For the purposes of this policy, the word “Company” refers to any person or entity engaged in business and other economic activities, whether or not organised for profit, including any entity controlled by a state or a territorial subdivision thereof and it includes a parent company and its controlled subsidiaries.

Part I – Anti-Corruption Rules

Article 1 - Prohibited Practices

The following practices are strictly prohibited, at all times and in any form, in relation to:

- a public official at local, national or international level,

- a political party, a party official or candidate to a political office, and

- a director, responsible or employee of a Company,

whether these practices are directly or indirectly engaged, including through Third Parties:

a) Bribery is the donation, promising, offer, authorisation or acceptance of any undue pecuniary advantage or other to, by or for any of the persons listed above or for anyone else in order to obtain or retain a business or other improper advantage, e.g. in connection with public or private procurement contract awards, regulatory authorisations, taxes, customs, legal and legislative procedures. Bribery often includes (i) returning part of a contract payment to government or party officials or to employees of the other contracting party, their close relatives, friends or Business Partners or (ii) using intermediaries such as agents, subcontractors, consultants or other Third Parties, to channel payments to government or party officials, or to employees of the other contracting party, their relatives, friends or Business Partners.

b) Extortion or Solicitation is the demanding of a bribe, whether or not combined with a threat if the demand is refused. Companies will oppose any attempt of extortion or solicitation and are encouraged to report such attempts through available formal or informal reporting mechanisms.

c) Influence Peddling is the offering or solicitation of an undue advantage in order to exert an improper, real or supposed influence with the purpose of obtaining from a public official an undue advantage for the original instigator of the act or for any other person.

d) Laundering of the above-mentioned corrupt practices is the concealing or disguising of the illicit origin, source, location, disposition, movement or ownership of the property, knowing that such property proceeds from a crime.

Article 2 - Third Parties

Third Parties subject to the control or determining the influence of the company, including but not limited to agents, business development consultants, sales representatives, customs agents, general consultants, resellers, subcontractors, franchisees, lawyers, accountants or similar intermediaries, acting on behalf of the company in the context of marketing or sales, negotiation of contracts, obtaining of licenses, visas or other authorisations, or any actions that benefit the company or as subcontractors in the supply chain are instructed neither to engage nor to tolerate any act of corruption. The company shall not use them as a conduit for any corrupt practice. The company shall hire them only to the extent appropriate for the regular organisation of the Company’s business and shall not pay them more than an adequate remuneration for their legitimate services.

Part II – Corporate Policies to Support Compliance with the Anti-Corruption Rules

Article 3 - Business Partners

Business Partners include (i) Third Parties and (ii) joint venture and consortia partners as well as contractors and suppliers.

FHC | Farmacêutica expects that all activities carried out by our business partners on our behalf are compliant with our policies and we will, in each case, propose a written agreement informing about our anti-corruption policies and a commitment saying the partner will not engage in any corrupt practice, allowing FHC | Farmacêutica to request an audit of the Third Party’s books and accounting records by an independent auditor to verify the compliance with these Rules, providing that the Third Party’s remuneration is not paid in cash and is only paid (i) in the country of domicile of the Third Party, (ii) in the country where its headquarters are located, (iii) in its country of residence or (iv) in the country where the mission is performed.

FHC | Farmacêutica has adopted and maintains internal policies and good practice procedures in order to ensure that its central management has adequate control over the relationships with Third Parties and especially maintains a record of the names, terms of engagement and payments to Third Parties retained by FHC | Farmacêutica in connection with transactions with public bodies and state or private Companies. This record is available for inspection by auditors and by appropriate, duly authorised governmental authorities under conditions of confidentiality.

FHC | Farmacêutica will ensure that any joint venture or consortium in which it takes part will take measures to ensure that a policy consistent with these Rules is accepted by its joint venture or consortium partners as applicable to the joint venture or consortium.

FHC | Farmacêutica will take measures within its power and, as far as legally possible, to ensure that contractors and suppliers comply with these Rules in their dealings on behalf of, or with FHC | Farmacêutica, and will avoid dealing with contractors and suppliers known or reasonably suspected to be paying bribes.

FHC | Farmacêutica will include in its contracts with Business Partners a provision allowing it to suspend or terminate the relationship, if there is a unilateral good faith concern that a Business Partner has violated an applicable anti-corruption law or its Compliance Policy.

FHC | Farmacêutica may conduct and condition future business relationship to appropriate due diligence on the reputation and the capacity of its Business Partners exposed to corruption risks to comply with the anti-corruption law in their businesses with or on behalf of the FHC | Farmacêutica.

FHC | Farmacêutica conducts its procurement in accordance with accepted business standards and in a transparent manner.

Article 4 - Political and Charitable Contributions and Sponsorships

It is against FHC | Farmacêutica policy to make contributions to political parties, party officials and candidates. If political contributions are deemed acceptable, they shall be made in accordance with applicable laws and public disclosure requirements.

FHC | Farmacêutica follows strict eligibility criteria to ensure that charitable contributions and sponsorships are not used as a subterfuge for corruption. Charitable contributions and sponsorships will always be transparent, public and in accordance with applicable law.

FHC | Farmacêutica will adopt its own criteria and procedures to ensure that no improper political and charitable contributions are made, namely by reviewing contributions to organisations in which prominent political figures, or their close relatives, friends and Business Partners are involved.

Article 5 - Gifts and Hospitality

The offer or receipt of gifts and hospitality is always subject to the management’s approval, in order to ensure that such arrangements:

a) comply with the national law and applicable international instruments;

b) are limited to reasonable and bona fide expenditures;

c) do not improperly affect, or might be perceived as improperly affecting, the recipient’s independence of judgement towards the giver;

d) are not contrary to the known provisions of the recipient’s code of conduct; and

e) are neither offered or received too frequently nor at inappropriate times.

Article 6 - Facilitation Payments

Facilitation payments are unofficial, improper, small payments made to a low level official to secure or expedite the performance of a routine or necessary action to which the payer of the facilitation payment is legally entitled. Facilitation payments are prohibited under FHC | Farmacêutica Compliance Policy, except when the health or safety of FHC | Farmacêutica employees are at risk. When a facilitation payment is made under such circumstances, it will be accurately accounted for in FHC | Farmacêutica books and accounting records.

Article 7 - Conflicts of Interests

Conflicts of interests may arise when the private interests of an individual or of his/her close relatives, friends or business contacts diverge from those of FHC | Farmacêutica or of the organization to which the individual belongs. These situations should be disclosed and, wherever possible, avoided because they can affect an individual’s judgment in the performance of his/her duties and responsibilities.

FHC | Farmacêutica will closely monitor and regulate actual or potential conflicts of interests, or the appearance thereof, of their directors, officers, employees and agents and should not take advantage of conflicts of interests of others.

FHC | Farmacêutica will not hire former public officials before a reasonable period has elapsed after their leaving their job, if their contemplated activity or employment is directly related to the functions held or supervised during their tenure. FHC | Farmacêutica will, in any case, comply with the restrictions imposed by national legislation.

Article 8 - Human Resources

FHC | Farmacêutica conducts its internal procedures in order to ensure that:

a) human resources practices, including recruitment, promotion, training, performance assessment, remuneration, recognition and business ethics in general, are complying and reflect this Compliance Policy;

b) no employee will suffer retaliation or discriminatory or disciplinary action for reporting in good faith violations or soundly suspected violations of the FHC | Farmacêutica anti-corruption policy or for refusing to engage in corruption, even if such refusal may result in FHC | Farmacêutica losing business;

c) key personnel in areas subject to high corruption risk are trained and evaluated regularly and that the rotation of such personnel is accepted as a proper measure, considering the circumstances.

Article 9 - Finances and Accounting

FHC | Farmacêutica conducts its internal procedures in order to ensure that:

a) all financial transactions are properly identified and correctly and reasonably recorded in appropriate books and accounting records available for inspection by their Board of Directors or other body with ultimate responsibility for the Company, as well as by auditors;

b) there are no “off the books” or secret accounts and no documents are issued which do not fairly and accurately record the transactions to which they relate;

c) there is no recording of non-existent expenses or of liabilities with incorrect identification of their objects or of unusual transactions which do not have a genuine, legitimate purpose;

d) cash payments or payments in kind are monitored in order to avoid that they are used as substitutes for bribes; only small cash payments made from petty cash or in countries or locations where there is no working banking system are permitted;

e) no bookkeeping or other relevant documents should be intentionally destroyed earlier than required by law;

f) independent systems of auditing are in place, whether through internal or external auditors, developed to disclose any transactions which violate these Rules or applicable accounting rules and which foresee an appropriate corrective action if the case arises;

g) all provisions of national tax laws and regulations are complied with, including those prohibiting the deduction of any form of bribe payment from taxable income.

Part III - Corporate Compliance Policy

Article 10 - FHC | Farmacêutica Compliance Policy

FHC | Farmacêutica Compliance Policy is based on the results of a periodically conducted assessment of the risks faced in FHC | Farmacêutica business environment, adapted to FHC | Farmacêutica particular circumstances and with the purpose of preventing and detecting Corruption and promoting a culture of integrity in the company and with FHC | Farmacêutica business partners.

FHC | Farmacêutica Administration expressly supports and is committed with FHC | Farmacêutica Compliance Policy.

FHC | Farmacêutica Compliance Policy is mandatory for all directors, managers, employees and Third Parties and applies to all controlled subsidiaries, national and foreign.

FHC | Farmacêutica Administration periodically nominates one or more senior officers, reporting periodically to the Administration, to oversee and coordinate the Compliance Policy, to conduct periodical risk assessments and independent reviews of compliance with this Compliance Policy and to recommend corrective measures or policies, as necessary, and grants them an adequate level of resources, authority and independence.

FHC | Farmacêutica Management includes in its internal procedures and Code of Conduct the guidelines to further publicise the behaviour required and prohibited by FHC | Farmacêutica Compliance Policy.

FHC | Farmacêutica adopts financial and accounting procedures for the maintenance of fair and accurate books and accounting records, to ensure that they cannot be used with the purpose of engaging in or hiding of corrupt practices, establishing and maintaining proper systems of control and reporting procedures, including independent auditing.

FHC | Farmacêutica ensures internal and external effective communication regarding its Compliance Policy.

FHC | Farmacêutica provides to its directors, officers, employees and Business Partners, as appropriate, guidance and documented training in identifying corruption risks in the daily business transactions of the company as well as leadership training.

Business ethics competencies are considered in the internal instruments measuring the achievement of targets, not only considering financial indicators but also against the way the targets have been met and specifically regarding the compliance with the Compliance Policy.

FHC | Farmacêutica adopted and publicised a proper channel to raise, in full confidentiality, concerns, seek advice or report in good faith established or solid suspicions of violations through compliance.fhc@fhc.pt and the duty to report is assured without fear of retaliation or of discriminatory or disciplinary action. Reporting may be done on an anonymous or on a disclosed basis and all bona fide reports should be investigated.

FHC | Farmacêutica will act on reported or detected violations by taking appropriate corrective actions and disciplinary measures.