Code of ethics

EPIGRAPH

"'Our virtues and our shortcomings are inseparable, like force and matter. [...] The gift of mental power comes from God, the Divine Being. And if we focus our minds on the truth, we align with this great power.' Nikola Tesla – the genius who inspires us." NewSun Team

1.1. This Code of Ethics and Conduct ("Code") aims to establish the principles, standards and norms of ethics and conduct to be observed by the partners, directors, employees, interns and service providers of NEWSUN (respectively, "Employees" and "NEWSUN"), guiding the decisions, attitudes and actions of Employees and setting out the appropriate conduct in relation to the various stakeholders with whom NEWSUN interacts, therefore serving as a practical guide for personal and professional conduct.

1.2. For the purposes of this Code, the administration of NEWSUN comprises its partners and directors ("Administration").

1.3. Each situation covered by this Code must be analysed individually and taking into account the respective context.

2.1. This Code applies to all Employees, as well as to any persons linked to the administration and management of condominiums and consortia administered and/or managed by NEWSUN, as the case may be.

2.2. In NEWSUN's relations with its clients ("unit holders"), Investee Entities, partners, suppliers, government bodies and other stakeholders and related parties (collectively, "Third Parties"), Employees shall:

(i) make their best efforts to ensure that such Third Parties are aware of the standards set out in this Code;

(ii) act in a manner consistent with the guidelines of this Code.

(i) unit holders are understood to include not only NEWSUN's direct consortium clients, but also private quotaholders;

(ii) unit holders are understood to include any clients / companies in which NEWSUN or its subsidiaries lead, manage, provide services to or may do so.

(i) shall receive a copy of this Code;

(ii) shall sign an adherence term with the wording set out in Annex I ("Adherence Term"), declaring full knowledge and understanding of this Code and assuming the duties and responsibilities provided for herein.

2.5. The Adherence Term shall be formalised in two (2) copies, one copy remaining with the Employee and the other with NEWSUN.

2.6. It is the responsibility of the Compliance department to carry out the duties under this Code and to monitor compliance with it.

2.7. It is the responsibility of the People Management department to present this Code to employees at the time of their engagement and to collect their signatures on the Adherence Term.

2.8. This Code and the Internal Policies shall be available on the NEWSUN website and in a dedicated directory on the internal network.

2.9. This Code shall bind the Employee from the signing of the Adherence Term and shall remain in full force and effect in relation to such Employee for as long as they perform activities with NEWSUN, subject also to the provisions of the following item.

2.10. Without prejudice to the above, the provisions relating to confidentiality shall remain in full force and effect in relation to Employees until the Confidential Information becomes public knowledge.

2.11. Notwithstanding the provisions of this Code, Employees shall also be subject to the Internal Policies referred to in this Code, having regard to their relationship with the activities carried out.

3.1. NEWSUN and its Employees must maintain high ethical standards of conduct in all activities undertaken by them, as well as in their relations with other Employees or Third Parties, regardless of the environment in which such activities are carried out, refraining from any illegal and/or immoral act or omission.

3.1.1. For the purposes of this Code, any act or omission that contravenes Brazilian legislation, as well as the regulation and self-regulation applicable to NEWSUN's activities, including, without limitation and as applicable, the rules issued by ANEEL – Agência Nacional de Energia Elétrica, MME – Ministério de Minas e Energia and ABGD – Associação Brasileira de Geração Distribuída, is considered illegal or unlawful.

3.2. Integrity is a fundamental element in the relationships established by NEWSUN. Such relationships shall be established with a view to a relationship of mutual trust, which requires establishing credibility and reliability with Clients, Investee Entities and partners. NEWSUN's competitive advantage and success shall derive from individual and collective capabilities and respect for the industry, and never from the use of manipulative practices or by avoiding or evading the consequences of any errors.

3.3. The conduct of NEWSUN and Employees must always comply with the legislation and regulations applicable in Brazil, including, but not limited to, tax, labour, economic power, consumer, financial and capital markets and anti-corruption and anti-money laundering legislation ("Legislation").

3.4. In order to avoid moral lapses and possible undue favours for NEWSUN and/or Third Parties, all decisions must be taken and guided by ethical principles and compliance with applicable laws.

3.5. Any violation of the standards and conduct set out in this Code must be reported immediately in accordance with Section X below so that the necessary measures may be taken.

3.6. In addition to the ethical standards expected of the conduct of any honest and upright person, the conduct of NEWSUN and Employees shall always be guided by the following values and principles:

● Strict observance of applicable laws and standards;

● Knowledge and preparation of Employees;

NEWSUN's provision of services depends on the technical knowledge and preparation of its Employees. In this regard, NEWSUN engages Employees with qualifications appropriate to their respective activities.

Furthermore, NEWSUN adopts measures to keep its Employees, according to the duties of each, duly updated in relation to the Legislation, Self-Regulation and market practices.

● Client trust;

● Dedication and discipline of Employees;

● Diligence towards the Investor;

● Efficiency and agility of Employees;

● Prudence of Employees;

● Appropriate handling of Conflicts of Interest

● Leadership conduct

It is the responsibility of Employees in management and leadership roles:

(i) to listen to and consider new ideas, differing opinions, questions and arguments that represent a form of learning and improvement of processes;

(ii) to encourage relationships between the various hierarchical levels and between departments, cooperation among employees and the sharing of knowledge as a form of learning and dissemination of best practices, safeguarding the confidentiality criteria already cited in this Code and in the Information Security Policy;

(iii) to encourage initiatives for the preservation of health at work; and

(iv) to inform, guide and prepare their team for the correct application of NEWSUN's policies and standards, setting an example to be followed.

● Teamwork and mutual assistance among Employees;

● Employee wellbeing;

● Respect for the individual;

● Alignment of interests;

Alignment of interests between NEWSUN and Third Parties is achieved when all are aware of their roles, rights and obligations.

NEWSUN aims to obtain medium- and long-term financial returns for its Clients in a responsible, conscious and sustainable manner.

● Sustainable development

NEWSUN believes that managing with socio-environmental responsibility means:

(i) seeking to reduce harm to the environment;

(ii) promoting the improvement of environmental conditions, eco-efficiency and the use of renewable resources;

(iii) adopting attitudes, behaviours and actions that promote the wellbeing of the community, workers' rights and transparency;

(iv) conducting its business according to high ethical and integrity standards.

Society, in one way or another, depends on environmental inputs to carry out its activities. It is part of NEWSUN's social responsibility to avoid waste of such inputs (energy, raw materials in general and water) and to impact positively the community affected by its activities.

Disposing of waste in appropriate locations and forms (selective collection), reducing noise in the neighbourhood, encouraging energy savings, choosing environmentally sound Suppliers and assets, and acting ethically, transparently and with integrity in the conduct of its business are not only ways to reduce socio-environmental impact; these initiatives are also sources of profit and reputational gains.

Notwithstanding the above, sustainable development is only viable if the set of socio-environmental measures is combined with the financial return sought by stakeholders.

Accordingly, one of the principles that guide and frame NEWSUN's conduct is the management of its business with socio-environmental responsibility combined with competitiveness and the optimisation of the relationship of trust and transparency between NEWSUN and its stakeholders in the pursuit of maximising the economic results they seek.

4.1.1. High standards of corporate governance guide NEWSUN's organisational structure, governing and influencing the relationships between its partners, directors, Employees, oversight and control bodies and other stakeholders.

4.1.2. Among the corporate governance principles adopted by NEWSUN, the following stand out:

(i) Equity: fair and equal treatment of all partners, Employees and other stakeholders, considering their rights, duties, needs, interests and expectations;

(ii)
Corporate Responsibility:
directors and other Employees shall, within the scope of their duties, safeguard NEWSUN's economic and financial viability, reduce negative externalities and increase positive ones, taking into account the various forms of capital (financial, intellectual, human, social, environmental, reputational, etc.) in the short, medium and long term.

4.2.2. NEWSUN engages Employees with qualifications appropriate to their respective activities and adopts measures to keep its Employees, according to the duties of each, duly updated in relation to the Legislation, Self-Regulation and market practices.

4.2.3. The engagement of a public official or former public official must comply with the Anti-Corruption Policy.

4.4.1. As NEWSUN does not act as part of the distribution system and does not provide securities advisory services, nor brokerage or similar services, it is not required to adopt procedures for verifying the suitability of investment products, services and transactions.

4.5.1. NEWSUN observes the information disclosure rules provided for in the Legislation and/or Self-Regulation, notably the disclosure of Material Facts, as defined in the Legislation.

Without prejudice to the other Sections of this Code and the applicable Annexes, according to their respective duties, each Employee must observe the conduct described below.

5.1.1. Without prejudice to the other standards of conduct provided for herein, every Employee, within the scope of their activities, must:

(i) carry out their activities with commitment to results, based on solid operational plans and best market practices, building and maintaining NEWSUN's reputation, seeking continuous learning in matters related to NEWSUN's activities;

(ii) safeguard the interests of their Clients and the preservation of assets and values entrusted to them by such Clients;

(iii) exercise the care and diligence that any active and upright person customarily exercises in the management of their own business.

5.2.1. Every Employee must have and maintain the qualifications appropriate to the performance of their respective activities.

5.2.2. In addition to mastery of the technical knowledge inherent to their functions, every Employee, within the scope of their duties, must have and maintain full knowledge of the Legislation, Self-Regulation and the provisions of this Code and other internal policies of NEWSUN ("Internal Policies").

5.2.3. NEWSUN adopts measures to keep its Employees, according to the duties of each, duly updated in relation to the Legislation, Self-Regulation and market practices.

5.3.1. NEWSUN is a member institution of ABGD, actively participating in its committees and working groups, seeing in Self-Regulation a means of bringing greater security to the market and a channel of communication between the market and government authorities, allowing NEWSUN, among other things, to anticipate and/or mitigate potential regulatory risks.

5.3.2. Employees responsible for activities subject to Self-Regulation must know and observe it.

5.4.1. NEWSUN's directors and employees must devote themselves full-time to their work activities at NEWSUN, always in compliance with the Legislation

5.4.3. External Employees must devote to NEWSUN the time necessary for the performance of their duties, subject to the terms and conditions contracted, if any.

5.5.1. Every employee, within the scope of their activities, must respect the segregation of activities and the security of confidential information to which they have access, as defined in the Activity Segregation Policy and the Information Security Policy, respectively, in order to: i avoid the improper and undue use of Confidential Information as defined in Section 5.6 of this Code; and ii prevent possible conflicts of interest.

5.6. Confidential Information and Privileged Information (Insider Information)

5.6.1. In relation to Confidential Information and Privileged Information, every Employee must observe the Information Security Policy.

5.7.1. NEWSUN's assets consist of tangible assets, such as its facilities, equipment, furniture and other physical assets, as well as intangible assets, such as trade secrets, brands, copyrights and/or intellectual property, marketing materials, databases and other electronic files. These must be safeguarded by Employees, who must use them in the best possible way for the performance of their functions.

5.7.2. NEWSUN's assets are intended exclusively for use in NEWSUN's activities and for its own benefit. Accordingly, the Employee is required to ensure the proper use of the space and resources provided for the performance of work.

5.7.3. If NEWSUN provides mobile phones or other assets to the Employee for the performance of their duties, such assets must be returned on the terms defined at the time of provision, in good condition, taking into account normal wear and tear. In the event of termination of the employment contract or similar, return shall be immediate.

5.7.4. Every Employee must be careful in the use of their own equipment and systems and ensure the proper use of others. If any Employee identifies poor maintenance, improper or inadequate use of any asset or systems, they must report it to the competent authorities, in accordance with this Code.

5.8.1. The results of intellectual work and strategic information generated at NEWSUN shall be the exclusive property of NEWSUN.

5.8.2. The Employee is responsible for treating as Confidential Information and, where applicable, as Privileged Information, as defined in the Information Security Policy, information about intellectual property to which they have access as a result of their work, using it carefully and in accordance with the Information Security Policy.

5.9. Use of social media at NEWSUN premises and/or on its systems

5.9.1. Social media may be defined as technologies that provide users with means of communication, enabling the exchange of information and content. Examples of social media include LinkedIn, Facebook, Twitter, Microsoft Lync, platforms such as YouTube, blogs, vlogs, among others.

5.9.2. At its discretion, NEWSUN may allow its Employees to use social media in its environment and systems, both for professional purposes (if related to the Employee's duties) and personal purposes, provided they do not violate the provisions of this Code, the Information Security Policy or any other internal guideline of NEWSUN.

5.9.3. In addition to the provisions of the Information Security Policy, Employees must observe the following rules for the appropriate use of social media, even outside NEWSUN premises and systems:

(i) out of respect for NEWSUN's property and time, act with common sense, not using equipment and working hours to browse social media without objectives and results for NEWSUN;

(ii) not generate excessive data traffic on NEWSUN's network;

(iii) not access social media at the same time as performing their duties at NEWSUN;

(iv) not share confidential information about NEWSUN or about its Clients and Employees;

(v) not publish misleading or incorrect information about NEWSUN;

(vi) not link NEWSUN's brand, name or image to embarrassing situations that may result in defamation, insult, slander, harassment and discrimination; and

(vii) not post or share defamatory, discriminatory, prejudiced, untrue content, content that incites or advocates unlawful acts or hatred against anyone, or content that violates the terms and conditions of the respective social media platform, regardless of any link to NEWSUN's brand, name or image.

5.9.4. Subject to the above, NEWSUN respects the individuality and freedom of expression of its Employees within the limits established in this Code, applicable legislation and regulations and good faith.

5.9.5. Employees must exercise care when presenting information involving NEWSUN in virtual environments.

5.9.6. Public disclosure of information on behalf of NEWSUN shall only be permitted with prior written authorisation and in accordance with the Information Security Policy.

5.12.1. The name, brands, logos and any other signs identifying NEWSUN must only be used in the performance of the Employee's professional duties with NEWSUN.

(i) regarding the use and delivery of business cards, their use for other purposes being prohibited;

(ii) regarding the use of an identification badge bearing NEWSUN's name outside NEWSUN premises

5.13.1. Clean desk & safe desk: All Employees must keep their desks clean and organised; all non-public documentation must be kept in a locked location with restricted access. No Confidential or Privileged Information must be left in plain view, whether on paper or on any devices, electronic or otherwise. When using a shared printer, the Employee must collect the printed document immediately.

After meetings and visits, internal or external, all material used must be removed from meeting rooms, including notes.

5.13.2. Document destruction: All documents containing non-public information that are not necessary must be immediately rendered unusable and destroyed.

5.13.3. Dress Code: In the performance of their duties, Employees must wear clothing appropriate to a professional environment.

5.13.4. The use of mobile phones within NEWSUN's internal premises must be restricted, prioritising the professional environment.

5.15.1. Employees must constantly seek to improve the quality of the working environment, aiming at the safety, hygiene, health and wellbeing of other Employees. They are responsible for maintaining and safeguarding these conditions.

5.15.2. From the Board to interns, all professionals must treat colleagues with respect for their individuality, religious beliefs and personality. NEWSUN condemns any practice of moral or sexual harassment, discrimination of any kind or humiliation.

5.15.3. Although competitive in its sector, NEWSUN is internally a cooperative company, always seeking the professional development of Employees and encouraging the exchange of information and experiences, subject to the segregation of activities and functions.

5.16.1. Regardless of hierarchical level, no Employee may be subject to corporal punishment or sexual, economic, moral or any other form of harassment, nor to situations that constitute disrespect, intimidation or threat.

5.16.2. Harassment is characterised when someone in a privileged position uses that advantage to humiliate, disrespect, embarrass or compel the performance of an act to which the harassed person is not obliged. Moral harassment occurs when someone is exposed to humiliating situations during the working day. Sexual harassment aims to obtain a sexual advantage or favour.

5.17.1. NEWSUN values diversity in working relationships. Therefore, everyone must be treated respectfully, cordially and fairly, regardless of the position or function they hold; no form of discrimination or prejudice of any kind is permitted, whether based on race, religion, age, sex, political conviction, nationality, marital status, sexual orientation, physical condition or any other factor.

5.18.1. NEWSUN believes in the empowerment of women and their effective participation in the labour market.

5.18.2. Empowering women and promoting gender equity in all social and economic activities are guarantees for the effective strengthening of economies, driving business, improving the quality of life of women, men and children, and for sustainable development.

5.19. Use of alcohol, drugs, smoking products and carrying of weapons

5.19.1. The consumption of alcoholic beverages during working hours is not permitted, except at celebrations and within socially accepted customs. It is prohibited to perform professional duties while intoxicated. The use and possession of drugs, whether legal or illegal, and remaining in the workplace in an altered state due to the use of such substances are also not permitted, as this may affect the safety and performance of both the Employee and their colleagues.

5.19.2. The consumption of cigarettes, cigarillos, cigars, pipes or any other smoking product, whether or not derived from tobacco, in accordance with Law No. 13,541 of 07/05/2009, is not permitted in the workplace, nor in the building where NEWSUN is located; if necessary, the Employee must leave the building to use the product in a place appropriate for that purpose.

5.19.3. Regardless of legal permission, weapons of any kind are not permitted on NEWSUN premises, except for expressly authorised professionals. 5.19.4. Failure to comply with any item in this article may result in immediate dismissal for cause.

5.20.1. The sale and barter of goods on NEWSUN premises and/or during working hours by employees at any level is prohibited.

5.21.1. Employees are prohibited from making, on behalf of NEWSUN, any contribution in money, goods or services to political and/or religious campaigns or causes. Accordingly, NEWSUN's resources, space and images may not be used to serve personal, partisan and/or religious political interests.

5.21.2. NEWSUN respects the individual right of the Employee to engage in civic matters and participate in the political and/or religious process. However, such participation must take place outside the workplace. In that situation, the Employee must make clear that the statements are personal and do not represent NEWSUN's position.

5.23.1. NEWSUN may authorise certain Employees to work outside its premises, under a home office arrangement. In this case, the Employee must continue to observe the conduct provided for in this Code of Ethics and Conduct

5.24.1. Whether in an internal or external environment, such as participation in training, events or other situations that allow identification of NEWSUN, the Employee's conduct must be compatible with NEWSUN's values, thereby contributing to recognition of NEWSUN's good corporate image.

5.24.2. In lectures and participation in seminars and other public events, the confidentiality of Confidential Information about NEWSUN and its business must be strictly respected. Both participation as a speaker at events and the topics to be presented must be previously approved. For presentations about NEWSUN, officially approved material must be used.

Without prejudice to the other Sections of this Code, NEWSUN and its Employees, according to their respective duties, must observe the conduct described below in relationships with Third Parties.

6.1.1. In relationships with any Third Parties, NEWSUN and its Employees must strictly and faithfully observe:

(i) applicable Legislation;

(ii) applicable Self-Regulation;

(iii) the respective contract between the Supplier and NEWSUN;

(iv) the regulations of the markets in which securities, allocated portfolios (including quotas) and issued assets (credits) are registered for distribution or trading;

(v) this Code and other guidelines set out in the Internal Policies.

6.2.1. Relationships established with Clients must be guided by trust, quality, diligence and respect.

6.2.2. All Clients must receive the specified standard of treatment; prioritisation in serving a particular Investor or granting privileges to obtain any kind of benefit is prohibited.

6.3.1. Relationships established with product suppliers and service providers ("Suppliers") must be transparent and free from any favouritism.

NEWSUN values the use of legal, clear and objective criteria in the selection and engagement of Suppliers.

6.3.2. Suppliers must know NEWSUN's values and act in a manner consistent with the standards of this Code.

6.3.4. It is the responsibility of NEWSUN and each of its Employees to maintain the confidentiality of their Suppliers' Confidential Information.

6.3.5. In addition to the provisions herein, the engagement of service providers ancillary to the administration of securities portfolios ("Qualified Providers") must comply with the Supplier and Qualified Provider Engagement Policy.

6.4.1. The making of payments of any kind, or the offering of any advantage, to Public Entities to expedite or facilitate routine services or administrative actions is strictly prohibited.

6.4.2. All Employees must ensure compliance with policies, standards and strict controls for the prevention and combating of money laundering, terrorist financing and unlawful acts of any nature, in strict compliance with applicable laws on the subject and in accordance with the best national or international practices, where applicable. In this regard, all Employees must observe the Anti-Corruption Policy and the Anti-Money Laundering Prevention and Combating Policy, as well as the provisions of this Code and other Internal Policies.

6.4.3. All material to be submitted by NEWSUN for participation in public tenders and competitions must be previously approved by the Compliance Director.

6.4.4. Contracts and agreements with Public Entities must be previously approved by the Compliance Director.

6.4.5. In addition to the provisions of this Section and this Code, all relationships with Public Entities must also comply with the Anti-Corruption Policy.

6.5.1. All market and competitor information that is legitimate and necessary for the business must be obtained through transparent and proper practices; its obtainment through unlawful means, understood as illegal and morally unacceptable means of access to confidential information, is not permitted.

6.5.2. NEWSUN and its Employees are prohibited from adopting any attitude that denigrates the image of NEWSUN's competitors or commercial partners.

6.5.3. Understandings with competitors aimed at abuse of economic power, arbitrary commercial practices that breach commercial rules, or that disregard competition and anti-corruption rules must not be promoted.

6.6.1. Relationships with the media and press ("Media") must be guided by transparency, credibility and trust, always observing NEWSUN's values.

6.6.2. NEWSUN maintains among its partners and Employees persons authorised to speak on its behalf, and only they may speak to the Media about NEWSUN. When authorised to speak on behalf of NEWSUN, representatives must always express NEWSUN's institutional viewpoint.

6.6.3. The building and strengthening of NEWSUN's image and reputation also take place through dialogue and behaviour towards the audiences with which it interacts. To that end, conduct, inside and outside NEWSUN, must always be in line with NEWSUN's values.

7.1. The administration and monitoring of this Code and the Internal Policies shall be carried out by a person designated by NEWSUN's administration ("Compliance Director"), who shall enforce this Code, the Internal Policies and other rules issued by NEWSUN.

7.2. NEWSUN adopts a preventive and repressive approach in relation to practices that violate the Legislation, Self-Regulation, this Code, the Internal Policies and other rules issued by NEWSUN, using its own systems to monitor operations and constantly supervising the activities of its Employees. In this regard, to ensure faithful compliance with its Internal Policies, as well as applicable Legislation and Self-Regulation, NEWSUN reserves the right to track, monitor, record and inspect all voice traffic carried out via telephone and Internet contact, as well as the exchange of written information transmitted via Internet, intranet, instant messaging systems, fax, physical and electronic mail (e-mail), as well as files stored or created by IT resources belonging to NEWSUN or used on its behalf.

7.3. The measures described in the previous item allow NEWSUN to monitor the conduct of its Employees and enable the correct identification of the responsible party in the event of a violation.

7.4. Furthermore, NEWSUN shall carry out periodic tests, at least once a year, to identify any irregularities and conduct deviations by its Employees.

10.1. Employees acknowledge and agree that compliance with this Code and the Internal Policies is necessary for the proper functioning and correct use of NEWSUN's facilities, files and equipment, and that its violation and/or non-compliance may cause substantial and difficult-to-repair damage to NEWSUN and/or third parties.

10.2. Employees are liable for losses that, as a result of non-compliance with the provisions set out in this Code and the Internal Policies, they cause to NEWSUN and/or third parties.

10.3. Violation or suspected violation of the rules of this Code and the Internal Policies, by act or omission, shall trigger the opening of an internal process to investigate possible irregularities and may subject the Employee involved to disciplinary measures.

10.4. All Employees must immediately report to the Compliance department, through the procedure defined in the item IX above, whenever they have knowledge or suspicion of:

(i) non-compliance with the provisions of this Code or the Internal Policies, as well as provisions of legislation and Self-Regulation;

(ii) occurrence of conflicts of interest;

(iii) indication or commission of unlawful or suspicious activities; and

(iv) operational and systems failures that make unlawful or suspicious activities opportune.

10.5. All Employees must adopt conduct that assists in the prevention and repression of the conduct mentioned in the previous item. In other words, every Employee must safeguard NEWSUN's business and image and pay attention to risks inherent to their responsibilities, reporting to the appropriate channels whenever such risks may represent relevant and probable impacts on NEWSUN in the conduct of its business.

10.6. Exemption from compliance with any of the standards of conduct in this Code or the Internal Policies by an Employee depends on express approval by the Administration, which shall deliberate on the specific case presented by the Compliance Director, with their opinion on the matter.

10.7. Cases not expressly described in this Code or the Internal Policies that characterise unethical or unlawful conduct shall be treated as exceptions and decided by the Compliance Director and the Administration.

10.8. All those involved in receiving, investigating and deciding on reports must guarantee the confidentiality of the information and the identity of the whistleblower.

10.9. An Employee who deliberately fails to notify the situations described in item 10.4 or omits relevant information shall also be subject to disciplinary measures jointly with the offender.

10.10. Upon becoming aware of acts of irregularity or violation, the Compliance Director must immediately inform NEWSUN's Administration, which shall investigate the facts that occurred. From the investigation of the facts, the Administration shall prepare a report for the application of the penalties provided for in the item below.

10.11. NEWSUN may preventively suspend the accused Employee if there is a possibility that they may hinder or influence the proper course of the investigation of the report.

10.12. Without prejudice to any applicable administrative, civil and criminal sanctions, the offending Employee shall be subject to the following penalties:

(i) For Employees: a. warning; and/or b. suspension; and/or c. dismissal / contractual termination.

(ii) For Third Parties: a. application of contractually provided penalty; and/or b. contractual termination / divestment; c. compensation for damages caused.

10.14. Among other factors, the following must be considered as decisive factors for the application of the penalty:

(i) level of responsibility of the Employee;

(ii) habitual conduct of the Employee;

(iii) validity of the report;

(iv) the facts investigated;

(v) instances of recurrence;

(vi) severity of the violation; and

(vii) extent of damage caused or potential for damage, including to NEWSUN's image.

10.15. No Employee shall be exempt from disciplinary sanctions by reason of their position at NEWSUN.

10.16. Where applicable, the Compliance Director shall arrange for communication of the infringements that occurred to regulatory bodies and competent authorities and shall cooperate with any investigations and proceedings.

● Law No. 6,385 of 7 December 1976

● Law No. 7,492 of 16 June 1986

● Supplementary Law No. 105 of 10 January 2001

Regulations relating to the Prevention and Combating of Practices Associated with the Crime of "Money Laundering"

● Law No. 9,613 of 3 March 1998.

● CVM Instruction No. 301 of 16 April 1999.

●Anti-Corruption Policy

● Supplier Engagement Policy

● Environmental and Sustainability Policy

NOTE: The list above is merely indicative and illustrative and does not exempt the Employee from the need to know and keep up to date with the other regulations applicable, directly or indirectly, to the services provided by NEWSUN.

ANNEX II - ADHERENCE TERM TO THE CODE OF ETHICS AND CONDUCT AND INTERNAL POLICIES

By means of this Adherence Term I, [name], [nationality], [profession], registered with CPF/MF under No. [...], declare for the appropriate purposes that:

1. I have received a copy of the updated version of NEWSUN's Code of Ethics and Conduct ("Code") ("NEWSUN"), as well as all of NEWSUN's internal policies ("Policies"), the rules and policies mentioned having been previously explained to me and in relation to which I had the opportunity to clarify all existing doubts, having also read and understood all the guidelines established, committing myself to fully observe all provisions contained therein in the performance of my duties, acknowledging the existence of the Code, dated [...], which I received and keep in my possession.

2. I have full knowledge of the content of the Code and the Policies and undertake to observe them in full.

3. I have full knowledge of the possibility of use of telephone call recording systems and Internet and e-mail monitoring and expressly authorise NEWSUN to record all conversations on telephone lines, as well as to monitor all communications carried out through NEWSUN's systems. Additionally, I express my consent to the fact that NEWSUN will have access, including, to any personal documents that may have been generated through work tools made available by it.

4. I undertake to immediately inform NEWSUN, in accordance with the procedures described in the Code and/or the Policies, of any fact of which I become aware that may generate any risk for NEWSUN.

5. From this date, non-compliance with the Code or any of the Policies may constitute a violation and result in the application of applicable penalties, including my dismissal for cause.

6. The rules established in the Code and/or the Policies do not invalidate any contractual provision established between me and NEWSUN nor any other rule established by NEWSUN, but merely serve as a supplement and clarify how to deal with certain situations related to my professional activity.

7. Finally, I declare that I participated in NEWSUN's onboarding and initial training process, when I became aware of internal standards, especially the Code and the Policies, in addition to the main laws and regulations governing NEWSUN's activities, as set out in Annex I to the Code, and I undertake to participate diligently in the continuing training programme.