Disclosure Policy

I. Policy for Disclosure of Material Information

This Policy for Disclosure of Material Information has as its general principle to establish the duty of Metalfrio Solutions S.A. (“the Company”) to disclose in an appropriate manner material information on its business, and establish the obligations and mechanisms for disclosure of this material information to the market. .

I - Definitions

1. This instrument shall be interpreted using the following definitions:

    1.1 Stock exchange: The São Paulo Stock Exchange (“Bovespa”), and any other securities exchanges or organized over-the-counter markets on which the Company has securities listed for trading.

    1.2 CVM: The Brazilian Securities Commission (Comissão de Valores Mobiliários).

    1.3 Chief Investor Relations Officer: The Chief Officer of the Company elected to exercise the functions referred to in the instructions and regulations of the CVM, including the execution, monitoring of, and inspection of compliance with, the Disclosure Policy.

    1.4 Material information: Information defined by Instruction 358 as being material, including any decision by the controlling stockholder, decision by the General Meeting of Stockholders or by the Company’s corporate management bodies, or any other act or fact of a political-administrative, technical, business or economic-financial nature which takes place or is related to the Company’s business, such as might have a significant influence on: (i) the quoted price of the Company’s securities (“Securities”); (ii) investors’ decision to buy, sell or maintain the Securities; or (iii) investors’ decision to exercise any rights inherent to the status of holders of the Securities. There is a list of examples of situations which might constitute material information in Article 2 of Instruction 358

    1.5 Instruction 358:This refers to Instruction No. 358 issued by the Brazilian Securities Commission (Comissão de Valores Mobiliários) on January 3, 2002, as amended by CVM Instruction 369 of June 11, 2002, and subsequent amendments.

    1.6 Related Parties: Those indicated in Article 13 of Instruction 358, including the Company, its direct and indirect controlling stockholders, Chief Officers, members of the Board of Directors, or of the Audit Board, or of any other bodies whose technical or consultative functions are created by any provision of the Bylaws, managers and employees, subsidiary companies and/or companies under common control, and the respective controlling stockholders, members of the Board of Directors and of the corporate bodies with technical or consultative functions, providers of services and other professionals that have expressly subscribed to the Disclosure Policy and are obliged to obey the rules described in it, or, further, any person who, in the terms of Instruction 358, even if not having signed the Disclosure Policy, is aware of information relating to a material act or fact, by reason of his or her job, function or position in the Company, its controlling stockholders, its subsidiaries or affiliated companies.

    1.7 Disclosure Policy: This Policy for Disclosure of Material Information and Maintenance of Secrecy.

    1.8 The Company: Metalfrio Solutions S.A..

    1.9 The Securities: Any shares, debentures, real estate receivables certificates, warrants, subscription rights and receipts, promissory notes, purchase or sale options, or derivatives of any type, or any other securities or collective investment contracts issued by the Company or referenced to them which, by force of law are considered to be “securities”, existing on the day of approval of this Disclosure Policy or subsequently created.

2. Related parties must obey, comply with and make continual efforts to cause compliance with all the provisions of this Disclosure Policy.

3. The Company shall keep the list of Related Parties and their respective descriptions at its head office, indicating post or function, address and number of registry in the Brazilian registries of individual and/or corporate taxpayers, updating it whenever there is any change.

II - Objective

4. The objective of this Disclosure Policy is to establish the rules which must be obeyed by the Chief Investor Relations Officer and other related parties in relation to disclosure of Material Information and Maintenance of Secrecy on Material Information that has not yet been disclosed to the public. The Company’s Disclosure Policy was prepared in accordance with Instruction 358, but does not replace it. Related Parties must obey all the rules given by Instruction 358, and any subsequent changes to that Instruction.

5.Any queries on the provisions of this Disclosure Policy, the applicable regulations published by the CVM and/or on whether or not there is a need to disclose any given item of information to the public should be put to the Chief Investor Relations Officer.

III - Duties and responsibilities

The Company’s Chief Investor Relations Officer has the following responsibilities:

    (i) immediately upon becoming aware of any material act or fact which takes place or is related to the Company’s business and which is considered to be Material Information, to disclose and give notice of the same in writing to the CVM and to the stock exchange; and

    (ii) to make efforts at all times for widespread and immediate dissemination of the Material Information simultaneously to the CVM and the stock exchange, and in all the markets in which the Company has securities listed for trading, and also to the investing public in general.

7. The Notice of Material Information to the CVM and, as the case may be, to the stock exchange, should be given immediately by a document in writing, describing in detail, clearly and precisely, and in language accessible to the investor public, the acts and/or facts which have taken place, indicating, whenever possible, the amounts involved and other explanations.

8. The Material Information should be disclosed to the public by means of an advertisement published in the newspapers of wide circulation habitually used by the Company, and the advertisement may contain a summary description of the Material Information, provided that it indicates the Internet address where the complete description of the Material Information is available, the content of which is, at the minimum, identical to the text sent to the CVM, the stock exchange and to any other entities as applicable.

9. Whenever Material Information is published by any means of communication, including information to the press or in meetings of associations, investors, analysts or a selected public, inside or outside Brazil, the Material Information must obligatorily be disclosed simultaneously to the CVM and, as the case may be, to the stock exchanges and to the investing public in general.

10. Any Related Party that is aware of any act or fact which might be Material Information must report it immediately in writing to the Chief Investor Relations Officer.

11. Any Related Party that is aware of Material Information must communicate it in writing directly to the CVM whenever that party has advised the Chief Investor Relations Officer of it in accordance with item 10 above and, provided that the circumstances are not those of Chapter IV below, that party finds and certifies that there has been omission in the disclosure of that Material Information by the Chief Investor Relations Officer.

12. Material Information should, preferably, be published before the start of, or after the end of, the trading day of stock exchanges, so such disclosure shall take place taking into account the opening and closing times of those entities. If the stock exchanges are not operating simultaneously, the disclosure shall take place in relation to the times of operation of the stock exchanges located in Brazil.

IV - Exception to immediate publication of the Material Information

13. Any act or fact which constitutes Material Information may, exceptionally, not be disclosed if the Company’s controlling stockholders or managers believe that its disclosure would put any legitimate interest of the Company at risk.

14. The Company may submit for consideration by the CVM its decision exceptionally to maintain Material Information in secret when it believes that disclosure represents a risk to the Company’s legitimate interests.

15. If Material Information which is, in accordance with the previous item, not disclosed to the public escapes control, so that it comes to be known by persons other than those who were originally aware of it and/or those who decided to maintain the Material Information in secret, and/or by the public in general, and/or if an atypical change in the quotation, price or quantity of securities negotiated on stock exchanges takes place, the controlling stockholders or the managers are obliged, directly or through the Investor Relations Manager, to arrange for the said Material Information to be disclosed immediately to the CVM, to stock exchanges and to the public in general.

V - Duty to maintain secrecy on Material Information

16. Related Parties must maintain absolute secrecy on Material Information to which they have access by reason of their post or position which has not yet been published, in accordance with this Disclosure Policy and with Instruction 358, until such Material Information is disclosed to the public, and they also must make efforts to cause subordinates and third parties within their sphere of trust to do the same.

17. Related parties should not discuss Material Information in public places. Similarly, Related Parties may only discuss subjects related to the Material Information with those who need to know such information, that is to say, who are involved for reasons that result in the placement of the securities in the market, or organization for the due disclosure of the information to the public, having in mind always the objective of faithful compliance with the terms of Instruction 358 and this Disclosure Policy.

18. Any violations of this Disclosure Policy by Related Parties must be reported to the Company in the person of the Chief Investor Relations Officer, in accordance with Instruction 358, subject to the provisions of item 11 of this Disclosure Policy.

VI - Alteration

19. Any alteration in this Disclosure Policy must obligatorily be reported to the CVM and the stock exchanges.

VII - Period of validity

20. This Disclosure Policy comes into force on the day of the concession of the Company’s registry for listing or trading of its securities and shall remain in force for in indeterminate period, until there is any decision to the contrary by the Board of Directors.


II. Change in the Trading policy

The Policy on Trading in Securities issued by the Company may be changed by decision of the Board of Directors in the following situations:

    (i) when there is an express determination to this effect by the CVM;

    (ii) in the event of change in the applicable law or regulations, so as to implement such adaptations as become necessary;

    (iii) when the Board of Directors, in the process of assessment of the efficacy of the procedures adopted, finds a need for alterations.

The CVM, the Market Entities and the parties listed in 6.1.3 below must be informed by the Chief Investor Relations Officer of any change in the Policy for Trading in Securities issued by the Company in the manner demanded by the applicable rules.


III. Infringements and Sanctions

Without prejudice to such sanctions as may be applicable under the legislation in force, to be applied by the competent authorities, in the event of violation of the terms and procedures established in the Policy for Trading in Securities issued by the Company, it shall be the competency of the Board of Directors to take the disciplinary measures which are appropriate in the internal environment of the Company, including dismissal from a position held, or dismissal of the infringing party in the event of a serious violation.

If the appropriate measure is within the competency of the General Meeting of Stockholders under the law or under the Bylaws, the Board of Directors must call a General Meeting of Stockholders to decide on the question.


IV. Final Matters

6.1 The Company must send a copy of this Policy for Trading in Securities issued by the Company by registered correspondence to the Controlling Stockholder, Directors, members of the Board of Directors and, when the Audit Board is established, members of the Audit Board, requesting return to the Company of a Compliance Undertaking signed in accordance with Appendix II hereto, which shall remain filed at the Company’s head office.

6.1.1 At the same time when new Managers sign the Instrument of Consent upon taking office, signature of the Compliance Undertaking contained in Appendix I shall be required from them, and they shall be made aware of this Policy of Trading in Securities issued by the Company.

6.1.2 Before any of the persons referred to in 10.1 above carries out any transaction in securities issued by the Company, that person must be advised of the Policy for Trading in Securities issued by the Company, and must be required to sign the Compliance Undertaking contained in Appendix I.

6.1.3 The Company shall keep at its head office, at the disposal of the CVM, the list of parties referred to in item 10.1 and their respective descriptions, indicating post or function, address and their registry in the Brazilian Registries of Individual or Corporate Taxpayers, as the case may be, and shall immediately update these details whenever there is a change.

6.2 This Policy for Trading in Securities issued by the Company must be obeyed as from the date of its approval.