Disclosure and Trading Policy

 

1.1 – Introduction – General Principles

1.1.1 – The Company is committed to the corporate governance best practices of the BM&FBOVESPA’s Novo Mercado and strives to ensure high standards of transparency and equal treatment of investors and the capital markets in general.

1.1.2 – This document establishes the Disclosure Policy and Trading Policy of Ser Educacional S.A., elaborated according to Brazilian Securities and Exchange Commission (CVM) Instruction no. 358.

1.1.3 – The Disclosure Policy and Trading Policy were approved by the Board of Directors and are based on the following basic principles:

1.compliance with applicable legislation, CVM regulations and rules established by other foreign and domestic regulatory agencies to which the Company is subject;

2.adherence to investor relations best practices; and

3.transparency and equity of treatment of investors and the capital markets in general.

1.1.4 – Awareness of and strict compliance with the Disclosure Policy and the Trading Policy are required for Related Persons. Any questions egarding the provisions in the Disclosure Policy and the Trading Policy, applicable CVM regulation and other foreign and domestic regulatory bodies to which the Company is subject and/or regarding the need to disclose or not certain information to the public should be directed to the Investor Relations Officer.

1.1.5 – All Related Persons and those who become Related Persons should formalize their adhesion to the Disclosure Policy and the Trading Policy with signature of the Term of Adhesion to the Disclosure Policy and the Trading Policy as per the models in Appendix 1.

1.2 – Definitions

1.2.1 – In the application and interpretation of the terms and conditions in this Disclosure Policy and the Trading Policy, the terms listed below shall mean the following:

 

2.1 – Purpose and Scope

2.1 – This Disclosure Policy shall regulate the use and disclosure of information regarding the Company that, due to its nature, may be classified as a Material Fact, establishing the rules and guidelines that must be observed by the Investor Relations Officer and other Related Persons regarding the use, disclosure and confidentiality of this information that has not yet been publicly disclosed.

2.2 – Disclosure of Material Facts

2.2.1 – It is incumbent upon the Investor Relations Officer to clearly and accurately disclose to the Market, as provided by applicable law and this Disclosure Policy, Material Facts that have occurred or are related to the Company, in language accessible to the investing public, in addition to striving for broad and immediate simultaneous dissemination to markets on which the Company’s Securities are traded.

2.2.2 – Material Facts shall be communicated to the CVM and Stock Exchanges immediately in writing, detailing the acts or facts that have occurred and, whenever possible, indicating the amounts involved and other relevant information.

2.2.3 – Material Facts shall be disclosed by publication of announcements in major newspapers habitually used by the Company and these announcements may contain a summary of the material information if they indicate web addresses where detailed information is available to all investors, both current and potential, with identical content to that forwarded to the CVM and Stock Exchanges.

2.2.4 – The Company may create an on-line system for disclosing information to investors, sending Material Facts by e-mail to persons who have registered in the database created for this purpose. This disclosure system shall not substitute other means of information disclosure provided under this Disclosure Policy and applicable legislation.

2.2.5 – Whenever possible, a Material Fact shall be disclosure prior to or after the close of trading on the Stock Exchanges and, should there be any incompatibility among trading hours on other exchanges, the trading hours of the Brazilian exchange shall prevail.

2.2.6 – Whenever a Material Fact is published by any means of communication, including to the media or in meetings with professional organizations, investors, analysts or any other select group, in Brazil and abroad, the Material Fact must be simultaneously disclosed to the CVM, Stock Exchanges and investors in general.

2.2.7 – Related Persons who are aware of any information that may be a Material Fact must immediately communicate this information in writing to the Investor Relations Officer so that he or she can take all necessary measures for the disclosure of this information, as provided by law and this Disclosure Policy.

2.2.8 – Related Persons who are aware of a Material Fact and attest to the failure of the Investor Relations Officer to comply with his or her duty to disclosure for more than 3 (three) business days counted from the date of written notice, as per item 2.2.7 above, shall immediately communicate this information in writing to the Company’s Managers so that they may take all necessary measures for disclosure to the market and appropriate authorities, as they case may be. The responsibility of Managers and Related Persons who have access to Material Facts that are not disclosed shall only cease upon disclosure to the CVM.

2.3 – Exception to Immediate Disclosure

2.3.1 – The Investor Relations Officer may keep a Material Fact confidential if he or she believes that disclosure will put the legitimate interests of the Company at risk. However, this information must be immediately disclosed if it is no longer under strict control or in the event of any atypical oscillation in the price or trading volume of the Company’s Securities.

2.3.2 – The Investor Relations Officer may request that the CVM keep information confidential by sending this request in a sealed envelope marked “CONFIDENTIAL” and addressed to the President of the CVM.

2.3.3 – If the Investor Relations Officer deems necessary, he or she may submit the approval of continued confidentiality of the Material Fact to the Board of Executive Officers which, in turn, may submit this this approval to resolution by the Board of Directors.

2.4 – Responsibilities of the Investor Relations Officer

2.4.1 – It is incumbent upon the Investor Relations Officer to:

1. disclose and communicate to the CVM and Stock Exchanges, immediately upon becoming aware, any Material Fact that has occurred or related to the Company’s business;
2. strive for broad and immediate dissemination of the Material Fact, simultaneously on the Stock Exchanges and among the investing public in general;
3. when duly requested, provide additional information regarding the Material Fact to the appropriate authorities; and
4. accompany and verify trading of Company-issued securities on Stock Exchanges carried out by Related Persons such as to clarify if these persons are aware of Privileged Information and/or public information.

2.5 – Duty of Confidentiality and Other Duties of Related Persons

2.5.1 – Related Persons must maintain the confidentiality of Material Facts that have not yet been disclosed and to which they have access due to their position or function until such time as these Material Facts are disclosed to the public, in addition to striving for subordinates, third parties and Commercial Contacts do so as well, being jointly responsible with these persons in the event of a breach of confidentiality.

2.5.2 – Related Persons shall not discuss Material Facts in public places.

2.5.3 – Privileged Information may only be discussed with those who need to be aware of it.

2.5.4 – Furthermore, Related Persons shall:

1.not use Privileged Information to obtain, directly or indirectly, for themselves or third parties, any monetary advantages, including through the purchase or sale of Securities issued by the Company or pegged thereto;

2.strive to hinder any violation of the provisions herein by direct subordinates or third parties, being jointly responsible for any such violation; and

3.communicate to the Company ownership and any trades carried out with Securities issued by the Company, its Subsidiaries or Controlling Shareholders, in the latter two cases, if these companies are publicly-held. Related Persons shall provide information including derivatives and any out securities pegged to the Securities issued by the Company or its Subsidiaries or Controlling Shareholders, in the latter two cases, if these companies are publicly held. This information shall be provided within the terms provided by CVM Instruction no. 358, containing:

(i) indication of the consolidated positions before and after trades;

(ii) name and qualification of the owner, indicating the Individual Taxpayer’s ID of the Finance Ministry;

(iii) number, by type and class, in the case of shares, and other characteristics for other Securities, in addition to identification of the issuer; and

(vi) means of acquisition or sale, price and date of the transactions.

2.5.4.1 – The Company’s Investor Relations shall be responsible for sending the information mentioned in item 2.5.4(c) above to the CVM and, as the case may be, Stock Exchanges, in the period established by CVM Instruction no. 358.

2.5.5 – Related Persons shall also communicate to the Company the securities held by spouses from whom the Related Person is not legally separated, partners and any dependents listed on the annual tax return, as well as companies directly and indirectly controlled by these individuals, as provided in item 2.5.4.(c) above.

2.5.6 – Any violations to this Disclosure Policy verified by Related Persons shall be immediately communicated to the Company as represented by the Investor Relations Officer.

2.5.7 – Related Persons who, inadvertently or without authorization, in any way communicate, personally or through third parties, Privileged Information to any unrelated person prior to its disclosure to the market must immediately inform the Investor Relations Officer so that he or she may take the appropriate measures.

2.5.8 – Related Persons, individually or as a group representing the same interests, who reach direct or indirect participation in the Company’s capital stock of 5% (five percent) or more of a type or class of shares (or rights to shares) shall forward to the Company a declaration containing all information as listed in Article 12 of CVM Instruction no. 358.

2.5.9 – Related Persons shall also communicate the sale or liquidation of shares and other Securities or rights thereto each time the owner’s participation in the type or class of the Securities in question reaches 5% (five percent) of the total of this type or class and each time said participation increases or decreases by 5% (five percent) of the total type or class of said Securities.

2.5.10 – In the event that the acquisition results from or was carried out to change the composition of the Company’s control or its management structure, as well as in the event that the acquisition generates an obligation to carry out a public tender offer as per CVM Instruction no. 361 of March 5, 2002, the acquirer shall also publish in the media, as per item 2.2 above, notice containing information provided under Article 12 of CVM Instruction no. 358.

2.5.11 – The Company’s Investor Relations Officer shall be responsible for the transmission of information as soon as it is received by the Company to the CVM and, as the case may be, Stock Exchanges, in addition to updated the Reference Form in the corresponding field.

2.6 – Obligation of Indemnification

2.6.1 – Related Persons responsible for violation to any provision in this Disclosure Policy and applicable legislation is obligated to reimburse the Company and/or other Related Persons, fully and without limitation, for all losses that the Company and/or other Related Persons may incur deriving, directly or indirectly, from said violation.

2.7 – Other Provisions

2.7.1 – Any alteration to this Disclosure Policy shall be approved by the Company’s Board of Directors and must be communicated to the CVM and Stock Exchanges.

2.7.2 – The Company shall formally communicate to Related Persons the terms of the resolution of the Board of Directors that approves or alters this Disclosure Policy, obtaining from these persons the respective forma adhesion via signature of the Term of Adhesion, which shall be filed at the Company’s headquarters from the time that the individual becomes a Related Person until not less than five years after the individual officially ceases to be a Related Person. An updated list of Related Persons and their qualifications, including position or function, address and Individual Taxpayer’s ID with the Finance Ministry, shall be maintained at the Company’s headquarters and at the disposal of the CVM.

2.8 – Validity

2.8.1 – This Disclosure Policy shall be effective as of the date of its approval by the Board of Directors and shall remain in effect indefinitely until such time as there may be a resolution to the contrary.

 

3.1 – Purpose and Scope

3.1.1 – This Trading Policy seeks to inhibit and punish the use of Privileged Information for individual gain by Related Persons in trading Securities issued by the Company, establishing guidelines that shall regulate, within the limits established by law, the trading of these Securities, as per CVM Instruction no. 358 and the Company’s internal policies.

3.1.2 – These rules also seek to inhibit insider trading (inappropriate use of Privileged Information for personal benefit or benefit of third parties) and tipping (indicating to third parties the existence and substance of Privileged Information for individual benefit), maintaining the transparency of trades of Company-issued Securities.

3.1.3 – The rules of this Trading Policy establish periods during which Related Persons shall abstain from trading Securities issued by the Company such as to avoid any all suspicions regarding the inappropriate use of Material Information that has not been publicly disclosed.

3.1.4 – In addition to Related Persons, the rules of this Trading Policy also apply to cases in which trading by Related Persons are carried out for personal benefit, directly or indirectly, using, for example:

1.companies controlled directly or indirectly by the Related Person;

2.third parties with whom the Related Person maintains a contract for management or custody of an investment portfolio of financial assets;

3.legal representatives or agents; and/or

4.spouses from whom the Related Person is not legally separated, partners and any dependents listed on the annual income tax return.

3.1.5 – The restrictions in this Trading Policy do not apply to trades carried out by investment funds of which Related Persons are quota holders, as long as:

1. the investment funds are not exclusive; and
2. trading decisions made by the fund manager cannot be influenced by quota holders.

3.2 – Trading via Accredited Brokers

3.2.1 – To ensure appropriate standards of trading for Securities issued by the Company, a system under which all trades by the Company and Related Persons may only be carried out with the intermediation of Accredited Brokers has been adopted.

3.2.2 -Accredited Brokers shall be instructed in writing by the Investor Relations Officer not to register operations of Related Persons in violation of the trading prohibitions established below.

3.3 – Trading Prohibitions

3.3.1 – The Company and Related Persons shall abstain from trading their Securities issued by the Company during all periods in which the Investor Relations Officer determines such a prohibition to trading, upon prior authorization of the Chairman of the Company’s Board of Directors (“Blocked Period”). The Investor Relations Officer is not required to justify the decision to declare a Blocked Period, which shall be considered confidential information by those subject to said restriction.

3.3.2 – Prior to public disclosure of a Material Fact, as per the Disclosure Policy, trading is prohibited, in addition to any advising or assistance in investment in Securities by Related Persons who are aware of said Material Fact and/or the date of its disclosure, as well as whenever a public distribution of Company-issued Securities is in progress.

3.3.3 – Related Persons shall ensure that their Commercial Contacts and those persons with whom they maintain commercial or professional relations or relations of trust do not trade Securities when they have access to Privileged Information. For this, Related Persons shall make their best efforts so that all persons with access to Privileged Information sign the respective Term of Adhesion to the Trading Policy.

3.3.4 – Prohibitions to trading Securities shall be observed by Related Persons until the disclosure of the Material Fact to the public (except as provided in item 3.4.2 below, which shall remain effective even after disclosure). However, these prohibitions shall be maintained, even after disclosure of the Material Fact, in the event that trading of Securities by Related Persons may interfere, to the prejudice of the Company or its shareholders, with the act or fact underlying the Material Fact. In this case, the Investor Relations Officer shall publish an internal notice regarding such a prohibition.

3.3.5 – Related Persons are also prohibited from trading Company-issued Securities if they are aware of material information regarding any other company that has not yet been disclosed to the public and that may interfere in the price of the Company’s securities. Included in this event are Subsidiaries, Affiliates, competitors, suppliers and clients of the Company.

3.3.6 – Related Persons who for any reason leave their positions in the Company’s management prior to the disclosure of Material Facts originated during their period of management may not trade Company-issued securities until: (a) a period of 6 (six) months counted from the date of termination has elapsed; or (b) the public disclosure of the Material Fact.

3.4 – Blackout Period

3.4.1 – Related Persons shall refrain from any trading of Securities, regardless of any declaration from the Investor Relations Officer to this effect:

1. during a period of 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual information (for example, DFP) required by the CVM, as per the rules established in item 3.4.3 below;
2. between the date of resolution by the appropriate body to increase the capital stock, distribute dividends and pay interest on equity and the publication of the respective notices; and
3. upon access to information regarding the intention of the Company or its Controlling Shareholders to: (i) modify the Company’s capital stock with share subscription/ or (ii) distribute dividends or interest on equity, bonus shares or derivatives or stock splits/ and the publication of the respective notices and/or announcements; or (iii) carry out any incorporation, total or partial spin-off, merger, transformation or corporate reorganization of the Company; or (iv) approve a stock buy-back program for Company-issued shares or any program for the sale of Company-issued shares.

3.4.2 – Without prejudice to the rules above, the direct or indirect Controlling Shareholders and the Company’s Managers shall abstain from any trading with Securities, regardless of any declaration from the Investor Relations Officer to this effect, whenever any acquisition or sale of Company-issued shares by the Company itself or its Subsidiaries or Affiliates is in progress, or if any option or mandate for this purpose has been granted.

3.4.3 – The acquisition of Company-issued shared by the Managers, members of the Fiscal Council and any other Bodies with Technical or Advisory Functions, in addition to those of its Subsidiaries and Affiliates carried out in under an investment plan approved by the Company shall be allowed during the period of 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual (DFP) information required by the CVM, as long as:

(a) the Company has approved a timeline establishing specific dates for the disclosure of the ITR and DFP forms; and

(b) the investment plan establishes:

(i) irrevocable commitment of its participants to invest previously establishes amounts on the dates provided;

(ii) the impossibility of adhesion to the plan whenever there is a pending Material Fact that has not been disclosed to the market and during the 15 (fifteen) days prior to the disclosure of the ITR and DFP forms;

(iii) the obligation to extend the purchasing commitment, even after expiration of the period originally established for plan participation whenever there is a pending Material Fact that has not been disclosed to the market and during the 15 (fifteen) days prior to the disclosure of the ITR and DFP forms; and

(iv) obligation of its participants to revert to the Company any losses they may have avoided or gains earned in trades with Company-issued shares deriving from any alteration to disclosure dates of the ITR and DFP forms, calculated according to reasonable criteria establishing in the plan.

3.5 – Prohibition of Treasury Acquisition

3.5.1 – The Board of Directors may not resolve for the acquisition of treasury shares in the period between procedures and initial acts until they have become public with the publication of a Material Fact for any of the following events: (a) transfer of shareholding control; (b) incorporation, total or partial spin-off, transformation or merger; or (c) corporate reorganization.

3.6 – Exceptions to Trading Restrictions

3.6.1 – Under the restrictions provided in this Trading Policy (especially those regarding the Blocked and Blackout Periods) and in CVM Instruction no. 358, Related Persons may trade Securities issued by the Company in the following cases: (a) as part of a long-term investment plan, where it is recommended that Company-issued shares be held for a minimum period of 6 (six) months; and (b) private subscription, purchase or trade of stock options under stock option plans approved by the Company’s General Meeting.

3.7 – Individual Trading Plans

3.7.1 – Related Persons may have individual trading plans for Company-issued shares that shall be submitted to the Investor Relations Officer for review regarding compliance with the provisions of this Trading Policy (“Individual Trading Plans”).

3.7.2 – Individual Trading Plans will only be approved by the Company if they expressly prohibit the use of Privileged Information for personal benefit, both directly and indirectly, and therefore shall be elaborated such that the decision to purchase or sell cannot be made after the participant has become aware of such information and the participant refrains from exercising influence whenever there is a pending Material Fact that has not yet been disclosed.

3.7.3 – Individual Trading Plans shall establish the nature of programmed operations, both for purchase and sale, as well as dates, amounts and prices or some other pre-established criteria for defining these elements, which shall be compatible with the provisions in this Trading Policy.

3.7.4 – Related Persons shall communicate their respective Individual Trading Plans to the Stock Exchanges, in addition to any subsequent amendments or noncompliance with said plans.

3.8 – Obligation of Indemnification

3.8.1 – Related Persons responsible for violation to any provision in this Trading Policy and applicable legislation is obligated to reimburse the Company and/or other Related Persons, fully and without limitation, for all losses that the Company and/or other Related Persons may incur deriving, directly or indirectly, from said violation.

3.9 – Amendment

3.9.1 – Any alteration to this Trading Policy shall be approved by the Company’s Board of Directors and must be communicated to the CVM and Stock Exchanges.

3.10 – Validity

3.10.1 – This Trading Policy shall be effective as of the date of its approval by the Board of Directors and shall remain in effect indefinitely until such time as there may be a resolution to the contrary.

3.11 – Final Provisions

3.11.1 – Any violation of the provisions in this Trading Policy shall be subject to appropriate legal procedures and penalties, including penalties provided by law, in addition to liability for losses and damages to the Company and/or third parties.

3.11.2 – Unauthorized disclosure of Privileged Information that has not yet been publicly disclosed regarding the Company is damaging to the Company and strictly prohibited.

3.11.3 – Related Persons and any persons who become Related Persons in the future must not only sign the Term of Adhesion according to Appendix 1 but must also sign the Declaration, as per the model in Appendix 2, in the event that they carry out trades that alter their respective shareholding positions by 5% (five percent), which must then be forwarded to the Investor Relations Officer.

3.11.4 – The Company may establish periods in which trading of Securities in addition to those provided under this Trading Policy is restricted, and such a declaration must be immediately communicated to Related Persons.

3.11.5 – Trading of Securities by Related Persons during periods in which trading is restricted, as per the provisions of this Trading Policy, may be, exceptionally, authorized by the Company’s Board of Executive Officers upon written request including a justification for the need to trade.

3.11.6 – Any violations to this Trading Policy verified by Related Persons shall be immediately communicated to the Company as represented by the Investor Relations Officer.