ETICHS AND GOOD GOVERNANCE

By decision of the Board of Directors dated 22 July 2024, DAZIA CAPITAL has implemented a Group-wide Criminal Compliance System, in accordance with the requirements of Article 31 bis of the Spanish Criminal Code, as introduced by Organic Law 1/2015 of 30 March, which amended Organic Law 10/1995 of 23 November, and came into force on 1 July 2015.

As part of this framework, an Internal Reporting System, or Whistleblowing Channel, has also been established, in line with the requirements set out in Law 2/2023 of 20 February, which governs the protection of individuals who report regulatory breaches and aims to combat corruption.

The Board of Directors has deemed it appropriate to integrate key aspects of DAZIA CAPITAL’s existing ESG (Environmental, Social, and Governance) and sustainability objectives — including those aligned with the Sustainable Development Goals (SDGs) — into the Compliance System. These are complemented by the relevant European directives on due diligence and sustainability.

In line with this, the Board recognises the need to align the organisation’s internal regulations not only with current legal and corporate standards, but also with the ethical and moral principles that underpin them. This reflects DAZIA CAPITAL’s ongoing commitment to compliance, ethical conduct, and the highest standards of security and protection.

• COMPLIANCE BODY

The Board of Directors of DAZIA CAPITAL has appointed a Compliance Body responsible for overseeing the implementation and observance of measures to prevent and detect potential criminal offences within the Company's activities. This body also supervises and monitors the effectiveness of internal controls for crime prevention and adherence to the ethical standards established by the company.

• COMPLIANCE POLICY STATEMENT

The compliance policy outlines the general principles that inspire its content and apply to all internal regulations of DAZIA CAPITAL, affecting all team members and their actions.

DAZIA CAPITAL declares its commitment to the highest standards of legal, ethical, and moral compliance. The organisation considers adherence to principles such as objectivity, integrity, confidentiality, transparency, neutrality, responsibility, accountability, honesty, and anti-corruption agreements as essential guiding values.

In line with this commitment, DAZIA CAPITAL maintains a zero-tolerance policy towards illegal acts or any behaviour that, while not unlawful, may be considered unethical. The company and its employees are committed to acting in a way that is clearly opposed to fraud, corruption, and any breach of regulations.

• GENERAL CODE OF CONDUCT OR ETHICAL CODE

This internal code outlines the basic guidelines and general principles that must guide the behaviour of everyone at DAZIA CAPITAL. It serves as a cornerstone of the company's compliance culture, aiming to guide all team members in their professional activities and business relationships.

• COMMUNICATIONS OR ETHICS CHANNEL

DAZIA CAPITAL has established a web address [LINK], accessible using the code “DAZIA CAPITAL”, as a key tool for monitoring, control, and prevention in the area of ethical and regulatory compliance. This channel promotes a culture of transparency, ethics, and zero tolerance for corruption, fraud, or administrative/criminal misconduct, in accordance with Law 2/2023, of 20 February, on the Protection of Whistleblowers.

This channel is an effective and objective tool through which anyone connected to the organisation may report:

• Any actions or omissions that may constitute breaches of EU law, as defined by the applicable regulations.

• Actions or omissions that may be considered criminal or serious/very serious administrative offences, particularly those that result in financial damage to public finances or social security.

• Significant breaches, or well-founded suspicions of such, of internal regulations or the fundamental principles of the Ethical Code, regardless of whether they also constitute legal violations.

• Questions or concerns regarding the internal regulations established within the Criminal Compliance System.

The channel offers a confidential and secure environment for individuals to report any suspicious or unlawful activities without fear of retaliation.

All reports must be truthful. Whistleblowers are expected to ensure the accuracy of the information provided and must refrain from making false or malicious claims, unfounded allegations, or complaints outside the scope of the law or ethical framework, including cases already under judicial review..

Whistleblowing Channel Policy   

Website channel Privacy Policy

The channel ensures the confidentiality of the identities of whistleblowers, any third parties mentioned in the report, and all actions taken during the handling and processing of reports. It complies with data protection regulations and limits access to authorised personnel only. Personal data will not be retained beyond the legally established period.

• ANTI-CORRUPTION POLICY AND CONFLICTS OF INTEREST PROCEDURE

DAZIA CAPITAL acknowledges the need to adopt and implement an anti-fraud policy, in accordance with international agreements, Article 31 bis of the Spanish Criminal Code, and Ministerial Order HFP/1030/2021 of 29 September, which sets out the management system of the Recovery, Transformation and Resilience Plan, under the framework of Regulation (EU) 2021/241 of the European Parliament and Council of 12 February 2021.

• GENERAL CODE OF CONDUCT FOR THIRD PARTIES

The purpose of this Code is to ensure that any collaborator and/or supplier of DAZIA CAPITAL carries out their business activity in accordance with DAZIA CAPITAL’s General Code of Conduct and all applicable legislation, while also avoiding any behaviour that could be considered unethical.

• TAX GOOD PRACTICES POLICY

Política en la que se establecen los principios y pautas de actuación en materia fiscal, tributaria y contable que han de tener en cuenta y aplicar los integrantes de DAZIA CAPITAL con objeto de garantizar el cumplimiento de la normativa aplicable.

• GENERAL POLICY ON RELATIONSHIPS AND CONTRACTING WITH CLIENTS, PARTNERS AND/OR SUPPLIERS

Está política tiene por objeto establecer las directrices o modelos de comportamiento complementarios del Código General de Conducta a los integrantes de DAZIA CAPITAL para relacionarse y/o contratar con Clientes; Colaboradores y/o proveedores; Administración Pública, Entidades Públicas, autoridades, funcionarios o personal administrativo público.

• PROCEDURE FOR ADMINISTRATIVE INSPECTION OR SUPERVISION

This document outlines the procedure to be followed by DAZIA CAPITAL team members when responding to inspections or official requests. It reflects the organisation’s commitment to cooperation with authorities, while safeguarding its legitimate interests and those of its staff.

• CRIMINAL RESPONSE PROTOCOL

DAZIA CAPITAL has a defined procedure for responding to any knowledge or report of a potential criminal offence committed within the organisation, particularly those reported through the ethical channel relating to breaches of internal regulations that may entail criminal liability for the company.

• DISCIPLINARY SYSTEM

DAZIA CAPITAL has implemented and communicated a disciplinary system for addressing any violations of its internal procedures and regulations.

The determination of sanctions is based on the applicable Collective Bargaining Agreements, the Workers’ Statute, and/or any other relevant regulations.