Vibra Energia S A : Code of Conduct for third parties

CODE OF

CONDUCT

for third parties

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Code of Conduct

for Third Parties

We are committed to ethics and integrity in business, and expect the same commitment of our customers, suppliers and partners.

It is everyone's duty and responsibility to:

Comply with applicable laws and regulations.

Exercise good judgment.

Seek guidance on best-practice, ethical business conduct.

What will I find in this code?

1. Why is this code important?
2. Combating fraud and corruption
3. Offering and receiving gifts and hospitality
4. Preventing money laundering and terrorist financing
5. Antitrust

1. Sustainability
2. Handling personal data and privacy
   8 Ethics Channel: reporting violations

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Why is this code important?

Understand Company	Act in compliance with	Proactively and	Report any violations via
guidelines on business	these guidelines	positively influence	our Ethics Channel
conduct and good-practice		the broader value
recommendations		chain

Vibra may revise the contents of this	If you have any questions about this
code whenever necessary.	Code, please contact the Ombudsman

Vibra may apply disciplinary action for any violations of this Code or other Ethical or legal misconduct.

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Combating fraud and corruption

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Corruption can:

Exacerbate social	Harm business	Prevent opportunities
inequalities		from being captured

Compromise free	Damage reputations	Result in lost jobs
competition and free	and repel investments
enterprise

Corruption is not just about government officials; offering undue

advantages to private parties is also corruption.

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Are you familiar with Vibra's Integrity Program?

As part of our efforts to combat fraud and corruption, Vibra has introduced an Integrity Program that aligns with Brazilian anti-corruption laws and, in particular:

Law no. 12,846/2013, or the

"Anti-Corruption Act"

Decree no. 11,129/2022, which regulates the above

Visit our websiteto learn more about our Integrity Program and its internal procedures and mechanisms to prevent, detect and address ethical deviations, fraud, misconduct and/or unlawful practices.

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Anti-Corruption Act

Law no. 12,846/2013

At Vibra we seek to comply at all times with Brazilian anti- corruption legislation and expect the same of third parties we interact with.

What are corrupt acts against the government?

Promising, offering, paying, transferring, requesting, agreeing to receive or grant, financing, funding, or sponsoring anything of value, directly or indirectly, to or from any individual or their representative with the intent of obtaining an undue

We take a no-tolerance approach to any corrupt acts against any national or foreign government. If discovered, such acts can result in termination of the contract with the third party involved, even if they claim to be unaware of our stance or of applicable laws and regulations.

The Brazilian Anti-Corruption Act establishes that legal entities are subject to objective liability for corrupt acts against the government that are committed on their behalf or for their benefit, exclusively or otherwise.

advantage.

Anything of value means anything

that provides a benefit.

E.g.:

cash/cash

equivalents,

purchasing or selling goods/services at excessive prices or with unwarranted discounts, hospitality, travel, cars, jewelry, works of art, job opportunities, etc.

Undue advantage means an

advantage obtained in an unlawful

or improper manner.

E.g.: an undue advantage can be a contract, influencing a procurement procedure, gaining access to privileged information, extending the term of a contract, etc.

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Other unlawful practices

Brazilian anti-corruption legislation prohibits corrupt practices committed to the detriment of national or foreign public assets or that otherwise violate government administration principles and commitments undertaken by Brazil. These include:

Thwarting or defrauding the competitive nature of a public tender procedure through collusion, bid- rigging, or any other means.

Obtaining by fraudulent means undue advantages or benefits by modifying or extending government contracts.

Using third parties to conceal the underlying interests or the identities of the beneficiaries of unlawful acts.

Eliminating or seeking to eliminate bidders through fraud or by offering an advantage of any kind.

Hindering internal investigations or other scrutiny and oversight of government activities.

Financing, defraying the costs of, sponsoring or otherwise supporting the commission of unlawful acts.

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Government

What is government?

The government is the body of agents, agencies and entities

instituted by the State for the administration of society's common

assets.

What entities is the government composed of?

Wholly or partially government-owned corporations.

Any agency, department or division of the Federal, state and municipal governments.

Government agencies and foundations.

What are government officials?

Government officials are any persons who provide any type of government service or hold public office.

E.g.: Public servants in general

• Presidents, governors, mayors, senators, federal and state deputies and municipal councilors;
• Justices and judges;
• Public attorneys and prosecutors;
• Government inspectors and agents;
• Police officers, firemen and members of the Armed Forces;
• Notaries and registrars;
• The employees, members or representatives of wholly or partially government-owned corporations, government agencies and foundations, such as: Petrobras, Caixa Econômica Federal, Banco do Brasil, BNDES, CADE, CVM, BACEN, IBAMA, ANATEL, etc.

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Sanctions applicable for violations of anti- corruption laws and regulations

Under Law no. 12,846/2013, legal entities are subject to civil and administrative liability for corrupt acts against any national or foreign government.

Administrative proceedings

Under Law no. 12,846/2013, legal entities are subject to civil and administrative liability for corrupt acts against any national or foreign government.

To determine the liability of legal entities implicated in corrupt acts against the government, Brazilian legislation mandates the initiation of administrative proceedings that are adjudicated by the highest authority of the Executive, Legislative, and Judiciary.

If a legal entity is found to be liable, it is subject to two separate administrative

sanctions:

A fine of never less than the amount of the advantage obtained, ranging from 0.1% to 20% of the entity's revenue (excluding taxes) in the previous fiscal year or the year preceding the one in which the proceedings were initiated.

Extraordinary publication of the judgment.

See also the Practical Manual on Liability for Legal Entities, published by the Office of the Comptroller General (CGU).

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How to foster an ethical environment in your company

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Why implement an integrity program?

We recommend implementing an integrity program as a way to cultivate an ethical environment within your company and to align with laws and regulations and best practices.

Implementing an integrity program introduces a set of internal mechanisms and procedures for integrity management, audits, whistleblowing and effective application of an organization's code of ethics, policies, and guidelines.

Objectives: prevent, detect, and remediate deviations, fraud, irregularities, and unlawful acts against any national or foreign government; and to cultivate and maintain a culture of integrity within the organizational environment.

In addition, under Brazilian anti-corruption legislation, adopting an effective integrity program can result in a reduction of fines imposed in any administrative liability proceedings.

Under Article 23(V) of Federal Decree No. 11,129/2022, in administrative liability proceedings, a deduction of up to five percent of the fine amount is possible if the defendant can demonstrate the it has an integrity program in place.

See also Integrity Programs: guidance for private companies, published by the Office of the Comptroller General.

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