Code of Conduct

The Code of Conduct is reflected in the identity and corporate culture of Santos Brasil, being guided by principles that act as a basis to promote behaviors that value ethics, excellence and the individual.

It is aimed at all managers, employees and others stakeholders, such as suppliers and service providers, who have a duty to guide their actions in accordance with the principles, values and rules set out in the Code of Conduct, without exception.

Our expectation is that we will continue to develop effective management in order to this set of guidelines naturally incorporate the culture of Santos Brasil. In order to achieve this goal, it is necessary that each one serves as a model and leads by example.

Acting with ethics, responsibility, respect and high standards of social and environmental order ensures that Santos Brasil is a reference company and contributes to the achievement of our corporate, professional and personal goals.

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Dividend Policy

The Brazilian Corporation Law and the Company’s By-laws require the shareholders’ ordinary general meeting to be held up to April 30 of each year where the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.

The Company’s shareholders will decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines “net profits” for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in Santos Brasil Participações S.A.’s net profits in such fiscal year.

The Santos Brasil Participações S.A. mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company’s By-laws, determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of Santos Brasil Participações S.A.’s common shares and will depend on many factors. These factors include the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by Santos Brasil Participações S.A.’s board of directors and shareholders.

Disclosure and Securities Trading Policy

In compliance with the CVM Instruction No. 358, this Policy has as purpose to establish (i) the procedures related to the disclosure and use of information on the Company’s Material Facts of Acts, also including procedures to maintain the confidentiality of nondisclosed material information; and (ii) requirements and limits for the negotiation of securities issued by the Company by the Company itself and certain Related Persons.

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Santos Brasil operates in a transparent and ethical manner towards employees, suppliers, customers and communities in which it operates, in full compliance with domestic and foreign laws applicable to its business.

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