Disclosure Policy

Política de Divulgação

I. PURPOSE

1.1. In compliance with CVM Instruction 358, the present policy – the terms of which are defined in section II below – aim at establishing (i) the policy of disclosure of material act or fact, and (ii) the policy for the trading of the Company’s securities, to be observed by (a) its controlling shareholders, officers, members of the Board of Directors, of the fiscal council, and of any other technical or advisory bodies, established by the Company’s Bylaws, (b) employers and officers having access to Inside Information; and; (c) whomever, by virtue of their title, office or position in the Controlling Shareholders, Subsidiaries or Affiliated Companies, is aware of information related to Relevant Act or Fact.

1.1.1. The Related Persons shall sign the respective Compliance Statement, as per the model attached to this policy as Exhibit I.

1.1.2. The Company shall maintain at its headquarters a list of persons signing the Compliance Statement, with their respective qualifications, positions or duties, addresses, and corporate or individual taxpayer’s identification number. The list shall always be maintained at the CVM’s disposal (CVM Instruction no. 358, article 16, paragraph 2).

II. DEFINITIONS

2.1. Controlling Shareholders: shareholder or group of shareholders bound by a shareholders’ agreement or under common control, holding the controlling power of the Company, pursuant to the provisions of the Law no. 6,404/76 and its further amendments.

2.2 Material Act or Fact: any decision of a Controlling Shareholder, resolution of a general meeting or of the Company’s administrative organs, or any other political-administrative, technical, business or economic-financial act or fact related to the Company’s business, which may affect in a considerable way:

(i) the quotation of the Securities;
(ii) the investors’ decision to buy, sell or keep Securities; and
(iii) the investors’ decision to exercise any rights inherent to their position as Securities’ holders.

2.3. Stock Exchanges: stock exchanges and/or organized over-the-counter market entities, national or foreign, where securities are accepted for trading.

2.4. Company: Santos Brasil Participações S.A.

2.5. Accredited Brokers: Securities brokers accredited by the Company for the trading of the Securities by persons subject to the present policy.

2.6. CVM: the Brazilian Securities and Exchange Commission.

2.7. Investor Relations Officer: the officer nominated by the Company’s Board of Directors, responsible for providing information to investors, to the CVM and to the Stock Exchanges, as well as for updating the registration of publicly-traded company, and who shall also be responsible for the execution and follow-up of the disclosure and trading policies set forth herein.

2.8. Inside Information: any information related to a Material Act or Fact not yet disclosed to the market, as provided for by laws or by the present instrument, to which the Related Persons have inside access by virtue of the office or position they hold.

2.9. CVM Instruction 358: CVM Instruction no. 358, of January 3, 2002, and further amendments, which provides for the disclosure and use of information about Material Acts or Facts related to publicly-traded companies, as well as about the trading of securities issued by publicly-traded companies pending a Material Fact not disclosed to the market, among other matters.

2.10. CVM Instruction 400: CVM Instruction no. 400, of December 29, 2003, and further amendments, which provides for the public offers of securities, in primary or secondary markets.

2.11. Relevant Shareholding: shareholding corresponding, direct or indirectly, to five per cent (5%) or more of type or class of shares representative of the Company’s capital stock.

2.12. Related Persons: in relation to the Company, jointly or individually, (a) Controlling Shareholders, officers, members of the board of directors, of fiscal council, and of any technical or advisory bodies, established by the Company’s Bylaws, (b) employers and officers having access to Inside Information, and (c) whomever, by virtue of their title, office or position in the Controlling Shareholders, Subsidiaries or Affiliated Companies, is aware of information related to a Material Act or Fact.

2.13. Trading Policy: policy for the trading of Securities, approved by the Company’s board of directors as provided for in the article 15 of the CVM Instruction no. 358, described herein.

2.14. Individual Investment Programs: individual plans for the acquisition of Securities filed at the Company’s headquarters, through which Related Persons have announced their intention of investing in Securities with own funds, on a long-term basis.

2.15. Affiliated Companies: companies in which the Company has an interest of ten percent (10%) or more, without controlling them.

2.16. Subsidiaries: companies in which the Company, directly or through other subsidiaries, is the holder of partner rights that entitle it, on a permanent basis, to prevail in corporate decisions and grant it the power to elect the majority of the administrators.

2.17. Compliance Statement: statement of compliance with the present policy, document to be executed as provided for by the articles 15, paragraph 1, section I, and 16, paragraph 1, of the CVM Instruction no. 358

2.18. Securities: in its wider meaning, any shares, debentures, subscription warrants, subscription receipts and rights, promissory notes, call and put options, indices and derivatives of any type, as well as any other securities or collective investment agreements issued by the Company, or related thereto, which, by legal decision, are deemed to be securities.

III. PRINCIPLES

3.1. The Related Persons shall act before the Company and any third parties, whether they are agents of the capital market or not, in compliance with this policy and with principles of loyalty, rectitude, and veracity.

3.2. The Related Persons shall always take into consideration their role in relation to society as a whole, to the Company and its employees, and to the national and foreign regulatory organs.

3.3. It is incumbent upon the Related Persons to allow the access of all investors to Relevant Acts or Facts, and the use of Inside Information in any form for their own benefit or that of third parties is prohibited.

3.4. The Related Persons shall ensure that the disclosure of information about the Company’s business or its main shareholders, if it is the case, in the national or foreign market, is done in a complete and timely way, and that it encompasses the correct and precise reality of the Material Act or Fact to be disclosed.

3.5. The Related Persons are responsible for ensuring that the disclosure of information about the Company’s equity and financial status is correct, complete, continuous and developed by the administrators in charge of that function, and also that it encompasses data about the evolution of their respective shareholding in the Company’s capital stock, as provided for in the present policy and in the regulation in force.

IV. DISCLOSURE POLICY

4.1. It is incumbent upon the Investor Relations Officer to send to the CVM, through the electronic system available on the CVM’s website, and to the Stock Exchange. any Material Act or Fact related to the Company’s business, as well as see to its widespread and immediate dissemination, simultaneously, in all the markets where such Securities are accepted for trading (CVM Instruction no. 358, article 3, caput), as provided for in item 4.4 of this Policy for Use and Disclosure of Information and Trading of Securities of Santos Brasil Participações S.A.

4.1.1. The Controlling Shareholders, officers, members of the board of directors, of the fiscal council, and of any other technical or advisory bodies, established by the Company’s Bylaws, shall inform the Investor Relations Officer of any Material Act or Fact of which they may be aware through the exercise of its functions in the Company, so that he/she proceeds according to the provisions of the present instrument (CVM Instruction no. 358, article 3, paragraph 1).

4.1.2. The aforementioned persons who verify the omission by the Investor Relations Officer in disclosing any Material Act or Fact, except when there is a decision not to disclose it, as provided for in the article 6 of the CVM Instruction no. 358, may only be exempt from their personal responsibilities if they communicate immediately the Material Act or Fact to the CVM (CVM Instruction no. 358, article 3, paragraph 2).

4.2. The Investor Relations Officer shall ensure that the disclosure of any Material Act or Fact in the manner provided for herein and in compliance with the prevailing regulations precedes or occurs simultaneously to the transmission of said Material Act of Fact by any means of communication, including press releases, or in meetings with class entities, investors, analysts or with a selected public, in Brazil or abroad (CVM Instruction no. 358, article 3, paragraph 3).

4.2.1. The meetings with class entities, investors, analysts, or with the selected public, in the country or abroad, related to a matter that may constitute Inside Information, shall rely on the presence of the Investor Relations Officer or of another person nominated for this purpose, or have its content, in what may represent Inside Information, reported to the Investor Relations Officer.

4.3. The disclosure of Material Act or Fact shall be carried out, whenever possible, before the beginning or after the closing of the transactions on the Stock Exchanges (CVM Instruction no. 358, article 5).

4.3.1. In case of impossibility of applying the present item due to an incompatibility between the negotiating hours of the national and foreign markets, the Brazilian negotiating hours shall prevail. (CVM Instruction no. 358, article 5, paragraph 1).

4.3.2. In cases in which it becomes imperative to disclose the Material Act or Fact during the Stock Exchanges negotiation hours, the Investor Relations Officer may, at the moment of disclosure, request the suspension of the negotiation of Securities in the said entities, for as long as is necessary for the adequate dissemination of the material information. The request to which this item refers shall only be taken into effect in Brazil if the suspension is also accepted by the foreign Stock Exchanges (CVM Instruction no. 358, article 5, paragraphs 2 and 3).

4.4. The disclosure of Material Acts or Facts shall be effected through an online news portal that publishes the full information in a section with free access (CVM Instruction no. 358, article 3, paragraph 4).

4.4.1. When disclosing a Material Act or Fact, the Company may opt for a summarized disclosure in an online news portal, containing the minimum elements required for its understanding. In this case, the aforementioned portal(s) shall indicate the address(es) on the Internet where the complete information is available to all investors, with content at least identical to that sent to CVM and to the Stock Exchanges (CVM Instruction no. 358, article 3, paragraph 8).

4.4.2. Changes in the communication channel used by the Company to disclose Material Acts or Facts must be preceded by: (i) an update of the material act or fact disclosure policy (CVM Instruction 358, article 16); (ii) an update of the Company’s registration form; (iii) disclosure of the change to be implemented, in the form previously used by the Company to disclose Material Acts or Facts

4.5. The disclosure of a Material Act or Fact, including in the case described in item 4.4.1. herein, must be clear and accurate, in a language investors can understand.

4.6. The Investor Relations Officer shall communicate to the CVM and to the Stock Exchanges and disclose to the market, if it is the case, any Material Act or Fact that may be disclosed abroad, due to the application of rules or regulations of the capital market’s regulatory entities or of the foreign Stock Exchanges.

4.7. The disclosure of information in operations of public offers of Securities which depends on registration with the CVM shall comply with the provisions in this section, and the offeror, immediately after deciding to carry out a public offer (except in the event of confidential preliminary analysis proceedings for registration of public distribution of Securities), shall disclose the number of Securities to be acquired or sold, their price, the payment conditions, and any other conditions which the offer is subject to (CVM Instruction no. 358, article 9, caput and paragraph 1).

4.7.1. In case the public offer is subject to the implementation of conditions, the disclosure of information shall occur whenever these conditions are verified, informing whether the offer will be kept, and under what conditions, or whether the offer will no longer be effective (CVM Instruction no. 358, article 9, paragraph 2).

4.7.2. The public offer of primary or secondary distribution of Securities shall only be disclosed when it influences considerably (i) the quotation of the Securities; (ii) the investors’ decision to buy, sell or keep Securities; or (iii) the investors’ decision to exercise any rights inherent to their condition as Securities holders (CVM Instruction no. 358, article 9, paragraph 3).

4.8. The disclosure of information in operations of sale of the Company’s share control shall respect the provisions in the present section, and the purchaser of control shall communicate to the CVM and to the Stock Exchanges, as well as disclose a Material Act or Fact, including, at least (i) the assignee’s name and qualification, as well as a short summary of their activities and the sector where they operate; (ii) the assignor’s name and qualification, including indirect ones, if it is the case; (iii) the price and payment conditions; (iv) the purpose of the acquisition; (v) number and percentage of shares purchased (vi) information about agreements or contracts regulating the voting right, or the purchase and sale of Securities; (vii) statement as to the intention or not to carry out, within a year, the cancellation of the registration as publicly-traded company; and (viii) other material information referring to future plans (CVM Instruction no. 358, article 10).

V. EXCEPTION TO AN IMMEDIATE RELEASE

5.1. The Material Acts or Facts may, exceptionally, not be disclosed if the Company’s administrators or its Controlling Shareholders understand that their disclosure will put in risk the Company’s legitimate interest (CVM Instruction no. 358, article 6, caput).

5.1.1. In the event the Material Act or Fact is pegged to operations directly involving the Controlling Shareholders and the latter decide not to disclose it, they shall inform the Investor Relations Officer.

5.1.2. The Company’s administrators and the Controlling Shareholders may submit to the CVM their decision to, exceptionally, keep secret the Material Acts or Facts whose disclosure they understand to put in patent risk the Company’s legitimate interests (CVM Instruction no. 358, article 7).

5.2. In case the information related to the Material Acts or Facts referred to in section 5.1 above escapes the control or in case there is an atypical fluctuation in the quotation, price or number of the Securities traded, such Material Acts or Facts shall be immediately disclosed, either directly, through the Company’s administrators or the Controlling Shareholders, or indirectly, by the Investor Relations Officer (CVM Instruction no. 358, article 6, sole paragraph).

VI. MAINTAINING THE CONFIDENTIALITY

6.1. The Related Persons are under the obligation to maintain the confidentiality of the Inside Information to which they have access by virtue of their title, office or position, until its disclosure to the market, as well as ensure that subordinates and third party of their trust also do it, being jointly liable in the event of the non-fulfillment of the confidentiality duty (CVM Instruction no. 358, article 8).

6.1.1. The Related Persons shall ensure that the persons who may come to provide services to the Company, including independent auditors, securities analysts, advisors and institutions comprising the distribution system, comply with the confidentiality duty.

6.2. For guidance purposes, whenever there is a doubt concerning the relevance of the Inside Information, the Related Persons shall contact the Investor Relations Officer, in order to resolve the doubt.

6.3. In the cases where the Company and/or its shareholders are involved in a public offer for distribution of Securities, projected or decided, the Related Persons shall limit, until the offer is disclosed to the market (i) the release of information related to the offer to what is necessary for its objectives, warning the recipients of the confidentiality of the information transmitted; and (ii) the use of the confidential information strictly to the purposes concerning the preparation of the offer (CVM Instruction no. 400, article 48, section I).

6.3.1. The Related Persons shall also refrain from communicating in the media about the offer or the offeror, until the publication of the “Distribution Closure Notice” (CVM Instruction no. 400, article 48, section IV).

6.3.2. As of the moment when the offer becomes public, the Related Persons shall, when disclosing information about the Company or the offer, (i) respect the principles concerning the quality, transparency and equality of access to the information; and (ii) clarify their connections with the Company or their interest in the offer, in their communications about issues involving the offer, the Company or the Securities object of the offer (CVM Instruction no. 400, article 48, section V).

6.3.3. The Company and/or its shareholders involved in the offer shall ensure the precision and conformity of any information provided to any investors, regardless of the media utilized, with the information included in the prospectuses used in the public distribution of Securities (CVM Instruction no. 400, article 49).

VII. COMMUNICATION OF THE SHAREHOLDINGS HELD BY CERTAIN RELATED PERSONS

7.1. The executive officers, members of the board of directors, of the fiscal council, and of any technical or advisory bodies, established by the Company’s Bylaws, shall communicate to the Company the number, the characteristics and the form of acquisition of the Securities and of securities issued by Controlling Shareholders or Subsidiaries, which are publicly-traded companies, or referred to them, of which they are holders, as well as any further alterations in their shareholding (CVM Instruction no. 358, article 11).

7.1.1. The communication shall also indicate the Securities that are owned by the respective spouses, partners, dependents included in their annual income statement and directly or indirectly controlled companies (CVM Instruction no. 358, article 11, paragraph 2).

7.2. The communication shall be directed to the Investor Relations Officer, and, by the latter, to the CVM and to the Stock Exchanges, as per the form attached herein as Exhibit II, within the maximum term of ten (10) days after the end of the month when the shareholding alterations are verified, or in the month in which the persons mentioned in item 7.1 of this policy are invested in their position.

7.3. The communication contemplated in this section shall be effected by the persons indicated in item 7.1 herein (i) within the maximum term of five (5) days after each trade is executed; and (ii) on the first business day after installation in the position (CVM Instruction no. 358, article 11, paragraph 4).

7.4. The information contained in item 7.1. herein must be delivered in individual and consolidated format by a Company body, and the consolidated positions will be available in the electronic Occasional and Periodic Information system – IPE.

VIII. COMMUNICATION ABOUT PURCHASE AND SALE OF RELEVANT SHAREHOLDING

8.1. The Controlling shareholders and the shareholders who elect members of the Company’s board of directors or fiscal council, as well as any individual or corporate entity, or group of persons, acting jointly or representing the same interest, who reach a Relevant Shareholding, shall send to the Company a statement, as per the form attached to this policy as Exhibit III (CVM Instruction no. 358, article 12, caput).

8.2. The person or group of persons representing the same interest, holders of relevant shareholding, are equally obliged to disclose the aforementioned statement, each time the said shareholding is raised or reduced by five percent (5%) of the type or class of shares representative of the Company’s capital stock (CVM Instruction no. 358, article 12, paragraphs 1 and 4).

8.3. The communication to the Company shall be sent immediately after the Relevant Shareholding is reached.

8.4. It is incumbent upon the Investor Relations Officer to transmit the information contained in the Company’s notices to the CVM and the Stock Exchange as soon as it is received, as well as to ensure that the corresponding section of the Reference Form is duly updated through the electronic Occasional and Periodic Information system – IPE

8.5. In cases when the acquisition results in or is aimed at changing the Company’s control or management structure, and in cases in which the acquisition generates an obligation to conduct a public tender offer, as provided for in the applicable regulations, the acquirer must also disclose a notice to the market containing the information in Exhibit III hereto through publication in the wide-circulation newspapers normally used by the Company (CVM Instruction no. 358, article 12, paragraph 5).

IX. TRADING POLICY

9.1. With the purpose of ensuring appropriate standards of trading with Securities and with securities issued by the Subsidiaries which are publicly-traded companies, a system shall be adopted according to which all trading by the Company itself and by the Related Persons shall only be carried out via Accredited Brokers, as per the list sent to the CVM, to whom the due updating shall be communicated.

9.2. The Company, the Subsidiaries, and the Related Persons shall abstain from trading with Securities in every period when, as per communication of the Investor Relations Officer, a non-negotiation is determined (Black-out Period). The Investor Relations Officer is not obliged to motivate the decision to determine the Black-out Period, which shall be decided confidentially by its recipients.

9.3. The Related Persons shall abstain from trading the Securities they possess: (a) before the disclosure to the market of a Material Act or Fact (CVM Instruction 358, article 13, caput); (b) within fifteen (15) days prior to the disclosure of the Company’s Quarterly Information and Standardized Financial Statements, except in the cases provided for in item 9.8 herein (CVM Instruction no. 358, article 13, paragraph 4); (c) in the period between the decision made by the relevant social organ of increasing or reducing the capital stock, of distributing dividends or bonus in shares or of issuing other Securities, and the publication of the respective notices or announcements; (d) until the publication of the “Distribution Closure Notice”, in cases where the Company and/or its shareholders are involved in a public offer for distribution of Securities, projected or decided, except in the cases contemplated in the provisions of the CVM Instruction no. 400 (CVM Instruction no. 400, article 48, section II).

9.3.1. The same prohibition shall prevail, until the disclosure of the respective Material Act or Fact, whenever (i) the purchase of sale of shares issued by the Company by the Company itself, by its Subsidiaries, by its Affiliated Companies or by another company under common control is in progress, or when an option or power of attorney is granted for that purpose; or (ii) there is the intention of promoting a merger, a total or partial spin-off, or a corporate restructuring of the Company (CVM Instruction no. 358, article 13, paragraph 3).

9.3.2. The prohibition referred to in item 9.3.1. (i) above applies to the operations with Securities carried out by the Related Persons, exclusively in the periods when the Company itself intends to negotiate with Securities. For this purpose, the Accredited Brokers are instructed by the Investor Relations Officer to not Record operations in such periods.

9.4. The prohibition to trade with Securities before the disclosure of a Material Act or Fact shall also apply (i) to any persons who are aware of this information, especially those persons who have a commercial relationship with the Company, including Independent Auditors, securities analysts, advisors and institutions comprising the distribution system (CVM Instruction no. 358, article 13, paragraph 1); and (ii) to the members of councils and executive officers who remove from the Company’s administration before the public disclosure of a Material Act or Fact related to the business or fact arisen during their term of office, the prohibition being extended, in that case, for the period of six (6) months after their removal from office (CVM Instruction no. 358, article 13, paragraph 2).

9.5. The prohibition to trade with Securities before the disclosure of a Material Act or Fact does not apply to the purchase of shares which are held in treasury, through private trade, due to the exercise of call option according to the plan of grant of call option of the Company’s shares (CVM Instruction no. 358, article 13, paragraph 6).

9.6. In the event of the prohibitions provided for in the sections above, even after the disclosure of a Material Act or Fact, the trading prohibition shall continue to prevail, in case such trading may – at the Company’s discretion – interfere in the conditions of the negotiation with Securities, so as to incur in loss for the Company itself or its shareholders (CVM Instruction no. 358, article 13, paragraph 5); this additional restriction shall be communicated to the Investor Relations Officer.

9.7. While the respective operation is not disclosed through the publication of a Material Fact, it is prohibited to the Company’s relevant organs to deliberate on the purchase or sale of shares issued by the Company: (i) in case any agreement or contract has been celebrated related to the transference of the Company’s share control, or if an option or power of attorney has been granted for the same purpose; or (ii) if there is the intention of promoting a merger, spin-off, transformation or corporate restructuring of the Company (CVM Instruction no. 358, article 14).

9.7.1. In the event that, after the approval of the repurchase program, a fact occurs that fits into any of the hypotheses above, the Company shall immediately suspend the operations with Securities until the disclosure of the respective Material Act or Fact.

9.8. The acquisition of shares issued by the Company, as well as by its subsidiaries and affiliated companies, is permitted within fifteen (15) days prior to the disclosure of the Quarterly Information and the Standardized Financial Statements by members of the Board of Directors, Board of Executive Officers, Fiscal Council and any of the Company’s technical and advisory bodies, created by statutory provisions, through the investment plan approved by the Company, provided that: (i) the Company has approved a schedule defining specific dates for the disclosure of the Quarterly Information and Standardized Financial Statements; (ii) the investment plan establishes: (a) its participants’ irrevocable commitment to investing the amounts previously established, on the dates agreed upon therein; (b) the impossibility of adhering to the plan pending disclosure of an undisclosed material fact and within fifteen (15) days prior to the disclosure of the Quarterly Information and Standardized Financial Statements; (c) the obligation to extend the purchase commitment, even beyond the end of the period previously established for the participant’s adherence to the plan pending disclosure of an undisclosed material fact and within fifteen (15) days prior to the disclosure of the Quarterly Information and Standardized Financial Statements; and (d) the participants’ obligation to revert to the Company any losses avoided or gains recorded in trades with shares issued by the Company, arising from changes in the disclosure dates of the Quarterly Information and Standardized Financial Statements, which are calculated through reasonable criteria defined by the plan (CVM Instruction 358, article 15, paragraph 3).

X. INDIVIDUAL INVESTMENT PROGRAMS

10.1. The restrictions to trading provided for in section IX above do not apply to the Company itself and to the Related Persons, as from the date of execution of the Compliance Statement (CVM Instruction no. 358, article 13, paragraph 7), when they carry out operations within the scope of the Trading Policy.

10.2. In order to take advantage of the benefit established herein pursuant to the CVM regulations, the Company’s and Related Persons trading, within the scope of the Trading Policy, shall be carried out in the form of long-term investment, meeting at least one of the following requirements:

(i) subscription or purchase of shares as through the exercise of options granted in the shape of the Company’s shares call option grant plan;
(ii) execution, by the Company, of the purchases that are object of the program of repurchase of shares for cancellation or maintenance in treasury;
(iii) application of the variable compensation, received as profit share, in the acquisition of Securities; and
(iv) execution of the Individual Investment Programs by the Related Persons.

10.2.1. For that purpose, the Individual Investment Program shall have been filed for over thirty (30) days with the Investor Relations Officer, indicating, the approximate volume of funds that the interested party intends to invest, or the number of Securities they wish to acquire, within the expiration date of the Individual Investment Program established by the interested party, of at least twelve (12) months, at the end of which the interested party shall present a succinct report about the respective development.

10.2.2. Except in cases of force majeure, duly justified in writing, the Securities acquired based on the Individual Investment Program shall not be sold before ninety (90) days from the date of the acquisition.

10.2.3. The restriction of the aforementioned thirty(30)-day term shall not prevail for the first Individual Investment Program recorded after the present policy comes into force.

10.3. Under no circumstances may the Company and the Related Persons trade Securities in the fifteen(15)-day period prior to the disclosure of the Company’s Quarterly Information and Financial Statements (CVM Instruction no. 358, article 13, paragraph 4), and the Individual Investment Programs shall strictly comply with this restriction.

10.3.1. Accredited Brokers shall be instructed by the Company, (and they shall accept this instruction in writing), to not record operations of the Related Persons fifteen (15) days before the disclosure or publication of this periodic information or of the Company’s Financial Statements.

XI. PENALTIES

11.1. Without prejudice to the appropriate sanctions due to nonfulfillment of the legislation in force, the Company’s Board of Directors may determine additional penalties to the Related Persons who do not comply with the present policy, taking into consideration the severity of the breach and the loss eventually caused to the Company or to the market at large.

XII. GENERAL PROVISIONS

12.1. The communication prohibitions and obligations of the trading ruled in this policy apply to the trading carried out directly or indirectly by the Related Persons, even in the cases where the trading is conducted via (i) a company controlled by them, or (ii) a third party, with whom a trust, or portfolio or share management agreement is executed (CVM Instruction no. 358, article 20, section II).

12.1.1. Trading carried out by investment funds in which Related Persons are quota holders shall not be considered indirect trading, as long as (i) the investment funds are not exclusive, and (ii) the investment fund administrator’s trading decisions cannot be influenced by the quota holders (CVM Instruction no. 358, article 20, sole paragraph).

12.2. The Securities trading control procedures shall be audited annually, on the same occasion when the Annual Financial Statements are audited, by an independent company registered in the CVM, after which the said company shall issue a qualified report attesting to the control procedure implementation. The results and reports resulting from the audit shall be sent to the CVM.

12.3. Pursuant to the provisions in the article 17, paragraph 3, of the CVM Instruction no. 358, the Investor Relations Officer will be responsible for the execution and follow-up of the present policy.

12.4. Any amendment to the present policy shall have to be approved by the Company’s Board of Directors and communicated to the CVM and to the Stock Exchanges.

12.4.1. The Trading Policy set forth herein shall not be amended pending disclosure of a Material Act or Fact (CVM Instruction no. 358, article 15, paragraph 1).

12.5. The compliance with the present policy (i) does not exempt the Related Persons from any other obligations imposed by the CVM or by any other law or regulation, and (ii) does not suppress the responsibility, arising from legal and regulatory statute of limitations, attributed to third parties not directly related to the Company and who are aware of a Material Act or Fact who may come to trade with Securities.

São Paulo, […][…], 2014.

Santos Brasil Participações S.A.


 

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