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ANTICORRUPTION POLICY 

The purpose of this Policy is to establish the guidelines and rules to be followed by Intrust Associates' Employees and Third Parties as a way of ensuring and reinforcing its commitment to ethics and transparency in its business. This document is a complement to the Intrust Associates Code of Conduct, dealing more specifically with the issue of anti-bribery and corruption. 

Intrust Associates guarantees that it conducts all activities in compliance with Brazilian law, in full compliance with Law No. 12.846/13 (Brazilian Anti-Corruption Law) and its regulations, in particular Federal Decree No. 8.420/2015, as well as understanding the requirements and general implications of international anti-corruption laws. 

Intrust Associates makes every effort to mitigate the risks that lead to corruption. The continuous development of these actions is essential to the evolution of Intrust Associates and requires commitment and effective cooperation from its partners, suppliers, clients and employees in all its dealings with the public and private sectors. 

Applicability

This Policy applies to all employees of Intrust Associates (together defined as “Employees”) and all its business partners, suppliers, representatives, consultants, distributors, resellers, correspondents or any others acting on behalf of or in the interest of Intrust Associates (defined herein as “Third Parties”). 

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Definitions

Intrust: refers to Intrust Associates, always considered for the purposes of interpreting this Policy. 

Compliance Area: interpreted as the area or person responsible for structuring, reviewing, disclosing and maintaining the Intrust Associates Compliance Program, as well as managing the application and ongoing monitoring of its policies and rules. 

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Corruption: Corruption, in its broadest form, is understood as the willingness to act dishonestly in exchange for financial benefit, undue advantage or anything else of value, through relationships with public or private agents. 

Public Official: when presented in this or any other Intrust Associates policy, the term “Public Official”, or other similar terms that may refer to public officials in general, is defined by, but not limited to: 

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  • Any individual serving in the Executive Branch, Legislative Branch, Judicial Branch, or State or Federal Prosecutor's Office;  

  • Any officer or employee of a government and/or public department, agency, or organization including, but not limited to, educational, health care, military, notary, police, customs, tax and immigration services, and agencies issuing licenses, accreditations, certificates, and permits; 

  • Any officer or employee of a company, business, enterprise, or commercial entity that is owned or controlled, in whole or in part, directly or indirectly, by the government; 

  • Any officer or employee of a public international organization; 

  • Any officer or member of a political party, as well as any candidate for public office; 

  • Any natural person who, even temporarily or without receiving payment, holds a position, job or function in the public sector; 

  • Any person directly related to one of the persons falling under the above cases, such as children, spouses or close relatives of a Public Agent will be considered as such. 

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Thing of value: this term, as well as any other similar term that may relate to one of the elements of exchange in the act of corruption, is defined as:
 

  • Cash or cash equivalents (shares, stock options, loans, gift vouchers, etc.);  

  • Gifts (which do not fall under the rules in the “Gifts and Presents Policy”);  

  • Entertainment (tickets to concerts, theater, sporting events, etc. );  

  • Offers or promises of employment (including to persons related to public officials); contracts or other business opportunities granted to a company over which a public official has ownership or some legal right; 

  • Discounts on products that are not generally available to clients; 

  • Undue payment of travel, accommodation, hospitality and entertainment expenses; 

  • Personal favors; 

  • Political contributions. 

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Suppliers: any natural or legal person, public or private, national or foreign, as well as depersonalized entities, who provide services or products to Intrust Associates, necessary for the achievement of its business, these being different from the corporate purpose and main activity of Intrust Associates.

 

Partners: any person, natural or legal, such as agents, consultants, representatives, distributors, correspondents, resellers, service providers or any other, who acts on behalf of Intrust Associates or in its direct interest in carrying out business; 

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Third Parties: jointly and generically, Suppliers and Partners are referred to solely as Third Parties. Any specific obligations for any of the groups will be duly indicated. Otherwise, it is understood that Third Parties are referred to in general. 

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Undue advantage: this expression should be understood, among other possible situations of characterization, as: 

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  • Influencing, delaying or avoiding an action by a public agent, or any other action, such as obtaining or maintaining contracts, imposing taxes or fines, canceling an existing contract or contractual obligation (manipulating the economic-financial balance of contracts, for example);  

  • Obtaining a license, permit, authorization or issuing documentation of any kind from a state entity or public agent, in its name or for a third party, to which the company would not be entitled by law, or which has been obtained in disregard of applicable legal rules. 

  • Obtaining confidential information about business opportunities, ongoing negotiations or competitors' activities; 

  • Any other type of advantage obtained in breach of any applicable rules, through illicit conduct or acts of corruption. 

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Guidelines
 

No employee or third party acting on behalf of Intrust Associates may promise, provide, offer or authorize payment of anything of value as a form of bribe, directly or indirectly, to any public official or person related to them. This prohibition also applies to relations with legal entities or individuals in the private sector with the aim of securing an undue advantage. 

If Employees or Third Parties are faced with situations in which improper payments are requested, whether as payer or receiver of the amounts, in order to protect themselves from possible liability, they must follow the following instructions:  
 

  • Refuse, verbally or in writing, the payment and explain that Intrust Associates does not make such payments because it contravenes the requirements of current legislation, business ethics standards and Intrust Associates' internal rules;  

  • Explain that the refusal is final and not to accept any type of negotiation; 

  • Under no circumstances should Employees or Third Parties use non-verbal communication (such as gestures, posture, etc.) or suggestions of implicit understanding, in order to avoid the slightest possibility of their actions being considered contrary to this Policy.  

  • The employee or third party must explain that they are not authorized to make or receive such payments on behalf of Intrust Associates, or even on behalf of themselves or Third Parties for the benefit of the company, highlighting the possibility of Intrust Associates breaking off any type of relationship with the proponent of the illicit business, as well as informing the competent authorities; 

  • The employee or third party must immediately report the facts to the manager of their area, the manager of the contract/focal point at Intrust Associates in the case of Third Parties, as well as to the Intrust Associates Compliance area, duly recording all the circumstances of the facts.

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These guidelines apply even if Intrust Associates' resources are not used to improperly offer anything of value, directly or indirectly, through third parties of any kind, such as agents, consultants, sales representatives, correspondents, carriers, distributors, resellers and subcontractors.

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Likewise, we emphasize the prohibition of acts of passive corruption, i.e. the undue receipt of anything of value as a way of granting any undue advantage. Intrust Associates employees and third parties must not accept, receive or agree to accept anything of value in exchange for any undue advantage, and must report the request immediately.  

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Intrust Associates prohibits the giving of gifts, hospitality expenses and political donations of any kind to public officials, in any situation, regardless of the amount. 

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Intrust Associates employees and third parties have a duty to report potential situations that could result in a Conflict of Interest (for example, hiring the companies of family members and friends or financial participation in companies with which Intrust Associates does business) so that appropriate measures can be taken. 

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Intrust Associates' Employees and Third Parties must strictly comply with the company's accounting and bookkeeping rules, accurately recording all transactions in the financial and accounting books and records in order to support the internal accounting audit system. Transactions will be duly recorded in reasonable detail in the main books and records, as well as in invoices, receipts and expense documents. These requirements prevent the concealment of bribes by companies and the falsification of accounting books and records. 

 

Intrust Associates will not tolerate Employees and Third Parties who achieve their business objectives in violation of the law or through improper actions of any kind. Intrust will fully support any Associates or Third Parties who refuse to make improper payments, even if this results in a loss of business for Intrust Associates.  

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To ensure compliance with Intrust's Anti-Corruption Policy, all Associates are required to attend anti-corruption training at least annually. 

Responsabilities:

It is the duty of all Intrust Associates employees to: 

 

  • Read, understand and act in accordance with this Policy and its complementary documents; 

  • Carry out anti-corruption training at the minimum frequency required by Intrust; 

  • Ensure compliance with this Policy and immediately report any suspicions or violations of it by other Employees or Third Parties; 

  • Ensure that Third Parties and other Employees are informed of the requirements of this Policy, in accordance with their competence to work at Intrust; 

  • In particular, Intrust managers must ensure that the requirements and procedures of this Policy are communicated to all employees and their application is encouraged and duly monitored. 

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In addition to the above responsibilities for Employees, which are also applicable to Third Parties where applicable, they must formalize their awareness of and respect for the rules of this Policy by signing their own term of responsibility (attached), which is a requirement for the hiring of any and all third parties by Intrust. 

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The contracted Third Party must not be a Public Agent, nor any of its partners, directors or employees related to the activities foreseen in the provision of the services under contract with Intrust, or maintain a relationship of any nature, including personal, business or association, with any public agent who is, or may be, in a position to influence the obtaining of advantages for Intrust. 

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Inform, at the earliest possible opportunity, if it is or has been in the last 10 years, as well as its representatives, administrators, directors, partners or shareholders, advisors, consultants, directly or indirectly (i) under investigation of any nature due to accusations of bribery, corruption, money laundering or related crimes; (ii) as a defendant in judicial and/or administrative proceedings, on charges of corruption, bribery, money laundering or related crimes; and (iii) subject to any type of economic and business restrictions or sanctions by any government entity. 

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In situations of conflicts of interest or any other that may represent non-compliance with any Intrust rule, the Third Party must promptly notify Intrust's Compliance Area, under penalty of contractual termination and application of a fine. If there is any doubt about the application and interpretation of this Policy, the Compliance Area must be consulted immediately.  
 

The Intrust Compliance Area is responsible for:  
 

  • It is the Compliance Area's duty to update this and any documents intended for the implementation of this Policy whenever necessary;  

  • Keeping records and documentation showing compliance with the obligations of this Policy (signed terms, training presented, etc.); 

  • Providing Employees and Third Parties with the necessary advice and guidance to comply with the requirements of this Policy and current legislation. 
     

Red Flags 

While any proposed payment for business operations, contracts, etc. should be assessed on the basis of its specific facts, attention should be paid to any Red Flags related to bribery and corruption. Red Flags are present whenever some fact or circumstance suggests that a particular operation, relationship or contract involves a probable risk of bribery and/or corruption.  
 

When an alert is identified, consideration should be given to what measures need to be taken to minimize or eliminate the risk of corruption arising from a specific relationship (clients, suppliers, agents, representatives, suppliers, etc.), including the possible termination of such a relationship, always preceded by communication to the Compliance Area. Here are some examples of Red Flags:  

 

  • Payments offered or made in cash; 

  • Gifts or hospitality involving public officials;  

  • Commissions or fees from third parties that exceed the usual rate for similar services in a given region or are not in accordance with a contract; 

  • Client (public or private) who recommends or insists on the use of a particular intermediary, consultant or business partner; 

  • Excessive discounts at variance with the prices charged;  

  • Excessive deadlines requested by suppliers, far from what is usually reported for similar services; 

  • Consultancy and marketing contracts with vague descriptions of the services;  

  • Partner who is not qualified or does not have the necessary resources to perform the functions for which they have been contracted;  

  • Partner who has a history of improper payment practices, even if unconfirmed;  

  • Partner who refuses to comply with anti-corruption laws or sign any form of commitment form in this regard;  

  • Partner who has a business relationship with government authorities;  
     

Partner who insists that his identity remains confidential or refuses to reveal the identity of his owners;  

Incompletely or inadequately documented payments or expenses (e.g. invoices with dubious documents and non-standard contracts). 

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Reporting irregularities 

Intrust Employees and Third Parties have a duty to report any violation or suspected violation of the provisions of this Policy.  
 

Intrust undertakes to protect the rights of whistleblowers who, in good faith, report violations of this or any other Intrust policy, suspected irregular, fraudulent or corrupt acts, guaranteeing anonymity if so desired by the whistleblower and not tolerating retaliation or reprisals. 
 

In the event of non-compliance with this Policy, appropriate consequence management measures will be adopted to deal with the non-compliance. 
 

Liability for violations 

Intrust reserves the right to conduct internal investigations based on information received about alleged acts of corruption. After an investigation conducted in confidence by the Compliance Area, the Ethics Committee will be responsible for deciding on the disciplinary measures to be applied, as well as for any communication of the facts to the competent public authorities. 

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All Employees and Third Parties are responsible for complying with the requirements of this Policy and other documents intended for its application. Failure to comply with this Policy may result in disciplinary measures and even contract termination, among other applicable sanctions. 
 

São Paulo, June 1st 2025. 

Reviewed: 06/02/2025. 

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