Code of ethics and professional conduct

1. Code of conduct regarding external relations


1.1.1 Complying with Laws and Regulations

The business of Ostara LLC must always be carried out in compliance with local laws and regulations, including those applicable to its industry, and with integrity and respect for ethical principles. It is the responsibility of each employee to know and understand the legal framework applicable to his or her activities and tasks.

1.1.2 Preventing Corruption and Bribery

Ostara LLC is committed to conducting business in an honest and ethical manner and complying with all applicable anti-bribery and anti- corruption laws and regulations in its worldwide operations. Ostara LLC prohibits all bribery or corruption, whether made for the benefit of, or received from, any third party, whether public or private. No employee is allowed to offer, promise or provide any pecuniary advantage or any other advantage to any person, regardless of whether they are private individuals or public officials, with a view to improperly obtaining or retaining business, rewarding a decision or securing any facility or favor that infringes regulations. Nor may they respond to solicitations with the same objective. This applies regardless of whether an improper advantage is created directly or indirectly, including by requesting assistance from a third party, such as a sales partner, a supplier, a contractor, a joint venture or a consortium partner. Ostara LLC prohibits any so-called “kickbacks”. Kickbacks are a form of bribery where one party obtains an undue advantage, and a portion of the undue advantage is “kicked back” to the individual who gave or will provide the undue advantage. It differs from other forms of bribery in that it implies a form of collusion between the two parties. Ostara LLC prohibits any facilitation payment given to government officials. Facilitation payments are used to facilitate mandatory administrative procedures and formalities normally carried out through the proper legal channels. Any company owned by Ostara LLC must record payments and other compensation in its corporate books, records and accounts in a timely manner and in reasonable detail, in accordance with locally applicable rules and regulations. No undisclosed or unrecorded accounts may be established for any purpose. False, misleading, incomplete, inaccurate or artificial entries in the books and records are prohibited. Personal funds may not be used to accomplish that which is otherwise prohibited.

1.1.3 Respecting competition and anti-trust laws

Competition and anti-trust laws ensure that the free market system works properly and that competition among companies is fair. Ostara LLC is dedicated to competing fairly and complying with the applicable competition regulations at all times, regardless of location. No employee may exchange information or reach an agreement, neither written nor verbal or tacit, on customers, territories, prices or price components, terms and conditions etc. that contravene existing regulations and laws.

1.1.4 Money laundering

Money laundering is a process in which the ownership, destination and origin of illegally obtained money is concealed or disguised with the objective of making it appear to originate from a legitimate source. Money laundering is strictly prohibited by law. Employees are strictly forbidden from participating in or facilitating transactions, the purpose of which is to disguise the origin of the funds. Employees are only allowed to conduct legitimate business activities and may not accept or handle cash or other assets that they have reason to suspect are the proceeds of a crime.

1.1.5 Export control

Ostara LLC respects and acts responsibly in accordance with local, national or international laws and regulations as well as established embargoes, boycotts or other trade restrictions on goods, services, software or technology. Employees involved in international trade must ensure that all activities comply with the latest applicable regulations and seek guidance from experts. Failure to observe these laws and regulations could expose both Ostara LLC and the employees involved to severe sanctions, including the prohibition of future exports.

1.1.6 Tax compliance

Ostara LLC ensures that the tax rules applicable to its business in accordance with international conventions and national laws are respected in all countries in which Ostara LLC operates. Ostara LLC therefore complies with its obligations with regard to taxes and customs, and explicitly endorses compliance with national and international legislation.


1.2.1 Treating partners fairly

All employees should respect the rights of, and deal fairly with, customers, partners and competitors. They are prohibited from taking unfair advantage of any person or organization through the manipulation, concealment, abuse of confidential information, misrepresentation of material facts or any other intentional unfair dealing practice.

1.2.2 Treating suppliers fairly

All suppliers are treated fairly. Purchasing decisions are based on objective criteria that include, among others, price, quality, performance, delivery periods and sustainable development with the aim of satisfying the requirements of Ostara LLC customers. All selected suppliers must be enterprises that operate their businesses in compliance with applicable laws and regulations.

1.2.3 Government procurement

Contracts with government-owned or public entities require compliance with stringent and complex standards. Ostara LLC complies with the laws and regulations that govern the acquisition of goods and services by governments in all its operations, including specific regulations on competition and laws prohibiting attempts to influence government officials. Where government contracts involve the possession, use of or access to classified or otherwise restricted information, it is essential that employees strictly follow the security procedures applicable to such information. Care must be taken in respect of the hiring of former government employees or their family members. The hiring process must be carefully reviewed and approved by the Human Resources Department in consultation with the Compliance Department of the relevant Group company.

1.2.4 Working with sales partners

Sales partners are third parties providing sales and marketing services in a defined territory relating to specific company activities, who may act for or on behalf of KNDS or its subsidiaries, and who may be in contact with potential or existing customers or with any public or private authorities. To prevent public and private corruption, the use of sales partners is strictly governed by internal procedures. This ethics charter will be made applicable to sales partners as referred to herein.

1.2.5 Gifts and hospitality

Employees may only offer or receive gifts or advantages in conformity with local laws and in compliance with internal policies. When offered, such gifts or advantages must be strictly limited to expressions of courtesy, and must not be made for the purpose of influencing behaviour or remunerating a service. Any gift or invitation offered in the context of a business relationship must not be presented under conditions that might be seen to be dubious. Such expenses are duly listed and entered into the financial accounts. Employees must not accept gifts, travel, meals or other benefits from third parties that could affect their objectivity and professional judgment. Any gifts, hospitality or other benefits that the employee considers to be a bribe must be refused.

1.2.6 Political contributions

Political contributions may only be made in strict conformity with the specific applicable national legal framework.

1.2.7 Charitable contributions and sponsorship

Charitable contributions comprise part of Ostara LLC’s involvement in communities. Sponsorship forms part of the marketing and communication strategy. Employees of Ostara LLC may not make charitable donations or perform sponsorship, whether in their own name or in the name of Ostara LLC company, in order to obtain or retain business or gain an improper business advantage. Any charitable contributions or sponsorships must be allowed under local law and company procedures, and be made to or for a bona fide organization. Any known connection of a government official to any organization receiving a proposed contribution must be identified.


1.3.1 Conflicts of interest

Employees must avoid finding themselves in a situation where direct or indirect extra-professional interests, in particular personal interests, are in conflict with those of Ostara LLC and influence or alter the independence or integrity of their professional conduct. Any employee who finds himself or herself in a conflict of interest situation must immediately inform his or her manager to determine if the individual must excuse himself or herself from participation in the activities concerned, preserving the interests of Ostara LLC.

1.3.2 Confidentiality and duty of discretion

Employees will comply with the obligation of discretion and confidentiality in relation to information, data or documents, regardless of whether such is of a commercial, technical, strategic or financial nature, that they become aware of in the context of their professional functions. Obligations with respect to such information continue beyond the term of employment. They must refrain from any behavior or attitude that is likely to adversely affect the image or reputation of Ostara LLC.

1.3.3 Environment

Ostara LLC operates with continuous concern and respect for the environment. In accordance with sustainable development, the commitment of Ostara LLC also includes compliance with current environmental rules, regulations and business standards, as well as improved environmental performance in areas such as waste management and prevention, soil and atmospheric pollution, as well as water and energy consumption.

2 Code of conduct regarding internal relations

2.1 Respect

Ostara LLC learns from and respects the cultures with which it interacts. Ostara LLC has an inclusive work environment that values the uniqueness and diversity of individual talents, experiences and ideas that help each employee to fully participate and contribute to the success of Ostara LLC.

2.2 Discrimination and harassment

Within the framework of applicable national laws and regulations, Ostara LLC is committed to providing a business environment free of discrimination and harassment but with equal opportunities. It will not tolerate discrimination or harassment of any kind, including but not limited to that which is based on ethnic origin, religion, gender, age, disability, political beliefs, marital status or sexual orientation. Ostara LLC supports the fundamental dignity of all business partners and employees and will not tolerate any sexual, coercive or exploitative behavior (including language, gestures or physical contact).

2.3 Forced labour and child labour

Ostara LLC adheres to the prohibition of any form of exploitation or slavery. It opposes the use of child labor, complies with all applicable laws and regulations related thereto and behaves in consistency with Convention 138 of the International Labour Organization (Convention concerning the Minimum Age for Admission to Employment).

2.4 Freedom of association

Ostara LLC recognizes the freedom of association of its employees and respects their rights to join a trade union or other worker organization, in compliance with local and international laws, as well as regulations and enterprise agreements. Any employee who carries out associative activities does so exclusively on a personal basis and must ensure that there is no confusion with his or her professional activities.

2.5 Health and safety

It is Ostara LLC policy to comply with all applicable safety laws and regulations. Employees will report any conditions they perceive to be unsafe, unhealthy or hazardous to their local health and safety officer.

2.6 Data protection and privacy

Ostara LLC respects the privacy of its employees, business partners and customers, and acts in compliance with their legal and contractual obligations. No data will be collected, processed or disclosed for unlawful or unauthorised purposes.

2.7 Protection of Group Information

Each Group company or employee who holds classified information will comply with prescribed measures ensuring its protection. Before disclosing confidential information to a third party, the disclosing employee or Group company must ensure that the communication or disclosure of such
information is protected by a nondisclosure agreement and does not prejudice the interests of Ostara LLC.

2.8 Reliability

Employees must ensure the correctness of the information and documents that they are responsible for, regardless of whether such is internal or external. Ostara LLC is responsible for ensuring that the accounts and accounting statements sent to authorities, shareholders and other parties are genuine and comply with the applicable laws, regulations and standards, so that lawful and complete information is presented.

2.9 Respect for group property and assets

Employees contribute to the protection of Group property and assets, both tangible and intangible, and undertake to use them in conformity with their professional purpose. Particular care must be taken in preventing any attempt at fraud, theft or misuse for personal purposes or for third parties.

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