CODE OF ETHICS AND CONDUCT

FERROMEX

1. COMMITMENT

At Ferromex, we're committed to providing a world class rail transportation service that operates to the highest standards of consistency, reliability, and speed to satisfy our Customers through the ongoing improvement of our processes.

This code of ethics and conduct outlines the rules and practices that all Ferromex employees are required to observe in order to fulfill our commitment and constitutes the guide that governs our business practices.

2. SCOPE

This code of ethics and conduct applies to:

  • Ferromex employees.
  • Ferromex customers.
  • Ferromex Vendors, Contractors and Consultants.

By virtue of their relationship with Ferromex, all Ferromex Employees, Customers, Vendors, Contractors, and Consultants are obliged to conduct themselves and their activities according to the provisions contained in this code.

As specific situations may arise that are not considered in this code of ethics and conduct and given the breadth of the topics covered, this code is intended to serve as a guide for evaluating items not considered. Questions concerning this code and its application should be directed to the Ferromex Ethics Committee.

All persons that join Ferromex will sign an "Employee Declaration" stating to have read and understood this code and also disclosing, where applicable, any situation that could be considered an exception to that established herein. In addition, all Ferromex employees will ratify their signature on said document each year.

3. DEFINITIONS

The following definitions are provided to facilitate the interpretation of this code of ethics and conduct, adding that these capitalized terms will be understood as defined below and will refer to both singular and plural, unless defined otherwise in the text:

Company: Ferrocarril Mexicano, S.A. de C.V. and its subsidiary and affiliate companies.

Conflict of Interest: any situation where an Employee, by virtue of their position within the Company and/or using Company time and resources, obtains personal benefits for themselves or for any blood family member or by marriage to the second degree.

Customer: the person or entity that contracts Ferromex to receive its services.

Disclose: means to publish, distribute, reveal, transmit, disclose, or propagate by any means to any third party any Information and Documentation, as defined below, including the reproduction of said Information and Documentation.

Employee: the person that holds an individual employment contract or is party to a collective bargaining agreement with Ferromex.

Ferromex significa Ferrocarril Mexicano, S.A. de C.V. and its subsidiary and affiliate companies.

Information and Documentation: means any written or verbal information or any other that is transmitted by magnetic or electronic means. Information and Documentation may include methods, precise data gathered from experience, technology, other data, legal, financial, contractual, operational, technical and accounting information, and any other information that is confidential in nature related to the activities of Ferromex

Intellectual Property: means all material or programs currently in existence or subsequently developed at Ferromex and which are related to any aspect of its operations and the procedures, processes, methods, plans, Customers, systems, projects, and any other forms or elements used by the Company to conduct its activities, including marketing strategies, sales, logistics, determination of routes, tariffs, procedures, safety and security strategies, accounting or financial information, drawings, specifications, models, and data for its equipment, systems, and programs.

Quality Policy: means that at Ferromex, we're committed to providing a world class rail transportation service that operates to the highest standards of consistency, reliability, and speed to satisfy our customers through the ongoing improvement of our processes.

Service: Public Railroad Transportation Service.

Vendor, Contractor, Consultant: the person or entity that Ferromex contracts to acquire products or receive services.

4. BASIC PRINCIPLES

Ferromex as a member company of Grupo México, S.A.B. de C.V., guides its conduct by adhering to the following ethical values:

  • Integrity. Act honestly, responsibly, and with professional ethics.
  • Respect. Respect all persons, the surroundings, and the environment.
  • Service. Serve our customers with our best efforts and commitment.
  • Loyalty. Act equitably, based on the truth and our other values.
  • Creativity. Do things better, to break paradigms.
  • Solidarity. Work as a team to fulfill our Quality Policy.
  • Punctuality. Meet our commitments and obligations.

5. RULES APPLICABLE TO EMPLOYEES

Employees are obliged to be familiar with, to understand, and to observe the code of ethics and conduct. Any failure to comply with this code will lead to individual disciplinary action that could include dismissal from the Company and also legal action.

5.1 - Conflict of Interest with third parties

Ferromex Employees and their direct blood relatives to the second degree or by marriage to the first degree, or the spouse of the employee in question that hold investments and/or interests of any nature, other than those operated through the Mexican Stock Exchange, in any Customer, Vendor, Contractor, or Consultant of Ferromex and/or any other transportation company must notify the Industrial Relations Department to this effect.

Ferromex Employees, their spouses and direct blood relatives to the second degree will refuse any gifts, services, discounts, travel, or entertainment offered by any Customer, Vendor, Contractor, or Consultant of Ferromex. Occasionally such persons may accept gifts bearing a maximum value equal to 50 times the minimum daily wage in effect in Mexico City. If the gift exceeds this amount, the FerromexIndustrial Relations Department must be notified to this effect. Gifts of cash are not permitted.

Ferromex When an Employee, on performing their duties and in representation of Ferromex, receives money, gifts, awards, etc. and the circumstances do not permit the refusal of the item, the Employee will deliver the item to the Ferromex Industrial Relations Department.

5.2 - Conflict of Interest in personal relationships.

Ferromex Employees must avoid any conflict of interest between work matters and personal affairs. Therefore, the following situations must be removed from familial ties or personal relationships:

  • Work relationship where there is a crossover of processes
  • Supervisor - subordinate relationship
  • Relationship where one of the persons involved holds a level of associate director or above

    Family members who are Employees of Ferromex may continue to work at Ferromex provided the nature of their work relationship respects the exclusions indicated and their work is not affected.

    Ferromex Employees are obliged to immediately report any known familial tie or personal relationship with another Employee to the Ferromex Industrial Relations Department.

    5.3 - Non-Disclosure.

    On performing their duties, Ferromex Employees have constant contact with all types of programs, distribution processes, sales processes, customers, methods, systems, plans, projects, and other elements associated with the railroad industry, therefore Ferromex requires its Employees to hold strictly confidential such information and to not use or Disclose to any third party, including other Ferromex Employees any Information and Documentation related to their work.

    In the event an Employee is required by any court or administrative authority holding jurisdiction to reveal any Intellectual Property and/or Information and Documentation, the Employee will immediately notify the Ferromex Legal Department of the request before revealing the information in question.

    Ferromex Employees who, for any reason, leave the service of the Company are under obligation to not disclose in any manner or at any time, the Information and Documentation to which they have had access during their employment withFerromex.

    Ferromex tiene la facultad de decidir si algún Empleado debe de suscribir en particular un convenio de confidencialidad independientemente de lo establecido en el presente código de ética y de conducta.

    5.4 - Protection of Ferromex Properties.

    Ferromex Employees will be particularly diligent in their care for the properties provided to them to perform their duties and tasks, and will report any situations to their immediate supervisors that could lead to the loss, damage, destruction, or improper use of these properties. In addition, Ferromex Employees will not use any asset or property of Ferromex, it affiliates, subsidiaries, and other related companies, for any personal purpose, much less for any illicit or illegal activities punishable under Mexican law.

    Ferromex Employees acknowledge and accept that their contributions and input into the development and implementation of all types of programs in which they participate, develop, or have knowledge of are the Intellectual Property of Ferromex.

    No Employee may use any Assets, equipment, materials, or resources property of Ferromex to conduct any non-work related activity.

    5.5 - Political and religious activities.

    Ferromex respects the freedom of personal conviction and political affiliation of its Employees, however the exercising of these practices must be held outside the Company, therefore Ferromex Employees are prohibited from using the name and registered trademarks of Ferromex and also its image, premises, and any Company resource for purposes of political and/or religious campaigning.

    6. CUSTOMER RELATIONS

    Ferromex Employees that have dealings with Customers are obliged to ensure that such persons are familiar with and adhere to that established in this code of ethics and conduct.

    Ferromex, may provide programs, distribution processes, sales processes, methods, systems, plans, projects, and other elements associated with the railroad industry to its Customers in relation to providing its services, therefore Ferromex requires its Customers to hold strictly confidential such information and to not use or Disclose to any third party any Information and Documentation related to their relationship with the Company. Ferromex and its Employees are committed to protecting the rights of our Customers by holding confidential all Information and Documentation provided by Customers.

    Ferromex Customers who suspend their relationship with the Company are under obligation to not Disclose any confidential Information and Documentation to which they have had access during their business relationship with Ferromex.

    Ferromex Employees are not authorized to present gifts to Customers or their employees or to any other person with which they have business dealings valued at more than 50 times the minimum daily wage in effect in Mexico City. It is also not permitted to offer gifts of cash.

    7. RELATIONS WITH VENDORS, CONTRACTORS AND CONSULTANTS

    Ferromex Employees that have dealings with Ferromex Vendors, Contractors, and Consultants are obliged to ensure such persons are familiar with and adhere to that established in this code of ethics and conduct, and any failure of such persons to comply with this code may result in the cancellation of the business relationship and/or the intervention of the courts.

    Ferromex may provide programs, distribution processes, sales processes, methods, systems, plans, projects, and other elements associated with the railroad industry to Vendors, Contractors and/or Consultants in relation to receiving their goods and services, therefore Ferromex requires its Vendors, Contractors and Consultants to hold strictly confidential such information and to not use or Disclose to any third party any Information and Documentation related to their relationship with the Company.

    When Ferromex Vendors, Contractors or Consultants conduct business with competitors of Ferromex, they will inform Ferromex to this effect at the start of their relationship with the Company or on occurrence for evaluation by Ferromex.

    Ferromex Vendors, Contractors or Consultants who suspend their relationship with the Company are under obligation to not Disclose any confidential Information and Documentation to which they have had access during their business relationship with Ferromex.

    Ferromex Employees are not authorized to receive gifts from Vendors, Contractors, Consultants, or any other person with which they have business dealings valued at more than 50 times the minimum daily wage in effect in Mexico City.

    8. LEGAL COMPLIANCE

    All Ferromex Ferromex Employees are committed to meeting full and due compliance with the laws and regulations in effect in the Mexican Republic.

    Ferromex prohibits any type of improper payment being made to any authority, therefore Ferromex and its Employees will refrain from engaging in any activity that could be interpreted tacitly, implicitly, or expressly as corruption.

    9. ETHICS COMMITTEE

    The Ferromex Ethics Committee is the body that oversees compliance with this code of ethics and conduct, and also interprets, resolves, and reports on situations that may arise involving its application and, accordingly, the committee identifies and proposes appropriate actions to be taken in the event of non-compliance or situations not covered by this code.

    The Ethics Committee is comprised of the following members:

  • Chairman - Executive President
  • Secretary - Director of Industrial Relations
  • Member 1 - Chief Executive Officer
  • Member 2 - Vice-President of Finance and Administration
  • Member 3 - Comptroller

  • The Ethics Committee will meet as necessary and its resolutions will be deemed valid when approved by at least 3 (three) of the 5 (five) members of the committee.