Compliance and Risk Prevention Plan

Scope

At a meeting of the Board of Directors held on October 18, 2023, Abreu approved this Risk Prevention Plan (hereinafter, “Plan”) which is applicable to all the people who make part of Abreu Advogados’ professional structure and to all its offices.

This Plan applies to all partners, lawyers, solicitors and collaborators of Abreu Advogados, regardless of the legal title that legitimizes their relationship with Abreu Advogados, the specific functions they perform and the position they hold in the respective hierarchy, as well as to third parties, whether natural or legal persons, who, in the exercise of commercial, professional, institutional or other functions, relate to any of its collaborators.

Under the terms of article 5, paragraph 1, of the regime annexed to Decree-Law no. 109-E/2021, of December 9, the following are an integral part of this Plan: (i) Abreu Advogados’ Code of Conduct and Professional Ethics, which includes the guiding principles for the actions of all the members of its professional structure; (ii) the Regulation for the Prevention of Money Laundering and Terrorist Financing, (iii) the Training Program and (iv) the Whistleblower Channel Regulation.

Considering the provisions of article 6, no. 5, of the regime annexed to Decree-Law no.º 109-E/2021, of December 9, this Plan will be reviewed every three years and whenever there is a change in the duties, organic structure or internal control mechanisms implemented at Abreu Advogados that are likely to change the risks to which it may be exposed, that require the adoption of new measures to mitigate them, that imply the identification of different areas of activity with a risk of committing acts of corruption, infractions related to corruption and others or that change the classification of risks contained in this plan.

Any regulatory changes that may be introduced in the sector in which Abreu Advogados operates will, if not already included, be introduced in this Plan, without prejudice to the need for immediate compliance by partners, lawyers, solicitors and collaborators of Abreu Advogados.

Any act or omission contrary to the preventive and corrective measures identified in this plan or in the Code of Conduct shall, for all legal purposes, be considered as disobedience to the instructions issued by the Board of Directors of Abreu Advogados and, in any case, contrary to the interests of the latter, without prejudice to the sanctions provided for in the Code of Professional Conduct and Ethics and in the applicable legislation.

Commitment and Purpose

Abreu Advogados is a law firm founded in 1993. Since its foundation, Abreu Advogados has based its activity on a policy of compliance with the rules, sound and prudent management, as well as voluntary compliance with the rules and regulations applicable to the sector in which it operates, through the values and principles arising from its Code of Conduct and Professional Ethics, maintaining, in order to ensure compliance with these objectives, adequate monitoring of all its partners, lawyers and collaborators, including its management, in order to minimize the risk of malpractice or legal or regulatory non-compliance arising from its activity.

Abreu Advogados is committed to promoting and pursuing a culture of compliance, through a model of ethics and integrity, namely in the fight against corruption and money laundering and other illicit practices, to ensure that all those who are part of its professional structure carry out their duties with responsibility, diligence and transparency.

This commitment by Abreu Advogados is not new. Even before the entry into force of Decree-Law no. 109-E/2021, of December 9, and Law no. 93/2021, of December 20, Abreu Advogados already had a Style Book, a Code of Ethics and Professional Conduct and a whistleblowing channel.

In this sense, and despite the fact that the National Anti-Corruption Mechanism has not yet released any guidelines and directives related to the specific implementation of the General Regime for the Prevention of Corruption, and that there are no sector regulations applicable to the legal services market, Abreu Advogados has decided to continue and deepen – in view of the new legal obligations arising from Decree-Law no. 109-E/2021, of December 9 and Law no. 93/2021, of December 20 – 0 – of what has always been its attitude and culture, with regard to compliance with the law and prevention of the practice of infractions, to review the rules it had already implemented, with a view to continuing to actively promote the prevention of illicit practices that represent a breach of its values, rewarding ethics, transparency and integrity.

Therefore, the partners, lawyers, solicitors and collaborators of Abreu Advogados must continue to conduct themselves with honesty, independence, responsibility, good faith and integrity, aware that all internal actions have a direct impact on the external sphere and that any of their actions can be imputed to it, both in legal and reputational terms.

All partners, lawyers, solicitors and collaborators of Abreu Advogados must inform their clients, suppliers, subcontractors and agents of the terms of this Plan. These terms must be expressly accepted by these third parties at the time the commercial, professional or institutional relationship is established.

Failure to comply with this Plan and the Code of Ethics and Professional Conduct may result in the adoption of disciplinary measures, including dismissal or a decision to cease working with Abreu Advogados, without prejudice to the exercise of all rights that such failure may entitle Abreu Advogados to assert.

In the event of non-compliance by a contractor, third party, consultant or other service provider external to Abreu Advogados, such practice may result in the termination of the contractual relationship with that party.

This Plan is preventive and aims to detect, assess and reduce the risks inherent in the performance of Abreu Advogados’ activity, whether of a criminal nature or of legal or regulatory non-compliance.

This Plan and the Code of Ethics and Professional Conduct of Abreu Advogados, which complements and develops it, define the principles and policies by which Abreu Advogados is governed and are intended to act as a guide for all the members of its professional structure and for third parties.

If the members of the professional structure of Abreu Advogados are confronted with situations not specifically mentioned in the Plan or in the Code of Ethics and Professional Conduct, they should seek to act in accordance with the principles applicable to Abreu Advogados, taking into account the sector of activity in which it operates, without prejudice to the duty to report to the Supervision and Compliance Committee and the right to report internally and/or externally through the proper channels and in compliance with the legal rules applicable to them, so that they can benefit from the rights conferred on them by Law no. 93/2021, of 20 December.º 93/2021, of December 20, but, above all, so that Abreu Advogados can avoid or react appropriately to the commission of infractions and violations of legal and regulatory precepts.

When faced with situations not specifically mentioned in this Plan or in the Code of Ethics and Professional Conduct, the members of the Abreu Advogados structure must report these situations to the Supervision and Compliance Committee and to the person responsible for compliance with this Plan.

If there is any doubt as to whether a particular action or omission complies with the above principles, the answer to the following questions should be considered:

Is this action/commission legal and in line with the Compliance and Risk Prevention Plan and the Code of Ethics?

The answer must be YES.

If this behavior came to light, would Abreu Advogados or I be harmed?

The answer must be NO.

Would you like everyone to know what I’ve done?

The answer must be YES.

Would you like them to do to me what I did?

The answer must be YES.

Could this action or omission cause material or reputational damage to Abreu Advogados?

The answer must be NO.

If the answer to any of these four questions is contrary to the one indicated, the action/omission in question should not be an option. If, after carrying out this exercise, there is any doubt about the decision to be taken, you should contact the Supervisory and Compliance Committee or the compliance officer.

Applicable laws and regulations

This Plan has been drawn up against the backdrop of Portuguese law, but also considering european and international legislation and regulations that may apply to facts or omissions occurring, in whole or in part, in Portuguese territory:

Penal Code (Decree-Law no. 48/95, of March 15);
Criminal Liability for Crimes of Corruption in International Trade and Private Activity (Law no. 20/2008, of April 21);
Crimes of Liability of Political Office Holders (Law no. 34/87, of July 16);
Code of Military Justice (Law no. 100/2003, of November 15);
Criminal Liability for Unsportsmanlike Behavior (Law no. 50/2007, of August 31);
Measures to Combat Money Laundering and Terrorist Financing (Law no. 83/2017, of August 18);
Measures to Combat Corruption and Economic and Financial Crime (Law no. 36/94, of September 29)
Measures to combat organized crime (Law no. 5/2002, of January 11);
Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016;
Labor Code (Law no. 7/2009, of February 12);
Anti-economic Offenses and Offenses Against Public Health (Decree-Law no. 28/84, of January 20);
Measures provided for in the National Anti-Corruption Strategy (Law no. 94/2021, of December 21);
National Anti-Corruption Mechanism and General Regime for the Prevention of Corruption (Decree-Law no. 109-E/2021, of December 9);
Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019 on the protection of persons who report breaches of Union
General Regime for the Protection of Whistleblowers, transposing Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019 on the protection of persons who report breaches of Union law (Law no. 93/2021 of December 20);
Bribery Act 2021;
Foreign Corrupt Practices Act 1977;
Statute of the Portuguese Bar Association (Law no. 145/2015, of September 9);
Bar Association Decision no. 822/2020 (Bar Association Regulation on Preventing and Combating Money Laundering and Terrorist Financing);
Regulation no. 314/2018 of the Order of Solicitors and Enforcement Agents (Regulation of general and specific duties to prevent and combat money laundering and terrorist financing).

Main risks of the activity

Abreu Advogados promotes a culture of good practice to prevent crimes, guiding and training all members of its structure and making third parties aware of the need to adopt a posture of compliance in business, professional and institutional relations.

Criminal risks in general

Through this Plan and its implementation, Abreu Advogados has adopted a voluntary compliance program aimed at minimizing its exposure to criminal risks in general.

Therefore, considering its purpose, the main activities it carries out, its organizational structure and the markets in which it operates, as well as its stakeholders, we highlight the risks of a criminal nature that could most directly affect it, as well as the main measures and precautions that should be adopted to prevent, detect and react to such eventualities.

Abuse of trust;
Embezzlement;
Infidelity;
Influence peddling;
Undue receipt of advantage;
Undue offer of advantage;
Active corruption;
Active corruption to the detriment of international trade;
Passive corruption in the private sector;
Active corruption in the private sector;
Economic participation in business
Concussion;
Abuse of power;
Prevarication;
Fraud in obtaining or misusinga subsidy, grant or credit;
Money Laundering.

According to best practices, when it comes to classifying risks of non-compliance with regulations/infractions, two vectors must be considered: on the one hand, the probability of their occurrence and, on the other, the impact that such an occurrence may have on the organization, according to the following criteria:

Probability:

Rare: highly unlikely to occur or has rarely occurred in recent years;

Occasional: may occur sporadically;

Frequent: can occur regularly, annually or monthly;

High: can occur regularly, weekly or daily;

Impact:

Insignificant: the reputational, financial or other impact is irrelevant;

Marginal: the risks have reversible consequences in the short term and their impact is not relevant;

Frequent: the risks have reversible consequences in the medium term and their impact is bearable;

Significant: the risks have irreversible consequences in the short and medium term, with a significant reputational and financial impact.

Crossing the probability and impact vectors results in the following Risk Assessment Matrix

	Impact
Frequency	Insignificant	Marginal	Frequent	Significant
Rare	Negligible	Moderate	Relevant	Critical
Occasional	Negligible	Moderate	Relevant	Critical
Frequent	Moderate	Relevant	Critical	Extreme
High	Moderate	Relevant	Critical	Extreme

The chance of each infraction occurring, according to a risk scale ranging from low, moderate to high, is described in the following risk matrix, which also identifies the areas in which such risks may arise:

Activities	Risks/infractions	Scale	Preventive measures
Recruitment and selection of lawyers and collaborators	· Active corruption; · Undue offer of advantage; · Influence peddling; · Prevarication	Moderate	The recruitment and selection process must comply with the Human Resources Policy and the Recruitment and Selection Process. In cases where it makes sense, an external selection agency should be used, in line with the policy in force. If recruitment and selection is carried out internally, the Head of the practice/business area or department, Human Resources and/or the EC must intervene, observing the internal rules on the Recruitment and Selection Process.
Purchase of goods and services	· Passive corruption (in the private sector); · Infidelity; · Abuse of trust	Moderate	For purchases of goods and services over [€2,000], quotes must be requested from at least 3 different entities. The internal procedures within the QMS and the purchasing policy must be followed, as well as the regular evaluation of suppliers.
Cash payments to third parties	· Active corruption; · Undue offer of advantage; · Abuse of trust/Embezzlement; · Prevarication.	Moderate	Centralizing requests for access to the cash fund and checking the amounts given to the collaborator and paid out upon receipt.
Procedures for obtaining subsidies, grants and credits	· Fraud in obtaining a subsidy or grant; · Misusing a subsidy, grant or subsidized credit.	Negligible	Maintaining an autonomous entity to advise on applications and implementation of projects with external funding.
Customer relations	· Active and passive corruption in the private sector; · Undue offer of advantage;	Moderate	When opening new matters on a client account, deviations of more than 30% from the indicative hourly rates in force for the current year must be justified by the Head of the practice/business area and validated by the DAF.
Gifts, hospitality and travel	· Active and passive corruption in the private sector; · Undue offer of advantage;	Moderate	Respect the procedures described in this plan for receiving and giving gifts, hospitality and travel.
Client funds	· Abuse of trust · Money Laundering	Negligible	Include the rules contained in Abreu Advogados’ Client Funds Regulations in the training to be given. Reinforce that lawyers and solicitors are not allowed to receive funds from clients that are not deposited in client accounts held by Abreu Advogados. Apply enhanced due diligence duties, under the terms of Law 83/2017 of August 18, when funds are received from clients.

Specific criminal risks – anti-corruption policy

Purpose

The purpose of this policy is to define the framework for assessing and minimizing the risks of corruption and related infractions in the activities of Abreu Advogados and to define its position on corruption, in accordance with the applicable legal standards, as well as its ethical commitment, as reflected in the Code of Conduct and Professional Ethics.

When we refer to corruption, we are generally referring to obtaining (or intending to obtain) an illegitimate benefit, for himself or for a third party, by illegal means, regardless of whether the purpose of such conduct is lawful or unlawful.

Inherent in the concept of corruption is the idea of corrupting (or allowing oneself to be corrupted) by someone else, in exchange for a tangible benefit (i.e. one that can be evaluated economically).

Corruption can involve payments, the exchange of something of value or any advantage (such as a job offer or the signing of a contract) and can take the form of the following activities, among others:

Bribery (bribery of a government official or commercial bribery);
Extortion;
Hospitality/gifts;
Facilitation payments;
Demanding commissions or paying or offering them;
Demanding fees, contributions or payments (or their provision or promise) without justified consideration or their receipt;
Gifts which, due to their value or their characteristics or purposes, are not justified in accordance with general social uses (e.g. gifts during festive seasons) and corporate uses adopted by Abreu Advogados.

In order for corruption crimes to be verified, it is not necessary for the purpose of the bribe to be achieved; that is, for the promised or agreed act/omission to be carried out. Likewise, it is not necessary for any advantage to be conferred, it is enough for it to be promised and for the corrupted party to accept, expressly or tacitly, that they will carry out a certain act or omission.

Abreu Advogados reserves the right to initiate the appropriate disciplinary proceedings, which may culminate in a decision to dismiss or terminate collaboration, against any member of its professional structure who promotes or pursues the practices described above, who is also prohibited from contracting with third parties who may be suspected of intending to breach this Plan, especially regarding its anti-corruption policy.

Any contract, regardless of its purpose, can be terminated if the contracting party is found to have committed any of the facts described above.

Scope

This policy applies to all partners, lawyers, solicitors and collaborators of Abreu Advogados, as well as to any third parties (natural or legal persons) with whom Abreu Advogados maintains an institutional, professional or commercial relationship, namely clients, suppliers, agents and other contractors.

Guiding principles of the anti-corruption policy

Corruption and related offenses

Corruption is based on the practice of an act (lawful or unlawful) aimed at obtaining a personal advantage or an advantage for a third party. It is irrelevant whether this act results in damage to the assets or reputation of Abreu Advogados or any of its partners, lawyers, consultants or collaborators.

Corruption can be divided into passive and active, for a lawful act or for an unlawful act.

Passive corruption is committed by a person who requests, receives or accepts undue benefits or advantages;
Active corruption is committed by a person who promises, offers or grants such undue benefits or advantages;
Corruption for a lawful act aims to perform an act that is not censored by the legal system;
Corruption for an illegal act aims to commit an act that is censured by the legal system;
The consummation of the crime of active corruption does not presuppose the consummation of the crime of passive corruption and vice versa.

Corruption can also be distinguished according to whether it occurs in the context of the public sector or in the context of the private sector.

In the public sector, passive corruption is practiced by a public official who accepts an advantage or a promise to perform acts in accordance with or contrary to his or her duties. This offense is punishable by up to 8 years in prison. If the Code of Military Justice applies, the offense can be punished by up to ten years in prison.

A civil servant is any person exercising legislative, administrative or judicial functions, whether appointed or elected, or any person exercising a public function, including for a public agency or public enterprise, or a civil servant or agent of a national or international public organization, or any candidate for a civil servant position.

Active corruption of an official, on the other hand, can be committed by anyone who promises or offers an advantage to the official for an act contrary to or in accordance with their duties and carries a maximum penalty of five years in prison.

In the private sector, active or passive corruption can be practiced by anyone, with a view to committing an act or omission contrary to the duties that the corrupted party must observe. The most serious form of corruption in the private sector is that which affects competition rules or harms international trade and is punishable by a maximum penalty of eight years in prison.

The recent legislative changes in terms of corruption prevention, namely those set out in Decree-Law 109-E/2021 of December 9, have extended the obligation to implement means aimed at preventing the commission of corruption crimes and offenses that, in this legal diploma, are considered to be “related” to corruption, either because they often occur at the same time as corruption or as a way of preparing, concealing or consummating corruption crimes.

These include the crimes of offering and receiving undue advantage, embezzlement, economic participation in business, concussion, abuse of power, prevarication, influence peddling, money laundering and fraud in obtaining or misusing subsidies.

The crime of receiving or offering an undue advantage consists of accepting or offering a gift that has no legal title justifying it and is not justified by social practice. It is an offense punishable by up to five years in prison or a fine.

The crime of embezzlement consists of the appropriation, by an official or political office holder, of money or property that has been assigned or made available to them exclusively for the performance of their duties. It is an offense punishable by up to 8 years in prison or a fine.

The crime of embezzlement by use can occur when an official or political office-holder uses, with the intention of restitution, money or property that has been allocated to them or placed at their disposal for purposes other than those for which they were intended and is punishable by imprisonment for up to three years or a fine.

The crime of abuse of trust is a simple form of the crime of embezzlement – it can be committed by anyone – who has been given someone else’s movable property and makes it their own. It is punishable by up to eight years in prison.

The crime of economic participation in business consists of causing damage to the state’s patrimonial interests in a legal business, carried out by an official or political office holder, in the exercise of their duties, with a view to obtaining an economic participation or illicit patrimonial advantage. This crime is punishable by up to five years in prison or a fine

The crime of concussion is based on the conduct of an official who, by virtue of his or her position, misleads or takes advantage of the victim’s mistake to obtain an undue financial advantage. This crime is punishable by a prison sentence of up to eight years or a fine.

The crime of abuse of power can be charged in situations where an official or political office holder abuses their powers or violates their duties, with the intention of obtaining an illegitimate benefit or causing harm to another person, and is punishable by up to three years in prison or a fine.

The crime of prevarication consists of the exercise of powers by an official, which results in a violation of the law and/or the production of harm or advantage to others, and can be punished with a sentence of up to eight years in prison.

The crime of infidelity is based on the intentional and serious breach of duties entrusted to someone who has a duty to manage the property interests of others, causing significant damage to property. This crime is punishable by up to three years in prison or a fine.

In detail: bribery and extortion

Bribery can be defined as the offering of unjustified gifts, benefits or advantages of any kind in exchange for the performance of an act or omission that, without the bribe, would not exist.

Bribery is not only limited to the payment of sums of money, but also includes the granting of favors, benefits or personal attention to third parties who are directly or indirectly related to a client, supplier, public official or any other natural or legal person who has or may have any professional, institutional or commercial relationship with Abreu Advogados, when it can be perceived that the intention of such actions is to influence the decisions or behavior of the latter.

Extortion is defined as the use of violence or intimidation to force another person to act against their will to obtain some kind of benefit, usually monetary or patrimonial. Some of the acts that may be aimed at with the crime of extortion can also be qualified as corruption or “forced bribery”.

Partners, lawyers, solicitors and collaborators, within the scope of this anti-corruption policy, may not offer or accept bribes or illegal gratuities in relation to their professional activity, such as in their relations with the authorities, civil servants from government agencies, clients or suppliers, or as part of commercial transactions.

Any act of extortion – understood as threatening or creating the impression that harm will come to the person who refuses to act in a certain way – must be reported internally.

The practices described above and those listed below, insofar as they are likely to include illicit or ethically questionable behavior, can never be justified by the argument of benefits for the commercial interests of Abreu Advogados.

Hospitality and gifts

The reference to “hospitality” is intended to cover courtesies offered to third parties in the context of a commercial, professional or institutional activity, including, in particular, meals, transportation and accommodation.

“Gifts” are any items or hospitality offered, including any type of direct or indirect advantage, goods with monetary value, money or transfers, investments, hiring third parties (family members or friends of the beneficiary), etc.

Offering, giving or receiving gifts and/or hospitality (hereinafter jointly referred to as “professional courtesies”) are part of business relations and serve to strengthen Abreu Advogados’ partnership with its stakeholders.

Thus, in certain circumstances, the exchange of professional courtesies is permitted provided that:

Of a reduce value (less than EUR 150.00/year). In order to determine the amount, all gifts accepted or given to a particular person over a period of one (1) year must be taken into account;
Classified as a souvenir, such as a mug, calendar, diary or logo items, for example;
Symbolic, such as a gift as a result of events promoted by Abreu Advogados or in which it participates in some way, an engraved plaque or statuette of modest value.

However, whenever such actions exceed the normal limits of courtesy, they may constitute bribery, and professional courtesies should never be offered or accepted in such situations.

Without prejudice to the above, members of the Abreu Advogados structure may offer or accept professional courtesies to people or entities in the private sector with a value of more than EUR 150.00, with the prior approval of the Supervision and Compliance Committee provided that the general principles and suitability criteria described above are complied with.

Within the scope of the anti-corruption policy, members of the Abreu Advogados structure may not offer or accept, under any circumstances:

Cash gifts or cash equivalents (gift certificates or shopping vouchers);
Gifts that may constitute or appear to constitute any form of pressure or influence over business relations or a decision;
Coverage of the costs of leisure activities, travel or similar expenses of guests invited to Abreu Advogados meetings and those accompanying them;
Gifts that may jeopardize the good name, image and reputation of Abreu Advogados, or that involve visits to places inappropriate for conducting professional relations;
Gifts offered as part of the negotiation or review of contracts or a tender process in which Abreu Advogados has participated;
Gifts, if they are part of the shareholder structure of clients or appear as a party or counterparty, directly or through an intermediary, in any business in which their clients have a direct or indirect interest.
Gifts that violate any applicable law, regulation or the Abreu Advogados Code of Professional Conduct and Ethics. In the event of any doubt in this regard, the recipient must confirm in advance whether such acceptance violates any applicable laws or regulations and request authorization;
Favor payments (small bribes or facilitation payments).

When the offer or acceptance of professional courtesies is not admissible, members of the Abreu Advogados structure should politely refuse to accept them or refrain from offering them and should send the Supervision and Compliance Committee a copy of the message of refusal of acceptance accompanied by a description of the gift refused, as well as the identification of the person/entity who offered it.

Favor payments, or small bribes, are payments of small amounts of money to public officials to encourage them to complete or speed up an administrative process; for example, to obtain licenses, visas, work permits or competitive advantages. They do not include payments to an official body stipulated by the relevant legal provisions of the regulations, for example, the payment of tariffs or public fees.

In cases where making a payment is the only way to safeguard the health or safety of a member of Abreu Advogados, in a context of serious and imminent risk, this prohibition may be waived. In this case, the Supervisory and Compliance Committee must be informed in writing as soon as possible, indicating the amount of the payment and the circumstances that gave rise to it.

Regardless of whether it is considered a bribe, the offer/acceptance of any professional courtesy worth more than EUR 50.00 to/from public officials or authorities requires the prior approval of Management and the Supervisory and Compliance Committee. When assessing the appropriateness of offering/accepting professional courtesy (e.g. because it may be customary in a particular country) the definitions contained in this policy must be considered.

Decisions to approve the offer/acceptance of professional courtesies must always be documented in writing, recorded, and kept for a period of 10 years.

When a member of the Abreu Advogados structure offers or accepts from the same entity, over the same year, several professional courtesies that add up to the amounts mentioned above, they must report this fact for registration purposes and, if necessary, request prior approval from the Supervision and Compliance Committee for all those offered or received in excess of those amounts.

The communication of the offer/acceptance of professional courtesies must be made to the Chairman of the Supervision and Compliance Committee within 10 (ten) days and, in the case of gifts, accompanied by a copy of the invoice(s), for the purposes of the Internal Register of Hospitalities and Gifts, which will be kept for a period of 10 years.

In Abreu Advogados’ relations with national and/or foreign civil servants, this policy will be applied without distinction and in full, since, by virtue of their position, such civil servants are also subject to special regulations regarding incompatibilities and prohibitions.

Sponsorship/donations to political parties and NGOs

At Abreu Advogados, any political contribution of any kind, whether by promise, offer, authorization or delivery, directly or indirectly, is absolutely forbidden.

Political contributions should be interpreted broadly, so they should be considered as anything that is likely to have value and that serves to support a political objective such as financial contributions or the provision of goods or services (e.g. transportation, meeting space/facilities, printing or office services), to political parties, candidates or their teams.

The possible participation of Abreu Advogados in lobby groups that have relations with political institutions must be conducted within the framework of the principles established in its Code of Professional Conduct and Ethics and in accordance with this plan.

Donations to foundations and other non-governmental organisations must be justified by Abreu Advogados’ activity, with the relevant procedures established for this purpose.

These procedures will establish controls to ensure that donations and contributions to foundations and other non-governmental organisations cannot be used as a subterfuge to carry out activities that violate this plan and Abreu Advogados’ Code of Professional Conduct and Ethics. All donations must be approved by the Sustainability Committee and those more than EUR 2,000 must also be approved by the Supervision and Compliance Committee.

Hiring collaborators and negotiations and relations with clients and third parties

The hiring or subcontracting of any collaborator or collaborator by Abreu Advogados is regulated by the Board of Directors and by internal procedures and any other policies that may apply.

Abreu Advogados has a stakeholder relations policy that must be respected by everyone within its structure.

An anti-corruption clause must be included in all contracts signed by Abreu Advogados, namely in the Abreu Advogados’s Standard Terms of Business.

Lawyers, solicitors or collaborators of Abreu Advogados must expressly declare that they are aware of and accept the principles set out in this Plan and in the Code of Professional Conduct and Ethics.

Abreu Advogados must always inform all its clients, suppliers, subcontractors, agents and partners of the terms of its anti-corruption policy.

Sponsorships and corporate courtesies

The purpose of sponsorships is to provide economic support to organisations that carry out sporting, charitable, cultural, scientific or other similar activities, in exchange for the association of the Abreu Advogados brand with the event/activity. In all cases, sponsorships should focus on strengthening the Abreu Advogados brand and business and their management should be centralized in the Communication and Brand Department.

The Board of Directors must review the procedures and controls to ensure that no activity that violates the anti-corruption policy is carried out on behalf of Abreu Advogados.

Advertising and marketing costs

These expenses will always be included in an budget approved by the Board of Directors and by Partners, and will also be subject to the criteria of reasonableness and frequency with regard to expenses by the same beneficiary or issuer, as well as the criteria set out in the previous sections, where applicable.

Prevention of Money Laundering and Terrorist Financing

Abreu Advogados is subject to Law no. 83/2017, of August 18 (Measures to Combat Money Laundering and Terrorist Financing) and the Bar Association’s Regulation on Preventing and Combating Money Laundering and Terrorist Financing.

Abreu Advogados and all the members of its structure are aware of the importance of preventing and suppressing money laundering and terrorist financing and reflect this in the normal exercise of their functions, with particular care and diligence in matters and operations that may constitute a risk.

Before entering a new business commitment, the lawyer or collaborator must carry out an integrity assessment of the client or business partner, in which the compliance procedures in force at Abreu Advogados must be followed, to be carried out by the New Client Group (NCG), based on information gathered by the Lawyer in Charge.

The lawyer or collaborator should also ask the business partner directly about the following topics:

Name;
Full registered address;
Area of expertise;
Information on bank reputation;
Possible direct or indirect ownership or control by a government authority or institution or one of its representatives;
Participation of public officials in the management or operation of Abreu Advogados;
Potential conflict of interest with a lawyer or employee working at Abreu Advogados;
Potential existence of any proceedings against the business partner client or any of its directors and collaborators for the (alleged) violation of anti-corruption laws in the last five years.

Once the assessment has been completed and no warning signs have been identified, the NCG will indicate to the Head of the practice/business area whether the business partner can be approved or whether it requires further steps, in which case the approval of the Client/Subject is the responsibility of the EC.

If the client or business partner is refused, the lawyer or collaborator may not enter negotiations or must interrupt any ongoing business.

The approval is valid for 2 years.

If this period is exceeded, the integrity assessment described above must be repeated by the NCG with the responsible lawyer or collaborator. If the integrity survey does not indicate critical compliance issues, approval may be extended for another 2-year period.

The full assessment process should also be repeated if the integrity assessment or any other information indicates a critical compliance issue.

Conflict of interest

Abreu Advogados understands a conflict of interest to be any situation in which external business, financial, family, political or personal interests may affect the judgment of Abreu Advogados lawyers or collaborators in the performance of their professional duties.

Abreu Advogados is committed to ensuring that its decisions are taken impartially and objectively, without being affected by other interests than its collective interests.

All Abreu Advogados lawyers, solicitors and collaborators are obliged to disclose any potential or actual conflict of interest by submitting a conflict-of-interest form. In addition, lawyers and collaboratorsare obliged to keep the information up to date in order to ensure that the information remains correct.

Whenever a situation of possible conflict of interest arises, the lawyer or collaborator must request written authorization before taking part in any operation where their impartiality may be called into question.

If there is any doubt about a possible conflict of interest, it must be reported to the Conflicts of Interest Committee, the Board of Directors and the Supervision and Compliance Committee.

These rules are without prejudice to the work being carried out by the Conflicts of Interest Committee regarding the acceptance of clients, cases and operations, which decides on them independently and in accordance with the Bar Association Statute.

Communication and awareness

Abreu Advogados must ensure that all its collaborators are aware of and effectively apply this anti-corruption policy, which will be available for consultation on its intranet and institutional website.

Legal reports and publicising

An annual evaluation report will be drawn up in the month of April following the year of implementation, containing, in particular, a quantification of the degree of implementation of the preventive and corrective measures identified, as well as a forecast of their full implementation.

Compliance Officer for this Plan and its revisions

Compliance with this plan is ensured by the Chairman of the Supervision and Compliance Committee of Abreu Advogados.

The Chairman of the Supervision and Compliance Committee will also be responsible for communications to the President of the Portuguese Bar Association, as referred to in Article 79(2)(b)(i) of Law No. 83/2017 of August 18, in its current wording.

Internal risk control system

Abreu Advogados has an internal risk control system, which is defined as the set of strategies, systems, processes, policies and procedures defined by the Board of Directors, as well as the actions undertaken by the Board, the Risk Management Committee and the Supervision and Compliance Committee, integrating the Compliance, internal audit and risk management functions.

The objectives of the internal risk control system are:

The efficient and profitable performance of the business, in the medium and long term (performance objectives), which ensures the effective use of assets and resources, business continuity of Abreu Advogados, through, in particular, the proper management and control of business risks, the prudent and appropriate valuation of assets and liabilities, as well as the implementation of protection mechanisms against unauthorized, intentional or negligent use;
Keeping financial and management information complete, relevant, reliable and timely (information objectives), which supports decision-making and control processes, both internally and externally;
Respect for the applicable legal and regulatory provisions (Compliance objectives), as well as professional and ethical rules and practices, internal and statutory rules, rules of ethics and relations with clients and other third-party contractors, and the guidelines of the Board of Directors to protect the reputation of Abreu Advogados and prevent it from being subject to sanctions.

In order to effectively achieve these objectives, the internal risk control system must contain:

An adequate control environment, which reflects the importance of internal control and establishes the discipline and structure of the other elements of the internal control system;
A solid risk management system, designed to identify, assess, monitor and control all risks that may influence the strategy and objectives defined by Abreu Advogados, to ensure compliance and that the necessary actions are taken to respond appropriately to unwanted deviations;
An efficient information and communication system, set up to guarantee the collection, processing and exchange of relevant, comprehensive and consistent data, within a timeframe and in a manner that allows the effective and timely performance of the management and control of the activity and risks inherent to the activity of Abreu Advogados;
An effective monitoring process, carried out with a view to ensuring the adequacy and effectiveness of the internal control system itself over time, which guarantees, in particular, the timely identification of any potential or actual shortcomings or opportunities for improvements to strengthen the system.

Compliance function

The Compliance function is carried out by the Supervision and Compliance Committee, headed by its chairman, and is a core and independent activity. Its operation, prior to the approval and implementation of this plan, is an important milestone in strengthening the culture of integrity and compliance, as defined in Abreu Advogados’ Code of Professional Conduct and Ethics.

The Compliance function is carried out independently of the other areas of Abreu Advogados and includes the following functions:

Advising the Board of Directors on matters related to non-compliance and reputational risk management;
Provide the Board of Directors with information on any signs of violation of legal and other obligations that may cause Abreu Advogados and/or its collaborators to incur in a criminal and/or administrative offense;
To draw up, update and have approved the Code of Conduct and Professional Ethics of Abreu Advogados, as well as to ensure that all members of its governing bodies and other collaborators comply with the rules stipulated in this document;
Develop an annual training plan for all Abreu Advogados collaborators on risk prevention;
Acting as a communication channel to receive, record and forward questions and requests for clarification on Compliance matters to the competent bodies for analysis and resolution, as well as managing the whistleblowing channel;
Keeping abreast of the best national and international practices in terms of compliance and reputation;
Implementing and updating the Compliance policy in criminal matters;
Drawing up and implementing an anti-corruption due diligence procedure for third parties, including Abreu Advogados’ operations abroad, in accordance with the specificities of each legal system involved;
Monitoring the procedure to prevent conflicts of interest.

Sectoral internal control measures

8.1 IT and Communication

Abreu Advogados must promote the following measures regarding IT and communication:

Adapt IT policies and procedures on security and data protection;
Implementation of a mechanism that imposes a reading and acceptance of data protection policies or rules for the use of corporate resources, among others;
Establish a system for periodic reviews to detect possible misuse of IT tools;
Drawing up and implementing a procedure to be followed after termination of employment contracts or cessation of collaboration with Abreu Advogados (especially with regard to forwarding e-mails and checking IT equipment);
Regular review of compliance and data protection clauses in contracts;
Drawing up an intellectual property monitoring policy;
Sending regular reminders to collaborators about the correct use of IT tools and respect for intellectual and industrial property rights;
Ensure the appropriate use of information/advertising material.

8.2 Monitoring the internal control system

To promote a policy that mitigates the practice of infractions, Abreu Advogados has implemented internal control mechanisms that are fundamental to meeting compliance objectives.

Along with implementing the policies and procedures identified in Abreu Advogados’ Code of Professional Conduct and Ethics, Abreu Advogados has also taken the initiative to appoint a Chief Compliance Officer and create a Supervision and Compliance Committee to act as an independent body with autonomous powers to deal with complaints received through the whistleblowing channel, as well as to supervise and control it. These bodies were created before Decree-Law 109-E/2021 of December 9 came into force.

The Criminal Compliance objectives are defined annually by the Supervision and Compliance Committee.

To achieve this goal, regular criminal compliance training will be given to all Abreu Advogados lawyers and collaborators.

Likewise, the Supervision and Compliance Committee is responsible for dealing with complaints and denunciations, as well as designating the person responsible for investigating them and forwarding the information to the Chief Compliance Officer so that a solution to the problem can be deliberated and approved.

8.3 Communication and dissemination

This Plan should be communicated to all Abreu Advogados lawyers, solicitors and collaboratorsand made available to all interested parties. It will form part of the documentation that will be given to newly hired lawyers and collaboratorsand will be passed on to all those who are already lawyers and collaboratorsat Abreu Advogados, and it should be published on the intranet and sent to each lawyer and collaborator.

8.4 Chief Compliance Officer

The Chief Compliance Officer is responsible for ensuring that all lawyers, solicitors and collaborators of Abreu Advogados are aware of this Plan.

Likewise, all lawyers, solicitors and collaborators of Abreu Advogados should consult this Plan and clarify any doubts they may have in relation to it with the Chief Compliance Officer.

In this context, the duties of the CCO at Abreu Advogados are:

Clarify doubts and/or concerns regarding the interpretation, use and applicability of the Code of Professional Conduct and Ethics;
Analyze and issue an opinion on situations of alleged transgression of the Code of Professional Conduct and Ethics;
Define the prevention, detection and correction procedures and disseminate the anti-corruption culture within Abreu Advogados;
Receiving reports of alleged breaches of the Code of Professional Conduct and Ethics, carrying out the respective preliminary investigations and initiating the relevant disciplinary proceedings;
Verify the existence of internal mechanisms for reporting infractions, ensuring that these comply with the applicable law, particularly with regard to the confidentiality of personal data, the processing of information and the absence of reprisals against those who make the complaint, reviewing the effectiveness of these mechanisms;
Being the contact person/sector for sales representatives or any other functions subject to fraud and corruption (or situations of fraud and corruption);
Assisting, where appropriate, internal investigations carried out following suspicions of unethical behavior, including suspected acts of corruption;
Propose, if necessary, disciplinary measures to the Human Resources Department in the event of non-compliance with the Code of Professional Conduct and Ethics on the part of a lawyer, solicitor or collaborator of Abreu Advogados;
Ensure that a record is kept of all complaints received regarding breaches of the Code of Professional Conduct and Ethics. The register must contain a complaint ão

The CCO is especially responsible for hearing and dealing with any situation related to the Code of Professional Conduct and Ethics. The CCO can be contacted by any of the following means:

Email address: [email protected]

In addition, the Chief Compliance Officer, in coordination with the Supervision and Compliance Committee, shall maintain and implement a plan to communicate the contents of this Plan to all Abreu Advogados lawyers and collaborators, including the Board of Directors.

Commitment to Ethics

In the case of positions of responsibility that are particularly exposed to risks of a criminal or sanctioning nature, lawyers, solicitors and collaborators must sign a formal ethics commitment, confirming that their conduct complies with this plan and with Abreu Advogados’ Code of Professional Conduct and Ethics.

This commitment will consist of a declaration by the signatories that they are aware of the plan, understand its content and will comply with it during the period to which the commitment refers, holding themselves responsible to Abreu Advogados for any failure to comply with its content.

Whistleblower channel

Abreu Advogados has a Whistleblower channel that can be accessed by any lawyer, collaborator, partner or client of Abreu Advogados at: [email protected]

Lawyers, solicitors and collaborators of Abreu Advogados may also use this means to communicate any doubts they may have about this Plan or to report any irregularity regarding its content. The information received and documented will be treated confidentially, respecting the rights of the individuals involved, and guaranteeing that whistleblowers will not suffer any reprisals for their complaint. Anonymity is guaranteed whenever requested by the whistleblower.

Through this reporting channel, the whistleblower will be able to follow the process that triggered it.

The Supervision and Compliance Committee will report the most relevant statistical data to the Board of Directors of Abreu Advogados, in order to promote the adoption of measures to improve the whistleblowing channel.

Abreu Advogados does not tolerate retaliation against anyone who raises concerns or questions regarding a possible violation of the rules of this Compliance Plan or the Code of Ethics that a collaboratorreasonably believes to have occurred.

The rules governing the operation of the complaints channel are the subject of separate regulations, which form an integral part of this Plan.

Transitional Provisions

Abreu Advogados is committed to developing the measures included in this Plan. To this end, each annual Compliance Plan will indicate the specific measures to be implemented during the period established in the corresponding annual plan.

Non-compliance

Failure to comply with the provisions of this Plan, without prejudice to the criminal sanctions it may entail, will result in the commission of the corresponding disciplinary offenses, under the terms of the applicable legislation.

The sanctions must not be discriminatory and must be proportionate to the seriousness of the offense. If it is found that the facts committed may have criminal relevance, this will be reported to the competent judicial and administrative authorities.

Entry into effect

This document will come into force on December 14, 2023.

Approved by the Board of Directors of Abreu Advogados on December 13, 2023.