Purpose

This Compliance Policy (hereinafter, the “Policy”), approved by Kupertino’ Board of Directors, implements of the Global Code of Conduct of the Kupertino Corporation (“Conduct and responsible practices commitments”) thus intertwining with the ethical values upheld by the Kupertino Corporation (hereinafter, “Kupertino” or the “Company”), confirming its determination to observe both regulations and ethical standards, defining for such purposes its framework of principles of compliance.

This Policy is in line with Kupertino’s culture of integrity and respect towards regulations, and it takes into account not only the interests of the Company, but also the requirements and expectations of its employees, customers, manufacturers and suppliers, business partners, NGOs, local communities and the society at large, (hereinafter, the “Stakeholders”).

This text is aligned with the strategic goals of the Kupertino Corporation and therefore, it requires the utmost commitment by the management and all the individuals who are part of the Corporation, to meeting its provisions.

This Policy being a highly ranked regulation, it allows to prepare specific compliance policies to implement and extend its contents.

Scope of Application

This Policy is mandatory and applies to all the companies belonging to Kupertino, regardless of the geographical area where they are based. It binds its entire workforce, regardless of their position and the duties they perform.

This Policy may be enforced, in full or in part, on any natural and/or legal person related with Kupertino, where this is expedient to fulfil its purpose and possible considering the type of relationship.

This Policy shall be available to all the employees. Notice thereof shall be given to Directors and Executives of the Company, and, additionally, to any person who acts on its behalf, where so required by the type of relationship, all of whom shall undertake in writing or electronic to comply with it.

Contents of the Policy

Through this Policy, Kupertino seeks to intertwine the principles and values covered in the Global Code of Conduct and in the Code of Conduct for Manufactures and Suppliers, with the conduct and duties of its employees and stakeholders. Therefore, and to implement it, Kupertino has set up a Procedure covering the required organizational and managerial measures to duly implement the Policy, and both documents make up the general Compliance Model framework of the Company.

It is incumbent on the Compliance Function – represented by the Heads as decision-making body and the Code Compliance Office, as managing body – to ensure the appropriate operation of the Procedure associated to this Policy. However, it is incumbent on the entire organization, and therefore, on its governing bodies and all its employees, to comply with the regulations and ethical standards and to integrate compliance obligations into their day-to-day.

In this respect, the duties of all Kupertino’s Employees, regardless of their position within the Company, (Duties of all Employees) are detailed below, as well as all such Compliance obligations additionally assigned to Kupertino’ Directors (Duties of all Directors), Officers and Senior Executives (Duties of Officers and Senior Executives), on account of the duties they perform.

Duties of all Employees

With regard to this Policy, Kupertino’s Employees are bound:

• To engage in a honest conduct of compliance, in the performance of their job at Kupertino, with regard to this Policy and all Compliance obligations.
• To integrate compliance obligations within their day-to-day, being a part of all the processes implemented in their daily activity.
• To report, through all the channels established for such purpose, any breach or risk of noncompliance that they may notice or be aware of, and cooperate in its settlement.
• To raise any doubts, recommendations or concerns in connection with the fulfillment of this Policy or with Compliance obligations.
• To cooperate in any tasks related to performance of Compliance obligations, encouraging all employees to engage in a conduct in line with this Policy.
• To attend training run on Compliance.
• To allow a smooth execution of the tasks of the Compliance Function, and namely, provide all the information and documentation requested.

Duties of all Directors

With regard to this Policy, it is incumbent on Kupertino’ Board of Directors and on each of its members:

• To officially approve the Compliance Policy as well as any amendment or update thereof, required to keep it in full force and effect.
• To promote a compliance culture within Kupertino, through its own conduct, leading by example.
• To be apprised of the Compliance Management Procedure that implements the Policy, and ensure that the Compliance Function relies on all the required resources to perform its duties.
• To provide the required support and legitimacy to the Compliance Function allowing it to perform its duties, as well as access and involvement in the decision-making processes related to the Compliance Model.
• To forthwith make such decisions and take such actions as are required to prevent any risk of breach, or to mitigate its effects, should such risk materialize.

Duties of Officers and Senior Executives

Likewise, anyone who, despite not being a member of the Board of Directors nor being a Senior Executive, supervises any department or area, or performs special duties within the Company, shall be deemed to be an Officer.

With regard to this Policy, Kupertino’s Senior Executives and Officers shall be bound:

• To identify Compliance obligations, whether mandatory or undertaken of their own accord, reporting the existence and performance thereof to the Heads, namely in case of any potential doubts or risks of breach.
• To ensure that their teams’ members are apprised of the Compliance obligations that affect them and are duly and regularly trained in such respect.
• To identify Compliance risks or breaches.
• To apply and disclose to the Compliance Function any appropriate corrective measure to prevent any risk of breach, playing an active role in the execution of such measures, where appropriate.
• To promote among their teams’ members the reporting of any Compliance incidence.
• To facilitate, where appropriate, access by the Compliance Function to the meetings of Officers, or those they hold with their teams.

Statement of Compliance

Since regulatory compliance and compliance with ethical standards binds the entire Company and represents one of its strategic goals, the entire staff is expected to be familiar with this Policy and respect its contents. Likewise, with regard to third parties with whom Kupertino is engaged in any business relationships, they are expected to behave in line with this Policy. Kupertino shall forthwith react to any potential noncompliance with the provisions of this Policy, within the parameters of the applicable laws and regulations.