Anti-Corruption Policy

Definitions

For the purposes of this Anti-Corruption Policy, the following definitions apply:

Ethics and Compliance Committee: The Ethics and Compliance Committee is the body appointed by the Administrator, responsible for ensuring regulatory compliance within the organization.

Gift: A gift may be defined as any item of value that is offered or received without the expectation of payment or direct return. This includes, but is not limited to, material goods, services, hospitality (such as meals or entertainment), discounts not available to the public, and personal favours.

Corporate Gift: A corporate gift is considered any item of value that is given or received openly and transparently as a symbol of courtesy or gratitude. An example of a corporate gift may be the offering of a corporate calendar, pens, or other items related to FAE‘s activity, with symbolic and economically insignificant value.

Hospitality: Refers to any courtesy, generally of a social nature, that is offered or received in a business context, related to or because of FAE’s activity. An example of hospitality may be offering a meal to a third party with whom there is a business relationship, following a work meeting or during a meeting where business matters are discussed.

Business Partners: A business partner is considered any individual or legal entity with whom FAE maintains or plans to maintain a business relationship, including suppliers, service providers, strategic partners, or agents.

Third Parties: A third party is considered any individual or legal entity acting independently from FAE.

Bribery: Bribery is the offer, promise, authorization, or acceptance of any undue monetary gift or any other benefit or advantage to a public official, directly or indirectly, with the aim of obtaining or retaining business or any other improper benefit or advantage.

Bribery also includes receiving, requesting, offering, or accepting an unjustified benefit or advantage, in one’s own name or through an intermediary, in exchange for unduly favoring another in the acquisition or sale of goods, procurement of services, or commercial relationships.

Corruption: Corruption consists of the abuse of power for personal gain.

Conflict of Interest: A conflict of interest is considered any situation in which the personal interests of a member of the organization may interfere in such a way that their professional decision-making, on behalf of or for the organization, is compromised.

Public Official: For the purposes of this Policy, a public official is any person who, by law, election, or appointment by a competent authority, participates in the exercise of public functions or is employed by any government entity, public company, or entity financed with public funds, at the local, regional, national, or international level. This definition includes any candidate or person running for public office.

FAE: For the purposes of this Policy, any reference to FAE applies to both FRANCISCO ALBERO SAU and FAE CERVERA SL and may be extended to any business partner of these two companies, as required by the Ethics and Compliance Committee. In this regard, all representatives and collaborators of the aforementioned companies must comply with this Policy.

Purpose of the Anti-Corruption Policy

This Policy aims to reaffirm FAE’s commitment to complying with ethical standards in the selection, offering, and receipt of corporate gifts and hospitality within the legal framework.

In this regard, FAE promotes the establishment of business relationships in an ethical, transparent manner and in compliance with the law.

This Policy is issued in furtherance of FAE’s Code of Ethics and Conduct and forms part of the Criminal Compliance Management System, following the guidelines of the international standard ISO-UNE 37001 on Anti-Bribery Management Systems.

Scope of Application

This Policy is mandatory for all executives, employees, and individuals under an employment relationship or who, in any way, perform activities on behalf of FAE, regardless of their position or role.

This Policy also applies to individuals or legal entities that engage with FAE. The Ethics and Compliance Committee will determine in which cases control measures must be implemented in this regard.

The Anti-Corruption Policy will be available to all obligated parties and to any third party with a legitimate interest in it.

Acceptable corporate gifts and hospitality

Obligated parties may accept or offer a gift or hospitality, provided that:

• It is a corporate gift
• Its economic value
  • (i) is financially insignificant, and
  • (ii) is not considered or does not appear to be inappropriate for the situation
• Comply with FAE’s Gift and Hospitality limits

In case of doubt as to whether offering or receiving a particular corporate gift or hospitality constitutes a breach of this Policy, prior consultation with the Ethics and Compliance Committee must be made before offering or receiving it.

Bribery situations

Obligated parties are expected to always act with integrity and to prevent any situation that could be considered or appear to be bribery.

If a gift or hospitality is requested that could constitute or appear to be bribery, it must be declined and reported to the Ethics and Compliance Committee.

Gifts or hospitality received in violation of this Policy must be immediately rejected or returned, and the Ethics and Compliance Committee must be informed. If returning the gift is not possible, it must be handed over to the Ethics and Compliance Committee, which may choose to:

• Return it to the person or entity that sent it, explaining that it is contrary to this Policy, or
• Allocate it for social purposes, keeping a record of the situation and informing of its final recipient

Requests for gifts in situations of threat or danger to physical integrity

If a third party requests a gift or hospitality from an obligated party that could constitute or appear to be bribery, and due to the circumstances, it is not possible to refuse at that moment, the obligated party must act in a way that ensures their personal safety and physical integrity.

The situation must be reported to the Ethics and Compliance Committee within 48 hours of the request for the gift or hospitality, or as soon as it is reasonably possible.

The Ethics and Compliance Committee will take the necessary protective measures for the person reporting the situation and will notify the authorities when required.

Value limits

Corporate gifts and hospitality offered or received must comply with the provisions established by the Ethics and Compliance Committee. They must not exceed a value of €100 per gift or occasion, nor accumulate a total value exceeding €200 over the course of one year.

In the case of received gifts that exceed these limits, they must be reported to the Ethics and Compliance Committee.

Due dilligence

Those responsible for the procurement area must ensure that the suppliers and third parties with whom FAE engages as suppliers, service providers, or strategic partners:

• Act in accordance with the principles and values set out in FAE’s Code of Ethics and Conduct;
• In the case of legal entities, have appropriate and reasonable anti-bribery control and oversight procedures within their own organizations
• In the case of individuals, have a suitable profile and have not been convicted by a competent court for practices that may be considered corrupt

Internal Whistleblowing Channel

Any information related to possible acts of corruption may be reported directly to the Ethics and Compliance Committee or through FAE’s Internal Whistleblowing Channel.

Individuals who report situations related to possible acts of corruption in good faith will be granted the protection and non-retaliation measures established in Law 2/2023 of February 20, regulating the protection of persons who report regulatory violations and the fight against corruption, provided they meet the requirements set forth in said law and in any other applicable legislation on the matter.

Questions and interpretation of the Anti-Corruption Policy

Obligated parties who have doubts, require additional information, or need clarification regarding this Policy may contact the Ethics and Compliance Committee.

Investigations and disciplinary regime

The Ethics and Compliance Committee will investigate any situation related to the compliance with this Policy of which it becomes aware.

If signs of non-compliance with this Policy or with anti-bribery and anti-corruption regulations are detected, the Committee will recommend to the Administrator the implementation of the corresponding sanctions, which may include disciplinary measures in accordance with the Estatuto de los Trabajadores (Spanish Workers’ Statute) and applicable collective agreements, in the case of employees; or the termination of the commercial relationship and the activation of indemnity clauses in the case of contractual relationships.

This is without prejudice to any potential individual criminal liability that may arise from the non-compliance, which will be investigated by the relevant authorities.

Oversight

The Ethics and Compliance Committee shall be responsible for ensuring proper compliance with this Anti-Corruption Policy, as well as for its update and review when there are regulatory changes, organizational changes, or when circumstances so require.

Validity

The Anti-Corruption Policy was approved by the Administrator of FAE on April 4, 2025