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Code of Conduct

Contents

Contents	1
1. Foreword from the Founder	2
2. Introduction	3
3. Standards and rules	4
3.1 Compliance with the law	4
3.2 Compliance with directives, guidelines, policies and handbooks	4
3.3 Financial integrity, accurate records and reporting	4
3.4 Working environment within Studio Torri and Heptaplus®	5
3.5 Bribery and corruption	5
3.5.1 Giving bribes	5
3.5.2 Receiving bribes	5
3.5.3 Bribery of public officials	5
3.5.4 Entertainment and gifts	6
3.5.5 Insider trading	6
3.6 Fighting corrupt practices	7
3.7 Avoidance of conflicts of interest	8
3.8 Confidentiality	8
3.9 Data privacy and protection	9
3.10 Misuse or abuse of Studio Torri and Heptaplus® assets	9
3.11 Intellectual property	10
3.12 Use and abuse of signatory power	10
3.13 Communications	10
3.14 Complaints	11
3.15 Relations with the community	11
3.16 Political contributions	11
3.17 Family Relations	11
3.18 Substance abuse	12
3.19 Betting and gaming	12
4. Compliance with Code of Conduct	13
5. Incident reporting	14

Marco Torri

1. Foreword from the CEO

At The PEN® we pride ourselves on an unswerving commitment to the highest standards of conduct and ethics. This applies equally in all the jurisdictions in which we operate, and across all our business lines.

As CEO I know that I must lead by example and live up to our values- which are underpinned by this Code of Conduct. But equally I expect the most junior colleagues to familiarize themselves with our policies, as a matter of priority, as soon as they join the company, and to remain mindful of what is expected of them throughout their time as The PEN® employees.

Our Code of Conduct demands a commitment to ethics and integrity in everything we do as a firm. We urge all our colleagues to dedicate themselves to upholding the values and standards embodied within.

In conclusion, I would like to thank each of you for the great work you do every day.

2. Introduction

Our brand and its underpinning values are at the core of everything we do; who we are, how we behave and how we relate to the outside world:

• we act with integrity and respect

• we are passionate in all we do

• we love excellence and are remarkable

• we embrace opportunity

• we build for a sustainable future

Underpinning these values, this Code of Conduct sets out the most important standards and rules The PEN® (HEPTAPLUS LIMITED and all its subsidiaries or entities directly or indirectly controlled by HEPTAPLUS LIMITED) and its directors, officers and employees (together the ‘employees’) are expected to follow and the behavior that The PEN® expects its employees to adopt.

This Code of Conduct is intended to serve as a basis. It cannot address every situation and it is not a substitute for common sense and good judgment, taking into account the best interest of The PEN®. More stringent local laws may apply additionally and of course need to be adhered to.

Further detailed directives may be contained in current and future organizational policies such as the Group Compliance Procedures, the Human Resources Handbooks, the Binding Corporate Rules for International Data Transfers and other special or local policies.

The PEN® and all its employees are bound to abide by this Code of Conduct. All employees must familiarize themselves with it. As far as the nature of each relationship permits, all principles and rules set out in this Code of Conduct shall apply to the relations The PEN® has with subcontractors, agents, consultants, interns and trainees.

This Code of Conduct is not static. Our operating environment, applicable laws and managerial best practices may change. This may lead to changes or additions to the Code of Conduct. These will be communicated in a timely and appropriate manner.

Any employee who detects or expects violations of this Code of Conduct or any other internal policy or directive should immediately make all pertinent facts known to local management. If the Employee deems it appropriate the findings may be reported under the Whistleblower Policy.

The PEN® monitors compliance with this Code of Conduct and internal practice reviews and audits may be conducted from time to time in this respect.

When in doubt on any business conduct within The PEN®, do not hesitate to seek advice from Group Legal and Risk Management or Group Compliance.

3. Standards and rules

3.1 Compliance with the law

Employees must comply with applicable laws

Every The PEN® company and its employees should comply in good faith with all applicable laws, external and internal regulations, this Code of Conduct and any other The PEN® policy or procedure, in every jurisdiction where The PEN® engages in any activity.

All employees have a duty to familiarize themselves with the guiding principles set out in this Code of Conduct. In addition, they need to make themselves familiar with any applicable laws and external and internal regulations that apply to their country or business. Due to the global nature of the business of The PEN®, inappropriate conduct in one country can have an effect and potentially lead to issues in other countries too. If employees feel that this might be the case, they can contact their local management, Group Legal and Risk Management or Group Compliance for guidance.

3.2 Compliance with directives, guidelines, policies and handbooks

Employees must comply with all The PEN® policies and handbooks

Employees are expected to comply with all current and future directives, guidelines, policies and handbooks distributed by The PEN®. The PEN® will make all such policies available to employees either directly through local management or by publication on company sources such as The PEN®’s intranet.

3.3 Financial integrity, accurate records and reporting

All employees are responsible, in their respective functions, for financial integrity and accurate records and reporting

Every The PEN® company and its employees should ensure to act with financial integrity in all circumstances, for example when dealing with debts, taxes, expenses etc.

Every The PEN® company and its employees should comply in good faith with all local and international accounting principles that apply to their business. These principles need to be taken into account when preparing financial statements whether for The PEN® itself or when providing financial administrative services to our clients. This requires full, fair, accurate, timely and understandable disclosure.

This also applies to any bookkeeping/accounting services provided to our clients.

All the books and records of companies within The PEN® should reflect transactions in conformity with all applicable local and international accounting principles. Misrepresentation, false statements, forgery, backdating or other deliberate acts resulting in inaccurate records or financials are not permitted and will not be tolerated.

3.4 Working environment within The PEN® 

Employees must treat each other fairly and with respect

The PEN® work environment should be experienced as professional, safe and equal, based on mutual respect. This means that:

employees must conduct themselves towards others with fairness, respect, honesty, integrity and professionalism

unlawful discrimination is forbidden

any ethnic, racial, religious, sexual or other type of harassment or abuse is not tolerated and will be sanctioned

equal opportunity is provided for all in recruiting, hiring, promoting, training opportunities, and

personnel records and files are always treated with respect and confidentiality. Employee information will only be collected, used and disclosed on a need-to-know basis in accordance with applicable laws and regulations and The PEN®’s Corporate Binding Rules on the exchange of personal data.

3.5 Bribery and corruption

The PEN® prohibits bribery and corruption

3.5.1 Giving bribes

The PEN® prohibits the offering, promising or giving of any financial or other advantage:

to another person or company, wherever they are situated and whether they are a public official or body or private person or company,

by any employee, agent or other person or body acting on The PEN®’s behalf,

in order to induce or reward the other person or body for improperly performing a relevant function or activity.

3.5.2 Receiving bribes

The PEN® prohibits the requesting, agreeing to or accepting of any financial or other advantage:

from another person or company, wherever they are located and whether they are a public official or body or private person or company,

by any employee, agent or other person or body acting on The PEN®’s behalf,

in order to be induced or rewarded for improperly performing a relevant function, role or activity which is part of that person’s function, role or activity at The PEN®.

3.5.3 Bribery of public officials

In addition to the above, The PEN® specifically prohibits the direct or indirect bribery of public officials or bodies:

by any employee, agent or other person or body acting on The PEN®’s behalf,

in order to gain influence for the purpose of obtaining or retaining business, or any other advantage in business for The PEN® and/or its clients.

This includes but is not limited to offering money to public officials in order to speed up service or gain improper advantage (facilitation payments or grease payments), regardless whether such payments are considered ordinary practice and are not prohibited in some countries.

3.5.4 Entertainment and gifts

Gifts and entertainment should never influence an employee’s business decision or cause others to perceive an influence

Offering and receiving gifts can be lawful and considered legitimate to strengthen client relationships. However, within The PEN®, employees are not allowed to provide or receive gifts or corporate hospitality:

in the form of cash or cash equivalents,

which would embarrass The PEN® or result in material adverse action against The PEN® when disclosed, or

with a value over €150 (or the equivalent in any other currency) or if a total value of smaller gifts received from/given to the same person in a six month period exceeds €150 (or the equivalent in any other currency), unless with prior approval of the Group Compliance Officer.

The exchange of normal and bona fide social amenities such as business lunches, dinners, infrequent social, sport or entertainment events, when reasonably related to a clear business purpose and within the bounds of good taste and what is customary, does not require prior approval, provided that the host is present and the costs do not exceed €500 (or the equivalent in any other currency) per person.

Employees are prohibited from permitting themselves to be named as a client’s heir or as beneficiary of the client’s insurance policies or trusts.

Employees are prohibited to accept a loan or remuneration in any form (including commissions, refunds or gratuities) which arise out of the rendering of services by third parties to The PEN®, or arise out of the rendering of services by The PEN® to its clients.

Local The PEN® offices may be subject to more stringent local laws or policies in place, adherence to which is of course required.

3.5.5 Insider trading

Insider trading and information tipping are strictly forbidden

Insider information is defined as:

information regarding any publicly traded company obtained by employees in the course of their duties for The PEN® where

such information may be considered to have material value to any ‘sensible’ investor in the decision to carry out securities transactions, and

such information is not (yet) available to the general public.

The PEN® expressly prohibits any form of exploitation of insider information. More concrete, the employee should in any event avoid:

buying, selling or otherwise trading shares or other securities while being in possession of insider information

disclosing insider information about a company to any other person, including family members, friends or colleagues, where that information may be used by the other person to trade in the company’s securities

recommending or suggesting that anyone else buy, sell, retain or otherwise trade in shares or other securities of any company while having insider information about the company, and/or

providing access to insider information when it does not meet the strict need-to-know requirement.

In order to prevent any perception of possible insider trading from arising, an employee should avoid investing, shareholding or partnering in the business of a client which the employee is in anyway involved with or has knowledge about through his or her position within The PEN®, unless through a fiduciary account arrangement. The employee shall also refrain from giving any specific instructions or otherwise influencing any decision to be taken under this fiduciary account arrangement.

At first request of The PEN®, an employee shall provide The PEN® with all relevant information with regard to the employee’s investments in order for The PEN® to monitor compliance with the obligations as set out above.

3.6 Fighting corrupt practices

Employees should not engage in money laundering or other corrupt practices and report unusual transactions

The term ‘money laundering’ refers to the process whereby an attempt is made using legal or illegal financial market instruments to conceal the source or the proceeds of criminal activity and to introduce such proceeds into the legitimate financial system.

Every employee must adhere to the following principles:

all clients of The PEN® must undergo a thorough Know Your Client (KYC) check through Group Compliance. No client may be contracted or served without explicit consent of Group Compliance in accordance with the relevant internal compliance policies as applicable within The PEN® 

The PEN® is obliged to establish its client’s identity, the client’s beneficial ownership and/or to determine the origin of clients’ funds. If, at some subsequent stage in the relationship with the client, changes occur or doubts arise as to the correctness of the facts as initially stated by the client, the appropriate inquiries must be repeated and reported to local management. If necessary local management can inform Group Compliance and/or Group Legal and Risk Management

transactions which are unusual for a given client or in which the underlying economic circumstances are unclear must be examined in order to ascertain whether they should be characterized as an unusual or even unlawful transaction which are to be reported to local management. If necessary local management can inform Group Compliance and/or Group Legal and Risk Management

employees should be aware of the trade embargos that may be imposed on specific countries, either by the United Nations or other countries. If a trade embargo applies, it means that it is either prohibited or restricted to trade with the country to which the trade embargo applies. In all cases where a trade embargo is imposed, it is prohibited to assist clients to conduct trade or to transact, either directly or indirectly, with the country under embargo. Any intention to trade or transact with a country under embargo should be denied and notified to Group Compliance

employees may not participate or assist in any transfers which violate or aims at avoiding exchange control restrictions

employees may not participate or provide any assistance to clients or otherwise to deceive any authorities such as tax authorities, for example by giving incomplete or misleading statements

the presence of employees at discussions between clients and third parties or the holding of discussions on The PEN® premises could be (mis)construed as an indication that The PEN® is in agreement with or even supports the actions of a certain party. Employees should distance themselves clearly and at an early stage, if they suspect or become aware that the matters discussed may give rise to corrupt practices and report this to local management as an incident.

3.7 Avoidance of conflicts of interests

Conflicts of interests must be avoided and in any event disclosed

Employees must avoid situations which give rise or may give rise to a conflict of interests between an employee and The PEN®, The PEN® and a client/third party or an employee and a client. In addition, the mere perception of a conflict of interests must be avoided.

The PEN® values the avoidance of a real conflict of interests as much as the avoidance of the mere perception of conflicts of interests. Perception can be just as damaging to The PEN®’s reputation and that of the employee, as any real conflict.

An employee faces a conflict of interests when the employee’s personal relationships, interest in another venture or participation in external activities influences or could be perceived to influence the employee’s decisions.

Unless disclosed to and approved by Group Legal and Risk Management, employees are therefore for example prohibited to:

personally have a direct or indirect interest in investment opportunities that are within the scope of The PEN®’s activity

personally directly or indirectly participate as counterparty in a business transaction involving The PEN® or a client or otherwise enter into a related party transaction

hold a direct or indirect financial interest in any business or organization of a client or competitor of The PEN®, when the employee has the ability to influence the decision with respect to The PEN®’s business (e.g. the client or competitor is owned, managed or controlled by a family member or close friend), and

have an outside business or other interests which interfere with the ability of the employee to perform the employee’s duties for The PEN®.

Any work-related conduct that brings the employees, their family members or close friends any unauthorized personal benefit that would harm The PEN® or any of its stakeholders is prohibited.

To the best of their ability, employees must in any event disclose any (potential) conflict of interests to local management – including, but not limited to, the fact that they have a familial relationship with any government officials. If necessary, local management will inform Group Legal and Risk Management or Group Compliance.

3.8 Confidentiality

Information should be protected from undue disclosure and may only be accessed by authorized employees

All employees must observe the strictest confidentiality concerning all confidential information whether relating to The PEN® itself or to client relationships, which come to their attention during the course of their activities performed for The PEN®.

Such confidential information includes all non-public information that is or may be harmful to The PEN® or its clients if disclosed, including business information that might benefit a competitor.

When in doubt on whether any information is confidential, employees should consider information confidential.

Even the mere fact that a client relationship with The PEN® exists should in principle be confidential, unless already public information or unless disclosure is permitted by the client.

Information must solely be used for the purpose of exercising the employee’s responsibilities on behalf of The PEN®. When dealing with classified information, any specific rules that apply must be observed at all times. Information classified as ‘restricted confidential’, ‘client confidential’ or ‘secret’ may be passed on to other employees only with written permission of the information owner or managing director.

Furthermore, any special regulations governing the safekeeping, storage and destruction of documents and data must be observed.

The obligation to safeguard confidential information continues after termination of employment with The PEN®. When employees leave the service of The PEN® they must surrender all information which came into their possession in the course of the employment relationship and which are either the property of The PEN® or its clients.

3.9 Data privacy and protection

Employees should adhere to all applicable data protection laws and The PEN® data protection policies

Data protection laws serve to safeguard information on individuals. The PEN® and its employees are obliged to respect these laws.

All employees must follow The PEN®’s policies on data protection such as the binding corporate rules on international data transfers.

All employees should ensure any personal data is safely stored and only used as allowed by law. Please refer to the Binding Corporate Rules for International Data Transfers for more details.

3.10 Misuse or abuse of The PEN® assets

The PEN® assets must be used with care and responsibly

The PEN® assets can be physical or intangible. It may include buildings, equipment, software, data, know how, designs, logo, trade names and trade secrets.

All The PEN®’s assets should be protected from misuse, theft, loss, damage or infringement. Any use of these assets other than for The PEN®’s business (e.g. personal use, community or charitable endeavours) should be avoided and requires the express authorisation by local management.

The use of The PEN®’s assets for personal gain or illegal purposes is prohibited.

Employees must always use the correct headed paper, forms, brochures, etc. Headed paper and forms, bearing the logo of The PEN® or one if its subsidiaries, are to be used solely for business purposes and may not be handed out blank to clients or third parties.

Events and presentations in the name of The PEN® and the use of its logo are permitted only for business purposes. Group Marketing and Communications should be involved in the use of the logo or other marketing material.

3.11 Intellectual property

Intellectual property rights developed in the working environment of The PEN® belongs to The PEN®. Third party intellectual property rights should not be knowingly infringed

All intellectual property rights developed at any time during working hours, in the normal course of their duties or with The PEN®’s materials and/or facilities which relate to the business of The PEN® belong to The PEN®. The PEN® does not owe the employee any compensation in that respect.

Third party intellectual property rights should not be knowingly infringed.

3.12 Use and abuse of signatory power

All employees should adhere to the ‘four-eyes’ principle

The PEN® maintains a strict ‘four-eyes’ principle (also known as the ‘two man’ rule). This means that any material communication in writing must always be approved by two persons. Any material communication that has not been processed in accordance with this principle will be considered an abuse of signatory power.

All employees must adhere to specific local procedures in place which safeguard this principle and any other internal and quality control. Employees may be allotted specific signatory power for The PEN® and client related matters. When using the signatory power they should at all times respect any signing restrictions or external or internal advice or approvals required.

3.13 Communications

Employee communications are a reflection on The PEN®. Communication should be appropriate and accurate and in some cases need prior approval

Employees should always be aware that any statements made, whether in a formal or informal setting may have an impact on The PEN® and/or its clients and may create an incorrect perception harmful to our image. Employees should consider whether the statements made are necessary, appropriate and accurate.

All communications with the media and the broader public need prior approval of Group Marketing & Communications. This includes publications from employees in magazines, papers etc.

Communication with local supervisory authorities and professional organizations is the responsibility of local management, who consult with Group Compliance or the Executive Board. Any enquiries from such bodies should be notified immediately to Group Compliance.

3.14 Complaints

Complaints should be taken seriously and reported to local management

Complaints must always be taken seriously and dealt with immediately. They represent an opportunity to strengthen client relations and to remove the sources of client dissatisfaction. Complaints must be dealt with efficiently and in a friendly and accommodating manner.

Employees are required to report all complaints received from clients to local management immediately. Local management should take such appropriate action as they deem necessary to avoid similar complaints in the future. Local management reports any standing complaints in their monthly reporting to the Executive Committee.

3.15 Relations with the community

Employees can be active in the community but certain activities require prior approval

The PEN® supports employees to be active in their community.

Subject to prior written approval from the Executive Committee of The PEN® employees are permitted to accept the appointment as an officer of a company or other legal entity (for example as member of the board of directors, board of trustee, external auditors, etc.). If given, the approval is subject to the condition that the employee will not have to devote any significant time to exercising the appointment during normal business hours. The above does not apply if an employee is accepting the appointment as an officer if so required by The PEN® to provide company secretarial or management services to its clients.

Any Employee who has political ambitions and pursues a campaign to be elected to public office requires the prior written consent of the Executive Committee of The PEN®. In the event the elections are successfully concluded the employee will in principle be expected to resign as employee.

Secondary occupations held by Employees require prior written approval by The PEN®. Under no circumstances is an Employee permitted to undertake professional duties for a competitor.

3.16 Political contributions

Political contributions on behalf of The PEN® are prohibited

Political contributions from The PEN® funds are prohibited, regardless of whether or not they may be legal under certain circumstances.

Employees are not allowed to support any political party on behalf of The PEN®.

3.17 Family Relations

Employees must follow certain guidelines when a family member/partner also works within The PEN® 

The following guidelines must be adhered to when working with or recruiting family/partners within The PEN®:

no involvement in interviewing or appointment

no direct day to day reporting line

no involvement in decisions on pay and promotions;

no signing off on expenses or joint signatory rights.

In circumstances where a relationship between colleagues may lead to a breach of confidentiality or controls, The PEN® reserves the right to review the situation and offer alternative employment to one party.

In some circumstances it may be necessary for one or both parties’ employment to be terminated. In order to be completely transparent, the Group Head of Human Resources should sign off on all appointments/promotions of related employees.

3.18 Substance abuse

No drugs allowed on the work floor

The possession, purchase, sale, transfer, use or presence on The PEN® premises of any illegal drugs or controlled substances (except drugs medically prescribed) is prohibited.

3.19 Betting and gaming

No betting and gaming allowed on the work floor

The placing of bets or the activity of gambling from The PEN®’s premises is not permitted.

4. Compliance with Code of Conduct

The PEN® and all its employees are bound to follow the standards as set out in this Code of Conduct. Agreement to comply with this Code of Conduct is a condition of employment within The PEN®. All employees must familiarize themselves with the content. Compliance with the Code of Conduct is the exclusive responsibility of every employee. Employees, once informed of the Code of Conduct, may not plead ignorance or obedience to higher ranking officials.

As far as the nature of each relationship permits, all principles and rules set out in this Code of Conduct shall apply to the relations that The PEN® has with subcontractors, agents, consultants, interns and trainees.

In case of a violation, this may lead to disciplinary sanctions or, in accordance with the seriousness of the violation and with the applicable laws, to dismissal and legal action being initiated even after dismissal. Certain violations can also lead to severe penalties under applicable law or even imprisonment.

5. Incident reporting

In order to ensure that all risks (including reputational risks) are identified early on and, wherever possible pre-empted, any situations which are or may in any way be harmful to The PEN® are considered as incidents. Such incident should be reported to local management.

Incidents may for example be an unusual or unlawful transaction, a serious breach of internal directives, an unusual enquiry or investigation by authorities/supervisory bodies, an identification of a banned individual on a terrorist scan list, knowledge of the intention to trade or transact with a party in a country under embargo, loss or justifiable suspicion of loss of The PEN® and/or client data, etc.

In any event local management must be informed immediately in all cases in which civil, criminal or administrative steps are initiated against The PEN® or its employees (in the context of their professional activities) or in which the supervisory authorities have instigated or threatened such proceedings.

Local management immediately reports all relevant information regarding the legal action to Group Legal and Risk Management. Where the employee deems it impossible to report the incident to the local management, the employee should report the incident to the Group Compliance Officer in accordance with The PEN®’s Whistleblower policy.

General Notice

This document falls under The PEN® Legal & Risk Management. The following applies to this document:

1. This document is controlled as part of The PEN® Legal & Risk Management governance control.

2. No changes to this document are permitted without formal approval from the document owner.

3. This document is classified, version controlled and regularly reviewed.

4. Any questions regarding this document should be raised to the owner.

5. Distribution, modifications and access must be addressed based on HEPTAPLUS LIMITED’s Data Classification Policy.

6. The version of this document can be found on the cover page.

7. Revision details are described below.

Classification		Review			Stakeholders
Public		Period	Annual		Sponsor	CEO
		Last review	March 2023		Custodian	Head of Group Legal & Risk Management
		Status	Final		Owner	Head of Group Legal & Risk Management
		Approval on	23 April 2023		Approver	HEPTAPLUS  LTD Board