Code of Ethics

CODE OF ETHICS

of BELLA BULGARIA S.A.

І. GENERAL PROVISIONS, SUBJECT MATTER, AND GOALS

This Code establishes the moral and ethical norms, principles, and standards of conduct of the employees of BELLA BULGARIA S.A., in compliance with the accepted company-wide values, enshrined in the corporate policy.

The Code is aimed at strictly following the corporate policy, expressed in the promotion and development of high ethical business standards, facilitating the awareness and recognition of the importance of every useful work, supporting the aspiration to strengthen the good reputation of BELLA BULGARIA S.A., supporting the aspiration of each employee of the company to protect his/her name and to strengthen his/her professional reputation by avoiding conflicts of interest, preserving and protecting from damage the tangible and intangible assets property of BELLA BULGARIA S.A..

The provisions of this Code of Ethics shall apply in the interaction between all entities with which the company and its structures come into contact: shareholders, executive officers, employees, customers, suppliers, subcontractors, competitors, and the general public.

It is the duty of every employee of Bella Bulgaria S.A. to familiarize with these rules and procedures, seek clarification from its line manager, if necessary, and comply with them in its activities. Line managers shall also have a duty to familiarize all new employees in their unit with these rules and procedures.

The Code of Ethics is a system of moral and ethical standards and rules which all employees of BELLA BULGARIA S.A., including temporary staff, voluntarily undertake to observe and comply with.

In the event that the demonstrated behavior of the employees (workers) is inconsistent with these rules and procedures or the relevant laws, regulations, and other internal company regulations, and this negatively affects their work, the performance of their duties or the reputation of the company as a whole or of individual companies of the group, this may result in the imposition of an appropriate disciplinary sanction.

ІІ. GENERAL PRINCIPLES AND RULES OF CONDUCT:

All employees of BELLA BULGARIA S.A. shall observe and be guided by the following principles in the performance of their duties: rule of law, loyalty, integrity, responsibility, and reporting.

1. Rule of Law.

All Employees (Workers) shall perform their duties in strict compliance with the legislation of the Republic of Bulgaria in the implementation of the corporate policy and the realization of the company's business objectives.

Actions contrary to legal provisions or best business practices are unacceptable, regardless of the reasons justifying them. Good intentions do not justify illegal actions.

Compliance with the law is the foundation of ethical business conduct. Although employees are not expected to have detailed knowledge of all applicable laws, they should be familiar with the basic rules affecting their line of business and, if in doubt, seek the assistance of the company's legal counsel.

All Employees (Workers) shall, depending on the functions they perform, carry out actions, make proposals, and take decisions that lead to the elimination of the preconditions and/or causes of damage to the image and reputation of the company as a whole or of separate group companies.

All Employees (Workers) shall follow a conduct that does not damage the image and reputation of Bella Bulgaria S.A. as a whole or of any group company, not only in the performance of their duties, but also in their public and private life. All Employees (Workers) shall be liable for their behavior which brings the company into disrepute in the community, resulting from the use of alcohol or drugs at work or outside the workplace, as established in due course.

All Employees (Workers) shall present any issues honestly and openly to their line managers and to senior management.

4. Responsibility

All Employees (Workers) shall perform their duties in good faith, with an attitude of compliance with the legitimate orders, instructions, and requirements of their superiors. All Employees (Workers) shall not hinder or obstruct in any form the work of other employees of the holding company, customers, subcontractors, and suppliers.

All Employees (Workers) shall perform their activities with due competence, objectively, and conscientiously, striving to continuously improve their performance in the best interest of the holding company as a whole or any group company.

In the performance of their duties, all Employees (Workers) shall treat everyone with courtesy, due manners, and respect, respecting the rights and dignity of any individual and avoiding any form of discrimination.

All Employees (Workers) are expected to present themselves in a manner appropriate to the environment in which they work, with dress and appearance consistent with generally accepted standards of representativeness and authority of the holding company.

Any information that Employees (Workers) or subcontractors of the holding may receive in connection with their work may not be used for personal gain or for any purpose other than that for which it was intended. This obligation shall remain after their employment or contractual relationship with the company has ended. Their actions must comply with the requirements of Bulgarian legislation and in particular with the Personal Data Protection Act. When communicating with third parties, they must exercise the utmost caution and not communicate anything that could lead to a breach of the Code.

All Employees (Workers) shall observe the established working hours and be punctual in taking the regulated breaks. Time off for temporary disability shall be taken only upon doctor's prescription.

All Employees (Workers) shall promptly notify their line managers when they are prevented from reporting to work on time or to perform assigned work tasks. This applies to cases of sick leave and all other cases of absence from the workplace, regardless of the reason.

All Employees shall respect the company hierarchy and strictly carry out the orders and instructions of their line managers and the senior management in reporting the results of their work and activities.

ІІІ. CORPORATE POLICY OF BELLA BULGARIA S.A.

1. Respect for People

Relationships between Employees (Workers) in the company are based on trust, courtesy, and mutual respect, and managers are expected to exercise fairly the authority granted to them.

All Employees (Workers) and prospective employees shall be evaluated on the basis of the principles of equality and fairness. The recruitment, remuneration, and promotion of the Employees (Workers) of BELLA BULGARIA S.A. shall be made in accordance with all relevant laws and statutory regulations.

Each of us is responsible for creating a workplace environment that rewards excellent performance and commitment to excellence, as well as an environment of trust and respect. We recognize our obligation to respect the personal dignity and protect the privacy of all employees, customers, subcontractors, and suppliers.

The expression of religious, racial, sexist or political views is not tolerated on employer’s premises.

No person under the age of 18 shall be employed.

No child labor shall be used.

BELLA BULGARIA S.A. expects its employees, customers, subcontractors, and suppliers to respect these principles.

2. Our People are Our Most Important Resource

The continued success of BELLA BULGARIA S.A. depends on a commitment to developing and harnessing the diverse talents and energies of every employee.

BELLA BULGARIA's concern for its employees is expressed by promoting and rewarding individual and team achievements. Our goal is to provide a workplace environment that attracts and retains highly talented and motivated people while helping them achieve their full potential, no matter their differences or similarities. The efforts of talented and capable employees make business success possible. The policy, in terms of performance is as follows:

• Achieve excellence by attracting and retaining people with experience and skills in different areas;
• Provide training and promotion opportunities that enable career development and progression;
• Evaluate job performance in order to provide accurate and objective feedback that encourages two-way communication and provides review of evaluations by higher levels of management;
• Recognize and reward individual and team contributions above and beyond expected job duties;
• Avoid subjective favoritism in the workplace in compliance with corporate policies and procedures;
• Respect the personality and dignity of employees in the company;
• Take care of occupational health and safety;

3. Safety, Health, and Environment.

BELLA BULGARIA S.A., in its role as an Employer, shall provide good and safe working conditions. Each of us must work and maintain our workplace in accordance with company requirements and standards. The protection of people and the environment and the conservation of resources are the priority of every employee. BELLA BULGARIA S.A. is committed to sustainable and socially responsible development, as well as the introduction and maintenance of occupational health and safety. The continuous pursuit of sustainable progress in the areas of safety, health and the environment shall be maintained.

4. Establishment and Protection Against Damage to the Reputation of BELLA BULGARIA S.A.

The attitude towards BELLA BULGARIA S.A. and its reputation depend on the behavior and actions of each individual employee, regardless of their position in the organization. Any inappropriate behavior, even as an isolated incident, can significantly damage the company. Personal integrity and a sense of responsibility help elevate the reputation of the holding company.

A demonstration of responsibility for our own conduct and the company's image would be to look whether:

• Our behavior and decisions are in line with the law and BELLA BULGARIA's values and standards;
• Our actions and decisions constitute a conflict of interest;
• Our decisions are in line with the corporate policy;
• Our conduct contributes to BELLA BULGARIA's reputation as a company that maintains high ethical and legal standards;

5. Conflict of Interests.

The interests of BELLA BULGARIA should always be placed above the personal interests of any employee and be strictly distinguished. All Employees (Workers) shall avoid situations that may lead to a conflict between their personal interests and those of BELLA BULGARIA S.A. When dealing with current or future customers, suppliers, and competitors, the employees of BELLA BULGARIA shall act in the best interests of the company.

A business relationship with a company that may result in direct or indirect benefit to an employee, relative or friend of an employee of the company is also classified as a conflict of interest.

In the event of possible conflicts of interest, each employee shall inform his or her line manager and await a decision from Management as to future actions.

6. Incompatibility Between Professional and Personal Activities

All Employees (Workers) who have or are under a second or additional employment contract and/or side activities exercised even in their free time shall seek prior written approval from their Line Manager or the Human Resources Department if:

• Such activities or work may adversely affect their operational and professional performance;
• Such secondary activities may potentially create a conflict or the appearance of a conflict with current or planned business operations of BELLA BULGARIA;
• In their implementation, there is a need to use BELLA BULGARIA facilities and equipment or to use special operational experience or expertise gained while working for BELLA BULGARIA.

Explicit, written approval from the relevant Line Manager or the Human Resources Department must also be obtained when employees want to perform functions in companies with which BELLA BULGARIA has business relations or is in competition.

7. Abuse of Official Position

In order to preserve trust and maintain long-term relationships, conditions should be created to prevent the possibility of a conflict between personal interests and the interests of BELLA BULGARIA S.A. As employees of BELLA BULGARIA S.A., we have a responsibility to behave in a manner that does not provide for any personal dependencies, obligations or commitments. We must not allow ourselves to be influenced in our business decisions and actions, both by gifts and other types of benefits or incentives. Giving or accepting such creates a risk of damaging relations with counterparties, damaging the reputation of the holding, as well as the occurrence of negative legal consequences. Therefore, corrupt practices of any nature are unacceptable.

The Employees (Workers) of BELLA BULGARIA S.A. shall, in the process of their business activities, directly or indirectly, not to request, accept, offer or provide incentives or benefits that are not ethical. This applies to individuals, companies, and public institutions. In particular, no incentives should be offered or provided to public officials in the country and abroad during and on the occasion of the performance of their official functions.

The Employees (Workers) shall not promise or provide such benefits to clients or other persons that could give the impression or expectation of personal commitment. This applies to all types of services, benefits, gifts, and payments or any other consideration. Any employee who finds itself in such a situation shall immediately reject such attempts and immediately notify his/her line manager. The only recognized exception is generally accepted customary or promotional gifts with a value not exceeding BGN 50.

Employees of Bella Bulgaria are also required to obtain approval from their line managers for the acceptance of gifts or services if there is any doubt about their legitimacy.

8. Public Relations, Social Commitment, Corporate Citizenship and Donations

 BELLA BULGARIA S.A. has accepted the need to assume social responsibility, with clearly expressed positions on a number of socially significant issues. The company actively supports initiatives of public institutions and NGOs, as well as causes related to an individual by engaging in direct participation in campaigns and making numerous donations.

BELLA BULGARIA S.A. defines the donation and support activities criteria within its annual donation concept. Depending on the level of donation, approval must be obtained from a representative of the Board of Directors.

The donations criteria applied are mainly as follows:

• Need;
• Sustainable impact;
• Transparency, i.e. the recipients and the specific purpose must be known in order to be able to control the proper use of donations;
• No donations are made to political parties;
• No donations are made or support is provided to organizations or institutions that do not pursue generally recognized and accepted goals;

9. Market and Competitive Behavior

 BELLA BULGARIA S.A. and its employees are unconditionally committed to the fair competition principles.

Since the accurate assessment of lawful market and competitive behavior depends on the complexity of the conditions in each specific situation, in case of suspicion of taking actions that would violate the rules of Fair Trade Practice, all Employees (Workers) shall immediately contact their line manager and the legal advisors of the holding.

A) Relations and Interactions with Competitors

Agreements with competitors and coordinated behavior aimed at or creating restrictions on competition are prohibited. This includes agreements to fix or determine prices, quotations, terms of sale, production or trade quotas. Determination and allocation of customers, territories, markets or product portfolios. Not only formal agreements are prohibited, but also coordinated behavior resulting from, for example, informal conversations or oral agreements aimed at or conditioned by restrictions on competition.

In discussions with competitors, we must ensure that we do not transmit or receive any information that would allow conclusions to be drawn about the current or future market behavior of the source of the information.

Current or future information about prices, margins, cost, market share, internal company practices, special information about sales conditions and customers or vendors shall not be received or exchanged with a competitor.

Before committing to a joint activity, it is mandatory to conduct a risk assessment for the presence of a “cartel agreement”, including by obtaining legal advice from the holding’s legal advisors.

B) Relations with Industry Organizations

The participation of BELLA BULGARIA S.A. in industry organizations or in the events organized by them shall be made with the aim of supporting the achievement of corporate goals and interests, but such membership or participation in events represents a potential risk of “cartel agreements” and committing violations in relation to competition, due to contacts with competitors during the meeting. Employees of BELLA BULGARIA S.A. shall attend only meetings of legitimate industry organizations. After attending such meetings, employees shall provide a report on the event to their direct managers, and if they consider it necessary, also to the senior management. It is desirable to draw up minutes of the meetings.

In case of suspicion of illegal actions, the line manager shall be immediately notified and a consultation should be conducted with a legal consultant of BELLA BULGARIA S.A.

C) Sharing Values

Our relationships with our subcontractors – suppliers and contractors – shall be based on mutual trust and respect. A common shared value is to respect the ethical standards of our partners and to demand the same from them.

The company BELLA BULGARIA establishes its reputation by offering innovative products and services with guaranteed quality and high value within the market and under the rules of open and fair market competition.

D) Respect for Industrial Property Rights

BELLA BULGARIA S.A. respects all rights of industrial property owners, including trademarks, designs, patents, etc., as well as protects its rights with respect to those owned by the holding.

In accordance with existing conventions, protocols, laws, and regulations, the employees of BELLA BULGARIA shall act in a manner that restricts or violates the rights of industrial property owners.

E) Abuse of Dominant Market Position

BELLA BULGARIA S.A., regardless of its market position regarding certain products, correctly complies with the legislation and does not allow “abuse of dominant market position”.

Actions of differential treatment of customers without material justification, refusal to supply, imposition of inappropriate purchase/sale prices and conditions, or coordinated transactions without any material justification for the requested consideration, violation of the freedom of customers to form prices or interference in the relations of suppliers with their business partners (geographic, personal or material restrictions) are inadmissible.

The employees of BELLA BULGARIA shall not encourage illegal commitment or resale agreements.

The definition of a dominant market position varies in different cases, as do the limits of acceptable behavior.

In case of doubt, employees shall immediately seek advice from the legal consultants of BELLA BULGARIA S.A.

10. Protection of Assets and Safeguarding Competitively Sensitive Information

Within their field of operations, all employees are responsible for protecting the property of BELLA BULGARIA S.A. The property includes: company products, equipment, facilities, vehicles, computers and software, bank accounts, shares and bonds, credit cards, files, information, including such developed by the employees or contractors of BELLA BULGARIA, which is not publicly known (e.g. know-how, industrial patent rights, technologies, etc.), and other assets. Information provided by suppliers, customers and other business partners also requires protection.

All employees are required to use the assets and information that has become known to them only in an ethical, legal and careful manner, as well as to use the provided protection tools, e.g. encryption and security procedures, such as the use of passwords to protect the data of BELLA BULGARIA S.A. in accordance with the adopted rules and standards.

A) Handling of Confidential Information

Employees are required to treat as confidential all internal matters related to BELLA BULGARIA S.A. that are not explicitly approved for public disclosure.

It is not permitted to provide internal confidential information (e.g., business strategies, research results or content of internal reports) to unauthorized persons within or outside of BELLA BULGARIA S.A. This prohibition also applies to information that employees have received from third parties that falls into the “confidential” category.

In the event that the disclosure of confidential information to third parties is required, prior explicit approval from the Line Manager is required, as well as the preparation and coordination of an adequate strategy to protect the interests of the company.

Employees shall not use confidential information that has become known to them in the course of and in connection with the performance of their official duties for their personal benefit or for the benefit of another person.

11. Avoiding Contractual Risk when Closing Transactions

BELLA BULGARIA shall in good faith and with the due care meet the contractual obligations undertaken towards its counterparties.

When executing contracts and supplement agreements thereto, the employees/workers of BELLA BULGARIA S.A. shall observe and strictly comply with the accepted procedures and standards, created for the purpose of conducting a careful assessment of the contractual obligations, conditions and risks associated with their execution.

 12. Financial Integrity

In order to maintain the trust and respect of our shareholders, employees, business partners, communities, and public officials, our financial reporting must be correct, true and regular at all times.

 A) Reporting System

All documents (financial statements, tax returns, etc.) that are to be disclosed in the appropriate manner or filed with the relevant institutions shall be prepared on time and in accordance with all applicable laws and statutory regulations.

 B) Accounting Practice

In accordance with existing legal requirements, as well as internationally recognized accounting standards, the assets, financial transactions, operating positions, cash flows of BELLA BULGARIA S.A., and other accounting operations, shall be accurately recorded and openly reflected in the company's accounting documents.

ІV. FINAL PROVISIONS

BELLA BULGARIA S.A. strives to provide its employees with information and training in order to assist employees in avoiding situations that may be in violation of public law, the Code of Business Ethics or other company policies. However, in case of doubt, employees may seek advice from their line managers or from the Legal, Internal Control, and Human Resources departments.

Violations of the law, the Code of Business Ethics of BELLA BULGARIA S.A., and other corporate policies may be reported to the line manager, representatives of the Human Resources Department, Internal Control Department or legal advisors of the company.

The company will not dismiss, demote, remove, threaten, harass or otherwise retaliate against any employee who reports a violation.

BELLA BULGARIA S.A. will not tolerate attempts to prevent employees from reporting such matters.