|
|
DISCLOSURE POLICY FOR RELEVANT ACTS OR FACTS
I. - PREAMBLE
Article 1 - This instrument provides for the Disclosure Policy for Relevant Acts or Facts ("Policy") set forth by the Board of Directors of Telesp Celular Participações S/A ("TCP"), in compliance with the provisions in Article 16 of CVM Instruction No. 358, dated January 03, 2002 ("Instruction 358"), the full wording thereof is attached hereto (Annex I):
II. - RELEVANT ACT OR FACT - CONCEPT
Article 2 - Relevant acts or facts related to TCP are considered as any resolution by its controlling shareholders, general shareholders' meetings, or by its management bodies, as well as any other acts or facts of a political-administrative, technical, business or financial nature related to TCP's business which may significantly affect:
(a) the market price of the securities issued by TCP or referenced to them;
(b) the investors' decisions as to buy, sell, or hold securities issued by TCP; and
(c) investors' decision as to exercise any rights inherent to the condition of owners of securities issued by TCP or referenced to them.
Sole Paragraph - In case of any doubt as for the occurrence or not of a relevant act or fact, the Investor Relations officer should refer to the Sole Paragraph of Article 2 of Instruction 358, which provides for examples of relevant acts or facts.
III. - RELATED PERSONS
Article 3 - The controlling shareholders, members of the Board of Directors, of the Executive Committee, of the Audit Committee and of any bodies having technical or advisory duties currently provided for, or which may be hereinafter provided for, in TCP's Articles of Incorporation (hereinafter referred to as "Related Persons"), as well as any other persons mentioned in this Policy, are required to abide by the provisions hereof whenever they have access to acts or facts deemed as relevant, as defined in Article 2 of this Policy.
IV. - DISCLOSURE DUTIES
Article 4 - The Related Persons, whenever they have access to information that may be deemed as a relevant act or fact relating to TCP, shall communicate the fact to the Investor Relations Officer, who is appointed as the person responsible for the enforcement and follow-up of this Policy, under the terms of Article 17, §3 of CVM Instruction no. 358.
Article 5 - Upon having access to or receiving any communication of a relevant act or fact, the Investor Relations Officer shall disclose said information by sending a notice to the CVM and to the stock exchanges and entity of the organized over-the-counter market where the securities issued by TCP are listed for trading, in accordance with the terms provided for hereunder.
Article 6 - Upon the occurrence of an atypical fluctuation on market rates, prices or traded amounts of the securities issued by TCP or referenced to them, the Investor Relations Officer shall inquire the Related Persons with the purpose of finding out whether such persons are aware of information which should be disclosed to the market.
Sole Paragraph - The Investor Relations Officer must be available for the CVM and the stock exchanges and entities of the organized over-the-counter market requesting information about a relevant act or fact which has been disclosed, being limited, however, to provide information to the extent he may deem to be of interest to TCP and its investors.
Article 7 - In case the Related Persons shall become personally aware of any relevant act or fact and find out that the Investor Relations Officer failed to comply with his communication and disclosure duties, including in the event of Article 11, §1 of this Policy, they will not be released from responsibility unless if they immediately inform the relevant act or fact to the CVM.
V. - DISCLOSURE METHODOLOGY
Article 8 - The Investor Relations Officer shall ensure the wide and immediate disclosure of relevant acts and facts related to TCP, simultaneously in all the markets where its securities are listed for trading.
Article 9 - The disclosure referred to in Article 5 shall occur, whenever possible, before the beginning or after the closing of the trading sessions of the stock exchanges and the entities of the organized over-the-counter market in which the securities issued by TCP are traded. In case of trading with such securities in other countries, the business hours of the Brazilian market to prevail in case of incompatibility between the opening and closing hours of the stock exchanges and markets.
Sole Paragraph - In the event such disclosure may not be made before the opening or after the closing of the market hours, the Investor Relations Officer may request trading of TCP securities to be suspended until the relevant information is properly disclosed, which suspension shall have no effect in Brazil unless if it occurs simultaneously in all the countries where TCP securities are traded.
Article 10 - Disclosure of a relevant act or fact related to TCP should be made through publication thereof in wide circulation newspapers regularly used by TCP for such purpose. Publications may be effected in a summary form indicating the Internet addresses from which the complete information is available, the contents of which must be at least equal to those sent to the CVM.
VI. - EXCEPTION TO IMMEDIATE DISCLOSURE
Article 11 - Except for the provisions in paragraphs one and two below, disclosure of relevant acts/facts related to TCP may be exceptionally waived if its controlling shareholders or the management bodies shall consider that such a disclosure may endanger TCP's lawful interest.
§1º - The persons mentioned in the head paragraph of this article are required, either directly or through the Investor Relations Officer, to immediately disclose a relevant act/fact in the event the information shall escape from their control or upon the occurrence of an atypical variation in the rate, price or traded amount of the securities issued by the publicly-held company or referenced to them.
§2º - The Investor Relations Officer shall be required to disclose a relevant act or fact not disclosed under the terms of this Article, upon formal order by the CVM.
VII. - SECRECY DUTY
Articles 12 - The Related Persons and TCP employees shall comply with secrecy duties with respect to the information related to relevant acts or facts to which they have privileged access by virtue of the office or position they hold until its disclosure to the market, as well as to ensure that its subordinates and third parties having become aware of the matter to also do so.
VIII. - DISCLOSURE OF INFORMATION IN PUBLIC OFFERINGS
Article 13 - Upon the performance of a public offering of shares which have to be registered with CVM, the Investor Relations Officer shall disclose the quantity of securities to be purchased or sold, their price, payment terms, and other conditions to which the offering is subject, under the terms of Article 5 of this Instruction.
§1º - The foregoing provision does not apply to the confidential preliminary analysis procedure in requests for registration of public distribution of securities under the terms of the applicable laws.
§2º - In case the performance of the public offering is subject to the implementation of conditions, the offeror shall be required to disclose a relevant fact notice, whenever such conditions occur, informing whether the offering is upheld and the conditions thereof, or if the offering will be no longer effective.
IX. - DISCLOSURE OF INFORMATION UPON DISPOSAL OF SHARE CONTROL
Article 14 - The purchaser of TCP's share control shall disclose a relevant fact and issue the notices mentioned in Article 5 hereof, as set forth therein.
Sole Paragraph - The notice and disclosure mentioned above shall contain, at least, the following information:
I. name and identification of the purchaser, as well as a brief summary of the fields of activity and the activities performed by it;
II . name and identification of the seller, including indirect seller, if any;
III. total price and unit price for each type and class of shares, payment terms and other details and relevant conditions of the deal;
IV. purpose of the acquisition, indicating, in case of a publicly-held company, the expected effects over its businesses;
V. number and percentage of purchased shares, by type and class, in relation to the total and voting capital;
VI. indication of any agreement or contract regulating the exercise of the voting right or the purchase and sale of securities issued by the company;
VII. declaration concerning the intention to cancel, or not, within a year, the registration of publicly-held company; and;
VIII. other relevant information regarding future plans in the conduction of the corporate business, especially concerning specific corporate events to be carried out in the company, especially corporate restructuring involving merger, spin-off or consolidation.
X. - DISCLOSURE OF INFORMATION ABOUT TRADING BY DIRECTORS AND OFFICERS AND BY RELATED PERSONS
Article 15 - Members of the Board of Directors, Executive Committee, Audit Committee, or of any bodies with technical and advisory duties, currently provided for or which may be hereinafter provided for in TCP's Articles of Incorporation, are required to notify the CVM, TCP, and, if it the case may be, the stock exchange and the entity of the organized over-the-counter market in which the securities issued by TCP are traded, of the amounts, details, and form of acquisition of the securities issued by the company and by its controlling or controlled companies, which are publicly-held companies, or securities referenced to them, of which they are holders, as well as changes in their stock positions.
§1º - The notice shall contain, at least, the following information:
I. name and identification of the informant, indicating its/his enrollment number with the National Registry of Legal Entities (CNPJ) or with the Individual Taxpayer's Registry (CPF), as the case may be;
II. quantity, by type and class, in case of shares, and other information, in case of other securities, in addition to the name of the issuing company; and
III. form, price and date of the transactions.
§2º - The persons listed in the head paragraph of this Article shall file the notice mentioned in this article immediately after being installed in the office, and within ten (10) days after the end of the month in which there is a change in the positions held by them, indicating the share position balance in the period.
§3º - The individuals mentioned in this Article will also indicate the securities owned by the spouse from whom they are not judicially separated, the companion, or any dependent included in their annual income tax return, and by directly or indirectly controlled companies.
XI. - DISCLOSURE OF INFORMATION ABOUT PURCHASE AND SALE OF RELEVANT STAKES AND ON TRADING BY CONTROLLERS AND SHAREHOLDERS
Article 16 - The direct or indirect controlling shareholders, and shareholders who elect members of the Board of Directors, as well as any individual, legal entity, or group of individuals, acting jointly or representing a common interest reaching a direct or indirect interest which corresponds to 5% (five per cent) or more of a type or class of shares representing the capital stock of TCP, shall send to the CVM and, if the case may be, to the stock exchange and the entities of the organized over-the-counter market in which the securities issued by TCP are listed for trading, as well as disclose under the terms of Article 5, a statement containing the following information:
I. name and identification of the purchaser, indicating its/his enrollment number with the National Registry of Legal Entities (CNPJ) or with the Individual Taxpayer's Registry (CPF), as the case may be;
II. purpose of the shareholding and intended amount;
III. number of shares, warrants, as well as stock subscription and stock call option rights, by type and class, already held, directly or indirectly, by the purchaser or a person related to him;
IV. number of debentures convertible into shares, already held, directly or indirectly, by the purchaser or related person, showing the quantity of shares which may be converted, by type and class; and
V. indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by TCP.
§1º - Individuals or groups of individuals representing a common interest and the holder of an ownership interest equal or higher than the percentage mentioned in the head paragraph of this Article shall also be under a disclosure obligation with respect to the same information every time said interest increases by 5% (five per cent) of the type or class of shares representing the capital stock of TCP.
§2º - The obligations contemplated in the head paragraph and in paragraph 1 of this Article are also extended to the acquisition of any rights over the shares and other securities mentioned therein.
§3º - The notice to the CVM, and, if the case may be, to the stock exchange and the entities of the over-the-counter market in which the securities issued by TCP are traded, will be made immediately after the interest percentage mentioned above is reached.
§4º - The persons mentioned in the head paragraph of this Article shall also inform about the disposition or cancellation of shares and other securities mentioned in this Article, or of any rights thereto, every time such disposition or cancellation reaches the percentages mentioned in the head paragraph hereof.
§5º - The CVM may waive the disclosure by the press, in virtue of the level of dispersion of the TCP's shares in the market and of the declaration by the purchaser that his purchases are not intended to change the share control composition or the administrative structure of TCP, provided that effective publicity is ensured by a disclosure media acceptable to the CVM.
XII. - RESTRICTIONS TO TRADING
Article 17 - TCP, the Related Persons, the employees and shareholders of TCP, or of a controlling, controlled or affiliated company, having knowledge of any relevant act or fact related to TCP, shall be prevented from trading securities issued by TCP or referenced to them, as long as such relevant act or fact has not been disclosed to the market.
§1º - The same restriction applies to whoever is aware of information concerning relevant acts or facts, knowing that it concerns information not yet disclosed to the market, especially to those having a business, professional or trust relationship with TCP, such as independent auditors, stock analysts, advisors and member institutions of the distribution system, which are responsible for reviewing the disclosure of the information before trading with securities issued by TCP or referenced to them.
§2º - The restriction contained in the head paragraph of this Article also applies to directors and executive officers having resigned or been dismissed from TCP before the disclosure of the relevant act or fact they are aware of, and for six months after his resignation/dismissal.
Article 18 - Trading of securities issued by TCP or securities referenced to them by the persons mentioned in the head paragraph of Article 17 during the period of fifteen (15) days before the disclosure of the TCP's quarterly (ITR) and annual (DFP and IAN) reports is also restricted.
Article 19 - In the event of execution of any agreement or contract for the purpose of transferring TCP's share control, or if any option or mandate shall have been granted for the same purpose, as well as if a merger, total or partial spin-off, consolidation, transformation or corporate reorganization is sought, and while the transaction is not known to the public through disclosure of a relevant fact, TCP's Board of Directors is forbidden to make any resolution whatsoever on the purchase or disposition of TCP's shares.
XIII. - FINAL PROVISIONS
Article 20 - The direct or indirect controlling shareholders, members of the Board of Directors, of the Executive Committee, of the Audit Committee, or of other management bodies whose duties may cause them to become aware of information referring to a relevant act or fact should formally adhere to this instrument.
Sole Paragraph - The adhesion referred to in the head paragraph of this Article shall be evidenced by signing the instrument of adhesion, a model of which is attached hereto (Annex II), to be kept, together with the list of persons mentioned in the head paragraph of this Article 20 (Annex III), in TCP's head-office, as provided for in Article 16, §§1 and 2 of CVM Instruction no. 358.
Article 21 - This policy shall become effective on the day following its approval by TCP's Board of Directors.
Sole Paragraph - The Investor Relations Officer shall notify the CVM and the stock exchanges and entities of the organized over-the-counter market in which the securities issued by the company are listed for trading, about the approval and eventual amendments to this Policy, as provided for in Article 17 of CVM Instruction no. 358.
São Paulo, July 17, 2002
ANNEX I
THE PRESIDENT OF THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION - CVM announces that the Board of Commissioners at the meeting held on this date, based on the provisions in article 4 and its items, article 8 and its items I and III, article 18 and its item II, sub-item "a", and article 22, paragraph 1, items I, V and VI of Law Nº 6385, dated December 7, 1976, and in article 157 of Law Nº 6404, dated December 15, 1976, have thereby RESOLVED to issue the following Instruction:
SCOPE AND PURPOSEArt. 1 The provisions of this Instruction govern the disclosure and use of information about relevant acts or facts, the disclosure of information in the trading of securities issued by publicly-held companies by controlling shareholders, officers, members of the board of directors, of the audit committee and of any bodies with technical and advisory duties, created in accordance with the articles of incorporation, as well as, in the acquisitions of significant lots of shares issued by publicly held companies, and the trading of shares issued by publicly held companies where a relevant fact is pending disclosure to the market.
DEFINITION OF RELEVANT ACTS OR FACTSArt. 2. For the purposes of this Instruction, relevant acts or facts are defined as any resolution by controlling shareholders, general shareholders' meetings, or by officers of publicly-held companies, as well as any other acts or facts of a political-administrative, technical, business or financial nature related to the relevant business which may significantly affect:
I - the market price of the securities issued by the relevant publicly held company or referenced to them;
II - the investors' decisions as to buy, sell, or hold those securities;
III -investors' decision as to exercise any rights inherent to the condition of owners of securities issued by relevant company or referred to them.
Sole paragraph: According to the aforesaid definition, relevant acts or facts may include, but are not limited to:
I - execution of an agreement or contract for transfer of the Company's share control, even though under a suspensive or resolutory condition;
II - change in the Company's share control, including as a result of the execution, amendment or termination of a shareholders' agreement;
III - execution, amendment or termination of a shareholders' agreement to which the Company is a party or intervening party, or which is registered in the Company's proper book;
IV - admission or withdrawal of a partner having entered into an agreement with, or providing operating, financial, technological or administrative services to, the Company;
V - authorization to trade securities issued by the Company in any market whatsoever, either domestic or foreign;
VI - decision to cancel the company's registration as a publicly-held company;
VII - incorporation, merger or spin-off involving the Company or related companies;
VIII - transformation or dissolution of the Company;
IX - change in the Company's equity position;
X - change in accounting criteria;
XI - debt renegotiation;
XII - approval of stock call option plans;
XIII - change in the rights and advantages attached to securities issued by the Company;
XIV - stock split-off, grouping or bonus;
XV - acquisition of Company's shares to be kept as treasury shares or to be cancelled, and disposal of shares thus purchased;
XVI - Company's profit or loss and distribution of cash dividends;
XVII - execution or termination of agreements, or failure to enter into the same, where the anticipated execution thereof is known to the public;
XVIII - approval, change or withdrawal of a project or delay in the implementation thereof;
XIX - beginning, retaking or stoppage of the manufacture or marketing of a product or rendering of a service;
XX - discovery, change or development of technology or of resources of the Company;
XIX - change of projections disclosed by the Company;
XXII - filing of a petition for debt rehabilitation (" concordata ") or bankruptcy or filing of a judicial suit which may affect the Company's economic-financial condition
DUTIES AND RESPONSIBILITIES UPON THE DISCLOSURE OF RELEVANT ACTS OR FACTSArt. 3. The Investor Relations Officer shall disclose and inform the Brazilian Securities and Exchange Commission and, as the case may be, the stock exchange and entities of the organized over-the-counter market, in which the securities issued by the company are traded, any and all relevant acts or facts occurred or related to their business, as well as ensure their wide and prompt publicity simultaneously in all markets in which such securities are listed for trading.
Paragraph 1 - Controlling shareholders, officers, members of the board of directors, of the audit committee and of any technical and consulting bodies, created in accordance with the Articles of Incorporation, shall report any relevant act or fact of which they are aware to the Investor Relations Officer, who will provide for its disclosure.
Paragraph 2 - In the event those people referred to in the previous paragraph have personal knowledge about relevant acts or facts and verify omission by the Investor Relations Officer concerning his duties of communicating and disclosing, including the sole paragraph of article 6 of this Rule, they will only be exempted from responsibility in case they inform promptly CVM about the relevant acts or facts.
Paragraph 3 - The Investor Relations Officer shall disclose simultaneously to the market relevant acts or facts to be transmitted by any type of media, including information press releases, or at meetings of class entities, investors or analysts or to a selected public, in the country or abroad.
Paragraph 4 - Disclosure of a relevant act or fact should be made through publication thereof in wide circulation newspapers regularly used by the Company for such purpose, and may be effected in a summary form indicating the Internet addresses from which the complete information is available to all investors, the contents of which must be at least equal to those sent to the CVM and to the Stock Exchange where the Company's shares are listed for trading.
Paragraph 5 - Disclosure and communication of a relevant act/fact, including in summary form must be clear and precise and drawn-up in a manner accessible to the investor public.
Paragraph 6 - CVM may determine the publication, correction, amendment or republication of information related to relevant acts or facts.
Art. 4. The CVM, the Stock Exchange or the entity of the organized over-the-counter market in which the securities issued by the companies are traded may, at any time, demand additional explanations from the Investor Relations Officer about the communication and disclosure of relevant acts or facts.
Sole paragraph - In any of the events afore mentioned or if there is an atypical fluctuation on market rates, prices or negotiated quantities of the securities issued by publicly-held companies or referred to them, the Investor Relations Officer shall inquire the persons which have access to relevant acts or facts, with the purpose of verifying if such persons are aware of information which shall be disclosed to the market.
Art. 5. The disclosure of relevant acts or facts shall take place, whenever possible, before the beginning or after the closing of the trading sessions of the Stock Exchange and the entities of the organized over-the-counter market in which the securities issued by the companies are traded.
Paragraph 1 - In case the securities issued by the Company are listed for simultaneous trading in the markets of different countries, the disclosure of a relevant act/fact must be made, whenever possible, before the beginning or after the closing of the trading sessions in both countries, the business hours of the Brazilian market to prevail in case of incompatibility.
Paragraph 2 - In case it may be imperative to disclose an act or fact during trading hours, the Investor Relations Officer may, at the time of communicating the relevant act or fact, always simultaneously request to the domestic and foreign Stock Exchanges where the securities issued by the Company, or referenced to them are listed for trading the suspension of the trading of the securities issued by the publicly held company, or referring to them, during the necessary time for the adequate dissemination of the relevant information.
Paragraph 3 - The suspension of negotiations to which the previous paragraph refers shall not apply to Brazil while the Stock Exchange or the entities of the organized over-the-counter markets of other countries in which the securities issued by the company are traded, and in such Stock Exchange or entities of the organized over-the-counter markets in which the businesses with those securities are not suspended.
EXCEPTION TO IMMEDIATE DISCLOSUREArt. 6. Except for the sole paragraph below, disclosure of relevant acts/facts may be exceptionally waived if the Controlling Shareholders or the management bodies shall consider that such a disclosure may endanger a Company's lawful interest.
Sole paragraph - The persons mentioned in the head paragraph of this article are required, either directly or through the Investor Relations Officer, to immediately disclose a relevant act/fact in the event the information shall escape from their control or upon the occurrence of an atypical variation in the rate, price or traded amount of the securities issued by the Company or referenced to them.
Art. 7. The CVM, upon request of the directors and officers, of any shareholder or on its own initiative, is entitled to make a decision about the disclosure of any information not disclosed, in conformity with the head paragraph of article 6.
Paragraph 1 -The abovementioned request shall be addressed to the chairman of CVM in a closed envelope, on which shall be written "Confidential."
Paragraph 2 - In the event CVM decides to disclose the relevant acts or facts, it will notify the interested party or the Investor Relations Officer, as it is the case, so that they inform immediately the Stock Exchange and the entities of the organized over-the-counter market in which the securities issued by the company are traded and they disclose it subject to the provisions of article 3 of this Rule.
Paragraph 3 - In case of the sole paragraph of article 6, the request mentioned in article 7 will not exempt the controlling shareholders and the directors from their responsibility for disclosing the relevant acts or facts.
SECRECY DUTYArt. 8. Controlling shareholders, executive officers, members of the board of directors, of the audit committee and of any bodies with technical or advisory duties created in accordance with the Articles of Incorporations, and employees of the company shall comply with secrecy duties with respect to the information related to relevant acts or facts to which they have privileged access by virtue of the office they hold until its disclosure to the market, as well as causing their trustworthy subordinates and third parties to keep the same secrecy, being jointly and severally liable for the disclosure of information in case of non compliance therewith.
INFORMATION DISCLOSURE IN PUBLIC OFFERINGSArt. 9. Immediately after a resolution is made for a public offering of shares which have to be registered with CVM, the offeror shall disclose the quantity of securities to be purchased or sold, their price, payment terms, and other conditions to which the offering is subject, under the terms of article 3 of this Rule.
Paragraph 1 - The foregoing provision does not apply to the confidential preliminary analysis procedure in requests for registration of public distribution of securities under the terms of the applicable laws.
Paragraph 2 - In case the performance of the public offering is subject to the implementation of conditions, the offeror shall be required to disclose a relevant fact notice, whenever such conditions occur, informing whether the offering is upheld and the conditions thereof, or if the offering will be no longer effective.
Paragraph 3 - The primary or secondary public distribution of securities shall only be disclosed, in accordance with this article, when it falls into one of the cases contemplated in paragraphs I to III of article 2.
Paragraph 3: added by CVM Instruction Nº 369, dated June 11, 2002 .
DISCLOSURE OF INFORMATION IN CASE OF DISPOSITION OF SHARE CONTROLArt. 10. The purchaser of the share control of a publicly-held company shall disclose a relevant fact and issue the notices mentioned in article 3 hereof, as set forth therein.
Sole Paragraph - The notice and disclosure mentioned above shall contain, at least, the following information:
I - name and identification of the purchaser, as well as a brief summary of the fields of activity and the activities performed by it;
II - name and identification of the seller, including indirect seller, if any;
III - total price and unit price for each type and class of shares, payment terms and other details and relevant conditions of the deal;
IV - purpose of the acquisition, indicating, in case of a publicly-held company, the expected effects over its businesses;
V - number and percentage of purchased shares, by type and class, in relation to the total and voting capital;
VI - indication of any agreement or contract regulating the exercise of the voting right or the purchase and sale of securities issued by the company;
VII - declaration concerning the intention to cancel, or not, within a year, the registration of publicly-held company; and
VIII - other relevant information regarding future plans in the conduction of the corporate business, especially concerning specific corporate events to be carried out in the company, especially corporate restructuring involving merger, spin-off or consolidation.
DISCLOSURE OF INFORMATION ABOUT TRADING BY DIRECTORS AND OFFICERS AND RELATED PERSONSArt. 11. Officers, members of the board of directors, of THE audit committee, and of any BODIES with technical and advisory duties created in accordance with the Articles of Incorporation are required to notify the CVM, the company, and, if it the case may be, the Stock Exchange and the entities of the organized over-the-counter market in which the securities issued by the company are traded, of the amounts, details, and form of acquisition of the securities issued by the company and by its controlling or controlled companies, which are publicly-held companies, or securities referred to them, of which they are holders, as well as changes in their stock positions.
Paragraph 1 - The notice shall contain, at least, the following information:
I - name and identification of the informant, indicating its/his enrollment number with the National Registry of Legal Entities (CNPJ) or with the Individual Taxpayer's Registry (CPF), as the case may be;
II - quantity, by type and class, in case of shares, and other information, in case of other securities, in addition to the name of the issuing company; and
III - form, price and date of the transactions.
Paragraph 2 - Officers, members of the board of directors, members of the audit committee and those of any bodies with technical and advisory duties, created in accordance with the Articles of Incorporation, shall file the notice mentioned in this article immediately after being installed in the office or at the time of the presentation of the documents required for the registration of the company as a publicly-held company, and within not less than ten days after the end of the month in which there is a change in the positions held by them, indicating the share position balance in the period.
Paragraph 3 - The individuals mentioned in this article will also indicate the securities owned by the spouse from whom they are not judicially separated, the companion, or any dependent included in their annual income tax return, and by directly or indirectly controlled companies.
DISCLOSURE OF INFORMATION ABOUT PURCHASE AND SALE OF RELEVANT STAKES AND ON TRADING BY CONTROLLERS AND SHAREHOLDERSArt. 12. The direct or indirect controlling shareholders, and shareholders who elect members of the board of directors or of the audit committee, as well as any individual, legal entity, or group of individuals, acting jointly or representing a common interest reaching a direct or indirect interest which corresponds to 5% (five per cent) or more of a type or class of shares representing the capital stock of a publicly-held company, shall send to the CVM and, if the case may be, to the Stock Exchange and the entities of the organized over-the-counter market in which the securities issued by the company are listed, as well as disclose under the terms of article 3, a statement containing the following information:
Amendment to article 12 above, introduced by CVM Instruction Nº 369 dated June 11, 2002 .
I - name and identification of the purchaser, indicating its/his enrollment number with the National Registry of Legal Entities (CNPJ) or with the Individual Taxpayer's Registry (CPF), as the case may be;
II - purpose of the shareholding and intended amount;
III - number of shares, warrants, as well as stock subscription rights stock call options, by type and class, already held, directly or indirectly, by the purchaser or a person related to him;
IV - number of debentures convertible into shares, already held, directly or indirectly, by the purchaser or related person, showing the quantity of shares which may be converted, by type and class; and
V - indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company.
Paragraph 1 - Individuals or groups of individuals representing a common interest and the holder of ownership interest equal or higher than the percentage mentioned in article 12 above shall also be under a disclosure obligation with respect to the same information every time said interest increases by 5% (five per cent) of the type or class of shares representing the capital stock of the company.
Paragraph 2 - The obligations contemplated herein and in paragraph 1 are also extended to the acquisition of any rights over the shares and other securities mentioned therein.
Paragraph 3 - The notice to the CVM, and, if the case may be, to the Stock Exchange and the entity of the over-the-counter market in which the securities issued by the company are traded, will be made immediately after the interest percentage mentioned above is reached.
Paragraph 4 - The persons mentioned above shall also inform about the disposition or cancellation of shares and other securities mentioned in this article, or of any rights thereto, every time such disposition or cancellation reaches the percentages mentioned above.
Paragraph 5 - The CVM may waive the disclosure by the press, in virtue of the level of dispersion of the company's shares in the market and of the declaration by the purchaser that his purchases are not intended to change the share control composition or the administrative structure of the company, provided that effective publicity is ensured by a disclosure media acceptable to the CVM.
RESTRICTIONS TO TRADINGArt. 13. Before the disclosure to the market of a relevant act or fact occurred in the company's businesses, the publicly-held company itself, its direct or indirect controlling shareholders, officers, members of the board of directors, of the audit committee, and of any bodies with technical or advisory duties, created in accordance with the Articles of Incorporation, or any other person who by virtue of his/her office, function, or position in the publicly-held company, in its controlling corporation, in its subsidiaries or affiliated companies, is aware of any information concerning the relevant acts or facts, shall be prevented from trading with securities issued by the company or referenced to them.
Paragraph 1 - The same restriction applies to whoever is aware of information concerning relevant acts or facts, knowing that it concerns information not yet disclosed to the market, especially to those having a business, professional or trust relationship with the company, such as independent auditors, stock analysts, advisors and member institutions of the distribution system, which are responsible for reviewing the disclosure of the information before trading with securities issued by the company or related to them.
Paragraph 2 - Without prejudice to the provisions of the foregoing paragraph, the restriction contained in the head paragraph of this article also applies to directors and executive officers having resigned or being dismissed from the management of the company before the public disclosure of the transaction or fact started during the period of his management, and it will be extended for six months after his resignation/dismissal.
Paragraph 3 - The restriction provided for in the head paragraph of this article shall also be effective:
I - in the event of an intended merger, total or partial spin-off, consolidation, transformation or corporate reorganization; and
II - with respect to direct or indirect controlling shareholders, officers and members of the board of directors, whenever a purchase or sale of shares issued by the company is in progress by the company itself, by its subsidiaries, affiliated companies or other company under common control, or an option or mandate shall have been granted for the same purpose.
Amendments to items I and II of article 13, introduced by CVM Instruction Nº 369, dated June 11, 2002.
Paragraph 4 - Trading by the persons mentioned in the head paragraph of this article during the period of fifteen (15) days before the disclosure of the company's quarterly (ITR) and annual (DFP and IAN) reports is also restricted.
Paragraph 5 - The restrictions provided for in the head paragraph of this article, and in paragraphs 1, 2 and 3, item I, will no longer be in force as soon as the company discloses the relevant fact to the market, save if trading with the shares may interfere with the conditions of the referred transactions, to detriment of the company's shareholders or of the company itself.
Amendment to paragraph 5 of article 13, introduced by CVM Instruction Nº 369, dated June 11 2002 .
Paragraph 6 - The restriction provided for in the head paragraph of this article does not apply to the purchase of treasury shares, through a private transaction, arising out of the exercise of a call option under a stock call option plan approved at a general shareholder's meeting.
Paragraph 7 - The restrictions provided for in the head paragraph of this article and in paragraphs 1 to 3 do not apply to trading by the publicly-held company itself, by its direct or indirect controlling shareholders, officers, members of the board of directors, of the audit committee, and of any bodies with technical or advisory duties, created in accordance with the Articles of Incorporation, pursuant to the trading policy approved under the terms of article 15.
Art. 14. In the event of execution of any agreement or contract for the purpose of transferring the respective share control, or if any option or mandate shall have been granted for the same purpose, as well as if a merger, total or partial spin-off, consolidation, transformation or corporate reorganization is sought, and while the transaction is not known to the public through disclosure of a relevant fact, the board of directors is forbidden to make any resolution whatsoever on the purchase or disposition of shares issued by the company.
TRADING POLICYArt. 15. A publicly-held company may, by resolution of the board of directors, approve trading policies relating to shares issued by itself, by its direct or indirect controlling shareholders, officers, members of the board of directors, of the audit committee and of the bodies with technical and advisory duties created in accordance with the Articles of Incorporation.
Paragraph 1 - The trading policy mentioned in the head paragraph of this article may not be approved or amended pending disclosure of a relevant act or fact, and shall necessarily:
I - count on the express adhesion of the persons mentioned in the head paragraph of this article wishing to benefit from such adhesion, who shall be under the obligation to strictly abide by it; and
II - include the restrictions to trading, at least during the period of fifteen (15) days before the disclosure of the company's quarterly (ITR) and annual (DFP e IAN) reports; and,
III - adopt procedures intended to ensure that the company will, under no circumstances, trade its own shares during the restriction periods set forth in this Instructions and in its own trading policy;
Paragraph 2 - At the company's discretion, the adhesion referred in item I of the preceding paragraph may include a detailed indication of the interested party's own trading policy, which shall comply with the same minimum elements stated in the preceding paragraph.
DISCLOSURE POLICYArt. 16. A publicly-held company shall, by resolution of the board of directors, adopt disclosure policies with respect to relevant acts or facts, providing for procedures related to secrecy of non-disclosed relevant acts or facts.
Paragraph 1 - The company shall formally communicate the terms of the resolution to the controlling shareholders and to the persons holding or which may hold the offices mentioned in article 13, obtaining from them the formal adhesion thereto, in a document which shall be filed with the company's head office as long as the person shall have any relationship with the company, and at least for five years, after his/her resignation or dismissal from the company.
Paragraph 2 - The company shall maintain in its head office, and make available to the CVM, a list of the persons mentioned in the head paragraph of this article and their respective qualifications, indicating their respective office or function, addresses, and enrollment number with the National Registry of Legal Entities or with the Individual Taxpayers Registry, and immediately updating such information whenever changed.
COMMON PROVISIONS APPLICABLE TO THE TRADING AND DISCLOSURE POLICIESArt. 17. Any approval or amendment of the trading policy and of the disclosure policy of publicly-held companies should be communicated to the CVM and, if the case may be, to the Stock Exchange and the entity of the organized over-the-counter market in which the securities issued by the company are traded. The referred communication shall be accompanied by a copy of the resolution and of the full content of the documents which govern and make up the mentioned policies.
Paragraph 1 - Without prejudice to subsequent investigation and sanction, the CVM may determine the improvement or amendment to the trading policy, if the content thereof does not preclude the use of a relevant information upon carrying out a transaction, or to the disclosure policy, in case it does not property meets the terms of this Instruction.
Paragraph 2 - The trading and disclosure policies may be jointly approved, and constitute in a single set of rules and procedures.
Paragraph 3 - The company, upon approving the trading and disclosure policies, must appoint an officer to be responsible for their performance and follow-up.
SERIOUS VIOLATIONArt. 18. The non-compliance with this Instruction is deemed as a serious violation for the purposes of paragraph 3 of article 11 of Law Nº 6385/76.
Sole paragraph - The CVM shall communicate to the Public Prosecutor's Office the occurrence of any of the events provided for in this Instruction which constitute crime.
FINAL AND TEMPORARY PROVISIONSArt. 19. Any changes in facts or intentions subject matter of the declarations made hereunder shall be immediately disclosed, correcting or amending the previous declaration.
Art. 20. The restrictions and disclosure obligations established in this Instruction:
I - apply both to tradings carried out in Stock Exchanges and in organized or non-organized over-the-counter markets, as to those taking place without the intervention of an institution comprising the distribution system; and
II - apply to tradings carried out directly and indirectly by the persons mentioned therein, whether such tradings are effected by a controlled company or by third parties with which a trust agreement or asset or portfolio management agreement has been entered into.
Sole paragraph - Trading by investment funds of which the persons mentioned in this Instruction are shareholders are not deemed as indirect trading, provided that such funds are not exclusive funds, and the fund manager's trading decisions may not be influenced by the shareholders.
Art. 21. The provisions hereof apply to companies sponsoring BDR levels II and III programs, to the extent they are not incompatible with the rules that are applicable in the countries where the respective securities are issued.
Art. 22. The CVM's General Superintendent is authorized to approve rules related to electronic proceedings for information presentation purposes.
Art. 23. The non-compliance with the obligations contained in articles 11, paragraph 2, 12 and 16 of this Instructions gives rise to the application of a daily comminatory fine of R$ 500,00 (five hundred reais), which will be levied as from the first business day after the expiration of the term for delivery of the information, regardless of notice.
Art. 24. The approval of the disclosure policy with respect to relevant acts or facts and of the procedures of a publicly-held company set forth in article 16 shall be in effected no later than sixty days after this Instruction becomes effective.
Art. 25. The persons mentioned in article 11 shall be required to send the notices set forth therein after the lapse of time indicated in the preceding article.
Art. 26. CVM Instruction Nº 31 dated February 8, 1984, CVM Instruction Nº 69 dated September 8, 1987, and article 3 of CVM Instruction Nº 229 dated January 16, 1995, sole paragraph of article 13 of CVM Instruction Nº 202 dated December 6, 1993, and articles 3 through 11 of CVM Instruction Nº 299 dated February 9, 1999 are hereby revoked.
EFFECTIVE DATEArt. 27. This Instruction shall become effective ninety (90) days after its publication in the Federal Official Gazette.
Originally signed by
JOSÉ LUIZ OSORIO DE ALMEIDA FILHO
President
ANNEX II
TELESP CELULAR PARTICIPAÇÕES S/A
CNPJ 02.558.074/0001-73
N I R E 35.3.001.587.9-2
On [month] [day], 2002, at the head-office of TELESP CELULAR PARTICIPAÇÕES S/A , at Rua Abilio Soares, no. 409, São Paulo - SP, there appeared [name and surname], [nationality], [marital status], [occupation], domiciled at [business address], holder of identity document [RG; or Portuguese passport and permanent resident visa; or RNE] and declared that, after becoming aware of the Relevant Act or Fact Disclosure Policy of Telesp Celular Participações S/A, approved by resolution made at the Meeting of the Board of Directors held on [month] [day], 2002, adheres to the provisions of said Policy, being hereby undertaken to abide by all its terms and conditions, in the form and for the purposes of law. In witness whereof, this instrument of adhesion has been drawn-up, which upon being read and found to be in order, was signed by the mentioned declarant.
São Paulo , [date].
[Signature]
Declarant's full name
ANNEX III
TELESP CELULAR PARTICIPAÇÕES S/A
CNPJ 02.558.074/0001-73
N I R E 35.3.001.587.9-2
(The Instrument of Adhesion must be signed by: direct or indirect controlling shareholders, members of the board of directors, the audit committee and of any bodies having technical or advisory duties, provided for in the articles of incorporation, or by whoever, as a result of the office, function or position occupied in TCP, its holding company, its controlled or affiliated companies, shall have access to information relating to relevant acts or facts).
Full name, identification data (nationality, marital status, occupation, identity document, domicile), position or function, CPF enrollment number.
Updated: October/2006. |
