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Code of Ethics, Integrity and Conduct

The Code of Conduct of Poupz Capital (Poupz Capital Plataforma de Investimentos Alternativos Ltda.) sets out the ethical principles, values, and behavioural standards that guide our relationship with investors, issuing companies, partners, employees, and society as a whole.

1. Our Core Values

The values that sustain our culture and should guide every decision and action are:

1.1. Integrity

We act with honesty, transparency, and ethics in all relationships. We reject any form of corruption, fraud, bribery, or dishonest conduct.

1.2. Transparency

We disclose information clearly, fully, accessibly, and in a timely manner, respecting the right of investors to make informed decisions.

1.3. Respect and Diversity

We treat everyone with dignity and respect, without discrimination of any kind, and value diversity as an essential driver of organisational strength.

1.4. Fairness and Impartiality

We strive to ensure fair and equal treatment for all users of the platform, without undue favouritism or conflicts of interest that could compromise our independence.

1.5. Regulatory Compliance

We strictly comply with applicable laws, regulations, and rules governing our business, especially CVM Resolution No. 88/2022 and other Brazilian capital market standards.

1.6. Confidentiality

We protect confidential information relating to clients, employees, and partners with the utmost care, using it only for authorised and lawful purposes.

2. Scope and Application

2.1. Coverage

This Code of Conduct applies to:

  • All employees, regardless of title or function;
  • Members of the Board of Directors and supervisory bodies;
  • Partners and shareholders with access to non-public information;
  • Service providers and outsourced personnel;
  • Interns and trainees.

2.2. Expectations for Stakeholders

We also define expected conduct for:

  • Investors: proper use of the platform, truthful information, and compliance with investment rules;
  • Issuing Companies: transparency, contractual compliance, and regulatory diligence;
  • Business Partners: integrity in dealings, fair competition, and data protection.

3. Expected Conduct

3.1. Relationship with Investors

  • Provide clear, accurate, and complete information about risks, costs, and offering characteristics;
  • Respect the investor’s suitability profile;
  • Maintain accessible, efficient, and transparent service channels;
  • Timely disclose relevant issues involving issuers;
  • Safeguard investor interests within legal and regulatory boundaries;
  • Never promise or guarantee a specific return.

3.2. Due Diligence and Offering Review

  • Conduct rigorous and impartial review of all candidate issuers;
  • Verify the authenticity of documents and disclosed information;
  • Assess financial feasibility and the capacity to meet obligations;
  • Document the analysis process for audit purposes;
  • Reject proposals that do not meet internal standards, regardless of external pressure.

3.3. Use of Inside Information

The following conduct is strictly prohibited:

  • Using material non-public information to obtain undue benefits;
  • Sharing confidential information with unauthorised third parties;
  • Trading securities based on inside information;
  • Performing front running or similar practices using internal knowledge.

4. Conflicts of Interest

4.1. Identification and Disclosure

All personnel must disclose any situation that may create a conflict of interest, including:

  • Family or close relationships with issuers or relevant investors;
  • Personal investments in companies raising funds on the platform;
  • Participation in competing or complementary businesses;
  • Gifts, trips, or benefits received from related parties.

4.2. Conflict Management

Whenever identified, conflicts of interest will be:

  • Documented in an appropriate internal record;
  • Assessed by compliance and senior management;
  • Disclosed to investors when relevant;
  • Mitigated by recusals, abstentions, or other adequate measures.

5. Anti-Money Laundering and Counter-Terrorist Financing

We maintain a robust AML/CFT programme in accordance with Brazilian law and applicable supervisory requirements.

  • Client identification and verification;
  • Risk analysis by client and transaction;
  • Ongoing monitoring of transactions;
  • Reporting of suspicious activity when legally required;
  • Periodic employee training;
  • Refusal of relationships when identification requirements are not met.

6. Data Protection and Privacy

We are committed to protecting personal data in accordance with the LGPD.

  • Collect only data necessary for specific purposes;
  • Implement technical and organisational security measures;
  • Respect the rights of data subjects;
  • Not commercialise personal data;
  • Notify security incidents as required by law;
  • Maintain proper records of processing activities.

7. Responsibilities Toward Issuing Companies

Companies raising funds through our platform must:

  • Provide truthful, complete, and up-to-date information during due diligence;
  • Strictly comply with financial and disclosure obligations;
  • Maintain regular, transparent, and proactive communication with investors;
  • Immediately notify relevant events, including defaults and significant legal proceedings;
  • Use raised funds as described in the offering documents;
  • Maintain proper accounting and tax records.

8. Relationship with Suppliers and Partners

  • Select suppliers based on technical and ethical criteria;
  • Require compliance with this Code in contractual arrangements;
  • Refuse relationships with parties involved in unlawful practices;
  • Continuously monitor partner performance and compliance;
  • Not accept improper payments, commissions, or advantages.

9. Proper Use of Company Resources

  • Use company resources efficiently and responsibly;
  • Protect tangible and intangible assets against misuse, theft, and waste;
  • Respect internal rules and working standards;
  • Do not use corporate systems for inappropriate personal purposes;
  • Preserve the confidentiality of strategic and operational information.

10. Reporting Channel

10.1. Reporting Channels

We maintain secure channels to report violations of this Code:

10.2. Whistleblower Protection

We are committed to:

  • Protecting the confidentiality of the whistleblower’s identity;
  • Prohibiting retaliation of any kind;
  • Ensuring impartial and independent review of reports;
  • Providing feedback where possible and appropriate.

11. Consequences of Violations

Violations of this Code may result in:

  • Formal warnings for minor breaches;
  • Suspension of duties or platform access;
  • Termination of employment or service agreements;
  • Civil liability for losses caused;
  • Criminal reporting to competent authorities when applicable;
  • Other lawful restrictive measures, where relevant.

12. Review and Update

This Code of Conduct is reviewed annually or whenever there are:

  • Material changes in law or regulation;
  • Changes in the company’s business model or strategy;
  • Events showing a need for revision;
  • Evolution in corporate governance best practices.

All employees and collaborators must acknowledge and agree to this Code annually or whenever it is updated.