Irani

Policy For Trading of Securities

IRANI is a company committed to the best corporate governance practices and it prioritizes transparency and the breadth of its information disclosures in order to establish necessary conditions for strengthening the relationship with its shareholders and other stakeholders.  

The Company, by the deliberation of Board of Directors, approves Policy for trading of securities issued by the company, for the Controlling Shareholders, direct or indirect, directors, Board Members, Financial/Audit Committee and any other bodies with technical or advisory functions, created by statutory disposition, according to the determination in the CVM Instruction n° 358/02, amended by CVM Instructions n° 369/02 and 449/07.

With views to assure suitable trading standards with Company securities, the system has been adopted where by all of the trading on the part of the Company and of the people that adhere to this Policy will only be made by the intermediation of Brokers.

The Company will keep in its headquarters, at CVM disposal, the list of people described earlier and their respective qualifications, indicating the position or function, address and registration number in the Cadastro Nacional de Pessoas Jurídicas ou no Cadastro de Pessoas Físicas, updating it immediately whenever there is a modification.

The Trading Policy cannot be approved or altered by the act or material fact still unpublished, and it will be required to:

I - count with the expressed adhesion of the Controlling Shareholders, direct or indirect, Directors, Board Member, Audit Committee and any other bodies with technical or advisory functions, created by statutory disposition, that want to benefit from it, which should be strictly observed ; and,

II - to include the prohibition of trade, for at least the period of 15 (fifteen) days before the disclosure of the three monthly information (ITR) and the annual information (DFP) of the company; and,

III - adopt procedures that assure that in no way the Company will trade its own shares during the periods of established prohibition as per the CVM n° Instruction 358/02 and its own trading policy;

The Company´s Director of Investor Relations is the person responsible for the execution and following of the disclosure policy and use of the information and the Policy of trading securities of the Company.

(i) Before the disclosure to the market about act or material fact that happened to the company’s business, the trading of securities is suspended, or to them to be referenced, by the company, by the direct or indirect Controlling Shareholders, Directors, the Board Members, Finance/Audit Committee and any bodies with technical or advisory functions, created by statutory disposition, or for those that, because of their position, or post in the company, the subsidiaries, the affiliates or associated companies, have knowledge of information related to the act or material fact of the Company.

(ii) The same restriction described above (i) applies to those who have knowledge of information related to act or material fact, knowing that the information has not been disclosed to the market, especially to those that have a commercial, professional relationship or a relationship of trust with the company, such as independent auditors, security analysts, consultants and institutions that are members of the distribution system, to the which should verify regarding the disclosure of the information before trading securities issues by the company or referenced to them.

(iii) The same restriction described above (i) applies to the Administrators that withdraw from the Company before the public business disclosure or the fact initiated during the period of his administration, and this will be extended for six months after his removal.

(iv) The same restriction described above (i) will prevail whenever the intention exists of promoting incorporation, total or partial split, merge, transformation or reorganization of the Company. The period of prohibition starts on the first day when the Company decides on the intention to perform such incorporation, total or partial split, merge, transformation or reorganization (for example, call notice for general shareholders meeting, minutes of board of directors meeting, managing meetings, among others).

(v) The same restriction described above (i) will prevail in relation to the Controlling Shareholders, direct or indirect, Directors and Board Members, whenever an acquisition or alienation of shares issued by the company, by the subsidiaries, or if there has been granted an option or mandate for the same purpose.

(vi) Also the restricted trading period is effected for the people describe above (i) during the period that comprises any decision of the Board of Directors and the date of publishing of notices and announcements related to: (i) any form of capital increase, including share grouping or split, (ii) dividends distribution; (iii) bonification.

(vii) Also the restricted trading period is effectedfor the people describe above (i) during the period of 15 (fifteen) days before the disclosure of quarterly information (ITR) and annual information (DFP) of the Company.

The aforementioned prohibitions (i) to (iv) will cease to have any power as soon as the Company publishes the material fact to the market, except if the trading of shares can interfere in the conditions of the referred business, damaging the Shareholders or the Company itself.

The foreseen restrictions are not applied in the following cases:

(i) The restriction described in item (i) do not apply in the acquisition of shares that are in treasury, by way of a private trading, due to the exercise of purchase option in agreement with the plan that grants the option of the purchase of shares as approved in shareholders general meeting.

(ii) The restrictions described in items (i) to (iv) do not apply in the trading carried out by the Company, by the Controlling Shareholder, direct or indirect, Directors, Board Members, Financial/Audit Committee and any other bodies with technical or advisory functions created by statutory disposition, according to the approved policy of trading.

(iii) If any agreement or contract has been signed that seeks the transfer of the respective stock control, or if it has been granted the option or mandate for this purpose, as well as the intention exists of promoting incorporation, total or partial split, merge, transformation or reorganization of the company; and while the operation is not declared public through the publication of amaterial relevant, the board members of the company cannot decide on the acquisition or the alienation of shares issued by Company.

The Director of Investors Relations may, regardless of the justification or the existence of an act or material fact not yet disclosed, establish periods in which the people describe above will not be able to negotiate securities issued by the Company, or to them referenced. These people shall keep secrecy over such periods.

The Company has a Policy of Disclosure and Use of Information about Act or Material Fact in force, according to which, Controlling Shareholders, direct or indirect, Directors, members of the Board of Directors, Fiscal Committee and any other bodies with technical or advisory functions, created by statutory disposition, shall keep secrecy about such information, and is prohibited, according to the applicable law, use this information to take advantage for itself or other, through the purchase  or sale of securities.

The restrictions included in this Policy do not apply to the private trading between people mentioned in item I above, in which private trading is realized neither over a stock exchange nor an organized over-the-counter market.

Non compliance with the Policy will subject violators to disciplinary sanctions, in accordance with the internal norms of the Company and as provided in this item, without prejudice to applicable administrative, civil, and penal sanctions.

a) the persons referred to in item (i) will be subject to sanctions as resolved by the Company’s Board of Directors, after investigation and referral by the Ethics Committee.

b) the persons referred to in item (i) will be subject to sanctions of warning,suspension or termination for cause, depending on the gravity of the infraction;

c) infraction by any of the persons referred to in item (i) will be characterized as contractual breach, and the Company may, without any burden, terminate the respective contract and demand payment of the penalty established for in it, without prejudice to losses and damages.

d) when an infraction is serious, the Ethics Committee, without prejudice to its attributions, will refer the case for the information of the Board of Directors.

The prohibition of trading set out in this Policy are applied to realized trading, direct or indirectly, for the Administrators, Controlling Shareholders, Auditing Committee, Employees and Executives with access to Relevant Information and all the other Bodies with Technical or Advisory Functions of the Company, and still, for those that, because of their post, function or position in the Controlling Company, Subsidiaries, have knowledge of relevant information of an Act or Material Fact of the Company, and that have signed the Term of Adhesion.

This Policy was approved by the Board of Directors of the Company at November 20, 2012 and any alteration or revision should be submitted to the Board, this policy may not be altered on the dependency of the disclosure of an act or material fact.