Ethics. Corporate Principles. Code of Conduct. 1 General Principles

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1 Corporate Principles Ethics Code of Conduct 1 General Principles This section reflects the principles and guidelines to be followed by administrators, directors, managers, collaborators and employees of Transfesa Group companies (hereinafter, "employees") in the performance of their functions and responsibilities, in all the professional spheres in which such may represent any company of the Transfesa Group ("Transfesa Group" in this document refers to both the group of companies taken together and each of those taken individually), the application of which will contribute towards the ethical and responsible management in the rendering services or in the relations that are established. Customer orientation, profitability, progress, cooperation and responsibility are the central elements of this Code of Conduct. This is based on the business model of the Transfesa Group and forms part of the basic principles thereof. In dealing with our customers, business partners, employees and shareholders, we are wholly committed to acting with justice, integrity and transparency. The commitment to conduct our business activities in all ethical and legal rectitude is unequivocally linked to the modes and manners in which we behave in our place of work. We encourage our business partners to introduce comparable ethical principles of their own, based on the values internationally agreed on, and we hope that, in their respective activities, they are guided by the laws, guidelines and standards in force, avoid conflicts of interest, observe our values of behaviour and respect the modes, traditions and social values of the countries and social circles in which we work. 07/06/2011 v1

2 Compliance with Law 2 Responsibility as regards the Company and its Employees We are convinced that social responsibility is essential for the long-term success of our companies; thus, it is an indispensable component for management revolving around the values of the Group. All our activities must therefore be guided by our commitment to sustainability. Growth and work stability are important factors for the success of the Transfesa Group. For the Transfesa Group, commitment to legal compliance is an indispensable premise for maintaining the best company reputation and image in all the spheres of its work. Human Rights Child Labour and Forced Labour Equal Opportunities Cooperation The Transfesa Group respects human rights. The Transfesa Group totally prohibits child labour as well as any form of forced labour. The Transfesa Group reflects the diversity of languages, cultures and modes of life in society. We respect and promote this diversity, as it ensures close touch with society, customers and new ideas. We do not tolerate any kind of discriminatory treatment towards persons, most especially where such is motivated by their extraction, religion, sexual orientation, nationality, origin or political or trade affiliation, or by question of age, gender or disability. The Transfesa Group acknowledges the freedom to associate and form interest groups. We shall advocate the protection of these rights in all our business units throughout the world and we expect the same of our partners. Our cooperation is characterised by mutual respect. We act with comradeship and promote a positive working climate. Safety and Health at Work We avoid personal injuries through occupational hazard prevention measures and promote the health of our employees based on decent working conditions and other additional measures. Our employees' safety and their right to physical integrity are fundamental premises in our business activity. This notwithstanding, health and safety at work is also, in part, the responsibility of each person. It is important to avoid all risk through prudent and proactive behaviour when concerning safety. Any deficiency in safety must be reported immediately to the responsible superior. Respect for Natural Resources and the Environment Safety We offer our customers safe transport and logistics services that are profitable, socially sustainable and respectful of the environment. Transfesa accounts for environmental management in keeping with its ISO certificate (Currently, Transportes Ferroviarios Especiales, S.A. [Transfesa] holds said certificate, while the other companies of the Transfesa Group are undergoing the necessary means to obtain it). Business units that are found to have significant environmental impact receive the appropriate treatment in keeping with the Company's environmental management framework. We encourage our business partners to support us in our task in protecting the environment. Safety forms part of our business action to customers, this provides for all our transport services to be rendered safely. 2 07/06/2011 v1

3 3 Liabilities of our Employees, Legal Representatives and Administrators Behaviour Our employees play a fundamental role in the success of the Transfesa Group. The Transfesa Group acknowledges its responsibility in relation to all its employees, whom it supports and encourages in their development. All Employees are obliged to comply with the rules in force in the Transfesa Group, reflected in this Code of Conduct. The employees influence the public image of the Transfesa Group. Therefore, we always take care to attend to our clients and business partners amiably and courteously, providing a clear focus on the services we offer. Confidentiality and Data Protection All information on business activities as well as all data of a personal nature about the Transfesa Group, its customers or its suppliers, that is not of public domain and general knowledge, must be treated with the upmost confidentially, unless otherwise required by legal authorities. Information obtained as a result of the internal processes of the Transfesa Group must not be used for private purposes, as it also applies to company systems. In principle, communication with the media and public appearances in general fall upon the spokespersons of each Transfesa Group company. Avoidance of Conflicts of Interest We avoid any situation in which personal or proprietary financial interests come into conflict with the interests of the Transfesa Group or its business partners. In the event of conflict, the interests of the Transfesa Group should not suffer any damage. This does not affect the conciliation of family and working life. We must ensure that multiple employment and investments in competing companies or business partners of the Transfesa Group do not represent a risk of conflict of interests. Any real or suspect conflict of interests must be reported to a superior. The Transfesa Group encourages its employees to assume public functions and form part of civic groups or initiatives, provided that this commitment does not come into conflict with the legitimate interests of the Transfesa Group. Invitations and Gifts For example, employees may accept and issue invitations to company luncheons as well as accept and give gifts, provided that these are appropriate in accordance with uses and customs, that they are done voluntarily, and that they do not imply compensation or preferential treatment. 3 07/06/2011 v1

4 Corruption between Private Persons Violations of Intellectual and Industrial Property Disclosure and Revelation of Company Secrets Employees of the Transfesa Group must not promise, grant, offer, request, receive or accept unjustified benefits or advantages in obtaining preferential treatment in business contracting. The employees of the Transfesa Group shall respect intellectual and industrial property rights, make legal use of protected software and other works, and not employ any utility patent, brand or model for industrial purposes without the consent of its holder. The employees of the Transfesa Group shall use the information technology resources that the Transfesa Group places at their disposal to do their jobs, respecting the regulations in force and avoiding such use for inappropriate purposes or conduct. The employees of the Transfesa Group safeguard the company secrets, preventing their disclosure, revelation or cession to third parties. 4 07/06/2011 v1

5 4 Liabilities with respect to Competitors, Public Officials and Business Partners The Transfesa Group responds to the needs of its clients, suppliers and business partners and deals with them honestly, responsibly and fairly. Corruption Behaviour towards Public Officials Consultants / Agents / Intermediaries The Transfesa Group totally opposes corruption and other illicit business practices. Any privilege that may restrict the fair, objective decision-making capacity in business as well as the simple fact that it may seem to do so, shall neither be offered nor accepted by us or by the third parties we may hire. In principle, gifts or donations of any kind, material and immaterial, to employees, public officials, members of public institutions or their family members are prohibited. Donations of any kind to political parties and their representatives as well as political authorities or candidates to public office are similarly prohibited. Compensation to consultants, advisors, agents and intermediaries must be in proper keeping with the services rendered and must not serve to endow partners with unauthorised advantages. Regulations in Defence of Competition We comply with the regulations in defence of competition and do not come to agreements that may affect prices and/or trading conditions or restrict competition in any other way. See «Standards on Business Conduct with Competitors». Donations / Sponsorship The Transfesa Group offers its support to training and scientific initiatives, as well as other initiatives in the fields of sports, art and culture. The granting of donations must be transparent and reflected on record in any event. Donations shall be purely voluntary, without expectation of compensations in return. Any measures taken towards sponsorship shall not serve hidden interests. 5 07/06/2011 v1

6 5 Liabilities with respect to Shareholders The activities of the Transfesa Group are delimited by its liability and transparency in relation to its workers and shareholders. The protection of business assets as well as the achievement of sustained growth in terms of Company value are the objectives of our labour. Protection of Company Property Fraud and Misappropriation Reports Privileged Information Data Protection Company assets should only be used for business purposes and must be treated carefully. These assets may not be sold, leased or encumbered in favour of third parties, or used for ends other than corporate purposes, regardless of their value or the state in which they are found, without express authorisation from the Company. The reports and documents of the Transfesa Group must be drawn up correctly and truthfully, in a manner compliant with the regulations in force; moreover, all relevant information must be documented sufficiently. Employees may not use non-public information they have learned in the context of their job at the Transfesa Group to their own economic advantage or that of third parties. We solely obtain, process and use personal data in keeping with the provisions of applicable law and corporate guidelines. Documents containing personal data are processed confidentially, kept carefully and only disclosed to authorised employees. Money Laundering and Handling Offences against the Public Treasury and Social Security The Transfesa Group adopts all the measures necessary to prevent money laundering in its sphere of activity. The Transfesa Group complies rigorously with its tax and social security obligations. 6 07/06/2011 v1

7 6 Compliance with the Code of Conduct The Transfesa Group will implement the principles envisioned in the Code of Conduct in all its sectors of activity. Similarly, it will implement appropriate measures and means of control to prevent and detect violations thereof. Obligatory Compliance Complainant Protection Consequences Where to obtain more information All administrators, directors, managers, collaborators and employees of the Transfesa Group are bound to comply with this Code of Conduct. The management staff assumes special responsibility in the dissemination and implementation of these guidelines. All employees of the Transfesa Group are obliged to report serious violations of the law and/or internal guidelines in the framework of the Internal Complaints System existing in the Transfesa Group. Complaints may be made by to or directly to the Compliance Manager of the Transfesa Group. No act against employees reporting this type of offences shall be tolerated. Any violation of the law or the internal guidelines shall be persecuted and made subject to labour and disciplinary consequences. Such violations may also have criminal and/or civil consequences. All regulations are available to employees at the corporate website of the Transfesa Group. In case of doubt or questions, please contact the Compliance Manager of the Transfesa Group either personally or by at: 7 07/06/2011 v1

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