Code of Ethics and Conduct

Introduction

R2 provides fast and flexible financing to small and medium-sized businesses (SMBs) in Latin America (Latam), to promote financial inclusion and economic development in the region, thereby improving the quality of life of the population.
We carry out this activity 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, for this reason R2 and the people who make it up are committed to acting permanently in accordance with the values ​​of the organization.

This Code of Ethics and Conduct (the “Code”) is the formal expression of this commitment of R2 with its clients, suppliers, shareholders, collaborators, authorities and with society in general (stakeholders), and establishes the framework reference that guides the behavior of R2 and its members.

Objective and scope of application

The objective 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 make it up, to avoid improper actions or non-adherence to ethics.

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 of us is responsible for their actions, which is essential to achieve our permanence over time and face the challenges that we face. We already propose the challenges that reality permanently presents us.

By virtue of the foregoing, this Code is applicable to R2's directors, administrators, managers, employees, and collaborators in general, and we are all convinced that observance of the principles and values ​​that created 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.
In the same way, we put our greatest effort and talent to achieve our Vision, creating the financial infrastructure for SMEs in Latam.
We are convinced that the daily monitoring of our Values ​​is the key to staying in time and achieving our objectives in a sustainable way.
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 clearly and transparently, and we seek to compete on equal terms.
• Innovation: We strive to offer our clients the best financial product through the most innovative, attractive, and simple technological solution. We are empathic with the needs of our clients and for this reason we constantly challenge ourselves to innovate continuously and find opportunities in those paths that are difficult for others to access.
• Responsibility: We are owners of our individual actions, we know that we have a responsibility with our stakeholders, for this reason we develop our activity seeking the greatest benefit for our shareholders, clients, suppliers, employees and for society in general.
• Resilience: We grow constantly, we learn quickly from the lessons of everyday challenges, and we close the gaps that we find in our areas for improvement. 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, therefore we seek that our business allows financial inclusion in the region, while we include people with different talents and attributes in our teams, without other distinction than self-merit. We truly 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 sure that the integrity, permanence, and good reputation of R2 is a team task.

In the same way, each of us who make up 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 empathic with all those who surround us, because these premises have been the origin of R2 and will be the ones that lead us to reach 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 essential element of our business model is to promote access for SMBs to fast and flexible financing, which is why we seek to prioritize this objective.

In the same way, within R2 we promote inclusion at different levels and areas of the organization, without distinction 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 sure that fostering the diversity of our teams makes us more competitive and fosters a work environment with a human sense.
Therefore, at R2 we are aware that our Integrity Value cannot be a reality without total and unrestricted respect for human rights, and in that sense, we base our conduct, showing zero tolerance for behaviors that deviate from this premise.

We do not tolerate any act of discrimination, harassment, bullying or violence in any of its forms, 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, for which we are prohibited from consuming alcohol or being under the influence of any psychotropic substance during the time we have been 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 occur 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 safe work environment based on respect and tolerance.

Sustainability

The first manifestation of R2's commitment to sustainability is through the granting of financing to SMBs in Latam, providing access to financial solutions that improve people's quality of life and promote economic development in the region.
Similarly, we seek to finance SMBs whose objectives are lawful, and we avoid offering our financial solutions to companies with illegal or unethical transactions, which could affect society and our reputation.
For R2 it is particularly important to be able to finance SMBs whose goals are aligned with sustainability, and which seek to promote the protection of the environment, the responsible use of natural resources and the achievement of business objectives that benefit society.
Likewise, at R2 we consider environmental, social, and corporate governance (ESG) factors for the development of our activities, and we are firmly committed to making efficient and reasonable use of natural and technological resources, in order to leave the minimum ecological footprint to the next generations.

Conflicts of Interest

We know that the best way to reach our goals is by acting impartially, objectively, and free from conflicts of interest. We recognize that the objectives of R2 have absolute priority over the personal interests of the R2 members, because in this way we will be able to protect the interests of our stakeholders over time.
However, we recognize that any of us could be placed in a situation of conflict of interest, real or apparent, in which case it is necessary to inform Compliance about the specific situation, as soon as possible, so that said team can analyze the case and recommend the actions or measures necessary to mitigate the effects of the conflict of interest.
For R2, there is, or may exist, a conflict of interest, when the personal interests of the members of R2 intervene or appear to intervene with the interests of the company.

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

• Romantic relationships
• Family relations
• Gifts and benefits
• Relationships or links with clients or suppliers
• Carrying out professional, academic, commercial, or business activities
• Participation in governing bodies of other companies
• Participation in civil associations
• Participation in congresses, conferences, interviews, forums, events, workshops, symposia, among others
• Investments

Each specific situation will have individual elements that will determine the way to proceed, for this reason we have a "Conflicts of Interest Policy", which establishes the guidelines that we must observe in each case.

Failure to disclose a conflict of interest, real or apparent, constitutes a breach of this Code, and the offender could be entitled to a sanction under the terms established in this Code, depending on the severity and circumstances of each case.
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Corruption, Bribery and Fraud

We are aware of the negative consequences of corruption and its different manifestations; therefore, we always conduct ourselves by observing our Value of Integrity.
Therefore, in R2 it is strictly forbidden to make, allow, offer, receive or tolerate, directly or indirectly, any payment or benefit, in money or in kind, that could be interpreted as bribery and that influences or could influence any decision of R2, of its stakeholders or of any third party, in order to obtain, receive or grant an undue benefit or advantage.
In the same way, we must avoid participating in any activity that could be construed as an act of bribery or corruption.
Under this same situation, we condemn any fraudulent behavior, internal or external, that has the intention of obtaining 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 well informed to Compliance, as soon as possible, so that said team can analyze the case, and recommend the actions or measures that are necessary.

Personal Data Protection

We are convinced that personal data constitutes the main element of people's privacy, therefore for R2 the protection of such personal information is one of its primary commitments.
In this sense, the processing of the personal data that we collect is in accordance with the applicable regulatory framework, and we make sure to grant the greatest protection to said data, which is why we avoid their undue disclosure, and we only allow access to them to the personal and third parties who, due to a justified legal cause, can and should know such personal information.
We know that inappropriate processing can have negative consequences for the owner of personal data and for R2, so we ratify our commitment to the protection of personal information through permanent compliance with 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 information according to its characteristics, so that it is only known to the people who, based on justified legal cause, can and should know it.
We make sure that before sharing confidential information with third parties, non-disclosure agreements are signed, which give us legal certainty about the protection of said information.
We pay special attention to information related to salaries, 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 because of our activities is the property of R2, so we responsibly use our electronic devices in which this information is kept or safeguarded, using them only and exclusively for employment purposes.
Similarly, we are prohibited from copying, storing, or stealing information that is owned by R2 through any physical or virtual device that is not owned by R2 or that is not expressly permitted by it.

Financial Information and Tax Responsibility

We are fully convinced of the importance of having timely and reliable financial information, and of the usefulness it represents for our shareholders and investors.
Therefore, we have rigorous controls related to accounting records and the preparation of financial statements, following the standards that prevail in accounting practice, thereby seeking to maintain trust and credibility regarding the progress of our business.
It is strictly forbidden to alter or distort the accounting and operations records, and we have the obligation to always reflect the financial reality of R2.
Likewise, we are convinced of the tax responsibility that we have in the different jurisdictions in which we operate and in which we obtain income, which is why we comply in a timely manner with our tax obligations. 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 the responsibility related to accounting records or tax obligations must be reported through the channel established in this Code or well informed to Compliance, as soon as possible, so that said team can analyze the case and recommend the actions or measures that are necessary.

Regulatory Compliance and AML / CFT

We are aware of the regulatory framework that applies to us due to the business activities we carry out in the different jurisdictions in which we operate, and we are truly committed to fully complying with the regulation.
We know that a culture of regulatory compliance is permanently built and strengthened with the participation of all, so in R2 each one is the owner and manager of regulatory risk in accordance with the functions and levels of responsibility.
Our regulatory risk appetite is closely linked to full compliance with legal provisions, and to ensure this compliance we rely on our Legal and Compliance teams.
In the same way, we recognize the negative effects that the development of operations and activities with resources of illicit origin and terrorist financing have for society, for which we develop mechanisms for identification and knowledge of our clients (KYC), monitoring their transactional behavior and, in applicable cases, sending reports or events susceptible to notification to the regulators. We are convinced of the role and responsibility we have regarding the Anti-Money Laundering and Combating the Financing of Terrorism.
Likewise, we comply in a timely manner with the requirements formulated by authorities and regulators, seeking to collaborate efficiently and proactively, to maintain a close and collaborative relationship.
For R2, regulatory compliance is not a mandatory requirement, but is part of the business objectives and our corporate philosophy, as we are convinced that non-compliance with the regulation can have negative consequences for the organization, including a reputational damage.
The guidelines of this regulatory and normative framework are established 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 reporting or disclosing any situation or event that constitutes or could constitute a breach of this Code, of R2's internal regulations, of regulation in general, or that represents unethical conduct that departs from our Values.
For this reason, we have an Ethical Channel through which we can reveal non-compliance, real or suspected, or make inquiries derived from specific situations in which we have doubts about the ideal or correct way to proceed.
This Ethical Channel is available at the email canaletico@r2.co and is under the responsibility of Compliance. This Channel can be used by personnel internal or external to R2, and the confidentiality of the complainant is fully protected in all cases.
The attention of each case is carried out in accordance with the guidelines determined by Compliance, which are approved by the R2 Administration Body.
At R2 we disapprove of any behavior that may constitute retaliation or harassment for having made transparent a situation of non-compliance or conduct in violation of ethics.
Similarly, at R2 we act responsibly and in good faith, which is why it is strictly forbidden to make complaints based on facts or false information, with intent or bad faith, or with the obvious purpose of harming or defaming a person.

Breaches and Sanctions

The infringement of any of the provisions of this Code, the internal regulations of R2 or the regulation in general, will be considered an infringement of the same, and depending on the nature and severity of the case, it will be the applicable sanction.
The determination of a breach may be through the attention of a case received through the Ethical Channel, or through the treatment that Compliance has carried out due to the identification of non-compliance behavior or because a third party has reported it.
Any breach must be accredited with sufficient evidence and / or elements.

The applicable sanctions may be:

• Verbal warning
• Written warning
• Termination of the employment or contractual relationship

Compliance when analyzing each case of non-compliance, will propose or recommend the sanction that,  where appropriate, is applicable, and will submit it to the consideration of the R2 Ethics and Compliance Committee, which may accept or modify the proposal.
The determination of the sanction must be made by most of the members of the Ethics and Compliance Committee, and the resolution will be final.
The analysis of the cases and their resolution must be in writing.

Governance of the Code of Ethics and Conduct

The approval and modification of this Code is the faculty of the R2 Administration Body. The Code must be fully reviewed at least once a year.
The Ethics and Compliance Committee is empowered to resolve cases of non-compliance with the Code and determine the sanctions that, if applicable, are applicable. This Committee will meet at least once a month or earlier if necessary. Compliance will be responsible for sending the call to the members.
The Ethics and Compliance Committee will be made up of the Chief Executive Officer (CEO), the Data Director, the Head of Compliance and the Head of Finance and Capital Markets. Decisions must be made by most of the members and the CEO will 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 about its content
• 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 on breaches of the Code
• Annually review the Code and, where appropriate, propose modifications to it
• Call meetings of the Ethics and Compliance Committee
• Provide training to R2 members on the content of the Code and carry out the corresponding evaluations
• Collect annually the letter of adhesion through which the members of R2 express their knowledge of the content of this Code and their commitment to guide their conduct in accordance with the provisions of the same.