Corporate Responsibility & Ethical Standards

Conflicts of Interest Policy

1. Introduction

Spotler Group BV is committed to conducting its business with integrity, honesty, and transparency. This Conflicts of Interest Policy is designed to provide guidance to all employees, managers, directors, and other representatives of the organization to identify, disclose, and manage conflicts of interest effectively.

2. Scope

This policy applies to all individuals associated with (one of the companies of) Spotler Group BV, including employees, managers, directors, volunteers, contractors, consultants, and agents. It covers all activities and relationships that may give rise to actual, potential, or perceived conflicts of interest.

3. Definition of Conflict of Interest

A conflict of interest arises when an individual’s personal interests or relationships interfere or have the potential to interfere with their ability to act in the best interests of (one of the companies of) Spotler Group BV. This includes situations where personal, financial, or other interests may influence or appear to influence decision-making or actions.

4. Policy statement

1. Disclosure

All individuals covered by this policy have a duty to promptly disclose any actual, potential, or perceived conflicts of interest to the appropriate individual or body within the organization. Disclosure should include full and transparent information about the nature of the conflict and its potential impact on the organization.

2. Assessment and Management

Upon receiving a disclosure of a conflict of interest, the organization will assess the situation to determine the appropriate course of action. This may involve recusal from decision-making processes, modifying duties or responsibilities, implementing safeguards, or any other measures deemed necessary to manage the conflict effectively.

3. Prohibited Activities

Certain activities that pose significant risks to the organization or its stakeholders may be prohibited outright, even if disclosed. These activities may include engaging in transactions with related parties, accepting gifts or favors that could influence decision-making, or participating in outside activities that conflict with the interests of the organization.

4. Training and awareness

All individuals covered by this policy will receive training on identifying, disclosing, and managing conflicts of interest effectively. Training will be provided during the onboarding program.

5. Compliance

Non-compliance with this policy may result in disciplinary action, up to and including termination of employment or other relationships with the organization. Individuals found to have knowingly failed to disclose conflicts of interest or engaged in prohibited activities may be subject to further sanctions.

5. Review and Revision

This Conflicts of Interest Policy will be reviewed annually and updated as necessary to ensure its continued effectiveness and compliance with relevant laws and regulations.

Whistleblower Protection Policy

1. Introduction

At Spotler, we believe it’s important to establish a safe, transparent, and ethical work environment by encouraging employees and other stakeholders to report serious misconduct, fraud, corruption, or other wrongdoing within the organisation without fear of retaliation. The policy outlines the rights and protections of whistleblowers and details how reports are handled.

A whistleblower is someone who reports suspected misconduct or unethical behavior, such as fraud, corruption, legal violations, or harmful practices. Whistleblowers can come from various groups:

1. Employees: Workers at all levels, from staff to management.
2. Former employees: Those who left the organization but report past misconduct.
3. Roles with access to sensitive information: Functions like finance, IT, or compliance are often positioned to detect irregularities.
4. External parties: Suppliers or customers who notice unethical practices.
5. Anonymous whistleblowers: Those who report issues without revealing their identity.

2. Scope

This policy applies to all individuals associated with (one of the companies of) Spotler Group BV, including employees, directors, volunteers, contractors, consultants, and agents.

It covers reports concerning actions that:

• Are legally or ethically improper;
• Constitute a violation of internal policies or procedures;
• Pose a threat to public health, safety, or the environment;
• Involve financial mismanagement, fraud, or corruption.

3. Whistleblowing and protection

Spotler commits to:

• Providing a safe and confidential environment where whistleblowers can report serious misconduct;
• Protecting whistleblowers from retaliation, discrimination, or other negative consequences resulting from their report;
• Investigating all reports seriously, fairly, and impartially

4. How to make a report

A whistleblower can report through one of the following channels:

• Whistleblower form:
  Anonymous submissions via MS forms on sharepoint: Whistleblower form
• Email to P&C Director or Advisor:
  P&C Director: ilona.salemink@spotler.com
  HR advisor: HR@spotler.com or directly to one of the P&C employees
• Report to a confidential advisor:
  – Our internal officer designated for confidential discussions and support is:
   Dyan Jakupovic, dyan.jakupovic@spotler.com or by phone +31624994309.

  – Our external officer designated for confidential discussions and support is:
   Health and safety provider: Perspectief in NL but employees working in the UK and Dach will also be allowed to reach out to them. Contact: +31341-438700.

When submitting a report, whistleblowers are requested to provide as much detailed information as possible, including:

• Description of the misconduct;
• Time and place of the incident;
• Names of those involved (if known);
• Evidence or other supporting information

5. Confidentiality and Anonymity

Spotler respects the confidentiality of the whistleblower. Reports can be submitted anonymously. If a whistleblower chooses to disclose their identity, this information will only be shared with individuals necessary for processing the report.

6. Investigation Process

Upon receiving a report, the following transparent and systematic process will be followed:

1. Acknowledgment of receipt: The whistleblower will receive confirmation within five business days (unless the report is anonymous).
2. Preliminary assessment: The report will be reviewed to determine if a full investigation is warranted.
3. Full investigation: If necessary, an investigation will be conducted by an independent and specialized team.
4. Findings and actions: The results of the investigation will be shared with management and may lead to corrective measures, disciplinary actions, or legal steps.
5. Feedback: Where possible, the whistleblower will be informed of the outcome, within the bounds of confidentiality.

7. Protection Against Retaliation

• Whistleblowers who report in good faith are protected from dismissal, demotion, harassment, intimidation, or other forms of retaliation.
• Any form of retaliation against a whistleblower is considered a serious violation of this policy and may result in disciplinary actions against the responsible party.
• Whistleblowers  who knowingly make false reports are not protected under this policy and may face disciplinary measures.

8. Awareness

Spotler will conduct awareness programs to educate employees about this policy, reporting channels, and the importance of whistleblowing.

9. Approval and Effective Date

This policy has been approved by the leadership team of Spotler Group and takes effect on January 1^st, 2025. It replaces previous versions or procedures related to whistleblower protection.

Modern Slavery Policy

1. Introduction

Spotler Group BV is committed to preventing modern slavery and human trafficking in all its forms. We recognize our responsibility to take proactive measures to identify, mitigate, and address the risks of modern slavery within our operations and supply chains. This Modern Slavery Policy sets out our commitment to acting ethically and with integrity in all our business dealings and relationships.

2. Scope

This policy applies to all persons working for (one of the companies of) Spotler Group or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives and business partners.

3. Policy statement

1. Commitment

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labour and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain. We have a zero-tolerance approach to modern slavery and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.

We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains. We expect the same high standards from all of our contractors, suppliers and other business partners, and as part of our contracting processes, we include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards.

We uphold fundamental human rights principles and comply with all relevant laws and regulations relating to modern slavery and human trafficking.

2. Training and Awareness

2.1         Training on this policy, and on the risk our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us, and regular training will be provided as necessary.

2.2         Our zero-tolerance approach to modern slavery in our business and supply chains must be communicated to all suppliers, contractors and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

3. Compliance with the policy

3.1         You must ensure that you read, understand and comply with this policy.

3.2         The prevention, detection and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

3.3         You must notify your manager as soon as possible if you believe or suspect that a conflict with this policy has occurred, or may occur in the future.

3.4         You are encouraged to raise concerns about any issue or suspicion of modern slavery in any parts of our business or supply chains of any supplier tier at the earliest possible stage.

3.5         If you believe or suspect a breach of this policy has occurred or that it may occur you must notify your manager as soon as possible. You should note that where appropriate, and with the welfare and safety of local workers as a priority, we may give support and guidance to our suppliers to help them address coercive or exploitative work practices in their own business and supply chains.

3.6         If you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your manager.

3.7         We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains. Detrimental treatment includes dismissal, disciplinary action, threats or other unfavourable treatment connected with raising a concern. If you believe that you have suffered any such treatment, you should inform the compliance manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally by contacting the Human Resource department.

4. Breaches of this policy

We take appropriate (disciplinary) action against any employee, individual or organization found to be involved in modern slavery or human trafficking, including termination of contracts or legal action.

4. Responsibility

4.1         The Senior Management has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.

4.2         The management teams within the companies of Spotler Group have primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.

4.3         Management at all levels are responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains.

4.4         You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions and queries are encouraged and should be addressed to the management team.

5. Review and Revision

This Modern Slavery Policy will be reviewed annually and updated as necessary to ensure its continued effectiveness and compliance with relevant laws and regulations.