1.1 Bauer Media Group[1] (“BMG”), is committed to maintaining the highest standards of ethics, honesty, openness and accountability, and recognises that all the people that work for or with have an important role to play in achieving this. In order to support this commitment BMG has established a group wide People Code of Conduct and relates policies, and a group wide reporting system called Speak Up.

1.2 We invite all of our employees and third parties to speak up and report any concerns about potential misconduct such as violations of BMG’s People Code of Conduct, breaches of the law, human rights and environmental-related violations, editorial malpractice, acts of abuse or exploitation, bribery and corruption, facilitation of tax evasion, health and safety, fraud or other criminal activity, miscarriages of justice or other conduct impacting negatively on others. We promote an open culture, and this policy aims to encourage anyone with honestly held concerns to report them.

1.3 If you are a Bauer employee, we encourage you in the first instance to raise these concerns through your line manager, or your local HR or Compliance Partner. We encourage you to follow one of these routes wherever possible, but if you are not comfortable doing so, or if a concern raised another way remains unresolved, or if you are a third party then please use the Speak Up Reporting Service available at: https://www.bauermedia.com/speakup

1.4 The purpose of this policy is to provide information about how Bauer provides and processes a mechanism for reporting, investigating and remedying breaches of the law and other wrongdoings by or on behalf of Bauer and human rights and environmental risks at Bauer or its suppliers. In most cases, you should not find it necessary to alert anyone externally. By law, you can in some circumstances report your reasonable suspicions of unlawful conduct to an external body such as your competent authority, but we strongly encourage you to raise concerns internally through one of the available channels. Taking a concern to an outside party can have serious implications for BMG and for the persons involved. We strongly encourage you to seek advice before reporting a concern to anyone external.

1.5 Rest assured whichever of those ways you use to raise your concern, BMG is committed to applying the assurances detailed in this Policy, whether you are an employee or an external stakeholder.

The Speak Up Policy is designed to:

· Encourage individuals to be confident in raising compliance concerns.

· Remind individuals of the available channels for raising the concerns.

· Reassure individuals of protection from retaliation where genuinely held concerns were reported.

· Remove any stigma or adverse consequences that may be associated with the reporting of genuine concerns.

2. Scope: Who/what does this Policy apply to?

2.1 The Speak Up Policy (this "Policy) applies to all employees (former and present, potential employees, consultants, freelancers, ad-hoc workers etc) of BMG, and any third parties working with, for or impacted by BMG (including suppliers and agents), covering all of BMG’s business dealings and transactions in all countries in which we conduct any business. Compliance with this Policy is mandatory for all BMG entities.

2.2 Moreover, BMG expects its business partners and authorised representatives to conduct themselves in an ethical manner and consistent with the standards set forth herein. Where local legal and regulatory requirements exceed the requirements of this Policy, the more restrictive local requirements must be applied.

Examples of reports that can be raised:

· Violations of national and directly applicable Laws of the European Union

· Environmental, health and safety issues

· Fraud

· Improper use of company resources

· Human rights risks [2]

· Insider trading

· violations Discrimination or harassment

· Disclosure of confidential information under the conditions of the relevant trade secrets act

· Violations of competition laws and rules

· Violations of any of our (other) policies

· Money laundering or violations of sanction laws

· Conflicts of interest

· Inadequate financial or non-financial recordkeeping

· Retaliation against anyone for speaking up with genuine concerns

· Bribery

Agreements aimed at obtaining a tax advantage in an abusive manner.

3. Definitions

3.1 For the purposes of this Policy:

“Reporter"

means a person who wishes to report an honestly held concern or reasonable suspicion of misconduct or unlawful actions by or on behalf of BMG or human rights and environmental risks at Bauer or its suppliers. It is important to note, this person can be an employee (former or present, potential employee, freelancer, ad-hoc worker or consultant) or any third-party person or organisation that is stakeholder (agent, business partner etc) or a direct or indirect supplier to BMG. Or anyone who can be recognised as a reporting person in accordance with their National Law.

"Speaking Up”

means the disclosure by an individual of information which they honestly believe or reasonably suspect shows misconduct including but not limited to violation of BMG’s Code of Conduct, breaches of law, human rights and environmental-related violations, editorial malpractice, acts of abuse or exploitation, bribery and corruption, facilitation of tax evasion, health and safety, fraud or other criminal activity, miscarriages of justice or other conduct impacting negatively on others.

4. Speaking Up

4.1 Reporting Responsibility

It is the responsibility of all directors, officers, and employees to comply with this Policy and to report violations or suspected violations of the People Code of Conduct, the law or any Bauer policies in accordance with this Policy.

Managers have an even greater level of responsibility and must lead with integrity and reinforce our People Code of Conduct. They are often the first resource for employees who have reasonable suspicion of any breaches. A manager may be held responsible for failure to report or take steps to address or remediate an issue.

4.2 When do I Speak Up?

As soon as possible, if you have an honestly held concern or reasonable suspicion that something is not right, this Policy sets out how you can raise your concern in an appropriate, safe and effective way.

If you raise such a concern under this Policy, you can be assured that BMG will take steps to ensure that you do not suffer any type of retaliation in your work for or with BMG. Individuals are expected to use the Policy responsibly and in good faith. A Reporter will not suffer any adverse consequences of Speaking Up if they raise their concern in good faith, this means that there should be an honestly held and reasonable basis for believing the reported allegations are true.

In the case you are an employee please note that concerns about your own personal circumstances or your terms and conditions of employment should normally be raised with your line manager or local HR rather than through this Policy.

4.3 Who should Speak Up?

Any person who wishes to report an honestly held concern or reasonable suspicion of misconduct or unlawful actions by or on behalf of BMG. It is important to note, this person can be an employee (former or present, potential employee, freelancer, ad-hoc worker or consultant) or any third party, person or organisation that is a stakeholder (agent, business partner etc) or a direct or indirect supplier to BMG. Or anyone who can be recognised as a reporting person in accordance with their national law.

4.4 What should I Speak Up about?

BMG encourages the reporting of any honestly held concerns or reasonable suspicions about potential violations of our People Code of Conduct, our Supplier Code of Conduct, our internal policies or any misconduct such as unlawful acts related to or by BMG.

4.5 How do I Speak Up?

You can Speak Up, provide feedback or ask your questions in a variety of ways. For many matters, it can be a good first step to talk to the person involved directly. However, we recognise that this is not always easy to do.

If this is not possible, or if you do not feel comfortable doing so, please:

Speak up to your manager or your manager’s manager, or your local HR or Compliance Partner. They will undertake an initial review of the concern and, if necessary, engage with the right team to investigate further- seeking at all times to help find a resolution and maintain confidentiality.

If this is not possible, or you do not feel comfortable doing so, please:

Speak Up via the “Speak Up” Reporting Service at: https://www.bauermedia.com/speakup

The Speak Up service is operated by an independent service provider -People Intouch BV and is available 24 hours a day, seven days a week, 365 days a year, so you can access it whenever you wish and you can communicate through the system in your native language.

4.6 Can I Speak Up Anonymously?

We hope that you will feel able to voice your concerns openly under this Policy, but if you feel it is necessary, you can decide to remain anonymous. Please note speaking up via the Speak Up Reporting Service is the only route that assures anonymity if required. You may choose to raise your concern anonymously via https://www.bauermedia.com/speakup

While every effort will be made to robustly review and investigate all reports, those received from anonymous sources may in practice be more difficult to follow up. If you opt to report anonymously and provide no contact details we strongly encourage you to include as much information as possible when making a report to enable BMG to make an effective response to your concerns. Please note that it may not always be possible to fully investigate allegations and reach a conclusion in such limited circumstances.

4.7 What kind of information do I need to provide?

When you file a report (in person, in writing, online or by phone), please provide as much detailed information as you can to enable us to assess and investigate your concern, such as: the background, history and reason for the concern, names, dates, places and other relevant information. Please also provide any documents or other evidence that may support your report.

Never investigate the matter yourself and do not seek evidence to build a strong case.

4.8 Will I be protected if I Speak Up?

BMG’s assurances to you are that the BMG’s Executive Board are committed to the principles of this Policy. You can be assured that BMG will take all necessary steps to ensure that you will not suffer unfair treatment, retaliation or victimisation in your work at or with BMG as a result of Speaking Up in accordance with this Policy. To this end:

I. BMG commits to take practical measures to protect the identity of the Reporter to the extent possible, will not disclose their identity without consent unless legally required to, and to prohibit attempts to identify them;

II. BMG will not tolerate the victimisation of anyone raising an honestly held concern, or any other attempt to interfere with a Speak Up process, such as:

a. Attempting to identify the Reporter and/ or make their identity known within or outside BMG against their wishes

b. Directly or indirectly threatening, intimidating or pressuring the Reporter or any witness concerned in the investigation, or those involved in the management and conduct of an investigation

c. Attempting in any way to convince or coerce any individual to change their statement, or any other interference in an investigation process.

d. Commercial action such as terminating contracts or refusing to trade with a business.

Examples of victimisation includes:

· Denial of training or career development opportunities;

· Bullying and harassment;

· Withholding a reference;

· Unfair dismissal;

· Unwarranted failure to renew, or early termination of a temporary employment contract;

· Commercial action such as terminating contracts or refusing to trade with an organisation.

4.9 What if I believe I am being victimised as a result of Speaking Up?

If you notice or experience any form of retaliation, such as unfair treatment or victimisation, please report this via the Speak Up Reporting Service or by contacting a member of the Group Compliance Team: groupcompliance@bauermedia.com.

4.10 I am concerned about confidentiality - who will be involved in investigating my report?

Your report will be assessed by the Group Compliance Team. BMG recognises it has a duty of care to protect confidentiality for all parties involved in a speaking up report and this includes not only the Reporter but also witnesses and anyone who may be the subject of an allegation.

Such information will only be shared on a need-to-know basis, with authorised persons within BMG empowered to handle the report (e.g. HR or other legal specialists), or with external advisors and counsel, who are also committed to handle the information confidentially. All responsible for and involved in case handling or taking remedial actions will act independently and impartially and are obligated to keep all information confidential.

In particular cases, we may also need to share the information relating to the report with competent authorities. When legally allowed and feasible in the circumstances, the Reporter will be informed about such intention.

4.11 What is the timeline of the investigation process?

The timeframes for investigating suspicions raised under this Policy are likely to vary depending on the nature and complexity of the case. However, BMG undertake to operate within the following guideline:

· Acknowledge receipt within 7 days;

· Ensure that the individual raising their suspicions are provided with regular updates (at least one, more where possible)

· Aim to conclude investigations, where practicable, within a 3 month timeframe, including feedback to the Reporter.

Please note that sometimes you will be asked follow-up questions and you may be invited to a meeting to discuss your concerns. The investigation approach, including timing, must be flexible so it can be conducted in the way that best preserves evidential opportunities and minimises the risk of actions to undermine the integrity of the process

4.12 Will there always be an investigation?

Please note that not all issues raised will automatically lead to a formal investigation. An investigation will be undertaken when it is reasonable and proportionate to do so due to the nature and severity of the allegations. Sometimes following another course of action is better for all parties involved (e.g. providing written clarification or a mediation). Furthermore, sometimes there is insufficient information for an adequate investigation to take place and there is no possibility of obtaining further information.

If you raise your concern with a line manager, or a HR/Compliance Partner, they will make an initial assessment of the report in accordance with guidelines provided by the Group Compliance Team. Depending on the nature of the issue, the report might be referred to the HR Team (e.g. if the concern relates to your employment terms) or to the Group Compliance Team via the Speak Up Reporting System (for Code of Conduct violations).

4.13 What if I am the Subject of an Allegation?

BMG place great importance on fairness in dealing with Reporters as well as employees or suppliers affected by allegations. Where an investigation is instigated, anyone who is the subject of an allegation will be contacted by the assigned investigator at an appropriate stage in the process. The information disclosed to them may need to be limited so as not to reveal the identity of a Reporter who has requested anonymity.

In most cases, an accused person will be invited to attend a fact-finding meeting only after an investigator has been able to establish sufficient evidence to inform an effective line of questioning. Generally, this would likely be toward the end of the investigation process.

Whilst all efforts are made to minimise the impact of an investigation, BMG recognises that those who are involved in, affected by, or subjects of an investigation will likely find the process stressful. Staff may, at any stage, seek support from their local HR teams. Until any allegation is proven, the individual is considered innocent. All parties involved, including the accused, are entitled to confidentiality. Therefore, all involved must keep the matter confidential.

4.14 Investigation Outcome: How Much Can You Tell Me?

We will tell you if the allegations have been Upheld, Partially Upheld or Not Upheld. We will endeavour to share recommended actions, unless this would breach the confidentiality of another individual (e.g. a person accused of wrongdoing).

Please note that we may not always be able to give you details of the outcome of the investigation for reasons of confidentiality, privacy and the legal rights of the involved parties. All parties involved, including the accused, are entitled to confidentiality. Therefore, if you participate in or learn about an investigation, you must keep the matter confidential.

4.15 What if I am not satisfied with the Investigation Outcome?

BMG cannot guarantee that the outcome of the process will always be what you might wish, but please be assured that all matters will be handled fairly and properly. If you are unhappy with our response, including the way your concern has been handled, you can appeal by sending an email to the Chief Compliance Officer via chiefcomplianceofficer@bauermedia.com.

In some circumstances, the law recognises it may be appropriate for you to report your concerns to an external body. If you are not comfortable raising your suspicions via the routes listed in Section 4.5 (How do I Speak Up?) or if those routes have been followed and you still have suspicions you may be able to report them to the competent authority in your country of residence (for more information see the compliance section in MyBauer).

However, we strongly encourage you to seek advice from the Group Compliance Team before reporting a concern to anyone external.

4.16 What about data privacy after an Investigation is complete?

Reports will be kept confidential to the extent possible - including for the retention of records, consistent with the need to conduct an adequate investigation. Creating and maintaining accurate and complete data is essential for our ability to meet our business needs as well as legal and regulatory requirements. We retain business records in accordance with our privacy policy the law, to the extent needed for business purposes, or longer if required by tax, works council agreements, regulatory, or other standards required for an audit, investigation, or other legal action will be retained pursuant to laws and other legal or contractual requirements and pursuant to our retention policy.

5. Training

5.1 E-learning training for all employees on the People Code of Conduct and Speak Up and a separate training module for managers on how to support their teams with questions about the People Code of Conduct and how to Speak Up, are both available via the Compliance section of MyBauer. It is important that we all complete this training to enhance awareness and ensure compliance with this Policy and applicable laws and regulations in each of BMG’s operating jurisdictions.

6. Monitoring

6.1 It is the responsibility of Group Compliance to regularly assess the adequacy of the procedures, systems and controls implemented to affect this Policy.

6.2 Any employee, regardless of position or title, who violates any provision of this Policy may be subject to discipline, up to and including termination of employment.

7. Who to contact with questions and reporting concerns

7.1 Questions regarding the requirements of this Policy and your obligations should be directed to Group Compliance team via policies@bauermedia.com.

7.2 Reporting concerns regarding a potential breach of this Policy: in the first instance, please speak with your line manager, or your local HR or Compliance Partner. If you do not feel able to do so, then please use the Speak Up Reporting Service available at:

https://www.bauermedia.com/speakup

8. Administration of this Policy

8.1 BMG expressly reserves the right to change, modify, or delete the provisions of this Policy without notice.

8.2 The Group Compliance Team is responsible for the administration of this Policy. All employees are responsible for consulting and complying with the most current version of this Policy. If you have any questions regarding the administration of the Policy, please contact policies@bauermedia.com.