1. Purpose

The main purpose of the Code of Ethics (the “Code”) of Gómez-Acebo & Pombo Abogados, S.L.P. (the “Firm”) is to establish general conduct guidelines, values and ethical principles that must at all times underpin the behaviour of all its members or staff, both in their dealings with third parties and with the Firm itself. It does not intend to be an exhaustive document or a mere statement of principles.

2. Principles of professional ethics

The Firm embraces as its own and without exceptions the ethical principles of lawyering and, in particular, those contained in: the Statutes of the Spanish Bar Association (“EGAE”), approved by Royal Decree 658/01 of 22 June1; the Code of Ethics of the Spanish Bar Association (“CDAE”) adopted at the General Council of the Spanish Bar Association’s Plenary Meeting of 27 September 2002 and subsequently amended on 10 December of the same year; and the Council of the Bars and Law Societies of the European Union’s (“CCBE”) Code of Conduct for Lawyers in the European Union, originally adopted at the CCBE Plenary Session held on 28 October 1988, and subsequently amended during the CCBE Plenary Sessions on 28 November 1998 and 6 December 2002.

This said, the Firm undertakes to design and implement control models, standards and procedures that guarantee at all times and in particular the following conditions:

(a) Independence of our professionals in the practice of law.

Any circumstance that may affect such independence (direct or indirect personal interest, interest of another client, certain moral principles or religious beliefs...) will cause the professional in question to abstain from giving advice.

(b) Compliance with the duties of professional secrecy and confidentiality.

Any member of the Firm, whether a lawyer or not, shall maintain the strictest confidentiality with respect to the identity of clients and the matters in which they are represented, unless express consent is given by the latter. This confidentiality extends to communications, except those related to training, circulated internally within the Firm.

Lawyer-client communications may not be used against the client. The lawyer shall maintain the confidentiality of communications with the opposing party's counsel.

The above two paragraphs shall apply even after a client ceases to be a client.

(c) Absence of conflict of interest.

To this end, the Firm, among other things, cannot take on the representation of two clients in the same matter if there is a conflict or risk of conflict between them. Nor may the Firm take on an assignment on a matter in which it has previously acted for another client if it continues to hold confidential information - verbal or written - related to the case obtained from said client.

Under no circumstances may a professional personally take on a client’s assignment if he or she has, directly or indirectly - including his or her close circle of friends and family -, any vested interest in the same.

If the conflict of interest arises after taking on the assignment, the Firm will act in line with what is stated in this section.

(d) Adherence to the highest standards of integrity, dignity and honour by all its members, whether or not lawyers.

In the particular case of lawyers, they must always work in such a way that they are respected as professionals by clients, institutions, members of the Firm and other third parties and must prove at all times that they are worthy of the trust that the profession has always shown. The lawyer shall refrain from doing anything, both in his or her professional and private life, which may damage his or her reputation, that of the firm or that of the legal profession.

(e) Loyalty of its professionals both to the client and to the Firm.

The Firm, upon accepting to take on a client’s assignment, assumes as a priority the defence of the client’s legitimate interests.

The members of the Firm shall have amongst themselves a relationship based on cooperation, loyalty and solidarity.

(f) Highest professional competence of each and every one of its members.

All the Firm's professionals are selected from among candidates with the highest personal, academic and professional qualifications, following a series of rigorous and highly professional procedures.

Upon joining the Firm, the professionals regularly take part in several training programmes aimed at reinforcing and updating their knowledge and helping them specialize in different fields.

The Firm will assign matters to professionals according to their degree of experience, knowledge, specialization and skills.

If the Firm believes that it is unable to take on a particular assignment from a client because it does not have adequate professional competence, it will inform the client of this fact and, if the client so requests, it will recommend another professional who, in its opinion, can best defend his or her interests.

(g) Special and mindful respect for fellow professionals and professional bodies.

This is more than comradeship or courtesy among colleagues. A deep and thorough respect between colleagues contributes to the proper functioning of the administration of justice, helps in certain cases to resolve disputes or conflicts by way of agreements in the best interests of clients and enhances and strengthens the image of the profession.

3. Values

Many are the values that the Firm shares with the rest of the profession, but the following have proven to be a hallmark of the Firm since its establishment:

3.1. A sincere, close, transparent and committed relationship, both with the client and with the rest of the members of the Firm.

We build relationships with others based on trust. Proximity and sincerity must be present in each and every one of our interactions.

3.2. Technical excellence and continuous training.

The Firm has always aspired to make its members feel highly satisfied that they belong to it and that its clients and third party associates are proud to be in dealings with the organisation. Excellence implies a constant search for the rigour and quality of our services, as well as the promotion of a culture that is committed to continuous improvement, never settling with what is “good”, but with what is the “best”.

3.3. Innovation and specialisation.

Our advice is at all times geared towards innovation and specialization: with our advice, we seek not only to find the most efficient solution for each case, but also a competitive advantage for our client. This is our commitment.

3.4. Professional judgement based on experience.

Although the members of the Firm are jurists with solid training, as lawyers we especially believe in the value of applied knowledge acquired through experience.

3.5. Client focus.

The first thing we do is listen to our clients and clearly understand the objectives they are pursuing. After this we will offer, to a great extent proactively, all our efforts, knowledge and commitment in the achievement of these objectives.

3.6. The importance of teamwork.

The Firm’s strength as a professional organization lies in its group of professionals. The Firm encourages collaboration among its professionals, as well as the integration of its members in other work teams.

3.7. Promotion and dissemination of a culture of compliance.

Observance of relevant external and internal rules and regulations is safeguarded. The Firm allocates the necessary resources for the effective implementation of its own compliance plan.

3.8. Efficient management of client affairs.

3.9. Commitment to society.

The Firm, aware of the important role it can play for the most disadvantaged, devotes resources to pro bono work and participates in solidary initiatives.

3.10. Commitment to the Government of Laws, the Rule of Law and Human Rights.

3.11. Commitment to corporate transparency, accountability and sustainability.

The Firm is aware of the need to delve deeper into responsible business management models and uses global tools in its fields of action, including anti-corruption, environmental and human rights policies.

4. Code of Conduct

Gómez-Acebo & Pombo Abogados also has a Catalogue of Prohibited Conduct, which includes not only statutory and regulatory violations, but also violations of ethical principles.

This catalogue is signed by all members of the Firm and the statement of compliance is reproduced annually.

5. Non-discrimination. Equal opportunities

Gómez-Acebo & Pombo Abogados does not discriminate in labour, professional or personal spheres on the grounds of race, age, sexual orientation, nationality, gender, political opinion, social origin or disability.

The Firm actively promotes a corporate culture based on personal and professional merit and integrity.

6. Full-time and exclusive dedication

6.1. All members of the Firm perform their activities on a full-time and exclusive basis, refraining from carrying on any other profession or trade and from holding any office or position that may be resigned from in establishments, commercial companies, associations or foundations without the prior written consent of the Board of Directors.

6.2. University teaching activity shall be compatible with the above-mentioned full-time dedication, provided that: (a) it is performed in institutions of recognised standing; (b) the primary and preferential dedication owed by all to the Firm is respected; and (c) it is authorised in writing by the Board of Directors beforehand. The Board of Directors’ authorisation, or refusal to authorise, may be reviewed and revoked, if necessary, by the partners in General Meeting.

6.3. Any affiliation, membership or collaboration of a member of the Firm with organizations or establishments that are of a political, trade union, religious or profound ideological nature shall be in a personal capacity and at no time may be connected to the Firm.

In these cases, and under the personal responsibility of the member in question, it is strictly forbidden to refer to being a member the Firm, in the present or in the past.

In the event that such affiliation or membership affects or threatens to affect the Firm’s reputation or principles and values, the member shall choose to leave the Firm or terminate such affiliation, membership or collaboration.

6.4. The members of the Firm may be members of professional associations in an individual capacity. In order to hold any position of responsibility in such associations, the provisions of point 6.1 shall apply.

7. Pro bono work

Making ours the Madrid Bar Association’s words, “pro bono [deriving from the Latin phrase pro bono público, which refers to actions carried out “for the public good”] involves the voluntary provision of free legal advice for the benefit of deprived, underprivileged, socially vulnerable or marginalized persons or communities and the organisations that assist them, as well as the provision of free legal advice in matters of public interest.

7.1. The Firm promotes and favours this pro bono work, mainly (but not only) through the foundation Fundación Fernando Pombo, of which it is founder and trustee. The time spent by members of the Firm in performing any previously authorised pro bono work counts as working hours.

7.2. The foregoing does not preclude the authorisation of other voluntary activities.

8. Social networks. Blogs. Press articles and scholarly papers

8.1. The Firm accepts the use of social networks as another communication tool to transmit the Firm’s vision, mission, values, principles and objectives. Under no circumstances may there be any infringement of the Firm’s policy on the use of its computer resources or of those that, in general, have been established in this regard.

At the same time, it alerts each of its members individually as to the risks of overexposure to social networks.

The use of the name of the Firm, its clients and related third parties is prohibited, as well as the dissemination of information or statements that involves a breach of the professional standards - contained in this Code of Ethics or any other internal or external body of rules - or that in any way affects the image of integrity and impartiality, prestige or reputation of the Firm or that entails an unjustified use of such for one’s own benefit.

8.2. The same limitations as in the previous paragraph shall apply, mutatis mutandis, to personal blogs, press articles and scholarly papers.

8.3. In addition, any scholarly paper written by a member of the Firm that can be interpreted in the market as a position of the Firm with respect to a given legal issue must first be circulated internally among Knowledge Management newsletters and briefing notes. After two days, provided it has the approval of the coordinator of the relevant practice area, it may be published.

9. Internal Communication and Complaints Channel

The Firm’s Internal Communication and Complaints Channel will also be used to report the existence of any possible breach of the provisions of this Code of Ethics.

10. Reflection in the internal rules and regulations

The Firm has decided that, as far as possible, its values, principles and standards of conduct should be reinforced by including them expressly in the Articles of Association, the Internal Appraisal and Remuneration System Rules (“RRIER”) and other internal rules and regulations.

10.1. Thus, the Articles of Association provide the following as express obligations for all partners:

(a) Full-time and exclusive dedication. “Carry out, on a full-time and exclusive basis, all those professional activities as a lawyer that the Firm entrusts, as well as any other supplementary activity related to these, refraining from carrying on any other profession or trade and from holding any office or position that may be resigned from in establishments, commercial companies, associations or foundations without the prior written consent of the Board of Directors. Nevertheless, the university teaching activity shall be compatible with the above-mentioned full-time dedication, provided that: (a) it is performed in institutions of recognised standing; (b) the primary and preferential dedication owed by all partners to the Firm is respected; and (c) it is authorised in writing by the Board of Directors beforehand. The Board of Directors’ authorisation, or refusal to authorise, may be reviewed and revoked, if necessary, by the partners in General Meeting”.

(b) Morality, legality and respect for the principles of professional ethics. “The partners shall render their services with exquisite morality and correctness and in accordance with the rules and principles of professional ethics”.

(c) “[The partners undertake to] Give to the Firm any benefit, remuneration or income, whether in the form of fees, commissions, wages, or otherwise that a partner receives by reason of any office or position in any establishment or organisation as a direct consequence of his being a member of the Firm or his being a lawyer. Similarly, the work performed by the lawyers on such tasks and the expenses incurred in the performance of the relevant functions or duties shall be deemed to have been performed and incurred for the Firm. The Board of Directors may authorise exceptions to this rule”.

(d) Diligence, loyalty and fidelity. “Act with the utmost diligence, fidelity and loyalty towards the other partners and the Firm, keep total confidentiality on all aspects of the Firm’s activity and promptly report to the Board of Directors on any matter which, in his or her opinion, may be relevant to the Firm. The Board of Directors may at any time require any partner to report on any matter that may affect the Firm”.

(e) Active monitoring of compliance. “Observe and ensure that the Firm’s collaborators adhere strictly and rigorously to the rules and practices of professional ethics, in particular with regard to professional secrecy, ineligibilities, insider trading, conflicts of interest and private financial relations with clients”.

10.2. Under the RRIER, every professional in the Firm is expressly required:

(a) “Leadership and commitment to actively transmit the basic values of the Firm to the group. A professional is a role model and his or her behaviour is therefore a benchmark for everyone, inside and outside his or her field. He/she encourages different ways of managing the performance of the people in his/her charge to develop the highest professional standards”.

(b) “A professional image that is respected inside and outside the Firm”.

(c) “A relationship with other professionals based on cooperation, loyalty and solidarity”.

11. Miscellaneous provisions

The Compliance Officer will ensure that the contents of this Code are known at all times by the members of the Firm. Compliance is mandatory.

The Compliance Officer will prepare an annual report reflecting incidents during the year. This report shall be submitted to the senior partner, who in turn shall forward it to the Board of Directors so that the latter may make an assessment.

In accordance with the senior partner’s ‘statute’, it is the responsibility of the senior partner to ensure that the Code is applied and, if necessary, to resolve any questions that may arise regarding its interpretation.

Any amendment to the Code shall be made by a resolution of a qualified majority of the partners in General Meeting, as provided for in art. 14(2) of the Articles of Association.