Code of Business Conduct

I  INTRODUCTORY PROVISIONS

1. This Code regulates the rules of conduct and business ethics of employees of the Payment Institution (hereinafter: PI) from arrival at work, during work, to departure from work, in accordance with ethical and professional norms and generally accepted values.
   The rules of this Code shall also apply to all appointed, assigned or elected persons within the PI, as well as to persons engaged in the PI under a Contract for Services, a Contract on Temporary and Periodical Jobs, a Contract on Additional Work and a Contract on Professional Training and Advanced Training.
   The rules of this Code also apply to all PI Representatives and their employees in the area of their activities performed as a PI Representative.
2. All employees are obliged to implement in their conduct the standards prescribed by this Code, given that the conduct of an employee in PI is not a matter of choice, but is a generally accepted personal and professional obligation.
3. The aim of the Code is to further define the standards of personal and professional integrity and rules of conduct that employees should adhere to, as well as to encourage employees in complying with these standards. The purpose of the Code is to instruct employees on how to adapt their behavior to the work environment in accordance with ethical and professional norms and generally accepted values, and to inform citizens about the behavior they have the right to demand and expect from PI employees.

II GENERAL PRINCIPLES OF THE CODE

1. The Code is based on general principles, which relate to:

• acting in accordance with the law in order to protect the interests of PI and its customers;
• professional, objective, transparent performance of work, without the influence of personal, private, group and strictly private interests;
• compliance with the principle of equality among people;
• pointing out the observed irregularities in the work of the PI, as well as preventing the observed irregularities;
• preserving the reputation of PI, the dignity and reputation of PI employees;
• responsible attitude towards the company property used by PI employees;
• decent and cultural behavior of PI employees;
• professional training, conscientious performance of entrusted tasks, obeying work discipline;
• other generally accepted ethical rules of business conduct.

III OBLIGATIONS AND PROHIBITIONS

1. PRINCIPLES AND RULES OF CONDUCT
   Through an adequate system of internal controls and appropriate training and information systems, PI promotes the principle of compliance with applicable laws and regulations, as well as general principles of conduct regulated by this Code at every level of decision-making and organization and in every geographical area in which it operates, with a view to preserve the integrity and reputation of the PI.
   Employees perform the entrusted tasks professionally, efficiently, economically and in a timely manner, in accordance with professional and ethical standards.
   The employee improves his/her professional skills and professional development in order to advance personally and to increase work efficiency.
   Employees, representatives, part-time advisors and external associates are required to act in accordance and implement the acts of the PI in the performance of their duties and to act in accordance with the principles and values set out in this Code.
    
2. ACTIVITIES THAT ARE CONTRARY TO OR IN CONFLICT WITH DUTIES
   PI Representatives and employees in the performance of their duties must avoid making decisions or performing tasks that are contrary to or in conflict with the interests of the PI or are in any way incompatible with their regular work. Conflict of interest situations may, for example, arise when a personal interest conflicts with or may conflict with the interest of a PI in a way that interferes with the objective and effective performance of the duties of employees and agents, as well as in a situation where personal gain is inappropriately acquired as a result of the position that person holds within PI.
   Without prejudice to the application of the provisions of laws, regulations and internal acts which impose prohibitions in relations with competitors and the maximum number of functions to which one person may be appointed, representatives and employees are obliged to further prevent situations of conflict (or potential conflict) between their interest and the interest of the PI, whereby they must inevitably submit a notice of any interest that in a particular transaction / activity of the PI could have for themselves or for the benefit of third parties, in a manner regulated by law or internal acts.
   Without prejudice to the application of the provisions of paragraph 1, employees shall avoid and refrain from any activity that may give rise to a conflict of interest - even if it is only a possible conflict - whether it relates to the employee himself or to a third party. They are also obliged to notifywithout delay their immediate supervisor and the competent organizational units of the occurrence of a conflict of interest (including a possible conflict) of their own interest (whether direct or indirect) and the interest of the PI.
   Employees may not accept a partnership or position in any business entity, authority or legal entity, nor may they provide services to third parties, except provided that the following activities, duties or services:)
   
   •  have no adverse effect on the work performed by the employee in PI;
   •  do not include the use of data to which the employee would not have access if he/she were not employed by PI;
   •  are not speculative in nature, even when the employee is only indirectly involved in financial speculation;
   •  they include no direct nor indirect direct or indirect participation of the employee in activities that are cometitive to the activities of the PI;
   •  do not lead to situations that would endanger the dignity of the employee with negative effects on PI.
   The employee is obliged to inform the PI about the above.  
    
3. CONDUCT IN AND OUTSIDE THE WORKPLACE, DISCRIMINATION AND HARRASMENT
   The conduct of Representatives and employees in and outside the workplace must be based on high standards of fairness and integrity and they are required to refrain from actions that are incompatible with the work they do in PI and that can compromise PI's reputation and public image. In that sense, they are obliged, among other things, to refrain from behavior in the workplace that would contain elements of injustice or disrespect for the dignity and moral character of other persons or would in any other way belittle these values, and also to refrain, at work and in their private lives, from activities that may jeopardize their financial situation (such as, for example, gambling, betting) or are in any sense illegal or immoral (abuse of opiates ...).
   Any form of discrimination is prohibited. All forms of harassment are also prohibited, especially sexual harassment as well as any sexual-related behavior expressed physically, verbally or non-verbally that violates personal dignity and creates a frightening, hostile and degrading environment.
   The employee treats all people equally, without discrimination or privilege on the basis of age, national, ethical or social affiliation, linguistic and racial origin, political or religious beliefs, disability, education, social status, gender, marital or family status, sexual orientation or on any other grounds.
   The application of affirmative action measures in accordance with the Constitution, law and bylaws shall not be considered discrimination.
   The employee treats with special care the persons with disabilities.
    
4. CONFIDENTIAL AND INSIDER DATA AND INFORMATION, DATA PROTECTION
   All persons who have access to insider information on PI or users on the basis of their job or workplace will be held responsible for the strict application of laws and regulations governing market abuse, as well as internal acts and procedures governing the management of such information and making them public.
   The data and information that agents and employees obtain in the performance of their duties must be handled with due care and in accordance with the applicable external and internal regulations, rules and procedures, so that their confidentiality and protection are always ensured.
   Representatives and employees are especially obliged to ensure the limited use of confidential information that they receive in the course of their work from users or from other sources.
   Disclosure of confidential information to other organizational parts of the PI must be limited to those persons who have an immediate and justified need to know such information as required for their work. Anyone who obtains confidential information must pay the utmost attention to protecting the confidentiality of such information.
   Representatives and employees may not use confidential information to conduct personal or third party transactions, nor may they use it to provide advice to third parties regarding participation in a transaction, whether that information was obtained from users or obtained from other sources in doing their job.
    
5. ACCEPTING OF POA AND ASSIGNMENT
   PI may not enter into a contract, establish a business relationship, execute an order, or do business with a user when in relation to PI it is represented by a representative of PI or an employee of PI.
   Representatives of the PI and employees of the PI must not accept the powers and authorizations specified in paragraph 1.
   Employees and PI representatives must not direct their business contacts to the competition.
    
6. USE OF PI’S PROPERTY
   The means of work made available by PI to its Representatives and employees must be handled with due care and diligence and may only be used to perform duties at work, except when PI allows for other forms of use (work from home). In doing so, the detailed rules are regulated by special acts of the PI .

IV RELATIONS WITH THIRD  PARTIES

1. RELATIONS WITH GOVERNMENT AUTHORITIES
   Relations with the competent authorities of the Republic of Serbia and other countries must be based on the principles of transparency, professionalism and full cooperation, in compliance with the guidelines contained in the acts of the P.
   Correspondence and reports (including periodical reports) should be complete and timely and fully compliant with applicable regulations and internal acts of the PI.
    
2. RELATIONS WITH COMPETENT AUTHORITIES AND INSTITUTIONS AND OTHER ENTITIES
   Relations of representatives and employees with competent authorities and public institutions, political organizations and trade unions, customers and other entities must be extremely correct, while respecting the integrity, impartiality and independence of the other party, as well as respecting the guidelines contained in PI acts.
   In these relationships, Representatives and employees may not promise, give or receive services / gifts, funds or benefits of any kind other than those within the limits of common mutual kindness, nor may they support actions contrary to the interests of PI or customers.
   It is also prohibited to encourage third parties to give benefits to the other party in relation to the PI or to unduly influence its decisions.
    
3. CUSTOMER RELATIONS
   In customer relations and in general in relations with other persons in the performance of entrusted tasks, all representatives directly involved in such relations and all employees must behave politely, be open for cooperation, fair and transparent, provide all required or necessary information and avoid any confusing or inappropriate behavior, or behavior that diminishes the other party's ability to objectively assess the situation. In doing so, more detailed rules of customer relationship management are applied, regulated by special acts of the PI .
    
4. INFORMING OF CUSTOMERS
   Without prejudice to the application of the prescribed rules on disclosure of data and internal acts governing the implementation of obligations related to ensuring transparency, PI must provide to customers specific, comprehensive and detailed description of offered products and services.
   In addition, the employees in charge will explain to customers the nature, risks and costs of the product, transaction or service offered or requested.
    
5. MEDIA RELATIONS
   Without excluding the powers of the President of the Assembly, the General Manager, the Deputy General Manager and the Head of the Payment Institution, only Marketing Department is responsible for media relations in Serbia and other countries, except when such authority is transferred to other entities.
   The relations with the media must comply with the rules and procedures regulated by the internal acts of the PI, when an explicit authorization has been provided, as well as the effective regulations.
    
6. GIFTS
   Gifts offered in the course of normal business relations must be intended solely to promote the image of the PI in public and in no case may they be construed as excessive in relation to normal business practice or as a means of acquiring a privileged position of the PI in performing business within its activities or other activities that may be related to PI.
   No Representative nor employee may accept gifts or other compensation (in cash or in kind) the value of which exceeds the limits of business modesty or ordinary courtesy, as well as other benefits offered to themselves or others, if they are outside the limits of normal business relations, and especially if offered in order to jeopardize the ability of objective assessment and business integrity of the Representative or employee. In this regard, if deemed necessary, the PI may adopt an act regulating in detail the conditions for accepting gifts or giving approval, the manner of internal reporting or records of received and given gifts.

V  RULES OF INTERNAL ORGANIZATION AND CONTROL

1. ACCOUNTING AND ADMINISTRATION AFFAIRS
   Business changes must be presented in the business books and databases on the basis of credible documentation accurately, completely and in a timely manner, so as to ensure accurate and truthful reporting on the income, capital and financial condition of the PI.
   All representatives who directly or indirectly participate in the management of PI and all employees are therefore obliged to cooperate in reporting on any business change and to keep documentation related to the work performed, in the most appropriate way for easy retrieval, in accordance with the procedures which regulate bookkeeping and administration tasks, ie preparation of financial reports and submission of financial data, so that the manager authorized to certify financial statements is assisted in providing such confirmation, when it is a case, as well as to ensure the reliability of data published by PI.
    
2. CONTROLS AND RESTRICTIONS IN THE PERFORMANCE OF WORK
   Compliance with this Code is monitored by the organizational part of the PI in charge of business Compliance. PI takes care to ensure independence in accordance with appropriate professional standards, in particular:
       a)    that the persons responsible for the said control have appropriate experience and professional qualities;
       b)    that the competent organizational unit is provided with resources and tools that correspond to the scope and complexity of the work it controls;
       c)    that the findings of controls are directly reported to the PI management bodies;
       d)    that the heads of the competent organizational units are informed in a timely manner of all issues that require their attention.
   
   Anyone who has knowledge of a breach of regulation or other irregularity, whether or not it relates to a breach of law or internal procedures, except as otherwise provided by an internal act of PI (e.g. AML), is required to notify the Compliance Department in a timely manner, either independently or through their supervisor.
   Compliance Department is required to ensure the highest level of confidentiality of all facts and information relating to this notification. Upon verification and factualization, the Compliance shall report to the General Manager and the Deputy General Manager. PI will protect any person who reports these situations with good intentions from any retaliation, discrimination or punishment, and guarantee them the highest level of confidentiality, which does not preclude the performance of his duties prescribed by law.
   Compliance Department provides an overview of violations of this Code in its quarterly and annual reports.

VI  PENAL PROVISIONS

When an employee is proven to have violated the above rules, disciplinary measures are taken in accordance with the law and the Rules of Procedure.
The General Manager and Deputy General Manager shall assess cases of breaches of obligations and prohibitions established by this Code by the representatives and employees of the PI and initiate the procedure they deem most appropriate in accordance with the applicable regulations.
Measures against external associates are taken in accordance with the provisions of the relevant contracts, provided that non-compliance with the above obligations and prohibitions may be grounds for termination of the contract and compensation from the person who violated them.

VII  SCOPE OF APPLICATION

In addition to the persons listed in I / 1, the provisions of this Code shall accordingly apply to external associates and, where possible, to suppliers and business partners and third parties not employed in PI.
The rules set out in this Business Code also apply to fixed-term employees, which does not preclude the application of the provisions on work discipline.
Violation of these obligations and prohibitions represents the basis for termination of contracts with external associates and financial advisors and may be the basis for compensation of damages from those persons.

VIII  RESPONSIBILITIES AND AUTHORITIES

The obligation and the responsibility for the implementation of this Codes shall be borne by all participants in its implementation.
This Code is for internal use only.
This document is approved by the General Manager and Deputy General Manager and adopted by the PI Assembly.