Disclosure Policy

Pursuant to CVM Instruction 358, the Company maintains a Material Information Disclosure and Use Policy and a Company Securities Trading Policy containing the procedures for disclosing material information and maintaining the confidentiality of such information not yet made public.

Material information is any decision made by controlling shareholders, resolutions taken by General Meetings or by the Company’s management bodies, or any other political-administrative, technical, business or economic-financial act or fact occurred or related to the Company’s businesses which may substantially influence (i) the price of securities; (ii) the decision of investors on buying, selling or maintaining securities; or (iii) the investors’ determination to exercise any rights inherent to their condition of securities holders.

It is incumbent upon the Investor Relations Officer to disclose and notify the CVM and the Stock Exchanges any material act or fact occurred or related to the Company’s businesses which may be considered material information, as well as to guarantee wide and immediate dissemination of material information on Stock Exchanges and to the general public (through announcements published in newspapers, etc.).

There is only one assumption in which the Company accepts not to immediately disclose material information. Said information may not be disclosed only if its disclosure may jeopardize the Company’s legitimate interest.

Everyone involved (the Company’s controlling shareholder, its Officers, members of the Board of Directors, of the Fiscal Council and of any other technical or advisory bodies created by statutory provision, Company’s managers and employees having frequent access to material information, and others that the Company deems necessary or convenient) shall sign a declaration of compliance with the Policy for Disclosure and Use of Material Information and Trading of Securities Issued by the Company, and maintain secrecy on information not disclosed yet, under penalty of indemnification to the Company and other persons involved if losses occur.

Information Disclosure

The Company shall meet the requirements related to the disclosure of information provided for by the Brazilian Corporation Law and the normative acts issued by the CVM

In view of our listing in the Novo Mercado, the Company shall also meet the requirements related to the disclosure of information included in the Novo Mercado Listing Regulation.

Disclosure of Occasional and Periodic Information

The Brazilian Corporation Law and the regulation issued by the CVM set forth that a publicly-held company shall provide the CVM and BOVESPA with certain periodic information, including annual information, quarterly information and management and independent auditors’ quarterly reports. These rules also set forth the obligation to issue the call notices and minutes of General Meetings.

In addition to the disclosure requirements of the corporation law and the CVM, we shall also meet the information disclosure requirements established by the Novo Mercado Regulation. See "Special Corporate Governance Practices - Periodic Information".

Trading Disclosure of the Controlling Shareholder, Board member, Officer or member of the Fiscal Council

Pursuant to CVM rules and the Novo Mercado Regulation, Officers, Controlling Shareholders, members of the Board of Directors or the Fiscal Council, when instated, or members of any other body with technical or advisory functions of the Company, created by statutory provisions, are required to notify the Company the ownership and trading carried out with securities issued by the Company, which are directly or indirectly held by them, including their Derivatives, or issued by its publicly-held subsidiaries or holding companies, or to which they are referred to. When referring to individuals, information shall include securities owned by the spouse, partner or dependent included in their income tax return, and subsidiary directly or indirectly controlled by these persons. This notification shall be made right after the acquisition of the Control Power. The notification must have, at least, the following information:

  • name and position of correspondent;
  • number, by type and class in case of shares, and other characteristics in case of other securities, in addition to the identification of the Company and the balance of the position held before and after transaction; and
  • form, price and date of transactions.

This information shall be sent (i) in the first business day after the investiture in the position; (ii) when the request for the Company’s registration as publicly-held company is presented; and (iii) five days after each transaction is carried out.

The Company shall send the information mentioned above to the CVM and, if the case may be, to the stock exchanges or organized over-the-counter market entities in which the Company’s shares are admitted for trading, within ten days after the end of the month in which changes in the positions held are verified, or the month in which the investiture in the position of the persons mentioned above occurs.

The information mentioned above shall be individually delivered and consolidated by the body indicated, and the consolidated positions will be available in the electronic system of Occasional and Periodic Information (IPE).

The Investor Relations Officer is responsible for sending the information received by the Company to the CVM and, if the case may be, to the stock exchanges or organized over-the-counter market entities in which the Company’s shares are admitted for trading, in conformity with the provisions herein.

Whenever controlling direct or indirect shareholders and the shareholders that elect the members of the Board of Directors or the Fiscal Council, as well as any individual or corporation, or group of persons acting together, or representing the same interest, reach a direct or indirect interest of 5% or more of the Company’s shares, these shareholders or group of shareholders shall notify BOVESPA and the CVM the following:

  • name and position of the purchaser of shares, with the Corporate Taxpayer’s ID (CNPJ) or the Individual Taxpayer’s Register (CPF);
  • purpose of interest and number aimed, including, if the case may be, a declaration of the purchaser that his/her purchases have not as purpose to change the composition of the control or the administrative structure of the company;
  • number of shares, subscription bonus and share subscription and purchase option rights, by type and class, debentures convertible into shares already held, directly or indirectly, by the purchaser or a person related to him; and
  • indication of any agreement or contract regulating the exercise of the voting right or the purchase or sale of securities issued by the Company.

This notification is also mandatory for a person or group of persons representing the same interest, holding 5% of the shares or more, whenever this interest reaches 5%.