Vision

“To be recognized as a reference in smart and innovative logistics solutions”

Mission

“To connect people and businesses through smart and accessible logistics solutions, transforming ideas into successful achievements”

Values

“To practice transparency, ethics, and equality in socio-environmental policies, preserving the sustainability of the business and valuing people through diversity and encouraging freedom of expression.”

SCOPE

The rules and guidelines established in this Code/Regulation apply to all employees of Phoenex Cargo Agenciamento de Carga Aérea Ltda. (PHX), without distinction of role, profession, hierarchical level, or any other kind.

TABLE OF CONTENTS

PART 1 – CODE OF CONDUCT AND ETHICS

I. Objectives
II. Basic Principles
III. Conflict of Interests
IV. Anti-Corruption
V. Anti-Money Laundering
VI. Responsibility for Observing Rights and Mutual Respect
VII. Responsibility for Compliance with this Code

PART 2 – COMPLIANCE, ANTI-CORRUPTION, AND INTEGRITY POLICY

I. Objective
II. Definitions
III. Compliance Policy Guidelines
IV. Communications and Reporting Channels
V. Investigation and Response to Received Reports
VI. Final Provisions

PART 1 – CODE OF CONDUCT AND ETHICS

I. OBJECTIVES

1.1. Establish rules of conduct between PHX and its Employees, Contractors, and Third Parties to increase work efficiency, improve relationships with clients, suppliers, and partners, as well as preserve and develop its image in the market and society.

1.2. Raise awareness among employees about the importance of having ethical, dignified, and committed conduct, always acting, in the performance of their duties, in accordance with legal determinations and rules, regulations, standards, and procedures, both external and internal, as well as with the standards and values established by PHX.

II. BASIC PRINCIPLES

The principles that guide this code are directly associated with our values and objectives. PHX’s growth is based on a trajectory of success and achievements as a solid and reliable organization.
Our principles are:

• Customer Satisfaction;

• Commitment to the quality of services provided;

• Appreciation of human capital;

• Exemplary conduct.

III. CONFLICT OF INTERESTS

3.1. Our employees, regardless of their roles, in the performance of their duties, must:

• Avoid engaging in situations of conflict of interest, not allowing their own personal or financial interests to prevail over PHX’s interests;

• Meet the high level of trust that PHX places in its integrity policy;

• Make decisions based on honesty, respect, and integrity.

IV. ANTI-CORRUPTION

4.1. PHX is fully committed to complying with Law No. 12.846/2013, known as the Anti-Corruption Law, which deals with the administrative and civil liability of legal entities for acts against national or foreign public administration.

4.2. Corruption can be understood as the use of power or authority to misuse public money or obtain an advantage for oneself or others. In other words, corruption means offering, receiving, promising, or granting any kind of advantage to anyone as an incentive to act dishonestly.

4.3. Thus, in its relationship with clients, suppliers, partners, and government agencies, the conduct of PHX employees must be governed by the following characteristics:

It is expressly forbidden for all PHX employees to:

• Make and/or receive any improper, questionable, informal, or illegal payments from the public or private sector, as well as to favor, by granting undue benefits or outside usual commercial practices, certain clients and suppliers to the detriment of others;

• Offer, give, or promise any privileges, gratuities, or advantages to public officials or equivalents to perform, omit, delay, or influence an official act;

• Request or receive, directly or indirectly, any privileges or advantages from public officials because of their position or function;

• Subsidize, directly or indirectly, public agents, political parties, or candidates for political office under the perspective of compensation of any nature, for themselves or for the company;

• Receive gifts, presents, gratuities, or any type of benefit from clients or suppliers, except for items of small value. PHX considers as gifts those containing the logo of the offering company and of small value, not exceeding the maximum amount of R$ 100.00 (one hundred reais). In any case, the fact must be immediately reported to their direct supervisor for the adoption of any necessary measures, if applicable;

• Offer gifts and presents or pay for trips and entertainment for public employees or agents;

• Make, offer, or accept favors with the intention of obtaining or maintaining, illegally and unethically, contracts, licenses, and/or government approvals.

In processes related to the contracting of suppliers and service providers, a qualification procedure must be carried out to identify any risks that may harm PHX’s interests.

In the event of an inspection at PHX, the responsible internal areas must provide all necessary information to the inspecting agents, supporting them in resolving any doubts that may arise and granting access to the requested documents. Everything must be formalized and supported by the Legal Department.

4.4. PHX respects free competition and does not engage in practices of cartelization, price-fixing, industrial espionage, or any other action that interferes with free competition.

V. ANTI-MONEY LAUNDERING

5.1. PHX is fully committed to complying with Law No. 9.613/1998, amended by Law No. 12.683/2012, which addresses the crimes of “money laundering” or concealment of assets, rights, and values; the prevention of the use of the financial system for the crimes set forth in this Law; establishes the Financial Activities Control Council – COAF; and provides other measures.

5.2. Money laundering is understood as commercial or financial operations that aim to incorporate resources, assets, or values of illicit origin.

VI. RESPONSIBILITY FOR OBSERVING RIGHTS AND MUTUAL RESPECT

6.1. Employees, suppliers, and service providers must:

• Base their actions on mutual respect, teamwork, and transparency, with no tolerance for any type of prejudice or discrimination based on ethnicity, origin, sexual orientation, political or religious conviction, or any form of harassment, including moral or sexual harassment;

• Ensure the conservation and proper use of PHX’s assets;

• Strive to anticipate and meet customer needs through products and services, working with a high level of quality.

6.2. PHX is fully committed to complying with Law No. 12.529/2011, which deals with the prevention and repression of offenses against the economic order. Therefore, the competitiveness of the services it provides and markets is the differentiating factor that drives it to always stay ahead of competitors and must be exercised based on fair competition. Comments or actions that could directly or indirectly affect the image of our competitors are not permitted.

VII. RESPONSIBILITY FOR COMPLIANCE WITH THIS CODE

7.1. The application and success of this Code of Conduct and Ethics depend on the effort of each person in complying with the principles written here. Each employee is responsible for their own conduct and has the obligation to report any violation of this Code.

7.2. No employee may claim ignorance of the guidelines contained in this Code, under any circumstance or argument.

PART 2 – COMPLIANCE, ANTI-CORRUPTION, AND INTEGRITY POLICY

I. OBJECTIVE

1.1. This Policy aims to ensure ethical and moral conduct, the solidity, sustainability, and continuity of PHX’s business by adopting procedures and behaviors that ensure PHX remains in compliance at all times. Thus, violations of the guidelines present here, as well as Law No. 12.846/13 and other legal provisions related to corruption, will be duly investigated and, if the violation is proven, the appropriate disciplinary and legal measures will be applied.

1.2. In the case of violations committed by internal PHX employees, penalties include warnings, suspensions, dismissal, and other sanctions provided for by law, to be applied by the Company’s Management.

1.3. Violations committed by third parties are subject to fines, contract termination, and legal action, depending on the severity of the infraction.

II. DEFINITIONS

2.1. Being in compliance means being in accordance with legislation, regulations, standards, and procedures, both external and internal, and with corporate principles that guarantee the best market practices and Corporate Governance, aiming to mitigate the risk of “Non-Compliance.”

2.2. The risk of “Non-Compliance” is defined as the risk of compromising the integrity of PHX and its affiliated and/or controlled companies due to non-compliance with applicable legislation and regulations, whether national or foreign, as well as external or internal standards, which may lead to legal and/or regulatory sanctions, or even financial losses and reputational and/or image damage.

2.3. The Compliance Policy is a program that aims to prevent and/or identify conduct that is not in compliance with rules (legislation, regulations, standards, and procedures, both external and internal), identifying risks and/or causes and acting preventively and/or correctively, also promoting a culture that encourages compliance with established rules and ethical conduct, guided by the principle that “doing the right thing is the best.”

III. COMPLIANCE POLICY GUIDELINES

3.1. Our Compliance Policy has the following basic guidelines:

• Disseminate the principles, guidelines, and conduct established in PHX’s Code of Ethics and its controlled and/or affiliated companies;

• Promote high standards of integrity and ethical and moral values by spreading a culture that highlights the importance of compliance within PHX and its controlled and/or affiliated companies;

• Protect the reputation of PHX and its controlled and/or affiliated companies, maintaining the trust of partners, clients, employees, and society in general;

• Ensure full access to any information, initiating or accompanying investigations whenever something is not aligned with the compliance policy;

• Maintain high standards of integrity and ethical and moral values through a culture that emphasizes and demonstrates to all employees the importance of Compliance in all business aspects;

• Ensure compliance with applicable laws and regulations issued by national and foreign agencies and adherence to the internal policies, standards, and procedures established;

• Guarantee an internal control structure that leads to an understanding of the main risks arising from internal and external factors faced by the company, ensuring that they are identified, assessed, monitored, controlled, and mitigated efficiently and effectively;

• Keep the Compliance Program aligned with best practices, which must be periodically reviewed and updated to promptly correct any identified deficiencies, ensuring its effectiveness and efficiency;

• Align the Compliance Program with the company’s established objectives and the periodic review of business strategies and instituted policies;

• Ensure the assignment of responsibilities and delegation of authority, respecting the hierarchical structure established by the company, guaranteeing appropriate segregation of duties in order to eliminate conflicting responsibilities and reduce and monitor, with the required independence, potential conflicts of interest in the areas;

• Ensure the consistency and timeliness of information that is relevant for decision-making or that affects the company’s activities through a reliable, timely, understandable, and accessible communication process for both external audiences and employees;

• Maintain control and contribute to the efficiency and improvement of the company’s Compliance environment tools, namely:
  – Code of Conduct and Ethics;
  – Individual Employment Contract.

• Regularly carry out communication and training processes regarding this Policy, its related procedures, as well as the Code of Ethics and other Compliance documents for all interested parties;

• Ensure the preparation of reports to be reviewed and approved, at least semi-annually, by the Executive Board.

IV. COMMUNICATIONS AND REPORTING CHANNELS

4.1. Reports of alleged violations will be treated with total confidentiality, with actions based on the principle of sufficient information and according to circumstantial needs.

4.2. Notwithstanding the principles of “Conduct and Ethics,” we encourage employees to report any alleged violations of this policy, including questionable matters related to all areas of the company. Reports may be directed to:

• The Whistleblower Channel; or

• Their immediate supervisor.

4.3. PHX provides the email sac@phxservices.com and the phone number +55 11 2408-4302 for any reports. Concerns related to compliance with PHX’s guidelines will be investigated.

4.4. There will be no discrimination or retaliation against any employee who reports, in good faith, a suspected violation of this Compliance, Anti-Corruption, and Integrity Policy.

4.5. PHX GUARANTEES CONFIDENTIALITY THROUGHOUT THE ENTIRE PROCESS AND ENSURES THAT THERE WILL BE NO RETALIATION AGAINST THE REPORTING PARTY UNDER ANY CIRCUMSTANCES.

V. INVESTIGATION AND RESPONSE TO RECEIVED REPORTS

5.1. All received reports will be investigated according to specific rules and procedures for this purpose. Such investigation:

• Will be carried out by an internal or external investigator, depending on the severity or the need for specialization in the investigation;

• Must be limited to fact-finding, fully determining whether there was misconduct, who was involved, and under what circumstances; and

• Will always be independent and based on facts and data.

5.2. The main objectives of the investigation are: risk mitigation; identification of improvement opportunities; protection of the company’s image; and clarification of the facts.

5.3. PHX will not disclose the details and decisions resulting from the investigation process. A summary may be communicated regularly, including key statistics related to investigations, such as the number of reports, types, outcomes, and sanctions applied. This point will also be defined in a specific regulation to be prepared during the implementation of the Compliance Program.

5.4. Furthermore, periodic evaluations will be carried out to identify issues that were addressed but continued to occur (“chronic problems”) and opportunities identified through the acquisition of new knowledge and the development of the policy itself. These evaluations will be conducted by PHX’s senior management and subsequently implemented and assessed for effectiveness.

VI. FINAL PROVISIONS

6.1. A Compliance Policy does not guarantee that laws, regulations, and procedures are followed. This can only be achieved when each PHX employee and its controlled and/or affiliated companies comply with laws, regulations, and procedures when performing their tasks, every day.

6.2. For this reason, it is of fundamental importance that everyone understands the importance of this program and dedicates themselves to their work, performing it with ethical conduct. In this way, we will consolidate a winning CULTURE at PHX.

6.3. We declare that this document is a true copy of the Compliance, Anti-Corruption, and Integrity Policy of PHX approved at the Executive Board Meeting held on September 15, 2017.