CODE OF ETHICS

Dear colleagues and collaborators,

I am writing to all of you, as General Director of PROMOCIONES Y PROPIEDADES INMOBILIARIAS ESPACIO, S.L.U. (PROMOTIONS AND PROPERTIES INMOBILIARIAS ESPACIO, S.L.U.), and of the subsidiaries and participated companies that make up GRUPO INMOBILIARIO ESPACIO, to remind you of the commitment that, since the constitution of the company in 2000, the companies that make up the Real Estate Group have acquired with the values of ethics, integrity, transparency and corporate responsibility, these being the principles that have governed the behaviour of each and every one of the members that form part of ESPACIO.

Safeguarding a professional environment presided over by high ethical standards is one of the company’s main commitments. Consequently, it is a requirement for each and every one of us to act beyond the private sphere, honestly and with integrity.

Therefore, I am pleased to present the Code of Ethics of the company, which is nothing other than the materialization of this essential and inalienable commitment to such principles and values of those of us who are, without exception, part of GRUPO INMOBILIARIO ESPACIO, both for other employees of the Group, as well as for customers, contractors, suppliers and other stakeholders.

General Manager

The Code of Ethics (hereinafter, “the Code”) is the highest internal standard that establishes the Principles, Values and Conduct that must govern the individual professional practice of all those who form part of the company, as well as their collective integration into the corporate culture of PROMOCIONES Y PROPIEDADES INMOBILIARIAS ESPACIO, SLU. (hereinafter “PRIESA”).

Both the specific provisions contained in this Code and the principles and values that support it are a basic pillar in the functioning of PRIESA and its strict compliance is considered an essential element of coexistence within the company.

After the reform of the Spanish Criminal Code by virtue of Organic Law 1/2015, of 30 March, it was agreed to approve and implement a Crime Prevention Program that would fully comply with the requirements and conditions established in article 31 bis of the Spanish Criminal Code, tightening the requirements established for the surveillance, control and prevention of crimes within legal persons, identifying the possible risks of committing crimes in the company, with a firm commitment to review the current associated controls and propose and execute an Action Plan, with the most absolute commitment of PRIESA’s Board of Directors.

PRIESA verifies compliance with these principles through the figure of the Compliance Officer, one of its most important functions being that of verifying the dissemination, knowledge and compliance with the Code of Ethics.

This Code contains PRIESA’s fundamental policies, based on commitment to the highest standards of integrity, ethical behaviour, transparency, safety and corporate responsibility. Acting in integrity implies that all our actions must be governed by responsibility, honesty, justice and ethics.

This norm constitutes a deontological guide for all members of PRIESA’s Board of Directors and Management Committee, as well as for employees and any person who collaborates, provides services and is related to the Company, in order to control and prevent all types of criminal or fraudulent acts, regardless of their nature. In this way, PRIESA intends to:

• Disseminate the values, principles and objectives of the Company in accordance with the respect for human and social rights.
• The participation and integration of all employees and collaborators in the obligation to accept, respect and apply this Code.
• Facilitate the prevention, detection and elimination of irregular and/or illegal behaviour, thus contributing to maintaining and protecting the values and good name of PRIESA through the creation of a whistleblowing channel.

The Code of Ethics is applicable to the members of the Board of Directors and the Management Committee, as well as to all employees of PRIESA, subsidiaries and investees. It also applies to service providers, as well as to any other person or entity with which the company has a relationship of any kind and which they expressly accept to be bound by it (hereinafter, the “Obligated Persons”).

The Obligated Persons have the inexcusable duty to know, comply with and apply the Code of Ethics and, consequently, must respect the values, principles and rules contained in the Code, both in their professional relations with PRIESA and the rest of the Obligated Persons, as well as in relations with customers, competing companies, the Public Administration and society in general.

Consequently, PRIESA assumes the duty of making this Code known to the persons or entities that contract with it or are related to it. Therefore, it incorporates into its contract’s clauses of knowledge and acceptance of the Code of Ethics.

This Code of Ethics will be applicable to all stakeholders with whom PRIESA has a relationship and with whom it acquires a commitment to integrity and good practices. The requirements inherent to the acceptance of this Code and what corporate social commitments they imply for society are detailed below.

Regardless of their hierarchical level and the departmental area to which they belong, all employees are obliged to comply with the legislation and regulations in force in the place where they provide their services, also considering all the express prohibitions contained in this Code.

PRIESA has established optimal selection criteria to guarantee an objective and transparent evaluation of the suppliers with whom it contracts. The main aspects to be taken into account in order to achieve optimum standards in the provision of the service and/or product are:

In the event that doubts or questions arise regarding how to apply the Code, the Compliance Officer should be consulted.

For PRIESA, respect for the dignity of every person, for the mere fact of being one, is the fundamental value that governs our company and our actions. It is especially important to respect the dignity of all people who are part of the company, its customers, suppliers, shareholders and, in general, respect for the dignity of any person who has had, has, or may have any relationship with the company.

• PRIESA prohibits harassment, abuse, insults, disqualifications, especially of managers and directors, both in the workplace and through social networks (WhatsApp, Facebook, Instagram, etc.). It also prohibits discriminatory treatment based on race, color, national origin, religion, political opinion, affiliation, age, sex, sexual orientation, pregnancy status, social and family status, disability, handicap or any other condition or circumstance.
• Personal retaliation against anyone who reports an act or conduct contrary to the law and/or this Code is especially prohibited.
• PRIESA promotes equal opportunities between employees of different sexes and nationalities and the possibility of non-discriminatory access for women to any function within the organization.
• Every Obligated Person has the right to sympathize and to belong to a political party, although any activity, militancy in a political party and/or economic contribution to it, must be strictly personal and must not interfere with the performance of their functions within the company. It is strictly forbidden to link PRIESA with any political party or any elected office.
• PRIESA respects the private life of the Obligated Persons and will not interfere in the activities or conducts that they carry out outside the scope of work in the company, provided that such activities or conducts do not affect the performance of their functions within the company, nor in any way harm the good name of PRIESA, its workers and managers, nor their legitimate interests.

To this end, managers and employees must avoid, in the performance of their duties, actions that could constitute a risk or damage to the environment, further verifying that the suppliers with whom works or works of a certain scope are contracted also comply with environmental regulations.

The Health and Safety of people are fundamental values of PRIESA and constitute, more than a right, an obligation of all workers and managers and, therefore, compliance with the Health and Safety policies is one of the objectives of this Code of Ethics.

The continuous improvement of Safety is a primary objective of this Code and, therefore, each and every one of the Obligated Persons responsible for this matter must guarantee:

• The risk assessment associated with their activities.
• The existence of safety procedures in all centers and for all activities, their deep knowledge by all personnel, and their strict respect.
• The use of adapted and safe means for all workers.
• Staff training.
• Systematic analysis of accidents and incidents, to strengthen teaching in order to improve prevention.
• Daily communication and awareness of specific aspects of our activities.
• The sharing of experiences between different workplaces.

• Defend and protect PRIESA’s reputation, being aware of our responsibility as ambassadors of the company and its values.
• To handle in an appropriate and careful way the internal information provided for the performance of our work, especially when it is of a sensitive, strategic or confidential nature.
• In order to prevent fraud and/or fraud against consumers or investors, it is established that all transactions exceeding one million euros (1,000,000.00.-€) will be submitted for approval by the Management Committee, with the exception, however, of this rule, intra-group transactions as they are duly informed contractually.

The Obligated Persons are strictly forbidden to personally benefit from possible opportunities that arise within the framework of their professional activity or through the use of PRIESA’s assets or information, as well as to benefit third parties with them.

There is a conflict of interest when, in the performance of functions related to PRIESA, there is a conflict between the personal interests of the members of the company, their relatives or third parties with whom they are linked, and the interests of PRIESA, i.e. when any action or omission may cause harm to society (including emerging damage and loss of profits) and a direct or indirect benefit to that person. These situations should always be avoided without exception.

In the event of a conflict of interest, the person affected by the conflict must refrain from intervening and/or participating in the negotiation, transaction, project or operation in question. Thus, the Obligated Persons to this Code shall abstain from intervening and/or participating in transactions related to PRIESA in which there is any interest of their own or of any person or entity related to them.

PRIESA will be efficient in the management of resources. It will acquire the necessary goods and contract the necessary services taking into consideration the economic cost and ensuring the required level of quality and safety.

Thefts, robberies and carelessness cause damage to the Company and damage economically the entire group and, therefore, the aforementioned acts will be diligently investigated by PRIESA.

In any case, the internal rules for the use of resources, the expenditure policies, the security rules, the policy for the use of computer means and the copyright of the programs used in the company must always be respected.

Employees must properly and rigorously manage the resources that PRIESA makes available to them for the performance of their work.

Managers and employees who incur expenses that have been incurred in connection with their work must justify and properly manage these expenses in terms of per diems (locomotion, accommodation, meals) and use of the corporate credit/debit card, and must make responsible use of it, complying with the company’s expense process in relation to the activity carried out.

The corporate credit card is a means that the company makes available to executives to pay, prior authorization of the company, expenses related exclusively to business activity carried out in Spain and / or abroad.

All credit card payments must be backed up with proof of payment, and expenses must be justified within the month following the realization of the expense has been made or after the event or trip for which it was used has ended. If the receipt is not provided, such payment is considered unjustified and must be reimbursed.

The credit card cannot be used to pay for personal purchases or for meals that are not linked to the work activity.

The credit card is not transferable, and the cardholder is the only person authorized to use it and must keep it at all times and in all places.

If the credit card is lost or stolen, it must be blocked and reported immediately to the bank and the company’s financial department.

In the event of a disconnection with the Company, the credit card must be handed over to the Company’s financial or Human Resources department on the same day that the employment relationship ends.

The Obligated Persons shall comply with the applicable regulations. It is essential to respect public bodies, providing all the information required, in real time, in a truthful and transparent manner, always acting in accordance with the principles and criteria of good faith.

Monetary payments, and other favors that are made in favor of third parties to acquire an illegal or immoral benefit, constitute a crime.

Consequently, it is strictly forbidden to offer, deliver, request, receive or accept money or favors of any kind that produces an advantage over the rest of the competitors. Any gifts or favors of any kind in favor of civil servants and public employees are expressly prohibited.

Exempted from this prohibition are those public commercial actions in accordance with the customs and customs of the market.

Tax fraud is strictly prohibited, understood as any fraud committed against the public treasury, regardless of its economic amount, in the form of tax evasion or any other form of irregularity that causes damage of any kind to the public treasury.

PRIESA may make available to its workers computer equipment, tablets and mobile devices necessary for the performance of the tasks inherent to their job. Such equipment is the exclusive property of PRIESA and will only be used for purposes directly related to work.

The computer equipment may only be used by the worker or manager for personal use in a partial way and, in any case, with scrupulous respect for these conditions of use.

Workers who use the company’s computer equipment shall hereinafter be referred to as ‘User’, in the singular, or ‘Users’, in the plural.

PRIESA shall provide each User with a user name and password with which to access their computer equipment and, where appropriate, the company’s Intranet.

PRIESA, and the computer staff designated by it, will be solely responsible for defining the basic hardware and software configuration of the computer equipment, as well as for administering Internet accesses.

PRIESA’s accounting books must reflect, in a transparent, faithful and truthful manner, the financial situation of the Company, observing and following generally accepted accounting criteria, recording said information in real time and without delay.

Legality must be applied in everything related to the conservation of mercantile and accounting documents.

Our aim is to encourage good practice in relation to the promise, offering, giving and/or giving of gifts or benefits by any Obligated Person, as well as the receipt by Obligated Persons of gifts, benefits or advantages from customers or current or potential suppliers of the company. It is forbidden for the Obligated Persons to give or accept any type of gift, commission, retribution or gift that could be interpreted as a bribe or commission to obtain a decision favourable to their interests or the interests of PRIESA in a decision-making process.

• Exceptionally, benefits or advantages in excess of one hundred euros (€100.00) may be granted with the prior express authorization of PRIESA’s Financial Director.
• In calculating the price of the gift or the amount of the benefit or advantage, its total value as a whole will be taken into consideration; and in the event that several gifts are made and/or several different advantages and/or benefits are granted, for the same third party (or related persons), within the same calendar year, the total sum of all of them will be calculated.

  Without prejudice to the foregoing, the following cases are expressly excluded:

  • The gifts, benefits or advantages contemplated in the promotional programmers and activities approved in writing in accordance with PRIESA’s internal regulations.
  • Lunch or dinner invitations to third parties, provided that the invitation does not exceed 40 euros per person, communicating the invitation to the person in charge of compliance.
  • Gifts of promotional material made within the pre- established framework in accordance with PRIESA’s internal regulations.
  • The benefits or advantages established in favour of the clients according to the commercial policies that have been approved in writing in accordance with PRIESA’s internal regulations or agreed with the brands.
  • The person interested in making the corresponding gift, benefit or advantage must document in writing the justification for doing so, by keeping the document by which the gift, benefit or advantage is considered approved, or by means of a statement by the person in charge indicating that the said gift, benefit or advantage complies with the provisions of this Code of Ethics and the rest of PRIESA’s internal regulations.
  • Failure to comply with this obligation shall be considered a serious breach of the provisions of this Code of Ethics, with the consequences set out herein.
  • In case of doubt, any gift must not be offered, depending on the year, and the Compliance Officer must be consulted at all times prior to executing the gift

Attendance by Obligated Persons at corporate leisure events, sporting or cultural events organized by PRIESA customers or suppliers is considered a gift and their acceptance and participation is conditioned on the same principles set out in this Code. In any case, the Obligated Persons must previously inform the Compliance Officer and that the latter authorizes the attendance of the Obligated Persons at the act or event in question.

The Managing Director may make exceptions to the rules of this section if there are good reasons for doing so, in accordance with the company’s internal regulations and what may rationally be considered an acceptable practice.

In a society so interconnected and in which access to and dissemination of information is increasingly easier and faster from anywhere on the planet, protecting PRIESA’s personal and business data is one of our main assets. For this reason, preserving the confidentiality of PRIESA’s own information, as well as that relating to our shareholders, suppliers and customers, is one of the fundamental pillars on which we build the relationship of trust, which is the essence of our activity. By virtue of this Code, all Obligated Persons must:

• Communicate the assumptions of disclosure of confidential information that comes to the knowledge of employees.
• Do not use and return the information at the end of the relationship with PRIESA. The material supports – written, computerized or of any other type – of a Privileged or Relevant Information, will have strictly confidential character.

All processing of personal data by PRIESA and/or the Obligated Persons shall be carried out with the utmost respect for the privacy of the holders of the data, especially with regard to personal and family honour and privacy and in strict compliance with the regulations on the processing of data of natural persons.

In particular, the processing of personal data must be adequate, pertinent and not excessive in relation to the specific, explicit and legitimate scope and purposes for which they have been obtained; the data must be stored in such a way as to prevent their unauthorized access and transfer; sensitive data such as those relating to ideology, beliefs and health will be specially protected; and the exercise by interested parties before PRIESA of their rights under the regulations on the protection of personal data will be facilitated.

Only and exclusively the information received from customers, suppliers and persons employed for the fulfilment of the purpose for which it was transmitted may be used, always with due respect for the regulations in force in this matter and the confidentiality agreements, if any, signed by PRIESA.

The Obligated Persons shall be especially diligent in the treatment of PRIESA’s contractual and accounting documentation and, in any case, shall refrain from destroying, altering, hiding and/or manipulating any contractual or accounting document in order to hinder, obstruct or impede any investigation that may be carried out by the company itself or by judges, prosecutors, State security forces and/or the competent regulatory bodies.

The archiving, custody, conservation and destruction of contracts and other contractual documentation shall be carried out in accordance with the indications and instructions of the Management Committee or the person delegated by it. Similarly, the filing, custody and preservation of financial and accounting information shall be carried out in accordance with the guidelines and instructions of the Management Committee or the person delegated by it. Such filing and custody shall always take place in facilities under the control of PRIESA.

The term confidential information refers to any data and information of PRIESA, its shareholders, its suppliers, its customers or third parties, including copyrighted information, patents, techniques, models, inventions, know-how, processes, algorithms, programs, executables, research, design details, fiscal and financial information, list of customers, suppliers, investors, employees, remuneration policy, business and contractual relations, business forecasts and market plans. In any case, it should be presumed that all information handled or received is Confidential Information.

The Obligated Persons are obliged, during their relationship with PRIESA and even after the same, indefinitely (unless an agreement establishes a specific term), not to disclose the Confidential Information to which they have accessed by reason of the relationship maintained, nor to make any use of the same for purposes other than that relationship, as well as, where appropriate, to impose contractually identical obligation to its staff. The signing of agreements and confidentiality clauses in the contracting with third parties on behalf of PRIESA shall also be obligatory if relevant information is provided within the framework of said relationship.

The function of controlling the implementation, development and fulfillment of PRIESA’s Crime Prevention Program corresponds to the Compliance Officer, with autonomous powers of initiative and control, in charge of supervising and ensuring the functioning of the system and of this Code. This position is held by Miss MARÍA MEIRÁS GONZÁLEZ.

The Compliance Officer is also responsible for informing the General Manager of any irregularity detected in the operation of the Crime Prevention Program and offering proposals for action, including the establishment of precautionary measures if necessary.

The Compliance Officer, if he deems it appropriate, may carry out investigations if there are indications to do so. To this end, an external instructor shall be appointed who shall carry out the appropriate diligences and actions with the utmost speed and thoroughness and, where appropriate, shall adopt precautionary measures when necessary. The procedure shall be conducted in the strictest confidence.

The Ombudsman, for his part, is autonomous and independent of PRIESA, whose appointment and removal may be freely adopted at any time by the Company’s Management Committee. At the time of publication of this Code, this position is held by Mr. CHRISTIAN MESÍA MARTÍNEZ, Lawyer, PhD, who is in charge of the Whistleblowing Channel, in the terms set out in the following section.

In order to enforce and respect the contents of this Code, a reporting channel (whistleblowing) has been established to facilitate the confidential and highly secure communication by the Obligated Persons of all those facts or acts that violate this Code or any other irregularity that may pose a high risk to the company. The address to access this denunciation channel is https://canaldedenuncia/priesa.

All internal reports must contain, as a minimum, (i) the identifying data of the accused -name and surnames- and (ii) the facts reported, specifying, as far as possible, the alleged infringement committed.

The denunciation must comply with the following requirements:

• This will be done by filling in the on-line form provided for this purpose. Internal complaints may not be made by telephone, e-mail or any other means.
• The complainant has no obligation to identify him/herself.
• Evidentiary material must be provided with respect to the facts that are the object of the complaint.

Any person who makes a complaint must have rational evidence to support it, so that his complaint must be accompanied by a principle of evidence to substantiate the facts, at least indirectly.

Any evidence permitted by law, preferably in documentary form, shall be considered a valid principle of proof, although witness evidence -including the testimony of the complainant- and instruments for the reproduction of words, images and sounds shall also be admissible.

Complaints will only be accepted for processing if they comply with the provisions of these Rules.

In the event of a defect that can be remedied by filing a complaint, the person receiving the complaints shall inform the complainant of the need to remedy the defect(s) within five (5) working days to the complainant, who shall start counting the day after the communication. The denouncer will be warned that in the event of not proceeding to rectify the defects within the stipulated period, the denouncement may be archived.

If the complaint does not comply with the provisions of this standard, for whatever reason, or if the defects detected in the complaint have not been rectified, the complaint shall be filed.

The Ombudsman manages the Whistleblowing Channel (i) by receiving the internal complaints, (ii) by examining the files to which they give rise, (iii) by taking the decision on their admission and (iv) by informing the Compliance Officer of their outcome.

Any personal data included in the notification of non-compliance will be processed for the purpose of processing the corresponding complaints received by PRIESA employees, in accordance with the provisions of PRIESA’s Code of Ethics and, where appropriate, processing the appropriate investigation processes.

Such personal data will be processed by PRIESA’s Compliance Officer, which has the function of promoting and supervising that company members comply with the Code of Ethics, and may be transferred to the members of the Board of Directors in the event that it is essential for the purpose of the investigation, processing and/or resolution, to the Human Resources department, when disciplinary measures may be taken against an employee, to the external advisor in charge of managing the Complaints Channel, as well as to the competent authorities in order to learn of acts constituting criminal or administrative offences.

In any case, the data and information collected within the framework of the complaint will be treated confidentially, guaranteeing, at all times of the process, maximum confidentiality.

Personal data shall be kept for the period necessary for the investigation of the alleged case. Once the complaint has been filed or the process has been completed, the data will be deleted.

You may exercise the rights of access, rectification, deletion of your personal data, as well as the rights of opposition or limitation of the processing and portability of the data, in the manner and in the legally established cases, by writing to the email: dpo@ie-sa.es.

You also have the right to file a complaint with the Spanish Data Protection Agency (www.agpd.es) if you consider that the processing does not comply with current legislation or you consider that you have not obtained satisfaction in the exercise of your rights.

Non-compliance with the Code of Ethics by an Obligated Persons, depending on the specific circumstances, will result in the reparation of damages that such non-compliance may cause to PRIESA, as well as the termination of the contractual relationship with the company or, in the event of an employment relationship, the adoption of disciplinary measures, including dismissal.

Cases of non-compliance with the Code of Ethics, among others, will be considered:

• Failure to comply with any of the obligations, duties and prohibitions imposed by the Code.
• Inducing third parties to violate the Code.
• Concealing third parties who have breached, are breaching or are about to breach the precepts of the Code.
• Lack of cooperation in the investigation initiated by PRIESA or by any law firm or external consultant hired for this purpose.
• Carry out retaliation against any Obligated Person who has reported or informed, in good faith, about a breach of the law and/or the Code.

The Compliance Officer shall adopt the necessary measures and/or resources to guarantee adequate and sufficient training and information of the Obligated Persons under this Code of Ethics, with the aim of allowing and facilitating compliance with these Standards, understanding the operation of PRIESA’s Prevention Model and providing the collaboration required to achieve a successful culture of respect and compliance.

This Code of Ethics is mandatory since its entry into force, from the day following its delivery by hand or via email to the Obligated Persons, must be disseminated to all of them and published on the PRIESA website in order to facilitate its reading by any person.

The Code of Ethics should be verified periodically through updating procedures. Its possible modification will pursue an ideal adaptation to the reality of PRIESA, especially when relevant infringements of its provisions arise, or when there are changes in the organization, control structure or activity carried out that make them necessary.