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This present trading policy aims at determining the parameters for trading securities issued by JHSF Participações S.A. ("JHSF"), as per definitions established in this present instrument.

DEFINITIONS AND ADHESION

This present instrument shall be construed taking into account the following definitions:

  • Stock Exchanges: the São Paulo Stock Exchange - BOVESPA and any other stock exchange or organized over-the-counter markets where JHSF’s securities are accepted for trading.
  • Disclosure Policy: Policy for Disclosure of Material Act or Fact.
  • Trading Policy: this present Trading Policy.
  • JHSF: JHSF Participações S.A.
  • Securities: any shares, debentures, certificates of real estate receivables, subscription bonus, subscription receipts and rights, promissory notes, call and put options or derivatives of any type, as well as any other securities or collective investment agreements issued by JHSF, or related thereto, which, by legal decision, are deemed to be securities, both those existing on the date the Disclosure Policy was approved and those which may come into existence.
  • Rule 358: Rule issued by the Brazilian Securities and Exchange Commission (CVM) 358, as of January 3, 2002, as amended by Rule CVM 369, as of June 11, 2002, and further amendments.
  • CVM: The Brazilian Securities and Exchange Commission.
  • Investor Relations Officer: JHSF’s Officer elected to perform the duties set forth in rules and regulations issued by CVM, including the execution, the monitoring and the control of compliance with the Disclosure Policy.
  • Material Information: information defined as material pursuant to Rule 358, including any decision taken by the controlling shareholder, resolution by JHSF’s General Meeting or management bodies or any other act or fact of political-administrative, technical, trading or economic-financial nature occurred or related to JHSF’s business, which may reasonably affect: (i) the price of JHSF’s securities ("Securities"); (ii) investors’ decision to purchase, sell or maintain Securities; or (iii) investors’ determination to exercise any rights inherent to the condition of Securities owners. A list with examples of circumstances that may typify Material Information can be found in Article 2 of Rule 358.
  • Binding Persons: include JHSF, its direct and indirect controlling shareholders, officers, members of the Board of Directors, of the Fiscal Council and of any other bodies with technical or consulting duties created by statutory provision, managers and employees, subsidiaries and/or companies under common control and respective controlling shareholders, members of the Management and of bodies with technical or consulting duties, service providers and other professionals who have expressly adhered to the Disclosure Policy and are committed to observing the rules contained therein, or also any other person who, pursuant to Rule 358, even not adhering to the Disclosure Policy, is aware of the information related to the material act or fact, due to its title, occupation or position held at JHSF, its controlling shareholders, subsidiaries or associated companies.
  • Related Parties: spouses or partners, ascendants, descendants and collateral relatives up to the second degree of kinship to each of the Binding Persons referred to above.
  • Statement of Adhesion: the formal instrument to be signed by the Binding Persons and filed at JHSF’s headquarters, whose model is attached hereto, by means of which the Binding Persons adhere to the rules included in the Trading Policy, assuming the obligation of complying with it and to ensure that the rules contained herein be complied with by those under its influence, including subsidiaries, associated companies or companies under common control, spouses or partners, ascendants, descendants and collateral relatives up to the second degree of kinship and direct or indirect dependants.

PURPOSE

The Trading Policy aims at establishing the rules and procedures which shall be observed by the Investor Relations Officer, Binding Persons and Related Parties.

The rules of this Trading Policy define periods in which JHSF, Binding Persons and Related Parties shall refrain themselves from trading Securities, so as to avoid questioning as to undue use of Material Information not disclosed to the public, in accordance with Rule 358, thus, preserving the use of material information for their own benefit or of third parties and/or Related Parties.

ADHESION

All Binding Persons and those who may acquire such capacity shall formalize the adhesion to the Trading Policy by means of the signature of the Statement of Adhesion to the Trading Policy, pursuant to articles 15, paragraph 1, item I and 16, paragraph 1, of Rule CVM 358/02 in accordance with the model attached hereto, which shall be filed at JHSF’s headquarters while said persons maintain relationship with the Company, and for, at least, 6 months after withdrawal. JHSF will maintain, at its headquarters, an updated list of persons who signed the Statement of Adhesion, with respective qualifications, title or occupation, address, Individual Taxpayer’s register (CPF) number or Corporate Taxpayer’s ID (CNPJ) number, both issued by the Treasury Department. This list shall be always available to CVM.

RESTRICTIONS TO TRADING IN PENDING DISCLOSURE OF MATERIAL ACT OR FACT

In the events described below, it is prohibited, without prejudice to the exceptions to the general restrictions, the trading of Securities issued by JHSF by the Company, Binding Persons and Related Parties until it discloses to the market:

  1. whenever any Material Act or Fact related to JHSF’s businesses occurs, known by the persons mentioned above (Rule CVM 358/02, article 13, caput and paragraph 1);
  2. whenever an option or power of attorney is in progress or has been granted for the purposes of acquiring or selling shares issued by JHSF by JHSF itself, its Subsidiaries, Associated Companies or another company under common control (CVM Rule 358/02, article 13, paragraphs 1 and 3); and
  3. whenever there is the intention to promote the incorporation, total or partial spin-off, merger, transformation or corporate restructuring (Rule CVM 358/02, article 13, paragraphs 1 and 3).

The prohibition referred to in item (ii) above applies to operations with JHSF’s shares carried out by Binding Persons and Related Parties exclusively on the dates JHSF itself trades or informs it will trade shares issued thereby.

The prohibitions for trading Securities shall be observed by Binding Persons and Related Parties until the disclosure of the Material Information to the public. However, such prohibitions shall be maintained, even after the disclosure of Material Information, in the event possible trading with Securities by Binding Persons and Related Parties may interfere, to the prejudice of JHSF or its shareholders, with the Act or Fact related to the Material Information. The Material Information shall continue to be treated as not disclosed, even after its disclosure to the public, until reasonable time has elapsed so that the market participants have received and processed the Material Information (Rule CVM 358/02, article 13, paragraph 5).

Prior to the disclosure of Material Information to the public, pursuant to the approved Disclosure Policy, it is prohibited to trade, render counseling or assistance on investment in Securities by Binding Persons who are aware of such Material Information and/or of the date of its disclosure.

The Binding Persons shall assure that those with whom they maintain business, professional or trust relationship do not trade Securities when they have access to Material Information not disclosed. Thus, the Binding Persons shall endeavor their best efforts so that all who access the Material Information to sign the Statement of Adhesion.

EXCEPTION TO GENERAL RESTRICTIONS FOR THE TRADING OF SECURITIES

The restrictions to trading set forth in this Section in sub-items (i), (ii) and (iii) above shall not apply to JHSF itself, Binding Persons and Related Parties when they strictly observe the provision below and when they carry out operations under the scope of this present Trading Policy.

The trading, in order to be granted the benefit established pursuant to Rule 358, shall be performed as long-term investment and, in this regard, such form of investment shall be understood when complying with at least one of the following characteristics:

  1. subscription or purchase of shares by force of exercise of options granted pursuant to the Stock Option Plan approved by the General Meeting and/or,
  2. execution of Individual Investment Programs by Binding Persons as follows.

INDIVIDUAL INVESTMENT PROGRAMS

Individual Investment Program means the individual plans for the acquisition of shares filed at JHSF’s headquarters by means of which the Binding Persons have indicated their intention to invest with own funds, in the long term, in Securities issued by JHSF.

For such effect, the Individual Investment Program shall be filed for more than thirty (30) days with the Investor Relations Officer and shall indicate, approximately, the volume of funds the interested party intends to invest or the number of shares intended for acquisition, within the term of validity of the Individual Investment Program the interest party establishes, never lower than the twelve(12)-month period.

Except in the event of force majeure, dully justified in writing, the Securities acquired based on the Individual Investment Program may not be sold before ninety (90) days as of the date of acquisition.

PROHIBITION TO TRADE IN PERIOD PRIOR TO THE DISCLOSURE OF QUARTERLY AND ANNUAL INFORMATION AND FINANCIAL STATEMENTS

JHSF, Binding Persons and Related Parties may not trade JHSF’s Securities in the fifteen(15)-day period prior to its disclosure or publication, as the case may be, of:

  1. quarterly information (ITR); and
  2. annual information (DFP - Standardized Financial Statements and IAN - Annual Information).

The Individual Investment Programs shall strictly observe this restriction.

AMENDMENT TO THE TRADING POLICY

This present Policy was approved by JHSF’s Board of Directors and any amendment or review shall be submitted to this Board.

The trading policy may not be amended when disclosure of material act or fact is pending (Rule CVM 358/02, article 15, paragraph 1).

DUTY OF MAINTAINING CONFIDENTIALITY

Both JHSF and Binding Persons must not disclose information related to a material act or fact to which they may have privileged access due to their title or position held until its disclosure to the market. They must also ensure that subordinates and third-parties of their trust do so, being jointly liable in the event of non-compliance.

EFFECTIVENESS

This present Trading Policy shall become effective as of the date of its approval by the Board of Directors and shall take effect for an indeterminate duration, unless otherwise resolution is taken.

GENERAL PROVISIONS

Any doubts on the provisions of this Trading Policy shall be clarified with JHSF’s Investor Relations Officer.

EXHIBITY

Statement of Adhesion to the Trading Policy of
JHSF Participações S.A.

I [name], (nationality, marital status, profession and title at JHSF), holder of Identity Card number ______, and Individual Taxpayer’s Register (CPF/MF) ________ declare to have received a copy of the Trading Policy of JHSF Participações S.A. and undertake the irrevocable and irreversible commitment to enforce and comply with all guidelines included in said policy.

[city], [date]

Signature

Last Update on February 26, 2015

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