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ANTI-CORRUPTION COMPLIANCE POLICY

TORUS, SOCIEDAD ANÓNIMA

ANTI-CORRUPTION COMPLIANCE POLICY​

LAST UPDATE: AUGUST 8TH, 2025

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1. PURPOSE

The purpose of this Anti-Corruption Compliance Policy (the "Policy") is to ensure full compliance by TORUS, Sociedad Anónima (the "Company"), its subsidiaries, and all related personnel—including directors, officers, employees, agents, consultants, contractors, and representatives—with the U.S. Foreign Corrupt Practices Act of 1977 ("FCPA") and any applicable anti-corruption laws in jurisdictions where the Company operates or intends to operate.

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2. BACKGROUND

The FCPA prohibits offering, promising, or giving anything of value to foreign officials, political parties, or candidates for public office with the intent of influencing any act or decision to obtain or retain business or secure an improper advantage.

The FCPA applies to publicly and privately held companies alike and has been the basis for numerous high-profile enforcement actions worldwide. Compliance with this legislation is mandatory and non-negotiable, regardless of operational complexity or potential business loss.

TORUS is committed to conducting business with integrity and in full compliance with all applicable anti-bribery and anti-corruption laws.

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3. SCOPE

This Policy applies to:

  • All directors, officers, and employees of TORUS, Sociedad Anónima, and its subsidiaries.

  • All contractors, consultants, representatives, and third parties acting on behalf of the Company, regardless of nationality or location.

  • All business dealings conducted on behalf of the Company, whether directly or indirectly, anywhere in the world.

This Policy prohibits not only direct payments or benefits but also indirect acts, including through intermediaries (e.g., consultants or agents), if such acts are intended to improperly influence a government official or gain an unfair business advantage.

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4. PROHIBITED CONDUCT

No person covered under this Policy shall, directly or indirectly:

  • Offer, promise, give, or authorize the giving of anything of value to a foreign official to influence any act or decision;

  • Make facilitation payments, even if customary in a given country;

  • Make payments to third parties with knowledge or reasonable suspicion that all or part of the payment will be used to improperly influence a government official;

  • Conceal or mischaracterize the nature of any transaction in the Company’s books and records.

Examples of prohibited items of value include (but are not limited to):

  • Cash or cash equivalents;

  • Gifts or entertainment;

  • Travel, lodging, or hospitality;

  • Political or charitable contributions;

  • Offers of employment or internships for friends or relatives of officials.

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5. RECORD-KEEPING AND INTERNAL CONTROLS

The Company must maintain accurate books, records, and accounts that fairly reflect all transactions and dispositions of assets. Falsification or omission of records with the intent to conceal or misrepresent payments is strictly prohibited and may constitute a criminal offense.

 

6. REPORTING AND COMMUNICATION

All employees and associated parties are encouraged and required to promptly report any transaction, conduct, or request that may be interpreted as a violation of this Policy or applicable anti-corruption laws.

Reports should be submitted to the Chief Executive Officer, who serves as the FCPA Compliance Officer. Alternatively, reports may be submitted to the Company’s Legal Department.

All reports will be treated confidentially to the extent permitted by law, and no retaliation will be taken against individuals who report concerns in good faith.

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7. CONSEQUENCES OF NON-COMPLIANCE

Violations of this Policy or applicable anti-corruption laws may lead to severe civil and criminal penalties, both for the individuals involved and the Company.

Any employee, officer, director, or third party found to be in violation may be subject to disciplinary measures, including termination of employment or contractual relationship, and may be reported to relevant authorities. The Company will not indemnify individuals for fines or penalties arising from personal misconduct.

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8. ETHICAL COMMITMENT

TORUS, Sociedad Anónima, is firmly committed to ethical business practices and to fostering a corporate culture rooted in integrity, transparency, and accountability. All Company stakeholders are expected to uphold these values and to actively contribute to an environment that rejects any form of corruption, bribery, or unethical behavior.

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9. POLICY REVIEW AND MODIFICATION

This Policy may be reviewed, revised, or supplemented by the Company at any time to ensure continued relevance and compliance with evolving legal standards and business needs. The Company also reserves the right to integrate this Policy into broader governance frameworks, including internal codes of conduct or ethics manuals.

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