Code of Ethics and Conduct

The company expects that the obliged subjects function according to the stipulated in the present Code, which implies:

• Comply with the legal provisions applicable to the Company’s activities and to its employees (including the members of the Senior Management and the Administrative Council);
• Comply with the general guidelines of conduct provided in this Code;
• Assume the responsibility of their actions;
• Comply with all the policies and internal procedures of Tecnomyl; and
• Making proper use of goods, time, equipment, and resources of the company.

An effective implementation of the present Code requires of the knowledge on the part of the obliged subjects. For this reason, a training of this on the part of the Company is key. In case of doubt in its interpretation, the same should be considered. Its clarification is the responsibility of the Human Resources Office.

Without prejudice of any other liability that might result from the breach of standards and action guidelines contained in this regulation on the part of the obliged subjects, it can motivate the adoption of the disciplinary sanctions that result of the application according to what is provided in the corresponding labor legislation and/or any other regulation that is applicable. If applicable, may also lead to the adoption of sanctions and other measures provided under the documents governing the relationship of the company with the other obliged subjects.

All the company’s employees, including the members of the Management and Administration Council, should be treated with respect, promoting a comfortable, healthy and safe work environment.

The obliged subjects shall refrain from engaging in any injurious conduct or involving any ground of discrimination on race, religious belief, politics or unionists, gender, nationality, sex, marital status, disability, or any other personal difference.

The obliged subjects shall not incur under any circumstance in harassment, abuse of authority, threats, pressure, moral siege, offense, or other form of aggression and hostility that create a climate of intimidation.

The obliged subjects will be responsible for the protection of the Company’s resources entrusted to them in relation to their work, being prohibited to erase data such as files, emails and any other information related to the business management.

Within the framework of good practices in the use of the resources is expected that the use of equipment and products have the least possible negative impact on the environment and, if feasible, to use products and materials with certification that guarantee an adequate environmental management (such as ISO 14001). Likewise, it is expected a responsible use of water, paper, and energy.

The produced and stored information in the company’s systems, is considered property of the company, therefore, it is reserved the right to access it.

The information that can be considered illegal, offensive, or inadequate must not be under any circumstance processed, downloaded, stored and/or widespread. Está prohibido descargar, almacenar, copiar y/o difundir por cualquier medio, información y/o contenidos de cualquier naturaleza en violación de las leyes de propiedad intelectual.

The download, installation, transmission and/or use of software in violation of any copyright or provision, is prohibited.

The obliged subjects may participate in financial and business activities different to the ones they carry out for the Company, as long as they are legal and do not collide with their responsibilities as employees and/or officials of the Company neither compromise the interest of the same or its detriment. The same must refrain from incurring in situations that could lead to a conflict between the personal interests and the Company’s, as well as representing the company, intervening or influencing in the decision-making, in any situation in which, directly or indirectly, had a personal interest.

In case of having direct or indirect participation, by themselves or through third parties and/or family members, in supplier companies, clients, competitors, contractor and/or subcontractors of the Company (all of them as they are in the framework of the market pricing with advantageous options for the company) is expected that the same be informed in case it becomes a conflict of interest. It is included in this consideration the related-party transaction (RPTs), beholding its treatment in the RPTs Policy (in case of existing). The obliged subjects therefore should always act in the fulfillment of their responsibilities, with loyalty and in defense of the Company’s interests, complying with the applicable rules.

The subjects are expected to restrain themselves from:

• Make recommendations so that the Company conducts business with another company in which the subject has a personal interest, direct or indirect without reporting the situation according to what is established in the preceding paragraph.
• Granting to other companies, organizations or individuals, undue advantages in any business transaction, and must remain impartial.
• Getting involved in relationships that could lead to a real or potential conflict with the Company, or that could somehow have negative effect over the subject’s own freedom of action or of another counselor or employee.
• Use property or information owned by the Company for personal or third-party benefit.

In the event of a suspected conflict of interest, the same shall be reported to the Human Resources office.

The counselors, managers, and employees of Tecnomyl should consider the following rules in case of receiving or giving corporate gifts:

Regarding the reception of gifts:

• It must be returned any gift which market value exceeds USD 200,00 (American dollars two hundred) or its equivalent in local currency or that are not mere promotional articles with the company’s logo (e.g.: pens, watches / clocks, shirts with logo, small gift basket for the holidays).
• Understand by gifts: trips, loans, trainings, personal attentions, etc. and/or promises of the eventual reception of the same, it must be reported to the direct superior, who will be responsible of guarding the goods and take the following actions:
  
  
  • Returning it immediately to the third party.
  • In case of impossibility of return, the same shall be destined for donation.

• The received invitations for business events, conventions, conferences, commercial presentations, or technical courses must be authorized by the superior level.

rior to the gift sending, the obliged subject shall:

• Obtain a prior authorization (through the mechanism the company considers right in its Gifts policy);
• In case of exceeding the amount of USD 200,00 (American dollars two hundred) or its equivalent in local currency, it requires the authorization of the area manager.

Under no circumstances may money be given or sent or any goods which can be assimilated or readily convertible into money. The Company and its employees must assure the appropriately disclosed of these criteria among their clients and suppliers, except the commercial campaigns about sales volumes approved by the board.

The principles of transparency and veracity of the information are applicable to the internal communication of the company and to its respective handling of information.

It is necessary that all transactions of the Company are reflected with clarity and accuracy in their archives, records, corporate and accounting books.

All the classified and non-public information must be considered of restricted use. Revealing, spreading, and using this kind of information for private purposes or not authorized, constitutes a serious lack of loyalty towards the company and, in this case, it could lead to liability actions and/or application of sanctions.

For these reasons, the obliged subjects assume the following obligations:

• Keep the strictest diligence and non-disclosure of information the subject accesses because of the performance of their activity.
• Not disclosing to third parties information, technical or computer knowledge, data, research results, statistics of any kind, except prior and express written authorization granted by the Company according to the existing rules and procedures.
• The counselors and staff will refrain from obtaining personal benefits such as the use of restricted information or knowledge of commercial opportunities that are at their disposal in the Company.
• Comply with the access restriction requirements to all the information, except when the disclosure is required by law.
• The counselors and staff that, because of their position or professional activity, have access to information of clients, suppliers, counselors and/or Company’s employees, are responsible of its guard and appropriate use.
• They should not fraudulently use such information. The duty to restrict the use and disclosure of the information remains applicable after the termination of the employment, commercial or any other relationship with the Company.

In case of doubts regarding the type of information with which is dealing, the same shall be presumed to be of restricted use.

In the case of financial information and/or accounting records, the Company’s operations must remain supported by the respective documentation. Likewise, they must be registered immediately in the accounting records and in the official records of the Company, in strict accordance with the existing laws and accounting principles accepted in Paraguay.

Each contributor shall act in good faith and with due care to ensure the accuracy of the records and the complete disclosure, precise, timely, and transparent of the information, financial reports and documents that are presented to the Administrative Council.

The company will keep an open channel of communication with the press in general, reporting the conducted activities and providing the information that helps clarifying or disclosing the activities that performs.

It will be every obliged subjects’ duty to ensure the institutional image, corporate reputation, brands and products of the Company, being any contact of these parties with press agencies, obligatory, authorized by the Council.

The obliged subjects must:

• Avoid giving any information or press interviews without being authorized, indistinctly whether the information in question is confidential or not.
• Provide guidance to suppliers and service providers that are not authorized to disclose any information regarding the company.
• Avoid talking about topics concerning the company in public spaces (airplanes, restaurants).
• Identify any incorrect data or any kind of information that affects the corporate image of the company and report it immediately to the Council.

All the company’s matters, without exception must be treated ad confidential, safeguarding the safety of information and, consequently, the name and image of Tecnomyl S.A.The obliged subjects by this Code must keep strict confidentiality of information, avoiding the direct or indirect disclosure of all relevant non-public information. Any violation of the existing policy regarding information handling, could lead into a serious offense and legal action against the involved subject.

The obliged subjects cannot carry out misleading advertising of the business activity of the Company and will avoid all conduct that constitute or that can constitute an abuse or illicit restriction of the competition.

The obliged subjects who terminate the relation with the Company shall refrain of using obtained information during the association with the Company, including lists or customer relationships.

The obliged subjects recognize and accept that the work done for the Company, having or not consideration of intellectual property, belongs exclusively and in its integrity, to the Company. Reports, proposals, research, programs, and any other product derived of the professional activity will remain in possession of the Company without the leaving subject being able to copy, reproduce or pass the same in any form without prior authorization.

In this order, the obliged subjects commit themselves to return the material property of the company, that they have in their possession at the time of terminating their activities.

The Obliged subjects cannot conduct neither offer, directly or indirectly, no cash payment, in any kind or other benefit, to any person serving any entity, public or private, political party or candidate for public office, with intent of getting or keeping, illicitly, businesses or other advantages.

The obliged subjects shall not make payments to facilitate or expedite procedures, consisting of the delivery of money or any other thing of value, whatever its amount, in exchange for ensuring or expediting the course of a procedure or action in any judicial body, public administration or official body for the benefit or interest of the Company.

In addition to the consequences of the infringement of this regulation, provided in the specific section herein and other consequences outside the labor and/or contract, the Obliged Subjects acknowledge that the noncompliance of the provisions in this section may cause considerable damage to the reputation and good name of the Company. To prevent and avoid the carrying out of money laundering from criminal or illicit activities, the counselors and staff must pay special attention to those cases in which there are indications of lack of integrity of the people or entities with whom they carry out businesses, besides their generic duty to comply with the applicable legal provisions.

Our commitment to society, staff members and counselors is to satisfy and offer solutions to the current and future needs of our clients, following a model of sustainable agricultural development, in compliance with the governing law in the aspects of quality, environment, safety and occupational health, permanently seeking the improvement of our processes, products and management, following an approach of respect towards the environment and the pollution prevention, promoting safety in our operational activities.

Tecnomyl S.A. since its beginning, the company has maintained a commitment to sustainable growth in the various activities developed by the Company, both operational and administrative. Through an Integral System of Management, formalized in a Quality and Environmental Management Manual (publicly accessible for the Company’s employees, managers and directors), the general guidelines that guide the research, development and production of agrochemicals by the Company are established. The System of Environmental Management allows the Company to reduce the generation of waste and emissions from its activities and improve public relations with the community.

The Obliged Subjects are expected to adhere to Tecnomyl’s commitment to the environment and sustainable development.