Integrity program – Tecnosonda

POLICY ON RELATIONSHIP WITH PUBLIC AGENTS* AND ANTI-CORRUPTION

* We can consider a public agent any person who exercises a mandate, position, job or function in the administration directly or indirectly linked to any of the Powers or public bodies, which includes, but is not limited to Petrobras. Also, someone who represents the interests or acts on behalf of people who fit this definition, including their family members and people in their relationship.

APLICATION

This Policy, approved by the Tecnosonda S / A Ethics Committee (“Tecnosonda”), applies to all employees, managers and directors (Employees) and anyone who represents any interest in Tecnosonda or acts on its behalf, directly or indirectly , including partners and suppliers, even if they do not have formal representation through a contract or power of attorney (Third Parties).

Complying with this Policy is everyone’s duty.

OBJECTIVE

In order to assist Tecnosonda’s day-to-day business, reinforcing the values of integrity and transparency, this Policy aims to establish general guidelines for the relationship with Public Agents1 in order to prevent, detect and prevent the practice of corruption or any act that violates the Public Administration, national or foreign.

This Policy was created to be used as a guideline of good conduct for Employees and Third Parties who deal with Public Agents.

RELATIONSHIP WITH PUBLIC AGENTS

Examples of Public Agents are:

• Employees of city halls, secretariats, municipalities, public companies and banks, mixed-capital companies, public service concessionaires and public foundations, including, but not limited to, Petrobras;

• Members of the Judiciary Branch (including Justice Officials), the Legislative Branch (including politicians without a mandate) and the Executive Branch, the Public Ministry, the Federal Revenue Service, the forces that make up Brazil’s public and social defense system, among the Military Police and the Fire Department, from diplomatic offices, among others;

Relatives, advisors or people who have a close relationship with the Public Agents listed above.

Any and all relationships with Public Agents must be conducted in a transparent manner and based on legitimate interests, regardless of whether they are being conducted by Employees or Third Parties.

All those who maintain interaction with Public Agents, whether at the time of participating in public tenders, negotiating tax benefits or other interests with government entities, attending inspections of any nature, obtaining or renewing licenses and permits, representing Tecnosonda in judicial or administrative proceedings, among other situations inherent to Tecnosonda’s business, they must remain attentive and be able to identify behaviors that may, even if by chance, suggest a breach of integrity in the interaction with Public Agents. This aspect includes not only corrupt payments, but also those for facilitation, that is, those that aim to make the process faster, even if it does not alter its outcome.

Ex .: It is forbidden to make a payment to a public official to approve a payment to be made to Tecnosonda or to approve a Tecnosonda license faster than usual.

Therefore, everyone is expected to read and understand the importance of this Policy and, above all, to be committed to its strict and integral compliance.

The conduct guidelines in a relationship with Public Agents determine that Employees and Third Parties:

Do not tolerate any attitudes or intentions that can be understood as possibly inappropriate;
Watch over Tecnosonda’s image and good reputation;
Make Tecnosonda’s stance of integrity clear;
Seek guidance from your immediate superior or the Tecnosonda Ethics Committee in case of doubts regarding a suspicious situation;
Inform your immediate superior of all and any interaction with Public Agents, preferably in advance, and appear accompanied in face-to-face meetings;
Be duly prepared to keep any and all discussions with Public Agents within technical, professional and legitimate limits;
Report to the Ombudsman if they are subjected to any improper approach, even if indirectly or subtly.

CORRUPTION

Tecnosonda does not tolerate any form of corruption and does not admit the practice of any act that could represent an injury to the Public Administration, such as fraud in tenders and contracts with government agencies.

Corruption is the delivery, offer or promise of an undue advantage to a Public Agent, or a natural or legal person related to it, aiming to illegally influence its decisions and / or delay or accelerate its actions, in order to favor Tecnosonda.

The mere suggestion of an improper advantage for a Public Agent can bring legal consequences and risks linked to the reputation of Tecnosonda and others involved, including criminal liability for the individual involved in granting such advantages.

For the purposes of this Policy, undue advantages are considered anything of value offered, delivered or even only promised to a Public Agent, in the expectation of obtaining, in return, some benefit for Tecnosonda, such as:

Cash amounts;
Gifts that may influence a decision by the Public Agent, or accelerate or delay their actions;
Cost of travel and accommodation that does not have a legitimate business purpose;
Hiring friends, family or companies that are linked to the Public Agent, aiming to influence him to benefit Tecnosonda;

Anyone who has any influence over the Public Agent will also be considered a Public Agent for the purposes of this Policy.

Any offer, delivery or promise made to a Public Agent with inappropriate intent can be punished.

TRAVEL, HOSPITALITY AND ENTERTAINMENT

Depending on the way it is offered, the payment of travel, hospitality and entertainment for Public Agents may come to be interpreted as an undue advantage. To avoid any question being asked, it is necessary to observe the parameters defined here so that there is no possibility of such an interpretation.

Every travel, hospitality and entertainment offer must:

Have business purpose;
Be made in a transparent manner;
Comply with local law, regulations and good customs;
Be within what can be considered reasonable and proportional;
Be done only in situations that do not involve decision making by the Public Agent, so that there is no perception of an attempt to influence;
Be communicated in advance to the Ethics Committee.

In addition, such offers should never be:

Made in cash;
An attempt to influence the Public Agent;
An attempt to influence the Public Agent;
Repeated (repeatedly during the year);
Made if the internal policies of the government agency do not allow or prohibit.

GIFTS

The offer of gifts and presents to Public Agents is not allowed under any circumstances.

In the case of representatives of private companies, this offer should be made in moderation. The sum of items in a calendar year must not exceed R $ 200.00. Exceptional cases in the private sphere must be submitted to prior approval by the Ethics Committee.

When offering gifts and presents, you must:

Give preference to items that contain the Tecnosonda logo;
Make sure that the gift or gift complies with the laws, regulations and good customs of the place;
Always offer, and only, transparently;
Communicate in advance to the Ethics Committee.

And yet, never:

Deliver amounts in cash or equivalent, even if of small value;
Use the situation to try to influence a Public Agent, as an exchange of favors, as a reward or thanks for a business obtained or maintained;
Deliver gifts and presents periodically or repeatedly (repeatedly during the year).

CONFLICT OF INTEREST

Kinship relationships or bonds of friendship with Public Agents can be, or appear to be, a conflict of interest. Even if the situation does not influence a Public Agent decision related to Tecnosonda, or Tecnosonda’s business, it is necessary to provide transparency and keep the Ethics Committee informed of the relationship. This can be done by email, letter or any other way that keeps the information documented.

If there are personal relationships with Public Agents, Tecnosonda’s approach to professional matters of interest should be avoided and, if this occurs by the Public Agent, the situation must be reported to the Ethics Committee.

A conflict of interest can also arise when personal goals or interests interfere with the objectivity of Employees and Third Parties when making decisions or practicing any conduct on behalf or in the interests of Tecnosonda.

THIRD-PARTY

All Third Parties, including suppliers, service providers, subcontractors, business partners, consultants, dispatchers, among others who relate to Tecnosonda, must, within the scope of this relationship or when acting on behalf, in the interest or benefit of Tecnosonda before Public Agents, act in accordance with all the guidelines of this Policy and with the laws and regulations in force, even if they eventually receive instructions – expressed or not – to stop observing them.

Any improper act of a Third Party before a public agency may pose risks to Tecnosonda and to the Third Party itself. Therefore, the process of contracting Third Parties that relate to Public Agents must comply with the following parameters:

Respect for transparent, objective and technical criteria for choosing the Third Party;
Analysis of the Third Party’s previous reputation, through market references; and
Formalization of the written contract with the inclusion of a specific anti-corruption clause (Annex I).

Tecnosonda’s hiring process cannot have direct or indirect influence from Public Agents.

DONATIONS, SPONSORSHIP AND POLITICAL CONTRIBUTIONS

Tecnosonda values the highest degrees of transparency and integrity and, therefore, no type of donation is allowed, especially political contributions.

In the case of sponsorships, they must have a legitimate and adequate purpose, duly guided by a corresponding contract.

Prior to any sponsorship, Tecnosonda will consider:

The verification of prior reputation in relation to the new entities that may receive the sponsorship;
The ban on the use (or mere appearance) of sponsorship as a way to illegally influence Public Agents.

Tecnosonda does not make contributions and / or donations to political parties or candidates for elected public office and does not authorize anyone to do so on their behalf.

COMMUNICATION CHANNEL

Tecnosonda makes available, both to the internal and external public, an Ombudsman structure that will serve to deal with matters related to this Policy, on ethics, integrity and compliance. This Guidance and Reporting Channel is open to receive questions, requests for guidance and reports on misconduct in the workplace.

Therefore, in the face of a situation that may represent a violation of this Policy, if there is any doubt about a certain situation or, even if you feel uncomfortable with a certain situation, the Ombudsman should be called, even with the possibility of anonymous contact, through the channels. below:

Letter: Rua da thailand, nº 85, Granjas Rurais Presidente Vargas, CEP: 41230-215, Salvador / BA.
Email: ouvidoria@tecnosonda.com.br
Phone: +55 (71) 3034-7683

All those who seek the Communication Channel in good faith to deal with matters related to this Policy are guaranteed that they will not be retaliated against.

SANCTIONS

All Tecnosonda Employees and Third Parties must assume the positions determined by this Policy in their daily work. Adherence to this Policy is not optional and failure to comply with any points defined herein will be subject to the appropriate measures, including dismissal for cause and immediate termination of the contractual relationship with payment withholding.

Any and all guidance that may represent a violation of this Policy should not be followed and the situation should be reported immediately to the Guidance and Reporting Channel.

ANTI-CORRUPTION CLAUSE

TECNOSONDA declares and guarantees:

Refrain from performing any act harmful to public administration, national or foreign, in violation of the laws that deal with crimes and corrupt practices and against public administration, including, but not limited to Law 12.846 / 2013, Law 8.666 / 1993 , Law 8,429 / 1992 and the Penal Code;

Do not offer, promise or make payments or grant benefits, gifts, incentives or gratuities to any Public Agent.

For the purposes of this contract, a Public Agent is considered to be anyone who: (i) occupies a public position, job or function or who represents, even if temporarily or without remuneration, a public or national body or entity, public associations and foundations or mixed or state-controlled companies; (ii) candidates or holders of elective mandates, political parties and their representatives; (iii) people exposed politically; or (iv) any person who has an influence on the decision making of a Public Agent.

Do not finance, fund, sponsor or in any way subsidize the practice of illegal acts;

Do not use any natural or legal person to conceal or conceal your real interests or the identity of the beneficiaries of the acts performed;

Do not frustrate, defraud or even obtain or maintain undue benefit due to public tenders and / or contracts;

Do not obstruct any investigation or inspection activity that may be involved as a result of practices related to the fulfillment of this contract, before public agencies, entities or agents, including within the scope of the regulatory agencies and inspection bodies of the national financial system;

That any interaction with the government will take place by Employees who are not Public Agents or a third person related to them.