Banco BPI S.A. (hereinafter "Banco BPI", the "Entity", "Institution" or "Bank") is a credit institution of CaixaBank Group that develops banking business activities, including any ancillary, related or similar transactions compatible with said business and to the extent permitted by law, and adopts CaixaBank's corporate policies, with the due adaptations.

CaixaBank has a Code of Business Conduct and Ethics that applies to all the Group entities, including its subsidiaries, where the key principles on ethical conduct are defined.

In this framework, the Board of Directors of Banco BPI, through this Code (hereinafter the "Code"), which is aligned with CaixaBank's Code of Business Conduct and Ethics, aims to highlight the values and ethical principles that govern its conduct and that should regulate the activity of all its Employees and members of its corporate bodies.

 

1. Purpose, Scope, and Application

1. This Code applies directly to all the Employees and members of the corporate bodies ("Affected Persons") of Banco BPI, S.A. and of companies directly or indirectly controlled by Banco BPI, S.A.. All the Affected Persons are required to know and comply with the Code.
2. Where Banco BPI, S.A. does not have full control, directly or indirectly, over a subsidiary, the application of this Code, under the terms referred to above, shall be subject to its approval by the management body of the subsidiary concerned.
3. All Affected Persons must respect the values, principles and rules of the Code in their professional activity, whether in their internal interactions within the Institution or in their external relations with Clients, suppliers and society in general.
4. Banco BPI shall endeavour for its suppliers and service providers to be governed by standards of conduct and values that are equivalent to those set out in this Code.
5. Any infractions to this Code may be subject to sanctions or disciplinary action, in accordance with the provisions of the Collective Wage Agreement and remaining applicable legislation.
6. The Affected Persons shall cooperate with any internal or external investigation or audit performed by Banco BPI.

 

2. Values and Principles of Conduct

Compliance with the law, respect, integrity, transparency, excellence, professionalism, confidentiality and social responsibility are the core principles of conduct at Banco BPI.

1. The activity of Banco BPI, and therefore of the Affected Persons, shall be governed by its corporate values - core pillars of its activity:
   (i) Quality: the desire to serve and offer excellent treatment, with the most suitable products and services for each customer.
   (ii) Trust: the product of honesty and professionalism. It must be nurtured with understanding, through dialogue and by being open and accessible.
   (iii) Social commitment: not only creating value for Customers and Employees, but also contributing to the development of a fairer society with more equal opportunities.
2. Banco BPI's mission is to fully meet the banking needs of the greatest possible number of Customers, through an appropriate and complete range of products and services and excellent service quality, while maintaining the commitment to contribute value to Customers, Employees and society at large.
3. Banco BPI is committed to carrying out its activities in accordance with the most scrupulous legal and ethical requirements and the highest standards of professional conduct, as much in the interest of its Clients as in those of the community and all those who, in the most various forms, interact with the Institution.
4. Such action principles are as follows:
   a) Compliance with the laws and regulations in force at all times;
   b) Respect;
   c) Integrity and Transparency;
   d) Excellence and Professionalism;
   e) Confidentiality; and
   f) Social responsibility.

Appendix 1 contains a questionnaire to help Affected Persons take decisions in line with the provisions of this Code.

 

3. Compliance with Laws, Rules and Regulations

Compliance with the prevailing laws, rules and regulations must steer the activity of everyone at Banco BPI.

I. Respect for the law as a basic rule

1. Banco BPI and all Persons Affected by this Code shall comply with the legislation and regulations prevailing at all times (including laws, standards, provisions issued by regulatory bodies, etc.) as well as with all Banco BPI's standards and internal rules.
2. Banco BPI and all the Affected Persons shall strictly comply with the regulations that develop the Crime Prevention Model at the Institution, as well as prevent, detect, avoid and, where applicable, report possible illegal acts or infringements.
3. In the performance of their duties, the Affected Persons shall always act legally, ethically and professionally, in compliance with all laws, regulations and other legislation that is legally applicable, so as not to compromise Banco BPI's principles of conduct and reputation.

II. Money Laundering and Terrorist Financing

1. Combating money laundering and the financing of terrorism is a priority for the Institution and for the Affected Persons. To this effect and in accordance with the prevailing legislation, Banco BPI will have its own obligatory internal rules and regulations.
2. In case of any doubt that may arise in their daily activities in this respect, Affected Persons shall contact their superiors immediately or the persons in charge of anti-money laundering and terrorist financing at the Institution.

III. Disclosure of judicial or administrative proceedings

1. Affected Persons are obliged to actively and diligently collaborate with the Institution as per the instructions they receive from the Legal Division, in defence of the interests of Banco BPI before any legal, arbitration and/or administrative body.
2. In particular, it will be mandatory to appear before any legal, administrative and/or arbitration bodies when served a direct subpoena from said bodies. In turn, the Affected Person shall cooperate with the Institution when requested to prepare or provide statements, or make an appearance in any proceedings.
3. Any Affected Person who receives a notification or instruction to appear before a judicial, administrative and/or arbitration body shall inform his or her superior accordingly via the channels set out in Banco BPI's internal regulations.

 

4. Respect

We respect people, their dignity and fundamental values. we respect the cultures of the places where Banco BPI operates. We respect the environment.

I. Respect for people

1. All Affected Persons shall respect the dignity of Customers, potential Customers, competitors, other Employees and anyone who interacts with the Institution.
2. Banco BPI prohibits any discrimination, harassment, abuse or improper treatment of any kind. Banco BPI will interact with the Affected Persons and, in general, with any person interacting with the Institution, in a fair way, regardless of their gender, gender identity, race, colour, nationality, creed, religion, political opinion, affiliation, age, sexual orientation, status, incapacity, disability or any other situation protected by the law.
3. Banco BPI will provide a working environment free of harassment, intimidation and offensive or inappropriate conduct, of any nature, including sexual propositions and suggestions, graphic material or other actions that may offend a person's dignity.
4. Banco BPI will promote work-life-family balance among the people who work at the Institution, as well as equal opportunities among male and female Employees based on meritocracy and in accordance with prevailing legislation and agreements signed with workers' representatives and other institutions that support diversity, equal opportunities and work-life balance.

II. Respect for cultures

1. Banco BPI will respect the local cultures of the communities and places in which it does business, and take an active and committed approach to contributing to the socioeconomic progress and development of these areas and communities.

III. Respect for institutions

1. Banco BPI's interactions with public administrations and private entities shall be subject to current legislation and must be based on maximum respect for and adequate collaboration with public institutions.

IV. Respect for political pluralism

1. Banco BPI respects the political pluralism of the societies where it does business, and as a result all its activity will be governed by the principle of political neutrality.
2. Any connection, membership or collaboration of the Affected Persons with political parties or with any other type of entities, institutions or associations with public purposes shall be carried out in a clearly marked personal nature, avoiding any involvement of the Bank.

 

5. Integrity and Transparency

By conducting ourselves with integrity and transparency, we generate trust - a core value for Banco BPI.

I. Integrity

General principles:

1. The trust of Customers and, in general, of all individuals within Banco BPI's areas of operations underpins the Institution's business activity. This trust can only exist if Banco BPI's integrity is beyond all reproach.
2. Banco BPI believes in free, honest and fair competition.

Conflicts of interest:

1. All Affected Persons are required to work in the interest of Banco BPI and are prohibited from personally profiting from opportunities arising within their professional activity or from the use of Banco BPI's assets and information, and from benefiting third parties through the use of said assets and information. In their professional activity, Employees must never put their personal interests before those of Banco BPI or its Customers.
2. The Institution has in place mandatory internal regulations regarding the prevention of conflicts of interest in different areas. These rules must be obeyed both to avoid such conflicts and to ensure the general principles herein.
3. Real or potential situations of conflict of interest should be avoided, including those derived from kinship or similar relationships. In such situations, the person affected by the conflict of interest shall refrain from becoming involved or participating in the related negotiation or transaction. Affected Persons shall therefore refrain from participating in any transaction in which they or any Affected Person or Entity also has a personal interest.
4. It is prohibited to use inside information obtained in conducting one's professional activity for one's own interests or the interests of others.
5. Banco BPI has an Anti-corruption Policy, approved by its Board of Directors and mandatory for the Affected Persons, which sets out a series of conduct standards, including those related to the giving and receiving of gifts.

Securities transactions:

1. Affected Persons who have in their possession or became aware of any information that may be considered as privileged may not carry out transactions involving the securities or financial instruments to which such information relates, and may not advise others to do so or share this information with third parties, unless such communication is strictly within the exercise of their professional duties.
2. In any event, all Affected Parties shall strictly comply with the internal rules of conduct on matters relating to the securities market.

Protection of Banco BPI's assets:

1. All Affected Parties shall endeavour to protect the Institution's assets, which may only be used for Banco BPI's own legitimate purposes within the scope of its business operations.
2. The regulations concerning the use of resources, Banco BPI's computer security regulations and authors' copyright for the programmes used at the Institution must be observed, in compliance with the applicable internal regulations. Only software programmes authorised by Banco BPI may be used on the Institution's terminals.
3. All assets generated for Banco BPI in the course of professional duties of service provision, whether or not Banco BPI resources were used to create them, belong to the Institution, even after the professional relationship with the Institution has ended.

Managing own affairs:

1. Banco BPI's reputation depends, among other things, on the image it conveys to the public through the activities it carries out across all areas of the Company's business and the conduct of the Affected Persons. Therefore, Employees are prohibited from involving or using Banco BPI's name or image or trade name on behalf of private endeavours, especially where this may draw public attention in the media or on social networks. Banco BPI will reject any practice that contravenes its values and principles of conduct in any situation where the behaviour of the Affected Persons may be linked to that of the Bank.
2. Banco BPI respects the private life of the Affected Persons and does not interfere in their activities or conduct outside of the Company, provided that these activities or conduct do not tarnish Banco BPI's good name or its legitimate interests. Personal use of any information that has been obtained from the professional relationship with Banco BPI is strictly prohibited.

II. Transparency

Transparency to society:

1. Banco BPI's commitment to transparency to society is one of the core values guiding its conduct.

Transparency to Clients and Investors:

1. Banco BPI undertakes to provide its Customers with accurate, reliable and understandable information on its transactions, product and service conditions and commissions, and the procedures for handling claims and resolving incidents.
2. The integrity and transparency in the sale of products and provision of services, so that these meet customer requirements, are fundamental for the Institution. To make sure that Customers understand the features of the marketed products and services, the Bank shall use truthful, timely, clear, objective, lawful and comprehensive language when drafting contracts for Customers.
3. Banco BPI shall make sure that advertising is also subject to the current regulatory framework and the values and principles set out in this Code. One of the main aims is for Banco BPI's advertising messages to be clear, sufficient, objective and not misleading, highlighting not only the advantages but also the costs, risks and restrictive conditions of the advertised products and services.
4. Products and services shall be designed to meet the real requirements of the target Customers.
5. Employees shall undergo specific training on the Bank's products and services, so as to be able to provide suitable marketing.
6. Banco BPI has in place channels through which Customer Complaints are dealt with and resolved. These channels' procedures comply with the rules and regulations on the protection of Customers of financial services and with the values and principles set out in this Code. One of this service's objectives is to avoid legal disputes with Customers, for which it applies a strict policy for dealing with reports on complaints about financial services received from the supervision authorities.
7. Banco BPI shall provide investors with all relevant financial and corporate information in accordance with the legislation in force.

Transparency in the relationship with suppliers:

1. Banco BPI shall contract suppliers based on free competition and disregarding any relationship or interference outside its interests. Without prejudice to economic and technical conditions, collaborative relationships with suppliers shall create value for both parties. Goods will have to be purchased and services engaged objectively and transparently, avoiding situations that could affect the objectiveness of the people involved. Therefore, there should be no family, economic or friendship ties with suppliers.
2. Banco BPI shall only engage suppliers which operate in accordance with best practices in ethical, social and environmental issues, as well as with good corporate governance practices. In turn, suppliers shall respect fundamental human and labour rights when undertaking their business, and work to spread them across their value chain.

Transparency in its relationship with the media:

1. The Communication, Brand and Social Responsibility Division is responsible for media relations and for managing the corporate profiles of Banco BPI on social networks.
2. If business or any professional activity linked to the Bank and/or Affected Persons has repercussions in the media, this shall be reported to the immediate superior and to the Communication, Brand and Social Responsibility Division.
3. Where the Affected Persons act as Banco BPI representatives in public events, interviews, conferences, courses or any other venue where it may be understood that their opinions, statements or the information provided are attributable to the Bank, they shall consult beforehand with their superior and the Communication, Brand and Social Responsibility Division.

 

6. Excellence and Professionalism

We work rigorously and effectively. excellence is one of banco bpi's core values. therefore, customer satisfaction steers our professional conduct.

I. Customer Service

1. Banco BPI's customers are at the very heart of its business. As part of this commitment, Banco BPI will create value for its customers and for the communities in which it operates.
2. Banco BPI undertakes to act honestly and to uphold its professional responsibility in all its customer dealings.
3. Banco BPI carries out in-depth studies of its products and services before offering them to Customers. These products and services shall be sold in strict compliance with the rules and conditions provided in the section above.

II. Commitment to investors

1. The relationship that Banco BPI maintains with its investors must be governed and is governed by transparency, proximity and active listening criteria. The Bank will uphold the highest standards and best practices in corporate governance.

III. Professionalism and teamwork

1. Banco BPI's greatest asset is its people and the values and principles which motivate them. Banco BPI will respect and promote diversity, valuing the skills and contributions of each person.
2. As a team, Banco BPI is guided by a sense of commitment, dedication, and a drive for excellence.

 

7. Confidentiality

We uphold the confidentiality of the information that our clients entrust to us.

1. Confidentiality of information regarding our Customers, Employees, members of the corporate bodies, suppliers and investors is the cornerstone of the trust underlying our entire business.
2. Current regulations and internal rules on personal data processing, confidentiality and privacy shall be respected.
3. Banco BPI must also protect the personal information of its Customers, Employees, members of its corporate bodies and any natural or legal person with which it interacts. All information received is presumed to be confidential. Banco BPI also requires third-party suppliers or companies with which it has dealings to safeguard the confidentiality of the information they may obtain in their contractual relations with the Bank.
4. The information received from Customers, suppliers and Employees may only be used for the purpose for which it was disclosed, in accordance with applicable regulations. Access to information that is not strictly required for the purpose of carrying out a particular job is prohibited. Before sharing information with others, all Employees shall ensure that they are authorised to do so and that this disclosure is made at the request of Employees or members of the corporate bodies who have a legitimate reason for seeing the data or becoming involved in the matter. Even where authorisation is given, the information disclosed must be limited to the absolute minimum required under the circumstances. When in doubt, employees shall consult their supervisor or, depending on the identity thereof, the Bank's Division of Information Security.
5. Where a request for information and/or documentation is received from national or international legal, administrative and/or arbitration bodies, this shall be immediately reported through the channels set up for this purpose by the Bank.

 

8. Social Responsibility

We have a commitment to society and the environment when conducting our business.

I. Social and environmental responsibility

1. It is essential for Banco BPI to integrate respect for human rights, equal opportunities and environmental sustainability into its objectives, in addition to financial benefit. In this way, value-creation sharing amongst all stakeholders is maximised and long-standing relations are established based on trust and transparency.
2. Banco BPI will manage its business, products and services within the framework of its commitment to respect for the environment and people. In a consistent manner, it shall support those initiatives and projects that are most respectful of the environment and which contribute to preventing, mitigating and responding to climate change. Banco BPI shall contribute to the transition towards a low-carbon and environmentally sustainable economy.
3. The Bank has a mandatory Corporate Social Responsibility Policy for all the Affected Persons.

II. Adhesion to national and international covenants

1. Banco BPI takes part in several national and international alliances and initiatives whose aim is joint progress in areas of corporate responsibility and the exchange of good practices in this area. The Bank's alliances and initiatives can be found on the corporate website.

 

9. Enquiries and Whistleblowing Channel

1. In order to facilitate compliance with this Code, Banco BPI has a confidential channel for whistleblowing and reporting possible infractions and weaknesses.
2. In addition, the Bank has a channel for submitting doubts about the Code's interpretation or practical application, which are replied to by the Compliance Division.
3. Both channels are accessible to all Employees. Similarly, Banco BPI will promote that people interacting with the Institution, members of the corporate bodies and suppliers may also have access to a channel.
4. Information on the channel is accessible to Employees on the Intranet, and to any other person through the internet.
5. Reports shall be dealt with through a rigorous, transparent and objective procedure, safeguarding the confidentiality of the reporter at all times.