Disclosure Policy

The CVM Instruction Nº. 358/02 establishes restrictions on the trading of securities of public companies by certain people, in certain specific situations, especially pending communication or disclosure of material act or fact.

The same rule admits the adoption by public companies, trading policy of its securities to allow - when followed faithfully - the orderly trading of such securities, removing any presumption of misuse of Material Information.

In this chapter of the Handbook are established rules for the trading of securities of the Company, covering up the trading restrictions provided for in CVM Instruction Nº. 358/02 and the policy of trading securities adopted by the Company.

Thus, regarding the Company, its Directors, its Audit Committee, if any, Employees and Executives with access to information Relevant and members of other bodies with technical or advisory functions of the Company shall abstain from trading their shares in all the periods prior to the disclosure to the market of Act or Material Fact of the Company.

The same obligations shall apply to the Controlling Shareholders, the Subsidiaries and whoever, by virtue of his office, function or position in the Company, Subsidiaries and Associated Companies, has knowledge of information concerning the act or Material fact about the Company.

In the cases listed below is prohibited in principle the trading of securities by the Company, the Directors, Shareholders, Fiscal Council members, Employees and Executives with access to relevant information and members of other bodies with technical or advisory functions of the Company and also by whoever, by virtue of his office, function or position in the Company, Subsidiaries and Associated Companies, who have signed the Instrument of Accession, has knowledge of information concerning the act or Material fact about the Company, until such information is disclosed to the market.

• whenever there is any Act or Relevant Fact of the Company‘s business who have knowledge of the people mentioned above;
• whenever there is an intention to promote incorporation, total or partial, merger or corporate reorganization;
• whenever it is in progress or has been granted an option or mandate for the purpose of acquisition or sale of shares of the Company by the Company, its Subsidiaries, its Associated Companies or other companies under common control.

As provided in § 6 of CVM Instruction. 358/02, do not apply the prohibitions above transactions with treasury shares through private transactions, through the exercise of call option according to stock option plan to purchase shares approved by the shareholders of the Company.

The trading restrictions specified in this Chapter in sub-items I, II and III above, do not apply to the Company, the Controlling Shareholders, direct or indirect, to the Directors, the Audit Committee, the Employees and Executives with access to Material Information and to members of other bodies with technical or advisory functions of the Company, when performing operations under the Trading Policy provided for in this Manual.

Pursuant to §5 of art 13 of CVM Instruction 358/02, these seals will cease as soon as the Company disclose the Material fact to the market, unless the trading of shares of the Company may interfere with the conditions of such business, to the detriment of the shareholders of the Company or her own.

The persons mentioned in the fourth paragraph of this chapter to their knowledge of information concerning Acts or Material Facts about the Company also may not trade the Company‘s securities during the period of 15 (fifteen) days before the disclosure or publication of the quarterly (ITR) and annual (DFP and MI) company, in strict compliance with contained in § 4º of CVM Instruction. 358/02.

The Board of Directors of the Company, pursuant to the provisions of art. 14 of CVM Instruction. 358/02, can not decide on the purchase or sale of its own shares until it is made public through the publication of Act or Material Fact information on:

• execution of any agreement or contract for the transfer of control of the Company; or
• granting option or mandate for the purpose of transfer of control of the Company; or
• intention to promote incorporation, total or partial, merger or corporate reorganization.

If, after the approval of the repurchase program, occasioned fact that falls under any of the above assumptions, the Company will immediately suspend operations with shares of its own issue to the disclosure of the relevant act or fact.

The Directors who leave the Company‘s management prior to public disclosure of business or event initiated during his term of office may not trade the Company‘s securities until the publication by the Company of the Act or Relevant Fact to the market that will extend for a period of 06 (six) months after their termination (§ 2 art. 13 of CVM Instruction no. 358/02).

Seals negotiations disciplined in this Manual apply to transactions conducted directly or indirectly, by (i) Directors, Shareholders, Fiscal Counsil members, Employees and Executives with access to Relevant Information and members of other bodies with technical or advisory functions of the Company, and yet, (II) by whoever, by virtue of his office, function or position in the Company, Subsidiaries and Associated Companies, has knowledge of information concerning the Act or Material Fact of the Company, and who have signed the Adhesion, even in cases where negotiations on the part of these people occur by means of:

1. a company controlled by them;
2. that is maintained third contract or fiduciary portfolio management or actions.

They are not considered indirect negotiations carried out by investment funds that are shareholders of the people mentioned in the item above, provided that:

1. Investment funds are not exclusive, and
2. the trading decisions of the administrator of the fund can not be influenced by shareholders.

The Investor Relations Office of the Company is the person responsible for the implementation and monitoring of policy dissemination and use of information and trading of securities of the Company.

This Manual was approved by the Board of Directors of the Company and any amendment or revision shall be submitted to the Board.

The trading policy established in this Manual can not be changed pending the disclosure of material act or fact (CVM Instruction 358/02, Article 15, § 1).

The provisions of this Manual do not eliminate the responsibility, due to legal and regulatory requirements, attributed to third parties not directly connected with the Company and who have knowledge of Material Act or Fact and will negotiate with the Securities issued by the Company.

Here Are approved Attachment I, II and III to this Manual, and which concern respectively (Attachment I) Adhesion to the Manual of Conduct and Policy on Disclosure and Use of Information and Policy for Trading of Securities Issued by Hotéis Othon S.A.; (Attachment II) Document Communication and Information Negotiations Management and Related Person, as contained in Chapter VII, and (Attachment III) Document of Declaration of Acquisition or Disposal of Material stocks in accordance contained in Chapter VIII of the above.

ADHESION CONTRACT

Manual of Conduct and Policy on Disclosure and Use of Information Policy for Trading of Securities Issued by Hotéis Othon S.A.

By this instrument (insert name and identification .......... .............), resident at (......... . .......... address), enrolled (a) the Register of Individuals of Ministry of Finance under Nº. .................... .. and (a) Identity nº (......... determine whether RG or RNE No. (insert number and issuing body ................) hereinafter called "Declarant", acting (................ indicate the position, function or relationship with the company ..........) Hotéis Othon S. A, a corporation headquartered at Rua Teófilo Otoni, no. 15/11 º. entered in the National Register of Legal Entities in the Ministry of Finance (CNPJ) under nº. 33.200.049/0001-47, hereinafter referred to "Company", is hereby Adhesion declare to have full knowledge of the rules contained in the Manual on Disclosure and Use of Information and Policy for Securities Trading and issuance of Hotéis Othon S. A, a copy of which received discipline that internal policy regarding the use and disclosure Relevant and trading of securities issued by the company, forcing yourself to always conduct their actions in accordance with such rules. Declarant signs this Declaration of Compliance within three (3) copies of equal content and form in the presence of two (2) witnesses.

(insert place and date of signature)

(insert name of declarant)

witnesses:  

 

Negotiations with Securities Held Companies controlled by the Company and / or Controlling Company:
Period: (month/year)
Name of purchaser: Seller:
Qualification		CNPJ/CPF
Date of Transaction
Issuing Company
Type of negotiation
Type of security
Total Quantity
Quantity by species and class
Price
Brokerage
Other relevant information

Acquisition/or Disposal of Major relevant Shares
Period: (month/year)
Name of Buyer and Seller:
Qualification		CNPJ/CPF
Date of Transaction
Issuing Company
Business Type
Type of security
Targeting Amount
Quantity by species and class
Price
Brokerage
Purpose of Participation
Number of debentures convertible into shares, already owned directly or indirectly
Number of shares subject to converting bonds per species or class, if appropriate
Number of other values securities already held, directly or Indirectly
Indication of any agreement or contract regulating the exercise of voting rights or the purchase and sale of securities issued by the company
Other Related Information