that conduct prior analyses of issuer registration requests must also adopt procedures that guarantee the confidentiality of their analysis processes, with the issuer requesting the reserved analysis being exempt from disclosing this request.
• Art. 7-C included by CVM Resolution No. 162, of July 13, 2022.
  Art. 7-D. If the issuer registration request submitted to the reserved analysis becomes public, the issuer must, observing the applicable rules regarding information disclosure, proceed to immediate disclosure regarding the registration request, as well as inform the SEP so that the registration request is made public, as the case may be, without prejudice to the evaluation of eventual responsibilities and the eventual suspension of the analysis of the issuer registration request. § 1. In the case where control of the information has been lost, as per the caput, it is possible to maintain the reserved treatment, by the CVM, of the documents that support the analysis of the registration request, if the offeror so requests immediately after the disclosure referred to in the caput. § 2. In the event of the caput, in the absence of disclosure by the issuer, the SEP must make the registration request public, conferring public treatment to the registration process.
• Art. 7-D included by CVM Resolution No. 162, of July 13, 2022.
  Art. 7-E. The provisions of this section apply, insofar as applicable, to the analysis processes of information updates of open companies that have submitted a request for registration of a public offering.
• Art. 7-E included by CVM Resolution No. 162, of July 13, 2022.

Section II – Exemption from Registration
Art. 8. The following are automatically exempt from the registration of securities issuers:
I – foreign issuers whose securities are underlying for securities depositary receipt programs – Level I BDRs, sponsored or not; II – issuers of certificates of additional construction potential;

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022, III – issuers of investment certificates related to the Brazilian cinematographic audiovisual area; IV – issuers of Structured Operations Certificates – COE, Financial Notes – LF and Guaranteed Real Estate Note – LIG that carry out a public offering of these financial instruments in accordance with the specific CVM regulation that provides for the public offerings of distribution of COE, LF and LIG; V – the small-sized business entity that is the issuer, exclusively, of securities distributed with exemption from registration of public offering through an electronic platform for participative investment, in accordance with specific regulation; VI – the company whose shares owned by the Union, States, Federal District and Municipalities and other entities of the Public Administration are the object of a public offering of distribution not subject to registration in accordance with specific regulation on public offerings of distribution of securities. VI – the company whose shares owned by the Union, States, Federal District and Municipalities and other entities of the Public Administration are the object of an offering not subject to specific regulation on public offerings of distribution of securities;

• Item VI with wording given by CVM Resolution No. 162, of July 13, 2022.
  VII – the issuer of securities of debt instruments subject to a public offering intended exclusively for professional investors and whose offering is carried out by the automatic distribution procedure, in accordance with the regulation that provides for the primary or secondary public offerings of distribution of securities and the trading of the offered securities in regulated markets; and VIII – the special purpose company issuer of non-convertible debentures subject to a public offering intended exclusively for qualified investors related to the raising of resources with a view to implementing investment projects in the infrastructure area, or of economic production intensive in research, development and innovation, considered as priorities in the manner regulated by the federal Executive Power, in accordance with the requirements of the law that deals with tax incentives to such titles.
• Items VII and VIII included by CVM Resolution No. 162, of July 13, 2022.
  Sole paragraph. The public offering of distribution referred to in item VI of the caput:

Art. 3. CVM RESOLUTION NO. 80, OF MARCH 29, 2022, I – must not aim at placement with the general public; and II – must be carried out in an auction organized by an entity administering an organized market, in accordance with Law No. 8.666, of June 21, 1993.

Section III – Conversion of Category
Art. 9. The issuer may request the conversion of one registration category into another, through a request sent to the SEP.

Art. 10. The request for conversion from Category B to Category A must be accompanied by the documents referring to Category A identified in Annex A, as well as a copy of the corporate act that deliberated the conversion.
Sole paragraph. The issuer is automatically exempt from presenting any of the documents that have already been delivered to the CVM, due to the compliance with its obligations of providing periodic and occasional information, in accordance with this Resolution, provided that the presented documents have equivalent or more comprehensive content than the content of the documents required for the category in relation to which it requests conversion.

Art. 11. The request for conversion from Category A to Category B is conditioned to the compliance with the requirement for cancellation of registration provided in Art. 52, item II, of this Resolution.
Sole paragraph. The request for conversion from Category A to Category B must be accompanied by documents that prove:
I – the compliance with the caput; and
II – a copy of the corporate act that deliberated the conversion.

Art. 12. The SEP has 15 (fifteen) business days for the analysis of the request for conversion of category, counted from the date of protocol of the last document that completes the instruction of the conversion request.
§ 1. The period referred to in the caput may be interrupted only once, if the SEP requests additional information or documents from the applicant.
§ 2. The applicant has 30 (thirty) business days to c

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