"Managers": the Company s Officers and the members of its Board of Directors

10  Download (0)

Full text

(1)

TRADING POLICY FOR SECURITIES ISSUED BY BRASCAN RESIDENTIAL PROPERTIES S.A.

I. PURPOSE

The following Policy aims to consolidate the rules and procedures that must be observed by:

i. the Company’s Controlling Shareholders, Managers and Fiscal Council Memebers, as well as any member of a body with technical or advisory functions, created by the a statutory provision;

ii. Employees with access to Privileged Information; and,

iii. anyone who, due to office, function or position within the Controller or any of its Subsidiaries, might be aware of Privileged Information regarding the Company, to ensure the observance of good practices in Securities trading.

1.2 All people subject to the duties and obligations provided in this Policy must base their conduct regarding the Company’s affairs on the values of good faith, loyalty and honesty, and shall be aware that transparent, precise and opportune information, whenever disclosed in a uniform and equitable manner to the market, is the chief instrument available to investors to ensure better returns on their investments.

Competition among investors must be restricted to the quality of analysis and interpretation of material information, instead of privileged access to this information.

II. DEFINITIONS

2.1 The following terms and expressions, whenever used in this Policy, will be defined as follows:

"Controlling Shareholder" or "Controller": the shareholder or group of shareholders connected by a shareholders agreement or common control that exercises the Company’s control power, as per Law no. 6,404/76, as amended.

"Managers": the Company’s Officers and the members of its Board of Directors

“Material Act or Fact”: Any decision made by the Controlling Shareholders, resolution by the General Meeting or the Company’s management bodies, or any other act or fact of a political, administrative, technical, business, economic or financial nature, occurred or related to the business that may significantly influence (i) the price of Securities, (ii)

(2)

the decisions of investors to buy, sell or hold those Securities, and (iii) the decisions of investors to exercise any rights associated with the ownership of securities

“Market Entities”: stock exchanges or organized over-the-counter entities on which the Company’s securities are, or may be, admitted for trading, as well as equivalent entities in other countries.

"Company" ou "BRP": Brascan Residential Properties S.A.

"Fiscal Council Members": members of Company’s Fiscal Council (when instated), sitting and substitutes, elected by resolution fo the General Meeting.

“Accredited Brokers”: the securities brokers specially accredited by the Company for the trading of its securities by thos subject to the duties and obligations established by this Policy.

"CVM": the Brazilian Securities and Exchange Commission.

“Investor Relations Officer”: the Company Officer responsible for providing information to the investing public, to the CVM and to the Market Entities, as well as for updating the Public Company registration with the CVM and monitoring and executing this Policy.

"Ex-Managers": the Managers who are no longer part of the Company’s Management.

“Employees with access to Privileged Information”: the Company’s employees who, due to office, function or position within the Company, may have access to any Privileged Information.

“Privileged Information”: any information related to a Material Act or Fact not yet disclosed to the investing public.

"CVM Instruction no. 358/02": CVM Instruction no. 358 of January 3, 2002, which addresses disclosure and use of information about a Material Act of Fact related to public companies, as well as with the trading of securities issued by a public company with a Material Fact pending disclosure to the market, among other matters, as amended by CVM Instruction no. 369/02, CVM Instruction no. 449/07 and other Instructions that may be disclosed by the CVM while this Policy is in effect.

"Trading": every operation of purchase or sale of Securities.

“Related Persons”: individuals linked to Managers, Fiscal Council Members or any of the persons mentioned in item 1.1 above, as follows: (i) the spouse from whom a person is not judicially separated; (ii) domestic partner; (iii) any dependent included in the annual tax return; and (iv) companies controlled, directly or indirectly, by the Managers, Fiscal Council Members, any of the persons mentioned in item 1.1 above by the Related Persons.

(3)

“Subsidiaries”: companies in which the Company, either directly or through other companies, holds partnership rights that ensure, permanently, preponderance in corporate resolutions and the power to electing the majority of managers.

“Adhesion Term”: term of adhesion to this Policy, to be signed in accordance with the model in Appendix I of this instrument, as per Article 15, Paragraph 1, item I and Article 16, Paragraph 1 of CVM Instruction no. 358/02.

“Securities”: shares, debentures, subscription bonuses, subscription receipts and rights, promissory notes, purchase or sale options, indexes and derivatives of any kind, or, furthermore, any other bonds or collective investment contracts issued by the Company, or referenced thereto, that may be considered securities by legal definition.

III. SECURITIES TRADING POLICY

Trading by Accredited Brokers and Trading Restriction Periods

3.1 In order to ensure the standards of trading with the Company’s Securities provided in this Policy, all trading with Securities carried out by the Company itself and other individuals mentioned in item 1.1 above, may only be done with the intermediation of any of the Accredited Brokers, according to a list sent by the Company to the CVM, to be updated periodically.

3.2 The Company, the Managers, the Fiscal Council Members, Employees with access to Privileged Information, the Controlling Shareholders, the Subsidiaries and all other persons referred to in item 1.1 above who have signed the Adhesion Term, may not trade their Securities during periods in which Securities trading is prohibited, as per decision of the Investor Relations Officer (“Restriction Period”).

3.3 The Investor Relations Officer is not required to state the reasons for the Restriction Period, and the individuals mentioned above must keep this decision confidential.

Restriction Periods due to Material Acts or Facts Pending Disclosure

3.4 The trading of Securities is forbidden (a) by the Company; (b) by the Controlling Shareholders, Managers, Fiscal Council Members and Employees with access to Privileged Information, and (c) any of the persons referred to in item 1.1 above who have signed the Adhesion Term and who may be aware of any Privileged Information regarding the Company

i. before the disclosure to the market of a Material Act of Fact occurred in the Company’s business; and

ii. in the event of intention to promote the incorporation, total or partial spin-off, merger, transformation or corporate reorganization of the Company.

(4)

3.4.1 Regarding the Controlling Shareholders, the Manager, the Treasurer and the Company’s Investor Relations Manager, the trading of shares issued by the Company is also forbidden on the same day that the Company, its Subsidiaries, related companies or any other company under common control trade shares issued by the Company, or if an option or mandate for this purpose has been granted.

Restriction Period after the Material Act or Fact Disclosure

3.5 Even after the disclosure of a Material Act of Fact, the Restriction Period shall still prevail in the event that trading could interfere with the conditions of Securities trading such that it may cause damage to the Company or its shareholders, and the additional restriction period shall be communicated by the Investor Relations Officer.

Trading Restrictions Prior to Disclosure of Quarterly and Annual Information and the Financial Statements

3.6 The Company, the Managers, the Controlling Shareholders, the Fiscal Council Members, the Employees with access to Privileged Information and all other persons referred to in item 1.1 who have signed the Adhesion Term, may not trade Securities for a period of 15 (fifteen) days prior to disclosure or publication, as the case may be, of:

i. the Company’s quarterly information (ITR);

ii. the Company’s annual information (DPF and IAN); and iii. the Company’s financial statements.

3.7. The Accredited Brokers (a) will not register the purchase or sale of Securities performed by the persons mentioned above if carried out during the 15 (fifteen) days prior to the disclosure or publication of this periodic information or the Company’s financial statements, and (b) will inform the Company whenever these operations occur.

Exceptions to the General Restrictions to Securities Trading

3.8 The restrictions to trading provided in item 3.4 above do not apply to the Controlling Shareholders, the Managers, the Fiscal Council Members, the Employees with access to Privileged Information and all other persons referred to in item 1.1 above who have signed the Adhesion Term, when they perform operations related to long-term investments, in compliance with at least one of these characteristics:

i. acquisition of shares in treasury by private trading, due to the exercise of a stock option granted under an option plan approved by the general meeting; or ii. investment of the variable compensation, received as participation in the Company’s income and results, in the acquisition of Securities.

3.8.1. The restrictions to trading provided in item 3.4.1 above do not apply to the Controlling Shareholders or Managers, when they perform operations (i) that meet the

(5)

requirements established in item 3.8 above; or (ii) based on an Individual Trading Plan, as per this Policy, according to the provisions in item 3.8.2 below.

3.8.2. The Company’s Chief Executive Officer, Financial Officer, Investor Relations Officer, Treasurer and Investor Relations Manager, should they plan to trade shares issued by the Company during the period in which it is authorized to trade its own shares, must, in addition to the provisions of item 3.8.1 above, communicate to the Company their intention to carry out said operations on the date they are to be carried out, and may only do so when expressly authorized by the Company.

Individual Trading Plan

3.9. Individual Trading Plans are the individual plans for securities trading, elaborated by the Controlling Shareholders or by the Managers, through which these persons state their intention of investing their own resources in Securities, on a long-term basis.

3.10. The persons referred to in item 3.9 are allowed to trade Securities in the periods referred to in item 3.4.1 above, as long as the trading is based on the Invidiual Trading Plan, previously filed at the Company’s headquarters with the Investor Relations Officer. For this purpose, the Individual Plan must be filed at the Company more than 30 days prior to trading, including any changes.

3.10.1. The Investor Relations Officer may refuse to file an Individual Trading Plan at the Company in the event that it is not aligned with this Policy or the current legislation.

3.11. The Individual Trading Plans must indicate if the plan refers to investment or divestment, and the approximate volume of funds the individual plans to invest or the approximate number of Securities to be traded, within the expiration term established in the Individual Plan, which may not be lower than 6 (six) months. When this period has expired, the individual must present a briefing on its evolution.

3.11.1. The Securities acquired under the Individual Trading Plan must not be sold in less than 60 (sixty) days after their acquisition.

3.12. The Investor Relations Officer must inform the CVM and the Market Entities of the Individual Trading Plans filed at the Company.

Prohibition of the Resolution on the Approval of Trading Programs of the Company with its Own Shares

3.13 The Board of Directors may not deliberate on the purchase or sale of Securities issued by the Company itself if no information has been disclosed to the public by Material Act or Fact, regarding:

i. execution of any agreement or contract aiming at the transference of the Company’s control; or

ii. option or mandate grant for the transfer of the Company’s control; or

(6)

iii. intention of incorporation, total or partial spin-off, merger, transformation or corporate reorganization involving the Company.

3.13.1 If, after the approval of a repurchase program, there is any event that fits the descriptions above, the Company will immediately suspend the operations with its own Securities until the disclosure of the respective Material Act or Fact.

Prohibition of Trading Applicable to Ex-Managers

3.14 Ex-Managers that leave the Company’s management before the public disclosure of a Material Act or Fact regarding business or events begun during his or her term may not trade Securities:

i. for 6 (six) months after his or her resignation; or

ii. before the completion of 6 (six) months as from his or her resignation, until the disclosure, by the Company, of the Material Act or Fact to the market.

14.1 In the event of item (ii) above, if, after the disclosure of the Material Act or Fact, trading could interfere with the conditions of Securities trading such that it may cause damage to the Company or its shareholders, the Ex-Managers may not not trade Securities for the term appointed in item (i) above.

Prohibitions to Indirect Trading

3.15 The prohibitions established in this Policy also apply to trading carried out, directly or indirectly, by the Managers, Controlling Shareholders, Fiscal Council Members, Employees with access to Privileged Information, and all other persons referred to in item 1.1 who have signed the Adhesion Term, in the event these trades are carried out through:

i. Related Individuals; or

ii. third-parties who have executed an agreement for management of a securities portfolio or trust.

3.15.1 Trading by investment funds of which the persons indicated in the item above are not unit holders are not considered indirect trading and are not subject to the prohibitions provided by this Policy, as long as:

i. the investment funds are not exclusive; and

ii. the trading decisions of the fund manager cannot be influenced by its respective unit holders.

IV. PROCEDURES FOR COMMUNICATING INFORMATION ON MANAGERS’ TRADING

(7)

4.1 The the Managers, Controlling Shareholders, any member of a body with technical or advisory functions, created by the a statutory provision, as well as all other persons referred in item 1.1 above who have signed the Adhesion Term, must state their holdings of Securities issued by the Company, Controlling Shareholder or Subsidiaries and changes in these positions if the companies are public.

4.1.1 The statement referred to in item 4.1 must contain the information mentioned in the form of Appendix II of this Policy.

4.1.2 The statement referred to above must be sent to the Company’s Investor Relations Officer and, when it refers to trading by the Managers, Fiscal Council Members, as well as any member of a body with technical or advisory functions, created by the a statutory provision, the Investor Relations Officer must forward it to the CVM and the Market Entities.

4.1.3 The persons mentioned in item 4.1 above must communicate to the Company:

i. on the first working day after his or her investiture in the position or signature of the Adhesion Term, as the case may be;

ii. in not more than 5 (five) days after each transaction; and

iv. on the first working day of each month, regardless of changes in positions, indicating transactions performed and the balance of the position at the end of the previous month.

4.1.4. Communication with CVM and the Market Entities must be done:

i. immediately after investiture in the position; and

ii. in not more than 10 (ten) days after the end of the month in which positions were altered, indicating the transactions performed and the balance of the position during the period.

4.1.5 The obligation mentioned in this item 4.1 is also applicable to the Securities owned by directly or indirectly Related Persons.

V. TRADING POLICY ALTERATION

5.1 By resolution of the Board of Directors, this Company-Issued Securities Trading Policy may be amended in the following situations:

i. upon express resolution of CVM;

ii. when there are changes in the applicable legal requirements, in order to implement the necessary adaptations;

(8)

iii. when the Board of Directors, in evalutating the efficacy of the adopted procedures, sees the need for amendments.

5.2 Amendments to this Company-Issued Securities Trading Policy must be communicated to the CVM and the Market Entities, as well as those persons listed in item 7.1.3 below, by the Investor Relations Officer, as per the applicable regulations.

VI. INFRACTIONS AND SANCTIONS

6.1 Without prejudice to the proper penalties as per current legislation, to be applied by the responsible authorities, in case of violation of the terms and procedures established in this Company-Issued Securities Trading Policy, the Board of Directors shall be responsible for taking the proper disciplinary measures within the Company, including the termination of a violator in case of a serious violation.

6.2 If the proper measure is of a legal nature or, under the bylaws, the responsibility of the general meeting, the board must call a general meeting to discuss the issue.

VII. FINAL PROVISIONS

7.1 The Company must send by registered mail to the Controlling Shareholders, the Managers, the Fiscal Council Members, Employees with access to Privileged Information, and all other persons referred to in item 1.1 above, a copy of this Company-Issued Securities Trading Policy, requesting the return of the properly signed Adhesion Term to the Company, as per Appendix I of this document, which will be filed at the Company’s headquarters.

7.1.1 Upon signature of the term of investiture of new Managers, Fiscal Council Members as well as any member of a body with technical or advisory functions, created by the a statutory provision, the signature of the Adhesion Term shall also be required, thereby proving their knowledge of this Company-Issued Securities Trading Policy.

7.1.2 The communication of this Company-Issued Securities Trading Policy, as well as the required signature of the Adhesion Term, to persons referred to in item 7.1.1 above, shall be done before the individual may trade any Securities issued by the Company.

7.1.3 The Company will keep at its headquarters and available to the CVM, the list of individuals who sign the Adhesion Term with their respective identification details, their position or function, address and corporate or individual tax enrollment number, and this information shall be updated whenever there is any change.

7.2 This Company-Issued Securities Trading Policy shall be effective as of the date of its approval.

(9)

APPENDIX I

STATEMENT OF ADHERENCE TO THE POLICY FOR THE DISLOSURE OF MATERIAL ACT OR FACT OF BRASCAN RESIDENTIAL PROPERTIES S.A.

By means of this present instrument, [INSERT NAME OR CORPORATE NAME], [INSERT IDENTIFICATION – NATIONALITY, MARITAL STATUS, PROFESSION, IDENTITY CARD (RG/RNE) IN CASE OF INDIVIDUALS;

IDENTIFY CORPORATE TYPE IN CASE OF CORPORATE ENTITIES], with address at [INSERT ADDRESS], [CPF/MF – Individual Taxpayer’s Registry / CNPJ/MF – Corporate Taxpayer’s ID] no. [INSERT NUMBER], qualified as [INDICATE POSITION OR “CONTROLLING SHHAREHOLDER”] of Brascan Residential Properties S.A., a joint-stock company headquartered in the City and State of Rio de Janeiro, at Avenida das Américas, 3434, building 2, 6th floor and rooms 703 to 706, parte, Centro Empresarial Mario Henrique Simonsen, Barra da Tijuca, Corporate Taxpayer’s ID (CNPJ) no. 07.700.577/0001-84, hereinafter referred to as Company, declares by means of this Statement of Adherence to have become aware of the Trading Policy for Securities Issued by the Company, approved by the Board of Directors on []

[], 2006, pursuant to Rule CVM 358, as of January 3, 2002, as amended by Rule CVM 369, as of June 11, 2002, and to undertake the commitment to observe the rules and procedures set forth in this document and base its actions as to the Company always in compliance with such provisions..

[INSERT PLACE AND DATE OF SIGNATURE]

(10)

APPENDIX II

Trading negotiations with Securities of Publicly-Held Companies controlled by the Company and/or Parent Company:

Period: [month/year]

Name of the Purchaser/Seller

Identification CNPJ/CPF

Trading Date

Issuing Company

Type of Business

Type of Security

Total amount

Amount per Type and Class

Price

Brokerage Firm Used

Amount before trade

Amount after trade

Other Material Information

Figure

Updating...

References