Employer Misconduct Report System

Rules of Internal Employer Misconduct Reporting System

EXCERPT

The Rába Group (Company) is committed to fair and transparent business operations. To this end, it operates an Internal Employer Misconduct Reporting System (Reporting System), which aims to ensure the possibility of employer reporting of misconducts in violation of laws, internal procedures and rules representing the Company's ethical principles. The Code of Business Conduct and Ethics sets forth the rules of conduct that protect the Company's ethical principles.
The Employer Misconduct Reporting System cannot be used to receive and investigate complaints or whistleblowing which, by virtue of their content, fall within the competence and jurisdiction of a public authority.

Scope

These rules apply to all natural persons who are entitled to file a report in the internal misconduct reporting system of RÁBA Automotive Holding Plc. as an employer (hereinafter referred to as Rába Plc. or Employer). The Misconduct Reporting System may be notified by employees of the Company, as well as by natural persons who have a contractual relationship with the Company or third persons, who have a legitimate interest in filing a report or remedying the conduct that is the subject matter of the report.

The Reporting System does not apply to the rights of customers of the Company's products and services.

Rába expects its employees and partners to report each and every case of actual or suspected abuse or default or misconduct in breach of the provisions of the Code of Business Conduct and Ethics or the law.

A person who has a legitimate interest in making a complaint or in remedying the conduct which is the subject of the complaint may also make a complaint.

Persons entitled to act on the notification

In the Reporting system, the following persons are entitled to report:

• a person currently or previously employed by the Company,
• a person involved in an employment process by the Company,
• a trainee or volunteer who is working or has worked for the Company,
• an independent contractor or private enterprise within a contractual relationship with the Com-pany;
• a contractor, subcontractor, supplier or person under supervision or control, who has initiat-ed a procedure for establishing a contractual relationship with the Company, or who is or has been in a contractual relationship with the Company,
• a person with an ownership interest in the Company, and
• a member of the Company's administrative, management or supervisory body, including non-executive members

Protection of the notifier

The Company shall protect the person filing the report, if the report is not filed anonymously, and shall ensure that the notifier shall not suffer any retaliation, disadvantage or other negative conse-quences for filing the report, except for the case where a lawful adverse legal consequence may be applied if the person filing the report, in filing the report, has acted in bad faith and has intentionally provided false information or misrepresented a true fact.

The notifier is entitled to protection even if the investigation following a bona fide notification by the notifier reveals that the notification is unfounded.

The notifier has the right to notify the Company within 1 year of the filing of the report if, in his/her opinion, he/she has suffered any disadvantage in connection with the notification.

Anonymous reporting

The person filing the report is also entitled to make the notification anonymously, without providing any personal data.

The Company guarantees that in such cases it will not investigate the identity of the notifier. At the same time, the Company reserves the right not to investigate the anonymous report after due con-sideration.

Good faith

The notifier must represent that the notification is made in good faith.

If it becomes apparent during the procedure that the person filing the report has communicated false information in bad faith, with the intention of deliberately misleading the public, this may lead to legal consequences (employer action, civil or criminal proceedings).

Fair procedure

The Company shall ensure a fair and independent procedure, which shall in all cases be conducted independently of the person filing the report and the person concerned, in accordance with the spirit of the Company's ethical principles and the provisions of this Policy.

The Company will ensure that the persons concerned by the notification are treated fairly, are pre-sumed innocent and that the sanctions imposed shall be governed by the principle of proportionality.

Conflict of interest

If the report concerns the head of the Ethics Committee, the head of the Ethics Committee must refer the reported case to Internal Audit for an impartial assessment.

The notifier, any person concerned by the notification and any person who for any other reason cannot be expected to give an unbiased opinion on the matter, may not participate in the investiga-tion of the notification and the decision.

Confidentiality

The personal data of the person filing the report, who discloses his/her identity shall not be disclosed to anyone other than the members of the Ethics Committee investigating the report and shall re-main confidential at all stages of the investigation.

Persons investigating the notification shall keep confidential and shall not disclose any information relating to the content of the report or the person concerned to any other organisational unit of the Company or to any employee until the investigation is concluded or until any prosecution is initiated as a result of the investigation, except as provided by law.

If the investigation is carried out with the assistance of an external organisation, the data may be disclosed to them, subject to full confidentiality obligation.

The person filing the report must treat information in his or her possession relating to the suspected infringement as a trade secret and refrain from public discussion or other communication of the suspected infringement unless required to do so by law.

Subject of the notification

The subject matter of the notification is information about the actual or suspected unlawful action or omission or other abuse, an act or omission that may cause harm.

The infringement may be (but is not limited to): breach of data protection rules; inappropriate or wasteful use of company resources; fraud; discrimination; other wrongdoing that may damage the Company's reputation; unethical behaviour towards colleagues, partners or third parties; abuse of power; corruption; intimidation; bribery; violation of national or international law or other codes of conduct; conflict of interest; money laundering; gross negligence; accounting or auditing infringe-ment; violation of organisational rules; violation of physical or mental integrity or privacy; crime against property; anti-competitive behaviour; harassment; other.

The notification procedure

How, when and what to report

The notification can be made orally (in person or by phone) or in writing (electronically, online or by post) by filling in a form.

Notification form

Address:                       RÁBA Automotive Holding Plc.
                              compliance manager
                              9027 Győr, Martin út 1., Central Office Building, office 116

Phone number:         06 30
available on working days between 10:00 and 12:00 (outside of these hours, a voicemail message can be left indicating the intention to report. A repre-sentative of the Ethics Committee will call back the person filing the report on the telephone number provided.)

Electronic address: RÁBA Plc.                          bejelentes@raba.hu
                              Rába Axle Ltd.                 bejelentes.futomu@raba.hu
                              Rába Automotive Components Ltd.      bejelentes.alkatresz@raba.hu
                             Rába Vehicle Ltd.                    bejelentes.jarmu@raba.hu
                              REKARD LLC.                         bejelentes.rekard@raba.hu

Postal address:             RÁBA Automotive Holding Plc.
                              to the hands of the compliance officer
                              9027 Győr, Martin út 1.

If an oral report is filed, a full and accurate written record of the report will be drawn up and, subject to the possibility of verification, correction and acceptance by signature, will be provided to the per-son filing the report, if the report was not made anonymously.

When filing the report, it is recommended to provide the name, address and other contact details (phone number, email address) of the notifier in the case of a private notifier in order to ensure that the notification can be investigated effectively.

The notification must include the names of the persons and entities whose conduct forms the sub-ject matter of the notification, a detailed description of the case and all relevant information about the case.

The person filing the report may attach to the notification documents substantiating the circum-stances described in the notification and available to the notifier. Such documents may provide supporting evidence during the investigation.

To report suspected abuse by the employer, the person filing the report must declare that the report is made in good faith about circumstances of which he or she has actual knowledge or reasonable grounds to believe that they are true. A report made in bad faith may be forwarded to the person concerned and to the competent authorities (third party), which may entail civil and criminal penal-ties. For reports filed in good faith but found to be unfounded in the course of the procedure, the investigation will be concluded without informing third parties.

The investigation of the notification may be waived if

• the report was filed anonymously, without revealing the identity of the notifier, or
• the report is filed repeatedly by the same applicant with the same content as the previous report, and
• the notification was made after more than six months from the date when the person be-came aware of the act or omission in question, and finally
• the harm to the public interest or to an overriding private interest would not be proportionate to the restriction of the rights of the person concerned resulting from the investigation of the notification.

Investigation of the notification

The CEO of Rába Plc shall establish an independent Ethics Committee under the leadership of the Compliance Manager to investigate the report. The Ethics Committee shall establish its own proce-dures and report regularly on its work to the CEO of the Company. The CEO of the Company ap-points and requests the Compliance Manager and the other members of the Ethics Committee (HR Director, Internal Auditor) by means of a letter of authorisation to form the Committee and authoris-es them to act with full authority in the investigation in accordance with the provisions of the Code of Business Conduct and Ethics.

Within 7 days of receipt of the written notification, the Company will send a written acknowledge-ment of the notification to the notifier, unless the notification was made anonymously, and inform him/her of the consequences of a notification made in bad faith, about the procedural rules govern-ing the investigation of the notification, the confidential treatment of his/her identity, the opening of the investigation or, in case of refusal, the reason for the refusal.

The Company will investigate the allegations made in the notification as soon as circumstances permit, but no later than within thirty days from the date of receipt of the notification (except for noti-fications made by an anonymous or unidentified notifier). Exceptions may be made only in particu-larly justified cases and while simultaneously informing the notifier. The reasons for the extension shall be duly documented. The time limit for examining the notification and informing the notifier shall not exceed three months even in the case of an extension.

Upon opening the investigation, the Company will inform in detail the person concerned by the noti-fication, of his or her rights in relation to the protection of personal data and the rules on the pro-cessing of personal data. The person concerned shall not be informed at the opening of the investi-gation if immediate information would thwart the investigation of the notification.

The Company shall ensure that the person concerned by the notification may at any time express his or her views on the notification, including through his or her legal representative, and provide supporting evidence.

When investigating a complaint, the Ethics Committee, shall

• check that the notification was made by a person entitled to do so and that the matter in respect of which the notification was made is indeed notifiable;
• assess the accuracy of the circumstances described in the notification, examine the available evidence and, if necessary, carry out accounting, financial, legal and other investigations to de-tect possible abuse;
• take minutes of the hearing of the persons concerned;
• hear witnesses or call for evidence (e.g. correspondence, contracts, other documents, etc.);
• if the investigation of the misconduct in the report justifies the initiation of criminal proceedings, propose to the CEO of the Company to lodge a complaint with the competent authority;
• notify the competent authority if the information contained in the notification indicates that an-other official procedure is required;
• take a Commission decision on the outcome of the investigation, supported by a duly reasoned report, and send an extract thereof to the notifier;
• if the investigation finds that the notification is unfounded or that no further action is necessary, close the procedure;
• where necessary, conduct internal proceedings to determine the legal consequences (if the in-vestigation reveals that the conduct reported is not a criminal offence but is found to be in breach of the Company's internal rules or employment rules) and propose a plan of action to the Company's CEO to prevent future abuse;
• if necessary, prepare a proposal to the CEO of the Company for a decision to sanction the of-fenders or employees who commit abuses. The recommendation may be a warning, other ad-verse legal action specified in the employment contract or, depending on the seriousness of the violation, termination of employment with notice or immediate dismissal;
• perform archiving and record-keeping duties.

Data management

The identity of the person filing the report, if he/she has provided the data necessary to establish it, will be treated confidentially by the Company at all stages of the investigation and the Company will ensure compliance with the legal requirements for the processing of the personal data of the person filing the report in accordance with the provisions of the Data Protection Policy in force. The per-sonal data of the person filing the report shall not be disclosed without his/her unambiguous consent.

The fundamental goal of the processing of personal data is to investigate and appropriately sanction infringements, ethical violations and abuses identified in the notifications made using the Reporting System, as well as allegations of non-compliance with the Company's internal rules.

The Company does not process any special data in the notification system.

The Ethics Committee shall delete without delay any data relating to third parties not concerned by the notification which are not necessary for the investigation of the notification or which cannot be processed under the law.

If the investigation reveals that the notification is unfounded or that no further action is necessary, the Company will delete the personal data relating to the notification within 60 days of the end of the investigation.

If based on the notification, further official proceedings are required, the head of the Ethics Commit-tee may, with the authorisation of the CEO of the Company, forward the personal data of the notify-ing party and the person concerned in the notification to the authority competent to conduct the proceedings. In the event of the initiation of an official procedure, the lawyer representing the Com-pany may, if necessary, also have access to the data of the person filing the report and the person-al data of the person concerned by the report as provided in the notification.

If action is taken on the basis of the investigation, the Company shall process the data relating to the notification until the final conclusion of the proceedings initiated on the basis of the notification, at the latest.

If, during the investigation, it is revealed that the person filing the report has communicated false information to the Company in bad faith, which is of decisive importance, and this gives rise to cir-cumstances indicating that a crime or infringement has been committed, or that there are reasona-ble grounds to believe that he or she has caused unlawful damage or other legal harm to another person, the Company is entitled to disclose the personal data of the person filing the report at the request of the authority or person entitled to initiate or conduct the proceedings.

For further information related to data management, kindly refer to RÁBA Automotive Holding Plc.’s Data Protection and Data Security Policy.