JHSF

Scope

This Code of Ethics (“Code”) combines the main rules of conduct that must be observed by all employees and managers (“Employees”) of JHSF Participações S.A. and its subsidiaries (“JHSF”).

Coverage

The Code applies to all JHSF’s employees, who must sign the Statement of Adhesion at the end of this Code. The Code will also be delivered to the members of the board of directors, fiscal council and advisory committees, service providers and suppliers.

Purpose

To be an institutional and formal benchmark for the personal and professional conduct of all Employees, regardless of the job or position they hold, in in-house relationships as well as those with investors, clients, employees, unions, partners, suppliers, service providers, competitors, society, the government and the community (stakeholders).

To reduce subjectivity in personal interpretations of moral and ethical principles.

CHAPTER I: Principles

Commitment to excellence in its products and services and client satisfaction.

Proper and transparent relationship with Employees and with society in general.

Integrity and honesty when conducting business.

Commitment to sustainable development, respect for the environment and preservation of natural and environmental resources.

JHSF does not accept discrimination against race, gender, sexual orientation, color, religion, age, ethnic and geographical origin, physical or mental disability, or any other form of discrimination provided for by law.

CHAPTER II: Relationship with Clients

JHSF will seek to foresee, meet and exceed its clients’ expectations, by combining innovation in the offer of services and products and a continuous improvement in their quality.

Client service will be conducted politely and effectively, pleasantly and enthusiastically, in a relationship guided by the strict respect for the clients’ rights.

The information passed on to clients must not contain mistakes or lead to errors concerning its products and services.

The questions raised by JHSF’s clients will be all analyzed and answered within a period compatible with their expectations and needs.

JHSF undertakes to not disclose, copy or transfer any of its clients’ confidential data to which it may have access to, unless by means of court order.

CHAPTER III: Marketing and Communication

In its marketing and communication actions, JHSF undertakes to:

• Incorporate ethical principles and respect for consumers, citizens and the environment.

• Respect public spaces and the privacy of consumers and the public in general.

• Not convey false advertising information or communication, or one which incorporates violence or explores fears and superstitions, which takes advantage of children’s or other vulnerable groups’ lack of experience or judgment, which disrespects environmental values, and which induces people to behave in a harmful or dangerous way towards health or safety.

CHAPTER IV: Relationship with Shareholders and the Investors Community (“Investors”)

JHSF will seek to generate value to its shareholder, by means of the combination between growth and profitability in its businesses, as well as social and environmental responsibility.

The relationship with Investors must be based on a precise, transparent and timely communication, allowing shareholders to follow JHSF’s activities and performance.

JHSF is committed to the horizontal and immediate dissemination of information, using the most varied means of communication for that purpose.

JHSF has established appropriate policies for the dissemination and use of information (Disclosure Policy) and for the trading of shares (Trading Policy) by its Employees and binding parties.

CHAPTER V: Relationship with Employees

JHSF is committed to having a transparent and ethical dialogue with its Employees, by making use of impartiality and professionalism in professional relationships, respecting differences in race, gender, sexual orientation, color, religion, age, ethnic and geographical origin.

The company encourages its Employees’ professional development and quality of life. In addition, JHSF, its service providers and suppliers must ensure safe and healthy working conditions, exempt from threats, acts of violence, and moral and sexual harassment (physical or moral intimidation).

JHSF encourages and ensures the right to free Union membership and collective bargaining. Besides maintaining a dialogue with unions, JHSF will keep direct contact with its Employees in pursuit of the improvement in working relations.

JHSF does not accept that its Employees:

• Use their jobs or positions to obtain financial or any other type of advantages, except for low-priced free gifts. In cases when it is not possible to refuse the gift, the Employee must send it to a charity institution indicated by JHSF, or deliver said gift to be raffled among all of JHSF’s employees, in compliance with the rules specially established by the Human Resources department.

• Take part as owners, partners, managers, employees or service providers of a company maintaining a business relationship with JHSF or competing with it, except for the cases expressly authorized by the Board of Executive Officers.

• Use JHSF’s assets to their own benefit or of third parties.

• Obtain personal advantage through the use of insider information.

• Get involved in illicit activities, including any kind of bribery, corruption and gratuity.

• Use IT equipment and tools for non-professional purposes, send messages or access information of a discriminatory and/or illegal nature.

• Use software not licensed by JHSF.

• Transfer to third parties technology, methodology, know-how and other information owned by JHSF, clients and suppliers.

• Request sponsorship from suppliers and service providers, except for requests approved by the Board of Executive Officers.

• Disclose non-authorized information.

• Promote electoral campaigns on JHSF’s premises, or make use of job position or JHSF name for political promotion.

JHSF does not accept:

• The consumption of alcoholic drinks and illegal drugs on its premises, as well as the permanence of people under the influence of such substances on its premises.

• The exploration of child labor, and the use of services or products of third parties that JHSF knows to use child labor.

• The exploration of forceful or compulsory labor, and services or products of third parties that JHSF knows to use forceful or compulsory labor.

JHSF may hire minors over 16 years of age for positions in the administration or technical area, as long as there is a follow up of the minor’s school situation.

JHSF’s Board of Executive Officers must approve:

• Parallel activities that entail its Employees’ paid remuneration, as long as it is an activity different from that one performed at the company and it does not compromise their professional performance at JHSF.

• The hiring of professionals who have relatives with employment relationship with competitors.

CHAPTER VI: Relationship with Suppliers and Service Providers (“Suppliers”)

When selecting its Suppliers, JHSF will use technical and financial criteria, not accepting special treatment to any Supplier.

JHSF will endeavor its best efforts to Suppliers located in the communities where it operates are included, as long as the technical and financial criteria are met.

JHSF will not engage or negotiate with Suppliers who make direct or indirect use of child labor, forceful or compulsory labor, or not respecting the labor and environmental rules in force.

JHSF will encourage the practice of social and environmental responsibility by its Suppliers.

No Employee must accept any kind of gifts, commission or privileges offered by Suppliers, except when they are very low-priced. In cases when it is not possible to refuse the gift, the Employee must send it to a charity institution indicated by JHSF, or deliver said gift to be raffled among all of JHSF’s employees, in compliance with the rules specifically established by the Human Resources department.

Trips and travel, hotel, and meal expenses, as well as other expenses incurred in activities of JHSF’s interest, must not be paid by Suppliers.

CHAPTER VII: Press

Contact with the press must be made only by Employees or service providers expressly appointed and authorized by JHSF.

CHAPTER VIII: Social and Environmental Responsibility

JHSF understands that the sustainable development of its business involves reconciliating the appropriate business profitability with the respect for the environment and the social relationships with its Employees and Stakeholders.

The development of JHSF’s activities and those of all its subsidiaries, regardless of their location, will take into account the practices of environmental management that preserve the natural resources, especially in the communities where it operates, and in compliance with the proper standards of environmental legislation.

JHSF will seek technologies that optimize natural resources and reduce waste production in its projects.

JHSF undertakes to disseminate the principles of respect for the environment to Employees and Suppliers, and to take part in initiatives that contribute to the preservation of the environment in the communities where it operates.

JHSF undertakes to assume a socially responsible position when acting as a company that finances and maintains social projects in the local communities. The company seeks to support social actions that are far-reaching and have short-, medium- and long-term impacts.

CHAPTER IX: Competition

JHSF’s competitiveness is based on its special business strategy and excellence in the execution of projects. Its attitudes as regards the competition will be grounded on ethics and respect.

JHSF’s Employees are not authorized to provide information or discuss the Company’s business with competitors. The exceptions must be expressly approved by JHSF’s Board of Executive Officers.

CHAPTER X: Conflict of Interests

Employees and managers must not use their positions’ prestige or the company’s name, both in internal and external relationships, to influence any decision that may favor their own interests or that of third parties, thereby harming the company’s interests.

There must not be favoring of any kind among employees.

CHAPTER XI: Accounting Records

JHSF maintains appropriate accounting systems and internal controls so as to ensure the truthfulness of the company’s financial and equity situation.

All accounting records must be supported by their respective documentation and must be immediately entered in the company’s books and official records, in compliance with the law and the generally accepted accounting principles.

The records must be made by authorized Employees only.

CHAPTER XII: Breach to the Code and Communication

The breach to the principles outlined in the Code of Ethics, practiced by any Employee and/or Manager of JHSF, will be subject to disciplinary actions.

All the Managers, Employees and Suppliers have the duty of reporting any breach to this present Code of Ethics. The communications must only take place when a concrete act or fact proves the breach to this Code, and must be sent directly to JHSF’s Board of Executive Officers. Anonymity and confidentiality will be ensured.

CHAPTER XIII: Doubts and Omissions

Doubts and omissions must be sent to the direct supervision in case of employees or to a contact at JHSF in the case of Suppliers and other employees.

Exhibit

Statement of Adhesion to the Code of Ethics of

JHSF Participações S.A. and subsidiaries

I [name], (nationality, marital status, profession and title at JHSF), holder of Identity Card number ______ and Individual Taxpayer’s Register (CPF/MF) ________declare to have received a copy of the Trading Policy of JHSF Participações S.A. and undertake the irrevocable and irreversible commitment to enforce and comply with all guidelines included in said policy.

[city], [date]

Signature