Code of Ethics and Conduct – Deal Comercializadora

Code of Ethics and Conduct

This material was prepared by DEAL COMERCIALIZADORA and cannot be copied, reproduced, or distributed without prior and express consent.

Application

This Code applies to all permanent or temporary employees of DEAL COMERCIALIZADORA, partners, directors, interns, and service providers allocated on the premises of DEAL COMERCIALIZADORA, as well as suppliers of goods and services. Certain policies included in this Code will also be applied to direct family members and/or companies directly or indirectly controlled or managed at the discretion of Collaborators, as defined in the policies of this Code.

Objective

Establish for all regular or temporary employees of DEAL COMERCIALIZADORA, partners, directors, interns, and service providers allocated in the premises of DEAL COMERCIALIZADORA, as well as suppliers of goods and services, and direct family members and/or companies directly or indirectly controlled or managed at the discretion of Collaborators, the conduct that permeates the operation of DEAL COMERCIALIZADORA in business and in relation to the society in which it is inserted.

DEAL COMERCIALIZADORA seeks, through this Code, to maintain the ongoing obligation to fully comply with the applicable regulations, aiming to reduce the risks incurred due to the nature of its business.

This Code aims to establish the main ethical, operational, and regulatory guidelines that govern the functioning of DEAL COMERCIALIZADORA’s activities and will not serve to exhaustively address all laws, regulations, and policies applicable to its activities. Furthermore, this Code intends to promote internal guidelines and controls compatible with the nature and complexity of the businesses conducted by the companies in the group.

For the purposes of this Code, any and all requests that depend on authorization, guidance, or clarification from the Compliance area must be sent to the email: compliance@dealcomercializadora.com.br.

This document must be observed by all permanent or temporary employees of DEAL COMERCIALIZADORA, partners, directors, interns (“Collaborator” or “Collaborators”), as well as by their suppliers and service providers allocated on the premises of DEAL COMERCIALIZADORA. Everyone must read, understand, and fully comply with the provisions of this Code, adhering to it in writing.

ETHICS AND CONDUCT

This Code sets forth the standards of ethics and conduct that must be observed by all Collaborators, suppliers, and service providers in the development of their activities within DEAL COMERCIALIZADORA. Here are established the principles, concepts, and duties that should guide both the interaction among Collaborators and the interaction with clients, prospects, government agencies, regulatory and self-regulatory bodies, competitors, and other market participants, as well as the general public.

1.1 Conflict of Interests

Employees should be aware of situations that may lead to conflicts between the interests of:

DEAL COMERCIALIZADORA and its clients
Employees and clients
Between clients themselves

As a usual standard of diligence and oversight, DEAL COMERCIALIZADORA expects its employees, suppliers, and service providers to report any perceived risks and/or concerns regarding specific business practices conducted by DEAL COMERCIALIZADORA or by any of its employees, suppliers, and service providers to the Compliance area.

Also, as a preventive measure against potential conflicts of interest, DEAL COMERCIALIZADORA prohibits its Employees from receiving or soliciting, directly or indirectly, any remuneration, benefit, or advantage that may compromise their independence in carrying out their activities, in accordance with the Policies on Gifts and Entertainment, External Activities.

At the beginning of their professional relationship with DEAL COMERCIALIZADORA, all Employees must declare in writing any potential conflict of interest that may exist between their professional and personal lives, which will be recorded by the Compliance department for monitoring, if applicable.

1.2 Responsibilities

It is the duty of all Employees:

To forward questions regarding this Code of Ethics and Conduct to the Compliance Director, as the administrator of this Code
To assist the Compliance area, when requested, in fulfilling the obligations described herein
To inform the Compliance area about inconsistencies in procedures and practices defined in this Code, and to notify the Compliance area about potential misconduct they become aware of
To act independently in conducting their activities, ensuring that their analyses and judgments are always based on technical and ethical concepts

– To prioritize high performance, ensuring that DEAL COMERCIALIZADORA always achieves excellence in service and in providing true, complete, integral, and timely information.
– To safeguard the interests of clients, not neglecting, under any circumstances, the defense of their rights, including taking appropriate legal measures when necessary.
– To report any situation that may be characterized as a conflict of interest to the Executive Committee, via the email compliance@dealcomercializadora.com.br, as soon as aware of it.

1.3 Equal Opportunity Policy

DEAL COMERCIALIZADORA adopts the Equal Opportunity Policy, meaning that all Employees are equally valued, as they represent the company’s most valuable asset. Therefore, DEAL COMERCIALIZADORA’s policies are designed to create and maintain a healthy, attractive work environment that allows for professional development and appreciation.

1.4 Code of Conduct

1.4.1 Code of Conduct Regarding Clients

Employees must follow the following ethical standards of conduct in their relationship with DEAL COMERCIALIZADORA’s clients, and must:

Perform your duties with loyalty to the clients, safeguarding their interests, in strict compliance with the contract established between the clients and DEAL COMERCIALIZADORA
Observe the principles relating to conflicts of interest established in this Code, avoiding practices that may harm the relationship maintained with the clients
Provide truthful and timely information requested by the clients, and, in the case of any complaints, forward them to your immediate superior and the Compliance area

1.4.2 Conduct Standard in Relation to Competitors

The relationship with competing institutions must be guided by ethical standards of competitiveness, and Collaborators should avoid behaviors that could be characterized as unfair competition, defamatory actions, or that could tarnish the image of their business, products, or services.

In accordance with the Information Confidentiality Policy, proprietary information of DEAL COMERCIALIZADORA or its clients may not be shared with third parties without the prior express authorization of the Compliance area.

1.4.3 Conduct Standards Regarding Hired Third Parties

The hiring of suppliers, service providers, and consultants must be based on technical, impartial criteria and within the needs of DEAL COMERCIALIZADORA.

The hiring of a company in which any of the Employees has any type of participation, directly or indirectly, or could represent a conflict of interest event, must be submitted to the Compliance area for prior approval.

For this analysis, the Collaborator must notify the Compliance area via the email compliance@dealcomercializadora.com.br, and the notification must include all documents related to the contract to be signed.

1.4.4 Code of Conduct Regarding Communication Channels

DEAL COMERCIALIZADORA has a general guideline of not providing information to the press, especially linking the name of DEAL COMERCIALIZADORA or its Collaborators. As a general rule, all Collaborators who receive requests from the press must inform the Executive Committee and respond to such requests using a standard email pre-approved by the Executive Committee and the Compliance area.

Any exception to this rule (use of the standard email) must be preceded by authorization from the Compliance Director.

Furthermore, Employees, when in contact with the press, must:

Limit themselves to strictly technical comments
Not comment on competitors
Not disclose sensitive information or information that may be considered relevant and non-public

1.4.5 Code of Conduct Regarding Agents of Public Bodies, Regulators, and Self-Regulatory Organizations

The Compliance department will be responsible for representing DEAL COMERCIALIZADORA before public agents, regulators, and self-regulatory organizations, except in specific cases. The Compliance department may authorize other employees to participate in the exchange of information in specific cases, provided that the Executive Committee of DEAL COMERCIALIZADORA is informed beforehand.

Except for routine reports and information, no information may be sent to public agencies, regulators, and self-regulatory organizations without the prior and express authorization of the Compliance department.

In cases where the Compliance department is unable to exercise the representation of DEAL COMERCIALIZADORA, the employee should seek the Executive Committee.

Employees are prohibited from signing subpoenas, citations, AR notices, and judicial or extrajudicial notifications. All these documents must be forwarded to the Compliance area and, in the absence of its responsible person, to the Executive Committee.

GIFTS AND ENTERTAINMENT POLICY

In the corporate world, gifts and entertainment, on a modest scale, are commonly used to strengthen business relationships between partners or as a gesture of thanks for a job well done.

In certain circumstances, it is justified to accept or offer occasional meals or small tokens. There are also occasions when there are justifications for accepting or offering business trips. It is important, however, that the Employee does not allow themselves to be influenced by such favors and does not create the expectation that their professional judgment was or could be affected.

2.1 Gifts

Gifts are typically small tokens of appreciation, such as: pens, planners, paperweights, mugs, backpacks, and even moderately priced wines.

The most important aspect in this context is that the gift does not create an expectation in the giver for special/differentiated treatment, especially concerning contractual, operational, and documentary conditions.

2.1.1 Types of gifts that can be accepted

Gifts whose value does not exceed the equivalent of R$ 500.00 (five hundred reais) may be accepted, provided they are given or received no more than once a month involving the same individuals.

Furthermore, only gifts that do not cause embarrassment or discomfort to the giver and the receiver, in the event that they become public, may be accepted.

2.1.2 Types of gifts that cannot be accepted

– Any and all gifts from government agents, regulatory agencies, and self-regulatory organizations

2.2 Entertainment

Entertainment includes meals, events, trips, concerts, and shows, whether during or outside of working hours, in a business context, involving business partners, suppliers, or clients of DEAL COMERCIALIZADORA.

As with the section regarding Gifts above, the most important factor is that entertainment does not create the expectation, in the guest, of special/differentiated treatment, especially concerning contractual, operational, and documentary conditions.

2.2.1 Prohibited Entertainment

The following events are not appropriate and are therefore prohibited under this policy and must be immediately refused:

3. DRESS CODE
It determines how the employees of DEAL COMERCIALIZADORA should dress in the common areas of the company, as well as at events where they represent it.

Employees should dress appropriately and in line with the work environment, avoiding inappropriate clothing or anything that could compromise the company’s image.

Our reference will be casual dress code, which conveys credibility and seriousness with the freedom of choice, allowing variations with:

Suit
Shirts
Blazers
Trousers
Tops
More formal dresses and skirts
Polo shirts and plain shirts
Uniform jeans
Tops

Important notes:

Colorful and printed clothes should be used in moderation and with good sense
The company’s polo shirt can be worn on all occasions
Sneakers, casual jeans, and t-shirts are allowed on Fridays

CONFIDENTIALITY POLICY

The Confidentiality Policy is intended to ensure the proper management of information temporarily held or owned by DEAL COMERCIALIZADORA, aiming to minimize threats to the business of DEAL COMERCIALIZADORA and to the provisions of this Code, primarily, but not exclusively, seeking to protect Confidential Information.

The direct coordination of the activities related to this policy will be the responsibility of the Compliance Director, who will also be responsible for its review, testing, and training of employees, as described here.

4.1 Concept of Confidential Information

Confidential Information is understood to be: information protected against unauthorized public disclosure, that is, all electronic, written, or spoken information that the employee has access to within DEAL COMERCIALIZADORA, including:

Data of DEAL COMERCIALIZADORA and its partners, directors, clients, and employees
Reports from regulatory bodies, self-regulatory agencies, and public authorities
Inspection and audit data
Marketing materials
Other proprietary information of DEAL COMERCIALIZADORA

All access to directories and information systems of DEAL COMERCIALIZADORA must be controlled. Only collaborators previously authorized by the Compliance Director will be able to access such directories and information systems.

4.2 Risk Identification

In the scope of its activities, DEAL COMERCIALIZADORA identified the following main internal and external risks that require protection:

Data and Information: Confidential Information, including information about clients, Employees, and DEAL COMERCIALIZADORA itself, as well as internal and external communications
Systems: information about the systems used by DEAL COMERCIALIZADORA and the technologies developed internally and by third parties, their possible threats, and their vulnerabilities
Processes and Controls: internal processes and controls that are part of DEAL COMERCIALIZADORA’s routine
Risk Management Governance: the effectiveness of risk management by DEAL COMERCIALIZADORA regarding threats and action plans, contingency, and business continuity

4.3 Access Controls to Confidential Information

The access control to the information systems of DEAL COMERCIALIZADORA will take into account the following premises:

Ensuring that the level of access granted to the Employee is appropriate to their profile
Immediate cancellation of access granted to employees who have been terminated, removed, or whose function has changed at DEAL COMERCIALIZADORA
Maintenance of digital documents for a period of no less than 6 (six) years

4.4 Information control barriers

Employees holding Confidential or privileged Information, due to their positions or responsibilities at DEAL COMERCIALIZADORA, must establish an information barrier for other Employees. Not exhaustively, the following behaviors must be observed:

Employees must avoid circulating in environments outside DEAL COMERCIALIZADORA with copies (physical or digital) of files containing Confidential Information
The disposal of Confidential Information in digital form must be done in a way that prevents its recovery
Information that allows for the identification of a DEAL COMERCIALIZADORA client must be limited to restricted access files
Employees must be vigilant against external events that may compromise the confidentiality of the information
Confidential matters should not be discussed in public or exposed environments
The Employee’s access password to DEAL COMERCIALIZADORA’s system is personal and non-transferable
The use of corporate email is exclusive to matters related to the business conducted by DEAL COMERCIALIZADORA

ANTI-CORRUPTION POLICY

A DEAL COMERCIALIZADORA has developed this Anti-Corruption policy as part of its Compliance program, serving as a tool for the prevention of conflicts and violations of Brazilian Anti-Corruption Laws, namely Law No. 12.846/2013, regulated by Decree No. 8.420/2015.

5.1 Definition of Corruption

It is the act of paying, promising to give, or offering any undue advantage to a public official to obtain a benefit for oneself or for any other person, whether natural or legal, even if the offer was not accepted. The most well-known form is the payment of bribes, but it can also occur through gifts, trips, offering and/or receiving entertainment, among other conduct.

5.2 Practices that can be characterized as Corruption

All acts performed by legal entities that harm national or foreign public property, violate principles of public administration, or contravene international commitments assumed by Brazil are characterized as harmful acts, including:

Promising, offering, or giving undue advantage to a public agent
Financing or covering illicit practices
Using intermediaries to conceal interests
Fraud in bids and contracts
Hindering investigative activities

POLICY FOR COMBATING AND PREVENTING MONEY LAUNDERING AND TERRORISM FINANCING

6.1 Introduction and Objective

Collaborators must avoid the involuntary involvement of DEAL COMERCIALIZADORA in criminal activities, including the inadvertent use of DEAL COMERCIALIZADORA as an intermediary in any process aimed at concealing the true source of funds derived from criminal activities related to money laundering (“Money Laundering”), particularly observing the provisions of Law 9.613/1998, amended by Law 12.683/2012, and financing terrorism (“Terrorism Financing”).

The crime of Money Laundering is characterized by economic-financial practices aimed at disguising or hiding the illicit origin of certain financial assets or patrimonial goods, in such a way that these assets appear to have a legitimate origin or that, at least, the illicit origin is difficult to demonstrate or prove. The process theoretically involves three phases or stages:

Placement
Layering
Integration

6.2 Execution and Responsibilities

COAF is responsible for regulating, applying administrative penalties, receiving, examining, and identifying suspicious occurrences of illicit activities related to Money Laundering.

HUMAN RIGHTS POLICY AND ADEQUATE WORKING CONDITIONS

7.1 Human Rights and Adequate Working Conditions

DEAL COMERCIALIZADORA respects and promotes human rights in all its activities, in accordance with the Universal Declaration of Human Rights and the American Convention on Human Rights. This respect for the freedom and dignity of the human person must be observed by its Employees, suppliers, service providers, and business partners.

7.2 Freedom of Association

DEAL COMERCIALIZADORA respects and defends the freedom of association of its Employees concerning:

Associations
Unions
Professional entities

As well as the right of its Employees to engage in collective bargaining in accordance with applicable laws and regulations.

7.3 Respect for Diversity

DEAL COMERCIALIZADORA respects diversity and does not permit any form of discrimination based on:

Ethnicity
Gender
Nationality
Civil status
Physical condition
Age
Sexual orientation
Social position
Belief
Politics
Any other forms of prejudice

7.4 Prohibition of Child Labor or Analogous to Slavery

DEAL COMERCIALIZADORA does not use child or slave labor, nor does it employ workers under conditions similar to slavery or forced labor, nor does it hire services or maintain business relationships with companies, organizations, entities, and/or institutions that directly or indirectly adopt such practices.

8. DOUBTS, COMPLAINTS, AND WHISTLEBLOWER CHANNEL

8.1 Questions

If the Collaborator has any questions regarding any of the Policies contained in this Code, they should contact the Compliance area via the email compliance@dealcomercializadora.com.br.

8.2 Complaints

A complaint is considered any expression alleging behavior or conduct deemed inappropriate by DEAL COMERCIALIZADORA, which may be communicated through:
– Email
– Correspondence
– Other means of communication
– Verbally
In line with the values adopted by DEAL COMERCIALIZADORA, the group has an internal procedure to respond promptly and appropriately to any complaints directed to it.

8.3 Whistleblower Channel

In accordance with anti-corruption rules and best practices, DEAL COMERCIALIZADORA has developed its own whistleblower channel, operated by an independent third party, which can be anonymous or identified, at the discretion of the Employee.

If the Employee is confronted with any practice, or suspects the occurrence of any practice that violates the guidelines or any Policies and procedures of this Code, they should inform the Compliance area via email: compliance@dealcomercializadora.com.br.

The received reports will be forwarded to the Compliance Director without identifying the Employee who chose to make the anonymous report. If they have identified themselves, the Employee may be contacted for assistance in the investigations and/or feedback.

Whether identified or remaining anonymous, the confidentiality of the Employee is guaranteed by this Code, and any form of retaliation is absolutely prohibited.