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HOLALUZ ETHICAL CODE

1.Definition

The Ethical Code is the document that collects the values that inspire our company, HOLALUZ-CLIDOM, S.A. and its subsidiaries (hereinafter, “Holaluz” or the “Company”), in the development of its mission and that we follow to achieve its objectives, as well as the behaviour guidelines we expect from the entire Holaluz community within the framework of policies, protocols and plans of the organization.

2.Scope of application

The Code of Ethics must inspire the behaviour of all the members of the organization (partners, administrators, directors, employees and dependent personnel) and our main allies in the development of our business (collaborators, suppliers, subcontractors and business partners). In fact, the adoption and acceptance of the Code of Ethics is an essential requirement for all the agents whose intention is to maintain any type of commercial relationship with Holaluz.

3.Values

Holaluz aims to transform the energy world and lead this transformation, connecting people with 100% renewable energy. The company was born intrinsically ESG (Environmental, Social and Governance) with the conviction that a company can be a tool to change the world, so all business activities are developed taking into account their positive impact on society, enabling the transition to green energy and providing long-term sustainable value creation for its stakeholders. To achieve its objective, it operates based on the following values:

  1. Humanity (#AlwaysPeopleFirst): the paradigm in which Holaluz works is integrating and human, prioritizes the integral development of our employees, places the client at the centre of our action and builds satisfying relationships where transparency, honesty and simplicity are indispensable tools to generate the confidence that allows our growth and sustainability.
  2. Effort and responsibility (#KeepRowing): we believe in responsible teams, self-sufficient and capable of self-organizing to achieve the goals we jointly set ourselves to achieve energy transformation, leading in our field: this is why we work for projects and objectives.
  3. Non-conformism (#EsPosible): we were born to change the energy model and achieve a 100% renewable planet.
  4. Fun (#HaveFun): in our task of changing the energy model, we have to have fun. We want to achieve a balance between hard work to achieve our goals and fun while we work to achieve those goals.
  5. Honesty (#SayThingsAsTheyAre): in Holaluz we are not afraid to tell us what we think about each other. We have to be honest and be able to say what we do not like.

In the same way, Holaluz understands that, in order to achieve its objective, the members of the organization and our allies in the development of our business must adopt the following behaviour guidelines:

  1. Zero Tolerance for Corruption: We are convinced that we can achieve our objectives with total honesty, transparency, and compliance with the rules. And we expect this same conviction from our allies (subcontractors, suppliers, partners, business partners). We do not tolerate conduct, business, commercial relationships, or obtain benefits that consist of or are obtained through bribes, extortions, facilitation payments, petitions or offers of favours and/or any other form of corruption. True to our values, we always look for legal businesses that are managed in an irreproachable manner.
  2. Freedom of association: We undertake to respect the right of all our employees to freedom of association, trade union, and collective bargaining, as well as that of our collaborators, suppliers, subcontractors and business partners, and to publicly express this commitment. Likewise, we guarantee the integrity of the union representatives and, when the situation so requires, we will urge the competent authorities to take the necessary actions and we will cooperate with them.
  3. Non-discrimination: Our employees have the right to enjoy a dignified, safe and healthy work environment. At Holaluz we are committed to ensuring that discriminatory practices are not developed based on sex, age, ethnic origin, race, religion, age, disability, sexual orientation, nationality or any other personal distinction. At Holaluz we are committed to maintaining a work environment free from all discrimination and any conduct that implies harassment of a personal nature, without incurring under any circumstances in conduct of sexual harassment, abuse of authority, offense or any other form of aggressiveness and hostility that create a climate of intimidation. In addition, we are governed by the principles of non-discrimination in the hiring processes as set out in the Holaluz Employee Policy.
  4. Compliance with the rules: Companies may be tempted to neglect the rules and principles of behaviour adjusted in order to gain a wrongful competitive advantage. At Holaluz, we are committed to complying with the current legislation in any country in which we carry out our activity, as well as the good practices that are accepted either internationally or nationally. Therefore, we reject any action that implies the neglect of the legal rules or appropriate behaviour principles. The members of Holaluz must know the laws and ethical practices that affect their work, requesting in case of ignorance the information to their superior. Holaluz will not maintain working relationships with third parties related to violations of rules or ethical practices.
  5. Integrity: We believe that the relationship with our employees, suppliers, and customers must be based on respect, transparency, and loyalty. Our organization does not accept any type of fraudulent, discriminatory, abusive, offensive or disloyal conduct within the company, nor in its organizational decisions, nor in its relationship with customers, suppliers or third parties. Moreover, it ensures compliance with the provisions of the International Labour Organization. Our professionals must pay attention to those cases in which there are signs of lack of integrity of the people or companies with which they have relations and should abstain from establishing relations with them. At Holaluz, we are committed to the quality of our products and services and we seek the development of relationships based on trust and respect.
  6. Diligence: At Holaluz we pay special attention to diligence and care in the daily work that we do. From the members of Holaluz, prudence and professionalism are expected when carrying out their work. These requirements are also demanded of any ally (subcontractors, partners, suppliers).
  7. Loyalty and Confidentiality: Holaluz promotes the confidentiality of the reserved information of the company and its responsible use. The members of Holaluz must keep the strictest confidentiality about the facts and the reserved information they access as a result of the performance of their professional activity, and they should not use it without the authorization of their legitimate owner. For these purposes, Holaluz is the owner of all the information and knowledge generated within the scope of the company, and under the conditions established by law. All the people from Holaluz, when hiring, must accept and sign the policies established by the company regarding confidentiality. The duty of confidentiality will continue, even when the working relationship has ended. Holaluz protects the personal data of its customers, employees, not using them for other purposes than those necessary to carry out their activity, thus complying with the current legislation on data protection.

4.Reference documents: policies, protocols and plans

Holaluz will develop the policies, protocols, and plans that it considers most appropriate to integrate the values and guidelines of behaviour to all procedures leading to decision making and development of Holaluz actions. The most relevant policies, protocols, and plans of the Company in relation to the content of this Ethical Code are detailed below:

  • ESG Policy: This policy aims to establish the set of guiding principles and structures that determine the company’s environmental, social and governance (ESG) commitments and align its operations and procedures under the Ten Principles of the United Nations Global Compact.
  • Employee policy: The objective of this policy is to establish the principles that govern Holaluz’s actions in the management of employees, from the selection process to their departure. It also establishes measures and processes to define, design and disseminate an employee management model to attract, promote and retain talent, as well as to encourage the personal and professional development and growth.
  • Diversity policy: This policy aims to compile the set of measures adopted by Holaluz to achieve equal treatment and opportunities between people and the elimination of any discrimination, reinforcing Holaluz’s commitment to diversity both in the organization and in society.
  • Equality business plan: This plan includes the set of measures adopted by Holaluz to achieve equal treatment and opportunities between women and men and the elimination of any discrimination based on sex in the Company.
  • Action protocol against harassment at work: The objective of this protocol is to prevent and act in any situation of sexual, moral or sex-based harassment quickly, objectively, and confidentially, and specifically determine the internal actions and sanctions resulting from such harassment.
  • Anti-corruption policy: This policy aims to provide clear guidelines of the conduct that Holaluz expects from its employees, collaborators, and third parties as an expression of its zero tolerance for corruption and its firm commitment to integrity, transparency and responsibility.
  • Corporate policy for managing conflicts of interest: This policy aims to ensure that decision-making is carried out in an objective and impartial manner, always prioritizing the interest of the organization over the personal interests of the people in the organization who are part of the decision-making process.
  • Policy for the use of creations and distinctive signs of third parties: The objective of this policy is to regulate the use of creations and distinctive signs of third parties by Holaluz, to guarantee maximum respect for the intellectual property of third parties in the design of their own content and creations and in order to establish recommendations on their use.
  • Privacy Policy: This policy aims to regulate the collection and processing of personal data by Holaluz as well as the purposes of its use.
  • Default policy: The objective of this policy is to regulate the management of Holaluz defaults, in order to establish the principles that govern the Company’s actions in this area.
  • Policy for communication and contacts with shareholders, institutional investors, and proxy advisors: The objective of this policy is to define and establish the principles and criteria that govern Holaluz’s communication actions and contacts with shareholders, institutional investors, proxy advisors, and the market in general.
  • Policy for the selection and appointment of account auditors: The objective of this policy is to regulate the selection, appointment, and, where appropriate, the re-election or removal of the auditor, for Holaluz and its subsidiaries, as established by law, as well as the framework of relations with said auditor and the procedure for evaluating its activity.

5.Risk analysis and control systems

The risks associated with ethical principles are adequately considered in all Holaluz’s internal procedures. In addition, on a regular basis, these risks are evaluated in the short, medium, and long term and their link with the growth and good development of the company. Finally, Holaluz has specific internal control systems to monitor the activities of the Company to detect the violation and/or non-compliance with these principles and to reduce the company’s exposure to scenarios that are misaligned with these principles. Holaluz is committed to responding in a forceful and effective way to these risks, especially for those of great magnitude whose consequences may have a high impact on the business.

6.Training

Within its regular training plan, which allows all Holaluz employees, members and stakeholders to have the necessary qualifications and knowledge in the various matters that affect them in the exercise of their professional activity, Holaluz has incorporated specific training related to the Ethical Code. The training sessions will be prepared and announced by the Compliance Officer and are mandatory for those invited to participate in each of them. More specifically and only for company employees, Holaluz has mandatory training on all company policies (including this Ethical Code) when joining the Holaluz team. In addition, courses and training are also given on an annual basis to keep these ethical principles active and refreshed.

7.Obligations and Alert Channel:

7.1 Obligations

In the exercise of their responsibilities, tasks, work, and in their performance on behalf of and/or for Holaluz, our partners, administrators, directors, employees and allies, are obliged to:

  1. Know the values of the Ethical Code and adopt them;
  2. Adapt its behaviour guidelines to those established in this Ethical Code, the regulations that may be developed and the Laws;
  3. Not to tolerate behaviours that violate the Code of Ethics and its implementing regulations or Laws;
  4. Consult in case of any doubt about the scope of the Code of Ethics, its development regulations and/or any conduct that they observe and may contravene the Code of Ethics, its implementing regulations and the Laws;
  5. Report inappropriate behaviour.

7.2 Alert Channel

In order to promote compliance with the law and the rules of conduct established in this Ethical Code by its professionals and the reporting of possible irregular actions, Holaluz has established an Alert Channel.

The guidelines for action in the event of a query or complaint are detailed in the Alert Channel Policy of Holaluz, as well as the procedures necessary for its proper processing, investigation and resolution.

7.2.1 Communication Channels

All Holaluz professionals, managers, and third parties have the obligation to immediately report any action observed within the organization that may be considered non-compliance.

The communication of non-compliance can be made to the Holaluz Alert Channel through the following form available 24 hours a day, every day of the year, that compliance with the current regulation, guarantees the confidentiality of all communications.

As an alternative, it is possible to send the complaint to the Compliance Officer:

  • By email: alertas@holaluz.com
  • By post to the address of the Holaluz offices: Edifici Ocean, Passeig Joan de Borbó 99-101, 4th floor, 08039, Barcelona.

Complaints received by the alternative channels will be handled in such a way as to guarantee the secure treatment of the information.

The Compliance Officer will receive all communications sent to the Holaluz Alert Channel.

These channels are available in the local language in the countries where Holaluz is present, and in the countries where it maintains relationships with its suppliers.

The Alert Channel will be proactively publicized both internally and externally:

● The existence of an Alert Channel will be reported on the Holaluz professional portal. ● The existence of an Alert Channel will be reported in the Holaluz Ethical Code, which will be available to suppliers, customers, and other third parties.

7.2.2 Rights and obligations of the complainant

Holaluz guarantees the maximum confidentiality about the communications and complaints received, as well as the identity of the complainant, without prejudice to the legal obligations in this regard. The presentation of anonymous complaints in the Alert Channel is allowed, however, their processing may be limited due to the impossibility of verifying the veracity of their content and the difficulty of carrying out a correct and detailed investigation.

The people who make communication through the means provided in this Ethical Code must guarantee that the data provided is true, accurate, complete, and updated. Holaluz will not allow any form of retaliation, direct or indirect, to be taken against professionals or providers who present a query or complaint that has been sent in good faith. The complainant will have the right to be informed of the resolution or file of the complaint, if applicable.

In addition, we inform that there are external channels of information from the Independent Whistleblower Protection Authority.

8.Consequences of non-compliance

Failure to comply with this Ethical Code is considered very serious in Holaluz and will entail the consequences and measures established in our internal policies, in particular those of employees, suppliers and allies, as well as, when appropriate, in the contracts signed with our partners, administrators and allies. All incidents related to the violation and/or breach of this Ethical Code will be duly investigated and documented.

Sanctions will be imposed by the Steering Committee, at the proposal of the person responsible for the person sanctioned and/or the Compliance Officer, and after hearing the person concerned.

9.Responsibility, development, dissemination, review

The Board of Directors will complete and develop this Ethical Code, with the support of the Compliance function, with the policies and procedures that ensure the implementation of these values in all of the key processes of Holaluz. In this sense, the Board of Directors assumes the responsibility of ensuring compliance with the Ethical Code in its scope of application. Its dissemination will be made, by the Management and with the collaboration of the People team, to all interested parties. In addition, Management is responsible for the business development of the company following the ethical principles stipulated in this code, supervising all members of the organization and the main allies in the development of our business. This Ethical Code will be subjected to periodic reviews to, if necessary, update it.

10. Approval and updates

Holaluz assumes the commitment to continuously review and improve this Code of Ethics as well as the set of Corporate Policies. The revisions will be made, in any case, on an annual basis, without prejudice to any extraordinary revisions that may be necessary due to regulatory changes or changes in the structure, breaches of the program or any other exceptional circumstances that may make it advisable.

This Ethical Code was approved by the Board of Directors of Holaluz at its meeting held on March 14th, 2018 and last updated on 15th November, 2023.