Anti-Corruption Policy
1. OBJECTIVE:
Grupo Bertolini has structured an Integrity Program and adopted internal regulations with the objective of communicating the values, commitments, and institutional guidelines that guide its business practices and operational routines, in order to prevent, monitor, and combat risks of corruption, legal non-compliance, and inappropriate conduct.
In this context, Grupo Bertolini recognizes the importance of an ethical and transparent relationship with public authorities, suppliers, service providers, business partners, and clients, to prevent and combat corruption and other illegal practices, as well as to promote its legitimate interests and develop a fair business environment. Additionally, Brazilian anti-corruption legislation provides for liability of legal entities for acts of corruption (in administrative and civil spheres), whereby their representatives and managers may be individually held accountable, and criminal sanctions are also applicable to public and private agents involved.
This Anti-Corruption Policy (“Policy”) is part of Grupo Bertolini’s Integrity Program and was established to guide its members to ensure that the Group’s interactions with public representatives, as well as with private agents, are conducted ethically, transparently, in compliance with applicable legislation, and aligned with the principles of its Integrity Program.
The guidelines established herein are complementary to the provisions of Grupo Bertolini’s Code of Ethics & Conduct.
2. SCOPE:
This Policy is adopted by all entities and operational units that are part of Grupo Bertolini, including Bertolini S.A., its subsidiaries and controlled companies, in Brazil and abroad.
The guidelines set forth herein must be observed by all its members (shareholders, members of the Partners’ Council, members of the Board of Directors, administrators, employees, interns, apprentices) and third parties who, duly authorized and in the performance of their duties, act on behalf of Grupo Bertolini.
This Policy will be communicated to all suppliers, service providers, and business partners (including sales representatives, franchises, distributors, consultants, advisors, and other business partners) of Grupo Bertolini (“suppliers”), regardless of the existence of a formal contract between the parties, and its provisions govern the relationships of these parties, as well as their partners, administrators, employees, and/or outsourced personnel, with Grupo Bertolini.
3. APPLICABLE REGULATIONS:
| Penal Code | Criminal liability |
| Law No. 8,429/1992 | Administrative Improbity |
| Law No. 9,613/1998 | Prevention of money laundering |
| Law No. 12,813/2013 | Conflict of Interest |
| Law No. 12,846/2013 | Anti-corruption |
| Decree No. 11,129/2022 | Anti-corruption |
| Anti-corruption legislation in countries where Grupo Bertolini operates | Anti-corruption |
| Anti-corruption legislation in states and municipalities where Grupo Bertolini operates | Anti-corruption |
| Law No. 14,133/2021 | Public Procurement |
| Bertolini Group Code of Ethics and Conduct | Internal policy |
| Bertolini Group's Gifts, Presents and Hospitality Policy | Internal policy |
| Grupo Bertolini Supplier Relationship Policy | Internal policy |
4. ACRONYMS AND DEFINITIONS:
Public Administration. The Public Administration is composed of bodies and entities of the direct administration (bodies that integrate the structure of the Executive, Legislative, and Judicial Powers), indirect administration (autarchies, foundations, public companies, mixed-capital companies, and other entities controlled by the State), and foundational entities, of any powers of the Union, States, Federal District, and Municipalities (Art. 1, Law No. 9,784/1999).
Public Agent. A public agent is considered to be a political agent, a civil servant, or any person who exercises, even temporarily or without compensation, by election, appointment, designation, hiring, or any other form of investiture or link, mandate, office, employment, or function in direct or indirect public administration entities, at the Union, State, Municipality, or Federal District level (Art. 2, Law No. 8,429/1992).
Acts harmful to public administration. According to Brazilian anti-corruption legislation, acts harmful to public administration, whether national or foreign, are those committed by legal entities that violate national or foreign public assets, principles of public administration, or international commitments undertaken by Brazil, as defined below:
(I) to promise, offer or give, directly or indirectly, an undue advantage to a public official, or to a third person related to him;
(II) demonstrably, finance, pay for, sponsor or in any way subsidize the practice of the illicit acts provided for in the law;
(III) demonstrably using an interposed natural or legal person to conceal or disguise their real interests or the identity of the beneficiaries of the acts performed;
(IV) to frustrate or defraud bidding processes or contracts;
(V) hindering investigative or supervisory activity by public bodies, entities or agents, or interfering in their actions, including within the scope of regulatory agencies and supervisory bodies of the national financial system (art. 5, Law No. 12,846/2013)2.
(I) to promise, offer or give, directly or indirectly, an undue advantage to a public official, or to a third person related to him;
(II) demonstrably, finance, pay for, sponsor or in any way subsidize the practice of the illicit acts provided for in the law;
(III) demonstrably using an interposed natural or legal person to conceal or disguise their real interests or the identity of the beneficiaries of the acts performed;
(IV) to frustrate or defraud bidding processes or contracts;
(V) hindering investigative or supervisory activity by public bodies, entities or agents, or interfering in their actions, including within the scope of regulatory agencies and supervisory bodies of the national financial system (art. 5, Law No. 12,846/2013)2.
Conflict of Interest: A situation arising from the clash between public and private interests, which may compromise the collective interest or improperly influence the performance of a public function (Art. 3, I, Law No. 12,813/2013).
5. GENERAL GUIDELINES FOR RELATIONSHIP WITH PUBLIC AUTHORITIES
5.1 Respect for laws and regulations. Grupo Bertolini and all its members commit to comply with legislation and regulations applicable to relationships with public authorities, including observance of anti-corruption, fair competition, political financing, and other related laws, as well as guidelines in the Group’s Code of Ethics & Conduct and other internal policies.
5.2 General rule of conduct. All interactions of Grupo Bertolini and its members with public agents must be conducted transparently and ethically. Offering, promising, giving, or soliciting any form of undue benefit or advantage to public agents is prohibited. Any suspicion of misconduct, corrupt acts, or illegal practices must be immediately reported through appropriate channels. No illegal or unethical conduct will be tolerated.
5.3 Communication. Communications of Grupo Bertolini members with public agents must always be conducted through official contact of the competent public body. The Group will designate employees responsible for this communication, who must have adequate knowledge of applicable laws, regulations, and policies, as well as the guidelines of this Policy.
5.4 Record of interactions. All interactions of Grupo Bertolini members with public agents, regardless of the form (in-person, remote, telephone, or electronic means), must be duly recorded. These records must be accurate and complete and filed so that they are accessible to the Compliance Department. Recording may include, for example, recordings, emails, minutes copies, or other written records containing information on location, time, participants, and subject matter.
5.5 Meetings. Meetings with public agents should always be scheduled in advance and communicated to the immediate hierarchical superior, and preferably take place at the official office of the competent authority. When meetings occur at Grupo Bertolini premises, the Compliance Department should participate whenever possible.
5.6 Inspection and other acts. Monitoring investigations, responding to notifications and penalties, interactions with the Public Prosecutor’s Office, participation in judicial acts (e.g., hearings, depositions, evidence production), license requests, and negotiations of tax benefits or financing must always involve the Legal Department and/or Compliance Department. These interactions must be conducted courteously and collaboratively, within legal limits, without obstructing the competent authority.
5.7 Gifts, presents, and hospitality. Offering gifts, presents, and hospitality to public agents must always comply with this Policy and Grupo Bertolini’s Gifts, Presents, and Hospitality Policy, as well as the limits authorized by the corresponding policy or rules of the authority to which the agent is linked. Offers must be restricted to items of purely promotional value, avoiding any situation that could be interpreted as an attempt to obtain undue benefits or advantages. In case of doubt, contact the Compliance Department.
5.8 Donations and sponsorship. Grupo Bertolini does not allow donations or sponsorships to public entities or those associated with any public agent. Any exceptional occurrence must comply strictly with applicable law, be based on transparent pre-defined criteria, and have prior approval from the Compliance Department and the Board of Directors, with proper recordkeeping.
5.9 Contracting with public authorities. When participating in public tenders, all applicable legal provisions must be strictly observed. Any conduct that could constitute fraud, illegal intervention, or undue influence on the bidding process is strictly prohibited, such as price fixing, collusion, or manipulation of the economic-financial balance of administrative contracts.
5.10 Hiring former public agents. If there is interest in hiring a former public agent as a member of Grupo Bertolini, the Compliance Department must be notified in advance to analyze potential conflicts of interest under applicable law.
6. GENERAL GUIDELINES FOR RELATIONSHIP WITH PRIVATE AGENTS
6.1 Respect for laws and regulations. Interactions of Grupo Bertolini members with private agents (clients, business partners, consultants, advisors, suppliers, and service providers) must be guided by integrity, legality, and transparency, strictly observing applicable anti-corruption and anti-bribery laws, Grupo Bertolini Code of Ethics & Conduct, and other internal policies, especially the current Supplier Relationship Policy.
6.2 General rule of conduct. Grupo Bertolini does not tolerate, and implements procedures to prevent and combat, the promise, offer, granting, solicitation, or receipt of undue advantages by or for its members in their relationships with private agents, or in any activity on behalf of the Group, for personal benefit or for third parties, or for business opportunities or advantages.
6.3 Conflict of interest. Grupo Bertolini members must avoid situations involving conflicts between private interests and those of the Group, which could interfere with professional performance, decision-making, or the commercial relationship with private agents.
6.4 Gifts, presents, and hospitality. The offering and receipt of gifts, trips, meals, entertainment tickets, or other types of courtesies or benefits by members in interactions with third parties maintaining business relations with Grupo Bertolini must follow the guidelines of the Gifts, Presents, and Hospitality Policy in effect. In case of doubt, contact the Compliance Department.
6.5 Money laundering. Grupo Bertolini is fully committed to conducting business with resources of legitimate origin, in total compliance with anti-money laundering legislation, and expects the same commitment from its suppliers and partners.
6.6 Competition practices. Grupo Bertolini is committed to fair competition, prohibiting members from colluding with competitors on prices, sales or service conditions, supplier offers, or business plans. Unfair use of competitive or business advantages to the detriment of competitors, clients, or partners is not allowed.
7. COMPLAINTS AND RESPONSE TO VIOLATIONS
Complaints regarding non-compliance with these guidelines will be duly evaluated and investigated by the Compliance Department and/or the Compliance Committee.
Handling of complaints will respect anonymity, if chosen by the complainant, and duties of confidentiality, impartiality, and non-retaliation are established.
Investigation of complaints may result in legal or disciplinary sanctions: for Grupo Bertolini members, this may include verbal warning, written warning, suspension, or dismissal for cause; for suppliers, suspension or contract termination, regardless of explicit contractual provisions.
To report complaints, the following channels can be used:
• Ethics Channel: Canal Seguro | 0800 517 1001 | www.contatoseguro.com.br/grupobertolini
• Compliance Department: [email protected]
| 54 2102 8500 | Grupo Bertolini
8. COMMUNICATION
All members of Grupo Bertolini must agree to the terms of this Policy by signing the Code of Ethics & Conduct Acknowledgment Form, and the document will be communicated in writing to new members upon admission.
This Policy will also be available on the SaBer App and other media used, in Portuguese versions.
For questions regarding this Policy, the Compliance Department or Compliance Committee may be consulted at:
• Compliance Department: [email protected]
| 54 2102 8500 | Rua Pedro Dalla Costa, 565, Bairro Pradel – Bento Gonçalves, Rio Grande do Sul, Brazil
9. EFFECTIVE DATE
This Policy is effective as of June 7, 2023, for an indefinite period, and may be updated at any time, subject to the competent governance instances for approval.
10. REVISION HISTORY | DOCUMENT CONTROLS
| REVISION | DATE | DESCRIPTION OF CHANGES |
| 00 | 07/06/2023 | Preparation and issuance of this policy. |
| 01 | 16/09/2024 | Standardization of terms. |
| DATE OF PREPARATION | LAST MODIFICATION | DEVELOPED/REVIEWED BY | APPROVED BY |
| 07/06/2023 | 16/09/2024 | Compliance Department | Board of Directors, Executive Board |