MESSAGE FROM THE BOARD OF DIRECTORS

In this Code, we consolidate the values that guide the history of the partners and the company, with emphasis on the priority and commitment to an ethical business environment, nationally and internationally.

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We act with honesty, integrity and respect, even in fierce competitions. Because we believe that a company becomes even greater when it acts ethically and preserves its values and principles in any dispute.

Read the guidelines for conduct, understand them and, when facing difficult situations, consult them to guide yourself. When you feel unsure, come to us – the Board, the Legal Team, your leaders or Human Resources – and ask for help.

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Finally, if you have any concerns about conduct you have seen or heard about, please report them through our Ethics Channel. We take this information seriously. We hold ourselves accountable when we encounter misconduct and never tolerate retaliation against employees who speak up in candor and good faith.

 

We thank you in advance for helping us win the right way.

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1. INTRODUCTION

With commitment and corporate responsibility, Grupo Vibe's main scope is to build trust with all its employees and partners, customers, government entities and the community.

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This commitment is expressed in our Charter of Values, Charter of Principles and reiterated in this Code of Conduct, which has been designed, structured and will be repeatedly revised around the standards that reflect the culture, mission and values of the Group's companies, with the aim of perpetrating a culture of integrity, sustainability, honesty, transparency and a policy of good conduct.

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2. SCOPE

This Code of Conduct includes guidelines based on ethical and moral standards that will serve as a reference for the behavior of all employees, and its application is applicable to all members of the Vibe Group's staff, in the exercise of their functions, including service providers.

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3. COMMITMENT OF SENIOR MANAGEMENT

This Code is designed and structured by the Board of Directors together with the Legal Team, which are fully committed to the effective implementation and effectiveness of the rules of conduct idealized herein.

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4. COMMITMENT AND SERIOUSNESS

The search for excellence with ethics and transparency is a pillar of support for the history and growth of the Vibe Group, which is why the senior management and all employees are committed to this Code and to compliance with the laws, valuing its applicability and efficiency.

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5. ENVIRONMENTAL SUSTAINABILITY

Among the priorities of the Vibe Group, the protection of a balanced environment is based on the observance of environmental standards and, in programs to encourage the reduction of energy consumption and environmental impacts and promotion of sustainability, such as awareness to reduce waste generation, correct disposal of waste and the sustainable consumption of natural and material resources,  such as water and energy.

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6. SOCIAL COMMITMENT

Inclusion is among the values of the Vibe Group, and one of its priorities is to provide a diverse and inclusive environment for all and with equal access to opportunities without distinction, seeking to attract, maintain and constantly develop professionals, valuing the diversity of experiences and knowledge, with stimuli for personal and professional evolution.

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7. DECISION-MAKING

Right decisions reflect in good results for the Group as a whole. As a result, every decision to be made, whether in the internal or business sphere, must observe the following guidelines:

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• Is this a decision contrary to the legislation? It should not be taken.

• Is this a decision contrary to this Code of Conduct, values or culture of the Group? It should not be taken.

 

In case of doubts in any of the guidelines above, or in the existence of a conflict of interest, the direct leadership or the Legal Team should be consulted.

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8. CONFLICT OF INTEREST

The conflict of interest occurs whenever there is some own benefit in opposition to the ethics or interests of the Vibe Group. In order to avoid such situations, it is necessary to:

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• To avoid individual or family participation in the business of any supplier or customer of the Group.

• If there is individual or family participation in the business of any supplier or customer, the individual interests of those should never override those of the Vibe Group;

• Never purchase products or services under privileged conditions from the Group's suppliers;

• Never provide any information about Grupo Vibe to which you have access, aiming to privilege or harm the contracting or supply of products or services, to obtain pecuniary advantage or to serve personal interests or third parties.

 

When in doubt in any of the above situations, the direct leadership or the Legal Team should be consulted.

 

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9. GUIDELINES TO COMBAT FRAUD, BRIBERY AND CORRUPTION

Grupo Vibe encourages its entire relationship chain to share the highest standards of integrity and ethical conduct, always carrying out its activities in accordance with all laws and regulations in force, especially, but not limited to, the provisions of Law 12,846/2013 – Anti-Corruption Law and Decree 11,129/2022, which regulates said law.

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Grupo Vibe also reiterates the need for everyone to observe the validity of its internal rules, such as this Code of Conduct and the Anti-Corruption Policy, to combat and prevent all forms of fraud, passive corruption, extortion, kickbacks or other similar conducts.

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10. RISK MANAGEMENT

Grupo Vibe adopts an internal methodology that provides subsidies to (a) identify, (b) measure and evaluate, (c) monitor, (d) mitigate and (e) report exposure to corruption risk for communication, appreciation and internal deliberation, according to the respective area of operation, as well as to regulatory bodies.

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11. INTERNAL RELATIONSHIP – MUTUAL RESPECT

The internal relationship between employees must value total urbanity and respect, regardless of the existing hierarchy. The following are not allowed under any circumstances:

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• Conduct that privileges or discriminates against any employee based on social class, cultural or ideological differences, color, gender, sexual orientation, origin, ethnicity, age, religion or any other condition;

• Conduct that constitutes bullying, acts of violence, intimidation, use of abusive language, or threatening conduct;

• Conducts that constitute any form of inhumane work, prejudice, discrimination, racism, homophobia, moral or sexual harassment, situations of intimidation, humiliation or embarrassment;

• Conduct that disrespects any labor rule or regulation;

• Conduct that puts any employee at risk.

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The conducts indicated above will be treated with the necessary rigor, being subject to the sanctions provided for in this Code, as well as the penalties provided for in the legislation in force, regardless of whether they occur inside or outside the premises of the Group's companies.

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12. EXTERNAL RELATIONSHIP – CUSTOMERS

All work built and developed by the companies of the Vibe Group is based on the assumption and inspiration of customer satisfaction. To this end, any and all customer relationships must observe:

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• Transparency in the relationship, granting priority and clarity to any and all information of interest to the client, as long as it is not protected by confidentiality;

• Prioritizing customer satisfaction without infringing any ethical or cultural norm of the Group;

• Respect consumer protection standards, especially when acting honestly in advertising and the sales process.

• Give special attention to after-sales, allowing broad access and clarification about the services provided;

• Compliance with the provisions of Law 13,709/18, which regulates the protection of personal data, and Law 12,965/14, which regulates the Civil Rights Framework for the Internet.

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13. EXTERNAL RELATIONSHIP – PUBLIC CLIENTS

Based on the Anti-Corruption Law, the Bidding Law, the Administrative Improbity Law, among other related rules, the relationship with public entities will observe the following guidelines:

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• Strictly comply with the laws that govern relations with national and international public officials from all spheres of power, as well as members of political parties and candidates for political office;

• All proposals and contracts shall be conducted strictly as provided for in the Public Procurement and Procurement Law, no advantages, proposals or additional contacts shall be tolerated;

• Avoid any and all situations that may cast doubt on the integrity of relationships and in which there is the possibility of some kind of advantage.

• All sales processes to the Government must meet the guidelines of the Anti-Corruption Policy.

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14. EXTERNAL RELATIONSHIP – SUPPLIERS

Relations with suppliers must be conducted according to the internal procedures for request for proposals, selection, evaluation and approval based on the guidelines set forth below:

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• Select suppliers based on objective criteria.

• Select suppliers based on the highest quality, price, expertise, credibility and reputation in the market.

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15. EXTERNAL RELATIONSHIP – COMPETITORS

Any and all conduct and decision-making must prioritize the customer, based on ethics and transparency. Under this foundation, any conduct that characterizes unfair and anticompetitive competition will not be tolerated, such as:

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• Price matching;

• Division of customers and market;

• Use of Insider Information;

• Dumping, Tipping or Trust practices.

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16. GIFTS, GIFTS, COURTESIES AND HOSPITALITY

The offering or acceptance of gifts, gifts, courtesies, and hospitality can create the appearance that business decisions are being influenced by other factors. Gifts, gifts, cordialities, and hospitality may be offered or accepted, as long as they comply with the criteria defined in the Anti-Corruption Policy.

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The offer and receipt of gifts, gifts, courtesies and hospitality, under no circumstances, may occur to ensure an advantage. It is forbidden to offer it to Public Officials, or to any person, if it can be understood as an attempt to influence a commercial or official decision and/or to obtain or withhold an unfair deal or any advantage or if it negatively affects the reputation of the company.

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17. DONATIONS AND SPONSORSHIPS

Donations and sponsorships may be legitimate and represent the interests of the Vibe Group. However, corruptive acts can also occur through these benefits, so donations and sponsorships can never be granted or received by employees or third parties on behalf of Grupo Vibe, with the intention or condition of influencing or directing any relationship with a public or private agent.

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All requests for Donations and Sponsorships must be forwarded for analysis by the Legal Team and the Board of Directors, through the e-mail juridico@vibetecnologia.com.

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18. CONFIDENTIALITY AND SECRECY

Any and all internal information is protected by confidentiality, and may not under any circumstances be disclosed, shared or reported externally without the express written consent of Grupo Vibe.

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This secrecy also affects information related to employees and service providers.

 

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19. COMPANY IMAGE AND CULTURE

Every employee carries the image of Grupo Vibe with him, and conduct that violates ethics, morals and current legislation is not tolerated.

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The employee must adopt a posture consistent with the values and principles of Grupo Vibe, both in the work environment and outside it.

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The employee who links his manifestation on social networks to the name, logo or any element that refers to Grupo Vibe, must strictly obey the provisions of this Code.

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20. INTEGRITY PROGRAM

The implementation of the Integrity Program will occur as follows:

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• Training: Initial training will be given to all employees, according to the schedule to be disclosed.

• Recycling: Qualification training will be repeated every 12 (twelve) months, according to the schedule to be disclosed.

• Compliance process: Training dedicated to employees who have acted or been involved in unethical conduct, consisting of awareness and warning sessions, whenever necessary.

• Support Material: During the training, support material will be made available, with the main questions and answers.

 

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​21. SUPPORT CHANNELS

Whenever there is any doubt regarding compliance or not with the guidelines of this Code on certain conduct, every employee will have access to the support channel, through the following address: https://etica.vibetecnologia.com or may forward their question to the Legal Team, through the e-mail: juridico@vibetecnologia.com.

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The demands from this Channel will be directed to the Legal Team for the provision of the clarifications that may be necessary, within a maximum period of 10 (ten) days.

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​22. ETHICS CHANNEL

Whenever there is any conduct that violates or jeopardizes compliance with this Code of Conduct, every employee will have access to the Ethics Channel through the following address: https://etica.vibetecnologia.com, to register their complaint and collaborate with the investigation of the facts.

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The demands coming from the ethics channel will be directed to the Legal Team for proper treatment.

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23. SECRECY AND ANONYMITY

All complaints received will be kept in total confidentiality, and must be treated and given the due conclusion only between the Legal Team and those involved, and the option of anonymity is also guaranteed.

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24. NON-RETALIATION

The participation of Vibe Group Employees to ensure the effectiveness of this Code of Conduct is essential. Thus, whistleblowers, as well as other persons involved in investigations who, in good faith, contribute with information regarding any violation of this Code of Conduct and/or current laws, may not suffer any type of retaliation, persecution and/or any form of embarrassment.

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25. INSPECTION AND EFFECTIVENESS

Compliance with these guidelines will be verified through continuous monitoring, carried out by the Legal Team, with the preparation of semiannual reports on notes, improvements and treatment of any non-conformities.

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26. FROM TREATMENT TO NON-CONFORMITIES

If a non-compliance is identified, whether through the Ethics Channel, monitoring or any other means, immediate treatment must be given with the adoption of coercive and/or reparative measures within a maximum of 10 (ten) business days to prove the non-conformity.

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27. SANCTIONS AND ADEQUACY PROCESS

In cases of violations of the guidelines and rules of this Code, after investigation by the competent team, appropriate disciplinary measures will be applied to those involved.

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All employees who act or are involved in unethical conduct will be subject to the following sanctions:

• Warning and adequacy process − In cases of conduct that constitutes minor infractions, considered those that do not confer risk to the client and do not represent any ethical or legal infraction;

• Suspension – In cases of recurrence of light conduct;

• Contractual Termination – Without prejudice to the applicable civil and criminal actions, in cases of serious violations of this Code of Conduct or the legislation.

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28. GENERAL CONDITIONS

This Code does not exhaust all possible ethical issues related to the activities of the Group's companies, and does not restrict any coercive measures to any conduct that offends ethics and morals.

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This Code of Conduct reflects the values and culture of the Vibe Group and its compliance reveals the commitment to professionalism, integrity and transparency in all our actions in the workplace.

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This Code enters into force as of its disclosure, with no forecast for expiration, and must be periodically reviewed and updated whenever necessary.

 

GRUPO VIBE