Code of Conduct for Third Parties

CODE OF CONDUCT FOR THIRD PARTIES

1. COMMITMENT OF THE RENOVALIA GROUP

This policy reflects the zero-tolerance approach of Renovalia Energy Group, S.L. and its group of companies (hereinafter, the “Renovalia Group” or the “Group”) to unlawful acts, its commitment to the permanent monitoring and sanctioning of fraudulent acts and its ongoing development of an ethical and honest business culture.

The Group is, at all levels, required to put full effort towards meeting the highest ethical standards in all its activities, observing the corporate values and ethical principles and complying strictly with internal regulations and with applicable legislation.

2. PURPOSE

This Code of Conduct for Third Parties (hereinafter, the “Code”, or “Ethics Code”) reflects the commitment of the Renovalia Group, establishing a series of principles and guidelines with the aim of guaranteeing ethical, responsible behaviour in all its business dealings.

The aim of the Code is to establish the corporate values, ethical principles and general standards that guide all of the Group’s direct or indirect dealings with third parties included under the scope of the Ethics Code.

This Code supplements the corporate regulations and by-laws and all specific legislation applicable to the activities and business of the Renovalia Group. It also supplements the General Internal Code of Conduct, applicable to all directors, executives and employees.

In no case may the application of the Code give rise to a breach of the applicable legislation.

3. SCOPE OF APPLICATION

This Code is applicable to all customers, suppliers and third parties who have dealings with the Renovalia Group around the world. The term «Supplier» applies to any business, organisation, entity or person who: (i) sells or seeks to sell any product or service to the Renovalia Group or who (ii) provides or seeks to provide any service to or on behalf of the Renovalia Group. The term «Customer» applies to any business, organisation or public or private entity to which the Renovalia Group’s (i) products are sold or (ii) services are provided.

For the purposes of this Code, Suppliers and/or Customers will be considered to be “Third Parties”, a term which also includes the agents, commercial representatives and intermediaries of the Renovalia Group.

All Third Parties are required to comply with this Code in all their dealings with, for or on behalf of the Renovalia Group. In this regard, the Group considers that all Third Parties are obliged to have in place effective systems and controls that promote compliance with applicable legislation and to implement a culture of ethics and integrity in their activities.

The Third Parties undertake to report any suspected breach of the Code, as set out in the instructions and guidelines given below.

The Renovalia Group reserves the right to monitor and assess Third-Party compliance with this Code and to take the measures it considers necessary in the event of non-compliance.

4. ETHICAL PRINCIPLES AND LEGAL COMPLIANCE

The Renovalia Group considers the Third Parties to conduct their business dealings in accordance with the highest ethical standards and in strict compliance with applicable legislation.

4.1 Integrity in business relations

All forms of corruption, extortion and embezzlement are strictly forbidden. No Third Party will take improper advantage at the expense of the Renovalia Group by means of the undue use of privileged or patented information, the misrepresentation of fundamental facts or any other dishonest or unfair practice.

4.2 Fair competition

No Third Party will participate in any type of misappropriation of confidential information, price fixing, bid rigging or collusion with regard to transactions affecting the Renovalia Group.

4.3 Gifts and commissions

No Third Party will offer any employee or any family member of any employee of the Renovalia Group any gift, improper recompense, bribe, payment, fee, service, discount or any other privilege with an eye to receiving favourable treatment from the Renovalia Group.

4.4 Conflicts of interest

No Third Party will establish any dealings with any employee of the Renovalia Group that may entail any conflict of interest. All conflicts detected by Third Parties must be notified to the Renovalia Group, independently of taking immediate measures to correct it.

4.5 Corruption and bribery

No Third Party will offer or confer anything of value, including money, bribes, entertainment activities and improper recompense, to any government official in relation to any commercial transaction involving the Renovalia Group.

In accordance with the USA Foreign Corrupt Practices Act of 1977 (FCPA), Third Parties will be considered to have in place satisfactory procedures to prevent their employees from becoming involved in bribery and other forms of corruption.

4.6 Preventing internal corruption

Renovalia Group employees are prohibited from claiming anything of value from any Third Party, including gifts, payments or other perks. Third Parties are expected to notify the Renovalia Group of any breaches of this policy coming to their attention.

4.7 Books and internal controls

Third Parties are required to keep detailed accounting books and registers that give a true picture of their dealings with the Renovalia Group, and to give the Group access to said records on request.

They also undertake to have in place internal controls and accounting systems that offer a satisfactory level of monitoring.

4.8 Money laundering and financing of terrorism

The Renovalia Group considers that Third Parties will comply strictly with applicable legislation in the matter of prevention of money laundering and that they will put the necessary means in place to prevent money laundering and financing of terrorism in all their dealings.

4.9 Sanctions List

Third Parties having dealings with the Renovalia Group undertake not to enter into business relations with certain individuals, corporations or countries included on: (i) The list of persons, groups and entities whose funds and economic resources are frozen, under Council Regulation (EC) No 881/2002, (ii) The list of persons and corporations sanctioned by the United Nations and (iii) the list of persons and corporations sanctioned by the US Office of Foreign Assets Control (OFAC) or other sanctions lists applicable (jointly the “Sanctions Lists”).

Likewise, the Third Parties undertake to verify regularly that the individuals and corporations with whom they have dealings do not figure on the Sanctions Lists.

4.10 Personal data protection

All Third Parties having access to personal data will process them restrictively, considering that:

i) Only those that are strictly necessary will be collected.

ii) The collection, digital processing and use thereof should be done so as to ensure their security, veracity and accuracy, as well as the right to personal privacy.

iii) Any access to such data may only be done by employees authorised for this on the basis of their tasks. iv) The terms of the Personal Information Protection Act and analogous applicable legislation will be strictly observed.

5. HUMAN RIGHTS

The conduct of all Third Parties having dealings with the Renovalia Group will be guided, with regard to their employees, by ethical principles, particularly the following:

5.1 Respect for all individuals

All employees, and particularly those with individuals in their charge, must promote relations based on respect for others, respect for their dignity, participation and collaboration, fostering a work environment based on respect.

Aspects such as mobbing, abuse or harassment are unacceptable and will not be tolerated. Employees with personnel in their charge will ensure that no such situations arise.

5.2. Respect for human rights

All Third Parties will accept the principles of the United Nations Global Compact with regard to human rights, labour, the environment and anti-corruption, as expressed in this Code.

All Third Parties and their professionals will support and respect the protection of fundamental human rights in all areas of our dealings, doing all in their power not to be complicit in their violation.

5.3 Equal opportunities.

Non-discrimination The Renovalia Group and all Third Parties will offer equal employment opportunities. Furthermore, professional promotion will be promoted with equality, ensuring non-discrimination based on gender, origin, race, marital or social status.

5.4 Compliance with legislation

All labour relations between Third Parties and their employees will comply strictly with applicable legislation and regulations with regard to workers’ rights.

6. ENVIRONMENT AND OCCUPATIONAL RISK PREVENTION

6.1 Protection of the environment

All Third Parties will actively and responsibly commit to the preservation of the environment, respecting legality, and following the recommendations of the Group to reduce the environmental impact of their activities.

6.2 Occupational Risk Prevention

The Occupational safety and health of all employees is essential for the Renovalia Group, in order to create a comfortable and safe working environment.

In this regard, all Third Parties will implement all measures established with regard to workplace health and safety to ensure that all their employees undertake their activities under safe conditions.

7. DATA AND INTELLECTUAL PROPERTY PROTECTION

No Third Party will misappropriate nor make any improper use of any confidential information or intellectual property of the Renovalia Group.

Third Parties may use said intellectual property and information only when authorised by the Renovalia Group and exclusively for the use for which it was authorised. All Third Parties having Renovalia Group intellectual property or confidential information in their power will take the corresponding measures to ensure that said property and information is neither disseminated nor used improperly or without the corresponding authorisation.

8. REPORTING SUSPICIONS

All Third Parties, bearing in mind the applicable legal provisions, will notify the Renovalia Group of any irregularity or suspicion regarding any breach of the Code involving or affecting the Group, immediately on it coming to their attention.

All Third Parties undertake to collaborate with the Renovalia Group in the event of any investigation into any breach or irregularity giving rise to an administrative or judicial investigation.

Said notifications may be made through the channels listed below, and anonymously, except when expressly forbidden by the applicable legislation:

Through their habitual contact in the Renovalia Group, except when the suspicion relates to said person.
By contacting: Renovalia Energy Group, S.L. on (34) 91 590 40 70 and asking the operator to put them through to the Chief Compliance Officer or any member of the Legal Department.
Operators are available Monday – Friday from 9 am to 2 pm and from 3.30 pm to 7.00 pm (Central European Time).
By mail to:

Renovalia Energy Group, S.L.
FAO: Chief Compliance Officer
C/ María de Molina, n 54, 9ª planta
28006, Madrid
Spain

By email to compliance@renovalia.com.

The Renovalia Group will at all times guarantee strict confidentiality with regard to the identity of persons reporting breaches and the application of data protection standards.