Proposal for Draft Resolution to Replace CVM Resolution No. 51/2021

COMMISSION OF SECURITIES AND EXCHANGE COMMISSION Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Internal Office No. 14/2025/CVM/SDM/GDN-1 Rio de Janeiro, July 24, 2025. To the Board of Directors Subject: Proposal for Draft Resolution to replace CVM Resolution No. 51/2021 – Processes 19957.002053/2025-51 and 19957.008430/2025-65.

Dear Members of the Board,

1. CONTEXT

2. This is a proposal for the issuance of a draft resolution (“Draft”) to replace CVM Resolution No. 51, of August 31, 2021 (“CVM Resolution 51”), which provides for the registration of market participants. If approved, the proposal will imply the revocation of CVM Resolution 51.

3. When compared with CVM Resolution 51, the Draft does not contain significant changes in content or structure. All proposed changes are found in Annexes A and B of the Draft.

4. However, due to the quantity of revocations and specific additions that would be necessary in the current regulation, the Market Development Superintendence (“SDM”) opted to issue a new Resolution, in order to make the reading more fluid for users.

5. The proposal concerns technical-formal changes to the content currently present in the Annexes of CVM Resolution 51, which will be mirrored and updated in the Annexes of the new Draft. Thus, the structure and content of the Draft will reflect the relevant data currently provided by participants in compliance with other regulations governing them.

6. As stated in Internal Offices No. 4/2025/CVM/SMI/GME (doc. 2271875) and No. 9/2025/CVM/SMI/GSUI-2 (doc. 2377311), the Superintendence of Relations with Market and Intermediaries (“SMI”) understood that certain adjustments would be opportune in the current context of migration from the old Integrated Market Participants System (“SIC”) to the new CVM registration system.

7. Starting from this initial contact and taking advantage of the registration migration context, the SDM dialogued internally with other technical areas to complement the suggestions initially made by the SMI, all detailed below, in topic 2.

8. Therefore, the SDM agrees with all the suggested adjustments, which will allow for technical-formal corrections to eliminate small inconsistencies and ambiguities present in the current regulation and update it through the Draft.

9. PROPOSED CHANGES

2.1. Substitution of references to “organized securities market” by “organized securities market administrator” (item III, Annex A, and item III, Annex B of the Draft)

8. Art. 2 of CVM Resolution 51, and also of the Draft, establishes rules that must be followed by the participants indicated in Annex A for alteration or confirmation of registration form information, the content of which reflects Annex B.

9. However, there is a wording inconsistency in the current items XVI of Annex A and 16 of Annex B of CVM Resolution 51, which request information from the “organized securities market”, when in fact the entity regulated by the CVM, whose information is sought, is the “organized securities market administrator”, which maintains one or more markets.

10. Thus, the Draft corrects this in its items III of Annex A and 3 of Annex B, so that the correct term “organized securities market administrator” appears in them.

2.2. Substitution of the reference to “Responsible - Director and/or Contact” by “Responsible - General Director” and Inclusion of “Self-Regulation Director” data in item III of Annex B of the Draft

11. Annex B contains the registration information that must be provided by the entities mentioned in Annex A. One of the information requested from the market administrator entity is that of the Director responsible for the institution. In this case, the General Director is the figure that best fits this role given its duties set forth in Art. 34 of CVM Resolution 135, of June 10, 2022 (“CVM Resolution 135”).

12. However, the current wording “Responsible – Director /or Contact” of item 16 of Annex B, of CVM Resolution 51, ends up generating ambiguity and leading to the interpretation that the regulation would be fulfilled with the provision of information about another director or even any other contact by the institution.

13. Given that the General Director is responsible for the institution and holds master access to the CVMWeb system, the Draft corrects the ambiguity in its item III of Annex B, so that the correct term “Responsible - General Director” appears in it.

14. In addition, the Self-Regulation Director, with duties detailed in Arts. 61 and following of CVM Resolution 135, also has a function of great relevance in the market administrator entity. Therefore, compared to CVM Resolution 51, the Draft adds the obligation to provide their identification and contact data in the “Responsible – Self-Regulation Director” section in item 3 of Annex B.

2.3. Inclusion of the participant “Securities Central Depository” (Item XIII of Annex A and Item 13 of Annex B of the Draft)

15. Currently, the provision of centralized securities deposit services is regulated by CVM Resolution No. 31, of May 19, 2021 (“CVM Resolution 31”). It provides for the necessary requirements for the participant to obtain authorization to provide the service, as well as their rights and obligations.

16. As a regulated participant, it needs to keep its registration data updated with the CVM, in order to meet the informational duties present in the regulations, such as data of the Director responsible under CVM Resolution 31 and the Compliance Director (items I and II of Art. 22 of CVM Resolution 31), as well as the Director responsible for the prevention of money laundering, terrorist financing, and proliferation of weapons of mass destruction (CVM Resolution 50, of August 31, 2021).

17. These and other additional information (General Data and Address) are already communicated at the time of obtaining authorization, by all depositaries authorized for the SMI, which is responsible for manually adjusting the SIC.

18. However, given the growing number of agents authorized to provide the depositary service, and with the objective of aligning the Draft with the new registration system that will replace the SIC, it is proposed to include the participant in Annexes A and B, so that such information is included directly by them in the system. In this way, the process of inserting information will be more efficient and decentralized.

19. It is true that the inclusion of depositaries in the Draft will obligate them to: (i) update their registration form whenever any information contained therein is altered, within 7 (seven) business days counted from the event that caused the alteration, and (ii) fill out annually, until March 31, the electronic compliance declaration, under penalty of fine, informing that the data is updated.

20. However, for the vast majority of data regarding the directors cited in the registration, there is already an obligation to update them by virtue of CVM Resolution 31 and CVM Resolution 50. For this reason, it was considered that the increase in regulatory burden regarding updates minimally impacts the participant.

21. Therefore, compared to the current regulation, the Draft proposes the inclusion of the participant “Securities Central Depository” in item XIII of Annex A, and the following registration information in item 13 of Annex B: (i) General Data, (ii) Address, (iii) Director responsible for compliance with regulations relating to the operation of the securities central depository, (iv) Director responsible for compliance with rules, policies, procedures and internal controls, and (v) Director responsible for the prevention of money laundering, terrorist financing, and proliferation of weapons of mass destruction.

2.4. Substitution of items VII, VIII, XIII and XIV, of Annex A of CVM Resolution 51, by item XVI of the Draft, named “securities intermediaries”, with respective inclusion of item 16 in Annex B of the Draft

22. The securities intermediation service is regulated by CVM Resolution 35. According to its Art. 3, the intermediation of operations in regulated securities markets is exclusive to institutions qualified to act as members of the distribution system, on their own behalf and on behalf of third parties.

23. Such institutions can assume various forms, such as brokers, distributors, investment banks, and multiple banks with investment portfolios.

24. Thus, it is not necessary to have a specific item for each type of institution, when the objective is to obtain the registration data of the participant who provides the securities intermediation service.

25. For this reason, it is proposed to create a single item 16 in Annex B of the Draft, which will consolidate all information already present in items 7, 8, 13 and 14 of Annex B of CVM Resolution 51: (i) Address, (ii) Director responsible for compliance with regulations relating to the operation of the securities intermediary, (iii) Director responsible for the prevention of money laundering, terrorist financing, and proliferation of weapons of mass destruction, and (iv) Responsible for the ombudsman service within the securities market.

26. In addition, three other pieces of information already required in practice by participants, but not present in the current regulation, will be added: (i) General Data, (ii) Director responsible for compliance with rules, policies, procedures and internal controls, and (iii) Director responsible for investment advisors, when applicable.

2.5. Exclusion of participants “Administrator of credit rights investment fund”, “Administrator of real estate investment fund”

27. As in the previous item, other opportunities for registration rationalization were detected from an internal review process.

28. It was identified that, in the current scenario, there are no specific registration needs that justify the existence of a specific Annex for administrators of real estate investment funds and credit rights investment funds, coexisting with the generic figure of the portfolio administrator.

29. Thus, the Draft proposes the exclusion of these two participants (items III and IV of Annex A and Items 3 and 4 of Annex B of CVM Resolution 51), given that the provisions relating to the participants “portfolio administrator – legal entity” and “portfolio administrator – natural person, items I and II of Annex A of the Draft are already sufficient.

2.6. Specific adjustments in other participants

30. In addition, with the objective of updating the basic information requested from other institutions, which are already part of the current registration, the Draft proposes that the following adjustments be made.

31. First, it is proposed that items 12 and 15 of Annex B of the Draft, referring to the Custodian and Registrar of Securities, include (i) the “General Data” section, (ii) the section of “Director responsible for compliance with rules, policies, procedures and internal controls”, referring to Arts. 28, II, CVM Resolution 33 and Art. 17, II, CVM Resolution 32, and (iii) the section “Director responsible for the prevention of money laundering, terrorist financing, and proliferation of weapons of mass destruction”, referring to CVM Resolution 50.

32. Second, for the Coordinator of Public Offerings (item 11 of Annex B of the Draft), the sections of “General Data” and “Director responsible for compliance with rules, policies, procedures and internal controls” were included.

33. Finally, for all participants, compared to CVM Resolution 51, the following adjustments were proposed: (i) in the “General Data” section, the information of “CNPJ” for Legal Entities and “CPF” for Natural Persons was included, (ii) “electronic page address” data was relocated to the “Address” or “Headquarters” section, (iii) “End Date” information relative to the Directors of all participants who had this information missing was included, and (iv) “Post Office Box” information was excluded.

34. REGULATORY IMPACT ANALYSIS (“RIA”) AND PUBLIC CONSULTATION

35. As seen above, the Draft proposes technical-formal changes to include data that is currently requested from participants. This characterizes it as a low-impact normative act, therefore subject to exemption from RIA, in accordance with Art. 2, II c/c Art. 4, III, of Decree No. 10.411, of June 30, 2020 (“Decree 10.411”), reflected in Art. 14, III, of CVM Resolution No. 67, of March 10, 2022 (“CVM Resolution 67”).

36. Moreover, in the event of exemption from RIA, Public Consultation becomes optional, in accordance with Art. 9-A, caput, Decree 10.411, and Art. 31, I, b, CVM Resolution 67. Given the limited and operational nature of the proposed changes, it does not seem justified, in our view, to carry out a public consultation.

37. Finally, in compliance with the provisions of Art. 14 of Decree 10.411, it is proposed that after 10 (ten) years, it be verified whether the issued regulation remains adequate to the regulatory stock in force at the time.

38. CONCLUSION

39. Finally, it is proposed to forward this Internal Office with the Draft for deliberation by the CVM Board, with reporting by the SDM.

Sincerely,

Bruno Heine Peixoto
Federal Inspector of the Capital Markets - GDN-1

Agreed,

Raphael Acácio Gomes dos Santos de Souza
Manager of Normative Development – 1 (GDN-1)

Agreed,

Antônio Carlos Berwanger
Superintendent of Market Development (SDM)

Document electronically signed by Bruno Heine Peixoto, Federal Inspector of Capital Markets, on 07/24/2025, at 13:28, based on Art. 6 of Decree No. 8.539, of October 8, 2015.
Document electronically signed by Raphael Acácio Gomes dos Santos de Souza, Manager, on 07/24/2025, at 13:46, based on Art. 6 of Decree No. 8.539, of October 8, 2015.
Document electronically signed by Antonio Carlos Berwanger, Superintendent, on 07/24/2025, at 15:06, based on Art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, by informing the verification code 2388443 and the CRC code 78EA76F6.
This document's authenticity can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 2388443 and the "CRC Code" 78EA76F6.
Reference: Process No. 19957.002053/2025-51 SEI Document No. 2388443