GOVERNANCE - POINTUP

Our Mission, Vision and Values.

VISÃO:
We maintain, in the intermediation sector for the purchase and sale of commodities, a reference in credibility, solidity, focused on respect for the transparency of the relationships undertaken.

MISSION:
Generate positive financial results, promoting socio-economic development for the country, doing business with national and international companies, employees, suppliers, partners and customers.

VALUES:
Humanization; Diplomacy and effectiveness; Attitude, dynamism and innovation; Ethical conduct; Always be enrichingly in compliance.

POINTUP CODE OF ETHICS AND CONDUCT

COVERAGE

The rules and guidelines established in this Code apply to leaders, employees, interns, contractors, intermediary agents, outsourced workers, suppliers, employees, associates, service providers and all national or non-national Citizens, without distinction of function, profession, hierarchy or any other forms or species.

ENDS AND OBJECTIVES

Establish an efficient and effective, transparent, responsible and suitable communication between POINTUP and all legal entities governed by public and/or private law and individuals who in any way participate in our business activities.

GENERAL RULES:

1 - GOOD CONDUCT AND ETHICAL PRACTICES APPLICABLE TO ALL POINTUP MEMBERS

1.1 - We shall all have good relationships with leaders, employees, interns, contractors, intermediary agents, outsourced, suppliers, employees, associates, service providers, all nationals or of other nationalities, in the highest standard and level of ethics and transparency;

1.2 – All POINTUP components must act with integrity, honesty, loyalty, respect, efficiency, impartiality and professionalism;

1.3 – Everyone should collaborate and cooperate in the dissemination of POINTUP's ethical culture, encouraging everyone to assume our ethical posture;

1.4 – Everyone at POINTUT must immediately report any acts that violate or are likely to violate the ethical standards of this Code;

1.5 – Everyone must respect human rights as well as diversity;

1.6 – It is up to everyone to conduct their actions and attitudes in line with the rules of intellectual property;

1.7 – Obey national and international laws and legislation;

1.8 – Comply with the rules and guidelines of the ICC – INTERNATIONAL CHAMBER OF COMMERCE.

1.9 – Defend the culture of compliance and integrity at POINTUP.

1.10 - Fulfill and respect the content of the signed contracts, being zealous and careful.

THE LEGISLATION:

2 - OBEYING THE LAW:
2.1- if the normality of the practice of high standards of ethics and conduct.

2.2 - In activities related to the public and private sector, any acts of corruption or bribery of Brazilian or foreign public and private servants are strictly prohibited and prohibited, in line with the highest standards of honesty and integrity, as well as torts in general, especially those related to money laundering, abuse of economic power and embezzlement of public money.

It is still prohibited by POINTUP and everyone in general:

2.3 - Make any payments as a means of guaranteeing and closing any business, intended for officials, employees, customers, individuals or public entities, persons of public or private law, autarchies, foundations, institutes or national or international associations .

2.4 – Giving, accepting or promising goods, money, gifts, travel, entertainment or any other benefits arising from any business or individual or organization that intends to undertake business with the company.

THE ETHICAL BEHAVIOR:

3 - ETHICAL BEHAVIOR AND COMMITMENT TO THE WORKING ENVIRONMENT ETHICAL BEHAVIOR AND COMMITMENT TO THE WORKING ENVIRONMENT.

3.1 – It is up to POINTUP and everyone else to maintain a healthy, safe, drug-free workplace and free from any form of discrimination or harassment, whose motivation is nationality, race, gender , religion, age, belief, disability, marital status, sexual orientation or any other circumstance.

3.2 - Therefore, the following behaviors will be accepted within the work environment:

3.3 – Not accepting, of any kind, different treatment to anyone who seeks to privilege personal interest or feeling;

3.4 – Not accepting the employment of child or slave labor;

3.5 – Do not accept any and all discrimination based on race, sexual orientation, physical disability or infirmity;

3.6 - Do not accept practices that may lead to unfair competition, in order to practice fair competitiveness;

3.7 - Work for the practice of the highest standards of quality, excellence, competence and diligence in the exercise of their duties.

SOCIAL COMMUNICATION:

4 - USE OF THE MEDIA:

4.1 - Everyone from POINTUP must:

4.2 - Respect the confidentiality rule of international purchase and sale contracts;

4.3 – Sale and purchase by anyone who is not responsible, using confidential and confidential information from POINTUP is prohibited.

RESPECTING THE COMPETITION LOYALTY:

5 -RESPECTING THE LOYALTY OF THE COMPETITION

5.1 - POINTUP will strive to practice fair competition, to pursue its business in an efficient, effective, fair, ethical and legal manner;

5.2 – To do so, it must always act in accordance with the laws, antitrust regulations and other laws and regulations that regulate the competitive practices and commercial transactions of each country in which the company carries out its operations, preventing the abuse of economic power for its own benefit or that of third parties;

INEXISTENCE OF CONFLICT OF INTEREST:

6 - THE NON-EXISTENCE OF THE CONFLICT OF INTEREST

6.1 - It is everyone's obligation to avoid the practice of any act that tends to circumvent a current conflict of interest or a potential conflict of personal interests with the interests of POINTUP.

CONDUCTS PROHIBITED TO ALL:

7 - CONDUCT PROHIBITED TO ALL:

7.1 - It is strictly prohibited for everyone to violate any principle or guideline of conduct described in this Code of Ethics and Conduct.

7.3 - Violation of current legislation is strictly prohibited, namely:
- MONEY LAUNDERING LAW (LAW No. 9,613/98);
- ANTI-CORRUPTION LAW (LAW No. 12.846/2013);
- DECREE LAW No. 8420/2015, ART.41 and 42);
- LAW AGAINST CRIMINAL ORGANIZATION (LAW No. 12,850/2013);
- COUNCIL INTERNATIONAL PENALTY LAW - UNITED NATIONS (LAW 13.810/2019);
- GENERAL PERSONAL DATA PROTECTION LAW (LAW No. 13.709/2018).

7.4 – The disclosure of data, news and information related to POINTUP or any person is prohibited, without being duly authorized by the same;

7.5 - The donation, offer, promise or acceptance of gifts, giveaways, or benefits or advantages of any nature from customers, suppliers, partners and competitors, officials, national or foreign public servants, is strictly prohibited , customers, individuals or governmental entities or not, in order to obtain benefits of any nature.

OF THE OMBUDSMAN:

8 -THE OMBUDSMAN

8.1 - Everyone is aware that from the publication of this Code of Ethics, the SERVICE CHANNEL will be OPEN to everyone in general, so that they can, at their free disposal, file a COMPLAINT regarding the fact irregular and/or illegal practiced by any member inside or outside POINTUP.

8.2 - In order to facilitate the means of access, COMPLAINTS may be freely forwarded to the following email: reportit@pointup.com.br

DUE DILIGENCE:

9 - DUE DILIGENCE

9.1 - Due Diligence does not totally eliminate risk, but it will be essential to provide POINTUP with as much information as possible about the threats and opportunities that the business involves.

9.2 - Due Diligence, then, is the process in which various types of information are collected about a company or possible business partners, as well as customers, always aiming to minimize risks.

PENALTIES AND PUNISHMENTS:

10 - PENALTIES AND PUNISHMENTS

10.1 - Everyone is obliged to respect, follow and comply with this Code, and the offender is subject to the control of disciplinary measures applied by the Compliance Committee, whose penalties will vary from warning to dismissal with full removal for fair cause, without prejudice to the filing of lawsuits in the civil or criminal spheres.

FINAL AND TRANSITIONAL PROVISIONS:

11 - FINAL AND TRANSITIONAL PROVISIONS

11.1 – It is incumbent upon the Compliance Committee to propose changes and revisions to this Code at the end of the year, with the aim of reaching levels of improvement, always in terms of excellence.

11.2 – It will also be necessary to routinely carry out, with due transparency, the internal external control, through effective and efficient audits and rendering of accounts.

11.3 – The creation and composition of the Compliance Committee, in the form of the attached document, is also recognized and approved.

This Code of Ethics and Conduct enters into force on the date of its approval and publication on the website of
POINTUP - Comércio Wholesale de Alimentos, the contrary provisions being revoked.

Guarapari/Es, January 1, 2021.

Compliance Committee

• Neuza Licbmam Account Manager

  For me each project is unique. Communication has been a crucial tool for the smooth running of the negotiations. POINTUP for me is innovation in business dealings and administrative flexibility.

  E-mail
• Juliana Viana Chief Risck Officer

  I am responsible for overseeing the company’s governance and strategy for global risk management and compliance, including relationships with key regulators and supervisory institutions worldwide. Ms. Juliana is a member of the company’s executive management team.

  E-mail
• Lucas Perosini Compliance Director

  The complience certainty that we apply in each purchase and sale transaction has been a crucial tool to protect our and our assets, as well as; has strongly aided in reducing the bureaucracy of any customs system.

  E-mail
• Rodrigo Viana CEO For Social Projects

  Evaluating and creating strategies for expansion and business projection is pure motivation for me, since each achievement is a step towards the success of our company.

  E-mail

• POINTUP ATTACHMENTS

  1 - TERM OF INSTALLATION OF THE POINTUP INTEGRITY AND COMPLIANCE PROGRAM.

  CREATED – DECEMBER 11, 2021 UPDATE – TO BE REVISED FROM NOVEMBER 11 TO DECEMBER 22, 2022 WE DECLARE ON THIS DATE THAT WE HAVE INSTALLED, BASED ON ARTS. 41 AND 42, OF DECREE LAW No. 8420/2015, THE GOVERNANCE, INTEGRITY AND COMPLIANCE PROGRAM OF POINTUP - COMÉRCIO ATACADISTA DE ALIMENTOS LTDA, CNPJ – 37.191.691/0001 -68, LIMITED BUSINESS COMPANY, WITH OPENING DATE ON 04/20/2020, LOCATED AT AVENIDA PRAIANA, 1529, EDF. MERIDIEN, STORE 1, ROOM D, PRAIA DO MORRO, GUARAPARI, ESPÍRITO SANTO, BRAZIL, CEP – 29216-090.
  
  Guarapari/Es, December 11, 2021.

  2 - TERM OF AWARENESS AND AGREEMENT TO THE POINTUP GOVERNANCE, INTEGRITY AND COMPLIANCE PROGRAM.

  WE DECLARE THAT WE READ, RECEIVE, CLARIFY OUR QUESTIONS, UNDERSTAND AND AGREE TO THE TERMS OF THIS INTEGRITY PROGRAM AND CODE OF ETHICS.
  
  WE DECLARE AN ABSOLUTE AND UNRESTRICTED COMMITMENT TO RESPECT, INTEGRITY, HONESTY TO THE GOOD PRACTICES OF MORAL CONDUCT APPROVED BY THE CODE OF ETHICS.
  
  WE COMMON THE SAME COMMITMENT THOUGHT, DISCUSSED AND STRUCTURED IN THE CODE OF ETHICS AND WHICH WILL BE REITERATEDLY REVIEWED, SO THAT IT IS ALWAYS UPDATED AND HARMONIOUSLY ALIGNED WITH THE FOCUS, MISSION, VISION AND ADOPTED VALUES PERSECUTED FOR THE FORMATION OF A SOUND, FAIR, SUSTAINABLE, HONEST AND TRANSPARENT SOCIETY.
  
  WE RATIFY THAT WE HAVE FULL KNOWLEDGE OF THE RESPONSIBILITIES AND OBLIGATIONS INHERENT IN THIS CODE OF ETHICS AND THAT WE WILL SUBMIT ALL TRAINING REGARDING AND NECESSARY FOR THE APPLICATION OF THE RULES AND STANDARDS OF CONDUCT APPROVED BY ALERT, LTD. CNPJ - 37.191.691/0001-68, EVERYTHING IN ACCORDANCE WITH HOW MUCH IS BASED ON ARTS.41 AND 42, OF DECREE LAW No. 8420/2015 .
  
  Guarapari/Es, December 22, 2021.

  3 - POINTUP COMPLIACE COMMITTEE.

  THE COMPLIANCE COMMITTEE IS LEADED BY THE COMPLIANCE OFFICER, LUCAS PEROSINI, HAS ENTIRE AUTONOMY IN CONDUCTING THE IMPLEMENTATION AND SUPERVISION OF THE PROGRAM, WHICH WILL HOLD THE POSITION FOR A PERIOD OF 01 (ONE) YEAR, AND MAY BE REMOVED FROM THE POSITION THROUGH THE OPENING AND JUDGMENT OF THE DISCIPLINARY PROCESS WITH PROOF OF THE PRACTICE OF AN IRREGULAR ACT AGAINST THE CODE OF ETHICS.
  
  THE COMPLIANCE COMMITTEE IS MADE UP BY LUCAS PEROSINI, JÚLIA VIANA, RODRIGO VIANA AND NEUZA LICBMAN, WHO HAVE EXCLUSIVE SUBORDINATION TO THE COMPLIANCE OFFICER LUCAS PEROSINI, IN ORDER TO GUARANTEE ABSOLUTE INTEGRITY, INTEGRITY AND TRANSPARENCY CONDUCT OF WORK.
  
  WE DECLARE AT LAST, ABSOLUTE AND UNRESTRICTED COMMITMENT TO RESPECT, INTEGRITY, HONESTY TO THE GOOD PRACTICES OF MORAL CONDUCT APPROVED BY THE CODE OF ETHICS.
  
  Guarapari/Es, December 11, 2021.

  4 - EXPLANATORY STATEMENT FOR THE POINTUP'S INTEGRITY,
  GOVERNANCE AND COMPLIANCE PROGRAM.

  POINTUP is a company that is absolutely committed to the Integrity, Governance and Compliance Program. All of us who are part of POINTUP are convinced that we must take care to give this topic the highest importance of social responsibility and deserved strategic competence.
  
  We are sure, therefore, that this is not a simple trend, but, above all, an inescapable and inexcusable Institutional Mission for everyone - leaders, employees, interns, contractors, intermediary agents , outsourced, suppliers, collaborators, associates, service providers, all nationals or of other nationalities - reached in the sphere of their area of ​​expertise, so that we can achieve a high degree of Ethics and Morality, Excellence, Suitability, Transparency and Impartiality, regarding , to all acts and activities undertaken by us.
  
  We also know that our success will only be possible if we comply with the Integrity Plan. That's why, we reinforce our commitment to our moral values, our Code of Ethics and Conduct and compliance. In the constant search for a more honest and just society, we are faithful abiding by the dictates of International and National legislation and we are solidly based on good practices in the political, economic and social sphere. We are, therefore, in this particularity, guided by the philosophical wisdom of simplicity and by the love of human work that builds everything up and dignifies everyone.
  
  We note that the search and pursuit for the highest level of Integrity at POINTUP will have a vision with daily practices of rigid moral judgments, exercised continuously and constantly, such as the good sowing that is done in fertile land, enriching the planting and harvesting each year. So, there will be no obstacles to achieving our Institutional Mission. We understand that Integrity is the basic principle that governs our decisions and enables the fulfillment of the fullness of our mission to be carried out. And, because we believe and trust in the Integrity Program, we made it a true Ministry, as we are the protagonists, sealing a pact of ethical and moral values ​​committed, day by day, to combating addictions, fraud, money laundering, abuses of power economic, the deviations and embezzlement and any act of corruption.
  
  For this reason, we at POINTUP have adopted a policy of ZERO tolerance in relation to all harmful practices of corruption, bribes, kickbacks and undue advantages. We prohibit payments by way of gratuity or facilitation, we prohibit the offering or receiving of any kind of advantage with the scope of guaranteeing the closing of any business or personal gain, especially in relation to employees of the national or foreign public administration or the authorities of government. It is also prohibited to offer gifts, entertainment and any act that violates the law and national legislation.
  
  We are committed to ETHICS. We therefore encourage, through internal and external controls (Audits/Rendering of Accounts) and Open Channels of Communication (Ombudsman), the offering of COMPLIANCE - erga omnes - that is, one that is valid and has an effect against everyone, or rather against anyone, regardless of position, function or hierarchy, guaranteeing, consequently, preserved and unharmed, the principles of independence, autonomy and neutrality of the Integrity Program and compliance.
  
  With the surveillance and patrolling of irregularities news - real or presumed, confidential or anonymous - made by anyone inside or outside POINTUP, which implies in the reporting of irregularities and/or illegal acts, the due Disciplinary Process will be immediately opened to determine the COMPLAINT with the resulting punishment, without prejudice to the prompt interruption of the irregularity or infringements detected with the timely remediation of the damages generated.
  
  We record that our commitment is to JUSTICE, truth, seriousness, honesty and dignity, goods of successive, continuous and evolving treatment, tending to an eminently integrity , PREVENTIVE risk management and libertarian development, with permanent, transparent and reliable monitoring of the program, aiming at its improvement in diligent anticipation, detection and combating the occurrence of harmful acts provided for in national and international legislation.
  
  We further ratify that our Integrity Program is strongly aligned and committed to the finalistic and imposing hermeneutics contained in the MONEY LAUNDERING LAW (LAW No. 9,613/98), in the < strong>ANTI-CORRUPTION LAW (LAW No. 12.846/2013), in (DECREE LAW No. 8420/2015, ART.41 and 42), in LAW AGAINST CRIMINAL ORGANIZATION ( LAW No. 12,850/2013), in the PENALTIES LAW OF THE UNITED NATIONS INTERNATIONAL COUNCIL (LAW 13.810/2019), as well as in the GENERAL PERSONAL DATA PROTECTION LAW (LAW No. 13.709/2018) . We therefore adopt integrity, well-structured, effective, efficient and updated compliance in line with the risks inherent in our business activity.
  
  It is certain that, as we are all in compliance, we have signed this COMMITMENT OF INTEGRITY, GOVERNANCE AND COMPLIANCE which is undersigned by all of us.
  
  Guarapari/Es, December 22, 2021.