CVM Resolution No. 17 of February 9, 2021, with amendments introduced by CVM Resolutions No. 162/22 and 226/25

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 17, OF FEBRUARY 9, 2021, WITH THE AMENDMENTS INTRODUCED BY CVM RESOLUTIONS NO. 162/22 AND 226/25.

Regulates the exercise of the function of fiduciary agent and revokes CVM Instruction No. 583, of December 20, 2016.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes it known that the Board, in a meeting held on this date, and based on arts. 8, I, and 15, § 1, I, of Law No. 6.385, of December 7, 1976, and having in view the provisions of Chapter V of Law No. 6.404, of December 15, 1976; in Chapter I, Section VI of Law No. 9.514, of November 20, 1997; and in art. 39 of Law No. 11.076, of December 30, 2004, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1. This Resolution regulates the activity of the fiduciary agent who is appointed, in the cases provided for by law, to exercise this function with respect to securities distributed publicly or admitted to trading on an organized market.

Sole paragraph. This Resolution also applies to agents who are hired, in accordance with specific regulation, to exercise the function of fiduciary agent in public offerings of distribution of promissory notes with a maturity period of more than 360 (three hundred and sixty) days.

CHAPTER II – APPOINTMENT OF THE FIDUCIARY AGENT

Section I – General Rules

Art. 2. The appointment of the fiduciary agent and its acceptance for the exercise of the function must be included in the issuance deed, the credit rights securitization term, or the equivalent instrument.

§ 1. The documents provided for in this article must also establish, observing the provisions of this Resolution:
I – the duties and responsibilities of the fiduciary agent; II – its remuneration, observing the provisions of art. 14; and III – the conditions for the substitution of the fiduciary agent in the cases of temporary impediments, resignation, intervention, extrajudicial liquidation, or any other case of vacancy, and may, from the outset, provide for a substitute for all or some of these cases.

§ 2. The issuance deed, the credit rights securitization term, or the equivalent instrument may not restrict the duties, attributions, and responsibilities of the fiduciary agent provided for by law or in this Resolution.

Art. 3. The exercise of the function of fiduciary agent begins from the date of the issuance deed, the credit rights securitization term, or the equivalent instrument, or, in the case of substitution, from the amendment.

Sole paragraph. The fiduciary agent must remain in the exercise of its functions until its substitution by a new fiduciary agent, in the manner of art. 7.

Section II – Requirements and Impediments for the Exercise of the Function

Art. 4. Only financial institutions previously authorized by the Central Bank of Brazil, which have as their corporate object the administration or custody of third-party assets, may be appointed as fiduciary agent.

Sole paragraph. When provided for in specific law, the function of fiduciary agent may also be exercised by other entities authorized for this purpose by the Central Bank of Brazil.

Art. 5. In addition to other documents that may be required in specific norms, the registration request for a public offering of distribution of securities that provides for the appointment of a fiduciary agent must be accompanied by a declaration signed by a statutory director of the fiduciary agent regarding the non-existence of a conflict of interest situation that prevents the institution from exercising the function.

§ 1. If the fiduciary agent does not have a registration with the CVM, the public offering distribution registration request must also be accompanied by the following documents:
I – proof that the indicated institution meets the provisions of art. 4; and II – registration information indicated in the specific regulation that deals with the registration of participants in the securities market.

§ 2. In public offerings with restricted efforts, the declaration provided for in the caput of art. 5 and the information indicated in § 1 must be presented to the entity administering the organized market in which the securities are registered.

§ 2. In public offerings subject to the automatic distribution procedure, the declaration provided for in the caput and the information provided for in § 1 must be presented to the entity administering the organized market in which the securities are registered and kept available to the CVM.

§ 2 with wording given by CVM Resolution No. 162 of July 13, 2022.

Art. 6. Observing the provisions of art. 4, the following institutions may not be appointed as fiduciary agent:
I – that provides advisory services of any nature to the issuer, its affiliate, controlled company, holding company, or company part of the same group; II – that is an affiliate of the issuer or is its controlled or holding company, directly or indirectly; III – that is an affiliate or controlled by a company that acts as a distributor of the issuance; IV – that is a creditor, by any title, of the issuer or of a company controlled by it; V – whose controllers, persons linked to them, or administrators have an interest in the issuer that is conflicting with the exercise, by the institution, of its attributions as a fiduciary agent; VI – whose voting capital belongs, in the proportion of 10% (ten percent) or more, to the issuer, its administrator, or partner; and VII – that, in any other way, is in a situation of conflict of interest.

§ 1. The fiduciary agent that acts in this function in another issuance of the same issuer, affiliate company, controlled company, holding company, or company part of the same group must ensure equitable treatment to all holders of securities, respecting the guarantees, obligations, and specific rights attributed to the respective holders of securities of each issuance or series.

§ 2. Whenever contracting as a fiduciary agent an institution that already acts as a fiduciary agent, note agent, or guarantee agent in another issuance of the same issuer or of an affiliate, controlled, holding, or company part of the same group, the issuer must disclose this information, prominently, specifying the data contained in item XI of art. 1 of Annex A of this Resolution:
I – in the issuance deed, the credit rights securitization term, or the equivalent instrument; and II – in the offering prospectus, whenever there is one.

§ 3. The notice to the market disclosed when using a preliminary prospectus, the announcement of the start of distribution, and the other advertising materials of the offering must indicate, prominently, the location of the prospectus and the issuance deed, the credit rights securitization term, or the equivalent instrument where the information provided for in the caput of § 2 can be consulted by investors.

§ 4. In securitization operations, the cases of conflict of interest provided for in items I, II, IV, V, and VI of the caput must be extended, with respect to the issuer, also to the debtors and co-obligors that represent 20% (twenty percent) or more of the credits that back the issuance.

Section III – Substitution of the Fiduciary Agent

Art. 7. In the case of impediment, resignation, intervention, or extrajudicial liquidation of the fiduciary agent, it must be substituted within a period of up to 30 (thirty) days, by resolution of the assembly of the holders of the securities.

§ 1. The assembly intended for the choice of a new fiduciary agent must be convened by the fiduciary agent to be substituted, and may also be convened by holders of securities representing 10% (ten percent), at minimum, of the titles in circulation of the respective issuance or series.

§ 2. If the convening of the assembly does not occur until 15 (fifteen) days before the end of the period referred to in the caput, it is the responsibility of the issuer of the security to effect the immediate convening.

§ 3. In exceptional cases, the CVM may proceed to convene the assembly for the choice of a new fiduciary agent or appoint a provisional substitute.

Art. 8. The holders of securities may substitute the fiduciary agent and indicate its eventual substitute at any time after the closing of the public distribution, in an assembly especially convened for this purpose.

Sole paragraph. The provisions of § 1 of art. 7 apply to the assembly referred to in this article.

Art. 9. The substitution of the fiduciary agent must be communicated to the CVM, within a period of up to 7 (seven) business days, counted from the registration of the amendment of the issuance deed, the credit rights securitization term, or the equivalent instrument in the competent bodies.

Art. 9. The substitution of the fiduciary agent must be communicated to the CVM, within a period of up to 7 (seven) business days, counted from the signing of the amendment of the issuance deed, the credit rights securitization term, or the equivalent instrument, or, when required by law, from the registration of these instruments in the competent bodies.

Caput with wording given by CVM Resolution No. 226 of March 6, 2025.

Sole paragraph. Along with the communication, the declaration and other information required in the caput and § 1 of art. 5 must be sent to the CVM.

Art. 10. The assemblies of holders of securities subject to this Resolution must be convened and held in accordance with the rules provided for by law and in specific norm or in accordance with what is stipulated in the issuance deed, the credit rights securitization term, or the equivalent instrument.

Sole paragraph. If the non-existence of a rule regarding the subject is verified, the norms regarding the convening and holding of the debenture holders' assembly must be applied in the convening and holding of the assembly referred to in the caput.

CHAPTER III – DUTIES OF THE FIDUCIARY AGENT

Art. 11. It is the duty of the fiduciary agent, without prejudice to other duties that may be provided for in specific law or in the issuance deed, the credit rights securitization term, or the equivalent instrument:
I – to exercise its activities with good faith, transparency, and loyalty towards the holders of securities; II – to protect the rights and interests of the holders of securities, employing in the exercise of the function the care and diligence that every active and upright man usually employs in the administration of his own assets; III – to resign from the function, in the case of the supervening of a conflict of interest or any other modality of unfitness, and to immediately convene the assembly provided for in art. 7 to deliberate on its substitution; IV – to keep in good custody all documentation related to the exercise of its functions; V – to verify, at the moment of accepting the function, the veracity of the information related to the guarantees and the consistency of the other information contained in the issuance deed, the credit rights securitization term, or the equivalent instrument, diligently seeking to have omissions, flaws, or defects known to it remedied; VI – to urge the issuer so that the issuance deed, the credit rights securitization term, or the equivalent instrument, and its amendments, are registered in the competent bodies, adopting, in the case of the issuer's omission, the measures eventually provided for by law; VI – to urge the issuer so that the issuance deed, the credit rights securitization term, or the equivalent instrument, and its amendments, are registered in the competent bodies, in cases where such registration is required by law, adopting, in the case of the issuer's omission, the measures eventually provided for by law;

Item VI with wording given by CVM Resolution No. 226 of March 6, 2025.
VII – to monitor the provision of periodic information by the issuer and alert the holders of securities, in the annual report referred to in art. 15, about inconsistencies or omissions of which it has knowledge; VIII – to monitor the performance of the securitizing company in the administration of the separate patrimony through the information disclosed by the company on the subject; IX – to opine on the sufficiency of the information provided in the proposals for modification of the conditions of the securities; X – to verify the regularity of the constitution of real, floating, and surety guarantees, as well as the value of the assets given as guarantee, observing the maintenance of their sufficiency and enforceability in the terms of the provisions established in the issuance deed, the credit rights securitization term, or the equivalent instrument; XI – to examine the proposal for substitution of assets given as guarantee, manifesting its opinion on the subject in a justified manner; XII – to summon, as the case may be, the issuer, the assignor, the guarantor, or the co-obligor to reinforce the given guarantee, in the case of its deterioration or depreciation; XIII – to request, when deemed necessary for the faithful performance of its functions, updated certificates from the civil distributors, the Public Treasury Courts, the protest notaries, the Labor Courts, the Public Treasury Attorney's Office, from the locality where the asset given as guarantee is located or the domicile or headquarters of the debtor, the assignor, the guarantor, or the co-obligor, as the case may be; XIV – to request, when considered necessary, external audit of the issuer or of the separate patrimony; XV – to examine, while the right to convert debentures into shares can be exercised, the alteration of the issuer's bylaws that aims to change the company's object, create preferred shares, or modify the advantages of existing ones, to the detriment of the shares into which the debentures are convertible, fulfilling its duty to approve the alteration or convene a special assembly of debenture holders to deliberate on the matter; XVI – to convene, when necessary, the assembly of the holders of securities, in the manner of art. 10 of this Resolution; XVII – to attend the assembly of the holders of securities in order to provide the information that is requested of it; XVIII – to keep updated the list of holders of securities and their addresses; XIX – to coordinate the drawing of the debentures to be redeemed, in the manner provided in the issuance deed; XX – to supervise the compliance with the clauses contained in the issuance deed, the credit rights securitization term, or the equivalent instrument, especially those imposing obligations to do and not to do; XXI – to communicate to the holders of securities any default, by the issuer, of financial obligations assumed in the issuance deed, the credit rights securitization term, or equivalent instrument, including
obligations related to guarantees and contractual clauses intended to protect the interest of the holders of securities and that establish conditions that should not be breached by the issuer, indicating the consequences for the holders of securities and the measures it intends to take regarding the subject, observing the period provided for in art. 16, II, of this Resolution;

XXII – to verify the procedures adopted by the issuer to ensure the existence and integrity of the securities, financial assets, or instruments that back securitization operations, including when custodied or subject to custody by a third party hired for this purpose; and

XXIII – to verify the procedures adopted by the issuer to ensure that the rights incident on the securities, financial assets, or contractual instruments that back securitization operations, including when custodied or subject to custody by a third party hired for this purpose, are not assigned to third parties.

§ 1. In cases of securitization operation, even if there has been no default by the issuer, the provision of item XXI of the caput applies when there is a change in the structure of the securitization, resulting or not from default of debtors or co-obligors or increase in their respective credit risks, and that imply in:
I – reduction of minimum subordination index, guarantee ratio, or equivalent, as established in the securitization term; II – decrease in the credit reinforcement of the securitization structure; or III – increase in the credit risk of the issuance.

§ 2. The results of the verification provided for in items XXII and XXIII, including with respect to any inconsistencies or omissions found, must be included in the annual report referred to in art. 15.

Art. 12. In the case of default of any conditions of the issuance, the fiduciary agent must use all and any measure provided for by law or in the issuance deed or in the credit rights securitization term to protect rights or defend the interests of the holders of securities.

§ 1. The promissory note agent referred to in the sole paragraph of art. 1 must act to protect the rights and interests of the holders of securities, including by adopting the measures provided for in the note, or in another instrument, that aim to protect these rights and interests.

§ 2. If the issuance deed, the credit rights securitization term, or the equivalent instrument does not establish a superior quorum, the modification of the conditions of the securities or the non-adoption of any measure provided for by law or in the issuance deed, in the credit rights securitization term,

SECURITIES AND EXCHANGE 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 17, OF FEBRUARY 9, 2021 creditor rights or in the equivalent instrument aimed at the defense of the rights and interests of the holders of securities must be approved in a general meeting by a resolution of the absolute majority of the securities in circulation. Art. 13. The expenses necessary for the safeguarding of the rights and interests of the holders of securities described in this Resolution shall be borne by the issuer. § 1º The fiduciary agent must render accounts to the issuer for the expenses mentioned in the caput, for the purpose of being immediately reimbursed by it. § 2º The credit of the fiduciary agent for expenses incurred to protect the rights and interests or to realize credits of the holders of securities, which has not been settled in the manner of the previous paragraph, must be added to the debt of the issuer and, in the case of debentures, enjoys the same guarantees, preferring them in the order of payment. § 3º In the case of issuances of real estate receivable certificates – CRI and agricultural receivable certificates – CRA, the expenses must be charged to the separate estate.
CHAPTER IV – REMUNERATION
Art. 14. The remuneration of the fiduciary agent must be compatible with the responsibilities and with the degree of dedication and diligence required for the exercise of the function.
Sole paragraph. The issuance deed, the securitization term of creditor rights or the equivalent instrument must stipulate the amount, method of update, periodicity and payment conditions of the remuneration attributed to the fiduciary agent and to its eventual substitute.
CHAPTER V – INFORMATION DISCLOSURE
Section I – Periodic Information
Art. 15. The fiduciary agent must disclose on its website, within 4 (four) months after the end of the issuer's fiscal year, an annual report describing, for each issuance, the relevant events that occurred during the fiscal year related to the respective security and containing, at minimum, the following information:
I – compliance by the issuer with its periodic information disclosure obligations, indicating any inconsistencies or omissions of which it has knowledge;

SECURITIES AND EXCHANGE 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 17, OF FEBRUARY 9, 2021 II – statutory amendments that occurred during the fiscal year with relevant effects for the holders of securities; III – comments on economic, financial and capital structure indicators of the issuer related to contractual clauses intended to protect the interest of the holders of securities and that establish conditions that must not be breached by the issuer; IV – quantity of securities issued, quantity of securities in circulation and cancelled balance in the period; V – redemption, amortization, conversion, repactuation and payment of interest of the securities carried out in the period; VI – constitution and applications of the amortization fund or other types of funds, if any; VII – destination of the resources raised through the issuance, according to information provided by the issuer; VIII – list of assets and values delivered to its administration, if any; IX – compliance with other obligations assumed by the issuer, debtor, assignor or guarantor in the issuance deed, in the securitization term of creditor rights or in an equivalent instrument; X – maintenance of the sufficiency and enforceability of the guarantees; XI – existence of other issuances of securities, public or private, made by the issuer, by an affiliated, controlled, controlling company or part of the same group as the issuer in which it acted in the same fiscal year as a fiduciary agent, as well as the following data on such issuances:
a) name of the offering company; b) value of the issuance; c) quantity of securities issued; d) type and guarantees involved; e) maturity term and interest rate; and f) default in the period.

SECURITIES AND EXCHANGE 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 17, OF FEBRUARY 9, 2021 XII – declaration on the non-existence of a conflict of interest situation that prevents the fiduciary agent from continuing to exercise the function. § 1º Within the same deadline as that referred to in the caput, the annual report must be sent by the fiduciary agent to the issuer, for disclosure in the manner provided for in the specific regulation. § 2º The annual report must be kept available for public consultation on the fiduciary agent's website for a period of 3 (three) years. § 3º The fiduciary agent must also keep available on its website an updated list of issuances in which it exercises this function.
Section II – Eventual Information
Art. 16. The fiduciary agent must disclose on its website the following eventual information:
I – statement on the proposal for substitution of assets given as guarantee, on the same date of its sending to the issuer for disclosure in the manner provided for in the specific regulation; II – communication about the default, by the issuer, of financial obligations assumed in the issuance deed, in the securitization term of creditor rights or in an equivalent instrument, including obligations related to guarantees and contractual clauses intended to protect the interest of the holders of securities and that establish conditions that must not be breached by the issuer, indicating the consequences for the holders of securities and the measures it intends to take regarding the subject, within 7 (seven) business days counted from the knowledge by the fiduciary agent of the default; III – statement on the proposal to amend the issuer's bylaws that aims to change the company's object, or to create preferred shares or modify the advantages of existing ones, and that may affect the shares into which the debentures are convertible, on the same date of its sending to the issuer for disclosure in the manner provided for in the specific regulation; IV – summonses and information necessary for the exercise of the right to vote in the general meetings of the holders of securities convened by it, on the same date of its disclosure and sending to the issuer for disclosure in the manner provided for in the specific regulation;

SECURITIES AND EXCHANGE 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 17, OF FEBRUARY 9, 2021 V – communications received from the issuer about the intention to acquire its own debentures, in accordance with the specific regulation; and VI – other information considered relevant. § 1º The information provided for in items I to VI of the caput must be kept available for public consultation on the fiduciary agent's website for a period of 3 (three) years. § 2º The fiduciary agent must send to the holders of the securities its statement on the sufficiency of the information provided in the proposal to modify the conditions of the securities on the same date of its sending to the issuer. § 3º The information provided for in item II of the caput must also be sent:
I – to the issuer, for disclosure in the manner provided for in the specific regulation; and II – to the central depository in which the security is deposited and to the entity administering the organized market in which it is traded or registered.
CHAPTER VI – ARCHIVE MAINTENANCE
Art. 17. The fiduciary agent must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, all documents and information required by this Resolution.
§ 1º Digitized images are admitted in substitution for the original documents, provided that the process is carried out in accordance with federal legislation on the preparation and archiving of public and private documents in electromagnetic media, and with federal regulation that establishes the technique and requirements for the digitization of these documents. § 2º The source document may be discarded after its digitization, except if it presents material damage that prejudices its legibility.
CHAPTER VII – FINAL PROVISIONS
Art. 18. The issuer must provide the fiduciary agent with all the necessary information to ensure the fulfillment of the duties imposed on it by this Resolution.

CVM Resolution No. 17 of February 9, 2021, with amendments introduced by CVM Resolutions No. 162/22 and 226/25

Lineage: Amended

Timeline