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Code of Conduct

Scope and Introduction

This document describes Code of Conduct and Business Ethics (“Code of Conduct”) of Retail Logistics Excellence – RELEX Oy and its affiliated companies globally (“RELEX”).

This Code of Conduct has been approved by RELEX’s Board of Directors on 9 November 2021.

The Code of Conduct applies to all employees at all levels of RELEX organization globally. All directors, officers, and employees (whether permanent, temporary, or fixed-term, including also interns, trainees, freelancers, agency workers and other hired personnel) (“Representatives”) are required to be familiar with the Code of Conduct, comply with its provisions, and report any suspected violations.

We also expect that all our contractors, partners, suppliers, and vendors act in a manner which is consistent with the principles set out in this Code of Conduct.

RELEX has zero-tolerance for retaliation against any Representative who raises concerns under this Code of Conduct. Any form of retaliation or unfair treatment against Representative who raise concerns or questions about unethical or illegal behavior or other breach of this Code of Conduct will not be tolerated. RELEX expects that all concerns are raised in good faith, and we encourage our Representatives to speak up whenever there is a good faith concern about unethical or illegal behavior or other breach of this Code of Conduct.

This Code of Conduct has been adopted in order to:

(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, any governing body and in other public communications made by the Company;

(c) promote compliance with applicable governmental laws, rules and regulations;

(d) promote the protection of Company assets, including corporate opportunities and confidential information;

(e) promote fair dealing practices;

(f) deter wrongdoing; and

(g) ensure accountability for adherence to the Code.

1 Compliance with Laws and Good Business Practices

1.1 Compliance with Laws

RELEX is committed to complying with all mandatory applicable laws and regulations, both in letter and spirit, in the countries where we operate, including export control and fair competition laws and practices. In the below sections we have addressed certain specific topics relating to legal compliance.

1.1.1 Competition Compliance

RELEX is committed to complying with competition and anti-trust laws in all countries where we do business. We will not engage in conduct or practices that are considered unfair competition practices under applicable laws.

1.1.2 Anti-Corruption

RELEX has zero tolerance towards any and all forms of bribery or corrupt practices. We will not pay or promise to pay bribes or other illegal payments that are made directly or indirectly to a customer, government officials or anyone else to secure contracts or facilitate RELEX’s business. We will not tolerate improper or corrupt payments, improper gifts or entertainment, gratuities, favors, or donations aimed to unlawfully promote business and will refuse to make or accept the same. RELEX has adopted an Anti-Bribery and Anti-Corruption Policy that provides more detailed guidelines.

1.1.3 Anti-Money Laundering

RELEX does not engage in any money laundering activities or assist any other party in carrying out such activities. We will escalate and report any suspicious activity that we identify to the relevant government officials for further investigation where required.

1.1.4 Confidentiality

RELEX protects the secrecy of confidential information of its customers, business partners and Representatives. We are committed to ensuring that confidential information is appropriately protected and controlled so that it is not unintentionally revealed to third parties that are not entitled to access such information. Confidential information includes all nonpublic information (regardless of its source) that might be of use to RELEX’s competitors or harmful to RELEX or its customers, suppliers, business partners or Representatives if disclosed.

1.1.5 Data-Privacy

RELEX respects the privacy of its Representatives and other individuals, including employees of its customers and business partners. We are committed to the responsible and fair collection, use and disposal of personal information in accordance with the applicable laws and regulations, such as the GDPR (EU General Data Protection Regulation). RELEX employs appropriate safeguards to protect personal data against unauthorized use or disclosure.

1.1.6 Insider Trading

We at RELEX do not engage in insider trading or misuse of insider information and we are committed to complying with the applicable securities laws that govern trading with securities. When we are granted access to confidential information that can be considered insider information, we will restrict access to such information. Representatives of RELEX are not allowed to use any insider information they have gained in violation of the applicable laws.

1.1.7 IPR and Other Third-Party Rights

RELEX is committed to respecting and protecting the intellectual property of others, including our customers and business partners, as well as honoring the rights of the open-source community. We are committed to complying with the applicable legislation that grants protection to intellectual property, and we refrain from violating third-party intellectual property rights.

1.1.8 Disclosure

Each Representative who contributes in any way to the preparation or verification of RELEX’s financial statements and other financial information must ensure that RELEX’s books, records and accounts are accurately maintained. Each Representative must cooperate fully with RELEX’s accounting and internal audit departments, as well as RELEX’s independent public accountants and counsel.

Each Representative who is involved in RELEX’s disclosure process must: (a) be familiar with and comply with RELEX’s disclosure controls and procedures and its internal control over financial reporting; and (b) take all necessary steps to ensure that all public communications about the financial and business condition of RELEX provide full, fair, accurate, timely and understandable disclosure.

2 Respect and Integrity

We at RELEX are committed to acting with integrity in all matters relating to our business. We believe that all people should be treated with respect and dignity, and we will not tolerate disrespectful behavior against others. Each Representative at RELEX is expected to promote a positive work environment.

2.1.1 Diversity and Equality

RELEX wants to create a diverse workplace where all employees have equal opportunities. We will not discriminate against any employee or job applicant with regard to any personal characteristics, such as age, religious beliefs, national origin, race, color, sexual orientation, gender identity or disability etc.

2.1.2 Anti-Bullying and Harassment

RELEX is committed to ensuring a work environment of mutual respect, a workplace free of all forms of disrespectful behavior or harassment. We have zero tolerance for behavior that creates an intimidating, hostile or offensive work environment. We do not tolerate any form of bullying, sexual harassment, violence or similar offensive or disrespectful conduct against colleagues or other individuals, whether such behavior is verbal, non-verbal or physical.

2.1.3 Conflicts of Interest

RELEX expects that all Representatives act in the best interest of the company and refrain from using company’s property or resources for their own benefit in improper manner. We expect each Representative to avoid any actions that may lead to a conflict of interest between personal interests of the Representative and the interest of the company. Each Representative is required to disclose any personal interests that may affect their judgment in business-related matters or otherwise create a conflict of interest.

Loans by RELEX to, or guarantees by RELEX of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by RELEX to, or guarantees by RELEX of obligations of, any director or executive officer or their family members are expressly prohibited, unless the RELEX’s Board of Directors has given its written approval for the specific case.

Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, their supervisor, the Chief Financial Officer or Head of Legal. A supervisor may not authorize or approve conflict of interest matters or make determinations as to whether a problematic conflict of interest exists without first providing the Chief Financial Officer with a written description of the activity and seeking the Chief Financial Officer’s written approval. If the supervisor is themself involved in the potential or actual conflict, the matter should instead be discussed directly with the Chief Financial Officer.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.

3 Security and Protection

RELEX takes appropriate actions to protect personnel, assets, information, and intellectual property in accordance with the applicable legislation and commitments we have made to our customers and business partners.

3.1.1 Workplace Safety

RELEX is committed to providing a good working environment as well as safe and healthy working conditions for all Representatives working at RELEX offices. Each RELEX Representative is expected to comply with all safety requirements at work, both at RELEX offices and the premises of our customers and business partners (when relevant). We expect that all safety concerns are reported immediately.

3.1.2 Information Security

RELEX takes appropriate measures to protect our own data and information and that of our customers and business partners – this includes both confidential data and personal data. We do this by implementing technology and processes that are aimed to protect the data and information that we possess and handle. Confidential and personal data and information may be shared only when there is a valid business requirement to do so, and access to customers’ and business partners’ information and data must be limited to such persons that have a need to know. All information security incidents must be reported immediately in accordance with the information security policy of the company.

3.1.3 Asset and IPR Protection

RELEX protects its business assets and intellectual property from damage, theft, unauthorized disclosure, and misuse. All Company assets should be used only for legitimate business purposes. Any suspected incident of fraud or theft should be reported for investigation immediately. We will protect and retain our ownership in our intellectual property rights that are vital for our success and the delivery of our services. We will only use such service providers that are committed to protecting our assets that are in their possession and have implemented the appropriate safeguards.

All Representatives owe a duty to RELEX to advance its interests when the opportunity arises. During their employment or service at RELEX, Representatives are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of RELEX assets, property, information or position. Representatives may not use RELEX assets, property, information or position for personal gain (including gain of friends or family members). In addition, no Representative may compete with RELEX during their employment or service at RELEX.

4 Responsible Business

We are committed to conducting our business in a responsible manner that supports the human rights and fosters environmentally sustainable business practices.

4.1.1 Respect for the Human Rights

RELEX is committed to respecting internationally recognized human rights in all our operations and promoting them in practice. We do not tolerate human rights violations in any form. RELEX will not use nor tolerate the use of child labor or any working conditions that are not in accordance with international conventions or applicable legislation. We do not accept any forms of slavery, forced or compulsory labor, or human trafficking.

4.1.2 Environmental Responsibility

At RELEX we are committed to minimizing the negative environmental impacts of our business activities, using environmentally friendly means to conduct business and operating in a manner that enhances sustainable development and business practices.

4.1.3 Social Impact

RELEX promotes socially responsible business practices in all our operations globally. We support our employees who take the initiative to use their own time and skills for the benefit of the communities through volunteer activities.

5 Other

RELEX reserves the right to modify, change, or delete the provisions of this Policy without prior notice.

This Policy is effective as of 17th December 2021.