Code of Ethics and Professional Conduct

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1. Introduction

This Code of Ethics and Conduct aims at providing a brief understanding on the principles of ethical conduct guiding Qualicorp’s commitment to our business integrity and the Company’s internal and external relationships.

This conduct shall be incorporated and guide into employees’ daily activities, who shall act in accordance with the laws, rules, regulations, policies and in-company internal procedures by ethical behavior and compliance with the antitrust laws.
In case of doubt, employee shall consult his/her immediate manager, the Compliance agent of their department or the Compliance Office.

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2. CEO Note

Dear,

The ethical conduct, shared and reaffirmed in this document, is the foundation for sustaining, developing and strengthening Qualicorp.

The guidelines and norms of behavior that we consider to be ethically correct are presented here, as a formal declaration of ethical commitment, principles of transparency, integrity and respect for equality of rights, diversity of employees (irrespective of hierarchical position) and third parties acting on behalf of the company, in order to regulate the conduct and actions of all these individuals.

Therefore, we must carry out our activities in accordance with the principles and rules presented in this Code and, with their special participation, enhance and guarantee the company‘s image and solid reputation.

CEO.

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3. WORKPLACE

Workplace relations shall be guided by courtesy, trust, respect, honesty, ethics and impartiality in the relationship with everyone employees maintain professional contact, inside or outside the Company, regardless of their hierarchical position, so that to contribute to the maintenance of the highest level of human and professional respect at the workplace and the Company’s reputation and interests.

UNACCEPTABLE BEHAVIOR

For a better understanding, see below the practices not accepted under any circumstances by Qualicorp:

  • Moral or sexual harassment
  • Disrespectful, impolite, threatening, retaliation or discriminatory treatment towards any person, regardless of his/her hierarchical level, duty or position;
  • Discrimination due to social origin, race, color, gender, age, religion, physical characteristic or sexual orientation;
  • Use, for private purposes, or transfer to third parties, technologies, methodologies or proprietary information of the Company or third parties, under the possession of Qualicorp, without previous and express authorization;
  • Express oneself on the Company’s behalf, including in social networks, blogs or any other type of vehicle or media, without previous authorization;
  • Develop external activities competing with the Company’s businesses;
  • Use the Company’s systems and resources for activities rather than specific professional activities, established for employee, or also to disseminate or spread gossips, pornography, jokes, games or political advertising;
  • Buy and/or sell or advise the purchase and/or sale of the Company shares based on information not disclosed to the public market, as well as disclose insider confidential information;
  • Sell any type of private product or service at the Company’s premises;
  • Work under the effect of alcohol or illegal drugs;
  • Acts that may cause damages to the Company’s assets.

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4. EXTERNAL RELATIONSHIP

Relationship with shareholders, customers, suppliers, business partners and competitors shall be guided by honesty, respect and compliance with the prevailing laws.

Shareholders: Qualicorp respects all its shareholders, regardless of the size and origin, and adopts the best Corporate Governance practices, valuing transparency and equity when providing information thereto.

Customers: Qualicorp’s relationship with customers shall be guided to meet their needs. Our services shall focus respect, courtesy and efficiency, providing clear and accurate information and appropriate solutions.

Suppliers and business partners: Qualicorp’s principle is to work with reputable suppliers and business partners, ethical and responsible. The Company adopts ethical and responsible and legal objective practices when selecting, negotiating and managing all business activities, treating suppliers and business partners respectfully, without privileges, aiding or discrimination of any nature.

All suppliers and business partners shall guide their behavior by the principles contained in this Code of Ethics and Conduct.

Competitors: Qualicorp respects other companies operating in the market and ensures a healthy competition, guiding its actions by ethical behavior and compliance with the antitrust laws.

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5. RELATIONSHIP WITH PUBLIC AGENTS AND PROHIBITION TO IMPROPER ADVANTAGE

Qualicorp maintains ethical, integrate and transparent relationship with the government and regulatory agencies. Under no circumstance, employees to offer, promise, make, authorize or provide (direct or indirectly through third parties) any improper advantage, payments, transfer of valuable items to a public agent (including their relatives), under the penalty of the Company being seriously harmed and subject to, and the employee involved in such practice, to lawsuits, severe civil and criminal penalties and administrative sanctions.

Improper advantage is the offering of a valuable item to a public agent, such as money, entertainment, hospitalities, trips, gifts, a valuable item to their relatives, donations, amongst others.

It is prohibited to grant special benefits or aiding to public agents, even Qualicorp’s customers, which may be considered improper advantage for the purposes of the Anti-corruption laws.

It is worth mentioning that Qualicorp maintains in its operations, a relationship with trade associations classified as public, whose employees and officers are considered public agents, for the purposes of the Anti-corruption laws.

All employees shall also comply with the guidelines contained in the Anti-corruption Guide, available at our intranet under Programa Compliance (Compliance Program) and at the website www.qualicorp.com.br/ri, under Corporate Governance.

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6. CONFLICT OF INTERESTS

Employees shall ensure that their actions do neither conflict with Qualicorp’s interests nor damage the Company’s image and/or reputation.

The conflict of interests occurs when an employee influences or may influence Qualicorp’s decision, which results or may result in any direct or indirect personal gain for himself/herself, family members, friends or any person which the employee may have a emotional bond. To exemplify, conflict of interests is:

  • Personal interest which may influence the execution of eventual business of Qualicorp’s interest, such as the hiring of relatives or suppliers with whom employee maintains private business relations;
  • Obtain private privilege from suppliers, service providers, customers and competitors due to his/her duties at Qualicorp.

The hiring of relatives, either by kinship or affinity, only will be allowed by Qualicorp when it does not imply actual or supposed conflict of interests. Relatives are neither allowed to work at the same superintendence nor have subordination relationship.

Not always, the conflict of interests is clear. Therefore, in case of doubt, employee shall consult his/her immediate manager, the Compliance agent of their department or the Compliance Office and if aware of a real or supposed conflict, employee shall report it to the Complaint Channel.

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7. Gifts and Entertainment

Gifts, presents and entertainment not exceeding R$200.00 may be accepted or offered, as courtesy or for institutional purposes, such as:

  • Baskets, panettones or chocolates;
  • Diaries, notebooks, pens, pencil or calendars;
  • Tickets to shows, theater and movie theater;
  • Sports events;
  • Lunch or dinner.

Any gift, present or entertainment to exceed R$200.00 shall be approved by the company’s chief executive officer. Moreover, all that is offered shall be recorded clearly and accurately.

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8. COMPLAINT CHANNEL

It shall be incumbent upon all employees to notify any infringement or suspected infringement to the principles defined in the Code of Ethics and Conduct, in-company rules and policies, regardless of the identity or position of the person under suspicion of infringement, the omission of which shall be equally considered unethical conduct.

All information referring to any ethical infringement or illegal activity shall be reported to the Complaint Channel via the website www.canaldedenuncias.com.br/qualicorp, or toll free number 0800 721 5959. The report may be anonymous or identified and will be received by an independent company and treated as confidential by the Compliance Office.

2 By kinship (father, mother, children, siblings, grandparents, grandchildren, uncles and aunts, nephews and nieces, cousins, etc.), by affinity (mother-in-law, father-in-law, son-in-law, daughter-in-law, brother and sister-in-law, other relations by marriage including stepmother, stepfather, stepson, stepdaughter, etc.).

Qualicorp undertakes to maintain the confidentiality on the identity of those denouncing and/or participating in the investigation on the infringement to the Code of Ethics and Conduct , not accepting discrimination or retaliation of any nature against employees who in good faith, notified about the infringements or suspected infringement, the wrongdoer under the penalty of disciplinary action that may even result in dismissal.

In case of service providers, the failure to comply with the Company’s Code of Ethics and Conduct, Anti-corruption Guide and In-Company Rules and Policies may result in disciplinary sanctions or the immediate suspension of the Agreement and, where applicable, lawsuit.

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9. MANAGEMENT OF RECORDS AND INTEGRITY OF INFORMATION

All employees are liable for the information contained in records and documents supporting Qualicorp’s activities. Therefore, they shall ensure and acuity data correction and adequacy, as well as maintain all the current documentation according to the procedures established and the legal and/or tax requirements.

Commitment and Adhesion

Employees’ commitment is essential, so that the Code of Ethics and Conduct is an effective instrument to guide employees’ conduct on the Company’s behalf. Everyone is responsible for complying with it in his or her professional daily activities, must fully adhere to its terms, promoting its values of corporate practice.


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