Code of Conduct

CHAPTER I. PURPOSE

ARTICLE 1. PURPOSE
  1. This Code develops the principles and values of the Code of Ethics adopted by the organization.
  2. It contains conduct contrary to the Code of Ethics and establishes a disciplinary regime proportional to the seriousness of the infractions and in accordance with current legislation, both general and sectorial.
  3. The Code of Conduct is part of the Regulatory Compliance System and is fully respectful of the principles of corporate organization.
  4. Unethical behavior compromises the trust relationship between NUMINTEC and its stakeholders. A good reputation is an essential intangible resource.
  5. A good reputation in external relations favors the fidelity of clients, the attraction of the best human resources, the confidence of suppliers and the fibility in front of creditors. In internal relations, it contributes to making and implementing decisions without conflicts and to organizing work without bureaucratic controls or excessive use of authority.

CHAPTER II. SCOPE OF APPLICATION

ARTICLE 2. REGULATED ENTITIES
  1. The Compliance Unit is the body responsible for the interpretation and integration of the Code of Conduct. Its interpretative criteria are binding for NUMINTEC’s Obligated Parties and for its Administrative Body.
  2. Any doubts that may arise for NUMINTEC’s Covered Entities regarding the interpretation of the Code of Conduct must be consulted with the immediate superior. If the circumstances so require, the Compliance Unit may be contacted.
  3. All communications, information and authorizations referred to in the Code of Conduct may be made by any means that allow their receipt.

CHAPTER III. CONDUCT CONTRARY TO THE PRINCIPLES OF THE CODE OF ETHICS

SECTION 1.- CONDUCT CONTRARY TO THE FUNDAMENTAL PRINCIPLES OF THE CODE OF ETHICS ARTICLE 4. COMPLIANCE WITH THE LAW AND THE CORPORATE GOVERNANCE SYSTEM
  1. All regulated entities are obliged to strictly comply with the laws in force in the place where they carry out their activities.
  2. In addition, they must comply with the rules of the Corporate Governance System and the basic procedures that regulate NUMINTEC’s activity and the provisions of the Code of Ethics and the Regulatory Compliance System.
  3. They shall also fully respect the obligations and commitments assumed by NUMINTEC in its contractual relations with third parties, as well as the uses and good practices of the countries in which it carries out its activity.
  4. NUMINTEC’s managers are obliged to be particularly aware of the laws and regulations, including internal ones, affecting their respective areas of activity and must ensure that the professionals 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, including internal ones.
ARTICLE 5. ETHICAL INTEGRITY
  1. The Obligated Entities shall observe the principles of professionalism, integrity and self-control in their actions and decision-making.
  2. Conduct is professional when it is diligent, responsible, efficient and focused on excellence, quality and innovation.
  3. Conduct is of integrity when it is loyal, honest, in good faith, objective and aligned with NUMINTEC’s interests and with the principles and values expressed in NUMINTEC’s Code of Ethics.
  4. Self-control in actions and decision-making requires that all professionals act in accordance with the following requirements:
    • that the performance is ethically acceptable;
    • that is legally valid;
    • desirable for the Company; and
    • that you are willing to take responsibility for it.

All NUMINTEC professionals are obliged to inform the Compliance Officer of the initiation, progress and outcome of any judicial, criminal or administrative proceedings, of a sanctioning nature, in which an Obligated Subject is a party under investigation, accused or defendant and which may affect the performance of their duties as a NUMINTEC professional or harm the image or interests of NUMINTEC.

ARTICLE 6. RESPECT FOR HUMAN AND LABOR RIGHTS
  1. The Obligated Parties have the obligation to respect the human and labor rights recognized in national and international legislation.
  2. It is forbidden to hire minors, force a person to work against his will or subject him to slavery.
ARTICLE 7. PRINCIPLES OF NON-DISCRIMINATION
  1. All NUMINTEC professionals undertake not to discriminate against any other professional for reasons of race, color, nationality, social origin, age, sex, marital status, sexual orientation, ideology, political opinions, religion or any other personal, physical or social condition.
  2. No one at NUMINTEC shall promote unequal treatment between men and women with regard to access to employment, training, promotion of professionals and working conditions, as well as access to and supply of goods and services.
  3. It is not permitted to act in a violent manner, to carry out acts of physical, sexual, psychological, moral or other harassment, abuse of authority at work and any other conduct that generates an intimidating or offensive environment for the personal rights of professionals.
SECTION 2.- RIGHTS AND OBLIGATIONS OF NUMINTEC’S PROFESSIONALS
ARTICLE 8. EQUAL OPPORTUNITY
  1. All professionals shall enjoy equal opportunities for career development regardless of age, gender, sexual orientation, marital status, race, nationality, ideology and beliefs.
  2. The management of NUMINTEC shall establish an effective policy of equal opportunities for its employees to develop their professional activity based on the principle of merit. Promotion decisions shall always be based on objective circumstances and assessments.
  3. NUMINTEC’s management will implement a policy of investing in the learning and personal and professional training of its employees.
  4. NUMINTEC employees are obliged to respect the equal opportunity policy in their professional field and to support the personal and professional learning of their colleagues.
ARTICLE 9. RECONCILIATION OF FAMILY LIFE WITH WORK ACTIVITIES

NUMINTEC’s management will implement policies aimed at respecting the personal and family life of its professionals, as well as conciliation programs that facilitate the best balance between this and their work responsibilities.

ARTICLE 10. RIGHT TO PRIVACY AND CONFIDENTIALITY OF PERSONAL INFORMATION

PROFESSIONALS

  1. All the Obligated Subjects have the obligation to respect the right to privacy of other professionals, in all its manifestations, and especially with regard to personal, medical and economic data.
  2. All Covered Entities shall respect the personal communications of other professionals through the Internet and other means of communication.
  3. All Covered Entities are obliged 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.
  4. Such means shall not be used for personal or professional use and are therefore not suitable for private communication. They do not, therefore, give rise to any expectation of privacy in the event that they should be monitored by the authorized person in the proportionate performance of his or her control duties.
  1. No one shall disclose personal data of professionals, except with the consent of the interested parties and in cases of legal obligation or in compliance with judicial or administrative resolutions.
  2. In no case may the personal data of professionals be processed for purposes other than those legally or contractually provided for.
  3. The Obligated Subjects who, due to their activity, access personal data of other NUMINTEC professionals undertake in writing to maintain the confidentiality of such data.
  4. The Compliance Unit and the Compliance Officer shall comply with the requirements set forth in the personal data protection legislation with respect to the communications sent to them by professionals or other persons in the Company’s environment.
  5. The Obligated Subjects shall only request and use the employee data necessary for the efficient management of the business or whose proof is required by the applicable regulations, undertaking to maintain the confidentiality of this data.
  6. NUMINTEC shall take all necessary measures to preserve the confidentiality of the personal data in its possession and to ensure that the confidentiality in the transmission thereof, when necessary for business reasons, complies with the legislation in force.
ARTICLE 11. OCCUPATIONAL HEALTH AND SAFETY
  1. The management of NUMINTEC shall provide employees with a safe and stable environment, shall keep the occupational risk prevention measures up to date and shall scrupulously respect the applicable regulations in this area in all places where it carries out its business activities.
  2. All Covered Subjects are responsible for observing rigorous compliance with health and safety standards in order to protect themselves and other employees or third parties.
  3. All persons are obliged to maintain the facilities and equipment and the work environment in proper working order and safety. Respectful use must be made and the facilities must be kept clean and tidy.
  4. The possession, distribution and consumption of all types of drugs and psychotropic substances is prohibited in the facilities or workplaces, with the exception of prescription drugs.
  5. NUMINTEC shall inform the suppliers with which it operates so that they comply with its standards and programs regarding occupational health and safety.
ARTICLE 12. GIFTS AND PRESENTS
  1. The Regulated Entities shall not give or accept gifts or presents in the course of their professional activity.
  2. Exceptionally, the delivery and acceptance of gifts and presents shall be permitted when the following circumstances concur simultaneously:
    • are of irrelevant economic or symbolic value;
    • respond to signs of courtesy or usual commercial attentions; and
    • are not prohibited by law or generally accepted business practices.
  1. The Covered Subjects may not, directly or through an interposed person, offer or grant or request or accept advantages or unjustified benefits or benefits that have the immediate or mediate purpose of obtaining a benefit, present or future, for NUMINTEC, for themselves or for a third party.
  2. In particular, they may not give or receive any form of bribe or kickback from or by any other party involved, such as Spanish or foreign public officials, personnel of other companies, political parties, authorities, customers, suppliers and partners.
  3. Acts of bribery, expressly prohibited, include the offer or promise, directly or indirectly, of any kind of improper advantage, any instrument for its concealment, as well as the trafficking of influences.
  4. Neither may money be received, on a personal basis, from customers or suppliers, not even in the form of a loan or advance, all this regardless of the loans or credits granted to NUMINTEC professionals by financial entities that are customers or suppliers of NUMINTEC and that are not involved in the aforementioned activities.
  5. NUMINTEC professionals may not give or accept hospitality that influcts, may influence or may be interpreted as influence in decision making.
  6. When there are doubts as to what is acceptable, the offer must be declined or, as the case may be, prior consultation with the immediate superior, who may refer the consultation to the Compliance Unit.
ARTICLE 13. FINANCIAL CONTROL
  1. NUMINTEC fights against tax evasion, fraud and money laundering.
  2. The administrative management procedures include protocols against tax evasion, fraud and money laundering, and their implementation is monitored.
  3. The internal audit department will review the correct implementation of the administrative-financial procedures.
  4. Annually, the company’s accounts will be audited by an external company in order to provide the highest degree of transparency to NUMINTEC’s performance.
ARTICLE 14. CONFLICTS OF INTEREST
  1. A conflict of interest shall be deemed to exist in those situations in which the personal interest of the professional and the interest of NUMINTEC directly or indirectly collide. The professional’s personal interest shall exist when the matter affects him/her or a person related to him/her.
  2. The following shall be considered persons related to the Obligated Entity:
    • The Obligated Entity’s spouse or the person with an analogous relationship of affectivity.
    • The ascendants, descendants and siblings of the professional or of the spouse (or person with analogous relationship of affectivity) of the Obligated Party.
    • Spouses of ascendants, descendants and siblings of the Obligated Entity.
    • Entities in which the Obligated Entity, or persons related to it, by themselves or through an intermediary, are in any of the control situations established in the law.
    • Companies or entities in which the Regulated Entity, or any of the persons related to it, by itself or through an interposed person, hold an administrative or management position or from which they receive emoluments for any reason, provided that, in addition, they exercise, directly or indirectly, a significant influence on the financial and operating decisions of such companies or entities.
  3. By way of example, these are situations that could give rise to a conflict of interest:
    • Being involved, personally or as a family member, in any transaction or economic operation in which NUMINTEC is a party.
    • Negotiate or formalize contracts on behalf of NUMINTEC with natural persons linked to the professional or with legal entities in which the professional or a person linked to him/her, holds a managerial position, is a significant shareholder or managed.
    • Being a significant shareholder, administrator, director, etc. of customers, suppliers or direct or indirect competitors of NUMINTEC.
  1. Professional decisions shall be based on the best defense of NUMINTEC’s interests, so that they are not influenced by personal or family relationships or by any other particular interests of the Company’s professionals.
  2. In relation to possible conflicts of interest, NUMINTEC professionals shall observe the following general principles of action:
    • Independence: to act at all times with professionalism, with loyalty to NUMINTEC and its partners and independently of their own interests or those of third parties. Consequently, they shall refrain at all times from giving priority to their own interests at the expense of those of the COMPANY.
    • Abstention: refrain from intervening or interfering in the making of decisions that may affect NUMINTEC entities 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.
    • Communication: report any conflicts of interest in which they are involved, prior to carrying out the transaction or concluding the business in question, in writing, to the hierarchical superior, to the Human Resources Department and to the Compliance Unit, as appropriate. The latter shall evaluate the situation and take the appropriate decisions, advising, if necessary, on the appropriate actions in each specific circumstance. Members of the Compliance Unit involved in a potential conflict of interest must report it to the Compliance Unit, which shall also be competent to resolve any doubts or conflicts that may arise in this regard.
    • In the communication, the Obligated Subject must indicate:
      • If the conflict of interest affects him/her personally or through a person related to him/her, identifying him/her if applicable.
      • The situation giving rise to the conflict of interest, detailing, if applicable, the object and main conditions of the projected transaction or decision.
      • The amount or approximate economic evaluation.
      • The NUMINTEC department or person with whom the corresponding contacts have been initiated.
  1. These general principles of action shall be particularly observed in those cases in which the situation of conflict of interest is, or may reasonably be expected to be, of such a nature as to constitute a situation of structural and permanent conflict of interest between the Obligated Subject, or a person related to the professional, and NUMINTEC.
  2. With the finality of being able to determine the existence of eventual incompatibilities, before accepting any public position, the Human Resources Department of NUMINTEC shall be informed thereof and shall inform the Compliance Unit.
ARTICLE 15. FRAUDULENT PRACTICES OR MISLEADING PROMISES
  1. In relations with any stakeholder such as customers, suppliers, public administration or society in general, no false statements or promises whose fulfillment cannot be guaranteed shall be made.
  2. NUMINTEC shall apply a zero tolerance policy towards any practice of corruption, bribery or facilitation payments in all its active and passive forms, whether by means of acts or omissions or by creating or maintaining favored or irregular situations.
ARTICLE 16. OBLIGATION TO COOPERATE IN INTERNAL INVESTIGATIONS
  1. All Regulated Entities have the obligation to cooperate with the utmost diligence and within their possibilities in the development and proper finding of any internal investigation carried out in accordance with the Protocol for Internal Investigations.
  2. The intentional or grossly negligent provision of untruthful information in the context of an internal investigation, whether in the context of an interview or otherwise, shall be considered a disciplinary offense.
SECTION 3.- INFORMATION PROCESSING
ARTICLE 17. INFORMATION FOR INTERNAL, CONFIDENTIAL AND RESERVED USE
  1. Non-public information owned by NUMINTEC shall, in general, be considered as information for internal use, unless it has been classified as confidential or reserved, and in any case shall be subject to professional secrecy, and its content may not be disclosed to third parties, except in the normal course of their work, profession or duties and provided that those to whom the information is communicated are subject, legally or contractually, to a confidentiality obligation and have consented to the Company having the necessary means to safeguard it.
  2. Information or data whose unauthorized disclosure, outside NUMINTEC or within NUMINTEC, could cause damage (economic or reputational) or violate any regulatory or legal requirement, giving rise to the imposition of sanctions or claims against NUMINTEC, shall be classified as confidential.
  3. Any highly sensitive or especially valuable information or data, the disclosure of which could cause serious or significant harm, shall be classified as reserved information.
  4. It is the responsibility of the Administrative Body to put in place sufficient security means and apply the established procedures to protect the information for internal, confidential and reserved use recorded on physical or electronic media, against any internal or external risk of non-consensual access, manipulation or destruction, whether intentional or accidental. For these purposes, the Obligated Subjects shall keep confidentiality on the content of their work in their relations with third parties.
  1. Disclose confidential or reserved information or use it for private purposes in contravention of the Code of Conduct.
  2. Any reasonable indication of leakage of confidential or reserved information for private purposes must be reported by those who are aware of it to their immediate superior and to the Human Resources Department or the Compliance Unit.
  3. In the event of termination of the employment or professional relationship, all information for internal, confidential and reserved use shall be returned by the Obligated Subject to the Company, including documents and storage media or devices, as well as information stored on any corporate or personal electronic device, with the duty of confidentiality of the professional subsisting in any case.
SECTION 4.- ENVIRONMENT
ARTICLE 18. RESPECT FOR THE ENVIRONMENT
  1. NUMINTEC has a system for identifying and ensuring compliance with environmental legislation that is in the process of being certified.
  2. For NUMINTEC, maintaining the environmental management system is a commitment to sustainable development and environmental protection. Special attention is paid to the prevention of pollution and minimization of the environmental impact of the activities carried out by NUMINTEC.
SECTION 5.- RELATIONS WITH STAKEHOLDERS
ARTICLE 19. CUSTOMERS
  1. NUMINTEC, applying in any case rules of transparency, information and protection, shall offer, as far as possible, a quality of services and products equal to or higher than the legally established requirements and quality standards, competing in the market and performing marketing and sales activities based on the merits of its products and services.
  1. NUMINTEC professionals guarantee the confidentiality of their 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.
  2. The collection, use and processing of customers’ personal data must be carried out in such a way as to guarantee the right to privacy and compliance with the legislation on personal data protection, as well as the rights recognized to customers by the legislation on information society services and electronic commerce and other applicable provisions.
  3. Professionals shall avoid any kind of interference or influence from clients or third parties that may alter their impartiality and professional objectivity and may not receive any kind of remuneration from clients or, in general, from third parties, for services related to the professional’s own activity within NUMINTEC.
ARTICLE 20. SUPPLIERS
  1. NUMINTEC shall adapt the supplier selection processes to criteria of objectivity and impartiality and shall avoid any conflict of interest or favoritism in their selection.
  2. Prices and information submitted by suppliers in a selection process will be treated confidentially and will not be disclosed to third parties except with the consent of the interested parties or by legal obligation, or in compliance with judicial or administrative rulings.
  3. Obligated Subjects that access personal data of suppliers must maintain the confidentiality of such data and comply with the provisions of the legislation on the protection of personal data, to the extent applicable.
  4. The information provided by NUMINTEC professionals to suppliers shall be truthful and not intended to mislead.
  5. Professionals shall avoid any kind of interference or influence from suppliers or third parties that may alter their impartiality and professional objectivity and may not receive any kind of remuneration from NUMINTEC suppliers or, in general, from third parties, for services related to the professional’s own activity within NUMINTEC.
ARTICLE 21. PARTNERS

NUMINTEC states its intention to continuously and sustainably create value for its partners and will permanently make available to them those channels of communication and consultation that will allow them to have adequate, useful and complete information on the evolution of the Company, respecting the principle of equal treatment of partners who are in identical conditions.

ARTICLE 22. MEDIA AND INFORMATION TRANSPARENCY
  1. NUMINTEC’s communication with the areas in which it operates (including through the media) shall be characterized by respect for the right to information.
  2. Under no circumstances shall it be permitted to disseminate false or biased news or comments.
  3. All communication activities shall respect laws, rules, professional conduct practices and shall be carried out with clarity, transparency and timeliness, safeguarding, among others, price-sensitive information and trade secrets.
ARTICLE 23. FAIR COMPETITION
  1. NUMINTEC shall compete fairly in the markets and shall not engage in misleading or disparaging advertising of its competitors or third parties.
  2. Obtaining information from third parties, including competitor information, must be done in a lawful manner.
  3. NUMINTEC shall promote free competition for the benefit of consumers and users. NUMINTEC shall comply with antitrust regulations, avoiding any conduct that constitutes or may constitute collusion, abuse or restriction of competition.
ARTICLE 24. COMPANY
  1. NUMINTEC is committed to the generally accepted principles of corporate social responsibility as an integrating framework for its programs and actions with professionals, customers, suppliers, shareholders and all stakeholders with whom it relates.
  2. In this sense, all NUMINTEC personnel, fiel to the business objective of generating wealth and well-being for society, will adopt a responsible business ethic that allows harmonizing the creation of value for its partners with a sustainable development that contemplates as main objectives the protection of the environment, social cohesion, the development of a favorable framework of labor relations and constant communication with the different groups related to the Company in order to meet their needs and expectations.
  1. Management policies are developed to improve NUMINTEC’s impact on society that will include at a minimum:
    • Voluntary implementation of the Criminal Risk Management System.
    • Implementation of an Anti-Fraud and Anti-Corruption Protocol.
    • Implementation of a Protocol for the Prevention of Money Laundering and Terrorist Financing.
  2. To this end, the professionals shall receive adequate training on the applicable legislation in those countries in which NUMINTEC carries out its activities.

CHAPTER IV. DISCIPLINARY REGIME

ARTICLE 25. GUIDING PRINCIPLES OF THE DISCIPLINARY SYSTEM
  1. The sanctions that may be imposed are intended to ensure compliance with the rules set forth in this Code of Conduct.
  2. Sanctions shall be applied in accordance with the principles of proportionality, equal treatment, weighting and fairness.
  3. No person obliged to comply with this rule, regardless of his or her level or position within NUMINTEC, is authorized to request any other person of the Company or persons in the environment to contravene the provisions of this rule.
  4. Likewise, no person obliged to comply with this rule may justify inappropriate conduct on the grounds of an order from his or her superiors or ignorance of this Code.
  5. Any breaches of this rule that may eventually occur will be investigated and, if applicable, sanctioned by the Compliance Unit in accordance with the applicable regulations, the collective bargaining agreements in force and the Protocol for Internal Investigations.
  6. Likewise, NUMINTEC shall inform the competent authorities of any non-compliance with regulations if there may be indications that a crime has been committed.
  7. The Compliance Oficial will coordinate:
    • With the Human Resources Department those actions that may be necessary to adopt in relation to NUMINTEC personnel.
    • With the Legal Department, those actions that may be applicable to persons in the Company’s environment due to commercial or any other type of relationship.
  8. In any case, the measures to be adopted shall adhere to the principle of proportionality, and the affected party shall be given a hearing so that he/she can give a reason for what happened.
ARTICLE 26. CRIMINALIZED CONDUCTS AND REFERRALS

In addition to the behaviors described in the preceding sections, all those behaviors that are not typified in the present regime, but are typified in the application of our laws and regulations and fundamentally in the Penal Code, shall be considered misdemeanors.

ARTICLE 27. INFRACTIONS AND PENALTIES
  1. When the competent body determines that a NUMINTEC professional has carried out activities that contravene the provisions of the Code of Conduct, the corresponding disciplinary measure shall be applied in accordance with the system of misconduct and penalties provided for in the applicable collective bargaining agreement or labor legislation.
  2. Disciplinary measures shall apply to all personnel of the organization regardless of their place of work or position, including members of the Board of Directors and senior management.
  3. Infringements committed by members of the Board of Directors, management or the Compliance Unit shall always be considered serious or very serious.
ARTICLE 28. PROCEDURE

For the investigation and determination of the infraction, as well as the sanction, the provisions of the Internal Investigations Protocol shall apply.

ARTICLE 29. STATUTE OF LIMITATIONS
  1. Violations committed shall be subject to the following statute of limitations:
    • minor ones 3 months from the date on which the Compliance Unit became aware of the commission of the offense
    • Serious offenses shall not be committed more than 6 months from the date on which the Compliance Unit became aware of their commission.
    • very serious cases after 18 months from the date on which the Compliance Unit became aware of their commission.
  2. In any case, the statute of limitations provided for in the Criminal Code in force at any given time shall apply.
  3. If the penalties are judicially challenged, it is understood that the statute of limitations of the penalty is interrupted.
ARTICLE 30. CANCELLATION
  1. The infraction record of an Obligated Entity that may be in its personal file will be cancelled, in case no other infraction is committed, within the following terms:
    • minor infractions after six months.
    • serious infringements at twelve months.
    • very serious infringements after twenty-four months.

CHAPTER V. OTHER PROVISIONS

ARTICLE 31. UPDATING

The Code of Conduct shall be reviewed and updated periodically, taking into account the suggestions and proposals made by the Regulated Entities, and paying special attention to the recommendations of the Compliance Unit. Any modification of the Code of Conduct shall require the express approval of NUMINTEC’s Administrative body.

ARTICLE 32. ACCEPTANCE
  1. The Obligated Parties expressly accept the provisions and rules of conduct established in the Code of Conduct.
  2. Professionals who, in the future, join or become part of NUMINTEC, shall expressly accept the vision, values and standards of action established in the Code of Ethics and the Code of Conduct. Both shall be annexed to the respective employment contracts.
ARTICLE 33. APPROVAL AND MODIFICATION
  1. The Code of Conduct shall be reviewed and updated periodically, taking into account the annual report of the Compliance Officer, as well as the suggestions and proposals made by NUMINTEC’s professionals. The Administrative Body, the Human Resources Area Management and the Compliance Unit may make proposals for improvement or promote the adaptation of the Code of Conduct as a whole.
  2. The modification of this Code of Conduct shall in any case correspond to the Administrative body.

The Code of Conduct was approved at the meeting of the Company’s Board of Directors held on 02/01/2023.