CODE OF CONDUCT

Integrity, our essence

CODE OF CONDUCT
Integrity, our essence
Grupo Empresarial Argos 1 is an organization committed to the
sustainability of its operations, investments and businesses. We
define sustainability as the creation of value in a responsible
manner for all our shareholders, striking a balance between
financial profitability, social development and inclusion, and the
reduction of our environmental impact, based on the principles of
the Global Compact and our Good Governance Code.

In the framework of transparent, ethical and innovative actions,

Grupo Argos promotes a long-term vision for the sustainability and
competitiveness of the businesses it invests in. We seek total
transparency in our activities with our Shareholders, Employees,
Customers, Communities, Suppliers, Authorities, Competitors and,
in general, all our Stakeholders.2

1 For the effects of this Code, Grupo Empresarial Argos is defined as Grupo Argos S.A. and all the
companies registered in the mercantile registry as members of the Grupo Empresarial Argos.
2 The terms used in upper case in this Code of Business Conduct are defined in the Glossary
included at the end of this document.
 CONTENTS
I. Initial Considerations 6

1. What is the Code of Business Conduct? 8

2. Who must comply with the Code of Business Conduct? 9

II. How do we behave at Grupo Argos? 10

1. We are friendly and respectful 12

2. We respect employees rights 12

3. We provide safe work conditions 13

4. We manage our external activities appropriately 15

5. We manage information with responsibility 16

6. We manage our personal investments appropriately 17

7. We manage our political activities with responsibility 18

8. We adequately manage the properties of Grupo Argos 18

9. We adequately manage our relationships with relatives 19

III. How do we behave in our daily activities? 20

1. We avoid promoting any form of corruption 22

2. We adequately manage giving and receiving gifts and entertainment 22

3. We abide by the laws, rules and regulations at all times 24

4. We manage our public statements with responsibility 24

5. We are committed to the conservation of the environment 25

6. We compete in a fair and loyal manner 26

IV. How do we behave with our stakeholders? 28

1. Shareholders 30

2. Employees 30

3. Customers 30

4. Communities 31

5. Suppliers 31

6. Authorities 33

V. What is conflict of interest and how do we manage it? 34

1. What is a Conflict of Interest? 36

2. How do we manage a Conflict of Interest? 37

VI. What do we do when we have concerns or knowledge about 40

a Wrongdoing?

VII. How do we manage compliance with the Code of Business

Conduct? 44

1. Business Conduct Committee 46

2. Business Conduct Officer 47

3. Investigative Officers 48

VIII. How do we penalize Wrongdoing? 50

Glossary 54
CHAPTER I
INITIAL
CONSIDERATIONS
CODE OF CONDUCT

1 What is the Code of Business Conduct?

The Code of Business Conduct is a guide for behavior that

complements our good judgment and common sense, to help us
adopt conducts that will make us proud and that will maintain the
positive image of Grupo Argos and of all the member companies
of Grupo Empresarial Argos. This Code promotes the generation
of value in a responsible manner.

Thus, our Code of Business Conduct is a tool that helps us

behave at all times with Integrity as the inspiring principle of the
activities of Grupo Argos.

Integrity means doing the right thing. In other words, acting at

all times in a responsible, honest, upright, serious, transparent
manner in abidance with the Law and with the policies
established by Grupo Argos management.

In order to establish whether we are acting correctly and

responsibly, before undertaking any activity, we must always
ask ourselves:

1. Does this conduct negatively affect the Grupo Empresarial

Argos?
2. Does this conduct negatively affect the shareholders of
Grupo Empresarial Argos?
3. Is this conduct illegal?
4. Is this conduct in disagreement with the Code of
Business Conduct?
5. Does this conduct personally benefit me, my relatives or
friends, to the detriment of Grupo Empresarial Argos?
6. Would I feel uncomfortable if this conduct were to appear in
the media or were broadly disseminated?

8 CHAPTER I INITIAL CONSIDERATIONS

 If the answer to any of the above questions is affirmative, we
should refrain from engaging in the respective conduct.

Who must comply with the Code of Business

2 Conduct?

The Code of Business Conduct is approved by the Board of

Directors of Grupo Argos. All Employees and Directors of
member companies of Grupo Empresarial Argos must abide by
the guidelines established in this Code, independently of the
country we are in.

In the event for any reason there is a conflict between local Law
and the Code of Business Conduct, we shall comply firstly with the
Law, and secondly, with the Code. If we require any orientation in
this regard, we may contact the Business Conduct Officer of each
company.

Employees must demand and ensure that anyone hired as an

agent or to work in the name or on behalf of Grupo Argos is aware
of and complies with this Code of Business Conduct.

CHAPTER I INITIAL CONSIDERATIONS 9

CHAPTER II
HOW DO WE
BEHAVE AT
GRUPO ARGOS?
CODE OF CONDUCT

1 We are friendly and respectful

We make sure that our interactions with our co-workers and the
people we have contact with are always polite and respectful. We
seek to ensure that the spirit of collaboration, teamwork and loyalty
towards Grupo Empresarial Argos prevails.

We respect the beliefs and ideologies of our co-workers and their

families; we do not promote religious groups or political participation
within Grupo Argos.

2 We respect employees rights

We promote the protection of labor rights and we incorporate in our

businesses all practices aimed at ensuring that they are respected.

We respect the following principles:

We do not force or submit anyone to forced labor.

We respect the opportunity for the physical and mental
development of minors to their full potential. We do not hire
minors as defined by applicable law in the various jurisdictions
where Grupo Argos is present.

We offer a work environment free from harassment, abuse or

physical punishment of any form.

Under no circumstance will the work hours we establish for

Employees be above the maximum allowed in applicable
legislation.

12 CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS?

 We treat all Employees with respect and dignity at the workplace
and provide an environment free from discrimination.

We remunerate Employees with salaries and wages that comply

with applicable legal provisions and respect regulations related
to minimum wages, overtime and days off, and recognize and
pay the benefits defined by applicable law.

We hire, pay and promote all Employees based on their abilities to

perform the work and not on their personal characteristics or
beliefs.

We recognize the Employees right to organize and to join or not to

join unions, as long as this right is freely exercised, and to enter
into collective bargaining agreements or collective agreements
according to law.

3 We provide safe work conditions

We are committed to protecting the health and safety of all those who
work at our offices, facilities and plants.

Our corporate policy is to identify and assess the risks involved in our
activities that may affect the health and safety of our Employees and
of the employees of our suppliers, and to perform monitoring and
auditing to verify compliance with safe procedures.

We carry out activities to provide training to all persons before they

enter our offices, plants and facilities, on the risks involved in the

CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS? 13

CODE OF CONDUCT

workplace, on the way to prevent risks from materializing and on

the use of adequate protection equipment.

We have qualified personnel responsible for handling and managing

industrial safety and occupational health risks who constantly monitor
the risk prevention policies and any accidents or incidents that may
occur, with the objective of continuously improving the protection of the
safety and health of our employees and Suppliers.

Before any work begins, we inform our Employees and Suppliers

about our industrial safety and occupational health programs and
require their compliance. Also, whenever appropriate, we request
our suppliers to submit programs indicating the measures they
have in place to ensure safety at the workplace and the plans they
use to assess and prevent the risks involved in the Suppliers
activities.

The Suppliers employees who perform high-risk work, as defined

in applicable legislation in each country we operate in, must have
the special permits prescribed in applicable law issued by the
competent authorities.

We are oriented towards the prevention of accidents and

occupational illnesses, and to this end we design and maintain
training procedures and systems for their prevention, treatment and
monitoring. We comply with all applicable laws and regulations
related to occupational health and safety, and in countries where
such regulations do not exist or are insufficient, we are committed
to implementing practices that guarantee adequate protection of
the safety of our employees in performing their work.

14 CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS?

4 We manage our external activities appropriately

We do not carry out any activities outside of Grupo Argos if they

generate a Conflict of Interest with Grupo Argos, interfere with our
responsibilities towards Grupo Argos or imply any risk to the
reputation of Grupo Argos.

We do not obtain special favors or preferences by taking advantage

of our capacity as Directors or Employees of Grupo Argos. We only
receive gratuities when they are offered in a clear and equal manner to
all Directors or Employees, and if they have been expressly
authorized by Grupo Argos.

We cannot perform paid work for third parties working in the same
type of activities we perform according to our work contract, even if
we do it in our free time.

We can be shareholders or partners in businesses outside Grupo

Argos, as long as (a) this does not interfere with our work at Grupo
Argos, and it does not involve performing activities that are similar or
complementary to those performed by Grupo Argos, (b) we do so in
our free time, (c) it has been previously and expressly approved by
the President or Vice-President of the respective area and (d) it has
been adequately disclosed in our Annual Statement of Potential
Sources of Conflicts of Interest.

If we are appointed as members of the board of directors of

companies outside Grupo Argos, we must disclose this fact in the
Annual Statement of Potential Sources of Conflicts of Interest.
Under no circumstance may we accept an appointment to the
board of directors or to any other management body of a
Competitor.

CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS? 15

CODE OF CONDUCT

We can be directors of not-for-profit institutions or universities,

except when such a role generates a Conflict of Interest. We
must disclose these acts in the Annual Statement of Potential
Sources of Conflicts of Interest.

We can be directors of family-owned companies, except when the

company is a Customer, Supplier or Competitor of Grupo Argos
or when such participation generates any Conflict of Interest with
Grupo Empresarial Argos. We must disclose these acts in the
Annual Statement of Potential Sources of Conflicts of Interest.

5 We manage information with responsibility

We protect the Non-Public Information of Grupo Argos at all

times, both during working hours and when we are outside the
workplace, and even after terminating our work relationship.

We do not disclose Non-Public Information to third parties,

including relatives and friends, except when required to do so by
law or for business purposes (in these cases, we must sign
confidentiality agreements). Neither do we disclose Non-Public
Information to other Employees of Grupo Argos, except on a
need to know basis.

We do not speak about matters related to Non-Public

Information of Grupo Argos in public spaces or with persons
outside of the Grupo Argos.

We do not perform or advise to perform any transaction in our

own interest or in the interest of third parties using Privileged
Information that we may have had access to in connection with
our position, particularly regarding buying or selling shares or
other securities issued by any of the companies of Grupo
Argos, whether they are listed in the stock market or not.

16 CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS?

 We are responsible for the integrity and accuracy of the information
of Grupo Argos, and of its business and financial records. We
prepare these records based on accounting policies, applicable
regulations and common sense, and we carry them in a truthful,
clear and detailed manner so as to accurately reflect all our
transactions. Our records are identified, classified, maintained and
disposed of according to internal policies and applicable legislation.

We prepare our financial statements based on the accounting

principles established by law in each country and the policies of
Grupo Empresarial Argos, to ensure that they reflect in a fair and
truthful manner the financial situation and results of Grupo
Empresarial Argos.

We do not forge, destroy or modify any documents and we

understand that any such action is an act of Fraud.

6 We manage our personal investments appropriately

When acquiring, directly or through a third person, any Securities

issued by any of the companies of Grupo Empresarial Argos, the
Directors and Employees of Grupo Argos shall strictly abide by the
provisions on this matter established in the Good Governance
Codes of each company, or in the internal rules of the companies
that do not have a Good Governance Code in place.

CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS? 17

CODE OF CONDUCT

7 We manage our political activities with responsibility

We can participate in political processes on a personal basis, as

long as:

We do so according to law
We do so on our free time.
We do not use the assets, resources or names of any of the
companies of Grupo Empresarial Argos.
Our work is not affected by our political opinions.
Under no circumstances will Grupo Empresarial Argos make
any reimbursements for our personal political activities.

8 We adequately manage the properties of Grupo Argos

We protect the assets owned by Grupo Empresarial Argos and

we use them according to company policies, issued instructions
and manufacturers manuals.

We do not use the assets of Grupo Empresarial Argos for our

own benefit or for the benefit of third parties, except when such
use is expressly authorized by the Vice-President of the
respective area and is adequately disclosed to the company.

We do not allow or participate in any activity involving the

assets of Grupo Argos that implies engaging in Fraud. We are
aware of and we apply the Anti-Fraud Policy adopted by Grupo
Empresarial Argos.

We do not waste, squander, misspend or unnecessarily use the

assets of Grupo Empresarial Argos.

18 CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS?

 We understand that at any time, acting in accordance with local
legislation, the persons authorized to this effect may control and
inspect the use we give to the assets of Grupo Empresarial
Argos, and that they may access the information contained in
computers and mobile devices owned by Grupo Empresarial
Argos.

9 We adequately manage our relationships with Relatives

Our Relatives can work at Grupo Empresarial Argos as

employees or consultants, only when there is not a reporting
relationship between ourselves and our Relative, and in
compliance with personnel hiring policies and applicable law at
each company of the Grupo Empresarial Argos.

In the event that in performance of our responsibilities we have

the power to make the decision to hire or to contract a Relative,
we should recuse ourselves by declining to make any such
decision and request that the decision by made by a different
Employee of a higher rank.

When a Relative is a partner or employee of a Customer,

Supplier or Competitor and has decision-making power at that
company, we should recuse ourselves by declining to enter into
any type of negotiation with said Customer, Supplier or
Competitor, and request that this decision be made by a different
Employee of a higher rank.

We must disclose in the Annual Statement of Potential Sources

of Conflicts of Interest the fact that a Relative is a partner or
employee of a Customer, Supplier or Competitor of Grupo
Argos.

CHAPTER II HOW DO WE BEHAVE AT GRUPO ARGOS? 19

CHAPTER III
HOW DO WE
BEHAVE IN
OUR DAILY
ACTIVITIES?
CODE OF CONDUCT

1 We avoid promoting any form of corruption

We do not offer or promise, directly or through

intermediaries, any type of favor or gratuity in order to obtain
from any person or Authority a business deal, authorization
or any other type of benefit.

We do not accept any type of favor or gratuity offered by a

third party in order to obtain preferential treatment or to
overlook the procedures established at each company of the
Grupo Empresarial Argos.

We do not carry out any activity that may be understood to be

intended for the payment or reception of bribes.

We do not participate, promote or finance illegal armed

groups and always advocate the respect of human rights.

We do not participate in or promote any type of activity that

may involve asset laundering or financing of terrorism.

We adequately manage giving and receiving gifts and

2 entertainment

Occasionally, in fulfilling our assigned responsibilities, we accept

entertainment or invitations, as long as they fulfill the following
conditions:

They are not in return for granting any advantage or ignoring

any procedure in favor of a Customer, Supplier or
Authority.

22 CHAPTER III HOW DO WE BEHAVE IN OUR DAILY ACTIVITIES?

 They are not made when a decision is pending that may
directly affect the Customer, Supplier or Authority.

The Customer or the Supplier is present at the event.

The costs involved are reasonable for events of this type.

We may accept gifts from Customers, Suppliers, Contractors or
public entities as long as they do not compromise our objectivity
and good judgment. Consequently, we accept institutional gifts,
gifts of symbolic value, and in all cases gifts that based on a
reasonable assessment have an estimated value equal to or
less than US $100.

Under no circumstance will we accept gifts in cash or cash

equivalents, whatever their value. If entertainment is offered in
terms of a trip, either in or outside of the city we live in, we request
express authorization in writing from our direct supervisor.

We offer entertainment, invitations or gifts to our Customers,

Suppliers or Authorities, respecting the authorization given to us
based on our hierarchical level within Grupo Argos and using our
good judgment to set a reasonable cost. We do not offer any
such entertainment, invitations or gifts when any type of decision
is pending by a Customer, Supplier or Authority that may affect
Grupo Argos, and in all cases we respect the internal policies
regarding entertainment and gifts of each Customer, Supplier or
Authority.

CHAPTER III HOW DO WE BEHAVE IN OUR DAILY ACTIVITIES? 23

CODE OF CONDUCT

3 We abide by the laws, rules and regulations at all times

We comply with all laws, rules and regulations that apply to

Grupo Empresarial Argos and we contractually require the same
conduct from our Suppliers.

We do not participate in transactions whose tax effects are

based on events and assumptions that are inconsistent with
the business reality.

We have internal contracting policies in place that establish

mechanisms to harmonize the various applicable regulatory
frameworks on tax matters, aimed at ensuring that in all
cases we comply with applicable law.

In our agreements with Suppliers we establish clear

mechanisms that enable us to audit compliance with
applicable laws, and especially labor, environmental, tax,
customs and currency exchange regulations. It our
agreements with our Suppliers we specify the negative
consequences of not complying with or abiding by said
regulations.

4 We manage our public statements with responsibility

When we speak in public on matters related to Grupo

Empresarial Argos, we only express the official position
defined by the Managers who are directly involved in the
matter.

We do not make any statements to the media, unless we

have been assigned as spokespersons on a given matter.

We do not issue any statements, comments or opinions

regarding the activities or business of Grupo Empresarial
Argos

24 CHAPTER III HOW DO WE BEHAVE IN OUR DAILY ACTIVITIES?

 unless we are the person responsible for the specific
activities or business.

5 We are committed to the conservation of the environment

As a company and as individuals we are committed to the

conservation and improvement of our environment, and we
consequently act in an environmentally responsible manner in
all our businesses and daily activities.

We promote the environmental protection in our organizational

culture, internally and with our stakeholders, promoting the
prevention, mitigation, correction and offsetting of environmental
effects, and we promote actions that minimize the effect of our
activities on climate change and that promote eco-efficiency and
respect for biodiversity.

We comply with and demand compliance with the ruling

principles of the United Nations Global Compact.

In this regard:

We maintain an open and preventive approach towards

environmental challenges.

We propitiate initiatives to promote greater

environmental responsibility in ourselves and our
families.

We promote the implementation, development and

propagation of technologies that are respectful with the
environment.

We promote the integration of policies, programs and

practices that are respectful with the environment in all

CHAPTER III HOW DO WE BEHAVE IN OUR DAILY ACTIVITIES? 25

CODE OF CONDUCT

management areas in each of our activities.

We develop, design and operate our offices and facilities and

perform our activities seeking to make effective and
sustainable use of renewable resources, to reduce the
adverse environmental impacts and wastes, and to safely
dispose of wastes in a responsible manner.

We ensure abidance and compliance with existing laws and

regulations in the various countries regarding environmental
matters.

We apply our own rules as appropriate to the situation in

areas where specific environmental regulations are not
yet in place or are insufficient.

We strive to constantly improve our environmental protection

systems in the areas where we carry out our activities.

We promote environmental awareness-raising among our

Employees and their families, our Suppliers and the
Communities.
We seek to do business with people and entities who share
our concern and commitment with the preservation of the
environment.

6 We compete in a fair and loyal manner

We are committed to free enterprise and we consequently

fully respect competition, antitrust and commercial loyalty
laws, and in this sense we abide by the Competition Policy

26 CHAPTER III HOW DO WE BEHAVE IN OUR DAILY ACTIVITIES?

adopted by each company.

Whenever we participate in industry events we abstain from

sharing any type of confidential information of Grupo
Empresarial Argos, or from sharing any information that would
enable our Competitors to know or infer the procedures
established by Grupo Empresarial Argos for the effects of
establishing prices and production quantities, or for expanding
markets or mechanisms used to characterize Customers.

At Grupo Empresarial Argos we always promote free competition

practices and avoid any action that would limit the possibility of
competing in a free, independent and autonomous manner.

We do not participate in any type of agreements with

Competitors that compromise free competition. We do not
discuss with our Competitors matters related to costs, prices,
markets, territories, distribution systems or similar matters.

CHAPTER III HOW DO WE BEHAVE IN OUR DAILY ACTIVITIES? 27

CHAPTER IV
HOW DO WE
BEHAVE WITH
OUR
STAKEHOLDERS?
CODE OF CONDUCT

1 Shareholders

We respect the equality of the rights of all our shareholders,

regardless of the number of shares they hold in any of the
companies of Grupo Empresarial Argos.
We protect our shareholders investment, and all activities of Grupo
Empresarial Argos are aimed at generating sustainable and long-
term returns for our shareholders.

2 Employees

The relationships among us as Employees are always polite and

respectful, with a spirit of collaboration, teamwork and loyalty
towards Grupo Empresarial Argos.

At Grupo Empresarial Argos we respect our Employees and

promote the protection of their labor rights. We are committed to
protecting the health and ensuring the safety of all our
Employees.

With the aim of promoting environments free from

discrimination, at Grupo Empresarial Argos we promote
diversity based on the respect and dignity of Employees as
human beings.

3 Customers

We do business with integrity and honesty.

Our commitment to the satisfaction of our Customers is

reflected in our respect for their rights and in our search for
solutions that satisfy their interests.

30 CHAPTER IV HOW DO WE BEHAVE WITH OUR STAKEHOLDERS?

 We clearly indicate the conditions of our operations so that our
Customers can be aware of all the products and services, as well
as the reciprocal obligations acquired in every business activity.

We are aware that all aspects of a relationship with a Customer

are absolutely confidential, and consequently any disclosure of
information must be made according to applicable law in each
country, and in the best interests of the Customer and of Grupo
Empresarial Argos.

We do not speak in public places or with persons outside of Grupo

Empresarial Argos about matters related to our Customers.

4 Communities

At Grupo Empresarial Argos we maintain a healthy relationship

with the Communities in our areas of influence, and we always
aim to mitigate the social impacts of the presence of our
operations.

We seek and promote equality through social inclusion. We

listen to the Communities and we understand their needs and
interests.

5 Suppliers

We consider our Suppliers to be our partners in the success

of our business, and consequently we select them by means
of competitive processes that take into account criteria such
as quality, service, technology and price, among others.

In all contracting events we apply our Contracting Manuals and

the internal contracting policies of Grupo Empresarial Argos,
to

CHAPTER IV HOW DO WE BEHAVE WITH OUR STAKEHOLDERS? 31

CODE OF CONDUCT

ensure uniformity in the manner in which we invite Suppliers to

participate in our selection processes, and in the manner we
enter into business deals with them. Our internal contracting
policies are aimed at entering into businesses that are
favorable to the interests of Grupo Empresarial Argos, in the
framework of healthy competition in the market. Supplier
selection is based on the definition of objective criteria.

Compliance and application of our Contracting Manuals and

internal contracting policies is audited from time to time by our
internal control bodies. The results of the audits are analyzed
with the objective of carrying out improvement actions.

We are committed to protecting the confidentiality of the

information received from our Suppliers in the terms of the
agreements signed with them, and to sharing such information
internally in a discreet manner on a need to know basis.

We have clear contracting rules in place that prevent entering

into deals with indefinite duration and that are aimed at
promoting competition between the various suppliers. We
communicate to our Suppliers, prior to contracting, the
conditions that will rule the relationship with them.

We engage in business with integrity and honesty, and we

expect our suppliers of goods and services of behave in the
same manner.

In the contracts and documents we sign to regulate the

relationships with our Suppliers, we establish clauses that
indicate the obligation of the Supplier to comply with applicable
labor rules and to protect their workers labor rights.

32 CHAPTER IV HOW DO WE BEHAVE WITH OUR STAKEHOLDERS?

 When appropriate, depending on the type of work to be
performed, we require our Suppliers to comply with all
applicable environmental laws and regulations in their respective
countries.

We communicate our environmental policies to our Suppliers

with the objective of letting them know our interest in
applying the principles of the United Nations Global
Compact, and for their employees to be aware of the
importance of abiding by them, and when appropriate, we
require them to commit to their application in performance of
the contracted business.

6 Authorities

We respect the Authorities and their decisions. Whenever a

decision by an Authority has a negative effect on the interests of
Grupo Argos, we question them using appropriate legal
channels as defined in applicable regulations in each country.

Under no circumstance do we exert undue pressure on any

official of an Authority and we do not use procedures that are
not fully compliant with the Law.

CHAPTER IV HOW DO WE BEHAVE WITH OUR STAKEHOLDERS? 33

CHAPTER V
WHAT IS A
CONFLICT OF
INTEREST AND
HOW DO WE
MANAGE IT?
CODE OF CONDUCT

1 What is a Conflict of Interest?

A Conflict of Interest is defined as any situation in which the

personal interests of a person stand against those of Grupo
Empresarial Argos, either in personal activities or in dealings with
other persons or entities, in such a manner that they affect the
freedom and independence of a decision, due to differences in the
motives of those who intervene in the relationship.

In order to establish whether we face a possible Conflict of

Interest, we should ask ourselves the following questions:

Will my personal wealth, or that of my relatives or friends,

benefit from the decision I must make for, or on behalf of,
Grupo Argos?

Might someone consider that a given conduct benefits my

personal interests or those of my relatives or friends?

In order to prevent the existence of Conflicts of Interest:

We refrain from engaging in any of the main business

activities in which Grupo Argos is involved for our own
benefit, either directly or indirectly.

We refrain from acting, without prior authorization, whenever

we are in doubt of whether we face a Conflict of Interest or
not.

We avoid participating in activities or managing businesses

that run against the interests of Grupo Argos or that may
compromise fulfillment of our own duties and
responsibilities.

We do not take advantage or our position in order to obtain

36 CHAPTER V WHAT IS A CONFLICT OF INTEREST AND HOW DO WE MANAGE IT?

 benefits for ourselves of for third parties in connection with
the products or services offered by Grupo Empresarial
Argos, or to obtain any personal benefits from Suppliers,
Contractors or Customers.

We abstain from performing, in exchange for any type of

remuneration, the same activities we have been hired to do at
Grupo Empresarial Argos.

We refrain from taking advantage of our position to obtain

personal benefits for ourselves or our relatives, from making
any decision based on feelings of friendship or hostility, or
from allowing any of the above to affect our capacity to act in
the benefit of Grupo Empresarial Argos.

2 How do we manage a Conflict of Interest?

Whenever we face a Conflict of Interest or a situation that may

eventually create a Conflict of Interest, we disclose it in a timely
and adequate manner, providing a full and detailed description of
the situation including documentation on the event providing all
the information that may be relevant for decision-making. For the
effects of disclosing Conflicts of Interest, we follow the following
procedure:

Every year we completely fill out the Statement of Potential

Sources of Conflicts of Interest.

In the event the Conflict of Interest or the situation that may

eventually lead to a Conflict of Interest arises in the time
period between the annual statements, we disclose it to the
Business Conduct Officer by means of the forms established
to this effect. The Business Conduct Officer shall decide on
the matter based on the general parameters established by
the Business Conduct Committee.

CHAPTER V WHAT IS CONFLICT OF INTEREST AND HOW DO WE MANAGE IT? 37

CODE OF CONDUCT

If the matter is beyond the established parameters, the

Business Conduct Officer will submit the case to the
Business Conduct Committee.

Conflicts of Interest shall be resolved by strictly abiding by the

following principles:

When the interests of Grupo Empresarial Argos are in

conflict with those of its Shareholders, Managers or a
related third party, the interests of Grupo Empresarial
Argos shall always prevail.

When the interests of the Shareholders are in conflict with

those of its Managers or of a related third party, the
interests of the Shareholders shall always prevail.

38 CHAPTER V WHAT IS A CONFLICT OF INTEREST AND HOW DO WE MANAGE IT?

CHAPTER VI
WHAT DO WE DO WHEN
WE HAVE CONCERNS OR
KNOWLEDGE OF A
WRONGDOING?
CODE OF CONDUCT

Whenever we have concerns regarding the scope or

application of the Code of Business Conduct, we make
an oral or written inquiry to the Business Conduct Officer.

When we observe a Wrongdoing, we report it as soon as

possible through the Transparency Hotline. This
information should be as complete as possible. When we
report Wrongdoing in a timely manner, we facilitate taking
the steps necessary to correct and situation, and in most
cases we will be able to prevent it from becoming a
violation of the law or a greater risk for Grupo Argos.

The Transparency Hotline is available by telephone from

Monday through Saturday from 6:00 a.m. to 10:00 p.m., and
by e-mail it is available 24 hours a day, 7 days a week. All
reports submitted to the Transparency Hotline shall be
included in a confidential log.

The Transparency Hotline protects our identity and allows us

to submit reports on Wrongdoing in an anonymous and
confidential manner.

We can report our concerns, complaints or possible violations

to the Code of Business Conduct anonymously or, if we
choose to do so, we may disclose our identity. If we select the
latter choice, Grupo Argos is committed to maintaining
confidentiality regarding our identity.

42 CHAPTER VI WHAT DO WE DO WHEN WE HAVE CONCERNS OR KNOWLEDGE ABOUT AN WRONGDOING?

 Under no circumstance will any reprisals be taken against
any reports made in good faith, and the person filing the
report will be protected, even when the report was
incorrect. If we believe we have been subject to any
reprisals, we must report this to the Business Conduct
Officer or through the Transparency Hotline.

Any accusation made in bad faith or using false

information is considered a violation to this Code of
Business Conduct.

CHAPTER VI WHAT DO WE DO WHEN WE HAVE CONCERNS OR KNOWLEDGE ABOUT AN WRONGDOING? 43

CHAPTER VII
HOW DO WE MANAGE
COMPLIANCE WITH THE
CODE OF BUSINESS
CONDUCT?
CODE OF CONDUCT

Each company, depending on its size and its presence in

different regions or countries, shall define by means of an
internal document the structure required to manage the
Code of Business Conduct, but in all cases it must include
the following bodies as a minimum.

1 Business Conduct Committee

This highest management body for the Code of Business

Conduct is the Business Conduct Committee, which must
comprise as a minimum two persons at the Vice-Presidential
level, and must have permanent attendance by the person
responsible for internal auditing.

This Committee shall have the following responsibilities:

Establish the general types of measures to be taken

depending on the type of Wrongdoing.

Resolve any inquiries submitted by the Business Conduct

Officer.

Decide in which cases possible violations to the Code of

Business Conduct should be decided on directly by the
Committee, and decide on them.

Submit to the Board of Directors of the respective company

through the Audit and Finance Committee an annual report
on the activities performed by the Business Conduct
Committee. In the case of companies that do not have a
Board of Directors, the report should be submitted to the
Audit and Finance Committee of Grupo Argos S.A.

Define and issue orders to perform training regarding corporate

conduct issues.
46 CHAPTER VII HOW DO WE MANAGE COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT?
 Appoint the person responsible for the role of Business
Conduct Officer and his/her substitute. The Business
Conduct Officer is a role and not a position, and
consequently these responsibilities should be assigned to a
Management Level employee.

Approve changes to this Code of Business Conduct.

2 Business Conduct Officer

The Business Conduct Officer and, in his/her absence, his/her

replacement, shall have the following responsibilities:

Act as Secretary of the Business Conduct Committee.

Draft the minutes of the Business Conduct Committee
meetings.

Respond to any inquiries made regarding application of the

Code of Business Conduct.

Prepare and coordinate training on corporate conduct issues

to be delivered to Employees as mandated by the
Business Conduct Committee.

Maintain records on the corporate conduct training activities

performed at Grupo Argos.

Maintain Confidential Records of all reports, complaints and

inquiries submitted in the framework of the Code of Business
Conduct.

Maintain Records of Authorizations regarding Conflicts of

Interest events.
CHAPTER VII HOW DO WE MANAGE COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT?
47
CODE OF CONDUCT

Receive the reports and complaints and distribute them so

that they are adequately addressed by the Investigative
Officers.

3 Investigative Officers

The Business Conduct Committee shall appoint the persons to

act as Investigative Officers. The Investigative Officers shall have
the following responsibilities:

Investigate the complaints or reports assigned to them by the

Business Conduct Officer.

Take the appropriate measures according to the general

parameters established by the Business Conduct Committee.

Request the participation of any Employee in the investigation

processes. When an Investigative Officer requests the
participation of an Employee, he/she shall indicate that he/she
is acting in his/her capacity of Investigative Officer, and the
Employee shall be under the obligation of providing full
collaboration and support.

Recommend the termination of work contracts when

appropriate.

48 CHAPTER VII HOW DO WE MANAGE COMPLIANCE WITH THE CODE OF BUSINESS CONDUCT?
CHAPTER VIII
HOW DO WE
PENALIZE
WRONGDOING?
CODE OF CONDUCT

Any violation to the Code of Business Conduct implies the

application of the procedures established in the Internal Work
Rules related to the application of penalties, including possible
termination of the work contract.

52 CHAPTER VIII HOW DO WE PENALIZE WRONGDOING?

GLOSSARY
CODE OF CONDUCT

Shareholder: Individual or legal entity who holds one or

more shares in any of the companies of Grupo Argos.

Wrongdoing: Any act or conduct that runs counter to

or ignores the guidelines established in the Code of
Business Conduct.

Managers: The President, the Vice-Presidents, the legal

representatives, the liquidators, the members of
management committees or boards or who according to
the by-laws of the companies that form part of the Grupo
Argos perform or hold these responsibilities.

Authority: Entities, bodies or persons who have vested

powers and competencies to exercise the public power of
the state.

Customers: Any company or entity to which Grupo

Argos sells products and/or services.

Good Governance Code: A set of policies and principles

aimed at adopting measures regarding corporate
governance, management practices and the conduct of its
employees, management of information, public knowledge
of its efforts, in such a manner so as to ensure the respect
of the rights of those who invest in company shares or in
any other securities it may issue.

Business Conduct Committee: It is the highest

management body of the Code of Business Conduct.

Competitors: Any company or entity, other than Argos

56 GLOSSARY
Group, that manufactures or engages in wholesale sales
of any product that is currently manufactured or sold by
Grupo Argos, or any company or entity that is currently
actively considering such a venture.

Conflict of Interest: Any situation in which the personal

interests of one person stand against those of Grupo
Argos, regarding personal activities or in connection with
other entities or persons, in such a manner that it affects
the freedom and independence of decision, due to
differences in the motives of those involved in the
relationship.

Collective Bargaining Agreement: Agreement between

the employer and one or several labor unions or labor
union federations, to establish the conditions that will rule
the work contracts while it is in effect.

Annual Statement of Possible Conflicts of Interest:

Document that must be filled out every year by all
Employees de Grupo Argos in which we indicate any
Conflicts of Interest or any situations that may eventually
lead to a Conflict of Interest.

Directors: Members of the Boards of Directors of the

member companies of Grupo Argos.

Employees: All persons who work for member companies of

Grupo Argos by means of a work contract.

Relatives: A spouse, father/mother, brother/sister,

GLOSSARY 57
CODE OF CONDUCT

grandfather/grandmother, son/daughter, grandchild,

mother/father in-law, or partner of the same or opposite
sex, as well as any other member of the family who lives
with us or who in any other way depends financially from
us or from whoever we depend financially from.

Fraud: Any intentional act or omission designed to deceive

others, carried out by one or more persons with the objective
of appropriating, taking advantage of or taking over
someone elses property, either tangible or intangible, in an
improper manner, to the detriment of the other person and
generally because the affected person is unaware or
unsuspecting of the situation.

Grupo Argos: The group of companies registered in the

Mercantile Registry of the Chamber of Commerce of Medelln
as members of the Grupo Empresarial Argos.

Stakeholders: Public or private persons or entities who

because of their activities have a relationship with member
companies of Grupo Argos.

Non-Public Information: Any information that Grupo Argos

has not disclosed or made available to the public, which may
include information related to employees, inventions,
contracts, strategic or business plans, important changes in
management, new product launches, mergers and
acquisitions, technical specifications, prices, proposals,
financial information and product costs.

Privileged Information: Information of a specific nature

that has not been made available to the public, and that if
it were made available would be used by a reasonably
diligent and prudent investor to engage in trading of the
respective securities.

Law: It is the body of law of a jurisdiction that may be

58 GLOSSARY
contained in laws, decrees, ordinances, resolutions or
any other type of act of a competent authority.

Transparency Hotline: Line used to report Wrongdoing,

concerns, complaints or possible violations of the Code of
Business Conduct.

Competition Manual: Set of policies related to fair

and loyal competition that Grupo Argos is committed to.

Contracting Manuals: Set of policies that apply to all

contracting processes to ensure uniformity in the
selection processes.

Business Conduct Officer: Management level

employee appointed by the Business Conduct Committee
to perform the responsibilities established in the Code of
Business Conduct.

Collective Agreement: Agreement entered into by

employers and non-unionized employees, which applies
to all those who signed it or to those who later adhere to it.

United Nations Global Compact: A voluntary initiative

in which companies make a commitment to align their
strategies and operations based on ten universally
accepted principles in four focus areas: human rights, labor
rules, the environment and anti-corruption.

Suppliers: Any supplier of products or services to

GLOSSARY 59
CODE OF CONDUCT

Grupo Argos, including consultants, contractors and

agents. This definition also includes any supplier that
Grupo Argos is actively considering using, even if no
business is ultimately awarded.

Internal Work Rules: The set of rules that prescribe

the conditions the employer and Employees must abide
by in their work relationships.

Securities: Any negotiable instrument that is part of

an issue with the objective of receiving resources from
the public.

Vice-President: Person who reports directly to the

President.

60 GLOSSARY