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.