code of conduct

0 | Scope
This Code of Conduct describes the ethical principles and general principles on which Kostad AG bases 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. Each member of the executive body, each manager and each employee contributes to the best possible implementation of these guidelines through his or her actions and thus makes his or her contribution to a "clean" economy. Managers must fulfil 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 may not be undercut 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 refers to morally reprehensible conduct aimed at personal advantage 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 that 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 or granted, or demanded, accepted or allowed to be promised in various factual constellations. If a public official or arbitrator is to be induced to perform or refrain from an official act in breach of duty by means of an advantage, this constitutes bribery or corruptibility. Both are prohibited in any case. If an official or arbitrator is to be induced by an advantage to carry out or refrain from an official act in accordance with his duties, this constitutes the granting or acceptance of an advantage. The demand for an advantage is prohibited in any case. Insofar as it is a question of granting or accepting an advantage with the intention of influencing an official or arbitrator, it is a case of granting or accepting an advantage for the purpose of influencing. The demand for an advantage is prohibited in any case.

3 | Handling of assets
Employees of Kostad AG are required to handle company property properly and with care, and to ensure the 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 the interests of a mandate shall in no case be punishable."

Lobbying aims, through the use of suitable persons, to legally influence decision-making processes in legislation and enforcement in the sense of specific interests of individuals. A lobbying activity consists of informing, arguing and advertising for the commissioned position, but not of persuading a functionary to make a certain 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 01.01.2013. 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 establish 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

infringement of a trade or business secret

      • 122 (1) Any person who discloses or exploits a business or trade secret (para. 3) which has been entrusted to him or has become accessible to him in the course of his activities in the performance of a supervisory function, 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) Any person who commits the offence in order to gain a pecuniary advantage for himself or another or to inflict a disadvantage on another shall be liable to a custodial sentence not exceeding one year or to a monetary penalty not exceeding 720 daily penalty units.

    (3) Subsection (1) shall apply only to business or trade secrets which the offender 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 offender 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 offender shall be prosecuted only at the request of the person whose interest in secrecy has been violated (para. 3).
    to prosecute.

    Spyingout a business or trade 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

    • (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 rates. (2) Any person who unreasonably violates such rules as serve to protect the assets of the beneficial owner abuses his authority.(3) Any person who, by the commission of the offence, causes damage exceeding EUR 5 000 shall be liable to a custodial sentence not exceeding three years, and any person who causes damage exceeding EUR 300 000 shall be liable to a custodial sentence not exceeding 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 the exercise of the power 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.Abuse of subsidies
      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) Pursuant to subsection (1), any person who commits the offence as a senior employee (section 74 para. 3) of a legal person or a community of persons without legal personality to whom the grant was made, or indeed without the consent of the person to whom the grant was made 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) Any person who commits the offence in respect of an amount exceeding EUR 300 000 shall be liable to a custodial sentence of from six months to five years.
      (5) A subsidy is a benefit granted from public budgets for the pursuit of public interests and for which no appropriate monetary consideration is provided, with the exception of subsidies of a social benefit nature and subsidies under section 12 of the Finance Constitution Act 1948. Public budgets are the budgets of regional and local 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, in a procurement procedure, makes a request to participate, submits a tender or conducts negotiations based on an unlawful agreement intended to induce the contracting authority to accept a particular tender shall be liable to a custodial sentence not exceeding 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, through no fault of the offender, the offer is not accepted or the principal's performance is not rendered, he shall be exempt from punishment if he voluntarily and earnestly endeavours to prevent the acceptance of the offer or the rendering of the performance.Abuse of authority
      302. (1) A public official who, with the intention of thereby damaging another's rights, knowingly abuses his or her authority to conduct official business in the name of the Federation, a Land, an association of municipalities, a municipality or another person under public law as its organ in the execution of the law shall be punished with imprisonment from six months to five years.(2) Any person who commits the offence while conducting official business with a foreign power or a supranational or intergovernmental body shall be punished by imprisonment for a term of one to ten years. Any person who causes damage exceeding 50,000 euros by committing the offence 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 duty 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 an advantage for himself or a third party in return for providing an incorrect finding or expert opinion shall also be liable to punishment.

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

      Acceptance of Advantage
      305. (1) An office bearer or arbitrator who demands an advantage for himself or a third party for the dutiful performance or omission of an official act or accepts or allows himself to be promised an undue advantage (para. 4) shall be punished with imprisonment for not more than two years.
      (3) Whoever commits the offence in respect of a value of the advantage exceeding 3,000 euros shall be punished with imprisonment for a term of up to three years, but whoever commits the offence in respect of a value of the advantage exceeding 50,000 euros shall be punished with 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 public official or arbitrator, as well as, in the absence of permission norms within the meaning of no. 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) An office bearer or arbitrator who, except in the cases of sections 304 and 305, with the intent to be influenced thereby in his activity as an office bearer, demands an advantage for himself or a third party or accepts an undue advantage (section 305, subsection 4) or allows himself to be promised such advantage, shall be punished with imprisonment for a term not exceeding two years.

      (2) Any person who commits the offence in respect of a value of the benefit exceeding EUR 3 000 shall be liable to a custodial sentence not exceeding three years, and any person who commits the offence in respect of a value of the benefit exceeding EUR 50 000 shall be liable to a custodial sentence 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 offence is committed commercially."

      Bribery
      307 (1) Whoever offers, promises or grants an official or arbitrator an advantage for him or for 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 in return for providing an incorrect finding or expert opinion is to be punished.

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

      Benefit sharing
      307a. (1) Any person who offers, promises or grants an undue advantage (section 305(4)) to an office-holder 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 offence in respect of 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 offence in respect of a value of the benefit exceeding EUR 50,000 shall be liable to imprisonment for a term of six months to five years.

      Granting of advantages for influencing
      307b. (1) Whoever, except in the cases of 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 influencing him thereby in his activities as a public official, shall be punished with imprisonment for not more than two years.

      (2) Whoever commits the offence in respect of a value of the benefit exceeding EUR 3 000 shall be punished with imprisonment for a term not exceeding three years, but whoever commits the offence in respect of a value of the benefit exceeding EUR 50 000 shall be punished with 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 for the purpose of exerting an undue influence on the decision-making of a public official or an arbitrator shall be punished by imprisonment for not more than two years.
      (2) Any person who offers, promises or grants an advantage to another in order that the latter may exert an undue influence on the decision-making of a public official or an arbitrator shall also be punished.

      (3) Any person who commits the offence in respect of a value of the benefit exceeding EUR 3 000 shall be liable to a custodial sentence not exceeding three years. Any person who commits the offence in respect of a value of the benefit exceeding EUR 50 000 shall be liable to a custodial sentence of between six months and five years.

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

      (5) The offender shall not be punished under the preceding paragraphs if the offence is punishable by a more severe penalty under another provision.

      Acceptance of Gifts and Bribery of Employees or Agents
      309 (1) A servant or agent of an enterprise 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 undertaking in the course of business in return for the performance or omission of a legal act for him or for a third party in breach of his duties shall also be punished.

      (3) Any person who commits the offence in respect of an advantage exceeding EUR 3 000 shall be liable to imprisonment for a term not exceeding three years, but if the advantage exceeds EUR 50 000, to imprisonment for a term of six months to five years."

      Violation of official secrecy
      310 (1) A civil servant or former civil servant 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, unless the offence is punishable by a more severe penalty under another provision, be liable to a custodial sentence not exceeding three years. (Note: para. 2 repealed by Federal Law Gazette I No. 101/2014)

      (2a) It shall also be a punishable offence for any person who, even after leaving office or employment, as an administrator or employee of the European Police Office (Europol), as a liaison officer or as a person subject to a special obligation of secrecy (Article 32(2) of the Europol Convention, Federal Law Gazette 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 harm a public or legitimate private interest.

      (3) If the perpetrator discloses an official secret concerning facts endangering the constitution (section 252 (3)), he shall be punished only if he acts with the intention to harm private interests or to cause a disadvantage 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 a servant or agent of an enterprise in order to obtain a preferential treatment for himself or a third party through unfair conduct on the part of the servant or agent in obtaining goods or services shall be punished by the court with imprisonment for not more than three months or with a fine of not more than 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, procure a preference for another in the purchase of goods or services in competition.

      (3) Subsections (1) and (2) shall not apply if the offence is punishable by the same or a more severe penalty under other provisions.
      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)

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