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).