Foreword

The PRE Group is a stable and prosperous energy group with a longstanding tradition. It is a reliable distributor of electricity in the Capital City of Prague and the town of Roztoky near Prague and a major electricity and gas trader on the Czech energy market. A vital part of the PRE Group’s corporate culture are its ethical standards which demonstrate its social responsibility and whose non-exclusive list is included in these Ethical Rules of Cooperation with Business Partners (“Ethical Rules of Cooperation”).

Subject Matter and Definition of Terms

These Ethical Rules of Cooperation provide an overview of the basic values and principles of ethical conduct which all companies of the PRE Group and their business partners are obliged to observe in the same manner as legal provisions and common business practices.

“PRE Group” is used in these Ethical Rules of Cooperation to refer to all companies in which Pražská energetika, a.s., identification number: 601 93 913, registered office: Na Hroudě 1492/4, Vršovice, 100 00 Prague 10 (“Pražská energetika”) holds a direct or indirect majority interest.

“Business Partner” is used in these Ethical Rules of Cooperation to refer to any natural or juridical person that carries on business and enters into a contractual relationship with a company of the PRE Group.

The PRE Group and the Business Partner are hereinafter collectively referred to as “Parties”.

Ethical Rules of Cooperation

In their mutual relations, the PRE Group and the Business Partner act honestly and transparently. Their mutual relations and any activity performed by the Business Partner for the PRE Group must have a clear commercial and legal basis.

The Business Partner is obliged to provide the respective company of the PRE Group with which it has entered into a contractual relationship with truthful and complete information on any facts that might, even if only potentially, cause a violation of legal regulations or that might be deemed in the given industry as unethical or undesirable. The Business Partner is obliged to take appropriate measures to prevent such situations.

When acting on behalf of a company of the PRE Group, the Business Partner shall protect the good reputation of the PRE Group, whose interests the Business Partner is representing at that time, and shall act with regard to the legitimate interests of the PRE Group. Under no circumstances may the Business Partner make, promise or otherwise present on behalf of the PRE Group any suggestions that are illegal, that may be considered illegal in terms of legal practice or that are (in the given industry) deemed unethical, undesirable or contrary to good morals.

The PRE Group shall always strive to fulfil its obligations, including obligations related to copyright, licenses and other proprietary rights. Therefore, the PRE Group does business only with such Business Partners who also seek to fulfil their obligations and have the appropriate rights to use, transfer or sell products or services that are subject to royalties or other obligations. The Business Partner is obliged to prove the authenticity, origin and legitimacy of its products and services upon request.

The PRE Group acts at all times in accordance with legal regulations, especially in terms of competition law; the Business Partner is obliged to act in accordance with these legal regulations as well. The Business Partner shall avoid contacts with other companies (especially companies in a competitive position in relation to any of the companies of the PRE Group) which could give rise to the suspicion that any of the companies of the PRE Group is party to a prohibited agreement or an anti-competitive arrangement.

The Business Partner is obliged to conduct its activities with regard to ecology and sustainable development. The Business Partner is obliged to report to the respective company of the PRE Group any potential risks to the environment and to take appropriate steps to minimize any impact on the environment.

If the cooperation with the Business Partner requires access to the facilities and workplaces of the PRE Group, the Business Partner undertakes to observe unconditionally and at all times the rules governing the movement in such premises. The Business Partner shall not grant access to such premises to third parties and shall strive to prevent damage, theft or misuse of any assets of the PRE Group.

Conflict of Interest

The PRE Group expects that the cooperation with the Business Partner will not be affected by any actual or potential conflicts that might arise from a conflict of interest of the Business Partner related to any performance provided by the Business Partner to a third party or to any hidden interests that are not common in the ordinary course of business. In such a case, the Business Partner is obliged to inform the given company of the PRE Group about such a conflict of interest immediately in writing.

Declaration of Criminal Liability of Juridical Persons

The Business Partner declares that it carries out all its activities at all times in full compliance with all ethical and legal requirements for business activity. The Business Partner declares that it observes the applicable labour law regulations in relation to its employees.

The Business Partner further declares that its statutory bodies, supervisory bodies and employees observe ethical and legal rules of conduct related to the criminal liability of juridical persons, including the measures specified in such legal regulations, and that relevant standards are appropriately implemented also in relation to external collaborators.

The Business Partner declares that the aforementioned facts are known to its statutory bodies, supervisory bodies and employees and that it has adopted internal control mechanisms to this end to effectively prevent the possibility of any illegal or unethical conduct that could lead to a violation of legal regulations stipulating the criminal liability of juridical persons.

The Business Partner declares that it is aware of the principles of the liability of juridical persons pursuant to Act No. 418/2011 Coll., Act on the Liability of Juridical Persons and on Proceedings Against Them, as amended, and that it has incorporated prevention and control mechanisms in its internal regulations to prevent criminal activities committed by a juridical person.

Anti-Corruption Clause

The Business Partner declares that its activities do not violate the obligations and prohibitions arising from the relevant provisions of Act No. 253/2008 Coll., Act on Measures Against Money Laundering and Financing of Terrorism, as amended, and that it has become acquainted with this legal regulation and is aware of the measures, rights and obligations which arise from this regulation and which it undertakes to comply with.

In this context the Business Partner expressly declares in particular that:

• its activities do not seek to hide the laundering of proceeds of criminal activities,
• it does not have an opaque ownership structure,
• the source of is funds is not unclear,
• it acts only on its own account,
• when it does not act on its own account, it does not conceal that it is following the instructions of a third party.

Confidentiality

The Parties shall keep confidential any information constituting a trade secret of the other Party and other information that is recognizably confidential and that they have obtained on the basis of and during the contractual relationship. The Parties shall not use the facts disclosed on the basis of a particular contractual relationship between the Parties for their own benefit or for the benefit of a third party, nor shall they allow the use of such information by third parties. The aforementioned obligations shall remain in force also after the termination of the cooperation of the Parties, unless the given information becomes publicly known, its disclosure is required by law or the Parties agree to disclose it.

Details regarding the confidentiality obligation and exemptions from this obligation shall be stipulated by a separate contractual relationship.

Protection of Personal Data

The Business Partner is entitled to process personal data only for legitimate purposes which always arise from the contractual relationship between the Business Partner and one of the companies of the PRE Group, from legal regulations or from an authorization based on a consent granted to the Business Partner. The Business Partner shall ensure that the processing of personal data complies with the applicable legal regulations at all times. Specific rights and obligations arising in connection with the processing of personal data shall be stipulated in a particular agreement.

Details regarding the processing of personal data by the PRE Group are available on the websites of the individual companies of the PRE Group.

Conclusion

The Business Partner accepts these Ethical Rules of Cooperation in connection with the contractual relationship entered into with the respective company of the PRE Group; the Business Partner accepts these Ethical Rules of Cooperation by concluding a contract (accepting an order) referring to these Ethical Rules of Cooperation. By accepting these Ethical Rules of Cooperation, the Business Partner confirms that it will comply with all standards listed herein.

The Business Partner is expected to actively monitor the compliance of its own actions and the actions of persons acting on behalf of the PRE Group with these Ethical Rules of Cooperation and to report any violation (or any suspected violation) of these Ethical Rules of Cooperation to the respective company of the PRE Group and to immediately take the necessary measures to ensure the compliance with these Ethical Rules of Cooperation, or to propose a timeline of actions aimed at ensuring the compliance with these Ethical Rules of Cooperation. The Business Partner shall grant to the respective company of the PRE Group reasonable access to all relevant data and equipment to allow it to assess the compliance with these Ethical Rules of Cooperation and shall make reasonable efforts to ensure that its subcontractors do the same. The companies of the PRE Group are entitled to authorize an independent third party to assess the compliance with these Ethical Rules of Cooperation on their behalf.

The Business Partner may also contact the respective company of the PRE Group with any questions or ambiguities related to these Ethical Rules of Cooperation.

Updated 2020