Marluvas Anti-Corruption Policy

Code: POL-AUD-0007
Revision: 01

Responsible Board: Internal Audit, Risk and Finance Committee.

Prepared by: Priscila Nignes Viana – Internal Auditor.
Date: 10/04/2025.

Technical verification: Internal Audit, Risk and Finance Committee.
Date: 16/04/2025.

Methodological verification: Priscila Nignes Viana – Internal Auditor.
Date: 10/04/2025.

Approval: Board of Directors.
Date: 28/04/2025.

1. PURPOSE AND SCOPE

The purpose of this Policy is to define guidelines and directions regarding relations with public administration, ensuring compliance with legislation, combating bribery and corruption, strengthening a culture of integrity and transparency, and mitigating risks.

This Policy is addressed to:

Employees: include the Presidency, partners, directors, employees, interns, and apprentices, even when on vacation, leave, or absence.

Business partners: include representatives, suppliers, service providers, consultants, advisors, clients, and other interested parties.

2. REFERENCE DOCUMENTS

• Law No. 12,846, of August 1, 2013;
• Decree No. 11,129, of July 11, 2022;
• Pro-Ethics Seal and Business Pact for Integrity and Against Corruption;
• ISO 37001 – Anti-bribery.

3. TERMS AND DEFINITIONS

Public agent or official: a person holding a legislative, administrative, or judicial office, whether by appointment, election, or succession; any person performing a public function, including for a public body or public company; any agent or official of a national or international public organization; or any candidate for public office.

Corruption: the act or effect of corrupting someone or something, with the aim of obtaining undue advantages through illegal or illicit practices. Corruption is subdivided into two classifications:

Passive corruption, as per Article 317 of the Penal Code (CP): to solicit or receive, for oneself or for another, directly or indirectly, even outside of or before assuming the function, but by reason thereof, an undue advantage, or to accept a promise of such advantage.

Active corruption, as per Article 333 of the Penal Code (CP): to offer or promise an undue advantage to a public official, to induce them to perform, omit, or delay an official act.

Due diligence: a process to deepen the assessment of the nature and extent of bribery and corruption risk and to assist the organization in decision-making regarding transactions, projects, activities, business partners, and specific personnel.

Money laundering: as per Law No. 9,613/98, it refers to the act of concealing or disguising the nature, origin, location, disposition, movement, or ownership of goods, rights, or values originating, directly or indirectly, from a criminal offense.

Bribery: the offer, promise, giving, acceptance, or solicitation of an undue advantage of any value, financial or non-financial, directly or indirectly, as an inducement or reward to act or refrain from acting in relation to the performance of duties. In legal terms, bribery is typified as a crime of corruption in the Brazilian Penal Code.

Facilitation payment: an illegal or unofficial payment made in exchange for services that the payer would legally be entitled to receive without making such payment. Generally, such payment is made to a public agent or a person with an approval function, in order to secure or expedite the performance of an action or routine, such as issuing a visa, work permit, customs clearance, among others.

Extortion payment: when money is forcibly extracted from people through real or perceived threats to health, safety, or freedom.

Interested party: a person or organization that can affect, be affected by, or perceive itself to be affected by a decision.

Undue advantage: a benefit, financial or non-financial, offered or obtained unlawfully, to the detriment of another person or the system as a whole.

4. GENERAL GUIDELINES

Marluvas guides its operations and relationships by ethical principles, transparency, and integrity, promoting the commitment of all related parties to comply with current laws and practices to combat corruption and bribery in all locations where it operates.

Employees and business partners, as specified in item 1 of this Policy, must understand, comply with, and apply the guidelines of this document, the Code of Conduct, Marluvas' internal regulations, and the legislation to which the company is subject. Additionally, they must be aware of the importance and obligation to report concerns related to corruption, bribery, and other ethical conflicts.

Marluvas is committed to the continuous improvement of the system, including the adoption of means to identify, address, and evaluate the effectiveness of controls related to bribery and corruption risks, in order to provide reasonable assurances that transactions are executed with due authorization, documentation, and transparency.

The provisions of this document must be strictly followed and observed. Non-compliance with this Policy will result in the adoption of disciplinary, administrative, and criminal measures, when applicable.

Marluvas prohibits any practice of retaliation or discrimination due to:

• Refusal to act or perform an activity with a medium or high risk of bribery or corruption that lacks mitigation controls or has not been approved by the Board of Directors;
• Raising concerns or making good-faith reports, or based on reasonable belief, about actual or suspected bribery or corruption, or violation of this Policy, the Code of Ethics, or applicable legislation.

4.1. Relationship with the public sector

Relations with public bodies and agents must be conducted ethically and transparently, strictly respecting current and applicable legislation. Marluvas is committed to combating corruption and bribery.

Therefore, meetings with public agents must occur:

• Preferably, in the presence of two employees, on official premises and within the public body's standard operating hours;
• With a pre-established agenda, whenever possible;
• With a clear and objective definition of Marluvas' interests;
• Always with minutes recorded, to allow traceability of meetings and decisions.

In addition to the provisions of this Policy, all those who interact with Marluvas must know and comply with the provisions of its Code of Ethics.

Marluvas does not tolerate acts of bribery and corruption under any circumstances. Any attempt to obtain privilege, whether by offering or promising any undue advantage, is prohibited.

4.2. Participation in bidding processes and execution of administrative contracts

When participating in bidding processes or the execution of administrative contracts, Marluvas commits to complying with legislation, ethical principles, and applicable clauses in all its participations in bidding processes and execution of administrative contracts.

Thus, it is prohibited to:

• Defraud, by adjustment, combination, or any other means, the competitive nature of the bidding procedure;
• Impede, disturb, or defraud the performance of any act of a bidding procedure;
• Manipulate or defraud public bidding or a contract with public administration;
• Fraudulently or irregularly create a legal entity to participate in or enter into an administrative contract;
• Fraudulently obtain undue advantage or benefit from the modification or extension of contracts entered into with public administration, without legal authorization, in the public bidding notice, or in their respective contractual instruments;
• Remove or attempt to remove a bidder, by fraud, violence, serious threat, or offering any type of advantage.

4.3. Dealing with inspections or other routines involving public agents

Interactions and communications with public agents must occur professionally, objectively, and in compliance with current legislation. All communication with a public agent must be received and/or responded to in writing, with the support of Marluvas' Legal Department.

It is prohibited to:

• Prejudice or attempt to manipulate inspections, investigations, or other demands from public agents;
• Destroy documents or evidence that may be useful or necessary for an investigation to which one is subject;
• Provide false or incorrect information to a public agent or public administration, including in cases of inspections.

4.4. Obtaining licenses, authorizations, or permits

Licenses, authorizations, or permits must be obtained by those designated for such activity, observing the legislation in force. All expenses related to the process must be documented and include the necessary information for registering the operation in strict compliance with the law.

Due payments must be made directly to the public administration related to the process; payment to another entity or to an individual's account is prohibited.

4.5. Donations and sponsorships

Donations and sponsorships will be made exclusively for social and cultural actions, and the requesting institutions will be vetted according to the criteria established in the Donation and Sponsorship Procedure. The request may be rejected based on identified risk.

Any political-party donation in Marluvas' name or with its resources is prohibited.

4.6. Mergers, acquisitions, and joint ventures

Merger, acquisition, joint venture, partnership formation, or consortium operations will only occur after an integrity due diligence is performed, with a view to assessing the legal compliance and integrity of the company in question.

Operations will be classified according to the degree of risk identified in the due diligence. For operations with medium, high risk, and/or violations of anti-corruption legislation, they will only occur after analysis by the Internal Audit, Risk and Finance Committee (CARF) and approval by the Board of Directors.

4.7. Payments

Marluvas will adopt financial controls that manage the risk of bribery and corruption, observing that:

• Payment must be compatible with the service provided or product purchased;
• Payment will be made exclusively to the beneficiary listed in the contract or related legal document;
• Payments will not be made in cash or to a bank account in a country different from where the service was provided or where the company is headquartered;
• Payments will be made exclusively to the bank account of the contracted legal entity.

4.8. Due diligence

Marluvas will conduct due diligence according to specific procedures and mapped risks for the following matters: personnel hiring, selection of board members and top management, suppliers and service providers, donations and sponsorships, mergers and acquisitions.

4.9. Anti-corruption clause

Contracts signed with third-party intermediaries and high-risk suppliers or service providers must, mandatorily, include an anti-corruption clause. Other contracts should include it whenever possible.

4.10. Reporting concerns and irregularities

The Whistleblower Channel is a tool for receiving good-faith reports or reports based on reasonable belief, suspected or actual, of bribery or corruption, as well as any violation of this Policy, the Code of Conduct, internal regulations, or current and applicable legislation.

The Whistleblower Channel is operated by an external company and can be accessed 24 hours a day, every day of the week, and reports can be made identified or anonymously:

https://bcompliance.com.br/empresas/63ea422810cbc6bc89ee0f82

5. DUTIES AND RESPONSIBILITIES

5.1. Internal Audit Responsibilities

This topic covers all employees linked to the Internal Audit area:

• Review the Anti-Corruption and Anti-Bribery Policy;
• Ensure that reports received through the Whistleblower Channel are directed to those responsible for handling them and ensure the proper investigation of those under their management;
• Report adequately and timely to the Internal Audit, Risk and Finance Committee (CARF) the results of investigation work and identified risks, concerning the subject of this Policy;
• Monitor the execution of action plans, reporting to the responsible instances any difficulties encountered with business areas;
• Communicate appropriately and respectfully with all levels of the company;
• Define internal audit methodologies to verify the effectiveness of controls to combat corruption and bribery;
• Define internal controls to ensure that training is adequately provided to the target audience of this Policy.

5.2. Responsibilities of the involved areas

This includes the areas and individuals whose function is to conduct the due diligence related in this Policy and the mandatory and necessary training on the subject:

• Conduct due diligence impartially, objectively, transparently, and based on clear risk classification criteria;
• Submit to CARF for approval cases where exposure to bribery and corruption risks for Marluvas is identified;
• Provide adequate and necessary training on the subject to the target audience.

5.3. Responsibilities of employees and business partners

Observe and ensure compliance with this Policy and, when necessary, contact the Internal Audit area for consultation on situations related to the area's activity or identified risks.

5.4. CARF Responsibilities

• Approve the Anti-Bribery and Anti-Corruption Policy and proposed revisions;
• Observe, ensure, and sponsor compliance with this Policy and the anti-corruption and anti-bribery actions approved by Marluvas;
• Deliberate on situations and risks submitted for its analysis, as related in this Policy.

5.5. Board of Directors Responsibilities

• Approve the Anti-Bribery and Anti-Corruption Policy and proposed revisions;
• Observe, ensure, and sponsor compliance with this Policy and the anti-corruption and anti-bribery actions approved by Marluvas;
• Deliberate on situations and risks submitted for its analysis.

6. FINAL PROVISIONS

In case of doubts about the content of this Policy, the Internal Audit area should be contacted for clarification.

7. ATTACHMENTS

Not applicable.