Skyborn Integrity Line can be accessed online at www.skyborn.integrityline.com or by phone +49 32 229990009 (Europe) or +886 2 7703 7825 (APAC).

For any questions on reporting or this Policy, please contact the Compliance Officer at compliance@skybornrenewables.com

1. General Information

1.1 About this Code of Conduct

At Skyborn(1), we are driving global decarbonization by accelerating offshore wind energy across the world. We believe offshore wind is a cornerstone of the clean energy transition and an enabler, ensure energy security, and a sustainable energy supply for future generations.
To achieve our business goals, we need third parties we engage with including consultants, agents, suppliers, customers and sponsored organizations (collectively “Business Partners”) to trust in our competence, reliability, and honesty. These factors form the foundation for Skyborn’s success and reputation, and we expect our (temporary) employees, (managing) directors, and (paid and unpaid) interns (collectively “Skyborn Personnel”) to uphold a high level of business ethics and integrity. This code of conduct (“Code of Conduct”) provides all Skyborn Personnel with core principles to ensure compliant and ethical business conduct.

1.2 Personal Responsibilities
All Skyborn Personnel must comply with all applicable laws, rules, regulations as well as any company policies, procedures and guidelines. Any violations may adversely affect our relationships and reputation, result in legal action, criminal prosecution, fines, or penalties, or have other negative effects, and Skyborn will take disciplinary action up to and including termination for violations in addition to any actions available by applicable law in accordance with applicable law.

1.3 Communication and Training
This Code of Conduct is published on the intranet of Skyborn and on the homepage of Skyborn, www.skybornrenewables.com. All Skyborn Personnel will be informed about updates of the Code of Conduct and any related training. All Skyborn Personnel must at least complete (i) a training on the Code of Conduct within 30 days of onboarding and (ii) an annual refreshment training.

2. Environmental and Social

2.1 Respect and Non-discrimination
Skyborn provides 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. Skyborn does 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. We respect and promote internationally recognized human and labor rights as set out in the International Bill of Human Rights and the International Labor Organization’s (ILO) declaration on Fundamental Principles and Rights at Work. In particular:

• Skyborn does 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.
• Skyborn also rejects any form of forced or compulsory labor such as slave labor, involuntary prison labor or anyother form of forced labor, and any form of human trafficking.
  

2.3 Freedom of Association
Skyborn respects the right to free access to trade unions. Employees may not be discriminated against because of their membership in a trade union.

2.4 Health and Safety
Health and safety are of the highest importance to Skyborn. We take all necessary measures to provide safe and healthy working conditions. We 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. We provide appropriate training on risks, including emergency preparedness, to all Skyborn Personnel and have a suitable workplace safety management implemented. All Skyborn Personnel has access to, and uses, the adequate protective equipment.

2.5 Environmental Protection
Skyborn is aware of its environmental impact. Therefore, we protect water, soil, air and biodiversity. Skyborn aims to achieve this through the careful and sustainable use of natural resources.

3. Business Integrity

3.1 Avoiding Conflicts of Interest
A conflict of interest occurs when personal interests of Skyborn Personnel interfere with the interests of Skyborn. Examples of conflicts of interest include (i) starting a business that competes with Skyborn, (ii) advising Skyborn to invest in a company owned by your spouse, (iii) advising Skyborn to conclude an agreement with a family member or (iv) hiring an unqualified relative or friend. Such situations shall be avoided. Any conflicts of interest which cannot reasonably be avoided must be made fully transparent and reported to our Compliance Officer.

3.2 Speak Up Mechanisms
Skyborn provides safe and confidential speak up mechanisms and grants all Skyborn Personnel easy access. We protect and do not retaliate against those who speak up in good faith. Their names and any circumstances that allow conclusions to be drawn about the respective person are kept confidential. Please refer to Skyborn’s Global Speak Up Policy for further guidance.

3.3 Confidentiality and Data Privacy
Skyborn 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. All Skyborn 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. All Skyborn Personnel should be aware that their use of company electronic communication systems may be subject to monitoring for reasons related to compliance or legal investigations, which will be conducted in line with all applicable data privacy and protection laws and regulations, including EU General Data Protection Regulation (GDPR).

3.4 Documentation of Business Transactions
All business transactions shall be documented in accordance with the relevant laws and regulations. Skyborn will ensure that all expense reports relating to gifts or expenses to third parties are retained in accordance with the applicable laws and regulations and remain verifiable. No off-book accounts or cash registers may be maintained to facilitate or conceal improper payments.

3.5 Company Property and Assets
All Skyborn Personnel has a duty to treat the Company’s property and assets responsibly and with professional care, and to reasonably protect them.

4. Fair Business Dealing

4.1 Corruption, Bribery and Facilitation Payments
Skyborn strictly rejects corruption, bribery, and facilitation payments. All Skyborn Personnel acts in accordance with Skyborn’s Global Anti-Bribery and Corruption Policy and Skyborn’s Global Gifts and Hospitality Policy. In particular:

• It is not permitted to grant improper or unlawful advantages to Business Partners. Invitations extended to Business Partners must be within the scope of customary practice in the relevant country and comply with applicable laws and regulations. Unless pre-approved by the Compliance Officer, (i) gifts with a value higher than EUR 50 per person or (ii) an invitation with a value higher than EUR 100 per person shall not be granted or accepted.
• Irrespective of the thresholds set out in the preceding bullet, all donations, sponsorships, gifts, meals, entertainment, or similar involving (a) an officer, agent or employee of a public administration, state-owned entity (or any agency, department or instrumentality thereof), political party or public international organization, (b) a candidate for government or political office, or (c) family members or direct associates of those persons as described in limbs (a) and (b) (the individuals covered by limbs (a) to (c) collectively “Politically Exposed Persons”) are prohibited in each case unless prior approval has been obtained from our Compliance Officer.
  

4.2 Anti-Money Laundering
Skyborn is committed to preventing its 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. To ensure that Skyborn does not enter in
transactions that may trigger the application of anti-money laundering legislation, you may not accept nor render any cash payment for any services rendered or products sold by Skyborn. You should report suspicious or unusual payment activity to Skyborn’s Compliance Officer.

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

4.4 Business Partners and Third-Party Due Diligence
Our Business Partners are essential to our ability to do business. Since a Business Partner 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, the respective agreements must (i) be in writing, (ii) describe services to be provided, (iii) document the compensation accurately, and (iv) include standard language ensuring a compliance level comparable to Skyborn’s policies. Also, Skyborn engages in risk-based due diligence examining its Business Partners. Such risk-based due diligence includes obtaining background information tailored to the risk level and significance of the proposed relationship. The risk level and significance associated with the third party should be assessed based on factors such as (a) the nature of the relationship, (b) the industry in which the third party operates, (c) the location where the services will be performed and (d) whether the services will involve interaction with Politically Exposed Persons. Please refer to Skyborn’s Third-Party Due Diligence Policy and the related questionnaire for further guidance on managing and monitoring third-party risk.

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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”).