Anti-corruption Policy

ANTI-CORRUPTION POLICY OF ANS TECNOLOGIA LTDA

Target audience: All employees, officers, administrators, interns and service providers of ANS TECNOLOGIA LTDA.

SUMMARY: To disseminate the Code of Conduct and Anti-corruption Policy of Ans Tecnologia, which brings together some fundamental ethical principles to be observed, as well as to promote compliance with the legislation related to combating corruption, public bids and contracts.

1 – INTRODUCTION

1.1 This Anti-corruption Policy of Ans Tecnologia applies to its employees, officers, administrators, interns, as well as to its service providers, hereinafter referred to as the “PERSONNEL”.

1.2 The purpose of this Anti-corruption Policy (“CODE”) is to define the fundamental rules, guidelines and ethical principles to guide, on a daily basis, the professional conduct of the PERSONNEL in conducting the business and activities of Ans Tecnologia, in order to ensure a standard of integrity and correctness before clients, service providers, suppliers, public agencies in general and employees.

1.3 The purpose of this CODE is also to promote compliance with applicable laws relating to combating corruption, public bids and contracts and related legislation (Brazilian Anti-corruption Law – Federal Law No. 12.846 of August 1st, 2013; Antitrust Law (Law 12.529/2011); Public Bids and Contracts Law (Law 8.666/1993); Administrative Improbity Law (Law 8.249/1992), especially so that everyone is engaged in the objective of mitigating risk situations.

1.4 Ans Tecnologia, in the development of its activities, adopts the applicable national anti-corruption laws, including the Laws for the Prevention and Combat of Corruption of Activities, submitting itself to anti-corruption treaties and laws.

These laws have in common the prohibition of payments to government officials to induce actions, and require the maintenance of accurate accounting books and records and a system of internal controls.

In addition to the legislation and international treaties, in Brazil, Law 12.846/2013 (Anti-corruption Law) strictly prohibits acts of corruption, commonly known as the payment of bribes and benefits to obtain facilities or illegalities.

1.5 Violations of this CODE subject their authors to disciplinary measures and/or penalties, based on the internal regulations of Ans Tecnologia, labor, civil and criminal legislation, applicable national and international anti-corruption legislation, including the Laws for the Prevention and Combat of Corruption, and related laws, as the case may be.

1.6 This CODE is supplementary to other policies and procedures of Ans Tecnologia in force.

2 – DEFINITIONS

2.1 ACTS HARMFUL TO THE ADMINISTRATION: those defined in Annex I.

2.2 CONFLICTS OF INTEREST: any situation in which someone is not independent with respect to the matter under discussion and may influence or make decisions motivated by interests conflicting with the interests of the Company.

2.3 COMPANY: ANS TECNOLOGIA LTDA

2.4 FRAUD: is the crime or offense of deliberately deceiving others for the purpose of harming them, usually to unfairly obtain property or services from him or her. It is any cunning, deceptive, bad-faith act intended to harm or mislead others, or to fail to fulfill a given duty, obtaining for oneself or others undue advantages or benefits (pecuniary or not).

2.5 CORRUPTION: is the act or effect of bribing one or more persons on one's own behalf or on behalf of others, usually through the offer of money. It may also be defined as the use, by persons in public and/or private service, of illegal means to obtain, for their own benefit or for the benefit of others, undue advantages or benefits (pecuniary or not). It may be identified in 02 (two) forms, namely:

Passive: committed by a Public Agent against the public administration in general and consists of requesting or receiving, for oneself or for others, directly or indirectly, even outside of the function, or before taking it up, but by reason of it, an undue advantage, or accepting the promise of such advantage; and

Active: committed by a private party against the public administration in general and consists of offering or promising an undue advantage to a Public Agent, to induce him to perform, omit or delay an official act. It may also be understood as the act or effect of corrupting, seducing or being seduced by money, gifts, entertainment or any benefit that leads someone to depart from, act or fail to act in accordance with the law, morality, good customs and what is considered right in the social environment. For the purposes of this policy, no form of corruption will be tolerated, whether with public entities or with private parties.

2.6 SUPPLIERS: suppliers of materials, raw materials, service providers, agents, consultants, customs brokers, and transport and integrated providers.

2.7 CONFIDENTIAL INFORMATION: the term Confidential Information refers to that information or matters which are not available to the public, including:

Technical, financial, legal and analytical information about the properties and operations of Ans Tecnologia;

Analyses, compilations, studies and other documents prepared by Ans Tecnologia, or by its directors, agents, consultants or employees that contain or reflect such information; Patents and know-how held by Ans Tecnologia directly or through one or more licenses granted by the National Institute of Intellectual Property (“INPI”) or any other international body qualified to do so;

Any and all trade secrets, commercial secrets and confidential information that the PERSONNEL of Ans Tecnologia already has, or may come to have, by reason of its activities;

Any and all drawings, specifications, list of materials, training and operation manuals, documentary or electronic material, technical data, information and knowledge included in or relating to any equipment designed or developed by Ans Tecnologia;

Any and all information developed or owned by Ans Tecnologia that may take any form, whether oral, written, including software and programs, or in any other form, tangible or not, such as, but not limited to, formulas, algorithms, processes, market studies, projects, sketches, photographs, plans, drawings, product concepts, specifications, samples of ideas, clients, names of resellers and/or distributors, prices and costs, market definitions and information, inventions and ideas.

Also included in the concept of “Confidential Information” is any information that may be provided by third parties and companies associated with Ans Tecnologia.

2.8 PRIVILEGED INFORMATION: data and information entrusted to Ans Tecnologia and indicated as confidential by clients, suppliers and partners, and that which is of interest and relevance to the business of Ans Tecnologia, as well as that which the capital market considers important in the decision to buy or sell securities, including, but not limited to, the following:

a) those of a commercial nature;
b) those of a technical nature;
c) those of a strategic nature;
d) those concerning employees, independent contractors, consultants, service providers, representatives and agents;
e) as well as any copies or records thereof, oral or written, contained in any physical medium, that have been or are, directly or indirectly, provided or disclosed to the members of Ans Tecnologia, relating to it, its controlled, affiliated, wholly-owned subsidiaries, shareholders, clients, service providers or suppliers;
f) those concerning financial positions, projections, performance prospects and the like, used by the management of Ans Tecnologia, which shall remain restricted to that scope and to the signatories of the pertinent external confidentiality agreement, if any, until official disclosure, should that be the purpose.

2.9 PERSONNEL: all employees, officers, administrators, shareholders, board members, interns and service providers of Ans Tecnologia. For the purposes of applying this CODE, service providers are considered to be the individuals or legal entities, on any basis, suppliers in general, consultants, partners, third parties contracted or subcontracted, through a formal contract or not, who act on behalf of Ans Tecnologia or associated companies for any purpose, including those who provide services and interact with the government or with others on behalf of Ans Tecnologia for the achievement of the contracted business.

2.10 PUBLIC POWER: any and all governmental body, authority or entity.

2.11 INTELLECTUAL PROPERTY: inventions, literary and artistic works, symbols, names, images, drawings and models used.

2.12 BRIBE or KICKBACK: is the means by which Corruption is practiced, being the practice of promising, offering or paying to an authority, ruler, Public Agent or private sector professional any amount of money or any other favors so that the person in question fails to behave ethically with respect to their professional duties.

2.13 INFLUENCE PEDDLING: committed by a private party against the public administration in general and consists of requesting, demanding, charging or obtaining, for oneself or for others, an advantage or promise of advantage, on the pretext of influencing an act performed by a Public Agent in the exercise of the function. Note that, in this crime, it is not a matter of a promise of money, but rather of advantages.

2.14 CONTROLLED COMPANIES: companies in whose capital another company holds the majority of votes in the deliberations of the quotaholders or in the general meeting and the power to elect the majority of the administrators.

3 – THE COMPANY AND ITS BUSINESS

3.1 The objective of Ans Tecnologia is to commercialize the supply of Technology products and solutions, especially designed to serve the data center, offshore, service provider and corporate environment markets. Ans Tecnologia is a limited liability company that operates in Brazil, mainly in São Paulo - SP and requires high ethical standards in all its activities.

3.2 The PERSONNEL of Ans Tecnologia must conduct their actions in compliance with applicable laws and regulations. Where appropriate, this CODE may be used as a reference in business and in other contexts.

4 – PERSONAL CONDUCT

The PERSONNEL, in the performance of their activities, shall:

4.1 Act with courtesy, respect and non-discriminatory behavior, observing the usages and customs of other cultures of people from inside or outside Ans Tecnologia.

4.2 Conduct their activities with honesty and in an appropriate manner, demonstrating professionalism, integrity, and the defense of the assets and economic performance of Ans Tecnologia.

4.3 Strictly comply with the specific legislation related to their work, as well as the internal instructions and policies of Ans Tecnologia.

4.4 Present themselves at the workplace and at external meetings appropriately dressed.

4.5 Seek self-development by expanding and updating their knowledge, as well as suggest improvements to Ans Tecnologia.

4.6 Inform Ans Tecnologia appropriately and promptly, as established in item 5.4 below, of the matters and problems that may be detrimental to its interests. Explanations of any mistakes or errors must be voluntarily presented when due.

5 – CONFLICTS OF INTEREST

5.1 The PERSONNEL must avoid the practice of acts that may conflict with those of Ans Tecnologia, directly or indirectly.

5.2 The PERSONNEL is expressly prohibited from having any financial, commercial or personal relationship with suppliers, clients or competitors that may, or could, impair the independence to make any decision on behalf of Ans Tecnologia.

5.3 By way of example, we list the following situations of conflict:

Improperly using their position at Ans Tecnologia to appropriate business opportunities for personal benefit, for the benefit of family members or of third parties;
Requesting and/or accepting gifts, discounts, loans, money, vouchers, coupons that may be exchanged for products, guarantees, favors, advantages and sponsorships, for their own benefit and/or that of third parties;
Developing parallel activities that conflict with the business of Ans Tecnologia;
Contracting a supplier with a private interest;
Improperly using the financial resources, assets and properties and business opportunities of Ans Tecnologia for personal gain or that of third parties, or for purposes contrary to the commercial interests of Ans Tecnologia;
Offering, promising, giving or paying bribes or kickbacks, advantages, favors, gratuities or commissions to public or private officials, agents, consultants, or other persons, with the objective of influencing a decision or the fulfillment of an obligation; or accepting bribes or kickbacks, commissions, rebates, loans, discounts, favors, gratuities or advantages, as a reward or thanks for you having fulfilled your legal duties.

5.4 As it is impossible to foresee all the situations in which a conflict of interest may occur, in case of doubt, the immediate hierarchical superior must be consulted or, in case of impediments, the Human Resources Department and the General Manager, in that order, before acting.

6 – BRIBERY AND CORRUPTION

6.1 Ans Tecnologia does not tolerate any form of bribery or corruption.

6.2 The PERSONNEL is expressly prohibited from offering, promising to give, requesting or receiving any form of improper payment, undue advantage, bribe, kickback and improper or illegal inducement.

6.3 The following conduct is expressly prohibited:

Promising, offering or giving, directly or indirectly, an undue advantage to a public agent, or to a third party related to him;
Demonstrably financing, funding, sponsoring or in any way subsidizing the practice of the unlawful acts provided for in the Anti-corruption Law;
Demonstrably using an interposed individual or legal entity to conceal or disguise its real interests or the identity of the beneficiaries of the acts performed;
Hindering the investigation or inspection activity of public bodies, entities or agents, or interfering in their performance, including within the scope of the regulatory agencies and the inspection bodies of the national financial system.

6.4 With respect to public bids and contracts, the practice of acts that may in any way do the following is expressly prohibited:

Frustrating or defrauding, by means of an arrangement, combination or any other device, the competitive nature of a public bidding procedure;
Preventing, disturbing or defrauding the performance of any act of a public bidding procedure;
Removing or attempting to remove a bidder, by means of fraud or the offering of an advantage of any kind;
Defrauding a public bid or a contract arising from it;
Fraudulently or irregularly creating a legal entity to participate in a public bid or to enter into an administrative contract;
Fraudulently obtaining an undue advantage or benefit from modifications or extensions of contracts entered into with the public administration, without authorization in law, in the public bidding instrument or in the respective contractual instruments; or
Manipulating or defrauding the economic-financial balance of contracts entered into with the public administration.

7 – ENTERTAINMENT AND GIFTS

7.1 The PERSONNEL is prohibited from requesting or accepting gifts and entertainment or favors that have more than a symbolic value, from persons who negotiate or seek to negotiate with Ans Tecnologia and that may, in any way, compromise the ability to make commercial decisions by Ans Tecnologia in an impartial and objective manner. Likewise, it is prohibited to offer such gifts or favors to these persons.

7.2 The PERSONNEL is also prohibited from offering money, gifts, facilities, promotional items and/or trips to a public agent or third parties for the purpose of influencing their decision. Improper payments include anything beyond a symbolic value given to any person to obtain preferential treatment for Ans Tecnologia or for its PERSONNEL.

7.3 Modest get-togethers involving business discussions are generally considered appropriate, provided they are previously approved by the hierarchical Superior. In this case, business meals and trips, snacks before or after business meetings, and occasional sporting and cultural events are included.

7.4 No form of entertainment or gifts that may result in a feeling or expectation of personal obligation should be accepted from suppliers, clients or third parties. This applies equally both to giving and to receiving proposals for entertainment and gifts, as well as to offering gifts to suppliers, vendors, clients or to any government official.

7.5 The hierarchical Superior must always be informed by the same person about the gifts and entertainment given and received. A gift is not always something tangible, and may also be offered in the form of services, favors or other things of value.

8 – ACCOUNTING

Ans Tecnologia must keep its accounting records accurate and complete. Transactions with other parties must be duly recorded in the systems and books of Ans Tecnologia. Transactions carried out internally, including between parties of the same economic group, must be commercially correct and faithfully recorded.

9 – POLITICAL ACTIVITY AND DONATIONS

9.1 Ans Tecnologia will not participate in any political activity and will not make any donation for political purposes, and it is therefore expressly prohibited to make contributions or demonstrations of this nature on behalf of Ans Tecnologia, except when duly and previously authorized by the General Management.

9.2 Likewise, Ans Tecnologia prohibits donations or sponsorship for the benefit of philanthropic, sporting or charitable organizations, for the purpose of illegally obtaining a benefit of any nature or privileged information.

9.3 Donations and sponsorships may not have an impact on the business decisions of Ans Tecnologia.

9.4 Ans Tecnologia encourages its PERSONNEL to support the community, charitable institutions and the political organizations of their preference, as long as they make it very clear that their opinions and acts do not reflect the opinions and acts of Ans Tecnologia.

10 – CONFIDENTIAL INFORMATION

10.1 No information of Ans Tecnologia, or referring to it, including, among others, the confidential information defined in item 2.7 above, as well as information about negotiations, contracts, documents, notes, files, records, verbal information, electronic files or similar material, may be removed from the premises of Ans Tecnologia without written permission.

10.2 Confidential information may only be disclosed internally to the persons who need it, except when in compliance with a legal requirement.

10.3 The confidentiality and ownership of information received from third parties must be respected.

10.4 The above provisions apply equally to “privileged information”, as defined in item 2.8 above.

11 – INFORMATION TECHNOLOGY AND COMMUNICATION (IT) SYSTEMS

11.1 The information produced and stored in the computer systems and equipment of Ans Tecnologia is its exclusive property, and therefore it reserves the right to access and review it, except when limited by law or by an expressly executed agreement.

11.2 The PERSONNEL is responsible for safeguarding their files, including electronic ones, which must be kept orderly, as they are part of the files of Ans Tecnologia.

11.3 Information, IT systems and the Internet must be used exclusively for carrying out work in the interest of Ans Tecnologia and not for personal interests. The use of illegal software in violation of copyright laws is prohibited.

11.4 Ans Tecnologia respects the individual privacy of each member of its PERSONNEL; however, these privacy rights do not extend to work-related conduct or to the use of the equipment and facilities of Ans Tecnologia, including IT systems, e-mail and the Internet.

11.5 Ans Tecnologia may access and monitor the use of these systems at any time for any business purpose.

11.6 Although Ans Tecnologia allows the incidental and occasional use of e-mail for personal reasons, these messages are treated as work-related messages, and Ans Tecnologia may monitor or disclose them, regardless of the content.

11.7 It is prohibited to engage in Internet chat rooms, social networks or similar Internet communications in relation to Ans Tecnologia, and the PERSONNEL may not use the Company's e-mail and Internet systems for any improper or illegal purpose.

11.8 Only persons from the technical areas authorized by Ans Tecnologia may contract, install, duplicate and distribute software, in accordance with contracts formally executed with the respective suppliers.

12 – CONTRACTING OF THIRD PARTIES

12.1 The contracting of third parties on any basis must necessarily be preceded by an analysis to be carried out to verify registration, background, reputation, qualifications, shareholders, financial conditions and history of compliance with anti-corruption laws.

12.2 For the purposes of this document, “THIRD PARTIES” are considered to be service providers (individuals or legal entities) on any basis, suppliers in general, consultants, partners, third parties contracted or subcontracted, through a formal contract or not, who act on behalf of Ans Tecnologia or associated companies for any purpose, including those who provide services and interact with the government or with others on behalf of Ans Tecnologia for the achievement of the contracted business.

12.3 This item also applies to business companies and simple companies, whether or not incorporated, regardless of the form of organization or corporate model adopted, as well as to any foundations, associations of entities or persons, or foreign companies, that have their headquarters, branch or representation in Brazilian territory, constituted in fact or in law, even if temporarily.

13 – COMPLIANCE AND INTERNAL CONTROL

13.1 Ans Tecnologia will employ the necessary means of internal control to monitor full compliance with this CODE.

13.2 Any doubt regarding the understanding and observance of this CODE must be raised and discussed with the immediate hierarchical Superior. If deemed difficult, the PERSONNEL must take the matter to the Human Resources Department. If they wish or find it convenient, they may discuss any matter related to the Code of Conduct and Anti-corruption Policy with the General Manager. Likewise, if any of the PERSONNEL becomes aware that this CODE is being violated, the matter must be taken to the immediate hierarchical Superior. If deemed difficult, they must take the matter to the Human Resources Department or to the General Manager. No PERSONNEL will be dismissed, demoted, suspended, threatened, harassed or discriminated against in any way as a consequence of having reported a violation of this CODE, or of any other policy or procedure of Ans Tecnologia.

13.3 The violation of the provisions of this CODE may result in the application of civil and criminal penalties for Ans Tecnologia and for the PERSONNEL involved, including disciplinary measures and even dismissal.

13.4 The fines imposed on individuals for violations of the provisions contained in this document, especially those relating to the anti-corruption laws, may not be paid by Ans Tecnologia, in addition to the persons involved being subject to imprisonment. The penalties for legal entities are very substantial and their executives may also be imprisoned. In addition, Ans Tecnologia and the PERSONNEL may be ordered to return the gains obtained from the unlawful act of Corruption.

14 – GENERAL PROVISIONS

14.1 In view of the possibility of serious punishments provided for in the legislation, Ans Tecnologia is concerned with meeting all the requirements of this CODE, including other provisions supplementary to the anti-corruption policy of Ans Tecnologia, through practices for the protection of its interests, such as: analysis and verification processes for association with third parties, including the possibility of conducting background, reputation and business capacity checks, registration verification and external audit, training programs, the inclusion of contractual provisions for observance of this policy in contracts with third parties, as well as internal control and the careful monitoring of the activities of Ans Tecnologia.

14.2 Ans Tecnologia provides access channels for reports through its e-mail address atendimento@alinfo.com.br, complaints and suggestions, in order to facilitate the compliance and effectiveness of this CODE, as well as to meet the requirements of the Anti-corruption legislation and others mentioned herein.

14.3 Reports must be made when the employee or THIRD PARTY becomes aware of data or facts that are benefiting someone, to the detriment of others or of Ans Tecnologia itself, or of behaviors that fall within any of the situations prohibited by this CODE.

14.4 Inquiries about the provisions and application of this CODE must be directed to the Human Resources Department and, in cases of impediment, to the General Manager.

ANS TECNOLOGIA LTDA

São Paulo, August 1st, 2018.