Code of conduct

0 | Scope
This Code of Conduct describes the ethical principles and general principles to which Kostad AG aligns its economic actions and business activities and which represent the essential elements of Kostad AG's corporate culture. It applies to the board members, managers and employees of Kostad AG, as well as to all board members, managers, managers and employees of any (future) subsidiaries of Kostad AG.

The aim of this Code of Conduct is not to exhaustively cover every possible constellation. Rather, it is intended to provide each employee, each manager and each member of the executive body with guidelines to which they must orient their daily actions on their own responsibility. Through their actions, each member of the corporate body, each manager and each employee contributes to the best possible implementation of these guidelines and thus makes their contribution to a "clean" economy. Managers must fulfill their role model function and bear a special responsibility for communicating and implementing these guidelines.

In any case, the Code of Conduct of Kostad AG defines minimum standards that must not be fallen short of under any circumstances. To improve the flow of reading, gender-neutral formulations are used in this Code of Conduct. However, it is expressly addressed equally to female and male employees, board members, managing directors and executives of the company. Kostad AG is committed to comprehensive gender equality.

1 | Conduct in compliance with laws and regulations
Kostad AG is subject to laws, ordinances and other regulations in all areas of its business activities. These are legal requirements on a European and national level. The integrity of all actions is an essential prerequisite for sustainable successful business.

2 | Corruption and its prevention

| a. General
Corruption is defined as morally reprehensible conduct aimed at personal gain to the detriment of persons (both natural and legal) or the general public. It is characterized by the abuse of a public or comparable economic function, which violates laws or other standards of conduct. Kostad AG therefore does not tolerate any conduct in which business is conducted by unfair means.

Effective corruption prevention requires the support of every single employee. All employees are required to signal a clear "no" to corrupt practices through their actions.

| b. Benefits granted
Advantages can be offered, promised, granted, demanded, accepted or promised in various circumstances. If an official or arbitrator is to be induced to perform or refrain from an official act in breach of his or her duties by means of an advantage, this constitutes bribery or corruption. Both are prohibited in any case. If an official or arbitrator is to be induced by an advantage to perform or refrain from performing an official act in accordance with his or her duties, this constitutes the granting or acceptance of an advantage. The demand for an advantage is prohibited in any case. If a benefit is granted or accepted with the intention of influencing a public official or arbitrator, it shall be deemed to be a benefit granted or accepted for the purpose of influencing. The demand for an advantage is prohibited in any case.

3 | Handling of assets
Employees of Kostad AG must handle company property properly and with care, as well as ensure efficient use thereof. In addition, you are required to protect Kostad AG property against loss, damage, misuse, theft, misappropriation or destruction. Any situation or incident that could lead to such a result must be reported immediately to the management.

4 | Lobbying
In the explanatory remarks to the Corruption Criminal Law Amendment Act 2012, it is clarified: "...that not all influence on decision-making is punishable. Lawful lobbying or even the lawful representation of a mandate's interests shall not be punishable under any circumstances."

Lobbying aims at legally influencing decision-making processes in legislation and execution in the sense of specific interests of individuals by using suitable persons. A lobbying activity consists of informing, arguing and promoting the commissioned position, but not of persuading a functionary to make a specific decision by enticements or threats. Transparent and professional lobbying therefore supports well-informed decisions by feeding expertise to decision-makers.

The Lobbying and Interest Representation Transparency Act (LobbyG) has been in force since January 1, 2013. Section 7 of the Act stipulates that companies employing corporate lobbyists must base their lobbying activities on a code of conduct.

5 | Partnership with suppliers
Kostad AG does not see its suppliers merely as selective business partners, but strives to build up a partnership with them.

fair and trusting partnership in which benefits, considerations, opportunities and risks are in a balanced relationship. Kostad AG expects its partners to comply with the principles of ethical and sustainable business practices.

6 | Environmental protection
Kostad AG sees itself as a partner for climate-friendly mobility in Austria. It is committed to the principles of sustainable and resource-saving management. Measures to improve environmental protection in daily working life are of great concern to Kostad AG.

7 | Political activities
The use of premises, with funds or in the name of Kostad AG for the purpose of carrying out political activities is prohibited. Necessary exchanges with official representatives of the federal, state and local governments by persons authorized to do so are not affected. Kostad AG states that, as a matter of principle, no political activities take place in and from the company and that the company is not used for any political activities.

Ebreichsdorf, on 01.02.2021

8 | Appendix - Extract from the Criminal Code (StGB)

Definitions

Violation of a trade or business secret

      • 122 (1) Any person who discloses or exploits a business or trade secret (para. 3) that has been entrusted to him or has become accessible to him in the course of his activities in the performance of a supervision, inspection or survey prescribed by law or by official order shall be liable to a custodial sentence not exceeding six months or to a monetary penalty not exceeding 360 daily rates.

    (2) Whoever commits the act in order to gain a pecuniary advantage for himself or another or to cause a disadvantage to another shall be punished by imprisonment of up to one year or a fine of up to 720 daily rates.

    (3) Subsection (1) shall apply only to business or trade secrets which the perpetrator is obliged by law to keep and the disclosure or use of which is likely to infringe a legitimate interest of the person concerned by the supervision, inspection or collection.

    (4) The perpetrator shall not be punished if the disclosure or exploitation is justified in terms of content and form by a public interest or a legitimate private interest.

    (5) The perpetrator shall be prosecuted only at the request of the person whose interest in secrecy has been violated (para. 3).
    to prosecute.

    Spying out a trade or business secret
    (1) Any person who spies out a trade or business secret with the intention of exploiting it, entrusting it to another for exploitation or disclosing it to the public shall be liable to a custodial sentence not exceeding two years.
    (2) The offender shall be prosecuted only at the request of the injured party.

    Infidelity

    • 153 (1) Any person who knowingly abuses his authority to dispose of another's property or to bind another and thereby damages the other's property shall be liable to a custodial sentence not exceeding six months or to a monetary penalty not exceeding 360 daily penalty units.(2) Any person who unreasonably violates such rules that serve to protect the assets of the beneficial owner abuses his authority.(3) Any person who causes damage exceeding 5,000 euros by the act shall be punished by imprisonment for up to three years, and any person who causes damage exceeding 300,000 euros shall be punished by imprisonment for one to ten years.Acceptance of a gift by a person in power
    • 153a. Any person who has accepted a not merely insignificant pecuniary advantage for exercising the authority granted to him by law, official order or legal transaction to dispose of another's property or to commit another and who fails to pay such pecuniary advantage in breach of his duty shall be liable to a custodial sentence not exceeding one year or to a monetary penalty not exceeding 720 daily rates.Funding Abuse
      153b (1) Any person who misuses a grant awarded to him for purposes other than those for which it was awarded shall be liable to a custodial sentence not exceeding six months or to a monetary penalty not exceeding 360 daily penalty units.(2) Under subsection (1), any person who commits the offence as an executive employee (section 74 para. 3) of a legal person or an association of persons without legal personality to whom the grant was awarded, or indeed without the consent of the person to whom the grant was awarded but as his senior employee (Section 74(3)).(3) Any person who commits the offence in respect of an amount exceeding 5,000 euros shall be liable to a custodial sentence not exceeding two years.
      (4) Whoever commits the act in respect of an amount exceeding 300,000 euros shall be punished by imprisonment for a term of six months to five years.
      (5) A grant shall be a contribution made from public budgets in pursuit of public interests and for which no appropriate monetary consideration is provided, with the exception of grants of a social benefit nature and grants under section 12 of the Finance Constitution Act 1948. Public budgets shall be the budgets of territorial authorities, other persons under public law, with the exception of churches and religious societies, as well as the general budget of the European Communities and the budgets administered by or on behalf of the European Communities.Restrictive agreements in procurement procedures
      168.b (1) Any person who submits a request to participate in a procurement procedure, submits a tender or conducts negotiations based on an unlawful agreement aimed at inducing the contracting entity to accept a particular tender shall be punished by imprisonment for not more than three years.
      (2) Pursuant to subsection (1), a person who voluntarily prevents the principal from accepting the offer or the principal from performing the service shall not be punished. If the offer is not accepted or the principal's performance is not rendered without the perpetrator's intervention, he shall be exempt from punishment if he voluntarily and seriously endeavors to prevent the acceptance of the offer or the rendering of the performance.Abuse of authority
      302. (1) A public official who, with the intent thereby to damage another's rights, knowingly abuses his authority to conduct official business on behalf of the Federation, a Land, an association of municipalities, a municipality or another person under public law as its body in execution of the law shall be punished by imprisonment from six months to five years.(2) Whoever commits the act while conducting official business with a foreign power or a supranational or intergovernmental body shall be punished by imprisonment from one to ten years. A person who causes damage exceeding 50,000 euros by the act shall also be punished.

      Bribery
      304 (1) A public official or arbitrator who demands, accepts or allows himself to be promised an advantage for himself or a third party for the performance or omission of an official act in breach of his duties shall be punished with imprisonment for not more than three years. Any person who, as an expert appointed by a court or other authority for specific proceedings, demands, accepts or allows himself to be promised a benefit for himself or a third party for the provision of an incorrect finding or expert opinion shall also be punished.

      (2) Whoever commits the act in relation to a value of the benefit exceeding 3,000 euros shall be punished by imprisonment from six months to five years, but whoever commits the act in relation to a value of the benefit exceeding 50,000 euros shall be punished by imprisonment from one to ten years.

      Acceptance of Advantage
      305. (1) A public official or arbitrator who demands an advantage for himself or a third party for the dutiful performance or omission of an official act or accepts an undue advantage (para. 4) or allows himself to be promised such an advantage shall be punished with imprisonment for not more than two years.
      (3) Whoever commits the act with respect to a value of the advantage exceeding 3,000 euros shall be punished by imprisonment for a term of up to three years, but whoever commits the act with respect to a value of the advantage exceeding 50,000 euros shall be punished by imprisonment for a term of six months to five years.

      (4) No undue advantages shall be advantages the acceptance of which is permitted by law or which are granted in the course of events the participation in which is in an official or objectively justified interest, advantages for charitable purposes (Section 35 BAO) the use of which is not subject to the exercise of a determining influence by the office holder or arbitrator, as well as, in the absence of permission norms within the meaning of item 1, customary local or national attentions of minor value, unless the act is committed on a commercial basis.

      Acceptance of advantage to influence
      306 (1) A public official or arbitrator who, except in the cases provided for in sections 304 and 305, with the intent to be influenced thereby in his activities as a public official, demands an advantage for himself or a third party or accepts or allows himself to be promised an undue advantage (section 305(4)) shall be punished by imprisonment for not more than two years.

      (2) Whoever commits the act in relation to a value of the benefit exceeding 3 000 euros shall be punished by imprisonment for a term of up to three years, whoever commits the act in relation to a value of the benefit exceeding 50 000 euros shall be punished by imprisonment for a term of six months to five years.

      (3) A person who merely accepts or allows himself to be promised a minor benefit shall not be punished under subsection (1), unless the act is committed commercially."

      Bribery
      307 (1) Whoever offers, promises or grants an official or arbitrator an advantage for him or a third party for the performance or omission of an official act in breach of his duties shall be punished with imprisonment for not more than three years. Likewise, anyone who offers, promises or grants an expert (Section 304(1)) an advantage for him or for a third party for making an incorrect finding or giving an expert opinion shall be punished.

      (2) Whoever commits the act in relation to a value of the benefit exceeding 3,000 euros shall be punished by imprisonment from six months to five years, but whoever commits the act in relation to a value of the benefit exceeding 50,000 euros shall be punished by imprisonment from one to ten years.

      Benefit sharing
      307a. (1) Any person who offers, promises or grants an undue advantage (section 305(4)) to a public official or arbitrator for the dutiful performance or omission of an official act on his or her behalf or on behalf of a third party shall be liable to a custodial sentence not exceeding two years.

      (2) Whoever commits the act in relation to a value of the benefit exceeding 3,000 euros shall be punished with
      imprisonment for a term not exceeding three years, but whoever commits the act in relation to a value of the benefit exceeding 50,000 euros shall be punished by imprisonment for a term of six months to five years.

      Granting of advantages for influencing
      307b. (1) Any person who, except in the cases provided for in sections 307 and 307a, offers, promises or grants an undue advantage (section 305(4)) to a public official or arbitrator for him or a third party with the intention of thereby influencing him in his activities as a public official shall be liable to a custodial sentence not exceeding two years.

      (2) Whoever commits the act in respect of a value of the benefit exceeding 3,000 euros shall be punished by imprisonment for a term not exceeding three years, but whoever commits the act in respect of a value of the benefit exceeding 50,000 euros shall be punished by imprisonment for a term of six months to five years.
      308 (1) Whoever demands, accepts or allows himself to be promised an advantage for himself or a third party in order to exert an undue influence on the decision-making of a public official or an arbitrator shall be punished by imprisonment for a term of up to two years.
      (2) A person who offers, promises or grants an advantage to another for exerting undue influence on the decision-making of a public official or an arbitrator shall also be punished.

      (3) Whoever commits the act in relation to a value of the benefit exceeding 3 000 euros shall be punished by imprisonment for a term of up to three years. Whoever commits the act in relation to a value of the benefit exceeding 50 000 euros shall be punished by imprisonment for a term of six months to five years.

      (4) Influence on the decision-making of an officer or arbitrator shall be improper if it is aimed at the performance or omission of an official act in breach of duty or if it is connected with the offering, promise or granting of an improper advantage (Section 305(4)) to the officer or for him to a third party.

      (5) The perpetrator shall not be punished under the preceding paragraphs if the act is punishable by more severe punishment under another provision.

      Acceptance of Gifts and Bribery of Employees or Agents
      309 (1) An employee or agent of a company who, in the course of business, demands, accepts or allows himself to be promised an advantage by another for himself or for a third party in return for the performance or omission of a legal act in breach of his duties shall be liable to a custodial sentence not exceeding two years.

      (2) Any person who offers, promises or grants an advantage to an employee or agent of an enterprise in the course of business for the performance or omission of a legal act for him or a third party in breach of his duties shall also be punished.

      (3) A person who commits the act in relation to an advantage exceeding 3,000 euros shall be punished by imprisonment for a term not exceeding three years, but if the advantage exceeds 50,000 euros, by imprisonment for a term of six months to five years."

      Violation of official secrecy
      310 (1) A public official or former public official who discloses or exploits a secret entrusted to him or made accessible to him exclusively by virtue of his office, the disclosure or exploitation of which is likely to harm a public or a legitimate private interest, shall be punished by imprisonment of up to three years, unless the offence is punishable by a more severe penalty under another provision. (Note: Para. 2 repealed by Federal Law Gazette I No. 101/2014).

      (2a) It shall also be a punishable offence for anyone who - even after leaving office or employment - as an organ administrator or employee of the European Police Office (Europol), as a liaison officer or as a person with a special obligation to maintain secrecy (Art. 32 para. 2 of the Europol Convention, BGBl. III No. 123/1998), discloses or exploits a fact or matter which has become accessible to him exclusively by virtue of his office or activity and the disclosure or exploitation of which is likely to infringe a public or a legitimate private interest.

      (3) If the perpetrator discloses an official secret relating to facts endangering the Constitution (section 252(3)), he shall be punished only if he acts with the intention of harming private interests or causing prejudice to the Republic of Austria. The erroneous assumption of facts endangering the constitution does not exempt the perpetrator from punishment.

      Bribery of employees or agents
      (1) Any person who, in the course of business and for the purpose of competition, offers, promises or grants gifts or other advantages to an employee or agent of a company in order to obtain a preferential treatment for himself or a third party through unfair conduct on the part of the employee or agent in obtaining goods or services shall be punished by the court with imprisonment of up to three months or a fine of up to 180 daily penalty units. (Federal Law Gazette No. 120/1980, Art. I Z 4)

      (2) The same penalty shall be imposed on the employee or agent of an enterprise who, in the course of business, demands, allows himself to be promised or accepts gifts or other advantages so that he may, by unfair conduct, give preferential treatment to another in obtaining goods or services in competition.

      (3) Subsections (1) and (2) shall not apply if the act is punishable under other provisions by the same or
      more severe punishment. (Federal Law Gazette No. 120/1980, Art. I Z 5)
      (4) Prosecution shall take place only at the request of a person entitled under the first sentence of Section 14 to assert a claim for injunctive relief. (Federal Law Gazette No. 74/1971, Art. I Z 5)