Suppliers policy

EPIGRAPH

"We believe we can take our suppliers and business partners to a new level; therefore, we analyse each supplier in depth so as to contribute substantially to their development throughout a lasting partnership. So that we can place our full trust in each of them." NewSun Team.

(I) - PURPOSE

1.1. This Policy establishes general guidelines and procedures to be observed by Employees at all hierarchical levels responsible for engaging suppliers of products and providers of services ("Suppliers"), particularly with the aim of:

(i) identifying whether the Supplier has the capacity to meet NEWSUN's and/or its Clients' needs;

(ii) identifying whether the Supplier's reputation may harm NEWSUN's image before its Clients and the market in which it operates;

(iii) identifying whether the Supplier adopts policies and conduct compatible with those adopted by NEWSUN, including, but not limited to, conduct relating to combating corruption and money laundering.

1.2. Engaging Suppliers without observing this Policy may result in harm to NEWSUN, given that:

(i) unlawful acts carried out in NEWSUN's name or presumptively in NEWSUN's name1 may result in NEWSUN's direct liability;

(ii) the Supplier's involvement in unlawful practices or practices condemned in the eyes of NEWSUN's Clients and/or the market in which NEWSUN operates may damage NEWSUN's image towards such persons, regardless of any formal accusation or conviction of the Supplier.

(II) - GUIDELINES

2.1. To reduce the risk of NEWSUN becoming involved in cases of corruption or fraud in tenders and contracts due to a Supplier's activities, it is essential to adopt an appropriate process for engaging and supervising Suppliers, especially where products or services involve, at any stage, dealings with Public Entities.

2.2. NEWSUN must not negotiate with any Supplier that conducts its business unethically or in a manner considered unacceptable by NEWSUN's standards. Examples of unethical business conduct include poor working conditions, use of child labour, environmental harm or other breaches of applicable Legislation.

2.3. For these reasons, except in exceptional cases previously authorised by the Compliance Director, NEWSUN adopts a process of verification and monitoring of each Supplier, according to the nature of the product supplied or service provided, and requires the Supplier to adopt conduct analogous to NEWSUN's own standards of conduct.

2.4. If NEWSUN becomes aware of any type of unethical business conduct on the part of a Supplier, monitoring will be intensified and, if unacceptable conduct by NEWSUN's standards is confirmed, the relevant relationship will be discontinued.

2.5. Without prejudice to observance of this Policy, engaging Suppliers shall prioritise economy for NEWSUN, without compromising quality and efficiency in contracts and acquisitions.

2.6. General principles to be observed when engaging Suppliers:

(i) only Suppliers with an unblemished reputation and integrity who are technically qualified shall be engaged;

(ii) Suppliers shall be treated impartially and professionally, rejecting any attempt or even appearance of favouritism;

(iii) all negotiations shall be guided by objective criteria taking into account quality, price, deadline and socio-environmental aspects. In the same vein, objective criteria must be observed for evaluating proposals requiring technical specification;

(iv) when engaging Suppliers and throughout the relationship with Suppliers, Employees must observe the NEWSUN Code of Ethics and Conduct, as well as the other Internal Policies in force.

(III) – ENGAGEMENT – GENERAL PROCEDURES

3.1. For the purposes of this Policy, a Qualified Provider is understood to mean manufacturers of equipment and any service provider auxiliary to the activity of construction, assembly and operation of electricity generation plants and solar energy generation infrastructure.

3.2. NEWSUN's engagement of Suppliers and Qualified Providers, in addition to observing the guidelines of this Policy, must also observe the general procedures mentioned below.

3.2.1. The engagement request must be submitted in writing with the following information:

(i) name of the Supplier/Qualified Provider;

(ii) nature of the goods and/or services;

(iii) domicile or registered office location of the proposed Supplier/Qualified Provider;

(iv) justification for acquiring the product / engaging the service;

(v) justification for choosing that Supplier/Qualified Provider;

(vi) consolidated socio-environmental policy of the supplier;

(vii) confidentiality agreement concerning the operation, including a declaration of unblemished standing before the law;

(viii) any knowledge of the Supplier/Qualified Provider's connection to a Public Entity; and

(ix) where a Qualified Provider is concerned, proof of authorisation to carry out the activity for which they are being engaged.

3.2.2. Administration shall be responsible for analysing the request and classifying the Supplier into one of the following categories:

(i) Low-Risk Supplier: ordinary supplier whose activity and operations do not raise specific concerns, notably Suppliers of products or services of low complexity, low cost and high market availability, such as: products and services necessary for maintaining NEWSUN's facilities electrician, carpenter, stores products, food products, etc.;

(ii) Agent or Representative: any intermediary, consultant, sponsor or other third party engaged by NEWSUN to a act on NEWSUN's behalf; and/or b represent NEWSUN in any dealings with Public Entities or private legal entities;

(iii) High-Risk Supplier: natural or legal person requiring more detailed analysis before engagement. Indicators of the need for such special analysis include:

a. reputation and previous experience: when the Supplier has a reputation suggestive of possible illegal practices or when their previous experience with NEWSUN suggests the possibility of engaging in unlawful or questionable business practices, requiring Due Diligence to be carried out;

b. geographical risk: a Supplier's risk level may be heightened or mitigated depending on the jurisdictions/country where they are domiciled/registered or where they operate. When a Supplier operates in jurisdictions with high levels of corruption, additional Due Diligence may be necessary;

c.
control by or association with a Public Entity
: negotiating with Suppliers controlled or managed by Public Entities may, in some circumstances, give rise to suspicion of unlawful benefits. In this regard, it must be verified whether the Supplier is controlled or managed by a Public Entity, whether any Public Entity holds part of the Supplier's share capital with or without voting rights, whether the Supplier has any other connection with Public Entities or whether there are reasons to assume the likelihood of such participation or connection;

d. activity risk: Suppliers falling within the following circumstances should, in principle, be considered High-Risk Suppliers:

i. provision of services involving contact with NEWSUN's competitors, even indirectly, such as, for example, any advisory services relating to tenders;

ii. requests for payment by unusual means in cash, in foreign currency, into multiple accounts, accounts in a jurisdiction different from the Supplier's registered office/domicile or from where the product is supplied or the service is provided;

iii. contracts with ill-defined subject matter;

iv. adoption of success fee clauses, under which the Supplier will only be remunerated – or will receive an additional amount – if successful in delivering the contracted service2 ;

In case of doubt regarding the Supplier's classification into a specific category, the Director of Compliance and Risk must be consulted.

3.2.3. Engagement of a supplier classified as a High-Risk Supplier must be approved by the Controls, Compliance and Risk Committee.

3.2.4. Where the Supplier is a legal entity, it must be verified whether they adopt a code of ethics and/or integrity programme that mitigates the risk of irregularities occurring and that is aligned with NEWSUN's ethical principles.

3.2.5. All documentation used to support the engagement, regardless of the classification of the Supplier/Qualified Provider, must be filed together with the formalised contract.

3.3. Every contract with a Supplier or Qualified Provider in force must be subject to annual monitoring with the aim of verifying whether the engagement criteria, as well as the authorisations necessary for carrying out the activity for which they were engaged, remain valid/in force.