This is a free English translation of the original instrument drawn up in the Company´s records.
POLICY FOR DISCLOSURE OF MATERIAL ACTS OR FACTS
The general purpose of this present Policy for Disclosure of material information is to establish the duty of JHSF Participações S.A. (the "Company") to properly disclose material information on its business, determining the obligations and mechanisms for disclosing said information to the market.
I – DEFINITIONS AND ADHESION
1. This present instrument shall be interpreted taking into account the following definitions:
1.1 Stock Exchange: the São Paulo Stock Exchange – BOVESPA and any other stock exchange or organized over-the-counter markets in which the Company´s securities are traded.
1.2 CVM: The Brazilian Securities and Exchange Commission.
1.3 Investor Relations Officer: the Company´s Officer elected to perform the attributions set forth in rules and regulations issued by CVM, including the execution, the observance and the monitoring of compliance with the Disclosure Policy.
1.4 Material Information: information defined as material pursuant to Rule CVM 358, including any decision taken by the controlling shareholder, the Company´s General Meeting or management bodies or any other managerial, technical, business or economic and financial act or fact occurred or related to the Company´s business, which may affect, in a measurable way, (i) the price of the Company´s securities (“Securities”); (ii) the decision of investors to purchase, sell or maintain Securities; or (iii) the determination of investors to exercise any rights arising from the condition of holding Securities. A list with examples of circumstances that may constitute Material Information can be found in Article 2 of Rule CVM 358.
1.5 Rule 358: Rule CVM 358, published by the Brazilian Securities and Exchange Commission, as of January 3, 2002, as amended by Rule CVM 369, as of June 11, 2002, and subsequent amendments.
1.6 Related Parties: those indicated in Article 13 of Rule CVM 358, including the Company, its direct and indirect controlling shareholders, members of the Board of Directors, of the Fiscal Council and of any other bodies with technical or consulting functions created by statutory provisions, managers and employees, subsidiaries and/or companies under common control and respective controlling shareholders, members of the Management and of bodies with technical or consulting functions, service providers and other professionals who have expressly adhered to the Disclosure Policy and are committed to observing the rules set forth herein, or any other person that, pursuant by Rule 358, even not adhering to the Disclosure Policy, is aware of the information related to the material act of fact, due to its position or function occupied in the Company, its controlling shareholders, subsidiaries or associated companies.
1.7 Disclosure Policy: this present Policy for Disclosure of Material Information and Maintenance of Confidentiality.
1.8 Company: JHSF Participações S.A.
1.9 Statement of Adherence: the formal instrument, to be entered into by the Related Parties and filed at the Company´s headquarters, whose template is included in the present Policy as Exhibit II, by means of which the Related Parties adhere to the rules included in the Disclosure Policy, pursuant to which they become obliged to comply with it and to ensure that the rules contained herein be complied with by those under its influence, including the subsidiaries, associated companies or companies under common control, spouses and direct or indirect dependents.
1.10 Securities: any shares, debentures, certificates of real estate receivables, subscription warrants, subscription receipts and rights, promissory notes, call and put options, derivatives of any type, as well as any other securities or collective investment agreements issued by the Company, or related thereto, which, by legal decision, are deemed to be securities, both those existing on the date the Disclosure Policy was approved and those which may come into existence.
2. The Related Parties should sign the Statement of Adherence, included in this Disclosure Policy as Exhibit II, pursuant to which they are obliged to comply with it and ensure the compliance with all the provisions included in this Disclosure Policy.
3. The Company shall maintain, in its headquarters, the Statements of Adherence signed, the list of Related Parties and their respective qualifications, indicating their title or position, as well as their addresses and identification numbers under the National Register of Individual Taxpayers and/or National Register of Corporate Taxpayers, always updating it whenever there are changes. The Statements of Adherence of Related Parties that have separate from the Company shall be maintained in the list referred to in this article for five (5) years, as of the date of separation.
II – PURPOSE
4. The purpose of this present Disclosure Policy is to set out rules which shall be observed by the Investor Relations Officer and other Related Parties in relation to the disclosure of Material Information and the maintenance of confidentiality about the Material Information, which has not been disclosed to the public yet. The Company´s Disclosure Policy was prepared pursuant to Rule CVM 358, which is not substituted. The Related Parties shall observe all rules included in Rule 358, as well as its subsequent amendments.
5. Any questions on the provisions set forth in this present Disclosure Policy, on the applicable regulation issued by CVM and/or on the need for disclosing or not certain information to the public should be clarified jointly with the Investor Relations Officer.
III – DUTIES AND RESPONSIBILITIES
6. The following are the responsibilities of the Investor Relations Officer:
to disclose and communicate, in written form, to CVM and the Stock Exchanges, immediately after taking cognizance of any material act or fact occurred or related to the Company´s businesses to be deemed as Material Information; and
to ensure the broad and immediate propagation of Material Information concurrently with CVM and the Stock Exchanges, and in all the markets in which the Company has Securities admitted for trading, as well as investors in general.
7. The communication of Material Information to CVM and, as the case may be, to the Stock Exchanges, shall be immediately made by means of written document containing clear language accessible to investors, outlining in detail the acts or facts occurred, indicating whenever possible the amounts involved and other clarifications.
8. The Material Information shall be disclosed to the public by means of announcement published on widely circulated newspapers used by the Company, and it may contain a summarized description of the Material Information, as long as it indicates the web address where a full description of the Material Information is available, in content, at least, identical to the wording forwarded to CVM, the Stock Exchanges and other entities, when applicable.
9. Whenever the Material Information is distributed by any means of communication, including information to the press and in trade association meetings, investors, analysts or selected public, in Brazil or abroad, the Material Information shall be simultaneously disclosed to CVM and, as the case may be, to the Stock Exchanges and investors in general.
10. Any Related Party who is aware of acts or facts which may be characterized as Material Information shall immediately communicate them, in writing, to the Investor Relations Officer.
11. The Related Parties aware of Material Information shall communicate it, in writing, to CVM, whenever they have informed the Investor Relations Officer, pursuant to item 10 above, once they certify omission in the disclosure of said Material Information by the Investor Relations Officer, when the circumstance in Chapter IV is not characterized.
12. Material Information shall preferably be disclosed prior to the opening or after trade at the Stock Exchanges, observing the business hours of respective entities. Should the Stock Exchanges not be operating simultaneously, the disclosure shall be made observing the business hours of the Stock Exchanges located in Brazil .
IV – EXCEPTION TO THE IMMEDIATE DISCLOSURE OF MATERIAL INFORMATION
13. The acts or facts characterized as Material Information may exceptionally no longer be disclosed, should its controlling shareholders or managers understand its announcement my jeopardize the Company´s legitimate interest.
14. The Company may decide to submit to CVM´s examination its decision to exceptionally maintain the Material Information confidential when its disclosure may represent risk to the Company´s legitimate interest.
15. Should the Material Information leak before official public announcement, pursuant to the previous item, and become publicly known by persons different from those who originally became aware thereof and/or decided to maintain the Material Information under confidentiality, and/or the public in general and/or in the event it is verified that atypical fluctuation occurred in quotation, price or quantity traded of Securities, the controlling shareholders or managers undertake to, directly or by means of the Investor Relations Officer, shall arrange that said Material Information is immediately disclosed to CVM, the Stock Exchanges and the public.
V – DUTY OF MAINTAINING CONFIDENTIALITY ABOUT MATERIAL INFORMATION
16. The Related Parties shall keep the confidentiality about the Material Information not yet disclosed to which they have access in view of their job position or office held, pursuant to this Disclosure Policy and Rule 358, until this Material Information is disclosed to the public, as well as ensure that subordinates and third parties of their trust do the same.
17. The Related Parties shall not discuss Material Information in public sites. Likewise, the Related Parties shall only deal with issues related to the Material Information with those who need to become aware of this information, meaning those involved for the same reasons which require the placement of securities in the market, as well as the organization for dully providing the public with information, always focusing on the full compliance with the provisions in Instruction 358 and in this Disclosure Policy.
18. Any infringement to this Disclosure Policy verified by the Related Parties shall be immediately announced to the Company by the Investor Relations Officer, pursuant to Rule 358, observing the provisions in item 11 of this Disclosure Policy.
VI - AMENDMENT
19. Any amendment to this Disclosure Policy shall be informed to CVM and the Stock Exchanges.
VII – EFFECTIVENESS
20. This present Disclosure Policy shall become effective as of the date of granting of the Company´s registration as publicly-held company, for an undetermined period, until a contrary decision is taken by the Board of Directors.
STATEMENT OF ADHERENCE TO THE DISCLOSURE POLICY OF JHSF PARTICIPAÇÕES S.A.
[Name, Qualification, Address and Identification Number under the National Register of Individual Taxpayers and/or Corporate Taxpayers] as [Insert Condition / Position / Title / Type of Service Provider] of JHSF PARTICIPAÇÕES S.A. ("Company") and pursuant to Paragraph 1 of Article 16 of Rule CVM 358, as of January 3, 2002, declare to have received, be aware of and fully agree with the Policy for Disclosure of Material Information and Maintenance of Confidentiality ("Disclosure Policy"), approved by the Company’s Board of Directors at a meeting held on [____] [_], 2007. By means of this present Statement of Adherence to the Disclosure Policy, I undertake to observe and comply with all the provisions set forth therein.
São Paulo, _____ __, 2007