Hy2gen Group has zero-tolerance for corruption and bribery. Hy2gen has been committed to strengthening throughout its organization, but also in its relationships with external stakeholders as ethical culture aiming at reaching the highest standards in terms of responsibility and business integrity.

The Hy2gen Anti-Corruption and Anti-Bribery Code of Ethics (the Code) refers to the United Nations Convention against Corruption and seeks to combat all form of corruption.

The Code constitutes an integral part of the Company’s internal policies and procedures.

A document cannot, however, address all the case of corruption and influence-peddling that may arise in the course of daily activities; everyone must accordingly exercise their own judgment and common sense. In case of doubt about what conduct should be adopted, each company relies on the support and advisory tools it has put in place and on an in-house warning system.

This Code may be revised.

I. Purpose

The purpose of this Code is to establish guidance for Hy2gen Employees and Third Parties interacting with Hy2gen to comply with applicable Anti-corruption and Anti-bribery Laws and Regulations, as well as to promote a culture of ethics and integrity. 

II. Scope

The Code applies to all employees of the Hy2gen Group, all Hy2gen Employees and Third Parties engages in activities with Hy2gen.

III. Definitions

Corruption: is any behavior whereby a person (whether a government official or a private individual) proposes, requests or accepts, directly or through an intermediary, any donation, offer or promise, gift or benefit in return for performing, delaying or failing to perform an act which directly or indirectly falls within his/her duties in order to obtain or maintain a commercial or financial advantage or to influence a decision.

There are two types of corruption:

– Active corruption occurs when the act of corruption is initiated by the person on the giving end.
– Passive corruption occurs when the act of corruption is initiated by the person the receiving end, i.e., the person who performs or does not perform an act in exchange for some reward.

Corruption may take many forms under the guise of common business or social practices; it may, for example, involve such things as invitations, gifts, sponsorships, donations etc.

Bribery is the offering, promising or giving of something in order to influence a government official in the execution of his/her official duties. Bribes can take the form of money, other pecuniary advantage. It is not necessarily a simple two-sided transaction, as in some cases intermediaries are involved in the transmission of the bribe, and in certain instance the bribe is transferred to a third party for that person’s benefit rather than for the benefit of the government official.

Influence – peddling refers to a person monetizing his/her position of influence, whether real or supposed, in order to influence a decision which is to be made by a third party. It involves three participants: the beneficiary (the one who provides benefits or gifts), the intermediary (the one who uses the influence they enjoy by virtue of his/her position) and the target person, who has the decision-making power (a government authority or agency, a judge or a prosecutor, an expert etc.).

Conflict of interest arises from any situation in which employee’s personal interests conflict with their duties and responsibilities.

Anti-corruption and Anti-bribery Laws and Regulations: Any applicable law or regulation addressing corruption and/or bribery, including, but not limited to the German Criminal Code, Sections 331 to 338, the Norwegian Penal Code of 2003, the French Criminal Code and the French Law of December 9th 2017 on Transparency, the Fight Against Corruption and the Modernization of the Economy, the U.S. Foreign Corrupt Practices Act (FCPA) and the Canadian Criminal Code, as well as applicable international conventions, including, but not limited to, the Organization for Economic Co-operation and Development Anti-Bribery Convention and the United Nations Convention against Corruption.

Anything of value: may include, but is not limited to:

· Cash,
· Gifts,
· Entertainment, accommodations and meals,
· Travel expenses,
· Services,
· Employment offers,
· Loans,
· Donations or contributions, and
· Any other transfer of value, even if nominal in value.

Code of Ethics: the Hy2gen Code of Ethics.

Facilitating Payments: Payments to any government organization or government official, made in order to expedite or secure performance of non-discretionary, routine governmental actions (e.g., processing a visa, customs invoice, or other governmental paper)

Government or Government Organization: any department, any administration, any agency controlled in whole or in part by the government, any public international organizations and their agencies or instrumentality of a government (including a government-controlled enterprise), and any organization considered to be a government department or administrative office under any local law.

Joint-Venture / Special Purpose Vehicle / Partnership: means an entity in which Hy2gen has the direct or indirect ownership of fifty percent (50%) or less of the equity having the power to vote on or direct the affairs of the entity are considered as Third Parties.

Person: Any government official(s), Hy2gen customer(s) or business relation(s).

Government Official: Individuals, in the following categories:

· Any officer or employee (including any person nominated or appointed to be an officer or employee even if part-time) of a Government or a Government Organization;
· Any person acting in an official capacity on behalf of a Government or a Government Organization;
· Any officer or employee of a company or business owned in whole or part by a Government or a Government Organization;
· Any officer or employee of a public international organization, such as the World Bank or the United Nations;
· Any officer or employee of a political party or any person acting in an official capacity on behalf of a political party; and/or
· Any candidate for political office.

Hy2gen: The Hy2gen parent company with its headquarters in Wiesbaden – Germany and any corporation or business entity which, directly or indirectly, controls, is controlled or is under common control of the Hy2gen parent company. The term ‚control‘ means direct or indirect ownership of more than fifty percent (50%) of the equity having the power to vote on or direct the affairs of the entity.

Hy2gen employee: Any employee of the company, whether full time or part time, temporary or trainee and any other employee category according to local regulation.

Third Parties: any individuals, companies, associations, partnerships, or other entities retained to act on behalf of or for the benefit of Hy2gen. The term includes, but is not limited to agents, consultants, lobbyists, and suppliers.

IV. Requirements

1. Prohibited interactions
1.1  Bribes and kickbacks

No one representing Hy2gen may demand or accept any kind of bribery, kickback or any other unlawful or unethical benefits.


1.2  Gifts and entertainment

As a supplier, do not offer any gifts to Hy2gen employees or any third party on the behalf of Hy2gen that could be a violation of this Code of Ethics. Always be careful with business relations so that you do not get into situations with conflicts of interest.

Certain gifts or benefits are never allowed to be either offered or accepted; money, loans, gift vouchers, kickbacks, work for private purpose, vacation, unethical benefits, or similar benefits addressed to individuals.


1.3  Government officials

Stricter rules apply when we interact with government entities and their employees or representatives. Normally, nothing of value should be promised, offered, or provided, either directly or indirectly, to a government official.


1.4  Facilitation payments

Unofficial payments demanded by government officials intended to speed up or secure the performance of routine governmental actions (e.g., issuance of permits) are not allowed by Hy2gen.


1.5  Fraud and embezzlement

Hy2gen does not accept any type of fraudulent behavior or embezzlement.

This means that no type of unfair or unlawful personal enrichment to the detriment of Hy2gen is accepted. Such actions would normally be regarded as criminal.


1.6  Money laundering

Hy2gen supports international efforts to combat money laundering and the funding of criminal and terrorist activities. It is therefore vital that employees are familiar with and comply with all applicable laws related to such matters.


2. Permitted interactions
2.1 Monitoring of third party (suppliers, sub-suppliers, and service providers)

Hy2gen requires all our suppliers, and Business Partners, to meet high social, ethical, human rights and environmental standards as a fundamental part of our responsible business approach. This Code of Ethics is a requirement for all our Business Partners, including Suppliers, and Service Providers and shall therefore be valid for all Hy2gen’s suppliers, sub-suppliers and Business Partners through contractual terms and conditions.

2.2  Anti-corruption and Anti-bribery due diligence on third parties

Hy2gen conduct “risk-based” Anti-corruption and Anti-bribery due diligence on third parties to avoid or mitigate the risk of third-party corrupt conduct.

Furthermore, appropriate Anti-corruption and Anti-bribery due diligence must be conducted, in accordance with relevant business practices and Hy2gen policies and procedures, in advance of making any investment in a non-Hy2gen business entity or entering into a Joint-Venture/Special Purpose Vehicle/Partnership agreement.


2.3  Reporting compliance

Employees, suppliers, customers and other partners involved with Hy2gen are expected to report suspected violations of Laws and Regulations or the Code.

This can be related to any of the area of the Code, human rights, labor standards, occupational health and safety, significant environmental incidents, conflict of interests or Anti-corruption and Anti-bribery situations.

Hy2gen will handle concerns in accordance with legislation application to persons involved and prohibits any discrimination and retaliation against individuals who reported suspected violations in good faith. We are committed to investigating all credible reports of potential compliance violations made in good faith. You can always report issues through Hy2gen’s whistle-blower process by contacting: ocu@hy2gen.com.

V. Responsibilities

1. General responsibilities

Promoting a culture of high integrity throughout the organization and clearly communicating on Hy2gen’s expectations contribute to reduce the risk of corruption and bribery. Managers are responsible to contribute to the understanding by all members of their teams of what corruption and bribery are, as well as, how to prevent them.

Each Hy2gen Employee is responsible to comply with this Code and has the duty to prevent breaches of this Code by reporting any questionable situation according to the Code.


2. Financial and accounting controls

In accordance with all relevant rules, regulations and internal procedures, Hy2gen requires that all books, records, and accounts are kept in reasonable detail to reflect all transactions and dispositions of assets accurately and fairly and that adequate internal controls are maintained to provided reasonable assurance that management is aware of, and directing, all transactions ethically and in compliance with Hy2gen Policies and Standard.


3. Consequence of non-compliance with this Code

Violations of Anti-corruption and Anti-bribery Laws and Regulations may result in civil and criminal penalties for Hy2gen and Hy2gen employees, in addition to disciplinary actions against Hy2gen Employees.In accordance with all relevant rules, regulations and internal procedures, Hy2gen requires that all books, records, and accounts are kept in reasonable detail to reflect all transactions and dispositions of assets accurately and fairly and that adequate internal controls are maintained to provided reasonable assurance that management is aware of, and directing, all transactions ethically and in compliance with Hy2gen Policies and Standard.

11/2021 – HY2GEN AG