Code of Professional Ethical Conduct

ROSSI is known for its brand and essence. Three (3) pillars support ROSSI’s essence: our Vision, Mission and Values. Our company is committed to adopting ethical standards in its business and complying with Brazilian laws.

Know our values:

Knowledge

People turn information into knowledge. Knowledge is vital to understanding the dynamics of life, society, markets and to making correct decisions towards the world. We should obtain, process and share information in all our relationships.

Humility

Humility means wisdom. When we recognize ourselves as imperfect human beings that make mistakes, we have the opportunity to learn and grow personally, professionally and in the search for success. We should give merit to those who admit their mistakes and share them in order to avoid repetition.

Innovation

Innovation results from our understanding of society evolution and a critical view of the reality. It is the capacity to propose new and better solutions to the challenges we face.

Integrity

Integrity is having values and acting consciously, inspired and oriented according these values. Honest people have credibility in their relationships.

People Valuation

We believe in people who work with us and motivate personal and professional growth of those who contribute with talent and effort to build our brand and the relationships that support it.

Sustainability

We recognize that the solutions for our lifestyle in society should take into consideration interdependency among human, financial and natural resources. Our future depends on large and small innovations respecting and inspired by this balance.

Enthusiasm

People are motivated when they have a purpose and when they see that what they do makes sense. These people overcome obstacles easier, live happier and have more sense of humor. The word enthusiasm derives from the Greek – en teos – which means “full of God”.

We work in several regions and, to have a unique and recognized identity keeping in mind each region’s particularities, we need to disseminate the way we think..

Our culture and way of life express our behavior and the way we operate in the market.

CODE OF PROFESSIONAL ETHIC CONDUCT

Our Code of Ethical Conduct reflects a deep conviction that the best way to reach integrity is through examples.

Knowing and practicing this Code of Ethical Conduct is substantial to express our essence.

To guarantee that all decisions comply with Brazilian laws and, above all, are governed by the highest standards of ethical conduct.

To establish an organizational culture that preserves ROSSI’s reputation towards the community, shareholders, clients, suppliers, government, competitors, public authorities and employees.
To establish an organizational culture that protects ROSSI from financial losses arising from blackmail, fraud, theft or other unlawful practices.
To preserve the employees’ physical and moral integrity.
To be fully aware of all national anti-corruption legislation, so that the conduct of employees and partners when interacting with the public administration and its bodies always takes place within the highest standards of ethical conduct, pursuant to Law 12846/2013, the “Anti-corruption Law”.

This Code of Ethical Conduct applies to all ROSSI’s employees, and those of its subsidiaries and associated companies, and it should be respected by the members of the Board of Directors, its Advisory and Compliance Committees, eventual members of ROSSI’s and its subsidiaries’ Fiscal and Advisory Councils, as well as all service providers and suppliers of ROSSI and its subsidiaries..

Bearing in mind the complexity of laws and regulations in Brazil, doubts might arise during the company’s operations, related to their interpretation and applicability. In such cases, employees shall always seek guidance from ROSSI’s Legal Department,

i. Every employee shall comply with the laws and rules effective in the country.

ROSSI’s managers or employees do not have the authority to require or approve actions that contradict Brazil’s laws and regulations, including those referring to the payment of taxes, and ROSSI’s rules of conduct and should report any event of this nature as soon as it occurs to the Ombudsman Committee.

ROSSI’s actions will always be protected by the law. However, the company reserves the right to question, through legal and valid mechanisms, procedures required by Public Authorities that do not comply with the laws of the country and that harm the company’s interests.

In such cases, the Legal Department will be responsible for analyzing the matter and the Board of Executive Officers will be responsible for approving the applicable actions.

ii. Every employee shall comply with the highest ethical standards in their activities by being honest, objective and careful when performing their tasks.

ROSSI understands that the maintenance of its good reputation in the market is essential to continue its business and it does not admit it to be waived.

In case of doubt regarding the adequacy of a procedure, employees shall seek guidance from their supervisor.

Any type of conduct that promises, offers or confers, directly or indirectly, undue advantage to a Public Authority or a third party related to same, even through a third party, directly or indirectly paid, funded or financed by ROSSI and acting in its benefit.

It is worth noting that, for the purposes of the law, Public Authority is understood as all those, public servants or not, who exercise, even temporarily or without remuneration, through election, nomination, designation, contracting or any other form of investiture, a mandate, position or function in direct, indirect or foundational entities of any Federal, Federal District, State or Municipal Power, in companies that have been incorporated into public property, or entities in whose creation or funding the government has contributed fifty percent or more of its equity or annual revenue.

We are committed to transparency in our transactions with employees, clients, investors and other stakeholders. Transparency and honesty shall guide us in our internal and external communication.

Public will have access to our company’s information, which is a requirement or recommendation of good corporate governance practices.

One of ROSSI’s highest duties is to serve the interests of its shareholders.

The manner ROSSI treats its shareholders does not depend on the number of shares held, complying with the legal directions on the matter.

Every shareholder will have access to an information flow that will provide them with a constant update on ROSSI. When disclosing information to the market, the company shall always comply with the legal provisions.

Respect for the shareholders shall be translated into providing appropriate service, either directly or through an accredited institution, as required by law.

The relationship with shareholders, executive officers, managers and employees in all levels, in the head office, worksite or different regional offices, shall be guided by mutual respect, transparency, honesty, trust and cooperation.

Professionalism, achievement and ethical conduct are key indicators to the qualification of our employees.

We will not discriminate neither will accept discrimination towards gender, race, religion, philosophic conviction, political party, age, people with special needs, sexual orientation, ethnicity, preference for a specific soccer team or any other characteristic normally accepted by society.

Whichever the case may be, ROSSI’s crucial criteria to admit, evaluate and promote employees is the compliance with the basic requirements of each task, not making use of the abovementioned types of discrimination.

In general, professionals may be hired regardless of the degree of kinship with our employees, provided they do not work in the same Area or the same department and there is no direct subordinate relationship between them, that is, one is not the manager of the other.

In cases of promotion of employees to the level of managers or executive officers, one of the relatives must resign from ROSSI due to the confidentiality demanded by the new position.

Exceptions:

Relatives may work in the same area at construction sites.
Relatives of employees at the People Management and Personnel Administration areas may not work at ROSSI, regardless of the degree of kinship.

ROSSI recognizes that each employee has personal and professional ambitions which it will try to fulfill through training programs, for instance, not permitting the hierarchy principle to get mistaken with arbitrariness, thus valuing individual opinions and values.

ROSSI will respect its employees’ privacy. However, it reserves the right to monitor information generated in its communication base aiming to prevent illegal practices, such as pornography, pedophilia, terrorism, smuggling, unfair competition, breaches of confidentiality, the disclosure of trade secrets, and active and passive corruption, among others. The Company will not tolerate such acts and will apply the due internal penalties and cooperate with the authorities whenever necessary.

ROSSI offers proper quality of life at the workplace, grounding its activities on the compliance with social obligations in effect and advancing itself to the law, in cases it might consider fair, when performing its social responsibility, taking into consideration its employees’ health and safety.

ROSSI values the respectful relationship among its employees, regardless the level and/or hierarchy. Therefore, the Company does not accept any physical, oral or non-oral behavior that might affect people’s – man and woman – dignity at the workplace, especially a behavior that might intimidate, causing hostility, humiliation and/or moral and especially sexual harassment, since it affects people’s dignity, productivity and worsens the work environment.

Diversity – ROSSI prizes a work environment open to whichever differences people might have. The Company fosters sharing ideas, work and values and believes that its employee’s different ideas strengthen diversity.

Freedom with responsibility – ROSSI gives its employees freedom to make decisions and lead the Company in a lively and efficient manner towards its goals.

Open mind – Having an open mind posture arouses and releases team spirit. Consequently, we support an open door policy and initiatives to share and exchange knowledge.

Entrepreneurial spirit – ROSSI tries to make things happen, stimulating creativity and innovation, exceeding itself and improving its business each day, learning with mistakes and celebrating success.

Knowing how to listen – Debate is a fundamental part of any creative process. To enable debate to effectively generate collaborative results, a posture of listening to others must be adopted.

ROSSI’s services comply with the best quality standards since they do not involve any type of discrimination, thus trying to deliver what has been promised.
It is sincere towards the company-client relationship, always serving with efficacy and courtesy.

It respects client’s freedom of choice, which does not mean any restriction to ROSSI’s efforts to expose its developments, observing the usual market practices.

The laws in effect in Brazil are respected in every ROSSI-client relationship.

Ethical, social and environmental efforts are the base of the relationship in order to assure the best practices in all areas, guaranteeing clients’ trust.

Relationships with suppliers shall last long, respecting competition’s principles of free initiative and loyalty.
ROSSI will require by contract that its suppliers ground their business practices on social responsibility principles regarding child labor elimination, complying with the social Law in effect and the impacts to the environment.

ROSSI is concerned about what happens in its business value chain. Therefore, the Company will put great effort into implementing this Code of Professional Ethical Conduct in all of its value chain, making use of appropriate disciplinary measures applicable to its suppliers if they fail to comply with the Company’s rules, cooperating with the authorities whenever necessary.

This Code shall be attached to all contracts with suppliers, who therefore cannot allege unfamiliarity in cases of non-compliance.

ROSSI’s decisions will always respect the interests of the communities where it operates.

Preserving the environment, in a sustainable manner, is ROSSI’s major concern. Therefore, the Company will act bearing in mind one of its main values: the balance in the company- community-environment relationship. This balance is considered essential to our clients’ and employees’ quality of life and to the conservation of the environment for future generations.

ROSSI emphasizes that all its shareholders, Board members, executive officers, managers and employees of all levels, as well as its partners, direct and indirect service providers and suppliers, and all those who eventually act in its benefit, must obey the Anti-corruption Law and the Code of Ethical Professional Conduct.

Notwithstanding the predictability of national and international legislation, which qualifies and penalizes individual and group conduct, such as crimes under the Brazilian Penal Code and other laws, compliance with the Anti-corruption Law preserves and maintains intact the Company’s image before society and the Public Power.

The relationship with Public Authorities shall comply with ethical standards. ROSSI does not authorize any person or organization to act on its behalf as a representative, agent, proxy or any other way that uses immoral or anti-ethical behavior in the relationship with public authorities.

The offer, promise, payment or concession of any other direct or indirect personal benefit/ advantage to an authority or national public servant, be it Municipal, State or Federal, or even international, in exchange for personal advantage or to benefit ROSSI is an infringement of this Code and is subject to internal disciplinary penalties, not excluding the possibility of cooperation with the authorities and the presentation of those responsible for any such act to the competent public bodies and administrations for civil and/or criminal proceedings.

It is also an infringement of the Code the observance of any dishonest activity in public biddings, the manipulation or participation in public invitations to bid that might interfere in the final objective of the bidding.

To guarantee compliance with the abovementioned provisions, ROSSI has internal mechanisms for verifying and validating the proportionality and reasonability of payments to representatives, agents, proxies and other persons or organizations the Company has relations with, to which all employees are subject;
These controls aim to detect activities that may be characterized as any type of active or passive corruption, bribery, extortion or the payment of gratuities, as well as any other action that violates the principles of ethics and professional conduct.

We believe that communication is the best tool available to prevent corruption and to eliminate anti-ethical practices in relations with public authorities,. Consequently, ROSSI maintains a direct channel through which any person, whether employee, client, supplier, etc., who becomes aware of an act that harms the company or the public authorities can report said act,

We reaffirm our commitment to disclosing the importance of corruption prevention to our stakeholders using mechanisms available to disseminate this topic.

All advertising conducted by ROSSI must:

Strictly comply with the law and the ethical regulations in effect where it will be placed.
Be honest and authentic, respecting the public’s trust in the Company.
Respect the principles of fair competition.
Take into consideration ROSSI’s social responsibility.
Comply with social, economic and cultural objectives of the nation.
Respect public spaces and the privacy of consumers and the general public.

ROSSI’s business shall be based on the strict compliance with Brazilian laws and the ethical principles of social responsibility; managers and employees are responsible for the compliance with these principles.

ROSSI is led by the principle of free competition.

Agreements with competitors aimed at harming free enterprise or the market shall not be promoted, including but not limited to:

Determining or practicing, in any way, prices and selling conditions.
Obtaining or influencing the adoption of homogeneous commercial behavior.
Dividing the market of products or according to regions.
Taking part in processes that aim to manipulate public or private invitations to bid.
Hampering or preventing new companies from accessing the market.
Hindering access to sources of raw-material, equipment, labor or technology, etc.

Obtaining market information is considered legitimate and necessary to business efficacy; however, this information shall not be obtained unlawfully.

ROSSI relies on the authenticity and veracity of information reported in its accounting records in order to make decisions correctly. It is extremely important to protect records on the safety and employee information, as well as fiscal and financial information.

Every transaction shall be correctly registered in our financial records according to the procedures and audit standards established. Accounting records shall reflect and describe the nature of these transactions

ROSSI strictly complies with the laws and rules created to prevent money laundering activities, including rules and laws that need monetary transaction reports with blocked accounts.

ROSSI can make donations to political parties, providing the legal limits are respected and duly registered in the Company’s financial records, with presentation of the respective receipt of the campaign donator.

ROSSI believes that the candidacy of its employees to political positions is natural, since the conditions defined in the Company’s specific policy are applied.

Commissions contractually due shall necessarily be paid to companies with whom the Company maintains regular commercial relations, Under no circumstances shall ROSSI maker payments without the prior existence of a signed contract.

The payment of commissions shall necessarily comply with the Brazilian Law and the Law of the country for which the payment is remitted. Any exception to this rule shall be formally approved by the Company’s Legal Department and the Board of Executive Officers.

Managers and employees must:

Abstain from using any information they have obtained in the exercise of their duties to benefit themselves or third parties.
Maintain the confidentiality of the information to which they have access due to their function, including after their termination from ROSSI.
In cases in which disclosure of information that is confidential to the company cannot be avoided, said disclosure must receive the prior approval of the area’s executive officer. In cases involving the press, the support of the Institutional Marketing should be requested.
Not allow the use of third-party information (clients, suppliers, partners, etc.) without receiving formal authorization in advance.
Not practice any acts of liberality at the expense of ROSSI, except in benefit of employees or the community and with the authorization of the Executive Officers.
Be responsible for safeguarding the assets owned by ROSSI that are made available, as well as for adequately using them. Using the Company’s property for personal benefit is prohibited, which includes documents, equipment, buildings and other assets, except when expressly authorized in writing.
Be responsible for safeguarding ROSSI’s property and ensuring its proper use..
Protect ROSSI’s intellectual property against unauthorized use or public disclosure. This property includes trade secrets, confidential information, copyright, registered trademarks and logos, as well as lists of clients and business opportunities, whether they be the property of ROSSI itself or of its business partners.
Refuse any advantages offered for personal benefit from any third party that has or plans to have a relationship with ROSSI.
Refuse bribes or the granting, directly or indirectly, of any other type of benefit or irregular donation to third parties.

Reject any gifts or favors that, due to their value or nature, cannot be characterized as small gifts. Whenever an employee is offered gifts that exceed the value of US$100.00, this fact must be communicated to the department manager and, in cases where the latter is the beneficiary, to the executive officer of the area and/or the superior of the beneficiary
Not accept or offer entertainment outside of the acceptable limits constituting a simple courtesy, while also avoiding that such gifts become a regular occasion.
Managers and employees are prohibited from participating in situations or circumstances that place them in a situation that constitutes a conflict with the interests of ROSSI.
Managers and employees are prohibited from holding shares, directly or indirectly, in competitor companies or suppliers or large-scale clients.
Interests exclude any ownership of shares that do not represent a controlling interest or influence in the management of the Company.
If they have a relative up to the third degree, including blood relatives, who are managers or hold controlling interests in the companies with the same conditions referred to in the previous paragraph, the managers and employees must report that fact to the People Management department of ROSSI and not take part in decisions involving the business dealings with these companies.
Managers and employees must not allow professional responsibilities outside of ROSSI to adversely affect the exercise of their functions.
Respect the Real Estate Acquisition policy of ROSSI, especially with regard to the acquisition for resale of any ROSSI projects.

Managers and employees are prohibited from:

Using the assets, services or credit of ROSSI for their own benefit, in violation of the applicable rules;
Taking advantage of any commercial opportunities that they have knowledge of due to their position for their own benefit or for that of third parties, regardless of whether said fact adversely affects ROSSI;

Managers and employees must comply with all provisions of the “Information Disclosure and Securities Trading Policy”.

This Code of Ethical Conduct complies with the following premises:

Is in conformity with the Law in effect in Brazil.
Reflects the practices adopted by ROSSI when conducing its businesses and relationships.
Shall be revised every 24 months (twenty-four months) or whenever necessary. In this cases, every employee must confirm their adhesion to the new Code of Ethical Conduct through the statement of adhesion.
Periodic revision will be carried out by the People Management, Legal and Audit Departments, which will prepare amendment proposals guaranteeing the participation of the main interested parties in the revision, which will then be submitted to the Board of Executive Officers.
It shall be revised by ROSSI’s Board of Directors, who will have it initially approved and will approve its periodic revisions, which will be effective as of the Board meeting held by to address the matter.
The statement of adhesion will be delivered to every employee who, by signing it, will be committed to comply with the Code of Ethics and Professional Conduct, which will be also valid for new hiring processes.

We acknowledge that the employee may need help to understand ROSSI’s policies in order to make difficult decisions, solve cases involving conflict of interests or comply with the Code of Professional Ethical Conduct.

What to do:

Talk to his/her supervisor.
Talk to the People Management department.
Talk to the Internal Auditing department.
Use the following reporting channels, anonymously if preferred:directly via the site www.0800brasil.com.br/rossi

Report directly to ROSSI’s Ethics Committee..
Optionally, report to the Board of Directors in case there is failure to comply with this Code and that directly or indirectly involves his/her supervisor or any Board member.

Report a violation:

When becoming aware of a possible situation of non-compliance with the Code of Professional Ethical Conduct, the employee shall talk to one of the abovementioned people.

To create an open work environment and an effective follow-up when reporting a breach to the Code, we advise the employee to identify himself/herself. However, if the employee prefers to remain anonymous, this shall be respected. Only anonymous accusations that have proofs or arguments based on facts that can be proved will be taken into consideration.

No employee will be subject to any type of retaliation when reporting a possible case of non- compliance with the Code of Ethical Conduct.

Notices of breach of the Code will be confidential. However, if legally required, the identity of the employee who reported the non-compliance with the Code may be revealed to people involved in the investigation and in succeeding legal procedures. Investigations shall begin immediately.

In case of non-compliance with the Code of Ethical Conduct, ROSSI will take actions and allocate resources necessary to approach and properly solve the issue.

Transgressors will be subject to disciplinary measures that include warning, suspension and dismissal.

The motives and the seriousness of the infraction will be taken into consideration when applying disciplinary measures, always respecting the People Management policy manuals.

ROSSI, imbued with a commitment to combat unlawful and unethical acts and practices, hereby declares that it will always collaborate fully with the public authorities, providing information on any non-compliance with the provisions of this Code whenever deemed necessary.