Code of Ethics

This Code of Ethics (the “Code”) is binding on all members of Sánchez Devanny Eseverri, S.C. (“Sánchez Devanny” or the “Firm”), including its General Partners, Consulting Partners, Lateral Partners, Industrial Partners, Associates and Law Clerks, provided that the rules that by their own nature correspond to the conduct of attorneys only are only applicable to them. The Code contains general principles that guide the conduct of the members of Sánchez Devanny, and define the type of institution that we are and want to be.

If it is not sufficiently clear which of this Code’s principles must be applied to a particular case, or in which way it must be applied, the concerned person should act in a conservative manner and with common sense, applying the principle or principles that may be more relevant for that specific case. When doubts have not been cleared after the application of the above principles, the issue will be directly conveyed to any member of the Firm’s Managing Board, who will in turn submit it to the Management Board for resolution or, if the Board deems it necessary, for resolution by the General Partners’ Meeting. When the issue is resolved by the Managing Board, it must immediately inform the General Partners’ Meeting of the issue and of its resolution. Sánchez DeVanny is an institution and intends to last through time beyond the people who belong to it at a specific moment, and it aims to be a first class firm at all times not only because of the technical capabilities of its practitioners but also because of their integrity and ethics. We, as Sánchez DeVanny members, have the obligation to continue building this institution and make it sustainable, and to guard its reputation and prestige at all times.

This Code is inspired, among others, by the International Principles on Conduct for the Legal Profession, adopted by the International Bar Association on May 28, 2011.

I. Obligations towards Sánchez Devanny

The members of Sánchez Devanny have the following obligations towards the Firm:

1. Protecting our reputation. Maintain the Firm’s reputation acting with loyalty towards our clients and not accepting to represent clients in legally doubtful matters.

2. Comply with the Code. Know this Code, apply it, and comply with all of the ethical principles contemplated by it; disclose its content to our clients (present, future and potential), and be clear and categorical in the fact that the rendering of our services will under no circumstances lead to a violation of any of its principles; and prevent that other members of Sánchez Devanny (regardless of their position) violate this Code.

3. Continuing education. Study and keep us updated and informed on matters of our individual specialization.

4.Respect the Firm’s clients and teamwork. Respect that clients are Sánchez Devanny’s clients, and therefore its professionals must always and exclusively assist them through the Firm; work as a true team keeping other members informed; and use its material and human sources for the rendering of services in a manner that is rational and convenient for the Firm.

5. Professional Relationships and Strategic Alliances. Establish the principles of transparency, fairness, service quality and absolute honesty as a base of our collaboration with third parties when the Firm decides to enter into collaboration relationships and strategic alliances with other firms and service providers of proven reputation, so that the services rendered to our clients do not become unnecessarily expensive and the ethical and quality standards of our services do not become negatively affected.

II. Obligations towards clients

We have obligations towards clients from the moment when there is mutual agreement, even if an engagement letter has not been executed or if the engagement letter is executed in a later date to formalize the agreement reached. At times, the agreement on our part is subject to receipt of an advanced fee payment. Although the agreement exists despite not having been formalized in writing, and even if our ethical conduct as attorneys is not conditional upon the execution of an agreement, we believe that it is important to clearly define the scope of our relationship with the client, what is it that the client expects form us, what services did we agree to render and under which conditions. For this reason, the members of the Firm must propose our clients the execution of an engagement letter to commence a professional relationship and as the adequate means to establish the terms and conditions of our representation. In any case, our obligations are exclusively towards the client, not its officers, directors, partners, shareholders, or related companies.

Thus, for example, when the client is a company, our obligations are towards the company, not towards its directors, employees or shareholders; when we represent an individual, our obligations are towards such individual and not towards its family members or other close individuals.

The members of Sánchez Devanny have the following obligations towards its Clients:

1. Freedom of choice. Respect the freedom of clients to be represented by the lawyer of their choice. Unless prevented by professional rules or by law, Sánchez Devanny will be equally free to take on or reject a case.

2. Independence. Render objective advice, and exercise our professional judgment in an independent and unbiased manner, including as to the likelihood of success of the client’s case.

3. Honesty, integrity, respect and fairness. Act with honesty, integrity, respect and fairness with our clients, public officers, members of the judiciary, colleagues, (including counterparties), and all those with whom we come into professional contact.

4. Competent and Diligent Representation. Protect and represent the interest of our clients in the best possible manner, performing our work in a competent and timely fashion, within the limits established by the law and the principles contained in this Code, and to comply with the law. Consequently, we cannot accept any matters for which we cannot offer a competent and timely representation. In case that the competent and timely representation requires the hiring of the services of other professionals, we will seek professionals who are governed by ethical principles analogous to the ones contained in this Code, and will only accept the case if the client accepts the hiring of those other professionals.

5. Transparency. Maintain the client reasonably informed of the status of his case. This includes responding in a reasonably prompt manner to telephone calls, e-mails and other client communications received through any other means. It also includes the responsibility to adequately and sufficiently keep the client informed so that he can make informed decisions about his case.

6. Defend the Client’s Interest. Treat client’s interest as paramount, subject always to there being no conflict with our ethical and legal duties, and be fair and reasonable with the client such that once we have accepted a case, we are morally and legally obliged to discharge it in a diligent and timely manner until its last consequences, and we cannot withdraw or abandon the case except if continuing the representation could result in a contravention of the law or of this Code, if there is a justified cause, or if reasonable notice has been given to the client. In any case, we are obliged to mitigate the consequences of a change of representation for our clients.

7. Reasonable Fees. Respect the agreement with the client with respect to our professional fees, adequately recording the time and tasks dedicated to each matter, and assigning material human sources to a matter in a reasonable and efficient manner, billing reasonable fees and not generating unnecessary work. We may share fees with other firms or professionals provided that the client is informed at all times and accepts the arrangement, and that the fee sharing agreement reflects the work effectively performed by us and the by other firms or professionals.

8. Confidentiality. Maintain absolute confidentiality and secrecy, unless otherwise allowed or required by law or rules of professional conduct, about all non-public information provided to us by the client, which includes the fact of being its lawyers when the client requests so. The confidential information may be shared with other members of Sánchez Devanny and with third parties to the extent necessary for the adequate rendering of our services. Nonetheless, if the client expressly requests otherwise, we will not share any information at all with any members of Sánchez Devanny other than those designated by the client or with third parties, unless expressly authorized by the client. In any case, a proposed representation and the general nature of the case may be shared with other members of Sánchez Devanny to verify the absence of conflicts of interest.

The information will only cease being confidential when it is made public by the client itself or by third parties.

The confidentiality obligation survives termination of our contractual relationship with the client, and we will never use to the detriment of the client, or for our own benefit or of the firm’s, or for benefit of any other person.

9. Conflict of Interest. We cannot represent a client when the interests of Sánchez Devanny, of any of its members, or of any of our clients, conflicts with the client’s interests, compromising our capacity to render loyal and unbiased advice in benefit of the client. Exceptionally, we may accept the representation when it is permitted by law, the applicable rules of professional conduct, or when the client so authorizes in accordance with what is set out below.

As a general rule, if a conflict of interests affects one member it affects all members of Sánchez Devanny, unless the clients accept the possibility for Sánchez Devanny to implement a “Chinese Wall” expressly and in writing. A client may accept our representation despite a conflict of interests provided that he decides so in a free and informed manner and is aware of the risks involved. However, the representation must be previously approved by the Managing Board or, when deemed appropriate by the Managing Board, by the General Partners’ Meeting. If for any reason there arises a conflict of interest with an existing client, we must immediately inform that client (and if necessary, waive his representation). If the conflict affects two existing clients, as a general rule, the first client will prevail (the second client will prevail when, for justified reasons, the Managing Board, or the General Partners’ Meeting when the Board decides to transfer the decision to it, so decides).

When we are requested to represent two clients on the same side of a transaction of proceeding (both being the selling parties, or claimant, etc.), such joint representation may be carried out provided that: (i) both clients do not have contrary positions (opposed interests); (ii) their legal positions are not contradictory (it is convenient for one client to claim the applicability of an article and to deny it for the other client); (iii) both clients consent in an informed manner and in writing; and (iv) the Managing Board or the General Partners’ Meeting, as the case may be, approve that we carry out such representation.

10. Client’s and third party’s property. Custody the client’s or third party’s assets that are delivered to us, and keep them separately from the assets of Sánchez Devanny. In general, we will custody our clients’ funds in bank accounts opened for such purpose. When we receive funds to make payments to third parties in the name and on behalf of our clients, we will use them for such purpose. All the transactions carried out with our client’s funds shall be duly documented, including the application or use of funds.

III. Obligations as professionals

All the members of the firm and in particular those who are lawyers, have the professional obligation to comply with the law and, specifically, the rules that govern the practice of the law (articles 231 to 233 of the Federal Criminal Code, and articles 2,588 to 2,592 and 2,606 to 2,615 of the Federal Civil Code, among others). In accordance with the above, we have the obligation not to lie, not to simulate acts, and not to argue matters that are obviously without merit. We also have the general ethical obligation to pursue justice and not to damage the reputation of our profession. Additionally, and with respect to our foreign clients, we must attend their matters in Mexico with strict observance of the rules applicable to them, such as the Foreign Corrupt Practices Act and other international guidelines of similar nature, provided that such norms are not in conflict with the provisions of this Code or with the laws we are subject to.