CVM Resolution No. 163 of July 13, 2022

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 163, OF JULY 13, 2022

Provides for the public distribution offer of promissory notes and revokes CVM Instruction No. 566, of July 31, 2015.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on July 7, 2022, based on Decree No. 2.044, of December 31, 1908, the Convention for the Adoption of a Uniform Law on Bills of Exchange and Promissory Notes, promulgated by Decree No. 57.663, of January 24, 1966, and on arts. 2, item VI, §§ 2 and 3, and 8, I, of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

CHAPTER I – SCOPE AND GENERAL RULES

Art. 1. This Resolution provides for the public distribution offer of promissory notes.

Art. 2. Companies and limited liability companies may issue, for public distribution, promissory notes that confer upon their holders a credit right against the issuer, observing the characteristics of the instruments provided for in this Resolution.

Sole paragraph. Cooperatives whose activity is the production, commercialization, processing, or industrialization of products or inputs for agricultural and livestock activities, or of machines and equipment used in agricultural and livestock activities, may also issue promissory notes for public distribution, observing the characteristics of the instruments provided for in this Resolution.

Art. 3. Promissory notes must be fully paid at the time of their issuance and subscription, on sight and in current currency.

Art. 4. The promissory note must circulate via black endorsement, which must necessarily contain the clause “no guarantee” given by the endorser.

Sole paragraph. While subject to centralized deposit, the circulation of promissory notes is effected through bookkeeping records made in the deposit accounts held with the central depository, which will endorse the instrument to the definitive creditor, upon the extinction of the centralized deposit.

Art. 5. The maturity term of the promissory note must be a maximum of 360 (three hundred and sixty) days from the date of its issuance, with there being, obligatorily, only one maturity date per series.

§ 1. The maximum maturity term referred to in the caput does not apply to promissory notes that, cumulatively:
I – have been the object of a public distribution offer directed exclusively to professional investors, as per specific regulation; and II – contain the presence of an agent hired to represent and safeguard the interests and rights of the community of holders of the promissory notes, subject to the specific rule that provides for the exercise of the fiduciary agent function.

§ 2. The promissory note must provide for the redemption and settlement of the instrument in current currency on the maturity date.

§ 3. The issuer may, if expressly provided for in the instrument, redeem the promissory note in advance.

§ 4. The redemption of the promissory note implies the extinction of the instrument, and its maintenance in treasury is prohibited.

§ 5. Partial redemption is effected through a lottery or auction.

Art. 6. The issuer’s bylaws or articles of association must provide for the competence to authorize the issuance of promissory notes for public distribution offer.

Art. 7. The authorization referred to in Art. 6 must provide for:
I – the issuance value, and its division into series, if applicable; II – the quantity and nominal value of the promissory note; III – the remuneration and monetary update conditions, if any; IV – the maturity term of the instruments; V – the guarantees, if any; VI – the place of payment; VII – the designation of the entities administering organized markets in which they will be negotiated, if applicable; and VIII – the hiring of service provision, such as custody and settlement, as applicable.

CHAPTER II – PUBLIC DISTRIBUTION

Section I – General Rules

Art. 8. Except as provided in this Resolution, the public distribution offer of promissory notes must be carried out in observance of the provisions of the specific regulation on public offers of securities.

Art. 9. When intended exclusively for qualified investors, as defined in a specific rule, the public distribution offer of promissory notes:
I – is subject to the automatic registration procedure; and II – does not require the availability of a prospectus, but of an offer sheet that follows the model and requirements of topics addressed in the order presented in Annex A.

Art. 10. In the offers referred to in Art. 9, the resale of the promissory notes may only be directed to the general investing public after 6 (six) months have elapsed from the date of closure of the offer.

Sole paragraph. The intermediary is responsible for verifying compliance with the provisions of the caput.

Art. 11. Issuers with large market exposure, as defined in specific regulation, are exempt from hiring an intermediary institution when carrying out a public distribution offer of promissory notes, provided that:
I – the promissory notes thus offered have a maturity term equal to or less than 90 (ninety) days; and II – the offer is intended exclusively for professional investors, as defined in a specific rule.

Sole paragraph. The issuer is responsible for verifying compliance with the provisions of item II of the caput.

Art. 12. In the offers referred to in Art. 11, the resale of the promissory notes is restricted to professional investors.

Sole paragraph. The intermediary is responsible for verifying compliance with the provisions of the caput.

Section II – Responsibilities

Art. 13. It is considered a serious offense, for the purposes of § 3 of Article 11 of Law No. 6.385, of December 7, 1976, the carrying out of public distribution offers of promissory notes under conditions different from those contained in Arts. 3, 4, and 5 of this Resolution.

Art. 14. CVM Instruction No. 566, of July 31, 2015, is revoked.

Art. 15. This Resolution enters into force on January 2, 2023.

Signed electronically by
MARCELO BARBOSA
President

ANNEX A TO CVM RESOLUTION NO. 163, OF JULY 13, 2022

Offer Sheet for the Public Distribution Offer of Promissory Notes

1. Notices
   “THE REGISTRATION OF THIS DISTRIBUTION DOES NOT IMPLY, ON THE PART OF THE CVM, GUARANTEE OF THE VERACITY OF THE INFORMATION PROVIDED OR JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE PROMISSORY NOTES TO BE DISTRIBUTED.” And, if applicable:
   “THE PROMISSORY NOTES OBJECT OF THIS OFFER WILL NOT BE NEGOTIATED ON A STOCK EXCHANGE OR IN AN OVER-THE-COUNTER MARKET SYSTEM, AND THE AVAILABILITY OF INFORMATION ON THE PRICES PRACTICED OR ON THE TRANSACTIONS CARRIED OUT SUBSEQUENT TO THEIR OFFER CANNOT BE ASSURED.”

2. Main Characteristics of the Operation:
   2.1. Identification of the issuer (name, address of its headquarters, and website);
   2.2. Corporate act that authorized the issuance of the instrument;
   2.3. ISIN Code;
   2.4. Issuance Value;
   2.5. Number of series;
   2.6. Quantity;
   2.7. Unit nominal value;
   2.8. Subscription and payment procedures;
   2.9. Pricing method;
   2.10. Remuneration conditions;
   2.11. Maturity term;
   2.12. Placement regime;
   2.13. Guarantees, if any, and declaration by the lead distribution institution that it verified the regularity of their constitution, sufficiency, and enforceability;
   2.14. Scenarios for early maturity and redemption conditions;
   2.15. Proration procedure;
   2.16. Place of negotiation, if any;
   2.17. Note agent or the agent referred to in item II of § 1 of Art. 5, if any;
   2.18. Risk classification, if any;
   2.19. Identification of the institutions forming the distribution consortium; and
   2.20. Destination of the resources.

3. Summary description of the issuer’s activities.

4. Identification of guarantors, their corporate type and general characteristics of their business must be informed.

5. Selected financial information 1
   5.1. Main Asset/Liability accounts
   5.1.1. Assets
   5.1.1.1. Total current assets
   5.1.1.2. Total non-current assets
   5.1.1.2.1. Realizable in the long term
   5.1.1.2.2. Other non-current asset accounts

1 The information must comprise the last three fiscal years and quarterly information of the current fiscal year. The balance sheet accounts of the current quarter must be compared with the balance sheet accounts of the end of the immediately preceding fiscal year, and the income and comprehensive income accounts of the current quarter (accumulated in the current fiscal year) must be compared with those of the quarter of the previous fiscal year (accumulated in the year).

5.1.1.3. Total assets
5.1.2. Liabilities
5.1.2.1. Total current liabilities
5.1.2.2. Total non-current liabilities
5.1.2.3. Total liabilities
5.1.2.4. Total shareholders’ equity
5.1.2.5. Total liabilities plus shareholders’ equity
5.1.3. Main accounts of the income statement
5.1.3.1. Net revenue
5.1.3.2. Cost of products/goods/services sold/provided
5.1.3.3. Gross profit
5.1.3.4. Result before financial result and taxes
5.1.3.5. Net profit or loss of the period
5.1.4. Main accounts of the comprehensive income statement
5.1.4.1. Items that will not be reclassified subsequently to profit or loss
5.1.4.2. Items that will be reclassified subsequently to profit or loss
5.2. Identification of the independent auditor, or, if the financial statements have not been audited, explicitly state this condition.

6. Description of the operation’s risk factors.

7. Description of the relationship between the offeror and the intermediary institutions forming the consortium.

8. Declaration by the offeror and the lead institution regarding the veracity, consistency, quality, and sufficiency of the information provided.