Rules of Behaviour in respect of Incentives, Gifts orInvitations

Introduction 4Scope of application 4Development 5Communication and disciplinary measures 8

Index

Rules of Behaviour in respect of Incentives, Gifts or Invitations4

Last 20th January 2014, the latest version of the Code of Ethics and Conduct entered into force. The Code provides for the minimum standards of behaviour that are demanded from our employees in every location where the Group operates, for the purpose of conducting our business activities in a fair, honest, transparent manner. We are a global company operating in many countries with different cultures, thus interpreting and implementing some sections of the Code might be conditioned by the local customs and culture , giving rise to not-entirely-homogeneous interpretations.

Our goal is to comply with the law, rules and regulations governing activities that involve bribery and corruption in every country in which we operate, and to regard such actions as unlawful. Local practice will by no means justify any behaviour deviating from such principles.

To us, fighting corruption is part of our principles, as well as our social corporate responsibility, and is based on zero tolerance towards such attitudes. It is a key issue in the Code of Ethics and Conduct, covered in sections “Our business integrity and competitiveness” and “Our suppliers”, both focused on preventing corrupt practices.

As signatories of the Global Compact, we acknowledge and encourage compliance with Principle 10, “Companies must fight corruption in all its forms, including extortion and bribery”.

It is our concern to prevent similar conflicts and their legal, social, economic and ethical consequences , and such concern has given rise to a number of initiatives, which include the drafting of this internal guide, whose goal is to clarify and complement some aspects relevant to these issues, mainly those deriving from accepting gifts, invitations or influence peddling, which may be subject to different interpretations in the different countries.

The purpose of this guide is to develop the BEHAVIOUR of ALL our employees when encountering situations that may be deemed as corrupt. The guide has been designed to help us recognise situations that might be a cause of concern and to teach us how to process them properly.

Corrupt practices are, to us, those actions that entail giving and receiving, such effect conferring benefits upon some of those involved. This is outside the Company’s general practice and own interest and it goes against fair, loyal competition.

In the event that an employee has doubts or needs to make an enquiry on how to implement this Guide, depending on its role and location he/she will refer to:

• If the employee works at a production plant, the enquiry will be addressed to the Manager of the Plant or the Head of the Legal Department or the Head of the Human Resources Department.

• If the employee works at the headquarters of the company, the enquiry will be submitted to the Head of the Human Resources Department or the Head of the Legal Department.

Introduction

Scope of application

Rules of Behaviour in respect of Incentives, Gifts or Invitations 5

Those assigned as responsible for handling such matters will listen and pay due attention to the employee. If providing an immediate response was not possible, the person responsible will make the corresponding enquiries, and will request whatsoever assistance that may be necessary, in order to provide a reply.

In the areas of corruption and bribery, many different cases arise within companies and multiple responses to such situation may be provided.

It should be stressed that the costs derived from corruption have a major impact on the company’s reputation, therefore entailing loss of commercial opportunities (customers, suppliers, grants, etc.) and damage to corporate image, as well as fines and penalties being imposed as a result of such practices.

Below is a summary of some aspects relating to these practices, which we consider helpful to achieve a better comprehension on the part of all employees.

Third parties offering financial incentives

• As a general rule, financial incentives from a third party, whether in cash or otherwise (such as for example, gift cards) will NEVER be accepted, as a way of favouring whatsoever transactions or personal favours.

• No agreements or operations linking us with individuals, companies or corporations that either admit or perform this sort of practice will EVER be concluded.

• Incentives from third parties requiring inside information with regards to any matters in which the company may be involved (customers, investments, operations, contracts and promotions, etc.) will NOT be accepted.

It is of compulsory compliance to REPORT those suppliers and third parties that perform and offer financial incentives pursuant to unethical practice, to the Ethics Committee.

Regarding expenses, operations and transactions

• ALL reimbursable expenses must be properly supported by the corresponding documents, invoices, notes, etc, and must make express reference to the reasons motivating such expense, as well as their connection with the relevant Company’s activity.

• ALL payments and receipts related to operations involving the company must be issued in the Company’s name.

• ALL company operations that entail collections and payments must be recorded in a faithful, orderly and timely manner in the corresponding records and within the proper accounting period.

• Records or incomplete information that may be deemed as false or questionable are FORBIDDEN. Do NEVER forge or manipulate a document.

Development

Rules of Behaviour in respect of Incentives, Gifts or Invitations6

• The so-called “facilitation payments”, consisting of payments or gifts made to a certain person in order to speed up a process (such as obtaining licences and permits, etc.) are FORBIDDEN by the Company. Such practice is not allowed in ANY country even if it is common occurrence in said country.

ALL operations must leave trace and allow their traceability from its time of application up to its closing date, showing both the transactions themselves and the persons responsible for them.

Conflict of interests

A conflict of interests arises when personal interest is put before the business interest, which may give rise to dishonest actions.

• DO NOT TAKE ADVANTAGE for your own benefit of an earning opportunity that came to your notice resulting from your position within the Company, or through the use of a Company’s asset or information supplied by it.

• • In the event that hiring a counsel/consultant is required with regard to certain operations performed

on behalf of the Company or any of its associates, the former MUST FORMALLY ACCEPT the Code of Ethics and Conduct, as well as our guides and guidelines, expressly refusing to accept any bribery or corruption attempts.

• Employees MUST be particularly careful in their relationship with purchasing departments and selection of contractors and suppliers.

• If during the purchasing or supplier standardisation process any of the employees in charge of the selection process has personal or family connections with a potential contract recipient, even if the situation does not initially pose a conflict of interests, such occurrence must be notified in written to the Head of the Legal Department or the Head of Human Resources prior to the final award of the contract.

Any negotiations or agreements involving third parties with whom we have a link or family relationship must be previously reported and authorised by the Legal Department and/or Human Resources.

Accepting gifts or invitations

With regard to gifts and invitations, these are more subtle forms of bribery than cash. Therefore, it is important to lay down precise, specific criteria that help employees understand and identify in which circumstances a gift may be accepted, the appropriate monetary value of the gift, the instances in which the gift must be rejected or if a different approach should be considered.

In order to determine if a situation should be regarded as a “conflict of interests”, please ask yourself: • Would my personal interest interfere with that of the Company?• Would it appear to be so to my colleagues or people outside the Company? If in doubt regarding the answer to any of these questions, please make the relevant enquiry.

Rules of Behaviour in respect of Incentives, Gifts or Invitations 7

A distinction must be made between those gifts regarded as “reasonable” that are openly offered in the course of the business activity, the aim of which is to promote good relationships, to mark special occasions, to carry out promotional activities, etc., and those gifts that on account of their size and significance implicitly entail some sort of special favour. As a general rule:

Gifts:

• DO NOT ACCEPT gifts, meals or other attentions, or favours from customers or suppliers, if by doing so your capacity to take objective commercial decisions in benefit of the Company is being compromised.

• Do not EVER ask for gifts from a customer or a supplier.

• Delivery of ALL gifts must be open and transparent, avoiding misinterpretations on the part of other employees.

• Flashy, luxurious gifts are NOT admissible, as their acceptance may serve to condition certain work-related decisions..

• Gifts or discounts offered to a significant amount of employees, as part of an agreement between the Company and a customer or supplier, may be accepted and used in conformity with its provisions (for example: discounts for all employees if purchasing a certain car brand, discounts when taking out a certain medical insurance policy, etc.).

Meals and invitations:

• Do NOT ask for meals or other attentions from a customer or supplier; do NOT accept meals or attentions if they implicitly entail other types of favours.

• If invited, it is allowed to attend events held for purposes relating to a customer or supplier’s business , or of a general nature, provided that access is free to other customers as well.

• If the relevant invitation is specific to an employee and/or his/her family (such as, for example, a trip, a major sports event, etc), it is necessary to obtain the written approval of the Head of Human Resources, the Head of the Legal Department or the Manager of the Plant.

It is permitted to accept gifts that are related to merchandising, promotion campaigns or advertising (notebooks, books, T-Shirts, stationery, trophies and statuettes with engravings acknowledging, for example, a business relationship etc.) or items that are typical of the local customs (Christmas gifts, bottles of wine, small baskets. etc.).

Occasional meals and other attentions from customers and suppliers are admissible provided that the customer or supplier attends the event and that the costs involved are in conformity with the local use.

Rules of Behaviour in respect of Incentives, Gifts or Invitations8

Any invitation or gifts exceeding any of the foregoing limits will be courteously rejected, making reference to the Company’s rules.

In case of doubt, an enquiry will be at all times submitted to the Head of Human Resources or the manager of the Plant.

Under the principle “corruption must not go unpunished”, the Legal Department has defined certain procedures on how to act in connection with potential corrupt activities that should be clear to all members of the company’s staff.

If a corruption-related incident is detected, the Company will request legal counsel in order to establish the adequate disciplinary measures which, depending on the type of action, will range from a mere reprimand to dismissal, decision that will be based on the severity of the case and always in accordance with the existing Law.

Two different channels of communication can be used, depending on the type of occurrence:

• Usual doubts or enquiries may be submitted to the Manager, Head of the Legal Department or Head of Human Resources of the work centre and offices.

• If the enquiry is relating to a serious breach, or a less serious, but reiterated, breach, or if it is a complaint, based on its severity, the matter will be directly forwarded to the Ethics Committee.

Please remember that the best way to safeguard trust is that upon occurrence of situations in which employees harbour legitimate suspicion that an improper conduct is taking place, employees know that they work in a safe and confidential environment in which they are free to express themselves without fear of reprisals.

Communication and disciplinary measures

Those enquiries relating to whether a gift is admissible or not, a conflict of interests arisen from a personal link with any of the participant companies or at the time of hiring an employee.

A supplier who offers financial incentives or luxurious gifts to the staff of the purchasing department, an employee who is accepting bribes, etc.

Rules of behaviourin respect of Incentives, Gifts orInvitations (CDEC-G2.v1)

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