1. GLOSSARY

“Affiliate”

Means any person who, directly or indirectly, has Control of or is Controlled by said person or, together with said person, is under the Common Control of another and with respect to individuals, the spouse and any blood ascendant or descendant without degree limitation.

“Cumpliance Area”

Means the area in charge of advising, supervising and executing compliance with the Code and the other Nexxus Integrity Policies that shall act as Compliance Officer and shall be made up of up to five members appointed by the Company’s Board of Directors.

“Property and Assets”

Means, but is not limited to, cash, securities, material goods, whether movable or immovable, accounting and social books and records, technological programs, software, any means of data processing and storage, services, business plans and investment, information of investors, businessmen or Members, intellectual property, Nexxus brands, copyrights, etc.

“Code”

Means this Code of Conduct, Ethics and Integrity, which is part of the Integrity Policies.

“Control” “Controlling” “Controlled By” and “Under Control”

Means the power, directly or indirectly, to direct or determine the direction of the administration or policies of said person, either through ownership of more than 50% of the shares, equity interests or participations with voting rights in said person, as a result of contractual agreements or otherwise.

“Board Of Directors”

Means the supreme governing body of the Company.

“Company”

Means, Nexxus Capital, S.A.P.I. de C.V.

“Confidential Information”

Means all Nexxus’ or Third Parties’ information, including that related to the business, operation and administration thereof and their respective Affiliates, whether in writing, verbally or otherwise, including, but not limited to, those of a financial, accounting, operational and legal nature, trade secrets, information related to research and development, improvements, technical knowledge (“know-how”), concepts, designs, processes, techniques, products, services, equipment, ideas, writings, notes, business, marketing, promotion, advertising and marketing plans, price lists, personnel, customers and suppliers, analysis and test results, projections, information related to new projects or investments.

“Member(s)”

Means employees, officers, executives, administrators, collaborators, representatives, agents, and members of the corporate bodies of Nexxus.

“Law”, “Laws”, “Legislation” o “ Legales Provisions”

Means any law, regulation, decree, order, regulations of a general nature, judgment, standards (including any Official Mexican Standards (NOM) or any Mexican Standards (NM)), official letter, directive, guideline or circular of any governmental authority.

“Nexxus”

Means, collectively, the Company and its Subsidiaries.

“Integrity Policy(ies)”

Means all internal standards or guidelines of Nexxus that provide for the rules to mitigate and/or reduce the risk that its Members and/or Nexxus engage in improper conduct or practices and acts of corruption.

“Partner(s)” or “Shareholder(s)”

Means the persons who have a participation in the share capital of the Company and have decision-making power based on the percentage of their contribution.

“Subsidiary(ies)”

Means the legal entities with respect to which the Company exercises Control.

“Third Party(ies)”

Means any individual, partnership or corporation, trust, association, joint venture, governmental authority or any individual or entity that is not related to Nexxus.

2. INTRODUCTION

Ethics is an ideal of human behavior that guides each individual on what is correct and on what is the “ought to be,” always in search of the common good, reconciling it with their own good. In other words, it is the ability to discern between good and evil; it is being able to recognize the possible consequences of our actions, always choosing those that are correct.

Integrity is the ability of any person to conduct their behavior in accordance with their internal rules, as there is coherence between their thinking, their actions and their words, in order to always do the right thing for themselves and for others.

Ethics, integrity and transparency are the fundamental principles of Nexxus so that every individual acts appropriately and correctly in any field in which they operate. Therefore, it is essential for Nexxus to have a code of conduct, ethics and integrity that establishes the guidelines of behavior, values and principles on which all its Members must be guided and which they must comply with.

Similarly, Nexxus shall achieve its vision of being an option in the management of alternative assets with whom investors, businessmen and providers of goods or services prefer to associate, due to its ability to create added value through its values and ethical principles and integrity.

3. OBJETIVE

Having behavioral guidelines, values and ethical and integrity principles that guide the actions of all Members and Third Parties who provide services or collaborate with Nexxus, guiding them regarding decision-making on “what we should do,” “how we must do it” and “what we must not do,” thus reflecting the type of organization we make up and the kind of professionals we are.

The foregoing, in order to prohibit, not promote and avoid the performance, concealment or other activity tending to carry out improper conduct or practices and acts of corruption or, in general, any similar activity that transgresses and violates the values and principles of Nexxus.

4. SCOPE

Each of the Members and Third Parties who provide services or collaborate with Nexxus at its different levels and areas are subject to the provisions of this Code

5. GUIDING PRINCIPLES

The Members agree, both in the performance of their duties and in their relationships with other Members or Third Parties, to carry out the necessary acts to generate the best returns to our investors, always and at all times acting with:

a) Transparency: It is the mainstay of Nexxus; We value the trust our investors have given us and we deliver results with the most honest approach.

b) Professionalism: Our team is made up of people with the highest technical and personal ability: our work reflects that..

c) Loyalty: We are loyal to the people who invest or interact with us: our team, the promoted companies, but above all, our investors.

         d) Innovation: We shall always look for new approaches to carry out efficient processes and therefore                      generate greater profitability for our investors.

e)Individuality: At Nexxus we value the individuality of each person and we promote diversity and inclusion in work teams; reason why, we respect and, on the contrary, prohibit all forms of discrimination, intimidation or harassment, based on race, sex, gender, gender identity or expression, pregnancy, religion, nationality or place of birth, citizenship, age, disability, marital status, sexual orientation, culture, socioeconomic status or any other personal characteristic, being, in turn, strictly prohibited to promote, carry out or hide activities tending to discrimination, intimidation and/or harassment.

f) Impartiality: Carry out activities in an objective manner, giving the same treatment to the other Members and Third Parties without granting any privilege or preference. We shall not allow interests or biases affecting the decision-making process.

g) Equality: Members shall have access to the same job and professional opportunities or career prospects..

h) Efficiency: Optimize the use and allocation of any resource in the development of our activities.

6. RESPONSIBLE INVESTMENT

At Nexxus we are convinced that the incorporation of environmental, social and corporate governance factors (ESG) in our investment and financing processes, and in the management of our promoted and accredited companies contribute to the creation of value, and is an effective means of risk management in our activities.

Acting as responsible investors is our main objective and is part of our fiduciary duty in a context in which our investors are actively working to align their financial and sustainability objectives. We are committed in our activity and in that of our promoted and accredited companies to act in accordance with the values and principles recognized in the United Nations Global Compact on human rights, labor rights, the environment and the fight against corruption, and the main international treaties in this regard signed within the framework of the United Nations, the International Organization of Workers or the OECD.

7. DECISION-MAKING PROCESS

8. RELATIONSHIP WITH THIRD PARTIES

Individual Liability

Members must, at all times, act in accordance with this Code of Ethics, since any inappropriate conduct, even individually and outside the workplace, can significantly damage the image of Nexxus. This is why all Members must act with integrity (inside and outside the organization).

For this reason, each Member must make decisions and carry out actions that are aligned with Nexxus’ Integrity Policies, the applicable Law and take care that their behavior contributes to Nexxus’ reputation as a company that maintains high ethical standards.

Relationship With Members

The relationship between the Members must be based on mutual respect with a correct attitude and in accordance with the values and ethical and integrity principles that govern us.

What would happen If . . .?

I see a Member doing something that could violate the Code, but I am not sure, besides that, it does not affect me directly, should I do something?

Nexxus trusts that its Members report any misconduct or act of corruption, even when said conduct does not directly affect them, so you must report it through the appropriate channels. An unreported violation can cause considerable harm to Nexxus and its Members. Even if you are not sure, report the situation and/or any potential or current violation of the Code for its proper analysis.

Relationship With Investors and Promoted Companies

The relationship with investors and promoted companies must be professional and in compliance with Applicable Law. In our dealings and relationships with investors and businessmen there is no place for corruption, favoritism or any activity that is contrary to Nexxus’ policies.

Relationship With Suppliers

The relationship with suppliers of goods or services must be based exclusively on the needs of the business and in accordance with the highest ethical and integrity standards.

Proposals made by suppliers shall be comprehensively reviewed considering price, added value, quality and service.

Nexxus shall not maintain any business relationship with suppliers that commit illegal acts.

Relationship With Public Officers

The relationship with public officers at the different levels of government (federal, state and municipal) must be informed and based on the provisions of the Law. Said relationship must be honest, precise and transparent, always within the applicable legal framework.

What would happen If . . .?
A Third Party asks me to remove the Nexxus “Anti-Corruption Clause” from a contract, should I remove it?

No, the “Anti-Corruption Clause” is a fundamental policy and provision that must be contained in all agreements and/or contacts of any nature that it enters into. On the contrary, if any Third Party requests to eliminate it involves a risk that must be communicated to the hierarchical superior or to the Compliance Area..

9. PROPERTY OF THE COMPANY

All Members must ensure that they protect Nexxus’ Property and Assets that are made available to them for the performance of their duties. Nexxus business and transactions must be carried out in a productive context efficiently using the Property and Assets. Our commitment is to protect and optimize the value of the Property or Assets through the intelligent and profitable use of resources, seeking to keep them in perfect working order and to prolong their useful life, ensuring that the relevant safety regulations are met, avoiding obtaining invariably an improper personal benefit or that of a Third Party.

Any misappropriation, neglect, waste, theft, loss, destruction or unauthorized use of the Property and Assets, as well as any expense not recorded or duly substantiated, may be considered as a breach of the obligations with the Company, and may give rise to internal sanctions and administrative and criminal processes in accordance with the Law. Any activity related to Nexxus’ Property or Assets tending to the promotion, performance, concealment or other activity aimed at carrying out misconduct or acts of corruption is strictly prohibited.

The Company reserves the right to inspect any kind of physical, electronic, virtual information or in whichever forms it is found and has been generated, as well as other information, documents, data and files that belong to it under the applicable legislation.

10. ACCOUNTING, FINANCIAL AND SOCIAL RECORDS

All books, records and other accounting and financial documents must reflect the operations, transactions and events with accurate and complete data, therefore, it is strictly forbidden to falsify, alter or destroy any document tending to carry out improper conduct or acts of corruption. Similarly, all corporate books and records must correctly evidence the decisions made by the members of the Company’s Board of Directors, and the actions carried out by their representatives, proxies or special delegates.

11. ANTI-MONEY LAUNDERING AND TERRORISM FINANCING

Nexxus and its Members shall comply with the information and collaboration duties imposed by the applicable regulations regarding the prevention of money laundering and terrorist financing applicable in each jurisdiction.

12. USE OF CONFIDENTIAL INFORMATION

The improper or unauthorized use and disclosure of Confidential Information may constitute an administrative sanction and a crime under the provisions of the Law, the effects of which do not cease with the termination of employment. Thus, the Members shall keep such Confidential Information strictly confidential in accordance with this Code and the applicable Legislation.

All Members have the obligation to protect any personal, commercial or industrial information of other Members, and Nexxus, to which they have access due to their duties or obligations.

All Members shall collect or save only the minimum information necessary to perform their duties. Additionally, the information should only be shared for legitimate and legal business purposes, return it upon termination of employment and, where appropriate, delete it in accordance with Nexxus policies.

For the use, handling, care and custody of Confidential Information, the Members undertake and agree:

a) Not to reveal or allow such information to be disclosed to Third Parties, unless authorized by a hierarchical superior of the Company;;

b) To use the highest degree of diligence in order to safeguard the information;

c) To refrain by themselves or through Third Parties from using the information for the purpose of obtaining an economic or other benefit, in operations, transactions or activities contrary to the purposes of Nexxus, or, directly or indirectly develop any product or business other than for such purposes;

d) Not to carry out any act that aims to exploit, disclose or disseminate the industrial or intellectual property rights derived from the information to which they have access;

e) To refrain from copying, transmitting, reproducing or storing Confidential Information, unless it is essential to carry out the activities that were entrusted to thems;

f) To refrain from copying information on any non-Nexxus electronic device including USB flash drives or external memory such as the cloud, or transmitting information through email or other personal electronic communication means other than email or electronic communication means installed in the Nexxus assigned devices such as WhatsApp, iMessage or text messages;

g) Upon termination of their relationship with Nexxus, to return the Confidential Information;

h) In accordance with the Federal Law on Protection of Personal Data Held by Private Parties, the information of investors, businessmen, suppliers of goods or services, etc., must be treated under the principles of confidentiality, ethics and integrity, and under the personal data protection policies of Nexxus and may not be shared or disclosed except with the express consent of the owner of said personal data; and

i) Not to make comments, in family or social gatherings, about activities that take place within Nexxus or that are related to investments and Third Parties.

The Members shall ensure that any Third Party with whom they wish to initiate a relationship signs a confidentiality agreement to protect the Confidential Information of Nexxus that is provided using the appropriate and valid forms.

Members are likely to have access to Confidential Information due to the nature of Nexxus business that is not yet in the public domain and that a Third Party would consider important when deciding on an investment or purchase of securities. Members should avoid:

• Trading securities with Confidential Information or privileged information;
• Provide such Confidential Information to Third Parties; and; y
• Recommend to Third Parties regarding the acquisition and/or sale of securities based on Confidential Information or privileged information.

What would happen if . . .?

A Member asks me to share Confidential Information with Third Parties, can I do it?

No, unless there is a confidentiality agreement previously approved by Legal. Information related to Nexxus activities is Confidential Information, so you have an obligation to protect it, even after you stop working at Nexxus. If you share Confidential Information without a confidentiality agreement, you would be violating the Code and exposing Nexxus and you to legal consequences. Remember that you have an obligation to protect Nexxus Property and Assets, as well as its Confidential, Classified or Reserved Information.

13. IMPEDIMENTS IN SECURITIES AND INVESTMENTS

Members are prohibited from issuing recommendations on public issuers in which Nexxus has any interest, either as an advisory or shareholder; or (ii) any Member is a director or has been a director during the four immediately preceding months.

Members shall adhere to the share acquisition policies of those public companies managed by Nexxus.

14. CONFLICTS OF INTEREST

Conflicts of interest are those situations in which a person’s judgment, in relation to their primary interests and the ethics and integrity of their actions, tends to be unduly influenced by a secondary interest, which is frequently economic or personal; that is, a person incurs a conflict of interest when instead of complying with what is due (e.g. their duties and activities within Nexxus), they guide their decisions or their actions for their own benefit or that of a Third Party (e.g. friend or family member).

Private interests and the interests of Nexxus must be kept strictly separate. Therefore, all Members should avoid situations that could lead to a conflict between their personal interests and those of Nexxus. All Members must carry out their activities and functions inherent to their titles and positions, always for the benefit of Nexxus, putting, at any time, the legitimate interests of the latter over their individual interests, those of Third Parties or otherwise.

Integrity and loyalty are also essential when it comes to the private activities of Nexxus Members. All Members shall ensure that any parallel activities have been previously approved by their line manager or Compliance if such activities may create a conflict with current or contemplated activities by Nexxus.
When there is kinship or interpersonal relationships between Nexxus Members, investors and suppliers, the related Member(s) must declare such situation to Compliance.

All Members shall inform Compliance, immediately and in writing, of any relationship or commercial transaction of Nexxus with a person or company in which the Member has a direct or indirect interest, or even if said relationship or transaction could (i) create a conflict of interest, (ii) affect any action or decision of the Member, or (iii) appear to be a potential misconduct or act of corruption. Unless otherwise provided by Compliance, the Member who is in such situation shall invariably excuse himself from participating in the relevant investment, operation, bidding or transaction, as well as participating in decision-making regarding such activities or transactions

What would happen if . . .?

A family member is a potential Nexxus service provider, should I observe Nexxus policies and/or guidelines as if I were another provider?

No, because you are facing a situation in which there is a conflict of interest. You must communicate this to your hierarchical superior to Compliance to analyze the situation and make the appropriate decisions..

15. ETHICS, INTEGRITY AND CORRUPTION

All Members agree to observe the applicable Law and other internal policies of Nexxus, and the foreign legal provisions that, by virtue of their activities, are applicable to them with respect to matter of anti-corruption.

Acts of corruption are defined as “the abuse of any position of public or private power in order to generate an undue private benefit at the expense of the collective or individual welfare.” Therefore, Nexxus has zero tolerance for acts of corruption.

This is why, and in order to avoid actions that violate anti-bribery and anti-corruption Laws that may damage the reputation of Nexxus and its Members, we emphasize that it is strictly prohibited for any Member to take the following actions or omissions, among others, tending to carry out improper practices or acts of corruption:

a) Offer any benefit to a Third Party, directly or through Third Parties, in exchange for Third Parties or public servants performing or refraining from performing an act.
b) Accept or offer any bribe directly or through intermediaries. This includes the acceptance and offering of gifts of any kind, unless it falls within the standards of courtesy, hospitality, or protocol, as long as they do not intend to compromise in any way the performance of the recipient, their hierarchical superiors or Nexxus.
c) Deliver, directly or indirectly, facilitation payments, understood as the delivery of amounts of money to achieve the performance of an act, avoid an event or speed up certain procedures to entities and agencies of the public sector and/or public servants. This is also applicable, as the case may be, with respect to investors, businessmen, suppliers of goods or services and/or competitors of Nexxus.
d) Agree or enter into contracts, agreements, arrangements or combinations between competitors the purpose or effect of which is to obtain an undue benefit.
e) Failure to render accounts that prove the destination that was given to public funds or funds of Nexxus.
f) Hire someone who has been a public servant during the previous year who possesses privileged information directly acquired as a result of his employment, position or commission in the public service, and directly allows the contractor to benefit in the market or is placed in an advantageous situation derived from said privileged information.

If a Member is aware of any action, procedure, complaint, claim, fine, requirement or investigation that is initiated against said Member, by a Third Party or authority, that may violate the interests of Nexxus, said Member must immediately notify Compliance.

What would happen if . . .?

A public servant asks me for a payment in order to expedite an administrative procedure, should I make said payment?

No. Facilitating payments are strictly prohibited, as they involve the commission of an act of corruption (bribery). You must inform your hierarchical superior or Compliance so that the necessary actions are taken for the conduct of the public servant in question..

16. GIFTS AND DONATIONS

Nexxus Members may not, directly or through intermediaries, make donations or offer any kind of property, gifts, individual entertainment, travel or meals, on behalf of Nexxus with the aim of influencing decision-making and/or influence the performance of any Third Party. The delivery or receipt of gifts or donations must::

a) Be consistent with a common practice within the sector. Donations are intended to help a certain sector or institution and not influence the performance of a Third Party or a Member;
b) Have a non-substantial value;
c) Not be a violation of the applicable Laws; and
d) Not affect the image of Nexxus by disclosing its delivery or receipt.

The delivery or receipt of promotional material of any kind are totally acceptable gifts, as well as a common practice to promote services or products..

It is strictly prohibited for a Member to receive any type of gift or donation in cash or its equivalent (e.g. gift card), or that has the purpose of or result in influencing the performance of said Member. Similarly, it is prohibited to give or receive any kind of gift or donation that could be misinterpreted as a bribe.

17. POLITICAL AND/OR SIMILAR CONTRIBUTIONS

At Nexxus we respect that each of the Members exercise their right as a citizen to participate in political activities or to make personal contributions in support of candidates for public elected positions or political parties of their choice.

However, it is invariably forbidden to make contributions and participations on behalf of Nexxus, either in kind or in cash, to any individual or legal person related to a public or private entity and linked to political activities, either in Mexico or in any other jurisdiction.

What would happen if . . .?

A friend of mine is running for public office, can I help him in his campaign?

Yes, as long as you act (i) on your own behalf; and (ii) use your own resources. Remember that it is strictly forbidden to make contributions on behalf of Nexxus, to act on its behalf and to use its assets or resources.

18. WHISTLEBLOWER

Members have the obligation to report, immediately and anonymously, any conduct, act or omission that violates the Integrity Policies and/or the Law.

At Nexxus, we promote an environment of trust, allowing any concern on the part of the Member to be expressed to his hierarchical superior, including any violation of the Code.

In any other case, any report may be made using:

• Email: [email protected]; o
• Website: www.nexxuscapital.com.

Nexxus shall invariably honor the confidentiality of the information provided that is the subject matter of the report, as well as the anonymity of the accused and the whistleblower. Also, it shall be the obligation of all Members to cooperate in the investigation and/or audit processes that are carried out internally in order to guarantee the punctual follow-up and resolution of the reports filed.

Finally, Nexxus shall not dismiss, demote, suspend, threaten, harass or discriminate against any person nor shall it tolerate any type of retaliation against any Member who, by any means, reports the existence of behavior contrary to the content of this Code and/or the law.

What would happen if . . .?

I reported an improper practice or an act of corruption, shall I be penalized for having made such a report?

No. Your report is anonymous and confidential. Retaliation against any Member who reports the existence of any improper practice or act of corruption is strictly prohibited. If you believe that you are suffering retaliation for having made a report, discuss it with your superior or with Compliance.

19. COMPLIANCE WITH THE CODE

This Code shall be administered and supervised by Compliance, and Compliance shall act as the Compliance Officer, and must oversee the proper observance and application of the Integrity Policies.

Observance and compliance with this Code is mandatory, so its compliance does not replace or modify the validity of the regulations applicable to the Members. Failure to comply may cause disciplinary measures and/or legal actions under the applicable Law.

Any Member who carries out business practices or conducts or omissions contrary to those provided in this Code shall be subject to disciplinary measures in accordance with the Organization and Procedures Manual, regardless of whether they are subject to other legal actions, whether administrative or criminal.

20. PUBLICATION AND DISSEMINATION

Nexxus shall make this Code, and its updates, available to the public through its Internet page for their knowledge and consultation. With respect to the Members, this Code shall be disseminated through the ordinary and electronic means of communication deemed pertinent.

Also, the Members shall be trained in relation to the content of this Code in workshops, meetings and/or any activity deemed necessary in which various questionnaires and/or practical cases are presented and analyzed for their resolution, in order to exemplify situations arising from its application.

Dissemination and training regarding the content of this Code shall be in charge of Compliance, and Compliance, in turn, shall conduct periodic reviews to ensure its updating and knowledge by the Members, as well as the addressing of reports that are presented in violation of this Code and, conduct the investigation and/or audit processes carried out in order to guarantee their strict compliance.
Additionally, if the Members or any Third Party have any doubts, concerns and/or comments regarding the Code and/or the Organization and Procedures Manual, they may review them with their hierarchical superior or with Compliance.

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