CODE OF ETHICS AND ANTI-BRIBERY AND ANTI-CORRUPTION POLICIES

This code of ethics (the “Code”) is mandatory for all partners, lawyers and trainees of Pérez

Correa, González y Asociados, S. C. (PCG). The Code contains principles that serve as a guide for

everyone's conduct, and define the type of institution we are and want to continue to be in the

long term. These are general principles, so the specific rules or examples included do not exhaust

the principle in question and have been included for illustrative purposes only.

When in any particular case it is not sufficiently clear in which way the principles of this Code

apply, one should be conservative (in case of doubt, opt for the application of the principle), and

use common sense. In any case, when in doubt, a lawyer or trainee should consult the partner in

charge.

  1. Obligations to PCG

First of all, the Firm is an institution. Those of us who are here have an obligation to continue to

build it, and to make it viable in the long term. To better understand the ethical obligations to the

Firm, it is pertinent to explain what kind of institution we are and want to continue to be.

The idea of an institution for the long term determines our starting point. The Firm is a business,

and as such competes in the marketplace. Within that market, we want to be considered the best,

at least in the following two senses: as providers of legal services (both technically and ethically),

and as people of integrity (both ethically and technically).

In that sense, PCG is a brand. Our brand differentiates us from other firms and positions us in the

market. It is very difficult and time-consuming to acquire an impeccable reputation (not to

mention that there is a negative presumption against lawyers from the outset); on the other hand,

it is very easy, and takes only one act, to destroy that reputation. Thus, our ethical conduct is

necessary for PCG because (i) it is indispensable to our long-term viability, (ii) it allows us to

acquire and maintain an impeccable reputation, which is better business because it attracts the

best clients, and (iii) it allows all of us to develop professionally and share in its reputation. In that

sense, the dishonest conduct of even one of its members damages PCG's brand-possibly forever

and thus affects us all. The following are some specific obligations to the Firm.

  1. The most important thing is PCG as an Institution; individuals are in the background. Thus, it is

vital to take care of the Firm's reputation, as this is indispensable for its long-term viability. Money

is also in the background, as it is essential for the Firm's long-term viability.

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money comes only if we manage to have and maintain an impeccable reputation. This principle

has two aspects:

  1. a) We have an obligation, to be honest with the client; and
  1. b) Faced with the "dilemma" of whether or not to represent a dishonest client, we must choose

not to do so, regardless of the amount involved (again, in the long run, we will gain more if we are

honest).

We have an obligation to be diligent, responsible, and technically impeccable when providing legal

services. As mentioned, the reputation we want is twofold: the best lawyers, and the most ethical.

We have an obligation to study and keep ourselves updated and informed in the subjects of our

individual specialization.

We have an obligation to be fully aware of, and always apply, this Code, and to protect the

reputation of the Firm, both inside and outside the Firm.

We have an obligation to communicate to our clients (present, future, and prospective) the

contents of this Code and to state clearly and categorically that we will not violate it for any

reason.

Clients belong to the Firm; therefore, we have an obligation to serve them through the Firm, to

work as a true team, to keep others informed, and to use their resources as best suits the Firm.

We have an obligation to prevent other members of the Firm from violating this Code.

  1. Obligations to customers.

When do our obligations to our customers arise? The contract is consensual, so the agreement of

wills between the client and us is sufficient. One of the reasons why we normally ask for an

advance payment or engagement fee from new customers is precisely to establish a certain date

for the beginning of the contractual relationship (date of payment). However, it is not necessary

for there to be a payment of money for the contractual relationship to begin.

What is the material scope of the customer relationship? Many times it is not clear exactly for

what specific matter or matters a client hires us. This is a widespread practice in Mexico. However,

this lack of clarity is potentially detrimental to PCG because it may result in the client claiming that

we have not supervised or arranged some matter that we do not consider part of the contract. A

dispute over this can cause the client to cease to be a client, severely damage the reputation of

the Firm, and affect other potential clients (according to experts, for every client lost, another 10

are lost in the future). Therefore, before initiating a relationship with a client, we should send

him/her a proposal or engagement letter, where we clearly express the terms of the

representation (hourly fee, suspension of services for non-payment, etc.), and the matter or

matters to be covered. The clearer everything is for the client, the better for the Firm.

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Who makes the decisions? Our service consists of representing and advising the client with respect

to his interests and objectives. Sometimes the question arises as to the extent to which we must

follow their instructions. We cannot follow any instructions that violate the Law or this Code.

Within those limits, the general rule is that the client decides the "what" and we decide the "how"

(objectives v. means). Similarly, the client is the owner of the substantive rights and therefore the

decision-maker in this regard (how much to sell, whether or not to sue, negotiate, etc.), and we

are his advisors, so we decide strategic and procedural issues (how to approach things, what to

draft to achieve the results the client seeks, etc.).

However, if the client insists on a solution or path that we do not recommend, he will have the

final say (unless the solution is illegal). When it comes to negotiations, we cannot agree with the

other party on anything that the client has not previously authorized (unless they authorize us to

negotiate at our discretion). Finally, it is unethical to prevent the client from reaching an

agreement (even if we gain "less"), since the client is the right holder and therefore has the last

word (we cannot go further than advising him on the best way to achieve his objectives).

What we can do is to limit the scope of our services: when we do not agree with something the

client intends to do or the way he/she intends to solve a problem, we can limit or frame the scope

of our advice, excluding what we do not agree with. What we can never do is advise or help a

client to violate the law or commit illegal acts, although we can assist a client to appeal or legally

challenge the content of the law (via Amparo, for example).

How and when does the relationship with a client end? As a general rule, it only ends when the

client terminates the contract with us, or when we resign from the representation (we will see

that the latter has its limits). In other words, even if a client is no longer "active", in principle we

are still his or her lawyers (and this Code still applies). However, if we agreed that we would only

provide services limited to a particular project (giving an opinion, etc.), the relationship is

terminated when the project ends-which brings us back to the importance of the engagement

letter. In any case, when the relationship with a client is terminated, we are obliged to return the

client's original documents and leave a written record of that fact and what was returned to the

client. When we design, we must always communicate it clearly and explain the reasons for the

resignation.

The following are specific rules with respect to clients.

Client identification. The representation -and our obligations- are exclusive to the client. Thus, for

example, when the client is a corporation, our obligations are to the corporation, not to its

employees or officers; when we represent a person, our obligations are to that person, not to his

or her relatives or close associates.

Competent and diligent representation. We have the obligation to protect and facilitate in the

best possible way the interests of our clients, but always within the limits of the Law and/or this

Code.

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We have an obligation to adequately prepare and investigate matters, and to provide competent,

objective, and technically impeccable advice. This does not mean that we are obliged to be

infallible and always right. But it does mean that we cannot be negligent or careless: we are

obliged to (i) research all relevant sources (laws, regulations, case law, criteria, doctrine); (ii)

review documents and ascertain the relevant facts; and (iii) give objective and measured advice,

including the various possible alternatives and consequences. Therefore, unless it is beyond doubt,

we should not be categorical in our opinions (we should use expressions such as "probably",

"possibly", etc.); after all, the ultimate legal reason is dictated by the courts, not by us.

We have an obligation to be diligent, efficient and attend to client matters without undue delay. In

this sense, "too much work" is not a cause for undue delay.

We have an obligation to keep the client reasonably informed of the status and progress of its

affairs. This includes responding reasonably promptly to the customer's calls, mails, etc. It also

includes informing the client adequately and sufficiently to enable the client to make sound

decisions regarding its affairs.

Material Scope. We must not accept any matter for which we cannot provide competent

representation (i.e., a matter that is outside our practice). If outsourcing or teaming with other

lawyers gives us the ability to provide the service, we may accept the matter, but only if the client

knows and approves (documentary evidence must be provided). In the latter case, we have the

obligation to make it clear which are the responsibilities of the Firm and which are those of the

third parties.

When we are asked to represent a client in a matter for which we do not have sufficient

knowledge and/or experience, we are obliged to communicate this circumstance to the client. It is

legitimate to expand the areas of our practice; in fact, as lawyers, we learn something new every

day (those who do not want to learn have no place in the Firm). What is unethical is to lie or

mislead the client.

  1. Relationship with the client. We are obliged to be fair and reasonable with the client. Once we

agree to represent a client, we cannot resign or abandon his or her affairs, except for just cause

(otherwise we may even commit a crime).

What are the justified causes to resign? We have the obligation to resign when the client insists on

involving us in illicit conduct or illegal solutions. This does not mean that we are responsible for

what the client does (unless we are complicit). It does mean, however, that we have an obligation

to forgo a client who asks us for advice or assistance in committing wrongdoing. Other than the

above, the "just cause" must be real and truly powerful; indeed, we can only resign a client for

non-payment when we warn him in advance of doing so (we cannot quit).

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matters dropped). Nor can we keep the client's original documents and other papers for non-

payment. We can sue the client for non-payment, although here it is necessary to take into

account other considerations (message to be sent, type of client, etc.).

  1. Honest collection. We have the obligation to respect the agreement with the client regarding

the fees we are going to receive. Obviously, in the case of hourly fees: we must not charge for

hours of work over and above what was agreed, nor for hours at the agreed rate, but which were

not worked. In relation to expenses, apart from the fact that it is not very intelligent to finance

clients (we are a law firm, not a bank), when we make expenses on behalf of the client, it is

permissible for the reimbursement to be total (we leave in the state we would have if we had not

financed the client), so when charging the client we must take that into consideration. It is

possible to share the fees with other lawyers or law firms, but only if the client knows about it.

  1. Confidentiality. This is one of the most important obligations, especially for the client.

Therefore, we have the obligation to keep confidential all non-public information provided to us

by the client, including the fact that we are the client's lawyers, when the client so requests.

Confidential information may be shared with the other members of the Firm unless the client has

expressly requested otherwise; however, even in this case, the fact of the representation and

general nature of the matter must be shared at least with all partners of the Firm (to verify

possible conflicts of interest, etc.).

Confidential information only ceases to be confidential when it is made public by the client or

others. In that sense, if someone in the Firm "got out" of it by discussing something with someone

else, it does not mean that others can call a press conference because the information is already

"public". Confidential information cannot be shared with our partners, family members, friends,

students, classmates, or the press.

The obligation of confidentiality subsists after the contractual relationship with the client has

ended, and we may never use it to the client's detriment, nor to our benefit or that of anyone else.

Obviously, the above prohibition includes privileged information (information that has value

precisely because it is not public), the misuse of which constitutes a crime (article 52-BIS of the

Securities Market Law).

  1. Conflict of interest.

We are obliged to be loyal to our clients. Conflict of interest may take several forms, but the basic

concept is that we cannot represent a client when any other personal interest of the Firm or of

other clients compromises our ability to provide fair, objective, and beneficial advice to such

person (our obligation is to represent the client in the best possible manner for his or her

interests).

As a general rule, a conflict of interest affecting one client affects everyone in the Firm, unless the

client or clients in question expressly agree to create a "Chinese wall". The client may accept our

representation, even if there is a conflict of interest.

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However, this is not in our best interest, nor is it wise to do so, since as a general rule, one (or

both) of us will be dissatisfied, especially since it does not help our reputation to represent both

sides of a transaction; moreover, in litigation, this constitutes a crime.

When for any reason a conflict of interest arises with an existing client, we are obliged to inform

them immediately (and if necessary, resign). In the case of a conflict between two clients, as a

general rule, the first in time shall be the first in law (the second shall prevail when, for justified

reasons, we decide to let the later client remain).

Finally, when within a transaction or proceeding we represent two clients on the "same side"

(both on the selling side, or the plaintiff, etc.), provided that (i) both clients do not have opposing

positions (opposing interests), (ii) their legal positions are not contradictory (it is in the interest of

one to allege the application of an article and the other to deny it), and (iii) the client consents in

an informed manner to such a situation.

It is worth remembering that by complying with these obligations with respect to the clients we

are also complying with the Firm and with ourselves.

III. Obligations to the profession.

As lawyers we have the professional obligation to comply with the Law, including, of course, those

special rules applicable to our profession (articles 231 to 233 of the Penal Code, and 2588 to 2592,

and 2606 to 2615, of the Civil Code). One of the most important aspects is that we have the

obligation not to lie, or simulate acts, or allege obviously improper matters. Likewise, we have a

general ethical obligation to pursue justice, and not to damage the (already very damaged)

reputation of our profession.

  1. Obligations to the authorities.

The practice of our profession places us in a situation of constant interaction with authorities of all

branches of the three levels of government. At all times we must maintain a respectful and

professional treatment towards the public servants with whom we are forced to interact,

regardless of their rank. This does not imply tolerating injustice or arbitrariness against our clients,

but we must remember that our mission as lawyers is to always use the appropriate legal channels

to defend their interests.

This frequent interaction with the authorities entails a degree of vulnerability in terms of

corruption. We must keep in mind that, apart from the intrinsic immorality of corrupting a public

servant, participating in acts of corruption entails serious administrative, economic, criminal and,

above all, reputational consequences.

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The foregoing is accentuated in accordance with the provisions of the laws on the subject, which

establish penalties for both public servants and private individuals who promote or benefit from

corruption. Furthermore, these sanctions can be extended not only to the lawyer who has

participated in its commission but also to the Firm and even to our clients. In other words, a

lawyer who participates in acts of corruption fails in his obligations to the authority, to the firm,

and to his clients, discrediting the profession and all those who interact with him, regardless of his

innocence.

In this order of ideas, the following conducts have been typified by the Mexican legal framework

on the matter, so that every PCG lawyer must be aware of them and, at all times, and regardless of

the pressures to which he may be subjected, avoid their commission:

Bribery.

It consists of offering or delivering any undue benefit to a public servant, directly or through third

parties, in exchange for such public servant to perform or refrain from performing an act related

to his functions or those of another public servant or abuse his real or supposed influence, with

the purpose of obtaining or maintaining a benefit or advantage, regardless of the acceptance or

receipt of the benefit or the result obtained.

When speaking of corruption, bribery is the first conduct that comes to mind, and indeed, it is the

most prevalent in society. This is no pretext for us to engage in it. We must keep in mind that

there are no "small" or "justifiable" bribes. Giving a small amount to a minor official is as serious as

giving a million-dollar sum to a senior official in the public administration. The giving of gratuities

and facilitation payments is prohibited by the Mexican legal framework and is therefore equally

unacceptable.

Unlawful participation in administrative proceedings.

This consists of using fraudulent means to participate in administrative proceedings, despite being

legally prevented or disqualified from doing so. This conduct includes the intervention in one's

own name, but in the interest of another or other persons prevented or disqualified from

participating in administrative proceedings, with the purpose that the latter obtain, totally or

partially, the benefits derived from such proceedings.

As has been repeatedly mentioned, we cannot be accomplices to the unlawful conduct of our

clients. In this regard, if a client who is barred or disqualified from participating in administrative

proceedings wishes to use fraudulent means to participate, we are obliged to waive our client's

representation.

Influence peddling.

It consists of using (real or apparent) influence, economic or political power, over any public

servant, with the purpose of obtaining a benefit or advantage or to cause harm to any person or to

the public service, regardless of the result obtained.

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It is undeniable that the exercise of the profession will lead us to interact with people of great

influence in public life, both in the public sector and in the private sector. However, it is totally

unacceptable to pretend to use the influence of our contacts, or even our own influence, to solve

our clients' problems. As lawyers, our professional prestige must be based on our experience in

using all the legal tools at our disposal to achieve the results desired by our clients. We should not

be seen as lobbyists and that is not the objective of the Firm.

Use of false information.

This consists of submitting false or altered documentation or information to the authorities or

simulating compliance with the requirements or rules established in administrative procedures,

with the purpose of obtaining an authorization, a benefit, advantage or to harm any person.

Presenting falsified or altered documents before the authorities, as well as deliberately

misrepresenting the truth, are conducts typified by all the penal codes of the country. Therefore,

at all times we must conduct ourselves based on the truth.

Collusion.

Consists of executing, with one or more accomplices, actions that imply or have the purpose or

effect of obtaining an undue benefit or advantage in public contracting. This offense includes the

execution of contracts, agreements, arrangements, or combinations between competitors, the

purpose or effect of which is to obtain an undue advantage.

As mentioned above, the professional reputation of lawyers derives from their experience and

ability to use the legal tools at their disposal to benefit the interests of their clients. In this order of

ideas, when we wish to participate in public procurement, we must conduct ourselves with

honesty, offering our services with fair compensation for our work, avoiding seeking the contract

by colluding with our colleagues to obtain it. In the same sense, we shall also refrain from being

accomplices of our colleagues who wish to obtain an undue advantage in public procurement.

Misuse of public resources.

This consists of appropriating, misappropriating, misusing, or diverting public resources, whether

material, human or financial, from the purpose for which they were intended. This includes the

omission to render accounts that prove the destination of such resources.

If for any reason, we are entrusted with the use or administration of public resources, we have the

obligation to strictly oversee that they are used for their intended purpose. This obligation implies

two conducts, on the one hand, to verify that public resources are effectively used in accordance

with their function and, on the other hand, to duly document said use, making available to

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The competent authorities the corresponding information in accordance with the provisions of the laws of transparency and access to information.

Improper hiring of former public servants.

This consists of hiring a person who has been a public servant during the previous year, who

possesses privileged information directly acquired by reason of his employment, position, or

commission in the public service, and directly allows the contracting party to benefit in the market or place himself in an advantageous situation compared to his competitors.

When hiring former public servants, we must be very clear and forceful in establishing information barriers, to avoid benefiting from any privileged information that they may have obtained and that is not in the public domain. It is perfectly licit and legal to incorporate former public servants to the Firm to take advantage of their experience and professional prestige. What is inadmissible is to use the privileged information to which they have had access to obtain a competitive advantage over our colleagues.

Every lawyer who wishes to join PCG, as well as every potential client, should be warned that the Firm is not willing to be a participant or accomplice in the commission of the behaviors described above, no matter how apparently advantageous they may seem. Corruption is a great burden that, besides discrediting our profession, is the cause of many of the ills that afflict the country.

Furthermore, as lawyers, we must remember that our professional value lies in finding legal

solutions to solve our clients problems in accordance with the law, and corrupt solutions are the antithesis of the purpose of our profession.