COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
POLICY ON DISCLOSURE AND USE OF RELEVANT INFORMATION
AND CONFIDENTIALITY
I - DEFINITIONS AND ADHESION
1.1 - The definitions used in this Disclosure Policy
have the meanings attributed to them in the appendix below on Definitions
Applicable to Disclosure Policy (Appendix 1).
1.2 - The Term of Adhesion (Appendix II) to this Disclosure
Policy shall be signed by the following who shall become Persons Bound
for the purposes stipulated herein: the controlling shareholders of the
Company, its directors, members of the board and audit committee and of
all bodies with technical or advisory functions created by statutory provisions,
controlling companies, subsidiaries or affiliated companies, managers
and employees of the Company who have frequent access to Relevant Information
and others as the Company considers necessary or convenient.
1.3 - The Company shall maintain a list of Persons Bound
at its head office, including their qualifications, position or function,
address and number of enrollment in the Individual Taxpayers Register
and/or National Register of Legal Entities, which shall be updated whenever
there is an alteration.
II - PURPOSE
2.1 - The purpose of this Disclosure Policy is to establish
the rules to be observed by the Investor Relations Director and other
Persons Bound with respect to disclosure of Relevant Information and the
maintenance of confidentiality concerning Relevant Information not yet
released to the public. The Company's Disclosure Policy was drawn up in
the terms of the applicable capital market regulation.
2.2 - Any questions concerning the provisions of this
Disclosure Policy, the applicable regulation as published by the Securities
Commission, local acronym CVM, and/or the need or not to release certain
information to the public should be raised for clarification with the
Policies Administrator designated by the Company's Board.
III - DUTIES AND RESPONSIBILITIES
Responsibilities of the Company's Investor Relations Director
(i) advise and notify CVM and Stock Exchanges, immediately
after becoming cognizant, of the occurrence of any action or relevant
event or any event related to Company business that is considered Relevant
Information;
(ii) strive to ensure broad and immediate dissemination
of Relevant Information simultaneously for the Stock Exchanges and in
all markets in which Company stock has been admitted to trading, and to
the investing public in general;
(iii) provide the proper bodies, when they so require,
with additional clarifications on dissemination of a relevant action or
fact.
3.1 - Notification of Relevant Information to the CVM
and Stock Exchanges shall be made immediately through written documents
describing in full detail the actions and/or facts that have occurred,
indicating, whenever possible, the amounts involved and other clarifications.
3.2 - Relevant Information shall be released to the public
through announcements published in the newspapers used by the Company.
The announcement may contain a summarized description of the Relevant
Information on condition that it indicates an Internet address where a
full description of the Relevant Information is available and the contents
are at least as detailed as the text sent to CVM and Stock Exchanges.
3.3 - Whenever Relevant Information is broadcast by any
media, including information provided to the press or at meetings of trade
associations or entities, investors, analysts or selected members of the
public, in Brazil or abroad, the Relevant Information shall be simultaneously
released to the CVM, Stock Exchanges and the investing public in general.
3.4 - Persons Bound having knowledge of actions or facts
that may be Relevant Information should proceed to immediately notify
the Director of Investor Relations.
3.5 - Persons Bound that have knowledge of Relevant Information
shall, whenever they discover omission in the release of Relevant Information,
notify the Relevant Information directly to CVM.
3.6 - The Relevant Information shall be released, preferably,
before the start or after the finish of trading on the stock exchanges.
If the Stock Exchanges are not operating at the time, information shall
be released in accordance with the schedule of Stock Exchanges located
in Brazil.
IV - EXCEPTION TO IMMEDIATE RELEASE OF RELEVANT INFORMATION
4.1 - The actions or facts that constitute Relevant Information
may be held back from release if the revelation of these actions or facts
may put at risk the legitimate interests of the Company.
4.2 - The Company may decide to submit a question for
appreciation by the CVM concerning disclosure to the public of Relevant
Information that may put legitimate interests of the Company at risk.
4.3 - Whenever the Relevant Information yet to be released
to the public becomes known, several people other than those who (i) were
originally informed; and/or (ii) decided to maintain the Relevant Information
confidential, or, if it is found that there was an atypical oscillation
in the quotation, price or volume traded of the securities, the Director
for Investor Relations shall make arrangements for the Relevant Information
to be immediately released to the CVM, Stock Exchanges and the public.
V - DUTY TO MAINTAIN CONFIDENTIALITY IN RELATION TO RELEVANT INFORMATION
5.1 - Persons Bound shall maintain confidentiality in
relation to Relevant Information that has not been released, and to which
they have access in reason of their position or office, until such Relevant
Information is released to the public, and to take steps to ensure that
subordinates and third parties of their confidence also do so.
5.2 - Even after public release, the Relevant Information
shall be considered as not having been released until a reasonable period
has elapsed for participants in the market to have received and processed
the Relevant Information.
5.3 - Only the Director of Investor Relations, or a person
designated by him/her, or, the absence of the latter, a person designated
by the President of the Company, is authorized to comment, clarify or
provide details of the content of the action or relevant fact.
5.4 - Persons Bound shall not discuss Relevant Information
in public places. In the same way, Persons Bound shall only discuss subjects
related to Relevant Information with others on a need-to-know basis.
5.5 - Persons Bound who leave the Company shall continue
to be subject to the duty of confidentiality until this information is
released to the proper bodies and the market.
5.6 - Any violation of this Disclosure Policy discovered
by Persons Bound shall be notified immediately to the Company, in the
person of the Policy Administrator.
5.7 - If a Person Bound finds that Relevant Information
not yet released to the public has become known to persons other than
(i) those originally informed; and/or (ii) they decided to maintain the
Relevant Information confidential, or, again, there was an atypical oscillation
in the quotation, price or volume trade of securities, these facts shall
be immediately notified to the Company, in the person of the Policy Administrator.
VI - OBLIGATION TO COMPENSATE
6.1 - The Persons Bound responsible for noncompliance
with any of the provisions made in this Disclosure Policy shall assume
an obligation to compensate the Company and/or other Persons Bound, in
full and without restrictions, for all damages that the Company and/or
other Persons Bound may incur and which arise directly or indirectly from
this noncompliance.
APPENDIX I
DEFINITIONS APPLICABLE TO
POLICY ON DISCLOSURE AND USE
OF RELEVANT INFORMATION AND MAINTENANCE OF CONFIDENTIALITY
The terms and expressions listed below shall have the following meanings
when mentioned in this Policy:
- Stock Exchange - means the São Paulo Stock Exchange - local acronym
Bovespa - and any other stock exchanges or organized trading markets in
which the Company has securities admitted to trading.
- Company - means Companhia Brasileira de Distribuição ("CBD").
- Policy Administrator - the Company director designated to accompany
and supervise the execution of the Disclosure and Trading Policies.
- CVM - means the Brazilian Securities Commission.
- Director for Investor Relations - means the director of the Company
chosen to exercise the attributions as provided for by the CVM regulation
and is responsible for providing information to the investing public,
the CVM and the Stock Exchange or organized over-the-counter market organization,
and for updating the Company's records.
- Relevant Information - means any controlling shareholder's decision,
deliberation of General Assembly or administration bodies of the Company
or any other action or fact of a political-administrative, technical,
trading or economic-financial character that has occurred or is related
to the business of the Company, and which may substantially influence
(i) quotations of securities; (ii) investors' decisions to buy, sell or
hold securities; or (iii) investors' decisions to exercise any of the
rights associated with their position as owners of securities. A list
exemplifying the sort of situations that may involve Relevant Information
is to be found in Article 2 of CVM Instruction No. 358/2002.
- Persons bound - means the Company, its direct and indirect controlling
shareholders, directors, members of the board, audit committee or any
other body with technical or advisory functions created by statutory provisions,
managers and employees, subsidiaries and/or companies under shared control
and their respective controlling shareholders, members of boards and bodies
with technical or advisory functions, services providers and other professionals
who have explicitly adhered to the Disclosure Policy.
- Disclosure Policy - Disclosure Policy means the Policy for Disclosure
of Relevant Information and Maintenance of Confidentiality.
- Term of Adhesion - means the formal instrument signed by Persons Bound
and recognized by the Company, through which the latter state their knowledge
of the rules contained in the Disclosure Policy, and in all cases, assume
the duty to fulfill them and strive to ensure that the rules are fulfilled
by persons under their influence, including subsidiaries, affiliated companies
or companies under shared control, spouses and direct or indirect dependents.
This is the document to be signed as stipulated by Article 15, Paragraph
One, subparagraphs I and Article 16, Paragraph One of CVM Instruction
No. 358/02.
- Securities - means the shares, debentures, subscription warrants, receipts
and subscription rights, promissory notes issued by the Company, certificates
of deposits for these securities and futures or derivative contracts pegged
to any of these securities.
- Affiliated companies - means companies in which the Company has an interest
but not a controlling interest.
- Subsidiaries - means companies in which the Company, directly or through
other subsidiaries, has partner rights that ensure its enduring hegemony
in business decisions and the power to designate the majority of management.
APPENDIX II
TERM OF ADHESION TO THE POLICY FOR DISCLOSURE AND USE OF RELEVANT INFORMATION
AND CONSERVATION OF CONFIDENTIALITY OF
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
[NAME, QUALIFICATION, ADDRESS AND NUMBER OF ENROLLMENT WITH THE INDIVIDUAL
TAXPAYERS REGISTER AND/OR NATIONAL REGISTER OF LEGAL ENTITIES], in the
capacity of [INSERT SITUATION / POSITION / FUNCTION / TYPE OF SERVICE
PROVIDER] of COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO ("Company"),
and under the terms of Paragraph One of Article 16 of CVM Instruction
No. 358, dated January 3rd, 2002, hereby state that I have received, understood
and agreed with the entire content of the DISCLOSURE POLICY ("Disclosure
Policy") approved by the board of the Company at its meeting held
on July ___, 2002. Through this Term of Adhesion to the Disclosure Policy,
I undertake to observe, fulfill and strive to ensure the fulfillment of
all provisions contained in said Disclosure Policy. |