Teva Indices

PURPOSE AND SCOPE

Kjerag is committed to high standards of governance in the development and administration of indices and applies strict internal processes and controls to ensure integrity and ethics in the conduct of its business.

This Code of Conduct applies to all employees and service providers of Kjerag Índices de Mercado LTDA (“Kjerag”), or Teva Indices, in activities related to the administration of financial indices in the exercise of their professional duties, particularly those employees who may come to have access to confidential information (“Employees”).

PRINCIPLES

All Kjerag Employees must adhere to the following general principles:

Probity, good faith and professional ethics - The Employee must prepare analysis reports with all the care and diligence expected of a professional in their position.

Honesty, Integrity and Fairness - The Employee must observe the highest standards of honesty, integrity and fairness so as to maintain investor confidence in their profession.
Prudence and diligence - The Employee must conduct their activities with the care, diligence and prudence consistent with investor expectations.
Independence and objectivity - Analyses must always reflect the author's best judgement, never being influenced by pressures or benefits to which they may be subject.
Professional competence - The Employee must always seek to maintain and improve their technical competence, their knowledge of the instruments, institutions and rules governing the market, and of the information relevant to the exercise of their profession.
Compliance with laws and regulations - The Employee must comply with all rules and laws to which they are subject.

QUESTIONS ABOUT THE PRINCIPLES OF THIS CODE OF CONDUCT

This Code makes it possible to assess many ethical situations that may arise in Kjerag's day to day work, but it would be impossible to detail every scenario. It is therefore natural for questions to arise when facing a specific situation that conflicts with the compliance rules and principles guiding Kjerag's actions.

Any and all requests that depend on authorisation, guidance or express clarification from the Compliance Officer, as well as any occurrence, suspicion or indication of conduct by any Employee that is not in accordance with the provisions of this Code and the other rules applicable to Kjerag's activities, must be directed by the relevant person to the Compliance Officer.

An Employee who becomes aware of or suspects an act inconsistent with the provisions of this Code must immediately report such an occurrence to the Compliance Officer. No Employee will suffer retaliation for reporting, in good faith, violations or potential violations of this Code.

Employees may enter into contracts directly with Kjerag containing additional or similar clauses to this Code, in which case the application of this Code of Conduct will always be valid, and similar clauses will be interpreted cumulatively with this Code.

CONFIDENTIALITY POLICY

SECRECY AND CONDUCT

All Employees must read carefully and understand the provisions of this Code, and must sign the confidentiality undertaking, in the form set out in Annex II (“Confidentiality Undertaking”).

As set out in the Confidentiality Undertaking, no Confidential Information, as defined below, may under any circumstances be disclosed outside Kjerag. Any disclosure, whether personal or professional, that is not in accordance with Kjerag's legal and compliance rules is prohibited.

For the purposes of this Code, confidential, restricted or privileged information (“Confidential Information”) means, regardless of whether such information is held on disks, flash drives, tapes, emails, other media or physical documents, or is written, verbal or presented in tangible or intangible form, any information about Kjerag, about the companies belonging to its group, its partners and clients, including:

Know-how, techniques, copies, diagrams, models, samples, computer programs;
Technical or financial information, or information relating to investment or commercial strategies;
Structured transactions, other transactions and their respective analysed values;
Internal reports, studies, opinions and presentations on financial assets;
Structures, action plans, client lists, commercial counterparties, suppliers and service providers;
Strategic, market related or any other information concerning Kjerag's activities and its partners and clients, including corporate changes (mergers, spin-offs and acquisitions), information on the purchase and sale of companies, securities, including initial public offerings (IPOs), projects and any other fact known as a result of Kjerag's scope of activity and not yet duly made public; and
Other information obtained from partners, directors, employees, trainees, interns or apprentices of Kjerag and of other companies belonging to its group, or from its representatives, consultants, advisers, clients, suppliers and service providers in general.

Confidential Information may not be disclosed under any circumstances to third parties who are not Employees, or to unauthorised Employees, not only during the term of their professional relationship with Kjerag but also after its termination.

Employees must keep secret any Confidential Information to which they have access, until its disclosure to the market, and must ensure that subordinates and trusted third parties do the same, being liable for damages caused in the event of non-compliance.

Without prejudice to Kjerag's cooperation with the authorities supervising its activities, the disclosure of Confidential Information to government authorities or by virtue of judicial, arbitral or administrative decisions must be reported to the Compliance Officer in advance and in good time, so that they may decide on the most appropriate form for such disclosure, after exhausting all appropriate legal measures to avoid the aforementioned disclosure.

Should Employees gain access, by any means, to Confidential Information, they must bring that circumstance to the immediate attention of the Compliance Officer, also indicating the source of the Confidential Information obtained. This duty to report also applies where the Confidential Information becomes known accidentally, through casual remarks or through the negligence or indiscretion of persons bound to secrecy. Employees who access Confidential Information in this way must refrain from making any use of it or communicating it to third parties, other than reporting it to the Compliance Officer.

Without prejudice to the above, applicable to Employees, the other companies in Kjerag's economic group have their own rules regarding the confidentiality of data and information, ensuring the soundness and compliance of the group as a whole.

INSIDER TRADING, “TIPPING” AND FRONT-RUNNING

Under no circumstances may Confidential Information be used for acts amounting to: (a) Insider Trading, that is, the purchase and sale of securities based on the use of Confidential Information, with the aim of obtaining a benefit for oneself or for third parties (including Employees); (b) “Tipping”, that is, passing on to any third party outside Kjerag's activities Confidential Information that could be used advantageously in the purchase and sale of securities; or (c) Front-running, that is, the practice of taking advantage of Confidential Information to carry out or complete a transaction ahead of others.

It is expressly prohibited to make use of the practices described here in order to obtain, for oneself or for another, an undue advantage through trading, on one's own behalf or on behalf of third parties, in securities. The Employee will be subject to the penalties described in this Code and in applicable law, including possible dismissal for cause, it being understood that it is the Compliance Officer's duty to report such conduct to the competent bodies under the applicable regulation.

INFORMATION SECURITY POLICY

Information security measures are intended to minimise threats to Kjerag's business and to the provisions of this Manual, seeking primarily, but not exclusively, the protection of Confidential Information.

Kjerag's premises are protected by appropriate entry controls to ensure the safety of Employees and to protect the secrecy, integrity and availability of information.

All network equipment must have restricted access. The computers used by Employees must be secure, and open sessions must be locked when left unattended by the Employee responsible for their computer.

The information security and cyber security policy takes into account various risks and possibilities, considering the size, risk profile, business model and complexity of the activities carried out by Kjerag.

Direct execution of the activities relating to the information security and cyber security policy is the responsibility of the Compliance Officer, including its review, the running of tests and the training of Employees, as described in this Manual.

Kjerag exercises effective control over access to files containing Confidential Information, making them available only to Employees who are actually involved in the project requiring their knowledge and analysis.

Employees are strictly prohibited from making copies (physical or electronic) or printing files used, generated or available on Kjerag's network and from circulating outside Kjerag with these files, since such files contain information considered confidential.

The above prohibition does not apply where the copies (physical or electronic) or the printing of files serve the execution and development of Kjerag's business and interests. In such cases, the Employee in possession and custody of the copy or printout of the file containing the Confidential Information is directly responsible for its proper preservation, integrity and the maintenance of its confidentiality.

The exchange of information between Kjerag Employees must always be guided by the principle that the recipient must be someone who needs to receive such information to perform their duties and who is not subject to any barrier preventing receipt of that information. In case of doubt, the Compliance Officer must be consulted before disclosure.

Accordingly, Employees must not, under any circumstances, leave at their workstations or in any other physical space at Kjerag any document containing Confidential Information while the relevant user is absent, particularly after the end of the working day.

Any printed documents must be removed from the printer immediately, as they may contain restricted and confidential information even within Kjerag's internal environment.

Kjerag does not maintain a centralised physical archive; each Employee is directly responsible for the proper preservation, integrity and security of any Confidential Information held in physical form in their custody.

The disposal of Confidential Information in digital form must be carried out so as to make its recovery impossible. Physical documents containing Confidential Information, or copies of them, must be shredded and disposed of immediately after use so as to prevent their recovery or reading.

In line with the internal rules above, Employees must refrain from using flash drives, tapes, disks or any other media not intended exclusively for the performance of their duties at Kjerag.

Employees are expressly prohibited from using any personal equipment for the performance of professional activities, including but not limited to computers, tablets, mobile phones, and so on.

Sending or forwarding by email material containing discriminatory, prejudiced, obscene, pornographic or offensive content is also strictly prohibited, as is sending or forwarding emails with opinions, comments or messages that may defame the image and harm the reputation of Kjerag.

Receiving emails is often outside the Employee's control, but good sense is expected of everyone so as to avoid, where possible, receiving messages with the characteristics described above. In such cases, the Employee must delete them immediately, so that they remain on Kjerag's computers for the shortest possible time.

Viewing sites, blogs, photologs, webmail services and the like containing discriminatory or prejudiced content (regarding origin, ethnicity, religion, social class, political opinion, age, sex or physical disability), or obscene, pornographic or offensive content, is strictly prohibited.

The equipment provided by Kjerag has its USB ports blocked, preventing the transfer of files that may contain Confidential Information.

In addition, Kjerag's systems block (a) sending emails to personal email addresses, (b) sending emails containing lines of code, and (c) sending emails containing clients' personal data to external email addresses.

Every Employee must be careful in using their own equipment and systems and take care of the proper use of others. Should any Employee identify poor preservation or improper or inadequate use of any asset or system, they must inform the Compliance Officer.

Any suspicion of infection, unauthorised access, other compromise of Kjerag's network or devices (including any actual or potential breach), or any leak of Confidential Information, even if unintentional, must be reported promptly to the Compliance Officer. The Compliance, Risk and AML Officer will determine which clients or investors, if any, should be contacted in relation to the possible breach.

INTELLECTUAL PROPERTY

All documents and files, including without limitation those produced, modified, adapted or obtained by Employees, related directly or indirectly to their professional activities at Kjerag, such as draft contracts, memoranda, letters, facsimiles, client presentations, emails, electronic correspondence, computer files and systems, spreadsheets, formulas, action plans, as well as valuation, analysis and management models, in any format, are and will remain the exclusive property of Kjerag. For this reason the Employee undertakes not to use such documents, now or in the future, for any purpose other than the performance of their duties at Kjerag. All documents must remain in the possession and custody of Kjerag, and the Employee is prohibited from appropriating any of these documents and files after leaving Kjerag, unless expressly authorised by Kjerag and subject to the provisions below.

ACTIVITY SEGREGATION POLICY

Kjerag does not currently carry out an activity exhaustively regulated by the CVM; companies in its group, however, do, and those activities may require specific accreditation and may be subject to a number of requirements. In line with those requirements, Kjerag will, wherever applicable, assure Employees, its clients and the regulatory authorities of the complete segregation of its activities, adopting operational procedures aimed at the physical segregation of premises between Kjerag and companies responsible for different activities provided in the capital markets.

Any and all information or data of a confidential nature (including without limitation all technical, financial, operational and economic information, as well as other commercial information) concerning Kjerag, its activities and its clients, and any copies or records of the same, oral or written, held in any physical or electronic medium, that have been directly or indirectly provided or disclosed by reason of the activities carried out by Kjerag, must not be disclosed to third parties without the prior express authorisation of the Compliance Officer.

In carrying out their activities, Employees must act with the utmost loyalty and transparency. This means, among other things, that when faced with a potential conflict of interest, Kjerag must state that it is acting in a conflict of interest and the sources of that conflict, without prejudice to the duty to report after new conflicts of interest arise.

CONFLICT OF INTEREST POLICY

Conflicts of interest are situations in which, for example, the interests of Kjerag or of companies linked to it or of a given Employee may diverge from or conflict with the interests of its clients, or situations in which the personal interests of a given Employee may diverge from or conflict with the interests of Kjerag (“Conflict of Interest”).

Examples of Conflicts of Interest within the scope of Kjerag's activities are situations in which Employees, subsidiaries, their controlling shareholders or companies under common control:

I - Hold material equity interests in issuers that are index constituents, or the issuer, its subsidiaries, its controlling shareholders or companies under common control hold material interests in Kjerag, its subsidiaries, its controlling shareholders or companies under common control;

II - Hold material financial and commercial interests in relation to the issuers of the indices;

III - Are involved in the acquisition, disposal or intermediation of the securities underlying the indices;

The Employee has a duty to act in good faith. To that end, the Employee must be alert to possible Conflict of Interest situations and, whenever such situations arise, must immediately inform the Compliance Officer of their existence and refrain from completing the act or omission giving rise to the Conflict of Interest until a decision to the contrary is made.

Employees undertake to inform Kjerag if they or any of the Employees involved in carrying out their activities are in a situation that may affect impartiality or may constitute a Conflict of Interest.

CONFLICTS OF INTEREST BETWEEN THE ACTIVITIES PROVIDED BY KJERAG AND THOSE PROVIDED BY COMPANIES IN ITS ECONOMIC GROUP

In addition, the applicable rules do not prohibit the existence of potential Conflicts of Interest, but they do require market participants to establish mechanisms to mitigate potential Conflicts of Interest and to disclose them to the CVM, to investors and to companies operating in the market that come to have dealings with Kjerag.

Accordingly, Kjerag states that it is part of an economic group in which the company Kjerag Indices de Mercado - Desenvolvedora de Indices de Mercado, registered under CNPJ no. 34.742.095/0001-30, provides market index development and licensing services (“Teva Indices” or “Index Provider”), Teva Nxt Capital Ltda., registered under CNPJ no. 53.852.674/0001-80, provides securities portfolio management services (“Teva NXT” or “Manager”), and Humantay Assessoria e Consultoria Ltda (“Humantay” or “Teva Research”) carries out analysis activity under CVM Resolution no. 20 of 25 February 2021 (“CVM Resolution 20”) and the APIMEC Code of Conduct - Self-Regulation for the Securities Analyst (“APIMEC Code of Conduct”).

It should be noted that Humantay and the Manager appear only as companies belonging to the same economic group, meeting a series of requirements to which they are subject, among them full independence and segregation between the companies, including physical and logical segregation.

In this context, in order to safeguard against possible Conflicts of Interest between Teva Índices, Teva Nxt and Humantay, the following measures are adopted:

SEGREGATION

There is absolute segregation of the premises of Humantay, Teva Nxt and Kjerag, thereby respecting the “chinese wall” rules as to the total and complete segregation of system structure and of Employees.

Physical segregation is achieved through the use of access controls between the working areas of Humantay, Teva NXT and Kjerag, since the companies are located in the same building. Access authorisation and monitoring are carried out by the Compliance Officer, who assesses which areas each partner or Employee needs access to in order to carry out their activities. Finally, only the Compliance Officer and the infrastructure analyst have access to the area housing the companies' data and communication servers.

Confidential areas or areas with a Conflict of Interest are separated by company and space, with access controlled doors between the areas of Humantay, Teva NXT and the areas of Kjerag, so as to comply with the applicable regulatory obligations. Kjerag Employees will not, under any circumstances, leave documents containing confidential information in areas common to the institutions, namely meeting rooms, the canteen and reception, under penalty of internal sanctions and individual liability in the event of any administrative or judicial action based on the improper leaking of company information.

Virtual segregation, covering the network, systems and data, is achieved through the use of access controls between Kjerag's working areas. Access authorisation and monitoring are carried out by the Compliance Officer, who assesses which areas each Employee needs access to in order to carry out their activities. Only the Compliance Officer and information technology (“IT”) Employees have access to user creation and to the network located on the data and communication servers. Each Employee has their own usage profile, controlled by the Compliance Officer. In addition, segregated data networks are used for the computers in those areas. There is restricted system access between confidential areas or areas with a Conflict of Interest, for example the use of networks with segregated systems for the computers in those areas.

FULL DISCLOSURE

There is public full disclosure of the corporate relationship between Kjerag, Humantay and Teva Nxt.

GIFTS AND INVITATIONS

Employees and service providers may not accept or receive gifts or invitations from clients, suppliers or other parties with whom the employee or supplier deals in the exercise of their professional activities, in breach of Kjerag's internal policies.

ANTI-CORRUPTION

Employees and service providers may not accept or incite any form of bribery or financial or non-financial corruption, including the promise, granting or receipt of benefits with the aim of obtaining any kind of personal or business advantage. This applies to the dealings of employees and service providers with any person or organisation that may exert influence over their professional activities.

WHISTLEBLOWING

Any potential misconduct or irregularity observed must be reported immediately by the employee or service provider through the official email channel denuncia@tevaindices.com.br.

CONTACTS

contato@tevaindices.com.br

CODE OF CONDUCT AND ETHICS