Code of Ethics

February 15, 2024

Message from the Management

As we grow in numbers and in the variety of clients that we serve, it is important that we provide clear guidelines regarding how we should approach important issues and decisions that may arise as we strive to provide the best service to our clients and the best work environment for our employees. The attached Code of Ethics (“Code”) is intended to be the key source for that guidance.

The objective of this Code is to provide information on the expectations and processes that should guide our business behavior on a variety of issues. Every effort has been made to ensure that the code is clear, practical, and consistent. However, no document can address every situation, so we encourage our employees to raise questions to their manager or other appropriate person in the event that something is unclear.

Our commitment to ethical behavior and the solid ethical foundations are an essential component of our operation. We are committed to doing business the right way, based on a culture of ethics and compliance. In the long term, we can successfully face the challenges of a competitive market environment by accepting the imperatives of moral responsibility, both as individuals and as a company.

We are strongly committed to the expectations and guidelines expressed in this Code. We hope it is a helpful guide for how we do our business, and fully anticipate that everyone will embrace and adhere to it. Thank you for upholding our values and helping us in doing things right. It does not only mean that we provide services of exceptional quality, but it also means that ethics and integrity is always born in mind.

1. Introduction

This Code establishes the principles and expectations for professional conduct and ethical behavior for all employees/consultants of CARBONMARK DMCC. By adhering to this Code, we foster a positive, inclusive, and respectful work environment that aligns with our core values and organizational objectives. We, at CARBONMARK DMCC are committed to doing business legally, ethically and in a transparent manner. We are committed to making efforts to apply our values and norms also throughout the entire value chain of our own sub-contractors, service providers and business partners.

We expect our staff to be impartial and honest in all affairs relating to their job. All staff bear a responsibility in general, to be of good faith and do nothing to destroy the trust necessary for employment. The success of our business is based on the trust we earn from our employees/consultants, customers and shareholders. We gain credibility by adhering to our commitment to fairness and reaching our goals solely through ethical conduct.

2. Scope of Application

This Code applies to all employees of CARBONMARK DMCC, regardless of their position (including officers, directors, managers, team leaders, employees, agencies, consultant staff, subcontractors) and location. Contractors and temporary staff are also expected to adhere to this Code while working for or on behalf of CARBONMARK DMCC. Employees and consultants are expected to respect this Code in their professional, as well as personal conduct.

Managers and leaders have higher responsibility for demonstrating, also through their actions, the importance of this Code. Managers and leaders are responsible for promptly addressing every raised ethical question or concern. Employees and consultants must cooperate in investigations of potential or alleged misconduct.

3. Non-compliance

By adhering to this Code, employees and consultants contribute to the success and reputation of CARBONMARK DMCC. Failure to comply with this Code is considered as a misconduct that could warrant punitive action, up to and including termination of employment or other contract in deserving cases.

In case of illegal behavior, including violation of cybersecurity and confidentiality rules, or behavior that threatens the safety or well-being of others, CARBONMARK DMCC may take legal action against those responsible.

4. Reporting Mechanisms

Employees and consultants are encouraged to immediately report any unethical behavior or violations of this Code. CARBONMARK DMCC takes all reports of violations of this Code seriously and is open to any questions at any time.

We are committed to protecting the anonymity and safety of those who report misconduct and will not allow punishment or retaliation against anyone for reporting a misconduct in good faith. We will keep employees and consultants informed of the status of their report throughout the process, if possible.

5. Ethical Values and Principles

Our core values at CARBONMARK DMCC are:

• Innovation
• Excellence
• Integrity
• Responsibility
• Reliability
• Honesty
• Accountability
• Teamwork
• Respect for others
• Obedience to the law.

6. Ethical Decision-making

Ethical conduct is value-driven decision-making. Several key questions can help to identify situations that may be unethical, inappropriate or illegal. Ask yourself:

• Is what I am doing legal?
• Is it in line with my company's values and ethical standards?
• Does it comply with this Code and other company policies?
• Does it respect the rights of others?
• Am I demonstrating loyalty to both my company and myself?
• Is this the right thing to do?
• Have I been asked to misrepresent information or deviate from normal procedure?

7. Compliance with Laws and Regulations

Our commitment to integrity begins with complying with laws, rules and regulations. We understand and comply with the legal requirements and commercial practices of lawful business. We are committed to adhere to every valid and binding contractual agreement that we conclude, and we do not abuse our rights.

All our employees and consultants are required to protect our company’s legality. We therefore expect our staff to follow all applicable laws and regulations, including this Code at all times and to ensure compliant operation of our business.

8. Health, Safety and Environment

We provide clean, safe and healthy work conditions and we are dedicated to maintaining a healthy environment. We are committed to meet currenting requirements without compromising the needs of future generations. To this, we combine economic, environmental and social factors in our operation and our business decisions and promote sustainable practices in all aspects of our business.

We are committed to minimize the impact on the natural environment of our operations. We make efforts to reduce the use of finite resources, like energy or water, and the harmful emissions, like waste.

We believe that sustainability is essential to ensuring a healthy and equitable future for all and we are trying to raise awareness among our employees and consultants. We believe that sustainability is a shared responsibility and ask that all our employees and consultants help us to promote sustainable practices. We ask our employees and consultants to reduce waste and the use of finite resources, conserve resources and choose sustainable products. All staff must follow and comply with every relevant health, safety and environmental protection laws, regulations and rules all times, including when working from home.

9. Human Rights

We are committed to respect human dignity and rights of each individual and community whom we interact with during the course of work.  We shall not, in any way, cause or contribute to the violation of human rights. Our staff shall treat everybody with dignity, respect and care and uphold human rights.

10. Fair Labour Practices and Working Conditions

We are committed to promote equality in our employment practices and to fair employment and remuneration policy in compliance with applicable laws. We are firmly opposed to employing or contract child or slave labor or any form of forced or compulsory or bonded labor. We condemn all forms of illegal, unfair, unethical labor practice that exploits the workforce, destroys social security or serves as tax evasion, including but not limited to undeclared and “grey” work or holding back wages.

11. Professionalism

All employees and consultants should fulfill their job duties with integrity and respect toward customers, stakeholders and the community. Supervisors and managers mustn’t abuse their authority. We expect them to delegate duties to their team members taking into account their competences and workload. Likewise, we expect team members to follow team leaders’ instructions and complete their duties with skill and in a timely manner. Employees and consultants are expected to conduct themselves in a professional manner at all times. This includes reliability, and commitment to delivering high-quality work.

12. Discrimination and Harassment

We value diversity and are committed to fostering an inclusive environment where all employees and consultants feel valued and respected. We provide equal opportunity in employment and we do not tolerate any discrimination or harassment or any type of abuse. No direct or indirect discrimination shall take place based on any professionally non-relevant trait or circumstance, like gender, marital status, age, national or social or ethnic origin, color, religion and political opinion, disability, sexual orientation, employee/consultants representation, property, birth or other status. Any kind of discriminatory behavior, harassment, bullying or victimization is prohibited.

Our staff shall act with integrity and treat their colleagues and others through the work with full respect. All staff are expected to follow the highest standards of conduct in all verbal and written communication based on mutual respect, and must refrain from any form of harassment, slander or any behavior that could be taken as offensive, intimidating, humiliating, malicious or insulting. We will not allow for any kind of discriminatory behavior, harassment or victimization.

13. Fair Competition and Business Conduct

Our relationships with business partners are built upon trust and mutual benefits compliant with competition law. We are dedicated to ethical and fair competition, as we sell products and services based on their quality, functionality and competitive pricing. We will make independent pricing and marketing decisions and will not improperly cooperate or coordinate our activities with our competitors. We will not offer or solicit improper payments or gratuities, nor will we engage or assist in unlawful boycotts of particular customers. We commit to comply with all applicable trade controls, restrictions, sanctions and import-export embargoes.

We do not allow any violence of the fairness of any tendering process in any way. We refrain from damaging competition and the reputation of any business partners and any behavior that harms competitor’s creditability. We do not hold back maliciously, unlawfully or unduly payments towards our partners, and we do not allow such practices in our supply chain.

Our staff is responsible for ensuring fair business during their job and adhere to every competition, consumer protection and fair marketing rule. Customers and business partners shall be treated fairly and equally, products and services shall be displayed in a manner that is fair and accurate (fair marketing and advertising), and that discloses all relevant information.

14. Anti-corruption

We firmly condemn and do not tolerate all forms of corruption. It is prohibited directly or indirectly offering, promising, giving, asking, soliciting or accepting any unfair advantage or benefit, in order to obtain, retain or facilitate in any way the business. An unfair advantage or benefit may include cash, any cash equivalent (e.g. voucher), gift, credit, discount, travel, personal advantage, accommodation or services. We do not permit facilitation (“grease”) payments to government officials or private business in order to secure or speed up routine actions. Corruption also covers the misuse of function or position as well, when someone makes that false appearance that he improperly influences a decision maker.

Corruption for either to obtain or retain business, or to obtain or retain an advantage in the conduct of business is considered gross misconduct. Similarly accepting or allowing another person to accept a bribe is considered gross misconduct. Our staff must account for all benefits received in the course of doing business and must not give or receive bribes or otherwise act corruptly.

15. Gifts and Hospitality

We shall avoid any actions that create a perception that favorable treatment was sought, received or given in exchange for personal benefits.

Business courtesies or benefits include gifts, gratuities, meals, refreshments, entertainment or other advantages from persons or companies with whom we do or may do business. We will neither give nor accept such benefits that constitute, or could reasonably be perceived as constituting, unfair business inducements that would violate law, regulation or policies, or would cause embarrassment. Our staff may never use personal funds or resources to do something that cannot be done with our resources.

We may accept and offer occasional gifts and hospitality that are customary and conform to reasonable ethical practices of the market, provided that they are not inappropriately excessive, not frequent and do not reflect a pattern of frequent acceptance, and thus do not create the appearance of an attempt to influence business decisions. Only trivial gifts with low value can be accepted. All other gifts must be politely refused or, if received through post, returned to the donor. If return is not possible it shall be offered for charity or community purposes. It is the responsibility of the person offering, providing, receiving or accepting the gift to decide whether the gift is appropriate.

16. Security, Protection and proper Use of Company Assets

We are responsible for the security, protection and for the economic use of company resources. Our resources, including time, material, equipment and information are provided for legitimate business use only. Occasional personal use is permissible as long as it is lawful, does not affect job performance or disrupts workplace morale.

All staff are obliged to follow appropriate security measures and should treat company property, whether material or intangible, with respect and care and shouldn’t misuse company assets or use it carelessly. The staff is expected to protect the company’s property from damage to the best of their efforts. Our staff should respect all incorporeal property, such as trademarks, copyright and other property and use them to complete their job duties only.

17. Information Confidentiality, Proprietary Information and Intellectual Property

We are committed to business information confidentiality and integrity, we implement proper technical security measures, and it is our staff’s obligation to uphold this. Proprietary information includes all non-public information that might be harmful to the company or its customers, business partners if disclosed to unauthorized parties. All staff must handle any such information as secret. It also covers that, no one is entitled to trade with securities while in possession of non-public information or deliver non-public information to others that could have an impact on the securities. Every rule ensuring information security must be followed all the time.

We respect the property rights of others. We will not acquire or seek to acquire trade secrets or other proprietary or confidential information by improper means. Our employees and consultants must not engage in unauthorized use, copying, distribution or alteration of software or other protected intellectual property.

18. Bookkeeping, true Reporting and financial Integrity

Our books, records, accounts and financial statements must be maintained in appropriate detail, and must truly and properly reflect our transactions. We condemn all forms of money laundering, so we are committed to do business with partners involved in legitimate business activities with funds derived from legitimate sources.

We commit ourselves to fair taxation and to avoid all tax evasion practices, including such as failing to issue receipts or accounting fake expense invoices.

All staff must follow accounting procedures, ensure that business transactions are recorded and documented appropriately and make certain that all disclosures made in financial reports are full, honest, accurate, timely and understandable. All staff must not improperly influence, manipulate or mislead any audit.

19. Anti-Fraud

Fraud – the act or intent to cheat, steal, deceive or lie – is both unethical and, in most cases, criminal. Fraud in every form, (including e.g. submitting false expense reports; forging or altering financial documents or certifications; misappropriation of assets or misusing company property; making any untrue financial or non-financial entry on records or statements) is prohibited.

20. Conflict of Interests

Employees and consultants must act with integrity and uphold the highest ethical standards in all professional interactions. This includes avoiding conflicts of interest and acting in the best interests of CARBONMARK DMCC. Our decisions shall be based on objective and fair assessments avoiding the possibility of any improper influence.

A "conflict of interest" exists when an employee's personal interest or consultant’s personal interest (that can be linked to e.g. friends, family, customer, competitor, supplier, contractor entity) interferes or potentially interferes with the best interests of CARBONMARK DMCC. Determining whether a conflict of interest exists is not always easy to do, thus anyone with a conflict of interest question should seek advice from management. Conflicts of interest could arise:

• Being employed (oneself or a close family member) by, or being in economic relation with an actual or potential customer, competitor, supplier or contractor;
• Hiring or supervising family members or closely related person;
• Serving as a board member for another company or organization;
• Owning or having a substantial interest in a customer, competitor, supplier or contractor;
• Having a personal interest, financial interest or potential personal gain in any company transaction.

If co-workers become involved in personal relations with each other, it is the concerned senior employee’s responsibility to bring this to the attention of his or her manager to confirm that there is no conflict of interest, nor will a conflict of interest arise.

21. Privacy

We respect people’s privacy, and we acknowledge customers, employees, consultants and other natural persons’ need to feel confident that their personal data is processed appropriately and for a legitimate business purpose. We are committed to comply with all personal data protection laws. We only acquire and keep personal information that is necessary and we give proper information on these activities to data owners. We implement proper security measures to assure confidentiality, integrity and availability of personal information.

Our staff must observe the legal requirements, apply compliant practices and follow related procedures to ensure legality of personal data handling and processing activities.