CTP N : Group Code of Conduct EN 2022

Effective date: 2 February 2022

Group Code

of Conduct

Introduction

CTP Group Code of Conduct represents a cornerstone of the ethical corporate environment that the CTP Group (as defined below) continuously strives to create and maintain. It should be understood as a promotion of values and principles the CTP Group adheres to in its day-to-day activities. CTP Group Code of Conduct aims to be continuously fostered in the light of experience and development of the CTP Group as such.

CTP Group Code of Conduct applies to all entities pertaining to the CTP group of companies ("CTP Group") and everyone within the CTP Group:

• CTP executive officers; and
• All full or part-time employees, temporary Staff and individuals providing services to CTP as contractors ("CTP Staff"), irrespective of their duties, position within CTP or country in which they are based. For further information as to the list of CTP group entities, to which our Code of Conduct applies, please contact the CTP Group AML & Compliance Officer on [e-mail].

This Group Code of Conduct does not aim to cover every situation CTP Staff may face in their daily work. Rather, it serves as a guideline in terms of what values and principles CTP Staff are expected to follow when making decisions, conducting their usual work or business activities and establishing or maintaining relationships in and outside CTP.

All CTP executive officers and CTP Staff must acknowledge compliance with the CTP Group Code of Conduct in writing and follow appropriate annual training.

Failure to comply with the values and principles set out in this document may lead to serious legal, financial, business and reputational risks for CTP and CTP Staff. All CTP executive officers and CTP Staff are expected to act in accordance with this CTP Code of Conduct. If CTP Staff identify or witness any potentially unethical, unfair or illegal behaviour, they must immediately discuss it with the CTP Group AML & Compliance Officer or the board.

This CTP Code of Conduct cannot be applied retroactively beyond its effective date.

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This CTP Code of Conduct has been established in accordance with the Dutch Corporate Governance Code and is published on CTP's website.

In case of any doubts regarding application of the rules set forth in this CTP Code of Conduct, please contact the CTP Group AML & Compliance Officer.

EXAMPLES OF RISKS

LEGAL RISKS

Civil liability of CTP executive officers, CTP Staff or a CTP entity (e.g. by causing financial damage or reputational damage).

Criminal liability of CTP executive officers, CTP Staff or a CTP entity (e.g. offering or accepting a bribe or illicit handling of CTP's assets).

Administrative liability of a CTP entity (e.g. by concluding illicit agreements with competitors or violating applicable public procurement or environmental regulations).

FINANCIAL, BUSINESS AND REPUTATIONAL RISKS

Loss of attractive business opportunities.

Damage of CTP's good reputation and market position.

Loss of trust among CTP's clients or business partners.

Increased supervision by public authorities or regulator.

Reduction of the CTP Group's financial value.

1. Core Values

The CTP Group promotes ethical corporate culture by adhering to the following core values and principles. The CTP Group expects CTP executive officers and CTP Staff to recognize and adopt the same approach in their day-to-day work:

• Compliance with applicable legal regulation
• • CTP conducts its business activities in various countries. CTP undertakes to fully comply with applicable legal regulations, industry standards and best practices applicable in all countries where its business activities are conducted.
• Integrity
• • CTP values ethical, fair and honest behaviour towards its employees, customers, suppliers, competitors, public authorities and regulators as well as any other party involved in its day-to-day activities.
  • CTP provides truthful information regarding its services, experience and references.

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2. Business Ethics

• Objectivity
• • CTP expects CTP executive officers and CTP Staff to adopt the highest standards of professional ethics. CTP condemns any form of bias, conflict of interest or inappropriate favouritism, which could discredit the objectivity of any CTP executive officer and CTP Staff.
• Quality and Sustainability
• • CTP commits to provide services of the highest possible quality. CTP continuously deepens and broadens its experience and know-how. CTP supports the personal and professional development of CTP executive officers and CTP Staff.
  • The CTP Group cares about the environmental impact of its activities. CTP aims to become an industry leader in the transition to a carbon-neutral economy.
• Social responsibility
• • - CTP promotes socially responsible behaviour throughout the countries in which it conducts its business activities.
  • CTP undertakes to make a positive impact on communities and society. CTP supports a wide range of community-based organizations, mainly focused on the education of children and adolescents.

Communication with third parties constitutes an integral part of CTP's business activities. It is therefore crucial that CTP executive officers and CTP Staff demonstrate integrity, professional, objective and fair behaviour when engaging with any third party.

CTP executive officers lead by example and promote the importance of ethical, legal and professional behaviour towards the CTP Staff (tone from the top principle).

• Clients
• • CTP respects its clients and appreciates the vital role that they play in the CTP's business.
  • CTP executive officers and CTP Staff are expected to communicate with clients with courtesy, honesty and due professionalism.
  • CTP executive officers and CTP Staff avoid any behaviour, that could jeopardize clients' trust in CTP's service excellence, or damage or disparage CTP's good reputation.
  • Client satisfaction is critical for CTP. CTP strives to meet the requirements of its clients, provided they are in accordance with applicable legal regulations and the ethical values to which CTP professes.

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3. Anti-Bribery, Gifts and Entertainment

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• Business Partners
• • CTP intends to build long-term business relationships with reliable, trust- worthy business partners who enjoy a good reputation in the market.
  • CTP expects its business partners to profess the same ethical and moral standards and values as CTP and conduct their activities in compliance with applicable legal regulation, industry standards and best practices. CTP encourages CTP executive officers and CTP Staff to be actively interested in the values and principles to which their business partners profess.
  • The CTP Group respects the right of its business partners to protect their trade secret, personal data, know-how, intellectual property and other confidential information provided to CTP. This applies not only during the time of cooperation, but also after the cooperation ends.
• Public Authorities and Regulators
• • CTP maintains fully professional and transparent relationships with regulators and public authorities.
  • CTP respects the competency of public authorities and regulators. CTP respects the decisions and other legal acts issued by them and provides the required cooperation, including during dawn-raids.
  • CTP executive officers and CTP Staff refrain from any behaviour, that may bring into question their professionalism and integrity. CTP executive officers and CTP Staff refrain from any fraudulent, bribery-related or other unlawful actions when dealing with regulators and public authorities.

CTP does not tolerate any kind of bribery or corruption whatsoever. CTP executive officers and CTP Staff must refrain from any behaviour, that could lead to their direct or indirect involvement in bribery or corruption-related activities and thereby impact CTP's objectivity and impartiality.

CTP Staff may give and accept business courtesies. Such courtesies must be modest enough to not interfere with ethical business judgment, and not create an appearance of impropriety.

Invitations to conferences, seminars and entertainment may be accepted if the business nature and importance for CTP are demonstrated, prior written approval has been obtained from Group AML Compliance Officer and any travel and accommodation costs are paid by CTP.

All gifts or other benefits (given and received) must be logged in a gifts register kept by the Group AML Compliance Officer.

4. Conflict of Interests

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CTP respects the privacy and personal interests of CTP executive officers and CTP Staff. Still, it is crucial that CTP executive officers and CTP Staff act with integrity and loyalty towards CTP. Therefore, any work-related action or decision by CTP executive officers and CTP Staff must follow the CTP's best and legitimate interest.

A conflict of interests may arise if CTP executive officers and CTP Staff of their family members, friends, or other close persons personal, financial, or other interest clashes with the interest of CTP, its client or business partner. A conflict of interest in the workplace may arise when an CTP executive officer and/or CTP Staff takes part in an activity or relationship that benefits them but damages CTP or a CTP entity. In other words, each party's personal gains are at odds with each other.

CTP executive officers and CTP Staff are expected to maintain their objectivity and impartiality under all circumstances. Any existing or potential conflict of interests needs to be addressed immediately.

• Engagement with CTP's client, business partner or competitor
• • CTP Staff, who considering conducting a gainful activity similar to CTP´s business activity while still being employed by CTP (including accepting a corporate function or concluding an employment contract with a client, business partner or competitor of CTP), may only do so with prior approval of the CTP Group AML & Compliance Officer and consecutively the CTP's CEO, unless explicitly agreed otherwise between CTP and the relevant CTP Staff.
  • CTP executive officers must also comply with the respective corporate regulation and agreed terms.
• Prevention of Conflict of Interests
• • If any CTP executive officers or CTP Staff faces a potential conflict of interests, he/she must refrain from any further decisions or actions in such matter and immediately report and discuss it with the CTP Group AML & Compliance Officer. Executives and employees of CTP business partners are encouraged to report to CTP Group AML & Compliance Officer in cases of potential conflict of interests where CTP may be affected in any way.
  • If a CTP executive officer faces a potential conflict of interests, he/she must also comply with the respective corporate regulation and agreed terms.
  • Our Board Rules contain specific rules on how conflict of interests regarding Directors and Executive Committee members are dealt with. We refer to the Board Rules for these specific arrangements. Our Board Rules are available on our website.
• Management of Conflict of Interests
• • If a conflict of interests cannot be prevented, it needs to be managed adequately.