SYNER GROUP – ANTI-CORRUPTION PROGRAM

1. Introduction

The Anti-Corruption Program of SYNER Group (hereinafter also referred to as the “Program”) is intended to promote an anti-corruption environment within SYNER Group a.s. (hereinafter also referred to as the “Company”), the Group companies (as defined in the Code of Ethics), and the business associates of the Group companies. The Program forms part of a set of measures adopted by the Group which, within the meaning of Section 8(5) of Act No. 418/2011 Coll., on Criminal Liability of Legal Entities and Proceedings Against Them (hereinafter also referred to as the “CLLEP”), are intended to effectively prevent criminal activity related to the business operations of the Company and the Group. The Program is based on the Group’s Code of Ethics and further develops its principles, in particular with regard to the prevention of corrupt conduct and the cultivation of relationships with the business associates of all Group companies. Through the Program, the Group establishes a criminal liability risk management system, including its continuous evaluation, and adopts measures that may reasonably be required to prevent unlawful conduct.

The Group companies maintain a zero-tolerance policy towards bribery and other forms of unlawful conduct aimed at distorting free competition as a core value and guiding principle of their business operations. They require their employees, management, statutory bodies, as well as their suppliers and business associates, to comply with all applicable legal regulations, with particular emphasis on regulations concerning corruption and infringements of competition law, in particular Part Two, Chapter X, Division 3, and Part Two, Chapter VI, Division 3 of Act No. 40/2009 Coll., the Criminal Code (hereinafter collectively referred to as “corruption”).

2. Aims, general principles

The aim of the Program is to minimize the incentive for all employees, managers, as well as members of the statutory and supervisory bodies of the Group’s companies to engage in corrupt or other unlawful conduct, and to raise awareness of the harmful nature of such conduct, with the understanding that any involvement in corruption or contribution to the creation of a corrupt environment will be detected and sanctioned.

The Program further aims to influence the business associates of the Group’s companies so that they also adopt a zero-tolerance approach towards bribery and other forms of unlawful conduct aimed at distorting free competition.

The activities associated with the creation and strengthening of an anti-corruption culture within the Group are divided into the following areas:

• preventive educational activities promoting an anti-corruption culture
• corruption risk management
• a control system supporting an anti-corruption culture
• a system for reporting suspected corruption.

The preventive training programme intended to promote an anti-corruption culture within the Group takes the form of regular training sessions conducted at least once annually by an attorney-at-law with expertise in criminal law. The training sessions are organized for the individual Group companies, with particular emphasis on departments exposed to a higher risk of corrupt practices (in particular production, technical, commercial, and finance departments). The management and statutory bodies of the Group’s companies also participate in this training.

Corruption risk management consists of risk identification, risk analysis, and subsequent actions taken by the Company’s / Group’s control system. Corruption risk analysis involves the ongoing assessment of the likelihood of corruption occurring, both externally and internally within the Group’s companies. In the case of internal corruption within the Group, the result may be financial damage incurred by the affected company; however, there is generally no risk of the company being prosecuted under the Act on the Prevention of Corruption. In the case of corruption directed outward from the company, on the other hand, the motivation is likely to be aimed at obtaining an unjustified advantage for the company or another person, which generally constitutes unlawful conduct “for the benefit of” or “in the course of the activities of” the company, posing a significant risk of prosecution under the CLLEP. Such criminal liability may far exceed the scope of the originally intended benefit that the corrupt conduct aimed at achieving. The analysis of the risk of internal corruption within the Group’s companies is carried out by managers at all levels of management on an ongoing basis as a routine part of their managerial activities. The analysis of corruption risks directed outside the Group must be conducted not only by senior managers at all levels of management, but also by the directors of individual departments and the statutory body of the relevant company, as well as by the anti-corruption control unit (the Ethics Committee), which is established within the Company and will conduct the corruption risk analysis for all the Group’s companies.

Each Group company with more than 50 employees shall appoint a Compliance Manager, who will continuously assess the company’s compliance with the Program and cooperate with the Company’s Ethics Committee. The Compliance Manager shall ensure that appropriate documentation is maintained regarding the preventive and corrective measures taken, so that their existence, scope, and effectiveness can be demonstrated.

The Company’s Ethics Committee continuously identifies and assesses the risks of corruption and its potential impact on the Group or any Group company. In so doing, it draws on available information regarding current contracts and significant contractual relationships, as well as information from individual Group companies and information from the system established for receiving reports of suspected corruption. The Company’s Ethics Committee consists of: the Company’s General Counsel (or a member of the Company’s Legal Department designated by him/her), the Company’s Human Resources Director (or a member of the Human Resources Department designated by him/her), and the Company’s Compliance Manager. The compliance manager of a Group company participates in the meetings of the Ethics Committee upon invitation when matters concern a Group company that has appointed its own compliance manager in accordance with the preceding paragraph.

As part of its anti-corruption framework, the Group has established a system that facilitates the reporting of suspected corruption while guaranteeing the anonymity of the whistleblower. This system is also available to the public, as it is accessible on the Company’s website. Employees of Group companies, their suppliers, business partners, and any other individuals may use the designated anonymous communication channel to the Company’s Ethics Committee to file a report.

Each of the four components of the anti-corruption framework fulfils clearly defined tasks, the cumulative result of which is an annual report that will be submitted to the Company’s statutory body for review. The Company’s statutory body regularly discusses compliance and criminal liability management issues and evaluates the effectiveness of the Program. Minutes are taken of these meetings. When addressing violations, the Group considers whether the conduct could have been prevented by adopting additional appropriate measures and, based on this, implements systemic improvements.

3. Definition of corruption

Corruption (bribery) can be active or passive

• active corruption (bribery) is the provision, offer, or mere promise of any benefit (monetary, property-related, or non-property-related) to which the bribed person would not normally be entitled,
• passive corruption (accepting a bribe) is the acceptance of any benefit or merely a promise thereof to which the bribed person would not normally be entitled.

Corruption may be committed directly or through a third party. Both methods are equally unacceptable.

4. Combatting corruption as a day-to-day activity

Prevention

The Anti-Corruption Program and Code of Ethics (hereinafter referred to as the “Compliance Regulations”) are complementary regulations applicable both internally and externally within the Group’s companies; therefore, they are publicly available on the following websites: (https://synergroup.cz/media/ke-stazeni, https://syner.cz/o-spolecnosti/eticky-kodex, https://syner.cz/o-spolecnosti/protikorupcni-program) so that all employees, including managers, as well as business associates and their employees, can acquaint themselves with them at any time and properly internalize them.

Each division of the Group’s companies regularly conducts random checks to verify that all its employees are familiar with the content of the Compliance Regulations, particularly the obligations related to combating corruption, and whether they have encountered any corrupt conduct in the course of their work. Relevant information is then forwarded to the Compliance Manager, if appointed, and to the management of the respective company, regarding in particular:

• All reports on procedures or practices requiring special attention from the perspective of anti-corruption;
• Any information that could call into question the integrity of the parties and entities involved in the business relationships of each Group company.

Internal applicability

All employees are required to acquaint themselves with the Compliance Regulations immediately upon joining the company and to undergo regular training on these regulations at least once a year.

Managers at all levels of the Group’s management are required to actively determine whether their subordinates have encountered corrupt conduct in the course of their duties and to take preventive measures to ensure that they avoid any corrupt conduct.

Each year, the Company’s Ethics Committee prepares a report evaluating the implementation of the Program, including any proposed changes or additions to the Program. The report is reviewed and approved by the Company’s statutory body no later than the end of the first half of the following year. If the activities of the Company’s Ethics Committee concern another Group company, the outcome of the Company’s Ethics Committee’s report results in a written recommendation addressed to the senior management of the relevant Group company, with any proposed personnel or organizational measures.

External applicability

When entering into contractual relationships, business associates are required to comply with the principles set forth in the Group’s Compliance Regulations. Every contract entered into by Group companies must include a compliance clause. Any exception to this paragraph must be approved by a Group company. An exception may be granted, in particular, in cases where the contractual partner provides sufficient guarantees (has its own compliance program in place that is at least as comprehensive as the Company’s) or where, given the nature of the contractual relationship, the omission of the compliance clause does not pose a risk to the Group company.

Compliance regulations are publicly available on the Group’s website, as is access to the whistleblowing platform.

In addition to the associates’ obligation to respect compliance clauses, Group companies must conduct an active review and ongoing monitoring of business associates prior to entering into a contractual relationship and throughout its duration. This Compliance Check includes, in particular:

• Assessing an associate’s legal, financial, and reputational reliability;
• Documenting the results of the review;
• Proposing corrective measures, conditions, or restrictions on cooperation if risks are identified.

The results of the due diligence are documented and archived in accordance with the Group’s documentation policy and serve as the basis for decisions regarding the initiation or continuation of a business relationship. The Compliance Manager is responsible for coordinating the due diligence process and ensuring that no contractual relationship is entered into without a proper risk assessment.

5. Risk situations and their resolution

Gifts and invitations

Accepting and giving gifts or tokens of appreciation is a standard part of business relationships that can effectively contribute to their positive development. However, it is always necessary to avoid situations that raise doubts about the impartiality of those offering or accepting gifts within the context of business relationships. The permissible nature and scope of gifts that may be accepted by employees of Group companies are defined as follows: non-monetary items (goods, hospitality, participation in cultural or entertainment events, etc.) with a value of up to CZK 3,000 (gift limit). The acceptance of a gift must not be associated with the expectation of any consideration in return. Employees must report gifts exceeding the limit to their supervisor.

Conflict of interests

A conflict of interest arises when the personal interests of a manager or employee conflict with or compete against the interests of the Group company where that person works. All employees, and especially managers, are prohibited from engaging, directly or indirectly, in activities that would create a conflict of interest between them and the company or business segment for which they work. If a manager or employee could find themselves in a conflict of interest, whether potential or actual, they must inform their supervisor, who will decide on the employee’s further involvement in the business matter in question.

Funding of political activities

Direct and indirect financing of political parties and other political entities is prohibited. Sponsorship and financial support for sports activities, particularly youth sports, as well as support for cultural events and donations to foundations for the purpose of financially supporting public benefit projects, are not considered financing of political activities. This restriction does not apply to the private activities of Group employees.

Representation of interests or lobbying

The Group engages in advocacy (i.e. lobbying) to raise awareness of its activities and explain them. These activities must comply with applicable laws and be consistent with the Group’s values. Both managers and employees engaged in lobbying activities are expected to promote the Group’s interests honestly and with integrity, and to comply with applicable laws, the Group’s Code of Ethics, and this Program.

Every manager and employee involved in lobbying:

• Shall refrain from corrupt, unfair, or anti-competitive conduct, in particular from offering prohibited benefits for the purpose of influencing the decision-making of a public official or other person;
• Shall ensure that their interest group complies with all reporting obligations in the relevant registries and with the legal regulations concerning planned lobbying activities;
• Undertakes not to incite another person to violate legal regulations or ethical rules that such person is required to follow;
• Undertakes not to take any steps intended to obtain information or a decision by fraud or other improper means;
• Undertakes not to use, for commercial or advertising purposes, information about other entities obtained in the course of their activities.

6. Reporting corruption, whistleblowing

The Group complies with Act No. 171/2023 Coll., on the Protection of Whistleblowers, and through a special web application allows Group employees, as well as any third parties, to report any material facts anonymously, in a manner that guarantees the anonymity of the whistleblowers while allowing them to verify whether the relevant Group company has investigated the report and taken appropriate measures.

This system is publicly available on the website at https://synergroup.cz/o-spolecnosti/schranka-duvery (hereinafter the “Anonymous Mailbox”).

Every Group employee is required to report any conduct exhibiting signs of corruption that they have encountered in the course of their work or in connection with it. They may do so directly or anonymously. Direct reports of corrupt conduct are made to a supervisor, the Compliance Manager, or, if applicable, the Company’s Ethics Committee. Anonymous reports are submitted via the Anonymous Mailbox (whistleblowing). A manager to whom corrupt conduct has been reported is required to inform the Compliance Manager and the senior management of the relevant Group company without undue delay, and, as appropriate, the Company’s management, no later than at the next management meeting. The course and outcome of the investigation are documented in an appropriate manner.

7. Consequences of Program violations

Appropriate action will be taken against any person covered by this Program who is found to have violated the values and rules set forth in this Program. Depending on its severity, such a violation will be classified as a violation, a serious violation, or a particularly gross breach of employment duties, with all consequences arising from the relevant legal regulations (in particular the Labour Code).

We reserve the right to require our contractual partners to comply with the values and rules set forth in this Program. We reserve the right to terminate our relationship with suppliers and other business partners who fail to comply with their obligations under the Program.

Any supplier, business associate, or third party who believes or suspects that an employee of any Group company or anyone acting on its behalf may have engaged in illegal or otherwise improper conduct is strongly encouraged to report the matter to the Company, or to use an information system that guarantees the anonymity of the reporter. In this regard, please contact the Company’s Ethics Committee at:

8. Superseded internal documentation

Effective from April 1, 2026, this document supersedes guideline A05 from February 1, 2022.

9. Applicability

Effective from April 1, 2026, the rules, procedures, and employee responsibilities set forth in this document apply to all activities of SYNER Group a.s. and all other companies within SYNER Group.

10. Final provisions

The rules, procedures, and employee responsibilities set forth in this document apply to all activities of the Group’s companies..

This Program shall enter into force and become effective on April 1, 2026.

This Program was approved by a resolution of the Company’s Board of Directors.