Anti-corruption policy

1. OBJECTIVE

The companies that comprise the Passenger Division of the Águia Branca Group, including its Board Members, administrators, and employees, hold ethics as one of their core values and are committed to conducting their business and activities in accordance with the law, in an honest and transparent manner, prioritizing integrity in all their relationships.

The purpose of this document is to ensure that the Board Members of the Passenger Division, other administrators, and all employees of the Passenger Division companies of the Águia Branca Group comply with the commitments established in the Code of Ethical Conduct, as well as understand and always act in strict compliance with all legislation applicable to the business of the companies that make up the Passenger Division and its subsidiaries and affiliates, especially the Law on Administrative Impropriety (Law 8.429/1992), the Law on Bidding and Contracts (Law 8.666/1993), the Law on Concessions and Permits (Law No. 8.987/1995), the Law on Money Laundering (Law 9.613/1998), the Law on Electronic Bidding (Law 10.520/2002), the Antitrust Law (Law 12.529/2011), and the Anti-Corruption/Compliance Law (Law...). 12.846, of 01/08/2013 and subsequent regulations), General Data Protection Law – LGPD (Law 13.709/2018), without prejudice to any other applicable laws, adopting the highest standards of honesty, transparency and legality.

Under no circumstances or any argument may the Members of the Board of Directors of the Passenger Division, executives, or any employee of the companies that comprise the Passenger Division claim ignorance of the responsibilities established herein. Failure to comply may result in the application of disciplinary measures set forth in the Code of Ethical Conduct and applicable legislation, while ensuring the right to a full defense in appropriate proceedings.

Compliance with this policy is mandatory for all individuals to whom it applies, and no tolerance will be given to conduct prohibited by this instrument or not permitted by current legislation.

This policy may be reviewed by the Compliance Committee of the Passenger Division companies at any time, whenever necessary, with public notice to interested parties, and aims to guide employees in recognizing and avoiding conflicts and violations of legislation and the standard of conduct to be followed in the company.

The success of this policy presupposes its assimilation, acceptance, and implementation by all recipients, which is why formal acceptance by each employee is recommended through a commitment agreement.

2. SCOPE

The Anti-Corruption Policy of the companies that make up the Passenger Division of the Águia Branca Group is intended for the Members of the Board of Directors of the Passenger Division, executives, employees, service providers, suppliers and other third parties who have a relationship with the Companies of the Passenger Division, in order to conduct their relationships through conduct based on ethics and integrity, through the mandatory compliance with the Code of Ethical Conduct, internal rules and policies, and all applicable laws and regulations against corruption, fraud and money laundering, without prejudice to other legal provisions protecting ethics.

3. APPLICABLE CONCEPTS

PUBLIC AGENT: Anyone who exercises, even temporarily or without remuneration, by election, appointment, designation, contract or any other form of investiture or bond, a mandate, position, employment or function with the direct, indirect or foundational administration of any Powers of the Union, the States, the Federal District, the Municipalities, Territories, companies incorporated into the public patrimony or entities for whose creation or funding the public treasury has contributed or contributes; any administrator or employee of a public international organization, such as the United Nations or the World Bank; any natural person acting in the capacity of authority for, or on behalf of, a regulatory agency, department, public ministry or public international organization; a political party, an authority of a political party or any candidate for political office; any administrator or employee of a state-owned or state-controlled company, as well as concessionaires of public services (such as ports and airports, electricity distributors, energy generation companies, water and sewage companies or power plants, among others) and similar entities; For the purposes of this policy, any family member of the listed individuals may also be considered a PUBLIC AGENT if it is found that a relationship between an employee and them has the objective or effect of conferring any item of value, advantage, benefit, favor, or service through means considered illegal.

ITEM OF VALUE: This includes any item of monetary value, such as: money or its equivalent (including gift cards); benefits and favors (such as special access to a state agency); provision of services that would otherwise have to be paid for or acquired; gifts; contracts or other business opportunities granted to a company over which a Public Authority has ownership or some legal right; employment or consultancy opportunities; donations to charities;

CORRUPTION: Consists of offering, donating, receiving, or soliciting, directly or indirectly, anything of value to unduly influence the actions of another party, whether between private entities or between private and public entities, including failing to report conduct that one is aware constitutes a crime of responsibility.

FRAUD: Characterized by an action or omission aimed at obtaining profit or benefit, or avoiding an obligation, including false statements, that, through recklessness or deliberately, attempt to deceive a party into obtaining advantages or avoiding an obligation. Fraud may be committed for personal gain or the benefit of third parties, causing losses or undue advantage to the companies of the Passenger Division and to the Treasury.

BRIBERY OR KICKBACK: This is the means by which corruption is practiced, given that it is the act of promising, offering, or paying an authority, government official, public agent, or private sector professional any amount of money or any other favors (from a bottle of drinks, jewelry, property, or even a hotel and plane for a vacation trip) so that the person in question ceases to behave ethically in their professional duties.

THIRD PARTIES: Any and all individuals and/or legal entities that act as suppliers, consultants, service providers, and business partners for the Passenger Division companies, regardless of whether there is a formal contract or not, or that interact on their behalf with other individuals, the government, or other agents to conduct business.

INFLUENCE TRAFFICKING: Practiced by a private individual against the public administration in general, it consists of soliciting, demanding, charging, or obtaining, for oneself or for another, an advantage or promise of advantage, under the pretext of influencing an act performed by a public agent in the exercise of their function. This does not involve the promise of money, but rather of advantages.

Due diligence: The process of investigating and analyzing data, documents, and information to gain a better understanding of an organization in preparation for an acquisition, merger, merger, or takeover.

4. GENERAL PROVISIONS

The companies in the Passenger Division do not tolerate or condone any harmful acts against public and private administration, both national and foreign, and prohibit all forms of corruption, both active and passive. Any MEMBER OF THE BOARD OF DIRECTORS, EMPLOYEE, or THIRD PARTY, acting on behalf of or in favor of any of the companies in the Passenger Division, is EXPRESSLY prohibited from receiving, offering, promising, granting, simulating, or authorizing, directly or indirectly, the donation of money or any other THING OF VALUE to any person related to business dealings, in order to obtain improper advantage or engage in influence peddling, such as preferential treatment, tax reductions, granting of commercial contracts, cancellation of fines, obtaining licenses and permits, among others. No MEMBER OF THE BOARD OF DIRECTORS, EMPLOYEE or THIRD PARTY, acting on behalf of or in behalf of any of the companies in the Passenger Division, will be retaliated against or penalized for delays or loss of business resulting from their refusal to pay or receive bribes.

4.1. Gifts, Presents and Accommodation

Members of the Board of Directors of the Passenger Division, Investors, Senior Management, Employees, and Collaborators of the companies in the Passenger Division must refrain from soliciting or accepting, under any circumstances:

Monetary value, except as defined by law;

Gifts with values exceeding R$100.00 (one hundred reais) are prohibited, except when there is prior knowledge and approval from the Board of Directors, with the option of consulting the Compliance/Integrity Committee;

Gifts with values less than R$ 100.00 (one hundred reais) must be reported to the immediate supervisor;

If a gift is received that can be divided, and is neither named nor specifically addressed, in accordance with the above policy, the manager of the respective department of a given company within the Passenger Division is encouraged to distribute it equally, as far as possible, to everyone in the department to which the gift was intended.

The aforementioned individuals must also refuse gifts or presents, even those within the permitted value, when their nature or circumstances indicate an intention to influence the impartiality of any selection/decision-making process.

If any gift or promotional item exceeding the permitted value has been forcibly received due to the impossibility of immediate or later return, said gift will be donated to an institution to be defined by the Integrity Committee.

Any and all donations made and/or received by any member of the Passenger Division companies and on their behalf require prior authorization from the Board of Directors and must be reported to the Compliance Committee.

Receiving prizes and/or donations above the established limit will only be permitted when it is an internal award or recognition event promoted by one of the companies in the Passenger Division and the Águia Branca Group.

It is prohibited for any member of the Board of Directors, Senior Management, Employee, Collaborator, or any of the companies in the Passenger Division, or by a third party acting on their behalf, to offer gifts of any value, as well as entertainment, hospitality, and meals to public officials with the aim of obtaining any personal advantage or benefit, or who have the power to influence decisions of interest to the companies in the Passenger Division.

Requests from public authorities for the transportation of passengers in the form of tourist charters for specific events may be authorized by the Board of Directors, after consultation with the Compliance/Integrity Committee, provided that the request is made expressly and formally and does not in any way constitute obtaining any advantage or benefit for the companies.

The companies of the Passenger Division, their Board Members, Administrators, Employees and Collaborators, as well as third parties interacting on their behalf or through them, may, with the prior and express authorization of the Board of Directors, offer corporate gifts, participation in events and meals to private institutions or agents, provided that this does not constitute obtaining an illicit advantage or benefit for the companies.

4.2 Relationship with public officials and political parties

The companies in the Passenger Division are committed to maintaining ethical relationships with public officials at all levels and entities of the federation, including international entities, when applicable.

Corruption practices in all their spheres, whether national or transnational, as well as bribery, fraud, and any and all acts against the Public Administration and/or any immoral or unethical means in relationships with public agents, are not permitted, following formal control procedures to comply with the legislation applicable to their field of action.

In this regard, none of the board members, legal representatives, employees and/or third parties, acting on behalf of any of the companies in the Passenger Division, are authorized to give, promise to give or offer bribes, understood as any type of direct or indirect financial or non-financial advantage, to any public agent or political party, national or international. The companies in the Passenger Division will cooperate with inspections and controls by public authorities when requested.

Meetings with public officials must be held by the legal representatives of the respective company in the Passenger Division, or by employees or service providers expressly authorized, always respecting the other guidelines of this policy and also the Code of Ethical Conduct of the Companies in the Passenger Division.

Under current legislation, companies comprising the Passenger Division, board members, directors and/or other legal representatives, employees, suppliers and/or any person or organization acting on behalf of any of the companies in the Passenger Division are prohibited from financing political parties, political campaigns and/or candidates for public office, whether national or international.

4.3 Donations and Sponsorships to Third-Party Institutions (Private or Public)

In addition to the provisions already discussed in item 4.1 and those present in the Code of Ethical Conduct regarding donations, gifts, promotional items, and accommodations, contributions and donations to third-party institutions of proven philanthropic nature, as well as commercial sponsorships when applicable, must be preceded by a preliminary analysis by the competent area, avoiding illegal payments or those that generate corruption, with the respective contracts being formalized between the companies of the Passenger Division and the institution that will receive the donation/sponsorship.

4.4 Contributions to trade unions

No Board Member, Employee or THIRD PARTY, acting on behalf of or in favor of any of the Passenger Division Companies, may use any of the Passenger Division Companies and/or private resources to make contributions/donations to unions, union members or entities controlled by a union on behalf of any of the Passenger Division companies, without the prior approval of the Board of Directors, and regardless of authorization from the Board of Directors, the donation conditions set forth in this Policy must also be observed.

4.5 Conflict of Interests

The use of influence by any employees in decisions of the Passenger Division companies that result or may result in personal gain or gain for third parties and/or in direct or indirect losses is prohibited.

When an employee identifies any circumstance, transaction, or relationship that directly or indirectly involves them and that could bring them an advantage, they must immediately disclose their conflict of interest to their supervisor, who must, in turn, inform the company's Compliance/Integrity Department.

4.6 Bidding and Tenders

Participation in bidding processes and tenders must be guided by legality, with observance and respect for the provisions of the tender notice, the principles and other applicable rules, as well as the stipulations indicated in the Code of Ethical Conduct of the companies in the Passenger Division, and the practice of acts that aim to:

To frustrate or defraud, through agreement, collusion, or any other means, the competitive nature of a public bidding procedure;

To impede, disrupt, or defraud the execution of any act in a public bidding procedure;

To deter or attempt to deter a bidder through fraud or by offering any type of advantage;

To defraud a public bidding process or a contract resulting from it;

To fraudulently or irregularly create a legal entity to participate in a public bidding process or to enter into an administrative contract;

To obtain undue advantage or benefit, fraudulently, from modifications or extensions of contracts entered into with the public administration, without authorization in law, in the public bidding notice or in the respective contractual instruments; or

Manipulating or defrauding the economic and financial balance of contracts entered into with the public administration;

To hinder the investigative or supervisory activities of public bodies, entities, or agents, or to interfere in their actions, including those of regulatory agencies and supervisory bodies of the national financial system.

4.7 Accounting Records

The books, records in general, and accounting balance sheets must be prepared in accordance with the respective governing regulations, also observing transparency and allowing for the traceability of data and information.

The companies in the Passenger Division do not authorize, nor tolerate, the carrying out of inadequate and/or fraudulent accounting entries, any procedure that conceals illegal payments, as well as the use of false documents and invoices, subjecting any person who proceeds in this way to the applicable legal and administrative penalties.

4.8 Mergers, Acquisitions, and Investments

Whenever any of the companies in the Passenger Division seeks new business through merger, incorporation, or acquisition of any organization or asset, a thorough due diligence process must be carried out, and appropriate anti-corruption clauses must be included in the purchase and sale agreement, in addition to considering other available options to avoid the succession of any liabilities prior to the closing of the transaction, in accordance with Anti-Corruption Laws and other applicable laws.

4.9 Money Laundering

The companies in the Passenger Division do not condone any type of practice related to money laundering, concealment of assets, rights, and illicit values.

In this regard, the following shall not be permitted in any transactions involving companies in the Passenger Division:

Unusual forms or complex payment patterns;

Unusual transfers to or from countries unrelated to the transaction;

Customers or suppliers with operations that appear to lack integrity;

Customers or suppliers who demonstrate behavior that avoids information registration requirements;

Transactions involving locations or procedures associated with "money laundering" or tax evasion.

4.10 Whistleblowing Channel

Violations of this policy will be subject to applicable penalties under the law and/or contract, including termination of employment contracts and/or contracts with THIRD PARTIES, in accordance with the internal regulations of the Passenger Division companies and current legislation.

Any violation of the provisions of this policy should be reported by anyone.

through the following communication channels:

E-mail canaldedenuncias@aguiabranca.com.br;

Telephone number 0800-725-8899;

Letter – to the Compliance/Integrity sector – Av. Mario Gurgel, 5030, Vila Capixaba,

Cariacica-ES, Postal Code: 29145-901;

A verbal complaint can be made in person directly to the Integrity Department.

Complaints will be forwarded in accordance with the internal Compliance policy of the Passenger Division companies, which includes rules for analysis and handling, with monitoring by the Compliance Committee of the Passenger Division companies.

Complaints can be made anonymously.

If you have any questions about the proper application of the guidelines contained in this policy, you should submit the matter to your immediate supervisor and/or the Whistleblowing Channel, through the communication channels mentioned above.

Employees who become aware of violations of this policy and fail to report them through the Whistleblowing Channel or other valid means available to them will also be subject to disciplinary measures established by the companies in the Passenger Division.

Following the conclusion of the investigation, if concrete evidence of corrupt and/or fraudulent conduct, or other conduct that constitutes a crime or misdemeanor as defined in current legislation, is found, the final report must include a recommendation to the Compliance Committee to notify the Competent Authorities for appropriate legal action.

This policy becomes effective on the date of its publication.

Cariacica/ES, February 6, 2020

Rev. 1.1 – May 21, 2025