CODE OF CONDUCTOF PTV GROUPTABLE OF
CONTENTS
1.

Introduction	

32.

Fundamental requirements	4

2.1

Lawful conduct	42.2

Mutual respect and integrity	

4

2.3

Responsibility for the reputation of PTV Group	4

2.4

Leadership and responsibility	

4

2.5

Sustainable development	4

2.6

Speak up	

5

Working with business partners and third parties	5

3.1

Fair competition and antitrust legislation	

5

3.2

Combatting bribery and corruption	

5

3.3

Gifts and corporate entertainment	

5

3.4

Charitable donations and sponsorship	

6

3.5

Financial and economic sanctions and export controls	6

3.6

Anti-money laundering and counter-terrorist financing

6

3.



4.

Avoiding conflicts of interest6

5.

Handling of information	

6

5.1

Financial reporting and record keeping	

6

5.2

Data protection and data security	

7

5.3	Protecting PTV Group’s and third
parties’ know-how and trade secrets	7

5.4

Using social media responsibly	

7

5.5

Insider information and prevention of insider trading	

7

6.

Occupational health and safety 

87.

Compliance with the Code of Conduct



8

7.1

Compliance implementation and monitoring in PTV Group	8

7.2

Compliance Key Performance Indicators	

8

7.3

Reporting of concerns, breaches and complaints	

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CODE OF CONDUCT
1. INTRODUCTIONPTV Planung Transport Verkehr GmbH and its
subsidiaries (together “PTV Group” or “we”) arecommitted to promoting mobility in the interest of the common good through products andservices that fulfil individual needs, ecologicalconcerns and the economic demands placedon a corporate group.
Our success depends on our customers andpartners having confidence in our integrity. Our
Code of Conduct is our guiding framework for
how we do business in the PTV Group. It serves
as a common guideline for our decisions andactions and combines current legal and company regulations.
The Code aligns with our values, which are integral to how we operate. We must all take responsibility to uphold the values and operate inline with this Code of Conduct. It is binding oneach one of us equally – on the Management
Board, on managers and on each and every
employee across all companies of PTV Group
worldwide.

Our corporate values – what we stand for:(1.) Market & Customer Focus
Our product portfolio enables our customers
with smart solutions that are specifically tailored to their needs. Current market requirements are our priority.
(2.) Innovation & Efficiency
With a pioneering spirit, we develop intelligent
mobility solutions and successful businessmodels for today and tomorrow. We are open
to new ideas and see changes and challenges
as opportunities.
(3.) Open Mindedness & Transparency
We love trying new things, are open-minded
and reflective. Therefore, we exchange ideas
with each other and cherish transparent communication.
(4.) Respect, Honesty & Integrity
We are appreciative and friendly in our daily
dealings. We maintain an honest, unbiased andrespectful feedback culture.
(5.) Diversity & Inclusion
Diversity enriches our company. We meet at
eye level and want to benefit from different
perspectives and backgrounds.

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Code of Conduct(6.) Sustainability
Our efforts in our daily work and our solutions
contribute to a livable planet and climate justice.
(7.) Passion
Smart mobility & logistics are our passion andpurpose. We work with dedication and inspireothers for our products.
(8.) Accountability
We are aware of our responsibility towards ourcustomers, our owner, business partners andemployees as well as towards society and act
accordingly.

2. FUNDAMENTAL REQUIREMENTS
2.1 Lawful conduct
Obeying the laws of the countries in which
we operate is a fundamental principle of PTVGroup. Every employee must follow the applicable company guidelines and the provisionsof the legislation within whose framework they
are working. Unlawful behaviour may result in
the imposition of significant penalties against
PTV Group and its employees and may lead toenormous reputational damage.
Breaches of the law will not be tolerated by
PTV Group and may result in disciplinary action,
independent of any legal sanctions that may
apply.
2.2 Mutual respect and integrity
We respect the personal dignity, privacy andrights of every individual. We work with individuals of different ethnic origins, cultures,
religions and ages, regardless of disability, sexual orientation, beliefs, political opinion, social
background, pregnancy or maternity or gender
identity.
In accordance with our company principles andthe laws of the countries in which we operate,
we do not tolerate any form of discrimination,
sexual harassment, bullying or any other personal attacks against individuals.

This applies both internally and in our engagement with external partners. Decisions
concerning employees, suppliers, customers,
business partners, etc. are exclusively based on
objective considerations.
2.3 Responsibility for the reputationof PTV GroupWe strive at all times to protect and enhance
our brand and reputation. Every employee isrequired to cultivate, maintain and promote
the reputation of PTV Group and not engage in
conduct which will harm our reputation.
2.4 Leadership and responsibility
All managers shall support their employees incomplying with the Code of Conduct. They beara particular responsibility as role models. Managers are accountable for ensuring the Code of
Conduct requirements are complied with within their area of responsibility and undertaking
adequate supervision. Managers should takeappropriate action to address unacceptableconduct, in line with company policies and procedures.
Managers place trust in their staff, supportingthem in setting ambitious goals and recognising their achievements. Managers and staff
should both work to keep each other fully informed about company matters in order to promote a good working relationship, take timely
action and make informed decisions.
All managers shall create a safe environment
for their staff and practice excellent listening
skills in order to help and encourage their staff
to speak up when needed.
2.5 Sustainable development
Responsibility for society also means being actively committed to sustainable development.
We pledge our support for the UN Guiding
Principles on Business and Human Rights andthe Core Labour Standards of the International Labour Organization (ILO). We recognise theOECD Guidelines for Multinational Enterprises
and are working towards their implementation.
We take responsibility for the environment andstrive to reduce our carbon footprint.

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Code of Conduct

2.6 Speak up
We strongly encourage our employees to speak
up if they become aware of any inappropriate
behaviour or conditions at work. We take concerns raised by our employees seriously andwill not tolerate discrimination or threat against
anyone who has spoken up. Please refer to section 7.2 of this Code of Conduct to learn more
about the possibilities of raising concerns.

3. WORKING WITH BUSINESSPARTNERS AND THIRD PARTIES
3.1 Fair competition and antitrust
legislation
We are committed to fairness in our dealings
with our business partners and with third parties, and support fair competition in accordancewith competition laws and antitrust legislation.
Each and every one of our employees is obliged
to comply with these rules. This means, for instance:• none of our employees shall enter into any
discussions with competitors at which prices
or capacities are agreed upon;• agreements with business partners andthird parties on non-competition or on thesubmission of phantom offers in respect ofinvitations to tender or on allocating customers, territories or production portfolios areprohibited; and• improper preferential treatment or exclusionof contractual parties is also prohibited.
We expect our business partners to fully embrace their personal responsibility to ensure
fair competition.
3.2 Combatting bribery and corruption
PTV Group does not tolerate corruption in any
form. This means, for instance:• Employees of PTV Group may not offer or
grant nor attempt to offer or grant any unauthorised benefits in the form of payment or
any other type of consideration, to any third
party in connection with a business activity.

• PTV Group also adheres strictly to the relevant statutory requirements in its dealings
with governments, authorities and publicbodies.
• No third parties (for example, consultants,
brokers, sponsors, representatives or otheragents) may be used to circumvent suchrules and regulations.
• PTV Group does not make facilitation payments or permit others to do so on its behalf.
• Employees must not use their position at PTVGroup in order to obtain preferential treatment for themselves, their family members
or any other persons with whom they enjoya personal relationship.
• PTV Group employees may not use
business connections to the detriment of
the company.
PTV Group employees should seek advice orassistance in the event of suspicions or legal
doubts regarding bribery, corruption or otherinappropriate behaviour by contacting theCompliance Officercompliance@ptvgroup.com
3.3 G ifts and corporate entertainment
Giving and receiving gifts and entertainmentis a common feature of business relationships.
However, unless this is managed appropriately
there is a risk that they can be seen as bribes,
or giving rise to conflicts of interest. Therefore:• Employees may not accept any consideration(especially personal gifts or benefits arisingfrom the business relationship with PTVGroup) which could reasonably be construed
to have an influence on business decisions ortransactions. Monetary gifts and their equivalent are strictly prohibited.
• Invitations and entertaining must remain
within the bounds of normal corporate hospitality.
• Employees should ensure that any acceptance or offer of gifts or entertainment isin line with local policies and regulations
and seek guidance if unsure of what is appropriate.

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Code of Conduct

3.4 Charitable donations and sponsorship
PTV Group is committed to serve and support
charitable organisations and investment into
the local communities. These include voluntary
contributions in areas such as science and education, culture, environment, sport and forsocial causes. Donations are made only to institutions and organisations which are registeredcharities or which have been granted special
permission to accept charitable donations, assuming they are compatible with the company
values.
We make donations and provide funds by wayof sponsorship only within the limits permitted
by prevailing legislation and in accordance withthe relevant internal regulations.
3.5 Financial and economic sanctions
and export controls
PTV Group acts in compliance with all applicablenational and international foreign trade laws,
in particular financial and economic sanctions
regulations.
Such laws may prohibit, restrict or require reporting of transactions involving the movementof specific goods, technologies, services or capital across borders or amongst legal entities orindividuals of different jurisdiction or citizenship. Violations of these regulations may constitute criminal offences.
3.6 Anti-money laundering and counterterrorist financing
PTV Group complies with all anti-money laundering and counter-terrorist financing regulations of the countries in which they operate.
Money laundering is a term used to describe
the many ways in which criminals disguise theoriginal ownership and control of proceeds ofcrime by making the proceeds appear to havecome from a legitimate source. Terrorist financing is a term used to describe the provision ofmonetary support for terrorist purposes andcertain other types of involvement in the supporting of terrorist activities.
PTV Group is committed to combatting money laundering and terrorist financing. For thispurpose, we remain vigilant in all our businessactivities. We only conduct business with sup-pliers and customers whose funds derive fromlawful activities and are cautious not to engage
with parties that might be involved in terrorist
financing.

4. AVOIDING CONFLICTS OF
INTERESTIn PTV Group, business decisions are madesolely in the best interests of the company.
Conflicts of interest with private interests, financial activities or any other type of activity,
including those of relatives or otherwise closely
associated persons or organisations, should be
avoided from the outset.
Employees should not hold an interest in companies owned by competitors, suppliers or customers, or maintain business relations in a private capacity, if this could give rise to a conflictof interest. An interest in this context refers to
any type of influential involvement in or commitment to competitors, suppliers or customers.
Everyone is expected to understand what a
conflict of interest is, and help to identify andmanage conflicts of interest to ensure thatbusiness is conducted in line with PTV Group’s
values. Any employee who is affected by any
potential or actual conflict of interest must advise their manager so that the matter can be
managed appropriately in line with the relevantinternal regulations.

5. HANDLING OF INFORMATION
5.1 Financial reporting and record keeping
We are required to produce accurate and truthful reporting in line with applicable regulations.
This applies equally to relations with investors,
employees, customers, business partners, thepublic and all government bodies.
Reporting must be based on processes andinternal control systems which ensure that accounts and records are complete and accurate,that transactions or expenditures are duly authorised and presented accurately, and are produced in good time and in accordance with theapplicable regulations and standards.

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Code of Conduct

All contractual documents, standard terms ofbusiness and agreements entered into by companies in PTV Group must be formally documented.
5.2 Data protection and data security
Use of the internet, electronic communications
and IT systems present risks to privacy and data
security. Effective management of these risks is
an important aspect of our IT security strategy
and management, and relies on appropriate
conduct of every individual.
We only obtain, process or use personal data to
the extent necessary for specific, defined andlegal purposes. We ensure that the use of datais transparent for the persons concerned andthat their rights in relation to this data are upheld.
All employees are obliged to observe the dataprotection provisions and the statutory and corporate regulations on information security, andto protect all confidential, secret and personal
data entrusted to PTV Group from misuse.
All data processing activity must be suitably
controlled so as to guarantee the confidentiality, integrity, availability and verifiability of sensitive information and to prevent any unauthorised internal or external use.
5.3 Protecting PTV Group’s and third parties’
know-how and trade secrets
The unauthorised disclosure of company or
third-party knowledge can result in extensive
losses for PTV Group, and the employee concerned may be punishable under employment,
civil and criminal law. We are therefore committed to the following principles:• The intellectual property of competitors andbusiness partners is recognised and respected.

• Employees who have access to especially confidential information (such as from the fieldsof finances, human resources, law, corporate
development or insider information pertaining to other companies) are obliged to maintain strict confidentiality in respect thereof(also internally).
5.4 Using social media responsibly
We expect every employee to be responsible
and think carefully about how and when theyuse social media. This includes:• Communicating with colleagues using
appropriate methods, and not through social
media.
• Not posting confidential information about
work and PTV Group on social media.
• When using social media for personal use,
acting in a way that is consistent with ourvalues.
5.5 Insider information and prevention of
insider trading
Insider trading is defined as the purchase orsale of securities traded on the stock exchange
or of other financial instruments (e.g. debentures) on the basis of significant and not publicly available information about a company(so-called insider information). There are strictlegal requirements regarding insider trading.
Employees who have insider information relating to PTV Group or another company, forinstance a customer, supplier or joint venture
partner, whose securities are admitted to trading on the stock exchange or an organised market are not permitted to trade securities or financial instruments of companies whose pricedepends, directly or indirectly, on the securitiesof these companies.

•P TV Group employees are strictly prohibitedfrom disclosing information such as technicalspecifications, financial data, company data,
customer information or any other information relating to PTV Group’s business to any
third party or using it for their own private
purposes. This obligation remains in force
even after the employment relationship has
ended.

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Code of Conduct

6. O CCUPATIONAL HEALTHAND SAFETY
Employees’ health and safety is given high priority in PTV Group. Every one of our employees
has the right to a safe and healthy working environment.
PTV Group observes the legal and technical requirements and standards relating to safety atwork. Each employee must comply with healthand safety regulations, and managers must
support their employees in doing so.

7. C
 OMPLIANCE WITH THE
CODE OF CONDUCT
7.1 Compliance implementation andmonitoring in PTV GroupThe management of PTV Group actively supports worldwide communication of the Code of
Conduct and ensures its implementation.
To this end, the executive management of anaffiliated company in PTV Group is obliged,
among other things, as follows:• to keep up to date with PTV Group’s current
internal regulations;• to verify in each case whether PTV Group’s internal regulations can be implemented underlocal legislation;• to suspend any rules which contravene PTVGroup’s regulations; and• to implement internal regulations andtake all steps necessary to ensure that PTVGroup’s regulations are complied with andthat regular checks are carried out to guarantee compliance.
In the case of joint ventures and minority
shareholdings, we also inform co-partners of
PTV Group’s compliance rules. A suitable agreement must then be drawn up in order to ensurethat these regulations are complied with.
In some countries, business units or businessdivisions, laws or rules may apply which arestricter or more comprehensive than thosecontained in this Code of Conduct. In case thatnational laws or collective agreements provide

for requirements that differ from the general guidelines set out in this Code of Conduct,these provisions shall prevail over the guidelines set out in this Code of Conduct.
7.2 C ompliance Key Performance Indicators
Compliance key performance indicators (KPIs)
allow PTV Group to measure the effectivenessof its compliance program. PTV Group also uses
these KPIs as a monitoring tool to identify andaddress early signs of non-compliance.
In relation to this policy, the following KPIs aredefined:.
• Reduce number of compliance issues opened
to <10 from 2023 onwards• Train 100% of all new employees on businessethics from 2023 onwards.
7.2 Reporting of concerns, breaches
and complaints
Any employee may make a complaint, reportconcerns and any breaches of the Code of Conduct to the Compliance Officercompliance@ptvgroup.com
the Vice President HR or a workplace representative.
(a) Anonymous reporting of a potential
violation
Each employee can also report a possible
breach of the Code of Conduct anonymously.
For this purpose, we offer a Speaking Up service that provides for anonymous reportingand communication. The Speaking Up service
is available athttps://ptvgroup.share-a-hint.com(b) Where to go for help and support
All employees are encouraged to actively seek
advice or help if they are uncertain about theinterpretation of the Code of Conduct.
Enquiries can be sent to the Compliance Officercompliance@ptvgroup.com

Christian U. Haas

Dr. Karsten Kölsch

Chief Executive Officer

Chief Financial Officer
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