1.1. A THE POLICY establishes guidelines and procedures to be observed for the disclosure of relevant actions or facts and for maintaining confidentiality of information yet to be released under the terms of CVM Instruction No. 358 of January 3, 2002 with the aim of providing the competent bodies and the market with full and timely information concerning relevant actions and facts related to the company, as defined in sub-item 2.1, to ensure equality and transparency of this disclosure for all interested parties, without prioritizing some to the detriment of others.
Disclosure Committee
1.2. The Disclosure Committee is hereby constituted and its duties in relation to the POLICY are: a)to advise the Officer for Investor Relations; b) to constantly evaluate and update and propose pertinent alterations; c) to decide on issues arising from interpretation of its text; d) to determine the actions required for its disclosure and dissemination, including in relation to the employees of the company; e) to analyze in advance the content of official press releases, meetings with investors and analysts (road shows), teleconferences and public presentations that contain information relevant to the company; f) to regulate adhesions; g) to investigate and decide on cases of violation; h) to analyze official questions posed by the regulatory and self -regulatory bodies and draft the corresponding answers; i) to propose solutions for cases of omissions or exceptions.
1.2.1. In addition to the Officer for Investor Relations, the Disclosure Committee will comprise the President and Officer for Marketing, and will meet whenever summoned by any of its members.
2. CONCEPT OF RELEVANT ACTION OR FACT
Relevant action or fact
2.1. A relevant action or fact is defined as any decision taken by the controlling shareholder, resolution of the general meeting or the company's management bodies, or any other action or fact of an administrative or policy character, technical, business or economic-financial occurred or related to its dealings, that may reasonably affect the following:
2.1.1. quotations of securities issued by the company or referenced thereto; 2.1.2. quotations of securities issued by the company or referenced thereto; 2.1.3. investors' decisions to exercise any rights inherent to their capacity of owner of securities issued by the company or referenced thereto.
Examples of relevant actions or facts
2.2. Examples of relevant actions or facts, as long as they may lead to any of the above effects, including the following: 2.2.1. signing of agreement or contract for transfer of stock control of the company, including under a suspensive or resolutory condition; 2.2.2. change in control of the company, including through execution, alteration or rescission of shareholders' agreement; 2.2.3. execution, alteration or rescission of shareholders' agreement to which the company is a party or in which it intervenes, or which has been registered in the company's specific book; 2.2.4. entry or departure of a shareholder involved in operational, financial, technological or administrative contract or collaboration with the company; 2.2.5. authorization for trading in securities issued by the company on any local or international market; 2.2.6. decision to seek cancellation of the company's registration; 2.2.7. merger, consolidation or spin-off involving the company or associated companies; 2.2.8. change in the composition of the company's assets; 2.2.9. acquisition or disposal of relevant investment; 2.2.10. transformation or dissolution of the company; 2.2.11. change of accounting criteria adopted by the company that may significantly alter the earnings or equity of the company; 2.2.12. renegotiation of debts; 2.2.13. approval of plan granting share purchase option; 2.2.14. alteration of rights or advantages of the securities issued by the company; 2.2.15. splitting or grouping shares or attribution of share dividends;
2.2.16. acquisition of shares of the company to be held in treasury or for cancellation, and transfer of shares acquired in this way; 2.2.17. profit or loss of the company and attribution of earnings in money; 2.2.18. execution or extinction of contract or failure to fulfill it, when the expectation of its materializing is of public knowledge; 2.2.19. approval, alteration or cessation of project or delay in its implementation; 2.2.20. starting, restarting or stopping manufacture or sale of a product or provision of services; 2.2.21. discovery, change or development of the company's technology or resources; 2.2.22. modification of projections disclosed by the company; 2.2.23. application for, filing for or admission of bankruptcy, or bringing a legal action that may affect the economic-financial situation of the company.
3. DUTIES AND RESPONSIBILITIES IN DISCLOSING RELEVANT ACTIONS OR FACTS
Duties and responsibilities of Investor Relations Director
3.1. The Officer for Investor Relations is charged with:
3.1.1. disclosing and releasing to the markets and competent bodies (sub-item 4.3 "a") any relevant action or fact that has occurred or is related to the dealings of the company;
3.1.2. to strive for broad and immediate dissemination of the relevant actions or facts;
3.1.3. to disclose the relevant actions or facts simultaneously to all markets in which securities issued by the company are admitted for trading;
3.1.4. to provide the competent bodies, when so required, with additional explanations in relation to the disclosure of relevant action or fact;
3.1.5. to inquire of persons who have access to relevant actions or facts, in the event of the previous sub-item or if there is an atypical oscillation in the quotation, price or trading volume of securities issued by the company or referenced thereto, with the aim of finding whether these persons have knowledge of information that should be disclosed to the market.
Persons bound
3.2. Persons bound for the purposes of the company:
a)(i) its controlling shareholders, direct or indirect, officers, Board of Directors and Audit Committee members and members of any bodies with technical or advisory functions created by the by-laws; (ii) the corresponding persons in its controlling, subsidiary or affiliated companies;
b) employees of the company, or of its controlling, subsidiary or affiliated companies who enjoy privileged access to any relevant information due to their job, function or position occupied; relavante;
c) any other person who, due to any circumstance, may have knowledge of relevant information, such as consultants, independent auditors, rating company analysts and advisors.
Duties and responsability of persons bound
3.3. Persons bound referred to in letter ?a) (i) " of sub-item 3.2 and only they shall:
3.3.1. notify the Officer for Investor Relations or, in the latter's absence, the President of the company, of relevant actions or facts that they may have knowledge of;
3.3.2. notify the CVM, after hearing the Disclosure Committee, of relevant actions or facts of which they have personal knowledge in the event of the Officer for Investor Relations being omissive in the execution of his/her duty to disclose or report.
Dutie Confidentiality
3.4. As pessoas vinculadas deverão manter sigilo das informações relativas a ato ou fato relevante, até a sua divulgação ao mercado, nos termos do subitem 5.2.
3.4.1. Persons bound who inadvertedly communicate a relevant action or fact to any person not bound, before its disclosure to the market, will immediately report the improper communication to the Officer for Investor Relations so that the latter may take the appropriate measures.
Earnings Forecasts
3.5. The company shall not disclose earnings forecasts.
Market expectations
3.5.1. The company may make announcements in relation to earnings on its website at www.itautec.com.br without validating market expectations.
3.5.2. The Investor Relations Department may previously check the content of analysts' reports in order to avoid conveying incorrect or imprecise data or information in the public domain.
4. PROCEDURE FOR DRAFTING AND DISCLOSURE OF RELEVANT ACTIONS OR FACTS
A) Drafting procedure
Bodies taking part
4.1. The document disclosing a relevant action or fact will be drafted by the Disclosure Committee, which may request the participation of the Departments involved in the operation or transaction that led to the relevant action or fact in question.
Standard disclosure document
4.2. The document disclosing the relevant action or fact should be clear and precise and use language accessible to the investing public.
B) Disclosure procedure
Addresses of disclosureand responsible bodies
4.3. The Investor Relations Department will disclose the relevant action or fact as a priority and simultaneously: a) to the CVM, through its site, BOVESPA and, if applicable, the other stock exchanges and entities of the organized over the counter market;
b) to the market as a whole, in the manner designated by sub-item 4.9.
4.3.1. After this disclosure, the Department of Investor Relations may disclose to the market the relevant actions or facts by electronic mail and posting in the website
4.4. The relevant actions or facts transmitted by any means of communication or in meetings with trade bodies, investors, analysts or selected audiences, in Brazil or abroad, must be disclosed simultaneously to the market(s) in which the securities issued by the company are admitted for trading (sub-item 3.1.3).
Time of disclosure
4.5. The disclosure of the relevant actions or facts should take place, whenever possible, before the start or after the closure of trading on the stock exchanges and entities of the organized over the counter market in which the securities issued by the company are admitted for trading.
4.5.1. In the event of the securities of the company being admitted for simultaneous trading on markets in different countries, whose schedules at the start and close of trading are incompatible, the prevailing time, for the purposes of application of sub-item 4.5, shall be the trading schedule of the Brazilian market.
Suspension of trading
4.6. Should it be imperative that the disclosure of the relevant actions or facts take place during trading hours, the Officer for Investor Relations shall in all cases make a request simultaneously to the stock exchanges and organized, local or international entities of the over the counter market, for suspension of trading in the securities issued by the company, or referenced thereto, for the period of time required for the appropriate dissemination of the relevant information.
Cases of non-disclosure of relevant action or fact
4.7. Relevant actions or facts may exceptionally not be disclosed if the controlling shareholders or officers believe that revealing the actions or facts will put the legitimate interests of the company at risk.
Immediate disclosure
4.7.1. The Officer for Investor Relations shall immediately disclose the relevant actions or facts mentioned in sub-item 4.7 if the relevant information is no longer under control, if there is atypical oscillation in quotations, prices or trading volumes of securities issued by the company or referenced thereto, or if the CVM decides for disclosure.
4.7.1.1. When applicable, the Officer for Investor Relations shall provide explanations to stock exchanges as required.
Rumors
4.8. The company will not announce its opinion in relation to rumors in the market unless they have a significant effect on quotations of its stock.
Ways and means of disclosure
4.9. Disclosure to the market as required by the law shall take place by publication in widely circulated newspapers habitually used by the company and in the Official Gazette of the State.
4.9.1. In addition, the company may disclose the relevant actions or facts by the following means: a) the worldwide computer network (Internet), on the website www.itautec.com.br; b) electronic mail; c) teleconference; d) public meeting with trade associations, investors, analysts or interested audiences in the country or abroad; e) press releases; f) the broadcasting media used by the market.
4.9.2. Disclosure by publication in newspapers (sub-item 4.9) may be done on a reduced scale, as long as the location on the world computer network - Internet is indicated where full information will be available to the interested public, with the contents being at the least the same as those sent to the bodies referred to in sub-item "a" of sub-item 4.3.
4.9.3. The relevant actions or facts shall be made known internally for the information of all employees
Person authorized as spokesman in relation to content of relevant actions or facts
4.10. Only the Officer for Investor Relations, or persons indicated by him or, in the absence of the latter, persons indicated by the President of the company, shall be authorized to comment on, explain or provide details of the content of the relevant actions or facts.
5. MECHANISMS FOR CONTROLLING CONFIDENTIALITY OF INFORMATION RELATED TO RELEVANT ACTIONS OR FACTS
Subjective
5.1. Mechanisms for controlling confidentiality of information related to relevant actions or facts (Relevant Information) aim to provide effective conservation of confidentiality of this information until the time of release to competent bodies and the market.
Duty of confidentiality
5.2. Persons bound (sub-item 3.2) should maintain the confidentiality of Relevant Information until release and strive to maintain this confidentiality.
5.2.1. Persons bound leaving the company, or no longer involved in business or projects related to Relevant Information, will remain subject to the duty of confidentiality until such time as this information is released to the appropriate bodies (sub-item 4.3, "a") and the market.
Subjective control mechanisms
5.3. Persons bound to the company (sub-item 3.2) shall adhere to the POLICY by signing the appropriate instrument of adhesion (annex 1) on being hired, selected, promoted or transferred, and this instrument will state their knowledge of the terms of the POLICY and assume the obligation to observe them.
5.3.1. The Disclosure Committee will designate the positions subject to adhesion in each Department of the company.
5.3.2. Departments or Areas responsible for an operation or transaction that may give rise to a relevant action or fact will designate the other employees and third parties who should adhere to the POLICY.
5.3.3. Adhesions should take place subsequent to the internal disclosure of this POLICY.
5.3.4. The Department of Investor Relations will arrange for adhesions of members of elective positions according to the by-laws and the controlling shareholders and all other people involved with the relevant actions or facts.
5.3.5. The Investor Relations Department will keep a centralized and updated record of all persons adhering to the POLICY, and will be responsible for making this record available to the competent bodies when they so request.
Subjective control mechanisms
5.4. Persons bound (sub-item 3.2) will behave diligently in order to conserve the confidentiality of Relevant Information and will observe company rules in relation to the subject.
5.4.1. On adhering to the POLICY those adhering in the group referred to in 3.2 b will declare that they know the content of the company rules.
6. VIOLATION OF POLICY
Sanções
6.1. Failure to comply with this POLICY will subject the offender to disciplinary sanctions in accordance with internal company rules and to the sanctions stipulated in this item, without prejudice to the appropriate administrative, civil and penal sanctions.
6.1.1. The Disclosure Committee will be charged with investigating cases of violation of the POLICY, and recommending sanctions, observing the following:
a) the sanctions stipulated in the company's internal rules will be applicable to persons bound referred to in letter "b" of sub-item 3.2;
b) the sanctions decided by the Board of Directors of the company will be applied to persons bound referred to in letter "a" of sub-item 3.2 after a previous opinion by the Disclosure Committee;
c) infractions by any of the persons bound referred to in letter ?c? of sub-item 3.2 will characterize breach of contract and the company may rescind without onus and claim payment of the fine stipulated therein, without prejudice of any claims for losses and damages.
6.1.2. The Disclosure Committee shall report all infractions to the Board of Directors.
Notification of violation
6.2. All persons adhering to the POLICY and having knowledge of its being violated must immediately notify this fact to the Disclosure Committee
