CVM/SRE Circular Letter 02/2019

COMMISSION OF SECURITIES AND EXCHANGE
SUPERINTENDENCY OF SECURITIES REGISTRATION
CIRCULAR LETTER CVM/SRE No. 02/19
Rio de Janeiro, February 27, 2019
SUBJECT: General guidelines on procedures to be observed by issuers and intermediaries in public offerings of securities.

Dear Director,

This Circular Letter aims primarily to guide securities offerors and intermediary institutions on how to best comply with the regulations governing public offerings of securities. It also presents guidelines on the interpretation and understanding of certain regulatory provisions and, consequently, their application, as adopted by the Superintendency of Securities Registration - SRE.
Observance of the recommendations listed below will contribute to minimizing potential deviations and, consequently, to reducing the need for the SRE to formulate requirements, as well as to allowing the activities of market participants to be carried out efficiently and swiftly, in favor of investor protection and market integrity.
This document consolidates the Circular Letters previously issued by the SRE, without, however, dispensing with the reading of applicable regulations, and updates to corporate and capital market legislation and CVM regulation, especially those occurring after the date of this document, must also be observed. The new guidelines contained herein are highlighted in yellow.
Finally, this Circular Letter does not seek to exhaust all subjects related to the SRE's activity. Any complements and adjustments will be incorporated into future versions of this Circular Letter, to be issued in the coming years.

Sincerely,

(signed original)
DOV RAWET
Superintendent of Securities Registration

CIRCULAR LETTER CVM/SRE No. 02/19

Table of Contents

Communication with the SRE.................................................................................................... 5
Calculation of Deadlines............................................................................................................ 7
Analysis Deadlines in the Event of Automatic Rite Conversion to Ordinary Rite..... 9
Simplified Procedure for Registration of Public Offerings – Agreement................... 10
Inquiries from Regulated Entities (Issuers, Offerors, and Intermediaries) ................................. 11
Requests for Private Hearings......................................................................... 12
Requests for Review and Copies of Administrative Processes................................................... 13
Request for Access to Information......................................................................................... 14
Request for Confidentiality ............................................................................................. 15
Registration Requests for Share Distribution Offers Under Reservation............................... 17
Appeals Against Decisions or Understanding Manifestations of the SRE ......................... 19
Commitment Term.................................................................................................... 20
Risk-Based Supervision Plan – SBR............................................................... 21
Fees for Registration of Public Offerings.................................................... 22
Waivers of Registration Requirements for Public Offerings ............................................... 23
Flexibility of the Prohibition Period for Registration of Public Distribution Offers 24
Private Distribution of Closed-End Investment Fund Shares.............................. 25
Setting of Retail Portions in Public Distribution Offers.............................. 26
Setting of Share Prices in IPOs Below the Disclosed Range .................................... 27
Silence Period – Art. 48, Item IV of CVM Instruction No. 400/2003 ...................... 27
Suspension of Public Distribution Offers of Securities ......................... 28
Inclusion, After Distribution Registration, of Intermediary Institutions in Offers
Under the Rite of CVM Instruction No. 400/2003................................................................ 29
Dynamics Related to Modification of Registered Distribution Offers............... 29
CAV Documentation..................................................................................................... 30
CRIs and CRAs Backed by Credits Considered Real Estate or Credit Rights
Considered Agribusiness by Destination ..................................................................................... 31
Possibility of Issuing CRIs Backed by Credits Guaranteed by Fiduciary Alienation
of Real Estate Property........................................................................................................... 34
Transfer to the Securitization Company of the Credits Composing the Backing in CRI and CRA Operations................................................................................................................................. 35
Possibility of Distribution Period of up to 2 Years in Open FIDC Offers ..... 36
Portfolio Manager Acting with Distributor ................................................... 38
Fiduciary Agent .............................................................................................................. 39
Cancellation of Issuer Registration – TENDER OFFER.................................................................. 40
Discontinuation of BDR Program........................................................................... 41
Tender Offer Registration Request ............................................................................................... 42
Update of Valuation Report in Tender Offer ................................................................. 43
Interpretation of Article 37, §1º of CVM Instruction No. 361/2002................................... 44
Distribution Offers Conducted Through Crowdfunding........................................ 44
Virtual Assets and Public Offerings - ICO .......................................................................... 45
Guidelines for the Preparation of the Prospectus and Other Public Distribution Offer Documents
........................................................................................................................... 47
38.1. General Guidelines................................................................................................... 47
38.2. Rules on the Preparation and Disclosure of Information....................................... 47
38.3. Guidelines for Drafting Offer Documents.................................................... 48
38.4. Preliminary Prospectus and Final Prospectus .......................................................... 49
38.5. Availability and Submission of the Prospectus to the CVM....................................................... 50
38.6. Identification of Persons Responsible for the Content of the Prospectus...................... 51
38.7. Non-Applicable Information..................................................................................... 51
38.8. Debtor Information in Corporate CRIs and CRAs......................................... 51
38.9. Content of Prospectuses for Public Offers of Real Estate Investment Fund Shares
and Participation Investment Fund Shares......................................................................... 51
38.10. Content of Prospectuses for Public Offers of Real Estate Investment Fund Shares
and Participation Investment Fund Shares Requesting Automatic Registration .. 52
38.11. Firm Commitment Placement in Registered Public Distribution Offers......... 52
38.12. Guidelines for Filling Out the Prospectus..................................................... 53
Guidelines Related to Distribution Offers Conducted Under Best Efforts -
CVM Instruction No. 476/2009 ..................................................................................................... 64
39.1. General Guidelines................................................................................................... 64
39.2. Information Reception System for Offers with Restricted Efforts and Waivers
of Art. 5 of CVM Instruction No. 400/2003 ............................................................................... 65
39.3. Interpretation of Art. 9 (4-month period between offers with restricted efforts) . 66
39.4. "Offer Data" Table of Partial and Closing Forms of
distribution.............................................................................................................................. 67
39.5. Treatment Given to Fund Shareholders Who Do Not Qualify as Professional
Investors in Public Offers with Restricted Efforts ........................................................ 68
Advertising Material......................................................................................................... 69
40.1. Most Common Requirements ......................................................................................... 69
40.2. Institutional Advertising......................................................................................... 72
40.3. Deadlines and Procedures........................................................................................... 73
40.4. Models of Pre-Approved Advertising Material..................................................... 74

COMMISSION OF SECURITIES AND EXCHANGE
SUPERINTENDENCY OF SECURITIES REGISTRATION

Communication with the SRE

Direct customer service activities for offerors and intermediaries are divided within the SRE between the Registration Departments (GER-1 and GER-2), according to the securities issued, as per the table below:

Securities (Offers) Departments
Shares GER-2
Sponsored and Non-Sponsored BDRs - Levels 1, 2, and 3 GER-2 DR Program - Levels 1, 2, and 3 GER-2 Subscription Warrants GER-2 Bank Credit Notes - CCB GER-2 Audiovisual Certificates - CAV GER-2 Securities Deposit Certificates ("units") GER-2 Structured Operations Certificates - COE GER-2 Additional Construction Potential Certificate – CEPAC GER-2 Agribusiness Receivables Certificates - CRA GER-1 Real Estate Receivables Certificates - CRI GER-1 Collective Investment Contract - CIC GER-2 Crowdfunding GER-2 Debentures GER-2 National Cinematographic Industry Financing Fund - Funcine GER-2 Credit Rights Investment Fund - FIDC GER-1 Non-Standardized Credit Rights Investment Fund - FIDC NP GER-1 Participation Investment Fund - FIP GER-2 Real Estate Investment Fund - FII GER-2 Financial Notes GER-2 Promissory Notes GER-2 Public Offers for Acquisition of Shares – OPA GER-1

Enforcement activities are conducted by the respective registration departments (GER-1 and GER-2) once potential irregularities in cases related to registered offers are verified, and also through more comprehensive supervisory actions, including waived registration offers and review of complaints and reports, activities performed by GER-3.

All documents to be sent to the SRE (including, for example, requests for offer and OPA registration, responses to letters, inquiries, etc.) must be sent electronically.

To this end, the regulated entity can choose between two paths: i. via the CVM digital protocol (recommended); or ii. via physical protocol at the CVM offices.

On 01/07/2019, the new model of digital protocol for documents submitted to the CVM became operational, through which these are sent directly to the area of interest. The "Digital Protocol" tool is a new functionality inserted in the context of the "Digital Citizenship Platform" and conferred greater agility and efficiency to the act of filing documents with the Autarchy. For example, while the limit for sending via the previous functionality, "Document Protocol" in the "Citizen Service" section on the CVM website, was 10 documents and 15 MB total per protocol, the "Digital Protocol" accommodates the receipt of files with a size of up to 50 MB.

Initially, a brief registration on the Services Portal, which can be accessed via www.servicos.gov.br, will be required. On the next page, in the search field, type "Protocol CVM". After that, an electronic form must be filled out, files attached, and sent.

For more information on the use of the system, we suggest consulting the information provided at http://www.cvm.gov.br/menu/atendimento/protocolodigital.html, including viewing the explanatory video available. In case of other doubts regarding the use of the new functionality, the Information Management Division ("DINF") should be contacted via the electronic address dinf@cvm.gov.br.

Through the CVM website ("Digital Protocol"), the petition presented must list in sequential order all attachments or documents referenced therein.

The names of the files sent electronically must necessarily include the attachment number appearing in the petition and the name of the attachment, not exceeding 40 characters (prospectus, reservation request, distribution contract, response to Letter xxx, etc.). Documents must be saved in PDF (Portable Document Format) non-editable format, in one file per document or attachment. Documents produced by the petitioner themselves must be sent in searchable PDF format.

In the case of physical protocol, the petition must be accompanied by non-rewritable media (CD or DVD), which will contain all attachments or documents referenced in the petition (including the petition itself), respecting the guidelines set forth in the paragraphs above.

The documents must be saved directly in the root directory of the CD/DVD, without using an archive folder. These attachments should not be sent physically to the CVM.

We request observing the correct addressing in the presentation/protocol of the petition, including regarding the department responsible for the subject within the SRE, as indicated above, in order to allow the best progress of the analysis deadline, which will only begin upon acceptance of the material in the area to which it is destined. Furthermore, we alert that all petitions must present the name, direct phone number, and contact email of their responsible parties, in order to facilitate communication and/or sending of Letters.

Additionally, we reiterate the guidelines provided through CIRCULAR LETTER CVM/SEP/SRE 01/18, regarding distribution registration requests for public offerings of securities issued by companies undergoing initial registration analysis, in the sense that those requests and the documents supporting them must also be submitted via the Empresas.NET System. We emphasize that submission via the Empresas.NET System will not be considered for the purpose of the distribution registration protocol with the SRE, therefore not triggering the start of the analysis deadlines.

SRE letters, in response to requests and inquiries, will be sent to the email address registered with the CVM by the regulated entity or to the email specifically indicated in the initial request for receiving responses.

The rules set forth above do not replace the guidelines provided in the case of sending documents and petitions in a confidential or reserved manner (for example, Art. 9-A, sole paragraph, of CVM Instruction No. 361/2002; Art. 57 of CVM Instruction No. 400/2003; CVM Deliberation No. 809/2019), which must continue to observe the existing guidelines (see also items 9 "Request for Confidentiality" and 10 "Registration Requests for Share Distribution Offers Under Reservation" of this Circular Letter).

Calculation of Deadlines

In the calculation of deadlines, the rule established by Art. 66 of Law No. 9.784/1999, which regulates the administrative process within the federal public administration, must be observed. In this sense, the calculation of deadlines in the aforementioned processes is similar to that established by Article 224, caput and §1º, of Law No. 13.105/2015.

Thus, in the calculation of the deadline, the starting day must be excluded and the due day included.

In the event that the starting day or the due day falls on a day when the CVM headquarters (Rio de Janeiro) is not in operation, such as Sundays and national or municipal holidays, the term is extended to the next business day.

Additionally, as determined by Article 23 of Law No. 9.784/1999, process acts must be carried out on business days, during the normal working hours of the agency where the process is pending.

Thus, on dates when the CVM headquarters operates on a partial schedule, closing before normal hours, deadlines will be extended to the next business day. On the other hand, when the CVM headquarters operates on a partial schedule and the business day ends at the normal hour, in accordance with Art. 66, §1º, of Law No. 9.784/1999, this day will be considered in the pending deadline.

It should be noted that the protocol of documentation directed to the SRE or its respective Departments in a city other than its location, although admissible, does not affect the calculation of the deadline, which continues to be governed by the location of the CVM headquarters (Rio de Janeiro).

Specifically regarding offer registration requests for distribution, excluding share offers, notably regarding the analysis deadline for requirements formulated by the SRE at the time of adapting curable defects, we clarify that the period referred to in §2º of Art. 16 of CVM Instruction No. 400/2003 will begin after the sending of the last documentation protocolled within the deadline for compliance referred to in §1º of the aforementioned article. The reservation made for share offers arises from the fact that, in this case, some documents are only produced and/or signed upon the conclusion of the bookbuilding procedure, such as the distribution contract and adherence terms, as well as corporate acts approving the issuance price. Moreover, due to the flow of the admission process for trading within B3, it is customary for the declaration regarding the approval for trading of shares in that market to only be available on a date already close to the end of the SRE's analysis period. Thus, specifically regarding the cited documents or others that are justifiably in the same situation regarding their preparation, such documents are accepted without restarting the calculation of the deadline for analyzing curable defects.

Documents sent to the SRE, when protocolled after 6:00 PM or on non-business days, will be considered as having been protocolled on the following business day. The practical effect of this is that the analysis deadline would begin on the business day following the date of the protocol. That is, for example, if a certain document was protocolled at 7:00 PM on Wednesday, the protocol date would be considered Thursday, and the SRE's analysis deadline would begin on Friday.

Analysis Deadlines in the Event of Automatic Rite Conversion to Ordinary Rite

In cases of automatic registration of distribution offers, possible in the case of distribution of structured fund shares, if there is a provision for the use of a Preliminary Prospectus, the automatic registration request must be accompanied by the Market Notice and the Preliminary Prospectus, as disclosed, as well as the draft of the Start Announcement, and the protocol must be made at the CVM on the date of disclosure of the Market Notice. Failure to comply with this guideline will result in the automatic conversion of the analysis to the ordinary rite. If there is no provision for the use of a Preliminary Prospectus, the automatic registration request must be accompanied by the Final Prospectus and the Start Announcement, both in draft form.

In the event of impossibility of automatic distribution registration, the SRE will communicate this situation to the intermediary, once the period provided for automatic grant has elapsed, a period regulated in specific Instructions, namely, 10 business days for distribution offers of shares of Participation Investment Funds - FIP and Real Estate Investment Funds – FII, (respectively CVM Instructions No. 578/2016 and 472/2008) or 5 business days in the case of distribution of shares of Credit Rights Investment Fund – FIDC (CVM Instruction No. 356/2001). Within this letter of communication of impossibility of automatic registration, the requirements will be informed, whose deadline for compliance will be equivalent to the deadline for automatic registration, 10 or 5 business days as the case may be. Compliance with such requirements will be verified by the SRE within an equal period, counted from the protocol of compliance with the requirements.

Having exhausted the steps described in the paragraph above without verifying compliance with the requirements, there will be the conversion of the automatic rite to the ordinary registration rite, in which case the analysis of the request will have deadlines aligned with those provided in CVM Instruction No. 400/2003.

For registration requests for distribution offers of shares of Participation Investment Funds - FIP and Real Estate Investment Funds – FII, the SRE will notify the intermediary, informing them of the change in the analysis rite, communicating the requirements,

be they those not met or eventual new requirements. Regarding this communication, a period of 40 business days (art. 9º, §1º, of CVM Instruction No. 400/2003) will be granted for compliance with requirements, counted from the date of sending the letter from the SRE which initially communicated the impossibility of automatic registration.

The SRE will have 10 business days to analyze this stage of compliance with requirements, after which a period may be granted for the correction of curable flaws eventually identified, which will be 10 business days or the balance of the period for compliance with requirements, according to the calculation considered in the previous paragraph, whichever is greater.

Finally, the SRE will have a period of 10 business days to review this last formulation of requirements for the offering.

In the case of Credit Rights Investment Fund - FIDC, when converting from the automatic procedure to the ordinary registration procedure, the request will henceforth observe the deadlines provided in CVM Instruction No. 400/2003, considering as the starting point for all deadline calculations the date of the initial request protocol, still under the automatic procedure.

Simplified procedure for registration of public offerings – Agreement
The simplified registration procedure for public distribution offerings is regulated by CVM Instruction No. 471/2008.

Based on this instruction, an Agreement was established with the Brazilian Association of Financial and Capital Markets Entities - ANBIMA to carry out preliminary analyses and prepare technical reports regarding requests for registration of public distribution offerings through the simplified procedure, for the following securities:

i. debentures;
ii. promissory notes;
iii. shares of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
iv. subscription warrants of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
v. depositary receipts of shares of the same class and species as others already admitted to trading on a stock exchange or organized over-the-counter market;
vi. real estate receivables certificates;
vii. financial letters;
viii. real estate investment fund shares; and

ix. participation investment fund shares; and

x. credit rights investment fund shares, with the exception of those governed by CVM Instruction No. 444/2006 and/or those enjoying the tax treatment provided for in Law No. 12.431/2011.

The adoption of the simplified procedure will be an option granted to institutions participating in ANBIMA, which may always opt for the use of the ordinary procedure directly with the CVM.

In the case of real estate receivables certificates, the collateral approved for analysis within the scope of the Agreement are: Typical lease contracts; Atypical lease contract (Built to suit); Rural or urban lease contract; Real estate purchase and sale contract; Real estate purchase and sale promise contract; Financing contracts; Real estate CCB or Debenture; and Real right of surface.

With the 4th amendment to the Agreement, signed on 02/26/2018, the procedures related to the analysis by ANBIMA of advertising materials to be used within the scope of public offerings previously analyzed under the terms of the Agreement were improved.

In this sense, a differentiated analysis procedure by the CVM of the ANBIMA report on such documents was instituted, which also came to contemplate the possibility of the CVM, when determining the approval of advertising material, requesting the applicant to comply with certain requirements, allowing the automatic use of the material, without the need for re-examination, once the requirements are met.

The full text of the documents representing the Agreement is available on the CVM website (http://www.cvm.gov.br/convenios/index.html).

We emphasize that requests for registration of public distribution of shares submitted to the simplified procedure may also be subject to a request for reserved analysis, under the terms of CVM Deliberation No. 809/19 – see item 10 – “Requests for registration of public distribution of shares under reserve”.

Inquiries from regulated entities (issuers, offerors, and intermediaries)
Inquiries regarding the application of norms and regulations issued by the CVM and the understanding of provisions of Laws No. 6.385/76 and 6.404/76 must be submitted in writing, via protocol, as guided in item 1 above, by participants or their duly designated representative (accompanied by their respective powers of representation) to the SRE, with the identification of the regulated entity.

The formulation of the inquiry must be clear regarding its object, avoiding generic form and theoretical inquiries, guiding towards the presentation of all elements and arguments deemed important for the CVM's conclusive manifestation.

It is worth highlighting that the presentation of an inquiry by the regulated entity does not exempt it from compliance, within the due deadlines, with legal and regulatory obligations, even if they are the object of the formulated inquiry.

In the case of simple inquiries, which do not require a deepening of the analysis by the SRE, we recommend that their submission be done via the email sreconsultas@cvm.gov.br.

Inquiries and complaints from investors and the general public, which are not directly regulated by the SRE, must be formulated to the Superintendent of Investor Protection and Guidance - SOI through the CVM website (through the Citizen Service - SAC, which can be accessed at http://www.cvm.gov.br/menu/atendimento/cidadao.html).

Requests for meetings with private individuals
Requests for scheduling meetings with organizational components of the CVM must be submitted electronically, through the CVM page on the Internet, in the “Citizen Service” area, selecting, for this purpose, the option “Meetings with Private Individuals”.

The regulated entity is advised to fill out the object of the meeting as completely and in as much detail as possible, and to inform, in the “Subject” field, whenever possible and if applicable, the number of the Letter, Process, or other CVM act to which the subject of the meeting refers. In this request, the clear specification of the subject to be treated must be included.

It is also advisable for the regulated entity to contact the SRE by telephone before scheduling the private meeting in the system, to verify the availability of the schedule.

Confirmation of the scheduling is a prior condition for the holding of the meeting. Meetings and hearings that have not been previously scheduled in the system will not be held.

Requests for inspection and copies of administrative processes
In accordance with paragraph 2 of article 8 of Law No. 6.385/76, all documents and records of administrative processes that are pending or archived at the CVM are public, except those whose confidentiality is indispensable for the defense of intimacy or social interest, or whose confidentiality is assured by express legal provision.

Article 46 of Law No. 9.784/99 – which regulates the administrative process within the Federal Public Administration – must also be kept in mind, which guarantees interested parties the right to inspect the process and to obtain certificates or reprographic copies of the data and documents that integrate it, except for data and documents of third parties protected by confidentiality or by the right to privacy, honor, and image.

In the case of an administrative process for the investigation of illegal acts and unfair practices that is preceded by an investigative stage, the confidentiality necessary for the elucidation of facts or required by public interest will be assured, as provided in paragraph 2 of article 9 of Law No. 6.385/76.

In 2005, the Autarchy regulated, through CVM Deliberation No. 481/05, the granting of inspection of records of administrative processes of any nature instituted within the scope of the CVM.

Requests for inspection of processes pending in this Autarchy must be submitted by presenting a signed petition, specifying that it concerns the granting of inspection and/or copies, with the qualification of the signatories and, in the case of their representatives, accompanied by their respective powers of attorney.

In accordance with paragraph 1 of article 3 of CVM Deliberation No. 481/05, the request must specify the interest of the requester in obtaining access to the records, except when it concerns an accused in an administrative sanctioning process, in which case the granting of inspection will always be assured.

The granting depends on the authorization of the head of the Superintendency responsible for conducting the administrative process or the Relator, in case there is a pending appeal or decision by the Collegiate, with the postponement of the granting of inspection being permitted in the interest of the service when such measure would hinder the performance of an act or the adoption of measures necessary for the conduct of the process.

Furthermore, processes instituted for the purpose of verifying the possible occurrence of violations of legal or regulatory norms whose supervision is incumbent upon the CVM will be conducted under confidentiality, except in cases where the requester has been publicly indicted by the CVM as a possible author of the infraction under investigation, in which case the granting of inspection will be considered mandatory.

It is worth noting that the confidentiality of the process may be lifted by decision of the Superintendent, when he deems it unnecessary for the elucidation of facts and there are no data or information in the records protected by cases of confidentiality assured by express legal provision or for the defense of intimacy or social interest.

As stated in paragraph 2 of article 5 of CVM Deliberation No. 481/05, the provisions in the two paragraphs above, regarding processes for the investigation of irregularities, apply to complaints filed by investors and any other market participants, including regarding inspection requests filed by them.

In administrative sanctioning processes, the accused will be admitted to inspection upon petition addressed to: (i) the Coordination of Process Control – CCP, in processes governed by CMN Resolution No. 454/77; or (ii) the Superintendency that instituted the process, until the eventual filing of an appeal to the Collegiate, in processes governed by CMN Resolution No. 1.657/89, or to the CCP, after the eventual filing of appeals to the Collegiate.

Inspection requests will be analyzed on a case-by-case basis, and in the event of denial of the request, the requesters may appeal to the CVM Collegiate, under the terms of CVM Deliberation No. 463/03.

According to article 3, paragraph 3, of CVM Deliberation No. 481/05, if the denial decision is issued by the Relator, an appeal against his decision may be filed to the Collegiate, within a period of 5 (five) days, counted from the date the interested party becomes aware of it.

For approved requests, the processes will be made available at the Consultation Center – SOI/GOI of this Autarchy, with the indication of the availability period through a letter or email in response to the request.

Without prejudice to the above, requests for access to information may also be made, based on the “Access to Information Law” (see following section).

Request for information access
In view of the institution of Law No. 12.527/2011 (“Access to Information Law” or “LAI”), regulated by Decree No. 7.724/2012, the CVM issued CVM Deliberation No. 710/2013, which establishes the procedures for information access provided for in the aforementioned Law.

In accordance with article 2 of the aforementioned Deliberation, the request for information access must be made electronically on the CVM page on the worldwide web, or physically, at the Citizen Information Service – SIC of the CVM, by filling out a Standard Form.

In the case of partial or total denial of access to information or failure to provide the reasons for the denial of access, the requester may file an appeal, within a period of ten days, counted from the awareness of the decision, to the General Superintendent. If such appeal is denied, the requester may file an appeal within a period of ten days, counted from the awareness of the decision, to the President of the CVM (article 3 of CVM Deliberation No. 710/13).

As provided in article 4 of the aforementioned Deliberation, in the case of omission of response to the request for information access, the requester may file a complaint, within a period of ten days, to the General Superintendent. The period to file a complaint begins thirty days after the presentation of the request for information access.

Finally, if the appeals provided for above are denied or the complaint mentioned in the previous paragraph is fruitless, the requester may file an appeal within a period of ten days, counted from the awareness of the decision, to the Office of the Comptroller General of the Union.

It is important to note that based on art. 13 of Decree No. 7.724/2012 transcribed below, the LAI does not serve to impose the obligation to consolidate or interpret data that are in the possession of the Autarchy, in the event of a request for information about them.

Art. 13. Requests for information access will not be attended:
I - generic;
II - disproportionate or unreasonable; or
III - that require additional work of analysis, interpretation, or consolidation of data and information, or service of production or treatment of data that is not within the competence of the agency or entity.
Sole paragraph. In the case of item III of the caput, the agency or entity shall, if it has knowledge, indicate the location where the information from which the requester can perform the interpretation, consolidation, or treatment of data is located.

Request for confidentiality
In accordance with §2 of article 39 of CVM Instruction No. 400/2003 and item VI of art. 10 of CVM Instruction No. 361/2002, the SRE may request the sending of additional information and documents beyond those required by these Instructions. It may also request, from the offeror and/or the lead institution, clarifications on information and documents sent, granting them a period to comply with the request. Such information and documents will be considered public by the SRE.

As provided in article 9-A of CVM Instruction No. 361/2002, and in other CVM regulations, exceptional requests for confidential treatment of such information and documents must be accompanied by the presentation of the reasons why the offeror believes that their disclosure to the public would put at risk the legitimate interest of the issuer.

Another provision for confidentiality of documents presented to the CVM is that contained in the terms of art. 57 of CVM Instruction No. 400/2003, according to which the offeror may request preliminary confidential analysis, regarding offerings carried out simultaneously in Brazil and abroad, which require registration by a capital market regulatory authority abroad.

The approval of such request will depend, among other things, on the existence of a memorandum of understanding concluded between the CVM and the respective regulatory authority which must grant the registration abroad.

Along with the request, proof of payment of the supervision fee referred to in Law No. 7.940/1989, in the amount due for the request for definitive registration, in cases where it is due, must be attached.

The offeror must commit to submit to the CVM the request for definitive registration immediately after the preliminary analysis is concluded, with the deadlines provided for in arts. 8 and 9 of CVM Instruction No. 400/2003 applying to its analysis.

The confidential treatment of the preliminary analysis will cease immediately if the operation becomes public in other markets or if there is a leak of information about the offering in the Country.

Procedurally, we refer to CVM Instruction No. 361/2002, the Instruction under the tutelage of the SRE that establishes the manner in which documents are sent in confidentiality. After incorporating a suggestion arising from the strategic project conducted by the CVM that sought to reduce market compliance costs, the Instruction in question came to establish that information subject to a request for confidentiality must be sent to the SRE by means of: I – electronic correspondence addressed to the institutional address of the SRE with the subject “request for confidentiality”; or II – sealed envelope, in which the word “confidential” must be prominently displayed.

Subsequently, the implementation of the “Digital Protocol” tool within this CVM occurred, as described in item 1 above, through which it is possible to send directly to the recipient Organizational Component, so that we understand that this functionality is capable of replacing the digital form, via electronic mail, provided for in CVM Instruction No. 361/2002.

Requests for registration of public distribution of shares under reserve
Moving to the reserved nature of requests for registration of public distribution of shares, a possibility introduced by the recently issued CVM Deliberation No. 809/2019, it is important to highlight the following aspects.

With CVM Deliberation No. 809/2019, the CVM began to admit that requests for registration of public distribution of shares of issuers already registered or whose registration process is concomitant with the registration of the public offering be submitted with a request for reserved treatment. The reservation of the request may also be requested in the case of share offerings that follow the procedure provided for in CVM Instruction No. 471/2008, which deals with the simplified procedure preceded by preliminary analysis conducted by self-regulatory entities.

The adoption of such a measure, on an experimental basis, provides the CVM with the opportunity to empirically verify its benefits and the most appropriate procedures for its implementation, for the purpose of eventual definitive inclusion, in the context of the current process of reviewing the regulatory framework for public distribution offerings.

In the case of companies in the process of going public, the existence of safeguards aiming to maintain the reservation of information about their activities submitted to the CVM within the scope of issuer registration requests and share offering requests may represent an incentive for the presentation of such requests, given the uncertainty regarding the success of the fundraising process. Already for follow-on offerings, the analysis process under reserve of requests for registration of public distribution of offerings could reduce the potential for prolonged exposure to market fluctuations that can adversely affect the offering process and harm existing shareholders.

It is worth noting that in the event that information about the request for public offering registration, submitted under a reserved character, escapes control, it is the responsibility of the offeror and the lead intermediary to act so that the appropriate communication to the market is promoted, including acting with the registered issuer so that it proceeds with the immediate disclosure of the registration request, observing the provisions of CVM Instruction No. 358/2002, as well as CVM Instruction No. 471/2008, if applicable.

In this sense, the offeror and the lead intermediary of the distribution must safeguard their interlocutors, emphasizing that the intention to carry out a public distribution of shares must be kept confidential until its regular and widespread disclosure to the market.

Furthermore, in the environment of a request submitted under a reserved character, in cases of requests for registration of secondary public offerings, it is important to alert in the sense that the duty of cooperation of the issuer, stipulated by art. 47 of CVM Instruction No. 400/2003, be exercised observing the reserved character of the request. In this sense, the lead intermediary as well as the offeror must take the necessary measures to ensure that the issuer, when preparing and providing the information that will underpin the distribution offering, does so maintaining the reservation regarding the registration request.

Regarding the procedures for submission, under reserve, of requests for registration of public distribution of share offerings, under the procedure of CVM Deliberation No. 809/2019, we reiterate the guidelines contained in Circular Letter No. 1/2019/CVM/SRE of February 19, 2019.

When submitting the request for registration of the share offering, through the new “Digital Protocol” tool, an electronic form called “Digital Document Protocol” is filled out, with the data of the object request and indication of the protocol files.

The reserved character of the request must be signaled at this moment, in the following fields:

i. In item 1 - “Document Data”: in the field “Description of Request”, after specifying the request for registration of the offering, the requester must insert the phrase “under reserved treatment, in accordance with CVM Deliberation No. 809/19”; and

ii. In item 2 - “Files”: the “Confidential” check box must be marked.

Without prejudice to the above, the initial petition requesting the analysis of the registration of the public distribution offering must (i) make express mention of the submission of the request under reserve, in accordance with CVM Deliberation No. 809/19, and (ii) present a declaration from the issuer justifying the confidentiality of the request, including the reasons why the disclosure of the request may represent a competitive advantage to other economic agents or put at risk the legitimate interest of the company.

It is the sole responsibility of the lead intermediary to identify the reserved character of the request, which will necessarily be granted if the aforementioned procedures are followed.

We particularly emphasize that, in the case of a request for subsequent offering registration under reserve, the lead intermediary institution must arrange with the issuer that it indicates the period during which the information about the request for registration of the public distribution of share offerings must remain reserved, in the event of withdrawal or

Denial, as provided for in the Deliberation. This applies even if it concerns a secondary distribution offering.

Appeals against decisions or interpretations of the SRE

Deliberation CVM No. 463/2003 regulates the procedures regarding appeals against decisions made by the CVM Superintendencies.

In accordance with the aforementioned Deliberation, the deadline to appeal to the Collegiate Board decisions issued by the CVM Superintendents is 15 (fifteen) days, counted from the date the interested party becomes aware of the decision. As a rule, it is considered that awareness occurs on the date the email communicating the decision is sent. In exceptional situations where communication is made only by physical means (mail), awareness is established on the date of receipt of the correspondence. There is no regulatory provision containing the hypothesis of extension of this appeal deadline.

The Superintendent must, within 10 (ten) business days from receipt of the appeal, reform or maintain the appealed decision and, in the latter case, forward the process to the Collegiate Board even if they understood the appeal as untimely or inadmissible.

The appeal will be received with devolutive effect. If there is a justified fear of damage that is difficult or uncertain to repair resulting from the execution of the decision, the Superintendent may, ex officio or upon request, grant suspensive effect to the appeal.

If there is a request for suspensive effect and it is denied, the Superintendent must, immediately, notify the appellant and send a copy of the appeal and the decision to the President of the CVM, who will be responsible for re-examining the decision denying the suspensive effect.

It is possible to request reconsideration of the Collegiate Board's decision, but only in the case of existence of error, omission, obscurity, or material inaccuracies in the decision, contradiction between the decision and its grounds, or doubt in its conclusion, thus excluding the hypothesis of rediscussion of the merits of the decision. The request must be sent to the member of the Collegiate Board who drafted the winning vote in the examination of the appeal, within 15 (fifteen) days.

With a view to providing greater speed in the dissemination of decisions issued by the body, the dissemination of Collegiate Board Newsletters was instituted, containing only the decisions issued, which are made available by the day following the meeting. Such newsletters are made available on the CVM website by accessing the link “Decisions of the Collegiate Board” available in the left menu. We remind you that the formal communication of the Collegiate Board's decision, to be carried out by the technical area to the participant, will occur once the meeting minutes are prepared by the Executive Secretariat of that body, so that the publication of newsletters does not produce any effects for the purpose of counting deadlines.

Term of Commitment

The Term of Commitment may be signed between the investigated or accused party and the Securities and Exchange Commission (CVM), at the discretion of the CVM, observing the public interest, in accordance with paragraphs 5 to 8 of Article 11 of Law No. 6.385/1976 and Deliberation CVM No. 390/2001. It is worth noting that the proposal for the Term of Commitment should not be sent in the name of the issuer, but rather of the investigated or accused party itself.

It should be highlighted initially that, according to paragraph 3 of Article 7 of Deliberation CVM No. 390/2001, the presentation of a proposal for a Term of Commitment will be admitted even in the preliminary investigation phase.

In the case of an administrative sanctioning process, Article 7 of Deliberation CVM No. 390/2001 provides that the interested party wishing to enter into a Term of Commitment must manifest this intention by the end of the deadline for presenting a defense, without prejudice to the burden of presenting such defense. They must also present the Complete Proposal for Term of Commitment to the Coordination of Administrative Process Control – CCP, within 30 days after the presentation of the defense.

In exceptional cases, where it is understood that the public interest determines the analysis of a proposal for the celebration of a Term of Commitment presented outside the aforementioned deadline, such as those involving substantial compensation offers to those harmed by the conduct subject to the process and modification of the factual situation existing at the end of the said deadline, the Collegiate Board will examine the request, provided it is formulated before its decision in judgment.

The Term of Commitment suspends the ongoing administrative process for the period stipulated for its compliance and may be celebrated at any time, although it is recommended to present the intention as soon as possible, given the speed and procedural economy.

In view of the promulgation of Law No. 13.506, of November 13, 2017, the terms of commitment celebrated are now published on the CVM website, instead of in the Official Gazette of the Union, with discrimination of the deadline for compliance with obligations eventually assumed (art. 11, § 7). It is noted that the term of commitment constitutes an extrajudicial executive title.

Information on Terms of Commitment already celebrated with the CVM, which can serve as examples for the presentation of proposals, is available on the CVM website on the internet, at the link “Processes”, located in the left menu, followed by “Terms of Commitment”.

Finally, it is worth highlighting that, according to Article 4 of the aforementioned Deliberation, the celebration of a Term of Commitment does not imply confession regarding the matter of fact, nor recognition of the illicit nature of the conduct analyzed in the process that gave rise to it.

Risk-Based Supervision Plan – SBR

Since 2009, the CVM has been carrying out preventive monitoring activities of the markets and entities under its jurisdiction according to a Risk-Based Supervision model – SBR.

With this form of action, established by CMN Resolution No. 3.427/06 and regulated by Deliberation CVM No. 521/07, the regulator focuses its action on risks to the performance of its legal duties, seeking a more preventive than reactive approach.

The SRE, in its activity of supervising public distribution offerings of securities and public acquisition offers of shares (OPA), carries out various actions to fulfill legal mandates to protect investors against (i) irregular issuances of securities, (ii) unfair market practices, and (iii) ensuring public access to information about the offered securities. Among these, we can cite:

i. Verification of information provided or disclosed to the market and documentation presented for registration;
ii. Monitoring of additional information provided about the offering after registration is granted; and
iii. Inspection of offerings carried out without registration, in disagreement with the granted registration, or in disagreement with the condition of exemption from registration.

Regarding the Biennial Plan of the SBR prepared for the 2019-2020 period, it is worth highlighting that the SRE will supervise the following strategic risks:

iii. Irregularities occurring in registered public distribution offerings => verification of eventual participation of related parties in offerings with excess demand;

iv. Irregularities in public distribution offerings with Restricted Efforts => fiduciary duties of participants in such offerings and adequacy of backing for securitization product offerings;

v. Irregularities in the disclosure of information to the market within the scope of public offerings;

vi. Irregularities in crowdfunding offerings => adequacy of the issuer, limits per investor, adequacy of resource transfer to the issuer, and disclosure of information contracted during the life of the security;

vii. Irregularities in unregistered public acquisition offers of shares => adequacy to legal and regulatory provisions of OPA notices not submitted to registration; and

viii. Irregularities in public distribution offerings of hotel CIC => adequacy of advertising material and the feasibility study employed throughout the distribution offering period.

For each risk event, a sample will be analyzed to determine what occurred during or after the offering, as applicable.

Offerings announced or closed in the biennium 2019-2020 will be examined, according to the criteria defined in each risk event.

The full text of the public version of the SBR Biennial Plan 2019-20 is available at http://www.cvm.gov.br/menu/acesso_informacao/planos/sbr/bienio_2019_2020.html.

Registration Fees for Public Offerings

The supervision fee on distribution registration (Table D), based on Law No. 7.940/1989, must be paid prior to filing the registration request.

At the link http://www.cvm.gov.br/menu/regulados/taxasmultas/tabelas_taxa.html information regarding the supervision and registration fee tables is maintained, with Table D to be considered being that informed in the most recent ordinance of the Ministry of Finance (notably, on the date of issuance of this Circular Letter, Ordinance No. 493 of 13/11/2017).

The Union Collection Guide (GRU) for payment of the supervision fee can be generated and printed at http://sistemas.cvm.gov.br/?GRUTaxa.

In case of underpayment, the difference must be paid, prior to the granting of registration, plus a fine and interest calculated from the date of filing the registration request. The calculation of charges can be done using the Calculation Tool available on the CVM website.

The fee is calculated on the value of the offering registration. The calculation base includes the value of the basic tranche and the supplementary tranche offering. A fee must be paid for each registration requested/granted.

Concomitant primary and secondary offerings obtain distinct registrations and, therefore, must pay fees separately. Similarly, concomitant offerings of different series of debentures, CRIs, or CRAs must pay fees separately, to the extent that each series is subject to respective registration as they present characteristics own and distinct from other series subject to the offering. Even due to such obligation, in the case of offerings submitted to the bookbuilding procedure, there may be payment of a fee regarding the series for which no demand is verified and which ends up not being issued. In the case of series offered in the “communicating vessels” system, the calculation of fees must be done considering the maximum possible quantity to be registered in each series, including the supplementary tranche.

If the registration request for a BDR program is concomitant with the registration request for public distribution of these BDRs, only the fee for distribution will be required, based on observation 3 of Table D: “There will be no overlap or double charging of Supervision Fees”.

Exemptions from registration requirements for public offerings

CVM Instructions No. 400/2003 (distribution offerings) and CVM No. 361/2002 (OPA) provide for the possibility of exemptions from registration requirements, and even from registration itself, in various ways. These exemptions are granted by the Collegiate Board of the Autarchy based on requests from offerors, which are previously analyzed by the SRE.

In some cases, the CVM Collegiate Board delegated to the SRE the competence to grant exemptions from registration or requirements, according to the following Deliberations:

Deliberation CVM No. 476/2005 – Exemption from presenting the Preliminary and Definitive Prospectus on the internet, under specific conditions; inclusion of the name and address of individual offerors in announcements of start and end of distribution; and prohibition of placement of securities with persons considered related to the offering with excess demand;
Deliberation CVM No. 533/2008 - Exemption from presenting the economic-financial feasibility study.
Deliberation CVM No. 751/2016 - Exemption from minimum or maximum limit of shares to be acquired, in OPA formulated by controlling shareholder of a company listed in a special trading segment of securities.
Deliberation CVM No. 756/2016 - Exemption from procedures and formalities to be followed in public acquisition offers of shares covered by the caput of art. 34 of CVM Instruction No. 361/2002 (adoption of differentiated procedure), as well as to authorize the formulation of a single public acquisition offer of shares, aiming at more than one of the purposes provided for in the same Instruction (unification of OPA).
Deliberation CVM No. 772/2017 - Exemption from the requirements provided for in items I and II of art. 6 of CVM Instruction No. 414/2004, allowing the placement of CRIs backed by credits considered real estate by their destination to non-qualified investors (see item 25).

Flexibility of the blackout period for registration of public distribution offerings

In the scope of the regulatory framework review process for public distribution offerings, Deliberation CVM 809/2019 was issued, which introduced, provisionally, aspects identified by the market as capable of boosting and speeding up the capital formation process.

The subject matter of such Deliberation included the hypothesis of submission in a reserved manner of requests for registration of share distribution offerings, already treated in item 10, as well as the flexibility of the prohibition contained in art. 14, § 4 of CVM Instruction No. 400/2003, according to which there will be no approval of registration of public distribution offering of securities in the period starting on the 16th day preceding any disclosure of periodic information by the issuer and ending on the date of its effective disclosure.

Thus, on an experimental basis, it became possible to allow registration to be approved during the so-called “blackout period”.

In this context, it is worth noting that CVM Instruction No. 400/2003 regulates a series of duties and responsibilities of the offeror, the lead institution, and other intermediaries in public distribution offerings of securities. Such obligations comprise, among others, ensuring the truthfulness, consistency, quality, and sufficiency of the information provided at the time of registration and supplied to the market during distribution, notably with regard to the content of the Prospectus and other information presented for registration purposes.

Therefore, it is already incumbent upon the offeror and intermediaries, especially the lead institution, to evaluate whether the offering documents contain the relevant information necessary for investor decision-making.

Indeed, art. 56 of ICVM No. 400/03, when disposing on the duties of verification of the truthfulness, consistency, and sufficiency of the information provided, to which the offeror and intermediary are subject, provides an important safeguard with a view to mitigating potential information asymmetries between those involved in the preparation of the offering, issuer, offeror, and intermediaries, and the external public, the investors.

However, it follows from the provisions of art. 14, § 4 of ICVM No. 400/03, the impossibility of obtaining registration of an offering in the 16 days prior to the disclosure of accounting information, so that the distribution of securities does not occur on the eve of disclosure of financial information by its issuer.

Thus, when lifting this restriction, it is urgent to alert to the applicability of the provisions contained in the aforementioned art. 56, in the sense that the offeror is responsible for the truthfulness, consistency, quality, and sufficiency of the information provided at the time of registration and supplied to the market during distribution.

In this sense, the lead intermediary must take all precautions, responding for lack of diligence or omission, to ensure that the offeror observes its duty of responsibility for the information provided and also to guarantee that the information supplied to the market during the entire distribution period, including any eventual or periodic information that may integrate the prospectus, are sufficient.

Finally, it is also convenient to highlight what art. 41 of ICVM No. 400/03 provides, in the sense that the identification, after the date of obtaining registration, of any imprecision or significant change in the information contained in the prospectus, notably resulting from informational deficiency or any fact not considered, shall cause the suspension of distribution by the offeror together with the lead intermediary until the due disclosure to the public of the complementation of the prospectus. In turn, changes to the prospectus resulting from information updates shall be communicated to the SRE and characterize, according to the sole paragraph of such article, a hypothesis of modification of the offering, subject, therefore, to revocation of acceptance by investors.

Private distribution of closed-end investment fund shares

After consultation made by the SRE, within the scope of Process SEI No. 19957.003689/2017-18, the Collegiate Board decided, in a meeting held on 10/30/2018, that the CVM has competence to grant to closed-end investment funds that invest in securities, the registration for trading of their shares in regulated securities markets (“Issuer Registration”), provided for in Article 21 of Law No. 6.385/76, since their shares are securities under Article 2, item V of the cited Law, regardless of the public or private form of placement of their shares.

This decision modified the understanding embodied in the Collegiate Board Decision, within Process CVM RJ 2005-2345, in a meeting held on 02/21/2006, in which it was deliberated that it was not possible for the CVM to grant registration to any fund in which the administrator intended to place its shares privately.

In the most recent decision, there was a deliberation pointing out that even if the distribution occurs exclusively privately, such funds are under the regulation of the CVM, since the admission of their shares to trading in regulated securities markets legitimizes the action of the autarchy.

The cited decision excludes: (a) funds that do not invest in securities (FIDC) and (b) real estate investment funds (FII), given that, if no public offering occurs, such funds do not even qualify as issuers of securities.

Real estate investment funds must carry out the distribution of their shares initially in a public manner, in compliance with the provisions of Article 1 of Law No. 8.668/93 and, once the first public offering of shares is carried out, nothing prevents subsequent placements from occurring privately.

Other Collegiate Board orientations on the subject will be studied and should be introduced in the regulation during the reform of public offering regimes.

Setting retail tranches in public distribution offerings

In public distribution offerings of securities where bookbuilding and reservation acceptance procedures are used and where tranches are established for non-institutional investors, to ensure fair and equitable treatment to all investors, the SRE recommends that a maximum limit for reservation per investor be established, equivalent to the minimum necessary value of financial investments, established for the characterization of qualified investor (currently R$ 1 million), or, alternatively, guarantee the use of this limit as a base in the case of need for pro rata allocation.

In the event of a request for exemption from the requirement corresponding to the prohibition on the placement of securities with persons considered related to the offering, in the case of distribution with excess demand greater than one third of the quantity of securities offered (art. 55 of CVM Instruction No. 400/2003 and item ‘c’ of Deliberation CVM No. 476/2005), without the establishment of maximum limits for reservation requests for the non-institutional investor tranche in the aforementioned amount, the SRE understands that the possibility of favoritism and use of information to obtain undue advantage by the related person will not be mitigated, and therefore, the said exemption will not be granted.

Setting IPO share prices below the disclosed range

The CVM Collegiate Board, in a meeting on 05/22/2012, deliberated that in initial public distribution offerings of shares (IPO), in the event of price setting at a value lower than 20% of the disclosed price range, the offering coordinators must make immediate disclosure of the occurrence in the IPO start announcement, in a prominent place, and give retail investors the possibility to withdraw from the IPO.

The SRE understands that, in this case, the same procedures and deadlines provided for in the caput and sole paragraph of art. 27 of CVM Instruction No. 400/2003 must be used, proceeding with immediate disclosure of the information by means at least equal to those used for the disclosure of the offering itself, and direct communication to investors who have already adhered to the offering.

The IPO Offering Prospectus must contain, in the appropriate sections, clear information about the procedure that will be adopted on the day of publication of the offering start announcement, in the event of price setting at a value lower than 20% of the disclosed price range, including a specific risk factor.

Silence Period – Art. 48, item IV of CVM Instruction No. 400/2003

The issuer, the offeror, and the Intermediary Institutions must refrain from making statements in the media about the offering or the offeror during the offering period. We alert that any statement in the media about the offering is prohibited, including the advance disclosure of the bookbuilding process results.

Particularly regarding the information generated in the bookbuilding process, it is important to highlight that this information must remain confidential even within the scope of the sales effort

with potential investors. In this regard, the reference to information about investment intentions, such as prices, demand, and investors who presented intentions, within the scope of the sales approach, contradicts Article 48, item IV of CVM Instruction No. 400/2003.

The violation of the aforementioned provision may result in the suspension of the offer, regardless of any eventual investigation of liabilities in a sanctioning nature procedure.

The rules regarding the silence period also apply to public distribution offers carried out with restricted efforts, as indicated by Article 12 of CVM Instruction No. 476/2009.

Suspension of public distribution offers of securities

In accordance with Article 19 of CVM Instruction No. 400/2003, the CVM may suspend or cancel, at any time, the distribution offer that: (i) is being processed under conditions different from those set forth in this Instruction or in the registration; or (ii) has been deemed illegal, contrary to CVM regulation, or fraudulent, even after the respective registration has been obtained.

The suspension of public distribution offers is carried out by the Superintendence of Securities Registration – SRE, when the cited elements are present.

The irregularities that historically cause the most suspensions of public distribution offers are the irregular use of advertising material not approved by the CVM, in violation of Article 50 of ICVM 400, and manifestation in the media during the silence period, in violation of Article 48, item IV of the same Instruction. In this sense, we alert offerors to exercise special care in the disclosure of advertising materials for the offer, carefully observing the provisions in item 40 of this Circular Letter and in direct or indirect contact with the media or social networks.

The suspension period of the offer may not exceed 30 (thirty) days, during which the pointed irregularity must be remedied. Upon expiration of the period referred to in §2º without the flaws that determined the suspension having been remedied, the CVM must order the withdrawal of the offer and cancel the respective registration.

Once the flaws that determined the suspension have been remedied, the request for revocation of the suspension must be sent to the SRE and will be analyzed within a period of up to 5 (five) business days.

Inclusion, after the registration of distribution, of intermediary institutions in public offers under the procedure of CVM Instruction No. 400/2003

The possibility of including intermediary institutions, after registration, in public offers registered under the terms of CVM Instruction No. 400/2003 arises from the Collegiate's decision of 26/6/2018 (“CRI Bariguí Case”) which interpreted that Article 35, item V of the cited Instruction also contemplates the possibility of including intermediary institutions after registration and not only substitution or exclusion, as per the excerpt from the aforementioned minutes transcribed below:

“The Collegiate noted, however, that the basis of its decision stems from a systematic interpretation of Article 35, item V of CVM Instruction 400, which also contemplates the hypothesis of including intermediary institutions in the distribution contract, provided that previously authorized by the CVM. Thus, the Collegiate considered it unnecessary to grant a waiver to the observance of the provisions in §2º of Article 34, Article 35, and item IV of Article 37.”

If the inclusion occurs after registration and before the disclosure of the start announcement and no preliminary prospectus (and market notice) has been used, it is possible to include the participant only with communication and prior authorization from the CVM under the terms of Article 35 of CVM Instruction 400. There is no talk of modification of the offer in this case.

If one wishes to make the inclusion after registration and (i) the offer has used a preliminary prospectus; or (ii) the inclusion occurs after the disclosure of the start announcement of the offer, such fact must also be communicated to the CVM and will be analyzed by the SRE, potentially configuring, depending on the characteristics of the concrete case, a modification of the offer, in which case the necessary authorization is conditioned to the application of Articles 25 and 27 of CVM Instruction No. 400/2003.

Dynamics related to the modification of registered distribution offers

Before the granting of the distribution offer registration, modifications in the conditions and their respective reflections in the offer documentation can be implemented by the offerors, provided that they fully comply with Article 27 of CVM Instruction No. 400/2003, in the case of an offer in which a preliminary prospectus is used, including with regard to the possibility of revocation of acceptance by the investor, if there has been a procedure for receiving reservations.

In this hypothesis, once the modifications are submitted to the SRE, they restart the CVM analysis period, which may reach the period of 20 business days, provided for in §5º of Article 9º of CVM Instruction No. 400/2003, depending on the extent of the changes. It is worth noting the understanding that only spontaneous modifications to the offer conditions may be presented, prior to the granting of registration, if there remains time to comply with requirements/remediable flaws.

For its part, the procedure provided for in Article 25 of CVM Instruction No. 400/2003 applies to requests for offer modification submitted after the granting of registration, even in the hypothesis that the alteration occurs before the disclosure of the start announcement of the distribution.

CAV Documentation

Issuing companies of Investment Certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematic works (“CAV”) are obliged, by virtue of the provisions in Articles 24 and 25 of CVM Instruction No. 260/97, to make certain Periodic and Occasional Information available to the CVM.

In accordance with Article 24 of CVM Instruction No. 260/97, CAV issuing companies must prepare by the 10th (ten) day of the month following the reference month, a monthly report on the subscription of quotas (“IMA Report”) and a report on the evolution of the project (“IFA Report”), according to the forms contained in Annexes I and II of the said Instruction.

In accordance with Article 25 of CVM Instruction No. 260/97, once the project is completed, CAV issuing companies must prepare and disseminate, semi-annually, a report containing information regarding the earnings resulting from the commercialization of the project (“ISA Report”), according to the form contained in Annex III of the said Instruction.

Each IMA, IFA, or ISA Report must be sent to the CVM in a digital file, individualized by period of competence (month for IMA Report and IFA Report and semester for ISA Report).

The names to be used for the files corresponding to each report must follow the pattern below:

IMA Report: CAV-XXXX-NNN-IMA-AAAA-MM
IFA Report: CAV-XXXX-NNN-IFA-AAAA-MM
ISA Report: CAV-XXXX-NNN-ISA-AIII-II-AFFF-FF

Where:

XXXX-NNN corresponds to the year and sequential number of the CAV registration number AAAA corresponds to the reference year of the report MM corresponds to the reference month of the report AIII-II corresponds to the year-month of the start of the reference semester AFFF-FF corresponds to the year-month of the end of the reference semester

CRI and CRA backed by credits considered real estate or by credit rights considered agribusiness by destination

Based on precedents analyzed by the CVM Collegiate over time, notably within the scope of CVM processes No. 19957.000587/2016-51 (Collegiate decision of 16/8/2016, Cyrela case) and 19957.001669/2016-13 (Collegiate decision of 30/8/2016, Burger King case), it has become possible to issue CRIs and CRAs backed respectively by credits considered real estate and by credit rights considered agribusiness due to the destination of the resources originating from the issuance of such titles. In turn, the newly issued CVM Instruction No. 600/2018 incorporated into its text certain aspects contained in such precedents. We consider it relevant to highlight, both from the precedents and from the cited Instruction, some of the specific requirements to be observed in offers with this type of backing.

CRIs backed by credits considered real estate in their destination will be those in which cumulatively:

i. an exhaustive list of the real estate properties to which the resources originating from the issuance will be destined is included in the offer documentation, thereby configuring the bond provided for in item I of Article 8º of Law No. 9.514/1997;

ii. the obligation of the Fiduciary Agent to verify, throughout the duration of the CRIs (at least semi-annually), the effective direction of the entire amount obtained from the issuance to the aforementioned real estate properties is included in the offer documentation. It is worth pointing out that, regarding the semi-annual period, this understanding alters a previous interpretation, which was based on the Burger King case, aiming to compatibilize with the provision contained in CVM Instruction No. 600/2018;

iii. information about the deadline for the effective destination of the resources obtained through the issuance, which must be at most the maturity date of the CRIs, is included in the offer documentation;

iv. an indicative schedule (amounts and dates) of the destination of the resources obtained through the issuance to the linked real estate properties, defining precisely a percentage, relative to the total value raised in the offer, that will be destined to each of the aforementioned real estate properties, is included in the offer documentation. Such indicative schedule must contain information about the general forecast of destination of the resources originating from the offer at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

v. information that any alteration regarding the percentage of the resources obtained from the issuance to be destined to each of the linked real estate properties must be preceded by an amendment to the Securitization Term, as well as to any other document that may be necessary, is included in the offer documentation;

vi. the capacity to direct to the linked real estate properties the entire amount of resources that will be obtained from the issuance, within the duration of the CRIs, taking into account, for such, the amount of resources spent until the moment, the need for remaining resources of each of the aforementioned real estate properties, as well as the destination of resources already programmed for such real estate properties due to other CRIs already issued, is demonstrated.

CRAs may, under the terms of ICVM No. 600/2018, be backed by agribusiness credit rights, thus considered by their destination, in the following situations, which must observe the following:

A. When the agribusiness credit rights are constituted of debt titles issued by third parties, linked to a commercial relationship existing between the third party and rural producers or their cooperatives, under the terms of item II of § 4º of Article 3º of ICVM No. 600/2018:

i. an exhaustive list of the rural producers, or their cooperatives, to whom the resources originating from the issuance will be destined, proving the condition of rural producer, or of rural producer cooperative, of all those who are related as such in the offer documentation, is included in the offer documentation;

ii. the contracts or other valid documents between the third parties and rural producers or their cooperatives, in amounts and periods compatible with those of the issuance of CRAs, are presented;

iii. the condition of agricultural product, agricultural input, or machines and implements used in agricultural activity of all the products involved in the businesses carried out between rural producers, or their cooperatives, and third parties, businesses to which the resources originating from the offer will be destined, is justified;

iv. the obligation of the Fiduciary Agent to verify, throughout the duration of the CRAs (at least semi-annually), the effective direction of the entire amount obtained from the issuance to the businesses carried out between rural producers, or their cooperatives, and third parties, is included in the offer documentation;

v. information about the deadline for the effective destination of the resources obtained through the issuance, which must be at most the maturity date of the CRAs, is included in the offer documentation;

vi. an indicative schedule (amounts and dates) of the destination of the resources obtained through the issuance to the businesses carried out between rural producers, or their cooperatives, and third parties is included in the offer documentation. Such indicative schedule must contain information about the general forecast of destination of the resources originating from the offer at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent;

vii. the capacity to direct to the businesses carried out between rural producers, or their cooperatives, and third parties, within the scope of the contracts or other documents that formalize such businesses, the entire amount of resources that will be obtained from the issuance, within the duration of the CRAs, taking into account, for such, the amount of resources spent until the moment, as well as the destination of resources already programmed due to other CRAs already issued, within the scope of such contracts, is demonstrated.

B. When the agribusiness credit rights are constituted of debt titles issued by rural producers or their cooperatives, under the terms of item III of § 4º of Article 3º of ICVM No. 600/2018:

i. proof of the condition of rural producer, or of rural producer cooperative, of all those who are issuing the debt that will compose the backing of the CRAs, is included in the documentation;

ii. a description of the activities of the rural producers, or their cooperatives, to which the resources originating from the issuance of the CRAs will be destined, which must fall within the activities of production, commercialization, processing, and industrialization comprised in the caput and items of Article 3º of ICVM 600, is included in the offer documentation;

iii. the condition of agricultural product, agricultural input, or machines and implements used in agricultural activity of all the products involved in the activities to which the resources originating from the offer will be destined, is justified;

iv. in the case of a CRA backed by agribusiness credit rights thus considered by their destination, it is recommended that the obligation of the Fiduciary Agent to verify, throughout the duration of the CRAs (at least semi-annually), the effective direction, by the rural producers or their cooperatives, of the entire amount obtained from the issuance to their activities of production, commercialization, processing, and industrialization comprised in the caput and items of Article 3º of ICVM 600, be included in the offer documentation;

vi. in the case of a CRA backed by agribusiness credit rights thus considered by their destination, it is recommended that an indicative schedule (amounts and dates) of the destination, by the rural producers or their cooperatives, of the resources obtained through the issuance to their activities of production, commercialization, processing, and industrialization comprised in the caput and items of Article 3º of ICVM 600 be included in the offer documentation. Such indicative schedule must contain information about the general forecast of destination of the resources originating from the offer at least semi-annually, in line with the periodicity established for monitoring by the fiduciary agent; and

vii. the capacity, of the rural producers or their cooperatives, to direct to their activities of production, commercialization, processing, and industrialization comprised in the caput and items of Article 3º of ICVM No. 600/2018 the entire amount of resources that will be obtained from the issuance, within the duration of the CRAs, taking into account, for such, the amount of resources spent until the moment, as well as the destination of resources already programmed due to other CRAs already issued, within the scope of such activities, is demonstrated.”

Possibility of issuing CRI backed by credits guaranteed by fiduciary alienation of real estate property

In accordance with the CVM Collegiate Decision of 16/01/2018, which by majority granted a remedy against an understanding of the SRE, within the scope of the request for registration of the public distribution offer of Real Estate Receivable Certificates of series 62nd and 63rd of the 1st issuance of Barigui Securitizadora S.A. (CVM Process No. 19957.008927/2017-73), it was deliberated that “the loan to natural persons with an adjunct pact of fiduciary alienation of real estate as guarantee constitutes a real estate credit in its origin, since the owner derives economic benefit from his property, by granting real guarantee, to obtain resources at reduced costs. Moreover, in this modality of loan, it is verified the linkage of the alienation value of the property to the satisfaction of the credit, since the creditor has the security of receiving the due installment from the product obtained with the execution of the guarantee, in case of default.”

The CVM Collegiate also emphasized that, “in the case in analysis, the pertinence of this loan with the real estate market is evidenced by the fact that the originator is a mortgage company, part of the Real Estate Financial System (Law 9.514, art. 2º) and the Housing Financial System (Law No. 4.380/1964, art. 8º, VI), whose typical object is the granting of loans and financing guaranteed by fiduciary alienation of real estate properties (CMN Resolution No. 2.122/1994, art. 3º, II). Thus, by allowing the loan to serve as backing for the issuance of the CRI, one contributes to the expansion of the activities performed by this participant of the real estate market. Furthermore, the admission of this modality of loan as backing for CRI proves consistent with the understanding that has been adopted by the Central Bank of Brazil and the Monetary National Council regarding the qualification of real estate credit, as seen in BACEN Circular No. 3.614/2012, relating to the real estate credit letter – LCI, and CMN Resolution No. 4.598/2017, which regulated the guaranteed real estate letter – LIG. It is, therefore, an interpretation of the concept of real estate credit that promotes regulatory coherence between the different resource-raising instruments used within the scope of the real estate market.”

Based on the aforementioned Decision, we understand that credits guaranteed by fiduciary alienation of real estate property may constitute backing for CRI, provided that:

i. Such credits are guaranteed by real estate property since their origination, demonstrating “that the owner derives economic benefit from his property, by granting real guarantee, to obtain resources at reduced costs”;

ii. Such credits have as originator and assignee an institution part of the Real Estate Financial System, under the terms of Article 2º of Law No. 9.514/97, thereby contributing, in this way, “to the expansion of the activities performed by this participant of the real estate market”, as well as in consonance “with the understanding that has been adopted by the Central Bank of Brazil and the Monetary National Council regarding the qualification of real estate credit, as seen in BACEN Circular No. 3.614/2012, relating to the real estate credit letter – LCI, and CMN Resolution No. 4.598/2017, which regulated the guaranteed real estate letter – LIG”; and

iii. The real estate guarantee covers the total value of the credit that is being used as backing in the issuance of CRI.

Transfer to the Securitization Company of the credits that will compose the backing in CRI and CRA operations

We alert that the issuance and distribution of CRIs and CRAs must be preceded by the effective transfer to the Securitization Company of the credit rights that back them, that is, all conditions for the perfection of the transfer of the credit rights backing the CRIs and CRAs to the Securitization Company must be observed prior to the issuance and distribution of the aforementioned titles, as well as to the registration of the Offer by the CVM, and the contract that formalizes such transfer and the other offer documents must reflect this understanding.

Regarding this, it is worth noting that CVM Instruction No. 600/2018 began to admit the hypothesis of direct subscription by the securitization companies of the credits that will compose the backing, notably through § 6º of Article 3º. The introduction of such provision had the objective of attending to a request from securitization companies to simplify the product structure and reduce compliance costs.

In addition to such provision, in the edition of CVM Instruction No. 600/2018, provisions were introduced, both in this Instruction (Article 17, item I) and in CVM Instruction No. 414/2004 (Article 16-A) that signal the possibility of direct subscription or acquisition of credit in the structuring of both CRA and CRI.

Thus, it can be interpreted that the rules for public offers of CRAs and CRIs began to foresee the exceptionality of structuring the securitization operation without the act of assignment of the credits that compose the backing of the certificates. In such cases, the provision contained in both CVM Instruction No. 414/2004 and Law No. 9.514, of 1997, regarding the identification of the act of assignment, can be interpreted in such a way that its application occurs when the assignment is an act integrated into the securitization operation.

Possibility of distribution period of up to 2 years in open FIDC offers

In the CVM Collegiate Decision within the scope of CVM Process No. RJ-2007-11393, which authorized the extension of the distribution period of the Ourinvest FIDC Financeiros – Suppliercard (“Fundo Ourinvest”) to 2 years, following the vote of the Reporting Director, the Collegiate considered, for this concession, the decision within the scope of CVM Process No. RJ-2005-3975, which dealt with an appeal filed by the Urbanization Municipal Company (EMURB), representative of the Municipality of São Paulo regarding the Faria Lima Consortiumed Urban Operation, against a decision by the SRE, which denied a request for extension of the public distribution offer period for Certificates of Additional Construction Potential – CEPAC.

In that precedent, a period of 2 years was attributed for the distribution of CEPAC considering that a period of 6 months was considered for the completion of the issuance

insufficient. It was further clarified that CEPACs were a pioneering title and still little disseminated, making it reasonable for the distribution period to be longer for the only two cases of CEPAC issuance registered with the CVM.

In the precedent of the Ourinvest Fund, the Reporting Director in that case voted in favor of extending the public offering period for the distribution of the Fund's shares to up to 2 years "given the analogy to the distribution period of CEPACs, as decided by the Collegiate Board, and of standardized debentures provided for in CVM Instruction No. 404/04", further allowing the SRE to treat similar cases of open FIDCs classified under the category provided for in §§1 and 2 of art. 21 of CVM Instruction No. 356/01 in the same manner.

Thus, within the discretion granted to the SRE above, and by analogy with the CEPAC distribution precedent, when seeking to carry out a public offering of open FIDC shares with a distribution period of up to 2 years, justifications must be presented along with the registration request for said offering, demonstrating that distributing the shares within 6 months would be insufficient.

Such justifications must consider the grace and redemption periods involved in the offering, which, in order to be entitled to a distribution period of up to 2 years, must represent "high risk and difficult to measure due to the interruption of the application flow" for the operation, "given that the redemption flow would not be interrupted during this period".

In this sense, we understand that in offerings where the combined grace and redemption periods exceed 6 months, there would not, in principle, be an actual cash outflow during the distribution period provided for in the regulation (6 months), or during any subsequent analysis of a new registration request for the offering.

With that said, we understand that open FIDCs with grace and redemption periods that, when added together, result in a value higher than the applicable regulatory distribution period of 6 months do not fall under the main concern expressed through the Collegiate Board's Decision issued within the scope of CVM Process No. RJ-2007-11393, a concern that can be verified through paragraphs 41 and 55 of the vote by then-Director Durval Soledade, in the following terms:

“41. Furthermore, the possibility of unforeseen events in obtaining successive distribution registrations represents high risk and difficult to measure due to the interruption of the application flow. Given that the redemption flow would not be interrupted during this period, the mismatch between cash inflows and outflows would tend to generate losses or even determine the liquidation of the fund. (...)

However, the mere extension of the period does not contain an unequivocal solution facing the Recurrent's needs - of mechanisms that ensure a firm flow of resources - nor is the suggestion brought by the SRE safe.”
Portfolio Administrator acting as distributor
The portfolio administrator of securities, a legal entity, may also act in the distribution of shares of investment funds of which it is administrator or manager, provided it complies with the dictates of art. 30 of CVM Instruction No. 558/2015.

The portfolio administrator that is not an institution authorized to operate by the Central Bank of Brazil cannot hire an autonomous investment agent, hire another institution, or lead a pool to distribute investment fund shares.

The authorization established by the aforementioned Instruction had two main benefits as its objective: (i) to allow direct contact between those responsible for portfolio administration, who are the greatest understanders of the characteristics of the funds managed by the institution, and the clients, interested in understanding the investment vehicles in which they intend to invest; (ii) to reduce distribution costs for fund shares managed by a portfolio administrator that is not an institution authorized to operate by the Central Bank.

In light of such rationale, within the scope of public offerings of closed-end investment fund shares targeting retail investors, the understanding of the SRE is that the participation, as a lead intermediary institution, of portfolio administrators of securities, which are not institutions authorized to operate by the Central Bank of Brazil, does not align with the practice of such distribution offerings, given that the size inherent to such offerings would imply greater obstacles to the observation by these administrators of the duties of the lead intermediary, as well as considering that the hiring of third-party intermediaries, in a distribution pool, would invalidate the premise of allowing isolated participation in the distribution of shares of funds for which it is manager/administrator.

Furthermore, in the case of distribution offerings that target qualified investors, professionals, or even offerings carried out under restricted efforts, the SRE understands that the activity of portfolio administrators of securities that are not financial institutions is possible only in cases where there is no distribution pool, that is, when the portfolio administrator is the lead intermediary, without, however, the sub-contracting of other intermediaries.

No prejudice is envisioned in the situation where the portfolio administrator, which is not a financial institution, acts as a contractor of a financial institution which leads a distribution pool, regardless of the target audience of the offering. In this hypothesis, the objective of allowing greater contact between the manager/administrator and the final investors would be met, while, in principle, the cost structure of an offering distributed through a distribution pool would not be negatively affected by the hiring of the portfolio administrator vis-à-vis any other intermediary.

In the case of distribution processing in an offering with restricted efforts, the communication regarding the start and end of the offering, in accordance with art. 7-A and art. 8 of CVM Instruction No. 476/09, must be sent via the system, as per section 19 below, using the CVMWeb password of the distribution director indicated in the registration.

Fiduciary Agent
From CVM Instruction No. 583/2016 onwards, fiduciary agents have been included in CVM Instruction No. 510/2011, which deals with the registration of participants in the securities market.

The "Fiduciary Agent Registration System - SCAF", a module for presenting and updating the registration information of these participants, through the CVM's Internet page, is hosted in the restricted access CVMWeb environment, is located in the left-hand initial menu, and can be accessed by those responsible for entities that meet the criteria for exercising the activity, in accordance with art. 4 of ICVM 583/16.

Indeed, financial institutions previously authorized by the Central Bank of Brazil may be appointed as Fiduciary Agents, provided they maintain active registration with the CVM as Providers of Portfolio Administration Services or Custodians.

For access to CVMWeb, we remind you that in the case of participants registered as Providers of Portfolio Administration Services, the responsible person is the "Responsible Director", while in the case of Distributors, it is the "Responsible Director for ICVM 542".

In the "Registration Consultation" or "Registration Update" options, the search is done from the CNPJ or name of the institution. The inclusion of a Fiduciary Agent in the "Registration" menu begins by filling in the CNPJ of the institution.

It should be noted that Fiduciary Agents are also subject to the provisions of CVM Instruction No. 510/11, which deals with the registration of participants in the securities market. According to the new wording of the aforementioned Instruction, the Electronic Declaration of Conformity ("DEC") can already be carried out, through the CVMWeb environment in the menu "Registration Update of Participants", and then "Electronic Declaration of Conformity". This obligation is due until March 31 of each year.

We also take this opportunity to guide fiduciary agents regarding recommended procedures for the adequate exercise of the duties listed in art. 11 of CVM Instruction No. 583/16, in light of their primary function as gatekeepers, within the scope of distribution, as well as throughout the life of debt-representative securities. Special attention is given to procedures related to the verification of guarantees provided in relation to securities distributed publicly or admitted to trading on an organized market.

It is emphasized that the application of the practices described here must always be conditioned to the analysis of concrete situations. Finally, there is no intention to exhaust the procedures that must be adopted by fiduciary agents in their duty of diligence.

In this sense, in their duty to act with care and diligence, the fiduciary agent must not limit themselves to the documents provided by the issuer and declarations presented. They must also seek all documents that can prove the completeness, absence of flaws and defects of the information presented in the debenture indenture, securitization term, or equivalent instrument.

Regarding the assets given as collateral, the fiduciary agent must verify, in addition to the declared value and possible appraisal reports hired by the issuer or third parties, seeking to investigate the plausibility of the indicated value (for example, market values and history of these assets). In this sense, if deemed necessary, the fiduciary agent must, in fact, hire new appraisals of the assets given as collateral.

Especially in the case of real guarantees, the fiduciary agent must attest whether the issuer actually possesses rights over the object of the guarantee.

Furthermore, the fiduciary agent must ascertain whether the guarantee provided by the issuer is capable of achieving its objective of additional security, exercising an independent role regarding the performance risk of the investment represented by the distributed security. Possible risks must be duly recorded in the debenture indenture, securitization term, or equivalent instrument.

Cancellation of issuer registration – OPA
We clarify that the request for cancellation of issuer registration must comply with what is stipulated in §4 of art. 4 of Law No. 6.404/1976, in CVM Instruction No. 361/2002, and in arts. 47, 48, and 50 of CVM Instruction No. 480/2009, and the company must previously be subject to a public tender offer for the acquisition of shares ("OPA") for cancellation of registration, in accordance with the aforementioned legal provision.

Art. 34 of CVM Instruction No. 361/2002 provides, in specific cases, the possibility of carrying out an OPA with a differentiated procedure, such as the waiver of some formalities required by the norm itself, but not the waiver of the OPA itself, whose obligation arises from a legal provision, as already manifested by the Collegiate Board of this Commission, in meetings dated 8/24/2004 and 11/17/2009, the latter within the scope of CVM Process No. RJ 2009-4470.

The CVM must, therefore, express favorable opinion to the non-realization of an OPA only in the following hypotheses: (i) there is no legal provision for it; (ii) there are no shareholders with shares in circulation, as defined in art. 4-A, §2 of Law No. 6.404/1976 and in item III of art. 3 of CVM Instruction No. 361/2002; and (iii) in the event that there are shares in circulation, the unanimity of the holders of such shares declare that they waive the realization of an OPA for cancellation of registration, either through an Extraordinary General Assembly, or through an individual declaration of these shareholders.

In other cases, only the possibility of carrying out a public offering with the adoption of a differentiated procedure must be analyzed, in accordance with art. 34 of CVM Instruction No. 361/2002, as well as compliance with the provisions of arts. 47 and 48 of CVM Instruction No. 480/2009.

Furthermore, it should be noted that, for the purposes of cancellation of issuer registration in category A or B, if there are other securities in circulation other than shares and depositary receipts of shares, all conditions provided for in art. 47 of CVM Instruction No. 480/09 must be observed, regardless of whether such securities were or were not distributed publicly or admitted to trading on regulated markets, according to the vote of Director Pablo Renteria, which was accompanied by the CVM Collegiate Board in a meeting dated 6/14/2016, within the scope of CVM Process No. RJ-2015-4262.

Discontinuation of BDR program
CVM Instruction No. 361/2002 does not apply to the procedure for discontinuation of BDR programs.

CVM Instruction No. 585/2017 instituted the obligation that requests for cancellation of the registration of BDR programs, to be reviewed by the SRE according to the analysis periods applicable to requests for registration of public distribution offerings, must be accompanied by a declaration from the entity administering the organized over-the-counter market or stock exchange where the certificates are traded, attesting to the compliance with the procedures established by it for the discontinuation of the program. Furthermore, it now provides that the SRE may request other documents and additional information to support the analysis of the cancellation request.

It is worth remembering that previously, the procedures for discontinuation of Level II and Level III BDR programs (which involve foreign registered issuers) needed to be approved in advance by the CVM. Based on the new model, the procedure provided for in item 6.6.7 of the B3 "Issuer Manual" (http://www.bmfbovespa.com.br/lumis/portal/file/fileDownload.jsp?fileId=8AA8D0975F0E0FCA015F3A9AE2DE3E2A) must be observed. The administering entity of the market must monitor the program discontinuation procedure and – at the end of the process – send a declaration to the CVM that the depositary institution complied with the procedures established by it.

In exceptional and justified situations, the depositary institution or the Foreign Issuer, as the case may be, may submit to B3 approval differentiated procedures and conditions for the discontinuation of the BDR Program, from those cited in the caput of item 6.6.7 in reference. Such procedures, when they do not involve a Level I Non-Sponsored BDR program, must be submitted to the CVM for approval.

OPA Registration Request
Regarding the registration requests for the mandatory OPA modalities (for cancellation of registration, by increase in participation, and by alienation of control) with ordinary procedure, the offeror must instruct the process with at least the documents provided for in Annex I of CVM Instruction No. 361/2002.

Furthermore, in any OPA formulated by the target company, by the controlling shareholder, or by persons linked to them, provided it is not an OPA by alienation of control, if the offeror provides in the offering notice that it will opt to acquire up to 1/3 of the shares in circulation (item I of art. 15 of CVM Instruction No. 361/2002), in the event of acceptance in the OPA by shareholders holding more than 1/3 and less than 2/3 of said shares, the offeror must send to the SRE a Demonstration of increase in participation of any shareholders of the control block of the company, since 9/5/2000, specifying the method of acquisition, the price paid per share, the quantity acquired, and the date of acquisition, as well as other information that the offeror deems necessary for the clear understanding of this CVM.

If some of the documents or procedures ordinarily provided for by CVM Instruction No. 361/2002 are subject to a request for waiver, the offeror must send a justification discriminating the provisions of the aforementioned Instruction from which it intends to exempt itself from observation.

In this sense, we emphasize that the choice of the differentiated procedure to be adopted in substitution to the one ordinarily provided for in the aforementioned Instruction will be up to the offeror, and it is not up to the CVM to guide which is the best procedure for each case.

In accordance with CVM Deliberation No. 756/2016, the SRE will review requests for unification of OPAs (formulation of a single OPA aiming at more than one of the purposes provided for in CVM Instruction No. 361/2002), as well as for the adoption of a differentiated procedure, provided that the same has already been the subject of previous deliberation by the CVM Collegiate Board within the scope of offerings with similar characteristics. Otherwise, the request for adoption of a differentiated procedure will be reviewed by the CVM Collegiate Board.

We also highlight that on the electronic address of this Commission (http://www.cvm.gov.br) decisions of the CVM Collegiate Board, as well as offering notices and appraisal reports of OPAs registered with differentiated procedure, can be found, which may serve as a basis for any future request.

Update of Appraisal Report in OPA
If the analysis period of the OPA registration request elapsed after the publication of the Appraisal Report extends for a period longer than 1 year, it will be presumed that the information on which the aforementioned document was based is outdated, so that its update, as a rule, will be required by this technical area, with the aim of preserving to the shareholder subject to the offer the right to make a reflected and independent decision, in accordance with item II of art. 4 of CVM Instruction No. 361/2002.

This possibility is provided for in §9 of art. 8 of CVM Instruction No. 361/2002, so that the CVM may require, within the analysis period of the OPA registration request, that the Appraisal Report be updated by the appraiser.

It is also worth noting that the update of the Appraisal Report may be required in a period shorter than the aforementioned one, if any fact occurs that justifies the update of the aforementioned document.

Interpretation of article 37, §1 of CVM Instruction No. 361/2002
For the purposes of the calculation, prescribed in §1 of art. 37, of the shares in circulation, as provided for in arts. 15, item I, and 26 of CVM Instruction No. 361/02, the formula described below must be considered, confirmed by the Collegiate Board in a decision of December 27, 2011, within the scope of CVM Administrative Process RJ No. 2010/15144, Reg. 7310/2010:

L(1/3) = 1/3 (AC00 + AAC – ARC + AOPS) – AQ

Where:
L(1/3): Limit of 1/3 provided for in arts. 15, item I, and 26 of CVM Instruction 361; AC00: number of shares of the class or species in circulation from 05/09/00; AAC: additional number of shares of the class or species in circulation from 05/09/00, as a result of: capital increases with subscription of shares, share bonuses, alienation of shares by the target company itself for maintenance in treasury, and conversions of shares of another class or species into shares of the class or species for which L(1/3) is to be determined; ARC: number of shares of the class or species withdrawn from circulation from 05/09/00, as a result of: redemption, amortization or reimbursement, acquisition of shares by the target company itself for maintenance in treasury or cancellation, and conversion of shares of the class or species for which L(1/3) is to be determined; AOPS: number of shares of the class or species alienated from 05/09/00 by the controller, by a person linked to him, or by other persons acting in concert with the controlling shareholder or person linked to him, through public secondary distribution offerings; AQ: number of shares of the class or species acquired by the controller/linked person, since 05/09/00, through an OPA or other means.

Distribution offerings carried out through Crowdfunding
In 2017, CVM Instruction No. 588/2017 was issued, establishing a new regulatory framework for public offerings of securities issued by small-sized business companies, automatically exempted from registration of distribution offerings, carried out through crowdfunding operations. Such instruction revoked the provision that existed in CVM Instruction No. 400/2003 (art. 5, item III), of automatic exemption for the case of issuance by small-sized companies and micro-enterprises, as defined by law, through which such offerings were then classified.

It is important to note that, while the previous discipline brought the legal concept of small-sized company and micro-enterprise, the new Instruction defines the concept of small-sized business company, which must apply to all offerors who raise funds through the Instruction in question.

Furthermore, it is important to observe that the Instruction in question does not regulate the activity of loans granted by individuals to individuals or legal entities through the worldwide computer network, program, application, or electronic means, which does not involve the issuance of securities.

We remind you that the request for registration of the participant with the CVM of the Electronic Platforms for Participative Investment, as well as any issue of this nature, must be submitted to the Superintendence of Market and Intermediary Relations (SMI), notably through the Business Analysis Management (GMN), with the certainty that any issue related to the offering carried out under the procedure now in question, including with regard to the duties of the platform inherent to its activities, are within the competence of this SRE.

The integration of the registration of this type of participant into the Restricted Efforts System ("SER"), through which the Start Forms provided for in annex 27-I of CVM Instruction No. 588/2017 are archived, is being implemented. Thus, until further guidance is given, for each new offering, the person responsible for the electronic participative investment platform must send such document through the "Digital Protocol" tool, according to the guidelines contained in item 1, above. The forms must be saved in PDF (Portable Document Format) format, non-editable and searchable.

This guidance is also applicable to the sending of the information provided for in Annex 27-II of the Instruction in question, required until March 1 of each year.

Virtual Assets and Public Offerings - ICO
Virtual assets and their effects on the structure on which capital markets are based currently represent a major challenge for regulators of the financial and capital markets not only in Brazil but also in other jurisdictions, due to the innovation inherent to this new model of instrument, raising diverse interpretations and still in constant evolution, regarding their economic and legal nature.

The operations known as Initial Coin Offerings (ICOs) can be understood as public fundraising, with the issuance of virtual assets, also known as tokens or coins, to the investing public as the consideration. Such virtual assets, depending on the economic context of their issuance and the rights conferred to investors, may fall within the broad definition of securities established in item IX of Article 2 of Law No. 6,385/1976. Notably, the presence in the contractual relationship of rights conferred to the acquirer, such as participation in capital or in agreements for fixed remuneration on the invested capital or voting rights in assemblies that determine the direction of the issuer's business, would support the interpretation that a certain virtual asset is a security.

In light of such assessment, if the classification as a security is verified, CVM competence would be attracted, and in this case, the public fundraising through the offering of such tokens must be submitted to the procedure of Instruction CVM No. 400/2003 or, alternatively, to Instruction CVM No. 588/2017. It should be emphasized that the distribution model on which an ICO process is typically based, notably based on blockchain technology, may imply the need to request waivers, whether of the offering registration or its requirements, or even of other regulatory obligations. Moreover, the regulatory framework that disciplines the infrastructure of operations in the capital market is founded on the triad of registration, custody, and bookkeeping of securities, a framework that does not appear to be compatible with a typical operation in the mold of an ICO, so it is also necessary to pay attention to the alternatives that could be implemented with a view to eventually replacing such infrastructure and what it proposes to safeguard - the protection of market agents.

With that said, it is, at first, the responsibility of the entrepreneur/offering party to evaluate whether the token offered represents a security or not (which does not bind the CVM, which may, eventually, take severe measures if it disagrees with the offering party's analysis and concludes that there was an irregular public offering of securities). In the negative case, CVM competence is excluded, and it is not necessary to carry out any procedure with this Autarchy. Moreover, it is important to emphasize that the registration of the public offering of distribution of securities does not serve to confer a "positive CVM endorsement", but rather to enable what is judged to be an adequate information flow to investors, who will make their own investment assessment.

It is important to emphasize that it is the responsibility of the entrepreneur/offering party to be aware of what is currently available in terms of regulations for public offerings of securities, without prejudice to the CVM's potential to act in the supervision and sanction of any irregular procedures, once identified.

Virtual asset offerings that fall within the definition of security and are in non-compliance with regulations will be considered irregular and, as such, will be subject to the applicable sanctions and penalties.

Guidelines for the Preparation of the Prospectus and Other Offering Documents

38.1. General Guidelines

In order to facilitate the verification, by the CVM, of the information that must be included, by virtue of applicable regulations, in the Prospectus and other documents of public distribution offerings, a detailed description indicating where the information required through the annexes of Instruction CVM No. 400/2003 is found (page number and item in the document) in each presented document should be sent, along with the request for offering registration, among which, as a non-exhaustive example, we can cite:

The information provided for the Prospectus in Annexes III and III-A of Instruction CVM No. 400/2003;
The information provided for the Notice of Start of Distribution in Annex IV of Instruction CVM No. 400/2003;
The information provided for the Notice of End of Distribution in Annex V of Instruction CVM No. 400/2003;
The information provided for the Securities Distribution Contract in Annex VI of Instruction CVM No. 400/2003; and
The information provided for the Securitization Term in Annex III of Instruction CVM No. 414/2004.

38.2. Rules on the preparation and disclosure of information

The Prospectus is not an advertising material. It is the document of information and data about the offering, directed to investors. It must contain necessary and sufficient information to allow investors to make a careful investment decision.

All information disclosed by the offering party must be written in simple, clear, objective, and concise language. The information provided by the offering party must be useful for the evaluation of the securities offered by them.

The offering party must disclose true, complete, consistent information that does not mislead the investor. Thus, as insufficient information harms the investor, excess can confuse or even discourage them from reading.

Factual information must be differentiated from interpretations, opinions, projections, and estimates. Factual information must be accompanied by an indication of its sources.

Regarding the organization of the Prospectus, it must facilitate its reading. The SRE emphatically recommends that, in the preparation and presentation of the Prospectus, the order set forth in Annex III of Instruction CVM No. 400/2003 be followed, maintaining the nomenclature of the sections and subsections.

We advise offering parties that it is not necessary to include in the Prospectus information that is not important to ensure that the document is a true, accurate, and complete portrait of their economic-financial situation and the risks inherent in their activities and the offered securities, such as repetitions of legal texts, explanatory notes, and parts of other documents.

The information contained in bylaws, fund regulations, debenture deeds, and securitization terms, documents that must be attached to the Prospectus, which need to be presented also in the body of the prospectus, must be synthesized and allocated by reference, avoiding pure repetitions of text.

38.3. Guidelines for drafting offering documents 1

An analysis should be made of what information investors need to make decisions, before words, sentences, or paragraphs are considered. The drafting of an offering disclosure document should be economical in the use of words and at a level that the public can understand. Its sentence structure should be concise. Its tone should be direct and inviting to read. Its design should be visually attractive. A simple document should be easy to read and appear to be intended to be read.

Investors need to read and understand offering disclosure documents to fully benefit from the protections offered by our Instructions. As many of them are not lawyers, accountants, economists, or investment analysts, the disclosure documents must be written in a language that investors can understand.

One should question whether the documents highlight the important information that investors need to make decisions. "Legalese," "economese," and other jargons of the past should give way to everyday words that communicate complex information clearly. Thus, investors will be more likely to understand what they are buying. Investment analysts and consultants can make better recommendations to their clients if they can read and understand these documents quickly and easily.

This does not mean excluding complex information to make the document easier to understand. For investors to make informed decisions, disclosure documents must convey complex information, ensuring the orderly and clear presentation of complex information so that investors can understand them.

Five steps for the preparation and disclosure of information:

i. Present the big picture before the details. Prospectuses routinely begin with a detailed description of the securities. You may read several pages before discovering what the company produces. It is difficult to absorb the details if you do not know why they are being given to you. Imagine trying to put together a complicated puzzle without first seeing the picture of the whole. Individual information means more to your readers if they know how it fits into the big picture.

ii. Use descriptive headers and subtitles to break documents into manageable sections. Prospectuses provide a lot of information. If you present the information in small pieces, it is easier to digest. Make sure your titles tell the reader what the next sections will cover.

iii. Always group related information together. This helps you identify and eliminate repetitive information.

iv. The degree of investment specialization of your audience will affect how you organize the document. If you are writing for financially unsophisticated investors, the overall organization of your document may have an educational approach. You may need to explain industry terms or concepts where they appear for the first time.

v. Review your document by taking a good look at the flow of information from beginning to end.

1 Inspired by the US Securities and Exchange Commission publication "A Plain English Handbook – How to create SEC disclosure documents"

complex information clearly. Thus, investors will be more likely to understand what they are buying. Investment analysts and consultants can make better recommendations to their clients if they can read and understand these documents quickly and easily.

Five steps for the preparation and disclosure of information:

iii. Always group related information together. This helps you identify and eliminate repetitive information.

v. Review your document by taking a good look at the flow of information from beginning to end.

38.4. Preliminary Prospectus and Definitive Prospectus

The Preliminary Prospectus should be used in public distribution offerings where there is the use of advertising material, the conduct of bookbuilding, and/or the receipt of reservations prior to the granting of the offering registration.

The Definitive Prospectus will be used in all public distribution offerings, after the registration has been granted by the CVM, containing the registration number and date.

In principle, the content of the Definitive Prospectus differs from the Preliminary Prospectus only by filling in the gaps with the final data of the offering and the CVM offering registration number. In case of relevant divergence between the information contained in the Preliminary Prospectus and the Definitive Prospectus, it will be necessary to allow the withdrawal of reservation requests, without burden to the subscriber or acquirer.

38.5. Availability and submission of the Prospectus to the CVM

The public offering Prospectus must be sent to the CVM together with the request for offering registration. This submission must be made in the form of an electronic document, preferably using the electronic document protocol on the CVM website.

Even in draft form, it will be made available on the CVM website as soon as the request for offering registration is made.

The Prospectus in draft form should not be available on the websites of the issuer/offering party and intermediaries.

The Preliminary Prospectus should not be made available by the issuer/offering party and intermediaries until the Market Notice is made available, as provided in Article 53 of Instruction CVM No. 400/2003. The Preliminary Prospectus must be available to investors at least 5 (five) business days before the initial deadline for receiving reservations.

The Preliminary Prospectus should not have gaps when the Market Notice is published.

The Definitive Prospectus should not be made available by the issuer/offering party and intermediaries until the Start Announcement is made available. The Definitive Prospectus must be available to investors at least 5 (five) business days before the initial deadline for accepting the offer if a Preliminary Prospectus has not been used.

It is important that the Prospectuses be available on the websites of the CVM, the issuer, the offering party, the markets where the securities are traded, and all participating intermediary institutions, in compliance with Article 54-A of Instruction CVM No. 400/2003.

On the initial pages of each of these websites, an exclusive icon for access to the Prospectuses must be made available, or at least the full access path to the Prospectuses must be informed.

We note that the delivery, for SRE analysis, of a Prospectus containing gaps or in draft form may entail additional requirements regarding issues not raised in a requirements letter, as well as an extension of the analysis period for compliance with the requirements.

38.6. Identification of persons responsible for the content of the Prospectus

The Prospectus must clearly identify the persons responsible for its preparation and for the truthfulness, consistency, quality, and sufficiency of the information provided therein.

38.7. Non-applicable information

If information requested in Annex III of Instruction CVM No. 400/2003 is not applicable to the issuer due to its characteristics, the same must expressly state this fact in the Prospectus and include a justification, explaining the reason why the requested information is not applicable to them.

38.8. Information of the debtor in corporate CRIs and CRAs

In the context of the analysis of requests for registration of public distribution offerings of CRI and CRA backed by corporate debtors, whose debtor is a publicly-held company and whose target audience is retail investors, the SRE will consult the SEP regarding the update of the debtor's registration.

38.9. Content of Prospectuses for public offerings of quotas of Real Estate Investment Funds and Investment in Participation Funds

The Securities Registration Superintendence has observed that the prospectuses of public offerings of quotas of FII and FIP present a large variation of content among different issuers, in addition to not respecting the order established in Annex III of Instruction CVM No. 400/2003 and emphasized in paragraph 35.2 of this Circular Letter.

Moreover, it is common to include information that does not respect the provisions of Article 38 of this Instruction, with redundant, unnecessary, or misleading information being presented.

In this sense, the SRE has, in the analysis of requests for registration of public offerings of quotas of FII and FIP, reiterated requirements with the aim of making the prospectuses of these offerings more objective and standardized.

With this, it has become required, for these types of offerings, the effective compliance with item 1-A of Annex III of Instruction CVM No. 400/2003, which deals with the Issuer Summary, which in this case is an Investment Fund.

The Fund Summary section is optional, in accordance with item 1-A of Annex III of Instruction CVM No. 400/2003, and if used, must respect the parameters established in § 3 of Article 40 of the cited Instruction.

Moreover, in compliance with item II of § 3 of Article 40 of Instruction CVM No. 400/2003 and because it is an Investment Fund, the content of the Fund Summary section must be consistent with the Fund Regulations and other mandatory filing documents with the CVM (for example, consistent with Annex 39-V of Instruction CVM No. 472/08 in the case of FII).

The Fund Summary section must be limited to 15 pages in accordance with item I of § 3 of Article 40 of Instruction CVM No. 400/2003.

It is important to highlight that, in accordance with Article 38 of Instruction CVM No. 400/2003, the Prospectus must contain "complete, accurate, true, current, clear, objective, and necessary information, in accessible language, so that investors can make a careful investment decision." In this sense, the prospectuses of public offerings of quotas of FII and FIP should not use incomplete information, combined with evaluations by the administrator or manager themselves about the sector in which the Fund operates, which may mislead the investor to assume the existence of a certain relationship between these data and the Fund's performance in a non-objective manner.

38.10. Content of Prospectuses for public offerings of quotas of Real Estate Investment Funds and Investment in Participation Funds that request automatic registration

From the publication of this Circular Letter, the SRE will begin to require the adaptation of Prospectuses for public offerings of FII and FIP, which request automatic registration, to the provisions in the previous section, even if the Prospectuses of previous Fund issuances were not in compliance with such provisions.

In this sense, the offering parties (Lead Coordinator and Administrator) must adapt the content of the Prospectuses of new Fund quota issuances to the provisions in the previous section under penalty of receiving a letter of impossibility of automatic registration for the requested updates.

38.11. Firm placement guarantee in registered public distribution offerings

In public distribution offerings where there is a firm placement guarantee, the distribution contract and other offering documents must contain a mechanism that provides for the occurrence of any conditions to which the provision of such guarantee is subject to be verified prior to the registration of the issuance, and the non-implementation of any of these conditions will be treated as a modification of the offering, if it has already been publicly disclosed.

38.12. Guidelines for filling out the Prospectus

38.12.1. Cover

It is preferable that the Prospectus cover contains only the information requested in the "Prospectus Cover" section of Annex III of Instruction CVM No. 400/2003, those mentioned here, and those expressly requested in specific requirements letters for each offering.

The cover should not contain any image except the logo of the issuer and the offering intermediary institutions.

The Prospectus must have, on the cover, the date of its preparation.

The registration number and date of the offering with the CVM must be included on the cover.

The dates of realization and publication of corporate acts that deliberated on the Offering must be included, including, where applicable, those related to the approval of the price per share, in accordance with Annex III to Instruction CVM No. 400/2003.

It is necessary to include, where applicable, information about the deliberations regarding the approval of the Secondary Offering by the Selling Shareholders, legal entities.

If applicable, information regarding the possibility of issuing supplementary and additional lots must be inserted, defining their origin, whether from the primary or secondary offering, specifying each portion.

The texts of the notice about the CVM Offering registration not implying judgment of the Issuer's quality and the notice about the need to read the risk factors, as expressly determined in Annex III of Instruction CVM No. 400/2003, must be expressed in full and with graphic emphasis (in bold, uppercase, and with a font two points larger than the rest of the text), and it is not permitted to add them with comments.

In the case where the issuer is a company registered in categories A or B, in accordance with Instruction CVM No. 480/2009, the section of the Reference Form in which the Issuer's Risk Factors are described must also be indicated.

When there is a risk classification note for the offered security, this must be informed on the cover. If the risk classification is preliminary, this must be specified.

In offerings where there is a provision for a bookbuilding procedure for price fixing, the issuance value may not be evident on the cover of the Preliminary Prospectus, presenting instead a price range, clarifying that the price range is only indicative and may be changed up or down upon conclusion of the bookbuilding.

It is recommended to insert a reference to the page of the Prospectus that presents the minimum, average, and maximum quotes of the Company's shares.

A reference to the page of the Prospectus where the nominal identification of each of the Selling Shareholders is included, with the individual description of the quantity of shares to be offered by each and the net resources obtained with said alienation, must also be introduced.

In the case of Infrastructure Debentures – Preferable to highlight on the Prospectus cover the number and date of publication of the ministerial ordinance that approved the investment project(s) as priority project(s) and the commitment to allocate the resources obtained in the offering to the approved priority project(s), in compliance with Article 6, item II of Decree No. 7,603/2011.

In highlight, the information that the Offering refers to "Incentivized Debentures with Tax Benefit in accordance with Article 2 of Law No. 12,431/2011" must be placed.

38.12.2. Index

It is recommended to prepare a complete index, also informing the pages of the subsections, so that all content can be easily found.

One must pay attention that all pages of the Prospectus must be numbered sequentially, including those of the annexes, continuously with the other sections, and all cross-references in the Prospectus must mention the page where the referenced information is found.

It is also important to reconcile the numbering presented in the index with the content of the respective pages, when necessary.

It is recommended to organize the presentation of the Prospectus according to the order set forth in Annex III of the Instruction.

38.12.3. Summary containing the characteristics of the operation

Summarized comments on the following topics must be included, when applicable:

Issuer;
Lead Coordinator;
Offering Coordinators;
Contracted Coordinators;
International Placement Agents;
Fiduciary Agent (Debentures, CRI);
Offering (Primary and Secondary);
Retail Offering;
Institutional Offering;
Priority Offering;
Additional Lot Option;
Supplementary Lot Option;
Target Audience;
Reservation Request;
Reservation Period;
Related Party;
Reservation Period for Related Parties;
Unit Price;
Bookbuilding Procedure;
Total Offering Value;
Firm Settlement Guarantee;
Settlement Date;
Supplementary Lot Settlement Date;
Rights, Advantages, and Restrictions of the securities;
Restriction on trading the securities (Lock-up);
Co-sale Right (Tag-Along Rights);
Trading Markets;
Inadequacy of the Offering to Certain Investors;
Risk Factors;
Destination of Resources;
Share Capital;
Corporate Approvals;
Institutional Investors;
Non-Institutional Investors;
Minority Shareholders;
Price Stabilization;
Free Float - Green Shoe;
Corporate Governance Mechanisms - Diffuse Control;
Participation of related parties in the price formation process;
Withdrawal from the Statute of Mechanisms for Guaranteeing Share Dispersal;
Conflict Resolution – Arbitration;
Subscription Bonus - Option Plan;

Issuing Institution.
The summary must necessarily be a summary of all highly relevant aspects of the Offering. Equal attention must be given to relevant negative aspects.
It is important to address the Secondary Offering, information regarding the Selling Shareholders, and, via a table, the quantity to be alienated by each of the Selling Shareholders, including information about the supplementary and additional lots.
Separately state the number of shares in the Primary Offering and the Secondary Offering, and, where applicable, the origin of the supplementary shares, whether from the primary or secondary offering, specifying each portion.

38.12.4. Issuer Summary
It is important to ensure that the information included in the Issuer Summary section is consistent with that in the Reference Form, where applicable.
The organizational structure of the Issuer must also be introduced, in order to describe the economic group in which the company is included, indicating the percentage of participation in all items comprising the corporate diagram.
It is interesting to add information regarding the shareholding control of the Company, before and after the Offering.
Where applicable, the phrase “This Summary is only a summary of the Issuer’s information. The complete information about the Issuer is in the Reference Forms, read it before accepting the Offering” must be included.
The five main risk factors relating to the issuer must also be included.
The Issuer Summary must not contain excessive adjectives, so as not to influence the careful formation of investment decisions. Expressions that qualify the Issuer should only remain in the Prospectus if they are accompanied by public sources, which through research allow such assertions.
Information regarding net equity and short and long-term indebtedness, before and after the issuance, must be added to the summary of selected financial indicators.
The inclusion in the Issuer Summary of the Summary of Financial and Operational Information is suggested, presenting the variations in equity and income statement accounts, taking into account both the variation in the value of each item between fiscal years ("horizontal analysis") and its relative weight in Assets or Liabilities/Equity ("vertical analysis"). For the vertical analysis of income statement accounts, consider the Net Operating Revenue item as the base of 100.

The above considerations regarding the Issuer Summary must also be applied to the Prospectus section that brings information about the Debtor in CRI and CRA operations.

38.12.5. Identification of Administrators, Consultants and Auditors
The addresses of the Administrators stated in the Prospectus must be the same as those referred to in the Market Notice and the Start of Offering Announcement.
The persons responsible for the legal entities that will sign the declaration of item 2.4 of Annex III to CVM Instruction No. 400/2003 must be statutory directors.

38.12.6. Information Relating to the Offering

38.12.6.1. Composition of Share Capital
In the case of an offering of shares and debentures, a table must be presented relating all shareholders who directly or indirectly hold a participation in the Issuing Company greater than 5% before and/or after the Offering, showing the respective participations in quantitative and percentage terms. In the same table, emphasis must be given to shareholders who are part of the control block; We suggest including information regarding the exercise of control power after the Offering, mentioning the possibility of the Company being subjected to diffuse control or clarifying whether, after the Offering, the Company will continue under the current control group. We advise highlighting the existing corporate governance mechanisms to promote alignment between Administrators and Shareholders, including a summary of the rules for the election, replacement, and removal of Shareholder representatives on the Board of Directors and the Fiscal Council.

38.12.6.2. Characteristics and Deadlines
In the case of primary issuance, a justification for the issue price and the criterion adopted for its fixation must be included.
In secondary offerings offered by a legal entity, information must be introduced regarding the corporate authorizations necessary for the secondary distribution of the securities, identifying the deliberative bodies responsible and the respective meetings in which the operations were approved.
The differentiated allocation criteria that will be observed, for example, for Non-Institutional Investors considered to have “allocation priority” and “no allocation priority”, must be explained.
Regarding the withdrawal of the Reservation Request, it must be explicit that it will occur without burden for the subscriber or acquirer in the event that a relevant divergence is found between the information contained in the Preliminary and Definitive Prospectuses.

We understand it is necessary to communicate to investors if, in the process of fixing the price, through the collection of investment intentions (bookbuilding procedure), bids from persons linked to the distribution, as defined in art. 55, will be accepted, except by intermediaries contracted with a firm underwriting guarantee clause. In the affirmative case, define the maximum admitted limit of participation of linked persons in the book and alert investors to the risk of poor price formation or loss of liquidity of the securities in the secondary market. It must be observed that the Schedule of stages of the offering must present dates, not merely indicating timeframes. It must also present the timeframes, conditions, and method for the subsequent alienation of the securities acquired by the coordinators as a result of the provision of guarantee, and the timeframes for, if applicable, return and reimbursement to investors. The schedule of the stages of the offering must be kept updated, whenever possible, throughout the CVM analysis period. The information that all scheduled dates are merely indicative and subject to change must be included, alerting that, after the granting of the Registration, any modification in the Distribution Schedule must be communicated to the CVM and may be considered as a modification of the Offering, following the provisions of articles 25 and 27 of CVM Instruction No. 400/2003. Include information regarding the procedures that must be adopted in the event of suspension, cancellation, or modification of the Offering, in accordance with articles 20, 25, 26, and 27 of CVM Instruction No. 400/2003. The forms of written communication accepted so that the investor can withdraw from the Offering, where applicable, must be indicated. The deadline for withdrawal of the reservation or restitution of values delivered by accepting investors, in the event of modification or revocation of the offering, must be communicated. Additionally, insert information regarding the incidence of taxes and monetary correction on such values. Clarify whether there has been or is provision for the occurrence of stock split or consolidation of the Company’s shares and at what moment this will occur. If the consolidation occurs before the Offering, this fact must be duly considered in the dilution calculations and in the other applicable sections of the Prospectus. The dilution resulting from the exercise of options granted by the company in option plans must also be informed. When it is a Secondary Offering, even if there is no provision for the issuance of new Shares, the dilution suffered by the Offering investors must be shown, comparing the Price per Share with the book net asset value per share contained in the last audited Financial Statements. The dilution of new investors will be represented by the difference between the two previous values. Moreover, the percentage dilution of these new investors must be presented, dividing the found
dilution value by the Price per Share. It is true that there will be no variation in the book net asset value per share due to the realization of the Offering, as it is a Secondary Offering, but this does not mean that new investors will not be diluted, as they may pay in the Offering a Price per Share different from the book net asset value per Share. It must be clarified whether there will be, or not, any incentive for the purchase of shares by the Company’s and/or subsidiary’s employees, as well as by the holders of their commercial representations (Priority Allocation). It is necessary to communicate about any destination of the public offering or parts of the public offering to specific investors and the description of these investors, in compliance with the terms of item 3.2.5 of Annex III of CVM Instruction No. 400/2003. Also pay attention to the clarification regarding whether the Reservation Period for Linked Persons and the Reservation Period for other non-institutional investors will start on the same day. If the Reservation Period for Linked Persons starts before the Reservation Period for other non-institutional investors, insert information in the Offering documents to make it clear that, in case of allocation in the offering intended for non-institutional investors, the same cannot prioritize the reservations made by Linked Persons, even if they were made prior to the start of the Reservation Period for other non-institutional investors (which also cannot occur even if both reservation periods start on the same day). Inform the distinction and separation of persons subject to restrictions on the sale of shares. Additionally, specify, if applicable, the exceptions to the established restrictions. If necessary, pay attention to the inclusion of a statement detailing the profile of the investor for whom the offering is inadequate, as generic statements of inadequacy are not accepted. Furthermore, the admission to trading on a stock exchange or over-the-counter market must be specified.

38.12.6.3. Securities Distribution Contract
Highlight any guarantee clauses in the international distribution contract, especially regarding adverse events that may cause indemnification by the Company and that do not correspond to those in the Brazilian offering contract.
The location where the copy of the distribution contract will be available for consultation and reproduction must be specified.
Detail all relevant relationships between the Company, the Lead Coordinator, the other intermediaries, and their respective economic conglomerates, informing their object, purpose, dates of celebration and maturity, timeframes, remunerations, and parameters adopted. The criteria for calculating any remuneration, in addition to those cited in the distribution contract, paid to intermediaries and referenced by the price of the offered shares must also be detailed. In this case, such values must also be included in the distribution cost table. The use of generic statements such as “usual relationships according to market practices” or “usual practices of the financial market” is prohibited. Additionally, all possible conflicts of interest involving the intermediary institutions and the issuer must be identified, including those related to the linking of intermediary institutions' remuneration to the price per share, and, if applicable, a cross-reference must be made to the risk factor that addresses excessive dependence of the Coordinator on the price per share of the Offering. We especially warn that information provided regarding Incentive or Success Commissions, which are quite common in offerings of distribution of shares and debentures, must be improved in light of the guidelines now provided. The purchases and sales, by the intermediaries and their respective economic conglomerates, of securities issued by the company, occurring within a minimum period of twelve months prior to the filing of the registration request for the offering, must be informed, with indication of the object, price, and other conditions of each transaction. It is convenient to report the participations of the intermediaries and their respective economic conglomerates in public offerings of securities issued by the company, in financing operations, and in corporate restructurings of the company’s economic group, occurring within a minimum period of twelve months prior to the filing of the registration request for the offering, informing the remuneration received or to be received and the other characteristics of each operation. Already in the Preliminary Prospectus, upon publication of the Market Notice, the demonstrative values of distribution costs must be filled in. Considering, for example, for said calculation, the upper limit of the estimated price range for the Offering as being the issue price per share. The criterion used must be explicit. Additionally, the unit cost of distribution must be specified. It is necessary to discriminate, separately, the costs of auditing, risk classification, legal advice, and commissions, not allowing these to be presented in the “other costs” line. For other costs, an analogous criterion must be adopted to that provided in §2 of art. 176 of Law No. 6,404/1976, which stipulates that: “In the statements, similar accounts may be grouped; small balances may be aggregated, provided that their nature is indicated and they do not exceed
0.1 (one tenth) of the value of the respective group of accounts; but the use of generic designations, such as "various accounts" or "current accounts", is prohibited. All forms of remuneration of intermediaries, due by the issuer and/or selling shareholders, must be described, as well as any and all other remuneration, beyond those provided in the distribution contract, even if indirect, such as those resulting from loans and guarantees linked to the public offering, including: (i) commissions; (ii) reimbursement of expenses related to the offering, with the exception of those resulting from printing or registration; (iii) fees received or to be received due to the provision of consulting services related to the offering; (iv) shares issued by the company or securities referenced or convertible into these shares, which have been or will have to be delivered in exchange for the concession of a loan to the company or members of the company’s economic group, or as a form of remuneration for any other service provided to the company or members of the company’s economic group. Inform whether the company, in the case of a secondary offering, will bear all distribution costs or if these will be shared with the selling shareholder, specifying, in this case, the bases of the sharing. The distribution cost table must be subdivided so that it is clear the costs paid by the Selling Shareholders and by the Company. Inform whether a liquidity guarantee contract and/or Market Maker Contract has been or will be signed, explaining its main characteristics and indicating the location where a copy of the contract can be obtained.

38.12.6.4. Destination of Resources
Already in the Preliminary Prospectus, upon publication of the Market Notice, clearly and objectively expose the estimated percentage for each item of the resource destination, as well as the impact on the Company’s equity situation and results.
Mention in the Prospectus, based on the provisions of the caput of art. 30 of CVM Instruction No. 400/2003, information regarding the treatment to be given in the event of partial primary distribution of securities, specifying, if applicable, the minimum quantity of securities or the minimum amount of resources for which the public offering will be maintained and about the eventual alternative source of resources provided to achieve its objective. And in the event that there are several objectives and only part of the resources is obtained, which objectives will be prioritized.

38.12.7. Offering Risk Factors
It is necessary that the risk factors be presented clearly and objectively, they cannot be mitigated, that is, they must be described without attenuations. In this sense, there are expressions to be avoided, such as: “however”, “despite”, “on the other hand”, “nevertheless”, “although”, “inversely”, “even considering the point addressed previously”, among others. It is recommended that the risk factors be presented in descending order of importance. In offerings with the participation of linked persons (as defined in art. 55 of CVM Instruction No. 400/2003) in the bookbuilding process, it is fundamental that the risk of poor price formation and/or loss of liquidity of the securities in the secondary market be described. A risk factor must be included that addresses the fact that a significant portion of the administrators' remuneration is linked to the quotation of the Company’s shares. In this section, it is also important to introduce a risk factor identifying all possible conflicts of interest involving the intermediary institutions, the issuer, and/or the selling shareholders, including, where applicable, those related to the linking of the intermediary institutions' remuneration to the price per share.

38.12.8. Information regarding the third-party guarantor
Item 7.2 of Annex III (Prospectus) of CVM Instruction No. 400/2003 deals with information regarding the third-party guarantor or recipient of resources, and makes references to several items of the reference form (whose content is described in Annex 24 of CVM Instruction No. 480/2009).
The content of the reference form was modified by CVM Instruction No. 552, of October 9, 2014, without item 7.2 of Annex III of CVM Instruction No. 400/2003 having undergone the necessary alterations, which will occur opportunistically.
Thus, while the due modifications are not made in CVM Instruction No. 400/2003 to reflect the changes arising from CVM Instruction No. 552/2014, the items of the reference form that must be presented due to item 7.2 of Annex III are the following: 3.7, 6.1 to 6.3, 7.1, 8.3, 12.1, 12.5, 13.2, 15.1, 15.4, 15.7, 15.8, 16.2, 17.1, and 18.5.

38.12.9. Statistical information on credit rights – Corporate CRI and CRA
For the purpose of complying with item 2.6 of Annex III-A of CVM Instruction No. 400/2003 in CRI and CRA “corporate” operations, the statistical information on defaults, losses, or prepayments of credits of the same nature as the credit rights that will compose the offering party’s assets must be calculated based on the information existing regarding any and all debt titles issued by the debtor company of the collateral, comprising a period of 3 years immediately prior to the date of the offering. Based on item 3.5.1 of Annex III of CVM Instruction No. 400/2003, in CRI and CRA “corporate” operations, a specific section must be inserted in the Prospectus where economic-financial indicators of the collateral debtor are exposed, prepared based on the Financial Statements attached in the manner provided by item 5.3 of Annex III-A of CVM Instruction No. 400/2003, accompanied by these same indicators updated solely and exclusively due to the raising of resources that will take place through the offering, in order to allow the visualization of the impact on the debtor’s indicators with said raising. In this sense, indicators of the following types must be included in the Prospectus: (i) liquidity indices (for example: net working capital, current liquidity index, and quick liquidity index); (ii) activity indices (for example: inventory turnover, average collection period, average payment period, turnover of permanent assets, and turnover of total assets); (iii) indebtedness indices (for example: general indebtedness index, interest coverage index, fixed payment coverage index); and (iv) profitability indices (for example: gross margin, operating margin, net margin, return on total assets, return on equity, earnings per share, price/earnings index).

38.12.10. Information on debtors or co-obligors
Considering the understanding manifested by the CVM Collegiate in a meeting dated 07/17/2018, within the scope of the registration request for a public offering of distribution of Agricultural Receivables Certificates of the 1st series of the 17th issuance of Vert Securitization Company S.A. (CVM Process No. 19957.005037/2018-91), for the purpose of complying with item 5.3 of Annex III-A of CVM Instruction No. 400/2003, art. 5 of CVM Instruction No. 414/2004, and art. 11, § 2, of CVM Instruction No. 600/2018, we clarify that, if the 20% limit referred to in the cited normative devices is exceeded by both the debtor and the co-obligor, the financial statements of both must be attached to the Prospectus, since such devices aim to guarantee that the investor can evaluate all the risk inherent to the operation, which passes through both the risk of the debtor and the risk of the co-obligor. In this situation, the investor would be exposed to the risk of the co-obligor after being exposed to the risk of the debtor, which is different from being exposed only to the risk of one or the other in isolation. In this sense, for CRA offerings to investors who are not considered as qualified, in accordance with current regulation, the provision of item III of art. 12 of CVM Instruction No. 600/2018 leads to the interpretation that, if there is a debtor or

coobrigado with exposure above 20% of the total CRA issued, both must comply, indistinctly, with one of the two clauses of this same article (“a” or “b”), that is, both must be a publicly-held company or a financial institution or equivalent.”.

Guidelines related to distribution offers conducted under restricted efforts - CVM Instruction No. 476/2009

39.1. General Guidelines

Initially, we remind you that private offerings of securities fall outside the legal mandate of this CVM.

Thus, we reiterate the provision of art. 1, §2 of CVM Instruction No. 476/2009, in the sense that such norm does not apply to private offerings of securities.

It is also important to highlight the definition of public distribution acts contained especially in items I and II of art. 19 of Law No. 6385/1976:

§3º - The following characterize public issuance:
I - the use of sales or subscription lists or booklets, brochures, prospectuses or advertisements intended for the public; II - the search for subscribers or purchasers for the titles through employees, agents or brokers;

Thus, within the scope of supervision of offers, it is appropriate to eventually request intermediaries to identify the acts of distribution that characterize the public sales effort within the scope of offers conducted with restricted efforts, including in light of the obligation contained in CVM Instruction No. 476/2009, notably in art. 7, §2 (The offeror and the lead intermediary of the offer must maintain a list containing: I – the name of the persons sought; II – the number of the Individual Taxpayer Registry (CPF) or National Registry of Legal Entities (CNPJ); III - the date on which they were sought; and IV - their decision regarding the offer.).

Another aspect that must be pointed out is the fact that the ongoing maintenance of an offer under the procedure of CVM Instruction No. 476/2009 is only justified by the continuity of sales efforts. When analyzing offers that have been conducted and are ongoing, it can be verified that some Investment Fund offers have been kept open, even without subscription by new unitholders, thereby prejudicing the very characterization of a public offer. In order for such distortion of purpose not to occur, art. 8-A was inserted into the Instruction in question, which establishes a maximum subscription period of 24 months for the securities subject to a given offer under restricted efforts. It is important to alert that, in the case of offers that were ongoing when the introduction of such provision occurred, the understanding is that, in these cases, the distribution must be closed within 2 years counted from 24.08.18, the date of entry into force of CVM Instruction No. 601/2018, which promoted the alteration in question.

Finally, we remind you that the Professional Investor declaration, required by force of CVM Instruction No. 539/2013 (art. 9-A item IV), in the case of natural or legal persons who possess financial investments in value greater than R$ 10 million, may be made by the manager for all funds under management.

39.2. System for receiving information on Offers with Restricted Efforts and Waivers of art. 5 of CVM Instruction No. 400/2003

In the case of distribution offers with restricted efforts, communications regarding the start and end of the offer must be sent to the CVM, in accordance with art. 7-A and art. 8 of CVM Instruction No. 476/2009, in the form of annexes 7-A and 8 of the same Instruction.

Partial communications (semi-annual) must also be sent, if the offers have a duration greater than 6 (six) months.

As for offers with waiver of registration for single and indivisible lots (art. 5, II, of CVM Instruction No. 400/2003), the information is required in accordance with art. 5, §3 of the same Instruction.

The information must be provided by the lead intermediary institution of the offer. All institutions part of the securities distribution system already have authorization to send information using the master password of the institution in CVMWEB (“director responsible for IN 505”).

Access will be made through the CVM page (http://www.cvm.gov.br): Systems Center, Public Offers, Offers with Restricted Efforts and Waivers of Art. 5 ICVM 400 / Sending of Communications (via CVMWeb).

Authorization for the use of the Public Offers System with Restricted Efforts may be delegated at: Systems Center / CVMWEB / Account Administration / Delegation of Tasks.

The deadlines for sending the information are:

In Offers with restricted efforts:
i. The Initial Form must be sent within 5 (five) business days, counted from the first contact with potential investors;

ii. The Final Form must be sent within 5 (five) days, counted from the end of the offer;

iii. If the public distribution offer with restricted efforts is not closed within 6 (six) months of its start, the Partial Form must be sent. While the offer is not closed, a new partial form must be sent every six months, with the accumulated placement data up to the sending.

In single and indivisible lot offers, the Final Form must be sent within 5 (five) days of the end of the offer.

Information sent with inaccuracies may be altered by the lead intermediary institution itself. Up to two alterations of each form sent may be made. Only the last form sent regarding each offer may be altered, that is, the form may only be altered while no subsequent form has been sent.

As stated in Circular Letter No. 02/2016/CVM/SIN/SRE, the administrator of an investment fund regulated by CVM Instruction No. 555/2014 must inform all its public distribution offers of units through the CVMWeb System, observed that the information of the initial distribution is a requirement for the fund’s registration status with this Commission to change to “in normal operation”. And, if the public distribution of units of closed investment funds is conducted with restricted efforts, the lead intermediary institution of the offer must provide the information provided for in articles 7-A and 8 of CVM Instruction No. 476/2009, in the form of its annexes 7-A and 8, through the information reception system for distribution offers with restricted efforts, available on the CVM portal. Thus, the information must be sent through both systems.

We have observed a significant number of communications sent with incorrect, duplicate, or incomplete information. We request that information be checked before sending. Before sending a second communication, the accuracy of the previous communication must be verified and it may be altered if necessary.

We remind you that these communications are directed to the general public. The sending of incorrect information, even unintentionally, constitutes a serious violation of the norm that disciplines offers conducted under restricted efforts and may generate an irregularity investigation procedure and eventual sanctioning process.

For communication of system errors, send an email to suporteexterno@cvm.gov.br.

39.3. Interpretation of art. 9 (4-month period between offers with restricted efforts)

In the understanding of SRE, corroborated by the Specialized Federal Prosecutor’s Office, in the absence of prescription in law or regulatory norm through which different species of a given security have been created, as occurs, for example, with shares (art. 15 of Law No. 6.404/1976) and debentures (art. 58 of Law No. 6.404/1976), the species will be unique and, thus, the provision of art. 9 of CVM Instruction No. 476/2009 must be understood as referring to each of the securities listed in art. 1, §1 of the Instruction.

Thus, it is not possible to conduct restricted effort offers of different issuances or series of the same species of the same security without observing the 4 (four) month period between offers, observed the exceptions provided for in the sole paragraph of art. 9.

We particularly highlight that a single offer will be considered, for the purposes of the limits contained in art. 3, items I and II of CVM Instruction No. 476/2009, offers of different issuances, series or classes of the same species of the same security conducted simultaneously. Therefore, in such case, these offers must comply, jointly, with the limits of the number of investors sought and of subscriber investors.

Furthermore, we alert that the period provided for in art. 9 in question must be observed even if the offer is closed without subscribers. The closure of the offer, whether by voluntary decision due to the absence of investors or by subscription of the securities, must be communicated in accordance with art. 8 of the Instruction in question and must be considered as a benchmark for the purposes of determining the time lapse, to which two successive offers under restricted efforts must be submitted. Regardless of whether there are subscribers or not, the decision to cease the search for investors (“cancellation of the offer”) characterizes the closure of the procedures related to the offer.

39.4. “Offer Data” Table of the Partial and Closing Forms of distribution

Regarding the classification of the non-resident investor within the scope of such offers, it is important to identify where the distribution efforts were carried out, taking into account the location of the sales effort and the material made available to the investor/manager. In this sense, in the case of a public offer where there were no placement efforts abroad (144a and Reg S), that is, where the approach of the potential investor took place in Brazil, the non-resident investor must be considered for the purposes of applying the limits established for seeking and subscription in offers under restricted efforts, and will be informed in the “Foreign Investors” item of the Partial and Closing Forms, and not through the “Offer Concurrently Abroad?” selection.

Furthermore, subscribers who are exercising priority or preference rights will be disregarded for the purposes of verifying the limits provided for in article 3, items I and II of CVM Instruction No. 476/09 and must be listed in the “Others” item of the Partial and Closing Forms, specifying which hypothesis it is.

39.5. Treatment given to unitholders of funds that do not qualify as professional investors in public offers with restricted efforts

The understanding manifested in this section was the subject of Circular Letter No. 01/2016/CVM/SIN/SRE, of 16/05/2016.

Article 151 of CVM Instruction No. 555/14 allows “the maintenance and the making of additional applications, in funds for qualified investors, by unitholders who cease to fit into the category of qualified investor” established by CVM Instruction No. 554/14, provided that the conditions established therein are respected.

Similarly, article 152 of that Instruction provides for similar permission for unitholders of exclusive funds or “that require a minimum application per investor of R$ 1,000,000.00” and that have also adapted “to the rules applicable to the category of professional investor”, as defined, also, by CVM Instruction No. 554/14.

The interpretation of the technical areas is that unitholders of funds provided for in the conditions of articles 151 and 152 of CVM Instruction No. 555/14 may participate in public offers conducted based on CVM Instruction No. 476/09, even if they do not meet the qualification requirement demanded by that norm (as professional investors).

Also, the participation of investors in public offers with restricted efforts of units of funds in which they already invest and that meet the provisions above should not be considered in the limits of seeking 75 unitholders; or of acquisition of units by 50 investors, to guarantee the right of priority in the acquisition of units in order to maintain proportionally their participations in the fund.

On the other hand, it is worth highlighting that the distribution of units of new investment funds, or even distributions of units of existing funds, but intended for new investors, must fully comply with the requirement provided for in article 2 of CVM Instruction No. 476/09, regarding the exclusive participation of professional investors.

It is worth informing, finally, the interpretation of the technical areas that, by force of the application of article 1 of CVM Instruction No. 555/2014, the transitional rules provided for in articles 151 and 152 of that Instruction extend to investment funds regulated by other CVM Instructions.

Advertising Material

This section brings guidelines for the preparation of advertising material for public distribution offers. Adherence to the guidelines set forth here will make the approval of the advertising material submitted to the prior analysis of this autarchy more agile.

Before providing such guidelines, given what has been identified during its Supervision activity, SRE considers it relevant to make some specific reservations regarding the use of advertising material or dissemination and support material in cases of offers automatically waived from registration of distribution (COE offers, under restricted efforts, offers conducted in the crowdfunding structure, or still under the waiver provided for in art. 5 of CVM Instruction No. 400/2003).

In this sense, in such offers, special attention is requested to the language employed as well as to the correct approach of the risks related to the investment. It is worth noting that in the case of automatic waiver of registration, it is essentially presumed a particularly rigorous, diligent and cautious action on the part of those involved in the offer. This is because there is no process of interaction with the CVM, characteristic of the registration analysis stage, interactions through which the adequacy to what the norm provides for is sought preventively, including regarding the informational content to be provided to investors, central pillar of the function of public offer registration.

40.1. Most Common Requirements

40.1.1. For written materials (printed, sent by email or available on websites)

That all advertising material, on all its pages, contain the following warning: “READ THE PROSPECTUS AND THE REFERENCE FORM BEFORE ACCEPTING THE OFFER, ESPECIALLY THE RISK FACTORS SECTION” or “READ THE PROSPECTUS AND THE FUND REGULATIONS BEFORE ACCEPTING THE OFFER, ESPECIALLY THE RISK FACTORS SECTION”, as appropriate, in order to fully comply with the provision of §3 of art. 50 of CVM Instruction No. 400/2003.

That the said text be located preferably at the bottom of the page of the advertising material and that such information occupy about 20% of the length or width of each page, as the text is arranged, with emphasis and, still preferably, on a white background and black letters.

That all advertising material contain, on all its pages, the banner “ADVERTISING MATERIAL”, in attention to the provision of §3 of art. 50 of CVM Instruction No. 400/2003. That this banner be located, always, at the top and above any other content of the advertising material, in a prominent way, preferably on a white background and black letters, and in a font size equivalent to, at least, 50% of the size of the largest font used on the page.

That all advertising material inform the locations where the prospectus, the reference form and equivalent documents are available. Among these locations include the CVM, the issuer, the offeror, the lead intermediary institutions of the offer, and, when applicable, the trading environments or platforms of the securities to be distributed. That it also inform the complete electronic address, that is, the one that gives direct access to the Prospectus and the reference form, or explain, step by step, the way to perform such access.

As provided for in §2 of art. 50 of CVM Instruction No. 400/2003, that the advertising material be prepared in serene and moderate language. In this sense, that the advertising material present, for example, the risk factors of the Offer in font size equivalent to that used in the favorable information to the Offer that it contains. Another example: if the favorable information to the Offer occupies seven pages of the advertising material and the risk factors section occupies seven pages of the prospectus, this section can be fully transcribed in the advertising material. However, if the advertising material has only two pages, it may be sufficient to include the titles of the risk factors, if self-explanatory, or a summary of the risk factors. The goal is thus a balance between “favorable” and “unfavorable” information in the advertising material.

It is important to emphasize that the presentation of risk factors must be an integral part of the body of the advertising material, and cannot be placed in annexes or in any way that may suggest that it is detached from the rest of the material.

When the advertising material adopts the form of questions and answers, that it maintain a balance between answers favorable and unfavorable to the offer. In this sense, that it contain questions about the risk of the operation, such as “can I lose all the money invested?”, “how do I know all the risks of this investment?” etc.

40.1.2. For audio and video materials

Given that the “radio spot” is advertising material, this requires prior approval of the CVM, in accordance with art. 50 of CVM Instruction No. 400/2003, by presenting its text in writing and also the recorded audio. The latter, with a slow intonation, in order to allow full hearing of the mandatory warning about the need to read the Prospectus and the reference form, especially the section on risk factors. The recorded audio can be sent after the submission and approval of the written text.

The TV commercial film must also be submitted to prior approval of the CVM, in accordance with art. 50 of CVM Instruction No. 400/2003, by presenting the written text and the recorded video. The audio of the film also deserves a slow intonation, in order to allow full hearing of the mandatory warning about the need to read the Prospectus and the reference form or the fund regulations, especially the section on risk factors. Preferably, this warning should also be displayed in writing in the film, in size, color and time sufficient for easy reading by viewers.

40.1.3. Other important information

When referring to target profitability, that the advertising material contemplate, in a prominent way, that this does not represent and nor should be considered, under any hypothesis, as a promise, guarantee or suggestion of profitability, in view of the provision of article 38, item V, of CVM Instruction No. 209/1994, in article 36, items VIII and IX, of CVM Instruction No. 356/2001, in article 35, item VIII, of CVM Instruction No. 472/2008 and in article 43, item V, of CVM Instruction No. 578/2016. That the advertising material, even if not referring directly to target profitability, comply with the provision of this recommendation.

That the advertising material not contain information that is not in the Prospectus or the reference form, considered the provision of §2 of art. 50 of CVM Instruction No. 400/2003.

That the advertising material be sent to the CVM for approval with its pieces individually identified (with name), in final layout and that we be informed in which media it will be broadcast (printed, site, newspaper, radio, TV, etc.).

That the letter, email, or any other means that will serve to send the advertising material to investors also be sent for analysis.

To facilitate the review of the advertising material by the CVM, the petition that sends it must indicate the pages of the Prospectus and the reference form where the content presented in the advertising material is found.

That the advertising material used not contain modification of form, color, letter size, arrangement of information, etc., when compared to that approved by the CVM.

As established by the caput and §2 of art. 50 of CVM Instruction No. 400/2003, and also in a decision of the CVM Board issued on 27/09/2011, within the scope of Process CVM RJ 2011/9865, it is not possible to use advertising material if the offer does not have a prospectus, or if the Prospectus is not yet available in the mandatory locations. This rule is excepted for offers of Structured Operations Certificates (“COE”), Collective Hotel Investment Contract (“CIC Hotel” or “CondoHotel”) and Crowdfunding.

The insertion of information about the offer in an internal newspaper or directed to employees of any institution related, directly or indirectly, to the offer, is considered advertising material, therefore subject to compliance with art. 50 of CVM Instruction No. 400/2003 and the observance of this Circular Letter. It is not considered advertising material that intended to inform employees themselves about the differentiated way to adhere to the offer or the material used for sales team training as long as it is not distributed.

We remind you that the provision of §3 of art. 9 of CVM Instruction No. 400/2003, to give agility to the approval of advertising material by the CVM, establishes that in compliance with the requirements formulated by the CVM, the documents must be presented in two versions: the first with the marking of the alterations determined by the CVM, differentiated from those that do not result from compliance with such determinations, and the second without any marks.

The use of advertising material on social networks is not permitted, as they allow comments that cannot be controlled by the offerors and that, eventually, may mislead investors.

40.2. Institutional Advertising

For the purposes of this Circular Letter, “institutional advertising material” is understood as all and any advertisements, propaganda, advertising campaigns and other dissemination materials of the issuer's brand and not of its products, broadcast during the offer, in printed, electronic, digital and/or functional media, both for external dissemination and for internal dissemination in the issuer, by any means, such as newspapers, magazines, internet, open and/or subscription TV, radio, banners and billboards.

It is up to the issuer, together with the lead intermediary institution, to carefully analyze each advertisement, propaganda, advertising campaign and other materials of the issuer to be used during the conduct of the offer, to verify if these can be classified as institutional advertising material, and evaluate the implementation of the additions described in the item below.

40.2.1. Inclusion of Warnings

The institutional advertising material must contain the following text at the end of its broadcast:

“The [name of the issuer or offeror] is conducting a public distribution offer [primary and/or secondary] of [species of the securities subject to the Offer] of its issuance (or of issuance of [name of the issuer]) in process of registration with the Securities and Exchange Commission. Read the Prospectus and the Reference Form before accepting the Offer, especially the Risk Factors sections.”

We also recommend that the text have a font size equivalent to at least 50% of the size of the largest font used on the page and be in bold. In the case of audiovisual institutional advertising material, the text should be displayed at the end of the advertisement, in a size and duration sufficient to allow easy reading by the public. In the case of audio advertising material, the text should be narrated at the end of the advertisement in a slow manner, for easy comprehension by the public.

40.3. Deadlines and Procedures

We recommend that all types of advertising material be submitted to the CVM at once, both in the initial protocol and in the response to requirements, in order to speed up its analysis.

The use of advertising material during the offering will depend on prior CVM approval, in accordance with the terms and deadlines set forth in Article 50, §1, of CVM Instruction No. 400/2003, namely:

10 (ten) business days, counted from the date of submission of the advertising material, for public offerings for the distribution of investment fund quotas; and
5 (five) business days, counted from the date of submission of the advertising material, for other offerings.

It is important to alert that the supporting documents for presentations offered to investors (“support material” provided for in art. 50, §5 of CVM Instruction No. 400/2003) must not present the same content as advertising materials under analysis at the CVM, and the use of material not yet approved is prohibited under any circumstances.

It should be noted that the subsequent approval of the advertising material would not exempt the irregularity practiced in the eventual distribution to potential investors of the support material containing advertising material pending approval, remembering that the distribution of support material is prohibited.

The SRE understands that the advertising material must be presented for approval during the period of analysis of the registration request for the offering. Repeated submission of advertising material within the scope of the same offering is not expected, especially after the granting of its registration, considering the difficulties imposed for its subsequent analysis and possible developments in the distribution schedule and eventual modification of the offering, generating rework and potentially implying the update of the Prospectus and the reference form. The advertising material cannot be used until it is approved by the CVM, as established in the caput of art. 50 of CVM Instruction No. 400/2003. It should be observed that in accordance with art. 59 caput and item VIII, the broadcasting of advertising material without prior CVM approval or in disagreement with the provisions of CVM Instruction No. 400/2003 is considered a serious violation.

40.4. Pre-approved advertising material models

Model I - Presentation of the offering on the websites of intermediary institutions, where there must be links to the reservation request and to the prospectus, with access to the reservation request remaining blocked until the investor accesses the prospectus; Model II - Text for the dissemination of the offering by e-mail to potential investors; and Model III – Summary information sheet containing an objective description of the main aspects/attributes of the security object of the offering to be sent by e-mail.

We emphasize that the use of Models II and III necessarily presupposes the use of Model I, that is, for the submission of e-mail to potential investors to be considered approved, it will be necessary to present the offering on the websites of the senders. If the advertising document known as “take one” is also used, it must be made available, in accordance with Model I, on the websites of all intermediary institutions participating in the offering that use the aforementioned model.

Regarding Model III, considering that the sheet provides summarized and only factual information regarding the security object of the offering, it must strictly observe the versions contained in this Circular Letter, according to the respective security. In the fields that do not contain brackets for filling in factual information, lists with exhaustive alternatives for selection must be used, as indicated in the columns to the right of each version of Model III.

If any characteristic of a particular offering cannot be framed in the existing alternatives in the model, the advertising material must be submitted to the CVM for approval.

The SRE will understand that the use of the aforementioned models, without any alteration in their structure, nor addition or reduction of information beyond the insertion, in the indicated location, of the logos of the intermediary institution and the issuer of the securities, meets the provisions of Article 50 of CVM Instruction No. 400/2003, which establishes that the advertising material must (i) be expressly identified as such, (ii) be prepared in a serene and moderate language, (iii) warn its readers about the risks of investment and (iv) recommend, with letters notably larger than those used in the rest of the text, careful reading of the Prospectus before accepting the offering.

In this case, it will not be necessary to present these advertising materials by the leading institution of the distribution for examination by this technical area, provided that the Preliminary Prospectus of the offering has been presented to the CVM, as provided in the caput of art. 50 of CVM Instruction No. 400/2003.

Finally, we remind that the leading institution of the distribution will remain co-responsible for the compliance, by the intermediary institutions it hires, with the provisions of CVM Instruction No. 400/2003, especially its art. 50, therefore, it must effectively control the use of advertising material by its contractors.

SECURITIES AND EXCHANGE COMMISSION
SECURITY REGISTRATION SUPERINTENDENCY

Model I
Advertising Material (font size 16)
Public Offering for the Distribution of Shares of (company name) Official links (font size 12) Preliminary Prospectus Definitive Prospectus (when available) Market Notice and other Official Communications of the Offering Take One (if any) Offering Schedule start date of the reservation period closing date of the reservation period of related person, if any closing date of the reservation period of unrelated person date of bookbuilding and fixing of the share price date of start of negotiation other events of the offering Specific Rules of the Broker Registration, Guarantees and settlement Reservation Request (only release this access after the prospectus has been accessed) especially the Risk Factors section. (font size 20) Company Name

Model II
E-mail Public Offering
Advertising Notice (font size 16)
Dear Customer (or customer name), (font size 12) Starting from this (day of the week), day (XX), the reservation period for the Public Offering of distribution of (shares) / (units) issued by (company name) begins.
The (Broker Name) is participating in this launch through its (Homebroker) / (or its Trading Desk).
As part of this Offering (Type of Offering), the following asset(s) will be offered to the market:
(Asset Code) – (Company Name – Asset Type).
To make your reservation, access our website at www.(broker name).com.br Right on the first page you will find a direct link.
Attention: Before making your order, read the
Prospectus available on our site and stay informed of all the conditions of this Operation.
Attention: Read the Prospectus before accepting the offer, in particular the Risk Factors
section. (font size 20)
Broker Brand
Name of the Offered Company

Model III
Summary Information Sheet of the Offering (font size 16) OFFERING TERMS AND CONDITIONS (CAPITAL REPRESENTATIVE TITLES) Ticker: [ ] Offering Type: IPO Follow-on Security Ordinary Shares Preferred Shares Subscription Bonuses Units composed of:
[ ] Shares
[ ] Subscription Receipts
Regulation:
ICVM 400/ 03
ICVM 400, Registered with SEC
ICVM 400, Rule 144A
ICVM 400, Reg S
ICVM 400, Rule 144A and Reg S
Indicative Price Range:
Applicable
Not applicable
Distribution Value (Average of indicative price range versus maximum offer value) - R$: [ ] Maximum Offer Value [ ] Additional Shares (%):
[ ]
Not applicable
Offeror of Additional Shares:
Company
Selling Shareholder(s)
Company and Selling Shareholder(s)
Supplementary Shares (%):
[ ]
Not applicable
Offeror of Supplementary:
Company
Selling Shareholder(s)
Company and Selling Shareholder(s)
Primary Offering (%): [ ]
Secondary Offering (%): [ ]
Selling Shareholder(s): [ ]
None
Listing in Brazil: B3
Listing Segment (B3):
Basic
Level 1
Level 2
Novo Mercado
Bovespa Mais
Bovespa Mais Level 2
Listing Abroad: [ ]
Not applicable
Pre-Offering Shareholder Structure
Controlling Shareholder [ ]
Shares in Circulation [ ]
Treasury Shares [ ]
Post-Offering Shareholder Structure
Controlling Shareholder [ ]
Shares in Circulation [ ]
Treasury Shares [ ]
Lock-up (days): [ ]

Not applicable
OFFERING COORDINATORS
Lead Coordinator: [ ]
Other Coordinators: [ ]
Additional Coordinator: [ ]
Not applicable
Stabilization Agent: [ ]
Not applicable
Market Maker: [ ]
Not applicable
SCHEDULE
Date of Availability of Market Notice and
Preliminary Prospectus/Material Fact and Preliminary Memorandum:
[ ]
Start of Linked and Unlinked Reservations: [ ] Closing of the Reservation Period: [ ] Date of Fixing of Share Price: [ ] Date of Start of Share Negotiation: [ ] Date of Settlement: [ ] Deadline for Settlement of Supplementary Shares: [ ] DOCUMENTS AVAILABILITY

OFFERING TERMS AND CONDITIONS (DEBENTURES)
Species: [ ]
Form Bearer
Book-entry
Class
Simple
Convertible
Convertible Permutable
Permutable
Guarantee/Class Subordinated
Real
Floating
Unsecured
Guarantee: [ ]
Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA; Adjusted EBITDA/Financial Expense; Net Debt/Equity Instruction: [ ] Target Audience: [ ] Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ] Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to Preliminary Prospectus: [ ]

OFFERING TERMS AND CONDITIONS (AGRICULTURAL RECEIPT CERTIFICATES) Species: [ ] Type Pulverized Concentrated

Underlying Type
Physical CPR
Financial CPR
CDCA
Sales Contract
CDA
WA
Debentures
Bank Notes
Promissory Notes
Bills of Exchange
Others
Revolver Yes
No
Debtor: [ ]
Guarantee: [ ]
[ ] % real guarantee
[ ] % surety guarantee
[ ] % guarantee of fiduciary assignment of receivables [ ] % guarantee of co-obligation [ ] % guarantee in promissory note [ ] % guarantee of alienation of SPE quotas Other guarantees [ ] Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA [ ]; Adjusted EBITDA/Financial Expense [ ]; Net Debt/Equity [ ] Instruction: [ ] Target Audience: [ ] Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Interest: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ] Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to Preliminary Prospectus: [ ]

OFFERING TERMS AND CONDITIONS (REAL ESTATE RECEIPT CERTIFICATES) Species: [ ] Nature Residential Corporate Hybrid Concentration Concentrated Pulverized Segment Apartments or houses Subdivision Industrial Logistics Commercial/Corporate Offices Shopping/Stores Infrastructure Hotel Hybrid (more than one segment) Others: possibility of inclusion

Contract Type / Use of Resources
Purchase and sale
Lease Typical Atypical
Lease/Surface Right
Hybrid
Financing
Real Estate for the acquisition of real estate for the development of real estate for renovations or retrofit Developers Diverse with real estate guarantee Others Debtor: [ ] Guarantee: [ ] [ ] % real estate guarantee Fiduciary Alienation Mortgage [ ] % surety guarantee [ ] % guarantee of fiduciary assignment of receivables [ ] % guarantee of co-obligation [ ] % guarantee in promissory note [ ] % guarantee of alienation of SPE quotas Other guarantees [ ] Covenants (additionally, indicate the covenants of each series, if applicable): Net Debt/EBITDA [ ]; Adjusted EBITDA/Financial Expense [ ]; Net Debt/Equity [ ] Instruction: [ ] Target Audience: [ ] Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Trustee: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ]

Interest: [ ]
Issue Date: [ ]
Term: [ ]
Amortization: [ ]
Remuneration: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS FOR AVAILABILITY
Link to Preliminary Prospectus: [ ]

OFFERING TERMS AND CONDITIONS (FIDC)
Administrator: [ ]
Manager: [ ]
Custodian: [ ]
Fund duration: [ ]
Number of series: [ ]
FIDC Type: [ ]
FIDC Commercial Factoring financial advisory firms credit cooperatives commercial factoring factoring FIDC Financial Real Estate Credit Payroll-deducted loans Personal credit Vehicle financing Financial multicard FIDC Agro, Industry and Commerce Infrastructure Corporate Credit Agribusiness Agro, Industry and Commerce multicard FIDC Others Recovery (Non Performing Loans) Public Sector Others multicard Revolver Yes No Guarantee:
[ ] % real guarantee
[ ] % surety guarantee
Other guarantees [ ]
Instruction: [ ]
Target Audience: [ ]
Registration for distribution and negotiation: [ ] Early Redemption: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume: Senior [ ] Subordinated [ ] Rating: [ ] Series: [ ] Unit Nominal Value: [ ] Monetary Update: [ ] Target Remuneration: [ ] Issue Date: [ ] Term: [ ] Amortization: [ ]
SCHEDULE
Reservation Period: [ ]
Bookbuilding Date: [ ]
Settlement: [ ]
DOCUMENTS AVAILABILITY

OFFERING TERMS AND CONDITIONS (FII – INITIAL OFFERING) Administrator: [ ] Manager: [ ] Management Type: Active Passive Custodian: [ ] FII duration: [ ] Emission fundraising period: [ ] FII Type (ANBIMA Classification):
Development for income Funds that invest more than two-thirds of their net asset value in development/incorporation of real estate projects in the design or construction phase, for the purpose of generating income with lease or lease.
Development for sale Funds that invest more than two-thirds of their net asset value in the development of real estate projects in the design or construction phase, for the purpose of future alienation to third parties.
Income
Funds that invest more than two-thirds of their net asset value in built real estate, for the purpose of generating income with lease or lease.
Securities and financial assets Funds that invest more than two-thirds of their net asset value in securities and financial assets such as: shares, quotas of companies, FIPs and FIDCs.
Hybrid Funds whose investment strategy does not observe any concentration of the previous classifications.
Complementary Classification (ANBIMA Classification):
Agencies Funds that as defined in their bylaws aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to bank agencies; Educational Funds that as defined in their bylaws aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to educational activities; Hybrid Funds that as defined in their bylaws aim to invest, directly or indirectly, in real estate related to more than one segment; Hospital Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to receive hospital facilities; Hotel Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to hotel activities, including units constituting flats that have the same activity; Corporate Offices Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to offices; Logistics Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3

(two-thirds) of their net asset value in real estate from the logistics segment. Real estate destined to host distribution centers, storage and logistics; Residential Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate residential; Shoppings Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to host commercial centers - Shopping centers; Guaranteed minimum income Yes No Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume by quota class: [ ] Series: [ ] Registration for distribution and negotiation: [ ] Rating: [ ] Number of quotas: [ ] Emission price per quota: [ ] Issue Date: [ ] Entry fee: [ ] Performance fee: [ ] Partial distribution: Yes No Minimum offer amount: [ ] Minimum investment per quota holder: [ ]
SCHEDULE
Book: [ ]
Settlement Periodicity: Single Periodic

Settlement Date: [ ]
Date of the first
settlement:
[ ]
DOCUMENTS AVAILABILITY
Tax Treatment [ ]

OFFERING TERMS AND CONDITIONS (FII - FOLLOW ON) ISIN Code: [ ] Administrator: [ ] Manager: [ ] Management Type: Active Passive Custodian: [ ] FII duration: [ ] Emission fundraising period: [ ] FII Type (ANBIMA Classification):
Development for income Funds that invest more than two-thirds of their net asset value in development/incorporation of real estate projects in the design or construction phase, for the purpose of generating income with lease or lease.
Development for sale Funds that invest more than two-thirds of their net asset value in the development of real estate projects in the design or construction phase, for the purpose of future alienation to third parties.
Income
Funds that invest more than two-thirds of their net asset value in built real estate, for the purpose of generating income with lease or lease.
Securities and financial assets Funds that invest more than two-thirds of their net asset value in securities and financial assets such as: shares, quotas of companies, FIPs and FIDCs.
Hybrid Funds whose investment strategy does not observe any concentration of the previous classifications.
Complementary Classification (ANBIMA Classification):
Agencies Funds that as defined in their bylaws aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to bank agencies; Educational Funds that as defined in their bylaws aim to invest more than 2/3 (two-thirds) of their net asset value, directly or indirectly, in real estate destined to educational activities; Hybrid Funds that as defined in their bylaws aim to invest, directly or indirectly, in real estate related to more than one segment; Hospital Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to receive hospital facilities; Hotel Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to hotel activities, including units constituting flats that have the same activity; Corporate Offices Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3

(two-thirds) of their net asset value in real estate destined to offices; Logistics Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate from the logistics segment. Real estate destined to host distribution centers, storage and logistics; Residential Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate residential; Shoppings Funds that as defined in their bylaws aim to invest, directly or indirectly, more than 2/3 (two-thirds) of their net asset value in real estate destined to host commercial centers - Shopping centers; Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Market Maker: [ ] Volume by quota class: [ ] Series: [ ] Trading Environment: [ ] Rating: [ ] Number of quotas: [ ] Emission price per quota: [ ] Issue Date: [ ] Entry fee: [ ] Performance fee: [ ] Partial distribution: Yes No Minimum offer amount: [ ] Minimum investment per quota holder: [ ]
SCHEDULE
Start of the Period for exercising
Preemptive Right:
[ ]
Closing of the Period for exercising the Right of Preemption:
[ ]
Book: [ ]
Settlement Periodicity: Single Periodic

Settlement Date: [ ]
Date of the first
settlement:
[ ]
DOCUMENTS AVAILABILITY
Tax Treatment: [ ]

TERMS AND CONDITIONS OF THE OFFERING (FIP)
Investment Policy: [ ]
Investment Entity Yes No
Trading Code: [ ]
Administrator: [ ]
Manager: [ ]
Custodian: [ ]
Fund Term: [ ] Investment Period: [ ] Liquidation Period: [ ] Investment Period: [ ] FIP Type:
Seed Capital: Directed towards the acquisition of participations in corporations or limited liability companies that have an annual gross revenue of up to R$ 16 million, calculated in the social exercise closed in the year prior to the fund's first contribution, without having presented revenue exceeding this limit in the last three social exercises; Emerging Companies: Directed towards the acquisition of participations in corporations or limited liability companies that have an annual gross revenue of up to R$ 300 million, calculated in the social exercise closed in the year prior to the fund's first contribution, without having presented revenue exceeding this limit in the last three social exercises; Infrastructure (FIP-IE) and FIP-PD&I Those that maintain their assets invested in securities issued by corporations, whether publicly held or closed, that develop, respectively, new infrastructure projects or intensive economic production in research, development, and innovation in the areas of energy, transport, water and basic sanitation, irrigation, and other areas of priority for the Federal Executive Branch. Each FIP-IE and FIP-PD&I must have, at minimum, five unitholders, with each unitholder not being able to hold more than 40% of the units issued by the FIP-IE or FIP-PD&I or earn income exceeding 40% of the fund's income. Multi-strategy Those that do not classify in the other categories by admitting investment in different types and sizes of invested companies. These funds have the possibility to invest up to 100% of their subscribed capital in assets abroad, however, in this case, they are destined exclusively to professional investors. Instruction: [ ] Target Audience: [ ] Placement Regime: [ ] Coordinators: [ ] Volume by quota class: [ ] Issuance price per quota: [ ] Manager participation: [ ] Performance fee: [ ] Administration fee: [ ] Target volume of the offering: [ ]

Minimum committed capital: [ ]
Investment commitment readjustment (if applicable): [ ] Target committed capital: [ ]
SCHEDULE
Offer Start Date: [ ]
Offer End Date: [ ]
DOCUMENTS AVAILABILITY
Tax Treatment: [ ]

CVM/SRE Circular Letter 02/2019

Lineage: In force