Code of Ethics

1. Presentation

Abdo, Ellery & Associados - a Business Consulting company founded in April 25, 2005 and focused in the energy and regulation sectors (“AEA Consultoria”), has offered innovative solutions to its clients based on principles that have guided it since its very inception. They are:

• Serve fewer clients to serve them well;

• Commitment to the interests of our clients;

• Individual treatment of each client;

• Offering additional opportunities to meet client demands;

• Searching for excellence in the services provided;

• Trust and credibility as core values;

• Ethics in the provision of services;

• Partnerships with companies that share the same principles in order to complement their competencies.

Since then, AEA Consultoria has been prolifically successful, facing challenges and expanding competencies, partnerships and clients, consolidating its beliefs and presenting results of great significance that have markedly contributed to the development of the sectors in which it operates. It relies on an internal team of the utmost excellence, which works with dedication, ethics, growth, unity and commitment in search of innovative solutions without losing sight of the satisfaction of its clients and the AEA team and the preservation of the common good.

The company grew, the team matured, and its identity became stronger. Now, the moment has come to level and share the feelings, perceptions and visions of AEA Consultoria. We took this opportunity to consolidate our principles and values in this Code of Ethics, built with the participation of all members of the AEA team and supported by consulting company Homero Reis - Relational Intelligence and Coaching.

As a result, on August 10 and 11, 2016 in Brasilia-DF, through widespread, harmonious debate, the entire AEA team met to revisit and consolidate their principles and corporate values under a more objective, improved and updated code of ethics, which will govern our constantly evolving, increasingly complex human and business relationships.

The AEA Consultoria Code of Ethics, therefore, harmonizes and illuminates the values and conducts that should guide the day-to-day business environment, both within the AEA team and in our relationships with partners and stakeholders, in order to ensure that we can achieve the satisfaction of our customers and the AEA team to the maximum of their possibilities. And it will certainly contribute to our future vision of being instrumental as a transformation agent, developing creative strategies and viability actions in the pursuit of excellence, overcoming challenges and reaffirming our commitment to doing well and getting better at it, and doing good and doing more of it.

2. Objective

Establish values and behaviors that will guide the people of AEA Consultoria in acting ethically, ensuring we can continue to offer excellent services to serve the interests of our clients and the common good.

3. Mission

Provide clients with innovative, structured, sustainable solutions in the technical-regulatory area in energy, basic sanitation and other infrastructure verticals, and devising strategies and actions to make them feasible and contribute to the common good.

4. Vision

To be recognized as a consultancy company of excellence in regulation that advocates for the common good.

5. Principles

Principles are what guide the conduct of a person, group or society. The following principles, from which values are derived, are part of a set of broader, universal principles:

• Love

• Peace

• Freedom

• Happiness

• Completeness

6. Values

Values are what support principles. Values are beliefs and ideals that, in general, basically depend on the culture wherein they operate. The following values have been consolidated and improved throughout AEA Consultoria's trajectory, and constitute the cultural heritage and identity of the company:

• Delighting the client

- Well served, satisfied clients;

- Individual treatment of each client;

- Treating client work with the utmost secrecy;

- Surprising the client by anticipating their needs and devising innovative solutions;

- Definition of strategies and actions to make solutions feasible.

• Belief in complementarity and in the strength of the whole

- Emphasis on teamwork;

- Integrating conceptions and actions brought by the AEA team;

- Focus on the positive, not the negative;

- Permanent professional and personal development;

- Meritocracy as a ballast;

- Valuing ideas, diversity, proactivity and creativity;

- Thinking differently is not only allowed but welcome.

• Ethics in the provision of services and individual values

- Intellectual honesty and honesty of purpose;

- No regulatory capture, preserving autonomy;

- Today's competitor can be tomorrow's partner;

- Zero tolerance for offering or soliciting corrupt acts;

- Commitment to legality and justice;

- Institutional relationships that consider the specificities of institutions, especially our client's compliance rules;

- Only accepting projects and searching for solutions that are compatible with the values of the company and the public interest;

- Treating others as you would have them treat you.

• Sustainability

- Contributing to the performance of client results;

- Contribution to environmental awareness and viability;

- Trust and common sense in the use of company resources;

- Care for the vitality and continuity of AEA’s business.

• Doing well and getting better at it, and doing good and doing more of it.

- Attention to the satisfaction of AEA clients and members, including their health, quality of life and prosperity;

- Proposing creative solutions that are compatible with the common good;

- Contributing to the public interest;

- Willingness to serve and be useful;

- Acting with magnanimity, courtesy, respect, cordiality and proactivity;

- Appreciation and respect for the individuality of people, seeking a positive approach and avoiding pejorative or jocular comments, especially in a group.

- Creating conditions for our employees to take part in fraternal initiatives before the community in which they are inserted or, where appropriate, implementing initiatives they may propose in this regard.

- Acting wisely to understand each other's lives, to see and hear, to have empathy, to practice emotional intelligence, to help others, to resonate with what each person has that is positive – to know how to live other lives.

7. Guidance for the conduct of all members of AEA Consultants

1. Main behaviors that should be adopted in INTERNAL RELATIONS:

1.1. Act in a manner compatible with the principles and values of the organization;

1.2. Do not discriminate against people;

1.3. Promote equality of opportunity;

1.4. Do not rely on child, slave, degrading or any other form of labor that violates labor rules;

1.5. Care for the image and credibility of AEA;

1.6. Repudiate and denounce moral or sexual harassment, maintaining an atmosphere of respect and harmony;

1.7. Freely express one's opinions, respecting those of others and encouraging their expression as well;

1.8. Enjoy freedom of association and trade union membership;

1.9. Be interested and committed to all things that concern the company;

1.10. Have professional relationships based on teamwork, cooperation, inclusion and stimulus to discuss ideas for joint growth, focusing on the collective rather than the individual - "give it all, you are the one who will benefit the most";

1.11. Identify and share potential conflicts of interest and risk situations for the company and its clients, preferably preventatively;

1.12. Share strategic information internally with discretion and caution, considering our clients’ interests and rules;

1.13. Delegate attributions and activities clearly, specifically and responsibly, considering the expected results, deadlines and accumulation of activities involved;

1.14. Position yourself proactively; don't wait for things to happen, don't wait so you can ask, anticipate the need and act;

1.15. Show professionalism, commitment and excellence in the work you do;

1.16. Manage your time so it is compatible with the quality commitments and deadlines negotiated with the company;

1.17. Engage in dialog to establish priorities;

1.18. Harmonize the structures and demands of work to ensure quality of service;

1.19. Contextualize and create a suitable atmosphere for the execution of projects, with awareness of the size of the task and the engagement of people;

1.20. Commitment to the preservation of family values;

1.21. Show discretion, common sense and sobriety in the use of clothing.

2. Behaviors that must be adopted in relations with CLIENTS.

2.1 Seek identity of purpose with clients;

2.2 Carefully and strategically review any conflicts of interest in meeting client demands;

2.3 Show cordiality, loyalty, sincerity, respect and professionalism;

2.4 Establish a permanent and trustful relationship based on the principles and values of AEA Consultoria;

2.5 Safeguard the confidentiality and integrity of information;

2.6 Have the skills to deliver innovative and effective products, with quality of content and form;

2.7 Have a “pro-solution” attitude;

2.8 Commit to meeting deadlines and observing contractual guidelines;

2.9 Have availability to meet client demands;

2.10. Be accountable for and show care in dealing with the client's values and interests.

3. Behaviors that must be adopted in relations with PARTNERS:

3.1 Seek identity of purpose with partners;

3.2 Participate in the responsible selection of partners, based on technical competence, experience, ethical behavior and their image in the market;

3.3 Commit to the reliability, care, protection and quality of the information exchanged with partners;

3.4 Be receptive to partnerships, generating opportunities and sharing responsibilities and results;

3.5 Treat partnerships as long-term relationships;

3.6 Maintain relationships with suppliers that are based on respect, safety, reliability and quality.

4. Behaviors that must be adopted in relations with COMPETITORS:

4.1 Have a mutual learning position in relations with competitors, aiming to improve technical, performance and competitiveness skills;

4.2 Maintain a respectful, loyal and cordial relationship;

4.3 Preserve the principles and values of AEA, despite our positions as competitors;

4.4 Be zealous and professional in working together with competitors.

5. Behaviors that must be adopted in relations with the STATE, GOVERNMENTS and PUBLIC and PRIVATE INSTITUTIONS:

5.1 Act in a non-partisan, religiously impartial manner;

5.2 Act based on AEA Consultoria principles and values, not opportunism;

5.3 Address the interests of clients before institutions while preserving the principles and values of AEA;

5.4 Be proactive in interactions, always preserving the greater interests of the country and strengthening institutions;

5.5 Do offer and receive giveaways and gifts, provided these are appropriate and do not generate a tendency to favor as a form of retribution.

6. Behaviors that must be adopted in relations with SOCIETY:

6.1 Follow the dynamics of the changing values of society, adopting a posture of learning and contributing;

6.2 Respect the environment and be committed to social and environmental sustainability;

6.3 Encourage participation in social solidarity actions, contributing to the construction of a more egalitarian country;

6.4 Promote and develop partnerships in projects with academia.

8. Application of the Code of Ethics

This Code of Ethics was prepared under the principle of impeccability, seeking not to achieve perfection, but rather the commitment to systematic and permanent adjustment from learning and assessing, aiming for the best possible execution based on principles, values and the resources available.

In applying the Code, it is understood that there be consequences, and that any deviations in conduct by AEA Consultoria members in their professional relations should be corrected, always seeking to learn from the mistakes and evolve human relations.

In addition to occasional dysfunctional behaviors identified by the judging committee (formed by the company's managing partners), AEA members and the audiences with whom it interacts will get the chance to report their perceptions and findings through communication channels as they consider appropriate. Complainants are to address the respective item of the code being violated and identify themselves directly to one of the managing partners, who will preserve the confidentiality of identities and facts within the scope of the committee.

The managing partners' dedication to ensuring compliance with, the implementation of and follow-up of the Code of Ethics reflects their commitment to the principles and values established herein. Therefore, it is the responsibility of the managing partners of AEA Consultoria to:

• collectively review the suggestions and complaints received for proper correction thereof, if appropriate, and hear the arguments of the parties, respecting the right to confront one's accuser and the right of ample defense;

• Recuse from participating in recommendations and decisions if the member is involved in the situation at hand;

• Hold an annual meeting with all AEA staff, preferably in August, to talk about and reflect on ethics.

The degree of severity of said occasional identified or reported deviations will be interpreted based on common sense and the principles and values of the company, to be followed by the application of corrective measures that are reasonable and aim to preserve the harmonic coexistence of the AEA Consultoria team.

Finally, it is important to emphasize that this management intends to enforce the practical application of the Code of Ethics, further improving the interpersonal, professional and business relations of the AEA team. Thus, the aim is to achieve work of excellence in the business field and the ability to live other lives in the personal sphere, that is, to care for the difficulties of others and to cheer with them for their accomplishments.

9. Teams

AEA Consultoria Members

Adriana Lima Alves

José Marcelo Bandeira Filho

Alberto Edson Costa Duarte

José Mário Miranda Abdo

Álvaro Augusto Pereira Mesquita

Larissa Pinheiro Constanti

Antonio Marra de Lima

Marcelo Rodrigues

Belarmino Elias

Mareio Ribeiro de Barros

Cesar Antonio Gonçalves

Mariana Jéssica R. Pereira Amorim

Clarissa Machado Rocha

Rayanne de Oliveira Neres

Claudia Natalina Portal de Matos

Renata Crusius dos Santos

Cleinia Santos Reis

Renata de Oliveira e Silva

Débora Lima Queiroz

Tereza Cristina Attuch

Eduardo Henrique Ellery Filho

Thaís Fernanda Rocha da Silva

Frank Tadeu Ávila