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I.PREAMBLE AND DEFINITIONS
(i) the investor must have immediate access to any Material Facts or Conditions (as defined below);
(ii) the Company has the obligation to disclose each Material Facts or Conditions (as defined below) in an orderly, clear, truthful, fair and sufficient manner;
(iii) the Controlling Shareholders and Managers (as defined below) are obligated to determine the appropriate time and place for the disclosure of material Facts or Conditions, maintaining confidentiality for the benefit of the Company when they believe that the disclosure of Material Facts or Conditions would place the Company’s legitimate interests at risk;
(iv) the CVM Instruction No. 547 of February 5, 2014 amended the provisions of CVM Instruction 358 of January 3, 2002, which reflect the ancient Policy on Disclosure of Information of the Company approved at the Board of Directors held on May 8, 2007;
the Disclousure Policy was approved at a meeting of the Board of Directors of the Company held on August 8, 2014, new wording for the policy of disclosure daCompanhia, which reflects the changes implemented in CVM Instruction 358 of January 3, 2002, as text Consolidated below.
|Controlling Shareholders||the Company’s direct or indirect controlling shareholders.|
|Managers||members of the Board of Directors and the Executive Board, acting on their own behalf or on behalf of the Company.|
|Company||RNI Negócios Imobiliários S.A.|
|Members||members of the Fiscal Council or of any technical or consulting bodies that may be created pursuant to the Company’s Bylaws.|
|CVM||Brazilian Securities and Exchange Commission.|
|Persons Covered by the Policy||Controlling Shareholders, Managers, Members and Bound Holders of Information (as defined below).|
|Bound Holders of Information||any persons, employees of the company or otherwise, who by virtue of their office, function or position in the Company or in the Company’s parent, subsidiary or affiliated companies, or those under common control, have information related to Material Facts or Conditions (as defined below), particularly, persons engaged in areas directly subordinate to the Controlling Shareholders, the Managers and the Members.|
|Material Fact or Condition||any (i) decision of the Controlling Shareholders; (ii) resolution of the General Meeting or the Managers; or (iii) any other fact or condition of political, administrative, technical, business or economic or financial nature occurred or is related to the Company’s business that may significantly influence:
(a) the market price of the securities issued by the Company or other securities backed by them;
(b) investors’ decisions to buy, sell or keep these securities; or
(c) investors’ decisions to exercise any rights or privileges of holders of securities issued by the Company or other securities backed by them.
|Instruction 358||CVM Instruction 358, of January 3, 2002, as alteradapelas instructions CVM 369, of June 11, 2002, No. 449, of March 15, 2007 and No. 547 of February 5, 2014.|
|Disclosure Policy||the Company’s Information Disclosure Policy.|
II.PERSONS OVERED BY THE DISCLOSURE POLICY
All persons covered by the Disclosure Policy must respect its terms.
III. POTENTIAL MATERIAL FACTS ORCONDITIONS
The criterion to establish the materiality of any Material Facts or Conditions is based on its potential to significantly influence an investor’s decision to trade securities of the Company.
IV. EXAMPLES OF MATERIAL FACTS OR CONDITIONS
Instruction 358 contains examples of Material Facts or Conditions without, however, constituting an exhaustive list.
Below is the list of examples of Material Facts or Conditions expressly set forth in Instruction 358. The persons covered by the Disclosure Policy must be aware that (i) the occurrence of any of the examples below does not necessarily constitute a Material Fact or Condition, since, pursuant to Section III. POTENTIALLY MATERIAL FACTS OR CONDITIONS, any occurrence must be capable of significantly influencing the decisions of investors in the Securities, which determines the materiality of the fact or condition; and (ii) the list is merely composed of examples, and does not exhaust or limit the possibilities of occurrence and characterization of a Material Fact or Condition:
(a) the signing of agreements or contracts regarding the transfer of control of the Company, under any conditions;
(b) change in control of the Company, including the execution, amendment or cancellation of shareholders’ agreements;
(c) the entering into, amendment of, or cancellation of shareholders’ agreements of which the Company is a party, or which has been registered in the appropriate books maintained by the Company;
(d) the employment or termination of employment of any officer, director or employee party to any financial, technological or administrative contracts with the Company;
(e) the granting of authorization for the listing of securities issued by the Company in any domestic or foreign market;
(f) any decision regarding the cancellation of the publicly held company register;
(g) any incorporation, merger or spin-off involving the Company or any affiliate or subsidiary;
(h) the transformation or dissolution of the Company; (i) any changes in the Company’s assets; (j) any changes in accounting standards; (k) the refinancing of debts;
(l) the approval of stock options plans;
(m) any changes in the rights and privileges of the holders of securities of the Company;
(n) any stock splits or classification of shares or distribution of dividends;
(o) any buy back of the Company’s shares for the purpose of increasing treasury stock or cancellation, as well as the selling of shares so acquired;
(p) any adjustment to the amount of the Company’s profits or losses or the distribution of dividends;
(q) the entering into or termination of contracts, or failure to close a deal, when the expectation for such is publicly known;
(r) a project’s approval, alteration or abandonment, as well as a delay in its implementation;
(s) any starting, retaking or suspending of the manufacturing or commercialization of products or of services rendered;
(t) any discoveries, changes or developments regarding technology or the Company’s resources;
(u) any modification of projections disclosed by the Company; and
(v) any filing of petition for reorganization or request for judicial or extrajudicial recovery, bankruptcy or any lawsuit which may alter the Company’s economic or financial situation.
Persons covered by the Disclosure Policy must maintain the confidentiality of any Material Fact or Condition about the Company’s businesses not yet disclosed to the market.
Until a Material Fact or Condition is disclosed, the persons covered by the Disclosure Policy may only disclose it when necessary for the development of business, and only under confidentiality terms and ensuring that all parties that have access to such information acknowledge its confidential nature and its limited form of disclosure. Pursuant to the Disclosure Policy and to article 8 of Instruction 358, joint and several liability will be determined in cases of non-compliance with the duty to maintain confidentiality by subordinates or third parties related to the persons covered by the
Disclosure Policy who are subordinates, or are otherwise qualified for the placement of such trust with such third party.
VI.PROCEDURES RELATED TO THE MAINTENANCE OF CONFIDENTIALITY
Persons covered by the Disclosure Policy must take various precautions to keep information on undisclosed confidential Material Facts or Conditions.
When dealing with confidential or potentially material information, pursuant to Section III. POTENTIAL MATERIAL FACTS OR CONDITIONS, not yet publicly disclosed, persons covered by this policy must:
(a) immediately report to the Investor Relations Officer, in compliance with the provisions of Section X. MAINTENANCE OF CONFIDENTIALITY FOR THE BENEFIT OF THE COMPANY, such potentially material information;
(b) ensure that all documentation related to the information include a warning about confidentiality and/or restriction of access, and that all related mail, whether conventional or electronic, is only sent to persons in positions of trust who are aware that the information provided is confidential. The Company’s standards regarding the security of its electronic mail must also be observed; (c) send a report to the Investor Relations Officer containing the name, position and function of all those who have access to the information, to the best of their knowledge, and (d) immediately notify the Investor Relations Officer about any suspected or actual leak of the information outside of its specific restricted circulation.
VII. DIRECT LIABILITY FOR THE DISCLOSURE OF MATERIAL FACTS OR CONDITIONS
The Investor Relations Officer has direct liability for the disclosure of a Material Fact or Condition.
The Investor Relations Officer is liable for public disclosure of any Material Fact or Condition that becomes known, immediately disclosing it and notifying the CVM and the market(s) in which the trading of securities of the Company is allowed, complying with the provisions of Section X. MAINTENANCE OF CONFIDENTIALITY FOR THE BENEFIT OF THE COMPANY.
VIII. SECONDARY LIABILITY FOR THE DISCLOSURE OF MATERIAL FACTS OR CONDITIONS
Persons covered by the Disclosure Policy with personal knowledge of Material Facts or Conditions that should already have been disclosed have joint and several liability.
In compliance with the procedure set forth in item (a) of Section VI. PROCEDURES RELATED TO THE MAINTENANCE OF CONFIDENTIALITY and, if any of the Controlling Shareholders, Managers or Officers become aware of any omission in relation to the disclosure of a Material Fact or Condition by the Investor Relations Officer, such Controlling Shareholder, Manager or Officer must immediately notify the other members of the Company’s Executive Board, so that they can decide on disclosing the matter in question. The Executive Board must make their decision known, immediately and in written form, to the person who notified them about the material fact.
IX. METHODS OF DISCLOUSURE
Material acts or facts will be disclosed through an announcement in the Estadão online news portal, which has a section available for free access of the entire content at http://economia.estadao.com.br/fatos-relevantes.
In view of the approval of this new disclosure policy by the board of directors of the Company on August 8, 2014, the channel for the disclosure of material act or fact may be changed only by: (1) updating the Company’s registration form to include the new method of disclosure of material act or fact; and (2) announcement of change in the communication channel for the disclosure of material act or fact used until then by the Company to disclose its material acts or facts.
In addition to the disclosure in the online news portal mentioned above, announcements of material acts or facts will also be disclosed in the Investor Relations website of the Company (www.rni.com.br/ri) and the electronic system available on the website of the Securities and Exchange Commission of Brazil - CVM (www.cvm.gov.br).
The Investor Relations Officer may determine additional disclosure of the announcement of material act or fact through its publication in widely circulated newspapers normally used by the Company. Said publication could be in a summarized form provided it indicates the Internet address where the full content - identical to that submitted to the CVM and the stock exchange in which the Company’s securities are traded - will be available.
X. EXTRAORDINARY SITUATIONS
Addressees who have personal knowledge of undisclosed material act or fact must be alert to atypical fluctuations in the stock price.
Whenever there are any atypical fluctuations in the price or trading volume of securities issued by the Company, the Investor Relations Officer must investigate internally the people who have access to material information to determine whether they are aware of the matter that must be disclosed to the market. Addressees who have personal knowledge of a material act or fact must pay attention to any atypical fluctuations in the price of securities issued by the Company and report to the Investor Relations Officer the information required for the correct understanding so that, by itself, the information justifies the disclosure under CVM Instruction 358.
XI. MAINTENANCE OF CONFIDENTIALITY FOR THE BENEFIT OF THE COMPANY
Material Facts or Conditions must be immediately disclosed, except when nondisclosure is necessary to protect the Company’s legitimate interests.
The Material Fact or Condition may not be disclosed when the Controlling Shareholders or the Managers believe its disclosure may put the Company’s legitimate interests at risk, in accordance with the following:
(a) the Controlling Shareholders or the Managers who decide to maintain confidentiality for the benefit of the Company shall immediately and formally notify the Investor Relations Officer that the Material Fact or Condition is being kept confidential, providing information they believe to be necessary for its correct interpretation, so that such information can be occasionally disclosed pursuant to Instruction 358;
(b) the Investor Relations Officer and, in addition, the other Managers or Controlling Shareholders of the Company - upon simultaneous notification to the Investor Relations Officer - can request the CVM to decide on the matter of confidentiality, forwarding it in a sealed and registered envelope containing a warning about its confidential nature, sent to the President of the CVM. If it is decided to disclose the Material Fact or Condition to the market, then they shall also inform the stock exchange and the body responsible for the over-the-counter market in which the securities are traded;
(c) if the confidentiality of the Material Fact or Condition is maintained, and if there are situations covered by section IX. CHANGES IN SHARE PRICES, or when the situation is no longer under the control of the persons covered by the Disclosure Policy, the Investor Relations Officer must be immediately informed and must adopt the procedures stipulated in item (b) above or immediately disclose the Material Fact or Condition in question. This will not exempt the liability of the Controlling Shareholders and Managers for disclosure.
XII. HOLDERS OF SECURITIES OF THE COMPANY
Managers and Members must inform the CVM, on a monthly basis, about the securities they hold, acquire or sell, both for themselves and for persons related to them.
Managers and Members must notify the Company, the CVM and the body responsible for the market in which the securities of the Company are traded about the quantity, the characteristics and the form of acquisition of securities of the Company and its subsidiaries or parent companies, if such entities are publicly held companies, which they hold. They must also include securities held by (i) their spouses, if they legally separated; (ii) their significant others; (iii) any dependents included in their annual income tax declaration; and (iv) any direct or indirect subsidiaries.
The notification must be made monthly, regardless of whether there was any change in the securities held, and shall comply with the following:
(a) Minimum information referring to (i) name; (ii) description; (iii) Corporate or Individual Taxpayer’s ID (CNPJ or CPF); (iv) quantity, type and class of shares and other characteristics in the case of other types of securities; (v) issuer; and (vi) the type, price and date of purchase; (b) The immediate presentation, at the taking of office, or upon the submission of publicly-held company register, and within ten (10) days after the end of the month in which there is any alteration in the securities held, indicating the balance of the value of the securities held during the period.
XIII. UNBALANCED INFORMATION DISCLOSURE
All persons covered by the Disclosure Policy are responsible for the nondisclosure of any Material Fact or Condition in a privileged manner, including in meetings, both public and private.
Prior to the public disclosure of a Material Fact or Condition in any means of communication, including the provision of information to the press, or at meetings of business organizations, investors, analysts, or any public forum, in the country and abroad, all persons covered by the Disclosure Policy must inform and submit in confidence to the Investor Relations Officer the material that will be disclosed or released. If necessary, the latter will take all the necessary measures to simultaneously disclose the information.
XIV.CRIMES AGAINST THE SECURITIES LAWS
The use of information related to undisclosed Material Facts or Conditions can be classified as a crime, subject to the penalty of imprisonment from one to five years and a fine.
Using information concerning material facts still undisclosed to the market, of which the persons covered by the Disclosure Policy are aware and which should be kept secret, capable of obtaining for themselves or for others an unfair advantage, through the trading, either on their own behalf or on the behalf of third parties, of securities, is a conduct classified as a crime against the securities laws, pursuant to Article 27-D of Law 6,385, as of December 7, 1976, with the amendments introduced by Law 10,303, as of October 31, 2001, subject to the penalty of imprisonment from one to five years and fine of up to three (3) times the value of the unfair advantage obtained as a result of the crime.
XVI.TERM AND AMENDMENTS
Amendments to the Disclosure Policy will be disclosed to the persons covered by it.
The Disclosure Policy will come into effect on January 4, 2007. The Board of Directors of the Company can amend the Disclosure Policy at any time. In this case, the amendments shall be promptly disclosed by the Investor Relations Officer to persons covered by the Disclosure Policy, the CVM, the stock exchanges and the bodies responsible for the markets in which the securities issued by the Company are traded, with the amendments coming into force upon the date the persons become aware of them.