Disclosure Policy

I. Purpose

This document lays down the rules of conduct regarding the following two aspects, in compliance with CVM Instruction 358 of 01/03/2002 and CVM Instruction 547 of 02/05/2014, which was approved at the meeting of the Board of Directors of Banco do Estado do Rio Grande do Sul S.A., held on 03/09/2016:
(1) Disclosure and use of information relating to relevant act or fact;
(2) Disclosure of information in the trading of securities issued by Banrisul S.A.

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II. Scope

The controlling shareholders, executive officers, members of the Board of Directors and the Fiscal Council should formalize their commitment to comply with the provisions established herein through an Instrument of Agreement, which will be filed at the head office of Banrisul while the person has a relationship with the company, and for at least five years after his exit, as stipulated by said CVM Instruction, article 15, first paragraph, clause I and article 16 first paragraph.
Said Board of Directors’ meeting granted the Investor Relations Officer the responsibility of monitoring and executing the policies on the trading and disclosure, as well as the use of information relating to Relevant Act or Fact.

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III. Principles and Values

  • Transparency
  • Ethics
  • Commitment
  • Participation
  • Effectiveness

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IV. Definitions

Securities:
This term covers any shares, debentures, subscription warrants, receipts and rights, promissory notes issued by the Company and derivatives of any type or, any other securities or group investment agreements issued by the Company, or linked to it, which are considered "marketable securities" by a legal decision.

Relevant Act or Fact:
For the effects of this document, any decision of the controlling shareholder, decision of the Shareholders’ Meeting or administrative bodies of a publicly held company, or any other act or fact of a political, administrative, technical, transactional or economic and financial nature that may have a material influence on:

  1. Price of securities issued by the publicly held company or linked to it;
  2. Investors’ decision to buy, sell or maintain such securities;
  3. Investors’ decision to exercise any rights inherent to the ownership of securities issued by the company or linked to it.

Insider Information:
Any relevant information related to the Company that can materially influence the prices of the securities and is not yet disclosed to the investing public.

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V. Duties and Responsibilities of:

- Controlling shareholders
- Executive Officers
- Members of the Board of Directors
- Members of the Fiscal Council

  • To inform any relevant act or fact that comes to their knowledge to the Investor Relations Officer, who will arrange for its disclosure;
  • To maintain the relevant act or fact to which they have privileged access on account of the position they hold secret till its disclosure to the market, as well as to ensure that subordinates and third parties with said access also do the same. All of them will be jointly liable for non-compliance with this requirement; This also applies to the company’s employees.
  • To inform the Securities and Exchange Commission of Brazil (CVM), the company and the stock market, the volume, characteristics and the form of acquisition of the securities issued by the company and its subsidiaries or parent companies, which are publicly held companies, or linked to them, the holders as well as the changes in their positions. The communication should contain at least the following information:
    • name and identification of the person communicating, as well as the Individual or Corporate Taxpayers’ registration number;
    • number, type and class, in case of shares, and other features in the case of other securities, in addition to the identification details of the issuing company; and
    • form, price and date of transactions.
    Any changes in the positions held by them should be informed immediately after taking office or at the time of submitting the documentation relating to the registration of the company as a publicly held company, and within 10 (ten) days after the end of the month of such changes, and indicate the balance in the period.
    They will also indicate the securities held by their spouse from whom they are not legally separated, any dependent included in their annual income tax declaration and the companies directly or indirectly controlled by them.
  • any individual or legal entity or group of people acting together or representing a common interest, which directly or indirectly reaches an interest corresponding to 5% (five percent) or more of the type or class of shares, should inform the CVM immediately after reaching the said threshold and, as applicable, the stock exchange and the organized OTC market in which the company’s securities are admitted for trading, as well as publish, pursuant to this document, a declaration containing the following information:
    • name and identification of the acquirer, indicating the Individual or Corporate Taxpayers’ registration number;
    • purpose of the holding and the interest threshold aimed at;
    • number of shares, subscription warrants, as well as the share subscription rights and options, by type and class, already held directly or indirectly by the acquirer or related person;
    • number of convertible debentures already held, directly or indirectly by the acquirer or related person, informing the number of shares that could possibly be converted, by type and class; and
    • indication of any agreement or contract regulating the exercise of vote or the purchase or sale of securities issued by the company.

    Similarly, the person or group of people representing the same interest, holding interest equal to or greater than mentioned above, should make the disclosure whenever said interest reaches 5% (five percent) of the type or class of shares of the company’s stock. The obligations mentioned here also extend to the acquisition of any rights on shares and other securities mentioned. Any sale or cancellation of shares and securities mentioned in this article, or of rights on them, must be disclosed whenever such sale or cancellation results in said percentage. The press announcement may be waived if the CVM understands that the level of dispersal of the company’s shares in the market and the acquirer’s declaration that the acquisition does not aim to alter the control or administrative structure of the company, provided such declaration is made in a manner satisfactory to the CVM.
  • Trading is prohibited on the securities issued by the company before the disclosure of the relevant act or fact. This also applies to the administrators who leave the company’s management before the disclosure of the fact that commenced when they were in office and will extend for a period of six months after their exit from the company.
  • Trading is also prohibited 30 (thirty) days before the disclosure of the company’s quarterly information (ITR) and annual information (DFP and IAN).

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VI. Disclosure of Relevant act or Fact

It is incumbent on the Investor Relations Officer to disclose and inform the CVM and, as applicable, the stock market and the organized OTC market in which Banrisul’s securities are admitted for trading, any relevant act or fact that occurred or is related to its businesses, as well as endeavor for the broad and immediate dissemination simultaneously in all the markets in which such securities have been admitted for trading.

The Investor Relations Officer should simultaneously disclose to the market any relevant act or fact to be announced through any means of communication, including through press release or at meetings of companies from the sector, investors, and analysts or with selected audience in Brazil or abroad.

The controlling shareholders, executive officers, members of the board of directors and the fiscal council should inform of any relevant act or fact that comes to their knowledge to the Investor Relations Officer, who will arrange for its disclosure.

If the above-mentioned persons have knowledge of the relevant act or fact and notice that the Investor Relations Officer had failed in his duty of communication and disclosure, they will be exempted from the responsibility only if they immediately communicate this relevant act or fact to the CVM.

As provided in item II of Paragraph 4 of CVM Instruction No. 547, the disclosure shall be made through publication in at least one (1) news portal with a page in the World Wide Web, which provides a section available for free access. This will occur in the news portals authorized by BANRISUL SA, after closing of BM&F Bovespa SA markets, where the complete information must be available to all investors, in content at least identical to that sent to the CVM and, if applicable, to the stock exchange and over-the-counter market entity in which the securities issued by the company are admitted to trading.

The disclosure should be through publication in mass circulation newspapers normally used by the company and can be in a summary form by providing a URL where the complete information should be available to all the investors, and whose content should be at least identical to that sent to CVM and, where applicable, the stock exchange and the organized OTC market in which the company’s securities have been admitted for trading.

The disclosure and communication of the relevant act or fact, including the summarized information referred to in the previous paragraph should be clear and in a language comprehensible to the public investor.

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VII. Exception to the Immediate Disclosure of Relevant act or fact

The relevant acts or facts may, exceptionally, need not be disclosed if the controlling shareholders or the administrators understand that their disclosure will put the company’s legitimate interests in risk.

However, if the information goes out of control or if there is any abnormal oscillation in the price or trading volume of the securities of Banrisul or those linked to it, the above-mentioned persons should, directly or through the Investor Relations Officer, immediately disclose the relevant act or fact.