RULES OF PROCEDURE FOR THE AUDIT & CONFLICTS OF INTEREST COMMITTEE VALOREM S.A.

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1 1. DEFINITIONS RULES OF PROCEDURE FOR THE AUDIT & CONFLICTS OF INTEREST COMMITTEE VALOREM S.A. 1.1 Shareholders. Those registered as the owners of the Company's shares in the Company's Shareholder Register on a specific cut-off date. 1.2 Majority or Controlling Shareholders. Those who have decision-making power over the Company in accordance with Articles 260 and 261 of the Code of Commerce. 1.3 Administrators. Registered agents and alternates serving in their place due to temporary or indefinite time away from work, the factor when applicable, liquidators, board members and all others exercising these functions as defined by the Company Bylaws and the law. 1.4 Upper Management. The Company's Administrators and Senior Executives. 1.5 Committee. Is the Audit & Conflicts of Interest Committee. 1.6 Conflicts of Interest. A conflict of interest is understood as any situation that in the opinion of an impartial and unbiased observer regarding an action, service or specific operation, could potentially involve a clash between the Company s interests and the personal interests of those subject to this Code, which may compromise their ability to act or make decisions impartially. Among other cases, the following will be considered conflicts of interest: When a person directly or indirectly holds a share of more than 50% of a compan y s capital or when the perso n s share is less, but he/she holds an administrator level position in said company, and Valorem does business, buys or sells services or carries out specific transactions with said company in the terms of Law 222/ When a person dedicates to the same type of business as the Company or companies in the Business Group, and for that circumstance or other different circumstances the person s objectivity in making decisions for the Company is at risk. 1.7 Directors. Board Members are Company directors. 1.8 Independent Directors. Independent Directors of the Company are the Board Members who:

2 1.8.1 Are not employees or directors of the Company or any of its affiliates, subsidiaries or parent companies, or someone who has held such position during the year immediately preceding his/her appointment, except in the case of re-election of an independent person Are not shareholders that directly or by virtue of an agreement direct, guide or control the majority of the entity s voting rights; or someone who determines the majority structure of the administrative, management or controlling bodies thereof Are not partners, shareholders or employees of associations or companies that provide consulting services to the Company or companies that belong to its same economic group, when the revenue on this account represents twenty percent (20%) or more of its total revenue Are not employees or directors of a foundation, association or company that receives significant donations from the entity. Significant donations are those representing more than twenty percent (20%) of the total donations received by the receiving institution Are not administrators for a company, entity or association in which a registered agent of the Company is on its Board of Directors Do not receive any remuneration from the Company other than the professional fees he/she is entitled to as a member of the Board of Directors, the Audit and Conflicts of Interest Committee, or any other committee created by the Board of Directors. 1.9 Senior Executives. The Company s Senior Executives include its CEO, directors and registered agents Internal Control System (ICS): The Internal Control System is understood as the Company's set of prevention, control, assessment and continuous improvement policies, principles, standards, procedures and mechanisms that help it reasonably ensure fulfillment of the following objectives: i) effectiveness and efficiency of operations; ii) reliability of financial information; and iii) compliance with the legal standards, Company bylaws and internal procedures, policies and plans. The Internal Control System is based on the following basic principles: Self-control: The capacity of each and every one of the Company s employees, regardless of their position, to assess and control their work, detect non-compliances and implement corrective measures when exercising and performing their roles, as well as to improve their tasks and responsibilities.

3 Self-regulation: The Company s capacity to internally develop and apply methods, standards and procedures that permit the development, implementation and improvement of the Internal Control System within the framework of the applicable legal provisions Self-management: The Company s capacity to effectively and efficiently interpret, coordinate, execute and assess its operations Company. Valorem S.A., a limited liability company based in Bogotá, D.C., incorporated by Public Instrument Num. 3,745 of November 27, 1997, registered with Notary Seven in Bogotá, D.C. 2. NATURE OF THE AUDIT AND CONFLICTS OF INTEREST COMMITTEE In line with the provisions of the Corporate Governance Code and the applicable standards, the Audit and Conflicts of Interest Committee is comprised of Company Board Members. It is the permanent Company body that must act independently in exercising its authority expressed in these Rules of Procedure which are informative and for reference but do not include executive or administrative functions. The Audit and Conflicts of Interest Committee has the following objectives: 2.1 Support and advise the Board of Directors with the objective of ensuring the Directors have good information and introduce mechanisms to ensure more efficient business operations, compliance with all law and standards that affect Company activity and knowledge of the Company's accounting and economic financial position by the Board of Directors through complete and trustworthy information that permits efficiently fulfilling the obligations taken on. 2.2 Review the possible conflicts of interest arising in the Company. 2.3 Supervise compliance with the Company s Internal Control System. As the Audit and Conflicts of Interest Committee is not a decision making body, it will present its recommendations through reports and specific proposals to the Board of Directors and/or the General Meeting of Shareholders, as appropriate, to maintain control in the organization, thus promoting corporate governance. To fulfill its objectives, the Audit and Conflicts of Interest Committee, which depends directly on the Company Board of Directors, will have sufficient authority to investigate and advise the Company bodies and employees on all matters related with financial information, internal control, conflicts of interest and corporate governance.

4 3. COMPETENCE AND FUNCTIONS 3.1 REGARDING THE FINANCIAL STATEMENTS Review the Compan y s financial statements before submitting them for the consideration of the Board of Directors and General Meeting of Shareholders Ensure that the preparation, presentation and disclosure of the financial statements meet the requirements of Colombian accounting standards and the generally accepted accounting standards in Colombia. 3.2 REGARDING INTERNAL AUDITING Propose candidates for the Internal Auditor, their remuneration and when appropriate their removal to the Board of Directors Ensure the independence and efficiency of the Internal Auditor, adopting the necessary measures to ensure he/she adequately fulfills his/her duties. To this effect, analyze information on matters that may put their independence at risk and any others related to the internal audit process (i.e. tax, legal or accounting advice and consultancy contracts or services that they provide to the Company directly or through a partner Company or member of their firm) Supervise compliance with the internal audit program, which must take into account the business risks and the honest assessment of all the Company s departments Analyze the Internal Auditor s budget execution and its most significant deviations Regularly meet with the Internal Auditor to analyze the reports he/she prepares on his/her work, and suggest the internal control policies and procedures and corrective measures that must be implemented to the Board of Directors. 3.3 REGARDING EXTERNAL AUDITING Propose candidates for designating the statutory auditor and the conditions of their contract and removal or not of the statutory auditor from their position when appropriate to the Board of Directors, who will submit said proposals to the General Meeting of Shareholders.

5 3.3.2 Regularly meet with the Statutory Auditor to analyze the reports he/she prepares on his/her work, and suggest the policies, procedures and corrective measures that must be implemented to the Board of Directors Ensure the independence of the Statutory Auditor, adopting the necessary measures to ensure he/she adequately fulfills his/her duties. To this effect, maintain the necessary relations with the statutory auditors to receive information on matters that may put their independence at risk and any others related to the statutory audit process (i.e. tax, legal or accounting advice and consultancy contracts or services that they provide to the Company directly or through a partner Company or member of their firm) Receive and analyze the report prepared by the specialized auditors that the shareholders and other investors may possibly hire, and propose the necessary corrective measures, as appropriate At the request of the Chairman of the General Meeting of Shareholders, the Chairman of the Audit and Conflicts of Interest Committee informs the General Meeting of Shareholders on specific aspects of the Committee's work. 3.4 REGARDING CORPORATE GOVERNANCE In general, provided that it is not assigned to another committee, it will be the role of the Audit and Conflicts of Interest Committee to ensure full compliance with the standards in the Corporate Governance Code, which reference the mechanisms listed below, and to propose any necessary amendments to the Board of Directors so that the corporate governance standards related to said mechanisms are adjusted to the best known practices: 1. The specific mechanisms to ensure relevant findings by the Statutory Auditor are reported to the shareholders and other investors, ensuring they have the necessary information to make decisions about their securities. 2. The specific mechanisms that allow shareholders and other investors, or their representatives, to request specialized audits of the issuer at their own expense and under their responsibility, using firms of renowned reputation and experience. 3. The specific mechanisms to ensure the implementation of adequate internal control systems and that allow shareholders and other investors, or their representatives, to closely monitor the internal control activities and be informed of the relevant findings.

6 3.4.2 Supervise the operation of the Company's website and other information disclosure mechanisms Inform the Board of Directors about issues raised by the shareholders on matters for which it is responsible Examine all of the service provider agreements that the Company intends to sign for amounts over one hundred and fifty (150) official minimum monthly salaries in force, and recommend to Management or the Board of Directors whether to sign the agreement or not Assess and monitor compliance with the Code of Conduct that the Company s Board of Directors must demonstrate To know the actions related to conduct of the members of the Board of Directors of the Company that may be contrary to the provisions of the bylaws, the Regulations of the Board of Directors and other internal regulations. In these cases, attend within the 10 days following its presentation the claims of shareholders and investors who consider that the Company does not apply the adopted Corporate Governance policies All other roles assigned by the Board of Directors. 3.5 REGARDING CONFLICTS OF INTEREST Review possible conflicts of interests between upper management and the Company, between upper management and a shareholder, and between majority and minority shareholders When it considers there is a conflict of interest, it shall present the case to the Board of Directors, which upon confirming the conflict of interest, must apply the Corporate Governance Code to call, when appropriate, a General Meeting of Shareholders if necessary to resolve the issue, pursuant to current legal regulations Propose Company policies to the Board of Directors for executing operations with its parent company, subsidiaries and other companies with which it has economic ties. Once approved, verify compliance with these policies Review the operations in which the Company is directly or indirectly involved with the parent company, its subsidiaries or subsidiaries to the parent company Inform the Board of Directors about the conflicts of interest that arise between the Company, its parent company and/or its subsidiaries.

7 3.6 REGARDING THE INTERNAL CONTROL SYSTEM (ICS) Supervise compliance with the Company s Internal Control System Assess the control reports submitted by the internal or statutory auditors, and by the supervisory and control authorities, verifying that Management has responded to their suggestions and recommendations, that the necessary action plans have been established to correct problems identified and that the measures adopted therein are implemented. 4. OPERATION PARAGRAPH I: To appropriately perform its roles, the Audit and Conflicts of Interest Committee may request the reports that it deems appropriate. PARAGRAPH II: For optimum compliance with its roles, the Audit and Conflicts of Interest Committee may hire independent specialists when deemed necessary. General norms regulating the Committee s operations follow: 4.1 Sessions, Calling Meetings and Majorities The Audit and Conflicts of Interest Committee will meet every three (3) months, or as often as required in the best interests of the Company. Meetings will be held in a general location in the Company s branch office, but its members can designate a different location for a specific meeting. The Audit and Conflicts of Interest Committee will also meet on all occasions that it is called to meet by the CEO, at its own initiative or at the request of any of its members, which can also guide the CEO to include certain matters in the Agenda of the upcoming meeting. The meeting must be called in writing and sufficiently in advance, no less than three (3) days before it is to be held, including the Agenda. It shall also be valid for the Audit and Conflicts of Interest Committee to hold a meeting if all members are present and agree to hold the meeting. The Committee may hold meetings and validly decide on matters with the vote of three (3) of its members. Likewise, decisions made by the Audit and Conflicts of Interest Committee will be valid when in writing all of its members cast their vote. In this event, the respective majority shall be counted out of the total of Committee members. If said members have expressed their vote in separate documents, these must be received within a maximum term of one (1) month from the receipt of the first communication. The Company CEO shall inform the Board

8 Members of the decision within five (5) days from the receipt of the documents in which the vote is cast. Any Company employee can be called to a meeting to provide information considered pertinent to the matters to be covered and within the person s area of competence. 4.2 Composition The Audit and Conflicts of Interest Committee will be comprised of five (5) members of the Board of Directors without alternates. All independent board members shall be part of this Committee and one of them shall chair it. The Company s Statutory Auditor shall attend the Audit and Conflicts of Interest Committee with voice but no vote. The Company's Internal Auditor shall also attend with voice but no vote for matters relating to his/her responsibility. Paragraph. When the Audit and Conflicts of Interest Committee is going to address matters related with the statutory audit or conflicts of interest, the Statutory Auditor should not attend the meetings. The committee members must have sufficient experience to fulfill their Committee roles. The Audit and Conflicts of Interest Committee may hold meetings when three (3) of its members are present. Its decisions shall be valid with the affirmative vote of three (3) of its members. In the event of a tie, the matter shall be considered rejected. Committee members must have knowledge about accounting, finance, law and other related subject matters, which help them in understanding the nature of Company business and the basic risks associated with the same. Likewise, committee members must be willing to independently and critically apply their best judgement, based on their own professional experience. Persons who the Committee members deem appropriate may attend as guests. 4.3 Period The Audit and Conflicts of Interest Committee members will serve two (2) year terms, which in no case shall exceed the time remaining for which they are elected to serve as Company board members. They can, however, be reelected for terms that do not exceed the term for which they are reelected to serve as a board member. The Board of Directors may indefinitely reelect the members of the Audit and Conflicts of Interest Committee who continue to be directors, or freely remove them before the end of the same term. If the Board of Directors does not carry out a new election of the members

9 of the Audit and Conflicts of Interest Committee, their appointment shall be understood as extended until a new election is held, provided that the respective committee members continue to be Company directors. Separation from, dismissal from or failure to be reelected to the Board of Directors will automatically imply said person is no longer able to serve as a member of the Internal Audit and Conflicts of Interest Committee. 4.4 Chairman The Chairman of the Audit and Conflicts of Interest Committee will be one of its members, elected by the Audit and Conflicts of Interest Committee. If the Chairman is absent or incapable of fulfilling his/her functions, the member serving on the committee for the longest time will replace the Chairman, and if two members have served for equal times, the elder of the two will serve in the Chairman s place. 4.5 Secretary The Secretary of the Audit and Conflicts of Interest Committee will be the secretary of the Company Board of Directors. If the secretary is not present, a person chosen by the Audit and Conflicts of Interest Committee will serve in his/her place. 4.6 Professional fees Committee members will receive professional fees for each meeting they attend equivalent to the current professional fees for Board Members, and notwithstanding their professional fees for serving as Board Members. 4.7 Minutes to the Audit and Conflicts of Interest Committee Meetings Minutes will be kept for the Audit and Conflicts of Interest Committee meetings, and these will be signed by the secretary with approval from the Company CEO. Said meeting minutes must comply with the provisions established in Article 189 of the Code of Commerce. The documents used by the Committee to support their decisions will form an integral part of the minutes. If they were not transcribed they will be presented in the appendices to the minutes. Likewise, whenever meeting minutes are submitted, the interested party must receive both the body and all appendices, which have been appropriately marked and numbered, and stored and kept using the appropriate measures of preservation and custody.

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