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Securities Trading Policy

1.1. 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 358/2002 and in the Disclosure Policy for Material Acts or Facts.

1.2. Insider Information – Any Material Fact that has not yet been disclosed to the investing public.

1.3. Related Persons – Are considered persons who have links to the Company:

  • 1.3.1. the Company;

  • 1.3.2. controlling shareholders of the Company, or a shareholder holding less than 50% (fifty percent) of the share capital bound by a shareholders' agreement or that is under common control, exercising the Power of Control;

  • 1.3.3. group of shareholders that is not signatory to a voting agreement and is not under common control and does not act representing a common interest, that exercise the Power of Control, or a shareholder or group of shareholders that does not exercise Power of Control, but that indicates member of the Board of Directors or member of the Fiscal Council), direct and indirect;

  • 1.3.4. members of the Executive Board;

  • 1.3.5. members of the Board of Directors;

  • 1.3.6. members of the Fiscal Council;

  • 1.3.7. members of any other bodies with technical or advisory functions created by statutory provision, managers and employees;

  • 1.3.8. service providers and whomever has knowledge and/or access to Material Information, especially those who have a commercial, professional or trust relationship with the Company, such as:

    • independent auditors;

    • securities analysts;

    • consultants;

    • institutions that are part of the distribution system;

    • others who (i) have expressly adhered to this Trading Policy; (ii) the Company considers it necessary or convenient or that (iii) those who by virtue of their position, function or relationship with the Company, have access to any Privileged Information.

1.4. Power of Control – Means the power effectively used to direct business activities and orient the operation of the Company's bodies, directly or indirectly, in fact or in law.

1.5. Associated Companies – Companies in which the Company holds 10% (ten percent) or more of the capital stock, without controlling them.

1.6. Controlled Companies – Companies in which the Company, directly or indirectly, holds shareholder rights that ensure its power of control.

1.7. Term of Adhesion – It is the formal agreement 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 its influence, including subsidiaries, affiliates or under common control, spouses and dependents, direct or indirect.

1.8. Securities - Any shares, debentures, subscription bonds, receipts (including those issued outside of Brazil with shares) and subscription rights, promissory notes, call or put options, indices and derivatives of any kind, or any other securities or collective investment contracts issued by the Company, or referenced to them that, by legal determination, are considered securities.

2.1. The purpose of this Trading Policy is to clarify the rules that must be observed by Related Persons and by the Company, in order to prevent and punish the use of Privileged Information for the benefit of Related Persons in trading transactions of Securities issued by the Company and to enunciate the guidelines which will govern, in an orderly manner and within the limits established by law, the trading of such Securities, under the terms of CVM Instruction 358/02 and the Company's internal policies.

2.2. Such rules also seek to curb the practice of insider trading (improper use for own or third parties' benefit of Insider Information) and tipping (Insider tips for third parties to benefit from), preserving transparency with regard to the Company's stock trading.

2.3. The rules of this Trading Policy define periods in which Related Persons must refrain from trading Securities issued by the Company, in order to avoid questioning regarding the improper use of Material Information not disclosed to the public.

2.4. In addition to the Related Persons, the rules of this Trading Policy also apply to cases in which the negotiations by the Related Persons take place indirectly for their own benefit, directly and/or indirectly, using, for example, (a) a company controlled by them, directly or indirectly; (b) third parties with whom a management, trust, administration of financial assets investment portfolio is maintained; (c) proxies or agents; and/or (d) spouses from whom they are not legally separated, partners and any dependents included in their annual income tax return. Indirect negotiations are understood as those in which Related Persons, despite not conducting them on their behalf, have control and decision-making power over the conduct of the negotiation.

3.1. Adherence to this Trading Policy is mandatory, through the signing the Term of Adhesion (in accordance with Annex I) by all Related Persons.

3.2. The list of people who adhered to this Trading Policy will be maintained by the Company, and made available to the CVM.

4.1. Pursuant to CVM Instruction 358/02, trading, providing advice or investment assistance, by the Company itself or by Related Persons, of Securities issued by the Company is prohibited, from the date they become aware of a Material Act or Fact until its disclosure to the market (see Material Disclosure Policy or Material Fact available on the Investor Relations website), as well as if there is an intention to promote the incorporation, total or partial spin-off, merger, transformation or corporate reorganization.

4.2. The Company and Related Persons must refrain from trading their Securities issued by the Company in all periods in which the Investor Relations Officer has determined the ban on trading, requiring prior authorization from the Chairman of the Company's Board of Directors. The Investor Relations Officer is not obliged to substantiate the decision to determine the blocking period, which will be treated confidentially by its recipients.

4.3. Related Persons must ensure that their business contacts and those with whom they have a business, professional or trust relationship do not trade in the Company's Securities when they have access to Insider Information. To that end, Related Persons will use their best efforts so that everyone who accesses Insider Information shall sign the appropriate Term of Adhesion for the Trading Policy.

4.4. In the context of a public offer for the distribution of Securities and pursuant to article 48 of CVM Instruction 400/03, Related Persons shall refrain from trading, from the date on which they became aware of such public offer until publication the announcement of the closing of distribution, Securities issued by the Company.

4.5. Related Persons must refrain from trading in Securities issued by the Company, regardless of the determination of the Investor Relations Officer: (a) within the period of 15 (fifteen) consecutive days prior to the disclosure of quarterly (ITR) and annual (DFP) information and IAN), and the Investor Relations Department is responsible for informing Related Persons in advance of the dates foreseen for disclosing this information; (b) between the date of the decision of the competent body to increase the share capital, distribute dividends and pay interest on own capital, and the publication of the respective notices or announcements and (c) from the moment they have access to information on the intention of the Company or the controlling shareholders of the Company to: (i) modify the Company's capital stock through subscription of shares; (ii) approve a program for the acquisition or disposal of shares issued by the Company by the Company itself; or (iii) distribute dividends or interest on shareholders' equity, stock dividends or derivatives or splits; and the publication of the respective notices and/or announcements or newsletters.

4.6. The managers, members of the fiscal council and any statutory bodies with technical or advisory functions of the Company, as well as its subsidiaries and affiliates, may acquire the shares issued by the Company, in accordance with the investment plan approved by the Company in the period of 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual (IAN and DFP) information required by CVM provided that:
I - the Company has approved a schedule defining specific dates for disclosure of the ITR and DFP forms; and
II - the investment plan establishes: (a) the irrevocable and irreversible commitment of its participants to invest previously established amounts, on the dates provided for therein; (b) the impossibility of adhering to the plan pending a material fact not disclosed to the market, and during the 15 (fifteen) days that precede the disclosure of the ITR and DFP forms; (c) the obligation to extend the purchase commitment, even after the end of the period originally planned for linking the participant to the plan, pending a material fact not disclosed to the market, and for the 15 (fifteen) days prior to the disclosure of the ITR and DFP forms; and (d) the obligation of its participants to revert to the Company any losses avoided or gains obtained in negotiations with shares issued by the Company, resulting from any change in the disclosure dates of the ITR and DFP forms, determined through reasonable criteria defined in the plan itself.

4.7. Related Persons who leave the Company prior to the disclosure of a Material Act or Fact originating during their term of office may not trade Securities of the Company: (i) for a period of 6 (six) months after their removal; or (ii) from the date they became aware of a Material Act or Fact until the date of its disclosure to the market by the Company.

4.8. If any agreement or contract has been entered into to transfer the respective share control, or if an option or mandate has been granted for the same purpose, as well as if there is an intention to promote incorporation, total or partial spin-off, merger, transformation or corporate reorganization, and as long as the transaction is not made public through the publication of a material fact, the Company's Board of Directors will not be able to deliberate a resolution on the acquisition or sale of own shares.

4.9. The prohibitions on the trading of the Company's Securities will cease to be in force as soon as the Company discloses the applicable Material Act or Fact to the market. However, such prohibitions will be maintained, even after the disclosure of the Material Act or Fact, in the event that any trades of Securities by Related Persons may interfere, to the detriment of the Company or its shareholders, with the act or fact associated with the Material Act or Fact.

4.10. Even after its disclosure to the market, the Material Act or Fact must continue to be treated as not having been disclosed until the minimum period of time has elapsed for market participants to have received and processed the Material Act or Fact, as well as if the trading may, at the discretion of the Company, interfere with its stock trading conditions in a way that results in losses to the Company itself or to its shareholders, and such additional restriction must be informed by the Investor Relations Department.

5.1. Pursuant to CVM Instruction 358/02, Related Persons may trade Securities issued by the Company, in compliance with the provisions of item 4 above, provided that such negotiations meet at least one of these characteristics: (i) acquisition of treasury shares, through private negotiation, resulting from the exercise of the purchase option in accordance with the stock option plan approved by the Company and eventual buy-backs by the Company, also through private negotiations; or (ii) application of variable compensation, received as profit sharing, in the acquisition of Securities.

5.2. The individual investment programs will have a minimum duration of 6 (six) months and must be filed with the Investor Relations Department. The individual investment program may neither be filed nor modified pending a Material Act or Fact of which the interested party is aware.

5.3. The aforementioned individual programs will only be approved by the Company if their content prevents the use of Privileged Information for their benefit, directly or indirectly, and must therefore be prepared in such a way that the decision to buy or sell cannot be taken after becoming cognizant of the information, with the person holding the individual investment programs abstaining from exercising influence over the operation pending an undisclosed Material Fact.

5.4. The individual investment programs must incorporate the nature of the scheduled operations, both for purchase and sale, as well as the dates, quantities and prices or a predetermined criterion for the definition of these elements, which must be compatible with the provisions contained in this Trading Policy.

5.5. Related Persons must communicate to the Stock Exchanges their individual investment programs, if they have them, as well as subsequent changes or non-compliance with such plans.

5.6. The prohibitions mentioned in this Trading Policy do not apply to trades carried out by investment funds of which Related Persons are quota holders, as long as they are not exclusive investment funds or investment funds whose trading decisions by the administrator or portfolio manager are influenced by the Related Persons.

6.1. The Related Persons responsible for non-compliance with any provisions of this Trading Policy undertake to reimburse the Company and/or other Related Persons, in full and without limitation, for all losses that the Company and/or other Related Persons may incur and that may arise, directly or indirectly, from such non-compliance, independent of and without prejudice to the CVM's applicable sanctions.

7.1. The provisions of this Trading Policy do not eliminate the liability of third parties not directly linked to the Company who have access to a Material Act or Fact.

8.1. The Related Persons and the Company's employees are required to keep the confidentiality of the information related to a material act or fact to which they have privileged access due to the position or function they occupy until its disclosure to the market, as well as ensure that subordinates and third parties they trust also do so, responding jointly to them in the event of non-compliance.

9.1. This Trading Policy will come into force upon its approval by the Board of Directors, and will remain in force for an indefinite period, until there is a resolution to the contrary. Any changes to the Trading Policy must be approved by the Board of Directors, as well as sent to the CVM and the Stock Exchange.

9.2. The Trading Policy cannot be changed pending the disclosure of a Material Act or Fact.

9.3. Any violation of the provisions of this Trading Policy will be subject to the procedures and penalties provided for by law, in addition to liability for losses and damages caused to the Company and/or third parties.

9.4. The unauthorized disclosure of Privileged Information and that has not been publicly disclosed about the Company is harmful to the Company and is strictly prohibited.

9.5. Related Persons, and those who come to acquire this condition, must not only sign the Term of Adhesion in accordance with Annex I, but also sign the Declaration whose model appears in Annex II in the case of trades that alter their shareholding percentage, and must forward them to the Investor Relations Officer.

9.6. The Company may establish non-trading blackout periods in Company Securities in addition to those provided for in the Trading Policy, and must immediately notify the Related Persons.

9.7. Trading in Securities by Related Persons during periods of restricted trading as called for in the Trading Policy may be exceptionally authorized by the Company's Board of Directors, upon request submitted in writing containing the justification for the need for such trading.

9.8. Any verified violations of this Trading Policy by the Related Persons must be reported immediately to the Company, in the person of the Investor Relations Officer.

Any doubts about the provisions of this Trading Policy must be clarified with the Company's Investor Relations Officer.