1. INTRODUCTION AND PURPOSE

This Anti-Corruption Policy provides instructions and guidelines to Grupo Vibe's employees and business partners who act on its behalf or on its behalf, guiding them in the prevention, detection and treatment of practices and/or conducts that may constitute or appear to be acts of corruption, bribery or kickback. This Policy reinforces the Vibe Group's commitment to conducting its business guided by the highest standards of integrity, transparency and legality. This includes acting ethically, with respect for and observance of applicable anti-corruption laws and regulations, in the countries where we operate and those that may be applicable to our business. Grupo Vibe prohibits and repudiates any unethical practice and always seeks to act in the strictest compliance with current legislation, in particular, Law No. 12,846/2013 ("Anti-Corruption Law") and Decree 11,129/2022 and rules on competitions, procurement processes, bids and contracts, in the public and private sectors.

 

The main objectives of this Policy are:

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i. Present the rules of conduct before the relations with the authorities, agents of Public Agencies and public and private clients;
ii. Guide employees, avoiding possible conflicts and violations of anti-corruption laws and standards;
iii. Ensure that all decisions comply with the laws and standards applicable to the business, as well as the Code of Conduct in force, committing to meet the requirements and objectives, carry out critical analyses and seek continuous improvement of the anti-bribery and compliance management system.

 

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2. SCOPE
The Anti-Corruption Policy provides guidelines to be followed by all employees, without distinction of positions and positions, including Third Parties acting on behalf of the Vibe Group.

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3. CORRUPTION (DEFINITION)

According to Law No. 12,846/13, which provides for acts harmful to the public administration, corruption can be understood as the action of promising, offering or giving, directly or indirectly, an undue advantage to a public official, or to a third person related to him. However, corruption is also provided for in the Brazilian legal system as a crime, in two distinct modalities:

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i. Active Corruption: It consists of the action of the Private Agent in offering, promising or giving, directly or indirectly, illicit compensation in exchange for personal advantages to a national or foreign public official, or to a third person, in exchange for personal benefits or to others.
ii. Passive Corruption: It consists of the action of the Public Agent to request or receive, for himself or for others, directly or indirectly, even outside the function or before assuming it, but because of it, an undue advantage, or accepting a promise of such advantage.

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The Anti-Corruption Law provides for the objective, administrative and civil liability of legal entities for the practice of acts of corruption against the public administration, national or foreign.

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4. GUIDELINES FOR PARTICIPATION IN PUBLIC BIDS

All employees, interns, collaborators and directors who are directly involved with the sales process for the Government must be aligned and committed to this Policy, the Code of Conduct and the current legislation, thus avoiding any risk of corruption against the public administration, and it is expressly prohibited:

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i. To defraud, frustrate or interfere, by means of adjustment, combination or any other expedient, the competitive nature of bidding procedures;
ii. To promise, offer, authorize or give undue advantage to a public official or persons related to him, through collaborators or third parties, in order to obtain an advantage or benefit in bids, bids and contracts with the Public Administration;
iii. Create, fraudulently or irregularly, a legal entity to participate in public bidding or enter into contracts with the public administration;
iv. Promise, offer or pay facilitation or urgency fees (bribe).

v. Promise or offer payment in cash or any item of value to any person, in order to secure an undue advantage, obtain, retain or direct business to another person or entity;
vi. Request, accept a promise or receive any type of privileged treatment;
vii. Obtain for themselves, for the company or for third parties, any undue advantage or unjustified benefits, changes or extensions of public contracts;
viii. To unduly manipulate the economic and financial balance of contracts with the Government, through fraud, agreements, partnerships or other harmful acts;
ix. Improperly prevent, manipulate or defraud any act or phase of bidding, public contract or any other related act;

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Contracts signed with Public Agencies must be controlled by the responsible Board of Directors and will be subject to analysis and monitoring by the Legal Team.

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5. RELATIONSHIP WITH PUBLIC AND PRIVATE CLIENTS

Aiming at the satisfaction of Grupo Vibe's customers and the maintenance of honest and transparent relationships, any and all relationships with public and private customers must observe:

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i. Transparency in the relationship, providing with priority and clarity any and all information of interest to the client, as long as it is not protected by confidentiality;
ii. Prioritize customer satisfaction without infringing any ethical or cultural norm of the Vibe Group;
iii. The contracts entered into must contain a compliance and anti-corruption clause, and must contain the express commitment to the Code of Conduct, Anti-Corruption Policy and Compliance Policy of the Vibe Group.
iv. Respect consumer protection standards, acting honestly in advertising and the sales process.
v. To pay special attention to after-sales, allowing broad access and clarification about the services provided;

vi. 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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5.1 Guidelines for meetings with public clients

The relationship with public clients must also strictly follow the precepts of the Anti-Corruption Law, the Bidding Law, the Administrative Improbity Law and related rules, aiming at the construction and maintenance of an ethical, legitimate and transparent relationship. Whenever it is necessary to hold meetings with agents of the Public Power, the adoption of the following procedures is determined:

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i. Prior communication must be made with adjustment of the date, time, modality (face-to-face or virtual), purpose and participants on both sides.

ii. The communication referred to in the previous item must be made only from the functional e-mails of both Vibe Group employees and public agents. It is established, from the outset, that the Legal Team and the Members of the Senior Management are in copy.

iii. Whenever possible, individual dealings between Grupo Vibe employees and public agents and without prior scheduling should be avoided.

iv. Meetings may take place in person or virtually.

v. All meetings must be recorded and subsequently made available on the internal portal for access and archiving, by the Legal Team and by the Senior Management.

Sole Paragraph. If any of the parties refuses to record the meeting, the denial must be recorded in the minutes with a statement of reasons.

vi. When virtual, meetings should preferably be scheduled by Grupo Vibe, via Microsoft Teams, with the invitation sent to the public agent.

vii. When in person, meetings must take place exclusively on the official premises of the Public Administration body or on the premises of the Vibe Group Companies, and it is strictly forbidden to hold them in environments that suggest personality, such as,
residence, restaurants, coffee shops, bars, tourist sites, among others.

Paragraph one. Disobedience to this item implies the sanctions provided for in this policy, without prejudice to those of other spheres, including judicial ones.

Paragraph two. For face-to-face meetings, it is recommended to control the agenda, recording the subject discussed, as well as the complete address of the meeting, the full name of the participants and the purpose of the meeting.

viii. All meetings must be attended by at least 02 (two) employees of the Vibe Group, whose activities are involved with the topic to be addressed at the time. Employees should preferably be from different teams.

ix. Interaction with public agents outside business hours, even if legal or that concerns matters of interest to Grupo Vibe companies, is prohibited. The prohibition is excepted if the companies of the group provide a service such as support or project monitoring, to the body that the public agent represents and that is the purpose of the contact.

x. Interactions with public agents via social networks or messaging services are prohibited, except in the latter case, for requesting services such as support or project monitoring, for contracts already in progress.​

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6. GUIDELINES FOR OFFERING AND RECEIVING GIFTS, GIFTS, COURTESIES AND HOSPITALITY

 

6.1 Gift with no commercial value

For a better understanding, gifts are items with no commercial value, commonly offered for institutional dissemination of those who offer them, such as, for example, pens, calendars, key chains, agendas and other accessories, identified with the logo and name of the person or company that grants them. The Vibe Group authorizes the offer of gifts to public and private agents, through its employees,  provided that they do not exceed the amount of R$ 100.00 (one hundred reais), per beneficiary, in a time interval of not less than 06 (six) months.

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The receipt of gifts, in the relationship with public and private agents, may occur, as long as they are not intended to influence any decision and may result in an undue advantage for any of those involved. Whenever there is an offer of gifts to public officials, the offeror must previously consult the Public Administration Body to which the agent is linked, for approval, in writing, as to the offer and receipt of gifts.

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6.2 Gift with commercial value

Products and services that have commercial value and that do not constitute a gift, such as bottles of wine, chocolates, breakfast baskets, objects of personal use such as watches, perfumes, jewelry, etc., will be considered gifts.

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Grupo Vibe prohibits, under any circumstances, the offer of gifts to public officials and the receipt of gifts from public officials, which should only occur with prior written approval from the legal team and the Board of Directors.

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If the refusal is not avoidable or the immediate return of the gift received is possible, the employee must communicate the incident to the Legal Team for the appropriate measures regarding its destination.

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The offer and receipt of gifts in the relationship with private agents may occur as long as the limit of R$ 100.00 per beneficiary is respected, in a time interval of not less than 06 (six) months.

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All employees must obtain prior authorization from their direct leadership to offer or accept gifts, observing the criteria established above.

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6.3 Amenities

The cost of kindnesses arising from commercial or institutional relations and that are not configured as gifts or gifts, such as invitations to events, outings, sports championships, parties, congresses, fairs, courses, exhibitions, etc., will be considered courtesies.

O Grupo Vibe prohibits, under any circumstances, the offer and receipt of courtesies in the relationship with public officials. The offer and receipt of courtesies in the relationship with private agents may occur as long as the limit of R$ 200.00 per beneficiary is respected, in a time interval of not less than 12 (twelve) months. Exceptionally, the courtesy may exceed R$200.00, provided that there is an express prior request to the Legal Team and the Board of Directors, and it is essential that the duly proven reasons for the exceptionality be included. All employees, when offering and receiving courtesies, must be aware that the courtesies are aimed at promoting products and services of the parties involved and should not occur during ongoing negotiations between the parties involved, without prior notification to the Legal team.

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6.4 Hospitality

Hospitality, the cost of transportation, accommodation and food for events of a corporate nature will be considered.

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The cost of hospitality to public agents will require prior authorization from the Legal team and the Board of Directors.

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Whenever hospitality is offered to public agents, the offeror must previously consult the Public Administration Body to which the agent is linked, for approval, in writing, as to the offer and receipt of hospitality.

The offer and receipt of hospitality in the relationship with private agents may occur as long as the limit of R$ 200.00 per beneficiary is respected, in a time interval of not less than 12 (twelve) months.

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Exceptionally, the hospitality may exceed R$200.00, provided that there is a prior express request to the Legal Team and the Board of Directors, and it is essential that the duly proven reasons for the exceptionality be included.

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All employees, in the offer and receipt of hospitality, must be aware that the hospitalities are aimed at promoting the products and services of the parties involved and must not occur during ongoing negotiations between the parties involved, without prior notification to the Legal team.

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All employees acting on behalf of the Vibe Group must make sure that there is no conflict of interest or expectation of obtaining an undue advantage in offering and receiving any gifts, gifts, courtesies and hospitality.

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7. GUIDELINES FOR OFFERING DONATIONS AND SPONSORSHIP

Donations cover services, goods and values donated voluntarily and free of charge. Sponsorships cover those made in services, goods and values, with the institutional promotion of Vibe Group companies as a consideration.

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Whenever an opportunity or need to make donations or sponsorships is identified by any of the companies of the Vibe Group or on behalf of one of them, the interested party must previously request the Legal Team, which will proceed with the analysis of the context of the donation or sponsorship and will submit the request for approval by the Board of Directors.

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7.1. To make the donation or sponsorship, Vibe Group Employees must meet the following requirements:

i. Forward the request, in writing, to the Legal Team, through the e-mail: juridico@vibetecnologia.com, with a copy to the direct leader, containing information about the donation or sponsorship and data of the institution that will benefit.

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ii. Donations and sponsorships must under no circumstances be made in cash, and can only be made by bank transactions, if applicable.

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iii. The benefited institutions must be examined by the Legal Team, which will follow the Integrity Due Diligence procedure, in order to ensure that no Public Agent or Third Party, in a position to influence the Vibe Group's business, benefits directly or indirectly from donations and sponsorships, as well as to ensure that the benefited intuition has not been or is involved in cases of corruption and bribery.

iv. If the applicant has any personal relationship with the members of the administration of the benefited entity, he must notify the Legal Team immediately.

 

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8. GENERAL CONDITIONS

Grupo Vibe has appointed the Legal Team as Compliance Officer, who will be responsible for verifying, investigating and managing the entire anti-bribery and compliance management system, reporting directly to the Executive Board. He has full authority and independence under the anti-bribery and compliance management system.

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Any and all situations that may represent a violation of this Policy must be brought to the attention of Grupo Vibe in advance, through the Legal Team, through the e-mail juridico@vibetecnologia.com, or through the Ethics Channel, available at https://etica.vibetecnologia.com.

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Under no circumstances will any type of retaliation, persecution or any other form of embarrassment be allowed to whistleblowers and those involved who, in good faith, provide information about any violation of this Policy.

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This Policy does not exhaust any and all situations that may be encountered in the day-to-day conduct of business. Therefore, whenever there is any doubt regarding compliance or not with the guidelines of this document, any employee may forward their question to the Legal Team, through the e-mail: juridico@vibetecnologia.com.

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Violation of this Policy, in whole or in part, may subject the violator to the sanctions provided for in item 27 of the Code of Conduct, in addition to civil, criminal and administrative penalties that may arise from the violation of the Anti-Corruption Law.

This Policy enters into force as of its disclosure, with no forecast for termination, and must be reviewed annually.

 

GRUPO VIBE