Anti-Corruption Policy at Polimex Mostostal Capital Group

Contents

Chapter I 3

Purpose, objectives and legal basis of the Policy 3

Chapter II 4

Definitions 4

Chapter III 6

General principles 6

Chapter IV 6

Responsibility for the implementation of the Policy 6

Chapter V 7

Practical aspects of Policy implementation 7

Chapter VI 8

Reporting corruption, conflict of interest and abuse 8

Chapter VII 10

Procedure applicable to attempted benefit offers 10

Chapter VIII 11

Treatment of customary tokens of appreciation 11

Chapter IX 12

Conflict of interest 12

Chapter X 12

The role of supervisory bodies and reporting 12

Chapter XI 14

Corruption risk assessment and continuous system improvement 14

Chapter XII 14

Final provisions 14

Annexes 15

‌Chapter I

‌Purpose, objectives and legal basis of the Policy

1. Polimex Mostostal Group ("PxM CG") conducts its business based on the principles of ethics, transparency and responsibility. One of the key priorities of PxM CG is to counter all forms of corruption, conflict of interest and abuse.

2. PxM CG adopts a zero-tolerance approach to corrupt activities and firmly condemns all forms of bribery, abuse of professional position or unfair influence on public or private decisions.

3. This Anti-Corruption Policy (the "Policy") applies to all PxM CG Companies. It is intended for Employees, members of supervisory and management bodies, as well as Contractors of the PxM CG.

4. The Policy aims to:

   1. establish uniform standards of anti-corruption conduct, actions aimed against conflict of interest and abuse in the PxM CG;

   2. improve the awareness of the risks related to corruption, conflicts of interest and abuse among PxM CG Stakeholders;

   3. identify ways to respond to cases or suspicions of corrupt behaviour, conflict of interest and abuse;

   4. support an effective internal control system which complies with legal requirements and good market practice.

The Policy has been developed and implemented based on the applicable:

1. national legislation:

   1. Act of 6 June 1997 - Penal Code (Journal of Laws of 2025, item 383, as amended), in particular Articles 228-230a concerning offences of corrupt nature;

   2. Act of 28 October 2002 on the responsibility of collective entities for prohibited acts under penalty (Journal of Laws of 2024, item 1822);

   3. Act of 11 September 2019 - Public Procurement Law (Journal of Laws of 2024, item 1320, as amended);

   4. Act of 14 June 2024 on the protection of whistleblowers (Journal of Laws of 2024, item 928), which sets out responsibilities for receiving internal reports, protecting whistleblowers and countering retaliation, including in the context of reports of corrupt activities;

2. Acts of international law and directional guidance (soft law):

   1. United Nations Convention against Corruption (UNCAC), ratified by Poland;

   2. Council of Europe Convention against Corruption in Public Administration and International Business Transactions;

   3. OECD Guidelines on the Prevention of Corruption for Multinational Enterprises;

   4. Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law;

   5. Standards of the World Bank Group and other international financial institutions concerning ethics and compliance;

   6. ISO 37001 guidelines - Anti-Corruption Management System;

   7. Central Anti-Corruption Bureau's anti-corruption guidance for entrepreneurs.

3. Internal regulations and needs o PxM CG:

   1. Obligations covered by the PxM CG's Code of Ethics, Compliance Policy and ESG strategy;

   2. Expectations of Investors, Stakeholders and supervisory bodies concerning transparency and ethical management.

‌Chapter II Definitions‌

The terms used in the Policy shall have the following meanings:

1. Polimex Mostostal Capital Group - shall mean all entities of the Polimex Mostostal Group for which Polimex Mostostal S.A. is the parent company, and those entities are related to one another within the meaning of the provisions of the Code of Commercial Companies.
2. Organisational unit responsible for security matters - The organisational unit at PxM which implements the anti-corruption policy by monitoring business processes and analysing information, and reporting on irregularities and abuse.
3. Organisational unit responsible for regulatory compliance - The organisational unit at PxM, which monitors the observance of legal regulations and laws, including anti-corruption laws.
4. Human resources, HR (from human resources) - The human resources management area at the PxM CG.
5. Stakeholder - An individual, a legal entity or Organisational Unit which influences or is likely to be influenced - directly or indirectly, in the short or the long term - by the activities of the Company or the Companies of PxM CG.
6. Organisational Unit - It shall be understood as an Office or Execution Team separated in the PxM structure, within which Organisational Cells intended to perform specialised, substantive, technical or administrative tasks are distinguished.
7. Organisational Cell - It shall be understood as a Department separated in the structure of the Organisational Unit, functionally or materially, in which sections intended to perform specialised tasks can be distinguished.
8. Partner - A third party, remaining in a legal or economic relationship with Polimex Mostostal Group (any of the PxM CG Companies), in particular on the basis of a civil law contract, with which this contract has already been concluded or actions intended to conclude such a contract are being taken.
9. Material or personal benefit - Means any tangible or intangible goods, whether monetary or not, obtained for oneself or for another person. Such benefits shall include in particular: money, gifts, services, discounts, rebates, preferential treatment, promise of employment or promotion, preferential contract conditions and other benefits which may result in an improved material, personal or professional situation of the accepting person or their next of kin. Invitations to events, business meetings or other forms of hospitality are also considered a material or personal benefit.
10. Conflict of interest - A situation, where the private interests of an Employee (or persons related to him/her) may affect the impartial and objective performance of his/her official duties or may be perceived as influencing such actions.
11. Ethics Committee - An advisory and opinionating body operating within the PxM CG to promote ethical values and support compliance with the Code of Ethics and other standards of conduct.
12. Corruption - The act of offering, promising, giving, demanding or accepting a material, personal or other advantage in return for a specific act or omission in breach of professional, official or ethical duties, regardless of whether the advantage is obtained or merely offered. Corrupt activities include:

    1. Active and passive bribery;

    2. Paid patronage (influence trading);

    3. Abuse in public procurement and tendering procedures;

    4. Abuse of the assets of PxM CG Companies for private purposes;

    5. Nepotism, cronyism, favouritism;

    6. Illegally obtaining permits, licences, administrative decisions.

13. Abuse - Any act or omission in violation of applicable laws, ethical standards, internal regulations of the PxM CG that leads to material or reputational damage to the PxM CG Companies, or a violation of the public interest.
14. Policy - Anti-Corruption Policy in the Polimex Mostostal Group.
15. Employee (E) - A person employed by a Company of GK PxM under an employment contract;
16. Conflict of Interest Register - A structured and continuously maintained collection of reports of actual, potential or apparent conflicts of interest of employees, members of company bodies and Partners. The register enables the monitoring, evaluation and undertaking preventive actions intended to eliminate or mitigate risks of the influence or apparent influence of the private interest of the given person on the impartiality and objective meeting of professional duties and obligations.
17. Abuse Register - A structured collection of information on reported or identified cases of abuse, non-conformities, violations of the Anti-Corruption Policy, the Code of Ethics or other internal regulations. The register includes, in particular, a description of the report, its verification status, the actions taken and the decisions concerning the case, providing a tool for monitoring and reporting on abuse risks in PxM CG Companies.
18. Company/Polimex Mostostal S.A./PxM - Shall be understood to mean the Company with its registered office in Warsaw (00-124), Aleja Jana Pawła II 12, entered into the Register of Entrepreneurs of the National Court Register under the number 0000022460, REGON: 710252031, Tax Identification Number (NIP): 821-001-45-09;
19. Group Company (Company of GK PxM) - Shall be understood as a member company of the Polimex Mostostal Group.
20. Substantive Policy Owner - The organisational unit responsible for shaping, maintaining, adherence to and supervision over the content of the Policy within its substantive jurisdiction.
21. Whistleblower - An individual who reports or publicly discloses information concerning violations of law, in accordance with the provisions of the Law on the Protection of Whistleblowers or relevant EU regulations.
22. Whistleblowing - Information provided by an Employee, Partner or other third party about activities which may constitute non-conformity, abuse, corruption, conflict of interest or violation of law.

‌Chapter III General principles‌

1. This Policy applies to:

   1. Employees of the PxM CG Companies;

   2. Members of the management and supervisory bodies of PxM CG Companies;

   3. PxM CG Partners;

2. The following are responsible for the implementation, dissemination and application of the principles of this Policy in the PxM CG:

   1. The managing bodies of the PxM CG Companies;

   2. The Organisational Unit responsible for security;

   3. The Organisational Unit responsible for regulatory compliance;

   4. The management of the Organisational Units of the PxM CG Companies.

3. The owner of the Policy is the Organisational Unit responsible for security matters, which is responsible for updating, implementing and monitoring the effectiveness of its application.

4. Employees and Partners of the PxM CG are obliged to:

   1. Actively participate in the system used to manage risks of corruption, conflict of interest and abuse;

   2. Identify and report potential threats of corruption, conflict of interest and abuse;

   3. Promptly report suspected violations of the Policy.

‌Chapter IV

‌Responsibility for the implementation of the Policy

1. The owner of the Policy is responsible for its effective implementation, application and reviews.

2. The persons mentioned in Paragraph 4(1) may report violations of the Policy directly to:

   1. The Organisational Unit responsible for security matters or using the

   2. application form available at: https://www.polimex-mostostal.pl/whistleblowing

3. Whistleblowers have the right to confidentiality and protection from retaliation, provided they act in good faith.

4. Violations of the Policy may result in:

   1. Sanctions against employees, including termination of employment;

   2. Civil, administrative or criminal liability - in accordance with the law.

5. The heads of the Organisational Units, in cooperation with the head of the Organisational Unit responsible for security and the head of the Organisational Unit responsible for regulatory compliance, are obliged to:

   1. Protect the resources and assets of the PxM CG Companies, including taking actions in accordance with the legal regulations, aimed at preventing their loss or misuse;

   2. Implement organisational, technical and personnel measures to prevent the occurrence of corruption, conflict of interest and abuse and to ensure that the adopted rules can be effectively enforced;

   3. Exercising, with the cooperation of the heads of the Units referred to in paragraph 5, ongoing supervision over the effectiveness of the anti-corruption, conflict of interest and abuse prevention system in the PxM CG Companies;

   4. Taking prompt corrective action when gaps are identified in the anti-corruption, conflict of interest and abuse prevention system, including initiating legislative, procedural or organisational changes to address such gaps and neutralise their effects.

Members of the management and supervisory bodies, Directors and Managers of Organisational Units of PxM CG Companies play a key role in shaping an organisation culture based on the principles of integrity, transparency and accountability. In particular, they are required to:

1. Supervise the compliance with the Policy in their subordinate organisational structures;

2. Ensure effective information exchange, including the identification and updates of areas and positions at particular risk of corruption;

3. Respond promptly to information on potential non-conformities, in particular by:

   1. Preliminary analysis of reports;

   2. Cooperation during the investigation;

   3. Implementing appropriate remedial and corrective measures;

   4. Active cooperation with the Unit responsible for security matters and other relevant Organisational Units in clarifying matters and monitoring the actions taken.

1. Employees of PxM CG Companies are obliged to:

   1. Comply with generally applicable laws and with the internal regulations of the PxM CG;

   2. Perform their duties with integrity, honesty and rules of ethics;

   3. Comply with the Policy and procedures relating to corruption prevention; Prevent conflicts of interest and abuse;

   4. Avoid of all forms of corruption;

   5. Identify and promptly report perceived or suspected corruption, conflicts of interest and abuse;

   6. Continuously improve knowledge on anti-corruption measures, conflict of interest and abuse;

   7. Actively cooperate in investigations.

‌Chapter V

‌Practical aspects of Policy implementation

The policy is implemented in particular through the following systemic and organisational measures:

1. Implementation and application of the Policy for the reporting of on violations of law and follow-up actions in PxM CG Companies, in accordance with applicable laws, including the maintenance of appropriate registers of such reports.

2. Introduction and updates of:

   1. The PxM CG Code of Ethics;

   2. The Code of Conduct for PxM Group Partners.

3. Defining of uniform rules for dealing with situations of attempted offers of financial or personal benefits in PxM CG Companies.

4. Introduction of conflict of interest reporting rules and maintaining a Conflict of Interest Register.

5. Maintaining an Abuse Register to enable effective monitoring and analysis;

6. Implementation of the Information Security Policy and the principles of security and protection of personal data in the PxM CG.

7. The operation of the PxM CG risk management system, including corruption, compliance and reputational risks.

8. Ensuring transparency and openness of the activities carried out, taking into account the limitations imposed by the law.

9. Raising awareness of the importance of taking care of the reputation and image of the PxM Group among Employees and Partners.

10. Raising awareness of the risks of corruption and the related responsibilities, including criminal liability, among Employees and Partners.

11. Reinforcing ethical attitudes through the promulgation of professional standards and rules of conduct conducive to building an organisation culture.

12. Processing reports and information on the possible corruption, conflicts of interest or other abuse and conducting investigations.

13. Identification of training needs in the assessment and management of corruption risks, conflict of interest and abuse.

14. Improving the professional skills of Employees, in particular through the implementation of specialised training on monitoring and preventing non-conformities, including corruption, conflict of interest and abuse.

15. Monitoring the effectiveness of the implemented measures and improving the procedures in place, intended to counter corruption, conflict of interest and abuse.

‌Chapter VI

‌Reporting corruption, conflict of interest and abuse

1. The Employees are obliged to inform their immediate superiors of all observed acts bearing the hallmarks of corruption, conflict of interest and abuse, in particular of:

   1. Violations of effective legal regulations;

   2. Other identified activities which could negatively affect the achievement of the goals and objectives of Organisational Units;

   3. Identified gaps in security systems, inefficiencies in the control mechanisms in place, identified vulnerabilities, as well as other events identified in the course of day-to-day operations.

2. If the conduct referred to in paragraph 1 concerns an immediate superior, a report may be made by skipping the service path - directly to the Manager or Director of the relevant Organisational Unit.

1. If a person identified in Article 4 of the Act of 14 June 2024 on whistleblower protection, in the context related to work, finds violations of legal regulations relating to, in particular:

   1. Corruption;

   2. Counteracting money laundering and terrorist financing;

   3. Privacy and personal data protection;

   4. Security of network and ITC systems;

   5. Financial interests;

   6. Theft or misappropriation of PxM CG Company property in the form of know-how, cash, materials, products, tools, equipment;

   7. theft or misappropriation of the property of Partners, including in particular theft of intellectual property, copyrights, technological and technical designs;

   8. Intentionally falsifying documents or entering inaccurate information and data in the documents and keeping records in a manner which is unreliable or factually inaccurate;

   9. Use of PxM CG Company property for private purposes, without consent or knowledge,

Such a person is required to make a report to the designated person or organisational unit responsible for handling internal reports, in accordance with the PxM CG Whistleblowing Procedure in force.

Reports can also be submitted using the application form available on the website: https://www.polimex-mostostal.pl/whistleblowing

1. Employees and Partners of the PxM Group may report suspected cases of behaviour bearing the hallmarks of corruption, conflict of interest and abuse through the channels provided for by law, in particular:

   1. By post to: Polimex Mostostal S.A.

      Biuro ds. Bezpieczeństwa (Security Office) al. Jana Pawła II 12, 00-124 Warsaw, Poland

   2. In person, by appointment with the Unit responsible for security (tel. +48 532 565 910).
   3. Using the application form:

      available at: https://www.polimex-mostostal.pl/whistleblowing

2. Reports can be made both anonymously and with the provision of the reporting person's data. Each report is treated as information requiring verification and does not decide on the guilt or responsibility of the person it concerns.

‌Chapter VII

‌Procedure applicable to attempted benefit offers

1. Except as set out in Chapter VIII, it is forbidden to accept any gifts or other customary tokens of gratitude, in particular from:

   1. PxM CG Partners;

   2. Other entities with which PxM CG has business relationships;

   3. Persons in an official (professional) relationship.

2. The value of PLN 200.00 (in words: two hundred and 00/100 zlotys) applies to a single gift or benefit. Combining several small gifts to circumvent the limit is prohibited.

3. However, minor customary forms of hospitality, such as refreshments, promotional materials of small value or participation in industry events, are acceptable as long as their value is moderate, they are in line with market practice, are not excessive in nature and cannot be seen as an attempt to gain undue influence.

1. In the event of an action taken and indicating an intention to give or promise to give an advantage to an Employee, the Employee shall:

   1. Inform the person taking such action that his or her conduct may meet the characteristics of a criminal offence;

   2. Immediately inform their immediate superior of the situation;

   3. Secure the possible site and any evidence;

   4. Prepare a note documenting the incident, attached as Annex 1 to the Policy.

2. In the event of a reasonable suspicion that a crime may have been committed, the Employee's immediate supervisor shall immediately notify the Head of the Organisational Unit and the Organisational Unit responsible for security.

3. If the Employee cannot notify his/her immediate supervisor or the Head of the Organisational Unit, he/she shall immediately notify the Organisational Unit in charge of security directly of the situation.

1. In the event of a benefit being given to an Employee in such a way that it cannot be directly refused, the Employee shall:

   1. Inform his/her immediate superior about the incident without delay;

   2. Prepare an official note detailing the incident;

   3. Take action to return the benefit.

2. If it is not possible to determine the person giving the benefit, the Organisational Units shall handle the package in accordance with the provisions of the Found Property Act of 20 February 2015 (Journal of Laws of 2023, item 501).