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Policies, Manuals and Regulations

This Relevant Act or Fact Disclosure Policy sets the practices for using and disclosing relevant information about Ouro Fino Saúde Animal Participações S.A. to the market, according to the Brazilian Securities and Exchange Commission‘s Instruction no. 358 of January 3, 2002, as amended.

When used in this Disclosing Policy and capitalized, the words and expressions listed below will have the following meanings:

"Controlling Stockholder": the stockholder or group of stockholders connected by a stockholders‘ agreement or under shared control that exercise the Company‘s direct or indirect control power under the Brazilian Law of Corporations.

"Administrators": members of the Board of Directors and the Executive Board.

"Relevant Act or Fact": any decision by the Controlling Stockholder, the Company‘s stockholders‘ meeting, administration bodies, or any other political-administrative, technical, negotiation, or economic-financial act or fact taking place or related to the Company‘s business that may significantly influence (a) the price of Company-issued securities or referred to them, (b) the investors‘ decision to buy, sell, or hold such securities, and (c) the investors‘ decision to exercise any rights inherent to the ownership of Company-issued securities or referred to them, including, among others, the acts or facts listed in Annex I hereto.

"Company": Ouro Fino Saúde Animal Participações S.A.

"Audit Committee Members": sitting and alternate members of the Company‘s Audit Committee.

"Board of Directors": the Company‘s Board of Directors.

"Audit Committee": the Company‘s Audit Committee, when seated.

"CVM": the Brazilian Securities and Exchange Commission.

"Investor Relations Officer": the Company‘s Officer in charge of providing information to the investing public, CVM, and Market Entities, updating the Company‘s registration as a publicly-traded company with the CVM, and enforcing and monitoring this Disclosure Policy.

"Executive Board": the Company‘s Executive Board.

"Market Entities": set of stock exchanges or organized over-the-counter market entities where the Company`s securities may be traded now or in the future, as well as equivalent entities in other countries.

"CVM Instruction 358": CVM Instruction no. 358 of January 3, 2002, as amended by CVM Instruction no. 369 of June 11, 2002, CVM Instruction no. 449 of March 15, 2007, and CVM Instruction no. 547 of February 5, 2014.

"Law of Corporations": Law no. 6404 of December 15, 1976, and its later amendments.

"Relevant Ownership Interest": ownership interest directly or indirectly corresponding to 5% (five percent) or more of the shares representing the Company‘s capital.

"Related Persons": persons that are related to the Company‘s Administrators and Audit Committee Members in the following manners: (i) spouse, from whom one is not legally separated, (ii) life partner; (iii) any dependents included in one‘s individual tax return; and (iv) companies directly or indirectly controlled by the Administrators, Audit Committee Members, or other Related Persons.

"Bound Persons": the persons listed in article 13 of CVM Instruction 358, including the Company, the Controlling Stockholder, the Administrators, the Audit Committee Members, the members of any Company bodies holding technical or consulting positions and created by provisions in the articles of incorporation, managers and employees, controlled companies and/or companies under shared control and respective controlling stockholders, members of the administration and bodies holding technical or consulting positions, service providers and other persons that have expressly signed the Disclosure Policy or are required to comply with the rules described herein, or any persons that, though they have not signed the Disclosure Policy, become aware of information related to a Relevant Act or Fact as a result of their office, role or position with the Company, its controlling stockholders, controlled companies, or affiliates.

"Disclosure Policy": this Relevant Act or Fact Disclosure Policy.

"Securities": any shares, certificates of real estate receivables, subscription bonuses, subscription receipts and rights, promissory notes, purchase or sale options or derivatives of any kind, or any other securities or collective investment agreements issued by the Company or referenced to them which, by law, are considered "securities," existing on the date this Disclosure Policy is approved or which may be created later on.

3.1 This Disclosure Policy is based on the following principles and goals:

(a) providing complete information to the Company‘s stockholders and investors at large;
(b) ensuring widespread, immediate disclosure of a Relevant Act or Fact;
(c) allowing the Company‘s stockholders and investors at large equal access to public information about the Company;
(d) protecting the confidentiality of an undisclosed Relevant Act or Fact;
(e) contributing to the stability and development of the Brazilian capital market; and
(f) cementing good corporate governance practices at the Company.

3.2 The Bound Persons must abide by, fulfill, and enforce compliance with all of the provisions in this Disclosure Policy.

3.3 At the Company‘s main office, the Company is going to keep the list of Bound Persons and their respective information, providing their role or position, address, and number of registration with the National Registry of Legal Entities and/or National Registry of Individuals. The Company will also update such list whenever a change takes place.

4.1 The Investor Relations Officer is responsible for disclosing to and notifying the CVM and Market Entities about a Relevant Act or Fact through the corporate communication channels, as well as for adopting the other procedures provided for herein.

4.2 A Relevant Act or Fact is to be disclosed via (i) the webpage of a news portal; (ii) the Company‘s webpage (ri.ourofino.com), whose contents must be at least identical to those sent to the CVM and Market Entities; and (iii) the CVM‘s periodical and occasional information forwarding system (IPE System). Notwithstanding the disclosure of a Relevant Act or Fact via the aforementioned communication channels, any Relevant Act or Fact may also be published in widely circulating newspapers usually used by the Company.

4.2.1 At the Investor Relations Officer‘s discretion, the aforementioned publication in widely circulating newspapers usually used by the Company may be summarized and let readers know that the complete information is available at ri.ourofino.com and the webpage of the news portal mentioned in the Company‘s registration form.

4.2.2 Information must be presented clearly and accurately in straightforward language easily understood by investors. Whenever some technical concept the Investor Relations Officer considers more complex, its meaning must be explained within the information disclosed.

4.3 The Investor Relations Officer is responsible for disclosing any Relevant Act or Fact before or at the same time said Relevant Act or Fact is run by any media outlet, including press briefings, or at meetings with trade associations, investors, analysts, or select stakeholders, in Brazil or abroad, as set forth in this Disclosure Policy.

4.4 Bound Persons that have access to information on a Relevant Act or Fact must report such information to the Investor Relations Officer and ascertain whether said Investor Relations Officer has taken the steps prescribed in this Disclosure Policy regarding the disclosure of such information.

4.4.1 In case the Bound Persons find the Investor Relations Officer has failed to fulfill his/her communication and disclosure duty, and as long as there has been no decision to keep the Relevant Act or Fact confidential under the terms of Section 5 hereof, such Bound Persons must immediately report the Relevant Act or Fact to the CVM so as to exempt themselves from the liability imposed on them by the applicable regulations in such cases.

4.4.2 Communications to the Investor Relations Officer as provided in item 4.4 above must be made via email to ri@ourofino.com.

4.5 Whenever the CVM or Market Entities require from the Investor Relations Officer additional clarifications about the communication and disclosure of a Relevant Act or Fact, or in case there is an atypical fluctuation in the price or quantity of the Securities traded, the Investor Relations Officer must ask the persons that have access to information about a Relevant Act or Fact whether they are aware of additional information that should be disclosed to the market.

4.5.1 The Administrators, Audit Committee Members, and other Company employees asked for information according to this item 4.5 are required to immediately respond to the Investor Relations Officer‘s request. In case they are unable to speak in person or over the phone with the Investor Relations Officer on the same day said officer is notified about the CVM‘s or Market Entities‘ demands, the Administrators, Audit Committee Members, or relevant employees must email information and clarifications to the Investor Relations Officer at ri@ourofino.com.

4.6 As a rule, information related to a Relevant Act or Fact must be disclosed to the CVM and Market Entities at the same time either before the start or after the end of business at the Market Entities. When the Securities are simultaneously traded at Brazilian and foreign Market Entities, the information is to be disclosed either before the start or after the end of business in all countries, and in case the hours are not compatible, this rule will apply to the Brazilian market‘s business hours.

4.6.1 In the event it is exceptionally imperative that a Relevant Act or Fact be disclosed during trading hours, the Investor Relations Officer may, at all times simultaneously, ask the Brazilian and foreign Market Entities to suspend trading of the Securities for the time required for said information to be properly disseminated. The Investor Relations Officer will be required to provide the Brazilian Market Entities with evidence that the trading suspension has also been requested to the foreign Market Entities.

4.7 Upon decision by the Board of Directors, the Company may report its short- and long-term guidance to the market, especially with respect to the financial and operational aspects of its business according to provisions on Relevant Fact disclosures and the mandatory updates to the Company‘s Reference Form. Additionally, the disclosure of such expectations is subject to the trading restriction set in paragraph 4, article 13 of CVM Instruction 358.

4.7.1 The following assumptions must be followed in case such expectations are reported:

(i) results may be disclosed in advance in case of preliminary, unaudited, clearly presented information on each of the estimated items and periods, along with the calculation assumptions and records used;
(ii) results or reports prepared according to foreign accounting standards must be reconciled to the Brazilian accounting practices and the accounting items directly stated in the Company‘s financial statements, which have been therefore obtained according to the accounting criteria in force in Brazil;
(iii) in case the information disclosed had included estimates, a comparison between said estimates and the results actually obtained must be provided when the Company‘s ITR Form is issued; and
(iv) in case the estimates issued are discontinued, such fact must be reported as a Relevant Fact along with the reasons that led to such discontinuance.

5.1 Exceptionally, the Company will be allowed to not disclose Relevant Acts or Facts in case the Controlling Stockholder or the Board of Directors believes such disclosure may jeopardize a legitimate interest of the Company. In such case, the procedures prescribed in this Disclosure Policy must be followed to ensure the confidentiality of such Relevant Acts or Facts.

5.2 The Controlling Stockholder or the Board of Directors, through its Chairman, must ask the Investor Relations Officer to immediately disclose a Relevant Act or Fact that had been kept secret in any of the following cases:

(i) the information has become known to third parties foreign to the Company and the occasional business related to such Relevant Act or Fact;
(ii) there is subsistent evidence and a well-founded fear that the confidentiality of the Relevant Act or Fact has been compromised; or
(iii) there has been an atypical fluctuation to the price or quantity of the Securities traded.

5.2.1 In case the Investor Relations Officer fails to take the steps necessary to immediately disclose the information as provided for in item 5.2, such steps must be taken, as the case may be, by the Controlling Stockholder or the Board of Directors, via its Chairman.

5.3 The Investor Relations Officer must be always notified about a Relevant Act or Fact kept confidential and, together with the other persons that are aware of such information, is responsible for following the proper procedures to protect its confidentiality.

5.4 Whenever a question arises regarding whether the disclosure of a Relevant Act or Fact may be legitimately withheld, such question may be submitted to the CVM as provided for in the applicable regulations.

6.1 The Bound Persons must (a) protect the confidentiality of information pertaining to Relevant Acts or Facts to which they have privileged access as a result of their office or position until such information is actually disclosed to the market, at all times according to the procedures set in this Section 6, and (b) make sure their subordinates and trusted third parties do so as well.

6.2 To protect the confidentiality referred to in item 6.1 above, the Bound Persons must follow and enforce the following procedures, notwithstanding other appropriate steps that may be taken in each specific situation:

(i) disclosing confidential information strictly to those persons that absolutely must be privy to it;
(ii) not discussing confidential information in the presence of third parties that are not privy to it, even though it is believed said third parties will be unable to work out the meaning of the conversation;
(iii) not discussing confidential information over conference calls when the identity of all actual participants cannot be ascertained for sure;
(iv) keeping all kinds of confidential information-related documents, including handwritten personal notes, in a safe or locked cabinet to which only people authorized to know about the confidential information have access;
(v) generating confidential information-related electronic documents and files always via password-protected systems.
(vi) circulating confidential information-containing documents within the Company in sealed envelopes, which must be always handed directly to their respective addressee;
(vii) not faxing confidential information-containing documents except when the sender is certain that only a person authorized to know about the information will have access to the receiving device; and
(viii) notwithstanding the responsibility of the person that conveys the confidential information, requiring that third parties foreign to the Company who need to have access to the confidential information sign a non-disclosure agreement, which must describe the type of information and contain a statement that the third party acknowledges its confidential nature, further undertaking to not disclose it to any persons and to not trade Securities before said information is disclosed to the market.

6.3 When confidential information needs to be disclosed to a Company employee or a person holding an office, role, or position with the Company, its controlling company, controlled companies, or affiliates, other than an Administrator or Audit Committee Member, the person responsible for sharing the confidential information must make sure the person receiving the confidential information is aware of the provisions in this Disclosure Policy, and further require said receiving person to sign the statement contained in Annex II hereof before the confidential information is shared.

7.1 In the event of a Relevant Act or Fact takes place, the Investor Relations Officer must make sure the rules and procedures set herein are properly followed and immediately notify the Board of Directors about any irregularities detected.

7.2 The Investor Relations Officer is responsible for examining the accuracy and propriety of the text containing the information disclosed to the market, according to item 4.2.2 above.

7.3 In case any of the events listed in item 5.2 above takes place and requires the disclosure of a Relevant Act or Fact that had been kept secret, or yet in case the secrecy of a Relevant Act or Fact is violated before it is disclosed to the market, the Investor Relations Officer must carry out internal investigations and procedures within the Company to inquire the persons involved, and said persons must always respond to the officer‘s requests for information so that the reason that caused the confidential information violation may be ascertained.

7.3.1 The Investor Relations Officer‘s conclusions must be forwarded to the Board of Directors for the Board to take the appropriate steps, along with occasional recommendations and suggestions of changes to this Disclosure Policy that may prevent future violations to the secrecy of confidential information.

7.4 The Investor Relations Officer must monitor the trading of Securities and adopt procedures to ensure he/she is notified about transactions taking place in periods prior to the disclosure of a Relevant Act or Fact to the market, in order to detect occasional transactions barred by the legislation in force and carried out by persons privy to such Relevant Act or Fact, upon which he/she must notify the Board of Directors and the CVM about the irregularities found, if any.

8.1 Upon decision by the Board of Directors, this Disclosure Policy may be changed in the following situations:

(i) the CVM has issued an express order to that effect;
(ii) the applicable laws and regulations are changed, so as to implement the necessary adaptations; and
(iii) when the Board of Directors verifies the need for changes upon evaluating the efficacy of the procedures adopted.

8.2 The Investor Relations Officer must notify the CVM and Market Entities about changes to this Disclosure Policy in the manner required by the applicable rules, and also notify the persons listed in item 10.2 below.

9.1 The procedures for communicating Securities trading information, as provided for in this Section 9, are based on article 11 of CVM Instruction 358.

9.2 The Administrators and Audit Committee Members, as well as the members of any Company bodies holding technical or consulting positions, must report the ownership of Securities held by them or Related Persons and changes to such positions as well.

9.2.1 Communications must be sent to the Investor Relations Officer, who in turn must notify the CVM and Market Entities by means of the form included in Annex III of this Disclosure Policy.

9.2.2 Notice to the Investor Relations Officer must be sent (i) within 5 (five) days after each transaction is carried out; or (ii) on the first business day after taking office.

9.2.3 Notice to the CVM must be sent (i) immediately upon taking office, and (ii) within 10 (ten) days after the end of the month in which changes to the positions held took place, further including the balance of the position in the period.

10.1 The procedures for communicating and disclosing information about Securities trading that involves Relevant Ownership Interest, as provided for in this Section 10, are based on article 12 of CVM Instruction 358.

10.2 The direct or indirect Controlling Stockholder, stockholders that have elected members of the Board of Directors or Audit Committee, and any other individuals or legal entities, or groups of individuals or legal entities, acting together or representing the same interest, must notify the Company about the attainment, purchase, or sale of Relevant Ownership Interest, including the information contained in the form template attached hereto as Annex IV.

10.2.1 Notices about the attainment, purchase, or sale of Relevant Ownership Interest must be sent to the Investor Relations Officer immediately after such transaction is carried out.

10.3 The Investor Relations Officer will then be responsible for relayed the information to the CVM and Market Entities as soon as such information is received by the Company, as well as for updating the corresponding field in the Reference Form.

10.4 When the purchase of Relevant Ownership Interest results in changes to, or has been made in order to change, the Company‘s control makeup or administrative framework, or yet when said purchase requires an IPO to be carried out pursuant to the applicable regulations, the buyer of the Relevant Ownership Interest must also issue a notice containing the information described in Annex IV hereof via at least the same communication channels used by the Company, as described in this Disclosure Policy.

11.1 Notwithstanding the sanctions provided for by the legislation in force and to be imposed by the relevant authorities in case the terms and procedures set in this Disclosure Policy are violated, the Board of Directors is tasked with taking the disciplinary actions applicable internally to the Company, including removing violators from their position or terminating them in case of a serious violation.

11.2 In case the applicable action falls within the purview of the Company‘s stockholders‘ meeting under the law or the articles of incorporation, the Board of Directors must call the meeting to decide on the matter.

11.3 The Bound Persons and any Company employee who may have access to information about a Relevant Act or Fact after signing the statement contained in Annex II according to item 6.3 above and are found responsible for violating any of the provisions in this Relevant Act or Fact Disclosure Policy hereby undertake to compensate the Company as provided for in the applicable legislation and regulations.

12.1 The Company must send the Bound Persons a copy of this Disclosure Policy via registered mail, and ask them to return to the Company the duly signed statement of acceptance according to Annex II hereof, which statement will be filed at the Company‘s main office.

12.1.1 As the new Administrators sign their instruments of investiture, they must sign the statement contained in Annex II and be made aware of this Disclosure Policy.

12.1.2 Before the Bound Persons are given access to a Relevant Act or Fact, such persons must be made aware of this Disclosure Policy and sign the statement contained in Annex II, as provided for in item 6.3 above.

12.1.3 At the Company‘s main office, the Company is going to keep at the CVM‘s disposal the list of persons included in this item 12.1 and their respective information, providing their role or position, address, and number of registration with the National Registry of Legal Entities or National Registry of Individuals. The Company will also update such list immediately whenever a change takes place.

12.2 This Disclosure Policy takes effect on the date it is approved.

1. Signature of an agreement or contract on the transfer of the Company‘s controlling interest, albeit under a suspensive or resolutive condition.

2. Changes to the Company‘s controlling interest, including via the execution, amendment to, or termination of a stockholders‘ agreement.

3. Execution, amendment to, or termination of a stockholders‘ agreement to which the Company is a party or intervening party, or which has been recorded in the Company‘s appropriate book.

4. Entry or exit of a stockholder that is under a contract with the Company or provides the latter with operating, financial, technological, or administrative collaboration.

5. Authorization to trade Securities in any domestic or foreign markets.

6. Decision to have the Company‘s publicly-traded company registration with the CVM cancelled.

7. Merger, consolidation or spin-off involving the Company or controlled companies.

8. Conversion or dissolution of the Company.

9. Relevant changes to the Company‘s equity makeup.

10. Changes to accounting criteria.

11. Debts renegotiations.

12. Approval of a stock option plan.

13. Changes to the Securities‘ rights and advantages.

14. Splitting or reverse splitting of shares or assignment of bonuses.

15. Authorization for purchasing Company shares to hold them in treasury or cancel them, and to sell shares thus purchased.

16. Company‘s profits or losses and distribution of cash benefits.

17. Signature or termination of an agreement, or failure to successfully do so, in case it had been publicly expected to be signed or terminated.

18. A project has been approved, changed, or dropped, or its implementation has been delayed.

19. The manufacturing or sale of a product or the supply of a service has begun, been resumed, or stopped.

20. Company technologies or resources have been discovered, changed, or developed.

21. Changes to estimates issued by the Company.

22. Court-supervised or out-of-court reorganization has been filed for, bankruptcy has been filed for or acknowledged, or a lawsuit has been filed which may impact the Company‘s economic-financial situation.

Through this Statement of Acceptance, [insert name], [insert information - nationality, marital status, occupation, RG/RNE, if an individual; insert the business type, if a legal entity], [insert address], registered with [CPF/MF - CNPJ/MF] under no. [?], as [insert position held or "Controlling Stockholder"] of [company controlled by] Ouro Fino Saúde Animal Participações S.A., a publicly-traded company with its principal place of business in the city of Cravinhos, state of São Paulo, on Rodovia Anhanguera, SP 330, KM 298, Bloco C, 2º andar, Sala CCS 210, Distrito Industrial, CEP 14140-000, registered with CNPJ/MF under no. 20.258.278/0001-70, hereinafter referred to as the Company, states to have being made aware of the Company‘s Relevant Act or Fact Disclosure Policy approved at a Board of Directors‘ Meeting held on [?][?], 2014, according to the Brazilian Securities and Exchange Commission‘s Instruction no. 358 of January 3, 2002, as amended, and undertakes to abide by the rules and procedures set forth in such document and behave towards the Company at all times in compliance with such provisions.

[insert place and date of signature]

[NAME]

Period: [month/year]

Name of Buyer or Seller:

Information: CNPJ/CPF:

Date of Transaction:

Issuing Company:

Type of Business:

Type of Securities:

Total Quantity:

Quantity per Type and Class:

Balance of position held before the transaction:

Balance of position held after the transaction:

Price:

Brokerage Firm used:

Other relevant information:

Period: [month/year]

Name of Buyer/Seller:

Information: CNPJ/CPF:

Date of Transaction:

Issuing Company:

Type of Business:

Type of Securities:

Quantity sought:

Quantity per Type and Class:

Price:

Brokerage Firm used:

Purpose of Ownership Interest:

If applicable, statement by the buyer saying the buyer‘s purchases are not meant to change the Company‘s control makeup or administrative framework:

Number of debentures convertible into shares already directly or indirectly held:

Number of already-held shares converted from debentures, per type and class, if applicable:

Quantity of other securities already directly or indirectly held:

List any agreements or contracts regulating the exercise of rights to vote or purchase and sell Company-issued securities:

Other relevant information:

The purpose of this Securities Trading Policy is to set rules to ensure compliance with good conduct practices when securities issued by Ouro Fino Saúde Animal Participações S.A. are traded, under the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM) Instruction no. 358 of January 3, 2002, as amended.

When used in this Trading Policy and capitalized, the words and expressions listed below will have the following meanings:

"Controlling Stockholder": the stockholder or group of stockholders connected by a stockholders‘ agreement or under shared control that exercise the Company‘s direct or indirect control power under the Brazilian Law of Corporations.

"Administrators": members of the Board of Directors and the Executive Board.

"Stock Exchange": BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (Stock, Commodities and Futures Exchange), as well as any other stock exchanges or organized over-the-counter markets where the Company‘s stock may be traded, in Brazil or abroad.

"Company": Ouro Fino Saúde Animal Participações S.A.

"Audit Committee Members": sitting and alternate members of the Company‘s Audit Committee.

"Board of Directors": the Company‘s Board of Directors.

"Audit Committee": the Company‘s Audit Committee, when seated.

"Accredited Brokerage Firms": the brokerage firms especially accredited by the Company to have persons subject to the duties and obligations in this Policy trade the Company‘s securities.

"CVM": the Brazilian Securities and Exchange Commission

"Investor Relations Officer": the Company‘s Officer in charge of providing information to the investing public, CVM, and Market Entities, updating the Company‘s registration as a publicly-traded company with the CVM, and enforcing and monitoring this Policy.

"Executive Board": the Company‘s Executive Board.

"Market Entities": set of stock exchanges or organized over-the-counter market entities where the Company`s securities may be traded now or in the future, as well as equivalent entities in other countries.

"Former Administrators": Administrators who no longer run the Company.

"Employees with Access to Inside Information": Company employees whose office, role or position in the Company grants them access to Inside Information.

"Inside Information": any and all information related to the Company or the Company‘s Controlled Companies that may significantly influence the Securities‘ prices and which has not been disclosed to the market.

"CVM Instruction 358": the CVM Instruction no. 358 of January 3, 2002, as amended.

"Law of Corporations": Law no. 6404 of December 15, 1976, and its later amendments.

"Trade Ban Period": any and all period when securities may not be traded as a result of a regulation or an Investor Relations Officer‘ order.

"Related Persons": persons that are related to the Company‘s Controlling Stockholders, Administrators, and Audit Committee Members in the following manners: (i) spouse, from whom one is not legally separated, (ii) life partner; (iii) any dependents included in one‘s individual tax return; and (iv) companies directly or indirectly controlled by the Administrators, Controlling Stockholders, Audit Committee Members, or Related Persons.

"Policy": this Trading Policy for Securities Issued by Ouro Fino Saúde Animal Participações S.A.

"Controlled Companies": companies in which the Company, directly or via other companies, holds member or stockholder rights permanently ensuring the Company‘s control over company decisions and the power to elect the majority of administrators.

"Statement of Acceptance": statement of acceptance of this Policy to be signed according to the template in Annex I of this Policy, under articles 15, paragraph 1, I, and 16, paragraph 1, of CVM Instruction 358.

"Securities": any shares, debentures, certificates of real estate receivables, subscription bonuses, subscription receipts and rights, promissory notes, purchase or sale options or derivatives of any kind, or any other securities or collective investment agreements issued by the Company or referenced to them which, by law, are considered "securities."

3.1 Trading via Accredited Brokerage Firms and Trade Ban Periods

3.1.1 In order to enforce the trading standards for the Company‘s Securities as provided for in this Policy, any and all trading of Securities by the very Company and persons bound to comply with this Policy‘s terms and conditions must be intermediated by one of the Accredited Brokerage Firms, according to the list sent by the Company to CVM, which list is to be updated whenever necessary.

3.1.2 The Company, Administrators, Audit Committee Members, Employees with Access to Inside Information, Controlling Stockholders, Controlled Companies, and persons whose office, role or position with the Controlling Stockholder or Controlled Companies may give them knowledge of Inside Information about the Company and that have signed the Statement of Acceptance are not allowed to trade Securities in the Trade Ban Period.

3.1.3 The Investor Relations Officer is under no obligation to provide the reasons why a Trade Ban Period has been ordered, and the aforementioned persons must keep such order confidential.

3.2 Trade Restrictions while the Disclosure of a Relevant Act or Fact is Pending

3.2.1 Securities may not be traded (a) by the Company, (b) the Controlling Stockholders, Administrators, Audit Committee Members, Employees with Access to Inside Information, or members of any of the Company‘s bodies holding technical or consulting positions and created by provisions in the articles of incorporation, and (c) any person whose office, role or position with the Controlling Company or Controlled Companies may give them knowledge of Inside Information about the Company and that has signed the Statement of Acceptance until the Company has disclosed such information to the market in the form of a Relevant Act or Fact. This rule also applies when:

(i) (a) Securities are being purchased or sold by the Company, the Company‘s Controlled Companies or other companies under shared control, or (b) an option or agency for such purpose has been issued, exclusively on dates when the Company trades or lets the Accredited Brokerage Firms know the Company will be trading Company-issued securities; and
(ii) there is an intention to merge, fully or partially spin off, consolidate, convert the Company or carry out a business combination.

3.3 Exceptions to the General Restrictions on Securities Trading

3.3.1 The trading restrictions set herein do not apply to the Company, Controlling Stockholders, Administrators, Audit Committee Members, Employees with Access to Inside Information, members of any of the Company‘s bodies holding technical or consulting positions and created by provisions in the articles of incorporation, or employees of the Company‘s Controlled Companies who may have knowledge of Inside Information, when conducting operations within the scope of this Policy.

3.3.2 This Policy applies to trading by the aforementioned persons carried out according to the long-term investment plan approved by the Company and which features at least one of the following characteristics:

(i) Company purchases under a stock buyback program to cancel such stock or hold it in treasury;
(ii) application of variable compensation received as profits shared by the Company or the Company‘s Controlled Companies upon the purchase of Securities, or
(iii) the Company‘s private purchase of stock to be canceled or held in treasury or sale of stock held in treasury as the Company exercises an option to buy according to the Company stock purchase plan duly approved by the Stockholders‘ Meeting.

3.4 Trade Restrictions after the Disclosure of a Relevant Act or Fact

3.4.1 In the cases provided for above, even after a Relevant Act or Fact is disclosed, the trading ban remains in force in the event it may interfere in the Securities-related business conditions so as to harm the Company or the Company‘s stockholders, and such additional restriction must be announced by the Investor Relations Officer.

3.5 Trade Ban Prior to the Disclosure of Quarterly Information, Standard Financial Statements, and Profit Sharing

3.5.1 The Company, Administrators, Controlling Stockholders, Audit Committee Members, Employees with Access to Inside Information, and persons whose office, role or position with the Controlling Company or Controlled Companies may give them knowledge of Inside Information about the Company and that have signed the Statement of Acceptance are not allowed to trade Securities in the 15 (fifteen) days before the disclosure or publication, as the case may be, of:

(i) the Company‘s quarterly information (ITR);
(ii) the Company‘s standard financial statements (DFP).

3.5.2 The restrictions set in item 3.5.1 above do not apply to individual investment programs that meet the requirements in article 15, paragraph 3 of CVM Instruction 358, through which programs the persons subject to this Policy approximately indicate the volume of resources to be invested or the number of Company-issued securities to be traded and the investment time frame.

3.5.3 The Accredited Brokerage Firms (a) will not record the Security purchases or sales by the aforementioned persons when such operations are carried out in the 15 (fifteen) days preceding the Company‘s disclosure or publication of such periodical information or financial statements, and (b) will notify the Company when such operations are carried out.

3.6 Ban on Decisions regarding the Purchase or Sale of Company-Issued Stock

3.6.1 The Board of Directors is not allowed to approve the Company‘s purchase or sale of Company-Issued Securities while information related to the following is not disclosed to the public, if applicable, by means of the publication of a Relevant Fact:

(i) signature of any agreement or contract on the transfer of the Company‘s controlling interest; or
(ii) an option or agency is granted relative to the transfer of the Company‘s controlling interest; or
(iii) there is an intention to merge, fully or partially spin off, consolidate, convert the Company or carry out a business combination involving the Company.

3.6.2 In the event that after a buyback program is approved an event takes place which fits any of the three cases above, the Company will immediately suspend the operations with Company-issued Securities until the respective Relevant Fact has been disclosed.

3.7 Trade Ban Applicable to Former Administrators

3.7.1 Former Administrators who leave the Company‘s administration before a Relevant Act or Fact is publicly disclosed relative to business or a fact that began while they were in office will not be allowed to trade Securities for 6 (six) months after their exit or until said Relevant Act or Fact has been disclosed, whatever happens last, and also according to the provisions in the item below.

3.7.2 When Securities trading, even after a Relevant Fact has been disclosed, may interfere in the conditions of said business in a way that harms the Company or the Company‘s Stockholders, the Former Administrators will not be allowed to trade Securities for at least 6 (six) months after their exit.

3.8 Additional Bans

3.8.1 The bans set in this Policy also apply to trading directly or indirectly carried out by the Administrators, Controlling Stockholders, Audit Committee Members, Employees and Related Persons with Access to Inside Information, and any person whose office, role or position with the Controlling Company or Controlled Companies gives them knowledge of Inside Information about the Company and that has signed the Statement of Acceptance, including when such trading takes place via:

(i) companies controlled by them;
(ii) third parties with whom they have signed a securities portfolio management or trust agreement; or
(iii) any person who has gained knowledge of Inside Information from any of the persons banned from trading, while such information has not been disclosed to the market.

3.8.2 Trading carried out by investment funds and/or clubs in which the persons mentioned in item 3.8.1 above hold shares will not be deemed indirect trading and will not be subject to the ban set in this Policy as long as:

(i) the investment funds and/or clubs are not exclusive; and
(ii) the investment fund‘s and/or club‘s administrator‘s trading decisions can in no way be influenced by their respective shareholders.

4.1 Upon decision by the Board of Directors, this Policy may be changed in the following situations:

(i) the CVM has issued an express order to that effect;
(ii) the applicable laws and regulations are changed, so as to implement the necessary adaptations;
(iii) when the Board of Directors verifies the need for changes upon evaluating the efficacy of the procedures adopted.

4.1.1 Notwithstanding subsequent investigations and sanctions, the CVM may order this Policy to be improved or changed in case the CVM believes its contents do not prevent the use of relevant information while trading, or in case the CVM believes it fails to suitably comply with the applicable legislation.

4.2 The Investor Relations Officer must notify the CVM and Market Entities about changes to this Policy in the manner required by the applicable rules, and also notify the persons listed in item 6.1.3 below.

4.3 This Policy may not be changed while disclosure of a Relevant Fact is still pending.

5.1 Notwithstanding the sanctions provided for by the legislation in force and to be imposed by the relevant authorities in case the terms and procedures set in this Policy are violated, the Board of Directors is tasked with taking the disciplinary actions applicable internally to the Company, including removing violators from their position or terminating them in case of a serious violation.

5.2 In case the applicable action falls within the purview of the Company‘s stockholders‘ meeting under the law or the articles of incorporation, the Board of Directors must call the meeting to decide on the matter.

6.1 The Company must send the Controlling Stockholder, officers, directors, and Audit Committee members a copy of this Policy via registered mail, and ask them to return to the Company the duly signed statement of acceptance according to Annex I of this Policy, which statement will be filed at the Company‘s main office.

6.1.1 As the new Administrators sign their instruments of investiture, they must sign the statement contained in Annex I and be made aware of this Policy.

6.1.2 Persons not mentioned in item 6.1 above will be made aware of this Policy and must sign the statement contained in Annex I before they are allowed to trade any of the Securities issued by the Company.

6.1.3 At the Company‘s main office, the Company is going to keep at the CVM‘s disposal the list of persons included in item 6.1 and their respective information, providing their role or position, address, and number of registration with the National Registry of Legal Entities or National Registry of Individuals. The Company will also update such list immediately whenever a change takes place.

6.1.4 The Controlling Stockholder, officers, directors, Audit Committee Members, and members of any Company bodies holding technical or consulting positions and created by provisions in the articles of incorporation, as well as those that may acquire such characteristic, must not only sign the Statement of Acceptance according to Annex I but also sign the Statement whose template is found in Annex II in case of trading that changes their ownership interest at a rate above 5% (five percent), and subsequently forward said statements to the Investor Relations Officer.

6.2 This Policy takes effect on the date it is approved by the Board of Directors.

TERM OF ACCEPTANCE OF THE TRADING POLICY FOR SECURITIES ISSUED BY OURO FINO SAÚDE ANIMAL PARTICIPAÇÕES S.A.

Through this Statement of Acceptance, [insert name], [insert information - nationality, marital status, occupation, RG/RNE, if an individual; insert the business type, if a legal entity], [insert address], registered with [CPF/MF - CNPJ/MF] under no. [?], as [insert position held or "Controlling Stockholder"] of [company controlled by] Ouro Fino Saúde Animal Participações S.A., a publicly-traded company with its principal place of business in the city of Cravinhos, state of São Paulo, on Rodovia Anhanguera, SP 330, KM 298, Bloco C, 2º andar, Sala CCS 210, Distrito Industrial, CEP 14140-000, registered with CNPJ/MF under no. 20.258.278/0001-70, hereinafter referred to as the "Company", states to have being made aware of the Trading Policy for Securities Issued by the Company approved at a Board of Directors‘ Meeting held on [?], according to the Brazilian Securities and Exchange Commission‘s Instruction no. 358 of January 3, 2002, as amended, and undertakes to abide by the rules and procedures set forth in such document and behave towards the Company at all times in compliance with such provisions.

[insert place and date of signature]

[NAME]

I, [name], [role or position], STATE that I have [bought/sold] [number of] [shares or debentures convertible into shares], and changed my interest in the Company capital to [?]%, as described below:

(a) objective of my interest [?]%;

(b) number of shares, purchase or subscription options directly or indirectly held: [?]%;

(c) amount of debts convertible into Company shares directly or indirectly held equivalent to: [?]%; and

(d) contract or agreement regulating or limiting the voting power or circulation of the aforementioned securities (state the absence of such contract or agreement, as the case may be); [?]%.

Under CVM Instruction 358, I further STATE that I will notify the Company‘s Investor Relations Officer about any changes to the information provided herein which represent over 5% (five percent) of my ownership interest.

[insert place and date of signature]

[name]

Founded in 1987, Grupo Ouro Fino (“Ourofino”) dedicates itself to the production and commercialization of pharmaceutical products targeted at the animal health and aims at REIMAGINING THE ANIMAL HEALTH, and this is its commitment to defy the conventional thought, promoting the evolution and sustainable growth of a new generation of animal health, inspire and create ideas and solutions integrated to the world’s needs, as well as those of people and of the markets, connect and work in collaboration with the animal health ecosystem, construct and nurture relationships in the generation of shared value.              
The present Code of Conduct aims at guiding the conduct of the Collaborators of the several companies that comprise Grupo Ouro Fino.

SINCE IT IS A CHARACTERISTIC OF ITS PERSONALITY, FOR BEING AGILE AND SIMPLE in each action and decision-making, this Code of Conduct does not intend to be exhaustive, nor to replace the laws, standards and other regulations applicable to the Collaborators and to the business of Grupo Ouro Fino, but rather makes up an important tool in the maintenance of the PURPOSE, PILLARS AND PERSONALITY of the company throughout its history. 

Its goal is to ensure that the relations between the Collaborators and clients, suppliers, public entities and servants, the press, environment and community, among others, are based according to the ethical and moral principles that  guide the activities of Grupo Ouro Fino since its foundation: honesty and respect to the laws, by adopting socially responsible practices and that aim at the welfare of all and the protection to the environment.

The board of Ourofino, conscious of the duty to assure the full compliance with the anti-corruption and competition legislation, has developed and fully supports this Code. It falls to each of the Collaborators to know and to endeavor in the dissemination of and in the compliance with this Code. Only by putting into practice the principle and rules indicated in this Code may Ourofino comply with its PURPOSE and effectively experience its PILLARS AND PERSONALITY:


PILLARS

  • Integrated Innovation: to create ideas and solutions integrated to the world’s needs of people and of the markets, developing new ways to produce and take care of the animals, with less impact, simplicity and more efficiency.
  • Involve and collaborate: to think and act in the broadest sense of animal health, involving, connecting and working in collaboration with our clients, partners and communities in a movement of transformation and evolution to the sector.
  • Build and nurture relations: to establish open and transparent ways to inspire, undertake, connect, collaborate and do business. To grow together, building and nurturing relations in the shared value generation. 

PERSONALITY

  • Agile and simple 
  • Open and collaborative 
  • Entrepreneurial Attitude
  • Transparent and involving 
  • Brazilian

 

Best regards,

Jardel Massari - President of the Board of Directors
Dolivar Coraucci Neto - Executive Chairman/CE

* For purposes of this Code, the term "Contributor" includes directors, employees, agents, attorneys, sales representatives, distributors, contractors, subcontractors and other suppliers or purchasers of goods or services of Ouro Fino.

Without prejudice to the Purpose and PILLARS of Ourofino, already mentioned before, the main ethical values protected by this Code are: 

  • Compliance with laws, rules and regulations.
  • Ethical and honest conduct in the personal and professional relations. 
  • Respect to the diversity and repudiation to any kind of discrimination of race, skin color, creed, origin, birth, policy, opinion, physical aptitude, social or economic status. • 
  • Disclosure of documents containing clear, correct, precise and adequate information, always observing the duty of confidentiality as regards the confidential information of Ourofino.
  • To take into consideration, in its activities and business, the interest of its employees, collaborators, clients, suppliers, competitors, shareholders, government, adjacent communities of the operational units and the environment. 
  • Construction and preservation of the institutional image of Ourofino by all the Collaborators, working together. 
  • Responsibility in the use of the goods which are an integral part of the property of Ourofino. 
  • Commitment with the socio-environmental risk management and the quality of the products supplied and services provided.  
  • Preservation of the environment and sustainability, restraining the misuse and the destruction of the environmental resources (atmosphere, soil, subsoil, fauna, flora, surface water and groundwater). 
  • Repudiation to the child labor or any other form of compulsory labor by Ourofino, its suppliers and clients. 

The ethical values mentioned above must be preserved and practiced by all the Collaborators. We work with total transparency and seek to involve the people who form the markets where we are situated, therefore we value the right conduct in and outside our institution. Small lapses can ruin in a very short time the good reputation and the brand constructed for decades. 2. VALUES PROTECTED BY THE CODE 6 3. COMPETITION STANDARDS Breaches of the standards and policies of this Code must be reported through Ouro Fino Reporting Channel, available 24 hours a day, in Portuguese and Spanish, through the free toll numbers 0800 891 4636 (Brazil), 01-800-752-2222 (Colombia) ot 01-800-1233312 (Mexico) or, also, through digital access to the electronic website: www.resguarda.com/denunciaourofino or e-mail: denuncia.ourofino@resguarda.com. All the information received through Ouro Fino Reporting Channel will be treated seriously and confidentially, as established in the current law. Finally, we would like to inform that Ourofino monitors on a permanent basis the application of this Code and always assesses ways for its enhancement. In this sense, periodic reviews of this Code are made, with the adaptations necessary to increment the prevention of the risks observed and update the procedures for the enhancement of the detection and punishment of violations.

The Collaborators must comply with the competition-protection standards, which mainly aim at promoting the free market, reaching the efficiency and contributing for the growth and economic development. The observance of the competition rules is important because the free competition is basic so that Ourofino continues to have success in a globally competitive economy by means of its entrepreneurial attitude, present throughout the history of the company. Another reason to follow such rules is the imposition of severe penalties to those who commit an infraction. Not only the company (legal entity), but also the directors and collaborators (natural persons) who do not comply with the competition-protection standards may be punished with very high fines (due in double in case of recurrence), besides other penalties:


FINES:

  • Companies: 0.1% To 20% of gross revenues in the sector of business activity in which the infringement occurred.
  • Administrators: 1% to 20% of the fine imposed on the company.
  • Other employees and class associations: R$ 50,000.00 (fifty thousand reais) to R$ 2,000,000,000.00 (two billion reais).



OTHER PENALTIES:

  • Prohibition to contract with official financial institutions and to participate in public biddings for a term not below 5 years
  • Prohibition to installments of taxes due by the violator. 
  • Prohibition to perform trade in its own name or as a representative for 5 years. 

Some conducts contrary to the competition laws are considered a crime, punishable with a penalty of imprisonment that may reach 5 years.

(i) General Principles of the Competition Standards

This Code deals with the general principles of the competition legislation and indicate the main practices considered unlawful. In case you have any doubt, you must talk to your immediate superior to discuss the issue. In case the doubt still persists, seek a member of the Ethics Committee, formed by representatives of the areas of Human Resources, Legal and Internal Audit.

For compliance of the competition standards, it is indispensable that Ourofino operates independently in the determination of its strategies (including the commercial and production ones), as well as on the decisions about prices, production levels, distribution methods, financing, among other subjects; and (b) allows that its competitors, clients, distributors and suppliers also work independently. 

(ii) Competitors
Agreements with competitors for price fixing, market or client division or to take any strategic decision are forbidden. 
The competitor must have understood in the broadest sense possible, encompassing, in case of  Ourofino, any company that works in the production and commercialization of pharmaceutical products targeted at the animal health, as well as its respective collaborators. No Collaborator shall participate in any meeting, whether formal or informal, including in trade associations, in which agreements or understanding with competitors are being made, or in which competitive information sensible is being exchanged or discussed with competitors.  

Some topics that should never be discussed with competitors:

  • Prices and commercial conditions, including discounts.
  • Production strategies, sale or marketing of Ourofino or of its other competitors.
  • Mark-ups and profit margins.
  • Information about clients. 
  • Boycott to a company because of its price or distribution practices. .
  • Restrictions on competition in general.
  • Allocation of clients or territories.
  • Limitation/control of sales or production volume. 
  • Participation and strategies in biddings. 

Important reminders:

  • The Collaborator must not accept the previously mentioned information from a competitor.
  • The Collaborator must not provide such information to a competitor.
  • In case any competitor transmits to the Collaborator this kind of information, the Collaborator must immediately clarify that this Code and the commercial policy of Ourofino prevents it from receiving this type of information. 
  • The Collaborator must not obtain such information from threats, exchange of favors or other means, and must not ask any of its Collaborators to do so. 
  • In case it is authorized to participate in any meeting involving a competitor, the Collaborator must: (a) perform a prior examination of the agenda, (b) immediately leave the meeting in case illegal topics are dealt with and (c) demand that the minutes are drawn up from the meeting with the summary of the topics discussed, taking the minutes to the knowledge of the Legal Department after the meeting. The Collaborators must refuse to sign minutes in case an allusion is made in them to any of the prohibited topics, without prejudice to leaving the meeting, pursuant to the terms already mentioned. When it is necessary to leave the meeting, the Collaborator must whenever possible inform the other participants about the reason of its attitude. The Collaborator may say, for instance: “The discussion of prices with competitors is contrary to the policy of Ourofino. I request that it is included in the minutes that I retired from the room before this discussion started”. The Collaborator must also abstain from participating in informal or “extra-official” meetings with competitors, as well as should not “lower the guard” simply because it is in a social event or in a break of a work meeting.
  • In its communications and written documents, the Collaborator must deploy a restrained language and avoid the use of expressions that may, inadvertently, create a wrong impression or interpretation of its commercial activities as to the non-compliance with the competition laws. Expressions such as “domain the market”, “destroy the competition” or similar ones are expressly prohibited.


(iii)  Unlawful Independent Conducts 

A company or an individual acting alone can also violate competition rules. Some examples:

 

  • Refusal of sale: refusal to contract or refusal of sale in normal commercial conditions unjustifiably. Plausible justifications for a refusal of sale would be, for example, quantities acquired, attendance, regularity, timely payment, number of distributors with formal contracts involving products of Ourofino that already operate in a certain region, efficiency of the partnership with Ourofino, quality of the sales team, financial health of the company, stock, etc. If the reason for the refusal of sale is the increase of participation in the market or the elimination of the competition, the refusal shall be considered as illegal. 
  • Tie-in sale: It is the subordination of the sale of a good to the acquisition of another or to the use of a service. It can also exist by means of joint discounts that render the sale of the product sold separately not interesting.
  • Predatory prices: The predation is the price fixing below the cost with the intention to eliminate the competition and reach monopoly.

 

(iv) Conducts with Clients, Suppliers or Distributors   

Certain restrictions imposed to clients, suppliers, or distributors may violate competition standards. Some examples:

  • Resale price: the producer fixes the price for which the distributor of its products will resale them or fixes a minimum resale price. For the transparent personality, open and collaborative of our organization, that seeks to stimulate fair practices of commercialization, the distributors must be free to stipulate their own prices and Ourofino must not determine the resale price, but may make recommendations provided that it is of optional observance by the distributors. Besides, the distributors must be free to choose their clients, and Ourofino may not coordinate strategies with their distributors such as, for example, “invasions” to client bases of competitors.
  • Discriminatory practices: discrimination between distributors or between suppliers is anticompetitive practice, unless there is a business justification for this differentiation. Among the reasons had as “justified” are the quantities acquired, history in the timely payment, strategic innovations introduced or suggested by the distributor in the last years, quality of the sales team, financial health of the company, quality of the business management in general, number of sales points met, growth rate reached in the last years, efficiency as to the daily submission of information, etc. In summary: Ourofino may not offer distinct conditions to distributors that are in an equivalent condition, unless there is an objective reason, such as those exemplified above.


(v) Acquisitions, Corporate Restructuring and Partnerships

The performance of business that result in acquisitions, mergers, spin-offs, joint-ventures and other partnerships is part of the corporate reality. Such operations may generate competition problems, and must be performed with the maximum diligence. In this sense, Ourofino is concerned with verifying, during the evaluation of operations as such, the history and situation of the companies which it negotiates with, so as to identify risks that render the business to be concluded unfeasible.

 

Ourofino is committed to conduct its business without resorting to the practice of any unlawful conduct or the obtainment of undue advantages, establishing open and transparent ways to inspire, undertake, connect, collaborate and do business, and also constructing and nurturing relations in the shared value generation.  The Collaborators of Ourofino: 

  • Must not be persuaded or persuade others to act in a known improper or illegal manner on behalf of Ourofino.
  • Must not offer or promise any payment, kickback or benefit on behalf of Ourofino. 
  • Must not accept kickbacks, payments or benefits.
  • Must not take advantage of information of Ourofino, its Collaborators and suppliers in order to obtain personal advantages, nor taking the opportunity or prospection of business that has been identified by the companies of Ourofino to take advantage of it.
  • Must not authorize or stimulate any partner, distributor, consultant or business agent to make any undue payment on behalf of Ourofino.  
  • Must monitor on a daily basis the conduct of the suppliers, clients, consultants, distributors, business agents or third parties related to Ourofino, reporting possible conducts indicated above. 

Specifically as to the relationship with the Public Authority and public servants, besides the prohibitions above, the Collaborator is prohibited to:

  • Promise, offer or give, directly or indirectly, an undue advantage on behalf of Ourofino. 
  • Give money, real or personal property, or any other economic advantage as a bonus, commission, premium, donation, percentage or present. 
  • Do a favor or provide help of any kind, whether for the position or function held, whether for the existence of a personal relationship
  • Finance, fund, sponsor or in any way subsidize the practice of torts. 

In relation to the participation in biddings, the collaborators must not: 

  • Frustrate or fraud, by any means, the competitive character of the competition.
  • Prevent, disturb or fraud the performance of any act of the bidding, as well as remove the competitors from participating in the tender.  
  • Obtain undue advantage arising out of the fraudulent change in the call for bids of the public bidding or in the respective contractual instruments.  
  • Manipulate or fraud the economic-financial balance of the contracts entered into with the Public Administration. 

Specifically as to the competitors, suppliers, clients and third parties that (directly or indirectly) may influence the business and benefit Ourofino, besides the prohibitions above, the Collaborator is prohibited of: 

  • Requesting or supplying any economic or property advantage on behalf of Ourofino with the purpose of interfering in the business decisions.
  • Subsidizing any leisure or entertainment activity, except when expressly allowed by the Code of Conduct or approved by the Ethics Committee, for the cases in which there is no legal prohibition. 
  • Accepting any favor, loan of money, real and personal property, even if for personal use, provision of personalized and free service (or with a value below that of market), as well as the payment of expenses for the spouse, family members or acquaintances of the Collaborator. 

The rules above do not prevent that the Collaborators, eventually: (a) pay or accept the payment of meals, when in a meeting with suppliers, clients and third parties with whom they intend to establish a commercial relationship, provided that the value of such expenses is reasonable, at the discretion of the Ethics Committee; (b) receive perishable presents or professional use items , provided that their value is not above R$ 100,00 and that they are offered as a gesture of friendship, kindness or as a celebration for a special reason; and (c) receive or offer gifts of corporate and promotional nature (such as appointment books, calendars and other similar gifts), provided that they are not exclusives and are without a commercial value. The offering of premiums in eventual promotional and marketing campaigns are also not included in the prohibitions above, provided that performed in the exact terms approved by the executive board of Ourofino and that they abide by the applicable legislation and regulations. In case there is any doubt, the Collaborator must seek the Ethics Committee to discuss the issue. In case it receives a present that does not respect the guidance above, it should immediately send it to its hierarchical superior, for devolution or donation to a charity institution to be indicated by the Ethics Committee. 

Specifically as to contracts involving friends or relatives of Collaborators (parents, spouse, children, siblings, grandchildren, grandparents, brothers- and sisters-in-law and firstdegree cousins) who are directly related to its area of competence and responsibility, (a) the entering into of such contracts (including employment agreement) is conditioned to the prior approval of the Executive Board of the respective area and of the Ethics Committee, and such approval that should not anyway be be granted in case the contracting is not performed in the market conditions, (b) the Collaborator must expressly inform its hierarchical superior about the existence of such tie of friendship or kinship before the contracting and (c) there will be no hiring of relatives of Collaborators in case there is between them a direct relationship of subordination, or in case the activities to be exercised by them are interdependent. As to the contracts entered into with the partners of the company, such as suppliers, service providers, agents or associates, Ourofino may, as the case may be, adopt internal procedures with the intent of identifying and preventing risks.  
 

Ourofino values a work environment in which all, regardless of the hierarchical level, must be treated with respect and politeness.

The Collaborator must not use its position to ask for favors or personal services to subordinates, offend other Collaborators or provoke/involve in a physical confrontation. Any type of sexual harassment or bullying is strictly prohibited.

The relations between Ourofino and its Collaborators must always be transparent. Such transparency is reached by means of the internal and external communication policy of Ourofino, that refreshes the Collaborators as to the business and performance of the Group, as well as about the actions of the Human Resources sector.  

Ourofino is committed to ensuring an adequate work environment for its Collaborators, especially as to the health and physical integrity. Thus, its is basic that the Collaborators follow the standards and procedures of safety, occupational safety and occupational health adopted by Ourofino and provided for in the legislation in force.

Since it is a priority for the company, periodic training will be performed with all the collaborators of Ourofino, so as to assure that all of them know and endeavor in the dissemination of and in the compliance with this Code.

Ourofino Group, in any procedure involving its clients, must guarantee:

  • The quality and the management of social and environmental risk of the products and services provided
  • The right registration of the prices and discounts offered. 
  • Adequate conditions of commercialization, as per the policy established by the responsible department. 
  • AAdequate control on the industrialization, preservation and safety processes. 
  • Restricted Access by the client to any information received from clients in relation to the purchase of products and services.


See item "4. Competition Rules” for other important information about the relationship with customers.

Ourofino expects that its suppliers respect fully the rules contained in the respective contracts and laws (including the respect to the environmental legislation), safeguarding the confidentiality of the information received and the established commercial conditions. With the purpose of clarify, guide and provide transparency of the actions of its suppliers, Ouro Fino Group provides direct communication channels through Ouro Fino Reporting Channel, available 24 hours a day, in Portuguese and Spanish, through the free toll numbers 0800 891 4636 (Brazil), 01-800-752-2222 (Colombia) ot 01-800-1233312 (Mexico) or, also, through digital access to the electronic website: www.resguarda.com/denunciaourofinoor e-mail: denuncia.ourofino@resguarda.com.
See item "4. Competition Rules" for other important information about the relationship with suppliers.

Ourofino values the respect for the image of its competitors. The Collaborator is prohibited of making any defamatory comment about its competitors or respective products.

See item "4. Competition Rules" for other important information about the relationship with competitors.

Ourofino invests in the welfare of its Collaborators and of the communities where it is inserted, acting in partnership with government bodies, groups or social programs with the purpose of developing such communities, providing work opportunities and greater social participation.

When participating in activities aiming at the development of the communities where they are inserted, the Collaborators must respect the values that guide the activity of Grupo Ouro Fino.  Except if approved by its Executive Board, Ourofino does not support or stimulates requests of donations of any nature to suppliers and/or service providers, in the sense of providing financial or material resources to the performance of promotions, events, campaigns or actions of social nature to third parties.

Ouro Fino does not perform donations or provides support to political activists or representatives, except in the exact terms of the electoral legislation in force, and conferring transparency to such donations.

Ourofino has as one of its pillars to create ideas and solutions integrated to the world’s needs, developing new ways of producing more efficiently and with less impact, therefore it develops its activities always according to the environmental legislation, establishing internal policies that reflect its actions in support of the environmental preservation. Since it is a Brazilian company and as it has a deep knowledge of the socio-environmental reality of our country, the internal policies of Ourofino are a management standard that considers, in an integrated way, the economic, social and environmental dimensions of its activities, promoting an  economically, socially and environmentally sustainable future for the present and future generations.

To that effect, Ourofino has as a basis the following principles: 

  • To perform according to the environmental legislation and standards in force, including, among others, the due obtainment of all the environmental licenses and certifications for the exercise of its activities, the right final disposal of waste and the conservation of the Areas of Permanent Preservation (“APP”) and other protected areas. 
  • To improve processes and incorporate new technologies aiming at the continuous improvement of the environmental performance. 
  • Stimulate practices, actions and programs of preservation of the environmental resources (water, air, soil and vegetation).  
  • To identify, assess, monitor and mitigate the socio-environmental risk present in the activities of Ourofino, especially for activities of greater environmental impact.
  • To assess previously the socio-environmental impacts of new modalities of products and services, including in relation to the occasional risk of image and reputation. 
  • To promote the environmental education of its Collaborators, encompassing systemically the society.
  • To perform the integrated and comprehensive management of its waste, synergistically with the chain links (suppliers, society, consumer).
  • To meet, in its main aspects, the most relevant international certification standards.

All professional contact with any body of the press must, obligatorily, be authorized previously by the Communication Area of Ouro Fino.

It is not allowed to any Collaborator, in relation to Grupo Ouro Fino, to give any kind of interview or to consent the taking of its image or that of its workplace, whether in video, photography or any other way of visual registration, without the prior authorization of the Communication Area of the company. 

The Collaborators are responsible for the use, maintenance and protection of the property of Grupo Ouro Fino, as well as of its premises and equipment. 
It falls to the managers the responsibility to establish and communicate to its Collaborators the policies and procedures necessary for the adequate preservation of the material and financial resources of Ourofino. 
The goods and resources of Ourofino may not be appropriated by the Collaborators for purposes of use in their own benefit of of any other personal or third party interest. The removal or unauthorized use of a material, asset or equipment belonging to Ourofino is prohibited and is liable to sanctions.  The resources and equipment of electronic communication are property of Ourofino and for its exclusive use in the scope of the performance of activities of interest of the Group.

Grupo Ouro Fino reserves the right to control and monitor the Internet access, access to emails and all communication applications such as Messenger, Skype, among others, of all the equipment interconnected to its information technology system, pursuant to the law.

In no way, the Internet access, access to emails and all the communication applications such as Messenger, Skype, among others, may be used to send, receive or access discriminatory, offensive, pornographic or obscene-nature contents. 

The Collaborator may also not install any software without the approval of the Information Technology department or that does not respect the copyrights and economic rights of its creator. 

Documents created or used by the Collaborator in the exercise of its activities (such as, for example, contracts, projects, market research, accounting and financial records, reports of any nature, commercial and marketing plans and information management programs) are the property of Ourofino and may not be used outside the company or be disclosed to third parties, except when there is an express authorization of the respective Board for such.

All the programs, plans and projects developed or created by the Collaborators during its time of activity in the company are the property of Ourofino, as provided by law. It is the obligation of the Collaborators to ensure that the information proprietary to Ourofino are duly protected and may not be accessed by unauthorized persons.  Do not leave confidential materials on tables, fax machines or copiers. At the end of the day, keep the documents in drawers or files. The Collaborators must protect the confidentiality of passwords for access to Ourofino systems and premises. 
 

Ourofino deploys total transparency and honesty regarding the information disclosed to its shareholders and to the control and inspection bodies. 

To this end, Ourofino has adopted over the years a series of procedures to ensure the reliability of the financial and accounting records of the company. In addition to regular internal audits, since 2005, Ourofino has been audited by a renowned external audit firm. In 2010, Ourofino followed international accounting standards (IFRS) published and revised by the International Accounting Standards Board (IASB). In addition, since 2013, Ourofino has produced quarterly information forms (ITR), and in January 2014, a new integrated management system (ERP) was implemented for the Company, SAP, aiming at better information technology and greater control in internal processes.

In this sense, it is the obligation of the Employees to follow the specific procedures and ensure the honesty of the records of operations performed by the company, as a way to ensure the reliability of the information.

It is the Collaborator's responsibility to be aware of the policies and practices expressed in this Code. Any violation of the standards or guidelines set forth herein will result in disciplinary action appropriate to the seriousness of the conduct. Among the applicable disciplinary measures are the warning, temporary suspension, and the dismissal of Ourofino's Employee, including for cause.

All Collaborators have the duty to immediately report any violation or suspected violation of this Code, under penalty of disciplinary action. The omission of possible violations will also be considered unethical conduct and will also subject the offender to penalties.

When the irregularity is identified, Ourofino shall take all appropriate measures for its immediate interruption.     

Confidentiality: All information regarding possible ethical violations or illegal activities involving Employees will be received and treated confidentially. Ourofino undertakes to maintain the confidentiality of those who report or participate in the investigation of violations of this Code.

As mentioned above, in situations of doubt regarding the policies and practices of this Code, the Employee should contact its immediate superior. If, however, your doubt persists, you should seek out a member of the Ethics Committee, made up of representatives from the areas of Human Resources, Internal Audit and Legal. Breaches of the standards and policies of this Code must be reported through Ouro Fino Reporting Channel, available 24 hours a day, in Portuguese and Spanish, through the free toll numbers 0800 891 4636 (Brazil), 01-800-752-2222 (Colombia) ot 01-800-1233312 (Mexico) or, also, through digital access to the electronic website: www.resguarda.com/denunciaourofino or e-mail: denuncia.ourofino@resguarda.com.

 

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› Department of Investor Relations

Rodovia Anhanguera, SP 330, KM 298, Bloco C, 2º andar CEP 14140-000 - Cravinhos - São Paulo

Phone: (55 16) 3518-2000

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