1. Introduction

Decree-Law No. 109-E/2021, of 9 December, established the National Anti-Corruption Mechanism (MENAC), which operates at a national level in the field of corruption prevention and related offenses. It also approved the General Scheme for the Prevention of Corruption (RGPC). Article 7 of the RGPC, annexed to Decree-Law No. 109-E/2021, establishes the obligation for covered companies to adopt a code of conduct that sets out the principles, values, and rules governing the actions of all executives and employees concerning professional ethics. This code must take into account criminal regulations related to corruption and associated offenses, as well as the entity’s exposure risks to such crimes.

Dimpomar – Rochas Portuguesas, Lda. (Dimpomar) has, throughout its history, conducted itself in accordance with the highest principles of ethics, integrity, and legality, operating in full compliance with the laws and regulations in force and basing its actions on the values of Integrity, Responsibility and Quality. This document, therefore, reflects the company’s commitment to ethics, transparency and social responsibility.

2. Subject

This document establishes the set of principles, values, and rules of conduct regarding professional ethics and the prevention of corruption and related offenses, as provided for in the General Scheme for the Prevention of Corruption, annexed to Decree-Law No. 109-E/2021.

The provisions of this Code do not exempt employees from complying with other internal policies of Dimpomar, nor from any legal or regulatory frameworks applicable to all employees in the performance of their professional duties.

3. Scope of Application

This Code of Conduct applies to all employees, regardless of the nature of their contractual relationship and hierarchical position. It includes all individuals performing activities for Dimpomar, including employees, external collaborators, service providers, interns, managers, and all persons acting on behalf of and/or representing Dimpomar (collectively referred to in this Code as “employees”).

The provisions of this Code apply to interactions between employees, as well as their relationships with third parties, including citizens, society in general, or external legal entities.

4. Compliance Officer

Dimpomar designates a Compliance Officer as a senior management member or equivalent, responsible for ensuring and overseeing the implementation of the Plan for the Prevention of Risks of Corruption and Related Offences (PPR). In case of any questions regarding this Code of Conduct, the designated Compliance Officer, Paula Piteira, may be contacted directly.

5. Values

The principles that guide the actions of Dimpomar and its employees in the course of their activities are outlined below.

Integrity
Act in an honest and ethical manner in all business and institutional interactions, strictly adhering to commitments.

Responsibility
Comply with legal and internal standards, taking responsibility for the impact and consequences of actions and decisions.

Quality
Strive for continuous improvement of products, services, and performance, ensuring high-quality standards.

Innovation
Invest in continuous improvement and innovate in ways that create value.

Sustainability
Adopt responsible and sustainable practices, promoting a positive impact on the environment and society.

Respect
Treat employees, customers, and partners with dignity, fairness, and courtesy.

Commitment
Fulfill promises and exceed expectations.

Loyalty
Act with loyalty to the company’s principles and mission.

Teamwork
Encourage collaboration and a spirit of mutual assistance.

6. Operational Principles

Dimpomar conducts all of its activities based on the following principles:

• Fully respect the laws, regulations, and professional standards applicable in the countries where it operates;
• Comply with national and international legislation, as well as the guidelines of competent authorities, regarding the prevention of corruption, bribery, money laundering, and the financing of terrorism, along with any internal standards that apply to these matters, requiring exemplary behavior from its employees;
• Ensure a safe environment for reporting irregularities, providing support and protection to whistleblowers;
• Act transparently, adhering to the standards and principles of good corporate governance.

7. Rules of Conduct

7.1. Company-employee relations

The company's relations with its employees are based on respect, transparency, and fairness. The company should promote a safe, inclusive, and motivating work environment, where everyone has fair opportunities for professional and personal development.

Dimpomar is committed to providing its employees with fair compensation and personal and professional development based on merit, qualifications, and equal opportunities, regardless of their ancestry, gender, sexual orientation, religion, age, marital status, family situation, nationality, ethnic origin, disability, political or ideological beliefs, or trade union affiliation.

Employees must perform their duties with integrity and professionalism, respecting the values, principles, and internal procedures, and complying with all applicable legal and regulatory requirements for the activity or any other commitments undertaken by the company. Hierarchical leaders are responsible for leading by example, fostering an environment of integrity, transparency, and trust, where employees feel comfortable sharing their suggestions or concerns.

7.2. Relations with clients, partners or third parties

Whenever applicable and where possible, procedures for the prior assessment of third parties should be implemented to ensure that Dimpomar only establishes business relationships with companies that are familiar with and respect its principles.

Dimpomar should select its suppliers and service providers independently and objectively, based on market conditions, service quality, and costs. Dimpomar employees should avoid any involvement in practices that violate ethical, deontological, or competition principles, or that may result in undue advantages.

In interactions with competitors, employees should refrain from agreements involving price fixing, whether direct or indirect, transaction terms, or limitations or control of distribution or investment, as well as any practice involving market or contract division, ensuring compliance with fair competition standards.

7.3. Accumulation of functions and conflicts of interest

All employees have the responsibility and obligation to act in the best interests of Dimpomar and should not engage in any activities that may conflict with their responsibilities within the company. They must always act honestly and ethically, including when dealing with situations of accumulation of functions and actual, apparent, or potential conflicts of interest between personal and business relationships.

Therefore, unless expressly authorized by management, no employee of Dimpomar may provide professional services outside the company if such services undermine the fulfillment of their duties as a Dimpomar employee or involve entities whose purpose or objectives may conflict with or interfere with the interests and activities of Dimpomar. Dimpomar employees must report to the company any other professional activities and any situations of conflict or incompatibility in performing specific duties or tasks.

7.4. Prevention of corruption and related offenses

For the purposes of the General Scheme for the Prevention of Corruption (RGPC), annexed to Decree-Law No. 109-E/2021, of 9 December, corruption and related offenses are understood to include the crimes of corruption, improper receipt and offer of advantages, embezzlement, participation in economic transactions, extortion, abuse of power, misfeasance, influence peddling, money laundering, or fraud in obtaining or diverting subsidies, grants, or credits, as set forth in the Penal Code, approved in annex to Decree-Law No. 48/95, of 15 March, in its current wording, in Law No. 34/87, of 16 July, in its current wording, in the Military Justice Code, approved in annex to Law No. 100/2003, of 15 November, in Law No. 50/2007, of 31 August, in its current wording, in Law No. 20/2008, of 21 April, in its current wording, and in Decree-Law No. 28/84, of 20 January, in its current wording.

All employees must comply with and enforce the applicable rules related to the prevention of corruption and related offenses, both national and international.

In the specific case of interactions with public servants, administrative officers, government agents, and other public entities, employees must guide their conduct by the highest standards of integrity, transparency, and compliance with all applicable legal standards and ethical duties.

The prohibited conduct concerning the Prevention of Corruption and Related Offenses is established in Annex I to this Code of Conduct, to which reference is made. The following is absolutely prohibited:

• a) Accepting any advantages or offers as compensation for preferential treatment of any third party, to influence an action or decision. Offers may only be made if they conform to socially acceptable conduct and customary practices. A benefit is considered socially acceptable if it is offered as a sign of courtesy and good manners, according to local customs, and as long as this benefit is related to the activity and does not aim or intend to persuade or obtain preferential treatment or an illegitimate advantage for the recipient or to unduly influence their behavior;
• b) Offering or accepting, under any circumstance and regardless of value, money, checks, or other goods subject to legal restrictions;
• c) Influencing the decisions of business partners in any illegal manner or in a way that appears to contradict applicable standards;
• d) Obtaining any benefit or advantage for the company, the employee, or third parties through unethical practices or actions that breach duties associated with the position, namely through practices of corruption, improper receipt of advantages, or influence peddling;
• e) Promising or offering, directly or through a third party, any type of remuneration, goods, favors, or services, regardless of their economic value, to an authority or public servant, or any third party indicated by them or with their knowledge, with the explicit or implicit objective that any authority or public servant take a decision in favor of Dimpomar, or to omit or unjustifiably delay an act inherent to their position, benefiting Dimpomar;
• f) Promising or offering, directly or through a third party, any type of remuneration, goods, favors, or services to any authority or public servant, where considering their economic value, exclusivity, or similar circumstances, it does not align with common social practices and courtesy;
• g) Promising or offering, directly or through a third party, any type of remuneration, goods, favors, or services to an administrator, director, or employee of any private entity, or any third party with their knowledge, as compensation for performing an act or omission that benefits Dimpomar and is contrary to their duties.

7.5. Conditions for using work tools

Dimpomar employees must ensure the protection and responsible use of the resources entrusted to them, including communication devices, computers, and vehicles, recognizing that improper use may negatively impact both individual and collective performance. All resources provided by the company are the exclusive property of Dimpomar and may not be used for personal or private purposes, unless expressly authorized by management.

8. Non-Compliance

All employees are responsible for understanding and complying with the rules set forth in the Code of Conduct. Under no circumstances can non-compliance be justified by ignorance of the existence of these rules.

Failure to comply with the rules of this Code of Conduct may result in serious consequences for Dimpomar and may constitute a disciplinary offense and/or a contractual violation that Dimpomar will not hesitate to address, in accordance with legal and regulatory provisions. The measures to be taken may involve changes in procedures, the need for training, and may also trigger disciplinary sanctions, appropriate and proportional to the offense committed, or civil and/or criminal liability of the employee, whether contractual or legal, before Dimpomar or third parties.

9. Disciplinary and Criminal Sanctions

According to the culpability of the offender and the severity of the violation, disciplinary and criminal sanctions, as outlined in Annex II and Annex III, may be applied for non-compliance with the provisions presented in this Code of Conduct by Dimpomar employees.

In the case of partners and other third parties, non-compliance with the rules presented in this Code of Conduct may constitute grounds for penalties and/or discontinuation of the business relationship.

10. Procedure in Case of Violation

The enforcement of the rules defined in this Code of Conduct is permanently monitored and overseen by the Compliance Officer. It is part of their responsibilities to oversee and verify the compliance with the requirements of the Internal Whistleblowing Channel, including guarantees of protection for whistleblowers and the duties of confidentiality and discretion. Whenever a violation of the rules presented in this document occurs, a report must be prepared, detailing the identified violated rules, the sanction applied, and the measures adopted or to be adopted, following the model presented in Annex IV.

11. Whistleblowing

Dimpomar has an internal whistleblowing channel and follows up on reports of acts of corruption and related offenses, in accordance with Directive (EU) 2019/1937 of the European Parliament and Council, of 23 October, 2019, on the protection of persons who report breaches of Union law.

11.1. Confidentiality

The confidential handling of reports concerning acts of corruption and related offenses is guaranteed. These reports are strictly accessible only to the Compliance Officer and those responsible for the operational management of the mechanisms and procedures for receiving, retaining, and processing the reports, to the extent necessary for the performance of their respective duties.

11.2. Receipt, registration, and processing

Any irregularity or suspicion of a violation of the law, applicable regulations, or the conduct rules established in this Code may be reported in writing via email: compliance@dimpomar.com.

Within 7 days, the company will notify the whistleblower regarding the receipt of the report and the requirements, competent authorities, method, and admissibility of submitting an external report.

The company will undertake all necessary internal actions to verify the allegations contained in the report and, if applicable, to cease the reported violation. An internal inquiry may be initiated for this purpose and/or communication made to the competent authority for the investigation of the violation. Within 3 months, the company will inform the whistleblower, with proper justification, of the measures planned or adopted to address the report.

If requested by the whistleblower, the company will provide the outcome of the internal investigation within 15 days after its conclusion.

12. Responsibilities, Disclosure, and Training

The management of Dimpomar is responsible for the adoption and implementation of this Code of Conduct, and the Compliance Officer (CO) is responsible for ensuring and overseeing its application, ensuring compliance with legal and ethical obligations. All department directors are also responsible for ensuring that all employees under their responsibility are aware of this subject and understand the rules established in this document.

This Code of Conduct will be made available to all employees within 10 days from its implementation date, through Dimpomar's Intranet and websites.

Dimpomar also ensures the implementation of an internal training program, provided to all employees, so that they are familiar with and understand the policies and procedures implemented regarding the prevention of corruption and related offenses, as legally required.

13. Review

The Code of Conduct is reviewed every three years or whenever any change occurs in the responsibilities or the organizational or corporate structure of Dimpomar, which justifies a revision.

Whenever a revision or change is made, it will be disclosed within 10 days from the date of the revision and/or change through the Intranet and company websites.

Any suggestions for improvement may be submitted to management for further analysis and possible inclusion in future revisions.

14. Disposições Finais

This Code of Conduct was approved by Dimpomar's management and will come into effect on February 14, 2025. Any amendments to this Code must also be approved by management.

15. Annexes

Annex I: Examples of prohibited conduct
Annex II: Disciplinary violations and corresponding sanctions framework
Annex III: Criminal sanctions related to acts of corruption and related offenses
Annex IV: Report of violations for non-compliance with the Code of Conduct

Annex I: Examples of prohibited conduct

1) In relations with authorities or public officials:

- To promise or offer, directly or through a third party, any type of remuneration, goods, favor, or service, regardless of its economic value, to an authority or public official, or to any third party designated by them or with their knowledge, with the explicit or implicit purpose of influencing any authority or public official to make a decision in favor of Dimpomar or to omit or unjustifiably delay an action inherent to their position, for the benefit of Dimpomar;

- To promise or offer, directly or through a third party, any type of remuneration, goods, favor, or service, regardless of its economic value, to an authority or public official, or to any third party designated by them or with their knowledge, that constitutes, directly or indirectly, a reward for a decision previously made by the authority or public official in favor of Dimpomar;

- To promise or offer any type of remuneration, goods, favor, or service, regardless of its economic value, to an authority or public official, or to any third party designated by them or with their knowledge, under the condition that any other person, private individual, authority, or public official influences another authority or public official in order to obtain a decision in favor of Dimpomar;

- To promise or offer, directly or through a third party, any type of remuneration, goods, favor, or service to any authority or public official, which, considering its economic value, exclusivity, or any similar circumstance, does not align with common social practices and courtesies;

- Regardless of its economic value, the delivery of cash, monetary payments through other means of payment, meals, trips, hotel stays, shows, or other leisure events, as well as the granting of any benefit, even if non-material, to any authority or public official due to their position, is prohibited. Likewise, the promise of such deliveries or offers is prohibited, unless in exceptional cases where expressly permitted by local legislation and deemed appropriate;

- To use any personal relationship with a specific authority or public official in order to obtain any benefit for Dimpomar;

- To exert any form of influence over an authority or public official, directly or through third parties, hired or contacted for such purposes.

2) In relations with private entities:

- To promise or offer, directly or through a third party, any type of remuneration, goods, favor, or service to an administrator, director, or employee of any private entity, or to any third party with their knowledge, as compensation for the performance of an act or omission that benefits Dimpomar and is contrary to their duties;

- To request or accept from any private entity, including suppliers and clients of Dimpomar, any undue benefit for oneself or a third party, as compensation for adopting or omitting an act that is contrary to their duties as a Dimpomar employee.

Annex II: Disciplinary violations and corresponding sanctions framework

Law No. 7/2009, of 12 February

Article 128 - Employee duties

1 - Without prejudice to other obligations, the employee must: a) Treat the employer, supervisors, co-workers, and individuals associated with the company with civility and integrity; b) Attend work with regularity and punctuality; c) Perform work with care and diligence; d) Participate diligently in professional training provided by the employer; e) Follow the employer's orders and instructions regarding the execution or discipline of work, as well as safety and health at work, as long as they do not contradict the employee's rights or guarantees; f) Remain loyal to the employer, particularly by not engaging in personal or third-party business in competition with the employer, nor disclosing information related to the employer's organization, production methods, or business; g) Ensure the conservation and proper use of work-related assets entrusted by the employer; h) Promote or carry out actions aimed at improving the company’s productivity; i) Cooperate in improving workplace safety and health, particularly through elected employee representatives for that purpose; j) Comply with safety and health regulations derived from law or collective labor agreements. 2 - The duty of obedience applies to both the employer's orders and instructions and those of the employee’s direct superior, within the powers granted by the employer.

Article 328 - Disciplinary sanctions

1 - In exercising disciplinary authority, the employer may impose the following sanctions: a) Reprimand; b) Written reprimand; c) Monetary penalty; d) Loss of vacation days; e) Suspension from work with loss of pay and seniority; f) Dismissal without indemnity or compensation. 2 - The collective labor agreement may provide for other disciplinary sanctions, provided they do not prejudice the rights and guarantees of the employee. 3 - The application of sanctions must respect the following limits: a) Monetary penalties applied to an employee for infractions committed on the same day may not exceed one-third of the daily wage and, in each calendar year, the equivalent of 30 days' wages; b) The loss of vacation days must not compromise the entitlement to 20 working days of leave; c) Suspension from work may not exceed 30 days for each infraction and, in each calendar year, a total of 90 days. 4 - Whenever justified by special working conditions, the limits set out in paragraphs a) and c) of the previous section may be increased up to double by the collective labor agreement. 5 - The sanction may be aggravated by its disclosure within the company. 6 - - A serious offense is the violation of the provisions in paragraphs 3 or 4.

Annex III: Criminal sanctions related to acts of corruption and related offenses

• Crimes of active and passive corruption, in both the public and private sectors (see applicable sanctions in Articles 373 and 374 of the Penal Code, Articles 36 and 37 of the Military Justice Code, Articles 17 and 18 of Law No. 34/87, Articles 8 and 9 of Law No. 50/2007, and Articles 7, 8, and 9 of Law No. 20/2008);
• Crimes of influence peddling, both active and passive, for issuing lawful or unlawful decisions (see applicable sanctions in Article 335 of the Penal Code and Article 10 of Law No. 50/2007);
• Crimes of money laundering (see applicable sanctions in Article 368-A of the Penal Code);
• Crimes of malfeasance (see applicable sanctions in Article 369 of the Penal Code and Article 11 of Law No. 34/87);
• Crimes of improper receipt and offer of advantages (see applicable sanctions in Article 372 of the Penal Code, Article 16 of Law No. 34/87, and Article 10-A of Law No. 50/2007);
• Crimes of embezzlement, unauthorized use of public assets, and embezzlement due to another’s error (see applicable sanctions in Articles 375 and 376 of the Penal Code and Articles 20, 21, and 22 of Law No. 34/87);
• Crimes of economic participation in business (see applicable sanctions in Article 377 of the Penal Code and Article 23 of Law No. 34/87);
• Crimes of extortion (see applicable sanction in Article 379 of the Penal Code);
• Crimes of abuse of power (see applicable sanctions in Article 382 of the Penal Code and Article 26 of Law No. 34/87);
• Crimes of fraud in obtaining or misappropriation of subsidies, grants, or credit (see applicable sanctions in Article 36 of Decree-Law No. 28/84).

Definitions

Sports Agent: According to Article 2 of Law No. 50/2007, the following are considered sports agents:

• Holders of governing bodies or representatives of sports legal entities, as well as sports directors;
• Coaches, technical supervisors, fitness trainers, doctors, masseurs, their assistants, and anyone who, in any capacity, supervises athletes in the performance of their activities;
• Sports referees, meaning those who, in any capacity, whether principal or assistant, assess, judge, decide, observe, or evaluate the application of technical and disciplinary rules specific to the sport;
• Sports agents, meaning those who engage in representation, mediation, or assistance activities, whether occasional or permanent, in negotiating or concluding sports contracts;
• Sports legal entities, meaning sports clubs, sports federations, professional leagues, associations, and groups of affiliated clubs, as well as civil legal entities or associations;
• Individuals or legal entities who, even temporarily or provisionally, whether remunerated or acting on a voluntary, compulsory, individual, or collective basis, participate in sports competitions or are called upon to perform or assist in the performance of a sports competition.

Political Positions: According to Article 3 of Law No. 34/87, the following are considered political positions:

• President of the Republic;
• President of the Assembly of the Republic;
• Member of Parliament (Assembly of the Republic);
• Member of the Government;
• Member of the European Parliament;
• Representative of the Republic in the autonomous regions;
• Member of the self-government body of an autonomous region;
• Member of a representative body of a local authority;
• Holders of political positions in public international law organizations, as well as holders of political positions in other States, regardless of nationality and residence, when the offense has been committed, in whole or in part, in Portuguese territory.

CJM: Military Justice Code

CP: Penal Code

Decree-Law No. 28/84: Regime of Anti-Economic and Public Health Offenses

Public Official: For the purposes of criminal law and in accordance with Article 386 of the Penal Code, a public official is considered to be:

• An administrative agent;
• Arbitrators, jurors, and experts;
• Anyone who, even temporarily or provisionally, whether remunerated or acting on a voluntary or compulsory basis, has been called to perform or assist in performing an activity within the administrative or judicial public function, or, under the same conditions, performs functions in public utility organizations or participates in them;
• Anyone who, even temporarily or provisionally, whether remunerated or acting on a voluntary or compulsory basis, has been called to perform or assist in performing an activity within the administrative or judicial public function, or, under the same conditions, performs functions in public utility organizations or participates in them.

For the purposes of crimes related to corruption, influence peddling, and undue receipt of advantages:

• Magistrates, officials, agents, and equivalent personnel of public international law organizations, regardless of nationality and residence;
• National officials of other States, when the offense has been committed, in whole or in part, in Portuguese territory;
• Anyone performing functions identical to those described in paragraph 1 within any public international law organization of which Portugal is a member, when the offense has been committed, in whole or in part, in Portuguese territory;
• Magistrates and officials of international courts, provided that Portugal has declared acceptance of their jurisdiction;
• Anyone performing functions within alternative dispute resolution procedures, regardless of nationality and residence, when the offense has been committed, in whole or in part, in Portuguese territory;
• Jurors and arbitrators from other States, when the offense has been committed, in whole or in part, in Portuguese territory.

Law No. 34/87: Regime of Criminal Liability for Political Office Holders

Law No. 50/2007: Criminal Liability Regime for Unsportsmanlike Conduct

Law No. 20/2008: Criminal Liability Regime for Corruption Crimes in International Trade and Private Activity