• ANTI-CORRUPTION
    POLICY
Objective This Anti-Corruption Policy arises from the desire of MONTEPINO LOGÍSTICA, S.L. (henceforth "MONTEPINO") to prevent conduct which, in addition to being susceptible to resulting in a possible criminal act against the Criminal Code, goes against MONTEPINO's mission and values.
Scope This Policy is intended to serve as a guide for all directors, employees, providers, distributors and other collaborators of MONTEPINO, its affiliated companies and Valfondo Gestión, S.L., henceforth the "Management Company", so that together, they can contribute to the creation, development and consolidation of ethically sustainable commercial policies, which ensure free and fair competition in the market.
Definitions Corruption: Includes any behaviour which aims to solicit, bestow or receive any unwarranted gift, benefit or advantage, such as remuneration to ensure favourable treatment.

Corruption may be:
- Private, if the person soliciting and/or receiving the gift, benefit or advantage is the director, administrator, employee or collaborator of a commercial company, association, foundation or organisation.
- Public, if the person soliciting and/or receiving the gift, benefit or advantage is a public official.

Gift: For the purposes of this Policy, a "gift" shall be considered to be any good which has been promised, offered, made available, solicited or accepted by the administrators, directors, employees and/or commercial collaborators of MONTEPINO, its affiliated companies or its Management Company, whether directly or through a third party.
Records c:\datos\00.corporativo\corporate compliance montepino
Responsibilities As established in the Statute for Workers' Rights and applicable agreements


1. SCOPE OF APPLICATION

This Anti-Corruption Policy is intended to serve as a guide for all directors, employees, providers, distributors and other collaborators of MONTEPINO, its affiliated companies and its Management Company, so that together, they can contribute to the creation, development and consolidation of ethically sustainable commercial policies, which ensure free and fair competition in the market.

For this reason, all administrators, directors, employees and representatives – in short, all physical or legal persons who provide or will provide services to these companies – must comply with the provisions established in this Anti-Corruption Policy to prevent and deter conduct which, in addition to being susceptible to resulting in a criminal act against the Criminal Code, clearly goes against MONTEPINO's mission and values.


2. GIFTS

2.1 How can we accept and/or send gifts?

The acceptance and/or sending of gifts by the administrators, directors, employees or commercial collaborators of MONTEPINO, its affiliated companies or its Management Company shall only be permitted in the cases indicated and under the conditions detailed below:


✓ Offering
✓ Promising
✓ Sending

Gifts, presents, personal benefits, economic compensation and/or donations
Worth
under €50
Considered to be courtesy gifts and permitted.
Worth
between €50 and €150
Previous communication with the Compliance Officer is required.
Worth
over €150
Previous communication with and the authorisation of the Compliance Officer is required.


✓ Accepting

Gifts, presents, personal benefits, economic compensation and/or donations
Worth
under €50
Considered to be courtesy gifts and permitted.
Worth
between €50 and €150
Previous communication with the Compliance Officer is required.
Worth
over €150
Previous communication with and the authorisation of the Compliance Officer is required.

When required, communication with the Compliance Officer shall be carried out through the completion of the forms found in Annexes I and II to this Policy, which relate to the sending or acceptance of a gift, respectively.

Sin perjuicio de lo anterior, Notwithstanding the above, under no circumstances shall the offering, promising, sending and/or acceptance of gifts, presents, donations, personal benefits and/or economic compensation be accepted when these:

- Are intended as bribery;

- Are sent by or received from public officials, whether national or foreign, leaders of political parties, public service employees and/or candidates for these positions;

- Are intended to influence the person receiving them to make, not make or withdraw decisions which compromise their impartiality and good judgement;

- Are made in consideration of the position of the person receiving them;

- Exceed the quantities or concepts referred to above;

- Are made during or immediately following a public or private hiring process or competition involving MONTEPINO, its affiliated companies or its Management Company;

- Do not meet all the requirements or conditions established in this Policy.

Furthermore, the provision of personal addresses or any address other than that of MONTEPINO, its affiliated companies or its Management Company to providers and other commercial companies for the purpose of receiving gifts is strictly prohibited.

MONTEPINO, its affiliated companies and its Management Company invite all its administrators, directors and employees who have received a gift which is permitted in accordance with the provisions of this Policy to bring it to their respective Administration Department so that it can be shared among all the company employees, as applicable, by means of a lottery.

When delivered, said gift will be recorded using the form found in Annex II to this Policy, which will be signed by both the collaborator and by the representative of the Management Company's Administration Department (or, if there are future changes to the current company structure, by the representative of the Administration Department of the company in the group which they belong to), thus expressly recording its receipt.


2.2 What about merchandising products?

Generally speaking, the offering and/or acceptance of merchandise, namely objects featuring distinguishing signs and which have a commercial, promotional or symbolic aspect to them, is permitted.


2.3 And promotional expenses?

For the purposes of assigning resources to celebrate events and run promotional campaigns, the Sales Department of MONTEPINO's Management Company shall be provided with an annual budget for promotional expenses.

The prior authorisation of the Compliance Officer is required for promotional expenditure. This authorisation must be requested specifying (i) the amount of expenditure required and (ii) how this money shall be spent, providing details on the type of promotional event or activity intended.

If the intention is to spend the promotional expenditure on gifts to clients, providers and other commercial partners, it must comply with all the provisions established in section 2.2 of this Policy. Notwithstanding the foregoing, the Sales Department of the Management Company shall be responsible for documenting the sending and receipt of the gifts in question through the corresponding letter found in Annex III.


2.4 Are charitable donations and sponsorships permitted?

MONTEPINO, its affiliated companies and its Management Company may provide economic support and sponsor causes with legitimate purposes, including charitable projects, sports or cultural events, etc. provided that the provision of such support has been approved by the Compliance Officer, who shall also solve any relevant issues that may arise.


2.5 And donations to political parties?

Donations to political parties and unions are understood to mean donations of money or similar goods (such as the provision of installations, products or services) with the intention of supporting political parties, candidates or initiatives.

Any type of donation, whether direct or indirect, to political parties or unions in the name of MONTEPINO, its affiliated companies or its Management Company, or which could be inferred to be carried out on behalf of or in the interest of these companies, is strictly prohibited.


3. CONFLICTS OF INTEREST

Members of staff and persons linked to the companies – understood to mean administrators, directors, providers and collaborators – must avoid conflicts of interest, always putting the interests of MONTEPINO, its affiliated companies and its Management Company above individual interests. To this effect:

- Any employee of MONTEPINO, its affiliated companies or its Management Company who does or intends to do business with a commercial company on behalf of the aforementioned companies, must declare in writing any conflict of interest against themselves or any person related to them which may arise from said business.

- Whenever those individuals bound by this obligation find themselves in a situation in which a conflict of interest could arise, they must report this to the Compliance Officer who shall tell them how to proceed.

- Moreover, members of staff who, due to their position or role at MONTEPINO, its affiliated companies or its Management Company, must make financial or strategic decisions, must request the authorisation of the Compliance Officer to make payments to and/or hire commercial companies, associations or charitable organisations outside of MONTEPINO, its affiliated companies or its Management company, including administrators, advisers, directors and/or consultants.


4. RELATIONSHIPS WITH THIRD PARTIES

4.1 What are the procedures for signing contracts with possible providers?

MONTEPINO, its affiliated companies and its Management Company are committed to initiating and maintaining commercial relationships exclusively with qualified, reliable and trustworthy providers.To honour this commitment, reasonable measures must be implemented to verify the qualifications and integrity of each provider before entering into a binding commercial relationship.

To ensure maximum impartiality and objectivity when selecting providers, the following minimum requirements must be met:

- Receive sufficient offers (a minimum of three) which meet the requirements of the area in question and which must clearly specify the price of the good or service proposed. If it is not possible to obtain three offers, or this cannot be achieved in a timely manner due to the nature of the good or service in question, the reason for this must be justified.

- Follow the evaluative processes for providers and encourage, as far as possible, invitations to potential new providers. The providers and the offers made must always be documented.

- Select the most favourable offer (that is, the offer which would provide the best quality to price ratio), specifying the reasons for this selection if not based solely on price.

Notwithstanding the above, MONTEPINO maintains very good relationships with certain providers due to the confidence instilled by their favourable provision of services to the company over a long period of time. To this effect, Annex IV to this Policy contains a list of those providers which, due to this instilled confidence, the quality of their services and their price, are to be prioritised by MONTEPINO when awarding contracts for these services.

All acquisitions of goods or services must be documented through the corresponding contracts, which must be filed in the relevant record once completed.

There must be a record containing all purchase orders, provider files, corresponding invoices and signed contracts.

MONTEPINO, its affiliated companies and its Management Company shall ensure that all contracts with providers include an anti-corruption clause, expressed in the terms found in Annex V to this Policy. If the provider requests the inclusion of their own anti-corruption clauses, the Compliance Officer must review and authorise said clauses.

Furthermore, if providers request that their invoices be paid through bank transfers to bank accounts different to those found in the company records, the company must request a bank certificate prior to payment which verifies their status as the holder of the provider's new account. Such certificate can be found in Annex VI to this Policy.


4.2 Can I approach or negotiate with Public Authorities on behalf of MONTEPINO?

Only persons authorised by MONTEPINO, its affiliated companies or its Management Company may approach and/or negotiate with Public Authorities, both national and international, in accordance with the powers awarded to them in each case.

The list of persons authorised to approach and/or negotiate with Public Authorities can be found in Annex VII to this Policy.

MONTEPINO, its affiliated companies and its Management Company strictly prohibit their employees from interacting with Public Authority representatives, whether national or international, on behalf of the company, or to negotiate with the same, without the prior express authorisation of the Compliance Officer.


5. COMPLIANCE WITH THE ANTI-CORRUPTION POLICY

5.1 Do I have to comply with the rules contained in the Anti-Corruption Policy?

This Policy was approved by the MONTEPINO Administrative Board on 25 November 2019, the date of its entry into force.

Compliance with this Policy is mandatory for all administrators, directors, employees and commercial collaborators of MONTEPINO, its affiliated companies and its Management Company.

Failure to comply with this Policy may lead MONTEPINO, its affiliated companies or its Management Company to take the corresponding disciplinary action against their respective employees and, if necessary, to apply the relevant penalty, in accordance with the severity of the non-compliance and within the applicable legal framework as per the Statute for Workers' Rights and Collective Agreements.

In this regard, the Compliance Officer shall coordinate with the Management Company department responsible for those Human Resources duties (or if the current company structure should change in the future, with the corresponding department in MONTEPINO or its affiliated companies) relating to members of staff in their respective areas, respecting in all cases the principle of proportionality and preserving the concerned party's rights of defence, who may account for the events in the terms laid out in the Protocol for managing, investigating and responding to reports approved by the Compliance Officer on 25 November 2019.

Staff members and physical or legal persons linked to MONTEPINO, its affiliated companies and its Management Company who have witnessed conduct which is inappropriate, unsatisfactory or likely to be in breach of this Policy are obligated to report any inappropriate behaviour or breach through the reporting channel provided by the Compliance Officer to that effect (This email address is being protected from spambots. You need JavaScript enabled to view it.) the safeguards and principles governing the use of said reporting channel always being respected.


5.2 Does the Compliance Officer review the contents of the Anti-Corruption Policy?

The Compliance Officer will review the contents of this Policy annually, so as to guarantee its full compliance with the legislation in force and international standards relating to anti-corruption and regulatory compliance, notwithstanding revisions which may be made as a result of complaints received through the reporting channel provided to this effect.

Notwithstanding the foregoing, should there be a significant legal or organisational change or a change of any other nature which justifies revising or updating this Policy, the Compliance Officer shall immediately proceed to undertake said revision or modification.


5.3 Any questions?

Remember, if you have any questions regarding the contents or application of this Policy, you may get in touch with the Compliance Officer directly by sending your questions to the following email address:


This email address is being protected from spambots. You need JavaScript enabled to view it.

















ANNEX I

INFORMATION FORM FOR SENDING GIFTS AND DONATIONS


Name of the person sending the gift
Position held in the company and department they are affiliated with
Full description of the gift and/or donation
Approximate value of the gift and/or donation
Receiver of the gift and/or donation: first name, surname, company they belong to and position held
Do you know whether a gift and/or donation has been sent to the same company or person on behalf of the staff or directors of MONTEPINO LOGÍSTICA, S.L., its affiliated companies or its Management Company within the last 12 months?
Reason for sending the gift and/or donation
Expected date to send the gift and/or donation

This form is to be submitted along with a document verifying the value of the gift and/or donation in question.






________________________________________________________________

Signed: The employeeSigned: The company

















ANNEX II

INFORMATION FORM FOR ACCEPTING GIFTS AND DONATIONS


Name of the employee/director receiving the gift
Position held in the company and department they are affiliated with
Full description of the gift and/or donation received
Approximate value of the gift and/or donation
Sender of the gift and/or donation: first name, surname, company they belong to and position held
Do you know whether a gift and/or donation has been accepted from the same company or person on behalf of the staff or directors of MONTEPINO LOGÍSTICA, S.L., its affiliated companies or its Management Company within the last 12 months?
Date upon which the gift and/or donation was received





________________________________________________________________

Signed: The employeeSigned: The company

















ANNEX III

FOR SENDING MERCHANDISING PRODUCTS


Zaragoza, on the [...] of [...] , [...]


Subject: sending and shipping gifts





Dear [...]:

By means of this letter, we are pleased to send you [type of gift], with a value of €[...]. €.

We would like to inform you that the sending of this gift is for purely commercial and promotional purposes, being considered a merchandising product in accordance with what is established in MONTEPINO Corporate Compliance internal policies.

In order to record the receipt of this gift, we would be grateful if you could confirm safe receipt by sending us a letter or email to one of the following addresses: [insert postal address and email address].


Yours sincerely,






________________________________

[Signature and position of company representative]

















FOR SENDING GIFTS WHICH ARE NOT CONSIDERED TO BE MERCHANDISING PRODUCTS


Zaragoza, on the [...] of [...], [...]


Subject: sending and shipping gifts





Dear [...]:

By means of this letter, we are pleased to send you [type of gift], with a value of €[...]. €.

The sending of this gift is in full compliance with the MONTEPINO internal Corporate Compliance and anti-corruption policies in force. We therefore inform you that, in the interests of the commitment our company has undertaken to prevent and fight against any practices which go against the principles and ethical values our company activity is based upon, the MONTEPINO Compliance Officer was informed of the sending of this gift in advance [and has given their authorisation].1.

In order to record the receipt of this gift, we would be grateful if you could confirm safe receipt by sending us a letter or email to one of the following addresses: [insert postal address and email address].


Yours sincerely,






________________________________

[Signature and position of company representative]




________________________________

1 Only applicable in such cases where, in accordance with the Anti-Corruption Policy, the prior authorisation of the Compliance Officer is required to send the gift.

















ANNEX IV

LIST OF PROVIDERS WHOSE CONTRACTS ARE TO BE PRIORITISED


IGEOSUMA S.L. GEOLOGIST
EMPRESA PARA LA GESTIÓN DE RESIDUOS INDUSTRIALES, S.A. POLLUTION
AIP 2001 INGENIERIA Y PROYECTOS S.A. CIVIL ENGINEERING
ACTUACIONES DE INGENIERIA Y PROYECTOS S.L. ARCHITECT
TOPOGRAFÍA Y CARTOGRAFÍA S.L. SURVEYOR
















ANNEX V

ETHICAL CLAUSES FOR CONTRACTING PROVIDERS AND OTHER PERSONS LINKED WITH MONTEPINO


"[The provider] confirms they have been duly informed of the contents of the Ethical Code approved by MONTEPINO, which contains the values, principles and ethical standards upon which the activities of both the company and its employees, directors and administrators are based.

Moreover, [the provider] confirms that they have been duly informed of the contents of MONTEPINO's Anti-Corruption Policy, which puts into practice the guidelines found in the Ethical Code relating to the prevention of this crime.

[The provider] confirms that they have been duly informed of MONTEPINO's commitment that its commercial collaborators and other third parties to which it relates maintain standards of behaviour in accordance with both the values found in the Code and with the regulations set out in the Anti-Corruption Policy, and therefore any modification which affects these documents shall be published on the MONTEPINO website: www.montepino.net/EN

[The provider] and MONTEPINO agree that strict compliance with the Ethical Code and Anti-Corruption Policy by both [the provider] and any third parties to which it is linked constitutes an essential condition for the satisfaction of MONTEPINO's interests, in virtue of this contract. Therefore, violations of these policies shall be considered a fundamental breach or otherwise a resolutory condition agreed upon by both parties.

As a result, and having been duly informed of the contents of the aforementioned documents, [the provider] agrees to said conditions, being expressly obligated to comply with and ensure compliance with the contents of MONTEPINO's Ethical Code and Anti-Corruption Policy.

Non-compliance with the Ethical Code and/or the Anti-Corruption Policy by [the provider], whether directly or indirectly through third parties to which it is linked, shall lead MONTEPINO to issue [the provider] with a written warning. If said non-compliance is not rectified within a maximum period of five (5) business days, MONTEPINO shall have the right to terminate this contract immediately and unilaterally, without prejudice to the compensation owed by [the provider] for the damages they have inflicted."

















ANNEX VI


REQUEST FOR A CHANGE OF BANK ACCOUNT BY PROVIDERS/COMMERCIAL PARTNERS

Providers or commercial partners of MONTEPINO who wish to make a change to their bank account used for the payment of invoices must request this in writing through the use of the form below and must include a bank certificate verifying their status as the holder of the bank account to which they wish to change. The Administration Department of MONTEPINO LOGÍSTICA, S.L.'s Management Company (VALFONDO GESTIÓN, S.L.) shall be responsible for filing these forms and also the aforementioned bank certificates.

FORM TO REQUEST A CHANGE OF BANK ACCOUNT


Name of provider/commercial partner
ID number/tax ID number
Current account number
Account number of the bank account you wish to change to
Can you confirm that you are the holder of the bank account you are requesting to change to?


The provider/commercial partner thus provides a copy of the bank certificate issued on the __ of _______, ____, by the company ________________, thus verifying the status of the requesting party as the holder of the bank account to which they wish to change.


Name of provider/commercial partner:

In ____________, on the __ of _______, ____.




________________________________

(Signature of the provider/commercial partner)

















ANNEX VII

LIST OF PERSONS AUTHORISED TO APPROACH AND NEGOTIATE WITH PUBLIC AUTHORITIES


JUAN JOSÉ VERA
SERGIO ASÍN
JESÚS MORLANS
CARLOS ALLÚE