CVM Resolution No. 135 of June 10, 2022, with amendments introduced by CVM Resolutions No. 170/22 and 220/24

CVM RESOLUTION NO. 135, OF JUNE 10, 2022
WITH THE AMENDMENTS INTRODUCED BY
CVM RESOLUTIONS NO. 170/22 AND 220/24

Provides for the operation of regulated securities markets; the constitution, organization, operation and extinction of organized market administrative entities; the provision of the services referred to in § 4 of art. 2 of Law No. 6,385, of December 7, 1976, and in art. 28 of Law No. 12,810, of May 15, 2013; and revokes CVM Instruction No. 168, December 23, 1991, CVM Instruction No. 283, July 10, 1998, CVM Instruction No. 312, August 13, 1999, CVM Instruction No. 330, March 17, 2000, CVM Instruction No. 461, October 23, 2007, CVM Instruction No. 467, April 10, 2008, CVM Instruction No. 468, April 18, 2008, CVM Instruction No. 499, July 13, 2011, CVM Instruction No. 508, October 19, 2011, CVM Instruction No. 544, December 20, 2013, and CVM Explanatory Note No. 24, November 27, 1981.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on May 25, 2022, in view of the provisions of arts. 8, item I, and 18, item I, letter "f" of Law No. 6,385, of December 7, 1976, and in art. 28 of Law No. 12,810, of May 15, 2013, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution provides for:
I – the operation of regulated securities markets;

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

II – the constitution, organization, operation and extinction of organized market administrative entities; and III – the provision of the services referred to in § 4 of art. 2 of Law No. 6,385, of December 7, 1976, and in art. 28 of Law No. 12,810, of May 15, 2013, with respect to the registration of securities.

Art. 2. For the purposes of this Resolution, the following definitions apply:
I – admission of participant: process by which the organized market administrative entity authorizes a legal entity, fund or investment vehicle to operate in a market administered by it; I – relevant shareholder: investor or group of investors acting in concert or representing the same interest that holds participation in the share capital with voting rights of an organized market administrative entity equal to or greater than the threshold established in art. 44;

Item I with wording given by CVM Resolution No. 220, of November 11, 2024.
I-A – admission of participant: process by which the organized market administrative entity authorizes a legal entity, fund or investment vehicle to operate in a market administered by it;
Item I-A included by CVM Resolution No. 220, of November 11, 2024.
II – client: investor who maintains a direct commercial relationship with a participant; III – ultimate client: natural person, legal entity, fund or investment vehicle or any similar entity, in Brazil or abroad, in whose name operations with securities are carried out in regulated markets; IV – sensitive data or information: data or information so classified by the organized market administrative entity, observed the provisions of the sole paragraph of art. 108; V – organized market administrative entity for securities (or, simply, organized market administrative entity): legal entity authorized to administer an organized market for securities;

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

VI – financial market infrastructure operating entity: entity that carries out, cumulatively or individually, the processing and settlement of operations, the registration and centralized deposit of securities; VI – financial market system operating entity: entity that carries out, cumulatively or individually, the processing and settlement of operations, the registration and centralized deposit of securities;

Item VI with wording given by CVM Resolution No. 220, of November 11, 2024.
VII – organized market for securities: physical environment or electronic system intended for the negotiation or registration of operations with securities by a determined set of participants, who act on their own behalf or on behalf of third parties; VIII – regulated securities markets: organized stock and over-the-counter markets, and unorganized over-the-counter markets; IX – participant: legal entity, fund or investment vehicle to which an organized market administrative entity has granted authorization to operate in the negotiation or registration operation environments or systems of the organized securities markets administered by it; X – business continuity plans: written action plans that define the procedures and systems necessary to continue or restore the operation of the organized market in the event of interruption of critical business processes; XI – critical business processes: processes and operational activities whose unplanned interruption or unavailability may cause significant negative impact on the normal operation of organized markets; XII – relevant services provided by third parties: essential services directly related to critical business processes; XIII – centralized and multilateral system: one in which all offers relating to the same security are directed to the same negotiation channel, becoming exposed to acceptance and competition by all participants authorized to negotiate in the system;

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

XIV – critical systems: all computers, networks and electronic and technological systems that are linked to critical business processes and that directly execute or indirectly provide support to functionalities whose malfunction or unavailability may cause significant impact on the normal operation of the organized market; and XV – abnormal market situation: that in which the CVM understands that there is:
a) well-founded indication of artificial conditions of demand, supply or price of securities, price manipulation, the commission of fraudulent operations or the use of inequitable practices, as defined in specific regulation; b) doubt about the existence of adequate information for the investing public, in a timely manner and through appropriate means, for the decision to negotiate or retain securities, or to exercise any other right inherent to the condition of holder of these securities; c) indication of the practice of the activities of the securities market provided for in Laws No. 6,385, of 1976, and No. 6,404, of 1976, by natural or legal persons not authorized; d) indication of the acting of natural or legal persons in non-compliance with the registrations and authorizations granted by the CVM; e) acting of any of the market participants that causes serious and imminent risk to the reliability and regular development of the securities market; and f) serious emergency affecting the regular development of the activities of the securities market. Sole paragraph. For the purposes of this Resolution, those representing the same interest are considered the direct and indirect controllers of the persons mentioned in item I of the caput, the companies controlled by them, their affiliates, and the companies subject to common direct or indirect control with them.

Sole paragraph included by CVM Resolution No. 220, of November 11, 2024.

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

CHAPTER II – UNORGANIZED OVER-THE-COUNTER MARKET

Art. 3. Negotiation of securities not carried out or registered in an organized market in which an member of the distribution system provided for in items I, II and III of art. 15 of Law No. 6,385, of 1976, intervenes is considered to be carried out in an unorganized over-the-counter market:
I – as an intermediary; or
II – as a party, when such negotiation results from the exercise of the activity of subscription of securities on its own account for resale in the market or of purchase of securities in circulation for resale on its own account.

CHAPTER III – ORGANIZED MARKETS FOR SECURITIES
Section I – Categories of Organized Markets for Securities

Art. 4. The characteristics that differentiate organized stock and over-the-counter markets, among others, are:
I – the existence of an environment or system for the registration of previously carried out operations; II – the rules adopted in their negotiation environments or systems for price formation, as described in arts. 116 and 119, in the case of stock, and arts. 145 and 146, in the case of organized over-the-counter; III – the possibility of direct acting in the market, without the intervention of an intermediary; IV – the volume operated in their environments and systems; and V – the investing public targeted by the market. Sole paragraph. The characteristics provided for in items I and III are only admitted for organized over-the-counter markets.

Art. 5. The CVM, through a decision of the Collegiate Board, may determine the transformation of the organized over-the-counter market into a stock exchange and modify special dispensations or authorizations that have been granted under the terms of this Resolution, due to the concrete characteristics of stock or organized over-the-counter markets. Sole paragraph. The determination referred to in the caput must observe the deadlines and procedures provided for in Chapter XII of this Resolution.

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Section II – General Rules

Art. 6. Organized markets for securities may be subdivided into listing and negotiation segments, taking into account the characteristics of the operations carried out, the securities negotiated, their issuers and investors, listing and admission to negotiation requirements, the negotiation system used and the quantities negotiated.

Art. 7. The operation or extinction of an organized market for securities, a listing and negotiation segment depends on prior authorization by the CVM.

Art. 8. All informational material or advertising relating to organized markets for securities must indicate, prominently, its nature as a stock exchange or organized over-the-counter market.
§ 1. Material that falls under the concept of non-institutional advertising, understood as that which constitutes an offer of products or services related to organized markets for securities, must:
I – use calm and moderate language;
II – not underestimate the risk involved in operations with the product or service; III – comply with the principles of clarity, completeness and truthfulness of information; and IV – be sent to the Superintendence of Market and Intermediary Relations – SMI, on the same date of its disclosure. § 2. The SMI may, at any time, by reasoned decision, request corrections, alterations or even the cessation of the advertising provided for in § 1.

CHAPTER IV – ORGANIZED MARKET ADMINISTRATIVE ENTITIES
Section I – General Rules

Art. 9. Organized markets for securities must be mandatorily structured, maintained and supervised by organized market administrative entities authorized by the CVM, constituted as joint-stock companies. § 1. The requirements established by this Resolution for the structure, organization and operation of an organized market administrative entity may be fulfilled, totally or partially, through legal entities controlled by it, or by its holding company, or even by contracting third parties, provided that, at the CVM's discretion, the purposes aimed at with the imposition of such requirements are achieved. § 2. The provisions of this Resolution regarding the duties of conduct and responsibilities of partners, administrators, employees and agents of organized market administrative entities apply to the partners, administrators, employees and agents of the markets administered by them, when these are organized autonomously as a controlled company. § 3. For the purpose of applying the provisions of §§ 1 and 2, the organized market administrative entity must present, when requesting authorization for the operation of an organized market, documents and information about its legal, corporate, capital, asset and organizational structure. § 4. The Collegiate Board may dispense with the observance of requirements imposed by this Resolution for the structure, organization and operation of the organized market or the organized market administrative entity, if:
I – such requirements are incompatible with the structure or nature of the market to be administered by the entity; or II – the purposes aimed at with the imposition of such requirements are achieved by alternative mechanisms adopted by the entity.

Art. 10. The same organized market administrative entity may constitute and administer more than one organized market for securities provided that:
I – it meets the requirements required for each category of organized market; II – it obtains specific authorizations from the CVM, through a decision of the Collegiate Board; III – it maintains segregated controls of the operational risks of each market; and IV – it permanently guarantees that its self-regulation department:
a) possesses the necessary and appropriate financial and human resources for the supervision of each of the markets; and

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

b) adopts the necessary integration mechanisms for the correct supervision of the markets administered by it.

Art. 11. Organized market administrative entities may also:
I – manage clearing and settlement systems, and provide centralized deposit services for securities, provided they obtain specific authorizations from the CVM and the Central Bank of Brazil; II – provide technical, market, administrative and managerial support related to their corporate object; III – exercise, directly or indirectly, educational, promotional and editorial activities related to their corporate object and the markets they administer; IV – provide services for the development of the securities market; and V – exercise other activities upon prior notification to the CVM, without prejudice to authorizations possibly required by the CVM or by other public bodies, provided that:
a) the organized market administrative entity has the financial, technical and operational conditions for the exploitation of the new activity; b) the new activity is of low risk, including with respect to situations of possible conflict of interests; and c) the structure, rules, internal controls and segregation of activities of the organized market administrative entity are adequate and sufficient to meet the obligations contained in this Resolution.

Item V with wording given by CVM Resolution No. 220, of November 11, 2024.
§ 1. The SMI must be previously notified of the intention to exercise the new activity, with a minimum advance of 20 (twenty) business days, counted from the date of:
I – start of exercise of the activity to be exploited by the organized market administrative entity itself, or by companies in which it holds direct or indirect share participation; or II – acquisition of direct or indirect share participation in a company that already exercises the activity. § 2. The notification referred to in § 1 must be accompanied by a statement from the board of directors of the organized market administrative entity attesting to the observance of the conditions established in letters “a” to “c” of item V of the caput. § 3. The SMI may request additional information or determine the suspension of the start of the exercise of the new activity, until there is a deliberation of the Collegiate Board, under the terms of art. 184, item IV, of this Resolution. § 4. The exercise of the new activity may occur without restrictions if there is no manifestation from the SMI within the deadline referred to in § 1.
§§ 1 to 4 included by CVM Resolution No. 220, of November 11, 2024.

Art. 12. Excluding participations resulting from its financial investment policy, and without prejudice to the need to obtain applicable authorizations, including that of item V of art. 11, the organized market administrative entity and its controlled companies may only participate in the capital of third parties that develop activities connected or similar to its own.

Art. 12. Excluding participations resulting from its financial investment policy, and without prejudice to the need to obtain applicable authorizations, the organized market administrative entity and its controlled companies may only participate, directly or indirectly, in the capital of third parties observing the procedure provided for in item V of art. 11.

Art. 12 with wording given by CVM Resolution No. 220, of November 11, 2024.

Art. 13. The participation of the organized market administrative entity in the capital of participants of the markets administered by it is prohibited.

Section II – Duties of Organized Market Administrative Entities

Art. 14. The organized market administrative entity must maintain balance between its own interests and the public interest to which it must attend as responsible for the preservation and self-regulation of the markets administered by it. § 1. The provisions of the caput apply to the relevant shareholders of the organized market administrative entity.

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

§ 2. The organized market administrative entity must treat all participants of the markets administered by it in an equitable manner, paying special attention to the prevention of practices that favor, directly or indirectly, participants that are its relevant shareholders.

§§ 1 and 2 included by CVM Resolution No. 220, of November 11, 2024.

Art. 15. The organized market administrative entity must develop and maintain rules of organization and operation of its negotiation environments or systems for previously carried out operations.
§ 1. The rules referred to in the caput must include, at minimum:
I – participant regulation providing, among others, for:
a) conditions for admission and permanence of participants in the administered markets, as well as deadlines and procedures applied in the analysis of admission requests and appeals against that decision; b) hypotheses relating to the suspension and exclusion of participants, as well as deadlines and procedures applied in the analysis of appeals against that decision; and c) definition of the classes, rights and responsibilities of participants of the administered markets; II – operations regulation, including, at minimum, the definition of the operations permitted in the administered markets, as well as the monitoring structures of the business carried out or submitted to registration; and III – regulation on issuer listing, if any, and on admission of securities to negotiation, indicating, at minimum:
a) requirements for the listing of securities issuers and hypotheses in which the listing may be cancelled, if any; b) requirements for the admission to negotiation of securities in the administered markets; and c) hypotheses in which the suspension or exclusion of the negotiation of a security will be carried out, observed the provisions of art. 97;

Item b with wording given by CVM Resolution No. 220, of November 11, 2024.
III – promote cooperation and coordination between the entities responsible for self-regulation, clearing and settlement, and centralized deposit, as well as other service providers directly linked to its activities, including the processing of information related to the transactions carried out, whenever these services are not provided internally. Art. 17. The organized market administrator entity must, for the purposes of registering the operations carried out in the environments or systems administered by it, as well as for any events whose

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 histories must be maintained, synchronize the clocks used by adopting the UTC – Coordinated Universal Time standard. Sole paragraph. The accuracy and precision of the markings made must be established by the CVM taking into account the characteristics of the markets, such as volume of offers and transactions carried out, types of participants or clients, volatility and liquidity of the securities traded or subject to trading registration. Art. 18. The organized market administrator entity must develop and maintain conduct rules necessary for the efficient and regular functioning of the market and for the maintenance of high ethical standards in the administered markets, applicable to its administrators, employees, agents, and controllers, as well as to the participants of the administered markets, their administrators, employees, and agents. § 1º The conduct rules referred to in the caput must:
I – regulate, at a minimum, the carrying out of operations with securities admitted to trading or subject to trading registration in the organized securities markets administered by the entity by its administrators, employees, and agents, and by the administrators, employees, and agents of the participants, in a manner that ensures the control of the operations of such agents by the organized market administrator entity and by the participants, respectively, as well as to prevent improper negotiations by such agents; and II – provide for the sanctions applicable in case of non-compliance, observing the right of defense. § 2º The provisions of § 2º of art. 15 apply to the conduct rules referred to in this article. Art. 19. Observing the provisions of the complementary law that deals with the secrecy of operations of financial institutions, organized market administrator entities must establish, among themselves and with financial market infrastructure operator entities, mechanisms and rules:
Art. 19. Observing the provisions of the complementary law that deals with the secrecy of operations of financial institutions, organized market administrator entities must establish, among themselves and with financial market system operator institutions, mechanisms and rules:

Caput with wording given by CVM Resolution No. 220, of November 11, 2024.

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 I – of exchanging information on facts that may affect the regularity and transparency of the operations carried out in their markets, whenever the securities or their underlying assets are admitted to trading in more than one market; II – that allow the correct identification of the counterparties of the operations carried out; and III – that enable the clearing, settlement of operations, and deposit of securities.
Section III – Organization of Organized Market Administrator Entities
Art. 20. The organized market administrator entity must have the following bodies:
I – board of directors;
II – audit committee, observing the provisions of item III of art. 152; III – internal audit; IV – general management; V – self-regulation department; VI – self-regulation council; and VII – management of the self-regulation department. § 1º The bodies referred to in the caput have the duties and responsibilities established in the bylaws, observing the provisions of this Resolution. § 2º Observing the provisions of art. 48, the self-regulation activities are exclusively the responsibility of the bodies mentioned in items V to VII of the caput, prohibiting the assignment, outside the hypotheses provided for in this Resolution, of inspection and supervision functions to the board of directors and the general director. § 3º The provisions of § 2º:
I – do not prevent the participation of administrators of the organized market administrator entity in the self-regulation council, observing the provisions of art. 73; and II – do not exempt the board of directors from its competence described in item X of art. 27 nor the general director from its competences described in items II to VII of art. 34 and in art. 100.

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 Art. 21. The bylaws must establish rules regarding the administrative structure of the organized market administrator entity that ensure the adequate functioning of the administered markets and the fulfillment of its self-regulation duty. § 1º The bylaws must also provide for rules on:
I – election, inauguration, substitution, and removal of members of the board of directors, the audit committee, and the self-regulation council, as well as of the general director and the director of the self-regulation department, observing the provisions of this Resolution; II – minimum requirements for appointment to the position of general director, director of the self-regulation department, member of the board of directors, member of the audit committee, and member of the self-regulation council; III – attributions of the board of directors, the management, the audit committee, the self-regulation council, the self-regulation department, the president of the board of directors, the general director, and the director of the self-regulation department, observing the provisions of this Resolution; IV – maximum period of the precautionary suspension of participant activities that can be applied by the general director under item VII of art. 34; and V – bodies responsible for the admission, suspension, and exclusion of participants, and for the appreciation of appeals against decisions on the subject, without prejudice to the competence of the self-regulation department to apply penalties. § 2º The attributions of the bodies mentioned in item III of § 1º may be provided for in the internal regulations of the board of directors, the audit committee, the management, the self-regulation department, the self-regulation management, and the self-regulation council, as appropriate. § 3º The alterations of the bylaws of the organized market administrator entities and of the internal regulations referred to in § 2º depend on prior authorization by the CVM. Art. 22. The general assembly is competent to elect and remove members of the board of directors and to decide on all acts related to the organized market administrator entity, preserving, however, the autonomy of the self-regulation structure referred to in Chapter V.

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022
Section IV – Administrators
Art. 23. The administration of the organized market administrator entity is the responsibility of the board of directors, the general director, and the other directors.
Sole paragraph. The administrators of the organized market administrator entity must exercise the attributions and powers that the law, this Resolution, the rules elaborated by the organized market administrator entity, and its bylaws confer upon them to achieve the purposes and interest of the entity, respecting the public interest regarding the adequate functioning of the organized markets administered by it. Art. 24. Administrators must be natural persons, have an impeccable reputation, as well as experience and technical capacity necessary for the execution of the responsibilities attributed to them. Art. 25. The following are impediments to election as an administrator, or to hiring as an employee or relevant agent of the organized market administrator entity, those considered to be those who exercise a managerial function or equivalent:
I – the occurrence of any of the impediment hypotheses provided for in Law No. 6.404, of 1976, except when the Law admits dispensation by the general assembly; II – conviction for money laundering or concealment of assets, rights, and values, against the economic order, consumer relations, the national financial system, or the capital market, by a final and unappealable decision, except for the hypothesis of rehabilitation; III – the provision of false, inaccurate, or omitted declarations, when, due to their extent or content, they appear relevant for assessing the provisions of art. 24 and this article; and IV – disqualification or suspension for the exercise of office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Superintendence of Private Insurance – SUSEP, or by the National Superintendence of Complementary Pension – PREVIC. Sole paragraph. Administrators, employees, and agents who cease to meet, due to a supervening fact or unknown at the time of the approval of their name, the requirements required for the function, must be immediately removed, communicating the fact to the CVM.

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 Art. 26. When it is a proposal of the controller or the administration of the organized market administrator entity, the convening of the general assembly for the election of a board of directors councilor must be made with indication that the proposed candidates presented the declaration and the information required in Annex A, regarding:
I – qualification and professional experience; and II – their classification within the eligibility criteria and, if applicable, independence, provided for in arts. 24, 25, and 29 of this Resolution.
Section V – Board of Directors
Subsection I – Competence
Art. 27. Without prejudice to other attributions provided for in law or in the bylaws, it is the responsibility of the board of directors:
I – approve the rules regarding the general functioning of the organized markets administered, including the regulations referred to in art. 15; II – determine the recess, total or partial, of the market, without prejudice to the competence attributed to the general director under item I of art. 100; III – establish the hypotheses, deadlines, and effects of the filing of appeals to the board of directors, especially in the cases referred to in arts. 34 and 100; IV – judge appeals in the hypotheses provided for in the bylaws or in regulations; V – approve and revise with a minimum annual periodicity:
a) the corporate policies that establish the criteria for the business continuity plans and the cybersecurity program of the entity; and b) the risk management policies and the limits referred to in item “a” of item III of art. 102; VI – appreciate the annual report on the evaluation of the functioning and effectiveness of the risk management and internal controls system;

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 VII – ensure the adherence of the organized market administrator entity to the policies, strategies, and risk management limits; VIII – elect and remove the general director and other directors; IX – approve the budget of the self-regulation department and the self-regulation council, as well as the work program corresponding to it; X – examine the report provided for in item “d” of item II of art. 62, prepared by the director of the self-regulation department, and deliberate on the necessary measures by virtue of its content; XI – elect and remove the members of the self-regulation council; and XII – elect and remove the director of the self-regulation department. § 1º The documents related to item IX must be sent to the CVM within 5 (five) business days after their approval, accompanied, if applicable, by the manifestation of the board of directors on the reasons that justify the rejection of the proposal presented by the self-regulation council. § 2º Only the independent members of the board of directors can participate in the deliberation referred to in item XII. Subsection II – Composition Art. 28. The bylaws of the organized market administrator entity must establish the rules regarding the composition and functioning of the board of directors, observing the following:
I – the majority of its members must be independent councilors; and II – the same participant or entity, as well as the conglomerate or group to which they belong, cannot maintain a link with more than one member of the board of directors. Art. 29. An independent councilor is considered one who does not maintain a link with:
I – the organized market administrator entity, its direct or indirect holding company, subsidiaries, or company subject to direct or indirect common control; II – administrator of the organized market administrator entity, its direct or indirect holding company, or subsidiary;

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 III – participant of the organized market administrator entity; and IV – partner holding 5% (five percent) or more of the voting capital of the organized market administrator entity. § 1º A link with the persons mentioned in the caput is conceptualized as:
I – employment relationship or resulting from a permanent professional services contract that may lead to the loss of independence; II – direct or indirect participation, in a percentage equal to or greater than 5% (five percent) of the total capital or voting capital; III – being a spouse, partner, or relative up to the second degree; or IV – remunerated participation in any administrative, advisory, supervisory, or deliberative body. § 2º The current relationship is equated to the relationship existing for up to 1 (one) year before the inauguration as a member of the board for the purpose of the provisions of item I of § 1º of this article. § 3º Participation in an administrative or supervisory body as an independent member is not considered a link for the purpose of the provisions of the caput.
Section VI – Audit Committee
Art. 30. The audit committee is an advisory body linked to the board of directors with competence to:
I – advise on the hiring and removal of the independent auditor for the preparation of independent external audit or for any other service; II – evaluate the quarterly information, interim statements, and financial statements of the organized market administrator entity, making the recommendations considered necessary to the board of directors, including regarding the provisions of art. 43; III – evaluate and monitor the internal policies of the organized market administrator entity related to its competences, proposing improvements to the board of directors, if applicable;

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022 IV – follow up on the results of internal audit, proposing possible improvements to the board of directors; V – evaluate, regarding its effectiveness and sufficiency, the risk management and internal controls system referred to in art. 101, making the necessary recommendations to the board of directors; and VI – evaluate and monitor the risk exposures of the organized market administrator entity. § 1º The activities mentioned in items V and VI may be carried out by another statutory committee entrusted with such competence, provided that this committee is linked to the board of directors and observes the provisions of item I of art. 31 and art. 32. § 2º If existing, the body referred to in § 1º must have, at least, 1 (one) member with recognized experience in risk management. Art. 31. The audit committee must be composed of, at least, 3 (three) members indicated by the board of directors, with:
I – its coordinator must be an independent councilor, as defined in art. 29; II – at least 1 (one) of the members must have recognized experience in corporate accounting matters, as provided for in specific regulation. Sole paragraph. The characteristics provided for in items I and II may be cumulated by the same person. Art. 32. The audit committee must also have:
I – its own internal regulations, approved by the board of directors, which provide in detail for the functions and operational procedures of the committee, as well as the activities of its coordinator; and II – means to receive reports on matters related to the scope of its activities, with provision for procedures for the protection of the whistleblower and the confidentiality of the information.

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 RESOLUÇÃO CVM Nº 135, DE 10 DE JUNHO DE 2022
Section VII – Internal Audit
Art. 33. The organized market administrator entity must assign responsibility for internal audit to a statutory director, linked directly to the board of directors, or to a statutory audit committee, in accordance with applicable regulation. Sole paragraph. Internal audit must:
I – be responsible for monitoring, evaluating, and making recommendations on the quality and effectiveness of risk management policies and procedures, as well as the internal controls used; II – have its attributions approved by the board of directors; and III – have structure and budget adequate to the performance of its functions, as evaluated by the board of directors or by the audit committee, if existing, at least once a year.
Section VIII – General Director
Art. 34. It is the responsibility of the general director:
I – when requested, send to the CVM the information related to securities operations, within the deadline, form, and content indicated, with the identification of the final principals; II – admit, suspend, or exclude securities from trading; III – without prejudice to the competences of the self-regulation department, promote real-time monitoring and inspection of the operations carried out in the markets it administers; IV – take measures and adopt procedures to prevent the carrying out of operations that may constitute violations of legal and regulatory norms; V – cancel transactions carried out, as long as they have not been settled, in the administered market or suspend or request to the clearing and settlement entities to suspend their settlement, when facing situations that may constitute violations of legal and regulatory norms; VI – immediately inform the director of the self-regulation department of the facts that come to its knowledge that may constitute a violation of legal and regulatory norms;

SECURITIES 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022

VII – without prejudice to the competencies of the self-regulation department, determine the precautionary suspension of the activities of a participant in the cases provided for in the regulations of the organized market administrator entity that deal with operations permitted in managed markets, or in case of apparent violation of the rules of conduct referred to in Art. 18;

VIII – establish, ensuring broad and prior disclosure to interested parties and to the CVM:
a) the periodic contributions of participants and of issuers of listed securities; and b) the emoluments, commissions, and any other costs to be charged for services resulting from the fulfillment of its functional, operational, regulatory, and supervisory duties;

IX – enforce the penalties determined by the self-regulation council;

X – inform the CVM of the occurrence of events that affect the regular functioning of the markets it administers, even if temporarily;

XI – send to the CVM and to the director of the self-regulation department, daily, until the following day:
a) a report of the operations that were submitted to auction and of the operations cancelled, if it is a stock exchange market; b) a report of balances in deposit accounts, of individualized positions in future settlement markets and in securities lending, if the entity has authorization from the CVM and the Central Bank to provide services of centralized clearing, settlement, and deposit of securities; and c) a report with the daily movement of each trading or registration environment and of previously executed operations, with the identification of participants and final principals; and

XII – implement the policies, norms, and internal controls referred to in this Resolution, related to its competencies, supervising their observance.

§ 1º The suspension of a participant in the manner provided for in item VII must observe the maximum period provided for in the bylaws, with immediate communication to the market, to the director of the self-regulation department, to the SMI, and to the Central Bank of Brazil.

§ 2º The bylaws may attribute to other directors the competencies provided for in this article, with the exception of the provision in item VIII, whose competence may only be attributed, totally or partially, by the bylaws to the board of directors.

Art. 35. The general director must take the necessary measures to preserve the confidentiality of the information obtained in the exercise of its duties.

Art. 36. Observing the terms of the law that provides for the secrecy of operations of financial institutions, the general director may provide the board of directors with aggregated information relating to:
I – operations carried out in the trading environments and registration of previously executed operations of the markets it administers; II – positions in securities registered and subject to centralized deposit; and III – positions held in future settlement markets or in securities lending.

Art. 37. The prohibitions provided for in items III and IV of the caput of Art. 29 apply to the general director, but the provision in § 2º of Art. 29 does not apply to him.

Section IX – Social Exercise and Financial Statements

Art. 38. The social exercise of the organized market administrator entity must have a duration of 1 (one) year with an end date of December 31.

Sole paragraph. At the end of each social exercise, the entity must prepare financial statements in accordance with Law No. 6.404, of 1976, and with the norms of the CVM, which must be submitted to audit by an independent auditor registered with the CVM.

Section X – Mandatory Disclosure Information

Art. 39. Organized market administrator entities must disclose on their website, in an organized, free, and easily accessible manner, at least the following information:
I – consolidated version of the following documents and their amendments:
a) bylaws;

b) rules relating to the hypotheses, deadlines, and effects of filing appeals to the board of directors; c) norms relating to the composition and functioning of the board of directors, if provided for in the internal regulations; d) rules of conduct; e) regulations referred to in § 1º of Art. 15, as well as other normative acts, resolutions, and deliberations relating to organized securities markets issued by the organized market administrator entity; f) commercial policy, clearly and accessibly indicating the criteria, terms, and conditions, as well as explicitly stating the values charged to access and use non-free data in accordance with this Section, and any other emoluments, commissions, or taxes charged in the managed markets; and g) risk management policies;

II – information on the main characteristics of each of the managed markets, including:
a) types of offers accepted in the trading environment and description of the main rules in force relating to the organization and functioning of the market; b) updated list of participants; and c) characteristics of the securities admitted to trading or that may be subject to a previously executed operation registered;

III – occasional and periodic information from issuers of securities admitted to trading, as soon as received;

IV – information on each transaction executed or registered, including intermediaries, security, price, quantity, and time, throughout the daily sessions, in a continuous and public manner, with a maximum delay of 15 (fifteen) minutes;

V – by the end of the day on which the market operates, the minimum, maximum, weighted average, reference, adjustment, and closing prices of the underlying assets, when applicable, oscillation, as well as the quantities traded or registered, the number of transactions, and the financial volume;

VI – daily summary of the operations traded or registered in the stock exchange and organized over-the-counter markets;

VII – announcements of the adoption of special trading procedures, prior to their execution; and

VIII – decision to suspend the activities of a participant, by the end of the day on which the decision occurs.

§ 1º The content and format of the information provided for in items IV and V of the caput must:
I – guarantee access to information on a non-discriminatory basis, in an identical format and time for all market participants; II – be adequate to the characteristics of each market, to the level of knowledge of investors, and to their needs for identification, visualization, capture, and use of information; and III – facilitate the consolidation of information with similar data from other organized market administrator entities.

§ 2º Organized market administrator entities must make available for free public access by any user:
I – the amendments to the documents mentioned in item I of the caput, for a period of 5 (five) years; II – the information mentioned in item IV of the caput, for a minimum period of 20 (twenty) business days after its disclosure at the end of each day; III – the information mentioned in items V and VI of the caput, for a minimum period of 18 (eighteen) months; and IV – the information mentioned in items VII and VIII of the caput, for a period of 5 (five) years.

§ 3º Regarding securities admitted to trading or that may be subject to a previously executed operation registered, organized market administrator entities must publish a daily bulletin that includes, at minimum:
I – the information provided for in items V to VIII of the caput;

II – data relating to the activities of clearing, settlement, and centralized deposit of securities, even if carried out by market infrastructure operators contracted for this purpose, considering the regime provided for in specific regulation; and II – data relating to the activities of clearing, settlement, and centralized deposit of securities, even if carried out by financial market system operators contracted for this purpose, considering the regime provided for in specific regulation.

Item II with wording given by CVM Resolution No. 220, of November 11, 2024.

III – information relating to issuers and to the securities issued by them.

§ 4º Organized market administrator entities must communicate to the market, in an adequate prior deadline, changes in the content and format used for the disclosure of the information provided for in items IV to VI of the caput.

Art. 40. The policy for the disclosure of regulatory data provided for in items III to VIII of the caput of Art. 39 promoted by the organized market administrator entity must be previously approved by the CVM, which may authorize deferred or grouped disclosure of information, considering:
I – the mode of operation of the organized over-the-counter market; II – the degree of standardization of the security; III – whether or not it is a market segment for large lots; and IV – the type of investor who has access to the segment or to the market.

§ 1º In the case of operations submitted to registration, the disclosure policy referred to in the caput may provide for alternative forms and contents for the disclosure of operations that, in the judgment of the CVM, produce a similar effect.

§ 2º The CVM may require changes to the disclosure policy when it verifies that its rules are not sufficient to meet the provisions of this Section or for the need for adequate information and protection of investors.

Art. 41. In addition to the information provided for in Art. 39, organized market administrator entities that are not companies registered with the CVM must also disclose on their website the following information:

I – financial statements referred to in Art. 38, on the same date they are made available to shareholders, accompanied by the auditor's report; II – annually updated version of the form provided for in Annex B, within 5 (five) months counted from the date of closing of the social exercise; and III – the quarterly financial information applicable to issuers of securities, within 45 (forty-five) days counted from the date of closing of each quarter.

Sole paragraph. When granting authorization to the organized market administrator entity, the CVM may dispense with the observance of the provision in item III, taking into account the size of the market administered by the entity and the target investor public.

Art. 42. Without prejudice to its annual disclosure, the form of Annex B must be updated within 7 (seven) business days after the occurrence of the following events:
I – change of administrator or member of a statutory or permanent committee of the organized market administrator entity; II – change of controlling shareholders, direct or indirect, or variations in their shareholdings that lead them to exceed, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer; III – variation in the shareholding position of any natural or legal person, or group of persons representing the same interest, that leads them to exceed, directly or indirectly, upwards or downwards, the thresholds of 5% (five percent), 10% (ten percent), 15% (fifteen percent), and so on, of the same species or class of shares of the issuer, provided that the issuer has knowledge of such alteration; and IV – change of the independent auditor.

Section XI – Share Capital

Art. 43. The economic and financial situation of the organized market administrator entity must always be adequate to the proper functioning of the markets under its administration, and the CVM may determine the making of capital contributions whenever it considers that the economic or financial situation of the entity is not compatible with its functions, or with the conditions it must have to exercise them.

Art. 44. Prior authorization from the CVM is required for the acquisition, by a single investor or by a group of investors acting in concert or representing the same interest, of a direct or indirect participation equal to or greater than 15% (fifteen percent) of the share capital with voting rights of an organized market administrator entity.

§ 1º For the purpose of applying the rule of the caput, the acquisition of a participation that, added to that previously held by the persons mentioned in the caput, causes such persons to hold a direct or indirect participation equal to or greater than 15% (fifteen percent) of the share capital with voting rights of an organized market administrator entity is equated to the acquisition of a participation equal to or greater than 15% (fifteen percent).

§ 2º For the purposes of this Resolution, representing the same interest is considered the controller of the persons mentioned in the caput, the companies controlled by them, their affiliates, and the companies subject to common direct or indirect control with them.

§ 3º In its analysis regarding the granting of the authorization referred to in the caput, the CVM must consider, in addition to compliance with the requirements established in this Resolution regarding the controller of an organized market administrator entity, mainly, the relevance of the organized market for the Brazilian capital market, the existence or not of a formal commitment that ensures the maintenance of the organized market in national territory, and the offering of satisfactory conditions for the participation of local investors and the access of participants resident in the Country.

Art. 44. Prior authorization from the CVM is required for the acquisition of shares that allows the investor or group of investors acting in concert or representing the same interest to hold a direct or indirect participation equal to or greater than 15% (fifteen percent) of the share capital with voting rights of an organized market administrator entity.

§ 1º The following are also considered, for the purpose of calculating the percentage of participation provided for in the caput:
I – classes of shares to which plural voting is attributed, if any;

II – positions in derivatives that confer economic exposure to assets representing the share capital of the organized market administrator entity, without compensation with positions in derivatives that produce inverse economic effects;

III – rights over shares or securities with voting rights of the organized market administrator entity; and

IV – any instruments that entail the transfer of economic or political rights to the persons referred to in the caput.

§ 2º The prior authorization referred to in the caput is also necessary when the percentage established therein is exceeded as a result of the celebration of shareholders' agreements, regardless of the time at which the participants in the agreement became shareholders of the organized market administrator entity.

§ 3º Even if it has previously obtained the authorization referred to in the caput, the acquirer must, observing the provision in § 4º, obtain new and specific prior authorization from the CVM to acquire a direct or indirect participation that leads it to the condition of controlling shareholder of the organized market administrator entity, in accordance with Law No. 6.404, of December 15, 1976.

Caput and §§ 1º to 3º with wording given by CVM Resolution No. 220, of November 11, 2024.

§ 4º It is prohibited for a market participant and for other persons acting in concert with it or representing the same interest to exercise direct or indirect controlling shareholding of the entity of the market in which it participates.

§4º included by CVM Resolution No. 220, of November 11, 2024.

Art. 45. They may not hold, directly or indirectly, more than 10% (ten percent) of the share capital with voting rights of an organized market administrator entity:
I – the participant of the markets under the responsibility of the organized market administrator entity, either individually, or as a participant in a group of persons acting in concert or representing the same interest, even if not all persons in the group are market participants; and

II – the direct and indirect controllers of a participant of the markets under the responsibility of the organized market administrator entity, as well as their controlled companies, affiliates, and persons subject to common direct or indirect control.

Sole paragraph. For the purpose of calculating the 10% (ten percent) provided for in the caput, any positions in derivatives referenced in assets representing the share capital of the organized market administrator entity and any other instruments that entail the transfer of economic or political rights are also considered.

Art. 45. In the analysis regarding the granting of the authorization referred to in Art. 44, the CVM must consider, at minimum:
I – compliance with the requirements established in this Resolution regarding the controller of an organized market administrator entity; II – the relevance of the organized market for the Brazilian capital market; III – the existence or not of a formal commitment that ensures the maintenance of the organized market in national territory; IV – the offering of satisfactory and equitable conditions for the participation of local investors and the access of participants resident in the Country; V – the history of the acquirer and, if any, of its administrators regarding compliance with the norms governing the capital market; VI – the fact that the acquirer is a participant of a market managed by the organized market administrator entity, either individually, or as a member of a group of persons acting in concert or representing the same interest, even if not all persons in the group are market participants.

§ 1º Without prejudice to the provision in Art. 44, § 4º, in the event of the hypothesis provided for in item VI of the caput, the authorization must be conditioned, at minimum, to the implementation, by the organized market administrator entity, of:

I – rules, procedures, and internal controls capable of identifying, preventing, and adequately treating conflicts of interest arising from the activity of market administration and those exercised by the participant;

II – mechanisms of segregation between the activities of market administration and those exercised by the participant, which, without prejudice to the provision in Art. 28, II, include, at minimum:
a) prohibition of the existence of common administrators, employees, and relevant agents to the organized market administrator entity and to the participant; b) prohibition of the election of an administrator who has acted as an administrator, employee, or relevant agent of the participant less than 1 (one) year prior to the beginning of their activity with the organized market administrator entity; and c) prohibition of the hiring of relevant service providers that are controlling, controlled, affiliated, or subject to common direct or indirect control of the participant;

III – policies aimed at discouraging differentiated treatment of the organized market participant that holds participation in the share capital with voting rights of the respective organized market administrator entity; and

IV – restrictions established in the bylaws of the organized market administrator entity for the exercise of the voting right of the participant in deliberations that:
a) imply benefits for the participant not extendable to other participants; b) imply restrictions on rights for other participants to which the participant is not subject; c) modify eligibility requirements for members of the board of directors, the executive board, the committees whose existence is provided for in this Resolution, and the audit committee; and d) modify the attributions and competencies of the bodies referred to in item “c”.

§ 2º The rules, procedures, and internal controls referred to in item I of § 1º must include, at minimum, the establishment of a conflict supervision committee, linked to the board of directors, responsible for:
I – receiving and analyzing complaints of non-equitable treatment between participants by the organized market administrator entity;

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP Code: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP Code: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM RESOLUTION NO. 135, OF JUNE 10, 2022

II – authorize in advance the execution of contracts between the participant and the organized market administrator entity, except those that relate directly and exclusively to its activity as a participant or to its status as a shareholder of the organized market administrator entity; III – periodically review the contracts referred to in item II; and IV – prepare an annual evaluation report on the functioning and effectiveness of the measures provided for in § 1, containing recommendations regarding any identified deficiencies.

§ 3 The conflict supervision committee provided for in item II of § 2 must be formed exclusively by members who, in addition to being independent, as per art. 29, formally commit to not acting as administrators, employees, relevant agents, or service providers of the participant during the 1 (one) year period following the end of their activity with the organized market administrator entity.

§ 4 In order to gather support for its decision on the granting or not of the authorization referred to in art. 44, the CVM may make the authorization request public and establish a period for third parties who so wish to manifest themselves regarding the potential impacts on the market.

§ 5 The authorization referred to in the caput must be requested by the participant, with the consent of the organized market administrator entity, which is responsible for implementing the measures provided for in § 1.

Art. 45 with wording given by CVM Resolution No. 220, of November 11, 2024.

Art. 46. Without prejudice to other measures determined by the CVM, non-compliance with the provisions of arts. 44 and 45 must result in the limitation of voting rights inherent to the participations in the share capital, according to the percentage established in art. 44, and such limitation must be established in the bylaws of the organized market administrator entity.

§ 1 Whenever the administrative bodies of the organized market administrator entity become aware of any situation that determines the limitation of the exercise of voting rights referred to in the caput of this article, they must communicate this fact to the president of the assembly board or of the administrative body meeting, who must act in a manner to prevent the exercise of the limited voting rights.

§ 2 Without prejudice to judicial annulment and the applicable administrative sanctioning process, statutory alterations and other corporate resolutions taken based on votes that violate the limitations established in this Section do not produce effects before the CVM.

CHAPTER V – SELF-REGULATION OF ORGANIZED SECURITIES MARKETS
Section I – Self-Regulation Structure

Art. 47. The self-regulation department, the self-regulation department board, and the self-regulation council are the bodies of the organized market administrator entity responsible for inspection and supervision:
I – of the transactions carried out in the organized securities markets that are under their responsibility; II – of the organization and market monitoring activities developed by the organized market administrator entity itself; and III – of the participants of the administered organized markets, as well as their administrators, employees, and agents.

§ 1 Organized market administrator entities may attribute to the self-regulation department competence to inspect and supervise compliance, by listed issuers, of the obligations imposed on them by the rules issued by the organized market administrator entity.

§ 2 It is the responsibility of the self-regulation department, the self-regulation department director, and the self-regulation council:
I – to monitor, ex officio or by communication from the general director or third parties, compliance with the operating rules of the organized market administrator entity and the administered markets; and II – to impose penalties resulting from the violation of the norms that fall under their inspection duties.

Art. 48. Alternatively to the constitution of a self-regulation department, organized market administrator entities may exercise, observing the provisions of art. 49, the self-regulation activities referred to in this Chapter, including jointly, through:

I – the constitution of an association, controlled company, or company subject to common control, of specific purpose; or II – the hiring of an independent third party, or of a self-regulation association that maintains an agreement with the CVM for the exchange of information and for the supervision and utilization, by the CVM, of regulation, supervision, and sanction actions carried out by the private self-regulation association.

§ 1 The following is not considered an independent third party:
I – a company that is affiliated with the organized market administrator entity or its controlled or controlling company, directly or indirectly; II – whose controller or administrator:
a) holds a participation greater than 5% (five percent) or more of the voting capital of the organized market administrator entity; b) is a spouse, partner, or relative up to the second degree of an administrator or controller of the organized market administrator entity; and c) participates in any administrative, consultative, supervisory, or deliberative body of the organized market administrator entity; III – that has other commercial relationships with the organized market administrator entity, its controlling shareholder, or affiliated, controlled, or commonly controlled companies that imply loss of independence due to the characteristics, magnitude, and extent of the relationship; or IV – that, in any other way, is in a situation of conflict of interest.

§ 2 The legal entities constituted or contracted in the manner of items I and II of the caput must observe:
I – the restrictions resulting from the confidentiality and security of information related to investors and to the transactions carried out in the administered markets; and II – the other norms established for the self-regulation council, the self-regulation department director, and the self-regulation department.

Section II – Situations Requiring Prior Authorization

Art. 49. Prior authorization from the CVM is required for the exercise of self-regulation activities in the manner provided for in art. 48.

§ 1 The request for prior authorization must be sent to the SMI by the organized market administrator entity accompanied by the following documents and information:
I – the bylaws of the legal entity constituted or contracted, whose corporate object includes the provision of self-regulation services to third parties; II – indication of the self-regulation activities that will be exercised jointly or through the hiring of service provision; III – demonstration that the legal entity constituted or contracted possesses:
a) headquarters in Brazil; b) adequate and sufficient financial, technical, and operational conditions, as well as qualified personnel to carry out the self-regulation activities referred to in item II; and c) policies, rules, procedures, and internal controls that guarantee compliance with the provisions of § 2 of art. 48, as well as adequate norms and controls to identify and mitigate conflict of interest risks and to exercise its functions with independence; IV – list of administrators of the constituted or contracted entity, accompanied by the declaration and information required in Annex A, regarding:
a) professional qualification and experience; and b) their classification under the eligibility criteria provided for in arts. 24 and 25 of this Resolution; V – copy of the contract establishing a clause that stipulates joint liability between the organized market administrator entity and the legal entity constituted or contracted to carry out self-regulation for damages caused due to non-compliance with their duties, as provided for in this Chapter.

§ 2 The time limits and procedures provided for in:
I – Chapter X apply to the request for prior authorization referred to in this article, if the request is presented when applying for authorization for the functioning of the organized market administrator entity; and II – arts. 181 to 184 apply in other cases.

Section III – General Norms

Art. 50. The self-regulation department and the self-regulation council must:
I – be functionally autonomous from the administrative bodies of the organized market administrator entity whose organized market they are responsible for inspecting; II – possess autonomy in the management of resources provided for in their own budget, which must be sufficient for the execution of activities under their responsibility; and III – possess, including through the duty of cooperation of the general director, broad access to records and other documents related to the operational activities of the markets under their inspection, maintained:
a) by the clearing and settlement entity and the central depository that provide services for the administered markets, if applicable; or b) by participants of the administered markets.

Sole paragraph. The self-regulation department and the self-regulation council must keep the audit reports performed available to the CVM and to the Central Bank of Brazil, if applicable.

Art. 51. The self-regulation department, the self-regulation department director, and the self-regulation council must take the necessary measures to preserve the confidentiality of the information obtained by virtue of their competence, as well as that contained in the reports and processes under their responsibility.

Sole paragraph. The measures referred to in the caput must include:
I – clear and precise definition of practices that ensure the proper use of facilities, equipment, and files common to more than one sector of the organized market administrator entity; and II – the preservation of information by all its members, including regarding the planning of self-regulation activities, reports resulting from them, and proceedings instituted, prohibiting the

transfer of such information to unauthorized persons or those who may come to use them improperly.

Art. 52. The organized market administrator entity must develop and implement adequate conduct rules for the members of the self-regulation department and the self-regulation council, disciplining, at minimum:
I – the exercise of their functions and the circumstances of impediment due to conflict of interest; II – obligation to keep confidential the information to which they have access due to the activities performed and prohibition of using this information for purposes other than the exercise of supervision activities that the self-regulating entity is responsible for carrying out; III – the conditions under which their members may hold and trade securities admitted to trading in the environments and systems of the administered organized markets; and IV – procedures and sanctions, including suspension, in case of disciplinary infractions.

Art. 53. The members of the self-regulation council:
I – will be elected and removed by the board of directors; II – must have a fixed term of 3 (three) years, renewable once for an equal period; III – will lose their mandates only:
a) in case of resignation, judicial conviction, or in a sanctioning process instituted by the CVM, in both cases by an unappealable decision that leads to impediment or ineligibility; or b) by deliberation of the board of directors, based on a reasoned and detailed proposal of the facts justifying the removal, presented by any member of the board of directors or of the self-regulation council; and IV – are subject to the circumstances of impediment and ineligibility provided for in arts. 24 and 25.

§ 1 The removal of the self-regulation department director or members of the self-regulation council, as well as the circumstances in which the removal occurred, will be considered by the CVM when evaluating the self-regulation activities developed by the organized market administrator entity, including regarding compliance with the principle of independence and autonomy established in art. 50.

§ 2 Except for its director, members of the board of directors or the executive board, nor employees or agents of the organized market administrator entity who exercise any other function in the entity, may not be part of the self-regulation department.

Art. 54. It is also the responsibility of the self-regulation department to establish an advisory chamber with the objective of maintaining a permanent channel of discussion regarding self-regulation activities with the participants of the organized market administrator entity.

Art. 55. The self-regulation department must have its own remuneration policy applicable to its employees and relevant agents, the self-regulation director, and the members of the self-regulation council.

§ 1 The remuneration policy of the self-regulation department must prohibit the receipt of remuneration linked to the results of the organized market administrator entity or in shares and securities issued by it.

§ 2 If there is variable remuneration, the program under which the benefit will be granted must be sent to the CVM, within a period of up to 5 (five) business days after its approval.

Section IV – Self-Regulation Department

Art. 56. The self-regulation department reports directly to the self-regulation council.

Sole paragraph. The self-regulation department only reports to the board of directors for accountability regarding its activities in the fulfillment of the annual work program.

Art. 57. Without prejudice to the competencies of the self-regulation council, it is the responsibility of the self-regulation department:
I – to exercise the self-regulation activities provided for in items I to III of art. 47; II – to initiate, instruct, and conduct administrative disciplinary proceedings to investigate violations of the norms under its inspection duty; and

III – to monitor compliance, by listed issuers, of the obligations imposed on them by the rules issued by the organized market administrator entity, if this activity has been attributed to it in accordance with § 1 of art. 47.

Art. 58. The activities of the self-regulation department must be carried out with the aim of:
I – detecting possible non-compliance that may constitute violations of legal and regulatory norms; II – identifying abnormal trading or transaction registration conditions; III – identifying behaviors that may put at risk the efficient and regular functioning, transparency, and credibility of the organized market; and IV – pointing out deficiencies in the compliance with legal and regulatory norms verified in the participants of the organized market administrator entity.

§ 1 It is the responsibility of the self-regulation department to inspect and supervise the rules, procedures, and internal controls of the participants of the organized market administrator entity, through periodic inspections in the systems, books, and records, including accounting, linked to the activity performed by them.

§ 2 In the exercise of its activities, the self-regulation department must consider, when applicable, the recommendations and principles formulated by the Committee on Payments and Market Infrastructures (CPMI) and by the International Organization of Securities Commissions (IOSCO).

Art. 59. It is also the responsibility of the self-regulation department:
I – to monitor the programs and measures adopted to remedy the deficiencies mentioned in item IV of art. 58; II – to propose to the self-regulation council the application of the penalties provided for in its procedural regulation, observing the provisions of § 1 of art. 70; III – to inform the SMI about the receipt of complaints regarding the functioning of the organized securities markets administered by the entity; and

IV – to inform the SMI of deficiencies identified in the application of legal and regulatory norms to which the organized market administrator entity is subject, including regarding the norms issued by it.

Art. 60. The self-regulation department, in the exercise of its activities, may demand from the organized market administrator entity and its participants all information, even if confidential, necessary for the exercise of its competence.

Sole paragraph. The self-regulating entity must establish adequate rules, procedures, and internal controls for the preservation of the confidentiality of the information obtained in the exercise of its competencies and of the information contained in the reports and processes under its responsibility.

Section V – Self-Regulation Department Board
Subsection I – Competencies

Art. 61. The director of the self-regulation department is responsible for conducting the work of this body and must be indicated by the independent members of the board of directors for a fixed term of 5 (five) years, renewable.

Art. 62. It is the responsibility of the director of the self-regulation department:
I – to execute the annual work plan and the determinations of the self-regulation council; II – to prepare and submit to the self-regulation council:
a) the budget proposal of the self-regulating entity; b) proposal of an annual work plan for the subsequent exercise previously presented to the SMI; c) the monthly descriptive reports of supervision activities; and d) the annual accountability report of the activities carried out by the self-regulation department, audited by an independent auditor registered with the CVM; III – to inspect compliance with the obligations assumed in commitment terms; IV – to provide the CVM with the information provided for in art. 67, as well as other information that may be required by the Autarchy; and

V – to apply the penalties provided for in the procedural regulation of the self-regulation department, observing the provisions of § 1 of art. 70.

Subsection II – Appointment and Replacement

Art. 63. The director of the self-regulation department cannot be a member of the self-regulation council.

Art. 64. The requirements of independence, the impediments, and the norms regarding election and loss of office provided for in art. 29 and in items I, III, and IV of art. 53 of this Resolution apply to the director of the self-regulation department.

Art. 65. Within a period of 5 (five) days after the removal of the director of the self-regulation department, a detailed report containing the justifications considered by the board of directors to deliberate on the removal must be sent to the SMI, as well as an analysis of the performance of the self-regulation department during the management of the removed director.

Sole paragraph. The SMI may determine the disclosure to the public of the report provided for in this article.

Art. 66. The temporary replacement of the director of the self-regulation department, in cases of removal or vacancy, must comply with the provisions of the organization and functioning rules of the organized market administrator entity.

Subsection III – Information Provision

Art. 67. Without prejudice to other information that may be requested, the director of the self-regulation department must send to the SMI:
I – immediately, information about the occurrence, or indications of occurrence, of a serious violation of CVM norms; II – monthly, up to 10 (ten) business days after the end of each month:
a) a descriptive report of the supervision activities carried out by the self-regulating entity in relation to the work plan, mentioning the analyses started and concluded in the period, the participants involved, the measures adopted, and the recommendations and reservations proposed as a result of the observed facts;

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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b) copies of the audit reports concluded during the period, mentioning the audited participants; and c) copies of administrative proceedings upon their initiation and after their conclusion, including those related to the use of the loss reimbursement mechanism; and III – annually, after approval by the self-regulatory council, an accountability report of the supervision activities carried out, audited by an independent auditor registered with the CVM, indicating:
a) the structure of the self-regulatory department, indicating the human and material resources available for the execution of the annual work plan; and b) the activities carried out, informing the areas responsible for their execution, as well as the measures adopted or recommended as a result of their performance; and IV – annually, after approval by the self-regulatory council, a report containing the budget proposal for the subsequent fiscal year.

§ 1º The reports mentioned in item “b” of item II must also be sent to the Central Bank of Brazil.
§ 2º The report referred to in item III must also be disclosed on the website of the organized market administrator entity.

Art. 68. The organized market administrator entity must disclose on its website:
I – code of conduct rules applicable to members of the self-regulatory department and the self-regulatory council referred to in art. 52; II – bylaws of the association, controlled company, or company under common control, of specific purpose in the case of item I of art. 48; III – internal regulations of the self-regulatory council; IV – procedural regulations of the self-regulatory department;

V – list of members of the self-regulatory council and main executives of the self-regulatory board, accompanied by a summary curriculum; VI – approved commitment terms and the result of the judgment of the proceedings, with the disciplinary sanctions applied; and VII – report summarizing the self-regulation activities developed by the self-regulatory department in each fiscal year.

Section VI – Self-Regulatory Council
Subsection I – Competencies

Art. 69. The self-regulatory council is responsible for:
I – supervising compliance with the work plan of the self-regulatory department; and II – judging the proceedings initiated, documented, and conducted by the self-regulatory department.

Sole paragraph. The judgment sessions of the self-regulatory council must be recorded, with access to the recordings permitted for the parties to the proceedings.

Art. 70. It is incumbent upon the self-regulatory council:
I – to approve, prior to its submission to the CVM, the proposal for the procedural regulations of the self-regulatory department, establishing the deadlines and procedures relating to:
a) the initiation and processing of disciplinary proceedings; b) the negotiation and execution of commitment terms; and c) the penalties that may be applied by the self-regulatory council and by the director of the self-regulatory department, observed the provisions of § 1º of this article; II – to draft its internal regulations; III – to approve the reports referred to in item “a” of item II and items III and IV of art. 67; and IV – to approve the proposal for the annual work plan of the self-regulating entity to be submitted to the CVM.

§ 1º The procedural regulations of the self-regulatory department may attribute competence to the director of the self-regulatory department to apply a sanction in certain cases, provided that competence is given to the self-regulatory council to judge appeals against these decisions. § 2º The internal regulations of the self-regulatory council must provide for the deadline and manner in which the deliberation on the disqualification of council members will take place.

Art. 71. The self-regulatory council must have its own administrative resources, sufficient for the fulfillment of its competencies.

Art. 72. Without prejudice to the publicity determined in item VI of art. 68, the result of the judgment of the disciplinary proceedings and the commitment terms approved by the self-regulatory council must be forwarded to the SMI within 5 (five) business days.

Subsection II – Composition

Art. 73. The self-regulatory council must be composed of at least 2/3 (two-thirds) independent members, in accordance with art. 29.

Art. 74. The president of the self-regulatory council must be elected by the other members of this body, among the independent members.

Sole paragraph. The president of the self-regulatory council must conduct the administrative work of the council and represent this body before the CVM.

Subsection III – Penalties

Art. 75. The violation of norms whose inspection and supervision is incumbent upon the self-regulatory department subjects its infringers to the penalties provided for in its procedural regulations.

Sole paragraph. Without prejudice to the disclosure of the result of the judgment of the proceedings, with the disciplinary sanctions applied on the website of the organized market administrator entity on the worldwide computer network, the suspension or cancellation of access of participants in the administered markets must be communicated, immediately, to the SMI and to the Central Bank of Brazil, when applicable.

Art. 76. Subject to the penalties applied by the director of the self-regulatory department or by the self-regulatory council are:
I – the participants in the administered markets, their administrators and agents; and

II – the issuers of listed securities and their administrators, in the case of § 1º of art. 47.

§ 1º The resources resulting from fines and commitment terms must be reverted, in their entirety, to:
I – compensation of third parties harmed, in accordance with the terms and conditions established in the procedural regulations of the self-regulatory department; or II – the realization of self-regulation activities provided for in this Chapter.

§ 2º No appeal to the CVM is allowed against the decisions of the self-regulatory council.

CHAPTER VI – OPERATIONS IN ORGANIZED SECURITIES MARKETS
Section I – General Rules

Art. 77. Trading environments or systems must ensure the transparency of offers and operations carried out and provide for adequate price formation.

§ 1º If it is verified that the organized market is not adopting the necessary measures to comply with the provisions of this article, the CVM may determine the adoption of supplementary measures and, if the pointed deficiencies are not corrected, cancel the authorization for the functioning of the organized securities market.

§ 2º Operations in future settlement markets must observe the provisions of Normative Annex I to this Resolution.

§ 3º It is prohibited to grant participants priority or differentiated access to information about offers and operations carried out in the trading environments or systems.

§3º included by CVM Resolution No. 220, of November 11, 2024.

Section II – Considerations

Art. 78. The considerations established by the organized market administrator entity must be reasonable and proportional to the services provided, and may not constitute a mechanism of undue restriction on access to the markets administered by it.

Sole paragraph. The considerations established by the organized market administrator entity must adhere to the commercial policy disclosed in accordance with item “f” of item I of art. 39 and be applied in an isonomic manner to all potential interested parties, any discrimination based on commercial or corporate relationships maintained with the administrator entity being prohibited.

Sole paragraph included by CVM Resolution No. 220, of November 11, 2024.

Art. 79. The considerations established by the organized market administrator entity are not subject to prior approval by the CVM, but the Autarchy may request a detailed demonstration of their formation and determine their revision or establish maximum limits.

Section III – Admission of Participants
Subsection I – General Rules

Art. 80. Operations in an organized market may only be carried out by a participant authorized to operate in that market by the entity that administers it.

Sole paragraph. The application for participant admission must be analyzed in accordance with the deadlines and procedures provided for in the regulations.

Art. 81. In the cases and conditions defined by the organized market administrator entity, the performance in the trading or registration environments of operations previously carried out may occur:
I – by intermediary, in its own name or on behalf of a third party; and II – by other legal entities, funds, or investment vehicles in their own name without the need for intermediary intervention.

Art. 82. Participants must:
I – accept and comply with the decisions of the administration and supervision bodies of the organized market administrator entity and their respective self-regulatory bodies; and II – provide all information requested by the administration and supervision bodies of the organized market administrator entity and their respective self-regulatory bodies.

Subsection II – Requirements for Participant Admission

Art. 83. For the admission of a participant, the organized market administrator entity must consider the organizational structure and internal controls of the interested party, the human and material resources required, and the integrity and professional aptitude of the people who act on its behalf, as well as compliance with the requirements provided for in the regulation approved by its board of directors on the admission, suspension, and exclusion of participants.

Sole paragraph. The admission requirements referred to in this article must observe the principles of equal access and respect for competition.
Sole paragraph. The admission requirements referred to in this article must observe the principles of equal access, respect for competition, and non-discrimination of participants based on commercial or corporate relationships maintained with the administrator entity.

Sole paragraph with wording given by CVM Resolution No. 220, of November 11, 2024.

Art. 84. The regulation of the organized market administrator entity regarding the admission and maintenance of a participant must provide, at minimum, on:
I – possible needs for capital allocated to the protection of risks of each of the authorized activities; II – segregation of activities and other measures intended to prevent conflicts of interest; III – the obligation to adopt the UTC standard for clock synchronization as well as the required accuracy and precision; IV – existence of a department responsible for verifying compliance with the rules and code of conduct applicable to operations carried out in the market; V – need for adherence to the regulation of the loss reimbursement mechanism, if any; and VI – cases in which the authorization to operate in the market may be suspended or cancelled.

Sole paragraph. Organized market administrator entities may establish other requirements, including of unblemished reputation, or indicate other impediments for the admission and stay of participants.

Section IV – Responsibility for Operations

Art. 85. Participants are responsible for the transactions carried out in organized markets and for the operations previously carried out and registered in such markets, whether towards their clients or towards their counterparties.

§ 1º Participants are responsible, including:
I – for transactions carried out and for operations previously carried out and registered in organized markets without powers of representation or without due authorization; II – for the loss or undue alienation of securities; III – for eviction, jointly with the alienator; and IV – for the settlement of the transactions carried out and of the operations previously carried out and registered.

§ 2º The responsibility provided for in this article may be excluded in transactions carried out in the form of items III and IV of art. 142.

Section V – Investor Registration

Art. 86. The organized market administrator entity must:
I – maintain a list of investors eligible to trade in the markets administered by it, permanently updated by the participants; and II – maintain a record of the operations carried out in the markets that allow identifying the investor of each operation, in accordance with CVM regulations.

Sole paragraph. The organized market administrator entity must transmit the registration and record information to the market infrastructure operating entities that provide services to it, with the objective of maintaining a single and updated registry, including observations regarding defaulting investors. Sole paragraph. The organized market administrator entity must transmit the registration and record information to the institutions operating the financial market systems that provide services to it, with the objective of maintaining a single and updated registry, including observations regarding defaulting investors.

Sole paragraph with wording given by CVM Resolution No. 220, of November 11, 2024.

Section VI – Issuer Listing and Admission of Securities to Trading

Art. 87. Securities authorized by the CVM may be traded in an organized market.

Sole paragraph. The admission of derivatives to trading in an organized market depends on the prior approval, by the CVM, of the model of the respective contract in accordance with Normative Annex II to this Resolution.

Art. 88. The listing of an issuer in an organized market depends on the request of the issuer and the favorable decision of the organized market administrator entity.

§ 1º Without prejudice to the provisions of art. 89, the admission to trading in an organized market of the following securities depends on the listing of the issuer with the organized market administrator entity of the respective market:
I – shares and depositary receipts of shares, observed the provisions of item “b” of item IV of this paragraph; II – securities that confer on the holder the right to acquire the securities mentioned in item I, as a consequence of their conversion or the exercise of the rights inherent to them, provided they are issued by the issuer of the securities referred to in item I or by a company belonging to the group of the referred issuer; III – debt securities issued by issuers registered in categories A or B; and IV – depositary receipts of securities issued backed by:
a) debt securities issued by Brazilian issuers registered with the CVM (Sponsored BDR Level I); or b) shares or debt securities issued by a foreign issuer (Sponsored BDR Level II or III).

§ 2º The organized market administrator entity may establish other cases of issuer listing in the rules on the organization and functioning of the administered markets referred to in art. 15.

§ 3º The rules on the organization and functioning of the administered markets referred to in art. 15 must provide for the obligation of admission to trading in the administered markets of, at least, one security issued by a listed issuer.

§ 4º It is incumbent upon the organized market administrator entity responsible for the listing:
I – to monitor compliance with the obligations imposed on issuers in its listing rules; and II – to immediately communicate any decision of suspension or exclusion of trading to the other organized market administrator entities in which the securities are admitted to trading.

§ 5º The issuer must provide the documents and information that are requested by the organized market administrator entity to instruct its decision regarding the listing of the issuer or the admission of a security issued by it to trading in the markets administered by it.

Art. 89. The organized market administrator entity may admit to trading securities of issuers already listed in an organized market administered by another entity provided that:
I – there is the issuer's agreement; and
II – the organized market administrator entity adopts procedures and controls that ensure immediate compliance, in the organized markets under its responsibility, with the decisions referred to in item II of § 4º of art. 88 communicated to it.

Sole paragraph. Organized market administrator entities must establish among themselves the necessary procedures so that the decisions of suspension or exclusion of trading referred to in item II of § 4º of art. 88 are executed simultaneously in all organized markets in which the securities are admitted to trading.

Art. 90. Simultaneous trading of securities in more than one category of organized securities market is permitted.

Sole paragraph. Except in the cases provided for in art. 95, simultaneous trading in stock exchange and organized over-the-counter markets of shares and other securities representative of shares is prohibited.

Art. 91. The admission to trading in an organized market of other assets that are not securities also depends on prior approval by the CVM.

Sole paragraph. Prior approval by the CVM is not required in the auctions of the assets referred to in the main text in which the organized market administrator entity only provides an environment for trading and is not responsible, directly or indirectly:
I – for the result of the auction and subsequent physical and financial settlement; II – for compliance with legal and regulatory norms applicable to the trading of the asset; and III – for the analysis and blocking of guarantees eventually required.

Section VII – Self-Listing

Art. 92. The organized market administrator entity may list itself as an issuer in the markets administered by it as well as admit to trading securities issued by it in these markets.

Art. 93. If the securities issued by the organized market administrator entity are admitted to trading in a market administered by it, it is incumbent upon the self-regulatory department:
I – to attest that the admission to trading of these securities is in compliance with the requirements required for other issuers; and II – to continuously monitor the compliance referred to in item I.

§ 1º The provisions of items I and II of the main text also apply to cases where the organized market administrator entity is responsible for the listing of a company that competes with it as an organized market administrator entity.

§ 2º The self-regulatory department must supervise the operations carried out with securities issued by the organized market administrator entity itself, paying attention to the observance of the restrictions and limits on their trading established in statutory, legal, and contractual norms, with supervision by sampling being prohibited.

COMMISSION OF SECURITIES AND EXCHANGE
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§ 3rd The indications of the occurrence of a serious violation identified must be communicated to the SMI by the director of the self-regulation department immediately.

Section VIII – Trading of Securities Listed Outside Organized Markets

Art. 94. Trading outside organized markets of securities admitted to trading is prohibited, except in the following cases:
I – private negotiations;
II – public distribution, during the period of the respective distribution; III – subscription of quotas of funds and investment clubs, in the cases admitted in specific regulation; IV – corporate event that determines or allows the substitution or exchange of the security for another; V – alienation in a public acquisition offer; and VI – in other cases expressly provided for in regulation issued by the CVM.

Section IX – Trading of Large Blocks of Securities

Art. 95. Operations with large blocks of shares and securities representative of shares are admitted in organized stock or over-the-counter markets, in specific segments or through specific trading procedures.

§ 1st A large block operation is considered one that meets, cumulatively, the following conditions:
I – the minimum lot is not lower than that disclosed by the CVM regarding the respective security; II – occurs with a single and indivisible lot of securities; and III – has the participation of a member of the securities distribution system.

§ 2nd For the purposes of the provision of item I of § 1st, the CVM must disclose, in the first month of each year, the shares and securities representative of shares eligible for trading in large block operations and their respective minimum lots, with no securities remaining eligible for trading in this manner that have not been listed by the CVM.

§ 2nd For the purposes of the provision of item I of § 1st, the CVM must disclose, periodically, the shares and securities representative of shares eligible for trading in large block operations and their respective minimum lots, with no securities remaining eligible for trading in this manner that have not been listed by the CVM.

§ 2nd with wording given by CVM Resolution No. 170, of October 13, 2022.

§ 3rd The following criteria, among others, must be taken into consideration by the CVM for the purposes of the disclosure provided for in § 2nd:
I – average daily trading volume in the previous year; and II – liquidity patterns, including the minimum number of trading days in which there was trading in the previous year.

§ 3rd For the purposes of the disclosure provided for in § 2nd, the CVM must take into consideration the liquidity indicators of shares and securities representative of shares, such as daily trading volume and the effective realization of trading on a predetermined number of trading days.

§ 3rd with wording given by CVM Resolution No. 170, of October 13, 2022.

§ 4th The CVM may, during the fiscal year, complement or alter the list of shares and securities representative of shares, as well as their respective minimum lots, if these subsequently meet the criteria established in § 3rd.

§ 4th The CVM may, after the disclosure provided for in § 2nd, complement or alter the list of shares and securities representative of shares, as well as their respective minimum lots, observing the indicators established in § 3rd.

§ 4th with wording given by CVM Resolution No. 170, of October 13, 2022.

§ 5th Investment funds and portfolios of securities whose investment decisions are discretionary and made by the same manager must be considered as a single investor for the purposes of the provision of item II of § 1st of this article.

§ 6th Upon a reasoned request from the organized market entity administrator, the CVM may waive the observance of one or more requirements provided for in the caput of art. 77 and in item III of art. 119 in large block operations.

Section X – Suspension and Exclusion of Securities Admitted to Trading

Art. 96. The suspension of trading may be justified when:
I – the requirements for admission to trading of the security or for the listing of the issuer are no longer met, provided that it is a curable lack; or II – news or information becomes public that is vague, incomplete, or raises doubt regarding its content or origin, which may come to influence the quotation of the security in a relevant manner or induce investors to error.

§ 1st Without prejudice to the provision of item II of § 4th of art. 88, the rules referred to in the letter “c” of item III of § 1st of art. 15 must, mandatorily, regulate the procedures to be adopted when there is:
I – information about the existence of a bankruptcy petition, provided that it indicates risk of insolvency of the issuer, or of judicial or extrajudicial reorganization; II – approval of a reorganization petition, judicial or extrajudicial, or declaration of bankruptcy of the issuer; III – decree, by the Central Bank of Brazil or by the Private Insurance Superintendence, of intervention, extrajudicial liquidation, or temporary special administration of the issuer, with the intervener, liquidator, or board of directors, as the case may be, communicating the measure to the entity responsible for the administration of the organized market in which their securities are admitted to trading; and IV – the need to disclose a relevant act or fact during trading hours or in the period preceding its start, establishing deadlines and measures of a prior nature that must be observed by issuers to enable the organized market entity administrator to evaluate the need for the suspension of trading for the dissemination of relevant information.

§ 2nd The decision to suspend trading must lose effect when it is verified that the situation that justified the adoption of the measure no longer subsists, in accordance with this article.

Art. 97. The exclusion from trading is mandatory when:

I – the requirements for admission to trading of the security are no longer met, provided that it is an incurable lack; and II – the lacks or situations that justified the suspension have not been remedied.

Art. 98. The suspension or exclusion of trading of a security by decision of the organized market entity administrator in which the issuer is listed entails the immediate:
I – suspension or exclusion of trading of this same security in other organized markets in which it is admitted to trading; and II – suspension or exclusion of trading of derivatives whose underlying assets have their trading suspended or excluded, provided that the reasons that caused the suspension also affect them.

§ 1st The exclusion or suspension of trading of a security must be immediately communicated by the organized market entity administrator referred to in the caput to the market, to the other organized market entity administrators in which the respective security is admitted to trading, to the SMI and to the Superintendence of Corporate Relations – SEP.

§ 2nd The organized market entity administrators must make best efforts to enter into agreements or conventions with entities administrators located in other jurisdictions that ensure the simultaneous suspension of trading of securities admitted to trading in organized national and foreign markets.

Art. 99. The CVM may determine the suspension or exclusion of trading of a security in one or more organized markets.

Section XI – Precautionary Measures

Art. 100. The organized market entity administrator, with the objective of ensuring the efficient and regular functioning of the market or preserving high ethical standards of trading, may, through a reasoned decision of the general director:
I – decree its own recess, in case of grave emergency, communicating the fact immediately to the CVM;

II – suspend, provisionally, a participant, in the form of item VII of art. 34, when the protection of investors and the soundness of the market so require, communicating, immediately, the occurrence to the SMI, to the Central Bank of Brazil and to the director of the self-regulation department; III – prevent the realization of certain operations in its trading environments, when there are indications that they may constitute violations of legal and regulatory norms; and IV – cancel transactions carried out, provided they have not yet been settled, or suspend their settlement, or request the clearing and settlement entity to suspend, in the form of item V of art. 34.

Sole paragraph. The provision of this article does not exclude the powers attributed to the self-regulation department in this Resolution.

CHAPTER VII – RISK MANAGEMENT AND INTERNAL CONTROLS

Section I – Risk Management Procedures and Internal Controls

Art. 101. Organized market entity administrators must develop and maintain risk management policies and internal controls that are clearly documented and adequate and sufficient for:
I – ensuring compliance with obligations provided for by law, in this Resolution and in other norms issued by the CVM; II – identifying, measuring, evaluating, monitoring, reporting, controlling and mitigating the risks inherent to the markets administered and to the activities developed by the organized market entity administrator, such as regulatory, credit, liquidity, operational, strategic and financial risks; III – mitigating the effects of interruptions in the services and activities of its suppliers and relevant service providers; and IV – controlling the risks of each administered market in a segregated manner, as well as the risks of these markets considered jointly.

§ 1st In the elaboration of the risk management and internal control policies and procedures referred to in the caput, the organized market entity administrator must consider all relevant risks inherent to the organized stock and over-the-counter markets administered and to the activities developed by the organized market entity administrator, as well as the risks that, individually, may be considered insignificant, but that, combined with other risks, become relevant.

§ 2nd The organized market entity administrator must keep available to the CVM the risk management and internal control policies and procedures treated in this article, as well as make timely reporting of critical situations related to their application, accompanied by the respective justification.

§ 3rd Annually, organized market entity administrators must prepare an evaluation report on the functioning and effectiveness of the risk management and internal control system, containing recommendations regarding any identified deficiencies.

§ 4th The annual report referred to in § 3rd must be submitted to the board of directors or other competent statutory body of the organized market entity administrator, and sent to the SMI within 5 (five) business days after its approval.

§ 5th The organized market entity administrator must prepare and maintain a document in which the procedures to be followed for the evaluation of the efficiency and effectiveness of the risk management and internal control system are indicated, informing, at minimum:
I – methodology applied for the choice and realization of audits, including parameters used for verification of abnormalities or failures, as well as criteria established for the selection of samples; and II – procedures carried out for the analysis of the deficiencies found.

Art. 102. The risk management policies and procedures must:
I – be compatible with the nature and complexity of the operations carried out in the administered markets, and of the products, services, activities and processes of the institution; II – be proportional to the dimension and relevance of exposure to risks, according to criteria defined by the entity; III – comprise:

a) metrics for assessing risk management performance, which establish limits and procedures intended to maintain exposure to risks in conformity with the levels fixed by the organized market entity administrator; b) methodologies and tools used to support risk management; and c) procedures aimed at identifying any failures in the assessment of risks already identified and in the timely identification of new risks, including as a result, among others, of the introduction of new products and services or of relevant modification in existing products or services, significant changes in processes, systems, operations and business model of the entity and significant corporate reorganizations; and IV – competencies and responsibilities for the effective implementation of risk management, clearly documented, which establish the attributions of the people involved at their various levels, including relevant outsourced service providers.

Art. 103. The organized market entity administrator must assign responsibility for the risk management activity to a statutory director or a statutory committee that meets the provision of §§ 1st and 2nd of art. 30.

Section II – Business Continuity Plans

Art. 104. Organized market entity administrators must implement and maintain:
I – a business impact analysis process in order to:
a) identify and classify critical business processes; and b) evaluate the potential effects of the interruption of critical business processes on the efficient and regular functioning of the organized market; and II – business continuity plans that establish:
a) procedures capable of ensuring the functioning of the organized market in situations of interruption of critical business processes; b) estimated deadlines for restart and recovery of activities, in case of interruption of critical business processes, as well as the necessary internal and external communication actions; and

c) availability indicator of the trading environment with criteria and parameters clearly defined in the plans and accessible to the CVM.

Sole paragraph. The organized market entity administrator must also develop and implement policies and practices in order to guarantee the recording of actions and decisions taken during an event of interruption of critical business processes.

Art. 105. In addition to other processes considered critical in accordance with item I of art. 104, business continuity plans must cover, at minimum, the following processes applicable to the organized market entity administrator:
I – receipt and ordering of offers and operation closing mechanism; II – opening, suspension, reopening and closing of trading environments and the application of special trading procedures; III – realization of public offer; IV – disclosure of information provided for in items III to V of art. 39; V – recording of transactions, including of previously carried out operations and brought to record; VI – market supervision; and VII – pre-trading risk management.

§ 1st If the organized market entity administrator also carries out post-trading activities, the continuity plans must also cover the processes of risk and guarantee management and of clearing and settlement of operations.

§ 2nd The continuity plans must:
I – include the maintenance of a structure for duplication and storage of information; and II – ensure the capacity for restart and recovery of critical business processes on a distinct geographic basis, that is, in a location that is not exposed to the same interruption risk factors as the main activity locations.

§ 3rd Organized market entity administrators must also adopt availability mechanisms adequate to the categories of markets administered by them, with redundancies for the

technological components related to critical processes, in order that their replacement is possible in a timely manner and reducing or eliminating the time of unavailability.

Art. 106. The organized market entity administrator must revise and carry out annual tests to monitor the efficiency and effectiveness of its business continuity plans and report the results of the tests carried out to the board of directors and to the SMI.

Section III – Critical Systems

Art. 107. Organized market entity administrators must develop and implement policies and procedures aiming to guarantee that their critical systems, whether operated directly by the entity or by third parties, have adequate levels of capacity, integrity, resilience, availability and security to maintain the operational capacity of the entity and ensure the efficient and regular functioning of the administered organized markets.

§ 1st The policies and procedures referred to in the caput must provide for at minimum:
I – planning of current and future capacity and the realization of stress tests at adequate periodicity, fixed in the policies, in order to ensure that critical systems have the capacity to process and store reasonably predictable volumes of information; II – realization of annual tests on critical systems, including redundant systems or system backups to identify:
a) vulnerabilities to internal and external threats, and to natural or man-made disasters; and b) compliance of these systems with the provision of the regulation and rules issued by the organized market entity administrator; III – need for realization of prior tests when deploying or altering critical systems, to verify if these systems preserve the efficient and regular functioning of the administered organized markets and if they are in conformity with the provision of the regulation and rules issued by the organized market entity administrator; IV – plan for monitoring critical systems with the objective of identifying the occurrence of the following incidents:

a) malfunction or unavailability that significantly affects the normal operation of the system; b) operation of the system in disagreement with the provision of the regulation and rules issued by the organized market entity administrator; and c) unauthorized access; V – guidelines for the evaluation of the relevance of incidents and necessary internal and external communication actions; VI – establishment of minimum qualification and experience requirements for relevant employees and representatives who operate or manage critical systems; and VII – implementation, for critical systems, of indicators and their respective tolerance limits that allow the evaluation of their operational performance and risks involved.

§ 2nd The organized market entity administrator must maintain a system for storage and recovery of data regarding offers and operations carried out that allows their consultation or reconstruction.

§ 3rd The organized market entity administrator must:
I – send annually to the board of directors and to the SMI a report on the result of the tests of critical systems, indicating, regarding the identified deficiencies, the planned actions to remedy them; and II – keep available to the board of directors and to the SMI documentary records that contain:
a) the criteria for selection of the critical systems tested and critical business processes linked to them; b) indication of the areas of the organized market entity administrator involved in the tests, indicating whether there was participation of internal audit, external professionals and participants of the organized market, informing, in the last case, the selection criterion applied; and c) description of the main tests applied and the parameters and criteria established for verification of abnormalities and failures.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM RESOLUTION NO. 135, OF JUNE 10, 2022

§ 4º The CVM may determine that the organized market administrator entity carry out an audit of the critical systems, if there is evidence that the policies and procedures adopted by the organized market administrator entity are not meeting their purposes.

Section IV – Information Security

Art. 108. The organized market administrator entity must develop and implement adequate rules, procedures, and internal controls aimed at ensuring the confidentiality, integrity, and availability of sensitive data and information, including:
I – guidelines for the identification and classification of sensitive data and information; II – guidelines for the assessment of the relevance of information security incidents; III – the protection of data and sensitive information against unauthorized access, leakage, tampering, and unauthorized destruction; and III – the protection of data and sensitive information against unauthorized access, leakage, tampering, and unauthorized destruction;

Item III with wording given by CVM Resolution No. 220, of November 11, 2024.
III-A – the implementation of barriers that prevent access to sensitive data and information by participants who are relevant shareholders of the administrator entity, in order to avoid conflicts of interest and ensure impartiality in the handling of this information; and
Item III-A included by CVM Resolution No. 220, of November 11, 2024.
IV – the procedures adopted to ensure the recording of the occurrence of relevant incidents, their causes, and impacts.

Sole Paragraph. The organized market administrator entity must consider as sensitive, at a minimum, the data or information that allows the identification of its participants' clients and of their operations.

Art. 109. The organized market administrator entity must maintain a periodic training program, aimed at disseminating the rules, procedures, and internal controls mentioned in Art. 108 to administrators, employees, and agents who have access to sensitive data and information.

Section V – Cybersecurity Program

Art. 110. The procedures provided for in Arts. 101 and 108 must include the development and implementation of a cybersecurity program, covering, at a minimum:
I – identification and assessment of internal and external cyber risks to which the organized market administrator entity is exposed; II – identification of critical business functions and information assets supporting the business that must be protected, in order of priority; III – measures that must be adopted to reduce the vulnerability of the organized market administrator entity to cyberattacks, including the implementation of appropriate processes and procedures for:
a) preventing, limiting, and containing the impact of a possible cyber incident; b) detecting the occurrence of anomalies and events indicating a potential incident; c) containing, resuming, and recovering data and systems in case of successful cyberattacks; and d) defining internal and external communication actions to be adopted; IV – the frequency with which the cybersecurity program must be reviewed; V – the frequency with which administrators, employees, and agents will be trained regarding cybersecurity; and VI – ways of participating in initiatives aimed at sharing information on relevant threats and vulnerabilities.

Sole Paragraph. The review referred to in Item IV must include:
I – the conduct of tests to assess the vulnerability of the organized market administrator entity to cyberattacks; and II – the assessment of the program's adherence to sector best practices, with reference to internationally accepted guidelines and recommendations.

Section VI – Communication of Relevant Incidents

Art. 111. The organized market administrator entity must report to the Board of Directors and to SMI in a timely manner:
I – any critical event that has triggered the business continuity plan; and II – any critical cybersecurity incident or involving a critical system that has a significant impact on the normal operation of the organized market or on the participants of the organized market or their clients.

Art. 112. The communication mentioned in Art. 111 must include:
I – causes of the triggering of the business continuity plan, indicating the critical processes affected or, in the case of Item II of Art. 111, a description of the incident, with indication of the sensitive information or critical system affected; II – assessment of the types and number of participants potentially affected, if any; III – measures already adopted by the entity or those it intends to adopt; IV – time consumed in solving the event or expected deadline for this to occur; and V – any other information considered important by the entity.

Sole Paragraph. The organized market administrator entity must update the information provided to SMI until the incident is resolved, and the CVM must treat the received information as confidential.

Art. 113. The organized market administrator entity must prepare and keep available to SMI a final report containing at least:
I – description of the incident and measures taken, informing the impact generated by the incident on the operation of the administered markets and on the participants or their clients; II – copy of the communications made, if any; III – copy of the internal investigation reports produced by the entity or by third parties on the analysis of the incident and the conclusions of the examinations carried out; and

IV – improvements to controls identified with the objective of preventing, monitoring, and detecting the occurrence of cybersecurity incidents, if applicable.

Section VII – Hiring of Relevant Services Provided by Third Parties

Art. 114. The organized market administrator entity may hire third parties to perform instrumental or ancillary tasks to the activities regulated by this Resolution.

§ 1º The hiring of relevant services provided by third parties must:
I – be preceded by an adequate selection process aimed at ensuring that the activities performed by them comply with the provisions of this Resolution; and II – be adequately formalized through a contract whose clauses consider the relevance of the contracted activity, as well as establish procedures to be adopted prior to its extinction.

§ 2º Once it has hired third parties, the organized market administrator entity must:
I – adopt adequate rules, procedures, and internal controls to ensure security and mitigate risks and conflicts of interest arising from the hiring of third parties; II – permanently monitor the performance of the hired third parties; III – ensure that the hired third party adopts rules, procedures, and internal controls aimed at the adequate treatment of the contracting entity's and its participants' information; IV – ensure that contracts regarding the provision of outsourced services do not limit or prohibit the CVM's access to documents, data, and information processed or stored by the service providers; V – ensure that the third party hired for the provision of relevant services maintains plans that ensure the continuity of the services provided and the recovery of activities in case of disaster; and VI – ensure that the third party hired, when responsible for executing disaster recovery tasks, acts in accordance with the business continuity plan established by the organized market administrator entity.

§ 3º The hiring of third parties does not relieve the organized market administrator entity of responsibility for compliance with the provisions of this Resolution.

Section VIII – General Norms

Art. 115. Non-compliance with the provisions of this Chapter is considered not only the non-existence or insufficiency of the referred policies, procedures, and controls, but also their non-implementation or inadequate implementation for the purposes provided for in this Resolution.

§ 1º In the evaluation of the matters dealt with in this chapter, the CVM will use internationally accepted recommendations and principles, especially those formulated by CPMI and IOSCO, as well as by COSO (Committee of Sponsoring Organizations of the Treadway Commission).

§ 2º SMI may update and modify the guidance contained in § 1º, through prior communication to the organized market administrator entities.

CHAPTER VIII – STOCK MARKET

Section I – Characteristics

Art. 116. Stock market is that which:
I – operates regularly as a centralized and multilateral trading system that enables the meeting and interaction of buy and sell offers of securities; or II – allows the execution of transactions, subject or not to the interference of other participants, having as counterparty a market maker who assumes the obligation to place firm buy and sell offers.

Sole Paragraph. The transactions carried out in the stock market must necessarily be cleared and settled by an entity operating a financial market infrastructure that assumes the position of central counterparty. Sole Paragraph. The transactions carried out in the stock market must necessarily be cleared and settled by a financial market system operating institution that assumes the position of central counterparty.

Sole Paragraph with wording given by CVM Resolution No. 220, of November 11, 2024.

Section II – Access Screens to Trading on Foreign Exchanges

Art. 117. The foreign exchange that wishes to install in Brazil, in institutions part of the distribution system, access screens to its trading systems must obtain prior authorization from the CVM.

Art. 118. The authorization for the installation of access screens to foreign exchanges must observe the conditions, deadlines, and procedures provided for in Chapter XI of this Resolution.

Section III – Trading Rules

Art. 119. The exchange's trading environment or system must have characteristics, procedures, and trading rules previously established and disclosed, which allow, permanently:
I – the regular, adequate, and efficient formation of prices; II – the prompt realization, visibility, and recording of transactions carried out; and III – the public dissemination of offers and transactions involving securities traded, with sufficient speed, breadth, and details for good market information and price formation.

§ 1º When it is a centralized and multilateral trading system, price formation must occur through the interaction of offers, where priority is always given to the offer representing the best price, respecting the chronological order of entry of offers into the trading environment or system, except for specific trading procedures provided for in regulations approved by the CVM.

§ 2º The trading, in an organized stock market, of subscription receipts of shares issued by an open company when there is a simultaneous distribution in Brazil and abroad must observe the provisions of Normative Annex III to this Resolution.

Art. 120. The exchange's trading rules must:
I – avoid or discourage fraud or manipulation modalities aimed at creating artificial conditions of demand, supply, or price of the securities traded in its environments or systems; II – ensure equal treatment to its participants, observing the distinctions between categories that may be stipulated in its bylaws and regulations;

III – avoid or discourage inequitable practices in its environments; and IV – provide for the adoption of special trading procedures for securities with the objective of offering adequate conditions for the equitable participation of investors in the transactions carried out, as well as an adequate process of price formation in the market.

Art. 121. The special trading procedures mentioned in Item IV of Art. 120 must be applicable to transactions involving:
I – significant changes in trading patterns in terms of quantity or price; II – express requests from the Judiciary or representatives of companies in judicial or extrajudicial liquidation; III – sale of shares by shareholders in default, at the request of the company; and IV – any atypical transaction or whose characteristics are not covered by the trading rules of the organized market administrator entity.

§ 1º To analyze the classification of transactions under the hypothesis of Item I of the main text, the organized market administrator entity of the stock market must consider the consecutive transactions of the same investor, or of investors who act representing the same interest, including through more than one participant.

§ 2º The references to quantities traded and the prices used for the purpose of applying special trading procedures must consider those observed in the stock market where the security object of the special procedure presents greater liquidity.

Art. 122. For the purposes of the provisions of Art. 121, the trading rules of the organized market administrator entities must treat transactions carried out by controlling shareholders.

Art. 123. Regardless of the special procedures provided for in their trading rules, the organized market administrator entity of the stock market may, exceptionally and justified, determine that a transaction be submitted to a special procedure in order to ensure compliance with the objectives established in Art. 119.

Section IV – Loss Compensation Mechanism

Subsection I – General Norms

Art. 124. The organized market administrator entity of the stock market must maintain a loss compensation mechanism, with the exclusive purpose of ensuring investors the reimbursement of losses resulting from the action or omission of its participants or administrators, employees, or agents of its participants, regarding the intermediation of transactions carried out in an organized stock market or the custody service of securities.

§ 1º The mechanism referred to in the main text must ensure the reimbursement of losses, at a minimum, in the following hypotheses:
I – non-execution or unfair execution of orders; II – inadequate use of cash and securities or other assets, including regarding financing or lending transactions of securities; III – delivery to the investor of illegitimate securities or other assets or of restricted circulation; IV – inauthenticity of endorsement in securities or other assets, or illegitimacy of power of attorney or document necessary for its transfer; V – non-compliance with the duty to verify the adequacy of products, services, and transactions to the client's profile, except in case of prior express declaration by the client regarding knowledge of the absence, outdatedness, or inadequacy of profile; and VI – closure of activities.

§ 2º The loss compensation mechanism must also ensure investors the reimbursement of resources deposited in current accounts with the participant regarding transactions in an organized stock market in case of intervention or declaration of extrajudicial liquidation by the Central Bank of Brazil, and in other liquidation hypotheses provided for by law, observed the reimbursement value provided for in the regulation referred to in § 1º of Art. 126.

§ 3º The loss compensation mechanism applies only to transactions with securities.

Art. 125. The loss compensation mechanism may be maintained by the organized market administrator entity of the stock market itself, or by an entity constituted exclusively or contracted for this purpose.

Art. 126. The organized market administrator entity of the stock market must elaborate rules and procedures on the functioning of the loss compensation mechanism.

§ 1º The rules and procedures referred to in the main text must provide, at a minimum, on:
I – procedures for the investor to claim reimbursement of their loss; II – maximum reimbursement value; III – procedural rules, including regarding preclusion and default, and processing deadlines of the process, which cannot exceed 100 (one hundred) business days between the reimbursement request and the decision on its merit; IV – bodies responsible for conducting the process and for the final decision; V – procedures and deadlines for filing appeals; III – procedural rules, including regarding preclusion and default and processing deadlines of the process, which cannot exceed 200 (two hundred) business days between the reimbursement request and the final decision on its merit; IV – bodies responsible for conducting the process and for the final decision, as well as the composition of the body responsible for reviewing the appeals; V – procedures and deadlines for filing appeals by investors and participants;

Items III, IV, and V with wording given by CVM Resolution No. 220, of November 11, 2024.
VI – method of reimbursement to the claimant, payment deadlines, and method of value correction; VII – method and deadline for the replenishment to the mechanism, by the participant who caused the complaint, of the value paid to the claimant, as well as penalties applicable in case of non-compliance with this obligation; VIII – origin of the resources that make up the fund's assets and method of entry of new participants;

IX – how the disclosure and guidance on the functioning of the loss compensation mechanism will be carried out by the organized market administrator entities of the stock market responsible for the mechanism and by their respective participants or, under the terms of Art. 125, by an entity constituted exclusively or contracted to maintain the loss compensation mechanism; and X – administration policy of the loss compensation mechanism, defining:
a) the frequency with which the maximum reimbursement value will be reassessed; b) minimum and maximum value of the loss compensation mechanism's assets, which must be based on the analysis of risks inherent to the reimbursement hypotheses, as well as the criteria for allocation in case of asset insufficiency; and c) policy for the application of the loss compensation mechanism's resources.

§ 2º The entity must adopt the measures provided for in the administration policy referred to in the main text to replenish the resources of the loss compensation mechanism within a period of up to 45 (forty-five) business days counted from the date on which the fund's balance becomes lower than the minimum value fixed in said policy.

Subsection II – Complaint to the Mechanism

Art. 127. The investor may claim reimbursement of their loss from part of the mechanism instituted for this purpose, regardless of any judicial or extrajudicial measure, within a period of 18 (eighteen) months, counted from the date of the conduct or fact that caused the request.

Art. 128. The reimbursement request must be formulated, duly justified, to the organized market administrator entity of the stock market in which the participant to whom the order was given or cash, securities, or other assets were delivered is authorized to operate.

§ 1º When the participant is authorized to operate in more than one exchange, the reimbursement request must be directed to the one in which the transaction that caused the complaint occurred.

§ 2º In the case of order transfer, if there is no responsibility of the company that transferred the order, it is incumbent to this, together with the investor, to claim reimbursement of the loss.

SECURITY AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Art. 129. The decision regarding the reimbursement request must be immediately communicated to the parties, containing, at a minimum:
I – its grounds;
II – the value and payment conditions of the indemnity due to the claimant; and III – the identification of the party responsible for the loss that warrants reimbursement.
Sole Paragraph. The investor's delay in filing a reimbursement request does not constitute tacit consent by itself, even if they have received notices, statements, and brokerage notes related to the claimed transaction.

Art. 130. The discussion regarding the right of recourse against the participant who caused the loss subject to reimbursement does not prevent the payment of reimbursement to the claimant within the deadline provided in the regulations of the organized stock exchange market administrator entity. § 1º The organized stock exchange market administrator entity must include in the monthly report referred to in Art. 67 information regarding the filing, by the participant referred to in the caput, of a judicial demand with the purpose of eliminating its liability, aiming or not to prevent payment to the claimant, as well as regarding the eventual existence of an injunction or preliminary relief granted, providing all pertinent documentation. § 2º Without prejudice to the provisions of the previous paragraph, the organized stock exchange market administrator entity must use all available means and resources to ensure the effectiveness of decisions issued within the scope of the loss compensation mechanism it maintains.

Art. 131. When there is a conflict between organized stock exchange market administrator entities regarding the responsibility of their mechanisms concerning the duty to reimburse, it will be up to the CVM to decide which of them will be responsible.

Subsection III – Appeal to the CVM

Art. 132. The claimant may file, within the deadline established in the rules and procedures referred to in Art. 126, an appeal to the CVM against the decision that denied reimbursement.
Sole Paragraph. The decision regarding the appeal is competent:
I – to the Collegiate Board, in cases where the holder of the SMI, after analyzing the appeal, concludes:
a) for the full or partial granting of the appeal; or b) that the submission of the appeal to the Collegiate Board for deliberation is justified because it involves an innovative aspect or understanding not yet settled on the matter; and II – to the holder of the SMI, in other cases. II – to the holder of the SMI, in other cases, with no appeal to the Collegiate Board against these decisions.

Item II with wording given by CVM Resolution No. 170, of October 13, 2022.

Subsection III – Supervision

Art. 132. In conducting supervision activities regarding the loss compensation mechanism, the SMI may, among other initiatives:
I – carry out the analysis of formal and substantive aspects of decisions issued within the scope of the loss compensation mechanism, including those issued by the appellate instance; and II – submit to the Collegiate Board, for deliberation and manifestation, a thesis involving an innovative aspect or a decision of broad repercussion faced within the scope of the loss compensation mechanism and not yet settled. Sole Paragraph. The review by the Collegiate Board takes place in the abstract, not implying alteration of a decision issued in a specific case within the MRP.

Art. 132 with wording given by CVM Resolution No. 220, of November 11, 2024.

Art. 133. The CVM's decision must be issued within 180 (one hundred and eighty) business days, counting from the date of filing the appeal with the organized stock exchange market administrator entity or the entity constituted or contracted for this purpose under Art. 125. Sole Paragraph. The CVM's decision must be communicated to the parties in accordance with Art. 129.

Art. 133 – REVOKED

Art. 133 revoked by CVM Resolution No. 220, of November 11, 2024.

Art. 134. For the judgment of the appeal referred to in the caput of Art. 132, the CVM may determine the carrying out of new diligences, including testimonies.

Art. 134 – REVOKED

Art. 134 revoked by CVM Resolution No. 220, of November 11, 2024.

Art. 135. The carrying out of new diligences determined by the CVM suspends the deadline referred to in Art. 133.

Art. 135 – REVOKED

Art. 135 revoked by CVM Resolution No. 220, of November 11, 2024.

Subsection IV – Discontinuation of the Loss Compensation Mechanism

Art. 136. The discontinuation or termination of the loss compensation mechanism, with or without distribution of resources to its contributors, depends on prior approval by the CVM.
Sole Paragraph. The approval must be given through demonstration that:
I – the purpose of constituting the loss compensation mechanism no longer exists; II – it is no longer possible to file complaints against it; and III – all pending debts have been settled and specific administrative procedures are closed.

Subsection V – Bookkeeping

Art. 137. The assets or resources linked to the loss compensation mechanism must have their own special bookkeeping, to ensure their exclusive destination.

Art. 138. Within 3 (three) months after the closing of each fiscal year, the organized stock exchange market administrator entity, based on accounting records and documents related to the loss compensation mechanism, must prepare the financial statements, which must be audited by an independent auditor registered with the CVM, and made available on the exchange's page on the worldwide computer network.

Art. 139. Monthly, within 10 (ten) business days after the closing of each month, the organized stock exchange market administrator entity must prepare and keep accessible for the CVM and for participants a balance sheet of the loss compensation mechanism.

Subsection VI – Administrative Expenses

Art. 140. The organized stock exchange market administrator entity may reimburse itself for expenses arising from the administration of the loss compensation mechanism through an administrative fee levied on the mechanism's assets. Sole Paragraph. The administrative fee mentioned in the caput must be limited to the funding of expenses arising from the administration of the mechanism and be annually submitted for approval by the CVM.

Subsection VII – Disclosure

Art. 141. The organized stock exchange market administrator entity and its participants must widely disclose to investors the existence, objectives, and mode of operation of the loss compensation mechanism.

CHAPTER IX – ORGANIZED OTC MARKET

Section I – Characteristics

Art. 142. The organized OTC market may operate through one or more of the following forms:
I – as a centralized and multilateral trading system that allows the matching and interaction of buy and sell offers for securities; II – through the execution of transactions, subject or not to the interference of other market participants, having as counterparty a market maker who assumes the obligation to place firm buy and sell offers; III – as a centralized and bilateral trading system, which allows the matching and interaction of buy and sell offers of values between previously qualified counterparties; or IV – through the recording of previously executed transactions. Sole Paragraph. The transactions carried out using the forms mentioned in items I and II of the caput must necessarily be cleared and settled by a financial market infrastructure operating entity that assumes the position of central counterparty.

Sole Paragraph. The transactions carried out using the forms mentioned in items I and II of the caput must necessarily be cleared and settled by a financial market system operating institution that assumes the position of central counterparty.

Sole Paragraph with wording given by CVM Resolution No. 220, of November 11, 2024.

Art. 143. The authorization for the organized OTC market to operate through the recording of previously executed transactions, in the form of item IV of the caput of Art. 142, or to provide other securities registration services is equivalent, observing the limits established in the authorization, to the permission for the provision of the securities registration service referred to in § 4º of Art. 2 of Law No. 6.385, of 1976, and Art. 28 of Law No. 12.810, of 2013.

Art. 144. In an organized OTC market, the negotiation or recording of previously executed transactions may occur without the direct participation of an intermediary integrated into the securities distribution system, provided that, in accordance with provisions in regulations, the settlement of the transaction is contractually ensured by the organized OTC market administrator entity, or alternatively, is carried out directly between the counterparties of the transaction.

Section II – Trading and Recording Rules

Subsection I – Trading Environments or Systems

Art. 145. The trading environments or systems of the organized OTC market must possess characteristics, procedures, and trading rules, previously established and disclosed, that allow, permanently, the regular, adequate, and efficient formation of prices, as well as the prompt execution and recording of transactions carried out.

Art. 146. When it is a centralized and multilateral trading system, price formation must occur through the interaction of offers, where priority is always given to the offer representing the best price, respecting the chronological order of entry of offers into the trading environment or system, except for specific trading procedures provided for in regulations approved by the CVM.

Art. 147. When it is a market where market makers are counterparties, their activity must be regulated and supervised by the organized OTC market administrator entity.

Art. 148. The trading rules of the trading system of the organized OTC market must:
I – avoid or discourage fraud or manipulation modalities intended to create artificial conditions of demand, supply, or price of the securities traded in its environments; II – ensure equal treatment to participants authorized to operate in its environments, observing the distinctions between categories that may be stipulated in its bylaws and regulations; and III – avoid or discourage inequitable practices in its environments.

Subsection II – Recording System

Art. 149. The organized OTC market administrator entity that functions as a recording system of previously executed transactions must develop and implement rules, procedures, and controls with the objective of identifying and discouraging fraud or manipulation modalities intended to create artificial conditions of demand, supply, or price of the securities.

Art. 150. The recording of previously executed transactions must be done through systems or by adopting procedures that provide adequate and timely information about the prices and quantities related to the transactions carried out, including regarding their eventual discrepancy compared to standards of similar transactions, with the refusal of recording discrepant transactions being permitted.

Art. 151. The organized market administrator entities that operate a recording system of previously executed transactions must develop interoperability mechanisms among themselves that allow the portability of records carried out. Sole Paragraph. The interoperability mechanisms must ensure the integrity and uniqueness of the records made.

Section III – Organization of Organized OTC Markets

Art. 152. The organized OTC market administrator entities are exempted:
I – from the limitations on the acquisition of equity participation mentioned in Arts. 44 and 45, observing the provisions of the sole paragraph of this article; I – from the prior approval rules for the acquisition of equity participation mentioned in Arts. 44 and 45, observing the provisions of the sole paragraph of this article;

Item I with wording given by CVM Resolution No. 220, of November 11, 2024.
II – from compliance with the provisions of § 2º of Art. 27; and III – from the obligation to have an audit committee referred to in item II of Art. 20 and Art. 30.
Sole Paragraph. The exemption referred to in item I of the caput depends on:
§ 1º The exemption referred to in item I of the caput depends on:
§1º with wording given by CVM Resolution No. 220, of November 11, 2024.
I – the existence of legal instruments that ensure the exercise of the CVM's police power over shareholders, administrators, and participants; and I – REVOKED
Item I revoked by CVM Resolution No. 220, of November 11, 2024.
II – in the case of Art. 45, the implementation, by the organized OTC market administrator entity, of:
II – in the case of item VI of Art. 45, the implementation, by the organized OTC market administrator entity, of:
Item II with wording given by CVM Resolution No. 220, of November 11, 2024.
a) rules, procedures, and internal controls capable of identifying, preventing, and adequately addressing conflicts of interest arising from the market administration activity and those carried out by the participant; and b) mechanisms for the segregation of the activities referred to in item “a” of item II of this sole paragraph, prohibiting the existence of common administrators, employees, and agents to the organized OTC market administrator entity and the participant. b) mechanisms for segregation between the market administration activities and those carried out by the participant, which, without prejudice to the provisions of Art. 28, II, include, at minimum:

prohibition of the existence of common relevant administrators, employees, and agents to the organized market administrator entity and the participant;
prohibition of the election of an administrator who has acted as an administrator, employee, or relevant agent of the participant for less than 1 (one) year from the beginning of their activity with the organized market administrator entity; and
prohibition of hiring relevant service providers that are controlling, controlled, affiliated, or subject to direct or indirect common control of the participant;

Item b with wording given by CVM Resolution No. 220, of November 11, 2024.
c) policies intended to discourage differentiated treatment of the organized market participant who holds equity participation with voting rights in the respective organized market administrator entity; and d) restrictions established in the bylaws of the administrator entity for the exercise of the participant's voting right in deliberations that:

imply benefits for the participant not extendable to other participants;
imply restrictions on rights for other participants to which the participant will not be subject;
modify eligibility requirements for members of the board of directors, the executive board, the committees whose existence is provided for in this Resolution, and the fiscal council; and
modify the attributions and competencies of the bodies referred to in item “c”.

Items c and d included by CVM Resolution No. 220, of November 11, 2024.
§ 2º The rules, procedures, and internal controls referred to in item “a” of item II of § 1º must contemplate, at minimum:
I – the institution of a conflict supervision committee, linked to the board of directors, responsible for:
a) receiving and analyzing complaints of inequitable treatment among participants by the organized market administrator entity; b) authorizing in advance the celebration of contracts between the participant and the organized market administrator entity, except those that relate directly and exclusively to its activity as a participant or to its condition as a shareholder of the organized market administrator entity; c) periodically reviewing the contracts referred to in item “b”; and d) annually preparing an evaluation report on the functioning and effectiveness of the measures provided for in § 1º, containing recommendations regarding any identified deficiencies. § 3º The conflict supervision committee provided for in item I of § 2º must be formed exclusively by members who, in addition to being independent, in accordance with Art. 29, formally assume the commitment not to act as administrators, employees, relevant agents, or service providers of the participant in the 1 (one) year period following the end of their activity with the organized market administrator entity.
§§ 2º and 3º included by CVM Resolution No. 220, of November 11, 2024.

Art. 153. The board of directors of the organized OTC market administrator entity must be composed of, at minimum, 25% (twenty-five percent) of independent directors, as defined in Art. 29.

Art. 154. Without prejudice to the provisions of Arts. 152 and 153, the CVM may fix limits on the exercise of the voting right in an organized OTC market administrator entity or decide on the application of independence requirements to its administrators, taking into account:
I – the small size of the organized OTC market administrator entity's structure; II – the number and profile of participants; III – number and nature of investors who have access to the organized OTC market; IV – trading volume; and V – size and relevance of the market.

Art. 155. The existence of a loss compensation mechanism is not mandatory in an organized OTC market.
Sole Paragraph. The non-existence of a compensation mechanism must be disclosed in a prominent manner by the organized OTC market administrator entity in informational material intended for investor public, as well as in its advertising actions.

CHAPTER X – AUTHORIZATION OF ADMINISTRATOR ENTITY AND ORGANIZED MARKET

Section I – Authorization to Operate as an Administrator Entity of an Organized Market

Art. 156. Legal entities that demonstrate having financial, technical, and operational conditions, as well as structure, rules, internal controls, and segregation of activities adequate and sufficient for:
I – ensuring compliance by the entity and its participants with the obligations established in this Resolution and in the rules issued by the organized market administrator entity; and II – promoting the efficient and regular functioning of its trading environments and systems and recording of previously executed transactions, avoiding fraudulent acts and market manipulation, may request authorization to operate as an organized market administrator entity.

Art. 157. The request for authorization of an organized market administrator entity must necessarily be accompanied by a request for authorization for the operation of an organized market.

Art. 158. The request for authorization of an organized market administrator entity must be sent to the SMI, accompanied by:
I – the documents and information indicated in Annex B; II – if applicable:
a) documents and information provided for in § 3º of Art. 9º; and b) if applicable, requests for exemption referred to in § 4º of Art. 9º and the sole paragraph of Art. 41, accompanied by a reasoned justification;

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

III – copy of the contract signed with a financial market infrastructure entity authorized by the CVM and by the Central Bank of Brazil to provide settlement and clearing services for securities transactions or, if the applicant intends to exercise the activity:
III – copy of the contract signed with a financial market system operator authorized by the CVM and by the Central Bank of Brazil to provide settlement and clearing services for securities transactions or, if the applicant intends to exercise the activity:

Item III with wording given by CVM Resolution No. 220, of November 11, 2024.
a) certificate of authorization for operation granted by the Central Bank of Brazil and indication that it is a financial market infrastructure entity already authorized by the CVM; or a) certificate of authorization for operation granted by the Central Bank of Brazil and indication that it is a financial market system operator already authorized by the CVM; or
Item a with wording given by CVM Resolution No. 220, of November 11, 2024.
b) proof of the protocol of the request for authorization to provide clearing or settlement services to the CVM and to the Central Bank of Brazil; IV – copy of the disclosure policy, accompanied, if applicable, by the request for authorization for deferred or aggregated disclosure of information, in the form of art. 40; V – copy of the commercial policy referred to in item “f” of item I of art. 39; and VI – as soon as available:
a) table containing the information indicated in Annex C about the participants authorized to operate in the respective market, as well as their representatives; and b) list of securities admitted to trading, with indication of the issuer, where applicable.

§ 1º In the case of § 3º of art. 9º, the applicant must also present in Annex B, in a segregated manner:

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

I – information on the legal, corporate, capital, asset, and organizational structure of the legal entities involved; and II – identification of the requirements of this Resolution that will be complied with by the indicated legal entities, if applicable.

§ 2º If the electronic system that the entity intends to use in operations conducted in its environment is not completely developed, the applicant must obligatorily present, in the corresponding fields of the form in Annex B, information regarding the system requirements and the plan for testing, homologation, and pre-operational trials.

§ 3º In cases where the activity is subject to the recommendations and principles formulated by the CPMI and by IOSCO, the applicant must also present a document proving compliance with those recommendations and principles.

§ 4º The SMI has up to 10 (ten) business days to indicate to the participant the absence of any document necessary for the instruction of the authorization request, in accordance with this article.

Art. 159. After confirmation by the SMI of the receipt of all documents necessary for the granting of the authorization for operation as an administrator of an organized market, the request must be reviewed by the CVM Collegiate within:
I – 6 (six) months counted from the date of protocol, when accompanied by a request for authorization for operation of an organized over-the-counter market; or II – 9 (nine) months counted from the date of protocol, when accompanied by a request for authorization for operation of a stock exchange market.

Art. 160. During the analysis of the authorization request, the SMI may:
I – request any additional documents and information, as well as carry out investigations and diligences it deems necessary for the decision on the request; and II – submit to public consultation part of the documentation related to the authorization request, after notifying the applicant and when public interest so requires.

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Art. 161. The time periods referred to in art. 159 may be suspended once, if there is a need for information or documents to complement the instruction of the authorization request, as requested by the SMI. Sole paragraph. The applicant has up to 40 (forty) business days to comply with the requirements formulated by the SMI, extendable by an equal period upon prior and reasoned request, with the counting of the time periods indicated in art. 159 resuming from the date of compliance with the requirements formulated by the SMI.

Art. 162. Within the period mentioned in items I and II of art. 159, the SMI must submit to the Collegiate the reasons why it recommends the approval or denial of the authorization request for an organized market administrator and for the operation of an organized market, which will decide on the request.

§ 1º In the event of the occurrence of a new fact during the processing of the case, a new suspension of the time periods referred to in the caput may be admitted by the CVM, which must send a letter to the applicant, requesting clarifications and necessary documents, and a deadline for response.

§ 2º The absence of manifestation by the CVM within the time periods mentioned in the caput implies automatic approval of the authorization request, observed the provisions of § 3º of this article.

§ 3º Prior to the expiration of the time periods provided for in items I and II of art. 159, the CVM Collegiate may extend them by up to 3 (three) months, upon justified request from the SMI.

Art. 163. The Collegiate may condition the effectiveness of the decision approving the authorization to the implementation of certain conditions within the period it stipulates, after which, if not implemented, the decision loses effectiveness.

Section II – Denial of Authorization Request

Art. 164. Requests for authorization of an organized market administrator and for the operation of an organized market must be denied if:
I – a circumstance is found that affects the reputation of the administrators, the members of the control group, and shareholders holding relevant participation, and the image and integrity of the securities market;

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

II – false or inaccurate information is identified in the submitted documents that proves relevant for the appreciation of the authorization request; or III – the applicant fails to prove that it has the human, technical, and material means, or financial resources, structures, rules, internal controls, and mechanisms for segregation of activities adequate and sufficient for the administration of the market or for compliance with the provisions of this Resolution.

Art. 165. Failure to comply with the deadlines for complying with the requirements formulated by the SMI in the form of art. 161 and § 1º of art. 162 implies automatic denial of the authorization request.

Section III – Authorization for Operation of a New Organized Market

Art. 166. The provisions of Sections I and II of this Chapter apply to the request for authorization for the operation of a stock exchange or organized over-the-counter market by an entity that is already an authorized organized market administrator.

CHAPTER XI – AUTHORIZATION FOR INSTALLATION OF SCREENS FOR ACCESS TO TRADING ON FOREIGN EXCHANGES

Section I – Requirements

Art. 167. Foreign exchanges may request the installation of screens for access to their trading systems in institutions that are part of the distribution system in activity in Brazil, provided they meet the following conditions:
I – are recognized as an exchange and are duly authorized to operate as such in their country of origin; II – are subject to supervision by the capital market regulatory authority of their country of origin, with which the CVM maintains a convention or international cooperation agreement, or that is a signatory to the Multilateral Memorandum of Understanding of the International Organization of Securities Commissions – IOSCO; and III – the requirements required for authorization and operation of an exchange in the country of origin of the applicant are, at a minimum, substantially equivalent to those provided for in this Resolution.

Sole paragraph. The authorization referred to in the caput also depends on the accessibility, sufficiency, and quality of information regarding the assets traded on the foreign exchange, as well as their issuers, where applicable.

Art. 168. The authorization for the installation of the trading screen implies the exemption from registration of the issuers, and the authorization may be limited to specific securities and issuers or to trading segments.

Section II – Procedures

Art. 169. The request for authorization for the installation of access screens must be sent to the SMI, accompanied by:
I – documentation proving compliance with the requirements indicated in art. 167; II – full name, individual taxpayer registry number (CPF), residential and electronic address, and telephone number of the person resident in Brazil with powers to receive summonses and citations on behalf of the foreign exchange; III – list and description of the securities admitted to trading, with indication of the issuer, where applicable; and IV – as soon as available, list of Brazilian intermediaries authorized to operate in their markets, indicating their representatives.

Art. 170. The provisions of item II of art. 159 and arts. 160 to 163 apply to the request for authorization for the installation of access screens.
Sole paragraph. If any of the documents indicated in art. 169 is not filed with the authorization request, the period referred to in item II of art. 159 will be counted from the date of protocol of the last document that completes the instruction of the authorization request.

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Section III – Provision of Information

Art. 171. Foreign exchanges authorized to install screens for access to their trading systems in institutions that are part of the distribution system in Brazil must send the following information to the CVM, within the indicated deadlines:
I – weekly, the volume traded by Brazilian intermediaries authorized to operate in their markets; and II – annually, within a period of up to 45 (forty-five) days counted from the end of the fiscal year:
a) list of Brazilian intermediaries admitted, suspended, or excluded during the period; b) description of any changes in the exchange's governance standards, in the exercise of its self-regulatory functions, and relevant changes in the composition of its administration and shareholding control; c) descriptive report of inspections and other investigative procedures involving intermediaries in Brazil, carried out during the period; and d) relevant changes in the regulation that governs the authorization and operation of the exchange in its country of origin.

Art. 172. Foreign exchanges authorized to install screens for access to their trading systems in institutions that are part of the distribution system in Brazil must send the following information within a period of up to 10 (ten) business days counted from the date of its request by the CVM:
I – data on the operations carried out, including the identification of ultimate beneficiaries, where such information is available to the foreign exchange; II – description of criteria for calculating required margins, guarantees, and other information related to the risk of participants and to the clearing and settlement of operations carried out; III – description of the characteristics of the securities admitted to trading; and IV – information on ongoing processes, investigations, and inspections involving intermediaries or investors headquartered or resident in Brazil.

Art. 173. Foreign exchanges authorized to install access screens are also obliged to immediately communicate facts of which they become aware, involving investors or intermediaries headquartered or resident in Brazil, that may constitute violations of legal or regulatory norms.

CHAPTER XII – CANCELLATION OF AUTHORIZATION FOR OPERATION OF AN ADMINISTRATOR ENTITY OR ORGANIZED MARKET

Art. 174. The authorization for operation of an administrator entity or organized market may be cancelled:
I – at the request of the organized market administrator, through a petition containing its justifications, together with a copy of the minutes of the general assembly that deliberated on the matter; or II – by the Collegiate, after an administrative process in which due process and full defense are ensured, if:
a) it is found that the authorization for operation was obtained through false declarations or other illicit means; b) it becomes evident, due to a subsequent fact duly proven, that the authorized entity or market no longer meets any of the requirements and conditions established in this Resolution for the approval of the authorization; c) it is proven that the entity failed to comply with CVM determinations or does not have the capacity to observe and ensure that its participants also observe its rules and contracts, as well as the provisions in law or in CVM regulation; or d) the authorized entity does not start its activities within the period established in its authorization request.

Sole paragraph. The cancellation of authorization for operation of an organized market administrator implies the cancellation of the authorization for operation of all markets administered by it, without prejudice to the possibility of maintaining the authorized activities by the CVM in accordance with item V of art. 11 and art. 91 of this Resolution that are not of exclusive exercise by an organized market administrator.

Art. 175. The administrative process referred to in item II of art. 174 must be preceded by at least one summons, with a minimum deadline of 20 (twenty) business days for response, in which the SMI indicates:
I – that it is a process that may result in the cancellation of authorization, in the form of item II of art. 174; II – the authorizations that may be cancelled by virtue of the process; III – the act or fact that, in the understanding of the technical area, constitutes any of the hypotheses provided for in item II of art. 174; and IV – the measures whose adoption it deems necessary on the part of the organized market administrator.

Sole paragraph. In its manifestation, the organized market administrator may contest the allegations and requirements of the SMI, propose measures alternative to those indicated by the CVM, or still, request the granting of an additional period for compliance with the formulated requirements or for the supplementation of the flaws and omissions pointed out by the SMI.

Art. 176. Within 30 (thirty) business days after the final deadline for manifestation, the SMI must submit to the Collegiate, for decision, its analysis of the allegations and proposals presented by the organized market administrator.

Sole paragraph. The Collegiate must decide on the subject in no more than 5 (five) ordinary sessions after its distribution to the Rapporteur.

Art. 177. The sanctioning process against administrators, controlling partners, or other responsible parties for the administrator entity or organized market, based on the same facts that give rise to the administrative process regarding the cancellation of authorization for operation of an administrator entity or organized market, cannot be initiated before the final decision of the latter.

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Art. 178. The provisions of this Chapter also apply to the authorization for screens for access to trading on a foreign exchange referred to in Chapter XI of this Resolution.

CHAPTER XIII – OTHER COMPETENCIES OF THE CVM REGARDING REGULATED MARKETS

Section I – General Norms

Art. 179. In addition to the other competencies provided for in this Resolution, the CVM may, with regard to any regulated market:
I – suspend the execution of norms and procedures adopted by organized securities markets, if deemed inadequate to their operation, and determine their alteration; II – stay the application of decisions taken by organized securities markets, in whole or in part, especially when it comes to protecting the interests of investors; III – cancel transactions carried out in regulated markets that have not yet been settled, or determine to clearing and settlement entities the suspension of their settlement, in operations that may constitute violations of legal and regulatory norms; IV – decree the recess of an organized securities market with the aim of preventing or correcting an abnormal market situation; V – suspend or cancel the authorization for operation of an organized securities market; VI – determine to the administrator entity of an organized securities market the immediate removal of councilors or directors, on a preventive basis, when there is indication of an infraction incompatible with the exercise of the office for which they were elected or appointed, until the conclusion of the respective administrative process, which must be concluded at the CVM within a period of 60 (sixty) business days counted from the presentation of the defenses; VII – determine to the administrator entity of an organized securities market the suspension of the activities of participants or the immediate removal of their administrators from the exercise of functions related to the business carried out in their environments and trading systems, when there is indication of an infraction incompatible with the exercise of their activity in an organized market,

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

until the conclusion of the respective administrative process, which must be concluded at the CVM within a period of 60 (sixty) business days counted from the presentation of the defenses; VIII – determine the redoing of the financial statements of an administrator entity of an organized securities market that are out of compliance with Law No. 6.404, of 1976, and applicable regulation; and IX – refuse the approval of rules or procedures, or require, at any time, alterations, whenever they are considered insufficient for the adequate functioning of the organized securities market, or in disagreement with a legal or regulatory provision.

Section II – Acts Dependent on Prior Approval

Art. 180. Without prejudice to other provisions of this Resolution regarding the subject, the following are subject to prior approval by the CVM to produce effect:
I – the codes of conduct, the rules of operation of organized securities markets or segments of organized securities markets, as well as their alterations and complementary norms; II – the alterations of the corporate bylaws of the entities that administer organized markets and of the internal regulations referred to in § 2º of art. 21; III – the corporate deliberations and of the administration bodies that imply a substantial alteration of the organization of the administrator entity or of the organized securities market; IV – the procedural regulation of the self-regulation department, as well as its alterations; V – the annual work plan of the self-regulatory entity and its eventual alterations; VI – the disclosure policy and the rules and procedures of the compensation mechanism for damages referred to, respectively, in art. 40 and § 1º of art. 126; and VII – the procedures referred to in the sole paragraph of art. 89. I – materially significant alterations in the trading rules referred to in arts. 77, 95, 119, 120, 145, 146, 147 and 148;

II – materially significant changes to the special trading procedures referred to in item IV of Article 120 and Articles 121 and 122; III – materially significant changes to the rules and procedures regarding the functioning of the loss compensation mechanism referred to in Article 126; IV – materially significant changes to the rules and procedures applicable to the listing of issuers referred to in item III of Article 15; V – materially significant changes to the registration rules referred to in Articles 149 and 150; VI – changes to the procedures referred to in the sole paragraph of Article 89, and to the interoperability mechanisms mentioned in Article 151; VII – materially significant changes to the requirements for admission of participants referred to in Articles 83 and 84;

Items I to VII with wording given by CVM Resolution No. 220, of November 11, 2024.
VIII – changes to the corporate bylaws regarding the duties and responsibilities of the bodies mentioned in Article 20; IX – materially significant changes to the corporate bylaws in the content referred to in Article 21; X – materially significant changes to the procedural regulations referred to in item IV of Article 68 and item I of Article 70; and XI – the annual work plan of self-regulation referred to in item IV of Article 70.
Items VIII to XI included by CVM Resolution No. 220, of November 11, 2024.

§ 1st Also subject to prior CVM approval are the inclusion or exclusion in the list of categories of securities that are subject to trading or registration.

§ 2nd Acts that affect the documents mentioned in the items of the caput and that do not require prior authorization must be notified to the CVM at least 30 (thirty) days in advance of their entry into force, a period during which the CVM may convert the notification into a request for authorization.

§ 3rd The provisions of Article 181 apply to the prior notifications referred to in § 2nd of this article.

§ 4th For the purposes of this article, a materially significant change is considered to be any modification, addition, or exclusion in structures, policies, rules, procedures, mechanisms, and acts that have the potential to exert a relevant impact on the functioning of the organized market administrator entity, or on the organized markets administered by it, with the materiality of the change to be evaluated in each case, taking into consideration, among other factors, the number of affected agents and the intensity of the efforts necessary for adaptation.

§§ 1st to 4th included by CVM Resolution No. 220, of November 11, 2024.

Article 181. The request for prior approval must be sent to the SMI, accompanied by:
I – the description of the objective of the decision or the proposed change; II – the marked versions of the documents intended to be altered; and III – other documents necessary for the analysis of the request.

Article 182. The request for prior approval shall be considered automatically granted if not denied by the CVM within:
I – 60 (sixty) business days counted from the date of filing in matters submitted to deliberation by the Collegiate Body in accordance with Article 184; or II – 40 (forty) business days counted from the date of filing, in other matters, whose approval will be deliberated by the SMI.

Sole paragraph. In the calculation of the deadlines established in items I and II, the response period mentioned in § 1st of Article 183 shall not be considered.

Article 183. During the analysis of the prior approval request, the SMI may formulate requirements only once, with the counting of the deadlines provided for in Article 182 suspended from the date of the request for additional documents and information.

§ 1st The organized market administrator entity has up to 20 (twenty) business days to comply with the requirements formulated by the SMI, extendable by an equal period.

§ 2nd The counting of the deadlines indicated in Article 182 shall resume from the date of compliance with the requirements formulated by the SMI.

Article 184. It is incumbent upon the Collegiate Body to deliberate on prior authorization in cases involving normative and statutory changes, or corporate or administrative body deliberations that:
I – alter the fundamental characteristics of the markets administered by the entity or that have the potential to affect the securities market in a relevant way; II – modify the activities performed by the organized market administrator entity or that significantly alter its internal organization and the attributes of its bodies; II – significantly alter its internal organization and the attributes of its bodies;

Item II with wording given by CVM Resolution No. 220, of November 11, 2024.
III – substantially modify the rules for admission of participants or securities, the obligations of issuers, and the supervision and sanction activities of the organized market administrator entity; or IV – introduce modifications that, according to the SMI's risk assessment, justify their submission to the Collegiate Body for deliberation.

Article 185. The provisions of Article 180 do not apply to changes arising from determinations by other public bodies, regarding matters not covered by the legal competence of the CVM.

CHAPTER XIV – MAINTENANCE OF ARCHIVES

Article 186. The organized market administrator entity must maintain, for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, all documents and information required by this Resolution.

§ 1st Digitized images are admitted in substitution for original documents, provided that the process is carried out in accordance with the law governing the preparation and archiving of public and private documents in electromagnetic media, and with the decree establishing the technique and requirements for the digitization of these documents.

§ 2nd The source document may be discarded after its digitization, except if it presents material damage that impairs its legibility.

Article 187. Judicial notifications regarding securities or other assets destroyed, missing, or improperly retained must be archived by the organized market administrator entities, in a manner that allows easy access and verification, when necessary.

Sole paragraph. The judicial notifications referred to in the caput must also be disclosed to the participants of the respective organized market administrator entity and of other organized market administrator entities, preserving the confidentiality of those involved.

CHAPTER XV – FINAL AND TRANSITORY PROVISIONS

Article 188. Non-compliance with Articles 14; 23, sole paragraph; 27, V and VI; 34; 39; 44 and 76 of this Resolution constitutes a serious offense for the purposes of § 3rd of Article 11 of Law No. 6.385, of 1976.

Article 189. The organized market administrator entities currently authorized by the CVM to operate, on a definitive or precarious basis, in accordance with Article 163, must adapt their corporate bylaws and their norms and the norms of the markets administered by them to the provisions of this Resolution.

Sole paragraph. The documents mentioned in the caput must be presented to the CVM for prior approval, in accordance with Article 181, within a maximum period of 180 (one hundred and eighty) days, counted from the date of entry into force of this Resolution.

Article 190. Renewal, for a single time, of the mandates of self-regulation councilors that began before the date of entry into force of this Resolution is permitted, regardless of the number of mandates they may have already exercised continuously up to that point.

Article 191. It is incumbent upon the SMI to specify the content, format, and means of sending the information provided for in item XI of Article 34 and in § 3rd of Article 158.

Article 192. The following are revoked:
I – CVM Instruction No. 168, December 23, 1991; II – CVM Instruction No. 283, July 10, 1998; III – CVM Instruction No. 312, August 13, 1999; IV – CVM Instruction No. 330, March 17, 2000; V – CVM Instruction No. 461, October 23, 2007;

VI – CVM Instruction No. 467, April 10, 2008;
VII – CVM Instruction No. 468, April 18, 2008; VIII – CVM Instruction No. 499, July 13, 2011; IX – CVM Instruction No. 508, October 19, 2011; X – CVM Instruction No. 544, December 20, 2013; and XI – CVM Explanatory Note No. 24, November 27, 1981.

Article 193. This Resolution enters into force on September 1, 2022.

Signed electronically by
MARCELO BARBOSA
President

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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
ANNEX A TO CVM RESOLUTION NO. 135, OF JUNE 10, 2022
Information on candidates for the board of directors referred to in Article 26.
I – Name, CPF, date of birth, nationality, and address; II – Description of professional experience, indicating the main professional activities previously performed, as well as professional and academic qualifications; and III – Signed declaration attesting that:
a) has an unblemished reputation and, if a candidate for the position of independent councilor, meets the independence requirements provided for in this Resolution; b) is not barred from exercising the position of administrator in accordance with Article 147 of Law No. 6.404, of 1976; c) has not been convicted of money laundering or concealment of assets, rights, and values, against the economic order, consumer relations, the national financial system, or the capital market, by a final and unappealable decision, or, if rehabilitated, inform the conviction and the date of rehabilitation; and d) is not temporarily disqualified or suspended from exercising a position in financial institutions and other entities authorized to operate by the CVM, the Central Bank of Brazil, the Private Insurance Superintendence – SUSEP, or the National Superintendence of Complementary Pension – PREVIC.

Identification
1.1. Provide the following information about the entity: 2
a. Previous business name, if any, indicating the date of change b. CNPJ
c. Date of incorporation
d. Address and telephone of the headquarters e. Address and telephone of the main offices f. Website
1.2. In the case of a request for authorization, provide the following information:
a. Types of markets for which authorization is being requested:
[ ] stock market [ ] organized over-the-counter market b. Period in which the applicant intends to start its operations, after the eventual approval of the authorization request:
c. Name, address, telephone, and electronic address of the person designated to contact regarding the authorization request
X
1 Fields marked with “X” may be omitted when submitting the form annually and in its updates.
2 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022
1.3. In the case of a request for authorization, attach the following documents, naming them as Annex 1.3: 3
a. Copy of the corporate bylaws, consolidated and updated, accompanied by a document proving shareholder approval b. Consolidated financial statements relating to the last three fiscal years, prepared in accordance with Law No. 6.404, of 1976, and other norms issued by the CVM, and audited by an independent auditor registered with the CVM X
2. Auditors 4
2.1. Regarding independent auditors who provided audit services in the last 3 fiscal years, indicate:
a. business name b. names of responsible persons, CPF, and contact data (telephone-email)
c. date of hiring of services
d. description of contracted services e. date of eventual replacement of the auditor, informing the justification for the replacement
2.2. Inform the total amount of remuneration of independent auditors in the last fiscal year, discriminating the fees related to audit services and those related to any other services provided
3 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated. 4 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022
3. Financial Statements and Internal Controls
3.1. Regarding the controls adopted by the entity to ensure the preparation of reliable financial statements, inform:
a. the main internal control practices and the degree of efficiency of such controls, indicating any imperfections and the measures taken to correct them b. deficiencies and recommendations regarding internal controls present in the detailed report, prepared and sent to the administration and the audit committee by the independent auditor, in accordance with the regulation issued by the CVM regarding the registration and exercise of the independent audit activity
c. comments from the administration regarding the deficiencies pointed out in the detailed report prepared by the independent auditor and regarding the corrective measures adopted
4. Entity Activities X
4.1. In the case of a request for authorization, describe the main activities to be developed and the intended segments of operation, such as variable income, fixed income, derivatives, or others 6
X
5. Shareholding Structure 7
5 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated. 6 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated. 7 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022
5.1. Attach a table, naming it as Annex 5.1, identifying the controlling shareholder or group of controlling shareholders, and providing the following information for each:
a. Name b. Nationality
c. CPF/CNPJ
d. Number of shares held, by class and species e. Percentage held relative to the respective class or species f. Percentage held relative to the total share capital g. Whether it participates in a shareholders' agreement h. If the shareholder is a legal entity, include a table containing the information referred to in sub-items “a” to “d” regarding its direct and indirect controllers, up to the controllers that are natural persons, even if such information is treated as confidential due to a legal transaction or by the legislation of the country in which the partner or controller is constituted or domiciled
5.2. Attach a table, naming it as Annex 5.2, identifying the shareholders, or groups of shareholders acting in concert or representing the same interest, with a participation equal to or greater than 5% of the same class or species of shares, that are not listed in item 5.1, providing the following information for each:
a. Name b. Nationality
c. CPF/CNPJ
d. Number of shares held, by class and species e. Percentage held relative to the respective class or species f. Percentage held relative to the total share capital

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022 g. Whether it participates in a shareholders' agreement
5.3. Regarding any shareholders' agreement filed at the entity's headquarters or to which the controller is a party, regulating the exercise of voting rights or the transfer of shares issued by the applicant, indicate:
a. Parties b. Date of execution
c. Term of validity
d. Description of clauses related to the exercise of voting rights and control power e. Description of clauses related to the indication of administrators or members of statutory committees f. Description of clauses related to the transfer of shares and preference to acquire them g. Description of clauses that restrict or bind the voting rights of members of the board of directors
6. Administration 8
6.1. Describe the administrative structure of the entity, as established in its corporate bylaws and internal regulations, indicating:
a. Attributes of each body and statutory or permanent committees b. Regarding the members of the executive board, their attributes and individual powers
c. Functional organizational chart, containing indication of the number of people assigned to each area or function, as well as information regarding the type of qualification required
8 Organized market administrator entities that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated.

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022
6.2. In the case of a request for authorization, attach, naming it as Annex 6.2, the internal regulations of the board of directors, the audit committee, or the executive board, if the attributes of these bodies are not provided for in the corporate bylaws, in the form of § 2nd of Article 21.
6.3. Attach a table, naming it as Annex 6.3, indicating for each person who acts as an administrator or as a member of statutory or permanent committees, or who has acted in these positions in the previous fiscal year:
a. Name b. Date of birth
c. CPF or passport number
d. Position e. Start and end dates of the mandate f. Activities and sectors under their responsibility
6.4. Regarding each of the persons indicated in item 6.3, attach, naming it as Annex 6.4, information on accusations resulting from administrative proceedings, as well as punishments suffered, in the last 5 (five) years, in administrative and judicial proceedings related to matters linked to the financial and capital markets, even if pending appeal review or without a final and unappealable decision.
6.5. In the case of a request for authorization, attach the curriculum vitae of the persons indicated in item 6.3, naming it as Annex 6.5, with the following information:
a. Academic background b. Main professional experiences during the last 5 years, indicating:

Name of the organization
Position and functions inherent to the occupied position
Main activity of the organization in which such experiences occurred

SECURITIES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º 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 CVM RESOLUTION NO. 135, OF JUNE 10, 2022

6.6. In the case of an authorization request, attach, naming as Annex 6.6, a declaration from the controlling shareholders and the persons indicated in item 6.3 who currently hold office in the applicant, attesting that:
a. They are not barred from exercising the office of administrator in accordance with Art. 147 of Law No. 6,404, of 1976 b. They have not been convicted by a final and unappealable decision for crimes against the capital market, against the national financial system, or for money laundering or concealment of assets, rights, and values, indicating, if applicable, the date on which rehabilitation was determined
c. They have not been convicted by a final and unappealable decision for bankruptcy crimes, malfeasance, bribery, extortion, embezzlement, money laundering or concealment of assets, rights, and values, against the popular economy, the economic order, consumer relations, public faith or public property, the national financial system, the capital market or to a criminal penalty that prohibits, even temporarily, access to public offices, by final and unappealable decision, except for the case of rehabilitation
d. They are not disqualified or suspended from exercising office in financial institutions and other entities authorized to operate by the CVM, by the Central Bank of Brazil, by the Private Insurance Superintendence – SUSEP or by the National Superintendence of Complementary Pension – PREVIC

Affiliated and controlled companies 9
7.1. Provide information on affiliated or controlled companies by the entity or with which it maintains a contractual or other relationship relative to the operation of the systems used in the transactions carried out in its environments and in the settlement of the business, if applicable

9 Entities that administer organized markets that are companies registered with the CVM may provide the information provided for in this section by referring to another document sent to the CVM, provided that the name and date of delivery of the document are indicated.

Rules, procedures and internal controls
8.1. Describe the policy for selection, hiring and supervision of service providers
8.2. Describe the governance structures, internal control policies and internal audit procedures developed by the entity with the objective of ensuring:
a. the identification, prevention and communication of suspicious operations of fraud and money laundering b. compliance with legal norms and the provisions of this Resolution, which may refer to information provided in other items of this form
8.3. In the case of an authorization request, describe the business continuity plans adopted by the entity
8.4. In the case of an authorization request, attach, naming as Annex 8.4, the entity's code of conduct applicable to its administrators, employees, agents and controlling partners, intended to guarantee the proper functioning and integrity of the market
Market Operation X
9.1. In the case of an authorization request, describe in detail the proposal for the operation of the market, providing the information indicated below, as well as information on any other characteristic that is important for understanding its method of operation and on how the transparency of offers and operations carried out and the adequate formation of prices will be ensured:
a. Market access model, describing (i) the types of access authorization and the differences that may exist in access to services by different groups and classes of participants; (ii) operational, functional, technical and security requirements, as well as documents and information that will be required to instruct the admission request; (iii) rights and duties inherent to access, including the entity's code of conduct applicable to participants authorized to operate, their administrators,

employees and agents, and to their representatives with access to the trading environments and systems intended to guarantee the proper functioning and integrity of the market; (iv) rules relating to suspension and exclusion; (v) sanctions provided for in case of non-compliance with access rules b. Description of the connection models to the trading systems, including information on arrangements relating to direct market access, if there is a proposal in this sense, and description of the parameters and control policies applicable to trading messages
c. Commercial policy and policy for the disclosure of public and free information, as well as of those information capable of being commercialized, including the rules for accessing them, the characteristics of the disclosure and the protocol used
d. If the applicant intends to create indices representative of the assets traded in the organized markets administered, inform the calculation formulas and other rules on disclosure and periodic review, observing the principles of IOSCO (Principles for Financial Benchmarks) e. Indication of the model of operational limits between counterparties (bilateral risk, multilateral or other models) f. Main rules relating to the admission, suspension and exclusion of securities g. Description of rules relating to (i) the market operating hours and holiday calendar that will be used; (ii) to special trading phases (opening and closing calls, or equivalent, if applicable); (iii) to the period for the acceptance of operational corrections; (iv) to the algorithm that will be used to close transactions, in the various trading periods; (v) to the situations in which correction, cancellation and inclusion of offers and operations may occur in the trading environment; (vi) to the suspension of trading of assets and derivatives; (vii) to the postponement, interruption and cancellation of the trading session; and (viii) to the methodologies that will be used for the daily pricing of assets

h. Operational modalities (spot markets, futures, forwards, options, swap and other applicable), deadlines and types of settlement for each asset or contract traded
i. List of the types of offers accepted in the trading environment, describing their characteristics, the procedures relating to the entry, disclosure and execution of offers, and the rules applicable regarding the different trading hours
j. Procedures relating to the registration of operations, disclosure, clearing, settlement and rules applicable to the provision of guarantees k. If the applicant intends to administer more than one market, how the operational risk controls of each market will be segregated
l. If the applicant intends to list issuers, main rules relating to listing, suspension and exclusion of issuers, as well as to the administration of corporate events
m. Procedures and controls that will be adopted to manage and mitigate operational risks of pre-trading, trading and post-trading, such as: (i) incorrect or incompatible offers with intraday risk limits; (ii) loss of connection of the participant with the trading system; (iii) attempts to manipulate prices or atypical market situations; and (iv) overload in the message volume supported by the application n. Other relevant characteristics for understanding the functioning of the market

9.2. In the case of an authorization request, attach, naming as Annex 9.2, a copy of the regulations, contracts, manuals and any other documents that regulate the characteristics of the market operation commented on in item 9.1

X
10. Critical Systems X

10.1. In the case of an authorization request, provide information regarding each critical system:
a. the functionalities for which it will be used and the main reasons that determined its choice, identifying whether the system will be developed internally or if it will be provided by third parties, in which case it must be indicated whether there will be subcontracting b. the policies and practices developed by the entity with the objective of ensuring that its critical systems, whether operated directly by the entity or by third parties, have adequate levels of capacity, integrity, resilience, availability and security to maintain the entity's operational capacity and guarantee the efficient and regular functioning of the administered markets

X
10.2. In the case of an authorization request, present, indicating as Annex 10.2, the homologation test plan for the critical systems, containing at least:
a. Schedule of pre-operational tests: date of public availability of the rules and technological requirements relating to the interface and access, date of availability of the test environment for interface and access, date of completion of the pre-operational testing stage b. Objectives, scope, functionalities and attributes that will be evaluated in the homologation tests, indicating the respective dates and operational conditions applied
c. Date on which the report on the results of the tests carried out will be sent to the SMI, including with regard to the compliance of these systems with the provisions of the regulation and the rules developed by the applicant, containing information on the deficiencies found, the causes identified and actions taken or planned to correct them
d. Identification of those responsible for the tests and their participants, indicating the functions of each one

X
10.3. In the case of an authorization request, attach, indicating as Annex 10.3, a copy of the applicant's monitoring and annual test plans, indicating at least:

a. The systems, functionalities, attributes and processes that will be monitored and tested with the objective of identifying unauthorized access, operation in disagreement with the provisions of the regulation and the rules issued by the entity and malfunction or unavailability that significantly affects the normal operation of the system b. The parameters for the identification of abnormalities or insufficiency and the guidelines for the evaluation of the relevance of incidents
c. Methods, frequency and mechanisms that will be used to carry out the monitoring and the annual test
d. If the annual tests will be carried out with (i) the use of participants or users, and the criteria for their selection; and (ii) participation of the suppliers of the systems evaluated and if the results will be verified by auditors or certifiers e. The period and means used for the storage of the records of each monitoring

X
11. Feasibility Study X
11.1. In the case of an authorization request, attach, indicating as Annex 11.1, a feasibility study that evidences the economic and financial capacity of the applicant to fulfill the corporate purpose, with a description of the human, technical and material means related to the exercise of its activities

ANNEX C TO CVM RESOLUTION NO. 135, OF JUNE 10, 2022
Information on the participants authorized to operate referred to in item VI of Art. 158 a. Name b. Date of grant of authorization to operate
c. Address and telephone of the headquarters
d. Main activities developed by the participant e. Category of authorization granted

NORMATIVE ANNEX I TO CVM RESOLUTION NO. 135, OF JUNE 10, 2022 Provides for future settlement markets.
CHAPTER I – SCOPE AND PURPOSE
Art. 1º This Normative Annex provides for future settlement markets.
Art. 2º For the purposes of this Normative Annex, the following definitions apply:
I – future settlement market: comprises the forward, futures, options or any other organized market in which securities are traded with settlement in a period longer than that established for transactions in the spot market; II – self-regulatory entity: comprises the entities that administer organized markets and the entities that operate financial market infrastructure; III – financial market infrastructure operating entities: entity that carries out, cumulatively or individually, the processing and settlement of operations, the registration and centralized deposit of securities; and II – self-regulatory entity: comprises the entities that administer organized markets and the institutions that operate financial market systems; III – financial market system operating institution: entity that carries out, cumulatively or individually, the processing and settlement of operations, the registration and centralized deposit of securities; and

Items II and III with wording given by CVM Resolution No. 220, of November 11, 2024.
IV – investor: comprises, in addition to natural and legal persons who operate in future settlement markets:
a) the group of people acting in concert formed by:

spouses, partners and blood or civil relatives, up to the 2nd degree; and
people directly or indirectly related by employment or administrator link or by link resulting from control or affiliation, or from the habitual provision of service;
b) holder and administrators of portfolios managed, with or without exclusivity, by the same natural or legal person; and

c) any persons who, at the discretion of the self-regulatory entities or the CVM, represent the same interest.
CHAPTER II – GENERAL RULES
Art. 3º The self-regulatory entities referred to in this Normative Annex must elaborate and implement rules, procedures and controls with the objective of preventing and correcting situations that place at risk:
I – the regular and orderly functioning of the future settlement markets administered; and II – the processing and settlement of operations with future settlement securities admitted to trading in an organized market. Sole paragraph. The rules referred to in the caput, and their amendments, are subject to prior CVM approval to produce effect, observed the provisions of Art. 9º of this Normative Annex. Art. 4º It is the responsibility of the self-regulatory entities:
I – to establish, by future settlement market:
a) position and open contract limits, considering the total of securities-subject in circulation or other adequate parameters, considering the characteristics of the underlying asset; b) participation limits, per investor, for each contract or market, with the objective of preventing a level of concentration that places at risk the regular and orderly functioning of the market; and c) operational limits per participant, in accordance with their regulations; II – to disclose to the market the participation limits referred to in item I, communicating them, together with the position and open contract limits, to the SMI; III – to verify daily the degree of concentration in the future settlement market administered by it; and IV – to apply the deconcentration measures provided for in the rules referred to in Art. 3º of this Normative Annex to the investor or participant who fails to comply with the established limits, communicating them immediately to the SMI.

§ 1º The participation limits referred to in this article and the supervision criteria must be adjusted between the self-regulatory entities, when there are simultaneous operations with the same security in two or more environments or trading systems, without prejudice to the individual responsibility of each self-regulatory entity for risk management. § 2º The definition and subsequent alterations in the criteria and parameters used for the calculation of position and open contract limits referred to in item “a” of item I of the caput must be communicated to the SMI with a minimum advance of 10 (ten) days of its application, except for the emergency situations referred to in Art. 5º of this Normative Annex. Art. 5º In emergency situations, the self-regulatory entities may adopt measures not provided for in their regulations, provided that they previously communicate to the SMI the content of the decision and its justification. Art. 6º To guarantee the effective control of the degree of concentration of investors' positions in future settlement markets, multiple banks with investment portfolio, investment banks, distribution and brokerage companies must give access to the self-regulatory entities to their records and documents relating to transactions carried out in a future settlement market, as well as the registration forms of the respective principals.
CHAPTER III – GUARANTEE OF OPERATIONS
Art. 7º The guarantees of operations in future settlement markets may be provided:
I – in money; or
II – in assets of the investor's free choice, among those accepted by the responsible self-regulatory entity.
§ 1º The self-regulatory entities must disclose to the market the list of assets that can be given as guarantee, observed the need for prior communication to the SMI within a period of 5 (five) business days before its implementation. § 2º The self-regulatory entities must define the guarantees required based on technical criteria and adequate to the dynamics of the market, considering, among other factors, the volatility and liquidity of the security, as well as the interest rate practiced in the market.

§ 3º The alteration in the guarantee calculation methodology must be previously communicated to the SMI, together with a justified exposition regarding the criterion used, within a period of 5 (five) business days before its implementation. Art. 8º The financial market infrastructure operating entities must enter into an agreement among themselves so that opposite positions maintained by the same investor through the same participant can be used as guarantee, observed the provisions in their regulations. Art. 8º The financial market system operating institutions must enter into an agreement among themselves so that opposite positions maintained by the same investor through the same participant can be used as guarantee, observed the provisions in their regulations.

Caput with wording given by CVM Resolution No. 220, of November 11, 2024.
Sole paragraph. The agreement referred to in this article must be previously submitted to the approval of the SMI, which will have 20 (twenty) business days to manifest itself.
CHAPTER IV – FINAL AND TRANSITIONAL PROVISIONS
Art. 9º The provisions of Arts. 180 to 184 of CVM Resolution 135 apply to the request for prior approval referred to in the sole paragraph of Art. 3º of this Normative Annex.
Art. 10. Considered a serious offense, for the purposes of the provisions of § 3º of Art. 11 of Law No. 6,385, of 1976, the non-compliance with the sole paragraph of Art. 3º of this Normative Annex.

SECURITIES COMMISSION OF BRAZIL (CVM)
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

CVM RESOLUTION NO. 135, OF JUNE 10, 2022

NORMATIVE ANNEX II TO CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Provides for the approval of derivative contract models admitted to trading or registration in organized securities markets.

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Normative Annex provides for the approval of derivative contract models admitted to trading or subject to registration in an organized securities market.

CHAPTER II – DERIVATIVE CONTRACTS ADMITTED TO TRADING

Art. 2. It is the responsibility of the CVM to approve the model of derivative contracts admitted to trading in an organized securities market, as well as their materially significant alterations.

§ 1. For the purposes of this article, a materially significant alteration is considered to be any modification, addition, or exclusion in the terms of the derivative contracts referred to in the caput that has the potential to exert a substantial impact on the pricing or the manner of trading of the contracts, and the materiality of the alteration must be evaluated in each case.

§ 2. The commencement of trading of a derivative contract in an organized securities market depends on the prior approval of the contract model, or its alteration, by the CVM.

Art. 2. with wording given by CVM Resolution No. 220, of November 11, 2024.

Section I – Request for Prior CVM Approval

Art. 3. The request for prior approval of derivative contract models, or their alterations, must be sent to the SMI by the organized market administrator entity in which the contract will be traded.

Sole Paragraph. The request for prior approval must be accompanied, at a minimum, by the following documents:

I – a copy of the contract model with its annexes, containing, at a minimum:
a) the object, the trading unit, and the quotation method; b) the trading, maturity, and settlement dates of the contract; c) the criteria for calculating settlement prices, adjustments, and margins; and d) the admitted settlement methods, including the possibility or not of physical delivery of the underlying asset; II – in the case of an alteration to a derivative contract already admitted to trading, a marked version of the contract, indicating the modifications intended to be made to the model; III – a detailed description of the characteristics of the underlying asset of the contract, the markets in which it is traded, and its participants; IV – specification of access restrictions to the contracts by certain investors, if applicable; V – position limits per investor, per participant, and of open contracts; VI – statement regarding the adequacy of the methodology for determining the reference value of the underlying asset of the contract; and VII – declaration by the organized market administrator entity in which the contract will be traded that the proposal for a new contract, or alteration of a contract, originates from the entity itself, or, otherwise, identification of the person responsible for the proposal.

Art. 4. The SMI has up to 10 (ten) days to indicate to the applicant the absence of any document provided for in the sole paragraph of Art. 3.

Art. 5. After receipt of all documents necessary for prior authorization, the SMI has 60 (sixty) days to analyze the request, counted from the date of protocol of the last document that completes the instruction of the prior authorization request, observed that drafts and any other documents containing gaps whose filling, at the discretion of the SMI, is relevant for the analysis of the request will be disregarded.

§ 1. The period referred to in the caput of this article may be suspended once, if there is a need for information or documents to complement the instruction of the prior authorization request, as requested by the SMI.

§ 2. The applicant has 20 (twenty) days to comply with the requirements formulated by the SMI.

§ 3. The period for compliance with the requirements may be extended, only once, by 10 (ten) days, upon prior and reasoned request made by the applicant to the SMI.

§ 4. The SMI must manifest itself regarding the compliance with the requirements and the approval of the prior authorization request within the remaining period for the conclusion of the analysis, as provided in the caput.

§ 5. In the event of the occurrence of a new fact during the processing of the case, a new suspension of the period referred to in the caput may be admitted by the SMI, which must send a letter to the applicant, requesting the clarifications and documents necessary.

§ 6. Within 10 (ten) days counted from the receipt of the letter referred to in § 5, the applicant must comply with said request.

§ 7. The SMI must manifest itself regarding the compliance with the requirements and the approval of the prior approval request within the remaining period for the conclusion of the analysis, as provided in the caput.

§ 8. The analysis period referred to in the caput is suspended if there is a need for manifestation by the Central Bank of Brazil – BCB regarding the prior approval request, given the agreement celebrated by the CVM with that Autarchy with a view to the exchange of information and the articulation and coordination of common activities.

§ 9. In the case of § 8, the analysis period resumes after receipt, by the CVM, of the manifestation of the BCB, observed the provisions of Art. 7.

§ 10. Non-observance of the periods mentioned in §§ 2, 3, and 6 implies automatic rejection of the prior approval request.

§ 11. The absence of manifestation by the SMI in the periods mentioned in the caput and in §§ 4 and 7 implies automatic approval of the registration request.

Section II – Cancellation of Approval

Art. 6. The SMI must cancel approval already granted if it comes to find:

I – the falsity of the documents or declaration presented by the organized market administrator applicant; or II – the loss of the characteristics of the contract presented at the time of its approval.

Sole Paragraph. From the decision to cancel approval, an appeal may be filed to the CVM Collegiate Body, in accordance with current regulation.

Section III – Underlying Assets

Art. 7. The underlying assets of derivative contracts traded in an organized market must have their value calculated based on consistent and verifiable prices and methodologies.

Art. 8. The organized market administrator entity must publish on its website, for public and free access, in the form of its disclosure policy, a bulletin containing the reference prices of the underlying assets of the contracts traded in its administered markets, with a frequency compatible with the nature of the asset.

CHAPTER III – DERIVATIVE CONTRACTS SUBJECT TO TRADING TAKEN TO REGISTRATION

Art. 9. It is the responsibility of the organized OTC market administrator entity to approve derivative contracts admitted to registration.

Sole Paragraph. The organized OTC market administrator entity must keep all documentation related to its analysis archived for a period of 5 (five) years, counted from the date of termination of the respective contract.

Art. 10. The organized OTC market administrator entity must develop and implement rules regarding the procedures and criteria that must be observed for the approval of derivative contracts taken to registration.

Sole Paragraph. The rules referred to in the caput must:

I – allow the organized market administrator entity to identify and prevent violations of legal and regulatory norms; and II – be published by the organized OTC market administrator entity on its website.

Art. 11. Organized market administrator entities may, observed the provisions of items I and V of § 3 of Art. 1 of Complementary Law No. 105, of January 10, 2001, create mechanisms for sharing information about operations with derivative contracts traded or registered in their systems, for the purpose of risk management by financial institutions.

CHAPTER IV – FINAL PROVISIONS

Art. 12. It is considered a serious offense, for the purposes of § 3 of Art. 11 of Law No. 6.385, of 1976, the non-compliance with the sole paragraph of Art. 2 of this Normative Annex.

NORMATIVE ANNEX III TO CVM RESOLUTION NO. 135, OF JUNE 10, 2022

Provides for the trading, in an organized stock market, of subscription receipts of shares issued by an open company when there is simultaneous distribution in Brazil and abroad.

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Normative Annex provides for the trading, in an organized stock market, of subscription receipts of shares issued by an open company when there is simultaneous distribution in Brazil and abroad.

CHAPTER II – GENERAL RULES

Art. 2. Trading in an organized stock market of subscription receipts of shares to be fully paid, referred to as "subscription receipts to be fully paid," is admitted when the distribution is carried out simultaneously in Brazil and abroad.

§ 1. The trading of subscription receipts to be fully paid may only occur within the period comprised between the date of registration of the distribution with the CVM and the date of homologation of the capital increase, and this period is, in any case, limited to a maximum period of 7 (seven) business days.

§ 2. It is the responsibility of the distribution leader to inform the organized stock market administrator entity in advance of the date of commencement of trading.

Art. 3. Only subscription receipts to be fully paid relating to shares issued by companies with authorized capital that have decided on the exclusion of the preemptive right and the hiring of a distribution leader under the firm commitment model may be traded in an organized stock market.

Sole Paragraph. Trading of subscription receipts to be fully paid is prohibited in the case of the constitution of a company by public subscription.

Art. 4. The distribution leader, provider of the firm commitment, is responsible for the legitimacy of the subscription receipts to be fully paid delivered to investors.

Art. 5. The intermediary must alert its clients that, if the issuing company of the subscribed shares decides, for any reason, to revoke the corporate resolution from which the subscription resulted, the assignee of the respective receipt shall only be able to recover from the leader provider of the firm commitment the amount paid by the original subscriber, with no responsibility on the part of the intermediary or the good-faith assignor.

Art. 6. The trading of subscription receipts to be fully paid must be preceded by the disclosure of a material fact, which must necessarily include:

I – notice, preceding the start of the launch disclosure, containing:
a) information about the date of protocol of the request for registration of public distribution of shares with the CVM; b) indication of the location to obtain the preliminary prospectus; c) the indication of the dates and locations of the launch disclosure; d) conditions to make reservations for subscription of shares; and e) other information that may be necessary regarding the public distribution of the shares; and II – announcement containing:
a) information about the public distribution registration granted by the CVM; b) summary of the deliberative act of the issuance of the shares; c) indication of the location to obtain the prospectus; d) expected date for the homologation of the capital increase and the period for trading in the stock market of the receipts to be fully paid; and e) other information necessary for the proper transparency of the public distribution of the shares.

CHAPTER III – FINAL PROVISIONS

Art. 7. The provisions of this Normative Annex also apply to cases of secondary distribution of shares.

Art. 8. It is considered a serious offense, for the purposes of § 3 of Art. 11 of Law No. 6.385, of 1976, the violation of the norms contained in § 1 of Art. 2, in the caput and sole paragraph of Art. 3, in Art. 4, and in Art. 6 of this Normative Annex.

CVM Resolution No. 135 of June 10, 2022, with amendments introduced by CVM Resolutions No. 170/22 and 220/24

Lineage: Amended

Timeline