1. PURPOSE AND SCOPE

The main purpose of the Internal Reporting System Policy, hereinafter referred to as “the System” or “IRS”, is to establish the commitment of MANUBENS GROUP to comply with the provisions of Spanish Law 2/2023, of 20 February, on the protection of persons who report breaches of law and the fight against corruption – hereinafter, “Law 2/2023”-, as well as the basic principles of the regulation of the IRS, so that all those concerned can report possible irregular conduct or acts contrary to the Law.

This Policy applies to the following entities, all of which are referred to herein as “MANUBENS GROUP”:

• MANUBENS Y ASOCIADOS S.L.P.
• MANUBENS MADRID ABOGADOS S.L.P.
• MANUBENS MÁLAGA ABOGADOS S.L.P.

This Policy is applicable to all interested parties of MANUBENS GROUP, namely:

• internally: all the employees, collaborators, partners and directors of the company;
• externally: any person who has ever had or is having any connection or relationship with the company, including family members of MANUBENS GROUP employees.

2. APPLICABLE PRINCIPLES

This Policy is governed by the following principles:

a) Thoroughness, completeness, and confidentiality. Reports received within the framework of the IRS shall be processed in accordance with the provisions of Law 2/2023 and the Reporting Channel User Guide. The thoroughness, completeness, and confidentiality of the information, the prohibition of unauthorised access, the long-term storage of the information, the integral protection of the whistleblower, and respect for good faith shall be guaranteed.

b) Independence and autonomy of the Internal Reporting System Officer (hereinafter, IRS Officer). The IRS Officer shall not be subject to any hierarchy in the performance of his/her duties, nor shall he/she take instructions from anyone in this respect.

c) Objectivity and impartiality in the assessment of the information received. Independence and impartiality shall be always maintained in compliance with applicable laws. Conflicts of interest shall be avoided; the presumption of innocence shall be respected and the right to defence shall be guaranteed.

d) Transparency and accessibility. Access to the IRS and to the reporting channel implemented in the company shall be guaranteed. Information shall be provided in a clear and simple manner, access to the IRS shall be easy and its use and the principles governing it shall be sufficiently publicised.

e) Non-retaliation, protection of the whistleblower and other parties involved. The commitment to protect the whistleblower shall be guaranteed and respected, provided that the reporting is made in good faith and in accordance with the provisions of the company’s IRS and Law 2/2023 and other applicable legislation.

f) Confidentiality and anonymity of the whistleblower. The IRS shall ensure anonymity and/or confidentiality.

3. LEADERSHIP AND COMMITMENT

The company’s senior management is responsible for implementing the Internal Reporting System, ensuring its successful operation, and promoting an appropriate compliance culture within the company.

4. IRS OFFICER

The IRS Officer is responsible for the operation of the Internal Reporting System. His/her duties include the following:

• Receive the reports made through the reporting channel established for this purpose.
• Initiate an investigation, if necessary.
• If necessary, appoint external third-party experts, specialists, or professionals to participate in the investigation.
• Ensure that the reporting channel is properly set up.
• Promote the reporting channel appropriately so that all internal and external members are aware of it.
• Provide the management body with the record of the reports received and the annual report of the reporting channel on an annual basis.

5. PUBLIC CHANNEL

MANUBENS GROUP has set up a public channel of a confidential and/or anonymous nature to promote compliance and comply with the requirements of Law 2/2023 on the protection of whistleblowers.

The purpose of this channel is to allow all internal and external members, as well as any person who has a contractual or extra-contractual relationship with MANUBENS GROUP, to communicate facts or conducts that may be unlawful, as well as any facts, conducts or suspicions that may be considered contrary to the objectives and rules established in the Internal Reporting System.

This channel can be accessed via the following link: https://www.ovetauki.com/canal/grupo-manubens

The Reporting Channel User Guide, Policy and Protocol are available on the company’s website.

6. NON-COMPLIANCE WITH THE INTERNAL REPORTING SYSTE

The procedures, principles and rules established in this Policy are mandatory for MANUBENS GROUP, in compliance with Law 2/2023.

Failure to comply with this Policy may result in sanctions for both the organisation and the individuals involved. Sanctions may include, but are not limited to, disciplinary measures, dismissal, fines and/or the initiation of civil, administrative, or criminal proceedings against the individuals involved.

Any actual or threatened act of violation of this Policy must be reported through the reporting channels established in MANUBENS GROUP, without tolerating or exercising any retaliation against the person who refuses to commit corrupt acts.

The consequences of failure to comply with the internal reporting system will be governed by the provisions of the Collective Bargaining Agreement and the Workers’ Statute, as well as other applicable legislation in force.

7. CONTROL, EVALUATION AND REVIEW

The IRS Officer shall be responsible for controlling the implementation, development and compliance of the Internal Reporting System and shall evaluate the compliance and effectiveness of the IRS whenever he/she deems it appropriate, and in any case when relevant violations of the System are brought to light or when significant changes occur in the company.

This Policy will be reviewed every three years by the IRS Officer, who will propose to the Management Body any modifications and updates that will contribute to its development and continuous improvement, taking into account, in any case, the suggestions and proposals made by the professionals of MANUBENS GROUP.

8. APPROVAL

The present Internal Reporting System Policy has been approved by the Shareholders’ Meeting of MANUBENS GROUP, as stated in the minutes of 30 November 2023.