CVM Resolution No. 180 of March 22, 2023

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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CVM RESOLUTION NO. 180, OF MARCH 22, 2023

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

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on March 21, 2023, based on the provisions of Article 8, I, of Law No. 6,385, of December 7, 1976, APPROVED the following Resolution:

Art. 1 CVM Resolution No. 80, of March 29, 2022, shall be in effect with the following wording:

“Art. 5..............................................................
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§ 2 The SEP must inform, within a period of up to 10 (ten) days counted from the protocol, regarding the insufficiency of the submitted documents, if applicable, and which documents or information are missing.
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” (New wording)

“Art. 38-A..........................................................
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II – ....................................................................
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c).......................................................................

1. has carried out public offerings, submitted to the ordinary registration procedure for distribution, in a total amount equal to or greater than R$ 500,000,000.00 (five hundred million reais) of the fixed-income security it intends to offer, including securitization titles with a single underlying asset in which it has been the debtor; or
2. has carried out at least 2 (two) public offerings, submitted to the ordinary registration procedure for distribution, of the fixed-income security it intends to offer, including securitization titles with a single underlying asset in which it has been the debtor.
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   ” (New wording)

Art. 2 Annex C of CVM Resolution No. 80, of March 29, 2022, shall be in effect with the following wording:

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1.6. Describe the relevant effects of state regulation on the issuer's activities, commenting specifically on:
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7.2. Regarding specifically the board of directors, indicate: X
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8.6. Regarding each grant of stock purchase options made in the last 3 fiscal years and planned for the current fiscal year, by the board of directors and the statutory management, prepare a table with the following content:
X a. body X b. total number of members X
c. number of remunerated members X
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10.1. Describe the issuer's human resources, providing the following information:
X a. number of employees, total and by groups, based on the activity performed, geographic location, and diversity indicators, which, within each hierarchical level of the issuer, shall cover:
X
i. self-declared gender identity X
ii. self-declared color or race identity X
iii. age range X
iv. other diversity indicators that the issuer considers relevant X
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” (New wording)

Art. 3 CVM Resolution No. 160, of July 13, 2022, shall be in effect with the following wording:

“Art. 26.............................................................
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VI – initial distribution of shares of non-exclusive closed-end investment funds (“initial closed-end fund shares”) intended exclusively for:
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VII – subsequent distribution of shares of non-exclusive closed-end investment funds (“subsequent closed-end fund shares”) intended exclusively:
a) to professional investors, observing the provisions of item II of Article 86; b) to qualified investors, observing the provisions of item III of Article 86; c) to the general investing public, provided there has been a prior offering subject to prior analysis by the CVM and there has been no expansion of the fund's target audience or change in its investment policy (“subsequent closed-end funds intended for the general investing public without change in investment policy or expansion of target audience”); or d) to the general investing public when the registration request is previously analyzed by a self-regulatory entity authorized by the CVM under the terms of the agreement (“subsequent closed-end fund intended for the general investing public with analysis via agreement”);
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” (New wording)

“Art. 27.............................................................
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§ 7 In the cases listed in the items of the main paragraph of Article 26 where there is provision for prior analysis by a self-regulatory entity, the registration request must be accompanied:
I – at the time of presentation of the request, the documents necessary for the registration of the respective distribution offering, according to the target audience of the offering, as provided for in this Resolution; and II – until the registration is obtained, the technical report prepared by the affiliated self-regulatory entity under the terms established by the agreement that does not point out obstacles or conditions for the approval of the public offering registration.

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” (New wording)

“Art. 37.............................................................
§ 1 The SRE must inform, within a period of up to 10 (ten) days counted from the protocol, regarding the insufficiency of the submitted documents, if applicable, and which documents or information are missing.
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” (New wording)

“Art. 86..............................................................
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II – in offerings intended exclusively for professional investors listed in items V, letter "a" (simple debentures), VI, letter "a" (initial closed-end fund shares), VII, letter “a” (subsequent closed-end fund shares) and VIII, letter "a" (securitization titles), of the main paragraph of Article 26, the resale can only be intended:
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III – in offerings intended exclusively for qualified investors listed in items V, letter "b" (simple debentures), VI, letter “b” (initial closed-end fund shares), VII, letter “b” (subsequent closed-end fund shares), VIII, letter “b” (securitization titles), of the main paragraph of Article 26, the resale can only be intended to the general investing public after 6 (six) months have elapsed from the date of closing of the offering;
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” (New wording)

“Art. 87. There are no restrictions on trading in regulated markets of the assets acquired in the offerings listed in items I to III 1, item IV, letter “b”2, item V, letter “c”3, item VI, letter “c”4,

1 IPO of shares with analysis via agreement, subsequent offering of shares, subsequent offering of EGEM shares 2 simple debentures of frequent debt issuer intended for qualified investors 3 simple debentures of issuer registered for the general public in the cases of automatic registration 4 initial closed-end fund shares intended for the general investing public with analysis via agreement

5 subsequent closed-end fund shares intended for the general investing public without change in investment policy or expansion of target audience 6 subsequent closed-end fund intended for the general investing public with analysis via agreement 7 securitization titles with analysis via agreement 8 subsequent BDR Sponsored Level III 9 private capital increase surpluses

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incitem VII, letters “c”5 and “d”6, item VIII, letter “c”7, item XII 8 and item XIII 9, all of the main paragraph of Article 26.” (New wording)

Art. 4 Footnotes No. 90 and 91 of CVM Resolution No. 80, of March 29, 2022, are hereby repealed.

Art. 5 This Resolution enters into force on April 3, 2023.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President