1. The definitions used in this Disclosure Policy have the meanings assigned to them in the Definitions Applicable to the Disclosure Policy, which is part of this document as Annex A.
2. Signees of the Term of Adhesion, according to Appendix B to this Disclosure Policy, are Related Persons, pursuant to the purposes set forth herein, and include the Bank's controlling shareholders and the persons indicated by them to access the Bank's information, its executive officers, members the board of directors, the fiscal council and any bodies with technical or advisory functions, created by statutory provision, managers and employees of the Bank who have frequent access to Material Information and others that the Bank deems necessary or convenient.
3. The Bank will maintain at its headquarters the list of Related Persons and their respective qualifications, indicating position or function, address and registration number of the National Registry of Individuals and/or Legal Entities, updating it whenever there is any change.
4. The purpose of this Disclosure Policy is to establish the rules that must be observed by the Bank's Investor Relations Officer and other Related Persons with respect to the disclosure of Material Information and the maintenance of confidentiality about Material Information that has not yet been released to the public. This Disclosure Policy was prepared pursuant to CVM Instruction 358.
5. Any doubts about the provisions of this Disclosure Policy, the applicable regulations issued by the CVM and/or the need to disclose certain information to the public or not, should be clarified with the Investor Relations Officer or with a person designated by him.
6. The Bank's Investor Relations Officer is responsible for:
Disclosing and communicating to the CVM, BOVESPA and the Stock Exchanges, immediately after being informed, any important act or fact occurred or related to the Bank's business that is considered Material Information;
Ensure the wide and immediate dissemination of Material Information simultaneously on the Stock Exchanges and in all markets in which the Bank has Securities admitted to trading, observing the applicable rules, as well as to the investing public in general.
7. The communication of Material Information to the CVM and the Stock Exchanges must be made immediately by means of a written document, describing in detail the acts and/or facts occurred, indicating, whenever possible, the amounts involved and other clarifications.
8. The Material Information must be disclosed to the public by means of an advertisement published in the newspapers used by the Bank, and the announcement may contain a brief description of the Material Information, provided that it indicates an internet address where the full description of the Material Information is available, in content at least identical to the text sent to the CVM and the Stock Exchanges.
9. Whenever Material Information is conveyed by any means of communication, including information to the press or at meetings of professional entities, investors, analysts or with a select audience, in the country or abroad, the Material Information will be disclosed simultaneously to the CVM, at Stock Exchanges and the investing public in general.
10. Any Related Person who is aware of acts or facts that may constitute Material Information must immediately communicate them to the Investor Relations Officer.
11. The Related Persons who have knowledge of Material Information, whenever they certify an omission of the disclosure of such Material Information, characterized by having been in omission after 3 (three) business days subsequent to the proven receipt of a written communication addressed to the Investor Relations Officer, must communicate the Material Information directly to the CVM.
12. The Material Information preferably should be disclosed before the start or after the closing of trading on the Stock Exchanges. If the Stock Exchanges are not operating simultaneously, the disclosure will be made observing the opening hours of the Stock Exchanges located in Brazil.
13. The acts or facts that constitute Material Information may not need to be disclosed if such disclosure could put the Bank's legitimate interests at risk.
14. The Bank may decide to submit to the CVM for consideration a question regarding the disclosure of Material Information to the public that could put the Bank's legitimate interests at risk.
15. Whenever Material Information not yet disclosed to the public becomes known to people other than those who (i) were originally aware; and/or (ii) decided to keep the Material Information confidential, or, if it turns out that there was an atypical fluctuation in the quotation, price or amount traded in the Securities, the Investor Relations Officer must ensure that such Material Information is immediately disclosed to the CVM, the Stock Exchanges and the public.
16. Related Persons must keep confidentiality about Material Information that has not yet been disclosed to which they have access, due to their position or functions, until such Material Information has been disclosed to the public, as well as ensuring that subordinates and third parties of their confidence do so, as well.
17. Even after its disclosure to the public, the Material Information must be considered as not having been disclosed until a reasonable time has passed for market participants to have received and processed such Material Information.
18. Related Persons must not discuss Material Information in public places. Likewise, Related Persons should only deal with matters related to the Material Information with those who need to know about such Material Information.
19. Any verified violations of this Disclosure Policy by Related Persons must be reported immediately to the Bank, in the person of the Investor Relations Officer or someone designated by him/her.
20. If any Related Person discovers that Material Information not yet disclosed to the public has become known to people other than those who (i) were originally aware; and/or (ii) decided to keep the Material Information confidential, or, even, that there was an unusual fluctuation in the quotation, price or quantity traded of the Securities, such facts must be immediately communicated to the Bank, in the person of the Investor Relations Officer or the person designated by him.
Bank - Means Banco Daycoval S.A.
Stock Exchanges - Means the São Paulo Stock Exchange - Bovespa and any other stock exchanges or organized trading markets where the Bank's Securities have been admitted to trading.
"CVM" - Means the Brazilian Securities and Exchange Commission.
Investor Relations Officer - The Bank's executive officer appointed by the Board of Directors to perform the duties provided for pursuant with CVM regulations.
Material Act or Fact - Means any decision of the controlling shareholder, resolution of the General Shareholders Meeting or of the management bodies of the Company or any other act or fact of a political-administrative, technical, business or economic-financial nature that occurred or is related to the Company's businesses, that may significantly influence (i) the price of the Securities; (ii) the decision of investors to buy, sell or keep the Securities; or (iii) in the determination of investors to exercise any rights inherent to the condition of holders of Securities. A list of examples of situations that may constitute a Material Act or Fact can be found in article 2 of CVM Instruction 358.
CVM Instruction 358 - CVM Normative Instruction 358, of January 3, 2002, as amended.
Related Persons - Means the Bank, its controlling shareholders, direct and indirect, and the persons appointed by them to access information from the Bank, directors, members of the Board of Directors, the Fiscal Council and any other bodies with technical or advisory functions created by statutory provision, managers and employees, companies controlled and/or under common control and respective controlling shareholders, members of management and bodies with technical or advisory functions, service providers and other professionals, who have expressly adhered to the Disclosure Policy and are bound by compliance with the rules described therein.
Disclosure Policy - Means the Policy for Disclosure of Material Information and Preservation of Confidentiality.
Term of Adhesion - It is the formal instrument signed by Related Persons and recognized by the Company, through which they express their awareness of the rules contained in this Trading Policy, assuming the obligation to comply with them and ensure that the rules are complied with by persons under their influence, including subsidiaries, affiliates or entities under common control, spouses and dependents, direct or indirect.
Securities - Means shares, debentures, subscription bonuses, receipts and subscription rights, promissory notes issued by the Bank and derivatives referenced to any of these Securities.
Model of Adherence to the Disclosure Policy Relevant Information and Preservation of Confidentiality
I, [name and qualification], [function], have, through this Term, hereby adhere to Banco Daycoval S.A.'s Policy of Disclosure of Material Information and Confidentiality, approved at the Board of Directors' Meeting held on [•] [•] 2007
[Place and Date]