CODE OF ETHICS AND CONDUCT

I. PREAMBLE

All partners, associate attorneys, and interns of BRZ Advogados are subject to the specific rules of the profession and the Code of Ethics and Discipline of the Brazilian Bar Association (“OAB”), in accordance with Federal Law No. 8.906/1994 and other acts and decisions of the Federal Council and the State Sections of the OAB, including Resolution No. 02/2015, which approved the OAB Code of Ethics and Discipline.

Consequently, the professionals at BRZ Advogados have an unwavering and unavoidable commitment to the honor and dignity of the profession, always acting with technical independence, decorum, loyalty, and good faith. The commitment of BRZ Advogados to ethics and integrity in the provision of legal services led us to develop our own document, which, in addition to the OAB Code of Ethics and Discipline, aims to govern the relationship of our team of attorneys, interns, and employees/collaborators, not only among themselves but also in dealings with clients, public authorities, suppliers, competitors, and society at large.

The present Code of Ethics and Conduct of BRZ Advogados proclaims adherence to the best ethical principles and corporate morality values, in compliance with all applicable norms, including those addressing the practice of harmful acts against public administration, both national and foreign, introduced into Brazilian law by Law No. 12.846/2013 (“Anti-Corruption Law”) and regulated by Decree No. 8.420/2015.

Compliance with this Code of Ethics and Conduct is the personal and exclusive responsibility of each member of BRZ Advogados. BRZ Advogados encourages all proactive conduct, whether in identifying improvements or reporting violations. The objective of this Code of Ethics and Conduct is to engage all members of BRZ Advogados in corporate law activities and to maintain a permanent commitment to professional ethics and social responsibility.

II. GUIDELINES

II.1 Transparent Management

The interests of BRZ Advogados must be above personal interests. All members of BRZ Advogados must cooperate in providing accurate information, facilitating the investigation of facts, and adopting precise and transparent decisions. Communications must contain appropriate, professional, and integral language, whether written or verbal.

BRZ Advogados maintains: (a) adequate internal controls; (b) accounting books and records that adequately, correctly, accurately, and precisely record and report all its transactions; and (c) strictly complies with the laws applicable to such activities.

II.2 Commitment to Combating Corruption

BRZ Advogados will not tolerate corruption, regardless of the reason, mode, or even jurisdiction. All members of BRZ Advogados are prohibited from offering any undue advantage to anyone, especially public officials and agents, opposing parties in the cases in which it acts and/or their attorneys, representatives, and/or legal representatives of companies, directly or through intermediaries, which may constitute a legal infraction, even if acting under the belief of benefiting the firm, its clients, and/or collaborators.

Attorneys, interns, and employees/collaborators will comply with Brazilian anti-corruption norms and regulations, including but not limited to the Anti-Corruption Law and its regulations, and other norms and regulations related to the prevention and control of corruption, bribery, and money laundering.

II.3 Hiring of Third Parties

The hiring of professionals to perform services for BRZ Advogados must be careful, always safeguarding the firm’s reputation and image, informing them of the firm’s institutional principles, this Code of Ethics and Conduct, and eliminating those incompatible with them.

When hiring third-party collaborators, as well as in all other contracts, a specific clause must be included requiring compliance with ethical behavioral principles by third-party collaborators, explicitly mentioning a prohibition on corruption, as well as any harmful acts against public administration, in accordance with the Anti-Corruption Law.

The partners, attorneys, interns, and employees/collaborators of BRZ Advogados commit not to make, authorize, promise, or offer to make, directly or indirectly, any payment or transfer of any value, gift, promise, or anything of value or undue advantage to a political party, candidate for office, public agent, or any third party related to them.

II.4 Work Environment

Offensive behaviors among members of BRZ Advogados will not be tolerated, nor will discriminatory behaviors based on gender, race, color, national origin, religious orientation, or sexual orientation. BRZ Advogados values diversity and the pluralism of conduct and ideas, within the above parameters.

II.5 Protection of Confidential Information

For the purposes of this Code of Ethics and Conduct, confidential information is defined as all information that is not subject to public disclosure, whether generated by BRZ Advogados or obtained in confidence from our clients and third parties.

All confidential information must be protected, with all communications between attorney and client presumed confidential. All members of BRZ Advogados must agree to maintain confidentiality, even after the termination of the professional relationship with BRZ Advogados.

Confidential information must be stored in a secure location and electronic medium. The transfer of any file containing confidential information via email must be preceded by client authorization.

Professional confidentiality will yield in exceptional circumstances that constitute just cause, such as in cases of serious threat to rights, life, and honor, or involving self-defense.

II.6 Receipt of Values

Any value received by a member of the BRZ Advogados team must be forwarded to financial administration for receipt issuance, and in the case of legal fees, for invoice issuance.

In the case of legal expenses, detailed accountability must be provided immediately after the expense is incurred, noting that any incompatible expense will be the responsibility of the person who caused it.

II.7 Fees

Fee proposals must necessarily be approved by one of the partners of BRZ Advogados, preferably the one whose practice area is related to the upcoming case.

This provision is mandatory for transparency regarding the received values. The fee amount must follow general measurement standards, considering the complexity of the matter, the hourly fee table practiced, the case value, the economic outcome to be achieved in case of success, and the operational cost of BRZ Advogados. Contracts should preferably be standardized. Any choice for differentiated billing methods must be submitted to the partners.

II.8 Attorneys and Public Positions

Partners and associate attorneys who also hold public positions are prohibited from acting in judicial processes involving the body responsible for compensating the held position, being responsible for declaring their impediment, when applicable. In such cases, the partner or associate will not participate in any fees derived from these processes.

II.9 Disclosure of Kinship and/or Relationship

Partners, attorneys, interns, and employees/collaborators of BRZ Advogados must inform BRZ Advogados of any existing family relationships between their respective spouses, companions, or relatives in the direct or collateral line, by blood or affinity, up to the third degree, and any political party, party official, or candidate for office who has or is expected to have a reasonable influence over the subject matter or performance of their contractual obligations, or any public official holding a position in the Legislative, Executive, or Judiciary or acting for or on behalf of a public body, public company, or international public organization. They must agree to immediately notify BRZ Advogados of any relationships that may arise during the contract term, whereupon all necessary and/or required measures must be taken by BRZ Advogados to ensure that the said relationship does not give rise to any conflict of interest or any violation of the precepts contained in the Anti-Corruption Law.

III. PROHIBITED CONDUCT

III.1 Donation of Gifts and Presents

Partners, attorneys, interns, and employees/collaborators of BRZ Advogados are strictly and absolutely prohibited from offering or receiving gifts, presents, hospitality, monetary values, or benefits of any kind to/from clients, whether public or private, current or potential suppliers, and public agents in general, defined as anyone holding a position or function in public administration bodies or entities, national or foreign, directly or indirectly, at all levels. Any donation of gifts or presents will have an institutional character, always of modest value and fitting within the conduct policies of the recipients.

III.2 Undue Advantages and Client Relations

Partners, attorneys, interns, and employees/collaborators are strictly prohibited from taking undue advantage of the institutional relationship with BRZ Advogados’ clients or acting with abuse of power, verbal aggression, false statements, or unfair commercial practices. Team members must not use the name of BRZ Advogados for personal benefit or that of third parties when dealing with BRZ Advogados’ clients, whether private or members of the public administration, national or foreign, directly or indirectly, at all levels of the Federation.

IV. GENERAL PROVISIONS

IV.1 All attorneys, interns, and employees, upon hiring, must receive a copy of this Code of Ethics and Conduct and sign a term acknowledging their understanding of it.

IV.2 This Code of Ethics and Conduct comes into effect on the date of its disclosure to the attorneys, interns, employees/collaborators of BRZ Advogados.