Securities Trading Policy

1.The terms and expressions listed below, when used within this Policy, shall have the following meanings:

1.1.“Administrator(s)”: the Company‘s executive officers and members of the board of directors, individually, when in the singular, or jointly, when in the plural.

1.2.“Material Act or Fact”: it has the meaning attributed by Article 2 of CVM Instruction 358 (as defined below), as well as by the Company‘s Disclosure Policy.

1.3.“Stock Exchanges”: the stock exchanges or organized over-the-counter market entities where securities issued by the Company are admitted for trading in the country or abroad.

1.4. “Company”: Alupar Investimento S.A.

1.5.“Fiscal Council members”: the sitting and alternate members of the Company‘s Fiscal Council.

1.6.“Parent Company” or “Controlling Shareholders”: the shareholder or group of shareholders bound by a shareholders‘ agreement or under joint control that exercises the Company‘s control power, pursuant to Law 6,404/76 and its subsequent amendments.

1.7.“Accredited Brokers”: the brokers accredited by the Company to trade its securities by part of the persons subject to the Policy.

1.8.“CVM”: the Brazilian Securities and Exchange Commission.

1.9.“Investor Relations Officer”: the Company‘s statutory officer responsible for communicating the information to the investor community, the CVM and the Stock Exchanges, as well as maintaining the Company‘s registration as a publicly-held company updated.

1.10.“Employees and Executive Officers”: the employees and executive officers, regardless of their position or function in the Company, who, in view of their position or function in the Company, or in its Subsidiaries or Affiliated Companies, become aware of information related to a Material Act or Fact or any other Privileged Information.

1.11.“Privileged Information” or “Material Information”: all information related to the Company capable of having a material influence on (i) the price of the Securities issued by the Company or referenced thereto, (ii) investors‘ decision to buy, sell or maintain these Securities or (iii) investors‘ decision to exercise any rights inherent to their ownership of Securities (or securities reference thereto), not yet disclosed to the investor community.

1.12.“Instruction 358”: CVM Instruction 358 of January 3, 2002, as amended, which regulates the disclosure and use of information on Material Acts or Facts related to publicly-held companies, as well as the trading of Securities issued by publicly-held companies prior to the disclosure to the market of a material fact, among other matters.

1.13.“Instruction 400”: CVM Instruction 400, of December 29, 2003, as amended, which regulates the public offerings of securities in the primary and secondary market.

1.14.“IPE”: CVM‘s Periodic and Eventual Information System.

1.15.“Technical or Advisory Bodies”: the Company‘s bodies created or to be created by statutory or regulatory provision, with technical functions or created to advise the Administrators;

1.16.“Blackout Periods”: refer to the periods envisaged in Clause 3.2.1 hereof, during which the Persons Subject to the Policy are forbidden to operate with the shares issued by the Company, except if in accordance with the rules envisaged herein.

1.17.“Related Parties”: refers to parties who are linked to the Company‘s Administrators, Fiscal Council members, members of its Technical or Advisory Bodies, Employees and Executive Officers: (i) spouse from whom they are not legally separated; (ii) common-law spouse; (iii) any dependent included in the annual individual income tax return; and (iv) companies directly or indirectly controlled by the Administrators, Fiscal Council members and members of the Company‘s Technical or Advisory Bodies, or the persons defined in items (i), (ii) and (iii) above.

1.18.“Persons Subject to the Policy”: refers to the persons listed in Clause 2.2 hereof.

1.19.“Policy” or “Trading Policy”: this Securities Trading Policy.

1.20.“Disclosure Policy”: refers to the Material Information Disclosure and Confidentiality Policy, approved by the Company‘s Board of Directors at the meeting held on September 25, 2008, in accordance with Instruction 358.

1.21.“Affiliated Companies”: companies over whose management the Company has significant influence without controlling them, “significant influence” being understood as the power to take part in decisions concerning the companies‘ financial, commercial and operating policies. Such influence is presumed if the Company retains a direct or indirect interest of ten percent (10%) or more of the voting capital.

1.22.“Subsidiaries”: companies directly or indirectly controlled by the Company, “control” being understood as the effective power used to manage corporate activities and guide the functioning of the bodies of said company, directly or indirectly, in fact or in law. There is relative presumption of control ownership in relation to the person or group of persons bound by a shareholders‘ agreement or under joint control holding shares which have guaranteed an absolute majority of votes of the shareholders present at the company‘s last three meetings, even if not the holder of shares that guarantee the absolute majority of the voting capital.

1.23.“Securities”: any shares, debentures, subscription bonuses, subscription receipts or rights, promissory notes, call and put options, indices or derivatives of any type, as well as any other securities or collective investment agreements issued by the Company, which are legally deemed to be securities.

1.24. “Declaration of Compliance”: is the document to be signed pursuant to Article 15, paragraph 1, item I and Article 16, paragraph 1 of Instruction 358, as per Exhibit I hereto.

2.1. This Policy has the purpose of regulating the transactions with Securities issued by the Company, establishing the restrictions, conducts and trading policies to be observed by the Persons Subject to the Policy.

2.2. The norms and obligations established by the Policy must be mandatorily complied with by the Persons Subject to the Policy.

(i) the Company itself;
(ii) the Company‘s direct or indirect Controlling Shareholders;
(iii) Administrators;
(iv) Fiscal Council members;
(v) members of the Company‘s Technical and Advisory Bodies; and
(vi) Employees and Executive Officers.

2.2.1.The persons listed in the previous item who are part of the Company‘s Affiliated Companies and Subsidiaries are also Persons Subject to the Policy.

2.3.The Persons Subject to the Policy must sign the respective Declaration of Compliance.

2.3.1.The Company shall maintain at its head offices a record of the persons who sign the Declaration of Compliance, with their respective details, position or function, address and inscription number in the roll of individual (CPF) or corporate (CNPJ) taxpayers of the Ministry of Finance. Whenever there are changes to their information, subscribers of the Declaration of Compliance must immediately communicate these changes to the Company, which will update the record immediately, always maintaining it at disposal of the CVM.

2.3.2.The Declarations of Compliance shall remain filed at the Company‘s headquarters as long as there is any relationship between the signatories and the Company and for at least five (5) years after said signatories have left the Company.

2.4.The Persons Subject to the Policy must make available to the Company all information required in Instruction 358.

3.1. Trading through Accredited Brokers

3.1.1. In order to ensure exemplary standards for trading Securities issued by the Company, all trades by the Persons Subject to the Policy shall be executed through Accredited Brokers.

3.1.2. The Accredited Brokers will be instructed in writing by the Company‘s Investor Relations Officer to refrain from registering transactions by Persons Subject to the Policy in all periods of blackout or restriction on the trading of the Company‘s Securities envisaged herein.

3.1.3. The Accredited Brokers will be appointed by the Company‘s Investor Relations Officer.

3.2. Restrictions to Trading

3.2.1. The trading of Securities by Persons Subject to the Policy in the Blackout Periods is prohibited in the hypothesis listed below:

(i) Whenever any Material Act or Fact related to the Company‘s business occurs, of which the persons mentioned above are aware;
(ii) Whenever there is an intention to promote the incorporation, total or partial spin-off, merger, change of corporate status or reorganization of the Company;
(iii) Whenever there is an ongoing stock option or mandate for the acquisition or sale of Company shares by the Company itself, its Subsidiaries, Affiliated Companies or other companies under joint control;
(iv) Within fifteen (15) days prior to the disclosure or publication of: (a) the Company‘s Quarterly Information (ITR); and (b) the Company‘s Financial Statements (DFP);
(v) in all periods when, in compliance with a written communication by the Company‘s Investor Relations Officer, there is a prohibition of the trading of the Company‘s Securities(“Black-Out Period”); and
(vi) in the context of a public offering of Securities and in accordance with Article 48 of Instruction 400, as of the date when the person became aware of said public offering until the publication of the conclusion of said public offering.

3.2.2. The prohibition provided in sub items (i) and (ii) above shall cease to be in force after the disclosure by the Company of the Material Act or Fact to the market, except if the transaction with the Company‘s shares by the persons mentioned above, after the disclosure of the Material Act or Fact, may interfere with the Company‘s business, to the detriment of the Company itself of its shareholders.

3.2.3. The prohibition envisaged in sub item (iii) above will only be valid on the date when the Company itself trades or informs the Accredited Broker that it will trade its securities.

3.2.4. The Persons Subject to the Policy will be able to the trade Securities during the Blackout Periods as long as their transactions are conducted based on an Individual Investment Plan, prepared as provided for in item 3.4 hereof.

3.2.5. The Company‘s Investor Relations Officer is not obliged to substantiate the decision to determine the”Black-Out Period“, which will be treated as confidential by its addressees.

3.3. Restriction to Trading applicable to Former Administrators

3.3.1. The Administrators who withdraw from the Company before the public disclosure of business, Material Act or Fact which began during their management period will not be allowed to trade Company Securities:

(i) for the period of six months after his/her withdrawal from the Company; or

(ii) until the disclosure, by the Company of the Material Act or Fact to the market, except if the transaction with the Company‘s shares, after the disclosure of the Material Act or Fact, may interfere with the Company‘s business, to the detriment of the Company itself or its shareholders.

3.3.2.Among the alternatives referred to in the sub items above, the event occurring first shall prevail.

3.4.Own Policies – Individual Investment Plans

3.4.1. The Persons Subject to the Policy above will be entitled to indicate in detail their own trading policy (Individual Investment Plan). These persons must strictly comply with this Own Policy.

3.4.2. The Individual Investment Plan will have the minimum duration of six (6) months and shall be filed with the Company within fifteen (15) days prior to the first trade envisaged therein and immediately forwarded to the Investor Relations Officer.

3.4.3. The Individual Investment Plan may allow the acquisition of shares issued by the Company in the Blackout Periods. For this matter, the Individual Investment Plan shall be structured to prevent the use of Privileged Information by the beneficiary of the plan, necessarily establishing:

a) the irrevocable and intractable commitment of the participant to invest previously established values, on the dates envisaged in the plan;

b) the prohibition to adhere to the plan when Material Acts of Facts are pending disclosure to the market, and within fifteen (15) days prior to the disclosure of the ITR and DFP forms;

c) the obligation of extending the acquisition commitment, even after the end of the period originally envisaged for the participant‘s adherence to the plan, while a material fact is pending disclosure to the market, and within fifteen (15) days prior to the disclosure of the ITR and DFP forms;

d) obligation of its participant to reverse to the Company any losses avoided or gains obtained when trading the shares issued by the Company, due to an eventual change in the dates of disclosure of the ITR and DFP forms, calculated based on reasonable criteria established by the plan itself;

e) obligation of its participant to communicate the Investor Relations Department, in accordance with Instruction 358, all the negotiations carried out within up to five (5) days as of their occurrence.

Paragraph 1 – The Company will only be allowed to authorize the filing of Individual Investment Plans if it has approved a schedule establishing specific dates for the disclosure of the ITR and DFP forms.

Paragraph 2 – The Company may establish an Individual Investment Plan regulating the acquisitions object of a share buyback program for share cancellation or maintenance in treasury, as long as the requirements of this Policy, as well as the rules defined by the CVM are complied with, notably CVM Instructions 10/80 and 390/2003.

3.4.4. The Investor Relations Department will maintain a specific and individualized control of all the Individual Investment Plans and will inform the Investor Relations Officer of any case of non-compliance.

3.4.5. The Individual Investment Plan shall not be filed or modified if any Material Acts or Facts of which the interested party is aware are pending disclosure or during the fifteen (15) days prior to the disclosure of the ITR and DFP forms.

3.4.6. The Individual Investment Plan may not be used by the participant to defraud the laws regulating the capital market, notably the rules that forbid the use of Privileged Information. The transactions carried out by Persons Subject to the Policy, during the Blackout Periods, based on the Individual Investment Plan may never be motivated by awareness of privileged information.

3.5. Exceptions to the Restrictions

3.5.1. In addition, negotiations with Securities will be permitted during the Blackout Periods in the hypothesis expressly exempted by the CVM.

3.6. General Provisions Applicable to Trading Prohibitions:

3.6.1. The trading prohibitions and restrictions established in this Policy apply to trades undertaken directly or indirectly by the Persons Subject to the Policy, even when trades by said persons are executed through:

(i) company(ies) controlled thereby;
(ii) third party(ies) with whom they maintain a fiduciary or share or portfolio management agreement;
(iii) Related Parties or any persons who became aware of Privileged or Material Information, through any persons prohibited from trading, who are aware that said information is still pending disclosure to the market; or
(iv) representatives or agents.

3.6.2. Pursuant to Article 20 of CVM Instruction 358 and item 3.6.1 hereof, trades by investment funds whose members are the persons mentioned in the item above are not considered to be indirect trades, providing the following conditions are complied with:

(i) the investment funds are not exclusive; and
(ii) The trading decisions of the administrator of the fund are not subject to be influenced by quota holders.

3.6.3. The trading restrictions established in this Policy also apply to trades undertaken in the stock exchange and over-the-counter markets, either organized or not, as well as trades held without the intermediation of brokers of the distribution system.

4.1. The non-compliance with the terms and provisions of this Policy may lead to disciplinary sanctions to the violator, in accordance with the Company‘s internal regulations and with those included in this section, regardless of any other administrative, civil or legal applicable sanctions.

4.2. The Company‘s Management will examine any possible violation hypotheses. After the Management‘s analysis, the Persons Subject to the Policy will be subject to the sanctions that the Board of Directors decides to apply in accordance with this Policy.

4.3. The Persons Subject to the Policy who have violated the norms established in this Policy may be subject to sanctions, in accordance with the administrative procedure installed by the CVM, and the following penalties provided for in Article 11 of Law 6,385/1976, in addition to the penalties to be imposed as per this Policy, such as:

(i) warning;
(ii) fine;
(iii) suspension of the functions as administrator or member of the fiscal council, the audit committee, of a publicly-held company, of an entity that participates in the distribution system, or of other bodies that require an authorization by or registration with the CVM;
(iv) temporary impediment from occupying positions mentioned in the item above for a maximum of 20 years;
(v) suspension of the authorization or registration for carrying out the activities envisaged in Law 6,385/1976;
(vi) cancellation of the registration or authorization for carrying out the activities envisaged in Law 6,385/1976;
(vii) temporary prohibition, for a maximum of 20 years, on carrying out certain activities or operations with distribution system entities or other entities subject to the authorization by or registration with the CVM; and
(viii) temporary prohibition, for a maximum of 10 years, to carry out, directly or indirectly, one or more types of transaction in the securities market.

4.4 The Persons Subject to the Policy who do not comply with any of the provisions herein will also be obliged to reimburse, fully and without restriction, the Company and/or other Persons Subject to the Policy for all the losses caused to the Company or other Persons Subject to the Policy, directly or indirectly, due to the referred violation.

4.5. Any person who, having adhered to the Policy, becomes aware of any violation to said Policy, must immediately communicate the fact to the Investor Relations Officer and, if applicable, report it to the Management.

5.1. Changes to the Trading Policy

5.1.1. The Trading Policy may not be changed when Material Acts of Facts are pending disclosure.

5.1.2. Any change to the Trading Policy must be communicated, via the IPE system, to the CVM and, if applicable, to the Stock Exchanges and the organized over-the-counter entities where the Securities are admitted for trading, said communication being accompanied of a copy of the resolution and the full content of the documents that regulate and integrate said policies.

5.1.3. The Company‘s Investor Relations Officer is the person responsible for implementing and monitoring the Company‘s Trading and Disclosure Policies.

5.1.4. The provisions established in this Policy do not eliminate the liability of third-parties not directly linked to the Company who are aware of any Material Act or Fact.

5.1.5. All persons subject to this Policy shall base their conduct on good faith, sincerity and honesty and the general principles established herein.

5.1.6. The Trading Policy complements the Company‘s Disclosure Policy and, jointly with the present document, shall be applied and/or complied with, as applicable, by the Persons Subject to the Policy below in a harmonious manner, in order to ensure that the disclosure of information on the Company is correct, complete, continuous and developed through the administrators in charge of this function, as provided for in the Trading and Disclosure Policies and the legislation in force, in accordance with the principles defined above.

Declaration of Compliance to the Trading Policy of Alupar Investimento S.A