Anti-Corruption Policy

Preamble

The management of anti-corruption activities is of fundamental importance to the sustainable development and values held by Tel-Ster Sp. z o.o. (hereinafter: the "Company"). Actions in this area directly reflect the Company's image as a stable and responsible employer and business partner conducting its operations in a transparent manner, with respect for universal norms of business ethics and integrity. With the foregoing in mind, we have adopted and strictly adhere to the principle of "zero tolerance for corruption," while maintaining compliance with applicable legal regulations and voluntary commitments concerning the fight against corruption. Our priority in managing anti-corruption activities is to eliminate the factors that increase the risk of corruption within our business operations, thereby upholding the principle of "prevention first."

Purpose of the Policy

§ 1.The purpose of this Policy is to establish a general framework for the operation of the system for countering corruption risks and preventing conflicts of interest within the Company, and in particular to strengthen the awareness of the Company's employees, representatives, and stakeholders with regard to the adopted ethical standards.

General Principles

§ 2. 1.The provisions of this Policy are binding on all employees of the Company and persons representing it in contacts with business partners and public authorities.

2.The Company conducts its business in compliance with the law, in a responsible, transparent, diligent, and honest manner, protecting its image as a stable and responsible employer and business partner operating with respect for universal norms of ethics and integrity in business.

3.In carrying out its activities, the Company is guided by the following principles:

1. zero tolerance for any manifestations of corruption or other unethical practices carried out for the purpose of achieving financial or personal gain;
2. elimination of factors that increase the risk of corruption;
3. prevention of conflicts of interest;
4. full commitment to activities related to maintaining, monitoring, and continuously improving the system for countering corruption risks;
5. fostering appropriate attitudes toward corruption risks among employees, persons representing the Company, and contractors.

Prohibited Corrupt Conduct

§ 3.It is strictly prohibited to engage in, participate in, promote, or incite any corrupt conduct, including:

1. bribery — i.e. any activity involving the acceptance, promise, or offering of any financial or personal benefit (directly or indirectly) with the aim of obtaining another benefit, in particular with the aim of inducing another person to act in bad faith or to breach the principle of impartiality; a benefit shall mean any object, good, or action that leads to obtaining any financial or personal enrichment, improving the situation of the person who receives it or a person associated with them; benefits may be of a financial nature (e.g. gifts, money, meals, invitations to cultural or entertainment events, loans granted on preferential terms) or personal nature (e.g. provision of training, media promotion, an internship, vocational instruction, an offer of employment or cooperation, a decoration);
2. paid protection — i.e. undertaking to act as an intermediary in resolving a matter by invoking influence in a state institution, local government, international or national organisation, or a foreign organisational unit administering public funds, or by inducing another person to believe or reinforcing their belief in the existence of such influence, in exchange for a financial or personal benefit or the promise thereof; paid protection shall also mean: granting or promising to grant a benefit in exchange for intermediation in resolving a matter in a state institution, local government, international or national organisation, or a foreign organisational unit administering public funds, consisting of unlawfully influencing the decision, action, or omission of a person performing a public function in connection with the performance of that function;
3. an impermissible preferential act — i.e. an act leading to the preferential treatment of a contractor, service, or performance, carried out contrary to the Company's interests in exchange for the granting or promise of a financial benefit;
4. abuse of authority — i.e. acting beyond one's scope of competence or acting in a manner inconsistent with the provisions of law, the company's articles of association, professional duties, or the Company's interests, in exchange for the granting or promise of a financial benefit;
5. failure to fulfil duties — i.e. refraining from carrying out an imposed obligation or improperly fulfilling it in exchange for the granting or promise of a benefit;
6. acceptance of a benefit — i.e. accepting a benefit directly (e.g. in the form of banknotes placed in hand) or indirectly, meaning accepting information that a benefit was granted in another manner (e.g. transferred to a bank account or to a third party); the mere fact of accepting a benefit constitutes a criminal offence;
7. acceptance of a promise of a benefit — i.e. accepting a proposal made by a person who declares that they will grant a financial or personal benefit in the future;
8. conditioning the performance of an official act — i.e. giving to understand, in any form that is sufficiently clear and comprehensible to the other party, that an act will be performed only when a benefit has been received or a promise thereof has been given;
9. demanding a benefit — i.e. a firm, resolute, or categorical demand for something in return for carrying out the relevant official acts; the difference between conditioning the performance of an official act and demanding a benefit is that the performance of an act can only be conditioned on something before that act has been undertaken, whereas a demand for a benefit may arise at any stage — before, during, or after the official act;
10. nepotism — i.e. granting another person an unjustified advantage over equally positioned parties, such as job candidates, in exchange for a private benefit or other favours rendered to the decision-maker; favouring family members or acquaintances;
11. cronyism — also known as patronage, i.e. a corrupt practice involving the abuse of power by influential individuals in order to achieve a specific social position or material benefit; the mutual support of a group of persons connected not only by blood ties (kinship), but also by closeness or membership of a particular group;
12. obstructing or impeding a public tender — i.e. entering into an agreement with another person acting to the detriment of the owner of property or the person or institution on whose behalf the tender is being conducted, in exchange for the granting or promise of a financial benefit.

Obligation to Report

§ 4.Any person, and in particular any employee or person representing the Company, who participates in an event bearing the hallmarks of corruption, witnesses such an event, or has information about such an event, is obliged to report it without delay.

Whistleblower Protection

§ 5. 1.The Company provides persons reporting actual or suspected corrupt events with dedicated, confidential communication channels that ensure, among other things, the protection of personal data and protection against retaliatory action.

2.In the event of suspected breach of this Policy, explanatory proceedings will be initiated to establish the facts and assess whether a breach has occurred. Where a breach of the law is revealed, the Company makes a report and cooperates with the relevant public authorities in the investigation.

Conflict of Interest

§ 6. 1.All employees, collaborators, and representatives of the Company are obliged to carry out their professional duties in accordance with the principles of objectivity and impartiality, avoiding situations involving a conflict of interest.

2.A conflict of interest means a situation in which a person has a private interest (e.g. by providing work for another entity or conducting business activity) or has family, financial, or social ties that influence or may influence the impartial and objective performance of professional duties.

3.Employees, collaborators, and representatives of the Company should avoid situations in which their actions (e.g. invoking personal connections, giving expensive gifts) or omissions could lead to a conflict of interest on the part of clients or contractors.

Business Gifts

§ 7.The offering or accepting of business gifts (hereinafter also "gifts") is a common way in which business partners express courtesy and respect toward one another. Therefore, the exchange of gifts in purely business relationships is, as a rule, permitted, provided that the gift complies with applicable legal regulations and accepted business conduct principles.

Business Gifts Not Requiring Supervisor Approval

§ 8.The acceptance and retention of a gift up to a value of PLN 200 gross (hereinafter referred to as the "threshold value") is acceptable, provided that the gift and its value represent commonly accepted business practices, the giver will not be suspected of improper business conduct, and the circumstances referred to in § 12 do not apply.

Business Gifts Requiring Supervisor Approval

§ 9. 1.Supervisor approval for accepting a business gift is required if the value of the gift exceeds the threshold value specified in tax regulations (PLN 200 gross).

2.Supervisor approval for accepting a business gift whose value does not exceed the threshold value (PLN 200 gross) is required if such gifts are successive gifts from the same donor within the last 12 months and their total value exceeds twice the threshold value.

Estimating the Value of a Gift

§ 10.Where the recipient has doubts regarding the value of a gift, they are obliged to estimate that value with due diligence or, alternatively, to ask the donor to provide that value.

Principles for Accepting Gifts

§ 11.When deciding whether it is appropriate to accept a gift, the following should be taken into account in particular:

1. its estimated value, compared to the value of gifts given within the framework of typical business practices;
2. the estimated total approximate value of gifts already received in the current year from a given contractor;
3. any applicable legal restrictions and good practices (the principle of legality);
4. the principle of honest intent on the part of the giver:
   1. the gift is not presented at a time when the recipient is participating in a decision-making process whose beneficiary would be the giver or a person associated with them;
   2. the giver does not intend to influence the recipient's objectivity in making business decisions;
   3. the gift is intended solely for building or strengthening business relationships or as a gesture of courtesy;
5. the principle of proportionality:
   1. the business gift is appropriate relative to the position or function held by the recipient;
   2. the gift is related to a specific occasion and is given sporadically;
   3. the value of the gift is consistent with accepted standards in the given circumstances;
   4. the gift does not impose any obligations on the recipient and does not create the appearance of such obligations;
6. the impact of the gift on building positive business relationships for the Company.

Unacceptable Business Gifts

§ 12.It is unacceptable to accept a business gift if the gift is offered in circumstances indicating an expectation of reciprocity or the creation of an obligation to make business decisions, or if at least one of the following conditions applies:

1. the gift takes the form of money (in the form of cash or another means of payment, including cryptocurrency) or a monetary equivalent (e.g. a cheque, voucher, gift card, etc.);
2. the gift takes the form of a sponsored trip or leisure travel;
3. the gift is inappropriate (in particular due to its value).

Returning Gifts

§ 13.Persons offered a gift in a manner inconsistent with the requirements described above should, as a rule, refuse to accept it at the time of presentation. If refusal is impossible or, in a justified assessment, could expose the Company to negative consequences, the recipient must, after accepting the gift, immediately inform their supervisor of this fact and subsequently transfer the gift to the Company's disposal for charitable purposes.

Final Provisions

§ 14.This Policy enters into force on the date specified in the resolution of the Management Board.