Code of Conduct

April 17, 2023


1. Introduction and Objectives

2. Scope and Users

3. Terms and Definitions

4. Directives

4.1. Specific Topics

4.2. Comprehensiveness

4.3. Workplace Environment

4.4. Conflict of Interest

4.5. Information Protection

4.5.1. Trading on inside information

4.5.2. Retention of records

4.6. Accuracy of company financial records

4.7. Clients and providers

4.8. Anti-Fraud, Bribery and Corruption

4.9. Anti-Money Laundering and Counter Terrorist Financing

4.10. Compliance with Antitrust Laws

4.11. Gifts, Presents and Hospitality

4.12. Donations and Sponsorships

4.13. Image and Reputation

4.14. Quality of Public Disclosures

4.15. Compliance with Laws, Rules and Regulations

4.16. Compliance with This Code and Reporting of Any Illegal or

Unethical Behavior

4.16.1. Conduct Committee

4.16.2. Reporting Violations to a Government Agency

4.17. Review

4.18. Waivers and Amendments

4.19. Who to Ask for Help?

4.20. EBANX Helpline

5. Normative References

6. Publishing and Distributing Policies

1. Introduction and Objectives

EBANX was founded with the purpose to facilitate and expand the way Latin Americans

consume. Since the beginning, we have dreamed big and now we are an innovative company

aimed at being a reference in the payments industry, in Brazil and abroad.

The following EBANX Values help us to achieve and maintain our purpose, respect human life

and focus on economic, social and environmental sustainability:

  • Knowledge

    We value highly scientific and technical knowledge through study and practice. We also recognize the importance of knowledge about our business: the industry and markets in which we operate, the products we work with and our business model. In addition, we attach great importance to self-knowledge: that we seek to know our individual skills and abilities as well as our limitations so that we can help our employees and business grow.

  • Commitment

    We do what we set out to do. We dedicate ourselves and strive to help people meet both needs that they know they have and to discover those they do not even know exist. We are committed to deliver our services with passion, respect and trust, which drive our personal and professional achievements. We wear the EBANX shirt!

  • Persistency

    Ebankers keep on advancing, despite the difficulties, and learn from their mistakes, always striving. Our persistence helps us to achieve our goals and create new projects. Giving up is not part of our culture. We continue to make progress, correct our mistakes, and show improvements.

  • Results Oriented

    We know our desired result and build the path to it through planning and action. We seek sustainable results (social, economic and environmental) that align with our purpose. Above all, we strive to be results oriented for future ebankers.

  • Dream Big

    Our vision for the future and the desire to get there has allowed us to dream big since the beginning. It is a concern, a need to never settle that drives ebankers to go further. We are aware that we have to reinvent and transform ourselves to continuously impact society and

    the economy. We are committed to building an ethical business based on a culture of honesty, accountability, integrity, professionalism and fairness with our employees, customers, suppliers, competitors, the government, the public and our shareholders, among others.

By respecting this Code of Conduct, we are protecting our values and honoring our personal and professional history at EBANX.

In a constantly changing environment, this Code has been adopted by our Board of Directors and is a guidebook for personal and professional ethical conduct. It points out the standards that guide our business and relationships and must be present in every ebanker’s routine.

2. Scope and Users

This Code applies to every ebanker, all of our products, companies, and locations, including:

  • Partners and Shareholders;

  • Officers and Board of Directors;

  • Employees;

  • Temporary Employees;

  • Interns; and

  • Apprentices.

People and companies with business relationships with us must also respect this Code.

All stakeholders must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior. Even well-intentioned actions that violate the law or this Code may result in negative consequences for us and the individuals involved.

EBANX Group entities that are eventually regulated by national authorities must also follow the rules and regulations of their supervisory bodies.

3. Terms and Definitions

Not applicable.

4. Directives

4.1 Specific Topics

Some of the topics mentioned in this Code require additional detail. Therefore, there are specific Policies and Standards that complement this Code and which must be followed by every ebanker.

These documents will be integrated into the EBANX Compliance Program whenever a specific topic requires further specification as applicable, including the:

  • Anti-Money Laundering and Counter Terrorism Financing Policy;

  • Anti-Bribery and Corruption Policy;

  • Information Security Policy;

  • Privacy Policy;

  • Gifts, Presents and Hospitality Standard; and

  • Conflict of Interest Standard.

4.2 Comprehensiveness

Every ebanker and of every person who takes part in our activities is responsible for reading and understanding this code. We are committed to introducing this material to all applicable persons, to inform them about the relevance of respecting these values and rules, and to communicate relevant changes and updates.

After reading this Code, all persons must complete and sign a Statement of Commitment, as evidence that this Code was understood and that it will be applied every day.

4.3 Workplace Environment

We seek to conduct our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We establish guidelines with the aim that the actions of all ebankers provide a safe and healthy work environment for everyone and to avoid adverse impacts and injuries to the environment and the communities in which we operate.

Coexistence among ebankers is based on respect, transparency and team spirit. Therefore, it is everyone’s responsibility to:

  • Work in a way that, in the quest for results, allows for respect and interpersonal collaboration to prevail;

  • Respect human rights and labor relations;

  • Acknowledge diversity, respecting differences and to never discriminate on the basis of religion, skin color, ethnicity, national origin, age, sexual orientation, political view or fostering any kind of prejudice or hate speech;

  • Fight and report any kind of sexism intimidation and/or that may be seen as sexual or moral harassment;

  • Preserve the integrity of the job, never using it or the information gathered because of your professional activity to influence decisions that may favor private or third-party interests;

  • Respect intellectual property, recognizing the value and the authorship of projects, ideas, proposals and initiatives;

  • Always keep our processes and internal documents safe and confidential;

  • Use the internal means of communication only for work related topics and in a

    constructive way;

  • Use all provided materials in a responsible and proper way, exclusively in work related

    activities, ensuring that equipment is kept safe and well preserved; and

  • Help with the enforcement of this Code of Conduct as well as with answering

    questions about its use.

It is everyone’s responsibility not to:

  • Discriminate in our recruitment, advancement and retention;

  • Use drugs during work time on our premises or at their home-office;

  • Commit any acts of hostility, intimidation or violence towards others in the workplace and in places where our business is being conducted; and

  • Bring firearms, explosives or any other weapons onto our premises, or to any work-related setting, regardless of whether you are licensed to carry such weapons.

4.4 Conflict of Interest

All ebankers must conduct themselves in an honest and ethical manner, always having in mind the best interest of the Company.

A "conflict of interest" occurs when a person's private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole, including those of its subsidiaries and affiliates. A conflict of interest can arise when an ebanker takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. It may influence or seem to influence people’s conduct and decisions. All ebankers should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

Some examples of prohibited situations include:

  • Utilizing our assets and resources, such as facilities, equipment, email accounts, software, etc. for personal benefit. All ebankers must protect our assets against loss, theft or other misuse. Any suspected loss, misuse or theft should be reported through our Helpline;

  • Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Company from a competitor, customer or supplier.

  • Sharing confidential information or knowledge in external events or activities;

  • Favoring merchants, clients, suppliers, competitors or partners due to personal interest;

  • Working for a competitor, customer or supplier while employed by us;

  • Competing with us for the purchase or sale of property, products, services or other interests. Competing with us may involve engaging in the same line of business or any situation in which the ebanker takes away from opportunities for sales or purchases of property, products, services or interests;

  • Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as an employee, officer or director of the Company and not including routine investments in publicly traded companies).

  • Receiving a loan or guarantee of an obligation as a result of your position with us; and

  • Directing business to a supplier owned or managed by, or which employs, a relative or friend.

In addition to the above, there is also the issue of subordinate relationships between family members (spouse, partner or relatives up to the fourth degree by consanguinity or affinity, lineal or collateral, such as: father; mother; children, grandparents, grandchildren, nephews and nieces, cousins, uncles and aunts, parents-in-law; and siblings-in-law). This situation must be avoided since it can cause a conflict of interest during the execution of those ebankers’ professional activities.

All ebankers are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No ebanker may use corporate property, information or position for their own personal gain, or to compete with us.

In the event that an actual or apparent conflict of interest arises, the conflict must be handled in an ethical manner in accordance with this Code.

Our senior executive officers and directors must disclose to our Global Risk & Compliance Director any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

In case of questions, get in touch with our Global Risk & Compliance and Corporate Governance teams.

4.5 Information Protection

It is paramount that verbal or written confidential information is protected. But what is confidential information? It is the information that, if accessed without authorization, might cause irreversible damage to our business and/or our reputation. It may or may not be identified as “confidential,” and it should be maintained in strict confidence, except when disclosure is authorized by us or required by law. On the other hand, disclosure of public information does not cause any harm to our organization.

Our confidential information may include:

  • Proprietary information and includes all nonpublic information that might be useful to competitors or that could be harmful to us, our customers or our suppliers if disclosed; and

  • Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information that must also be protected.

We consider the unauthorized use or distribution of proprietary information to be a violation of this Code of Conduct and could be illegal, even after the ebanker leaves the Company.

Such use or distribution could result in negative consequences for both us and the individuals involved, including potential legal and disciplinary actions.

Personal data from our stakeholders is considered restricted information. Personal data is any form of data which can be used to identify an individual. We protect that data with the goal of protecting people’s privacy and fundamental rights.

Therefore, we must keep all information regarding us and our stakeholders in secrecy and must also avoid talking about it in public spaces or sharing it on social media. We must be careful when talking about it even inside our facilities, since not all information is public for every ebanker. In addition, we should avoid publicly naming third parties that have business relationships with us because Nondisclosure Agreements may have been signed with them.

4.5.1 Trading on inside information

Using nonpublic Company information to trade in securities, or providing a family member, friend or any other person with nonpublic company information, is illegal. This kind of information should never be used for personal gain. You should contact the Legal Department with any questions about your ability to buy or sell securities

4.5.2 Retention of records

All of our business records and communications shall be clear, truthful and accurate. We recommend that ebankers avoid exaggeration, guesswork, legal conclusions and derogatory remarks or characterizations of people and companies. This applies to communications of all kinds, including email and "informal" notes or memos. Records should always be handled according to our record retention rules. If an ebanker is unsure whether a document should be retained, consult our Global Risk & Compliance and Corporate Governance teams before proceeding.

4.6 Accuracy of company financial records

We maintain the highest standards in all matters relating to accounting, financial controls, internal reporting and taxation. All financial books, records and accounts must reflect transactions and events, and conform both to required accounting principles and to our system of internal controls. Records shall not be distorted in any way to hide, disguise or alter our true financial position.

4.7 Clients and providers

We are committed to maintaining the integrity of our business relationships in a transparent and fair way. We wish to work with clients and providers that share and respect our values, and we will act according to our Code of conduct. In relation to clients and providers, every ebanker must:

  • Act transparently and impartially;

  • Comply with agreements settled with third parties;

  • Be open and interested about criticisms, suggestions and requests;

  • Ensure that clients and providers receive clear, accurate and proper feedback to their questions and requests;

  • Acknowledge and inform possible mistakes made by clients or providers;

  • Respect privacy, ensuring that information relating to clients or providers is dealt with confidentially and used only with their acknowledgement; and

  • Make purchase, hiring and selling decisions only based on technical and professional criteria.

Every ebanker must ensure the quality of services rendered by us and by our providers. Any violation of this Code or to our Policies must be reported using our EBANX Helpline.

4.8 Anti-Fraud, Bribery and Corruption

Ebankers must foster ethical and honest conduct in every business relation, and avoid promising, offering or accepting payments that are not strictly related to the business activity or to the standards set between the parties involved in business agreements. We have zero tolerance to facilitation payments, bribery, corruption, fraud or actions that can be perceived as such.

Facilitation payments and bribes are payments made to public agents in order to secure or speed up routine actions. Corruption is the action through which public and private agents abuse power in exchange for personal gain, in order to give advantage to the corrupter’s personal interests. Such conduct must be avoided, even if it is allowed by the local legislation or accepted by the local society.

In our business relationships with third parties—suppliers or clients—we reject any incentive that might detract from the object of the relationship and disapprove any offer of benefits with the aim of starting or maintaining business relationships.

All ebankers should build a fair relationship with customers, suppliers, competitors, the public and one another. Our culture does not encourage any kind of unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action.

4.9 Anti-Money Laundering and Counter Terrorist Financing

The possibility of third parties (Merchants, End Users, Providers and other people or entities that may establish relationships with us) attempting to use our services and products for money laundering is real. That means trying to hide illicit origins of financial assets in a way that they appear to be licit. We reject those practices and, in case we suspect any misuse of our services, every ebanker must:

  • Collect as much information as possible about the third party, following proper internal policies and procedures;

  • Never onboard third parties that may come to use our services and products to facilitate money laundering; and

  • In case of reasonable suspicion of illicit activity by an already onboarded third party, inform the Global Risk & Compliance team immediately, pointing out all evidence that supports such suspicion.

In case of questions, the Global Risk & Compliance team is available for consultations and further clarifications.

4.10 Compliance with Antitrust Laws

Antitrust laws prohibit agreements among competitors on such matters as prices, terms of sale to customers and the allocation of markets or customers. Antitrust laws can be complex, and violations may subject us and our employees to criminal sanctions, including fines, jail time and civil liability. If you have any questions about our antitrust compliance policies, consult the Legal & Regulatory Affairs team.

4.11 Gifts, Presents and Hospitality

Exchanging gifts, presents and hospitality is an acceptable way of establishing business relationships and showing esteem in the business environment. When offering and receiving gifts, presents and hospitality, it is paramount that some common sense is used, including:

  • to abide by the law;

  • only offering or accepting gifts, presents and hospitality if the item and its value are in accordance with the business rationale of the partnership;

  • the exchange does not influence or seem to influence our decisions or the decisions of those with whom we have business relationships; and

  • the exchange does not improperly favor or appear to favor a particular partner.

Gifts, presents or hospitality in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

Favors or benefits with commercial value offered by clients, suppliers, partners, third parties, public agents and other public or private entities must be declined. Particularly, it is forbidden to accept or offer gifts or business entertainment of any kind to any public agent without the prior approval of the Global Risk & Compliance and Corporate Governance teams.

It is prohibited to accept or offer entertainment that may be embarrassing for third parties, ebankers or us, such as those of a sexual nature.

Except in certain limited circumstances, the United States Foreign Corrupt Practices Act (the "FCPA") prohibits giving anything of value directly or indirectly to any "non-U.S. official" for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact the Global Risk & Compliance and Corporate Governance teams before taking any action.

4.12 Donations and Sponsorships

Donations and sponsorships are common practices in business relations, allowing interaction with the community since the law is respected. We value those donations and sponsorships with philanthropic objectives, those based on social interests and those that support cultural, educational and sporting institutions, as long as they do not favor or appear to favor us or any ebanker.

Donations from private entities to political parties, candidates or campaigns are not allowed.

Any charitable contribution or sponsorship cannot be used as a subterfuge for influencing business decisions or offering personal benefits.

Religious donations, contributions to private individuals and donations in cash money are not allowed.

We do not accept donations to or sponsorship of organizations connected to public agents, their staff or their family.

All transactions related to donations and sponsorships must be lawful, duly accounted for, compliant with our Policies and reported to the Global Risk & Compliance and Corporate Governance teams.

This policy applies to the use of our assets and is not intended to discourage or prevent ebankers from making political contributions or engaging in political activities on their own behalf, even though no one may be reimbursed directly or indirectly by us for their personal political contributions.

4.13 Image and Reputation

Ebankers are the face of our business. Whenever representing EBANX, in professional or social occasions, we must follow the corporate values and the integrity principles expressed in this Code, never adopting practices that compromise our image, reputation and interests.

Therefore, as an ebanker, your private actions might reflect on our reputation, whether they are practiced in person or through social networks.

We value diversity and respect differences and, similar to ebankers with access to our official communication channels, we should not publicly express opinions about certain themes, such as politics, religion, beliefs and sports. Even in their personal channels, ebankers must refrain from mentioning EBANX (using hashtags, for instance) when expressing opinions about these themes.

When you are using social media or a professional networking site and identifying yourself as an ebanker or mentioning us, please remember to follow these recommendations:

  • Never disclose confidential information about us or our business, customers or suppliers;

  • Be sure that any views expressed are your own and not those of EBANX;

  • Remember that our commitment to equal opportunity, nondiscrimination and fair employment applies to social media sites;

  • Be respectful of your colleagues and all persons associated with us, including customers and suppliers;

  • Promptly report to the Public Relations team any social media content which is inaccurate or inappropriate;

  • Never respond to any information, including that which may be inaccurate about the Company; and.

  • Never post documents, parts of documents, images or video or audio recordings that have been made with our property, products, services or people without approval.

4.14 Quality of Public Disclosures

We have a responsibility to communicate effectively with shareholders so that they are provided with full and accurate information, in all material respects, about Ebanx's financial condition and results of operations. Our reports and documents filed with or submitted to the United States Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure.

4.15 Compliance with Laws, Rules and Regulations

We are strongly committed to the principles of honesty and integrity, and in full compliance with all applicable laws, rules and regulations. No ebanker shall commit an illegal or unethical act, or instruct others to do so, for any reason.

4.16 Compliance with This Code and Reporting of Any Illegal or Unethical Behavior

All ebankers are expected to comply with all of the provisions of this Code. Our leadership team is committed to providing the necessary resources to create a culture of accountability and facilitate compliance with this Code. We recognize the need for this Code to be applied equally and encourage all ebankers to report their concerns about a violation of ethics, laws, rules, regulations or this Code to our EBANX Helpline. Any concerns about a violation of ethics, laws, rules, regulations or this Code by the CEO or any senior financial officer should be reported promptly to the Conduct Committee and the Conduct Committee shall notify the Board of Directors with responsibility for corporate governance. Reporting of such violations may also be done anonymously through the EBANX Helpline An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. If concerns or complaints require confidentiality, including keeping an identity anonymous, the Company will endeavor to protect this confidentiality, subject to applicable laws, regulations or legal proceedings.

We will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. We believe that open communication is vital to the successful implementation of this Code. All employees, officers and directors are required to cooperate in any internal investigations of misconduct and unethical behavior.

In case an ebanker or any other person who is part of our business and labor relations disrespects this Code of Conduct, those actions will be duly investigated, according to our Conduct Committee procedures, guaranteeing anonymity of the individuals involved. All ebankers have the obligation to cooperate with ongoing investigations. If the violation is verified, the ebanker may be submitted to disciplinary measures, according to the rules of our Disciplinary Measures Policy.

The Company recognizes the need for this Code to be applied equally to everyone it covers.

The Conduct Committee of the Company will have primary authority and responsibility for the enforcement of this Code, subject to the supervision of the committee of the Board of Directors with responsibility for corporate governance, or, in the case of accounting, internal accounting controls or auditing matters, the Audit Committee of the Board of Directors, and the Company will devote the necessary resources to enable the General Counsel to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Questions concerning this Code should be directed to the Legal Department.

4.16.1 Conduct Committee

Our Conduct Committee is responsible for assessing violations to the following:

  • EBANX Values;

  • Code of Conduct;

  • Policies that complement this Code; and

  • applicable laws.

This Committee is also the only responsible for deciding the applicable legal and/or disciplinary measures.

Additional Conduct Committee responsibilities include:

  • Assess cases not included in the documents above, deciding the person or the area responsible for them;

  • Submit proposals of modification of this Code or our Policies to the Global Risk & Compliance Director; and

  • Deliberate cases of disclosure violations, specifically the content, method and extent of disclosure, after its resolution.

4.16.2 Reporting Violations to a Government Agency

Violations of the Code that involve illegal behavior will be reported to the appropriate authorities.

All ebankers have the right to certain protections for cooperating with or reporting legal violations to governmental agencies or entities and self-regulatory organizations. As such, nothing in this Code is intended to prohibit you from disclosing or reporting violations to, or from cooperating with, a governmental agency or entity or self-regulatory organization, even without notifying us.

We will not retaliate against you for any of these activities, and nothing in this Code or otherwise requires you to waive any monetary award or other payment that you might become entitled to from a governmental agency or entity, or self-regulatory organization.

Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful act an ebanker may have performed.

All ebankers have the right to:

  • Report possible violations of laws or regulations that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization;

  • Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority;

  • Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from us;

  • Disclose confidential Company information, including the existence and terms of any confidential agreements between you and EBANX (including employment or severance agreements), to any governmental agency or entity, or self-regulatory organization; and

  • Respond truthfully to a valid subpoena.

EBANX cannot:

• Require you to withdraw reports or filings alleging possible violations of federal, state or local laws or regulations or offer you any kind of inducement, including payment, to do so.

Ebankers are protected by whistleblower laws, including a monetary award, if any, which may not be waived by any agreement, policy form, or condition of employment, including by a pre-dispute arbitration agreement.

Even if you participated in a possible violation of law, you may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistleblower laws, and you may also be eligible to receive an award under such laws.

4.17 Review

The Board of Directors shall review this Code annually and make changes as appropriate.

4.18 Waivers and Amendments

Any waiver (including any implicit waiver) of the provisions in this Code for any applicable ebankers will be disclosed to the Company's shareholders in the Company's annual report on Form 20-F. [Any waiver of this Code for other employees may only be granted by the Legal Department.] Amendments to this Code will also be disclosed in the Company's annual report on Form 20-F.

4.19 Who to Ask for Help?

When you have questions and/or suggestions about what to do or about how this Code works, get in touch with our Global Risk & Compliance and Corporate Governance teams.

Questions or suggestions made through our EBANX Helpline will also be answered.

4.20 EBANX Helpline

Violations to this Code of Conduct or to our Policies, as well as illicit or irregular practices or other matters that may cause losses to us, must be reported by ebankers or third parties using our EBANX Helpline.

• Website: www.ebanxhelpline.com

• Phone number: 0800 512 5577

We ensure the Helpline secrecy and safety, so that it can be used anonymously or not, with no risk of any sort of retaliation.

Our Helpline is also the proper channel for suggestions and questions about the Compliance Program and its documents.

The online services are available in Portuguese, English and Spanish. The phone service is only available within Brazil and in Portuguese.

5. Normative References

Not applicable.

6. Publishing and Distributing Policies

Any new documents or modifications to existing documents should be made available for all of our interested parties.