BEE4 Traction

Characteristics

TYPE OF OFFERING

Debt offering, choosing between commercial notes or debentures.

CVM REGISTRATION CATEGORY

B (debt); A (debt and equity), if the company is already registered under this category or intends to prepare for future equity issuances.

TARGET AUDIENCE

Professional investors in the primary offering, with no restrictions on the secondary market.

KEY FEATURES

No requirement to appoint an offering coordinator or distributor. Completion and filing of the FÁCIL Form is required.

PROCEDURE

Automatic registration of the offering with
the CVM, with no prior review required.

Listing Steps

Issuer Listing Application

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

Listing Approval Document

The listing request must be formally approved through minutes of a general meeting or a corporate resolution.

Appointment of Investor Relations Officer (IRO)

Designated 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.

Corporate Bylaws Approval Document

The consolidated and updated bylaws must be formally approved by shareholders and, when applicable depending on the issuer’s sector, may also require prior approval or ratification by the relevant regulatory authority.

FÁCIL Form

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

Registration Form

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

Audited Financial Statements

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

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

Required for applicable periods, provided more than 60 days have elapsed since the end of the quarter or semester, as applicable.

Shareholders’ Agreements

Copies of shareholders’ agreements or other corporate arrangements filed with the issuer.

Access Grant Agreement

Document granting access rights as an issuer, duly executed with BEE4.

Contrato de Outorga do Direito de Acesso

Documento para viabilizar o direito de acesso como emissor, devidamente assinado junto à BEE4.

Understand the difference between registration types

To access the capital markets, the company must choose between the two CVM registration categories:

Category A:

allows the company to issue both debt securities (such as debentures and/or commercial notes) and shares.

Category B:

allows only the issuance of debt securities (such as debentures and/or commercial notes), without authorization to issue shares.

Document checklist

Review the documents required for the offering

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

Offering documents Indenture or term sheet of the asset, in the case of debt securities issuance;

Offering documents Updated FÁCIL Form;

Offering documents File containing asset characteristics, information on the deposit of securities, and, in the case of debt, the payment schedule, in accordance with BEE4 templates;

Offering documents Statement signed by the statutory director of the trustee agent confirming the absence of conflicts of interest, when applicable;

Offering documents Minutes approving the issuance of securities;

Offering documents Issuer’s statement confirming that its registration is up to date and that the information provided in the offering is accurate;

Offering documents Market notice and announcements of the start and closing of the offering.

What happens after listing

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

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

MATERIAL EVENTS
Whenever events or situations qualify as Material Events, disclosure must be made to the market in accordance with CVM Resolution No. 44.

ISSUER INFORMATION
Corporate and registration data, as well as the FÁCIL Form, must be disclosed annually and updated whenever relevant changes occur.