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Corporate governance

Code of Business Ethics and Conduct

Last updated: October 1, 2026

PAREX COLOMBIA S.A.S. · Version 01

This is an English translation of the Código de Ética y Conducta Empresarial issued under Colombian law. If there is any discrepancy, the Spanish version prevails.

1. Message from the sole shareholder

At Parex we believe trust is the most valuable asset of a financing business. We are a recently founded company and, precisely for that reason, we want to build our organizational culture on solid foundations of integrity, transparency and compliance from day one, well before the law requires us to. This Code of Business Ethics and Conduct sets out the principles and rules of behavior we expect from those who work with us and on our behalf, and it is mandatory for everyone.

2. Purpose

To establish the ethical principles, corporate values and behavioral guidelines that must guide the conduct of Parex Colombia S.A.S. and of everyone connected to it, in order to promote a culture of integrity, transparency and compliance, prevent corruption, transnational bribery, fraud and money laundering, and strengthen the trust of the Company’s clients, employees, suppliers, authorities and other stakeholders.

3. Scope

This Code applies to the Sole Shareholder, the Legal Representative, the Compliance Officer, all Parex employees (regardless of the type of engagement or level of position), and to contractors, suppliers and other third parties acting on behalf of or representing the Company, or dealing with it in the course of its factoring activity. Compliance with it is a condition for starting and continuing any contractual, employment or commercial relationship with Parex.

4. Legal framework

This Code is issued as a complementary and inseparable document of Parex’s Compliance Policy for the Self-Control and Risk Management System for ML/TF/FP and C/TB (Sistema de Autocontrol y Gestión de Riesgos LA/FT/FP y C/ST), and is framed, among others, by the following regulations:

  • Chapter IX of the Circular Básica Jurídica of the Superintendencia de Sociedades, External Circular 100-000020 of 2026, which merged SAGRILAFT (former Chapter X, Circular 100-000016 of 2020) and PTEE (former Chapter XIII, Circular 100-000011 of 2021) into a single System, with one policy, one manual and a common code of ethics.
  • Law 1474 of 2011 (Anti-Corruption Statute).
  • Law 1778 of 2016, on the liability of legal entities for acts of transnational corruption.
  • The Substantive Labor Code and other labor regulations applicable to the relationship with employees.
  • Law 1581 of 2012, on personal data protection.
  • Law 1676 of 2013 and Decree 2669 of 2012, on factoring.
  • The Code of Commerce and Law 1258 of 2008, regarding the operation of the company and the duties of its directors and officers.

5. Our principles and values

The following values guide how Parex does business and relates to its stakeholders:

Integrity: We act with honesty and consistency between what we say and what we do, even when no one is watching.

Transparency: We give our clients, suppliers and authorities clear, truthful and timely information about our operations and financing terms.

Trust: We treat every relationship as the foundation of our business: we deliver what we promise, on the agreed terms and timelines.

Responsibility: We own the consequences of our decisions and act diligently in managing the resources clients and suppliers entrust to us.

Legality: We comply with the law and reject any practice of corruption, bribery, fraud or money laundering, without exception.

Respect: We treat employees, clients, suppliers and the community at large with dignity and without discrimination.

6. Ethical commitments to our stakeholders

6.1. To employees

  • Provide fair and respectful treatment, free from discrimination on grounds of gender, race, religion, sexual orientation, political opinion or any other condition.
  • Reject any form of workplace or sexual harassment, and provide a channel to report it confidentially.
  • Ensure safe working conditions and compliance with labor and social security obligations.
  • Promote professional development and continuous training, including training on ML/TF/FP and C/TB risks.

6.2. To clients and counterparties (invoice originators and payers)

  • Offer clear financing terms, transparently disclosing rates, terms and other applicable conditions.
  • Not onboard counterparties without completing the due diligence process set out in the Compliance Policy.
  • Protect our counterparties’ information and personal data, using them only for authorized purposes.
  • Handle our clients’ requests, complaints and claims diligently and promptly.

6.3. To suppliers and contractors

  • Select suppliers and contractors on objective criteria, without undue favoritism or undeclared conflicts of interest.
  • Meet agreed payments and terms on time.
  • Require suppliers and contractors to meet minimum standards of ethics and integrity where applicable to the contractual relationship.

6.4. To the State and authorities

  • Comply with current regulations and respond promptly to requests from the Superintendencia de Sociedades, the UIAF and other competent authorities.
  • Not offer, promise or give gifts, commissions or undue benefits to public officials, in Colombia or abroad.
  • Act transparently in any public procurement process in which the Company may take part.

6.5. To competitors and the market

Parex competes fairly, on the basis of the quality of its products and financing terms, refraining from anti-competitive practices, corporate espionage or spreading false or unfair information about other market participants.

6.6. To the community

Parex recognizes its responsibility toward the construction sector it serves and toward the community at large, and directs its activity toward commercial relationships that create sustainable value for its clients and suppliers.

7. Specific conduct and guidelines

7.1. Conflict of interest

A conflict of interest exists when an employee, director or officer, or counterparty is in a situation where their personal or family interest, or that of a third party, may take precedence over the interest of Parex. Anyone in an actual or potential conflict of interest must disclose it immediately to the Compliance Officer or their direct superior, and abstain from taking part in the relevant decision until the applicable control measures are determined.

7.2. Gifts, hospitality and gratuities

The limit set in the Compliance Policy applies: gifts or hospitality may not exceed COP $200,000 per event, nor occur more than three (3) times a year with the same third party; they may never consist of cash, nor be received or offered in the context of an ongoing negotiation or contract award.

7.3. Representation and travel expenses

Travel, meal or lodging expenses related to Parex’s activity must be reasonable, properly documented and approved in advance by Senior Management.

7.4. Political contributions, donations and lobbying

Parex, as a legal entity, does not make contributions to political campaigns. Every donation must be approved in advance by the Compliance Officer, go to lawful causes and be preceded by due diligence on the beneficiary. Any lobbying before public authorities must be carried out transparently and with the prior knowledge of the Compliance Officer.

7.5. Fraud prevention

  • Fraud is any intentional conduct aimed at obtaining an undue benefit for oneself or a third party to the detriment of Parex, its clients or its suppliers (for example, falsifying invoices, identity theft or simulating factoring operations).
  • Any employee who identifies a possible fraud must report it immediately to the Compliance Officer.
  • Parex will take the corrective, disciplinary and legal measures that apply to proven acts of fraud.

7.6. ML/TF/FP prevention and cash handling

Every employee must know and apply the due diligence, red flag and suspicious transaction reporting guidelines in the Compliance Policy. Parex does not receive or deliver cash to its counterparties, except for the strictly necessary handling of petty cash.

7.7. Handling of confidential information and personal data

Information about clients, suppliers, employees and the Company itself is confidential and may only be used for authorized purposes. Personal data is processed in accordance with applicable regulations and only by authorized personnel.

7.8. Proper use of Company assets and resources

Parex’s equipment, information systems, financial resources and other assets must be used exclusively for purposes related to its corporate purpose, with care and diligence, avoiding misuse or use for personal benefit.

7.9. Social media and external communications

Employees must act prudently when referring to Parex on social media or public channels, refraining from disclosing confidential information or expressing personal opinions that compromise the Company’s reputation.

8. Duties and prohibitions of employees and contractors

Duties

  • Know and comply with this Code, the Compliance Policy and the procedures that implement them.
  • Act with honesty, diligence and good faith in performing their duties.
  • Report to the Compliance Officer any situation contrary to this Code, including conflicts of interest, fraud, corruption or unusual transactions.
  • Take part in the ethics and compliance training scheduled by the Company.

Prohibitions

  • Offer, request, accept or give gifts, commissions or undue benefits in exchange for favoring a third party in any relationship with Parex.
  • Use Parex’s resources, name or information to obtain personal benefits or benefits for third parties.
  • Carry out or conceal transactions that may constitute money laundering, terrorist financing or fraud.
  • Disclose confidential information of the Company, its clients or suppliers without proper authorization.

9. Communication, inquiry and reporting channels

Anyone may raise questions about the interpretation of this Code or report in good faith facts that may breach it through the following channels, with the reporter’s confidentiality guaranteed and retaliation against them strictly prohibited:

Every report will be analyzed by the Compliance Officer, who will carry out the necessary checks and keep the reporter’s identity confidential, unless required by a competent authority.

10. Sanctions and consequences

Breach of this Code will be considered a serious offense and will lead to the corresponding measures and sanctions under the Internal Work Regulations, the contractual clauses applicable to suppliers and contractors, and termination of the contractual or commercial relationship where the seriousness of the facts warrants it, without prejudice to any criminal, civil or administrative actions.

11. Disclosure, training and acceptance

This Code will be shared with all employees from the start of their engagement and with relevant suppliers and contractors. Every employee will record in writing that they have read, understood and accepted it. Parex will include ethics and compliance topics in its onboarding programs and in the annual ML/TF/FP and C/TB risk training set out in the Compliance Policy.

12. Approval, validity and updates

This Code was approved by the Sole Shareholder of Parex Colombia S.A.S. through Minutes No. 1 of September 30, 2026 and is effective as of October 1, 2026. It must be reviewed at least once a year, together with the Compliance Policy, or earlier if regulatory or operational changes justify it. Any amendment requires the approval of the Sole Shareholder, on the proposal of the Legal Representative and the Compliance Officer.

13. Related documents

  • Compliance Policy of the Self-Control and Risk Management System for ML/TF/FP and C/TB (SAGRILAFT – PTEE).
  • Certification of appointment of the Compliance Officer.
  • Corporate Governance Code.
  • Personal Data Processing Policy.
  • Internal Work Regulations.