Code of Ethics and Conduct

This Code of Ethics and Conduct ("Code") is intended to provide guidance on the conduct, actions, and decisions expected of Employees (as defined below) and partners, suppliers, and CloudWalk's service providers in the work environment and in the performance of their activities. Compliance with this Code is essential to maintaining the relationship with CloudWalk, and violations of this Code and non-compliance with other company policies and standards are not tolerated.

CloudWalk’s executive leadership and management are committed to demonstrating, through their actions and behaviors, the importance of integrity and ethical values, thereby supporting the effective functioning of the company’s internal control system.

1.1. Scope

This Code is applicable to all of CloudWalk's employees, including employees and administrators ("Employees" or "CloudWalkers"). Employees must act with these values and principles while conducting business. Whenever it is applicable, partners, suppliers, and service providers must also observe the provisions of this Code, as well as in any and all actions or businesses involving CloudWalk's interests.

The expectations of CloudWalk’s executive management concerning integrity and ethical values are clearly defined in this Code of Conduct and are understood at all levels of the company, as well as by our outsourced service providers and business partners.

1.2. Term and Internal Disclosure

This Code will come into effect on the date of its disclosure and will remain in effect indefinitely. The policies contained in this document will be updated, revised, replaced, and supplemented whenever necessary. Employees, partners, suppliers, and service providers will be notified and informed of any changes made. The guidelines and conduct are expected of all CloudWalkers, which must be reflected in the company's day-to-day activities and everyone is responsible for the dissemination of the culture of integrity.

1.3. Fairly Conducted Evaluations‍

Evaluating Adherence to Standards of Conduct: CloudWalk has established processes to evaluate the performance of individuals and teams against the expected standards of conduct. These evaluations are conducted fairly and objectively, with feedback provided to ensure ongoing compliance.

Employees must perform their activities in good faith, prudence, diligence, integrity, responsibility, honesty, loyalty, and transparency, always acting in defense of CloudWalk's interests and its customers and upholding the company's reputation. Everyone must strive to maintain a pleasant working environment, guiding their relations by cooperation, courtesy, mutual respect and trust.

2.1. Fight Against Discrimination and Harassment

CloudWalk does not tolerate or condone the practice or demonstration of any form of prejudice or discriminatory behavior based on race, color, origin, nationality, social class, gender, sexual orientation, political option, religion, age, physical or mental disabilities or any other characteristics, nor any form of abusive conduct, including humiliating, discriminatory, or intimidating behavior. For CloudWalk, diversity is one of its most important assets and CloudWalk actively works on building a healthy environment, respecting everyone's individuality and identity.

2.2. Drugs and Alcohol

Celebrating small and big achievements is in CloudWalk's DNA. The maintenance of healthy habits and a respectful environment are encouraged, which is why rules related to the consumption of alcoholic beverages and drugs must be followed. Alcohol consumption is not prohibited on CloudWalk premises or during company-related activities, provided it is consumed in moderation and at appropriate times (e.g., after business hours). Employees are prohibited from performing job duties or remaining on CloudWalk premises while under the influence of illegal drugs or any substances that may impair their ability to work or compromise safety. Any moderate alcohol consumption during company events or activities must adhere to CloudWalk's internal guidelines.

2.3. Prohibited Conduct

Engaging in Conflicting External Activities

Engaging in private business or partnerships with professionals or companies that are clients, suppliers, business partners, competitors, or that maintain any type of relationship with CloudWalk, where such interaction may create a conflict of interest, without prior consultation with the Compliance team and without following corporate guidelines.

Working as a freelancer or in other organizations as a manager, employee, service provider, consultant or advisor, partner, director-partner, or investor-partner, technical officer, etc., whose activities conflict in any way with the activities carried out at CloudWalk, whether due to their nature or due to the time required to dedicate to them.

Private Business with Related Parties

Engaging in private business or establishing commercial relationships with clients, suppliers, competitors, business partners, or other stakeholders that involve improper benefits or favoritism, without proper evaluation by the Compliance team.

Inappropriate Use of Information or Resources

Using confidential or privileged information obtained through the relationship with CloudWalk for personal purposes or to benefit third parties, including family members or other organizations.

2.4. When in Doubt About Appropriate Conduct

In situations of uncertainty regarding the appropriateness of any conduct or decision, employees must contact the Compliance team. Open dialogue with the team is essential to ensure that actions are aligned with CloudWalk's values and policies, avoiding risks or violations of the Code of Ethics. CloudWalk fosters a transparent environment where all doubts can be addressed openly and collaboratively.

2.5. Conduct Outside the Workplace and Protection of CloudWalk’s Image

CloudWalk expects employees to uphold the company’s values and protect its reputation not only at work, but also outside the workplace and working hours, including at industry events, company-sponsored gatherings, and in digital spaces (e.g., social media, forums, messaging groups).

General conduct. Employees must refrain from illegal, violent, harassing, discriminatory, hateful, or otherwise offensive behavior that could reasonably harm CloudWalk’s image or the trust of customers, partners, regulators, or the public. Moderation applies to alcohol consumption at company-related events (see 2.2) and safety must never be compromised.

Personal opinions and public statements. Employees must not present personal views as those of CloudWalk. When referencing their role at CloudWalk in public or online, they should make it clear that opinions are their own and not made on behalf of the company.

Use of brand and representation. Employees must not use CloudWalk’s brand, logos, key visuals, or speak on behalf of CloudWalk without prior approval, and must follow the standards in 3.7 Protection and proper use of the brand. Invitations to speak, publish, be interviewed, or appear as a “CloudWalk representative” require alignment with the direct manager (when applicable) and the Brand Comms team before acceptance.

Confidentiality and information security. Even outside the workplace, Employees must not disclose confidential or privileged information about CloudWalk, its Employees, customers, or partners, consistent with 3.3 Privileged Information and 3.4 Confidentiality.

Political and civic participation. Employees are free to engage in lawful personal political or civic activities, provided they do not use CloudWalk assets, brand, or implied endorsement and avoid any association that could suggest CloudWalk supports a candidate, party, or cause.

Questions and reporting. If unsure whether an action could impact CloudWalk’s image, Employees should consult the Compliance team or Brand Comms before proceeding (see 2.4). Violations of this section may result in measures under 8. Reporting any Violations of the Code of Conduct.

3.1. Protection and Proper Use of Assets

CloudWalk provides Employees with the work tools necessary for the development of their activities, such as computers, equipment, and access to systems, platforms, and company communication tools, such as online chat and email. Any and all content produced, sent, or received by Employees in the exercise of their activities or through the use of CloudWalk resources, such as correspondence, messages, files, and browsing history, is subject to inspection by CloudWalk at any time, without this being considered a violation of correspondence or privacy. CloudWalk may, at any time, change, include, or exclude any work tool or access to information by Employees, at its sole discretion, without any prior notice. Employees must take care of the materials and equipment provided by CloudWalk, immediately notifying their direct manager in case of damage, misuse, or loss. Once the relationship with the company is terminated, the Employees must immediately return the equipment provided, in perfect condition.

3.2. Information Security

Employees are prohibited from using, on CloudWalk installations or equipment, any computer programs that have not been made available or previously approved by CloudWalk, as well as accessing external links whose origin is unknown. Employees should avoid accessing websites or using applications that are not strictly related to their activities at CloudWalk. Each CloudWalker must use the company-provided asset to perform professional activities. All information and documents must be stored in cloud-based storage previously approved by the Information Security team.

3.3. Privileged Information

Employees, partners, suppliers, and service providers are prohibited from using any information obtained as a result of providing services to CloudWalk for their own benefit or that of third parties, in conducting the business of any nature.

3.4. Confidentiality

Employees, partners, suppliers, and service providers may, in the course of their relationship with CloudWalk, have access to sensitive and confidential data and information related to CloudWalk, its employees, customers, and any third parties. Such information is considered restricted and must be kept confidential. Any confidential information that the Employee, partner, supplier, and service provider has access to must be used only and exclusively for the development of their activities, and disclosed only to those who need to know it. It is strictly forbidden for Employees, partners, suppliers, and service providers to use the data and information obtained for their own benefit, to disclose it, or reveal it to third parties, including family members, even after the end of their relationship with CloudWalk. Special attention must be given to any mention of confidential data and information outside the work environment.

3.5. Document Management

The documents written in the course of the Employees' activities must be filed physically or digitally, as the case may be, in order to protect the company in case of legal, administrative, or regulatory proceedings. Employees who perform activities related to accounting records must comply with the applicable rules and are prohibited from using any method intended to disguise or alter such records.

3.6. Intellectual Property Rights

Any and all rights arising from intellectual creations, works, and materials developed or produced by Employees due to the exercise of their activities are the exclusive property of CloudWalk. Whenever necessary, Employees must carry out the necessary procedures to transfer to CloudWalk the rights in the services, products, creations, inventions, discoveries, documents, manuals, illustrations, projects, or methods developed in the course of providing the services to CloudWalk.

3.7. Protection and Proper Use of the Brand

Employees, partners, suppliers, and service providers who are invited or want to take part in an event, interview, podcast, panel, etc. representing CloudWalk and its interests must talk to his/her direct leader, when applicable, and to the Brand Comms team before accepting it. Use of the brand, key visuals, and other brand features is prohibited unless CloudWalk has given prior written consent and as long as it follows established standards for use of the brand. Any expression or manifestation on social networks or similar on behalf of CloudWalk or related to its interests, even if implicitly, must be aligned with the Brand Comms team.

CloudWalk processes and protects personal data in compliance with data privacy laws. Personal data is processed in a safe, transparent way and in compliance with the legislation. Access to personal data is granted only when necessary. CloudWalk does not process personal data for purposes other than the intended. Whenever possible, anonymity and minimized data are guaranteed. CloudWalk maintains organizational security plans to protect data, assuring encryption while in transit and at rest. Employees must take care of all personal data processed by CloudWalk, immediately notifying their line manager in case of damage, misuse or loss of personal data. Employees are prohibited from using personal data processed by CloudWalk for any purposes unrelated to our business. CloudWalk recognizes the importance of security when engaging service providers who will process personal data on its behalf ("data operators"). It is guaranteed by contract that the operators of personal data will treat the data only as indicated and will maintain data protection security plans.

All Employees, partners, suppliers, and service providers must conduct their activities with impartiality, always seeking to avoid or minimize the existence of conflicts of interest or potential conflict of interests, thus understanding those situations in which the personal interest has the potential to override the interests of CloudWalk or its customers. Any operation that represents a real or potential conflict of interest must, prior to its execution, be communicated to the Compliance area or to the direct manager, in the case of an Employee, being prohibited the relationship, directly or indirectly, in businesses that may enter into direct or indirect competition with CloudWalk business.

5.1. Non-Competition

Employees also undertake to not interfere in a negative way, by any means, directly or indirectly, in the CloudWalk business, influencing or inducing, for example, customers, partners, suppliers, and service providers to terminate, reduce, modify or divert business with CloudWalk. Employees must, at all times, work to serve the interests of CloudWalk and to reinforce the company's image.

5.2. Gifts and Favors

In certain circumstances, the exchange or receiving of gifts may constitute bribery, corruption, or an attempt to obtain an undue advantage, especially in situations involving public officials. As a result, CloudWalkers can only and exclusively receive from third parties, including suppliers, partners, and customers, gifts or business courtesies that have no commercial value, such as office supplies, pens, planners, institutional items on the occasion of special events. In cases where the items offered by third parties do not fit the definition above, when it is not possible to refuse, CloudWalkers must inform their direct manager or the People team, which will raffle the item among all CloudWalkers.

Any gift, hospitality, or promotional item offered on behalf of CloudWalk must be modest, reasonable, and aligned with legitimate business purposes. Such items must not be intended to influence a decision, secure an improper advantage, or create a sense of obligation. When in doubt about the appropriateness of offering a gift, CloudWalkers must consult the Compliance team before proceeding.

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CloudWalk encourages conduct and actions in order to positively impact the community and the adoption of sustainable practices by its employees, partners, suppliers, and service providers aiming at the preservation of natural resources. The rational and responsible use of resources is everyone's responsibility. Waste of natural resources, such as water, should be avoided. Documents should be printed only when necessary, and equipment that is not in use should be turned off. It is recommended to give the correct treatment to the waste generated and guarantee recycling when possible. For any items produced by CloudWalk, preference should be given to the use of recycled and reusable materials, when possible.

CloudWalk has internal controls and strict guidelines to be observed in combating and preventing illegal acts. Employees must maintain, in the performance of their duties, a special focus on situations involving signs of Money Laundering and Terrorism Financing in any area of the company, and, at any time, report any suspicious situations to the Risk and Compliance areas, so that the situation is investigated and appropriate measures are taken. Employees must also participate in training promoted by CloudWalk and also assist in the dissemination of the culture of combating the practice of illegal acts and good practices. CloudWalk does not tolerate the involvement, even if involuntary, in criminal activities, including the inadvertent use of the company as an intermediary in any type of process that aims to hide the true source of funds from criminal activities of money laundering and financing of terrorism. Employees, partners, suppliers, and service providers must not, directly or indirectly, promise, offer, grant, request, or accept any improper advantage to or from any individual or legal entity in the public or private sector. These practices are treated as corruption and any illicit activity must be reported.

Upon becoming aware of any violation of this Code of Ethics and Conduct, the Employee, partner, supplier, or service provider must report the fact to the Compliance team or to the immediate manager, including, where applicable, the confidential reporting address [email protected] or https://confidencial.cloudwalk.io/. Reports will be handled in a confidential manner, with measures in place to preserve the independence and security of the investigation, including, where applicable, the protection of the reporter’s identity.

In case of violation of the rules contained in this Code, CloudWalk will adopt the measures it deems necessary, such as the application of the appropriate disciplinary measures, among other legal measures of administrative, civil, or criminal nature it deems applicable.

8.1. Addressing Violations

Deviations from the expected standards of conduct are identified and addressed in a timely and proportional manner. CloudWalk ensures that all violations are investigated seriously and that, when applicable, appropriate corrective actions are taken to prevent recurrence.

To ensure compliance with our Code of Ethics and maintain an environment of integrity and respect, we reserve the right to apply any punitive measures as appropriate to the severity and nature of the committed infraction. These measures include, but are not limited to, verbal and written warnings, suspension, mandatory training, and even termination for cause, legal actions, and notification to the relevant authorities. Each situation will be evaluated individually, and disciplinary action will be conducted fairly and consistently, with the aim of correcting inappropriate behavior and protecting the integrity of the entity.

The measures provided for in this section also apply to cases involving employee participation in internal fraud, corruption, misappropriation, manipulation of information or records, conflicts of interest, and other unlawful acts or violations of internal policies and standards.