Kotányi GmbHW

CODE OF CONDUCT

Dear employees,

We are living in times of rapidly changing economic general conditions and an increasing global competition of suppliers of goods and services. Therefore – besides the provision of a high quality of all products and activities – for a company like Kotányi it is important to get and to strengthen the confidence of all stakeholders (consumers, clients, suppliers, authorities…) also by integrity and always ethical behaviour of its employees.

Acting in an ethical way does not only mean the protection of the positive image of our brand and the good reputation of our products. We want to obligate ourselves in all ranks to a fair and correct acting and behaviour towards our colleagues, clients, business partners, consumers, society and environment.

Confidence and good cooperation as well as high ethical and social standards are im-portant basic

principles, which are an inseparable component of our company’s values and therefore also the general principle for all our activities. We are strongly convinced that the esteem of our company’s values “passion, creativity, sense of family and entrepreneuership” will ensure the success of our company also in the future. A code of conduct shall support all employees of the company to show a responsible and ethical behaviour in business live and in the daily cooperation.

Our code of conduct shall eff ectively anchor the principles of behaviour which are im-portant for us in our daily thinking and activities. Besides the guarantee regarding the compliance with all relevant prescriptions and any further internal standards, our code of conduct shall serve as guideline for business activities at all company locations of Kotányi GmbH for all employees, managers and shareholders. The code of conduct has to be accessible for and known by all employees. Together with other organizational instructions, guidelines and regulations of the company the code of conduct ensures that we correctly behave respectively do the right things in business life.

Code of Conduct of Kotányi GmbH

It is one of our absolute concerns that all employees understand and follow our code of conduct without any limit, wherever they are. We expect that our employees always show a good ability to judge also with diff icult decisions and avoid even only the appearance of an inadequate behaviour. Each employee has the right and the duty to report any violation of the regulations of this code of conduct, which she/he notices or of which she/he becomes aware, directly to the management, the compliance off icer, the group HR director or in an anonymous way.

At this point we want to insistently point out that the counteracting – especially in connection with delicts like corruption and bribery – is punishable according to applicable law and that each employee who acts illegally may damage the image of the company.

We are convinced that already today we are worthy of the confidence of our stakeholders. Together we will be able to further strengthen this confidence in the best interest of the company and all involved persons in the future.

We thank you for your support and your cooperation in this matter, which is very im-portant for all of us.

Best regards

The Owners

FAMILY TRADITION

1. | Employees and managers 1.1 Diversity 1.2 Harassment and mobbing 1.3 Property and other assets of the company 1.4 Persons – data protection 1.5 Company - data protection 1.6 Contact with media 1.7 Working time 1.8 Employment with third parties 1.9 Monetary values advantages and invitations 1.10 Political activities or social engagement 1.11 Safety at work and fair working conditions 1.12 Openness and freedom of opinion

2. | Business partners and suppliers 2.1 Contact with clients and suppliers 2.2 Benefits to clients and suppliers

Contents

2.3 Compliance with the applicable antitrust and competition law 2.4 Acquisition of data

3. | Environment and society 3.1 Diversity of species 3.2 Working and social standards 3.3 Federal state law 3.4 Bribery of authorities

4. | Products and manufacturing processes 4.1 Safety and legality of products 4.2 Identification and presentation of products 4.3 Quality of products

5. | Compliance with the code of conduct 6. | Implementation7. | Further applicable documents

QUALITY

1. Employees and managers1.1 Diversity We appreciate the diversity of diff erent opinions,

cultures and ideas and get inspired by them. We are proud of the individual diff erence of our employees and take equal treatment of person aff iliated to diff erent groups for granted. Therefore we definitely stand up against any kind of discrimination and do not accept any discrimination due to origin/nationality, sex, religion or ideology, sexual orientation, pregnancy or parenthood, family status, age, handicap or other reasons that are embraced by the non-discrimination rule.

Individual-related decisions like for example promotions, employments, salary increases, disciplinary measures are made free from any discrimination. We consider equivalent opportunities as a must and support a working environment, in which the dignity and the value of every single person is appreciated, which is defined by respect and tolerance and in which everybody faces each other with honesty, fair-mindedness and courtesy.

1.2 Harassment and mobbing Our strategy is to show no tolerance against any

kind of behaviour, which violates privacy or hurts personal feelings (even though only the concerned person feels this way) or which debases or awes somebody. This includes especially all kinds of sexual

harassment, sexist behaviour, racist statements and mental threats.

1.3 Property and other assets of the company We set a great value on a responsible handling of any kind of property of the

company, including our intellectual property. All work equipment and items of property (for example mobile phones, computers, cars, credit cards, product samples as well as also powers of attorney, data, documentations, documents…), which are provided to the employees, must not be used for the personal advantage or for the advantage of a third person. Furthermore the relevant guidelines like for example regarding the company car or mobile phones apply. Any kind of misuse is generally forbidden, no matter whether items of property of the company or property of third persons are damaged.

1.4 Persons – data protection The protection of the personal data is one of our big concerns. An extensive data

protection is very important for us and we respect the privacy of all employees, business partners and consumers. All individual-related data are subject to data protection and are administrated and destroyed in a way so that a misuse can be excluded. Our commitment is to collect, treat and use all individual-related data only in a legal way and according to the protectable interests of the aff ected persons.

1.5 Company - data protection All non-publicly available contracts, price

information, purchase conditions, sale conditions, specifications, recipes as well as any other documents (sales plans etc.) are subject to absolute secrecy and confidentiality. The distribution to third parties may exclusively be done in the interest of the company or in the context of business purposes respectively administrative activities, but not contradictory to any regulatory requirements. Non-publicly available information has to be protected at any time, when leaving the workplace, but also outside of the workplace and working time, even aft er termination of the employment. We do our best to prevent any data loss, theft of individual-related data or the violation of copyright.

We keep in mind the adequate and mandatory security measures (passwords, licensed soft ware...), which guarantee the protection of intellectual property and personal data. Especially we pay

attention to the content of e-mails, annexes, saved voice massages and downloaded files in order to avoid any undesirable distribution of digital information. Confidential information has to be addressed only to the mentioned addressee and are not internally communicated or published. Especially those employees who have access to especially confidential information have to guarantee that they handle this information – also when dealing with colleagues – in a confidential way.

In case of distribution of confidential company data to third persons, this can always only be done in consideration of a previous written approval by the management. In addition it has to be proved whether a non-disclosure agreement has to be concluded. This has to be decided by the management too.

1.6 Contact with media Without a previous clearance with and approval

by the management we do not give any interviews respectively do not write any press releases which are in connection with the position of the company respectively the activities or products of the company. The unauthorized distribution of confidential information about the company or its clients to third parties is strictly forbidden. Therefore we forward inquiries of the media immediately to the management and keep in mind that there is only one authorized external speaker. If we are not authorized, we do not answer to any questions from journalists, but politely refer to the necessity to contact the management directly.

When using social media we consider that we bear responsibility for the reputation of our company. Thus we do not leave any confidential or sensitive information to others. We respect the privacy of our colleagues and business partners.

1.7 Working time We follow the instruction that all private

commitments or personal activities during the working time, which aff ect or even impede the employees in the perception of their responsibility and the execution of their work, are prohibited. Especially activities for businesses of a third party as well as illegal or unethical activities are prohibited without exception.

1.8 Employment with third parties Our employees are allowed to do an avocational

self-employed or employed job without a written agreement with the management or the human resource department, insofar as the damage of the interests of the company and the fulfilment of a full commitment are excluded in the first place. Any activities for clients and suppliers of the company always need the approval of the management.

1.9 Monetary values advantages and invitations We do not accept any donations. We obligate ourselves to omit the

acceptance of all personal gift s and invitations, which seem to be able to aff ect objective decisions as defined by the company, especially in the selection of suppliers respectively with respect to business partners. It is allowed to accept low-value promotional gift s, gift s with a symbolic value or invitations to customary business meals every now and then.

Gift s that get out of hand regarding their quantity (especially during the pre-Christmas period and at Christmas time) are collected and handed over to employees (for example by a tombola).

In case that the refusal of a donation which cannot be considered as low-value promotional gift or gift with a symbolic value or the refusal of an invitation is not possible due to politeness (for example risk of insult or exclusive circumstances, under which the donation was handed over), we are obliged to report this case immediately to the management. Such gift s are forwarded to non-profit making organizations or to people who are economically more disadvantaged.

Any suspicion of attempted bribery has to be reported to the management respectively the compliance off icer.

1.10 Political activities or social engagement

Every employee is allowed to get involved with political or social organizations (for example Red Cross, animal protection…). We do

not agree with any kind of religiously motivated, ideological or political extremism and cannot accept them neither in nor outside of the company. Further we set a high value on our request that political/social/religious activities are not carried out during working time, do not have any influence to the work itself respectively to the relationship to other employees as well as that neither the company nor its assets respectively its reputation are misused for purposes or interests which are not company-related.

1.11 Safety at work and fair working conditions

We pay attention to a healthy and safe working environment for our employees. We expect especially from our managers and persons

instructed by us that adequate procedures and protective measures for the unlimited guarantee of safety at work and health protection are implemented and existing. The guarantee of fair working conditions means for us at least payment and working hours conforming to the law as well as a fair leadership behaviour.

1.12 Openness and freedom of opinion We encourage our employees to talk openly about

difficult topics without needing to worry about any consequences. An open atmosphere for conversation helps us to recognize and correct any misbehaviour at an early stage respectively that misbehaviours appear more rarely. It is important for us to stress out that everybody is able to contact the line manager or the management trustfully and without any concerns, even though it concerns critical issues. We expect from our managers that they encourage their employees to open discussions and pursue the communicated information and reports without any prejudices and in a fair way.

We strictly disapprove any retaliatory measures and attempts at intimidation towards employees who have reported a suspected misbehaviour in all conscience. By the terms “in all conscience” and “in good faith” we understand a behaviour that shows the belief of the employees that their description represents the truth, even if the description cannot be confirmed later.

2. Business partners and suppliers

2.1 Contact with clients and suppliers We see our clients and suppliers as partners,

with whom a long, fair and honest relationship shall be entered into. We treat our partners as we ourselves want to be treated. We take fairness

as well as a fair-minded, respectful behaviour in dealing with clients, suppliers and consumers for granted.

2.2 Benefits to clients and suppliers We refuse any kind of bribery and corruptibility

in dealings with suppliers or clients. Donations like for example as part of invitations or in connection with promotional campaigns are acceptable; however the purpose of these donations may not be at all to honour the unobjective decision of a business partner or to encourage him to act this way. This applies especially when the invitation is not exclusively motivated business-like, which means when there

exists only a personal interest for the invitee but not an objective interest relating to business.

Such donations must not have an inadequately high value. The limits of business-like customs as well as the normal standards of living of the recipient must not be disproportionately exceeded at all.

2.3 Compliance with the applicable antitrust and competition law We are obligated to a fair competition.

Restrictions of the free competition falsify the market and slow the general economic development down. Kotányi wants to be successful in the competition by passion, innovation, entrepreneurship and creativity as well as by quality, reliability and fairness. The protection of the company values and the consideration of national and international legal guidelines are basic principles of the company. As an internationally acting company we aim to completely follow all relevant antitrust laws,

so that the company is perceived as company with a high degree of integrity.

All employees commit themselves to the compliance with the regulations of our compliance guide “Behaviour in Competition”. We also expect that our suppliers do not take any actions which off end against the principles of our code. The compliance with the “Code of Conduct for Kotányi Suppliers” is mandatory according to each supply agreement.

2.4 Acquisition of data Regarding the provision of information about competitors, suppliers, clients and individuals

we observe the particular laws respectively obtain such information from off icial authorities (chambers of commerce, polling firms …) or publicly available sources (internet…).

3. Environment and society

3.1 Diversity of species We know and live the principles of our policy

of Corporate Social Responsibility (CSR). As defined by the pursued CSR we undertake everything we can to save resources also for the next generation. The protection of the diversity of

species and the responsible use and provision of natural resources in the course of the development and production of our products are integrated in our decisions.

3.2 Working and social standards We commit ourselves to the core job norms of

the International Labour Organization (ILO) and want to realize the therein specified basic principles within the limits of our possibilities also in cooperation with suppliers and business partners. Furthermore, we take the compliance with the basic employment rights, the provisions of employment and health protection according

to the applicable national law for granted as much as the demand for its realization by our business partners.

3.3 Federal state law Kotányi applies to the laws and jurisdiction of many

countries. We take the compliance with all eff ective legal requirements for granted. We expect from our managers that they know the basic laws, provisions and intra-company requirements, which are relevant for their area of responsibility, and that they are an example for their employees and take care that all laws, provisions and requirements are absolutely met. Should a provision of the code be at odds with the law, the law shall prevail.

Written or orally agreed individual regulations must never be in conflict with applicable law. In some countries or on some markets there may be stricter requirements than those stated in our code of conduct. Generally in these cases the stricter requirement has to be met. Should there exist any insecurities regarding the legal acceptability of a decision, the compliance off icer respectively the management has to be consulted.

3.4 Bribery of authorities We definitely refuse any kind of corruption. When

cooperating with authorities in no case money, gift s or invitations may be used to influence a decision. We consider that any monetary value – even if only a minor value – can be evaluated as attempted bribery.

4. Products and manufacturing processes

4.1 Safety and legality of products

Within the scope of our duty of care we ensure without any restrictions that our products

and packaging are free from any defects or quality characteristics, which may aff ect the health of our consumers. Every year we do everything to receive

certificates on the highest level according to the International Featured Standard (IFS) – from the choice of our suppliers as well as strict quality and hygienic rules during the whole production and storage process to the delivery to our clients.

4.2 Identification and presentation of products We consider the lawful declaration and the

omission of any kind of misleading of consumers as our commitment. We always provide true details regarding our products to prevent that neither our clients nor our image is damaged.

We guarantee that our products are correctly marked according to the legal rules of identification

in all countries which we supply. The presentation and the information provided on the packages shall enable a safe use of our products to the consumers and inspire them to a creative cooking.

4.3 Quality of products It is our demand to offer products to our consumers, which fulfil

our high guarantee of quality. Before our products get onto the market, they are subject to several intensive studies and sensory tests. We purchase our goods exclusively from suppliers that have been approved according to a very strict selection process and are permanently judged according to their qualification. Already before the goods are delivered, we assure ourselves that only packaging, raw and auxiliary materials of high quality are delivered, which meet our supply requirements.

5. Compliance with the code of conduct

The following questions help us to judge an upcoming decision or activity in an ethically correct way:

Is this decision /activity contrary to the law?

Does this decision /activity comply with the code of conduct respectively internal rules?

May I look into the mirror with a clear conscience aft er making this decision / setting this activity?

How would my family and friends react, when they read of my decision / activity as headlines in the media the next day?

In case that we are not sure with only one question, we contact our managers, the management or the compliance off icer.

6. Implementation The management is responsible for the administration of

the code of conduct and is supported by the compliance off icer. All employees have to sign a declaration or an addendum to their employment contract. They have to agree with the code of conduct, confirm that they have read it and that they would follow the therein defined regulations. The code of conduct is controlled by the quality management system of Kotányi and therefore published in the current version (amended from time to time) in the intranet and in the internet.

Our commitment is to report on any violation against the code of conduct or on any alarming behaviour. Anonymous reports can be done also to an internal person of trust (for example an employee representative) respectively to the compliance off icer or the Group HR director.

7. Further applicable documents The code of conduct cannot completely regulate all areas

of business activities of Kotányi and all behaviours in the company. Therefore besides the common sense there are further local or international, individual or collective regulations for all employees and managers, all managing directors and shareholders.

6. Notes

Kotányi GmbH Johann Galler Straße 11 A-2120 Wolkersdorf

T +43 (0) 2245 | 53 00-0info@kotanyi.com www.kotanyi.com