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.