Governance Instruments

There is only one way to do things: the right way. And we are all in charge

We believe that a more ethical and supportive world is built by sharing ideas and practices with our employees, suppliers, and partners to promote a culture of transparency and trust.

At MRV&CO, organizational values are our guidelines.

These principles guide our entire operation, who we are, who we seek to be, and how we interact with each other. With them, we strengthen our Culture of Integrity – which is supported by our Integrity Program, the Code of Conduct, the Bylaws, and various Policies and Regulations guiding all actions taken at MRV, Sensia, and

Luggo.

Urba has its own Code of Conduct, Integrity Program, and training, as shown ahead. AHS, as an originally North American company, offers a different historical and cultural background from the other companies in the group. The recent association between brands and organizational cultures inspires our current dedication to creating a robust Governance model that speaks to our stakeholders and responds to their main aspirations and needs.

Read our Ethics and Integrity documents.

Integrity Program

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The Integrity Program articulates all corporate instruments and unfolds them into actions at all levels of MRV&CO. Under the management of the Compliance area, it develops and implements guidelines and processes to ensure that our business complies with the values, Code of Conduct, Policies, and current legislation. Its primary objective is to prevent, identify and

remedy ethical deviations, fraud, and irregularities.

The Integrity Program pillars: The Integrity program has a fundamental impact on strengthening the culture of integrity and MRV&CO’s institutional image – increasing trust in relationships with partners, suppliers, and customers; protecting the brand and the professionals’ reputations; strengthening anti-corruption mechanisms and increasing the Group’s and companies’ market valuegrupo e das empresas.

• Top management commitment to a culture of integrity • Code of Conduct, Policies, and Procedures • Risk & Compliance Monitoring • Communication and Training • Integrity Due Diligence • Confidential Channel and Consequence Management

MRV: Acknowledging integrity and ethics

Among the 67 companies that received the PróÉtica 2020/2021 seal, MRV was the first and only construction company and developer to obtain the highest recognition of integrity and ethics in the corporate environment – for running an effective Integrity Program and making voluntary commitments to various national and international entities guided by integrity, transparency, equity, accountability, and corporate responsibility.

The Pró-Ética seal is an initiative carried out over 10 years by the Comptroller General of the Union (CGU) of Brazil in partnership with the Ethos Institute as an incentive for the voluntary adoption of integrity and corruption prevention measures in the business sector.

Compliance Policies

The MRV&CO Compliance Policies support the Integrity Program and follow the best standards in business ethics practices. Fully aligned with the Group’s strategic objectives, the policies are approved by the Board of Directors and reflect our transparency and our commitment to excellence in Governance.

• Anti-Corruption Policy • Consequence Management • Risk Management Policy • Compliance Policy • Donation and Sponsorship Policy

Code of Conduct

MRV&CO’s Code of Conduct assembles the group’s values and ethical and behavioral guidelines for all our employees and the stakeholders with whom we interact – partners, customers, public agents, suppliers, third parties, etc. It is a reference document to guide us and conduct our business.

It is paramount to publicize and encourage compliance with these guidelines and ensure that they are known and upheld. To that end, regular employee training on the main topics of the Code of Conduct is one of the pillars of the Integrity Program, which is our benchmark to guide actions and decisions aimed at preserving the credibility and trust of all in the group, in and outside our companies

Learn more about MRV&CO’s Code of Conduct.

Anti-Corruption Practices

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The prevention and fight against corruption and bribery in the MRV&CO group is led in a structured manner and is systematized by the Compliance, Legal, Risk Management, and Internal Audit departments. The guidelines apply to all employees and third parties related to MRV&CO and are present in the Code of Conduct, the Compliance Policies, the Anti-corruption Policy, the Integrity Due Diligence Policy, and the Supplier, Service Provider, and Intermediary Agent Relationship Policy. All documents can acessados aqui.

100% of employees, senior managers, and governance bodies members have been informed about anti-corruption policies and procedures.

Constant follow-up, clear policies, and updated rules: this is how MRV&CO values its team and its interactions with the different spheres of public authority

Relations with the Public Authority

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With a core business historically related to affordable housing (currently with an emphasis on the Casa Verde e Amarela Program), MRV&CO understands that the risk of corruption is a risk to be always carefully observed in business relationships.

All relations between our team and federal, state, and municipal officials are guided by the Anti-Corruption Policy; furthermore, actions focused on reducing and eliminating this risk are also developed.

MRV&CO’s Compliance area closely monitors the company’s relationships with the government in order to avoid cases of conflict of interest and undue benefit. Our policy is clear:

1. Employees, third parties, and business partners are prohibited from receiving, promising, offering, and/or giving, directly or indirectly, any advantages to public officials or individuals and legal entities linked to them; 2. It is also forbidden to fund, sponsor or contribute to acts harmful to the public administration, and to use representations to hide or disguise interests or the identity of beneficiaries;

3. It is forbidden to hire companies that have public agents as partners or consultants that exercise public functions related to the

Company’s activities.

MRV&CO does not engage in partisan activities and nor does it make political contributions to candidates, political parties, party representatives, or similar campaigns, as provided for by electoral law.

Also, in this context, among the requirements for suppliers are the approval of integrity due diligence before registration and the acceptance of the Golden Rules for Third Parties in Interactions with Public Authorities and MRV&CO’s Code of Conduct.

Training and Qualification

The engagement of our employees to curb and tackle any form of corruption or misconduct is paramount.

Therefore, we offer training courses and workshops in which we reinforce our values and commitment to ethics and integrity. In addition,

communication about the

Integrity Program with the Commercial, REDV, and Production departments has been intensified, and their respective senior leaders are the spokespersons for the message.

E-learning training related to the Code of Conduct and the Culture of Integrity is mandatory for employees with access and require knowledge retention tests. They also count on accessibility tools (Brazilian sign language interpreter, subtitles, and a high-contrast resource for people with low vision and color blindness). At the end of the training, the employees electronically sign the Compliance to the Code

of Conduct Agreement and the Anti-Corruption Policy.

For the on-site environments, the Integrity Kit is made available, containing exclusive materials for disseminating the Code of Conduct issues. The Integrity Agenda program is also held to raise awareness on this matter on all construction sites. All MRV&CO employees, without exception, have access to information and training on anti-corruption policies and procedures. By the end of 2021, 97% of the employee had received training on the topic.

Suppliers

All new MRV&CO suppliers must accept the Compliance

to the Code of Conduct

Agreement and download the respective material to become familiar with the Company’s guidelines. In addition, all of our contracts include the relevant clauses provided for by the Code of Conduct and the AntiCorruption Policy.

Our suppliers also count on a Supplier Portal, a platform dedicated to supporting

our partners in financial consultations and other issues, as well as providing easy access to the Code of Conduct and the Confidential Channel to file eventual complaints.

The supply chain also has access to training actions to combat corruption and promote integrity, such as the training for the construction sector organized by the Alliance for Integrity and Fundação Dom Cabral’s Compliance Hands-on course, both of which are free and targeted at small and mediumsized companies.

MRV participated in the creation and dissemination of the global campaign to promote integrity. Promoted by the Alliance for Integrity, the movement counted on more than 60 partners in 14 countries and reinforced our purpose of ensuring good practices and compliance content throughout the value chain in practical terms.

Control, monitoring, and auditing

The Integrity Program is audited annually by an External Auditor. Every three months, a report of the key activities to strengthen the integrity and risk prevention culture is drafted for analysis and follow-up by the Statutory Governance, Risks and Compliance Committee. All meetings are reported to the Board of Directors for monitoring purposes

Communication Channels

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Confidential Channel

MRV&CO’s Code of Conduct does not allow any retaliation or retribution to any individual who claims a report in good faith, assuring total protection and security to whistleblowers.

This channel is available 24/7 for the internal and external public to report incidents of noncompliance with the Brazilian legislation or MRV&CO’s Bylaws, such as violation of labor laws, inappropriate, inadequate, and unethical behavior, sexual and workplace harassment, discrimination (racism, homophobia, transphobia, xenophobia, ableism, among others), misconduct, fraud and manipulation, improper receipt, theft and robbery, conflicts of interest, among others. Reports may be anonymous and are received via telephone,

website, or email by an independent and specialized

company, hence ensuring confidentiality. After reports are recorded and screened, they are investigated by our Risks and Internal Audit area.

In 2021, the Risks and Internal Audit department addressed 771 reports, 53% of which were confirmed. As for discrimination, nine reports were filed, six of which were confirmed and forwarded for administrative measures, in accordance with MRV&CO’s Consequence Policy, which provides for measures such as dismissal (with or without cause), suspension, and formal warning, among others.

MRV&CO’s Code of Conduct provides for disciplinary and/ or legal measures to be taken in situations of non-compliance, comprising all employees, regardless of their hierarchical level. Relationship groups such as partners and suppliers are subject to these measures as well, and they may include written warnings, the exclusion of a supplier, partner, or contractor from MRV&CO’s roster, as well as the filing of appropriate lawsuits.

In addition, the Compliance and Human Development areas conduct training sessions to disseminate

the best practices of good conduct in the company.

Talk to Compliance

This channel is at the employees’ service and is used to clarify doubts, report ethical concerns, inform the receipt of gifts, and presents, and request supplier integrity due diligence, among other related topics. In 2021, 1,064 calls were addressed, reflecting the confidence in our culture of transparency.

Urba

Developing smart, sustainable neighborhoods that improve the quality of life of people requires 100% ethical behavior and integrity.

To do the right thing, the right way, and for the right reasons is the motto of the Urba Integrity Program, launched in December 2020. The program outlines the measures and actions that materialize the efforts of the organization and its employees, especially leaders, to improve and strengthen compliance in the scope of its organizational practices and processes, focusing on integrity and the best environmental, social, and governance practices, and in line with its core values.

Urba’s corporate and social responsibility policy does not tolerate any act of corruption or fraud and acts firmly to prevent and combat any form of unlawfulness practiced in the company or its value chain. Learn about some of the governance instruments that Urba has developed in collaboration with its stakeholders:

• An independent and autonomous Compliance and Internal Audit Area is directly linked to the

Board of Directors and counts on all human, financial, and technologic resources for its full operation;

• Governance, Risk and Compliance Committee

An advisory, deliberative, and permanent collegiate body in charge of advising the Board of Directors. It helps to set and maintain lofty standards of governance and ethics within the

Urba ecosystem;

• Code of Conduct, Policies, Standards, and

Procedures – Provides the key guidelines to direct the professional conduct of employees, reinforcing the public commitment to ethics, honesty, integrity, and transparency in compliance with the law.