Introduction

In Eldison, the promotion of transparency, ethical conduct, and accountability within organizations is of paramount importance. Recognizing the significant role that whistleblowing plays in upholding these principles, the Internal Policy on Whistleblowing (“Policy”) has been introduced as a comprehensive framework to safeguard the reporting of misconduct, wrongdoing, and ethical violations within our company.

The Policy serves as a vital tool to protect and empower individuals who wish to report concerns related to our organization. Its primary purpose is to provide clear guidelines and procedures for reporting, ensuring that whistleblowers can safely disclose information about financial improprieties, fraud, corruption, or any other practices that could undermine the integrity and reputation of our company.

To whom is this policy/procedure relevant

Who can raise a report?

A reporting person is an individual who falls under the following categories, considering either current or former:

• employees(workers) - employees and any individual who performs services for and under the direction of another person within our company, in return for remuneration.Therefore, it covers workers in non-standard employment relationships, including fixed-term workers, agency workers and other atypical relationships;
• self-employed individuals, including freelance workers, contractors and subcontractors and those working under the supervision/direction of contractors, sub-contractors and vendors;
• volunteers;
• trainees(paid or unpaid);
• prospective new candidates who have not yet commenced work or are still in the recruitment process;
• facilitators (someone who assists a person in the reporting process in a work-related con­text)
• third persons connected with a reporting person who could suffer work-related retaliation (e.g., colleagues or relatives);
• legal entities that the reporting person is connected to in a work-related context;
• shareholders;
• members of an undertaking’s administrative, management or supervisory body.

Subject of the report

Whistleblowing represents the act of reporting suspected illegal or unethical behavior (anti- social activities) within the company. This mainly includes but is not limited to fraud, corruption, unethical behavior, violation of laws, regulations, or company policies, or any other conduct that is illegal or damaging to Eldison or its stakeholders. An exemplary list of breaches covers mainly the areas of:

(a)       public procurement;

(b)       financial services, products and markets, and prevention of money laundering and terrorist financing;

(c)       product safety and compliance;

(d)       transport safety;

(e)       protection of the environment;

(f)        radiation protection and nuclear safety;

(g)       food and feed safety, animal health and welfare;

(h)       public health;

(i)        consumer protection;

(j)        protection of privacy and personal data, and security of network and information systems;

(k)       however, it may also include:

(l)        breaches affecting the financial interests of the country of residence;

(m)      breaches relating to antitrust and market power regulation.

In addition, there may be local laws that specify other areas covered by whistleblower protection.

The reporting person should have reasonable grounds to believe that the report submitted and evidence (if any) of actual or potential violations that have occurred or are reasonably likely to occur at Eldison in a work-related context are true and accurate.

Persons are protected from reprisals from Eldison if they provide such information in good faith.  No one may be subjected to discrimination, disciplinary action, loss of employment or other sanction for reporting anti-social activity made in good faith or for refusing to participate in anti-social activity. Please be aware that reporting intentionally false material may result in legal repercussions like dismissal, possible criminal penalties for making a false claim, and the loss of whistleblower protection.

Responsible person

The person responsible for handling the reports and maintaining confidentiality is Miroslava Kuklincová, miroslava.kuklincova@eldison.com, Štefan Šurina, stefan.surina@eldison.com, and Zuzana Zvarková, zuzana.zvarkova@eldison.com (“responsible person”).

We enable the responsible person to perform their task independently. The responsible person cannot be penalized for the due performance of their tasks.

We will adequately cooperate with the responsible person when performing their tasks. In particular, the responsible person will be provided with sufficient means and access to personal data and documents kept by our company.

How to raise a report

Report to our company can be made verbally to the person responsible or in writing by:

(a)       the e-mail address whistleblowing@eldison.com, which is available 24 hours a day and accessible only to responsible persons,

(b)       by post to Eldison seat marked DO NOT OPEN on the envelope,

(c)       by oral submission, where the responsible person shall draw up a record of the notification or voice record, giving the reporting person the opportunity to check its content, correct it if necessary, and confirm it by signing it. The responsible person will propose suitable times so such a meeting may take place within 14 days from the request submission.

The reporting person shall cover the following details in the report:

• name and contact details (if report is not anonymous),
• reported activity,
• details of the activity (e.g. When did it occur? How did it happen? Who provided it?),
• evidences(providing evidences or submitting information where can be evidence found).

We will acknowledge the receipt of the report to the reporting person within seven days of the submission. We must provide a response to the report within statutory period.

The response may include:

• a request to the reporting person to provide further information in order to be able to open an investigation,
• a referral to other channels in the case of reports exclusively affecting the individual rights of the reporting person and/or is not in the scope of this policy,
• referral to the local competent authority for further investigation,
• closure of the procedure based on a lack of sufficient evidence or information.

If an investigation is opened, the person submitting the report will be updated on its status and conclusion.

It is significant to emphasize that this procedure does not substitute the reporting person's entitlement to report to the appropriate authority in situations where they believe it is necessary todo so. A reporting person is still obligated, if required by law, to report a crime in accordance with applicable local law after filing a report pursuant to this Policy.

Reprisal measures

Reprisal measures against the reporting persons is prohibited. No one may be subjected to discrimination, disciplinary action, loss of employment or other sanction for reporting anti-social activity made in good faith or for refusing to participate in anti-social activity. This does not apply if the reporting person has participated in the reported anti-social activity and the violation of related rules and regulations.

Retaliation includes, but is not limited to, threats of retaliation and attempts to retaliate, isolation from other employees, humiliation, denial of career advancement, temporary reassignment without the employee's consent, unfavorable job evaluation or reference, reprimand, and disadvantage, early termination of a fixed-term employment relationship by the employer, termination of employment by the employer, defamation, slander and other damage to reputation, removal from a managerial position, purposeful change of work location, bullying or other forms of harassment or discrimination.

A retaliatory act shall not be deemed to bean employment action related to the termination of an employment relationship or a change in an employment relationship that is the result of a legal fact that does not depend on the judgment or decision of the employer or is not demonstrably related to the employee's reporting of the anti-social activity.

If the employee believes that the termination or change of employment relationship is being undertaken in retaliation, the employee shall have the right to report the suspected retaliatory activity to the person responsible before it is undertaken.

The responsible person must verify the reporting person's report that retaliation is being taken against him or her.

Personal data protection

Our Privacy Policy is followed in any processing of personal data related to this policy. The reports will be kept on file for no longer than is required by applicable law.

Confidentiality

We are obliged to respect your wish to maintain anonymity. Therefore, as a reporting person, you are not obliged to disclose your identity in chosen countries.However, we will keep the identity of the reporting person (if so disclosed),the concerned person, the report, and its content confidential at all times(when receiving, verifying, and registering notifications). This means that only a limited number of people designated by our company may handle the reports and have access to any documents revealing the identity of the reporting person and concerned person. The disclosure of information on the identity of the reporting person shall be subject to the written consent of the reporting person.

Please be aware that in situations where there is a legal obligation to do so, such as when raising the report to the competent authority or in cases of a potential criminal offense, we may be required by law to disclose the identity of the reporting person.  However, we will notify you about our intention to share data in advance, if applicable law requires so.

The report and/or any supplementary documents may need to be disclosed within our company(for example, to management, on a need-to-know basis) for the purposes of an inquiry. To protect the privacy of the reporting party, the documents that will be distributed will be made anonymous.

Measures to remedy shortcomings

If, during the investigation of reports and/or communication with the whistleblower, we identify any shortcomings, defects, or weaknesses, we will act to remedy said issues within reasonable timeframes with regard to the gravity of the event.i.e., we will adopt such measures that will prevent the occurrence of similar negative acts in the future.

The reporting person will be timely informed of any measures adopted as a result of his/her report.

Measures against obstructions of report submission

We wish to establish a safe and trustworthy environment for potential whistleblowers to file their reports. Should anyone try to impede any report from being filed, e.g., by threatening the whistleblower or trying to slow down the process of report submission, such action will be subject to retribution by our company.

Local variances

This is a general policy for all countries inwhich Eldison operates. Eldison shall follow the applicable laws of the countryinvolved when a report is opened.

In cases of conflict between the text of thispolicy and the local law variances, the local law variances prevail.

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Slovakia

What can be reported?

Under the SK Whistleblowing Act (Act No. 54/2019 Coll. on Protection of Whistleblowers ofAnti-social Activities and on the Amendment of Certain Acts as amended) there are two types of reports regarding wrongdoings:

• standard report about facts relating to any anti-social activity that a person has become aware of in connection with the exercise of their employment, profession, position, or function, or in connection with an activity in the public interest; and
• qualified report, which may or has contributed to the clarification of serious anti-social activity or to the identification or conviction of the offender. A serious anti-social activity, which the whistleblower is entitled to disclose to the employer under the SK Whistleblowing Act, includes inter alia:

(a)       crimes under § 168, § 170, § 170b, § 177, § 212, § 213, § 217, § 221, §226, § 233a, § 237 to 240, § 243, § 243a, § 247, § 247d, § 251a, § 252 to 254,§ 261 to 263, § 266 to 268, § 271, § 278a, § 283, § 299a, § 302, § 305, § 326 to327a, § 328 to 336b, § 336d, § 348 § 352a § 374 of SK Criminal Code;

(b)       offences with an upper limit above two years of a prison sentence;

(c)       administrative offenses with a maximum fine of at least EUR 30,000 or determined by a calculation.

Whistleblower protection

The reporting person is defined also as:

1. a natural person who in good faith makes a notification to the authority competent to receive the notification or to the employer;

2. a natural person who in good faith makes a notification and whose employment relationship or other similar relationship has ended shall also be considered a whistleblower if he or she has become aware of information about the anti-social activity during the duration of that employment relationship or other similar relationship,

2.1 makes a notification and the employment relationship or other similar relationship has not yet come into existence if he or she has become aware of the information about the anti-social activity during the HR procedure or in the context of a pre-contractual relationship,

2.2 she has made the notification anonymously and her identity has been revealed,

2.3 disclosed the information during the course of an employment relationship or other similar relationship on the ground that

2.3.1 made a notification through the internal notification screening system and was not informed of the outcome of the screening under section 10(8), or appropriate action was not taken under section 10(8) of the SK Whistleblowing Act and subsequently made such a notification to the authority competent to receive the notification and was not informed of the status of the screening or the outcome of the screening within a reasonable period of time ,

2.3.2 made a notification to the authority competent to receive the notification and was not informed within a reasonable period of time of the status of the examination or the result of the examination,

2.3.3 there are reasonable grounds to fear that the anti-social activity may constitute an imminent or manifest danger to the public interest; or

2.3.4 there is a reasonable apprehension that, if the notification were made to the authority responsible for receiving the notification, it would be subject to a sanction or, in view of the particular circumstances of the case, there is a risk that the authorities responsible for receiving the notification will fail to ensure an impartial and independent verification of the facts set out in the notification

Two types of protection for employees under the SK Whistleblowing Act:

(a)        for any reports:

• any reporting person is entitled to protection against any reprisals measures for filing a report in good faith;
• the employee may object employer’s actions (e.g. dismissal) if the employee believes such action was taken as a result of the employee filing the whistleblower report. The employee must file such objections with the Office within 15 days.

(b)       specific protection for qualified reports:

• the reporting person must explicitly request specific protection when filing the report with the relevant public authority, i.e., it is not sufficient to file the whistleblower report with the employer.

Raising a report 

We will use reasonable endeavors to acknowledge the receipt of the report to the reporting person within seven (7) days of the submission.

We will investigate the report within 90 days of its receipt. This deadline might be extended by additional 30 days by notifying such extension to the reporting person together with reasons for the extension.  

We will use reasonable endeavors to inform the reporting person about the outcome of the report investigation together with adopted measures within 10 days from the conclusion of the investigation. If the investigation has been completed by referring the matter to the relevant public authority, we will request the result of the proceedings held before such authority and will use reasonable endeavors to inform the reporting person thereof within 10 days of receiving the requested information from the relevant authority.

Competent authority maintaining the external whistleblowing system

The WhistleblowingProtection Office is one of the competent authorities maintaining the external whistleblowing system, receiving and assessing the whistleblowing reports.Reports can be filed with the Whistleblowing Protection Office through a secured online form (available on website:https://formular.oznamovatelia.sk/form/mail).

Reports and personal data

We will keep a record of the filed reports for three years from its filing to the following extent:

• date of the report;
• full name and residential address of the reporting person;
• the subject-matter of the report;
• the outcome of the report investigation; and
• date of the report investigation conclusion.

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Czech Republic

What can be reported?

Under the CZ Whistleblowing Act (Act No. 171/2023 Sb. on Protection of Whistleblowers) wrongdoing means also any activity that

(a)       has the nature of a crime,

(b)       has the nature of an offense for which the law provides for a penalty with an upper limit of at least CZK 100 000, or

(c)       violates CZ Whistleblowing Act.

Raising a report

The report shall contain the name, surname and date of birth or other information from which the identity of the reporting person can be inferred; the information concerning the identity of the reporting person shall be presumed to be true. The report does not need to contain the information referred to in the first sentence if it is submitted by a person whose identity is known to the responsible person.

We will investigate the report within 30 days of its receipt. This deadline might be extended by additional 30 days by notifying such extension to the reporting person together with reasons for the extension.  The deadline extension might occur max. 2 times.

We will use reasonable endeavors to inform the reporting person about the outcome of the report investigation together with adopted measures without undue delay from the conclusion of the investigation.

If the report is not considered justified, the responsible person shall notify the reporting person in writing without undue delay that, based on the facts stated in the report and from the known circumstances, the responsible person did not find suspicion of the commission of an illegal act, or found that the report is based on false information, and instructs the reporting person on the right to file a report with a public authority.

Competent authority maintaining the external whistleblowing system

The Czech Ministry of Justice is the competent authority maintaining the external whistleblowing system, receiving and assessing the whistleblowing reports. Reports can be filed with the Ministry of Justice:

(a)       through a secured online form (available under this link), or

(b)       by contacting the Ministry of Justice via e-mail addressoznamovatel@msp.justice.cz or by phone at +420 221 997 840.

Reports and personal data

We will keep a record of the filed reports for five years from its filing to the following extent:

• date of the report;
• full name and residential address of the reporting person /or other personal data shared by reporting person/,
• identification of concerned person, if applicable,
• the subject-matter of the report;
• the outcome of the report investigation; and
• date of the report investigation conclusion.

The access to the records is allowed only to the responsible person.

Your rights as a whistleblower

The whistleblower shall be:

• informed about the manners of reporting, the competent person and their contact details, and whether persons who are not employees, interns, or volunteers at Mews CZ are excluded from filing a report, in a way that allows remote access (e.g., on a website);
• protected against any retaliation; and
• entitled to claim compensation if, despite the foregoing, they are subject to retaliation that results in non-monetary damage.

The protection against retaliation cannot be validly waived. However, a whistleblower who submitted a deliberately false report is not entitled to any protection.

Reprisal measures

Reprisal measures means an act or omission in connection with the work or other similar activity of the reporting person which is triggered by the reporting and which is likely to cause harm to the reporting person or to a person referred to below; where these conditions are met, the reprisal measure includes, in particular

(a)       termination of the employment relationship or non-renewal of the fixed-term employment relationship,

(b)       dismissal from service, out-of-service assignment or termination of service,

(c)       the termination of a legal relationship established by a contract of employment or a contract of employment,

(d)       removal from the post of senior staff member or from the post of superior,

(e)       the imposition of a disciplinary measure or a disciplinary penalty,

(f)        a reduction in pay, salary or remuneration or the non-award of a personal allowance,

(g)       transfer or reassignment to another job or post,

(h)       a service appraisal or performance review,

(i)        failure to allow professional development,

(j)        change of working or service hours,

(k)       requiring a medical report or an occupational medical examination,

(l)        resignation or withdrawal from the contract; or

(m)     interference with the right to protection of personality.

Reprisal measures do not apply to the reporting person nor to

(a)       a person who has provided assistance in ascertaining the information contained in the notification, in submitting the notification or in assessing the validity of the notification,

(b)       a person who is close to the reporting person,

(c)       a person who is an employee or colleague of the reporting person,

(d)       a person controlled by the reporting person,

(e)       a legal entity in which the whistleblower has an interest, a person controlling it, a person controlled by it or a person whois controlled by the same controlling person as the legal entity,

(f)        a legal entity of which the reporting person is a member of an elected body, a legal entity controlled by the reporting person or a person controlled by the same controlling person,

(g)       a person for whom the reporting person performs work or other similar activity; or

(h)       a trust of which the reporting person or a legal person referred to in point (e) or (f) is a settlor or a defendant or in relation to which the reporting person or a legal person referred to in point(e) or (f) is a person who substantially increases the assets of the trust by contract or by acquisition in the event of death

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