HANDOVER CODE OF ETHICS AND CONDUCT, Handover LLC (Handover) created its code of ethics and conduct to describe the standards of behavior binding on its entire team, as part of the company’s philosophy and values. Ethics governs human conduct in general, directed at achieving pragmatic and practical goals in the interest of the individual and of society. The purpose of ethics is to establish principles of behavior capable of helping people choose between alternative courses of action.
1. purpose of this code
To serve as a mandatory reference for the conduct of all of its employees, partners, directors, interns, suppliers and business partners, enabling ethical behavior and putting into practice the values embraced by Handover.
2. general principles
All those to whom this Code applies must fulfill the duties and observe the ethical standards prescribed, and notably the guiding principles of: Mutual cooperation. Customer satisfaction. Safety. Continuous improvement. Responsibility. Social and environmental responsibility. Initiative. Impersonality. Morality. Honesty. Impartiality. Loyalty. Efficiency. Transparency. Confidentiality and Protection of Personal Data. Handover repudiates the practice of discrimination, racism, bribery, extortion, corruption and the payment of kickbacks, in all their forms, inside or outside our companies. Handover does not tolerate harassment, whether sexual, moral or of any other nature, nor situations amounting to intimidation or threat in the relationships between professionals, regardless of hierarchical level. Harassment is characterized by someone in a position of advantage using that advantage to humiliate, coerce, embarrass or take advantage of another person. Such practice will subject the professional to the measures provided for by law.
3. professional conduct
The following standards of professional conduct are required of Handover professionals:
I. To act with integrity, competence, dignity and ethics when dealing with the public, clients, colleagues and other professionals.
II. To act, and to encourage colleagues and clients to act, professionally and ethically, in a way that upholds the company’s credibility.
III. To seek to maintain and raise their technical competence and to contribute to the development of everyone in the company, striving for the best result.
IV. To guide their professional behavior by impartiality of judgment and restraint in public statements.
V. To refrain from making, on Handover’s behalf, any contribution in money, goods or services to political campaigns or causes, except with the approval of the Compliance area. Any contributions must comply with the legislation in force.
VI. To carry out their activities always respecting the protection of personal data, following the rules and parameters defined in this Code, in training and in related policies, above all the internal information security and personal data protection policy.
4. conflicts of interest
I. A conflict of interest in the professional/company relationship occurs when the professional uses influence or commits acts with the aim of obtaining personal benefits, or that may cause damage or harm, or that are contrary to Handover’s interests.
II. The professional may not carry out outside activities, provide consulting, hold positions, etc., in organizations whose interests conflict with Handover’s.
III. Ownership interests are also not accepted, whether held directly or through a spouse or family members, as defined below, in companies that compete directly with Handover, if the position held by the professional gives them the power to influence transactions or access privileged information, or if the interest benefits the professional, their spouse or family members.
IV. A professional who performs additional activities at other companies (holds positions in outside entities) and/or whose spouse or family members work at competitors or business partners must immediately report the fact, in writing, to their superior, who will assess potential conflicts of interest and clashes with working hours, preventing harm to their work at Handover.
V. Family members by blood up to the second degree are: parents, children, grandparents and siblings. For the purposes of this Code, relatives by affinity up to the second degree are also considered, namely: spouse, partner, son-in-law, daughter-in-law, parents-in-law, stepfather, stepmother and stepchildren.
VI. The provisions on family ties with competitors and business partners were formalized and implemented in this Code as of 2025, becoming an express part of Handover’s conflict-of-interest prevention guidelines.
5. duties and obligations
The following are duties of Handover professionals, without prejudice to those established by law and by the other rules applicable to the company’s activities:
I. To adopt principles and standards compatible with the company’s public and social responsibility in all professional decisions, attitudes and activities.
II. To act aware that their work is governed by ethical principles that materialize in the proper provision of services.
III. To perform their duties honestly, loyally and fairly.
IV. To treat colleagues, clients and third parties courteously and respect their privacy, without prejudice as to origin, race, sex, color, age, sexual orientation, religion or any other form of discrimination.
V. To resist any pressure or intimidation from beneficiaries, interested parties and others seeking to obtain undue favors or advantages through immoral, illegal or unethical actions.
VI. To maintain a strictly professional relationship with the client, preserving the impartiality necessary to perform their duties.
VII. To keep absolute confidentiality regarding operations, as well as information not yet made public, its clients, service providers and suppliers, of which they become aware through their professional work. VIII. To comply with all policies institutionalized by Handover, especially those linked to combating money laundering and active and passive corruption, and the other corporate governance rules, full and unconditional compliance with the US Anti-Corruption Law (Law no. 12,846/2013) being every professional’s duty.
a. Handover reinforces its full commitment to international anti-corruption legislation, in particular;
b. Foreign Corrupt Practices Act – FCPA (USA): Any Handover professional, partner, director, franchisee, supplier or business partner is expressly forbidden from offering, promising, authorizing or making, directly or indirectly, any payment, gift, advantage or benefit of value to a foreign public official, political party, candidate for public office or any intermediary, with the aim of obtaining or retaining business or undue advantages. Handover further requires that all accounting records, contracts and documents accurately and transparently reflect the transactions carried out, and the keeping of unrecorded funds or accounts is forbidden. Facilitating payments, payments to speed up administrative routines, are equally prohibited, regardless of amount or local custom;
c. UK Bribery Act (United Kingdom): Applies to all Handover operations connected to the United Kingdom, prohibiting both the payment and the receipt of bribes in public and private transactions;
d. Anti-corruption due diligence: Before engaging sales representatives, agents, consultants or any third parties acting on Handover’s behalf before government authorities or strategic clients, an integrity assessment (compliance due diligence) must be carried out, with proper documentation of the process;
e. Any suspected violation of the rules above must be immediately reported to the board or to Handover’s whistleblowing channel, and any form of retaliation against a good-faith whistleblower is forbidden.
6. use of email and professional communication tools
I. The use of Handover’s official email and other communication tools must be limited to strictly professional matters. Such communications must use formal language; slang, profanity or any term that could compromise Handover’s institutional image or a good working environment is forbidden.
II. Electronic systems and IT resources are available to professionals for the proper performance of their duties.
III. Their use for personal matters is allowed in moderation, provided it does not go against internal rules and guidance or hinder the progress of work. Accessing, exchanging, storing or using content that is obscene, pornographic, violent, discriminatory, racist or defamatory, that disrespects any individual or entity, or that is contrary to Handover’s policies and interests, is prohibited. Games and the spreading of chain messages are also not allowed.
IV. System and email passwords are personal and the professional’s exclusive responsibility; sharing them with third parties, even a colleague, is not permitted.
V. No software or programs of any kind may be copied or installed on Handover’s computers without prior authorization from the Information Technology area. Installing unlicensed software, viruses, malware, trojans or similar devices may subject the professional to administrative sanctions.
VI. Access to email and any other communication tools by professionals who do not hold positions of trust, outside working hours, will occur exclusively with the prior authorization of the area’s manager.
7. artificial intelligence use policy
I. Artificial intelligence (AI) tools, including text assistants, image generators, data analysis platforms and the like, may only be used in Handover’s professional environment for purposes directly related to the professional’s activities, subject to the restrictions in this article.
II. It is expressly forbidden to enter into AI tools, whether free or paid, any personal data of clients, franchisees, investors, employees or third parties, including, without limitation: names, identification documents, addresses, contact details, individual financial information, images or any other data that allows the direct or indirect identification of a person. This prohibition is absolute and admits no exceptions, regardless of the tool used or the stated purpose.
III. In paid AI tools expressly authorized by the Information Technology area, files such as spreadsheets, reports and operational documents may be entered, provided they have been previously anonymized or de-identified, that is, that they contain no personal data as defined in item II above. The professional is responsible for checking and ensuring the absence of personal data before entering any file into an AI tool, even a paid and authorized one.
IV. Content generated by AI tools in the course of professional activities is the responsibility of the professional who produced it. It is up to the professional to review, validate and ensure the accuracy, legality and adequacy of all AI-generated content before using, publishing or sending it on Handover’s behalf.
V. The use of AI tools to create false, misleading or discriminatory content, or content that violates third-party rights, including copyright and image rights, is forbidden.
VI. Handover may, at its discretion, authorize the use of specific AI tools for certain roles or teams, through formal communication. In such cases, professionals must follow the guidance
on safe use defined by the Information Technology area.
VII. It is equally forbidden to enter into AI tools, on any platform, commercial strategies, expansion plans, business models, contracts, proposals, financial spreadsheets containing sensitive data, source code or technical specifications of Handover’s proprietary products and systems, except when expressly authorized by the board and subject to the security safeguards defined by the Information Technology area.
VIII. Failure to comply with the guidelines above, especially the sharing of personal data or confidential information with AI tools, will be considered serious misconduct, subjecting the professional to the sanctions provided for in this Code and in the applicable legislation, including civil and criminal liability under the CCPA/CPRA and other relevant rules.
IX. With the express written authorization of Handover’s board, the entry of data or information covered by the prohibitions of this article may be allowed on an exceptional basis, provided the authorization specifically identifies the AI tool to be used, the data or files authorized, the justified purpose and the applicable security safeguards. The authorization does not release the professional from taking all care necessary to protect the information, and they remain responsible for the proper use of the data during and after the use of the tool.
8. use of equipment and any other assets or resources
I. Each and every material made available by Handover is Handover’s property and must remain on company premises unless a superior authorizes its removal from the workplace.
II. When using any Handover equipment, asset or resource, the professional must always apply the same care, diligence and attention they give their own belongings.
III. Loss, unusual deterioration or theft of the resources provided must be reported immediately; where the professional is exclusively at fault, they will reimburse the costs of that resource.
IV. Every email, website or any other means of communication used by the professional for professional purposes is Handover’s property and right and may therefore be monitored at any time, above all communication through Handover equipment.
V. Professionals may not use their own computers on Handover premises, nor download to their own devices (flash drives and the like) any digital file or program from Handover’s computers and/or computer network, without the directors’ prior authorization.
VI. Professionals may not access, or attempt to access, without the presence or supervision of a manager, any network or cloud environment unrelated to the performance of their activities.
VII. Access to and use of any assets must follow the procedures and processes set out in the Information Security Policy.
9. remote work and hybrid arrangements
I. Professionals working remotely or in a hybrid arrangement are subject to the same ethical, confidentiality and information security obligations set out in this Code, regardless of where
their activities are carried out.
II. Accessing Handover’s systems, networks and tools through public or open networks (such as Wi-Fi in cafés, airports, hotels or similar places) without the corporate VPN or an equivalent solution authorized by the Information Technology area is forbidden.
III. The professional is responsible for the physical security of the environment in which they work remotely, and must ensure that professional documents, screens and conversations are not accessible to unauthorized third parties, including family members and other people present.
IV. Equipment provided by Handover for professional use may not be used by third parties, even family members, for any purpose, even in a remote arrangement.
V. In the event of loss, theft or compromise of Handover equipment, access credentials or any asset during remote work, the professional must immediately report the fact to the Information Technology area and to their manager, so that the necessary containment measures can be taken.
VI. Virtual meetings involving confidential, strategic or client information must be held in settings that ensure privacy; recording without the express consent of all participants is forbidden, except where provided for by law or expressly authorized by the board.
VII. Failure to comply with security guidelines in remote settings will be treated with the same rigor applied to infractions on Handover’s premises.
10. receiving gifts and giveaways
I. Institutional giveaways and invitations are accepted practices of courtesy and cordiality in a business relationship, provided they do not indicate an intention to obtain benefits, do not influence decisions and do not create any commercial obligation in any negotiations.
II. Institutional giveaways such as planners, pens, calendars and others up to the limit of US$100.00, which amount to courtesy and cordiality between the parties to a business relationship and do not represent the obtaining of benefits in any negotiation, may be accepted by professionals. However, everyone must also pay attention to the context in which giveaways are received and offered, and not only to their value. When in doubt, consult your superior.
III. Giveaways and/or gifts above the amount stated may be accepted when there is a real opportunity to develop a commercial contact, provided a superior authorizes it, as well as those that represent a distinction or tribute to Handover, and not to specific professionals, and these must be forwarded to HR for a draw involving all of the company’s professionals.
IV. Receiving giveaways or gifts in cash is forbidden, for any reason.
11. relations with the media and other outlets
I. The media acts as a relevant instrument of information for the various segments of society. Therefore, whenever possible, and in the absence of legal or strategic obstacles, Handover will remain accessible and available to provide data and clarifications.
II. Only expressly authorized professionals are allowed to speak, on Handover’s behalf, with
the media. In all other situations, only the managing partners are authorized to make statements to the press in general (spoken, written, television, internet, etc.).
III. It is prohibited, under any circumstances, to make any statement to the press that could be interpreted as discriminatory on the grounds of origin, ethnicity, religion, social class, sex, sexual orientation, among other reasons. The use of language inconsistent with good manners is also forbidden. This item includes the prohibition of statements to the media that may appear to have, or that have, party-political orientation or an ideological slant of any nature.
IV. If a Handover professional is authorized to take part in interviews and the like, they must always consult the legal area or their superior, and must limit themselves to strictly technical, precise and complete comments, based on facts, avoiding unnecessary value judgments. Statements must also be guided by terminological precision, avoiding the disclosure of sensitive or controversial information.
V. Handover does not authorize, save express exceptions, the use of social media for any professional statement by a company professional.
12. confidentiality
I. The professional must guide all of their professional activity by confidentiality, undertaking to pass on to third parties and others only the information strictly necessary and related to the business concerning each of them. The following information is also considered confidential:
a. Information related to loans, fund management and any business conducted by Handover;
b. Information originating from the market, clients or third parties and obtained as a result of the relationship between the professional and Handover;
c. Any personal data, including that of prospects, professionals, suppliers and third parties;
d. Any other information that, by the nature of the data conveyed, must be considered confidential. It is emphasized that disclosing confidential or privileged information is a crime, in addition to giving rise to civil liability.
II. The reproduction or transfer, in any form, of any confidential content will be considered serious misconduct when not within the strict duties delegated to the professional.
III. The professional’s departure will entail the immediate transfer of all content they hold to the person responsible for the Human Resources area. Departure also does not release the professional from confidentiality obligations, which will remain in force.
V. Given Handover’s international operations, especially in the North American market, professionals who process data of data subjects residing in the United States must additionally observe the following legislation:
a. California Consumer Privacy Act and California Privacy Rights Act, CCPA/CPRA: Applicable to the processing of personal data of consumers residing in the State of California, it ensures rights of access, deletion, portability, correction and opt-out of the sale or sharing of personal data. Handover undertakes to respond to data subjects’ requests within the legal deadlines and to keep adequate records of processing activities;
b. General privacy principles in the US: In the absence of unified federal legislation, Handover adopts as a reference the guidelines of the Federal Trade Commission (FTC) and observes the sector frameworks applicable to its activity, including those related to data security in physical and digital environments;
c. International data transfers: The sending of personal data between the US operations
(Handover LLC) and the North American operations (Handover LLC) must observe the legal international transfer mechanisms provided for in the CCPA/CPRA and applicable regulations, with the adoption of adequate contractual safeguards;
d. In the event of a security incident involving data of international data subjects, Handover will follow the notification procedures required by the applicable local legislation, without prejudice to the obligations under the CCPA/CPRA.
13. relations with service providers and suppliers
I. Handover conducts its business under the principle of fair competition. Accordingly, all market and competitor information that is legitimate and necessary to the business must be obtained through transparent and honest practices; obtaining it by illicit means is not accepted.
II. Professionals may not share confidential matters and/or information of their goods and service suppliers, business partners or clients with outside parties without their superior’s prior written permission.
III. Professionals may not adopt any attitude that tarnishes the image of Handover’s competitors, suppliers of goods or services, or business partners.
IV. Professionals must act in accordance with the parameters established by law against any type of restriction on competition. Given the differences in the application of existing antitrust and competition laws, the Compliance area must be consulted for proper guidance.
V. No understandings with competitors are to be pursued with the aim of abusing economic power or engaging in arbitrary commercial practices. No professional is authorized to take part in discussions involving, for example, the allocation of markets or customers, the pre-setting of prices or indexes, or any other type of activity that prevents competition among suppliers.
VI. Participation in meetings of trade associations or industry events involving contact with competitors must be treated jointly as an opportunity for a legitimate exchange of ideas, without infringing the applicable legislation.
VII. Infringements of these laws can result in fines and other punitive measures, both for Handover and for the individuals involved.
VIII. In relationships with suppliers, professionals must ensure that suppliers are committed to anti-corruption and anti-money-laundering practices and are not connected, in any way, with inhumane working conditions or conditions analogous to slavery.
IX. The engagement of suppliers that process personal data controlled by Handover will always be preceded by an assessment of the supplier’s legal and security adequacy in processing personal data.
14. relations with regulators and other government bodies
I. Only expressly authorized professionals may send information and respond to other requests from regulatory authorities and government bodies.
II. Where information about clients, investors, fund distributors or third parties (service providers or suppliers, etc.) is requested by government bodies such as the Central Bank, the CVM,
the Federal Revenue Service, the Public Prosecutor’s Office, or in connection with judicial, arbitration or administrative proceedings, such requests must be forwarded to a Handover director so that the necessary measures can be taken.
15. handover’s intellectual property
I. The models, internal routines, databases and analysis systems developed, under development or yet to be created within the work routine, even by professionals in the course of their duties, are Handover’s exclusive intellectual property, and it is for the directors to decide on their commercialization, reproduction or use, always within the limits of Handover’s articles of association.
II. Copying, selling, using or distributing information, analysis spreadsheets, internal reports and other materials that support Handover’s decision-making is forbidden without the prior written consent of a person with express powers to give it.
III. All programs, facilities, projects, products or any other elements that can be legally protected or commercialized, jointly or separately, belong to Handover, even if produced by a professional, who is not entitled to any ownership, remuneration or share in the results arising from the asset.
16. ethics committee
I. Handover may create an Ethics Committee, which will be responsible for permanently assessing the currency and relevance of this Code, and for determining the actions needed to publicize and disseminate the highest standards of ethical conduct within the company.
II. It is also responsible for judging the most serious cases of violation and applying the appropriate sanctions for infringements of the code.
III. Until the Committee is installed, the global Human Resources department, with legal oversight, is responsible for reviewing cases of infringement of this Code.
IV. Whoever reviews any report must keep each and every piece of information absolutely confidential and will act autonomously and independently, and will have as their main duties:
a. To publicize and spread all the ethical principles of this Code;
b. To ensure effective compliance with the ethical principles and other rules established in this Code;
c. To act to clarify possible doubts about specific cases and about the interpretation of this Code;
d. To encourage and receive suggestions for improvements and updates to the rules of this Code and any other policies in use;
e. To receive and conclusively investigate reports of suspected misconduct or contrary behavior;
f. To make available and publicize communication channels for reports;
g. To dispel and prevent fear on the part of the harassed person and the reporter as a result of a report.
h. To apply, or recommend the application of, the legal and internal penalties arising from practices that breach this Code or any policies, and, to the person responsible for harassment, the disciplinary penalty corresponding to the seriousness of their conduct, observing the principles of moderation and proportionality; i. To attempt mediation between the parties involved in the harassment for an amicable resolution of the conflict, where
possible.
17. compliance with the code of ethical conduct and updates
I. Handover expects everyone to whom this Code applies to adopt ethical conduct compatible with the company’s values and beliefs, being responsible for complying with it in full.
II. Accusations or information proven to be false regarding misconduct are unacceptable, subjecting the person responsible to the disciplinary measures arising from the law and the company’s rules.
III. Failure to comply with this Code will be reviewed case by case and may even be considered, depending on the consequences of the practice, serious misconduct by the professional, under the applicable legislation.
IV. This Code will be revised and updated whenever necessary and will undergo a mandatory review at least every 12 (twelve) months.
18. sanctions
I. No act or conduct contrary to the values and principles that guide this Code, or that entails non-compliance with the guidelines established here, will be tolerated; offenders are subject to the applicable disciplinary sanctions provided for by law, always beginning with a warning.
II. Repeat offenses and failure to follow the action plans drawn up after proper guidance may lead to more severe measures, up to the professional’s dismissal. The Compliance Committee’s attitude toward the offender must be fair, reasonable and proportionate to the fault committed.