Programme rules

Presentation. Construcciones y Auxiliar de Ferrocarriles S.A., (hereinafter, “CAF”) is an international company engaged in the design, manufacture, supply and maintenance of equipment and components for railway systems. It is listed on the Spanish Stock Exchange with over seventy (70) subsidiaries around the world, standing amongst the major players in its sector.

Innovation. CAF is steadfastly committed to innovation from a technological, production process and market standpoint.

CAF Ventures Programme. CAF's dedication to innovation gave rise to the CAF Ventures corporate investment programme (hereinafter referred to interchangeably as “Programme” or “CAF Ventures Programme”). The programme selects innovative projects (with particular interest in business model innovation), with high potential growth and in a process of expansion to provide them with resources to (i) promote growth and expansion and (ii) promote their integration in the CAF group company network via the joint development of a Strategic Plan.

Provisions. When developing the CAF Ventures programme, CAF will agree on a Strategic Plan with the selected project which will serve to establish the resources CAF will make available for the project over the course of the three year term, as described in the sixth stage of the regulatory basis for the selection process.

Candidates. The CAF Ventures programme targets companies (initially between 2 and 4 years old), which have been set up in line with applicable standards, with innovative business models, principally engaging in the following areas in relation to CAF group's main corporate purpose, boasting high growth potential and currently undergoing expansion, as follows:

  • Land Transport Systems: Business models in the land transport framework including initiatives relating to railways and other land transport systems, as well as multimodal land transport networks.
  • Advanced Manufacturing Systems: New business models based on intermediate manufacturing systems falling between mass and conventional production and highly customised production.

Participation

  • Call: open permanently.
  • Application registration: Applications to participate in the Programme will generally be registered using the digital resources provided to this end on the website http://www.caf-ventures.com/ (hereinafter, the “Web”), where applicants can find the application form (hereinafter, the “Form”) which must be filled out and submitted. Submitting the form digitally implies that the applicant accepts and undertakes to fulfil the obligations in these bases and, to this end, accepts the Programme described therein.
  • All details and information the applicant provides must be correct, true and complete. The applicant assumes all responsibility if these details are false or inaccurate. CAF is entitled to reject an application to participate should the applicant provide false, inaccurate or misleading information. The applicant acknowledges and accepts that they are disclosing their project under their own sole responsibility and at their own risk and on their own account. They also accept to hold CAF harmless from any claims placed from third parties relating to their company.
  • Request amendment: once the applicant has submitted a application to participate in the Programme, CAF will review this proposal and, when applicable, request any information that has not been provided, giving the applicant a set time to amend the application. If the applicant fails to submit the required information in this time frame, the application will automatically be rejected, and any obligations assumed by the parties by virtue of accepting this document will be terminated immediately.
  • Improper use: CAF reserves the right to automatically deregister any applicant who defrauds, modifies or renders inoperable the proper functioning and the ordinary and standard course of the selection process, who engages in unsound practices to gain advantage over other candidates by fraudulent means, such as through the use of inside information, improper tampering, and/or who performs any practices considered contrary to the spirit of the CAF group operating principles.
  • Unless otherwise expressly authorised, submitting an application shall not entail any applicant rights to use any of CAF's industrial and intellectual property rights.

Selection. CAF will engage in a thorough candidate selection process to detect, select and invest in, as applicable, those companies showing the most potential. The selection process will be generally made up of the following stages:

1st stage: Reception and Shortlisting of Candidates.-

  • CAF will receive the Forms requesting participation, primarily from their Website. Apart from applicant details, the Form will also contain a description of the company, the business opportunity and the team.
  • CAF will shortlist candidates based on (i) the strategic alignment of the applicant companies with CAF, (ii) the performance and potential of these companies and (iii) the entrepreneurial and management skills of the team.
  • The applicant acknowledges that being shortlisted for the Programme does not entail any obligation on CAF's part to ultimately select the project, or execute part or all of the offer.

2nd stage: Face-to-Face Meeting.-

  • In line with the above, shortlisted companies will be called to present their projects in a face-to-face meeting with CAF. In this stage, CAF may request further information from shortlisted candidates. The parties will disclose information signing the appropriate reciprocal confidentiality Agreement.
  • Further to the face-to-face meeting, CAF will select those candidates most strategically aligned with the CAF group, at its own discretion.

3rd stage: Value and Business Due Diligence-

  • The applicants selected following the aforementioned face-to-face meeting will be subjected to value Due Diligence . This consists in assessing knowledge assets for a broader perspective of the opportunities and possibilities applicants could provide the CAF group, as well as the synergies CAF's assets and capabilities could generate.
  • Business Due Diligence will also be performed, analysing the key features of the company's current business, such as: strategic plan, business plan, customers and markets, balance sheets and statements of income, economic forecasts, cash flows, etc.
  • Based on the aforementioned assessment criteria, the selected candidates will receive an email informing them that they have been selected to continue to the next stage in the selection process.

4th stage: Letter of Intent.-

  • To this regard, further to the aforementioned Due Diligences, CAF will send the selected companies a letter essentially explaining the commitment or intention to continue conversations to reach a final agreement, the agreements reached to date on which to base future negotiations and temporary mandatory rules, with a view towards organising the growth, expansion and investment process.
  • To advance to the next stage, following assessment, the letter of intent must be signed by the company it is addressed to.

5th stage Legal and Fiscal Due Diligence .-

  • The letter of intent will expressly indicate that, once signed, the most relevant aspects of the project will be legally and fiscally reviewed to ascertain the present status of the company. This process will begin with an additional request for information / documentation.
  • The legal and fiscal Due Diligence will be concluded with a Report indicating the potential contingencies detected and their quantification, as applicable.
  • Based on the Due Diligence results, CAF will make a final decision as to whether to include the candidate companies in the CAF Ventures programme or not.

6th stage Final selection of companies, drafting of the strategic Plan, signing of the Agreement for investment and inclusion in the CAF Ventures Programme.-

  • Those companies ultimately selected, based on the aforementioned assessment criteria, will be notified and invited to participate in the CAF Ventures Programme.
  • The selected companies which accept this invitation to participate in the Programme, will negotiate and sign the “Investment Agreement” with CAF. This will govern the relationship between the parties over the long-term and the investment to be made, with the schedule and terms, based on previously made agreements, so the selected company receives the resources required for accelerated growth and to ensure it is prepared to join the CAF group.
  • Signing this Agreement indicates the company has joined the CAF Ventures Programme.
  • The investment Agreement will include an appended strategic Plan established by the parties. This serves as a roadmap for the Programme, setting out objectives and actions for the next three years, in terms of strategic and tactical aspects, and will establish the resources CAF will make available to the company over the course of said term. These may consist in:
    • Business model development assessment.
    • Specialist training related to similar fields to CAF.
    • Networking and access to CAF's contact network.
    • Approximate direct investment of FIVE HUNDRED THOUSAND EUROS (€ 500,000).
  • At the end of the Programme's three year term, the company will leave the growth and expansion programme to operate autonomously in the CAF Group.

Notwithstanding the above, CAF will be free to determine the candidate selection criteria at the end of each stage. Any registered applicants who are not selected will be notified via email, in the relevant stage.

In any case, CAF will retain ultimate authority for the calling, shortlisting and final selection of projects.

Notwithstanding the fact companies will be generally be selected to participate in the CAF Ventures Programme in line with the aforementioned process, CAF will be free to modify all or part the selection process, according to the specific circumstances and nature of each applicant company.

Communications. Each company must include an interlocutor in the Form who will serve as the contact person between the applicant and CAF. To this regard, at least the following information will be included in the Form: Name, Surnames, position in the company, email address and telephone number. Any communication relating to Programme participation will be via email and addressed to the interlocutor appointed by the company at the email address entered in the Form.

Applicant Liability. Applicants will be liable to CAF and their related companies for all direct or indirect consequential or immediate damages incurred or which could be caused by breach of these bases. Assumption of this liability will extend to immediate, mediate and future consequences. Applicants will also be liable to CAF, under the same terms, when an application to participate in the CAF Ventures Programme, and the disclosure of information relating to their projects, infringes upon the rights of third parties, and they will compensate CAF and third parties affected by all damages incurred, including all manner of claims, judicial or extrajudicial proceedings, always including professional fees incurred for lawyers, defence attorneys and other professionals.

Terms and Conditions of Use of the Website. By submitting the form the applicant accepts to use the CAF Ventures Platform according to the Conditions and Terms of Use on the Website which must be expressly accepted when the site is accessed.

Confidential Information. All corporate, scientific, technical, commercial or any other form of information or document provided by the applicant within the framework of the Programme will be considered Confidential Information. CAF can only use Confidential Information specifically for the Programme, and only to the extent necessary for this purpose. In particular, CAF undertakes to adopt the appropriate measures to ensure no unauthorised third parties can access Confidential Information, and to apply the same diligence, with regards to Confidential Information, as they would use to protect their own confidential information. When an applicant is shortlisted and called to attend a face-to-face meeting with CAF, pursuant to the current bases the applicant must sign a confidentiality Agreement to protect any confidential information disclosed between CAF and the applicant.

Personal Data Treatment. To the extent which the data disclosed to participate in the Programme, by filling out the Form, relates to their status as business owners, and the Business to Business use CAF will subsequently make of this, treatment of this information is excluded from the scope of application of the standards on data protection, by virtue of article 2.2 of the Regulation Implementing Organic Law 15/1999, of 13 December, approved by Royal Decree 1720/2007, of 21 December.

Notwithstanding, as this standard could apply, the applicant accepts and authorises treatment of their details to participate in the Programme.

Regarding personal details of other natural persons which may be included in the Form (e.g. main investors), the applicant states they have received the appropriate consent from these persons authorising CAF to compile and process their personal details. To this regard, before disclosing details, the applicant undertakes to inform these other natural persons of the points contained herein.

In any case, whenever applicable, they can exercise their rights to access, modification, cancellation and opposition, in the terms established in the applicable standards. To this regard, applications can be sent via the contact form on the Portal with an indication of the user's name, surnames, contact telephone number and a photocopy of their National Identity card or official document confirming identity.

CAF will treat all details with the strictest confidentiality, upholding their responsibility to keep this information secret, according to the applicable standards. To this regard it will employ the appropriate technical and organisational measures to guarantee the date is secure and to avoid alteration, loss, unauthorised access or treatment, taking account of the state of technology used, the nature of the stored data and the risks to which it is exposed.

Miscellaneous

  • CAF can unilaterally amend or update these bases at any time, as well as the content in the supports therein. The only means of notice required is the publication of the new version on the Website.
  • CAF does not guarantee the availability and continued functioning of the Website and of the services the Website provides as it is constantly updated. Consequently, CAF cannot guarantee permanent and fault-free platform operation. Nor will CAF assume liability for damages incurred by the applicant for not using or not being able to use the information or services this Website provides. CAF will not be held liable for any damages caused by interferences, omissions, interruptions, computer viruses or shutdowns of the portal, regardless of the reason.
  • CAF and the applicant retain all the rights, titles and interests of their respective trademarks, including their will to maintain and conserve them, notwithstanding any previous agreements made.
  • Neither CAF nor the applicant can use registered trademarks or any other registered brand or trade name of the other party or any words, symbols, or similar designs which may be mistakenly confused, for commercial use, whether as part of their corporate name or of the name of any product of their counterpart.
  • Items appearing in any advertising placement of these bases must be accordingly authorised by CAF.
  • Brands, notices, commercial names, business advertising, drawings, designs, logotypes, texts, etc. on the Website are the sole property of CAF, or of third parties who have previously expressly authorised CAF to use them. The use or exploitation, by any means, of any content on the Website, without advance written consent from CAF, is strictly prohibited. The design and content of the portal is protected pursuant to applicable legislation relating to the protection of industrial and intellectual property and copyright. It is strictly prohibited to modify, copy, distribute, transmit, display, publish, edit, sell or, in any other manner, exploit the design and content of the Website.
  • Submitting the Application Form, CAF's use of this Form, the selection of a company or any mention in these bases will never been construed as an offer or contract to work with CAF. In any case, it is assumed that applicants send their application voluntarily, exempting CAF from any responsibility if this is not the case.

Applicable Law and Jurisdiction CAF and the applicant are subjected to Spanish Law with regards to the interpretation of and compliance with these bases. Any dispute arising from the interpretation or execution of this document will be directly settled by the parties. To this regard, the parties agree to use, in good faith, their utmost efforts to reach an amicable solution to disputes, abiding by the common cause expressed in said document, within 15 (fifteen) working days as of the date any of the parties submit a written claim to the other party, where a lack of response response from the other party does not defer the aforementioned deadline. Any dispute, controversy or claim arising out of this document or its interpretation that may not have been settled as provided in the previous section, or relating to breach, termination or invalidity thereof, shall be settled by arbitration. Arbitration will be conducted in the Arbitration Court of the Chamber of Guipúzcoa (Spain) in Spanish. The arbitration award will be final and conclusive, waiving any rights to legal action against the same.