Antitrust and relationship with competitors policy
1 OBJECTIVE
This policy aims to reinforce AMAGGI’s commitment to strict compliance with Brazilian competition (antitrust)
legislation and foreign jurisdictions in which it conducts business, in addition to establishing general requirements for the relationship with competitors, guiding AMAGGI managers and employees regarding the general guidelines for the prevention of infractions against the economic order.
Any actions that limit or have the possibility of limiting free competition are unacceptable to AMAGGI.
Compliance with the rules provided for in this Policy is essential to avoid the application of penalties to AMAGGI for violations of the economic order, as well as to prevent AMAGGI from suffering from anti-competitive practices carried out by other agents.
AMAGGI is vehemently against any type of agreement, explicit or implicit, between competitors in the same market in relation to prices, production and distribution quotas or territorial division, aiming to jointly increase prices and profits.
Recently, Law No. 12,529, of November 30, 2011 (Competition Defense Law) was amended by Law No. 14,470, of November 16, 2022, to provide for new provisions applicable to the repression of violations of the economic order.
1.1 Scope
This document applies to all AMAGGI business units in Brazil and abroad.
1.2 Alterations
New policy.
2 DEFINITIONS, TERMINOLOGY AND ACRONYMS
For the purposes of this document, on the subject at the Company, the following are conceptualized as:
TRUSTE: Designates companies (or groups of companies) that, without losing their autonomy, come together with the aim to dominate the market and harm free competition.
CARTELS: These are agreements, explicit or tacit, between competitors in the same market in relation to prices, production and distribution quotas or territorial division of the market, aiming to jointly increase prices and profits
to levels close to those of a monopoly. The main characteristic of the cartel is the combination, the agreement, and the collusion between the competitors.
3. GENERAL
In Brazil, the legislation for the defense of competition is embodied by Law nº 12,529/2011, which structured the Brazilian System for the Defense of Competition. Compliance with the rules outlined in this Policy is essential to avoid the application of penalties to AMAGGI for violations of the Competition Defense Law, as well as to prevent the Company from suffering from anti-competitive practices carried out by other agents.
Antitrust laws impose strict standards of conduct on companies occupying dominant positions in product or service markets. In Brazil, it is assumed that there is a dominant position whenever a company unilaterally, or a group of companies in a coordinated way, is capable of altering market relations or even when it holds 20% or more of the market share, admitting, however, proves to the contrary.
As provided in art. 31 of Law nº 12,529/2011, the Competition Defense Law applies to individuals or legal entities governed by public or private law, as well as any associations of entities or persons constituted in fact or in law, even if temporarily, with or without legal personality, even if they carry out activities under a legal monopoly regime. Currently, in Brazilian law, there is no provision for antitrust immunity for any sector of the economy.
3.1. Guidelines
Everyone must be aware of the full compliance with AMAGGI’s Code of Ethics and Conduct, which expresses everyone’s duty, thus established, but not limited to:
• Ensure fair competition and not engage in activities or businesses that are harmful to consumers, public administration or society;
• Not relate to competitors, aiming at agreements regarding prices, production capacities, market division, sales territories or production programs and attitudes that eliminate healthy competition;
• Not establish agreements with competitors in the sense of not competing, restricting business with business partners, presenting fictitious offers within the scope of proposals or sharing customers, markets, territories or production programs;
• Not obtain and use confidential information from competitors.
• There cannot be any discussion or exchange of information with any representative of a company competing with AMAGGI regarding past, current, and future prices, pricing policies, discounts and promotions, royalties, terms and conditions of sale, costs, choice of customers, territorial markets, division of markets or customers.
• Based on any restrictions arising from Brazilian competition or antitrust legislation and the foreign jurisdictions in which it operates, AMAGGI is free to choose its customers and suppliers and must do so independently.
• AMAGGI is free to refuse business that is contrary to legitimate commercial interests, such as, e.g., for its protection against credit risk, environmental risks, and risks to commercial reputation, among others.
Everyone must follow some special guidelines when faced with situations that may pose risks to AMAGGI, therefore:
• In meetings with competitors taking part, check the invitation, the agenda, and, if applicable, the minutes of the meeting to make sure that nothing has harmed or will harm the principles of this procedure;
• Leave the meeting if the discussion is directed to topics that may harm competition or are characterized by inappropriate practices in relation to antitrust topics, and inform the Compliance area;
• If you receive unsolicited documents with critical content from competitors, immediately contact the Compliance area or Legal;
• If any competitor starts talking about price, market or customers, immediately interrupt the conversation and inform the Compliance area or Legal;
• Report all (possible) improper practices or procedures in relation to competition laws, inappropriate attitudes, misconduct or violations of laws;
AMAGGI does not allow:
• Participation in cartels (fixing prices, allocating customers or territories, or handling bids with competitors);
• Use of a competitor’s privileged information to obtain an undue advantage (a competitor’s information may only be used if it is in the public domain);
• Imposing exclusive purchasing or supply obligations on partners, guaranteeing loyalty discounts, charging excessive prices, or discriminating against customers (unless there is a clear reason that can be justified);
• A commitment to any act that may violate the principles of fair and fair competition.
4 RESPONSIBILITIES, EXCEPTIONALITIES AND GENERAL PROVISIONS
All employees are individually responsible for ensuring compliance with this document in conjunction with AMAGGI’s Code of Ethics and current legislation and regulations.
Any non-compliance with the guidelines described herein must be reported through AMAGGI’s Confidential Channel on 0800 647 0004 or on the website https://canalconfidencial.com.br/amaggi.
It is the responsibility of immediate managers to ensure that their team receives the necessary guidance to meet the requirements in this document.
5. REFERENCES
• Law No. 14,470/2022.
• Law No. 12,529/2011.
• US antitrust laws (a set of primarily federal laws regulating the conduct and organization of business to promote competition and prevent unwarranted monopolies. Major statutes are the Sherman Act of 1890, the Clayton Act of 1914, and the Federal Trade Commission Act of 1914);
• Anti-Corruption Legislation Law 12.846/13 and its decree 11.129/22
• FCPA (Foreign Corrupt Practices Act)
• UKBA (United Kingdom Bribery Act)
• AMAGGI’s Code of Ethics.
