Business Associates Code of Ethics

1. Introduction

This Business Associate Code of Ethics (hereinafter referred to as the Code) of MARCO CAPITAL INC. (hereinafter referred to as MARCO) reflects and preserves the high standards of conduct that have always been part of our culture and way of doing business.

Operating in both national and international markets—particularly in diverse cultural environments—requires transparency, adherence to legal requirements, and the highest standards of ethical behavior, ensuring competitiveness and fair play.

At MARCO, we place great importance on our reputation, credibility, and the ethical principles that guide our actions. We strive to maintain our image as a solid, ethical, and reliable entity, fully committed to complying with all applicable laws and regulations that govern our operations.

We believe it is essential to share our values and principles with our Business Associates and to guide them in matters of compliance, ethics, and transparency. This Code sets out the standards we expect and provides a framework for conducting business in strict compliance with both internal and external rules, particularly in contractual relationships with MARCO.

The ethical standards set out in this Code are closely aligned with our vision, strategy, and corporate values, and they provide guidance to all suppliers, customers, collaborators, agents, contractors, subcontractors, representatives, investors, and other Business Associates who act on behalf of MARCO or who are linked to our organization.

When reviewing and applying this Code, the following principles must be considered:

• The Code reflects our values. It has been formally approved by the Board of Directors and General Management of MARCO. Compliance is taken very seriously, and implementation of this Code is mandatory in all operations. Any waiver of its provisions must be expressly granted in writing.
• The Code may be updated. MARCO is committed to regularly reviewing and updating its policies and procedures. Any modifications to this Code will be promptly communicated to Business Associates.
• Compliance is mandatory. Business Associates are expected to comply with all applicable laws, whether or not explicitly referenced in this Code.
• Open communication is encouraged. Business Associates are invited to raise any questions or concerns related to compliance with laws and internal regulations by contacting the MARCO Anti-Bribery Officer. Contact details are provided at the end of this document.
• Violations must be reported. Any actual, suspected, or potential violation of this Code must be reported immediately to the MARCO Anti-Bribery Officer or through the Whistleblowing Channel (details provided at the end of this document).
• No retaliation. MARCO strictly prohibits retaliation, discrimination, or adverse treatment against any MARCO member or Business Associate who, in good faith, reports an actual or potential violation of this Code.

At MARCO, we are committed to consistently upholding our reputation as an honest and trustworthy partner. We ensure that obligations to our Business Associates are clear, properly documented, and easily understood by all stakeholders.

We demand cordiality, trust, respect, dignity, and honesty in all relationships between our members and those of our Business Associates, regardless of hierarchical position or function.

Employees of MARCO working with third parties are responsible for ensuring that these groups acknowledge and agree to comply with the relevant provisions of this Code.

The Board of Directors of MARCO has approved and upholds a comprehensive Anti-Bribery Policy that underpins the values defined in this Code. This Policy sets out MARCO’s commitments and actions in developing anti-bribery management systems and practices across all business activities.

This Policy is available to all Business Associates and interested third parties via our website: www.marcofi.com.

On behalf of the Board of Directors and the General Management of MARCO, we thank you for dedicating time and attention to this important matter and for supporting our unwavering commitment to ethics, integrity, and the prevention of bribery.

2. Who does this code affect?

All suppliers, contractors, subcontractors, agents, intermediaries, commission agents, vendors, advisors, distributors, representatives, investors, business alliance partners, consortium members, and any other Business Associates are expected to read, understand, and commit to complying with the minimum standards established in this Code.

It is also the responsibility of Business Associates to promote and disclose the existence and provisions of this Code within their own organizations. This includes ensuring that their executives, shareholders, members, suppliers, and partners are aware of its contents and that the ethical principles set forth herein are effectively implemented and practiced throughout their operations.

3. Compliance with laws

At MARCO, we are committed to complying with all laws and regulations that affect our company and the way we operate. We expect our Business Associates to uphold the same standard, particularly in the context of their contractual relationships with us.

We adhere to the highest standards of ethics and international compliance, and we expect all those who act on our behalf or interact with us to do the same.

3.1 Business Integrity and Corruption Prevention

All parties must respect the rights of customers, suppliers, and competitors and interact with them fairly. We expect our Business Associates to ensure meritocracy and fair competition in the markets in which they operate, and to adopt honest, lawful, and ethical conduct, especially in contractual relationships with MARCO. This includes strict observance of applicable laws, respect for human rights, protection of the environment, and compliance with recognized ethical standards.

Business Associates must comply with all laws and regulations applicable in the jurisdictions where they operate and avoid any activity that could appear suspicious or compromise their integrity.

At MARCO, we have zero tolerance for corruption. Business Associates are prohibited from promising, offering, authorizing, or giving—directly or indirectly—any payment, gift, or undue advantage to public officials, private sector individuals, or related third parties in order to influence an act or decision for their own benefit or that of MARCO.

This obligation also includes adopting appropriate measures upon becoming aware of irregularities by third parties that could compromise MARCO’s reputation or interests. Business Associates are responsible for any damages caused by their own conduct or by the conduct of their subcontractors, partners, or affiliates, and must therefore ensure proper selection and oversight of their own Business Associates.

3.1.1 Prevention of Bribery: Donation, Hospitality, and Similar Benefits

Our Anti-Bribery Policy establishes minimum compliance standards applicable to all MARCO Business Associates.

At MARCO, we operate with zero tolerance for bribery and are committed to acting professionally, impartially, and with integrity in all activities, regardless of location.

For the purposes of this Code, a “gift” means any attention, favor, or compensation—whether monetary or in kind—given or received by an employee, officer, or Business Associate of MARCO.

The following rules apply:

• Invitations, promotional expenses, or gifts in exchange for favors are unacceptable.
• Gifts or benefits may only be offered or accepted if they comply with local laws and legitimate business practices.
• Gifts, courtesies, or other benefits must not be requested in the name of MARCO or in relation to any activity involving MARCO.
• The acceptance or delivery of gifts, courtesies, or benefits to public officials, authorities, political parties, or related entities is strictly prohibited.

Responsibilities of Business Associates

MARCO’s Business Associates must:

• Read, understand, and comply with this Policy and any supplemental guidance issued.
• Refrain from using gifts, benefits, or hospitality to influence any commercial relationship involving MARCO, including business opportunities or expectations.
• Avoid any activity that could appear to violate this Policy. The prevention, detection, and reporting of bribery or related crimes is the responsibility of everyone who works with or on behalf of MARCO.
• Not deliver or accept any gifts, benefits, or advantages that contravene laws, regulations, or MARCO’s internal rules.

Prohibited Practices

• Accepting personal financial assistance of any kind from third parties related to a contractual relationship with MARCO, except where provided by a legitimate financial institution in the normal course of business.
• Accepting or offering cash payments under any circumstances.
• Accepting leisure trips, hospitality, or similar benefits for Business Associates or their family members, paid for by third parties with direct or indirect economic ties to MARCO.
• Failing to report any suspected or actual irregularities. Any such issues must be reported promptly through the MARCO Whistleblowing Channel.

For example, if a customer indicates the need for a gift or payment to secure a business arrangement in which MARCO is involved or may be involved, the Business Associate must report this immediately.

4. Labor practices

At MARCO, we respect and actively promote human rights across all activities, as well as in our commercial and labor relations. We only establish and maintain business relationships with Business Associates who demonstrate respect for human rights, comply with applicable labor laws, and uphold the principles and values outlined in this Code.

Our Business Associates are required to strictly comply with the labor laws of the jurisdictions in which they operate, including any collective agreements or conventions in force.

We categorically prohibit forced labor, child labor, sexual exploitation of minors, and human trafficking in any form within our operations or those of our Business Associates. MARCO will not enter into, nor maintain, commercial relationships with entities or individuals engaged in irregular or illegal practices involving these crimes.

4.1 Health and Safety

Business Associates must demonstrate a fundamental commitment to comply with all applicable laws and regulations on workplace health and safety. They are expected to provide safe, healthy, and dignified working conditions, to manage risks appropriately, and to implement protective measures that prevent accidents and occupational hazards.

To reduce risks in joint activities with MARCO, Business Associates must promptly notify the company of any unsafe conditions and take immediate corrective action to address hazardous practices observed or undertaken.

4.2 Equal Employment Opportunities and Non-Discrimination

Business Associates must also commit to full compliance with applicable laws and regulations regarding equal employment opportunities and the prohibition of discrimination. They must promote a workplace environment rooted in respect, fairness, and inclusiveness, ensuring that no individual is disadvantaged or treated unfairly on the basis of race, color, gender, age, religion, disability, sexual orientation, national origin, political opinion, or any other status protected by law.

4.3 Threats and Violence

The safety and well-being of individuals is of paramount importance to MARCO. Business Associates must ensure that their workplaces are free from threats, harassment, and violence of any kind. They are required to comply fully with all applicable local laws and regulations concerning harassment, workplace violence, and threats of violence.

Any such incidents must be immediately reported, in accordance with the procedures and guidelines established in this Code.

6. Confidentiality

Business Associates must handle all matters related to MARCO with the strictest confidentiality and must always safeguard intellectual property rights. Protecting confidential information is critical to the success of MARCO and to maintaining trust in the business relationships we hold with our Business Associates, including sensitive information about them, our members, and our customers.

Access to MARCO’s information must be limited exclusively to individuals for whom it is strictly necessary, and its use must be confined to the specific purposes of supplying goods or providing services under contractual relationships.

Confidentiality must be preserved in relation to the following types of information assets:

• Customer data and product requirements
• Patents, trademarks, licenses, and other intellectual property
• Non-public financial data
• Information on pending acquisitions and joint ventures
• Pricing and sales strategies
• The terms of agreements entered with MARCO
• Operational strategies

6.1 Privacy and Confidentiality Principles

Our privacy and confidentiality practices are based on the following principles:

• Confidential business information is entrusted to MARCO members and partners solely to enable them to perform their duties. This information belongs exclusively to MARCO and is for corporate use only. Maintaining confidentiality is essential to the success and growth of MARCO, as well as to preserving its reputation and relationships with customers, vendors, suppliers, and Business Associates. Theft, negligence, or misuse of confidential information can harm the company’s profitability, compliance, and reputation. Business Associates may use MARCO assets and information only for authorized business purposes and must return all records, equipment, and information upon termination of the contractual relationship, in accordance with contract terms and applicable laws.
• MARCO and its Business Associates are committed to protecting confidential information in any format. Confidential data may exist in printed documents, emails, cloud-based storage systems, hard drives, or other electronic storage devices. Regardless of the medium, Business Associates are required to respect and protect the confidentiality of all information.
• The obligation to preserve confidential information continues even after the contractual relationship ends. Business Associates are prohibited from disclosing to third parties any confidential information obtained during their relationship with MARCO.

6.2 Prohibited Uses

Members of Business Associates are expressly prohibited from using MARCO’s assets or information for undue personal gain or from employing MARCO’s assets for any illicit purpose during the contractual relationship.

7. Questions & doubts

If a Business Associate has any questions about this CODE or its interpretation, they are encouraged to contact our ANTI-BRIBERY OFFICER for assistance.

8. Action in case of queries or complaints

If a Business Associate becomes aware of any possible violation of this Code, MARCO policies, or the commission of any crime during their relationship with MARCO, they are under the obligation to immediately inform the company.

For this purpose, MARCO has established a Whistleblowing Channel that enables confidential reporting of concerns and complaints made in good faith. Reports submitted through this channel are handled with the utmost seriousness, discretion, and protection against retaliation.

9. Prevention & action

As part of our compliance and prevention model, MARCO applies due diligence measures to ensure that all Business Associates meet the minimum standards established in this Code and to identify any potential non-compliance.

In the event that a Business Associate is found to have breached the provisions of this Code, MARCO will respond with the utmost rigor. The company reserves the right to take all necessary measures to terminate any commercial or business relationship, without prejudice to also reporting the matter to the competent authorities when appropriate.