Business Partner Agreement

B DRIVE IT S.A. de C.V. (hereinafter "The Organization") is committed to maintaining a zero-tolerance position towards the presence of bribery in any of its forms.

The Top Management of the Organization establishes this Anti-Bribery Policy, as well as its commitment to making it known to all personnel who provide their services in the organization, functional areas, as well as the interaction between the services it offers to clients, suppliers, corporate governance, and business partners. Likewise, the Control Body is committed to maintaining its surveillance, operation, evaluation, and updating so that it is complied with.

For the personnel of The Organization and interested parties, it is established as a policy that the performance of the duties of our collaborators is under a culture of legality, honesty, loyalty, truthfulness, integrity, and transparency, it being established that in The Organization no practice of bribery is accepted in any of the forms in which it may be presented: towards and/or among personnel, functional areas, with clients, suppliers, corporate governance, public servants, and business partners, for which we hold all the aforementioned to the same commitment and behavior.

This anti-bribery policy is applicable to personnel, functional areas, with clients, suppliers, corporate governance, public servants, and business partners of The Organization. In order to contribute to and promote compliance with this policy, an Anti-Bribery Management System was implemented under the ISO 37001:2016 standard, which establishes measures to identify and assess risks, which help to prevent and mitigate, as well as to issue sanctions when it occurs.

The Anti-Bribery Policy must be contributed to through the following actions:

• Adherence to the procedures and controls defined in the Anti-Bribery Management System (ABMS).
• Complying with internal and external regulations and applicable legislation.
• Reporting any suspicion of bribery or violation of the ABMS.
• Promoting our principles and a culture of transparency and ethics in the organization's operations.
• Promoting and participating in ABMS training.
• Making business partners, suppliers, clients, and any interested party related to The Organization participate in compliance with the anti-bribery policy.
• Committing to strengthening the effectiveness of the Organization's Anti-Bribery Management System, sharing contributions for the continuous improvement of the system.
• Ensuring that, in the event of making decisions or delegating authority, this does not generate a conflict of interest and that a record is kept of who takes over.

In the event that any member of the organization does not feel that this principle is respected, they are urged to report their concerns to the person or persons in charge of preventing, addressing, and sanctioning bribery practices and providing a prompt resolution.

The Organization has means by which information can be provided and/or requested, concerns, complaints, and reports of bribery and/or corruption can be expressed, which will be attended to by a Control Body. The treatment that will be given from the presentation of the complaint or report until its termination must adhere to the strictest confidentiality and protection of personal data, in accordance with current legislation.

The complaint or report must be submitted in writing through the following link "S.O.S. Mailbox" or the QR code, where the form that appears must be filled out, writing:

• Description of the case or situation that constituted the case of bribery or corruption, describing when, where, and how it happened; in the case of a report, the full name of the reporting person will be indicated, when, where, and how they learned of what happened, and may request that their identity be kept confidential.


• You can attach evidence and/or proof related to the facts.


• Email address.

A complaint may be filed by a person who considers corruption, bribery, or who has direct knowledge of facts possibly constituting a case of any of the aforementioned issues.

During the procedure, the parties may offer as evidence: documents, testimonies, or any others that they consider should be valued by the Control Body, and that allow it to know and resolve the facts that are submitted for its consideration.

The Organization, in its commitment to deploy, maintain, and improve the Anti-Bribery Management System, has established different types of controls in the execution of its processes in accordance with the ISO 37001:2016 standard, in order to reduce the possibility of bribery and/or corruption within and outside of The Organization.

• Control Body: Ensure compliance with the requirements defined in the ISO 37001 standard, ensuring compliance with the responsibilities to guarantee the conformity of the applicable external and internal regulations and carry out actions for the continuous improvement of practices.


• Financial and non-financial controls: Controls that allow ensuring that transactions between Clients, Suppliers, and The Organization are validated and authorized prior to their execution.


• Due diligence: Prior investigation before signing a contract to evaluate in greater detail the nature and scope of possible risks in order to make decisions regarding transactions, projects, activities, Business Partners, etc.


• Personnel hiring: Control, prevention, and mitigation mechanisms for criminal, corrupt, and bribery-oriented conduct within the selection and hiring process of The Organization.


• Training: Provide regular training to collaborators on the Anti-Bribery Policy and the importance of preventing bribery in all business operations.


• Audit: Conduct periodic audits to evaluate the effectiveness of the measures implemented to prevent bribery and ensure compliance with the Anti-Bribery Management System.

Through this document, it is expected that the Business Partners:

• Know the Anti-Bribery Management System, as well as its components, so that their practices adhere to the controls that are established in The Organization against bribery or attempted bribery in any of its practices.


• In the event that a Business Partner has its own anti-bribery controls, the best agreement is reached so that the anti-bribery controls of both companies are complementary and not contradictory.


• That the Business Partners commit to the implementation of anti-bribery controls that favor an environment free of corruption inside and outside the company and that do not represent any risk to The Organization.


• That the Business Partners commit to adhering to the Anti-Bribery Management System and ensuring that all the human resources of their represented company that are assigned to work related to The Organization will adhere to what is requested within the role of Business Partner described in said system.


• That the Business Partner understands that any complaint or report of a bribery event that involves them and turns out to be true after due investigation, will cause a review of the contractual agreements that are in place, specifically, the clauses related to the "Termination of the Contract".

Both parties acknowledge their commitment to integrity and business ethics, and work together to prevent bribery and promote fair and transparent business practices.

The organization is committed to preventing, detecting, and sanctioning acts of corruption, for which it establishes the Integrity Policy, considering the following key elements:

• Procedures and functions: Within each area of the organization, which are executed and complied with by the different hierarchical levels of the Organization.


• Code of Ethics: Defines the values, which constitute a reference in all the conduct and actions of the Collaborators, in terms of being able to act with responsibility and ethics in activities, from individual to collective, facing all interest groups.


• Internal Regulations: Its purpose is to establish the rules that regulate the conduct, obligations, prohibitions, and rights of the Collaborators during their employment at B drive, so everyone is obliged to comply with its provisions.

Without prejudice to the foregoing, the Collaborators also undertake to abide by the provisions of the Organizational Policies.

• Adequate and effective control, surveillance, and audit systems: Risks and Opportunities are managed and periodic audits are carried out to evaluate the effectiveness of the measures implemented to prevent bribery and ensure compliance with the Anti-Bribery Management System.


• Anti-Corruption Mechanisms and Reporting Systems: The Organization has means by which information can be provided and/or requested, concerns, complaints, and reports can be expressed in order to avoid and report everything that goes against the norms, rules, and policies established in the organization, which will be attended to by a Control Body. The treatment that will be given from the presentation of the complaint or report until its termination must adhere to the strictest confidentiality and protection of personal data, in accordance with current legislation. S.O.S Mailbox


• Adequate training and development systems and processes: Provide regular training to Collaborators on the Anti-Bribery Policy and the importance of preventing bribery in all business operations.


• Sanctions or consequences of non-compliance: Sanctions will be imposed by The Organization, personally informing the offending collaborators. It can be a verbal warning or, in the case of a written warning, a meeting will be held with the offender to inform them of the reasons for the corresponding Administrative Act. There will also be suspension from work without pay for up to 8 days, as well as termination of employment. Collaborators may also be subject to civil or criminal penalties in the event that federal law is violated.


• Fundamental principles that guide behavior:
  • - Act in accordance with applicable laws and regulations.
  • - Root the culture of integrity.
  • - Demonstrate fairness and honesty.
  • - Respect others.


• Compliance with Laws and Regulations: We respect and are governed by the law, compliance with it should never be compromised, which is why we seek in our personnel adherence to internal norms and regulations that promote not only civic duty but also good organizational practices.


• Human Resources Policies (Hiring): There is a Talent attraction process and policies in place, aimed at preventing the incorporation of people who could put the integrity of the company at risk.


• Mechanisms that ensure transparency and publicity of their interests at all times: In order to show and publicize information of interest to the Organization to the public, there are platforms and means of dissemination such as:
  • - Website: b-drive.com.mx
  • - X: https://twitter.com/bdriveit
  • - Facebook: https://www.facebook.com/bdriveIT
  • - Instagram: https://www.instagram.com/bdriveit
  • - LinkedIn: https://www.linkedin.com/company/b-drive-it
  • - YouTube: https://www.youtube.com/@b-driveit5870

The Organization has a Code of Ethics that defines the values, which constitute a reference in all the conduct and actions of the Collaborators, in terms of being able to act with responsibility and ethics in activities, from individual to collective, facing all interest groups.

Values:

• - Trust
• - Transparency and open culture
• - Responsibility
• - Integrity
• - Willingness to change
• - Passion
• - Transformation

Ethical Principles:

The Organization has made ethics an essential axis for the improvement of its results and its competitiveness, it is committed to respecting dignity and human rights, preserving the environment, and fighting against corruption. It recognizes in the fundamental principles that guide its actions:

• - Act in accordance with applicable laws and regulations.
• - Root the culture of integrity.
• - Demonstrate fairness and honesty.
• - Respect others.

A demanding ethic must be guaranteed for all interest groups, which benefits each of the three areas: Organization, Market, and Environment:

• a. Principles applied to the organization.
  
  Working in a healthy environment is essential for the proper functioning of the organization. To this end, B drive has implemented the necessary measures to ensure its professionals dignified living conditions and a safe working environment.
  
  Likewise, B drive requires that in its human team, relationships based on ethics, trust, and respect prevail.


• b. Principles applied to the market.
  
  Customer satisfaction and the sustainable management of resources establish an important priority for B drive, and are based on clearly defined factors; an open dialogue in a spirit of cooperation, the quality of services and products, clarity of procedures, respect for commitments, and the rules of competition.
  
  All negotiations must adhere to the quality principles defined by B drive. In this sense, the decision-making process must involve all the interlocutors who intervene. Likewise, the professionals involved must demonstrate irreproachable ethics, avoid any conflict of interest, and comply with applicable regulations, especially those concerning the rules of competition.


• c. Principles applied to the environment.
  
  B drive is committed to the communities in which it carries out its activity to be respectful of the environment and cultures, it has set itself the mission of ensuring the essential resources for the development of human activities and for our future. It openly declares its achievements and challenges in this area and supports NGOs in the environmental and humanitarian sectors.

Code of Conduct:

At B drive we respect and are governed by the law, compliance with it should never be compromised, which is why we seek in our personnel adherence to internal norms and regulations that promote not only civic duty but also good organizational practices, as well as labor equality and non-discrimination, making human rights valid.

The Governance of Ethics:

The Code of Ethics applies to all levels of the company itself, and should also be promoted by its professionals beyond that perimeter and communicated to all parties involved.

Although the professionals of B drive are expected to adopt the company's ethical principles, the management has particular obligations to raise awareness, train, communicate, and carry out due follow-up. B drive has established a structure dedicated to reaffirming ethical practices and to validating that these practices are compatible with its commitments.

B drive has defined information, communication, and internal audit procedures that are fully integrated at the established internal level in order to guarantee compliance with the ethical principles pursued by the organization.

The Organization has an Internal Work Regulation structured in Chapters and Clauses that aim to establish the rules that regulate the conduct, obligations, prohibitions, and rights of the Collaborators during their employment at B Drive IT, S.A. DE C.V., so everyone is obliged to comply with its provisions and to abide by the provisions of the Organizational Policies.

• Chapter I “General Provisions”
• Chapter II “Of the Workplace and the Workday”
• Chapter III “Of the Place and Days of Payment”
• Chapter IV “Of Rest Days, Vacations, Permits, and Licenses”
• Chapter V “Work of Minors, Pregnant Women, and in Lactation”
• Chapter VI “Prevention of Work Risks and First Aid”
• Chapter VII “Of the Obligations and Rights of Workers and the Company”
• Chapter VIII “Of the Mixed Commissions”
• Chapter IX “Disciplinary Provisions and Procedures”

The sanctions for non-compliance with these Regulations, the Individual Employment Contracts, the Organizational Policies (such as the Labor Equality and Non-Discrimination Policy, the Integral Management System Manual, the Anti-Bribery Management System Manual, the Mobile Devices and Telework Policy, among others) and the applicable Law, will be the responsibility of HR, in conjunction with the Control Body, who will investigate the non-compliance, evaluate it, and determine the applicable disciplinary measures according to the severity of the non-compliance.

For this purpose, cases of non-compliance are classified as:

• - Cases of minor impact
• - Cases of serious impact
• - Cases of very serious impact

And the sanctions may be:

• - Warning (verbal)
• - Administrative act (written)
• - Termination of the employment relationship