Code of Ethics and Conduct

Introduction

R2 provides fast and flexible financing to small and medium-sized enterprises (SMEs) in Latin America (Latam) in order to promote financial inclusion and economic development in the region, thereby improving the quality of life of the population.

We carry out this activity by taking advantage of the benefits of technology and through alliances with other companies that, like us, rely on technology for the development of their businesses.

The achievement of our business objectives is carried out following the highest standards of conduct, therefore R2 and the people who are part of it are committed to act permanently in accordance with the values of the organization.

This Code of Ethics and Conduct (the "Code") is the formal expression of R2's commitment to its customers, suppliers, shareholders, employees, authorities and society in general (stakeholders), and establishes the reference framework that guides the conduct of R2 and its members.

Objective and scope of application

The purpose of this Code is to establish the values that distinguish R2, as well as the general guidelines that guide the conduct of the people who are part of it, in order to avoid improper or unethical actions.

At R2 we are fully convinced that the only way to achieve sustainable results for the company and for the benefit of our stakeholders is through conduct based on ethical principles.

In this sense, at R2 we are aware that ethical corporate behavior is everyone's task, and that each one of us is responsible for our actions, which is fundamental to achieve our permanence in time and to face the challenges we set ourselves and the challenges that reality permanently presents us with.

By virtue of the above, this Code is applicable to directors, administrators, managers, employees and collaborators in general of R2, and we are all convinced that the observance of the principles and values that gave rise to us are the best business strategy.

Our Mission, Vision and Values

At R2 we are clear that our mission is to empower SMEs in Latam through access to fast and flexible capital.

Likewise, we put our best efforts and talent to achieve our Vision, creating the financial infrastructure for SMEs in Latam.

We are convinced that following our Values on a daily basis is the key to staying on track and achieving our objectives in a sustainable manner.

The values that inspire our corporate philosophy are:

• Integrity: We are convinced that the only way to do business is to base our conduct on ethics, promoting fair and equitable treatment, within the framework of legality and good practices. We act in a clear and transparent manner, and seek to compete on a level playing field.
• Innovation: We strive to offer our clients the best financial product through the most innovative, attractive and simple technological solution. We are empathetic with our clients' needs and therefore we permanently challenge ourselves to continuously innovate and find opportunities in those paths that are difficult for others to access.
• Responsibility: We are owners of our individual performance, we know that we have a responsibility with our stakeholders, therefore we develop our activity seeking the greatest benefit for our shareholders, customers, suppliers, employees and for society in general.
• Resilience: We grow steadily, learn quickly from the lessons of daily challenges and close the gaps we find in our areas of opportunity. We are convinced that something that does not exist today is an opportunity to create it tomorrow.
• Inclusion: We know that access to opportunities is the differentiating element of things, which is why we seek to ensure that our business enables financial inclusion in the region, while including people with different talents and attributes in our teams, with no greater distinction than that of their own merit. We firmly believe that inclusion diversifies and strengthens us.

General Principles

At R2 we are clear that our conduct must be permanently guided by our Values, and that this Code provides us with general guidelines for action in various areas of our daily work, as we are certain that the integrity, permanence and good reputation of R2 is a team effort.

In the same way, each one of us at R2 is clear that the prosperity of our business will not be achieved if we do not work tirelessly and responsibly, being clear and transparent, finding new opportunities, showing gratitude and being empathetic with all those around us, because these premises have been the origin of R2 and will be the ones that will lead us to achieve our goals over time.

Inclusion, Diversity and Human Rights

The achievement of our Mission and Vision necessarily implies the constant promotion of financial inclusion. The central element of our business model is to provide SMEs with access to fast and flexible financing, which is why we seek to prioritize this objective.

Likewise, within R2 we promote inclusion at different levels and areas of the organization, regardless of sex, age, gender, nationality, health status, sexual orientation, political and/or religious beliefs, physical characteristics or disability, economic condition, pregnancy, among others.

We are certain that encouraging diversity in our teams makes us more competitive and fosters a work environment with a human touch.

Therefore, at R2 we are aware that our Integrity Value cannot be a reality without total and unrestricted respect for human rights, and in this sense we base our conduct on this, showing zero tolerance for behavior that deviates from this premise.

We do not tolerate any act of discrimination, harassment, bullying or violence in any form, and any breach of this guideline of conduct must be reported through the channels established in this Code.

We respect the free development of the personality of each one of us, and we know that the execution of our functions requires the maximum talent and disposition, therefore we are prohibited from consuming alcohol or being under the influence of any psychotropic substance during the time in which we carry out our work activities.

Likewise, at R2 we respect religious beliefs and political positions, but we are aware that activities related to these aspects must take place within the personal sphere of employees, officers, shareholders and other members of R2. In this sense, R2 as a company does not adopt political or religious positions, nor does it contribute to parties, associations, unions or any other form of organization of a political or religious nature.

For R2, one of its highest priorities is its people, which is why we strive to create and maintain a humane and safe work environment based on respect and tolerance.

Sustainability

The first manifestation of R2's commitment to sustainability is through the provision of financing to SMEs in Latam, providing access to financial solutions that improve people's quality of life and promote economic development in the region.

Likewise, we seek to finance SMEs whose objectives are legal and we avoid offering our financial solutions to companies with illicit or unethical activities, which could affect society and our reputation.

For R2 it is particularly important to be able to finance SMEs whose goals are aligned with sustainability, and which seek to promote environmental protection, the responsible use of natural resources and the achievement of business objectives that benefit society.

Likewise, at R2 we take into account environmental, social and corporate governance (ESG) factors in the development of our activities and we are firmly committed to making an efficient and reasonable use of natural and technological resources, in order to leave the smallest possible ecological footprint for future generations.

Conflicts of Interest

We know that the best way to achieve our goals is by acting impartially, objectively and free of conflicts of interest. We recognize that the objectives of R2 have absolute priority over the personal interests of those who make up R2, because in this way we can protect the interests of our stakeholders over time.

However, we recognize that any of us may be placed in a situation of conflict of interest, real or apparent, in which case it is necessary to make Compliance aware of the specific situation as soon as possible, so that the Compliance team can analyze the case and recommend the necessary actions or measures to mitigate the effects of the conflict of interest.

For R2 there is, or may be, a conflict of interest when the personal interests of R2 members intervene, or appear to intervene, with the interests of the company.

There are several assumptions that could place us in situations of conflict of interest, such as:

• Relationships
• Kinship relationships
• Gifts and benefits
• Relationships or links with customers or suppliers
• Conducting professional, academic, commercial or business activities
• Participation in governing bodies of other companies or corporations
• Participation in companies or civil partnerships
• Participation in congresses, conferences, interviews, forums, events, workshops, symposiums, among others
• Investments

Each specific situation will have individual elements that will determine how to proceed, which is why we have a "Policy for the Management of Conflicts of Interest", which establishes the particular guidelines to be observed in each case.

Failure to disclose a conflict of interest, real or apparent, constitutes a breach of this Code, and the violator may be subject to a sanction under the terms established in the Code, depending on the seriousness and circumstances of each case.

Corruption, Bribery and Fraud

We are aware of the negative consequences of corruption and its different manifestations, therefore we always conduct ourselves observing our Integrity Value.

Therefore, it is strictly forbidden in R2 to make, allow, offer, receive or tolerate, directly or indirectly, any payment or benefit, in cash or in kind, that could be construed as bribery and that influences or could influence any decision of R2, its stakeholders or any third party, with the purpose of obtaining, receiving or granting an undue benefit or advantage.

Likewise, we must avoid engaging in any activity that could be construed as an act of bribery or corruption.

In the same vein, we condemn any fraudulent behavior, whether internal or external, that is intended to obtain an undue benefit through deception or false or distorted information.

To strengthen our commitment against corruption and bribery, at R2 we permanently observe the guidelines established in our "Anti-Corruption and Anti-Bribery Policy".

Any conduct that constitutes or could constitute an act of corruption, bribery or fraud must be reported through the channel established in this Code or reported to Compliance as soon as possible, so that the Compliance team can analyze the case and recommend the actions or measures deemed necessary.

Personal Data Protection

We are convinced that personal data is the main element of the privacy of individuals, therefore for R2 the protection of such personal information is one of its primary commitments.

In this sense, the treatment we give to the personal data we collect is in accordance with the applicable regulatory framework, and we make sure to grant the highest protection to such data, which is why we avoid their undue disclosure and only allow access to them to staff and third parties who, by virtue of a justified legal reason, can and should know such personal information.

We know that inappropriate treatment can have negative consequences for the owner of the personal data and for R2, so we ratify our commitment to the protection of personal information through the permanent observance of our "Personal Data and Privacy Policy".

Confidentiality and Information Security

At R2 we are aware of the importance of confidentiality and safeguarding the information of R2 and its stakeholders, therefore we control and restrict access to the information according to its characteristics, so that it is only known to those persons who, based on a justified legal cause, can and should know it.

We ensure that before sharing confidential information with third parties, we have signed the corresponding confidentiality agreements, which give us legal certainty about the protection of such information.

We take special care with information related to salaries, wages, compensation, benefits and other economic benefits of restricted knowledge, whether of an internal nature or corresponding to our external stakeholders.

In terms of information security, we implement administrative and technological measures to protect information during the different stages of its life cycle.

All of us who are part of R2 are responsible for the proper use of the information, we know that the information generated during our activities is property of R2, so we use our electronic devices in which this information is kept or stored in a responsible manner, using them only and exclusively for work purposes.

Likewise, we are prohibited from copying, storing or retrieving R2's proprietary information through any physical or virtual device that is not owned or expressly permitted by R2.

Financial Information and Tax Responsibility

We are fully convinced of the relevance of having timely and reliable financial information, and of the usefulness it represents for our shareholders and investors.

Therefore, we have rigorous controls over the accounting records and the preparation of the financial statements, following the standards that prevail in accounting practice, seeking to maintain confidence and credibility with respect to the progress of our business.

It is strictly forbidden to alter or distort the accounting and operating records, and we are obliged to reflect at all times the financial reality of R2.

We are also convinced of our tax responsibility in the different jurisdictions in which we operate and in which we earn income, which is why we comply with our tax obligations in a timely manner. We recognize that our culture of tax compliance benefits the geographies in which we operate.

Any conduct that constitutes or could constitute a breach of responsibility related to accounting records or tax obligations must be reported through the channel established in this Code or reported to Compliance as soon as possible, so that the Compliance team can analyze the case and recommend the actions or measures deemed necessary.

Regulatory Compliance and AML / CFT

We are aware of the regulatory framework that applies to us by virtue of the business activities we conduct in the different jurisdictions in which we operate, and we are committed to full compliance with the regulations.

We know that a culture of regulatory compliance is built and strengthened permanently with the participation of everyone, so at R2 everyone is an owner and manager of regulatory risk in accordance with their functions and levels of responsibility.

Our regulatory risk appetite is closely linked to full compliance with legal provisions, and we rely on our Legal and Compliance teams to ensure this compliance.

Likewise, we recognize the negative effects that the development of operations and activities with resources of illicit origin and the financing of terrorism have on society, for which reason we have developed mechanisms to identify and know our clients, monitoring their transactional behavior and, in applicable cases, sending reports or events susceptible to notification to the regulators. We are convinced of our role and responsibility in the prevention and/or identification of these illicit activities.

We also comply in a timely manner with the requirements formulated by authorities and regulators, seeking to collaborate in an efficient and proactive manner, in order to maintain a close and collaborative relationship.

For R2, regulatory compliance is not a mandatory requirement, but is part of our business objectives and our corporate philosophy, as we are convinced that non-compliance with regulations can have negative consequences for the organization, including reputational costs.

The particular guidelines of this regulatory and normative framework are set forth in our "Compliance Policy", and in our "AML Manual".

Ethical Channel

For us, transparency is one of the attributes inherent to our Values, so we are committed to report or disclose any situation or event that constitutes or could constitute a breach of this Code, R2's internal regulations, regulations in general, or that represents unethical conduct that deviates from our Values.

For this reason, we have an Ethics Channel through which we can report real or alleged non-compliance, or make queries arising from specific situations in which we have doubts about the best or correct way to proceed.

This Ethics Channel is available at canaletico@r2capital.co, and is under the responsibility of Compliance. This Channel can be used by internal or external R2 personnel, and the confidentiality of the whistleblower is fully protected in all cases.

Each case is handled in accordance with the guidelines determined by Compliance, which are approved by R2's Management Body.

At R2 we condemn any behavior that may constitute retaliation, harassment or bullying for having disclosed a situation of non-compliance or unethical conduct.

Likewise, at R2 we act responsibly and in good faith, therefore it is strictly forbidden to make reports based on false facts or information, with malice or bad faith, or with the evident purpose of harming or defaming a person.

Violations and Penalties

Failure to comply with any of the provisions of this Code, R2's internal rules or regulations in general, will be considered a violation of the same, and depending on the nature and severity of the case, the applicable sanction will be applicable.

The determination of a violation may be through the attention of a case received through the Ethics Channel, or through the treatment carried out by Compliance by virtue of the identification of a non-compliant conduct or because a third party has brought it to its attention.

Any infraction must be accredited with sufficient evidence and/or elements.

The applicable sanctions may be:

• Verbal reprimand
• Written reprimand
• Termination of employment or contractual relationship

Compliance, upon analyzing each case of non-compliance in particular, will propose or recommend the sanction it deems appropriate and submit it to the R2 Ethics and Compliance Committee for consideration, which may accept or modify the proposal.

The determination of the sanction shall be made by the majority of the members of the Ethics and Compliance Committee, and the resolution shall be final.

The analysis of the cases and their resolution shall be duly documented.

Code of Ethics and Conduct Governance

The approval and modification of this Code is the responsibility of the R2 Board of Directors. The Code shall be reviewed in its entirety at least once a year.

The Ethics and Compliance Committee is empowered to resolve cases of non-compliance with the Code and to determine the sanctions, if any, that may be applicable. This Committee shall meet at least once a month or earlier if necessary. Compliance will be responsible for sending the notice of the meeting to the members.

The Ethics and Compliance Committee shall be composed of the Chief Executive Officer (CEO), the Chief Data Officer, the Head of Compliance and the Head of Finance and Capital Markets. Decisions shall be made by a majority of the members and the CEO shall have a casting vote.

Compliance will be under the responsibility of the Head of Compliance and will have, in addition to the powers established in the Compliance Policy and other internal provisions, the following attributions:

• Interpret the provisions of this Code and answer queries arising from its contents
• Manage the Ethical Channel
• Analyze cases of non-compliance with the Code and present them to the Ethics and Compliance Committee
• Propose recommendations and/or sanctions derived from non-compliance with the Code
• Annually review the Code and, if necessary, propose modifications to the same
• Convene meetings of the Ethics and Compliance Committee
• Provide training to R2 members on the content of the Code and carry out the corresponding evaluations
• Annually collect the letter of adhesion through which R2 members express their knowledge of the contents of this Code and their commitment to guide their conduct in accordance with its provisions