GCORE CONFLICTS OF INTEREST POLICY

VERSION 01-01-2024

1. Purpose 

When competing interests impair our ability to make objective, unbiased business decisions we have a conflict of interest. You may face a conflict of interest when your professional duties as an employee or contractor of Gcore and your personal interests diverge. They may take the form of financial interests in a supplier's or customer's business, recruiting a close family member or engaging in employment outside Gcore. 

2. Scope 

  2.1 Unless expressly stated otherwise, this policy applies to all employees, workers, contractors (hereinafter collectively referred to as “employees”) of Gcore, its subsidiaries and associated companies worldwide and joint ventures. In relation to contractors, the policy is applied to the extent that it does not contradict the content of the documents signed between Gcore and such contractors. 

  2.2 Unless explicitly specified otherwise, when referring to the term "Gcore" in this policy, we are referring to G-Core Labs S.A., as well as all its subsidiaries, parent entities, and affiliated companies across the globe (including our offices in different countries), and any joint ventures associated with these entities. 

  2.3 This policy does not form part of any employee's contract of employment and we may amend it at any time. 

  2.4 If the national law applicable in the location of a particular employer (for example – a subsidiary of Gcore) establishes rules other than those set forth in this policy, the national law will apply. 

  2.5 If there is another distinct policy or any specific documents related to the same matters that have been implemented in the jurisdiction of the particular Gcore entity, then such alternate policy or documents shall take precedence over this general policy. 

3. Objective 

  3.1 To communicate our requirements in respect of conflicts of interest. 

  3.2 To advise all employees of their obligation to disclose conflicts of interest and maintain high ethical standards. 

  3.3 To ensure that all business decisions are made in the best interests of Gcore. 

4. Principles 

Expectations 

  4.1 As our employee, you are expected to: 

    (a) Maintain the highest possible standard of integrity in all your business relationships, both inside and outside the organisation in which you work. 

    (b) Reject any business practice which might reasonably be deemed improper (including improper practices which might benefit Gcore). 

    (c) Never use your authority or position for personal gain. 

    (d) At all times, act with impartiality, independence and integrity. 

    (e) In an actual or perceived detriment to Gcore's reputation and/or interests.

Disclosure 

  4.2 You must disclose or seek direction on any issues which may potentially conflict with your responsibilities to Gcore. 

Restrictions 

  4.3 You will not be permitted to engage in transactions on behalf of Gcore with organisations or individuals with which you have an interest. All decision making and transactions with the organisation concerned will be handled and managed independently. 

5. Procedure 

When do I make a disclosure? 

  5.1 It is not possible to define all situations or relationships which may create a conflict of interest, so each situation must be evaluated individually. However, some of the more obvious conflicts include: 

    (a) Having any interest, dealings or shareholdings in any business which either is a competitor, customer, supplier or Gcore partner or is seeking to become one. 

    (b) A close family member (including children, in-laws, partner or spouse) having any interest, dealings or shareholdings in any business which either is a competitor, customer, supplier or Gcore partner, or is seeking to become one. 

    (c) Having a close or longstanding relationship/friendship with a business which either is a competitor, customer, supplier or Gcore partner, or is seeking to become one. 

  5.2 In all cases, individuals have a responsibility to assess the potential conflict. Actual or perceived conflicts of interest must be disclosed. 

How to make a disclosure? 

  5.3 Disclosure should be made in written form (email will suffice) to your line manager and to the Head of legal or Compliance manager. Employees making positive disclosures will be asked on an annual basis to review conflicts of interest. 

Responsibilities 

  5.4 Actual conflicts of interest must be avoided and potential conflicts of interests carefully managed. Compliance manager must review the disclosed interest, discuss it openly and manage it so that employees do not become involved in or influence situations where actual conflicts of interest occur. 

Other employment 

  5.5 If you wish to undertake other work while you are employed by Gcore then you must obtain prior written consent from HR Director. 

Further advice 

  5.6 If you are in any doubt as to whether a conflict of interest exists discuss the situation with your line manager or Compliance manager. 

6. Consequences 

Failure to comply with the above procedures may result in disciplinary action being taken due to disciplinary procedure that is applicable according to local legislation and our internal policies.