To seek performance leadership, in a solid and healthy way, in both the reconstituted wood products and civil construction finishing materials markets, by stressing competitive advantages and pursuing world standards in operational and technological levels, increasing managerial qualification, committed to the continued improvement in the quality of market service.

President’s Letter

We are reformulating our Code of Ethics and Conduct so that it be compatible with the principles regarding sustainable business and to reinforce our ethical, transparent, and legal conduct concerning our stakeholders: Shareholders, Customers, Suppliers, Co-Workers, Public Authorities, Media, Environment and the Community in general.

We are trying to reflect all ethical principles and standards of conduct set forth by Dr. Olavo to the Boards, which are based on growth, competitiveness and the creation of value for the Itaúsa Group.

Additionally, this Code of Ethics and Conduct reflects our vision on how we should interact with various publics, basing our conduct on values such as: integrity, personal and professional development, respect for human beings, team work, respect for diversity, and social, environmental and cultural responsibility.

We want all our directors and collaborators to become involved so that they share these same principles and values with the community and use them to transmit the Group’s trust and credibility via exemplary professional behaviour.

This Code of Ethics and Conduct is a charter of principles which must guide our everyday activities and the sustainability of our businesses.

We counting on everyone’s collaboration,


Respectfully,

Paulo Setubal
President


01. WHAT IS THE CODE OF ETHICS AND CONDUCT

This Code defines the way Itaúsa Industrial companies act concerning the society and what they expect from each and every one of their collaborators, independently of their position or function. It has the following objectives:

• To serve as an individual and collective reference for the attitudes and behaviour of our collaborators, so that everybody follows the same values and standards of conduct.
• To guide the relationships Itaúsa Industrial companies have with their collaborators, customers, shareholders, suppliers, partners, shareholder markets, competitors, public authorities and society in general.
• To serve as a guide concerning the activities of the Itaúsa Industrial companies regarding environment and communities where they are present.
• To strengthen the internal and external image of the Itaúsa Industrial companies and of their collaborators, characterizing their attitudes as ethical, serious, legal and committed to citizenship and the community.


02. TO WHOM AND TO WHAT IT APPLIES

All people who work in Itaúsa Industrial companies, whether acting or not on their behalf, concerning:

• Behaviour, attitudes and individual actions.
• External relationships with shareholders, suppliers, customers, partners, shareholder markets, group associations, unions, competitors, third party organizations among others.
• Activities concerning the public authorities, at all levels.
• Activities concerning the environment and communities.
• Relationship of Itaúsa Industrial companies and their collaborators to society in general.


03. ETHICS COMMITTEE

The administration of this Code of Ethics and Conduct is under the Risks and Ethics Committee, which includes executives from Duratex, Elekeiroz and Itautec.

The members of the Committee have as their duties:

• To continually evaluate standards contained in the document and, if necessary, update them.
• To deliberate on questions of interpretation and judge situations of violation of the Code of Ethics and Conduct.
• To proactively disseminate models of conduct and stimulate adaptation of the practices, policies and procedures of ethical principles of Grupo Itaúsa.
• To apply sanctions in case of non-compliance with the determinations of this Code - this can vary from warnings to suspensions and dismissals, depending on the gravity of the violation.


04. APPLICATION OF THE CODE OF ETHICS AND CONDUCT

The application of the Code of Ethics and Conduct will be accomplished according to the guidelines below:

• Each collaborator must observe the performance of this Code.
• It is the managers’ responsibility to ensure that their collaborators know and apply the precepts of this Code, as well as the policies and standards set forth by the Company.
• In case of doubts on the best direction or attitude to follow, the collaborators must consult the Code of Ethics and Conduct or their immediate superior.
• Conflicts of an ethical nature, deviations of conduct and eventual reports or accusations of the non-compliance with this Code should be directed to the Executive Management of Strategic Resources, by telephone 011 3543-3543, to the address Av. Paulista 1938 – 12º andar – CEP 01310-200 – São Paulo, or by e-mail:

Duratex - disk.conduta@duratex.com.br
Elekeiroz - disk.conduta@elekeiroz.com.br
Itautec - disk.conduta@itautec.com
Itaúsa Empreendimentos - disk.conduta@itausaemp.com.br

• Reports may be anonymous, and the investigation procedures will be dealt confidentially.
• The Risks and Ethics Committee is responsible to follow-up issues selected by the Strategic Resources Executive Management and the analysis of manifestations of non-conformity.
• No measure will be taken against an employee who, acting consciously and in good-faith, reports supposed violations of this Code.
• All collaborators are invited to present ideas and suggestions to seek the continuous improvement of this Code and improvement in the practice of business conduct.

The suggestions should be directed to the Strategic Resources Executive Management, which will take them to the Risks and Ethics Committee.

The Committee is responsible for analyzing them and, if considered pertinent, provide the inclusion in a new edition of the document.


05. GENERAL PRINCIPLES

The following principles are key to the Itaúsa Industrial companies and their collaborators:

• Ethics
• Legality
• Respect for human beings
• Rejection of all forms of discrimination
• Motivation toward personal and professional development
• Social, environmental and cultural responsibility.


06. RELATIONS WITH COLLABORATORS

Relationships with collaborators will be driven according to the following premises:

• To propitiate equal work opportunities for all.
• To respect diversity, without any kind of discrimination (race, sex, religion, age, social class, sexual orientation, physical incapacity, nationality, among others).
• To recruit and retain skilled, efficient and talented people. Careers depend on individual action, dedication, commitment and individual talent.
• To recognize and promote people based on merit evaluations and on following basic requirements for each function, without discrimination or favouritism.
• To promote professional development.
• To stimulate respect, collaboration in professional relationships and team work.
• To maintain health and safety conditions at work, to ensure the lowest possible risk to all collaborator activities. The adhesion to general preventive health and safety standards are mandatory and collaborators must participate in training and specific orientation activities.
• To assure that when recruiting family, relatives and former-relatives (cousins, brother-in-laws, daughter-in-laws, etc.) or related people (girlfriends, boyfriends, fiancées, etc.) as collaborators that the specific standards for each company be followed, as well as maintaining the principle of working in different areas and that are not connected.

The controlling shareholders and their relatives who come to work at Itaúsa companies are complementarily subordinated to the specific standards defined in the Family Governance.

• To not permit the use of position or function to create any type of embarrassment.
• To reject moral harassment (exposure to situations that are humiliating, degrading and that imply violation of dignity) and sexual harassment (coercion of a sexual nature practiced by a person in a hierarchically higher position concerning a subordinate).
• To not use child labor or that resembling slavery.
• To assure the highest social standards and human and professional respect in relationships between collaborators. In this sense, personal loans between collaborators, games of chance, and any other situations that can place the work environment at a risk are prohibited.
• To respect free associations, recognizing union entities as legal representatives of collaborators and seek constant dialogue concerning solutions to conflicts of labor or union nature.

Collaborators must:
• Take care of their personal appearance, dressing in a manner suitable to the function they carried out.
• Present themselves at the work place in a fully normal state (not intoxicated or using drugs, etc.). The use of illicit drugs is a crime and compromises professional performance, by seriously harming the life of users, disturbing the work environment and may cause risky situations to others.
• Avoid financial breach of contract in his/her personal life, especially when in positions of trust, resulting in negative circumstances.

Conflicts of interest
Both collaborator activities and personal relationships must not conflict with company or Grupo Itaúsa interests. For this reason collaborators:

• Shall not use the name of the company, position, function, activity, facilities, position or influence to obtain personal benefits or advantages, including family, relatives, former-relatives or related people.
• Shall not allow personal relationships to influence decision making concerning customers, suppliers, partners or competitors.
• Shall not provide services to supplier companies, customers, competitors or others that present conflicts of interest.
• Shall not sell products, goods or services in the work environment.
• Shall communicate the HR area in case they maintaining any professional activities parallel to those carried out in the company, even at complementary times (for example, teaching). These activities, at not coinciding hours with his/her daily work at a company are allowed and do not constitute an infraction to the Code, as long as they be formally communicated.
• Shall communicate to the Auditing Area in case any personally owned company, of family member, relative, former-relative or closely related individual shall render services or is being made an object of transaction or negotiation with Itaúsa Industrial companies.
• Shall obtain prior authorization, according to specific policies, to exercise any activity on behalf of the Company, or to use its name or facilities.

Presents, gifts and prizes
The following guidelines must be observed in negotiations and in relationships with customers, suppliers, government agencies, communities and others:

• It is not permitted to offer payments, advantages, favors, presents (except promotional gifts of small value or which have no commercial value), special discounts or other benefits not included in commercialization policies.
• Payment of expenses involved in business relationships, such as meals, events, transport and lodging, is permitted as long as performed according to policies in effect.
• It is prohibited to solicit or receive presents, payments or advantages, on behalf of a collaborator or members of his/her family, relative, former-relative or related person which characterizes a commitment in commercial or negotiation operations.
• Higher hierarchical levels must be informed of invitations to events whose expenses will be financed by customers, suppliers, government and other agencies, which must be previously approved.

Company Assets
The use of Itaúsa Industrial company assets (facilities, machines, equipment, systems, raw materials, inputs, products, projects, patents, brands, etc.) are subject to the following dispositions:

• The assets must be used exclusively within the objectives of the Company Bylaws.
• All collaborators must care for all Company equipment, machines and vehicles.
• Computer systems, which include the use of e-mail and Internet, must be used in an appropriate manner, according to the applicable laws and company standards.
• Confidential information, agreements, contracts, projects, studies, etc., must be maintained in a safe and secret manner, whose access is limited to those collaborators who effectively need to know the content to carry out their duties.
• Technical, commercial and financial information is the property of the Company and is not to be disclosed externally by any collaborator, even after the end of the employment contract with the Company.
• The use or the unauthorized disclosure of confidential information is a crime and may result in civil and criminal punishments.


07. RELATIONSHIPS WITH CUSTOMERS

Relationships with customers must be governed by the following attitudes:

• Honesty and mutual respect in negotiations.
• Truth and clarity of information concerning the characteristics of products and services and adapting of products or services to customer needs.
• Confidentiality concerning all information received from customers, because trust is one of the main assets in relationships.
• Cordial, efficient and transparent service.

When a customer's requirement cannot be met, this must be clearly stated, explaining the reasons in a clear and respectful manner.

• The quality of the products and services being offered must aim to be above that prescribed in the legislation and industry standards.
• In the event of an unforeseen problem, explanatory or compensatory measures must be taken, in such a way as to meet the high quality standards and warranty practiced by the Company.


08. RELATIONSHIPS WITH SUPPLIERS

The following dispositions direct the relationship with suppliers:

• Respect to the principles of free competition.

Qualified suppliers, in equivalent or similar situations, must receive the same treatment and have the same opportunities in all phases of a selection and recruiting process.

• Eventual ties or commercial and personal relationships among collaborators (or their families, relatives, former-relatives, lovers, or related people) and the companies being contracted or to be contracted must be communicated to the Executive Management of Strategic Resources, by e-mail, telephone or correspondence.
• The search for quality, appropriate prices, technical and financial reliability, integrity in conducting all negotiations.
• The selection of solid, healthy and suitable suppliers that conform to legal, labor, tax and environmental requirements.
• Assist supplier development, through technical support and management in the development of products and services.
• Suppliers will commit not to use child labor or any other that resembles slavery. Non-compliance will cause the exclusion from the list of Company suppliers.
• Relevant contracts and their commercial conditions will be dealt with in a confidential manner.


09. RELATIONSHIPS WITH COMPETITORS

Relationships with competitors must be respectful, preserving the following principles:

• Itaúsa Industrial companies respect their competitors and seek to surpass them via management and efficiency, by offering better products, services and commercial conditions.
• It is not suitable for any Company or collaborator to revile in a written or verbal manner the competence or the quality of products and services of any competitor.
• All actions that may be interpreted as anti-competitive or contrary to local, national or international laws are rejected.
• Equally prohibited are practices such as: privileged information, omission of relevant facts, manipulation of good faith, economic and industrial espionage or illicit obtainment of competitor plans and actions.
• The following must not be topics of discussion with competitors: business strategies, pricing policies, contractual terms, composition of costs or any other confidential information that involve competitive differences.


10. RELATIONSHIPS WITH SHAREHOLDERS AND INVESTORS

All relationships with shareholders and investors must be governed by the following attitudes:

• All collaborators must commit to protect the interests of shareholders and investors of the Grupo Itaúsa's companies, and the Investor Relations area is responsible for this contact.
• Corporate Governance at Itaúsa Industrial companies is governed by the creation of value to shareholders, transparency, ethics, legality and business sustainability.
• Secrecy of information must be assured, which is not presently in the public domain and which could interfere in stock markets or stock exchange, or which could influence market activities and investment decisions. In all situations, the content set forth in the Acts and Relevant Facts Policy must be followed.
• Collaborators who are interested in investing in Itaúsa Industrial company shares must follow the rules set forth in the Share Transaction Policy.
• Collaborators who, due to their activity or function, have access to privileged information must sign a legal commitment to not use such information for their own or third party benefit.


11. RELATIONSHIPS WITH PUBLIC AUTHORITIES

The Itaúsa Industrial companies do business according to the following principles:

• Strict compliance to the law.
• No payment in money, presents, services, or benefits that have any value may be offered, directly or indirectly, to any authority or government employee, state company or public agency, with the objective of bribing, obtaining favoritism or in influencing actions or decisions.
• Any form of pressure or request from public agents, which doesn't correspond to this definition, must be refuted and immediately communicated to the Company’s Management.
• Legitimacy in the defence of legal measures or abusive taxes, discriminatory or incorrect will be carried out by administrative or legal actions by the competent authorities.


12. RELATIONSHIPS WITH THE MEDIA

Relationships with the media will be governed by the guidelines established below:

• Maintain transparent relationships with the press, in such a way as to assure an image that is coherent with the company values.
• Ensure a permanent dialogue with the media, managing the repercussion of news and the correct and opportune disclosure of information concerning businesses.
• Only the President, the Investor Relations Director and people especially designated may speak on behalf of the company.
• The institutional line used to publicise the companies will not be used for child advertising, besides assuring the truthfulness of information, respecting the current legislation, and ethical, local and international reference standards.


13. RELATIONSHIPS WITH THE COMMUNITY

The commitments Itaúsa Industrial companies have with citizens are also expressed in the relationships with the communities where they are present. Actions are directed to social well-being and may:

• Promote the development of local communities.
• Maintain actions and incentives directed to the improvement of living conditions in these communities.
• Contribute by offering qualified teaching to low-income children and to prepare youths for the job market.
• Collaborate in the promotion of activities concerning social well-being, to move children away from the streets, violence and drugs.
• Contribute to the prevention of violence and domestic sexual exploitation of youths and children.
• Provide access to cultural initiatives.
• Support the voluntary participation of collaborators in social and cultural actions, as long as these do not affect his/her activity and his/her regular work.


14. RELATIONSHIPS WITH THE ENVIRONMENT

All collaborators must comply with the Environmental Policy set forth by the Itaúsa Industrial companies, which is driven by the following principles:

• Maintaining environmental sustainability, committing to the protection of the environment and rigorous compliance to the environmental laws.
• Permanently seeking to use recyclable materials (e.g., sawdust, wood chips, used furniture, metal and plastic residues, etc.).
• Encourage mechanisms that seek to reduce the emission of greenhouse gases and publicize the Carbon Free conditions at Grupo Itaúsa Industrial companies.
• Obtain the commitment of product and service suppliers for the correct disposal of residues and industrial wastes.
• Prevent the damage of the environment due to company activities, by using safe and environmentally appropriate technologies in managing processes and conception of new products.
• Contribute to the development of environmental conscience, respecting the environment both inside and outside the company.
• Maintain spaces for the development of environmental education activities.


15. RELATIONSHIPS WITH ENTITIES

Participation in entities and associations that represent industry sectors must follow the principles below:

• Strengthen free business initiatives.
• Reinforce actions against unfair competition, abusive trade practices, informality, fight piracy, smuggling and embezzlement, etc.
• Object, via administrative and judicial measures, eventual entity abuses.


16. POLITICAL PARTICIPATION

The following precepts are applied to matter related to political participation:

• The Itaúsa Industrial companies are allowed to make contributions to political parties and candidates, following the legislation in effect.
• All collaborators are entitled to be personally involved with civic issues and to participate in political processes. However, such participation must take place on his/her free time and at his/her own cost, and that it be clear that all manifestations are personal and not on behalf of any Itaúsa Industrial company.
• Political propaganda of any kind is not allowed in or on any company facility or vehicle.
• All and any request of candidates to elective positions to carry out visits to a Company must be approved by the Management.


17. DOCUMENT REGISTRATION

Document registration assures transparency and control of the businesses. For that reason:

• All transactions – such as the payment of fines, patronage of events or any another action that involves monetary values
- must be supported by proper documentation and registered correctly and immediately to the appropriate accounts and periods.
• No payment to or receipt from any Itaúsa Industrial company may be approved or made with the intention or understanding that part or all will be used for any other purpose that is on that described on the document which documents the transaction. Questions related to documentation should be directed to the Auditing Area.

1. GENERAL PRINCIPLES

1.1. Scope - The POLICY provides  the guidelines and procedures to be complied with in the disclosure of material acts or facts and in the maintenance of confidentiality of such non-disclosed information, in accordance with CVM Instruction 358, dated January 3, 2002, modified. The scope of the policy covers the disclosure to the appropriate regulatory bodies and the market complete and timely information on the material acts and facts relating to the company, as defined in sub-item 2.1, thus reinforcing the equity and transparency of such disclosure to all interested parties, without privileging some to the detriment of others.

1.2. The Disclosure Committee -The Disclosure Committee has the following purposes regarding this Policy:
a) to advise the Investor Relations Director;
b) to permanently evaluate the applicability of the policy and to suggest any pertinent amendments thereto;
c) to decide on any questions regarding the interpretation of the policy’s text;
d) to order all actions necessary for the disclosure and dissemination thereof, including among the company’s employees;
e) to evaluate the content of any announcements before release to the press (press releases), meetings with investors and investment analysts (road shows), teleconferences and public presentations containing material information on the company;
f) to regulate the compliances;
g) to evaluate and decide on cases of infringement;
h) to analyze official queries posed by regulatory and self-regulated bodies, and to prepare the respective answers;
i) to propose solutions for unforeseen and exceptional cases.


2. DEFINITION OF MATERIAL ACT OR FACT

2.1. Material act or fact - Any decision of a controlling shareholder, or resolution of a general shareholders’ meeting or of any management bodies of the company, or any other act or fact of a political-administrative, technical, negotiating or economical-financial nature, taking place or relating to the company’s business, which may reasonably interfere with:
2.1.1. the price of securities issued by the company or related thereto;
2.1.2. the decision of investors to buy, sell or maintain such securities;
2.1.3. the decision of investors to exercise any shareholders’ rights issued by the company or related thereto.

2.2. Examples of material acts or facts - The following are examples of material acts or facts, to the extent that they can result in any of the effects above, among others:
2.2.1. the signature of an agreement or contract providing for the transfer of the shareholding control of the company, even if the efficacy of such instrument is conditional or resolutely ;
2.2.2. the change in the company’s control, including through the execution of, amendment to, or termination of, a shareholders’ agreement;
2.2.3. the execution of, amendment to, or termination of, a shareholders’ agreement to which the company is a party or intervenes, or which has been registered in the appropriate company book;
2.2.4. the entry or withdrawal of a partner who has a contract or an operational, financial, technological or administrative agreement with the company;
2.2.5. the authorization for trading in securities issued by the company in any market, national or foreign;
2.2.6. the decision to cancel the registration of the company;
2.2.7. a merger or spin -off involving the company or affiliated companies;
2.2.8. a change in the company’s net worth composition;
2.2.9. the purchase or sale of a relevant investment;
2.2.10. the transformation or winding-up of the company;
2.2.11. the change of the accounting principles adopted by the company that could significantly change the result or net worth of the company;
2.2.12. debt renegotiation considered to be of significant proportions;
2.2.13. the approval of a stock option plan;
2.2.14. a change in the rights and advantages of securities issued by the company;
2.2.15. the split-up or consolidation of shares or the concession of share bonuses;
2.2.16. the acquisition of shares of the company for maintenance in treasury or cancellation, and the sale of shares so acquired;
2.2.17. profits or losses of the company and the attribution of earnings, in cash;
2.2.18. the execution or termination of a contract, or the failure to execute it, when the expectation of execution thereof is in the public domain;
2.2.19. the approval of, change in, or cancellation of a project, or the delay in implementing it;
2.2.20. the initiation, re-initiation or suspension of the manufacture or commercialization of a product or service;
2.2.21. the discovery, change or development of technology or resources owned by the company;
2.2.22. changes in the forecasts previously disclosed by the company;
2.2.23. a request of composition with creditors, a bankruptcy request or confession or the filing of a legal action, which may affect the economical-financial situation of the company.

3. DUTIES AND RESPONSIBILITIES IN THE DISCLOSURE OF A MATERIAL ACT OR FACT

3.1. Duties and responsibilities of the Investor Relations Director – The Investor Relations Director has the following duties:
3.1.1. to disclose and communicate to the market and appropriate authorities (sub-item 4.3., “a”) any material act or fact taking place or related to the company’s business;
3.1.2. to ensure the broad and immediate dissemination of the material act or fact;
3.1.3. to disclose the material act or fact simultaneously in all markets where the securities issued by the company are traded;
3.1.4. to provide to the appropriate authorities, whenever requested by them, any additional explanation in connection with the material act or fact;
3.1.5. to interview persons having access to material acts or facts, in the event described in the preceding sub-item or if there is any atypical fluctuation in the price or quantity of trading of shares issued by the company or related thereto, with the purpose of ascertaining whether such persons have knowledge of any information that must be disclosed to the market.

3.2. Related persons - The following persons shall be deemed related to the company:
a) (i) its direct or indirect controlling shareholders, officers, members of the board of directors, fiscal council and any bodies with technical or consulting duties created under its by-laws; (ii) the same persons in a controlling, controlled or affiliated company who have had access to relevant information;
b) the employees of the company, or of its controlling, controlled or affiliated company(ies), who, because of their rank, function or position, have privileged access to any relevant information;
c) any other person that, because of any circumstance, may have knowledge of relevant information, such as consultants, independent auditors, rating companies’ analysts and assistants.


3.3. Duties and responsibilities of related persons - The persons referred to in letter “a.(i)” in sub-item 3.2. only, shall:
3.3.1. communicate to the Investor Relations Director, or, in his or her absence, to the President of the Company, any material act or fact that may come to their knowledge;
3.3.2. having heard the Disclosure Committee, communicate to the CVM any material act or fact of which they have personal knowledge in case the Investor Relations Director fails to comply with his or her duty to disclose.

3.4 Duty of confidentiality (sub-item 6.2) - The related persons shall keep confidential any information relating to a material act or fact, until its disclosure in the market, in accordance with sub-item 6.2.
3.4.1. The related person that communicates, by mistake, a material act or fact to a non-related person, before its disclosure in the market, shall immediately inform the Investor Relations Director of the erroneous communication, so that he or she may take any adequate measures.

3.5. Forecast of results - The company shall not disclose performance forecasts.
3.5.1. Market expectations -The company may disclose, on the website www.duratex.com.br the market expectations for its results, without validating them.
3.5.2. The Investor Relations Director may view the content of analysts’ reports before release, so as to avoid the disclosure of incorrect or inaccurate data or information already in the public domain.

4. PROCEDURE FOR PREPARATION AND DISCLOSURE OF A MATERIAL ACT OR FACT

A) Preparation Procedure 

4.1. Participating bodies -The document of disclosure of a material act or fact shall be prepared by the Disclosure Committee, which may request the participation of the company divisions involved in the transaction or deal which has given rise to the material act or fact.

4.2. Format of disclosure document -The document for disclosure of a material act or fact shall be clear and precise and utilize a language accessible to the investor public.

B) Disclosure procedure

4.3. Recipients of disclosed information and responsible bodies -The  Legal Directorship shall disclose, under the supervision of the Investment Relations Director, a material act or fact, as a matter of priority and simultaneously:
a) to the CVM, through its site, to BM&FBOVESPA and, as the case may be, to the other stock exchanges and the organized over-the-counter market ;
b) to the market in general, as explained in sub-item 4.9.

4.3.1. Subsequently to such disclosure, the Investor Relations Director may disclose the material act or fact to the market via e-mail and make the information available on the website www.duratex.com.br.

4.4. Simultaneous disclosure - The material act or fact disclosed by any communication media or in meetings with class entities, investors, analysts or with any selected audience, in Brazil or abroad, shall be simultaneously disclosed to the market(s) in which the securities issued by the company are eligible for trading (sub-item 3.1.3.).

4.5. Disclosure timing - The disclosure of a material act or fact shall take place, whenever possible, before the opening or after the closing of trading in the stock exchanges or organized over-the-counter market where the securities issued by the company are eligible for trading.
4.5.1. . If the securities issued by the company may be simultaneously traded in the markets of different countries, where the trade opening and closing hours are not compatible, the trading hours of the Brazilian market shall prevail for purposes of sub-item 4.5.

4.6. Suspension of trading - In case it is imperative that the disclosure of a material act or fact takes place in trading hours, the Investor Relations Director may simultaneously request the national and foreign stock exchanges and organized over-the-counter market to suspend the trading of securities issued by the company, or related thereto, for as long as it takes to properly disclose the material information.

4.7. Situations of non-disclosure of a material fact or act -The material acts or facts may exceptionally not be disclosed if the controlling shareholders or management conclude that the disclosure thereof shall put a legitimate interest of the company at risk.
4.7.1. The Investor Relations Director shall immediately disclose the material act or fact referred to in sub-item 4.7. if the material information leaks to the market, if there is an atypical fluctuation in the price or quantity of traded securities issued by the company or related thereto, or if the CVM orders disclosure.
4.7.1.1 When applicable, the Investor Relations Director shall provide any necessary explanations to the stock exchanges.

4.8. Rumors -The company shall not comment on any existing rumors in the market about the company, unless they materially influence the prices of its securities.

4.9. Vehicle and form of disclosure -The legally required disclosure to the market shall be affected through publication in newspapers of widespread circulation, regularly utilized by the company.
4.9.1. Additionally, the company may disclose the material act or fact through the following media:
a) a) the worldwide web (Internet), on the website www.duratex.com.br;
b) e-mail;
c) teleconference;
d) public meeting with class entities, investors, analysts, or with the interested public, in Brazil or abroad;
e) announcements to the press (press releases);
f) radio-diffusion media utilized by the market.

4.9.2. The disclosure through newspaper publication (sub-item 4.9.) may be affected in a reduced form, (provided that it informs the addresses on the worldwide web – Internet where the complete information shall be available to the interested public), with content at least equivalent to that provided to the entities referred to in letter “a” of sub-item 4.3.
4.9.3. The material act or fact shall be internally disclosed for general knowledge.

4.10. Person authorized to comment on a material act or fact - Only the Investor Relations Director, or the persons appointed thereby, or, in the absence of the latter, the persons appointed by the company’s President, is authorized to comment, explain or provide more detail on, the content of a material act or fact

5. DISCLOSURE OF INFORMATION RELATED TO QUARTERLY, HALF YEAR AND ANNUAL RESULTS 5.1 .Information related to results - The Director of Investor Relations should establish and disclose to the market, in advance according to market standards, the dates on  that the Company’s quarterly, semiannual or annual audit results will be published.
5.2. Anticipated information or preliminary results - Notwithstanding the dates of results publication determined under subsection 5.1., The Disclosure Committee may, subject to the criteria of opportunity and convenience, to approve the disclosure (i) the anticipated results or (ii) preliminary information (not audited) related to the Company’s quarterly, semiannual or annual results, prepared in accordance with accounting standards adopted by the market.

6. MECHANISMS FOR CONTROLLING THE CONFIDENTIALITY OF INFORMATION RELATING TO A MATERIAL ACT OR FACT

6.1. Purpose - The mechanisms for controlling the confidentiality of information relating to a material act or fact (Material Information) are designed to ensure the maintenance of confidentiality of such information until its disclosure to the appropriate authorities and the market

6.2. Confidentiality duty -The related persons (sub-item 3.2.) shall maintain any Material Information confidential until its disclosure thereof, as well as constantly maintaining the highest standards of confidentiality.
6.2.1. The related person who leaves the company, or who ceases to participate in the transaction or project to which the Material Information refers, shall be bound to his or her duty of confidentiality until such information is disclosed to the appropriate authorities (sub-item 4.3., “a”), and to the market.

6.3. Control mechanisms -The persons related to the company (sub-item 3.2.) shall comply with the POLICY upon the signature of the appropriate declaration (Annex 1), when they are hired, appointed, promoted or transferred, at which time they will state their knowledge of the terms of the POLICY and their commitment to comply therewith.
6.3.1. The Disclosure Committee shall indicate the positions subject to the compliance for each of the company’s divisions.
6.3.2. The Directorship responsible for a transaction or agreement, which may give rise to a material fact or act, shall indicate additional employees and third parties who must comply with the POLICY.
6.3.3. The compliances must take place after the internal disclosure of this POLICY.
6.3.4. The Legal Directorship shall ensure the compliance of persons occupying statutory positions, of the controlling shareholders and all others involved in material acts or facts.


6.4. Mechanisms for achieving control objectives – The Legal Directorship shall maintain a centralized record of all persons who have signed the Policy and will be responsible or make it available to the competent bodies, when necessary.

6.5. The persons related to the company (sub-item 3.2.) shall act in a diligent manner in order to preserve the confidentiality of any Material Information, complying with the regulations enacted by the company on the subject.

7. INFRINGEMENT OF THE POLICY

7.1. Sanctions -The violation of this POLICY shall subject the violator to disciplinary sanctions, as provided in the internal rules of the company and pursuant to this item, without restricting the imposition of any administrative, civil and criminal penalties.
7.1.1. The Disclosure Committee shall ascertain any infringements of the POLICY conditioned to the following:
a) the related persons referred to in letter “a” of sub-item 3.2. shall be subject to the sanctions approved by the board of directors, subsequent to prior recommendations from the Disclosure Committee;
b)the related persons referred to in letter “b” of sub-item 3.2. shall be subject to sanctions provided for in the company’s internal rules;
c) ) the violation caused by any of the related persons referred to in letter “c” of sub-item 3.2. shall be deemed a contractual default, and the company shall be accordingly entitled to terminate the respective contract and demand the payment of any penalty set forth therein, notwithstanding any losses and damages.

7.1.2. The Disclosure Committee shall inform all infringements to the board of directors.

7.2. Notification an infringement - Any person who complies with the POLICY and has knowledge of its violation must immediately notify the fact to the Disclosure Committee.

8. POLICY VALIDITY

This Policy is valid until the first Meeting of the Board of Directors to be held  after the General Shareholders Meeting of 2014.

 

ANNEX 1

 CONTROLLING SHAREHOLDER AND MANAGEMENT COMPLIANCE DECLARATION

................................................[name, nationality, marital status, profession, tax enrollment number-CPF, ID ,business, address and telephone] ........................................................., signed here under, in his/her capacity as .................................................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that the Board of Directors of the Company shall decide upon potential sanctions arising out of infringements of such Policy on Disclosure after being appreciated by the Disclosure Committee.

São Paulo, .......................................            


____________________________

EMPLOYEE COMPLIANCE DECLARATION

.....................................[name, nationality, marital status, profession, tax enrollment number - CPF, ID, business address and telephone] .............................................,
signed hereunder, in his/her capacity as .............................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she knows the internal rules of DURATEX S.A.

São Paulo, .......... .............................           

____________________________

 

THIRD PARTY COMPLIANCE DECLARATION


.....................................[name, nationality, marital status, profession, tax enrollment number CPF, ID, business address and telephone]..............................,
signed hereunder, in his/her capacity as .............................. of DURATEX S.A., hereby complies with the POLICY ON DISCLOSURE OF MATERIAL ACTS AND FACTS OF DURATEX S.A., of which he/she is receiving a copy concomitantly with the signature hereof; states that he/she knows the terms thereof and undertakes to fully comply therewith. He/she also states that he/she is aware that any infringement of such Policy on Disclosure shall be deemed a contractual default, and that the company shall be accordingly entitled, without any onus on its part, to terminate the agreement that originated the compliance and demand the payment of the penalty set forth therein, notwithstanding any losses and damages.

São Paulo, ......... ................... ..........

DURATEX S.A. CORPORATE POLICY FOR PREVENTION AND COMBAT TO ILLICIT ACTS

1. Objective
   
   To identify actions which are non-compliant with the regulatory and self-regulatory environment and propose adequate measures.

2. Policy Control
   
    Risks and Ethics Committee

3. Scope
   
   Duratex  Companies, subsidiaries and affiliated companies in Brazil and abroad.

4. Regulatory and Self-Regulatory Environment
   
   For being an open capital company with shares traded in the stock exchange, it must comply with CVM specific regulations and accounting practices accepted in Brazil, including in accordance with the Brazilian Corporate Law and CVM, Code of  Ethics and Conduct and other internal applicable norms.

5. Illicit Acts to be Combated
   
   There are different types of activities which configurate illicit acts, including the different modalities of fraud and money laundering operations.
   
   Examples of fraud are: undue appropriation of assets, adulteration and falsification of financial documents and data, electronic fraud, undue use of inside information and intentional omission/manipulating acts in accounting transactions, records and statements,  inclusion in expense accounts submitted to the Company of personal expenses or expenses which are non-compliant with the Policies and norms in effect,  rise in mileage run with own vehicle at Company service when requesting reimbursement, among others.
   
   Typical money laundering operations are those, which insert funds resulting from illegal acts in legal economic activity circles, which may cause damages to Company image and reputation.

6. Preventive Actions
   
   6.1. Documental Record: In accordance with item 17 of the Code of Ethics and Conduct, all transactions must be supported by a documental record to ensure business transparency and control. For this reason: (i) All transactions – as payment of penalties, event sponsorship or any other action involving monetary amounts must be supported by the proper documentation and be correctly and immediately recorded under the pertinent accounts and within the adequate periods and (ii) No payment or receipt by Itaúsa Industrial companies can be approved or carried out with an intention or understanding that part or all of it shall be used for a purpose other than that described in the document that records the transaction. All doubts concerning the documentation must be addressed to the Audit Area.  
   
   6.2. Internal Audit: The Audit Executive Management holds controlled, although unrestricted access to the information required for the development of their analyses, either being data extracted on an independent basis from information systems, or subsidies obtained from interviews with employees at all hierarchic levels  (strategic, operational and productive). The methodology for analysis and tests must be evaluated at each work, depending on the audited process, always privileging the good development and allowing adequate conclusion.
   
   The department uses the Canadian software ACL – Audit Command Language, on an advanced basis, for routine monitoring and for most of their audits, being not disregarded the contracting of independent auditors to assist in the monitoring of compliance.  
   
   6.3. External Audit: Among the attributions of the Board of Directors is the contracting and dismissal of external auditors to analyze and issue an opinion on Company financial statements.
   
   6.4. Fiscal Council: The members of the Fiscal Council shall be in charge of supervising the activities of the administration boards. 

7. Denunciation
   
   Non-conformities with regulating and self-regulating norms, as well as the occurrence of illicit acts must be promptly informed to the Committee of Risks and Ethics and, whenever possible, supported by material, which proves the denunciation. This may be carried out openly, by means of electronic mail or anonymously, by phone or mail, as follows:
   
   Electronic mail:  disk.conduta@duratex.com.br
   Telephone: 011 3543-3543
   Mailing address: Risks and Ethics Committee, Av. Paulista 1938 5th floor, São Paulo – SP, 01310-942, Brazil
   
   Duratex commits to ensure, for this policy, the involvement of its administrators and adherence of all its employees. For this purpose, it promotes dissemination of the Organization ethical values, practices a rigid employee selection and monitoring process, discloses prevention guidelines and keeps a team fully dedicated to the management and execution of preventive activities, besides promoting different qualification and recycling actions. Knowledge of any infraction to this Policy and not reporting the fact represents a serious fault, subject to punishment.

8. Penalty
   
   In case it is verified the occurrence of any illicit act the Committee of Risks and Ethics may warn the infractor or submit the case to a higher hierarchic level. Any eventual internal penalties shall not exempt the infractor from legally responding for their acts.

9. Continuous Improvement

   No matter how effective our established processes and procedures are, evil-minded individuals and organizations eventually discover unusual ways to break the law. For this reason, Duratex continuously seeks to keep updated on the best practices, by means of investments and ongoing qualification of its employees.

Duratex, in its activities of wood panels’ production, vitreous china, metal fittings and forest plantations management, seeks the sustainability of its business, acting in the responsible management of the environmental aspects inherent in the nature and scale of each of its units. With its Environmental Policy, Duratex reaffirms the commitment as environmentally responsible company and seeks to be a reference in the market where it operates.

Principles:

Management

• • Rational and sustainable use of natural resources, raw materials and inputs necessary for production processes;

• • Develop and offer products that enable the rational use of natural resources;

• • Prevent pollution and environmental hazards arising from its activities and act to reduce greenhouse gas emissions with innovative technical solutions, thus mitigating their impacts;

• • Comply with the law applicable to its activities, products and services, meet the voluntary commitments undertaken by the Company and establish procedures to ensure that illegally sourced inputs are not used;

• • Protect biodiversity, the springs and watercourses, as well as conserve the cultivated soil, inherent measures of forest plantations management;

• • Carry out the waste management using mode concepts of reduction, reuse and recycling;

Continuous improvement

• • Seek continual improvement of its environmental performance through management models, periodic assessment of results, innovations and technologies;
• • Ensure the incorporation of practices and processes aiming occupational health and safety of employees in the company's activities;
• • Implement training programs that lead to the adoption of safe behavior and healthy respect for the environment;
• • Establish specific management tools to the nature and size of each principle in all business units of the Company;

Communication

• • Maintain communication channels with stakeholders about environmental and social aspects, products and services.
• • Document and disclose the scopes and results achieved in meeting the social and environmental commitments, undertaken voluntarily by the Company.

1 - Regulatory Environment

The Risks and Ethics Committee (Committee) has the attribution to establish and disclose procedures relative to reception and handling of information on non-compliance with legal and regulatory provisions applicable to the Society, besides internal regulations and codes, including the anticipation of specific procedures to protect the provider and confidentiality of the information.

2 - Policy Objective

Therefore, the Committee hereby establishes its Duratex S.A. Policy for Reception and Handling of Denunciations (Policy), relative to non-compliance with legal or regulatory provisions and to frauds or mistakes involving internal controls and accounting and audit activities. Its scope comprises all Duratex Companies.

With the disclosure of this Policy, the Committee encourages all collaborators and third parties to report all indications or evidence of the existence, within Duratex Companies, of situations or facts which fit the category in question.

For this purpose, the following communication channels shall be at the disposal of those interested:

• Risks and Ethics Committee – Av. Paulista, 1938 – 5th floor – CEP 01310-942 – São Paulo/SP – Brazil.
• Electronic mail: Disk.Conduta@duratex

The Committee shall be responsible for the confidentiality of the information received and, in case it is of interest of the denouncing party, it shall assure its anonymity.

3 - Reception and Handling of denunciations:

The present Policy applies to the reception of denunciations relative to the following matters, among others:  

• non-compliance with legal and normative provisions, including internal regulations and codes, which rule the activities of Duratex Companies;
• incorrect application of accounting practices;
• evidence of fraud or intentional mistake in the elaboration, review, audit or disclosure of any financial statements or reports of Duratex Companies;   
• indications of deficiencies observed in the internal control systems which support accounting and audit activities;
• existence of divergences in accounting statements that may affect the economic-financial standing of Duratex Companies.

3.1. Denunciations by Collaborators:

The Collaborator who is aware of facts or evidences that fit the situations described in the previous item must report his concerns to the Committee.

The contents of the denunciations must always be as thorough as possible, thus enabling to start the necessary investigation process. The collaborators who opt for anonymity in the denunciation, must show special care when presenting the facts, attaching, whenever possible, documents that certify their affirmations. Failure to report shall represent a serious fault.

3.2. Denunciations from Third Parties:

Any individual who is aware of facts involving situations which are the object of the present Policy must address his/her concerns to the Committee, through the communication means list herein. Failure to report shall represent a serious fault.

3.3. Investigation of the Denunciations:

All denunciations received shall be analyzed and evaluated by the Committee, which shall forward them for investigation in such a way that, at its discretion, best attends the Organization. In case it is identified a situation which fits within the regulations in force, the Committee shall proceed to reporting it to higher hierarchic levels.

3.4. Safe-keeping of Denunciations:

The Committee shall be responsible for keeping in good order the denunciations received and the respective measures adopted.

PLAN OF CONCESSION OF STOCK OPTION

1. OBJECTIVE AND DIRECTIONS OF THE PLAN

Duratex S.A. introduces the Plan of Concession of Stock Option (“PLAN”) in order to involve officers (“ADMINISTRATORS” or “ADMINISTRATOR”, as the case may be) in the middle and long-term development process of Duratex, giving them the choice to participate in the value that their work and dedication will add to the shares of the Duratex capital.

1.1. The options will entitle their proprietors to, observing the conditions set out in the PLAN, subscribe common shares of the authorized capital of Duratex.

1.2. At the discretion of Duratex, the exercise of options shall be performed by selling treasury shares for reissuance, applying to them in all respects the same directions set out in the PLAN.

1.3. Each option shall entitle to subscribe one share.

1.4. The operating rules and procedures concerning the PLAN shall be proposed by a committee to be appointed by the BOARD OF DIRECTORS Duratex for the purposes of this PLAN (“PERSONS COMMITTEE”).

1.5 Periodically, the PERSONS COMMITTEE shall submitted to the approval of the BOARD OF DIRECTORS, the proposals regarding the PLAN application.

2. BENEFITIARIES OF THE OPTIONS

The PERSONS COMMITTEE shall identify and propose, periodically, the ADMINISTRATORS of Duratex who will be offered the options, in the quantities to be specified.

2.1. Exceptionally, the options may be granted to ADMINISTRATORS from controlled companies or to categorized employees of Duratex or of described companies.

2.1.1. The options may also be assigned to highly qualified persons upon the engagement with Duratex or controlled companies.

2.2. The options shall be personal and nontransferable, save by “causa mortis” succession.

2.3. The PERSONS COMMITTEE shall submit to approval of the BOARD OF DIRECTORS the option concession proposal.

3. CONDITION AND ANNUAL LIMIT TO GRANT OPTIONS

3.1. Options shall only be granted with respect to the years when sufficient profits have been amassed to enable the allotment of the mandatory dividend to shareholders.

3.2. The total quantity of options to be granted each year shall not exceed the maximum limit of 0.5% (half per cent) of the total shares of Duratex which the minority and majority shareholders own on the date of the closing balance sheet of that same year.

4. OPTIONS QUANTIFICATION AND CHARACTERISTICS

4.1. The PERSONS COMMITTEE shall set forth the total quantity of options to be granted with respect to each year, stipulating the characteristics of each series, particularly the price for the year (item 6), the legal term (item 7) and the waiting period (item 8).

5. DISTRIBUTION OF OPTIONS AMONG THE OFFICERS

5.1. THE PERSONS COMMITTEE shall choose the BENEFICIARIES who shall receive the options and set the quantity of each series to be assigned to each, evaluating, at its sole discretion, the performance of the eligible persons in the corresponding year, the remuneration already paid in the year and the other evaluations deemed applicable. 

6. PRICE FOR THE YEAR

6.1 The price for the year, to be paid to Duratex, shall be stipulated by the PERSONS COMMITTEE upon the option concession. To set out the annual price of the options in general, the PERSONS COMMITTEE shall consider the average price of common shares of Duratex on the trading floors of M&FBOVESPA S.A. Stock, Futures and Commodities Exchange, in a period of, at least, five and, at the most, ninety trading floors prior to the options issuing date, at the discretion of the PERSONS COMMITTEE, choosing also, an adjustment by up to 30%, give or take. The stipulated prices shall be readjusted up until the month prior to the exercise of the option by the IGP-M or, in its absence, by another index that the PERSONS COMMITTEE may designate, which must be paid within a period similar to the one in effect to liquidate operations at the BM&FBOVESPA S.A. Stock, Futures and Commodities Exchange.

6.2. The acquired shares shall be entitled to dividends and other benefits as if they had been purchased, on the same date, at the BM&FBOVESPA S.A. Stock, Futures and Commodities Exchange.

7. OPTIONS LEGAL TERM

The options shall be in effect during the term stipulated by the THE PERSONS COMMITTEE upon their concession, which shall automatically expire at the end of such a term.

7.1. The legal term of each series shall begin on the date of the respective issuance and expire at the end of a period which may range between at least AE+5 years and AE+10 years at the most, where AE (Issuance Year) means the calendar issuance year, so that the legal term shall always expire on the last business day of the last calendar year of such a term.

7.2. The legal terms shall legally expire for the options whose owners resign or are dismissed from Duratex and/or controlled companies. The options of ADMINISTRATORS shall expire on the date when they leave office, either by resignation, or imposed by the body which has elected them. With respect to an employee, the expiration will occur on the date when his/her work contract is terminated.

7.3. The Board of Directors may approve or not the expiration under 7.2. if the removal of the ADMINISTRATOR occurs by failure to reelect or if removal of the employee has not happened due to a serious fault. In this case, the option of ownership of the beneficiary may be exercised up until the end of the legal term (item 7.1), or up until the end of a 3 (three) year period from the date of removal, which expires first.

7.4. Should the option owner die, before the removal, the successors may exercise it up until the end of the legal term (item 7.1), or up until the end of a 3 (three) year period from the date of the demise, which expires first.

7.4.1. If the demises occurs after the removal performed under the terms of item 7.3, the successors may exercise the options during the remain legal term of the proprietor, according to the same item.

8. OPTIONS EXERCISE

8.1. The options, without prejudice to the legal term (item 7), may only be exercised after the waiting period and out of the suspension periods stipulated by the PERSONS COMMITTEE.

8.2. The waiting period of each series shall be stipulated by the PERSONS COMMITTEE upon issuance, and its duration may range between the AE+1 and AE+5-year term, where the AE is the calendar issuance year, so that the waiting period will always end on the last day of the last calendar year of this term.

8.3. The waiting period shall expire if the owner is removed under the conditions set out in item 7.3, or his/her demise.

8.4. The suspension periods for the options exercise shall be determined, whenever necessary, to coordinate the subscription works.

8.5. The options owner shall tell the area in charge of managing the PLAN at when the options will be exercised, at least 48 hours in advance.

8.6. The owner of more than one series of exercisable options may exercise all or just some, totally or partially.

9. OPTIONS QUANTITY ADJUSTMENTS

To preserve the purpose of the PLAN (item 1), the quantities of options granted and not exercised, may be adjusted up or down in order to restore the values originally granted, when the quotation level of the Duratex shares at the Stock Exchanges changes substantially, due to decisions made by the BOARD OF DIRECTORS or the Shareholders’ Meeting of Duratex on (a) share split, clustering or bonus; (b) issuance of a high number of share to increase the capital; (c) dividend allotment, capital remuneration interest and/or cash bonus, in exceptional amounts; (d) merger, incorporation, split or acquisition of control over large institutions; (e) others procedures of similar nature and relevance.

9.1. The PERSONS COMMITTEE shall submit the adjustment proposals to the Board of Directors.

10. STOCK AVAILABILITY

10.1. The owner may freely dispose of half the stock subscribed by exercising the option.

10.2. The other half shall be unavailable for 2 (two) years, from the option exercise date, declaring this unavailability as and for the purposes stipulated under article 40 of Law nº 6.404, dated 12.15.76.

10.3. The unavailability stipulated in item 10.2 does not apply to the subscription of shares by exercising the option in the second half of the legal term (item 7).

10.4. At the beginning of the second half of the option term, all the shares till then unavailable of said option will be released.

10.5. The unavailability under item 10.2 also applies to other shares subscribed, at any time, by the removed owner under the conditions set out in item 7.3 or by the successors of the deceased owner (item 7.4).

10.6. The shares encumbered with the unavailability under item 10.2 shall be released if and when the removal under the conditions stipulated under 7.3 or the demise of the owner.

11. OMISSIVE CASES

The Board of Directors shall decide on the omissive case under the PLAN.

RULES OF COMMITTEE FOR EVALUATION OF TRANSACTIONS WITH RELATED PARTY


1. STATUTE
The responsibilities, powers and duties of Duratex SA (Duratex) Committee for Evaluation of Transactions with Related Party (Committee) are defined and established in these regulations.

For purposes of this document the definition of related party that will be used by the Securities and Exchange Commission ("CVM"), pursuant to CVM Resolution Nr 642 of 10/7/2010 which was approved by Pronunciamento Técnico CPC nº 5 (see transcript of definition at the end of this document).

2. OBJECTIVE

The Committee for Evaluation of Transactions with Related Parties is a committee of Duratex Board of Directors and is responsible for ensuring that transactions with related parties are guided taking into account primarily the interests of Duratex, commutative strictly observing conditions, traded independently through the process transparent, ethical and in accordance with current legislation.

3. COMPOSITION OF THE COMMITTEE

3.1. The Committee shall be comprised of three (3) Board members, considered independent.

One member shall be elected a President by his peers. After the election, the Board shall be informed of the fact.

3.2. The Committee´s member function is delegated.

3.3. The mandate of the Committee member will be 1 (one) year starting from the first meeting of the Board after the Annual General Meeting.

3.4. Should there be only 2 (two) members in the Committee, the President of the Committee, through the Board of Directors will monitor the discussions for appointment of new independent director, integrating the work of the Committee as soon inaugurated.

3.5. It is forbidden to members of the Committee, directly or indirectly, receive any type of compensation from Duratex for providing consulting services, advice or any other impediment that constitute or incompatibility with the obligations and responsibilities of a Committee member.

4. OPERATION

4.1. The Committee will meet at least twice a year, convened by its President.

4.2. The deliberations of the Committee shall be taken by a majority of its members.

4.3. The agenda of the meetings will be distributed to Committee´s members with at least 5 (five) working days.
pgs. 2.

4.4. The Committee may schedule with prior notice to the CEO, meetings with members of the Board or any other employees of Duratex, with the independent auditing firm and the Head of Internal Audit. These meetings will aim to discuss policies, practices and procedures adopted, regarding the performance of their duties and responsibilities set out in Policy Related Party Transactions and check, when necessary, compliance with its recommendations.

4.5. The Committee will report through its President, to the Board at least 1 (one) once a year, the work and its compliance with best practices on related party transactions.

4.6. The Committee may, whenever it deems necessary and appropriate, select and propose the hiring of expert advice in the technical, legal, financial and accounting to assist him in his work, referring to recommend hiring the CEO of Duratex for knowledge and the Board of Directors approval.

4.7. The Committee's deliberations will be recorded in the minutes, copies of which will be sent to the Chairman of the Board of Directors and Chief Executive Officer.

5. DUTIES / RESPONSIBILITIES

5.1. Monitor the implementation of Policy of Transactions with Related Party, proposing its revision where necessary to the Board of Directors.

5.2. Periodically evaluate transactions between related parties.

5.3. Mediate and propose solutions whenever there are differences between Duratex and any related parties in any discussion of business, contracts, transactions or services.

5.4.Propose to the Board the renegotiation or discontinuance of a service, business, contract, or any transaction with related parties, whenever it deems that the conditions of that business is benefiting one party improperly or out of market conditions.

6. EVALUATION

The Committee shall hold formal and annually, self-assessment.

7. CHANGES

These Rules will be revised whenever a majority of its members to understand relevant, at which time the updates may be necessary.

8. TRANSITIONAL PROVISIONS

The Committee, once installed, should propose to the Board of Directors the Policy of Transactions with Related Parties, as well as request, the Executive Board, a survey of all existing transactions with related parties in Duratex, to evaluate its suitability for the policy approved by the Board of Directors.
pgs.3

DEFINITIONS OF AGREEMENT WITH PRONUNCIAMENTO TÉCNICO CPC Nº5

The following terms are used in Pronunciamento Técnico with the meanings below:

Related party is the person or entity that is related to the entity that is preparing its financial statements (reporting entity information):

(a) a person or a close member of his family, who is related to the entity that reports the information if:

(i) have full or shared control of the entity that reports information;

(ii) or has significant influence over the entity that reports information, or

(iii) a member of key management personnel of the entity that reports the information or the parent of the entity that reports information;

(b)an entity is related to the entity that reports information if any of the following is observed:

(i) the entity and the entity that reports information are members of the same group (which means that the parent and each subsidiary are interrelated, as well as entities under common control are related entres);

(ii) the entity is an associate or jointly controlled (joint venture) of another entity (or associate or jointly controlled entity member of the economic group to another entity which is a member);

(iii) both entities are under joint control (joint ventures) from a third party;

(iv) is an entity under joint control (joint venture) of a third party and the other entity that is affiliated third party;

(v) the entity is a plan for post-employment benefits whose beneficiaries are the employees of both entities, which reports information that is related to who is reporting that information. If the reporting entity information is itself a plan for post-employment benefits, employees who contribute the same share will also be considered related to the reporting entity information;

(vi) the entity is controlled, so in full or joint control by a person identified in (a);

(vii) a person identified in (a) (i) has significant influence over the entity, or a member of key management personnel of the entity (or parent of the entity).

Related party transaction is the transfer of resources, services or obligations between an entity that reports information and a related party, regardless of being charged a price in return. 

CHARTER OBJECT
1.1. This Charter ("Charter") governs the operation of the Board of Directors ("Board") of Duratex SA ("Company"), the committees linked to it, and the relationship between the Board and other bodies of the Company, subject to the provisions of the Bylaws, Shareholders' Agreement and the legislation.

BOARD OF DIRECTORS’ MISSION
2.1. The Board has, as its primary mission, to protect the interests of all Company’s shareholders, aiming at value creation in the short and long term, ensuring that decisions and execution of actions to pursuit these goals are always aligned with the vision, mission, and values of the Company.

ACTION SCOPE AND OBJECTIVES
3.1.The Board’s action scope is:

1. to decide on strategic issues, ensuring the continuity of the Company, with a long-term and sustainability perspective, that incorporates economic, social, environmental and corporate governance considerations;
2. to protect and enhance the Company's assets and maximize return on investment;
3. to ensure that, the management structure is agile, composed of qualified professionals and unblemished reputation;
4. to ensure that the objectives and responsibilities of the Board are always clearly defined;
5. to formulate guidelines for the Company’s management and its subsidiaries, which will be reflected in the annual budget;
6. to monitor the effective implementation of defined strategies and guidelines;
7. to prevent and manage interests conflicts situations or differences of opinions, so that the Company's interest always prevails; and
8. to protect the Company’s culture and values.

COMPOSITION, MANDATE AND INVESTITURE
4.1. According to the Bylaws, the Board shall consist of at least 5 (five) and a maximum of 10 (ten) Effective Directors and Substitute Directors. It is a responsibility of the General Assembly which proceed the election to establish the effective number of Directors, Effectives and Substitutes, who will compose the body during each mandate.

4.2. Mandate: The Directors shall be elected for a term of one (1) year, reelection is permitted

&FBOVESPA Novo Mercado; (ii) adhesion to the Securities Negotiation Policy, (iii) accession to the Disclosure of Relevant Act or Fact Policy of the Company and (iv) declaration of awareness of the Shareholders Agreement Terms.

ATTRIBUTIONS OF THE BOARD OF DIRECTORS
5.1. Attributions

1. To establish the Company’s and its subsidiaries general business direction by defining its mission, objectives and guidelines, and  by approving multi-annual plans and annual result programs, investments and indebtedness, following their deployments, according to the Bylaws;
2. To decide on the acquisition, by the Company, of shares of its own issue, to be held in treasury and / or subsequent cancellation or sale, and to determine its resale or cancellation;
3. To approve the issuance of debentures, unsecured;
4. To decide on the approval of any transaction which has not been previously approved in the Company’s annual or multi-annual budget involving the purchase, sale, investments, divestitures, transfer or encumbrance of any asset of the Company which value exceeds, individually or in combined, for the same type of operation, 3% (three percent) of equity in the latest audited balance sheet of the Company;
5. To fix the members of the Board and CEO remuneration, according to the global annual remuneration approved by the General Assembly, as well as to define the remuneration policy and benefits for Directors and employees of the Company and its subsidiaries;
6. To define and change the Company's indebtedness policy;
7. To approve the contracts between the Company and (a) any controlling shareholder of the Company (or their spouses), (b) the managers (or their spouses) of the Company or its subsidiaries, or (c) the subsidiaries or under common control (i) of any of the controlling shareholders (or their spouses) or (ii) of the managers (or their spouses) of the Company or its subsidiaries;
8. To decide on the provision of guarantee, surety or other personal or real guarantees on behalf of the Company;
9. To approve the establishment and closure of committees and / or working groups of the Company, seeking to assist the Board, defining its composition, charter, remuneration and work scope;
10. To establish the conditions for any public offering in the capital market and the issuance of any credit instrument for public capture of resources, also deciding on their conditions of issuing and redemption;
11. To approve any material change in accounting practices of the Company, except for changes required by applicable laws or regulations;
12. To decide on sale, transfer, license or encumbrance of any form, trademark, patent or industrial design under detention or use of the Company, directly or indirectly, as provided in the Bylaws;
13. To define and modify policies for securities trading and disclosure of relevant information of the Company;
14. To approve the Risk Management Policy and monitor its implementation;
15. To approve the Company's Code of Conduct ;
16. To approve the Charters of the Board Council and its Committees;
17. To convene the General Assembly in cases according to the law and when it deems appropriate, and to do so, authorize the publication of the convening notice, according to the Bylaws’ rules;
18. To evaluate the performance of the Company, of the Board itself and its Committees, of the Directorship and, individually, the CEO;
19. To elect and dismiss the CEO, and under his/her proposal, approve the selection or dismissal of the other Executive Directors;
20. To appoint and remove independent auditors on the recommendation of the Audit and Risk Management Committee;
21. To review and approve the Company’s quarterly and annual financial statements, authorize its disclosure to the market and, when appropriate, its publication;
22. To decide on the allocation of the fiscal year net income, which will be submitted at the General Assembly;
23. to approve proposal to create and / or change the plan for granting stock options, subjecting it to the Shareholders approval at the General Assembly;
24. to approve proposed grant of options to purchase shares to beneficiaries identified by the responsible committee;
25. to approve the hiring of specialized professionals in order to assist and advise the activities of its Committees, and
26. in the first meeting to be held after the General Assembly which elect the Directors, the Board shall choose from among its members, its Chairman and two (2) Vice Presidents.
    
    

6. BOARD MEMBERS’ OBLIGATIONS
6.1. It is the duty of the Director, in addition to observing the legal duties of the office:

1. To perform proactive, permanent and qualified monitoring of the Company's business, focusing in particular on long-term strategy, in relevant investments in acquisitions and divestitures and evaluating the performance of the Directorship;
2. To attend Board meetings previously prepared, with the examination of the documents made available, and participate actively and diligently;
3. To observe the strictest secrecy, and demand the same confidential treatment of professionals who will provide advice on any information regarding the Company, whether and until it is officially disclosure to the market, using it only for the exercise of their functions as Directors, under penalty of being responsible for the act contributes to its improper disclosure;
4. To refrain from interfere, either alone or jointly with third parties in any business with the Company and its subsidiaries, its controlling shareholders, and between the company and subsidiaries or affiliates of the managers and controlling shareholders, as well as other firms that, with any of these people, incorporate the same group, except upon the prior specific approval of the Board;
5. To declare, prior to any discussion and / or deliberation on the subject that, for whatever reason, has particular interest or conflict with the Company as to certain matters referred to it by refraining him/herself from its appreciation and vote , and
6. To guide their conduct by high ethical standards, observing and encouraging good corporate governance practices at the company.

 6.2. At the first meeting that following the act of his/her election, the elected Board shall inform to the Board members:
(i)  main activities developed outside the Company;
(ii)  participation on Boards of other companies, subject to the limit provided in Section 6.2.1 below, and
(iii) business relationship with directly or indirectly controlled companies, (i) by the Company or (ii) the Controlling Group of the Company, including service providers to these companies.
Such information shall be provided annually and whenever there is a new event that must be informed.

6.2.1. The Directors may only attend a maximum of four (4) boards of companies that do not belong to the same economic conglomerate. For the purposes of this limit, it will not be counted the exercise of this function on charities, clubs or associations. That limit can be exceeded with the express approval of the Board.

6.3. If the Board member or business controlled or managed by him/her, hire operation with the Company or the controlled companies, directly or indirectly, (i) by the Company or (ii) the Company’s Controlling Group Controller, the following rules must be observed:
(i)  the operation must be made at market values;
(ii) when it is not everyday operation or service, should be prepared a report, issued by a first line company, demonstrating that the operation or provision of service was made on market terms;
(iii) the operation must be informed to the Board; and,
(iv) the operations must be conducted through the normal hierarchical channels in the Company.



CHAIRMAN OF THE BOARD OF DIRECTORSO
7.1. The Chairman of the Board has the following attributions, in addition to Legal and those of the Company’s Bylaws:

1. To ensure the efficiency and good performance of the Board;
2. To ensure the effectiveness of the monitoring and evaluation system, by the Board, the Company, the Board itself, the Directorship and, individually, the CEO;
3. To organize and coordinate, in collaboration with the Secretary of the Board, the meetings agenda after consultation with other Directors and the CEO. By unanimous vote, of Board members, the Chairman may include in the meetings agenda relevant matters for discussion, which were not on the original agenda.
4. To ensure that the Directors receive timely and complete information about items of the meetings agenda;
5. To propose, after consultation with the Committees, the Board's annual budget, including the hiring of outside professionals;
6. To preside the meetings of the Board and the General Assemblies;
7. To propose to the Board the annual meetings calendar; and
8.  To arrange, in conjunction with the CEO, an integration and training program, when the election of new Board members, which allows contact with activities and information about the Company and its subsidiaries.

BOARD OF DIRECTORS’ OPERATION RULES
8.1. The Board will have, at least six (06) regular meetings per year, and one (01) meeting of up to three (3) days, as the annual calendar set by its Chairman.

8.2. The Chairman shall convene extraordinary meetings, even when reasonably requested by any Director or the Chief Executive Officer.

8.2.1. The meetings attended by all Board members shall be considered regular even without prior notification.

8.3. Location: the Board meetings are preferably held in the Company's headquarters.

8.3.1.For emergency reasons, the meetings may be held by conference call, video conferencing, email, or by any other means of communication.

8.4. Presence of others: The Chairman may invite, previously informing the Chief Executive Officer, any person of the Company or its subsidiaries, or their outside consultants, to provide clarification on matters within its competence or expertise.

8.5. The Directors may request, previously informing the Chief Executive Officer, information and clarifications to the Executive Directors of the Company.

8.6. To enable a deep evaluation of the issues, the agenda should be built so that about 50% of the meeting planed duration time be used in the Directors’ presentations and discussions and approval of corporate matters, with the remaining 50% being reserved for discussions.

8.7. The Board will seek, whenever possible, to achieve consensus decisions. Each Director shall be entitled to one (1) vote and decisions shall be deemed approved by a majority vote of those present.

8.8. At Board meetings, the votes will be accepted through delegation in favor of another Director, early written vote and vote by fax, electronic mail or other means of communication, being computed as present the members who vote through these means.

8.9. Secretary of the Board: the Board shall appoint a Secretary who shall have the following functions:

1. To prepare and send to the Chairman the meetings agenda;
2. To arrange for the convening for the Board meetings, giving information to the Directors, and potential participants, about the location, date, time and agenda;
3. To submit, within 5 working days before each meeting, supporting information to the matters that will be decided, so that each Director can learn about these issues and be adequately prepared for a successful cooperation in the debates, and
4. To be a secretary at the Board meetings, assisting the Chairman in organizing meetings, preparing the minutes with the resolutions adopted, which will be distributed to all Board members after each meeting, as soon as written.
   
   
   

BOARD OF DIRECTORS’ COMMITTEES
9.1. In order to ensure the best possible contribution from the Board members, on the various matters of their competence, the Board may establish committees or working groups with defined objectives. The Committees created directly by the Board shall:

1. Adopt charters approved by the Board; 
2. Be composed exclusively of effective or substitute members of the Board; 
3. study the issues of their responsibility and submit proposals to the Board. The material needed to be reviewed by the Board, should be available along with the voting recommendation, any Director may request additional information if necessary.
   

BOARD OF DIRECTORS’ BUDGET
10.1 The Board will have, as part of the Company’s annual budget, its own budget to face its administrative expenses necessary to carry on its works and of its Committees, according to the Company established policies.



EVALUATION OF THE BOARD OF DIRECTORS
11.1 Annually, the Board will conduct a formal self-evaluation, as well as check the its Committee evaluations.


AMENDMENTS TO THE CHARTER
12.1 This charter can be revised whenever the majority of its members decide it is appropriate.

1. REGULATION

1.1. The responsibilities, competencies and duties of the Personnel, Governance and Nominating Committee
Charter (“Committee”) of Duratex S.A. (“Company”) are defined and established in this Charter.

2. OBJECTIVES

2.1. The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company (“Board”) and aims to:

(i)  promote, monitor and approve the procedures for setting and reviewing the Vision, Mission and Values of the Company;
(ii) review and approve the desired elements in the Company’s culture;
(iii) analyze and approve the Company’s Corporate Governance structure, the succession process of its directors and remuneration and employees development policy, and
(iv) ensure the existence and maintenance of a Human Resources Policy and Plan(s), resulting in a cohesive, skilled and high performance of its employees.

3. COMPOSITION

3.1. The Committee will consist of at least 3 (three) and maximum of 6 (six) members selected by the Board among its members, who shall designate one as Chairman.

3.2. The Committee members are subject to the same duties as the Board Directors, defined in the Art. 6 of the Board Charter.

3.3. The Chairman and Chief Executive Officer will be permanent guests at the meetings of the Committee.

3.4. The function of the Committee members can not be delegated.

3.5. The election of its members will occur at the Board Meeting that is elected the Directors of the Company and the mandate will be for 1 (one) year, reelection being permitted.

3.6. In the event of vacancy in the Committee, the Board shall choose a replacement within 30 (thirty) days.

3.7. It is forbidden to members of the committee, directly or indirectly receive any compensation from the Company for the provision of consultancy services, advice or any other that configure impediment or incompatibility with the obligations and responsibilities of a Committee member.

4. OPERATION

4.1. The Committee will meet at least 3 (three) times a year, convened by its Chairman.

4.2. The agenda of the meetings will be circulated to Committee members with a minimum of five (5) working days, with copies to the Board Chairman and the Chief Executive Officer.

4.3. The deliberations of the Committee shall be taken by a majority of its members and will consist on recommendations to the Board.

4.4. The deliberations of the Committee meetings will be recorded in minutes, with copies to the Board Chairman and the Chief Executive Officer.

4.5. Will also be forwarded to the Board Chairman and Chief Executive Officer, copies of the agenda of annual meetings, and all information and studies submitted to the Committee members.

4.6. When considered necessary, the Committee may invite, communicating previously to the CEO, Directors or any of its employees to attend meetings and discuss matters relating to his area.

4.7. The Committee, within its powers, may engage the services of specialists, upon approval of the Board.

4.8. At Board meeting, the Chairman of this Committee, will report the work developed and communicate the relevant facts observed since the last explanationo.

5. ATTRIBUTIONS

5.1. The attributions of this Committee:

5.1.1. Regarding to the basic principles that guide the Company’s action:

(i)  Review and approve the desired elements in the Company’s culture; and
(ii) Promote, monitor and approve the procedures for setting and reviewing the Vision, Mission and Values of the Compan;

5.1.2. Regarding to related parties, in particular, the controlling shareholders:
(i) Propose the policy to be used in potential conflicts of interest situations.

5.1.3. Regarding to the Company’s Governance System:
(i) Conduct periodic evaluations of the corporate areas operation referred in the constitutive documents of the Company and its subsidiaries and recommend improvements.
(ii) Approve the administrative structure of the Company and its subsidiaries, and monitor its operation, including the Board Committees operation.

5.1.4. Regarding to the Company’s Board of Directors:
(i) Define and map the competencies to be included in the profile of the Board member;
(ii) Propose the Board internal charter;
(iii) Structure the evaluation process of its operation;
(iv) Identify and evaluate candidates for the tenure of independent directors; and
(v) Propose the remuneration of Board members

5.1.5. Regarding to the Directorship and other employees of the Company:
(i) Define and map the competencies to be included in the professional profile of the CEO;
(ii) Approve the indication of the names presented by the CEO to constitute the Directorship;
(iii) Establish guidelines (in line with the Vision, Values and the desired results) and approve the performance evaluation process;
(iv) Establish guidelines for the split process of annual goals;
(v) Execute annually the performance evaluation of the CEO, subjecting it to the Council;
(vi) Understand the Directors performance evaluations made by the CEO, subjecting them to the Board;
(vii) Determine the remuneration package of the CEO, with all components (fixed salary, short-term bonus, long-term bonus and indirect benefits);
(viii) Approve the remuneration package of the Directorship other members proposed by the CEO, with all components (fixed salary, short-term bonus,
long-term bonus - stock options - and indirect benefits);
(ix) Approve the Company’s remuneration general policy, with all its components;
(x) Approve the creation and / or modification of stock option plans for executives of the Company, as also to validate the CEO recommendation for the beneficiaries of stock options grants, whose proposals must be submitted to the Board approval;
(xi) Determine the CEO succession plan, being responsible for its deployment, as also evaluate candidates and recommend its approval by the Board;
(xii) Establish guidelines and evaluate the implementation and operation of succession planning for Directors and other executives of the Company;
(xiii) Monitor the internal climate and leadership style in the Company.

6. EVALUATION

6.1. The Committee will conduct, formal and annually, your self-evaluation addressing the activities developed by the Committee during the period, which will be submitted to the analysis of the Board.

7. AMENDMENTS

7.1. This Charter may be revised if a majority of the Committee members understand relevant, whose amendments may be submitted to the analysis and approval by the Board.

1. REGULATION
1.1. The responsibilities, competencies and duties of the Sustainability Committee (“Committee”) of Duratex S.A. (“Company”) are defined and established in this Charter.

2. OBJECTIVES
2.1. The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company (“Board”) and aims to stimulate and create mechanisms to integrate sustainability in the management process of the Company.

3. COMPOSITION
3.1. The Committee will consist of at least 3 (three) and maximum of 5 (five) members selected by the Board among its members, who shall designate one as Chairman.
3.2. The Committee members are subject to the same duties as the Board Directors, defined in the Art. 6 of the Board Charter.
3.3. The Chairman and Chief Executive Officer will be permanent guests at the meetings of the Committee.
3.4. The function of the Committee members can not be delegated.
3.5. The election of its members will occur at the Board Meeting that is elected the Directors of the Company and the mandate will be for 1 (one) year, reelection being permitted.
3.6. In the event of vacancy in the Committee, the Board shall choose a replacement within 30 (thirty) days.
3.7. It is forbidden to members of the committee, directly or indirectly receive any compensation from the Company for the provision of consultancy services, advice or any other that configure impediment or incompatibility with the obligations and responsibilities of a Committee member.

4. OPERATION
4.1. The Committee will meet at least 3 (three) times a year, convened by its Chairman.
4.2. The agenda of the meetings will be circulated to Committee members with a minimum of five (5) working days, with copies to the Board Chairman and the Chief Executive Officer.
4.3. The deliberations of the Committee shall be taken by a majority of its members and will consist on recommendations to the Board.
4.4. The deliberations of the Committee meetings will be recorded in minutes, with copies to the Board Chairman and the Chief Executive Officer.
4.5. Will also be forwarded to the Board Chairman and Chief Executive Officer, copies of the agenda of annual meetings, and all information and studies submitted to the Committee members.
4.6. When considered necessary, the Committee may invite, communicating previously to the CEO, Directors or any of its employees to attend meetings and discuss matters relating to his area.
4.7. The Committee, within its powers, may engage the services of specialists, upon approval of the Board.
4.8. At Board meeting, the Chairman of this Committee, will report the work developed and communicate the relevant facts observed since the last explanation.

5. ATTRIBUTIONS
5.1 Advise the Board in establishing guidelines and principles for sustainable development of the Company and its subsidiaries in their four (4) pillars: social, environmental, economic and within the best practices of corporate governance.
5.2. Monitoring the development and implementation of environmental actions in the short, medium and long term.
5.3. Evaluate the guidelines and policies that discipline the management of main environmental and social risks, supporting the Audit and Risk Management Committee in the effective supervision of the controls used for their mitigation.
5.4. Analyze and approve policies relating to environment and social responsibility.
5.5. Advise in the analysis of main topics of the annual sustainability report.
5.6. Advise and recommend the main social actions implemented by the areas aiming the economic and social development of local communities.
5.7. Ensure, along with the Directorship, wide disclose to the interested public - external and internal - of material information relating to the Company.
5.8. Evaluate and recommend membership to any agreements, national or international, related to sustainability.
5.9. Monitor and anticipate trends in sustainability global issues, such as those related to climate change issues, checking, monitoring, and evaluating products, technologies and industry process in which we operate and proposing actions or guidelines that reduce the exposure risks of the Company, when appropriate.
5.10. Evaluate new investments and partnerships from the perspective of operational sustainability and reducing the operational execution risk.
5.11. Analyze the scope of the company's operation, regarding the economic, social and environmental impacts on the communities where it operates and to propose actions to strengthening ties in the locations where the operations surrounds.

6. EVALUATION
6.1. The Committee will conduct, formal and annually, your self-evaluation addressing the activities developed by the Committee during the period, which will be submitted to the analysis of the Board.

7. AMENDMENTS
7.1. This Charter may be revised if a majority of the Committee members understand relevant, whose amendments may be submitted to the analysis and approval by the Board.

1. REGIMENTO
1.1. The responsibilities, competencies and duties of the Audit and Risk Management Committee (“Committee”) of Duratex S.A. (“Company”) are defined and established in this Charter.

2. OBJECTIVES
2.1.      The Committee is a collegiate body of advice and guidance established by the Board of Directors of the Company (“Board”) and it’s responsible for:

1. overseeing the process of internal controls and the management of risks inherent to the activities of the Company and its subsidiaries, as well as the work undertaken by Internal and External Audits; and
2. assess the quality and integrity of financial statements.

3. COMPOSITION
3.1.      The Committee will consist of at least 3 (three) and maximum of 7 (seven) members selected by the Board among its members, who shall designate one as Chairman.

3.2. The Committee members are subject to the same duties as the Board Directors, defined in the Art. 6 of the Board Charter.

3.3.The Chairman and Chief Executive Officer will be permanent guests at the meetings of the Committee.

3.4. The function of the Committee members can not be delegated.

3.5. The election of its members will occur at the Board Meeting that is elected the Directors of the Company and the mandate will be for 1 (one) year, reelection being permitted.

3.6. In the event of vacancy in the Committee, the Board shall choose a replacement within 30 (thirty) days.

3.7. It is forbidden to members of the committee, directly or indirectly receive any compensation from the Company for the provision of consultancy services, advice or any other that configure impediment or incompatibility with the obligations and responsibilities of a Committee member.

4. OPERATION
4.1. The Committee will meet at least 4 (four) times a year, convened by its Chairman.

4.2. The agenda of the meetings will be circulated to Committee members with a minimum of five (5) working days, with copies to the Board Chairman and the Chief Executive Officer.

4.3. The deliberations of the Committee shall be taken by a majority of its members and will consist on recommendations to the Council.

4.4. The deliberations of the Committee meetings will be recorded in minutes, with copies to the Board Chairman and the Chief Executive Officer.

4.5. Will also be forwarded to the Board Chairman and Chief Executive Officer, copies of the agenda of annual meetings, and all information and studies submitted to the Committee members.

4.6. With a view to better perform its duties, the Committee will schedule and previously report to the CEO, meetings with members of the Board or any other employees of the Company, with the Independent Audit firm and with the responsible by Internal Audit, at least quarterly. These meetings will aim to discuss policies, practices and procedures adopted by the various segments and check, if any, compliance with its recommendations or clarification of their questions.

4.7. The Committee, within its powers, may engage the services of specialists, upon approval of the Board.

4.8. Quarterly, in the Board meeting that analyze the financial statements and the Company's results, the Committee, through its Chairman, will report the work developed in the period, and communicate the relevant facts observed.

5. ATTRIBUTIONS
5.1. With regard to the systems of internal controls and risk management:

1. (i)      Discuss with the directorship in charge, the strategy used by the Company regarding the level of exposure and tolerance to risks inherent in its activities, including but not limited to the following risks:
   (i.1)   Market Risks (substitute products, aging lines, etc.);
   (i.2)   Operations Risks (operational stops, quality of preventive maintenance, fire fighting management, etc.);
   (i.3)   Credit Risks;
   (i.4)   Environmental risks, including those associated with climate change (exploration of natural resources, regulatory risks, adequacy of products, etc.) and
   (i.5)   Legal Risks

2. Monitor the compliance with the guidelines established by the Board in order to ensure the control structure and risk management effectiveness.

3.      Discuss, analyze and monitor systems of risk measuring and exposure limits or mitigating controls established by the Board.

4. Analyze the risks inherent in new business and / or products developed.

5. Discuss and analyze with the directorship in charge, guidelines and policies governing the risks management.

6. Evaluate the effectiveness of internal controls and the process and structures for risk management of the Company and its subsidiaries.

7. Recommend to the Board and Chief Executive Officer the correction or improvement of practices and procedures when identified risks that can be mitigated within the remit of the Committee.

8. Determine to the Internal Audit, when deemed necessary, independent verifications aimed at measuring the effectiveness of risk management.

5.2. With regard to the financial statements:

1. Review prior to disclosure, the Company's financial statements, also included, the accounting notes, the management report and the Independent Auditing report.

2. Analyze, together with the Independent Auditors in respect of the financial statements: accounting principles and criteria used, the formation of the main provisions; methods of risk evaluation and its results; the main risks, changes in the scope eventually happened in the work of the Independent Audit; relevant deficiencies, if found, main failures of internal controls; effects of external factors (economic, regulatory, sector, social and environmental) in financial reporting and auditing process. The transparent disclosure of financial statements is in major topic of discussion.

3. Analyze, together with the Independent Auditor, alternative methods of accounting treatment, if any, its effects on the financial statements and the criteria for disclosure and also the accounting treatment advised by the Independent Auditing firm.

4. Act on the solution of divergences between the Independent Audit firm and Directorship, regarding the financial statements and financial reports.

5.3. With regard to the Internal and External Audits

1. Forward to the Board the recommendation of the firm to be contracted to provide services of Independent Auditing.

2. Define and disclose annually, according to the rules of the Federal Accounting Council, the list of services that can not be provided to the Company by the firm responsible for auditing the financial statements, because they affect their independence and / or objectivity. Also disclose and establish services whose hiring is already pre-approved, and those others who must first be submitted for approval by this Committee.

3. Proceed annually a formal evaluation of Internal and External Audits, analyzing mainly, aspects relating to quality, objectivity, independence and effectiveness of the work.

4. Meet, discuss and monitor the plan and scope of work to be developed by the External Audit.

5. Supervise the operation, planning and results of the audit work and the technical skills of the Internal Audit staff.

6. EVALUATION
6.1. The Committee will conduct, formal and annually, your self-evaluation addressing the activities developed by the Committee during the period, which will be submitted to the analysis of the Board.

7. AMENDMENTS
7.1. This Charter may be revised if a majority of the Committee members understand relevant, whose amendments may be submitted to the analysis and approval by the Board.

It aims for guaranteeing the competitiveness, quality, safety, legality, environmental responsibility and continuous
relationship improvement with suppliers.

Principles:

• • Promote competition in equal opportunities terms between suppliers of goods and services through the fulfillment of a qualification process, technical requirements, organizational, social and environmental responsibilities;
• • Instigate suppliers’ competitive advantages through objective, honest and clear criteria;
• • Ensure the segregation and traceability of duties in several operational phases and decision making processes as a means to ensure transparency;
• • Be adherent to the principles stated at the “Code of Ethics and Conduct”, internal rules and follow the applicable laws to its activities;
• • Ensure an ethical and transparent approach in suppliers management following ILO Conventions and the 10 Global Compact Principles;
• • Promote, along with  critical suppliers, their engagement into social and environmental friendly responsibility along with the dissemination of Sustainability principles;
• • Ensure structured managerial processes defined by economic and social and environment criteria for suppliers management;
• • Ensure that the established purchasing process support the integrity of operations;
• • Ensure that the  suppliers’ application and contract data will be used only for its means;
• • Accomplish the requirements and obligations as established in Contracts and/or Purchasing  Orders;
• • Maintain an open suppliers’ relationship channel to manage the principles applied to this Policy.

It aims to establish guidelines to be observed in the process of the Company´s Risk Management,in order to
facilitate the identification, valuation, prioritization and management of the business risk.

1. Principles:

Existence of Risk Management Process

• • To ensure the existence of a structured process of risk management as a contribution to sustainability of its operations and value creation for its stockholders;
• • To support in the identification, monitoring and risk communication to the various parties involved;
• • To integrate technology, processes and people, as well as to observe the best practices of existing Corporate Governance, to ensure the quality and transparency of information;
• • To have a formal methodology, recognized by the Company and the market, also to meet the demands of external stakeholders and regulators;
• • To consider all business processes and support company;

Identification and Evaluation of Business Risk

• • Identify and keep updated the list of major business risks, internal and external, to which it is exposed, written in a common language that permeates the entire Company;
• • To continuously evaluate each risk and vulnerability aspects of occurrence and financial impact on the businesses, to allow the priority for treatment;
• • Business Risk Treatment and Monitoring;
• • Set the treatment type to be adopted to each risk (examples: avoid, mitigate, share or accept) from the degree of risk appetite of the Company;
• • Accompany constantly each business risk, through independent valuations, risk indicators and implementation of plans of action;
• • Management Risk Communication;
• • Communicate, clearly and directly to all interested parties, the results of all management risk process stages, contributing for agreement of the current situation and effectiveness of action plans;

2. Responsabilities:

Board of Directors

• • Approve formally the Company´s Risk Management Policy, as well further future revisions;
• • Approve the appetite degree of Company´s risk, as well the treatment type to be adopted;
• • Audit and Risk Management Committee;
• • Approve the methodology to be used to conduct the Risk Management process;
• • Accompany systematically risk management aim to ensure its efficacy and to accomplish its purposes;
• • Report to the Board of Directors the valuations results of business risk, as well as the accomplishment stage of actions for its treatment;

Audit and Risk Management

• • Define the methodology to be used for conduct the process of Risk Management;
• • Evaluate the inherent risk to Company´s operation considering its relevance and probability of occurrence;
• • Validate the professional risk managers;
• • Propose mitigation actions to be adopted to identify risk from its degree defined by the Company;
• • Accompany the pan actions accomplishment;
• • Consolidate the valuation of Company´s risk through elaboration of periodical report, and report them to Executive Director;
• • To aware the Managers about the management risk importance and the responsibility inherent to each collaborator;
• • Contribute to the definition of scope and internal audit´s comprehend on works related to risks;

Risk Manager:

• • Communicate immediately risks no mapped, either new or no identified previously;
• • To monitor the risks under the responsibility;
• • Support the managements of process in the action plans definition necessaries to treatment of risks;
• • Assure the implementation of action plans defined to risks treatment under the responsibility;

Process Manager:

• • Contribute to the activities of identifying and evaluating of risks inherent to the business process under the responsibility;
• • Manage the risks inherent to the processes of business under the responsibility, in order to keep them in a acceptable exposure level;
• • Implement the action plans defined for treatment inherent risks;
• • Communicating about new risks inherent in its processes and are not part of the risk relations business Company;

1.   GENERAL PRINCIPLES

1.1 Scope - The Policy establishes guidelines and procedures to be followed by the Company and persons related thereto, for the trading of securities issued by the Company, or related thereto, and for the dissemination of the information provided in items 5 and 6 below, in terms of CVM Instruction 358, dated January 3, 2002, ensuring transparency of the negotiation to all interested parties, without privileging some over others.

1.2.  Administration of the POLICY - The Director of Investor Relations of the General Administration of the POLICY.

1.3. Disclosure and Trading Committee - It is for the Disclosure and Trading Policy Committee, regarding the POLICY:

a)   advise to the Director of Investor Relations;

b)   continuously assess its relevance and propose relevant changes;

c)   decide on any questions of interpretation of its text;

d)   determine the actions necessary for its publication and dissemination;

e)   regulate the accessions;

f)    evaluate and decide on cases of violation;

g)   reviewing official inquiries from regulators and self-regulatory and prepare their responses;

h)   propose solutions for unforeseen and exceptional cases.

1.3.1.   In addition to the Investor Relations Director, the Disclosure and Trading Committee shall consist of five (5) persons appointed annually by the Board of Directors from among the members of the Board itself and the Board of Duratex SA and will meet whenever called by the Director of Investor Relations.

1.4. Approval or Change of the Policy - The POLICY can not be approved or changed pending the act or fact is not disclosed.

2.    PERSONS UNDER THE POLICY

2.1. List of persons subject to the POLICY - are persons subject to this policy:

a) the controlling shareholders, direct or indirect, directors, members of the Board of Directors, the Supervisory Board and any bodies with technical or advisory, created by statutory provision;

b) members of statutory bodies of companies in which the Company is the only controller;

c) managers who leave the Company's management or business administration in which the Company is the only controller, for a period of six months from the date of removal;

d) whoever, by virtue of position, function or position in the Company, its parent, subsidiaries or affiliates, has knowledge of relevant information;

e) those who have commercial, professional or trust with the Company, such as independent auditors, securities analysts, consultants and institutions comprising the distribution system;

f) the spouse or partner and any dependent included in the annual income tax of restricted persons referred to in letters "a", "b" and "c" of this subsection.

2.1.1.   The following are the restricted persons:

a)   companies or other institutions or entities that people prohibited from trading in order to participate in decisions that may influence trading in securities of the Company;

b)   any entity directly or indirectly controlled by restricted persons;

c)   anyone who has had access to information concerning the act or fact through any of the persons prohibited from trading.

3.    RESTRICTIONS ON TRADING

3.1.   Restrictions on trading before and after the material act or fact - The Company and the restricted persons (subsection 2.1) may not trade in securities issued by the Company or related thereto, from the date of science and to (inclusive) the completion of the session immediately following the disclosure of the act or fact to the market.

3.1.1.     The Director of Investor Relations will keep the prohibition in subsection 3.1, as well as holding of the session immediately following the dissemination of relevant information, whenever, in its discretion, trading with the securities would adversely affect the Company's shareholders or itself.

3.2.   Exceptional Trading Periods Sealed (black-out period) - The Investor Relations Director may, regardless of justification or the existence of facts not yet disclosed, lay down periods in which restricted persons may not trade in securities issued the Company, or related thereto. Persons prevented shall maintain the confidentiality of such periods.

3.2.1.   The Investor Relations Director may include black-out period in the negotiations provided for in their own policies mentioned in subsection 4.1.

3.3. Other Assumptions of Prohibition of Trading - It will also be prohibited, except within the framework of the program to grant stock options to purchase shares:

3.3.1.   Controlling shareholders, direct or indirect, directors, members of the Board and other statutory boards:

a)    the purchase of securities issued by the Company, or related thereto, the same day that the Company, its subsidiaries, affiliates or other companies under common control, sell treasury shares, or has been granted an option or mandate for the same purpose;

b)   the sale of the same values ​​on the same day that the Company, its subsidiaries, affiliates or other companies under common control, purchasing treasury shares, or has been granted an option or mandate for the same purpose.

3.3.1.1.     The control for such operations do not occur on the same day should be done by Itaú Corretora de Valores S.A.

3.3.2.   Restricted persons:

a) the acquisition of securities issued by the Company earlier than 180 (one hundred eighty) days from the last sale held on the Stock Exchange or OTC market, or

b) the sale of securities issued by the Company earlier than 180 (one hundred eighty) days from the last purchase made ​​on the Stock Exchange or OTC market.

3.3.2.1.    The Investor Relations Director may, after consultation with the Disclosure and Trading Committee, and in individual cases, reduce this period, subject, in any case, the provisions of subparagraphs 3.4.1 and 3.4.2.

3.3.3.     Restricted persons, negotiation, whenever there is an intention to promote incorporation, total or partial split, merger or reorganization of the Company.

3.4. Restrictions on trading before and after the disclosure of financial statements of the Company - The prohibition applies to trading as well:

3.4.1.   Within 15 (fifteen) days prior to the disclosure and to (and including) the holding of the session immediately following the disclosure: (i) of the quarterly information (ITR) and annual (DFP), or (ii) the announcement that the offer for available to shareholders as Annex A. In the event that preliminary financial information is disclosed or anticipated by the Company, the seal to trading provided herein shall terminate upon completion of the trading day immediately following the disclosure;

3.4.2.   In the period between the decision by the competent corporate body, to increase the share capital, dividends, stock dividends or their derivatives or approve a split, and the publication of the notices or announcements.

3.5. Sealing the Treasury Acquisition - The Company may not acquire treasury shares in cases provided for in items 3.1 and 3.4

3.5.1.   The Board of Directors of the Company will be unable to deliberate the purchase, or sale of shares of the Company, if it has been entered into any agreement or contract for the transfer of control of the Company, or if an option or mandate for the same purpose, and whether there is an intention to promote incorporation, total or partial split, merger or reorganization, and while the transaction is not made ​​public by publication of material fact.

3.6. Prohibition of the rental stock - The Company and the restricted persons may not act in the market for securities lending (called "rental stock") issued by Duratex SA, whether as donors or as makers of the loan.

3.7. Hypotheses authorized trades - The seal contained in this POLICY does not apply, subject to the prohibition in subsection 3.4.1:

3.7.1.   The acquisition of shares held in treasury, through private negotiation, under the plan to grant options to purchase shares approved at a general meeting;

3.7.1.1.    As to the sale to the authorized limit of the securities acquired in accordance with the plan to grant stock options to purchase shares approved at a general meeting, since the date of exercise of such options.

3.7.2.   The exercise of preemptive rights to subscribe, relating to shares previously acquired;

3.7.3.   Private negotiations between the restricted persons (subsection 2.1), understood as such those held outside the stock exchange and OTC.

4.    RIGHTS AND DUTIES OF RESTRICTED PERSONS TO TRADE

4.1. Proprietary trading policy - The restricted persons may indicate very detailed negotiation policy (Proprietary Policy) subject to the restrictions contained in subsection 3.4.1 and where appropriate, 3.2.1. These people strictly abide by this Proprietary Policy.

4.1.1.   The policy itself will last at least 6 (six) months and will be filed with the Company 15 (fifteen) days before the first negotiation and forwarded immediately to the Director of Investor Relations.

4.1.1.1.    In Proprietary Policy the applicant shall indicate, approximately, the amount of resources to be invested, or amount of securities issued by the Company or related thereto, to be negotiated during the period of its duration, and notify the General Counsel all trades made ​​within five (5) days of their occurrence.

4.1.1.2.    The General Counsel will maintain specific and individualized control of all own policies and will communicate to the Director of Investor Relations, based on information provided in subsection 4.1.1.1, the cases of non-compliance.

4.1.1.3.    The Policy itself may not be filed or modified pending the act or fact that the person has knowledge, or even during the 15 (fifteen) days prior to the disclosure of the ITR and DFP forms.

4.1.1.4.    The Director of Investor Relations may refuse to file in the Company of the propose policies that are contrary to the POLICY or the law.

4.1.2.   The General Counsel shall notify the policy itself, when required, the BM&FBOVESPA, if applicable, CVM and the stock exchanges and other entities organized OTC market, in which the Company's securities are traded.

4.2. Duties of persons prohibited from trading - In addition to observing the seals to negotiation, restricted persons (subclause 2.1) shall:

4.2.1.   Maintain confidentiality of information relating to the act or fact of the Company and not use them for the purpose of obtaining an advantage, to themselves or others in the securities market, ensuring that subordinates and third parties keep their trust and confidentiality of such information are not used them;

4.2.2.   Use exclusively, Itaú Corretora de Valores S.A for the trading of securities that deals with the POLICY. To do so, shall be transferred to any such broker open positions involving securities issued by the Company that such persons prohibited from holding other securities brokers within 60 (sixty) days after publication of the POLICY or the possession of office.

4.2.2.1.     Assuming that the intermediation is not be available in the brokerage house mentioned in subsection 4.2.2, restricted persons above may exceptionally operate through another broker, if he has obtained the prior approval in writing by the Director of Investor Relations.

5.    DISCLOSURE OF INFORMATION ON TRADING BY MANAGEMENT AND RELATED PERSONS

5.1. Object - The directors, members of the Board, the Tax Council and any bodies with technical or consultative functions of the Company, created by statute, to notify the General Counsel who, in turn, must notify the CVM, the BM&FBOVESPA and, if applicable, the stock exchanges and other entities of the counter market where the securities issued by the Company are traded, the ownership and dealings in securities issued by the Company or its subsidiaries or open parent companies, or related thereto, including derivatives.

5.1.1.  The communication will take the form of the "Statement of Shareholdings", annex B, and should be done on the first business day after the inauguration of the person in charge, or within five (5) days after each trade.

5.1.2.   The restricted persons mentioned in subsection 5.1. shall indicate, in the declaration mentioned in subsection 5.1.1, securities that are owned by the spouse from whom they are not legally separated, companion (a) any dependent included in their annual income tax, as well as companies controlled directly or indirectly by such restricted persons, including those contained in the letter "a" of subsection 2.1.1, if applicable.

6.    DISCLOSURE OF INFORMATION ON ACQUISITION AND SALE OF A RELEVANT PARTICIPATION AND ON TRADING

6.1. Object - Any natural or legal person or group of people acting jointly or representing the same interest, to achieve a direct or indirect, corresponding to 5% (five percent) or more of the type or class of shares of capital of the Company will send to the Company, which in turn, will send to the CVM, the BM&FBOVESPA and, if applicable, the stock exchanges and other entities of the OTC market in which the Company's securities are traded, a statement containing the information required in Annex C of the POLICY.

6.1.1.   They are also obliged to disclose the same information the person or group of people representing the same interest, equity securities equals or exceeds the percentage referred to in subsection 6.1, each time such participation increases by 5% (five percent) of type or class of shares of capital stock of the Company.

6.1.2.   The obligations written in items 6.1 and 6.1.1 are also extended to the acquisition of any rights over the shares, warrants, options to purchase shares, subscription rights to shares and convertible debentures.

6.1.3.   The persons mentioned in subsection 6.1. shall also inform the disposal or cancellation of shares and other securities mentioned in item 6, or rights thereto, each time the holder to participate in the type or class of securities in question reaches the percentage of 5% (five percent) of the total of this type or class and each time that such participation is reduced by 5% (five percent) of total species or class.

6.1.4.   In cases where the acquisition results or have been made in order to change the composition of the control or management 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 should, also, promote the publication of notice by the press, containing the information required in Annex C.

6.1.5.   The communications referred to in item 6 should be made immediately after the events provided herein to General Counsel.

7.    COMPLIANCE WITH THE POLICY

7.1. Form of Accession and Responsible Agency - The restricted persons (subsection 2.1) will join the Policy by signing himself, see Annex D, at the time of hired, promoted or transferred, in which they declare they know all the terms of the POLICY and undertake to observe them.

7.1.1.   The Disclosure and Trading Committee shall indicate, for each of the Executive Directors of the Company, the positions that are subject to adherence.

7.1.2.   The Executive Directors Office responsible for the operation or business that can give rise to acts or relevant facts indicate additional employees and others who shall join the POLICY.

7.1.3.   The Disclosure and Trading Committee will define the guidelines for membership of restricted persons referred to in the letter "e" of subsection 2.1. in the POLICY. Once set such guidelines, non-adherence of the people who would be subject to accession will depend on the consent of the Disclosure and Trading Committee, and when duly proved that the service in question has a policy of negotiation itself, with limitations for use of information relevant to the trading of securities that are compatible with those laid down in politics, or in the absence of such a policy itself, other mechanisms of corporate governance at the discretion of the Disclosure and trading, to ensure the non-use of relevant information of the Company to trading of its securities.

7.1.4.   The membership should occur after the disclosure of internal POLICY.

7.1.5.   The General Counsel will provide the membership of members of statutory elective office, the controlling shareholders and other persons appointed under this POLICY.

7.1.6.   The General Counsel will maintain a central and updated of all the people who adhere to the POLICY and will be responsible for making this list available to the competent authorities, when requested by the latter.

8.    POLICY VIOLATION

8.1. Penalties - Failure to comply with the POLICY will subject the violator to disciplinary sanctions, according to internal rules of the Company and provided for herein, without prejudice to administrative sanctions, civil and criminal sanctions.

8.1.1.   It is up to the Disclosure and Trading Committee, assisted by the General Counsel of the Company, to investigate cases of violation of policy, observing the following

a)   Restricted persons referred to in letters "a" and "b" of subsection 2.1 shall be subject to the sanctions decided by the Board of Directors of the Company, after finding and referral by the Disclosure and Trading Committee.

b)   Restricted persons referred to in the letter "d" of subclause 2.1 shall apply the sanctions provided in the Company's internal rules;

c)   The violation by any of the restricted persons referred to in the letter "e" of subsection 2.1 characterized as breach of contract, entitling the Company, without cost, to terminate his contract and demand payment of the penalty set forth therein, without prejudice to the damages.

8.1.2.   The Disclosure and Trading Committee shall inform the Board of Directors about any violations.

8.2. Notice of Violation - Any person who complies with POLICY and aware of their violation must, forthwith, report it to the Disclosure Committee and Negotiation.

9.    VALIDITY OF POLICY

This POLICY is valid until the first meeting of the Board to be held after the General Assembly of 2014.

______________________

 

ANNEX A

CALENDAR FOR THE YEAR 2012

COVERS RESTRICTED PERIODS FOR TRADING SECURITIES OR RELATED
 THERETO ISSUED BY DURATEX SA, ARISING OUT OF
PERIODIC EVENTS (DFP / ITR)

BODY	EVENT	RESTRICTED PERIODS FOR TRADING
DURATEX S.A.	Balance/DFP 12.31.2011	from 02/02/2012 to 02/17/2012
	1Q12 Earnings Release (ITR )	from 04/11/2012 to 04/26//2012
	2Q12 Earnings Release (ITR )	from 07/12/2012 to 07/27/2012
	3Q12 Earnings Release (ITR )	from 10/10/2012 to 10/25/2012
Ita	Balance/DFP 12.31.2011	From  01/23/2012 to 02/07/2012
		From 02/14/2012 to 02/29/2012
ITAÚSA	1Q12 Earnings Release (ITR )	From 04/09/2012 to 05/04/2012
	2Q12 Earnings Release (ITR )	From 07/09/2012 to 08/07/2012
	3Q12 Earnings Release (ITR )	From 10/08/2012 to 10/30/2012

ANNEX  B

INDIVIDUAL FORM

Trading Management and Related Persons - Article 11 - CVM Instruction No. 358/2002  

 

In .....( month / year)

(    ) Only the following transactions in securities and derivatives, in accordance with Article 11 of CVM Instruction 358/2002.(1)
(    ) There were no transactions with securities and derivatives, in accordance with Article 11 of CVM Instruction 358/2002, and I hold the following positions in securities and derivatives.

Company Name:
Name:						CPF/CNPJ:
Qualification:
Opening Balance
Security/ Derivative	Characteristics (2)				Amount			% participation
								Same type/ Class	Total
Transactions in the month
Security/ Derivative	Characteristics (2)	Inter-mediaries	Operation	Day	Amount		Price		Volume (R$) (3)
			Buy
			Total Purchase
			Sell
			Total sale
Ending Balance
Security/ Derivative	Characteristics (2)				Amount			% participation
								Same type/ Class	Total

 

Name of Parent Company:
Name:						CPF/CNPJ:
Qualification:
Opening Balance
Security/ Derivative	Characteristics (2)				Amount		% participation
							Same type/ Class	Total
Transactions in the month
Security/ Derivative	Characteristics (2)	Inter-mediaries	Operation	Day	Amount		Price	Volume (R$) (3)
			Buy
			Total Purchase
			Sell
			Total sale
Ending Balance
Security/ Derivative	Characteristics (2)				Amount		% participation
							Same type/ Class	Total

 

Name of Susidiary:
Name:							CPF/CNPJ:
Qualification:
Opening Balance
Security/ Derivative		Characteristics (2)				Amount		% participation
								Same type/ Class	Total
Transactions in the month
Security/ Derivative		Characteristics (2)	Inter-mediaries	Operation	Dia	Amount		Price	Volume (R$) (3)
				Buy
				Total Purchase
				Sell
				Total sale
Ending Balance
Security/ Derivative	Characteristics (2)					Amount		% participation
								Same type/ Class	Total

1. When completing the form, delete lines that contain no information.
2. Issue / Series convertible, simple terms, guarantees, type / class, etc.
3. Quantity times price.


ANNEX C

DECLARATION

 

I, ..................( name and qualification) ............................................. as a............................... DECLARE, pursuant to the discipline of Instruction No. 358/02 of the Securities and Exchange Commission, which............... (acquired / sold shares / other securities or rights over shares / other securities, specify type and class, if applicable) issued by Duratex SA and...................( achieved / increased or decreased / eliminated)................ on ....... (5 or +) ..........% my participation  ............... (direct or indirect), corresponding to   ....................... (shares / other securities or rights over these shares / other securities –) .................. epresenting the capital of DURATEX S.A., as described below:

I – Purpose of my participation and the desired quantity (if any, declaring that the acquisition does not intend to change the composition of the control or management structure of the Company):
..............................................................................................................................................................................................................................................................................................

II – Number of shares, warrants and rights to subscribe for shares and options to purchase shares, by species and class, already held, directly or indirectly, by me or a person related to me:
..............................................................................................................................................................................................................................................................................................

III –   Number of convertible debentures already held, directly or indirectly, by me or a person related to me (to explain the amount of shares subject to possible conversion, by type and class):
...............................................................................................................................................
...............................................................................................................................................

IV –   Indicate any agreement or contract governing the exercise of voting rights or the purchase and sale of securities issued by the Company:
..............................................................................................................................................................................................................................................................................................

Assume, moreover, committed to immediately report to the Director of Investor Relations positions in any change now informed that represent increased or decreased by 5% of my participation

São Paulo........., Date .................. Year ............
_____________________________

 

ANNEX D

TERM OF AGREEMENT FOR EMPLOYEES

 

.....................................[ name, nationality, marital status, occupation, social security number. RG, address and telephone] .............................................,  the undersigned, as ............................ of DURATEX S.A., adheres to the POLICY FOR TRADING SECURITIES ISSUED BY DURATEX S.A., of which this Act receives a copy. Hereby acknowledges the terms and undertakes to fully comply therewith. Declares also be aware that the dates set out in Appendix A shall be determined annually.

São Paulo, .......... Date  ................... Year ..........

_____________________________

 

TERM OF AGREEMENT FOR PARENT COMPANY AND MANAGEMENT

 

.....................................[ name, nationality, marital status, occupation, social security number. RG, address and telephone] .............................................,  the undersigned, as............................ of DURATEX S.A., adheres to the POLICY FOR TRADING SECURITIES ISSUED BY DURATEX SA, which receive a copy of this act, hereby acknowledges the terms and undertakes to fully comply therewith. Declares also be aware that the dates set out in Annex A will be set annually and that any sanctions for breach of that policy will be decided by the Board, after investigation and referral by the Disclosure and Trading Committee.

São Paulo, .......... Data  ................... Year ..........

____________________________

 

TERM OF AGREEMENT FOR THIRD PARTIES

 

.....................................[ name, nationality, marital status, occupation, social security number. RG, address and telephone] .............................................,  the undersigned, as............................ of DURATEX S.A., adheres to the POLICY FOR TRADING SECURITIES ISSUED BY Duratex SA, which receive a copy of this act, hereby acknowledges the terms and undertakes to fully comply therewith. Declares also be aware that the dates set out in Appendix A shall be determined annually and that any violation to this policy a contractual default, the Company may, at no cost, terminate the contract that gave rise to this membership and demand payment the penalty set forth therein, without prejudice to the damages .
.
São Paulo, .......... Data  ................... Year..........
____________________________

POLICY OF TREASURY TRADING

1.    Objective   

This POLICY aims to give greater transparency to the actions of Duratex in the negotiation of shares issued as a way to help raise their standard of corporate governance by defining the scope of activity of the Company's treasury, trading in these securities, and establish responsibilities.

2.    Performance of Duratex Treasury

2.1. Lot Trading: The Treasury of Duratex negotiates only on standard lots

2.2. Exception: In the advent of any partially executed orders are placed, the Treasury is likely to place orders in different lots of the standard, in order to acquaint their balances in multiples of round lot of shares admitted to trading.

2.3. Intermediation in the Securities Trading: Trading of shares by the Company's treasury should be only through the Itaú Corretora. In the event the mediation cannot be performed by this broker, the administrator of the Norm may exceptionally appoint another brokerage house.

2.4. Time of operation of the treasury: The trading of shares in the market cannot be performed in the first 30 (thirty) minutes or within ten (10) last minutes of continuous trading session of trading in which stocks are traded.

2.4.1. Exception: Trading may go beyond the 10 (ten) minutes of trading in exceptional cases where the orders pending execution in continuous session of trading, are included in the auction under Chapter IV of the Manual of Operating Procedures of the BM&FBovespa.

3.    Trading Restrictions

3.1. Trading Policy: The role of Duratex Treasury in the trading of securities issued by it, subject to the Trading Policy.

3.2. Material Acts or facts: The treasury of the Company shall abstain from trading stocks in the market when the material act or fact pending distribution in accordance with CVM Instruction 358/02, until it becomes public through disclosure.

3.3. Dissemination of results: Forbidden negotiation within 15 (fifteen) days prior to the disclosure and until (and including) the holding of the session immediately following the disclosure (i) of the quarterly information (ITR) and annual (DFP), or (ii) that the notice available to the shareholders. In the event that preliminary financial information is disclosed or anticipated by the Company, the seal to trading provided herein shall terminate upon completion of the trading day immediately following the disclosure in accordance with paragraph 3.4.1 of the Trading Policy.

3.4. Periods of restriction or "black out": The performance of the Treasury is subject to the restrictions of activity in the stock market is in force when the period of "black out" in accordance with item 3.2 of the Trading Policy.

3.5. Options Market

3.5.1.  Term: The maturity of the option market, both for buying and for the sale of shares may not exceed 365 (three hundred sixty-five) calendar days of hire date of the operation.

3.5.2.  Ballast: The operations to be performed in the options markets must necessarily be backed by treasury shares, subject to the power mentioned in paragraph 4 of Article 2 of CVM Instruction No. 390/03.

3.5.3.  Counter-Parties: A treasury may not be counter-part in operations in the options market for the Company's management or its subsidiaries, affiliates, drivers or any party to the Trading Policy.

3.5.3.1.  Exception: The Treasury may sell shares to beneficiaries of the Grant of Stock Options Duratex.

3.6. Several decisions of collegiate: The Treasury should refrain from trading stocks in the market during the period between the decision taken by the competent corporate body to increase the share capital, dividends, subsidizing in stocks or derivatives or approve deployment, until the publication of the respective notices or announcements in accordance with item 3.4.2 of the Trading Policy.

3.7. Conflict of interest: The treasury may not be counter-part in the trading of shares in which buyers or sellers are directors of the Company or its subsidiaries, affiliates, drivers or any party to the Trading Policy:

3.7.1.  Exception: exception to 3.6 is the negotiation of private actions in the exercise of stock options, granted under the Stock Option Plan of Action of Duratex, being the vendor of the treasury shares and the beneficiaries of grants, buyers;

3.8. Exercise of options: The Company will not trade the shares in the securities market on the exercise date of options to purchase / sale of shares they hold any of the company's management or directors of subsidiaries, affiliates or subsidiaries under the Plans Granting Stock Options in General Assembly approved the benefit of those administrators:

3.9. Limitation on purchase of shares in the market: The role of the treasury stock trading market will meet the cap of 25% (twenty five percent) of the average daily volume of shares traded on stock exchanges in twenty (20) trading days before. This limit is individual and segmented markets for spot and options. That is, if made an offer to buy on the spot market, the limit applies to twenty (20) trading days preceding that segment of negotiation, regardless of the exchange that the stock is traded, as well as the options market:

3.9.1. Exception: The Treasury will reach 100% (hundred percent) of the average daily volumes set out in item 3.9 in the event facts or political or economic crises and or events that cause high volatility in the stock price and or reduce their level liquidity in the market that is traded, subject to legal limitations of 10% of the shares representing the capital stock, net of shares held by the controlling block;

3.10. Price Trading: The trading price of the shares by the Company shall not exceed the highest price the market is actually being charged on the day of trading, as recorded in the system of trading on that same stock is traded.

4.    Disclosure of Trading

Negotiations of Duratex shares by the Company's treasury will be subject to specific note accompanying the periodic financial statements (ITR and DFP), as applicable legislation.

INDEBTEDNESS POLICY

The Indebtedness Policy is approved by the Board of Directors.

1. Indebtedness Limits – Parameters  

The current indebtedness Limit of the Company must comply with the lesser of the following parameters.

• a) Net Debt / Net Assets < 1.0
• b) Net Debt / Ebitda < 3.0
• c) Net short-term debt / Ebitda < 5.0

2. Available

 The Company must maintain at least, the greater of the following values:

• a) Amount equivalent to 60 days of  consolidated Net Revenue of the last quarter and
• b) Debt service plus dividends and/or JCP (Interest on Capital), forecast for the next 6 months.

 3. Structure of Indebtedness

The Company must exhaust the possibilities of financing to the Official Bodies – BNDES, Banco do Brasil, BDMG and other as Local and State Banks, since their costs are lower to the markets to similar operations.

The reference currency  of each financing will be the Real, rather in CDI (Interbank Deposit Certificate). Therefore, even it taken in Dollars or other currency, the Board of Directors must have to do the SWAP to Real, preferably CDI ( Interbank Deposit Certificate).

4. Limit for Exchange Risk

The consolidated Exchange exposure wich the counterpart is Profit and Loss or Net Assets, cannot exceed to 2% of the Net Assets.

Any operation to adjust the foreign exchange exposure above cannot have a speculative basis.

Its purpose is to reaffirm the commitment of Duratex as a Socially Responsible Company.

1. Principles:

Management

• • Adopt policies and practices designed to prevent, combat and eradicate the degrading work, discrimination in all its forms, bullying and sexual exploitation of children and adolescents;
• • Valuing diversity;
• • Comply with the ten principles of Global Pact of United Nations, Principles of Protection, and Human Rights Defense of United Nations and the fundamental Conventions of OIT ratified by the Brazilian legislation;
• • Comply with the law applicable to its activities, products and services, meet with the voluntary commitments made by the organization;
• • Ensure to employees an integrated transparent and ethical management, respecting the free union association and the right to collective bargaining;
• • Ensure an ethical and transparent relationship with stakeholders;
• • Evaluate and support the development of social policies related to business areas of Duratex;

Continuous Improvement

• • Investing in employees skills development;
• • Encourage the involvement of employees in relation to social responsibility in order to develop a citizen attitude;
• • Prioritize the hiring of new employees and suppliers in the surrounding communities;
• • Encouraging social responsibility through its stakeholders, and developing citizens' attitudes;
• • Establish mechanisms to promote formal commitments by the Company in its value chain and to identify adherence of these in its supply chain;
• • Promote educational, social, cultural and sports investment, preferably in the surrounding communities, aligned to the Corporate Social Investment Policy of Duratex;
• • Establish guidelines for the assessment and management of significant social impacts arising from the activities of Duratex;

Communication

• • Maintain communication channels with stakeholders on environmental aspects and social activities, products and services;
• • Document and publicize the scope and results achieved in serving the social commitments, voluntarily made by the company;

CORPORATE GOVERNANCE POLICY

1. OBJECTIVE

Establish the principles and practices of Duratex Corporate Governance.

2. REGULATORY AND SELF-REGULATORY ENVIRONMENT

2.1 Securities and Exchange Commission (CVM)

Because it is a publicly held company, with shares listed and traded on stock exchange, it is subject to the laws, rules, regulations and instructions issued by the regulator, the Securities and Exchange Commission (CVM).

2.2 Brazilian Corporate Law

Law that is governing accounting firms, classified as “Anonymous Societies”. Duratex is subject to the provisions of Law 6.404. dated 15/Dec/1976 and all subsequent amendments thereto.

2.3 Novo Mercado of BM&FBovespa

Spontaneously, Duratex adhered to the rules, defined in the Listing Rules, to ensure holders of shares greater degree of safety that is provided in Law.  Additional information can be found on BM&FBovespa's website at the link http://www.bmfbovespa.com.br/A-bmfbovespa/publicacoes/folhetos-de-mercado.

2.4 ABRASCA Code of Good Practice and Self-Regulation

Also spontaneously, Duratex joined this code of self regulation based on principles rather than detailed rules. Particular circumstances of each company can justify the existence of other means of achieving good corporate governance. The Code suggests the adoption of a series of principles and practices seen as good governance. Companies who decide not to adhere to the rules to the Code, necessarily, should explain the reason. The Code, therefore, is based on the principle of "act or explain", available at http://www.abrasca.org.br.

2.5 Bylaws

Available at the link /www.duratex.com.br/ri/en/Governance/Bylaws.aspx

2.6 Code of Ethics and Conduct

The role of Duratex is guided by principles that support an organizational culture led to ethics, legality, respect for human beings, repudiation of all forms of discrimination, encouraging personal and professional development and social, environmental and cultural responsibility. To help implement these principles, Duratex has held since 1997 its Code of Ethics, widely disseminated internally, which is periodically updated and aligned with the latest demands. The code of ethics is available on the Duratex website for consultation by any stakeholder who has an interest: www.duratex.com.br/ri/en/Governance/Regulations-Policies.aspx.

2.7 Duratex Mission, Vision and Values

Available at the link www.duratex.com.br/en/Company/MissionVisionValues.aspx.

2.8 Policy of Disclosure of Relevant Act or Fact, Securities Trading Policy, Treasury Trading Policy and Stock Option Plan

Available at the link http://www.duratex.com.br/ri/en/Governance/Regulations-Policies.aspx.

2.9 Norms

The conduct of the activities of the company is still based on the internal rules.

3. ORGANIZATIONAL STRUCTURE

The information is available at the link http://www.duratex.com.br/ri/en/Governance/.

4. BOARD OF DIRECTORS AND ADVISORY COMMITTEES

The Board of Directors shall consist of at least 5 (five) and a maximum of ten (10) permanent Directors, and 20% (twenty percent) of the Board of Directors shall be Independent Directors. Currently, the Board of Directors consists of nine regular members, three being independent.

The Board of Directors instituted the following Advisory Committees:

• •Audit and Risk Management Committee;
• •Personnel Committee, Governance and Nominating Committee;
• •Sustainability Committee;
• •Committee for Evaluation of Transactions with Related Parties (composed only of independent members);
• •Disclosure and Trading Committee (chaired by the IRO).

The committees are chaired by independent members, except the Disclosure and Trading Committee, which follows the specifications of the Policy of Disclosure of Relevant Act or Fact. These policies and regulations of the Board and Committees are available at http://www.duratex.com.br/ri/en/Governance/.

5. RIGHTS OF HOLDERS, OF SHARES ISSUED BY DURATEX

5.1 Participation in Meetings, Voting and Receipt of Dividends

Criteria established in the Bylaws available at http://www.duratex.com.br/ri/en/Governance/.

5.2 Defense Mechanisms in Case of Transfer of Control

Shareholders, who are not members of the control block, are guaranteed to receive 100% of the premium assigned at the time of sale of the Company's control (tag along 100%) by the controller.

5.3 Chamber Market Arbitration

The Company, its shareholders, its Directors and Officers, and members of the Supervisory Board, undertake to settle by arbitration any dispute or controversy that may arise between them, related to or arising, in particular the application, validity, effectiveness, interpretation, breach and its effects, the provisions of the Corporate Law, in the Company's Bylaws, the rules issued by the National Monetary Council, the Central Bank of Brazil and the Securities and Exchange Commission, and other rules applicable to the functioning of capital markets in general, in addition to those listed in Novo Mercado, of the Novo Mercado Participation Agreement and the Regulation of 
Chamber Market Arbitration as defined in Novo Mercado Regulations.

5.4 Communication Channels

In addition to the tool "Contact IR”, available on the Company´s website www.duratex.com.br, for sending news, by e-mail, to the register public, plus dedicated channels to receive suggestions, comments or requests, as follows:

• •Contact us: access the site www.duratex.com.br
• •Investor Relations: investidores@duratex.com.br or (55-11) 3179-7421;
• •Assemblies and Dividends: acionistas@duratex.com.br or (55-11) 3179-7421;
• •Sustainability: sustentabilidade@duratex.com.br;
• •Corporate Governance: governanca.corporativa@duratex.com.br;
• •Products:
  • Deca: deca@deca.com.br or 0800-011-7073 (SAC);
  
  
  • Wood panels: rino.responde@duratex.com.br or 0800-055-7474 (SAC);
  
  
  • Durafloor (Laminated flooring): sac@durafloor.com.br or 0800-770-3872 (SAC).

6. RELATIONSHIP WITH STAKEHOLDERS

In the ordinary course of its business, Duratex strictly follow the principles and values ​​universally accepted, guided by higher ethical sense, rejecting, among others, the practice of discrimination by race, religion, color, sexual orientation and child exploitation and forced labor, forced or compulsory.

In the competitive environment, the search for overcoming the competition is always based on products, services and service superior to those offered by the market.

The practice of bribery, bribes or favors, received or offered, will not be accepted as a way of obtaining advantage outside the scope of the Company´s technical, industrial and commercial skills.

Finally, since these are fundamental principles, the Company expects its peer relationship,
namely, employees, customers, suppliers, service providers, municipal governments, state and federal practice, to adopt and practice for the strengthening of relations and institutions.

POLICY OF COMUNICATION

1. PURPOSE
Establish policy for placement of promotional material, through broadcasting, print media, through pamphlets, call center or electronic media, as well as participation in fairs and events.

2. POLICY OF COMUNICATION
Any material or promotional campaign, in addition to compliance with (s) law (s) effect (s), in particular the Consumer Defense Code (Law 8.078/90), must comply with the following policies:

2.1. Comply with the Code of Ethics and Conduct Duratex;
2.2. Respect the values of the Duratex;
2.3. Use of communication is clear, transparent and true;
2.4. Attend the recommendations of Conar (Council of Advertising Self-regulation) and the Statute of Children and Adolescents in the case of material directed at children or who use this public communication in pieces;
2.5. Not contain the material or message, idea of discrimination in all its forms, degrading work, bullying and sexual exploitation of children and adolescents;
2.6. Respect for the competitor and the practices of free competition;
2.7. Adherence to morals, good customs and local culture in the markets in which present or in which it is conveyed to promotional piece;
2.8. Adjust communication aiming at the full meeting of the audience by means of appropriate language, texts and source compatible;
2.9. Respecting the use of public space and should not be used in unauthorized areas or which may cause inconvenience to the surrounding population;
2.10. Be responsible in case of use of public space, the cleaning and proper disposal of waste generated in the course of your event;
2.11. Perform actions telemarketing, only on weekdays and during office hours;
2.12. Preserve and not to disclose the registration data of customers, suppliers, shareholders, employees and other audiences with whom the Company relates;
2.13. Always prefer, on a par, recyclable materials in the preparation of advertisements;
2.14. Cause, in the subcontracting of third parties, they are adhering to this policy.

3. RESPONSIBILITY
The Marketing Committee is responsible for enforcing this policy with the support of all employees.