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I - DEFINITIONS
1. The terms and the expressions employed in this Policy for the Disclosure of Relevant Information and Confidentiality Code have the following meanings:
Stock Markets - Means the São Paulo Stock Market - BOVESPA - and any other stock market or organized negotiation markets into which the Company holds securities that are admissible for negotiation.
Company - Means the Bombril S.A.
Administrative Board - Means the Administrative Board of Bombril S.A.
Fiscal Board - Means the Fiscal Board of Bombril S.A.
CVM - Means the Securities and Exchange Commission of Brazil.
Investors Relations Director - Means the Company Director who was elected to perform the duties foreseen in the Rules and Regulations of CVM, and who was appointed to follow up and audit the fulfillment of this Disclosure Policy, being responsible for the disclosure of information to the general investors, to the CVM, and to the Stock Market or to organized counter institutions, as well as for the updating of the Company’s registration.
Bylaws - Means the Bylaw of Bombril S.A.
Relevant Information - Means any decision of a controller shareholder; any decision of the General Shareholders Meeting or of the administrative departments of the Company; or any other decision or fact of political-administrative, technical, business or economical-financial nature, which was made or is related to the business of the Company, and that might reasonably influence (i) the quote of the Securities; (ii) the investors’ decision of buying, selling or keeping the Securities; or (iii) the investors decision to exercise any of the rights that are inherent to the status of Securities owners. The relation that exemplifies the situations that might fall under Relevant Information is established in the Article 2nd of the CVM Instruction no 358/2002 and is as follows:
(a) the execution of an agreement or an assignment contract to transfer the shareholders’ control of the Company, even if under a suspension or a resolution contingency;
(b) a change in the control of the Company, including via the execution, the amendment or the rescission of a shareholders’ agreement;
(c) the making and entering, the amendment or the rescission of a shareholders’ agreement into which the Company is either a part or a mediator, or which has been recorded in the proper book of the Company;
(d) the entrance or the exit of a partner who holds a contract or an operational, financial, technological or administrative co-operation with the Company;
(e) the authorization to negotiate the Securities issued by the Company in any market, national or foreigner;
(f) the decision to promote the cancellation of the Company’s registration for Public Trading;
(g) the incorporation, the merge or the division that involves the Company or related companies;
(h) the alteration or the dissolution of the Company;
(i) the change in the composition of the Company’s assets;
(j) the change of the bookkeeping criteria;
(k) the renegotiation of debts;
(l) the approval of the granting plan for shares’ buying option;
(m) the amendment of the rights and advantages of the Securities issued by the Company;
(n) the unfolding or the regrouping of shares or the establishment of bonus;
(o) the purchase of Company’s shares for safekeeping at the secretary of treasury, or the cancellation, and the alienation of the shares thus purchased;
(p) the profit or the losses of the Company and the granting of revenues in cash;
(q) the execution or the rescission of a contract, or the failure to execute such when the expectation of said operationalization is of public domain;
(r) the approval, the amendment or the withdrawing from a project, or the delay in its implementation;
(s) the onset, the recovery or the paralyzation of the manufacturing, or the sales of a product, and of the rendering of a service;
(t) the discovery, the change or the development of a technology or of resources of the Company;
(u) the amendments to projections disclosed by the Company;
(v) the filing for bankruptcy, the request, or the confession of bankruptcy or the proposition of a legal action that might pass to affect the economical-financial status of the Company.
Associated Individuals - Means the Company, the Company’s direct or indirect controller shareholders; the Directors; the members of the administrative board, of the fiscal board, and of any other institution with technical or advisory duties that was created via the Bylaw; managers and employees; controlled partnerships and/or under common control, and respective controller shareholders, members of the administration and of technical or advisory institutions; service rendering and other professionals, who have expressly adhered to the Disclosure Policy being responsible for the compliance with the rules described therein.
Disclosure Policy - Means this Policy for the Disclosure of Relevant Information and Confidentiality Code.
Adherence Form - Means the formal document signed by the Associated Individuals, and recognized by the Company, and into which the Associated Individuals state their acknowledgement of the rules of the Disclosure Policy and undertake the responsibility of following them and oversee said rules are being observed by individuals that might be under their supervision, including controlled companies, co-associated or companies under common control, spouses or dependents, directly or indirectly.
Securities - Means the shares, debentures, subscription bonuses, receipts and subscription rights and promissory notes issued by the Company and referenced derivatives of any one of these Securities.
II - ADHERENCE
2. The Adherence Form to this Disclosure Policy shall be signed by controller shareholders of the Company; the Directors; the members of the Administrative Board, the Fiscal Board and of any other technical or advisory institution that was created by Bylaw stipulation; and by whomever, that as a result of the position or the duties in the Company and the Company’s controlled, holds knowledge of Relevant Information, and they shall become, for the purposes herein, an Associated Individual.
3. The Company shall hold in the Company’s headquarters the list of Associated Individuals and their respective qualifications, indicating their position or duties, address, enrollment number of the Taxpayer Identification and/or the National Directory for Businesses Entities, updating it whenever there is an alteration.
III - OBJECTIVE
4. The objective of this Disclosure Policy is to establish the rules that shall be observed by the Investors Relation Director and remaining Associated Individuals regarding the disclosure of Relevant Information, the confidentiality code regarding the Relevant Information, which has not yet been disclosed to the general public, and the rules regarding the negotiation of the Company’s shares. The Company’s Disclosure Policy was implemented based upon the Instruction CVM no 358/2002, with wording as per the Instruction CVM no 369/2002.
5. Any questions regarding the stipulations of this Disclosure Policy, the applicable rules and regulations issued by CVM and/or the need to disclosure or not the information to the public shall be clarified with the Investors Relation Director of the Company.
IV - DUTIES AND RESPONSIBILITIES
6. The Investors Relations Director is the responsible for the disclosure of Relevant Information, though the remaining administrators shall jointly be liable should there be a breach of the rules regarding this disclosure.
7. The Investors Relations Director of the Company, in addition to the responsibilities foreseen in the applicable law or established by the CVM, by the Bylaw or by the Administrative Board of the Company, is responsible for the following:
(a) disclose and communicate to the CVM and to the Stock Markets, immediately following cognizance, observing the specific applicable rules in each instance, any relevant act or fact occurred or related to the business of the Company, which might be construed as Relevant Information;
(b) supervise the ample and immediate propagation of the Relevant Information at the Stock Markets and at all markets into which the Company holds Securities that are admissible for negotiation, as well as with the general investors;
(c) provide additional clarifications to the disclosure of acts or facts to competent institutions, whenever required.
8. The communication of Relevant Information to CVM and to the Stock Markets shall be immediately executed, respecting the specific applicable rules for each instance, by a written document minutely detailing the transpired acts and/or facts indicating, whenever feasible, the amounts involved and additional clarifications.
9. The Relevant Information shall be disclosed to the public via an ad published in the newspapers utilized by the Company, and said ad might encompass the summary description of the Relevant Information.
10. Whenever a Relevant Information is published in any communication means, including via disclosure to the press or during meetings with the unions, investors, analysts or with a selected audience, in this Country or abroad, the Relevant Information shall be simultaneously disclosed to the CVM, to the Stock Markets and to the public.
11. Any Associated Individual who detains knowledge of acts or fact that might be construed as Relevant Information shall immediately communicate same to the Investors Relation Director, in writing.
12. Associated Individuals who have knowledge of Relevant Information shall follow up the Relevant Information, jointly with the Investors Relations Director, to ascertain the disclosure of the Relevant Information to the CVM, to the Stock Markets and to general investors.
13. The Relevant Information shall be disclosed, preferably, before the start up or after the closure of business at the Stock Markets. Should the Stock Markets not be operating simultaneously, the disclosure shall observe the operating hours of the Brazilian Stock Markets.
V - SHAREHOLDING STATUS
Communication to the Company
14. To yield defense against eventual accusations of share negotiations based upon privileged information, the Directors and the members of the Administration Board, of the Fiscal Board and of the Company’s institutions with technical or advisory duties shall communicate the following, in writing, to the Investors Relation Director and, via the latter, to the regulatory institutions:
(a) immediately following the engagement into the position, the amount of eventually owned Securities issued at that time by the Company, and by controlled or controller companies, which are open companies, as well as the amount owned by the spouse, unless otherwise separated, actually or legally, and the amount owned by any dependant that was included in the annual Personal Tax Statement;
(b) the variations of the above-mentioned status, within a maximum timeframe of 05 (five) days following the end of the month in which the alteration took place, indicating the balance of the status for the period. Under the terms of the Article 11th of the Instruction CVM 358/2002, the above-mentioned notice shall encompass, at least, the following information:
(i) name and qualification of the reporter, indicating the enrollment number at the National Directory for Business Entities (CNPJ/MF) or in the Taxpayers Identification (CPF);
(ii) amount, per kind and class, in the instances of shares, and remaining characteristics in the instances of Securities in addition to the identification of the broker; and
(iii) fashion, price, and date of the transactions.
(c) based on the data it is the Investors Relation Director responsibility to forward said information to the CVM via the individual and the consolidated forms (Article 11th of the Instruction CVM no 358/2002) within a 10 (ten) day’s timeframe following the end of each month.
(d) for the purpose of releasing the notices foreseen in this item to CVM, the Investors Relation Director shall construe the lack of notice, within the established timeframe, regarding the respective negotiations with Securities issued by the Company as non-existing thus maintaining the status indicated for the immediately previous period..
Restrictions regarding the negotiation of securities
15. To eliminate responsibilities, the following restrictions shall apply to the individuals referred to in this Policy:
(a) Refrain from negotiating the Securities while the privileged Relevant Information, to which they have access, is not disclosure to the general investors;
(b) Refrain from suggesting, or in any fashion recommending that anyone buy, sell or keep the Securities, if the privileged Relevant Information, to which they have access, might influence the process of making any of these decisions;
(c) Refrain from negotiating the Securities within the following periods:
(i) for 24 (twenty four) hours following the disclosure to the public of the Relevant Information;
(ii) within the 15 (fifteen) days prior to the disclosure of the quarterly information (ITR) and annual (DFP and IAN) information of the Company;
(iii) within the period of time between the decision made by the competent social institution regarding the increase or the reduction of the Company’s social capital, the distribution of dividends or of bonuses via shares or the issuing of other Securities, and the publication of the respective Summons, announcements or relevant facts;
(d) Refrain, for the timeframe of 6 (six) months following the withdrawn from the administration of the Company, from negotiating the Securities before the disclosure to the public of a business or a fact that was initiated during the respective management term;
(e) Consult with the Investors Relations Director before conducting any operation aimed towards the Securities to verify if there are ongoing relevant facts/acts, which have not yet been disclosure;
16. The Associated Individuals shall oversee that their reliable subordinates and third parties observe the above-mentioned responsibilities as otherwise the Associated Individuals might jointly be liable should there be a breach.
VI - EXCEPTION TO THE IMMEDIATE DISCLOSURE OF RELEVANT INFORMATION
17. The acts or the facts, which might constitute a Relevant Information, might not be disclosed should such disclosure place a legitimate interest of the Company at risk.
18. The Company might consider the submission to the CVM of the disclosure to the public of a Relevant Information that might place at risk a legitimate interest of the Company.
19. Whenever the not yet disclosed Relevant Information becomes known by individuals, other than the individuals who have originally acknowledge and/or decided to deem the Relevant Information as confidential; or should there be an atypical variation of the quoting, the price or the amount of the Securities negotiated, the Investors Relation Director shall avail, immediately, the Relevant Information to CVM, the Stock Markets and the public.
VII - CONFIDENTIALITY CODE REGARDING THE RELEVANT INFORMATION
20. The Associated Individuals ought to keep confidential the Relevant Information that has not yet been disclosed, and to which they might have access as a result of the duties or the position they hold, up to the disclosure of said Relevant Information to the public, as well as oversee that their reliable subordinates and third parties jointly follow suit.
21. Even following the disclosure to the public, the Relevant Information shall be construed as not having been disclosed until a reasonable period of time has elapsed so the participants of the market might receive and process the Relevant Information.
22. The Associated Individuals shall not converse about Relevant Information in public settings. Likewise, the Associated Individuals shall only deal with such matters related to the Relevant Information with the individuals who need to know the Relevant Information.
23. Any breaches to this Disclosure Policy that are assessed by Associated Individuals shall be immediately communicated to the Company, via the Investors Relation Director.
24. The employment of Relevant Information to secure advantages, to oneself or to others, via negotiations with Securities is ethically reproachable and legally barred subjecting the involved ones to the payment of fees and indemnities in addition to eventual legal actions.
25. Should the Associated Individuals verify that a Relevant Information, which has not yet been disclosed to the public, is recognized by individuals other than the individuals who have originally acknowledge and/or decided to deem the Relevant Information as confidential or should there be an atypical variation of the quoting, the price or the amount of the Securities negotiated, such facts shall be immediately communicated to the Company via the Investors Relation Director.
VIII - THE BREACHES AND THE RESPONSIBILITY TO INDEMNIFY
26. The breaches of the stipulations herein shall yield to the following actions by the Administration of the Company:
(a) The summoning of a General Shareholders Meeting to decide on the proposition of a responsibility action against the administrator, whenever applicable;
(b) The proposition of an indemnity action for the damages caused to the Company;
(c) The denouncement of the responsible party to CVM;
27. The Associated Individuals who are deemed responsible for the breach of any stipulation in the Disclosure Policy shall be responsible for reimbursing, integrally and without limitations, the Company and/or other Associated Individuals of all the losses that might be incurred and that, directly or indirectly, arise out of said breach.
IX - AMENDMENT
28. This Policy might be amended, at any time, should the rules and the regulations governing the Stock Markets so require.
29. Any amendments to this Disclosure Policy shall mandatorily be communicated to the CVM and to the Stock Markets. The communication shall be accompanied by a copy of the decision and the whole text of the documents, which rule and are a part of said decision.
30. The Disclosure Policy shall not be amended should a pending relevant act or a fact have not yet been disclosed to the public.
X - TERM
31. This Disclosure Policy shall be in effect on the date of its approval by the Administrative Board and shall remain in effect for an undetermined period of time until otherwise decided by the Administrative Board.
XI - ADHERENCE FORM
32. The Associated Individuals shall formally adhere to the terms of this Policy. The non-adherence of a certain Associated Individual shall not exempt said individual from the responsibilities under the current legislation and the rules and regulations, mainly regarding the terms of the normative acts that rule said legislation and the rules and regulations.
33. During the term of the relation between the individual and the Company the adherence form shall remain filed at the Company’s headquarters, and following the individual’s withdrawn for additional 5 (five) years thereafter.
34. The Company shall hold at the Company’s headquarter, available to CVM, the list of Associated Individuals and their respective qualifications, indicating their position or their duties, the address and number of the Taxpayers Identification, or the National Directory of Businesses Entities (CNPJ) no, updating said list immediately upon any alterations.