CVM Resolution No. 194 of November 17, 2023

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

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.

Amends CVM Resolution No. 60, of December 23, 2021.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on November 1, 2023, in view of the provisions of Arts. 2, IX, 8, I, 19, § 5º, 20, 21 and 22 of Law No. 6.385, of December 7, 1976, Law No. 9.514, of November 20, 1997, Law No. 11.076, of December 30, 2004, and Law No. 14.430, of August 3, 2022, APPROVED the following Resolution:

Art. 1 The preamble of CVM Resolution No. 60, of December 23, 2023, shall enter into force with the following wording:

“THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Board, in a meeting held on November 4, 2021, in view of the provisions of Arts. 2, IX, 8, I, 19, § 5º, 20, 21 and 22 of Law No. 6.385, of December 7, 1976, Law No. 9.514, of November 20, 1997, Law No. 11.076, of December 30, 2004, and Law 14.430, of August 3, 2022, APPROVED the following Resolution:” (NR)

Art. 2 CVM Resolution No. 60, of 2023, shall enter into force with the following wording:

“Art. 2..............................................................
..........................................................................
IV – credit rights: rights, titles or securities representing credit, originating from operations carried out in any economic segment;
..........................................................................
IX – fiduciary regime: regime instituted over the credit rights and other assets and rights that collateralize the issuance of securitization titles, through a unilateral declaration by the securitizing company in the issuance instrument, which shall cumulatively contain the following matters:
a) the allocation of the credit rights and other assets and rights that collateralize the respective issuance of securitization titles; and b) the constitution of a separate estate, integrated by the credit rights and other assets and rights that collateralize the issuance of the securitization titles and, thus, are subject to the fiduciary regime;

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.
..........................................................................
XI – revolving: acquisition of new credit rights using resources originating from the credit rights and other assets and rights that make up the collateral of the issuance; XII – securitization titles: securities issued by securitizing companies within the scope of securitization operations; and XIII – warehousing: gradual acquisition of credit rights by a related party to the securitizing company, with the aim of assembling a portfolio containing assets with different risk and return relationships, which can serve as collateral for different securitization operations.”(NR)

“Art. 13. ............................................................
...........................................................................
§ 4º The cancellation of the registration of the securitizing company is equivalent to its insolvency for the purpose of applying the procedures set forth in Art. 31 of Law No. 14.430, of 2022.”(NR)

“Art. 17. ...........................................................
..........................................................................
VIII – ensure the existence and integrity of the assets and instruments that make up the separate estate, including when custodied, deposited or registered with third parties; IX – when acquiring the credit rights that will serve as collateral for the securitization operation, verify if the amount attributed to any debtor represents a share equal to or greater than 20% (twenty percent) of the total value of the collateral and, if positive, take measures to ascertain its tax situation; and X – ensure that the credit rights that will collateralize the securitization titles are identified, meet the eligibility criteria set forth in the securitization agreement, and are acquired by the securitizing company by the date of full payment of the securitization titles.”(NR)

“Art. 25. ...........................................................
..........................................................................
IV – any deliberation pertinent to the administration or liquidation of the separate estate, in cases of insufficiency of assets to liquidate the issuance or in the event of bankruptcy or judicial or extrajudicial reorganization of the securitizing company, being able to deliberate even:

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.
..........................................................................
b) the delivery of assets in payment to the investors of the amounts comprising the separate estate;
..........................................................................
§ 3º ..................................................................
..........................................................................
III – the revolving of credit rights;
...........................................................................” (NR)

“Art. 26. The convening of the special assembly of investors must be made available by the securitizing company on the page containing the information of the separate estate on the worldwide computer network.
§ 1º The convening of the special assembly of investors must be made at least 20 (twenty) days in advance of the date of its holding, except for deliberations related to the insufficiency of assets comprising the separate estate for the full satisfaction of the related securitization titles, in which case the period shall be 15 (fifteen) days. § 1º-A The holding of first and second callings is admitted, by means of a single notice, in the case of a special assembly of investors convened to deliberate exclusively on the financial statements provided for in item I of Art. 25, so that the notice of the second calling may be disclosed simultaneously with the notice of the first calling.
..........................................................................
”(NR)

“Art. 28. The special assembly of investors is installed with the presence of any number of investors, except in the cases of deliberations related to the insufficiency of assets comprising the separate estate for the full satisfaction of the related securitization titles, which must be installed in the first calling with the presence of holders of securitization titles representing at least 2/3 (two thirds) of the global value of the titles. ...........................................................................”(NR)

“Art. 30. The deliberations of the special assembly of investors are taken by a majority of votes of those present, without prejudice to the provisions of § 3º of this article.

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.
..........................................................................
§ 3º-A If the deliberation of the special assembly of investors is related to the insufficiency of assets comprising the separate estate for the full satisfaction of the related securitization titles, the deliberations taken by the majority of those present, in the first or second calling, shall be considered valid.
..........................................................................
”(NR)

“Art. 33. ..........................................................
..........................................................................
§ 10. In public distribution offers intended for the general public, it is mandatory to have at least one rating agency report attributed to the securitization title distributed.
§ 11. The risk classification must be updated, at least, every 12 (twelve) month period or as defined in the issuance instrument.
§ 12. If the public distribution offer of securitization titles is exclusively intended for qualified investors and the assets are not admitted to trading on an organized market, and provided that the collateral of the credit rights is not composed of credit titles, the hiring provided for in item I of the caput may be dispensed with, in which case the securitizing company is responsible for keeping the supporting documents that represent the assets and rights linked to the issuance, in accordance with Art. 34. § 13. In the case referred to in § 12, the securitizing company must have adequate rules and procedures, provided in writing and subject to verification, to ensure control and the adequate movement of the supporting documentation of the assets and rights linked to the issuance.”(NR)

“Art. 37. ..........................................................
§ 1º The issuance instrument may provide that the resources originating from the receipts of the credit rights can be received directly in an escrow account or another type of account or arrangement at a financial or payment institution, for subsequent transfer to the securitizing company, according to rules and procedures established in the issuance instrument.
..........................................................................
”(NR)

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.

“Art. 39. ..........................................................
I – insufficiency of the assets comprising the separate estate for the full satisfaction of the securitization titles;
..........................................................................
§ 1º In the case provided for in item I, it is the responsibility of the securitizing company or, if it does not do so, of the fiduciary agent to convene a special assembly of investors to deliberate on the administration or liquidation of the separate estate. § 2º In the case provided for in item II, it is the responsibility of the fiduciary agent to immediately assume custody and administration of the separate estate and, within 15 (fifteen) days from its knowledge, convene a special assembly of investors to deliberate on the replacement of the securitizing company or liquidation of the separate estate, the deadline for holding which shall be up to 20 (twenty) days in the first calling and up to 8 (eight) days in the second calling.
..........................................................................
”(NR)

“Art. 50. The securitizing company must send to the CVM, on the date they are made available to the public, which must not exceed 3 (three) months from the end of the fiscal year of the respective separate estates, the financial statements of each separate estate, which must be prepared in accordance with Law No. 6.404, of 1976, and with the norms of the CVM, and audited by independent auditors registered with the CVM.
..........................................................................
”(NR)

“Art. 51. Securitizing companies must send annually to the CVM, through an electronic system available on the worldwide computer network, within 5 (five) business days counted from their availability to the public, audited financial statements of debtors or co-obligors who possess, directly or indirectly, exposure greater than 20% (twenty percent) of each issuance, unless the debtor or co-obligor is:
..........................................................................
§ 2º The periodic forwarding of financial statements is dispensed with if the securitization titles:

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.
I – have as their target audience exclusively companies belonging to the same economic group, and their respective administrators and controlling shareholders, with the trading of the securitization titles in the secondary market being prohibited; or II – are intended for subscription and trading exclusively by professional investors.”(NR)

“Art. 59. A serious infraction, for the purpose of the provisions of Art. 11, § 3º, of Law No. 6.385, of 1976, is the violation of Arts. 16 to 19, 22, 23, 26, 30, 33, § 4º, 35 to 38, 40, 41, § 2º, 43, 43-B and 43-C, 52, 53, and 57 of this Resolution, as well as the failure to sign amendments to the issuance instrument, in the cases where the action is mandatory.”(NR)

Art. 3 Annex Normative I of CVM Resolution No. 60, of 2021, shall enter into force with the following wording:

“Art. 4 The issuance of CRA intended for the general public is only admitted for CRA collateralized by credits over which the fiduciary regime provided for in Art. 25 of Law 14.430, of 2022, has been instituted, originating:
..........................................................................
Sole Paragraph. If the credits are considered real estate by their destination, compliance with the requirements set forth in items I and II of the caput is dispensed with, provided that the securitization operation has the following characteristics:
..........................................................................
IV – the fiduciary agent is responsible for verifying the destination of the resources raised to real estate; and
..........................................................................
”(NR)

“Art. 9º In addition to the conduct set forth in Art. 59 of the Resolution, it constitutes a serious infraction, for the purpose of § 3º of Art. 11 of Law No. 6.385, of 1976, the non-compliance with the provisions of Art. 4º of this Annex.”(NR)

Art. 4 Annex Normative II of CVM Resolution No. 60, of 2021, shall enter into force with the following wording:

"Art. 1 This Annex Normative II (“Annex II”) to CVM Resolution No. 60 deals with the issuance and public distribution of Agro-industrial Receivable Certificates (“CRA” or “certificate”), as defined in Art. 36 of Law 11.076, of 2004.”(NR)

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.

“Art. 3º Public issuances of CRA must:
I – have the fiduciary regime instituted over the collateral and the constitution of a corresponding separate estate; and II – have the collateral constituted by credit rights from the agro-industry whose settlement occurs exclusively in financial form.
..........................................................................
§ 1º-A In addition to the exceptions present in items I to III of Art. 43-A of the general part of this Resolution, issuances of CRA whose debtor or co-obligor is an agricultural cooperative are not subject to the exposure limit provided for in the caput of that article, provided that the cooperative has its financial statements relating to the fiscal year immediately preceding the date of issuance of the CRA audited by an independent auditor registered with the CVM. § 2º Compliance with the provisions of the caput of this article is dispensed with if the securitization titles:
I – have as their target audience exclusively companies belonging to the same economic group, and their respective administrators and controlling shareholders, with the trading of the securitization titles in the secondary market being prohibited; or II – are intended for subscription and trading exclusively by professional investors.”(NR)

“Section II – Offers to the General Public
Art. 7º CRAs offered to the general public must cumulatively:
...........................................................................
§ 6º In cases where the risk retention obligation is fulfilled through the co-obligation of the assignor, in accordance with item I, the exposure limit per co-obligor of 20% (twenty percent) of the value of the issuance, as provided for in Art. 43-A of the general part of this Resolution, does not apply.”(NR)

“Art. 8º In addition to the conduct set forth in Art. 59 of the Resolution, it constitutes a serious infraction, for the purpose of the provisions of Art. 11, § 3º, of Law No. 6.385, of 1976, the violation of Arts. 2º, 4º and 7º, of this Annex II.”(NR)

Art. 5 Supplement A of CVM Resolution No. 60, of 2021, shall enter into force with the following wording:

CVM RESOLUTION NO. 194, OF NOVEMBER 17, 2023.

“Art. 2º In addition to the requirements provided for in specific legislation, the issuance instrument must contain the following minimum clauses:
I – ......................................................................
a) name of the securitizing company; b) order number, place and date of issuance;
...........................................................................
e) discrimination of the values, form, place and dates of payment of the nominal value, liquidation and, if applicable, amortizations;
...........................................................................
VI – indication and description of other guarantees of the securitization operation, such as overcollateralization mechanisms or risk retention by the assignor, surety or real guarantees for the amortization of the receivable certificates comprising the issuance or specific classes and series, if applicable;
...........................................................................
XVI – clause for correction by exchange rate variation, if any; and XVII – possibility of revolving the portfolio of credit rights and, if admitted, maximum period between the actual receipt of resources and the new acquisition of credit rights by the securitizing company. ...........................................................................”(NR)

“Art. 3º The issuance instrument of securitization titles collateralized by real estate credit rights must be registered at the competent real estate registry office, except when the collateral of the issuance consists of Real Estate Credit Deeds.”(NR)

“Art. 4º If one of the characteristics of the securitization operation informed to investors is the origination of environmental, social or governance benefits, the issuance instrument must inform in a precise and clear manner:
I – what the expected benefits are; and
II – what methodologies, principles or guidelines are adopted in the identification and, if applicable, monitoring of the benefits.”(NR)

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 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. 194, OF NOVEMBER 17, 2023.

Art. 6 The Supplement G of CVM Resolution No. 60, of 2021, shall enter into force with the following wording:

“...........................................................................
1.14 Types of risk retention [none or description]
1.14.1 Risk Retainer [CNPJ]
...........................................................................”(NR)

Art. 7 CVM Resolution No. 60, of 2021, shall enter into force supplemented by the following provisions:

“Art. 43-A. Securitization bond issuances must have debtors or co-obligors who possess, directly or indirectly, a maximum exposure equivalent to 20% (twenty percent) of the value of the issuance, unless the debtor or their co-obligor is:
I – a public company;
II – a financial institution or equivalent; or III – an entity whose financial statements for the social year immediately preceding the date of issuance of the securitization bond were prepared in accordance with the provisions of Law No. 6,404, of 1976, and audited by an independent auditor registered with the CVM.

§ 1 For the purposes of the provision in the caput, the controlling shareholder, companies directly or indirectly controlled by them, their affiliates, and companies under common control are considered equivalent to the debtor or their co-obligor.

§ 2 Compliance with the exposure limit provided in the caput is waived if the securitization bonds:
I – have as their target audience exclusively companies belonging to the same economic group, and their respective administrators and controlling shareholders, with the trading of the securitization bonds in the secondary market prohibited; or II – are intended for subscription and trading exclusively by professional investors.”(NR)

“Section I – Revolving
Art. 43-B. Revolving is permitted in securitization operations.

§ 1 Revolving may only occur if the eligibility criteria and other terms and conditions established in the issuance instrument are met, as well as if the remuneration of investors or the total amount of credit rights linked to the issuance is not reduced, nor is the schedule of the operation postponed.

§ 2 In the event of revolving, the securitizing company must amend the issuance instrument, in order to link the new credit rights acquired to the issuance, within 45 (forty-five) days from the date of acquisition of the receivables.”(NR)

“Art. 43-C. Until they are used to acquire new receivables, the resources resulting from the revolving of credit rights may only be used to invest in federal public bonds, repurchase agreements backed by federal public bonds, or shares of investment funds classified in the categories “Fixed Income – Short Term” or “Fixed Income – Simple”.

Sole Paragraph. The portion of resources resulting from revolving that is not used, within the period established in the issuance instrument, to acquire new credit rights, must be used to amortize or redeem the securitization bonds.”(NR)

Art. 8 Supplement E of CVM Resolution No. 60, of 2021, shall enter into force supplemented by the following sub-item:

1.4-A REVOLVING [YES/NO]

Art. 9 Supplement G of CVM Resolution No. 60, of 2021, shall enter into force supplemented by the following sub-item:

1.4-A REVOLVING [YES/NO]

Art. 10 The following provisions of CVM Resolution No. 60, of December 23, 2023, are repealed:

I – Art. 3, § 1, item I;
II – Art. 33, § 4;
III – Arts. 2 and 3 of Normative Annex I;
IV – Chapter III of Normative Annex I;
V – Art. 3, item III and § 1 of Normative Annex II;

VI – Art. 4, §§ 1 to 4 of Normative Annex II;
VII – Art. 5 of Normative Annex II;
VIII – Section I of Chapter III of Normative Annex II; IX – Art. 7, § 4 of Art. 7 of Normative Annex II; X – Art. 2, item X and § 4 of Supplement A; and XI – Supplements H, I, and J.

Art. 11 This Resolution enters into force on December 1, 2023.

Signed electronically by
JOÃO PEDRO BARROSO DO NASCIMENTO
President