Code of Conduct and Compliance Program

MISSION

Improving the life of the society in which we act by means of services respecting the environment and bringing innovation to the community.

Attending our clients with excellence and quality, assuring our personnel safety as well as our partners’ and suppliers’ development.

Keeping the company prepared to face the market adverse conditions by reducing costs, deadlines and increasing the productivity.

Being the best service provider company in the construction industry, electromechanics and telecommunication.

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VISION

VALUES 1 SAFETY

Prioritizing and assuring the safety of our personnel in every service.

DISCIPLINE 2 Everyone shall act in accordance with the established Code of CONDUCT and, follow the company procedures, assuring the quality in every work we do.

3 PASSION FOR EXCELLENCE

The people from our company have passion for quality in their work, always giving their best in every task.

TOWARDS THE PEOPLE AND 4 RESPECT THE ENVIRONMENT Keeping a correct and fair behavior, being honest and friendly in every form of our relationship, such as: professional, clients, suppliers, government agencies and community in general.

5 INTEGRITY

Acting transparently and within the law. Preserving Zopone values in each action and decision.

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OBJECTIVE

This document aims to:

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Being an individual and collective reference regarding the attitude and behavior of all workers from Grupo Zopone, inside and outside the company, making sure that everyone has the same references and act following the same values.

Consolidating the values by permanently practicing them.

Protecting the human rights, promoting satisfactory employment conditions, safe working conditions, liable managing of environmental issues and high ethical standards.

The Code of CONDUCT shall be applied on production, supply and support to Grupo Zopone products and services, in the Headquarter, all of its regionals and sites.

Grupo Zopone requires that its employees, direct or indirect, regardless of hierarchy level, suppliers and subcontractors, consider the Code of CONDUCT and make sure of its fulfillment.

The Code of CONDUCT aims to show what is expected from each employee on every different situation faced in the work.

Always, when you are not sure about which way to go or which attitude to take, check the code in order to find out how to do it properly. In case your doubt is not settled, do not hesitate in consulting your immediate superior.

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RESPONSABILITY BY THE Code of CONDUCT Each employee from Grupo Zopone shall ensure the Code of CONDUCT fulfillment and inform to its immediate superior when aware about any violation of the rules. No one will be punished or retaliated by giving information of good faith about suspects of improper behavior or that it is not in accordance with the Code.

A

GENERAL CONDUCT OF GRUPO ZOPONE AND ITS EMPLOYEES “The career and personal development both depend exclusively on the talent, engagement with the company values, dedication and commitment.�

On the professional activities daily performed, the employees shall follow this Code of CONDUCT entirely, making their acts to be always guided by establishing a relationship of trust and respect among the professionals, by increasing the productivity, by innovation, by the continuous improvement in the processes, by the sustainability requirements, mainly about the social-environmental, ethical, economic aspects, promoting the human rights, always integrating them to our managing practices.

Grupo Zopone is committed with the equality of working opportunities for all and with non-discriminative working practices, regardless of race, gender, religion or nationality.

The career and personal development depend exclusively on the talent, engagement with the company values, dedication

and commitment.

It is essential that, every employee respects the work hours and defined work schedules. Extra hours shall be previously authorized by the Human Resources. It is forbidden to leave or to go away from the local of work without the coordinator’s permission.

Every employee from Grupo Zopone, regardless of position or salary, as well as the clients, product or service suppliers, and others involved and interested, will always be treated with respect and attention, receiving proper conditions for personal and professional development.

The working occupational and safe conditions are object of the company constant attention, aiming to minimize the possible risks to its workers while performing their activities. In order to this to happen, everyone shall attend to the preventive health and safety general code, apart from participating on the trainings and guiding activities.

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CONDUCTS INVOLVING PERSONAL AND PROFESSIONAL INTEGRITY Every worker shall act within the code standards which reflect their own personal and professional integrity, observing and fulfilling the policies and provisions involved in this Code of CONDUCT. When carrying out its function or position, each worker shall: Look for the best results for the company, keeping always a clear attitude, of respect, loyalty, efficiency and collaboration towards the workmates and interested parties; Do not participate in transactions and activities that may jeopardize its professional integrity or denigrate its public image, as well as the company image.

Carrying out the professional activities with competence and zeal, pursuing the technical enhancement and constant upgrading, encouraging all the involved in the activity, to adopt the same conduct; Communicate the field coordinator about any known irregular deed inside the work environment.

No harassments are allowed, such as sexual, economical and moral or, any other nature, or any situations which set disrespect, threat on the relationship among the workers, regardless of their hierarchy level.

The worker, who feels discriminated, humiliated or being target of prejudice, pressure, abusive practices or in a disrespectful situation and feel constrained of taking attitude with their hierarchy superior, shall communicate the fact to the Human Resources Department.

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CONDUCT ABOUT THE USE OF IT EQUIPMENT AND SOCIAL MEDIA Grupo Zopone hopes that the workers, when using the communication and IT equipment, apply high ethical standards and take the Code of CONDUCT as a guideline.

It is also important that the use of these facilities, IT and Communication, do not interfere negatively the productivity.

IT and communication means include office desktops and laptops, and mobile phones.

Regarding the Social Medias, what guides the behavior of the workers it is also defined in the Code of CONDUCT, and this shall be used as an indicator of the attitudes to be adopted by everyone.

The recommendations presented in this item are valid for the accesses made inside and outside the company, in any type of equipment, particular or public.

The inappropriate use of the images and phrases related direct or indirectly to the Company name or its members, either by email, instant messages and blogs, also violates the company integrity and, everyone must be aware of the negative impact the inappropriate use can bring to their own reputation and to the group reputation too.

The principles below shall be followed regarding the Social Network use: Use the mobile phone and the computer only for working purposes;

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Protect personal information; Identity yourself clearly, be coherent and careful when elaborating your profile; Use proper language; Do not publish strategical information; Respect the intellectual property; Do not participate in controversies and criticizes, remember that “speaking about Zopone” is quite different from “speaking on behalf of Zopone”; Think before giving opinion; Do not elaborate or publish in digital means contents which go against the company concerns.

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B

CONDUCT IN RELATION TO THE COMPANY AND ITS ASSETS

“Each worker is responsible for safekeeping given information and it shall communicate the coordination about any fact which may be inconsistent to Grupo Zopone Values.�

Each employee from Grupo Zopone has the responsibility over the correct use and protection of the assets belonging to its work organization, direct or indirectly. The same applies for Clients, Suppliers and Partner assets used for the company activities. These assets shall not be used for personal benefit, except when expressly authorized by the directors.

Among these assets are the estates, vehicles, equipment, facilities, technical and market information, computer softwares, models, working documents and papers, and others which compose the company property. The appropriation or improper use of any item or copies of it, selling or distribution to thirds are serious offenses, leading to criminal and working sanctions.

INTERNAL AND EXTERNAL COMMUNICATION The use of the company equipment and communication means (telephone, email, internet and so on) for personal contact and communication shall be strictly necessary. The internet cannot be used for sending or receiving offensive, aggressive, pornography, political opinions, religious, videos, music and other information, which are not related to working activities.

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INFORMATION ABOUT THE COMPANY AND ITS BUSINNESS The information shall be only internally and externally published by an authorized person to do so precise, objective and properly.

Each employee is in charge of safekeeping given information and it shall communicate the coordination about any fact which may be inconsistent with Grupo Zopone Values.

No employee shall make untrue, scurrilous or badly-intended statements about colleagues, about the company, its businesses, partners, suppliers or clients, which may be object of criminal and working sanctions.

WORKING PAPERS AND DOCUMENTS Working papers, reports, mailing and other documents used in each employee activity, belong to the company and, they cannot be taken away or copied when the employee leaves the company.

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C

CONDUCT FOR MATERIAL PURCHASING, SERVICE HIRING AND RELATIONSHIP WITH CUSTOMERS

“The competitiveness of products commercialized by Grupo Zopone shall be held based on the ethical and loyal competition.”

RELATIONSHIP WITH SUPLIERS AND CLIENTS (PURSHASE / SELLING OF MATERIALS AND SERVICES) Grupo Zopone has a relationship with its suppliers and clients, based on legal, efficient and fair commercial practices, treating with respect and honesty, not obtaining advantages or eventual impositions from both parties.

The employee shall not, when performing its function, offer or accept, presents, gratifications, gifts, trips, money or any type of advantage, intending to obtain improper privileges for itself or the company.

Both the selection and the hiring of our goods or service suppliers are based on technical criteria, objective and prestablished, covering necessarily the reputation, integrity, technical and supplying capacity, measurable by quality, terms and prices used for delivering the contract scope.

The employees from Grupo Zopone can only become product or service suppliers to our company, after a two-year term after disconnecting from the company and under the Directors’ approval.

It is considered unacceptable behavior keeping personal

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relationship with suppliers, remarkably in cases where, the employee, due to its positon or function power, may have direct or indirect influence over the purchase or selling of products and services.

The material purchase or service hiring, as well as the dealing of our services and products cannot involve any kinship up to second degree or close relationship with the supplier directors or employees.

RELATIONSHIP WITH COMPETITORS The competitiveness of products commercialized by Grupo Zopone shall be performed on ethical and loyal competition basis.

No comments which may affect the image of the competitors or may contribute to the disclosure of rumors about them shall be made, treating them with the respect that Grupo Zopone expects to be treated.

The activity of obtaining new contracts shall be developed within the correct economic principles and in market regular environment, in loyal competition with the competitiveness and in the strict compliance of the applicable legal standards, including, but not limited to, the guidelines expressed in the Competition Law (Act nยบ 12.529/11).

Aiming to achieve an environment free of conducts which may violate the anti-corruption law (Act nยบ 12.846/13), there is in the company the COMPLIANCE Program which intends to be a reporting channel, keeping the anonymity, applying continuous training and creating easy access communication means to everyone in the company, seeking to keep their principles and values, always focusing in ethics and probity in its business, either by its employees, clients and suppliers.

In case of knowing any information leading to eventual activities related to the representation of Grupo Zopone which may constitute violation to the Anti-corruption policy, in the company intranet page, the COMPLIANCE Program provides a telephone number and an email so that the complaint can be made to the Law Department, and then, the necessary steps can be taken.

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D

CONDUCT IN RELATION TO THE PROCEDURES IN SITES AND IN HEALTH AND SAFETY “…achieving the excellence in all activities, mainly in relation to the employees’ safety and health”

Grupo Zopone is engaging in achieving the excellence in all of its activities, mainly in relation to the Health and safety of its employees, direct or indirect, either in the sites or in the Headquarter and Regionals.

The company believes that all the accidents and occupational diseases are avoidable; consequently, it provides a safe and healthy environment to all employees, based on the following criteria: All employees shall use the mandatory Individual and Collective Protection Equipment, proper for each function and follow and the recommendations from the company safety procedures.

The specialized functions shall be exclusively performed by qualified professionals, prioritizing the personal and collective safety.

Executing the services and the works according to the Executive Project and Descriptive Report specifications, prioritizing the execution with quality (within the foreseen time and stablished cost), ensuring the health and safety of all involved.

The execution of critical services, mainly in the excavation of deep ditches, execution of pillars, prop walls, works in height, equipment lifting, use of chemical products which may cause fires and explosions, services of installation in LV or MV in energized boards, hydraulic and waterproofing services, the specific procedures and trainings which detail the attention to safety and health shall be carefully followed, mainly the APR’s (Preliminary Risk Analysis) and the PT’s (Work Permissions).

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Every power switching shall have its own procedure previously approved by the Planning, Project, OSH departments and by the client, a part from being carried out by qualified and properly trained team.

When driving the vehicles, respect the road speed limit; always fasten the seatbelt; do not drive when tired or sleepy; avoid driving during the night and, mainly, when raining; do not use your mobile phone while driving; keep a safe distance from the vehicle ahead; check the oil and water level when filling up the tank; check the tyres (pump up, align and balance); park in a safe place and put the safety lock; never leave the car overnight on the street; schedule the vehicle preventive review, keep it always clean and always put the objects exclusively in the car trunk.

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CONDUCT RELATED TO QUALITY “…through the Integrated Managing System (SGI), it is always looking for the process continuous improvement”

Grupo Zopone prioritizes that each employee’s actions, direct or indirect, are committed with the product quality, with the productivity and with the practice of all the internal procedures, aiming to meet the client expectations.

In this way, every employee shall be qualified with specific trainings related to its acting area and for activities that they will perform, following the procedures (when applicable), as well as building methods stablished by Zopone.

On the Headquarter and regional departments, the employee shall also have the access and training concerning the whole. content, the processes and the tools available for a good performance of the internal Operational Procedures which rule and standardize the provided services.

Grupo Zopone, through its Integrated Managing System (SGI), is always seeking the continuous improvement of its processes, for this reason, the planning, implantation, checking and systematic review of the methodologies are made.

The quality requirements over the final product are monitored through the strict procedures implanted, which assure the 19

reliability and satisfaction of the client. The SGI methodologies are checked through internal audits made by the Environment and Quality Department or by its immediate superiors.

On the sites, the inspections and the material, equipment and services checking are constant and carried out based on the procedures listed below: IRA (Inspection, Receipt and Material Storage): Procedure used by the storage keeper, in charge engineer/technician or employee designed/trained by them. This procedure is used for inspecting and checking the material at the receiving moment, avoiding the non-conformity.

IVE (Equipment Checking and Inspection): Procedure used by the storage keeper on site, in charge engineer/technician or employee designated/trained by them. This procedure is used for inspecting and checking every equipment/tool avoiding the nonconformity.

IVF (Equipment in Factory Checking and Inspection): Procedure used by the in charge engineer/technician in cases of criticallyconsidered equipment. The inspections and checking of these equipment are made by the manufacturer itself, in order to check all the manufacturer processes.

PES (Service Execution Procedure): Document containing information and building methods of all processes, achieving practical and objective detailing of the work to be executed. Every employee, direct or indirect, shall be trained by its superior on site, in its acting area (civil, electrical, etc.), before executing the service, following the information and the standards stablished in each procedure.

PIVS (Inspection Procedure and Service Checking): Document that shall be filled by the in charge Engineer/Technician and taskmaster in charge of the works, who inspect and check the step of each service at the moment in which is being carried out by direct manpower.

It is fundamentally important the follow-up of all these procedures by the immediate supervisor, assuring that all services are standardized the moment in which are being carried out by the manpower.

Through the Site Managing System (SGO), all of the work execution stages are weekly checked, which allows a permanent interaction of the involved areas, a part from the on-site internal audits and visits made by their immediate supervisors.

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F

CONDUCT IN RELATION TO THE ENVIRONMENT “Avoiding, reducing, Reusing and Recycling”

Grupo Zopone contributes to the environmental protection, practicing actions for “Avoiding, Reducing, Reusing and Recycling”.

The employees shall prioritize the non-waste and effluents production during the life cycle of our services and products.

Once produced, the reusing shall be prioritized. The disposal shall occur only when the previous options are not possible.

Regardless of the acting area, all employees shall treat the environmental aspects and impacts following the procedures defined in the working places, as well as meeting the legal requirements from the interested parties relevant to the organization context.

Any unusual occurrence (accidents, incidents, leakages, spill) which, modify the soil, water and/or air, including flora and fauna, shall be immediately communicated to the superior so that the corrective actions are taken.

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WHAT DOES “COMPLIANCE” MEAN?

“…it means to be in conformity with the legal obligations, internal rules and our values expressed in the Code of CONDUCT.”

Grupo Zopone, according to the best business practices, has instituted and it is constantly searching the consolidation of the COMPLIANCE Program, holding the commitment of competing ethic and legally in its relations with government officials (or thirds which are related to them) always aiming for ethic and probity in its business, either by employees, clients, suppliers or by governmental agencies.

The main goal is to show the importance of COMPLIANCE in your daily work and to understand the necessity of all employees’ commitment, so that the information are clear and are in accordance with the company rules.

The word COMPLIANCE is originated from the English idiom “to comply” and it means to fulfill, to satisfy, to execute, that is, to be in conformity with. When we talk about COMPLIANCE, we are considering the fulfillment of the rules that the company and all of its employees shall follow.

So, Grupo Zopone acts exclusively within the scope of the applicable law in force, being expressly opposed to the practice of acts, which are harmful to the, national or foreign public administration, thus understood as all of those who are against the, national or foreign, public property, against the public administration principles or against the commitments undertaken by Brazil.

Aiming to achieve an environment free of conducts which contravene the anti-corruption law (Act nº 12.846/13), it has been implanted in the company, an effective program for prevention and detection of Anti-Corruption Law violations, to work as a reporting channel which considers the anonymity, continuous trainings and easily accessible media to all of the Company Employees.

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We can say that COMPLIANCE means to be in conformity with the legal obligations, internal rules and our values expressed in the Code of CONDUCT. It means to avoid, to detect and to treat any deviation or non-conformity which may occur.

COMPLIANCE PROGRAM CYCLE

PREVENTING Misconduct

- Risk Checking; - Policies and Procedures; - Internal Controls; - Training and Communication; - Instructing and advising the Employees.

CONSOLIDATING Compliance Program

- Reviewing Processes; - Improving according to the necessity.

PREVENTING

CONSOLIDATING ANSWERING

DETECTING Attention Points

- Monitoring; - Auditing; - Reporting channel.

DETECTING

ANSWERING Repairing

- Investigating problems; - Solving Problems; - Taking proper actions (including disciplinary ones).

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COMPLIANCE COMMUNICATION CHANNELS Always when we observe an improper behavior and/or that is against our Code of CONDUCT, we must expose our concerns. However, there are circumstances in which we do not feel at ease to report the problem or situations where the privacy is required. We prefer that you do the complaint anonymously than to omit these information.

The Law department from Grupo Zopone cares about the application of the Code of CONDUCT and anti-corruption, clarifying doubts, complaints and claims regarding conduct disorder, frauds and corruption, ensuring that its principles and values are followed by everyone.

Contact us:

denuncia@zopone.com.br

Your complaint is really important to the Company and all information will be kept in strict confidence.

© 2016 - Zopone Engenharia e Comércio - All rights reserved Translation: José Ramos