Corporate Governance - Disclosure Policy
DISCLOSURE POLICY OF MATERIAL ACT OR FACT OF MARISA LOJAS S.A.
The present Disclosure Policy of material information has as general principle to establish the duty of Marisa Lojas S.A. (“Company”) to disclose, adequately, the material information about its businesses, establishing the obligations and mechanisms of disclosure of this material information to the market.
1. The present instrument shall be interpreted considering the following definitions:
1.1 Stock Exchanges: the São Paulo Securities, Commodities, Futures Exchange – BM&F Bovespa S.A., as well as any other stock exchanges or organized over-the-counter markets in which the Company has securities admitted for trading.
1.2 Company: Marisa Lojas S.A.
1.3 CVM: the Brazilian Securities and Exchange Commission.
1.4 Investor Relations Officer: the Company’s Officer elected to exercise the attributions provided for in the rules and regulations of the CVM, including the execution, the follow-up and the inspection of the compliance with the Disclosure Policy.
1.5 Material Information: that defined as material information pursuant to Rule 358, including any decision of a controlling shareholder, resolution of the General Meeting or of the Company’s management bodies or any other act or fact of political-administrative, technical, business or economic-financial character occurred or related to the Company’s businesses, which may influence considerably: (i) the quotation 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 inherent to the condition of holders of Securities. Examples of situations that may be a Material Information can be found in article 2 of Rule 358.
1.6 Rule 358: the Rule of the Securities and Exchange Commission no. 358, as of January 3, 2002.
1.7 Related Persons: those indicated in article 13 of Rule 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 advisory functions created by bylaws provision, managers and employees, parent companies and/or companies under common control and respective controlling shareholders, members of the management and of bodies with technical or advisory functions, service providers and other professionals who have expressly complied with the Disclosure Policy and are obligated to the compliance with the rules described therein, or , also, any person who, pursuant to Rule 358, even not complying with the Disclosure Policy, is aware of the Information related to the material act or fact, by virtue of his/her position or function in the Company, its controlling shareholders, its subsidiaries or associated companies.
1.8 Disclosure Policy: this Disclosure Policy of Material Information and Confidentiality.
1.9 Declaration of Compliance: declaration of compliance with the present Disclosure Policy, to be executed pursuant to the model in Exhibit I herein, pursuant to articles 15, paragraph 1, subsection I and 16, paragraph 1 of CVM Rule no. 358/02.
1.10 Securities: any shares, debentures, real estate receivable certificates, subscription bonus, subscription receipts and rights, promissory notes, call or put options or derivatives of any type, or, also, any other securities or collective investment agreements issued by the Company or related to them that, by legal determination, are considered a “security”, existing on the date of approval of the Disclosure Policy or subsequently created.
2. The Related Persons shall observe, comply with and inspect the compliance with all the provisions of this Disclosure Policy.
3. The Company will maintain in its headquarters the list of Related Persons and their respective qualifications, indicating the position or function, address and the Individual Taxpayer’s Register (CPF) or the Corporate Taxpayer’s ID (CNPJ), always updating it whenever an alteration takes place.
4. The purpose of the present Disclosure Policy is to establish the rules that shall be complied with by the Investor Relations Officer and other Related Persons concerning the disclosure of Material Information and the confidentiality about the Material Information not disclosed to the public yet. The Company’s Disclosure Policy was prepared pursuant to Rule 358, but it does not replace it. The Related Persons should comply with all rules provided for in Rule 358, as well as its possible further amendments.
5. Any doubts about the provisions of the present Disclosure Policy, of the applicable regulation issued by the CVM and/or about the need to disclose or not certain information to the public shall be clarified with the Investor Relations Officer.
The Company’s Investor Relations Officer has the followings responsibilities:
(i) To disclose and communicate in writing to the CVM and to the Stock Exchanges, immediately after the knowledge, any material act or fact occurred or related to the Company’s businesses that is considered Material Information; and
(ii) To supervise the wide and immediate dissemination of the Material Information simultaneously in the CVM and on the stock exchanges and in all markets where the Company has Securities admitted for trading, as well as to investors in general.
7. The communication of Material Information to the CVM and, if the case may be, to the Stock Exchanges, must be made immediately by means of a written document, describing in details, clearly and accurately and in language accessible to investors, the act and/or facts occurred, indicating, whenever possible, the values involved and other clarifications.
8. The Material Information must be disclosed to the public by means of an announcement published in the widely circulated newspapers usually used by the Company. The announcement must contain the summarized description of the Material Information, as long as indicating the address on the Internet where the complete description of the Material Information is available, in content at least equal to the text sent to the CVM, to the Stock Exchanges and other entities, as applicable.
9. Whenever a Material Information is disclosed by any means of communication, including information to the press or at meetings of class entities, investors, analysts or with a selected public, in Brazil or abroad, the Material Information shall be mandatorily disclosed simultaneously to the CVM and, if the case may be, to the Stock Exchanges and to investors in general.
10. Any Related Person who is aware of acts or facts that may represent a Material Information shall communicate them immediately, in writing, to the Investor Relations Officer.
11. The Related Persons who are aware of a Material Information shall communicate, in writing, the Material Information directly to the CVM, whenever they have communicated to the Investor Relations Officer, pursuant to item 10 above, as long as, the assumption of chapter IV below is not characterized, they found and be sure of the omission in the disclosure of the respective Material Information by the Investor Relations Officer.
12. The Material Information shall, preferentially, be disclosed before the beginning or after the closing of the businesses on the Stock Exchanges. It will be made in accordance with the working hours of these respective entities. Should the Stock Exchanges not be operating simultaneously, the disclosure shall be made in accordance with the working hours of the Stock Exchanges located in Brazil.
13. The acts or facts that are Material Information may, exceptionally, not be disclosed if its controlling shareholders of managers understand that their revelation will pose a risk to the Company’s legitimate interest.
14. The Company may submit to the appreciation of the CVM its decision to, exceptionally, maintain secretly a Material Information whose disclosure may pose a risk to the Company’s legitimate interest.
15. In the event the Material Information not disclosed to the public pursuant to the previous item escape from the control, being known by persons different from those who have originally knowledge or those who decided to maintain secret the Material Information and/or the public in general and/or in the event it is verified that an atypical fluctuation occurred in the quotation, price or amount traded of Securities, the controlling shareholder or mangers are obligated to, directly or by means of the Investor Relations Officer, provide for the Material Information to be immediately disclosed to the CVM, Stock Exchanges and the general public.
16. The Related Persons should maintain the absolute confidentiality about the Material Information which has not been disclosed yet, pursuant to this Disclosure Policy and to Rule 358, which they have access to due to the position they hold, until the Material Information is disclosed to the public, as well as supervise so that subordinates and third parties of their trust also do it.
17. The Related Persons must not discuss Material Information in public places. Accordingly, the Related Persons shall only be deal with issues related to the Material Information with those that have the need to know this information, i.e., those who are involved by reasons that motivate the placement of securities in the market, as well as the organization for the due provision of information to the public, always aiming at the faithful compliance with the provisions of Rule 358 and of this Disclosure Policy.
18. Any violations of this Disclosure Policy verified by the Related Persons shall be communicated to the Company in the persons of the Investor Relations Officer, pursuant to Rule 358, in compliance with the provisions of item 11 of this Disclosure Policy.
19. Any amendment to this Disclosure Policy shall be mandatorily communicated to the CVM and to the Stock Exchanges.
20. The present Disclosure Policy will be effective on the concession date of the publicly-held company registration of the Company and will remain effective for an indeterminate term, until there is a contrary resolution by the Board of Directors.
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