Joint Circular CVM/SMI-SRE-SEP No. 1/2022

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146- 2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br Joint Circular No. 1/2022-CVM/SMI-SRE-SEP Rio de Janeiro, December 15, 2022. To Organized Market Administrating Entities To Financial Market Infrastructure Operating Entities To Members of the Securities Distribution System Subject: Admission of securities for trading or for recording of previously conducted operations in organized markets – CVM Resolution No. 135, of June 10, 2022

Dear Sirs,

1. This Circular aims to clarify the understanding of the CVM’s technical areas regarding the listing of issuers and the admission of securities for trading or for recording of previously conducted operations in organized stock and over-the-counter markets, considering the provisions contained in Chapter VI, Section VI of CVM Resolution No. 135, of June 10, 2022 (in force since September 1, 2022).

2. Initially, it is appropriate to clarify that the discipline of CVM Resolution No. 135/2022 must be applied in light of the general regime of Law No. 6.385, of December 7, 1976, with respect to (i) art. 21, §1º, which admits the trading in stock and over-the-counter markets of securities issued by companies registered with the regulatory agency, and (ii) the competence granted to the CVM by art. 21, §6º, items I to III, to regulate the matter now addressed. With regard to the secondary market, this legal treatment was incorporated by CVM Resolution No. 135/2022 in its art. 87, by disciplining that “securities authorized by the CVM may be traded in an organized market”, a requirement that covers all hypotheses of admission of securities by the administering entities.

3. Thus, in all modalities of operation of organized markets, only securities that meet the requirement of art. 87 of the Resolution itself may be admitted for trading or recording by the respective administering entities. Four modalities are admitted, namely, (i) the centralized and multilateral system (art. 116, I, for the stock exchange and art. 142, I, for the organized over-the-counter market, both of CVM Resolution No. 135/2022); (ii) market maker activity (art. 166, II and art. 142, II, respectively, for stock exchange and organized over-the-counter market); (iii) centralized and bilateral trading system (art. 142, III, exclusive for the organized over-the-counter market); and (iv) recording of previously conducted operations (art. 142, IV, only for the organized over-the-counter market). The requirement of art. 87 is applicable to all of them.

4. Thus, securities may be traded or recorded in organized markets (i) the securities whose distribution and respective issuer have prior registration with the CVM; (ii) the securities that, even if they were the object of private transactions, have prior public distribution registration (arts. 19 and 21 of Law No. 6.385/1976); and (iii) the securities subject to private placement even without prior registration of public offering, provided that it is a registered issuer with the CVM, listed in an organized market, and therefore obliged to disclose information to the market about the securities in accordance with CVM Resolution No. 80/2022 (art. 22, 33, 34 and Annex C of CVM Resolution No. 80, of March 29, 2022).

5. On the other hand, the trading or recording in organized markets of previously conducted operations with securities issued by issuers not registered with the CVM will be restricted to the hypotheses expressly provided for in the regulation (i.e., offerings intended for qualified and professional investors, in the hypotheses provided for, respectively, in items IX and X of art. 26 and with trading restrictions stipulated in art. 88, all of CVM Resolution No. 160, of July 13, 2022, in force from January 2, 2023), observing still the specific information obligations of the issuer (art. 89 of the same CVM Resolution No. 160/2022).

6. Since the possibilities presented above exhaust the hypotheses of compliance with the requirement of art. 87 of CVM Resolution No. 135/2022, securities exclusively subject to private transactions, whose issuer is not registered with the CVM, should not be admitted in organized markets (in trading or recording of operations modalities).

7. As a consequence of these clarifications, it is important to note that:
   a) the requirement contained in art. 21, §1º of Law No. 6385/1976 must apply to securities traded in unorganized over-the-counter markets, as conceptualized and disciplined in art. 21, §3º of the Law itself and in art. 3º of CVM Resolution No. 135/2022; b) the administering entities of organized markets and the financial market infrastructure operating entities must contemplate, in their rules, internal procedures and controls, the aspects mentioned above, discriminating the differences between the recording of previously conducted operations in the form of art. 142, IV of CVM Resolution No. 135/2022 and private transactions (art. 94, I); c) the rules, procedures and internal controls referred to in the previous point must also contemplate the activities performed by the participants of the administering entities and the infrastructure operators, with regard to the practice of intermediation in the operations admitted in regulated markets, in contrast with the acting as custodians in requests for transfer of ownership of securities, resulting from private transactions; d) even if they combine their activity with the role of central depositaries, the administering entities of organized markets should not publicly disclose data of private transactions (such as price, security involved and quantity traded), since the disclosure of this information is appropriate only in public trading in regulated markets (organized or not).

Sincerely,

Francisco José Bastos Santos
Superintendent of Market and Intermediaries Relations - SMI Fernando Soares Vieira Superintendent of Corporate Relations – SEP Luis Miguel Jacinto Mateus Rodrigues Sono Superintendent of Securities Registration – SRE

Document electronically signed by Francisco José Bastos Santos, Superintendent, on 12/14/2022, at 18:07, based on art. 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Fernando Soares Vieira, Superintendent, on 12/15/2022, at 11:03, based on art. 6 of Decree No. 8.539, of October 8, 2015.

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 12/15/2022, at 12:46, based on art. 6 of Decree No. 8.539, of October 8, 2015.

The authenticity of the document can be checked on the site https://super.cvm.gov.br/conferir_autenticidade, informing the verification code 1668379 and the CRC code 88AE6331.

This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1668379 and the "CRC Code" 88AE6331.

Reference: Process No. 19957.015011/2022-37 SEI Document No. 1668379