VIDEOTON HOLDING ZRT.

WHISTLEBLOWING POLICY

 CHAPTER I

GENERAL PROVSIONS

I.1. Purpose

The purpose of VIDEOTON HOLDING ZRt.’ (hereinafter referred to as Company) Whistleblowing Policy is to establish procedure and communication channels to enable the report and investigation of unlawful or suspected to be unlawful acts and omissions or other types of wrongdoing. Moreover, the aim of the Whistleblowing Policy is to establish those internal rules which, in one hand, ensures compliance with the relevant laws and regulations, and on the other hand, can strengthen the ethical corporate culture, the control environment of the Company and the effectiveness of the operation of controls, and which can provide assistance in detecting wrongdoings and improve both the external and internal company image by demonstrating the Company's commitment towards the ethical operation.

I.2. Scope

I.2.1. Material scope

This Whistleblowing Policy applies to reports containing information about unlawful or suspected to be unlawful acts and omissions or other types of wrongdoing. The following topics – typically but not exclusively – fall within the scope of the Whistleblowing Policy: fraud, corruption, unfair behaviour, failure to comply with legal obligations, creation of unsafe working environment, breach of Company policies, discrimination, harassment, intimidation and any other behaviour which is harmful to the Company and may cause financial or non-monetary losses.

The Company's handling of personal data concerning natural persons, which came to the Company's attention during the reports and the investigation thereof, is regulated by the Company's Privacy Statement, which can be accessed via the following link: https://www.videoton.hu/privacy-statement/?lang=en

I.2.2. Personal scope

The scope of this Whistleblowing Policy covers all organizational units of the Company. This Whistleblowing Policy also applies to the whistleblower, the person whose conduct or omission gave rise to the report, the person who may have substantial information about the subject matter of the report, the person who can be identified by the data recorded in the report, the personnel receiving the report, the investigators, the employees absolutely necessary to conduct the investigation, and all persons who have accepted the provisions of this Whistleblowing Policy as binding for themselves in a contract or a declaration.

In the internal Whistleblowing System a report can be filed by any employee of the Company, including those whose employment relationship with the Company has been terminated, or those wishing to establish an employment relationship with the Company, provided that the procedure for establishing this legal relationship is pending.

Moreover, in the whistleblowing system a report can be filed by:

1. a private entrepreneur or sole proprietorship if engaged under contract with the Company,
2. any person who holds an ownership interest in the Company, as well as persons belonging to the administrative, management or supervisory body of the Company, including non-executive members,
3. any persons working under the supervision and direction of contractors, subcontractors and suppliers, provided that the procedure for entering into a contract with the Company is pending, or they were engaged under contract with the Company previously,
4. the Company’s trainees and volunteers,
5. any person wishing to establish an employment or contractual relationship according to points a), b) or d) with the Company, provided that the procedure for establishing such employment or contractual relationship is pending, and
6. any person whose employment or contractual relationship according to points a), b) or d) with the Company has ended.

I.3. Applicable laws

The Company’s whistleblowing principles are in harmony with the applicable laws, in particular with the following:

-    Act I of 2012 on the Labour Code,

-    Act XXV of 2023 on Complaints and Public Interest Disclosures, and on the Rules of Whistleblowing Notifications (hereinafter referred to as new Complaints Act),

-    Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, hereinafter referred to as: GDPR).

CHAPTER II

FILING A REPORT

II.1. Reporting channels

A report can be filed in written or oral form.

The following communication channels are available for reporting:

1. By post: the written report can be placed in form of a letter to be sent to the Ethics Committee to the registered seat of the Company (VIDEOTON HOLDING ZRt., 8000 Székesfehérvár, Berényi út 72-100). It is recommended that the envelope should be marked as “CONFIDENTIAL” or “WHISTLEBLOWING REPORT”.
2. In electronic way: the written report can be placed in form of an electronic letter to be sent to the following address: bejelentes@videoton.hu. It is recommended that the subject of the e-mail should be marked as “CONFIDENTIAL”.

The Company also investigates reports received to a different e-mail address, but in this case it cannot guarantee that the contents of the report will only be seen by the persons designated to investigate the report.

100. Personally: the oral report can be made at the Company’s registered seat (8000 Székesfehérvár, Berényi út 72-100.), at the Human Resources Director by prior appointment. Such appointment shall be arranged at the following phone number: 06 22 533 330.

When making the report, the whistleblower shall provide his/her name, address and contact information. In case of a legal entity the registered seat and the name and contact information of the representative submitting the report shall be provided. In both cases, it shall also be declared that the report is made in good faith about circumstances of which the whistleblower is aware of or has sufficient grounds to assume that they are real.

The Company designates the Human Resources Director and the Legal Director to receive the reports.

II.1.1. Oral report

The oral report can be made personally as defined above.

In the case of a report made personally, the staff designated for this purpose puts the verbal report in writing and - in addition to ensuring the possibility of checking, correcting, and accepting it by signature - hands it over to the whistleblower in a duplicate.

A complete and accurate record is made during the recording of the oral report.

In case of an oral report, the whistleblower's attention shall be drawn to the consequences of reporting in bad faith, to the procedural rules governing the investigation of the report, and to the fact that his or her identity will be treated confidentially at all stages of the investigation.

The consequences of reporting in bad faith are as follows:

If determined beyond doubt that the whistleblower has provided false data or information in bad faith, and

• it gives rise to an indication that a crime or an infraction was committed, the personal data of such person shall be handed over to the body or person entitled to carry out proceedings,
• where it is likely that the whistleblower caused unlawful damage or other harm to the rights of others, his or her personal data shall be handed over upon request to the body or person entitled to initiate or carry out proceedings.

II.1.2. Written report

The written report can be made by post or by electronic message as defined above.

Within seven days of receiving the written report by post or electronic means, the whistleblower will get a confirmation about the receipt of the report. As part of the confirmation, the whistleblower shall be provided with general information about the applicable procedural and data management rules according to the new Complaints Act.

II.2. Failure to investigate the report

Those investigating the report may consider investigating the report, as a result of which, the investigation of the report may be omitted if:

1. a) the report was made by an unidentifiable person (e.g. anonymous or pseudonymous reporting);
2. b) the report was made by a person other than the one so authorized under this Whistleblowing Policy;
3. c) the report made is identical to a previous one submitted by the same person; and/or
4. d) the harm to the public interest or a compelling private interest would not be proportionate to the restriction of the rights of the natural person or legal entity implicated in the report resulting from the investigation of the report.

Those investigating the report will inform the whistleblower in writing of the omission to investigate the report and the reason for the omission (if the report is not anonymous).

CHAPTER III

INVESTIGATION OF THE REPORTS

III.1. Ethics Committee, designated to operate the internal Whistleblowing System

In order to ensure impartiality and independence, Ethics Committee of two (2) members will be appointed by the Company's Human Resources Director and Legal Director to handle and investigate the given report.

Members of the Ethics Committee:

• 1 person from the Company’s Human Resources Directorate,
• 1 person from the Company’s Legal Directorate.

The Human Resources Director and the Legal Director forward the report to the members of the Ethics Committee in such a way that data security is ensured during transmission.

III.2.  The procedure of investigating reports, deadlines

The Ethics Committee conducts investigations related to reports. With the personal data of the whistleblower and the person involved in the report nobody may become familiar other than those authorized to do so. At the start of the investigation, the person affected by the report shall be informed in detail about the report, about his/her rights in relation to the protection of his/her personal data, and about the applicable rules for handling his/her data. In exceptional and justified cases, the person affected by the report may be informed at a later date, if immediate information would thwart the investigation of the report.

During the investigation, the Ethics Committee may hear witnesses and require evidences (e.g. correspondence, contracts, other documents etc.) from any employee of the Company.

The members of the Ethics Committee are obliged to keep the information regarding the content of the report and the persons involved in the report confidential until the conclusion of the investigation or the initiation of formal accountability as a result of the investigation, and they may not share it - with the exception of informing the person involved in the report - with any other organizational unit or employee of the Company, except for cases defined by law.

The Ethics Committee shall investigate the contents of the report within the shortest time possible under the circumstances, however, not exceeding thirty (30) days from the date of receipt of the report. This time limit may be extended on a duly justified basis, of which the whistleblower shall be notified at the same time. In that case, the whistleblower shall be informed of the estimated duration of the investigation and the reasons for extending the investigation. In either case, the time limit for the investigation of the report and for the information of the reporting person may not exceed three months.

During the investigation of a report, the Ethics Committee shall maintain communication with the whistleblower, and, in that context, it may request further details and clarification of the report for ascertaining the relevant facts of the case, and may request additional information as well.

The requirement of a fair procedure must prevail during the investigation initiated following the report. In that context, the persons involved in the report must be treated in the same way, regardless of their positions.

After the investigation, the Ethics Committee prepares a report in which it summarizes its findings and, if it deems the content of the report to be substantiated, determines an action plan in order to avoid similar violations or abuse of the rules in the future, and, if necessary, taking the relevant provisions of the Labor Code into account, formulates a proposal for sanctioning employees who commit abuse. The proposal may be a warning or other adverse legal consequences specified in the employment contract, or the proposal may also be aimed at terminating the employment relationship by termination or immediate termination, depending on the severity of the violation.

During the investigation of the report, the relevance of the circumstances contained in the report must be evaluated, and measures must be taken to remedy the abuse. If, during the investigation, the Ethics Committee detects the justification for initiating criminal proceedings, it may file a report with the competent authority. If, based on the contents of the report, an administrative proceeding is necessary, the Ethics Committee may notify the competent authority.

The Ethics Committee shall inform the whistleblower in writing about the results of the investigation of the report, as well as of the measures taken or planned. Such notification is sent by post, if the whistleblower provided his/her postal address in his/her report. (If the whistleblower requests feedback via e-mail regarding his/her report, the written notification will be communicated accordingly.)

Pursuant to the above, during the investigation of the report, the Company provides information on the following:

-           on the failure to investigate the report and the reason for this failure,

-           on the initiation of the investigation,

-           for the person concerned in the report about the start of the investigation,

-           about the extension of the investigation time, the expected date and the reason for the extension,

-           about the result of the investigation of the report, the measures taken or planned.

CHAPTER IV.

PROTECTION OF THE WHISTLEBLOWER

The Company protects the whistleblower - if the report was made lawfully and not anonymously - and ensures that the whistleblower will not suffer any retaliation, disadvantage or other negative consequences in connection with filing the report (this does not include the case when, during the reporting, the whistleblower provides false information in bad faith and intentionally, or misrepresents a true fact).

A report shall be considered to have been made lawfully if the following three conditions are met:

1. a) the reporting person made his or her report through the Whistleblowing System defined in this Whistleblowing Policy, in accordance with the provisions set out in this Whistleblowing Policy,
2. b) the reporting person obtained the information reported, related to the circumstances affected by

the report in connection with his or her work-related activities, and

1. c) the reporting person had reasonable grounds to believe that the information reported, related to

the circumstances affected by the report was true at the time of reporting.

The whistleblower's protection is also ensured if, during the investigation initiated following the whistleblower's report in good faith, those investigating the report conclude that the report is unfounded.

The whistleblower shall qualify for protection as defined above only if:

1. a) the reported information regarding the circumstances affected by the report falls under the scope of the European Union legislation or the legislation adopted for the implementation of or compliance with such European Union legislation; or
2. b) the whistleblower had reasonable grounds to believe that the provisions under point a) apply.

After making the report, the whistleblower is entitled to notify the Company if, in his/her opinion, he/she has suffered any disadvantage in connection with the report. The Ethics Committee is obliged to properly investigate the notification (in this case, the rules for the investigation of the report are accordingly applicable) and to prepare a properly justified report on the result of the investigation. Based on the report, if necessary, measures must be adopted to withdraw the acts objected by and taken against the whistleblower, as well as to end the harmful situation, and - if justified - to determine labor law consequences for the affected persons.

Sections 41-49 of the new Complaints Act shall provide for the additional details about the protection of whistleblowers, reports made lawfully, the legal aid for the whistleblowers, measures adversely affecting the whistleblowers, and administrative or judicial proceedings in connection with acts with adverse effects.

CHAPTER V.

FINAL PROVISIONS

1. Entry into force

This present Whistleblowing Policy shall be effective as of 24 July 2023.