CVM Resolution No. 3 of August 11, 2020

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. 3, OF AUGUST 11, 2020

Amends and adds provisions to CVM Instruction No. 332, of April 4, 2000, CVM Instruction No. 359, of January 22, 2002, CVM Instruction No. 471, of August 8, 2008, CVM Instruction No. 476, of January 16, 2009, CVM Instruction No. 480, of December 7, 2009, and CVM Instruction No. 555, of December 17, 2014.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes it known that the Board, in a meeting held on July 22, 2020, based on the provisions of Articles 8, I, 19, and 21 of Law No. 6.385, of December 7, 1976, APPROVED the following Resolution:

Art. 1. Articles 1, 3, 4, and 10 of CVM Instruction No. 332, of April 4, 2000, shall enter into force with the following wording:

“Art. 1. ............................................................
I – securities deposit certificates (BDRs): certificates issued by a depositary institution in Brazil and representing securities issued by an open company or similar company whose headquarters is located:
a) abroad, in the case of share deposit certificates traded abroad; and b) in the Country or abroad, in the case of deposit certificates of securities representing debt instruments; II – custodian institution: the institution headquartered abroad, authorized by an authority similar to the CVM to provide custody services; ........................................................................” (NR)

“Art. 3. ............................................................
§ 1. ..................................................................
I – ....................................................................
b) disclosure, in Brazil, by the depositary institution, of the information that the issuing company is obliged to disclose in its country of origin and in the country where the security is admitted to trading, plus the information mentioned in § 3, until the opening of the trading session on the day following the original disclosure; c) exemption from registration of the company with the CVM, except in the case of BDRs backed by instruments representing debt issued by national issuers registered with the CVM; d) acquisition permitted to:

1. qualified investors, as defined in specific regulation, subject to the provisions of item 3;
2. employees of the sponsor or another company part of the same economic group; and
3. any investors, if:
   3.1. the market with the highest trading volume of these assets, in the 12 (twelve) months prior, is a foreign market environment classified as a “recognized market” in the regulation of the entity administering an organized securities market approved by the CVM, considering, jointly, the securities object of the deposit certificates and the deposit certificates themselves representing them; and
   3.2. the issuer of the securities that serve as collateral for the BDRs is subject to supervision by the capital market regulatory entity of the market with the highest trading volume.
   ........................................................................
   § 3. In non-sponsored programs, the depositary institution issuing the Level I BDR must disclose the following information, until the opening of the trading session on the day following its first disclosure, either in the country of origin or in the country where the securities are admitted to trading:
   ........................................................................
   III – notices convening meetings of the holders of the securities underlying the BDR; IV – notices to the holders of the securities underlying the BDR; V – resolutions of meetings and of the board of directors, or of corporate bodies with equivalent functions, in accordance with the legislation in force in the country of origin of the issuer of the securities underlying the BDR; and

........................................................................
§ 4. Stock exchanges and over-the-counter organized market entities that maintain trading segments for Level I BDRs shall establish alert mechanisms regarding:
I – the risks inherent to the assets traded therein, especially, when applicable, regarding the fact that it is a company not registered with the CVM and subject to accounting standards different from those in force in Brazil; and II – the possibility of discontinuation of the program and the procedures to be followed by the depositary institution in this case, in accordance with § 3 of Art. 5. § 4-A. For the purposes of § 1, I, d, 3, 3.1 of this article, if, after the initial 12 (twelve) month period referred to therein, the trading volume of the assets in the “recognized market” is surpassed by the trading volume in another market, the acquisition of BDRs by any investors will continue to be permitted, provided that the issuer’s securities remain admitted to trading in the “recognized market” where it originally obtained its listing. § 5. The acceptance of orders for trading Level I BDRs by intermediaries is conditioned:
I – to proof of at least one of the conditions established in the “d” clause of item I of § 1 of this article; and II – to verification of the compatibility of the BDR investment with the investor’s profile, in accordance with specific regulation that provides for the duty to verify the adequacy of products, services, and operations to the client’s profile. § 6. The disclosure of the information referred to in the “b” clause of item I of § 1 and in § 3 of this article must be carried out in Portuguese, in the language of the original country, or in the language of the country where the securities are admitted to trading. § 7. The rights due to the depositary institution in its capacity as holder of the securities that serve as collateral for the BDRs must always be exercised with a view to the interests of the BDR holders.” (NR)

“Art. 4. ............................................................
§ 1. Only the Level III BDR program will be registered when there is concomitant registration of the public offering for distribution of BDRs and simultaneous distribution of the securities in Brazil and abroad. § 2. When the issuer of the securities represented by BDRs is a national issuer, the respective BDR program will only be registered if, cumulatively:
I – the BDRs have as collateral securities representing debt; and II – the issuer is an open company registered with the CVM.” (NR)

“Art. 10. In cases where it exercises the voting rights of the securities that serve as collateral for a BDR program, the depositary institution must do so in the manner instructed by the BDR holders whenever the contracts relating to the program allow, or in the best interest of the BDR holders, when such contracts prevent voting instructed by them.” (NR)

Art. 2. Articles 2, 39, 58, and 75 of CVM Instruction No. 359, of January 22, 2002, shall enter into force with the following wording:

“Art. 2. ............................................................
........................................................................
§ 3. The composition, the weights of each financial asset, and other parameters that allow the replication of the index may be disclosed retrospectively after each rebalancing of the index, with the deadline being the date of the subsequent rebalancing.
........................................................................

“Art. 39. ...........................................................
I – (REVOKED);
........................................................................
III – (REVOKED);
........................................................................
XIV – qualitative description of the components of the remuneration of the institution owning the index, in accordance with § 3 of Art. 11;
........................................................................

XVII – methodology for calculating the underlying index, observing the provisions of §§ 6 and 7; XVIII – (REVOKED); XIX – (REVOKED); XX – (REVOKED); XXI – (REVOKED); XXII – information on ongoing public offerings;
........................................................................
XXV – ...............................................................
a) comparative table of the daily evolution of the net asset value of the share, the fund’s net assets, as well as the value of the underlying index since the date of the fund’s commencement of operations until the date of the last available share; b) (REVOKED)
........................................................................
........................................................................
§ 6. The disclosure of the index calculation methodology must cover:
I – criteria for inclusion and exclusion of assets; II – frequency of rebalancing; III – changes in relation to the methodology previously established by the index provider; and IV – composition, weights of each financial asset, and other parameters necessary for the replication of the index. § 7. The information provided for in item IV of § 6 may be disclosed up to 3 (three) months after the date to which it refers.” (NR)

“Art. 58. ..........................................................
I – financial assets that integrate the reference index; II – net position in futures contracts; and

III – shares of other index funds that aim to reflect the variations and profitability of the reference index of the investing fund.
........................................................................” (NR)

“Art. 75. A serious offense, for the purposes of the provisions of Art. 11, § 3, of Law 6.385, of December 7, 1976, is the violation of the norms contained in Arts. 6; 10; 11, § 1; 12, § 3; 14; 28; 40; 52; 56; 63; 74-D; 74-G; and 74-H.” (NR)

Art. 3. CVM Instruction No. 359, of January 22, 2002, shall enter into force augmented with the following Chapter XIII-A:

“CHAPTER XIII-A
OF THE DEPOSIT CERTIFICATES OF SHARES OF INDEX FUNDS TRADED ABROAD
SECTION I
OF THE DEFINITIONS AND GENERAL CHARACTERISTICS

Art. 74-A. For the purposes of this Chapter, it is understood as:
I – deposit certificates of index fund shares – BDR: certificates representing shares of index funds admitted to trading in organized securities markets abroad, issued by a depositary institution in Brazil; II – custodian institution: the institution headquartered abroad, authorized by an authority similar to the CVM to provide custody services; III – depositary institution: the institution that issues, in Brazil, the corresponding deposit certificate, based on the index fund shares custodied abroad; IV – administrator: legal entity that represents the index fund whose shares serve as collateral for the issuance of BDRs, regardless of the structure form of the investment vehicle; and V – share: ideal fraction of the net assets of the index fund that serves as collateral for the issuance of BDRs, such fraction being a share, a share, or any similar unit.

Art. 74-B. BDRs may only be backed by shares of index funds admitted to trading in organized securities markets and custodied in countries whose regulatory authorities have entered into an agreement of cooperation with the CVM regarding consultation, technical assistance, and mutual assistance for the exchange of information, or are signatories to the Multilateral Memorandum of Understanding of the International Organization of Securities Commissions – IOSCO. § 1. It is admitted that the shares be custodied and traded in different countries, provided that the regulatory authorities of both countries meet the requirement established in the main text. § 2. If the shares that serve as collateral for the issuance of BDRs are traded in more than one country, the provisions of the main text apply to the country where the shares have the highest trading volume. § 3. The CVM may determine the adjustment or cancellation of issuances of certificates backed by shares admitted to trading or custodied in countries whose regulatory authority is, or becomes, considered by the CVM as non-cooperative, for the purposes of mutual assistance for the exchange of information. § 4. The issuance of BDRs backed by unidentified index fund shares is prohibited by an ISIN code – International Securities Identification Number.

Art. 74-C. The administrator of the index fund whose shares serve as collateral for the issuance of BDRs is not liable for the provision of the information provided for in this Instruction, however, the BDR program cannot be carried out without its express consent. Sole Paragraph. The depositary institution must enter into a contract with the fund administrator that ensures the availability of the information that must be disclosed in accordance with this Instruction.

Art. 74-D. The funds whose shares serve as collateral for the issuance of BDRs and their respective reference indices must observe the criteria and prohibitions provided for in §§ 2 and following of Art. 2 of this Instruction.

Art. 74-E. The funds whose shares serve as collateral for the issuance of BDRs are exempt from registration with the CVM and their shares cannot be the object of distribution by public offering in Brazil.

Art. 74-F. BDRs may be traded in an unorganized over-the-counter market or in specific segments for Level I BDRs of an entity administering an organized over-the-counter market or stock exchange.

Art. 74-G. The acquisition of BDRs is permitted to:
I – any investors, if:
a) the shares object of the deposit certificates have as their market of highest trading volume one of the foreign stock exchanges classified as a “recognized market” in the regulation of the entity administering an organized securities market approved by the CVM; and b) the issuer of the shares that serve as collateral for the BDRs is subject to supervision by the capital market regulatory entity of the “recognized market”; and II – qualified investors, as defined in specific regulation, in other cases. § 1. Stock exchanges and organized over-the-counter market entities that maintain BDR trading segments shall establish alert mechanisms regarding the risks inherent to the assets traded therein, especially regarding the fact that it is a fund not registered with the CVM and subject to accounting standards and legislation different from those in force in Brazil. § 2. The acceptance of orders for trading BDRs by intermediaries is conditioned:
I – to proof of the investor’s classification in at least one of the conditions established in the items of the main text; and II – to verification of the compatibility of the BDR investment with the investor’s profile, in accordance with CVM Instruction No. 539, of November 13, 2013.

SECTION II
OF THE INFORMATION TO BE PROVIDED BY THE DEPOSITARY INSTITUTION

Art. 74-H. The depositary institution must disclose, in Brazil, all information regarding the fund whose disclosure is mandatory in its country of origin.
§ 1. The depositary institution must also maintain or inform the webpage on the worldwide computer network where the following information must be present, mandatorily:
I – qualification of the administrator and manager of the fund; II – qualification of the custodian and depositary; III – entities administering organized securities markets where the fund’s shares and BDRs are admitted to trading; IV – fund regulation or document of a similar nature;

V – description of the reference index to which the fund’s investment policy is associated, including its calculation methodology, in accordance with the provisions of Art. 39, §§ 6 and 7; VI – investment policy, target audience, management goals and objectives, including specific information on how the fund tracks the variations and profitability of the reference index, whether by full replication of the index portfolio composition or by portfolio composition optimization methods; VII – risks involved, including a description of factors that may affect the fund’s performance adherence to the index; VIII – statistical data, containing, at minimum:
a) comparative table of the daily evolution of the net asset value of the share, the fund’s net assets, as well as the value of the underlying index since the date of the fund’s commencement of operations until the date of the last available share; b) table containing the monthly profitability of the fund compared to the underlying index, containing at least the last 24 (twenty-four) months; c) graph of the evolution of the accumulated profitability of the fund compared to the underlying index, since admission to trading on a stock exchange or organized over-the-counter market until the last available share; and d) the information relating to items I, II, and III of the main text of Art. 35, including the number of business days elapsed since the beginning of the disqualification, observing also the provisions of §§ 1 and 2 of such provision; IX – relevant facts related to the BDRs involving the custodian or the depositary institution; X – main rights and responsibilities of the BDR holders, the administrator, the manager, the custodian, and the depositary institution; XI – administration, entry, and exit fees, whose calculation parameters must be clearly defined and highlighted; XII – fund’s profit distribution policy; XIII – voting policy in meetings (Art. 12);

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020 XIV – if applicable, highlight the possibility of the fund entering into a contract with the content provided in § 6º of art. 58; XV – qualitative description of the components of remuneration to the institution owning the index, as per § 3º of art. 11; XVI – taxation applicable to BDR holders; XVII – fund portfolio composition, updated daily; XIX – information regarding public offerings of quotas serving as collateral for BDRs; XX – section allowing BDR holders to register an electronic correspondence address to receive information; XXI – electronic correspondence address of the depositary institution allowing communication with BDR holders; XXII – other information considered relevant for investment decisions regarding BDRs; and XXIII – procedures to be followed by the depositary institution in case of program discontinuation, as per art. 74-R. § 2º The homepage at the address maintained by the depositary institution on the worldwide computer network must contain, according to the standard format defined by the CVM:
I – the following statements prominently displayed: "The authorization for the sale and negotiation of deposit certificates of index fund quotas does not imply, by the CVM, guarantee of the truthfulness of the information provided or judgment on the quality of the fund or its administrator"; and II – below the information in item I and, in bold, a shortcut to the section of the CVM's address on the worldwide computer network containing the registry of regulated entities, the statement “Click here to enter the CVM website and confirm that the BDR program was the subject of registration”. § 3º Electronic communications between the depositary institution and BDR holders made in accordance with items XXI and XXII of the main text must be maintained by the administrator for a period of at least 5 (five) years.

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020 § 4º The depositary institution must ensure that information regarding this article is disclosed continuously and updated, and that the fund's address on the worldwide computer network possesses technical access capacity compatible with the number of BDR holders. § 5º The exchange of the fund's address on the worldwide computer network is considered a relevant event, as per item IX of the main text. § 6º The disclosure of the information referred to in this article must occur:
I – in the language of the fund's country of origin, until the opening of BDR negotiations on the day following the disclosure of information in the fund's country of origin; and II – in Portuguese, until the opening of BDR negotiations on the fifth day following the disclosure of information in the fund's country of origin. § 7º The disclosure of information in the language of the fund's country of origin is waived if such information is presented in Portuguese within the period provided in § 6º, I. § 8º The disclosure of information in Portuguese is waived if BDRs are subject to acquisition only by qualified investors. § 9º The disclosure of information provided in this article may occur via hyperlink to a page on the worldwide computer network maintained by the fund's administrator or manager, with the depositary institution remaining responsible for the availability of its content. Art. 74-I. The depositary institution must keep updated and available to the CVM statements reflecting the daily movement of BDRs issued and cancelled.
SECTION III
OF INFORMATION OF AN ADVERTISING CHARACTER
Art. 74-J. The information provided or any dissemination material of the fund or BDRs must not be inconsistent with the content of the page maintained by the depositary institution.
Sole paragraph. If the advertising text presents inaccuracies or improprieties that may induce the investor to evaluation errors, the CVM may require that corrections and clarifications be broadcast, with equal prominence, through the media used to disseminate the original advertising text, and it must expressly state that the information is being republished by determination of 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020 Art. 74-K. No dissemination material may assure or suggest guarantee of future results or exemption from risk for the investor. Art. 74-L. Any information about the fund or BDRs, disclosed by any means, must contain the address of the depositary institution's page on the worldwide computer network. Art. 74-M. Any information, disclosed by any means, in which reference to the fund's profitability is included, must obligatorily:
I – mention the date of its commencement of operations; II – cover, at minimum, the last 3 (three) years or the period since its constitution, if more recent; III – be accompanied by the profitability of the reference index for the same period; IV – be accompanied by the value of the arithmetic mean of the sum of its net assets calculated on the last business day of each month, in the last 3 (three) years or since its constitution, if more recent; and V – inform, if applicable, the incidence of entry or exit fees. Art. 74-N. Whenever the dissemination material presents information regarding profitability occurring in previous periods, a warning must be included, prominently, stating that:
I – profitability obtained in the past does not represent a guarantee of future results; and II – investments in funds are not guaranteed in Brazil by the administrator or by any insurance mechanism, nor by the credit guarantee fund. Art. 74-O. In the case of disclosing information comparatively to other funds, the dates, periods, source of the information used, criteria adopted, and all information relevant for an adequate evaluation of the investment must be informed in the same material.
SECTION IV
OF THE REGISTRATION OF THE PROGRAM
Art. 74-P. The BDR program depends on prior registration with the CVM, which will be automatically granted upon protocol, by the depositary institution, of the following documents and 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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020 I – fund regulation or equivalent document; II – contracts entered into between the depositary institution, the custodian institution, and the fund or its administrator; III – indication of the director of the depositary institution responsible for the BDR program; IV – fund's address on the worldwide computer network, if applicable; V – declaration from the organized market administrator entity communicating the approval of the request for admission to BDR negotiation, conditioned solely on obtaining registration with the CVM; VI – copy of the payment slip for the inspection fee related to the distribution of BDRs, if applicable; VII – term of assumption of responsibility by the BDR depositary institution for the simultaneous disclosure to the market of the information provided by the fund in its country of origin; VIII – list of information disclosed periodically in the country of origin of the index fund whose quotas serve as collateral for BDRs; IX – declaration from the depositary institution that the reference index of the fund whose quotas serve as collateral for BDRs meets the requirements and prohibitions provided in §§ 2º and following of art. 2º of this Instruction; and X – declaration from the depositary institution committing to observe the procedures for program discontinuation that are established by the organized market administrator entity where the BDRs are admitted to negotiation. § 1º The protocol referred to in the main text must be directed to the Superintendence of Institutional Investor Relations – SIN. § 2º The declaration referred to in item V of the main text may be sent directly to the CVM by the organized market administrator entity. § 3º In the event of subjective or objective restrictions on the negotiation of fund quotas in the country where they are negotiated, the registration of the BDR program in Brazil will be granted with the same restrictions.

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020 § 4º The contracts referred to in this article must stipulate that the depositary institution is obligated to provide the CVM, at any time and within the period determined by it, any information and documents related to the issued BDRs. Art. 74-Q. The BDR depositary institution may submit a request to transfer its functions to another depositary institution, provided that:
I – BDR holders are notified at least 60 (sixty) days in advance; and II – the characteristics of the BDRs are not altered, except for the possibility of modifying the custodian institution. Sole paragraph. The request for transfer of depositary institution referred to in this article must be sent to the SIN and will be automatically granted upon protocol of the documents and information provided in items II, III, VII, VIII, IX, and X of art. 74-P. Art. 74-R. The depositary institution may submit a request to cancel the registration of the BDR program, provided it complies with the procedures established for this purpose by the organized market administrator entity for securities. Sole paragraph. The request must be sent to the SIN and will be automatically granted if accompanied by documents evidencing compliance with the main text. Art. 74-S. The depositary institution and the director responsible indicated by it are liable to the CVM for irregularities related to the program and the continuous provision of information regarding BDRs, as per this Instruction. Art. 74-T. In cases where it exercises the voting rights of the quotas of index funds serving as collateral for BDR programs, the depositary institution must do so in the manner instructed by BDR holders whenever the contracts related to the program allow, or in the best interest of BDR holders, when such contracts prevent voting instructed by them.” (NR) Art. 4º Items I, III, XVIII, XIX, XX, and XXI of art. 39 of CVM Instruction No. 359, of January 22, 2002, and item “b” of item XXV, all of art. 39, are revoked. Art. 5º Art. 1º of CVM Instruction No. 471, of August 8, 2008, shall be amended as follows:
“Art. 1º ............................................................

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020
........................................................................
§ 2º Registration requests for the first public distribution offering of shares, depositary certificates of shares, or BDRs collateralized by shares, related to the issuers mentioned in items I and III, cannot be made through the simplified procedure. § 3º For the purposes of § 2º, any securities that confer upon the holder the right to acquire shares or BDRs collateralized by shares, as a result of their conversion or the exercise of rights inherent to them, provided they are issued by the issuer of the underlying securities, shall be equated to shares and BDRs collateralized by shares.” (NR) Art. 6º Arts. 13 and 15 of CVM Instruction No. 476, of January 16, 2009, shall be amended as follows:
“Art. 13 ............................................................
I – of negotiations with shares, subscription bonuses, depositary certificates of shares, and depositary certificates of securities collateralized by shares, within the scope of a Sponsored Level I, Level II, and Level III BDR Program; and ........................................................................” (NR)
“Art. 15 ............................................................
........................................................................
§ 6º The provisions of §§ 3º, 4º, and 5º also apply to subscription bonuses, debentures convertible or exchangeable for shares, depositary certificates of these securities and shares, and depositary certificates of securities collateralized by shares, within the scope of a Sponsored BDR Program. ........................................................................” (NR) Art. 7º Arts. 7º and 32 of CVM Instruction No. 480, of December 7, 2009, shall be amended as follows:
“Art. 7º ............................................................
I – foreign issuers whose securities serve as collateral for depositary certificate programs – BDR Level I, sponsored or not; ........................................................................” (NR)

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020
“Art. 32. ...........................................................
I – to issuers of securities that collateralize depositary certificates of securities – BDR, the provisions of Annex 32 – I; ........................................................................” (NR) Art. 8º CVM Instruction No. 480, of December 7, 2009, shall be amended by adding the following art. 48-A:
“Art. 48-A. The cancellation of registration of a foreign issuer that sponsors a depositary certificate program – BDR Level II or Level III depends on the issuer's compliance with the requirements for program cancellation provided in specific regulation.” (NR) Art. 9º Annex 32-I to CVM Instruction No. 480, of December 7, 2009, shall be amended as per Annex A to this Resolution. Art. 10. Art. 115 of CVM Instruction No. 555, of December 17, 2014, shall be amended as follows:
“Art. 115.. ........................................................
§ 1º .................................................................
d) depositary certificates of shares - BDR, classified as level II and III.
........................................................................
§ 3º The list of assets in item I of § 1º includes BDRs collateralized by shares classified as level I, provided the fund uses, in its name, the designation “Shares – BDR Level I” § 4º The provisions of § 2º do not apply to BDRs collateralized by shares classified as level I, except for funds that meet the requirements of § 3º of this article. ........................................................................” (NR) Art. 11. The sole paragraph of art. 48 of CVM Instruction No. 480, of December 7, 2009, is revoked.

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020 Art. 12. This Resolution enters into force on September 1, 2020. Signed electronically by MARCELO BARBOSA President

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020
ANNEX A TO CVM RESOLUTION NO. 3, OF AUGUST 11, 2020
ANNEX 32 – I
Specific Rules for Issuers of Shares or Securities Representing Debt that Collateralize Depositary Certificates of Securities – BDR Art. 1º Depositary certificates of securities – BDR may have as collateral:
I – shares issued by foreign issuers that are registered and subject to supervision by the regulatory entity of the capital market of their principal trading market and that also meet one of the following criteria below:
a) have assets and revenues in Brazil corresponding to less than 50% (fifty percent) of those stated in the individual, separate, or consolidated financial statements, whichever best represents the economic essence of the business for the purposes of this classification; or b) whose principal trading market meets the requirements provided in § 7º of this article; and II – securities representing debt listed or admitted to negotiation in a stock exchange or electronic trading platform that meets the requirements provided in items I and II of § 7º of this article. § 1º Considered:
I – foreign: an issuer that has its headquarters outside Brazil; II – principal trading market:
a) if the issuer already has shares or depositary certificates of shares admitted to negotiation, and observing the provisions of § 2º of this article, the market environment in which, in the 12 (twelve) months prior, such securities presented the highest trading volume; or b) if the issuer is in the process of conducting an initial public distribution offering of shares, the market environment that, cumulatively:

1. has received the listing request for the issuer's shares; and

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 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br RESOLUÇÃO CVM Nº 3, DE 11 DE AGOSTO DE 2020
2. is headquartered in the country where the issuer obtains the majority of the resources from the initial public distribution offering of shares.
§ 2º If the issuer has shares or depositary certificates of shares admitted to negotiation in more than one market environment abroad and the total volume traded in these environments exceeds the volume traded in market environments in Brazil in the 12 (twelve) months prior, the principal trading market will be considered the market environment abroad that, in the same period, presented the highest trading volume. § 3º Compliance with the requirements provided in this article will be verified upon:
I – issuer registration with the CVM;
II – conduct of a public distribution offering of depositary certificates of securities – BDR; and III – registration of BDR program.
§ 4º Compliance with the requirements provided in this article must be declared by the issuer, through a document signed by its legal representative designated as per art. 3º, and, in the case of a public distribution offering of BDR, by the lead intermediary. § 5º The declarations referred to in § 4º must be accompanied by a calculation memo made to verify the provisions of this article. § 6º The percentage provided in item I, “a”, of the main text is increased to 65% (sixty-five percent) in the case of a subsequent public distribution offering of BDR. § 7º In the cases provided in item I, “b”, of the main text, the issuer's principal trading market must be a stock exchange and, cumulatively:
I – have headquarters outside Brazil and in a country whose regulatory body has entered into a cooperation agreement with the CVM regarding consultation, technical assistance, and mutual assistance for the exchange of information, or is a signatory to the multilateral memorandum of understanding of the International Organization of Securities Commissions – IOSCO; and II – be classified as a “recognized market” in the regulation of the organized market administrator entity for securities approved by the CVM. § 8º The classification of “recognized market” by the organized market administrator entity for securities must consider, among other factors:

---

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 – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 3, OF AUGUST 11, 2020

I – the transparency, adequate information provision, liquidity, track record, and investor protection mechanisms existing in the foreign market; and II – the risks to the preservation of the integrity and soundness of the market it administers and its image and reputation, as the administrator of an organized securities market.

§ 9th Foreign issuers registered with the CVM as foreign before December 31, 2009 are exempt from proving their classification as foreign issuers in the cases set forth in § 3rd, items II and III.

Art. 2nd The foreign issuer that sponsors a Brazilian Depositary Receipt (BDR) Level II or Level III program must obtain registration:
I – in Category A, if the securities underlying the BDRs are:
a) shares and depositary receipts of shares; and b) securities that confer upon the holder the right to acquire the securities mentioned in item “a”, as a result of their conversion or the exercise of the rights inherent thereto, provided they are issued by the same issuer of the securities referred to in item “a” or by a company belonging to the group of said issuer; or II – in Category B, in other cases.

Art. 3rd Legal representatives domiciled and resident in Brazil must be appointed, with powers to receive summonses, notifications, and intimations related to actions filed against the issuer in Brazil or based on Brazilian laws or regulations, as well as to represent them broadly before the CVM, including receiving correspondence, intimations, notifications, and requests for clarification:
I – the foreign issuer that sponsors a Brazilian Depositary Receipt (BDR) Level I, Level II, or Level III program; II – the directors or persons performing functions equivalent to those of a director in the foreign issuer that sponsors a Brazilian Depositary Receipt (BDR) Level II or Level III program; and III – the members of the board of directors, or equivalent body, of the foreign issuer that sponsors a Brazilian Depositary Receipt (BDR) Level II or Level III program.

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 – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 3, OF AUGUST 11, 2020

§ 1st The legal representatives must accept the appointment in writing in a document indicating awareness of the powers conferred upon them and the responsibilities imposed by Brazilian laws and regulations.

§ 2nd In the event of resignation, death, interdiction, disqualification, or change of status that renders the legal representative unable to perform the function, the issuer has a period of 15 (fifteen) business days to promote their replacement, observing the formalities referred to in § 1st.

§ 3rd In the event of resignation, if the issuer fails to promote the replacement, the legal representative shall remain responsible for the duties inherent to the function for a period of 60 (sixty) days counted from the resignation, without prejudice to other measures that the market administrator where the BDRs are traded may establish in its regulations.

Art. 4th In addition to the responsibilities established in Articles 8th to 10 of CVM Instruction No. 332, the depositary institution must:
I – monitor the information provided by the issuers of the deposited securities, alerting market participants to situations of delay in the disclosure of information; II – manage any conflicts of interest, indicating the necessary measures to ensure that the interest of BDR holders always prevails; III – employ its best efforts to assist the CVM in obtaining information on:
a) corporate rules applicable to the issuer in its country of origin; and b) measures promoted by regulators and self-regulatory organizations in the countries where the underlying securities of the BDRs are admitted to trading, aimed at supervising the rules of such markets or compelling their observance; and IV – be active and diligent in preserving the interests of BDR holders in the event of actions for compensation for damages existing in the jurisdiction of the recognized market.