Exhibit 4.1


 


Negotiation Policies
of Securities and Disclosure of Statutes or Relevant Facts


 


This instrument, approved by the Board of Directors of Perdigão S.A.,
in a meeting held on July 23, 2002, is governed by Laws no 6,385/76 and
6,404/76, and CVM Instructions no 8/79, 168/91, 202/93, 229/95, 299/99, 358/02,
as well as the Norms for Joining Level 1 of Corporate Governance at the São
Paulo Stock Exchange (Bovespa).


 


I. Definitions:


 


For the purpose of these policies, the following terms are defined as:


 


Issuer – Perdigão S.A., public company, controller of the companies
that comprise the Perdigão group, enrolled under taxpayer number CNPJ no
01,838,723/0001-27, headquartered at Avenida Escola Politécnica no 760, in the
City and State of São Paulo.


 


Statutes And Relevant Facts – all statutes and facts occurred, or with
the possibility of future occurrence, in the ISSUER’S business and/or that of
its subsidiaries, (any decision made by a controlling shareholder, decision
made by a general meeting of the ISSUER’S administrative organs, or any other
facts of a policy/administrative, technical, negotiable or economical/financial
nature) that may influence, in any possible way, the price of the ISSUER’S
securities or those that are linked to them, or influence the decision of
investors to buy, sell or maintain the securities, or influence investors to
exercise inherent rights based on the condition of the ISSUER’S securities or
those linked to them. The CVM Instruction no 358/02 lists, in the sole
paragraph of Article 2, examples of STATUTES OR RELEVANT FACTS.


 


Privileged Information – knowledge of the STAUTES OR RELEVANT FACTS
prior to these statutes or facts are released to the official regulating
organs, such as the Brazilian Securities and Exchange Commission (Comissão de
Valores Mobiliários - CVM), the American Securities and Exchange Commission
(“SEC”) and the Stock Exchanges and, simultaneously, to the shareholders in
general, by means of disclosure or publishing this information by members of
the press.


 


Inequitable Practice – use of PRIVILEGED INFORMATION to gain, in
self-benefit or in that of others, advantages to negotiate securities.


 


Principle Investors – means (i) ISSUER shareholders, controllers or
not, that have any participation, direct or indirect, in the administration of
the ISSUER or its subsidiaries; (ii) the administrators (which includes members
of the Board of Directors, the Directors, statutory or not), the members of the
Audit Committee and members of other organs that hold technical or consulting
positions at the ISSUER or its subsidiaries, created or that are to be created
for statutory reasons; and (iii) employees and executives that have access to
the ISSUER’S relevant information or that of its subsidiaries, regardless of
the position held, or the title of the position which, be it due to the nature
of the work, be it on account of a possible failure in the communication and/or
information system, gain knowledge, through direct or indirect access, of
PRIVILEGED INFORMATION of the ISSUER or its subsidiaries.


 


Related Investors – means (i) the spouses that are not legally
separated, companion, dependents included in a declaration of income tax or
controlled business, of the PRINCIPLE INVESTORS, directly or indirectly (ii)
any person that has knowledge of PRIVILEGED INFORMATION and is aware that this
information has not yet been released to the market, especially those that hold
a relationship of a commercial, professional or trusting nature with the
ISSUER, such as independent auditors, stock analysts, consultants and
institutions of the stock distribution system; and/or (iii) administrators that
leave the administration of the ISSUER or that of its subsidiaries prior to the
public release of business or a deal initiated during his/her term in the
administration, for the period of 6 (six) months after leaving; and/or (iv)
businesses controlled directly or indirectly by the respective PRINCIPLE
INVESTORS.


 


II. Negotiating
Policy:


 


1. Prohibited in
Negotiations in General


 


PRINCIPLE INVESTORS and RELATED INVESTORS are aware that it is illegal
practice and subject to legal punishment to:


 


a) use PRIVILEGED INFORMATION, by means of INEQUITABLE PRACTICE, to
obtain for one’s self, or others, advantages to negotiate securities;


 


b) not use all available efforts to maintain any PRIVILEGED INFOMATION
confidential until it is released publicly, as stipulated in the policy terms
for disclosure of said information in this instrument;


 


c) negotiate ISSUER’S securities or those linked to them prior to the
disclosure of PRIVILEGED INFORMATION or within a period of 15 (fifteen) days
prior to the release of the ISSUER’S quarterly (ITR) or annual information
(DFP, IAN), whose deadlines for release are outlined in the widely published
ISSUER’S Annual Events Schedule.


 


d) negotiate ISSUER’S securities, or those linked to them, with the
intention of promoting incorporation, total or partial spin-off, mergers,
transformations or reorganization of partners.


 

















 


The ISSUER is also prohibited to negotiate its own shares during the
periods outlined in items “a”, “c” and “d” aforementioned.


 


The restriction outlined in item “a” above does not apply to the
acquisition of shares that are held by the treasury, by means of private
negotiation, resulting from the use of a buy option in accordance with the
issuer’s plan for the buy option approved in a general meeting.


 


Controlling shareholders, direct or indirect, Directors and members of
the Board of Directors of the ISSUER and its subsidiaries, also cannot
negotiate the ISSUER’S securities, or those linked to them, whenever the ISSUER
itself is carrying out an acquisition or an alienation of its own [the
ISSUER’S] securities, those of its subsidiaries, those of linked companies or
those of a company in which the ISSUER holds shares, or if an option or mandate
has been issued for the same reason.


 


The PRINCIPLE INVESTORS and the RELATED INVESTORS may inform the
ISSUER, in writing, of their plans for periodic negotiation as investment, or
their programmed withdrawal of investment, in order to obtain more flexibility
to negotiate their shares, so long as the restrictions outlined in the
effective regulations are respected.


 


The restrictions outlined in item 1 are applicable to negotiations
carried out, directly or indirectly, by the PRINCIPLE INVESTORS, even if these
negotiations are carried out for these people by means of (i) companies
controlled by them; and (ii) others with whom a trust agreement or a stock
portfolio is held. Negotiations carried out by investment funds that are comprised
of the aforementioned persons are not considered indirect negotiations, so long
as the investment funds are not exclusive and the negotiation decisions made by
the investment fund manager cannot be influenced by the investors [of these
investment funds].


 


2. Disclosure
Information on Negotiations by Administrators or People Linked


 


2.1. The Directors, members of the Board of Directors or of the Audit
Committee, and any organs holding technical or consulting positions, created or
to be created statutorily, are obliged to communicate to the ISSUER the
quantity, nature (common and/or preferred, when dealing with shares) and the
manner of acquisition of that shares and controlled or controlling companies
(that are public companies), or linked to them, in which they hold stakes, as
well as alterations to their positions. Said communication shall be made in the
format in Annex I. The ISSUER, in its turn, shall send such information
immediately to the CVM and to the Stock Exchanges where the ISSUER’S securities
are traded, advising those to which the information refers of this dispatch.


 


2.2. The Directors, members of the Board of Directors or of the Audit
Committee, and any organs holding technical or consulting positions, created or
to be created statutorily, shall carry out the communication outlined in item
2.1, immediately after the installation and, also within a maximum of 10 (ten)
days after the end of the month in which the alteration of the positions held
by them are verified, showing the position balance in the period. Should any of
the Directors, members of the Board of Directors or of the Audit Committee, and
any organs holding technical or consulting positions, have entered their
positions prior to the date that this instrument became effective, these
persons shall immediately advise the ISSUER, in the format in Annex II, of the
current quantity, nature (common and/or preferred, when dealing with shares)
and the manner of acquisition of that shares and controlled or controlling
companies (that are public companies), or linked to them, in which they hold
stakes, so that the ISSUER can adopt the same procedure outlined in item 2.1.


 


2.3. The individuals outlined in item 2 shall also show the securities
that are owned by their spouse, from which they are not legally separated;
companion; any dependent included in their annual income tax declaration, and
directly or indirectly controlled companies, any alteration in the ownership of
the said securities.


 


3. Disclosure
Information on the Acquisition and Alienation of Relevant Stakes on
Negotiations Carried Out by Controllers and Shareholders with a Relevant Stake


 


3.1. Controlling shareholders, direct or indirect, and shareholders
that elected the member of the Board of Directors or of the Audit Committee, as
well as any individual or company, or group, acting in conjunction with or
representing a common interest, that achieves participation, directly or
indirectly, that corresponds to 5% (five percent) or more of the kind or class
of shares that represent the ISSUER’S capital, shall send to the ISSUER, to the
CVM, to the SEC and to the Stock Exchanges where the ISSUER’S shares are
traded, a communication in the format of Annex III.


 


3.2. Equally obliged to disclose the same information are the person or
group of persons with a common interest, a share stake equivalent to or above
the percentage referred to in item 3.1., every time that the referred stake
increases by 5% (five percent) in kind or class of shares representing the
business capital of the ISSUER.


 


3.3. The obligations outlined in items 3.1. and 3.2. are also
applicable to the acquisition of any rights on shares and other securities
therein mentioned.


 


3.4. Communication to the ISSUER, to the CVM, to the SEC and to the
Stock Exchanges where the ISSUER’S securities are traded, shall be carried out
immediately after the stake, in item 3, is achieved.


 


3.5. The persons mentioned in item 3.1. shall also advise of the
alienation or the extinction of shares and other securities mentioned in this
item, or of any rights to them [the securities], every time that said
alienation or extinction reaches the percentage mentioned in item 3.


 


3.6. The CVM may authorize that the disclosure of the matters contained
in item 3 be discarded, based on the level of distribution


 

















 


of the ISSUER’S securities in the market, and the declaration of the
acquirer that the purpose of the purchase is not to alter the composition of
the control or the administrative structure of the ISSUER, so long as the
effective publicity, by means of communication considered satisfactory by the
CVM, is assured.


 


4. Alteration of the
Negotiation Policy


 


The negotiation policy outlined herein may only be altered by order
from the Board of Directors, and may not be altered, in any way or manner,
pending the disclosure of a STATUTE OR RELEVANT FACT.


 


III. Policy For
Disclosure:


 


1. Basic Aims for
the Policy for Disclosure of a STATUTE OR RELEVANT FACT


 


This policy adopted by the ISSUER for disclosure a STATUTE OR RELEVANT
FACT is aimed at assuring the understanding of the aims of the abundance,
quality, transparency, efficiency and equality in the treatment of the
shareholders in the disclosure of information contained in the STATUTE OR
RELEVANT FACTS related to the ISSUER’S securities or those linked to them.


 


Besides this, this policy for disclosure information aims to maintain
the trust of investors, employees and participants in the capital markets in
general, regarding the veracity and recentness of information pertinent to the
reality of activities and the ISSUER’S socioeconomic situation and that of its
subsidiaries at any time whatsoever. This policy also governs the disclosure of
information relevant to investment analysts, the specialized press and
employees of the ISSUER.


 


2. Procedures for
Disclosure


 


It is the responsibility of the Vice-President of Finances, Control and
Investor Relations (the Chief Financial Officer) to disclose and communicate to
the CVM, to the SEC and to the Stock Exchanges where the ISSUER’S securities
are traded, any STATUTE OR RELEVANT FACT occurred or related to the ISSUER’S
business, as well as promote the wide and immediate transmission,
simultaneously in all markets where said securities are traded.


 


The PRINCIPLE INVESTORS shall communicate any information that is
understood to be a STATUTE OR RELEVANT FACT to the Vice-President of Finances,
Control and Investor Relations, who shall decide on the need to disclose the
information to the market and on the amount and kind of details to be
disclosed.


 


In the case that the Vice-President of Finances, Control and Investor
Relations is absent in the need to disclose a STATUTE OR RELEVANT FACT to the
market, the PRINCIPLE INVESTORS that are aware of the information that is
considered necessary to be disclosed, shall communicate it [the STATUTE OR
RELEVANT FACT] to the CVM.


 


Should uncommon fluctuations occur in the rate, price or quantity
traded of the ISSUER’S securities or those linked to it, the Vice-President of
Finances, Control and Investor Relations shall inquire those persons that the
director believes hold PRIVILIGED INFORMATION, with the objective of checking
whether these persons have certain information that should be disclosed to the
market.


 


Disclosure shall be carried out by publication in the newspaper with
the widest circulation as used regularly by the ISSUER, and may be summarized,
showing the Internet address where complete information will be available, in a
clear and precise format, and in an accessible language. Disclosure covered by
this policy shall be made in English and Portuguese. Information disclosed by
means of the Internet shall be constantly updated and shall include information
of detail identical to that provided to the CVM, to the SEC and to the Stock
Exchanges.


 


Disclosure shall be simultaneously sent to all markets where the
ISSUER’S securities are traded, and, whenever possible, prior to the opening or
after the closing of trading in both countries; prevailing, in the case of
incompatibility, the trading hours of the Brazilian market.


 


The Vice-President of Finances, Control and Investor Relations may,
upon communicating the STAUTE OR RELEVANT FACT, request the Stock Exchanges,
always simultaneously, to suspend trading of the ISSUER’S securities for the
period necessary for the adequate disclosure of the relevant information,
should it become imperative that the disclosure be carried out during trading
hours. Such suspension of trading shall not be effective in Brazil while the
Stock Exchange in another country is still trading the ISSUER’S securities or
those linked, and, while on that Stock Exchange, the trading of those shares is
not suspended.


 


The disclosure of information shall not be made to a restricted group
of persons, but rather to the investor market in general. Should information
considered to be a STATUTE OR RELEVANT FACT be inadvertently revealed to a
specific person or specific group of persons, the ISSUER, by means of the
Vice-President of Finances, Control and Investor Relations, shall carry out the
immediate disclosure of the information, in identical detail.


 


3. Exception to
Immediate Disclosure


 


The STATURE OR RELEVANT FACTS may, exceptionally, not be disclosed to
the market when the controlling shareholders or administrators understand that
the disclosure will legitimately put the ISSUER’S interest at risk.


 

















 


It will be the responsibility of the Vice-President of Finances,
Control and Investor Relations to request the president of the CVM to analyze
the possible exception to the disclosure, in the format outlined in Article 7
of the CVM Instruction no 358/02.


 


Should the STATUTE OR RELEVANT FACT be linked to operations directly
involving controlling shareholders and these [controlling shareholders] decide
to withhold disclosure, the controlling shareholders shall inform the ISSUER’S
Vice-President of Finances, Control and Investor Relations.


 


Notwithstanding, the controlling shareholders and the administrators
are obliged to, directly or by means of the Vice-President of Finances, Control
and Investor Relations, immediately disclose a STATUTE OR RELEVANT FACT to the
market, should this information escape control or if there is irregular
fluctuation in the rate, price or quantity traded of the ISSUER’S securities or
those linked to them.


 


4. Duty to Maintain
Confidentiality


 


It is the responsibility of the PRINCIPLE INVESTORS to maintain
information related to a STATUTE OR RELEVANT FACT confidential to those that
have privileged access because of their position, or job, or any reason, until
the disclosure to the market, as well as encouraging the RELATED INVESTORS to
do the same.


 


5. Basic Principles
regarding Disclosure of Results and Other Information


 


The ISSUER does not adopt projections of results as one of its
disclosure policies. Nevertheless, in meetings with investment analysts, the
Vice-President of Finances, Control and Investor Relations shall supply said
analysts with information that is considered pertinent to promote the
development of the adequate evaluation of the ISSUER’S securities, and may, for
this reason, comment on strategies and perspectives for the ISSUER’S future.


 


Any information that is disclosed and that refers to projections, of
any nature, shall be accompanied by language (i) showing that such information
should be evaluated by market participants with special caution as it is
unconfirmed information and based on mere expectations of the ISSUER’S
administrators, and (ii) showing the factors considered important and that may
imply different results to those expected by the ISSUER’S administrator.


 


Should the ISSUER’S administrator report that the STATUTE OR RELEVANT
FACT, including any projection, previously disclosed was or became
significantly incorrect, the Vice-President of Finances, Control and Investor
Relations shall immediately disclose the correct information as soon as that
mistake is identified, seeing to it that the periodic correction of information
is sent on to the CVM.


 


Concerning the expectation of results and reports prepared for
investment analysts, the ISSUER’S administrators will be limited to commenting
the facts and premises following the models established by such analysts.
Conclusions that said analysts come to in their reports will not be commented
on. The ISSUER shall not circulate to any interested party any report that has
been prepared by investment analysts.


 


The ISSUER shall not expose its results, in the form of a forecast,
from the moment that these data are discovered until the moment of their
widespread disclosure to the market.


 


Unfavorable or negative information to the ISSUER shall be disclosed in
the same manner and with the same promptness as favorable information.


 


6. Disclosure of
Annual and Quarterly Results


 


The disclosure shall be made to the Brazilian and foreign markets,
where the ISSUER’S securities are traded, outside of trading hours of all these
Stock Exchanges.


 


The result shall also be, in the same situation, made available on the
ISSUER’S web page on the Internet and forwarded to the analysts and investors
that are registered with the ISSUER.


 


In these cases, the ISSUER shall hold press conferences with the
specialized press, in order to promote widespread awareness of the quarterly
results.


 


7. Conference
Calls/Simultaneous Transmissions


 


Conference calls or simultaneous transmissions after the disclosure of
the results shall be carried out. Besides this, other possible conference calls
may be held, should they be necessary, at the discretion of the Vice-President
of Finances, Control and Investor Relations.


 


In the conference calls or simultaneous transmissions, the information
communicated to the market by means of the press may be discussed at length.


 


Conference calls or simultaneous transmissions shall always be
conducted by the Vice-President of Finances, Control and Investor Relations,
while other Directors of the ISSUER may take part.


 

















 


8. Meetings with Investment Analysts


 


The ISSUER will hold presentations at the Brazilian Association of
Market Analysts (Associação Brasileira de Analistas de Mercado) – Abamec, on an
annual basis, in the main capital cities, such as São Paulo and Rio de Janeiro,
as well as other regional requirements.


 


Meetings with only one analyst or a small group of analysts shall
always be held upon request. In this case, the Vice-President of Finances,
Control and Investor Relations shall only comment on information that has
already been disclosed to the public.


 


9. Road Shows


 


The ISSUER shall meet with its current or potential principle investors
in visits promoted by the company or in conferences promoted by the market
institutions, and in moments at the discretion of the Vice-President of
Finances, Control and Investor Relations.


 


10. Attending
Investors


 


Investors and market analysts shall always be attended by the
Vice-President of Finances, Control and Investor Relations and/or by a
representative from the investor relations area, and these persons may be
accompanied by other Directors of the ISSUER, or a technical team, at the
discretion of the Vice-President of Finances, Control and Investor Relations.


 


Information that has already been disclosed to the market and which is
requested again in meetings and presentations to investors and investment
analysts, but which is not available at that moment, shall be sent at a later
date to those persons.


 


11. Answers to Rumors


 


It is the ISSUER’S policy to not comment on rumors or speculation
originating in the market, except in extreme situations which imply or may
imply significant volatility of the ISSUER’S securities or those linked to
them.


 


12. Relations with
Strategic Partners


 


When necessary, the exchange of relevant undisclosed information with
strategic partners shall always be formalized with a confidentiality agreement.
Should any of this information be inadvertently disclosed to another party, by
any of the parties in the confidentiality agreement, the Vice-President of
Finances, Control and Investor Relations shall immediately disclose the
information to the market, in the same details.


 


13. Sharing
Information Among the Investor Relations Area and the Other Administration
Areas of the ISSUER


 


The ISSUER’S other administrators shall always maintain the
Vice-President of Finances, Control and Investor Relations up to date with
sufficient information of a strategic, operational, technical or financial
nature and the Vice-President of Finances, Control and Investor Relations shall
decide on the need to disclose the matter to the public and on the level of
details.


 


IV. Final Provisions
And Penalties:


 


The non-compliance of the previsions in this instrument is considered a
serious violation, according to the provisions in § 3 of Article 11
of Law no 6,385/76, and subject to a fine which will be applied by the CVM.


 


V. Information To The
Issuer:


 


All information referred to in this instrument which shall be sent to
the ISSUER, as well as any clarification on matters regarding the ISSUER,
should be sent to the Management of Investor Relations, headquartered at Av.
Escola Politécnica, 760 – 2o andar – 05.350-901 – São Paulo-SP; e-mail:
acoes@perdigao.com.br; fax 0055 011 3718-5297; telephones: 005 011 3718-5465 /
5301 / 5306.


 


VI. Term:


 


The norms outlined in this instrument are effective as of the approval
date provided by the Board of Directors, and are valid for an undetermined
term, while there is no alteration handed down by the Board of Directors. The
ISSUER shall take all measures so that all persons that should submit formal
recognition of this instrument do so in the format in Annex IV.