Disclosure Policy

Information Disclosure Policy

Disclosure Policy

Disclosure Policy

I. Preamble of the Disclosure Policy and Definitions

Given that:

(i) investors should have immediate access to any Material Act or Fact (as defined below); (ii) the Company has the obligation to disclose all Material Acts or Facts (as defined below) in an organized, clear, accurate, equitable and sufficient manner; (iii) the controlling shareholders and Management (as defined below) must decide on the most opportune moment for disclosing Material Acts or Facts, including the possibility of non-disclosure to the benefit of the Company, when they believe that publication of said Material Act or Fact will put the Company’s legitimate interests at risk;

The Company‘s Board of Directors‘ Meeting of September 25, 2007 approved the following Information Disclosure Policy.

The Declaration of Compliance to this Disclosure Policy is signed by the Directly Related Parties, as defined below, will be filed at the Company’s headquarters while said Signatories are employed by the Company and for five (5) years after their termination.

The Company will maintain a list of Directly Related Parties, as defined below, together with their respective qualifications, position, address and individual or corporate taxpayer’s ID, at its headquarters, at the disposal of the CVM, updating said list immediately whenever there is a change thereto.


Controlling Shareholders: Any individual or legal entity, or group of people bound by voting agreements, or under common control that directly or indirectly: (a) holds partnership rights that ensure a permanent majority of the votes at shareholders’ meetings and the power to elect the majority of Management; and (b) effectively use their power to direct corporate activities and guide the operations of the Company’s various bodies.

Management: the Company’s executive officers and the sitting and alternate members of its Board of Directors, acting on their behalf or that of the Company.

Company: ALUPAR INVESTIMENTO S.A., a corporation headquartered in the city and state of São Paulo, inscribed in the corporate roll of taxpayers under no. 08.364.948/0001-38.

Committee Members: members of the Fiscal Council and any other bodies of a technical or advisory nature created by statutory provisions.

CVM: Brazilian Securities and Exchange Commission.

Directly Related Parties: Controlling Shareholders, Management, Committee Members and Related Parties to Information.

Related Parties to Information: all people, employees or not, who, due to their function, position or job in the Company or in the Company’s controlling companies, subsidiaries or associated companies, or companies under common control, are privy to information related to Material Acts or Facts, as defined below, especially people in the areas directly subordinate to the Controlling Shareholders, Management and Committee Members.

Material Act or Fact: any (i) decision taken by the Controlling Shareholders; (ii) resolution by a shareholders’ meeting or Management; or (iii) any other act or fact of a political, administrative, technical, transactional or economic and financial nature or related to the Company’s business that may have a material influence on:

(a) the market price of securities issued by the Company or referenced thereto;

(b) the decision of investors to purchase, sell or maintain said securities;

or (c) the decision of investors to exercise any rights inherent to the ownership of said securities or securities referenced thereto.

Instruction 358: CVM Instruction 358, of January 3, 2002, as amended.

Disclosure Policy: the Company’s Information Disclosure Policy.

II. Directly Related Parties

All Directly Related Parties must comply with the Disclosure Policy.

III. General

Directly Related Parties should maintain a high standard of conduct and be loyal to the Company’s interests, performing their tasks and attributions in order to ensure that the Company fulfils its corporate purpose and social function, maintaining discretion regarding its business at all times and respecting and serving the Company’s shareholders, employees and the neighboring community.

IV. Potential Material Acts or Facts

The relevance of a Material Act or Fact is based on its likelihood of influencing investors’ decisions to trade in the Company’s securities.

A Material Act or Fact, as defined above, is, for the purposes of this Disclosure Policy, any act or fact capable of materially influencing:

(a) the market price of securities issued by the Company or referenced thereto;

(b) the decision of investors to purchase, sell or maintain said securities; or

(c) the decision of investors to exercise any rights inherent to the ownership of said securities issued or securities referenced thereto.

V. Examples of Material Acts or Facts

Instruction 358 presents various examples of Material Acts or Facts, but it is not a complete list.

A list of types of Material Act or Fact expressly envisaged in Instruction 358 is transcribed below. Directly Related Parties should observe that (i) the occurrence of any of the following does not necessarily constitute a Material Act or Fact, since, in order to do so, as defined in the item Potential Material Acts or Facts above, said occurrence must have the capacity to materially influence the decisions of investors to trade in the Company’s securities; and (ii) the list contains examples only and does not include all the possible occurrences that would constitute and characterize a Material Act or Fact:

(a) the signing of agreements or contracts involving the transfer of the company‘s share control, even if subject to conditions precedent or subsequent;

(b) any change in the company’s control, including through the execution, amendment or termination of a shareholders’ agreement;

(c) the execution, amendment or termination of a shareholders‘ agreement in which the company is an intervening party, or which is registered in the company’s records;

(d) the admission or departure of a partner who maintains an operating, financial, technological, or administrative agreement or collaboration with the company;

(e) authorization to trade securities issued by the Company in any domestic or overseas markets;

(f) a decision to delist the company;

(g) incorporations, mergers or spin-offs involving the company or related companies;

(h) a change in the corporate status of the company, or its dissolution;

(i) a change in the company’s equity composition;

(j) changes in accounting criteria;

(k) debt renegotiations;

(l) approval of a stock option plan;

(m) alterations to the rights and benefits related to securities issued by the company;

(n) share splits, reverse splits or bonus share issues;

(o) the acquisition of company shares to be held in treasury or canceled, as well as the sale of said shares;

(p) the company’s profit or loss and the distribution of cash payments to shareholders (dividends or interest on equity);

(q) the execution or termination of agreements, or their failed execution when success was publicly expected;

(r) the approval, alteration or abandonment of a given project, as well as delays in its implementation;

(s) the initiation, alteration or discontinuation of the manufacture or sale of products or the provision of services;

(t) the discovery, change or development of technology or resources by the Company;

(u) any modification of projections disclosed by the Company; and

(v) petitions for judicial reorganization proceedings, bankruptcy requests or the filing of lawsuits that may affect the Company’s economic and financial situation.

VI. Confidentiality

Directly Related Parties must maintain the confidentiality of any Material Act or Fact regarding the Company’s businesses not yet disclosed to the market.

While a Material Act or Fact remains undisclosed, Directly Related Parties must ensure that it is kept on a need-to-know basis for the conduct of the company’s business, doing everything possible to ensure that all people with access to the information in question, including subordinates and/or third parties in their confidence are aware of its confidential nature and its limited disclosure, pursuant to this Disclosure Policy. In accordance with article 8 of Instruction 358, in the event that said subordinates and/or third parties in the confidence of Directly Related Parties breach the confidentiality of the information with which they are entrusted, said Directly Related Parties shall be held jointly liable for the breach.

Directly Related Parties must also make sure that relatives to the second degree maintain the same confidentiality.

VII. Procedures for the Maintenance of Secrecy

Directly Related Parties should take precautions to maintain the strict confidentiality of information in as yet undisclosed Material Acts or Facts.

Pursuant to the item Potential Material Acts or Facts above, when dealing with as yet undisclosed confidential or potentially material information, Directly Related Parties must:

(a) immediately report said information to the Investor Relations Officer, observing the provision in the item Maintenance of Confidentiality in Benefit of the Company;

(b) ensure that all the documents related to this information are circulated with restricted access and/or a confidentiality warning and that related conventional or electronic correspondence is addressed only to people of confidence who are aware that the information in question is confidential, while strictly observing the Company’s electronic correspondence security procedures;

(c) send a list of those people (including name and position) with formal or informal access to said information, if known, to the Investor Relations Officer; and

(d) immediately inform the Investor Relations Officer of any occurrence or suspicion of information leaking beyond its restricted circle of knowledge.

VIII. Direct Responsibility for the Disclosure of Material Acts or Facts

The Investor Relations Officer is primarily responsible for the disclosure of Material Acts or Facts.

The Investor Relations Officer must ensure the full, effective and immediate disclosure of Material Acts or Facts to the CVM and the market(s) where the Company‘s securities are traded, pursuant to the item Maintenance of Confidentiality in Benefit of the Company.

IX. Secondary Responsibility for the Disclosure of Material Acts or Facts

Directly Related Parties who are aware of a Material Act or Fact that should have been disclosed have secondary responsibility.

Pursuant to the procedures established in sub-item (a) of the item Procedures Related to the Maintenance of Confidentiality, on becoming aware of a Material Act or Fact that has not been disclosed by the Investor Relations Officer, the Controlling Shareholders, Management or Committee Members must immediately report said Act or Fact, through duly filed correspondence, to the CVM, in accordance with Instruction 358.

X. Anomalous Situations

Directly Related Parties who are aware of a Material Act or Fact that has not yet been disclosed should remain alert to any atypical fluctuations in the price of shares.

Whenever there are any atypical fluctuations in the price or traded volume of securities issued by the Company, the Investor Relations Officer will ascertain with those people who have access to material information if they have any knowledge of matters that should be disclosed to the market.

XI. Maintenance of Confidentiality in Benefit of the Company

Material Acts or Facts should be disclosed immediately, except in cases where non-disclosure is indispensable to preserving the Company‘s legitimate interests.

Material Acts or Facts may not be disclosed if the Controlling Shareholders and/or Management believe that their announcement may jeopardize the legitimate interests of the Company. In such cases:

(a) those Controlling Shareholders and/or members of Management who decide not to disclose a material act or fact in order not to jeopardize the Company’s interests must immediately inform the Investor Relations Officer in confidence of the Act or Fact considered material, providing all the necessary information for its correct understanding so that it may be duly disclosed in the future if warranted, pursuant to Instruction 358;

(b) the Investor Relations Officer or other members of Management or the Controlling Shareholders – the latter two via simultaneous communication to the Investor Relations Officer – may ask the President of the CVM to decide on the confidentiality of a given Material Act or Fact provided said request is contained in a sealed envelope with a confidentiality warning. If the latter decides that said Material Act or Fact should be disclosed, it will do so in conjunction with the stock exchange and the over the counter entity in which the securities are traded; and

(c) in cases where the confidentiality of a Material Act or Fact is maintained and there occur situations that may be described as Anomalous Situations OR when the information in question leaks beyond the Directly Related Parties, the Investor Relations Officer must be immediately informed and should adopt the procedures in item (b) above or immediately disclose said Material Act or Fact, in which case the Controlling Shareholders and Management will not be exempt from responsibility for disclosure.

X. Holders of Securities Issued by the Company

Management and Committee Members should inform the CVM on a monthly basis of the securities held, acquired or sold by themselves or by related people.

Management and Committee Members must inform the Company, the CVM and the market in which the securities issued by the Company are traded of the number, characteristics and means of acquisition of all those securities issued by the Company and/or its subsidiaries and parent companies that they own, provided they are publicly-held companies. They should also report any securities issued by these companies that belong to (i) their spouse, provided they are not legally separated; (ii) their partner; (iii) any dependent included in their annual income tax return; and (iv) directly or indirectly controlled companies.

The report, which shall be made on a monthly basis, regardless of any change in any of the positions held, must contain:

(a) minimum information related to (i) name, qualification and individual or corporate taxpayer’s ID of the security-holder; (iv) the number held, by type and class, in the case of shares, and other characteristics in the case of other securities; (v) issuer; and (vi) the form, price and date of the transactions, if any; and

(b) immediate presentation, when invested in the position or when presenting documentation for registration as a publicly-held company, and within a maximum term of ten (10) days after the end of the month in which there are changes in the position held, with an indication of the period balance.

XI. Uneven Information Disclosure

All Directly Related Parties are responsible for not disclosing the Material Act of Fact in a privileged manner, even during public or closed meetings.

Prior to the disclosure of Material Acts or Facts by any means, including communication to the media or in meetings with professional associations, investors, analysts or selected individuals, in Brazil or abroad, Directly Related Parties should contact and submit the material that is the object of exposure or disclosure in confidence to the Investor Relations Officer who will take the necessary measures to simultaneously disclose said information, if the case.

XII. Crime against the Capital Market

The undue use of information concerning an as yet undisclosed Material Act or Fact may be classified as a crime, subject to a penalty of one to five years imprisonment and a fine.

The use of information not yet disclosed to the market, which Directly Related Parties are party to and whose confidentiality they are bound to maintain, in order to obtain undue advantage for themselves or third parties by trading in securities on their own behalf or on behalf said third parties, is classified as crime against the capital market, pursuant to Article 27-D of Law 6385, of December 7, 1976, amended by Law 10303, of October 31, 2001, which is subject to a penalty of one (1) to five (5) years imprisonment and a fine of up to three (3) times the amount of the undue advantage obtained as a result of said crime.

XIII. Oversight and Amendments

Directly Related Parties must be informed of any amendments to the Disclosure Policy.

As resolved, the Disclosure Policy came into effect on September 26, 2007. The Company’s Board of Directors may, subject said Policy to changes, which must be immediately communicated by the Investor Relations Officer to the Directly Related Parties, CVM, the stock exchange and market entities where the Company’s securities are traded, and shall be applicable as of the date on which said people are informed of the changes.