I. Preamble of the Disclosure Policy and Definitions
(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.