Corporate governance

GRUPO BAFAR

Audit Committee

External Auditor

Shareholders’ Meeting

Board of Directors

Chief Executive Officer

Corporate Practices Committee

Shareholders’ Meeting

Chief Financial and Administrative OfficerHead of the Financial DivisionHead of Real EstateHead of Strategic PlanningHead of Management ModelHead of AgribusinessHead of Audit and Security

Board of directors

The Board of Directors is the Group’s highest governing body and leads it through solid strategic planning, permanently promoting transparency and ethical conduct in our decisions and operations. It also oversees the performance of the management team and conducts a comprehensive risk assessment.

The Board also performs an annual self-assessment and reviews the performance of its committees. Based on the results, areas of opportunity are identified and communicated to promote improvement measures. This consolidates a process of constant evolution, both individually and collectively.

To incentivize our Board members, we offer fair compensation of one gold centenario coin, or its equivalent, for each Board session.

17

Members

2

Women

15

Men

1

Non-member Secretary

58.82%

Are independent

Oscar Eugenio Baeza Fares Chairman of the Board and CEO

Guillermo Baeza Fares Vice Chairman of the Board and Head of Mergers, Acquisitions and Alliances

Raúl de la Paz Parga Board Secretary and General Counsel

Eugenio Baeza Montes Related Proprietary Member

Jorge Alberto Baeza Fares Related Proprietary Member and Head of the Food Division

Walter Eldo Burr Bareño Related Proprietary Member

Walter Burr Valenzuela Related Proprietary Member and CEO of the Consumer Division

Alfonso Rodríguez Arellano Independent

Javier Leonardo Webb Moreno Independent

Oscar Francisco Cázares Elías Independent

Carlos Antonio Carbajal Lechuga Independent

Salvador Álvarez Valdés Independent

Ricardo Dávila Quiñones Independent

Herminio Padruno Santos Independent

Gabriela Eugenia Sepúlveda Elizondo Independent

María Ariza García Migoya Independent

Jesús Alonso Olivas Corral Independent

Our committees

The Committee is largely made up of Board members, all of them fully independent. They have expertise in senior business management, strategic consulting, corporate finance, investment banking, mergers and acquisitions, as well as in resolving and monitoring lawsuits and tax contingencies.

The Committee’s purpose is to support the Board within its scope of responsibility by assessing the quality and integrity of accounting and commercial processes, verifying compliance with previously established strategies and policies, overseeing observance of the operating legal framework and ensuring the Group’s actions remain aligned with the commercial objectives defined by shareholders.

The Committee operates on a defined meeting schedule: it holds 4 meetings per year and delivers quarterly financial reports to the Board of Directors.

4 sessions per year Reports to the Board quarterly

The Audit Committee’s activities are as follows:

Support the Board in assessing the quality and integrity of accounting and commercial processes.
Verify compliance with previously established strategies and policies.
Oversee compliance with the operating legal framework.
Ensure actions are aligned with the commercial objectives defined by shareholders.

Gabriela Eugenia Sepúlveda ElizondoIndependent

Salvador Álvarez ValdésIndependent

Herminio Padruno SantosIndependent Chair

Maria Ariza García MigoyaIndependent

Jesús Alonso Olivas CorralIndependent

Our officers

Our management team is responsible for making the key decisions that drive the sustainable growth of the business, ensuring the fulfilment of the objectives set by the Board of Directors and aligning with the corporate vision.

For more information on the board, committees and officers, visit Grupo Bafar IR.

Luis Eduardo Ramírez HerreraChief Financial and Administrative Officer

Ernesto Hermosillo SeyffertHead of Management Model

Luis Enrique Palos VázquezHead of JR Real Estate

Guillermo Medrano ArtalejoHead of Real Estate

Germán Sandoval OrtizHead of Corporate Audit and Security

Lic. Juan Francisco Orozco CorralHead of the Financial Division

Human rights

Employee benefits by job level

Employee benefits by job level	Support Staff	Department Staff	Senior Management	Executive Management
Major medical insurance for the employee and immediate family	✓	✓	✓	✓
Life insurance	✓	✓	✓	✓
Retirement plan covering retirement, death and total permanent disability	✓	✓	✓	✓
Savings fund	✓	✓	✓	✓
Long-term bonus	✓	✓	✓	✓
Vacation premium	✓	✓	✓	✓
Electronic grocery vouchers	✓	✓	✓	✓
Vehicle allocation plan for vice presidents and directors	✓	✓	✓	✓
Preventive medical check-up plan	✓	✓	✓	✓
Retention and attraction bonus	✓	✓	✓	✓
Christmas bonus days above the statutory minimum	✓	✓	✓	✓
Training programs	✓	✓	✓	✓
Employee share purchase plan	✓	✓	✓	✓
Staff development or growth program	✓	✓	✓	✓
Discount catalogues with various companies and medical services at more accessible prices	✓	✓	✓	✓

Our policies

Our Code of Ethics defines the responsibilities of Grupo Bafar’s directors, officers and employees, and serves as a guide to channel their behaviour appropriately. It also encourages reporting of conduct that departs from these principles and ensures corrective actions are implemented in the event of any breach, strengthening a culture of integrity and accountability across the organization.

Code of Ethics
Conflict of interest policy
Corporate integrity and anti-corruption policy
Equity and inclusion policy
Information / data security policy
Occupational health and safety policy
Corporate code of conduct and ethics policy
Grupo Bafar corporate ESG compliance policy

Bafar Transparente

Bafar Transparente is our open communication channel, available 24 hours a day, 7 days a week. Through this tool, Grupo Bafar employees can report any situation that negatively affects their work environment, the quality of customer service, or that compromises the Company’s resources. It also allows them to flag actions that go against the guidelines set out in our Code of Ethics.

To guarantee a safe environment, we have a hotline called “MI SEGURIDAD”, through which our staff can report conditions or acts that represent a risk. Each report is addressed in a timely manner by the designated officers, who implement the preventive or corrective measures needed to resolve the situation.

At Grupo Bafar, any breach or suspected breach of our Code of Ethics can be reported through the following channels, available confidentially to employees, customers, suppliers and third parties:

01 800 832 4794 bafartransparente@bafar.com.mx www.bafartransparente.bafar.mx

How reports arrive

Phone10%

Email5%

Bafar Transparente portal59%

WhatsApp26%

What can be reported?

Substantiated reports

Corruption 56%

Fraud 56%

Theft 56%

Poor work climate 44%

Poor customer service 39%

Sexual harassment 45%

Workplace harassment 54%

Misappropriation of accounting records 45%

Violation of policies and procedures 45%

Information security breach 45%

Abuse of power / Mistreatment / Abuse of authority 44%

Based on the follow-up carried out through Bafar Transparente, during 2025 we verified 526 reports as truthful. These cases allowed us to identify the main findings associated with dishonest acts, sexual harassment, misappropriation of funds and breach of trust, which were handled in accordance with our internal investigation, follow-up and resolution procedures.

Among the verified reports, we confirmed 27 cases related to dishonest acts. In all of them we applied the corresponding disciplinary measures, including separation of the employees involved where appropriate. During the period we recorded no confirmed cases leading to the termination or non-renewal of contracts with business partners for corruption-related infringements, nor any public legal cases linked to corruption brought against Grupo Bafar or our employees.

526

Reports verified as truthful

27

Confirmed cases of dishonest acts

0

Public legal cases for corruption

Regulatory compliance

Conflicts of interest

Conflicts of interest arise when the personal or economic interests of a person or entity take precedence over, or intersect with, the obligations and responsibilities assigned to them. At Bafar we recognize that such situations can arise with related parties, so the Human Resources area is responsible for preventing and managing them. This involves informing the Compliance area of any potential conflict detected, particularly during the onboarding of Board members, committee members and officers.

Institutional compliance

It is worth emphasizing that at Grupo Bafar we did not incur any violation of applicable laws and regulations, nor did we receive related penalties or sanctions. Among the most relevant laws are the General Law of Ecological Balance and Environmental Protection (LGEEPA), the General Law for the Prevention and Integral Management of Waste (LGPGIR) and the National Waters Law (LAN). These regulations have been key to the development of our environmental strategy, designed to align fully with their provisions.

CORPORATE GOVERNANCE