General Guidelines for Intermediary Institutions on Registration as Coordinators of Public Securities Offerings

SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Teixeira da Silva, nº 217, 8th and 9th floors - Paraíso - São Paulo/SP - ZIP: 04002-905 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 5/2026/CVM/SRE Rio de Janeiro, September 4, 2026. Subject: General guidelines on procedures to be observed by intermediary institutions in requests for registration as coordinator of public offerings of securities distribution. Dear Director,

1. This Circular Letter aims to guide intermediary institutions regarding the request for registration as a coordinator of public offerings of securities distribution under CVM Resolution No. 161/2022 (“RCVM 161”).
2. Observing the following guidelines will help minimize potential deviations and, consequently, reduce the need for consultations with the regulator or the formulation of requirements by the SRE.
3. This document consolidates the guidelines provided by the SRE regarding RCVM 161 in previous circular letters, including the guidelines of Circular Letter No. 3/2025-CVM/SRE (“Circular Letter 03/25”), published on 09/30/2025. New guidelines are highlighted in yellow.
   I – Regarding the registration request:
4. We alert that the 180-day period referred to in art. 23 of RCVM 161 ends on 07/01/2023, just over 3 months after the publication of this Circular Letter. Intermediaries that have not requested registration as a public offering coordinator by this date will not be able to act in the coordination of public offerings distributed under CVM Resolution No. 160/2022 (“RCVM 160”) until they obtain the respective coordinator registration.
5. As established by art. 6 of RCVM 161, the request for registration as a public offering coordinator must be forwarded to the Securities Registration Superintendence – SRE.
6. Art. 8 of RCVM 161 provides for the possibility of the CVM entering into a technical cooperation agreement for prior analysis of the registration requests referred to in art. 6 of the same resolution. In this context, the CVM entered into an agreement (“ACT”) with ANBIMA - BRAZILIAN ASSOCIATION OF FINANCIAL AND CAPITAL MARKETS ENTITIES, for the registration and supervision of public offerings of securities distribution and their coordinators within the scope of RCVM 160 and RCVM 161.
7. The aforementioned ACT provides for the provision of subsidies for the analysis by this Authority of requests for registration of coordinators of public offerings of securities distribution, as provided for in art. 8 of the Resolution.
8. We inform that from January 2, 2023, the submission of requests for registration of public offering coordinators must be done through ANBIMA's Market Supervision System (SSM), accessible at https://ssm.anbima.com.br.
9. The analysis of registration requests will be conducted in compliance with the deadlines established in RCVM 161. In the analysis stages, the deadline will be divided between ANBIMA and CVM, under the terms of the ACT, it being certain that (i) ANBIMA will have a maximum period of 50 (fifty) days to carry out the procedures assigned to it; and (ii) the CVM will be guaranteed a period of 10 (ten) days to carry out the procedures applicable to it, in accordance with the provisions of art. 8 § 5 of RCVM 161. If ANBIMA concludes its process in less than 50 (fifty) days, the remaining period may be used by the CVM (i.e., the CVM will have the unused balance from ANBIMA, in addition to its 10 (ten) regulatory days), always respecting the total period of 60 (sixty) days stipulated by RCVM 161 for the conclusion of the procedure.
10. National, state, or municipal holidays in Rio de Janeiro, where the CVM is headquartered, will not be counted as business days for the purpose of calculating the deadline.
11. Cases of fortuitous events and force majeure, as provided for in national legislation, will also not be counted as business days for the purpose of calculating the deadline.
12. The submission of new documents or resubmission of documents with more updated versions after the initial protocol or after meeting requirements, that is, when the analysis of the registration request by ANBIMA or CVM is in progress, will be interpreted as a new protocol and the analysis period for the current phase will be restarted.
13. If, in addition to the information and documents presented in compliance with the requirements, relevant changes have been made to documents or information that do not result from the fulfillment of requirements, the provisions of art. 7, §§ 6 and 7 of RCVM 161 must be observed, characterizing the occurrence of a new fact.
14. Furthermore, to assist interested parties in obtaining registration, we recommend accessing the SSM system user manuals available on ANBIMA's website.
15. Finally, we clarify that being an ANBIMA associate or adhering to the entity's Public Offerings Code is not a condition for obtaining registration as a Public Offering Coordinator.
16. We emphasize that, under the terms of art. 3, § 1 of RCVM 161, non-financial institutions registered as Public Offering Coordinators may only act as coordinators in public offerings subject to the automatic registration procedure if they are subject to the supervision of a self-regulatory entity that enters into a specific technical cooperation agreement with the CVM.
17. Considering that a specific technical cooperation agreement has been entered into between the CVM and the self-regulatory entity ANBIMA, contemplating the provisions of art. 3, § 2, of RCVM 161, non-financial institutions registered as Public Offering Coordinators are authorized to carry out public offerings under the automatic registration procedure, under the terms of Section II of RCVM 160, provided they have adhered to ANBIMA's Self-Regulation Codes, thus subjecting themselves to the supervision conducted by the entity.
    II – Regarding the submission of periodic information referred to in articles 12 and 18 of RCVM 161:
18. The annual periodic information, (i) reference form, whose content must reflect all 6 (six) items of Annex B as determined in article 12 of RCVM 161 and (ii) internal controls report of article 18 of the same resolution, must be submitted in the year following that in which the public offering coordinator obtains approval of its registration with the CVM, considering the date of publication of the declaratory act in the Official Gazette of the Union.
19. We emphasize that the provision of information for item 6 of Annex B, as established in Annex A of RCVM 161, is not necessary at the time of requesting registration as a coordinator of public offerings of securities distribution. Its submission is only necessary at the time of compliance with article 12 of the Resolution.
20. The information listed in the previous paragraph must be provided starting from the year following the obtaining of registration, even if this occurs, for example, only in December.
21. This periodic information must be sent through an electronic system available on the CVM's website on the world wide web. The link to the system will be available in the CVMWeb menu.
    III – Regarding the minimum net equity:
22. The coordinator must prove, at the time of the registration request, that it has a minimum net equity of R$1 (one) million, by presenting financial statements audited by an independent auditor registered with the CVM. If the institution has not closed its first fiscal year, an interim financial statement, also audited, must be submitted to prove the minimum net equity.
    IV – Regarding the segregation of activities:
23. Item I of the sole paragraph of article 19 states that “the exercise of intermediation of public offerings of securities distribution must be segregated from other activities carried out by the coordinator itself or by other legal entities of its economic group with which there is a potential conflict of interest”.
24. In this regard, in addition to the areas described in item II of § 1 of article 4, it is up to the coordinator to identify which areas could affect the independence of its performance as a coordinator of public offerings of securities distribution.
    V – Regarding the non-requirement of director certification:
25. Item 5.4.1, b, of Annex B of CVM Resolution No. 161/22, i.e., approval in a professional certification exam, is not a mandatory item.
    VI – Regarding the Registration Fee:
26. To pay the registration fee, the applicant must access the website https://cvmweb.cvm.gov.br/SAR/FormPesqGRU.aspx, fill in their CNPJ (only with digits) in the field referring to Initial Registration and click on “Search”.
27. In the next window, under “Fee Type”, the option referring to Annex V must be selected. Under “Registration Type”, the option “Securities Offering Coordinators” must be chosen.
28. Check the net equity ranges disclosed in the form indicated in the link above, to determine which one your company's net equity would fall into according to its most recent annual financial statement audited by an independent auditor registered with the CVM.
29. We reinforce that at the time of protocoling the registration request, the registration fee must already be paid when requesting registration through the SSM.
    VII – Regarding the responsible directors:
30. After the completion of the prior analysis referred to in section I of this circular by ANBIMA, a technical report will be forwarded to the SRE which, in turn, must express its opinion regarding the approval or rejection of the request.
31. When forwarding its technical report to the SRE, ANBIMA will keep available to the CVM the information and documents that supported its report, including information regarding the responsible directors.
32. Then, if the SRE decides to approve the request for registration as a public offering coordinator, the Superintendence (GER-3) will register the Coordinator and its directors in the CVM's Coordinator System.
    VIII – Regarding access to the Coordinator System:
33. In addition to serving as a tool for the registration of coordinators, the Coordinator System will also be the means used to request cadastral changes or cancellation of registration, in accordance with articles 12 and 18 of RCVM 161.
34. For the coordinator to access the aforementioned CVM system, its directors will need to register in the CVMWeb system.
35. Once registered, to access the Coordinator System, the responsible directors will need to go to the SYSTEMS section of the CVM website and (i) click on “Cadastral Update”, (ii) log in to CVMWeb and (iii) access the “Securities Offering Coordinator” system.
    IX – Regarding the scope of action as a registered Coordinator:
36. We clarify that the registration referred to in RCVM 161 authorizes registered institutions to act exclusively as coordinators of public offerings of securities distribution distributed under the procedures defined in CVM Resolution No. 160/2022.
37. This authorization does not allow the regulated entity to act as an intermediary in any other modality of securities distribution, whether primary or secondary, carried out in a stock exchange, commodities and futures exchange, organized over-the-counter market, or unorganized over-the-counter market.
    X – Regarding restrictions on the accumulation of functions by responsible directors:
38. Item II of § 1 of article 4 of RCVM 161 aims to prevent potential conflicts of interest in the accumulation of functions by directors responsible for public offering intermediation activities and for compliance with rules, policies, procedures, and internal controls.
39. Thus, in its wording, the provision cites, by way of example, functions that could not be accumulated, precisely because they characterize a situation of potential conflict of interest and reduction of independence, such as (i) securities portfolio management, (ii) securities consulting, and (iii) fiduciary agent activity.
40. The resolution took care to cite these segregations to curb possible conflicts of interest between the activities of structuring and disclosing public offerings and those related to investment decision-making. Therefore, the reasoning below regarding securities distribution activities needs to be clarified.
41. Securities distribution activities must be limited to approaching investors and disclosing information regarding the securities for which they have been contracted to distribute, without making any value judgment.
42. Additionally, the disclosure material used by the distributor must follow CVM regulations, and when distributing a public offering, the coordinator is prohibited from disclosing to its clients any information to which it has had restricted access and which is not available to other distributors not belonging to the offering's coordination pool, in order to comply with the requirement of art. 12, § 2, III of RCVM 160, which determines equitable access to information for all investors in the offering.
43. Based on this understanding, the separation between public offering coordination and securities distribution areas is not necessary, and it is even possible for the director responsible for RCVM 161 to also be the director responsible for CVM Resolution No. 35, of May 26, 2021.
44. However, it is up to the regulated entity to assess which organizational structure would be most appropriate for its reality, so that it is possible to detect and curb potential conflicts of interest that would be more probable in the case of the accumulation of coordination and securities distribution functions.
45. Finally, if the public offering coordinator performs treasury or proprietary trading desk activities, the directors responsible for these areas should not be the same as those for RCVM 161, as there is a clear conflict of interest between the functions.
    XI – Regarding the performance of the same natural person in more than one public offering coordinating institution:
46. There is no impediment for the directors responsible for (i) public offering intermediation activity and (ii) compliance with rules, policies, procedures, and internal controls of RCVM 161 to perform the same functions in controlling, controlled, affiliated, or commonly controlled companies.
47. However, it may be considered an infringement of item II of § 1 of article 4 of RCVM 161 if a natural person holds one of the director positions provided for in RCVM 161 and, at the same time, acts in another institution as a responsible director of one of the areas with a conflict of interest.
    XII – Regarding portfolio managers and securitization companies:
48. RCVM 161 maintained the possibility for portfolio managers to carry out the public distribution of securities issued by funds managed or administered by them and for securitization companies to carry out the public distribution of securities of their own issuance, in accordance with the regulations established in the CVM resolutions that specifically address these regulated entities, respectively, CVM Resolution No. 21 (RCVM 21) and CVM Resolution No. 60 (RCVM 60), without requiring such participants to obtain registration as a public offering coordinator.
49. Thus, such participants, since they are not covered by RCVM 161 (art. 1, sole paragraph, IV), are not subject to the transition rule provided for in art. 23 of RCVM 161 to carry out the public offerings of securities described in the previous paragraph.
50. Finally, it is emphasized that such participants must (i) respect the rules described in the specific norms - RCVM 21 and RCVM 60 – in conducting public offerings of securities, (ii) carry out the distribution of securities in accordance with RCVM 160, and (iii) respect RCVM 161 specifically with regard to conduct rules, as determined in the specific regulation (article 33, item I, subparagraph “e” of RCVM 21 and article 43, item I, subparagraph “d” of RCVM 60).
    XIII – Regarding Coordinators that do not have a board of directors in their corporate structure:
51. In the absence of a board of directors, the responsibilities mentioned in art. 4, § 2 of RCVM 161 may be carried out in board of directors' or partners' meetings, with minutes recorded, provided that such documents are registered with the competent body.
    XIV – Regarding the hiring of investment advisors:
52. Registration as a coordinator of public offerings of securities for NON-financial institutions, under the terms of art. 3, II of RCVM 161, does not, under any circumstances, allow the hiring of Investment Advisors (“AI”) by these non-financial institutions registered as public offering coordinators.
53. AIs are linked to their own regulatory and self-regulatory system, CVM Resolution No. 35/2021 (RCVM 35), which disregards NON-financial institutions. These institutions are not contemplated in several provisions of RCVM 35, such as, for example, (i) the supervision of the self-regulator ANCORD, (ii) the specific supervision of the self-regulator BSM over the acts performed by these AIs, and (iii) the obligations of the intermediary to supervise the AI's structures and internal controls.
54. Nothing prevents, however, AIs from acting in public offerings of securities coordinated by public offering coordinators that are not financial institutions, provided they are contracted by financial institutions participating in the distribution consortium.
55. This Circular Letter replaces previously disclosed Circular Letters on the subject.
56. Should additional clarifications be needed, please contact Registry Management 3 – GER-3, via email at ger-3@cvm.gov.br.
    Sincerely,
    LUIS MIGUEL R. SONO
    Superintendent of Securities Registration
    Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent, on 09/04/2026, at 10:26, based on art. 6 of Decree No. 8,539, of October 8, 2015.
    The authenticity of the document can be verified on the website https://sei.cvm.gov.br/conferir_autenticidade, by informing the verification code 2800489 and the CRC code 35E6B8F9.
    This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Código Verificador" 2800489 and the "Código CRC" 35E6B8F9.
    Reference: Process No. SRE Circular Letters 2026 SEI Document No. 2800489