Disclosure and Trading Policy

PART I – Purpose and Scope

Article 1 – The primary purpose of this Policy is to comply with Instruction 358/2002 issued by the Securities and Exchange Commission of Brazil (“CVM”) and the amendments thereto, which concerns the policies on disclosure of information and trading of securities issued by MAHLE Metal Leve S.A. (“MAHLE” or “Company”), to be observed by Bound Parties (“Disclosure and Trading Policy”).

Paragraph 1. The purpose of this document is also to meet the requirements of CVM Instructions 400/03 and 476/09, which, among other issues, concerns the issuers’ practices in the period of public offering of securities.

Paragraph 2. This document is also intended to meet the requirements of Novo Mercado, the special listing segment Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão, to which the Company has voluntarily adhered.

PART II – Definitions

Article 2 – For purposes of this Disclosure and Trading Policy, the term “Securities” is broad in meaning and includes any shares, debentures, warrants issue, receipts and rights issue, commercial papers issued by the Company and their derivatives.

Article 3 – Material Information refers to any act or fact that occurred or not within the Company and that may affect in a measurable way (i) the price of the securities; (ii) the decision of the investors to buy or sell the securities; or (iii) the decision of the investors to exercise any rights arising from the condition of securities holder.

Sole paragraph. In this sense, potential material acts or facts are those described in Article 2 of CVM Instruction 358/02.

Article 4 – Inside information refers to any Material Information not yet available to the investors.

Article 5 – Bound Parties refer to the Company, its direct and indirect controlling shareholders, members of the Board of Directors, Board of Executive Officers, Fiscal Council and other technical or consultative bodies created under Bylaws, managers and employees, subsidiaries or jointly controlled entities and their respective controlling shareholders, members of the management and technical or consultative bodies, service providers and other professionals, who have expressly adhered to this Disclosure and Trading Policy and are required to observe the rules set forth in this Disclosure and Trading Policy.

Article 6 – Statement of Adherence refers to a formal document signed by the Bound Parties and recognized by the Company, in which the Bound Parties acknowledge that they know the rules set forth in the Disclosure and Trading Policy and become obliged to comply with them and ensure that the rules be complied with by those under their influence, including subsidiaries, associates or jointly controlled entities, spouses and direct or indirect dependents (those included in the annual income tax return).


PART III – Principles

Article 7 – The Bound Parties shall act in good faith, with loyalty and veracity, and according to the following general principles as well as the rules specified hereunder:

i – recognize their corporate responsibility, especially their responsibility towards investors, financial and capital market regulators, stakeholders, Company’s management and employees, and the community in which the Company operates;

ii – make all efforts to enhance market efficiency, so that the competition among investors, equity research analysts, portfolio managers, consultants and other stakeholders is based on the interpretation of the information disclosed but never on access to inside information;

iii – always keep in mind that the transparent, accurate and timely disclosure of information is the main tool to ensure fair and equitable access by the investors, especially the Company’s shareholders;

iv – ensure that the disclosure of information about the Company’s financial position is accurate, complete and continuous;

v – place the highest value on ensuring the confidentiality of inside information and the need for its disclosure as a material act or fact according to prevailing legal and regulatory requirements.


PART IV – Duty To Keep and Not To Use the Inside Information

Article 8 – The Bound Parties shall:

– keep secret the information about material act or fact to which they have privileged access by virtue of their office or position, until the information is announced and disclosed to the market;

II – not use privileged information on material non-public act or fact to their own or other people’s financial advantage, especially in selling and buying the Company’s securities (insider trading);

III – ensure that the subordinates, related parties and third parties in whom they trust comply with the provisions of items I and II.

Article 9 – The Investor Relations Officer is responsible for managing and overseeing the application of the Disclosure and Trading Policy, as well as for the internal management of the inside information and for the communication of the material acts or facts to the CVM, Stock Exchange and organized over-the-counter market entities.

Paragraph 1. In the absence or omission of the Investor Relations Officer, the direct and indirect controlling shareholders, executive officers, members of the board of directors, fiscal council and any technical or consultative bodies created under the Bylaws are responsible for the above-mentioned activities, observing the prevailing legal and regulatory requirements.

Article 10 – The main activities of investor relations and business communications such as information disclosure through Reference Form, Quarterly Financial Statements (ITR), Annual Standardized Financial Statements (DFP), shareholders’ meeting and mandatory or voluntary, public analysts’ and investors’ meetings, are planned and their dates are scheduled in advance and disclosed in the Corporate Events Calendar.


PART V – Duty To Inform Ownership and Trading of Securities Issued By the Company Through Bound Parties

Article 11 – Under CVM Instruction 358/02, members of the Board of Directors, Board of Executive Officers, Fiscal Council and other technical or consultative bodies created under Bylaws are required to inform the Company about the ownership and trading of securities issued by the Company.

Paragraph 1. Bound Parties shall send the required information immediately after the assumption of office and within up to 5 (five) business days after the occurrence of each transaction.

Paragraph 2. The Company shall send the required information to the CVM and Stock Exchange within ten (10) days after the end of the month in which the changes in the positions held occurred or after the assumption of offices. The Investor Relations Officer is the main responsible for the disclosure of such information.

Article 12 – Direct or indirect controlling shareholders,  shareholders entitled to elect members of the board of directors and  fiscal council, or any natural or legal person or group of persons acting jointly or in common interest, whose direct or indirect ownership interest in the Company is higher than or equal to 5% (five percent) of the common shares issued by the Company, shall inform the Company about any ownership change, including the purposes thereof, all in accordance with Article 12 of CVM Instruction 358/02, and such article shall apply whenever the ownership interest exceeds 5% (five percent) of common shares or is reduced by 5% (five percent) of the total number of this type of shares held.

Article 13 – In addition, Bound Parties are required to abstain from trading securities and respective rights and derivatives issued by the company during the following periods:

a) during the 15-day period prior to the disclosure of the Quarterly Financial Statements (ITR) and Annual Standardized Financial Statements (DFP) of the Company;

b) whenever a public offering is in course for the purchase or sale of securities issued by the Company, its subsidiaries, associates or jointly controlled entities;

c) whenever there is the intention to carry out a transaction for the acquisition, total or partial spin-off, merger or transformation into another corporate type or a corporate restructuring; and

d) prior to the public disclosure of a material act or fact occurred in the Company’s business, of which the Bound Parties are aware;

Sole paragraph. This prohibition includes:

i. – direct or indirect trading by Bound Parties, excluding trading by investment funds to which the Bound parties are quota holders, as long as they are not private investment funds or investment funds whose trading decisions of the portfolio administrator or manager are directly influenced by the Bound Parties; and

ii. – securities lending operations carried out by Bound Parties.

Art. 14 – The Investor Relations Office shall inform the Bound Parties, in written, about the situations provided in article 13 above, warning them about the prohibition of trading in such periods.

Art. 15 – Prior to any Transaction of Securities issued by the Company, the Bound Parties must seek authorization from the Investor Relations Department, by email relacoes.investidores@br.mahle.com, who must respond to the request within 02 (two) days.

Paragraph 1. If the transaction is authorized, the Bound Parties will have up to 48 (forty-eight) hours to perform the transaction, and must forward the receipt to the Investor Relations area within a maximum of 48 (forty-eight) hours of the transaction.

Paragraph 2. If the Bound Parties do not carry out the transaction, he / she shall notify that to the Investor Relations Department within 48 (forty-eight) hours of the closing date for the transaction.

Article 16 – In any circumstance, the Company is prohibited from trading its own shares during the periods mentioned in article 13.

Art. 17 – This Policy does not allow Individual Investment Plans.

PART VI – General Provisions

Article 18 – The Company’s Investor Relations Officer is hereby appointed as the officer responsible for managing and overseeing the application of this policy.

Article 19 – Current and future Bound Parties must sign the Statement of Adherence, as indicated in the sample Annex 1, and further, sign the Declaration in Annex 2 whenever transactions are carried out changing their ownership interest by five percent (5%). These documents shall be sent to the Company’s Investor Relations Officer.

Article 20 – Where applicable, this Disclosure and Trading Policy shall also apply to persons who hold position, function or title at the Company or its subsidiaries or associates, or have commercial, professional or trust relationship with the Company or its subsidiaries or associates.

Article 21 – Failure to comply with the obligations set forth in this Disclosure and Trading Policy shall be analyzed by the Investor Relations Officer, which may recommend Compliance Office / Board of Directors, according to the fault, the penalties to be applied.

Article 22 – Any change in this Disclosure and Trading Policy must be communicated to CVM and the Stock Exchanges.

Article 23 – This Disclosure and Trading Policy shall become effective on the date of its approval by the Board of Directors, and shall be valid for indefinite term, until a decision against these terms is approved.

Article 24 – This Disclosure and Trading Policy was approved by the Board of Directors of Mahle Metal Leve S.A. at a meeting held on November, 14, 2019, and stated on the corresponding minutes.


Statement of Adherence – Sample



I, [name and identification], [function or position], state that I became aware of the terms and conditions of the Information Disclosure and Securities Trading Policy of Mahle Metal Leve S/A, issued in compliance with CVM Instruction 358/2002 and amendments thereto, as approved by its Board of Directors on November, 14, 2019. Through this Statement, I formalize my adhesion to such Policy, and undertake to comply with all its terms and conditions.

I further state to be aware that any breach of the provisions of this Policy characterizes gross violation under paragraph 3 of Article 11, of Law 6,385/76.

[place], ______________, day 20___.





Declaration – Sample



I, [name and identification], [function or position] of MAHLE Metal Leve S.A., DECLARE, in compliance with the provisions set forth in CVM Instruction 358/2002 and amendments thereto, that I [bought/sold] [number] [shares or debentures convertible into shares], changing my ownership interest in the capital stock of MAHLE Metal Leve S.A. to [–]%, as described below:

I – name and identification, including the Corporate Taxpayer Registration Number or the Individual Taxpayer Registration Number;

II – purpose of the ownership interest and volume intended, including, if applicable, a declaration that the purchase is not intended to change the shareholding control or management structure of the company;

III – number of shares, warrants issue, rights issue and call options, per type and class, directly or indirectly held by the buyer or a person related to it;

IV – number of debentures convertible into shares directly or indirect held by the buyer or a person related to it, explaining the number of underlying shares of the possible conversion, per type and class; and

V – information on any agreement or contract regulating the exercise of voting right or the purchase and sale of securities issued by the company.

Pursuant to CVM Instruction 358/2002, I further DECLARE that I will communicate the Company’s Investor Relations Officer, any change in the information provided herein representing 5% (five percent) of the ownership interest I hold.


[place], ______________, day 20___.