I – DEFINITIONS AND ADHESION
 II – PURPOSE
 III – DUTIES AND RESPONSIBILITIES
 IV – EXCEPTION TO THE IMMEDIATE DISCLOSURE OF MATERIAL INFORMATION
 V – OBLIGATION TO MAINTAIN MATERIAL INFORMATION CONFIDENTIAL
 VI – OBLIGATION TO INDEMNIFY
 VII – AMENDMENTS
 VIII – TERM OF EFFECTIVENESS
 APPLICABLE DEFINITIONS

Please click here to access the pdf version of the “Disclosure Policy of Universo Online S.A.”

I – DEFINITIONS AND ADHESION

1. The definitions used in this Disclosure Policy will have the respective meanings described in the Applicable Definitions of the Disclosure Policy.

2. The controlling shareholders of the Company, its executive officers, members of the Board of Directors, Fiscal Council and any other departments performing technical or consulting activities created by means of statutory provision, Company’s managers and employees that have frequent access to Material Information and others that the Company deems necessary or convenient shall sign the Adhesion Term to the present Disclosure Policy, and they shall become bound for the purposes described herein.

3. The Company will keep in its headquarters a list of Related Persons and their corresponding qualifications, indicating their position or job specifications, address and Individual’s and/or Legal Entity’s Taxpayer Register numbers, and this list will be updated whenever changes to this data occur.

II – PURPOSE

4. The purpose of this Disclosure Policy is to set forth rules which shall be complied with by the Investor Relations Officer and other Related Persons concerning the disclosure of Material Information and the confidentiality maintenance on the Material Information which has not been disclosed to the public yet. The Company’s Disclosure Policy was elaborated under the terms of CVM Instruction 358/2002.

5. Any doubts on the provisions of this Disclosure Policy, the applicable regulation published by the CVM and/or on the necessity to disclose or not certain information to the public must be clarified with the Investor Relations Officer.

III – DUTIES AND RESPONSIBILITIES

6. The Company’s Investor Relations Officer is responsible for the following, in addition to his/her duties set forth by Law or established by the Brazilian Securities and Exchange Commission (CVM), the Bylaws or the Board of Directors:

(i) to disclose and inform to the CVM and the Stock Exchanges, immediately after his/her knowledge, any material act or fact taken place or related to the Company’s business which is considered Material Information;

(ii) to care for the wide and immediate dissemination of Material Information simultaneously on the Stock Exchanges as well as to the general investing public.

7. The disclosure of Material Information to the CVM and the Stock Exchanges must be made immediately by means of a written document, describing with details the acts and/or facts taken place, indicating, whenever possible, the amounts involved and other clarifications.

8. The Material Information must be disclosed to the public by means of a notice published in the newspapers used by the Company. This notice may contain the summarized description of the Material Information, as long as it indicates the Internet address where the complete description of the Material Information is available, in content at least equal to the text sent to the CVM and the Stock Exchanges.

9. Whenever Material Information is spread by any means of communication, including information to the press or at meetings of class entities, investors, analysts or with selected public, in Brazil or abroad, the Material Information will be simultaneously disclosed to the CVM, the Stock Exchanges and the general investing public.

10. Any Related Person who has knowledge of acts or facts which may represent Material Information must immediately inform the Investor Relations Officer.

11. The Related Persons who have knowledge of Material Information, shall whenever they confirm any omission in the disclosure of Material Information, and the omission is characterized after three (3) elapsed business days as from the proven acknowledgement of written notice addressed to the Investor Relations Officer, communicate such Material Information directly to the CVM.

12. The Material Information must, preferentially, be disclosed before the beginning or after the closing of trading on the Stock Exchanges. Should the Stock Exchanges not be simultaneously operating, the disclosure will be made complying with the trading hours of the Stock Exchanges located in Brazil.

IV – EXCEPTION TO THE IMMEDIATE DISCLOSURE OF MATERIAL INFORMATION

13. The acts or facts which constitute Material Information may not be disclosed should its disclosure pose risk to the Company’s legitimate interest.

14. The Company may decide to submit to the appreciation of the CVM matters on the disclosure to the public of Material Information which may pose risk to the Company’s legitimate interest.

15. Whenever the Material Information still not disclosed to the public becomes known by several persons who (i) had originally knowledge; and/or (ii) decided to maintain the Material Information confidential, or, should be verified that an unusual fluctuation in the quotation, price or number of traded Securities took place, the Investor Relations Officer must provide for the Material Information to be immediately disclosed to the CVM, the Stock Exchanges and the public.

V – OBLIGATION TO MAINTAIN MATERIAL INFORMATION CONFIDENTIAL

16. The Related Persons must maintain confidentiality on Material Information which has not been disclosed yet, to which they have access due to post or position they hold, until such material information is disclosed to the public, as well as to manage that reliable subordinated persons or third parties also do the same.

17. Even after its disclosure to the public, the Material Information must be considered as undisclosed until the market participants have received and processed the Material Information in a reasonable time.

18. The Related Persons must not discuss Material Information in public places. Accordingly, the Related Persons must only talk about issues related to the Material Information to those who have the necessity to be aware of the Material Information.

19. Any violations of this Disclosure Policy verified by Related Persons must be immediately informed to the Company by the Investor Relations Officer.

20. Should any Related Person verify that some Material Information still not disclosed to the public became known by several persons who (i) had originally knowledge; and/or (ii) decided to maintain the Material Information confidential, or, also, that an unusual fluctuation in the quotation, price or number of traded Securities took place, such facts must be immediately informed to the Company by the Investor Relations Officer.

VI – OBLIGATION TO INDEMNIFY

21. Related Persons that fail to comply with any of the provisions set forth in this Disclosure Policy are obliged to indemnify the Company and/or other Related Persons, fully and with no limitations, for all losses that the Company and/or other Related Persons may suffer and that result from this non-compliance, whether directly or indirectly.

VII – AMENDMENTS

22. Any amendments to this Disclosure Policy must necessarily be notified to the CVM and Stock Exchanges.

VIII – TERM OF EFFECTIVENESS

23. The present Disclosure Policy shall be in force on the date of granting of the publicly-held company registration to the Company or on the date of its approval by the Board of Directors, whichever comes last, and shall be valid for indeterminate term, until otherwise determined by the Board of Directors.

APPLICABLE DEFINITIONS

Adhesion Term – The formal instrument executed by Related Persons and recognized by the Company, through which they express their acknowledgement of the rules set forth in the Disclosure Policy, undertaking to comply with these rules and ensure that they are enforced by individuals under their influence, including subsidiaries, affiliates or under common control, spouses and dependents, directly or indirectly.

Board of Directors – Universo Online S.A.’s Board of Directors.

Bylaws – Universo Online S.A.’s Bylaws.

Company – It means Universo Online S.A.

CVM – It means the Brazilian Securities and Exchange Commission.

Disclosure Policy – It means the Disclosure Policy of Material Information and Confidentiality Protection.

Investor Relations Officer – It means the Company’s officer elected to exercise the attributions provided for by CVM regulation.

Material Information – It means any controlling shareholder decision, resolution of the General Meeting or the management bodies of the Company or any other political-administrative, technical, business or economic-financial character act or fact taken place or related to the Company’s business, which may considerately influence (i) quotation of Securities; (ii) investors’ decision to buy, 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 which may represent Material Information are found in the Article 2 of CVM Instruction 358/2002.

Related Persons – It means the Company, its direct and indirect controlling shareholders, Officers, members of the Board of Directors and the Fiscal Council and any other bodies with technical or consulting functions created by means of statutory provision, managers and employees, controlled companies and/or companies under common control and respective controlling shareholders, members of the management and bodies with technical or consulting functions who have expressly adhered to the Disclosure Policy and are obliged to comply with the rules described herein.

Securities – It means shares, debentures, subscription bonus, subscription rights and receipts, promissory notes issued by the Company and derivatives referring to any of these Securities. Stock Exchanges – It means the São Paulo Stock Exchange – BOVESPA and any other stock exchanges or organized trading markets in which the Company has Securities admitted for trading.

Last Update on January 03, 2007