This document sets out the tax strategy for Ormazabal UK Limited and its UK subsidiaries (herein referred to as “Ormazabal UK”) as required by Part 2 Schedule 19 of Finance Act 2016. The document is effective for the year ending 31 December 2023 and will be periodically reviewed and updated.

Ormazabal UK is part of the Velatia S.L Group (“Velatia”, “the Group”). The document outlines Ormazabal UK’s policy and approach to conducting its tax affairs and dealing with tax risk in conjunction with the Velatia Group Corporate Tax Policy.

This tax strategy applies to UK and non-UK taxation that Ormazabal UK is required to account for, including corporation tax, indirect taxes (including customs and excise duties) and employment taxes which are payable and reportable to HM Revenue & Customs (HMRC) or the applicable overseas tax revenue authority.

In accordance with the Velatia Corporate Tax Policy, Ormazabal UK’s tax strategy is to ensure compliance with the applicable tax regulations wherever it does business and within the framework of achieving the corporate interest and supporting the long-term business strategy by avoiding tax risks and inefficiencies in the execution of business decisions.

Ormazabal UK’s compliance with its tax obligations and its relations with the tax authorities shall be governed by the following principles, set out in the Velatia Corporate Tax Policy:

1. Compliance with tax regulations in the different countries and territories in which the Group operates, settling the taxes payable in accordance with the legal system;
2. Adoption of tax decisions on the basis of a reasonable interpretation of the applicable regulations and in close connection with the Group’s business;
3. Prevention and mitigation of significant tax risks, ensuring that taxation is appropriately related to the structure and location of the Group’s activities, human and material resources and business risks;
4. Strengthening of a relationship with the tax authorities based on respect for the law, loyalty, trust, professionalism, collaboration, reciprocity and good faith, without prejudice to any legitimate disputes which, while respecting the above principles and in defence of the social interest, may arise with these authorities regarding the interpretation of the applicable rules;
5. Information to the Board of Directors on the main tax implications of the transactions or matters submitted for its approval, when they constitute a relevant factor in forming its will.
6. Viewing the taxes that Group companies pay in the countries and territories in which they operate as their main contribution to the support of public services and, therefore, as one of their contributions to society.

Management of tax risks

The Velatia Board of Directors are responsible for approving Group investments and aim to ensure that the Group meets its commercial objectives, whilst ensuring it is compliant with its financial and tax obligations. The Velaria Board of Directors are supported by an experienced management team and the Group’s Internal Audit committee. The Ormazabal UK Board of Directors are responsible for the overall governance of the business.

The Velatia Group has an experienced Financial Management team and a Tax Task Force which have day to day responsibility for the Ormazabal UK’s tax governance, with appropriate support from trusted external advisors, works to ensure that:

• The tax strategy is adopted and followed consistently across the company, with clear lines of responsibility and accountability;
• There is alignment of the tax strategy with the Velatia Group’s overall approach to corporate governance and risk management set out in the Group Corporate Tax Policy; and
• Ormazabal UK pays the correct amount of tax required by law, at the correct time.

The Board of Directors considers sufficient controls and processes are in place to meet the Ormazabal UK’s tax strategy. The Velatia Group has a documented Risk Management and Control Policy, and the Group’s Internal Audit Committee are responsible for assessing controls in place to mitigate risks and reporting to the Velatia Board of Directors on the degree of compliance with Velatia Group Corporate Tax Policy on an annual basis.

Ormazabal UK engages external advisors for a wide range of tax support, including tax compliance and advisory support, and helping the company identify applicable UK tax law changes to ensure the Group is up to date on tax affairs and regulations.

Attitude to tax planning

Ormazabal UK’s attitude to tax planning is aligned with its core values and approach to doing business as set out in the Velatia Group Corporate Tax Policy. It does not participate in any artificial arrangements that are designed to secure tax advantages that are not intended by statute. All business decisions are driven by commercial factors and, in accordance with the Velatia Group Corporate Tax policy, any decision on any tax related matters will be based on reasonable interpretation of the legislation.

Ormazabal UK will utilise tax incentives and reliefs, provided that they are in alignment with the Group’s commercial aims and that use of such reliefs is in compliance with both the letter and the spirit of tax law in the relevant territory. The Velatia Group Corporate Tax Policy has set guidelines which prohibits the Group from setting any unclear structure for tax avoidance purposes.

Ormazabal UK regularly seeks support from professional advisors when tax matters arise:

• that are deemed sufficiently complex or material;
• where there is a significant degree of uncertainty;
• where tax guidance is unclear; or
• where there is insufficient expertise or knowledge to adequately assess the tax risks and consequences of transactions under consideration.

The level of risk the Group is prepared to accept for UK taxation

The Group has a very low tolerance for tax risks and will engage with external tax advisors to identify and mitigate potential tax risks associated with commercial transactions. Transactions are undertaken only if they are aligned with the commercial objectives of the business, and those transactions are compliant with all relevant laws including applicable tax laws. The Velatia Group Board of Directors have the overall responsibility of approving any business transactions and a report must be filled to the Board highlighting any tax consequences of the transaction prior to approval.

Working with HMRC

In accordance with the Velatia Group Tax Policy Ormazabal UK’s relationship with tax authorities (including HMRC) is based on respect for the law, loyalty, trust, professionalism, collaboration, reciprocity and good faith. Engagement with HMRC is professional, transparent and proactive across all relevant taxes and duties, to help ensure that its statutory and legislative tax requirements are met on a timely basis.

Where issues do arise, the Ormazabal UK seeks to resolve these through agreement with HMRC in a collaborative and timely manner. Where there is uncertainty in the tax position, support will be sought from external advisors.

This tax strategy was approved by the Board of Directors of Ormazabal UK Limited on October 23, 2023.