Leadership and Responsible Management - KUO

IMPULSE

Message from the Chairman of
the Board and Chief Executive Officer

How to read this report

HOW TO
READ THIS
REPORT

GRI 2-3, 2-4

We present our ninth Integrated Annual Report, in which we reaffirm our ongoing commitment to sustainable management and transparent disclosure, in line with the strategic priorities that shape our Sustainability Model.

In this document, we report on our progress in managing Environmental, Social and Corporate Governance impacts, as well as the most relevant financial and operational results for the year.
‍
The Report details our sustainability performance during 2025, with a focus on continuous improvement and innovation in our business practices, aimed at generating long-term value for both our shareholders and all our stakeholders.

The printed version of this Report serves as an executive summary of the most relevant messages, results, and milestones of the year. To access the extended and detailed version—including expanded content and technical appendices—we invite readers to visit our website, where the complete Report is available.

Below the title of each chapter, we indicate the applicable GRI Standards and SASB metrics, as appropriate.
The Download section of the digital version includes the appendices corresponding to the main sustainability indicators, the GRI and SASB content indexes and relevant financial information.

For any additional information related to the content of this Report, please visit our website at www.kuo.com.mx or direct further inquiries to:

Corporate Headquarters
Paseo de los Tamarindos 400-B, Piso 31,
Bosques de las Lomas, Mexico City, CDMX,
Zip Code 05120
ir@kuo.com.mx

Leadership and Responsible Management

Sustainability Vision and Strategy

Risk Management and Monitoring

People

Community

Environmental Management

13
Members on the Board of Directors

8
INDEPENDENT MEMBERS

Board of Directors

GRI 2-9, 405-1, 2-11

KUO's Board of Directors is responsible for defining, driving, and overseeing the company's business strategy.

Its main responsibilities include setting clear corporate objectives, overseeing organizational management and performance, evaluating and strengthening the performance of General Management, and ensuring compliance with applicable regulatory and ethical standards.

The Board of Directors meets quarterly and may call special meetings when timely decision-making is required. At each meeting, it receives, reviews, and follows up on reports, as well as the opinions and recommendations of the Corporate Practices Committee and the Audit Committee, thereby strengthening its comprehensive oversight role.

The Chairman of the Board of Directors leads the management and execution of the Company’s business, in accordance with applicable laws and in strict compliance with the strategies, policies, and guidelines approved by the Board itself.

By the end of 2025, the Board of Directors included 13 members, 8 of whom are Independent Counselors and 2 of whom hold executive positions within the Group; 12 are male, and the average tenure on the Board is 24 years. This composition provides stability, independence, and strategic continuity.

In addition, 100% of the board members serve on the boards of other companies, which strengthens multisector experience and broadens their perspective in decision-making.

Members of the Board of Directors

FERNANDO SENDEROS MESTRE
RELATED

Executive Chairman and Chairman of the Board of Directors of KUO and DINE

ALEJANDRO DE LA BARREDA GÓMEZ
RELATED

Managing Director of KUO and DINE

FEDERICO FERNÁNDEZ SENDEROS
RELATED

Chairman of Grupo SIM and Independent Counselor of Grupo Chedraui

ARTURO D’ACOSTA RUIZ
RELATED

Independent Business Consultant

CARLOS GÓMEZ Y GÓMEZ
RELATED

Chairman of the Board of Directors of Estudia Más

JAVIER ARRIGUNAGA GÓMEZ DEL CAMPO
INDEPENDENT

Chairman of the Board of Directors of Grupo Aeroméxico and Investment Advisor

ARTURO ELÍAS AYUB
INDEPENDENT

Director of Strategic Alliances and Content at América Móvil

JOSÉ MANUEL CANAL HERNANDO
INDEPENDENT

Commissioner and Advisor on Corporate Governance Matters

JOSÉ MANUEL DEL BARRIO MOLINA
INDEPENDENT

Partner at Integra M&A Automotive

VÍCTOR RIVERO MARTÍN
INDEPENDENT

Managing Director of Telehotel

ERNESTO VEGA VELASCO
INDEPENDENT

Independent Counselor for Corporations

VALENTÍN DÍEZ MORODO
INDEPENDENT

President of Nevadi International Group

DANIELLA GURREA MARTÍNEZ
INDEPENDENT

Managing Director of Genworth and Board Member of Afore Inbursa

RAMÓN F. ESTRADA RIVERO
SECRETARY

Deputy Managing Director / General Counsel of KUO and DINE

Evaluation and Compensation of the Board of Directors

GRI 2-18, 2-19, 2-20

The Shareholders' Meeting annually reviews and approves the performance of the Board of Directors, its committees, and General Management, based on the reports submitted for the reporting year, including information regarding their compensation, thereby enhancing transparency and accountability.

The Board of Directors, through the Corporate Practices Committee, promotes a rigorous evaluation of the performance of key executives, considering the results for the reporting year, their performance, and their compensation. Key executives, as well as all other collaborators, are evaluated objectively and periodically using formal management tools implemented by the Human Capital Department.

Within this framework, the Board of Directors, with the prior opinion of the Corporate Practices Committee, decides on the appointment or removal of the Managing Director and determines his total compensation, as well as the policies for the appointment and remuneration of key executives, ensuring that Senior Management remains aligned with the Company’s strategic objectives. The compensation structure for members of the Board of Directors and key executives encourages performance through a combination of fixed and variable remuneration. The fixed component is determined based on the responsibilities and scope of each position, while the variable component encourages the achievement of financial performance indicators, growth targets, and sustainability goals.

Appointment and Selection of the Board of Directors

GRI 2-10

The members of the Board of Directors are appointed by the Shareholders’ Meeting based on their professional background, experience, and knowledge of the sector or industry. Each year, the shareholders confirm or renew the Board’s composition, considering its performance, professional profile, and, where applicable, its independence, thereby ensuring effective governance.

Prior to each Shareholders’ Meeting, the professional information of the candidates proposed for appointment as members of the Board of Directors is made available to shareholders. Regarding the nomination and selection of committee members, the chairs of the Committees are elected or ratified annually by the Shareholders' Meeting, while remaining members are appointed by the Board of Directors itself.

The selection process requires candidates to have relevant professional experience, industry knowledge, and a solid reputation, and, where applicable, to meet the independence requirements set forth in current regulations.

3
members
of the board
on the corporate
practices committee

4
MEMBERS OF
THE BOARD ON THE AUDIT COMMITTEE

Committees Supporting the board

GRI 2-9

The Committee meets on a quarterly basis and may convene additional sessions when necessary. Among its principal responsibilities are advising the Board of Directors and issuing opinions on the following matters:

- The appointment, removal, and compensation of the Managing Director.

- The approval of policies related to the appointment, performance, and remuneration of key executives.

- The issuance of opinions regarding significant transactions and related‑party transactions.

The Corporate Practices Committee includes three independent directors and a secretary.

VALENTÍN DÍEZ MORODO
PRESIDENT

ERNESTO VEGA VELASCO
MEMBER

VÍCTOR RIVERO MARTÍN
MEMBER

RAMÓN F. ESTRADA RIVERO
SECRETARY

It meets quarterly and holds an additional meeting in December to review the Company’s year-end financial statements. It is responsible for overseeing, strengthening, and evaluating the Company’s internal control and internal audit systems, as well as monitoring the major risks to which the Company is exposed.

Its main functions include:

• Reviewing and submitting to the Board of Directors the accounting policies and financial statements for approval.
• Verifying the proper administration and management of the Company.
• Monitoring compliance with resolutions adopted by the General Shareholders’ Meeting.

The Audit Committee includes four independent directors and a secretary.

JOSÉ MANUEL DEL BARRIO MOLINA
PRESIDENT

JOSÉ MANUEL CANAL HERNANDO
MEMBER

DANIELLA GURREA MARTÍNEZ
MEMBER

ERNESTO VEGA VELASCO
MEMBER

RAMÓN F. ESTRADA RIVERO
SECRETARY

The Executive Management Committee is responsible for managing and executing the Company’s operations and, consequently, for implementing the strategy and guidelines approved by the Board of Directors. It leads the disciplined execution of these strategies, promotes coordination among business units, and ensures that operational results are aligned with corporate strategy.

This Committee is composed of the following members:

FERNANDO SENDEROS MESTRE
Executive Chairman and Chairman of the Board of Directors

ALEJANDRO DE LA BARREDA GÓMEZ
Managing Director

RAMÓN F. ESTRADA RIVERO
Deputy Managing Director / General Counsel

JORGE F. PADILLA EZETA
Deputy Managing Director / CFO

CLAUDIO ÁNGEL FREIXES CATALÁN
Director of Pork Meat

HÉCTOR HERNÁNDEZ-PONS TORRES
Director of Branded Foods

FELIPE DE JESÚS VARELA HERNÁNDEZ
Director of Synthetic Rubber

SERGIO PAREDES CASTAÑEDA
Director of Polymers

ANTONIO HERRERA RIVERA
Director of Transmissions

Liderazgo y gestión responsable, colaborador

Ethics and Transparency

GRI 2-24, 2-15, 2-16, 2-17, 205-1, 205-2, 205-3

Through its Code of Conduct and Integrity Policy, KUO promotes an active culture of ethics that guides the Company’s daily activities and shapes its conduct in its relationships with various stakeholders.

Commitment to the Code of Conduct is formalized through the signing of a letter of adherence and its periodic renewal, reinforcing the shared responsibility of executives, board members, collaborators, partners, shareholders, suppliers, customers, and communities.

The Code of Conduct is part of the Company’s internal control system, which consists of policies, procedures, and guidelines that all stakeholders must be familiar with, understand, and comply with. This framework prioritizes risk prevention, the protection of assets, and the integrity of operations.

Guidelines for action and conduct are established for the various stakeholders, focusing on value creation, respect, transparency, data protection, fair competition, and regulatory compliance.

Integrity Policy establishes the implementation of an integrity program that serves as a guide for all stakeholders, with the aim of preventing risks and protecting the organization's assets, in coordination with partners, collaborators, suppliers, customers, and investors.

As part of risk management, the Internal Control department conducts periodic assessments. When a potential corruption-related risk is identified during operations, it is included in the relevant assessment matrix and analyzed as part of the specific business assessment, with the aim of defining and strengthening the necessary controls.

Anti-corruption policies and guidelines are communicated to all collaborators and relevant third parties through the Code of Conduct. All collaborators receive anti-corruption training as part of their onboarding process, and the Group promotes a culture of responsible conduct and regulatory compliance. Furthermore, suppliers, directors, and other business partners are required to adhere to these principles.

During 2025, KUO recorded no confirmed incidents of corruption in its operations. Nevertheless, the Group has formal mechanisms for reporting and addressing potential irregularities, which allow conduct contrary to the Code of Ethics to be reported confidentially and without fear of retaliation.