Code of Ethics and Conduct of Grupo Baumer

1. Introduction

Grupo Baumer values ethics, integrity, and respect, which are reflected in this code to guide business activities and maintain high ethical standards.

2. Scope

Applies to all those involved with Grupo Baumer, promoting an ethical environment both physically and virtually.

3. General Principles

Prioritizes integrity, trust, loyalty, and human respect, defending the interests of Grupo Baumer and the community.

4. Encouraged Conduct

Encourages collaboration, empathy, respect, and urges reporting of ethical violations through specific channels.

5. Harassment

Rejects any form of moral or sexual harassment, encouraging the reporting of incidents for appropriate investigation and action.

6. Discrimination

Rejects intolerance and discrimination, including racism, with legal penalties for violations.

7. Conflicts of Interest

Prioritizes the interests of Grupo Baumer over individual interests, avoiding personal favoritism.

8. Fraud, Bribery, and Corruption

Prohibits fraudulent practices, bribery, and corruption, with strict measures against violators.

9. Relationships

Guides relationships with clients, competitors, suppliers, and professionals, requiring impartiality and transparency.

10. Alcohol and Drugs

Prohibits the use of alcohol and illegal drugs in the professional environment, allowing responsible consumption at authorized events.

11. Social Media and External Communication

Establishes guidelines for responsible use of social media, ensuring respect and confidentiality.

12. Company Property

Requires the protection of Grupo Baumer's values, prohibiting unauthorized disclosure of confidential information.

13. Professional Relationships

Promotes respect, equality, and ethics in professional relationships, prohibiting abuses of power.

14. Reporting and Disciplinary Measures

Encourages the reporting of violations, ensuring confidentiality, with appropriate disciplinary measures.

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15. Non-Retaliation

Prohibits retaliation against whistleblowers and investigation participants, with serious consequences for offenders.

16. Effective Date and Awareness

This code becomes effective on the specified date, and all involved must be aware of and agree to its content.

1. Introduction

Grupo Baumer is committed to health and values relationships between people, ethics, integrity, and respect.

With this in mind, this Code brings together guidelines that must be observed by everyone in our business activities.

The goal is to achieve increasingly high ethical standards and to anticipate and guide everyone on dilemmas that may arise in daily activities.

This Code reflects our cultural identity and the commitments we undertake in the markets where we operate.

2. Scope

This Code applies to all professionals who interact with Grupo Baumer: employees, product or service providers, commercial agents, clients, shareholders, and other related parties.

The Code must be observed in all workplaces and areas of interaction within Grupo Baumer, whether physical or virtual, including factories, offices, conferences, or events.

3. General Principles

Grupo Baumer believes that to consolidate and develop, it must be based on precise business objectives and ethical principles shared by all.

We are a group operating in the medical and hospital market aiming for continuous development, performance leadership, and customer satisfaction.

Among our most important goals is to maintain the reputation of a solid and trustworthy company, aware of our social and corporate responsibility, pursuing results honestly, fairly, legally, and transparently.

Our actions should always be marked by integrity, trust, and loyalty, as well as respect and appreciation for human beings, in their privacy, individuality, and dignity.

Everyone must be committed to upholding the values and image of Grupo Baumer, maintaining a posture consistent with this image and these values, and acting in defense of the interests of Grupo Baumer and the community.

The pursuit of Grupo Baumer’s development should be based on these principles, with the confidence that our actions are guided by the highest ethical standards.

4. Encouraged Conduct

Everyone should be attentive to the principles indicated in this Code of Ethics.

Here are some encouraged and expected behaviors:

• Collaborate and contribute to a healthy and productive environment, always avoiding conflict.

• Exercise consideration, empathy, and respect towards others.

• Never adopt humiliating, discriminatory, or harassing speeches or behaviors.

• Be attentive to the work environment and to other team members.

If you witness any action or speech that does not align with Grupo Baumer’s values and/or represents a violation of this Code of Ethics and Conduct, report it via the “whistleblower” channel, either identified or anonymously.

If comfortable, discuss the issue directly with your immediate leader.

If accused of disrespectful conduct, listen attentively and seek to resolve the issue. If necessary, seek assistance from the Ethics Committee (via the “whistleblower” channel), the Human Resources Department (HR), or your immediate leader.

5. Harassment

Grupo Baumer does not tolerate any form of aggression, whether physical or moral.

According to the legislation, moral and sexual harassment occur in the following situations:

• Moral harassment involves offending, embarrassing, or humiliating a person repeatedly, attacking their dignity and personality with the aim of weakening, ridiculing, or belittling them. It is a form of psychological torture, repeated and prolonged, and can be through action or omission.

• Sexual harassment involves any behavior seeking sexual advantage or favor. It does not require physical contact and can occur through words (oral or written), comments, gestures, behaviors, etc. Sexual harassment requires non-consent and/or resistance from the victim—i.e., forcing, coercing, pressuring, or emotionally constraining the victim to provide sexual favors.

Grupo Baumer encourages reporting any harassment, either identified or anonymously (via the “whistleblower” channel).

Statements will be received and treated equally.

For effective investigation, it is crucial to detail the circumstances, the people involved, and all possible information and evidence.

6. Discrimination

We repudiate any attitude guided by intolerance, prejudice, or discrimination related to origin, ethnicity, sex, age, or physical or mental characteristics.

In Brazil, racism is a crime and consists of discriminatory conduct directed at a specific group or community.

The penalty for the crime of racism can range from 1 to 5 years of imprisonment or a fine.

Racial injury is also a crime in Brazil and is associated with the use of offensive words referring to race, skin color, or gender with the intention of offending the victim’s honor.

For the crime of racial injury, the penalty may range from 1 to 3 years of imprisonment or a fine.

Racial injury is consummated at the moment of offending someone’s honor through offensive, discriminatory words that insult dignity.

If you experience or witness any situation of intolerance, prejudice, or discrimination, make a report identified or anonymously via the “whistleblower” channel.

7. Conflicts of Interest

The interests of Grupo Baumer must come first.

The interests of the team and the community should also take precedence over individual interests.

Conflicts of interest are situations that compromise impartiality, independence, and objectivity in conducting work, creating favoritism for oneself or for people with whom one has relationships to the detriment of the interests of Grupo Baumer, the team, and the community.

Therefore, when acting, we recommend evaluating whether the posture to be adopted will be contrary to (or not) the interests of Grupo Baumer, the team, and the community.

Hiring professionals (employees, suppliers, or service providers) who are relatives, spouses, partners, or have a close relationship and friendship will only be accepted with approval from the Ethics Committee, via the “whistleblower” channel, and provided there is no direct subordination relationship.

8. Fraud, Bribery, and Corruption

Grupo Baumer is against any form of fraud, bribery, or corruption. Business should be conducted with transparency and honesty.

Here are some examples of inappropriate conduct:

Fraud occurs in any act seeking to deceive someone with the purpose of causing harm, often to gain property or services unjustly. Examples: falsification of documents, alteration of accounting data, etc.

Bribery involves inducing someone to perform a certain act in exchange for money or another advantage. Examples: demanding something from a supplier or a candidate in a selection process.

Active corruption involves offering money or an undue advantage to a public employee or agent. Examples: offering money or an advantage to avoid an administrative fine or delay a judicial process.

Passive corruption is the act of receiving, directly or indirectly, an undue advantage by an employee or public agent.

Grupo Baumer deems it unacceptable to:

Suggest, offer, grant, promise, or receive courtesies, contributions, or favors of any nature to people and companies from the public and private sectors, third sector, or political party members, or government agencies, in exchange for or as a means of facilitating business, operations, or activities or seeking undue benefits for oneself or others. In case of doubts, consult the Ethics Committee via the “whistleblower” channel.

9. Relationships

9.1 Clients

Commitment to client satisfaction should reflect in respecting their rights and seeking solutions that meet their interests, always in line with Grupo Baumer’s development and profitability goals.

Serve clients courteously and efficiently, offering clear, accurate, and transparent information. Clients should receive responses, even if negative, to their requests in an adequate manner and within the expected timeframe.

Avoid giving preferential treatment to anyone based on personal interest or sentiment.

It is important that all relationships with clients and other parties are based on legal, efficient, and fair business practices.

Some business expenses are reimbursable. Expenses should always be made appropriately and legally and in accordance with company policy.

Selling items and services to government organizations is highly regulated. Professionals involved in this process must ensure that all transactions and relationships related to the government comply with applicable laws and regulations, including the provision of gifts.

9.2 Competitors

Fair competition should be the basis of all our operations and relations with other market companies.

This includes not making comments or contributing to the spread of rumors about competing companies.

The disclosure of non-public information must be pre-authorized in writing by the Executive Board of Grupo Baumer, under penalty of disciplinary measures, as well as civil and criminal liability.

It is prohibited to provide or obtain information from Grupo Baumer or competitors, engage in economic espionage, or obtain competitors' plans and actions through improper means.

9.3 Suppliers and Partners

The selection and hiring of suppliers or partners should be based on technical, professional, ethical criteria, and needs, conducted through a predetermined process such as bidding or price quotation, ensuring the best cost-benefit ratio.

Always check the reputation of your supplier or partner. Avoid doing business with those of dubious reputation.

9.4 Political and Associative Activities

Affiliation, association, or collaboration with political parties or other political entities, institutions, or associations, as well as contributions or services to them, should be done in such a way that makes it clear they are personal and avoids any involvement with Grupo Baumer.

9.5 Professionals

In cases where there is no direct subordination, there is no impediment to affective relationships between professionals.

In cases of direct subordination (e.g., directors and coordinators with subordinates; director and coordinator with a direct intern), the relationship must be reported to the immediate leader and the Ethics Committee via the “whistleblower” channel.

10. Alcohol and Drugs

Working under the influence of alcohol or illegal drugs endangers everyone’s life.

Therefore, Grupo Baumer prohibits the use and sale of such substances in the professional environment and common areas, as well as working while under the influence of these substances.

The consumption of alcoholic beverages at events sponsored by Grupo Baumer may occur if approved by the Board, if the professional is of legal drinking age, and if the event requires the consumption of alcohol (e.g., official dinners and events). This must be done responsibly, without compromising safety and productivity.

For personal use, we recommend that professionals act with responsibility, ensuring that such consumption does not impair work.

11. Social Media and External Communication

Social media (WhatsApp, Instagram, Facebook, TikTok, LinkedIn, and others) are important tools for promoting the image of Grupo Baumer.

We recommend adopting the following basic guidelines:

• Do not photograph, film, or disclose photos and videos of other professionals without authorization;

• Do not disclose photos and videos that could harm the reputation and visual identity of Grupo Baumer;

• It is prohibited to create social media accounts related to Grupo Baumer without authorization from the Communications Department;

• It is prohibited to mention Grupo Baumer in text posts, comments, or opinions;

• Posting criticisms of superiors or colleagues is unethical and unacceptable. If you disagree with a stance, remember that Grupo Baumer has its own whistleblower channel;

• Do not respond to posts with doubts or criticisms involving Grupo Baumer. There is a specialized department for this;

Corporate email and internet access should be used for professional purposes only, adhering to ethical, moral, and legal principles.

It is prohibited to access pages, sites, blogs, or other online content that displays offensive, illegal, or inappropriate content, such as pornography, pedophilia, discrimination, vandalism, among others.

In telepresence and face-to-face meetings, courteous and respectful treatment is required, with appropriate language and tone, as well as attire suitable for the meeting and the people involved.

12. Company Property

Professionals must uphold the values and image of Grupo Baumer by maintaining appropriate conduct and defending our interests.

The pursuit of development should be based on these principles, with the confidence that our actions are guided by the highest ethical standards.

The following conduct is NOT acceptable:

• Representing any company of Grupo Baumer when not authorized or qualified to do so;

• Using for personal purposes or passing on to third parties technologies, methodologies, know-how, and other information owned or developed by Grupo Baumer.

Examples of expected conduct that align with Grupo Baumer’s values and pursuit of results:

• Honestly acknowledging mistakes and immediately reporting them to your immediate leader;

• Questioning directives that are contrary to the principles and values of Grupo Baumer;

• Providing constructive criticism and suggestions aimed at improving the quality of work.

To ensure safety and accident prevention, Grupo Baumer does not allow the use of mobile phones or tablets in the manufacturing environment, except in cases previously authorized by the Communications Department.

Grupo Baumer also prohibits taking photos and videos of the factory, except in cases previously authorized by the Communications Department.

13. Relations in the Professional and Social Environment

Relations in the professional and social environment should be guided by courtesy and respect.

Collaborate to ensure that team spirit, loyalty, trust, conduct compatible with Grupo Baumer’s values, and the pursuit of results prevail.

When in a managerial role, keep in mind that your subordinates will take you as an example. Your actions should be a model of conduct for your team. The use of the position to request favors or personal services from subordinates is not allowed.

It is essential to recognize each person’s merit and provide equal access to existing professional development opportunities, based on the characteristics, skills, and contributions of each professional. No decision affecting the professional career of subordinates should be based solely on personal relationships.

Our choices and actions positively influence the trust we receive and can also generate discredit, leading to personal and professional dissatisfaction. Hence, it is crucial to qualify our professional conduct.

As a result, it is necessary to:

• Learn from mistakes, acknowledging them and proposing possible prevention mechanisms, given their potential to harm other colleagues;

• Perform work conscientiously, with integrity, diligence, and fidelity to the company’s interests.

14. Notification

If you witness or are a victim of a violation of this Code of Ethics and Conduct, immediately inform the Ethics Committee via the “whistleblower” channel, either with an identified report or anonymously if preferred.

Grupo Baumer will carry out all investigation procedures regardless of whether the report is identified or anonymous. In the case of anonymous reports, to maintain anonymity, it will not be possible to provide information to the whistleblower regarding the outcome of the investigation.

By reporting, you protect yourself, fulfilling your duty and reinforcing Grupo Baumer’s ethical principles.

Reports must be accompanied by all necessary information and possible evidence, otherwise, it may not be possible to investigate the report, leading to its filing without resolution.

Necessary information includes: names of all involved parties, including witnesses; date, time, and location of the occurrence; details of the incident, and any other important information.

Possible evidence includes: emails, messages, notes, letters, photos, audio, and others.

Reports will be received and investigated confidentially by the Ethics Committee, composed of the Director of Shared Services and HR Manager.

In the case of reports involving members of the main Committee, an alternative Committee will be formed, composed of the Director of Controllership.

Upon confirming a breach of the Code of Ethics and Conduct, Grupo Baumer’s Ethics Committee will analyze the severity of the offense and the involved circumstances.

Grupo Baumer will adopt disciplinary measures based on and within the limits of the current legislation.

According to the severity, the measures that may be adopted are:

• verbal warning;

• written warning;

• suspension;

• termination of employment for just cause;

• termination of commercial contract, in addition to any specific sanctions provided for in the respective contracts.

15. ATTRIBUTION AND COMPETENCES

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16. Non-Retaliation

Retaliation or intimidation against anyone who has made a report or any person participating in the investigation, including witnesses, is prohibited.

Such conduct will also be considered a violation of this Code of Ethics and Conduct, subject to disciplinary measures.

Grupo Baumer also warns that making false statements will be considered a serious violation and will result in disciplinary measures against the malicious whistleblower.

17. Effectiveness

This Code of Ethics and Conduct comes into effect on 04/01/2023 and remains in force for an indefinite period.