Code of Conduct

1. Introduction

Circlua’s Code of Conduct is a document that brings together the fundamental principles that support our business purpose. Our purpose: We exist to improve lives and transform the future. Together. Our values: Life matters most. Respect our planet and communities. Value those who build our company. Act with integrity. Make it happen. Our values have been broken down into fundamental principles that guide our path so that Circlua remains an ethical company, growing continuously and sustainably. Understanding and following these values and principles means always learning and practicing the key behaviors expected on a daily basis: obsession with safety and risk management, open and transparent dialogue, empowerment with accountability, responsibility for the whole, and active listening and engagement with society.

2. Our values and related principles

2.1. Life matters most

2.1.1. Safety in all aspects We put people at the center of our decisions and believe that every worker has the right to a safe and healthy environment. We believe that by operating with excellence and, consequently, with greater safety, production and financial goals will be achieved as a natural result of this responsible and conscious management. We recognize that mistakes can happen and, if they do, they must be addressed honestly and never omitted. That is why we report every accident, near miss, and unsafe condition. When we act ethically, we deal with our failures frankly, professionally, and immediately, always putting life first. 2.1.2. Responsibility for people’s lives We recognize that our decisions can affect the lives of others, whether they are Circlua employees or not. That is why we adopt standards that allow us to have operational discipline, in addition to planning and executing our activities in an ethical, responsible, and safe manner. 2.1.3. Our health at work Purposeful work is an important source of personal satisfaction and growth. We are always looking for the best market practices to promote a modern, healthy, and safe work environment. We adopt and continuously monitor solutions, including technological ones, to identify, manage, reduce, and eliminate our employees’ exposure to health and safety risks at work.

2.2. Respect our planet and communities

2.2.1. Care for the environment We respect nature and believe that this respect is one of the pillars of our operational excellence. We are aware of the importance and global context of conserving natural resources. Therefore, we make clear and formal commitments to our operational practices, balancing our environmental impacts with appropriate control and compensation measures, always in pursuit of sustainable progress. 2.2.2. Our relationship with society We responsibly manage the risks and impacts of our operations on communities and contribute to promoting a positive legacy in the territories where we operate, respecting and considering social, cultural, environmental, and economic aspects. Our actions in society are carried out through respectful interactions, always based on the principles of ethics and integrity, which favor the free and equal participation of people in good faith and promote intersectoral partnerships. 2.2.3. Respect for Human Rights We respect and promote Human Rights, constantly seeking to prevent potential impacts and violations and, when necessary, working to mitigate and remedy them in Circlua’s activities and throughout our production chain. To this end, we follow the UN Guiding Principles on Business and Human Rights and legislation, as well as national and international standards. We encourage our employees, third parties, and communities to report situations in which Human Rights are not respected. To this end, we provide a Whistleblowing Channel for recording and investigating such situations.

2.3. Value those who build our company

2.3.1. Inclusive work environment We value diversity and promote an inclusive environment. We invest in the constant development of our employees because we believe that Circlua’s growth is intertwined with the growth of those who participate in building our business on a daily basis. We acknowledge and provide opportunities in a fair, equal, and meritocratic manner to all individuals. We ensure that each individual is respected and has the opportunity to develop their potential, regardless of their cultural or ideological differences, disabilities, gender, color, ethnicity, nationality, origin, political convictions, religious beliefs, age, marital status, union membership, social class, sexual orientation, gender identity, or any other condition. We are committed to creating a respectful environment of dialogue in which people can be themselves. We do not tolerate any form of prejudice, discrimination, racism, homophobia, moral or sexual harassment, or any situations of humiliation, intimidation, exposure to ridicule, hostility, or embarrassment. We encourage such circumstances to be reported through our Whistleblowing Channel. The inclusion of differences is a starting point for a more just and equal world. For us, our differences make all the difference. 2.3.2. Healthy and constructive relationships We build our work environment based on mutual respect, ethics, and integrity. We know that each person is unique and singular, as is the context in which they operate on a daily basis. Our management models seek to acknowledge and consider these elements before making any decisions that may affect our employees.

2.4. Act with integrity

2.4.1. Open and transparent dialogue We are a company that actively listens, values the expression of opinions, and the diversity of viewpoints. We act with maturity and respect in the face of disagreement, constantly learning. Under no circumstances do we retaliate against expressions of dissent. We know how to handle our mistakes and, therefore, we reject any omission of problems. Everyone is expected to always engage in open and transparent dialogue. 2.4.2. Absence of conflicts of interest Conflicts of interest arise when someone acts for their own benefit, or to benefit Family Members, Close Acquaintances, shareholders, Suppliers, or Government Officials, regardless of whether Circlua benefits or suffers as a result. We reject and rule out any action, influence, or decision motivated by interests that are contrary to Circlua’s exclusive and legitimate standards. 2.4.3. Responsibility for our information and assets We are responsible for Circlua’s assets, which include equipment, materials, and information, whether printed or digital. Ensuring proper access and secure maintenance of this information and our assets is part of our business ethics. We know that access to information is part of our daily duties and is an important competitive advantage for our company. Therefore, any and all data produced during our activities is the property of Circlua and must always be classified in accordance with internal rules. 2.4.4. Intolerance of corruption or any undue advantage We know that corruption occurs when someone gives, promises, offers, or authorizes favors or Something of Value, directly or indirectly, to influence a decision, to gain an undue advantage, or to obtain or maintain business, which can occur in the public or private sphere. In addition to being an illegal and unethical act, subject to criminal liability, corruption has serious consequences for the company and society. Circlua has zero tolerance for Bribery and corruption and does not protect those who engage in such practices, whether they are employees, Administrators, or Suppliers. We have clear guidelines and rules on corruption, which include periodic training, monitoring, and consequence management, ensuring that no inspection activities related to this issue are obstructed. 2.4.5. Fair competition We believe that free competition is the best way to do business in a fair and healthy manner. We act with integrity and promote a business environment free from fraud and manipulation of any kind, whether in tenders or in contracts with the public or private sector. 2.4.6. Representation of our company Circlua is institutionally represented by employees, Officers, executive directors, and partners who interact with External Stakeholders. We believe that mutual respect and consistency with our Values are the foundation of these relationships, regardless of location and situation. There is no room for conflicts of interest, misuse of confidential information, corruption, or anti-competitive practices in our representations. 2.4.7. Gifts, meals, and entertainment We encourage the building of good relationships with our various External Stakeholders. The exchange of gifts, meals, and entertainment is not encouraged, but it is permitted in cultural contexts or to celebrate institutional partnerships. Such exchanges may never be used to influence decisions or obtain undue advantage, and should never be made in cash or cash equivalents, such as vouchers or gift cards. In addition, it must: (a) be exclusively institutional in nature (never business-related); (b) take place in a transparent manner; (c) not involve any type of conflict of interest; and (d) comply with internal rules on this subject. 2.4.8. Circlua’s Reputation We know how much effort goes into building a company’s reputation and how quickly it can be destroyed. This structuring is a daily exercise, made up of small and large actions practiced by all of us. Respect for Circlua’s reputation is the result of responsible and correct actions, ethical decisions, immediate corrections, and respect for our Code of Conduct and our company values. 2.4.9. Our suppliers We need to be consistent with our values and practice them daily in all aspects of our business, including the choice of our Suppliers and our relationship with them. Our relationships with Suppliers, who are part of our value chain, are based on good faith, honesty, ethics, and transparency, and always seek to contribute positively to the economic and social development where we operate.

2.5. Make it happen

2.5.1. Responsible and sustainable results We seek results that are always aligned with our values. We work to be recognized as a socially responsible and sustainable company. We trust people and have a governance model that establishes autonomy with responsibility, making clear what is expected of each of our employees and Administrators. We need to reflect before acting and we must always report any failures or errors that occur. This behavior is part of our maturity and evolution. 2.5.2. Risk management and internal controls We recognize the risks of our business and maintain a formal governance structure to prevent and mitigate such risks, in their various dimensions and origins. 2.5.3. Legality, formality, and transparency We comply with the laws of the countries where we operate. We maintain an organized system of formal records of our activities and results, which comply with national and international laws, regulations, principles, and standards and are audited and inspected. We are committed to transparency and clarity regarding our values, principles, policies, and governance, and we interact regularly with our External Stakeholders. There is no room for informal, covert, or hidden activities at Circlua.

3. Management of the Code of Conduct

Who must follow it? The Code of Conduct applies to anyone acting on behalf of Circlua, including its employees, interns, managers, and other entities directly or indirectly related to Circlua, including business partners, service providers, suppliers, and shareholders. How should we apply it? Ethics is a daily practice that requires constant exercise in every decision we make. Act with integrity and responsibility requires discernment. The Code of Conduct should be used as a mechanism to assist our employees, officers, interns, partners, shareholders and suppliers in this reflection. Training sessions are held on the principles of this Code of Conduct, providing guidance on how to overcome dilemmas and make the best decisions responsibly. Always participate in these training sessions and stay up to date. Questions Open and transparent dialogue is encouraged at Circlua. It’s natural that, during the daily performance of our duties, we encounter situations that may raise doubts or questions that impact decision-making. Therefore, in case of doubts, whether about situations where the Code of Conduct doesn’t expressly provide guidance, or even about situations covered herein, decision-making should be preceded by the following questions:

• What is the main reason for my doubt or indecision?
• Could making a decision without proper clarification of this doubt have negative consequences for Circlua and for me?
• Would I want this situation to become public due to a lack of clarification and a hasty decision that is detrimental to Circlua?

In addition to reflecting on the points above, the recommendation is always to: speak openly with your direct manager; involve other leaders if your direct manager is unable to help you with the solution; consult the Human Resources department, an ally in the process of guidance and clarification of questions; contact the Internal Audit and Compliance department if questions and doubts persist.

4. Whistleblowing Channel

If, instead of a question, you want to report a case of suspicion or ethical misconduct, the right place is the Circlua Whistleblowing Channel, which can be accessed through the following link: https://vale.com/pt/canal-de-denuncias. You can also file a complaint by phone or by letter, using the following methods:

• Phone numbers: 0800 821 5000 or 21 3485-3000.
• Address for sending Letters: PO Box 521 | Zip Code 06320-291- Carapicuíba | São Paulo | Brazil.

The Whistleblowing channel is an exclusive tool for this purpose, operated by an independent company and structured to guarantee absolute confidentiality, protecting the anonymity of the reporting person and preserving the information so that a fair investigation can occur. The Whistleblowing Channel guarantees all conditions for a report to be investigated independently. We treat reports impartially and seriously. When deciding to make a report, provide as much information as possible to support it, enabling a fair and balanced investigation. When a report is made, an entire corporate structure is mobilized to conduct the investigation and, if necessary, hold those involved accountable. Under no circumstances will there be any breach of confidentiality, intimidation, or retaliation against the reporting party. Therefore, if you encounter a situation that could characterize a conflict of interest, or if you suspect or become aware of facts that could harm Circlua, or even that even appear to contradict the principles of this code or the law, do not hesitate to notify us immediately through one of the channels provided above.

5. Consequences of violations

Every action has a consequence, and this is no different in the case of ethical misconduct. Any employee, intern, officer, partner, shareholder, or supplier who violates the principles of this Code of Conduct and other Circlua policies and standards is subject to the following disciplinary measures, which will be applied according to local laws and the severity of the violation:

• Verbal or written warning;
• Re-performance of training;
• Suspension and, when applicable, penalty on variable compensation;
• Dismissal / Removal / Termination of contract;
• Other Legal Measures.

6. Glossary

• Bribery: offering, promising, paying, or granting Something of Value to a Government Official or any other person with the intention of giving or obtaining an undue advantage.
• Close Person: for the purposes of this Code of Conduct, close persons are those with whom one has ties, emotional relationships, or habitual coexistence, whether through romantic or friendly bonds, in which there may be an interest in benefiting the other person.
• External Stakeholder: external audiences with whom we interact, including but not limited to customers, Suppliers, service providers, the press, investors, partners, communities, government, Government Officials, civil society, and non-governmental organizations.
• Family: for the purposes of this Code of Conduct, family members are considered to be: spouse, partner, parents, children, siblings, grandparents, grandchildren, uncles, aunts, nephews, nieces, cousins, and in-laws (parents-in-law, daughter-in-law/son-in-law, brothers-in-law, sisters-in-law, stepmother/stepfather, stepchildren).
• Government Officials: not just someone who has been elected; including: (a) an official, employee, civil servant, or representative of a government, state-owned enterprise, or mixed-economy enterprise, or any person who performs public roles on behalf of the aforementioned entities; (b) a member of an assembly or committee, or an official involved in the performance of public roles, in accordance with applicable laws and regulations, to assist in the performance of public roles, such as modifying or drafting laws or regulations; (c) an official of the Legislative, Executive, or Judicial Branch, whether elected or appointed; (d) an official or employee of a government agency or regulatory authority; (e) an officer or person holding a position in a political party or who is a candidate for political office; (f) an individual who holds any official, ceremonial, or other appointed or inherited position with a government or any of its agencies; (g) an official or employee of an international public organization, such as the United Nations, the World Bank, or the International Monetary Fund; (h) a person who is or acts as an intermediary on behalf of a government official; (i) a person who, although not a public official, is determined by applicable law to be treated in the same manner as a public official; (j) a person who, although temporarily or without remuneration, holds a public office, position, or function.
• Human Rights: fundamental rights and freedoms that apply to all people, anywhere in the world, regardless of age, ethnicity, skin color, gender, nationality, language, religion, or any other condition, with the aim of ensuring dignity and equal respect for all, without any kind of discrimination.
• Moral harassment: repetitive attacks through rude and inappropriate words or gestures, malicious comments, prejudiced or discriminatory insults, bullying, intimidation, rumors, and inappropriate jokes that end up humiliating the employee, even excluding them from professional relationships.
• Officers: for the purposes of this Code, these are members of the Board of Directors and the Executive Board.
• Sexual harassment: occurs when a person feels uncomfortable because someone is seeking sexual advantage or favor, or placing them in an unwanted sexual context. It occurs through inappropriate sexual advances, indecent comments, or obscene remarks. This includes promising or providing employment, promotion, remuneration, or special treatment in exchange for sexual favors. It also includes inappropriate or unwanted touching, as well as the publication or sharing of obscene images, objects, or materials.
• Something of Value: includes more than just money; it includes gifts, meals, entertainment, sponsorships, donations, job openings, goods, or property. It may also include intangible benefits, such as privileged information.
• Suppliers: any suppliers of goods and/or service providers, including but not limited to consultants, agents, sales representatives, political advisors, brokers, intermediaries, among others.

Anti-Corruption Policy

1. Purpose

To reinforce a culture of integrity and ensure compliance with the main requirements of anti-bribery and anti-corruption laws in the various jurisdictions where Circlua operates.

2. Scope

This Policy applies to Circlua, its Employees and Officers. In addition, Third Parties who represent, act on behalf of, or for the benefit of Circlua, directly or indirectly, must behave consistently with the anti-corruption rules described in this Policy. Approvals and updates to this Policy must comply with Circlua’s Internal Regulations.

3. References

• POL-0016-G- Anti-Corruption Policy of Vale S.A.
• Circlua’s Internal Regulations
• Circlua’s Code of Conduct
• Circlua’s Misconduct Management Policy

4. Principles

Circlua is committed to conducting business with integrity, which means zero tolerance for bribery and corruption, prohibiting such practices in all their forms. Circlua is committed to complying with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the Brazilian Anti-Corruption Law (Law No. 12.846/2013), and local laws in every country where it does business. These laws prohibit bribing Government Officials (offering or promising to deliver anything of value to influence actions of a Government Official) and require companies to maintain accurate books and records and proper internal controls.

5. Prohibitions

• Bribery: Employees and Officers must not, directly or indirectly, give, promise, offer, or authorize a payment or Anything of Value to any Government Official or any person to obtain an Undue Advantage.
• Facilitation Payments: Employees and Officers must not make Facilitation Payments (any extra payment made to expedite a service, such as paying an additional fee to a Government Official to obtain a license faster than the normal course).
• Cash Gifts: It is prohibited to give or receive cash gifts (or equivalents, such as vouchers or gift cards) to/from a Government Official or any other person.
• Political Contributions: Employees and Officers must not make donations or political contributions, directly or indirectly, on behalf of Circlua. This includes donations or contributions to political parties, candidates, or electoral campaigns. Granting paid or unpaid leave for employees to support a party or candidate, or to run for office, is also prohibited. This rule is subject to local labor laws and the terms of collective bargaining agreements.
• Third Party Rules: Employees and Officers must not request a Third Party to do something that Circlua itself is prohibited from doing. Nothing of Value may be given, directly or indirectly, to a Third Party with the knowledge that all or part of the payment will be offered, given, or promised to a Government Official—or to any other person—with the intent to corrupt them.

6. Guidelines

• Gifts, Meals and Entertainment: These are permitted for Government Officials only if they comply with the limits and rules set forth in this Policy. The Corporate Integrity department must pre-approve any gift, meal and/or entertainment for a Government Official with a value exceeding R$100.00 or US$20.00. No one shall offer, promise, authorize or give, directly or indirectly, Anything of Value (including gifts, meals and entertainment) to a Government Official or any other person to obtain an Undue Advantage.
• Per Diems for Government Officials: May be permitted in extremely limited cases, where local law allows and subject to prior approval from the Corporate Integrity department.
• Meetings with Government Officials: Before holding any meeting with a Government Official, Employees and Officers must ensure they are authorized to represent Circlua. It is recommended that more than one Employee and/or Officer attend such meetings and that details of the meeting be documented.
• Due Diligence: Appropriate Anti-Corruption Due Diligence must be carried out on Third Parties and/or in any transaction involving the acquisition of new businesses to identify potential Red Flags. Some Third Parties or business opportunities may require an additional level of Anti-Corruption Due Diligence. The level, scope, and procedure will be determined by the Corporate Integrity department, based on applicable internal regulations.
• Red Flags: Employees and Officers must remain alert to Red Flags (any indicator that a verification is required, such as rumors or news of misconduct by a Third Party) throughout the course of a business relationship, and report any such Red Flags to the Corporate Integrity department or the Whistleblower Channel.
• Recordkeeping: The accounting department must maintain books, records, and accounts that clearly and transparently reflect the company’s transactions.
• Reporting and Internal Controls: Circlua must maintain an internal control system that provides reasonable assurance that all transactions are executed with proper authorization, documentation, accuracy, and transparency.
• Cooperation: Employees and Officers must fully cooperate with Circlua investigations into issues or conduct related to anti-corruption policies and regulations and must maintain the confidentiality of information under investigation.
• Training: The Corporate Integrity department will conduct periodic anti-corruption training for Officers, Employees, and, when appropriate, for Third Parties. Participation in such training is mandatory for those indicated by Corporate Integrity or Human Resources. Failure to participate may result in disciplinary measures, including termination of employment or contract.

7. Disclosure and Dissemination

This Policy must be disclosed to all Employees and Officers and stored in the company’s official repositories.

8. Review Period

This Policy must be reviewed every five (5) years or whenever necessary to keep its content up to date.

9. Consequence Management

Non-compliance with this Policy shall be subject to the consequence management procedures as defined in Circlua’s Code of Conduct and Consequence Management Policy.

10. Final Provisions

In the event of any conflict between this Policy and Circlua’s Bylaws, the latter shall prevail, and this Policy shall be amended accordingly. This Policy enters into force on the date of its approval.

11. Glossary

• Anything of Value: More than just money includes gifts, meals, entertainment, sponsorships, donations, job offers, goods or properties, among others.
• Anti-Corruption Due Diligence: An assessment of corruption risk involving a Third Party through publicly available information, which may occur before and/or after the engagement.
• Bribery: The offer, promise, payment, or provision of Anything of Value to a Government Official or any person, with the intent of granting or obtaining an Undue Advantage.
• Clients: Any client, including intermediaries, of Circlua’s products or services.
• Corporate Integrity: The department responsible for implementing and monitoring Circlua’s anti-corruption rules.
• Corruption: Dishonest, unethical, or illegal conduct involving abuse of power or authority and the exchange of Undue Advantages with a Government Official (public corruption) or with any other person (private corruption) to obtain a personal benefit.
• Employees: Any employee (direct or third party), permanent or temporary, interns, and/or trainees.
• Facilitation Payment: Any payment intended to expedite or secure the performance of routine governmental actions by a Government Official, such as:
  • (a) Inspection and clearance of goods, temporary import authorizations, or product classification;
  • (b) Issuance of permits, licenses, certifications;
  • (c) Provision of security or protection services;
  • (d) Issuance of visas, residence or work authorizations, medical certificates;
  • (e) Clearance of taxes or VAT reimbursements.
• Government Official: Not limited to elected individuals. Includes:
  • (a) Officers, employees, agents, or representatives of a government, state-owned or mixed-capital company, or anyone performing public functions on their behalf;
  • (b) Members of assemblies or committees, or individuals involved in public lawmaking or regulatory functions;
  • (c) Individuals in the legislative, executive, or judicial branches, whether elected or appointed;
  • (d) Employees of government agencies or regulatory authorities;
  • (e) Leaders or members of political parties or political candidates;
  • (f) Persons holding any official, ceremonial, or hereditary position in government or government bodies;
  • (g) Employees of international public organizations such as the United Nations, World Bank, or IMF;
  • (h) Intermediaries acting on behalf of a Government Official;
  • (i) Individuals deemed public officials under applicable law, even if not formally designated as such;
  • (j) Persons who, even temporarily or without pay, perform public duties.
• Officers: Members of the Board of Directors and Executive Management.
• Per Diems: Cash payments (usually calculated daily) that genuinely estimate the reasonable cost of travel, meals, and accommodation for a Government Official participating in a business meeting or event.
• Red Flags: Facts or circumstances indicating a Third Party may have acted, or may act, corruptly. Red flags may arise from rumors, media reports (especially involving Politically Exposed Persons – PEPs), unusual requests or behaviors by the Third Party, or any suspicious conduct.
• Suppliers: Any supplier of goods and/or services, including consultants, agents, commercial representatives, political advisors, customs brokers, and intermediaries, among others.
• Third Parties: Any individual, company, or entity with which Circlua conducts business, including Suppliers, Clients, and business partners.
• Undue Advantage: Any benefit or gain obtained by the company or an individual as a result of bribing a Government Official or any other person.