EERP Code of Conduct

Approved by the Sole Administrator on 8 June 2026 · Version 1.0

PREAMBLE

European Equity Research Partners, S.L. (hereinafter, «EERP» or the «Company»), incorporated in Spain as a limited liability company, registered in the Commercial Registry of Valencia, with tax identification number (CIF) B88666292 and registered office at Plaza General Santes, 4, Bajo 2, 46160 Llíria (Valencia), has as its principal purpose the preparation, production and publication of financial analysis reports and equity research, in accordance with CNAE code 66.13, and the development of strategic, financial and communication consultancy activities for listed companies and IPOs, in accordance with CNAE code 70.20, with the express exclusion of regulated investment services that require authorisation as an investment firm under MiFID II.

This Code of Conduct (hereinafter, the «Code») constitutes the fundamental internal rule articulating the ethical, professional and regulatory-compliance principles applicable to all of EERP's activity, as well as to all natural and legal persons who, under any link whatsoever, participate in that activity or relate to the Company under conditions that justify their subjection to this Code.

EERP declares its voluntary, formal and express adherence to the European Union Code of Conduct for Issuer-Sponsored Research (hereinafter, the «EU Code»), established by the regulatory technical standards adopted pursuant to Article 24(3c) of Directive 2014/65/EU (hereinafter, «MiFID II»), as amended by Directive (EU) 2024/2811 (hereinafter, the «Listing Act Directive»). Those regulatory technical standards were adopted by the European Commission by means of the Commission Delegated Regulation of 21 May 2026 [document C(2026) 3226 final] and notified to the Council on 26 May 2026, being subject to the non-objection period of the European Parliament and of the Council in accordance with Article 13 of Regulation (EU) No 1095/2010. As at the date of approval of this Code, that Delegated Regulation has not yet been published in the Official Journal of the European Union nor has it entered into force —which will occur, where applicable, on the third day following that of its publication—, and therefore the «issuer-sponsored research» label is not yet legally operative. Consequently, EERP's adherence to the EU Code is of an anticipatory and preparatory nature, intended to ensure that EERP is in a position for its research to be distributed under that label as soon as the Delegated Regulation enters into force.

Likewise, EERP declares its full commitment to compliance with:

This Code is approved within the framework of Article 27 of EERP's Articles of Association, which establishes the statutory commitment to structure the research activity in accordance with the EU Code, and is complemented by the Conflicts of Interest Policy, the preparation and maintenance of which is the responsibility of the Sole Administrator in accordance with Article 28 of those same Articles of Association.

EERP is aware that its operating model rests on internal coordination by the Company and on the outsourcing to qualified External Analysts of the substantive production of the analysis, without prejudice to the possibility that the Head of Research may exceptionally act as author of certain research pieces. This architecture, which is perfectly compatible with the applicable European regulation, requires a rigorous, contractually articulated compliance regime that guarantees that External Analysts comply with the same obligations of objectivity, independence and transparency as would be required of internal analysts, in accordance with Clause 2(4) of the EU Code. This Code articulates that regime.

TITLE I. GENERAL PROVISIONS

Article 1. Purpose and object of the Code

1.1. The purpose of the Code is to establish the ethical principles, professional standards, operating procedures and regulatory-compliance obligations applicable to all of EERP's activity in the field of financial analysis, the production of research, the issuance of investment recommendations and the provision of ancillary services.

1.2. The Code seeks to:

Article 2. Applicable regulatory framework

2.1. EERP is governed, in the conduct of its activity, by the following regulation, cited without prejudice to any other that may be applicable:

2.2. In the event of a conflict between rules, the rule of higher rank shall prevail and, failing that, the most demanding rule from the standpoint of investor protection and market integrity.

Article 3. Definitions

For the purposes of this Code, the following terms shall mean:

Article 4. Subjective scope of application

4.1. The Code binds, without exception, the following Subject Persons:

4.2. Specific regime for legal persons that are Subject Persons. Where a Partner or Subject Person is a legal person (in particular, the domestic and foreign holding companies through which certain Partners participate in the capital of EERP), the civil, commercial and patrimonial obligations of the Code are enforceable against the legal person, without the Code seeking to extend, in civil-patrimonial terms, those obligations automatically to the natural persons who control that legal entity.

Notwithstanding the foregoing, the obligations that directly applicable European regulation imposes personally on the natural persons who act in or on behalf of those legal persons (in particular, the obligations of MAR, of Delegated Regulation 2016/958 and of the EU Code relating to personal account dealing, disclosure of interests, abstention from the use of inside information and the like) shall be complied with by those natural persons in their specific role, without the interposition of the legal person serving to circumvent them. This unavoidable minimum subjection of the natural person to directly applicable European regulation does not, in itself, give rise to civil-patrimonial liability of the natural person vis-à-vis EERP beyond that arising from the regulation itself.

The Shareholders' Agreement shall articulate in greater detail the regime of liability of the natural persons who control the partner holding companies vis-à-vis EERP for compliance with the Code, by means of mechanisms such as guarantees, personal sureties or specific enforceability clauses, on the terms agreed by the partners.

4.3. Subject Persons are responsible for procuring that their Linked Persons do not act in contravention of the regime of information barriers, personal account dealing and conflicts of interest established in this Code, to the extent that those Linked Persons may be affected by information, positions or interests controlled by the Subject Person.

Article 5. Objective scope of application

5.1. The Code applies to all activity of EERP that falls, directly or indirectly, within its corporate purpose, and in particular to:

5.2. The Conflicts of Interest Policy, the remaining internal policies developed in application of this Code, and the operating procedures approved by the Compliance Officer, complement and develop this Code without contradicting it.

Article 6. Binding nature and publicity

6.1. The Code is binding on all Subject Persons from the moment of its entry into force or, in the case of subsequent incorporation, from the moment of their link with EERP.

6.2. EERP shall publish the Code on its corporate website, in a version accessible to the public, in accordance with Article 28 of the Articles of Association. Any material amendment of the Code shall be published simultaneously, indicating the date of entry into force.

TITLE II. GUIDING PRINCIPLES

Article 7. Fundamental principles

The activity of EERP and the conduct of Subject Persons are governed by the following fundamental principles, which are interpreted in a demanding and joint manner:

7.1. Principle of independence. EERP produces research based exclusively on public information, on meetings with the Issuer's management whose content respects the MAR regime, and on the autonomous analytical judgement of the Analyst, without being subject to any instruction, suggestion or influence, direct or indirect, from the Issuer, from EERP's Partners, from distributing investment firms, from Allied Exchanges, or from any third party.

7.2. Principle of objectivity. The research presents the facts, the analyses and the conclusions in a fair, clear and non-misleading manner, in accordance with Article 24(3a) MiFID II and Article 3 of Delegated Regulation 2016/958. Facts are distinguished from opinions, sources are appropriately identified, and the assumptions of the models are made explicit.

7.3. Principle of honesty and integrity. Subject Persons act with honesty, good faith and professional rectitude in all their internal and external relations, avoiding any form of deception, manipulation, wilful concealment or fraud.

7.4. Principle of transparency. EERP discloses conflicts of interest, contractual relationships with Issuers, relevant remuneration agreements, alliances with Allied Exchanges and any other circumstance that may affect the perception of the objectivity of the research, in accordance with the disclosure regime of Delegated Regulation 2016/958 and of the EU Code.

7.5. Principle of professionalism. Subject Persons maintain the competences, knowledge and diligence necessary for the performance of their functions, in accordance with the standards of the financial analyst profession and the applicable regulation.

7.6. Principle of confidentiality. Subject Persons protect the confidential information obtained in the exercise of their function, whether relating to EERP, to the covered Issuers, to the recipient investors or to third parties.

7.7. Principle of avoidance of market harm. Subject Persons refrain from any conduct that may constitute market abuse under MAR, manipulation, improper use of inside information, front-running, tipping, unlawful communication of information or any other practice contrary to market integrity.

7.8. Principle of regulatory compliance. EERP and Subject Persons comply with the applicable regulation in full, in a non-formalistic manner. Doubtful interpretation of a rule is resolved in favour of the option most protective of the investor and of market integrity.

7.9. Principle of personal responsibility. Each Subject Person is individually responsible for compliance with the Code in his or her specific role. Membership of the organisation or outsourcing does not attenuate personal responsibility on the terms in which the applicable regulation imposes it.

7.10. Principle of functional separation. EERP maintains an effective separation between the commercial function (assumed by the Partners and, where applicable, by dedicated commercial staff) and the editorial function (Head of Research, External Analysts and the compliance function), so that the analytical decision is not affected by commercial considerations, in accordance with Title VI.

7.11. Principle of effective control of the subcontractor. EERP, as the entity responsible vis-à-vis the EU Code and vis-à-vis the distributing investment firms, exercises effective and documented control over the contracted External Analysts, guaranteeing that those External Analysts comply with the obligations of this Code and of the EU Code, in accordance with Clause 2(4) of the EU Code.

Article 8. Primacy of the principles

8.1. The guiding principles have interpretative and normative value. In case of doubt as to the conduct due in a specific situation, Subject Persons shall be guided by the principles and shall consult the Compliance Officer.

8.2. Merely formal compliance with the Code does not exempt from substantive compliance with the guiding principles. Conduct that respects the letter of the Code but contradicts its principles constitutes a breach of the Code.

TITLE III. GOVERNANCE STRUCTURE OF COMPLIANCE AND OF THE EDITORIAL FUNCTION

Article 9. Internal Compliance Officer: the Sole Administrator

9.1. EERP's internal Compliance function is performed by the Sole Administrator of the Company, in his or her capacity as Compliance Officer, in accordance with the statutory attribution of Article 28 of the Articles of Association.

9.2. The Compliance Officer is responsible for:

9.3. The Compliance Officer exercises his or her function independently of the commercial function.

9.4. Recusal regime. In those matters in which the Compliance Officer may have a direct or indirect conflict of interest, arising from his or her status as a Partner, from his or her family connection with other Partners, or from any other personal circumstance, the Compliance Officer shall recuse himself or herself and shall refer the matter to the General Meeting of Partners, which shall resolve it or appoint the person who is to resolve it; where an External Compliance Adviser has been appointed, that adviser may be entrusted with the function of ad hoc Compliance Officer for that matter. The recusal and the decision adopted shall be documented in the corresponding register and incorporated into the file.

Article 9 bis. Regime for the articulation of functions when they coincide in the same natural person

9 bis.1. This Code, as well as the Conflicts of Interest Policy and the other documents of EERP's normative corpus, have been drafted with a vocation of permanence and with the foreseeing that the functions they articulate may, over time, be concentrated in the same natural person or dissociated among different natural persons, as the operational and governance circumstances of the Company may advise at any given time.

9 bis.2. In particular, the functions of the Sole Administrator and of the internal Compliance Officer may, in accordance with Article 9 of the Code, fall to the same natural person —as is the case at the time of the initial approval of the Code— or be dissociated by the subsequent appointment, by the General Meeting of Partners or by the competent body, of a dedicated professional Compliance Officer distinct from the Sole Administrator.

9 bis.3. Where the same natural person simultaneously performs the functions of the Sole Administrator and of the internal Compliance Officer, the obligations of reporting, escalation, review, communication or information that this Code and the Conflicts of Interest Policy provide between one and the other shall be deemed fulfilled:

9 bis.4. In the scenario of concentration of functions referred to in the preceding paragraph, the General Meeting of Partners constitutes the substantive mechanism of control and supervision of compliance by the Company and, where appointed, the External Compliance Adviser, without prejudice to the specific functions of the Internal Review Committee and of the whistleblowing channel.

9 bis.5. At the time the Company decides to dissociate the functions of the Sole Administrator and of the internal Compliance Officer, by appointing a distinct professional Compliance Officer, the obligations of reporting, escalation, review and communication between the two functions shall apply fully in accordance with the literal wording of the Code and of the Conflicts of Interest Policy, without the need for additional normative amendment.

Article 10. External Compliance Adviser

10.1. EERP may appoint, when it considers it necessary, an External Compliance Adviser, in the form of a law firm specialising in financial markets and regulatory compliance, appointed by the Sole Administrator.

10.2. The External Adviser provides support to the internal Compliance Officer and assumes specific functions in, at least, the following matters:

10.3. The identity of the External Adviser is communicated internally to all Subject Persons and is updated with each change. Subject Persons may address the External Adviser in the cases provided for in Title XIV (whistleblowing channel) when the internal channel presents a conflict of interest with the internal Compliance Officer.

Article 11. Head of Research: structural function and modalities of action

11.1. The Head of Research is the structural element that guarantees the analytical quality, methodological consistency and compliance with the Code and with the applicable regulation in each research piece prior to its publication. The Head of Research forms part of the Company's editorial function and is excluded from the commercial function in accordance with Article 51.

11.2. As a general rule, the Head of Research:

Article 12. Ordinary modality: editorial approval of pieces signed by External Analysts

12.1. In the ordinary modality of action, research pieces are produced by a contracted External Analyst, who signs the piece as sole author. The Head of Research performs, in relation to those pieces, the function of editorial approver.

12.2. Editorial approval by the Head of Research is an internal-organic act of validation of the analytical quality, methodological consistency and regulatory compliance of the piece, a necessary condition for its publication.

12.3. Editorial approval does not constitute authorship or co-authorship of the piece, and does not appear as a signature in the published piece. The name of the Head of Research does not appear as author or co-author of the pieces signed by External Analysts.

12.4. Editorial approval is documented in EERP's internal records, with a written record being kept of:

12.5. The editorial approval records are accessible to the Compliance Officer, to the External Compliance Adviser, to the competent supervisory authorities and to the distributing investment firms on the terms required by the regulation or the contractual relationship, in accordance with Title XIII.

Article 13. Complementary modality: the Head of Research as authoring Analyst

13.1. Exceptionally, the Head of Research may act as the sole authoring Analyst of certain research pieces, in particular thematic research, academic papers, cross-coverage notes, sectoral overviews or pieces requiring his or her direct substantive intervention for reasons of qualification, sectoral knowledge or operational circumstances.

13.2. Where the Head of Research acts:

13.4. The proportion and frequency with which the Head of Research acts as authoring Analyst are documented in the quarterly reporting to the Sole Administrator in accordance with Article 16 and, where applicable, in the annual reporting of the Compliance Officer.

Article 14. Guarantees of editorial stability and independence of the Head of Research

14.1. The guarantees of independence of the Head of Research include, as a minimum:

14.2. The specific guarantees of protected removal and the contractual protection mechanisms of the Head of Research shall be developed in the Shareholders' Agreement and in the individual contract of the Head of Research.

Article 15. Internal Review Committee

15.1. EERP does not constitute an Internal Review Committee, unless it is explicitly approved by the General Meeting of Partners.

15.2. So long as the Internal Review Committee is not constituted in accordance with the preceding paragraph, the functions that this Code attributes to that Committee shall be performed by the Compliance Officer, with the support of the External Compliance Adviser where appropriate. References to the Internal Review Committee contained in this Code shall be understood as made to the Compliance Officer while the Committee does not exist.

Article 16. Internal reporting and reporting to the administrative body

16.1. The Compliance Officer presents to the Sole Administrator and to the General Meeting of Partners. In the event that the Compliance Officer is himself or herself the Sole Administrator, he or she shall present it directly to the General Meeting of Partners. On an annual basis, a compliance report that includes:

16.2. The Head of Research presents, on a quarterly basis, a report to the Sole Administrator on the status of coverage, the compliance of the contracted External Analysts, the historical distribution of recommendations (BUY/HOLD/SELL) both aggregated and broken down by contractual relationship with the Issuer, the pieces signed by him or her as authoring Analyst during the quarter and any relevant editorial incident.

Article 16 bis. General regime of appointments in the field of compliance and of the research activity

16 bis.1. The appointments of persons performing specific functions provided for in this Code and in the other documents of EERP's normative corpus are governed by the regime of this article, without prejudice to the non-derogable competences attributed by the Capital Companies Act and by the Articles of Association to the corporate bodies.

16 bis.2. As a general principle, the appointments of persons performing material functions in the field of compliance, internal governance or the research activity of EERP are not the exclusive competence of the Sole Administrator, but require institutional backing of the Partners in accordance with the regime of this article.

16 bis.3. The following appointments require a resolution of the General Meeting of Partners adopted by the reinforced majority established by the Articles of Association or the Shareholders' Agreement:

16 bis.4. The following acts require a resolution of the General Meeting of Partners adopted by absolute majority of the share capital:

16 bis.5. The following appointments are made by the Sole Administrator with the prior consent of the Partners party to the Shareholders' Agreement, expressed by the majority established in the Agreement, without the need for a formal resolution of the General Meeting:

16 bis.6. The automatic attribution of the internal Compliance Officer to the Sole Administrator in accordance with Article 9 of the Code, where the functions coincide, does not require an additional act of appointment, without prejudice to the decision of express acceptance of the Sole Administrator in accordance with Article 9.

16 bis.7. Where there is reasonable doubt as to whether an appointment is to be classified in one or another paragraph of this article, or where an appointment not expressly provided for in this Code arises, the classification that best protects the integrity of the Company's compliance regime shall prevail and, in any event, the criterion of the External Compliance Adviser shall be heeded. Where the appointment materially affects the compliance regime, governance, editorial function or professional representation of the Company, it shall require a resolution of the General Meeting in accordance with paragraphs 3 or 4 of this article.

16 bis.8. Appointments are documented in the minutes of the General Meeting or in a reasoned decision of the Sole Administrator as the case may be, and are kept in the institutional archive. The express acceptance of the appointee is documented in writing as a condition of effectiveness of the appointment.

16 bis.9. The regime of this article applies without prejudice to the specific regimes of cessation, replacement and interim succession provided for in the respective articles of this Code and of the Conflicts of Interest Policy.

TITLE IV. PRODUCTION OF THE RESEARCH

Article 17. Research modalities

17.1. EERP produces research in two main modalities:

17.2. Whatever the modality, all research pieces produced by EERP shall comply with the guiding principles of Title II, the standards of objectivity and independence, and the applicable disclosure obligations.

Article 18. Roles, authorship and editorial review

18.1. The production of each research piece is articulated in the following roles:

18.2. The editorial review addresses, as a minimum:

18.3. The Head of Research, in his or her function of editorial approver in respect of pieces signed by External Analysts, may:

18.4. The commercial function may not intervene in the editorial review or in the publication decision. Any attempt at commercial intervention must be reported to the Compliance Officer and a written record kept.

18.5. Double validation regime where the Head of Research acts as authoring Analyst. In order to prevent the Head of Research from acting simultaneously as author and as his or her own editorial approver, the pieces signed by him or her as authoring Analyst are subject to the following reinforced regime:

Article 19. Standardised analytical methodology

19.1. EERP may approve and maintain an Analytical Methodology Policy as a separate internal document, approved by the Head of Research with the agreement of the Compliance Officer, which shall regulate in detail:

19.2. The methodology shall be applied consistently to issuer-sponsored research and to non-sponsored research, and regardless of who acts as authoring Analyst (External Analyst or Head of Research), without the sponsored nature of the research or the identity of the author affecting the methodology applied, in accordance with Clause 2(3)(a) of the EU Code.

Article 20. Use of technological and analytical tools

20.1. If EERP, the External Analysts or the Head of Research use technological or analytical tools in the production of the research (including, without limitation, data-extraction tools, quantitative models, natural-language-processing systems or others), the final responsibility for the published content lies with the authoring Analyst of the piece, without the use of those tools exempting from the obligation of full human review and validation.

20.2. The use of such tools shall be documented and traced. A specific Policy on the Use of Technology in Research Production, separate from this Code, may regulate these aspects in detail, including the obligations arising from Regulation (EU) 2024/1689 on Artificial Intelligence.

Article 21. Compliance with MAR and with Delegated Regulation 2016/958 in each research piece

21.1. Every research piece published by EERP that constitutes an investment recommendation shall comply with:

21.2. The obligations of Delegated Regulation 2016/958 are additional and cumulative in respect of the obligations of the EU Code for issuer-sponsored research, not exclusive.

Article 22. Regime of factual review by the Issuer

22.1. In the case of issuer-sponsored research, EERP may provide the Issuer, prior to publication, only with the factual sections of the report, for the exclusive purpose of verifying the accuracy of facts and descriptive data, in accordance with Clause 2(3)(f) of the EU Code.

22.2. The Issuer shall not have access, at any time prior to publication, to:

22.3. The factual review process shall comply with the following conditions:

22.4. The factual review does not affect the independence of the authoring Analyst or the integrity of the analytical conclusion. The Issuer may not seek to modify the valuation section, the recommendation or the target price. Any attempt to do so shall be documented and, where applicable, shall give rise to the corresponding contractual and disciplinary consequences.

Article 23. Compliance with the EU Code in each piece of issuer-sponsored research

23.1. EERP shall fully comply with the EU Code in each piece of issuer-sponsored research. In particular:

23.2. EERP may submit, on its own initiative, its compliance with the EU Code to the opinion of an independent external auditor in accordance with Article 2(3)(a) of the Delegated Regulation of the EU Code, in order to facilitate distribution by third-party investment firms.

Article 24. Specific regime for non-sponsored research

24.1. Non-sponsored research shall fully comply with:

24.2. Non-sponsored research shall not be labelled as «issuer-sponsored research» and shall not be subject to the regime of the EU Code.

24.3. Non-sponsored research shall be clearly identified as such in the piece, being distinguished from issuer-sponsored research in its presentation.

Article 25. Flash notes and updates

25.1. Flash notes (notes of immediate impact upon material events) and quarterly updates constitute research for all purposes of this Code, of MAR and of Delegated Regulation 2016/958.

25.2. Flash notes shall be published within a reasonable period after the material event that motivates them, maintaining the quality standards and the mandatory disclosures. Urgency does not exempt from compliance with the Code or from the editorial review by the Head of Research, which may be organised in an abbreviated format but may never be omitted.

Article 26. Correction and withdrawal of research

26.1. If, after publication, material errors, relevant omissions or breaches of the EU Code or of the applicable regulation are detected, EERP shall proceed to:

26.2. The withdrawal or non-publication at the initiative of the Issuer shall only be admitted in accordance with the terms of the contract with the Issuer and, in any event, without prejudice to the Issuer's payment obligations established in the contract.

TITLE V. CONFLICTS OF INTEREST

Article 27. Conflicts of Interest Policy

27.1. EERP maintains a specific Conflicts of Interest Policy, approved by the Sole Administrator in accordance with Article 28 of the Articles of Association, published on the corporate website, and reviewed at least annually and whenever material changes occur.

27.2. The Conflicts of Interest Policy develops in detail the regime established in this Title and is considered an integral part of the Code for the purposes of Article 6.

Article 28. Identification of conflicts of interest

28.1. EERP maintains a catalogue of potential and actual conflicts, organised into the following categories, the enumeration not being exhaustive:

28.2. The catalogue is kept up to date by the Compliance Officer and is reviewed at least quarterly by the Internal Review Committee.

Article 29. Register of conflicts of interest

29.1. EERP maintains a Register of Conflicts of Interest in accordance with Clause 1(2) of the EU Code, in electronic format, managed by the Compliance Officer, which records:

29.2. The Register is accessible to the External Compliance Adviser, to the Head of Research, and to the supervisory authorities and the distributing investment firms, on the terms required by the regulation or the contractual relationship.

Article 30. Specific regime of the 5% concentration

30.1. Where an Issuer represents more than 5% of EERP's consolidated gross income of the previous year, the following additional management measures shall apply:

30.2. Additionally, during the first financial years of EERP's operation, in which the portfolio may be concentrated in a reduced number of clients, EERP may publish on its website information on the composition of the client portfolio, in qualitative terms compatible with contractual confidentiality, with the aim of preventing any informational asymmetry with respect to the recipient investors of the research.

30.3. The 5% regime applicable to the External Analyst. Where the income of the External Analyst from an Issuer (directly or through EERP's coverage of that Issuer) represents more than 5% of the External Analyst's consolidated gross income of the previous year, equivalent disclosure shall apply in accordance with Clause 3(2)(f) of the EU Code. The regime of declaration by the External Analyst is developed in Title VII.

Article 31. Investigation of breaches

31.1. Where the Compliance Officer becomes aware of a possible breach of the Conflicts of Interest Policy, he or she shall initiate an internal investigation without undue delay from becoming aware.

31.2. The investigation shall be documented in a file that includes: facts, evidence, submissions of the persons involved, conclusions and, where applicable, corrective and disciplinary measures in accordance with Title XIV.

31.3. The Compliance Officer shall inform the affected Issuer without undue delay where the breach may affect a published or ongoing research piece, in accordance with Clause 1(3) of the EU Code.

TITLE VI. INFORMATION BARRIERS, INSIDE INFORMATION AND INSIDER LISTS

Article 32. Principle of functional separation

32.1. EERP maintains an effective separation between the commercial function and the editorial function, in accordance with Clause 2(3) of the EU Code and with the general requirements of MiFID II and MAR regulation.

32.2. The separation is articulated by means of:

Article 33. Watchlist

33.1. EERP maintains a strictly confidential Watchlist, managed by the Compliance Officer, which records the Issuers over which:

33.2. The Watchlist is accessible exclusively to the Compliance Officer, to the Head of Research and, as necessary, to the Sole Administrator. The persons with access to Watchlist information are included in an insider list in accordance with Article 39 of this Code where that information is of an inside nature.

33.3. The inclusion of an Issuer in the Watchlist activates internal operational restrictions but does not give rise to public disclosure obligations until the moment when the Issuer passes to the Restricted List upon effective commencement of coverage.

Article 34. Restricted List

34.1. The Restricted List records the Issuers whose financial instruments are Covered Securities within the meaning of Article 3(t) of this Code.

34.2. The Restricted List is internal but the coverage itself is public (each research piece identifies the Issuer). Inclusion in the Restricted List activates:

34.3. An Issuer remains on the Restricted List throughout the duration of the coverage and during the subsequent periods established to guarantee the correct reflection of the information in the market.

Article 35. Wall-crossing

35.1. Where a Subject Person is to have access to inside information or relevant non-public information in relation to an Issuer, the wall-crossing protocol shall be followed:

35.2. The wall-crossing protocol is managed by the Compliance Officer.

Article 36. Management of management meetings and data rooms

36.1. Meetings with the Issuer's management (management meetings) and access to data rooms are managed in accordance with the wall-crossing protocol where there is a risk of access to inside information.

36.2. Prior to each management meeting or data room access, the assigned External Analyst, the Head of Research or the Partner who is to participate communicates to the Compliance Officer the expected nature of the access. The Compliance Officer determines whether it is appropriate to activate the wall-crossing protocol.

36.3. After the access, the person who has participated communicates to the Compliance Officer any inside information actually received, for the purposes of managing the insider list and any other obligation under MAR.

36.4. The Partners who participate in management meetings within the framework of the commercial function (negotiation of issuer-sponsored research contracts, roadshows, etc.) are subject to the same protocol. Inside information possibly received in these contexts gives rise to full MAR obligations.

Article 37. Internal communication on research in progress

37.1. The existence, content and planning of the research pieces in progress is strictly confidential information within EERP, accessible only to the authoring Analyst of the piece, to the Head of Research, to the Compliance Officer and, as necessary, to the editorial support staff under a duty of confidentiality.

37.2. The Partners and the commercial function receive only information on the scheduling of publications for the purposes of commercial coordination (calendars, events, roadshows), without access to analytical content or to recommendations or target prices prior to publication.

Article 38. General MAR regime

38.1. EERP fully complies with Regulation (EU) No 596/2014 in so far as it is applicable to it as a producer of research and potential recipient of inside information within the framework of its activity.

38.2. Subject Persons shall refrain, in any event, from:

38.3. The infringement of the MAR obligations constitutes a very serious breach of this Code and may give rise to administrative and, where applicable, criminal liability, in accordance with the applicable regulation.

Article 39. Insider lists

39.1. EERP maintains insider lists in accordance with Article 18 MAR, in which the natural and legal persons who have access to inside information within the framework of each Issuer or project appear.

39.2. The insider lists:

Article 40. Information embargo regime

40.1. The persons included in an insider list are subject to the information embargo during the period in which the information is inside information:

40.2. The embargo ceases when the information is no longer inside information, with the Compliance Officer being required to document the cessation.

TITLE VII. REGIME OF EXTERNAL ANALYSTS

Article 41. Outsourcing model

41.1. EERP, as its central operating model, outsources the substantive production of the research to qualified External Analysts, linked to the Company by means of a commercial contract for the provision of professional services, without prejudice to the possibility that the Head of Research may exceptionally act as authoring Analyst of certain pieces in accordance with Article 13.

41.2. This architecture is fully compatible with the EU Code, MAR and Delegated Regulation 2016/958, provided that EERP guarantees, by means of an adequate contractual and control regime, that the External Analysts comply with the same obligations of objectivity, independence and transparency as would be required of internal Analysts, in accordance with Clause 2(4) of the EU Code.

41.3. EERP is fully responsible, vis-à-vis the EU Code, vis-à-vis the distributing investment firms and vis-à-vis the recipient investors, for compliance with the EU Code by the contracted External Analysts.

Article 42. Framework contract with External Analysts

42.1. EERP enters into with each External Analyst a framework contract for the provision of professional services that, as a minimum, includes:

Article 43. Selection and validation of External Analysts

43.1. The selection of External Analysts is the responsibility of the Head of Research, with verification by the Compliance Officer, in accordance with objective criteria that include:

43.2. Each External Analyst is validated by the Compliance Officer prior to the signing of the framework contract. The validation includes verification of qualification, absence of legal impediments, and review of the initial declaration of conflicts.

Article 44. Allocation of coverage

44.1. The allocation of coverage to External Analysts is the responsibility of the Head of Research, having regard to the sectoral qualification, the availability and the absence of conflicts of interest with the specific Issuer.

44.2. Prior to each allocation, the External Analyst submits a specific declaration on potential conflicts with the specific Issuer. The Head of Research, with verification by the Compliance Officer, decides the allocation or denies it where unmanageable conflicts exist.

Article 45. Continuous supervision and effective control

45.1. EERP exercises effective and continuous control over compliance with the Code by the External Analysts, by means of:

45.2. The breach of the Code or of the framework contract by an External Analyst activates the sanctioning regime of Title XIV, with consequences that may include the termination of the contract.

Article 46. Post-link regime of External Analysts

46.1. External Analysts whose contractual link with EERP ceases remain subject, during the period following the cessation that, where applicable, the framework contract establishes, to the restrictions of Title IX in respect of the specific Issuers they had covered during the last year of their link.

46.2. The confidentiality obligations over the sensitive information obtained during the link with EERP are of indefinite duration, in accordance with the framework contract.

46.3. EERP is aware that the practical effectiveness of the post-link regime depends on the cooperation of the former Analyst. Without prejudice to the disciplinary and contractual measures applicable in the event of breach, EERP shall endeavour to ensure that each framework contract with an External Analyst incorporates the clauses necessary to give effect to the post-contractual obligations in accordance with the applicable legislation.

TITLE VIII. PARALLEL ACTIVITIES OF THE PARTNERS AND REGIME OF THE PARTNERS

Article 47. Recognition of parallel activities

47.1. EERP expressly recognises that its Partners may carry out, simultaneously to their status as Partner of EERP, other professional or business activities in the field of capital markets, financial consultancy, financial communication, investor relations, market infrastructure, regulatory advice, investment management, the academic field or other areas that may interact with EERP's activity.

47.2. The existence of parallel activities is not incompatible per se with the status of Partner of EERP, but gives rise to potential conflicts of interest that must be identified, declared and managed in accordance with this Title.

Article 48. Declaration regime

48.1. The General Meeting of Partners shall decide on the advisability of establishing for the partners a complete initial declaration and an annual update declaration of their parallel professional or business activities and of the conflicts of interest that may arise from them.

Article 49. Declaration form

49.1. In accordance with the preceding article, where relevant, the declaration is submitted in the form established by the Compliance Officer and is kept in the Register of Conflicts of Interest in accordance with Article 29.

Article 50. Regime of conflicts where a parallel activity intersects with a covered Issuer

50.1. Where a parallel activity of a Partner (or of the natural person controlling a partner holding company, or of the entities it controls) intersects with an Issuer covered or potentially covered by EERP, the following measures shall apply:

50.2. The obligation to declare intersections is continuous and is not exhausted by the initial or annual declaration.

Article 51. General regime of the Partners in the commercial function

51.1. The Partners (and, where appropriate, the natural persons who control the partner holding companies) are dedicated, in accordance with EERP's operating model, principally to the commercial function: negotiation with Issuers, client acquisition, management of the contractual relationship, alliances with Allied Exchanges and institutional representation of the Company.

51.2. The Partners do not produce analytical substance of the research. The production of research is the responsibility of the contracted External Analysts, under the supervision of the Head of Research, and, exceptionally, of the Head of Research himself or herself as authoring Analyst in accordance with Article 13.

Article 52. Specific regime of the commercial function vis-à-vis Issuers

52.1. The commercial function vis-à-vis Issuers (negotiation of issuer-sponsored research contracts, commercial roadshows, management of the contractual relationship) complies with the following conditions:

TITLE IX. PERSONAL ACCOUNT DEALING AND INDIVIDUAL OBLIGATIONS

Article 53. General regime of personal account dealing

53.1. Subject Persons and their Linked Persons may not carry out personal transactions in Covered Securities under conditions that contravene this Title, in accordance with Clause 2(3)(b) and (c) of the EU Code.

53.2. This restriction affects the natural persons who, within EERP or within Subject Persons that are legal persons, have or may have access to the information on the content or scheduling of the research prior to its publication, as well as their Linked Persons.

53.3. Particularly strict regime of the Head of Research. Given that the Head of Research intervenes as systematic editorial approver in each research piece produced by EERP and, where applicable, as authoring Analyst of certain pieces, he or she has at all times knowledge of the timing and content of all the pieces in preparation. Consequently, all the Securities Covered by EERP are subject to the Restricted List regime for the Head of Research and his or her Linked Persons at all times, applying to him or her the strictest regime of prohibited transactions established in Article 54.

Article 54. Prohibited transactions

54.1. In relation to Covered Securities, it is prohibited for Subject Persons and their Linked Persons to:

54.2. The prohibitions of the preceding paragraph apply throughout the duration of the coverage and during the subsequent period that, where applicable, his or her contract establishes, without prejudice to the obligations arising from inside information that might extend this period.

54.3. The restrictions of this Article affect the personal transactions of Subject Persons. They do not restrict, in any event, the activity of research, analysis and issuance of recommendations of the Company on any financial instrument, which is free in accordance with the approved analytical methodology and the applicable regulation.

Article 55. Transactions permitted with prior authorisation

55.1. Certain personal transactions require the prior authorisation of the Compliance Officer:

55.2. The prior authorisation shall be requested in writing (including by email). The Compliance Officer shall resolve within a reasonable period. The refusal of authorisation is binding. The Subject Person may request a review by the Internal Review Committee.

Article 56. Declaration regime

56.1. The Compliance Officer shall decide on the advisability of establishing for Subject Persons a declaration of their personal transactions and positions in Covered Securities. Where applicable, that declaration shall be submitted in the form established by the Compliance Officer and shall be kept in the Register of Conflicts of Interest in accordance with Article 29.

Article 57. Post-link regime

57.1. Subject Persons who cease their link with EERP remain subject, during the period following the cessation that, where applicable, their individual contract or the framework contract establishes, to the restrictions of Article 54 in respect of Covered Securities during the last year of their link.

57.2. The individual post-contractual non-competition clauses with economic compensation that meet the requirements of Article 21 of the Workers' Statute may establish additional obligations on the terms of the individual contract. In the case of External Analysts linked by a commercial contract, the equivalent clauses established by each framework contract shall apply.

57.3. EERP is aware that the practical effectiveness of the post-link regime depends on the individual contract and on the cooperation of the affected person. Subject Persons undertake, on the terms of their contract, not to use for themselves or for third parties the sensitive information acquired during their link with EERP.

Article 58. Regime of gifts, hospitality and inducements

58.1. Subject Persons shall refrain from accepting from Issuers, investors, distributing investment firms, Allied Exchanges or any other third party related to EERP's activity, gifts or tokens of hospitality that could affect the objectivity and independence of the analysis or the integrity of the Company's activity.

58.2. Only the following are admitted:

58.3. Any courtesy that exceeds the thresholds of the preceding paragraph, or that may give rise to doubt as to its nature, shall be communicated to the Compliance Officer and, where applicable, shall be rejected.

58.4. EERP does not admit inducements within the meaning prohibited by the applicable regulation. The contractual relationships with Issuers and with distributing investment firms do not incorporate incentives linked to the content of the analysis.

TITLE X. DISTRIBUTION OF THE RESEARCH

Article 59. Authorised distribution channels

59.1. EERP distributes its research through the channels approved by the Sole Director, which may include, without limitation:

59.2. Each distribution channel is governed by the specific conditions approved by the Sole Director, without prejudice to the full observance of this Code and of the applicable regulation.

Article 60. Restrictions by jurisdiction

60.1. EERP is aware of the cross-border nature of its activity and that the distribution of research in foreign jurisdictions may be subject to country-specific regulation.

Article 61. Distribution in jurisdictions with a specific regime (United States, United Kingdom and others)

61.1. The distribution of research outside the European Union may be subject to specific national regimes, in particular that of the United States (where distribution to US persons is subject to the SEC regime, including Rule 15a-6 and concordant regulation) and that of the United Kingdom (where it is subject to the financial promotion regime of the Financial Services and Markets Act 2000 —in particular its section 21— and to the regulation of the Financial Conduct Authority), among other jurisdictions.

Article 62. Mandatory disclaimers

62.1. Each piece of research and each distribution channel shall incorporate the mandatory disclaimers, which may be developed in a separate document, and which shall include, as a minimum:

62.2. The disclaimers shall be kept up to date by the Compliance Officer and reviewed with the advice of the external Adviser.

TITLE XI. ALLIANCES WITH ALLIED EXCHANGES AND OTHER MARKET INFRASTRUCTURES

Article 63. Nature and regime of agreements with Allied Exchanges

63.1. EERP may enter into white-label licence agreements, strategic alliances or any other form of collaboration with exchanges, organised markets or other market infrastructures (Allied Exchanges), by means of which EERP produces research that is distributed under the brand of the Allied Exchange or on platforms operated by it, in exchange for the consideration agreed in the agreement.

63.2. Each agreement with an Allied Exchange:

63.3. Agreements with an Allied Exchange that exceed the threshold set by the Articles of Association or the Shareholders' Agreement require approval of the General Meeting of Shareholders with the reinforced majority that those instruments provide, in accordance with Article 11 of the Articles of Association.

Article 64. Conflicts of interest arising from alliances

64.1. EERP recognises that alliances with Allied Exchanges may generate structural conflicts of interest, in particular when EERP covers Issuers listed on exchanges with which it maintains an agreement, given that the Allied Exchange may receive economic consideration linked to the revenue generated by the coverage of such Issuers.

64.2. To prevent and manage these conflicts, EERP applies the following measures:

Article 65. Distribution under white-label brand

65.1. When the research is distributed under the white-label brand of the Allied Exchange, the piece shall clearly identify:

65.2. White-label distribution does not exempt EERP from any of its obligations under this Code, MAR, MiFID II or the EU Code.

TITLE XII. COMMUNICATIONS, MEDIA AND SOCIAL NETWORKS

Article 66. Communication with media and press

66.1. Communication with the media, specialised press and news agencies in relation to published research or to the analytical activity of EERP corresponds:

66.2. The authoring Analyst or the Head of Research who maintains contact with journalists in relation to research on an Issuer with which an issuer-sponsored research contract exists shall systematically remind the journalist of the existence of the contract, in accordance with Clause 2(3)(g) of the EU Code.

66.3. Communications with the media do not commit or anticipate the content of research in preparation that has not yet been published, in accordance with the MAR regime on the communication of inside information.

Article 67. Social networks

67.1. Subject Persons who use social networks and who identify themselves as linked to EERP shall observe the following obligations:

67.2. EERP's corporate social media account is managed by the person designated by the Sole Director.

Article 68. Conferences, academic papers and specialised publications

68.1. Subject Persons may participate in conferences, forums, academic or specialised professional publications, in which case:

TITLE XIII. PROCESSING OF PERSONAL DATA AND RECORD-KEEPING

Article 69. General data protection regime

69.1. EERP fully complies with the GDPR and the LOPDGDD in the processing of personal data of Shareholders, Subject Persons, Issuers, investors, professional contacts and any other natural person whose data is processed within the framework of the Company's activity.

69.2. EERP maintains the documentation required by the GDPR: record of processing activities, impact assessment where applicable, data processor contracts with providers, privacy policy published on the website, etc.

Article 70. Investor databases

70.1. EERP may maintain proprietary databases of institutional investors, segmented in accordance with criteria of activity, sector and geography, managed under full compliance with the GDPR.

70.2. The databases:

Article 71. Security breaches

71.1. In the event of a personal data security breach that may pose a risk to the rights and freedoms of the data subjects, the Compliance Officer shall activate the established protocol for:

Article 72. Record-keeping

72.1. EERP keeps, for at least 5 years from the date of publication or generation, the records provided for in Clause 8 of the EU Code and in the MAR regulation, including:

72.2. The records shall be kept on a medium that allows their access, reading and reproduction throughout the entire retention period.

72.3. The retention obligation is understood without prejudice to longer periods required by other regulations.

TITLE XIV. DISCIPLINARY REGIME AND INTERNAL WHISTLEBLOWING CHANNEL

Article 73. Types of breaches

73.1. Breaches of the Code are classified into:

Article 74. Internal sanctions

74.1. Without prejudice to the civil, administrative, criminal and labour or commercial consequences that the conduct may generate under the applicable regulation, EERP may impose the following internal sanctions on Subject Persons:

74.2. The effective applicability of the sanctions in the previous paragraph depends on the specific provision in the individual contract, in the framework contract with External Analysts, or in the Shareholders' Agreement. EERP shall endeavour for each contractual link with a Subject Person to incorporate the clauses necessary to make the sanctions provided for here effective.

Article 75. Disciplinary procedure

75.1. The disciplinary procedure is initiated by:

75.2. The procedure guarantees:

75.3. The resolution is documented in the disciplinary file and is kept in accordance with Title XIII.

75.4. Recusal of the investigator. If the Compliance Officer has a conflict of interest in the procedure, the recusal rule of Article 9.4 applies, with the investigation being assumed by the General Meeting of Shareholders or, where one has been designated, by the external Adviser.

Article 76. Internal whistleblowing channel

76.1. EERP has an internal whistleblowing channel to receive communications about possible breaches of the Code and of the applicable regulation, accessible to all Subject Persons and, optionally, to third parties with a professional link to EERP.

76.2. The channel:

76.3. EERP, even though it is not obliged by Law 2/2023 as it does not exceed 50 employees nor is it foreseen to exceed them, voluntarily assumes the principles and guarantees of that Law in the operation of the internal channel, insofar as they are compatible with its size and operations.

76.4. In the cases provided for by Law 2/2023, informants may go directly to the external channels provided for by that Law, including the Independent Authority for the Protection of the Informant.

TITLE XV. TRAINING, CERTIFICATION AND RELATIONS WITH AUTHORITIES

Article 77. Initial training

77.1. Every Subject Person receives, at the time of their incorporation or subjection to the Code, mandatory initial training on:

77.2. The training is documented and kept in the personal file of the Subject Person.

Article 78. Continuing training

78.1. Subject Persons receive continuing training at least annually, on relevant regulatory developments, changes in this Code, administrative and judicial case law of interest, and practical cases relevant to the activity.

Article 79. Annual compliance certification

79.1. Subject Persons sign an annual certification of compliance with the Code, in which they declare:

79.2. The certification is filed by the Compliance Officer.

Article 80. Cooperation with the CNMV

80.1. EERP fully cooperates with the CNMV in any request that this authority makes in relation to its activity, in accordance with the LMV and concordant regulation.

80.2. The CNMV's requests are channelled through the Compliance Officer, with the assistance of the external Adviser where necessary.

Article 81. Cooperation with distributing investment firms and external auditors

81.1. EERP makes available to investment firms that intend to distribute its research under the «issuer-sponsored research» label the information necessary for those investment firms to be able to verify compliance with the EU Code, in accordance with Clause 7 thereof.

81.2. EERP may, on its own initiative, commission an independent external auditor to prepare an opinion on compliance with the EU Code, in accordance with Article 2(3)(a) of the Delegated Regulation of the EU Code, which shall be made available to the distributing investment firms to reduce the friction of verification.

81.3. EERP cooperates with any external auditor engaged under the terms of the previous paragraph.

TITLE XVI. VALIDITY, AMENDMENT AND PUBLICATION

Article 82. Approval and entry into force

82.1. This Code is approved by the Sole Director of EERP in the exercise of the powers attributed by the Articles of Association and, in particular, by its Article 28.

82.2. The Code enters into force on the day of its approval or, if the Sole Director so decides, on the date of effective commencement of the Company's activity or on any other later date indicated.

Article 83. Review and amendment

83.1. The Code is reviewed annually, and whenever the following occur:

83.2. Amendments to the Code are approved by the Sole Director, unless the amendment affects matters statutorily reserved to the General Meeting of Shareholders.

83.3. Amendments are published on the website simultaneously with their approval, indicating the date of entry into force and, where applicable, the transitional provisions.

Article 84. Publication

84.1. The current version of the Code is published on EERP's corporate website, in a section accessible to the public, in accordance with Article 28 of the Articles of Association.

84.2. Previous versions are kept internally with their period of validity, for traceability purposes.

FINAL PROVISIONS

First Final Provision. Interpretation

1. The interpretation of the Code corresponds, in the first instance, to the Compliance Officer, with the support of the external Adviser where necessary.

2. Interpretative doubts are resolved in the light of the guiding principles of Title II and the regulatory framework of Title I, in favour of the option most protective of the investor and of market integrity.

Second Final Provision. Conflicts between the Code and the applicable regulation

1. In the event of conflict between any provision of the Code and a rule of higher rank, the rule shall prevail.

2. In case of doubt, the Code shall be interpreted in the sense that is consistent with the applicable regulation.

3. If a provision of the Code should prove incompatible with supervening regulation, that provision shall be understood to be amended or repealed to the extent necessary, without this affecting the rest of the Code.

Third Final Provision. Complementary documents

1. The Code, where relevant, is complemented, among others, by the following documents, which shall be considered an integral part of EERP's compliance regime: