1. The terms listed in Annex II to this Trading Policy, when begun with a capital letter in this Trading Policy, have the meanings attributed to them in said Annex.
2. The Term of Commitment to this Trading Policy (in accordance with Annex I) must be signed by the Company’s direct or indirect controlling shareholders, its executive officers, members of the Board of Directors, of the Audit Commitee and of any other technical or advisory body created under the Bylaws, managers and employees, subsidiaries and/or jointly controlled companies and their respective controlling shareholders, administration and technical or advisory bodies, service providers and other professionals at the Company who have access to Material Information, as well as any other person the Company deems necessary or convenient, who in the process become Related Persons for the purposes provided for herein. The provisions of this Trading Policy also apply to cases in which trades are carried out by Related Persons for their direct and/or indirect benefit, through, for example: (i) a company directly or indirectly controlled by them; (ii) third parties with which management or trust agreements are entered into; (iii) proxies or agents; (iv) spouses from whom they are not legally separated, legal partners and any dependant included in the respective annual income tax return.
3. The Company must maintain at its head offices a record of the Related Persons and respective information, including position or duties, address and inscription number in the roll of individual and/or corporate taxpayers, updating this information when any changes occur.
4. The objective of this Trading Policy is to establish rules that must be observed by Related Persons and the Company, seeking transparent and ordered trading in the Securities issued by the Company and avoiding any inappropriate use of Material Information. The Company’s Trading Policy was prepared in accordance with CVM Instruction 358/2002.
5. Any questions regarding the provisions included in this Trading Policy should be directed to the Company’s Investor Relations Officer.
6. Pursuant to CVM Instruction 358/2002, trading by the Company or Related Persons in Securities issued by the Company is prohibited prior to the disclosure to the market of any Material Information. Trading is also prohibited before the disclosure to the market of any Material Information: (i) if there is any intent to carry out an incorporation, partial or total spin-off, merger, transformation or ownership restructuring; and (ii) with regard to Related Persons, during the period between the Board of Directors‘ resolution authorizing the purchase or sale of shares issued by the Company, its subsidiaries, associated companies or other jointly controlled companies and the disclosure to the market of the respective Material Information. Within the scope of a public offer of Securities and pursuant to Article 48 of CVM Instruction 400/2003, Related Persons must abstain from trading Securities issued by the Company until the publication of the announcement closing the offer.
7. Related Persons also may not trade Securities issued by the Company within the period of 15 (fifteen) calendar days prior to the disclosure of the Company’s quarterly (ITR) and annual (DFP) earnings, subject to the provisions of Paragraph 3, Article 15 of CVM Instruction 358/2002.
8. Related Persons who leave the Company prior to the disclosure of any Material Information generated during their management at the Company may not trade the Securities issued by the Company: (i) within a period of 6 (six) months after their termination; or (ii) until the Company’s disclosure to the market of the Material Information.
9. In the event an agreement or contract is entered into for the purpose of transferring the respective controlling interest, or if any option or proxy is granted for the same purpose or if there is any intent to carry out an incorporation, partial or total spin-off, merger, transformation or ownership restructuring, the Company’s Board of Directors may not resolve on any purchase or sale of shares issued by the Company until said transaction is made public through the publication of a material fact notice.
10. The prohibition on trading in the Securities issued by the Company will no longer have effect once the Company discloses to the market the respective Material Information. However, said prohibitions will remain in effect even after the disclosure of the Material Information if trading by Related Persons in the Securities could interfere, with prejudice to the Company or its shareholders, with the act or fact associated with the Material Information.
11. Pursuant to CVM Instruction 358/2002, Related Persons may trade Securities issued by the Company during the period referred to in item 7 above (blackout period) provided said trades demonstrate at least one of the following characteristics: (i) acquisition of shares held in treasury through a private trade resulting from the exercise of stock options under the scope of a stock option plan approved by a general meeting of shareholders; or (ii) trading by Related Persons in Securities for the purpose of long-term investment, in which case said investments may not be sold within 90 (ninety) days from their acquisition date.
12. The restrictions in this Trading Policy do not apply to trades executed by investment funds in which the Related Persons are investors, provided said funds are not exclusive investment funds or investment funds in which the trading decisions taken by the portfolio administrator or manager are influenced by the Related Persons.
13. Related Persons responsible for breaching any provision in this Trading Policy are hereby liable for compensating, fully and without limit, the Company and/or other Related Persons for all losses incurred by the Company and/or other Related Persons resulting directly or indirectly from said breach.
14. Any amendments to this Trading Policy must be approved by the Company’s Board of Directors and notified to the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários – “CVM”) and to the stock exchanges. The Trading Policy may not be amended pending any disclosure of Material Information.
By this instrument, [include name and details], resident and domiciled at [address], inscribed in the roll of Individual Taxpayers (CPF/MF) under no. […] and bearer of Identification Document (RG) no. […] [issuing authority], hereinafter “Declarant”, as the [indicate the position, duty or connection with the Company] of EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A., a corporation with head offices at Alameda Jauaperi, 299, inscribed in the roll of Corporate Taxpayers (CNPJ/MF) under no. 08.312.229/0001-73, in the city and state of São Paulo, hereinafter “Company”, hereby, through this Term of Commitment, declares to be fully knowledgeable of the rules included in the Policy for Trading in Securities Issued by the Company, as well as the rules for securities trading provided for in CVM Instruction 358/2002, pledging to fully comply with said provisions. The Declarant signs this Term of Commitment in 3 (three) counterparts of equal content and form in the presence of the 2 (two) witnesses signing below.
[include venue and date of signature]
[include Declarant’s name]
Stock Exchanges – Means the São Paulo Stock Exchange (BOVESPA) and any other stock exchange or organized trading market on which the Company is listed.
Company – Means EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A.
Board of Directors – Means the Company’s Board of Directors.
Audit Commitee – Means the Company’s Audit Commitee, whenever installed.
CVM – Means the Securities and Exchange Commission of Brazil (Comissão de Valores Mobiliários).
Investor Relations Officer – Means the Company’s officer elected to perform the duties provided for under CVM rules and regulations.
Material Information – Means any decision by a controlling shareholder, any resolution by a general meeting of shareholders or management body of the Company or any other act or fact of a political-administrative, technical, transactional or economic and financial nature occurring or related to the Company’s business that may considerably influence (i) the market price of the Security; (ii) the decision of investors to purchase, sell or hold the Securities; or (iii) the decision of investors to exercise any rights inherent to the ownership of the Security. A list of examples of situations that may constitute Material Information may be found in Article 2 of CVM Instruction 358/2002.
Related Persons – Means the Company, its direct or indirect controlling shareholders, executive officers, members of the Board of Directors, of the Audit Commitee and of any other technical or advisory body created under the Bylaws, managers and employees, subsidiaries and/or jointly controlled and respective controlling shareholders, management and members of technical or advisory bodies, service providers and other professionals who have expressly committed to this Trading Policy and are bound to its rules.
Trading Policy – Means the Policy for Trading in Securities Issued by the Company.
Term of Commitment – Means the formal instrument signed by Related Persons and acknowledged by the Company, through which the former declare their knowledge of the rules included in the Trading Policy and undertake to comply with them and oversee their compliance by persons under their influence, including subsidiaries, affiliated or jointly controlled companies, spouses and direct or indirect dependants.
Securities – Mean shares, debentures, warrants, subscription receipts and rights and promissory notes issued by the Company and any derivative instrument for which the underlying asset is any of these Securities.