I - Purpose and Comprehensiveness

The current Manual - which terms defined are evident in Annex I - aims the establishment of higher patterns of conduct and transparency, to be compulsorily observed by:

  • Controlling Stockholder, Administrators, Fiscal Councilors and constituents of the other Organs with Technical or Consultative Functions of the Company;
  • Employees and Executives with access to Relevant Information; and, yet,
  • whoever, in force of his job, function or position in the Controlling Company, in the Controlled Corporation and in the Associated Companies, have knowledge of information concerning Relevant Act or Fact about the Company, in order to adequate the internal policy of the Company to the principle of transparency and the good practices of conduct in using and divulging the Company‘s Relevant Information.

The people occupying the above mentioned positions, should firm the respective Term of Adherence to the current Manual, in the form established in the article 16, 1 of the CVM Instruction n 358/02, according to the model, Annex II.

The Company will maintain in its headquarters, the roster of people who firmed the Term of Adherence, with the respective qualifications, position or function, address and number of inscription in the General Taxpayers‘ Register of Legal Entities or Natural People. The roster will be always maintained at CVM disposition.

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II - Principles

All the people subjected to the current Manual should list their conduct according to the good faith, loyalty and veracity values and, yet, by the principles in here established.

All the efforts in pro of the market efficiency should aim at the competition among investors for better returns occurs because of analyses and interpretation of the information divulged and never by privileged access to the same information.

The people subjected to the current Manual should take into account that the transparent, precis and opportune information constitute the main tool at disposition of the public investor and , specially the Company‘s stockholders , to assure them the indispensable equitable treatment.

The relationship with the Company and the participants and with the opinion makers in the securities market should happen in an uniform and transparent way.

It is the duty of the people subjected to the dispositions forecasted in this Manual to assure that the divulgation of information about the patrimonial and financial situation of the Company be correct, complete, continuous and developed through the administrators responsible for this function, should yet, comprise data about the evolution of the respective stockholding positions in the Company‘s capital stock , as forecasted in this Manual and in the current regulation.

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III - Relevant Act or Fact Divulgation Policy

  • Duties before the Director of Investor Relations
  • The objective of Relevant Act or Fact Divulgation
  • Relevant Act or Fact Definition
  • Examples of Relevant Act or Fact
  • Internal Procedures to Inform and Divulge Relevant Act or Fact
  • Responsibility in Case of Omission
  • When to Inform and Divulge - Terms
  • Whom Inform To
  • Means of Divulgation - Newspaper and Internet
  • The Privileged Information and The Duty of Confidentiality
  • Not to Divulge is an Exception to the Rule
  • Proceedings for Not Divulging the Company‘s Relevant Act or Fact
  • Request of Confidentiality Maintenance together CVM

1. Obligations towards the Investor Relation Director.

The CVM Instruction n 358/02 has created a systematic of responsibility for the use, communication and divulgation of the Relevant Act or Fact of open companies. In this step, it was attributed to the Investor Relations Director the primary responsibility for communication and divulgation of Relevant Act or Fact.

In order to assure that the Investors Relations Director could accomplish his duties, were created incumbencies for some people linked to the Company, obliging them to communicate Relevant Act or Fact they have knowledge to the Investor Relations Director, for him to take the necessary steps.

2. The Objective of Relevant Act or Fact Divulgation

The divulgation of Relevant Act or Fact aims to assure the investors the availability, by a fixed time, in an efficient and reasonable way, of information needed for them to take investment decisions, assuring the best symmetry possible in the dissemination of the information. In this way, it is prevented the undue use of privileged information in the security market by people who have access to them, in own profit or of third parts, in detriment of the investors in general, the market and the company itself.

3. Relevant Act or Fact Definition

Relevant act or Fact, in terms of the article 155, 1, of the n 6.404/76 Law and of the 2nd article of the CVM Instruction n 358/02 is: (a) any decision of Stockholder(s) Controller(s), deliberation from the General Meeting or from the administrative organs of the Company; or (b) any other act or fact of political-administrative, technical, negotial or economical-financial nature happened or related to its business that could influence in a pondered manner:

  • in the value perception of the Company;
  • in the Securities quotes;
  • in the decision of the investors of buying, selling or maintaining those Securities; or
  • in the investors decision of performing any inherent rights to the condition of Securities titular.

4. Examples of Relevant Act or Fact

The 2nd article of the CVM Instruction n 358/02 lists, in a non exhausting way, examples of Relevant Act or Fact, being unnecessary its repetition, seeing right that, in any case, the events related with the Relevant Act or Fact must have its materiality analyzed in the context of the ordinary activities and of the Company‘s dimension, as well as the information previously divulged and not in abstract, so as to avoid to become common the divulgation of the Relevant Act or Fact prejudicing the quality of the analyses, by the market, of the Company‘s perspectives

Internal Proceeding to Inform and Divulge Relevant Act or Fact

All the information about Relevant Act or Fact of the Company will be centralized in the Investor Relations Director who is responsible for the divulgation and communication of the Relevant Act or Fact (Instruction CVM n 358/02, 3rd article).

The Controlling Stockholders, the Administrators, the Fiscal Councilors, the Employees and Executives with access to Relevant Information and, yet, the members of any Organs with Technical or Consulting Functions of the Company, who have firmed the Adhesion Term, must communicate, any Relevant Act or Fact they have knowledge, to the Investor Relations Director who in terms of this Manual is the responsible person for its communication to the due organs, and divulging it to the press.

The meetings with class entities, investors, analysts or with public selected, in the Country or overseas, related to the subject which could consubstantiate Relevant Information, should count on the presence of the Administrative Council President, the President Director, Vice-President Director and General Superintendent or of the Investor Relations Director or other person pointed for this purpose. Otherwise, they should have its context reported to the Investor Relations Director, in what could consubstantiate Relevant Information, aiming that the eventual Relevant Information be divulged simultaneously to the market.

6. Responsibility in Case of Omission

The Controlling Stockholders, the Administrators, the Fiscal Councilors, the Employees and Executives who have access to Relevant Information or any of the components of the other Organs with Technical or Consulting Functions of the Company, who have firmed the Adhesion Term, that have personal knowledge of Relevant Act or Fact, must communicate to the Investor Relations Director. In case of, with the communication done ( and not configuring the decision of keeping confidentiality, taking in manner of the 6th article of the CVM Instruction n 358/02), the people mentioned in this item testify the omission of the Investor Relations Director in accomplishing his duty of communicating and divulging, the same will only shun responsibility, case communicate immediately the Relevant Act or Fact to CVM.

7. When Inform and Divulge - Terms

The divulgation of Relevant Act or fact should happen, always when possible, before the beginning or end of the Stock Exchange business.

Concerning the terms to inform and divulge, the Investor Relations Director should observe, yet, what follows:

  • communicate and divulge the Relevant Act or Fact happened or related to the business of the Company immediately after its occasion (CVM Instruction n 358/02, article 3rd, caput);;
  • divulge concomitantly to all the market the Relevant Act or Fact to be transmitted in any communication means, including informing the press, or in meeting of class entities, investors, analysts or with public selected, in the Country or overseas (CVM Instruction n 358/02, article 3rd , 3rd ); and
  • evaluate the need of requesting, always simultaneously, to the Stock Market, the transaction layoff of the Securities, by time needed to the adequate dissemination of the Relevant Information, in case to be imperative that the divulgation of Relevant Act or Fact happened during transaction time (CVM Instruction n 358/02, article 5th, 2nd).

8. Whom Inform To

The information about Relevant Act or Fact should be simultaneously communicated:

  • to CVM;
  • to Stock Markets.

9. Means of Divulgation - Newspaper and Internet

The divulgation of Relevant Act or Fact involving the Company should happen through publication in newspapers of high issuing and usually used by it (CVM Instruction n 358/02, article 3rd, 4th).

The Company could, in each divulgation of Relevant Act or Fact, opt for making it in a resumed manner in the newspapers, containing the minimum elements needed to its comprehension. In this case, it should be indicated in the publications the Internet addresses where full information should be available to all investors, of the tenor at least identical to the ones sent to CVM, to Stock Markets (CVM Instruction n 358/02, article 3rd , 4th).

10. The Privileged Information and the Duty of Confidentiality

The Controlling Stockholders the Administrators, the Fiscal Councilors, the Employees and Executives with access to Relevant Information or any of the components of the other Organs with Technical or Consulting Functions or yet, those who in force of his place or function in the Controlling Company, in the Affiliated Companies and in the Companies Associated which have firmed the Adhesion Term, should have the duty to keep confidentiality of information concerning Relevant Act or Fact to which they could have privileged access till its divulgation to the market, as well as (ii) to watch over for the subordinates and third parts of his trust also do it, responding solidarity with them in case of disobeying the duty of confidentiality (CVM Instruction n 358/02, article 8th).

To orient, always when there is doubt about relevance to Privileged Information, should enter in contact with the Investor Relations Director of the Company, to eliminate any doubt.

11. Not to Divulge is Exception to the Rule

There are, although, exceptional cases in where the indistinct divulgation of Privileged Information constitutes Relevant Act or Fact can put in risk the Company‘s legitimate interest.

12. Proceedings for Not Divulging the Company‘s Relevant Act or Fact

In these cases, the non divulgation of Relevant Act or Fact related to the Company will be object of decision of the Controlling Shareholders or of the Administrators of the Company, according to the case (CVM Instruction n 358/02, article 6th caput).

In case the Relevant Act or Fact be linked to operation involving directly the Controlling Stockholders and those decide for not divulging, the Controlling Stockholders should inform the Investor Relations Director of the Company.

Although the Administrators and Controlling Stockholders decide for not divulging the Relevant Act or Fact, it is their duty to divulge immediately Relevant Act or Fact, directly or through the Investor Relations Director, in case the information lose the control or in case of atypical oscillation in the quotes, price or amount dealt of the Company‘s Securities (CVM Instruction n 358/02, article 6th , unique paragraph).

13. Request of Confidentiality Maintenance together CVM

The Administrators and Controlling Stockholders could submit to CVM their decision of, exceptionally, maintain confidentiality of Relevant Acts or Facts which divulgation they understand could configure risk manifest to legitimate interest of the Company (CVM Instruction n 358/02, article 7th).

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IV - Final Dispositions

1. Responsibility of the Director of Relation with Investors concerning the Divulgation Policy follow up

The Investor Relations Director of the Company is the responsible person for executing and doing the follow up of the divulgation policy and use of information

2. Manual Alteration

This Manual was approved by the Company‘s Administrative Council, in a meeting held on July 30th, 2002, and any change or revision must be submitted to the same Council.

3. Third Part Responsibility

The provisions of the current Manual don‘t eliminate the responsibility, resulting from legal and regulatory prescriptions, imputed to third parts not straight connected to the Company and that have knowledge of Relevant Act or Fact.

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Annex I - Definitions

The terms and expressions listed as follow, when used in this Manual, will have the following meaning:

Controlling Stockholders or Controlling Company
The stockholder or group of stockholders bound by stockholders agreement or under common control that performs the control power of the Company, in terms of the Law n. 6.404/76 and its ulterior changes.

Administrators
The directors and members of the administrative council, titular and substitutes, of the Company.

Stock Market
The stock markets in which the securities emitted by the Company be admitted for trading, in the Country or overseas.

Manual
The current Manual of Relevant Act or Fact divulgation Policy.

Company
Companhia de Tecidos Norte de Minas - COTEMINAS

Fiscal Councilors
The members of the Company‘s fiscal council, titular and substitutes, elected according to deliberation of Ordinary General.

CVM
The Securities Commission.

Investor Relations Director
The director of the Company responsible for rendering information to the public investor, to CVM and Stock Market or organized over-the-counter market entity, as well as for updating the Company‘s record.

Employees and Executives with access to Relevant Information
The employees of the Company due to their function or position in the Company have access to any Privileged Information.

Privileged Information or Relevant Information
Every Relevant Information related to the Company capable of influence ponderously in the Securities quotatio and yet not divulged to the investor public.

CVM Instruction n 358/02
the CVM Instruction n 358, of January 03rd , 2002, that disposes about the divulgation and use of information about Relevant Act or Fact concerning the open companies.

Organs with Technical or Consulting Functions
The Company‘s organs created by its statute, with technical functions or designated to advise their administrators.

People Linked
The people who maintain the links indicated as follow, with directors, members of the administrative council, Fiscal Councilors and members of the Organs with Technical or Consulting Functions of the Company: (i) the spouse, who is not judicially separated , (ii) the companion; (iii) any dependent included in the annual income tax declaration and (iv) the companies controlled directly or indirectly, being by the administrators and similars, or by the People Linked.

Associated Companies
The companies where the Company has participation, with 10% (ten per cent) or more, without controlling them.

Controlled Companies
The companies in where the Company, directly or through others controlled, is the titular of partner rights which assure it, permanently, preponderance in the corporate resolutions and the power to elect the majority of the administrators.

Adhesion Term
Adhesion term to the current Manual, is the document to be firmed according to the article 16, 1st of CVM Instruction n 358/02.

Securities
The expression "Securities" is used in this Manual covering any stock, debentures, subscription bonus, Subscription receipts and rights, promissory notes, Buy and Sell options, indexes and derivatives of any kind or, yet, any other titles or contracts of common investments emitted by the Company, or to them referenced, by legal determination, be considered security.

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Anex II -ADHESION TERM

TO THE MANUAL OF RELEVANT ACT OR FACT DIVULGATION POLICY OF
COMPANHIA DE TECIDOS NORTE DE MINAS - COTEMINAS

By the present instrument, ______________________________________, resident and domiciled in ____________________________________, _________________________________________, inscribed at Finance Ministry Registration of Natural Person under n __________________ is bearer of Identity Card n ________________SSP/__, from now on denominated simply "Declarant", in the quality of [indicate the job, function or relation with the company] of COMPANHIA DE TECIDOS NORTE DE MINAS - COTEMINAS , limited liability corporation with headquarters at 4000, Av. Magalhes Pinto, in Montes Claros-MG, inscribed at Finance Ministry Registration of Legal Entity (CNPJ) under n 22.677.520/0001-76, from now on denominated simply "Company", comes, through this Adhesion Term, declare to have full knowledge of the rules established in the Company‘s Manual of Relevant Act or Fact Divulgation ("Manual"), which copy received, disciplines the internal policy concerning the use and divulgation of Relevant Information, obliging itself to list its actions always according to such rules.

The Declarant firms the present Adhesion Term in 3 (trs) copies of the same tenor and shape, in the presence of 2 (two) witnesses below signed.

Montes Claros-MG,___of_________2002.

___________________________________
Declarant:

Witnesses:

1. 2.
Name : Name :
I.D.: I.D.:
CPF: CPF:

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Last Update
09/23/2009