Code of Ethics

1. INTRODUCTORY PROVISIONS

This directive adopts the Code of Ethics of the KAPRAIN Group (hereinafter referred to as the "Group") and is binding for all employees of Rubena, s.r.o. (hereinafter referred to as the "Employer").

The aim of this code of ethics (hereinafter referred to as the "Code of Ethics") is to define the fundamental rules that the KAPRAIN Group abides by when performing its day-to-day business operations, and to determine the respective responsibilities of the KAPRAIN Group and its employees. The Code of Ethics provides a framework within which all other internal regulations of the KAPRAIN Group and the Employer are to be interpreted.

The KAPRAIN Group requires compliance with the rules of the Code of Ethics within all of its operations and under any circumstances. For this purpose it has passed this Code of Ethics which summarizes the fundamental values of the Group, in order to facilitate their understanding, interpretation and application in day-to-day operations both for the Group and all of its employees.

Compliance with rules, values and principles stated in the Code of Ethics is a matter of high priority for the Group; the Group does not tolerate any violations neither on the part of any of its companies, nor on the part of its employees.

The list of the rules in the Code of Ethics is not and cannot be complete. In situations, problems and relationships that are not specifically regulated by the Code of Ethics, the KAPRAIN Group and its employees act in accordance with the principles and goals of the Code of Ethics, international treaties, good manners, rules of ethics, morale and fair business transactions, to meet and develop a good name and reputation of the KAPRAIN Group.

2. TERMS AND DEFINITIONS

In the text of this Code of Ethics, the following terms are used with the following meanings:

Corporate Compliance – a system of control mechanisms which aim to prevent illegal and/or unethical behaviour of the KAPRAIN Group and its employees

Whistleblower – a whistleblower in terms of Section 2(b) Act No. 171/2023 Sb. on whistleblower protection, or any person submitting a report concerning a violation of this Code of Ethics, of legal regulations, or of any laws and obligations related to RUBENA, s.r.o. company

Legal department – legal department of the KAPRAIN Services a.s. company, which represents a legal division within the KAPRAIN Group and is competent to act within the Corporate Compliance system

KAPRAIN Group - KAPRAIN HOLDINGS LIMITED company, with its registered office at Giannou Kranidioti 9, 1065 Nicosia, Cyprus, registered in accordance with Chapter 113 of the Business Company Act under registration number HE 318384, and the persons controlled by it, both individually and as a whole, in terms of section 74 of Act no. 90/2012 Sb. of the Business Corporations Act, as amended.

Senior employee – a person who is, at individual levels of hierarchy, authorized to assign work to subordinate employees, organize, manage and supervise their work and give binding instructions for this purpose

Employee – any natural person employed by the KAPRAIN Group, acting on its behalf, within its activity or in its interest, including the executives, senior employees, and external counsellors.

Whistleblower Protection Act – Act No. 171/2023 Sb.

VALUES OF THE GROUP

The values of the KAPRAIN Group are based on respect to legal regulations and compliance with legislation. They take into account commitments ensuing from international treaties, fundamental moral and ethical principles, and fundamental principles of fair business transactions.

KAPRAIN Group pays strict attention to:

compliance with fundamental moral and ethical principles, as well as fundamental principles of fair business transactions. The Group rejects and condemns non-compliance.
compliance with legal regulations and international treaties in all areas of its activities
compliance with legal regulations both on the outside, in relation to any third parties, and on the inside, in relation to its employees
respecting national law of countries in which the Group and its companies and employees are active, or whose territory can be affected by the Group's activity
respecting international treaties and agreements and the ensuing commitments and duties

KAPRAIN Group and all of its employees are obliged to comply with and respect any relevant legal regulations and norms whenever they act on behalf of the Group, within its activity or in its interest, so that they maintain the good name and reputation of the Group and do not give grounds to any doubts about the Group's activities. In the course of their private activities the employees act strictly in accordance with legal regulations, so that their conduct does not harm the Group, its name or good reputation.

KAPRAIN Group strictly condemns and rejects any tortious conduct. The Group and its employees are obliged to refrain from any conduct or activities that could be deemed tortious from the point of view of public law (especially administrative offences), and are also obliged to refrain from any conduct punishable by criminal law, i.e. any criminal offences. In case of any doubts concerning the applicability of legal regulations on their conduct or activities the employees are obliged to consult the matter with a senior employee or with the legal department of KAPRAIN Services, a.s.

4. WHISTLEBLOWING AND WHISTLEBLOWER PROTECTION

To ensure the most effective control of compliance with the Code of Ethics the Employer has implemented a simple system that enables Whistleblowers to submit reports of violations of the fundamental principles of the Code of Ethics, or violations of law, that the employees and third parties encounter in connection with their occupation or through other channels. These reports can be submitted anonymously, should the Whistleblower so wish.

If an employee finds out or suspects that someone within the Group's or Employer's activity, on their behalf or in their interest violates or intends to violate the Code of Ethics, especially if such actions have the nature of any tortious conduct, he or she is obliged to report these actions without unnecessary delay to the aforementioned independent subject. While fulfilling this duty the employee makes sure to comply with related legal regulations, especially those that are related to protection of confidential or classified information.

Reporting a violation of the Code of Ethics, of legal regulations, or any other laws or obligations:

Any Whistleblower enjoys protection against retaliation in terms of the Code of Ethics and of Whistleblower Protection Act.

The Employer receives any report concerning the violation of the Code of Ethics, of legal regulations, or any other laws or obligations through a competent person who has been designated by the Employer and whose name and contact information have been posted on the Company's website https://www.rubena.eu/cz/o-nas/eticky-kodex-ochrana-oznamovatelu/, in writing (by e-mail or mail), by phone, or in person, per agreement with the competent person. If the report is submitted in person, it shall be received by the competent person within a reasonable timeframe, which may not exceed 14 days following the day of the Whistleblower's request to submit the report.

Written or electronic submissions must be labelled “Code of Ethics” or “Infringement Report”. The report pursuant to the Whistleblower Protection Act must include the name, surname, and date of birth, or other information from which it is possible to infer the identity of the Whistleblower.

Not every report submitted through the internal reporting system is pursuant to the Whistleblower Protection Act.
Every report shall be investigated and, if necessary, appropriate follow-up measures shall be adopted.
Whistleblower enjoys protection against retaliation in terms of this directive and of the Whistleblower Protection Act, irrespective if their report is assessed as pursuant to the Whistleblower Protection Act.
For the purposes of reports pursuant to the Whistleblower Protection Act, the Employer excludes receiving report from a person who for the Company does not perform work or other similar activity according to Section 2, subsection 3, letters a), b) h) or i) of the Whistleblower Protection Act.

Competent person

receives and assesses the reasonableness of a report submitted through internal reporting system,
assesses if the report is pursuant to the Whistleblower Protection Act, or to the Code of Ethics,
proposes to the Employer measures to prevent or remedy the illegal actions, unless this procedure could lead to the disclosure of the identity of the Whistleblower or of the person according to Section 4, subsection 2, letters a) through h) of the Whistleblower Protection Act,
follows the Employer's instructions, unless they jeopardize or thwart the performance of their activity according to the Whistleblower Protection Act,
if the report is pursuant to the Whistleblower Protection Act, the competent person proceeds according to the Whistleblower Protection Act,
if the report is not pursuant to the Whistleblower Protection Act, the competent person proceeds according to this directive and the Employer's relevant internal regulations,
maintains confidentiality of facts that they have come to know when performing their activity according to the Whistleblower Protection Act, even after ceasing this activity, unless the Whistleblower Protection Act states otherwise,
does not provide such information to the Employer or third parties which could thwart or jeopardize the purpose of the report,
keeps separate record, inaccessible to the Employer, of received reports that must include:
- the date of submission of the report,
- name, surname, and date of birth, or other information from which it is possible to infer the identity of the Whistleblower.
- a summary of the report's content and the identity of the concerned person (against whom the report has been submitted), if their identity is known,
- date of assessment of the report's reasonableness by the competent person, and the result.
- keeps the reports submitted through the internal reporting system and all documents related to the report for a period of at least 5 years since the day of submission,
- when processing the Whistleblower's data, the competent person becomes the Whistleblower's data controller, and as such, they are obliged to comply with the respective regulations of the Czech legal order (primarily Act No. 110/2019 Sb. on personal data processing and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
- the competent person is obliged to report immediately to the Employer that they have ceased to meet the conditions required to perform the activity as a competent person, stated by the Whistleblower Protection Act (full legal capacity, clean record in terms of Section 10, subsection 2 of the Act).

Acknowledgment of Receipt of the Report

The competent person always acknowledges receipt of report to the Whistleblower (if their identity is known to them), and notifies them if they have assessed their report as reasonable.
If the competent person determines when assessing the report's reasonableness that the report is not pursuant to the Whistleblower Protection Act, they notify the Whistleblower in writing, without unnecessary delay, and they further review the report and inform the Whistleblower about the result of the review and about the measures adopted. The identity of the Whistleblower is protected in the same way as it would be if the report were pursuant to the Whistleblower Protection Act. There is no obligatory timeframe to resolve a report that is not pursuant to the Whistleblower Protection Act, with the exception of a seven-day period to acknowledge the receipt of the report to the Whistleblower.
The competent person must notify the Whistleblower in writing about the receipt of the report within 7 days, unless

a) the Whistleblower has explicitly asked the competent person that they do not notify them, or

b) it is obvious that the Whistleblower's identity would get revealed to another person as a consequence of the act of notification.

Reasonableness assessment according to Whistleblower Protection Act

The competent person is obliged to assess the reasonableness of a report pursuant to the Whistleblower Protection Act, and to notify the Whistleblower in writing of the results of such assessment within 30 days since the submission of the report. In complicated cases the deadline can by extended by further 30 days twice. The competent person is obliged to notify the Whistleblower in writing, before the deadline, about extending the deadline and the reasons for the extension.
If any report is not assessed as reasonable, the competent person notifies the Whistleblower in writing, without unnecessary delay, about not having identified any illegal conduct on the basis of the facts stated in the report, and instructs the Whistleblower on their right to submit a report to public authorities.

Whistleblower Protection

The Employer always makes sure that the Whistleblower and other protected persons (primarily the ones in terms of the Whistleblower Protection Act, for instance the Whistleblower's family members or related parties) are protected to full extent, irrespective of the nature of the report.
- Any retaliation by the Employer or any of their employees against the Whistleblower or a person who helped disclose the violation of rules is unacceptable. Retaliation means primarily the retaliatory actions defined in Section 4 of the Whistleblower Protection Act.

5. FUNDAMENTAL PRINCIPLES OF THIRD-PARTY RELATIONSHIPS

By third-party relationships we understand especially, but not exclusively, relations between KAPRAIN Group and public authorities, business partners, suppliers, costumers, potential customers, media and public – i. e. any relations in which the Group, the Employer or any employees act on behalf of the Group, within its activity or in its interest, and which involve any third party.

Relations with public authorities

KAPRAIN Group correctly and openly cooperates with public authorities and respects their independence and impartiality. It respects their decisions and instructions and consistently observes these.

The Group and its employees never and under no circumstances try to illegally influence the decisions and procedures of public authorities. The Group does not tolerate and strictly rejects any such effort. At the same time, the Group does not tolerate and strictly rejects any tampering with presented financial results of the Group for whatever purpose.

The Group and its employees are obliged to only provide accurate, true and up-to-date information and documentation to public authorities. Furthermore, they are obliged to avoid any conduct or activity that could give ground to doubts about the nature of mutual relations with public officials, especially if said officials are involved in public procurement.

Business relations

KAPRAIN Group is interested in a free and steady development of markets it is active on, and within its business activity it complies with all legal regulations that have an effect on the activity.

The Group and its employees:

strictly comply with law in their dealings with suppliers, business partners and costumers
only provide true, undistorted and complete data in their dealings with suppliers, business partners and customers and only provide complete, true and undistorted documentation.

The employees are obliged to provide true information concerning the performance and results achieved by the Group and provide true and complete documentation; they are also obliged to provide true information concerning facts that are relevant for a supplier's or business partner's decisions, and not to withhold any relevant circumstances

never knowingly provide untrue or distorted information about competition, its products or services
are obliged to only communicate true and undistorted information within their marketing activities promoting the Group and its products, and not to withhold any significant facts

Before realizing any business transactions, the employees are obliged to acquire knowledge of all relevant legal regulations, especially if the business is international, and to comply with these regulations within the Group's business activities. Before realizing the transactions, the employees are obliged to ensure that the business partner does not participate in any illegal activity and that his sources are legal. Information concerning competition and customers is acquired strictly in accordance with law and from legal sources.

The employees are forbidden from closing any oral, written or implicit deals with competition regarding any elements of competitive struggle, especially price, conditions of sale, product portfolio, special conditions of product delivery and provision of services or any deals that could have an illegal impact on competition. Employees are obliged to avoid any behaviour that could be seen as the Group's endeavour to achieve an undue advantage in public procurement, public tender or public auction, or to affect the course of any of these.

Corruption prevention

KAPRAIN Group strictly rejects any forms of bribery, receiving and offering any illegal or undue payments. A bribe, illegal or undue payment is any payment bestowed to gain or maintain business by other means than economic performance, to influence a business decision or to gain a dishonest advantage.

Employees are obliged to acquire knowledge of the relevant legal regulations, internal regulations of both the Group and the business partner, if these are available to them, before offering or receiving a gift or any other payment, or, if need be, to acquire knowledge of the cultural and social habits.

A gift is not considered illegal or undue if its purpose is to build a good name of the company, or one which is not connected to any illegal or unethical conduct. The nature, value and frequency of such a gift must not be disproportionate, considering the circumstances. Bestowing such a gift or other payment worth more than 5.000 CZK (or an equivalent of this amount in foreign currency) must be pre-approved in writing by a respective senior employee and the expenses related to such a gift or other payment must always be recorded, along with the identity of the recipient, reason and purpose of such a gift, so that it is always possible to check the record at any time and retrospectively investigate the circumstances of such a gift or payment.

An employee is obliged to report to a respective senior employee any attempt of a third party to influence his or her activity, attitude or decision within the Group. An employee is obliged to report that there has been or could be an action that could by nature be corrupt; he or she reports such an action to a respective senior employee or to the legal department of KAPRAIN Services a.s.

Measures of fight against money laundering

Money laundering is the process of concealing illegally gained money, their source or ownership, or changing the character of these proceeds so that they appear legal.

KAPRAIN Group and its employees strictly comply with all legal regulations concerning fight against money laundering, financing any illegal activities, and the fight against terrorism and its support. The Group only cooperates with customers and business partners whose businesses are, to the knowledge of the Group and its employees, financed from legal sources.

In any transfer of property realized by the Group, within its activity or in its interest, the respective employee is obliged to properly designate both the recipient and the purpose of the payment. All transfers of property that are realized by the Group, within its activity, are properly recorded in the respective documentation.

Employees are required to inquire into the legality of a particular business partner's activities and of the source of their funds. To this purpose, employees gather and maintain documentation and information concerning the Group's business partners and transactions realized.

Disclosure of information

The KAPRAIN Group properly and in due time discloses information which is required to be disclosed by legal regulations. The Group discloses other information to an extent which it deems appropriate in a given situation, while adhering to the principle of openness. The Group pays attention to the information disclosed always being accurate, true and verified.

Employees are not allowed to provide any information concerning the Group to media, or to make any such information public via any communication channels, including social networks.

If an employee is approached by media about any information concerning the Group or its activity and cooperation with its business partners, he or she is obliged to inform a senior employee or the legal department of KAPRAIN Services a.s. company.

Related-party transactions policy

Regardless of a possible local legal admissibility, no employees are allowed to close any deals or agreements with related parties on behalf of the employer without prior approval from an employee two levels higher in the hierarchy.

A related party is any person, party, association, company or organization that is:

a member of the same family as an employee
a company, association or organization controlled by an employee or by a party related to him or her
a spouse, partner, friend or close friend or a member of the family of an employee or any aforementioned person

6. FUNDAMENTAL PRINCIPLES OF RELATIONS WITHIN THE GROUP INTERNAL RELATIONS

By internal relations of the KAPRAIN Group we primarily understand relations between individual companies of the KAPRAIN Group, relations of the KAPRAIN Group and its employees, and the relations among employees.

The KAPRAIN Group and its employees comply with applicable legislation and internal regulations impacting internal relations in the Group and relations among employees. The group does not condone any form of discrimination against its employees, including discriminatory work assignment and evaluation. All senior employees are obliged to comply with these principles when dealing with the employees they are responsible for.

The Group respects its employees' privacy. It does not tolerate any forms of harassment, intimidation, forced or illegal work.

Employees respect the personalities and privacy of their co-workers. It is unacceptable to make inappropriate, defamatory, or insulting remarks about one's co-workers or to harass, vilify, intimidate or insult them in any way, verbal or physical.

It is unacceptable to penalise in any way any employees who have complained about possible violations of labour-law, internal or other regulations and who have submitted a complaint or proposal to improve the Group's activities and procedures.

7. HEALTH AND SAFETY AT WORK

The KAPRAIN Group perceives health and safety at work as one of its priorities. The Group and its employees pay attention to observing all legal and internal regulations in the field of health and safety at work and consistently prevent damage that might occur as a consequence of violating these regulations. All employees consistently eliminate potential work-related hazards and risks.

The Group implements adequate safety measures to protect the health of its employees and updates these measures when necessary. With this aim the Group organizes suitable health and safety training and examinations for its employees.

The Group accepts with due attention its employees' proposals to improve health and safety in their workplace, processes and evaluates these proposals and takes appropriate measures when such proposals are found reasonable. Any employee is entitled to file such a proposal.

If an employee suspects that health and safety regulations have been violated or there is a danger of such a violation, he or she is obliged to report these facts to a senior employee or to a health and safety technician.

8. PROTECTION OF INTERESTS OF THE KAPRAIN GROUP, ITS EMPLOYEES, CUSTOMERS AND BUSINESS PARTNERS

KAPRAIN Group takes appropriate measures to protect all confidential internal information of the Group and handles the acquired data of its employees and third parties strictly in accordance with law and international treaties, with utmost care and responsibility, especially when any communication with third subjects is involved.

The Group maintains confidentiality of sensitive and personal data of its employees, customers and business partners which have been acquired in connection with the Group's activities.

The Group takes appropriate measures to protect its intellectual property rights, and respects copyright law.

8.1 Protection of sensitive and confidential information

The Group pays attention to protecting sensitive and confidential information about itself, as well as protecting any other information about its employees, customers and business partners.

Employees pay attention to only disclosing indispensable and relevant data to third parties in pursuance of their activities and when closing business transactions. Employees ensure that a third party's commitment to maintain confidentiality about information disclosed becomes a part of a communication or contract. Employees ensure that they don't interfere with any communication that they are not supposed to be engaging in.

If an employee suspects that there has been a leak or misuse of personal data or that there is a danger of such a leak or misuse, he or she is obliged to report these facts without unnecessary delay to a senior employee or to KAPRAIN Services, a.s. legal department.

8.2 Personal data protection

By personal data we understand any personal data acquired by the KAPRAIN Group that concern the Group's employees, customers and business partners. The Group and its employees consistently comply with all personal data protection regulations.

All employees are obliged to consistently protect all personal data that they come across in the course of their jobs and provide it solely to persons who are authorized to that by respective legal regulations or a written consent of a person concerned.

8.3 Protection of intellectual property

KAPRAIN Group and its employees consistently protect intellectual property rights and comply with all legal regulations and international treaties in the field. All employees are obliged to protect intellectual property rights of the Group and of other subjects and to always make sure that they have a right to use a particular copyrighted work.

If an employee suspects that intellectual property rights have been or could be violated, he or she is obliged to report these facts without unnecessary delay to a senior employee or to KAPRAIN Services, a.s. legal department.

9. ENVIRONMENTAL PROTECTION

KAPRAIN group is fully aware of its environmental responsibility and strictly complies with environmental law. The group:

continuously analyzes the impact of its activities on the environment and takes appropriate measures to protect it; these measures are updated on a regular basis
minimizes the use of toxic or environmentally harmful products and materials and ensures that toxic or environmentally harmful products are handled appropriately
strives to only use eco-friendly procedures and technology

If an employee observes an event in his or her workplace that could have a negative impact on the environment, her or she is obliged to report such an event without unnecessary delay to a senior employee or to an employee responsible for the field of ecology.

10. FINAL PROVISIONS

This Code of Ethics governs all activities, decisions and steps of the KAPRAIN Group and its employees, and the Group and its employees are obliged to comply with it without reserve. The Code of Ethics is revised and updated on a regular basis to reflect the current social need and the needs of the Group and its employees.

This Code of Ethics comes into force and effect on 17th December 2021.

Code of Ethics

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