Disclosure and Securities Trading Policy
Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) regulates the disclosure and use of information related to the material acts and facts of publicly traded companies, as follows:
1. Establishes the concept of material fact, with this definition including any decisions taken by the controlling shareholder, the shareholders’ meeting or the management of the Company, or any other act or fact of a political, administrative, technical, commercial, economic or financial nature involving or related to the Company’s business, that could significantly influence any of the following aspects:
(i) the price of its securities;
(ii) investors’ decision to buy, sell or hold its securities; and
(iii) investor’s decision to exercise any rights inherent to the condition of holders of the securities issued by the Company.
2. Provides examples of acts or facts that are considered potentially material, including, but not limited to, the execution of any agreement involving the transfer of control of the Company, the entry or withdrawal of partners that maintain contracts or collaborations with the Company of an operational, financial, technological or administrative nature, or any mergers, consolidations or spin-offs involving the Company or its related companies;
3. Requires the Investor Relations Officer, controlling shareholders, executive officers and members of the audit board or of any bodies with technical or advisory responsibilities to report any material facts to the CVM;
4. Requires the simultaneous disclosure of material facts to all markets in which the Company’s securities are listed for trade;
5. Requires the acquirer of a controlling interest in the Company to publish a material fact notice stating its intention to cancel its registration as a publicly listed company within one year of the acquisition;
6. Establishes rules regarding the disclosure of the acquisition or divestment of a material interest in a publicly traded company; and
7. Restricts the use of insider information.