CHAPTER I. PURPOSE AND SCOPE

1. INTRODUCTION

At SOGEVINUS we have spent decades dedicated to the production and commercialisation of Port wines through our centenary brands, which are our best legacy. The effort, passion, and dedication of our professionals in producing these wines have earned us numerous national and international awards and recognition throughout our history.

We have carried out this legendary work with the utmost respect for the rules that apply to us and for a series of ethical principles and values that represent and inspire us in our daily work, including integrity, social responsibility, diversity, sustainability, and environmental protection.

In order to strengthen our commitment to these values and the trust of third parties in this entity, as well as to preserve the good name and prestige that SOGEVINUS enjoys, we consider it important and necessary to set out our principles in a Code of Ethics (hereinafter the “Code”) that reflects these values and thus be able to reliably disseminate them among employees and other stakeholders of the organisation.

2. SCOPE OF APPLICATION

This Code applies to all SOGEVINUS employees, regardless of their professional category, hierarchical or functional position and geographical location.

This Code of Ethics also applies to employees, suppliers and business partners who must act in accordance with its values and behaviour guidelines.

3. CONCERNED PARTIES

At SOGEVINUS we have identified several stakeholders with whom we make every effort to facilitate and ensure dialogue and communication, and to adapt to their needs, expectations, and interests. These stakeholders are:

(i) Employees and subcontractors;

(ii) Suppliers;

(iii) Shareholders;

(iv) Customers,

(v) Competitors;

(vi) Business partners;

(vii) Public Administration.

Relationships with stakeholders must be based on the principles of integrity, honesty, transparency and professionalism, as well as all those set out in this Code, respect and compliance with which is necessary to build solid relationships and trust between all parties involved.

CHAPTER II. MISSION, VISION AND VALUES

4. MISSION

Our mission at SOGEVINUS is to produce great wines with full respect for our natural environment, our century-old brands and with the challenge of maintaining the highest quality standards.

Our professionals are responsible for preserving the historical legacy of SOGEVINUS through their unwavering commitment and joint efforts to preserve the identity of our wines.

5. VISION

At SOGEVINUS we are committed to our future and that of future generations, therefore we use sustainable practices in the production of all our wines, ensuring the adequate preservation of the resources that are an essential part of our activity.

6. VALUES

At SOGEVINUS we have defined a set of values and principles that reflect our true commitment to ethics and good corporate governance. These principles constitute the pillars on which the actions of our organisation and all its employees, as well as those of third parties who have business relationships or links with it, must be based.

6.1. Integrity and compliance with current legislation

All of us at SOGEVINUS are committed to acting in accordance with the highest standards of integrity and always in compliance with the applicable legislation in force. We are therefore aware of the need to know the laws and any other regulations applicable to our area of activity, including the internal rules of our organisation. Compliance also extends to any judicial or administrative decisions that may be issued, without prejudice to SOGEVINUS’s right to appeal against such decisions before anybody it considers appropriate, when it considers that they are not in accordance with the law.

The organisation is responsible for allocating sufficient resources and means so that employees or, where appropriate, third parties connected to SOGEVINUS, receive the necessary information to enable them to know, understand and comply with the obligations required of them in the performance of their duties, in accordance with applicable regulations, at any time.

6.2. Respect for our workers’ rights

At SOGEVINUS we are deeply committed to our employees’ rights and their individual freedoms and work to provide them with a clean, safe and healthy workplace by setting health and safety standards and policies.

We also uphold their right to work in an environment free from harassment by strictly prohibiting verbal, visual or physical conduct that is insulting, offensive or intimidating and otherwise interferes with an individual’s work performance or creates an intimidating, unsafe or hostile work environment.

6.3. Diversity, non-discrimination and equal opportunities

At SOGEVINUS we advocate diversity and inclusion and involve all employees with their characteristics and differences in the growth of the organization.

Likewise, we promote and guarantee equal treatment and opportunities in the workplace without any discrimination based on age, race, gender, sexual condition/orientation, marital status, family responsibilities, disability, religious beliefs, political ideology, union membership or any other circumstance that could be a source of discrimination. This principle of equal treatment is present in all phases and areas of employees’ employment/professional relationship with SOGEVINUS, including selection processes, training, salary levels, career opportunities and professional development.

6.3. Quality assurance and food safety

At SOGEVINUS we promote good corporate practices, ensuring the production and marketing of safe products through rigorous risk identification, assessment and control, complying with all legal requirements relating to food safety.

These guarantees help strengthen consumers’ confidence in our products and satisfy their needs and preferences, contributing to their well-being through the differentiating variables: quality, food safety and legality.

6.4. Transparency

At SOGEVINUS we promote communication channels both internally and with partners, authorities and other stakeholders, to keep them transparently informed about food safety issues of our products that may have an impact on consumer health and safety.

This duty of transparency applies to all other aspects of the company’s activity, so all information provided must be truthful, clear and easily provided. In particular, SOGEVINUS will in no way tolerate the concealment or simulation of data, entries and transactions and undertakes to faithfully reflect all financial, accounting, contractual information and all documents necessary to prove the nature of the organisation’s transactions.

6.5. Environmental responsibility and sustainability

All of us at SOGEVINUS are aware that the environment is a primary asset of vital importance, which is why we are firmly committed to protecting it, trying to minimise and compensate for the environmental impact that can be generated by our activity.

In SOGEVINUS we not only strictly comply with all environmental legislation, but we go further, measuring and acting on the negative impact that all our activity has on the ecosystem and, if necessary, adapting our production techniques in order to cancel out or compensate for this impact, keeping the business economically profitable and efficient without altering the natural characteristics of our wines.

As conscientious wine growers we guarantee and promote sustainable viticulture through production methods that minimise environmental impact, such as the use of certified integrated production methods (PRODI) in all our estates.

We ensure that in all our decision making we take into account the optimization of resources and the minimization of their environmental impact that generates continuous actions of which we give as an example: the daily monitoring of energy and water consumption (consumption indicators of euros/litre) and the respective actions to ensure an efficient and effective consumption of these resources and the production of all our Port wines as vegan because of our awareness of the environmental impact of the intensive use of animal products.

6.6. Respect for cultural heritage

At SOGEVINUS, we are aware of the artistic wealth of our assets, many of which are considered assets of cultural interest. For this reason, we are proactively committed to preserving these assets and constantly ensuring their protection and maintenance in a perfect state of conservation.

6.7. Corruption, money laundering and terrorist financing and conflict of interest

At SOGEVINUS, we are committed to zero tolerance of corruption, bribery, and any type of fraud, and have put in place the necessary measures and controls to combat them.

It is expressly prohibited for SOGEVINUS employees or collaborators to give or accept a gift, invitation, or object of value, directly or indirectly, to obtain or retain any kind of favour, advantage or interest or to favour directly or indirectly a third party, as comes provided in the SOGEVINUS Anti-Corruption Policy.

SOGEVINUS complies with high ethical standards and strict respect and compliance with current legislation and regulations regarding the prevention of money laundering and combating the financing of terrorism, adopting the necessary procedures to know the identity of the counterparties of the business it intends to carry out.

Likewise, all employees or collaborators of SOGEVINUS must avoid any conduct that may involve a conflict of interest, understood as any situation of confrontation between the interests of the employee and those of the company. In the event that one of our employees considers that he/she may be involved in a conflict of interest or in a situation that may compromise his/her honour and/or impartiality, he/she must immediately inform the Ethics and Compliance Committee so that it can adopt the appropriate measures in order to avoid damage to the organisation and to the persons affected

6.8. Responsible use of corporate resources

All SOGEVINUS employees must use the corporate resources made available to us in an efficient, appropriate and reasonable manner. Thus, the use of these resources shall be made solely and exclusively for the development of our professional activity and shall be protected and preserved from any damage, misuse, loss or theft.

Likewise, the use of social networks, opinion platforms, instant messaging services or similar must be in accordance with the guidelines established by the organisation, as expressed in the corporate policies. In any case, such use must always be done in a way that does not damage the reputation and good name of SOGEVINUS or any of our professionals.

6.9. Respect for free competition, intellectual property and confidentiality.

At SOGEVINUS, we are very committed to respecting other competing companies and the rules governing competition. For this reason, our professionals undertake to act loyally towards the rest of their competitors, in accordance with the legislation in force at all times, refraining from conduct that may be contrary to the principle of free competition.

Likewise, we strictly respect the intellectual property rights of third parties and undertake to respect them, SOGEVINUS being prohibited from using distinctive signs, inventions and creations belonging to third parties, except with the express consent of their legitimate owner.

We must all protect SOGEVINUS‘ confidential information, not disclosing it to third parties without first signing an appropriate confidentiality agreement and, in any case, restricting the information shared to the strictly indispensable minimum

6.10. Personal Data Protection.

SOGEVINUS has policies and procedures that ensure the security and protection of personal data of all its employees, suppliers and other subcontracted entities, customers and stakeholders in general. Third parties acting on behalf of SOGEVINUS must also provide guarantees of compliance with the requirements of personal data protection.

CHAPTER III. IMPLEMENATTION OF THE CODE OF ETHICS

7. DISSEMINATION OF THE CODE AND MANDATORY COMPLIANCE WITH IT

From the moment it is approved by the Board of Directors, the SOGEVINUS Code of Ethics becomes our general rule of conduct, so that none of the existing internal rules or those that may be approved in the future may contradict the provisions of this Code, as well as the legislation in force.

8. CONTROL OF COMPLIANCE AND MONITORING OF THE CODE OF ETHICS

The operation and supervision of the Code of Ethics, as well as the control of its compliance, correspond to the Ethics and Compliance Committee appointed by the Board of Directors. For this purpose, the organisation shall provide this Committee with all the material, human, technical and economic resources necessary for the exercise of its duties.

The Ethics and Compliance Committee has the following responsibilities in relation to this Code:

(i) To promote the dissemination of the Code of Ethics among the target audiences, as well as all development policies.

(ii) To promote the continuous training of all members of the organisation or even third parties connected to it, to ensure that they are aware of all the relevant aspects of the Code, as well as of the role or responsibilities that each one assumes in relation to it.

(iii) Make available to employees, partners, and other interested parties secure communication channels for reporting possible breaches of the Code’s provisions.

(iv) To report and notify the General Management and the Governing Body of breaches or non-compliance with this Code by those who are required to comply with it.

(v) Make recommendations, suggestions and modifications deemed necessary for the continuous improvement of the Code or its implementation policies.

(vi) Resolve any doubts that may arise in the interpretation and scope of application of the Code.

9. DUTY TO COMMUNICATE AND WHISTLEBLOWER CHANNEL

The recipients of the Code have the obligation to report through the ethics channel, any action or conduct that results in or may be contrary to this Code, as well as any behaviour that is inappropriate or contrary to the values and principles of the organisation. Reports will be submitted through a secure platform that can be accessed from the company’s website.

In order to achieve the highest possible degree of impartiality and transparency, the SOGEVINUS Compliance Officer will be responsible for receiving and processing the reports submitted through the whistleblowing channel. If, after the results of the preliminary analysis of the complaint, there are indications of any irregularity or violation of the Code of Ethics or its development policies, the complaint will be transferred to the Ethics and Compliance Committee, which will be responsible for initiating the respective investigation process, in accordance with the procedure established for this purpose.

Both the Compliance Officer and the Ethics and Compliance Committee shall guarantee to all whistleblowers the full confidentiality of their identity and of all the information provided, as well as the absence of retaliation against the whistleblower in good faith, even if, after submission and analysis of the relevant report, the organisation considers that no wrongdoing has occurred.

10. DISCIPLINARY SYSTEM

Without prejudice to any criminal, administrative or other sanctions that may be applicable according to the legislation in force, failure to comply with the provisions of the SOGEVINUS Code of Ethics may result in disciplinary sanctions by the organization, always in accordance with the applicable legislation.

11. COMING INTO FORCE

This Code of Ethics will come into force from the moment of its approval by the Board of Directors of SOGEVINUS, and its communication to all interested parties is mandatory, and it must be disclosed through the internal and external communication channels intended for this purpose by the organisation.

12. VERSION CONTROL

The present version was approved on 16 March 2022.