For Merchant

This Policy aims to consolidate the principles and practices of corporate governance and present the corporate governance structure of EBANX Holding LLC (“EBANX”) and its subsidiaries, defining guidelines for the dissemination of the culture of governance and compliance, while focusing on the promotion of ethical deliberations, with a robust decision-making process that considers the impact of actions on all stakeholders.

Through this, guidelines will be established for the operation of corporate governance actions involving decision-making, inspection, monitoring and protection of EBANX's interests.

2. Scope and Users

This document applies to all ebankers, all products and all EBANX subsidiaries, in all places where EBANX is located, and that are being carried out professional activities, whether in the country where they are registered or abroad, including :

Partners and shareholders
Directors
Employees for a fixed or indefinite period in any position;
Interns
Apprentices

It is also applied to all governance agents involved in EBANX's corporate governance structure.

Subsidiary entities of EBANX, controlled and affiliated, may issue additional rules to this Policy, intended to discipline the subject within their scope of action.

3. Terms and Definitions

Corporate Governance: it is the system by which companies and other organizations are directed, monitored and encouraged, involving relationships between shareholders, executive board, board of directors, supervisory and control bodies and other interested parties.

Governance Agents: individuals and bodies involved in the governance system: shareholders, advisors, directors, auditors, members of corporate governance bodies, related parties, etc.

Governance Bodies: bodies that form the corporate governance structure of the company, such as the Board of Directors, the Board Committees, the Executive Committees and Subcommittees, etc.

Committee: a group of people detached from a larger group, with deliberative or advisory powers, that is, with the power to make decisions on behalf of the others
Governance Structure: the system by which companies and other organizations are directed, monitored and encouraged, involving relations between shareholders, board of directors, executive board, supervisory and control bodies and other stakeholders.
Stakeholders: all those who have an interest or are affected by EBANX's actions. They can be individuals, companies or organizations that have a direct or indirect risk linked to EBANX.
Examples of stakeholders: shareholders, investors, employees, society, customers, suppliers, creditors, governments and regulatory bodies, competitors, press, associations and class entities, non-governmental organizations.
Internal Audit: area responsible for evaluating and monitoring the effectiveness and regularity of the operation of EBANX processes.
Conflict of interests: situations caused by conflicts between personal interests (of an ebanker, partner, supplier, customer, public agent, etc.) and a corporate interest, which may generate some type of loss to EBANX.

4. Directives

EBANX has structured areas and processes for the proper functioning of governance, supervision, internal controls and compliance activities. This structure is based on the following principles: transparency, corporate responsibility, fairness and accountability.

Through the measures described in this Policy, those principles are converted into corporate governance practices, allowing for improvements in management, business sustainability, value generation and EBANX's perpetuity.

For EBANX those principles have the following meanings:

Transparency: making available, to interested parties, information that is of their interest and not just that imposed by provisions of laws or regulations.
Corporate Responsibility: the duty of governance agents to safeguard the company's economic and financial viability, reducing negative externalities of its businesses and operations and increasing the positive ones
Fairness: characterized by fair and isonomic treatment of all partners and other interested parties (stakeholders), taking into account their rights, duties, needs, interests and expectations
Accountability: governance agents must account for their actions in a clear, concise, understandable and timely manner, fully assuming the consequences of their acts and omissions and acting with diligence and responsibility within the scope of their roles.

By respecting the aforementioned principles, the Corporate Governance agents and bodies, as well as the Governance, Risk & Internal Controls area are responsible for:

Disseminating the culture of corporate governance and the importance of internal controls, compliance and risk management;
Ensuring compliance with rules and regulations and adherence to internal policies and procedures;
Aligning the structure of internal controls with EBANX's risks and business;
Institutionalizing proper governance structures;
Ensuring the existence of assignment of responsibilities and delegation of authority in order to ensure proper segregation of duties and elimination of conflicting assignments of responsibilities;
Promoting the transparency of the process of implementing corporate governance and auditing, internal controls, risk management and compliance activities, allowing its periodic review and evaluation in order to guarantee its effectiveness;
Ensuring that the decisions made at all EBANX levels are executed and aligned with its strategic objectives.

At EBANX, the exercise of corporate governance transcends the relationship between stakeholders, shareholders and employees. In this way, we are attentive and considerate to situations related to social and environmental adversities.

4.1 EBANX Global Corporate Governance Structure

The Global Corporate Governance structure is formed by the following bodies:

Board of Directors
Board Committees: Audit Committee; Compensation and Governance Committee;
Executive Committees: Conduct Committee; Risk Committee; Culture Committee, Crisis Committee and Executive Committee.

The Global Risk & Compliance area assists in the creation and structuring of Governance Committees and Subcommittees.

The internal bylaws of the governance bodies regulate their composition, powers, rules of operation, responsibilities and what measures must be taken in situations of conflict of interest.

4.1.1 Board of Directors

The Board of Directors' mission is to oversee the decision-making process of the organization regarding its strategic direction. It protects and disseminates the principles, values, corporate purpose and governance framework of the organization, as well as monitors its Executives and discusses the KPIs.

4.1.2 Audit Committee

The Audit Committee oversees the financial and accounting reporting processes; the integrity of the financial statements; the integrity of internal financial controls; audit processes; the qualification, independence and performance of the independent auditors; risk management and strategy; the performance of the Internal Audit team; the Code of Conduct and the EBANX Helpline. This body is focused on assisting the Board of Directors in its supervisory responsibilities in relation to accounting, internal controls, auditing, compliance and risk issues.

4.1.3 Compensation and Governance Committee

The Compensation and Governance Committee reviews and evaluates EBANX's agreements, plans, policies and programs for compensation of directors and employees, as well as provides support in identifying new members for the Board of Directors and for its Committees. In addition, it promotes and discusses Corporate Governance practices.

4.1.4 Executive Committee

The Executive Committee analyzes EBANX monthly results, performs the tracking of the company's strategic priorities and discusses overall corporate matters.

4.1.5 Conduct Committee

This body is responsible for receiving, analyzing and deciding on reports of violations of EBANX's internal rules, the Code of Conduct and applicable laws.

4.1.6 Culture Committee

The Culture Committee discusses relevant topics for the company’s culture, avoiding culture break and ensuring ebankers’ engagement.

4.1.7 Crisis Committee

It is the internal body responsible for monitoring information about alerts and crises that may cause significant damage to the company, as well as for developing and defining timely action plans to mitigate possible impacts.

4.1.8 Risk Committee

The functions of this Committee are:

Supervise and support risk management, monitor its exposures, as well as request and validate the information and data necessary for risk assessment and the effectiveness of risk response strategies that are outside the defined risk appetite;
Evaluate risk criticality variations when there is a change in risk classification outside the organization's risk appetite;
Promote debates and discussions in its forums and with the Risk Management and Internal Controls areas, in order to ensure effective risk management and monitoring.

4.2 Responsibilities

4.2.1 Governance Area

EBANX's Governance area is part of the Global Risk & Compliance structure. The area's performance is impartial and does not tolerate the existence of conflicts of interest that could harm EBANX's activity. The purpose of the area is to establish good corporate governance practices, to ensure that those practices are carried out in compliance with external and internal regulations and to provide support to EBANX's governance bodies and agents, ensuring fluidity and clarity of communication between these structures.

The main responsibilities of the Governance area are:

Structuring, organizing and managing EBANX's corporate governance structure, under the supervision of the Board of Directors and its Committees;
Providing assistance to governance bodies regarding the management of meetings, preparation of internal regulations, storage of minutes and other documents;
Being the link between the Corporate Governance bodies and the governance agents;
Fostering continuous improvements in corporate governance practices;
Implementing corporate governance tools;
Ensuring the implementation and maintenance of processes that promote and sustain the Corporate Governance structure;
Ensuring that the decision-making process of governance agents is agile, effective and compliant.
Managing, writing and reviewing documents related to EBANX Corporate Governance;
Managing EBANX's Environmental, Social & Governance (ESG) Program;
Managing the governance of EBANX regulatory documents;
Managing the EBANX Helpline and conduct internal investigations resulting from reports made through this channel;
Conducting training and capacitation sessions for governance agents, focusing on good practices, risk management, internal controls and compliance, code of conduct, conflict of interests, disclosure of information, among other relevant topics.

4.2.1.1 Internal Controls Area

The main activities in the area are:

Assisting and supporting the business areas in the development of the Risk and Control Assessment (RCA) of their processes, providing support in the identification, analysis and assessment of risks and implementation/improvement of internal controls and documentation of internal controls;
Monitoring, reviewing and evaluating, in accordance with the implementation deadlines, the action plans prepared by the business areas in relation to compliance with the internal control and risk mitigation objectives;
Maintaining evidence of approvals and any other procedures necessary to carry out the Risk and Control Assessment;
Presenting the results of the risk mapping and assessment of internal controls to senior management and the Audit Committee;
Supporting other areas of the second line, with basic information for in-depth risk analysis within its scope of action;
Providing training and awareness to all ebankers on Internal Controls.

4.2.1.2 Risk Management Area

The team responsible for Risk Management seeks to define the risk management methodology based on an integrated approach that encourages an environment of continuous risk management at all levels of the organization.

Its important activity is also to disseminate knowledge and act as a facilitator for the business areas in matters related to the specialized management of each of the Risks. The area is concerned with monitoring equity management and, for the applicable entity, preserving the value and liquidity of electronic currencies issued

4.2.2 Internal Audit Area

The internal audit is an independent, impartial area that checks the quality and efficiency of EBANX's processes and systems on an ongoing and autonomous basis. Therefore, the performance of this area in the corporate governance structure is essential for identifying deviations and recommending the necessary measures to remedy inconsistencies and promote improvements so that the interests of EBANX and its stakeholders are put into effect.

Internal audit reports to the audit committee. Both the Board of Directors and the Audit Committee must actively participate in planning the scope of work of the internal audit.

4.3 Environmental, Social & Governance Program

EBANX conducts its business taking into account its ESG (Environmental, Social & Governance) strategy. The ESG program was created to deal with the environmental, social and governance dimensions that permeate the business, in a way that adds value to EBANX's purpose and our Big Dream.

The Governance area, by studying the organization's culture, current actions, the nature of the company, market influence and consulting various internal and external stakeholders, maps the material topics for EBANX in terms of sustainability. Based on the guidance provided by this study, the ESG program aims to implement solutions to minimize risks and maximize its positive impact on society.

This Program is also mirrored in the Sustainable Development Goals (SDGs), part of the 2030 Agenda launched by the United Nations (UN) in 2015. We guide our activities and products to promote responsible economic and social development, and duly integrated with the management of Social and Environmental Risks of EBANX's activities and products.

The sustainability of our ESG Program is guaranteed through normative documents on the subject, such as the Social and Environmental Responsibility Policy and the Sustainability Report, as well as through communications on the subject to ebankers, which involve the dissemination of projects and metrics related to our strategy.

4.4. Corporate Normative Documents

The structuring of a Governance of Normative Documents contributes to the mitigation of risks and to the continuity of the business. Furthermore, this activity is directly linked to our values of commitment and knowledge, which aim to foster technical and scientific knowledge, as well as ensuring that we will fulfill our responsibilities.

These documents must maintain a structure in order to allow guidelines to follow a hierarchical flow, starting with the Code of Conduct - a document that transforms EBANX's Values into guidelines, declaring what is expected of all EBANX stakeholders -, passing through the policies - which determine how EBANX must conduct its activities and processes in accordance with laws, regulations and conduct -, by rules and procedures.

With regard to the approval flow, it is recommended that creation, review and approval preferably take place in a segregated manner. This means that the ebanker who created the document cannot review this document, and someone else must approve it. According to the Standard for Normative Document Management (POL0020397), there is a specific organization determining who can prepare, review and approve the documents for each type of document (see table 2 of POL0020397).

4.5 EBANX Helpline

The EBANX Helpline is the means through which ebankers or third parties can report, identified or anonymously, any deviations from the guidelines of this Policy. Information is received by the Compliance team, which treats, investigates and seeks to gather evidence of what was reported. In certain situations, depending on the risk assessment of the report carried out, the case is forwarded to the Conduct Committee to assess and indicate the necessary measures to be taken.

The means by which reports can be made are:

Website: www.ebanxhelpline.com
Telephone: 0800 512 5577

EBANX guarantees the confidentiality and security of the Channel without the people who use it suffering any type of retaliation. This is also the channel for suggesting improvements to the Compliance Program and questions about this Program and its documents.

5. Normative references

POL0020378 - Code of Conduct

POL0021285 - Anti-Money Laundering dnd Counter Financing Of Terrorism Policy

POL0020446 - Socio-environmental Responsibility Policy

POL0020400 - Policy Anti-Bribery and Corruption

POL0020399 - Normative Document Management Standard Code of best corporate governance practices (Brazilian Corporate Governance Institute - IBGC)

6. Publication and Distributing Policies

Any new policy or modification of an existing document must be made available to all interested parties.

Policies are available for consultation, by ebankers, on MyEBANXLife, in the “Policies” section.

Public documents can be found on EBANX websites.