This Disclaimer (the “Disclaimer”) governs the use of the website www.soltecpowerholdings.com (the “Website”), which is owned by SOLTEC POWER HOLDINGS, S.A.

1. Ownership of the website

1.1. The owner of the website is SOLTEC POWER HOLDINGS S.A. (“SPH”), with tax identification number A-05.556.733, domiciled at C/ Gabriel Campillo Contreras, (Pol. Ind. La Serreta), s/n 30500 Molina de Segura, Murcia, telephone number +34 968 603 153 and e-mail address for this purpose info@soltecpowerholdings.com

1.2. Soltec Power Holdings is a company constituted by means of a deed granted before the Notary Public of Murcia, Mrs. Maria Dolores Heredia Cánovas with protocol number 2113 on the 2nd of December 2019, registered in the Mercantile Registry of Murcia in Volume 3417 , Folio176, Page number MU-101068.

1.3. For the purposes of this Disclaimer, SPH is SOLTEC POWER HOLDINGS, S.A as well as its subsidiaries, group companies and their staff and representatives.

1.4. The information contained in the Website refers to the services offered by SPH in accordance with the regulations that govern in Spain and in the European Economic Area. The information contained in the Website is for informational purposes only and in no way constitutes any obligation for the parties accessing the Website (the “User(s)”).

1.5. This Disclaimer regulates access and use of the Website by Users and will be complemented with any other legal texts that regulate any functionality, service, process, application, platform or means necessary for the use of the Website or the services described.

1.6. By accessing the Website, the User accepts this Disclaimer and declares and guarantees that the applicable legislation and regulations allow him/her to access the Website and that he/she will make correct use of the Website in accordance with the law, good faith, public order, traffic usage and this Disclaimer. The User will respond to SPH or to third parties for any damages that could be caused as a consequence of the non-fulfilment of this obligation.

2. Users

2.1. For the purposes of this Website, a user is any natural or legal person who accesses and browses the Website. Being a User implies full and unreserved acceptance of each and every one of the provisions included in this Disclaimer, which may be subject to change. Access to the Website also means that the User accepts that this information applies to all subsequent access to the Website and that such subsequent accesses are subject to the disclaimers, risk warnings and other information contained herein.

3. Purpose and Scope

3.1. The purpose of the Website is to offer users information about SPH’s services.

3.2. To this end, SPH grants a non-exclusive, non-sub-licensable, non-transferable license to Users to use the Website and the available functions, content and other features, which shall be subject to the rest of the Disclaimer and applicable regulations.

4. Intellectual and Industrial property

4.1. All intellectual and industrial property rights on the information, texts, data, graphics, photographs, designs, software, brands, commercial names, signs and other contents of the Website are the property of SPH and/or its licensors. Therefore, its use or exploitation in any way by the User is prohibited, except as part of the service of the Website in accordance with the Disclaimer.

4.2. The User recognizes and accepts that the use of the Website does not represent transfer of any right of intellectual or industrial property, such as author rights, brands, domain names, designs, patents, utility models, know how or other rights on the Website; as well as it does not constitute any authorization for the creation of developments derived from the Website either, except for the license of limited, non-exclusive, non-transferable and free use granted to the Users of the Website in accordance with this Legal Warning.

4.3. In short, Users who access the Website can view the contents and make, if necessary, authorized private copies provided that the elements reproduced are not subsequently transferred to third parties, or installed on servers connected to networks, or are subject to any type of exploitation.

4.4. Distribution, modification, transfer or public communication of the contents and any other act on the contents that has not been expressly authorized is prohibited.

4.5. At any time and for any reason, SPH may terminate the User’s right to use all or any part of the Website. You may not violate or attempt to violate the security of the site.

5. Conditions of Access and Use

5.1. The Website has free and open access, however, SPH conditions the use of some of the services offered on the Website to the prior request and completion of the corresponding form.

5.2. The User guarantees the authenticity and timeliness of all data communicated to SPH and will be solely responsible for any false or inaccurate statements made.

5.3. The User expressly agrees to make appropriate use of the contents and services of SPH and the Website and, in particular, not to use them or distribute information through the Website for, among others:

(a) Disseminate content that is criminal, violent, pornographic, racist, xenophobic, offensive, in support of terrorism or, in general, contrary to the law in force, morality or public order.

(b) Transmit or introduce into the network computer viruses or any other harmful component that damages, limits or impairs the website or any connected network or that interferes with the use by other Users, as well as carry out actions that may alter, copy, spoil, interrupt, modify, decompile, disassemble, reverse engineer, or generate errors or damage to electronic documents, data or physical and logical systems of Soltec or third parties; as well as to license, rent, sell, imitate, or hinder the access of other Users to the Website and its services.

(c) Attempt to access the e-mail accounts of other Users or restricted areas of Soltec’s or third party’s computer systems and, if necessary, extract information.

(d) Violate intellectual or industrial property rights (copyrights, domain names, trademarks, etc.), as well as violate the confidentiality of Soltec’s or third party’s information and personal data protection rights.

(e) Impersonating another User, public administration or third party.

(f) Reproduce, copy, distribute, make available or in any other way publicly communicate, transform or modify the contents, unless you have the authorization of the owner of the corresponding rights or it is legally permitted.

(g) To collect data for advertising purposes and to send advertising of any kind and communications for sales purposes or others of a commercial nature without their prior request or consent.

(h) To use the Website, or a part of it, in other private or commercial websites, as well as to make commercial use of the Website; or to establish hyperlinks or links to the Website or to any of its contents (unless expressly authorized in writing by Soltec), abstaining from making false, inexact or incorrect declarations or indications about Soltec, or including illicit contents, contrary to good customs and public order.

(i) Any other activities contrary to the law in force, this Disclaimer, morality, good customs or established public order, or for illicit, prohibited or harmful purposes to the rights and interests of Soltec or third parties.

5.4. SPH reserves the right to block access to certain services of the Website to any user in the event that they infringe the Disclaimer, the rights of third parties or applicable legislation.

6. Service and Guarantee Exclusions. Responsbility

Exclusions

6.1. SPH will do everything reasonable to ensure the proper functioning of the Website. However, SPH cannot guarantee the availability of the Website or the absence of interruptions to the service in order to carry out repair and/or maintenance tasks on the website or the lack of coverage or failures in the equipment and/or networks necessary for data transmission, which are beyond its control. SPH will take appropriate measures to reduce such interruptions.

6.2. Although SPH will make every reasonable effort to ensure that the information contained on the Website is accurate, correct and up to date, it should be considered that this information is only of a general nature and for information purposes only. In this regard, SPH does not guarantee the completeness, suitability, accuracy, timeliness, validity or integrity of this information and does not accept any liability.

6.3. Likewise, SPH reserves the right to correct, improve or modify the Website and the information contained therein, when it deems it appropriate and without prior notice, as well as to suspend access to it in order to carry out maintenance or improvement actions, and it cannot be held liable for the accuracy, insufficiency or authenticity of the information provided.

6.4. SPH excludes, to the extent permitted by applicable law, any liability for damages of any kind arising from:

The impossibility of accessing the Website or the lack of veracity, accuracy, completeness and/or timeliness of the contents, as well as the existence of vices and defects of all kinds of content transmitted, disseminated, stored, made available to those who have accessed through the Website or services offered.
The presence of viruses or other elements in the contents that may produce alterations in the computer systems, electronic documents or user data.
Failure to comply with the laws, good faith, public order, traffic uses and this Disclaimer as a result of the incorrect use of the Website. In particular, and by way of example, Soltec cannot be held liable for the actions of third parties who violate intellectual and industrial property rights, business secrets, rights to honor, personal and family privacy and one’s own image, as well as regulations on unfair competition, data protection and illegal advertising.

SPH Guarantee

6.5. The Website is presented as is and neither Soltec nor any of the companies of the group guarantee that the services will be carried out uninterruptedly and without errors, nor do they guarantee the results obtained from the use of the service.

6.6. SPH provides the service without guarantees of any kind, either express or implied, including but not limited to title guarantees or implied guarantees of satisfactory quality or fitness for a particular purpose or otherwise, except those guarantees which are implied by and cannot be excluded, restricted or modified under applicable law.

6.7. The Website does not control, in general, the use that the Users make of the Website. In particular, SPH does not guarantee under any circumstances that Users will use the Website in accordance with the law, this Disclaimer, morality, generally accepted good customs and public order, nor that they will do so in a diligent and prudent manner.

6.8. All conditions, guarantees or representations not expressly stated in this Disclaimer are excluded to the extent permitted by applicable law.

Linked sites

6.9. This Website may contain links to other websites and incorporate information and/or services obtained from third parties, in order to facilitate the User’s access to information from collaborating or sponsoring companies. SPH declines any responsibility for the information contained in these external links which are outside this website and are not managed directly by SPH.

6.10. You understand that these other websites are independent from the Website and that SPH has no control over, nor will be liable for any content, performance or transmission received from, any such third party and will not be responsible or liable for any loss or damage in connection with use of or reliance on any such content, goods or services available from any such site or resource. The only function of these links is for information purposes, for the User’s convenience, and it is the User’s responsibility to read and accept the terms of use and privacy and cookie policies published on the linked websites or applications referred to.

User Garantees

6.11. The User uses the Website at his or her own risk. By accessing the Website, the User agrees to use it in accordance with applicable laws and regulations and to accept this Disclaimer and all its conditions. The User will be solely responsible to SPH and/or to third parties for any damage or harm that may be caused as a consequence of non-compliance with this obligation. In this sense, SPH is not responsible for any damage or alteration to the User’s equipment as a result of the use of the Website and is exempt from any responsibility.

6.12. The User is solely responsible for ensuring that his or her computer system has all the relevant and necessary technical specifications to use the Website.

7. Data Protection and Cookies

7.1. SPH is committed to protecting the personal data of its Users and, therefore, will only use them in accordance with the provisions of the Privacy Policy.

7.2. This site uses cookies to manage navigation and other functions of the site. Users will find information regarding the use of own and third party cookies in the Cookie Policy.

8. General Provisions

Invalidity of clause

8.1. If any provision or condition of this Disclaimer becomes or is declared illegal, invalid or unenforceable for any reason, such condition or provision shall be deemed severed without prejudice to the applicability of the remaining provisions of this Disclaimer.

Modifications

8.2. SPH reserves the right to modify or update the information contained in this Disclaimer at any time, when it considers it appropriate and without prior notice, and is not responsible for the accuracy, insufficiency or authenticity of the information provided.

8.3. SPH will publish the new version of the Disclaimer in the website each time it changes. The User will be informed, once he/she accesses the Website again, about any change in the terms of this Disclaimer.

Jurisdiction and applicable law

8.4. The Disclaimer is governed by Spanish law.

8.5. Any dispute that may arise from the use of the Website or the Disclaimer shall be submitted to the competent courts of the city of [Murcia] and, in the case of a User acting in his or her capacity as a consumer, to the court of the domicile corresponding to the User/consumer.

The User, if acting as a consumer, may also submit any dispute arising from or related to these Terms of Use to an alternative dispute resolution (“ADR”) procedure. The list of ADR platforms available from the European Commission can be found at the following link: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage.

Policy of Criminal Compliance

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.

Tax Compliance

1. Objectives

The objective of the tax compliance policy of Soltec Power Holdings, S.A. and its subsidiaries (hereinafter «the Group») is the implementation of a tax organization and management model based on the due monitoring and reinforcement of an ethical corporate culture regarding the observance of tax obligations, which minimizes the risk of tax infringement and evasion due to negligence or willful misconduct by any member or collaborator of the company.

In this context, the Governance Body of the Group has implemented a series of internal measures and regulations for the supervision, surveillance and monitoring of the activity of the companies of the Group with the purpose of guaranteeing and recording due diligence in the fulfillment of tax obligations.

The Group is made up of different companies distributed in different territories. It is the purpose of the Governance Body of Soltec Power Holdings, S.A. to implement this Policy in every company over which it has control, regardless of the territory where the company is located, while adapting and adjusting the policy to the company in question. In those investee companies which the Group does control, the Governance Body will enforce the implementation of this policy or, at least, the implementation of a series of minimum supervision, reporting and surveillance measures adapted to the particular situation of each company regarding tax matters.

The control and prevention model adopted by the Group through this policy is based on the identification of risk activities, the implementation of procedures so that decisions about such risks can be made and put into practice, the express allocation of proper financial resources and the implementation of a disciplinary system in case of infringement.

Moreover, the control and prevention model adopted has specific mechanisms for its regular revision and supervision regarding the suitability of the implemented measures and its adequacy to the characteristics and circumstances of the Group.

2. Principles and Foundations of the Tax Compliance Policy

The Group’s tax compliance policy is based on a series of practices whose foundation is due diligence and whose purpose is to implement control measures which guarantee optimal tax management, the elimination of possible fiscal risks and the elimination of criminal liability.

Conceptually, the Group’s tax compliance policy revolves around the following principles:

2.1 Objectivity. The tax compliance policy materializes in the adoption of concrete and specific measures which allow their homogeneous implementation throughout time, regardless of the person responsible for its adoption.

2.2 Suitability. The objective of the measures adopted for the implementation of the tax compliance policy is to demonstrate due diligence in the management of fiscal and customs risks and obligations by the managing bodies.

2.3 Measurability. The measures implemented pursuant to the tax compliance policy establish quantifiable targets, so that their monitoring is feasible and scalable.

2.4 Efficiency. The tax compliance policy is based on a minimum imposition of formal duties by promoting the use of synergies.

2.5 Relevance. The measures implemented pursuant to the tax compliance policy have a real impact on achieving the final goal.

The regulatory principles of the tax compliance model comprise measures whose objective is the system efficacy and effectiveness in order to achieve the final goal of good tax management and, eventually, the exemption of criminal liability for the corporate body.

The tax compliance measures developed and implemented by the group are based on the following principles:

2.6 Decision-making. The decisions on tax matters are made by the members of the fiscal department, under the supervision and management of the financial director (hereinafter «CFO»), within the framework of Fiscal Policy approved by the Governance Body.

The members of the Fiscal Department have the duty to inform the Governance Body of the fiscal and customs decisions and to have their approval for the most relevant ones.

2.7 Resources. The Governance Body shall have all necessary information to make any fiscal decisions. The persons responsible for making the decisions on tax and customs matters are sufficiently qualified and have the necessary material resources for that. However, pursuant to the principles governing the fiscal strategy of the Group and good practices arising therefrom, the persons responsible undertake to keep the CFO and the Governing Body informed before making any decisions on especially relevant tax matters.

2.8 Traceability. There are mechanisms in place to evidence the decision-making process and the assignment of the persons responsible for the compliance of fiscal duties and the implementation of measures. To that effect, traceability of information in the decision-making process regarding tax matters is part of the fiscal strategy of the Group. As evidence thereof, the persons responsible for fiscal matters undertake to formally record the decisions made or measures taken in the internal files of the Company.

2.9 Special operations. We have identified the operations which must have a special treatment regarding decision-making, allocation of resources and traceability, due to their particular relevance[1].

3. Goals

The tax compliance policy of the Group, promoted and approved by the Governance Body, requires full compliance with the tax legislation applicable to the Group and observance of the doctrine of the courts of law and of the Department of Taxation when it comes to the interpretation of tax regulations and to the classification of a transaction which is to be performed or has been performed by the Group for tax purposes.

The tax compliance policy is in line with the aims and objectives of the Group, which include eliminating the risk of tax infringement and evasion due to negligence or willful misconduct by any member or collaborator of the company, by implementing a tax organization and management model based on due tax control and reinforcement of an ethical corporate culture for the observance of tax obligations.

Therefore, the tax compliance policy expressly prohibits all members of the Group from willfully or negligently committing tax infringement or offenses, with the purpose of minimizing the perpetration of these actions.

Moreover, the tax compliance policy minimizes the Group’s exposition to tax risks in an effective and proportionate manner, by implementing a series of organizational and protocol Regulations that allow for the identification, detection, prevention and mitigation of fiscal risks.

Additionally, a series of organizational Regulations have been established, which provide an adequate framework for the definition, revision and achievement of tax compliance targets by analyzing the internal and external factors relevant to the tax compliance management system, determining the interested parties and the subjective and objective scope of the program.

The tax compliance policy also includes a Statement of Compliance from the Governance Body and an active Collaboration Agreement between the Group managers so that the targets established in the tax compliance management system can be met.

In the same vein, communication channels have been established so that infringements or well-founded suspicions of infringement can be reported, while guaranteeing that the informant will not suffer retaliations, in the following terms:

As established in the corresponding Protocol for the Reporting Channel, it is the obligation of all personnel, regardless of their condition and category, to notify the compliance body of any well-founded suspicion or knowledge of possible infringements of any Policy, Regulation or Protocol implemented by the Group pursuant to the Corporate Compliance and Tax Compliance programs.

As established in the corresponding Protocol for internal reporting policy and procedures, no employee shall be discriminated against because of their reporting in good faith of any infringement of any Policy, Regulation or Protocol implemented by the Group as a consequence of the implementation of the Corporate Compliance and Tax Compliance programmes.

In this manner, the tax compliance policy of the Group expressly registers a commitment of continuous improvement of the tax compliance management system.

For that purpose, the Governance Body, on its own or through its Tax Compliance Body (hereinafter, «Tax Compliance Officer»), will promote the revision of this Tax compliance policy and of the organizational regulations thereof, and will adopt the modifications and improvements that they deem appropriate, in accordance with the applicable legislation from time to time.

In this sense, the Tax Compliance Officer is therefore the highest guarantor of the supervision, surveillance and control of the necessary requirements for the proper implementation of the tax compliance system and it has enough resources and personnel with the necessary competences, status, authority and independence for that. Finally, the regulations adopted by the Group within the framework of tax compliance policy are internal regulations. Therefore, any infringement will be sanctioned in accordance with the labor legislation in force, pursuant to the Statute of Workers Rights and the Collective Bargaining Agreement signed by the company, depending on the severity of the breach.

4. General Principles of the Programme of Corporate Compliance

For the purposes of implementing this tax compliance policy, the following organizational regulations are established.

The Governance Body has approved the management framework upon which the tax compliance policy of the Group is based and delimited.

In this sense, a series of structural rules have been approved, whose purpose is to demonstrate and reinforce due diligence in the Group’s tax management.

Regulation 001: Conceptual framework of tax management. This regulation defines the Group’s organizational and tax management model. Additionally, this regulation includes a compliance statement from the Governance Body and a compliance statement from the CFO and the key persons in tax matters, which guarantee that the tax compliance policy has been properly implemented and is sufficient.
Regulation 002: Intervention of the Governance Body and the Senior Management in the company’s fiscal policy and its implementation. This regulation registers the intervention of the Governance Body and the Senior Management in the design of the Group’s Fiscal Policy and the stages of the process of making particularly relevant tax decisions.
Regulation 003: Appointment of the Tax Compliance Body. The purpose of this regulation is to register the duties of the Tax compliance officer and the specialized teams and their appointment by the Governance Body.
Regulation 004: Functional organization chart and chain of command in fiscal matters. The purpose of this regulation is to register the role of the Governance Body in the design of an operational structure and chain of command (functional organization chart) of the Group in fiscal matters.
Regulation 005: Annual training plan and responsibilities. The purpose of this regulation is to approve an annual tax training plan for the Group’s employees with the aim of training and updating all those members involved in the process of making or implementing relevant tax decisions. Moreover, the responsibilities of the members of the Group are registered.
Regulation 006: Protocol for monitoring the results of audits. The purpose of this regulation is to approve a measure assessment, monitoring and implementation protocol by the Governance Body regarding the results of tax audits, with the purpose of achieving the proper implementation of the consequences arising from unaudited fiscal years. This protocol shall be used by the persons responsible for the Group’s tax management regarding the tax audit procedures.
Regulation 007: Protocol for monitoring and preparing reports on matters relevant to future fiscal years. The purpose of this regulation is the implementation of mechanisms that guarantee the proper tax management of those matters that may have an impact on future fiscal years
Regulation 008: Definition of the special transaction framework. The purpose of this regulation is to define the transaction which shall be qualified as “special transactions” for the purpose of implementing the tax compliance policy of the Group.
Regulation 009: Protocol for recording the decision-making process in relevant matters. The purpose of this regulation is to establish recording mechanisms for the process of making tax-related decisions.
Regulation 010: Communication and dissemination of regulations. The purpose of this regulation is to establish the communication and dissemination guidelines and procedures for the managing regulations adopted by the Group in the framework of tax compliance policy.
Regulation 011: Management of tax compliance measures. This regulation establishes the management mechanisms for tax compliance policy and the regulations and procedures adopted pursuant to the same.
Regulation 012: Management of tax risks. This regulation approves the identification, assessment, management and implementation protocol for measures related to the Group’s tax risks.
Regulation 013: Protocol for keeping fiscal information. This regulation approves the protocol for keeping tax information regarding all those decisions, agreements or documents which, due to their nature, may be relevant to tax matters.
Regulation 014: Performance evaluation system. This regulation establishes the monitoring and evaluation of the performance of the tax compliance management system with the purpose of guaranteeing that the targets are met.

5. Infringement of tax compliance policy: disciplinary system

In the events of infringement of the tax compliance policy of the Group by any employee or collaborator, the applicable disciplinary system shall be the system established in the Statute of Workers Rights and the Collective Bargaining Agreement signed by the company, depending on the severity of the breach.

The Group’s Human Resources Department shall be in charge of adapting the sanction to every particular action.

[1] See Regulation 002 Intervention of the Governance Body and the Senior Management in fiscal policy and Regulation 004 Functional organization chart and chain of command in fiscal matters.