Code of Conduct - Exporo Group

OBJECTIVE

The success of the Exporo Group (meaning Exporo AG and its affiliated companies as defined in §§ 15. ff of the German Stock Corporation Act) depends on the trust of our customers, business partners, our shareholders and investors as well as our employees. With this Code of Conduct, we are creating the basis for maintaining and further expanding this trust. The principles of the Code of Conduct ensure a high level of integrity and professionalism in all our actions.

The Code of Conduct forms the standard to which all employees and bodies of the Exporo Group are obliged to adhere. The aim is to create an open environment in which all employees and executive bodies of the Exporo Group not only refrain from legally prohibited or dubious actions, but are also sensitised to ethically and morally questionable transactions and business practices.

The values and principles explained below reflect the basic attitude of the Exporo Group, which are already regulated in the internal guidelines, directives and manuals.

RESPONSIBILITY

As a German company, we see it as our responsibility to make a clear commitment to democracy, tolerance and equal opportunities across all borders.

COMPLIANCE WITH LEGAL REQUIREMENTS AND ETHICAL BEHAVIOUR

It is a matter of course for us to respect and comply with the laws and official regulations that apply in the respective jurisdictions in which we operate. The bodies and employees of the Exporo Group shall conduct themselves lawfully, honestly and ethically. In particular, this means acting responsibly with care, prudence, competence and commitment.

CORRUPTION AND BRIBERY

The Exporo Group supports international efforts to prevent bribery and corruption. This means that we counter attempts at bribery and corruption in all business areas and in all countries, both with regard to the work of our business partners and our own colleagues and employees. We must conduct our business lawfully, correctly and efficiently. Our officers and employees do not accept bribes, nor do they pass them on to third parties.

TERRORIST FINANCING AND MONEY LAUNDERING

The Exporo Group is committed to preventing and combating terrorist financing and money laundering. In order to prevent involvement in money laundering transactions, we require all employees to critically analyse the underlying transactions behind our exposures and to document and report any suspicious circumstances accordingly. We expect the same diligence from our business partners.

COMPLIANCE

Our compliance requirements are intended to ensure that customers, business partners, the Exporo Group, its executive bodies and employees behave in a fair and trustworthy manner and contribute to minimising risk. If employees disregard internal guidelines, laws or official regulations, this will have consequences under labour law. In the case of projects, plans, ambiguities and questions regarding business processes, the Compliance Officer should therefore be informed or asked for advice.

CONFLICTS OF INTEREST

We take all necessary measures to avoid conflicts of interest between customers and the Exporo Group, customers and individual employees, customers and individual board members, as well as between divisions among themselves, as far as possible, or to resolve them where they should arise. In cases where conflicts of interest are unavoidable, they are disclosed. We expect our managers to set an example through their behaviour in the workplace.

We ensure that all investments made through our platform are segregated from the cash flows of our operating business.

EMPLOYEE TRANSACTIONS

Employee transactions as defined by the compliance regulations should not collide with the interests of the customers or the interests of the Exporo Group, unless permitted by law. If a conflict of interest is nevertheless unavoidable, the interests of the customers and the interests of the company shall take precedence.

INDEPENDENCE AND INCORRUPTIBILITY

We must make business decisions independently and solely on the basis of economic, legal and ethical considerations. Personal profit interests, family or friendly relationships with business partners must not play any role in this, unless permitted by law.

In the Exporo Group, investment activities of family members and relatives of members of the Exporo Group are therefore - if this occurs - always processed by non-family employees of the company. We conduct business transactions with friendly customers on a neutral basis and transfer responsibility and processing to a colleague or to another department. We ensure that all payments to parties involved and intermediaries do not exceed the level of reasonable remuneration for proper services.

INSIDER KNOWLEDGE

Personal gain for oneself or others through the use of in-house knowledge is not permitted. The same applies to the unauthorised disclosure of such inside knowledge.
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GIFTS AND BENEFITS**

Gifts and gratuities from business partners are, to a certain extent, in line with standard business practices. However, they may involve a potential conflict of interest and call into question the good reputation of the Exporo Group.

The acceptance of gifts and other benefits is generally prohibited if the interests of the Exporo Group are negatively affected or the professional independence of employees could be jeopardised, either actually or in appearance.

The acceptance of gifts and other benefits is permitted if the following conditions apply: The value of the gift is below a benchmark of 40 euros. In cases of doubt, the Compliance Officer should be consulted. Gifts and other benefits with a higher value, which cannot be refused with regard to the business relationship, should benefit the entire company or be used elsewhere, for example donated.

Invitations to business meals may be accepted in principle.

For invitations to events without a predominant business character, such as concert, theatre, sports and evening events, including seminars and conferences with a predominantly entertainment-oriented programme, the following applies: In principle, each employee must check whether his or her participation in the event is in line with standard business practice. This usually requires that the host is present, that the participation is not frequently repeated and that the travel or accommodation costs are not borne by the inviting business partner. In cases of doubt, the compliance officer should be consulted. In all cases, the supervisor must be informed.

Gifts and other benefits to employees may be subject to personal income tax. Therefore, care should be taken to ensure that the handling of gifts and other benefits is in accordance with tax legislation and the regulations of the tax administration. If gifts and other benefits are subject to personal income tax, it may be advisable to immediately pass through these gifts as a donation to a charitable organisation in order to avoid tax liability.

SIDELINE ACTIVITIES

All employees dedicate their labour to the Exporo Group. Accordingly, employees will not engage in any secondary employment without the prior knowledge and consent of the Board of Directors/Supervisory Board (this also applies to activities as a trader or freelancer).

DONATIONS

Donations by the Exporo Group must be within the framework of the legal system. Direct political donations to political parties and religious communities are not granted.

CONFIDENTIALITY

We treat all business matters that come to our attention in the course of our work as strictly confidential - regardless of whether they concern the Exporo Group or the customer - and take the greatest care in handling and storing such information.

This also includes the protection of sensitive data including company data and business secrets. Confidential information received as well as internal information and documents may only be used for the intended business purpose and may not be disclosed without authorisation or misused.

TRANSPARENCY

Within the limits set by law, by the authorities and internally, we communicate openly with each other and exchange information with each other. In order to ensure that information disclosed to the public and the press is always transparent and conclusive, all members of the Exporo Group have a special responsibility with regard to compliance with the respective applicable communication guidelines and the legal provisions regarding false or misleading information.

We formulate our general terms and conditions and contracts in a way that is understandable to companies, prospects and customers and explain exactly how the investment process and money transfer process works, what our rights and obligations are, what due diligence obligations apply when we review them and what fees are due and when.

We comply with the laws and regulations applicable to our sales and marketing activities and ensure that our communications are fair, understandable, transparent and not misleading in any way. Risks and potential returns are presented in a balanced manner and our prospects and clients are treated fairly.

DATA SECURITY AND DATA PROTECTION

Access to the Internet, global electronic information exchange and dialogue, electronic business transactions - these are crucial prerequisites for the effectiveness of any company and for business success as a whole. The advantages of electronic communication are associated with risks for personal privacy and data security. Effective precautions against these risks are an important part of our IT management, the responsibilities of managers and the personal responsibility of employees.

Personal data may only be collected, processed or used insofar as this is necessary for operationally agreed, clear and legitimate purposes. A high standard of data quality and technical protection against unauthorised access must be ensured. The use of data must be transparent for the data subjects, and their rights to information and correction and, if applicable, to objection, blocking and deletion must be safeguarded. Access to this data as well as to our clients’ investments is still guaranteed even if our business operations should cease.

RESPECT FOR EMPLOYEES AND THIRD PARTIES

In the Exporo Group, we respect all people regardless of their ethnic origin, religion, ideology, disability, sexual identity, gender and age. We respect their dignity, rights and privacy.

We strive to know and understand the ideas and concerns of others. Even in a competitive environment, we aim to be a fair competitor at all times and in all places. We behave professionally, respectfully and fairly towards external partners for the benefit of our stakeholders.
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PROFESSIONALISM**

The success of our company depends to a large extent on our employees. Qualified and motivated employees make a decisive contribution to our economic performance and are therefore an important success factor. Our employees always carry out the professional responsibilities incumbent upon them with the greatest possible professionalism and integrity. This means not only respecting the rights of others, but also avoiding anything that could harm the Exporo Group.

Since an employee’s behaviour also reflects on the Exporo Group, there is a special requirement in this regard to avoid behaviour that has a damaging effect on the company among customers, other employees or the public. Based on this Code of Conduct and our commitment, we always strive to resolve any conflicts in a way that respects the individuals involved and, as far as possible, takes into account their interests and needs.

NOTICES AND COMPLAINTS

Any employee may make a personal complaint to his or her manager, the Compliance Officer or the Board of Directors or point out circumstances that suggest a violation of the Code of Conduct.

IMPLEMENTATION

Each employee and board member is responsible for compliance with the Code of Conduct. The Exporo Group supports compliance with these standards with its internal facilities and guidelines. This includes in particular the Compliance Officer. The respective managers ensure that employees are made aware of this.

1] For reasons of simplification, in this Code of Conduct the term “employees, the Executive Board and the members of the supervisory bodies” always refers to representatives of both genders.