CODE OF ETHICS AND CONDUCT It's what's inside GRUPO ...

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CODE OF ETHICS AND CONDUCTGRUPO ANTOLIN

V4 -

June

202

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“Doingthe right thing”

From the very start of Grupo Antolin, more than fifty years ago, good governance, ethics and full compliance and respect for the law have guided our conduct and activity.

These principles must be even more present in our organization today, if that is possible, as business in the twenty first century is very different to that several decades ago. It is enormously complex, there are a great many laws in many different countries and more risks to reputation and possible sanctions for breaking laws.

Grupo Antolin’s Board of Directors is fully committed to ethics and compliance. However, this is the work of everyone, from the senior management to the operators working in the factories to the engineers in the business units. We need the strong and unconditional commitment of the thousands of employees making up Grupo Antolin so that we can become an example of ethical and responsible management. Keep in mind that each of us, with our conduct, is contributing to the good governance of the company.

This Code of Ethics and Conduct is conceived as a roadmap that summarizes our firm commitment to complying with human rights, dialog with stakeholders, comply with legislation, the creation of a safe working environment, the fight against corruption and environmental and socially responsible commitment wherever Grupo Antolin is present.

The Compliance Director plays a key role in reinforcing this commitment, as this person independently guarantees that our Code of Ethics and Conduct is respected.

All employees have the duty to be aware of this code, respect it and follow it in their daily activity. We all need to report our concerns about ethics and compliance. If anyone has any concerns about anything included in this code, they must raise this openly through the channels provided.

We must be clear that it is important for us to achieve the challenges we have set ourselves, but the way in which we achieve them also matters. There are no shortcuts, no paths to success that are not based on integrity and the utmost respect for the law. This philosophy has led to us becoming one of the largest suppliers in the car interiors market internationally.

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ERNESTO ANTOLÍN ARRIBASChairman of Grupo Antolin

It is important for us to achieve the challenges we have set ourselves,

but the way in which we achieve them also matters. There are no shortcuts, no paths to

success that are not based on integrity and the utmost respect for

the law.


INDEX

CORPORATE CULTURE ..................................... page.6

CODE OF ETHICS AND CONDUCT .............. page.8

OUR COMMITMENT .........................................page.12

PEOPLE .................................................................page.18

TRANSPARENCY CHANNEL .........................page.23

COMPLIANCE DEPARTMENT .......................page.28

ACTION PROTOCOL ........................................page.30

ACCEPTANCE .....................................................page.31

GLOSSARY OF TERMS .....................................page.32

CORPORATE CULTURE

FAMILY SPIRIT

Our identity

PEOPLEthey key to success

INNOVATIONfoundation

for our future

PASSIONfor a job

well done

CONTRIBUTIONto the development

of society

BE HUMBLE

ACT HONESTLY

RESPECT OTHERS

DEAL WITH ISSUES FAIRLY

RECOGNIZE ACHIEVEMENTS: EVERYONE CONTRIBUTES TO SUCCESS

BUILD A CLIMATE OF TRUST

BE TOLERANT WITH MISTAKES

LISTEN, COMMUNICATE: ACT WITH TRANSPARENCY

TEAMWORK

BE FLEXIBLE AND OPEN TO NEW IDEAS

DON'T CONFORM, ENCOURAGE BOLDNESS

EVERYTHING CAN BE QUESTIONED, LOOK FOR THE BEST SOLUTION

WORK WITH QUALITY

MEET YOUR COMMITMENTS

NEVER STOP TRAINING

BE INVOLVED FROM THE BEGINNING

BE COMMITTED TO YOUR ENVIRONMENT

REPRESENT THE COMPANY’S VALUES IN SOCIETY

FAMILY SPIRIT

PEOPLE

INNOVATION

PASSION

CONTRIBUTING

GRUPO ANTOLIN’S VISION IS TO BE THE LEADING COMPANY IN CAR INTERIORS BY CREATING VALUE FOR OUR STAKEHOLDERS. ITS VALUES ARE FAMILY SPIRIT, PEOPLE, INNOVATION, PASSION AND CONTRIBUTION TO THE DEVELOPMENT OF SOCIETY. GRUPO ANTOLIN DEMANDS THE MOST OF ITSELF IN TERMS OF INNOVATION, TECHNOLOGY, QUALITY, PRODUCTION AND TALENT. THE MAIN OBJECTIVE IS TO LEAD THE MARKET FOR CAR INTERIORS AND FOR CUSTOMERS TO THINK ABOUT GRUPO ANTOLIN WHEN THEY WANT TO DESIGN THE CAR OF THE FUTURE.


CODE OF ETHICS AND CONDUCT

The Grupo Antolin Code of Ethics and Conduct, together with the policies and guidelines included in the Compliance management system (hereinafter the Code) is a living document produced by the Compliance Department, reviewed by the Ethics, Corporate Governance, Compliance and Corporate Social Responsibility Committee and approved by the Board of Directors. Its main aim is to ensure ethical and responsible behavior when running our business.

With this document, Grupo Antolin makes public its commitment to the guidelines in the Universal Declaration of Human Rights, the Guiding Principles on Business and Human Rights, Children's Rights and Business Principles, as well as to the principles of the United Nations Global Compact (of which it has been a founding partner in Spain since 2004) and the guidelines and principles of the International Labor Organization (ILO) and the Organization for Economic Cooperation and Development (OECD).

The Compliance Department, in collaboration with the Compliance Committee, comprised of in house professionals and the Compliance Officer, an expert in employment, industrial, economic and legal matters, has been entrusted with the preparation of the final text. In producing it, the needs and expectations of our main stakeholders have been taken into account, as well as the regulatory and market requirements applicable to our business.

This text is a reflection of the values that must guide the conduct of the company and the people who work for it. It must lead to honesty, ethics, professionalism and transparency in our relationships with customers, shareholders, employees, suppliers and society in general.

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Compliance with the Code of Ethics and Conduct is a necessary condition for forming part of the team of professionals at Grupo Antolin. Those people who wish to form part of the company must read it carefully and adhere respecting the espirit and the letter.

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APPLICATIONThe Code applies to all employees connected to Grupo Antolin, regardless of the employment contract that determines their relationship with the company, the position they occupy in the organization and the country in which they work.

Grupo Antolin extends its commitment to all subsidiary companies in which it is the majority shareholder or has management control, as well as to the stakeholders who have relationships with the different companies making up Grupo Antolin.

TERM AND AVAILABILITY The Code of Ethics and Conduct enters into force on the very day that Grupo Anto-lin makes its commitment public.

Those who violate the Code or the policies and procedures of Grupo Antolin will be subject to disciplinary measures proportional to the offense, and will be punished to the full extent allowed by the current regulations. Disciplinary action will also be taken against anyone who orders or approves infringements or is aware of them and does not immediately act to remedy them.

It is available to everyone working in any of the companies that form part of the organization:

http://beone.grupoantolin.com/grupoantolin/ethicsConduct/Pages/The-Code.aspx

A printed version of the text is included in the procedure for welcoming new joiners, and a copy of it can be requested at any time from the Human Resource depart-ment of each company.

The official Spanish version and the English version are available to everyone on the Grupo Antolin website:

http://www.grupoantolin.com/en/people

WE ARE COMMITTED TO OUR EMPLOYEES AND

OUR PARTNERS

COMMITTED TO THE PUBLIC AUTHORITIES

AND SOCIETY

COMMITTED TO INTEGRITY AND CORPORATE

RESPONSIBILITY

COMMITTED TO OUR CUSTOMERS

AND SUPPLIERS

COMMITTED TO INVESTORS AND

COMMUNICATION

THROUGH ITS INTERNATIONAL EXPANSION, GRUPO ANTOLIN IS CONTRIBUTING TO THE GLOBAL DEVELOPMENT OF THE ECONOMY AND SOCIETY. IT FOCUSSES ON CREATING A SUSTAINABLE FUTURE AND WORKING ON THE IMPACT OF OUR ACTIVITY ON THE ENVIRONMENT, PEOPLE AND THE SOCIAL ENVIRONMENT IN WHICH WE OPERATE. WE ARE COMMITTED TO UNIVERSAL VALUES THAT GOVERN THE BEHAVIOR OF THE COMPANY IN ALL ITS ACTIVITIES.

OUR COMMITMENT

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COMMITMENT TO EMPLOYEES AND PARTNERSOCCUPATIONAL HEALTH AND SAFETYThe company monitors health and safety policies and pro-cedures and safety control measures. Employees are never allowed to work under the influence of alcohol or drugs.

CONFLICTS OF INTERESTAll employees must comply with the conflict of interest policy and avoid using their position in the company for personal gain.

ANTI-HARASSMENT Grupo Antolin does not tolerate any kind of harassment in the workplace and complies with all the company's non-discrimi-nation and fair treatment policies.

DIVERSITY AND EQUALITYWithin the company, everyone acts in a professional manner and treats others with respect, avoiding any type of discrim-ination and ensuring that decisions are based on objective criteria and merit.

TO THE PUBLIC AUTHORITIES AND SOCIETYHUMAN RIGHTS Our code of ethics supports, respects and promotes human rights within its sphere of influence. Among others: the elimi-nation of all forms of forced or compulsory labor, the eradica-tion of child labor and the fight against the trafficking, trading or illegal dealing of human beings.

SOCIAL RESPONSIBILITYWe follow our social policies and community commitments and do not engage in business practices that pose a threat to the welfare of our communities.

PRIVACYIn keeping with the company's privacy policy, we do not disclose non-public information to anyone else and we include confidentiality and privacy clauses in the terms of any agreements.

SAFETYWe must adhere to safety standards, banning the use of weapons on company property, and illegal conduct as: extor-tion, cyber-attacks, phishing, kidnappings, threats, etc.

THE ENVIRONMENTWe comply with the current environmental policies and do what we can to reducing the use of energy, recycle, reuse and compost whenever possible.

COMMITMENT TO INTEGRITY AND ACTING RESPONSIBLYWITH THIRD PARTIESBefore entering into any commercial relationships, all third parties acting on behalf of the company (business partners, advisors, etc.) will be subject to due diligence in accordance with our policies. Agreements will only be signed once these third parties understand and guarantee to comply with these company policies.

BUSINESS INTELLIGENCEWe will not obtain information on our competitors other than through legal or ethical means and will respect confidentiality obligations.

REGISTERS AND FINANCIAL INFORMATIONWe must create accounting records and business documents that faithfully reflect the truth and follow the established document retention program. Grupo Antolin provides mech-anisms that act across the entire organization and govern the environment of control and the information and communi-cation systems, effectively eliminating the risk of errors with a material impact in the area of financial information.

ASSETS OF THE COMPANYWe will ensure the safeguarding and integrity of the com-pany's assets, as well as the good use of these for legitimate purposes and within the activities for the development of its corporate purpose. The use of pirated programs is strictly prohibited. Company equipment and systems must never be used to create, save or send content that may be offensive, nor share passwords.

ANTI-CORRUPTIONOur entire organization will comply with the anti-corruption policy.

GIFTS AND HOSPITALITYGifts, hospitality, and entertainment connected with the business will not be accepted unless these are modest and reasonable, in keeping with the hospitality and gifts policy, as otherwise it could give the appearance of improper influence.

DONATIONS AND CONTRIBUTIONSAny payment of contributions, sponsorship or donations will follow the company’s policy and will never create an incentive for the purchasing of our products.


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COMMITTED TO CUSTOMERS AND SUPPLIERSSENSITIVE INFORMATIONConfidential and highly sensitive information must be appropriately labeled, and may only be used or disclosed for legitimate purposes. Company information can only be stored or communicated using the systems approved by the company's policy.

INDUSTRIAL AND INTELLECTUAL PROPERTYAny invention, possible patent or trademark must be promptly communicated to the company’s management. Properly label confidential information to protect intellectual property, only sharing it with authorized parties. Respect property rights. Avoid counterfeiting and piracy.

ANTI-TRUSTActivities such as agreements or information exchanges relating to price and market share arrangements must be avoided.

QUALITY AND SAFETY IN OUR PRODUCTSWe comply with the quality policies and escalate any queries or problems relating to product quality, as well as any suggestions for improvement.

TO INVESTORS AND COMMUNICATIONMONEY LAUNDERING As a company we contribute to the identification of the source and destination of funds to avoid the financing of criminal activities, terrorism or capital flight.

INSIDER INFORMATIONWe must take precautions and only ever transmit potentially private or confidential information for legitimate business reasons and in compliance with local, regional and national laws.

EXTERNAL COMMUNICATIONSDo not publicly discuss matters related to the company without prior authorization from the Department of Communications or Investor Relations. All the content of the company’s communications must be reviewed and approved.

INTERNATIONAL TRADEAs a prior step to exporting, we need to know the trading partners we are going to be dealing with. So we must obtain all the necessary licenses and information about the final destination of our products.


HEALTH AND SAFETYFOR EMPLOYEES AND PARTNERS

FOR THE RELATIONSHIP WITH CUSTOMERS AND SUPPLIERS

FOR INVESTORS AND COMMUNICATION

FOR PUBLIC AUTHORITIES AND SOCIETY

FOR MAINTAINING OUR INTEGRITY AND ACTING RESPONSIBLY

CONFLICT OF INTEREST

ANTI-HARASSMENT AND FREE WORKPLACE

DIVERSITY AND EQUALITY

HUMAN RIGHTS

SOCIAL RESPONSIBILITY

CONFIDENTIALITY AND PRIVACY

SAFETY IN OPERATIONS

ENVIRONMENTAL RESPONSIBILITY

THIRD PARTIES AND PARTNERS

BUSINESS INTELLIGENCE

RECORDS AND DOCUMENTS MANAGEMENT

ASSETS PROTECTION

ANTI-CORRUPTION

GIFTS AND HOSPITALITY

DONATIONS AND SPONSORSHIP

SENSITIVE INFORMATION

INTELLECTUAL AND INDUSTRIAL PROPERTY

ANTI-TRUST

PRODUCT QUALITY AND SAFETY

MONEY LAUNDERING

INSIDER INFORMATION

COMMUNICATION AND REPUTATION

INTERNATIONAL TRADE

The company monitors health

and safety policies and procedures

and safety control measures.

Employees are never allowed to work

under the influence of alcohol or drugs.

WE HAVE THE BEST PROFESSIONALS TO FACE THE CHALLENGES AND TAKE ADVANTAGE OF THE OPPORTUNITIES THAT THE TRANSFORMATION OF THIS INDUSTRY IS PROVIDING. ONLY BY HAVING THE RIGHT PEOPLE WILL WE BE ABLE TO LEAD THIS REVOLUTION. ANY CONTRIBUTION OR IDEA CAN ACHIEVE GREAT RESULTS IF WE PROPERLY IDENTIFY IT AND DEPLOY IT ACROSS THE COMPANY. DIVERSITY IS ONE OF GRUPO ANTOLIN'S GREATEST ASSETS, WHICH WE HAVE TO MANAGE, TAKE CARE OF AND ENHANCE. THE DIFFERENT WAYS OF UNDERSTANDING THE WORLD, TOGETHER WITH THE MANY DIFFERENT EXPERIENCES OF THE EMPLOYEES, BRING UNIQUE VALUE TO A COMPANY AS GLOBAL AS OURS. THEIR CONTRIBUTION MAKES GRUPO ANTOLIN A BETTER COMPANY.

OUR STAFF RESPECTTreating all professionals in Grupo Antolin in a polite, respect-ful and fair manner, as well as the customers, service providers and other stakeholders, applying the company's policies in matters of diversity and tolerance, without any discrimina-tion on the basis of birth, race, color, sex, language, religion, opinion, origin, or any other personal and/or social condition or circumstance.

Not carrying out nor tolerating violent behavior, threats, coer-cion or any form of intimidation or harassment by the man-agers and colleagues or the customers, suppliers or any other agent related to the company.

Striving to create a pleasant and respectful working environ-ment, using the tools provided by the company available to all employees in order to express our degree of satisfaction with the policies and processes of Grupo Antolin.

INTEGRITYBeing honest and trustworthy, basing our competitiveness on the quality of our products and services, avoiding situations that muddy professional and ethical responsibilities, ensuring that any payment, expense or gift by or on behalf of the com-pany is legal and for legitimate purposes, in accordance with the international and national laws against corruption.

CONFIDENTIALITYMaintaining the necessary confidentiality, within the profes-sional ethical framework, in all those aspects relating to the work where it is necessary to maintain professional secrecy, both internally and externally, with suppliers, customers, competitors and potential investors; even after the termina-tion of the labor relationship.

INDEPENDENCEEnsuring our independence, not allowing ourselves to be influenced by factors other than our professional judge-ment, avoiding involving ourselves in any situation or service where, due to a possible conflict of interest or any other circumstances, our impartiality or the objectivity of our judgement may be affected.

WELFARE AND HEALTH AND SAFETY Looking after health and ensuring a healthy and safe envi-ronment by complying with and enforcing the standards and measures on health and safety, as well as responsibly using the Group's resources and facilities, regardless of where the work is carried out; never working under the influence of alcohol, drugs or any other substance that may impair the professional behavior and/or safety of the person them-selves and those who surround them.

Nobody may use, posses, distribute, administer, trans-port, promote or sell legal, illegal or illicit substances, or drugs paraphernalia, in the performance of the company's economic, industrial and commercial activities or in the company's facilities.

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RESPONSIBLE MOBILITYDriving safely, respectfully and responsibly, in accordance with the applicable legislation, road standards and signs and taking the necessary precautions for our own safety and the safety of the passengers in our professional and/or work related journeys.

KNOWLEDGE MANAGEMENTPreserving the knowledge of the company, facilitating its dissemination to other employees in the company and making it available through the knowledge management systems enabled in the company for such purpose.

RESPONSIBLE USE OF RESOURCESUsing the technical and material resources made available by the company with due diligence, in order to prevent damage arising from their misuse, being responsible for both their custody and suitable storage, as well as for ensuring that they are used in ac-cordance with the current internal laws and regulations.

FREEDOM OF EXPRESSIONFeeling that we have the right to express our concerns and points of view through the consultation channels established to ensure the freedom of expression.

Reporting any situation that violates the fundamental prin-ciples and rights of the staff and/or the environment in the companies to which this code applies.

RESPONSIBLE ENVIRONMENTAL BEHAVIORContributing to the continuous improvement of our environmental behavior, integrating the environmental policy of Grupo Antolin into our daily conduct and activities within the company.

HAVING A GOOD IMAGE AND REPUTATIONRepresenting Grupo Antolin in a responsible manner while carrying out our professional activity, always and everywhere, being aware that any action, omission or decision on our part directly or indirectly affects the reputation of the company.

Contributing to the prestige of the Group, avoiding criticiz-ing it, starting or supporting any boycott, negative cam-paign or communication or any other action that harms the company, regardless of its nature or the means used, including the mass media and social networks.

QUALITY IN MANAGEMENT Applying the processes defined by the Organization for achieving objectives in the running of our business and reasonably ensuring compliance with the standards applicable to the company, the effectiveness and efficiency of the operations, the reliability of the information and the safeguarding of the company's assets, staff and information.

Undertaking to achieve the best possible quality as an individual, as a team and as a corporation, always seeking continuous improvement.

RESPECTING THE PRIVACY OF INFORMATIONEnsuring the accuracy and integrity of all the information and communication disseminated internally and externally with due prior authorization from the company.

Respecting the private life of people and refraining from sharing information relating to their professional and/or personal life obtained during the development of their work or professional activity, either informally or by chance.


MAINSTREAMING SUSTAINABILITYIntegrating social, environmental and economic issues into the actions and decisions adopted, taking into account the inter-ests of all parties involved at all times.

BANNING CONTRIBUTIONS IN THE NAME OF GRUPO ANTOLINNot offering or accepting any contributions, payments or any other valuable item on behalf of Grupo Antolin in relation to political candidates, government officials, customers, suppliers or any other person or organization, with the intention of influencing them or obtaining an unfair advantage for the company or on its behalf for its own benefit.

Always precisely documenting, in the systems and records provided by the company, any payment, expense or contri-bution made on the behalf of, by and/or for Grupo Antolin, including expenses and any gift or reward, following the procedures defined by the organization in this regard.

CULTURE OF COLLABORATION AND MANAGEMENT Creating a model for conduct in accordance with the ethical principles contained in this Code and encouraging a positive climate for the transparent exchange of ideas, mutual support and shared information in an open and reciprocal way with sufficient thoroughness that allows us to act and decide.

Offering leadership and guidance that demonstrates to others that respecting the Code is a fundamental element of their work through the continuous communication, notifica-tion and explanation of the obligations and authorizations relevant to their area of work.

ABSENCE OF CONFLICTS OF INTERESTChecking the available information, including financial, on potential business partners and suppliers before establishing business relations with third parties, in order to establish their respectability and the legitimacy of their activities.

Not providing services to competing companies or those in the same sector or undertaking or carrying out business or commercial activities similar to those carried out by Grupo Antolin, which interfere with their obligations and inter-ests towards the Group, cause it harm or imply preferential treatment as a result of the existing relationship that goes beyond the professional area.

Not forming part of the Board of Directors of other com-panies or investing directly or indirectly in the capital of a customer, supplier or other public or private entity of any kind that has relations with the Group, either in the parent company or its subsidiaries; nor taking advantage of their belonging to Grupo Antolin in order to benefit from per-sonal purchases made on the same beneficial terms agreed for Grupo Antolin, unless the contract between these indi-viduals and Grupo Antolin expressly authorizes this and/or it respecting the company's procedures in this regard.

Relying on the members of the team, agreeing on clear, measurable and realistic objectives, giving them their own responsibility, recognizing a job well done and especially valuing the most important achievements, without ceasing to monitor compliance with this code and the standards existing within their area of responsibility.

IT IS THE RESPONSIBILITY OF EVERYONE AT GRUPO ANTOLIN TO APPLY THE CONTENT OF THE CODE OF ETHICS AND CONDUCT APPROPRIATELY, HELPING OTHERS TO DO THE SAME. ALL MANAGERS MUST ENSURE THAT THE EMPLOYEES IN THEIR AREA OF RESPONSIBILITY ARE AWARE OF IT AND COMPLY WITH THE COMMITMENTS AND PRINCIPLES INCLUDED IN THIS CODE. WE WOULD LIKE TO ENCOURAGE YOU TO EXPRESS YOUR CONCERNS AND REPORT, IN GOOD FAITH, WITH IMPARTIALITY AND RESPECT, ANY BEHAVIOR OR SITUATIONS CONTRARY TO THE COMMITMENTS OUTLINED HERE.

THE TRANSPARENCY CHANNEL


Taking Grupo Antolin as a whole as an international business, when we are faced with situations relating to business conduct on international trips, we must consid-er the policies in place in the countries of destination and those of the country of origin so that we can take the right decisions. However, in the event of any doubt, each professional must examine their own conscience to determine the best way to deal with the situation, seeking help from colleagues, managers and, where neces-sary, the company itself, referring the issue to the Compliance Department:

[email protected]

The Transparency Channel is also the means to facilitate the secure formulation of any query about the scope and applicability of the Group's model for organizing and managing criminal risks, as well as for notifying or reporting situations of breach or risk in relation to the conducts regulated by it.

WHAT IS THE TRANSPARENCY CHANNEL? The Transparency or Whistleblowing Channel at Grupo Antolin is the official channel made available to all employees of Grupo Antolin by the company, also accessible to people outside the organization, used to send any com-plaints and/or reports under the scope of this Ethical Code considered neces-sary, including those of an economic, financial and/or accounting nature, that may arise in the running of the business.


IS IT ANONYMOUS? Anyone making a report may identify themselves, providing all the necessary details, or do so anonymously, providing the details of the person being reported. However, this is while at all times guaranteeing the confidentiality of the identity of the complainant and the information provided, preventing any other person from accessing any details that could identify them.

WHO CAN SEE MY REQUEST? This information is only received by the Compliance Department who will be responsible, in view of the details or information provided, for deciding whether to launch the appropriate procedure for each type of request.

This determines whether a complaint is founded and, if it is, the complaint is dealt with following the defined process which will be adapted, where appropriate, to the specific case and country.

Any exchange or transfer of details and information coming from the Transparency Channel between subsidiaries and/or investees of Grupo Antolin considered necessary for the correct analysis and resolution of the reported situation will require the consent and approval of the interested parties from the moment that their request is made official through the Transparency Channel.

The resolution will be communicated exclusively to the interested parties and will be reached following the instructions contained in the action protocol.

HOW LONG DOES IT TAKE TO RESOLVE A COMPLAINT? There is no estimated time as each request is dealt with personally and varies depending on the reported situation, information available, people involved, languages and any other circumstance involved that affect its resolution.

FOR HOW LONG IS THE DATA SAVED? The personal data collected as a result of the process for making a complaint via the Transparency Channel will be deleted as soon as all the internal and/or legal measures resulting from the investigation carried out and necessary for its resolu-tion have been performed.

GUARANTEED PROTECTION Grupo Antolin is committed to supporting a culture in which any legal or ethical concerns may be expressed without fear of reprisal. The company's policy prohibits any form of reprisal, threat or disciplinary and/or discriminatory measures against people who, in good faith, use this channel to report omissions, conduct or behavior that is suspected to be contrary to the current legislation or the principles and policies of the company, including this code.

WHAT IS CONSIDERED APPROPRIATE TO REPORT?In general, any violation, omission or legal or moral attitude that goes against any of the values, commitments or principles contained in the text of the Grupo Antolin Code of Ethics and Conduct, the model for organizing and managing criminal risks or any company policy and the applicable legislation should be reported.

Any type of threat or reprisal against anyone who in good faith has reported any possible infringements or has requested clarification about the application of anything set out in the previous paragraph is considered an infringement.

Additionally, also considered as an infringement will be the behavior of anyone who in bad faith accuses other people of conduct or omissions and/or misuses this channel without any grounds for that, with the sole purpose of personally or professionally harming a person.

WHAT IS THE PROCEDURE TO FOLLOW? The first person to turn to with any queries or doubts regarding compliance or otherwise with this code is your N+1, the local Human Resources Department and/or the Compliance Department.

If the query or doubt regarding the reported event is not dealt with, could compromise the responsibility of the person reporting it, seriously affects the physical or moral integrity of this or another person and/or poses a significant risk to the activity or reputation of the company, the Transparency Channel must be used as the official channel for reporting these types of situations.

HOW CAN I ACCESS IT?These notifications must be made in writing either through the company's website:

https://extranet.grupoantolin.com/Web/GA.CanalTransparencia.Web/Default.aspx?Lang=EN

Or by sending a letter to the following PO Box:

TRANSPARENCY CHANNEL – GRUPO ANTOLIN Apartado de correos 2069 - 09007 Burgos (España).

Email address for questions: [email protected]


GRUPO ANTOLIN HAS CREATED THE COMPLIANCE DEPARTMENT TO ESTABLISH AN EFFECTIVE COMPLIANCE MANAGEMENT SYSTEM THAT COVERS THE ENTIRE ORGANIZATION, ALLOWING IT TO DEMONSTRATE ITS COMMITMENT TO COMPLYING WITH LEGISLATION, INCLUDING LEGAL REQUIREMENTS, CODES AND STANDARDS OF THE ORGANIZATION, AS WELL AS THE STANDARDS OF GOOD CORPORATE GOVERNANCE, BEST PRACTICES, ETHICS AND THE EXPECTATIONS OF OUR STAKEHOLDERS IN GENERAL.

COMPLIANCE DEPARTMENT

ELEMENTS OF THE COMPLIANCE PROGRAM

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3

4

5

6

2

7

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HAVING A HIGH-LEVEL STRUCTURE TO SUPERVISE AND IMPLEMENT COMPLIANCE ACTIONS

EDUCATION AND TRAINING

COMPLYING WITH POLICIES AND PROCEDURES

INTERNAL REPORTING MECHANISMS

MONITORING AND AUDITS

LEVELS OF ACTION AND DISCIPLINARY PROCEDURES

PROCEDURES TO DEAL WITH POSSIBLE COMPLIANCE FAILURES

CONTINUOUS RISK ASSESSMENT

WHO IS RESPONSIBLE FOR THE COMPLIANCE PROGRAM?The GRUPO ANTOLIN governing bodies are responsible for ensuring compliance with the law and the company policies, with the help of the Compliance Director. The Compliance Committee has been established to support these responsibilities.

WHO DOES THE COMPLIANCE DIRECTOR REPORT TO?The Grupo Antolin Compliance Director carries out dual reporting: to the Chief Executive Officer of the company and to the Ethics, Corporate Governance, Compliance and Corporate Social Responsibility Committee.

OBJECTIVES OF THE COMPLIANCE DEPARTMENT- Identifying and integrating compliance obligations into the existing policies,

procedures and processes.

- Providing and organizing continuous training support for the staff, advice and access to resources.

- Implementing a compliance information and documentation system.

- Developing and implementing processes to manage information, such as complaints and/or comments received from hotlines, a complaints/transparency channel or other mechanisms.

- Establishing compliance performance indicators.

- Analyzing performance to identify the need for corrective action.

- Identifying compliance risks and managing them.

- Ensuring that the compliance management system is reviewed at planned intervals.


INTERNAL INVESTIGATION

SITUATION SUBJECT TO POSSIBLE

COMPLAINT

COMPLAINT

RECEIPT OF COMPLAINT BY COMPLIANCE

FOLLOWING OF THE INVESTIGATION PROTOCOL (CIVR)

PREPARATION OF FINAL REPORT

PRELIMINARY INVESTIGATION

IF IT IS NOT DECLARED ADMISSIBLE THE

PROCEDURE IS FILED

IF IT IS DECLARED ADMISSIBLE THE

PROCEDURE CONTINUES

Adoption of the appropriate measures against the ACCUSED in keeping with the

application of the current legislation for this type of behavior, wherever necessary,

or the model for organizing and managing criminal risks where relevant

Monitoring of the reported situation until the risk disappears

Adoption of measures to improve the working environment if necessary

If the complaint was made with the intention of harming another person the relevant action is taken against the

COMPLAINANT in keeping with the application of the current legislation for

this type of behavior, wherever necessary

IF IT IS CONFIRMEDIF IT IS REJECTED

FILING OF THE PROCEEDINGSFILING OF THE PROCEEDINGS

BY POSTTransparency Channel

Grupo Antolin Apartado de correos 2069

Zip Code: 09007BURGOS (SPAIN)

I have read and understand this document and am committed to following and respecting the spirit and letter of the Grupo Antolin Code of Ethics and Conduct.

ACTION PROTOCOL

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30 GRUPO ANTOLIN CODE OF ETHICS AND CONDUCT 31 ON THE WEBSITE

https://extranet.grupoantolin.com/Web/GA.CanalTransparencia.Web/Default.aspx?Lang=EN

EMAIL ADDRESS FOR QUESTIONS

[email protected]

AAPPOINTMENTS AND REMUNERATION COMMITTEECommittee appointed by the Board of Directors chaired by an independent director, responsible, among other broader functions, for appointing the members of the Ethics Committee.

AUDIT COMMITTEEA delegated committee of the Board of Directors, chaired by an independent director, responsi-ble for supervising internal con-trol, risk management, the in-ternal financial report ing management system (FRMS) as well as establishing the appro-priate relationships with external auditors, supervising the process for the preparation and pres-entation of the regulated finan-cial information.

BBRIBERYOffering or receiving any gift, loan, fee, reward or other advantage in relation to any person in order to obtain something from them, gen-erally illegal or immoral.

CCHILD LABORAny work or service performed un-der the general minimum age for admission to work or employment, which is 15 years (13 for light work) and 18 years for dangerous work (16 under certain strict conditions). There exists the option to first es-tablish the general minimum age at 14 years (12 for light work) when the economy and educational ser-vices are insufficiently developed.

CODESet of rules or order on any matter.

CODE OF BUSINESS ETHICSDocument voluntarily written by a company which sets out a series of principles and behaviors that must be followed and observed by the entire workforce of a com-pany or business.

COLLECTIVE BARGAININGVoluntary process through which employers and employees freely discuss and negotiate their rela-tionship, in particular the terms of employment and working con-ditions. It involves the employers themselves or their organizations, and the unions or, in their absence, representatives freely appointed by the employees.

COMPLIANCE COMMITTEEA multidisciplinary body which helps the Compliance Department to take the “pulse of the business”, to identify the obligations of the compliance management system and translate them into viable pro-cesses in its units, participating in the definition and implementation of the activities for the operation of the system.

COMPLIANCE MANAGEMENT SYSTEMFocused on preventing, detecting and responding in an orderly and systematic way to the risks related to the rules on conduct, in an in-tegrated manner and including all the regulatory frameworks.

COMPLICITYInvolvement in any case of abuse, situation or activity that is illicit or contrary to the ethical principles of conduct which the staff, com-panies, governments or other types of entities are undertaking.

COMMITMENTDeclaration of principles, a prom-ise or keeping to your word, for-malized by means of an agreement, promise or contract.

CONDUCTSet of actions with which a human being responds to a situation.

CONFIDENTIALITYOwnership of the information, which ensures that only authorized staff can access this information.

CONFLICT OF INTERESTS -Institutional. Arises when, as a result of other activities or rela-tionships, an organization can-not provide impartial services, when the objectivity of the or-ganization to carry out the work corresponding to the mandate is or may be affected, or the or-ganization has an unfair com-petitive advantage. Personal. A situation in which the private interests of a person -such as external professional relations or personal financial assets- interfere or may be un-derstood to interfere with the carrying out of their official or professional duties.

CORRUPTIONAbuse or misuse of the entrusted power, duties and/or resources for their own benefit, be it financial or otherwise.

DDISCRIMINATIONAny distinction, exclusion or pref-erence that causes rejection or inequality in opportunity or treat-ment as a result of race, color, sex, religion, political opinions, nation-ality of origin, social background or any other personal and/or social circumstance.Indirect. Situation in which an ap-parently neutral provision, standard or practice places some people at a particular disadvantage compared to others, unless that provision, standard or practice can be objec-tively justified as having a legitimate purpose and that the means to achieve this purpose are necessary and appropriate.

DIVERSITYVariety, dissimilarity, difference, distinction between large numbers of different people, animals or things.Cultural diversity. Reflects the multiplicity, coexistence and in-teraction of the different cultures in the world and that therefore form part of the common heritage of mankind in certain areas.

EEQUALITYUniversal legal principle that recog-nizes that all people are equal in rights and opportunities in the eyes of the law, which must take into account the differences between individuals and groups.

ETHICS, CORPORATE GOVERNANCE, COMPLIANCE AND CORPORATE SOCIAL RESPONSIBILITY COMMITTEEA delegated committee of the Board of Directors, chaired by an inde-pendent director, responsible for supervising among other items: the compliance program, compliance with the internal codes of ethics and conduct, the company’s cor-porate governance rules and the assessment of non-financial risks, including those of compliance.

EXTORTIONAct of asking or enticing another to commit bribery, accompanying this demand with threats that endanger the personal integrity or lives of the people involved.

FFORCED LABORAny work or service obtained from a person under the threat of any penalty and for which that individ-ual has not offered themselves voluntarily.

FREEDOM OF ASSOCIATIONRespect for the right of all employers and workers to freely and voluntarily create groups in order to promote and defend their professional interests, and to join these groups.

FREEDOM OF EXPRESSIONFundamental right to freely speak, express and share one’s own thoughts.

GGLOBAL COMPACTInternational initiative that promotes the implementation of 10 univer-sally accepted principles to promote corporate social responsibility (CSR) in the areas of Human Rights, Labor Standards, the Environment and the Fight against Corruption in the busi-ness activities and strategies of companies.

HHUMAN RIGHTSRights inherent to all human beings, irrespective of nationality, place of residence, sex, national or ethnic origin, color, religion, language, or any other condition. These rights are interrelated, interdependent and indivisible.

IILOInternational Labor Organization. Tripartite United Nations organization founded in 1919 dedicated to pro-moting labor rights, enhancing de-cent employment opportunities, improving social protection and strengthening the dialog in address-ing work- related issues.

IMPACTAny type of contingency or event that may cause or result in damage.

INVESTEE COMPANYEntity in which another company with 50% or less of the share capital participates but does not exercise control.

MMODEL FOR ORGANIZING AND MANAGING CRIMINAL RISKSStructured and organic system of procedures and control activities, which should be carried out in a preventative manner, aimed at pre-venting and/or detecting the carry-ing out of different types of crimes that may generate criminal liability for the legal entity.

MONEY LAUNDERINGSet of mechanisms or procedures designed to give the appearance of legitimacy or legality to goods or assets that are the proceeds of crime.

NN+1The direct manager of the employee.

OOECDFounded in 1961, the Organization for Economic Co-operation and Development (OECD) brings togeth-er 34 member countries and its mission is to promote policies that improve the economic and social welfare of people around the world.

GLOSSARY OF TERMS


This Code replaces all previous Codes of Ethics and Conduct and completes the policies and guidelines that govern our companies. Any organizational and functional changes have been reflected in the update to the text approved by the

board of directors in its session held on October 8, 2015.

Compliance with the code is a condition for forming part of the team of professionals at Grupo Antolin. However, this conduct requirement does not imply an employment contract or a job offer.

Grupo Antolin prefers to work and interact with people, groups of people, institutions or any other form of organization that share the principles and commitments contained in this code; encouraging the adoption of international

standards of conduct and action in line with that described in this document.

This code does not specifically address each and every one of the situations that could arise in the running of our business. It also does not provide a list of responses to be able to deal with all the business situations that could

occur on a daily basis, nor can it replace common sense when deciding how to act or behave.

Grupo Antolin reserves the right to review, amend and update the content of this code or its sections at any time, in order to make it more flexible to the changing expectations and needs of the company, its stakeholders, the current legislation and

the commitments acquired in any or all of the matters contemplated in it.

The content of the Ethical Code may not be unilaterally amended as this is the exclusive responsibility of the Compliance Director and the Compliance Committee which, where necessary, will establish the corresponding local

appendix in order to complement it and meet local demands in each specific matter.

Any amendment, whole or part, of its content will be communicated promptly to all its recipients, again obtaining their adherence to the procedures and systems designed for such purpose.

The original language of this document is Spanish (Castillian). The text is available in the languages of the countries in which Grupo Antolin operates, in order to facilitate its understanding and acceptance by the entire workforce. In the event of any

conflict, the reference document is the Spanish version which will prevail over all others.

This publication is the property of Grupo Antolin. For any queries concerning the Code or its content, please contact:

GRUPO ANTOLIN – Compliance Director Ctra. Madrid-Irún, km. 244,8

09007 BURGOS – SPAIN Tel.: +34 947 47 77 00 Fax: +34 947 48 49 19

E-mail: [email protected]

www.grupoantolin.com

PPATRONAGESupport in monetary form or in kind given to the community for carrying out various projects of a social, cul-tural and scientific developmental nature, as well as for environmental preservation, which operate more qualitatively and over the long-term to improve the image of the com-pany that is doing the sponsoring.

PREVENTIONAdoption of measures, even before having completed scientifically prov-en tests, which help to prevent a delay in the application of these measures being able to eventually cause injury or damage.

RREPUTATIONStrategic asset based on the fa-vorable perception of the compa-ny by the different stakeholders.

RISKProbability of an adverse event, impact or consequence occurring.

SSOCIAL ACTIONConduct or practice of the person or company who has influence over the conduct or practice of other individuals, companies or society in order to meet basic needs that, for different reasons, a group of the population cannot meet and that contributes to the development and progress of society.

SPONSORSHIPForm of communication that ena-bles a brand to be directly linked to an event that is attractive to a cer-tain audience, in order to increase the recognition and image of the company and/or its products in the short-term.

STAKEHOLDERSEntities or individuals that may be significantly affected by the activities, products and/or services of Grupo Antolin; and whose actions may affect, within reason, the ability of Grupo Antolin to successfully de-velop its strategies and achieve its objectives. We differentiate between six main groups: Shareholders, Cus-tomers, Employees, Investors, Sup-pliers and Society.

SUBSIDIARY COMPANYEntity controlled directly or indi-rectly by a parent company, either because the latter holds more than 50% of the share capital or voting rights, or because it effectively con-trols its management.

SUSTAINABILITYSustainable quality, especially refer-ring to the characteristics of devel-opment that meet the needs of the present without compromising the needs of future generations.

UUNIVERSAL DECLARATION OF HUMAN RIGHTSCommon ideal through which all people and nations must strive so that, both the individuals and the institutions constantly being inspired by it, promote, through teaching and education, respect for these rights and freedoms and ensure, through national and international progressive measures, their univer-sal and effective recognition and application, in terms of both the populations of the Member States and those of the territories placed under their jurisdiction.

TTHE ENVIRONMENTSurroundings formed by natural and artificial elements that are interre-lated and modified by human or natural action; in which the life of living beings is developed and allows their interaction, determines the way of life of society and includes the natural, social and cultural values that exist in a given place and time.

TRANSPARENCY CHANNELOfficial channel made available to all employees of Grupo Antolin by the organization, also accessible to people outside the company, used to send any complaints and/or re-ports under the scope of this Ethical Code that are considered necessary, including those of an economic, financial and/or accounting nature, that may arise in the running of the business.

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