Section I Relevant Act or Fact
3.1- The primary responsibility for the communication and disclosure of a Relevant Act or Fact to the CVM, to Bovespa and, if necessary, to the Stock Exchanges and the over-the-counter securities market, lies with Ecorodovias’ Investor Relations Officer, in accordance with this Policy and current legislation.
3.2- The persons mentioned in item 1.2 of Chapter I of these Policies must communicate any Relevant Act or Fact of which they have knowledge to the Investor Relations Officer.
3.3- In the case of omission by the Investor Relations Officer in fulfilling his or her duty to disclose a Relevant Act or Fact (when conditions for secrecy, as set forth in Art. 6 of CVM Instruction 358/02, are not met), the persons mentioned in item 1.2 of Chapter I of these policies that have personal knowledge of the Relevant Act or Fact and establish the omission can only avoid accountability if they immediately communicate the Relevant Act or Fact to the CVM.
3.4- According to Art. 155, Sec. 1 of Law 6404/76 and Art. 2 of CVM Instruction 358/02, a “Relevant Act or Fact” is defined as (a) any decision by controlling shareholders, resolution of a general meeting or by administrative boards of the Company; or (b) any act or fact of a policy, management, technical, business or financial-economic nature occurred or related to the Company’s business or that may have a significant effect on:
a) the quotation of Company securities;
b) the decision of investors to buy, sell or hold securities; or
c) the decision of investors to exercise any rights inherent in their capacity as holders of Company securities.
3.5- Examples of Relevant Acts and Facts are given in Art. 2 of CVM Instruction 358/02. However, events related to the Relevant Act or Fact will be evaluated in such a manner that the market does not trivialize their disclosure, affecting the quality of analysis of the prospects of Ecorodovias.
Section II Disclosure of Relevant Act or Fact
3.6- The disclosure of a Relevant Act or Fact should occur, whenever possible, before the beginning or after the close of trading on the Bovespa and, where applicable, on the Stock Exchanges and on the over-the-counter securities market. If there is a schedule incompatibility, the Brazilian market schedule takes precedence.
3.7- The Investor Relations Officer, after consultation with the Chief Financial Officer and the Chief Executive Officer of Ecorodovias, must:
a) release and disclose the Relevant Act or Fact occurred or related to the Company’s business immediately after its occurrence;
b) disclose simultaneously to the market the Relevant Act or Fact to be conveyed through any means of communication; and
c) evaluate the need to request, always simultaneously, from the Bovespa and, if necessary, from the Stock Exchanges and the over-the-counter securities market, the suspension of trading on securities for the period of time needed to adequately disseminate the Relevant Information, if it is imperative that the disclosure of the Relevant Act or Fact happen during trading hours.
3.8- Information pertaining to the Relevant Act or Fact must be released simultaneously to the CVM, Bovespa and the Stock Exchanges, and, if applicable, over-the-counter securities market.
3.9- The disclosure of a Relevant Act or Fact involving the Company should be done through publication in the widely circulated newspapers habitually used by the Company.
3.9.1- The Company may opt to disclosure Relevant Acts or Facts in summary form in newspapers, by including the minimal details necessary for its understanding. In these cases, the publications must indicate the Internet address (URL) at which the complete information will be made available to all investors, with the contents being at the least the same as those sent to the CVM, Bovespa, Stock Exchanges and the over-the-counter securities market.
3.10- The persons mentioned in item 1.2 of Chapter I of these Policies will have the obligation to:
a) maintain secret information pertaining to a Relevant Act or Fact to which they have access until its release to the market, and
b) ensure that privileged employees and third parties do the same.
3.11- Any employee who has questions regarding the relevance of any Act or Fact should contact the Investor Relations Officer for clarification.
3.12- In exceptional cases in which the disclosure of a Relevant Act or Fact may put the legitimate interests of the Company at risk, non-disclosure will be a matter for decision by the Company’s Board of Directors and Controlling Shareholders.
3.13- Even if the Company’s Board of Directors and Controlling Shareholders decide not to disclose a Relevant Act or Fact, it is their duty to immediately communicate the Relevant Act or Fact directly or through the Investor Relations Officer, if the information leaks or in the case of an atypical fluctuation in the quotation, price or traded volume of the Company’s securities.
3.13.1- In exceptional cases, the Company’s Board of Directors and Controlling Shareholders may inform the CVM of their decision to keep secret Relevant Acts or Facts whose release may pose a risk to the legitimate interests of the Company.