Purpose and scope of the code of ethics

Acting with Integrity is essential in our day-to-day work. Doing so is crucial to the continued success of Núbol Solutions and to creating a workplace where our people can thrive.

Our Code of Ethics and Business Conduct (“Our Code”) seeks to provide guidance on what is expected of all of us as part of Núbol Solutions. It should help you deal with any dilemma, question, or concern you may have related to business conduct.

Our Code is complemented by a set of global and local policies, which provide more detail on how to deal with specific issues.

Our Code applies to all Núbol Solutions companies and locations wherever we are present. It is a public document available to all and its guidelines apply to:

• Shareholders Council
• Members of the Board of Directors
• Núbol Solutions staff
• Third parties (Includes, but is not limited to, customers, suppliers, and contractors)
• Other interest groups

Why is ethics important?

Adhering to ethics and compliance in our business relationships and our decision-making helps build our culture and reputation. By aligning our business practices with a set of fundamental principles, we promote a culture of ethics and compliance that is based on trust, and in which both Núbol Solutions and our people can be successful.

Focusing on ethics and business conduct can help us avoid pitfalls. Misconduct has consequences for us, our company, and third parties that may include substantial fines, criminal penalties, and legal and disciplinary action.

Guidelines

AT WORKPLACE

Health and security

Health and safety are our priority, and we need to take care of ourselves and others. We must be prepared to act when we see or know of a security risk. It is necessary that we conduct all of our business activities in a safe, efficient manner, that we abide by all regulations, laws, policies, practices, systems and procedures, ensuring that we take care of everyone on our sites and others who have the potential to be affected by our activities.

No action or decision is so important as to warrant sacrificing the health and safety of ourselves, Núbol Solutions staff, or our stakeholders.

Employees and contractors are required to stop any work, or any condition deemed unsafe. Contractors must be certified and committed to health and safety. Managers and supervisors will not only be held accountable for the health and safety of their operations and for ensuring compliance with our Health and Safety Management System (HSMS), but they will also be expected to display a visible commitment giving this the highest priority as a function of his leadership.

Núbol Solutions provides its personnel with the procedures, training, and personal protective equipment they need to perform their jobs safely. We are required to follow procedures and always use protective equipment correctly.

If your role requires you to coordinate the services of third parties (e.g., contractors), you must ensure that they follow the same health and safety standards and expectations that would apply to Núbol Solutions personnel.

Human rights

Respect for human rights is embedded in the way we do business. We support and respect the protection of internationally proclaimed human rights principles as expressed in the International Bill of Human Rights and the International Labor Organization Declaration on Fundamental Principles and Rights at Work.

We will not tolerate any violation of human rights in our businesses, our supply chain or in collaborations and we take very seriously any accusation that Núbol Solutions is not duly respecting human rights.

We are also committed to complying with all applicable wage and hour laws that govern our work, and we will never use or condone the use of forced or child labor. Likewise, we respect the right to freedom of association and the right to work in a safe, healthy, and humane environment.

Harassment and Respect

We will not tolerate any type of harassment. Respecting others means that we are careful about the way we treat others and the way we communicate. Remember to consider how you might make other employees, partners and customers feel, and don’t forget that we all come from different backgrounds so our perspectives may vary. For example, what might seem like a funny joke to one person might be offensive to another.

An environment of mutual respect should always be fostered, and we should offer each other support and encouragement. We can promote these behaviors by keeping our values ​​in mind, being transparent and honest, being constructive in our criticism, and providing recognition.

Diversity and inclusion

Our success is based on diversity and the origins from which each one comes.

Recruitment, promotions, training, compensation, and benefits must be based solely on ability, professional experience, and adherence to the values ​​of Núbol Solutions. We must value differences and provide an inclusive work environment for all, including staff and stakeholders. We must also follow local laws and practices and must not make employment decisions or discriminate based on one of the characteristics protected by law, including: Age, Race, Ethnic origin, Religion, Gender, Disability, Marital status or Sexual Orientation

Working in Núbol Solutions also means creating and maintaining a safe, inclusive, and productive work environment for everyone.

Remember, we must promote an atmosphere of openness, courage, generosity, and respect that allows all Núbol Solutions staff to do their best while feeling free to raise their questions, ideas, and concerns. We must always treat others with dignity and respect.

FAIR DEALING WITH OUR STAKEHOLDERS

Relationship with customers

We work to be the best option for our clients by conducting all our activities fairly, professionally, and with integrity. We must not discriminate against customers or markets.

We encourage our customers to abide by the standards of Our Code and the law. We must report if our customers or partners engage in illegal or unethical activities.

We should only commit to what we can do for our clients. If an unforeseen circumstance makes it impossible to fulfill a commitment to our client, we must notify our immediate supervisor and the client.

We must not make false claims about the quality or availability of our products, delivery dates and payment terms. We market our products and services honestly and accurately, and we expect customers to act with the same integrity.

We must always conduct our business in a manner that respects our customers, including respecting local customs and traditions.

Relationship with Suppliers

We must always manage our relationships with suppliers with honesty, respect, and integrity, offering equal opportunities to all parties, including equal opportunities to bid and win contracts. Our purchasing process must be consistent, respectful, and confidential.

Our criteria for the selection of suppliers are: Competitive prices, Quality, Experience, Service and Adherence to sustainable business practices

Supplier onboarding must follow established guidelines and relevant documentation must be provided and approved before we can enter a business relationship. The terms of payment and other contractual obligations must adhere to the policies of Núbol Solutions.

Relationship with the Community

Our ability to operate as a responsible company is fundamental to our business model, as it allows us to create positive impacts that generate substantial value for Núbol Solutions and for society while taking economic, social, and environmental criteria into consideration.

We seek to build a better future by understanding stakeholder expectations, managing the impacts of Núbol Solutions, and working with third parties and other stakeholders on initiatives that meet that vision.

When considering the participation of Núbol Solutions in economic, social, and environmental programs, we must always comply with the law; we ensure that programs, actions or sponsorships are approved by local authorities; ensure that the country director or president of the Núbol Solutions region approves our participation; and make sure that Núbol Solutions does not assume obligations and responsibilities that belong to government entities, other organizations or the community itself. We must ensure that we do not create or promote any dependence on Núbol Solutions.

Our behavior in the community must always reflect the values ​​of Núbol Solutions.

Our participation in events not sponsored by Núbol Solutions cannot interfere with our job performance. By participating in these events in our free time or during business hours with the consent of Núbol Solutions, we must never create false expectations of support or imply that Núbol Solutions will contribute to the event or organization in any way. As employees, we may not solicit or accept any personal assistance or benefit from any public office holder or private person in exchange for our support.

On the other hand, we seek to hire qualified local personnel and foster relationships with qualified local suppliers. All employment decisions related to candidates are made based on ability, professional experience, and adherence to our corporate values.

Relationship with the Government

We work with respect and integrity with all government agencies and officials around the world.

Government agencies may act as regulators, third parties, shareholders, or promoters. We must always conduct our business activities with government agencies and officials in a manner consistent with the values ​​of Núbol Solutions, Our Code, our policies, and the law.

In addition to adhering to the principles outlined in Our Code under the “Customer Relations” section, staff members whose jobs involve sales to government agencies must be aware of and comply with all legal requirements that govern each particular transaction. For transactions in which government agencies act as providers of goods or services, we must comply with the principles set forth in Our Code, our policies, and all applicable laws.

Government agencies that are shareholders of any Núbol Solutions company must always receive the same treatment as all other shareholders. No individual shareholder should have preference over the others.

Before establishing a business contact with a government entity or official, we must ensure that we have authorization to interact with them on behalf of Núbol Solutions and that we understand all Núbol Solutions policies and rules, as well as all regulations and laws that could apply. If in any way we are unsure or have doubts about a business relationship with government agencies or officials, we should first ask and raise our concerns with the Legal department.

Environment

Our business must always be conducted in a sustainable and environmentally responsible manner. We are committed to mitigating the environmental and social impacts that our sites or locations have on the communities that surround them.

We achieve this by:

• Monitor and control pollution
• Manage the land and conserve biodiversity in and around our sites
• Minimize nuisances such as noise, vibration, or traffic
• Optimize water use and reduce and recycle waste

Our goals are continuously monitored and regularly reviewed and updated. We provide the necessary resources to educate, train and supervise our employees and contractors in the proper management of the environmental aspects of our operations.

We must also be prepared to report possible environmental risks.

All Núbol Solutions sites are expected to implement our Environmental Management System (EMS) as a key mechanism for environmental impact assessment, stakeholder interaction and accident response. Managers are responsible for clearly defining environmental roles and responsibilities, providing appropriate resources, and continuously measuring, reviewing, and improving Núbol Solutions‘ environmental performance.

We work with governments and society to promote effective mechanisms that support environmental improvement, and we maintain open communications with our employees, contractors, communities, and stakeholders to publicize our progress.

IN OPERATIONS COMPLIANCE

Antitrust

In addition to complying with Núbol Solutions‘ antitrust and fair competition policies, we must adhere to all antitrust and competition laws and regulations in every country in which we operate.

If we have any questions or need to report any activity that we believe may violate the law or our policies, we should contact the Legal department.

Our policy prohibits us from taking unfair advantage of our market position in any geographic or product area. There must be a legitimate business reason, such as a cost difference or participation in a competitive bid, to sell the same product at different prices to similarly situated customers. We must not enter into agreements with our competitors to illegally limit trade. Examples of such illegal agreements include, but are not limited to, price fixing, group boycotts, and bid rigging.

We must consult the Legal department before drafting and signing agreements, contracts or taking actions that could violate laws or regulations governing trade and competition.

While contact with our competitors is unavoidable and may be perfectly legitimate (for example, when a competitor is also a customer or supplier), if in doubt, we should consult a Legal representative before making any contact.

We must also avoid actions that may appear to exclude or disadvantage current or potential competitors. Competitive measures must always be justified by sound business considerations. Fighting a particular company or taking action to drive a particular company out of business is illegal.

We only obtain market or competitor information from public and legitimate sources.

We document any public source of market or competitor information.

We review public offerings with our local Legal department and ensure the correct use and handling of sensitive information.

When attending any trade association meeting, we receive the appropriate agenda in advance, a signed list of attendees, and minutes signed by all members.

We obtain feedback from our local Legal department before submitting proposals for conditions of sale, promotions or incentives to suppliers, distributors, or customers.

We do not discuss the following terms with direct competitors or customer-competitors: current or future prices, costs, margins, sales strategies, discounts, incentives, or terms with specific customers.

We do not agree or discuss agreements to:

• Restrict prices
• Restrict negotiations or promotional plans
• Restrict the customers or types of customers to whom our customers can resell
• Require exclusivity from clients
• Agree terms of credit and current or future prices, discounts or incentives
• Agree terms or conditions of sale
• Block competitors or distributors
• Set profit or margins
• Restrict sales territories or geographic markets.

We do not discuss with any third party the corporate or business practices of another third party.

We do not condition the sale or purchase of a product on the sale or purchase of another product.

Anti-corruption

Núbol Solutions prohibits personnel from promising or providing anything of value to government officials or third parties to gain an improper advantage or improperly influence any decision.

We also prohibit accepting or demanding anything of value to influence our decision-making on behalf of Núbol Solutions.

Anti-corruption and anti-bribery laws can be complex; therefore, if you are unsure about an issue or incident, you should ask or raise your concerns with the Legal department.

We may not offer anything to obtain permits or licenses, to retain or win business, to gain any advantage, or to attempt to improperly influence decisions, particularly with government officials.

In addition, we must not retain a third party to act as a representative, intermediary or agent to perform such activities for us. Before dealing with any third party, we must ensure that the third party is reputable, agrees to comply with the provisions of Our Code, and signs the Declaration of Compliance that is included in our anti-corruption policy. The Legal department will assist you in prior conducting a thorough due diligence review and documenting the relationship with any third parties. This must be done in accordance with applicable policies.

We only provide gifts and courtesies in accordance with the policies of Núbol Solutions.

We obtain written approval from our immediate supervisor, the local Legal department, and the country director before making any payment or receiving reimbursement of expenses from a government official.

We ask the local Legal department for support in entering into a contract or agreement with any third party.

We keep true and accurate accounts, books, and records.

We verify the identity and background of beneficiaries or recipients of sponsorships, donations or charity and obtain authorization in accordance with applicable policies.

We do not pay for items that we cannot support with a receipt or invoice.

We do not allow cash payments in advance or any other type of unusual payment arrangement that does not adhere to the policies of Núbol Solutions.

Money laundering

We must recognize the signs of money laundering and ensure that we do not facilitate or support the process of disguising the origin of illicit funds from criminal or terrorist activities through our legitimate businesses.

Money laundering is the process of concealing the nature and origin of money or other property connected with criminal activities such as drug trafficking, terrorism, bribery, or corruption by integrating illicit money or property into the flow of commerce in a way that appears legitimate or that its true source or owner cannot be identified. People involved in criminal activities try to hide the proceeds of their crimes or make them appear legitimate by “laundering” them through legitimate businesses.

If you have any concerns about payments or transactions or doing business with any party who refuses to provide transaction details or identity information, or if you suspect any involvement in money laundering activities, you should immediately report such concerns through the Legal department.

International Trade Compliance

As an international company, we provide our products and services around the world and must comply with antitrust laws, economic sanctions, and trade controls wherever we do business. Before engaging in any import or export transaction, we must consult the Legal Department.

We must be aware of any trade sanctions that may apply to our business. These matters are often complex and subject to frequent change.

We must also be aware of calls for illegal boycotts and avoid them. Under some international laws, we must not cooperate with any requested boycott or associated trade restraint practices. This means that we may not take any action, provide information, or make any statements that could be considered participation in an illegal foreign boycott.

Normative Compliance

We operate internationally and are subject to many laws and regulations. We also often meet government representatives during our activities. At all times we must deal honestly and cooperatively with government representatives and treat them with respect.

When a government representative requests information or documents that are in the possession of Núbol Solutions, such requests must be coordinated with the Legal and Public Relations departments.

Supervisors must ensure that they are familiar with the laws and regulations that govern the business unit for which they are responsible, and that they are prepared to manage the regulatory risks they may face.

ON RESPONSIBLE DECISION MAKING

Interest conflict

The very appearance of a conflict of interest can put our personal reputation and the reputation of our company at risk.

We must not enter into any agreement or do business that competes directly or indirectly with Núbol Solutions. We must not use our position to obtain improper opportunities or benefits, including but not limited to gifts, loans, investment opportunities, outside employment, contract opportunities or personal transactions.

We should not hire someone just because they are a family member or friend of ours or another Núbol Solutions employee. However, hiring family and friends is permitted when they are the most qualified candidates, and we follow proper hiring procedures. We may refer family and friends in writing to the Human Resources department, but we must immediately refrain from any further influence or involvement.

We must also be aware of any potential conflicts of interest in supervisory relationships once family members or friends are hired. We must not allow any favoritism and employees must be evaluated solely based on their talent and merit. We must not influence or participate in career changes (transfers, assignments, promotions), evaluations (performance reviews, talent reviews), or compensation or benefits decisions of any family member or friend. We must avoid any direct or indirect supervision (with up to two levels of difference) between family members or friends.

We must be vigilant when our positions change as promotions or transfers could create a conflict of interest where there was none before.

To avoid a conflict of interest, we may not act as a supplier to our company or have interests with any supplier. We must not participate in or influence, directly or indirectly, any quoting, negotiation or decision-making process related to customers and suppliers who are our family members. Additionally, we must notify our Legal department, the Human Resources department if a company that is, or purports to be, a client or supplier of Núbol Solutions is owned by one of our relatives or friends.

On occasion, our shareholders may also act as clients or suppliers of Núbol Solutions. We must treat shareholders who have or wish to have a business relationship with Núbol Solutions as we treat any other interest group in Núbol Solutions. They will be subject to the same procedures and terms as all other Núbol Solutions stakeholders.

The members of the Board of Directors and the senior executives of Núbol Solutions must disclose to our Legal department any significant transaction or relationship when it can be expected to give rise to a conflict of interest, and the Board of Directors must be notified of said disclosure.

We must avoid even the appearance that we are not committed to the interests of our company.

Gifts and Courtesies

We must avoid even the appearance that we are not committed to the interests of our company.

We are not allowed to solicit, accept, or ask for any gift that could influence (or appear to influence) our ability to make objective decisions that favor the interests of Núbol Solutions. We must never seek or structure a deal based on a gift, service or courtesy from a customer, supplier, consultant, service provider or other third party.

Also, except for legitimate gifts such as promotional materials of low or nominal value (non-luxury) and other courtesies that follow standard business practices described above, we are not permitted to receive gifts or courtesies. While we can never accept cash or cash equivalents, we may occasionally accept courtesies if the cost, nature, and frequency of the event are justifiable for business purposes.

When offering gifts or courtesies, we must follow all Núbol Solutions procedures for expenses, obtain all necessary approvals – including written authorization from our immediate supervisor – and ensure that all expenses are properly recorded with a correct description and enough. All gifts, meals, travel, and hospitality must be offered in accordance with our anti-corruption policy and only if permitted by the recipient’s policies and local laws. Business courtesies provided to any government agency or official must be legal and of nominal value, permitted by local law, and for legitimate business reasons. Additionally, all these gifts and courtesies require the written authorization of the country director, the local Legal department, and the immediate supervisor.

We must not solicit, negotiate, or accept gifts or courtesies from third parties for our own benefit or that of others unless such action is legal, ethical and is a generally accepted business practice between Núbol Solutions and these third parties (as described in our anti-corruption policy).

We must not request or accept donations for charitable or altruistic purposes from current or potential third parties unless Núbol Solutions, in collaboration with other companies, decides to support campaigns dedicated to specific causes.

Use of Business Assets

We must not use Núbol Solutions assets for personal gain, and we must ensure that company assets are not stolen, damaged or misused by others.

We are responsible for keeping our work environment clean and orderly. In addition, we are responsible for always maintaining operational security.

Limited personal use of tools such as computers, email, telephones, and the Internet may be acceptable within reason, as long as such use does not incur excessive costs and does not interfere with our job responsibilities.

When using company devices, you are prohibited from creating, viewing, storing, soliciting, or distributing any material of an offensive, illegal, or inappropriate nature. This includes intimidating, threatening, abusive, discriminatory, or sexually explicit material.

Political Activities

While employees can and should participate in the political process, such participation must be legal in your jurisdiction. We may not conduct political activities on company premises, use company resources for such activities, or participate in them during our business hours. We may make political contributions, either directly or through committees or other entities in which Núbol Solutions participates, if the contributions are legal and previously approved by the Legal department. We must ensure that our personal political activities are not interpreted as activities on behalf of Núbol Solutions, identify Núbol Solutions as a participant, or otherwise associate the company with such activity.

When making an assertion, employees must clearly identify that it is their opinion and that they are not making it on behalf of Núbol Solutions.

Political contributions are only approved when permitted by local law and must be authorized in accordance with the donation authorization path in our related party transactions policy.

ABOUT PROPER INFORMATION MANAGEMENT

Data Privacy and Information Protection

Núbol Solutions is committed to complying with international data protection laws established to protect the personal information of third parties. Treating personal information correctly and lawfully inspires trust in the organization and helps support successful business operations.

Protecting the confidentiality and integrity of personal information is a critical responsibility that lays the foundation for trustworthy business relationships.

Although many of our internal business processes require the collection or processing of personal information, we must recognize that the privacy laws in the various countries in which we operate require Núbol Solutions to be transparent about the legal bases on which it relies for the processing of such personal information.

Therefore, we must process personal data fairly and lawfully, offering access to it within our organization only when strictly necessary.

Núbol Solutions staff who routinely handle personal data are granted access to it only when strictly necessary. Whenever Núbol Solutions must share personal data with third parties as a result of a contractual need, we ensure that they comply with the same strict terms and confidentiality obligations that we comply with. We must have special procedures in place to deal with incidents where personal data may be at risk due to unauthorized access or disclosure or loss of information; the pertinent Núbol Solutions personnel must be duly familiar with these procedures.

While we aim to continually improve, and using information to improve keeps us competitive, we must protect all information and resources.

The information we use in our day-to-day activities may include confidential information that we must always protect from disclosure to anyone who is not authorized to access it.

We must protect all confidential information and make sure that there is no unauthorized access or use of it.

If it is necessary to disclose or give confidential information to other members of the Núbol Solutions staff, you must notify the recipient of its confidential nature.

We must not share confidential information with any third party except when authorized and required to do so for business reasons. Any person external to Núbol Solutions who receives this information must sign a confidentiality agreement. In all cases where confidential information is shared, we must inform our immediate supervisor, the Legal department, and the person responsible for the information before disclosing it. Supervisors must ensure that all members of their teams comply with company policies related to the protection of information.

We must also protect our systems and networks by taking care not to reveal passwords or accidentally allow access to any of these resources.

Núbol Solutions staff, third parties and internal and external legal auditors share the duty to keep said information confidential.

When government authorities request confidential information, we may provide it to them only if the request is in writing, meets applicable legal requirements, and is approved by our immediate supervisor, the Legal department, and any other relevant departments.

Finally, we have an obligation to protect the confidential information of former employers and other third parties. We must respect the proprietary rights and other proprietary information of other companies and not infringe proprietary or copyrighted materials or documents. Likewise, we have the obligation to protect the confidential information of Núbol Solutions even after leaving the company.

If you have any concerns about the handling of this information, you should consult your immediate supervisor, the Legal department, the person responsible for the information, or file a report or concern through official channels.

Use of Insider Information

We must never buy or sell Núbol Solutions shares while in possession of non-public inside information about the company. We never “give advice” or share non-public inside information, even when we do not intend to make a profit for ourselves or others.

Intellectual property

In the pursuit of excellence and challenging ourselves, we find inspiration and we get results. Being part of Núbol Solutions, these results belong to our company.

Any invention, improvement, innovation, or development that we generate as a direct or indirect result of our work responsibilities belongs to Núbol Solutions, subject to local legislation.

We must guarantee that the intellectual property of Núbol Solutions is protected and capture innovation to ensure that we offer added value and have the freedom to operate.

The Corporate Intellectual Property department and the Legal department are responsible for the management, registration, maintenance and patenting of the Intellectual Property of Núbol Solutions; therefore, the business units must communicate with said departments for any related matter and strictly refrain from taking any measure alone. Núbol Solutions recognizes and respects the Intellectual Property of third parties and seeks to prevent and avoid the consequences of potential infringements of their rights. All Núbol Solutions staff must strictly refrain from any use of third-party Intellectual Property without prior authorization from the Legal department.

Complete and Accurate Registration

Acting with integrity means that we record all data accurately and completely.

We have a duty to provide our stakeholders with correct and complete information in a timely manner. Anyone responsible for the financial records or any other record or report of Núbol Solutions must ensure that such records accurately reflect our business activities, are supported by evidence, and are complete, accurate, and timely. In addition, we must follow all applicable accounting and records management policies and procedures in preparing all related documentation.

If you are aware of any incomplete or inaccurate records or have concerns about a record, you should report it to your immediate supervisor and via the ETHOS line.

Communication and Use of Social Networks

We want to correctly express our passion for Núbol Solutions and our mission, but if we are contacted by an interested party, investor, analyst, NGO, or member of the media, we must direct such requests immediately to our Corporate Communications and Public Relations department.

Only Núbol Solutions official spokespersons are authorized to provide corporate information to the media, analysts, and other external parties.

We must not make statements outside Núbol Solutions about the performance or initiatives of the company or about any other internal matter. We must keep all confidential matters secure; any external presentation or discussion related to our business must be reviewed and approved in advance by our Corporate Communications and Public Relations department. We must not participate in any online activity that could damage the reputation of Núbol Solutions. Keep in mind that it is necessary to obtain approval from the Corporate Communications and Public Relations department to create or use Núbol Solutions accounts on any social networking site and only authorized persons may do so.