Cia de Distribucion Integral Logista Holdings SA

In September 2024, the board carried out a review of its regulations to continue advancing in the implementation of the best practices of good corporate governance and to adapt the company's practices to the best international standards. Among this review, it should be noted that the term of office of directors has been shortened to three years and the inclusion of an obligation for independent directors to make their position available to the board once they exceed nine years of mandate, who only when the board of directors, following a report from the appointments and remuneration committee, considers that there are justified reasons for it to continue on the board, they may maintain their classification as independent. In terms of compliance, in addition to regularly monitoring the operation of the company's compliance system, the board has approved a human rights policy, a due diligence policy in the supply chain and a competition policy. Likewise, during this exercise, the general principles of supplier behaviour have been updated to include a specific obligation to promote respect for human rights, both in their own organisation and in their relations with third parties. Finally, during the year, various sessions were held on sustainability reporting and training activities in this area were reinforced. [...] The competition policy outlines the functions of the various participants in the competition compliance program, including the board of directors, the audit, control, and sustainability committee, the executive committee, the compliance committee, and other members of Logista, assigning to each of them their respective responsibilities and duties in relation to the program.

As regards corporate governance, the Board of Directors worked tirelessly over the year across all its areas of responsibility. I'd like to particularly emphasis three initiatives. Firstly, the approval of the update of the sustainability policy outlining the Company's key sustainability commitments and the management and oversight guidelines to be followed. The aim of this new policy is to deliver long-term value for all stakeholders and provide stability and transparency beyond the balance sheet, making a material contribution to achieving the Sustainable Development Goals (SDGs) approved by the United Nations (UN). One of the key updates undertaken in the area of sustainability was the design of a specific governance model to regulate the various components involved in sustainability management and control, which reinforces the functions of the newly-named audit, control and sustainability committee in supporting and overseeing the implementation of this new model. Under its supervision, Logista is actively working on a new sustainability strategic plan which is fully aligned with the requirements under the updated sustainability policy and global best practices and will be implemented over the course of the year. [...] As part of Logista's unwavering resolve to help contribute towards a more sustainable business model and maximise the value generated for its stakeholders, the board of directors – through the updated sustainability policy – has approved a new sustainability governance system which is based on the framework outlined below: l The board of directors, based on a report from the audit, control and sustainability committee, shall be responsible for approving the sustainability policy, which will outline the Company's main areas of action in terms of sustainability. l The Company's management committee will draw up Logista's strategic sustainability plans based on what is set out in the sustainability policy. A sustainability committee has also been set up to assist both the management committee and the audit, control, and sustainability committee in formulating these strategic plans and will report all sustainability-related matters to both these committees. l These strategic plans will establish specific initiatives that are to be implemented across the various areas and will be drafted by the sustainability committee in coordination with Logista's different business lines and departments. The different business lines and departments will each implement their assigned objectives and action plans and will report their progress back to the sustainability committee. l The sustainability committee will report to the management committee and the audit, control and sustainability committee, as many times as it deems necessary, and no less than twice a year, to provide an update on the implementation of the strategic plans, so that both the management committee and the audit, control and sustainability committee can fulfil their duties in sustainability-related matters.

As regards corporate governance, the Board of Directors worked tirelessly over the year across all its areas of responsibility. I'd like to particularly emphasis three initiatives. Firstly, the approval of the update of the sustainability policy outlining the Company's key sustainability commitments and the management and oversight guidelines to be followed. The aim of this new policy is to deliver long-term value for all stakeholders and provide stability and transparency beyond the balance sheet, making a material contribution to achieving the Sustainable Development Goals (SDGs) approved by the United Nations (UN). One of the key updates undertaken in the area of sustainability was the design of a specific governance model to regulate the various components involved in sustainability management and control, which reinforces the functions of the newly-named audit, control and sustainability committee in supporting and overseeing the implementation of this new model. Under its supervision, Logista is actively working on a new sustainability strategic plan which is fully aligned with the requirements under the updated sustainability policy and global best practices and will be implemented over the course of the year. [...] As part of Logista's unwavering resolve to help contribute towards a more sustainable business model and maximise the value generated for its stakeholders, the board of directors – through the updated sustainability policy – has approved a new sustainability governance system which is based on the framework outlined below: l The board of directors, based on a report from the audit, control and sustainability committee, shall be responsible for approving the sustainability policy, which will outline the Company's main areas of action in terms of sustainability. l The Company's management committee will draw up Logista's strategic sustainability plans based on what is set out in the sustainability policy. A sustainability committee has also been set up to assist both the management committee and the audit, control, and sustainability committee in formulating these strategic plans and will report all sustainability-related matters to both these committees. l These strategic plans will establish specific initiatives that are to be implemented across the various areas and will be drafted by the sustainability committee in coordination with Logista's different business lines and departments. The different business lines and departments will each implement their assigned objectives and action plans and will report their progress back to the sustainability committee. l The sustainability committee will report to the management committee and the audit, control and sustainability committee, as many times as it deems necessary, and no less than twice a year, to provide an update on the implementation of the strategic plans, so that both the management committee and the audit, control and sustainability committee can fulfil their duties in sustainability-related matters. The integrity of the model will be guaranteed by the management mechanisms that Logista has in place and the Company will also ensure it fulfils all its obligations in terms of sustainability reporting. Logista undertakes to put reporting systems in place that allow it to appropriately monitor and ensure the integrity of the information required to offer a clear picture of Logista's sustainability impact and commits to providing the information that is necessary to demonstrate how these sustainability-related matters affect the Company's performance, results and circumstances. It will also establish risk control mechanisms and mechanisms to detect opportunities around sustainability, all in accordance with Logista's general risk management policy. The reporting and monitoring system will be developed by the corresponding procedure. In conformance with this new governance system, the board of directors has approved the relevant amendments to the regulations of both the board of directors and the audit, control, and sustainability committee.

Logista's board of directors includes an audit and control committee and an appointments and remuneration committee, tasked with carrying out the duties required by law. The majority of these committees comprise independent directors. [...] The compliance committee, which reports to the audit and control committee, oversees the operation of and compliance with Logista's organisational model and its regulatory compliance system. The Committee is built around three core pillars: the code of conduct, the criminal risk prevention model and the whistleblower channel. The Committee is formed of representatives from the following corporate areas: the legal department, internal control, resources and human resources. [...] There is a whistleblower channel that all directors, employees and authorised third parties (suppliers, clients, subcontractors, etc.) can use to submit an anonymous, confidential complaint about any form of irregular practice, breach or behaviour whatsoever that is contrary to Logista's ethical values or internal policies, the code of conduct or the law. The compliance committee reports any complaints received, and any investigative action taken, or procedures conducted by Logista, to the Audit and Control Committee on a regular basis.

In September 2024, the board carried out a review of its regulations to continue advancing in the implementation of the best practices of good corporate governance and to adapt the company's practices to the best international standards. Among this review, it should be noted that the term of office of directors has been shortened to three years and the inclusion of an obligation for independent directors to make their position available to the board once they exceed nine years of mandate, who only when the board of directors, following a report from the appointments and remuneration committee, considers that there are justified reasons for it to continue on the board, they may maintain their classification as independent. In terms of compliance, in addition to regularly monitoring the operation of the company's compliance system, the board has approved a human rights policy, a due diligence policy in the supply chain and a competition policy. Likewise, during this exercise, the general principles of supplier behaviour have been updated to include a specific obligation to promote respect for human rights, both in their own organisation and in their relations with third parties. Finally, during the year, various sessions were held on sustainability reporting and training activities in this area were reinforced. [...] The competition policy outlines the functions of the various participants in the competition compliance program, including the board of directors, the audit, control, and sustainability committee, the executive committee, the compliance committee, and other members of Logista, assigning to each of them their respective responsibilities and duties in relation to the program.