Ysios Capital Partners, S.G.E.I.C., S.A.U.

1. PURPOSE

The purpose of this policy is to set out the general principles of the internal reporting system (“Whistleblowing Channel“) of YSIOS CAPITAL PARTNERS, SGEIC, S.A.U. (hereinafter, “Ysios“), as well as other matters set out in Spanish Act 2/2023, of February 20, regulating the protection of persons who report regulatory offences and the fight against corruption (“Whistleblower Act” or “Act 2/2023“), which transposes into Spanish law the Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019.

The Board of Directors of Ysios has approved the implementation of the Whistleblowing Channel and has approved this Whistleblowing Channel Policy and Information Management Procedure (the “Policy“).

The main objectives of establishing a Whistleblowing Channel are to protect people who, in a work or professional context, detect any potentially irregular conduct referred to in section 2 of this Policy and report them through the mechanisms provided for this purpose, as well as to strengthen and promote the culture of information as a mechanism to prevent and detect such irregular conduct. The Whistleblowing Channel will be managed internally in accordance with this Policy.

2. OBJECTIVE SCOPE OF APPLICATION

This Policy applies to persons reporting on:

1. Actions or omissions that may constitute breaches of European Union law¹.
2. Actions or omissions that may constitute a serious or very serious criminal or administrative infraction. In any case, all serious or very serious criminal or administrative offenses that involve economic loss to the Treasury and Social Security shall be understood to be included.
3. Any behavior contrary to the legal regulations in force that has been carried out within the framework of the activity developed by Ysios and that has become known in the work or professional context.
4. Any behavior contrary to Ysios’ internal policies of conduct.

This Policy applies to Ysios, as well as to all venture capital funds and companies and closed-end collective investment schemes managed by Ysios.

3. SUBJECTIVE SCOPE OF APPLICATION

The following groups may access and use Ysios’ Whistleblowing Channel to report information on the breaches referred to in section 2 above:

1. The partners/shareholders of Ysios.
2. The members of Ysios’ Board of Directors.
3. Any Ysios’ employee, including trainees, employees undergoing training, as well as those whose employment relationship has ended or has not yet begun when information about violations has been obtained during the selection process or pre-contractual negotiation.
4. Anyone working for or under the supervision and direction of Ysios’ contractors, subcontractors and suppliers.
5. The legal representatives of the workers in the exercise of their functions of advice and support to the informant.
6. The natural persons who, within the framework of the organization in which the informant provides services, assist the informant in the process.
7. Natural persons who are related to the informant and who may suffer retaliations, such as coworkers or relatives of the informant.
8. The legal entities for which the informant works or with which he/she maintains any other type of relationship in an employment context, or in which he/she holds a significant shareholding. For these purposes, it is understood that the participation in the capital or in the voting rights corresponding to shares or participations is significant when, due to its proportion, it allows the person who holds it to have the capacity to influence the entity in which he/she participates.

4. GUIDING PRINCIPLES AND GUARANTEES OF THE WHISTLEBLOWING CHANNEL

All communications sent through the Whistleblowing Channel shall be treated in accordance with the terms of this Policy and shall be governed by the following principles:

1. Legality: all communications will be handled in accordance with the legislation in force, in particular with the provisions of Act 2/2023 and with the applicable legislation on personal data protection.
2. Accessibility: Ysios’ Whistleblowing Channel allows all persons referred to in section 3 to communicate information on the violations referred to in section 2, in writing and/or verbally, and may do so anonymously.
3. Autonomy and independence: all those involved in the management of the Whistleblowing Channel must offer a guarantee of independence, particularly the Whistleblowing Channel Manager, who may not receive instructions of any kind in the performance of his/her duties and will be provided with the necessary resources to carry out his/her functions.
4. Diligence: the actions aimed at verifying and investigating the facts reported in the communications shall be carried out with the greatest possible diligence, agility and effectiveness.
5. Confidentiality: the Whistleblowing Channel is designed and managed in such a way as to guarantee the confidentiality of the identity of the informant, of the affected persons and of any third party mentioned in the communications, as well as of the actions carried out in the management and processing thereof. The register of communications supervised by the person in charge of the Whistleblowing Channel is regulated in such a way as to guarantee not only the protection of personal data, but also the due restriction of access to unauthorized personnel.
   In the event that a communication is made through a channel other than the Whistleblowing Channel or to members of Ysios not responsible for the processing of the communications, the recipient of the information will also be subject to such confidentiality obligation and must immediately forward the communication through the Whistleblowing Channel.
   In no case shall the identity of the informant be communicated to the person investigated or affected by the communication.
   Without prejudice to the foregoing, Ysios may communicate the identity of the informant to the judicial authority, the Public Prosecutor’s Office or the competent administrative authority in the context of a criminal, disciplinary or sanctioning investigation, as well as in all other cases provided for in the applicable regulations. In this case, the informant shall be informed of this circumstance before revealing his identity, unless this information could compromise the investigation or the judicial proceedings.
6. Anonymity: the Whistleblowing Channel has the appropriate technical and organizational measures to guarantee anonymity when the informant chooses this method of communication.
7. Presumption of innocence and right to honor: the persons affected by the communication shall be protected by the presumption of innocence, the right to honor and other rights provided for in the applicable regulations, the exercise of which must comply with the principle of confidentiality of the informant’s identity.
   The person under investigation will be informed of the decisions, if any, that Ysios may take against him/her as a result of the investigation.
8. Protection of the informant and prohibition of retaliation: Ysios will make available to the informant the appropriate tools of support and protection necessary in accordance with the provisions of Act 2/2023.
   Acts constituting retaliation, including threats of retaliation and attempts to retaliate against persons who report or cooperate in a communication or information process covered by this Policy are expressly prohibited. Retaliation is understood as any acts or omissions that are prohibited by law, or that directly or indirectly involve unfavorable treatment that places the persons who suffer them at a particular disadvantage with respect to another in the work or professional context, solely because of their status as whistleblowers, or because they have made a public disclosure.
   Persons who report actions or omissions through the Whistleblowing Channel or who make a public disclosure shall not be deemed to have violated any disclosure restrictions. Therefore, such persons shall not incur liability of any kind in connection with such communication or public disclosure, provided that they had reasonable grounds to believe that the communication or public disclosure of such information was necessary to disclose the action or omission pursuant to the 2/2023 Act. Whistleblowers shall not incur liability with respect to the acquisition of or access to information that is publicly communicated or disclosed, provided that such acquisition or access does not constitute a crime.
   The protection measures provided for in this Policy are without prejudice to those established in the specific regulations that may be applicable and shall not exclude the application of the rules relating to criminal proceedings.
9. Principle of good faith: communications must be made in good faith, and false communications or accusations, slander or those made in bad faith are prohibited. The protection of the informant shall not apply in the event of false or malicious communications or information, and the informant shall be subject to disciplinary sanction and/or the corresponding legal measures in accordance with the administrative, criminal and/or civil liabilities provided for in the applicable regulations.
10. Transparency and publicity: the information necessary for informants to make use of Ysios’ Whistleblowing Channel is provided in a clear and easily accessible manner, and is included in this Policy, which can be consulted on Ysios website.

5. WHISTLEBLOWING CHANNEL

The Whistleblowing Channel integrates all the internal information channels enabled by Ysios for the communication of complaints or information related to the conducts referred to in section 2 above. The Whistleblowing Channel should not be used as a way to present general complaints or to share opinions or personal feelings that do not imply a well-founded suspicion of non-compliance with legal regulations.
Communications through the Whistleblowing Channel may be made anonymously at the discretion of the informant.
Ysios makes available to the persons referred to in section 3 the following channels for reporting potential irregularities:

1. a) In writing:
   • Through Ysios website https://ysioscapital.com/contact-us/
   • By e-mail to compliance@ysioscapital.com or polazabal@ysioscapital.com (only for communications of discrimination or harassment in the work environment of Ysios)
   • By mail to the address Travessera de Gràcia 11, 8º, 08021 Barcelona Spain, addressed to Compliance

   and/or

2. Verbally:
   • By telephone at +34 93 517 35 45, ask for the Whistleblowing Channel Manager
   • At the request of the informant, by means of a face-to-face, telematic or telephone meeting with the Whistleblowing Channel Manager, which must be held within seven (7) days of receipt of the request

   If the communication is made verbally, it shall be documented in one of the following ways, subject to the informant’s consent:

   • Through a recording of the conversation in a secure, durable and accessible format; or
   • Through a complete and accurate transcript of the conversation. In these cases, without prejudice to the rights that correspond to the informant in accordance with the provisions of the regulations on personal data protection, the informant will be offered the opportunity to verify, rectify and accept by signing the transcript of the conversation.

6. RESPONSIBLE FOR THE WHISTLEBLOWING CHANNEL

The Whistleblowing Channel Manager will be responsible for managing the Whistleblowing Channel.

The designation of the person in charge of the Whistleblowing Channel will be notified to the Independent Authority for the Protection of the Informant or, as the case may be, to the competent authorities or bodies of the regional governments, within the scope of their respective competences.

The Whistleblowing Channel Manager shall diligently assume the resolution of the procedures initiated as a result of the communications received through the Whistleblowing Channel. In the event of a conflict of interest, Ysios’ Board of Directors shall appoint the person in charge of such resolution, who in the exercise of that function shall be subject to the same obligations and principles as the Whistleblowing Channel Manager.

The Whistleblowing Channel Manager shall keep a record book of the information received and of the investigation files to which they have given rise, guaranteeing the confidentiality of the information at all times.

The Whistleblowing Channel Manager has the necessary means for the proper performance of its functions in accordance with the provisions of Act 2/2023.

At its meeting held on November 24, 2023, the Board of Directors of Ysios appointed Ms. Wen Wen Cheng, Head of Legal at Ysios, as the Whistleblowing Channel Manager.

7. INFORMATION MANAGEMENT PROCEDURE

The informant must provide the data he/she deems necessary in the communication, and it is recommended that this be the maximum information available in order to be able to manage and analyze the communication as effectively as possible. As a guideline, communications may contain the following data:

• Name and surname of informant (optional)
• Date on which the events occurred
• Explanation of the facts that are the subject of the communication
• Identity of the affected person(s) to whom the facts are attributed.
• Identity of possible witnesses
• Documentation or any supporting documentation
• Other information that the informant deems appropriate

Once the communication has been sent, the Responsible of the Whistleblowing Channel will acknowledge receipt of the communication to the informant within seven calendar days of receipt of the communication, unless this could jeopardize the confidentiality of the communication.

The communications admitted for processing will be diligently managed by the Responsible of the Whistleblowing Channel. Depending on the case reported, it may be referred to a collaborator of the person in charge of the Whistleblowing Channel. In those cases in which the communications do not have the relevance established in Act 2/2023, they will be referred to the corresponding person in charge to be dealt with and, if necessary, resolved by the corresponding person.

Whether it is decided to admit or not to admit a communication for processing, this decision will be notified to the informant, unless the informant is anonymous and such notification is not possible.

In the context of an investigation, the Whistleblowing Channel Manager or the assigned managers may ask Ysios’ personnel to collaborate in the investigation proceedings, which must keep the existence of the investigation and its contents strictly confidential.

In view of the investigation procedures carried out, and at the time deemed most appropriate to ensure the proper completion of the investigation, the Whistleblowing Channel Manager will inform the affected person about (i) the existence of the investigation, providing a brief summary of the alleged facts reported; and (ii) his/her rights and obligations. In any case, the presumption of innocence and the honor of the affected persons shall be scrupulously respected and they may be heard at any time during the investigation so that they may make allegations and provide the evidence they deem appropriate.

The maximum time limit for responding to the investigation proceedings may not exceed three months from the receipt of the communication or, if no acknowledgement of receipt was sent to the informant, three months from the expiration of the seven-day period after the communication was made. In cases of particular complexity that require an extension of the time limit, this may be extended up to a maximum of three additional months, and a written record must be made of such extension as well as of the circumstances that led to such decision.

The Whistleblowing Channel Manager shall immediately communicate the information received to the Public Prosecutor’s Office when the facts could be indicative of a crime. In case the facts affect the financial interests of the European Union, the information will be sent to the European Public Prosecutor’s Office. It shall be understood that it is appropriate to make such communication when, in view of the progress of the investigation (information communicated, documentation obtained in the course of the same, results of interviews, etc.), there is sufficient evidence to reasonably conclude that the facts subject to the investigation could be classified as a crime.

The communication of any type of information to the Public Prosecutor’s Office will take place as long as it does not violate the law and does not violate any constitutional right of the individuals and/or legal entities that could be affected by the facts in question.

In addition, the Whistleblowing Channel Manager will submit the resolution of the investigation to the Board of Directors of Ysios for ratification:

• • If the facts are of special transcendence,
  • By reason of the position held by the offending person; and/or
  • Because of the possible impact of the facts on the organization or on Ysios’ reputation.

8. EXTERNAL INFORMATION CHANNELS

Without prejudice to the preferential channel of the Whistleblowing Channel for the communication of the possible non-compliances set forth in Act 2/2023, informants may access the channels established by the Public Administrations for such purposes (“External Channels“), either directly or after prior communication through Ysios’ Whistleblowing Channel. In accordance with the provisions of Act 2/2023, whistleblowers may address their complaints or information to the Independent Authority for the Protection of Whistleblowers or to any other competent regional authorities or bodies.

Likewise, informants who become aware of facts or situations that may constitute infringements in the prevention of money laundering and financing of terrorism, may bring them to the attention of SEPBLAC.

9. INFORMATION LOG BOOK

The Whistleblowing Channel Manager will keep a record of all information received and the investigations to which they have given rise, ensuring due confidentiality and compliance with the regulations on the protection of personal data.

The following data relating to the information received shall be recorded in the logbook:

• Registration number
• Date information received
• Actions carried out
• Actions taken
• Closing Date

10. PROTECTION OF PERSONAL DATA

The processing of personal data carried out within the framework of the Whistleblowing Channel will be carried out in full compliance with the general principles and obligations set out in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR), in the Organic Act 3/2018, of December 5, on the Protection of Personal Data and Guarantee of Digital Rights (LOPD GDD), in the Organic Act 7/2021, of 26 May, on the protection of personal data processed for the purposes of prevention, detection, investigation and prosecution of criminal offenses and enforcement of criminal penalties, and in Title VI of Act 2/2023.

The personal data collected in the Whistleblowing Channel will be processed by Ysios acting as data controller.

The personal data provided through the Whistleblowing Channel will be processed for the purpose of receiving communications of regulatory violations, analyzing their content and managing the corresponding file, all in accordance with the provisions of Act 2/2023. The processing of personal data shall be deemed lawful in accordance with Article 30 of Act 2/2023.

The identity of the informants shall in any case be confidential, in such a way that it shall not be communicated to the persons to whom the reported facts refer or to third parties, except in the cases provided for in Act 2/2023.

In no case will be processed personal data that are not necessary for the investigation of the reported fact, proceeding, if necessary, to its immediate deletion. Likewise, any personal data that may have been communicated and that refer to conduct that is not included in the scope of application of Act 2/2023 will be deleted. Once three months have elapsed since the receipt of the communication without any investigation actions having been initiated, the data must be deleted, unless the purpose of the conservation is to leave evidence of the operation of the system. Under no circumstances may personal data relating to information received and internal investigations be kept for a period of more than ten years.

The interested parties may at any time exercise the rights referred to in Articles 15 to 22 of the RGPD by writing to ysios@ysioscapital.com.

11. DISCIPLINARY REGIME

Failure to comply with this Policy will lead to the imposition of the corresponding disciplinary sanctions, apart from the sanctions that may be imposed administratively for failure to comply with the obligations established in Act 2/2023.

12. VERSION HISTORY

Version	Date	Comments
Version 1	November 24, 2023	Initial version approved by Ysios’ Board of Directors

 

View Spanish Version