Integrity Policy Timbro

1. Object

The Integrity Policy (“Policy”) complements the TIMBRO Code of Ethics and, together, they define the essential guidelines of the Compliance Program of all companies that make up the TIMBRO Group, referred to in this Policy simply as “TIMBRO”.

The Policy establishes corporate standards on the following topics:

• Prevention and Combat of Illicit Acts
• Amenities
• Contributions
• Relations with the Public Administration and its Agents
• Relationships with Competitors and Business Partners
• Relationships with Third Parties
• Conflict of Interests
• Denunciations Channel
• Disciplinary Measures

These topics summarize the requirements of the following regulations:

• Federal Law No. 12.846/2013 (Anti-Corruption)
• Federal Decree No. 8.420/2015 (Regulates the Anti-Corruption Law)
• Federal Law No. 12,529/2011 (Defense of Competition)
• Federal Laws No. 9613/1998 and No. 12683/2012 (Money Laundering)
• Federal Law No. 13.260/2016 (Anti-Terrorism Law)

2. Target Audiences

The Guidelines of this Policy must be practiced by Directors, Directors, Employees and Third Parties in their decisions and acts on behalf of or that directly or indirectly involve TIMBRO.

3. Definitions

• Agreement: Association between two or more people or companies aiming at achieving some purpose of mutual interest – the agreement can take verbal or written forms.
• Public Administration: Set of federal, state or municipal public bodies, as well as organizations governed by public law: autarchies, public foundations, public schools and universities, public research institutes, public hospitals, public companies, societies government, regulatory agencies, etc.
• Intermediary Agent: Third party that acts, directly or indirectly, on behalf of TIMBRO with the Public Administration.
• Political Agent: Person occupying or candidate for elective office, political party and political party cadres and Politically Exposed Person (PEP).

Public Agent: Person who, even if temporarily or without remuneration, exercises a position, job or public function in bodies or entities of the Union, Federal District, state or municipality, as well as in controlled legal entities, directly or indirectly. indirectly, by the Union, Federal District, state or municipality. Includes Political Agents.

• Illicit act: Voluntary act or omission (intent), reckless, incompetent or negligent (fault), prohibited or unacceptable by law.
• Examples: Corruption. Courtesy or Improper Contribution. Financing of terrorism. Cartel formation. Fraud. Frustration of public or private bids. Violation of free competition. Money laundry. Bribes and Facilitation Payments. Exchange of personal or financial favors. Influence peddling. Use of position to obtain undue advantages for oneself or for third parties. Misuse or leakage of confidential or privileged information.
• Gift: Object of low unitary value and usually personalized with the brand of the company offering it.
• Elective office: Public office held by a person elected by popular vote during elections. Positions in the executive branch: president, governors and mayors. Positions in the legislative power: senators, federal deputies, state deputies and councilors.
• Cartel: Explicit or implicit agreement of companies with the purpose of obtaining profits by illicit or unethical (dishonest) means. Cartel companies often achieve their purposes by thwarting bids, eliminating competition, fixing prices, fixing production quotas, exchanging confidential information, etc.
• Valuable Thing: Amount of money, as well as economic value (which can be converted into money. Examples: objects (pens, alcoholic beverages, briefcases and leather bags, clothes, watches, cell phones, electronic devices , appliances, etc.), travel, accommodation, meals, registration for congresses or seminars, invitations or tickets to cultural, sports or entertainment activities, etc. Also considered Valuable Things: privileged or confidential information, exchange of favors, gratuities, special discounts on products or services, etc.
• Conflict of Interests: Situation in which someone prioritizes personal interests (their own or those of people or companies with whom they relate) to the detriment of the legitimate interests of TIMBRO and/or its stakeholders .
• Actual Conflict of Interest: when there is in fact a clear conflict of interest.
• Potential Conflict of Interest: when there is a situation that could evolve and become an actual conflict of interest in the future.
• Spouses: spouse; companion.
• Degrees of kinship up to 2nd degree:
• By consanguinity or by legal adoption:
• Father, mother, children (1st degree)
• Siblings, grandparents and grandchildren (2nd degree)
• By affinity:
• Father-in-law, mother-in-law, son-in-law and daughter-in-law (1st degree)
• Stepfather, stepmother and stepchildren (1st degree)
• Brothers-in-law (2nd degree)
• Contribution: Donation, sponsorship, support, financial support, etc. made or received by TIMBRO.
• Internal Controls (or Control Activities): Monitoring actions that help ensure compliance with TIMBRO’s Guidelines.
• Corruption: act, process or effect of offering or accepting a bribe.
• Active Corruption: Act of corrupting (bribing) someone.
• Corruption Passive: Act of corrupting oneself (accepting a bribe) from someone.
• Courtesy: Things of Value given or received in the form of a gift, treat, etc.
• Due diligence: Set of investigations that must be carried out: (i) before hiring a Third Party (due diligences) to assess its competence and suitability; (ii) during the term of the contract to monitor compliance with contractual clauses on the topics of this Policy.
• Fraud: Act of deceiving and harming people or companies to obtain undue Things of Value or fail to fulfill obligations or duties. In addition to lying, fraudsters often falsify documents, identities, brands, products, etc.
• Money laundering: Act that consists of carrying out illicit commercial or financial schemes with the aim of incorporating into the licit economy goods, services or money linked to illicit acts, in order to give them the appearance of regularity. It is one of the main means of financing terrorism.
• Corporate Transactions: These are transactions between legal entities, such as: merger, acquisition, incorporation, joint venture, purchase of equity interests or assets, as well as partnerships, associations (eg for product or service distribution ).
• Facilitation payment: Payment made to a Public Agent to initiate, accelerate or terminate bureaucratic processes.
• Politically Exposed Person (PEP) or Politically Exposed Person (PPE): Public Agent who performs or has performed, in the previous five years, in Brazil or abroad, positions, jobs or relevant public functions, as well as their representatives, family members and other people close to them.
• Bribery: The act of paying, offering or promising Things of Value to someone to influence (“buy”) the decision or action of one or more people in order to obtain an illicit or unethical advantage for the company, for you yourself or to third parties.
• Third: individual or legal entity service provider, supplier or business partner of TIMBRO; examples: lawyer, advisor, consultant, contractor or subcontractor, broker, transporter, warehouse, agents, commercial representatives, distributor, contractor, manufacturer, intermediary, laboratory, representative, reseller, etc.
• Influence peddling: Act of using the position held in a TIMBRO, or relationships with people in authority, to improperly obtain Something of Value for oneself or for third parties.
• Improper Advantage: Something of Value obtained not by right or merit, but through an unlawful act aiming at benefits for oneself, for the company or for third parties.

4. Prevention and Combat of Illicit Acts

• a) It is forbidden to directly or indirectly practice any Illicit Act in the activities, businesses and operations of TIMBRO.
• b) It is forbidden to be conniving (accomplice, compliant, participant, etc.) in any Illicit Act involving TIMBRO.
• c) Every member of the target public of this Policy has, in the course of their daily activities, the duty to prevent, identify and communicate to their managers and the Ethics and Compliance area the weaknesses in the processes and systems that can be used as means for carrying out Illicit Acts of any nature involving TIMBRO.

4.1. Corruption

4.1.1. TIMBRO prohibits in its activities, businesses and operations any act or omission that may constitute corruption involving the Public Administration and/or Public or Private Agents in Brazil and abroad.
4.1.2. Also configures act of corruption:

• Hindering investigations or inspections by public bodies, entities or agents, or intervening in their activities, including within the scope of regulatory agencies.
• Practice any act harmful to the national or foreign Public Administration or that violates the international commitments assumed by Brazil regarding the fight against corruption.
• Offering Contributions and Courtesies with the intent to bribe someone.

4.2. Fraud

4.2.1. TIMBRO prohibits in its activities, businesses and operations any act that could constitute a fraud; examples:

• a) Tampering with payee payments.
• b) Tampering with results or processes (sales, purchasing, administrative…) in order to, for example, meet goals of any nature.
• c) Increase spending amounts or invent them to divert money from the company or use any other means for this purpose.
• d) Forging signatures on checks, documents, etc.
• e) Falsify or adulterate documents, reports or records of any nature.
• f) Falsify or tamper with payroll, commissions, compensation, etc.
• g) Falsify or make fictitious contracts, sales, purchases, transfers.
• h) Obtaining benefit, help or contribution through lies.
• i) Make duplicate, unauthorized payments or incur expenses that are not supported by formal documents or backed by TIMBRO’s Policies.
• j) Subtract or misuse TIMBRO’s assets and assets.
• k) Subtract or misuse resources, financial or non-financial.
• l) Use or disclose confidential or privileged information.
• m) Use procedures contrary to law with a view to suppressing or reducing taxes or contributions or their accessories.
• n) Using company resources to purchase products or services for yourself or others.

4.3. Money Laundering

• 4.3.1. TIMBRO prohibits in its activities and business any act that may configure concealment or dissimulation of the nature, origin, location, disposition, movement or ownership of goods, rights or amounts arising, directly or indirectly , of criminal offence.
• 4.3.2. In this sense, we adopt the following practices:
• a) Risk assessment and monitoring of fundraising, intermediation and application of own or third-party funds, in national or foreign currency, in order to prevent them from originating or fueling illegal transactions.
• b) Prevention and Combat of Tax Evasion or diversion of resources.
• c) Preventing and Combating Fraud
• d) We do not use the services of financial institutions that can be characterized as “shell banks” or “host banks” (nested financial institutions).
• e) Prior and regular due diligence by our main Third Parties – special care must be taken in real estate and foreign exchange transactions.
• f) Prior diligence in Mergers and Acquisitions processes.

4. Financing of Terrorism

• 4.4.1. TIMBRO prohibits in its activities and business any act that could support or finance terrorist actions in Brazil or abroad.
• Acts of terrorism are those that are characterized by the use of violence, physical or psychological, through attacks on people or facilities, with the aim of arousing a feeling of fear in society. It is used by various groups: political organizations, separatist or revolutionary groups and even by governments in power.

5. Courtesies

• 5.1 Courtesies can only be offered/received in accordance with the Laws and Regulatory Frameworks in force in the locations where we operate.
• 5.2 We do not offer/receive Courtesy as a form of bribe or that could give rise to the act of offering/receiving it being interpreted as such.
• 5.3 We do not ask or suggest receiving Courtesy for any person or institution. Nor do we accept requests or suggestions in this regard.
• 5.4 We do not offer Courtesies to Public Officials.
• 5.5 Any amounts eventually received in cash must be reported to COAF in accordance with current legislation. The suggested maximum amount for offering or receiving a Courtesy
  is equivalent to R$500.00. Note: Values ​​higher than this can be practiced provided they are approved by the Deliberative Committee on Ethics and Compliance.
• 5.6 In case of doubt about offering/receiving Courtesy, contact the Ethics and Compliance Executive Committee.
• 5.7 In the name of transparency.
• We only receive Courtesies sent to our place of work.
• Courtesies offered by TIMBRO must be recorded in the accounting books.

5.8. What to do with Courtesies that must be declined?

• Courtesies that, for whatever reason, cannot be received by administrators, employees and service providers must be kindly refused and returned using the model letter in Annex 1.
• In situations where it is not really possible to return a Courtesy, the person who received it must send an email notifying the offerer that the Courtesy will be raffled among TIMBRO employees – the standardized text of the email is in Annex 2.
• The Ethics and Compliance Executive Committee must receive a copy of this email in order to register Courtesy with Compliance controls.

6. Contributions

• 6.1. Purpose and nature of Contributions
• a) No Contribution should be practiced or received due to any type of pressure or for illicit purposes; nor should it leave room for it to be so interpreted.
• b) Contributions made or received must be duly recorded in the accounting books.
• c) Actions benefiting from Contributions must be approved by [NAME OF BODY / POSITION] based on transparent criteria, such as:
• Be aligned with the purposes of TIMBRO.
• Be demonstrably relevant to those involved.
• Be compatible with the resources invested.
• Comply with laws, regulatory frameworks and best practices recognized by the market.
• d) Prior diligence (due diligence) must be carried out for the granting of Contributions in order to verify the competence and suitability of the institutions and persons responsible for the benefited action.

6.2. Contributions for Public Agents

• a) It is forbidden to make a Contribution of any value to Public Agents – including Political Agents.
• b) Contributions to Public Administration bodies must be previously approved by the Deliberative Ethics and Compliance Committee and clearly benefit the common good; examples:
• Cultural, social (education, health, public safety, human development…) or humanitarian support actions for communities.
• Actions to preserve or restore the environment.
• Construction, preservation or renovation of public spaces and properties: community centers, sports centers, police stations, schools, hospitals, museums, squares, theaters, etc. Note: these projects may include equipment, machinery and furniture.
• c)It is forbidden to make a Contribution to bodies of the judiciary, regulatory bodies or inspection bodies.
• d) It is forbidden to make Contributions to organizations of Public Agents.

Note: Any contributions prohibited under this item may be made if approved by the Deliberative Committee on Ethics and Compliance and provided that they do not characterize non-compliance with the law and/or conflict of interest.

6.3. Contributions to the Third Sector

• a) Contributions to Third Sector institutions must be previously approved by the Deliberative Committee on Ethics and Compliance.
• b) The conversion of tax incentives into Contributions for Third Sector organizations – for example, sponsorship of actions approved under the Rouanet Law – must be previously approved by the Deliberative Committee on Ethics and Compliance.

6.4. Contributions to Employee Unions

• Contributions by TIMBRO to Employee unions are prohibited; examples: refurbishment of the union headquarters, events, purchase of equipment, etc.

7. Relations with the Public Administration and its Agents

• 7.1. It is prohibited to practice and participate directly or indirectly in acts against the national or foreign public administration as defined in Federal Law No. 12.846/2013 (Anti-Corruption Law).
• 7.2. Facilitation Payments to any Public Agent in Brazil or abroad are prohibited.
• 7.3. The interactions of TIMBRO employees, directors and service providers with Public Agents that are not part of the regular exercise of the corporate purpose of TIMBRO , should be:
• a) Linked to matters of legitimate interest to TIMBRO or the company.
• b) Approved by the Board of Directors or by the Deliberative Ethics and Compliance Committee
• 7.4. Hiring by TIMBRO of an Agent or former Public Agent to carry out consulting work, issuing opinions, lectures, courses, training, etc., must:
• a) Be expressly permitted by law.
• b) Must respect quarantine periods related to the position held by the Agent or former Public Agent.
• c) The work to be carried out by the Agent or former Public Agent cannot constitute a real conflict of interest.
• d) Have a justifiable and transparent reason for him – and not another professional from the private sector – to be hired.
• e) Must be authorized by TIMBRO‘s Deliberative Ethics and Compliance Committee.

7. Relations with the Public Administration and its Agents

We understand that when competition for consumers/customers is not limited by illicit arrangements between competitors or any market participants or even by their abusive practices, society tends to benefit from better prices, more innovation and other positive effects. Therefore:

8.1. It is forbidden to practice or participate directly or indirectly in acts against the economic order, freedom of initiative, free competition, social function of property, consumer protection and repression of abuse of economic power as defined in Federal Law No. 12,529/2011 (Competition Defense Law); examples:

• a) Limit, distort or in any way harm free competition or free enterprise.
• b) Illicitly dominate the relevant market for goods or services.
• c) Illicitly increase profits.
• d) Abusively exercising a dominant position in the market.

8.2 TIMBRO‘s information, communications or correspondence with competitors must be properly filed, protected and handled by administrators and Employees, in order to respect the Competition Defense Law and to prevent them from being used illegally.

8.3 The sources of information on competition and the market must be treated transparently.

8.4 Major Corporate Transactions (mergers, acquisitions, associations, etc.) must be submitted to CADE (Administrative Council for Economic Defense), a federal agency linked to the Ministry of Justice, before proceeding with the acts for the its consummation, as defined by law. During operations subject to CADE:

• No person or company linked to TIMBRO may provide, receive or exchange strategic and commercial information about the business with anyone without express authorization from TIMBRO’s Deliberative Committee on Ethics and Compliance.
• Payments or any type of integration of teams, services or products must be avoided before final approval by CADE, as defined by law.

8.5 Interactions with Competitors:

• a) TIMBRO’s relationship with competitors must have the exclusive purpose of developing the sector and the market.
• b) It is forbidden to exchange information with competitors that may, in any way, harm free competition, TIMBRO, its companies, its customers and its consumers.
• c) TIMBRO only participates in associations that have clear and well-defined rules.
• d) Below are the main guidelines for the participation of managers and Employees in trade associations (federations, unions…).
• Conduct must be guided by impartiality and transparency in the conduct of matters.
• Adopt extreme caution in providing information requested by the association for the execution of projects of common interest, including for the purpose of market diagnosis or response to the competent authorities.
• Price schedule, even if in an indicative or suggestive way, including when related to the payment of commissions of agents acting in other links of the production chain.
• Boycott suppliers or customers.
• Competitor, supplier or customer exclusion.

8.6 Interactions with Business Partners:

• a)Commercial and contractual relations with business partners (suppliers, customers, representatives, etc.) must prioritize the broad defense of free competition, always aiming at preventing competitive risks such as, for example, abuse of market power.

8.7 In this sense, the administrators and Employees of TIMBRO must avoid situations such as, for example:

• Unjustified price, supplier or consumer discrimination.
• Blocking sources of inputs or distribution channels.
• Market closure.
• Exchange of information between competitors.

9. Relations with Third Parties

9.1 The processes for selecting and hiring Third Parties must follow fair and impartial criteria, always bearing in mind the legitimate interests of TIMBRO.

9.2 We avoid having commercial or personal relationships with our Third Parties that constitute real conflicts of interest

9.3 Payments made to agents who act as intermediaries (lawyers, accountants, brokers, consultants) between TIMBRO and the Public Administration must be specified in service provision contracts and duly identified in the accounting.

9.4 TIMBRO will adopt the embargo measures or sanctions provided for in Brazilian and international legislation against Third Parties included in lists published by national or international bodies to combat money laundering and financing of terrorism.

9.5 Through contracts, due diligence or audits, we seek TIMBRO to make sure that Third Parties have a good reputation and, whenever possible, contract with Third Parties that adopt a program of solid corporate integrity aimed at preventing and combating illicit or unethical acts, such as:

• a) Failure to comply with labor, environmental, health and safety at work legislation, etc.
• b) Disrespect for human rights and diversity, tolerance of moral or sexual harassment, child, forced or slave labor, etc.
• c) Corruption, fraud, money laundering, cartel, terrorist financing, etc.
• d) Influence peddling and undue relationships with Public Agents.

10. Conflict of Interests Conflicts of Interest must be avoided, mainly because:

• It puts the company’s reputation at risk.
• It puts the personal credibility of those involved at risk.
• It compromises impartiality and a sense of justice in decision-making processes.
• It harms professional performance when we carry out parallel activities that interfere with our work.
• We act in accordance with the Culture of TIMBRO

10.1 Use of Position

• a) It is forbidden to use your position at TIMBRO for your own benefit or that of third parties.

10.2 Information Security

• a) It is forbidden to use privileged or confidential information for your own benefit or that of third parties.

10.3 Kinship Relationships

• a) It is allowed to indicate spouse (spouse, partner) and relatives to work at TIMBRO.
• b) It is forbidden to authorize the hiring of spouses (spouse, partner) and relatives up to the 2nd degree.
• c) It is forbidden to work with spouses (spouse, partner), relatives or boyfriends/girlfriends in situations that constitute real or presumed conflicts of interest.

10.3.1. The hiring of employees and external service providers who are spouses or have a degree of kinship is permitted provided that it is approved by the Deliberative Council.

10.4 Personal Relationships with Clients and Third Parties

• a) It is allowed to indicate the contracting of companies owned or managed by relatives, former Employees of the company or someone from a personal relationship.
• b) It is forbidden to sign or manage negotiations with companies of Clients or Third Parties managed by relatives up to the 2nd degree.
• c) It is forbidden to unduly favor Customers or Third Parties.
• d) It is forbidden to intermediate or facilitate personal business on behalf of Clients or Third Parties
• e) It is forbidden to assume, directly or through a company in which you are a partner, an activity in companies of Clients, Suppliers or Competitors, unless such situation is submitted and approved by the Deliberate Committee.
• f) It is forbidden to exchange or ask for personal favors for companies that are Clients, Suppliers and Competitors;

10.5 Equity Interest in other Organizations

• a) It is forbidden to take equity interest in companies with the same areas of activity as TIMBRO without the prior approval of the Deliberative Committee.
• b) It is necessary to obtain the approval of the Deliberative Committee before assuming equity interests in Mixed Capital Organizations.
• c) It is necessary to obtain the approval of the Ethics and Compliance Committee before assuming equity interests in Organizations of Customers, Suppliers and Competitors.
• d) It is necessary to obtain the approval of the Deliberative Committee before taking a 2nd job in Customer and Supplier Organizations.

11. COMPLAINTS CHANNEL The COMPLAINTS CHANNEL is available to any person or company that wants to:

• a) Communicate violations – or suspected violations – of legislation or Integrity guidelines (Code of Ethics and Conduct, Corporate Policies) of TIMBRO.
• b) Ask for support to resolve issues of an ethical nature, request guidance, resolve doubts, suggest improvements in the guidelines and practices of the Integrity System, etc.

The main means of accessing the COMPLAINTS CHANNEL are:

• – Phone: 0800 878 4094
• – Email: [email protected]
• – Website: www.compliance-office.com/timbrotrading/
• – Others: Avenida Paulista, 171, Bela Vista, São Paulo, CEP 01310-000

The anonymity and confidentiality of the case are guaranteed and TIMBRO does not accept any act of retaliation or punishment against an employee or third party who makes a complaint.

12. Disciplinary and Administrative Measures
This section establishes the main criteria and procedures for applying Disciplinary Measures in cases of misconduct (unethical or illegal acts) by TIMBRO Administrators and Employees and contracted Third Parties.

12.1 Target audience of the Disciplinary Measures section
Members of TIMBRO (Administrators and Employees) and contracted third parties.

12.1 definition of misconduct for the target audience
The act of non-compliance is called misconduct:

• Employment or service contract
• TIMBRO Code of Ethics.
• TIMBRO’s policies and other normative instruments.
• Laws and Regulations (illegal acts).

12.2.1 Disciplinary Measures
The main objectives of a Disciplinary Measure are:

• Improve the work environment and organizational culture.
• Reinforce the value of laws and regulations and, consequently, the need for all TIMBRO Professionals to comply with them.

This means that Disciplinary Measures have, above all, a pedagogical purpose and, therefore, must be practiced with attention turned more to the future than to the past.

When this happens, it ceases to be seen as a mere “punishment” and starts to be understood as a necessary instrument to prevent someone from benefiting from a fault that has harmed their co-workers, TIMBRO or your stakeholders.

For this reason, Disciplinary Measures must be taken in a timely manner, with respect, good faith and impartiality.
12.2.2 Types of Disciplinary Measures

12.2.3 Cycle of application of disciplinary measures

It is recommended that Disciplinary Measures be applied as below.

Notes:

• Depending on the seriousness of the fault, the manager may decide to apply more severe sanctions than those suggested, that is, without the obligation to follow the cycle suggested above.

12.2.4 Procedures for Applying Disciplinary Measures

• Before applying a Disciplinary Measure, the manager must assess the nature and seriousness of the misconduct committed. In addition, he must study the professional’s history at TIMBRO in order to verify whether the perpetrator is a repeat offender and establish extenuating or aggravating factors for the application of the sanction.
• When applying a Disciplinary Measure, the manager must:
• Avoid any moral judgment of the person who will receive the sanction (avoid stigmatizing the person).
• Act with transparency and objectivity.
• Ensure the privacy and confidentiality of the procedure.
• Make the author of the deviation aware of the damage he caused, or could have caused, to the company, his colleagues and himself.
• Warn the author about the sanctions that may be applied in case of recidivism.
• Whenever possible, determine, in a collaborative process with the author, the best way to repair the damage caused.

12.2.6 Classification of Misconduct

• PERSONAL CONDUCT

• PROFESSIONAL CONDUCT

• CONDUCT IN RELATIONSHIPS WITH STAKEHOLDERS

• CRIMES