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Corporate Governance  Disclosure Policy
I. Purpose and Scope
Art. 1 - This Policy purposes to establish elevated conduct standards to be compulsorily respected by the Company, Controlling Stockholders, Administrators (Administrative and Directive Councils), Tax Counselors and members of any body exerting technical or consulting services, created through statutory precepts by MAHLE Metal Leve S.A., as referred to the dissemination and use of the information.
II. Definitions
Art. 2 - The expression “securities” is employed in this Policy in its widest meaning, encompassing any stocks, debentures, subscription bonuses, subscription receipts and rights, promissory notes issued by the Company and its derivatives. It is included in the definition of “securities”, for the purposes addressed in the Policy, securities that belong to the spouses of Controlling Stockholders, Administrators and Tax Counselors, as well as belonging to their companion and dependants, given that the last two are those included in the annual income tax write-off and in the companies directly or indirectly controlled by this Company.
Art. 3 - It is considered relevant information, any action or fact, occurred or not within the internal ambit of the Company, which may exert influence under a ponderable manner upon:
I - quotation of securities;
II - decision of investors in favor of negotiating securities; or
III - determination of the investors to exert any rights inherent to the ownership condition of the securities
Art. 4 - It is considered privileged information that relevant information still unannounced to the investor audience.
III. Principles
Art. 5 - The Controlling Stockholders, the Administrators and Tax Counselors must characterize their conduct in accordance to the values of good-faith, loyalty and veracity, and also, through the following general principles, at no harm to the specific rules establish henceforth:
I - pay heed to their social responsibility, especially towards Investors, towards those with whom the Company works with, as well as towards the community in which it operates;
II - put forth all efforts in favor of the market efficiency, in a way that competition between the investors would happen in the interpretation of the information announced, never through the access to privileged information;
III - always have the consciousness that transparent, precise and opportune information constitutes the main instrument at the disposal of the investor audience and, especially, of the Company’s stockholders so that they are assured of the indispensable equitable treatment;
IV - assure that the announcement of information as to the Company’s equity and financial situation is correct, complete and continuous;
IV - Duty of not using privileged information yet not announced.
Art. 6 - The Company, the Controlling Stockholders, the Administrators and the Tax Counselors and members of any body exerting technical or consulting services created by statutory precepts must:
I - keep from negotiating Company issued securities and respective derivatives in the following periods:
a) in the period fifteen (15) days prior to the announcement of the quarterly information (ITR) and annual information (DFP and IAN) of the Company;
b) when acquisition is being processed or the alienation of stocks of the issuing Company, their controlled companies, affiliated companies or other company under common control;
c) when there is the intention to promote incorporation, total or partial scission, merger, transformation or corporate restructuring;
d) before the announcement to the market of a relevant action or fact occurred in the Company’s businesses that is of their knowledge.
II - keep secrecy about the information related to relevant action or fact to which they have privileged access due to job position they occupy, until its communication and announcement to the market;
III - not use information to which they have privileged access, related to relevant action or fact still unannounced to the market to obtain, for themselves or for third parties, advantages before securities negotiation;
IV - zeal so that subordinates and third parties in which you trust:
a) keep secrecy about information related to relevant action or fact to which they have privileged access to;
b) do not use information to obtain, for themselves or for third parties, advantages before securities negotiation.
Art. 7 - It is prohibited to the Company, under any circumstances, the negotiation with its own stock during the prohibition period described in paragraph I of Article 6 of this Policy.
Unique paragraph. The Director of Investors’ Relation must request from BOVESPA – São Paulo Stock Exchange, the suspension of Company’s negotiation with its own stock during this period.
V - General Dispositions
Art. 8 – It is appointed the Company’s Director of Investor’s Relation as the responsible director for the execution and accompaniment of this policy.
Art. 9 - The Company will formally communicate the adoption of this Policy to the people mentioned in Art. 1, and will obtain from them the respective formal adhesion, through term, according to the attached model, integrating and bind part of this Policy.
Art. 10 - Under its auspices, this Policy will be also applied upon the people who hold position or function, commercial relation, professional relation or trust relation with the Company, including controlling company, controlled companies and affiliated companies.
Art. 11 - This Policy is in accordance with what is disposed in CVM Instruction 358, dated January 3rd, 2002 and CVM Instruction 369, dated June 11th, 2002.
Art. 12 – This Policy was approved by MAHLE Metal Leve S.A.’s Administrative Council, in a meeting carried out on July 17th, 2002 and cosigned in the meeting’s minutes.
MAHLE Metal Leve S.A Administrative Council.
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