CEC – REVISION 2 | MAY 22, 2020

1. Scope and Applicability

Sondotécnica Engenharia de Solos S.A.’s Code of Ethics applies to Board Members, Officers, Employees, Interns, Young Apprentices, Third Parties (Service Providers, Suppliers, Partners, Intermediaries, and Associates), and anyone acting on behalf of Sondotécnica.

2. Presumption of Integrity

As a fundamental individual safeguard, Sondotécnica presumes that everyone acts with integrity and conducts their actions and relationships in accordance with the guidelines established in this Code of Ethics and Conduct.
Accordingly, disciplinary action against individuals responsible for any violation of this Code or applicable law will only be taken after the facts have been duly established. Depending on the severity of the conduct, disciplinary measures may include a warning, suspension, termination of contract, or any other measure deemed appropriate.

3. Compliance with Laws and Respect for Human Rights

Employees shall comply with all applicable laws and regulations, whether Brazilian or foreign, as well as Sondotécnica’s specific internal rules, and shall conduct themselves ethically and responsibly wherever they perform work on behalf of Sondotécnica.

Employees shall respect human rights and shall not discriminate against individuals on the basis of race, beliefs, sexual orientation, sex, social status, religion, nationality, age, or mental or physical disability.
Employees shall not publicly criticize Sondotécnica’s clients, competitors, or suppliers.

4. Workplace Environment

Workplace relationships must be guided by a positive attitude, civility, courtesy, and mutual respect. Everyone is expected to contribute to an environment characterized by transparency, a results-oriented mindset, teamwork, professionalism, loyalty, and trust, always with a focus on Sondotécnica’s development.

Any conduct that may be considered discriminatory based on an employee’s type of employment arrangement, race, origin, sex, religious beliefs, or political convictions is considered unacceptable.

The workplace environment also encompasses compliance with applicable regulatory standards and the systems adopted for the management of quality, environmental matters, occupational health, and safety. As part of its commitment to employee safety, the company establishes the following:

RIGHT TO REFUSE UNSAFE WORK: Employees have the right, under certain working conditions, to refuse to perform a task when adequate workplace safety conditions are not in place. Such circumstances may include the absence of procedures for safely performing the task or exposure to a health and safety risk without effective Personal Protective Equipment (PPE) or Collective Protective Equipment being provided. Any such situation must be immediately reported to the employee’s direct supervisor.

5. Transparency Makes a Difference

Reporting suspected misconduct is not only the right thing to do; it is also expected and required under this Code.

Any suspicious conduct that may constitute a violation of the law, this Code, any other corporate policy, or involve improper or suspicious accounting or financial practices must be reported immediately.

Sondotécnica provides structured channels for reporting concerns or suspicions, ensuring that issues are addressed appropriately and effectively.

Transparency and Reporting Channels
These channels are available to hear from employees and third parties—including Service Providers, Suppliers, Partners, Intermediaries, and Associates—to answer questions and assist in resolving potential conflicts.
Any known or suspected conduct, behavior, practice, fact, or information that is inconsistent with this Code must be reported. Knowing about an ethical violation and failing to report it is itself considered an ethical breach. Reports must be submitted through the Transparency and Reporting Channels or by any of the means described below. The reporting individual’s anonymity is guaranteed:

a) Email and telephone — Direct Supervisors (internal employees): We encourage employees to contact their direct supervisors as the first option for guidance or reporting. However, this is not mandatory, and employees may contact the official channels directly.

b) Compliance (available to everyone): Employees or third parties wishing to communicate questions, concerns, or suspicions may contact the Compliance Department at any time, either in person, by email at: https://sondotecnica.meritum.online/denouncements.
You can count on us for:

Confidentiality: Sondotécnica is committed to protecting the confidentiality of the employee’s identity.
Non-Retaliation: No form of retaliation against Sondotécnica employees who report evidence of conduct that violates the provisions of this Code will be permitted.

6. Relationships with Clients and Suppliers

Everyone has a responsibility to interact with Sondotécnica’s clients and suppliers with clarity, honesty, courtesy, responsiveness, efficiency, and a positive attitude, seeking to meet their needs and build long-term relationships, always in accordance with Sondotécnica’s commercial policies and corporate objectives.

Preferential treatment of any client or supplier based on personal considerations, affinity, family relationships, friendship, or similar factors must be avoided.

Sondotécnica’s relationships with suppliers, partners, and contractors must be based on respect, professionalism, transparency, and integrity between the parties.

All Sondotécnica suppliers and partners must comply with legal requirements and applicable anti-corruption laws.

Before entering into any contract, suppliers, service providers, and partners must be familiar with and agree to the principles established in this Code.

Adherence to the principles contained in this Code must be reflected in agreements entered into with third parties. This Code of Ethics and Conduct shall be a mandatory part of every contract entered into with Sondotécnica. Any action or behavior that violates the provisions of this Code may constitute grounds for termination of the contract.

7. Relationships with Government Officials and Politically Exposed Persons

All relationships with government officials and Politically Exposed Persons (PEPs) must be transparent, respectful, ethical, and compliant with applicable law and this Code of Ethics and Conduct, with the objective of ensuring relationships based on integrity and sustainability.

For purposes of this Code of Ethics and Conduct, a government official is any individual who exercises a mandate, office, employment position, or function within the federal government, states, Federal District, or municipalities, whether temporarily or without compensation, through election, appointment, designation, hiring, or any other form of investiture or relationship.

Politically Exposed Persons (PEPs) are current or former government officials who hold or have held, in Brazil or abroad, public offices, employment positions, or functions that may give rise to an actual or apparent conflict of interest with Sondotécnica. PEPs also include close associates of such government officials, their representatives, and relatives up to the second degree.

Hiring The hiring of any Politically Exposed Person, or any third party whose workforce includes a Politically Exposed Person, must be preceded by a background check (integrity assessment) whenever Sondotécnica is aware of such exposure. In addition, if the Politically Exposed Person is expected to hold a leadership position at Sondotécnica or holds a leadership position with a supplier or service provider, the engagement must also receive prior approval from the Executive Board or Board of Directors, in accordance with the applicable approval authority.

Political Support Sondotécnica may not make donations, provide financing, or offer any other form of direct or indirect support to a political party or candidate for public office. Everyone’s political beliefs must be respected; however, such beliefs must not influence, restrict, or affect Sondotécnica’s principles, values, or activities.

8. Relationships with Competitors

Relationships with competitors must always be conducted ethically. Practices such as defamation, dissemination of false information or malicious statements, sabotage, industrial espionage, hiring competitors’ employees for the purpose of obtaining privileged information, theft of documents, or any other unlawful or unethical conduct are strictly prohibited.

9. Conflicts of Interest

Employees must use their best efforts to avoid situations in which their personal interests conflict with Sondotécnica’s interests in the performance of their duties and must act consistently with the company’s ethical values.

Employees are responsible for disclosing any family relationship with suppliers, service providers, or other third parties that provide services to Sondotécnica.

The existence of a conflict of interest does not, in itself, necessarily constitute a violation of the Code of Ethics, provided that the conflict is promptly disclosed.

To avoid conflicts of interest, the following guidelines must be observed:

- Employees may not engage in activities with competitors, suppliers, or business partners that could create a conflict of interest—including consulting, providing services, or holding an ownership interest—except in situations previously approved by the Executive Board;
- Employees must not participate in industry events organized by suppliers or competitors without the knowledge and authorization of their manager; and
- Employees may not use company property, assets, or information systems for purposes unrelated to Sondotécnica’s business.
Any business opportunities presented by clients or prospective clients must be promptly reported internally to the Office of the President.

10. Gifts, Promotional Items, Entertainment, and Hospitality

Corruption is a problem that affects governments, citizens, and companies alike. Its effects create distortions that directly impact business activity, whether through unfair competition, inflated prices, restricted business opportunities, or the diversion of resources that could otherwise be used to improve the implementation of public policies.

Employees and third parties acting on behalf of Sondotécnica shall not provide individuals holding public office or similar positions with any financial or economic benefit in return for the performance of their official duties, including money, gifts, promotional items, hospitality, entertainment, or other favors.

Employees and third parties acting on behalf of Sondotécnica shall not pay agents, advisors, or consultants any commission that they know will be used to unlawfully influence government officials or other individuals holding similar positions.

Employees and third parties acting on behalf of Sondotécnica shall not provide individuals, suppliers, or managers of Sondotécnica clients with any economic benefit—including money, gifts, or other favors—that exceeds the value generally accepted in a commercial context. Likewise, they shall not accept such economic benefits from employees or managers of clients or suppliers.
Employees and third parties acting on behalf of Sondotécnica shall not accept from any client, supplier, or competitor any favor, gift, or invitation whose purpose or intent is to provide an improper benefit or create a privileged position for that party.

11. Donations and Sponsorships

Sondotécnica’s donations and sponsorships must be transparent and controlled and may only be provided to reputable legal entities that are duly registered, compliant with applicable requirements, and carefully vetted.

These activities shall always support reputable organizations, particularly those dedicated to Education, Culture, and the Environment.

12. Use of Company Information

Employees shall maintain all confidential company information in strict confidence and shall not disclose such information to third parties or use it for any purpose other than Sondotécnica’s business.

Only authorized individuals may provide relevant company information to third parties.

Employees and third parties acting on behalf of Sondotécnica have an ethical and legal responsibility to safeguard confidential information under their control, even after their relationship with Sondotécnica has ended.

Employees and third parties acting on behalf of Sondotécnica shall not infringe the intellectual property rights of third parties or make unauthorized copies of computer software without the prior consent of the applicable rights holders.

13. External Communications

Sondotécnica has designated professionals who are authorized to serve as official company spokespersons.

If an employee is contacted by a media outlet to provide information, give an interview or presentation, or write an article on behalf of the company, the employee must notify their supervisor and obtain prior authorization. The company’s Administrative and Financial Executive Board must also be involved in these activities.

14. Sondotécnica Assets

Employees must protect the company’s physical and intellectual assets in their activities both within and outside the workplace.

These assets include Sondotécnica’s brand and other intangible assets, personal and real property, technology, business and commercial strategies, information, research, and data. Company assets may not be used for personal gain or provided to third parties for any purpose.

15. Accounting Records and Financial Resources

Applicable laws, regulations, and accounting principles must be observed at all times. Accordingly, the Sondotécnica Group’s financial statements must be accurate, complete, and truthful.

All financial and accounting transactions must be properly recorded and supported by appropriate documentation.

Any initiative or action intended to evade taxes or circumvent applicable laws, tax regulations, or monetary regulations is prohibited.

16. Environmental Protection

Preserving the environment for future generations is a commitment of Sondotécnica, demonstrated through full respect for and compliance with environmental laws and regulations.

The best available and economically feasible practices shall be implemented to reduce the consumption of natural resources, waste generation, air emissions, and effluent discharges, as well as to prevent pollution resulting from our activities.

All business activities undertaken by Sondotécnica must comply with applicable laws and other requirements relating to environmental protection. Employees responsible for such activities shall conduct appropriate environmental assessments in support of these objectives.

17. Reporting and Disciplinary Measures

Employees and third parties who become aware of a violation of these Standards, a potential future violation, or information concerning acts harmful to Brazilian or foreign public assets, violations of the principles of public administration, or violations of international commitments undertaken by Brazil may report such matters through the following channels:

- Local representatives from Sondotécnica’s various departments;
- Transparency Channel: transparencia@sondotecnica.com.br;transparência@sondotecnica.com.br);
- Reporting Channel: https://sondotecnica.meritum.online/denouncements.
- The Improvement Group, composed of representatives from Sondotécnica’s various departments;
- The Internal Commission for Accident Prevention (CIPA);
- The Management Review Group; and
- The employee’s immediate supervisor or department manager.

Violations of this Code may result in disciplinary action, including possible termination of employment, as determined by the Executive Board following review by the company’s Legal Counsel.

18. Labor Unions

Labor unions play an essential role in representing Sondotécnica employees, and we recognize their role in balancing the interests of employees and the company.

19. Professional and Trade Associations

Sondotécnica has formally authorized individuals to represent the company in professional and trade associations. No association is authorized to speak on behalf of or represent Sondotécnica in matters involving the company’s interests without Sondotécnica’s prior written consent.