5.1- Ecorodovias will not comment on rumors, but will respond to any question by informing that there will be no comment.
5.2- The need for making a pronouncement, confirming or denying reports, in the case of rumors that affect the price or volume of securities issued by the Company, will be considered and decided by the Ecorodovias Executive Board.
5.3- The Investor Relations Officer of Ecorodovias is responsible for executing and enforcing the Company’s Disclosure and Trading Policies.
5.4- Any amendment to these Disclosure and Trading Policies must be reported to the CVM and to the Stock Exchanges. The Policy may not be altered when an undisclosed Relevant Act or Fact is pending.
5.5- These Disclosure and Trading Policies will go into effect the day they are approved by the Board of Directors and will remain in effect for an undetermined period, until there is a resolution from the Board to the contrary.
5.6- The provisions contained herein do not annul the responsibility, as determined by law and regulations, of third parties who are not directly related to Ecorodovias and who have knowledge of a Relevant Act or Fact and proceed to trade in securities issued by the Company.
Section I Securities Holding
4.1- The persons mentioned in items (ii), (iii) and (iv) of item 1.2 of Chapter I of these Policies must disclose if they are holders of securities issued by Ecorodovias, its publicly-held subsidiaries or holding companies, whether in (i) their own name, by (ii) their spouse, from whom they are not legally separated, by their (iii) companion, by (iv) any dependent included in their annual income tax declaration or by (v) corporations directly or indirectly controlled by the persons referred to in items (ii), (iii) and (iv) of item 1.2 of Chapter I of these Policies, as well as any changes in their holding of such securities.
4.2- This notice should be submitted to the Investor Relations Officer, who will, as circumstances require, submit it to the CVM, Bovespa and, if necessary, to the Stock Exchanges and the over-the-counter securities market, as indicated in the form included as Annex II of this Policy.
4.3- This notice must be made by the respective securities holders:
a) immediately upon taking a job position, and
b) within 10 days after the end of the month in which there is any change in the securities held, indicating the balance for the period.
Section II Acquisition or Sale of Significant Shareholding Stake
4.4- The persons mentioned in item 1.2 of Chapter I of these Policies, acting alone or together, or representing a common interest, must, through the Investor Relations Officer, disclose to the CVM, Bovespa, to the Stock Exchanges and the over-the-counter securities market, as modeled on the form included as Annex III of this Policy as well as through publication in the widely circulated newspapers habitually used by the Company, any information regarding the acquisition or sale of Significant Shareholding Stake, immediately upon acquiring such stake, as well as any time when the stake rises by 5% (five percent)
4.5- The persons mentioned in item 1.2 of Chapter I of these Policies must report, through the Investor Relations Officer, the sale or cancellation of shares, or of rights to them, any time in which the sale or cancellation of these corresponds, directly or indirectly, to 5% or more of the shares making up Ecorodovias’ capital stock.
Section III Restrictions on Trading and Periods of Non-trading
4.6- Related Persons, for restrictions and periods of non-trading treated in this section, are persons that have indicated adhesion to these Policies by signing the Terms of Adhesion referred to in item 1.3 of Chapter I.
4.7- Prior to public disclosure of any Relevant Act or Fact, in accordance with the terms of the Information Use and Disclosure of Relevant Act or Fact Policy of Chapter III, the provision of securities investment advice or assistance by Related Persons having knowledge of the Relevant Act or Fact and/or the date of its disclosure is prohibited.
4.8- Trades made directly or indirectly by Related Persons are included in the restrictions mentioned in item 4.7 above., except those made by investment funds in which those Related Persons are quota holders, as long as they are not exclusive investment funds or investment funds whose administrator or portfolio manager’s trading decisions are directly influenced by Related Persons.
4.9- Related Persons must ensure that those with whom they maintain business or professional relationships or relationships of confidence do not trade securities when they have access to undisclosed Relevant Acts or Facts. Therefore, Related Persons should make every effort to make sure that persons with access to Relevant Acts and Facts sign the Terms of Adhesion.
4.10- Trading of securities issued by the Company by Related Persons will be prohibited during any period of acquisition or sale of Company-issued shares, or in the event that a contract to transfer shareholding control of the company has been signed, or if an option or mandate for that purpose has been given, or if there is any intention to promote incorporation, partial or total split-off, merger, corporate transformation or restructuring of the Company.
4.11- The restrictions on trading securities must be observed by Related Persons until the disclosure of the Relevant Act or Fact to the public. However, such restrictions will be maintained, even after the disclosure of the Relevant Act or Fact, if potential trading in securities may interfere with the act or fact associated with the Relevant Act or Fact, to the detriment of the Company or its shareholders,
4.12- Even after public disclosure, the Relevant Act or Fact should continue to be treated as if it had not been disclosed until a reasonable period of time has passed in which the market has had time to receive and understand the Relevant Act or Fact.
4.13- Related Persons must abstain from making any securities trades (i) during the 15 (fifteen) day period that precedes the disclosure of quarterly (ITR) and annual (DFP and IAN) information required by the CVM; (ii) between the date of resolution of the competent body to increase capital stock, pay dividends and interest on capital, and the publication of the respective announcements.
4.14- Related Persons that leave management positions with the Company prior to the disclosure of a Relevant Act or Fact that originated during their term may not trade securities until (i) the end of the six-month period following their departure; or (ii) the public disclosure of the Relevant Act or Fact.
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.
2.1 – The persons referred to in item 1.2 of Chapter I of these Policies must carry out their functions in the best interest of the Company, always in strict observance of the following principles:
2.1.1- Values. To model their conduct on the values of good-faith, loyalty and truth.
2.1.2- Social Responsibility. To observe Ecorodovias’ social responsibility, especially to investors, employees, and the community in which the Company operates.
2.1.3- Efficiency. To ensure that the competition between investors for better returns is based on the analysis and interpretation of disclosed information and not on access to privileged information.
2.1.4- Transparency. To keep transparent all information relative to Ecorodovias, disclosing it in timely and accurate manners, so that it becomes a tool for assuring fair treatment to the investing public and Company shareholders.
2.1.5- Uniform Relations. To maintain a uniform relationship with participants and opinion makers in the securities market.
2.1.6- Correct Disclosure of Information. To ensure the accuracy, completeness and continuity of Ecorodovias information that is disclosed relative to the financial condition of the Company, as well as to ensure that this disclosure is done by the officers charged with this function and in the ways prescribed in these Policies and prevailing regulations.
1.1- The trading and disclosure policies (Policies) are intended to provide investors, market analysts, the financial press and other interested parties the highest standards of transparency and reliability, by aligning the Company’s internal policy to good practices of conduct in the usage of information, disclosure of relevant acts or facts and the trading of securities issued by the Company.
1.2 – The Policies must compulsorily be observed by (i) controlling shareholders; (ii) management; (iii) members of the Fiscal Council; (iv) members of other bodies having technical or advisory functions at Ecorodovias; and, (v) all other group employees and executives, as well as service providers with any access to relevant information.
1.3- The above-mentioned persons must sign the respective Terms of Adhesion to the Policies, as laid down by Art. 16, Sec. 1, of CVM Instruction 358/02 which is annexed to these Policies as Annex I, which will be held on file at Ecorodovias headquarters while such persons remain with the Company and for at least five years after their departure.
1.4- Any other person whom the Company, by its own judgment, deems necessary must also adhere to these Policies, by signing the Terms of Adhesion.
1.5- The company will maintain, at its headquarters, an updated list of persons who have signed the Terms of Adhesion, including their respective qualifications, position or function, address, the Corporate Taxpayers’ Register Number (CNPJ) or Individual Taxpayers’ Register (CPF), (both issued by the Ministry of Finance.
