1.1 The terms and expressions listed below, when used in this Securities Trading Policy statement, shall have the following meanings:
Material Act or Fact – Means any decision of the controlling shareholder, decided by the General Shareholders Meeting or of the Company’s management bodies or any other act or fact of political-administrative, technical, trading, economic or financial nature occurred or related to the Company’s businesses, that could significantly influence (i) the market price of its Stock; (ii) the decision of the investors to purchase, sell or hold its Stock; or (iii) the determination of the investors to exercise any rights inherent as Shareholders. A non-exhaustive list of situations that may configure a Material Fact or Act is contained in Article 2 of CVM Instruction No. 358/02 and in the Disclosure of Material Acts or Facts Policy.
Company: CSU Cardsystem S.A
CVM: Securities and Exchange Commission
Material Information: information relating to Material Acts or Facts until such information is disclosed to the CVM, the stock exchanges and organized over-the-counter market entities in which the Securities are traded.
CVM Instruction 358/02: CVM Instruction 358, of January 3, 2002, as amended.
CVM Instruction 400/03: CVM Instruction 400, of December 29, 2003, as amended.
Related persons: related persons are considered to be: (i) the Company; (ii) the Company’s controlling shareholders or a shareholder owning less than 50% (fifty percent) of the share capital who has Power of Control; (iii) a group of shareholders that is not a signatory to the voting agreement and that is neither under common control nor represents a common interest, which exercises Power of Control, directly or indirectly, or a shareholder or group of shareholders that do not exercise Power of Control, but that nominate(s) a member of the Board of Directors of the Fiscal Council; (iv) members of the Executive Board; (v) members of the Board of Directors; (vi) members of the Fiscal Council, when established; (vii) members of any other bodies with technical or advisory functions created by statutory provision; (viii) anyone who, by virtue of the position, function or position occupied, its subsidiaries or affiliated companies, has knowledge of material information; (ix) service providers and anyone who has knowledge and/or access to material information, in particular those with a commercial, professional or trust relationship with the company, such as: independent auditors; securities analysts; consultants; institutions in the distribution system; others whom the Company deems necessary or appropriate.
Power of Control: power effectively used to conduct the business and oversee the functioning of the Company’s bodies, directly or indirectly, in fact or by law.
Trading Policy: this Securities Trading Policy.
Statement of Acceptance: formal instrument signed by all Related persons, according to the model set out in Annex I of this Trading Policy, in accordance with article 16, §1 of CVM Instruction 358/02, and recognized by the Company, through which the Related Persons express their cognizance of the rules contained in this Trading Policy, assuming the obligation to comply with them and ensure they are complied with by people who are under its influence, including subsidiaries or affiliated companies or those under common control, spouses and direct or indirect dependents.
Securities: any shares, debentures, certificates of real estate receivables, subscription warrants, subscription rights and receivables, promissory notes, purchase and sale of options or derivatives of any kind or, also, any other securities or collective investment contracts issued by the Company or related thereto that, by legal determination, are considered a “security,” existing as at the date of approval of this Securities Trading Policy or such a Policy that subsequently may be created.
2.1 The purpose of this Securities Trading Policy is to clarify the rules to be observed by Related Persons, seeking transparent and orderly trading of the Company’s Securities issued and avoiding the inappropriate use of Material Acts or Facts, pursuant to the provisions of CVM Instruction 358/02.
3.1 Acceptance of this Securities Trading Policy is mandatory, through the signing the Statement of Acceptance Agreement (pursuant to Annex I), applicable to all the Related Parties.
3.2 A list of all persons who accepted this Securities Trading Policy will remain on file with the Company and remain available to the CVM.
3.3 Related Persons must ensure that those with whom they maintain commercial or professional relations or those of trust do not trade Securities and/or make any other use of information regarding Material Acts or Facts when they have access to undisclosed Material Acts or Facts. To this end, the Related Persons must exert their best efforts to ensure that all persons who access information about Material Acts or Facts sign this Securities Trading Policy Statement of Acceptance.
4.1 Pursuant to CVM Instruction 358/02, trading in the company’s securities is prohibited by Related Persons: (i) as of the date they become cognizant of a Material Act or Fact; (ii) when acquisition or sale of the Company’s shares by the Company itself, its subsidiaries, affiliates or other companies under common control is underway, or if an option has been granted or mandated for the same purpose; and (iii) whenever there is the intention to promote the Company’s merger, total or partial spin-off, transformation or reorganization.
4.2 In the context of a public offering of Securities and in accordance with Article 48 of CVM Instruction 400/03, Related Persons must abstain from Securities trading as of the date on which they became cognizant of said public offering until the publication of the notice of the termination of distribution related to the public offer in question.
4.3 Related Persons may not trade in the Company’s Securities: (i) in the period of 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual (DFP and IAN) information, and it shall be the responsibility of the Investor Relations Department to inform the dates for disclosure of information in advance to the Related Parties; and (ii) between the date of the decision of the competent authority regarding an increase in capital stock, the distribution of dividends and payment interest on shareholders’ equity, and the publication of the respective notices or announcements.
4.4 Related Persons who leave the Company prior to the disclosure of a Material Act or Fact originated during their period of office may not trade the Company’s Securities: (i) for a period of six (6) months after their departure; or (ii) as of the date on which they became cognizant of the Material Act or Fact until the date of its disclosure to the market by the Company.
4.5 If any agreement for the transfer of the Company’s control has been made, or if an option or mandate has been granted for the same purpose, as well as whether there is an intention to promote incorporation, total or partial spin-off, merger or reorganization, and while the transaction has not been made public through the publication of a Material Fact or Act, the Company’s Board of Directors may not make a resolution regarding the issue of acquisition or sale of the Company’s own shares.
4.6 The prohibitions to Securities trading foreseen in items 4.1 and 4.4 (ii) above cease as soon as the Company discloses the applicable Material Act or Fact to the market. However, such prohibitions will remain in force even after the disclosure of the Material Act or Fact, in the event any Securities trading by Related Persons could interfere, to the detriment of the Company or its shareholders, with the act or fact associated with the Material Fact.
4.7 Even after its disclosure to the market, the Material Act or Fact must continue to be treated as not having been disclosed until a minimum period of time has passed for market participants to have received and processed the Material Fact in question, as well as if trading could, in the Company’s opinion, interfere with the conditions for the trading of its securities, resulting in a loss to the Company or its shareholders, and such an additional restriction must be reported by the Investor Relations Department.
5.1 Pursuant to CVM Instruction 358/02 the Related Persons may trade the Company’s Securities subject to the conditions of section 4.1 (i) above provided that such trades are characterized as being for the acquisition of shares held in treasury, through private trading, resulting from the exercise of a purchase option under the stock option purchase plan approved by a general shareholders meeting of the Company.
5.2 The individual investment programs may be indicated as instruments for the acquisition of Securities by the Related Parties and will have a minimum duration of six (6 ) months, to be filed with the Investor Relations Department and may be neither filed nor modified when a Material Act or Fact is pending to which the Related Party has cognizance. Such individual investment programs may allow the purchase of the Company’s shares in cases foreseen in item 4.1 above, provided they meet the conditions of §3 of article 15 of CVM Instruction 358/02.
6.1 Related Persons responsible for the non-compliance with any provision of this Securities Trading Policy are obliged to reimburse the Company and/or other Related Persons, fully and without limitation, for all losses the Company and/or other Related Persons may incur and which arise directly or indirectly from such non-compliance, independently and without prejudice to the penalties laid down by the CVM.
7.1 The conditions of this Securities Trading Policy do not eliminate the responsibility of third parties not directly related to the Company who have access to the Material Act or Fact.
8.1 It is incumbent on Related Persons and the Company’s employees to keep confidential any information relating to the Material Act or Fact to which they have privileged access because of their rank or position until its disclosure to the market, as well as ensure that subordinates and others of trust do the same, being jointly liable in the event of non-compliance.
9.1 The rules of this Securities Trading Policy also apply in cases in which trading by the Related Parties is in their direct and/or indirect benefit, even when the trades are conducted through: (i) a company they control directly or indirectly; (ii) third parties with whom they have a management or fiduciary (trust) contract; (iii) proxy holders or agents; (iv) spouses from whom they are not legally separated, companions and any dependents included in their annual declaration of income tax. Indirect trades are understood to be those in which the Related Persons, although not in their own name, have control and decision-making power over the transaction.
9.2 The aforementioned prohibitions referred to in this Securities Trading Policy do not apply to trades carried out by investment funds of which the Related Parties are shareholders, provided they are not exclusive investment funds or investment funds where the trading decisions of the administrator or manager of the portfolio are influenced by the Related Persons.
9.3 This Securities Trading Policy will enter into force upon its approval by the Board of Directors and shall remain in force for an indeterminate period, until a resolution to the contrary is passed. Any changes to the Securities Trading Policy must be approved by the Board of Directors, as well as being sent to the CVM and to the stock exchanges and over-the-counter markets in which the Securities are traded.
9.4 This Securities Trading Policy can not be changed while a Material Act or Fact is pending disclosure.
9.5 Any questions regarding the conditions of this Securities Trading Policy must be clarified with the Company’s Investor Relations Officer.
Statement of Acceptance
Through this instrument, I [Name], [nationality], [marital status], [profession], residing and domiciled at [address], registered in the Registry of Individuals of the Ministry of Finance (CPF/MF) under no. [O] and bearer of identity card [RG/RNE] no. [O] [issuing institution], occupying the [position/role/relationship with the Company] at CSU CardSystem S.A., a public traded company based in the city of Barueri, State of São Paulo, at Rua Piaui, 136, Nova Aldeinha registered on the Federal tax rolls under CNPJ 01.896.779/0001-38 (“Company”), hereby declare I am cognizant of all the rules described in the Company’s Securities Trading Policy, as well as the full content of CVM 358 of January 3, 2002, as amended, and am obliged to base my actions always upon observance of said rules.
This Statement of Acceptance is signed in three (3) copies in form and content in the presence of (two (2) undersigned witnesses.
[Place and Date]
[Name of Claimant]