cbmm’s code of ethics and conduct · cbmm shall not tolerate discrimination or prejudice of any...

c ó d i g o d e c o n d u ta • 5

CBMM’S CODE OF ETHICS AND CONDUCT


MESSAGE FROM THE PRESIDENT ..................................................2

1. PURPOSE ......................................................................................................4

2. BEHAVIOR TOWARDS CBMM .......................................................6

2.1 Behavior towards Employees and Third Parties ..........7 2.2 Behavior towards Public Entities ......................................... 10 2.3 Behavior towards customers, agents, distributors, competitors and other outside parties ........................... 14 2.4 Regarding CBMM – Conflicts of Interest ........................ 16 2.5 Behavior towards CBMM’s resources ................................. 18 2.6 Behavior towards the Community ...................................... 21 2.7 Behavior towards the environment, health and safety ............................................................................ 21

3. PENALTIES ................................................................................................ 22

4. COMMUNICATION CHANNELS ................................................ 22

5. REPRESENTATION AND UNDERTAKING .......................... 25

4 • c b m m ’ s c o d e o f e t h i c s a n d c o n d u c t

1 PURPOSE

The purpose of this Code is to gather the main rules and principles

applicable to the activities of CBMM, which must be complied with by all

Employees of CBMM or its subsidiaries, and all third parties acting on behalf

of CBMM or its subsidiaries (“Third Parties”). In carrying out their professional

activities, Employees and Third Parties must take into account and comply

with the provisions of this Code, as well as promote its content and report any

violation through any available communication channel. All must be aware of

the principles and rules described hereto.

For the purposes of this Code:

Third Parties include all agents, distributors, advisors, contractors, service

providers, outsourced workers that carry out any activities in name or on

behalf of CBMM, and any other representatives acting on behalf of CBMM.

”Employees” include all employees, all members of the board of directors,

c b m m ’ s c o d e o f e t h i c s a n d c o n d u c t • 5

and interns working at the headquarters or in any affiliates, subsidiaries,

joint ventures and consortia in which CBMM participates.

CBMM means CBMM’s headquarter and its subsidiaries.

This Code contains clear and non-negotiable guidelines that must be

complied with by all.

Ethics, integrity and honesty are fundamental to the activities of CBMM. Ethical

conduct is the basis of all rules herein and, therefore, shall support the actions of

all CBMM’s Employees and Third Parties. “Ethical conduct” is the performance of

work related activities with honesty and integrity.

In particular, it is against Company policy to pay or receive a bribe

in any form or any context, regardless of who is involved or what

the circumstances are, or to engage in any other corrupt conduct in

connection with CBMM’s business.

Each Employee and Third Party must make a critical assessment of his/her

behavior and his/her actions, especially when they may affect others. The constant

re-assessment of actions taken every day is essential to make sure that they are

in accordance with the provisions of this Code. CBMM has a zero tolerance policy

regarding corruption, fraud and harassment.

Based on the ethical conduct concept mentioned above, each Employee and

Third Party must demonstrate leadership and ability to fulfill the precepts of this

Code, especially with respect to:

Compliance with all laws and regulations of the countries in which CBMM

operates, as well as all rules established in this Code of Ethics and Conduct

and other internal standards of CBMM;

Compliance with conventions and ethical values of the communities and

countries in which CBMM operates;

Performance of the CBMM’s activities so as to ensure the fulfillment of its

objectives and the maintenance of the CBMM’s sustainability pillars, namely

attention: to the community in which it operates and to its Employees


and Third Parties; to compliance with environmental standards; to the

development of processing and market technologies; and to customers

and suppliers as well as to its shareholders;

Compliance with the rules listed below is essential to the maintenance of

CBMM’s long-term program.

2 BEHAVIOR TOWARDS CBMM

All conduct on behalf of CBMM must be in accordance with applicable laws

and with the values and rules of this Code, as well as with other internal rules

and policies applicable to the case. Both the Code of Ethics and Conduct and

applicable law must be complied with in relation to all activities performed by

Employees or Third Parties involving CBMM.

If there is any doubt about the legality of any act or its compliance with this

Code, Employees and Third Parties must seek support and clarification from

Compliance Departament. If necessary, a legal opinion will be requested from

the legal department of CBMM.

Employees in leadership positions within CBMM shall demonstrate and

routinely promote, through actions and talks, the values and rules of this

Code among their subordinates. They shall also contribute to the creation of a

working environment in which compliance with these standards of conduct is

a feasible expectation and the ethical behavior of their subordinates, a rule to

be followed.

All Employees shall be and are encouraged to promote the rules provided for

hereto among their peers, supervisors and Third Parties with whom they have

contact in the course of activities.


2.1 Behavior towards Employees and Third Parties

CBMM’s Employees and Third Parties must treat everyone with respect and

dignity. Everyone should feel good about working in and with CBMM, in an ethical,

friendly and safe environment. People should be treated equally, whether by

their co-workers, subordinates, supervisors, contractors, customers, government

officials, providers or any other trading partners.

All CBMM’s Employees and Third Parties must maintain professional,

honest, loyal and decent behavior, seeking collaboration and mutual

respect in their relations with others.

CBMM shall treat its Employees with dignity, providing a work environment

with equal opportunities for professional and personal growth and respect

for individual freedom.

All Employees must be treated impartially. The assessment of their work

shall be based solely on skills, performance and personal merits.

CBMM shall not tolerate discrimination or prejudice of any kind against

any Employee or Third Party, whether based on race, gender, sexual

orientation, age, religion, national origin, political belief, marital status,

health status or biotype.

The privacy of Employees must be respected. Personal information shall

only be collected and processed to the extent relevant for the performance

of CBMM’s activities, always taking into account the applicable laws.

No form of child labor, slavery, exploitation or work under degrading

conditions shall be allowed in relation to the activities of CBMM. The same

behavior shall be required of Third Parties.

CBMM considers an integral part of its business the guarantee of the safety

and occupational health of its Employees and Third Parties. Consequently,

CBMM provides for the necessary equipment and resources for the

performance of work-related activities and maintains an Integrated

Management System.


CBMM’s Employees shall have the right to be members of any legally

constituted class associations, as well as to enter into collective bargaining

agreements.

There shall be no restriction regarding political/partisan activities by

CBMM’s Employees and Third Parties, but they must always act on their

own behalf in such activities, complying with the provisions of this Code

and other applicable policies. CBMM’s name shall never be associated with

any political/party activity performed by its Employees or Third Parties.

No harassment of any kind, especially not of moral or sexual nature, shall

be tolerated.

WHAT IS MORAL HARASSMENT?

Moral harassment is the exposure of workers to humiliating and

embarrassing situations at work and while carrying out their activities.

WHAT IS SEXUAL HARASSMENT?

Sexual harassment consists of unwelcome sexual advances, requests for

sexual favors, other verbal or physical harassment of a sexual nature, or

offensive statements or conduct relating to a person’s sex liberty and

repealed by the harassed.


How should I act?

Doubt: My supervisor makes nasty comments and jokes and I realize

that this creates an unpleasant environment not only among

us, but also in relation to other colleagues at CBMM. How

should I act?

Answer: Talk to your supervisor and tell him/her that you feel

uncomfortable with his/her behavior. If you prefer not to

talk directly with your supervisor, look for someone from

Compliance Department, from Human Resources or use one

of the communication channels indicated in this Code. It is

the duty of everyone to create an environment free of hostility

and hassle. It is against CBMM policy to threaten, intimidate or

discriminate against anyone.

Doubt: I know someone who said he/she was not promoted because

he/she does not share the same interests and political views

of his/her supervisor. I also have disagreements with my

supervisor. How should I act not to be harmed?

Answer: CBMM’s policy is to assess its Employees only on the basis of

their competence, merits and job performance. No political

opinion, point of view, or any other personal belief or opinion

shall be taken into account. If you suspect that any Employee

is or you are being harmed, get in touch with someone

from the Compliance Department or Human Resources to

tell them what is going on or, if you prefer, use one of the

communication channels indicated in this Code.


2.2 Behavior towards Public Entities

Domestic or foreign governments interact with CBMM as funders, partners, or

even as monitoring agents. CBMM uses services provided by public entities such

as Boards of Trade and Public Notaries.

Due to this interaction with governments, CBMM must comply with all

principles provided for in several laws. The most well-known are Brazilian Criminal

Code (Decree-law No. 2,848/1940), Brazilian Law No. 12846/2013, also known as

the Anti-Corruption Law and the U.S. Foreign Corrupt Practices Act (FCPA).

These and other laws impose severe penalties on companies involved in

acts against the public administration, such as corruption, and sanction other

activities such as collusion between competitors, fraud in bidding processes

and interfering with governments’ monitoring activities. If any of these activities

is performed, CBMM could be required under Brazilian law to pay a penalty of

up to 20% of its annual gross revenue, be barred from receiving benefits from

government agencies and have its activities suspended or interrupted. Other laws

also may impose substantial criminal and civil penalties on both the Company

and its Employees and Third Parties.

It is important to note that not only CBMM is liable to punishment. The laws

consider such acts as a crime and provide for the punishment of Employees and

Third Parties involved in any illegal act under the law. Furthermore, it is worth

remembering that Brazil considers a crime corrupting both domestic and foreign

public officials, which may result in imprisonment.

CBMM has a zero tolerance policy towards injurious activities against the

public administration, including corruption.

No offer, delivery, promise or authorization for others to deliver,

directly or indirectly, any improper benefit or undue advantage

to any Government Official or any related party is allowed.


Thus, no contribution, donation, favor, gift, payment of any travel or other

expenses to any Government Official that does not comply with the laws

and rules provided for in this Code and other rules adopted by CBMM is

allowed. Under this Code, Government Officials include any: (i) officer or

Employee of a government at any level, or of any department, agency,

or instrumentality of a government, including but not limited to any

state-owned or state-controlled enterprise; (ii) holder of or candidate for

public office; (iii) political party or official of a political party; (iv) Employee

or other representative of a public international organization of which

governments are members, such as the World Bank and United Nations;

(v) member of a royal family; or (vi) other person acting for or on behalf of

any of the foregoing.

Employees and Third Parties who, in the performance of their duties,

maintain relationships with national or foreign government agencies,

public corporations, municipalities, regulatory agencies, and others that

are somehow related to governments must act as to keep the CBMM’s

good name and reputation and to respect all legal rules and regulations

of this Code.

Examples of Government Officials:

Councilors, notaries, political candidates, Employees of companies owned or

controlled by a government (such as CODEMIG, Petrobrás, BNDES, Banco do

Brasil, companies controlled by foreign governments), IBAMA and Tax Authority‘s

inspectors, diplomats, among others.

IMPORTANT:

In the case of any business dealings with relatives of or people close to

Government Officials, such as wives, husbands, siblings, parents, uncles,

close friends, you should report to Compliance Department and seek specific

guidance. In case of any doubt, please contact Compliance Department.


The concept of undue advantage shall be understood more broadly than

just a payment in cash. An undue advantage is anything that is of value to a

Government Official, even if it has no value to whom grants it. So no offering of

goods, gifts, advantages, benefits, jobs, meals or services to Government Officials

in order to obtain any improper benefit or undue advantage is allowed. In case of

any doubt, please contact Compliance Department.

The offering of any gift by any Employee or Third Party to a Government

Official, for reasons of friendship, provided such gift is not offered in exchange for

any improper benefit or undue advantage and has no relationship with CBMM

(and provided that such lack of relationship with CBMM’s activities is obvious and

evidenced), shall not be deemed an illegal act. However, every CBMM Employee

and Third Party shall always take the best interest of the company into account.

Any conflict of interests shall be avoided and will be subject to the penalties

provided for in this Code.

No improper benefit or undue advantage may be offered indirectly, i.e.

through any Third Party acting on behalf of CBMM, such as any agent, distributor

and other representative.

In some cases, a Government Official himself/herself asks CBMM’s Employee

or Third Party to deliver an improper benefit or undue advantage as a

compensation for some favor or service to be provided. In these circumstances,

CBMM’s Employee or Third Party must refuse to make such delivery and inform

the government official that such behavior is not permitted under CBMM’s

policy. Such a request must always be promptly reported to the Compliance

Department.


How should I act?

Doubt: A consultant whom CBMM has engaged requires a fee above

the market value to perform his/her services involving a

government agency. Can this payment be made?

Answer: In this case, the Employee must first try to understand the

reasons for the high value requested by the consultant to

verify its appropriateness. Due to the amount requested,

there is a risk that the consultant will use the amount to

commit an illegal act. If there is no licit basis for the high value,

the provision of the services must be suspended and the

Employee shall check with the Compliance Department

The government is a partner of CBMM in the performance of its

activities. Whether as a partner in the niobium business or as a funder,

the government and national and foreign public companies are engaged

with the activities of CBMM. Thus, they shall be treated as professionally

and respectfully as any CBMM’s Employee or Third Party. No illegal act

or act that violates the provisions of this Code, with regard to our public

partners, shall be tolerated.

CBMM complies with all laws applicable to engagements with the

government. Any official procedure regarding bidding processes must be

fulfilled. Informal contacts with public officials shall not be made in the

context of bidding processes. CBMM does not seek to obtain any unfair

economic, commercial or financial advantage while engaging with the

government. In addition, CBMM’s Employees and Third Parties are strictly

prohibited from communicating with competitors in any way that may

interfere with or frustrate the competitive nature of bidding processes.

CBMM’ Employees and Third Parties must be respectful and act

professionally in the context of surveillance or investigation procedures


conducted by public entities such as Municipalities, IBAMA, Tax Authority,

DNPM, among others. CBMM’s Employees and Third Parties shall always

make sure that they do not interfere with the work of Government Officials.

The work carried out by Government Officials shall not be hindered,

prevented or stopped in any way.

Donations to candidates and political parties shall be made within the

limits set forth in the applicable laws and shall comply with the rules

set forth in “CBMM’s Donation Policy”. CBMM never shall make such

expenditures in order to get any improper benefit or undue advantage.

2.3 Behavior towards customers, agents, distributors, competitors and other outside parties

CBMM does business prioritizing the quality of its products and processes.

For such reason, CBMM has an Integrated Management System, which specifies

procedures and mandatory technical instructions for all Employees and Third

Parties.

CBMM’s Employees and Third Parties must also follow ethical rules and

standards in their interactions with suppliers, customers, competitors, business

partners, agents, brokers, media and others, as necessary for the proper

development of CBMM’s activities.

CBMM values and takes care of its business relationship with customers. We

shall treat all customers fairly, honestly and transparently. Any agreement

provisions shall be complied with and any offer of our products shall be

based on technical, quality and safety criteria. CBMM’s Employees and

Third Parties must not try to get any undue advantage from agreements

with customers.

CBMM believes that fair and open competition benefits not only

customers, but the entire society to the extent that it stimulates the search

for efficiency and technological and quality enhancements. CBMM’s

Employees and Third Parties are encouraged to act in a competitive but

loyal manner while doing business. All CBMM’s Employees and Third


Parties must comply with competition laws, no unfair competition being

allowed, such as agreements with competitors for purposes of market

division, price fixing and other unfair market practices that prevent the

maintenance of any free, fair and open market. These rules are reflected in

CBMM’s Antitrust Law Manual also available at CBMM’s Ethics Channel.

In their relationships with customers and other business partners, CBMM’s

Employees and Third Parties are not allowed to provide, receive or

require any payment, benefit, gift, or favor in order to obtain or provide

any improper benefit or undue advantage. In case of any doubt, please

contact Compliance Department.

Any decision to purchase or contract for services shall be based on getting

the best cost/benefit ratio for CBMM. The hiring of any agent, consultant,

advisor or other party who will act on behalf of CBMM must be based

solely on objective criteria, whether technical, legal or economic. Such

agents, consultants, advisors and other parties shall comply with the

provisions of this Code.

When retaining any agent, consultant, distributor, advisor or other party

who will act on behalf of CBMM, you must ensure that appropriate

contractual safeguards are included in the retention agreement, and that

the conduct of the third party is monitored during the relationship.

In all CBMM’s operations, invoices must be issued and payments must be

consistent with the actual value of the transactions.

All customers, suppliers and business partners must be treated impartially

and fairly. CBMM shall avoid establishing business relationships with

companies that do not share its ethical and conduct standards, and that

do not comply with laws, especially companies listed in the National

Registry of Suspended and Disreputable Enterprises(CEIS, for its acronym

in Portuguese for Cadastro Nacional de Empresas Inidôneas e Suspensas),

in the National Registry of Convictions for Administrative Misconducts, of

the National Council of Justice, in the List of Unqualified and Disreputable

Entities of the Courts of Audit or in the National Registry of Punished


Enterprises (PNES, for its acronym in Portuguese for Cadastro Nacional de

Empresas Punidas) and other similar public registries.

Donations to charitable and educational entities and grants to promote

sports or sponsor any activity must comply with the current legislation

of the country where the payment is made and with “CBMM’s Donation

Policy”. CBMM shall never make such expenditures in order to get any

improper benefit or undue advantage in exchange.

CBMM shall respond appropriately to requests made by the media. If you

are contacted by any media company, do not provide any information,

but simply forward the contact to the Communication’s Department.

2.4 Regarding CBMM – Conflicts of Interest

A conflict of interest exists when a personal interest may directly or indirectly

conflict with the interests of CBMM. Such conflict may arise when an Employee’s

or Third Party’s responsibilities result in opportunities for personal gain at the

expense of CBMM, as in the case of any financial interest of an Employee or

Third Party or of any of his/her relatives or friends, which may influence his/her

performance to the detriment of CBMM.

CBMM’ Employees and Third Parties shall not use any authority related to

their office or privileged information obtained as a result of their activities

in order to obtain any advantage for themselves or others.

personal interest

cbmminterest


Any Employee or Third Party who is faced with a situation where his/her

personal interest conflicts with the interest of the CBMM shall report the

situation to his/her supervisor and the Compliance Department.

CBMM’s Employees cannot hold any economic or financial interest in

competitors, customers, distributors, or suppliers of CBMM without first

obtaining written permission from Compliance Department, and must

promptly disclose any such interest that already exists. Every business

deal which may involve companies that belong to CBMM’s Employees

or to parties related to them must be reported to the Compliance

Department. Any specific situations about this rule have to be discussed

with Compliance Department.

CBMM’s Employees shall not work for competitors, customers, distributors

or other parties while working for CBMM without prior authorization from

Compliance Department. Similarly, they shall not provide any service or

assistance to other parties that could impair the performance of their

duties at CBMM.

CBMM’s Employees and Third Parties shall not solicit gifts or any other

benefits while performing their activities and/or acting on behalf of

CBMM.

CBMM’s facilities and resources are available and provided for the proper

development of CBMM’ activities.

Although CBMM respects and allows any partisan or political activity or

opinion, such activities or opinions shall not be performed or given on

behalf of the CBMM, in the workplace or using the CBMM’s resources.

Any partnership, activity or engagement with Non-Governmental

Organization (NGO) shall follow the guidelines established in “CBMM’s

Donation Policy”.


How should I act?

Doubt: My brother has a company that could provide services to

CBMM. Can I introduce his company to CBMM?

Answer: Yes, you can introduce your brother’s company to the person

responsible for the engagement of Third Parties. However,

your supervisor and the person responsible shall be informed

that he is your brother. Normal procedures for the selection

of Third Parties shall be followed in relation to your brother’s

company so there is no favoritism.

2.5 Behavior towards CBMM’s resources

It is essential to preserve the confidentiality of all CBMM’s information,

including, but not limited to, business, financial and strategic information. Our

Employees and Third Parties are continually exposed to information that shall

not be forwarded to people outside CBMM, including family and friends. Also,

many times information shall not even be disclosed to other CBMM Employees

and Third Parties. Such information is not public and must not be disclosed

outside CBMM.

CBMM’s confidential and strategic information shall be kept confidential,

even after termination of employment.


Examples: No information/document such as the following ones shall

be forwarded to any individual or company that is not the proper

recipient:

1. Agreements executed by CBMM;

2. Prices of products supplied by CBMM;

3. Development of processes;

4. Marketing campaigns developed by CBMM;

5. Personal information of Employees and Third Parties, including

salaries;

6. Corporate operations in which CBMM is involved;

7. New projects being prospected by CBMM and any proposals made;

8. New technologies developed by CBMM;

9. Users and personal passwords; and

10. CBMM’s financial costs and data.

Accounting records, internal reports and external disclosures must be

complete, accurate and reliable, and include updated, accurate, truthful

and straightforward information. The Company’s bookkeeping shall be

maintained in permanent records, in compliance with generally accepted

business, corporate and tax laws and accounting principles.

CBMM’s Employees and Third Parties shall not use or authorize or consent

to the use of illegal accounting practices or to the creation of “slush funds”,

secret accounts, unrecorded bank accounts, fake books or any other

resources to manipulate the records or reports of the Company.

Official books and records shall not be destroyed before the end of the

applicable required legal term.

No confidential information regarding CBMM, its Employees and

Third Parties, or its customers, suppliers, and business partners shall be

disclosed to anyone outside the company without the prior approval

from Compliance Department. This rule is not applicable when CBMM


has a valid and in full force No Disclosure Agreement signed with the

recipient of the confidential information. In such case, the Employee and

Third Party have to ensure that the rules set forth in the NDA are being

followed.

The use of electronic mail, internet and social media by CBMM’s

Employees and Third Parties must be in accordance with CBMM’s policy.

All data stored on CBMM’s computers, including e-mails sent or received

through CBMM’s network and corporate e-mails, belong to CBMM

and are considered as work tools and may be monitored at any time

without prior notice. Such systems shall not be used so as to impair the

performance of CBMM’s activities, such as the sending, receipt or access

to sexually explicit content, data that promotes hate, violence, gambling,

illegal drugs, illegal purchase and sale of weapons or any other illegal or

inappropriate content.

Employees and Third Parties shall not use or install files or software not

licensed to CBMM, or not approved by the responsible department.

How should I act?

Doubt: I received an interesting email “chain letter” from a friend from

outside of CBMM. Can I use my corporate email to pass it

along to other colleagues who certainly will like to receive it?

Answer: No. CBMM’s email system shall not be used to begin or

continue any “chain letter” or any other inappropriate form

of information disclosure. Besides including inappropriate

content, these emails may have negative effects on the

performance and availability of the computer network,

essential to CBMM’s activities.


2.6 Behavior towards the Community

CBMM believes there is no sustainable program if the community in which it

is inserted is not proud of its activities. Thus, CBMM has always included the well-

being of the community in its strategic planning. CBMM has actively participated,

since its creation, in cultural, educational, environmental, urbanization and health

initiatives in the communities where it operates.

Besides prioritizing the hiring of local work force, which directly contributes to

the region’s economy, CBMM invests in trainings that offer new opportunities for

communities, such as the generation of employment and income.

Aware of the particularities of each community, CBMM respects local customs

and works in partnership with local institutions. It is committed to national causes

and engages in campaigns for the promotion of human rights, in partnership

with public agencies and private institutions.

CBMM fosters and supports cultural and sports events of its Employees

and Third Parties and the communities where it works. Similarly, research and

technology development shall be fostered by the Company, including with

respect to training and human resource development.

2.7 Behavior towards the environment, health and safety

Since the beginning of its activities, CBMM has been ahead of environment

laws. With regard to the environment, the Company’s internal specifications are

more stringent than those imposed by environmental legislation. CBMM operates

an Integrated Management System (IMS) that includes an environmental

management system certified by ABS-QE since 1997. All Employees are

responsible for the good performance of IMS and its continuous improvement.

CBMM was the first company in the world to be certified to ISO 14001 standards

(environmental). As far as work related health and safety, CBMM adopts the OHSAS

18001 standard which provides that the effective participation of Employees

and Third Parties in matters related to occupational health and safety system

is essential. CBMM believes that there is no long-term program without the

ongoing care of the environment and the health and safety of its Employees and


Third Parties. CBMM’s Employees and Third Parties are responsible, jointly with

the CBMM, for the faithful compliance with applicable environmental, health and

safety procedures and laws, in its activities. So everyone must:

Comply with environmental laws and internal policies, as well as engage

in the preservation of the environment and in the rational and conscious

use of natural resources. CBMM has several programs in this sense that

should be encouraged and disseminated internally, such as monitoring

the quality of water and air and waste management.

Require conditions and equipment necessary to provide a healthy and

safe work environment. Employees and Third Parties shall be responsible

for the proper use of such equipment.

3 PENALTIESThe violation of any provision listed in this Code shall subject those responsible

to sanctions.

All CBMM’s Employees, without any exception, who engage in any violation

of this Code may be subject to the following internal sanctions, according to the

nature and severity of the offenses. There is no sanction increase applicable.

• Verbal or written warning;

• Suspension or

• Termination of employment or engagement with or without cause.

Third Parties involved in any violation of any provision of this Code may

be subject to the sanctions listed in the agreement with CBMM and in the

employment agreement signed with their own Employers.

4 COMMUNICATION CHANNELSAll Employees and Third Parties must know, promote and comply with this

Code for the proper performance of their activities.


It is extremely important that CBMM knows what the problems faced are and

the possible violations related to this Code. Only then can it take the necessary

steps to remedy the unwanted situations and prevent future violations.

The reputation and success of the CBMM depends on the compliance with

legal and ethical rules laid down in laws and specific regulations in this Code.

Thus, all Employees and Third Parties have the right and the duty to notify the

Compliance Department about violations of this Code, as well as other internal

standards and applicable legislation. For this, communication channels are

available, through which Employees and Third Parties can file complaints of

violations and clarify doubts about the content and application of this Code in

their daily activities.

The following communication means are available:

Ethics Channel, which can be accessed via the website

www.cbmmcompliance.com or by the following telephone numbers:

a v a i l a b l e 2 4 h a d ay , 7 d ay s a w e e k

( Brazil – 0800-721-0754

( USA – 1-800-982-0934

( Switzerland – 0800-835-088

( netherlandS – 0 -800-022-2352

( Singapore – 800-852-3836

( other countrieS: +55 11 2739-4508

This telephone number accepts collect calls.


CBMM encourages Employees and Third Parties to identify themselves to

facilitate the ascertainment of facts and respond to any query made. However,

if an Employee or Third Party does not wish to be identified, the Compliance

Department shall take all steps available to determine the facts. If a report is

made anonymously, CBMM shall respect that anonymity. If a report is made

confidentially (but not anonymously), CBMM shall maintain that confidentiality

to the extent possible, consistent with the need to conduct an adequate

investigation and, if necessary, to respond appropriately to any government

investigation or inquiry.

Any communications shall be reviewed by the Compliance Department,

which shall ensure the application of this Code. It will be responsible for answering

questions submitted and coordinating investigations of complaints. Everything

will be done confidentially so as not to expose CBMM or its members to third

parties.

CBMM appreciates the cooperation of its members to resolve irregularities

within CBMM. Thus, queries about the understanding and application of this

Code to specific situations are strongly encouraged.

This Code does not purport to address all situations that may arise within

CBMM. Thus, it is extremely important that any question be directed to the

indicated communication channels.

Complaints made in good faith by an Employee or Third Party shall not in

any way result in any retaliation for making such complaints. CBMM values and

encourages an open and transparent communication environment, so there

shall be no retaliation or reprimand for reporting in good faith any potential

violation of this Code of Ethics or any of CBMM’s policies. On the other hand, any

false or untrue accusation with the intent to harm others shall be deemed as a

violation of this Code. CBMM encourages only those communications made in

good faith, in a responsible and ethical manner.

If any Employee or Third Party believes that his/her query/complaint was

not given proper attention, the Compliance Department is always available to

provide any necessary clarification.


REPRESENTATION AND UNDERTAKING

I, ,[Title] , certify that I have read and understand the Code of Ethics and Conduct of CBMM and its subsidiaries (CBMM); have had the opportunity to ask any questions about the Code; and will comply fully with the Code.

I have not directly or indirectly violated or taken any act that may have violated the Code. Nor will I take any act in the future that may violate the Code. I also am unaware of – and have not received any communication or other information alleging or giving reason to believe there has been – any act by CBMM or any of its Employees (include all employees, all members of the board of directors, and interns working at the headquarters or in any affiliates, subsidiaries, joint ventures and consortia in which CBMM participates) or Third party (all agents, distributors, advisors, contractors, service providers, outsourced workers that carry out any activities in name or on behalf of CBMM, and any other representatives acting on behalf of CBMM) that violated or may have violated the Code. If I ever learn of such an act that has occurred or may occur in the future, I will promptly report this information as required by, and using a communication channel specified in, the Code.

Full Name

Official company register /CNPJ/CPF/passport

/ / Date

Signature

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