Company

Code of Ethics

Dear colleagues,

Our core values – performance and passion, respect and responsibility, optimism, unity, dedication and dynamism – guide our vision and underlie the success of the Eximprod Grup group. These values contribute to creating an organizational environment that enables us to achieve challenging standards and targets and to be recognized for our performance, but also for the ethical and responsible way we act, because our belief is that the right behaviour can create the basis for long-term success.

In this spirit, Eximprod Grup continuously promotes business principles based on honesty, openness, respect for the promises made, the ability to operate effectively on the market in accordance with the applicable legislation and established rules and traditions.

Being a reference group in our field of work is a big responsibility and it is important for our business to be perceived as flawless in a sector where our partners’ confidence is crucial to our success.

Through each of our roles, we can consolidate this success and it is the responsibility of each of us to understand and act in accordance with the principles of this Code of Ethics and Conduct, to integrate them in our every day actions, to be aware that decisions influence our group’s reputation, and reputation is an essential, hard earned immaterial resource, with profound implications, both inside and outside the group.

The Code of Ethics and Conduct aims to guide, but it is only a starting point. Please see the contents of our Code and think about how it applies to your work. We hope that this Code will serve as a guide in making the right choice when faced with an ethical issue. If you ever have any doubts about the right course of action, talk to your boss or Human Resources Department.

Thank you for your personal commitment to our common goal – to build a solid business based on honesty and integrity – for your involvement, dedication and professionalism, for supporting us and supporting our values.

Sincerely,
Gheorghe Manole
Chairman of the Board

Buzau, 2019

Principles of conduct

2.1. Respect for the law and regulations

Eximprod Grup and its employees will act with honesty and integrity and in accordance with the national and international laws and regulations applicable to our field of activity and in accordance with the regulations and internal procedures in force.

2.2. Respect for the people

General principles

Within Eximprod Grup we respect the people and their rights, we do not tolerate forced and compulsory labour or the exploitation of child labour and respect all labour laws and regulations, including those regarding the employment of minors.

Eximprod Grup does not accept any form of discrimination on grounds of age, gender, sexual preference, race, health status, nationality, political opinions or religious beliefs etc. nor any form of harassment, violence or intimidation.

Eximprod Grup does not allow any investigation regarding the personal beliefs, preferences and tastes of our employees or their privacy in general.

Eximprod Grup ensures that any dissatisfaction, complaint, demand or objection of an employee regarding the infringement of the principles listed above, is treated with maximum fairness and resolved in an equitable manner following this procedure:
a) The employee may submit any dissatisfaction, complaint, demand, objection or problem to the Human Resources Department, in oral or written form. The Human Resources Department must give an answer. Eximprod Grup wishes to solve as many requests as possible in this phase and to find solutions to the complaints, objections and problems of the employees.
b) If no satisfactory resolution has been adopted, the employee can file a written complaint to the General Manager. The decision regarding the complaint is then disclosed to the employee.

2.2.1. Occupational safety and health

Eximprod Grup believes that every employee has the right to work in healthy and safe conditions, as well as the obligation of contributing to a responsible behaviour. In this regard, each employee must exercise their professional work in compliance with safety rules, hygiene and health standards applicable to the workplace and to participate in appropriate training sessions that could be provided in these areas.

Eximprod Grup has implemented the occupational health and safety management, and is continuously concerned with promoting preventive measures, those needed to control health and safety risks and improving performance in this area.

2.2.2. Preventing discriminatory activities, harassment, violence and intimidation

Equal opportunities for employment, professional recognition and career advancement

Eximprod Grup does in no way encourage discrimination against employees, be it in the staff management and training processes or in the recruitment phase. With the help of our HR practices we pursue equality and inclusion of all employees. Decisions are taken based on whether the required job profile corresponds with the employee’s characteristics and/or based on merit, experience and professional skills. In addition, we respect the relevant legislation regarding maternity leave and childcare.

Employee evaluations are conducted in a broad manner, as objectively as possible and involve supervisors, the Human Resources Department and to a certain extent, the people who collaborated with the evaluated person.

Managers are required to develop and improve the professional skills of the employees to ensure the development and growth of their professional skills. Official training is given at certain points in their careers (eg, new employees are initiated at the beginning of the employment regarding the company’s operations and its economic activities), while operating personnel receive periodic training. Each employee’s participation in the training sessions is registered in the staff’s personal data system in order to establish the use of training opportunities and to plan the subsequent training process.

Preventing harassment, violence and intimidation

Eximprod Grup will not tolerate harassment, violence or intimidation. Harassment, violence and intimidation can take different forms and can have serious consequences. We are all responsible for ensuring that these things do not happen within Eximprod Grup. We all have the right to work in an environment without violence, intimidation or unlawful harassment. We will treat each other with respect, and we will address any misconduct. In this sense, Eximprod Grup will not tolerate:
• Any form of harassment;
• Physical or mental abuse;
• Actions or threats intended to intimidate someone or cause fear of injury.
If you happen to assist or learn about any harassment, violence or threats of violence, you should report it immediately by e-mail at etica@eximprod.ro or to the Human Resources Department.

Managers are responsible for maintaining a working environment free of violence and unlawful harassment and for acting promptly in investigating all allegations, in accordance with the law and internal policies. Also, managers need to instill confidence into their teams, treating them with respect and encouraging this type of behaviour within the teams they lead.

Drugs and alcohol

Eximprod Grup will treat any use, sale or distribution of illegal substances or alcohol very seriously. Therefore, Eximprod Grup expects each employee to:

• never work under the influence of illegal substances or alcohol;
• report any concerns regarding the use of alcohol or drugs by a colleague to the Human Resources Department.

2.3. Respect for the Eximprod Grup partners

Eximprod Grup undertakes to fulfill in good faith all its commitments to its customers, suppliers, subcontractors, other business partners, to the public authorities, and to demonstrate objectivity and fairness in relation to them. Fulfilling commitments means more than the mere compliance with contractual obligations and each employee must act in this regard. This means that:
• We communicate accurate information about our products and services in conversations, contracts, sales materials, emails and other reports;
• We only undertake the commitments that we can support. A commitment means any promise, not only what was recorded in contracts. We pay attention to the written or verbal promises we make, and we do not commit to something we can not provide;
• We treat our changed commitments responsibly. Exceptionally, there may be cases where we can not honour a commitment. If that might happen, we will work with the customer or business partner in question to find a suitable solution and discuss the next steps. Also, we are committed to modifying or terminating existing contracts in a proper manner, if necessary;
• We respect and protect the confidentiality and intellectual property entrusted to us. We are committed to protecting the intellectual property of our clients and other business partners as if it were our own;
• We convey accurate and complete documents to the competent public authorities. The information used by our employees and provided to the public authorities must be accurate, complete, real, properly treated and protected, so we can make sure it is not disclosed to unauthorized people.

2.4. Respect for the environment and community

Eximprod Grup is committed to responsibly managing the resources affected by its operations.
Eximprod Grup will avoid the use of toxic substances whenever possible. In case there is no alternative,
Eximprod Grup will minimize the use of toxic substances and ensure their handling and safe disposal.

Whenever possible, Eximprod Grup will limit the waste generated from its operations and will eliminate this waste in compliance with the environmental conditions.

Eximprod Grup promotes the development of green technologies and solutions for saving resources (such as water, energy and raw materials), and implementing logistics strategies with minimum impact on the environment (especially about storage, transportation, transshipment).

Eximprod Grup provides employee training on the proper environmental compliance of work duties and the workplace. It is essential that employees really participate in this training and apply what they learn. Therefore, employees must immediately report any irregularity that is contrary to the applicable regulations or the Eximprod Grup regulations for environmental protection. Also, any remedy must be done properly to minimize any adverse impacts on the environment.

Eximprod Grup undertakes to obtain the permits and approvals from the competent institutions/authorities before building any production facility, following them during the construction and operation of the production unit. The environmental requirements must also be taken into consideration in case of any changes to the production unit’s operation.

Eximprod Grup engages in the community life in an active and supportive manner and we want our social responsibility programs to have positive, sustainable effects for the beneficiaries. We continue successful projects, but also develop new operations that are consistent with our values. Eximprod Grup also encourages employees to make an active civic contribution.

2.5. Respect for fair competition

Eximprod Grup agrees to comply with all the laws and regulations regarding the competition, not to complete hidden agreements and not to seize the market through unfair means or ways that may represent an abuse of dominant position.

Eximprod Grup employees must:
• never ask, accept or discuss confidential information with competitors;
• never encourage customers, suppliers or former employees of competitors to provide information that must be kept confidential.

Eximprod Grup believes that collecting information and business data about the competition is fair business practice, but it must be done legally and ethically. There is no accepted use of fraud, misrepresentation, violation of property or other unethical methods to obtain information on the competition.

2.6. Products and services

Eximprod Grup’s operations are aimed at satisfying and protecting its clients, paying special attention to any requests that could improve the quality of the products and services. In this regard, Eximprod Grup increases its research, development and marketing towards achieving the highest standards of quality for its products and services.

We will protect the health, safety and well-being of our customers, partners and the communities where we operate and we will present all the information brought to our attention that would clearly demonstrate that our products or services violate the safety standards and accepted guidelines, nationally and internationally.

2.7. Preventing corruption
2.7.1. Compliance with anti-corruption rules

Eximprod Grup prohibits the payment, offer or guarantee of illegal advantages, in any form, directly or indirectly, to any third party, including, but not limited to: intermediaries, suppliers, public/government servants, from any country, in order to get a favourable treatment. For the purpose of this Code of Ethics and Conduct, illegal advantages refer to: bribes, contributions to political parties, facilitating payments.

Bribes

Eximprod Grup prohibits the use of any form of illegal payment, monetary or in any other form of benefit in order to get an advantage in dealing with business partners. The ban applies to employees who, through their role and activities within Eximprod Grup understand not to accept and/or not to offer bribes on their behalf or on the behalf of any family members, associates and acquaintances.

In the event of a promise, offer or demand for bribes, Eximprod Grup employees will communicate this to their direct boss.

Contributions to political parties

Eximprod Grup does not put any illegal pressure, directly or indirectly, on political representatives, does not undertake to finance political parties, their candidates or representatives and does not give sponsorships to events that are exclusively aimed at a political propaganda.

Facilitating payments

Facilitating payments are payments made to public/government servants in order to secure or accelerate “routine public/governmental activities” that must be made for the benefit of Eximprod Grup

Eximprod Grup prohibits giving or accepting, directly or indirectly, facilitating payments and benefits of any kind in order to accelerate any activity of the public/government servant. In the event of a promise, offer or demand for facilitating payments, Eximprod Grup employees must communicate this to their direct boss.

A facilitating payment is different from bribery by the fact that it is performed to ensure that the public servants carry out their obligations properly, while bribery is a payment made to ensure that the public servants carry out their obligations incorrectly.

2.7.2. Payments, gifts and benefits

No Eximprod Grup employee can accept or offer any competitor, client, intermediary or supplier any illegal/improper payment, gift or other type of advantage. An exception can be recognised for gifts or invitations of small value, that were not paid in cash and are in accordance with current commercial practices and do not violate any law or regulation.
Eximprod Grup considers offering and receiving reasonable and proportionate gifts as part of a normal business relation but prohibits giving and receiving gifts during a bidding process or when signing a new contract.
Generally, offering and receiving reasonable and proportionate gifts must comply with the following principles:

• Must be reasonable and in good faith;
• Must not be for the purpose of influencing the decision making in an inappropriate manner. Must avoid everything that would give the appearance of inappropriate actions;
• The gifts should only be given or received on rare occasions and must contain the logo of the giver;
• There must be written and accurate documentation and justification for the type of gifts that are given/received.
• Avoid gifts given to family members or relatives of EXIMPROD’s clients’ employees.

2.8. The protection, transparency and completeness of the information within EXIMPROD
2.8.1. Confidentiality

The information on stakeholders is processed by Eximprod Grup respecting the principle of confidentiality.

Eximprod Grup has implemented ISO / IEC 27001: 2013 implemented, the Information Security Management System. To this end, Eximprod Grup has adopted special procedures on data protection, as follows:

• it has established an organizational structure for processing information that ensures proper separation of roles and responsibilities;
• it classifies the information by increasing levels of sensitivity, adopting appropriate countermeasures for each processing phase;
• it requires the involved third parties to sign confidentiality agreements.

Each employee must properly protect and maintain the confidentiality of the information or documents that are not public and that could damage EXIMPROD’s interests. Confidential information refers, but is not limited to current, past or prospective Eximprod Grup customers, budgets and estimates of their ideas, strategies, designs, trade secrets, product development and sales and marketing strategies, unpublished financial results, changes in Eximprod Grup ownership, organizational changes, all information relating to signing or terminating major contracts, mergers, acquisitions or sales and liquidations of companies.

Each employee must maintain confidential information or documents that are not public, unless there is an explicit permission to do so or if they are not protected by a confidentiality clause. The distribution of such information and documents is prohibited even within the company, unless it is for the business.

Eximprod Grup undertakes to never provide third parties or unauthorized persons, personal data of its employees in accordance with Law no. 677 of November 21 2001 for the protection of individuals regarding the processing of personal data and the free movement of such data, as well as special data with a general identification role (the personal number and serial number of the ID), unless expressly stipulated by law.

2.8.2. The transparency, integrity and completeness of the information

Eximprod Grup advocates for a system based on honesty, integrity and transparency of information communicated to all partners. Therefore, every employee who takes part in analysing and/ or disclosing this information will provide comprehensive, transparent, understandable and accurate information so that the Eximprod Grup partners can make independent, informed decisions regarding the involved interests, the alternatives and any of their significant consequences.

Eximprod Grup has adopted organizational and management models capable of ensuring the accuracy and veracity of official information (financial statements, periodic reports, information leaflets etc.) and to prevent illegal actions, such as accounting fraud, market manipulation, false reporting to the authorities etc. All Eximprod Grup records, including but not limited to: payroll, travel reports, e-mails, financial and accounting data, electronic data files and other records kept throughout the normal course of business, including those regarding the production line production or the commercial ones, must be complete, accurate and reliable in all aspects.

Hidden or unregistered funds, payments or receipts are forbidden and are not compatible with Eximprod Grup business practices.

2.9. Protecting the property and resources

Each employee is responsible for the proper use and protection of EXIMPROD’s goods and resources. Property and resources include both physical assets such as space, materials and equipment, communications systems, such as computers, Internet service, telephones and email, as well as business and technical confidential information and other elements of intellectual property such as patents, licenses, copyrights and trademarks. To this end, each employee must:

• only use of the space, materials, equipment and other physical assets including company credit cards for authorized purposes related to the responsibilities of their position;
• not to take part in actions involving fraud, theft, misappropriation, embezzlement or similar illegal activities. Eximprod Grup treats these offences very seriously. To report a crime, please send an email to etica@eximprod.ro.
• only use communication via e-mail, Internet, telephone and other Eximprod Grup systems for business reducing the personal use to a minimum. It is forbidden to use the Eximprod Grup communication systems in ways that could be perceived as illegal, with harassment or offensive connotations or that could create a negative image of the Company, both during, and outside working hours, at the company’s offices or in another location.
• respect the Eximprod Grup principles of conduct and ethics when engaging in discussions that directly affect the company, via SMS, e-mail, social networks or the Internet;
• to protect some of the most valuable assets of the company, namely: confidential business and technical information, as well as other elements of intellectual property, such as patents, licenses, copyrights and trademarks. Every employee has the obligation to properly manage intellectual property rights and prevent their unauthorized use. Equally as important is respecting the

3.1. Communicating the Code of Ethics and Conduct

the Code of Ethics and Conduct is brought to the attention of all those involved through specific communication operations (for example, supplying a copy of the Code of Ethics and Conduct to each employee, a special section in this regard included in the documents management system, including a Code binding clause in all contracts, including those with Eximprod Grup customers, suppliers etc.).

To ensure that all Eximprod Grup employees have correctly understood the Code of Ethics and Conduct, the Human Resources Department prepares and implements an annual training plan that emphasizes the knowledge of ethics principles and standards, with differentiated actions according to the roles and responsibilities of the employees. A special training program is provided for new staff that shows the content of the Code of Ethics and Conduct that must be followed.

This Code of Ethics and Conduct will also be made public on our official website www.eximprod.ro.

3.2. Code violation referral

Eximprod Grup employees, customers, suppliers, public/government authorities and other third parties can report any known violations or any suspicion of violation of the code, including any violation of legal regulations, rules, standing orders or policies applicable within the company through a notification sent to etica@eximprod.ro

If an employee knows of or suspects a violation of this Code, he/she must immediately report to his/her superior. The immediate superior will contact the Human Resources Department and together with the employee, will investigate the case. If the employee does not feel comfortable in reporting the situation to the immediate superior or does not receives a satisfying answer, the employee should contact the Human Resources Department directly.

All complaints of known or suspected violations of this Code involving the accuracy of the Company’s financial statements or any related issues should be reported to the Director General of Eximprod Grup

All reports of known or suspected violations of the legal regulations or of this Code will be treated with discretion and delicacy. Each head of department, together with the Human Resources Department will protect the identity of all employees, to the extent possible, in accordance with the law and with EXIMPROD’s need to investigate the problem.

3.3. Policy against retaliation

Eximprod Grup strictly forbids any retaliation against an employee who, in good faith, seeks help or reports a known or suspected act of infringement. Exercising any type of retaliation against an employee because he/she, in good faith, sought help or filed a complaint will be subject to disciplinary action, which may lead to the termination of employment for those found guilty.

3.4. Waivers

Waivers of this Code will only be granted in exceptional circumstances. For Eximprod Grup employees, they can only be granted by the General Manager. Any waiver of this Code for the Eximprod Grup top management may only be granted by the Board of Directors.

3.5. Applicability and validity

The Code of Ethics and Conduct applies within Eximprod Grup and imposes restrictions regarding the conduct of all collaborators. In conducting their business and managing relationships with third parties, the Eximprod Grup collaborators state that they will be guided by equivalent principles, otherwise Eximprod Grup reserves the right to terminate all commercial relations with them.

Eximprod Grup represents the Eximprod Grup Group, Eximprod Grup Power Systems, Total Electric Automation and all affiliates, that is why Eximprod Grup requests all employees, including those working part-time or under fixed-term contracts, to follow the general principles and values of this Code of Ethics and Conduct.

The continuous implementation and improvement of the principles described in this code represents a priority concern of the Eximprod Grup strategy.

This Code of Ethics and Conduct will come into force on July 1, 2019 and will be valid until the next review.