Anti-corruption policy

EPIGRAPH

"If there is no one who corrupts, the corrupt will become extinct. Be
the change. We are!" NewSun Team.

1.1. Corruption is a harm that affects everyone!

1.2. Governments, citizens and companies suffer its effects on a daily basis. In addition to diverting resources that would otherwise be available for the better delivery of public policies, corruption is also responsible for distortions that directly impact business activity, through unfair competition, inflated prices or restricted business opportunities. Combating it therefore depends on the joint and continuous effort of all, including companies, which have an extremely important role in this context.

1.3. Law No. 12,846/2013, of 1 August 2013, known as the Brazilian
Anti-Corruption Law or Clean Company Act, established in Brazil the
objective administrative and civil liability of legal entities
for the practice of harmful acts committed in their interest or
benefit, against public administration, whether national or foreign.

1.4. NEWSUN and its Employees are committed to conducting
business in a lawful, ethical, transparent and impartial manner, always with
accountability and corporate responsibility.

1.5. NEWSUN:

(i) Has a strong commitment to changing the culture of the Brazilian
market, aspiring to fairer market practices and consequently
encouraging social change towards a mindset and way of doing
business that is fair and dignified, and that never harms third parties;

(ii) Encourages transparency in matters affecting its business,
establishing policies and procedures to avoid risks to NEWSUN;

(iii) Establishes guidelines and minimum standards of conduct for
all its professionals in situations that may constitute
bribery and corruption, whether public or private, which may expose
NEWSUN to reputational and image risks;

(iv) Repudiates any practices by its Employees linked to
favouritism towards persons that constitute situations
of corruption or bribery, so that everyone must ensure that situations
of this nature are neither practised nor accepted;

(v) Abhors favours of any nature, unofficial payments,
bribery, and the purchase of "goods" of any nature that do not
form part of the lawful and clean market, however minor they may be;

1.6. For the purposes of this item, the following is considered:

(i) Bribery: the intentional offer, suggestion, payment or authorisation of
payment to someone for personal gain, with the intention of inducing active or passive
dereliction of official duty or of securing the performance of a
function;

(ii) Corruption: the state or situation resulting from making available,
requesting, authorising, offering or receiving bribery, in the public or
private sphere;

(iii) Payment: the delivery, crediting or making available of any
value, including goods, services and information.

1.7. It is the responsibility of all Employees to be familiar with the
provisions of Law No. 12,846, of 1 August 2013, the "Brazilian
Anti-Corruption Law", reporting indications of conduct that are not
in compliance.

1.8. No Employee may offer undue advantages to
public officials, whether for their own benefit or for the benefit of NEWSUN

1.9. All Employees are prohibited from financing, bearing the cost of, sponsoring or
in any way subsidising the practice of the unlawful acts provided for in the
Anti-Corruption Law.

1.10. It is the duty of every Employee:

(i) to combat corruption in any proven action or attitude;

(ii) to inhibit corruption, tender fraud and other practices harmful
to public administration;

(iii) to protect public administration from improper or
fraudulent practices;

(iv) to report to the appropriate channels any indication of corruption or
fraud, whether or not public bodies are involved.

1.11. These are the guidelines that NEWSUN and all its Employees
must adopt in the conduct of their business and in compliance with anti-corruption
laws.

1.12. This Policy aims to ensure that all
Employees of NEWSUN understand the general requirements of the anti-corruption laws
to which NEWSUN is subject, the preventive practices for
combating corruption, as well as the applicable legal sanctions. It also seeks
to establish the internal rules adopted by NEWSUN and to reinforce the
mandatory nature of their compliance.

1.13. In summary, the objectives of this Policy are:

(i) to define the responsibilities of NEWSUN, and the responsibilities of those
who work with and for NEWSUN, observing and defending NEWSUN's
position in relation to corruption;

(ii) to provide information and guidance for Employees and those
who work for NEWSUN on how to identify practices prohibited by
law and how to deal with matters involving corruption.

1.14. Anti-corruption laws are understood to include, in particular,
(i) the Brazilian Anti-Corruption Law, as well as the
various international anti-corruption laws and guidelines, such as the
(ii) Foreign Corrupt Practices Act, 1977 "FCPA",
(iii) Organisation for Economic Co-operation and
Development "OECD" and the iv United Nations Convention
against Corruption "UNCAC", among others, collectively referred to as
"Applicable Laws".

(II) - Scope of the Anti-Corruption Policy

2.1. The provisions of this Policy apply:

(i) to all Employees of NEWSUN, regardless of seniority and
position;

(ii) to suppliers and service providers contracted by NEWSUN;

(iii) to business partners;

(iv) to Clients;

(v) to other Third Parties that have any relationship with NEWSUN.

(III) - What is corruption? What practices are prohibited by this Policy?

3.1. In general, corruption is to offer, promise to give or receive,
directly or indirectly, i something to someone
ii
with the aim of persuading or influencing someone's decision-making so as to iii obtain an undue advantage.

3.2. The item offered, received or promised must have economic value,
but it does not necessarily have to be money or an equivalent, such as a
bank transfer or other means. It may also take the form of
gifts, courtesies or hospitality, such as entertainment events
shows, games, etc., travel, upgrades to first-class air tickets, sponsorship and the hiring of relatives or friends, among others.

3.3. An "undue advantage", in turn, is any event, with or without economic
value, that would not have occurred but for the offer or
promise of "something". Examples of "undue advantage" with
economic value include the execution of a contract, the removal or waiver
of the application of penalties. Examples without economic value include access
to confidential and privileged information or obtaining a favourable
decision by influencing a person to act in breach of their
obligations.

3.4. It is important to clarify that a mere promise is already considered
corruption

3.5. The hiring of suppliers in situations of conflict of interest is also considered corruption for the purposes of this Policy,
that is, when third parties are favoured due to the individual interests
of the NEWSUN Employee responsible for the decision.

3.6. In addition to acts of corruption being prohibited, the following actions are also not permitted,
as provided for in the Brazilian Anti-Corruption Law,
considered harmful to Public Administration:

(i) Frustrating or defrauding, through arrangement, collusion or any other
means, the competitive nature of a public procurement procedure;

(ii) Preventing, disrupting or defrauding the carrying out of any act in a
public procurement procedure;

(iii) Removing or seeking to remove a bidder fraudulently or
by offering an undue advantage;

(iv) Defrauding a public tender, public contract or any related act;

(v) Creating, in a fraudulent or irregular manner, a legal entity to
participate in a public tender or enter into an administrative contract;

(vi) Obtaining an undue advantage or benefit, in a fraudulent manner, from
amendments or extensions of contracts entered into with Public
Administration, without authorisation in law, in the public tender notice
or in the respective contractual instruments;

(vii) Manipulating or defrauding the economic and financial balance of
contracts entered into with Public Administration; or

(viii) Hindering the investigation or inspection activities of bodies,
entities or Public Entities.

(IV) - Who may be subject to corruption?

4.1. Not only Public Entities, but also Private Entities may be subject to corruption. Corruption may also occur
indirectly. For example, by offering or promising something to a relative of the
public or private agent.

4.2. For the purposes of this Policy, the following is understood by:

4.2.1.
National or foreign Public Administration
: the bodies and entities that carry out the management and delivery of public
business or services, through public officials, at federal, state and municipal levels, understood to include autonomous agencies, public foundations, public companies, mixed-economy companies and other entities controlled directly or indirectly by the Union,
States, Federal District and Municipalities. Mixed-economy companies,
regardless of the percentage of public capital, are considered
Public Administration for the purposes of this Policy — for
example, Banco do Brasil, Petrobras and Eletrobras.

4.2.2 Public Entity:

(i) Anyone who holds, even on a temporary basis or without
remuneration, by election, appointment, designation, engagement or any
other form of investiture or link, mandate, office including commissioned
office, employment or function in entities of Public Administration,
direct, indirect or functional, whether national or foreign, in any of the
Branches of the Union, the States, the Federal District, the Municipalities or
Territories, of a company incorporated into the public patrimony or an entity
for whose creation or funding the public treasury has contributed or contributes with
more than fifty per cent of the patrimony or annual revenue;

(ii) Any person who acts for or on behalf of a political party,
including candidates for public office;

(iii) A foreign public official is anyone who, even on a temporary basis or
without remuneration, holds office, employment or public function in bodies,
state entities or diplomatic representations of a foreign
country, as well as in legal entities controlled, directly or
indirectly, by the public authorities of a foreign country or in international
public organisations, including candidates for public office.

4.2.3 Private Entity means anyone who holds, even on a temporary basis
or without remuneration, by election, appointment, designation, engagement or
any other form of investiture or link, mandate, office, employment
or function in legal entities or other private-law entities.

4.3. It is important to emphasise, once again, that for the purposes of this
Policy, the definition of Public Entity and Private Entity extends to
family members spouse, parents, children and/or siblings, father-in-law, mother-in-law, brother-in-law,
sister-in-law, son-in-law, daughter-in-law.

(V) - Rules and Procedures

5.1. NEWSUN's Anti-Corruption Policy prohibits any type of
corruption, regardless of value and whether the conduct is directed at
Public Entities, Private Entities, private companies or individuals.

5.3. Any and all negotiations with Public Entities and/or Private Entities,
when and if they occur, shall be concentrated in a senior Employee of
NEWSUN previously designated by Management.

5.3.1. Meetings with Public Entities and/or Private Entities shall be
reported by the participant at a Board meeting, mandatorily,
for the purpose of knowledge and assessment by NEWSUN's management
of the conditions/relationships negotiated.

5.4. NEWSUN's guidance and guidelines for the day-to-day activities of its
Employees are described below.

5.5. Meals, Gifts, Courtesies, Presents, Travel and Entertainment

5.5.1. The receipt and offering of gifts, presents, courtesies,
invitations and other courtesies must strictly observe the provisions
of this Policy and the NEWSUN Code of Ethics and Conduct.

5.5.2. As a general rule, the offering of any gifts, courtesies,
presents, invitations and other courtesies to Public Entities and/or Private
Entities is not authorised, unless there is prior written
authorisation from the Chief Compliance Officer and it is made clear between the parties
that the courtesy in question is not related to the NEWSUN organisation.

5.6.1. This Policy authorises only the making, on behalf of NEWSUN, of
charitable, ethical and lawful donations, previously authorised by
NEWSUN Management.

5.6.2. Without prejudice to the above, no donation may be offered
or made without the due approval of the Chief Compliance Officer.

5.7. Political contributions

5.7.1. No type of contribution to political parties is permitted
on behalf of NEWSUN.

5.8. Facilitation payments

5.8.1. In relation to the public sector, this is a payment to a Public Entity to
facilitate or accelerate a routine governmental action or, furthermore, to
speed up the execution of administrative activities that do not have a
discretionary character, that is, that do not depend on the decision-making power of the
Public Entity. This type of payment is prohibited in Brazil.

5.8.2. As regards the private sector, a facilitation payment may be
conceived as a payment made to a Private Entity so that it performs or omits an act inherent to its duties. Such
payment is not yet criminalised under Brazilian legislation, but it is
an immoral act that breaches the principles of good faith, loyalty, ethics and
integrity that underpin this Policy.

5.8.3. NEWSUN prohibits any facilitation payments.

5.8.4. All Employees, as well as contracted Third Parties, must
avoid any attitude or activity that could suggest the payment or
receipt of facilitation payments.

5.8.5. Questions or suspicions must be clarified with the Chief Compliance
Officer.

5.9. Hiring of Suppliers and Third Parties

5.9.1. The use of third parties in relations between NEWSUN and the
public and private sectors is a major source of risk to its integrity,
as they represent the interests of NEWSUN, even if they are not part
of its workforce or are not directly subordinate to it. Companies may be held liable for all harmful acts
practised in their interest, and may also have their image and reputation
profoundly affected. Accordingly, continuous monitoring must be
directed towards controlling the actions of those who may practise acts in the
benefit or interest of NEWSUN, regardless of the nature of their
relationship.

5.9.2. The hiring of suppliers and third parties must strictly comply
with the provisions of this Policy and the NEWSUN Code of Ethics and
Conduct.

5.9.3. Notwithstanding the above, as a general rule, all
hiring must be preceded by a thorough assessment of the
situation of the Supplier and/or Third Party, particularly with regard
to compliance with current legislation relating to the Prevention and Combating of
Corruption and Money Laundering.

5.9.4. The hiring of Suppliers and/or Third Parties in any of the
situations described below poses risks of various kinds for
NEWSUN and may be used as an instrument of corruption. For this
reason, they must be preceded by approval from the Chief Compliance Officer:

(i) companies belonging to Employees of NEWSUN or Public Entities
or their relatives;

(ii) remuneration in the form of commissions or success fees;

(iii) hiring of natural persons;

(iv) hiring of individual legal entities sole traders;

(v) hiring through referrals without competition.

5.10. Participation in Public Tenders

5.10.1. Participation in public tenders and the execution of administrative
contracts are situations that present a significant risk of
fraud and corruption. Article 5, IV of the Brazilian
Anti-Corruption Law1 sets out various acts harmful to public administration that
relate specifically to these matters.

5.10.2. NEWSUN bases its conduct on carrying out its business in a
lawful, ethical, transparent and impartial manner, always with accountability and
corporate responsibility.

5.10.3. In this regard, when participating in any procurement process, NEWSUN
and its Employees must always act in an ethical and lawful manner,
respecting and faithfully observing the legislation and regulation governing
public tenders and competitions, especially but not limited to the provisions set out in Law 8,666, of 21 June
1993, the "Public Procurement Law".

5.10.4. NEWSUN, its Employees, business partners and contracted Third Parties are expressly prohibited from practising any act that may breach
the principles of equality, free competition and good faith, as well as
any of the provisions set out in the Public Procurement Law and the Brazilian
Anti-Corruption Law.

<span className="text-xs">
1 Art. 5 The following constitute acts harmful to public administration, whether national or
foreign, for the purposes of this Law, all those practised by the
legal entities mentioned in the sole paragraph of art. 1, which
are detrimental to national or foreign public patrimony, to
principles of public administration or to the international commitments
assumed by Brazil, as defined:

,,,

(IV) - with regard to public tenders and contracts:

a frustrating or defrauding, through arrangement, collusion or any other
means, the competitive nature of a public procurement procedure;

b preventing, disrupting or defrauding the carrying out of any act in a
public procurement procedure;

c removing or seeking to remove a bidder, through fraud or
the offering of an advantage of any kind;

d defrauding a public tender or the contract arising therefrom;

e creating, in a fraudulent or irregular manner, a legal entity to
participate in a public tender or enter into an administrative contract;</span>

5.12. Obtaining licences, authorisations and permits

5.12.1. It is strictly prohibited to make payments, of any kind,
or to offer any advantage to Public Entities
for the acceleration or facilitation of routine services or administrative
actions, or even to comply with requests from such entities, with the
aim of benefiting NEWSUN.

5.13.1. It is expressly prohibited for any and all Employees of NEWSUN,
as well as any Third Party contracted by it, to offer any type
of undue advantage to Public Entities, or to yield to requests, with the
aim of influencing the outcome of an inspection.

5.14. Hiring of Public Entities

5.14.1. As a general rule, NEWSUN is prohibited from hiring Public
Entities, as well as persons connected to them.

5.14.2. Any exception to the rule must be previously approved in
writing by the Chief Compliance Officer, whose decision must be substantiated
on the basis of the following criteria:

(i) prior verification that the Public Entity may, lawfully and in fact, be
regularly engaged including, but not limited to, with regard to the rules governing conflicts of interest;

(ii) specialised and differentiated technical knowledge of the Public Entity;

(iii) urgent need for technical advice on NEWSUN's
decisions;

(iv) remuneration of the Public Entity commensurate with the quality and relevance
of the service provided, as well as in line with the parameters
usually adopted in the market for similar services.

(VI) - Warning Signs (Red Flags)

6.1. NEWSUN Employees are expected to be alert to
possible situations of breach of this Policy.

6.2. There are situations that require heightened attention from Employees and, in
some of them, that the conduct be stopped if any
suspicion of breach of the rules set out herein is confirmed.

(i) you receive information that the Third Party supplier, Investor,
partner operates in the market by relying on improper practices that are not
consistent with the rules of this Policy;

(ii) the other party is known in the market for accepting or offering
bribery, or has some "special relationship" with Public Entities or
Public Administration;

(iii) the Third Party or supplier requested payment of a commission not
compatible with the service contracted. Or demanded payment in cash;

(iv) the Third Party partner, Investor or supplier involves another company
or person to improve its chances of qualification in a public tender or
sale to a private-sector company;

(v) the Third Party or supplier is a company that has a Public Entity
or an immediate or extended relative of a Public Entity as a partner;

(vi) the Third Party or supplier is recommended by a Public Entity;

(vii) there is a refusal to sign an adherence agreement to this Policy;

(viii) the inspector or Public Entity requests payment of a fee not
expressly provided for in legislation or an "urgency fee" to speed up
the progress of a request or authorisation;

(ix) there is a proposal for an unusual payment and invoicing structure such as
cash receipt, advance payments and/or refusal to issue the appropriate
tax document, or payment into the account of a third party not
related to the contracted activity or service;

(x) there is a request for payment abroad;

(xi) the Third Party partner, supplier or Investor requires that an agent, intermediary, consultant, distributor or
supplier not typically used in the business structure in question be used;

(xii) you are offered a gift, courtesy or present of disproportionate
value.

(VII) - Compliance with the Rules

7.1. All Employees must read, understand and follow the rules of this
Anti-Corruption Policy and other formal policies implemented by
NEWSUN.

7.2. All Employees must avoid any attitude, behaviour
or practice that could be considered or could suggest a breach of
any rules of this Policy.

(VIII) - Reports

8.1. It is the responsibility of each Employee to identify and report
breaches or suspected breaches of the Anti-Corruption Policy.

8.2. A report may be made in accordance with the provisions of the NEWSUN
Code of Ethics and Conduct.

(IX) - General Provisions

9.1. In case of doubts regarding the principles and responsibilities
described in this Policy, the Employee must contact the Chief Compliance
Officer.

9.2. Breach of this Policy will subject the offender to the measures provided for
in the NEWSUN Code of Ethics and Conduct.

9.3. Knowledge of any breach or indication of breach of the
rules contained in this Policy must be immediately communicated to the
Chief Compliance Officer for the adoption of appropriate measures.

9.4. This Policy forms an integral part of the NEWSUN Code of Ethics and Conduct,
so that its provisions are complementary to those
set out in the Code and in the other Internal Policies. Terms not
defined in this Policy shall have the meaning set out in the Code.