BEE4 Direct

CARACTERÍSTICAS

TYPE OF OFFER

Debt offering, choosing between commercial notes or debentures, and equity offering.

CVM REGISTRATION CATEGORY

A (equity and debt) or B (debt).

AUDIENCE

General investors.

KEY FEATURES

Does not require hiring an offering coordinator. The FÁCIL Form must be completed.

PROCEDURE

Exempts the offering from registration with the CVM, requiring only compliance with the BEE4 offering process.

Listing steps

Issuer Listing Application

Must be signed by the Investor Relations Officer (IRO), indicating the intended CVM registration category.

Appointment of an Investor Relations Officer (IRO)

Appointed through a corporate act, this officer will be responsible for providing information to the market, the CVM, and BEE4, and will represent the company before investors and regulators.

Listing approval document

The listing application must be formally approved through the minutes of a shareholders’ meeting or a corporate act.

Articles of association approval document

The consolidated and updated articles of association must be formally approved by the shareholders and, when applicable, depending on the issuer’s business sector, prior approval or ratification by the competent regulatory authority will also be required.

FÁCIL Form

The FÁCIL Form must be completed in accordance with CVM Resolution No. 232, indicating the intended registration category.

Registration form

Completion of the issuer’s registration information in accordance with CVM Resolution No. 80.

Audited financial statements

The audited financial statements, without a modified opinion, must be prepared in accordance with Law No. 6,404/1976 and CVM rules, referring to the latest fiscal year or, when applicable, the most recent date that adequately reflects the issuer’s financial position, subject to the applicable regulatory deadlines.

Quarterly Information Form (ITR) or Semiannual Information Form (ISEM)

Related to the required reporting periods, provided that more than 60 days have passed since the end of the quarter or half-year, as applicable.

Shareholders’ agreements

Copy of shareholders’ agreements, or other corporate agreements, if any, filed by the issuer.

Regulatory Exemptions Form

Document detailing the exemptions selected by the issuer, in accordance with the template provided in BEE4’s Circular Letter.

Agreement Granting Access Rights

Document enabling access rights as an issuer, duly signed with BEE4.

Understand the difference between the types of registration

To access the capital markets, the company must choose which type of issuer registration it will apply for under the two CVM categories:

Category A:

allows the company to issue debt securities, such as debentures and/or commercial notes, as well as shares.

Category B:

allows only the issuance of debt securities, such as debentures and/or commercial notes, but does not authorize the issuance of shares.

Document checklist

Check the documents required for the offering

Offering documents Federal Payment Slip (GRU) and proof of payment of the CVM supervisory fee;

Offering documents Deed or instrument of the security, in cases involving the issuance of debt securities;

Offering documents Updated FÁCIL Form;

Offering documents File containing the characteristics of the securities, information on the deposit of the securities offered and, in the case of debt, the respective payment schedule, in accordance with the templates made available by BEE4;

Offering documents Statement signed by the statutory officer of the trustee certifying the absence of any conflict of interest that would prevent the exercise of the role, in the case of issuance of debt securities, if applicable;

Offering documents Minutes approving the issuance of the securities;

Offering documents Issuer’s statement that its issuer registration is up to date and that the information contained in the offering is true and accurate.

What happens after listing

After listing on BEE4, your company’s compliance routine will be simplified compared to the traditional market, but it will require discipline.

FINANCIAL REPORTS

Periodic disclosure of annual audited financial statements and semiannual information reviewed by an independent auditor.

MATERIAL FACTS

Whenever events or situations occur that are classified as Material Facts, they must be disclosed to the market in accordance with CVM Resolution No. 44.

ISSUER INFORMATION

Corporate and registration information, as well as the FÁCIL Form, must be made available annually and updated whenever there are relevant changes.