CODE OF CONDUCT AND INTEGRITY – MBCBrasil Institute

I. INTRODUCTION
The MBCBrasil Institute (“Institute”) is a non-profit civil entity whose primary purpose is to coordinate, together with its Affiliates and Effective Members, the research, development, and structuring of activities and projects related to sustainable mobility. Its objective is to foster the reduction of greenhouse gas emissions and decarbonization through all technological pathways developed and/or under development.

This Code of Conduct and Integrity (“Code”) represents the Institute’s commitment to compliance practices, embodied in the observance of the objectives, principles, values, and duties established herein, in accordance with applicable legal norms, especially those related to competition defense and anti-corruption.

II.  DEFINITIONS AND SCOPE
For the purposes of this Code, the following definitions apply:

• Affiliates: all legal entities and other organizations affiliated with the Institute, under the terms provided in the Bylaws.
• Effective Members: all legal entities and organizations that are members of the Institute, under the terms of the Bylaws.
• Collaborators: any and all persons maintaining a contractual or employment relationship with the Institute, including, but not limited to, its Directors, Board Members, Committee Members, employees, contractors, subcontractors, and suppliers of goods and services.

This Code applies to all Affiliates, Effective Members, and Collaborators, and will be publicly accessible through the Institute’s website.

III.  OBJECTIVES AND MISSIONS
The Institute’s objectives and missions, among others set forth in its Bylaws, include:

• Conducting analysis, preparation, promotion, and execution of technical studies and opinions regarding the development of sustainable mobility, encouraging the reduction of greenhouse gas emissions and the decarbonization of the automotive industry;
• Actively contributing to the formulation, promotion, and strengthening of public policies related to sustainable mobility, stimulating innovative initiatives and best practices in related sectors;
• Entering into contracts and partnerships with other public and/or private bodies or entities to promote, disseminate, and strengthen knowledge and practices related to sustainable mobility;
• Promoting and implementing communication and environmental education plans aimed at raising awareness and disseminating the adoption of public or private actions and measures related to sustainable mobility.

The specific objectives of this Code are:

• To establish clear and binding guidelines to guide the Institute’s institutional and business relationships with its Affiliates, Effective Members, and Collaborators, ensuring adherence to ethical, legal, and integrity standards;
• To establish appropriate standards of conduct to be observed within the Institute by its Affiliates, Effective Members, and Collaborators, with special attention to compliance with competition defense and anti-corruption laws;
• To promote a healthy, safe, and inclusive environment based on mutual respect and the prohibition of any form of discrimination, harassment (moral or sexual), as well as other behaviors that compromise professional integrity.

IV.  PRINCIPLES AND VALUES OF THE INSTITUTE
The Institute shall conduct its activities guided by the following principles and values:

• Act with integrity in all professional relationships, with respect for people, internal policies, and applicable legislation;
• Ensure confidentiality of strategic and sensitive information of its Affiliates and Effective Members, disclosing such information, in the Institute’s interest, only in aggregated and non-individualized form;
• Safeguard the reputation of its Affiliates, Effective Members, and the sustainable mobility sector in all actions;
• Constantly and tirelessly pursue the Institute’s objectives, guided by excellence and efficiency in carrying out its activities;
• Contribute to the development of Brazilian society, upholding the ethical duty to respect its Collaborators and preserve the environment;
• Ensure the proper and responsible use of the Institute’s

V.  RULES OF CONDUCT
A. General Guidelines

The Institute shall implement ethics and compliance programs, including the creation of a specific Committee (“Legal and Compliance Committee”), responsible for: (i) regularly promoting courses and lectures, and (ii) monitoring Affiliates, Effective Members, and Collaborators to ensure compliance with the following:

• Full compliance with applicable legislation, including: (i) competition defense (Law 12,529/2011 – “Competition Defense Law”) and (ii) anti-corruption and fraud (Law No. 12,846/2013 – “Anti-Corruption Law”);
• Full compliance with this Code and the Bylaws;
• Prohibition of direct or indirect sharing of competitively sensitive information among Affiliates, Effective Members, and Collaborators of the Institute, including, but not limited to: cost structures, idle capacity, expansion plans, marketing strategies, product and service pricing, key clients and suppliers, discounts, salary levels, proprietary R&D information, acquisition and operation plans, or any other information related to competitive strategies.

B. Commitments Assumed by the Institute

The Institute commits to:

• Not offering advantages of any kind to public employees, agents, or government authorities;
• Promptly and transparently responding to requests made by public authorities and regulatory bodies, whenever reasonable and in the public interest, in compliance with internal policies and applicable laws;
• Preventing any unlawful coordination between its Affiliates and Effective Members to obtain advantage over other market agents not part of the Institute;
• Respecting market conditions in the sustainable mobility sector, with special attention to free competition practices and the prevention of discrimination, ensuring transparency and fairness in all relationships;
• Accepting, as Affiliates or Effective Members, any legal entity, with or without profit purposes, interested in joining the Institute, provided the requirements of the Bylaws are met;
• Regularly promoting training on this Code for Collaborators and representatives of Affiliates and Effective Members, to strengthen an ethical culture, ensure compliance, and prevent misconduct, especially those related to the Competition Defense Law and Anti-Corruption Law;
• Recognizing and respecting diversity, guided by equity and non-discrimination;
• Encouraging professional development based on merit and performance;
• Maintaining contractual or employment ties only with Collaborators who sign this Code;
• Actively contributing to sustainability in the communities where it operates;
• Maintaining communication channels to enable continuous and open dialogue with the community.