CODE OF ETHICS

Terms and Definitions

This code expresses the ethical commitments and responsibilities fulfilled in the performance of business activities and corporate operations by the staff members of all the companies of the Enero Group, meaning both the executives and the employees, in every sense of the term, of these enterprises. Enero expects a high standard of professional conduct from its employees and others with formal ties to the Group. Everything we do should be aligned with our Group’s values and should conform to all applicable laws and regulations, our internal rules, and the professional standards of our industry. For the sake of our reputation and our business, colleagues should seek to avoid the appearance of impropriety in any professional situation.

Two of the Group’s most important assets are its reputation and business sustainability. That is why we try to be very clear about our roles and responsibilities with the Group. It’s also why we have mandatory training programs and expect our people to master the skills required by their jobs, perform their work with efficiency, care and appropriate sense of personal/ethical responsibility, and constantly improve their knowledge of products, services and internal processes and procedures.

This code has been drafted and approved in order to cover the standards of conducts, the anti-corruption rules as well as the anti conflicts of interest rules applicable to any field of business in which the Company is involved.

Provisions of the agreement establishing the counterparty’s
obligation to comply with the norms of anti-corruption legislation
applicable to the activities of the company of Enero Group, with
which the agreement is concluded.

Husband, wife, parents, children, adoptive parents, adopted children, siblings and sisters, grandfather, grandmother, grandchildren.

Company means ENERO FURNIZARE S.R.L., with the registered office at Tg Jiu, 17 Islaz St., Gorj county, Romania, VAT CODE RO14396666, registered with the Trade Registry under number J18/23/2002and other companies of Enero Group.

Any company in control of the Company

In relation to a legal entity (undertaking) means the direct or indirect holding or control of:
(a)a majority of the voting rights exercisable at general meetings
of the members of that undertaking on all, or substantially all,
matters;
(b) the right to appoint or remove directors having a majority of the voting rights exercisable at meetings of the board of directors of that undertaking on all, or substantially all, matters; or the right (whether pursuant to a contract, understanding or other arrangement) to direct or cause to be directed directly or indirectly a dominant influence over such other undertaking.

Situation or circumstances in which:

a) the personal interest (direct or indirect) of the Company’s employee affects or may affect the proper performance of his official duties, including questioning the objectivity of his decisions; and/or

b) there is or may arise a conflict between the personal interest of the Company employee and the rights and lawful interests of the Company, which in turn can lead to harm to the Company’s rights and legitimate interests, property and (or) business reputation.[:]

a) offering, promising, providing and receiving illegal benefits, tangible and intangible, in any form, directly or through intermediaries, including in the form of bribes and commercial bribes; and/or
b) mediation in the conduct of corruption; and/or
c) abuse of power, abuse of authority, as well as other unlawful use by an individual of his official position, contrary to the legitimate interests of the Company, including for the purpose of obtaining an unlawful gain, tangible and intangible, for himself or third parties, or unlawfully providing such benefit to the said person by other individuals.[:]


A person who heads the governing bodies forming part of or actively participating in the work of political parties, social movements and associations, foundations, trade unions both at the federal and regional levels.

Chief Executive Officer, Chief Financial Officer, members of the Board of Directors and its committees, heads of Companies, heads of Companies’ units.

An individual who is in labor relations with the Company on the basis of a labor or civil law contract.

Individuals or legal entities that do not have contractual relations with the Company.

Anti-Corruption Policy

1.1. In its activities, the Company strives to comply with the highest standards of
ethical business conduct. One of the Company’s main strategic goals is to
ensure a high level of corporate culture that will establish trustful and open
relationships between employees of the Company, its counterparties and the
society.
1.2. This Anti-Corruption Policy is one of the most important document for the
Company’s achievement of the stated objective and defines the key principles
and requirements that the Company puts forward in relation to its managers,
employees and counterparties.
1.3. The policy shall establish the administrative and organizational basis for
preventing corruption/corrupt practices, and minimizing and/or eliminating
the consequences of corruption violations.
1.4. The provisions of this Policy shall be binding upon all companies of Enero
Group, including subsidiaries and affiliates.
1.5. The Anti-Corruption Policy has been developed in accordance with the
requirements of legislation and regulations:
• United Nations Convention against Corruption as of 31.10.2003;
• Convention of the Council of Europe on Criminal Responsibility for
Corruption as of 27.01.1999;
1.6. Control over the full implementation of the requirements of the AntiCorruption Policy is vested in the CEO of the Group.

2.1. To ensure compliance with the requirements and principles set forth in this Policy and the Code of Business Ethics and Business Conduct, the Company has developed a number of internal procedures that are designed to help its employees and counterparties comply with the applicable anti-corruption legislation and business ethics standards.
2.2. These procedures shall be binding upon the management and employees of the Company, as well as its suppliers, agents and other persons acting in the interests and on behalf of the Company.
2.3. For the avoidance of doubt, the Company shall, in the process of conducting its financial and economic activities, adhere to the principle of not accepting any kind of corruption in any form or manifestation. Employees of the Company and counterparties of the Company shall, acting on behalf of, in the interests and on behalf of the Company, not commit corrupt activities in the course of the performance by such persons of their duties and contractual obligations of the Company’s counterparties, respectively.
2.4. In particular, in accordance with this Policy, employees of the Company, its counterparties and other persons acting in the interests and on behalf of the Company shall be prohibited from offering, promising, transferring, directly or indirectly, tangible or intangible benefits in exchange for the protection, action or omission of the following persons:
• Representatives of the state;
• Public figures;
• Representatives of international public organizations;
• Other third parties.
2.5. Hospitality events, public relations events, gifts
2.5.1. All public relations activities, as well as hospitality events carried out by the Company, donation and receipt of gifts shall comply with the following requirements:
➢ not to violate the provisions of this Policy, internal regulations of the
Company, as well as the norms of applicable anti-corruption legislation;
➢ the purpose of hospitality and gifts is not a concealed remuneration for the
service, action (inaction), patronage, the granting of rights, the adoption of a
specific decision on a transaction / agreement, decision or attempt to
influence the recipient with other illegal activities;
➢ be directly related to the Company’s activities (for example, with presentation or completion of business projects, successful execution of contracts, generally accepted holidays);
➢ Hospitality expenses and gifts correspond to the accepted business practice and do not go beyond the norms of business communication;
➢ be coordinated with the management of the Company;
➢ Not to create a reputation risk for the Company, its employees and counterparties when disclosing information about this event, a gift.
2.5.2. Gifts on behalf of the Company, Company’s employees, and Company’s representatives to third parties in the form of cash, regardless of the form
(cash / non-cash) and currency shall not be allowed.
2.5.3. Employees of the Company shall be prohibited from accepting from any
third parties the gifts:
➢ for the commission of any actions (inaction) related to the work in the
Company;
➢ more than the value determined by the internal regulatory document of the
Company;
➢ in the form of cash or cash equivalents;
➢ in the absence of a common cause for a gift.
2.5.4. In order to ensure compliance with the said requirements, the Company
shall monitor the conduct of public relations activities, representative
events, donation and receipt of gifts.
2.5.5. In the event that the business customs do not allow rejection of a gift, the gift shall be subject to acceptance with simultaneous notification of such a gift to the compliance department and the accounting department. Employee upon receipt / planned receipt from a third party of a gift, the value of which exceeds EUR 30 (as the employee believes / has reason to believe the employee shall notify the compliance department thereof no later than the business day following the day of detection. Information on gifts received and handed over by employees shall be recorded in the Company’s gift register in accordance with the procedure established by the Company’s internal regulatory documents (Annex 3). The accounting department of the Company shall be liable for keeping the register of received and transferred gifts, the compliance with the information in the register shall be controlled by the compliance department.
2.5.6. Donations shall not be allowed, except for ordinary gifts, the value of which does not exceed EUR 30 to public offices, municipal offices, civil servants, municipal employees, employees of any public authority in connection with their official position or in connection with the performance of their official duties.
2.6. Charitable contributions and donations, sponsorship
2.6.1. The Company shall not finance charitable and sponsor projects in order to obtain commercial advantages in specific projects of the Company.
2.6.2. Charitable activities of the Company and participation in the implementation of projects in the field of social responsibility shall be carried out in accordance with the decisions of the Company’s head within the established budget. In the framework of ensuring compliance with anti-corruption, the compliance officer of the Company shall take part in the control over the allocation of funds for the specified purposes. 2.6.3. Employees of the Company are entitled to make contributions for charitable purposes on behalf of the Company in the form of supplying goods or services, providing technical assistance, training or financial support.
2.6.4. The Company shall take measures to ensure that the beneficiary of the assistance is a bona fide charitable foundation/organization, and the Company shall have no reason to believe that this fund/organization is directly or indirectly managed to benefit the civil servant or persons closely associated with it.
2.6.5. Employees of the Company are prohibited from receiving gifts, making contributions for political purposes, organizing entertainment for political parties/candidates for political positions on behalf of the Company.
2.6.6. The restrictions established by this Policy shall not apply to charitable contributions sent by the Company’s employees on its behalf to third parties (including other employees of the Company), as well as for such charitable contributions sent to the Company’s employees (for example, fund raising for treatment, elimination of consequences of natural disasters).

3.1. The management of the Company shall consider ethical conduct of business as one of the competitive advantages of Enero Group. In the long run, business reputation has a significant impact on the cost and sustainability of the business.
3.2. The management of the Company seeks, as an example, to support employees and counterparties in forming an irreconcilable attitude to corruption.
3.3. As part of ensuring the effectiveness of the anti-corruption system, the management of the Company carry out the organization of activities for:
• prevention of corruption – corruption avoidance, including the identification and subsequent elimination of the causes of corruption;
• fight against corruption – detection, prevention, suppression, disclosure and investigation of corruption offenses;
• minimization and / or elimination of consequences of corruption violations

4.1. The Company seeks to inform the widest possible circle of people about the standards of ethical business conduct adopted by the Enero Group, including the existing anti-corruption measures, in a timely manner. To ensure sufficient level of awareness, three main target groups are identified, which include:
• employees of the Company at all levels;
• counterparties of the Company;
• third parties involved in the business of the Company

5.1. In order to ensure the full implementation of the requirements of the Policy, anti-corruption control procedures shall be carried out in the Company on the main lines of business / business processes of the Company on an ongoing basis.
5.2. The Company shall regularly check the actual implementation of control procedures aimed at minimizing corruption risks.
5.3. This check can be carried out by a responsible employee of the Company appointed by the management of the Company, provided that the independence of the auditors is ensured, or with the assistance of external experts.
5.4. Based on the results of the check, the responsible employee shall prepare a report, which is submitted for consideration to the Compliance Officer and the director(s) of the Company.
5.5. In the event that a potential violation of the anti-corruption legislation is revealed during the verification of the facts, the Company may initiate an internal investigation within the limits permitted by applicable law.
5.6. The Company shall provide a sufficient level of protection of the accounting system from committing illegal actions, including distortion and falsification of the financial performance of the Company, as well as unauthorized access to accounting data.
5.7. All committed financial transactions shall be conscientiously, fully and with due diligence recorded in the Company’s accounting records, confirmed by primary documents and available for inspection.
5.8. The Company shall carry out continuous monitoring of the Company’s financial and economic activities through a system of internal management accounting.
5.9. The Company shall continuously monitor applicable anti-corruption legislation and relevant court practice.

6.1. In order to reduce the likelihood of involvement of employees and counterparties of the Company in corrupt activities, responsible employees of the Company shall conduct an operative assessment of the corruption risk associated with interaction with counterparties and the performance of certain types of payments.
6.2. This assessment shall be carried out as part of the verification of the trustworthiness of counterparty. Verification of the trustworthiness of the counterparty shall be carried out at a time (pre-contract with the counterparty) and on a periodic basis for all counterparties. In this case, the periodicity of verification of the trustworthiness of the counterparty should be determined depending on the level of risk originally determined for a given counterparty.
6.3. The Company shall analyze the reputation of potential counterparties and their participants / shareholders for the purpose of tolerance to corruption.
6.4. In the event that, based on the results of this check, the counterparty has been exposed to signs of increased corruption risk, this ground cannot be considered as the only reason for refusing to cooperate with the counterparty. However, in order to fulfill the “due diligence” principle, the Company reserves the right not to enter into agreements with counterparties that were deemed unreliable by the results of the audit.
6.5. In order to combat corruption, the Company shall maintain a register of contracts with state- owned companies, companies with state participation. Responsible for maintaining the register is the accounting department of the company, control in terms of the information reflected in the registry shall be carried out by the compliance department.
6.6. The Company shall extend the basic principles and prohibitions of this Policy to counterparties by means of an anti-corruption clause to be included in the contracts/agreements concluded by the Company with the said persons. The development of an anti-corruption clause shall be carried out by the legal department of the Company with the involvement of the compliance of the unit/compliance officer, taking into account the requirements of the national legislation, this Policy. An anti-corruption clause is subject to inclusion in all concluded contracts of the Company.
6.7. The Company shall also exercise additional control over payments made on potentially risk contracts, as well as payments that have signs of corrupt and fraudulent activities.
6.8. The payment checks referred to above shall be made only with respect to the Company’s own expenses and shall not affect the payments made by its customers.
6.9. At the same time, in order to comply with the current legislation on combating money laundering and terrorist financing, the Company shall check customer payments for signs of possible violations.

1.1. Employees and the Management of the Company in the performance of their duties and / or representing the interests of the Company shall avoid situations that can lead to a conflict of interests, including:
• in the context of making decisions on any business matters and fulfilling their duties, to be guided only by the interests of the Company;
• not to use one’s official position in private interests;
• to avoid financial and other obligations that could lead to a conflict of interest;
• not to hold a management position and / or position related to decision making, in competitive companies, not to form part of their board of directors or other management bodies, as well as not to have any other personal interest in the performance of such companies, including number of investments in their securities;
• not to hold a management position and / or decision-making position in companies that are contractors of the Company and/or subsidiaries and affiliates, except for the companies of Enero Group and its joint ventures, and not to hold office of the director of the board of directors or other management bodies of such companies.
1.2. When deciding on business matters and / or other issues related to the performance of their duties, employees should be guided by the interests of the Company, not taking into account their personal interests or the interests of their close relatives.
1.3. Employees of the Company are required to disclose information about their private interests, which may lead to a conflict with the business interests of the Company and / or potential conflicts of interest
1.4. Measures for identifying and preventing conflicts of interest, as well as preventing the deterioration of asset quality and the Group’s acceptance of
increased risks:
1.4.1. In order to detect and prevent conflicts of interest, as well as to prevent negative consequences of conflict situations, the Group:
• ensures that each Employee applying for a job is exposed to the Policy;
• carries out an explanatory work focused on informing Employees about all possible matters of this Policy;
• provides protection and strict observance of banking secrecy on transactions, accounts and deposits of customers of the Group and its correspondents, as well as other commercial confidentiality in out-reach activities by Employees;
• ensures strict compliance by Employees with the requirements of current laws and regulations, Articles of Association and internal documents of the Group, as well as the rules and procedures established by this Policy.
1.4.2. The conflicts of interest identification is to be performed by all Employees in their current activities based on concepts and principles of this Policy.
Employees are required to disclose any conflict of interest or potential conflicts of interest.
1.4.3. In order to prevent conflicts of interest, Group Employees are required to:
• refrain from taking actions and making decisions that may lead to a conflict of interest;
• comply with requirements of current legislation, regulations and the internal documents of the Group developed in accordance with them, comply with requirements specified in Articles of Association and internal documents of the Group, as well as rules and procedures stipulated by this Policy;
• immediately inform the line-manager about the occurrence of conditions that may cause a conflict of interest;
• inform the manager about the occurrence of circumstances that interfere with independent and conscientious implementation of their duties;
• comply with the information security, constituting commercial and banking secrets in the manner and in accordance with the internal regulations of the Group;
• exclude the possibility to the Group to be involved in illegal activities, including the legalization of money (money laundering) received from crimes, and financing of terrorism;
• ensure the highest possible performance results in business and in making
deals;
• ensure compliance in making deals:
– with affiliated entities of the Group;
– with shareholders of the Group and their affiliates;
– with Group’s insiders;
• timely review the accuracy and objectivity of negative information about the Group in media and other sources and implement timely response to each fact of the appearance of negative or unreliable information;
• participate in Group’s risks identification;
• comply with the principles of professional ethics;
• ensure the safety of cash and other assets entrusted by customers and correspondents to the Group;
• carry out operations (deals) for its clients professionally, thoroughly and honestly, and also execute clients’ orders as best as possible in terms of financial efficiency, based on the current market conditions.
1.4.4. In order to prevent conflicts of interest, Senior officials are additionally
required:
• not to make major transactions, interested party transactions and material transactions without prior approval of authorized bodies of the Group;
• to disclose information about the Group’s activities in accordance with the requirements of current legislation and additional internal regulations of the Group;
• to ensure the accuracy of financial statements and other published information provided to share-holders and customers, regulatory and supervisory authorities and other interested parties, including promotional purposes;
• to ensure the effective management of assets and liabilities, including the preservation of assets, bank risk management;
• to submit a written notice to the line-manager and Compliance department about the company (s) in which the Group’s senior official or his family members may have a financial interest and with whom the Group conducts or intends to conduct commercial activities;
• to sustain a stable achievement of the Group’s profitability in the medium and long-term periods.
1.4.5. Compliance must:
• exercise internal and external controls in accordance with the Articles of Association and internal Policies and Procedures of the Group;
• carry out checks of the terms and conditions of transactions with related parties by the internal audit and external audit services;
• ensure record keeping of information about affiliates, shareholders of the Group and their affiliates, and insiders of the Group;