Anti-Corruption and Anti-Bribery Policy

1 – INTRODUCTION

1.1 OBJECTIVE

This Anti-Corruption and Anti-Bribery Policy aims to establish guidelines, responsibilities, and standards of conduct intended for the prevention, identification, and handling of acts of corruption, bribery, fraud, and other unlawful practices within the scope of ENESA GROUP.

The document provides guidance to administrators, managers, employees, consortium companies, suppliers, service providers, and other partners acting on behalf of or in the interest of ENESA GROUP, ensuring compliance with applicable legislation and with the organization’s institutional integrity commitments.

The provisions set forth herein do not cover all possible risk situations or instances of improper conduct that may arise in the course of business activities. All decisions and actions are expected to be consistently grounded in ethics, transparency, and professional judgment, even when not expressly described in this Policy.

1.2 VALUES AND PURPOSE OF ENESA GROUP

This Policy is aligned with the core values of ENESA GROUP, which guide its business activities and underpin its organizational culture. The protection of life, the responsible conduct of operations, and respect for the environment are non-negotiable principles across all activities.

Integrity guides the organization’s decisions, ensuring transparent, ethical, and trustworthy relationships with all stakeholders. The consistent pursuit of results is carried out with responsibility in the management of assets under its administration and with a commitment to people development.

Operational excellence and continuous improvement are part of ENESA GROUP’s identity, reflecting its determination to continuously evolve its processes, technical standards, and governance practices.

1.3 SCOPE

This Policy applies broadly and mandatorily to all individuals and legal entities acting on behalf of, in the interest of, or for the benefit of ENESA GROUP, regardless of the nature of their relationship with the organization.

It covers, among others, members of Senior Management, directors, managers, board members, employees, third parties, service providers, suppliers, subcontractors, consortium companies, business partners, and clients who represent or influence the activities of ENESA GROUP.

The commitment to integrity must be demonstrated at all levels of the organization, and leadership is responsible for reinforcing this direction by example. This Policy must be observed in conjunction with the ENESA GROUP Code of Conduct and other applicable internal regulations.

1.4 TERMS AND DEFINITIONS

Public Official
Any individual who performs, even temporarily or without compensation, a public function in bodies or entities of the direct or indirect public administration, domestic or foreign, including political agents, civil servants, public employees, officers of state-owned or government-controlled companies, as well as individuals acting on behalf of such entities.

Senior Management
The highest management body of ENESA GROUP, composed of its officers and statutory directors, responsible for defining strategies, institutional guidelines, and overseeing corporate governance.

Gifts, Presents, and Hospitality
Items, objects, invitations, entertainment, travel, accommodation, or any material benefits given or received in an institutional or business context, regardless of their value or stated purpose.

Confidential Channel (Whistleblowing Channel)
An independent and external channel made available by ENESA GROUP for receiving complaints, reports, or communications regarding potential irregularities, legal violations, or breaches of internal policies, ensuring confidentiality, protection of the reporting party, and proper handling of information.

Cartel
A formal or informal agreement among competitors aimed at manipulating prices, dividing markets, limiting production, or interfering with free competition.

Employee
Any individual who maintains a professional relationship with ENESA GROUP, regardless of the contractual arrangement, including employees, interns, apprentices, temporary workers, and outsourced personnel.

Ethics Committee
An internal body responsible for monitoring reports received through the Confidential Channel, assessing the conclusions of investigations conducted by a specialized company, and deliberating on applicable disciplinary or corrective measures.

Compliance
A set of practices, controls, and mechanisms adopted to ensure that the organization’s activities comply with applicable laws, internal policies, and ethical standards.

Conflict of Interest
A situation in which personal, family, economic, or professional interests may interfere, or appear to interfere, with the impartiality of decisions made in the course of activities related to ENESA GROUP.

Public Contracts
Agreements entered into with public administration bodies or entities involving the supply of goods, execution of works, or provision of services.

Corruption
Conduct involving the offering, promising, granting, requesting, or receiving of an improper benefit with the purpose of influencing a decision or obtaining undue advantage, whether in the public or private sphere.

Report or Complaint
A communication made by any person through the Confidential Channel or other institutional means, reporting a potential irregularity, misconduct, or non-compliance with applicable rules.

Due Diligence
A prior and periodic verification procedure aimed at assessing the integrity, reputation, and compliance status of third parties with whom ENESA GROUP intends to establish or maintain a business relationship.

Consortium Company
A legal entity that operates jointly with ENESA GROUP in the execution of projects, contracts, or ventures through a formally established consortium.

FCPA (Foreign Corrupt Practices Act)
A United States law that establishes rules for the prevention and punishment of bribery practices involving foreign public officials, with extraterritorial application.

Strategic Suppliers
Third parties whose activities, operational relevance, or reputational impact may significantly affect business continuity, regulatory compliance, or the institutional image of ENESA GROUP.

Suppliers and Service Providers
Individuals or legal entities contracted to supply goods, execute works, or provide services to ENESA GROUP.

Money Laundering
The process of concealing or disguising the illicit origin of financial resources in order to give the appearance of legality to proceeds derived from illegal activities.

Applicable Legislation
The set of laws, decrees, regulations, treaties, and national or international rules governing the activities of ENESA GROUP.

Restricted Lists
Official national or international registries listing individuals or legal entities that are sanctioned or prohibited from contracting with the public sector.

Accounting Books
Formal records that document the organization’s financial and asset movements, reflecting its economic and accounting position.

Business Partners
Individuals or legal entities that maintain a commercial, contractual, or institutional relationship with ENESA GROUP.

Sponsorship
The provision of financial or material resources intended to support institutional, social, cultural, or environmental initiatives, with a legitimate purpose and prior approval.

Politically Exposed Person (PEP)
An individual who holds or has held a prominent public position in Brazil or abroad, as well as their representatives, family members, or close associates, in accordance with criteria defined by applicable legislation.

Integrity Program
A structure composed of policies, procedures, internal controls, training, a whistleblowing channel, and disciplinary mechanisms aimed at preventing, detecting, and responding to misconduct.

Bribe or Facilitation Payment
Any amount, benefit, or gratuity offered with the purpose of accelerating, influencing, or securing the performance of an administrative act or business decision.

Legal Representatives
Individuals formally vested with powers to act on behalf of the organization or third parties, in accordance with constitutive acts or powers of attorney.

Shareholders and Officers
Individuals who hold an ownership interest or perform management functions within the organization, in accordance with its constitutive documents.

UK Bribery Act (UKBA)
United Kingdom legislation that criminalizes and sanctions bribery practices, including conduct occurring outside the UK.

Violations
Any breach of legal, regulatory, or internal rules, including this Policy and other instruments of the Integrity Program.

2 – GENERAL PROVISIONS

2.1 BRAZILIAN ANTI-CORRUPTION LEGISLATION

The fight against corruption in Brazil is primarily governed by Law Nº 12,846/2013 (Corporate Anti-Corruption Law), regulated by Decree No. 11,129/2022, which establishes the administrative and civil liability of legal entities for committing harmful acts against public administration, whether domestic or foreign.

ENESA GROUP also complies with regulations, guidelines, and directives issued by competent oversight authorities, as well as standards established by foreign anti-corruption laws, such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act.

Additionally, ENESA GROUP observes the guidelines set forth in international treaties and conventions aimed at combating bribery and corruption, such as the OECD Anti-Bribery Convention and the United Nations Convention against Corruption, committing to operate in compliance with applicable regulations in the jurisdictions where it conducts its activities.

2.2 COMPLIANCE WITH APPLICABLE LAWS

ENESA GROUP requires that all its operations fully comply with the legal and regulatory standards applicable to its activities, including anti-corruption, competition, contractual, labor, tax, and environmental laws.

Partners, suppliers, consortium companies, and other third parties must comply with the legal provisions relevant to their activities. Non-compliance may result in legal sanctions and contractual measures.

2.3 LIABILITY FOR UNLAWFUL ACTS

The practice of acts of corruption, bribery, or fraud, whether in the public or private sphere, may result in administrative, civil, and contractual liability for the legal entity and, where applicable, for its officers and representatives.

Internally, any indication or report of unlawful conduct will be rigorously investigated. If an irregularity is confirmed, appropriate disciplinary measures will be applied, including termination and, where applicable, communication to the competent authorities.

ENESA GROUP does not tolerate, under any circumstances, practices that violate the law or the principles of integrity that guide its activities.

3 – ANTI-CORRUPTION, BRIBERY, AND FRAUD MATTERS

ENESA GROUP’s operations involve commercial, contractual, and institutional relationships that require a high standard of integrity and control. This chapter establishes specific guidelines aimed at preventing risks of corruption, bribery, fraud, and other unlawful conduct that may compromise the legality of operations or the organization’s reputation.

Any practice involving the offering, promising, payment, solicitation, or receipt of undue advantage, whether directly or indirectly, with the purpose of influencing decisions, obtaining favors, or generating improper benefits, is strictly prohibited, whether in the public or private sphere.

The provisions below establish mandatory standards of conduct, compliance with which is required from all employees, officers, partners, and third parties acting on behalf of or in the interest of ENESA GROUP.

3.1 RELATIONSHIPS WITH THIRD PARTIES

ENESA GROUP values integrity, transparency, and compliance in its relationships with third parties. The selection, engagement, and management of suppliers, service providers, representatives, consultants, consortium companies, business partners, and other third parties must follow technical, reputational, and integrity criteria consistent with the standards of this Policy.

Prior to formalizing any engagement, an integrity assessment proportional to the nature and complexity of the contracted activity must be conducted. During the contractual period, appropriate monitoring of activities must take place to ensure that the third party’s conduct aligns with ENESA GROUP’s legal and ethical guidelines.

It is prohibited to maintain or establish business relationships with third parties that:

Have proven involvement in acts of corruption, fraud, bid rigging, or other serious violations.
Appear on restrictive registries or official sanction lists without prior analysis and formal approval by the competent area.
Refuse to commit to formal integrity obligations or to comply with this Policy.
Structure proposals involving unjustified payments, disproportionate commissions, or services lacking legitimate basis.
Use intermediaries to conceal the destination of funds or the true nature of transactions.

In relationships with third parties, it is prohibited to:

Offer, promise, authorize, or grant undue advantage to a public or private agent.
Request or accept undue advantage in any negotiation.
Make payments intended to influence administrative or business decisions.
Make facilitation payments to expedite procedures.
Offer employment, position, role, subcontracting, or any opportunity as a means of obtaining improper benefit.
Use privileged information to direct contractual outcomes.

Situations involving family ties or close relationships up to the third degree between ENESA GROUP representatives and officers, partners, or managers of the contracting party must be previously reported to the Compliance area for assessment.

The continuation of the business relationship is conditional upon ongoing compliance with legal obligations and the integrity guidelines established by ENESA GROUP.

3.2 INTERACTIONS WITH PUBLIC OFFICIALS

Relationships with public officials, whether domestic or foreign, must be conducted with strict adherence to legality, transparency, and impartiality. Any conduct that may constitute undue advantage, conflict of interest, corruption, or bribery is prohibited.

It is forbidden to offer, promise, authorize, or grant any undue advantage, directly or indirectly, with the purpose of influencing administrative decisions, expediting procedures, obtaining licenses, permits, contract approvals, or any other benefit.

Institutional interactions with public bodies must be conducted in a formal and professional manner. Whenever possible, meetings should involve more than one ENESA GROUP representative, and key points should be documented in minutes or other formal records.

Offering or receiving gifts, presents, hospitality, or any benefit in the context of interactions with public officials should be avoided, even under the guise of courtesy, unless expressly permitted by applicable law and internal policies.

Engagement with public authorities must preserve institutional reputation and ensure full compliance with anti-corruption legislation.

3.3 FREE COMPETITION

ENESA GROUP operates in accordance with the principles of free enterprise and fair competition, fully complying with applicable legislation, especially Law No. 12,529/2011. Competitiveness must be based on technical efficiency, quality, innovation, and operational capability, never on restrictive or unlawful practices.

It is prohibited for ENESA GROUP, its officers, employees, and third parties acting on its behalf to:

Participate in agreements or arrangements with competitors aimed at price fixing, market allocation, production limitation, or bid manipulation.
Coordinate proposals or align commercial conditions with competitors, including through the exchange of sensitive information.
Manipulate documents, simulate competition, or engage in any practice intended to undermine the competitive nature of public or private bidding processes.
Use companies within the same economic group to compromise fairness in competitive processes.
Engage in misleading advertising or practices that distort customer choice.

Interactions with competitors must be limited to legitimate and formal settings, avoiding discussions about prices, commercial strategies, margins, customer allocation, or any information that may compromise competitive independence.

Compliance with competition laws is essential for ENESA GROUP’s sustainable operations and the preservation of its market reputation.

3.4 GIFTS, PRESENTS, AND HOSPITALITY

The offering or receipt of gifts, presents, and hospitality must follow criteria of legitimacy, transparency, and institutional purpose.

It is prohibited to grant or accept any advantage that may influence, or appear to influence, commercial, contractual, or administrative decisions. Such practices must be limited to symbolic institutional items consistent with corporate courtesy.

Cash payments, personal benefits, entertainment, or any advantages that characterize undue favor are strictly prohibited.

Business partners and suppliers are not authorized to offer benefits to ENESA GROUP employees with the aim of obtaining preferential treatment.

Whenever there is doubt regarding the appropriateness of a situation, the Compliance area must be consulted, and the specific ENESA GROUP Gifts, Presents, and Hospitality Policy must be observed.

3.5 DONATIONS AND SPONSORSHIPS

Donations and sponsorships must have a legitimate purpose, with social, environmental, or institutional character, and be based on objective and transparent criteria aligned with ENESA GROUP’s strategic guidelines.

Any contribution intended to obtain undue advantage, influence decisions, or generate personal benefit for employees, third parties, or public officials is prohibited.

Under no circumstances may funds allocated to donations or sponsorships be used to finance unlawful activities or benefit political parties, electoral campaigns, or individuals associated with them, in compliance with applicable legislation.

Sponsorships of amateur football clubs, samba schools, or similar entities that are not aligned with programs formally approved by Senior Management are not permitted.

All donation or sponsorship requests must undergo prior integrity assessment, formal approval by the competent area, and due diligence procedures regarding the beneficiary entity, in accordance with ENESA GROUP’s internal policies.

3.6 ACCOUNTING RECORDS AND FINANCIAL TRANSACTIONS

ENESA GROUP maintains complete and accurate accounting and financial records in compliance with applicable legal and regulatory standards. All transactions must be recorded accurately, reflecting their true nature, purpose, and amounts involved.

Any individual who performs, authorizes, processes, or records financial transactions on behalf of ENESA GROUP is responsible for ensuring tax compliance and the accuracy of entries in the organization’s accounting books and official systems.

Strict compliance with tax legislation and applicable accounting standards is mandatory. Omissions, off-the-books records, improper classifications, result manipulation, or any practice intended to distort financial statements are not permitted. False or incomplete information must not be entered into company records under any circumstances.

Financial statements are subject to structured internal controls and periodic audits. Any operation intended to conceal the origin or destination of funds, as well as the use of accounts, intermediaries, or contractual instruments for purposes other than those actually performed, is strictly prohibited.

The integrity of accounting records is an essential requirement for transparency, governance, and the sustainability of ENESA GROUP’s operations.

4 – DUE DILIGENCE PROCEDURE AND INTEGRITY IN CONTRACTING

ENESA GROUP conducts prior Due Diligence procedures before formalizing business relationships with suppliers, with special attention given to Strategic Suppliers, whose nature, criticality, or operational impact may represent a relevant risk to business continuity, regulatory compliance, or institutional reputation.

The Procurement area, in a centralized manner, is responsible for the qualification and registration, as well as reputational verification of third parties, using electronic screening tools and public databases to identify potential restrictions, sanctions, or relevant occurrences.

The verification may include, where applicable, the identification of any ownership links or relevant relationships with Politically Exposed Persons (PEPs), considering the potential risk of conflicts of interest or regulatory exposure.

If inconsistencies or information that may compromise the integrity of the contracting process are identified, additional clarifications may be requested, the case may be submitted to the Compliance area for analysis, or the contracting may be denied.

Approval in the Due Diligence process is a requirement for contracting and for maintaining the supplier in ENESA GROUP’s active registry.

5 – TRAINING AND COMMUNICATION

ENESA GROUP promotes the continuous dissemination of integrity principles through periodic, mandatory training sessions proportionate to the level of risk associated with each role.

The training programs cover, at a minimum, topics related to the prevention of corruption and bribery, interaction with public officials, gifts and hospitality, due diligence, and the use of the Confidential Channel.

Participation is a requirement for the performance of certain roles and is duly recorded and monitored.

In addition to formal training, ENESA GROUP maintains ongoing communication on integrity through internal campaigns, institutional communications, and regulatory updates.

6 – PERIODIC ASSESSMENT OF INTEGRITY RISKS

ENESA GROUP conducts periodic assessments of risks related to corruption, fraud, conflicts of interest, money laundering, and other unlawful acts that may impact its activities.

The analysis considers the nature of operations, interactions with public authorities, ownership structure, financial volume involved, use of third parties, and other factors relevant to the regulatory and operational context.

The results guide the improvement of this Policy, internal controls, due diligence procedures, and training initiatives.

Assessments are carried out periodically and whenever there are significant changes in the business model, organizational structure, or regulatory environment.

7 – RED FLAGS (WARNING SIGNS)

The identification of red flags is part of the Due Diligence process and the ongoing monitoring of ENESA GROUP’s business relationships. The occurrence of one or more indicators does not, by itself, constitute an irregularity, but requires technical analysis and possible further investigation by the competent area.

Red flags include, but are not limited to:

Refusal to adhere to or comply with ENESA GROUP’s Code of Conduct and Anti-Corruption Policy.
Public history, reputation, or prior involvement in corruption, fraud, cartel, or money laundering practices.
Resistance by a partner company to disclose its ownership structure, ultimate beneficial owners, or control framework.
Requests for payments to third-party accounts, in cash, or in a country different from where the company operates.
Requests for advance payments inconsistent with market practice or prior to proper contractual formalization.
Indication of intermediaries, consultants, or agents claiming influence over public officials or promising facilitation of licenses, approvals, inspections, or releases.
Offering or requesting undue advantage, even if not completed, including money, gifts, hospitality, donations, sponsorships, or job offers to relatives or nominees.
Pressure to expedite contracting, measurements, amendments, or payments without complete documentation, consistent technical justification, or formal approval.
Commercial proposals with values significantly divergent from market standards or disproportionate increases in contract scope relative to actual project needs.
Indications of prior alignment between competitors in bidding processes or competitive negotiations.
Existence of a relevant relationship with a Politically Exposed Person not disclosed or not reported to the Compliance area.
Inconsistencies between contracts, invoices, executed scope, recorded measurements, and financial records.
Disproportionate or unexplained enrichment of employees involved in contracting, as well as the presence of intermediaries or front persons without a clear technical role in business relationships.

8 – ENESA GROUP CONFIDENTIAL CHANNEL

ENESA GROUP provides an independent Confidential Channel, operated by a specialized external company, intended for receiving reports regarding potential irregularities, legal violations, or non-compliance with the Code of Conduct, this Anti-Corruption Policy, and other internal regulations.

The Channel is available to employees, suppliers, clients, consortium partners, business partners, and other stakeholders. The service operates continuously, 24 hours a day, 7 days a week, through the following official channels:

Reports may be submitted anonymously or identified, with confidentiality of information and protection of provided data being fully ensured.

The investigation of reports is conducted independently by the specialized company responsible for operating the Channel, ensuring impartiality, technical adequacy, and confidentiality in handling information. ENESA GROUP’s Ethics Committee monitors reported cases, deliberates on appropriate internal measures, and oversees the implementation of corrective or disciplinary actions when necessary.

ENESA GROUP does not tolerate any form of retaliation against individuals who report concerns or cooperate with investigative processes. Reports proven to be made in bad faith may result in disciplinary or legal measures.

The Confidential Channel is part of ENESA GROUP’s Integrity Program and is an essential tool for strengthening a culture of ethics, transparency, and corporate responsibility.

9 – ACCOUNTABILITY AND PENALTIES FOR NON-COMPLIANCE

Compliance with this Policy is an essential requirement for maintaining any professional or business relationship with ENESA GROUP. Integrity is not only an institutional guideline but a permanent condition for the continuation of any engagement.

Any violation of the rules established herein may result in internal measures appropriate to the severity of the case, including termination of employment or immediate removal from duties, where applicable.

Regarding third parties, suppliers, partners, or consortium companies, violations may result in contract termination, suspension of ongoing contracts, application of contractual penalties, withholding of payments, blocking of payments, and prohibition from future engagements.

Full reimbursement of financial losses, material damages, and any reputational impact suffered by ENESA GROUP may also be required, including the return of any amounts improperly received.

Regardless of internal or contractual measures, the Company may refer the matter to the competent authorities and adopt appropriate administrative, civil, or criminal actions.

ENESA GROUP reaffirms that business relationships will only be maintained with individuals and organizations that operate in compliance with high standards of ethics, legality, and corporate responsibility.

Integrity is a non-negotiable principle in all ENESA GROUP operations.

SIGNATORY OF THE BUSINESS PACT FOR INTEGRITY AND AGAINST CORRUPTION