Dividend Policy and History

 

SCOPE

The Policy of Material Act or Fact and Trading of Securities shall be complied with by all officers, members of the Board of Directors and Fiscal Council and of any bodies with technical or advisory functions, created by means of statutory provisions, of the Company itself and any companies directly or indirectly controlled by the former, and by whomever, due to its position, function or job in the Company, its subsidiary or affiliated companies, is aware of any information related to a material act or fact, as well as by Company´s controlling shareholders, pursuant to Law No. 6,404/76 and subsequent amendments, direct or indirect, and respective employees (all, jointly, referred to as ?Company´s Employees?).

 

BASIC PRINCIPLES

1. The Company´s relationship with the participants and opinion makers in the securities market shall be consistent and transparent. Accordingly, any Company´s shareholders and investors in securities convertible into Company´s shares, as well as the market, shall be entitled to any broad information on whatsoever may affect their investments, subject to the Company´s lawful interests and any legal provisions and the provisions set forth herein.

2. The disclosure of information on the Company shall be ongoing, systematic and accessible to all shareholders and investors in securities convertible into Company´s shares.

3. The Company’s employees shall maintain the confidentiality about the material act or fact to which they have access and not yet announced to the market and shall not use this information in order to gain advantages for themselves or third parties.

 

CONCEPT OF MATERIAL ACT OR FACT

4. Pursuant to article 155, §1 of Law No. 6,404/76 and article 2 of CVM Instruction No. 358 of January 3, 2002, for disclosure effects, the following shall be deemed as significant: any decision made by the controlling shareholder(s), any resolution of the Shareholders´ Meeting or of the Company´s management bodies, or any political-administrative, technical, business or economic-financial act or fact occurred or related to the Company´s business and which may have significant impact on:

i) the quotation of any securities issued by the Company or referred thereto; 
ii) the investors´ decision to purchase, sell or keep the securities mentioned in (i) above; and 
iii) the investors´ decision to exercise any rights inherent in the capacity of holders of securities issued by the Company or referred thereto.

 

DISCLOSURE DUTIES AND RESPONSIBILITIES

5. The Investors Relations Officer shall be obliged to disclose and report, to the Brazilian Securities Commission (?CVM?) and, if applicable, to any stock exchanges and organized over-the-counter market in which the Company´s securities may be traded, any material act or fact ocurred or related to the Company´s business, as well as to arrange for its broad, immediate and simultaneous disclosure in all markets in which the Company´s securities may be traded.

5.1 Any controlling shareholders, officers, members of the Board of Directors and Fiscal Council and of any bodies with technical or advisory functions, created by means of statutory provisions, shall report in writing to the Investors Relations Officer any material act or fact they are aware of which has not been yet disclosed, and the Investor Relations Officer shall be responsible for analyzing such matter and carry out the disclosure as appropriate. In connection with the aforementioned report carried out, in the event the persons mentioned in this item note the unreasonable failure by the Investor Relations Officer to comply with his/her duty to report and disclose, such persons shall be exempt from any responsibility in case they immediately report the material act or fact to the CVM.

5.2 In the event of any intended disclosure of any yet undisclosed material act or fact through any communication means (including press release, during meetings of professional associations, through investors, analysts or selected audience, in the country or abroad), the Investor Relations Officer shall be informed in advance, so that the latter may arrange for its simultaneous disclosure to the market.

5.3 The Investor Relations Officer shall be responsible for confirming, correcting or clarifying any information on any material act or fact with the CVM, any stock exchange and over-the-counter markets, as the case may be.

5.4 In the event it receives any request for additional clarification from the CVM, any stock exchange or organized over-the-counter market in which the Company´s securities may be traded, or in the event of any unusual variation in the quotation, price and quantity of securities traded issued by the Company or referred thereto, the Investor Relations Officer shall inquiry any persons with access to any material acts or facts in order to check whether these persons are aware of any information which should be disclosed to the market.

 

TIMING OF DISCLOSURE

6. Any material act or fact shall be disclosed, whenever possible, before the beginning or after the end of the trading on stock exchanges and organized over-the-counter markets in which the securities issued by the Company may be traded.

6.1. In the event any securities issued by the Company may be simultaneously traded in markets in different countries, any material act or fact shall be disclosed, whenever possible, before the beginning or after the end of the trading in both countries, and in the event of inconsistency of timing, the Brazilian market working hours shall prevail.

6.2. In the event it is fundamental that any material act or fact be disclosed during the trading hours, the Investor Relations Officer may simultaneously request, upon communicating the material act or fact, to the stock exchanges and organized over-the-counter markets in which the securities issued by the Company may be traded, that the Company´s securities or any securities referred thereto be suspended for the time necessary for the proper disclosure of the material information.

 

EXCEPTION TO THE IMMEDIATE DISCLOSURE

7. Exceptionally, in the event any controlling shareholders or the management understand that the disclosure of any material act or fact may jeopardize the Company´s lawful interests, such parties may fail to do so.

7.1. In the event of any information leakage or unusual variation in the quotation, price or quantity traded of securities issued by the Company or referred thereto, the Company´s controlling shareholders or management, as the case may be, shall be obliged to immediately disclose such material act or fact, directly or by means of the Investor Relations Officer.

 

WAY OF DISCLOSURE

8. Any material act or fact shall be disclosed by means of the publication in large circulation newspapers normally used by the Company, and such publication may be summarized with the indication of addresses in the world wide web – Internet, in which the entire information shall be available to all investors, in such a way at least identical to that forwarded to the CVM and any stock exchange and organized over-the-counter market in which the securities issued by the Company may be traded.

8.1. Any material act or fact, including any summarized information as referred to in the item above, shall be clearly and accurately disclosed and reported by using lay language understandable to the investing audience.

 

DUTY TO KEEP SECRECY

9. Any controlling shareholders, officers, members of the Board of Directors and Fiscal Council and of any bodies with technical or advisory functions, created by means of statutory provisions, and Company´s employees shall be responsible for keeping secrecy of any information related to any material act or fact of the Company and its subsidiary and affiliated companies, to which they have privileged access in view of any position or job they have, until such information be disclosed to the market, as well as for arranging that any subordinates and third parties of their trust also do so.

 

DISCLOSURE OF INFORMATION ON TRADING BY MANAGEMENT AND RELATED PARTIES

10. Any officers, members of the Board of Directors and Fiscal Council and of any bodies with technical or advisory functions, created by means of the Company´s statutory provisions, shall be obliged to report to the CVM, the Company (in the capacity of the Investor Relations Officer), to any stock exchange and organized over-the-counter market in which the Company´s securities may be traded, the number, characteristics and the way of acquisition of the securities issued by the Company and any subsidiary or parent companies, which are publicly-held companies, or referred thereto, of which they are the holders of, as well as of any changes in their positions.

10.1. Such report shall include the following information at the least:

I – the reporting party´s name and qualification, stating the enrollment number in the Corporate Taxpayers´ Identification or in the Individual Taxpayers´ Registry;

II – number by type and class, for shares, and other characteristics, for other securities, in addition to the issuing company´s identification; and

III – way, price and date of operations.

10.2. The report referred to in item 10 above shall occur immediately after the instatement in office and, subsequently, no longer than ten (10) days after the end of the month in which any change in the positions held by the aforementioned person is evidenced, by stating the balance of the position for the period.

10.3. Any individuals mentioned in this item 10 shall also state any securities owned by their spouses they are not judicially separated from, by any partner of any dependant included in their annual income tax return, and by any direct or indirect subsidiary companies.

 

DISCLOSURE OF ACQUISITION OR DISPOSAL OF SIGNIFICANT OWNERSHIP INTEREST

11. A significant ownership interest shall be construed as any interest corresponding, directly or indirectly, to five percent (5%) or more of the type or class of the Company´s capital stock.

11.1. The duty to disclose and report shall be applicable to: (i) any direct or indirect controlling shareholders, (ii) any shareholders electing the Company´s Board of Directors´ members, and (iii) any individual or legal entity, or group of people, acting jointly or representing the same interests, every time these parties reach, acquire, dispose of or terminate any significant ownership interest or rights to any significant ownership interest.

11.2. Any disclosure shall be carried out by means of the publication in large circulation newspapers normally used by the Company or by the summarized publication in these newspapers with an indication of the address at the Internet.

11.3. Any representation on the extent, acquisition, disposal of or termination of any significant ownership interest or of any rights to a significant ownership interest shall be forwarded to the CVM and, if applicable, to the stock exchange and the organized over-the-counter market in which the securities issued by the Company may be traded, and shall include the information as follows:

(i) the acquiring party´s name and qualification, mentioning the enrollment number in the Corporate Taxpayers´ Identification or in the Individual Taxpayers´ Registry;

(ii) purpose of interest and intended quantity;

(iii) number of shares, subscription bonuses, as well as any rights to subscription of shares and stock purchase options, by type and class, already held directly or indirectly by the acquiring party or any person related thereto;

(iv) number of debentures convertible into shares, already held directly or indirectly by the acquiring party or person related thereto, by detailing the number of shares subject to a possible conversion, by type and class; and

(v) indication of any agreement or contract regulating the exercise of the voting right or the purchase and sale of any securities issued by the Company.

11.4. Any person or group of persons representing the same interest, holding a significant ownership interest equal or higher than the percentage referred to above shall be equally obliged to disclose the same information, every time this said ownership interest is increased by five percent (5%) of the type or class of the Company´s capital stock.

11.5. The report to the CVM, any stock exchanges and the organized over-the-counter market in which the securities issued by the Company may be traded shall be forwarded immediately after the significant interest mentioned in this item 11 is reached.

 

PROHIBITIONS TO TRADING

12. Before the disclosure of any material act or fact ocurred in the Company´s business to the market, any trading in securities issued by the Company or referred thereto by the Company itself, its direct or indirect controlling shareholders, officers, members of the Board of Directors and Fiscal Council and of any bodies with technical or advisory functions, created by means of statutory provisions, or by whomever, due to its position, function or job in the Company, its parent company, its subsidiary or affiliated companies, is aware of any information related to material act or fact, shall be prohibited.

12.1. The same prohibition stated in this item 12 shall be applicable to whomever is aware of any information related to any material act or fact, and knows that it refers to information not yet disclosed to the market, particularly those parties who have a business, professional or trust relationship with the Company, such as independent auditors, securities analysts, advisors and institutions which are integral parts of any distribution system, which are responsible for checking the compliance with the disclosure of the information before trading in the Company´s securities or referred thereto.

12.2. Without prejudice to the aforementioned, the same prohibition shall be applicable to any administrators withdrawing from the Company´s management before the public disclosure of any business or fact started during his/her term of office, and this period shall extend for six (6) months after his/her withdrawal.

12.3. The same prohibition shall also be applicable whenever any acquisition or disposal of Company´s shares by the Company itself, its subsidiary or affiliated companies or any other company under joint control, is in progress, or in the event any option or power of attorney is granted for the same purpose, as well as in the event of any intended take-over, total or partial spin-off, merger, change or corporate restructuring.

12.4. Any trading by any and all persons mentioned in item 12 hereof shall be prohibited for a period of fifteen (15) days before the disclosure of the Company´s quarterly information report (ITR) and annual information (DFP and Reference Form).

12.5. The Company´s Board of Directors may not resolve on the acquisition or disposal by the Company of any of its own shares while the following items are not publicly disclosed, by means of the publication of a material fact: (i) the execution of any agreement or contract aiming at the transfer of the Company´s ownership control, or (ii) the granting of an option or power of attorney for the purpose of transferring the Company´s ownership control, or (iii) any existing intention to carry out any take-over, total or partial spin-off, merger, change or corporate restructuring.

12.6. The prohibitions set for in items 12, 12.1, 12.2 and 12.3 shall cease to be in force as soon as the Company discloses the material fact to the market, except if the trading in shares might affect the conditions of said businesses, by damaging the Company´s shareholders or the Company itself.

12.7. The prohibition set forth in item 12 shall not be applicable to the acquisition of shares held in treasury within the legal limits authorized by shareholders, by means of any private trading, arising from the exercise of any purchase option according to the stock purchase option plan, approved at a Company´s Shareholders´ Meeting and eventual buybacks by the Company, also through private trading of these shares.

12.8. The prohibitions provided for in items 12, 12.1, 12.2 e 12.3 above shall not apply to the Company, its direct and indirect controlling shareholders, officers, fiscal council members and executives with access to relevant information and members of other bodies with technical or advisory functions when they make long-term investments, as long as one of the following characteristics is observed: (i) subscription or purchase of shares by force of the exercise of options granted according to the stock option plan approved at shareholders’ meeting; (ii) purchases subject-matter of the share buyback program are made by the Company in order to cancel them or hold them in treasury; (iii) the variable compensation received as profit sharing is used to acquire the Company shares; (iv) the Company’s officers, direct or indirect controlling shareholders, fiscal council members, employees and executives with access to relevant information and members of other bodies with technical or advisory functions execute the Investment Individual Programs (defined hereinbelow).

13. Any prohibitions in connection with the trading or reporting obligations addressed herein shall be extended to any trading carried out directly or indirectly by the officers , members of the Board of Directors and Fiscal Council and of any bodies with technical or advisory functions, created by means of statutory provisions, of the Company itself and any companies directly or indirectly controlled by the former and by whomever, due to its position, function or job in the Company, its subsidiary or affiliated companies, is aware of any information related to a material act or fact, as well as by Company´s controlling shareholders, pursuant to Law No. 6,404/76 and subsequent amendments, direct or indirect, even in those cases in which the trading by these persons are carried out by means of:

(i) any company controlled by them; and/or

(ii) any third parties with which a trust agreement or the management of portfolio or shares are kept.

14. The prohibitions to trading addressed herein shall also be applicable to any trading carried out on s tock exchange and on over-the-counter markets, whether or not organized, as well as to any trading carried out without the intermediation of an institution which is an integral part of the distribution system.

15. For purposes of the provisions in article 20 of CVM Instruction No. 358/02 and in item 13 hereof, any trading carried out by investment funds of which the persons mentioned in the item above are unit holders shall not be deemed as indirect trading, provided that:

(i) these investment funds are not exclusive; and

(ii) any trading decisions made by the investment fund administrator may not be influenced by such unit holders.

 

INVESTMENT INDIVIDUAL PROGRAMS

16. The Investment Individual Program means the individual plans for the acquisition of securities filed at the Company’s headquarters through which the Company’s direct and indirect controlling shareholders, fiscal council members, employees and executives with access to relevant information and members of other bodies with technical or advisory functions indicate their intention of investing with their own funds in securities issued by the Company on a long-term basis.

17. For the Investment Individual program eligibility, the same shall be filed at the Company’s headquarters with the Investor Relations Officer over a thirty-(30) day period and shall indicate the approximate amount of funds the investor plans to invest or the number of securities to be acquired, within the effectiveness term of the Investment Individual Program established by the interested party, not less than twelve (12) months, and at the end of this term, the interested party shall submit a brief report on the investment progress

18. Securities acquired within the Investment Individual Program cannot be sold before ninety (90) days as of their acquisition, unless in case of force majeure, duly justified in writing.

19. The thirty-(30) day period set forth in item 17 above shall not prevail in the first Investment Individual Program registered after the effectiveness of this present Disclosure Policy of Material Act or Fact and Trading of Securities.

20. The Investment Individual Programs shall observe the restriction of item 12.4 above.

21. Officers to withdraw from the Company before the public announcement of business or fact initiated during their tenure are prohibited from trading the Company securities using the Investment Individual Programs : (i) during six (6) months after their withdrawal; or (ii) until the Company discloses the material act or fact to the market, unless if the trading of the Company shares after the disclosure of material act or fact can interfere in business conditions to the detriment of the Company‘s shareholders or the Company itself. Among securities trading restrictrions imposed to the managers withdrawn from the Company, the event that occurs first shall prevail.

DISCLOSURE OF THESE RULES

22. The Company, by means of the Investor Relations Officer, shall report the terms of this instrument to the Company´s controlling shareholders and Employees, and shall obtain from the current Company´s Employees their respective formal adhesion in an instrument to be filed at the Company´s head office for the time during which the Company´s Employee has a relationship thereto and for five years after his/her termination.

22.1. The Investor Relations Officer shall be responsible for arranging that the respective formal adhesion be obtained from each new Company´s Employee.

23. Any approval or change to the Policies for Disclosure of Material act or Fact and Trading in Shares shall be reported to the Brazilian Securities Commission and, if applicable, to any stock exchange and organized over-the-counter market in which the securities issued by the Company may be traded, and such report shall be followed by a copy of the resolution and of the full content of the documents regulating and comprising said policies.

23.1. In the event of any changes to the Policies for Disclosure of Material act or Fact and Trading in Shares, the Investor Relations Officer shall be responsible for arranging that any Company´s Employees and controlling shareholders become aware of such changes made.

24. The trading policy set forth herein may not be changed while any disclosure of material act or fact is pending.

25. The Company shall keep in its head office, at the disposal of CVM, a list of the Company´s Employees and respective qualifications, stating their position or function, address and enrollment number in the Corporate Taxpayers´ Identification or in the Individual Taxpayers´ Registry, and keep it updated upon occurrence of any change.

 

OFFICER IN CHARGE

26. The Company hereby nominates the Investor Relations Officer as the officer in charge for carrying out and following any disclosure and trading policies.

 

 

PENALTIES

27. Any violation to the rules set forth herein shall be construed as a serious violation, for the purposes set forth in Law No. 6,385/76, and the offending party, whether an individual or legal entity as the case may be, shall be subject, to the CVM´s sole discretion, to a daily punitive penalty, irrespective of any summons, in the amount of five hundred reais (R$500,00), without prejudice to the provisions set forth in paragraph 3 of article 11 of Law No. 6,385/76 and any possible criminal liabilities.