Code of ethics and conduct

Message from the Governing Body

In a complex, globalized and constantly changing environment, KREAB is in direct contact on a daily basis with a wide range of stakeholders: companies, employees, citizens, the media, associations, political and institutional spheres, etc., with whom we exchange relevant information. The values of Excellence, Commitment, Respect, Integrity and Transparency are the fundamental pillars of our work, and they must be placed as the first point of reference for all of us at KREAB in the decision-making process affecting all the aforementioned actors.

As KREAB’s management is aware of the need to establish the appropriate measures to enable the best compliance with the stated values, as well fully observing all national and international regulations, KREAB’s Code of Ethics and Conduct has been drawn up.

This Code is the result of intensive work to identify potential risks and develop the most appropriate policies to try to prevent inappropriate conduct from arising in our organisation and, in any case, to try to mitigate it as much as possible, establishing working guidelines in many different areas.

KREAB’s Code of Ethics and Conduct is a living document requiring mandatory compliance by all KREAB staff, regardless of their position. In order to guarantee the comprehension and acceptance of the rules, principles and basic values to be followed, as well as to ensure compliance, an internal body called the Compliance Committee has been established. This Committee will perfect, update and promote the entire ethical business culture and oversee compliance with the regulations that aim to improve its functioning. It will be reinforced by the Ethical Channel, which will ensure that all complaints, doubts of interpretation or concerns raised are dealt with in accordance with the provisions of the Code of Ethics and Conduct and in each of the policies developed.

We firmly believe that the success of these policies lies in our capacity to participate and create a dialogue for improving internal management processes. With this in mind, I encourage each and every one of you to be a leader in the field of ethics and transparency in all of the projects in which you participate.

In accordance with the above, KREAB will continue to promote the implementation of measures such as this Crime Prevention Plan, with the aim of preventing any conduct contrary to the legal system. Additionally, they show our commitment to placing our values at the centre of our work and our business interests.

Kreab Worldwide AB

Sole Administrator

Eugenio Martínez Bravo (Representative)

Introduction

We have established this Code as the framework that will serve as a guide for the entire team that makes up this Company, setting out the different values and principles that are a point of reference for KREAB when making decisions under any circumstances.

The objective we are pursuing through the Code of Ethics is to provide our professionals and other external agents who interact with the Company on a day-to-day basis, regardless of the greater or lesser degree of responsibility they hold in the Company, with a series of behavioural guidelines to be observed in order to act in accordance with the spirit of the Company.

Thus, our professionals will be in a position to respond to the trust placed in us, through a performance based on honest, diligent and ethically acceptable conduct, always seeking the satisfaction of all parties involved, our employees, our clients and partners.

At KREAB we provide our services in accordance with these ethical principles. For effective compliance with the Code, the Company places a Compliance Committee at the disposal of its professionals, that will act as an autonomous and independent internal body, guiding them to the proper execution of corporate values.

This Code is addressed at KREAB’s entire professional team, including the entity’s managers and any employee of the Company, so that performance at all levels is in line with the same corporate culture. In addition, we will employ our best efforts to ensure that all our clients, suppliers and other stakeholders are aware of our Code so that they gain an effective understanding of KREAB’s nature and essence.

Scope of this Code of Ethics and Conduct

This Code sets out how we should behave towards:

Our employees and all those independent professionals who work with us.
Our clients.
The environment in which we develop our activity.
Our partners in the value chain, including our suppliers.
Our partners in investee companies.
Our shareholders.

Values that inspire us

KREAB’s values must inspire all our activity. We are a diverse team in which each consultant has his or her own personal working style, with the following values being the KREAB hallmark of every service and decision made in our professional performance:

Excellence: We are committed to excelling and always being the best version of ourselves in a rapidly changing environment. We strive to achieve the highest quality in every project we are involved in.
Commitment: Our work must always be in accordance with the principles set out in this Code, rejecting any proposal that goes against what we believe in.
Respect: We strive to understand the environment around us in order to develop behaviour that takes into consideration the different sensitivities of all those who interact with our company.
Integrity: We work to deliver the highest quality in any service we provide, offering sound and rigorously independent advice, seeking to maintain the reputation we have built over the years for upright conduct.
Transparency: We share, to the highest extent possible, and provided that confidentiality and competition principles do not discourage it, information with our clients to help them make informed decisions.

Our objectives

Our main objective is the excellence in the provision of our services to the clients who have placed their trust in us, through advice that achieves their complete satisfaction.

As a Company trusted by our clients, we must reward that confidence with excellent service. All employees must be committed and make their best efforts to:

Give priority to the attention of the client, caring for the communication with them to understand their concerns and needs.
Do not work serially, take on each assignment uniquely, and adapt our proposal to the reality and possibilities of each case.
Be transparent with the client and be their partner in the search for solutions based on realism and honesty.
Always seek to exceed client expectations as a basis to preserve their trust.

Our Principles of Behaviour

The business and professional conduct of our entire team should be subject to the following principles in which we all believe:

Compliance with the law.
Be professional in the performance of our work, acting with diligence, responsibility, efficiency and always pursuing excellence in results.
Make honesty and ethics a guide for our actions.
Adopt a way of acting and decision making that are not only ethical and legally acceptable, but also positive for the environment in which we operate.
Respect Human and Labour rights.
Respect for Intellectual and Industrial Property and use and protection of assets.
Protect and care for the assets and materials provided by the Company for work activities.
Do not discriminate and offer equal opportunities.
Respect the privacy and confidentiality of the information of employees, clients, suppliers, etc.
Contribute to maintaining a safe and healthy working environment.
In case of any doubt regarding any judicial, administrative, or criminal procedure of a sanctioning nature related to KREAB, that could harm the image, the interests or the reputation of the Company always consult and inform the corresponding superior.
Avoid engaging in activities or relationships that may result in a conflict of interest and that cannot be managed or resolved to the satisfaction of our clients.

Conflicts of interest

At KREAB we consider independence to be a key element for objectivity in the development of our work. Therefore, in the event of any circumstance that entails or could potentially pose a threat to the independence of the Company, in any of the activities it carries out, or a risk to the entities that may be in a situation of conflict of interest, we are committed to work to resolve them and, where appropriate, to avoid them.

To this end, we have established a policy for resolving conflicts of interest. This policy sets out a series of mechanisms and procedures that seek to help our employees identify any real or potential conflict of interest that may constitute a risk to the objectivity of our team. And will help our Company resolve such situations in the most satisfactory manner possible for all parties involved. It also establishes the processes for dealing with a potential conflict of interest, from making it known to the Compliance Committee to its resolution.

3If in doubt about how to identify or act in the event of conflicts of interest, employees may send their queries to the Company’s Ethical Channel (https://cumplimiento-kreab.i2-ethics.com/).

Types of conflicts of interest

Among clients of KREAB and KREAB itself, or any employee, director or administrator of the same: when any of them can obtain a special benefit or avoid a particular loss at the expense of the client.
Among KREAB’s employees, managers and administrators, with respect to clients:
instances of insider trading or use of confidential or privileged information by the subject persons.
Among the clients of KREAB, in relation to potential conduct of giving a client preferential treatment over other clients, thus preventing the service from being provided fairly, and to the detriment of other clients.
Among KREAB’s own clients, when the advice to clients with conflicting interests may result in prejudice to any of them
Among different KREAB business areas, situations in which within KREAB, due to the different activities carried out by each area, conflicts may arise that cause a particular area not to act in an objective manner.

Confidentiality, privacy and privileged information regulation

As a Company dedicated to consulting and advising, KREAB understands as a vital part of our daily performance, the respect for confidentiality and privacy of information, both of our clients and our employees.

The new data protection regulation is applicable from May 25, 2018. EU regulation 2016/679 harmonises data protection legislation throughout the European Union, increasing the protection of natural persons with regard to the processing of personal data and the free movement of such data. Furthermore, since 7 December 2018, Organic Law 3/2018, of 5 December, on the Protection of Personal Data and Guarantee of Digital Rights, has been applicable.

Therefore, based on the aforementioned respect for the Rights of the subjects indicated in this regulatory framework, we maintain our Privacy Policy updated in order to adjust it to the new regulation and its possible modifications.

KREAB declares its firmest commitment to the safeguarding of Privileged Information of which its employees have knowledge by reason of their position or professional activity. They shall, at all times, refrain from carrying out any type of operation on the tradeable securities or financial instruments to which the Inside Information refers, or any other security, financial 4instrument or contract of any kind, whether or not traded on a secondary market, which has as its underlying the negotiable securities or financial instruments to which the Inside Information refers, based on such information.

This duty of abstention also includes the obligation not to:

Communicate Privileged Information to third parties, except in the normal exercise of work, profession or position.
Recommend to a third-party transactions on securities based on such Privileged Information.

For any questions on how to handle situations related to confidentiality, privacy and privileged information regulations, employees may send their queries to the Company’s Ethical Channel (https://cumplimiento-kreab.i2-ethics.com/).

Fight against corruption and illegal activities.

At KREAB we believe that transparency is the basis of our relationship with our employees, clients and other stakeholders. Through the continuous strengthening of its ethical culture and its control systems, KREAB actively collaborates in the struggle against corruption that, as part of civil society, we must contribute towards, by implementing policies oriented towards transparency and integrity that KREAB itself develops, as well as those emanating from the legislative power and social good.

To reinforce this commitment, a new Anti-Corruption Policy has been developed and included as part of this Crime Prevention Plan, as Annex VII.

Thus, KREAB employees will do their best to avoid the commission of illegal activities in their field of action, as well as maintaining both internally and externally a strict attitude against all types of actions that undermine coexistence and the legal system.

Human Rights, Diversity and non-discrimination

KREAB is a diverse organisation, made up of people from different nationalities, ethnic groups, religious beliefs and sexual orientation and identity. We firmly believe that this diversity is not only a value to be respected, but an asset that enriches us and benefits our professional activity.

Therefore, we believe that, as a company, we must not only work every day for the respect of Human Rights and non-discrimination, but also promote active policies to raise awareness, 5both internally and externally, among social agents on the need to observe these Rights, as a common rule that we give ourselves to improve society as much as possible.

Should any of these rights be undermined, KREAB has a “Workplace Harassment Prevention Plan”, aimed at preventing any discrimination from occurring within our sphere of influence, through which we establish a commitment by the Company to avoid any circumstance that prevents a peaceful and respectful coexistence with respect to the Rights of all, regardless of their origin, sex, ethnicity, sexual orientation or religious beliefs.

Environment

At KREAB, we understand that the Environment is not just the problem of a few, or the exclusive responsibility of the Public Administrations or, rather, of the organizations and agents entrusted with the task of its protection. On the contrary, we believe that the environment concerns the whole of society. Therefore, KREAB collaborates with these social agents trying to preserve, within its sphere of influence, the Environment that sustains us all in the most appropriate way possible, adopting an environmental point of view and ecological conscience in all its activity which materialises in a way of doing things whilst always caring for our planet.

Fair labour policies

At KREAB we are aware that our greatest asset is the professionals who work every day to provide the best service to our clients. For this reason, we strive to develop working policies, both in terms of recruitment and labour relations and working environment, aimed at building a company in which it is not only pleasant to work, but where our employees are certain that each and every one of their rights in labour matters are respected, not only from a compliance with the standard point of view, but also from the firm belief that a team working in a pleasant and safe working environment is essential for us to achieve the success in the objectives that we set.

Responsibilities

At KREAB, we believe that, in addition to having a collective responsibility as a consulting firm, all of us as part of the KREAB team have an individual responsibility to observe compliance with this Code. Therefore, all of us at KREAB must, regardless of our specific position, comply with the ethical framework described in this Code.

For this reason, all KREAB employees expressly adhere to it by signing the document, and their commitment is reiterated at any time in the event of any updates that may be developed in the future.

Persons holding managerial positions in the Company, because of the additional responsibilities that their position entails, are primarily responsible for setting an example by 6their actions and conveying what it means to apply in practice all the principles and policies of the Code, encouraging and helping all the professionals under their charge to understand and assimilate what it contains.

Gift policy

KREAB neither receives nor gives gifts or attention to clients outside the parameters set out below.

The Anti-Corruption Policy expands on the details on the gift policy, but the main guidelines that all of us at KREAB must follow are included in this Code of Ethics.

The giving and receiving of gifts in the business environment should be done on an occasional and transparent basis, provided they are of low commercial value, commonly accepted as business courtesies and are in accordance with the practices, customs and usages of the business and the territory in which they occur. Regardless of value, KREAB employees and officers will not give or receive gifts that could potentially influence business or be considered an improper acceptance or bribe.

The managers and employees who give gifts must obtain them through the current purchasing policy, and they must be duly registered in KREAB’s accounts, without exception.

If in doubt about how to proceed regarding KREAB’s gift policy, employees may send their queries to the Company’s Ethical Channel (https://cumplimiento-kreab.i2-ethics.com/)

Ethical Channel and Compliance Committee

The present Code implies the commitment on the part of KREAB’s professional team to adhere in its daily behaviour to the framework of rules, principles and core values contained in this Code.

However, on a day-to-day basis, situations of conflict may arise, or may generate doubts or uncertainty for the Company’s professionals.

In order to provide them with a support mechanism that ensures their behaviour is ethically appropriate, KREAB has established a communication channel and an internal body (Ethical Channel and Compliance Committee) to help:

Resolve any doubts that may arise.
Communicate any type of incident or warning of potential non-compliance.
Provide opinions or make any kind of suggestion.

Employees wishing to contact the Ethical Channel should contact the following e-mail address: https://cumplimiento-kreab.i2-ethics.com/.

The information received in the above mailbox will only be received by the members of the Compliance Committee and, if so decided, by the Information Officer. The members of this Committee shall be fully aware of the Code, as well as all applicable regulations related to good business practices and will be responsible for assessing and, where appropriate, reporting any inappropriate conduct so that the Company can make decisions in this regard.

The Internal Information Reporting Policy guarantees that any information received through the Ethical Channel, as well as all personal data it contains, is confidential, as declared by those involved in the process. In no case, whether the communication is anonymous or not, will the identity of the informant be revealed, thus always guaranteeing confidentiality and protection against any type of reprisals, unless the information is false.

The Compliance Committee is committed to perfecting, updating and promoting the company’s entire ethical culture and regulations of the Company (including this Code) to ensure that future updates include the lessons learned from the consultations and communications received.

Compliance with the Code

As indicated throughout this Code, a prerequisite for being part of KREAB is to share its principles and values, which is why our entire team is committed to complying with it and to ensuring its correct development by expressly accepting and signing it.