IDUS Inteligência Industrial

Code of Ethics, Conduct and Integrity

“We contribute to the development of society through our industrial intelligence.”

To report suspected violations of this Code or of the law, access the Idus Ethics / Reporting Channel.

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Message from the Executive Board

Dear colleague,

This Code translates, into clear and enforceable rules, what has guided Idus since its founding: the conviction that our industrial intelligence only has real value when conducted with honesty, respect for people and workplace safety. It is not an institutional suggestion nor a set of intentions; it is a decision-making instrument.

Our Mission: we contribute to the development of society through our industrial intelligence.

Our Vision: to operate internationally in several industrial segments, multiplying our values.

Growing beyond our country requires our conduct to be equally solid wherever we operate. That is why this Code was built to take us one step further towards institutional maturity: it answers many everyday questions and sets out general lines on who decides what, on what basis, and how it is recorded.

Idus adopts governance based on responsible decision-making. Legal informs what is possible; compliance warns about risks; governance organizes the decision-making process; and the decision always belongs to the competent body. I ask every person who works with us to make this principle a habit, and not a formality.

Our Values — Safety: we ensure a safe environment and value excellence in our products and services. Respect for People: we act responsibly and sustainably, contributing to the development of society. Integrity: we act ethically and transparently in all our relationships. Commitment to the Customer: we understand our customers' needs and offer solutions that truly create value. Innovation: we constantly seek new solutions to drive industrial intelligence and add value to the market.

Heitor Penalva Gomes — CEO of Idus Inteligência Industrial

Chapter 1

Purpose and Foundation

Art. 1.

This Code of Ethics, Conduct and Integrity (the “Code”) establishes the ethical principles and mandatory conduct guidelines for all persons acting on behalf of or for the benefit of Idus Inteligência Industrial, consistent with its Mission, Vision and Values.

Art. 2.

This Code is founded on the principle of responsible decision-making, which structures Idus governance and distributes roles so that no relevant decision depends on improvisation or on a single person:

  1. Ilegal informs what is legally possible;
  2. IIcompliance warns about the risks involved;
  3. IIIgovernance organizes the decision-making process and its record; and
  4. IVthe decision belongs to the competent body, as set out in the Governance Regulations v3.0 (Shareholders' Meeting › Executive Board › Heads).

Art. 3.

As an organizational instrument of strategic level, this Code is subordinate to the Articles of Association and to the Governance Regulations v3.0, which it may not contradict, and it binds all other policies, standards and work instructions of the company.

Art. 4.

This Code exists to:

  1. Ireduce legal and reputational risks;
  2. IIreduce the subjectivity of decisions, making them traceable and reproducible;
  3. IIIimprove the quality of decisions;
  4. IVenable growth and internationalization (OE2); and
  5. Vfacilitate internal and external audits.

Chapter 2

Scope

Art. 5.

The following are subject to this Code in all activities related to Idus:

  1. IIthe members of the Executive Board — CEO, CTO and CBGO;
  2. IIIArea Heads and other holders of positions of trust;
  3. IVemployees under any type of engagement — CLT employment contract, legal entity (PJ), interns and young apprentices (“jovens”, as written in the official document);
  4. Vsuppliers, service providers, consultants and partners acting on behalf of or for Idus, in matters compatible with the nature of their contractual relationship.

§ 1 Service providers engaged as legal entities (PJ) who perform executive functions are subject to this Code in all matters compatible with their contract, in accordance with the respective conduct annexes.

Chapter 3

Fundamental Principles

Art. 6.

Persons subject to this Code shall guide their conduct by the following principles, which express the Values of Idus:

  1. IHonesty and Integrity — act in good faith and in compliance with the law, this Code and internal rules, rejecting corruption, fraud, bribery, money laundering and conflicts of interest.
  2. IIValuing People and Respect for Diversity — treat everyone with dignity and equality, without discrimination based on race, ethnicity, gender, sexual orientation, religion, age, disability, neurodivergence, nationality or belief.
  3. IIIWorkplace Safety — permanently safeguard one's own and others' physical and psychological integrity, complying with and promoting safety rules.
  4. IVTransparency and Accountability — justify actions and decisions and render accounts to the competent body, within the limits of confidentiality.
  5. VEthics and Impartiality — decide based on the interest of Idus, without personal favouritism or favouritism towards third parties.
  6. VIQuality and Excellence — pursue continuous improvement and the delivery of high-standard solutions, in support of the portfolio (OE3).
  7. VIIOrganization and Traceability — keep records, processes and information organized, ensuring the auditability of operations.
  8. VIIIResponsible Innovation — use technology, including artificial intelligence, ethically, transparently and without causing harm to people or to the institution.
  9. IXSustainable Development (ESG) — integrate environmental, social and governance considerations into decisions, consistent with Vision 2027.
  10. XContinuous Professional Development — every person subject to this Code undertakes to keep permanently up to date the technical, normative, regulatory and behavioural knowledge required for the proper performance of their duties, continuously improving their skills and contributing to the institutional strengthening of Idus.

Chapter 4

Conduct Guidelines

Art. 7.

Based on the principles of Art. 6, the following are basic rules of conduct, among others:

  1. Irefrain from disclosing, in any medium, offensive comments about Idus, the Executive Board, superiors or colleagues;
  2. IIinform the competent body and the Ethics Committee of situations that may compromise the image or assets of Idus;
  3. IIIreport, through the Integrity Channel, any infringement of this Code;
  4. IVdedicate oneself to Idus activities during contracted working hours, avoiding private activities that compromise performance;
  5. Vpractise professionalism and courtesy, without any form of prejudice or discrimination;
  6. VIremain neutral regarding party-political, religious or ideological influences that affect impartiality;
  7. VIIrespect the hierarchy and decision-making powers defined in the Governance Regulations v3.0;
  8. VIIImaintain a professional attitude compatible with the work environment, taking care of personal appearance, language, civility and behaviour compatible with the role performed and with the institutional values of Idus;
  9. IXpermanently pursue professional development, taking part in the training offered by the company and keeping up to date on internal policies, legal rules and best practices applicable to one's activities.

Section I · Conflicts of Interest

Art. 8.

A conflict of interest is any situation in which personal interests (financial, family, social or political) may influence, or appear to influence, decisions taken on behalf of Idus. The conflict exists regardless of whether any benefit is actually obtained.

Art. 9.

The following situations, among others, give rise to a conflict of interest:

  1. Itaking part in negotiations, analyses or decisions concerning a customer, supplier or partner involving a personal interest or that of a relative up to the 3rd degree;
  2. IIhiring, appointing or keeping under direct subordination a spouse, partner or relative up to the 3rd degree (nepotism);
  3. IIIcarrying out a paid parallel activity that competes with Idus without prior declaration and authorization;
  4. IVaccepting gifts, favours or hospitality of significant value capable of influencing decisions (see Section V);
  5. Vusing a position, role or Idus information to obtain an advantage for oneself or third parties.

Art. 10.

Any person who identifies a possible conflict must declare themselves impeded and report the fact in writing to the Ethics Committee, which will record the declaration and issue an opinion within 10 (ten) business days.

Sole paragraph. Conflicts involving the CEO or a member of the Executive Board are submitted directly to the Shareholders' Meeting, with technical support from the external legal counsel.

Section II · Information Security and Handling (LGPD)

Art. 11.

The protection of personal data and confidential information is a fundamental commitment of Idus, in compliance with Law No. 13,709/2018 (LGPD, Brazilian General Data Protection Law) and the Information Security Policy.

Art. 12.

The use of privileged information (internal, technical, commercial, strategic, economic, financial or legal) for one's own benefit or that of third parties is prohibited, as is its disclosure to unauthorized persons, even if they are employees.

Art. 13.

Persons subject to this Code undertake to:

  1. Ikeep confidential the non-public operations and information of Idus, its customers and partners;
  2. IIaccess records and data only when required by their work;
  3. IIInot discuss internal matters on social media or in unauthorized environments;
  4. IVimmediately report to their manager and to the Ethics Committee any loss, theft or misplacement of information or equipment.

a) The strategic assets of Idus include, among others:

  1. •Software
  2. •Source code
  3. •Algorithms
  4. •Artificial intelligence models
  5. •Databases
  6. •Technical documentation
  7. •Industrial designs
  8. •Methodologies
  9. •Know-how
  10. •Commercial information
  11. •Market strategies
  12. •Industrial secrets
  13. •Technological research and development
  14. •Any other intellectual assets developed or licensed by the company.

§ 1 The duty of confidentiality continues after termination for a period of 5 (five) years, unless a longer period is set in the contract.

§ 2 All these assets are protected by the rules on intellectual property, unfair competition, industrial secrecy and confidentiality.

§ 3 Their reproduction, use, sharing, external storage, reverse engineering or disclosure to third parties without the express authorization of the Executive Board is prohibited.

Section III · Use of the Corporate Network, Digital Media and Artificial Intelligence

Art. 14.

The corporate network, systems and digital media of Idus are intended exclusively for professional activities, respecting intellectual property rights and the Information Security Policy.

Art. 15.

When using artificial intelligence or emerging technologies in the course of their duties, the person must:

  1. Iverify the results before using them with customers, partners or authorities;
  2. IIavoid generating or spreading bias and false information;
  3. IIInot enter confidential or personal data into third-party tools without authorization; and
  4. IVpreserve the traceability of use, consistent with the nature of Idus as an industrial intelligence company.

a) The use of artificial intelligence tools must cumulatively observe:

  1. •Human oversight;
  2. •Traceability;
  3. •Verifiability;
  4. •Respect for copyright;
  5. •Protection of personal data;
  6. •Preservation of industrial secrets;
  7. •Compliance with the Information Security Policy.

Section IV · Integrity, Fraud and Corruption

Art. 16.

Idus rejects any act of corruption, fraud, bribery, extortion or money laundering. Persons subject to this Code undertake to:

  1. Inot offer, promise, give, request or receive, directly or indirectly, an undue advantage to or from a public or private agent, in compliance with Law No. 12,846/2013 (Anti-Corruption) and Law No. 9,613/1998 (Money Laundering);
  2. IIobserve, in international operations (OE2), equivalent integrity standards, including the FCPA (USA) and the UK Bribery Act, where applicable;
  3. IIInot subsidize, finance or sponsor unlawful acts, nor maintain business relationships with those involved in such practices;
  4. IVkeep accounting and tax records faithful to all operations.

Art. 17.

Any request for an undue payment, commission or advantage must be refused and reported to the Ethics Committee within a maximum of 24 (twenty-four) hours.

Section V · Gifts, Giveaways, Hospitality and Favours

Art. 18.

Receiving or offering gifts, trips, accommodation or events of a personal nature is prohibited, except for protocol courtesies with reciprocity.

§ 1 Giveaways usually distributed as a courtesy or for promotional purposes, with a unit value equal to or less than BRL 300.00 (three hundred reais) per calendar year and per company or entity, are not considered gifts.

§ 2 Gifts above this value must be returned to the giver; if this is not feasible, they will be submitted to the decision of the CEO, who may allocate them to institutional purposes or donation.

§ 3 The prohibition extends to the spouse, partner or relatives up to the 2nd degree.

Section VI · Idus Property and Resources

Art. 19.

The property, resources and assets of Idus (physical, financial and intellectual) must be used exclusively for professional purposes, with care and without waste.

Art. 20.

Using the name, corporate email, logo or symbols of Idus in advertising, personal social media or in favour of any entity without the prior authorization of the CEO is prohibited.

Section VII · Health, Safety and Well-being

Art. 21.

Idus ensures a safe and healthy work environment. Everyone must comply with health and safety rules, use PPE when required and report unsafe conditions.

Art. 22.

Selling, distributing, consuming or being under the influence of alcohol or illegal drugs during any professional activity is prohibited. Idus encourages a balance between personal and professional life.

Section VIII · Expressly Prohibited Conduct

Art. 23.

The following constitute serious infringements of this Code, regardless of other legal or contractual sanctions:

  1. •Fraud;
  2. •Corruption;
  3. •Bribery;
  4. •Money laundering;
  5. •Terrorist financing;
  6. •Moral harassment;
  7. •Sexual harassment;
  8. •Discrimination;
  9. •Retaliation against a whistleblower;
  10. •Misuse of privileged information;
  11. •Unauthorized disclosure of confidential information;
  12. •Misuse of the company's technological assets;
  13. •Unfair competition;
  14. •Undeclared conflict of interest;
  15. •Document forgery;
  16. •Manipulation of accounting records;
  17. •Intentional destruction of documents;
  18. •Misuse of the Idus brand;
  19. •Violation of the LGPD;
  20. •Any conduct incompatible with the principles established in this Code.

Chapter 5

Social, Environmental and Governance Responsibility (ESG)

Art. 24.

Idus integrates ESG principles into its strategy and operations, consistent with Vision 2027 and with the objective of preparing the company for growth (OE4).

Section I · Diversity and Equality

Art. 25.

Idus promotes diversity and equal opportunities and prohibits discrimination in selection, promotion, remuneration or any decision relating to the work environment, including in international contexts (OE2).

Section II · Combating Harassment and Violence

Art. 26.

Idus adopts zero tolerance towards moral, sexual or psychological harassment and any form of violence, abuse of power, intimidation or embarrassment, regardless of the hierarchy or engagement of the person involved. Every incident must be reported through the Integrity Channel, with confidentiality and protection ensured for the victim and the whistleblower.

Section III · Community and Environment

Art. 27.

Idus undertakes to:

  1. Inot allow forced, involuntary, child or slave-like labour, combating such practices in its value chain;
  2. IIuse natural resources responsibly and combat waste; and
  3. IIIsupport initiatives with a positive social and environmental impact.

Chapter 6

Relationships

Art. 28.

Idus conducts its institutional relationships with honesty, transparency and ethics, observing:

  1. ICustomers — loyalty, clear and truthful information, quality in solutions and openness to criticism and suggestions;
  2. IIShareholders, investors and creditors — transparency and timeliness in financial and strategic information, in accordance with the governance bodies (Shareholders' Meeting and Executive Board);
  3. IIIPartners, suppliers and third parties — impartiality, fulfilment of commitments and recording, in the Integrity Channel, of any attempt at undue advantage;
  4. IVMarket and competitors — fair competition and compliance with competition laws, without unfair or defamatory practices;
  5. VGovernment and regulatory bodies — compliance with the rules in Brazil and in the countries of operation (OE2) and integrity of the information provided to authorities;
  6. VIPress and social media — communication only through spokespersons authorized by the CEO, preserving confidential information and the image of Idus.

Sole paragraph. All public statements on behalf of Idus require authorization from the Executive Board or a formally designated spokesperson, in accordance with the guidelines of the Institutional Communication Policy.

Chapter 7

Duties by Level

Art. 29.

In addition to full compliance with this Code, all employees have the following duties:

  1. •Act with honesty and transparency;
  2. •Protect the assets and information of Idus;
  3. •Proactively declare conflicts of interest;
  4. •Refuse and report undue advantages;
  5. •Respect diversity;
  6. •Contribute to a safe environment;
  7. •Take part in ethics training;
  8. •Maintain a permanent process of professional development;
  9. •Not retaliate against good-faith whistleblowers.

Art. 30.

Holders of positions of trust are additionally responsible for: leading by example; ensuring that their teams know and comply with this Code; managing conflicts of interest; monitoring and reporting ethical risks; encouraging the technical and ethical development of their teams; and ensuring the protection of whistleblowers in their areas.

Art. 31.

The Executive Board (CEO, CTO and CBGO) is additionally responsible for: maintaining and strengthening the governance structure; ensuring legal and regulatory compliance; managing strategic and integrity risks; promoting a culture of integrity (OE4); allocating resources to the integrity programme; ensuring adequate resources for training, capacity building and strengthening the culture of integrity; and rendering accounts to the Shareholders' Meeting.

Chapter 8

Ethics Management

Section I · Ownership and Structure

Art. 32.

Ownership of governance and institutional integrity lies with the CEO, as set out in the Governance Regulations v3.0, supported by the external legal counsel and by the People & Management Coordination (Gente & Gestão).

Section II · Ethics Committee

Art. 33.

This Code establishes the Ethics Committee, a lean collegiate body responsible for ensuring the application of the Code, guiding its interpretation and investigating reports.

§ 1 The Committee is composed of 3 (three) full members, with their respective alternates: (I) two employees, appointed by the Executive Board; (II) the People & Management Coordination, as an ex officio member; and (III) a representative of the external legal counsel, as technical member and executive secretariat.

§ 2 The term of office is 2 (two) years, renewable once. Members sign a confidentiality agreement and act with secrecy, impartiality and diligence.

§ 3 No person with a history of violating this Code, who is under investigation or who has a conflict of interest with the matter may be a member of the Committee; an impeded member is replaced by the alternate.

Art. 34.

The Ethics Committee is responsible for:

  1. Ianswering queries within 10 (ten) business days;
  2. IIdeciding on admissibility and conducting the investigation of reports, ensuring the right to be heard and full defence;
  3. IIIrecommending penalties to the competent body;
  4. IVpreparing conclusive reports; and
  5. Vsupporting the People & Management Coordination in ethics training.

Sole paragraph. In investigations involving a member of the Executive Board, the person involved does not take part in the proceedings, and the Committee's report is sent directly to the Shareholders' Meeting for deliberation.

Section III · RACI Matrix for Ethics Management

ActivityShareholders' MeetingExecutive BoardEthics CommitteeCEOPeople & Management
Approval and review of the CodeARCRI
Custody and updating of the CodeICCA/RI
Receipt of reports (Channel)–IA/RCC
Admissibility and investigation–IA/RCC
Penalty recommendationICA/RCI
Penalty — employees and HeadsIACIR
Penalty — Executive Board membersA/RICCI
Declaration of conflict of interestCIRAI
Training and communicationICCAR

Swipe horizontally to see all matrix columns.

R = Responsible (executes) · A = Accountable (owner/decides) · C = Consulted · I = Informed.

Chapter 9

Integrity and Reporting Channel

Art. 35.

The Integrity Channel allows any person to report, securely and confidentially, suspected violations of this Code or of the law. The channel is accessible by confidential email and by an electronic form designated by the Ethics Committee on Central Idus, and anonymous reports are accepted.

Art. 36.

The handling flow is as follows:

  1. Ireferral to the Ethics Committee within 2 (two) business days;
  2. IIadmissibility decision within 5 (five) business days;
  3. IIIprior statement by the reported person within 72 (seventy-two) hours, extendable for an equal period;
  4. IVconclusion of the investigation within 30 (thirty) days, extendable upon justification.

Art. 37.

Idus guarantees good-faith whistleblowers full protection against retaliation. Any retaliation, or attempt to identify an anonymous whistleblower, constitutes a serious violation of this Code and gives rise to disciplinary action.

Sole paragraph. No person may suffer any form of retaliation for reporting, in good faith, suspected irregularities, ethical violations or non-compliance with this Code, even if they are later not confirmed.

Art. 38.

Records of investigations, whether substantiated or not, are confidential and are filed by the Ethics Committee, under the supervision of the CEO, in the official Idus repository, for a minimum period of 10 (ten) years.

Chapter 10

Penalties and Sanctions

Art. 39.

Violation of this Code subjects the offender, after due investigation, to the following penalties, applied gradually and proportionally:

  1. IWritten warning;
  2. IISuspension;
  3. IIIDismissal for cause;
  4. IVIneligibility for promotion;
  5. VContract termination, in the case of third parties.

Art. 40.

The determination of the penalty considers the seriousness of the conduct, the damage caused, the intent, the mitigating and aggravating circumstances and the hierarchical level of the offender.

Art. 41.

Authority to apply penalties is as follows:

  1. •Warning: immediate manager, with notice to People & Management;
  2. •Suspension: Executive Board, on the recommendation of the Ethics Committee;
  3. •Dismissal for cause and other serious penalties: CEO, after investigation;
  4. •Penalties for members of the Executive Board: Shareholders' Meeting, which may apply a formal warning recorded in the minutes, suspension of duties or removal from office.

Sole paragraph. The gradation and criteria of this Chapter and the relevant labour and contractual legislation apply.

Art. 42.

The reported person is guaranteed the right to be heard and to full defence, including formal notification, access to evidence, submission of a defence, production of evidence and appeal against the decision within 3 (three) business days.

Chapter 11

Communication, Training and Review

Art. 43.

This Code is presented to every new employee or executive during onboarding, with the signing of a statement of acknowledgement and commitment, and remains accessible to everyone on the Idus Intranet.

Art. 44.

The People & Management Coordination, with the support of the Ethics Committee, promotes mandatory annual training on ethics, conduct and integrity, keeping a record of attendance.

Art. 45.

This Code is reviewed ordinarily every 2 (two) years and, extraordinarily, whenever there is a relevant legislative change or a completed step of the Governance Evolution Plan.

Chapter 12

Final Provisions

Art. 46.

This Code enters into force on the date of its approval by the Shareholders' Meeting and replaces any previous drafts of a code of ethics or conduct of Idus.

Art. 47.

In the normative hierarchy, this Code is subordinate to the Articles of Association and to the Governance Regulations v3.0. In the event of a conflict between this Code and another internal policy or rule on ethics, the more restrictive provision prevails, subject to the supremacy of the Regulations.

Art. 48.

Matters not provided for are submitted to the Ethics Committee and, when necessary, to the Shareholders' Meeting.

Annex · Related Instruments

  1. •Articles of Association: legal and corporate basis.
  2. •Corporate Governance Regulations v3.0: higher-ranking rule.
  3. •Governance Evolution Plan: target structure and migration schedule.
  4. •Strategic Execution Manual v2.0 and Strategic Plan 2026–2027 v1.0.
  5. •Disciplinary Regime.

Annex · Legal References

  1. •Law No. 12,846/2013: Brazilian Anti-Corruption Law.
  2. •Law No. 9,613/1998: Prevention of Money Laundering.
  3. •Law No. 13,709/2018: Brazilian General Data Protection Law (LGPD).
  4. •FCPA (USA) and UK Bribery Act: references for international operations (OE2).
  5. •Corporate governance best practices (IBGC): guiding reference.

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