Corporate Compliance Policy

1. Introduction

Soltec Power Holdings S.A. and its subsidiary companies (hereinafter called “the Group”) are devoted to the production and execution of projects of solar tracking for energy production.

As a consequence of the modifications undergone by the Organic Law 10/1995 of 23^rd of November, of the Spanish Criminal Code, by the Organic Law 5/2010 (that came into force on the 23^rd of December of 2010) and by the Organic Law 1/2015 (that came into force on the 30^th of March of 2015), that introduced in the criminal jurisdiction the liability of legal persons, as well as the requirement of supplementary legislation[1], the Group has decided to launch a system of regulatory compliance and of prevention of the offence in order to avoid that this type of contingencies may take place within the Group.

In this sense, the Board of Directors and the Senior Management of the Group hereby set forth the present Policy of criminal compliance (hereinafter called “the Policy”) as a statement of their commitment to:

• Compliance with all the requirements and obligations arising out of the present Policy and the programme of Corporate Compliance as a whole.
• Compliance with all criminal legislation of application to the Group.
• Commitment for continuous improvement of the Group and the programme of Corporate Compliance itself.

2. Scope of Application

The present Policy and the entire programme of Corporate Compliance are applicable to Soltec Power Holdings S.A. and Soltec Energías Renovables S.L.. and, particularly, to its Board of Directors, its Senior Management, its employees as well as any other interested party.

In this sense, the activities in whose scope the crimes that must be prevented may be committed, and that, therefore, are comprised within he present Policy are the following:

• In Soltec Power Holdings S.A., the holding and equity interest in the share capital of other companies that carry out activities linked to renewable energies.
• In Soltec Energías Renovables S.L., the design, manufacture, supply, installation and maintenance of equipment for renewable energies and, among others, solar trackers.

As an essential requirement so as to engage in any kind of commercial relationship with the Group, any third party intending to contract with the Group shall have to expressly sign its acceptance of the present Policy and the obligations arising out of it, and especially zero tolerance of the Group with the commission of criminal offences, both on the part of the members of the Group and on third parties with which it may contract.

In this sense, the Group reserves the right to request from those business partners with which it has established wide-ranging relationships, a system of management of criminal compliance or equivalent to the effects of providing efficacy to all the above mentioned; also being able to discharge the contractual relationship in case of breach of all the above mentioned by third parties.

3. Goals

With the implementation of this Policy and the entire criminal compliance system implemented, the Group intends to:

• To reinforce the policy of zero tolerance of the organisation with respect to the commission of criminal offences.
• To establish a model capable of identifying the most important criminal risks for the organisation and to establish measures for their prevention, detection and management, as well as controls associated to them.
• To engage all the personnel from the organisation in this system of prevention, involving them in the compliance both of the entire programme of Corporate Compliance and of the criminal regulations in the exercise of the functions assigned within the organisation.
• To ensure before the members of the organisation, clients, suppliers, judicial bodies and the society in general that the Group is in compliance with the duties of supervision and control within the exercise of its activity, and that it is establishing the proper measures so as to prevent or reduce as far as possible the risk of commission of offences, by exercising the proper control on the administrators, officers, employees and all the people associated to the Group.

To this end, on an annual basis, the organization determines a series of compliance objectives and develops the planning of the measures aimed at their achievement.

For the purposes of achieving the defined goals, the general guiding principles of the programme are described below, as well as the means designed for its compliance.

Finally, and in line with the goal of complying with the commitment of continuous improvement of the programme, the goals established by the Group within the present policy shall also be object of periodical review.

4. General Principles of the Programme of Corporate Compliance

The general principles that inspire and rule the present Policy and the entire programme of Corporate Compliance are the following:

• Compliance with the criminal legislation, the Code of Conduct and rest of internal protocols is required to all members of the Group, and it is expressly prohibited the commission of criminal offences.
• It has been carried out a Risks Assessment that identifies all those activities in whose scope the offences that should be prevented might be committed, and in order to minimise the exposure of the organisation to the said offences, it has implemented a series of measures of prevention, detection and management of the criminal risks identified.
• The Group is committed to comply with all the obligations arising out of the present Policy, as well as the set of protocols, procedures and policies that form part of the programme of Corporate Compliance.
• The obligation of the interested parties to inform about all those suspicious facts or conducts related to criminal risks is laid down, by guaranteeing the confidentiality and the absence of retaliation to the informant through the channel enabled for that purpose (canaldenuncia@soltec.com).
• All training activities that may be necessary shall be carried out with sufficient regularity so as to guarantee the updated knowledge by all the personnel in the Group, both of the present Policy and of the rest of programme of Corporate Compliance.
• It is notified the existence of the Board of Compliance, as a body that shall exercise the functions of Responsible for Compliance. The Board of Compliance is independent from the Board of Directors and shall act as responsible authority for the management, implementation and verification of the compliance of the programme of Corporate Compliance.
• The Board of Compliance shall report to the Board of Directors and the Senior Management periodically its assessment on the efficacy and compliance with the programme of Corporate Compliance; as the Board of Directors and the Senior Management shall also review the efficacy of the programme, by establishing a communication channel between all of them that provides a framework for the continuous improvement of the programme.
• Breach by the members of the Group of the obligations arising out of the present Policy and the programme of Corporate Compliance as a whole shall give rise to the application of the disciplinary regime provided by the Statute of the Rights of Workers and the Collective Bargaining, and, in the case of any business partner, those ones provided by the specific applicable procedure[2].

5. Programme of Corporate Compliance

The programme of Corporate Compliance of the Group has been drafted on the basis of the analysis of criminal risks susceptible of affecting the organisation in the development of its activity, and is formed by a series of procedures, protocols and policies devoted to prevent, detect, manage and sanction the realization of such criminal risks.

The programme of Corporate Compliance has as its main key pillars the following elements:

• An Assessment of criminal risks in which a detailed analysis is made of all those situations, within the framework of the development of the activity of the Group, susceptible of becoming a criminal risk leading to the commission of an offence.
• A Code of Conduct whose main aim is to establish the mission and values of the Group, as well as to establish a guidance for the behaviour of the members of the Group that may serve as the basis for the implementation of all the programme of Corporate Compliance.
• A Reporting Channel enabled for all the members of the Group, and for any business partner of the Group deemed necessary to make use of this. Through it, any breach or suspicion of breach of the obligations determined in the programme of Corporate Compliance may be informed. The Group guarantees the confidentiality and the absence of retaliation for any informant that may make use of it.
• The present Policy of Criminal Compliance, as the main document of the programme of Corporate Compliance and basis of its operation, as far as it comprises the main objectives and principles of the programme in its entirety.

6. Review and Improvement of the Policy of Corporate Compliance

The Group is committed to reviewing and improving continuously the present Policy and the programme of Corporate Compliance. The reviews shall be carried out, in all cases, on an annual basis, without prejudice to carry out as many extraordinary reviews as may be necessary due to regulatory changes or changes within the structure of the Group, breaches of the programme or any other extraordinary circumstances that may require it.

[1] The Procedure of Validation of suppliers approved by the Group is intended for the Disqualification of all those suppliers in breach of the implemented system; the contracting conditions of the Group also foresee expressly the declaration of the suppliers and clients of having reviewed the policy of the Group as well as the possibility of discharging the agreement with the suppliers by the Group in case of serious breaches or clearly contrary attitudes to the programme implemented in the Group. In the case of minor breaches, the organization shall make a warning in writing.

[2] Organic Law 12/1995, of 12^th of December, of Suppression of the Smuggling, Royal Decree of 14^th of September of 1882, by which the Criminal Procedure Act is approved, Act 12/2003, of 21^st of May, for the prevention and blocking of financing of terrorism, Act 10/2010, of 28^th of April, for the prevention of money laundering and the financing of terrorism, Act 35/1995, of 11^th of December, to give aid and assistance to victims of violent crimes and against crimes against sexual freedom, Organic Law 5/1995, of 22^nd of May, of the Court of the Jury, Organic Law 5/2000, of 12^th of January, regulating the criminal liability of the minor, Royal Decree 1774/2004, of 30^th of July, by which the Regulations of the Organic Law 5/2000, of 12^th of January regulating the criminal liability of the minors is approved, Organic Law 1/2004, of 28^th of December, of Comprehensive Protection Measures against render-based violence, Act 4/2015, of 27^th of April, of the Statute of the victim of the crime, Royal Decree 1109/2015, of 11^th of December, by which the Act 4/2015, of 27^th of April, of the Statute of the victim of the crime is developed and the Offices of Assistance to Victims of the Crime are ruled.