R.LOG TRANSPORTES E AGENCIAMENTO DE CARGA INTERNACIONAL LTDA

CNPJ: 48.780.011/0001-68

1. EXECUTIVE SUMMARY

This manual establishes the compliance framework of RERUM CORPORATION, defining principles, internal controls, and guidelines to mitigate legal, regulatory, and reputational risks.

The structure was developed in line with:

• IFRS (International Financial Reporting Standards)

• COSO Framework (Internal Control)

• ISO 37301 (Compliance Management Systems)

• FCPA | UK Bribery Act

• Brazilian Anti-Corruption Law (12,846/2013)
  RERUM adopts a zero-tolerance approach to misconduct, with a

  focus on governance, transparency, and operational integrity.

2. GOVERNANCE STRUCTURE

2.1 Structure

• Board / Partners

• Executive Management (Executive Board)

• Finance and Control Office Management

• Treasury

• Accounting (Taxes/Accounting)

• In-house Legal

• Logistics / Foreign Trade

• Salespeople/Traders

• External Consultants (Legal / Accounting)

2.2 Governance Model

Segregation of Duties (SoD)

Dual Authority in Financial Approvals

Document Traceability (audit trail)

Management Independence

3. CODE OF ETHICS AND CONDUCT
Defines mandatory standards of conduct:

Principles:

• Absolute integrity

• Transparency

• Responsibility

• Responsible use of resources and information

Critical rules:

• Prohibition of fraud and manipulation

• Information confidentiality

• Proper use of corporate resources

• Respect for local and international laws

4. ANTI-CORRUPTION POLICY

4.1 Guideline
RERUM adopts a zero-tolerance policy regarding corruption and bribery.

4.2 Prohibitions:

• Undue payments

• Facilitation payments

• Illicit intermediation

• Payments to public officials without legal basis

4.3 Controls:

• Third-Party Due Diligence

• Formal approval of contracts

• Tracking of financial transactions

5. FACILITATION PAYMENTS POLICY

Facilitation payments are:
Strictly prohibited, regardless of value, jurisdiction, or local practice. Control:
• Mandatory training
• Registry of exceptions (in case of physical risk)
• Immediate report to the Board of Directors

6. GIFTS, HOSPITALITY AND BENEFITS

Permitted:
• Low-value institutional gifts (up to $100)
• Hospitality with Commercial Justification

Prohibited:
• Cash or equivalent
• Hidden Benefits
• Donations to public authorities

Control:
• Mandatory registration
• Approval for exceptions

7. THIRD-PARTY DUE DILIGENCE

Applies to:
• Suppliers
• Intermediaries
• Consignees
• International Agents

Process:
• KYC (Know Your Counterparty)
• Reputation check
• Risk Analysis (AML/Corruption)
• Formal approval

8. FINANCIAL CONTROLS AND ACCOUNTING INTEGRITY

Guidelines:
• Complete and reliable accounting records
• Prohibition of off-the-books accounts
• Periodic reconciliation (bank and currencies)
• Compliance with IFRS

Controls:
• Monthly closing
• Independent Review
• External Auditors

9. STOCK EXCHANGE AND TREASURY CONTROL
(Required for international operations)

Risks:
• Exchange rate volatility
• Flow mismatches
• Exposure in USD

Controls:
• Hedging Policy (NDF/Financial Instruments)
• Approval of foreign exchange operations
• Weekly forecast required
• Consolidated cash monitoring (Brazil + abroad)

10. TRADE AND EXPORT COMPLIANCE

Applies to:
• Product Export
• COMEX Operations
• International Trading

Controls:
• Customer verification (sanctions screening)
• Complete documentation (invoice, BL, contracts)
• Customs Compliance
• Logistics Risk Monitoring

11. REPORTING AND COMPLAINTS

Channel:
• Confidential
• Non-retaliation

Scope:
• Fraud
• Corruption
• Ethical deviations
• Financial irregularities

12. RISK MANAGEMENT FRAMEWORK

Types of risk:
• Finance
• Currencies
• Operational
• Reputational
• Regulatory

Methodology:
• Identification
• Assessment (impact x probability)
• Mitigation
• Monitoring

13. MONITORING AND CONTINUOUS IMPROVEMENT

• Periodic internal audit
• Annual Policy Review
• Control Testing
• Compliance KPIs

14. TRAINING AND AWARENESS

• Mandatory annual training
• Onboarding Compliance
• Regulatory Updates

15. DISCIPLINARY MEASURES

Violations may result in:
• Warning
• Suspension
• Dismissal
• Legal Action

16. MANAGEMENT RESPONSIBILITY STATEMENT

Management is responsible for the design, implementation, and effectiveness of internal controls and compliance procedures. The framework is subject to continuous monitoring and improvement, in compliance with international standards.

17. HUMAN RIGHTS AND WORKING CONDITIONS

RERUM CORPORATION recognizes and respects internationally recognized human rights. Commitments:

• Prohibition of child labor.
• Prohibition of forced labor or conditions analogous to slavery.

• Non-discrimination.

• Freedom of association.

• Safe and healthy environment.

• Promotion of diversity and inclusion.

These guidelines apply to employees, suppliers, partners, and service providers.

18. SOCIAL AND ENVIRONMENTAL RESPONSIBILITY AND SUSTAINABILITY

Sustainability is part of RERUM's business model.
Commitments:

• Compliance with current environmental legislation. • Reduction of environmental impacts.
• Responsible use of natural resources.
• Transparency in the production chain.
• Continuous process improvement.

19. CIRCULAR ECONOMY AND RECYCLING

The activity of recycling and commercialization of scrap metal contributes to the reuse of materials, reduction of waste generation, lower consumption of natural resources, and development of the circular economy.
The company understands that waste can be reintegrated into the production chain, generating sustainable value for different markets.

20. RESPONSIBILITY IN THE SUPPLY CHAIN

We expect suppliers and partners to respect human rights, have anti-corruption practices, act ethically and transparently, and comply with environmental and labor laws. The company may perform due diligence and periodic evaluations.

21. ESG COMMITMENT

Environmental: responsible management of environmental impacts.
Social: respect for people, diversity, and development. Governance: ethics, compliance, risk management, and transparency.

22. RESPONSIBLE USE OF ARTIFICIAL INTELLIGENCE AND DATA
The use of artificial intelligence must comply with the LGPD, information confidentiality, human review of produced content, and ethical use of technology.

23. ORGANIZATIONAL CULTURE
RERUM's culture is sustained by integrity, safety, transparency, excellence, simplicity, collaboration, innovation, and sustainability.

24. STATEMENT OF PURPOSE
Connecting Beyond Borders: The World at Your Reach.
RERUM believes that connecting markets goes beyond moving products, meaning generating value through ethical, sustainable, and responsible operations.