Compliance policy

1. Introduction

Soltec Power Holdings S.A. and its subsidiaries (hereinafter referred to as the "Soltec Group" or the "Group") are companies engaged in the production and implementation of solar tracking projects for energy production.

As a consequence of the amendments made to Organic Law 10/1995 of 23 November 1995 on the Criminal Code by Organic Law 5/2010 (which came into force on 23 December 2010) and by Organic Law 1/2015 (which came into force on 30 March 2015), which introduced in the criminal jurisdiction the liability of legal persons in Spain, as well as the requirement of complementary legislation1 , the Soltec Group decided in 2020 to implement a system of regulatory compliance and crime prevention in order to prevent this type of contingency from occurring within the Group. Given this purpose, steps have been taken since then for its effective implementation throughout the organisation under the provisions of this Policy, which, taking into account the international vocation of the organisation, has led to the adoption of the aforementioned system by Soltec Group companies located all over the world.

In this regard, the Group's Governing Body and Senior Management set out this Criminal Compliance Policy (hereinafter "the Policy") as an expression of their commitment to:

on the prevention of money laundering and the financing of terrorism, Law 35/1995 of 11 December 1995 on aid and assistance to victims of violent crimes and crimes against sexual freedom, Organic Law 5/1995 of 22 May 1995 on the Jury Court, Organic Law 5/2000 of 12 January 2000 regulating the criminal liability of public prosecutors, and Organic Law 5/2000 of 12 January 2000 regulating the criminal liability of public prosecutors, regulating the criminal responsibility of minors, Royal Decree 1774/2004, of 30 July, approving the Regulation of Organic Law 5/2000, of 12 January, regulating the criminal responsibility of minors, Organic Law 1/2004, of 28 December, on Comprehensive Protection Measures against Gender Violence, Law 4/2015, of 27 April, on the Statute of the Victim of Crime, Royal Decree 1109/2015, of 11 December, which develops Law 4/2015, of 27 April, on the Statute of the Victim of Crime and regulates the Offices for Assistance to Victims of Crime.

- Compliance with all requirements and obligations arising from this Policy and the Corporate Compliance programme as a whole.

- Compliance with all criminal legislation applicable to the Group.

- Commitment to continuous improvement of both the Group and the Corporate Compliance programme itself.

2. Scope of application

This Policy and the Corporate Compliance programme as a whole apply to the entire Group and, in particular, to its Governing Body, Senior Management, employees and any other interested parties.

In this regard, the activities in whose scope the offences to be prevented may be committed, and which are therefore covered by this Policy, are the following:

- Holding and participation in the capital of other companies that carry out activities related to renewable energies.

- The design, manufacture, supply, installation and maintenance of renewable energy equipment, including solar trackers.

- The promotion and development of photovoltaic solar plants, as well as services related to these activities.

As a requirement for entering into any type of business relationship with the Group, any third party seeking to contract with the Group must expressly sign its acceptance of this Policy and the obligations arising from it, and in particular the Group's zero tolerance of criminal offences, both by members of the Group and by third parties with whom it contracts.

In this regard, the Group reserves the right to require those business partners with whom it establishes far-reaching relationships to have a criminal compliance management system or equivalent in order to give effect to the above; it may also terminate the contractual relationship in the event of non-compliance with the above by third parties.

3. Objectives

With the implementation of this Policy and the criminal compliance system as a whole, the Group aims to:

- Reinforce the organisation's zero-tolerance policy on criminal wrongdoing

- Establish a model capable of identifying the most important criminal risks for the organisation and establish measures for their prevention, detection and management, as well as associated controls.

- Involve all the organisation's staff in this prevention system, involving them in compliance with both the Corporate Compliance programme as a whole and with criminal legislation in the exercise of their functions within the organisation.

- To assure the members of the organisation, customers, suppliers, judicial bodies and society in general that the Group complies with the duties of supervision and control in the exercise of its activity, and that it establishes the appropriate measures to prevent or reduce as much as possible the risk of the commission of crimes, exercising due control over directors, managers, employees and all persons associated with the Group.

To this end, on an annual basis, the organisation determines a series of Compliance objectives and develops the planning of measures aimed at achieving them.

In order to achieve the defined objectives, the general guiding principles of the programme, as well as the means designed to achieve them, are described below.

Finally, in line with the objective of fulfilling the programme's commitment to continuous improvement, the objectives set by the Group in this policy will also be subject to periodic review.

4. General principles of the corporate compliance programme

The general principles that inspire and govern this Policy and the Corporate Compliance programme as a whole are as follows:

- Compliance with criminal law, the Code of Conduct and its other internal protocols is required of all members of the Group and expressly prohibits the commission of criminal acts.

- A Risk Assessment has been carried out which identifies all those activities in whose scope the crimes to be prevented may be committed, and to minimise the organisation's exposure to such crimes it has implemented a series of measures for the prevention, detection and management of the criminal risks identified.

- The Group undertakes to comply with all the obligations derived from this Policy, as well as from the set of protocols, procedures and policies that form part of the Corporate Compliance programme.

- Interested parties are obliged to report all facts or suspicious conduct relating to criminal risks, guaranteeing confidentiality and the absence of reprisals against the informant, through the channel set up for this purpose (canaldenuncia@soltec.com).

- All necessary training activities shall be carried out, with sufficient frequency, to ensure that all Group personnel have up-to-date knowledge of this Policy and the rest of the Corporate Compliance programme.

- The existence of the Compliance Body, as the body that will exercise the functions of the Compliance Officer, is hereby notified. The Compliance Body is independent from the Governing Body and will act as the authority responsible for the management, implementation and verification of compliance with the Corporate Compliance programme.

- The Compliance Body will report to the Governing Body and Senior Management on a regular basis on its assessment of the effectiveness of and compliance with the Corporate Compliance programme; the Governing Body and Senior Management will also review the effectiveness of the programme; and a communication channel will be established between them to provide a framework for the continuous improvement of the programme.

- Failure by members of the Group to comply with the obligations arising from this Policy and the Corporate Compliance Programme as a whole shall give rise to the application of the disciplinary regime provided for in the Workers' Statute and the Collective Bargaining Agreement applicable in Spain, and by the national labour regulations applicable abroad. In the case of any business partner, the provisions of the specific procedure applicable to it shall apply.

5. Corporate compliance programme

The Group's Corporate Compliance programme has been drawn up on the basis of an analysis of the criminal risks that could affect the organisation in the course of its business, and consists of a series of procedures, protocols and policies aimed at preventing, detecting, managing and sanctioning the materialisation of such criminal risks.

The main pillars of the Corporate Compliance programme are the following elements:

- A Criminal Risk Assessment in which a detailed analysis is carried out of all those situations which, within the framework of the Group's activities, are susceptible to materialise in a criminal risk resulting in the commission of a criminal offence.

- A Code of Conduct that aims to establish the Group's mission and values, as well as to establish a guide for the behaviour of the Group's members that serves as a basis for the establishment of the entire Corporate Compliance programme.

- A Whistleblowing Channel, available to all members of the Group, as well as to any of the Group's business partners who consider it necessary to make use of it. Through this channel, any breach or suspected breach of the obligations set out in the Corporate Compliance programme can be reported. The Group guarantees confidentiality and freedom from retaliation for any whistleblower who makes use of it.

- This Criminal Compliance Policy, as the parent document of the Corporate Compliance programme and the basis for its operation, as it sets out the main objectives and principles of the programme as a whole.

6. Review and improvement of the criminal compliance policy

The Group undertakes to continuously review and improve this Policy and the Corporate Compliance Programme as a whole. The reviews shall be carried out on an annual basis, without prejudice to any extraordinary reviews that may be necessary due to regulatory changes or changes in the structure of the Group, breaches of the programme or any other exceptional circumstances that may make this advisable.