Corporate Governance Code

PAREX COLOMBIA S.A.S. · NIT 902.100.505-9

This is an English translation of the Código de Gobierno Corporativo issued under Colombian law. If there is any discrepancy, the Spanish version prevails.

Preamble

This Corporate Governance Code (hereinafter, the "Code") is adopted by the sole shareholder of PAREX COLOMBIA S.A.S., a simplified stock company with its principal place of business in Bogotá D.C., identified with NIT 902.100.505-9 and commercial registration No. 04147376 of the Bogotá Chamber of Commerce (hereinafter, "PAREX" or the "Company"). The Code sets out the rules on management, control, transparency and handling of conflicts of interest that govern the Company in its current structure, and establishes the rules that will apply when new shareholders or funders join. It is issued under Law 1258 of 2008, Law 222 of 1995, the Code of Commerce and the instructions of the Superintendencia de Sociedades, in particular the Circular Básica Jurídica adopted by External Circular 100-000020 of July 2, 2026.

Chapter I. General provisions

Clause one. Purpose

The purpose of the Code is to establish the principles, bodies, procedures and controls that guide the direction and management of PAREX, protect the interests of the Company, its creditors, clients and funders, and ensure compliance with the law.

Clause two. Scope

The Code binds the sole shareholder and anyone who acquires shares in the future, the legal representative and their alternate when appointed, the members of the board of directors when it is created, the statutory auditor when there is one, and employees and contractors to the extent applicable to them.

Clause three. Hierarchy

In case of conflict, the law and the bylaws prevail over the Code. The Code complements, and does not replace, the manual of 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 the Company’s Personal Data Processing Policy.

Clause four. Principles

PAREX and its directors and officers act under the principles of legality, transparency, loyalty, diligence, prudent risk management, fair treatment of shareholders and accountability.

Chapter II. Activity and operating limits

Clause five. Activity

PAREX operates a construction materials marketplace and finances construction companies’ purchases through confirming, receivables purchase and electronic invoice discounting operations, an activity registered under CIIU code 6493.

Clause six. Prohibition on taking deposits from the public

PAREX will carry out its operations exclusively with its own resources or with resources obtained through borrowing in its own name from identified creditors. The Company, its directors and officers and its employees are prohibited from taking or collecting money from the public on a massive and habitual basis, under article 335 of the Colombian Constitution and Decree 1981 of 1988, and from offering third parties returns, participations or the repayment of sums of money in exchange for resources to fund the portfolio. Every borrowing, issuance or funder onboarding operation must have a prior legal opinion confirming it does not constitute taking deposits from the public.

Clause seven. Funding rules

Without prejudice to the previous clause: (a) the number of the Company’s financial creditors will remain limited and each will be identified and subject to due diligence; (b) no borrowing offers will be made to undetermined persons or through mass media; (c) no contract with suppliers or construction companies may involve PAREX receiving into its own accounts sums of money subject to an obligation of repayment, such as advances or deposits. This prohibition does not cover guarantees that construction companies or their co-debtors grant in favor of PAREX over assets that remain in their own estate and in the custody of a third party, such as the pledge of certificates of deposit issued by entities supervised by the Superintendencia Financiera, under Law 1676 of 2013; and (d) the legal representative will keep a record of all funding sources.

Clause eight. Fees and usury limit

The compensation PAREX charges construction companies must correspond to services actually rendered and documented. Before launching or changing any compensation scheme, the legal representative will verify, with a legal opinion, that the total cost to the client does not exceed the limits of article 884 of the Code of Commerce or constitute the offense set out in article 305 of the Criminal Code.

Clause nine. Credit risk

The Company will maintain a written credit analysis policy defining admission criteria, credit lines, maximum concentration per construction company and per project, required guarantees, including joint and several co-debtors, and coverage through trade credit insurance. No operation will be disbursed outside the approved credit lines.

Chapter III. Governing bodies

Clause ten. General shareholders’ meeting

The General Shareholders’ Meeting is the highest corporate body. While the Company has a sole shareholder, that shareholder will exercise all the powers of the Meeting, and its decisions will be recorded in minutes signed by them and registered when required by law, under Law 1258 of 2008. Without prejudice to the other legal and statutory functions, the Meeting is responsible for: (a) approving the year-end financial statements; (b) approving the credit analysis policy and its concentration limits; (c) authorizing borrowing above the amount set in Clause twelve; (d) approving related-party transactions; and (e) approving and amending this Code.

Clause eleven. Legal representative

The management and legal representation of the Company correspond to the legal representative. Their duties are those of article 23 of Law 222 of 1995: to act in good faith, with loyalty and with the diligence of a prudent businessperson, in the interest of the Company. They are liable under article 24 of the same law.

Clause twelve. Limits on the legal representative

From the entry of a second shareholder or the creation of a board of directors, the following will require prior authorization from the Meeting or the board, as determined in the bylaws: (a) borrowing or guarantee contracts binding the Company for more than the equivalent of 500 SMMLV (Colombian monthly minimum wages), individually or in related operations; (b) the sale or encumbrance of the portfolio, except endorsements and assignments in the ordinary course of confirming operations; and (c) changes to the credit analysis policy. While there is a sole shareholder, the legal representative will keep a written record of these decisions.

Clause thirteen. Alternate

The Company will seek to appoint an alternate legal representative to replace them in their absolute, temporary or occasional absences, in order to ensure continuity of operations and of obligations to clients, funders and authorities.

Clause fourteen. Board of directors and advisory committee

The Company is not required to have a board of directors, under article 25 of Law 1258 of 2008. The Meeting may create an advisory committee without decision-making powers. When new institutional shareholders join or funding contracts require it, the Meeting will evaluate creating a board of directors with at least one independent member, through an amendment to the bylaws.

Clause fifteen. Statutory audit

The Company will appoint a statutory auditor when required under paragraph 2 of article 13 of Law 43 of 1990 or when its funders require it. Until then, it may engage a voluntary external audit of its financial statements.

Chapter IV. Conflicts of interest and related parties

Clause sixteen. Definition

A conflict of interest exists when a director or officer, shareholder, employee or their relatives up to the second degree of consanguinity, second degree of affinity or first civil degree, or companies in which they hold an interest or management positions, have an interest that may be contrary to the Company’s interest in an operation or decision.

Clause seventeen. Procedure

Anyone in a conflict will disclose it in writing and abstain from taking part in the decision. Under item 7 of article 23 of Law 222 of 1995 and Decree 1074 of 2015, a director or officer with a conflict may act only with the authorization of the Meeting, providing all relevant information and without voting if they are a shareholder. Authorization will be granted only when the operation does not harm the Company’s interests. While there is a sole shareholder who is also the legal representative, their operations with the Company will be documented in minutes showing market conditions.

Clause eighteen. Related-party transactions

Related parties are the controlling shareholder, the directors and officers, their relatives in the degrees indicated and the companies controlled by any of them. PAREX will not grant financing to or purchase receivables from related parties except on market terms and with prior authorization from the Meeting. Any future affiliation of the Company with another company will require registering the control situation or business group in the commercial registry, under article 30 of Law 222 of 1995, and a written agreement on transfer pricing, brand use and data processing.

Clause nineteen. Gifts and hospitality

Directors and officers, employees and contractors may not receive or give gifts, hospitality or courtesies that could compromise their independence. Their value may not exceed two hundred thousand Colombian pesos (COP $200,000), or its equivalent in US dollars, per event, nor occur more than three (3) times a year with the same third party, in accordance with the policy of the Company’s Self-Control and Risk Management System for ML/TF/FP and C/TB. In case of discrepancy, that policy prevails.

Chapter V. Compliance and control

Clause twenty. Self-control and risk management system

The Company will implement the Self-Control and Risk Management System for ML/TF/FP and C/TB under Chapter IX of the Circular Básica Jurídica of the Superintendencia de Sociedades, adopted by External Circular 100-000020 of 2026, when required, and in any case will apply due diligence to suppliers, construction companies, co-debtors, funders and partners, including identification of beneficial owners and screening against restrictive lists. The highest corporate body will approve the system’s policy and appoint the compliance officer when the regulation requires it.

Clause twenty-one. Anti-corruption

The Company prohibits offering, promising or giving money or benefits to national or foreign public officials, or to private parties, to obtain undue advantages, under Law 1778 of 2016 and Law 2195 of 2022.

Clause twenty-two. Whistleblower channel

The Company provides the email address compliance@parex.ai for confidentially reporting conduct contrary to the law or to this Code. Any retaliation against anyone who reports in good faith is prohibited.

Clause twenty-three. Data protection

Directors and officers will ensure compliance with Law 1581 of 2012 and Law 1266 of 2008 in accordance with the Company’s Personal Data Processing Policy.

Chapter VI. Transparency and information

Clause twenty-four. Financial information

The Company will keep its accounts under the financial reporting standards applicable to Group III, prepare year-end financial statements and send them to the Superintendencia de Sociedades when requested.

Clause twenty-five. Information to funders and partners

The Company will provide its financial creditors, credit insurer and partner banks with the information agreed in the respective contracts on portfolio performance and delinquency, without disclosing personal data beyond what is authorized.

Clause twenty-six. Inspection right

When the Company has more than one shareholder, they may exercise the inspection right under article 20 of Law 1258 of 2008 and the bylaws.

Chapter VII. Final provisions

Clause twenty-seven. Non-compliance

Non-compliance with the Code by directors and officers may lead to their removal and to the liability actions of articles 24 and 25 of Law 222 of 1995; by employees, to the sanctions set out in the internal regulations and labor law.

Clause twenty-eight. Amendment

The Code may be amended by the General Shareholders’ Meeting. It must be reviewed at least once a year and, in any case, when a new shareholder or institutional funder joins.

Clause twenty-nine. Disclosure

The Code will be delivered to directors and officers, employees and contractors, and may be delivered to clients, funders and partners who request it.

Clause thirty. Validity

The Code is effective from its approval by the sole shareholder, recorded in the minutes dated October 1, 2026.