Anti-Bribery & Anti-Corruption Policy

1. Commitment

Microboard has zero tolerance for bribery and corruption.

This Policy must be read together with Brazilian Law 12,846/2013, Decree 11,129/2022 and other applicable Brazilian rules. Transactions subject to foreign laws must also comply with applicable requirements, which may include the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act and local laws of the relevant jurisdiction.

Reference to foreign laws does not mean that every such law applies to every Microboard transaction; applicability depends on the legal nexus of the transaction.

2. Prohibited conduct

It is prohibited, directly or indirectly, to:

• offer, promise, give, authorize, request or accept an improper advantage;
• pay or receive kickbacks, bribes or improper commissions;
• make facilitation payments;
• use a third party to make a prohibited payment;
• conceal an improper payment as reimbursement, consulting, marketing, commission, freight, donation or another expense;
• improperly influence or defraud inspections, permits, taxes, customs, public tenders or government contracts.

3. Public officials

Interactions with public officials, employees of state-owned enterprises, tax or customs officials, regulators and representatives of public organizations must be lawful, documentable and strictly professional.

As a rule, cash, cash equivalents and personal benefits to public officials are prohibited.

Any hospitality, travel, institutional gift or expense involving a public official requires prior review of legality, purpose and risk.

4. Private-sector bribery

Commercial bribery is also prohibited. Employees of customers, suppliers or partners may not receive personal benefits in exchange for influencing contracting, pricing, payments, approvals, inspections or other decisions.

5. Gifts and hospitality

Permitted only where:

• there is a legitimate business purpose;
• the value and frequency are reasonable;
• they are lawful and consistent with the counterparty's policies;
• they are not cash or cash equivalents;
• there is no expectation of preferential treatment;
• they can be transparently recorded.

Financial thresholds and internal approvals must be set in a separate operational procedure.

6. Donations, sponsorships and political contributions

Donations and sponsorships must have a legitimate purpose, verifiable recipient, proper documentation and appropriate approval.

Microboard does not make political contributions in the company's name or with company funds.

7. Third parties

Agents, consultants, representatives, customs brokers, distributors and other risk-relevant third parties must undergo risk-based due diligence before engagement and during the relationship.

8. Red flags

Examples include:

• unexplained payment to a third-party bank account;
• disproportionate commission;
• consulting engagement without clear scope;
• request for cash;
• an “indispensable” intermediary recommended by a public official;
• refusal to provide basic due-diligence information;
• request for false documentation;
• undisclosed relationship with a decision-maker;
• payment requested to accelerate routine governmental action.

A red flag does not establish wrongdoing but requires review before proceeding.

9. Books and records

Payments and transactions must reflect their true nature. False, incomplete or misleading documentation is prohibited.

10. Training and review

Microboard should provide risk-based communication and training and periodically review this Policy.

11. Speak Up / Integrity Channel

Concerns should be reported through the Integrity Channel. Retaliation for good-faith reporting is prohibited.