Code of Ethics

Chapter I. Introduction

Article 1. Purpose and Scope

1. This Code sets out the ethical commitments and responsibilities assumed by RIBE ENERGY MACHINERY, S.L. (hereinafter referred to as RIBE), as well as by its employees, and is also binding on its customers and suppliers.

2. RIBE’s main business activity is the import, export, and commercialization of machinery, always taking into account current legislation and respecting the environment and people’s safety.

3. In accordance with its internal regulations and Bylaws, RIBE aspires for its conduct and that of the persons associated with it to comply not only with current legislation and its corporate governance system, but also with generally accepted ethical and social responsibility principles.

4. This Code of Ethics reflects RIBE’s commitment to the principles of business ethics and transparency in all areas of activity, establishing a set of principles and guidelines aimed at ensuring the ethical and responsible conduct of all employees in the performance of their duties.

5. The Code of Ethics forms part of RIBE’s corporate governance system and fully respects the corporate organization principles established therein. It also addresses the new criminal compliance obligations applicable within the framework of corporate criminal liability.

6. This Code of Ethics serves as a guide to ensure appropriate conduct in the performance of employees’ duties and defines the company’s vision, values, and principles. Any conduct considered unethical or contrary to this Code shall be regarded as inappropriate and, in all cases, the appropriate measures shall be taken.

Article 2. Scope of Application

1. The principles and guidelines contained in this Code of Ethics are mandatory for all RIBE employees, regardless of their hierarchical level or geographical or functional location.

For the purposes of this Code of Ethics, RIBE employees include managers, staff members, and any other persons whose activities are expressly subject to this Code.

2. Whenever circumstances so require, the Company may request its suppliers, business partners, and counterparties to formally commit to complying with the Code of Ethics or with the principles it establishes.

3. Compliance with the Code of Ethics shall be understood without prejudice to the strict observance of the corporate governance system implemented by the Company.

Article 3. Interpretation and Integration of the Code of Ethics

1. The RIBE Compliance Committee is the body responsible for the interpretation and overall integration of the Code of Ethics. Its interpretations shall be binding on all Company employees.

2. Due to its nature, the Code of Ethics cannot cover every possible situation but establishes general criteria to guide employee conduct and, where appropriate, resolve any doubts that may arise in the course of their professional activities.

3. Any questions that RIBE employees may have regarding the interpretation of the Code of Ethics should be addressed to their immediate supervisor or, if circumstances require, to the Compliance Committee through its Director.

Chapter II. General Rules of Conduct

Article 4. Compliance with Laws and Corporate Governance

1. RIBE employees shall strictly comply with applicable laws in the performance of their duties, observing both the spirit and purpose of the regulations. They shall also comply with the provisions of the Code of Ethics and the basic procedures governing the Company’s activities. Furthermore, they shall fully respect the obligations and commitments assumed in their contractual relationships with third parties.

2. RIBE managers must be particularly familiar with the laws and regulations, including internal regulations, affecting their respective areas of responsibility and must ensure that employees under their supervision receive the appropriate information and training necessary to understand and comply with the legal and regulatory obligations applicable to their roles.

3. RIBE shall respect and comply with judicial and administrative decisions, while reserving the right to appeal such decisions before any competent authority whenever it considers them to be contrary to law or detrimental to its interests.

4. RIBE expresses its commitment to and alignment with the human and labor rights recognized under national and international legislation, as well as the guiding principles upon which such regulations are based.

5. In any situation involving non-compliance with the law, human rights, or ethical values, employees must report the matter to the Company through their immediate supervisor or the Company's Ethics Committee.

Article 5. Integrity in Professional Conduct

1. The guiding principles governing the conduct of RIBE employees shall be diligence, integrity, and respect:

a) Diligence means acting prudently, responsibly, efficiently, and with a focus on excellence and quality in all processes carried out.

b) Integrity means acting loyally, honestly, in good faith, objectively, and in alignment with the interests of the Company and the principles and values expressed in the Code of Ethics.

c) Respect means maintaining cordial relationships among employees that foster a pleasant, healthy, and safe working environment.

Article 6. Environmental Protection

RIBE conducts its activities with respect for the environment, complying with or exceeding the standards established by applicable environmental regulations and minimizing the environmental impact of its activities.

Article 7. Gifts and Hospitality

1. RIBE employees may neither give nor accept gifts or presents in the course of their professional activities. Exceptionally, the giving and acceptance of gifts and presents shall be permitted only when all of the following conditions are met:

a) they are of insignificant or symbolic economic value;

b) they correspond to customary courtesies or standard business practices;

c) they are not prohibited by law or generally accepted business practices.

2. RIBE employees may not, directly or through intermediaries, offer, grant, request, or accept unjustified advantages or benefits intended to obtain a present or future benefit for the Company, themselves, or any third party.

3. Employees may not personally receive money from customers or suppliers, even in the form of loans or advances.

4. Employees may neither offer nor accept hospitality that may influence, appear to influence, or be interpreted as influencing decision-making.

5. Whenever there is any doubt as to what is acceptable, the offer should be declined or first discussed with the immediate supervisor, who may refer the matter to the Compliance Committee or Management as appropriate.

Article 8. Conflicts of Interest

1. A conflict of interest shall be deemed to exist whenever an employee’s personal interest conflicts, directly or indirectly, with the interests of the Company. A personal interest exists whenever the matter affects the employee or a person related to them.

2. The following shall be considered persons related to the employee:

a) The employee’s spouse or person with a similar emotional relationship.

b) The employee’s ascendants, descendants, and siblings, as well as those of the employee’s spouse (or person with a similar emotional relationship).

c) The spouses of the employee’s ascendants, descendants, and siblings.

d) Entities in which the employee, or persons related to them, directly or indirectly, are in any of the control situations established by law.

e) Companies or entities in which the employee, or any related person, directly or indirectly, holds a management or executive position or from which they receive remuneration for any reason, provided that they also exercise significant influence over the financial and operational decisions of such companies or entities.

With regard to potential conflicts of interest, RIBE employees shall observe the following general principles of conduct:

a) Independence: act at all times with integrity, loyalty to the Company, and independently of personal or third-party interests. Consequently, they shall refrain from placing their own interests above those of the Company.

b) Abstention: refrain from intervening in or influencing decision-making processes that may affect Company entities where a conflict of interest exists, from participating in meetings where such decisions are discussed, and from accessing confidential information related to such conflicts.

c) Disclosure: report any conflicts of interest in which they may be involved. For this purpose, the existence or possible existence of a conflict of interest must be communicated in writing to the employee’s immediate supervisor, the department responsible for the human resources function, and the Company’s Compliance Committee, as appropriate. Upon receipt of the communication, the department responsible for the human resources function shall determine whether a conflict of interest exists. In case of doubt, it may consult the Compliance Committee or RIBE Management, as appropriate.

In such communication, the employee shall indicate:

• Whether the conflict of interest affects them personally or through a related person, identifying that person where applicable.

• The situation giving rise to the conflict of interest, detailing, where applicable, the purpose and main terms of the proposed transaction or decision.

• The approximate amount or economic assessment involved.

• The department or person within the Company with whom the relevant contacts have been initiated.

These general principles of conduct shall be applied particularly in cases where the conflict of interest is, or may reasonably be expected to be, of such a nature as to constitute a structural and permanent conflict of interest between the employee, or a person related to the employee, and any of the companies within the Group.

Article 9. Restricted and Confidential Information

1. Non-public information owned by RIBE shall generally be considered restricted and confidential information and shall be subject to professional secrecy. Its contents may not be disclosed to third parties unless expressly authorized by the competent corporate body or required by law, court order, or administrative authority.

2. It is the responsibility of RIBE and all its employees to implement adequate security measures and established procedures to protect restricted and confidential information stored in physical or electronic form against any internal or external risk of unauthorized access, manipulation, or destruction, whether intentional or accidental. For these purposes, RIBE employees shall maintain confidentiality regarding the content of their work in their dealings with third parties.

3. Disclosing restricted and confidential information or using such information for personal purposes constitutes a breach of the Code of Ethics.

4. Any reasonable indication of a leak of restricted or confidential information, or of its misuse for personal purposes, must be reported by those aware of it to their immediate supervisor or, where circumstances so require, to the department responsible for the human resources function. The supervisor or such department shall, in turn, notify the Compliance Committee.

5. Upon termination of the employment or professional relationship, all restricted and confidential information shall be returned by the employee to the Company, including documents, storage devices, and information stored on computer equipment, without prejudice to the employee’s continuing duty of confidentiality.

Article 10. Irregular Payments and Money Laundering

RIBE has established policies to prevent and avoid irregular payments or money laundering arising from unlawful or criminal activities in the course of its operations. These policies establish specific controls over economic transactions, both receipts and payments, of an unusual nature or amount carried out in cash or through bearer cheques, as well as payments made to entities holding bank accounts in tax havens.

Article 11. Resources and Means for Professional Activities

1. RIBE undertakes to provide its employees with the resources and means necessary and appropriate for the performance of their professional duties.

2. Without prejudice to the mandatory compliance with the Company's specific rules and procedures regarding resources and means, RIBE employees undertake to make responsible use of the resources and means made available to them, using them exclusively for activities carried out in the interests of the Company. Such resources and means shall not be used for personal purposes. Employees shall avoid any practice, particularly unnecessary activities and expenses, that may reduce value creation.

3. RIBE owns the intellectual property rights and rights of use and exploitation over software programs and systems, equipment, manuals, videos, projects, studies, reports, and any other works or rights created, developed, improved, or used by its employees within the scope of their employment or through the use of the Company's IT facilities.

4. Employees shall respect the principle of confidentiality regarding the characteristics of rights, licenses, software, systems, and technological knowledge in general, where ownership or rights of use and exploitation belong to RIBE. Any disclosure of information regarding the Company's IT systems shall require prior authorization.

5. The use of the equipment, systems, and software programs provided by RIBE for employees’ work activities, including Internet access and use, must comply with security and efficiency criteria, excluding any use, action, or IT function that is unlawful or contrary to RIBE’s rules or instructions.

6. Employees shall not exploit, reproduce, replicate, or transfer RIBE’s systems and software applications for purposes unrelated to the Company. Likewise, employees shall not install or use on Company-provided equipment any software or applications whose use is illegal or that could damage systems or harm the image or interests of customers or third parties.

Article 12. Corporate Image and Reputation

All RIBE employees and managers must exercise the utmost care in preserving the Company’s image and reputation in all their professional activities. They shall also ensure the proper and appropriate use of the corporate image and reputation by employees of collaborating companies.

Chapter III. Employment and Professional Development

Article 13. Non-Discrimination and Equal Opportunities

1. RIBE promotes non-discrimination on the grounds of race, colour, nationality, social origin, age, gender, marital status, sexual orientation, ideology, political opinions, religion, or any other personal, physical, or social condition, as well as equal opportunities for all employees.

2. In particular, equal treatment between men and women shall be promoted with regard to access to employment, training, career advancement, working conditions, and access to and provision of goods and services.

3. The selection and promotion of RIBE employees shall be based on professional competencies, performance, merit, and capability criteria defined by the requirements of each position.

4. Any form of violence, physical, sexual, psychological, moral or other harassment, abuse of authority in the workplace, and any other conduct that creates an intimidating or offensive environment affecting the personal rights of employees is strictly prohibited.

Article 14. Work-Life Balance

RIBE respects the personal and family life of its employees and will promote work-life balance programmes that facilitate a better balance between personal life and professional responsibilities. Likewise, RIBE also promotes and respects employees’ right to digital disconnection.

Article 15. Right to Privacy

1. RIBE respects the right to privacy of its employees in all its forms, particularly regarding personal, medical and financial data.

2. RIBE employees undertake to make responsible use of communication tools, IT systems and, in general, any other means made available by the Company in accordance with the policies and criteria established for such purposes. Such means are not provided for employees’ personal use and are therefore not suitable for private communications. Consequently, no expectation of privacy shall exist if such means need to be monitored by the Company in the proportionate exercise of its supervisory duties.

3. RIBE undertakes not to disclose employees’ personal data, except with the consent of the data subjects or where legally required or in compliance with judicial or administrative decisions. Under no circumstances shall employees’ personal data be processed for purposes other than those legally or contractually established.

4. Employees who, due to their duties, have access to personal data of other Company employees shall undertake in writing to maintain the confidentiality of such data.

5. The Compliance Committee and the other relevant departments or bodies shall comply with the requirements established by personal data protection legislation regarding communications submitted by employees in accordance with the provisions of the Code of Ethics.

Article 16. Occupational Health and Safety

1. RIBE shall provide its employees with the resources and knowledge necessary to perform their duties safely and in a healthy environment. Furthermore, it shall promote an occupational health and safety programme and adopt the preventive measures established under applicable legislation, as well as any additional measures that may be introduced in the future.

2. Company employees shall pay particular attention to occupational health and safety regulations with the aim of preventing and minimising workplace risks.

3. RIBE shall promote compliance with its occupational health and safety standards and programmes by the companies with which it operates and maintains business relationships.

Article 17. Training

1. RIBE shall promote the training and development of its employees. Training programmes shall encourage equal opportunities, support professional career development, and contribute to the achievement of the Company's objectives.

2. The Company's workforce undertakes to continuously update its technical and management knowledge and to make full use of the training programmes offered by the Company.

Chapter IV. The Company's Environment

Article 18. Customers

1. RIBE, always applying principles of transparency, information and protection, undertakes to provide services and products whose quality is equal to or greater than the legally established requirements and quality standards, competing in the marketplace and carrying out marketing and sales activities based on the merits of its products and services.

2. The confidentiality of customer data shall be guaranteed, and such data shall not be disclosed to third parties except with the customer's consent, where legally required, or in compliance with judicial or administrative decisions.

3. The collection, use and processing of customers’ personal data shall be carried out in a manner that guarantees their right to privacy and compliance with personal data protection legislation, as well as the rights granted to customers under legislation governing information society services, electronic commerce, and any other applicable regulations.

4. Transparency shall be encouraged in pre-contractual and contractual relationships with customers, and customers shall be informed of the available alternatives, particularly regarding services and products.

5. Employees shall avoid any interference or influence from customers or third parties that could compromise their professional impartiality and objectivity, and they may not receive any remuneration from customers or, in general, from third parties for services related to RIBE's business activities.

Article 19. Suppliers

1. RIBE shall adapt its supplier selection processes to objective and impartial criteria and shall avoid any form of favouritism in supplier selection.

2. Employees who have access to suppliers’ personal data shall maintain the confidentiality of such data and comply with applicable personal data protection legislation.

3. Information provided by Company employees to suppliers shall be truthful and shall not be intended to mislead.

4. Employees shall avoid any interference or influence from suppliers or third parties that could compromise their professional impartiality and objectivity and may not receive any remuneration from Company suppliers or, in general, from third parties for services related to their activities within RIBE.

Article 20. Competitors

1. RIBE undertakes to compete fairly in the marketplace and shall not engage in misleading or disparaging advertising regarding competitors or third parties.

2. Information obtained from third parties, including information relating to competitors, shall always be acquired lawfully.

3. RIBE undertakes to promote free competition for the benefit of consumers and users.

Article 21. Institutions and Authorities

1. Relations with authorities, regulatory bodies and Public Administrations shall be conducted in accordance with the principles of cooperation and transparency.

2. RIBE shall provide truthful, appropriate, useful and consistent information regarding its programmes and activities. Transparency in information is a fundamental principle that must govern the conduct of its workforce.

3. Financial and economic information, particularly annual accounts, shall faithfully reflect the Company’s economic, financial and asset position in accordance with generally accepted accounting principles and applicable financial reporting standards.

4. RIBE expresses its firm commitment to the principles of crime prevention and anti-fraud policies and, in particular, to refraining from any practices that may be considered irregular in its dealings with customers, suppliers, competitors, authorities, and others, including those related to money laundering, bribery and influence peddling.

5. In general, RIBE expresses its strong commitment to the principles of corporate social responsibility as the framework integrating its programmes and activities involving employees, customers, suppliers and all stakeholder groups with which it interacts.

Chapter V. The Compliance Committee

Article 22. The Compliance Committee

1. The Compliance Committee is a permanent internal collegiate body with responsibilities relating to regulatory compliance and RIBE’s corporate governance system.

2. The Compliance Committee shall have access, where permitted by applicable law, to the information, documents and offices of the Company, including the minutes of management, supervisory and control bodies, necessary for the proper performance of its duties. In this regard, all employees, managers and directors of RIBE must provide the Compliance Committee with any assistance required for the proper fulfilment of its functions.

3. The Compliance Committee shall be provided with the material and human resources necessary for the performance of its duties.

Article 23. Powers of the Compliance Committee

1. The Compliance Committee shall have the following responsibilities in relation to the Code of Ethics:

a) Promote the dissemination, awareness and compliance with the Code of Ethics by encouraging training and communication initiatives deemed appropriate, in accordance with the principles of cooperation and coordination with the various Company departments.

b) Interpret the Code of Ethics in a binding manner and resolve any queries or doubts raised regarding its content, application or compliance, particularly concerning the implementation of disciplinary measures by the competent bodies.

c) Promote verification and investigation procedures for complaints received and issue the appropriate resolutions regarding processed cases.

d) Annually assess the degree of compliance with the Code of Ethics.

e) Report to the competent governing bodies on compliance with the Code of Ethics.

f) Promote the approval of internal regulations necessary for the development of the Code of Ethics and the prevention of breaches thereof, in collaboration with RIBE’s various corporate departments and in coordination with the Company's compliance functions.

g) Approve procedures and protocols designed to ensure compliance with the Code of Ethics.

h) Any clarification, supplement or development shall not constitute an amendment to the Code of Ethics unless required by mandatory regulations, in which case the provisions of Article 27 of the Code of Ethics shall apply.

Article 24. Compliance Committee Regulations

The composition and operation of the Compliance Committee shall be governed by the RIBE Compliance Committee Regulations, which form part of the Company's corporate governance system and were originally drafted and approved on 19 July 2016, with the latest update approved on 9 April 2024.