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Policy Regarding the Disclosure of Material Acts or Facts
EZTEC also has, as stipulated by CVM Rule No. 358, a policy regarding the disclosure of material acts or facts, approved at its board of directors meeting of March 3, 2007, which provides for the disclosure of material information and the confidentiality of information approved by CVM as to the Company´s registration as a public company. Material information consists of any decisions by a controlling shareholder, resolutions taken at a general shareholders´ meeting or the management meetings of publicly traded companies, or any other act or fact of a political-administrative, technical, business or economic-financial nature concerning its business that may measurably impact: (1) the value of the Company´s shares; (2) investors´ decisions to buy, sell or hold its shares; and (3) investors´ decisions to exercise their rights as holders of its shares.
Disclosure of Trading by the Company´s Controlling Shareholders, Directors, Executive Officers or Members of the Audit Commitee.
EZTEC´s controlling shareholders, directors and members of the audit commitee (if established), and the members of any of its technical or advisory bodies, are required to report to them, so that they can report to the CVM and the BM&FBOVESPA, the number and type of its shares traded, the shares of its subsidiaries and associated companies, including derivatives, that they hold or persons closely related to them hold, as well as any changes in their respective functions within the preceding 12 months. The information on the trading of such shares (such as the number and type of security, price and purchase date) must be reported to the CVM and the BM&FBOVESPA within 10 days of the end of the month that these activities occurred. When the trading is carried out by a natural person, the information to be disclosed must include securities held by his/her spouse who is included in a joint income statement and by a company directly or indirectly controlled by them.
According to CVM Instruction No. 358, of January 3, 2002, or CVM Rule No. 358, whenever the participation of our controlling shareholders and/or any person or company, individually or together with other persons or companies with similar interests, reaches five percent, these shareholders or group of shareholders must submit to EZTEC, the BM&FBOVESPA and the CVM the following information:
- the name and qualification of the person providing the information;
- the purpose of the participation and intended amounts;
- the number of shares, subscription bonuses, subscription rights to shares and options to purchase shares, by type and class, debentures convertible into already-held shares, directly or indirectly, by the acquirer or by a person related to him or her;
- how the acquisition was made (in a private transaction, in a transaction in the BM&FBOVESPA, etc.);
- the terms of any agreement regarding the exercise of voting rights or the purchase and sale of the marketable securities issued by us; and
- average quotation of the acquired securities in the last 90 days on the BM&FBOVESPA.
The disclosure requirement referred to above will also apply to any person or group of persons acting jointly holding participations equal to or in higher than five percent, each time such person increases its participation in the Company´s shares by an amount equal to five percent of its shares. According to Novo Mercado regulations, it is also mandatory to disclose the number of common shares held by these persons in the preceding 12 months and the number of free-float shares and percentage in relation to the total number of shares issued outstanding.