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Bovespa: Fras-Le Joins The Nível 1(Level 1) Of Corporate Governance

Date 11/11/2004

BOVESPA announces that today, Fras-Le S.A. (negotiation code FRAS) joined the Level 1 Program of Corporate Governance designed for the listing of companies whose administrators and controlling shareholders have made a voluntary commitment to follow a series of corporate rules, known generically as "good practices of corporate governance", which are more rigid than those required by the current legislation in Brazil.

Fras-Le S.A.

Fras-le S.A. is the largest friction goods producer in Latin America and one of the top five in the world, representing around 95% of brake lining and blocks (for commercial vehicles), 36% of molded and woven brake linings in rolls and 30% of disc brake pads (for passenger cars) supply for the Brazilian Car Factories.

The company holds a leading position in exports for the Randon Group (the Holding that Fras-Le is part of) and had exported US$ 42 million for more than 70 countries in 2003. For 2004, Fras-Le exported an amount of US$ 42.3 million up to September, especially due to the high technology level of its goods and also to the strategic partnerships with several well-known global companies all over the world.

The IGC - Special Corporate Governance Stock Index

As from today, Fras-Le is included in the IGC - Corporate Governance Index with a participation of 0.087%. This index serves as a benchmark for the performance of stocks listed under the Special Corporate Governance Program.

The Nível 1 is a listing segment designed for the trading of shares issued by companies that voluntarily undertake to abide by corporate governance practices and disclosure requirements in addition to those already requested by the Brazilian legislation.

Some of these practices are listed below

  • Maintenance of a free-float of at least 25% of the capital;
  • Improved disclosure of quarterly information including the obligation of reporting consolidated figures and special audit revisions;
  • Joining the disclosure rules for transactions involving assets issued by the company on the part of the controlling shareholders or company management;
  • Disclosure of shareholder agreements and stock option programs and contracts with related parties;
  • The holding of annual meetings with analysts and any other interested parties;
  • Provision of an annual calendar of corporate events; and
  • The holding of public offerings for placing shares through mechanisms that favor capital dispersion to a broader spectrum of shareholders.