Business Code of Conduct

1. PURPOSE

This Company Operation Procedure (COP) sets the standards of ethical business conduct and compliance required of all business operations, employees, and contractors. This COP applies to all employees and contractors of FAMAR Group.

2. SCOPE

The COP applies to all, employees, and contractors of FAMAR Group across all jurisdictions in which the Group operates.

3. DEFINITIONS

Key terms and their definitions:

― Conflict of Interest: Any situation where personal interests could conflict with the interests of FAMAR. This includes situations arising from Personal Relationships, as further governed by the FAMAR Personal Relationships in the Workplace Policy.
― Non-public Information: Information that has not been made available to the general public and could influence an investor’s decision to buy or sell securities.
― Bribery: Offering, giving, receiving, or soliciting something of value as a means to influence the actions of an official or other person in discharge of a public or legal duty.
― Personal Relationship: As defined in the FAMAR Personal Relationships in the Workplace Policy. Includes family relationships (spouse, domestic partner, parent, child, sibling, grandparent, grandchild, aunt, uncle, niece, nephew, cousin, in-law), household relationships (any individual residing in the same household), and romantic or intimate relationships between FAMAR employees or contractors.
― Family Members: For the purposes of this Code, family members include spouse or domestic partner; parents and parents-in-law; children and step-children; siblings; grandparents and grandchildren; aunts, uncles, nieces, cousins; and any other individual related by blood, marriage, or legal adoption.
― Personal Data: Any information relating to an identified or identifiable natural person, as defined under the General Data Protection Regulation (EU) 2016/679 (GDPR) and applicable local data protection legislation.
― Manager / Supervisor: For the purposes of this Code, the terms Manager and Supervisor are used interchangeably to refer to any individual with direct line management responsibility over one or more employees or contractors.
― Executive Committee: The Group’s senior management committee, composed of the Group CEO and direct reports, responsible for operational decision-making and policy enforcement.
― Board of Directors: The supervisory board of FAMAR Group, responsible for strategic oversight and ultimate governance of the Group.
― Compliance Committee: As defined in §6.14. The Group-level body responsible for receiving, investigating, and resolving compliance complaints and reports.
― Compliance/whistleblower hotline: FAMAR’s confidential whistleblowing channel, accessible to all employees and contractors, through which reports of suspected violations of this Code or related policies may be submitted. Reports are received jointly by the Head of Legal & Compliance and the Group CHRO.

4. REFERENCES

4.1. Conflicts of Interest and Management of Interests
― OECD Guidelines for Managing Conflict of Interest in the Public Sector
― ISO 37001:2016
4.2. Antitrust and Competition Laws
― EU Competition Law: EU legislation for the protection of competition.
4.3. Environmental Laws and Regulations
― ISO 14001:2015: Environmental Management System.
― Regulation (EC) No 1221/2009 (EMAS): EU regulation on the environmental management and audit scheme.
4.4. Healthcare Compliance
― FDA Regulations: Regulations by the U.S. Food and Drug Administration for pharmaceuticals, medical devices, and cosmetics.
― EU MDR (Medical Device Regulation) 2017/745: European Union regulation for medical devices.
4.5. Employment and Labor Laws
― ILO (International Labour Organization) Standards: Standards by the International Labour Organization for workers’ rights.
― FAMAR Equality Plan (2022–2026): Internal policy governing equal opportunity, non-discrimination, and equal treatment in employment across FAMAR entities. In Spain and other applicable jurisdictions, compliance is required under applicable equality legislation.
4.6. Compliance with Securities Laws
― Regulation (EU) No 596/2014 (Market Abuse Regulation – MAR): EU regulation for market abuse.
4.7. Political Activities and Contributions
― Political Activities, Public Office, and Public Service (OECD): OECD guidelines for political activities and public service.
4.8. Respect for Trade Secrets, Confidential Information, and Personal Data
― Trade Secrets Directive (EU) 2016/943: European Union directive for the protection of trade secrets.
― COP-31 (Personal Data Protection Policy): FAMAR’s internal policy governing the processing, storage, and protection of personal data, including obligations under the GDPR and applicable local data protection laws.
4.9. Use of Company Funds, Assets, and Accurate Books and Records
― IFRS (International Financial Reporting Standards): International standards for financial reporting.
4.10. Anti-Corruption Policy
― UN Convention Against Corruption (UNCAC): United Nations convention against corruption.
4.11. Personal Relationships in the Workplace
― FAMAR Personal Relationships in the Workplace Policy: FAMAR’s internal policy governing conflicts of interest arising from personal relationships between employees and/or contractors. Employees are required to disclose and manage such conflicts in accordance with that policy.

5. RESPONSIBILITIES

- All Managers / Supervisors shall be responsible for the enforcement of and compliance with this COP on Business Conduct within their teams, including necessary distribution to ensure employee and contractor knowledge and compliance.
- Managers / Supervisors with direct oversight of contractors are responsible for ensuring those contractors are made aware of and comply with this Code.
- Appropriate Managers / Supervisors will periodically be required to certify compliance with this COP. Any false certification – even if directed by a more senior Manager / Supervisor – will be dealt with severely.
- All employees are responsible for complying with this Policy. Any employee having information concerning any prohibited or unlawful act shall promptly report such matter to the Compliance Committee via the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance or the Group CHRO. While these are the preferred reporting channels, employees should also feel free to report to their Manager / Supervisor.
- Contractors are subject to this Code to the extent provided in their agreements with FAMAR and are expected to report any suspected violations through the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance.
- Employees and contractors should be advised of their reporting obligations and encouraged to report any prohibited or unlawful activities of which they are aware. There will be no reprisals for reporting such information in good faith.
- The Legal & Compliance Department has audit programmes to assist in monitoring compliance with this Policy.
- The outside auditors will also be particularly alert and sensitive to such compliance. All employees are expected to provide full assistance and disclosure to both the internal and external auditors in connection with any review of compliance with this COP.

6. PROCEDURE

6.1. Conflicts of Interest

Every employee and contractor has a duty to avoid business, financial or other direct or indirect interests or relationships which conflict with the interests of FAMAR or which divide his or her loyalty to the Company. Any activity which even appears to present such a conflict must be avoided, mitigated, or terminated unless, after disclosure to the appropriate level of management, it is determined that the activity is not harmful to the Company or otherwise improper and its continuance authorised by the Company. Where immediate termination of the conflicting interest is not practicable, appropriate safeguards must be put in place in accordance with the Management of Disclosed Conflicts provisions below.

A conflict or the appearance of a conflict of interest may arise in many ways. For example, depending on the circumstances, the following may constitute an improper conflict of interest:

Ownership of or an interest in a competitor or in a business with which the Company has or is contemplating a relationship (such as a supplier, customer, landlord, distributor, etc.), either directly or indirectly, such as through Family Members.
Profiting, or assisting others to profit, from confidential information or business opportunities that are available because of employment by or engagement with the Company.
Providing service to a competitor or a proposed or present supplier or customer as an employee, director, officer, partner, agent or consultant.
Soliciting or accepting gifts, payments, loans, services or any form of compensation from suppliers, customers, competitors or others seeking to do business with the Company.
Influencing or attempting to influence any business transaction between the Company and another entity in which an employee or contractor has a direct or indirect financial interest.
Buying or selling securities of any other company using non-public information obtained in the performance of duties, or providing such information so obtained to others.

Social amenities customarily associated with legitimate business relationships are permissible. These include the usual forms of entertainment such as lunches or dinners as well as occasional gifts of modest value. Common sense should dictate what would be considered extravagant or excessive. If a disinterested third party would be likely to infer that it affected your judgment, then it is too much. All business dealings must be on arm’s-length terms and free of any favourable treatment resulting from the personal interest of our employees or contractors.

Additional Provisions:

Disclosure of Potential Conflicts: Employees and contractors must disclose any situation that could create a conflict of interest, or the appearance of one, to their Manager / Supervisor or to the Compliance Committee within 10 business days of becoming aware of the situation. This includes relationships, financial interests, or any other situation that could potentially conflict with the interests of the Company. Where the situation is urgent or involves ongoing business decisions, disclosure must be made immediately.
Management of Disclosed Conflicts: Upon disclosure, the Compliance Committee (see §6.14) will assess the situation and determine the appropriate course of action. This may include requiring the employee or contractor to divest certain interests, reassigning job responsibilities, establishing information barriers, recusal from specific decisions, or other safeguard measures to mitigate the conflict. The agreed measures and their duration will be documented in writing.
Training and Awareness: The Head of Legal & Compliance, in coordination with the Group CHRO, is responsible for organising conflict of interest training for all employees at least annually, including examples of potential conflicts and guidance on how to handle them. Employees joining the Company will receive this training as part of their onboarding. Training records will be maintained.
Disciplinary Actions: Non-compliance with the conflict of interest policy can result in disciplinary actions as set out in §6.13.
Personal Relationships: Conflicts of interest arising from Personal Relationships between employees and/or contractors are governed by the FAMAR Personal Relationships in the Workplace Policy. Employees and contractors must disclose any Personal Relationship that may give rise to a Conflict of Interest in accordance with that policy.

6.2. Disclosure is the Key

Any employee or contractor who has a question about whether any situation amounts to a conflict of interest or the appearance of one should disclose the pertinent details, preferably in writing, to their Manager / Supervisor or directly to the Compliance Committee.
Each Manager / Supervisor is responsible for discussing the situation with the employee and arriving at a decision after consultation with the appropriate higher level of management or by referring the matter to the Compliance Committee.
Each member of the Executive Committee is responsible for advising the Group CEO, in writing, of all disclosures and decisions made under this COP within their area of responsibility.
To summarise, each employee and contractor is obligated to disclose their own conflict or any appearance of a conflict of interest. The end result of the process of disclosure, discussion, and consultation may well be approval of certain relationships or transactions on the ground that, despite appearances, they are not harmful to the Company. But all conflicts and appearances of conflicts of interest are prohibited, even if they do not harm the Company, unless they have gone through this process.

Additional Provisions:

Confidentiality: All disclosures made by employees or contractors should be treated with the utmost confidentiality. Information disclosed should only be shared with those who have a legitimate need to know.
Documentation: All disclosures, decisions, and actions taken in response to a conflict of interest should be documented thoroughly, maintained securely, and be accessible for audit purposes.
Guidelines for Managers / Supervisors: Managers / Supervisors should receive specific training on how to handle disclosures of conflicts of interest, including how to assess the potential impact on the Company and how to escalate to the Compliance Committee.
Periodic Reviews: The Compliance Committee should conduct periodic reviews of disclosed conflicts of interest to identify any patterns or systemic areas of concern.
Consequences of Non-Disclosure: Failure to disclose conflicts of interest may result in disciplinary action as set out in §6.13.

6.3. Compliance with Laws and Regulations

Our health care business is subject to extensive governmental regulation throughout the world. The approval and sale of pharmaceutical products, cosmetics, food supplements, and medical devices is particularly heavily regulated, but many other aspects of our business are also covered by statutes and regulations.
Consistent with our Vision & Values, it is the policy of FAMAR to comply with the laws of each country in which our companies do business. It is the responsibility of management and employees to be familiar with the laws and regulations which relate to their business responsibilities and to comply with them.
The Head of Legal & Compliance is responsible for maintaining an up-to-date overview of applicable regulatory requirements and for disseminating guidance across the Group. Employees and contractors should consult the Legal & Compliance Department if they have any question whether a transaction or course of conduct complies with applicable statutes or regulations.

Additional Provisions:

Training and Education: The Legal & Compliance Department, in coordination with the Group CHRO, is responsible for organising regular training sessions to ensure that all employees are updated on the latest laws and regulations relevant to their roles.
Monitoring and Auditing: The Legal & Compliance Department will implement regular monitoring and auditing processes to ensure compliance with relevant laws and regulations.
Reporting Non-Compliance: Employees and contractors are encouraged to report any suspected non-compliance with laws or regulations without fear of retaliation, via the Compliance/whistleblower hotline) or directly to the Head of Legal & Compliance or the Group CHRO.
Continuous Improvement: Feedback from audits, employee reports, and external regulatory changes will be used to update policies and training programmes.
Documentation: All legal consultations, training sessions, and compliance reviews should be thoroughly documented and securely stored.
Responsibility of Management: Managers / Supervisors at all levels are responsible for promoting a culture of compliance, leading by example, and addressing any compliance issues promptly.
Global Considerations: Given the global nature of our business, particular attention must be paid to differences in regulatory requirements across countries.

6.4. Antitrust and Competition Laws

It is the policy of FAMAR to comply with the antitrust and competition laws of each country in which our companies do business. No FAMAR employee or contractor shall engage in anti-competitive conduct in violation of any such antitrust or competition law.
No employee or contractor shall take unfair advantage of any customer, supplier, competitor, or other person through manipulation, concealment, misrepresentation of material facts, or other unfair dealing practice.

Additional Provisions:

Training and Awareness: The Legal & Compliance Department will provide regular training sessions on antitrust and competition laws.
Prohibited Practices: price-fixing agreements with competitors; market or customer allocation agreements; bid-rigging or collusive bidding; abuse of dominant market position; exclusive dealing arrangements that unfairly restrict competition.
Consultation with Legal Department: Employees and contractors should consult with the Legal & Compliance Department before engaging in any agreements or practices that might raise antitrust or competition concerns.
Reporting Violations: Employees and contractors are encouraged to report any suspected violations via the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance.

6.5. Environmental Laws and Regulations

FAMAR is committed to conducting its business in an environmentally sound manner. Managers / Supervisors and employees are required to be familiar with environmental laws and regulations which relate to their responsibilities and to comply with them.

Additional Provisions:

Environmental Management Systems: FAMAR will implement and maintain environmental management systems (EMS) to systematically manage and reduce the environmental impact of its operations.
Reporting and Documentation: Employees must ensure that all reports on environmental matters filed with government agencies are complete, accurate, and timely.
Pollution Prevention: FAMAR is committed to preventing pollution and minimising waste through recycling and reuse wherever possible.
Emergency Preparedness: Employees must be familiar with emergency procedures related to environmental incidents.
Monitoring and Auditing: The Company will conduct regular environmental audits to ensure compliance and identify areas for improvement.

6.6. Healthcare Compliance; Manufacture of Drug, Medical Device, Cosmetics and Consumer Products

No aspect of our business is more subject to governmental regulation than the development, manufacture, and approval of our health care products. Because of the complex nature of many of these regulations, Managers / Supervisors must take particular care to ensure appropriate employees and contractors are aware of regulatory requirements and take necessary steps to comply with them.

Additional Provisions:

Training and Education: The Company will provide comprehensive training for all employees and contractors involved in the development, manufacture, and approval of healthcare products.
Quality Assurance and Control: The Company will implement robust quality assurance and control systems to ensure all healthcare products meet regulatory standards.
Regulatory Affairs Team: The Regulatory Affairs team will monitor and interpret regulatory requirements and provide guidance to employees and contractors.
Documentation and Record-Keeping: All personnel must maintain accurate and detailed records of relevant activities.
Supplier and Third-Party Compliance: The Company will ensure that all suppliers and third-party partners comply with relevant regulatory requirements.

6.7. Employment and Labor Laws and Policies

Our most important resource is our employees. All employment must be in compliance with all applicable laws and regulations, including those concerning hours, compensation, opportunity, human rights, and working conditions.
FAMAR strictly prohibits discrimination or harassment against any employee or contractor because of the individual’s race, colour, religion, gender, sexual orientation, national origin, age, disability, or any other status protected by law.
It is the policy of FAMAR that all employees work in a clean, orderly, and safe environment. FAMAR requires full compliance with applicable workplace safety and industrial hygiene standards mandated by law.
In addition to local laws and regulations, FAMAR’s Employment of Young Persons policy applies to the employment of persons under the age of 18 in the manufacture of any product, or any component of a product, by or for any of our businesses.
FAMAR also prohibits the use of any forced or compulsory labour in the manufacture of any product, or any component of a product, by or for any of our businesses.
In Spain and other jurisdictions where required, FAMAR implements the commitments established in the FAMAR Equality Plan (2022–2026), which governs equal opportunity, non-discrimination, and equal treatment in all employment-related decisions. Where other applicable local equality legislation exists, FAMAR will comply with the higher standard.

Additional Provisions:

Training and Awareness: The Legal & Compliance Department and Group CHRO will provide regular training on employment and labor laws, covering non-discrimination, workplace safety, and fair labor practices.
Grievance Mechanisms: FAMAR will establish and maintain clear and accessible grievance mechanisms. Employees and contractors may report incidents of discrimination, harassment, or other policy violations via the Compliance/whistleblower hotline or directly to the Group CHRO or Head of Legal & Compliance. All complaints will be handled promptly, fairly, and confidentially.
Equal Opportunity Employment: Recruitment, hiring, training, promotion, and other employment decisions will be based on merit, qualifications, and business needs, without regard to any protected status.
Work-Life Balance: The Company will promote a healthy work-life balance by implementing flexible working hours, remote working options, and other supportive measures where feasible and in line with local laws.
Employee Well-being: FAMAR will support the physical and mental well-being of its employees, and promoting a positive workplace culture.
Child Labor and Forced Labor Compliance: The Company will conduct regular audits and assessments of its operations and supply chains to ensure compliance with its policies against child labor and forced labor.
Occupational Health and Safety: Famar will continuously improve its occupational health and safety management systems, including regular risk assessments, safety training, and ensuring all safety equipment is up to date.

6.8. Compliance with Securities Laws

Employees and contractors may not buy or sell securities of any company using non-public information obtained in the performance of their duties for FAMAR. Employees and contractors may not provide such information to others.

Additional Provisions:

Insider Trading: Engaging in insider trading is strictly prohibited and can result in severe legal consequences for both the individual and the Company.
Blackout Periods: The Company may establish blackout periods during which employees are restricted from trading the Company’s or other companies’ securities.
Confidentiality Obligations: All personnel must maintain the confidentiality of non-public information.
Consultation with Legal Department: Employees and contractors should seek guidance from the Legal & Compliance Department if they are unsure whether certain information constitutes non-public information.
Reporting Violations: Suspected violations should be reported via the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance.
Disciplinary Actions: Non-compliance can result in criminal charges, fines, and imprisonment, as well as disciplinary or contractual actions under §6.13.

6.9. Political Activities and Contributions

No employee shall directly or indirectly use or contribute funds or assets of the Company for or to any political party, candidate, or campaign unless such a use or contribution is a lawful and accepted practice in the country involved and is approved by the Chief Executive Officer.

Additional Provisions:

Approval Process: Any proposed political contribution must be submitted in writing and receive prior approval from the Chief Executive Officer.
Compliance with Local Laws: All political contributions must comply with the local laws and regulations of the country where the contribution is made.
Transparency and Documentation: All approved political contributions must be documented thoroughly.
Personal Political Activities: Employees are free to participate in political activities in their personal capacity, provided these do not conflict with their duties to the Company or imply Company endorsement. Personal political contributions must be made with personal funds only.
Political Neutrality: The Company maintains a position of political neutrality and does not endorse any political party, candidate, or campaign.
Disciplinary Actions: Non-compliance may result in disciplinary actions as set out in §6.13.

6.10. Respect for Trade Secrets, Confidential Information, and Personal Data

It is the policy of FAMAR to respect the trade secrets and proprietary information of others. A trade secret obtained through improper means is not a legitimate source of competitive advantage. If a competitor’s trade secrets or proprietary information are offered to an employee or contractor in a suspicious manner, the Legal & Compliance Department should be contacted immediately. Employees and contractors shall maintain the confidentiality of any non-public information learned in the performance of their duties, except when disclosure is authorized or legally mandated.
The processing, storage, and protection of personal data is governed by COP-31 (Personal Data Protection Policy), which sets out FAMAR’s obligations under the GDPR and applicable local data protection laws. All personnel handling personal data must comply with COP-31 in addition to the requirements of this section.

Additional Provisions:

Training and Awareness: The Legal & Compliance Department will provide regular training sessions on the protection of trade secrets, confidential information, and personal data.
Non-Disclosure Agreements (NDAs): Employees and contractors may be required to sign non-disclosure agreements.
Internal Controls: The Company will implement internal controls to limit access to confidential information to those who need it.
Reporting Breaches: Suspected breaches should be reported via the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance.
Monitoring and Auditing: The Company will conduct regular audits to ensure compliance.
Legal Consequences: The Company will communicate the legal consequences of violations, including potential civil and criminal penalties.

6.11. Use of Company Funds, Assets and Information; Complete and Accurate Books and Records; Second-Country Payments

Sales of the Company’s services, and purchases of products and services of suppliers, shall be made solely on the basis of quality, price, and service, and never on the basis of giving or receiving payments, gifts, entertainment, or favours.
All employees and contractors shall protect the Company’s funds, assets, and information. No employee or contractor shall use Company funds, assets, or information to pursue personal opportunities or gain.
No Company funds, assets, or information shall be used for any unlawful purpose. No employee shall purchase privileges or special benefits through payment of bribes, illegal political contributions, or other illicit payments or otherwise give anything of value to a government official in order to influence inappropriately any act or decision.
No undisclosed or unrecorded fund or asset shall be established for any purpose. No false or artificial entries shall be made in the books and records of the Company for any reason, and no employee shall engage in any arrangement that results in such prohibited act, even if directed to do so by a Manager / Supervisor.
No payment shall be approved or made with the agreement or understanding that any part of such payment is to be used for any purpose other than that described by documents supporting the payment.

Second-Country Payments:

No payments of any kind shall be made to an unaffiliated distributor or sales agent in any country other than that in which the sales were made or in which the distributor or sales agent has a substantial place of business. Such payments may be made to other entities provided: (i) the laws of any involved country permit such payments, as determined in advance by competent local legal counsel in collaboration with the Legal & Compliance Department; (ii) the transaction complies in all other respects with this COP; and (iii) the arrangements are set forth in a letter of understanding available for review by internal and outside auditors.
The CEO and the Executive Committee members have the primary responsibility to devise, establish, and maintain an effective system of internal accounting controls.

Additional Provisions:

Internal Controls and Audits: The Company will implement strong internal controls and conduct regular audits.
Confidential Reporting: Employees and contractors may report any suspected misuse via the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance or the Group CHRO.
Legal Compliance: Consult the Legal & Compliance Department before entering into any agreement with legal implications.
Documentation and Record-Keeping: Maintain thorough and accurate records of all financial transactions.
Whistleblower Protection: All reports will be treated confidentially and investigated impartially. Protection from retaliation is guaranteed for good-faith reporters.

6.12. Anti-Corruption Policy

FAMAR is committed to conducting its business with the highest standards of integrity and ethics. This includes a zero-tolerance policy towards all forms of corruption and bribery. All employees and contractors must adhere to the following principles:

Prohibited Actions:

No employee or contractor shall offer, give, solicit, or accept any bribe, kickback, or other improper payment or advantage to or from any person or entity, whether public or private.
No employee or contractor shall engage in any form of corruption, including offering or receiving gifts, hospitality, or entertainment intended to improperly influence a business decision.
No employee or contractor shall make any facilitation payments to expedite or secure the performance of a routine governmental action.

Due Diligence and Third Parties:

Employees must conduct thorough due diligence on third parties, including suppliers, distributors, and business partners.
All agreements with third parties must include anti-corruption clauses.

Reporting and Whistleblowing:

Suspected corruption or bribery incidents should be reported via the Compliance/Whistleblower hotline or directly to the Head of Legal & Compliance or the Group CHRO. All reports will be investigated promptly and thoroughly.
FAMAR guarantees protection for whistleblowers who report in good faith from any form of retaliation.

Consequences of Non-Compliance:

Non-compliance can result in disciplinary or contractual action, termination of employment or engagement, and legal penalties, as further set out in §6.13.

6.13. Disciplinary Consequences for Non-Compliance\

Any employee who violates this Code of Conduct or any of the policies referenced herein may be subject to disciplinary measures up to and including termination of employment, and, where applicable, referral to competent authorities for civil or criminal proceedings. Disciplinary measures shall be applied in a proportionate, fair, and consistent manner, in accordance with applicable labour law and FAMAR’s internal HR procedures.
Any contractor who violates this Code of Conduct may be subject to contractual consequences up to and including termination of the engagement agreement, and, where applicable, referral to competent authorities for civil or criminal proceedings.
Without limiting the foregoing, the following are examples of conduct that may give rise to action under this Code:

Engaging in any form of corruption, bribery, or fraud.
Failing to disclose a Conflict of Interest or a Personal Relationship that may give rise to a Conflict of Interest.
Misusing Company funds, assets, or confidential information.
Engaging in insider trading or other violations of securities laws.
Breaching confidentiality obligations, including obligations related to the protection of personal data under COP-31.
Making false statements or providing false certifications under this Code.
Failing to cooperate with an internal investigation or audit.

Retaliation against any employee or contractor who in good faith reports a suspected violation of this Code is itself a violation of this Code and will be subject to disciplinary or contractual action. Nothing in this section limits the Company’s right to take additional measures as may be required by applicable law or to protect the Company’s legitimate interests.

6.14. Compliance Committee and Complaints Procedure

Compliance Committee – Composition and Mandate

FAMAR operates a Group-level Compliance Committee responsible for receiving, investigating, and resolving compliance complaints and reports submitted under this Code and related policies.

Standing members:

Head of Legal & Compliance
Group HR

Ad hoc member:

Relevant Business Unit Director or Members of the Executive Committee – co-opted where the complaint has operational implications for a specific business area. The relevant Director will not participate in matters where they have a personal conflict of interest.

The Compliance Committee reports its findings and final recommendations to the Group CEO, who takes the final decision on outcomes. The CEO then informs the Executive Committee and, where the matter so requires (e.g. material legal exposure, senior management involvement, or where required by applicable governance rules), the Board of Directors.

Whistleblowing Hotline

FAMAR maintains a Compliance/whistleblower hotline as the primary mechanism for reporting suspected violations of this Code, the FAMAR Personal Relationships in the Workplace Policy, or any other FAMAR compliance policy.

Access and receipt:

The Compliance/whistleblower hotline is accessible to all employees and contractors across all FAMAR locations.
Reports submitted via the Compliance/whistleblower hotline are received jointly by the Head of Legal & Compliance and the Group CHRO.
The channel supports anonymous reporting where permitted under applicable law

Confidentiality and protection:

The identity of reporters will be kept strictly confidential and will not be disclosed without the reporter’s consent, except where required by law.
FAMAR strictly prohibits retaliation against any employee or contractor who submits a report in good faith. Any act of retaliation is itself a violation of this Code and will be subject to disciplinary or contractual action.

Complaints Procedure – Process Flow

All complaints and reports submitted via the Compliance/whistleblower hotline or directly to the Head of Legal & Compliance or the Group CHRO are handled in accordance with the following procedure:

Step	Timeframe	Action
1	Immediate	Receipt and acknowledgement The report is received by the Head of Legal & Compliance and the Group CHRO via the Compliance/whistleblower hotline. Receipt is acknowledged to the reporter (where not anonymous) within 5 business days.
2	Within 10 business days	Initial assessment and Committee formation The Head of Legal & Compliance and the Group CHRO conduct an initial assessment of the report to determine its scope and seriousness. The Compliance Committee is formally convened. Where the matter has operational implications for a specific business area, the relevant Business Unit Director is co-opted as an ad hoc member, unless they have a conflict of interest.
3	As required by complexity	Investigation The Compliance Committee conducts a thorough investigation, which may include review of documentation, interviews with relevant parties, and consultation with external advisors where appropriate. All parties involved are required to cooperate fully. Confidentiality is maintained throughout.
4	Upon conclusion of investigation	Findings report to Group CEO The Compliance Committee prepares a written findings report setting out the facts established, the applicable policy provisions, and a recommended course of action. The report is submitted to the Group CEO for final decision.
5	Within 5 business days of report receipt	CEO decision The Group CEO reviews the Compliance Committee’s report and recommendations and takes the final decision on the outcome, including any disciplinary, contractual, or legal measures.
6	Following CEO decision	Escalation to Executive Committee and Board The Group CEO informs the Executive Committee of the outcome. Where the matter involves material legal exposure, involves a member of senior management, or where applicable governance rules require it, the matter is escalated to the Board of Directors.
7	Throughout	Record-keeping and reporting All complaints, investigation steps, findings, and decisions are documented and securely maintained by the Legal & Compliance Department. Aggregate anonymized statistics on complaints received and outcomes are reported annually to the Executive Committee and, where required, to the Board of Directors.

7. Appendices

N/A

Related FAMAR Policies

This Code of Conduct should be read in conjunction with the following FAMAR policies:

COP-31 – Personal Data Protection Policy
FAMAR Anti-Corruption Compliance Policy
FAMAR Supplier Code of Conduct
FAMAR Human Rights Policy
FAMAR Equality Plan (2022–2026)
FAMAR Personal Relationships in the Workplace Policy

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FAMAR GROUP

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