Suppliers Code of Conduct

Frisbo Efulfillment S.A.

SUPPLIERS CODE OF CONDUCT

Frisbo Efulfillment S.A. ("Frisbo") acts in accordance with minimum principles and standards ("Minimum Principles and Standards") within the company.

The Minimum Principles and Standards are essential both within Frisbo and in the relations between Frisbo and its contractual partners, including Frisbo' Suppliers of goods and services in Romania or in other countries ("Supplier(s)"), ensuring the development of sustainable partnerships.

In this context, Frisbo requires compliance with the Minimum Principles and Standards in its relations with its contractual partners and makes every effort to ensure the enforcement throughout the service supply chain or, as the case may be, procurement chain.

In this regard, Frisbo requires Suppliers to adhere to the Minimum Principles and Standards listed below and has developed its own Code of Conduct (the "Supplier Code of Conduct").

This Supplier Code of Conduct is annexed to all contracts or agreements entered into by Frisbo with Suppliers (the "Contract") and prevails over any provision to the contrary contained in the Contract or other agreements between the parties.

By signing a Contract with Frisbo, the Supplier ensures that the values and ethical principles provided in this Code are complied with and takes measures to promote them.

Frisbo reserves the right to make periodic changes / revisions to the requirements of this Code of Conduct. These shall be applicable starting with the validity date of the revised Code and shall be applied to all Contracts and / or addendums concluded with the Suppliers after this date.

The objective of the Supplier Code of Conduct is to encourage and ensure compliance with the laws and regulations in force in Romania, and not to replace them.

Frisbo's Minimum Principles and Standards are as follows:

1. COMPLIANCE WITH THE LEGAL PROVISIONS

All applicable Romanian laws, regulations and norms, as well as international (including, but not limited to, International Labor Organization conventions and any binding acts issued by the United Nations) or applicable European law are binding and must be exactly observed.

2. RESPECT FOR HUMAN RIGHTS

International and national human rights must be respected and any violations or abuses in this regard must be avoided. Human dignity must be respected as a basic requirement of interpersonal relations and as a constitutional principle.

3. PRINCIPLES AND PRACTICES OF SOCIAL RESPONSIBILITY

3.1 Prohibition of discrimination

It is strictly forbidden any direct or indirect discrimination, by association, harassment or victimization, as well as any exclusion, restriction or preference based on the criteria of race, nationality, citizenship, ethnicity, color, language, religion, category or social origin, traits genetics, sex, sexual orientation, age, disability, chronic noncommunicable disease, HIV infection, political choice, beliefs, family situation or responsibility, union membership or activity, membership in a disadvantaged category.

The principle of equal opportunities shall be permanently applied, including but not limited to the selection and recruitment of employees.

3.2. Prohibition of forced labor, slavery and inappropriate disciplinary measures

Forced labor and slavery of any kind are forbidden. The application of any violent measures or mental or physical coercion, verbal violence or any form of disciplinary or pecuniary sanctions not permitted by law, are prohibited.

3.3. Prohibition of child labor

Child labor, as defined by the United Nations Convention on the Rights of the Child, is prohibited. Violations of this prohibition must be eliminated through documented strategies and procedures, and any violation found shall require appropriate and immediate action by the Supplier to remedy it in the best interests of the child.

3.4. Observance of the legal provisions regarding the employment of minors

The employment of minors is done in strict compliance with the applicable international and Romanian legal provisions. For minors employed according to the law, the duration of working time is 6 hours per day and 30 hours per week. They cannot work at night, work overtime, or be exposed to dangerous, unsafe, or unhealthy situations that may endanger their physical or mental integrity, health, or development.

3.5. Compliance with the provisions regarding working conditions and remuneration

The Supplier shall strictly observe the national legal provisions related to the labor legislation, especially but not limited to the Labor Code, the Social Dialogue Law no. 62/2011, Law on health and safety at work no. 319 of July 14, 2006, with the amendments and completions in force. The Supplier shall provide sufficient remuneration to meet the basic needs, in accordance with the national legal norms and/or the applicable collective agreements regarding the minimum wage. The basis for the payment of the workers must be communicated to them in a timely manner and in a clear, transparent manner. The Supplier shall not use salary deductions as a disciplinary measure.

Working hours and overtime shall be established in accordance with the maximum limits established by law, respectively 40 hours per week and maximum 8 hours per week for overtime. The Supplier shall observe the right to paid annual leave to all workers with whom it collaborates.

3.6. Occupational safety and health

All occupational safety and health conditions must be ensured in accordance with the law and in accordance with fundamental human rights, including those concerning hygiene and sanitation, fire safety, risk protection, emergency preparedness, injury prevention and occupational disease, physically exhausting work, by implementing a structured health and safety management system, assumed at the highest level by management.

Workers shall be trained effectively and realistically, periodically, in connection with occupational health and safety

The Supplier shall designate a person responsible for the health and safety of the personnel in accordance with the legal provisions, who shall ensure the introduction and observance of the occupational health and safety standards.

3.7. Respect for freedom of association and the right to collective bargaining

The rights of workers to associate or form labor organizations and to exercise their trade union rights, as well as the rights to carry out any collective action permitted by law, such as negotiations, shall be respected. Any form of discrimination or sanction of workers as a result of the exercise of these rights is prohibited.

4. BUSINESS PRINCIPLES AND PRACTICES

4.1. Prohibition of corruption

Taking and giving bribes, influence peddling, buying influence and any other forms of corruption or assimilated to it are prohibited. All applicable legal provisions regarding the acts of corruption contained in (but not limited to) the Criminal Code and Law no. 78 of May 8, 2000 for the prevention, discovery and sanctioning of acts of corruption, with the amendments and completions in force shall be observed.

Any situations of conflict of interest or similar that may create the appearance of corruption or may pose a risk of corruption shall be avoided.

4.2. Prohibition of money laundering and terrorist financing

All applicable legal provisions regarding money laundering and terrorist financing contained in (but not limited to) Law no. 129 of July 11, 2019 for preventing and combating money laundering and terrorist financing and its application norms, with the amendments and completions in force shall be observed.

4.3. Compliance with competition law

The competition legislation shall be observed exactly, in particular, but without being limited to the Competition Law no. 21 of April 10, 1996, Law no. 11 of January 29, 1991 on combating unfair competition, regulations and instructions of the Competition Council, with the amendments and completions in force. Any kind of anticompetitive agreements or practices are prohibited.

4.4. Protection of personal data

The Supplier shall comply with all European and national provisions regarding the protection of personal data applicable to it (including but not limited to Regulation No. 679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ("GDPR Regulation") and Law No. 190 of July 18, 2018 on measures to implement the GDPR Regulation, as well as the provisions agreed by the Contract.

5. PRINCIPLES AND PRACTICES REGARDING THE PROTECTION OF THE ENVIRONMENT

The international and national legal provisions regarding the environment shall be observed, in particular, but without being limited to the Emergency Ordinance no. 195 of December 22, 2005 on environmental protection, Emergency Ordinance no. 92 of August 26, 2021 on the waste regime, Law no. 249 of October 28, 2015 on the management of packaging and packaging waste, Law no. 104 of June 15, 2011 on ambient air quality, Emergency Ordinance no. 5 of April 2, 2015 on waste electrical and electronic equipment, Decision no. 856 of August 16, 2002 on waste management records and for the approval of the list of wastes, including hazardous wastes, with amendments and completions in force.

The Supplier shall act permanently in the spirit of environmental protection, of minimizing the impact on it and for the adoption and application of concrete measures for these purposes. In this sense, the Supplier shall minimize or avoid energy consumption and pollutant emissions. All workers shall be informed and trained correctly and completely on how to use harmful materials and substances.

6. RESPECT FOR CONFIDENTIALITY

The Supplier shall respect the confidentiality of any confidential information to which it has access in its relationship with Frisbo.

The information considered confidential is that mentioned by the Contract as having this character or physically marked with the sign "Confidential" or those whose confidential character results from the Contract and/or from the collaboration with the Supplier and/or from the usual commercial practices. Unless otherwise provided in the Contract, the information relating to the organization, strategy, financial situation, business plan, licenses, trademarks, software and computer programs, knowhow, plans and information related to production/trade is confidential information, information related to product marketing, cost prices, pricing procedures, marketing plans, business strategy, customers, internal and/or external Suppliers, inventory and any information/data/documents of any kind and situations with which it entered in contact and which the Supplier became aware of, even incidentally or accidentally during the collaboration with Frisbo and after its termination.

Frisbo's quality of Supplier is considered confidential information in any situation and may not be communicated or disclosed to third parties unless with the express prior written consent of Frisbo. Information regarding Frisbo already known to the public and/or the Supplier through the mass media or from public sources is not considered confidential information.

7. OBSERVANCE OF Frisbo'S INTELLECTUAL PROPERTY RIGHTS

The Supplier shall respect all the property rights of Frisbo, regardless of their object (image, brand, logos, slogans, trademarks, logos, inventions, patents and/or any other elements of intellectual and industrial property of and/or in connection with Frisbo).

In this sense, the Supplier shall refrain from communicating, disclosing, using, displaying, referring to, modifying, altering, etc. these elements, regardless of how (direct, indirect, written, verbal, by electronic means of communication, by posting on the website, by distribution on social networks) without the prior, express and written consent of Frisbo.

8. INTERNAL AND CHAIN IMPLEMENTATION OF MINIMUM PRINCIPLES AND STANDARDS

The Supplier ensures compliance with the Minimum Principles and Standards provided by this Code of Conduct throughout the Contract.

The Supplier agrees that compliance with this Code of Conduct is an essential contractual obligation, with all the consequences arising from it, according to Romanian law (including but not limited to termination of the Contract, damages and other sanctions permitted by law). The implementation and monitoring of the Minimum Principles and Standards at the level of the Supplier shall be achieved through an internal strategy of the Supplier and through an appropriate internal procedure, which shall also include a system for reporting and sanctioning their violation. The Supplier shall ensure that its own workers, collaborators, affiliates, subcontractors and their representatives, with a role in the execution of the Contract, shall observe exactly the Minimum Principles and Standards and shall adhere to this Code of Conduct. The Supplier shall also obtain the agreement of all such third parties to carry out the audits provided for in Article 9.

9. MONITORING AND SOCIAL, ENVIRONMENTAL AND COMPLIANCE AUDITS

The Supplier agrees to make available to Frisbo, upon request, elements, documents, necessary information for Frisbo, to assess compliance with this Code of Conduct.

The Supplier also agrees to accept social and/or environmental and/or health and safety and/or compliance audits ("Audits") by Frisbo and/or any interested party designated by Frisbo (Frisbo customers, Frisbo shareholders, etc.), as the case may be. The interested parties indicated by Frisbo are referred to hereinafter as the "Auditor". The audits shall be carried out with mandatory prior information of the Supplier, at the Supplier's registered office, at Frisbo's registered office and/or in any other place where the Supplier carries out its activity within the Contract. Audits include, but are not limited to, inspections at any relevant premises/locations, questionnaires and/or interviews with the Supplier's workers / employees / collaborators / subcontractors.

The Supplier undertakes to make available to Frisbo relevant documents and information necessary for the Audits, as soon as possible, to allow the Auditor access to all the relevant, necessary spaces and to facilitate as much as possible the development of these Audits.

If the results of the Audit reflect non-conformities, the Auditor shall submit to the Supplier a plan for the elimination of these non-conformities which shall include the necessary measures and the corresponding deadlines. The Supplier undertakes to follow exactly these action plans and to inform the Auditor of the measures taken.

10. REPORTING VIOLATIONS OF THE CODE

The Supplier shall immediately inform Frisbo's designated representative of any ethical or legal violations committed by any person required to comply with this Code (Supplier's employees, collaborators, affiliates, subcontractors and their representatives) or of any reasonable suspicion in this regard. Unless otherwise provided in the Contract, Frisbo' designated representative is the person who signed the Contract on behalf of Frisbo. Frisbo shall take all necessary protective measures against the person who reports such violations or suspicions of misconduct (especially confidentiality regarding its identity).

Frisbo Efulfillment S.A.

Bogdan Colceriu