Code of Ethics and Conduct

Word by Managing Partner

Advocacia Lunardelli, in its more than twenty years of existence, has always acted in compliance with the principles dictated for the exercise of its profession, established by the Brazilian Bar Association, being recognized by its partners, interns, employees and clients as an example of conduct ethics, transparency, loyalty and good faith.

In order to consolidate the ethical and moral precepts, which guide their professional conduct, we decided to edit this “Code of Ethics and Conduct”, especially after the enactment of Law # 12.846/2013 (Anti-Corruption Law) and its regulation, made by the Decree # 8.420/2015, which deal with the practice of acts harmful to the Public Administration, national and foreign.

This Code is unconditionally adhered to by all members of our team, as partners, interns and employees, as well as those who act directly or indirectly on our behalf, such as corresponding lawyers, consultants, suppliers and service providers, hereafter referred to as Third Parties, and its objective is to show our clients, public authorities and stakeholders, our rules of professional performance.

Considering the organizational structure and the level of interaction with the Public Administration, any doubts, suggestions for improvements, misconduct and violations of the rules published herein may be reported directly to us, through the “Direct Channel”, in which anonymity and confidentiality will be guaranteed.

In this way, it will be ensured that the conduct of these matters will be carried out impartially and disciplinary actions, if applicable, will be duly applied, from the termination of the employment contract of employees, as well as service providers, even the exclusion of society, in addition to civil and criminal implications.

Pedro Guilherme Accorsi Lunardelli

Summary

1. Scope of Code
2. Guiding Principles
3. Team Responsibility
4. Responsibility of Managing Partners
5. Conflict of Interests
6. Conduct with Third Parties
7. Corruption and Bribery
8. Assets and Heritage
9. Environment and Sustainability
10. Accuracy of Accounting and Financial Controls
11. Violations of the Code of Ethics and Conduct
12. Direct Channel
13. Validity of the Code of Ethics and Conduct

1. Scope of Code

The Code of Ethics and Conduct applies equally to all partners, interns, employees and Third Parties who act, directly or indirectly, on behalf of the office, with the Public Administration and government employees.

2. Guiding Principles

Advocacia Lunardelli respects and undertakes to promote, among its partners, interns, employees and third parties, human rights and fair labor practices, conducting its business in full compliance with current legislation.

As guiding principles of its conduct, it is subject to the dictates of the Universal Declaration of Human Rights and international conventions, treaties or initiatives, such as the United Nations Global Compact, for offering guidelines for the promotion of sustainable growth and respect for citizenship.

In this sense, it declares its commitment to:

1. 1. Do not employ child or forced labor or agree with such practices by Third Parties that provide you with products or services;
   2. Respect the freedom of union association and recognize the right to collective bargaining;
   3. Promote due respect to its partners, interns, employees and Third Parties, ensuring them the right to decent working conditions;
   4. Repudiate acts of psychological violence and any type of moral and/or sexual harassment, such as insults, threats, invasion of privacy, professional limitation, with the aim of embarrassing people, affecting their dignity or creating a hostile, degrading, humiliating, intimidating environment or destabilizing;
   5. Value diversity and prevent unjustified discrimination and differential treatment based on ethnic or social origin, gender, sexual orientation, age, creed, marital status, disability, political orientation, opinion, birthplace or union association;
   6. Prioritize the safety, health and well-being of your team, ensuring the development of adequate occupational health and safety management systems;
   7. Encourage a preventive approach to environmental challenges, developing initiatives for the development and diffusion of environmentally sustainable technologies;
   8. Reject any form of direct or indirect corruption, always seeking transparency in its business, basing its conduct on corporate governance principles in order to avoid unnecessary risks in conducting its business.

3. Team Responsibility

The Advocacia Lunardelli team, comprised of partners, interns and employees, promises to fulfill the following commitments:

1. 1. Be an example of ethical, impartial and honest conduct before your colleagues and other stakeholders;
   2. Respect and treat everyone with civility and politeness so that a healthy and courteous work environment is maintained;
   3. Collaborate to maintain a work environment free from harassment, intimidation or other inappropriate behavior, such as rudeness, name calling, threats and intimidation;
   4. Prioritize attendance and punctuality with regard to obligations involving the office;
   5. Report, through the use of the “Direct Channel”, cases that may cause concern or discomfort, as well as that represent possible non-compliance with the Code of Ethics and Conduct;
   6. Maintain absolute confidentiality regarding corporate information, especially those involving customer data, due to the function or position held;
   7. Know and respect the responsibilities performed by each one, due to the position and function held, in the organizational structure of the office;
   8. Read, understand and practice the Code of Ethics and Conduct and other corporate procedures, such as the “New Employee Manual”.

4. Responsibility of Managing Partners

The managing partner has an important role in engaging and disseminating the values established by this Code, through example and practical actions, and they are responsible for:

1. 1. Act responsibly, looking after the institutional interests, goals and objectives outlined;
   2. Maintain an ethical and conciliatory posture, acting with common sense and parsimony, in the resolution of possible conflicts;
   3. Ensure the harmonious coexistence of the team, which should always be guided by collaboration and mutual assistance;
   4. Act with discernment and posture consistent with the position you occupy and its attributions, assuming responsibilities without extrapolating their functions, basing their decisions on the ethical standards dictated by its norms and policies;
   5. Do not use authority to your advantage in order to gain undue advantage;
   6. Read, understand, practice and ensure compliance with the rules published in this Code of Ethics and Conduct, guiding the team and Third Parties about actions and situations that represent doubts, ethical dilemmas and conflicts of interest;
   7. Carry out objective performance evaluations in order to privilege the merit due to each team member, promoting respect for equal opportunities for all.

5. Conflict of Interests

Lunardelli Advocacia conducts its business with honesty and integrity and, in order to guarantee impartiality in decision processes or the occurrence of actions conflicting with the interests and values ​​of its firm, undertakes to adopt measures to ensure that particular aspirations do not influence, directly or indirectly, your way of hiring.

In this way, your team is committed to:

1. 1. Never use assets and resources for your own benefit or that of third parties;
   2. Do not use its position, functions and influence to gain access to privileged information, for your own benefit, your family members or people in your relationship, to the detriment of the firm’s business or free competition practices;
   3. Receive items of any nature that may influence decision making or value judgment;
   4. Other situations that are in conflict with this Code of Ethics and Conduct;

6. Conduct with Third Parties

Advocacia Lunardelli understands that, in order to maintain good relations with Third Parties, it must maintain fair and clear negotiations, as well as align their standards of conduct with those practiced in its office, in order to guarantee the quality of services provided to its clients.

Based on these precepts, it undertakes to:

1. 1. Negotiate only with those who comply with current legislation, especially labor, tax, social security and environmental;
   2. Hire Third Parties that do not directly or indirectly exploit child or slave labor and, preferably, with those who commit to social responsibility practices in their production chain;
   3. Offer equal opportunity to participate in the selection, approval and hiring processes;
   4. Use technical criteria for selection, such as quality, service, price, deadline and reliability, in order to seek the best cost/benefit ratio, always in a clear and impartial manner;
   5. Not accepting gifts, treats, favors, as well as personal benefits or advantages, in order to obtain privileges in the relationship with them;
   6. Monitor ethical conduct and, if necessary, adopt immediate, corrective and rigorous measures, in cases where this is questionable, under penalty of termination of the contracts in force;
   7. Keep a record of pre-assessed Third Parties and preferentially negotiate with those who keep their record up to date.

7. Corruption and Bribery

Advocacia Lunardelli complies with the provisions of the Anti-Corruption Law (Law # 12.846/2013, regulated by Decree # 8.420/2015), is aware of the US law “Foreign Corrupt Practices Act” and its amendments (“FCPA”), as well as other applicable anti-corruption laws, and acts with transparency and respect in all of its interactions with public officials.

It repudiates the practice of corruption or bribery, whether actively or passively, for acts, omissions, creation or maintenance of situations of favoritism through facilitation payments or other form of irregularity.

In this sense, its team undertakes not to offer, promise or give, directly or indirectly, anything of value, with the objective of obtaining undue advantage or influencing the conduct of a public official or government official.

Such advantage is not limited to payment in cash, and this understanding may include gifts, meals, transportation and travel, hospitality expenses, job offers, business opportunities, among others.

Regarding the investigation or inspection activity of public bodies, entities or agents, including within the scope of regulatory agencies and inspection bodies, the office and its team undertake to act impartially, avoiding any action that, directly or indirectly, has influence fraudulent, coercive, manipulative or misleading.
It is important to note that no member of your team, as well as any of the Third Parties hired, is or was a public official, employee of a political party or candidate for political office, as well as does not have a close relationship with any public official, political party, employee of a political party or candidate for political office.

The firm further declares that any of its partners, interns, employees or Third Parties has been or is the object of an internal, governmental or regulatory agency investigation involving a case of bribery or corruption, has neither been dismissed nor had the provision of its services discontinued for any of these reasons.

It also clarifies that it does not engage in political party activities, nor does it make donations to candidates or political parties.

Any initiative by members of your team or Third Parties in this regard will be restricted to their personal activities, outside the work environment and the provision of services.

8. Assets and Heritage

The goods and assets of Advocacia Lunardelli, made available to partners, interns and employees, must be used carefully, so that everyone takes care of their conservation, protecting them against damage, loss and waste.

In this sense, the team is committed to:

1. 1. Use the technological resources made available for the exercise of its function, such as telephones, computers, laptops, printers, internet, email and other tools, exclusively for professional use;
   2. Keep personal passwords confidential, which should not be shared with other team members, using email only as a work tool, without the propagation of messages or non-corporate content, such as jokes, sale of objects, chain letters, pornography, political party campaigns or even as an instrument of slander or defamation, among others;
   3. On the internet and on social networks, common sense and prudence must prevail, guiding the behavior so as not to pejoratively expose the office’s name, refraining from making derogatory or offensive comments to co-workers, managers, third parties, clients and the public relationship, preserving their own image, not exposing themselves in ethically reprehensible situations;
   4. Do not pass on technologies, methodologies, intellectual works and other proprietary or legal information of the firm, its clients or Third Parties.

9. Environment and Sustainability

Advocacia Lunardelli considers it important to include the concept of sustainability among its team members, as well as with outsourced Third Parties, always adopting a preventive approach to environmental challenges.

In this sense, it encourages the development and dissemination of environmentally sustainable technologies, through good social and environmental practices.

Everyone must recognize and respect the office’s sustainable development actions and programs, such as recycling, rational use of resources such as water and electricity, proper waste management, in accordance with current legislation, as well as any other institutional and legal determination that aims reducing damage to the environment, as well as contributing to the economic and social development of the community where it operates.

10. Accuracy of Accounting and Financial Controls

Advocacia Lunardelli has clear, accurate and prepared bookkeeping in accordance with accounting principles and current legislation, supported by documentation adequate to its activities.

It emphasizes that it does not agree with any modification in its accounting and financial records that are intended for fraud or manipulation, preserving its financial information with full responsibility.

11. Violations of the Code of Ethics and Conduct

It is the responsibility of all team members and Third Parties to report any misconduct and/or suspected violation of the principles defined in this Code, regardless of the position they hold in the office or the commercial relationship with it, and the omission of possible violations will be considered unethical conduct.

The communication of violations or information of evidence of irregularities must be directed to the “Direct Channel”, emphasizing that all information received will be treated with confidentiality and secrecy, including regarding the identity of the reporter, repudiating any form of retaliation.

Proven violations will result in disciplinary actions, supported by current legislation and, depending on the seriousness of the situation, may result in termination of the employment contract, termination of the provision of services or exclusion from society, in addition to civil and criminal implications, such as fines, restitution of amounts obtained illegally and any other applicable.

Administrative and judicial sanctions may be applied to violating legal entities, in addition to payment of fines, in accordance with the Anti-Corruption Law.

12. Direct Channel

The “Direct Channel” is the means offered for safe and confidential communication, made available by Advocacia Lunardelli to all members of its team, third parties, clients and relationship public, in which the opportunity to contribute to the maintenance of an environment of ethical, safe and quality work.

The content of the Code of Ethics and Conduct is freely accessible to all and printed copies and guidelines are transmitted to all team members and Third Parties, in a clear and precise manner, so that there are no doubts about its content.

Through the “Direct Channel” it is possible to send questions, as well as recommend improvements in the work environment and safety of the team, reports of possible conflicts of interest and conduct contrary to the guiding principles.

Suggestions, doubts and reports will be investigated in a confidential manner, preserving the identity of the reporter, guaranteeing the same protection against any type of retaliation.

It is important to emphasize that the reporter, when making a communication to the “Direct Channel”, has the duty to monitor the progress of the same, answering the questions that are made, providing complete and accurate information.

The managing partner, responsible for managing the Code, is identified below:

Pedro Guilherme Accorsi Lunardelli
E-mail – pglunardelli@advocacialunardelli.com.br
Telephone – 11-4095-4700
Address – Rua Samuel Morse, 134 – conj. 172 – São Paulo – SP

13. Validity of the Code of Ethics and Conduct

This Code comes into force on the date of its publication and may be revised at any time, at the discretion of the partners and/or the emergence of conflict of interest situations.

São Paulo, Tuesday, October 7, 2008.