NATIONAL SECURITIES COMMISSION General Resolution 606/2012 Corporate Governance Code. Bs. As., 5/23/2012 HAVING SEEN File No. 1723/11, labeled "Corporate Governance Code - Modification of General Resolution No. 516", and WHEREAS: As stated in the Considering of Decree No. 677/01, on the Public Offering Transparency Regime, it is imperative to have adequate corporate governance practices and a regulatory framework that guarantees it, an objective materialized to date in General Resolution No. 516/07, issued by this COMMISSION. NACIONAL DE VALORES (hereinafter “Commission”). That the regulatory framework to be assigned to good corporate governance practices becomes relevant, considered as an instrument to protect the rights of investors, creditors and the general public, insofar as they avoid or, at least, restrict the possibility of disseminating asymmetric information . That the terms "corporate governance" refer to the way in which a company is managed and regulated, covering a wide spectrum of issues such as the role and operation of the Administrative Body, the transparency of the internal and external controls of the company and disclosure of information. That good corporate governance practices mitigate the occurrence of conflicts of interest, which produces a positive effect on the performance of companies and their valuation in the market. That the above statement is supported by evidence, both nationally and internationally. That the existence of a Corporate Governance Code acquires relevance in the sphere of Issuers authorized to publicly offer their negotiable securities, since it constitutes a consultation instrument for potential investors and reduces the financing cost of these entities. That, as a general rule, the Corporate Governance Code is structured based on principles and recommendations or good practices, where the principles state general concepts that underlie all good corporate governance, the recommendations suggest a framework for the application of those principles within the Issuer and are followed by comments indicating how to carry out the good practice in question. That, although the Corporate Governance Code establishes “minimum requirements”, the Issuers may exceed them at their discretion. That, given the dynamic nature of the principles and recommendations, their permanent review and updating is in order. That, in this sense, this modification to General Resolution No. 516/07 also contemplates the changes that have occurred in recent years in the local and international context, and has the purpose of generating a presentation design that facilitates the understanding of the issues by the Issuers and the users of the information issued by them, on the one hand, and the interpretation and processing of the responses by the Commission, on the other. That, with regard to the compliance scheme to be required from the Issuers affected, it is required to explain annually the compliance —total or partial— or the non-compliance with provisions related to the issues contemplated in the Annex to this General Resolution and any other that is received. That, in order to avoid unnecessary duplication in the disclosure of information, General Resolution No. 516/07 is nullified for fiscal years beginning on or after January 1, 2012. That it is appropriate to record the application of the Procedure for the Participative Elaboration of Norms, regulated by Decree No. 1172 of December 3, 2003. That this is issued in use of the powers conferred by articles 6 and 7 of Law No. 17,811 and 44 of the Annex approved by Decree No. 677/01. Therefore, THE NATIONAL SECURITIES COMMISSION RESOLVES: Article 1 —Approve as minimum contents of the Code of Corporate Governance, typical of the entities that are authorized to carry out a public offer of their negotiable securities (according to the definition set forth in article 1, sub. e), of Chapter XXX of the NORMS - NT 2001 and mod.), hereinafter “Issuers”, the principles and recommendations described in the Annex that integrates this General Resolution. Excluded from the definition of "Issuers", indicated above, are companies that qualify as Small and Medium Enterprises in the terms of the regulations of this Commission, those registered or that request their registration in the special registry to constitute global emission programs of debt securities with amortization terms of up to three hundred and sixty-five (365) days, cooperatives, associations and issuers of Financial Trusts and Cedears. Art. 2 — Substitute article 1 of Chapter XXIII —PERIODICAL INFORMATION REGIME— of the NORMS (NT 2001 and mod.), with the following text: “ARTICLE 1.- The Entities: 1) That they are in the regime of public offering of its negotiable securities, and 2) Those requesting authorization to enter the public offering system must submit the following documentation to the Commission: a) Annually: a.1) Report of the Administrative Body on the management of the year, complying with the requirements established in article 66 of Law No. 19,550. The Administrative Bodies, annually and for public dissemination, will include in the Annual Report, as a separate annex, a report on the degree of compliance with the Corporate Governance Code individualized as Annex IV of this Chapter XXIII. Excluded from the obligation indicated in the preceding paragraph are companies that qualify as Small and Medium Enterprises in the terms of the regulations of this Commission, those registered or that request their registration in the special registry to constitute global programs for the issuance of representative securities of debt with repayment terms of up to three hundred and sixty-five (365) days, cooperatives, associations and issuers of Financial Trusts and Cedears. The Administrative Body of each Issuer must: (i) report whether it fully complies with the principles and recommendations that make up the Corporate Governance Code and how it does so, or (ii) explain the reasons why it partially complies or does not comply with such principles and recommendations and indicate whether the Issuer contemplates incorporating what it does not adopt in the future. To this end, the Issuer must: - take the principles as general guidelines for action in corporate governance and the recommendations as a framework for the application of said principles within the Issuer, - notify about the points to be answered under each recommendation in accordance with a response structure that indicates: total compliance, partial compliance or non-compliance, as detailed at the end of Annex IV of this Chapter, - in case of compliance, include the respective information requested in each of the points, - In the event of partial compliance or non-compliance, justify it and indicate the actions planned by the Administrative Body for the next financial year or subsequent years, if any. Or the Administrative Body will indicate the reasons why it is not considered appropriate or applicable to follow up on the recommendation of the Commission in the Issuer in question, if such a circumstance exists. a.2) Financial statements in accordance with the provisions of articles 62 to 65 of Law No. 19,550 and in accordance with the standards that, for their preparation, are contained in Annex I of this Chapter. a.3) Informative review with the information required in point XXIII.11.4 of Annex I. a.4) Copy of the minutes of the Administrative Body through which the documentation mentioned in the preceding sections is approved. a.5) Report of the Supervisory Commission and/or the Surveillance Council in accordance with the provisions of articles 294 and 281 of Law No. 19,550. The Supervisory Commission must adjust its actions to the provisions of Technical Resolution No. 15 of the ARGENTINE FEDERATION OF PROFESSIONAL COUNCILS OF ECONOMICAL SCIENCES. a.6) Report of the External Auditor on the documents mentioned in sections a.2) and a.3), in accordance with the provisions of articles 10 to 12. a.7) List of controlled and related entities —direct or indirect— and of their regular and alternate members of the Administrative Body, for which purpose the forms available on the Financial Information Highway must be completed. The indicated documentation must be submitted within a period of SEVENTY (70) calendar days from the close of the fiscal year, or within TWO (2) days of its approval by the Administrative Body, whichever occurs first, and at least TEN ( 10) days before the date for which the Shareholders' Meeting that will consider it has been convened. b) Quarterly: b.1) Financial statements for interim periods adjusted in their preparation to the provisions of section a.2). In the event that the entity prepares its financial statements, based on the International Financial Reporting Standards, it may present its financial statements for interim periods in the condensed form provided for in International Accounting Standard No. 34. b.2) The documentation mentioned in sections a.3) to a.6) inclusive of this article. b.3) Variations that may have occurred in the period with respect to what was reported in a.7), and the information on the Financial Information Highway must also be updated, completing the respective forms. The indicated documentation must be submitted within FORTY-TWO (42) calendar days after the close of each quarter of the business year or within TWO (2) days of its approval by the Administrative Body, whichever occurs first. The presentation of financial statements and consolidated information for intermediate periods will be optional in the case of Issuers whose negotiable securities are listed in the general listing section of self-regulated entities. These Issuers may present the informative review for intermediate periods without the need for a report from the External Auditor, in such case having the character of an affidavit. The documentation referred to in sections a) and b) shall be published in the body of the self-regulated entity where the marketable securities issued are listed in accordance with the provisions of its regulations. In the case of Issuers that do not list their negotiable securities in self-regulated entities, the provisions of articles 13 and following of this Chapter shall apply. In all cases, the publication of the consolidated financial statements (when they exist) must precede the individual financial statements of the Issuer. This only means the change of location of the consolidated information, so the notes to the individual financial statements should not be altered, diminishing their importance, being able to make cross-references with the notes of the consolidated financial statements (and vice versa) to avoid repetitions between both. financial statement sets. What is expressed in the previous paragraph will be applicable for the submission of accounting information by the Financial Information Highway. The notes to the consolidated financial statements of the entities identified in item XXIII. 11.2 must contain all the information required in point XXIII.11.3, point 6, section c) of Annex I, being able to make cross-references with the notes of the consolidated financial statements (and vice versa) to avoid repetitions between both sets of financial statements. The presentation of the information to the Commission may be carried out following the same order in which it will be published”. Art. 3 — Substitute the text of Annex IV of Chapter XXIII of the NORMS (NT 2001 and mod.) by that of the Annex that integrates this General Resolution. Article 4 —Leave General Resolution No. 516/07 of 10/11/07 without effect for fiscal years beginning on or after January 1, 2012. Art . STANDARDS (NT 2001 and mod.) by the following text: “ARTICLE 89.- The reasoned report on the degree of compliance with the Corporate Governance Code, referred to in article 1 of Chapter XXIII, must be produced at the time the year-end financial statements are prepared, independently of these, to be included as a specific annex to the Annual Report under the title “Corporate Governance Code”. Additionally, it must also be uploaded to the Financial Information Highway as a Word file, separate from the Annual Report, titled in the same way. The Supervisory Committee and/or the Supervisory Board will be responsible for verifying the veracity of the information provided regarding the degree of compliance with the Corporate Governance Code in accordance with the provisions of article 294, subsections 5) and 9), and article 281, subsection e), of Law No. 19,550, and will reflect its evaluation in its year-end report.” Art. 6 — Substitute article 90 of Chapter XXXI — TRANSITIONAL PROVISIONS — of the NORMS (NT 2001 and mod.) by the following text: “ARTICLE 90.- The provisions regarding the report on the degree of compliance with the Corporate Governance Code contained in article 1 of Chapter XXIII will be applicable to the exercises that begin on or after January 1, 2012, accepting their early adoption. Art. 7 - Communicate, publish, give to the National Directorate of the Official Registry, join the Agency's website at www.cnv.gob.ar and file. — Hector O. Helman. — Hernan Fardi. — Alexander Vanoli. ANNEX IV INDEX PRINCIPLE I. TRANSPARENCY OF THE RELATIONSHIP BETWEEN THE ISSUER, THE ECONOMIC GROUP THAT IT LEADS AND/OR IS A PART OF, AND ITS RELATED PARTIES The corporate governance framework should: Recommendation I.1: Guarantee the disclosure by the Management Body of the policies applicable to the Issuer's relationship with the economic group that it heads and/or forms part of and with its related parties. Recommendation I.2: Ensure the existence of preventive mechanisms for conflicts of interest. Recommendation I.3: Prevent the improper use of privileged information. PRINCIPLE II. LAY THE BASIS FOR A SOLID MANAGEMENT AND SUPERVISION OF THE ISSUER The corporate governance framework should: Recommendation II.1: Guarantee that the Administrative Body assumes the administration and supervision of the Issuer and its strategic orientation. Recommendation II.2: Ensure effective Management Control of the Issuer. Recommendation II.3: Disclose the performance evaluation process of the Management Body and its impact. Recommendation II.4: That the number of external and independent members constitute a significant proportion in the Issuer's Management Body. Recommendation II.5: Commit to the existence of rules and procedures inherent to the selection and proposal of members of the Management Body and first-line managers of the Issuer. Recommendation II.6: Assess the advisability of having members of the Administrative Body and/or trustees and/or supervisory advisors perform functions in various Issuers. Recommendation II.7: Ensure the Training and Development of members of the Management Body and first-line managers of the Issuer. PRINCIPLE III. ENDORSE AN EFFECTIVE POLICY OF IDENTIFICATION, MEASUREMENT, ADMINISTRATION AND DISCLOSURE OF BUSINESS RISK In the corporate governance framework: Recommendation III: The Administrative Body must have a comprehensive business risk management policy and monitor its proper implementation. PRINCIPLE IV. SAFEGUARD THE INTEGRITY OF FINANCIAL INFORMATION WITH INDEPENDENT AUDITS The corporate governance framework should: Recommendation IV: Guarantee the independence and transparency of the functions entrusted to the Audit Committee and the External Auditor. PRINCIPLE V. RESPECT THE RIGHTS OF SHAREHOLDERS The corporate governance framework should: Recommendation V.1: Ensure that shareholders have access to the Issuer's information. Recommendation V.2: Promote the active participation of all shareholders. Recommendation V.3: Guarantee the principle of equality between shares and votes. Recommendation V.4: Establish protection mechanisms for all shareholders against takeovers. Recommendation V.5: Encourage the dispersion of the Issuer's shares. Recommendation V.6: Ensure that there is a transparent dividend policy. PRINCIPLE VI. MAINTAIN A DIRECT AND RESPONSIBLE LINK WITH THE COMMUNITY The corporate governance framework should: Recommendation VI: Provide the community with the disclosure of issues related to the Issuer and a direct communication channel with the company. PRINCIPLE VII. REMUNERATE FAIRLY AND RESPONSIBLY In the framework for corporate governance, it is necessary to: Recommendation VII: Establish clear remuneration policies for the members of the Administration Body and first-line managers of the Issuer, with special attention to the consecration of conventional or statutory limitations based on the existence or non-existence of profits. PRINCIPLE VIII. PROMOTE BUSINESS ETHICS Within the corporate governance framework, the following should be: Recommendation VIII: Guarantee ethical behavior at the Issuer. PRINCIPLE IX: DEEPEN THE SCOPE OF THE CODE The corporate governance framework should: Recommendation IX: Promote the inclusion of provisions that make good governance practices in the Bylaws. ANSWER ANNEX IV CONTENT PRINCIPLE I. TRANSPARENCY OF THE RELATIONSHIP BETWEEN THE ISSUER, THE ECONOMIC GROUP THAT IT LEADS AND/OR IS A MEMBER OF, AND ITS RELATED PARTIES The framework for corporate governance must: Recommendation I.1: Guarantee disclosure by the Management Body of policies applicable to the relationship of the Issuer with the economic group that it heads and/or integrates and with its related parties. Answer if: The Issuer has an internal rule or policy for the authorization of transactions between related parties in accordance with article 73 of Law No. 17,811, operations carried out with shareholders and members of the Administrative Bodies, first- line managers and trustees and/or supervisory directors, within the scope of the economic group that he heads and/or is a member of. Explain the main guidelines of the internal rule or policy. Recommendation I.2: Ensure the existence of preventive mechanisms for conflicts of interest. Answer if: The Issuer has, without prejudice to current regulations, clear policies and specific procedures for the identification, management and resolution of conflicts of interest that may arise between the members of the Management Body, first-line managers and trustees and/or directors. surveillance in its relationship with the Issuer or with people related to it. Make a description of the relevant aspects of them. Recommendation I.3: Prevent the improper use of privileged information. Answer if: The Issuer has, without prejudice to current regulations, affordable policies and mechanisms that prevent the improper use of privileged information by the members of the Administrative Body, first-line managers, trustees and/or supervisory board members, controlling shareholders or who exercise significant influence, intervening professionals and the rest of the persons listed in articles 7 and 33 of Decree No. 677/01. Make a description of the relevant aspects of them. PRINCIPLE II. LAY THE FOUNDATIONS FOR SOLID MANAGEMENT AND SUPERVISION OF THE ISSUER The framework for corporate governance must: Recommendation II.1: Guarantee that the Administrative Body assumes the administration and supervision of the Issuer and its strategic orientation. Answer if: II.1.1: the Administrative Body approves: II.1.1.1: the strategic or business plan, as well as the management objectives and annual budgets, II.1.1.2: the investment policy (in financial assets and in capital goods), and financing, II.1.1.3: the corporate governance policy (compliance with the Corporate Governance Code), II.1.1.4: the selection, evaluation and remuneration policy for top managers , II.1.1.5: the policy for assigning responsibilities to first-line managers, II.1.1.6: Supervision of succession plans for first-line managers, II.1.1.7: Corporate social responsibility policy, II.1.1.8: Comprehensive risk management and internal control policies , and fraud prevention, II.1.1.9: training and ongoing training policy for members of the Administrative Body and first-line managers, If there are these policies, describe their main aspects . II.1.2: If considered relevant, add other policies applied by the Administrative Body that have not been mentioned and detail the significant points. II.1.3: The Issuer has a policy aimed at guaranteeing the availability of relevant information for the decision-making of its Management Body and a channel for direct consultation of the management lines, in a way that is symmetrical for all its members ( executives, external and independent) equally and sufficiently in advance to allow proper analysis of its content. make explicit II.1.4: The issues submitted for consideration by the Management Body are accompanied by an analysis of the risks associated with the decisions that may be adopted, taking into account the level of business risk defined as acceptable by the Issuer. make explicit Recommendation II.2: Ensure effective Management Control of the Issuer. Answer if: The Administrative Body verifies: II.2.1: compliance with the annual budget and the business plan, II.2.2: the performance of the first-line managers and their compliance with the objectives set for them (the level of expected profits versus the of profits achieved, financial rating, quality of the accounting report, market share, etc.). Make a description of the relevant aspects of the Issuer's Management Control policy, detailing the techniques used and the frequency of monitoring carried out by the Administrative Body. Recommendation II.3: Disclose the performance evaluation process of the Management Body and its impact. Answer if: II.3.1: Each member of the Administrative Body complies with the Bylaws and, where appropriate, with the Operating Regulations of the Administrative Body. Detail the main guidelines of the Regulation. Indicate the degree of compliance with the Bylaws and Regulations. II.3.2: The Administrative Body presents the results of its management taking into account the objectives set at the beginning of the period, so that the shareholders can evaluate the degree of compliance with said objectives, which contain both financial and non-financial aspects. Additionally, the Administrative Body presents a diagnosis on the degree of compliance with the policies mentioned in Recommendation II, items II.1.1. and II.1.2. Detail the main aspects of the evaluation of the General Assembly of Shareholders on the degree of compliance by the Administrative Body with the objectives set and the policies mentioned in Recommendation II, points II.1.1 and II.1.2, indicating the date of the Assembly where said evaluation was presented. Recommendation II.4: That the number of external and independent members constitute a significant proportion in the Issuer's Management Body. Answer if: II.4.1: The proportion of executive, external and independent members (the latter defined according to the regulations of this Commission) of the Administrative Body is related to the capital structure of the Issuer. make explicit II.4.2: During the current year, the shareholders agreed through a General Assembly on a policy aimed at maintaining a proportion of at least 20% of independent members over the total number of members of the Administrative Body. Make a description of the relevant aspects of such policy and of any shareholders' agreement that allows understanding the way in which members of the Management Body are appointed and for how long. Indicate whether the independence of the members of the Administrative Body was questioned during the course of the year and whether there have been abstentions due to conflicts of interest. Recommendation II.5: Commit to the existence of rules and procedures inherent to the selection and proposal of members of the Management Body and first-line managers of the Issuer. Answer if: II.5.1: The Issuer has an Appointments Committee: II.5.1.1: made up of at least three members of the Management Body, most of them independent, II.5.1.2: chaired by an independent member of the Administrative Body, II.5.1.3: that it has members who demonstrate sufficient suitability and experience in human capital policy issues, II.5.1.4: that it meets at least twice a year. II.5.1.5: whose decisions are not necessarily binding for the General Assembly of Shareholders, but of a consultative nature in regard to the selection of the members of the Administrative Body. II.5.2: In the event of having an Appointments Committee, it: II.5.2.1: verifies the annual review and evaluation of its regulations and suggests modifications to the Administrative Body for approval, II.5.2.2: proposes the development of criteria (qualification, experience, professional and ethical reputation, others) for the selection of new members of the Management Body and first-line managers, II.5.2.3: identifies the candidates for members of the Management Body to be proposed by the Committee to the General Assembly of Shareholders, II.5.2.4: Suggests members of the Management Body who will be part of the different Committees of the Management Body according to their background, II.5.2.5: Recommends that the Chairman of the Board of Directors not be the General Manager of the Issuer, II.5.2.6: ensures the availability of the curriculum vitaes of the members of the Management Body and managers of the first line on the Issuer's website, where the duration of their mandates is specified in the first case, II. 5.2.7: Verifies the existence of a succession plan for the Administrative Body and first-line managers. II.5.3: If considered relevant, add policies implemented by the Issuer's Appointments Committee that have not been mentioned in the previous point. Recommendation II.6: Assess the advisability of having members of the Administrative Body and/or trustees and/or supervisory advisors perform functions in various Issuers. Answer yes: The Issuer establishes a limit for the members of the Management Body and/or trustees and/or supervisory directors to perform functions in other entities that are not part of the economic group headed and/or integrated by the Issuer. Specify said limit and detail if in the course of the year any violation of said limit was verified. Recommendation II.7: Ensure the Training and Development of members of the Management Body and first-line managers of the Issuer. Answer if: II.7.1: The Issuer has Continuous Training Programs linked to the existing needs of the Issuer for the members of the Administrative Body and first-line managers, which include topics about their role and responsibilities, the integral management of business risks, specific knowledge of the business and its regulations, the dynamics of corporate governance and issues of corporate social responsibility. In the case of the members of the Audit Committee, international accounting, auditing and internal control standards and specific capital market regulations. Describe the programs that were carried out during the year and their degree of compliance. II.7.2: The Issuer encourages, through other means not mentioned in II.7.1, the members of the Administrative Body and first-line managers to maintain permanent training that complements their level of training in a way that adds value to the Issuer. Indicate how you do it. PRINCIPLE III. ENDORSE AN EFFECTIVE POLICY OF IDENTIFICATION, MEASUREMENT, ADMINISTRATION AND DISCLOSURE OF BUSINESS RISK Within the framework for corporate governance: Recommendation III: The Administrative Body must have a comprehensive business risk management policy and monitor its proper implementation. Answer if: III.1: The Issuer has comprehensive business risk management policies (compliance with strategic, operational, financial, accounting reporting, laws and regulations, and others). Make a description of the most relevant aspects of them. III.2: There is a Risk Management Committee within the Administration Body or the General Management. Inform about the existence of procedures manuals and detail the main risk factors that are specific to the Issuer or its activity and the mitigation actions implemented. If there is no such Committee, it will be necessary to describe the supervisory role performed by the Audit Committee in reference to risk management. Likewise, specify the degree of interaction between the Administrative Body or its Committees with the General Management of the Issuer in matters of comprehensive business risk management. III.3: There is an independent function within the General Management of the Issuer that implements the comprehensive risk management policies (function of Risk Management Officer or equivalent). Specify. III.4: Comprehensive risk management policies are permanently updated in accordance with recognized recommendations and methodologies on the matter. Indicate which ones (Enterprise Risk Management, in accordance with the conceptual framework of COSO —Committee of sponsoring organizations of the Treadway Commission—, ISO 31000, IRAM 17551 standard, section 404 of the Sarbanes-Oxley Act, others). III.5: The Administrative Body communicates the results of the risk management supervision carried out jointly with the General Management in the financial statements and in the Annual Report. Specify the main points of the presentations made. PRINCIPLE IV. SAFEGUARD THE INTEGRITY OF FINANCIAL INFORMATION THROUGH INDEPENDENT AUDITS The framework for corporate governance must: Recommendation IV: Guarantee the independence and transparency of the functions entrusted to the Audit Committee and the External Auditor. Answer if: IV.1: When electing the members of the Audit Committee, the Administrative Body, taking into account that the majority must be independent, evaluates the advisability of having it chaired by an independent member. IV.2: There is an internal audit function that reports to the Audit Committee or the President of the Administrative Body and is responsible for evaluating the internal control system. Indicate whether the Audit Committee or the Administrative Body makes an annual evaluation of the performance of the internal audit area and the degree of independence of its professional work, understood as such that the professionals in charge of such function are independent of the other areas operations and also meet independence requirements with respect to controlling shareholders or related entities that exercise significant influence over the Issuer. Also specify whether the internal audit function performs its work in accordance with the international standards for the professional practice of internal auditing issued by the Institute of Internal Auditors (IIA). IV.3: The members of the Audit Committee make an annual evaluation of the suitability, independence and performance of the External Auditors, appointed by the Shareholders' Meeting. Describe the relevant aspects of the procedures used to carry out the evaluation. IV.4: The Issuer has a policy regarding the rotation of the members of the Supervisory Committee and/or the External Auditor; and regarding the latter, if the rotation includes the external audit firm or only the physical subjects. PRINCIPLE V. RESPECT SHAREHOLDERS' RIGHTS The corporate governance framework must: Recommendation V.1: Ensure that shareholders have access to the Issuer's information. Answer if: V.1.1: The Administrative Body promotes regular informative meetings with the shareholders, coinciding with the presentation of the interim financial statements. Specify, indicating the number and frequency of meetings held during the year. V.1.2: The Issuer has information mechanisms for investors and a specialized area to attend to their queries. Additionally, it has a website that shareholders and other investors can access, and that allows an access channel so that they can establish contact with each other. Detail. Recommendation V.2: Promote the active participation of all shareholders. Answer if: V.2.1: The Administrative Body adopts measures to promote the participation of all shareholders in the General Shareholders' Meetings. Be explicit, differentiating the measures required by law from those offered voluntarily by the Issuer to its shareholders. V.2.2: The General Assembly of Shareholders has a Regulation for its operation that ensures that the information is available to the shareholders, sufficiently in advance for decision-making. Describe its main guidelines. V.2.3: The mechanisms implemented by the Issuer are applicable so that minority shareholders propose matters to be discussed at the General Assembly of Shareholders in accordance with the provisions of current regulations. Make the results explicit. V.2.4: The Issuer has policies to encourage the participation of the most important shareholders, such as institutional investors. Specify. V.2.5: In the Shareholders' Meetings where appointments of members of the Management Body are proposed, the following are disclosed, prior to voting: (i) the position of each of the candidates regarding the adoption or not of a Corporate Governance Code; and (ii) the grounds for said position. Recommendation V.3: Guarantee the principle of equality between shares and votes. Answer yes: The Issuer has a policy that promotes the principle of equality between shares and votes. Indicate how the composition of outstanding shares by class has changed in the last three years. Recommendation V.4: Establish protection mechanisms for all shareholders against takeovers. Answer yes: The Issuer adheres to the compulsory takeover bid regime. Otherwise, specify whether there are other alternative mechanisms, provided by statute, such as the tag along or others. Recommendation V.5: Encourage the dispersion of the Issuer's shares. Answer yes: The Issuer has a share dispersion of at least 20 percent for its ordinary shares. Otherwise, the Issuer has a policy to increase its share dispersion in the market. Indicate the percentage of share dispersion as a percentage of the Issuer's capital stock and how it has varied over the course of the last three years. Recommendation V.6: Ensure that there is a transparent dividend policy. Answer yes: V.6.1: The Issuer has a dividend distribution policy provided for in the Bylaws and approved by the Shareholders' Meeting, which establishes the conditions for distributing dividends in cash or shares. If it exists, indicate the criteria, frequency and conditions that must be met for the payment of dividends. V.6.2: The Issuer has documented processes for the preparation of the proposal for the destination of the Issuer's accumulated results that result in the constitution of legal, statutory, voluntary reserves, transfer to a new fiscal year and/or payment of dividends. Specify these processes and detail in which Minutes of the General Assembly of Shareholders the distribution (in cash or shares) or not of dividends was approved, if not provided for in the Bylaws. PRINCIPLE VI. MAINTAIN A DIRECT AND RESPONSIBLE LINK WITH THE COMMUNITY The framework for corporate governance must: Recommendation VI: Provide the community with disclosure of matters relating to the Issuer and a direct communication channel with the company. Answer if: VI.1: The Issuer has an updated public access website that not only provides relevant information about the company (by- laws, economic group, composition of the Administrative Body, financial statements, Annual Report, among others) but also also collect concerns from users in general. VI.2: The Issuer issues a Social and Environmental Responsibility Balance on an annual basis, with verification by an independent External Auditor. If it exists, indicate its legal or geographical scope or coverage and where it is available. Specify what standards or initiatives have been adopted to carry out their corporate social responsibility policy (Global Reporting Initiative and/or the United Nations Global Compact, ISO 26000, SA8000, Millennium Development Goals, SGE 21-Foretica, AA 1000, Equator Principles, among others). PRINCIPLE VII. REMUNERATE FAIRLY AND RESPONSIBLY Within the framework for corporate governance, the following must be done: Recommendation VII: Establish clear remuneration policies for the members of the Administration Body and first-line managers of the Issuer, with special attention to the consecration of conventional or statutory limitations based on the existence or non-existence of profits. Answer if: VII.1: The Issuer has a Remuneration Committee: VII.1.1: made up of at least three members of the Management Body, mostly independent, VII.1.2: chaired by an independent member of the Management Body, VII.1.3: that it has members who demonstrate sufficient suitability and experience in human resource policy issues, VII.1.4: that it meets at least twice a year. VII.1.5: whose decisions are not necessarily binding for the General Assembly of Shareholders or for the Supervisory Board, but of an advisory nature with regard to the remuneration of the members of the Administrative Body. VII.2: If there is a Remuneration Committee, it: VII.2.1: ensures that there is a clear relationship between the performance of key personnel and their fixed and variable remuneration, taking into account the risks assumed and their administration, VII.2.2: supervises that the variable portion of the remuneration of members of the Administrative Body and first-line managers is linked to the medium and/or long-term performance of the Issuer, VII.2.3: reviews the competitive position of the Issuer's policies and practices with respect to remuneration and benefits of comparable companies, and recommends changes or not, VII.2.4: defines and communicates the policy of retention, promotion, dismissal and suspension of key personnel, VII.2.5: informs the guidelines to determine the retirement plans of the members of the Management Body and first-line managers of the Issuer, VII.2.6: regularly reports to the Management Body and the Shareholders' Meeting on the actions undertaken and the issues discussed at its meetings, VII.2.7: guarantees the presence of the Chairman of the Remuneration Committee at the General Assembly of Shareholders that approves the remuneration to the Management Body so that it can explain the Issuer's policy regarding the remuneration of the members of the Management Body and managers From first line. VII.3: If considered relevant, mention the policies applied by the Issuer's Remuneration Committee that have not been mentioned in the previous point. VII.4: In case of not having a Remuneration Committee, explain how the functions described in VII. 2 are carried out within the Administration Body itself. PRINCIPLE VIII. PROMOTE BUSINESS ETHICS Within the corporate governance framework, the following should be: Recommendation VIII: Guarantee ethical behavior at the Issuer. Answer yes: VIII.1: The Issuer has a Code of Business Conduct. Indicate main guidelines and if it is known to all audiences. Said Code is signed by at least the members of the Administrative Body and first-line managers. Indicate if its application is encouraged to suppliers and customers. VIII.2: The Issuer has mechanisms to receive complaints of any illicit or unethical conduct, in person or by electronic means, guaranteeing that the information transmitted meets high standards of confidentiality and integrity, such as registration and preservation of information. Indicate whether the service for receiving and evaluating complaints is provided by Issuer personnel or by external and independent professionals for greater protection of whistleblowers. VIII.3: The Issuer has policies, processes and systems for the management and resolution of the complaints mentioned in point VIII.2. Make a description of the most relevant aspects of the same and indicate the degree of involvement of the Audit Committee in said resolutions, in particular in those complaints associated with internal control issues for accounting reporting and on the conduct of members of the Administrative Body and managers. from the first line. PRINCIPLE IX: DEEPEN THE SCOPE OF THE CODE The framework for corporate governance must: Recommendation IX: Promote the inclusion of provisions that make good governance practices in the Bylaws. Answer if: The Administrative Body evaluates whether the provisions of the Corporate Governance Code should be reflected, totally or partially, in the Bylaws, including the general and specific responsibilities of the Administrative Body. Indicate which provisions are effectively included in the Bylaws from the effective date of the Code to the present. RESPONSE STRUCTURE - ANNEX IV Report on the degree of compliance with the Corporate Governance Code (1) Mark with a cross if applicable. (2) In case of total compliance, report how the Issuer complies with the principles and recommendations of the Corporate Governance Code. (3) In the event of partial compliance or noncompliance, justify why and indicate what actions the Issuer's Administrative Body plans to incorporate what it does not adopt in the next fiscal year or subsequent years, if any.