Code of Conduct

1. General Principles

1.1 This Code of Conduct (hereinafter referred to as “the Code”) is a summary of the principles of the Greek société anonyme “ALINDA-VELCO SOCIÉTÉ ANONYME INDUSTRIAL TRADING COMPANY FOR THE MANUFACTURING AND MARKETING OF INDUSTRIAL RAW MATERIALS AND CHEMICAL PRODUCTS” (“ALINDA-VELCO S.A.” as well as of its subsidiaries, affiliates and branches in Greece and abroad hereinafter collectively referred to as “the Group”) and covers a wide range of business practices and procedures by establishing non-negotiable minimum standards of behavior of Group employees.

1.2 The Code does not replace the various existing corporate directives, regulations and operational collective agreements of the Group, which cover in more detail some of the issues mentioned in the following paragraphs.

1.3 The Group is committed to achieving high standards of business conduct and operates with due diligence with shareholders, employees, customers, suppliers, competitors, government representatives, authorities and citizens of the countries in which it operates.

1.4 All employees shall be aware of this Code and adhere strictly to it. Since this Code is not capable of covering every possible state of daily business activity, employees need to use their own common sense and critical thinking by applying these principles and in any cases of doubt, seeking guidance from their superiors.

2. Scope

2.1 Compliance with and implementation of the principles of the Code applies to all those working in the Group, irrespective of their contractual form or duration (full-time, part-time, independent, fixed or indefinite term service, contract, etc.) and irrespective of their hierarchical position (board members, managers, heads of departments, etc.).

2.2 The terms “employees” or “staff” in the present Code shall mean all those who contribute to corporate action through their contractual relationship with the Group, i.e. employees, workers, associates, executives, managers, directors or board members.

2.3 The Group encourages subcontractors, suppliers, consultants, customers and other business partners to adopt the principles contained in this Code of Conduct.

3. Compliance with the Laws

3.1 A basic principle of the Group is the respect and compliance with the applicable laws and regulations of the State in its respective country of activity. In the event of a conflict between the law and the principles contained in this Code, the law shall prevail.

3.2 It is the individual responsibility of all employees to be aware of the laws and regulations that are relevant to their work and duties and they must avoid any activity that could involve the Group or themselves in an illegal act.

4. Professional Behavior – Compliance with Business Procedures

4.1 Employees shall behave willingly, with ethos and courtesy appropriate to the reputation and prestige of the Group in their dealings with customers and suppliers in order to better promote its products. In particular, the directors and managers of the Group, in addition to their responsibility as employees and their obligation to act in a fair and just crisis, should behave by giving a good example, inspiring respect to the staff and forming a standard of professional ethics, always protecting corporate interests.

4.2 Employees shall exercise diligence in the performance of their duties, protect and promote the interests of the Group in any lawful manner and devote their skills and experience to the promotion and development of the affairs, interests and rights of the Group. Employees’ patents are the intellectual property and asset of the respective company of the Group. In so far as the design, promotion, invention or improvement of a product or solution or service provided to a Group’s customer is directly or indirectly related to the Group’s business activity, it is considered to be the property of the Group, regardless of whether this invention or improvement was achieved in working hours and days by employees, permanent associates or third parties involved.

4.3 Employees are required to arrive at work at the specified time, not to be absent without permission or unnecessarily, to perform their work, the duties and responsibilities assigned to them with diligence, in accordance with the corporate guidelines and guidelines of their supervisors and not to be engaged during their working hours in other cases unrelated to their work and especially when they: (a) oppose the interests of the Group; (b) cause even partial reduction of their or their colleagues’ productivity; (c) call into question the conscientious exercise of their duties.

4.4 Proper and accurate record keeping is a necessary condition for the smooth operation of the Group. The records contain all information created and used under the scope of the Group’s activity. Those who, due to the nature of their work, keep records, must ensure their accuracy and completeness.

4.5 Employees are required to produce records, reports and general notes in a responsible way and to check the completeness and correctness of the information they provide to their colleagues, to the management of the Group or to third parties. Written reports and other data as well as the data of the electronic systems should be stored and kept according to the policies of the Group’s IT systems.

4.6 Every employee shall be fully aware of the Group’s instructions and circulars that relate to his/her duties and define the responsibilities of each job position as well as the rules relating to the hierarchy and responsibilities of each job.

4.7 Each employee shall respect and observe the applicable business procedures as notified to him/her, including but not limited to, a procedure for granting leaves, a procedure for the assignment of tasks by the individual supervisor or director, written notifications or updates to colleagues for performance of work, adherence to internal deadlines.

4.8 Each employee has to develop and develop his/her skills to adapt to the technological developments in his/her field of work and to use the new technological means provided to him/her by each company of the Group in the course of his/her work (for example, new means of electronic or telephone communication, software for organizing work and/or reporting, etc.). To this end, the Group is committed to enhancing the knowledge and skills of its staff.

4.9 Every employee must show cooperative behavior and team spirit and promote constructive co-operation, prioritizing urgent work, always in respect of the interests of the Group. All employees must behave professionally at work and avoid events or behaviors that may reduce their productivity or create problems in the workplace.

4.10 Smoking is prohibited in all indoor areas of the offices, factory and logistics buildings of the Group’s companies. It is also forbidden to consume alcohol at work or within the Group’s premises, except for specific events that take place after approval by the Group’s administration. In any case, the possession, use, sale, distribution or supply of illicit drugs or other prohibited substances is forbidden during work time or within the premises of the Group. Additionally, it is forbidden to go to work or to drive a corporate vehicle under the influence of alcohol or any illegal drug or prohibited substance.

5. Group’s Asset Protection

5.1 Group assets are both material or tangible and visible assets and goods (e.g. revenues, buildings, cars, machinery, furniture, goods, computers, other equipment, appliances, corporate credit cards, etc.) but also intangible assets (e.g. studies, ideas, know-how, reputation, patents, trademarks, brand names, etc.). In particular, this includes supplier and customer lists and other market information as well as any other data and information to which employees have access as a result of their work.

5.2 Every employee of the Group must protect the assets of the Group from any kind of damage (e.g. loss, theft, destruction, misuse or unauthorized use). Loss is defined as any act that may harm the smooth day-to-day operation or reputation of the Group or adversely affect others directly or indirectly with its interests. In particular, employees should use the Group’s cash and cash equivalents only for the Group’s business activities. Misuse or theft of Group’s assets may result in penalties, including termination of the employment relationship (subject to compliance with local law) and may be a cause of civil or criminal prosecution.

6. Use of Media and Computer Software

6.1 Τelephone systems (including mobile phones) and the Internet or e-mail access rights of the Group are its property and should therefore be used exclusively for job-related communications.

6.2 The use of the Group’s equipment is allowed to its employees only after the granting and using of a unique combination of username and password. It is forbidden to use the username and password of another employee or/and to use it for any illegal activity.

6.3 Internet use is not allowed to watch entertainment videos, online games or/and to access facebook or/and other social networking applications. However, certain employees authorized by the Group may access the Internet for purposes relating to the position they serve.

6.4 Employees may not install, use or create any other software (applications, games, etc.) than the ones installed by a Group’s company. The installation of new programs should only be done in consultation with the individual IT Officer.

6.5 The email address provided by the Group to its employees is a means of communication for business purposes only and is prohibited from being disclosed on websites of the Internet for purposes other than those of the Group. “Suspicious” messages are the most common way of spreading viruses online. That is why it is forbidden to open archives with promises of gifts, lottery announcements, etc. and any message foreign to the Group’s purposes.

7. Conflict of Interests

7.1 Employees should avoid any act that may conflict with their personal interests (or some of their family members) with those of the Group. Indicatively and not restrictively: (a) employees may not own, directly or indirectly, or hold a significant economic interest in a supplier, customer, competitor or other company if this may affect their business decisions; (b) employment, in any capacity or function, in a competitive company or partner of a Group company is forbidden without the prior written permission of the Group; (c) professional relationships with relatives, spouses, partners, or close friends can create conflicts of interest that can be difficult to solve (e.g. a spouse to have his or her spouse as supervisor).

7.2 As the listing of cases of conflict of interest for the purposes of the present Code is not possible, it is recommended that the Group’s employees consult their responsible director or the Legal Department of the Group if, in the performance of their duties, they are required to take action for which they have doubts as to whether they cause a conflict of interest.

8. Trading with Customers, Suppliers and Competitors

8.1 It is of prime importance for the Group to satisfy all customers regardless of economic size or other distinction with honesty, reasonable price and complying with all the safety standards of its products.

8.2 The Group provides all potential suppliers with equal opportunities without bias. Supplier selection is based on objective criteria such as the quality of the products and services provided, technical after-sales service, delivery speed, pricing policy, financial solvency as well as the supplier’s experience and know-how.

8.3 The Group does not engage in any agreements between competitors such as price negotiations or other unethical practices that seek to drive a competitor out of the market or prohibit entry to the market by new competitors with unlawful means and generally hinder healthy competition.

9. Protection of Confidential Information

9.1 Confidential information is considered all information about the Group’s business activities, particularly information relating to business strategies, agreements, financial results and other financial data and forecasts, human resources data, information on the acquisition or sale of real estate and equipment, business orders, new products, recipes and product enhancements, merger or merger plans and major administrative or development-related information and strategy of the Group. Also, information of a confidential or secret nature may be information related to copyright or patents of the Group, business plans, product plans, strategic objectives, any unpublished financial information or pricing information, customer and supplier listings, as well as information related to requirements, business choices or customer habits and plans and anything related to organization, development, know-how and the financial benefit of the Group.

9.2 Any employee who holds confidential information about the Group’s operations shall: (a) keep confidentiality and use  information for authorized purposes only; (b) not use such information for personal benefit before it is made public; (c) not misuse information about other third parties with whom he/she has been confidential in his work; (d) not share such information with colleagues or third parties unless such individuals are specifically authorized to receive this information. If an employee is not sure whether and when he/she can disclose information he/she holds, then he/she should consult his/her supervisor or the Group’s Legal Department.

9.3 Confidential information belonging to a third party may be used only after written agreement approved by the Group’s Legal Department.

9.4 All confidential information, in particular, information about customers and suppliers (e.g. databases), know-how, intellectual property of the Group, must be kept in a safe place and returned by the employees upon their departure from the Group.

10. Data Protection

10.1 Personal data is any information that refers to and describes a person, such as: identification (name, age, residence, occupation, marital status, etc.), physical characteristics, education, work (past service, working behavior, etc.), economic situation (revenue, assets, economic behavior), interests, activities, habits.

10.2 A person’s personal data on race or ethnic origin, political opinions, religious or philosophical beliefs, health, social welfare, erotic life, etc. are sensitive.

10.3 The Group takes all necessary measures to ensure the protection of the personal data of natural persons that the Group holds and the employees of the Group shall act the same as well.

11. Respect for Human Rights

11.1 The Group’s policy is to operate under fair and lawful human resources, management processes, without distinguishing between age, race, gender, color, ethnic origin, religion, health, sexual preferences, political or ideological views, or other characteristics of employees, protected by laws and regulations. Employees are required to comply with all laws and regulations and to carry out their work in accordance with the above principle of non-discrimination.

11.2 The Group is against child and forced labor and prohibits sexual or other harassment or exploitation of the Group’s employees at the workplace and generally in the field of its activity.

11.3 The objective of the Group is the honest and fair treatment of all employees as well as their improvement and development.

12. Transparency of Financial Data and Reports

12.1 The Group applies high standards for the accurate, correct and complete observation of its financial data and reports and seeks and ensures transparency in its financial reporting. The Financial Statements are prepared and published in accordance with the relevant national legislation and the International Financial Reporting Standards.

13. Health and Safety

13.1 The Group respects and applies health and safety rules to work, ensures that all employees and business Associates in its premises work in a healthy and safe work environment and take all necessary preventive measures against accidents and occupational illnesses.

13.2 All employees shall comply with hygiene, health and safety rules, in particular, maintain clean and decent the premises they use (office space, sanitary facilities, etc.) and encourage their colleagues to act in the same way.

14. Environmental Responsibility

14.1 The Group develops its business activities in line with environmental protection principles, fully implementing all environmental legislation and responsible practices for environmental impact management. The Group’s business strategy is inseparably linked to sustainable development.

14.2 The Group expects all of its employees/business partners to comply with environmental legislation.

15. Prohibition of Political Grants

15.1 The Group’s general policy is not to make contributions to political bodies, political parties, committees or political persons, in order not to be considered that it promotes certain specific political interests.

15.2 Employees shall be aware that their possible involvement in any political activity should be on a personal basis only, at their own time and at their own expense and in accordance with applicable laws. Money or other resources of the Group (real estate, cars, information systems, etc.) cannot be used for political activities.

15.3 Charitable contributions may be made in accordance with a specially approved budget. Such contributions must serve solely the purpose of charity or cultural development.

16. Anti-Bribery and Anti-Corruption Policy

16.1 The Group does not allow bribes, illegal payments, money laundering and unfair practices.

16.2 Employees shall not accept gifts, payments, or other services from third parties (clients, suppliers, competitors, other employees, etc.) in the course of their duties in order to promote or hinder cases related to their duties. The purpose of corporate gifts and entertainment in a business relationship is to create a positive attitude and appropriate working conditions for the progress of business and in no way to obtain an unfair advantage over other customers or suppliers.

17. Report of Illegal or Unethical Behavior

17.1 Employees are encouraged to address to their supervisors, directors, the management of the Group or the Legal Department on a case-by-case basis to deal best with cases that violate or may violate this Code, the corporate policy of the Group or applicable law.

17.2 It is a Group’s policy not to allow or allow third parties to retaliation or unfair treatment of personnel who in good faith makes such reports to protect the interests of the Group. Also, employees have to cooperate in conducting an internal investigation of such cases. Reports will be reviewed and where appropriate, corrective and repressive measures will be taken.

18. Validity and Application of the Code

18.1 The validity of this Code of Conduct begins from the date of its adoption by the relevant governing bodies of the companies of the Group and may be amended or cancelled only by a subsequent written decision.

18.2 This Code of Conduct is communicated to all employees (irrespective of the hierarchical level) of the Group (in Greek language and in exact English translation) by being posted on the Group’s website and all the Group’s staff, as well as its partners, customers and suppliers are expected to get acquainted with all the provisions of the Code.

18.3 This Code addresses and binds both existing and future employees of the Group. In the event of any doubt as to the terms hereof, the employee must contact his/her supervisor or the Group’s Legal Department.

18.4 This Code is governed by and supplemented by Greek law, or in the case of an affiliated company of the Group abroad, by the foreign law of the place where the head office of the respective affiliated company is registered. The competent courts of Athens or, in the case of a foreign affiliate of the Group, the competent courts of the place where it has its registered office are responsible for any dispute that may arise in connection with the interpretation and/or application of the terms of the present Code, which cannot be resolved amicably.