Compliance

Preliminary remark

The Code describes the basic rules for conduct in business transactions and cooperation within the company group of Progroup AG (hereinafter referred to as "Progroup" or the "Company") with regard to the 12 most important key aspects. Responsible and legally compliant action is the basis for trust within the Company as well as in relations with customers, suppliers and other business partners. The Code is an expression of the corporate culture geared to this, and its observance by the executive bodies and employees of Progroup is the top priority.

1.   Fair competition
In the interest of all market participants, competition and antitrust law seeks to safeguard and maintain free and undistorted competition.
Antitrust law requirements and prohibitions concern, in particular, the prohibition of arrangements between competitors with respect to prices, division of territories, non-interference with another’s customer relations or production volumes as well as the prohibition of the abuse of a dominant market position.
Strict compliance with all competition and antitrust regulations is of the utmost importance for all Progroup employees. Exceptions from these principles are not permissible.

2.   Prohibition of corruption, bribery and granting of undue advantages; dealing with benefits granted
We do not tolerate corruption, bribery or granting of undue advantages – irrespective of their form. In connection with our business activities, no personal advantages must be requested and, as a general rule, no personal advantages must be accepted, offered or granted. This also applies in countries in which customs may be different. Irrespective of this, situations may arise which, although not covered by the above prohibition, are likely to call into question the judgement of our employees or business partners. This applies, in particular, to gifts and invitations. Each of us is obliged to always be aware of the associated risks and to consult his or her superior in cases of doubt.

3.   Anti-money laundering
We only work with trustworthy business partners. All necessary and appropriate anti-money laundering measures shall be taken to prevent in advance that the true origin of illegally obtained proceeds can be concealed. Suspicious transactions relating to money laundering, terrorist financing or the concealment of the beneficial owner are identified by us and reported to the competent authorities as required.

4.   Safety and environmental responsibility
The prevention and safe control of risks for human beings and nature is a substantial part of responsible conduct. This applies to all areas of our Company, in particular to production. The balancing of production costs and product safety must at all times favour safety.

Observance of all safety regulations is indispensable, irrespective of whether they are provided for by the law, imposed by competent authorities or contained in company policies. Each person shares responsibility for the safety of his or her working environment.

To us, environmentally conscious behaviour is not just an entrepreneurial duty, but also constitutes an important prerequisite for maintaining the natural resources and, thereby, our economic efficiency and competitiveness in the long term. As a matter of principle, we pursue a responsible approach to natural resources. Compliance with the respective applicable environmental protection regulations is regarded as a minimum standard.

5.   Human rights and social responsibility
Every company is obligated to respect human rights. As Progroup, we want to ensure that no human rights are violated at our company or along our value chains. All employees, business partners and relevant stakeholders are called upon to actively contribute to this goal. As a company, we strive every day to help enforce internationally recognized human rights wherever possible. We are expressly committed to the following standards:

• United Nations Universal Declaration of Human Rights
• Fundamental Principles and Rights at Work of the International Labor Organization

We attach particular importance to the prevention of human trafficking, forced labor, child labor and discrimination of any kind at Progroup and our business partners. Moreover, we are committed to ensure that the rights to freedom of association and collective bargaining are safeguarded and that work of equivalent value will be rewarded with equal pay.

We comply with legal regulations to ensure fair working conditions, including those on working hours and privacy. In all areas of Progroup the working conditions must ensure, at all times, that these rights and standards are complied with.

6.   Prohibition of discrimination
All employees are entitled to a fair, polite and respectful treatment by superiors and colleagues.
Nobody must be discriminated, i.e., be disadvantaged on the grounds of race or ethnic origin, gender, religion or belief, any disability, age or sexual orientation or based on other personal characteristics.

All of us are obligated to respect the personal dignity and privacy as well as other personal rights of other persons. Harassment of a sexual and non-sexual nature, as well as any kind of unwanted physical contact are prohibited.

7.   Donations and sponsoring
Our donations and our sponsoring are transparent and oriented toward the common good. We mainly support local, regional and charitable activities and organizations. The selection and approval follow a process defined by the management board. We do not expect anything in return for our donations. No donations are made to political parties, politicians, officeholders or political candidates.

'
8.   Protection of company property, intellectual property and trade secrets
As a general rule, the property of the Company may only be used for business purposes and in an appropriate manner, unless private use is expressly permitted. Company property may not be misused for private purposes or made available to third parties to the extent that this would impair the interests of the Company. Each of us is obligated to protect this property from loss, damage or theft. Office supplies and work materials, commercial samples and products also constitute company property.

Furthermore, each of us is responsible for the protection of and is obligated to do what is necessary in order to protect the intellectual property of Progroup, such as patents, trademarks or know-how, from attacks by third parties or loss. Vice versa, we too must respect the intellectual property of third parties.

Trade secrets and other information relevant to the undertaking must be treated confidentially and with great care and must be protected against access by unauthorised persons. Employees who have access to trade secrets and confidential information must not pass such secrets or information on to third parties or use such secrets or information for any other purpose but business purposes.

9.   Avoidance of conflicts of interest
Each of us must notify his or her superior, who will request the approval of the management, of the intended acceptance of any position in another undertaking or of the engagement in any remunerated ancillary activities or of the intention of any active entrepreneurial operations outside of Progroup. The same notification obligation vis-à-vis the superior and the requirement of the approval of the management apply to equity investments in and participations in the profit of unlisted companies, which are competitors or business partners (suppliers, service providers, customers and the like) of Progroup.

In day-to-day business, we may be confronted with decisions in which the interests of the Company conflict with our personal interests. Such conflicts of interest between the work owed by any employee under the employment agreement and his or her personal interests should be avoided. If they nevertheless occur, they must be resolved in accordance with the law and the applicable policies. In the event of any private expressions of opinion in public, employees should not refer to their function within the Company.

Conflicts of interest may also arise within Progroup. In the event that such conflicts of interest arise or are imminent (e.g. in case of the conclusion or performance of agreements with other group companies), their solution must be co-ordinated with the management.

10. Truthful and complete accounting in compliance with the law
Conducting transactions, including the use of assets or funds of companies of Progroup, is permitted only if the respective transactions are booked and recognised in accounting properly.

All entries in the books and records of Progroup must be true, complete and accurate. They must be made without any gaps and in accordance with the applicable accounting provisions.

Payment requests as well as payments must be filed or, respectively, made exclusively in the Company's interest and only with respect to legally permitted purposes. They must correspond to the respective payment documentation.

11. Economical use of company resources
The need for economical use of company resources is self-evident. In each case of the use of property and funds, but also of personnel, it must be examined, whether such use is made in the interest of Progroup.

12. Ambassador for the undertaking
With respect to our actions, all of us are perceived as representatives of the Company. We need to be aware of this fact every day anew. Conduct that damages our reputation is not tolerated. By contributing to the positive perception of Progroup by means of our work and our personal conduct, we also contribute to the economic success of the Company.

Landau, in September 2023

Progroup AG
The Management Board