Proeza Code Of Conduct PDF

TRANSPARENCY OUR CODE OF CONDUCT ONE CODE FOR EVERYONE Greetings! It gives me great pleasure to share Grupo Proeza’s Code of Conduct with you today. We all have a common goal: to make the world a more prosperous and sustainable place. To achieve this, we must live by our values, as this inspires us...

TRANSPARENCY OUR CODE OF CONDUCT ONE CODE FOR EVERYONE Greetings! It gives me great pleasure to share Grupo Proeza’s Code of Conduct with you today. We all have a common goal: to make the world a more prosperous and sustainable place. To achieve this, we must live by our values, as this inspires us to improve the way we do business. As part of Grupo Proeza, you are essential for our continued progress. At Proeza, we have built an environment of humility, trust and optimism thanks to each person who collaborates with us. Together, we are transcending generations for the benefit of our communities and stakeholders. Our Code of Conduct guides us on a daily basis, to keep on the right track. It is indispensable that we behave with integrity and follow this Code to the letter, in order to guarantee that our every action complies with the laws and regulations of the countries where we operate, and also to ensure the highest standards and principles of corporate social responsibility. I would like to thank you in advance for committing to observing and abiding by our Code of Conduct. Together, we can make a great impact on our world. Remember that you can count on me, just as Grupo Proeza is counting on you. In appreciation, Leopoldo Cedillo General Coordinator 2 I. How we work 4 A. About our Code 5 B. Our values 6 C. Work environment 7 D. Expected conduct 8 E. Human rights 8 F. Diversity, equity and inclusion 10 G. Health and safety 11 H. Prevention of forced and child labor 12 CONTENTS Contents II. How we look after our resources 14 A. Use of Grupo Proeza’s assets 15 B. Confidential information and data protection 16 C. Intellectual property 17 D. Records and controls 18 III. How we build relationships 20 A. Anticorruption 21 B. Relations with clients and suppliers 22 C. Relations with related parties 22 D. Government relations and political activities 23 E. Donations, gifts and gratifications 24 IV. How we operate on a daily basis 26 A. Environmental responsibility 27 B. Compliance with anti-money-laundering legislation 28 C. Economic competition 28 V. How we are transparent 30 A. We avoid conflicts of interest 31 B. Doubts or questions? We are here to listen! 32 C. Sanctions and consequences 33 D. My commitment 35 TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 3 I. How we work A. B. C. D. E. F. G. H. About our Code Our values Work environment Expected conduct Human rights Diversity, equity and inclusion Health and safety Prevention of forced and child labor “Integrity is doing the right thing, even when no one is looking”. C.S. Lewis 4 SECTION I. HOW WE WORK A.1. Grupo Proeza and its affiliates and subsidiaries are committed to conducting their business in compliance with applicable laws, with integrity and in accordance with our values. A.2. This Code of Conduct describes the conduct that is expected of us and the other individuals and entities with whom we do business. A.3. The purpose of this Code is to encourage ethical behavior in us all, in order to create an environment of trust, inclusiveness, equity, fairness, commitment, transparency and legality, thereby ensuring the continuity of our businesses. SECTION I. ABOUT OUR CODE A. About our Code A.4. It is our responsibility to comply with this Code and the established policies. Use the indicated communication channels if you have any concern, complaint or accusation. A.5. The Ethics and Compliance Committee (CEC for its acronym in Spanish) is the body responsible for implementing this document, and resolving and reviewing all situations related to it. A.6. The information in the different chapters of this Code does not cover all possible scenarios, but rather constitutes a general framework to support us in fulfilling our obligations at Grupo Proeza. A.7. Any violation of this Code shall result in disciplinary action, depending on the severity of the particular case. Scope A.8. This Code applies to: employees, associates, shareholders, directors, officers, managers, advisers, representatives and business partners. A.9. It also applies to all relationships that Grupo Proeza maintains with related parties, including: clients, suppliers, advisors, financial institutions, the government and the community in general. A.10. Grupo Proeza operates in different countries so, as we carry out our activities, we commit to complying with local laws. In the event that any of the provisions of this Code contravenes the local laws of a country in which we operate, the legislation of the given country shall prevail. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 5 B. Our values B.1. Values a. We care about you: Your uniqueness, authenticity and contributions Your growth, purpose and happiness Fostering a sustainable future for generations to come b. We are passionate about success: Enduring with optimism, courage and agility Transforming challenges into opportunities Performing with purpose and humility c. We create bolder and better solutions: Building with diverse voices and perspectives Daring to take risks Learning and experimenting with new ideas every day B.2. Our values are a general framework for Grupo Proeza; particular points may be complemented by our subsidiaries. We are a reflection of what we value. Dignified and respectful treatment Q. I often hear jokes about my religion, which makes me very uncomfortable. What can I do? A. Report the problem through the Transparency Line, so that appropriate measures can be taken and it doesn’t happen again. 6 SECTION I. OUR VALUES C. Work environment Our rights and obligations are established in this Code, the employment agreements and other applicable internal regulations and policies. C.2. We have the right to work in other companies, as long as we comply with our employment agreement with Grupo Proeza; however, we recognize that we cannot use or share the information to which we have had access in Grupo Proeza with another employer or employees. Grupo Proeza’s confidential information and intellectual property are extremely valuable, so we must treat them accordingly and never jeopardize them as a result of our business or personal use of communication systems, including e-mail, text messaging, Internet, social media, telephone conversations, voice mail, or any other present or future communication system. SECTION I. WORK ENVIRONMENT C.1. C.3. Grupo Proeza is an equal opportunity employer and complies with all applicable laws related to fair employment practices. We strictly prohibit, and under no circumstances tolerate, violence, discrimination or harassment against employees, job applicants or any other person based on race, color, religion, creed, national origin or ancestry, ethnicity, gender, gender orientation, identity or expression, civil status, health (including pregnancy) or social condition, age, physical or mental disability, immigration status, education, way of expression, educational institution attended, language, genetic information, opinions, or any other characteristic protected under applicable laws. The most direct way to build an environment of trust is to act with respect and integrity. This drives the common good and the development of more prosperous communities. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 7 D. Expected conduct D.1. We carry out our work diligently and comply with the Law and with internal policies and guidelines. D.2. The consumption, or being under the influence, of alcohol, drugs and/or illegal substances is strictly prohibited during our work activities. D.3. We conduct ourselves in a respectful manner, avoiding any offensive behavior. D.4. The Institutional Relations and Communication Departments must give prior approval to any statement or publication about the Company in the media. D.5. Fraud, theft, asset extraction, acts of corruption and any other similar conduct constitute serious violations of this Code. E. Human rights E.1 Grupo Proeza expects all employees, suppliers and related parties to conduct themselves in accordance with the laws that promote appropriate working conditions and those that prohibit forced labor, the employment of minors and human trafficking. We also expect them to guarantee freedom of association and the right to participate in collective bargaining. E.2 We are committed to preventing, protecting, respecting and remedying violations of human rights, so employees must avoid any kind of harmful conduct and refrain from violating the human rights of other employees, suppliers and related parties. Success stories An employee contravened our values by not respecting the work team, making team members feel incapable of performing their duties and humiliating them. After receiving a report on the issue, several employees were interviewed and they confirmed that the work environment and treatment from the employee in question were inappropriate. Since this was a recurring violation, we proceeded in accordance with our Code, ending the offending employee’s relationship with the Company. 8 SECTION I. EXPECTED CONDUCT / HUMAN RIGHTS TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA SECTION I. HUMAN SECCIÓN RIGHTS I. DERECHOS HUMANOS Grupo Proeza welcomes everyone and ensures that every person is treated with dignity and respect. 9 F. Diversity, equity and inclusion F.1 Grupo Proeza promotes a favorable environment that ensures equal opportunities. We work to promote diversity, equity and inclusion, developing equal working conditions with fair remuneration. We respect and enforce the right of all employees to work without discrimination or unequal treatment, choosing the best people through tools and decisions based on a candidate’s knowledge and capabilities. We encourage transparent communication through a variety of mechanisms to express opinions and make suggestions or claims. We prohibit any action contrary to diversity, equity and inclusion. F.2 We ensure that employees, suppliers and related parties are treated with dignity and respect, regardless of their role. Any behavior that promotes an intimidating, harassing, hostile, demeaning, humiliating or insulting work environment is unacceptable. In accordance with our values, we investigate any conduct that violates this Code and never retaliate in any way against those who make a report. We care about your uniqueness, ideas and contributions to build your purpose and that of Grupo Proeza. Equal opportunities Q. I have been with the Company for five years and recently applied for a vacancy to become a coordinator. Could being pregnant be a problem? A. At Grupo Proeza, employment and development opportunities are based on objective criteria, knowledge and capabilities, so this should certainly not be a disadvantage. If this is not the case, you should report the situation through the Transparency Line. 10 SECTION I. DIVERSITY, EQUITY AND INCLUSION G.1. Grupo Proeza is committed to health, safety, hygiene and the prevention of injuries of all kinds. We make sure we carry out our activities safely, caring for the well-being of those involved by providing our employees, suppliers and related parties with an environment that complies with the Law, and our internal policies and security procedures, continuously striving to improve them and ensuring that they are applied at all times and in all places. G.2. It is obligatory for all Grupo Proeza employees, suppliers and related parties to receive and understand the applicable health and safety requirements, thereby promoting a safe work environment for everyone, including third-party companies and the community in general. SECTION I. HEALTH AND SAFETY G. Health and safety G.3. It is our right and obligation to report, through our Coordinator or the communication channels indicated in this Code, any act or condition, injury or illness that, in our opinion, may compromise the health and safety of our employees or the community. Safe work environment Q. I have noticed an employee who does not follow safety protocols when he is operating machinery, endangering not only his safety but also that of other employees. What should I do? A. Report it directly to your coordinator or to the Transparency Line. Safety and health are everyone’s business. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 11 H. Prevention of forced and child labor H.1. Our employees and those of our suppliers shall never be hired against their will or subjected to any type of coercion. Any situation where employees are forced to work involuntarily through the use of violence, intimidation or threat is strictly prohibited. H.2. Grupo Proeza and its suppliers and clients must comply with all legal requirements related to the minimum working age, working hours and tasks to be performed, ensuring that the work of minors does not hinder their education, health, safety, or mental of physical development. Child labor implies that a boy or girl stays away from activities appropriate to his/her age and faces possible situations of coercion, violence, or physical, mental and/or psychological abuse, which contravenes our way of acting in Grupo Proeza. Hiring in accordance with the Law Q. While working at the plant, I realized that a supplier’s employee is younger than the minimum age. What should I do? A. At Grupo Proeza, the hiring of people who do not have the minimum employment age, either directly by Proeza or by a supplier, client or subcontractor, is not allowed, so we ask you to report the situation through the Transparency Line. 12 SECTION I. PREVENTION OF FORCED AND CHILD LABOR We do not tolerate bullying or harassment Approximately 15% of complaints are related to these two issues; thanks to the Transparency Line, it is possible to identify violations and act to prevent such conduct against our Code. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 13 II. How we look after our resources A. Use of Grupo Proeza’s assets B. Confidential information and data protection C. Intellectual property D. Records and controls We work to build a better world and we begin at home, being exemplary in caring for our environment and for all the people with whom we interact. 14 SECTION II. HOW WE LOOK AFTER OUR RESOURCES A. Use of Grupo Proeza’s assets We have the responsibility and obligation to protect, use efficiently and be accountable for the Grupo Proeza assets that have been entrusted to us. A.2. Grupo Proeza’s assets include physical, technological and information assets and means, including, but not limited to: machinery, computer equipment and programs, mobile phones, electronic information, and economic or financial resources, as well as industrial secrets, trademarks, patents and registrations. A.3 The use, sharing, reproducing, copying, distributing, downloading, installing or altering of documentation, software or other materials without a valid license or authorization to do so is strictly prohibited. SECTION II. USE OF GRUPO PROEZA’S ASSETS A.1. Those of us who have access to Grupo Proeza’s assets must use them exclusively to carry out the activities the Company entrusts us with. We may only make reasonable personal use of the technology assets we have been given, if we ensure that they are being used for appropriate purposes. The proper use of technology is the individual responsibility of all of us who collaborate in any of Grupo Proeza’s companies. Storing or accessing sexually explicit or implicit, offensive, illegal or inappropriate material on any Grupo Proeza asset is strictly prohibited. Proper and responsible use Q. When I was using the computer that Grupo Proeza has entrusted to me, an advertisement appeared to download software that could be useful in my daily tasks. Can I download it? A. No, since you could put the integrity of our systems at risk. Downloading any additional software requires prior authorization from IT. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 15 B. Confidential information and data protection B.1. It is our duty to ensure that our operations and activities are carried out safely when we manage, use and store the personal data of employees, suppliers and related parties. We are committed to implementing all necessary measures to comply with applicable privacy laws. B.2. All information that we access during our relationship with Grupo Proeza must be treated as strictly confidential, even when the contractual relationship ends. The foregoing implies not retaining, eliminating, disclosing, duplicating or distributing such information, without express authorization from the Company. B.3. Third-party information must be treated with absolute confidentiality, as if it were the property of Grupo Proeza. B.4. We are committed to protecting personal data, therefore, at all times we must respect the legal provisions as indicated in Grupo Proeza’s internal policies, manuals and guidelines. B.5. Derived from our commitment to the preservation of integrity, employees’ personal data and the equipment given to us for work purposes may be subject to scrutiny or investigation by Grupo Proeza, which will always be carried out through legitimate means and for legitimate purposes, in order to preserve the aforementioned commitment. Confidential treatment of information Q. I received an internal e-mail with information on the salaries of Grupo Proeza executives. Can I share it with a coworker? A. No, because we are talking about confidential information, which can only be disclosed to expressly authorized personnel. If you received the information by mistake, it is your duty to notify the sender and delete the information. 16 SECTION II. CONFIDENTIAL INFORMATION AND DATA PROTECTION C.1. At Grupo Proeza, we manage, protect and take responsibility for our intellectual property, which includes but is not limited to the following assets: industrial secrets, patented and non-patented technology, trademarks, registered industrial names and designs, copyrights, business processes and systems, software, ideas, inventions, commercial information, patents and applications. These assets are the property of the Company, even when they have been developed by employees, so it is important to disclose and transfer any intellectual property that falls within the scope of our functions, with the understanding that the exploitation rights belong to Grupo Proeza. SECTION II. INTELLECTUAL PROPERTY C. Intellectual property The unauthorized disclosure, duplication or distribution of such assets is strictly prohibited. Success story Thanks to a timely report on the Transparency Line, we were able to identify an employee who was sharing confidential information with a supplier for personal gain. Proeza does not tolerate conduct that endangers the Company’s confidential information or that of its employees. In this case, the person in question was immediately dismissed. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 17 D. Records and controls D.1. Managing all Grupo Proeza’s records and information efficiently and effectively is an integral part of our policies and our way of doing things, so we must manage, retain and dispose of records and information at all times in accordance with applicable regulations and with the Company’s internal policies. D.2. We commit to never providing false or inaccurate information, never altering or making false or biased records, such as documents, invoices, payments and reports, and never destroying documents without authorization. D.3. At Grupo Proeza, we keep accurate records, in order to preserve the business and comply satisfactorily with the procedures and controls established in the applicable legislation and our internal policies. We must always ensure that information is true, clear and timely, and monitor and report any possible signs of activity contrary to what is described. D.4 Records are kept only for the period necessary to fulfill our tax, financial and legal obligations, in accordance with the Document Retention and Disposal Procedures Manual, so we must never delete any record that has not satisfactorily complied with corresponding retention period or that may be relevant for compliance with any legal obligation or established controls. Success story Thanks to a report, we identified inconsistencies and irregularities in the documents an employee was handing in to support his travel expenses, as well as the improper use of advance payments. The corresponding investigation verified the employee’s wrongdoing and, in accordance with our values, he was dismissed. 18 SECTION II. RECORDS AND CONTROLS TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 19 III. How we build relationships A. B. C. D. Anticorruption Relations with clients and suppliers Relations with related parties Government relations and political activities E. Donations, gifts and gratuities If you are doing well, your loved ones will be doing well; similarly, if your work is good, your work environment and your people will be good. That is why we take care of all our relationships. 20 SECTION III. HOW WE BUILD RELATIONSHIPS A.1. All acts of corruption are prohibited at Grupo Proeza. We only create businesses on the basis of the quality of our products and services, and never based on bribery or illegal activities. A.2. Bribery involves the exchange or offer of something of value to improperly influence a business decision or gain a commercial advantage. Such practices usually take the form of the inappropriate or improper giving of cash, gift cards, entertainment and/ or discounts, including through illegal charitable contributions, or inappropriate or improper hiring. SECTION III. ANTICORRUPTION A. Anticorruption A.3. We are firmly committed to ensuring that all our operations and transactions are carried out with integrity and transparency, as well as to complying with applicable anti-corruption laws. We do not agree with giving, offering or receiving bribes, as such behavior represents illegal conduct. A.4. Anti-bribery laws prohibit anyone from offering, accepting, receiving or giving bribes. And, despite the fact that in some countries facilitation payments are a common or even legal business practice, it is prohibited at Grupo Proeza. Success story One of our employees was receiving economic benefits from a supplier in exchange for preferential treatment in the company. Thanks to a report, we verified the facts and decided to proceed with the dismissal of the employee and the termination of our commercial relationship with the supplier. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 21 B. Relations with clients and suppliers B.1. All our business activities are carried out honestly, respecting the values established in our Code and internal policies, which include our suppliers and clients, with whom we promote a culture of integrity. B.2. Those of us who interact with clients, suppliers or related parties must conduct ourselves in accordance with this Code and other applicable internal policies. Additionally, to ensure that all business relationships are carried out pursuant to the Company’s best practices, it is our duty to inform them of the provisions contained herein. B.3. Grupo Proeza only maintains business relationships with suppliers who comply with our Code of Conduct and the Third-Party Procurement and Supplier Veto Policy. C. Relations with related parties C.1 Any transaction that Grupo Proeza carries out with related parties must be carried out at market value, meaning at the same price and amount that would be used with or between independent parties in comparable transactions. By related parties, we mean any individual or family member who, directly or indirectly, is a shareholder, board member, administrator, director, manager and/or officer of Grupo Proeza. 22 SECTION III. RELATIONS WITH CLIENTS AND SUPPLIERS / RELATIONS WITH RELATED PARTIES D.1. Grupo Proeza never uses its economic or political influence to obtain an undue advantage. The making, offering, promising or authorizing of payments, the delivering or offering of anything of value to government officials or third parties in exchange for an unlawful benefit or advantage, and the receiving or giving of any form of bribe, including facilitation payments, are strictly prohibited. Before the authorities, we must always act with honesty and integrity, ensuring that all the information we present and the statements we make are true, clear and complete. We cannot carry out actions that imply obtaining undue benefits that become acts of corruption, or that in any way put the good reputation of Grupo Proeza at risk. D.2. All Grupo Proeza companies respect employees’ rights to participate in political activities, which we shall carry out personally and without interfering with the performance of our activities. We may not use the brand name, logo, corporate image or any other form of corporate identity of Grupo Proeza or its companies in political activities. SECTION III. GOVERNMENT RELATIONS AND POLITICAL ACTIVITIES D. Government relations and political activities D.3. Except for those exceptions expressly analyzed and authorized by the Ethics and Compliance Committee (CEC), we shall not make any contribution to political parties, movements or committees, political or union organizations, or to their representatives and candidates. D.4. All lobbying activities shall be carried out institutionally and in accordance with applicable regulations. We always act in strict compliance with the Law Q. If a government official asks me for money to expedite the granting of a permit to build a plant that is weeks behind schedule and is affecting our investment plans, can I give him money? A. No. Always remember that, at Grupo Proeza, we are governed by a policy of zero tolerance of corruption. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 23 E. Donations, gifts and gratuities E.1. Donations made by Grupo Proeza shall be given to duly accredited organizations that are dedicated to social causes and not related to political activities, always in accordance with all legal provisions. Employees shall consult the Compliance Officer before making any charitable contribution in the name or on behalf of any of our companies. E.2. In general, we must avoid any action that may create a conflict of interest or suggest inappropriate intent, such as: giving expensive gifts, favors, commissions, fees, compensation, royalties, discounts, raffles, entertainment, travel or cash equivalents, to public or government officials or business partners. However, entertainment, hospitality, promotional and other commercial courtesy expenses are allowed as long as they are aligned with Grupo Proeza’s Anti-Corruption Policy and applicable laws. E.3. Giving, requesting or accepting gifts or other courtesies of any kind that compromise, or appear to compromise, the objectivity of our decisions in current or future negotiations is neither appropriate nor allowed. Exceptions are promotional items and gifts or other courtesies that are legal, in accordance with usual business practices, and do not exceed a value of $30 USD. Any situation outside these guidelines must be authorized by the CEC. If you receive a gift and have doubts about it or it cannot be returned, notify the Compliance Officer and deliver it to the Talent and Culture/Human Development area for subsequent raffle or donation. Gifts or courtesies only in accordance with legal commercial practices Q. A consultant gave me a notebook with the consultancy logo printed on it. Can I keep it? A. Yes. Promotional items that do not exceed a value of $30 USD can generally be accepted. 24 SECTION III. DONATIONS, GIFTS AND GRATUITIES TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 25 IV. How we operate on a daily basis A. Environmental responsibility B. Compliance with anti-money-laundering legislation C. Economic competition We are honest and reliable people. We do things right; we do things in accordance with applicable standards. 26 SECTION IV. HOW WE OPERATE ON A DAILY BASIS A.1. At Grupo Proeza, we always comply with applicable environmental and sustainability laws, regulations and guidelines. We are committed to the responsible use of natural resources, which is why we follow sustainable and conscious practices seeking to protect these resources, care for our ecosystems and reduce our environmental footprint. We implement these practices in our business decisions and activities, supply of products and services, operation of establishments and selection of suppliers, among all other activities. A.2. It is our obligation to inform, through the communication channels indicated in this Code, any act or condition that, in our opinion, may compromise the balance of the environment. SECTION IV. ENVIRONMENTAL RESPONSIBILITY A. Environmental responsibility We always protect the environment Q. I recently learned that our plant is leaking liquids that can harm the environment, but if I report it, it could affect the company. What should I do? A. You must report it. Every time it is known or there is a suspicion that activities are being carried out that could have a negative impact on the environment, it is our duty to report it through the Transparency Line. Complying with the law and protecting the environment always come first. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 27 B. Compliance with anti-money-laundering legislation B.1. At Grupo Proeza, we comply with anti-money-laundering laws and implement the measures necessary to prevent and avoid any transaction that involves assets of illicit origin. B.2. Every employee is obliged to prevent, stay alert to, and report any unusual or suspicious activity or transaction related to money laundering and/or other crimes. B.3. In order to prevent money laundering, we must know who is behind every transaction, conduct business only with those who are engaged in legitimate business activities, and follow the guidelines and measures set out in Grupo Proeza’s International Money Laundering and Economic Sanctions Policy. B.4. Money laundering consists of making funds or assets obtained through illegal activities appear as if they were the result of legitimate activities and circulate without problem in the financial system. Unusual or suspected money laundering activities include, but are not limited to: attempted cash payments or unusual financing, and payments from countries or entities unrelated to the transaction. C. Economic competition C.1 At Grupo Proeza, we comply with the laws on economic competition and are committed to doing fair business in all the jurisdictions in which we operate. Relations with business partners shall always be based on trust and mutual benefit and carried out in compliance with applicable laws. C.2 Employees must describe our products and services fairly and accurately. It is our responsibility and obligation to familiarize ourselves with the laws that govern economic competition. We shall never fix prices, manipulate offers or engage in any other anti-competitive activity, using only publicly available information to understand our business, clients, competitors and trends. We follow the rules of fair competition Q. A person who worked for one of our competitors has just joined the team. Is it okay if I ask him to disclose confidential information about the processes for making our competitor’s products? A. No, it is not correct. Remember that we are responsible for compiling all information on our competitors in accordance with the Law and our internal policies. 28 SECTION IV. COMPLIANCE WITH ANTI-MONEY-LAUNDERING LEGISLATION / ECONOMIC COMPETITION When economic development, social welfare and the environment are in equilibrium, society has a future. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 29 V. How we are transparent A. We avoid conflicts of interest B. Doubts or questions? We are here to listen! C. Sanctions and consequences D. My commitment It is up to us to preserve and strengthen an environment of trust inside and outside Grupo Proeza, thereby contributing to the wellbeing of those around us and the world. We are responsible for the place where we live. 30 SECTION V. HOW WE ARE TRANSPARENT A. We avoid conflicts of interest There is a conflict of interest when the personal interests of any member of the Proeza team interfere, or appear to interfere, with the interests of Grupo Proeza. A.2. At Grupo Proeza, we consider a conflict of interest to be when any Company employee, shareholder, board member, director, adviser or representative, in the exercise of his/her duties, has for any reason a different interest or an interest that could conflict with the interests of Grupo Proeza, and that this influences his/her decision making. A.3. In accordance with the Company’s Conflicts of Interest Policy, it is our obligation to declare any conflict or potential conflict of interest to our Compliance Officer so that it can be duly analyzed and addressed. SECTION V. WE AVOID CONFLICTS OF INTEREST A.1. A.4. We always act in accordance with the best interests of Grupo Proeza, so we are prohibited from using a position or assets for personal gain. A.5. Except when it has been specifically approved by the Ethics and Compliance Committee (CEC), we shall not engage in any transaction with Grupo Proeza, including, but not limited to: the rent, sale, supply or providing of any service or product. This prohibition extends to our direct relatives. Success story The family/personal relationship between two employees was affecting their work environment, performance and results, as they showed a notable preference (and favoritism) for each other over the rest of the team. After receiving a report, we made an investigation to verify the indicated actions and consequences. As a result, the employees involved were dismissed in accordance with our Code of Conduct. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 31 B. Doubts or questions? We are here to listen! B.1. We shall immediately report any event that we consider in violation of this Code, and express any doubt or suggestion that we may have through the following: Our direct coordinator The Talent and Culture Department/Human Development The compliance officer Internal auditing The Transparency Line: www.letica.mx/proeza Mexico 800 283 2823 [email protected] +52 81 1917 9005 United States India Brazil Thailand Argentina 844 930 4343 000 800 040 3774 800 591 2833 1800 013 755 0800 333 1088 Organization: Proeza 32 B.2. All reports received are treated confidentially and investigated. Moreover, Grupo Proeza strictly prohibits and does not tolerate any retaliation against a complainant. B.3. Consult our webpage https://www.proeza.com.mx/ to find the different Grupo Proeza Policies referred to in our Code of Conduct. Anti-Corruption Policy Conflicts of Interest Policy Third-party Procurement and Supplier Veto Policy International Money Laundering and Economic Sanctions Policy SECTION V. ¿DOUBTS OR QUESTIONS? WE ARE HERE TO LISTEN! C.1 Grupo Proeza will take disciplinary action in response to any conduct that violates this Code and/or the related internal policies. C.2 The CEC will take corrective and disciplinary action if an investigation confirms a violation of the Code, and may make changes to our procedures to prevent any similar violations in the future, notify the appropriate authorities, and/or take disciplinary action as deemed necessary, such as, but not limited to: the initiation of civil or criminal proceedings, a reprimand or negative feedback, and/or the termination of the employment contract. Always keep our Code in mind, discuss it with your team, and initiate conversations and reflections about it to promote learning and improvement, because this Code is yours and each person’s experience contributes to its enrichment. SECTION V. SANCTIONS AND CONSEQUENCES C. Sanctions and consequences Warning This Code of Conduct contains information on the internal policies and procedures of Grupo Proeza and its affiliates and subsidiaries. The internal policies and procedures in this Code are guidelines only. Grupo Proeza reserves the right to interpret, modify and administer the provisions of this Code at its own discretion. Grupo Proeza may change, modify or eliminate any provision in this Code of Conduct at any time, with or without notice. However, oral statements or representations may not supplement, change or modify the written provisions of the Code. Every person who has an employment agreement with Grupo Proeza must read and become familiar with the information contained in this Code. Failure to comply with Grupo Proeza’s internal policies or procedures may result in corrective and disciplinary action, including dismissal. Nothing in this Code or any other communication from any representative of Grupo Proeza, whether oral or written, may be considered to be an employment agreement. Nothing in this Code may be construed to contradict, limit or otherwise affect my right, or the right of Grupo Proeza, to terminate an employment relationship at any time, with or without cause. If I have a work agreement or contract written and signed by any authorized representative of Grupo Proeza and a provision of this Code conflicts with the terms of that agreement or contract, I understand that the terms of the agreement or contract shall prevail. This Code supersedes all prior versions published or distributed by Grupo Proeza and all inconsistent oral or written statements. The Code operates in conjunction with, and does not replace or amend, any employment terms or conditions set forth in an employment agreement. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 33 Every word counts and has the power to change the meaning. If you have any doubts or questions, write to us or use any of the communication channels indicated in this Code. This commitment is for everyone 34 SECTION V. MY COMMITMENT I have received a copy of the Code of Conduct, which I have read and understood, so I agree to abide by it faithfully. I will report, in a timely manner, any event that violates the provisions of this Code and I will express any doubt or suggestion that I may have through the previously-explained means. Your name: SECTION V. MY COMMITMENT D. My commitment Payroll # or ID: Company: Location: Date: Signature: Authorized by Grupo Proeza’s Risk, Audit and Compliance Committee March 2023 Do you want to declare any Conflict of Interest? Yes: No: Please explain the situation if you responded “Yes”. All members of the Grupo Proeza team are responsible for observing and following up on our Code, for the good of all parties involved. TRANSPARENCY. OUR CODE OF CONDUCT // GRUPO PROEZA 35 36 SECTION V. MY COMMITMENT TRANSPARENCY OUR CODE OF CONDUCT Te escuchamos www.proeza.com.mx/transparency TRANSPARENCY YOUR TRUSTED LINE 38