Food & Beverage
The sector where Magma concentrates most of its mandates, from regional producers to national groups.
M&A Advisory · Mergers & Acquisitions · DCM
The next step for your business.
Specialists in mergers and acquisitions (M&A) and capital markets fundraising (DCM). Since 2010, turning the goals of business owners, companies and investors into concrete transactions and results.
About us
Connecting business owners, companies and investors for more than 15 years.
A financial advisory boutique specialized in corporate transactions and fundraising, with partners involved at every stage, from start to closing. Organization, confidentiality and technical rigor in every negotiation.
- Top 10TTR ranking of M&A financial advisors in Brazil, 2025
- +40transactions closed
- +200valuations completed
- +1,000investors mapped
- Senior TeamPartners lead every mandate, from preparation to closing
Solutions
Each mandate combines one or more practice areas, according to the stage of the company and its shareholders.
M&A
Mergers & Acquisitions
Precision in matching companies and people.
DCM
Fundraising
Raising capital to support sustainable businesses.
Strategy
Transition and succession
Preparing business owners and companies for transition processes.
Sell-side
Full or partial sale of equity: valuation, marketing materials, buyer selection and outreach, negotiation, due diligence, closing and post-closing.
Buy-side
Strategic acquisitions: target mapping, outreach, offer structuring, due diligence coordination, handling of contingencies, closing and post-closing.
Fundraising / DCM
Capital raising via the capital markets and structured transactions, advising on rounds with funds, asset managers, family offices, investment banks and strategic investors.
Strategy
Support with the financial, corporate and governance organization that precedes or accompanies the transaction, together with the client’s legal and accounting advisors.
Sectors
We are sector-agnostic: our expertise is the M&A process and the structuring of financial transactions, which allows us to serve companies in any industry. Below are some of the sectors where we have worked.
Dairy
Dairy processors, cheesemakers and the milk supply chain.
Industrial
Manufacturing, packaging and intermediate goods.
Agribusiness
Inputs, origination and agro-industry.
Healthcare & Pharma
Pharmaceutical industry, clinics and healthtechs.
Technology
B2B software and digital services.
Retail & Services
Regional chains and specialized services.
Other Sectors
We serve companies and business owners in any sector. We are specialists in the processes and stages of a transaction and can quickly absorb the specifics of each business.
- Logistics & transportation
- Real estate
- Financial services
- Education
- Publishing & media
- Fashion & footwear
- Auto parts & distribution
- Consumer goods
Selected transactions
~R$ 1 billionin transactions closed in 2025 and 2026
Sell-side
acquired 100% of the share capital of
2026
Sell-side
acquired 100% of the share capital of
2026
Sell-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Buy-side
acquired 100% of the share capital of
2025
Buy-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Magma only discloses information that is public and/or authorized.
View all transactionsTeam
Every mandate is led directly by partners and senior advisors, supported by a team of top-tier analysts.
- contato@magmabr.com
- Phone
- +55 11 3165-3800
- Address
- Avenida São Gabriel, 477, 14th floor
Itaim Bibi, São Paulo – SP, 01435-001 - Magma Transações Societárias
Properly structured M&A (mergers and acquisitions) agendas are powerful strategic tools for accelerating growth, increasing competitiveness, achieving economic and financial sustainability and generating liquidity, creating value for entrepreneurs, investors and other stakeholders. There is an unexplored ocean of opportunities here, through which business owners must navigate consciously – riding the waves instead of being swept away by them.
In Brazil, in 2020, according to data from TTR – Transactional Track Record, 1,549 Mergers and Acquisitions (“M&A”) transactions were completed, with a total value of R$229 billion[1] – impressive numbers; however, in the same period, 15,420 transactions were carried out in the United States, totaling USD 1.17 trillion, and in Europe there were 14,572 transactions and USD 790 billion[2].
Brazil is not expected to match Europe or the US, but if we consider that the Brazilian market generally represents about 20% of the American market, there would be room to double the number of transactions, reaching at least 3,000 deals per year. There is, therefore, plenty of room for using M&A as a strategic management tool.
Strategic M&A is already on the agenda of large companies and of those going public through IPOs: a good part of the excess cash or funds raised has been allocated to M&A transactions, to acquire new capabilities and achieve inorganic growth[3].
The serial acquisitions by the so-called Brazilian acquisition machines are driven by factors such as:
- High levels of corporate cash;
- High levels of private-market capital;
- The return of bank credit lines;
- The availability of alternative credit lines;
- Economically viable companies with financial difficulties (opportunities);
- Exchange rates favorable to acquiring assets in Brazil;
- Industry convergence accelerated by new technologies;
- Acquisition of new capabilities/technologies to maintain competitiveness;
- Economies of scale; and
- Access to new markets, among others.
Some of these factors are cyclical; others are purely strategic. And, as seen in more mature markets, M&A is not the privilege of large companies – many of which have departments dedicated to the subject. It is a mistake to think that smaller companies are merely passive targets: they can be protagonists and strengthen themselves through mergers and acquisitions.
Every business owner should consider M&A as one more option in their strategic arsenal, acting as either (i) an active seller (sell-side), seeking liquidity, investment or a strategic combination; or (ii) an active buyer (buy-side), with an agenda of consolidation and scale gains – whether for a future, more advantageous transaction with a larger player, or to grow and gain strength in the market.
There is room for companies of all sizes – including undercapitalized entrepreneurs who lead viable businesses with good growth plans, since there is no shortage of investors interested in financing good consolidation and expansion theses. In addition, the support ecosystem for corporate transactions in Brazil is quite developed: investment banks, M&A boutiques, specialized lawyers, auditors, private equity and venture capital funds, family offices, accelerators and search funds, among others.
Even so, an M&A transaction is not a trivial matter. It must reflect a strategic decision that, if made wrongly or poorly executed, can have catastrophic consequences – which is why the risks involved must be thoroughly analyzed, negotiated and mitigated.
To reduce risks and maximize the success of the transaction, the main measures are:
- Identify and validate the strategic motivation and rationale for the transaction;
- Develop scenarios and economic-financial analyses to support decision-making – identify and measure risks;
- Identify targets and verify how well they fit the strategic rationale;
- Conduct approaches discreetly and confidentially;
- Conduct visits, presentations and information exchanges securely;
- Intermediate the receipt or submission of a binding or non-binding proposal;
- Carry out and/or follow the due diligence;
- Assess and negotiate the terms, conditions and guarantees of the transaction;
- Carry out the closing of the transaction;
- Carry out and monitor integration measures;
- Monitor whether contractual provisions contingent on future events materialize.
Financing needs or the need to obtain guarantees may also arise – which is why a multidisciplinary team, with technical knowledge, experience and access to solutions, is indispensable.
One of the most sensitive stages is approaching targets, which must preserve anonymity in the early stages – something that is lost in direct approaches made by executives or in-house teams. Approaching through financial advisors is the most advisable route: parties feel more comfortable revealing buying or selling interests when they do not yet know the other side.
In addition, having experienced professionals lead the process brings speed, security and impartial analyses, eliminates “noise” and allows the entrepreneur to stay focused on the business, taking part only in the relevant negotiations. Advisors also act as a buffer, avoiding the party’s direct exposure and unproductive debates.
Thus, for companies of any size, the involvement of financial advisors – investment banks or M&A boutiques – is highly recommended. An M&A transaction can be compared to major surgery: it requires planning, preparation of the patient (company or entrepreneur) and precise execution by an experienced, specialized professional.
Equally important is the work of experienced legal advisors, who provide support from the approach to the target, help prepare or assess the offer, and take part in the due diligence and in drafting the sale and purchase agreement (SPA), formalizing rights, obligations and guarantees.
M&A as a strategic tool is not for the few, but those who prepare reap good results: they invest in strategic assessment, have good governance, rely on good support, anticipate and take the lead.
The number of transactions in Brazil should continue to grow, given the favorable conditions and the maturity of the market, especially among small and medium-sized companies – only with more players will it be possible to reach 3,000 transactions per year. As the waves of consolidation among large companies run out, there will be (i) more transactions in which medium-sized and small companies are targets of large ones; and (ii) more transactions between small and medium-sized companies, which will need to be strategically prepared to seize the opportunities.
Sources
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The Non-Binding Offer (NBO) – Characteristics and Negotiation
Nelson Bandeira·Vice President
In an M&A process, after the parties’ initial approach, it is common for the process to move forward through what is known as a Non-Binding Offer, or NBO, set out in documents also called a Letter of Intent (“LoI”) or a Memorandum of Understanding (“MoU”), which expresses the parties’ shared willingness to move forward with the negotiation, indicating the main guidelines and the actions to be taken jointly with a view to a possible transaction.
In this article, the term NBO is used to refer to the document that should reflect the parties’ willingness to advance in the negotiation and ensure a meeting of minds, mainly on the price of the asset in question and the main conditions of the possible transaction, before the parties go deeper into the discussions, take on any exclusivity obligation and invest significant time and resources in audits and in hiring legal advisors.
Therefore, without any intention of exhausting the subject, since each NBO must accommodate the specifics, exceptions and sophistications of each case, this article addresses the characteristics of an NBO and the main aspects that can and/or should be addressed until it is formalized.
Is an NBO 100% non-binding and unilateral?
First, it should be noted that an NBO starts out as a unilateral document, since it generally reflects the will of the party making the initial offer, setting out the conditions it intends to establish to develop the transaction; however, in the end, if signed by the parties, it will be a bilateral contract, establishing rights and obligations for both parties. Naturally, the recipient of the initial offer may be satisfied with the original terms and accept the offer as is; however, experience shows that, in general, the parties end up negotiating the terms of this contract.
It is no exaggeration to say that reviewing and negotiating the terms of an NBO is mandatory, because even though it is non-binding with respect to several points, establishing conditional and/or suspensive obligations, this contract does create binding obligations and has repercussions that can create and/or destroy value, sometimes with harmful effects on the progress of the business or on the reputation of the parties involved, requiring proper balance and an accommodation of the parties’ interests and responsibilities.
Thus, the party that receives or submits an NBO should regard it as natural to submit or receive a counteroffer and to negotiate the terms of this document, which should reflect the shared intentions of both parties and which, in our modest opinion, is therefore better named a Memorandum of Understanding.
On the other hand, it should be noted that a non-binding NBO is not entirely devoid of binding rights and/or obligations; in other words, the NBO generally does not oblige the parties to complete the intended deal, which, if all goes well, will be formalized in another specific document, the so-called Sale and Purchase Agreement (“SPA”).
An NBO proposes conditional or indicative rules, that is, it does not bind matters relating to price, form of payment, price adjustment rules, among others; however, it has, or rather should have, binding clauses and obligations relating to the exclusivity period, confidentiality, governing law, dispute resolution, termination, costs and expenses, among others, which allow the relationship to be pursued between the parties to be regulated fairly and effectively, as well as the scenarios in which the deal fails, minimizing risks for those involved and defining safe paths for the deal to be completed or not, making the participation of experienced professionals essential in the negotiation and effective drafting of the terms of an NBO.
What are the main terms addressed in an NBO?
As already mentioned, there is no standard NBO template, since each case requires a unique document, aligned with the parties’ will and with the dynamics of the business and the discussions. Below are terms that are generally part of the rationale behind drafting and negotiating NBOs. It is worth noting that the table below is illustrative, and other terms and/or issues may arise or be mandatory depending on the dynamics of each transaction.
| Terms | Issues Addressed |
|---|---|
| Price | Estimated value of the asset? |
| Price Adjustments |
|
| Form and Timing of Payment |
|
| Transaction Structure |
|
| Exclusivity |
|
| Guarantees | Will guarantees be provided? |
| Activity Timeline | Expected activities and deadlines until closing? |
| Due Diligence and Access to Information |
|
| Warranties and Indemnities | Guarantees against losses arising from the process? |
| Non-Compete and Retention |
|
| Treatment of Executives and Employees After Closing |
|
| Restrictions and Maintenance of the Business | Limitations, restrictions and guidelines for conducting the business while closing of the transaction is pending? |
| Termination | Grounds for terminating the binding obligations? |
| Costs and Expenses | What is each party’s responsibility for the costs and expenses of the transaction? |
| Governing Law | Which law governs the relationship between the parties set out in the NBO in the event of a dispute? |
| Dispute Resolution and Jurisdiction | What is the dispute resolution method and the applicable jurisdiction? |
The topics highlighted in gray are generally binding; the others may or may not be binding.
Binding and non-binding terms
An NBO, as its name suggests, reveals intentions and understandings and does not express definitive, 100% enforceable wills; for that reason it contains the so-called non-binding offer, with the exception, as already stated, of certain provisions.
The non-binding nature of the document is due to the fact that only in the course of the negotiation and after the due diligence will the parties have the clarity needed to decide whether or not to sign the definitive Sale and Purchase Agreement and, if so, which conditions should apply. The NBO thus serves to bind the parties to start the path of the transaction, but without the obligation to conclude it; however, to protect the interests of the parties involved, certain provisions are commonly 100% binding, as indicated in the table above.
It is worth stressing that good practice teaches that the LoI should state specifically and expressly which of its terms are binding and which are non-binding, since a lack of assertiveness in this regard, in the event of a conflict, may result in a given rule being applied or not, contrary to the parties’ original will.
What factors influence the form and content of an NBO?
An NBO may be more or less detailed according to the interests of those involved but, in general terms, negotiating specific points more fully tends to make the rest of the process more assertive and helps identify, from the outset, any insurmountable issues (deal-breakers), avoiding unnecessary investment. On the other hand, bringing sensitive discussions forward may also result in the premature end of the negotiation over points that could have been better handled in the course of the negotiation.
In more dynamic situations, a concise NBO is entirely appropriate, setting out conditions relating to value, general guarantees and exclusivity, with mostly non-binding obligations. The advantage of concise NBOs lies in the fact that they speed up the progress of negotiations and can be useful to the buyer in competitive processes, serving to secure exclusivity and/or maintain engagement with the target. The disadvantage is that they postpone dealing with issues that may become obstacles in the future, leading to premature investments of time and resources.
Moreover, the form of an NBO is also influenced by the party with the stronger position in the negotiation. A well-positioned buyer tends to prefer a more general NBO and a long exclusivity period. The seller, in turn, tends to prefer detailed NBOs with specific rules, since once it grants exclusivity it will naturally give the buyer greater strength and decision-making power. It is therefore even advisable for the seller to seek the greatest possible degree of detail and commitment, especially regarding price and price adjustment rules, before stopping negotiations with other potential investors, since it is obviously more convenient to negotiate and secure certain conditions while the other party faces the threat, or the sense of threat, of other competitors, which dissolves once exclusivity is granted.
Conclusion
As to whether an NBO should be concise or detailed, and as to the topics identified as binding or non-binding, there are countless variables that can influence the equation in the search for the ideal NBO; indeed, as stated, in certain cases other specific issues may arise that need to be addressed so that it serves as a precise, balanced document aligned with the parties’ interests.
Therefore, in order to obtain the expected results and preserve interests, the importance of an NBO in the course of an M&A transaction is evident. There is no ready-made recipe for drafting and/or negotiating it: surgical precision is needed to maneuver the forces at play, weighing advantages and disadvantages, and experience is required to avoid mistakes and to avoid precipitating or postponing undesired results.
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Methodology
Four stages, each with clear deliverables. The timeline is tailored to every mandate.
Preparation
1 to 2 months
- Valuation and company diagnosis
- Preparation of the teaser and the information memorandum
- Mapping of potential investors
Negotiation
2 to 5 months
- Outreach to investors (strategic, VCs, PEs, search funds)
- Signing of NDAs
- Q&A rounds
- Negotiation of price and deal structure
Due diligence
1 to 3 months
- Setting up the data room
- Coordination of accounting, tax, labor and legal due diligence
- Management of information flow
- Addressing findings in price and warranties
Closing
1 to 2 months
- Negotiation of the share purchase agreement
- Monitoring of conditions precedent
- Closing and transition
Screening
1 to 2 months
- Definition of the acquisition thesis
- Target mapping and qualification
- Prioritization with the client
Approach and offer
2 to 4 months
- Confidential contact with the controlling shareholders
- Preliminary analysis and valuation
- Structuring and submission of the non-binding offer
Due diligence
1 to 3 months
- Coordination of the buyer’s advisors
- Risk assessment and impact on price
- Definition of warranties and adjustments
Closing
1 to 2 months
- Negotiation of the definitive agreements
- Conditions precedent and approvals
- Closing and integration
Estimated total timeline: 6 to 12 months
The timeline varies with the size of the company, the organization of information, the number of interested parties and the regulatory approvals involved.
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Insights
Research, articles and publications by Magma on M&A, fundraising and the market.
Research
Macroeconomic and sector analyses to support the decisions of business owners and investors.
Articles
Articles written by Magma partners and professionals on M&A, fundraising and strategy.
- Nelson BandeiraThe Non-Binding Offer (NBO) – Characteristics and NegotiationCharacteristics of the NBO and the main points to negotiate until it is formalized.Read article →
- Nelson BandeiraM&A is not for the few. Get prepared!Why M&A is a strategic tool for companies of all sizes and how to prepare for a transaction.Read article →
Our publications on LinkedIn
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Transaction track record
Magma only discloses information that is public and/or authorized.
2025 and 2026
Sell-side
acquired 100% of the share capital of
2026
Sell-side
acquired 100% of the share capital of
2026
Sell-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Buy-side
acquired 100% of the share capital of
2025
Buy-side
acquired 100% of the share capital of
2025
Sell-side
acquired 100% of the share capital of
2025
Earlier transactions
Buy-side
Ehrmann AG
acquired 70% in Jan/18 and a further 30% in Aug/23 of the share capital of
Trevo Lácteos S.A.
Valuation
Banco Santander S.A.
Magma performed the economic and financial valuation of a strategic asset for Banco Santander.
Sell-side
Coopercarga S/A
acquired control of
TSV Transportes Rápidos
Sell-side
Thoughtworks Holding Inc.
acquired 100% of the share capital of
Handmade Design
Sell-side
Editora Schwarcz S.A.
acquired 100% of the share capital of
Japorama Editora e Comunicação Ltda.
Sell-side
Gaya Empreendimentos e Participações S.A.
acquired 100% of the share capital of
Carioca Calçados Ltda.
Buy-side
Indústria e Comércio de Laticínios Pereira Ltda.
acquired 100% of the share capital of
Laticínios Carolina Ltda.
Sell-side
Laticínios São João S.A.
acquired 100% of the share capital of
Laticínios Oscar Salgado Ltda.
Buy-side
BRQ Indústria de Alimentos S.A.
acquired 100% of the share capital of
Laticínios Matinal Ltda.
Sell-side
Granarolo S.p.A.
acquired 100% of the share capital of
Allfood Importação, Indústria e Comércio Ltda.
Sell-side
BBM Logística S.A.
acquired 100% of the share capital of
Translag Transporte e Logística Ltda.
Buy-side
Emmi Group
acquired 40% in Jun/17 and a further 30% in Aug/19 of the share capital of
Laticínios Porto Alegre Indústria e Comércio Ltda.
Sell-side
Softplan Planejamento e Sistemas Ltda.
acquired a minority stake in
Tichealth Tecnologia da Informação Ltda.
Sell-side
Leprino Foods
acquired 49% in Dec/16 and a further 51% in Apr/18 of the share capital of
Lactojara Indústria e Comércio de Laticínios Ltda.
Merger
Sooro Concentrado S.A.
merged with
Relat – Laticínios Renner Ltda.
Magma advised Sooro in this transaction.
Sell-side
Grupo Pikolin
acquired 100% of the share capital of
Sleep House Colchões e Acessórios Ltda.
Sell-side
Granarolo S.p.A.
acquired 60% in Dec/15 and a further 40% in Jul/19 of the share capital of
Yema Distribuidora de Produtos Alimentícios Ltda.
Sell-side
Bozzano Investimentos Ltda.
acquired a minority stake in
NRE Participações S.A.
Sell-side
Individual investor
acquired 100% of the share capital of
Agropecuária Tuiuti Ltda.
Merger
Porto Del Rei Laticínio Ltda.
merged with
Laticínio São Vicente de Minas S.A.
Magma advised Porto Del Rei in this transaction.
Sell-side
JSL S.A.
acquired 100% of the share capital of
Quick Logística Ltda.
Sell-side
A.R.C. Logística e Alimentos Ltda.
acquired 100% of the share capital of
Laticínios Tânia Indústria e Comércio
Sell-side
General Mills Inc.
acquired 100% of the share capital of
Laticínios Carolina Ltda.
Buy-side
Laticínios Bela Vista Ltda.
acquired the Leitbom brand from
LBR – Lácteos Brasil S.A.
Sell-side
Suprirt Participações Ltda.
acquired a majority stake in
Rápido Transportes Ltda.
Valuation
Laticínios Verde Campo Ltda.
Magma performed the economic and financial valuation.
Sell-side
Grupo Lactalis
acquired 100% of the share capital of
Balkis Indústria e Comércio de Laticínios Ltda.
Valuation
Bongrain S.A.
Polenghi Indústrias Alimentícias Ltda.
Magma advised Bongrain on the assessment of investment alternatives.
Sell-side
Angel investor
acquired a majority stake in
Envest Serviços Educacionais Ltda.
Valuation
Multicobra Cobrança Ltda.
Magma performed the economic and financial valuation.
Buy-side
LPS Brasil Consultoria de Imóveis S.A.
acquired a majority stake in
Piccoloto Empreend. Imobiliários Ltda.
Valuation
Paschoalotto Serviços Financeiros Ltda.
Magma performed the economic and financial valuation.
Sell-side
Helixxa
acquired a majority stake in
Nefrocare
Buy-side
LPS Brasil Consultoria de Imóveis S.A.
acquired a majority stake in
Cappucci & Associados Consultoria Imobiliária
Sell-side
Gávea Investimentos e HSBC
acquired a majority stake in
Camisaria Colombo
Magma advised the sellers, with a limited scope, in this transaction.
Buy-side
LPS Brasil Consultoria de Imóveis S.A.
acquired a majority stake in
Erwin Maack & Associados S/C Ltda.
Buy-side
LPS Brasil Consultoria de Imóveis S.A.
acquired a majority stake in
Condessa Cantareira Empreend. Imobiliários Ltda.
No transactions of this type.
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Integrity Channel
Use this channel to report, in good faith, conduct contrary to the law or to the Code of Conduct of Magma, involving partners, employees, clients, business partners or suppliers. You may identify yourself or submit your report anonymously.
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Keep the reference number below. It identifies your report if you wish to add information later, even anonymously.
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Code of Conduct
Guidelines for the conduct of partners, employees and everyone who deals with Magma. March 2026 version.
This English version is a courtesy translation. The Portuguese version is the official text and prevails in case of any discrepancy.
1Message
- MAGMA’s purpose is to provide financial advisory services and to be recognized for its competence, the quality it brings to its processes, its technical knowledge and its ethical conduct in the market.
- To this end, the tireless practice of ethical behavior is essential, not only by MAGMA’s partners, officers, leaders and direct employees, but also by everyone who deals with it.
- Accordingly, MAGMA’s Code of Conduct serves as a guide for ethical and professional behavior aimed at preserving its values: “Integrity”, “Human-Centered Relationships” and “Commitment”.
- We ask everyone to read and become familiar with this Code, on the basis of which we will work and cooperate so that MAGMA is recognized not only for its excellence but also for cultivating its integrity.
2Introduction
2.1 Purpose of the Code
- This Code of Conduct sets out guidelines and rules of behavior to guide conduct and decision-making in MAGMA’s day-to-day activities.
2.2 Responsibilities
- This Code of Conduct applies without restriction to everyone involved with MAGMA: partners, directors, leaders, managers and direct or indirect employees, members of partner companies or organizations, government representatives, or any other individuals and/or legal entities and their representatives who deal with MAGMA.
- MAGMA’s partners, directors and leaders must ensure that its content is widely disseminated, especially to the company’s direct employees, who in turn must follow the expected standards of conduct. Everyone must work to build an environment that supports the conduct set out here, including the proper handling of behavior that violates the guidelines of this Code of Conduct.
3Compliance with the Law
3.1 Compliance with the Law
- MAGMA’s activities must be aligned with compliance with and respect for the laws in force in Brazil, our corporate documents and all conventions, regulations and practices applicable to our sector.
- We live by and adhere to the principles and values set out in this Code of Conduct.
3.2 Prevention of Corruption and Bribery
- Our interactions with public officials must be conducted with integrity, observing the highest ethical and moral standards, and must comply with all applicable laws.
- We do not offer, provide, promise, request or accept, directly or indirectly, any unlawful payment, benefits, favors, gifts or items of value intended to improperly influence decisions or actions related to our activities.
- We firmly combat all forms of corruption, fraud or undue advantage.
- We do not sponsor, support or finance any activities or projects that originate from or aim at unlawful acts, or that go against MAGMA’s ethical standards.
3.3 Financial and Information Management
- We believe that financial transparency and integrity are essential to the sustainability and continuity of our activities, ensuring that we meet our objectives and achieve future success, and reinforcing the trust placed in MAGMA by our clients, partners and employees.
- We do not share privileged information, whether ours, our partners’ or related parties’, that could dishonestly influence any decision, financial or otherwise, generating benefits for ourselves or third parties or causing harm of any kind.
- We apply strict standards of ethics and confidentiality in collecting, using, managing and protecting personal and registration data, intellectual property and/or confidential information, whether ours or provided by third parties, using such information exclusively for its intended purpose.
- We must preserve the confidentiality of information belonging to MAGMA and to third parties, refraining from using it for our own benefit or that of others or in any way that causes harm, and maintaining this commitment even after the relationship with MAGMA ends.
- We agree that all assets protected by intellectual property and/or copyright rules that are produced and/or created during and/or within the scope of our professional activities at Magma, whether or not with resources provided by it, shall be the exclusive property of Magma.
- All partners, associates, interns and/or employees assign to Magma, free of charge, the use of all economic copyright they hold over the creations, works, inventions or any other form of intellectual property or copyright arising from and/or produced in the performance of the contracts between them and Magma.
4Integrity in Relationships
4.1 Relationships with Suppliers
- We understand that our clients, suppliers and partners play an important role in successfully fulfilling our purpose, which is why we seek relationships with those who share our commitment to preserving reputation and ethics.
- We do not unilaterally favor any supplier or service provider without technical justification, avoiding any conflict of interest.
4.2 Conflicts of Interest
- We do not allow any individual or organization to improperly benefit from MAGMA, whether through a relationship with one of our employees or otherwise, and none of our employees may personally benefit improperly from a relationship with another individual or organization.
- We identify and act to prevent and curb situations that create conflicts of interest and could compromise or improperly influence our activities and, where applicable, we adopt conflict mitigation measures.
- Conflicts of interest arise, for example, when a party related to the matter at hand lacks independence and could improperly influence decisions or actions related to our activities.
- In addition, actions contrary to our Purpose and Values may also be considered conflicts of interest.
4.3 Contracts
- We vigorously pursue the fulfillment of our contractual obligations and the accurate and timely documentation of our activities, in accordance with legal requirements and applicable accounting standards.
- We must engage organizations and/or individuals who respect the law, meet their tax, labor and environmental obligations and expressly adhere to this Code of Conduct.
- Our hiring and engagement decisions must be based exclusively on technical, behavioral, professional and ethical criteria.
- Supplier selection must consider the best cost-benefit ratio, ideally favoring companies that contribute positively to environmental, economic and social sustainability and fit this profile, with no undue favoritism of any kind.
- Our partners, officers and employees are prohibited from entering into contracts on behalf of MAGMA that are unrelated to its corporate purpose, or that exceed the authority and/or approval limits granted to them.
4.4 Political Activities and Advocacy1
- MAGMA may take an institutional position, through its legal representatives, in public or private political debates relevant to its activities and on matters that improve the environment in which it operates and are of institutional interest to it.
- We strictly control advocacy activities and carry them out in full compliance with the law, ethically, with integrity and transparency.
- We value MAGMA’s political non-partisanship.
- We respect each employee’s individual right to express opinions, engage in civic matters and activities and take part in political processes or organizations, provided such participation takes place outside the workplace and with their own resources.
- Employees and related parties must always make clear that their individual, personal, political and/or partisan statements are their own and not the company’s, in order to preserve MAGMA’s values and independence.
1 Advocacy means acting in an organized way to influence decision-makers and public opinion in order to change or maintain a given public policy of broad interest. Such advocacy efforts seek to influence public policies that will have a positive impact on civil society as a whole.
5Behavior
5.1 Workplace and Conduct
- We must foster respectful and cordial relationships between people, based on freedom of expression, dignity, fairness and equality.
- Any discriminatory action or expression is prohibited, whether based on religion, belief, age, color, physical condition, ethnicity, nationality, gender, sexual orientation, social origin or status, political position and/or any other characteristic.
- Any form of workplace or sexual harassment is prohibited, as is any form of threat or intimidation.
- We must cultivate, respect and value social, cultural and political diversity.
- We must distinguish between personal and professional relationships, so that relationships in the workplace and in our activities remain professional and in MAGMA’s interest.
- Each person must protect their own privacy and take responsibility for their appearance and actions, avoiding behavior that is inconsistent with this Code or that could harm MAGMA and/or third parties.
- Everyone has a duty to protect our confidential information and comply with confidentiality obligations, maintaining this commitment even after their relationship with MAGMA ends.
- Possessing or using illegal substances in the workplace is not permitted. Moderate alcohol consumption is permitted at social events.
- Everyone must help maintain a safe workplace and contribute to its cleanliness and organization.
5.2 Human and Material Resources
- We must strive to give employees access to all information relevant to their work.
- We must cultivate a collaborative and supportive environment, promoting integration and sharing knowledge, learning and good practices.
- The appointment, hiring or favoring of relatives, spouses or partners, whether direct or collateral, by blood or by marriage, by virtue of a position of power or influence, will not be tolerated.
- We must protect MAGMA’s assets, using equipment, machinery, materials and other available resources, including and especially financial resources, with care and in a sustainable way, avoiding damage, misuse, waste, fraud, theft or robbery.
- We must work with excellence and responsibility, managing our working time with autonomy and efficiency, aiming to increase productivity, complete daily tasks and achieve individual and collective goals and objectives.
5.3 Professional Etiquette
- We value organization, punctuality and meeting deadlines. We must give advance notice if we are unable to attend a commitment or deliver a piece of work, explaining the reasons and proposing alternatives.
- We respect each person’s personal taste and style, but we encourage discretion, restraint and neutrality in personal appearance, as well as adherence to the level of formality, including in language, normally required by our work environment and by the profile of our clients.
- Maintaining a good appearance and personal hygiene shows commitment and respect for everyone in the professional environment.
- Good posture can have a positive influence on those around you. When talking with people, we should maintain eye contact, keep a neutral tone of voice and stay in control of our emotions – avoid speaking too loudly and/or laughing uncontrollably.
- We should keep a pleasant, cheerful and relaxed atmosphere, while observing certain limits. We must be mindful of the diversity in our environment, where people of different cultures, beliefs and generations, among others, work together, so that certain jokes and/or teasing can easily cause discomfort or even offense.
- We must be careful about how we address people. It is not advisable to use nicknames or shortened versions of people’s names, especially in more formal settings. To avoid missteps, address people by the name they use to introduce themselves.
- We should cultivate courtesy and the habit of saying “excuse me” and “thank you”.
6Society
6.1 Communities
- MAGMA provides quality services that contribute to the advancement of economic activity and the generation of liquidity for clients and companies.
- We seek to create economic, social and educational benefits for society.
- We are willing to listen and respond to requests from clients, partners and suppliers within our sphere of activity.
6.2 Sustainability
- We are committed to minimizing the environmental impact of our operations through environmentally sustainable practices within our scope of activity and by working with suppliers who share our environmental commitments.
- We act in a socially responsible manner in the areas where we operate, aiming to contribute positively to environmental, economic and social sustainability.
6.3 Institutional Relations
- We seek to earn the trust and understanding of all parties that deal with MAGMA, including officers, employees, partners, suppliers, clients and governmental and non-governmental organizations.
- Relationships with governmental organizations and representatives of the executive, legislative and judicial branches, at all levels, will be conducted independently.
- Relationships with the media will be restricted to the communications area or to spokespersons designated and approved by MAGMA’s officers.
- Personal opinions expressed publicly by our employees, through social networks or media or in any other way, must be identified as that individual’s own opinions, making clear that they do not represent MAGMA’s position. On professional social networks where the individual identifies as an active MAGMA employee, all statements must follow the guidelines of this Code of Conduct.
7Handling of Misconduct and Improvement
- Failure to comply with the Code of Conduct may cause problems not only for MAGMA but also for our employees and other parties who deal with us. Adherence to this Code of Conduct is therefore mandatory.
- Violations of the guidelines of this Code and/or other ethical breaches not expressly provided for will be duly analyzed and appropriate consequences will be applied. Depending on the violation, measures provided for in labor law may be taken, and compensation or criminal sanctions may be sought.
- In case of questions or uncertainty about appropriate behavior, conflicts of interest, fraud or complaints, employees and other related parties may and should contact any member of MAGMA’s Leadership2.
- MAGMA encourages direct communication with its senior leadership (signatories below), but also provides on its website a form for submitting reports, which may be made anonymously whenever the reporter prefers not to be identified.
Integrity Channel
www.magmabr.com/en/integrity-channel- The confidentiality of reports received is guaranteed, and any retaliation against anyone who reports misconduct and/or concerns in good faith or provides information related to an investigation is strictly prohibited, without prejudice to action being taken if a report is found to be false and made in bad faith.
- Persons or parties involved in a report or investigation are presumed innocent until the misconduct is duly verified and proven.
- Questions and suggestions for continuous improvement that are not related to ethical misconduct and/or do not affect the integrity sought by this Code of Conduct may be sent to our administrative department at: adm@magmabr.com.
São Paulo, March 2026.
Magma Brasil Consultoria Ltda.
Ernani Ponce
Marcos Alberto Magnani Júnior
2 MAGMA’s Leadership consists of its senior partners: Ernani Ponce, Marcos Magnani and Marlos Nogueira.