CHAPTER I CORPORATE NAME, HEADQUARTERS, PURPOSE AND DURATION
Article 1 RNI Negócios Imobiliários S.A. is a joint-stock company (the “Company”), governed by these Bylaws and applicable legal provisions, including Law 6,404, dated December 15, 1976, as amended (the “Brazilian Corporation Law”).
Paragraph 1 With the Company‘s admission to the special listing segment designated Novo Mercado of BM&FBOVESPA S.A. – Stock, Commodities and Futures Exchange (“BM&FBOVESPA”), the Company, its shareholders, Directors and members of the Fiscal Council, when elected, shall be subject to the provisions of the Listing Rules of the Novo Mercado segment of the BM&FBOVESPA (the “Novo Mercado Listing Rules”).
Paragraph 2 The provisions of Novo Mercado will prevail over the statutory provisions, in the event of prejudice to the rights of the recipients of the public offerings provided herein.
Article 2 The Company’s headquarters and jurisdiction are located in the city of São José do Rio Preto, state of São Paulo.
Sole Paragraph By resolution taken by the Board of Executive Officers, the Company may open, change, close or alter the addresses of branches, agencies, offices or the Company’s sales offices, in any part of the country or abroad, pursuant to the legal requirements.
Article 3 The Company’s purpose is:
(i) the acquisition and sale of real estate;
(ii) the parceling of land or land subdivision;
(iii) real estate development or the construction of real estate for future sale;
(iv) the rendering of services to third parties; and
(v) the management of accounts receivables portfolios consisting of real estate financing, or own or third party real estate projects.
Article 4 The Company’s duration shall be indeterminate.
Chapter II CAPITAL STOCK AND SHARES
Article 5 The Company’s capital stock is R$512,438,000.00 (five hundred and twelve million, four hundred and thirty-eight thousand Reais) fully subscribed and paid up, split into 43,769,808 (forty-four million, two hundred and sixty-nine thousand, eight hundred and eight) common shares, all registered, book-entry and nonpar shares.
Paragraph 1 The Company’s capital stock shall be exclusively represented by the common shares.
Paragraph 2 Each registered common share entitles the holder thereof to one vote in each resolution of the Company’s General Meetings.
Paragraph 3 All the Company’s shares are book-entry and shall be held in a trust account, on behalf of their holders, at a financial institution authorized by the Brazilian Securities and Exchange Commission (“CVM”), with which the Company maintains a ruling custody agreement, without issuing certificates.
Paragraph 4 The trustee may charge the shareholders the service costs for the transfer and registry of their respective book-entry share ownership, as well as for the service costs related to the shares held in custody, pursuant to the maximum limits set forth by the CVM.
Paragraph 5 The Company is not authorized to declare any stock splits. When any interest in the share is held by more than one person, the rights granted thereto shall be exercised by the collective investment entity representative.
Article 6 The Company is authorized to increase its capital stock up to the limit of two million, five hundred and seventy-five thousand, two hundred (2,575,200) new non-par, book-entry registered common shares, amounting to a capitalization of up to forty-six million, eight hundred and forty-five thousand, eight hundred (46.845.008) registered common shares, not subject to amendment of the Bylaws or by resolution taken by the Board of Directors, which Board shall be also responsible for establishing the terms and conditions, including price of any subsequent issue of shares.
Paragraph 1 The Company may issue common shares, debentures convertible into common shares and subscription bonds, within the limits established for the authorized capital.
Paragraph 2 At the discretion of the Board of Directors, preemptive rights may be excluded or the terms reduced for their exercise, in the issuance of common shares, debentures convertible in to common shares and subscription bonds, whether the placement of which is conducted by means of (i) sales in the Stock Exchange or by public subscription, or (ii) any share swap, in a public tender offer, pursuant to law and within the limits of authorized capital.
Paragraph 3 Except in cases envisaged in Paragraph 2, shareholders shall have preemptive rights to any capital increase, in proportion to the number of shares they hold, and the period for exercising this right is thirty (30) calendar days from the date of publication of the minutes of the Board of Directors Meeting that deliberates on the capital increase.
Paragraph 4 The Board of Directors shall resolve on the unsubscribed shares in the capital increase during the period for exercising preemptive rights, and shall determine, before said shares are sold on the stock exchange for the benefit of the Company, the apportionment, according to the amounts subscribed, among shareholders who have expressed, in the subscription order or list, their interest to subscribe to any unsubscribed shares.
Article 7 The Company may, by resolution of the Board of Directors and pursuant to a plan approved in a General Meeting, grant a call option or share subscription, without preemptive rights granted to the shareholders, on behalf of administrators, employees or individuals rendering services to the Company or to companies controlled thereby, directly or indirectly.
Chapter III GENERAL MEETINGS
Article 8 The General Meeting shall be held, ordinarily, within the four (4) months subsequent to the end of each fiscal year and, extraordinarily, whenever the corporate interests so determines, and the relevant law and governing provisions hereof shall be observed in its call, instatement and resolution.
Paragraph 1 Shareholders Meetings shall be called at least fifteen (15) days in advance, except when a longer period is required by the applicable laws, and brought to order and presided over by the Chairman of the Board of Directors, or, in the absence thereof, by another member of the Board of Directors of the Company, or, in the absence thereof, by any shareholder or manager of the Company chosen by the majority of those present. The chairman of the meeting will be responsible for appointing a secretary, who may be a shareholder of the Company or not.”
Paragraph 2 Except when otherwise envisaged in law, the Shareholders Meeting is held on first call with the presence of shareholders representing at least one-fourth of the voting capital and, on second call with any number of attending shareholders.
Paragraph 3 The Shareholders Meeting can deliberate only on matters on the agenda specified in the respective call notice, except as envisaged in the Brazilian Corporation Law.
Article 9 To bring an issue before the Shareholders’ Meeting, a shareholder shall present the Company: (i) a document issued by the trustee of the book-entry shares evidencing their ownership, or custody of the shares themselves, pursuant to Article 126 of the Brazilian Corporation Law; (ii) a power of attorney, duly authorized as provided for by law and these Bylaws, for any shareholder’s legal representative; (iii) in the case of shareholders participating in fungible custody of registered shares, the statement including the respective ownership interest, issued by competent agency and/or, (iv) absentee ballot voting form. The shareholder or his/her legal representative shall attend the Shareholders’ Meeting with documents proving his/her identification.
Sole Paragraph At the General Meeting, a shareholder may be represented by an attorney-in-fact empowered for less than one (1) year, whether as a shareholder, a Company’s administrator, an attorney, a financial institution or an asset manager representing a group of institutional investors.
Article 10 Resolutions of the General Meeting, except the special assumptions provided for by law and these Bylaws, shall be passed by absolute majority of votes, with absentee votes not counted.
Article 11 In addition to other duties set forth by law, the Shareholders Meeting has the following responsibilities:
(i) to acknowledge the management accounts and examine, discuss and vote on the financial statements;
(ii) to elect and remove members of the Board of Directors;
(iii) to fix the overall annual compensation of members of the Board of Directors and Board of Executive Officers, as well as members of the Fiscal Council, if installed;
(iv) to amend the Bylaws;
(v) to deliberate on the dissolution, liquidation, consolidation, spin-off, and merger of the Company or any corporation of the Company, as well as merger of shares involving the Company;
(vi) to decide on any stock split or reverse split;
(vii) to deliberate, in accordance with the proposal submitted by Management, on the allocation of net income and distribution of dividends;
(viii) to deliberate on capital increase, except in case of capital increases within the authorized capital;
(ix) to elect the liquidator, as well as the Fiscal Council that should function during the liquidation period;
(x) to deliberate on the cancelation of the Company’s registration as a publicly-held company with the Securities and Exchange Commission of Brazil;
(xi) to deliberate on delisting from the Novo Mercado segment of B3;
(xii) to choose the specialized company responsible for preparing a valuation report on the Company‘s stock, in case of cancellation of the Company‘s registration as a publicly-held company or delisting from Novo Mercado, as envisaged in the Bylaws, from among those indicated by the Board of Directors; and
(xiii) to deliberate on any matter submitted to it by the Board of Directors.
Sole Paragraph The Chairman of the Shareholders Meeting must comply with and enforce compliance with the provisions of the shareholders‘ agreement filed at the Company‘s head office, determining that votes cast in opposition to the content of such agreements shall be void.
Chapter IV MANAGEMENT
Article 12 The Company shall be managed by a Board of Directors and by a Board of Executive Officers, with powers granted by applicable law and pursuant to the provisions hereof.
Sole Paragraph The investiture of Directors and officers shall be subject to the execution of the investiture instrument, which must include a provision binding the person to the commitment clause referred to in Article 45 of these Bylaws and in other applicable legislations.
BOARD OF DIRECTORS
Article 13 The Board of Directors shall be composed of at least three (3) and at most nine (9) members, one of which shall be the Chairman and the other the Vice-Chairman, shareholders or non-shareholders, elected or removed from office at any time by the Shareholders’ Meeting
Paragraph 1 The Shareholders’ Meeting shall determine, by absolute majority vote, with absentee votes not counted prior to election, the number of positions on the Company’s Board of Directors to be filled, observing the minimum of three (3) members, as well as the term of office provided for in Paragraph 5 of this clause.
Paragraph 2 The Board of Directors shall be composed of at least two (2) or twenty per cent (20%) Independent Board Members, whichever the highest, as defined in the Novo Mercado Listing Regulations, and the characterization of those nominated to the Board of Directors as independent member must be considered and voted at the Shareholders’ Meeting electing them.
Paragraph 3 Should the percentage defined in Paragraph 2 above result in a fractional number of board members, it shall be rounded off to the subsequent number.
Paragraph 4 The following individuals may not be elected to the Board of Directors, unless exempted by the General Meeting:
(i) An employee or individual holding a position in a company deemed to be a competitor; or
(ii) any individual who has or who represents conflicting interests with the Company.
Paragraph 5 The Board of Directors’ members shall have a unified two (2) year term of office, except when dismissed, and they may be reelected. The Board of Directors’ members shall remain on the Boards exercising their duties until the election and taking of office of their successors.
Paragraph 6 It shall be the responsibility of the Chairman of the Board of Directors, in addition to the functions of his position and other duties provided for herein:
(i) to coordinate the activities of the Company’s two management bodies; and
(ii) to call and chair the General Meeting, on behalf of the Board of Directors.
Paragraph 7 It shall be the responsibility of the Vice-Chairman of the Board of Directors, in addition to the duties of his position:
(i) to replace the Chairman, in the events of impediment, vacancy or absence, pursuant to the provisions hereof; and
(ii) to oversee the management of the Executive Officers, to examine, at any time, the Company’s books and records, to request clarifications about business, agreements and any other acts, prior to or after these are entered into, with the purpose of presenting these matters for the Board’s resolution.
Paragraph 8 The positions of chairman of the Company’s Board of Directors and Chief Executive Officer or top executive cannot be cumulated by same person.
Article 14 The members of the Board of Directors shall take office by signing the respective instrument of taking of office in the minutes book of the Board of Directors, remaining subject to the requirements, impediments, duties, obligations and responsibilities provided for in Articles 145 to 158 of the Brazilian Corporation Law.
Article 15 The cumulative or individual compensation of the Board of Directors shall be determined yearly by the General Meeting.
Sole Paragraph In the event that cumulative compensation is determined by the General Meeting, it shall be the responsibility of the Board of Directors to determine its respective distribution.
Article 16 The Board of Directors shall meet ordinarily five (5) times a year and, extraordinarily, whenever necessary.
Article 17 The Board of Directors’ Meetings may be called by its Chairman or Vice-Chairman, with written notice forwarded at least five (5) consecutive days in advance, and together with an agenda of matters to be discussed. In urgent cases, the Board of Directors’ Meetings may be called by its Chairman not observing the aforementioned term, provided that all the other Board members are duly notified.
Sole Paragraph Irrespective of the formalities provided for in this Article, any meeting in which all the board members are present or represented pursuant to Paragraph 2 of Article 18 hereof shall be deemed to be a regular meeting.
Article 18 The Board of Directors Meetings shall only be called to order when a majority of its members are in attendance.
Paragraph 1 The Board of Directors’ Meetings shall be presided over by the Chairman of the Board of Directors, who shall appoint the secretary. In the event of the temporary absence of the Chairman of the Board of Directors, such meetings shall be presided over by the Vice-Chairman of the Board of Directors or, in the event of his absence, by a board member appointed by the majority vote of other members of the Board of Directors present at the respective meeting, and the chairman of the meeting shall appoint the secretary.
Paragraph 2 In the event of the temporary absence of any member of the Board of Directors, he/she, based on the agenda of the matters to be discussed, may vote in writing, by means of letter, facsimile forwarded to the Chairman of the Board of Directors, on the date of the meeting, or also by means of digitally certified e-mail, with receipt acknowledgment by the Chairman of the Board of Directors. The Director may be represented, yet, by another Director by providing the latter with specific powers to do so.
Paragraph 3 In the event of vacancy in the position of any Board of Directors member, the substitute may be appointed to complete the respective term of office by the remaining directors by the Board of Directors specially convened for this purpose, remaining in the position until the next General Meeting to be held after the date of their appointment. If there is vacancy in the majority of the Board of Directors‘ positions, the General Assembly will be called in order to elect the substitutes to complete the term of office in accordance with Article 150 of the Law of Corporations.
Paragraph 4 The Board of Directors’ members may not be absent from the performance of their duties for over thirty (30) consecutive days, under the penalty of losing their term of office, unless in case of leave granted by the Board of Directors.
Article 19 The resolutions of the Board of Directors shall be taken by means of affirmative vote of the majority of the members in office, counting the votes rendered pursuant to Article 18, Paragraph 2 hereof. In the event of a tie vote, the deciding vote shall be cast by the Chairman of the Board of Directors.
Article 20 The Board of Directors’ Meetings shall be held preferably at the Company’s headquarters. Meetings held by means of conference calls or videoconferences shall be accepted, as well as their recording. Such participation shall be deemed as personal attendance in the meeting referred to. In this case, the members of the Board of Directors who participated from a distance in the Board meeting may vote on the date of the meeting by means of letter, facsimile or digitally certified e-mail.
Paragraph 1 The minutes shall be drawn up at the end of the meeting and signed by all the board members personally attending the meeting, and subsequently transcribed in the Minutes Book of the Company’s Board of Directors. The votes of board members who participated from a distance in the Board Meeting or who have voted pursuant to Article 18, Paragraph 2 hereof, shall be equally mentioned in the Minutes Book of the Board of Directors. A copy of the letter, facsimile or e-mail, as the case may be, containing the board member’s vote, shall be attached to the Minutes Book immediately after the minutes transcription.
Paragraph 2 The minutes of the Company’s Board of Directors’ Meetings along with the resolutions destined to produce effects before third parties shall be published and filed at the commercial entities public registry.
Paragraph 3 The Board of Directors may invite to its meetings other participants, with a view to rendering clarifications of any nature. However, such participants shall not be entitled to voting rights.
Article 21 It shall be the responsibility of the Board of Directors:
a) to determine the Company’s business guide lines;
b) to approve the business plans and annual budgets and multiyear operational and investments plans, especially the Company’s Annual Investments Plan, pursuant to Article 30, Paragraphs 1 and 2 hereof (the “Annual Investments Plan”);
c) to elect and remove from office the Company’s Board of Executive Officers, and to determine the Executive Officers duties, in accordance with the provisions applicable hereto;
d) to call the General Meeting in cases provided for by law or when it deems convenient;
e) to assign from the cumulative compensation amount determined by the General Meeting the monthly fees of each of the Company’s management member and advisory committees, pursuant to the provisions provided in Articles 15 and 25 hereof;
f) to determine the compensation general criteria and benefits policies (fringe benefits, profit and/or sales sharing) of the top administrators and employees (managers or those holding related management positions) of the Company or its subsidiaries;
g) to assign to the Company’s administrators their quota in the profit sharing, as determined by the General Meeting, pursuant to the First Paragraph of Article 33;
h) to supervise the Board of Executive Officers’ management, examining at any time the Company’s books and documents, requesting information about the agreements entered into or to be entered into by the Company and practicing any other acts necessary to perform their duties;
i) to resolve on the issues submitted thereto by the Board of Executive Officers;
j) to express its opinion about the management report and accounts, as well as the financial statements of the year, which shall be submitted to the Annual General Meeting;
k) to propose to the General Meeting’s resolution the destination of the remaining balance of each year profit;
l) to select and dismiss independent accountants;
m) to authorize any change in the accounting policies or presentation of the Company’s reports, except if required by the generally accepted accounting principles in the jurisdictions where the Company operates;
n) to resolve on, subject to the approval of the General Meeting, the dividends to be paid to shareholders, including interim dividends to the retained earnings account or existing profit reserves, pursuant to Article 36 hereof;
o) to resolve on the acquisition of shares issued by the Company for the purposes of cancellation or holding in treasury, as well as the resale or another offering of these shares on the market, pursuant to the rules issued by CVM and further applicable legal provisions;
p) to submit capital increase proposals to the General Meeting, or with payment in full in goods, as well as amendment to the Bylaws;
q) to approve the creation and extinction of subsidiary and controlled companies in the country or abroad, as well as to resolve, by Board of Executive Officers’ proposal on the acquisition, assignment, transfer, disposal and/or encumbrance, on any account or form, of equity interests and securities of other companies in the country or abroad, except only in relation to the special purpose companies to be incorporated exclusively for the purposes of real estate projects in which the Company may hold interest;
r) to resolve by the Board of Executive Officers’ proposal on the Company’s tendering of secured guarantee or personal guarantee on behalf of third parties rather than the Company itself or its subsidiary, as well as the granting of guarantee on behalf of the Company’s subsidiary, the amount of which exceeds the Company’s interest, as the case may be, in said subsidiary;
s) to resolve by the Board of Executive Officers’ proposal on the loan, financing agreements and other legal business to be entered into by the Company, except for (i) loans or financings contracted under the scope of the Brazilian Housing System – SFH and/or the Real Estate Financing System – SFI or (ii) business in the amount of which, considered severally or jointly with other businesses conducted during the same fiscal year, that does not result in the Company’s total indebtedness exceeding one hundred and twenty per cent (120%) of the Company’s maximum indebtedness amount authorized by the Annual Business Plan for the period;
t) to resolve on the issue of simple debentures, not convertible into shares and without secured guarantee, for public or private offering, as well as provide for the issue terms and conditions;
u) to resolve on the issue of commercial papers and other debt securities for public or private offering in Brazil or abroad, as well as provide for the issue terms and conditions;
v) to deliberate on operations and business of any nature with the controlling shareholder, its controlled, associated companies or those directly or indirectly held, pursuant to the applicable regulations, not provided for in the Annual Investments Plan approved, as well as any operation or business of any nature involving any administrator of the Company; and
w) to provide for the order of its works and define the rules for its operation, in compliance with the provisions hereof.
x) to agree or disagree with any public tender offer aiming the Company shares through previous substantiated opinion, released within fifteen (15) days as of the publication of the call notice for the public tender offer, in accordance with Article 21 of the Novo Mercado Listing Regulations
Article 22 The Board of Directors for advisory purposes may set forth the organization of technical and advisory committees, with defined objectives and duties, whether or not composed of Company’s management bodies members.
Sole Paragraph It shall be the responsibility of the Board of Directors to set forth standards applicable to the Committees, including rules on the composition, term of office, compensation and operation.
BOARD OF EXECUTIVE OFFICERS
Article 23 The Board of Executive Officers shall be composed of at least two (2) and at most six (6) members, shareholders or not, residing in the country, elected by the Board of Directors, and the following designations shall be mandatory: (i) Chief Executive Officer, (ii) Chief Financial and Investor Relations Officer, (iii) Technical Officer and other officers with no specific designation. The holding of multiple duties by a single Executive Officer is authorized.”
Article 24 The Board of Executive Officers’ term of office shall be of two (2) years, and they may be reelected. The Executive Officers shall remain in the exercise of their positions until the election and investiture of their successors.
Article 25 The Board of Executive Officers’ cumulative or individual compensation shall be fixed yearly by the General Meeting.
Sole Paragraph In the event the Meeting determines the global compensation, it shall be the responsibility of the Board of Directors to resolve on its respective allocation.
Article 26 The Board of Executive Officers’ members shall take office by means of signature of respective instrument on the Minutes Book of the Board of Executive Officers, remaining subject to the requirements, impediments, duties, obligations and responsibilities provided for in Articles 145 to 158 of the Brazilian Corporation Law.
Article 27 The Board of Executive Officers shall meet ordinarily at least once (1) in the month and extraordinarily, whenever the corporate interests so require, being called by the Chief Executive Officer, at least twenty-four (24) hours in advance, or by two thirds (2/3) of the Executive Officers, in this case, at least forty-eight (48) hours in advance, and the meeting shall only be instated with the attendance of the majority of its members.
Paragraph 1 In case of temporary absence of any Executive Officer, based on the agenda to be discussed, he/she may express his/her vote in writing by means of letter or facsimile forwarded to the Chief Executive Officer, or also by means of digitally certified e-mail, with receipt acknowledgment by the Chief Executive Officer.
Paragraph 2 In the event of any vacant position on the Board of Executive Officers, it shall be the responsibility of the Board of Executive Officers as a joint committee to appoint from among its members a deputy who shall temporarily assume the duties of the replaced member, and the interim replacement shall continue until the definitive filling of the position to be decided by the first Board of Directors meeting to be held thereafter. The deputy then elected shall act until the expiration of the Board of Executive Officers’ term of office.
Paragraph 3 The Executive Officers may not be absent from the performance of their duties over thirty (30) consecutive days, under the penalty of losing their term of office, except for leave granted by the Board of Executive Officers.
Paragraph 4 The Board of Executive Officers meetings may be held by means of conference call, videoconference or other means of communication. Such participation shall be deemed as personal attendance at the meeting. In this case, the Board of Executive Officers’ members participating from a distance in the Board of Executive Officers meeting shall vote by means of letter, facsimile or digitally certified e-mail.
Paragraph 5The minutes shall be drawn up at the end of the meeting, which shall be signed by all Executive Officers personally attending the meeting, and subsequently transcribed in the Minutes Book of the Company’s Board of Executive Officers. The votes of Executive Officers participating from a distance in the Board of Executive Officers meeting or voting pursuant to Paragraph 1 of this Article shall be equally mentioned in the Minutes Book of the Board of Executive Officers, and a copy of the letter, facsimile or e-mail, as the case may be, containing the Executive Officer’s vote shall be attached to the Book immediately after the minutes transcription.
Article 28 The resolutions of the Board of Executive Officers meetings shall be taken by majority vote of those attending each meeting, or those voting pursuant to Article 27, Paragraph 1 hereof, with the coinciding vote of the Chief Executive Officer serving as casting vote in case of a tie.
Article 29 It shall be the responsibility of the Board of Executive Officers to manage the business in general and to such end to take all acts necessary or deemed as convenient, except for those the responsibility of which rests with on the Shareholders’ Meeting or the Board of Directors by force of law or these Bylaws. The Executive Officers in the exercise of their duties may carry out all the operations and practice all the usual management acts necessary to conduct the objectives of their position, in compliance with the provisions hereof as to the form of representation and their competence for the practice of certain acts, as well as the business general guidance set forth by the Board of Directors, including to decide on the application of funds, compromise, waive, assign rights, acknowledge indebtedness, settle agreements, make commitments, contract obligations, enter into agreements, acquire, dispose and encumber property and assets, to pledge collateral, accommodations, guarantees and sureties, issue, endorse, pledge, discount, withdraw and vouch for bonds in general, as well as to open, transact and close accounts at credit establishments, pursuant to the legal restrictions and those set forth hereby..
Paragraph 1 It shall be the responsibility of the Chief Executive Officer, besides coordinating the Executive Officers’ acts and directing the execution of activities related to the Company’s general administrative planning: (i) to call and chair the Board of Executive Officers meetings; (ii) to accompany the Company‘s results, (iii) to prepare the financial statements and the Company´s annual management report; (iv) to supervise in general the incumbencies and duties of the Board of Executive Officers; (v) to keep the Board of Directors’ members informed about the Company’s activities and the progress of its operations; (vi) to propose the Company’s expansion strategy; (vii) to propose and conduct product development plans; (viii) to supervise the Company’s sales activities; (ix) to define the sales price of the Company’s products; (x) to establish a relationship policy and represent the Company before clients; (xi) manage activities related to inventory units; and (xii) to exercise other activities assigned to him/her by the Board of Directors.
Paragraph 2 It shall be the responsibility of the Chief Financial Officer and Investor Relations Officer, among other duties to be assigned to him/her: (i) to plan, coordinate, organize, oversee and direct the activities related to the Company’s financial operations; (ii) to manage the Company’s consolidated finances; (iii) to propose the performance goals and results of various of the Company’s divisions and the Company’s budget; (iv) to coordinate the assessment and implementation of investment opportunities and operations, including financing in the Company’s interest; (v) to represent the Company to the Brazilian Securities and Exchange Commission, shareholders, investors, stock exchanges, the Central Bank of Brazil and other agencies related to the activities developed on the capital markets; (vi) to participate in the planning and accompaniment of plans of a financial nature and (vii) to perform other activities assigned to them by the Board of Directors.
Paragraph 3 It shall be the responsibility of the Chief Technical Officer, among other duties to be assigned to him/her: (i) to be responsible for the engineering works; (ii) to coordinate and supervise the supply of works; (iii) to plan, define and coordinate the activities of the Company’s technical area; (iv) to maintain the legal guarantee to all development units delivered; (v) to define and monitor the schedules and budgets of the Company’s works; (vi) to coordinate the development of executive projects; (vii) to monitor and control works carried out with partners; (viii) to evaluate technological opportunities to improve works; and (ix) to advise the Board of Directors about strategic decisions concerning technological matters, reporting to the Co-Chief Executive and Development Officer.
Paragraph 4 Officers with no specific designation shall exercise the functions to be determined by the Board of Directors at the time of their election
Paragraph 5 It shall be the responsibility of the Executive Officers to assist the Co-Chiefs Executives Officers in the Company’s business management and exercise the activities relating to the duties assigned thereto by the Board of Directors.”
Article 30 It shall be the responsibility of the Board of Executive Officers, as a joint committee:
a) to comply with and cause the compliance with these Bylaws and the resolutions of the Board of Directors and the General Meeting;
b) to resolve on the opening, change, closing or alteration in addresses of the branches, agencies, offices or Company’s sales offices, in any part of the country or abroad, pursuant to the legal formalities;
c) to submit to the Board of Directors’ review and resolution on the creation and dissolution of subsidiaries and controlled companies in the country or abroad, as well as on the acquisition, assignment, transfer, disposal and/or encumbrance, on any account or form, of equity interests and securities of other companies in the country or abroad, in any case only in relation to the special purpose companies to be incorporated for the exclusive purposes of real estate projects in which the Company may hold interest;
d) to submit yearly to the Board of Directors’ examination the Management Report and the accounts, together with the independent auditors’ report, as well as the proposal for the allocation of profits verified in the previous year;
e) to prepare and propose to the Board of Directors the business, operational and investments plans of the Company, especially the Company’s Annual Investments plan, as defined in the Sole Paragraph of this Article;
f) to practice all the acts necessary to execute the Company’s Annual Investments Plan, as approved by the Board of Directors, pursuant to these Bylaws;
g) to define the basic guidelines for the provision and management of the Company’s personnel;
h) to prepare the Company’s organization plan and issue the related rules;
i) to propose, without exclusiveness of initiative, to the Board of Directors the assignment of duties of each Executive Officer upon his/her respective election; to approve the job positions and salary plans of the Company and its regulations;
j) to approve the position and remuneration plan of the Company and its regulations;
k) to approve the contracting of a trustee to render book-entry share services
l) to propose to the Board of Directors the creation, determination of expiry dates and ending of any new position or duty in the Company’s Board of Executive Officers, and
m) to decide on any issue, which is not the exclusive responsibility of the Shareholders’ Meeting or of the Board of Directors.
Paragraph 1 The preparation of the Annual Investments Plan by the Board of Executive Officers shall be made yearly during the last quarter of the fiscal year to be submitted to the Board of Directors until no later than December 15 of each year and shall contain, at least, the following information:
(i) the Company’s general business guidance, containing the guidelines, policy and basic objectives for all the Company’s divisions for a minimum period of one (1) year and at most five (5) years; and
(ii) the approval of work plans and budgets for the Company’s investments and management plans and new expansion programs and indebtedness limits of the Company.
Paragraph 2 Should the Annual Investments Plan not be approved by the Board of Directors pursuant to Article 21(b) above, the Board of Executive Officers shall prepare a new Annual Investments Plan, according to the Board of Directors’ guidance, and while such new Annual Investments Plan is not approved by the Board of Directors, the amounts and limits set forth by the ruling Annual Investments Plan shall remain applicable.
Article 31 The Company shall be deemed as legally bound in any action when represented:
a) by Chief Executive Officer jointly with another Executive Officer or with one (1) attorney-in-fact with special powers, duly empowered;
b) by any two (2) attorneys-in-fact, with special powers, jointly;
(i) the Company’s representation before any federal, state and local authorities, or professional associations, as well as in the General Shareholders Meetings of companies in which the Company holds interest;
(ii) the Company’s representation with unions or labor courts concerning issues related to admission, suspension or dismissal of employees and labor agreements; and
(iii) the Company’s representation at courts, as plaintiff or defendant
Sole paragraph Powers of attorneys shall be granted on the Company’s behalf by means of the signature of any two (2) Co-Chiefs Executives Officers, pursuant to items (a) and (b)(i) of this Article 31 and shall specify the powers granted and, except for those for legal purposes, shall have a validity period limited to one (1) year at the most.”
Chapter V FISCAL COUNCIL
Article 32 The Company shall have a non-permanent Fiscal Council, which shall be composed of three (3) to five (5) sitting members and an equal number of substitutes, shareholders or not, elected by the Annual General Meeting. The Fiscal Council shall have its duties and powers granted by law. The period of operation of the Fiscal Council shall end at the first Annual General Meeting held after its establishment.
Paragraph 1 The investiture of the Fiscal Council’s members shall be subject to the previous execution of the Statement of Agreement on the part of the Fiscal Council’s members referred to in the Novo Mercado Listing Rules, as well as compliance with applicable legal requirements.
Paragraph 2 The compensation of the Fiscal Council’s members shall be determined by the General Meeting electing them, in compliance with the legal limits.
Paragraph 3 In the event of temporary absence of any member of the Fiscal Council, the absent member shall be replaced by the respective substitute.
Paragraph 4 In the event of vacancy in the position of the Fiscal Council, the respective deputy shall fill this position; there is no alternate, the Supervisory Board shall convene the Extraordinary General Meeting, based on the prerogative of Article 163, V of the Law of Corporations, in order to elect a replacement and an alternate to hold office for the Council‘s mandate ends Supervisor.
Paragraph 5 The Fiscal Council meetings may be held by means of conference call, videoconference or other means of communication. Such participation shall be deemed as personal attendance at this meeting. In this case, the Fiscal Council’s members who took part from a distance in the meeting shall express and formalize their votes or opinions by means of letter, facsimile or digitally certified mail.
Paragraph 6 The minutes shall be drawn up at the end of the meeting, which shall be signed by all Fiscal Council’s members personally attending the meeting, and accordingly transcribed in the Minutes Book of the Company’s Fiscal Council. The votes or opinions expressed by the Fiscal Council’s Members who took part from a distance in the meeting, or who have expressed their opinions pursuant to Paragraph 5 in fine of this Article, shall be equally mentioned in the Minutes Book of the Fiscal Council, and a copy of the letter, facsimile or e-mail as the case may be, containing the vote or opinion of the Fiscal Council’s member shall be attached to the Minutes Book immediately after the minutes transcription.
Chapter VI FISCAL YEAR, PROFITS AND DIVIDENDS
Article 33 The fiscal year shall commence on January 1 and shall end on December 31 of each year, when the financial statements provided for by the applicable laws shall be drawn up.
Article 34 The accumulated losses, if any, as well as the provision for income tax and social contribution on income, shall be deducted from the income for the year, before any sharing. The net income verified shall be allocated, successively and in that order, as follows:
a) five per cent (5%) shall be applied, before any allocation, to the constitution of a legal reserve, which shall not exceed twenty per cent (20%) of the capital stock;
b) as proposed by the management bodies, a portion may be allocated to the constitution of Reserves for Contingencies, as provided for by Article 195 of the Brazilian Corporation Law;
c) as proposed by the management bodies, a portion may be retained based on capital budget previously approved, pursuant to Article 196 of the Brazilian Corporation Law;
d) a portion corresponding to, at least, twenty five per cent (25%) of the net income, calculated over the balance obtained with the deductions and additions provided for in Article 202 II and III of the Brazilian Corporation Law, shall be distributed to the shareholders as mandatory dividend;
e) in the year when the amount of mandatory dividend exceeds the realized portion of the income for the year, the General Meeting may, as proposed by the management bodies, allocate the surplus to the constitution of a Reserve for Realizable Profits, pursuant to Article 197 of the Brazilian Corporation Law; and
f) the remaining portion of the net income, as proposed by the management bodies, may be fully or partially allocated to the constitution of a “New Investments Reserve”, pursuant to Article 194 of the Brazilian Corporation Law, aiming at preserving the integrity of the corporate equity, strengthening the Company’s capital stock and working capital, with a view to allowing the Company to realize new investments. The maximum limit of such reserve shall be up to a hundred per cent (100%) of the capital stock, considering that the balance of this reserve, added to the balances of other profits reserves, except for the reserves for realizable profits and the reserves for contingencies, shall not exceed a hundred per cent (100%) of the capital stock amount. Once this maximum limit has been achieved, the General Meeting may decide on the allocation of the surplus in the payment of subscribed capital or capital stock increase, or in the distribution of dividends.
Paragraph 1 The General Meeting may allocate profit sharing to the Company’s administrators, pursuant to Paragraph 1, Article 152 of the Brazilian Corporation Law.
Paragraph 2 The allocation of profits for the constitution of the “New Investments Reserve” referred to by item “f” of Article 33 above and the profit retention pursuant to Article 196 of the Brazilian Corporation Law may not be approved, in each fiscal year, at the expense of the mandatory dividend distribution.
Article 35 The Company may pay its shareholders interest on own capital, which may be attributed to the minimum mandatory dividend.
Article 36 The Company may draw up half-yearly and/or quarterly balance sheets and based thereon may declare, by resolution by the Board of Directors, interim and regular dividends, or interest on own capital. The interim and periodical dividends and interest on own capital provided for in this Article may be attributed to the minimum mandatory dividend.
Article 37 The dividends and interest on own capital not claimed within a three-(3) year period after the date when these were made available to the shareholders shall revert to the Company.
Article 38 The Company may grant donations and subsidies to charitable entities, provided they are justified and previously authorized by the General Meeting.
Chapter VII MANAGEMENT RESPONSIBILITY
Article 39 The administrators are liable, before the Company and third parties, for the acts they practice while exercising their duties, pursuant to the law, the Novo Mercado Listing Rules and these Bylaws.
Article 40 The Company in cases where it is not the plaintiff in lawsuits shall ensure to the members of the Board of Directors, Fiscal Council and Board of Executive Officers, by means of third parties contracted, the defense in judicial and administrative proceedings brought by third parties against its administrators, during or after their respective terms of office, until the end of the prescriptive period of such administrators’ responsibility due to acts related to the exercise of their duties.
Paragraph 1 The guarantee provided for in the preamble to this Article shall be extended to the Company’s employees and their attorneys-in-fact legally empowered, who act on the Company’s behalf.
Paragraph 2 Should the member of the Board of Directors or Fiscal Council, the Executive Officer or employee be sentenced by final decision not subject to appeal, based on infringement of the laws or of these Bylaws, or a result of his/her fault or intentional misconduct, he/she shall refund the Company all the costs, expenses and damages caused thereto.
Paragraph 3 The Company, by resolution of the Board of Directors, may take out liabilities insurance on behalf of its Board of Directors’ members and Executive Officers, related to the exercise of their duties.
Chapter VIII SALE OF THE SHARE CONTROL, DEREGISTERING AS A PUBLICLY-HELD COMPANY AND DELISTING FROM THE NOVO MERCADO
Article 41 The sale of the Company’s control, both by means of a single operation and of successive operations, shall be contracted under a suspensive or resolutory condition, by which the Acquirer undertakes to conduct a public tender offer of shares of other Company shareholders, in accordance with the terms and conditions provided for by laws in force and in the Novo Mercado Listing Rules, so as to ensure them treatment equal to that given to the Selling Controlling Shareholder.
Paragraph 1 In the event of the transfer of indirect control, the acquirer shall disclose the value attributed to the Company to determine the tender offer price, as well as disclose the statement justifying such value.:
“Controlling Shareholder” – means the shareholder(s) or Group of Shareholders exercising the Company’s Power of Control.
“Selling Controlling Shareholder” – means the Controlling Shareholder when he/she promotes the Sale of the Company’s Control.
“Control Shares” – mean a block of shares that ensures, directly or indirectly, their holder(s), the individual and/or shared exercise of the Company’s Power of Control.
“Acquirer” means the one to whom the Selling Controlling Shareholder transfers the Control Shares in a Sale of the Company’s Control.
“Sale of Company’s Control” – means the transfer to a third party for value of the Control Shares.
“Group of Shareholders” – means the group of persons: (i) bound by contracts or voting agreements of any nature, whether directly or through subsidiaries, parent companies or under common control; or (ii) with control relationship among them; or
(iii) under common control.
“Power of Control” means the power actually employed to direct the corporate activities and guide the operation of the Company’s bodies, directly or indirectly, either in fact or in law, regardless ownership interest held. There is a relative presumption of control ownership in relation to the person or Group of Shareholders holding shares ensuring such person or group of persons an absolute majority of votes of shareholders attending the last three General Meetings of the Company, even though they do not hold sufficient share to ensure them an absolute majority of the voting capital
“Fair Price” – means the value of the Company and of its shares to be determined by a specialized company, by means of the use of an acknowledged methodology, or based on another criterion to be defined by the CVM.
Paragraph 2 Should the acquisition of Control also subject the acquirer of Control to the obligation of conducting a public tender offer required by Article 44 hereof, the acquisition price in the public tender offer shall be the highest among the prices determined pursuant to this Article 40 and to Article 44, Paragraph 2 hereof.
Paragraph 3 The Company shall not register any transfer of shares to the acquirer or to that person or those persons to hold the Power of Control, while that person or those persons do not sign the Statement of Agreement of the Controlling Shareholders referred by the Novo Mercado Listing Rules.
Paragraph 4 No Shareholders’ Agreement providing for the exercise of Power of Control may be registered at the Company’s headquarters while its subscribers do not have signed the Statement of Agreement referred by the Novo Mercado Listing Rules.
Article 42 As from the date on which there is no Controlling Shareholder, any person, group of persons bound by voting agreement and/or representing the same interest acquiring or becoming the holder of shares issued by the Company, in an amount equal to or higher than fifteen per cent (15%) of the total shares issued by the Company, shall no later than sixty (60) days as from the date of acquisition or event resulting in the ownership of shares in the amount equal to or higher than fifteen per cent (15%) of total shares issued by the Company, conduct a public tender offer of all shares issued by the Company, pursuant to the provisions in the CVM’s applicable regulation, including whether or not it is necessary to register such a public offering, B3’s regulations and the conditions of this Article 42, and the aforementioned person or group of persons shall undertake to answer possible requests or requirements from the CVM and B3 based on the applicable laws and regulations related to the public tender offer, within the maximum limits specified in the applicable regulations.
Paragraph 1 The public tender offer shall (i) be indistinctly addressed to all Company’s shareholders; (ii) occur at an auction to be held at B3; (iii) be recorded by the price determined according to the provisions in Paragraph 2 of this Article; and (iv) be made for cash consideration in domestic currency against the acquisition in the public tender offer of shares issued by the Company.
Paragraph 2 The acquisition price in the public tender offer for the acquisition of each share issued by the Company may not be less than the highest amount between (i) the Fair Price determined in the appraisal report; (ii) one hundred and thirty per cent (130%) of the highest share issue price in any capital increase carried out by means of public offering occurred within a twelve (12)-month period preceding the date on which the public tender offer becomes mandatory pursuant to this Article 42, duly restated by the IGPM (General Market Price Index)/FGV (Fundação Getúlio Vargas) until payment; and (iii) one hundred and thirty per cent (130%) of the average unit price of shares issued by the Company during a ninety (90)-day period prior to the public tender offer.
Paragraph 3 The public tender offer mentioned in the preamble to this present Article shall not exclude the possibility of another Company’s shareholder, or as the case may be, the Company itself, formulating a competing public tender offer, pursuant to the applicable regulation.
Paragraph 4 Should the person or group of persons referred to in the caput of this Article fail to comply with any of the obligations imposed by this Article, the Company’s Board of Directors shall call an Extraordinary Shareholders’ Meeting, where the aforementioned person of group of persons may not vote, to resolve on the suspension of the exercise of the Acquiring Shareholder’s rights, who failed to comply with any obligation imposed by this Article, pursuant to Article 120 of the Brazilian Corporation Law, without prejudice to the aforementioned person’s or group of persons’ liability for losses and damages caused to other shareholders as a result of the failure to comply with obligations imposed by this Article.
Paragraph 5 The person or group of persons referred to in the caput of this Article purchasing or becoming holder of other rights related to the shares issued by the Company, including but not limited, to right of enjoyment or trust, in an amount equal to or higher than fifteen per cent (15%) of total shares issued by the Company shall equally undertake to conduct the public tender offer, whether or not registered at the CVM, pursuant to applicable regulation, according to this Article 42, within no longer than sixty (60) days.
Paragraph 6 The provisions of this Article shall not apply in the event a person, group of persons bound by voting agreement and/or representing the same interest, becomes holder of shares issued by the Company in an amount higher than fifteen per cent (15%) of total shares issued thereby as a result of (i) legal succession, under the condition that the shareholder sells the overallotment within no longer than sixty (60) days as from the event in which this participation was reached; (ii) the merger of another corporation with and into the Company; (iii) the merger of shares of another corporation with and into the Company; or (iv) the subscription of the Company’s shares carried out in a single primary issue, which has been approved by the Shareholders’ Shareholders’ Meeting of the Company.
Paragraph 7 The provisions of this Article shall not apply to the person, group of persons bound by voting agreement and/or representing the same interest, who, on the date on which the Company no longer has a Controlling Shareholder, are holders of an amount higher than fifteen per cent (15%) of total shares issued by the Company and acquire new Company’s shares, whether or not in the exercise of preemptive right, provided that, after such new acquisitions, this person or group of people does not hold a participation in the total capital of the Company higher than that held thereby on the date on which the Company no longer has a Controlling Shareholder.
Paragraph 8 Involuntary additions resulting from the cancellation of shares held in treasury or reductions of the Company’s capital stock resulting from the cancellation of shares shall not be counted for the purposes of calculation of the fifteen per cent (15%) percentage of total shares.
Paragraph 9 Should the CVM’s regulation applicable to the public tender offer provided for in this Article determine the adoption of a calculation criterion to set forth the acquisition price of each Company’s share in the public tender offer resulting in acquisition price higher than that determined pursuant to Paragraph 2 of this Article, that acquisition price calculated in accordance with the CVM’s regulation shall prevail in the execution of the public tender offer provided for in this Article.
Article 43 In the public tender offer to be executed by the Controlling Shareholder or by the Company for the delisting as a publicly-held company, the minimum price to be offered shall correspond to the Economic Value verified in the appraisal report, in accordance with Article 46 hereof, in compliance with the applicable legal standards and rules.
Paragraph 1 The costs of preparing the appraisal report shall be fully borne by the offeror.
Article 44 Delisting from the Novo Mercado segment will be allowed by B3 only if preceded by a public tender offer in compliance with the procedures provided for in the regulation issued by CVM applicable to tender offers to deregister as a publicly held company, as well as in the Novo Mercado Listing Regulations.
Chapter X ARBITRATION COURT
Article 45 The Company, its shareholders, administrators and members of the Audit Board, whether member or alternate members, if any, undertake to resolve, by means of arbitration, before the Market Arbitration Panel, under its regulation, any controversy arising among them, related to or deriving from their condition of issuer, shareholders, administrators and members of the Audit Board, arising especially from the provisions contained in Federal Law 6,385/76, Brazilian Corporation Law, the Company’s Bylaws, the rules issued by the Brazilian Monetary Council, the Brazilian Central Bank and the CVM, as well as the other rules applicable to the operation of the capital markets in general, as well as those included in the Novo Mercado Listing Regulations, other regulations of B3 and the Novo Mercado Listing Agreement.
Chapter XI LIQUIDATION
Article 55 The cases not covered by these Bylaws shall be resolved by the Shareholders’ Meeting and regulated in accordance with Brazilian Corporation Law.
Chapter XII GENERAL PROVISIONS
Article 56 The cases not covered by these Bylaws shall be resolved by the General Meeting and regulated in accordance with the Brazilian Corporation Law.
Milton Jorge de Miranda Hage
Gabriel Augusto Camargo Ferrari
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.
The Brazilian Corporation Law and the Company’s by-laws require the shareholders’ ordinary general meeting to be held up to April 30 of each year where the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.
The Company’s shareholders will decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines “net profits” for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in RNI’ net profits in such fiscal year.
The RNI´mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company’s by-laws, determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of RNI’ common shares and will depend on many factors. These factors include the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by RNI’ board of directors and shareholders.
The table below shows the dividend and interest on shareholders´ equity to RNI Negócios Imobiliários shareholders after IPO (Jan/07)
|Record Date||Payment Date||Type of Proceeds||Gross amount declared per share||Net amount paid per share||Gross amount declared (R$000)|
|12.19.2007||01.10.2008||Interest on equity||0.17499||0.14874||8,500|
The rules set forth hereby apply to all collaborators. A Collaborator is herein interpreted as comprising all employees, managers, executive officers and trainees who have a work or statutory contract, whether direct or indirect, with Empresas RNI and its services contractors.
For all purposes and effects, Empresas RNI shall hereinafter be referred to as RNI.
1. Relationship with Collaborators
All collaborators may have opportunities of professional ascent by complying with the RNI human resources policy.
Hiring and promotions shall be grounded on merit, in multiple competencies, as well as in the conduct and behavior of the persons involved.
No discrimination whatsoever shall be tolerated between people due to race, religion, age, gender, social class, sexual preference, skin color, origin/citizenship, marital status, physical or mental disabilities.
2. Collaborators’ Conduct
RNI requires that its collaborators exercise their duties with honesty, dignity and commitment, pursuant to the laws and common ethical standards of the society and the values held by RNI.
Ethics is the ideal of human conduct, which guides a person towards what is good and right, concerning his/her peers and the society as a whole, always towards the common good.
Professional ethics shall be unarguably aligned with the ethics of common behavior, regardless of concerns about efficiency, competitiveness and profitability. Work ethics not only sums up in discerning what to do or not, but also in knowing how to do it. Therefore, professional ethics is required in decision making.
Ethical principles shall guide professional conduct, as in relationships, as shall respect for individual differences and responsibility for activities carried out in the company, regardless of the job title. Therefore, the Code of Ethics is a formal and institutional reference of conduct aiming at a good relationship in the work environment and the common good for shareholders, clients, collaborators, unions, partners, suppliers, services contractors, competitors, the society and the government.
3. Work Environment
RNI requires cordiality, companionship, trust and respect in the relationships between collaborators, regardless of any type of hierarchy, job title or office.
RNI also values and preserves a safe work environment, observed legal safety and occupational medicine regulations.
Alcohol consumption is expressly forbidden at the RNI facilities; in addition to working under the effect of alcohol or any other type of drug.
Smoking is allowed strictly in specific smoking rooms at the RNI facilities, as defined by the safety and occupational medicine department.
4. Responsibility in Conducting Business
The RNI business shall be conducted transparently and in agreement with all laws, and all collaborators shall be responsible for ensuring the compliance of this regulation.
Collaborators shall immediately report to RNI the knowledge or suspicion of any irregular or uncertain situations which may from time to time be illegal, unethical or which may cause damage or compromise the name and interests of RNI. The right to secrecy regarding the information source is hereby granted.
Each and any operation involving RNI shall be carried out pursuant to the competent documents and imbued with all legal formalities. All contracts shall be signed only by the authorized officers, duly appointed and named in the Articles of Incorporation or Bylaws of each one of the RNI companies. When drawing up new contracts, the legal officers of the Strategic Business Areas and the Corporate Legal Department are advised to exchange opinions in order to inquire into possible damages and mishaps to the company.
4.1 Responsibilities of Collaborators
All collaborators shall:
- Learn, understand and practice the provisions of this Code of Ethics and Professional Conduct Standards;
- Preserve the RNI name and image;
- Always act in agreement with the laws in effect;
- Treat all corporate affairs, with no exception, with secrecy and confidentiality. The transmission of any information or material to addressees unknown by RNI is hereby prohibited, whether by physical means (documents, printouts, manuscripts, faxes, electronic messages, photographs, laser discs, floppy disks) or any other means that may jeopardize the assets of RNI, except if expressly authorized.
4.2 Responsibilities of Leaders
Leaders – executive officers, managers, coordinators, superior or chief officers – have the following obligations, among others:
- Display exemplary behavior, which may serve as a model to all their subordinates and other collaborators;
- Raise awareness among their subordinates of the contents of this Code, of its need and use, thus preventing any collaborator from violating it as a result of lack of information. Such possible lack of information does not exempt a collaborator from complying with the rules provided by this Code, since it is his/her responsibility to become aware of the same;
- Preserve an organizational atmosphere in their respective areas, by constantly promoting transparency, and clear and precise communication with the major purpose of promoting respect as an essence in the relationship between co-workers at RNI;
- Solve any doubts their subordinates may have concerning this Code;
- Select, promote and train their direct, and from time to time, indirect subordinates by applying the directives provided in item 1 hereof.
5. Business Relations
RNI requires its collaborators to conduct business relations pursuant to the law, market legal practices and internal regulations.
All RNI collaborators are strictly prohibited from making any improper, doubtful or illegal payment.
It is also forbidden any self-favoring or favoring of family or relatives of any degree – through the concession of undue benefits, out of ordinary business practices – as well as of any other collaborators, clients, suppliers and competitors to detriment of others.
5.1 Customer Relations
Customer service quality and satisfaction are the constant goals and concerns of RNI. Therefore, it is a vital principal of the RNI corporate action to serve its clients with emphasis on quality and productivity, as well as responsibility and total respect for the laws and regulations of each product and region where they act.
Clients shall be served with cordiality and efficiency, and provided with clear, precise and transparent information.
Clients shall obtain answers, though negative, to their requests appropriately and within the expected time.
5.2 Relations with Suppliers and Service Providers
The choice and hiring of suppliers and service providers shall always be based on technical, professional and ethical criteria, observed the RNI needs. They shall be conducted through an objective pre-determined process, such as competition or price comparison, which guarantees the best cost/benefit ratio so that there are no risks or future damages to RNI.
In addition, the hiring of suppliers and service providers shall be preceded by the request and analysis of the appropriate documentation so as to demonstrate the competence and financial soundness of the company to be hired.
5.3 Relation with Competitors
Competitiveness of the services provided, products manufactured and/or commercialized by RNI shall be exercised based on loyal competition. Therefore, comments shall not be made nor actions shall be taken that may affect, whether directly or indirectly, the competitors’ image.
Providing strategic, confidential or any other kind of information detrimental to the business conducted by RNI is hereby expressly forbidden, as well as informing any internal matters that may cause or anticipate any market actions.
5.4 Relations with Family
The favoring of relatives is hereby forbidden. Relatives are herein understood as comprising the spouse, parents, siblings, children, uncles, aunts, nephews, nieces, and cousins up to the 4th degree, including the ones of the spouse or people with whom a collaborator’s relatives have strictly personal relationship.
Whenever a collaborator may have relatives working at RNI, or at companies with which RNI has businesses, he or she is hereby obliged to communicate such fact to RNI in writing.
5.5 Relation with Public Power
Collaborators are hereby forbidden to offer gifts or benefits to civil servants, their family or relatives, whether directly or through third parties.
Offering or accepting gratifications, presents or favors from clients, suppliers or competitors is hereby forbidden, except for free gifts with no commercial value distributed by institutions of any nature complimentarily, as usual advertisement or at special events or celebration dates.
Should a collaborator receive any gratifications, presents or free gifts that do not comply with the permission criteria set forth herein, thus leading to doubtful interpretations, he or she shall communicate his/her immediate leader, who shall submit the matter to a decision by the Ethics Committee.
7. Conflict of Interests
A conflict of interest takes place whenever a collaborators influences or may influence a decision by RNI, which may result in any kind of personal gain, whether direct or indirect, for oneself, family members, friends or people of interest.
Collaborators shall not:
- Get involved in activities in conflict of interest with RNI;
- Make use of privileged information for own benefit, or that of relatives or third parties;
- Exercise any external duty or responsibility that might affect his/her performance at RNI.
8. Using and Preserving the RNI assets
Collaborators shall be in charge of maintaining the RNI assets, including real estate, fixtures, machines, equipment, furniture, vehicles, resources and others.
Private use of the RNI equipment or any other asset is not allowed.
Use of and access to corporate tools, such as internet, telephone, email, software and hardware, shall be restricted to the collaborator’s professional activity, observed the other provisions set forth in the policies, regulations or orientations by RNI.
Collaborators are not authorized to use the RNI address to receive private mail, except when expressly authorized.
9. Political Activities
RNI shall not restrict any political-partisan activities by its collaborators. However, collaborators shall always act personally and so as not to interfere with their professional responsibilities.
The exercise of political-partisan activities involving any of the RNI resources is hereby strictly prohibited in the work environment.
Each and every distribution of any political propaganda in the facilities, vehicles, publications or any other property of RNI shall be previously analyzed and approved by the Ethics Committee.
10. The RNI Spokesperson
Only executive officers are hereby authorized to speak on behalf of RNI or comment on its internal affairs to the press or external groups. If required, the executive officer shall designate this attribution in writing to another collaborator.
The announcement of affairs of the company’s interest or press interviews shall always be accompanied by the RNI Press Services.
11. Accounting Records
Transparency is essential to allow the accurate assessment of RNI by market agents.
Accounting norms and practices shall be rigorously observed, generating coherent records and reports and allowing a uniform basis of operation assessment and information. Accounting of each and every asset or title held by the company is required. Therefore, all of the RNI financial operations shall be immediately and duly entered in its accounting books, as provided by law.
The rules and directives of this Code allow the assessment of great part of the situations and minimize subjectivity in personal interpretations of the moral and ethical principles, but do not necessarily detail all situations that may take place in a collaborator’s daily work. Thus, should there be any doubts; collaborators shall consult their leaders, who shall refer to the Ethics Committee to solve doubts they might have.
All collaborators are expected to abide by these rules in all circumstances.
Should a collaborator violate any RNI conduct, practice or policy, or allow that another collaborator do so, he or she shall be subject to:
- Temporary withdrawal until the conclusion of the investigation, legal or policy inquiry;
- Disciplinary action, including dismissal;
- Civil and criminal punishment provided by law.
Sanctions shall be applied regardless of the appointment order, pursuant to the dimension and seriousness of the violation, always in agreement with the law.
Should a collaborator learn or suspect that any aspect of this Code has been violated by anyone, he or she shall report such fact to the Ethics Committee or, should the latter be the violator, the fact shall be reported to the shareholders. Should the actual or alleged violation have participation by the Executive Officers, such fact shall also be reported to the shareholders.
The collaborator shall avoid disclosures as a result of animosity or lack of affinity with another collaborator, in order to prevent lewd acts for which he or she shall be held civilly and criminally liable for committing a crime against the honor, such as, slander, defamation and libel.
The investigation of a charge by the Ethics Committee shall not imply the acknowledgement by RNI that any irregular conduct has been taken place by the collaborator accused.
RNI shall have an Ethics Committee to judge all cases of violation of this Code and impose the appropriate disciplinary sanctions, as well as deliberate on the solving of doubts regarding the content hereof.
The Ethics Committee shall comprise 5 (five) members, appointed by the shareholders, among whom one shall be elected the Coordinator.
The Ethics Committee shall be convened through a request by the Coordinator.
All charges to the Ethics Committee shall be forwarded in a written form, available at all of RNI commercial branches, or by electronic means available in the company’s homepage.
All collaborators shall be informed about the rules of conduct provided herein.
No collaborator may argue having not been informed about the directives provided herein, under any hypothesis or justifications.
1.1 The purpose of this securities trading policy of RNI Negócios Imobiliários S.A. is to set forth the procedures to be observed in negotiating securities issued by RNI Negócios Imobiliários S.A. in order to prevent any disputes regarding the undue use of information concerning Material Fact, as defined hereunder, not disclosed to the investors.
2.1 The definitions adopted in this securities trading policy of RNI Negócios Imobiliários S.A. shall be construed as follows:
|Controlling||shareholder or group of shareholders bound by a shareholders|
|Shareholders||agreement or under common control, exercising the Company Control Power in a centralized or diffused manner.|
|Directors||members of the board of directors or executive officers acting ontheir behalf or on behalf of the Company.|
|Bovespa||São Paulo Stock Exchange|
|Company||RNI Negócios Imobiliários S.A.|
|Counselors||members of the statutory audit committee and of any agency withtechnical or consulting duties that may be created by a provision inthe articles of
|Diffuse Control||implies the Control Power exercised by a shareholder holding lessthan 50% (fifty per cent) of the capital stock, as well as by a groupof
shareholders not subscribing the vote agreement and that are notunder common control nor acting to represent common interest, asdefined
in the Listing Regulation of the Bovespa New Market.
|Material Fact||any (i) decision by the controlling shareholders, should there be acontrol group set forth by contract or legal provision or, yet, in caseof
exercising Diffuse Control; (ii) deliberation of the shareholders’meeting or the board of directors meeting; or (iii) any otherpolitical-administrative,
technical, negotiating or economic-financialact or fact having taken place or concerning the Company’s businessthat may considerably influence
the quotation of securities issued bythe Company or be used as reference by investors deciding to buy,sell or keep the said securities, or influence
the decision by investors to exercise any rights intrinsic to the condition of holder ofsecurities issued by the Company or which may be used asreference.
|Instruction 358||Instruction nº 358, edited on January 3, 2002 by the SecuritiesCommission pursuant to further amendments.|
|Related Persons||Controlling Shareholders, Directors, Counselors, members of anyagencies with technical and consulting duties, created by a provisionin the articles
of incorporation, or anyone who, because of his/heroffice, duty or position in the Company, its controlling company, its controlled or associated
companies may come to know relevantinformation.
|Control Power||Power effectively used to guide social activities and the work of theCompany’s agencies, whether directly or indirectly, in fact or byright, as defined
in the Listing Regulation of the Bovespa NewMarket.
|TradingPolicy||this Trading Policy of Securities issued by the Company.|
3.1 All Related Persons shall adhere to the Trading Policy by subscribing the appropriate term of adhesion in annex I.
3.2 The terms of adhesion executed shall be filed at the Company’s main office for a period of at least 5 (five) years after the termination of the existing relation betweenthe subscribers thereof.
IV. BANS ON NEGOTIATION
4.1 Non-negotiation periods
4.1.1 The Related Persons and the Company shall not carry out any type of negotiation of securities issued by the Company, regardless of the existence of a Material Fact to be disclosed by the Company, in the following periods:
a) within 15 (fifteen) days before the disclosure of the Company’s quarterly (ITR) and annual (DFP) information; and
b) within the period between the decision taken by the Company’s Board of Directors to raise the Company’s capital stock; distribute dividends, bonuses in actions or its derivatives or unfoldings and the publishing of the respective public notices or advertisements.
4.1.2 The Directors or Counselors of the Company, as well as of its controlled and associated companies, are hereby authorized to purchase shares issued by the Company within the period referred to in item 4.1.1 (a) hereinbefore, provided that the said purchase be carried out pursuant to the investment plan approved by the Company and the following requirements be fulfilled:
a) the Company has approved the schedule defining specific dates for disclosing the ITR and DFP forms; and
b) the investment plan sets forth: (i) the irrevocable and irreversible commitment of its participants to invest previously established amounts on the dates set in the schedule; (ii) the impossibility to adhere to the plan at a pending Material Fact not disclosed to the market, and during 15 (fifteen) days before the disclosure of the ITR and DFP forms; (iii) the obligation to extend the purchase commitment, even after the end of the period originally scheduled for the participant to adhere to the plan, at a pending Material Fact not disclosed to the market, and during 15 (fifteen) days before the disclosure of the ITR and DFP forms; and (iv) obligation of its participants to revert to the Company any losses avoided or profits made in negotiations of shares issued by the Company as a result of the occasional change of disclosure dates of the ITR and DFP forms verified through reasonable criteria defined in the plan.
4.2 Non-negotiation hypotheses
4.2.1 In addition to the non-negotiation periods provided in item 4.1 hereinbefore, negotiation of any securities issued by the Company by the Related Persons is banned in the hypotheses mentioned hereunder:
a) before the disclosure of the Company’s Material Fact to investors, under the terms set forth in its Information Disclosure Policy approved in the Company’s Board of Directors Meeting on May 3, 2007;
b) on the same day the Company, its controlled and associated companies or other companies under common control, sell shares in treasury or on the day the option or mandate for the same purpose is granted;
c) on the same day the Company, its controlled and associated companies or other companies under common control, buy shares to remain in treasury or on the day the option or mandate for the same purpose is granted;
d) upon the execution of the agreement or contract assigning the Company’s control; and
e) upon the existence of intention by the Company to promote the incorporation, split-up or split-off, transformation or reorganization of the Company.
4.2.2 The Related Persons that withdraw from the Company before the public disclosure of Material Fact related to a fact has taken place, during their period of management and/or relationship with the Company, may not negotiate securities of the latter for a period of 6 (six) months after their withdrawal, unless the Relevant Fact has been previously disclosed to investors under the terms of the Company’s Disclosure Policy.
4.2.3 The bans provided in item 4.2.1 hereinbefore are also applicable to any person with whom the Company has any commercial relation, including independent auditors, securities analysts, consultants and institutions comprised in the distribution system.
4.2.4 The Related Persons shall assure that those with whom they keep any type of relationship, whether personal or professional, do not negotiate securities of the Company while they have access to information concerning the Material Fact not yet disclosed.
220.127.116.11 In order to guarantee the provision hereinbefore, the Related Persons shall communicate to the Company’s Investors Relations Executive Officer all access they may have had to information concerning the Material Fact not yet disclosed and shall invest all their effort for them to subscribe the term of adhesion to the Company’s Trading Policy.
4.3 Extraordinary periods of banned negotiations
4.3.1 With no prejudice to the provisions of the Trading Policy, the Investors Relations Executive Officer is hereby authorized to determine periods when the Related Persons shall not negotiate securities issued by the Company, regardless of justification or the existence of a Material Fact not yet disclosed.
18.104.22.168 The Related Persons shall be notified in writing at least 10 (ten) days in advance to the beginning of the banned negotiation period.
22.214.171.124 Should one or more Related Persons not be notified within the term set forth in item 126.96.36.199 hereinbefore, the ban provided in section 4.3 herein shall not be applicable to non-notified Related Persons.
V. HYPOTHESES OF AUTHORIZEDNEGOTIATION
5.1 The bans established in this Trading Policy shall not apply: in case negotiations of securities of the Company are carried out through investments funds of which the Related Persons are members, provided that the investment funds are not exclusive and the negotiation decisions by the investment fund administrator are not influenced by the members.
5.2 The negotiation of securities issued by the Company by Related Persons during the non-negotiation periods or upon the non-negotiation hypotheses, as provided the Trading Policy herein, may be exceptionally authorized by the Company’s Executive Officers by a request submitted in writing and justifying the need for negotiation.
5.2.1 The authorization mentioned in item 5.2 hereinbefore shall be consented by the Company’s Board of Directors.
VI. ADMINISTRATION OF THE TRADING POLICY
6.1 Pursuant to the provisions of the 3rd § of Article 17 of Instruction 358, the Investors Relations Executive Officer shall be in charge of executing and following up this Trading Policy.
VII. DISCLOSURE AND TERM OF THE TRADING POLICY
7.1 The Investors Relations Executive Officer shall take all measures required to the immediate dissemination of the Trading Policy, which shall enter into effect on the day of its approval by the Company’s Board of Directors and remain in effect for indefinite term until explicit deliberation of the contrary by the Company’s Board of Directors.
VIII. AMENDMENTS TO THETRADING POLICY
8.1 The Company’s Board of Directors may, at any time, make amendments to this Trading Policy, which shall be promptly communicated by the Investors Relations Executive Officer to the Related Persons, the Securities Commission, to the São Paulo Stock Exchange – Bovespa, and to any other market agencies in which the securities issued by the Company may be admitted to negotiation, such amendments applying to all on the date of communication of the same.
9.1 Any breaches of the provisions in this Trading Policy verified by the Related Persons shall be immediately communicated to the Company’s Investors Relations Executive Officer.
9.2 The Related Persons responsible for the non-compliance of any provision in this Trading Policy shall reimburse the Company and/or other Related Persons, fully and with no limitation, of all damages the Company and/or other Related Persons may incur and which may be caused, directly or indirectly, by such non-compliance.
9.3 With no damage to the provisions hereinbefore, the breach of the terms set forth in this Trading Policy may characterize serious breach for the purposes provided in the 3rd § of article 11 of Law nº 6.385/76. Furthermore, the use of information regarding the Material Fact not yet disclosed may be categorized as crime, subject to five-year imprisonment and fine under the terms of article 27-D of Law nº 6.385/76.
I, [name and qualification], [title or office], hereby declare that I have become aware of the terms and conditions of the Securities Trading Policy of RNI Negócios Imobiliários S.A., pursuant to the terms of the Securities Commission Instruction no 358 of January 3, 2002, as amended, which has been approved by the Company’s Board of Directors on June 29, 2007.
Upon my subscription hereof, I hereby formalize my adhesion to the Company’s Securities Trading Policy, pledging to observe all of its terms and conditions and to adopt the most conservative position when doubt shall occur.
Furthermore, I hereby declare being aware that the violation of the terms set forth in this Securities Trading Policy may characterize serious breach for the purposes provided in the 3rd § of article 11 of Law nº 6.385/76.