Corporate Code of Ethics and Conduct

CORPORATE CODE OF ETHICS AND CONDUCT
METALFRIO SOLUTIONS S.A.

Corporate Policy Management

 

1. Message from the Administration

Metalfrio Solutions S.A. (“Metalfrio” or “Company”) is a global Brazilian company, among the world leaders in the commercial refrigeration sector. With a complete portfolio of products, it meets the needs of the most diverse types of establishments, taking the best technology, durability and lower energy consumption for you and your business.

Strategic partner of the biggest food and beverage brands, Metalfrio offers customized merchandising tools, from idea conception, through design, through manufacturing to distribution and after-sales.

This expertise, acquired over more than 60 years, is present in every detail of the product line, helping regional brands and commercial establishments to benefit from maximum efficiency, low maintenance, reduced operating costs and lower energy consumption.

With one of the largest industrial parks installed in Latin America, we are close to our customers to help leverage sales with lower operating costs and guaranteed technical assistance, wherever you are.

Metalfrio expects all its employees and other representatives who become aware of this Code to act in accordance with the highest standards of personal and professional integrity in all aspects of their activities and to comply with all laws, rules, regulations and policies.

This Corporate Code of Ethics and Conduct is intended for all Metalfrio managers and employees, regardless of hierarchical level.

By being part of Metalfrio, each of us becomes responsible, not only for our own behavior, but for the impacts it will have on Metalfrio, including before the law.

Failure to comply with this Corporate Code of Ethics and Conduct or any other rules and policies may lead to the application of sanctions, including the immediate termination of the employment contract. Furthermore, breaking the law may result in civil or criminal punishment for you, your superiors and Metalfrio.

2. Mission, Vision and Values

2.1 Our Mission

Offer innovative refrigeration solutions, products and services and promote the sales of foods and drinks around the world.

2.2 Our Vision

By 2025, we will consolidate our global leadership in the sector and achieve the best profitability rates in our history.

2.3 Our Values

• Respect for people,
• Focus on the client,
• Sense of urgency,
• Autonomy and Responsibility,
• Ethics and Transparency,
• Commitment to sustainability
• Innovation oriented to results

2.4 Our Story

Metalfrio operates in the commercial plug-in refrigeration market, with leadership, production capacity, innovation, commitment and reliability, and built a strong partnership relationship with its customers in more than 60 years of operation.

We are a global company that gathers expertise, technology and flexibility, always close to our clients and our customers’ customers. Metalfrio’s customers are the main global and regional beverage, ice cream, food and retail trade brands, offering customized solutions that make a difference in the display of the most varied products at the point of sale. Metalfrio brings together different commercial refrigeration brands – Metalfrio, Derby, Caravell and Klimasan – to meet different needs and markets. With the most complete portfolio of commercial refrigeration products, Metalfrio is today one of the largest refrigeration companies in the world and continues to grow as a result of a strong expansion policy.

With a production capacity of 1.5 million units per year, it is present in practically all continents, with 4 strategically located industrial units (Brazil, Mexico, Russia and Turkey), producing equipment with the most advanced technology and a global distribution structure in more than 80 countries.

3. Human Rights

We are committed to conducting our business consistently and in accordance with the Universal Declaration of Human Rights. Therefore, we do not accept any act that violates fundamental rights. They include the right to life, liberty, freedom of opinion and expression, work, education and respect for diversity.

For this reason, Metalfrio encourages its employees to:

• Treat all people with respect and politeness, without distinction;
• Offer fair and healthy conditions for daily work, respecting and valuing the diversity present at Metalfrio, in all its aspects;
• Hire, train, promote, recognize and reward employees based on their technical capacity, deliveries, experience and conduct, both internally and externally, indiscriminately;
• Respect and listen to the opinions of others, even if they are different from ours, valuing each one’s skills and experiences;
• Respect is one of Metalfrio’s values, as a way of maintaining a good working environment and good coexistence between people;
• Do not be omissive. If we witness any situation of disrespect for human rights and diversity, we must report it to the Whistleblower Channel. Metalfrio is in line with the UN Guiding Principles on Business and Human Rights (UNGPs).

3.1 Labor Analogous to Slavery

In accordance with Article 149 of the Brazilian Penal Code, we repudiate any form of labor analogous to slavery. Thus, it is established that Metalfrio is responsible for ensuring that all employees employed directly or indirectly have the minimum conditions guaranteed by labor legislation, rules and regulations related to occupational safety and health, trade unions, in addition to periodically adjusting their salary tables and the surveys of benefits offered by the market in order to guarantee that the remuneration is adequate and fair for the services provided.

3.2 Child Labor

Child labor is the employment of children and adolescents in any work that deprives them of their childhood and interferes with their ability to attend school regularly and is considered psychologically, physically, socially or morally dangerous and harmful to healthy development, according to the Federal Constitution: Arts. 7, item XXXIII and 227 and the Consolidation of Labor Laws – CLT: Decree-Law No. 5.452/43.

Thus, it is established that Metalfrio is responsible for ensuring that there will be no direct or indirect hiring of children and adolescents under 18 years of age, with the exception of those hired through the Young Apprentice Program.

3.3 Gender Equality and Diversity

Diversity is the gathering of everything that presents multiple aspects and that are different from each other. Diversity is valued and encouraged by Metalfrio, which is committed to recruiting, hiring, training, promoting and the like that treats candidates and employees fairly and free from any discrimination based on ethnicity, religion, color, nationality, age, gender, disability or other factors do not promote diversity within the Metalfrio workforce.

Promotions and recognition at Metalfrio are guided by fairness and merit based on the performance presented. In addition, Metalfrio is committed to offering equal opportunities in compliance with the spirit of all laws related to fair employment practices and nondiscrimination, and any and all discrimination is incompatible with our values and our objective of ensuring a respectful, professional and dignified work environment. Metalfrio promotes a work environment where diversity is welcomed and differences are valued and respected. We repudiate any acts of discrimination, harassment or intimidation committed by or against a manager, co-worker, customer, supplier or visitor, whether based on ethnicity, gender, gender identity or expression, color, creed, religion, origin, nationality, citizenship, age, disability, sexual orientation, culture, ancestry, socioeconomic status or any other personal characteristic protected by law, as they are completely incompatible with our values and our objective of ensuring a respectful, professional and dignified work environment. Whenever possible, Metalfrio will create opportunities for hiring and developing different types of people and will act strategically to include minority groups in society in its staff.

4. Compliance with Laws and Regulations

The success of any company depends on its reputation. Metalfrio relies on employees and business partners to consistently do the right thing, in the right way, thus preserving its good reputation, being basic principles of the Company to be observed by these employees and partners:

• Compliance with the laws and the legal system is a fundamental principle of Ethics, which is one of Metalfrio’s values.
• Know and comply with all laws, regulations and internal policies applicable to its activities, including, without limitation, laws and regulations that provide for the fight against corruption and the protection of Metalfrio’s confidential information.
• Do not violate applicable laws, especially violations punishable by fines, custodial sentences or any other sanctions. There are no excuses or pressures to justify not complying with a law.
• Do not request, even if implicitly, from employees, consultants, representatives or subcontractors to violate the law.
• In the event that Metalfrio’s internal policy and/or internal regulations are stricter than the local legislation, the employee will be required to respect Metalfrio’s strictest standards.

On the other hand, if, by chance, a provision expressed in this Corporate Code of Ethics and Conduct or another internal Metalfrio policy conflicts with a legal obligation, the employee must comply with the law.

5 Individual Responsibilities

5.1 Fight against Corruption

In accordance with Law no. 12,846/13, regulated by Decree 11,129/2022 (“Clean Company Law” or “Anti-Corruption Law”), we repudiate any and all forms of corruption or any gratification, at all levels. Therefore, do not accept, offer or promise payment, gifts, gratuities or benefits directly or indirectly to any type of public official, their family members or advisors, vendors, customers or partners.

If we are questioned by a public agent or government entities, suppliers, customers or partners, about situations that can be understood or characterized as corruption, we must direct them to the person in charge of the unit and not answer any of their questions, because only previously authorized persons can communicate with these agents.

5.2 Robbery and Theft

Theft is characterized when there is no physical contact, violence or serious threat to obtain the property of a person or institution. Robbery is determined when there is threat, aggression and physical contact, with the use of a weapon or not, that make it impossible for the victim to resist.

ATTENTION: In any cases involving robbery or theft of assets and resources, which occur on Metalfrio’s premises, the Internal Audit, Human Resources and Legal departments must be contacted immediately to initiate investigations.

5.3 FRAUD

We trust people and understand that it is everyone’s responsibility to ensure Metalfrio’s integrity. Therefore, we do not tolerate the conduct of people who, in the exercise of their functions, aim to obtain gains for themselves, for third parties or for Metalfrio itself through fraud.

5.4 CONFLICT OF INTEREST

In your day-to-day activities, you must act in full knowledge, in good faith, and in the honest conviction that the action was taken in the best interest of Metalfrio. Metalfrio expects its employees to avoid any activities, investments, interests or associations that may interfere with the exercise of their professional functions, or that interfere with the interests of Metalfrio and its shareholders as a whole. Conflicts of interest can arise in many situations. They most often occur when Metalfrio employee or members of their family obtain some personal benefit through the use of the Metalfrio name. Conflicts of interest can limit individuals’ ability to make management decisions, so here are some of the most common conflict of interest situations:

5.4.1 Financial Interests

No employee may have any type of financial interest, whether direct or indirect, with any Metalfrio vendor, customer, or competitor; or in any business or transaction involving Metalfrio, without such conflict being duly informed in the Declaration of Conflicts of Interest. Also, all Metalfrio employees are prohibited from participating as employees, managers, partners, owners or consultants – unless representing Metalfrio itself – of partner companies (customers, vendors, etc.) or Metalfrio competitors. In addition, Metalfrio discourages employees with full-time work from seeking or accepting to participate in activities or directorships in other companies of any nature, except for those of the same economic group.

5.4.2 Business with Relatives
No employee may participate in any commercial transaction on behalf of Metalfrio involving a relative, whether by blood or affinity, or a company with which their relative has a direct relationship, without this fact being communicated in advance. Likewise, the employee must notify his/her manager about commercial relationships or proposed transactions that Metalfrio may have with companies in which he/she or a person close to him/her has direct or indirect interests.

5.4.3 Differentiated Treatment

The employee and their family members should not receive preferential treatment in relation to the services provided by Metalfrio. Likewise, one should not receive differentiated treatment from vendors. Every employee must be aware of activities, interests or relationships that may or appear to interfere with their ability to act in the best interest of Metalfrio and its customers.

5.4.4 Use of Metalfrio Properties
The employee may not use Metalfrio’s properties and services for his/her personal benefit, unless the use has been duly approved, nor may he/she conduct personal business during working hours or using Metalfrio’s facilities and equipment for this purpose.

5.4.5 Corporate Opportunities
The employee cannot take for a potential opportunity for Metalfrio discovered in the course of work for themselves, in the representation of Metalfrio or through the use of Metalfrio’s properties, information or positions. Furthermore, they must never compete against Metalfrio. Any exception to the above rules must be approved by Metalfrio’s Ethics Committee. In the event of any conflict of interest, the employee must immediately inform their conflict. He must also abstain from discussions and eventual decisions and his direct superior must be informed so that he can make the appropriate decision, with the purpose of taking care of Metalfrio assets, its customers, shareholders, investors and other related parties If there is any doubt regarding the occurrence of any specific act or situation that represents or appears to represent a conflict of interest, or if there is a suspicion of the existence of a possible conflict of interest, the employee must inform his/her direct superior before making a decision.

5.5 Declaration of Conflicts of Interest
Upon receipt of this Corporate Code of Ethics and Conduct, each employee must complete the “Declaration of Conflicts of Interest”, sign it and deliver it to the Human Resources Department. This declaration must contain any and all direct or indirect links (through relatives or people close to them) with partner companies (customers, vendors and the like) or competitors. In the case of employees at managerial level or above, the “Declaration of Conflicts of Interest” must be updated annually. For other employees, an update of the “Declaration of Conflicts of Interest” is only necessary if a new conflict occur or a previously declared conflict no longer exists. The omission of any conflict of interest will be considered a violation of this Corporate Code of Ethics and Conduct and will be subject to sanctions, including dismissal. It is part of the ethical relationship to act and make decisions, inside and outside the company, that are aligned with Metalfrio’s values and interests. It is the duty of those who have a relationship with Metalfrio to express any and all situations that may give rise to a conflict of interest. It also includes direct or indirect investments in companies that will provide or provide services to Metalfrio and any type of business involving related parties. Thus, if you are in any conflict situation, this must be communicated promptly through the Metalfrio Ethics Channel.

6. ETHICS IN SOCIAL RELATIONS

6.1 Relations with Government Entities

Any and all interactions or communications with public agents or government entities must be conducted in a transparent manner, in accordance with the ethical principles established in this Code of Conduct, as well as in compliance with applicable laws and regulations, in order to ensure the construction of integrity and contributory relationships.

In this context, Metalfrio repudiates and does not tolerate acts of corruption, whether by its managers, employees or even third parties. All Metalfrio activities must be conducted in compliance with all the values and principles described in this Corporate Code of Ethics and Conduct, and the following practices are prohibited:

• promise, offer or give, directly or indirectly, an undue advantage to a public agent, or a third party related to them. In this sense, no gift or payment may be offered to government entities or public agents, with the objective of obtaining benefits, advantages, agreements or favorable actions from such bodies;
• finance, fund, sponsor or in any way provide financial assistance for the practice of illegal acts provided for in the Brazilian anti-corruption legislation;
• use an individual or legal entity to hide or disguise their real interests or the identity of the beneficiaries of the acts performed;
• frustrate or defraud, by means of an adjustment, combination or any other expedient, the competitive nature of a public or private bidding procedure, or any contract arising therefrom;
• exclude or seek to exclude bidders in any type of competitive process, through fraud or offering an advantage of any kind;
• fraudulently or irregularly create a legal entity to participate in public or private bidding or enter into an administrative contract; and
• hinder the investigation or inspection activity of public bodies, entities or agents, or intervene in their performance, including within the scope of regulatory agencies and inspection bodies of the national financial system.

Any violation of this Corporate Code of Ethics and Conduct that originated in an act of corruption will subject the violator, in any case, to the termination of their contract or relationship with Metalfrio, without prejudice to the actions for reimbursement of possible losses caused to Metalfrio.

6.2 Press Relations

Only individuals who are duly authorized (Marketing and Investor Relations) by the Company are allowed to make representations, give interviews or provide information to the press about Metalfrio, either in writing or verbally.

6.3 Public Relations

Metalfrio expects its employees to commit to treating their customers, suppliers, competitors and other company employees impartially at all times, using common sense and ethical values.

6.3.1 • Use of Metalfrio’s Name, Facilities or Relationships
The use of Metalfrio’s name, logo, facilities and relationships to obtain personal benefits or for third parties is prohibited. Its eventual use in any situation, including charitable actions or unpaid work, must be previously authorized by Metalfrio’s Marketing Department.

6.3.2 • Media Interactions and Public Appearances
All media requests related to Metalfrio must be forwarded to Metalfrio’s Marketing Department, and only duly trained and authorized persons may speak on behalf of Metalfrio, that is, provide materials for publication, assist journalists, give interviews, etc. If a media professional makes direct contact with you, refer this person to Metalfrio’s Marketing Department. Before participating in events as a speaker, publishing any materials in written or electronic format that mention Metalfrio (operations, customers, employees, services, etc.), you must obtain approval from your manager and Metalfrio’s Marketing Department.

6.3.3 • Activity in Social Media
Metalfrio respects freedom of expression laws and does not intend to prevent any of its employees from expressing themselves freely; however, the use of social media must be done consciously and responsibly, so as not to affect the image and reputation of Metalfrio or their own. Both during working hours and during leisure time, both inside Metalfrio’s premises and outside of it, employees should reflect on how their performance on social media can affect Metalfrio’s image and reputation in the market. Making pejorative comments or complaints about Metalfrio, the direct superior or coworkers shows disrespect and can cause discomfort and disturb the professional environment. Giving information about Metalfrio’s internal processes or its employee activities can be characterized as a leak of confidential information and generate several losses for Metalfrio, including loss of competitive advantage and legal claims from its customers. When using social media, all Metalfrio employees must act in a way that is consistent with their work and reputation, and in a way that does not affect Metalfrio’s image and does not transmit information that only belongs to the business environment.

6.4 Relations with Customers and Vendors
All contracts between Metalfrio and its customers and vendors must be formalized in writing and must contain rights, responsibilities, price, charges, term, and other provisions eventually necessary. Business transactions and contracts must be carried out solely and exclusively for the best interests of the Company. No employee may, directly or indirectly, benefit from their position as an employee or from any sale, purchase or any other Company activity. Employees must avoid situations that involve a conflict or even the emergence of a conflict between their duty to the Company and their particular interest. No employee who interacts with people or organizations conducting or seeking business with the Company, or who makes recommendations with respect to such dealings, must:

• Act as an officer, director, employee or consultant; or
• Have a substantial interest in any Company competitor, or any organization conducting or seeking business with Metalfrio. “Substantial interest” means an economic interest that could or is likely to influence a decision or action, but must not include an investment representing less than 5% of a class of shares or interest in a limited liability company. All employees must complete the Conflict of Interest Questionnaire attached to this Corporate Code of Ethics and Conduct.

In addition, no employee who interacts with people or organizations that conduct or seek business with the Company, or who makes recommendations with respect to such dealings, must:

• Have any direct or indirect personal interest in any business transactions with Metalfrio (other than routine purchases, by the employee, of the company’s products and services, as a consumer, or transactions where interests arise exclusively because of the work relationship or holder of bonds or securities);
• Provide communication services or equipment or information, either directly or as a reseller, in a way that would put Metalfrio’s objectivity or integrity into question. Our policy is that employees will not conduct business on behalf of Metalfrio with a close friend or relative; however, if these transactions do occur, they must be reported in the Conflict of Interest Questionnaire.

This Corporate Code of Ethics and Conduct is equally applicable to each employee’s immediate family, which normally includes the employee’s spouse, children and their spouses, father, mother, and siblings and those who share their home.

6.5 Gifts, Entertainment and Hospitality Benefits

6.5.1 Concepts and Definitions
“Promotional Gift” is an object that bears the logo of the company being offered for advertising purposes. The Promotional Gift has no commercial value and therefore cannot be resold. “Gift” is an object that has no direct relationship with the business of the company that is offering it, nor does it have any visual identification with it. The gift has commercial value and therefore can be resold. For purposes of this Corporate Code of Ethics and Conduct, the term “Gift” also includes entertainment, travel and events.

6.5.2 Offer and Grant
Metalfrio qualities to win and retain customers and gain space in the market are the quality and price of services and products, and it is strictly prohibited for any Metalfrio employee to make any payment or offer any other type of advantage – directly or indirectly – to individuals who work for Metalfrio’s current or potential customers, vendors or other business partners in order to obtain or retain business, or any other advantage or favor. Gifts to employees of business partners or customers must be chosen according to criteria that do not give rise to any appearance of improbity or bad faith in the beneficiary and must respect the limits established in item 6.5.4 below. In case of doubt, please ask the beneficiary to ask for the authorization of his/her immediate superior, before receiving the gift. When concluding business with consultants, intermediaries, agents or third parties in a comparable situation, employees must ensure that they also do not offer or grant any unjustified advantage. Promotional Gifts, as defined above, may be offered indiscriminately.

6.5.3 Demand and Receive
No Metalfrio employee should take advantage of their position to demand, accept, seek to obtain or promise advantages. In general, no Metalfrio employee may accept Gifts or anything else of value from customers, vendors or other current or potential partners of Metalfrio. Such a circumstance may lead to believe that your judgment about the business may be influenced or compromised. Likewise, the employee must not allow a family member to accept such Gifts or anything else of value. Under no circumstances is it allowed to accept Gifts in cash or equivalent (credit cards, gift cards, vouchers), provided that Promotional Gifts, as defined in this Corporate Code of Ethics and Conduct, may eventually be accepted. Invitations to lunches, dinners and entertainment related to a specific or usual purpose, as long as the donor/person who made the invitation is present, may also be accepted from time to time. If you have any doubts about accepting a Promotional Gift, invitation or other prize, discuss it with your immediate superior or with Metalfrio’s Compliance Department before accepting it.

6.5.4 Limits and Exceptions
As a general rule, no Metalfrio employee may offer or receive gifts or entertainment from current or future business partners. However, in order to maintain good relationships with customers or other partners, Gifts or entertainment may be given or received up to an annual limit of US$50.00 (fifty US dollars) per person. That is, each employee can only accept gifts from different sources up to the accumulated limit of US$50.00 (fifty US dollars) throughout the year. Likewise, each representative of a Metalfrio partner or customer can only be offered Gifts, throughout the year, up to the maximum accumulated limit of US$50.00 (fifty US dollars). If, in any situation, a Metalfrio employee is offered a Gift worth more than US$50.00 (fifty US dollars), the employee should kindly thank them, but refuse it, explaining that Metalfrio’s Corporate Code of Ethics and Conduct does not allow the Gift to be received. If, in order to preserve a good relationship with the partner or client, it is not possible to refuse the Gift, it must be received and forwarded to the Metalfrio Compliance Department, which will arrange its destination together with the Human Resources Department.

6.6 Employ Relatives
Metalfrio agrees to hire people who have a degree of kinship with its employees, as long as it is of knowledge prior to the hiring process, given that, during the entire employment relationship, those involved will not be able to work in the same area and/or maintain any direct (immediate manager) or indirect (hierarchical level higher than the immediate manager relationship, within the same board), in addition to putting themselves in situations that may give rise to judgment or favoritism actions between those involved. A kinship relationship one that unites 2 (two) or more people by blood ties (descent / ancestry) or by affinity. Therefore, the following are relatives:

• by consanguinity: father, mother and children; siblings and grandparents; uncles, nephews, great-grandparents and cousins; and
• by affinity: husband or partner and wife or partner; father-in-law, son-in-law and daughter-in-law, brother-in-law, stepfather, stepmother and stepchildren. The job applicant is fully responsible for providing such information, registering and signing the “Declaration of Kinship” with the Human Resources Department. All Metalfrio employees must sign the “Declaration of Kinship” upon receipt of this Corporate Code of Ethics and Conduct and deliver it to the Human Resources Department, and whenever the content of the already signed declaration changes, it is the professional’s responsibility to seek the Human Resources Department to complete and sign a new statement. Exceptions must be sent to the Human Resources Department, which it deems necessary will forward it to the Ethics Committee for evaluation and approval.

6.7 Fair Competition
The Company supports competition based on quality, service and price. We will conduct our business honestly, directly and fairly. To ensure compliance with competition laws and our fair competition policy, employees must not:

• Deal with competitors on any matter directly involved in the competition between us and the competitor (e.g. sales price, marketing strategies, market actions and sales policies).
• Enter into an agreement with a competitor to restrict competition through price combination, market division or other means.
• Arbitrarily refuse to deal with or purchase goods or services simply because they are our competitors in other areas of activity.
• Make purchasing with us a condition of purchasing from a person or organization.
• Demand that customers accept from us a service they don’t want, just so they can get what they want.
• Do industrial espionage, or commercial bribery.
• Employees must be accurate and truthful in all customer relationships and take care to faithfully represent the quality, characteristics and availability of the company’s products and services.

6.8 Employment Outside the Company
Employees may be employed outside the Company as long as they do not meet the following conditions:

• In any business that operates in competition with Metalfrio, or provides services to the Company or its subsidiaries, and/or;
• In a way that would affect their objectivity in fulfilling their responsibilities at the Company, and/or;
• Where employment outside of Metalfrio would conflict with agreed hours, including overtime, or the performance of any Metalfrio project or work. Employees may not use Metalfrio’s materials, information or other assets in connection with employment outside the Company.
• Any situation of possible conflict of interest on the part of an employee, manager, administrator, must be immediately informed about professional or private conflict of interest, to their immediate superior and the Compliance Department for analysis and guidance. In case of confirmation of a conflict of interest, the Ethics Committee will be involved for analysis and approval. If the employee involved does not make the communication, any other person who is aware of the fact can do so in his/her place.
• For which reason we cannot carry out activities such as buying and selling products (cosmetics, food, clothing, etc.) or offer and contract services within Metalfrio’s premises. When we sell products and services, regardless of the branch or sector, we can create, without realizing it, situations of conflict with other employees, when collecting a debt, questioning about an undelivered product, among other embarrassing situations that can impact the work environment. In addition, Metalfrio cannot guarantee the origin and safety of products sold clandestinely within its facilities.

6.9 CVM SILENCE PERIOD
The Silence Period is a period of time that prevents a company from disclosing information during its initial public offering and prior to the release of quarterly results. The rule is determined by the Securities and Exchange Commission (CVM), in Instruction 400/2003, which aims to avoid any type of influence or market manipulation. It is also important to say that directors and other people linked to Metalfrio cannot negotiate or disclose data in the fortnight before the numbers are published.

7 PROFESSIONAL ATTITUDE

7.1 HARASSMENT AND ABUSIVE CONDUCT
We are committed to fighting any situations or conduct that could be characterized as harassment in any of its forms.
The following will not be tolerated:

• Any form of hostility, bullying and humiliation;
• Inappropriate postures, of any connotation, including sexual ones, that cause some kind of embarrassment, with anyone;
• Use pejorative nicknames or names to refer to any person, even in their absence;
• Force a sexual situation or relationship with another person without their consent, in order to expose them unduly or to obtain an advantage or favor;
• Threats of any nature;
• Comments, sharing of information, images or photos that may embarrass people or violate their privacy.

7.2 DRESS CODE
Discreet dress style and behavior are essential for image, safety and efficiency. Employees must dress appropriately for their work environment and the type of role they perform. When employees have been allocated to customers, they will follow the dress code of the company served. However, for those who are not in contact with clients whose pattern requires formal attire, it will be permissible for:

• People who identify themselves as men, wear dress pants, jeans and long or short sleeved shirts, polo shirts with or without a tie or Metalfrio uniform.
• People who identify as women, avoid tight, transparent, short clothes with plunging necklines or exposed backs, strapless, shorts and tops. The ideal length for skirts is no more than three fingers above the knees.

Metalfrio considers inappropriate wearing any type of clothing and fabrics that are too informal or sporty – for example, adherent or excessively colored fabrics. Accessories complement the look, but be careful with excesses. Give preference to discreet earrings and necklaces and we recommend a maximum of three accessories, considering watch as one of them.

7.3 USE OF DRUGS AND POSSESSION OF WEAPONS
The following will not be tolerated at Metalfrio:

• Possessing any type of weapon, consuming alcoholic beverages or any type of illicit drug or narcotics in Metalfrio’s facilities;
• Entering or staying on our premises, or performing external activities related to Metalfrio, when under the influence of alcohol or any type of drug that has not been proven by a medical prescription or that may alter motor functions and the ability to perform activities, putting any person at risk.

7.4 OCCUPATIONAL HEALTH AND SAFETY
We believe that every worker has the right to a safe and healthy environment. Operating with excellence and, consequently, more safely, production and financial goals will be achieved as a natural result of this responsible and conscientious management. We recognize that mistakes can happen, and if they do, they should be dealt with honestly and never overlooked. That’s why we report all accidents, near accidents and unsafe conditions. When we act ethically, we treat our faults frankly, professionally and promptly, always putting life first. Additionally we must observe the terms of Art 191 of the CLT and NR-6 of ordinance No. 3214/478, which provides for the mandatory use of PPE (Personal Protective Equipment) according to the function of each employee or service provider.

8 COMMUNITY

8.1 VOLUNTEERING AND CORPORATE CITIZENSHIP
We encourage people to engage in volunteer work. We make philanthropic donations with the use of tax incentives to reputable institutions that have objectives in line with Metalfrio’s values and always in accordance with defined internal policies. Donations must be approved by the Ethics Committee.

8.2 RELATIONSHIP WITH COMMUNITIES
We establish a respectful, transparent and ethical relationship with the communities surrounding our facilities and other stakeholders with whom we interact.

8.3 POLITICAL, UNION AND RELIGIOUS MANIFESTATIONS
Everyone has the right to free political association, unions and religious belief. We respect everyone’s right to freedom of choice, whether related to their religious belief, whether or not to join a political party or a union, without fear of any kind of retaliation, intimidation or harassment.

Political or religious manifestations are not allowed on Metalfrio’s premises or in any media that may link the manifestation to the Company’s image.

Employees are required to:

• communicate their immediate superior in the event of a decision to apply for any public office;
• respect the work environment and understand that there are right times and places to express our opinions on certain topics; Our opinions and personal taste (political positions, convictions, etc.) must not impact our work environment.

9 SUSTAINABILITY
Sustainability is one of Metalfrio’s main values. We believe a modern company must have a balanced management, concerned with economic results, but also with social and environmental results. Attentive to the 3 (three) dimensions, we are able to expand our ability to understand the environment where we conduct business. To generate value in the 3 (three) dimensions – economic, social and environmental – it is essential to listen to everyone (employees, customers, vendors and society) in order to understand their contexts and act in an innovative way to meet their needs.

Therefore, Metalfrio seeks sustainable development in all its business lines, taking feasible actions to effectively reduce the effects of its activities, identifying and evaluating possible environmental impact and/or non-compliance with applicable legislation, so that, whenever possible, initiate corrective and preventive actions, always with the aim of reducing environmental impacts as much as possible, reassessing procedures to optimize the use of electricity and water, practicing and encouraging recycling, and employees must be engaged in contributing to such practices and with the environment.

Metalfrio also understands that vendors, service providers, partners, business consultants and customers must be aligned with the commitments assumed by Metalfrio in the search for sustainable actions that minimize impacts to the environment and the community in general.

Based on this positioning, Metalfrio’s relationship with stakeholders feeds the strategy and guides Metalfrio’s actions transversally. The result is a more competitive and perennial Metalfrio.

10 CONFIDENTIAL INFORMATION AND COMMUNICATION PRIVACY

10.1 COMPUTERS AND SOFTWARE
Digital information and computer software are valuable Metalfrio assets and must be protected against misuse, theft, fraud, loss and unauthorized use or transfer, in the same way as any other Company assets. The use of computers must be related to the provision of services to the customer, or with the function performed. Employees may not access Company information of any kind for their personal use.

Misappropriation of computer space or time includes, without limitation, the use of a computer to create or perform unauthorized work, operate a computer in an unauthorized manner, or intentionally cause any type of operational failure.

10.2 EMAILS, INTERNET AND INFORMATION SYSTEMS
When accessing confidential or sensitive information, in physical or digital format, we must ensure that the data is stored securely and that it is not sent to a private email or archived in the cloud, as well as being exposed (unlocked screens or papers on the desks); Metalfrio does not tolerate the use of its systems, including electronic mail and/or intranet/internet services, in a way that could cause embarrassment, damage Metalfrio’s reputation and interests, or create a hostile, offensive and discriminatory work environment.

Therefore, do not forward or relay inappropriate emails to other employees or to external addresses, even to your home computer.

Never use Metalfrio’s systems to initiate, download, transmit images or electronic texts of a sexual nature, pedophilia, or containing distorted ethnic images, racial nicknames or any other material of a discriminatory, persecutory, offensive or lewd nature.

Only members of Internal and External Audit have unrestricted access (subject to legal provisions) to collect data and request information on any matter of interest to Metalfrio, whenever their tasks require.

10.3 PROTECTION OF PERSONAL DATA AND SENSITIVE DATA (GDPR)

Everyone is responsible for ensuring the protection of personal data and sensitive personal data, whether from customers or employees.
The applicable privacy and data protection regulations governing the processing of personal data, are described in the General Data Protection Regulation No. 13,709/2018;

10.3.1 Protection of Customer Information
Metalfrio is committed to protecting and treating all its customers’ data and information confidentially and using them properly. To this end, we continue to update our systems and technology, as well as properly train our employees. Metalfrio’s customer information must be protected, ensuring that it is shared only with people involved in the process and/or authorized. If you have any questions regarding the proper use of customer information, please consult your manager.

10.3.2 Protection of Professional Information
Metalfrio recognizes and protects the personal and confidential information of its employees, including medical records, and ensures the security and privacy of personal and confidential information and we guarantee that this information is shared only with authorized persons.

Consequently, when we use the services of other providers, Metalfrio contractually requires them to protect the confidentiality of the data they receive about our staff.

10.4 HANDLING OF CONFIDENTIAL AND PROPRIETARY INFORMATION
While working for Metalfrio and even in the event of termination, employees must maintain confidentiality, protect and not disclose any information that they have had access to within Metalfrio and that is not of public knowledge. You must take precautionary measures to prevent disclosure and access to information. To this end, you must take the necessary measures so that documents and information related to the business are produced, copied, sent, transported, archived, stored and disposed of properly, not allowing unauthorized exposure and access. It is mandatory to protect personal, proprietary or confidential information, as well as to ensure that it is not used for unauthorized purposes or that could harm the integrity of Metalfrio.

Any information to which you have access or knowledge must not be shared or discussed outside Metalfrio, except when permitted or required by law. Please remember that sensitive matters and information should not be handled in public places such as elevators, restaurants, bathrooms, open work areas, while using speakerphone, cell phones and other communication devices or information transmission services, even if you are in Metalfrio’s environment.

Employees who occupy a management level or higher must, mandatorily, sign the “Confidentiality Term.

Without proper authorization, Privileged Information must not be transmitted to persons outside Metalfrio (for example, to journalists, financial analysts, clients, consultants, family members or friends). Even within Metalfrio, such information can only be transmitted if your receiver really needs it to perform their tasks. In addition, it is always necessary to make sure that the knowledge of internal personnel with privileged access to Metalfrio information is safe or kept locked, in order to prevent unauthorized persons from having access to it.

People with Privileged Information are also not allowed to give investment “tips” to third parties.

Metalfrio employees who, as a result of the exercise of their activities, have access to Privileged Information must strictly comply with the Company’s Policies for Disclosure of Relevant Act or Fact and for the Trading of Securities.

10.5 REGISTRATION AND MANAGEMENT OF INFORMATION, DOCUMENTS AND FILES
The information and all forms of records that are owned by Metalfrio, collected, used and controlled by it, must be reliable and complete, given that every employee, regardless of hierarchy, is responsible for the integrity of data and information, including reports and documents under their control.

All records must be maintained in sufficient detail to faithfully reflect all of Metalfrio’s transactions, including but not limited to adequate internal accounting and financial controls.
Destroying or altering records potentially relevant to any existing or potential investigations or proceedings is prohibited.

10.6 PREVENTING THE USE OF PRIVILEGED INFORMATION
“Privileged Information” is information relating to any material act or fact about Metalfrio that is not of public knowledge and that may be used to influence an investor’s decision to buy, sell or hold a security or share or any other other security issued by Metalfrio.

It is not possible to exhaustively list all types of Privileged Information, but some examples are: projections, financial results including profitability, dividend plans, alliances with other group companies, divestments, acquisitions, new products, advances in research and development, as well as any other significant activities.

No employee may trade shares, convertible bonds, or bonds with subscription rights to shares or other securities of Metalfrio, group companies or their business partners, or induce others (family members, friends, customers and other employees) to carry out such transactions, benefiting from the knowledge of Privileged Information, except when expressly permitted by law.

Without proper authorization, Privileged Information must not be transmitted to persons outside Metalfrio (for example, to journalists, financial analysts, clients, consultants, family members or friends). Even within Metalfrio, such information can only be transmitted if your receiver really needs it to perform their tasks. In addition, it is always necessary to make sure that the knowledge of internal personnel with privileged access to Metalfrio information is safe or kept locked, in order to prevent unauthorized persons from having access to it.

People with Privileged Information are also not allowed to give investment “tips” to third parties.

Metalfrio employees who, as a result of the exercise of their activities, have access to Privileged Information must strictly comply with the Company’s Policies for Disclosure of Relevant Act or Fact and for the Trading of Securities.

10.7 DIGITAL ETIQUETTE
Care must be taken to ensure that pre-existing informality in digital interactions does not become an obstacle to communication and, as a consequence, harm our activities and functions at Metalfrio.

Basic rules, such as objectivity, clarity, attention and with the writing itself, must be observed by our employees. Below are behaviors that can help in your digital interactions:

Use correct and cordial language: It is not necessary to be too cordial, but it is important to maintain your composure.

• Avoid spelling errors as much as possible: Spelling errors can have repercussions on the image of someone, company or brand.
• Do not write in capital letters: It is considered aggressive and difficult to read. Capital letters should only be used at the beginning of sentences and proper names, for example.
• Avoid using too many emoticons: These can help reinforce a comment but avoid replacing the text.
• Maintain education: It is important to always maintain politeness in your digital interactions, even if the person on the other end is not.
• Favor a positive attitude: Having a negative attitude can generate negative reactions from other users. Preferring positivity only brings benefits.
• Acknowledging a mistake and reacting accordingly is essential: We can all make mistakes. The important thing is to assume this mistake in an intelligent and, if possible, fun way.
• When participating in forums, respect the opinions of others: We don’t agree with everyone. However, we must respect the opinion of others and especially not offend those who have a different opinion from ours.
• Be clear: In the subject of emails and objective in messages
• In digital work meetings: Follow the company’s dress code
• Choose carefully the photos you will post on social media and be careful with the content of comments, racism, prejudice, offensive posts, badmouthing work and colleagues, and
• Technological failures: Occur, be tolerant and patient with possible and eventual technological failures.

10.8 INFORMATION SECURITY
Access to confidential company data can cause irreparable damage, considering the secrecy and confidentiality of certain information that can be misused by third parties. In this way, employees must take the following precautions:

• Adopt passwords that are considered strong, without falling into the trap of using date of birth or numbers in sequence;
• Do not share passwords to access corporate systems;
• Do not share confidential and/or privileged information;
• Beware of leaking confidential company information;
• Be aware of possible phishing attempts, browse safely and with privacy settings enabled;
• Make sure your Internet connection is secure;
• Think twice before downloading attachments or clicking links in any email or message, especially from someone you don’t know personally;
• Always use the principle of separation of functions (SoD) in the authorization, approval, execution, control and accounting of operations, avoiding the accumulation of functions by the same employee, and
• Back up files frequently and adopt a backup habit for company data. This can save or harm the company’s business.

10.9 SOCIAL MEDIA AND APPS
The internet, social media and instant messaging apps have changed the way we work, offering new ways to engage and communicate with Employees, business partners, customers and consumers, as well as the world at large. Openness and transparency are part of our culture, and we encourage the exchange of ideas. However, disclosing confidential or inappropriate information through social media may harm our brands, our Metalfrio and our Employees. In addition, cases of discrimination, harassment, libel, defamation and slander on social media or instant messaging apps are also against our principles.

According to our culture, the following guidelines must be followed by all employees:

• Do not express opinions implying that these are Metalfrio’s official positions.
• Do not disclose or share images, videos or internal Metalfrio information without express authorization, which have not been disclosed in our own official channels, financial information, information related to processes, strategic planning, projects, goals, commercial projections, information about customers, etc;
• Do not share with people outside Metalfrio messages that you receive in your corporate email and that present internal content;
• Do not expose information about our customers, partners and vendors;
• Do not attack or defame, personally or in groups, any person, product, customer, vendor, other employee, former employee, competitor or any other party related to Metalfrio, and
• Finally, consider what you want to communicate about yourself. Take care of your personal information, because what you publish or reveal about yourself on social networks affects your image and that of Metalfrio. Consider even more if the matter has any connection with Metalfrio’s products and services, public agencies or our competitors.

11 Responsible Area
The Company’s Human Resources Department is responsible for evaluating and updating the rules and guidelines contained in this Corporate Code of Ethics and Conduct, as well as, together with the Company’s Ethics Committee, disseminating its content to all Metalfrio employees.

Metalfrio employees must be trained and periodically updated in relation to the practices established in this Code, with annual training being planned for this purpose, and conducted by the Human Resources Department.

The Ethics Committee is responsible for investigating and proposing corrective measures for violations of this Code, forwarding it to the Company’s management for appropriate measures, whenever necessary.

12 Violation of the Corporate Code of Ethics and Conduct and Disciplinary Measures
Knowledge of the policies mentioned in this Code is the sole responsibility of each Metalfrio employee.

The confirmation of non-compliance with this Code of Ethics and Conduct may result in penalties according to the severity of the fact, and feedback, warning, suspension or dismissal with cause may be applied, as well as measures provided for in the Consolidation of Labor Laws (CLT) and/or contractual terminations, always guaranteeing the full and broad right of defense and argumentation of the parties involved, without prejudice to the applicable legal penalties.

The omission of the employee in the face of knowledge of possible violations by other employees, vendors or service providers, as the case may be, will also be considered wrongful and unethical conduct, subject to the sanctions provided herein.

12.1 ETHICS COMMITTEE
Metalfrio’s Executive Committee for Ethics and Conduct is an internal advisory body, with functional autonomy, directly linked to the Audit Committee and whose main purpose is to promote the disclosure, dissemination, compliance, review and improvement of the Metalfrio Corporate Code of Ethics and Conduct and the Whistleblower Channel.

The Ethics Committee regularly reports to the Company’s Audit Committee on investigations and any final decisions on violations.

12.2 WHISTLEBLOWER CHANNEL
If any employee identifies or suspects that this Corporate Code of Ethics and Conduct is being violated, or is on the verge of being violated, Metalfrio provides a communication channel for reporting, in good faith, facts and conduct called the Whistleblower Channel.

Metalfrio does not accept any form of retaliation or intimidation against any person who raises doubts, questions and/or denounces an alleged violation of the Code of Ethics and Conduct. The same treatment is valid for corporate policies, regulations and applicable legislation, but, if you prefer, the person can choose not to identify themselves when registering a report or question (preserving their anonymity). The report can be made by calling 0800 and the Ethics Channel website.

The Ethics Channel will receive the contact and carry out a preliminary analysis. Then, the case will be forwarded for analysis by the Investigation Committee. The whistleblower will be able to follow the progress of his manifestation through the Ethics Channel through the protocol generated at each contact and, when requested, provide additional information that helps in the best conduct of investigations. The call is free and the service is open 24 hours a day. All contacts are answered and absolute confidentiality is maintained on all information exchanged by the Channel.

13 Acknowledgment and Commitment Term
All employees must carefully read this Code of Ethics and Conduct, complete and sign the Term of Commitment and Responsibility attached to this Code and deliver it to their immediate superior, since the term will be filed in the employee’s file. The non-delivery of the aforementioned term does not exempt the employee from the applicability of this Code of Conduct and Ethics or any of its provisions.

14 Waiver or Exceptions to the Code of Ethics
Any waiver of compliance with the rules referring to this Code of Ethics and Conduct requires the prior and express approval of the members of the Management of Metalfrio, who will receive, through the Human Resources Department, the waiver requests, as well as their justifications.

15 Review and Approvals
This document was elaborated by the Company and approved by its Board of Directors on August 30th, 2022.
This document was reviewed by the Company and approved by its Board of Directors on December 23th, 2024.

ATTACHMENT

TERM OF COMMITMENT AND RESPONSIBILITY WITH THE RULES ESTABLISHED IN THE CORPORATE CODE OF ETHICS AND CONDUCT OF METALFRIO SOLUTIONS S.A

I,……………………………………………………………………………………………………………………………., registration number……….., an employee of Metalfrio Solutions S.A, hereby declare that I have hereby received a copy of Metalfrio’s Corporate Code of Ethics and Conduct, that I am aware of the entire content of said Code and that I agree to its content, committing myself to comply with it during the term of my contract and thereafter, as the case may be. I further declare that I am aware that violations to this Code, the Company’s policies and rules will be analyzed and will be subject to appropriate disciplinary actions, without prejudice to the applicable legal penalties.

Place, ………… ……………………….., …………..

Last Update on December 23, 2024