2. DEFINITIONS

It means the giving, offering, promising, receiving, granting, accepting or requesting of any monetary value item or any other benefit such as gifts, favors, promises or any type of advantages, for oneself or somebody else, in exchange of performing or omitting any act related to one’s work or influencing on the decision-making process or treating favorably a collaborator.

Resources in cash or in-kind given to support non-for-profit organizations, to promote education and culture, to provide social support or for any other similar purpose without getting any commercial benefit in exchange.

Bribery is the action and effect of giving or taking something valuable to cause someone doing (or stop doing) something, evading a formal or implicit rule about what he/she must do, in the benefit of whom gives such valuable thing or a third party’s.

For the purpose of this policy, Public Servants include the following categories of individuals:

Officials from governmental agencies, public entities, public offices, state-owned companies, international organizations, members of the Judiciary, the Executive and the Congress.

This prohibition also includes individuals close to Public Servants, such as a spouse, partner, relatives and the like (close relation) and any other individual that may receive a promise, offer or benefit to have influence on a Public Servant’s decision.

Employees of international public organizations, such as Development Banks, IMF, UN, OAS, Superintendences, among others.

It means consultants, agents, advisors, external counsels, representatives, lobbyists or others that, in both public and private sectors, operate on behalf of or at the request of HAYDUK regarding their interaction with public servants, government entities, clients, suppliers and third parties.

Activity by which money, assets, products or profits from a known or alleged illegal source are intended to be converted, transferred, administered or kept, with the purpose of preventing identifying their source, their seizure or forfeiture.

Activity by which, directly or indirectly, either inside or outside the national territory, funds, financial or economic resources, or financial services are voluntarily provided, contributed or collected, with the purpose of committing terrorist acts that, among others, result in a state of anxiety, alert or fear within the population.

External party the organization has or plans to have some type of business relation with. The meaning of Business Partner includes, but it is not limited to, clients, consumers, “business partnership”, corporate partnership members, members of a consortium, external suppliers, contractors, consultants, subcontractors, suppliers, sellers, advisors, agents, distributors, representatives, intermediaries and investors. Such definition is deliberately wide and should be interpreted according to the risk profile.

HAYDUK and collaborators express their commitment to act responsibly and respectfully towards the environment, putting special attention on its protection according to the civil society’s interests and concerns, the approved Integrated Management System Policy, and its current regulatory legislation.

HAYDUK rejects any act of contamination, inappropriate handling and illegal management of solid waste, illegal fishing of sea species, among others, as provided in the existing laws, and commits to collaborate with competent supervisory entities in our Facilities and fishing vessels.

To this respect, HAYDUK and collaborators commit to report any act or attempt that may occur, internally or externally, against the environment, especially those crimes defined in Title XIII of Peruvian Criminal Code, through Law No 292633.

In Hayduk, we are committed to provide consumers with high-quality harmless products, manufactured in compliance with the company’s protocols and existing laws. The following are the cornerstones of “Food Security”:

HAYDUK rejects any act of inappropriate handling or contamination of raw materials or finished products, forgery of registries or labels and forgery of documents or certificates in our human consumption Facilities, either directly or indirectly.

To this respect, HAYDUK and collaborators commit to report any act or attempt that may occur, either internally or externally, against the cornerstones aforementioned.

3. RISK MANAGEMENT AND COMPLIANCE OFFICER

In HAYDUK, we identify and regularly assess the various acts of corruption, money laundering prevention, terrorism financing and other acts that may harm the environment and threaten food security, to which our activities are exposed. We document the results in our RISK MATRIX and put together control plans for the risks higher that low risks with the clear objetive of preventing and reducing the likelihood of occurrence as well as setting monitoring and control mechanisms.

To guarantee the maximum independence, a specific position called Compliance Office has been appointed within our organizational chart, equipped with the appropriate capacity, independence and authority, so that, reporting directly to the Ethics committee, ensures the correct implementation and improvement of our MANAGEMENT SYSTEM acording to the requirement agreed.

The appointed Compliance Officer shall be at the disposal of all members within our organization to give them advice, guidance and support with regard to ethical behavior and compliance.

Likewise, our organization shall make use of all necessary resources proportionately to take actions, measures and excercises controls planned in our RISK CONTROL MAP.

4. CODE OF CONDUCT

In HAYDUK, we have a CODE OF CONDUCT AND ETHICS in force and approved by the Ethics Committee, applicable to all our members who are informed about it when entering the company.

Such CODE OF CONDUCT AND ETHICS is applicable to all HAYDUK personnel without prejudice to the legal consequences that may apply to them for such act, incident or behavior entailing a violation of the law.

In this sense, we have a disciplinary system, HAYDUK members are informed about, to penalize behaviors against that set forth in the POLICY and CODE OF CONDUCT AND ETHICS, as well as non-compliances of the remaining requirements of the MANAGEMENT SYSTEM, including criminal behaviors. It will be applied in an equal and proportional manner, under the non-discrimination principle and in compliance with the applicable labor laws. The punitive measures are set forth in HAYDUK’s Code of Conduct and Ethics.

Certain Conduct Guidelines are included in this Code.

Contractors, suppliers and business partners should be hired through a fair and formal selection process that includes, when applicable, requirements against acts of corruption, money laundering, bribery, terrorism financing and environmental contamination in writing.

It is the collaborators’ duty to make sure that all activities and transactions are duly authorized, correctly registered and performed in accordance with HAYDUK’s policies.

HAYDUK must follow a due diligence procedure on the organization to be acquired or merged with for implementing control of acts related to corruption, money laundering, bribery, terrorism financing and environment contamination, as well as when signing any business collaboration agreement or incorporating a new organization with a different shareholder.

To this effect, the Legal Department and/or department promoting such contracts must inform the Compliance Officer so that he may oversee, control and monitor the due diligence. This procedure must be documented and kept by the Compliance Officer.

Business collaboration is understood as the various ways HAYDUK signs with other individual or legal entity a business agreement, joint-venture association, consortium and other similar forms implying that HAYDUK and other individual or legal entity will carry out business activities together and participate in the management, administration, execution, duties and profits of such joint business.

HAYDUK collaborators are responsible for ensuring the compliance of this Policy with those third parties they are related to. To this effect, they shall have a written contract evidencing the scope of services they will furnish, the payment terms and a clause on HAYDUK’s anti-corruption policies.

HAYDUK expressly states that facilitation payments are forbidden.

HAYDUK and collaborators must reject any direct or indirect bribe request by third parties, including public servants and close people, even if extorted with unfavorable actions.

HAYDUK is aware of the fact that sometimes not agreeing to the bribe payment may compromise the employee’s wellbeing and safety. If in such a situation, HAYDUK must report ittothe relevant authority.

HAYDUK collaborators are responsible for ensuring, checking and performing due diligence when, during performance of their duties, suspect that there is the intent of using HAYDUK for money laundering or terrorism financing activities. In such cases, they must report it to the Compliance Officer; notwithstanding, they may file an accusation.

HAYDUK is committed to develop, document, keep and continuously improve their internal financial controls to ensure that all payments are recorded accurately in the Organization’s accounting books and records. All payments will be recorded in a correct and transparent manner. In this sense, all records must include supporting information such as receipts, orders or other applicable documents.

HAYDUK forbids to record or authorize false or misleading notes in the operational records or bookkeeping with the purpose of hiding undue payments.

Contracting suppliers or any third party that represents or may represent HAYDUK poses a significant corruption risk or an undue use of such representation, to launder assets, finance terrorism, mine illegally, among other illicit activities.

All collaborators, especially those collaborators or areas that hire, oversee, control and/or coordinate services from these third parties and suppliers must perform due diligence when acting on behalf of the Organization before public servants or individuals that involve a risk of corruption, money laundering, terrorism financing and environmental contamination; that allows them to feel confident of who they are working with, what his/her reputation and qualifications are. It is their duty to communicate and reiterate to these suppliers or third parties that HAYDUK does not tolerate, accept, request, sponsor or allow any of the aforementioned activities.

Business expenses are aimed at building goodwill provided that they are not used with the intent of unduly influencing on the recipient’s decisions, or go against legal regulation or HAYDUK’s policy.Delivery of institutional gifts shall be subject to HAYDUK-approved terms.

Institutional gifts shall mean those with HAYDUK logo on them that will be delivered in general to a group of companies or individuals.

All collaborators, suppliers or third parties acting as HAYDUK’s authorized agent must responsibly and appropriately use all the facilities assigned for entertainment travels and expenses. They must be always transparent and reasonable depending on the circumstances, and cannot become a mean to commit an act of corruption.

Donations shall be subject to the Donations Manual set forth by the organization. Receipt of gifts and entertainment expenses shall be subject to that set forth in the Code of Conduct and Ethics.

Due to the Organization’s business, relationship with Public Servants is a recurrent activity in developing its operations and, therefore, necessary to ensure business continuity.

In this sense, the Organization encourages its workers to keep good professional relationships with such officials, basedon mutual collaboration as long as they do not infringe upon any of the principles proposed in this Policy or violate legal regulations, and are exempt from any form of pressure or intervention.

Bribery of public servants is neither accepted nor tolerated by HAYDUK; it is illegal and always contrary to our compliance standards as Organization.

The Organization collaborators, suppliers or third parties that may duly represent HAYDUK, can relate with public servants provided that there are matters related to their duties, and are within this Policy’s guidelines.

5. WHISTLEBLOWER CHANNEL

Any member of our organization, employee, shareholder, executive, representative and/or individual duly acting on behalf of or at the expense of HAYDUK must report any act, behavior, information or evidence that may be susceptible or suspicious of infringing this POLICY or our organization’s MANAGEMENT SYSTEM and may entail a criminal act or conduct.

At HAYDUK, we have provided the following means for anyone to make a report of any suspicious event or behavior, or share any doubt or query on the matter:

HAYDUK prepares a work plan every year to make sure the whistleblower channel is spread amongst all of its personnel. Such a plan is under the responsibility of the Legal Department, in coordination with the Administration Department and Human Resources Department.

At HAYDUK, we positively value communication of any indication or suspicion of breach of law by any member, individual or entity linked to our organization, therefore, we appreciate as much detail as possible is provided when reporting/communicating the facts.

6. PENALTIES

There are no exceptions for non-complying this Policy. Non-compliance of this Policy may result in administrative penalties imposed by several control authorities, criminal penalties and others, including disciplinary sanctions set forth in the Internal Work Regulation and current regulation.

All business / commercial partner not complying with this Policy will be penalized with automatic termination of their contract or business relationship with HAYDUK. When learning about or suspecting of a possible non-compliance of this Policy, you shall report it through the channels established.

7. VALIDITY

This document shall be effective from its publication.

ANNEX 1: SUPPLIERS, CLIENTS AND BUSINESS PARTNERS

The Organization reserves the right to not maintain business relationships with suppliers that may have signs or are under investigations related to bribes to public servants, money laundering or terrorism financing, or with those that may put its reputation and its collaborators’ at risk.

Suppliers are all those individuals and legal entities, regular or occasional, national or foreign, whom the Organization establishes or keeps business relations to acquire goods and/or services.

The Organization collaborators shall be expeditious in assessing the purchase of goods and services under their responsibility. Therefore, the collaborator shall:

Request at least one quote that includes the technical and economic details of the offer.

Document suppliers background.