Trading Policy

SHARES, SECURITIES AND DERIVATIVES TRADING POLICY

1. OBJECTIVE

In compliance with the provisions set forth in CVM Instruction 358, dated January 3, 2002, as amended by CVM Instructions No. 369 of June 11, 2002 and No. 449 of 15 March 2007 and the Regulations annexed to the Agreement for Adoption of Corporate Governance Practices – Novo Mercado, signed by the Company with the BM&FBOVESPA in 07/23/2007, and subsequent updating of this Regulation, this policy has as primary objective the establishment of high standards of conduct, promoting transparency and fairness in negotiations Securities and their derivatives, issued by the Company.
People subject to the guidelines in this policy, and want to take advantage of it, should accede to it by signing the Instrument of Accession (according to the model in Appendix 1). Whenever there is any approval of any amendment to this policy, people subject to its guidelines must establish new Instrument of Accession as a condition for this change to be applicable.
The Company will keep in its headquarters (i) the list of the people who signed the Instrument of Accession with their qualifications, job title, address and registration number on the National Register of Legal Entities of the Ministry of Finance or the Roll of Individual Taxpayers Ministry of Instrument of Accession shall be kept available to the CVM for 5 (five) years, at least from the date in which people no longer benefit from this policy.

2. SCOPE

This Trading Policy applies to the following people (“Related Parties”) and to the Company itself, being faithfully fulfilled by those:

(i) the controlling shareholders, direct or indirect, officers, members of the Board of Directors, Advisory Board, the Supervisory Board and any bodies with technical or advisory roles, created by statutory provision;
(ii) members of statutory bodies of companies in which the Company is the sole parent;
(iii) managers who leave the Company’s management or business administration in which the Company is the sole parent, for a period of six months from the date of termination;
(iv) any individual who, by virtue of job title, role or position in the Company, its parent, subsidiaries or affiliates, have knowledge of relevant information;
(v) those who have commercial, professional or trust relation with the Company, such as independent auditors, securities analysts, consultants and members of the distribution system;
(vi) the spouse or partner and any dependent included in the annual income tax declaration of those who are restricted from trading in letters shown in the above sub-items;
(vii) companies or other institutions or entities of which those who are restricted from trading are involved so that they can influence decisions regarding trading with securities of the Company;
(viii) any entity directly or indirectly controlled by those who are restricted from trading;
(ix) any person who has had access to information concerning material fact or act through any of those restricted from trading.

3. SEALING OF PERIODS OF NEGOTIATIONS – “Blackout Periods”

Under the terms of this Trading Policy is strictly forbidden to the Company itself and people related to it, making negotiations in the following periods and situations (“Blackout Periods”):

(i) within 30 (thirty) days before and 2 (two) days after the disclosure or publication of the Company’s Quarterly Information (ITR) and annual (DFP);
(ii) in the period between the decision taken by the competent corporate body to increase capital, to distribute dividends (including interest on equity), stock dividend or stock split or its derivatives, and the publication by the Company of the respective notices or announcements
(iii) when there is Company’s intention to promote incorporation, (total or partial), merger or reorganization;
(iv) People restricted from trading during the period in which the process of a purchase or sale of Company’s shares by the Company, its subsidiaries, affiliates or other companies under common control, or if an option or mandate to the same purpose;
(v) the period for which the situation and / or deal configure material act or fact that has not yet been disclosed to the market and to the Related Persons (especially employees, officers, advisors and consultants of the Company) are subject to duty of confidentiality in about the information you have access as a priority, because of their rank or position;
(vi) during any period declared by the Company’s Investor Relations Officer as Balckout Period. The Company’s Investor Relations Officer is not obliged to justify the reason for the blockade, which should be kept in strict confidence by Related Persons.

4. DISCLOSURE OF INFORMATION ABOUT RELATED PEOPLE’S TRADING

Any natural or juridical person, or group of people acting jointly or representing the same interest, to reach a direct or indirect participation, which corresponds to 5% (five percent) or more of the type or class of shares representing the capital of company will send to the Company, which, in turn, will send to the CVM and the BOVESPA, a statement containing the information required in Annex 2 of this Policy.
The obligations listed above also extend to the acquisition of any rights over the shares, warrants, options, stock purchase rights, subscription of shares and convertible debentures.
In cases where the acquisition results or have been made in order to change the composition of the control or administrative structure of the Company, as well as the assumptions on which the acquisition to generate an obligation to make a public offer, pursuant to CVM Instruction 361 of March 5, 2002, the acquirer will also promote the publication of notice in the press, containing the information required in Annex 2.
The communications referred to herein must be made immediately after the consummation of the events set forth herein, to the Investor Relations Officers..

5. DISCLOSURE TO CVM BOVESPA

The Company shall submit the information referred to the item 4 to CVM and BOVESPA, within 10 (ten) days after the month in which change occurs in the positions held, or the month in which taking office as director , a member of the Board, the Supervisory Board, Advisory Council and other agencies with technical or advisory roles according to the bylaws.
The information set forth above must be submitted individually and consolidated by the corporate body mentioned above, and the consolidated positions will be available in electronic Submission Information Periodical and Occasional – IPE.
The Investor Relations Officer is responsible for transmitting to CVM and BOVESPA, the information received by the Company in accordance with the provisions of section 4 of this Policy.

6. IMPLEMENTATION AND FOLLOW-UP OF TRADING POLICY

The Company’s Investor Relations Officer will be responsible for implementation and monitoring of this Trading Policy.
Any improvement or alteration of this Trading Policy must be communicated by the Company’s Investor Relations Officer to CVM and BOVESPA, accompanied by a copy of the Company’s Board of Directors full content of the documents that govern and integrate this Trading Policy.

The Company’s Investor Relations Officer, as a way of implementing this policy, can warn the “Related Parties”, by electronic mail (e-mail), abou the blackout periods (initial and final) Seal the negotiations. However, it is the responsibility of the person related to the rules laid down in this Policy.

7. APPROVAL, DURATION AND CHANGES

This Trading Policy has been prepared in strict compliance with the provisions of CVM Instruction 358, dated January 3, 2002, as amended by CVM Instruction No. 369 of June 11, 2002 and No. 449 of March 15, 2007, and the Regulations annexed to the Agreement for Adoption of Corporate Governance Practices – Novo Mercado, signed by the Company with the BM & F, on 03/27/2007, and subsequent updating of this Regulation, has been approved by the Board of Directors of the Company at its meeting 07/26/2011 in passing, so the effect from that date.

Any improvement or change to the provisions of the Trading Policy will only claim by exclusive resolution of the Board and may not, however, be improved or changed pending material act or that has not yet been disclosed by the Company and shall be mandatorily reported to the CVM and the Stock Exchanges.

ROMI S.A.

Américo Emílio Romi Neto
Chairman of the Board of Directors
July 26, 2011