CVM Resolution No. 45 of August 31, 2021, with amendments introduced by Resolutions CVM No. 65/22, 162/22, 179/23, and 235/25

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) 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. 45, OF AUGUST 31, 2021
WITH AMENDMENTS INTRODUCED BY
CVM RESOLUTIONS NO. 65/22, 162/22, 179/23 AND 235/25.

Provides for the procedure of proceedings related to the sanctioning action within the Securities and Exchange Commission, and revokes CVM Instructions No. 607, of June 17, 2019, No. 613, of August 30, 2019, No. 624, of May 13, 2020, and CVM Deliberations No. 501, of March 3, 2006, No. 855, of April 30, 2020, and No. 861, of July 23, 2020.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION – CVM makes public that the Board, in a meeting held on August 11, 2021, based on the provisions of arts. 8, item I, 9, items V, VI and § 2, 11 and 12 of Law No. 6.385, of December 7, 1976, and art. 33 and following of Law No. 13.506, of November 13, 2017, as well as arts. 5 to 9 of Decree No. 10.139, of November 28, 2019, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1 This Resolution provides for the investigation of administrative infractions, the procedure of sanctioning administrative proceedings, the application of penalties, the commitment term and the administrative agreement in a supervision process within the Securities and Exchange Commission.

Art. 2 In the proceedings governed by this Resolution, the principles of legality, purpose, motivation, reasonableness, proportionality, morality, broad defense, adversarial system, legal certainty, due process of law, presumption of innocence, procedural speed, public interest, impersonality, efficiency and publicity must be observed.

CHAPTER II – PRE-SANCTIONING PHASE

Section I – Attribution of Superintendencies

Art. 3 It is the responsibility of the superintendencies to investigate administrative infractions, instruct the proceedings and institute sanctioning administrative proceedings aimed at investigating illegal acts and unfair practices by administrators, members of the fiscal council, members of the statutory committee and shareholders of open companies, intermediaries and other market participants.

Sole Paragraph. In the investigation of infractions, CVM must prioritize those of a serious nature, whose imposition of penalties provides greater educational and preventive effect for market participants.

Art. 4 Considering the information obtained in the investigation of administrative infractions, the superintendencies may:

I – refrain from issuing an accusation term in cases where they conclude:

a) on the non-existence of irregularities or the extinction of punishability; or

b) on the low relevance of the conduct, the low significance of the threat or harm to the legally protected good and the possibility of using other instruments or supervision measures that they consider more effective;

II – issue an accusation term, in accordance with art. 6; or

III – propose an administrative inquiry aimed at deepening the collection of additional elements to verify the authorship and materiality of the infraction, in accordance with art. 8.

§ 1 In evaluating the relevance of the conduct or the significance of the threat or harm to the legally protected good, the following parameters may be used, among others:

I – the degree of reproachability or repercussion of the conduct;

II – the significance of values related to the conduct;

III – the significance of damages caused to investors and other market participants;

IV – the impact of the conduct on the credibility of the capital market;

V – the antecedents of the persons involved;

VI – the good faith of the persons involved;

VII – the regularization of the alleged infraction by the regulated party; and

VIII – the reimbursement of injured investors.

§ 2 For the purposes of this article, supervision instruments and measures are considered the issuance of an alert letter, the prior and coordinated action of a self-regulatory institution, among others.

§ 3 The issuance of an alert letter to the supervised natural or legal person, in accordance with § 2, must clearly indicate the deviation of conduct verified and set a reasonable deadline for the appropriate correction, if applicable.

§ 4 An appeal against the decision contained in item I of the caput is only admissible if the reasoning is absent or if it is in disagreement with the prevailing position of the Board.

§ 5 In the appeal referred to in § 4, it is incumbent upon the appellant to expressly demonstrate the absence of reasoning or the discrepancy with the prevailing position of the Board, observing that, under penalty of the appeal not being admitted:

I – mere dissatisfaction with the reasons presented by the superintendencies, by itself, does not characterize the absence of reasoning; and

II – in case of allegation of discrepancy, the appellant must indicate the process that reflects the prevailing position of the Board on the matter, with the respective date of the decision.

§ 5 with wording given by CVM Resolution No. 235, of November 21, 2025.

§ 5-A. A request for reconsideration of the decision of non-admission of the appeal by the Board is not admissible.

§ 5-A included by CVM Resolution No. 235, of November 21, 2025.

§ 6 The Board’s decision in the cases of approval of the appeal provided for in § 4 will not determine the institution of a sanctioning administrative proceeding, and it is up to the superintendency, in each case, to eventually complement the reasoning or review the factual circumstances in accordance with the prevailing position of the Board or with new guidance on the matter issued by it, in accordance with § 8 of this article.

§ 7 The rule that provides for the appeal to the Board of decisions issued by CVM superintendents applies to the appeals provided for in § 4 exclusively with respect to deadlines and procedures.

§ 8 The Board may, ex officio or at the request of the superintendency, consider a topic subject to appeal in the form of a consultation, in which case it must express its position on the matter.

Section II – Accusation Term

Subsection I – Prior Manifestation of the Investigated

Art. 5 Prior to the formulation of the accusation, the superintendencies must make efforts to obtain directly from the investigated party clarifications on the facts that may be imputed to them.

Sole Paragraph. The provision of the caput is considered met whenever the investigated party:

I – has given personal testimony or voluntarily manifested regarding the facts that may be imputed to them; or

II – has been officially requested to provide clarifications on the facts that may be imputed to them, even if they do not do so.

Art. 5 Prior to the formulation of the accusation, the superintendencies must make efforts to obtain directly from the investigated party clarifications on the facts under investigation, using official communication means, as provided in § 1.

§ 1 The provision of the caput is considered met whenever the investigated party:

I – has given personal testimony or voluntarily manifested regarding the facts under investigation; or

II – has been officially requested to provide clarifications on the facts under investigation, even if they do not do so, by means:

a) of the electronic address recorded in the CVM registry when it is a participant in the securities market registered with CVM, in accordance with the rule that provides for the registration of securities market participants with CVM; and

b) in other cases, of any electronic contact addresses that have proven effective or of the electronic address recorded in the database of the Special Secretariat of the Federal Revenue of Brazil.

§ 2 The superintendencies’ diligence to obtain a prior manifestation from the investigated party regarding the facts constitutes an administrative measure aimed at procedural efficiency and does not confuse with the citation for the exercise of the right to the adversarial system and broad defense, in accordance with the provisions of arts. 29 and 30.

Art. 5 with wording given by CVM Resolution No. 235, of November 21, 2025.

Subsection II – Requirements

Art. 6 In cases where the superintendency considers that it has conclusive elements regarding the authorship and materiality of the irregularity found, it must issue an accusation term containing:

I – name and qualification of the accused;

II – narrative of the investigated facts that demonstrates the materiality of the infractions investigated;

III – analysis of the authorship of the infractions investigated, containing the individualization of the conduct of the accused, making express reference to the evidence that demonstrates their participation in the infractions investigated;

IV – description of the clarifications provided in accordance with art. 5;

V – the legal or regulatory provisions infringed;

VI – procedure to be observed in the sanctioning administrative proceeding; and

VII – proposal for communication referred to in art. 13, if applicable.

Subsection III – Opinion of the Specialized Federal Prosecutor’s Office – PFE

Art. 7 Before the citation of the accused to present their defense, the PFE must issue an opinion on the accusation term, within a period of 30 (thirty) days counted from the date of receipt of the accusation term, with the following scope:

I – examination of compliance with art. 5;

II – objective analysis of the observance of the requirements of art. 6; and

III – examination of the adequacy of the procedure adopted for the sanctioning administrative proceeding.

§ 1 Considering the PFE’s opinion, the superintendency must take the measures it considers appropriate, including archiving the process, adapting the procedural routine or making any adjustments to the accusation term.

§ 2 The superintendent must justify the non-adoption of any measures recommended by the opinion.

§ 3 The PFE’s opinion is not mandatory in sanctioning administrative proceedings submitted to the simplified procedure referred to in art. 73 of this Resolution.

§ 4 Without prejudice to the issuance of the opinion referred to in this article, the superintendencies may request direct legal advice from the PFE even during the instruction phase.

Section III – Administrative Inquiry

Subsection I – Institution

Art. 8 It is the responsibility of the superintendencies to present a proposal for the institution of an administrative inquiry, addressed to the General Superintendency, which may:

I – approve the institution of an administrative inquiry to investigate indications of infractions to securities market regulations; or

II – return the administrative proceeding to the superintendencies, when it considers that there is no just cause for the institution of the inquiry.

Sole Paragraph. The administrative inquiry is considered instituted on the date of the Ordinance of the General Superintendent that provides for its institution.

Subsection II – Conduct and Accusation

Art. 9 The administrative inquiry must be conducted by the Sanctioning Processes Superintendency – SPS.

Art. 10. The investigation work must be concluded within 120 (one hundred and twenty) days counted from the date of institution of the administrative inquiry, and such deadline may be extended, more than once, through a motivated request sent to the General Superintendency, indicating a new deadline.

Sole Paragraph. The General Superintendency, based on the motivation presented to it, must appreciate the request for extension of the deadline, and may, if applicable, set a deadline lower than requested.

Art. 11. When sufficient indications of authorship and materiality of the infraction are established, the SPS must prepare an accusation document, observing the provisions of arts. 5, 6 and 7 of this Resolution.

Subsection III – Archiving

Art. 12. The SPS must propose to the General Superintendency the archiving of the administrative inquiry whenever:

I – it does not obtain sufficient evidence to formulate the accusation;

II – it is convinced of the non-existence of the infraction or the occurrence of the extinction of punishability; or

III – it observes, after the deepening of the procedural instruction, the hypothesis referred to in art. 4, I, “b”.

Sole Paragraph. In any of the hypotheses of this article, the investigated parties must be notified of the decision that accepts the proposal for archiving.

Section IV – Communications to Other Bodies and Entities

Art. 13. It is the responsibility of the General Superintendency to make communications:

I – to the Public Ministry, when evidence of crimes defined by law as public action is verified; and

II – to other bodies and entities, when evidence of illicit acts in areas subject to their respective supervision is verified.

§ 1 The PFE must issue a prior opinion on the communications provided for in this article.

§ 2 The General Superintendency must communicate to the bodies or entities mentioned in this article, regarding the situations that gave rise to the communications made, the occurrence of the closure of the process and the conclusions reached within CVM.

§ 3 Communications may be made in confidence, whenever this is necessary to ensure the effectiveness of the investigations.

Section V – Confidentiality, Restriction of Access and Other Procedural Provisions

Art. 14. In the interest of the investigations and procedural instruction, confidential treatment may be given to the records, documents, objects or information and procedural acts, within what is strictly necessary for the elucidation of the facts.

Sole Paragraph. From the denial of access based on the hypothesis of this article, the investigated party may appeal to the Board.

Art. 15. Ex officio or upon request by the interested party, third-party access to the records may be restricted due to confidentiality resulting from law or because it constitutes information related to the business activity of natural or legal persons of private law whose disclosure may represent a competitive advantage to other economic agents.

Art. 16. The superintendencies must send the records, by dispatch, to the Sanctioning Processes Control Management – GCP, which will effect the citation of the accused to present their defense.

Sole Paragraph. Documents and information with restricted access, not available to third parties, must be recorded in the dispatch of the records to GCP, without prejudice to the appropriate classification of documents within the electronic process.

Art. 17. Until the designation of the Rapporteur of the sanctioning administrative proceeding, it is the responsibility of the superintendencies to decide on procedural incidents raised.

Art. 18. In the proceedings for the investigation of infractions governed by this Chapter, arts. 24, 25, 39, 40, 43 and 48 must be observed, insofar as applicable.

Art. 19. After hearing the PFE, the Board may approve manuals and procedures aimed at standardizing and improving the formal aspects of procedural acts related to this Chapter.

CHAPTER III – SANCTIONING ADMINISTRATIVE PROCEEDING

Section I – Communication of Procedural Acts

Subsection I – General Provision

Art. 20. The availability of an act by electronic means, in accordance with this Resolution, or the publication of an act in the “Electronic Diary” section of the CVM website on the World Wide Web replaces any other means of official publication, for any legal effects, except when the law establishes a specific form.

Subsection II – Citation

Art. 21. The sanctioning administrative proceeding is considered instituted with the citation of the accused to present their defense.

§ 1 The citation must contain:

I – the identification of the accused;

II – the indication of the facts imputed to the accused;

III – the purpose of the citation;

IV – the deadline for the presentation of defense;

V – the information that the process will continue, regardless of their appearance;

VI – the duty of the accused, or of an attorney appointed by them, to register in the electronic process system existing on the CVM website on the World Wide Web for the purpose of accessing the records and subsequent monitoring of the progress of the process; and

VII – the notice that the accused may propose the celebration of a commitment term, in accordance with the provisions of Chapter IV of this Resolution.

§ 2 The requirement referred to in item II of § 1 may be met by attaching the term or the accusation document.

§ 3 When it is a process in physical medium, the citation must contain, in addition to the requirements provided in § 1, the accusation term or the accusatory document, depending on the case.

§ 3 – REVOKED

§ 3 revoked by CVM Resolution No. 235, of November 21, 2025.

§ 4 The accused who, although cited, does not present a defense will be considered in default.

Art. 22. The citation may be effected by notice in the process, by electronic means or by postal mail.

Art. 22. The citation may be effected by notice in the process, by electronic means, by postal mail or by publication of a notice.

Art. 22 with wording given by CVM Resolution No. 235, of November 21, 2025.

Art. 23. The citation by electronic means must provide access to the CVM electronic process system and be carried out by correspondence addressed to the electronic address existing in the system, or informed by the accused during the procedure that gave rise to the sanctioning administrative proceeding.

§ 1 If communication by electronic means is not possible, the citation must be carried out by postal mail, with receipt acknowledgment, sent to the address of the accused available:

I – in the CVM registry, when it is a regulated person or their legal representatives; or

II – in the database of the Special Secretariat of the Federal Revenue of Brazil, in other cases.

§ 2 The citation must be effected by publication of a notice in the “Electronic Diary” section of the CVM website on the World Wide Web in case of evasion or when:

SECURITIES 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. 45, OF AUGUST 31, 2021

I – the place where the accused is located is unknown, uncertain or inaccessible; or II – access to the CVM electronic proceedings system is made available by correspondence addressed to the electronic address and the accused does not access the system within six days. II – access to the CVM electronic proceedings system is made available by correspondence addressed to the electronic address and the accused does not access the system within 6 (six) days.

Item II with wording given by CVM Resolution No. 235, of November 21, 2025.

§ 3rd Citation is considered effective on the date:
I – when the accused or their attorney becomes aware; II – upon receipt at the recipient's address; III – upon access to the CVM electronic proceedings system; IV – on the sixth day following the availability of the act in the electronic proceedings system if the interested party does not access it within said period; V – when refusal is attested; or VI – upon publication of the notice in the "Electronic Diary" section of the CVM page on the worldwide computer network.

Subsection III – Notification
Art. 24. Notification of other procedural acts must be carried out through the electronic proceedings system existing on the CVM page on the worldwide computer network.

§ 1st If notification by electronic means is not possible, in addition to what is provided in Art. 21, § 1st, item VI, it must be carried out through publication in the "Electronic Diary" section of the CVM page on the worldwide computer network.

§ 2nd Notification is considered effective on the date:
I – of access to the CVM electronic proceedings system, according to the main paragraph, or on the sixth day following the availability of the act by electronic means if the interested party does not access it until this day; or II – of publication of the act on the CVM page on the worldwide computer network, in the case of notification carried out in accordance with § 1st.

Section II – Calculation of Deadlines
Art. 25. The deadlines mentioned in this Resolution are counted in business days, excluding the start day and including the due date, unless expressly provided otherwise.

§ 1st The start day of the deadline is considered:
I – the date of awareness by the interested party or their attorney; II – the date of receipt at the recipient's address; III – the date of access to the CVM electronic proceedings system; IV – the sixth day following the date of availability of the act in the CVM electronic proceedings system, in the case of Art. 24, § 2nd, I; V – the sixth day following the availability of the act on the CVM page on the worldwide computer network; or VI – the thirty-first day following the date of publication of the citation notice on the CVM page on the worldwide computer network.

§ 2nd Any day that is not a weekend or holiday in any of the cities where the CVM has representation is considered a business day.

§ 3rd The deadline will be extended when the unavailability of the CVM electronic proceedings system is demonstrated.

§ 4th In the absence of a specific deadline defined in this Resolution, the interested party must manifest themselves within the deadline determined in the notification itself, which cannot be less than 10 (ten) days. § 4th In the absence of a specific deadline defined in this Resolution, the interested party must manifest themselves within the deadline determined in the notification itself, which cannot be less than 10 (ten) days, except for investigation procedures occurring in the pre-sanctioning phase, for which the superintendencies must indicate a reasonable deadline for compliance with the formulated requirements.

§ 4th with wording given by CVM Resolution No. 235, of November 21, 2025.

§ 5th In the case of § 4th, extension of the deadline is admissible, upon reasoned request by the interested party.

Art. 26. The date of delivery of documents is considered to be:

I – the date of protocol, when documentation is delivered directly at a CVM representation, or upon receipt in the CVM electronic system; or II – the date of mailing at the post office or another regular dispatch and delivery service for packages and documents.

Section III – Preclusion and Default
Art. 27. Preclusion occurs when the accused performs a certain procedural act or when the deadline provided for its realization has elapsed.

Art. 28. Default does not imply confession regarding matters of fact and does not make the accusations uncontroversial, and the person in default may intervene in any phase, receiving the process in the state it is in, without right to repetition of acts already performed.

Section IV – Defense
Art. 29. The accused must present their defense in writing within 30 (thirty) days after citation, during which time they must attach documents intended to prove their allegations and specify further evidence they intend to produce, observing the provisions of Arts. 42 and 43 of this Resolution.

§ 1st The interested party must manifest their intention to celebrate a commitment term by the end of the deadline for presenting the defense, without prejudice to the burden of presenting this defense.

§ 2nd The manifestation of intention or presentation of a proposal for a commitment term does not suspend or interrupt the deadline for presenting the defense.

§ 3rd Deadlines for all manifestations by the accused are computed individually, with only one extension allowed for the same period, upon duly reasoned request.

§ 4th Accused persons who constitute the same attorney and present a joint defense have the same deadline to manifest themselves in the records, counted from the last citation effected, in accordance with Art. 29, § 3rd, of this Resolution.

§ 5th In sanctioning processes instituted against multiple accused persons, defenses are considered confidential and will not be provided to third parties or other accused persons until the expiration of the last deadline for presenting the defense.

Art. 30. The defense may be signed by the accused or by an attorney constituted by them.

§ 1st Defense signed by an attorney who is not constituted in the records is admitted provided that the respective instrument of mandate is presented to the CVM within 15 (fifteen) days subsequent to the presentation of the defense.

§ 2nd After the deadline referred to in § 1st has elapsed, without the instrument of mandate being exhibited or without the accused ratifying it in their own name, the defense must be considered non-existent and removed from the records, resulting in default.

Section V – Order of Proceedings in the Board
Subsection I – Designation of the Rapporteur
Art. 31. After the presentation of the defense, or after the deadline provided in Art. 29 has elapsed without this having been presented, the records must be forwarded to the Board for designation of the Rapporteur by lottery. Art. 31. Observing the provision in Art. 73-A, after the presentation of the defense, or after the deadline provided in Art. 29 has elapsed without this having been presented, the records must be forwarded to the Board for designation of the Rapporteur by lottery.

Main paragraph with wording given by CVM Resolution No. 235, of November 21, 2025.

§ 1st The lottery must be carried out, openly, during an ordinary meeting of the Board and using a verifiable mechanism that ensures uniform distribution of processes among the members of the Board. § 1st The lottery must be carried out, openly, during an ordinary meeting of the Board and using a verifiable mechanism that ensures uniform distribution of processes among the Directors of the Board.

§ 1st with wording given by CVM Resolution No. 65, of February 10, 2022.

§ 1st-A. Designation of the President as Rapporteur is admitted, according to specific Ordinance provisions.

§ 1st-A included by CVM Resolution No. 65, of February 10, 2022.

§ 2nd In the event that all accused persons present proposals for a commitment term, the designation of a Rapporteur must await the result of the review of the opinion of the Commitment Term Committee by the Board.

Art. 32. A member of the Board is considered disqualified when:

I – they are the accused;
II – they have direct or indirect interest in the matter; III – they have participated or will participate as an expert, witness or representative, or such situations occur regarding the spouse, partner or relative and affiliates up to the third degree; IV – they are the spouse, partner or relative and affiliates up to the third degree of any of the interested parties; V – they are litigating judicially or administratively with the interested party or respective spouse or partner; or VI – any of the other cases provided for in law occur.

§ 1st Bias must be declared when a member of the Board has intimate friendship or notorious enmity with any of the interested parties or with their respective spouses, partners, relatives and affiliates up to the third degree.

§ 2nd Disqualification or bias may be declared at any time, and in the first case, the reason must be stated.

§ 3rd Interested parties in the lottered processes may, at the first opportunity, challenge the disqualification or bias of the designated rapporteur, in which case the said rapporteur may recognize the challenge in accordance with § 2nd.

§ 4th In the event that the Rapporteur does not declare themselves disqualified or biased, in accordance with § 3rd, the process must be brought to the Board for decision, with the challenged person not participating in the vote to examine the disqualification or bias.

§ 5th Occurrence of any of the hypotheses of disqualification and bias requires immediate new lottery, ensuring compensation between distributed processes.

Art. 33. Upon the definitive departure of the Rapporteur, administrative sanctioning processes under their rapporteurship must be grouped in chronological order, observing cases of connected processes, and redistributed by lottery, provisionally, in equal quantities, to the other members of the Board, until the swearing-in of their successor. Art. 33. Upon the definitive departure of the Rapporteur, administrative sanctioning processes under their rapporteurship must be grouped in chronological order, observing cases of connected processes, and redistributed by lottery, provisionally, until the swearing-in of their successor, in equal quantities, in accordance with Art. 31, §§ 1st and 1st-A.

Art. 33 with wording given by CVM Resolution No. 65, of February 10, 2022.

Art. 34. To the member of the Board who assumes the vacant position belongs, definitively, except for hypotheses of disqualification or bias, the condition of Rapporteur of the processes attributed to their predecessor.

Art. 35. In cases of disqualification or bias of the new member of the Board, the one designated in accordance with Art. 33 remains as Rapporteur, definitively.

Art. 36. Processes must be distributed by connection when:
I – proof of an infraction or any of its elemental circumstances influences proof of another infraction; or II – the conduct evaluated within the respective processes are linked by factual circumstances.

§ 1st Distribution by connection must be raised in a reasoned manner by the responsible superintendency, preferably in formulating the accusation or until the designation of the Rapporteur.

§ 2nd Without prejudice to the provision in § 1st, connection may be known at any time, ex officio or upon request by the accused, except in the case of processes that already have a final decision issued by the Board.

§ 3rd If redistribution of processes is necessary due to connection, it must be done to the first Rapporteur drawn by lottery.

§ 4th Distribution of a process by connection to another that already has a final decision issued by the Board is prohibited.

§ 5th Connected processes must be appreciated in the same judgment session, unless there is a reasoned decision by the Rapporteur.

§ 6th The Board may, in a reasoned decision:
I – determine free distribution of connected processes when, in its judgment, the conditions referred to in items I and II of the main paragraph of this article do not pose a risk of contradiction or conflict between the decisions to be issued; or

II – determine the meeting for joint appreciation or judgment of processes that may generate a risk of issuing contradictory or conflicting decisions if decided separately, even if it is not a situation specifically provided for in items I and II of the main paragraph.

Art. 37. Occurrences of disqualification, bias and connection, when resulting in redistribution of processes, must be compensated at the time of lottery for distribution of new processes among the members of the Board. Art. 37. Occurrences of disqualification, bias and connection, when resulting in redistribution of processes, must be compensated at the time of lottery for distribution of new processes, in accordance with Art. 31, §§ 1st and 1st-A.

Art. 37 with wording given by CVM Resolution No. 65, of February 10, 2022.

Art. 38. After the designation of the Rapporteur, the superintendency may, at its discretion, offer complementary technical manifestation regarding the reasons for the defense, within 30 (thirty) days counted from the meeting of the Board in which the lottery or distribution by connection was held. Sole Paragraph. In the event that the superintendency adopts the measure provided for in the main paragraph, the Rapporteur must open an equal deadline for a new manifestation by the defense.

Subsection II – Incidents and Nullities
Art. 39. Unless otherwise provided, procedural incidents must be decided by the Rapporteur and do not suspend the flow of deadlines nor prevent the practice of procedural acts or procedures in progress or subsequent.

§ 1st From the decision of the Rapporteur, an appeal lies to the Board within 10 (ten) days.

§ 2nd For the benefit of procedural speed, the Rapporteur may opt to submit the procedural incident directly to the Board, in an administrative meeting or judgment session.

§ 3rd In occasional absences, urgent procedural incidents may be decided by another member of the Board, observing descending order of seniority.

Art. 40. The nullity of any procedural act only prejudices subsequent acts that depend on or derive from it.
Sole Paragraph. Acts that present curable irregularities and do not cause prejudice to the accused may be validated by the Rapporteur or by the Board, as the case may be.

Subsection III – Rectification of the Accusation Art. 41. The Rapporteur must return the records to the superintendency that formulated the accusation, if the term of accusation or the accusatory document did not observe the provision in Art. 6th, items I, IV, V or VI. Sole Paragraph. The superintendency must complement the accusation and forward the process for notification of the accused or propose to the Board the archiving of the process if it concludes on the non-existence of an infraction or extinction of punishability. Sole Paragraph. The superintendency must:
I – propose to the Board the archiving of the process if it concludes on the non-existence of an infraction or extinction of punishability; or II – carry out the necessary rectifications and complements and, before notifying the accused, forward the process to the PFE for issuance of an opinion, in accordance with Art. 7th.

Sole Paragraph with wording given by CVM Resolution No. 235, of November 21, 2025.

Subsection IV – Production of Evidence
Art. 42. Proof of the allegation rests with whoever makes it, but it is facultative for the Rapporteur to determine, at any time, the carrying out of inquiries, in addition to those eventually requested by the accused in their defense.

Art. 43. It is up to the Rapporteur to decide on the request for evidence formulated in the defense of the accused, as well as to preside over the inquiries necessary for its production, if the request is granted.

§ 1st Any cost for the production of evidence required by the accused shall be borne by them.

§ 2nd The accused who requests the production of evidence based on information and data archived at the CVM must specify the documents they intend to attach to the process.

§ 3rd The Rapporteur must deny, in a reasoned manner, illicit, unnecessary or dilatory evidence.

§ 4th Considering the circumstances of the process, the Rapporteur may forward the request for production of evidence to the decision of the Board, presenting a report and vote.

Art. 44. Inquiries, when necessary, may be carried out by any of the superintendencies, at the discretion of the Rapporteur.

Art. 45. The accused, depending on the type of evidence to be produced, must be informed of the date and location where it will be collected, so that they may, if they wish, personally or through their representative, accompany its production.

Art. 46. The accused must be granted a deadline of 15 (fifteen) days to manifest themselves regarding the evidence produced, regardless of whether they accompanied its production or not.

Subsection V – New Legal Definition of the Fact Art. 47. The Board may give the fact a legal definition different from that contained in the term of accusation or the accusatory document, even as a result of proof not mentioned therein but existing in the records, indicating the accused affected by the new legal definition and determining notification of such accused for amendment of their defenses, within 30 (thirty) days counted from receipt of the notification, allowing production of new evidence, observing the provision in Subsection IV. Sole Paragraph. The notification referred to in the main paragraph must be accompanied exclusively by the minutes containing the decision of the Board regarding the new legal definition of the facts.

Subsection VI – Granting Access to the Accused and Request for View Formulated by Third Parties Art. 48. The following rules apply to requests for granting access to the accused and requests for view formulated by third parties:
I – the accused are assured the granting of access to the records, complying with the determination of Art. 21, § 1st, item VI of this Resolution, with GCP attending to requests aimed at enabling this access; II – it is up to the Rapporteur to analyze the confidentiality of information contained in the administrative sanctioning process, aiming at granting the view requested by third parties; III – until the designation of a Rapporteur, it is up to the originating superintendency to analyze the confidentiality of documents or information considered confidential, not available to third parties; and IV – the Rapporteur may return the process to the originating superintendency for analysis of the confidentiality of documents or information considered confidential, not available to third parties, attached to the records until the distribution of the process.

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 – 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. 45, OF AUGUST 31, 2021

Sole Paragraph. The provisions regarding the granting of access to or review of administrative proceedings shall apply to requests for access or review filed by defendants and third parties, insofar as they do not conflict with the provisions of this Resolution.

Section VI – Adjudication

Art. 49. It is the responsibility of the Collegiate Body to adjudicate the proceedings in a public session, summoned at least 15 (fifteen) days in advance, with access by third parties potentially restricted due to public interest.

Art. 50. The session must be presided over by the President of the CVM or, in their absence or impediment, by their eventual substitute, and may only be held with the presence of at least 3 (three) members of the Collegiate Body.

§ 1st. The participation of Collegiate Body members in adjudication sessions may occur via videoconference.

§ 1st. The participation of Collegiate Body members and the Legal Defense Office (PFE) in adjudication sessions may occur via videoconference.

§ 1st with wording given by CVM Resolution No. 235, of November 21, 2025.

§ 2nd. In the adjudication of administrative sanctioning proceedings to which no defendant or any of their respective attorneys appointed in the records appear, the session may be held electronically.

§ 3rd. Considering the progress of the session's work, the President is authorized to suspend and restart it on the next business day, without the need for new summons or publication.

§ 4th. A session that does not take place due to force majeure may be transferred to the next business day at the previously scheduled time, without the need for new summons or publication.

Art. 51. The Rapporteur may, at their discretion, make the case report available to the parties and other members of the Collegiate Body before the adjudication session, waiving its reading.

Sole Paragraph. The prior availability of the report on the CVM website is for informational purposes only, allowing the Rapporteur to make adjustments and additions.

Art. 52. The defendant or their legal representative is guaranteed a maximum period of 15 (fifteen) minutes, extendable at the discretion of the session President for up to 15 (fifteen) minutes, to present the oral defense, after the reading of the report, observing the provisions of Art. 51.

Art. 52 with wording given by CVM Resolution No. 235, of November 21, 2025.

Art. 53. After the oral defense, the Legal Defense Office (PFE) is authorized to make an oral statement.

Sole Paragraph. If the Legal Defense Office (PFE) makes a statement, the defense has a new opportunity to comment on the subject of such statement.

Art. 54. If clarification of controversial points is necessary, the Collegiate Body may withdraw from the session for examination or suspend the adjudication.

Art. 55. During the adjudication session, each member of the Collegiate Body has one vote, and decisions will be taken by majority.

Sole Paragraph. In case of a tie, the position most favorable to the defendant shall prevail.

Art. 56. The decision to be issued must contain the case report, the grounds, the conclusion, and the penalties applied, if applicable.

Art. 57. After the oral presentations are concluded, the President must take the vote of the Rapporteur and the other members, preferably in ascending order of seniority, and the adjudication session may be suspended by a request for review filed by a member of the Collegiate Body.

§ 1st. The Rapporteur is authorized to present their vote succinctly, with the reasons for the decision, and it is permitted that the adjudication of proceedings concerning similar subjects be carried out in a block.

§ 2nd. The request for review does not prevent other members of the Collegiate Body from casting their votes in advance if they feel qualified to do so, and the votes cast must be recorded in the minutes.

§ 2nd-A. The member of the Collegiate Body who files a request for review must include the case on the agenda within 60 (sixty) days counted from the request for review so that the adjudication may be resumed.

§ 2nd-A included by CVM Resolution No. 65, of February 10, 2022.

§ 2nd-B. Within 10 (ten) days before the expiration of the period provided in § 2nd-A, the member of the Collegiate Body who filed the request for review or the one who succeeds them may, through a reasoned request addressed to the President of the CVM, request an extension of said period, only once, for up to 20 (twenty) days.

§ 2nd-B included by CVM Resolution No. 65, of February 10, 2022.

§ 2nd-C. In the case where the request for review was filed by the President of the CVM, the request referred to in § 2nd-B must be addressed to the most senior member of the Collegiate Body.

§ 2nd-C included by CVM Resolution No. 65, of February 10, 2022.

§ 3rd. In the session where the adjudication is resumed, the votes already cast must be counted, even if the member of the Collegiate Body who cast the vote does not attend the session or has left the exercise of the office, and the substitute may not, in any case, comment on an issue already reviewed.

§ 4th. In the event of a change in the composition of the Collegiate Body, the parties are authorized to present a new oral defense, even if they have already done so.

§ 5th. The rule of § 3rd does not apply when new relevant facts or evidence capable of significantly modifying the decision-making context are added to the records, in which case any interested party may raise an issue of order to be resolved by the Collegiate Body.

§ 6th. If the Collegiate Body decides on the occurrence of the exception provided in § 5th, the previously cast votes must be disregarded, a new oral defense may be presented, and it will be the responsibility of the current members of the Collegiate Body to adjudicate the case, through the preparation of a new report and inclusion on the agenda by the Rapporteur.

Art. 58. In any case of suspension of adjudication, it is up to the Rapporteur to decide on the extraordinary production of evidence, in accordance with Arts. 42 to 46 of this Resolution.

Art. 59. The decision issued, regardless of whether there is an appeal or not, will be disclosed and published in the "Electronic Diary" section of the CVM website on the worldwide computer network in the form of a summary containing, at minimum, the identification of the defendants, the infractions attributed to them, and the penalties or acquittals, as applicable.

Section VII – Dosimetry of Penalties

Art. 60. The CVM may impose the following penalties, individually or cumulatively:

I – warning;

II – fine;

III – temporary disqualification, for a maximum of 20 (twenty) years, from holding the position of administrator or fiscal councilor of an open company, an entity within the distribution system, or other entities that depend on authorization or registration with the Securities and Exchange Commission;

IV – suspension of authorization or registration for the exercise of the activities referred to in Law No. 6.385, of December 7, 1976;

V – temporary disqualification, for a maximum of 20 (twenty) years, from exercising the activities referred to in Law No. 6.385, of 1976;

VI – temporary prohibition, for a maximum of 20 (twenty) years, from practicing certain activities or operations, for members of the distribution system or other entities that depend on authorization or registration with the Securities and Exchange Commission; and

VII – temporary prohibition, for a maximum of 10 (ten) years, from acting, directly or indirectly, in one or more modalities of operation in the securities market.

Art. 61. The fine penalty shall not exceed the highest of the following values:

I – R$ 50,000,000.00 (fifty million reais);

II – double the value of the irregular issuance or operation;

III – 3 (three) times the amount of economic advantage obtained or loss avoided due to the offense; or

IV – double the damage caused to investors due to the offense.

§ 1st. In cases of recidivism, a fine of up to triple the values fixed in items I to IV of the caput may be applied.

§ 2nd. In cases where the administrative offense is also theoretically classified as a crime under Law No. 6.385, of 1976, the conviction of the defendants cannot result solely in a penalty of warning.

Art. 62. In the dosimetry of the penalty, unless the penalty of warning is applied, the Collegiate Body must initially fix the base penalty, applying in sequence the aggravating and mitigating circumstances, as well as the cause of penalty reduction, in that order.

Sole Paragraph. The Collegiate Body must consider in the dosimetry the other sanctions related to the same facts, definitively applied by other authorities, and it is up to the defendant to demonstrate, until the adjudication of the case by the Collegiate Body, the applicability of this circumstance.

Art. 63. In fixing the base penalty, the Collegiate Body must observe the principles of proportionality and reasonableness, as well as the economic capacity of the offender and the reasons justifying the imposition of the penalty.

§ 1st. If the criterion referred to in Art. 61, item I, is adopted, the base penalty of the fine must observe the limits applicable to each offense, provided for in Annex A, without prejudice to the cumulative application of other types of penalties described in Art. 60 of this Resolution.

§ 2nd. In the case of § 1st where the offense is not provided for in Annex A, the Collegiate Body must, based on the gravity of the conduct, classify it into one of the groups provided for in said Annex.

§ 3rd. The base penalty of the penalties described in Art. 60, items III to VI, must be fixed in months and may not exceed 10 (ten) years.

§ 4th. The base penalty of the penalty described in Art. 60, item VII, must be fixed in months and may not exceed 5 (five) years.

Art. 64. The penalties of suspension, disqualification, and prohibition may only be applied in cases of serious offenses, as defined in CVM regulations, or in cases of recidivism.

Sole Paragraph. Within the scope of Law No. 6.404, of December 15, 1976, the offenses described in Annex B of this Resolution are considered serious.

Art. 65. The following are aggravating circumstances, when they do not constitute or qualify the offense:

I – the systematic or repeated practice of irregular conduct;

II – the high damage caused;

III – the significant advantage obtained or intended by the offender;

IV – the existence of relevant damage to the image of the securities market or the segment in which it operates;

V – the commission of an offense through deceit, fraud, or simulation;

VI – the compromise or risk of compromise of the issuer's solvency;

VII – the violation of fiduciary duties arising from the position, role, or function held; and

VIII – the concealment of evidence of the offense through deceit, fraud, or simulation.

§ 1st. The fine penalty must be increased by up to 25% (twenty-five percent) for each aggravating circumstance verified.

§ 2nd. The penalties of suspension, disqualification, and prohibition must be increased by up to 25% (twenty-five percent) for each aggravating circumstance verified, considering the number of months of the base penalty and disregarding fractions.

§ 3rd. Recidivism occurs when the agent commits a new offense after having been punished by virtue of a definitive administrative decision, unless 5 (five) years have passed since the fulfillment of the respective punishment or the extinction of the penalty.

Art. 66. The following are mitigating circumstances:

I – the confession of the offense or the provision of information regarding its materiality;

II – the good antecedents of the offender;

III – the regularization of the offense;

IV – the good faith of the defendants; and

V – the effective adoption of internal integrity, audit, and incentive mechanisms for reporting irregularities, as well as the effective application of codes of ethics and conduct within the legal entity, evaluated by a public or private entity of recognized specialization.

§ 1st. The penalty may also be mitigated due to a relevant circumstance, prior or subsequent to the offense, although not expressly provided for in the items of the caput.

§ 2nd. The incidence of mitigating circumstances does not result in the discharacterization of the gravity of the conduct.

§ 3rd. The fine penalty must be reduced by up to 25% (twenty-five percent) for each mitigating circumstance verified.

§ 4th. The penalties of suspension, disqualification, and prohibition must be reduced by up to 25% (twenty-five percent) for each mitigating circumstance verified, considering the number of months of the base penalty and disregarding fractions.

§ 5th. The mitigating circumstance provided for in item I of the caput of this article must not be applied in the dosimetry of the penalty of the defendant who has entered into an administrative agreement in a supervision process referred to in Art. 30 of Law No. 13.506, of November 13, 2017, regarding the facts treated in the process.

Art. 67. If the financial damage is fully repaired until the adjudication of the case by the Collegiate Body, the penalty must be reduced by 1/3 (one third) to 2/3 (two thirds).

Sole Paragraph. The reduction referred to in the caput must apply to the value of the penalty resulting from the incidence of aggravating and mitigating circumstances on the base penalty.

Art. 68. The procedure provided for in Arts. 62 to 66 does not apply to penalties imposed based on Arts. 60, I, and 61, II, III, and IV.

Art. 69. The CVM may prohibit those convicted from contracting, for up to 5 (five) years, with official financial institutions and from participating in bids that have as their object acquisitions, alienations, execution of works and services, and concessions of public services, within the scope of the federal, state, district, and municipal public administration and entities of indirect public administration.

Sole Paragraph. The penalty referred to in the caput is restricted to offenses of a serious nature, and its application must observe the principles of reasonableness and proportionality, without prejudice to the other penalties provided for in this Section.

Section VIII – Appeal

Art. 70. An appeal may be filed against the Collegiate Body's condemning decision to the National Financial System Resources Council with devolutive and suspensive effects, observing the provisions of Arts. 71 and 72, to be filed within a period of 30 (thirty) calendar days from the notification.

Art. 71. The appeal filed with the National Financial System Resources Council, against a decision that imposes the penalties provided for in items III to VII of Art. 60 of this Resolution, has only devolutive effect, and it is up to the penalized party to request the suspensive effect of the appeal to the Collegiate Body, through a separate petition to be presented at the time of filing the appeal.

§ 1st. In the analysis of the request, the Collegiate Body must consider the circumstances of the case, especially those referred to in Arts. 65 and 66 of this Resolution.

§ 2nd. The request must be processed in separate records, without preventing the immediate forwarding of the appeal to the National Financial System Resources Council.

§ 3rd. The first-instance condemning decision begins to produce effects:

I – after the expiration of the period for appeal established in Art. 70, without the same having been filed or without the request for suspensive effect having been presented; and

II – after the notification of the final CVM decision denying suspensive effect to the appeal.

§ 4th. If any of the hypotheses in § 3rd occurs, the CVM must notify the open company, the entity part of the distribution system, or another entity authorized or registered with the CVM in which the penalized party acts, within a period of 5 (five) days, counted from the date scheduled for the decision to produce effects, to promote the removal of the penalized party from the office within a period of up to 60 (sixty) days, counted from the date of receipt of the notification, and communicate the fact to the CVM within a period of 5 (five) days, counted from the date of effective removal.

§ 5th. The period for fulfilling the penalties referred to in the caput is counted from the date on which the CVM receives, from the penalized party or each entity in which they acted, communication of the effective removal from the office, accompanied by documents proving the fact.

§ 6th. In cases where the penalized party is not exercising the activity, the period for fulfilling the penalty begins on the date of occurrence of the hypotheses described in § 3rd.

§ 7th. The period for fulfilling the penalties referred to in the caput is automatically suspended whenever the terms of the condemning decision are disrespected, without prejudice to the imposition of applicable penalties.

Art. 72. The appeal filed against a decision that imposes penalties of warning or fine has suspensive effect.

Sole Paragraph. In cases of accumulation of the penalties described in Art. 60, the automatic suspensive effect of the appeal operates only with respect to those described in the caput, and the penalized party may request the suspensive effect for the other types of penalties, in the manner of Art. 71.

Section IX – Simplified Rite Administrative Sanctioning Process

Subsection I – Acts Prior to Adjudication

Art. 73. The administrative sanctioning process related to the offenses provided for in Annex C of this Resolution, which, due to their level of complexity, do not require ordinary evidentiary production, is subject to the simplified rite.

Art. 73. The administrative sanctioning process related to the offenses provided for in Annex C of this Resolution is subject to the simplified rite, in accordance with this section.

Caput with wording given by CVM Resolution No. 235, of November 21, 2025.
§ 1º If the Superintendent opts to institute a single procedure to investigate an infraction covered by Annex C of this Resolution, and an infraction of another nature, the ordinary rite shall apply to the administrative sanctioning process. § 2º Administrative inquiries and their developments must observe the ordinary rite. Art. 73-A. After the presentation of defenses or if default is established, the records must be sent to the Collegiate Board for the designation of a Rapporteur by lottery, who is responsible for verifying and appreciating any request for the production of evidence. Sole Paragraph. If the production of evidence is granted, the provisions of Arts. 42 to 46 must be observed regarding the form and conduct of the diligences.
Art. 73-A included by CVM Resolution No. 235, of November 21, 2025.
Art. 74. After the presentation of defenses or if default is established, the records must be sent to the superintendency that formulated the accusation, which must prepare, within a period of 60 (sixty) days from the receipt of the records, a report containing:
Art. 74. After the production of the requested evidence, if applicable, the records must be sent to the superintendency that formulated the accusation, which must prepare, within a period of 60 (sixty) days from the receipt of the records, a report containing:
Caput with wording given by CVM Resolution No. 235, of November 21, 2025.
I – a summary of the accusation and the defense; II – the record of the main occurrences during the progress of the process; and III – the superintendency's analysis regarding the defense arguments and the validity of the accusation. § 1º Once the report referred to in this article has been prepared or complemented, and provided that the accused is not in default, the accused must be summoned to, within a period of 15 (fifteen) days, present a specific manifestation regarding the report, after which, with or without manifestation, the process must proceed to the designation of a Rapporteur. § 1º If there has been no request for the production of evidence or if the request has been denied, the records must be directly sent by the Rapporteur to the superintendency that formulated the accusation for the production of the report referred to in the caput.

§ 1º with wording given by CVM Resolution No. 235, of November 21, 2025.
§ 1º-A. Once the report referred to in this article has been prepared or complemented, and provided that the accused is not in default, the accused must be summoned to, within a period of 15 (fifteen) days, present a specific manifestation regarding the report, after which, with or without manifestation, the process must be returned to the Rapporteur.
§ 1º-A included by CVM Resolution No. 235, of November 21, 2025.
§ 2º Without prejudice to the provisions of § 1º, the period provided therein may be exceptionally extended by the superintendency, for an equal period, upon a duly justified request presented by the accused, in which the impossibility of its compliance is justified. § 2º Without prejudice to the provisions of § 1º-A, the period provided therein may be exceptionally extended by the superintendency, for an equal period, upon a duly justified request presented by the accused, in which the impossibility of its compliance is justified.
§ 2º with wording given by CVM Resolution No. 235, of November 21, 2025.
§ 3º Within 30 (thirty) days from its receipt, the Rapporteur must return the records to the superintendency that formulated the accusation, for complementation, if the report has not observed the provisions of this article. § 4º The rules of § 1º of this article apply if the accused wishes to manifest regarding the complementation of the report referred to in § 3º above. § 4º The rules of § 1º-A of this article apply if the accused wishes to manifest regarding the complementation of the report referred to in § 3º above.
§ 4º with wording given by CVM Resolution No. 235, of November 21, 2025.
Subsection II – Judgment
Art. 75. The Rapporteur must convene a public session for the judgment of the process within a maximum period of 120 (one hundred and twenty) days from its distribution.
Art. 75. The Rapporteur must convene a public session for the judgment of the process within a maximum period of 120 (one hundred and twenty) days from the receipt of the records in accordance with Art. 74, § 1º-A. § 1º The Rapporteur may, upon a justified request addressed to the President of the CVM, request the extension of the aforementioned period, only once, for up to 30 (thirty) days.

Art. 75 with wording given by CVM Resolution No. 235, of November 21, 2025.
Art. 76. The Rapporteur may, at his discretion, adopt the report referred to in Art. 74.
Art. 77. In the judgment session, the members of the Collegiate Board may base their vote by referring to the reasons exposed in the report referred to in Art. 74.
Art. 78. The decision to be issued must contain, at a minimum, the report, which may be that referred to in Art. 74, the conclusion, and the penalties applied, if applicable.
Art. 79. The provisions of this Resolution regarding the ordinary rite apply subsidiarily to the rite provided for in this Section.
CHAPTER IV – COMMITMENT TERM
Section I – General Provisions
Art. 80. The commitment term must be executed in the cases, in the form, and for the purposes provided for in Law No. 6.385, of 1976.
Art. 81. The execution of a commitment term does not imply a confession regarding the matter of fact, nor a recognition of the illicit nature of the conduct analyzed.
Section II – Proposal for Commitment Term
Art. 82. The interested party in the execution of a commitment term may present a written proposal to the CVM, in which they commit to:
I – cease the practice of activities or acts considered illicit, if applicable; and II – correct the irregularities pointed out, including indemnifying the damages.
§ 1º The interested party must manifest their intention to execute a commitment term within the period for the presentation of defense.
§ 2º The complete proposal for a commitment term must be sent to the GCP within 30 (thirty) days after the presentation of defense.

§§ 4º and 5º included by CVM Resolution No. 235, of November 21, 2025.
Section III – Analysis of the Proposal
Art. 83. After hearing the PFE regarding the legality of the commitment term proposal, the General Superintendency must submit the commitment term proposal to the Commitment Term Committee, which is responsible for presenting an opinion on the opportunity and convenience of executing the commitment, and the adequacy of the proposal formulated by the accused or investigated, proposing to the Collegiate Board its acceptance or rejection, based on the criteria established in Art. 86. § 1º The composition and functioning of the Commitment Term Committee must observe the provisions of a Ordinance of the President of the CVM. § 2º In addition to the head of the General Superintendency, who is responsible for coordinating it, the Commitment Term Committee is formed by, at least, 5 (five) superintendents expressly designated by the President of the CVM. § 3º The Commitment Term Committee must manifest regarding the commitment term proposal within a maximum period of 30 (thirty) days, counted from the date of receipt of the PFE's opinion. § 4º The Commitment Term Committee, if it deems it convenient, may, before preparing its opinion, negotiate with the proposer the conditions of the commitment term proposal that seem most appropriate. § 5º The negotiation between the Commitment Term Committee and the proposer must be concluded within a maximum period of 120 (one hundred and twenty) days, with the proposer being entitled, upon the conclusion of the negotiations, to amend the terms of their initial proposal, within the period indicated by the Committee.

Caput with wording given by CVM Resolution No. 235, of November 21, 2025.
§ 1º After hearing the PFE regarding the legality of the proposal, the Rapporteur must submit the matter to the appreciation of the Collegiate Board with a proposal for acceptance or rejection of the proposal. § 2º The Rapporteur may send the proposal to the General Superintendency so that the procedure referred to in Art. 83 is adopted. Art. 85. In the event that damages to investors are detected and in order to instruct the analysis of the proposal, the CVM may, at its discretion, notify them to provide information regarding the extent of the damages they have suffered and the value of the reparation. § 1º The participation of the harmed investor does not confer upon them the status of a party in the administrative process. § 2º If there are harmed investors in an undetermined number and with unknown identity, the CVM may, in common agreement with the proposer and at its own expense, publish notices summoning such investors for the purpose of their identification and quantification of the individual values to be paid to them as indemnification.

Caput with wording given by CVM Resolution No. 235, of November 21, 2025.
§ 1º Before deliberating on the proposal for the execution of a commitment term, the Collegiate Board may request the Commitment Term Committee to adopt new procedural instruction measures.
§ 2º When the proposal is presented still in the investigation phase or before it, the Collegiate Board must consider the nature and circumstances of the infraction in order to evaluate the convenience of executing the commitment term in light of the benefits of eventual execution of an administrative supervision agreement, and may determine the confidentiality of the procedure until the judgment of the administrative sanctioning process. § 3º The adoption of measures provided for in § 1º and the return of the corresponding commitment term proposal to the Collegiate Board must occur within a total maximum period of 120 (one hundred and twenty days), counted from the receipt of the respective process by the Commitment Term Committee.
§ 3º included by CVM Resolution No. 235, of November 21, 2025.
Section IV – Execution of the Commitment Term
Art. 87. Once the conditions for the execution of the commitment are approved, the respective term must be drawn up, to be signed by the President of the CVM and the commitant.
§ 1º The conditions of the commitment term cannot be altered, except by a new deliberation of the Collegiate Board, upon request by the interested party.
§ 2º The period for compliance with the commitment is non-extendable, except for supervening and non-imputable reasons to the commitant.
Art. 88. The execution of the commitment term has the following effects:

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 45, DE 31 DE AGOSTO DE 2021 I – the suspension of the ongoing administrative process, for the period stipulated for the compliance with the commitment; or II – the non-institution of an administrative sanctioning process, in cases where the proposal is presented still in the investigation phase or before it. Art. 89. The compliance with the obligations assumed in the commitment term must be monitored by the superintendency related to the merits of the process or by another superintendency indicated by the Collegiate Board, if applicable. § 1º The commitment term must stipulate the periodicity at which the commitant must provide information regarding the compliance with the obligations assumed by them. § 2º The payment of amounts due to investors, as indemnification for damages, if applicable, must be made directly by the accused or investigated, without the intermediation of the CVM. Art. 90. If the obligations assumed by the commitant are not fulfilled in an integral and adequate manner, the process must be instituted or its course resumed, as applicable, without prejudice to the penalties or other measures eventually applicable. Art. 91. The commitment term must be published in the "Electronic Diary" section of the CVM's page on the worldwide computer network, with the discrimination of the period for compliance with the obligations assumed, and constitutes an extrajudicial executive title.
CHAPTER V – ADMINISTRATIVE AGREEMENT IN SUPERVISION PROCESS
Section I – General Provisions
Art. 92. The CVM may execute an administrative agreement in a supervision process ("Supervision Agreement") with natural or legal persons who confess to the practice of infractions to legal or regulatory norms whose compliance falls under its supervision, with the extinction of its punitive action or a reduction of 1/3 (one third) to 2/3 (two thirds) of the applicable penalty, through effective, full, and permanent cooperation for the investigation of the facts, which results in utility for the process, especially:
I – the identification of other parties involved in the practice of the infraction, when applicable; and II – the obtaining of information and documents that prove the reported or under-investigation infraction.

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 45, DE 31 DE AGOSTO DE 2021
Section II – Proposal
Art. 93. Until the beginning of the judgment by the Collegiate Board, it is admissible to present a proposal for a Supervision Agreement within the CVM.
§ 1º The Supervision Agreement proposal must contain information about other agreement proposals regarding the same practice presented to other authorities, provided there is no prohibition for such. § 2º The Supervision Agreement proposal does not obstruct the investigation and instruction activities nor the processing of the administrative sanctioning process that may have already been instituted to investigate the conduct narrated in the proposal. § 3º If more than one Supervision Agreement proposal related to the same infraction is presented, they will be appreciated in the order in which they were received. § 4º The Supervision Agreement proposal must remain confidential until the agreement is executed, with the CVM's duty of confidentiality prevailing even if the proposal or the facts it refers to have been disclosed by third parties or by the proposer. Art. 94. The proposal for the execution of a Supervision Agreement must be presented in writing and observe the following procedure:
I – the proposer must submit the proposal to the Supervision Agreement Committee ("SAC") by means of:
a) electronic correspondence addressed to the institutional address of the SAC with the subject "Supervision Agreement Proposal - Confidential"; or b) in a sealed envelope clearly identified with the terms "Supervision Agreement Proposal" and "Confidential"; II – the proposer must present their qualification and detail the reported infraction, including the identification of other authors of the infraction of which they have knowledge and the date or period of the reported infraction, in addition to describing, in a clear, detailed, complete, and precise manner, the information and documents that will be presented upon the signing of the Supervision Agreement; and III – an electronic address of the proposer or their legal representative must be indicated for communications and receipt of summonses. Sole Paragraph. The composition and functioning of the SAC are governed by an Ordinance of the President 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 45, DE 31 DE AGOSTO DE 2021 Art. 95. The proposer may rectify or withdraw the Supervision Agreement proposal at any time before the signing of the respective instrument.
Section III – Analysis of the Proposal
Art. 96. It is the responsibility of the SAC to negotiate and make a preliminary judgment on the admissibility of the Supervision Agreement proposal, considering the criteria present in Art. 92. § 1º Within a period of 30 (thirty) days from the presentation of the proposal, extendable once for an equal period, the SAC must manifest regarding its admissibility, setting a period for the signing of the Supervision Agreement or for the perfection of the proposal. § 2º If requested by the proposer, the SAC must issue, within the period referred to in § 1º, a term with the information regarding the prior knowledge or not of the reported infraction by the CVM when the Supervision Agreement was proposed. § 3º The SAC may be assisted by the PFE and request information from any other organizational component of the CVM in the negotiation of the Supervision Agreement proposal or in the preliminary judgment of admissibility, provided that the confidentiality of the information is preserved. § 4º Within the period referred to in §1º of this article, the SAC must make the communication provided for in Art. 31, § 2º, of Law No. 13.506, of 2017. § 5º The negotiation regarding the Supervision Agreement proposal must be concluded within the period determined by the SAC, under penalty of rejection of the proposal. Art. 97. The SAC will prepare a conduct history that must contain, at a minimum:
I – the detailed exposition of the facts related to the reported infraction; II – the identification of other parties involved in the practice of the infraction and the detailing of the participation of each, when applicable; III – other provisions that, given the circumstances of the concrete case, are deemed necessary; and IV – a list with all the information and documents, provided or to be provided by the signatory of the Supervision Agreement, that prove the practice of the reported infraction. Art. 98. The SAC, in a restricted meeting, must issue a final decision on the acceptance or not of a Supervision Agreement proposal presented to the CVM, considering, in addition to the elements provided for in Art. 92:

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 45, DE 31 DE AGOSTO DE 2021 I – the opportunity and convenience of entering into the agreement; II – the nature and gravity of the reported infractions; III – the cessation of involvement in the reported or under-investigation infraction from the date of proposal; IV – the quantity and quality of the information provided that proves the infraction and identifies other involved parties; and V – the absence of sufficient evidence to ensure the conviction of the proposer. Sole paragraph. The decision on the acceptance of a Supervisory Agreement proposal cannot exceed 180 (one hundred and eighty) days, counted from the date of receipt of the proposal by the CAS. Art. 99. A rejected Supervisory Agreement proposal, from which no disclosure will be made, does not constitute a confession regarding the facts of the matter nor recognition of the illegality of the conduct analyzed. § 1º If the agreement is not reached, due to the accused's withdrawal or non-acceptance by the CAS, all documents must be discarded or returned to the proposer, with no copies remaining in the possession of the CVM. § 2º The information presented by the proposer, which was not already known to the CVM, during the negotiation of the subsequently frustrated Supervisory Agreement, may not be used by those who had access to it. § 3º The provisions of § 2º do not prevent the opening of an investigation procedure within the CVM regarding facts related to the Supervisory Agreement proposal, when the investigation arises from indications or evidence brought to the knowledge of the Authority by any other means.
Section IV – Supervisory Agreement
Art. 100. If approved, the agreement must be signed by the interested parties and by the members of the CAS, within 10 (ten) days, under penalty of rejection of the proposal, with confidential treatment reserved for the records. Sole paragraph. The conditions of the Supervisory Agreement cannot be altered, except by a new deliberation of the CAS, upon request by the interested party or to correct material errors.

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 45, DE 31 DE AGOSTO DE 2021 Art. 101. The agreement must stipulate the necessary conditions to ensure the effectiveness of the collaboration and the useful result of the process, and the document must contain, at minimum, the following clauses and conditions:
I – complete qualification of the signatories and their legal representatives, including name, corporate name or trade name, identity document, CPF or CNPJ, complete address, phone number, and electronic address; II – qualification of the legal representative with powers to receive notifications during the course of the administrative process; III – indication of an electronic address where notifications can be effected; IV – statement of facts related to the reported infraction, with identification of its authors and duration of the reported or under-investigation infraction; V – express confession of the signatory of the Supervisory Agreement's participation in the illicit act; VI – declaration by the signatory of the Supervisory Agreement that they have ceased their involvement in the reported or under-investigated infraction; VII – declaration by the signatory of the Supervisory Agreement that the information and documents contained in the conduct history are true; VIII – obligations of the signatory of the Supervisory Agreement, including:
a) present to the CVM and any other signatory authorities of the Supervisory Agreement all and any information, documents, or other materials in their possession that are capable of proving the reported or under-investigated infraction; b) present to the CVM and any other signatory authorities of the Supervisory Agreement all and any new information, documents, or other relevant materials that they come to know during the investigations; c) present all and any information, documents, or other materials related to the reported practice, whenever requested by the CVM and any other signatory authorities of the Supervisory Agreement during the investigations; d) cooperate fully and permanently with the investigations and the administrative process related to the reported infraction to be conducted by the CVM and any other signatory authorities of the Supervisory Agreement;

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 45, DE 31 DE AGOSTO DE 2021 e) appear, when requested, at their own expense, at all procedural acts until the final decision of the CVM on the reported infraction; f) communicate to the CVM and any other signatory authorities of the Supervisory Agreement any and all changes in the data contained in the Supervisory Agreement instrument; and g) act with honesty, loyalty, and good faith during the fulfillment of these obligations. IX – provision that non-compliance by the signatory with the obligations provided for in the Supervisory Agreement results in the loss of the benefit; X – declaration that the signatory of the Supervisory Agreement was the first to qualify with respect to the reported or under-investigated infraction, as applicable; XI – declaration that the CVM did not have sufficient evidence to ensure the conviction of the natural and legal persons involved in the reported infraction at the time of the proposal of the Supervisory Agreement; XII – declaration regarding the prior knowledge, or lack thereof, by the CVM about the reported infraction, at the time of the proposal of the Supervisory Agreement; and XIII – other obligations that, given the circumstances of the specific case, are deemed necessary. § 1º For the purposes of this Chapter, it is considered that the CVM has knowledge of the reported infraction on the date:
I – of the adoption of the measure provided for in art. 5º of this Resolution; II – of the proposal for an administrative inquiry provided for in art. 8º of this Resolution; III – of the conclusion of a supervision report or similar indicating the occurrence of the infraction, after the realization of an on-site inspection; or IV – of the decision that suspends or prohibits activities, in accordance with art. 9º, § 1º, of Law No. 6.385, of 1976. § 2º The deadline for compliance with the Supervisory Agreement is non-extendable, except for supervening reasons not attributable to the compromisor, and as such recognized by the CAS. § 3º The celebration of the Supervisory Agreement by the CVM suspends the statute of limitations within the administrative scope with respect to its signatory.

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 45, DE 31 DE AGOSTO DE 2021 § 4º The administrative agreement in a supervision process celebrated by the CVM, concerning the practice of infractions of legal or regulatory norms whose compliance falls under its supervision, does not affect the action or legal prerogatives of the Public Ministry, with which the CVM will act in coordination, or of other public institutions or self-regulatory entities within the scope of their respective competencies, nor the legal duty to communicate indications of crimes with public criminal action. § 5º The effects of the Supervisory Agreement may be extended to companies of the same group, de facto or de jure, and to their executives, administrators, employees, former executives, former administrators, and former employees involved in the infraction, provided that they sign the respective instrument together with the proposing legal entity. § 6º Adherence to the agreement signed by the proposer, even if formalized in a separate document and at a subsequent moment, when admitted by the CAS, according to criteria of convenience and opportunity, has the same effect as joint signature. § 7º If the legal entity is not the proposer of a Supervisory Agreement, this does not prevent its executives, administrators, employees, or former executives, former administrators, and former employees from proposing it, in which case, if the agreement is signed, the benefits do not extend to it. § 8º The signing of the Supervisory Agreement does not exempt the signatory from the obligation to fully repair any damage caused by their conduct. Art. 102. The Supervisory Agreement must be published, clearly and sufficiently for understanding of its clauses, in the “Electronic Diary” section of the CVM's page on the worldwide computer network, within 5 (five) days, counted from its signature. Sole paragraph. The publication referred to in the caput must not contain information about the identity of the signatories of the Supervisory Agreement.
Section V – Maintenance of Confidentiality
Art. 103. The content of the celebrated Supervisory Agreement, the conduct history, the identity of the signatories, the related documents, and their specific information must be kept confidential from the general public until the judgment of the process by the CVM. § 1º The CVM must grant confidential treatment to the signatory of the Supervisory Agreement's commercially sensitive documents and information, observing the requirements of this Resolution and the right of defense of the other represented parties in the administrative process.

Item II with wording given by CVM Resolution No. 235, of November 21, 2025.
Section VI – Compliance with the Supervisory Agreement
Art. 104. The supervision of compliance with the obligations assumed in the Supervisory Agreement is the responsibility of the SPS, in cases of administrative inquiries or after the instigation of an administrative sanctioning process, or of the superintendency affected by the merits of the process, in cases of accusation term, in coordination with the CAS. Art. 105. The Rapporteur of the administrative sanctioning process, prior to including the process in the judgment agenda, must request a detailed report from the CAS regarding the compliance with the obligations by the signatory. Sole paragraph. The Rapporteur is entitled to request the signatory's manifestation regarding the CAS's detailed report.

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 45, DE 31 DE AGOSTO DE 2021 Art. 106. In the judgment session of the administrative sanctioning process, the compliance with the obligations assumed in the Supervisory Agreement must be ratified by the Collegiate Body, which is responsible for evaluating cumulatively:
I – the fulfillment of the conditions stipulated in the agreement; II – the effectiveness of the cooperation provided; and III – the good faith of the signatory regarding the compliance with the agreement. Sole paragraph. In the evaluation referred to in the caput, the individual collaboration of each of the signatories must be considered. Art. 107. If the Supervisory Agreement is ratified by the CVM, the following must be decreed in favor of the signatories who qualify first:
I – the extinction of the administrative public punitive action, in the event that the Supervisory Agreement proposal was presented without the CVM having prior knowledge of the reported infraction; or II – the reduction of 1/3 (one third) to 2/3 (two thirds) of the penalties applicable in the administrative sphere, in the event that the CVM had prior knowledge of the reported infraction. § 1º The natural or legal person who is not the first to qualify with respect to the reported or under-investigated infraction may benefit exclusively from the reduction of 1/3 (one third) of the penalty applicable to them. § 2º In the event of item II, of the caput, the Collegiate Body must observe the following criteria for fixing the percentage of reduction of the penalties applicable in the administrative sanctioning process instigated to investigate the infraction that the agreement treats:
I – importance of the information, documents, and evidence presented by the signatory; II – the moment when the proposal was presented; and III – the individual collaboration of each of the signatories. Art. 108. Non-compliance with the Supervisory Agreement implies the non-obtention of the benefits provided for in art. 107 and may be declared:
I – by the CAS, based on the information collected in accordance with art. 104, with appeal to the Collegiate Body; 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 45, DE 31 DE AGOSTO DE 2021 II – by the Collegiate Body, in accordance with art. 106.
CHAPTER VI – FINAL PROVISIONS
Art. 109. Credits resulting from fines applied in an administrative sanctioning process, not paid at maturity, are increased by late payment interest, equivalent to the reference rate of the Special Settlement and Custody System – SELIC for federal bonds, accumulated monthly, until the last day of the month prior to the month of payment, and by 1% (one percent) in the month of payment, in accordance with the provisions of art. 30 of Law No. 10.522, of July 19, 2002. Art. 110. The late payment interest incident on credits resulting from fines applied by the CVM in an administrative sanctioning process that, due to appeal, are confirmed by the higher instance, are counted from the maturity of the obligation, provided for in the notification of the first-instance decision. Art. 111. The due dates of the fines referred to in art. 109 correspond to the 30th (thirtieth) day after the date of filing the applicable appeal in each case or, in the event of no appeal being filed, to the 30th (thirtieth) day after the end of the deadline to appeal. Art. 112. The provisions of Chapter III, Section VII, of this Resolution apply, where applicable, to the infractions referred to in Law No. 9.613, of March 3, 1998, and its regulation within this Authority. Art. 113. An act of the General Superintendent and the Chief Prosecutor may provide for other hypotheses beyond that described in art. 7º, §3º, in which the preparation of a legal opinion may be dispensed with. Art. 114. Unless otherwise provided by law, the procedures provided for in this Resolution may be carried out electronically, in the manner to be regulated by the CVM. § 1º Testimonies taken within the scope of administrative sanctioning processes or in the instruction phase of these processes may be collected by tele or videoconference, observing the provisions in Annex D. § 2º Exceptionally, in the cases indicated in a Presidential Ordinance of the CVM, the judgment sessions of the administrative sanctioning processes, referred to in Chapter III, Section VI, of this Resolution, may be held partially or exclusively by videoconference, observing the provisions in Annex E. Art. 115. The following are revoked:
I – CVM Deliberation No. 501, of March 3, 2006;

Item V with wording given by CVM Resolution No. 179, of February 14, 2023.
VI – trading of securities during periods in which such trading is prohibited due to imminent disclosure of quarterly accounting information and annual financial statements of disclosed companies, when the infraction does not R$ 300,000.00 (three hundred thousand reais)

Item III with wording given by CVM Resolution No. 179, of February 14, 2023.
IV – violations of norms that provide for the activities of fiduciary agent; and V – irregular exercise of independent auditor activity.
R$ 600,000.00
(six hundred thousand reais)
GROUP III
I – related to the fixing of the issue price in the context of a capital increase of a disclosed company through subscription of shares; II – related to the preparation of financial statements of disclosed companies, foreign companies, incentivized companies, and investment funds, including the R$ 3,000,000.00 (three million reais)

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. 45, OF AUGUST 31, 2021

non-compliance with a determination to republish made by the CVM; III – related to the allocation and retention of profits in publicly held companies, as well as to the payment of dividends; IV – violations that constitute serious infractions to the rules governing the activity of a fiduciary agent; V – non-compliance with the fiduciary duties of statutory auditors; VI – irregular exercise of the activity of an autonomous investment agent, securities analyst, and securities consultant, registrar, and custodian; VI – irregular exercise of the activity of an investment advisor, securities analyst, and securities consultant, registrar, and custodian;

Item VI with wording given by CVM Resolution No. 179, of February 14, 2023.
VII – obstruction of CVM oversight;
VIII – violations of the rule governing the activity of securities portfolio management; IX – violations of the rule governing the activities of securities registration, securities custody, central securities depository, and intermediation of operations in regulated securities markets; and

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

IX – violations of the rule governing the activities of securities registration, securities custody, central securities depository, and intermediation of operations in regulated securities markets;

Item IX with wording given by CVM Resolution No. 235, of November 21, 2025.
X – violations of the rules governing the activities of independent auditors.
X – violations of the rules governing the activities of independent auditors;
Item X with wording given by CVM Resolution No. 235, of November 21, 2025.
XI – violations of the rule governing the activities of organized over-the-counter market administration.
Item XI included by CVM Resolution No. 235, of November 21, 2025.

GROUP IV
I – violations that constitute serious infractions to the rule governing the activity of securities portfolio management; II – violations that constitute a serious infraction to the rule governing the activities of securities registration, securities custody, central securities depository, and intermediation of operations in regulated securities markets; III – violations that constitute serious infractions to the rules governing the activity of independent auditors; R$ 10,000,000.00 (ten million reais)

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

IV – irregular exercise of the activity of fiduciary agent, securities registration, securities custody, and central securities depository; V – related to the exercise of shareholder voting rights in a conflict of interest situation; VI – related to the exercise of administrator voting rights in a conflict of interest situation; VII – violations of the rule governing public offerings for the distribution of securities, including those distributed with restricted efforts; VII – violations of the rule governing public offerings for the distribution of securities;

Item VII with wording given by CVM Resolution No. 162 of July 13, 2022.
VII – violations of the rule governing public offerings for the distribution of securities;
Item VII with wording given by CVM Resolution No. 235, of November 21, 2025.
VIII – related to public offerings for the acquisition of shares.
VIII – related to public offerings for the acquisition of shares;
Item VIII with wording given by CVM Resolution No. 235, of November 21, 2025.
IX – violations that constitute serious infractions to the rule governing the portability of securities;

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

X – violations that constitute serious infractions to the rule governing the activities of organized stock market administration; and XI – violations of the rule governing the activities of organized stock market administration.

Items IX, X, and XI included by CVM Resolution No. 235, of November 21, 2025.

GROUP V
I – non-compliance with the fiduciary duties of administrators of publicly held companies or investment funds, except for specific conduct described in another Group in this Annex; II – violations that constitute serious infractions to the rule governing public offerings for the distribution of securities, including those distributed with restricted efforts; II – violations that constitute serious infractions to the rule governing public offerings for the distribution of securities;

Item II with wording given by CVM Resolution No. 162 of July 13, 2022.
III – violations that constitute a serious infraction related to public offerings for the acquisition of shares, including those distributed with restricted efforts; III – violations that constitute a serious infraction related to public offerings for the acquisition of shares;
Item III with wording given by CVM Resolution No. 162 of July 13, 2022.
IV – related to the abuse of control power;
R$ 20,000,000.00
(twenty million reais)

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

V – related to the abuse of voting rights;
VI – related to the creation of artificial demand, supply, or price conditions for securities and the use of non-equitable practices in the securities market, price manipulation, or the execution of fraudulent transactions; VII – related to the use of material information not yet disclosed to the market; VIII – irregular exercise of the activity of securities portfolio management; VIII – irregular exercise of the activity of securities portfolio management;

Item VIII with wording given by CVM Resolution No. 235, of November 21, 2025.
IX – irregular exercise of securities intermediation.
IX – irregular exercise of securities intermediation;
Item IX with wording given by CVM Resolution No. 235, of November 21, 2025.
X – violations that constitute serious infractions to the rule governing the activities of organized stock market administration.
Item X included by CVM Resolution No. 235, of November 21, 2025.

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

ANNEX B TO CVM RESOLUTION NO. 45, OF AUGUST 31, 2021
Serious infractions referred to in Article 64, sole paragraph

Art. 1st The following are considered serious infractions, warranting the application of the penalties provided for in items III to VIII of Article 11 of Law No. 6.385, of 1976:
I – non-compliance with Arts. 115; 116; 117; 153; 154, caput and §§ 1st and 2nd; 155, caput and §§ 1st, 2nd, and 4th; 156, caput and § 1st; 165, caput and §§ 1st and 2nd; Art. 170, §§ 1st and 7th, 201; 202, caput and §§ 5th and 6th; 205, caput and § 3rd; 245; 254-A, caput; and Art. 273 of Law No. 6.404, of 1976; II – non-compliance with a determination by the CVM made under the terms of Article 9, item IV, of Law No. 6.385, of 1976; III – the infractions defined as serious in other CVM rules; and IV – obstruction of CVM oversight. Sole paragraph. For the purposes of this Resolution, obstruction of oversight is understood as the situations in which any of the persons referred to in Article 9, item I, letters "a" to "g", of Law No. 6.385, of 1976, unjustifiably fails to:
I – comply, within the established deadline, with a summons to provide information or clarifications that has been formulated by the CVM; or II – make available to the CVM the books, accounting records, and documents necessary to support its supervisory action.

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

ANNEX C TO CVM RESOLUTION NO. 45, OF AUGUST 31, 2021
Less complex infractions referred to in Article 73 Infractions subject to the simplified procedure referred to in Article 73

Title of ANNEX C with wording given by CVM Resolution No. 235, of November 21, 2025.

Art. 1st The following are considered infractions subject to the simplified procedure:
Art. 1st The following are considered less complex infractions:

Caput with wording given by CVM Resolution No. 235, of November 21, 2025.
I – the securities portfolio manager fails to observe the deadlines for presenting periodic information provided for in the rule governing the administration of securities portfolios; II – the administrator of a company benefiting from resources originating from tax incentives and, where applicable, the liquidator, judicial administrator, judicial manager, intervener, or similar figure, except for the case of communication regarding a material act or fact, fails to, in the manner established in specific rule:
a) observe the deadlines for presenting periodic and occasional information provided for in the rule governing the registration of companies benefiting from resources originating from tax incentives; b) prepare periodic and occasional information provided for in the rule governing the registration of companies benefiting from resources originating from tax incentives; c) observe the deadlines for holding the ordinary general meeting; III – the administrator of a securities issuer, the foreign issuer and its legal representative, and, where applicable, the liquidator, judicial administrator, judicial manager, intervener, or similar figure:
a) except for the cases of communication regarding a material act or fact, fails to, in the manner established in specific rule:

observe the deadlines for presenting periodic and occasional information;
observe the deadlines for holding the ordinary general meeting or, in the case of a foreign issuer, an analogous event that it is obliged to hold;

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

prepare periodic and occasional information;
b) hire an independent auditor in disregard of the rules governing the rotation of independent auditors; III-A – the publicly held company, controlling shareholders, directors, members of the board of directors, and the statutory audit board engage in transactions with the securities issued by the company, or referenced therein, in violation of the blackout period preceding the date of disclosure of the company's quarterly financial information and annual financial statements, in the manner established in specific rule; III-B – the shareholder votes on the general assembly deliberations regarding the appraisal report of assets that contribute to the formation of share capital and the approval of their accounts as administrator;

Items III-A and III-B included by CVM Resolution No. 235, of November 21, 2025.
IV – the fiduciary agent fails to prepare an annual report and to observe the deadlines for its presentation, in the manner established in the rule governing the exercise of its functions; V – the independent auditor:
a) fails to observe the deadlines, provided for in the rule governing the registration and exercise of the independent auditing activity within the securities market:
a) fails to observe the deadlines provided for in the rule governing the registration and exercise of the independent auditing activity within the securities market for:
Letter "a" with wording given by CVM Resolution No. 235, of November 21, 2025.

present periodic and occasional information; and
communicate relevant irregularities to the CVM;
b) fails to prepare and send to the administration and the Statutory Audit Board a detailed report containing its observations regarding the internal controls and accounting procedures of the audited entity, also describing any deficiencies or inefficiencies identified during the course of the work; c) disregard the rotation rules; d) fail to submit, within the regulatory deadline, to a review of its quality control, according to the guidelines issued by the Federal Accounting Council - CFC, which must be carried out by another independent auditor

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

independent, also registered with the CVM, whose choice must be communicated previously to this Autarchy; d) fail to submit, within the regulatory deadline, to a review of its quality control, according to the guidelines issued by the Federal Accounting Council - CFC;

Letter "d" with wording given by CVM Resolution No. 235, of November 21, 2025.
e) fail to comply with the continuing education policy, established according to the guidelines approved by the CFC, with the aim of ensuring quality and full compliance with the rules governing the exercise of the accounting statements auditing activity; e) fail to comply with the continuing education policy, established according to the guidelines approved by the CFC;
Letter "e" with wording given by CVM Resolution No. 235, of November 21, 2025.
f) in the exercise of its activities within the securities market, fail to:

verify:
1.1 if the accounting statements and the audit report were disclosed in the media where their publication is mandatory and if these correspond to the audited accounting statements and the originally issued report;
1.2. if the accounting and financial information and analyses presented in the entity's management report are consistent with the audited accounting statements; and
1.3. if the allocation of the entity's results is in accordance with the provisions of corporate law, its bylaws, and the rules issued by the CVM;
keep in good custody for a minimum period of 5 (five) years, or for a longer period as expressly determined by the CVM, all documentation, correspondence, working papers, reports, and opinions related to the exercise of its functions;
provide access to CVM oversight and provide or allow the reproduction of documents that served as the basis for the issuance of the review report of interim information or audit report;
enable, in the case of substitution by another auditor, safeguarding confidentiality aspects and with prior consent of the audited entity, access by the new contracted auditor to

CVM RESOLUTION NO. 45, OF AUGUST 31, 2021

documents and information that served as the basis for the issuance of the review reports of interim information or audit reports of previous fiscal years;
5. ensure that all partners, directors, managers, supervisors, or any other members, with management functions, in the team designated for the exercise of the auditing activity in entities regulated by the CVM, have been approved in a Specific Technical Qualification Examination for the CVM; and
6. communicate the main audit matters in the audit reports of financial statements of all entities regulated or supervised by the CVM, in accordance with the independent auditing professional standards approved by the CFC;
g) issue an audit report within the securities market:

signed by an independent auditor or technical manager without registration with the CVM;
without the signature of the authorized technical manager, as provided for in the rule governing the registration and exercise of the independent auditing activity within the securities market;
in non-compliance with the structure provided for the document as expressly described in the independent auditing professional standards approved by the CFC;

Letter "g" included by CVM Resolution No. 235, of November 21, 2025.
VI – the credit risk rating agency fails to:
a) make available on its website, the reference form; code of conduct; the description of the rules, procedures, and mechanisms of internal controls, developed for compliance with the rule governing the credit risk rating activity within the securities market; the updated methodologies; the cross-reference table between credit risk ratings on the national and global scales; the credit risk rating reports that it has prepared and their updates; and the preliminary opinions of the agency on the credit risk ratings that are not used by the issuer at the time of the operation's disclosure, even if the agency has not been contracted definitively; b) observe the deadlines for presenting periodic and occasional information; c) disclose, in the credit risk rating reports, the mandatory information required by the rule governing the credit risk rating activity within the securities market;

SECURITIES COMMISSION OF BRAZIL
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 CVM RESOLUTION NO. 45, OF AUGUST 31, 2021 d) differentiate, from the use of symbols, between classifications issued for structured financial products and those intended for other financial assets; VII – the issuing company of investment certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual and cinematographic works fails to observe the deadlines for presenting the following reports provided for in the regulation that provides for the issuance and distribution of investment certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual and cinematographic works:
a) regarding the subscription of quotas; b) of project evolution; and c) containing information regarding the earnings resulting from the commercialization of the project; VIII – the Municipality issuing Certificates of Additional Construction Potential – CEPAC fails to observe the deadline for presenting the periodic information provided for in the regulation that provides for the trading records and public distribution of certificates of additional construction potential; IX – the leading institution of the distribution, within the deadlines provided for in the regulations that provide for public distribution offers of securities, in the primary or secondary markets, fails to:
IX – the leading institution of the distribution, within the deadlines provided for in the regulations that provide for public distribution offers of securities, in the primary or secondary markets, fails to:

Item IX with wording given by CVM Resolution No. 235, of November 21, 2025.
a) send to the CVM a report indicating the consolidated movement of distribution of securities; b) authorize the release of the unused balance of the reserve deposits for subscription or acquisition of securities subject to a public distribution offer in favor of the respective depositors; and c) observe the deadline for sending to the CVM the communication of the start and the closing statement of the public distribution offer with restricted efforts, or the additional communications, in case of non-closure of the offer within the regulatory deadline; c) REVOKED
Clause “c” revoked by CVM Resolution No. 162 of July 13, 2022.

Item X revoked by CVM Resolution No. 162 of July 13, 2022.
XI – the institution administering index funds and, when applicable, the intervenor, judicial administrator, or liquidator, in accordance with the regulation that provides for the constitution, administration, and functioning of index funds, with quotas negotiable in a stock exchange or organized over-the-counter market, fails to:
XI – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, temporary administrator, or liquidator of an investment fund in a market index whose quotas are negotiable in a stock exchange or organized over-the-counter market, fails to:
Item XI with wording given by CVM Resolution No. 235, of November 21, 2025.
a) observe the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund; b) send to the CVM, on the date of the first subscription of quotas, the registration number of the fund in the National Registry of Legal Entities – CNPJ; c) provide, in the bylaws, for the fixing and payment conditions of the administration fees, and, if applicable, the entry and exit fees; c) provide, in the bylaws, for the fixing and payment conditions of the administration fees, management fees, and, if applicable, the entry and exit fees;

Clause “c” with wording given by CVM Resolution No. 235, of November 21, 2025.
d) observe the rules for subscription and redemption of index fund quotas; e) observe the deadline for convening a general meeting of quota holders; f) disclose, daily, to the stock exchange or entity of the organized over-the-counter market in which the fund quotas are admitted to trading, the net asset value per quota, the composition of the fund's portfolio, and the value of its net assets; and g) observe the deadline to promote the division of the fund's assets among the quota holders, in the event of liquidation of the fund by instruction of the general meeting; g) observe the deadline to promote the division of the fund's assets among the quota holders, in the event of liquidation of the fund by instruction of the general meeting;
Clause “g” with wording given by CVM Resolution No. 235, of November 21, 2025.
XII – the institution administering investment funds in credit rights – FIDC, investment funds in non-standardized credit rights – FIDC-NP, investment funds in quotas of investment funds in credit rights – FIC FIDC, and investment funds in credit rights within the scope of the Program for Incentive to the Implementation of Projects of Social Interest – FIDC-PIPS, in accordance with the regulations that govern the constitution and functioning of these funds, fails to:
XII – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, temporary administrator, or liquidator of an investment fund in credit rights and an investment fund in credit rights – public and social interest projects, fails to:
Item XII with wording given by CVM Resolution No. 235, of November 21, 2025.
a) observe the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund; b) observe the deadline to inform the CVM of the date of the first subscription of quotas and the closure of each distribution of quotas of closed-end funds; c) observe the deadline for convening a general meeting of quota holders; d) observe the deadline to disclose to the quota holders the decisions of the general meeting; and

Clause “e” with wording given by CVM Resolution No. 235, of November 21, 2025.
XIII – the institution administering real estate investment funds, and, when applicable, the intervenor, judicial administrator, or liquidator, in accordance with the regulation that provides for the constitution, functioning, and administration of these funds, fails to:
XIII – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, temporary administrator, or liquidator of real estate investment funds, fails to:
Item XIII with wording given by CVM Resolution No. 235, of November 21, 2025.
a) observe the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund; b) observe the deadline for convening a general meeting of quota holders; and c) provide, in the bylaws, for the fixing and payment conditions of the administration fees, and, if applicable, the entry and exit fees; c) provide, in the bylaws, for the fixing and payment conditions of the administration fees, management fees, and, if applicable, the entry and exit fees;
Clause “c” with wording given by CVM Resolution No. 235, of November 21, 2025.
XIV – the institution administering investment funds in participations, and, when applicable, the intervenor, judicial administrator, or liquidator, in accordance with the regulation that provides for the constitution, functioning, and administration of these funds, fails to:
XIV – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, temporary administrator, or liquidator of investment funds in participations, fails to:
Item XIV with wording given by CVM Resolution No. 235, of November 21, 2025.
a) observe the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund;

Clause “c” with wording given by CVM Resolution No. 235, of November 21, 2025.
XV – the institution administering the Time Service Guarantee Fund Investment Fund and, when applicable, the intervenor, judicial administrator, or liquidator, in accordance with the regulation that provides for the constitution, functioning, and administration of these funds, fails to:
XV – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, judicial administrator, or liquidator, of the Time Service Guarantee Fund Investment Fund, fails to:
Item XV with wording given by CVM Resolution No. 235, of November 21, 2025.
a) observe the deadlines for presenting periodic and occasional information, including those related to the liquidation and closure of the fund; and b) provide, in the bylaws, for the fixing and payment conditions of the administration fees, and, if applicable, the entry and exit fees; b) provide, in the bylaws, for the fixing and payment conditions of the administration fees, management fees, and, if applicable, the entry and exit fees;
Clause “b” with wording given by CVM Resolution No. 235, of November 21, 2025.
XVI – the institution administering funds for the financing of the national cinematographic industry – FUNCINE, and, when applicable, the intervenor, judicial administrator, or liquidator, in accordance with the regulation that provides for the constitution, administration, functioning, and disclosure of information of these funds, fails to:
XVI – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, temporary administrator, or liquidator, of funds for the financing of the national cinematographic industry, fails to:
Item XVI with wording given by CVM Resolution No. 235, of November 21, 2025.

SECURITIES COMMISSION OF BRAZIL
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 CVM RESOLUTION NO. 45, OF AUGUST 31, 2021 a) observe the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund; b) send to the CVM, within 10 (ten) days after the end of the subscription of fund quotas, the registration number of the fund in the National Registry of Legal Entities – CNPJ and the list of quota subscribers of the fund; and c) observe the deadline for convening a general meeting of quota holders; XVII – the institution administering privatization mutual funds – FGTS and, when applicable, the intervenor, judicial administrator, or liquidator, in accordance with the regulation that provides for the constitution, administration, and functioning of privatization mutual funds – FGTS intended for the acquisition of securities, with resources available from the linked account of the Time Service Guarantee Fund – FGTS, fails to observe:
XVII – the fiduciary administrator and the resource manager, as applicable, and, when applicable, the intervenor, temporary administrator, or liquidator, of privatization mutual funds – FGTS intended for the acquisition of securities with resources available from the linked account of the Time Service Guarantee Fund – FGTS, fails to observe:

Item XVII with wording given by CVM Resolution No. 235, of November 21, 2025.
a) the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund; b) the deadline for convening a general meeting of quota holders; c) the deadline for convening a meeting to elect its successor or deliberate the incorporation of the privatization mutual fund – FGTS; and c) the deadline for convening a meeting to elect its successor or deliberate the incorporation of the privatization mutual fund – FGTS; and
Clause “c” with wording given by CVM Resolution No. 235, of November 21, 2025.
d) the rules for payment and redemption deadline to quota holders of the privatization mutual funds – FGTS;

Item XVIII with wording given by CVM Resolution No. 235, of November 21, 2025.
a) observe the deadlines for presenting periodic and occasional information, including those related to the spin-off, merger, incorporation, transformation, and liquidation of the fund; b) observe the deadline to inform the CVM of the date of the first subscription of fund quotas; c) observe the deadline for convening a general meeting of quota holders; d) observe the deadline to disclose to the quota holders the decisions of the general meeting; e) provide, in the bylaws, for the fixing and payment conditions of the administration fees, and, if applicable, the entry and exit fees; and e) provide, in the bylaws, for the fixing and payment conditions of the administration fees, management fees, and, if applicable, the entry and exit fees;
Clause “e” with wording given by CVM Resolution No. 235, of November 21, 2025.
f) observe the deadline to promote the division of the fund's assets among the quota holders, in the event of liquidation of the fund by instruction of the general meeting; f) observe the deadline to promote the division of the fund's assets among the quota holders, in the event of liquidation of the fund by instruction of the general meeting;
Clause “f” with wording given by CVM Resolution No. 235, of November 21, 2025.
g) observe the adequacy between the assets comprising the portfolio and the redemption and liquidity rules provided for in the bylaws or in the regulations governing the fund; and
Clause “g” included by CVM Resolution No. 235, of November 21, 2025.
h) deliver complete, consistent periodic or occasional information with content in conformity with the regulations governing the fund;

Clause “h” included by CVM Resolution No. 235, of November 21, 2025.
XIX – the formal non-observance of the duties of client identification and maintenance of records provided for in art. 10 of Law No. 9.613, of March 3, 1998; XIX – the formal non-observance of the duties of client identification and maintenance of records provided for in art. 10 of Law No. 9.613, of March 3, 1998;
Item XIX with wording given by CVM Resolution No. 235, of November 21, 2025.
XX – the public offer of collective investment contracts related to hotel enterprises, without obtaining or dispensing from registration; and XX – the public offer of collective investment contracts related to hotel enterprises, without obtaining or dispensing from registration;
Item XX with wording given by CVM Resolution No. 235, of November 21, 2025.
XXI – the irregular exercise of the activity of portfolio administration, without CVM registration.
XXI – the exercise of the activity of securities portfolio administration without CVM registration;
Item XXI with wording given by CVM Resolution No. 235, of November 21, 2025.
XXII – the member of the distribution system and the securities consultant, legal entity, fails to:
a) adopt specific internal policies related to the recommendation of complex products, in the manner established in specific regulation; and b) indicate a statutory director responsible for compliance with the regulation that provides for the duty of verification of the adequacy of products, services, and operations to the client's profile and inform their appointment or replacement, in the manner established in specific regulation; XXIII – the member of the distribution system, on its own behalf and on behalf of third parties, in the negotiation of securities in regulated securities markets:
a) use checking accounts with more than 2 (two) holders;

SECURITIES 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. 45, OF AUGUST 31, 2021

b) accept or execute orders from clients who are not previously registered or whose registrations are outdated, outside the hypotheses permitted in the regulation governing the intermediation of operations in regulated securities markets;

c) allow the exercise of activities inherent to members of the securities distribution system by persons not authorized by the CVM for this purpose;

d) exercise the activity of portfolio management without the corresponding authorization from the CVM;

e) allow members of the securities distribution system under its responsibility to perform activities for which they are not expressly authorized by the CVM;

f) charge clients brokerage fees or any other commission related to negotiations with securities during the period of their public distribution, outside the hypotheses permitted in the regulation governing the intermediation of operations in regulated securities markets;

g) maintain an employment relationship or service provision contract with analysts, investment advisors, consultants, or securities managers who are not expressly authorized by the CVM to exercise these activities;

h) execute transfers of funds between checking accounts of clients with different ownership, except for the exceptions provided for in law or in the regulations issued by the CVM and by the entity administering the organized market in which the intermediary is authorized to operate;

i) perform financial movements or custody transfers without authorization from the client, except for the exceptions provided for in law or in the regulations issued by the CVM and by the entity administering the organized market in which the intermediary is authorized to operate;

j) grant clients financing and loans for operations in the securities market under conditions different from those provided for in the specific regulation on the intermediation of operations carried out with securities;

k) allow the presence of clients, in any hypothesis, in the environment of the trading desk;

l) apply, in the constitution and operation of its portfolio, resources from clients;

m) fail to disclose policies, rules, procedures, and internal controls adopted, as well as their updates, on its website, and observing the provisions of the specific regulation on the activity of investment advisor;

n) fail to appoint a responsible director in charge of investment advisors, as well as to identify him and provide his contact data on a website, in the manner established in a specific regulation; and

o) fail to update, on its own website and on the website of the accrediting entity, the list of investment advisors hired by it, in the manner established in a specific regulation;

XXIV – the investment advisor:

a) exercise, cumulatively, conflicting activities, such as portfolio management, consulting, and analysis of securities;

b) use materials that do not comply with the regulations governing the use of materials in the exercise of the activity of investment advisor;

c) in the case of affiliation with more than one intermediary, fail to observe the abstention from making references to the products, communication channels, and other information of the intermediaries by which it was hired, in a way that could cause doubts about which intermediary the information refers to;

d) in the form of a legal entity, fail to inform the website on which the list of natural person investment advisors authorized to act as partners, employees, or contractors can be consulted, in the manner established in a specific regulation; and

e) in the form of a legal entity, fail to inform the appointment or replacement of the responsible director, in the manner established in a specific regulation;

XXV – the custodian fails to:

a) disclose, on its website, the documents necessary for the transfer of custody to another custodian, in the manner established in a specific regulation;

b) inform the client of the non-conformity of the documentation delivered for the purpose of carrying out the transfer, in the manner established in a specific regulation; and

c) indicate:

statutory director responsible for compliance with regulations on the provision of securities custody services and inform the appointment or replacement thereof, in the manner established in a specific regulation; and
statutory director responsible for the supervision of the procedures and internal controls adopted in the provision of custody services and inform the appointment or replacement thereof, in the manner established in a specific regulation;

XXVI – the securities registrar fails to:

a) communicate to the CVM the celebration and extinction of a securities registration contract, in the manner established in a specific regulation;

b) disclose, on its website, the documents necessary for carrying out transfers, registrations, and endorsements in securities accounts in the central deposit, in the manner established in a specific regulation; and

c) indicate:

statutory director responsible for compliance with regulations on the provision of securities registration services and the issuance of securities certificates, in the manner established in a specific regulation; and
statutory director responsible for the supervision of the procedures and internal controls adopted in the provision of securities registration services and the issuance of securities certificates, in the manner established in a specific regulation; and

XXVII – securities market participants, subject to obligations in the manner established in the regulation governing the prevention of money laundering, terrorism financing, and financing of the proliferation of weapons of mass destruction – AML/CFT within the securities market and, when applicable, the statutory director responsible for compliance with the regulations established for AML/CFT, fail to:

a) indicate a statutory director responsible for compliance with the regulations established for AML/CFT, in particular, for the implementation and maintenance of the respective AML/CFT policy compatible with the nature, size, complexity, structure, risk profile, and business model of the institution, in order to ensure the effective management of the AML/CFT risks identified, in the manner established in a specific regulation;

b) elaborate the AML/CFT policy, in the manner established in a specific regulation; and

c) elaborate a report on the internal risk assessment of AML/CFT, in the manner established in a specific regulation.

Items XXII to XXVII included by CVM Resolution No. 235, of November 21, 2025.

ANNEX D TO CVM RESOLUTION NO. 45, OF AUGUST 31, 2021
Testimonies by tele or videoconference referred to in art. 114, § 1º

Art. 1º This annex provides for the procedures to be observed in the conduct of testimonies by tele or videoconference.

Art. 2º The summons for the testimony must:

I – expressly indicate its realization by means of tele or videoconference, as well as the information necessary for access and the other instructions for its realization;

II – inform the phone numbers and electronic addresses of the CVM servers involved in the realization of the diligence, which must be able to resolve any eventual doubts;

III – be sent at least 10 (ten) days in advance, in accordance with art. 25, § 4º, of this Resolution;

IV – inform the possibility of participation of the witness's lawyers.

Art. 3º The testimonies must be recorded by the CVM and become part of the administrative process or administrative inquiry records corresponding, and the delivery of an electronic copy must be granted, upon written or oral request.

Art. 4º In carrying out the diligence, the responsible superintendency must ensure that:

I – all public servants involved in taking testimonies are identified;

II – the witness, as well as his lawyers, are identified, by presenting a photo identification document;

III – the witness is informed that, in the capacity of a witness, he must answer questions without failing to tell the truth, under penalty of the crime of perjury, as provided for in art. 342 of the Penal Code; and

IV – at the end of the testimony, an electronic certificate proving its realization is delivered to the witness.

Art. 5º The witness must certify that he has the operational and connection requirements for the realization of the testimony, and must immediately communicate to the CVM Superintendency that summoned him if he does not have access to the necessary technological conditions to perform it remotely.

Art. 6º If the witness wishes to present any documentation, he must do so by sending it via digital protocol or to the electronic addresses, agreed upon with the CVM servers.

Art. 7º The unjustified absence of the witness entails a fine, in accordance with the provisions of specific CVM regulation on punitive fines.

Art. 8º The testimonies determined by the Relator, in accordance with arts. 42 and following of this Resolution, when carried out by tele or videoconference, must observe the provisions of this annex.

ANNEX E TO CVM RESOLUTION NO. 45, OF AUGUST 31, 2021
Judgment sessions by videoconference referred to in art. 114, § 2º

Art. 1º This annex provides for the procedures to be observed in the conduct of judgment sessions by videoconference.

Art. 2º The convocation of the judgment session must expressly indicate its realization in an exclusively digital manner, in accordance with this annex.

Art. 3º The participation of the accused or their attorneys, including for the performance of oral arguments, must be registered by means of a form made available on the CVM website on the internet, up to 3 (three) hours before the scheduled time for the start of the judgment session.

Art. 4º Unless otherwise agreed by the participants themselves, requests for oral arguments must be attended to in chronological order of receipt.

Art. 5º Oral arguments may be performed during the session or by sending a media file to the secretariat, which must provide for its insertion at the appropriate time.

Art. 6º The CVM must make available, up to 1 (one) hour before the judgment session, a link for the participation of the accused, their attorneys, and other interested parties in following the judgment session, the latter in the exclusive condition of listeners.

Art. 7º The sessions will be recorded by the CVM.

Art. 8º In accordance with art. 50, § 2º, of this Resolution, if no accused or none of their respective attorneys constituted in the records manifest the intention to participate in the session, it may be carried out in a restricted manner by voting in an electronic system, dispensing with the videoconference referred to in this annex.

Art. 9º The CVM will not make available to the public rooms or auditoriums for participation in judgment sessions carried out exclusively by videoconference.

Art. 10. The instructions for access to the videoconference must be made available on the CVM website on the internet or sent to the requesters by electronic mail, up to 2 (two) hours before the scheduled time for the start of the judgment session, observing, with respect to those who will participate in the exclusive condition of listeners, the capacity limit of the technology tool used by the CVM, respecting the chronological order of their entry into the system.

Art. 11. The fulfillment of the operational and connection requirements, as well as any other issues unrelated to the CVM, are the exclusive responsibility of the registered participant.

Art. 12. If the accused wishes to present memorials, he must do so by means of a request for scheduling a particular hearing, to be held by video or teleconference, or by sending the documentation via digital protocol or to the institutional electronic addresses, disclosed on the CVM website on the worldwide web.

Art. 13. Digital judgment sessions must be convened at least 15 (fifteen) days in advance, in accordance with art. 49 of this Resolution.

Art. 14. The absence of the accused, or his attorney, registered to perform oral arguments, does not prevent the judgment of the process of his interest.

Art. 15. The CVM will disclose, on its website, the full text of the votes delivered preferably on the date of the judgment and, in any case, within a period not exceeding 24 (twenty-four) hours of the judgment.

CVM Resolution No. 45 of August 31, 2021, with amendments introduced by Resolutions CVM No. 65/22, 162/22, 179/23, and 235/25

Lineage: Amended

Timeline