Business Conduct Policy

Preamble

In order to achieve lasting and sustainable success, the KRAIBURG Group (“KRAIBURG”) conducts its global business in compliance with all applicable laws and regulations. All employees are held to adhere to the rules of the legal system they work in. They must avoid violations of the law at all times, commit to act upon the highest ethical standards and treat others with respect and integrity.

An internal Business Conduct Policy (BCP) is designed to serve as a binding regulation for every KRAIBURG employee in the world, helping them to master the legal challenges arising from their day- to-day work. The internal BCP is also available in English and Chinese language. Every employee is expected to carefully read this policy and conscientiously act in accordance with its rules. KRAIBURG does not tolerate violations of law. Employees who violate laws or binding regulations may face disciplinary action and criminal prosecution.

KRAIBURG’s management board and executives acknowledge their special responsibility as role models for their employees. The management board will take measures to instruct and support employees in abiding by the laws. KRAIBURG employees who face legally sensitive tasks will receive periodical BCP training in order to guide and support them with their everyday work. Employees are expected to participate in these trainings.

The BCP is not able to cover every question that may arise in day-to-day work. Additional measures to prevent legal infringements therefore include the appointment of a compliance officer who will be able to advise employees on all relevant matters. Employees can contact the compliance officer with legal questions regarding their own behavior and with any legally doubtful incidents observed in their working environment. On request, the compliance officer will treat all questions and concerns reported to him/her as strictly confidential.
 

The person responsible for compliance at KRAIBURG is available to all employees to answer questions about these rules of conduct and specific issues. The Compliance Officer can be contacted by e-mail at compliance@kraiburg.com or by telephone on +49 8638 61 222.
 

Incidents can be reported anonymously via the internal, web-based KRAIBURG whistleblower reporting system (available at www.kraiburg.de or the respective websites of the individual subsidiaries), by telephone on +49 8638 61 444, by e-mail (whistleblowing@kraiburg.com) in a personal meeting 
or by post to

KRAIBURG Holding SE & Co. KG
Compliance Department
Teplitzer Str. 20
DE-84478 Waldkraiburg

No employee will be penalized for making a report if it is made in good faith.

Waldkraiburg, February 2024

The Board of Directors of KRAIBURG Holding SE & Co. KG

    Dr. Adolf Zellner             Franz Hinterecker         Martin Klinger

B) Antitrust law

Competition and free market economy are essential elements of a free society. Their protection is in the interests of our company. All directors, officers and employees who are in contact with competitors, customers or other business partners must comply with antitrust laws at all times.

Disregarding antitrust laws may result in serious sanctions for KRAIBURG. In the past, antitrust authorities have imposed drastic fines upon companies that could amount to up to 10% of their annual group turnover. Additionally, customers and suppliers can claim compensation for damages in such cases. Under German law, drastic fines can also be imposed on employees involved in the violation. In the U.S. and in some European countries misconduct can be penalized with imprisonment.
 

1. Restrictive agreements among competitors

Restrictive agreements among competitors are usually violating competition (antitrust) laws and therefore prohibited. The term „agreement“ is interpreted extensively. Even informal conduct and mere exchanges of information are included. The most important restrictive agreements include:

• Fixing and coordination of prices, mark-ups or other pricing matters (e.g. discounts, allowances, terms of credit) with competitors;
• Agreements among competitors that determine capacities or procurement quantities;
• Partitioning of markets, particularly allocating customers and territories to each other and demarcating product ranges or series;
• Non-compete obligations that restrain a company from supplying customers of a competitor;
• Exchange of non-public sensitive industry information, such as turnovers, prices, strategies, customer data or market shares.
   

Provided that economic cooperation among competitors is beneficial to the public, it may be exempt from competition (antitrust) regulations under strict conditions. Among other things, this includes purchasing groups, research communities, development communities and production communities as well as agreements on technical standards.

2. Agreements with customers and suppliers

Agreements with customers or suppliers may be subject to competition (antitrust) legislation as well. Companies not only run the risk of having fines imposed on them, but also the danger that distribution and purchasing agreements that violate competition (antitrust) regulations will be invalid and thus unenforceable. The following agreements may be affected:

• Agreements that oblige the customer to resell at minimum or fixed prices;
• Supply agreements that bind the customer to buy 100 percent of its requirements for a certain product from a specified supplier;
• Exclusive distribution agreements; Agreements that restrain customers or suppliers from buying certain products from or supplying specified goods to specifically named companies.

3. Abuse of a market dominant position

Market-dominating or strong companies must not abuse their position to weaken competition at the expense of competitors, customers or suppliers (unless there is an objective justification). Market domination is usually thought to exist at a market share of 33%–40% (defining correct individual market demarcations may be difficult). 

The following examples may constitute an abuse of a dominant market position:

• Discrimination between similarly situated customers or suppliers
• Refusal to supply (e.g. delisting of customers)
• Demanding excessive prices
• Predatory pricing (i.e. pricing goods below costs)
• Loyalty rebates that reward the customer retroactively for pooling their purchases at a market-dominating company
   

D) Helpline

The person responsible for compliance at KRAIBURG is available to all employees to answer questions about these rules of conduct and specific issues. The Compliance Officer can be contacted by e-mail at compliance@kraiburg.com or by telephone on +49 8638 61 222.
 

Incidents can be reported anonymously via the internal, web-based KRAIBURG whistleblower reporting system (available at www.kraiburg.de or the respective websites of the individual subsidiaries), by telephone on +49 8638 61 444, by e-mail (whistleblowing@kraiburg.com) in a personal meeting or by post to

KRAIBURG Holding SE & Co. KG
Compliance Department
Teplitzer Str. 20
DE-84478 Waldkraiburg

No employee will be penalized for making a report if it is made in good faith.