Code of Ethics and Complaints Channel

Code of Ethics and Responsible Practices

1.- INTRODUCTION

This Code, developed and adopted by the Board of Directors of Grupo Aire, and ratified by the General Meeting of Shareholders on 28/09/2018, establishes the performance criteria that must be observed by Grupo Aire in the performance of its professional responsibilities.

The aim of the Code is to strive for professional, ethical and responsible behaviour of Grupo Aire and all its employees when conducting their activities, both in its establishments open to the public and in its offices. To that end, the Code:

Promotes the fulfillment of human and social rights, with special observance of the Rights and standards recognized in the International Labor Organization.
Encourages and aims to guarantee the principle of due diligence for the prevention, detection and eradication of illegal conduct, whatever its nature, including, among others, the analysis and identification of risks, the revoking of responsibilities, the training of employees and third parties directly related to the company, and the establishment of procedures for the identification and immediate elimination of illegal conduct.
Takes into account the principle of criminal liability of legal persons, enshrined in the Criminal Code, and prevents and sanctions the existence of conduct that may determine the liability of the company among its legal representatives, managers, employees or any other person who is subject to the authority of the company's personnel.

The Code includes commitments to responsible conduct and practices, including: compliance with applicable legislation; compliance with human and labour rights, and with regulations and good practices regarding employment, occupational health and safety; the obligation to act in accordance with the criteria of respect, dignity and justice, taking into account the different cultural sensitivities of employees and/or customers, their diversity and multiculturalism; compliance with product health and safety standards; the establishment of lawful, ethical and respectful relationships with suppliers and authorities; the obligation to avoid conflicts of interest; the duty to use efficiently; the duty to efficiently use the goods and services of Grupo Aire, to protect the Company's information and to comply with regulations on the protection of personal data; the obligation to protect one's own and third parties' industrial and intellectual property; the duty to record economically significant transactions clearly and accurately in the appropriate accounting records and the development of the Group's activity, promoting social and environmental sustainability as a means of creating value for all stakeholders.

Ethics requires the company to strictly comply with the legislation applicable in each case, as well as with the Articles of Association and the Partners Agreement of Grupo Aire, constituting an essential element to guarantee the rights and interests of all the interest groups affected by it: employees, customers, shareholders, suppliers and business partners and society in general.

2.- SCOPE OF APPLICATION

The Code applies to all companies, establishments and offices, present and future, that make up Grupo Aire, and binds all its personnel, both staff and management.

All Directors, Officers, employees, and any representatives shall be personally informed of the Code, when so required by the nature of their relationship, who shall undertake to comply with it in writing. Likewise, the obligation to comply with the Code will be expressly included in the employment contracts of the employees, who shall be given a copy upon joining the company, owing all of them in the exercise of their respective positions and functions:

Exercise their activities in a professional, ethical and responsible manner.
Comply with and enforce the company's Code of Ethics and, for this purpose, to make it known and establish appropriate mechanisms to guarantee its application.
Maintain the company's books and records with accuracy and honesty, so that it is possible to obtain information and make decisions in a conscious and responsible manner.
Place their own interests below those of the company when they act in its name and on its behalf and do not use the company's assets for their own benefit.
Immediately inform the administrative body of any fact or situation that could lead to a conflict of interest.
Maintain the confidentiality of the records, data and documents to which they have access by reason of their functions in the company, even after having ceased to perform them.
Settle the payment, debts and obligations of the company without delays or unjustified defaults and proceed to the collection of its credits with the diligence that the case requires.
Choose its collaborators and subordinates based on the principles of merit and capability, only in the interest of the company.
Deal with suppliers of goods and services in an ethical and lawful manner.
Seek and select only suppliers whose business practices respect human dignity, do not violate the law and do not jeopardize the company's reputation.
Pursue excellence in the company's goods and services so that its customers and consumers obtain the satisfaction expected of them.
Deal quickly and efficiently with the complaints of consumers and users, seeking their satisfaction beyond mere compliance with current regulations.
Compete fairly with other companies cooperating in the achievement of a free market based on mutual respect between competitors, refraining from engaging in unfair practices.
Not discriminate against employees on the basis of race, religion, age, nationality, sex or any other personal or social condition unrelated to their conditions of merit and capability.
Not allow any form of violence, harassment or abuse at work.
Link the remuneration and promotion of employees to their conditions of merit and capability.
Ensure occupational health and safety.
Respect human rights and democratic institutions, and promote them where possible.
To interact with public authorities and institutions in a lawful and transparent manner.
Collaborate with the Public Administrations in what the company is required to do according to the law.

This Code of Ethics will be posted, and available to anyone, on the Group's official website www.beaire.com

3.- RESPONSIBLE CONDUCT AND PRACTICE COMMITMENT

3.1. Compliance with applicable legislation and internal regulations.

Regulatory compliance is an essential supposition of this Code. All employees of Grupo Aire must comply with current legislation and the company's Regulatory Compliance Programme. The observance and application of the Code, under no circumstances, may imply non-compliance with regulations in force in the countries and/or communities where Grupo Aire operates.

Likewise, all employees of Grupo Aire must comply with the company's internal rules and procedures. To facilitate due internal control, the decisions of the executives and/or employees of Grupo Aire will be documented and traceable from the point of view of regulatory compliance, so that the adaptation of decisions to internal and external standards is justifiable, auditable and verifiable, in the case of review by competent third parties or the company itself. For this purpose, and as indicated above, any employee who assumes any position in the Group, including Management and Board of Directors, will have to sign for receipt and compliance with the Code of Ethics.

3.2. Employee relations.

Company personnel shall collaborate in strict compliance with applicable labour standards and with the prevention, detection and eradication of irregularities in this matter. All employees are responsible for complying strictly with occupational health and safety standards and for ensuring their own safety and that of those affected by their activities.

The consumption of substances which could affect the proper fulfilment of professional obligations is prohibited.

3.3. Customer relations.

All employees are obliged to act, in their relations with customers, according to criteria of consideration, respect and dignity, taking into account the different cultural sensitivities of each person and not allowing discrimination in treatment on the grounds of race, religion, age, nationality, gender or any other personal or social condition prohibited by law, with particular regard to the care of persons with disabilities or handicaps.

Grupo Aire protects its customers by establishing and implementing mandatory standards for all suppliers in matters of health and product safety, ensuring that the services offered do not involve risks to their health and/or safety in use.

All staff are obliged to ensure the security of the means of payment used in the company's establishments, to ensure the proper functioning and traceability of billing and collection procedures, the protection of customer data and the prevention of fraud.

3.4. Relations with authorities and officials.

Grupo Aire's employees shall interact with public authorities and institutions in a lawful, ethical and respectful manner, and in line with international provisions for the prevention of corruption. Employees who have a relationship with representatives of public administrations must be specifically authorized by the company.

No employee or manager of Grupo Aire may offer, bestow, request or accept, directly or indirectly, gifts or gifts, favours or compensations, whatever their nature and/or purpose, from any authorities or officials.

Only gifts and hospitality of little value that are proportionate and reasonable according to local practice, transparent, given for legitimate, socially acceptable, and sporadic interests, to prevent their content or regularity from leading to an independent third party to doubt the employee's or the company's good faith. Cash gifts are expressly prohibited.

It is the responsibility of each employee to know and properly assess local practices, taking into account the interest and good reputation of the company. In the case of any doubt, the Ethics Committee should be consulted.

Employees and/or collaborators working in the company's tax section shall avoid obtaining undue tax advantages for Grupo Aire, and shall ensure that the information declared to the authorities in this area is truthful and faithfully reflects the reality of the company, scrupulously complying with the regulations in force.

3.5. Conflicts of interest.

Grupo Aire employees and managers must avoid situations that may lead to a conflict of interest between their personal interests and those of the company. They should also refrain from representing or intervening in matters in which, directly or indirectly, they or a third party associated with them have a personal interest.

No employee or manager of Grupo Aire may provide services as a consultant, director, manager, employee or advisor to another company in the same sector, with the exception of services that may be provided at the express request of the administrative body of Grupo Aire.

3.6. Use of company goods and services.

The employees and managers of Grupo Aire shall efficiently use the goods and services of the company, always in compliance with the applicable law regardless of the type of good/service, and they shall not make use of them for their own benefit or enjoyment. Employees and managers should be aware that the documents and data contained in information technology systems and equipment - both hardware and software - which they use to perform their work at Grupo Aire, may be reviewed by the corresponding department of the company, or by a third party designated by them, when deemed necessary and permitted by the regulations in force.

3.7. Confidentiality of information and protection of personal data.

Upon commencing the labour/professional relationship, the staff of Grupo Aire declare that they understand and accept that the company information which they will have access to due to their position, especially all information relating to the company's internal data and the personal data of clients, employees, collaborators, executives, partners, etc..., or any other information belonging to the company which the employee/manager may have access to due to their activity in the company, is confidential and reserved information, which cannot be disclosed nor facilitated to third parties, implicitly or explicitly, without the express and written consent of Grupo Aire.

The employee/manager must adopt all necessary security measures to prevent confidential and reserved information received from becoming known to third parties outside the company, and is obliged not to use, surrender, communicate, disseminate or disclose, implicitly or explicitly, such confidential information to third parties, being aware that the contrary may cause significant damage to Grupo Aire, as well as to the legitimate rights of its partners and customers.

Likewise, they must not duplicate, reproduce or use the information other than is necessary for the performance of their tasks and they shall not store it in information systems that are not property of Grupo Aire, except in the cases and purposes expressly authorised.

This obligation of confidentiality shall remain once the labour/professional relationship with Grupo Aire has ended and shall include the obligation to return any material related to the company that is in the employee's possession at the time of the termination of their relationship with the company.

Employees must respect the personal and family privacy of all those to whose data they have access, always strictly complying with current data protection regulations in order to ensure the proper processing of information and data provided to the company by third parties.

Employees undertake to use personal data only for the purpose authorised by the consenting customer. Likewise, Grupo Aire's personnel must understand and respect all the internal procedures implemented with respect to the storage, custody and access to data, which are intended to guarantee the different levels of security required according to their nature.

Employees shall inform the manager of the center of any incident they detect relating to the confidentiality of information or the protection of personal data.

3.8. Protection of intellectual and industrial property.

The staff of Grupo Aire declares that they understand and accept that the company information which they will have access to due to their position, especially all information relating to procedures, methods, specialized technical expertise, brands, domains, the Group's own internal and individual commercial and/or financial aspects, to their activity, organization, campaigns and promotions, work system, economic data, contractual documentation or any other information belonging to the company which the employee/manager may have access to due to their activity in the company, is confidential and reserved information, which cannot be disclosed nor facilitated to third parties, implicitly or explicitly, without the express and written consent of Grupo Aire.

Grupo Aire's personnel shall take the appropriate measures to guarantee the protection of the company's intellectual and industrial property, ensuring that the processes and decisions adopted in this respect are documented and auditable.

Intellectual and industrial property created, in whole or in part, by employees and/or managers during their employment/professional relationship with the company, shall be the property of the company.

4.- OPERATIONS LOG

All operations of economic significance carried out by the company shall be clearly and accurately recorded in the appropriate corporate minutes and accounting records that represent a true and fair view of the operations carried out, and which shall be available to the auditors and members of the General Meeting.

The employees of Grupo Aire who are responsible for the accounting, finance and treasury departments, both on an occupational basis and in the form of professional services, shall enter the corresponding information into the company's management systems in a complete, clear and precise manner, in order to reflect their rights and obligations as required by the applicable legislation at each date.

The company undertakes to maintain an internal control system for the preparation of financial information. The accounting records shall be available at all times to the auditors and members of the General Meeting. For this purpose, Grupo Aire undertakes to provide its employees with the necessary training to enable them to comply with the internal control system for accounting and financial information.

5.- SOCIAL AND ENVIRONMENTAL COMMITMENT

Grupo Aire undertakes to minimize the environmental impact of its business activities in accordance with the possibilities offered by modern science and technology. Its employees shall perform their activities promoting the social and environmental sustainability of the company, as a way to create responsible value for all its stakeholders.

Complaints Channel Regulations

FIRST. APPLICATION AREA

Article 1. Purpose

The purpose of this Regulation is to regulate and provide content to the Complaints Channel of the AIRE ANCIENT BATHS business group, establishing the procedure for reporting the infractions mentioned in article 2 committed in the context of the Company, as well as the guarantees, Rights and duties of the parties.
The AIRE ANCIENT BATHS business group has entrusted the management of the Complaints Channel to the person responsible for Regulatory Compliance (hereinafter The MANAGER), Mr. Francisco de Borja Marti Angulo, whose regulatory regulations are determined in this Regulation.
The Complaints Channel regulated in this Regulation is the preferred channel to report and/or inform about infractions provided for in article 2.
Every Person belonging to the Company have the right and obligation to report individual, collective behaviors or activities that occur in the context of the Company and that may involve an infringement provided for in article 2, regardless of whether such behaviors have been ordered or requested by a superior.

Artículo 2. Application Scope

Through the Channel, violations of Spanish and European Union Law provided for in Ley 2/2023, regulating the protection of people who report regulatory violations and the fight against corruption (hereinafter, act on Protection of the Informant), those that constitute a crime, serious or very serious administrative offenses, violations of labor law and violations of the Code of Ethics of the AIRE ANCIENT BATHS business group, provided they are related to some of the matters mentioned in the following sections
Infractions that constitute a crime will always be reported.
Serious and less serious administrative infractions will be reported, in any case, when they are related to:

Public procurement.
Prevention of money laundering and terrorist financing.
Environmental Protection.
Food safety
Animal welfare.
Public health.
Consumer protection.
Public finance.
Protection of privacy and personal data, and security of networks and information systems.
Subsidies and public aid.
Harassment at work and/or sexual harassment, and situations of discrimination on grounds of sex, race, religion, family situation, illness or disability, etc...
All those provided for in the regulations issued to develop Ley 2/2023 on the informant protection.

Reportable labor law violations are those related to occupational health and safety.
Violations of the Code of Ethics may only be reported through this Channel when they are considered serious or very serious.

Article 3. Scope of personal application

This regulation will apply to reporting persons (or informants), natural or legal, who, in a work context with any of the companies belonging to the AIRE ANCIENT BATHS business group, have been aware of infractions involving the company or any of its members, employees, users, partners, suppliers or collaborators.
Employment context means present, past or potential employment relationships through which, regardless of the nature of the activities, people can obtain information about violations and in which these people can suffer retaliation if they report the information.
People from the work context of the AIRE ANCIENT BATHS business group (hereinafter, complainant or informant) at least:

People who have the status of workers, and trainees whether or not they receive remuneration.
Shareholders, external and internal directors, advisors, and collaborators.
Contractors, subcontractors and suppliers, as well as any person working under their supervision and direction.
Complainants when they communicate or publicly reveal information about violations obtained within the framework of an employment relationship that has already ended..
Complainants whose employment relationship has not yet begun, in cases where information about violations has been obtained during the selection or pre-contractual negotiation process.
Users.
And to all other people linked to the AIRE ANCIENT BATHS business group, regardless of their hierarchical level and the voluntary or paid nature of their positions.

The protection measures provided for in this Regulation will also apply, where appropriate, to:

The facilitators. The facilitator is the natural person who assists a complainant in the reporting process in a work context, and whose assistance must be confidential.
Third parties who are related to the complainant and who may suffer retaliation in a work context, such as co-workers or family members of the complainant, and
The legal entities that are owned by the complainant, for which he works or with which he maintains any type of relationship in a work context.

SECOND. COMPLAINT AND FOLLOW-UP PROCEDURE

Article 4. Types of complaints and ways to report.

Complaints may have an identified complainant or be anonymous.
In the complaints filed by an identified author, the confidentiality of their data will be respected, safeguarded and ensured, except in the cases provided for in this regulation and according to law. In addition, the complainant will have the right to obtain information about the status of their complaint and to receive the resolution that is adopted..

Artículo 5. Confidentiality and other rights

Both the AIRE ANCIENT BATHS business group and the MANAGER of the complaints channel guarantee the confidentiality of the identity of the complainant and any third party mentioned in the complaint..
The MANAGER will not at any time reveal the name of the good faith complainant without his or her express consent to any person other than an authorized member of the staff competent to receive or follow up on complaints. The above will apply to any other information from which the identity of the complainant can be deduced directly or indirectly..
As an exception to the provisions of the previous section, the identity of the complainant and any other information related to the complaint may be revealed when requested by the Compliance Committee as it is considered strictly necessary in view of the content reported or within the framework of a judicial process, in particular to safeguard the right of defense of the affected person. The disclosure of personal data will be made, in any case, in accordance with the applicable legislation.
The personal data provided by the complainant will be included in a file, owned by the AIRE ANCIENT BATHS business group, who is constituted as its controller and whose data processor will be the company's Data Protection Officer.
The Complaints Channel will have a direct access link from the website of the AIRE ANCIENT BATHS business group (www.beaire.com ). The complainant must read and accept the Data Protection Policy established on said website which, among others, specifies the rights of access, rectification, cancellation and opposition in accordance with current legislation.

Article 6. Access to the Complaints Channel. The formula

The Complaints Channel can be accessed through the website www.beaire.com , by clicking on the access or link to the "Complaints Channel" tab, which will remain as visible as possible on the aforementioned website. The complainant must read and understand the information collected in the referred tab, prior to filing a complaint.
The complainant must complete a form established for this purpose, which includes the possibility of including all documents that support the complaint.
Once the form has been completed, it will be accessible by the MANAGER, who will analyze the facts and inform the Regulatory Compliance Committee, respecting the anonymity of the complainant..
If a complaint is filed through the Complaints Channel, the computer system will automatically send the complainant an email or acknowledgment of receipt confirming receipt of the complaint, and another to the MANAGER informing of the creation of the file..

Article 7. Management of complaints by the Manager. The Complaints Registry

The MANAGER will assign a unique code to the complaint form that will be included in the Complaint Registry.
The Manager will preliminarily analyze and classify the facts contained in the complaint based on their severity and the possible type of regulatory non-compliance..
The Manager will refer the complaints to the Regulatory Compliance Committee, without recording the complainant's data in accordance with this Regulation, unless the seriousness of the reported events requires an extraordinary referral for better assessment, analysis and resolution of the case.
The AIRE ANCIENT BATHS business group and the Manager will keep the complaints and the record of complaints only for the period that is necessary and proportionate for the purposes of investigating the facts, without exceeding the deadlines established by the regulations in force in matters of data protection and other applicable regulations.

Article 8. Procedure after the complaint. The file and the investigation

Once the complaint is received as referred to in the previous article, the Compliance Committee will proceed to open a file within the channel for each of the complaints, whose code will coincide with the one initially assigned to the complaint. The Compliance Committee will communicate the acceptance of the complaint/query within a maximum period of 7 days.
The Compliance Committee will adopt a decision regarding each file, which may consist of opening an investigation or filing the file if the complaint is completely unfounded. In any case, a final resolution will be issued.
The Compliance Committee will immediately adopt, where appropriate, the appropriate precautionary measures so that the damage arising from the reported events does not persist and so that the means of evidence are not lost.
The Compliance Committee will ensure that the rights of the complainant, the reported person and the other people involved in the complaint are respected in accordance with the Internal Investigation Protocol of the AIRE ANCIENT BATHS business group and with current legislation..
The period for processing the file and adopting a decision in this regard may not exceed three (3) months from the opening of the file. In complex cases, this period may be extended to three more months, communicating said extension to the complainant.
The internal investigation may be carried out by its own personnel, by the Manager or by third parties hired for this purpose, which will be decided by the Regulatory Compliance Committee, taking into account the seriousness of the matter.

Article 9. Completion of the investigation

Once the investigation is completed, the AIRE ANCIENT BATHS business group will resolve the result in writing, as well as the measures it will adopt as a result of the complaint.
The Complaints Channel Manager will inform the complainant immediately about the resolution.
If the facts that give rise to the complaint are proven, the resolution will specify the possible sanctions to be imposed on the person or persons reported, as well as the measures to be adopted to prevent the facts from occurring again.

THIRD. PROTECTION MEASURES

Artículo 10. Conditions of protection of complainants

Complainnats will have the right to the protection established in these regulations and in the laws that, provided that:

Complaints made in good faith.
Have been reported by the Channel that regulates this regulation.

It is considered that the complainant acts in good faith when the complaint is made in accordance with the provisions of this Regulation and is based on facts or indications from which it can reasonably be deduced that behavior constituting an infringement in the terms established in the Article 2.
It is also considered that the complaint is in good faith when, in addition, it is made without the intention of revenge, moral harassment, causing work or professional harm, or harming the honor of the person reported or a third party..
Persons who have reported or publicly disclosed information about violations anonymously but who have subsequently been identified and suffer retaliation will nevertheless continue to have the right to protection, provided that they are complainants in good faith
Those persons who communicate or reveal personal information are expressly excluded from the protection provided for in this Regulation:

Complaints that do not concern the violations provided for in the article 2.
Complaints made in bad faith. It is considered that the complainant does not act in good faith when the author of the complaint is aware of the falsity of the facts, or acts with manifest disregard for the truth, or with the intention of revenge, of harming the AIRE ANCIENT BATHS business group, to harass the person reported, to harm their honor, or to harm them at work, professionally or personally.

Article 11. Prohibition of retaliation

Users who act in good faith and report a violation in accordance with the provisions of this Regulation will not suffer retaliation, threats of retaliation or attempted retaliation..
Retaliation means any acts or omissions that are prohibited by law, or that, directly or indirectly, involve unfavorable treatment that places the people who suffer them at a disadvantage compared to others in the work or professional context. , only because of their status as informants, or for having made a public disclosure. An exception is made in the event that said action or omission can be objectively justified in response to a legitimate purpose and that the means to achieve said purpose are necessary and appropriate.
By way of example, reprisals are considered to be those that are adopted in the form of:

Suspension of the employment contract, dismissal or termination of the employment relationship, including non-renewal or early termination of a temporary employment contract once the trial period has passed, or early termination or cancellation of contracts for goods or services, imposition of any disciplinary action, demotion or denial of promotion and any other substantial modification of working conditions and the non-conversion of a temporary employment contract into an indefinite one, in the event that the worker had legitimate expectations that he would be offered indefinite work ; unless these measures were carried out within the regular exercise of management power under the protection of labor legislation, due to circumstances, facts or proven infractions, and unrelated to the presentation of the complaint.
Harm, including reputational harm, or financial loss, coercion, intimidation, harassment or ostracism.
Negative evaluation or references regarding work or professional performance
Inclusion in blacklists or dissemination of information in a certain sectoral area, which hinders or prevents access to employment or the contracting of works or services.
Cancellation of a license or permit.
Denial of training.
Discrimination, or unfavorable or unfair treatment.

12. Protection and support measures against retaliation

The Compliance Committee will take the necessary measures to ensure that whistleblowers are protected against retaliation.
At a minimum they will receive complete and independent information and advice, which is easily accessible to the public and free of charge, on the procedures and remedies available, protection against retaliation and rights of the affected person.
Any type of negative measure - and significantly threat, discrimination or harassment - suffered by the complainant by a member, employee or person belonging to the AIRE ANCIENT BATHS business group will be investigated and, where appropriate, whether it is a consequence of the complaint, promptly sanctioned.
When these measures could constitute a crime, the Compliance Committee will inform the competent authority..

Article 13. Rights of the affected person

During the processing of the file, the people affected by the complaint will have the right to the presumption of innocence, the right to defense, and the right of access to the file with the same protection established for informants, preserving their identity and guaranteeing the confidentiality of the files. facts and data of the procedure.

Article 14. Public reporting of infractions

In order for the AIRE ANCIENT BATHS business group to improve its prevention system, preserve its prestige and reputation, and adopt the appropriate measures regarding the infractions mentioned in article 2 of this regulation, it is recommended the reportable events to be object of complaint before it is brought to the attention of the media or other entities outside the company.
The public reporting of internal facts of the company that lack public relevance or that are manifestly unfounded supposes a violation of good faith that must govern relationships, mainly, with the workforce and with third parties that are related to the business group. AIRE ANCIENT BATHS, which may give rise to disciplinary sanctions and/or relevant legal actions, if applicable.

15. Disciplinary regime

Persons belonging to the AIRE ANCIENT BATHS business group who violate these Regulations may be sanctioned in accordance with the provisions of current legislation and the company's internal regulations for the commission of acts related to the crimes and infractions detailed in Article 2. of this Regulation. As an example, sanctions can range from a reprimand, the obligation to return amounts improperly received or goods or consumables improperly disposed of, to the obligation for the offender to offer a public apology, to the suspension of employment and salary for the offenders. deadlines provided for in the Workers' Statute, or even dismissal in serious or very serious cases provided for in the aforementioned Statute.

Complaints Channel

https://app.safevoice.es/portal/aireancientbaths