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 10 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. 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.

4. Social responsibility

The respect for human rights and fundamental social standards is an important principle of human coexistence. We adhere to this principle without any limitations.

We reject all forms of forced and child labour. We comply with legal regulations to ensure fair working conditions, including those on pay, 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.

5. 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. Harassments and any kind of unwanted physical contact are prohibited.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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 January 2019

Progroup AG

The Management Board

Welcome to the Progroup whistleblower system.

The trust of our customers, suppliers and other business partners, the shareholders and the other capital providers as well as of authorities, the public and other stakeholders in a legally compliant and responsible conduct of all employees is of great importance for the reputation and success of the Progroup Group.

Compliance with legal requirements and internal regulations is therefore a top priority for Progroup. Only if rules and standards are observed can we avert damage from our company, our employees and our business partners. Misconduct must therefore be detected at an early stage, clarified thoroughly and remedied immediately.

We have set up an electronic whistleblower system to investigate indications for violations fairly and appropriately. This provides employees of Progroup Group and external third parties the opportunity to contact the Compliance department at Progroup via an Internet-based communication platform, exchange documents and stay in touch via their own mailbox.

All this works in a confidential and protected manner. Whistleblowers can decide for themselves whether they wish to make themselves known by name or remain anonymous.

The following link will take you to the electronic whistleblower system:

https://progroup.integrityline.org/

In addition, you can also report violations by email to compliance@progroup.ag, by post to Progroup AG, Legal and Compliance Department, Horstring 12, 76829 Landau in der Pfalz, Germany, or in person as an employee to the Legal and Compliance Department.

PROGROUP BOARD LIMITED - UK TAX STRATEGY STATEMENT

This statement sets out the UK tax strategy of Progroup Board Limited (“the company”).

The publication of this statement is regarded as fulfilling the company’s obligation under Paragraph 22(2) Schedule 19 Finance Act 2016 to publish its UK tax strategy during the financial year ended 31 December 2021.

This tax strategy applies from the date of publication until it is superseded and covers all UK taxes applicable to the company.

APPROACH TO TAX RISK MANAGEMENT AND GOVERNANCE

The company is committed to compliance with UK tax law, regulation and disclosure requirements by:

• Paying the right amount of tax at the right time,
• Filing complete and accurate returns on a timely basis,
• Seeking to utilise available tax reliefs and incentives where available in a manner which is consistent with the government’s policy objectives.

Overall responsibility for the company’s tax strategy rests with the company’s Board of Directors. Day to day management of the company’s tax affairs is undertaken by the finance team.  External advisers are engaged to provide additional expertise where it is considered appropriate.

TAX PLANNING

The company does not engage in tax planning that does not support genuine commercial activity nor does it participate in artificial tax avoidance schemes to reduce its UK tax liabilities.  The company does not seek to structure transactions in ways that give tax results inconsistent with their underlying economic consequences.

TAX RISK MANAGEMENT

The company takes a responsible approach to managing its tax affairs and seeks to comply with all statutory obligations.  Third party advice is sought where it is considered appropriate, typically where there is a material level of uncertainty or complexity.  The company’s approach to tax risks follows the same principles that apply to other business risks and includes consideration of reputational and other non-financial risks.  By being tax compliant the company aims to minimise tax risk.

RELATIONSHIP WITH HMRC

The company maintains a good working relationship with HMRC and complies with all applicable tax laws and regulations. In its dealings with HMRC, the company acts in an open and transparent manner and in the event of a disagreement aims to resolve matters in a timely manner through the provision of full and accurate information, open and honest dialogue and the willingness wherever possible to reach an agreement.

This strategy is owned and approved by the Board of Directors of Progroup Board Limited.

[December 22^nd 2021]

List of entities covered by the Tax Strategy

Progroup Board Limited