INDEX

• TITLE I. OBLIGATION TO FULFILL THE GENERAL CODE.

1. Required to know and comply with General Code……………………………………… 1

• TITLE II. GENERAL CONDUCT GUIDELINE

2. Regulatory Compliance (general and internal) and ethical behavior.
………………………………………………………………………………………………………….. 1

3. Exclusiveness………………………………………………………………………………………….. 1

4. Responsibility……………………………………………………………………………………. 1

5. Commitment to the Group……………………………………………………………………….. 2

CONCRETE………………………………………………………………………………………………. 3

6. Capital Investment and speculative…………………………………………….. 3

7. Securities and Insider Trading Group……………………………………………… 3

8. General rules…………………………………………………………………………………… 3

9. Group Relationship…………………………………………………………………………….. 3

10. Suppliers Relations………………………………………………………………….. 4

11. Customer Relations…………………………………………………………………………. 4

12. Gifts, commissions or financial accessability…………………………………………… 4

CONFIDENTIALITY……………………………………………………………………………………. 5

13. General Duty of Secrecy……………………………………………………………………… 5

14. Courses ……………………………………………………………………………………………… 6

15. Dissemination of information. ………………………………………………………………………. 6

16. Relationship with authorities. ……………………………………………………………………. 6

17. Political activities or associations. ………………………………………………………… 6

18. Offering and purchase products and services. ………………………………. 7

19. Information about ongoing operations or liquidation ……………………….. 7

GENERAL CODE. …………………………………………………………………………………….. 7

20. Competencies …………………………………………………………………………………….. 7

21. Breach…………………………………………………………………………………… 81

1. Required to know and comply with the General Code. This General Code applies to members of management of Group companies, to all persons who are subject to the Code of Conduct in the global equity markets, and to all persons identified by the Human Resources Division, whom the General Code has been expressly communicated to. These people are referred to as “Subject of Code”.

Subject of Code are required to know and comply with the General Code and collaborate to facilitate its implementation in the Group, as well as communicating any known infringement to the Compliance Department.

         •  TITLE II. GENERAL CONDUCT GUIDELINE.

2. Regulatory Compliance (general and internal) and ethical behavior.

2.1.The Subject of Code will comply with both the general provisions (laws, regulations, circulars of the supervisory bodies) and the Group internal regulations (including, where appropriate, the Manual on Prevention of Money Laundering (Money Laundering) and Code of Conduct in the Values Markets) applicable to their activities in their local jurisdiction. To the extent that these rules establish; stricter requirements than those contained in this General Code will be applied preceding those previously described.

2.2.Any Subject of Code that has been imputed, indicted, or charged in a criminal court or administrative proceedings shall inform, as soon as possible, to the Compliance Department.

2.3.Furthermore, they will carry on a professional demeanor, fair, honest, and consistent with the principles of corporate social responsibility of the Group. Shall not engage in illegal or immoral activities to perform or attract business to the Group. Frequenting casinos is discouraged, as it is betting in general. Under no circumstances can they be made to clients or any person who has any kind of professional relationship with the group.

3. Exclusivity. Subject of Code will focus on the best possible execution of their functions in the Group. Shall not provide any professional services, paid or not and whatever relationship they are based on, to the Group customers, except when previously authorized by the Compliance Department.

4. Responsibility. Subject of Code will use their technical and professional capacity, prudence, and care to carry out their activities in the Group. In particular, and without prejudice to these general rules:

(I) Will be responsible for the training needed to achieve the best performance of their duties.

(II) Will abide to determined prices and terms of the transactions involving the applicable legislation, to the type of operation in question and, where appropriate, to the rules and rates set by the Group.

(III) Will comply with internally set procedures, specially in regard to the powers and risk limits.

(IV) Will accurately and honestly conduct the accounting for processed transactions and will maintain, with the same criteria, all activity files and records.

(V) Will meet the requirements concerning work health and safety, in order to prevent and minimize workplace hazards.

(VI) Will comply, as applicable, the rules described in the Manual of Money Laundering Prevention and Code of Conduct in the Values Markets and the instructions issued in implementation thereof.

5. Commitment to the Group. Subject of Code will always act in the best interest of the Group, making proper use of the means at their disposal and avoiding actions that may damage raport. In particular, and without prejudice of the general rules mentioned:

(I) Will protect and nurture the Group’s assets available to them or which they have access to, not making more use of them than necessary for their duties, and abstaining from any disposition or encumbrance without proper authorization.

(II) Ensure that the implementation of expenditure strictly adhere to the requirements.

(III) Give special protection to computer systems, taking extreme security measures thereof.

(IV) Respect intellectual property and the right of use that belongs to the Group regarding courses, projects, software and systems, equipment, manuals and videos, knowledge, processes, technology, “know-how”, and other works developed in the group, as well as the result of their work or that of others. Therefore, they will not used outside of the Group and will return all the material required to support it.

(V) Will not use the image, name, or trademark of the Group for other than the proper development of their profession thereof.

(VI) Will refrain from personal gain in any business opportunities that are of interest to the Group.

(VII) Will not improperly use email, internet, or other similar resources at your disposal.

                 •  CHAPTER I. OWN ACCOUNT TRANSACTIONS.

6.6 Investment and not speculative transactions. Subject of Code may only operate on financial markets (including securities and other financial instruments) with criteria of investment and never or speculation. In particular, and without prejudice to these general rules:

(I) Will operate securities listed on an organized market, which information has been made public and has a high degree of liquidity.

(II) Shall not engage in immediate profit-making operations, of repeated or recurring nature that require; for their risk, volatility or other circumstances, continuous monitoring of the market, thus interfering with their professional activities in the Group.

(III) Shall avoid excessive borrowing to finance their operations and will never overdrawn or operate without sufficient funding.

(IV) Whenever possible, and as long as the condition of operations implementation are competitive, they will seek to act through Group companies.

7. Group’s Securities and Privileged Information.

7.1.All purchase or sale of shares, securities or currencies through Cathedral Investment Bank and, where appropriate, by its Group where the Subject of Code provides their services, must be reported to the Legal Compliance Unit within three days from the day of its execution.

7.2.The Subjects of Code that has access to any privileged Information may not carry out transactions over the securities or financial instruments that it affects, or advice others to perform them, nor transmit the contents of it, except on strict exercise of their professional duties. It is Privileged Information, all that referres directly or indirectly to one or more securities or financial instruments admitted to a trade (or in the process of) in a market or organized contracting system, or on issuers, thereof, that has not been made public and that if it were, could have a significant effect over their price.

8. General Rules. The Subjects of Code shall always act in a way that their particular interests, those of the family or any other third party linked to them, shall not take precedence over the Group or their clients. This conduct guideline shall apply in the relations of the Subjects of Code with the Group, its clients, suppliers of any other third party.

9. Relationship with the Group. The Subjects of Code shall abstain from participating (in any making decisions and acting in representation of the Group’s behalf) in transactions of any kind (including credit granting, guarantees or any other financial facilities) that are linked or related in any way to their particular or family interests. Consequently, and without prejudice to the aforementioned rule:

(I) Shall refrain from building profitable relationships with any member of the Group beyond the strict client relationship.

(II) Shall not deal nor grant special working conditions based on personal or family relationship.

(III) Shall not be able to acquire, either directly or through related persons, assets or property belonging to the Group, except for transactions that are as the result of a public offer process or by direct permission of the Legal Compliance Unit. The same restrictions will apply in case of transfers to the Group Assets (Balance) or property belonging to Subjects of Code or any person linked to them.

10. Relationship with suppliers.

10.1. The Subjects of Code and, specially, those with involvement in decisions making on the procurement of contracting supplies or services or fixing of their financial situation, shall avoid any kind of interference that might affect their impartiality or objectivity in this regard.
Whenever possible, shall avoid exclusive relationships.

10.2. The procurement of contracting supplies and external services shall be made pursuant to the procedures established in each case and, in the absence of these, through transparent and objectives procedures.

11. Relationship with Clients.

11.1. No, Subject of Code, may personally accept, unless by prior expressed approval from the Legal Compliance Unit any trust commitments, customer orders nor any proxy, except those resulting from family relationships.

11.2. Shall avoid exclusive relationships with clients that can lead to excessive personal involvement or restrict access to other employees or channels of the Group.

11.3. Under no circumstances will stimulate the implementation of an operation for a client to benefit another, except when both are fully aware of their different positions and agree, in writing, to perform the operation.
Should inform customers of the economic linkages, or otherwise, that may result in conflict of interest.

12. Gifts, commissions or financial favors.

12.1 It is prohibited to accept any kind of income or commission for transactions made by the Group and otherwise to obtain personal benefits as a result of the position held.

12.2. No Subject of Code may accept gifts, invitations, favors or any other type of compensation related with their professional activity in the group from any client, suppliers, brokers, counterparties or third party. Is not included in this limitation:

(I) Advertisement objects of small value.

(II) Normal Invitations that do not exceed those limits considered as reasonable in social practices.

(III) The occasional hospitality for specific and exceptional causes (as Christmas gifts or wedding), as long as they are not cash and are within reasonable limits.

Any invitation or gift that by their frequency, characteristics, or circumstances can be interpreted, by an objective observer, as fact to affect their impartial judgement, will be refused and brought to the attention of the Compliance Department. Even when such circumstances did not exist, any gift, invitation, or special attention which value exceeds EUR 150, must first be approved by the Area Director of the person to whom it is intended for.

12.3. No Subject of Code may, by themselves or through intermediaries, borrow or receive any other financial favor from customers, suppliers, brokers, counterparties, or third parties, except as result of family relationships.

13. General Confidential Duties.

13.1. In general, the Subjects of Code shall maintain the confidentiality of any undisclosed or non-public information they are aware of as resullt of their professional activity, whether from or relating to customers, the Group, other employees, top executives, or third party thereof.
Accordingly, and without prejudice to the above rule:

(I) Shall use such data or information solely to perform their professional activities in the Group and may not provide such information other than to those professionals who need to know for the same purpose, neither shall be used for personal gain.

(II) All personal data will be treated particularly restricted; only those that are necessary will be collected.  All safety, reliability, and accuracy criteria will apply to it and their files as a result of applicable regulations, ensuring the highest respect for privacy.

(III) The data concerning accounts, financial positions, financial statements, business and, in general, clients’ activity will be treated confidentially and only will not be transferred to third parties outside the Group, unless previously authorized by the customer, according to regulated legal procedures.

(IV) Information about other employees, Directors, and Managers; including where appropriate, on remuneration, medical evaluations, and reviews will be treated with special care.

Confidentiality duties will continue to be effective even after the relationship with the Group has ended.

13.2. What is indicated in the preceding paragraphs is without preconceptions to any requirements by competent authorities under applicable rules. When in doubt, consult the International Legal Compliance Unit.

14. Courses. The participation of the Subjects of Code as instructors in external training or seminars will require prior authorization from your area Director.

15. Dissemination of information.

15.1. The subjects of Code shall abstain from conveying, by selft initiative or by request, any information or news about the Group or third parties to the media. Shall always referr to the Communications Department.

15.2. The subjects of Code will prevent the dissemination of any information, comments, or rumors.

16. Relation with authorities.

16.1. The subjects of Code shall maintain an attitude of respect and collaboration with authority representatives within the framework of their competencies.

16.2. Information requirements or execution orders shall be recorded upon receipt, and promptly be forwarded to the Legal Compliance Unit to facilitate their processing.

16.3. Any offering, favors, compensation or special attention to public officials, authorities or their employees to obtain any personal or professional gain is strictly prohibited.

17. Political or associative activities.

17.1. Any entailment, membership, or collaboration with political parties or other entities, institutions or associations for public purposes or that exceeds the group’s equity or services, or contributions therof, shall be transparent and clearly personal, and will not have, at any time, any involvement with the Group.

17.2. Before accepting any public position, the Subjects of Code shall submit a report to the Legal Compliance Unit in order to determine incompatibilities or restrictions.

18. Offering and Contracting Products and Services. The Subjects of Code shall be particularly careful to provide customers only those products or services suited to their characteristics and needs. They will only be contracted one the client knows and understands its contents, benefits, risks, and costs. Therefore, and subject to such rule:

(I) Shall impartially and strictly inform customers about the different products and services, explaining all relevant information and warning them about risks, expenses, and applicable charges; especially when dealing with high-risk financial products. Any forecast or prediction should be reasonably justified and accompanied by necessary explanations to avoid any misunderstanding.

(II) Shall implement the current commission rates.

(III) Shall avoid contracting goods or services with the sole purpose of generating commissions or income, while ignoring the client’s interest.

(IV) Shall not offer advantages or benefits to customers at the expense of others.

(V) Shall ensure that contracting of goods and services abide to pre-established internal procedures, obtaining and retaining required documentation, and where appropriate, submitting a copy to the customer.

19. Information on processing Operations in progress or their Liquidation.

19.1. The Subjects of Code shall supply customers, in a clear, correct, accurate, and timely manner, any available information that might notably affect their operations and shall provide any necessary instructions.

19.2. For contracts that are longer than a year, shall provide adequate information, at least quarterly. Shall also inform any changes in fees or commissions.

19.3. In liquidations per operations or services; shall gather all necessary information so the client can verify the results and the operations financial conditions.

20. Competencies.

20.1. Corresponds to the Legal Compliance Unit to organize training for the proper understanding of the General Code. To establish, as proposed by the Human Resources Division, the relationship of Subjects of Code, for them to properly interpret it as well as other functions described thereof.

20.2. It is the responsibility of Unit, Area, and Division Directors, to enforce the General Code in their respective fields. It is the Human Resources Division responsibility to, in general, properly oversee its enforcement.

21. Failure to Comply.

Failure to comply with the General Code can lead to employment sanctions, without any administrative or criminal prejudice, if any.