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Grupo Osborne, S.A. and Subsidiaries Non-Financial Information Statement for the financial year ended 31 January 2019 together with the Independent Assurance Report

Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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Page 1: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

Grupo Osborne, S.A. and

Subsidiaries

Non-Financial Information Statement for the financial year ended 31 January 2019

together with the Independent Assurance Report

Page 2: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

Deloitte, S.L. Gonzalo Jiménez de Quesada, 2 Torre Sevilla 41092 Seville Spain Tel:+34 954 48 93 00 Fax: +34 954 48 93 10 www.deloitte.es

INDEPENDENT ASSURANCE REPORT ON THE NON-FINANCIAL INFORMATION

STATEMENT OF GRUPO OSBORNE, S.A. AND SUBSIDIARIES FOR THE FINANCIAL

YEAR ENDED 31 JANUARY 2019

To the shareholders of Grupo Osborne, S.A.:

In accordance with article 49 of the Commercial Code we have provided limited assurance on the

attached consolidated Non-Financial Information Statement (“NFIS”) corresponding to the financial year

ended 31 January 2019, of Grupo Osborne, S.A. and subsidiaries (the “Company” or “Osborne”), which

forms part of Osborne's Consolidated Management Report.

The content of the NFIS includes information in addition to that required by current mercantile legislation

regarding non-financial information that has not been the subject of our assurance work. In this regard,

our engagement has been limited exclusively to the assurance of the Information identified in the section

“Table of contents required by Law 11/2018” included in the NFIS.

Directors' responsibilities

The preparation of the NFIS, as well as its content, is the responsibility of Osborne's directors. The NFIS

has been prepared in accordance with the contents included in the mercantile legislation in force and

following the selected Sustainability Reporting Standards of Global Reporting Initiative (GRI standards),

as well as those other criteria described in accordance with what is mentioned for each subject in the

section “Table of contents required by Law 11/2018” of the NFIS.

This responsibility also includes the design, implementation and maintenance of the internal control that

is deemed necessary to allow the NFIS to be free from material misstatement, whether due to fraud or

error.

Osborne directors are also responsible for defining, implementing, adapting and maintaining the

management systems from which the information necessary for the preparation of the NFIS is obtained.

Our independence and quality control

We have complied with the requirements regarding independence and others of the Code of Ethics for

Professional Accountants issued by the International Ethics Standards Board for Accountants (IESBA) that

is based on the fundamental principles of integrity, objectivity, professional competence and due care,

confidentiality and professional behaviour.

Our firm applies the International Standard on Quality Control 1 (ISQC 1) and consequently maintains

a comprehensive quality control system that includes documented policies and procedures relating to

compliance with ethical requirements, professional standards and applicable legal and regulatory

requirements.

The work team has been made up of professionals with expertise in non-financial information reviews

and, specifically, in economic, social and environmental performance information.

Page 3: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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Our responsibility

Our responsibility is to express our conclusions in an independent limited assurance report based on the

engagement carried out, which relates exclusively to the financial year ended 31 January 2019.

We have conducted our review engagement in accordance with the requirements set out in the

International Standard on Assurance Engagements 3000 in force, “Assurance Engagements Other Than

Audits or Reviews of Historical Financial Information” (ISAE 3000 Revised) issued by the International

Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and

with the Performance Guide on assurance engagements on the Non-Financial Information Statement

issued by the Spanish Institute of Registered Auditors.

In a limited assurance engagement, the procedures carried out vary in nature and timing, and are less

extensive than those performed in a reasonable assurance engagement and, therefore, the assurance

obtained is substantially less.

Our work has consisted in putting questions to Management, as well as to the different areas of Osborne

that have participated in the preparation of the NFIS, in the reviewing of the processes to collect and to

validate the Information presented in the NFIS and in the application of certain analytical procedures and

sample review testing described below:

Meetings with Osborne personnel to learn about the business model, the policies and management

approaches applied, the main risks related to these issues and to obtain the necessary information for

the external review.

Analysis of the scope, relevance and integrity of the contents included in the NFIS for the financial

year ended 31 January 2019 in terms of the materiality analysis carried out by Osborne and

described in the NFIS, taking into account the contents required by the mercantile legislation in force.

Analysis of the processes for compiling and validating the data presented in the NFIS for the financial

year ended 31 January 2019.

Review of Information on risks, policies and management approaches applied in relation to the

material aspects described in the NFIS for the financial year ended 31 January 2019.

Verification, through testing, on the basis of the selection of a sample, of the non-financial

information relating to the contents included in the NFIS for the financial year ended 31 January 2019

and its proper compilation from the data supplied by Osborne's information sources.

Obtaining a letter of representation from the Directors and Management.

Conclusion

Based on the assurance procedures carried out and on the evidence we have obtained, no aspect has

been revealed which would lead us to believe that the Osborne NFIS for the financial year ended

31 January 2019 has not been prepared, in all material respects, in accordance with the contents

included in the mercantile legislation in force and following the criteria of the selected GRI standards, as

well as those other criteria described in accordance with that mentioned for each subject in the section

“Table of contents required by Act 11/2018” of the NFIS.

Page 4: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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Use and distribution

This report has been prepared in response to the requirement established in the mercantile legislation in

force in Spain, and therefore may not be suitable for other purposes and jurisdictions.

DELOITTE, S.L.

SPANISH INSTITUTE OF AUDITORS

Leopoldo Parias Mora-Figueroa

2 May 2019

DELOITTE. S.L.

2019 Num 01/19/11312 30.00 EUR

CORPORATE SEAL ························································ Report on work other than account

auditing ························································

Page 5: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

Grupo Osborne, S.A. and

Subsidiaries

Non-Financial Information Statement

for the financial year ended 31

January 2019

(*) This Non-Financial Information Statement is issued in a separate report. The information

included forms part of the management report on the consolidated financial statements of Grupo

Osborne, S.A. and subsidiaries for the financial year ended 31 January 2019, and is subject to the

same approval, submission and publication criteria as the management report.

Page 6: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

CONTENTS

1. Business Model

2. Risk policy and management

3. Information on environmental issues

3.1. Environmental management 3.2. Energy and climate change 3.3. Circular economy and sustainable use of resources 3.4. Protection of biodiversity

4. Information on social and personnel issues

4.1. Employment 4.2. Organisation of work 4.3. Health and safety 4.4. Social relations 4.5. Training 4.6. Accessibility 4.7. Equality

5. Information on respect for human rights

6. Information relating to the fight against corruption and bribery and money laundering

7. Information on society

7.1. Commitments of the company to society 7.2. Subcontracting and suppliers 7.3. Consumers 7.4. Tax information

8. Table of contents required by Law 11/2018

Page 7: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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Introduction:

This report on the non-financial information statement is published in compliance with Law

11/2018, of 28 December, amending the Commercial Code, the Consolidated Text of the Spanish

Enterprise Act approved by Royal Legislative Decree 1/2010, of 2 July, and Law 22/2015, of

20 July, on Account Auditing, in relation to non-financial information and diversity.

This document refers to the activity of Osborne and its group of companies, engaged in the

production, marketing and distribution of beverages and food products.

For the preparation of this non-financial information statement, the Global Reporting Initiative's

(GRI) guide for the preparation of sustainability reports, an internationally recognised standard,

was used as the reporting standard, following the principles and content defined by the most

updated version of the guide, GRI Standards.

The context and regulation of the sector have also been taken into account, as well as the main

demands of the associates, sector trends and best practices to determine which non-financial aspects

are relevant for Osborne. In this way, the following have been identified as the main relevant

aspects:

− Compliance and business ethics

− Protection of the environment and biodiversity

− Energy efficiency and sustainable use of resources

− Attracting and retaining talent

− Health and safety at work

− Diversity and equality

− Commitment of the company to society

− Consumer health and safety

In response to these material aspects, the main lines of non-financial performance relating to

environmental, social, personnel and human rights issues, and those relating to the fight against

corruption and bribery are described below.

Page 8: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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1. Business Model

Osborne was founded in 1772, as a sherry producer and marketer and is one of the oldest

companies in Europe. Since then, the company has progressively diversified its activity and

Osborne currently operates in 3 major businesses within the Food and Beverage sector: liqueurs or

spirits, 100% Iberian acorn-fed ham, sherry wine and wine from Rioja and Castilla la Mancha.

All of the company's activity revolves around one purpose - “we create brands for people to enjoy

and share what is authentic” - and on values firmly rooted in the organisation - “authenticity,

mastery, commitment and visionary spirit”.

Historically, Osborne has had a clear international focus and currently exports its products to the

five continents, although it focuses the development efforts of its strategic brands in key markets,

such as for example: Spain, Germany, United Kingdom, United States, Mexico and China, in

addition to the Travel Retail channel.

Osborne's capabilities and consumption trends in these markets, specifically the premiumisation of

alcohol consumption, have geared the company's strategy towards strengthening its premium

brands that are leaders in their categories and towards the development of the spirits portfolio. This

strategy is supported by organisation that is functional, strategic, financial, operational, marketing,

sales and HR departments, among others, which serve all businesses and brands, characterised by

a culture of teamwork, a sense of belonging, a focus on results, innovation and customer service.

Currently, Osborne's main brands in the different segments in which it offers its products and

services boast a strong competitive position and extraordinary brand health. Therefore, for example,

Cinco Jotas is the world's leading brand of premium Iberian ham, Carlos I is the world's best-selling

solera gran reserva sherry brandy, and Nordés, a brand that is less than 10 years old, is the first gin

to retail for over 20 euros in the Spanish market. Osborne has developed a “brand building model”

that has proven to be successful, based on consumer knowledge, on hospitality as a strategic

channel, on digital marketing, on the ability to generate earned media and on taking advantage of

its own restaurants and wine tourism centres to create experiences.

Osborne has production plants and wineries where it produces its main products, 100% Iberian

acorn-fed ham, sherry brandy, gin, sherry wine, wines from Rioja and Castilla la Mancha, anise and

liqueurs. It also has various commercial models, its own commercial network in Spain, Brazil and

China and commercial partners in other markets.

In addition, Osborne builds brands in Spain for third parties, Brockman's Gin, Flor de Caña Rum

and 100 Pipers Scotch Whisky, among others, which allows it to complement its portfolio, make its

commercial structure more efficient and enhance its commercial capabilities and its strength in

reaching the market based on customer segmentation.

The company has restaurants and visitor centres that provide first-hand knowledge of the consumer

and their behaviour in the hotel and catering industry, and a tourism activity that receives more than

50,000 visitors a year in its most iconic locations and production centres.

Page 9: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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Lastly, the company is internationally known for owning the mythical image of the Osborne Bull,

a registered trademark of the company that has become an icon in the history of advertising.

In recent years, Osborne's prestige and notoriety have been reinforced by the activity of the

Osborne Foundation, dedicated to preserving and publicising Osborne's historical heritage and to

promoting training and entrepreneurship among young people.

2. Risk policy and management

Risk management at Osborne is a function of the Board of Directors that cannot be delegated,

as stated in its Articles of Association, promoted by the Board of Directors and Senior Management

and the responsibility of all the members of the Group, the main objective of which is to provide

reasonable assurance that the objectives established by the Group will be achieved.

In this context, Osborne has a Risk Management System (“RMS”), the objective of which is to

identify, analyse and mitigate risks with an overall view and which is based on a Risk Management

Policy proposed by the Audit and Compliance Committee and approved by the Board of Directors.

This System is structured into the following pillars:

● A map that includes the main risks, grouped into categories, together with an evaluation of

them according to their impact, probability and the Group's response to address them and,

where appropriate, an action plan with the measures necessary for this response to be

effective.

● Businesses and corporate areas participate under the model of the three lines of defence: risk

management units as a first line that report to the Risk Committee and the Ethics and

Compliance Committee that coordinates, supervises and ensures the smooth operation of the

RMS as a second line of defence. Internal Audit, as a third line, reports to the Board of

Directors, through its Audit and Compliance Committee, on the efficiency of the system.

● The approach to risks is integrated into management and decision-making processes.

● The RMS is based on the COSO II framework and adapted to Osborne's needs.

The main risks that may affect the achievement of the business objectives are classified and

grouped into the following categories:

1. Corporate Governance

2. Strategy and business environment

3. Human Resources

4. Operations

5. Information for decision-making

6. Finance

7. Technology and information systems

8. Ethics, regulatory compliance and criminal risks

Page 10: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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With regard to risks 1 to 7 above, the Risk Committee has the following functions:

● To coordinate, supervise and ensure the smooth operation of the RMS, establishing the

methodology, supervising and coordinating the work of risk managers and implementing

continuous improvement processes.

● To participate in the development of risk management strategy and policies.

● To define the values, roles and responsibilities, policies and organisational structure of the

RMS.

● To report to the Management Committee and the Board of Directors through the Audit and

Compliance Committee.

In addition, Osborne has a Compliance and Ethics Committee (“CEC”), which reports to the Board

of Directors through the Audit and Compliance Committee, as the superior body for the

guaranteeing of the Group's policies of ethical behaviour and regulatory compliance and, in

particular, as a body for criminal prevention, the functions and tools for action are as follows:

● Monitoring of Ethical Behaviour:

The CEC bases its role as guarantor of ethics in the Code of Ethics approved in 2015,

obtaining from that date the commitment of Osborne employees, managers and Directors to

comply with the Code of Ethics through the signing of a Statement of Compliance that must

be signed after the corresponding training session as well as the attached document of their

contract of incorporation to the Organisation. This code is a guide of basic principles that

describes the ethical values that must be shared by all Osborne employees and managers in

their day-to-day work, regardless of the position or post they hold. In addition, it draws up

some guidelines for the development of these values in external relations with the market,

internal relations within the organisation and, ultimately, in relations with the Company.

Since the beginning of this financial year, the commitment to comply with the Code of

Ethics has been expanded and is required by all types of suppliers as a necessary

requirement for their approval.

Finally, in the event of a breach of the values and ethical standards, the CEC has a

whistleblowing channel in place.

● Criminal Prevention Body:

Since 2015 Osborne has established a Criminal Prevention Model, approved by the Board of

Directors, around which, under the supervision of the CEC, the organisation revolves, as

well as management, monitoring and control measures to prevent crime or to significantly

reduce the risk of its occurrence. This model is based on the same pillars as the Osborne

Risk Management System described above.

Page 11: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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In addition, in order to develop this function of criminal prevention, the CEC has produced

i) a Manual on Crime Prevention and Response, which contains the procedures that structure

the control system; ii) a Criminal Compliance Policy, which includes and elaborates on the

crimes of the Criminal Code; iii) reporting mechanisms and internal verbal or written

communication addressed to the Secretary of the CEC as well as through the

Whistleblowing Channel and the Queries Channel to which every Osborne employee has

access and/or obligation to refer to when there are doubts about how to apply the Criminal

Compliance Policy and, finally, iv) continuous training sessions for employees.

In 2018, a total of 43 training sessions were given to the different departments of the

Company, thereby training up to 538 employees.

The Criminal Prevention model also revolves around the Criminal Risks Map, which the

CEC continuously updates and analyses, through short “ad-hoc” meetings, with personnel

from the different areas. For those risks that are identified as having greater probability and

impact and for the associated controls, the information is parameterised in a computer tool

that dynamically, flexibly and interactively monitors compliance with the control system.

● Supervision of Regulatory Compliance:

The CEC is responsible for overseeing, coordinating and supervising compliance risk

management policies.

In carrying out these functions, the CEC has participated in the preparation of various

policies aimed at ensuring regulatory compliance.

3. Information on environmental issues

3.1. Environmental management

Day to day, Osborne promotes a genuine commitment to sustainable business development that

maintains the highest degree of respect for and commitment to the environment, basing the

development of all our activities on the Precautionary Principle with the aim of preventing them

from causing negative impacts on the environment in which it operates.

Due to its nature, Osborne's activities that could have an impact on the environment cover the

following areas: agricultural activity, vineyards, production plants (wines, spirits, distillation and

meat), restaurants and offices in Spain and abroad.

In the agricultural field, Osborne promotes the reduction of the impacts that this activity could

cause on the environment in which it develops by limiting the number of pigs raised per hectare to

1 pig per 2 ha., keeping it well below the European Community recommendation on the matter,

15 pigs per ha. In this way, at Osborne we avoid the intensive use of the countryside and the

increase of deforestation/desertification in the southwest of the Iberian Peninsula, fostering the

natural environment and the sustainable use of natural resources.

Page 12: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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With regard to the activity of the vineyards, the environmental impact is low since it is limited to

the potential material damage that could be caused by the rupture of any of the three existing

reservoirs, which also have a classification of moderately significant material damage.

Regarding meat production, the most significant possible impacts on the environment could be

produced by discharges into water, emissions into the atmosphere and the production of waste. In

order to minimise these possible impacts, Osborne's main efforts included in the Industrial

Management Plans (mainly, the General Hygiene Plan and General Environment Plan) focus on the

management of our own water treatment plant, waste management with authorised handlers and, in

general, strict compliance with the Integrated Environmental Authorisation (IEA), as reflected in

the Inspection reports from the Authorities.

In addition, the meat production plant located in Jabugo, where 62% of the factory employees and

25% of the group's total work, has the “QSostenible” certification. This is the Spanish benchmark

standard with international validity and registration for the evaluation and certification of

sustainable building, evaluating criteria that cover management, use and maintenance, design,

materials used, together with the sustainability of local employment and fixation of the population

to the territory in rural environments.

Additionally, in compliance with Law 26/2007 on Environmental Responsibility, partially

developed by RD 2090/2008, Order ARM/1783/2011 establishing the order of priority and Order

APM/1040/2017 establishing the date from which the constitution of the obligatory financial

guarantee will be required: the plants producing alcohol and spirits at high alcohol content

(priority 1), have carried out, through an external company with reputable standing, an analysis of

identification of causes and dangers and evaluation of environmental risk by calculating the

Environmental Damage Index (EDI), which includes the inventory of the natural environment, and

the financial guarantee has also been calculated after the monetisation of possible damage to the

environment (MORA tool). In all cases, Osborne is completely exempt from providing a financial

guarantee.

In all our production plants Osborne promotes sustainable centres, constantly investing in the

improvement of facilities and equipment. In this sense, most of the Osborne production plants

(in which 82% of the total number of factory employees work) have implemented and certified an

Environmental Management System in accordance with the UNE-EN ISO 14001 Standard.

Integrated in these systems are the procedures for the identification, evaluation, prevention and

mitigation of significant risks and impacts, as well as for the verification and control of the

measures adopted in this regard. Each production plant also has an environmental officer.

Additionally, these same production plants have the BRC Global Standard for Food Safety and IFS

Food certifications, both designed to guarantee the highest level of customer protection, providing

organisations with a clear and consistent method to measure the safety of their products, which

provides confidence to consumers.

It should be noted that the different plants have sectoral prevention plans such as ECOVIDRIO,

ECOEMBES and AECOSAN, aimed at reducing waste, energy and additives.

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Along the same lines of this genuine commitment to sustainable business development, in recent

years Osborne has invested a total of 2,421 thousand euros in systems, equipment and installations

for the protection and improvement of the environment, mainly water treatment plants, installations

for the treatment of waste water and vinasse, refrigeration equipment for the stabilisation of wines,

sound insulation and ozonation systems. The expenses incurred by Osborne in 2018 in its

commitment to sustainable development amounted to 561 thousand euros.

Finally, the Osborne Group insures environmental risks through insurance policies taken out to

cover the economic impact in the event of large claims. The indemnity limit for these policies

amounts to 9 million Euros.

3.2. Energy and climate change

All of Osborne's production plants strictly comply with the requirements established by current

legislation and with the limits established in the corresponding authorisations in terms of emissions

and other forms of air pollution.

In the meat production plant, the plant with the highest energy consumption, Osborne has opted to

generate electricity by cogeneration with natural gas, the least polluting system after wind and

hydraulic and, therefore, much lower than coal, lignite, oil or nuclear systems.

In addition, Osborne is making a major effort to replace conventional lighting with LED lighting

systems as well as investing in new equipment with a better coefficient of performance and better

energy efficiency.

Thanks to these energy efficiency measures implemented both in production plants and in office

and restaurant facilities, energy consumption at the organisational level has been reduced by 18%

compared to the previous year:

Energy consumption (GJ) (*) 2018 2017 % Chg

Electricity 67,706 75,308 -10%

Natural Gas 25,868 45,382 -43%

Propane 377 276 37%

Petrol - 32 -100%

Gasoil 7,267 5,576 30%

Energy sold from cogeneration (101) (92) 10%

Direct energy consumption within the organisation 101,117 126,482 -20%

Fuel consumption of the leasing fleet 14,270 14,067 1%

Energy consumption outside of the organisation 14,270 14,067 1%

Total consumption of the organisation 115,387 140,549 -18%

*Note: Data relating to facilities in Spain

With regard to NOx, SOx or other similar emissions that affect air pollution, including sound, light

emissions, etc., produced in our plants, strict monitoring is carried out in line with current

regulations on emissions and pollution generated by the activity of these production plants.

Page 14: Grupo Osborne, S.A. and Subsidiaries · 2019-11-27 · Federation of Accountants (IFAC) International Auditing and Assurance Standards Board (IAASB) and with the Performance Guide

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With regard to Greenhouse Gas emissions derived from the company's energy consumption, the

Carbon Footprint produced by the development of our activities has been calculated, taking into

account the three emission scopes defined by international standards: Scope 1 for the organisation's

direct emissions, Scope 2 for indirect emissions or emissions derived from the organisation's

electricity consumption, and Scope 3 for emissions generated by the organisation's activities but

that are not managed by Osborne, such as the fleet of leasing vehicles.

Emissions from fuel consumption

(tCO2 eq) (*) 2018 2017 % Chg

Scope 1

Natural Gas

Propane

Petrol

Gasoil

1,260

15

-

595

2,265

11

2

454

Total direct emissions 1,870 2,732 -31%

Scope 2

Electricity 4,626 5,940

Total indirect emissions 4,626 5,940 -22%

Scope 3

Leasing fleet 1,034 1,019

Other indirect emissions 1,034 1,019 1%

Total Carbon Footprint 7,530 9,691 -22%

*Note: Data relating to facilities in Spain

In 2018, thanks to the application of the aforementioned efficiency measures, greenhouse gas

emissions were reduced by 22% at an organisational level. In this sense, it is a clear objective for

Osborne to establish medium- and long-term goals for voluntary reduction of greenhouse gas

emissions, together with the means for their implementation, so that there is a defined roadmap in

the business for the transition to a low-carbon economy.

3.3. Circular economy and sustainable use of resources

Being aware of the importance of using resources sustainably, and the role of the Circular Economy

as a driver to increase the efficiency of this use in the activities it develops. Osborne promotes

throughout its value chain the implementation of measures that help to reduce the impact it may

have on the environment.

Materials used

The main raw materials used are consumed in the production plants and correspond mainly to pigs,

grapes, wine and other raw materials used in the production of products. It also consumes

packaging materials (bottles, labels, packing materials, cork stoppers, etc.) and auxiliary materials

(chemical products).

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Materials used (tonnes) 2018 2017 % Chg

Raw materials (t) 45,999 65,041 -29%

Auxiliary materials (t) 556 670 -17%

Packing materials (t) 13,953 12,601 11%

Osborne commits to the use of all these raw materials and carries out a variety of measures aimed

at improving efficiency in their use: using pig fats and bones for animal feed and taking advantage

of by-products that are sent for distillation or for other purposes.

In meat plants, Osborne is committed to the reuse of one of the main raw materials, salt, achieving,

in the Jabugo plant alone, a 20% reduction in consumption compared to the previous year

(120,690 kg less). When it is not possible to reuse the salt, the services of an authorised handler

have been hired to remove it.

By-products generated by

purpose (t) (*) 2018 2017

By-product distillation purpose

By-product other purposes

1,718

22,501

962

56,733

Likewise, in our continuous effort to reduce the environmental impact and, consequently, to

increase confidence from the authorities, it should be noted that the level of environmental risk in

the treatment plants of all the meat production plants has been reduced to the Low level.

In the distillation plant, approximately 25% of the water consumption goes into a closed

refrigeration circuit to which only the water lost due to evaporation during its use is added.

Osborne's main suppliers in terms of cardboard/paper material (packaging) and glass (bottles) are

declared sustainable producers and therefore an estimated high percentage of these materials used

in our production processes are recycled.

Water consumption

93% of the water consumed in the production of our products comes from surface water and, of

these, almost all is consumed in the winemaking plant located in Castilla la Mancha and is destined

for sprinkler/drip irrigation in its more than 700 hectares dedicated to the vineyard. This catchment

is carried out by the Tajo Hydrographic Confederation (Castrejón Canal) and its consumption is

estimated at the maximum permitted catchment limit (2,000,000 m3).

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Osborne's water consumption data is:

Water consumption

(m3) (*) 2018 % 2017 % % Chg

Surface water 2,000,000 93% 2,000,000 91% 0%

Municipal 139,218 6% 174,427 8% -20%

Well 23,002 1% 20,119 1% 14%

Total 2,162,200 100% 2,194,546 100% -1%

*Note: Data relating to facilities in Spain

Waste management

In general, as mentioned above, most of our plants reuse or recycle almost all waste that is not

managed as waste. These materials, called by-products, usually have the following main

destinations:

● Sludge from the treatment plant is reused for a special type of fertiliser (Compost).

● Vinasse from distillation for organic fertilisers

● By-products derived from the production of wines and spirits intended for distillation

(e.g pomace, lees...) or its reprocessing

● Pig fats and bones for animal feed

● Used oil in Osborne restaurants that is entirely destined for recycling (11,093 Kg. in 2018)

As far as waste is concerned, a distinction can be made between:

● Hazardous Waste: all of which are managed by authorised handlers and are subject to

various final treatments

● Non-Hazardous Waste: managed, for the most part, by authorised handlers or municipal

services

With regard to discharges, most of the Osborne centres discharge into the public network, with the

exception of those plants that have water treatment plants. In all cases, these discharges are

controlled by the discharge authorisations and by the legislation applicable to these treatment

plants. In any case, all of them are controlled by analyses, none of them pose a substantial risk and

do not affect other contaminable sources. In meat plants, the risk assessed by the IEA (Integrated

Environmental Authorisation) for the treatment plants in the facilities has been reduced to the

“Low” level, this being the minimum possible value emitted by the corresponding environmental

authorities.

Total weight of waste generated

Waste generated (tonnes) (*) 2018 2017 % Chg

Non-hazardous waste 1,174 1,103 6%

Hazardous waste 7 9 -22%

Total 1,181 1,112 6%

* Note: Data relating to facilities in Spain

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3.4. Protection of biodiversity

Osborne's activities and operations do not cause significant impacts on the protected areas where

they are carried out, which are:

● The vineyards of Malpica del Tajo are considered to be modified natural ecosystems with

high value since, in addition to their economic function, they protect and increase the

diversity of flora and fauna, while at the same time carrying out soil protection work.

● The reservoirs I and III of the Castilla La Mancha Property have the category of “naturalised

reservoir”, due to the environmental value they generate.

In any case, Osborne maintains a high commitment to the preservation and protection of

biodiversity by collaborating in various projects, among which the following stand out:

● In the aforementioned location, we collaborate with the Lynx Project of Castilla La Mancha

for the preservation of this animal. Currently, two lynxes marked with radio beacons and

two other still unmarked kittens are known to be present on the property.

● INTERCONECTA Bioviden (Agricultural) Project, consisting of the search for

agroecological solutions through bio formulates to alleviate the problem of “Oak Decline” in

the Quercus Dehesa (Oak Forest). This project is aimed at reducing deforestation and

desertification, based on the endurance of the plant species of woody trunk that inhabit the

dehesas (oak forests) and traditional vineyards.

Likewise, as mentioned above, Osborne promotes the least possible environmental impact in its

agricultural activity, limiting the number of pigs per hectare to 1 pig per 2 ha., keeping it well

below the limit recommended by the European Community of 15 pigs per ha.

4. Information on social and personnel issues

Human resources management in the Osborne Group is carried out through common action criteria

that govern labour relations in the different Group companies and serve as a reference to define

their employment objectives, placing their employees at the centre of their decisions, striving for

them to carry out their work in the best possible working environment, guaranteeing their

well-being and implementing initiatives aimed at maintaining a work-life balance, attracting and

retaining the best talent and offering more and better opportunities.

4.1. Employment

The priority of the Osborne Group is the stability of its workforce in quality employment and its

professional and personal training and development, in its widest sense, developing all of its people

strategy in order to achieve these objectives.

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Average number of employees and distribution by gender, country and type of

employment contract

Country Men Women Total

Permanent - full time: Germany 1 1 2

USA 4 1 5

Spain 592 222 814

France 1 1 2

Portugal 2 3 5

Brazil 21 8 29

China 7 12 19

United Kingdom 1 - 1

Total 629 248 877

Permanent - part time: Spain 31 29 60

Total 31 29 60

Temporary - full time:

Spain 109 41 150

Total 109 41 150

Temporary - part time: Spain 1 5 6

Total 1 5 6

Total 770 323 1,093

With a firm commitment to the integration of those who have different abilities, Osborne has

18 workers with disabilities on its staff, who are fully integrated into its production process.

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Average number of employees and distribution by gender, country, age and job category

Group and Country

Men Women

General

total <30 30-50 >50 Total <30 30-50 >50 Total

Administration:

Germany - - - - - - - - -

China - - - - 3 - 3 3

Spain 2 11 28 41 4 30 15 49 90

Portugal - - - - - 1 2 3 3

Brazil 1 1 - 2 - 3 1 4 6

Administration Total: 3 12 28 43 4 37 18 59 102

Sales:

Germany - - - - - 1 - 1 1

China - 4 - 4 - 8 - 8 12

USA - 3 - 3 - 1 - 1 4

Spain 1 82 20 103 2 36 3 41 144

France - 1 - 1 - 1 - 1 2

United Kingdom - 1 - 1 - - - 1

Brazil 1 7 1 9 - 3 - 3 12

Portugal - 1 - 1 - - - - 1

Sales Total 2 99 21 122 2 50 3 55 177

Management:

Spain - 4 7 11 - - 1 1 12

Brazil - 1 - 1 - - - - 1

Management Total - 5 7 12 - - 1 1 13

Workers:

USA - 1 - 1 - - - - 1

Spain 71 268 138 477 34 97 41 172 649

Portugal - 1 - 1 - - - - 1

Brazil 1 7 1 9 - 1 - 1 10

Worker Total 72 277 139 488 34 98 41 173 661

Executives:

China - - 1 1 - - - - 1

Spain - 11 14 25 - 2 1 3 28

Germany - - 1 1 - - - - 1

Executives Total: - 11 16 27 - 2 1 3 30

Technicians and middle

management:

Spain 3 52 21 76 3 22 5 30 106

Brazil - 1 - 1 - - - - 1

China - 2 - 2 - 1 - 1 3

Technicians and middle

management Total 3 55 21 79 3 23 5 31 110

General Total 80 459 232 771 43 210 69 322 1,093

Lastly, in 2018 the Group entered into 214 permanent contracts, 202 of which were in Spain, of

which 33% were women and 67% were men. At the same time, 46 employment contracts were

terminated in 2018, of which 74% were men and 26% women.

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Dismissals by age, gender and category

Group Men Women

Total

General <30 30-50 >50 Total <30 30-50 >50 Total

Administration - 1 1 2 1 - - 1 3

Sales - 5 1 6 - 6 - 6 12 Management - - 2 2 - - - - 2

Workers 5 7 2 14 - - 5 5 19 Executives - 1 2 3 - - - - 3

Technicians and middle

management

-

7 -

7 - - - -

7

Total 5 21 8 34 1 6 5 12 46

Policy for the promotion of local recruitment

With an extensive presence in Spain and in continuous expansion abroad, in both areas Osborne

commits to the hiring of the local population of the surroundings as evidenced by the fact that,

regarding production plants all of them are located in provinces that are not capitals, a percentage

superior to 90% of the staff is a resident either in that same province, or in the neighbouring towns,

with specific recruitment campaigns being occasionally carried out in the nearest area.

Production Plant Local hiring

percentage

Cumbres Mayores Slaughterhouse (Cumbres Mayores, Huelva) 98%

El Tiro Winery (El Puerto de Santa María, Cádiz) 100%

Montecillo Winery (Fuenmayor, La Rioja) 96%

SRCJ Slaughterhouse (Jabugo, Huelva) 98%

Malpica Winery (Malpica de Tajo, Toledo) 100%

Anís del Mono Winery (Badalona, Barcelona) 100%

Tomelloso Distillery (Tomelloso, Ciudad Real) 91%

Remuneration

Based on an absolute guarantee for the minimum remuneration contained in the various applicable

Collective Bargaining Agreements (which in any case, and in the worst case scenario, establish

minimum wages 6% higher than the 2018 minimum wage), the Osborne Group opts in its

Remuneration Policy for a complete compensation package (fixed salary, variable salary and

various considerations in kind and social benefits, most of which are recognised for the entire

workforce) proposed by the Appointments and Remuneration Committee and subsequently

approved by the Board of Directors.

In order to preserve internal equity and be competitive with the external market, all the jobs in the

Organisation have been valued under the Willis Towers Watson Global Grading methodology and a

remuneration system has been established based on Salary Bands, defined by the level of

contribution of the position to the Organisation and that are reviewed annually to adapt them to the

current situation. This system allows the remunerations offered to Osborne employees to be

established objectively, avoiding the existence of differences due to of any kind of discriminatory

reasons.

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As part of this complete compensation package, the Organisation is committed to offering its

workers various benefits in kind and social benefits, most of which are recognised for the entire

workforce, including the following: company vehicle, flexible compensation package (restaurant

tickets, nursery ticket, health insurance and training), accident insurance, work-life balance

programme through Albenture, discounts on the purchase of Osborne products, scholarships for

employees and their children, Christmas and Summer cash gift with Osborne products,

development programmes, etc. Specific mention should be given to the forthcoming

implementation in 2019 of a Social Welfare Plan of a mixed nature (co-financed by the company

and the worker), implemented through a group insurance policy.

The objectivity of this system leads to minimising the possibility of a gender pay gap: either

because the personnel are subject to the remuneration conditions established in the Collective

Bargaining Agreement (obviously equal for men and women), or because in the case of workers

whose remuneration is established higher than that established in the Collective Bargaining

Agreement, the system of wage bands ensures the same remuneration for the same positions.

Apart from the guarantees described above, an analysis of the overall average remuneration of the

entire workforce, without taking into account the different positions, responsibilities and other

factors, would give us a salary gap of 19%:

Average € per year (*) Differential

Ratio Men Women

32,488 26,274 19% *Note: Data from Brazil and China not included

However, if we break down these same average salaries by category, it can be seen that, for

example, in the sales group, the salary gap is reduced to 7% or in the worker group to 4%.

In addition, if the age variable is incorporated (less than 30 years old, between 30 and 50 or over

50) there are two groups that have a positive wage gap (women with a higher salary than men),

specifically in the group of salespeople over 50 years old and in that of workers under 30. Without

reaching this positive level, with a minimum gap of less than 15%, the group of Managers and

Executives over 50 and of Technicians and Middle Managers and Workers between 30 and

50 years old stands out, with the latter standing at 3%.

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Average remuneration by age, gender and job category

Group Age

2018 2017

Men Women Men Women

Workers <30 18,273 21,170 17,740 18,300

>50 23,419 19,305 22,875 18,793

30-50 20,659 19,472 20,389 18,775

Administration <30 22,848 21,704 21,954 16,342

>50 58,611 39,850 52,921 38,284

30-50 40,207 29,793 37,015 29,662

Sales <30 31,116 24,665 - 28,356

>50 56,552 75,438 53,785 46,501

30-50 54,423 50,744 50,984 56,498

Technicians and middle management <30 26,362 17,754 31,344 26,325

>50 58,024 40,716 52,467 42,617

30-50 47,205 45,611 45,780 47,254

Senior Managers and Executives >50 218,703 191,583 207,170 226,559

30-50 140,668 97,972 116,884 110,834

*Note: Data from Brazil and China not included

Average remuneration of Directors and Senior Management

The average remuneration of the members of the Board of Directors of Osborne and its Senior

Management in regard to salaries, contributions to social welfare plans and per diems in 2018

amounted to 156 thousand euros, with the average remuneration of the eight members of the Board

of Directors who are non-executive directors amounting to 63 thousand euros for both the five men

and the three women. The average remuneration of the two members of the Board of Directors who

are executive directors and Senior Management amounts to 455 thousand euros.

4.2. Organisation of work

Aware that a work-life balance is a very important value nowadays, Osborne is committed to

a work culture that contributes to the balance of people, their well-being and motivation, convinced

of the direct impact that this situation has on the working climate and the Group's productivity.

Osborne offers an organisation of working time in accordance with this commitment to work-life

balance (straight shifts in the production plants, flexible entry and exit times in the central offices,

summer hours on certain dates, training and or meetings during working hours, organisation of the

enjoyment of annual holidays in two sections, one corporate, for all personnel, and another freely

available and work calendars adapted to each workplace); it has established various measures

aimed at facilitating the enjoyment of work-life balance and promoting the co-responsible exercise

of paternity/maternity.

In this work-life balance context, work is currently being done on a Digital Disconnection Policy

that guarantees respect for the rest and privacy of those workers equipped with computer work

tools.

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4.3. Health and safety

Osborne has undertaken multiple commitments and obligations in the area of health, safety and

welfare, which go beyond formal compliance with current legislation in the field. Therefore,

creating a true culture of health, safety and well-being, through its optimal integration, is an

unwavering principle.

In this context, a Health and Safety (H&S) Policy has been defined, the main objective of which is

to achieve a healthy and safe working environment, obtaining a level of H&S culture that makes us

achieve recognition as leaders in the different sectors in which the Group operates, assuming and

promoting a series of Basic Principles that must govern its actions in all the activities which are

defined in the H&S Policy itself.

Aware that it is just as important to have an H&S Policy among its employees in order to create an

authentic Preventive culture, the H&S Area has drawn up a “Health and Safety Policy”, as well as

the “Health and Safety Welcome Manual”, which is freely accessible through the Group's intranet,

and also the video Bienvenid@ Seguridad y Salud (Welcome to Health and Safety). In 2018,

22 specific training courses on Health and Safety were given.

H&S Working Conditions

Osborne has a H&S Management System, aligned with the corporate culture, which is in the

certification phase through the International Standard ISO 45001:2018 “Occupational Health and

Safety Management Systems”.

Essential collaborators in this area are the External Prevention Service, with which a series of

comprehensive contracts have been developed; and the internal structure through the Health, Safety

and Welfare Area, dependent on the Human Resources Department, in which trained and reputable

local technicians, are integrated into each of the workplaces, which provide support and advice to

the entire Organisation in this area.

Commitment to safeguarding H&S is not limited to own workers; Osborne, in its relations with

third parties (contractors and subcontractors), essential for the development of the business, only

collaborates with those who have previously obtained their approval as Group suppliers, having to

comply not only with the regulations in force, mainly concerning the Coordination of Business

Activities (CAE), but also signing a service provision agreement for a number of additional

obligations, the compliance of which is verified through a Digital Coordination Platform managed

by in-house personnel in the various workplaces.

As a result of this commitment, it can be stated, backed up by the Health Surveillance data offered

by the Prevention Service, that there is currently no job (in-house or subcontracted) in Osborne

with a high risk or occurrence in the development of any type of illness, with 0 being the work-

related illness ratio in this sense (no. of work-related illnesses x 200,000/no. of hours worked,

1,824).

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With regard to accidents and absenteeism, the information for 2018 is as follows:

Accident frequency

rate 2018 (*) Accidents AFR

Men

Women

26

9

19,53

16,65

Total 35 18,7

2018 Severity Index

(*)

Calendar days

of leave Severity index

Men

Women

1,449

472

1,09

0,88

Total 1,921 1,03

2018 Absenteeism

hours (*)

Calendar days

of leave

Men 81,152

Women 33,544

Total 114,696 * Note: data relating to the employees in Spain

2019 objectives related to the welfare of Osborne workers are the development of training in the

following subjects: nutrition and physical exercise, stress management and heart-healthy habits.

Procedures have also been initiated for the establishment of heart-healthy spaces in workplaces.

Finally, every year Osborne offers its employees the opportunity to undergo a general and specific

medical examination according to the position occupied.

4.4. Social relations

Considered a necessary element for the correct management of the business, the workers'

committees and union representation of the workers has the role that corresponds to them as

spokespersons for the expectations and concerns of the personnel, providing them with a favourable

climate for dialogue and understanding that benefits everyone.

From this perspective, the Group's Management promotes regular meetings with the different

employee representatives, beyond the strictly legal framework, minimising the development of any

ongoing conflict by achieving, whenever possible, a consensus that satisfies all involved.

As part of this spirit of collaboration, social agents play an important role in those cases in which

productive, organisational and, only rarely, economic circumstances require the adaptation of

business measures with a direct impact on the labour relations maintained, either to modify them or

to terminate them. In these cases, the company and the workers' representatives, with the direct

assistance of the unions on numerous occasions, set up joint working groups in order to adopt the

relevant agreement with the least social and economic impact on the workforce, all this an average

of one month before the implementation of the measure.

100% of the workforce that provides its services in Spain is subject to a Collective Bargaining

Agreement.

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4.5. Training

Osborne Group needs to have a qualified workforce adapted to the specific needs of each of its

business lines. To this end, it has a Training Programme divided into three main areas

(skills development, product training and technical and language training), with 2,910 hours of

training given to employees in 2018, according to the following breakdown:

Group

Training

Hours

Administration 636

Sales 138

Workers 147

Technicians and Middle Management 1,215

Senior Managers 230

Executives 544

Total Training Hours 2,910

These hours have resulted in 22 specific Health and Safety training courses and 88 courses in other

disciplines, benefiting 1,510 employees, with an average of 1.93 hours per employee.

In addition, in order to develop Internal Talent each year it is suggested that two workers take part

in a Postgraduate Management Programme, due to their personal and professional merits.

4.6. Accessibility

Osborne provides employment opportunities to employees with disabilities in order to promote the

integration of all people, also complying with current legislation on the incorporation of workers

with disabilities, Royal Legislative Decree 1/2013, General Law on Rights of Persons with

Disabilities and their Social Inclusion.

In 2018 Osborne continued to employ people with disabilities, with the collaboration of special

entities (A la par Foundation, Altius Foundation, Tomillo Foundation, ISOS Foundation, Opción 3,

among others), designing selection, hiring, development and promotion processes that guarantee

the non-discrimination of these people with different abilities, adapting, if necessary, the workplace

to them and ensuring that the workplaces are universally accessible work environments.

At this moment in time, Osborne employs 18 workers with disabilities.

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4.7. Equality

At Osborne there is a clear commitment and willingness to integrate equal treatment and

opportunities between men and women, as well as with workers with different abilities, as a basic

and cross-sectional principle in all areas of work and as a guiding principle of Human Resources

management for the adoption of measures in terms of hiring and selection of personnel

(transparent selection processes, objectivity and neutrality in internal promotion processes, search

for a balance between men and women). Also in terms of remuneration and salaries, in terms of

training (determining access parameters objectively and providing training within the workplace or

online), information and communication (use of neutral and non-discriminatory language in all

communication channels) and motivation, participation and awareness (through the releasing of the

Bienvenid@ a Osborne (Welcome to Osborne) video and the dissemination of the “Osborne Group

Code of Ethics”).

This commitment is demonstrated by the fact that throughout 2018 no complaint has been received

throughout the Organisation for an infringement regarding equal treatment among our workforce.

During 2018, Osborne developed an ambitious work plan in order to provide a single Equality Plan

for all the companies in the Group, regardless of whether or not it is compulsory due to the size of

the workforce and with the logical adaptations to the specific characteristics of each company, with

the intention of developing this Plan throughout 2019.

Description of the Company's sexual and gender-based harassment protocols

The development of human relations within Osborne under the strictest standards of respect,

education and tolerance, without exceptions of any kind, being a guiding principle, for years there

has been a policy of action regarding complaints of harassment in the workplace available to all

employees through the corporate intranet, its objective being to provide the means to deal with

complaints or claims that, where applicable, may be made by those workers who have been

subjected to harassment or mistreatment at work.

To this end, an effective, swift and operational investigation procedure has been established for any

complaint involving sexual harassment, gender-based harassment, harassment at work and/or

mistreatment in the workplace, guaranteeing in all cases the confidentiality and protection of the

identity of those affected, as well as of those who are involved in the process.

In 2018 only two complaints were made through this channel, and they were finally resolved

satisfactorily after joint mediation meetings between the complainant, the accused party and

members of the Human Resources Department, and the complaints were not ultimately formalised.

Integration and universal accessibility for people with disabilities

Osborne is dedicated to having a positive effect on people with disabilities in the communities in

which it operates through our social action, offering options and opportunities for our workers to

actively integrate into society.

In terms of the facilities and taking into account the unique design of many of them. Osborne

Group is constantly working on the elimination of any architectural barriers that might hinder

access to its facilities for people with disabilities, trying to remove barriers in its facilities, adapting

equipment and installations and including the appropriate signage on them. Applying this, likewise,

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to the furnishings used within Osborne, which are being progressively updated to adapt them to the

environment, ensuring the maintenance or improvement of the universal accessibility of all spaces.

In addition, the Osborne Foundation has developed inclusive visits to the wineries by creating a

series of materials that allow people with visual disabilities or reduced mobility to enjoy a sensory

experience within the wineries. This new initiative is the result of collaboration with the ONCE

Foundation and the Caixa Foundation. Recently, during the International Tourism Fair, it received

the Gourmet Excellence 2018 Award for the Accessible Wine Tourism Project, becoming the first

Marco de Jerez winery to offer these experiences to this group. A way of making the business,

entrepreneurial and oenological culture more accessible, which has been a constant in the company

throughout its history and which now, thanks to this project, can serve as an inspiration to anyone.

5. Information on respect for human rights

Osborne has implemented measures that integrate respect for Human Rights, as set out in the

International Bill of Human Rights and in the Declaration of the International Labour Organisation,

in its business model, values and corporate culture, guaranteeing that all staff are aware of the

commitment that these Rights entail.

Respect for Human Rights at Osborne forms part of the company's ethical culture and the control

and monitoring of conduct that could constitute a crime of human trafficking, prostitution, sexual

exploitation and corruption of minors and a crime against the rights of foreign citizens, which are

managed by the Ethics and Compliance Committee through the functioning Criminal Prevention

Model.

Additionally, through the Supplier Approval Policy, revised in the 2018 financial year, this filter

has been expanded to include among the requirements for qualifying as an authorised supplier the

accreditation of certain aspects related to compliance with labour regulations, as well as compliance

with our Code of Ethics.

During 2018, the CEC has not received any complaint or detected any behaviour or action that

could qualify as non-compliance under the terms described that should be reported to the Audit and

Compliance Committee.

6. Information relating to the fight against corruption and bribery and money

laundering

The control and monitoring of conduct that could constitute crimes of corruption between

individuals, bribery and influence peddling are supervised and managed from the CEC through the

Criminal Prevention Model. In this context, the company's efforts have focused mainly on

prevention through training its employees on these criminal practices and those contrary to its Code

of Ethics.

In addition, in order to prevent any offer or receipt of gifts to obtain a business/contract or to be

treated favourably by third parties, a Gift Policy has been developed which establishes very strict

guidelines and criteria for the acceptance and offering of gifts applicable to the entire organisation.

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In addition, the company has a special interest in preventing the crime of money laundering, which

is the object of prevention in accordance with its Criminal Prevention Model. In this sense and

according to Royal Decree-Law 11/2018 of 31 August, which amends Law 10/2010 of 28 April,

Osborne is in the process of: (i) appointing a representative to the Executive Service of

the Commission for the Prevention of Money Laundering and Monetary Offences (“SEPBLAC”)

and (ii) establishing an appropriate Internal Control Body (ICO).

Finally, as a preventive measure in the new Osborne Supplier Approval Policy, it requires

accreditation of compliance with ethical standards related to these aspects, including the observance

of our Code of Ethics.

During the year, the CEC has not received any complaint or detected any behaviour or action that

could qualify as non-compliance under the terms described that should be reported to the Audit and

Compliance Committee.

7. Information on society

7.1. Commitments of the company to society

Osborne Foundation

With the idea of continuing, redirecting and promoting the activity of the Osborne Group in

corporate social responsibility matters, the Osborne Foundation was established at the end of 2016

with the primary objective of bringing young people closer to the world of work through the

development of a series of actions that would allow for their education, training, motivation and

entrepreneurship. Subsequently, the conservation, exhibition, accessibility and improvement of the

artistic heritage treasured by the company throughout its almost 250 years of history was also

incorporated as a second foundational objective. Currently, Osborne contributes 75,000 euros to the

Foundation through donations and collaboration agreements.

In order to achieve its objective of promoting training and entrepreneurship among young people,

the Osborne Foundation has relied on other institutions with similar objectives since its inception,

such as: The Princesa de Girona Foundation, the Telefónica Foundation, the University of Seville

Research Foundation (FIUS), the Cádiz University Chair in Entrepreneurship, the Exit Foundation,

and the Santa María la Real Foundation, among others. Since its foundation up to now, there have

been a great number of varying actions carried out. With more than 500 young people who in one

way or another have benefited from these agreements, more than 174 publications related to the

activity of the Foundation, audiovisual media appearances, which have involved more than

40 million views and an advertising amount exceeding 800,000 euros (Source KantarMedia), it is

clear that the Foundation enjoys the recognition of institutions, associations and media. In 2018, the

Foundation received the national “SaludFestival” award in its honorary section for its commitment

to culture and, in addition, the national and international “2018 Gourmet Excellence” award for the

“Accessible Enotourism” project.

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As for the second objective linked to the preservation, conservation, accessibility and exhibition of

the heritage of the Osborne family, the Foundation has created an exhibition space of more than

2,000 square metres known as the “Toro Gallery”, which receives thousands of visitors every year.

The museum stands on a winery built in 1849, refurbished for this use, where traditional materials

such as wood, stone and densely packed crushed rock have been restored for this new purpose.

Other activities carried out by the Foundation during the 2018 financial year have been:

● Collaboration with the University of Cádiz as a panel in the evaluation of the ATREBT 2018

awards, the objective of which is the search for talent and support for entrepreneurship

among young university students in the province of Cádiz.

● 1st Edition of the Coach project with the Exit Foundation (in Cádiz): a training and

employment event with the aim of improving the employability of young people in

vulnerable situations

● Participation in a charity catwalk in collaboration with Caritas to finance training projects

that facilitate the employability of young people at risk of social exclusion in the province of

Cádiz.

● Promotion of the culture collaborating in the 3rd Edition of the Artistic Event “Art Puerto”

in the town of el Puerto de Santa María.

● Participation together with the chair and entrepreneurs of the University of Cádiz in

TOROLAB, the first factory of innovative solutions based on university knowledge in the

province of Cádiz.

● Aid for the labour market integration of young people in the province of Cádiz at risk of

social exclusion through a training project in the hotel and catering sector, in collaboration

with the SAFA Foundation.

● Project for inclusive visits to the wineries mentioned in section 4.

Association and Sponsorship Actions

The Osborne Group has been collaborating for decades with a large number of associations with

different natures and purposes, as well as developing sponsorship initiatives that allow it to give

greater visibility to its brands and obtain a closeness with consumers.

The professional or sectorial associations have been and are a constant in the regular development

of the institutional relations of the business group.

Currently, Mr Ignacio Osborne, Chair of Osborne, is also Chair of the Spanish Spirits Federation

and Chair of the Leading Brands of Spain Forum, two important business associations that bring

together not only the most important companies in the beverage sector, but the main companies

linked to the management of Spanish Brands and their internationalisation. In the recent past, Mr

Ignacio Osborne was also the chair of the Family Business Institute and chair of the Spanish Wine

Federation. These and other associations linked to our business activity allow us to work in a

coordinated way to achieve the objectives of each of the different associations of which Osborne is

a member.

In addition, some of the members of the company's management committee belong to other

management bodies and governing boards of sectorial associations linked to vineyards, wineries,

dehesas (oak forests), the rearing of the Iberian pig or tourism. In the case of Cinco Jotas, as

Vice-president of AECERIBER (Spanish Association of Iberian Pig Breeders), it is also a member

of the Board of IBERAICE, ASICI, ARAPOR or ANICE Huelva (National Meat Processing

Industries Association of Spain) or of the Jabugo Denomination of Origin; it is also part of the

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Denominations of Origin of Jerez and Rioja. It also forms part of the Tajo Irrigation Confederation

and has developed agreements with the universities of Huelva, Cordoba, Seville and Cádiz. We also

work in operative groups and projects associated with CSIC (Spanish National Research Council)

and INIA (National Institute for Agricultural and Food Research and Technology).

Other associative initiatives are also supported, such as Circulo Fortuny, a Spanish association

dedicated to the promotion and enhancement of Spanish brands linked to the luxury segment. This

initiative allows brands such as Cinco Jotas and the Old Osborne Wines category (VORS) to

interact with the media, contact national and international operators of this product category,

implement learning, develop studies, etc.

Finally, Osborne forms part of the Princesa de Girona Foundation as Trustees, one of the objectives

of which is to make the most of the talent of young people by providing them with appropriate

training and rewarding the most innovative initiatives. These goals are aligned and they produce

synergies with the goals of the Osborne Foundation. It is also a member of the Directors Club of the

Cajasol Foundation and of the Santa Cecilia Academy of Fine Arts.

There are many sponsorships developed by Osborne and its brands of a different nature depending

on the product and the market to which it is addressed. Other highlights include participation in

The 50 Best Restaurants, an annual event that awards the best restaurants in the world and is held in

different corners of the planet; the Basque Culinary Centre where Osborne invests, through its

5J brand, in sponsorship that allows the promotion of academic training in Iberian products and the

design of gastronomic challenges for students. This year Osborne was present on the menu of the

official dinner of the Oscar gala in Los Angeles through our brand Cinco Jotas and in the past

sponsoring the events Diálogos de Cocina (Kitchen Dialogues), Madrid Fusión and others that have

gastronomic themes. The Puerto de Santa María Fair and the Patio Festival (Fiesta de los Patios)

are also sponsored. Also in the festivities in honour of San Miguel, patron saint of Jabugo, an event

is held to cut ham for charitable purposes, where each year the entire proceeds are given to different

local associations.

In this sense, Osborne collaborates regularly with a great number of initiatives proposed to us by

the Local Councils where our production plants are located, with special emphasis on El Puerto de

Santa María and Jabugo, in which it carries out all kinds of cultural activities such as the Monkey

Week Festival or the Bahía Jazz Festival that it has been running together with the Department of

Culture of El Puerto for more than a decade, as well as the training of charitable ham cutters in

Jabugo.

Furthermore, throughout these years we have also sponsored sporting activities, offering our brands

and services to sporting events such as the Valderrama Golf Masters, the Open de España, the Open

de Andalucía and other tournaments organised by the European Tour in Spain.

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7.2. Subcontracting and suppliers

Regardless of the specific procedures established at the different plants, Osborne has a procedure

for the Approval and Evaluation of Suppliers, the purpose of which is to determine the validity of a

supplier in accordance with established requirements that evaluate the quality of the services

provided, economic capacity and solvency, the degree of compliance with the requirements

established by Osborne, already mentioned in previous sections, and with current and applicable

legislation, as well as its adherence to the Organisation's Code of Ethics and observance of other

relevant parameters in the area of Criminal Prevention.

7.3. Consumers

Osborne is very conscious and aware of the health of the consumer, collaborating actively with

various associations and organisations that advocate the responsible and moderate consumption of

alcohol. In particular, Osborne, as a member of the Spanish Spirits Federation and the Spanish

Wine Federation, is committed to their respective Self-regulation Codes aimed at ensuring

responsible consumption and suitable publicising of advertising campaigns.

As far as the meat sector is concerned, Osborne carries out a slow, hand-operated and controlled

curing process of our 100% Iberian acorn-fed ham that makes it toxoplasma-free, validated by a

research project that is in its final stage of development and verification, making it suitable, among

many other groups, for pregnant women. Likewise, a study carried out in collaboration with the

University of Huelva shows that our Iberian ham is heart-healthy.

Osborne also participates in a sectorial and national project to make embutidos healthier, consisting

of the reduction of salt and fat within them. This project is led by the Ministry of Health through

the Agency AECOSAN.

Measures for the health and safety of consumers

Osborne has defined in its Criminal Prevention Model the criminal risks derived from the crime of

fraud, that related to the market and consumers, crime related to public health and breaches related

to information and labelling of products and services, as well as those derived from breaches

related to marketing communications, establishing as usual the necessary policies and indicators in

its IT application.

Furthermore, the Code of Ethics, the Criminal Prevention Model and the Personal Data Processing

and Protection Policies include the necessary mechanisms to guarantee the privacy of Osborne

customers at the highest level, demonstrating with them a deep commitment to acting diligently in

this area and strictly complying with the new General Data Protection Regulations.

Finally, the new Osborne Supplier Approval Policy requires accreditation of compliance with

ethical standards related to these aspects, including the respect of our Code of Ethics.

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Complaint systems, complaints received and their resolution

Osborne has its consumers and customers present in each of the production and marketing

processes of its products, as well as in its restaurants and visitor centres. To this end, it has a system

for dealing with complaints and grievances in order to improve any part in the process of the

production and marketing chain of its products, as well as to deal with possible requests,

complaints, grievances and suggestions from customers of our restaurants and visitor centres,

complying with a series of policies and ethical values as well as specific regulations in this area.

In the purely civil and administrative field, only six cases of non-compliance related to the

information and labelling of products and services have been dealt with, all for less than

10,000 Euros.

In addition, in order to prevent and respond to possible criminal breaches, the Criminal Prevention

Model includes and establishes specific controls to prevent the crime of fraud, crime related to the

market and consumers, and crime related to public health.

With regard to issues related to privacy and marketing communications, no breaches of this type or

reports of alleged crimes have been recorded during 2018.

7.4. Tax information

The purpose of Osborne's tax policy is to ensure compliance with the regulations applicable in all

the tax territories in which the Group operates, in line with the activity carried out in each of them.

At Group level, the detail, by country, of the corporate income tax expense, tax liabilities with the

tax authorities for this tax for the financial year, grants received, deductions applied in the financial

year in the aforementioned tax and the related pre-tax profits, is as follows:

Country

Thousands of euros

Corporate income

tax rate

Corporate income

tax expense Profit Before Tax

Corporate tax

deductions Grants received

Spain 3,196 3,645 16,629 285 341

United Kingdom - - - -

Portugal 12 58 1,080 - -

China - - 120 - -

Brazil 197 - (2,004) - -

USA - - 168 - -

Total 3,405 3,703 15,993 285 341

Rate Expenses

Real IT rates (Nominal rate in

Spain 25%) 21,2% 23,1%

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8. Table of contents required by Law 11/2018

Contents of Law 11/2018 NFIS Standard used Page of the Report

Business Model

Description of the group's

business model

A brief description of the group's business model, including its business environment, organisation and structure, the markets in which it operates, its objectives and strategies, and the main factors and trends that may affect its future development.

GRI 102-2, GRI 102-4, GRI 102-6, GRI 102-7, GRI 102-15

Pag. 2-3

Information on environmental issues

Policies

Policies applied by the group, including the due diligence procedures applied to identify, assess, prevent and mitigate significant risks and impacts, and for verification and control, as well as the measures that have been adopted.

GRI 103-2, GRI 103-3 Pag. 5-7

Main risks

Main risks related to those issues linked to the group's activities, including, where relevant and appropriate, its commercial relations, products or services that may have negative effects in those areas, and how the group manages those risks, explaining the procedures used to identify and evaluate them in accordance with the national, European or international frames of reference for each field. This should include information on the impacts that have been identified, giving a breakdown of these impacts, in particular on the main risks in the short, medium and long term.

GRI 102-11, GRI 102-15 Pag. 3-7

General

− Effects of the company's activity on the environment, health and safety.

GRI 102-15, GRI 102-29 Pag. 5-7

− Environmental assessment or certification procedures,

GRI 102-11, GRI 102-29, GRI 102-30

Pag. 6

− Resources dedicated to the prevention of environmental risks.

GRI 102-29 Pag. 6-7

− Application of the precautionary principle. GRI 102-11 Pag. 5-7

− Provisions and guarantees for environmental risks.

GRI 307-1 Pag. 6-7

Pollution

Measures to prevent, reduce or repair carbon emissions that seriously affect the environment, taking into account any form of air pollution specific to an activity, including noise and light pollution.

GRI 103-2, GRI 302-4, GRI 302-5, GRI 305-5, GRI 305-7

Pag. 7-8

Circular Economy and

waste prevention and management

Measures for prevention, recycling, reuse, other forms of recovery and disposal of waste. Actions to combat food waste

GRI 103-2, GRI 301-1, GRI 301-2, GRI 301-3, GRI 303-3, GRI 306-1, GRI 306-2, GRI 306-3

Pag. 8-10

Sustainable use of resources

Water consumption and water supply according to local constraints

GRI 303-1 Pag. 9-10

Consumption of raw materials and measures taken to improve the efficiency of their use

GRI 301-1 Pag. 8-9

− Direct and indirect energy consumption, − Measures taken to improve energy efficiency. − Use of renewable energies.

GRI103-2. GRI 302-1, GRI 302-2, GRI 302-4, GRI 302-5

Pag. 7-8

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Contents of Law 11/2018 NFIS Standard used Page of the Report

Climate Change

Greenhouse gas (GHG) emissions. GRI 305-1, 305-2, GRI 305-3

Pag. 7-8

Measures to adapt to Climate Change. GRI 102-15. GRI 103-2, GRI 201-2, GRI 305-5

Pag. 7-8

Reduction targets voluntarily set in the medium and long term to reduce GHG emissions and means implemented to that end.

GRI 103-2 Pag. 8

Protection of biodiversity

Measures to preserve or restore biodiversity. GRI 103-2, GRI 304-3 Pag. 11

Impacts caused by the activity. GRI 304-2 Pag. 11

Information on social and personnel issues

Policies

Policies applied by the group, including the due diligence procedures applied to identify, assess, prevent and mitigate significant risks and impacts, and for verification and control, as well as the measures that have been adopted.

GRI 103-2, GRI 103-3 Pag. 11-21

Main risks

Main risks related to those issues linked to the group's activities, including, where relevant and appropriate, its commercial relations, products or services that may have negative effects in those areas, and how the group manages those risks, explaining the procedures used to identify and evaluate them in accordance with the national, European or international frames of reference for each field. This should include information on the impacts that have been identified, giving a breakdown of these impacts, in particular on the main risks in the short, medium and long term.

GRI 102-11, GRI 102-15 Pag. 3-7, 11-21

Employment

− Total number and distribution of employees by gender, age, country and job classification.

GRI 102-7, GRI 102-8, GRI 401-1, GRI 405-1

Pag. 13

− Total number and distribution of employment contract types.

Pag. 12

− Average annual number of permanent, temporary and part-time contracts by gender, age and job classification.

Pag. 12

− Number of dismissals by gender, age and job classification.

Pag. 14

− Average remuneration by gender, age and job classification or equal value.

GRI 102-35, GRI 102-36. GRI 201-3, GRI 202-1, GRI 405-2

Pag. 16

− Wage Gap. Pag. 15

− Remuneration of equal or average jobs in the company.

Pag. 16

− Average remuneration of directors and senior managers, broken down by gender.

Pag. 16

− Work disconnection measures. GRI 103-2 Pag. 16

− Employees with disabilities. GRI 405-1 Pag. 12

Organisation of work

− Organisation of working time. GRI 102-8, GRI 103-2 Pag. 16

− Number of absence hours. GRI 403-2 Pag. 18

− Measures to facilitate a work-life balance. GRI 103-2 Pag. 16

Health and safety

− Health and safety conditions at work. GRI 103-2 Pag. 17

− Accident rate indicators broken down by gender.

GRI 403-2, GRI 403-3 Pag. 17-18

− Work-related illnesses. GRI 403-2, GRI 403-3 Pag. 17

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Contents of Law 11/2018 NFIS Standard used Page of the Report

Social Relations

− Organisation of social dialogue. GRI 102-43, GRI 402-1, GRI 403-1

Pag. 18

− Percentage of employees covered by collective bargaining agreements.

GRI 102-41 Pag. 19

− Balance of collective agreements in the field of health and safety at work.

GRI 403-1, GRI 403-4 Pag. 18

Training − Training policies. GRI 103-2, GRI 404-2 Pag. 19

− Total hours of training by job categories. GRI 404-1 Pag. 19

Accessibility − Universal accessibility for people with

disabilities. GRI 103-2 Pag. 19

Equality

− Equality measures between men and women.

GRI 103-2

Pag. 20-21

− Equality plans. Pag. 20

− Measures to promote employment. Pag. 14, 22-23

− Protocols against sexual and gender-based harassment.

Pag. 20

− Universal accessibility for people with disabilities.

Pag. 19-20

− Anti-discrimination policy and diversity management.

GRI 103-2, GRI 406-1 Pag. 20

Information on respect for human rights

Policies

Policies applied by the group, including the due diligence procedures applied to identify, assess, prevent and mitigate significant risks and impacts, and for verification and control, as well as the measures that have been adopted.

GRI 103-2, GRI 103-3 GRI 412-2

Pag. 21

Main risks

Main risks related to those issues linked to the group's activities, including, where relevant and appropriate, its commercial relations, products or services that may have negative effects in those areas, and how the group manages those risks, explaining the procedures used to identify and evaluate them in accordance with the national, European or international frames of reference for each field. This should include information on the impacts that have been identified, giving a breakdown of these impacts, in particular on the main risks in the short, medium and long term.

GRI 102-11, GRI 102-15 Pag. 3-7, 21

Human Rights

− Application of due diligence procedures.

GRI 102-17, 103-2, GRI 419-1

Pag. 21

− Measures for the prevention and management of possible abuses.

− Complaints about human rights violations.

Pag. 21

Pag. 21

− Promotion and compliance with the provisions of the ILO.

Pag. 16,18 and 21

Information relating to the fight against corruption and bribery

Policies

Policies applied by the group, including the due diligence procedures applied to identify, assess, prevent and mitigate significant risks and impacts, and for verification and control, as well as the measures that have been adopted.

GRI 103-2, GRI 103-3, GRI 205-2

Pag. 3-5

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Contents of Law 11/2018 NFIS Standard used Page of the Report

Main risks

Main risks related to those issues linked to the group's activities, including, where relevant and appropriate, its commercial relations, products or services that may have negative effects in those areas, and how the group manages those risks, explaining the procedures used to identify and evaluate them in accordance with the national, European or international frames of reference for each field. This should include information on the impacts that have been identified, giving a breakdown of these impacts, in particular on the main risks in the short, medium and long term.

GRI 102-11, GRI 102-15 Pag. 3-7, 21-22

Corruption and bribery

− Measures to prevent corruption and bribery GRI 103-2 Pag. 21-22

− Measures to combat money laundering. GRI 103-2 Pag. 21-22

− Contributions to foundations and non-profit entities.

GRI 103-2, GRI 201-1, GRI 203-3. GRI 415-1

Pag. 22

Information on society

Policies

Policies applied by the group, including the due diligence procedures applied to identify, assess, prevent and mitigate significant risks and impacts, and for verification and control, as well as the measures that have been adopted.

GRI 103-2, GRI 103-3 Pag. 22-23

Main risks

Main risks related to those issues linked to the group's activities, including, where relevant and appropriate, its commercial relations, products or services that may have negative effects in those areas, and how the group manages those risks, explaining the procedures used to identify and evaluate them in accordance with the national, European or international frames of reference for each field. This should include information on the impacts that have been identified, giving a breakdown of these impacts, in particular on the main risks in the short, medium and long term.

GRI 102-11, GRI 102-15 Pag. 3-7, 21-26

The company's commitment to

sustainable development

− Impact of the company's activity on employment and local development.

GRI 203-1, GRI 203-2, GRI 204-1, GRI 413-1, GRI 413-2

Pag. 14, 22-23

− Impact of the company's activity on local populations and territory.

Pag. 14, 22-23

− Relationships maintained with local communities.

GRI 102-43, GRI 413-1 Pag. 22-24

− Association and sponsorship actions. GRI 102-13, GRI 203-1, GRI 201-1

Pag. 23-24

Subcontracting and suppliers

− Inclusion of ESG issues in the purchasing policy.

GRI 102-9, GRI 103-3, GRI 407-1, GRI 409-1, GRI 414-2

Pag. 25

− Consideration in relations with suppliers and subcontractors of their social and environmental responsibility.

Pag. 21-22,25

− Supervision systems and audits and their results.

Pag. 25

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Contents of Law 11/2018 NFIS Standard used Page of the Report

Consumers

− Measures for the health and safety of consumers.

GRI 103-2, GRI 416-1, GRI 416-2, GRI 417-1

Pag. 25-26

− Complaints and complaint management system.

GRI 102-17, GRI 103-2, GRI 418-1

Pag. 26

Tax information

− Profits obtained by country. GRI 201-1

Pag. 26

− Income tax paid. Pag. 26

− Public grants received. GRI 201-4 Pag. 26

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The Directors of Grupo Osborne, S.A., having met on 24 April 2019 and in

compliance with the requirements established in article 253.2 of the Consolidated

Text of the Spanish Enterprise Act and article 37 of the Spanish Commercial Code,

proceeded to prepare the Non-Financial Information Statement for the financial

year between 1 February 2018 and 31 January 2019.

Mr Ignacio Osborne Cólogan

Chair

Mrs Sofía Osborne Coloma

Vice-Chair

Mr Fernando Terry Osborne

Managing Director

Mr Tomás Osborne Gamero-Cívico

Board member

Mr Jorge Osborne Cólogan

Board member

Mr Rafael Osborne Fernández

Board member

Mrs Blanca Osborne Fernández

de Peñaranda

Board member

Mr Enrique Osborne Sanz-Magallón Vice-

Secretary Director

Ms Beatriz Osborne Osborne

Board member

Mr Fernando Osborne Blanco

Board member

Mr Francisco Ballester Almadana

Board member

And for the record, I sign this Document in El Puerto de Santa Maria (Cádiz) on

24 April 2019.

Ms Adela Lario Rivas

Secretary (non-director) of the Board of Directors

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