Legal Provision: Code of Ethics
Geographical Scope: Global
Category: Code
Date of Approval: 9th of October 2024
Approval Body: Board of Directors
Current Version: Version 1.0.

Table of Contents

Chapter I. Introduction
Article 1. Purpose and objective
Article 2. Scope of application
Article 3. Interpretation and Integration of the Code of Ethics

Chapter II. General rules of conduct
Article 4. Compliance with the law and the system of corporate governance
Article 5. Conduct of professional conduct with integrity
Article 6. Protection of the environment
Article 7. Gifts and hospitality
Article 8. Conflicts of interest
Article 9. Restricted and confidential information
Article 10. Irregular payments and money laundering
Article 11. Resources and means for the development of the professional activity
Article 12. Corporate image and reputation

Chapter III. Career and professional development
Article 13. Principles of non-discrimination and equal opportunities
Article 14. Reconciliation of family life and work life
Article 15. Right to privacy
Article 16. Health and safety at work
Article 17. Selection and evaluation
Article 18. Training

Chapter IV. The Company's Environment
Article 19. Customers
Article 20. Suppliers
Article 21. Competitors
Article 22. Company

Chapter V. Additional Provisions
Article 23. Disciplinary regime
Article 24. Updating
Article 25. Acceptance
Article 26. Approval

Chapter I. Introduction

Article 1. Purpose and objective
1.1. WERLAX INVEST, S.L. (hereinafter, "Werlax"), is a modern, technological and innovative company, which operates globally, with employees and collaborators from many different nationalities. Werlax thinks big in all senses and also in the ethical sense, wanting to be committed in a conscious, proactive and mature way with the improvement of the planet and people's lives and, of course, with respect for human rights and civil liberties.
1.2. In accordance with the provisions of Werlax, a principal objective is that its conduct and that of all persons linked to the company, beyond the legislation in force and its system of corporate governance, should respond to and conform to generally accepted ethical principles and social responsibility.
1.3. This Code of Ethics reflects Werlax's commitment to the principles of business ethics and transparency in all areas of activity, establishing a set of principles and guidelines for conduct aimed at guaranteeing the ethical and responsible behaviour of all employees and collaborators of the company in the development of its activity.
1.4. The Code of Ethics forms part of the company's corporate governance system and is fully respectful of the principles of corporate organisation established therein. It also responds to the new criminal prevention obligations imposed in the field of criminal liability of legal entities.
1.5. The Code of Ethics also constitutes a guide for action to ensure the appropriate behaviour of its employees and collaborators, defining the vision, values and principles of Werlax.
Article 2. Scope of application
2.1. The principles and guidelines of conduct contained in the Code of Ethics are mandatory for all Werlax employees, regardless of their hierarchical level, their geographical or functional location and the group company for which they provide their services.
2.2. Werlax will endeavour as far as reasonably possible to ensure that its employees abide by this Code of Ethics in their dealings with Werlax or meet a comparable ethical standard.
2.3. For the purposes of this Code of Ethics, Werlax employees are considered to be the directors, managers and employees of all the companies of the Group, as well as those other persons whose activity is expressly subject to the Code of Ethics.
2.4. For the purposes of this Code of Ethics, Werlax's partners or shareholders, suppliers and clients and any other persons or companies with whom Werlax has strategic, business, commercial or legal relations will be considered collaborators of Werlax.
2.5. Compliance with the Code of Ethics is understood to be without prejudice to strict compliance with the corporate governance system that the company has implemented internally.
Article 3. Interpretation and Integration of the Code of Ethics
3.1. The Code of Ethics, by its nature, does not cover all possible situations but establishes general criteria to guide the conduct of Werlax employees and, where appropriate, to resolve any doubts that may arise in the development of their work activity.
3.2. Any doubts that employees may have about the interpretation of the Code of Ethics should be referred to their immediate superior.

Chapter II. General rules of conduct

Article 4. Compliance with the law and the system of corporate governance
4.1. Werlax employees will strictly comply with current legislation in the development of their activity, in accordance with the spirit and purpose of the rules, and will observe the provisions of the Code of Ethics and the basic procedures that regulate the activity of the company. Likewise, they will fully respect the obligations and commitments assumed in their contractual relations with third parties.
4.2. Company management should be particularly aware of the laws and regulations, including internal regulations, affecting their respective areas of activity and should ensure that employees reporting to them receive adequate information and training to enable them to understand and comply with the legal and regulatory obligations applicable to their job function.
4.3. Even if the legal standards of a particular country, region or locality in which Werlax employees are required to work or provide services are lower than those set out in this Code of Conduct, the obligation to comply with this Code of Conduct shall prevail and shall constitute a "mandatory minimum standard" for all employees.
4.4. Werlax will respect and abide by the judicial or administrative decisions that are issued, but reserves the right to appeal, before as many instances as appropriate when it understands that they are not in accordance with the law and contravene its interests.
4.5. Werlax is committed to and bound by the human and labour rights recognised in national and international law, as well as the guiding principles on which these standards are based.
4.6. In the event of any situation of disrespect for the law, human rights or ethical values, employees must inform the company.
Article 5. Conduct of professional conduct with integrity
5.1. The guiding criteria for the conduct of the company's employees shall be diligence, integrity and respect:
a) Diligence is acting responsibly, knowledgeably, efficiently, professionally and with a focus on excellence and quality.
b) Integrity is acting loyally, honestly, honestly, objectively and in line with the interests of society and with its principles and values as expressed in the Code of Ethics.
c) Respect implies having an open mind and a flexible and empathetic attitude, not judging or discriminating against anyone because of their ideas or beliefs, race, religion, gender, physical characteristics or image. Respect is being proactive and trying to maintain cordial relations between employees that create a quality, pleasant, healthy and safe working environment.
Article 6. Protection of the environment
6.1. Werlax carries out its activities with respect for the environment, meeting or exceeding the standards established in the applicable environmental regulations and minimising the impact of its activities on the environment.
6.2. Werlax wants to contribute from its position to the environmental improvement of the planet and in its innovative activity, as well as in its decision making and in the execution of its projects and works, this principle and value will always be present.
Article 7. Gifts and presents
7.1. Werlax employees may not give or accept gifts or presents in the course of their employment. Exceptionally, the giving and acceptance of gifts or presents will be permitted when the following circumstances concur simultaneously:
(a) are of irrelevant or symbolic economic value;
(b) are the result of politeness or customary business courtesies;
(c) are not prohibited by law or generally accepted commercial practices.
7.2. Employees may not, directly or through an intermediary, offer or grant or solicit or accept unjustified advantages or benefits intended to obtain a benefit, present or future, for the company, for themselves or for a third party.
7.3. No money may be received personally from customers or suppliers, even in the form of a loan or advance.
7.4. Employees may not give or accept hospitality that influences, could influence or could be construed as influencing decision-making.
Article 8. Conflicts of interest
8.1. A conflict of interest shall be deemed to exist in all those cases in which this is considered to be the case under current legislation. In addition, for the purposes of this Code of Ethics, a conflict of interest will be considered to exist in those situations in which the personal interest of the employee and the interest of Werlax directly or indirectly collide. An employee's personal interest exists when the matter affects him/her or a person (natural or legal) related to him/her.
8.2. The following shall be considered as persons related to the employee:
a) The spouse of the employee of the company or the person with an analogous relationship of affectivity.
b) Ascendants, descendants and siblings of the employee or of the employee's spouse (or person with a similar relationship of affectivity).
c) The spouses of the employee's ascendants, descendants and siblings.
d) Entities in which the employee or persons related to him/her, either personally or through an intermediary, are in a position to exercise control or decision-making power or in which they have an economic interest (with the exception of minority shareholdings in listed companies).
e) Companies or entities in which the employee, or any of the persons related to him/her, either by him/herself or through an intermediary, hold a position of administration or management or from which they receive emoluments for any reason.
8.3. In relation to potential conflicts of interest, Werlax employees shall observe the following general principles of conduct:
a) Independence: to act at all times in an exemplary and loyal manner and independently of their own or third parties' interests. Accordingly, they shall refrain at all times from putting their own interests ahead of those of society.
b) Abstention: refrain from intervening in or influencing the taking of decisions that may affect the entities of the company with which there is a conflict of interest, from participating in meetings in which such decisions are raised and from accessing confidential information that affects such conflict.
c) Disclosure: Reporting conflicts of interest in which they are involved. To this end, the existence or possible existence of a conflict of interest must be reported in writing to the immediate superior and to the management responsible for the human resources function. Upon receipt of the communication, the management responsible for the human resources function shall determine whether or not the conflict of interest exists, who in case of doubt may contact Werlax management.
8.4. In the communication, the employee shall indicate:
- Whether the conflict of interest affects him/her personally or through a person related to him/her, identifying that person if applicable.
- The situation giving rise to the conflict of interest, detailing where appropriate the purpose and main terms of the proposed transaction or decision.
- The approximate amount or economic evaluation.
- The department or person in the company with whom the relevant contacts have been initiated.
8.5. These general principles of conduct shall be used in particular in those cases in which the conflict of interest situation is, or can reasonably be expected to be, of such a nature as to constitute a structural and permanent conflict of interest situation between the employee, or a person related to the employee, and any of the company's companies.
8.6. In the event that a conflict of interest is determined to exist, after following the processes and channels mentioned in the preceding paragraphs, only the Board of Directors may authorise the continuation or commencement of an activity despite the existence of such conflict of interest.
Article 9. Restricted and confidential information
9.1. As Werlax is a technological and innovative company, the secrecy and protection of ideas and know-how, as well as of any work or invention susceptible of being protected as intellectual or industrial property, is of great importance.
9.2. The non-public information owned by Werlax will, in general, be considered as reserved and confidential information, and will be subject to professional or business secrecy, and its content may not be disclosed to third parties, unless expressly authorised by the competent body of the company in each case or unless required by law, court order or administrative authority.
9.3. Likewise, if Werlax collaborates in projects with third parties, such as universities or technological centres or other technological companies or with external persons and normally this collaboration must be carried out within a framework of secrecy and confidentiality; the Company may incur serious responsibilities if it does not comply with this obligation. The guarantee of the security of secrecy and confidentiality is essential to have the confidence of third party collaborators.
9.4. It is the responsibility of the Company and all its employees to provide sufficient resources and means of security and to apply established procedures to protect confidential and proprietary information recorded on physical or electronic media against any internal or external risk of non-consensual access, manipulation or destruction, whether intentional or accidental. To this end, employees shall keep the content of their work confidential in their relations with third parties.
9.5. Disclosing confidential and proprietary information and using confidential and proprietary information for private purposes contravenes this Code of Ethics.
9.6. All reasonable indications of leaks of confidential and proprietary information and of the private use thereof must be reported by those who become aware of them to their immediate superior or, if the circumstances so require, to the management responsible for the human resources function.
9.7. In the event of termination of the employment or professional relationship, the reserved and confidential information shall be returned by the employee to the Company, including the documents and storage media or devices, as well as the information stored in his/her computer terminal, with the employee's duty of confidentiality subsisting in all cases.
Article 10. Irregular payments and money laundering
10.1. Werlax establishes policies to prevent and avoid in the course of its operations the making of irregular payments or money laundering originating from illicit or criminal activities. The aforementioned policies establish specific controls on those economic transactions, both collections and payments, of an unusual nature or amount made in cash or with bearer cheques, as well as on all those payments made to entities with bank accounts opened in tax havens.
Article 11. Resources and means for the development of the professional activity
11.1. Werlax undertakes to make available to its employees the necessary and adequate resources and means for the development of their work activity and for the correct compliance with this Code and its development regulations (policies, rules and procedures).
11.2. Without prejudice to the mandatory compliance with the company's specific rules and procedures on resources and means, employees undertake to make responsible use of the resources and means made available to them, using them exclusively for work activities in the interests of the company, so that such resources and means shall not be used or applied for private purposes. Employees shall avoid any practices, especially superfluous activities and expenditures that diminish the creation of value.
11.3 Werlax is the owner of the property and the rights of use and exploitation of the software and computer systems, equipment, manuals, videos, projects, studies, reports and other works and rights created, invented, developed, perfected or used by its employees, within the framework of their work activity or on the basis of the computer facilities and/or resources of the Company.
11.4. Employees shall respect the principle of confidentiality with respect to the characteristics of the rights, licences, programmes, systems and technological knowledge, in general, whose ownership or exploitation or use rights correspond to Werlax. Any information or disclosure about the company's computer systems will require prior authorisation.
11.5. The use of the equipment, systems and computer programmes that the company makes available to employees for the development of their work, including the facility of access and operation on the Internet, must be adjusted to criteria of security and efficiency, excluding any use, action or computer function that is illicit or contrary to the rules or instructions of Werlax.
11.6. Employees shall not exploit, reproduce, replicate or transfer computer systems and applications for purposes that are alien to them. Furthermore, employees shall not install or use software or applications on computer equipment provided by the Company that are illegal to use or that may damage the systems or harm the image or interests of customers or third parties.
11.7. Werlax reserves the right to monitor the computer equipment it owns and to carry out checks on installed programmes, contents, etc., as well as to have access to e-mails using the Company's domain name (@clyype.com) and their content. The Company will develop this right by means of internal regulations and will duly inform the employees. In any case, this right shall always be exercised with the utmost respect for the labour regulations and jurisprudence in force at any given time.
Article 12. Corporate image and reputation
12.1. All Werlax employees and managers must take the utmost care to preserve the good image and reputation of the Company in all their work and professional activities.

Chapter III. Career and professional development

Article 13. Principles of non-discrimination and equal opportunities
13.1 Werlax promotes non-discrimination on the grounds of race, colour, nationality, social origin, age, sex, marital status, sexual orientation, ideology, political opinions, religion or any other personal, physical or social condition of its employees, as well as equal opportunities among them.
13.2. In particular, equal treatment for men and women shall be promoted as regards access to employment, training, promotion and working conditions, as well as access to and supply of goods and services.
13.3. The selection and promotion of employees is based on competencies, performance of professional duties, merit and ability criteria defined in the job requirements.
13.4. Werlax rejects any manifestation of violence, physical, sexual, psychological or moral harassment, abuse of authority at work and any other conduct that generates an intimidating or offensive environment for the personal rights of its employees.
Article 14. Reconciliation of family life and working life
14.1. Werlax respects the personal and family life of its employees and will promote work-life balance programmes that facilitate the best balance between their personal and family life and their work responsibilities.
Article 15. Right to privacy
15.1. Werlax respects the right to privacy of its employees, in all its manifestations, and especially with regard to personal, medical and economic data.
15.2. Employees undertake to make responsible use of the means of communication, computer systems and, in general, any other means that the company makes available to them in accordance with the policies and criteria established for this purpose. Such media are not provided for personal use and are therefore not suitable for private communication. In this sense, they do not give rise to an expectation of privacy in the event that they should be supervised by the Company in the proportionate performance of its control duties and rights.
15.3 Werlax undertakes not to disclose the personal data of its employees, except with the consent of the interested parties and in cases of legal obligation or in compliance with judicial or administrative resolutions. Under no circumstances may the personal data of employees be processed for purposes other than those legally or contractually provided for.
15.4. Employees who in the course of their work have access to the personal data of other employees of the Company shall undertake in writing to keep such data confidential.
15.5. Werlax will ensure that relevant departments or bodies to this purpose will comply with the requirements of personal data protection legislation with regard to communications sent to them by employees in accordance with the provisions of the Code of Ethics.
15.6. Werlax, both in its relations with its employees and collaborators, as well as in the development of its activity in general, complies and will comply with the European standards of protection of personal data, contained in Regulation (EU) 2016/679 of the Parliament and of the Council, of 27 April 2016, on the protection of natural persons with regard to the processing and free movement of personal data.
Article 16. Health and safety at work
16.1. Werlax will provide its employees with the necessary resources and knowledge so that they can carry out their functions safely and in a healthy environment. In addition, it will promote an occupational health and safety programme and will adopt the preventive measures established in this respect in the legislation in force and any others that may be established in the future.
16.2. Employees of the Company shall observe with particular attention the rules relating to health and safety at work, with the aim of preventing and minimising occupational hazards.
16.3. Promote compliance with their occupational safety and health standards and programmes by the enterprises with which they operate and maintain relationships.
Article 17. Selection and evaluation
17.1. Werlax will maintain rigorous and objective selection programmes, based solely on the academic, personal and employment merits of the candidates and the needs of society.
17.2. Employees will be evaluated in a rigorous and objective manner, based on their individual and collective work performance.
17.3. Employees shall be involved in the definition of their objectives and shall be aware of the assessments made of them.
Article 18. Training
18.1. The training of employees shall be promoted through training programmes that will promote equal opportunities and career development in line with the achievement of societal goals.
18.2. Employees undertake to continuously update their technical and managerial knowledge and to take advantage of the Company's training programmes.

Chapter IV. The Company's Environment

Article 19. Clients
19.1. Werlax, applying in all cases rules of transparency, information and protection, is committed to offer a quality of services and products equal or superior to the requirements and quality standards established by law, competing in the market and carrying out marketing and sales activities based on the merits of its products and services.
19.2. In this sense, it will guarantee the confidentiality of its clients' data, undertaking not to disclose them to third parties, except with the client's consent or by legal obligation or in compliance with judicial or administrative resolutions.
19.3. The collection, use and processing of customers' personal data shall be carried out in such a way as to guarantee the right to privacy and compliance with the legislation on the protection of personal data, as well as the rights recognised to customers by the legislation on information society services and electronic commerce and other applicable provisions.
19.4. In pre-contractual or contractual relations with customers, transparency shall be promoted and information shall be provided on the various existing alternatives, especially with regard to services and products.
19.5. Employees will avoid any kind of interference or influence from clients or third parties that may alter their impartiality and work objectivity and will not receive any kind of remuneration (monetary or in kind) from clients or, in general, from third parties, for services related to Werlax's own activity.
Article 20. Suppliers
20.1. The company shall adapt the supplier selection processes to criteria of objectivity and impartiality and shall avoid any favouritism in their selection.
20.2. Employees who have access to suppliers' personal data must maintain the confidentiality of such data and comply with the provisions of the legislation on the protection of personal data, insofar as applicable.
20.3. Information provided by company employees to suppliers shall be truthful and not misleading.
Article 21. Competitors
21.1. Werlax undertakes to compete fairly in the markets and will not engage in misleading or disparaging advertising to its competitors or third parties.
21.2. Obtaining information from third parties, including competitor information, shall be carried out in a lawful manner.
21.3. Free competition shall be promoted for the benefit of consumers and users.
Article 22. Company
22.1. Relations with authorities, regulatory bodies and public administrations shall be based on the principles of co-operation and transparency.
22.2. Werlax will inform in a truthful, adequate, useful and congruent way about its programmes and actions. Transparency of information is a basic principle that must govern the actions of employees.
22.3. The economic and financial information, in particular the annual accounts, shall give a true and fair view of the economic and financial situation and of the assets and liabilities, in accordance with generally accepted accounting principles and the applicable financial reporting standards.
22.4. Werlax expresses its firm commitment to the principles of corporate social responsibility as an integrating framework for its programmes and actions with employees, clients, suppliers and all stakeholders with whom it relates.
22.5. Likewise, Werlax declares its firm commitment to the principles of the policy for the prevention of crime, against fraud and, in particular, with the non-execution of practices that may be considered irregular in the development of its relations with clients, suppliers, competitors, authorities, etc., including those related to money laundering.
22.6. In any case, the activity of Werlax will always be governed by a desire to comply with regulations and in no case will behaviour that implies infringement or fraud of the Law be tolerated.

Chapter V. Additional provisions

Article 23. Disciplinary regime
23.1. The company shall develop the necessary measures for the effective implementation of the Code of Ethics.
23.2. No one, regardless of level or position, is authorised to request or authorise an employee to commit an act that is illegal or in contravention of the Code of Ethics. In turn, no employee may justify improper or illegal conduct or conduct that contravenes the Code of Ethics on the basis of an order from a superior.
23.3. When Human Resources determines that a company employee has carried out activities that contravene the provisions of the law or the Code of Ethics, the application of disciplinary measures will take place in accordance with the system of sanctions provided for in the collective agreement of the company to which the employee belongs or in the applicable labour legislation.
Article 24. Updating
24.1. The Code of Ethics will be reviewed and updated periodically, taking into account suggestions and proposals made by Werlax employees and managers.
24.2. Any revision or update that entails a modification of the Code of Ethics will require the approval of the Administrative Body of Werlax.
Article 25. Acceptance
25.1. Werlax employees expressly accept the rules of conduct set out in the Code of Ethics.
25.2. Employees who join or become part of the company in the future shall expressly accept the principles and rules of conduct set out in the Code of Ethics.
25.3. The Code of Ethics will be attached to the employment contracts of all Werlax employees.
25.4. The Werlax Code of Ethics will be annexed, as far as is reasonable and possible, to the contracts signed with suppliers and collaborators, especially those that are considered critical in the development regulations or that said adherence or acceptance is carried out by reference to the same.
25.5. The Code of Ethics of Werlax will be publicly communicated through its website and at all times must communicate the current version indicating the date of update.
Article 26. Approval
26.1. The Code of Ethics was approved in its first version at the meeting of the Board of Directors, at the meeting held on 9th of October 2024.

Girona, 9th of October 2024