Rassini is committed to implementing and promoting the best worldwide practices in matters of integrity and social responsibility.

Rassini’s culture requires all its collaborators to carry out their duties according to unquestionable ethics, and a high level of professionalism and integrity.

We have a responsibility towards society, therefore, we reiterate our commitment with the initiatives of the Ten Principles of the United Nations Global Compact in respect to Human Rights, Labor Standards, Environment and Anticorruption, set forth in our Code of Ethics and Conduct.

We live at all times, our corporate values, Rassini’s culture of integrity is created by all of us.

Vision

Through a simple, clear and inspiring statement, a vision communicates a horizon or a dream that a company strives to reach. In this case, Rassini has set as its vision:

“To be the best provider of solutions for our clients by sustainably creating value for our shareholders, customers, collaborators and community.”

Mission

A visionary future is only achieved when a company consistently fulfills the mission assigned to it. Therefore, Rassini’s team members are focused in:

“Being a global company that is leader in quality, competitiveness, service, innovation and profitability.”

To be able to adequately fulfill our vision and our mission, we must behave every day according to our six values.

Rassini’s Code of Ethics and Conduct of is a governing document aligned with the company’s culture and guidelines, which intends that all its collaborators, clients and suppliers, regardless of their level or the activity they perform, abide by the ethical principles and universally accepted values that provide consistency to the interaction we all have in society.

It is the responsibility of each of Rassini’s collaborators to know and understand the values in this Code of Ethics and Conduct; likewise, it is a collective responsibility to participate in the dissemination and review programs which are periodically established.

Although Rassini’s Code of Ethics and Conduct is designed as broadly as possible, any extraordinary event which is not considered in this document must be dealt with, in accordance with applicable laws in force in the society where Rassini is operating.

NOTE: This document is drawn up on the grounds of the grammar rules of the English language with no gender distinction whatsoever. All genders are included at all times.

1. STAFF RELATIONS

Rassini recognizes in its collaborators a competitive advantage and it promotes the appropriate environment for their comprehensive development. Those of us who are part of this company must contribute to the achievement of its vision and mission through a behavior which consistently reflects the values and directives that we share.

1.1. Recruitment

The selection and recruitment process is carried out subject to the principles of nondiscrimination, gender equality, social inclusion, human rights and labor rights; it is also adapted to the cultural and legal characteristics of each country where the company is present.

1.2. Rassini’s Commitments

In a systematic way, Rassini seeks to encourage a healthy and productive work environment which channels its employee’s potential and creativity while promoting collaboration and teamwork.

In this sense, the company is committed to:

• Respect and comply with the laws in force in each country, state or municipality where Rassini is present.
• Keep in close communication with its stakeholders.
• Apply the best corporate governance and business ethics practices.
• Promote transparency and accountability.
• Respect and promote absolute respect for others’ differences and opinions, consequently prohibiting all types of harassment and discrimination. (Ref.: Policy Against Harassment)
• Punish any type of bribery or act of corruption inside and outside the company.
• Speak out against any sort of illicit business such as: money laundering, human trafficking, piracy, smuggling, terrorism, drug trafficking, organized crime, among others.
• Safeguard its collaborators and the facilities by means of safety and surveillance equipment, devices, systems and procedures
• Protect the environment and its collaborators’ occupational health.
• Provide competitive compensations and benefits.
• Provide professional development and updating.
• Base promotions, awards and acknowledgments on a human talent development and a planning system.
• Promote proper communication and feedback channels.
• Ensure compliance with this Code of Ethics and Conduct.

1.3. Responsibility of Rassini‘s Staff

Rassini expects its staff to comply with the following issues:

• To know the company’s Vision, Mission and Directives and to contribute to its achievement by practicing the organizational values.
• To comply and enforce this Code of Ethics and Conduct.
• To dedicate their talent and best efforts to the company.
• To share the knowledge acquired from the different groups with which the person interacts (shareholders, partners, investors, clients, suppliers and communities) with the company in order to promote collaboration and teamwork.
• To be co-responsible in respect to his or her own training and development.
• To comply with his or her commitments in a consistent, honest and responsible manner.
• To comply and to and to enforce compliance, with health, safety, quality and productivity standards.
• To project the image of the company inside and outside its facilities.
• To cause all required guidelines in every certification, distinction, award, standard, model or guideline by which Rassini abides, to be complied with.

1.4. Working Conditions

Rassini assures its collaborators optimal work conditions, that they will be treated with dignity, a healthy work environment, and quality of life in the company.

Local laws and International Conventions and Treaties on Human and Labor Rights will be the highest-governing statutes by which all Rassini’s Business Units shall abide.

In this regard, the Code of Ethics and Conduct highlights five key issues to ensure optimal working conditions:

• Child Labor Ban
• Forced Labor Ban
• Right to Free Association
• Harassment and Discrimination
• Health and Safety

2. QUALITY AND CUSTOMER SATISFACTION

For Rassini, more than a requirement from our customers, quality is a fundamental value in all operations and transactions it carries out and in the services it provides.

2.1. Description

Our processes and systems are aimed at satisfying all requirements and standards as determined by our in house and outside clients, and complying with the best technological, operational and administrative practices worldwide.

2.2.Conflict Situations

Conflict situations arise when there is an omission or a failure in:

• Resolving in a timely and effective manner our clients’ complaints.
• Reporting issues in accordance with facts.
• Seeking a continuous improvement in processes and in all activities.
• Following requirements and standards established by the client or by applicable law.
• Providing truthful information about the performance of products, services or processes.
• Testing and inspection requirements.

3. COMMERCIAL PRACTICES

When managing Rassini’s affairs, we must comply with applicable laws in each country, state, municipality or community where Rassini is present and does business (See Addendum).

3.1. Description

When carrying out any type of operations in Rassini, we must ensure compliance with any Commerce and Competition Laws. Such operations must be transparent so as not to jeopardize the company’s good reputation and financial health.

3.2.Conflict Situations

Conflict situations arise when there is an omission or a failure in:

• Contractual commitments, in respect to terms, quantity, quality or price, without consent from the counterparty.
• Keeping confidential, the information of a client or a supplier.
• Maintaining a professional day to day attitude in relations with customers and/or suppliers, when turning a business relationship into a personal one.
• Transporting only duly registered legal merchandise.

4. ANTI-CORRUPTION, TRANSPARENCY AND CONFLICT OF INTEREST.

4.1. Definitions

Corruption: From the Latin word corrompere, means “breaking something in two, destroying its integrity”. It is a practice consisting in the use of power and means for economic profit or for any other profit in favor of the one who exerts it.

Types: Bribery (a promise, offer, concession, request and/or acceptance of an undue benefit for one’s own profit or for another person’s); embezzlement or graft, (a wrongful appropriation or other type of diversion of property); influence peddling and power abuse (a promise, offer, concession, request and/or acceptance of an undue benefit by someone, abusing his or her influence or office); illicit enrichment (a significant increase in the estate of a person in respect to the individual’s legitimate income, which cannot be reasonably justified); concealment (or continuous withholding of property knowing it is a product of any of the above offenses)

Transparency: Rassini defines transparency as the attachment to the truth and integrity in organizational and in individual actions before its stakeholders.

Conflict of interest: It arises when personal interests or third party interests contradict Rassini’s interests.

4.2.Description

Rassini categorically rejects any act of corruption, of any kind, and is in favor of any initiative seeking to eliminate it completely.

Transparency in our operation and our daily actions makes us stand out before our shareholders, partners, investors, clients, suppliers, collaborators and the community, extending unbreakable bonds of trust with them.

It is the duty of all Rassini’s collaborators to reject any attempt or act implying corruption or lack of transparency and to report it immediately through the communication channels established by this Code of Ethics and Conduct.

The company is governed by the best practices of corporate governance in compliance with the standards and guidelines set forth by the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission) and the Mexican Stock Exchange, all of which assures complete certainty, transparency and accountability, in accordance with our corporate values and philosophy, as reflected in our public annual reports.

Likewise, Rassini is committed to preventing acts by terrorists, drug trafficking and/or organized crime in its facilities and its products and/or merchandise transportation means, for the benefit of the company’s, clients’ and suppliers’ security, as well as for border security of the countries where Rassini is present.

All of Rassini’s collaborators are required to act honestly and ethically, always seeking the protection and advancement of the company’s interests. They must avoid situations that imply or could imply conflicts between personal and corporate interests.

4.3.Conflict Situations:

• Accepting any personal benefit of any kind, offered by clients, suppliers, government, etc. in any of Rassini’s transactions or negotiations.
• Falsifying information to obtain personal benefits.
• Granting or receiving gifts to or from customers, suppliers, competitors, government, etc. to facilitate, expedite or terminate company affairs.
• Addressing company issues in situations that violate or compromise its image or reputation.
• Requesting or accepting special concessions or gifts among collaborators outside the ones stipulated in agreements, compensations and/or benefit packages, or in regulations, among others.
• Omitting to report witnessed corruption acts.
• Blocking, truncating or failing to reveal sensitive or relevant information for stakeholders.
• Participating in any business or activity that could directly or indirectly compete or interfere with Rassini.
• Profiting from your position in the company to obtain personal benefits, including for members of your family or third parties.

4.4.Shareholders and/or employees with relatives in Rassini

Relatives of the staff and/or shareholders of our company can work in it, as long as they meet the requirements for the position and of applicable policies. Their recruitment is carried out following the Employee Recruitment and Selection Procedure established by the Human Resources Department.

Under explicit authorization from Rassini’s Executive Presidency and General Management, an individual working in the company may be allowed to have a relative under his or her direct reporting line.

Any inside changes are subject to Rassini’s labor practices and policies.

5. RELATIONSHIP WITH SUPPLIERS

In respect to business practices, a healthy relationship with our suppliers (including governments) has a highly important status as its success ensures ours and vice versa.

We must assure the suppliers’ work philosophy is consistent with the company’s values and its Code of Ethics and Conduct.

5.1. Description

Suppliers must be selected taking into account the corresponding policies and procedures, under strict standards of competence, professionalism, quality, social responsibility and cost-benefit, in order to establish long-term, win-win relations.

In case a supplier who has family ties with a Rassini collaborator is selected, the decision must be supported according to strict adherence to this Code of Ethics and Conduct and to the selection and hiring policies of the Business Unit where such supplier will be operate, and the case must also be immediately reported to the General Management of the corresponding Business Unit.

All Rassini’s suppliers shall abide by the Code of Ethics and Conduct through a written commitment, along with a visit to verify compliance with the Supplier’s Involvement in Corporate Social Responsibility Policy.

5.2.Conflict Situations

• Accepting lunch invitations from suppliers, unless it is clearly justifiable by work and at least two of Rassini’ collaborators are present.
• Accepting gifts from suppliers or customers.
• Accepting invitations from suppliers, except when it is a general event for the supplier’s clients.
• Providing subordinate or professional services to a supplier.
• Requesting or accepting any favors, discounts, or special conditions from Rassini’s current and/or potential suppliers for one’s own benefit or for the benefit of third parties, except in case of an agreement to be generally applied to all of Rassini’s employees.
• Requesting donations from suppliers for charitable institutions, except as authorized by the Corporate Social Responsibility Committee.

6. CONFIDENTIAL AND/OR PRIVILEDGED INFORMATION

In Rassini, we consider that gathering and proper use of information are competitive advantages; therefore, handling and managing such information must be carried out in a responsible, safe, and objective manner, abiding by the right of secrecy and confidentiality, according to the principles set forth in applicable laws in force.

The Privacy Notice in terms of the Mexican Federal Law on Protection of Personal Data held by Individuals can be consulted at www.rassini.com

6.1. Description

Confidential information means any fact, document or act not officially published by the company referring to its stakeholders and operations including, without limitation, the following ones:

• Information on accounting and financial projections.
• Stock and financing operations.
• Mergers, acquisitions, partnerships, expansion plans and business plans.
• Policies, manuals, proceedings as well as operative and business practices.
• Research and development of products and markets.
• Personal information of the staff, suppliers and customers.
• Lists of customers and suppliers, price structures and policies.
• Corporate legal information, shareholders, shareholdings, proxies, members of the Board of Directors, Shareholders Meetings resolutions, Meetings of the Board of Directors, Executive Committees and bylaws.
• Intellectual and industrial property, such as trademarks, patents, models, designs, copyrights and industrial secrets.
• Relations, planning and business financial or labor negotiations of any sort.
• Changes in the organization.
• Photographs and videos taken in the facilities.
• Information systems, technological developments and proprietary software.
• Judicial or administrative disputes.
• In general, any information which may influence of affect the value of the stock price or ordinary participation certificates of Rassini, S.A.B. de C.V.

6.2.Conflict Situations

• Sharing, distributing to third parties, duplicating or manipulating, confidential and/or privileged information for one’s own benefit, or the benefit of a competitor or any other third party.
• Publishing any information and/or document of the company in the media and/or social networks outside allowed channels.

7. COMMUNICATION

Communication in Rassini seeks to contribute to the achievement of an optimal integration among its collaborators, the company and its environment through effective channels and systems.

7.1. Description

Seeking to communicate our ideas and concerns in a timely, responsible, clear and honest way, as well as, to obtain a useful feed-back to preserve and improve the company’s internal and external image, Rassini maintains communication channels through instances, departments and spokespersons, with the public that surrounds it:

• Shareholders
• Investors
• Partners
• Customers
• Suppliers
• Collaborators
• Trade Unions
• Governments
• Community
• Mass Media
• Non-governmental organizations.

Rassini’s communication to its stakeholders and among collaborators must be respectful, effective, truthful, timely, objective, simple and well-intentioned, as established in the Corporate Communication Policy. Likewise, local language grammar and orthographic rules and Rassini’s Corporate Identity Manual must be followed.

Rassini, as a company, is committed to disseminate among its collaborators, the business strategy and objectives, its annual directives, operational results and its organizational philosophy. Likewise, Rassini’s collaborators are committed to analyze, share and provide feedback to the company about communications received, and to work using persistent efforts to achieve the objectives.

7.2.Accountability

Rassini seeks to establish close communication with its stake-holders, therefore it is bound to share and disseminate information on its economic, social and environmental results, regardless of whether they are positive or negative ones, through authorized communication channels, striving to have total transparency and openness.

Timely information and communication is a key element in the transparency process that this Code of Ethics and Conduct establishes; therefore, the Corporate Communication Policy (Política de Comunicación Corporativa) is the guiding framework for interaction with stakeholders.

Some communication instruments that work as accountability tools are:

• Annual reports
• Regular Financial Reports submitted periodically
• Shareholders’ Meetings Reports
• Social reports
• Dissemination of relevant and corporate events
• Press releases and newsletters
• Conferences
• Media Interviews
• Communication Meetings in Business Units

7.3.Conflict Situations

• Representing oneself as representative or spokesperson of Rassini without proper authorization.
• Making use of Rassini’s internal and external media and communication channels for personal purposes or for purposes other than business activities.
• Using logos and trademarks of the company without adherence to the guidelines of the identity manuals.
• Making publications addressed to the staff, without advise from the Corporate Communication area and/or the officer in charge of Communications in the corresponding Business Unit.
• Taking any photographs in the Production, Engineering and/or Design areas, in any format and/or equipment, without authorization from the Director of the corresponding Business Unit.
• Using inappropriate verbal and/or written language.
• Establishing communication without abiding by the Corporate Communication Policy (Política de Comunicación Corporativa).
• Failing to communicate or to share information relevant to the business with collaborators or departments.
• Stopping the issuance of communication instruments of the company.

8. MANAGEMENT OF THE CODE OF ETHICS AND CONDUCT

In order to encourage living our values and to structure a means to solve the ethical dilemmas, this section establishes a mechanism to manage Rassini’s Code of Ethics and Conduct.

Any suggestion, doubt and/or clarification regarding the contents of this document shall be addressed by the Corporate Human Resources Management

8.1. Procedure for Queries, Suggestions or Complaints against Violations to the Code

Rassini’s Code of Ethics and Conduct is applicable to the company, and it is our responsibility to comply with it and to enforce it. To this end, a platform called Integrity has been created, where multiple communication channels have been established, which may be used by collaborators to evidence inappropriate behavior in the company.

It is not always easy to define and judge if a situation violates the law, ethics or the provisions of this document; therefore, any doubts about the legal and/or ethical nature of a situation should be immediately reported through the Integrity platform.

Rassini encourages its collaborators to report immediately any evidence they have about violations to this Code of Ethics and Conduct.

When issuing a complaint, it is necessary to have all the information on the case by answering the questions Who? When? Where? How? as well as the material evidence in case of having it.

The channels available for complaints are:

• Web Assistant: www.integrity-rassini.com
• Telephone: 01800-002-INTEGRITY (468347)
• Email: etica@integrity-rassini.com

A specialist will contact you to provide assessment and/or support, he or she will ask a series of relevant questions in order to obtain appropriate information on the case.

The specialist provides alternatives to collect evidence should the complainant not have any evidence.

Upon filling the complaint, a follow-up number will be provided. By using the number, one can dial the telephone number at any time, or enter the website in the complaint follow-up field, to:

• Know the status of the investigation.
• Provide additional information.
• Repeated complaints.
• Attach files and evidence.

Rassini’s collaborators are committed to cooperate in the internal investigations on the subject matter.

Rassini will guarantee there shall not be any type of retaliation, threat or intimidation due to reports sent to the Ethics and Conduct Committee through the channels provided by Integrity. An open communication of situations and concerns by the collaborators, without fear of negative consequences, is vital for the proper implementation of this Code of Ethics and Conduct.

8.2. System of Consequences

Living our values intensely benefits us personally and those around us; Rassini encourages it and it publicly acknowledges exceptional cases.

When a person incurs in a breach to the Code of Ethics and Conduct and/or to the Internal Labor Regulations or to any applicable laws in force, the penalty will range from a warning to dismissal or the corresponding legal actions, depending on the seriousness of the fault.

In Rassini, the immediate superior must be an example in the practice and endorsement of the values promoted by this Code of Ethics and Conduct; he or she must recognize employees when they practice these values and impose penalties promptly in case the staff under his/her supervision has incurred in any defaulting behavior. Any omission by Rassini’s collaborators in reporting a violation to the Code of Ethics and Conduct constitutes by itself, a violation by omission or complicity.

8.3. Administrative Structure of the Code of Ethics and Conduct.

The administration of the Code of Ethics and Conduct is in charge of the following persons or entities:

• Immediate Superior
• Human Resource Areas of the corresponding Business Unit
• Rassini’s Ethics and Conduct Committee

Rassini’s Ethics and Conduct Committee shall be considered an “Ombudsman” institution, that is to say, it will act as a representative and mediator of the collaborators’ interests. This committee will provide certainty to the procedure in processing complaints for violations to this Code of Ethics and Conduct.

The Ethics and Conduct Committee is responsible to ensure that this Code of Ethics and Conduct is dully disseminated and applied, this means:

• Promoting the values and behavior set forth in this document.
• Acting as an advisory body.
• Channeling cases to the appropriate instance.
• Approving corrective measures to guarantee consistency.
• Generating statistics and reports.
• Reviewing requests for clarification from the staff.
• Reviewing investigations.

In addition to the aforesaid tasks, Rassini’s Ethics and Conduct Committee, has also the following duties:

• To update and amend the Code of Ethics and Conduct.
• To investigate and document cases selectively.
• To promote consistency at worldwide level, in respect to the interpretation and application of this Code of Ethics and Conduct.

To adequately manage its duties, the Committee is constituted with five individuals of Rassini, from different areas, who stand out for their exemplary career, are highly recognized and honorable, have also a comprehensive business vision and are fully committed to their duties.

The members of Rassini’s Ethics and Conduct Committee are appointed by the General Management, which will chair said Committee. The Committee is governed by the Policies and Guidelines of the Ethics Committee (Políticas y Lineamientos del Comité de Ética).

Antitrust and Competition Laws: Guidelines

The fundamental objectives of the Antitrust and Competition Laws are to promote free and fair competition. RASSINI’s policy is to participate in fair competition in a free market, and to comply with all Antitrust and Competition Laws enforceable in the countries in which we do business.

This guide has been developed by the Legal Department to help the company staff, its branch companies and subsidiaries, to comply with the Antitrust and Competition Laws. Its purpose is to familiarize the staff of the company with the general enforceable principles of the Antitrust and Competition Laws and to help them to recognize issues over which you should request assessment from the Legal Department.

It is essential for all the staff to read this guide and comply with its standards. Each employee must seek advise from the Legal Department as soon as possible and before taking any action on behalf of the company.

The Antitrust and Competition Laws generally prohibit any agreement or letter of understanding either verbal or written, implicit or explicit, between competitors to incur in behaviors that restrict competition. The staff shall not discuss or agree with the company’s competitors about:

• The allocation or distribution of markets, customers, suppliers or territories. The fixation or coordination of prices, costs, material aspects or contract conditions.
• The amount or price of the goods to be produced or the services to be provided.
• The decision to submit offers or price quotes to potential customers.
• To boycott or somehow refuse to negotiate with competitors, customers or suppliers.
• To exclude competitors or customers from the market.
• The benefits or profit margins or marketing strategies of the company or of its competitors.

Potential concerns regarding antitrust regulations may arise during the conversations with competitors or customers, particularly at trade associations meetings or industry events. If a competitor or client raises any or all of the above issues, the employee must immediately withdraw and contact the Legal Department to report the conversation.

Certain practices carried out by a dominant company in a market may create problems considered in the Competition Laws in certain circumstances. Contemplation of any such practices shall be reviewed and previously approved by an appropriate Legal Department attorney. Such practices include:

• Exclusivity agreements.
• The limitation to production of goods or services, markets or technological development to the detriment of consumers.
• Application of different conditions (for instance, discounts or price reductions); to equivalent transactions with other customers, placing one or more customers at a competitive disadvantage.
• Making a package of products or services that customers require, to force them to acquire them, in order to obtain more favorable prices, even if the goods or services are not related.
• The sale of a product or the provision of a service subject to the condition that the customer also buys another unrelated product or service.
• Setting prices for products or services below costs.

Antitrust and Competition Laws can be very complex. They vary from one jurisdiction to another, and from one country to another. They often carry severe punishments, including prison sentences and significant fines for the individuals involved. If you are responsible for sales and marketing, or purchasing, have contact with competitors or you are involved in company mergers, sales or acquisitions, you must be familiar with the Antitrust and Competition Laws to apply them in your work and to submit any possible issues to the Legal Department.

March 2014.