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POLICY ON THE NEGOTIATION OF SECURITIES ISSUED BY MARCOPOLO S.A.

I - OBJECTIVE AND SCOPE

Section 1 - This Policy on Negotiation has the purpose of setting forth the rules and procedures that shall be complied with by the Company and by the individuals mentioned in Section 2 below, whenever negotiating securities issued by the Company, or referred to them, in order to preserve the transparence of the negotiations.

Section 2 - The direct or indirect controlling shareholders, Directors, members of the Board of Directors, of the Executive Committee, Statutory Audit Committee and departments with technical or advisory functions created by any statutory provision, shall adhere to this Negotiation Policy, as well as the executive officers, managers and employees that, due to the position occupied in the Company, in its controlled or associated companies, have access to significant information, as well as those that keep a commercial, professional or trustful relationship with the company, and who, due to this, may have access to significant information.

II – MANAGEMENT OF THE POLICY

Section 3 - The company appoints the Director of Relations with Investors, as the director responsible for the performance, follow up and general management of the Negotiation Policy and for all the communication among the Company and the CVM and the Stock Exchange, as well as among the Company and the market, investors and analysts.

Section 4 - The doubts arising from this Negotiation Policy, as well as the interpretation of the applicable rules and/or the possibility of carrying out or not certain negotiations of securities issued by the Company, which are not provided herein, shall be clarified with the Director of Relations with Investors.

III - PROHIBITIONS OF THE NEGOTIATION

Section 5 - The Company and individuals mentioned in Section 2 cannot negotiate securities issued by the Company:

  1. in the period between the date when they become aware of a significant information and the date of its disclosure to the market;
  2. in case there is an intention to promote the incorporation, or the full or partial corporate split, merger, transformation or reorganization;
  3. in the period between the decision made by the pertinent corporate body to increase the capital stock, to distribute dividends and pay interests on own capital, bonus stock or their derivatives, or to approve any development and the publication of the pertinent proclamations or announcements; and,
  4. in the period of 15 days before the disclosure of the quarterly (ITR) and annual information (DFP) on the Company, except for the provision of the Third Paragraph of this Section 5.

First Paragraph:

The prohibitions foreseen in letters “a” and “b” of this section shall be ineffective as soon as the Company discloses the significant action to the market, except if the negotiation with the shares can impact the conditions of the referred business, in detriment to the Company shareholders or to itself.

Second Paragraph:

The prohibitions foreseen in letters “a” and “b” of this section do not apply to the acquisition of shares in treasury through a private negotiation, arising from the exercise of the call option, according to the plan that grants the call option approved in a general meeting, and do not apply to the negotiations entered based on an Individual Negotiation Plan, in the terms contained in Chapter IV of this Policy.

Third Paragraph:

The acquisition of shares issued by the company is allowed, in the period mentioned in letter “d” of this Section 5 caput, to the managers, members of the Statutory Audit Committee and of any departments with technical or advisory functions, as well as to its controlled or associated companies created by statutory provisions, whenever performed conforming to the Individual Negotiation Plan approved by the company, provided that the company has approved a Schedule, determining specific dates to disclose the ITR and DFP (Calendar of Events), and provided that the Individual Negotiation Plan sets forth the following, besides the requirements established in Chapter IV:

  1. the irrevocable and non-negotiable commitment of its participants to invest previously established amounts, on the dates foreseen in it;
  2. the impossibility to adhere to the plan due to a pending relevant fact, which was not disclosed to the market, and during the 15 days before the disclosure of the ITR and DFP forms;
  3. the obligation of extending the purchase undertaking, even after the closing of the period which was originally foreseen for the participant bound to the plan, in case of a pending significant fact, which was not disclosed to the market, and during the 15 days before the disclosure of the ITR and DFP forms; and
  4. obligation of its participants to revert to the company any avoided losses or revenues earned in negotiations of securities issued by the company, arising from any occasional change to the dates of disclosure of the ITR and DFP forms, found using reasonable criteria defined in the plan.

Section 6 - The following are also forbidden to negotiate securities issued by the Company, provided that they are aware of an important action or fact which has not been disclosed yet:

  1. whoever, due to his/her position or function in the Company, in its controlled or associated companies, is aware of an important information;
  2. those that keep a commercial, professional or trustful relation with the company, such as independent auditors, analysts of securities, consultants and institutions that are part of the distribution system, which are responsible for checking the disclosure of the information before negotiating with securities issued by the Company or referred to them;
  3. the managers that leave the Company management before the public disclosure of a business or fact started during their management period, up to six months after their leave, or up to the disclosure to the market of an important fact, prevailing the one that occurs first;
  4. the spouse or cohabitant, the descendant or any another dependent included in the annual tax return of individuals that cannot negotiate, and who are referred in Section 2 and in letters “a” and “c” of this Section 6.

Section 7 - The following are equal to the individuals forbidden to negotiate:

  1. The managers of portfolios and investment funds, corporations or other institutions or entities, in which the individuals referred in Section 2 are the only shareholders or quotaholders, or who can influence the negotiation decisions.
  2. Any legal entity that is directly or indirectly controlled by the individuals referred in Section 2;
  3. Any individual that had access to the information on any important action or fact provided by any person hindered to negotiate.

Section 8 - Concerning the controlling shareholders, either direct or indirect, directors and members of the Board of Directors, it is forbidden:

To purchase shares issued by the Company, on the same day when the Company, its controlled, associated companies or any other company under a joint control, sell shares in treasury, even in case any option or mandate has been granted for the same purpose; and
To sell the same shares, on the same day when the Company, its controlled, associated companies or any other company under a joint control, purchase treasury shares, even in case any option or mandate has been granted for the same purpose.

Single Paragraph:

With the purpose of guaranteeing the full compliance with the provision of this Section 8, it is set forth herein that any occasional negotiation that may be entered by the direct or indirect controlling shareholders, directors and members of the Board of Directors, during the period when the company negotiation of shares issued by it are in course, and shall be intermediated by the same brokers that have been accredited to carry out the acquisition of shares for the Company.

Section 9 - The prohibitions of this Negotiation Policy do not apply to the exercise of the right of first refusal concerning the subscription of shares acquired before.

Section 10 – The Board of Directors is forbidden to decide on the acquisition or disposal of shares issued by the Company, while any Significant Fact is not published, making public any information on the:

  1. Execution of any agreement or contract aiming at transferring the corporate control of the Company;
  2. Granting of option or mandate with the purpose of transferring the corporate control of the Company; or
  3. Existence of any intention to promote the incorporation, the full or partial corporate split, merger, transformation or reorganization.

Single Paragraph:

If, after the Company approval of a program to repurchase shares, any one of the events referred in this Section 10 occurs, the Company shall interrupt the operations with shares issued by it, until the pertinent significant relevant fact is disclosed.

Section 11 - For the ends of the provision of Section 20 of the CVM Instruction 358/02, the negotiations made with investment funds of which the individuals mentioned in this Policy are quotaholders are not considered indirect negotiations, provided that these are not exclusive investment funds, and the decisions on a negotiation of the manager of the investment fund cannot be influenced by the shareholders.

IV - INDIVIDUAL NEGOTIATION PLAN

Section 12 - Individual Negotiation Plan is understood as individual plans to negotiate securities issued by the Company, written by any individual referred in Section 2 and approved by the Company, and through which these people show the intention to make long-term investments of their own resources in securities issued by the Company or the intention to sell securities issued by the Company (de-invest).

Section 13 – According to the provisions of letter “c”, Section 5, the individuals referred in Section 2 of this Policy are allowed to negotiate securities issued by the Company, provided that the negotiation is made based on an Individual Negotiation Plan, previously approved and filed in the headquarters of the Company, with the Director of Relations with Investors, observing the requirements contained in the Third Paragraph of Section 5 of this Policy, if applicable. For this effect, the Individual Plan shall be filed in the company for more than 30 days, including any occasional amendments.

First Paragraph:

The Individual Plan cannot be filed, nor modified, in case of a pending significant action or fact of which the interested party is aware of.

Second Paragraph:

The Director of Relations with Investors can refuse to file the Individual Negotiation Plan in the company, if it does not conform to this Policy or to the legislation in force.

Section 14 - The Individual Negotiation Plan must mention if the plan refers to investment or de-investment, and the approximate volume of funds that the interested party intends to invest, or the approximate number of securities to be dealt, within the effective period set forth in the Individual Plan, which cannot be shorter than 12 (twelve) months. At the end of this period, the interested party shall present a brief report on the pertinent development.

Single Paragraph:

Except for force majeure reasons, duly justified in writing, the securities acquired based on the Individual Negotiation Plan cannot be sold before 120 (one hundred and twenty) days from the acquisition date.

Section 15 - The Director of Relations with Investors must inform to CVM, Bovespa and other stock exchanges and entities of the organized over-the-counter market, in which the securities of the company are accepted to be negotiated, about the Individual Negotiation Plans filed in the company.

V - MISCELLANEOUS

Section 16 – This Negotiation Policy will be effective when approved by the Board of Directors and will remain in force for undetermined term, until it is otherwise decided. Possible changes to this Negotiation Policy must be approved by the Board of Directors, and also sent to CVM and to the Stock Exchange.

Section 17 – This Policy cannot be changed in case the disclosure of any Significant Action or Fact is pending.

Section 18 – This Negotiation Policy binds all its signatories.

Section 19 – The Company will keep at the disposal of CVM a list of persons that adhered to this Negotiation Policy.

Caxias do Sul, RS, June 21, 2007.

  • Paulo Pedro Bellini - President
  • José Antonio Fernandes Martins - Vice-President
  • Valter Antonio Gomes Pinto
  • Clovis Benoni Meurer
  • Eliana Maria Segurado Camargo
  • Paulo Conte Vasconcellos
  • Carlos Zignani - Secretary
APPENDIX I

to the Policy on the Negotiation of Securities Issued by Marcopolo S.A., dated of July 25, 2005 and amended on October 27, 2006 and on June 21, 2007

COMMITMENT TO ADHERE TO THE POLICY ON THE NEGOTIATION OF SECURITIES ISSUED BY MARCOPOLO S.A.

I, ................................................., Brazilian, married (single), (occupation) ..........................., enrolled in CPF/MF under the no. .............................., bearer of the Identity Card no. ................................., issued by SSP/…., resident and domiciled at ............................, no.…., apt. ......, in the city of ................................., …., in the position of ..................................... of the company MARCOPOLO S.A., a public corporation, with headquarters at Avenida Marcopolo, no. 280, Quarter Planalto, in the city of Caxias do Sul, RS, enrolled in CNPJ under the no. 88.611.835/0001-29, by this document and in the best form of law, STATE I have received, on this date, a full copy of the Policy on the Negotiation of Securities issued by MARCOPOLO S.A., and undertake to comply fully with the rules and procedures included in the mentioned Negotiation Policy.

The declarant signs this Document of Adhesion in 02 counterparts with the same content and form.

Location and Date 

(Name and signature)

Last updated on 2013-06-12T16:58:32