CNPJ nº 56.720.428/0014-88
PUBLICLY HELD COMPANY
DISCLOSURE AND USE OF MATERIAL INFORMATION AND CONFIDENTIALITY POLICY (“Disclosure Policy”)
This Disclosure Policy, prepared in accordance with Brazilian Securities Commission (“CVM”) Instruction 358, of January 3, 2002, as amended by CVM Instructions 369, of June 11, 2002, 449, of March 15, 2007, and 547, of February 5, 2014, and the Regulation attached to Adoption of Enhanced Corporate Governance Practices Agreement (Novo Mercado), entered into by the Company with the São Paulo Stock, Commodities and Futures Exchange (“BM&FBOVESPA”), on March 23, 2007, aims at establishing the rules and guidelines that must be observed to disclose events that take place within or are related to Romi and which, for their characteristics, can be construed as material for the stock market.
Any doubts about the provisions of this Disclosure Policy, the applicable regulation issued by the CVM, and/or on the need to disclose or not certain information to the public must be clarified together with Romi’s Investor Relations Officer.
This Disclosure Policy shall apply for the purposes provided for hereby, to (i) Romi’s controlling shareholders, (ii) the Management; (iii) the members of the Advisory Board and the Supervisory Board, when these Boards are in place; (iv) any bodies with technical or advisory roles, created under the bylaws; (v) Romi’s parent companies, subsidiaries, or associates; (vi) Romi’s managers and employees with access to information that can potentially result in a material event or fact; and (vii) other persons Romi sees fit to sign the Non-disclosure Agreement (“Related Parties”).
3. DEFINITION OF MATERIAL EVENT OR FACT
A material event is defined as any decisions by a controlling shareholder, general shareholders’ meetings, member of management of a publicly-held company, as well as any other actions or facts of a policy, administrative, technical, business or financial nature related to the relevant business that may significantly influence:
i. the market price of the securities issued by a publicly-held company or backed thereby;
ii. the investors’ decisions to buy, sell, or retain those securities;
iii. the investors’ decisions to exercise any rights inherent to titleholders of securities issued by the by the relevant corporation or backed on them. In light of the definition above, material events or facts could include, but are not limited to:
a. execution of an agreement or contract for the transfer of the company’s share control, even if under suspensive or resolutory conditions;
b. changes in the control of the company, including by entering into, amendments to, or termination of a shareholder agreement;
c. entering into, amendments to, or termination of a shareholder agreement to which the company is party or are an intermediary, or which has been registered in the company’s relevant book;
d. admission or withdrawal of a shareholder who has entered into an operating, financial, technological or administrative agreement or collaboration;
e. authorization for trading company securities in any domestic or foreign market;
f. decision to delist the company;
g. combination, merger or spin-off involving the company or related companies;
h. transformation or winding-up of the company;
i. changes in the company’s equity;
j. changes in the company’s accounting criteria;
k. debt restructuring;
l. approval of a stock option plan;
m. changes of the rights and privileges of the securities issued by the company;
n. stock splits, reverse splits or awarding of share bonuses;
o. buyback of shares into treasury or cancellation and sale of bought-back shares;
p. company profits or losses and distribution of cash dividends;
q. entering into or termination of an agreement, or failure to reach an agreement when expected execution is of public knowledge;
r. approval, change, or abandonment of a project or delays in its implementation;
s. starting, resuming or suspending the manufacturing or sale of goods or the provision of a service;
t. discovery, change or development of proprietary technology or resources;
u. change of previously disclosed company projections;
v. filing for composition with creditors, bankruptcy, or any lawsuit that could affect the company’s financial position.
4. ROLES AND RESPONSIBILITIES OF THE INVESTOR RELATIONS OFFICER
The Investor Relations Officer is responsible for:
a. disclosing and reporting to the CVM and BM&FBovespa any Material Event or Fact, immediately after becoming aware and analyzing it, that has occurred in or is related to the company;
b. disclosing to the CVM and BM&FBovespa any Notice to the Market in any situation he or she deems necessary;
c. ensuring the broad and immediate dissemination of any Material Event or Fact concurrently on all markets where the company’s securities are listed for trading;
d. providing to competent authorities, when duly requested, any further clarifications to the Material Event or Fact or Notice to the Market ;
e. ensuring that the disclosure of a material event or fact, as provided for by this Disclosure Policy, precedes or is made concurrently with the disclosure of such information in any media, including press releases, or in meetings with trade associations, investors, analysts, or selected stakeholders, in Brazil or abroad.
Related Parties are responsible for keeping the company’s Investor Relations Officer fully informed about the Company’s business and significant events that may be deemed a Material Event or Fact.
If Related Parties become personally aware of a material event or fact, and verify an omission on the part of the Investor Relations Officer with regard to the compliance with his or her reporting and disclosure responsibilities, they shall be exempt from responsibility only if they immediately report such material event or fact to the CVM.
5. COMMUNICATION CHANNELS USED BY THE ISSUER
The disclosure of a material event or fact can be made through the following channel:
i. on the world wide web page, on the Valor Econômico newspaper news portal www.valor.com.br/fatosrelevantes;
ii. on the Company’s investor relations, BM&FBOVESPA, the CVM websites, as permitted by CVM Instruction 547/2014, which amends CVM Instruction 358/2002.
Notwithstanding the disclosure of a material event or fact via the aforementioned communication channels, any material fact can also be published in large circulation newspapers, in summarized form, indicating the web pages where the complete information will be available to all investors, with the same content as the information sent to the CVM and BM&FBOVESPA.
The change in the disclosure channel of the material event or fact can only be made after: (1) the updating of this Disclosure Policy as decided by the Company’s Board of Directors; (2) the updating of the Company’s registration form; and (3) disclosure of change of communication channel to announce a material event or fact, until then used by the Company to disclose its material facts.
6. EXCEPTION TO IMMEDIATE DISCLOSURE
Material events or facts may, exceptionally, not be disclosed if the controlling shareholders or the directors or officers believe that their disclosure will put a company’s legitimate interest at risk.
The controlling shareholders or the directors or officers are required to, through the Investor Relations Officer, immediately disclose the material fact or event, in the case information becomes public or if there is an atypical oscillation in the quotation, price, or negotiated quantities of the securities issued by publicly-held companies or those related to them.
7. DUTY OF NONDISCLOSURE
The Related Parties have the duty of keeping confidentiality of the information related to the material event or fact to which they have access as insiders due to their job or position, until such information is disclosed to the market, and to ensure that their subordinates and third parties of their trust also keep the information confidential, and they shall be jointly and severally liable for any event of noncompliance.
8. SUSPENSION OF TRADING
The Material Event or Fact must preferably be disclosed before the beginning or after the close of trading on BM&FBOVESPA. If the Company’s securities are traded simultaneously in different countries, the disclosure will be made according to the BM&FBOVESPA opening and closing times.
If it is crucial that the disclosure of Material Event or Fact takes place during trading hours, the Investor Relations Officer can request the suspension of trading of Company securities or backed thereby, on BM&FBOVESPA, for a period of time considered necessary to the appropriate dissemination of the Material Event or Fact.
9. INTERNAL PROCEDURES
In order to regulate the information that could possibly be released to the press, market analysts, companies and persons related to the capital markets and third parties, which could be identified as Material Facts, the possibly contacted employee shall consult his or her superior, who will forward or not the matter to the Department’s officer.
If the information is released, it will be sent to the Investor Relations Officer for knowledge and actions.
10. APPROVAL, EFFECTIVENESS AND AMENDMENTS
This Disclosure Policy was approved by Romi’s Board of Directors at the meeting held on April 28, 2015 and shall remain effective for an indefinite period, until otherwise decided.
Any improvement of or amendment to the provisions of the Disclosure Policy shall only be effective if approved by the Board of Directors and, therefore, it cannot be improved or amended before the disclosure of a Material Event or Fact not yet disclosed by the Company, and must be reported to the CVM and BM&FBOVESPA.
Santa Bárbara d’Oeste, April 28, 2015
to the Disclosure and Use of Material Information and Confidentiality Policy of Romi S.A.
Statement of Acceptance Template
DISCLOSURE AND USE OF MATERIAL INFORMATION AND CONFIDENTIALITY POLICY
STATEMENT OF ACCEPTANCE
I, [name and qualification], [position or title], hereby DECLARE that I am aware of the terms and conditions of the Disclosure and Use of Material Information and Confidentiality Policy of Romi S.A., prepared in accordance with CVM Instruction 358/2002 and approved by the Board of Directors on [date].
I hereby document my acceptance to said policy and I agree to disclose its purposes and comply with all its terms and conditions.
I also DECLARE, that I am aware that the noncompliance with the provision of CVM Instruction 358, which governs the subject matter of the Disclosure and Use of Material Information and Confidentiality Policy constitutes a serious offense, as defined in Article 11, 3, of Law 6,385/76.
Santa Bárbara d’Oeste, [date]
[name – signature]