Trading Policy


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I. Definitions

1.1 The terms and expressions listed below, when used in this Trading Policy, will have the following meaning:

"Controlling Shareholder": as applicable, means the shareholder or group of shareholders bound by a shareholders‘ agreement or under common control that exercises the company‘s control power, pursuant to Law No. 6.404/76 and subsequent amendments thereto.

"Officers and Directors": means the Company‘s officers and members of the board of directors, whether active or alternate.

"Company": Qualicorp Consultoria e Corretora de Seguros S.A.

"Fiscal Council Members": the member of the Company Fiscal Council, titular ruler and substitutes, when installed, elected by resolution of the Company Shareholders General Meeting.

"Accredited Brokerage Companies": the securities brokers specifically accredited by the Company to trade its securities by Related Parties.

"CVM": the Securities Exchange Commission.

"Investors Relations Officer": The Company Officer responsible for providing information to the investor, to CVM and to the Market Entities, as well as for drawing up the register of publicly held company of the Company before CVM.

"Market Entities": the group of stock exchanges or entities of the organized over the counter market in which the securities issued by Company are or may be admitted to trading, as well as the equivalent entities in other countries.

"Former Officers and Directors": the Officers and Directors who no longer belong to the Company management.

"Employees with access to Privileged Information": the employees and other coworkers of the Company who, due to their title, function or position in the Company have access to any Privileged Information.

"Privileged Information": any information related to the Company or its Subsidiaries that may significantly influence in the Securities quotation, in accordance with Instruction 358 and which has not been disclosed to the investor yet.

"Instruction 358": the Instruction of the Securities Commission n. 358, of January 3, 2002, as amended.

"Lock-up Period": any period in which the trading of Securities is prohibited by regulatory determination of the Investors Relations Officer.

"Relative Parties": the persons who are related to the Officers and Directors and Fiscal Council Members of Company as follows: (i) the spouse, of whom he/she is not legally separated, (ii) the companion; (iii) any dependant included in the individual annual income tax return; and (iv) the companies directly or indirectly controlled by the Officers and Directors, by Fiscal Council Members or by the Relative Parties.

"Related Parties": the Company, the Controlling Shareholders, Officers and Directors, Fiscal Council Members and Employees with access to Privileged Information, and further, any person who, by virtue of his/her title function or position in the Controlling Company or in its Subsidiaries, have expressly adhered to the Trading Policy and are undertaken to the compliance with the rules therein.

"Trading Policy": this Trading Policy of Securities issued by Company.

"Subsidiaries": mean the companies in which the Company, directly or through other subsidiaries, is the holder of shareholder‘s rights that permanently ensure the majority of votes on corporate resolutions and the power to elect the majority of the officers and directors.

"Adherence Term": instrument of adhesion to this Trading Policy, to be signed according to model included in Annex I to this Trading Policy, pursuant to articles 15, § 1, item I and 16, § 1 of Instruction 358.

"Securities": shares, debentures, subscription warrants, subscription receipts and rights, promissory notes, purchase or sales options, indices and derivatives of any type or, further, any other bonds or collective investment agreement issued by Company, or referred to them, which are considered securities by legal definition.


II. Purpose

2.1. The purpose of this Trading Policy is to clarify the rules that shall be observed by the Officers, members of the Board of Directors, of the Fiscal Counsil, if installed, and of any bodies with advisory or technical functions created by statutory provision, as well as their spouses not legally separated, companion or dependant included in the annual income tax return, and companies, directly or indirectly, controlled by them, pursuant to art. 11 of the Instruction 358, and by the Company, aiming to prevent and punish the use of Privileged Information related to the Company on own behalf of the Related Parties trading with Securities and issue the guidelines that will rule, in an ordered manner and within the limits established in law, the trading of such Securities, pursuant to Instruction 358 and the internal policies of the Company.

2.2. Such rules also search for preventing the insider trading practice (undue use on own or third party behalf of Privileged Information) and tipping (tips of Privileged Information for the benefit of third parties), maintaining the transparency in the trading of our Securities.

2.3. The rules of this Trading Policy define periods in which the Related Parties shall abstain from trading Securities, so as to avoid the questioning in relation to the undue use of Material Information not disclosed to the public.

2.4. In addition to the Related Parties, the rules of this Trading Policy are also applicable to the cases in which the trading by the Related Parties are directly and/or indirectly held on their own behalf, through the use, for example, of: (a) company controlled by them directly or indirectly; (b) third parties with which a management agreement, trustee, management of investment portfolio in financial assets is held; (c) proxies or agents; and/or (d) spouses from whom they are not legally separated, companions and any dependants included in their annual income tax return. Accordingly, as indirect trading is understood the ones in which the Related Parties, although not conducting them on their behalf, have the control and the decision Power on the trading realization.


III. Trading Policy of Securities of the Company

3.1. Trading through Accredited Brokerage Companies and Lock-up Periods

3.1.1 n order to assure the trading Standards with the Company Securities set forth in this Trading Policy, all trading with Securities by the Company itself and by the persons undertaken to observe the terms and conditions of this Trading Policy will only be carried out with the intermediation of any Accredited Brokerage Companies, according to list sent by the Company to CVM, to be drawn up from time to time.

3.1.2 The Related Parties which have signed the Adherence Term cannot trade their Securities in the Lock-up Periods.

3.1.3 The Investors Relations Officer is not obliged to inform the reasons for determination of the Lock-up Period, and the Related Parties shall keep such determination in absolute secrecy.

3.2. Restrictions to the Trading in the Event of Non-Disclosure of Material Act or Fact

3.2.1 It is prohibited the trading of Securities by Related Parties which may be aware of Privileged Information about the Company, until the disclosure to the market as Material Act or Fact. The rule of sub item 3.2.1 also applies

  • when (a) the acquisition or disposal of Securities by the Company itself, its Subsidiaries or other company under jointly control is in progress, or (b) an option or power of attorney has been granted with this purpose, solely at the dates in which the Company itself trades or informs to the Accredited Brokerage Companies that will trade with Securities of its own issuance; and
  • if there is the intention of promoting spin-off (partial or total), merger, transformation or corporate reorganization of the Company.

3.3. Exceptions to General Restrictions of the Securities

3.3.1 The restrictions to trading herein set forth are not applicable to the Related Parties when carrying out operations authorized in the scope of this Trading Policy, as described in item 3.3.2., below.

3.3.2 The trading of the Related Parties conducted in accordance with long term investment plan approved by the Company will be comprised in the scope of the Trading Policy, meeting at least one of the characteristics:

  • execution by the Company, of the purchases object of the shares repurchase agreement for cancellation or to be held in treasury;
  • variable compensation investment received by the Related Party, as profit sharing of the Company, through the acquisition of Securities; or
  • acquisition of shares for cancellation or to be held in treasury or disposal of treasury shares by the Company, by means of private trading, arising from the exercise of purchase option in the scope of the Company stock purchase option, duly approved by the General Meeting.

3.4. Restrictions to the Trading After the Disclosure of Material Act or Fact

3.4.1 Even after the disclosure of Material Act or Fact, the restrictions for trading will continue prevailing, if it may interfere in the trading conditions of with Securities, so as to result in damage to the Company itself or to its shareholders, and such additional restriction shall be informed by the Investors Relations Officer.

3.5. Prohibition of Trading Prior to the Disclosure of Quarterly Information, Standardized Financial Statements and Distribution of Results

3.5.1 The Relative Parties cannot trade Securities in the period of 15 (fifteen) days prior to the disclosure or publication, when applicable of (i) the Company quarterly information (ITR); or (ii) standardized financial statements of the Company (DFP). The restrictions set forth in item 3.5.1 above, do not apply in the event of individual investment program which complies with the requirements set forth in article 15, §3 of Instruction 358, by means of which the persons submitted to this Trading Policy indicate in an approximate manner, the volume of resources to be invested or the number of securities issued by the Company to be traded and the duration term of the investment.

3.5.2. The same persons mentioned in item 3.5.1 above shall not trade Securities in period to be determined by the Investor Relations Officer, comprising the decision made by the competent body, of increasing the capital stock, distributing result, bonuses in shares or their derivatives or approving the split-off , and the publication of the related calls or announcements.

3.5.3. The Accredited Brokerage Companies (a) will not register the purchase or sales of Securities carried out by the persons mentioned above, if conducted during the 15 (fifteen) days prior to the disclosure or publication of this periodical information or the Company financial statements, and (b) will inform the Company upon the occurrence of these operations.

3.5.4. The Accredited Brokerage Companies will receive from the Company a list of the Related Parties, which will be prevented from trading Securities during the periods mentioned in item 3.5.1.

3.5.5. The Accredited Brokerage Companies will execute a liability commitment, assuring the fulfillment of the obligations set forth in item 3.5.3., above.

3.6. Prohibition to Resolution Related to the Acquisition or Disposal of Shares Issued by the Company Itself

3.6.1 The Board of Directors cannot approve the acquisition or sale by the Company, of Securities issued by the Company itself while, it is not disclosed to the public, if applicable, by means of publication of Material Act or Fact, information related to:

  • execution of any agreement or contract for the transfer of the Company‘s shareholding control; or
  • granting of option or power of attorney for the transfer of the Company‘s shareholding control; or
  • existence of any intention to promote the merger, total or partial split-up, transformation or corporate reorganization involving the Company.

3.6.2 If, after the approval of repurchase agreement, any fact comprised in any of the three events above occurs, the Company will suspend immediately the transactions with Securities issued by itself until the disclosure of the related Material Act or Fact.

3.7. Prohibition to the Trading Applicable to Former Officers and Directors

3.7.1 The Former Officers and Directors who no longer belong to the Company management before the public disclosure of Material Act or Fact related to business or fact started during their management period cannot trade Securities:

  • for a period of 6 (six) months after the resignation thereof; or
  • before completing 6 (six) months of the resignation thereof, until the disclosure by the Company, of Material Act or Fact to the market;

3.7.2 In the event of item (ii) above, if the trading with Securities, after the disclosure of Material Act or Fact, may interfere in the conditions of said trading, in prejudice of the Company or its shareholders, the Former Officers and Directors cannot trade Securities for the period indicated in item (i) above.

3.8 Prohibition to Indirect Trading

3.8.1 The prohibitions disciplined in this Trading Policy also apply to trading carried out by Related Parties, including in the cases in which this trading is held by means of:

  • a company controlled by the foregoing persons;
  • third parties with whom they have executed an agreement for management of securities portfolio of trust; or
  • Relative Parties or any persons who are aware of Privileged Information, through any of the persons prohibited of trading, knowing that this one has not been disclosed to the market.

3.8.2 The trading made by investment funds/clubs whose quota holders are the persons mentioned in the item above will not be considered indirect trading nor subject to the prohibitions set forth in this Trading Policy, provided that:

  • the investment funds and/or clubs are not exclusive; and
  • the trading decisions of the investment fund and/or club manager cannot in any manner be influenced by their related quota holders.

3.9 Adherence to the Trading Policy

3.9.1. The adherence to this Trading Policy is mandatory, by means of signature of the Adherence Term prepared in the terms of Annex I, by all the Related Parties.

3.9.2. The Company will keep available to CVM, the list of persons who adhered to this Trading Policy.


IV. Amendments to the Trading Policy

4.1 By means of the Board of Directors resolution, the Company Trading Policy may be amended in the following situations:

  • when there is an express determination of CVM in this sense;
  • before any change in the applicable rules and regulations, so as to implement the necessary adjustments;
  • when the Board of Directors, upon assessment of the efficiency of the procedures adopted, identify the need for amendments.

4.2 The amendment to the Company’s Trading Policy shall be communicated to CVM and to the Market Entities by the Investors Relations Officer, as set forth in the applicable rules, as well as to the persons included in the list mentioned in item 9.1.3 below.

4.3 This Trading Policy cannot be amended in the event of non disclosure of Material Fact.


V. Infractions and Sanctions

5.1 Without prejudice to the sanctions conceivable pursuant to effective legislation, to be applied by the competent authorities, in the event of breach of the terms and procedures set forth in this Trading Policy, it will be the Investors Relations Officer responsibility to take the applicable disciplinary measures in the scope of the Company, after consultation with the Board of Directors, including the destitution of the title or dismissal of the violator in the events of serious violation.

5.2 If the applicable measure is of legal or statutory competence of the General Meeting the Board of Directors shall call it to resolve on the matter.


VI. Indemnifying Obligations

6.1. The Related Parties responsible for the non compliance with any of the provisions of this Trading Policy undertake to reimburse the Company and/or other Related Parties, fully and without limitation, of all losses that the Company and/or other Related Parties may incur and which arise, directly or indirectly, from such non compliance, regardless of and without prejudice of the sanctions applicable by CVM.


VII. Third Parties Liabilities

7.1. The provisions of this Trading Policy do not suppress the responsibility of third parties not directly related to Company who have access to Material Act or Fact.


VIII. Confidentiality Obligations

8.1. The Related Parties should keep secrecy of the information related to material act or fact to which they have privileged access due to the title or position occupied until its disclosure to the market, as well as to watch for reliable subordinates and third parties also do so, being severally liable in the event of non compliance.


IX. Final Provisions

6.1 The Company shall send by registered mail to the Controlling Shareholder, officers, Board of Directors and Fiscal Council members, when installed, copy of this Trading Policy, requesting the return to the Company of the adhesion instrument duly signed according to Annex I of this document, which will be kept filed at the Company headquarter.

9.1.1 Upon the execution of the taking office of new Officers and Directors the signature of the instrument included in Annex I shall be required, providing them with the prompt awareness of this Trading Policy.

9.1.2 The communication of the Company Trading Policy, as well as the requirement to sign the instrument included in Annex I, to persons not referred to in item 9.1, above, will be carried out before such person may conduct any trading with Securities issued by Company.

9.1.3 The Company will keep in its headquarter, available to CVM, the list of persons contemplated in item 9.1 and related qualifications, indicating title or function, address and number of enrollment in the National Register of Corporate Taxpayers or in the National Register of Individual Taxpayers of the Ministry of Finance, drawing it up immediately, whenever any change occurs.


Model OF Adherence Term TO THE Trading Policy OF Securities

I, [name and qualification], [title], by means of this Term, adhere to the Trading Policy of Securities of Qualicorp Consultoria e Corretora de Seguros S.A., approved at the do Board of Directors meeting held on [œ] [œ], [œ].

[Locations and date]

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