R-BAG GROUP Code of Conduct

2 Introduction by the R-BAG GROUP

As an international group of companies, a common set of ethical practices and standards is important, and R-BAG GROUP believes that a global R-BAG GROUP Code of Conduct will create value for all parties as a step towards establishing long-term sustainable relationships between R-BAG GROUP and its Cooperating Partners.

The Code of Conduct describes what R-BAG GROUP considers to be appropriate business conduct and hence the conduct and behaviour that R-BAG GROUP expects from its Cooperating Partners when they provide services on behalf of or supply products to R-BAG GROUP or accept services and products provided by R-BAG Group.

The Cooperating Partner Code of Conduct applies to all business partners of the R-BAG GROUP. These include, but are not limited to Cooperating Partners, agents, representatives and joint venture partners (‘Cooperating Partners’).

Cooperating Partners must ensure, to the greatest extent possible, that the Cooperating Partner’s own agents and subcontractors also comply with the requirements of the R-BAG GROUP Cooperating Partner Code of Conduct.

In addition to this R-BAG GROUP Cooperating Partner Code of Conduct, all R-BAG GROUP Cooperating Partners are expected to comply with and observe all applicable local and international laws and regulations.

R-BAG GROUP Cooperating Partners are strongly encouraged to take action promptly when faced with non-compliance with the Cooperating Partner Code of Conduct.

3 Business integrity

R-BAG GROUP expects its Cooperating Partners to conduct business in an ethical and lawful manner and use the following specific rules to address anti-corruption, competition and conflict of interest issues.

3.1 Bribery

R-BAG GROUP has a zero-tolerance towards bribery, and our Cooperating Partners are expected not to accept or offer bribes of any kind.

No Cooperating Partner acting on behalf of R-BAG GROUP will be penalised for refusing to pay a bribe even if it may result in R-BAG GROUP losing a business opportunity.

Bribery means any offer or acceptance of a gift, loan, fee, remuneration or anything of value to or from another person or entity, private or public, as an incentive to influence or promote a certain act or omission which would not have been appropriate under normal conditions and in the absence of bribery.

In this sense bribery covers any transfer of assets and is not limited to monetary transfers.

Accordingly, this prohibition also covers bribery in the form of, e.g.:

• Charitable donations

• Payment of travel expenses

• Delivery of products and/or services

• Disproportionate entertainment expenses

• Transfer of other personal or financial benefits

The prohibition of bribery applies to all countries in which R-BAG GROUP Cooperating Partners conduct business with R-BAG GROUP.

The prohibition of bribery applies without exception, including in relation to activities where the competitors of R-BAG GROUP or its Cooperating Partners resort to bribery and to countries where bribery as such is not illegal or where bribery is used as a normal part of business.

3.2 Facilitation payments

Facilitation payments – sometimes also called “grease” payments or “coffee money” – are small payments usually made to lower-level government employees to secure the performance of or to speed up a routine government or official action which the employee is already duty-bound to perform. Such payments may seem harmless, partly because the sums involved are usually small, and partly because they are often regarded as local custom or culture.

When working with R-BAG GROUP you are strictly prohibited from offering, giving or accepting any form of facilitation payment, gift or benefit intended to influence a business decision. This prohibition extends to payments and gifts in cash or in-kind, made directly or by third parties acting on Cooperating Partner’s behalf.

However, if a Cooperating Partner believes that the lives or health of its employee or others may be at risk, making a facilitation payment to avoid or mitigate such risk is not a violation of this prohibition. Such payments must always be correctly recorded and immediately reported to your local R-BAG GROUP’s contact person.

3.3 Gifts, travel expenses, entertainment, etc.

R-BAG GROUP is aware that entertainment, hospitality and the exchange of business gifts are considered a common practice and part of building and maintaining business relationships. It is the policy of R-BAG GROUP to accept such practice, provided that the value does not exceed a reasonable level and the gift, entertainment or hospitality is not intended to improperly influence the recipient. It is never acceptable to receive or offer any monetary gifts.

3.4 Competition

In line with national and regional legislation, R-BAG GROUP internal Code of Conduct and internal rules prohibit any illegal price-fixing agreements and other collusive agreements on essential terms, rates, fees, charges and conditions between competitors (cartel agreements) which could eliminate, prevent, restrict or distort fair competition.

Accordingly, Cooperating Partners must observe the same degree of diligence and are encouraged to implement a compliance programme, ensuring that their employees do not receive or disclose any information on price-fixing or other terms and conditions regarding an unrelated third party, whether orally or in writing, to or from competitors, business partners, customers or Cooperating Partners.

3.5 General conduct

R-BAG GROUP expects its Cooperating Partners to demonstrate diligence and good judgment in respect of the use of adequately skilled and trained personnel.

In performing its core freight forwarding activities, R-BAG GROUP relies almost exclusively on subcontractors when it comes to the physical transportation of goods.

Therefore, R-BAG GROUP Cooperating Partners are expected to ensure that they have implemented appropriate measures to prevent the use and abuse of alcohol, drugs etc. by its personnel when performing transport services on behalf of R-BAG Group.

R-BAG GROUP expects that its Cooperating Partners are able to communicate adequately in all situations with         R-BAG GROUP and its customers.

Cooperating Partners must furthermore comply with specific requests, rules and regulations laid down by R-BAG GROUP or its customers in respect of the general behaviour, handling, stowing, loading, unloading and transport of goods at the customers’ locations. However, the Cooperating Partners are not obliged to comply with specific requests that may be contrary to traffic safety regulations or similar regulations in the jurisdictions in or through which the transport is to take place.

Finally, R-BAG GROUP expects its Cooperating Partners to ensure that any equipment used when providing services to R-BAG GROUP is of good and sound quality, meets the general and legally required standard of maintenance and satisfies any safety regulations or measures at all times.

4 Human and labour rights

R-BAG GROUP strongly believes that human rights are rights and freedoms to which all human beings are entitled.

R-BAG GROUP also believes that the acceptance of and compliance with internationally acknowledged human rights are fundamental to all its business relations.

R-BAG GROUP Cooperating Partners are therefore expected to comply with internationally proclaimed human rights. R-BAG GROUP Cooperating Partners are also expected to provide equal opportunities for their employees and may not discriminate on the basis of race or gender, religious belief, marital status or sexual orientation, or use forced labour.

R-BAG GROUP does not employ children and recognises international standards of minimum age for children and that youths should work in different types of employment than adults. R-BAG GROUP Cooperating Partners are therefore expected to observe the international legislation onchild labour.

R-BAG GROUP Cooperating Partners must provide a safe and healthy working environment for their employees which meets or exceeds all legal requirements applicable from time to time.

R-BAG GROUP encourages its Cooperating Partners to respect the rights of their employees to associate freely, join trade unions and/or workers councils and engage in collective bargaining in accordance with national law and international conventions.

Finally, R-BAG GROUP Cooperating Partners are expected to comply with applicable laws, regulations and industry standards concerning working hours and minimum wages.

5 Environmental behaviour

As one of the largest providers of logistics services, R-BAG GROUP feels committed to take on its share of the responsibility to reduce the environmental impact of the transport industry.

Consequently, Cooperating Partners on a broad scale are expected to comply with all applicable local and international laws and regulations on the protection of the environment and are furthermore encouraged to constantly pursue and apply methods and technologies that minimise the environmental impact.

6 Implementation

R-BAG GROUP Cooperating Partners are expected to comply with the R-BAG GROUP Cooperating Partner Code of Conduct in force at any time and to comply with these principles in their choice of business partners and when conducting their business and providing services on behalf of R-BAG GROUP.

The R-BAG GROUP Code of Conduct is also available for download at www.r-bag.hu The Cooperating Partner is required to familiarise itself with the content of the R-BAG GROUP Cooperating Partner Code of Conduct.

The obligations under this Code of Conduct are additional to the Cooperating Partners’ obligations pursuant to any contracts concluded between R-BAG GROUP and the Cooperating Partner.

R-BAG GROUP reserves the right to verify that its Cooperating Partners meet the standards of the Cooperating Partner Code of Conduct.

7 Sanctions for breach of the Code of Conduct

Any non-compliance with the R-BAG GROUP Cooperating Partner Code of Conduct is taken very seriously, and the Cooperating Partner is expected to initiate corrective actions to remedy such breach as well as take appropriate measures to prevent any future reoccurrence.

In case of serious or repeated breaches, R-BAG GROUP reserves the right to terminate the business relationship without liability to the Cooperating Partner with immediate effect.

8 Questions or concerns

The R-BAG GROUP Cooperating Partner Code of Conduct provides the standards for the conduct that R-BAG GROUP expects from its Cooperating Partners. This does not mean that the Cooperating Partners are exempt from responsibility for their conduct in situations not covered by this Policy.

R-BAG GROUP Cooperating Partners should always use common sense when conducting business on behalf of         R-BAG GROUP.

If a Cooperating Partner faces a dilemma or has any doubts regarding this Code of Conduct, the Cooperating Partner is advised to contact local R-BAG GROUP contact person.

Compliance at:

Email: r-bag@r-bag.hu

Telephone: +36 1 295 7570