I. INTRODUCTION

One of the major pillars for DAVID RECHULSKI, ADVOGADOS is integrity and the law firm is constantly striving for ethics and transparency to be inexorable commitments in its relationships with clients, with the public administration and in the interpersonal relations of its professionals.

II. PRESENTATION

DAVID RECHULSKI, ADVOGADOS is fully committed to ethics and integrity. The key principles and guidelines governing the activities of its members are set forth in this Code of Ethics and Conduct and aim to assure a transparent and upright relationship between its professionals and clients, suppliers, regulatory agents and other stakeholders.

Complying with the rules set forth herein is mandatory not only because they consist of indispensable premises for the practice of law, but also because they reflect DAVID RECHULSKI, ADVOGADOS values, which are fundamental for the activity of all of its members.

This Code of Ethics and Conduct must be applied in conjunction with other policies and ideals of DAVID RECHULSKI, ADVOGADOS, the Code of Ethics and Discipline of the Brazilian Bar Association, as well as the Statute of the Legal Profession and the Brazilian Bar Association, notwithstanding to any other applicable rule or legislation.

In order to provide an easier understanding of the purpose of this Code, we have listed three questions and the respective answers that represent its essence:

1. What is the Code of Ethics and Conduct and what is its purpose?
The Code of Ethics and Conduct is an official document of our law firm that must be strictly complied with by all its professionals, and is intended to guide how they must behave within the working environment.

2. What is ethics?
Despite its extremely broad concept, for the purposes of this Code, ethics is the set of standards and values that must guide our behavior in the working environment and at all moments related to its development.
It is important to mention that, specifically for lawyers, the premises related to ethical behavior are also provided for in the Code of Ethics and Discipline of the Brazilian Bar Association and in the Statute of the Legal Profession and the Brazilian Bar Association.

3.What are DAVID RECHULSKI, ADVOGADOS standards and values?
Our firm’s key standards and values include strict respect for the laws and rules applying to it and to its professionals, non-discrimination among people, mutual respect in labor relations and conscientious use of the firm’s resources.

III. APPLICATION

This Code of Ethics and Conduct addresses rules to all members of DAVID RECHULSKI, ADVOGADOS and establishes the principles that will guide their conduct in accordance with the values of ethics and integrity adopted by the firm.

The Code is valid for an indefinite term and all members of DAVID RECHULSKI, ADVOGADOS will receive it upon joining the firm and attending the introductory training, and are required to sign the attached Term of Commitment and Adhesion confirming that:

(i) they received a copy of this Code;

(ii) they are aware of its entire content and fully agree with its rules, undertaking to fully comply with them in all of their activities, during the effectiveness of their professional or corporate relationship with the firm and after termination of their professional or corporate relationship with the firm;

(iii) they are aware that any violation of this Code will imply adoption of the relevant disciplinary measures; and

(iv) they undertake to report through the proper channels any violations or suspected violations of this Code.

In addition to the introductory training, annual training sessions will also be held to address this Code and other internal policies of the firm, and any updates thereto.

IV. ETHICS COMMITTEE

The Ethics Committee of DAVID RECHULSKI, ADVOGADOS will be comprised by the seven members of its Board of Directors and will be installed to investigate possible violations of the provisions set forth in this Code.

The Chairman of the Ethics Committee – a position to be held by the acting Chairman of the Board of Directors – shall appoint one of its members to report on and conduct the internal investigation. The other members shall be responsible for following up on the investigation and, at the end, submitting their votes, in writing, in relation to whether such violation is or is not legitimate. Should the violation be confirmed, they will then resolve on the applicable disciplinary measure.

The responsibilities, duties and prerogatives of the Ethics Committee are as follows:

(i) to assess the proposals from its members and directly propose adjustments or updating to this Code;

(ii) to inspect the compliance with the provisions of this Code and disclose it;

(iii) to resolve on omitted cases;

(iv) to investigate, when required, violations of the provisions of this Code, whether or not arising from reports, being allowed to impose the applicable disciplinary measures;

(v) to keep the secrecy of the facts, conducts and information investigated and received.

During its works, the Ethics Committee should also comply with the following rules:

(i) a member of the Ethics Committee who in any way participated in the reports received or facts occurred, who has any degree of kinship with the persons included in the report or who is not independent from them is prohibited from participating in the investigation of the reports received or facts occurred;

(ii) the members of the Ethic Committee will not receive any kind of compensation for participating in the Committee.

In case of reports containing critical content according to the Ethics Committee analysis, the firm’s leading partner, David Rechulski, will also take part in the Ethics Committee, being entitled to an equal vote on the matter and on any disciplinary measure to be applied.

V. THE VALUES OF INTEGRITY FOR THE FIRM AND THEIR APPLICATION TO THE
PROFESSIONAL ACTIVITY

DAVID RECHULSKI, ADVOGADOS members must preserve and foster ethics and integrity at all times during their professional activity, especially in relation to:

(i) Avoiding conflict of interests:

DAVID RECHULSKI, ADVOGADOS members must inform the Ethics Committee in writing whenever they intend to participate, directly or indirectly, as a partner or member of any company, whether a simple professional company or a business company, that has or may have a commercial relationship with the firm.

No member of the firm may, without the prior and express authorization of the Ethics Commission, sign a petition, opinion or any other document that requires enrollment with the Brazilian Bar Association and that does not arise from the firm’s retainment of services, even if in behalf of personal interests. In this latter case, exceptions include events involving preservation of the privacy of the firm’s member.

If necessary, the Ethics Committee will be called to analyze whether the activity intended by the member of DAVID RECHULSKI, ADVOGADOS violates or not the terms of this Code, and the decision of the Ethics Committee should be accepted by the member.

(ii) Maintaining a respectful working environment

DAVID RECHULSKI, ADVOGADOS does not accept and fully repudiates any and all disrespectful and discriminatory actions, of any nature, and praises for a respectful and dignified working environment for all of its employees, interns, associates and partners, as well as prohibits any type and form of moral or sexual prejudice and harassment.

Moral harassment means the attitude, gesture or word that embarrasses, humiliates, compromises the reputation, personal self-esteem and safety of an individual. Sexual harassment means the act of embarrassing someone with the purpose of obtaining a sexual advantage or favor. Prejudice means any discrimination of any nature, whether religious, ethnical or due to gender, social class, physical condition, marital status, age and disability of any kind, among others.

It should be borne in mind that everybody has the right of political freedom and speech, but during business hours or while developing their activities, or further, while representing DAVID RECHULSKI, ADVOGADOS or a client in any way, political or party propaganda are prohibited.

(iii) Maintaining a healthy work environment, in compliance with health assumption and safety rules, as well as environmental preservation

DAVID RECHULSKI, ADVOGADOS encourages all its members to act in compliance with environmental preservation, recommending the rational and sustainable use of resources, thus avoiding waste during daily activities, such as: unnecessary printing, not turning off the lights and/or the air-conditioning after leaving a room, not turning off the monitors after finishing the activities for the day, among others.

The health and safety of all of our members are also essential for the healthy and adequate provision of services provided by the firm, for which reason care in this regard is fundamental. All the necessary precautions for maintenance and preservation of a safe work environment shall be respected by everyone, as well as the internal rules and policies in this regard.

(iv) Preserving the secrecy of confidential information

DAVID RECHULSKI, ADVOGADOS is firmly committed to maintaining the confidential character of all information received as a result of the activities performed by its members.

To this end, we provide for confidentiality rules in our agreements and for institutional guidelines for data preservation as set forth for in our Data Privacy and Processing Policy, in addition to those inherent to the practice of the law and legal provisions.

Upon joining the firm, firm members will sign a term of acknowledgment regarding the mandatory nature of this preservation, which will remain valid for an indefinite term, even after termination of the employment contract or their withdrawal from the company.

(v) Adequate data processing – General Data Protection Law

The firm processes personal data as strictly necessary and adequate for specific purposes, having in place the above-mentioned Data Privacy and Processing Policy, which was prepared in strict accordance with the guidelines set forth in the General Data Protection Law.

All members of the firm are subject to specific training in this matter and, in addition to consultation to said policy, they may contact our Data Protection Officer to solve any questions and provide the support required.

(vi) Interacting with the media

We have in place a media distancing protocol to avoid any comments to the press about concrete cases handled by the firm, except when there is a request/permission from the client in this respect.

The protocol also includes guidance regarding the proper use of social media by firm members, always in a respectful and thoughtful way, and never associated with the firm or its clients.

(vii) Complying with anticorruption policies

DAVID RECHULSKI, ADVOGADOS strongly repudiates any and all illegal conducts within the exercise of its activities, among which corruption is included. Accordingly, the payment of undue amounts, and the offer and promise of payment of such amounts or any other undue advantage to national or international public officials, are expressly prohibited, by its members or through third parties acting or that might act in its behalf. The same practice is also prohibited when involving individuals with the intention of inducing the recipient to abuse their position to give the firm any type of undue advantage, including of a commercial nature.

The premises referred to above apply towards preventing and fighting any and all illegal acts or frauds – the establishment and maintenance of an absolutely upright relationship with public officials being imperative –, and in case there is any doubt or suspicion about any conduct of members of the firm or of third parties with whom they work, the fact should be promptly communicated to the Ethics Committee, who shall set up the proper investigation.

(viii) Upright relationship with public authorities

The relationship of firm members with all and any public authority, irrespective of their function or responsibility, should be official, formal, respectful, transparent, ethical and morally upright.

Such assumptions must be complied with even if the relationship with a public authority does not arise from the provision of services retained by the firm – except when there is an affectionate or kinship relationship -, considering that its members are equally responsible for maintaining the unblemished image and reputation of DAVID RECHULSKI, ADVOGADOS.

(ix) Relationship with suppliers and third parties

The relationship of DAVID RECHULSKI, ADVOGADOS members with suppliers and third parties must, therefore, be based on professionalism, politeness, efficiency, respect, dignity, honesty, confidentiality and equity, and the offering or receipt of any concession related to the purchase or sale of products or provision of services are prohibited.

DAVID RECHULSKI, ADVOGADOS expects from its suppliers the same commitment to ethics and integrity and complying with such values, and the respective agreements should include clauses in this respect, which, in case of non-compliance, may lead to termination thereof.

(x) Relationship with former members of the firm

Lawyers who have withdrawn from DAVID RECHULSKI, ADVOGADOS are prohibited from soliciting or acting in favor of the firm’s clients and must mandatorily respect a minimum period of two (2) years to maintain any provision of service relationship with clients of the firm, under penalty of characterizing ethical violation before the Brazilian Bar Association,1 as well as a potential crime of unfair competition.

(xi) Gifts, giveaways and courtesies

DAVID RECHULSKI, ADVOGADOS prohibits the offering, provision and acceptance of gifts, giveaways and corporate courtesies by its members. Notwithstanding, a usual business practice may provide for the occasional offering, provision and acceptance of gifts, giveaways, and courtesies of a modest value and that do not characterize the granting of benefits by recipients.

Acceptance or provision of giveaways or courtesies by members of the firm is admitted only when permitted by Brazilian legislation, when they are offered with utmost transparency, are not intrinsically capable of influencing decisions of the offeror/recipient, are not associated with any minimum consideration by both parties, are customary under usual business practices, refer to professional purposes, and do not exceed the amount of one hundred Reais (R$100.00).

1 Resolution No. 16/98 of the Court of Ethics and Discipline I – Professional Ethics Panel, of the Brazilian Bar Association, São Paulo Chapter.

(xii) Donations, memberships and political and social activities

Naturally, firm members have their rights guaranteed by legislation. However, when exercising them, it is important that there be no association with the firm or its clients and further that they do not give reason to rise any conflict of interest.

The firm encourages its members to take part in voluntary solidarity actions aimed at social entities. To this end, we have a third sector incentive and support protocol in place delimiting the guidelines regarding support or volunteer work directly by each of its members.

(xiii) Proper use of the firm’s assets and resources

DAVID RECHULSKI, ADVOGADOS members should use the firm’s assets and resources for exclusive professional purposes, in accordance with the ethical principles of this Code. Using the firm’s assets and resources for any other purpose, even if it does not violate the internal rules and guidance or impair the performance of work activities, is prohibited.

It is important to emphasize that assets and resources are taken to mean all assets of the firm, whether material or not, including, therefore, not only drafts, procedural documents and legal opinions, but also software and electronic and communication means.

General users of these electronic resources should not expect privacy when using them, given that they are, as permitted by applicable legislation, corporate tools that may be monitored at any time, without prior notice or permission.

(xiv) Anti-money laundering measures

DAVID RECHULSKI, ADVOGADOS acts in accordance with the best anti-money laundering practices, always seeking to establish relationships with partners and suppliers that likewise base their actions and conducts on respect for the law and the practices referred to above.

To this end, we should stress that all provision of services by DAVID RECHULSKI, ADVOGADOS is formalized in agreements, and all services are provided upon issuance of the

respective tax invoice. Furthermore, all transfers or payments are made to and from checking accounts held by the firm, notwithstanding other actions applicable to the issue.

VI. WHISTLEBLOWING CHANNEL

DAVID RECHULSKI, ADVOGADOS has a tool in place to allow everyone, whether members of the firm or not, to report any and all facts that they understand require assessment by the firm.

This is the Whistleblowing Channel through email canaldenuncia@dreadv.com.br, to where all reports should be sent. The whistleblower may even indicate, at their sole discretion, the recipient of the report, who may be the Chairman of the Board of Directors and/or the firm’s leading partner. At this moment, the reports will be addressed pursuant to a previously established procedure, preserving the anonymity of the whistleblower, when so requested or required.

Firm members may also send their communication/report to the Board of Directors, which will adopt the measures required for investigation through the Ethics Committee.

Upon becoming aware of a fact that implies violation of this Code or of any other internal rule or policy of the firm, it is the member’s duty to make said communication, being entitled to remain anonymous.

The firm will assume that all reports are made in good faith, even if they are inconclusive or groundless, provided, however, they will not result in penalties to the whistleblower, except for those provenly made in bad faith.

VII. DISCIPLINARY MEASURES

Non-compliance with the principles and guidelines provided for in this Code by any members of DAVID RECHULSKI, ADVOGADOS is subject to application of the relevant disciplinary measures, which may include:

(i) for lawyers: formal warning or exclusion from the company, for cause;

(ii) for interns: formal warning, suspension or termination of the internship agreement;

(iii) for the other employees: formal warning, suspension or termination of the employment contract.

All reports/findings of violation of this Code will be investigated in an impartial manner by the Ethics Committee of DAVID RECHULSKI, ADVOGADOS, which will be responsible for the applicable investigations, as well as the definition and application of the relevant sanctions on a proportional and individual basis, always assuring the alleged violator the opportunity of defense.

All members of DAVID RECHULSKI, ADVOGADOS should, whenever so requested, cooperate with any investigation or internal or external audit.

VIII. FINAL PROVISIONS

DAVID RECHULSKI, ADVOGADOS considers, as evidenced in this Code, integrity as one of the most important pillars of the professional activity and the practice of law, since ethics should guide the conduct of all its members.

This confers credibility to the actions of the firm and security to its clients, for which reason compliance with and adhesion to the terms of this Code is indispensable and fundamental.

Finally, all members of DAVID RECHULSKI, ADVOGADOS, upon receiving and becoming aware of the content of this Code, will express their acknowledgment, understanding and commitment to the most faithful and strict compliance with the full content of this Code of Ethics.

São Paulo, November 10, 2021.

David Rechulski, Advogados

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