Irani

Policy of Disclosure And Use of Information

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.  

This Policy, has as its objective, the establishing of the standards of conduct and transparency that are to be observed by the Controlling Shareholders, Directors, Members of the Board of Directors, Audit Committee and any other bodies with technical or advisory functions, employees and executives with access to relevant information, and, those that because of their job, function or position in the Company andits subsidiaries, have knowledge of information related to an Act or Material Fact about the Company. This Policy establishes procedures to treat privileged information in a careful way, ensuring the confidentiality and preventing its leakage to the market, seeking full compliance to the regulation.

The afore mentioned people will be formally communicated about the decision of the Board of Directors to approve or amend this Policy and should agree to a Term of formal Adhesion, in an instrument that should remain filed at the headquarters of the company while the person maintains their link, and for five years, at least, after their disconnection from the company, as foreseen in the article 16, § 1° of the Instruction CVM N° 358/02.

The Company will maintain at its headquarters, at CVM disposal, the list of afore mentioned people and their respective qualifications, indicating their position or function, address and registration number in the Cadastro Nacional de Pessoas Físicas e/ouPessoas Jurídicas, updating it whe never there is a change. The Policy of Disclosure was elaborated under the terms of CVM Instruction n° 358/02 and CVM Instruction n° 547/14.

The Acts or Material Facts can, exceptionally, cease to be informed if the controlling shareholders or the administrators consider that its revelation will put at risk the legitimate interests of the Company.

The Company may decide to submit for the appreciation of CVM matter about the disclosure to the public of Acts or Material Facts that may put in risk legitimate interest of the Company. Whenever an Act or Material Fact not yet communicated to the public becomes the knowledge of people different from those who originally had knowledge and/or decide to keep the information secret, or, in the case of an unusual fluctuation in the price or amount traded, the Director of Investors Relations must arrange for the Act or Material Fact to be immediate communicate to CVM, BM&FBOVESPA and to the public.

Comply with the controlling shareholders, directors, board of directors, finance/audit committee and any other bodies with technical or advisory functions, created by statutory arrangement, and employees of the Company, to keep secret the information relating to the act or material fact to which they have privileged access because of the position or post that they occupy, until the disclosure to the market, as well as to ensure that their subordinates and third parties of trust also follow these instructions, answering with these in the possibility of non compliance. The employees of the Company are not allowed to give interviews or make statements to the press regarding to a Material Fact of the Company, without being previously authorized by the Director of Investors Relations.

Even after the disclosure to the market, the Act or Material Fact should be considered as it hasn’t being disclosure until reasonable time has passed and all market participants have received or processed the information.

The people mentioned above should also:

(i) never use privileged information in order to obtain, direct or indirectly, for itself or others, any pecuniary advantages, also by buying or selling of securities of the Company and;

(ii) ensure that the violation exposed in this article never occur through its direct subordinates or third parties, jointly liable with them in the event of non compliance.

The Controlling Shareholders, direct or indirect, and the Shareholders that vote for members of the Board of Director, Finance/Audit Committee, as well as any person or company, or group of people, acting together or representing a same interest, that involves relevant stock participation, in other words, that corresponds, directly or indirectly, to 5% or more of species or class of representative shares of the social capital of the Company, should send to the CVM and BM&FBOVESPA,a declaration, under the terms of art. 3°, of the CVM Instruction n° 358, of January 03, 2002.

The Controlling Shareholders, direct or indirect, and the Shareholders that vote for members of the Board of Director, Finance/Audit Committee, as well as any person or company, or group of people, acting together or representing a same interest, should inform CVM the alienation or extinction of shares or other Company securities, or rights over them, every time the amount reach 5% (five per cent) of the total amount of each share type or class and every time this participation reduce 5& (five per cent) of the total amount of each share type or class.

The communication to the CVM and BM&FBOVESPA should be sent immediately after the participation to the referred item is reached.

The Director of Investor Relations from the Company is the person responsible for the execution and following of Policy of Disclosure and Use of Information of the Company.

The oral or written notice related to this Policy, markets or results of the Company and its subsidiaries can only be given according to its specifics power by:

(i) the President of the Board of Directors of the Company and its subsidiaries;

(ii) the Chief Executive Officer of the Company (CEO);

(iii) the Director of Investors Relations;

(iv) Other statutory officers.

In specific cases, the Directors above mentioned may delegate to other Directors and/or administrators of trust, the disclosure of information about specific sectors.

Administrators who hold positions in associations, referring to the matters covered in this instruction, must be restricted to its performance sector when express publicly in the name of these associations, attaining to the disclosure of data from which the associations they represent.

This Policy was approved by the Board of Directors of the Company on July 18, 2014 and any alteration or revision should be submitted to the Board.