SYNER GROUP – CODE OF ETHICS

1. Introduction

SYNER Group a.s. (hereinafter referred to as the “Company”), recognizing the importance of corporate social responsibility and the Company’s position as one of the largest business entities in the Czech Republic operating primarily in the areas of construction, development, and property management (commercial and sports real estate in particular) in both the Czech and international markets, is committed to upholding and enforcing all of the ethical rules set forth below, and to neither commit nor tolerate any violation of these rules in any shape or form.

We have expressed our commitment in this SYNER Group Code of Ethical Conduct (hereinafter the “Code”), which establishes a set of rules and standards designed to provide a binding framework for conduct and, at the same time, a fundamental preventive tool for managing legal and reputational risks across the entire Group. For the purposes of this Code, the Group is defined as a set of legal entities connected to the Company through capital, personnel, or other means, particularly through management, control, or other decisive influence, and that act externally or within the structure as an economically or organizationally interconnected whole, regardless of their legal form or registered office.

The Code is the Group’s fundamental internal regulation in the area of compliance, and serves as a framework for other related internal regulations. The Group’s Anti-Corruption Program directly builds upon the Code and sets forth specific procedures, responsibilities, and measures for the prevention of corruption and bribery. The Code is binding on all Group companies, all organizational units, all employees, members of statutory and supervisory bodies, contractors, business associates, and persons acting on behalf of the Group’s companies. All persons to whom the Code applies are also required to comply with the rules set forth in the Anti-Corruption Program.

The Group’s members have committed to adhering to the rules set forth in the Code in order to achieve a higher standard of business conduct and enhance the Group’s credibility.

The Code contains principles governing the conduct of the Group’s companies toward one another and toward business associates, public entities, and their authorities; their conduct toward the general public and the professional community; and the required principles of mutual conduct among employees within the Group’s companies.

2. General principles

• We uphold the professional reputation of our Group companies while adhering to all moral, ethical, and legal standards;
• We maintain our professional skills at the highest level and observe the latest trends in order to offer our customers the highest possible quality and the most advanced procedures with maximum cost efficiency, while also developing and maintaining economically sound business operations;
• We emphasize that our mission is to build long-term and mutually beneficial relationships with customers, to whom we always strive to offer optimal solutions for their needs;
• We rely exclusively on the results of our own activities for our own promotion;
• We support the holding of fair tenders for both public and private contracts, and in our participation respect equal conditions for every bidder;
• We ensure that the interests of our Group and other associates are not harmed, either intentionally or through negligence;
• We do not seek to obtain contracts through unethical means;
• We place great emphasis on workplace safety; our goal being to establish procedures and measures that ensure maximum occupational health and safety, not only for our own employees but also for any other individuals who may come into contact with our operations while performing their duties;
• We strictly reject any activity involving corruption, bribery, or unfair competition, as well as any conduct leading to such practices;
• All our activities are transparent, and we always allow authorized parties to audit our management and financial systems;
• We prevent conflicts of interest and, if any should arise, pledge to immediate report and resolve such matters in a transparent manner;
• We protect the Group’s assets, trade secrets, confidential information, and personal data, and do not permit their misuse or unauthorized disclosure;
• We maintain our accounting and other records in a proper, honest and complete fashion; we ensure transparent financial management and do not permit the distortion of data or the circumvention of control mechanisms;
• We ensure equal treatment, respect the dignity of every individual, and do not tolerate discrimination, harassment, or other inappropriate conduct in the workplace;
• We conduct our activities with regard to environmental protection, comply with applicable laws and regulations, and strive to minimize the negative impact of our business;
• Should any employee, business associate, or third party have doubts as to whether a specific matter aligns with the Group’s principles of ethical conduct, they shall report this in accordance with the relevant internal regulations. The Group does not tolerate any form of retaliation against a person who reports in good faith.

3. Responsibility

The statutory bodies of the Group’s companies:

• Are responsible for establishing, approving, and regularly updating the Compliance System;
• Ensure adequate human, organizational, and financial resources;
• Foster a culture of integrity;
• Oversee the functioning of control mechanisms;
• Evaluate reports on the functioning of the Compliance System;
• Take corrective measures;
• Bear ultimate responsibility for the effectiveness of the Compliance System, while they may delegate the performance of individual tasks to other persons.

The Compliance Manager:

• Is a position established by a decision of the statutory body of a Group company;
• Is appointed by the statutory body; a company with more than 50 employees is required to establish this position;
• Performs his/her duties independently and is authorized to access information necessary for performance of such duties;
• Is authorized to request cooperation from employees and managers;
• Coordinates and develops the Compliance System;
• Monitors adherence to rules;
• Assesses compliance risks;
• Maintains records of reports and complaints;
• Prepares reports for the company’s statutory body;
• Proposes corrective measures;
• Cooperates in internal investigations;
• Is designated as the competent person within the definition of Act No. 171/2023 Coll., on the Protection of Whistleblowers.

The Ethics Committee:

• Serves as an advisory and oversight body in the area of ethics and compliance with this Code;
• Is appointed by the Company’s statutory body;
• Reviews serious complaints and cases of violations of this Code;
• Issues recommendations to the statutory body regarding the adoption of measures;
• Is governed, in its composition and details regarding its operation, by the details set forth in the Anti-Corruption Program.

Senior Management:

• Is responsible for implementing the Code within their department;
• Promptly addresses identified violations and cooperates in investigations.

Employees:

• Are required to comply with the Code;
• Are required to report suspected violations;
• Are required to cooperate in investigations.

4. Relations with business associates and customers

• We are customer-focused, believing that our prosperity depends on how well we listen to our customers and help them achieve success;
• We offer expertise and practical solutions;
• We do not knowingly offer clients predatory pricing (dumping) for construction projects or any other unfulfillable binding parameter (such as completion deadlines and guarantees), particularly with the intent of passing financial losses or penalties on to our subcontractors;
• We do not seek to acquire contracts that have been properly awarded to another bidder who is successfully fulfilling their obligations;
• We foster good business relationships between Group companies and other business entities with the aim of ensuring not only the technical and economic development of our companies but also a fair supplier-customer system;
• We respect the right to trade secrets of our business associates;

• We refrain from unfounded criticism of other business owners or their work for the purposes of securing contracts;
• We strive, within the limits of our capabilities and authority, to ensure that the principles of this Code of Ethics are also adopted by our business associates;
• We always comply with applicable legal standards and require the same of our business associates;
• We maintain an IT system with robust control and security features, ensuring the highest level of data protection for our customers and business associates;
• We ensure that Group employees do not engage in conduct with business associates that violates competition rules;
• We cooperate only with partners who adhere to the values and principles of ethical conduct set forth in this Code.

5. Relations between the Group’s companies and employees

• We uphold democratic values and the protection and observance of human rights in accordance with the Charter of Fundamental Rights and Freedoms;
• We provide equal opportunities to people regardless of race, skin colour, gender, nationality, ethnicity, origin, native language, age, marital status, health condition, sexual orientation, economic situation, or religious, political, or social status;
• We ensure compliance with all legal standards governing employees’ working and wage conditions and do not tolerate any violations of employees’ labour or human rights;
• We act at all times in the Group’s best interests and actively implement its strategy;
• We foster a corporate culture that encourages initiative, responsibility, and outstanding performance;
• We emphasize teamwork, respectful relationships among employees, and employee personal development;
• We strive to actively engage in processes to nurture a successful team, and we provide our employees with opportunities for self-fulfilment;
• We treat employees at all times with honesty, integrity, and respect, and honour commitments.
• We adhere to the principles of equal treatment of employees and respect their dignity, privacy, and personal rights;
• We respect the individuality of each person and create an environment of trust and open communication;
• We continuously enhance our employees’ professional knowledge and skills in line with the Company’s needs;
• We foster the belief that a better and more effective solution can always be found; never settling for the status quo;
• We do not tolerate any form of discrimination or harassment in our workplaces;
• We select morally mature employees with clean criminal records for leadership positions;
• We support team-building events to improve and strengthen relationships among employees;
• We always prioritize workplace safety and a healthy work environment, and we strive to continuously improve working conditions;
• We recognize that satisfied, highly qualified, and motivated employees are the foundation of our success;
• We ensure that our employees remain impartial and objective in matters of business and reject any pressure, influence, requests, gifts, or benefits that could compromise their impartiality;
• We likewise ensure that our employees do not exert pressure on third parties or offer gifts or benefits that could compromise such parties’ impartiality;
• We emphasize that our employees comply with legal standards regarding measures against the legalization of proceeds from criminal activity;

6. Relations between employees and the Company

Employees of the Group’s companies:

• Consistently comply with applicable laws, the provisions of Work Rules, and other internal regulations;
• Protect the property of Group companies and refrain from using it in a manner that exceeds the scope of authorization granted by regulations, guidelines, or a supervisor’s approval;
• Observe the rules of loyalty to their employer; do not abuse their position, knowledge, confidential information, or personal contacts obtained in the course of their employment to the detriment of the Group’s companies and/or for their own benefit or the benefit of third parties;
• Are aware of their responsibilities within the scope of their job description and act as reliable partners;
• Prioritize their professional responsibilities over personal interests;
• Perform their work honestly, decently, and conscientiously; acting objectively and without unnecessary delay; conducting themselves with integrity, responsibility, and in a rational manner; and cooperating proactively and meaningfully with other employees to fulfil the employer’s adopted goals and plans;
• Uphold the principle of confidentiality and ensure the protection of information used and processed in any form within the Group’s companies so that it cannot be misused for the benefit of others;
• Disclose information in any form only to designated persons in accordance with their authorization for the given activity and in the manner specified for that purpose;
• Maintain a positive representation of the Company and the entire Group externally by showcasing its achievements;

• Conduct themselves in public in a manner that avoids damaging the reputation of any Group company through inappropriate actions, behaviour, or expression;
• Avoid conflicts of interest in their work; should a conflict of interest arise, they shall notify their supervisor without undue delay;
• Contact their supervisor immediately if they become aware of suspicious circumstances indicating potential financial, commercial, technical, security, ethical, or social harm to the Company/Group, or harm to the environment;
• Act diligently to avoid engaging in conduct constituting corruption, bribery, unfair competition, or other offenses, regardless of whether such conduct may result in (unjustified) benefit to the Group or not; if encouraged to engage in such conduct by their superiors, they shall refuse and report it immediately in accordance with relevant internal regulations;
• Participate in regular training on ethical guidelines.

7. Social responsibility

• As part of our corporate social responsibility efforts, we support non-profit and educational activities in the regions where we operate;
• The company participates in organizing social projects and humanitarian initiatives;
• In the event of emergencies (natural disasters, etc.), the Company is involved in organizing assistance for affected individuals and areas;
• We prioritize the quality of life of senior citizens and children without adequate family support.

8. Environment

• We operate with a constant regard for the environment in all our activities;
• We are an environmentally responsible company considering sustainable development to be an integral part of our business;
• We minimize the negative environmental impact of the Group’s companies’ operations;
• We prevent environmental accidents and incidents;
• We support the adoption and use of distinctly environmentally friendly products, processes, and technologies;
• The Group’s companies operate under an established environmental management system, subject to regular audits by independent organizations;
• The Group’s companies engage all employees and business associates in responsible environmental stewardship, emphasizing clear communication and the implementation of effective technical solutions and measures.

9. Code violations

A violation of the Code means any conduct that is not in accordance with the Group’s rules of ethical conduct, in particular:

• Violations of legal standards, internal regulations, and guidelines;
• Corrupt conduct, bribery, conflicts of interest, or other conduct that potentially benefits individuals or third parties at the expense of the Group;
• Discrimination, harassment, or other inappropriate behaviour toward employees or third parties;
• Misuse of property, trade secrets, confidential information, or personal data;
• Violations of occupational safety and environmental protection principles.

Violations of the Code may be reported by any employee, member of a statutory or supervisory body, contractor and business associate

Reports may be submitted via:

• A supervisor or manager;
• The Compliance Manager;
• An electronic reporting system (whistleblowing).

The Group guarantees the protection of whistleblowers against any form of retaliation or discrimination, provided the report is made in good faith.

Every report of a violation is reviewed by the Ethics Committee and the Compliance Manager.

Investigation includes:

• Verification of facts and the collection of relevant information;
• Assessment of legal, reputational, and financial risks;
• Consultations with other experts (e.g., the legal department).

Employees, managers, and other individuals shall cooperate with the investigation and provide all necessary information.

In the event of a confirmed violation of the Code, the following measures may be applied:

• For employees: a warning, a reduction in pay, reassignment, or termination of employment;
• For contractors and business associates: a formal notice, corrective measures, contractual penalties, or termination of collaboration;
• In the case of criminal conduct: reporting to the relevant law enforcement authorities.

All steps are conducted transparently and in accordance with applicable laws.

The results of the investigation are used to prevent future violations and to improve internal processes.

The Ethics Committee recommends further measures to the Group’s management to ensure compliance with the Code.

Detailed procedures for addressing violations are set forth in the Group’s Anti-Corruption Program.