INTRODUCTION TO THE COMPLIANCE MANUAL

The company Bell Chem Internacional SAS, is committed to complying with the Colombian regulations that govern transparency and business ethics of businesses. Therefore, it applies to the entire human team linked to the Company and to all related parties.

PURPOSE OF THE MANUAL

Development and presentation of the Compliance Manual, Compliance Policy and Transparency and Business Ethics Program defined by the highest corporate body and Management for the application of all Company officials.

SCOPE OF THE MANUAL

The controls, actions, procedures and definitions included in this Manual are applicable and mandatory for all officials, partners and third parties or interest groups with whom Bell Chem Internacional SAS has relations.

DEFINITION OF TERMS

Partner: are those natural or legal persons who have made a contribution of money, work or other appreciable monetary assets to a company in exchange for quotas, interest parties, shares or any other form of participation contemplated by Colombian laws.

Compliance Audit : is the systematic, critical and periodic review regarding the proper execution of the Transparency and Business Ethics Program.

Contractor: refers, in the context of an international business or transaction, to any third party that provides services to a Legal Entity or that has a contractual legal relationship of any nature with it.

Due Diligence: refers to the periodic review that must be carried out on the legal, accounting and financial aspects related to an international business or transaction, whose purpose is to identify and evaluate the risks of Transnational Bribery and other corrupt practices that may affect the development from the country.

Compliance Manual: is the document that includes the Transparency and Business Ethics Program of the Legal Entity.

PTEE: Transparency and Business Ethics Program.

Compliance Policies: are the general policies adopted by the Administrators of a Legal Entity so that the latter can carry out its business in an ethical, transparent and honest manner and is in a position to identify, detect, prevent and mitigate the risks related to the Transnational bribery and other corrupt practices.

Transparency and Business Ethics Program: these are the specific procedures in charge of the Compliance Officer, aimed at putting the Compliance Policies into operation, in order to identify, detect, prevent, manage and mitigate the risks of Corruption and Transnational Bribery.

Compliance Officer: is the natural person appointed by the Administrators to lead and manage the Transnational Bribery and Corruption Risk Management System.

Risk Matrix: is the tool that allows the Supervised Entity to identify Corruption Risks or Transnational Bribery Risks.

Corruption Risk Matrix: is the tool that allows the Supervised Entity to identify the Corruption Risks to which it may be exposed.

Transnational Bribery Risk Matrix: is the tool that allows the Supervised Entity to identify the Transnational Bribery Risks to which it may be exposed.

International Business or Transactions: International business or transaction is understood as business or transactions of any nature with foreign natural or legal persons under public or private law.

Corruption and Transnational Bribery Risk Management System: it is the system aimed at the correct articulation of the Compliance Policies with the Transparency and Business Ethics Program and its proper implementation in the Legal Entity.

State Contract: corresponds to the definition established in article 32 of Law 80 of 1993.

Corruption: for the purposes of this Chapter, will be all conduct aimed at a Company benefiting, or seeking a benefit or interest, or being used as a means in the commission of crimes against the public administration or public property or in the commission of of conducts of Transnational Bribery.

Transnational Bribery: is the act by virtue of which a legal person, through its Employees, administrators, Associates, Contractors or Subordinate Companies, gives, offers or promises to a foreign public servant, directly or indirectly: ( i) sums of money, or objects of pecuniary value or (ii) any benefit or utility in exchange for said public servant omitting or delaying any act related to his functions and in relation to an international business or transaction.

REGULATIONS IN COLOMBIA

First of all, note that on February 2, 2016, the Congress of the Republic promulgated Law 1778, in response to various international agreements whose purpose is to combat corruption and bribery of foreign public servants in international business transactions.

As a consequence of the foregoing, the Superintendency issued Resolution 100-002657 of July 25, 2016, which establishes the criteria to determine which companies must adopt business ethics programs, and External Circular 100-000003 of July 26, 2016 , with the administrative instructions related to the promotion of the aforementioned programs, as well as the internal mechanisms, anti-corruption and prevention of transnational bribery and through Resolution 100-006261 of October 2, 2020, which included a group of Companies with the obligation to implement this Manual, in the context of Law 1778 of 2016. Subsequently, external circular 100-000011 was issued in which the Superintendency of Companies repealed previous regulations and added chapter XIII to the Basic Legal Circular.

SANCTIONS FOR NON-COMPLIANCE

Penalty regime

In accordance with the provisions of article 5 of Law 1778 of 2016, the Superintendence of Companies will impose one or more sanctions on legal persons that engage in the conduct set forth in article 2 of the aforementioned law. The imposition of the sanctions will be carried out by reasoned resolution, in accordance with the graduation criteria provided for in said law. The sanctions may be fines up to two hundred thousand (200,000) Current Legal Minimum Monthly Wages.

Inability to contract with the Colombian State for a term of up to twenty (20) years.

criminal legislation

Transnational Bribery is classified as a crime in the Colombian Penal Code, in its article 433, generating a custodial sentence, disabilities and economic sanctions. The representatives of the Company, Directors, Employees, Collaborators and the Compliance Officer, declare that they are aware of the provisions and administrative and criminal sanctions for non-compliance with the instructions issued by the Superintendency of Companies, in matters of Transparency and Business Ethics, in accordance with the conduct provided for in Article 2 of Law 1778 of 2016.

COMPLIANCE POLICY

The Company’s Compliance Policy is based on the principles of responsibility, honesty, integrity, rectitude and ethics.

GRATIFICATION POLICY AND ALLOWED BENEFITS

Allowable benefits gratuity

Acts of commercial gratification are allowed only for the legal representative, administrators, directors and partners of the Company; those acts of commercial courtesy, such as details of thanks, bonuses or others, which, in any case, may not exceed 0.2 SMMLV, per person or entity with which such gratification is made.

Gratuity and benefits not allowed

The legal representative, collaborators, associates, directors, and in general any representative of the Company, are prohibited from:

Commissions or tips: Any practice that could be considered corrupt is not accepted, that is, that intends to grant commissions or tips in contravention of ethical and transparency requirements.
Give or promise (or receive/accept), directly or indirectly, money, gifts or benefits: Be these of any kind, personally or to third parties, (public administration, associations, other organizations of a similar type, clients, suppliers, and third parties private), with the purpose of obtaining an undue advantage, of a personal nature or for the company, seeking to influence the recipient.
Illegal or Reprehensible Conduct: All collaborators, representatives, managers or associates will avoid committing any reprehensible conduct or that includes corrupt practices, to achieve economic objectives or benefits for the company.
It is prohibited to give/promise, receive/accept, directly or indirectly, any kind of compensation: That is, any type of gift, economic advantage or any other benefit from, or for, a public or private party and/or entity represented directly or indirectly by that party (including through family members).

In general it is prohibited to receive:

Gifts, presents, donations, contributions, entertainment, cash or material things of value, commissions, tips, in exchange for obtaining their own benefit in relation to business for the company, obtaining their own benefit in bidding processes in which they participate the company and/or have a conflict of interest.

PRACTICES CONSIDERED CORRUPT IN NATIONAL AND INTERNATIONAL BUSINESS OPERATIONS (CORRUPTION AND TRANSNATIONAL BRIBERY)

The purpose of the anti-corruption and anti-bribery policy of Bell Chem Internacional SAS is to declare the Company’s commitment to the institutionalization of ethics and transparency among all its collaborators.

In accordance with the foregoing, at Bell Chem SAS, any type of bribery is prohibited, therefore, any person within the company who suspects or has knowledge of any conduct that implies corruption or bribery at any level, must immediately report it to the compliance via email, oficialdecumplimiento@bellchem.com.co designated by the company or the ethics line lineaetica@bellchem.com.co and the Company’s Administration will respond to all these reports and will take the necessary actions.

Policy corruption and transnational bribery

Employees, managers or representatives who travel abroad for business reasons on behalf of the Company or on its behalf, may not:

Offer, give, promise, authorize, money or any tangible asset (cash, gifts, loans, meals, travel, lodging) to any public servant, or natural person or legal entity, in order to obtain, retain, or address business to anyone, to gain an advantage.
The granting of gifts, trips, hospitality, gift cards (bonuses) is prohibited, even if they are not of material value, if it is considered a corrupt act, to obtain an inappropriate advantage or obtain a favor, a favorable concept towards the Company or its representative with the person’s own money.
Payments may not be made, gifts, benefits or unauthorized commissions may be granted through intermediaries; such gratuities and benefits must have the prior approval of the manager who leads the corresponding area, notifying the accounting area and the Compliance Officer.
Concealment of unauthorized bonuses, gifts, or commissions through recording other expenses is prohibited.
They cannot give gifts, trips, hospitality, gift cards (bonuses), even if they are not of material value, if it is considered a corrupt act, to obtain an inappropriate advantage or obtain a favor, a favorable concept towards the company or its representative, with expenses borne by the company.
Contributions, contributions to political campaigns, on behalf of the company directly or indirectly, through payments, advertising, or to any entity related to a political office, must not be made without prior authorization from Management.
Advances for expenses of public employees, charged to the company, are not authorized.
If it is a former public servant, contracted with the Company, in no case may he use the confidential information of the company or the government entity or influence peddling due to the position he held.
National or international public officials will not be offered any type of gratuity, bribe, gift, gift or other similar to obtain advantages or agility in procedures or competitive advantages such as corrupt practices with national or international government entities.

SPONSORSHIPS AND CONTRIBUTIONS

The Company may make contributions and sign sponsorships, to support projects proposed by public or private entities, or by non-profit organizations, duly established in compliance with the law, that promote values consistent with those contained in this Program.

GRANTS

Concessions, financing or subsidies provided by the National Government, or another public institution must be used solely and exclusively for the objectives for which they were requested and received.

No employee may authorize concessions, subsidies, financing on behalf of the company, without the proper Approval of the Legal Representative of the Company.

CONTRACTS OR AGREEMENTS WITH THIRD PARTIES

It will be considered to include in the contracts or agreements signed by the Company clauses, declarations or guarantees that regulate the prevention of conducts that constitute Transnational Bribery or in general any practice or act that can be considered corrupt, in attention to what is established in this Program in a gradual process of adjustment in the coming years.

CONFLICTS OF INTEREST

The legal representative, directors, executives and employees will ensure that all decisions made in the course of their activity are in the interest of the Company. Conflicts of interest must be reported to the Compliance Officer in order to adopt the conduct necessary to retain independence of judgment.

POLITICAL PARTIES AND INTEREST GROUPS

The Company relates transparently with all political parties, in order to effectively present their positions on issues and topics of interest. Thus, the Company must maintain transparent relationships with trade associations, unions, environmental organizations and associations.

TRANSPARENCY AND BUSINESS ETHICS PROGRAM AND ITS PRINCIPLES

The Business Ethics and Transparency Program, anti-bribery and anti-corruption, is established under the declaration of six (6) fundamental principles:

Good Faith: This principle seeks that actions are carried out in good faith, with diligence and care, permanently ensuring respect for people and compliance with the law,

Honesty: To the extent that all workers are aware of their responsibilities and their labor, moral and legal obligations.

Loyalty: All employees, associates, contractors and individuals related to the foregoing, as well as any person who has knowledge of conduct that constitutes foreign bribery or other corrupt practices related to the Company, must immediately report it to the Compliance Officer.

Legality: All persons related to the Company are committed to ensuring compliance with the Constitution and Colombian laws.

General and Corporate Interest: All actions must always be governed by the general interest and management at all levels must be devoid of any personal economic interest.

Veracity: We say and accept the truth above any consideration.

IMPLEMENTATION OF RECOMMENDED PRINCIPLES

The Transparency, Business Ethics Program, in accordance with the provisions of current regulations, will apply the following principles:

Commitment of Senior Managers in the prevention of corruption and Transnational Bribery;
Assessment of Risks related to Transnational Bribery;
Launch of the Transparency, Business Ethics and Anti-Bribery and Anti-Corruption Program
Assignment of functions to the Compliance Officer;
Application of Due Diligence Procedures;
Ensure the supply of economic, human and technological resources, as required by the Compliance Officer.
Control and Supervision of Compliance Policies and the Business Ethics Program.
Disclosure of compliance policies and the Business Ethics program
communication channels to confidentially report violations of the Business Ethics program oficialdecumplimientoågrofrut.com.

REQUIREMENTS OF THE TRANSPARENCY AND BUSINESS ETHICS PROGRAM

Includes the design, approval, monitoring, dissemination and training that guides the actions of counterparties and the company in the Transparency, Business Ethics and Anti-Bribery and Anti-Corruption Program, which consists of the following guidelines:

Add contractual clauses in contracts signed with contractors that have a higher degree of exposure.
Control and Supervise compliance with the policies contained in the Program
Communication and dissemination strategies aimed at Employees
The Legal Representative and the highest corporate body will have the economic, operational and technological resources for the proper fulfillment of the tasks assigned to the Compliance Officer.
Establish communication channels that guarantee confidentiality to denounce and inform about activities related to Transnational Bribery or any other corrupt practice, such as: oficialdecumplimiento@bellchem.com.co and lineaetica@bellchem.com.co.
Establish control and audit systems.
Contributions and donations policy.
Entertainment, food, lodging and travel expenses policy.
Policy of archiving procedures and conservation of International transactions.
Policy regarding the payment of commissions to employees (Refer to the contract of each employee – it is defined by portfolio collection) there are no other forms of commissions.
Implementation of sanctioning procedures in accordance with legal regulations.
Be translated into the English language as the universally predominant language.

ASSESSMENT OF RISKS RELATED TO FOREIGN BRIBERY

Although the analysis of the operations carried out by the company preliminarily concludes that the risks of corruption and transnational bribery in the terms of chapter XIII of the Basic Legal Circular are normal, taking into account that the operations or transactions with official entities where it could configure crimes against the public administration or public officials.

COMMUNICATION CHANNELS

The company, accepting good practices, establishes the emails of oficialdecumplimiento@bellchem.com.co and lineaetica@bellchem.com.co as a communication channel . in order to ensure the prevention, identification and treatment of acts and behaviors that are considered illegal because they lack legitimacy and transparency. The reporting channels to the Supersociedades for crimes of corruption and transnational bribery are:

https://www.supersociedades.gov.co/es/web/asuntos-economicos-societarios/canal-de-denuncias-por-soborno-transnaciona

https://www.supersociedades.gov.co/denuncias-por-corrupcion

ROLES AND RESPONSIBILITIES

Company Management: It is responsible for the administration, prevention and detection of money laundering risk, fraud, corruption, bribery or other behaviors that affect transparency.

The highest corporate body: It is responsible for appointing the Compliance Officer and supplying the economic, human and technological resources that it requires. Define and approve policies and mechanisms for the prevention of corruption and transnational bribery

The compliance officer: Is the person designated by the highest corporate body to lead the program and manage the Transnational Bribery and Corruption Risk Management System

Human Team: All company workers must ensure ethical and transparent management in their respective areas and in the company in general.

DISSEMINATION AND TRAINING

The disclosure of the Transparency, Business Ethics and Anti-Bribery and Anti-Corruption Program must be done by publishing it on the Company’s website. Additionally, the Compliance Officer will conduct annual training for all company employees.

SANCTIONS FOR VIOLATIONS OF THE COMPLIANCE MANUAL, COMPLIANCE POLICY AND TRANSPARENCY AND BUSINESS ETHICS PROGRAM

The sanctions that the company will apply, in the face of violations of the rules regarding the transparency and business ethics program, may result in serious offenses for direct employees and/or their representatives, including dismissal for just cause, in accordance with the provisions in the Substantive Labor Code.

CORRECTIVE ACTIONS

In matters related to workers linked to the company, the legal labor regulations and the Company’s Internal Regulations must be followed. Clients and Suppliers of goods and services and distributors must comply with what is contractually agreed in the legal act that regulates the obligations and PROGRAM OF TRANSPARENCY AND BUSINESS ETHICS (CORRUPTION AND TRANSNATIONAL BRIBERY) and the forms legally provided to terminate the link if necessary.

ADOPTION OF THE COMPLIANCE MANUAL, POLICIES AND TRANSPARENCY AND BUSINESS ETHICS PROGRAM

The Compliance Manual, Compliance Policy and Transparency and Business Ethics Program, was submitted to the consideration of the highest corporate body of the Company by its Legal Representative, thus complying with the recommendations of the Superintendence of Companies in external Circular 100-000011 of 2021.