Internal Code of Conduct Regulations

1. Introduction

The present Internal Code of Conduct Regulations (hereinafter, the "COC") is drafted in compliance with the regulations contained in Regulation (EU) 2020/1503 of the European Parliament and the Council of October 7, 2020 (hereinafter, the "EU Regulation") and in the newly amended Title V of Law 5/2015 on the promotion of business financing, as amended by Law 18/2022 of September 28, on the Creation and Growth of Companies.

The Code of Conduct applies to all URBIX personnel. It constitutes a basic rule of conduct that complements the existing official and legal texts, procedures, and safety instructions already in force at URBIX and on which it is based.

The Code of Conduct is a procedure that defines the principles of conduct for each employee concerning attitude and modus operandi in the daily operations of URBIX PSFP, S.L. (hereinafter “URBIX” or “the company”).

Above all, it serves as a guide and an incentive to instill a sense of responsibility in personnel and raise awareness.

2. Scope of Application

The rules and recommendations of this regulation are mandatory for any of the following individuals:

• a) All members of the Board of Directors, whether natural or legal persons, as well as the representatives of the latter, regardless of whether they are employees or provide their services without compensation.
• b) Executives, employees, and proxies of URBIX.
• c) Other individuals and/or entities providing services to URBIX who, at the discretion of the Control Body of the COC (hereinafter, the "Control Body"), are temporarily subject to the COC due to their involvement or knowledge of an operation related to URBIX, in which case they will sign the corresponding addendum to their service provision contract.
• d) No individual or entity, regardless of their level or position, is authorized to request that a professional commit an illegal act or contravene the provisions of the Code of Conduct.
• e) Likewise, no professional may justify improper, illegal conduct, or any behavior contrary to the Code of Conduct, by claiming to follow the orders of a superior.

3. Corporate Values

Corporate loyalty within the context of the internal code of conduct refers to employees' unwavering commitment to the interests, values, and goals of the company.

This means acting in the company's best interest, maintaining the confidentiality of business information, avoiding conflicts of interest, and promoting conduct that supports the organization's image and reputation.

Corporate loyalty is crucial for internal cohesion, mutual trust, and the company's long-term sustainability, fostering a work environment based on trust, commitment, and collaboration.

By fostering corporate loyalty, the company strengthens employees' emotional connection to its mission and vision, aligning their actions with the company's strategic and financial objectives.

Furthermore, this loyalty contributes to stability and the building of strong relationships with investors, promoters, suppliers, and other business partners, driving the company's sustainable success in the participatory financial market.

3.1. Honesty

Honesty, in the context of the internal code of conduct for a financial company, is defined as the quality of acting with integrity, transparency, and truthfulness in all actions and transactions.

This principle is fundamental due to its impact on both internal and external trust and credibility, regulatory compliance, organizational culture, customer loyalty, and market integrity.

Prioritizing honesty in all operations and work relationships demonstrates the company's commitment to transparency, ethics, and respect for all stakeholders. The company considers honesty to be the fundamental basis upon which strong relationships are built with investors, promoters, business partners, and suppliers, generating a trustworthy image and establishing long-term relationships.

Additionally, honesty is crucial for maintaining market confidence and ensuring compliance with regulations and laws, which is essential to avoid legal sanctions and reputational risks. By fostering an environment where honesty is valued and rewarded, the company promotes an organizational culture based on ethical principles and integrity, which, in turn, strengthens team cohesion and responsible decision-making.

In summary, honesty is not only an essential component of the internal code of conduct but also serves as a pillar for building a solid reputation, maintaining lasting relationships, and contributing to a stable and trustworthy financial market.

3.2. Fairness

Fairness, in the context of the internal code of conduct, refers to the practice of making decisions and taking actions based solely on objective and just criteria, without undue influence, bias, or favoritism.

It is essential for ensuring equity in all aspects of the company’s operations, including management decision-making, resource allocation, and interaction with investors, promoters, business partners, suppliers, and employees.

Fairness promotes a work environment where equality of opportunity, diversity, and non-discrimination are valued and respected, contributing to a fair and harmonious workplace.

By integrating fairness into the internal code of conduct, the company commits to ensuring that all decisions are made justly and equitably, regardless of factors such as origin, gender, sexual orientation, religion, or any other personal characteristic.

This strengthens the company’s integrity, increases employee trust, and fosters a corporate culture based on fairness, respect, and equality.

3.3. Confidentiality

Confidentiality within the framework of the internal code of conduct refers to the protection and preservation of sensitive and private information about the company, its investors, promoters, business partners, suppliers, and employees.

This principle involves ensuring that confidential data, such as financial information, business strategies, personal data, and any other sensitive material, are kept secure and disclosed only to authorized internal or external parties.

Confidentiality promotes trust and loyalty among investors, promoters, business partners, and suppliers by demonstrating the company’s commitment to privacy and information security. Furthermore, it protects the company's reputation by preventing data breaches, fraud, or conflicts of interest.

Effectively implementing confidentiality policies and procedures not only complies with current regulations but also strengthens the company’s relationships with its investors, promoters, business partners, suppliers, and employees by ensuring the protection of their data and the integrity of confidential information at all levels of the organization.

Confidentiality is essential for the company’s credibility and business ethics, fostering a secure work environment and mutual trust among all stakeholders in the financial firm.

3.4. Conduct in Potential Conflicts of Interest.

The "correct conduct in cases of potential conflicts of interest" within the internal code of conduct emphasizes the need to identify, address, and manage transparently and ethically any situation in which an employee's personal interests may conflict with the interests of the company, investors, promoters, business partners, or suppliers.

Employees must recognize potential conflicts of interest and act with integrity, always prioritizing the benefit of the company and its investors, promoters, or business partners over personal interests.

In case of a conflict of interest, employees are expected to immediately disclose the situation to management or the ethics department and comply with the established measures to mitigate the conflict.

This may include abstaining from participating in decisions that could influence the conflict, seeking timely guidance, and taking the necessary actions to ensure that decisions are made impartially and in the best interest of the company and its stakeholders.

Adopting the correct conduct in potential conflict of interest situations strengthens the company's integrity, protects its reputation, and promotes both internal and external trust.

It is imperative that employees act transparently, ethically, and responsibly at all times to maintain the company’s credibility and reputation in the financial sector.

3.5. Insider Information

The misuse of insider information refers to the illegal practice of using confidential, non-public data to gain unfair market advantages. This improper conduct involves leveraging privileged information, which may include confidential financial data, strategic plans, upcoming mergers, pending acquisitions, or other events that have not yet been publicly disclosed.

The misuse of this information to conduct financial transactions, manipulate the market, or influence investment decisions constitutes a serious violation of business ethics and can result in severe legal sanctions, as well as significant damage to the company’s reputation and investor confidence.

It is essential that all employees of the financial company understand the importance of protecting the confidentiality of insider information and strictly adhere to established policies and regulations to prevent the misuse of such internal data, ensuring transparency, fairness, and integrity in all financial operations.

3.6. Value of Talent

The definition of "value of talent" in the internal code of conduct of a financial company involves recognizing and promoting the unique abilities, skills, and individual contributions of employees.

This implies acknowledging that the talent of each employee is a fundamental asset to corporate success and that their development, training, and retention are priorities.

The value of talent is reflected in creating a work environment that fosters professional growth, diversity, inclusion, and equity. The company recognizes that the diversity of talents and perspectives enriches decision-making and innovation.

Likewise, it is committed to providing development opportunities and fair recognition, aligning the valuation of talent with the company's long-term business strategy.

This approach reaffirms the commitment to fairness and equality while promoting a culture of high performance and workplace well-being, contributing to the attraction and retention of the best talent in the participatory financial industry.

3.7. Fair Competition

"Fair competition" refers to the practice of competing in the market ethically, respecting current laws and regulations, without resorting to unfair practices such as sabotage, deception, or defamation of competitors.

In a safe financial environment, fair competition is directly related to transparency in business operations, respect for intellectual property, and compliance with antitrust regulations, among other aspects.

Including this definition in the internal code of conduct reflects the company's commitment to integrity and ethics in its business activities, which, in turn, contributes to trust and credibility in the market.

3.8. Diligence

Diligence and precision in the execution of tasks and contracts refer to the responsibility and thoroughness with which employees approach their duties and commitments.

This ethical dimension requires employees to perform their tasks with meticulousness, attention to detail, and professionalism, ensuring accuracy and quality at every step of the process.

Adhering to this principle implies meeting established deadlines, respecting internal and external procedures, and guaranteeing accuracy and reliability in all actions undertaken.

Diligence and precision are fundamental to safeguarding the integrity and reputation of the company, as well as preventing potential errors, misunderstandings, or breaches that could negatively impact the parties involved.

By maintaining high standards of execution in all activities, employees demonstrate a commitment to operational excellence and transparency, strengthening the trust of investors, promoters, business partners, and regulators in the organization. These values also contribute to efficiency and effectiveness in risk management and informed decision-making, promoting an ethical and responsible work environment within the financial company.

3.9. Environmental Protection

Environmental protection in the context of the internal code of conduct involves adopting practices and policies that ensure business operations and decisions are carried out sustainably and with respect for the natural environment.

This entails considering environmental impacts in decision-making, taking proactive measures to minimize the ecological footprint, promoting conscious consumption practices, and participating in environmental conservation initiatives.

Environmental protection within the financial company goes beyond regulatory compliance, representing an active commitment to environmental responsibility and contributing to the preservation of natural resources for future generations.

The integration of environmental protection into the internal code of conduct reflects the company's belief that environmental sustainability is an essential component of corporate responsibility and long-term value creation.

4. Control Body for the Application of the COC

4.1. Composition.

The Permanent Control Body is a body composed of a minimum of two members and a maximum of five, with appropriate professional experience and conduct for the role.

The composition of the Permanent Control Body shall include at least the following:

• a) A member of the Legal Department.
• b) A member of the Compliance Department.
• c) The power to appoint and remove members rests with the Board of Directors of URBIX.

4.2. Responsibilities.

Any of the “Subject Persons” may contact the Conduct Channel, subject to the COC, via the email address: canal_etico@urbix.es, in order to raise any questions or request special approvals and authorizations.

The Control Body is responsible for ensuring the application and compliance with the rules established in the COC. Additionally, the Control Body will be in charge of:

• a) Responding to queries raised by Subject Persons through the Conduct Channel regarding the rules contained in the COC, as well as informing about the prohibition of certain conduct and the potential sanctions resulting from non-compliance.
• b) Controlling the requested authorizations, resolving queries raised through the Conduct Channel, and respecting and enforcing the information duties established in the COC.
• c) Determining, at any given time, the Subject Persons to whom the COC applies.
• d) Any other powers expressly attributed to it in the COC, as well as any other duties that may be necessary to reduce the risk of non-compliance.

Subject Persons must comply with the Control Body's requirements to ensure adherence to the rules established in the COC. Any action or omission intended to obstruct the functions of the Control Body will be considered a serious offense.

The Control Body will report periodically, at least annually, to the Board of Directors of URBIX on the status of compliance with the COC.

5. Application of the Regulations

5.1. Information.

The Control Body will inform the Board of Directors of URBIX of any relevant incidents related to compliance with the COC. At least annually, the Control Body must prepare a report addressed to the Board of Directors, for their review, which contains an assessment of COC compliance, along with a description of the main incidents that occurred.

5.2. Non-compliance.

Non-compliance with the provisions of the COC will be considered a violation, the severity of which will be determined in accordance with the applicable procedure. Non-compliance by individuals subject to the COC who have an employment contract with URBIX will be treated as a labor offense. Non-compliance by individuals involved under a service or work execution contract will be considered a breach of said contract.

This will be understood without prejudice to the liability that may arise from the provisions of the regulations applicable to Crowdfunding Service Providers, and the rules that develop them, as well as the civil or criminal liability that may be imposed on the non-compliant party.

 

Internal Code of Conduct (COC) - URBIX PSFP, S.L. version 1.0

In case of any doubt, clarification, or interpretation, the original texts in Spanish shall always take precedence.