UNLIMITED CAPITALIZATION

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 The governance and sustainability system of EMC2 ENGINEER MEXICO SAB DE CV is inspired by and based on a commitment to ethical principles, transparency, and leadership in applying best international practices for unlisted companies, and revolves around three main pillars: environmental, social, and corporate governance. It is an organizational tool for achieving its purpose and values, serving the public interest and generating social dividends, and guaranteeing its project, identity, and independence. In a constant process of review and improvement, it incorporates the main recommendations of international markets and the most advanced trends in this area. It is one of its defining characteristics and makes the Iberdrola group an international benchmark for best practices.

The Board of Directors of EMC2 ENGINEER MEXICO SAB DE CV, as a sub-holding company of the Group, focuses its activity on the organization, coordination, and supervision of the Group's general guidelines and strategy in relation to the countries and/or businesses of its subsidiaries, disseminating, implementing, and ensuring compliance with the Group's general policies, strategies, and guidelines, while taking into account the characteristics and specificities of these countries or businesses, and centralizing the provision of common services to these companies, always in accordance with applicable legislation.

The Code of Ethics reflects the Company's commitment to the principles of business ethics and transparency in all areas of operation, establishing a set of principles and guidelines of conduct aimed at guaranteeing the ethical and responsible behavior of all directors, professionals, and suppliers of Iberdrola Mexico and its business units.

 In fulfilling its responsibilities and exercising its decision-making authority, EMC2 ENGINEER MEXICO SAB DE CV, EMC2 ENGINEER INC, has approved its own Governance and Sustainability System, which constitutes its internal framework and is comprised of the Articles of Association, the Purpose – which includes the Purpose and Values ​​of the Iberdrola Group, the Code of Ethics, the General Sustainable Development Policy, and the Stakeholder Relations Policy – ​​and the rules and policies revolving around three main pillars: environmental, social, and corporate governance, which have been approved by the Board of Directors of Iberdrola, S.A., in its capacity as the holding company, and adopted by EMC2 ENGINEER MEXICO SAB DE CV, thus becoming part of its Governance and Sustainability System.

EMC2 ENGINEER MEXICO SAB DE CV develops its strategy in accordance with a purpose and values ​​to which all entities and individuals that are part of the Iberdrola group are committed, and whose common denominator is the creation of value in a sustainable manner, the pursuit of social dividends, and leadership in the development of all its activities.

The following list includes all the contents of the Governance and Sustainability System with the corresponding links:

Guiding Principles – Approved by the Board of Directors of EMC2 ENGINEER MEXICO SAB DE CV on April 10, 2025

Preliminary Book

Book I. Articles of Association and Corporate Organization

Book II. Corporate Policies

Book III. Internal Audit, Risks, and Compliance

The Board of Directors, which has the broadest powers and authority to manage and represent the Company, focuses its activity on coordinating and supervising the ordinary management and control and the effective management of the business of producing and marketing electricity using renewable energy sources in accordance with the general policies, strategies, and guidelines established by EMC2 ENGINEER MEXICO SAB DE CV, EMC2 ENGINEER INC, focusing on considering those matters of particular importance to the Company, all in the terms provided in its Articles of Association [Download PDF].  Likewise, it entrusts the ordinary management and direction of the Company to the executive directors and managers, who direct and manage the business of producing and marketing electricity using renewable energy sources.

BOARD OF DIRECTORS STRUCTURE

The Articles of Association, in accordance with the provisions of the [Policy for the definition and coordination of the EMC2 ENGINEER MEXICO SAB DE CV, EMC2 ENGINEER INC Group and bases of the corporate organization], grant the Board of Directors the broadest powers and authority to manage and represent the Company, which coordinates and supervises the ordinary management and control and the effective management of the electricity generation and electricity and natural gas marketing business, in accordance with the general policies, strategies, and guidelines established by EMC2 and by the sub-holding company for the energy businesses in Mexico, EMC2 ENGINEER MEXICO SAB DE CV, EMC2 ENGINEER INC.

External Directors

In accordance with the provisions of Article 28 of the Company's Articles of Association, external directors are those who do not perform management functions in the Company or represent EMC2.

Duties

The directors are subject to the general obligations and legal, statutory, and ethical duties established in the Company's Corporate Governance System. Social Interest

The Board of Directors performs its functions and responsibilities with unity of purpose, independence of judgment, and fidelity to the company's best interests, understood as the interests of the Company, aimed at the sustainable operation of its business and the creation of long-term value for the benefit of the Group and its shareholders, taking into consideration the other stakeholders related to the Company's business activities and its institutional context, and especially the legitimate interests of the different communities and territories in which it operates and those of its employees.

Relations with Third Parties

The Board of Directors ensures that in its relations with other stakeholders, the Company respects laws and regulations, fulfills its obligations and contracts in good faith, respects the customs and best practices of the sectors and territories in which it operates, and observes any additional principles of social responsibility that it has voluntarily adopted.