Introduction, intent and implementation

CAPAX d.o.o. Conflicts of Interest Management Policy (hereinafter: the Policy) serves as a framework for developing systems, controls, and procedures that will identify, assess, and resolve possible and actual conflicts of interest.

The purpose of this Policy is represented in the execution of procedures that prevent Management Board members, management staff, and company employees from engaging in decision-making in when they have a conflict of interest.

To maintain the maximum level of transparency in the company's activities, this Policy applies not only to members of the Management Board and management staff, but also to every employee of CAPAX d.o.o.

Conflict of interest definition

A conflict of interest exists if any of the individuals covered by this Policy could benefit personally or for a related party at the expense of the best interests of the company as a result of an action or omission undertaken in the performance of entrusted duties. The profit that may emerge from a legal entity in which the person covered by this policy holds a major financial share is equated for the purposes of this Policy for personal gain.

Conflicts of interest exist in all cases where the impartial and objective performance of the entrusted tasks is threatened or is likely to be threatened by personal interests and/or personal connections, i.e., when the person to whom this Policy applies decides to take legal action (contracting, lawsuits, etc.) against a third party, if that contracting party is a related party.

Under this policy, there are both potential (those that are likely to happen in certain situations) and actual (those that have already happened) conflicts of interest.

According to the Companies Act, any person can be considered a related party.
Any person who is covered by this Policy is required to notify the Management Board if they become aware of a conflict of interest.

Company management

Members of the Management Board are required to notify other members of the Management Board of any actual or potential conflicts of interest, as well as to share information concerning another member's conflict of interest.

Members of the Management Board may not serve on the board in more than two capacities.

Members of the Management Board will follow the following rules to avoid conflicts of interest, but they are not the only ones:

• Members of the Management Board must operate in the best interests of the firm when conducting business, which means no member of the Management Board may be guided by personal interests or use business opportunities intended for the company for personal or third-party objectives;
• Members of the Management Board are prohibited from using or disclosing information gained in the course of their duties for personal advantage or the benefit of third parties;
• If an issue of personal or economic interest to one of its members is discussed during a Management Board meeting, that member may not participate in decision-making on that matter;
• Members of the Management Board must notify other members of the Management Board immediately if they have a personal interest in the Company's business or suspect another member of the Management Board is involved in a current or potential conflict of interest.

The company's management team and workers

Without the previous approval of the Management Board, management staff and employees of the Company who come into touch with business secrets and sensitive information of the Company in the usual course of their business may not:

• undertake actions that are in direct competition with the Company for its own or someone else's account;
• serve on the board of directors of a competitor's company's management or supervisory committee;
• work for a company that competes with the one you're working for;
• do business on the company's or the group company's premises for its own account or for the account of others;
• be a part of a company that competes with the company or the group company in the market.

Violation of the anti-competition rules is a breach of the employment contract, and is sanctioned in line with the Company's rules, regulations, and statutes governing employment.

Efforts to eliminate conflicts of interest

When employing new workers, the Company will perform conflict of interest training, and at least once every two years, the Company will hold conflict of interest training for all employees.

The person in responsibility of compliance will gather data in order to track and identify potential conflicts of interest and related activities by the Management Board, managers, and employees in a timely manner.

All notifications and actions relating to conflicts of interest must be recorded by the person in responsibility of compliance monitoring. The records are retained in an electronic format, and the entered data is saved indefinitely. The information can be preserved as a distinct entry in the records or in the form of an electronically stored document that displays the information to be recorded.

The Company's internal audit is in charge of overseeing the Policy's execution.

The efficiency, dependability, and safety of the system and procedures established by this Policy must be reported to the CAPAX d.o.o. Management Board at least once a year.

The Management Board is informed at least once a year about the effectiveness of the procedures for authorising deals involving related parties.

Implementation

This Policy will take effect on the date it is adopted.
This Policy will be posted on the Company's website and will be accessible to the general public.

Uprava

Teo Petričević
Željko Tešija