Communication Policy and Complaint Follow-up

I. Introduction

Motorline Electrocelos, S.A. has always been guided by principles of integrity and honesty, respecting current legislation and carrying out its activity guided by the principles of professional ethics dominant in legal commerce.

In this sense, and in compliance with the provisions of Decree-Law no. 109-E/2021, of December 9 (which establishes the General Corruption Prevention Regime), a reporting channel was created, which allows the reporting of irregular practices , particularly related to corruption or related infractions, in order to effectively combat such behavior, through a means of rapid reporting and open to all who contact Motorline Electrocelos, S.A., preserving, however, the confidentiality and anonymity of whistleblowers .

This policy aims to stipulate and regulate all procedures necessary for the reception, follow-up and conclusion of each reporting process, closely following the requirements imposed by Law no. 93/2021, of December 20, which enshrines the Regime General Protection for Whistleblowers of Infractions.

II. Scope of the Reporting Channel

The reporting channel is intended to be used in particular by natural persons who become aware of an infraction, whether already completed, yet to occur, or about to be committed, in the context of their professional activity or their relationship with Motorline Electrocelos , S.A.. In this sense, the following may be considered Whistleblowers:

  • Employees, interns and volunteers, as well as people in the recruitment process;
  • Customers, service providers, suppliers and anyone who maintains, directly or indirectly, a contractual relationship with Motorline Electrocelos, S.A.;
  • Holders of social participation and members of management and supervisory bodies.

Infringements are considered to be all acts or omissions, intentional or negligent, that violate the applicable legislation in force (national, community and international), the Code of Conduct of Motorline Electrocelos, S.A., or any ethical principles applicable to the exercise of the functions in question. , involving, in particular:

  • Harassment;
  • Discrimination;
  • Corruption;
  • Money laundering;
  • Organized crime;
  • Terrorist financing;
  • Security, privacy and data protection;
  • Interest conflicts;
  • Fraud;
  • Embezzlement of funds;
  • Between others.

Certain issues go beyond the scope of the reporting channel, as they are not considered infractions in the relevant sense here. Therefore, the following issues will not be addressed through the reporting channel:

  • Complaints about the quality of products and services
  • Questions about labor dynamics
  • Exercise of rights under the General Data Protection Regulation

Such topics must be exposed in appropriate locations, namely through the Motorline Electrocelos, S.A. website, or through its internal channels.

III. Reception of Complaints

The reporting channel is available on the Motorline Electrocelos, S.A. website, and is accessible to any user. This channel is operated by an external entity (Trusty AG), which will ensure, independently, the receipt and confidentiality of complaints.

Only authorized people with competence to handle complaints can access the information made available by Whistleblowers.

Whistleblowers may choose to remain anonymous when submitting the complaint, and, in any case, the confidentiality of the data provided is always assured.

Despite the possibility of anonymity, the complaint must contain all the data necessary to determine the facts contained therein, as well as all the essential information that allows its subsequent processing. All reports that do not contain a clear and sufficient description of the facts that support the alleged infraction will not be subject to treatment, without prejudice to the fact that the Whistleblower may be contacted to complete or clarify their report.

The Whistleblower is also allowed to rectify or change their complaint based on emerging facts, through new communication in the reporting channel.

Considering the existence of an internal reporting channel, the Whistleblower cannot previously resort to external means of reporting, nor can they publicly disclose the infraction, except if:

  • Have reasonable grounds to believe that the infraction cannot be effectively addressed or resolved internally or that there is a risk of retaliation;
  • Have initially filed an internal complaint without being informed of the measures envisaged or adopted as a result of the complaint within three months of receiving the complaint;
  • The infraction constitutes a crime or infraction punishable by a fine of more than €50,000.00 – and the Whistleblower may, in these cases, resort to external reporting channels.

And except if:

  • The Whistleblower has reasonable grounds to believe that the infringement may constitute an imminent or manifest danger to the public interest, that the infringement cannot be effectively known or resolved by the competent authorities given the specific circumstances of the case, or that there is a risk retaliation, including in the event of an external complaint;
  • The Whistleblower has submitted an internal complaint and an external complaint, or directly an external complaint, without the appropriate measures having been adopted within the legal deadlines – and the Whistleblower can, in this second set of cases, publicly disclose an infraction.

IV. Handling Complaints

Within seven days of receiving the complaint, the Whistleblower is notified of such receipt and of the requirements, competent authorities, form and admissibility of the external complaint, where appropriate.

After an initial screening, carried out by authorized personnel from Motorline Electrocelos, S.A., through a platform managed by an external entity (Trusty AG), which ensures the confidentiality of the complaint, the Ethics Group of Motorline Electrocelos, S.A. will initiate the necessary investigations to determine the facts alleged in the complaint.

Subsequently, the Ethics Group prepares a report explaining what was found, concluding what solution should be given to the case. The process may be archived if the complaint is found to be unfounded or there is no infringement. On the other hand, the report may also contain the measures to be adopted to end the infringement – ​​namely opening an internal investigation or reporting to the competent authorities.

The measures planned or adopted to follow up on the complaint and their justification are communicated to the Whistleblower within three months from the date of receipt of the complaint.

All reports made through the Motorline Electrocelos, S.A. reporting channel will be treated confidentially. In fact, all information relating to the complaint will only be disclosed to those responsible for processing it who actually need to know this information.

Those responsible who become aware of data and information related to complaints and the processes that accompany them are bound by a duty of secrecy and confidentiality.
Anyone who reports an infraction under the terms and within the scope of this Policy cannot be subject to any retaliation, threat, harassment, intimidation or discrimination as a result of submitting the report.

However, if the complaint was presented in bad faith, without its author being able to ignore its lack of foundation, Motorline Electrocelos, S.A. reserves the right to apply applicable sanctions and penalties.

In compliance with the General Data Protection Regulation, Motorline Electrocelos, S.A. will process the data and information collected in the complaint only for the strict purpose of following up the process, in compliance with the legal obligations imposed by Law No. 93/2021 of December 20 and by Decree-Law No. 109-E/2021 , December 9th.

Whistleblowers who choose to identify themselves in the communication made on the reporting channel consent to their personal data being processed for the aforementioned purposes. These whistleblowers have the right to access, rectify and delete the personal data provided, and may also limit their processing and revoke the consent provided at any time, using the address qualidade@electrocelos.com.

All data is archived securely, guaranteeing its confidentiality. Motorline Electrocelos, S.A. retains all reporting processes for a period of five years, and this period may be exceeded in the event of legal litigation related to the reporting. In these cases, the processes will be maintained until the respective court decision becomes final. However, personal data that is not clearly relevant to the processing of the complaint will not be kept.

This Policy is available for consultation on the Motorline Electrocelos, S.A. website, and comes into force immediately.

Last review on November 29, 2024.

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Corruption Risk Prevention Plan and Related Offenses

I. Introduction

Decree-Law Nº 109-E/2021 created the National Anti-Corruption Mechanism (“MENAC”) and approved the General Corruption Prevention Regime (“RGPC”), with the aim of making the fight against corruption more effective – a constant concern of the Portuguese government in recent years.

One of the main goals defined in the aforementioned legal document is to commit the private sector to preventing, detecting and repressing corruption. Motorline Electrocelos, S.A., in line with the obligations established by law, places the prevention of corruption at the top of its priorities. In fact, as the RGPC applies to legal entities based in Portugal that employ 50 or more workers, Motorline Electrocelos, S.A. is one of those targeted by this diploma, striving even harder to achieve the objectives that arise from it.

This Plan demonstrates the commitment to ethics and integrity assumed by Motorline Electrocelos, S.A., identifying the main areas of corruption risk in the Company’s activity, broken down into several key points: management methodology and assessment of corruption risks; definition of action plans to prevent corruption; and monitoring strategies for identified control mechanisms.

The Plan covers all employees of Motorline Electrocelos, S.A., and other people who, regardless of their legal-functional framework, provide work or services for the Company, constituting a global binding instrument within the organization, with the aim of improving the management, consolidation and effectiveness of corruption prevention and detection mechanisms.

II. Characterization of Motorline Electrocelos, S.A.

Motorline Electrocelos, S.A. is a Portuguese limited company, headquartered in Barcelos, which has more than 30 years of experience in the automation market, therefore constituting itself as a national and international reference, with a presence in more than 70 countries.

In turn, the Motorline Professional brand is guided by innovation, from a perspective of constant evolution, developing and producing automation systems for homes, industries and road controls, always with the aim of simplifying people’s lives.

Therefore, in the provision of services and throughout its operations, Motorline Electrocelos, S.A. is guided by the following principles and values, as developed in its Anti-Corruption Code of Conduct:

  1. Integrity: Motorline Electrocelos, S.A. promotes an organizational culture based on ethics and honesty;
  2. Responsibility: all employees of Motorline Electrocelos, S.A. are linked to various duties and obligations, reporting regularly, which guarantees the establishment of clear responsibilities;
  3. Transparency: Motorline Electrocelos, S.A. defends a policy of disclosure and transparency of its actions, keeping all pertinent information available to the public;
  4. Compliance with legal standards: Motorline Electrocelos, S.A. ensures that all its activities are in compliance with Portuguese, Community and international laws that apply to it;
  5. Inspection: Motorline Electrocelos, S.A. implements effective internal control procedures and mechanisms to prevent, detect and correct any incorrect or corrupt behavior;
  6. Training: Motorline Electrocelos, S.A. informs and raises awareness of its employees about the prevention of corruption, enabling them to respond to possible risk behaviors, in accordance with their functions and degrees of responsibility.

III. Concepts

In order to contextualize this Plan, it is important, firstly, to define certain concepts relevant to this matter.:

  1. Risk: translates into the probability of something occurring, normally when there is exposure to a danger.
  2. Active Corruption: someone, by themselves or through an intermediary, with their consent or ratification, gives or promises to an employee, or to a third party, by indication or with their knowledge, a material or non-material advantage for the practice of any act or omission contrary to the duties of the duties of the position – article 374 no. 1 of the Penal Code.
  3. Passive Corruption: someone who, by himself or through an intermediary, with his consent or ratification, requests or accepts, for himself or for a third party, a material or non-material advantage, or his promise, for the practice of any act or omission contrary to the duties of the position – article 373 no. 1 of the Penal Code.
  4. Related Offenses: as appears enshrined in article 3 of the RGPC, in a business context, the concept of corruption ends up encompassing other conducts, also criminalized, called related offenses – examples of which will be the crimes of receiving and offering an undue advantage, embezzlement, economic participation in business, abuse of power, malfeasance, influence peddling, laundering, or fraud in
    obtaining or diverting subsidy, grant or credit.
  5. Employee: the concept of civil servant used throughout this Code of Conduct refers to the concept of article 386 of the Penal Code (civil public employees, military personnel, those holding public office, judges, notaries, among others).
  6. Improper receipt and offer of advantage: occurs when an employee, in the exercise of his duties or because of them, by himself or through an intermediary, with his consent or ratification, requests, accepts, gives or promises, for himself, for an employee or for a third party, a material or non-material advantage , which is not owed to him in the exercise of his functions or as a result of them – article 372.º, n.ºs 1 and 2 of the Penal Code.
  7. Embezzlement: occurs when an employee illegitimately appropriates, for his own benefit or that of another person, money or any movable or immovable thing or animal, public or private, that has been delivered to him, is in his possession or is accessible to him due to his functions; also includes the case in which the employee lends, pledges or, in any way, encumbers those values or objects – article 375 no. 1 of the Penal Code.
  8. Economic participation in business: occurs when an employee, with the intention of obtaining, for himself or for a third party, illicit economic participation, harms in a legal transaction the property interests that, in whole or in part, he is responsible for, due to his function, managing, supervising, defending or carry out – article 377 no. 1 of the Penal Code.
  9. Abuse of power: occurs when an employee, outside of the cases provided for in the previous articles, abuses power or violates duties inherent to their functions, with the intention of obtaining, for themselves or for a third party, an illegitimate benefit or causing harm to another person – article 382. of the Penal Code.
  10. Malfeasance: occurs when a public servant, within the scope of procedural investigation, judicial process, for misdemeanor or disciplinary, consciously and against the law, promotes (or not), conducts, decides (or not), or performs an act in the exercise of powers arising from the position he holds – article 369 no. 1 of the Penal Code.
  11. Influence trafficking: occurs when someone, by themselves or through an intermediary, with their consent or ratification, requests or accepts, for themselves or for a third party, a material or non-material advantage, or their promise, to abuse their influence, real or supposed, together to any public entity, national or foreign – article 335.º n.º 1 of the Penal Code.
  12. Laundering: process by which someone converts, transfers, assists or facilitates some conversion operation or transfer of advantages, obtained by themselves or by a third party, directly or indirectly, with the aim of disguising their illicit origin, or preventing the author or participant in criminal offenses is criminally prosecuted or subjected to criminal sanctions – article 368.º-A of the Penal Code.
  13. Fraud in obtaining or embezzling a subsidy, grant or credit: occurs when someone has obtained a subsidy or grant by providing the competent authorities or entities with inaccurate or incomplete information about themselves or third parties and relating to facts that are important for granting the subsidy or grant; or omitting, contrary to the provisions of the legal grant or subsidy regime, information on facts important for its granting; or using a document justifying the right to a grant or subsidy or important facts for its granting, obtained through inaccurate or incomplete information – article 36 no. 1 of Decree-Law no. 28/84 of January 20.

IV. Risk Management and Assessment Methodology

Motorline Electrocelos, S.A., seeking to prevent the risks of corruption and related infractions, has developed a set of risk management and internal control mechanisms and procedures, which aim to detect and identify possible infractions, mitigating their future effects.

Decree-Law No. 109-E/2021, of December 9, establishes that the Risk Prevention Plan must contain the following elements:

  1. The entity’s areas of activity at risk of committing acts of corruption and related offenses;
  2. The probability of occurrence and the predictable impact of each situation, in order to allow the grading of risks;
  3. Preventive and corrective measures that reduce the probability of occurrence and impact of identified risks and situations;
  4. In situations of high or maximum risk, the most exhaustive prevention measures, with their implementation being a priority;
  5. The designation of the person generally responsible for the execution, control and review of the Plan.

Through this Plan, Motorline Electrocelos, S.A. establishes methods for detecting, identifying and evaluating areas of activity with a risk of corruption or related infractions and defines the respective probability of them occurring in the Company’s daily life, aiming to prevent the occurrence of illicit acts within the organization.

a) Risk areas

First of all, in the prevention effort that has been made clear, Motorline Electrocelos, S.A. identified and classified, within its areas of activity, the activities with the greatest propensity for risky behaviors, seeking to classify and distinguish the different conducts and degrees of risk.
In this sense, the areas of activity most susceptible to irregular behavior, within Motorline Electrocelos, S.A., are, notably:

  • Providing services and selling products;
  • Contracting with suppliers;
  • Capturing and negotiating with customers and business partners;
  • Classification, posting and recording of invoices and other documents from suppliers and customers;
  • Preparation of financial reports, preparation of financial statements and consolidation.

b) Probability of occurrence and respective impact

The classification and assessment of risks was carried out based on an analysis of the probability of situations involving risk arising and the severity of their impact. This analysis will include five risk levels: very low, low, moderate, high and very high.

As can be seen from the above, only after an adequate and complete analysis of the risk level of each action will it be possible to address the solutions, notably of a preventive nature, to be adopted.

Thus, the probability of occurrence will be graded as follows:

Nivel Descrição
5 – Very High
It occurs multiple times a year.
4 – High
It occurs once every six months.
3 – Moderate
It occurs once every twelve months.
2 – Reduced
It is expected to only occur exceptionally.
1 – Very Reduced
The occurrence is not expected.

The impact in terms of cost and reputation for Motorline Electrocelos, S.A. will also be evaluated according to the following severity scale:

Nivel Descrição
5 – Very High
The occurrence severely affects the Company’s reputation or involves very high costs.
4 – High
The Company’s reputation is somewhat severely affected by the event or has significant costs.
3 – Moderate
The fact reasonably affects the reputation, having some significant repercussion on the Company’s activities and objectives or with support costs.
2 – Reduced
The occurrence affects reputation but without significant costs or with minimal consequences for activities and objectives.
1 – Very Reduced
The Company’s reputation is not affected.

Taking these scales, the risk level, which will take into account both parameters mentioned, will be graded as follows:

Nivel Coluna 1 Coluna 2 Coluna 3 Coluna 4 Coluna 5
Impact
5
5
10
15
20
25
4
4
8
12
16
20
3
3
6
9
12
15
2
2
4
6
8
10
1
1
2
3
4
5
1
2
3
4
5
Probability of Occurrence
Nivel Coluna 1
Risk Level
Very High Level
High Level
Moderate Level
Low Level

Taking the level of risk into consideration, Motorline Electrocelos, S.A. will adopt one of four risk handling behaviors:

  1. Terminate – terminate the activity in question, in cases where the risk is such that it does not allow the activity to be continued.
  2. Mitigate – act in a way that reduces the risk of the activity in question, and keeps it at a reasonable level.
  3. Transfer – using a third party who assumes the risk.
  4. Accept – admit exposure to risk. Not all risks can be managed and the cost of maintaining them may be much higher than the benefit sought from the activity.

c) Risk Level of Areas Most Prone to Irregular Behavior

Nivel Coluna 1 Coluna 2 Coluna 3 Coluna 4 Coluna 5
Risks
Risk areas
Providing services and selling products
Contracting with suppliers
Acquisition and negotiation with customers and business partners
Classification, posting and recording of invoices and other documents from suppliers and customers
Preparation of financial reports, preparation of financial statements and consolidation
Improper payments
Low
Moderate
Moderate
Moderate
Low
Improper receipts
Moderate
Moderate
Moderate
Moderate
Low
Fraud in obtaining or diverting subsidies, grant or credit
Low
Low
Low
Moderate
Moderate
Favoring external entities
Moderate
Moderate
Moderate
Moderate
Low
Acquisition of unnecessary goods or services
Low
Moderate
Moderate
Low
Low
Partiality and lack of exemption in the position
Low
Moderate
Moderate
Low
Low
Attribution of benefits in exchange for advantages
Moderate
Moderate
Moderate
Low
Moderate

V. Prevention of Corruption and Related Offenses at Motorline Eletrocelos, S.A.

In order to mitigate these risks, Motorline Electrocelos, S.A. adopted and instituted several prevention and correction mechanisms, applicable to all areas of activity, reviewed periodically, in particular:

  • An Anti-Corruption Code of Conduct, which indicates the values by which Motorline Electrocelos, S.A. guides its behavior in the market and the ethical guidelines by which all its employees are governed, with the central point being the
    prevention of corruption and related infractions;
  • An Internal Reporting Channel, which allows communication and anonymous reporting of irregular practices, especially those related to corruption and related infractions, in order to effectively combat such behaviors, through a quick and open means of reporting to everyone who comes into contact with contact Motorline Electrocelos, S.A., preserving, however, the confidentiality and anonymity of the complainants;
  • A Reporting Communication and Follow-up Policy, which stipulates and regulates all procedures necessary for the reception, follow-up and conclusion of each reporting process, closely following the requirements imposed by Law n.º 93/2021, of December 20 , which enshrines the General Protection Regime for Whistleblowers of Infractions;
  • An Internal Training Program, aiming to inform and raise awareness among employees and management and administration bodies of Motorline Electrocelos, S.A. on the legal guidelines relating to the prevention of corruption and related offenses and on the business policies adopted on this matter;
  • The appointment of the Head of the Anti-Corruption Compliance Program, in particular the CEO of Motorline Electrocelos, S.A..

VI. Follow-up and Monitoring of the Plan

Consistent with the RGPC, the CEO of Motorline Electrocelos, S.A. was designated as Responsible for Regulatory Compliance, and may delegate the monitoring, review and dissemination of this Plan to the Motorline Electrocelos, S.A. Ethics Group.

In this way, the CEO, or in his place, the Ethics Group will ensure control of this Plan, preparing, in particular, an annual evaluation report, for each year of the Plan’s validity, which must contain, among other elements, the quantification of the degree of implementation of the preventive and corrective measures identified here and the forecast of their full implementation.

This Plan must be reviewed every three years or whenever there is a change in the entity’s responsibilities or organic or corporate structure, in such a way as to justify the review of the elements contained in article 6.º no. 1 and 2 of the RGPC.

Motorline Electrocelos, S.A. ensures the publicity of this Plan with its publication on its official website, coming into force immediately.

December 19, 2024

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Anti-corruption Code of Conduct

I. Introduction

Decree-Law No. 109-E/2021 created the National Anti-Corruption Mechanism (“MENAC”) and approved the General Corruption Prevention Regime (“RGPC”), with the aim of making the fight against corruption more effective – a constant concern of the Portuguese government in recent years.

One of the main goals defined in the aforementioned legal document is to commit the private sector to preventing, detecting and repressing corruption. Motorline Electrocelos, S.A., in line with legally established obligations, places the prevention of corruption at the top of its priorities. In fact, as the RGPC applies to legal entities based in Portugal that employ 50 or more workers, Motorline Electrocelos, S.A. is one of those targeted by this diploma, making even more efforts to achieve the objectives that arise from it.

This Anti-Corruption Code of Conduct, required by the RGPC, demonstrates the commitment to ethics and integrity assumed by Motorline Electrocelos, S.A., identifying the set of principles, values and rules of action for all employees in matters of professional ethics, taking into account the standards penalties relating to corruption and related offenses and the risks of exposing the entity to these crimes.

With the clear and rigorous guidelines established here, Motorline Electrocelos, S.A. seeks to provide a guide for all its employees, suppliers and partners, to conduct their activities related to the Company, ensuring compliance with the highest standards of integrity and transparency.

II. Characterization of Motorline Electrocelos, S.A.

Motorline Electrocelos, S.A. is a Portuguese limited company, headquartered in Barcelos, which has more than 30 years of experience in the automation market, therefore constituting itself as a national and international reference, with a presence in more than 70 countries.

In turn, the Motorline Professional brand is guided by innovation, from a perspective of constant evolution, developing and producing automation systems for homes, industries and road controls, always with the aim of simplifying people’s lives.

In pursuit of its objectives, Motorline Electrocelos, S.A. is guided by the principles of transparency, responsibility and integrity, committing to combining the search for excellence and innovation with the constant improvement of everyday processes and practices, to guarantee the sustainability and ethics of its activity.

III. Concepts

In order to contextualize this Anti-Corruption Code of Conduct, it is important to define certain key concepts:

  1. Risk: translates into the probability of something occurring, normally when there is exposure to a danger.
  2. Active Corruption: someone, by themselves or through an intermediary, with their consent or ratification, gives or promises to an employee, or to a third party, by indication or with their knowledge, a material or non-material advantage for the practice of any act or omission contrary to the duties of the duties of the position – article 374 no. 1 of the Penal Code.
  3. Passive Corruption: someone who, by himself or through an intermediary, with his consent or ratification, requests or accepts, for himself or for a third party, a material or non-material advantage, or his promise, for the practice of any act or omission contrary to the duties of the position – article 373 no. 1 of the Penal Code.
  4. Related Offenses: as appears enshrined in article 3 of the RGPC, in a business context, the concept of corruption ends up encompassing other conducts, also criminalized, called related offenses – examples of which will be the crimes of receiving and offering an undue advantage, embezzlement, economic participation in business, abuse of power, malfeasance, influence peddling, laundering, or fraud in obtaining or diverting subsidy, grant or credit.
  5. Employee: the concept of civil servant used throughout this Code of Conduct refers to the concept of article 386 of the Penal Code (civil public employees, military personnel, those holding public office, judges, notaries, among others).
  6. Improper receipt and offer of advantage: occurs when an employee, in the exercise of his duties or because of them, by himself or through an intermediary, with his consent or ratification, requests, accepts, gives or promises, for himself, for an employee or for a third party, a material or non-material advantage , which is not owed to him in the exercise of his functions or as a result of them – article 372.º, n.ºs 1 and 2 of the Penal Code.
  7. Embezzlement: occurs when an employee illegitimately appropriates, for his own benefit or that of another person, money or any movable or immovable thing or animal, public or private, that has been delivered to him, is in his possession or is accessible to him due to his functions; also includes the case in which the employee lends, pledges or, in any way, encumbers those values or objects – article 375 no. 1 of the Penal Code.
  8. Economic participation in business: occurs when an employee, with the intention of obtaining, for himself or for a third party, illicit economic participation, harms in a legal transaction the property interests that, in whole or in part, he is responsible for, due to his function, managing, supervising, defending or carry out – article 377 no. 1 of the Penal Code.
  9. Abuse of power: occurs when an employee, outside of the cases provided for in the previous articles, abuses power or violates duties inherent to their functions, with the intention of obtaining, for themselves or for a third party, an illegitimate benefit or causing harm to another person – article 382. of the Penal Code.
  10. Malfeasance: occurs when a public servant, within the scope of procedural investigation, judicial process, for misdemeanor or disciplinary, consciously and against the law, promotes (or not), conducts, decides (or not), or performs an act in the exercise of powers arising from the position he holds – article 369 no. 1 of the Penal Code.
  11. Influence peddling: occurs when someone, by themselves or through an intermediary, with their consent or ratification, requests or accepts, for themselves or for a third party, a material or non-material advantage, or their promise, to abuse their influence, real or supposed, together to any public entity, national or foreign – article 335.º n.º 1 of the Penal Code.
  12. Laundering: process by which someone converts, transfers, assists or facilitates some conversion operation or transfer of advantages, obtained by themselves or by a third party, directly or indirectly, with the aim of disguising their illicit origin, or preventing the author or participant in criminal offenses is criminally prosecuted or subjected to criminal sanctions – article 368.º-A of the Penal Code.
  13. Fraud in obtaining or embezzling a subsidy, grant or credit: occurs when someone has obtained a subsidy or grant by providing the competent authorities or entities with inaccurate or incomplete information about themselves or third parties
    and relating to facts that are important for granting the subsidy or grant; or omitting, contrary to the provisions of the legal grant or subsidy regime, information on facts important for its granting; or using a document justifying the right to a grant or subsidy or important facts for its granting, obtained through inaccurate or incomplete information – article 36 no. 1 of Decree-Law no. 28/84 of January 20.

IV. Principles, Values and Rules of action

As part of its activities, Motorline Electrocelos, S.A. is guided by the following principles, values and rules of action:

a) Integrity

Motorline Electrocelos, S.A. promotes an organizational culture based on ethics and honesty and does not tolerate any type of fraud, especially related to corruption. The practice of this type of infraction subjects its perpetrator to disciplinary, civil and criminal sanctions.

The importance of honest conduct is instilled in all employees, so that, in their actions, both internal and external, they prioritize transparent communication and honor the commitments made. Motorline Electrocelos, S.A. ensures that all its processes and operations are clear and understandable to all employees, suppliers and partners, so that relationships based on trust and transparency are created.

In addition to this Anti-Corruption Code of Conduct, Motorline Electrocelos, S.A. It also has an Internal Regulation, a Code of Good Conduct for the Prevention of Harassment at Work, and a Code regarding Data Processing in accordance with the General Data Protection Regulation. This set of documents, which complement each other, creates a guide to good conduct that covers all of the Company’s operations, ensuring the pillar of integrity.

In this sense, the employees of Motorline Electrocelos, S.A. They must not accept any gifts, benefits, bribes or any other advantages that could influence their professional decisions. Furthermore, all employees must avoid situations in which their personal interests may conflict with the Company’s interests, and it is of utmost importance to communicate any potential conflict so that it can be managed in accordance with internally established guidelines.

In summary, the employees of Motorline Electrocelos, S.A. must avoid any relationship with third parties that could place them in compromising situations, raising doubts about their integrity, affecting trust in the Company.

b) Respect for employees

Respect for employees is at the heart of the organizational culture of Motorline Electrocelos, S.A., guiding all management practices and daily interactions. All employees of Motorline Electrocelos, S.A. are treated with dignity, regardless of their position, role, nationality, ethnicity, gender, sexual orientation, religious belief or any other personal characteristic.

Motorline Electrocelos, S.A. aims to create a safe and healthy work environment, promoting equal opportunities and valuing each person’s contributions. In this aspect, the fight against any form of discrimination or harassment is ensured.

In addition, the employees of Motorline Electrocelos, S.A. must refrain from any conduct that could negatively affect the Company, distorting its perception abroad and undermining the trust of partners and suppliers.

It is also important not to forget internal relationships, and employees must base their conduct and interpersonal relationships on principles of cooperation and civility.

In this sense, it is clear that Human Rights are not forgotten at Motorline Electrocelos, S.A, which guides its activity by the norms and principles proclaimed in the Universal Declaration of Human Rights, in the Fundamental Conventions of the International Labor Organization, in the Guiding Principles of the United Nations in relation to business and human rights and the Voluntary Principles on security and human rights.

c) Transparency

Transparency is one of the central values of Motorline Electrocelos, S.A., guiding all its activity, with the aim of strengthening the trust of those who come into contact with it and ensuring integrity and a sense of responsibility in its operations.

In this way, the Company defends a clear and accessible communication policy, which transparently discloses its operations, keeping all pertinent information available to the public. In addition, the employees of Motorline Electrocelos, S.A. are encouraged to promote the dissemination of relevant information, establishing a culture of permanent dialogue, with an “open door”.

Motorline Electrocelos, S.A. strives to maintain complete and accurate records of its activity, in compliance with its legal obligations, preventing risky behavior related to corruption and related infractions.

Employees of Motorline Electrocelos, S.A. recognize the primacy of this principle, not only among themselves, but also externally, being responsible for making available to consumers and clients all necessary information about the products and services provided, in an accurate, complete and timely manner, in order to avoid omissions and inaccuracies.

d) Inspection

Motorline Electrocelos, S.A. you are committed to maintaining high standards of integrity and compliance in all of your operations. In this sense, supervision and internal control are essential components to ensure that the Company’s activities comply with all legal regulations.

As a result, Motorline Electrocelos, S.A. implements effective procedures and mechanisms to ensure continuous monitoring that prevents, detects and corrects any incorrect or risky behavior.

All employees of Motorline Electrocelos, S.A. know and observe the rules defined in this Anti-Corruption Code of Conduct, as well as those contained in the Internal Regulations, the Code of Good Conduct for the Prevention of Harassment at Work and the Code regarding Data Processing in accordance with the General Data Protection Regulation . All of these internal regulations are extremely important in the Company’s day-to-day operations, so that everyone who comes into contact with it can trust its integrity and transparency.

In order to ensure compliance with all current internal standards, as well as all applicable legislation and regulations, the Ethics Group of Motorline Electrocelos, S.A. remains alert to potential violations, preparing reports on compliance with internal standards.

The objective of all inspections is to constantly improve the conduct of Motorline Electrocelos, S.A. as a whole, addressing any regulatory gaps and correcting incorrect behavior in a timely manner.

e) Training and awareness

Motorline Electrocelos, S.A. recognizes that ongoing and comprehensive anti-corruption training is critical to creating a culture of integrity and compliance. Therefore, it is concerned with informing and raising awareness of all its employees about the prevention of corruption, so that they know and understand this Anti-Corruption Code of Conduct.

The approach of Motorline Electrocelos, S.A. involves training all employees, within the scope of their roles and responsibilities, to identify, prevent and adequately respond to risk behaviors associated with corruption or related offenses.

In this sense, Motorline Electrocelos, S.A. ensures regular training on corruption and related offenses for employees whose functions and levels of responsibility require it, especially for senior positions, as provided for in the Anti-Corruption Training Program. Any employee who holds a higher position in the Company must also ensure participative management, so that all team members can provide their contribution.

V. Noncompliance

Compliance with the standards established in this Anti-Corruption Code of Conduct is essential, so that Motorline Electrocelos, S.A. can maintain an ethical and responsible work environment. Compliance with all of the Company’s internal standards is not only a legal and moral obligation, but also fundamental for the continuous improvement of Motorline Electrocelos, S.A..

Therefore, any violation of these regulations will be treated with the utmost seriousness and may result in the application of disciplinary sanctions, notably:

  1. Reprimand;
  2. Recorded reprimand;
  3. Financial penalty;
  4. Loss of vacation days;
  5. Suspension from work with loss of salary and seniority;
  6. Dismissal without severance pay or compensation.

All allegations of violation of the Anti-Corruption Code of Conduct will be investigated in a fair and impartial manner, with the employee having the right to defend himself and present his version of the facts.

In addition, Motorline Electrocelos, S.A. employees must scrupulously comply with current legislation on the prevention of corruption and related offenses. Failure to comply with such standards may constitute a crime, subject to severe sanctions, including prison sentences, under the terms of the Portuguese Penal Code and other applicable legislation.

Motorline Electrocelos, S.A. is committed to strictly following all applicable legal regulations and will take all necessary measures to ensure full compliance with the law. In this sense, Motorline Electrocelos, S.A. will not protect any employee who commits acts that could constitute a crime – on the contrary, any employee involved in activities that are suspected to be related to corruption or related offenses will be reported to the competent authorities and the Company will fully cooperate with any investigations.

Along with this, Motorline Electrocelos, S.A. will competently follow up on all reports it receives, in accordance with the Reports Communication and Monitoring Policy, regardless of who the person actually reported is.

Motorline Electrocelos, S.A. expects all its employees to fully commit to the principles, values and duties resulting from this Anti-Corruption Code of Conduct, contributing to the Company’s excellence and sustainability.

VI. Follow-up and Monitoring of the Anti-corruption Code of conduct

To ensure the effectiveness of this Anti-Corruption Code of Conduct, promoting an honest and transparent work environment, Motorline Electrocelos, S.A. implements a rigorous monitoring and continuous monitoring process.

Consistent with the RGPC, the CEO of Motorline Electrocelos, S.A. was designated as Responsible for Regulatory Compliance, being able to delegate to the Ethics Group of Motorline Electrocelos, S.A. the monitoring, review and dissemination of this Anti-Corruption Code of Conduct.

Thus, the CEO and the Ethics Group lead the monitoring efforts and ensure that anti-corruption policies are applied effectively, ensuring, to this end, that a report is drawn up for each infraction, which includes the identification of the rules violated, of the sanction applied and the measures adopted or to be adopted, within the scope of the internal control system provided for in article 15º of the RGPC.

This Anti-Corruption Code of Conduct must be reviewed every 3 years or whenever there is a change in the entity’s duties or organic or corporate structure that justifies the review of the elements referred to in article 7º n 1º of the RGPC.

Motorline Electrocelos, S.A. ensures the publicity of this Anti-Corruption Code of Conduct, ensuring that all employees are aware of it and are aware of their responsibilities.

This Anti-Corruption Code of Conduct is available for consultation on the Motorline Electrocelos, S.A. website, coming into force immediately.

December 19, 2024

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