1. General Information

1.1 About the Business Partner

Third parties we engage with including consultants, agents, suppliers, customers and sponsored organizations (collectively “Business Partners”) are essential to our ability to do business. Since Business Partners violating laws and regulations can have detrimental effect to Skyborn, we expect them to share our commitments to safety, ethics, and compliance. To this end, this code of conduct (“Business Partner Code of Conduct”) provides Business Partners with core principles to ensure compliant and ethical business conduct.

1.2 Responsibilities
Business Partners must comply, and must also ensure their (temporary) employees, (managing) directors, and (paid and unpaid) interns (collectively “Business Partner Personnel”) to comply, with all applicable laws, rules, regulations as well as the principles set out in the Business Partner Code of Conduct. Business Partners shall use reasonable efforts to ensure that the principles set out in this Business Partner Code of Conduct are also met within their own supply chain. Skyborn may actively monitor Business Partners’ performance against the Business Partner Code of Conduct to promote sound business practices across Skyborn’s third-party base. Monitoring Business Partners’ performance against the Business Partner Code of Conduct may include (i) document requests related to the traceability of materials as well as (ii) certifications verifying internal processes and procedures. Business Partners agree to respond to any request in a timely manner. To assist with any applicable audits or requests, Business Partners must keep and maintain records related to their compliance with applicable law and this Business Partner Code of Conduct.
Skyborn may take compliance with the Business Partner Code of Conduct into account when making decisions on any business relationships. Any violations of the Business Partner Code of Conduct may jeopardize the Business Partners’ business relationship with Skyborn, up to and including termination.

1.3 Communication
This Business Partner Code of Conduct is published on the homepage of Skyborn, www.skybornrenewables.com.

2. Environmental and Social

2.1 Respect and Non-Discrimination
We expect our Business Partners to provide a workplace that is free from any form of discrimination and promotes equal opportunities and treatment of employees, irrespective of personal characteristics such as age, gender, sexual identity and orientation, origin, nationality, ethnicity, religion, political, or philosophical opinions, disabilities, or physical appearance. Business Partners must not tolerate bullying, sexual intimidation and all other forms of harassment or violence.

2.2 Human Rights and Labor Practices
Skyborn respects the dignity of every human being and is committed to protecting human rights. Business Partners must respect and promote internationally recognized human and labor rights as set out in the International Bill of Human Rights (see here for a guide: https://www.ohchr.org/en/what-are-human-rights/international-bill-human-rights) and the International Labor Organization’s (ILO) declaration on Fundamental Principles and Rights at Work (see here for a guide:
https://www.ilo.org/ilo-declaration-fundamental-principles-and-rights-work). In particular:

• Business Partners shall not tolerate child labor or any other form of exploitation of children. In general, workers
  under the age of 18 may not be exposed to any activity which, by its nature or the circumstances in which it is carried
  out, is harmful to their health, safety or interferes with their schooling needs.
• Business Partners shall also reject any form of forced or compulsory labor such as slave labor, involuntary prison
  labor or any other form of forced labor, and any form of human trafficking.

2.3 Freedom of Association
Business Partner must respect the right to free access to trade unions. Business Partner Personnel may not bediscriminated against because of their membership in a trade union.

2.4 Health and Safety
Health and safety are of the highest importance to Skyborn. Business Partners shall take all necessary measures to provide safe and healthy working conditions. They must ensure that the working environment complies with all applicable health and safety laws and regulations and minimize worker exposure to potential hazards and anticipated dangers in the workplace. Business Partners shall provide appropriate training on risks, including emergency preparedness, to the Business Partner Personnel and have a suitable workplace safety management implemented. The Business Partner Personnel has access to, and uses, the adequate protective equipment.

2.5 Environmental Protection
Business Partners shall be aware of their environmental impact and continuously promote improvements in their operational efficiency to minimize their impact on the climate, the biodiversity, the resources consumption, including energy and water, and to ensure responsible waste management with circularity in mind across their supply chain. Skyborn is committed to the implementation of the European Union Corporate Sustainability Reporting Directive (“CSRD”), which ensures transparency and helps investors, civil society organizations as well as other stakeholders to evaluate our sustainability performance. Business Partners are expected to cooperate with Skyborn when relevant value chain information is required to be disclosed in line with CSRD, including its relevant regulations, reporting standards and implementation guidance.

3. Business Integrity

3.1 Avoiding Conflicts of Interest
Conflicts of interest are situations in which (i) Business Partners and/or the Business Partner Personnel (ii) have a private/personal interest with (iii) Skyborn, its personnel, or any other third parties, directly or indirectly, which (potentially) influences or appears to influence the objective exercise of the duties as Skyborn’s Business Partners. Business Partners must disclose all actual or potential conflicts of interest as part of the engagement process. Business Partners must also update their disclosures on an ongoing basis.

3.2 Speak Up Mechanisms
Business Partners shall provide safe and confidential speak up mechanisms and grant Business Partner Personnel easy access. Business Partners shall protect and not retaliate against those who speak up in good faith.
If Business Partner Personnel become aware of a breach of prudent compliance practices at Skyborn, the Business Partner Personnel is encouraged to report such scenario to Skyborn’s Integrity Line by the online Reporting Tool on www.skyborn.integrityline.com or by Reporting Hotline (Europe: +49-32-229990009 or APAC: +886-2-7703-7825).

3.3 Confidentiality and Data Privacy
Business Partners will ensure to keep sensitive operating information and trade secrets confidential. Confidential information may not be disclosed to unauthorized persons and may only be used for its intended purpose.
The Business Partner Personnel shall process personal data confidentially and responsibly, respect everyone’s privacy and ensure that personal data is effectively protected and used only for legitimate purposes in compliance with applicable laws and regulations. The necessary diligence to protect data shall be applied.

4. Fair Business Dealing

4.1 Corruption, Bribery and Facilitation Payments
Business Partners shall not engage in any activities linked to corruption, bribery, and facilitation payments. In particular, any gift and invitation must be within the scope of customary practice in the relevant country and comply with applicable laws and regulations. In case related to the relationship with Skyborn, the Business Partner must immediately
notify Skyborn of any request that such Business Partner receives to take any action that might constitute, or be construed as, a violation of anti-corruption laws.

4.2 Anti-Money Laundering
Business Partners are committed to preventing their operations from being used for money laundering and terrorist financing. Money laundering is the process by which parties conceal the existence, nature, ownership, or source of funds that derive from unlawful activities or that have been obtained through corrupt means.

4.3 Competition, Antitrust Rules, and Trade Sanctions
Business Partners are committed to a fair and open competition in the markets. They will not participate in illegal or unethical competitive practices and respects all applicable trade sanctions in place.

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(1) Skyborn Renewables GmbH including (i) all subsidiaries Skyborn Renewables GmbH controls (a) based on a majority shareholding or (b) by way of other corporate/contractual means and (ii) GIP Gutenberg GmbH (herein together “Skyborn”).