Trading Policy

I. Policy for Trading in Securities Issued by Metalfrio Solutions S.A.

I. PURPOSE

The purpose of this Policy is to consolidate the rules and procedures which must be obeyed by (i) controlling stockholders, managers and members of the Audit Board of the Company and any member of a body with technical or consultative functions created by any provision of the Bylaws; (ii) employees with access to Privileged Information; and (iii) any person why, by reason of his post, function or position in the Holding Company or the Subsidiary Companies, becomes aware of Privileged Information about the Company, to ensure compliance with practices of good conduct in the trading of securities.

All those who are subject to the duties and obligations specified in this Manual must conduct themselves in relation to subjects concerning the Company in accordance with the values of good faith, loyalty and truthfulness, and shall be aware that transparent, precise and opportune information published in a uniform and equitable manner to the market, constitutes the principal instrument available to the investing public to ensure the best returns on its investments. Competition between investors should take place in quality of analysis and interpretation of material information, and not on the basis of privileged access to this information.

II. DEFINITIONS

The terms and expressions listed below, when used in this Manual, shall have the following meanings:

Controlling Stockholder” or “Holding Company”: Such stockholder or group of stockholders linked by a Stockholders’ Agreement or otherwise or under common control as exercises the power of control of the Company, in accordance with Law 6404/76, as amended.

Managers”: The Company’s Chief Officers and the sitting and substitute members of its Board of Directors.

Market entities”: All securities exchanges or entities of the organized over-the-counter market on which the securities issued by the Company are listed for trading now or in the future, and also the equivalent entities in other countries.

The Company” or “Metalfrio”: Metalfrio Solutions S.A.

Members of the Audit Board”: When the Company’s Audit Board is established, its sitting and substitute members, elected by Ordinary General Meeting of Stockholders.

Authorized Brokers”: Securities brokers specifically authorized by the Company for trading of their securities by persons subject to the duties and obligations stipulated in this Policy.

"CVM": The Brazilian Securities Commission - Comissão de Valores Mobiliários.

Chief Investor Relations Officer”: The Chief Officer of the company responsible for the provision of information to the investing public, to the CVM and to the entities of the market, and also for the updating of the Company’s registry for listing with the CVM.

Former Managers”: Managers who are no longer part of the management of the Company.

Employees with access to Privileged Information”: Those employees of the Company who as a result of their post, function or position in the Company have access to any Privileged Information.

Privileged Information”: All information related to the Company or to its subsidiary companies or those which it jointly controls, which could significantly influence the trading price of the Securities and has not yet been disclosed to the investing public.

Instruction CVM 358/02”: Instruction 358 of the Brazilian Securities Commission (CVM - Comissão de Valores Mobiliários), of January 3, 2002, which governs disclosure and use of information about any material act or fact in relation to companies registered for listing, and also the trading of securities issued by a company registered for listing when any Material Fact has not yet been disclosed to the market, among other matters, with amendments introduced by CVM Instruction 369/02, and any others which may be published by the CVM during the period in which this instrument is in effect.

Related Parties”: Persons who have the following links with any of the Company’s Managers or members of the Audit Board: (i) spouse not judicially separated; (ii) personal partner (iii) any dependent included in the individual’s annual income tax return; (iv) companies directly or indirectly controlled by any Manager, member of the Audit Board, or Related Party.

Subsidiaries”: Companies in which the Company directly or through other companies holds rights of partnership which permanently provide preponderance in the Company’s decisions and the power to elect the majority of the Managers.

Compliance Undertaking”: A document undertaking to comply with this Manual, to be signed according to the form contained in Appendix I to this instrument, in accordance with Articles 15, § 1, sub-item I, and 16, § 1 of CVM Instruction 358/02.

Securities”: Any shares, debentures, warrants, receipts or subscription rights, promissory notes, purchase or sale options, index instruments or derivatives of any type, or any other securities or collective investment contracts issued by the Company, or referenced to them, such as are by legal definition considered to be securities.

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II. Policy on Trading in the Company’s Securities

Trading through Authorized Brokers, and Trading Lockup Periods

To ensure the standards of trading in the Company’s Securities specified in this Manual, all trading in Securities by the Company and by persons who are obliged to obey the terms and conditions of this Manual shall be carried out only through one of the Authorized Brokers, according to a list sent by the Company to the CVM, to be updated from time to time.

The Company, the Managers, the members of the Audit Board, Employees with access to Privileged Information, the Controlling Stockholders, subsidiaries and/or jointly controlled companies and all those persons who by reason of their post, function or position in the Holding Company or the subsidiaries may become aware of Privileged Information about the Company, and who have signed the Compliance Undertaking, may not trade Securities in the periods in which trading in Securities is suspended by order of the Chief Investor Relations Officer (“the Trading Blackout Period”).

The Chief Investor Relations Officer is not obliged to disclose the reasons for ordering a Trading Blackout Period, and the above mentioned persons must keep such order secret.

Restrictions on trading prior to disclosure of a Material Event

Trading in Securities (a) by the Company; (b) by the Controlling Stockholders, Managers, members of the Audit Board or employees with access to Privileged Information, or (c) by any person who by reason of his post, function or position in the Holding Company or the subsidiaries has signed the Compliance Undertaking and may become aware of Privileged Information on the Company, is prohibited from trading in Securities until the Company discloses a Material Announcement to the market advising of any Material Event, in the following cases:

    (i) when any Material Event occurs in relation to the Company’s business;

    (ii) (a) when an acquisition or disposal of securities by the Company itself, its subsidiaries or another company under common control is in progress, or (b) when an option or a mandate for this purpose has been given, exclusively on the dates on which the Company itself trades in, or informs any Authorized Brokers that it will trade in, securities issued by the Company itself;

    (iii) when an intention exists to carry out an absorption, total or partial split, merger, transformation or stockholding reorganization of the Company.

Exceptions to the general restrictions on trading in Securities

The restrictions on trading herein specified do not apply to the Company itself, to the Controlling Stockholders, to the Managers, to the members of the Audit Board nor to the employees with access to Privileged Information, as from the date of signature of the Compliance Undertaking, when they carry out transactions that are admissible under this Trading Policy.

Trading by the parties referred to above shall qualify under the Trading Policy when it has the characteristics of long-term investment, obeying at least one of the following characteristics:

    (i) execution by the Company of purchases under a Share Buyback Program for cancellation or for holding in treasury; e

    (ii) variable remuneration investment received as a share in the profits and results of the Company, in the acquisition of Securities.

Restrictions on trading after disclosure of a Material Event

In the cases specified above, even after disclosure of a Material Event, the prohibition on trading shall remain in force if this might interfere in the trading conditions of the Securities in such a way as to cause damage to the Company itself or to its stockholders, and the Chief Investor Relations Officer must give notice of such additional restriction.

Prohibition on trading prior to publication of Quarterly and Annual Information and the Financial Statements

The Company, the Managers, the Controlling Stockholders, the members of the Audit Board, employees with access to Privileged Information, and all those who by reason of their post, function or position in the Holding Company or the subsidiaries might have knowledge of Privileged Information about the Company and have signed the Compliance Undertaking, may not trade Securities within 15 (fifteen) days prior to disclosure or publication, as the case may be, of:

    (i) the formal Quarterly Information Bulletins (ITRs) filed by the Company;

    (ii) the Annual Information (DFPs and IAN) filed by the Company;

    (iii) the Company’s Financial Statements.

The Authorized Brokers (a) shall not register any transactions for purchase or sale of Securities carried out by the above mentioned persons if they are made during the 15 (fifteen) days prior to the disclosure or publication of the periodic information mentioned above or the Company’s financial statements, and (b) shall inform the Company when such transactions take place.

Prohibition on decisions in relation to acquisition or sale of shares issued by the Company

The Board of Directors may not approve acquisition or sale of Securities issued by the Company itself for such period as information relating to any of the following matters is not disclosed to the public by publication of a Material Announcement:

    (i) signing of any agreement or contract for the purpose of transfer of stockholding control of the Company;

    (ii) granting of an option or mandate for the purpose of transfer of stockholding control of the Company; or

    (iii) existence of an intention to carry out any absorption, total or partial split, merger, transformation or stockholding reorganization that involves the Company.

If, after the approval of a Share Buyback Program, an event occurs of any of the three types above, the Company shall immediately suspend transactions in Securities issued by itself until disclosure of the respective Material Announcement.

Prohibition on trading applies to Former Managers

Former Managers who cease to be involved in management of the Company before the public disclosure of a Material Event in relation to the business or an event which began during their period of management may not trade Securities:

    (i) during a period of 6 (six) months after their no longer being involved in the Company’s management; or

    (ii) before such 6-month period is completed, up to the disclosure by the Company of the Material Event to the market.

In the case of item (ii) above, if trading in the Securities after disclosure of the Material Event could interfere in the conditions of the business referred to, to the detriment of the Company or of its stockholders, the Former Managers may not trade Securities during the period indicated in item (i) above.

Prohibitions on indirect trading

The prohibitions on trading specified in this Manual also apply to trading activities carried out directly or indirectly by Managers, Controlling Stockholders, members of the Audit Board, employees with access to Privileged Information, or any person who by reason of his or her post, function or position in the Holding Company or the subsidiaries is or could be aware of Privileged Information about the Company and has signed the Compliance Undertaking, when such transactions take place through the intermediary of:

    (i) companies controlled by them; or

    (ii) third parties with whom they have signed a securities portfolio administration contract or a trust transaction.

Transactions carried out by investment funds in which the persons mentioned in the above item are unit holders shall not be considered indirect transactions, and shall not be subject to the prohibition specified in this Policy, if:

    (i) the investment funds are not exclusive; and/or

    (ii) if the trading decisions of the investment fund manager cannot be influenced in any way by the fund’s unit holders.