1. OBJECTIVE

As an organization, Mitsui & Co. (Brazil) S.A. (“Mitsui”) is committed to do business according to the higher standards of ethics, maintaining the integrity and outstanding reputation of Mitsui and other companies that are part of the Mitsui Group.

For this purpose, the Mitsui Group has a worldwide Compliance Program to detect, avoid and combat illegal and unethical acts in business that shall be observed by all companies that are part of the Mitsui Group, its employees and business partners.

Therefore, the purpose of this Code of Conduct (“Code”) is to define the conduct guidelines in all business applicable to Ecogen Brasil Soluções Energéticas S.A (“Ecogen Brasil”) and to Ecogen Rio Soluções Energéticas S.A (“Ecogen Rio”), both herein referred to, jointly, as “Ecogen”, to ensure that all their employees follow the appropriate legal and ethical standards during their business relationships, and all applicable laws and regulations, as well as Ecogen's policies, rules and internal rules.

2. APPLICATION AND ELIGIBILITY

This Code is applicable to all Ecogen’s Employees, business partners and suppliers, as well as to all transactions and contracts signed between Employees and clients, suppliers and/or third parties.

In the event of noncompliance to this Code, Ecogen shall adopt all pertinent disciplinary sanctions.

3. TERMS AND DEFINITIONS

Employee(s): person hired in accordance with the Brazilian Consolidation of Labor Laws (CLT, in Brazilian Portuguese), as well as directors, temporary employees or third parties, trainees and interns.

4. DESCRIPTION OF THE CODE

4.1 Observance to Laws, Ethical Conduct and Respect to Human Rights

Employees must observe all applicable laws and regulations, both national and international, and must behave as members of the society in an ethical and responsible manner and must maintain an upstanding business conduct and high ethical standard while conducting their activities.

Employees must know and respect the culture, costumes, and history of each country to which they have contact with while performing their duties for Ecogen.

Employees must respect human rights and must not discriminate people based on their race, belief, gender, social status, religion, nationality, age, or physical or mental disabilities.

4.2 Work Environment

Employees must respect the character and individuality of other Employees, and foster a mutual respect behavior to ensure that the Ecogen office space is an open, respectable, and comfortable environment to work in.

Employees must keep a pleasant environment and order in the workplace by not engaging themselves in activities that are contrary to public policy and decency standards, such as, but not limited to, psychological harassment, sexual harassment, abuse of power etc.

Employees must not perform their professional duties under the influence of drugs and/or alcohol because such behavior may result in a significant negative impact in their safety, productivity, performance, reliability, or judgment, given that this affects everybody and harms the promotion of a healthy working environment.

4.3 Conflict of Interest

Employees must not participate in activities and/or associations that result in or may create a conflict of interest between the Employee's personal interests and Ecogen's interests and business.

Employees must not allow their personal interests to affect Ecogen's integrity or to limit their ability of getting involved in business in Ecogen's behalf, and must not, also, allow any situation to interfere in their ability of exercising independent judgment or acting in Ecogen's best interest.

Employees must not take or have any job position in Ecogen's competing companies.

4.4 Investments

Employees must not invest in any of Ecogen's clients, suppliers, or competitors, unless all transferable securities are publicly offered. In such case, investments must follow the same available terms for the public and must not be based in any inside information.

Without Ecogen's prior consent, Employees must not acquire any share of Ecogen's closed entities or closed companies in which Ecogen is investing (or may invest).

4.5 Favors and Gifts

Employees must not provide any economic favors to public employees or people who occupy similar positions, nor shall offer money, gifts, or other favors in return for the accomplishment of their tasks.

Employees must not offer any commission to agents or consultants if they believe such commission will be used to illegally influence public employees or people who occupy similar positions.

Employees must not offer any commission to agents or consultants if they believe such commission will be used to illegally influence public employees or people who occupy similar positions.

Employees are authorized by Ecogen to receive gifts with no greater value than R$ 200.00 (two hundred Brazilian Reais). If the Employee is offered a gift with value greater than R$ 200.00 (two hundred Brazilian Reais), the Employee must inform its immediate superior and shall only accept it if duly authorized.

4.6 Fair practices while conducting business

Employees must ensure a fair, transparent, and free competition. Therefore, they shall offer services or products based on the appropriate terms and conduct commercial operations in accordance with Competition Laws.

Employees must not negotiate with Ecogen's competitors to determine price or allocate quantities, sales markets, clients etc.

Employees must not collude with Ecogen's competitors in any bidding process, such as, for example, determining a winning bidder, price, contracts, or other advantages.

4.6.1 Purchase Activity

Employees must clearly ensure fair practices when choosing suppliers while always searching for superior goods and services. All purchases conducted by Ecogen must follow the guidelines stablished in the current Purchase Policies.

4.6.2 Sales Activity

Employees must not be involved in any activity considered to be disloyal commercial activities, such as boycotts, dumping, tie-in sales, inside operations, resale price maintenance, coercion, and abuse of privileged position.


4.7 Treatment of Information and Confidential Information

Employees must not disclose confidential information acquired in commercial transactions or confidential information about other Employees and must protect confidential relationships between Ecogen and its clients, suppliers, and shareholders.

Employees must not disclose confidential information acquired in commercial transactions or confidential information about other Employees and must protect confidential relationships between Ecogen and its clients, suppliers, and shareholders.

Employees must not use confidential information obtained during their employment contract to promote any private interest or for personal benefit of any kind.

4.8 Import and Export Procedures

Employees must follow the procedures provided in the applicable legislation for importing and/or exporting goods and must not import forbidden goods.

Employees must be aware of laws and regulations applicable to the goods they are responsible for and must follow the procedures provided in the applicable legislation to obtain every necessary authorization.

4.9 Ecogen's Asset Protection

Ecogen's assets and financial resources are valuable and must be preserved with due care. Therefore, it is the Employees' duty to manage them with due diligence, as well as using them solely for appropriate business and commercial purposes. Employees must not stablish nor maintain assets or financial resources outside of the books.

All Ecogen's assets belong to Ecogen and must only be used by Employees for legit and commercial purposes.

Ecogen has the right to monitor, access, and inspect all Ecogen's properties, communications, and information used or developed by the Employees during their work hours, including, but not limited to, desks, files, computers, laptops, emails, registers, and mobile devices when provided by Ecogen.

4.10 Intellectual Property

Ecogen owns any work product, invention, pieces, knowledge, trade secrets, and any other intellectual property developed by its Employees when performing their activities.

Employees must preserve Ecogen's right to intellectual property and must not disclose it to third parties with no signed NDA or any other contract that limits the use or promotion of such information.

4.11 Guaranteed Precise Registers and Financial Reports

Employees must elaborate timely and precise accounting reports to consistently ensure its accuracy and must not make false or misleading entries in Ecogen's books or accounting reports.

4.12 Political Contributions

Employees must follow all applicable laws, regulations, and legitimate procedures when making donations and other contributions to political parties and similar entities. For that matter, this participation must occur during the Employees’ free time and at their own expenses.

4.13 Environment Protection

Employees must follow all applicable regulations regarding environment protection and must use all available resources and energy to reduce environmental impacts.

Employees shall make every effort to develop and disseminate technologies of environment protection and will contribute with the implementation of sustainable development.

4.14 Quality and Safety of Services provided by Ecogen

Employees must prioritize the safety and the trust relationship between them and Ecogen clients and must ensure that all services provided by Ecogen and/or its products are in accordance with the applicable laws and regulations, as well as internal policies and rules, all the time.

Employees must be receptive and listen to the opinion of Ecogen's clients and take it into consideration when conducting commercial activities in the future.

Employees must provide clients with precise information regarding the equipment, installation, operation, and maintenance services provided by Ecogen to achieve customer satisfaction.

5. COMMUNICATION

If Employees become aware of any violation of the guidelines set forth herein, they must inform their superior and/or Ecogen's Legal Department and/or Ecogen's Compliance Department and/or Ecogen Human Resources Department.

All complaints will be conducted under the terms set forth in the Policies of the Internal Complaint Channel.


6. VALIDITY

This revision of the Code enters into force on the date of its publication.


7. APPROVAL


For Ecogen Brasil


For Ecogen Rio

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