1. PURPOSE OF THE DIRECTIVE

1.1 This Whistleblower Protection Directive (hereinafter referred to as the “Directive”) sets out the rules relating to whistleblower protection and the internal whistleblowing system in accordance with Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019, on the protection of persons who report breaches of Union law (hereinafter referred to as the “EU Directive”), and in accordance with Act No. 171/2023 Coll. on the protection of whistleblowers (hereinafter referred to as the “Act”).

1.2 The purpose of this Directive is to establish the conditions for the submission of Notices of Violations, to establish the conditions for the receipt and review of such Notices, to provide remedies and to record the solution of Notices. Further, the purpose of the Directive is to ensure the protection of the Whistleblowers of these violations and certain other persons from Retaliatory Measures and to ensure the effective functioning of the internal whistleblowing system.

1.3 This Directive is binding on all persons who may be in a position of a Whistleblower with respect to the Company, but in particular on the Company’s employees.

2. DEFINITION OF GENERAL TERMS

2.1 The following terms have the following meaning in this document:
2.1.1 Whistleblower – a natural person who, even indirectly, has performed or is performing work or other similar activity for the Company, or has been or is in contact with the Company in connection with the performance of work or other similar activity. In particular, the following shall be considered work or other similar activity:

• dependent work carried out in a basic employment relationship,
• self-employment,
• performance of the functions of a member of a legal entity body,
• performance of tasks within the scope of the activities of a legal entity, in its interest, on its behalf or on its account,
• volunteering,
• professional practice, internship, or
• exercise of rights and obligations arising from a contract the subject of which is the provision of supplies, services, construction work or other similar performance.

Work or other similar activity includes applying for a job or other similar activity.
2.1.2 Notice – a suggestion made by a Whistleblower about an unlawful action.
2.1.3 Unlawful action – conduct that has occurred or is about to occur in the Company and:

• has the characteristics of a criminal offence,
• has the characteristics of an offence for which the law sets a fine of at least CZK 100,000,
• violates the Act, or
• violates another legal regulation or a regulation of the European Union in selected areas under Section
• 2(1) of the Act.

2.1.4 Corrective measure – action to correct or prevent an illegal condition following a notice submitted.

2.1.5 Retaliatory measure – any action or failure to act, in connection with the work or other similar activity of the Whistleblower, triggered by the Notice and taken by the Company or any other person at its direction, and which may cause harm to the Whistleblower or Related Person, including but not limited to termination of employment, removal of a senior employee from a position, change in hours or work location, reduction in pay or remuneration under an agreement, unequal treatment or other disadvantage, etc.

2.1.6 Competent Person – a person receiving the Notice reviews the Notice, assesses its validity and proposes corrective measures in relation to the Notice submitted.

2.1.7 Company – compacer CZ s.r.o.

2.1.8 Related person:

• a person who has provided assistance in discovering information that is the subject of the Notice, filing the Notice or assessing its validity;
• a person who is close to the Whistleblower;
• a person who is an employee or colleague of the Whistleblower;
• a person controlled by the Whistleblower;
• a legal entity in which the Whistleblower has a participation, a person controlling it, a person controlled by it or a person controlled by the same controlling person as the legal entity;
• a legal entity of which the Whistleblower is a member of an elected body, a controlling person, a controlled person or a person controlled by the same controlling person;
• a person for whom the Whistleblower performs work or other similar activity, or;
• a trust of which the Whistleblower or a legal entity referred to in Article II, Clause 2.1.8(e) of the Directive or Article II, Clause 2.1.8(f) of the Directive is a settlor or a defendant, or in relation to which the Whistleblower or a legal entity referred to in Article II, Clause 2.1.8(e) of the Directive or Article II, Clause 2.1.8(f) of the Directive is a person who substantially increases the assets of the trust by contract or by acquisition in cafe of death.

3. INTERNAL WHISTLEBLOWING SYSTEM

3.1 According to Section 8 of the Act, the Company is a mandatory subject and is obliged to establish an internal whistleblowing system.
3.2 The Internal Whistleblowing System means the internal information channel established by the Company for the submission of Notices in the manner required by the Act and further specified in this Directive (hereinafter referred to as the “Internal Whistleblowing System”).
3.3 Whistleblowers are entitled to submit their Notices:

• electronically to the e-mail address whistleblowing@compacer.com (hereinafter referred to as the “email address”),
• tel. number
• or in person if the Whistleblower so requests.

3.4 The Internal Whistleblowing System enables Whistleblowers to notify the Company directly and in a timely manner of a violation.
3.5 The Whistleblower must be able to demonstrate that there is a legitimate reason to believe that an unlawful action is occurring. Otherwise, the Whistleblower runs the risk of being sanctioned for knowingly making a false notice.
3.6 This Directive does not apply to complaints of a personal nature of the Whistleblower or to complaints provided for in other internal regulations such as the Company’s collective agreement, work rules, etc.
3.7 The Whistleblower who, in accordance with the provisions of the Act and this Directive, has made a good faith report of suspected unlawful action shall not be disadvantaged in any way in its position or subject to Retaliatory Measures as a result of such report, and the same shall apply to a Related Person.
3.8 The Whistleblower shall state: name and surname, date of birth, unless the person is known to the Competent Person. The Whistleblower should also provide contact details (e-mail, telephone number or contact address) so that he/she can be informed of the outcome of the investigation.
3.9 Anonymous notices do not enjoy protection under the Act and this Directive.

4. COMPETENT PERSON

4.1 The Competent Person is only a natural person who is irreproachable, of legal age and fully capable of exercising his/her legal capacity may be a competent person.
4.2 In particular, the Competent Person:

• receives and assesses the reasonableness of the Notice submitted through the Internal Whistleblowing System;
• proposes to the Company measures to remedy or prevent the violation following a Notice;
• maintains confidentiality of the facts of which he/she has become aware in the course of his/her activities, even after the termination of the activities;
• acts impartially in the performance of his/her activities;
• carries out the instructions of the Company unless they threaten or obstruct the performance of his/her activities.

4.3 The Competent Person shall ensure that the confidentiality of information relating to the identity of the Whistleblower and the content of the Notice is maintained, in particular with respect to the Company and its employees, as well as with respect to third parties.
4.4 The Competent Person shall not provide information that could defeat or undermine the purpose of the Notice.
4.5 The Competent Person is entitled to share data relating to the identity of the Whistleblower and the content of the Notice with another Competent Person only for the purposes set out in the Act and this Directive.
4.6 The Company will publish the Competent Person’s name, telephone number, mailing address and email address on its website.
4.7 The Company will advise the Competent Person of his/her rights and obligations. A record of this instruction will be made and signed by the Company and the instructed Competent Person.
4.8 The Competent Person is obliged to notify the Company if he/she no longer meets the conditions of integrity under the Act within 10 days of the date on which this occurred.

5. RECORDING AND STORAGE OF NOTICES

5.1 For the purpose of managing Notices, the Company shall provide the Competent Person with all organizational, technical and other prerequisites necessary for keeping records of the data on the received Notices submitted by the Whistleblowers through the Internal Whistleblowing System (hereinafter referred to as the “Register of Notices“). The Register of Notices is kept in electronic form and the Competent Person is responsible for its maintenance.
5.2 The Register of Notices contains the following information:

• date of receipt of the Notice;
• name, surname, date of birth and contact address of the Whistleblower, if known to the Competent Person;
• summary of the contents of the Notice and identification of the person against whom the Notice is directed, if known;
• date of completion of the Competent Person’s assessment of the reasonableness of the Notice and its outcome.

5.3 The Competent Person is obliged to keep the Notice submitted through the Internal Whistleblowing System for five years from the date of its receipt.
5.4 Only the Competent Person has access to the Register of Notices and to the Notices retained. The Company ensures that the Notices are secured to prevent access by anyone other than a Competent Person.

6. PROCEDURE FOR NOTICE SUBMISSION

6.1 The Whistleblower has several options for submitting a Notice:

• in writing (by post)
• electronically (by email, Teams chat)
• orally (by telephone or in person if required by the Whistleblower)

6.1.1 Notices submitted electronically
6.1.1.1 The Company ensures that only the Competent Person has access to the email.
6.1.1.2 The Competent Person is granted access to the Company’s email on the basis of login details, specifically a login name and password (hereinafter referred to as the “Login Data”). The Competent Person is obliged to protect the Login Data and ensure that it is not disclosed to third parties. The Competent Person is obliged to change his/her password at regular intervals of three months for security reasons.
6.1.1.3 The Competent Person logs into the email box regularly (at least once a day) and checks for new Notices. Alternatively, the Competent Person enters new Notices in the Register of Notices.

6.1.2 Notices submitted in writing to the Company address
6.1.2.1 Whistleblowers submit written Notices to the Competent Person in such a way as to preserve the confidentiality of their identity and the content of the Notice.
6.1.2.2 The Competent Person periodically (at least once a day) checks the inbox for Notices. Alternatively, the Competent Person enters new Notices in the Register of Notices.

6.1.3 Notifications submitted by phone
6.1.3.1 The Competent Person will be available to receive telephone Notices on weekdays between 9:00 a.m. and 5:00 p.m.
6.1.3.2 A Notice given by telephone is deemed to be a Notice given orally. A written record of the Notice will be made which faithfully reflects the substance of the Notice. The Competent Person gives the Whistleblower an opportunity to comment on the record and the Whistleblower’s comments will be attached to the record.
6.1.3.3 The Competent Person is obliged to include this Notice in the Register of Notices.

6.1.4 Notifications submitted in person
6.1.4.1 The Whistleblower is entitled to request the Competent Person to accept his/her Notice in person. The Competent Person is obliged to accept the Notice within a reasonable period of time, but no later than 14 days, from the date on which the Whistleblower requested it.
6.1.4.2 The Whistleblower is entitled to submit a Notice in person either in writing or orally.
6.1.4.3 The Competent Person who receives a personal written Notice from the Whistleblower proceeds in a similar manner as in case of Notices made in writing to the Company.
6.1.4.4 The Competent Person who receives a personal oral Notice from the Whistleblower proceeds in a similar manner as in case of Notices made by phone.
6.1.4.5 Upon receipt of the personal Notice, the Competent Person issues a confirmation.
6.2 The Competent Person is always obliged to take care to preserve the confidentiality of the identity of the Whistleblower and the contents of the Notice.

7. PROCEDURE FOR HANDLING NOTICES

7.1 The Competent Person notifies the Whistleblower of this within 7 days of receipt of the Notice, unless:

• the Whistleblower has expressly requested the Competent Person not to notify him/her of the receipt of the Notice;
• or it is apparent that the notification of receipt of the Notice would reveal the identity of the Whistleblower.

7.2 The Competent Person examines the Notice and informs the Whistleblower in writing of the outcome within 30 days. In cases of factual or legal complexity, this period may be extended by up to thirty days, but not more than twice. The Competent Person is obliged to inform the Whistleblower in writing of the extension of the time limit and the reasons for the extension before the expiry of the time limit, unless:

• the Whistleblower has expressly requested the Competent Person not to notify him/her of the receipt of the Notice;
• or it is apparent that the notification of receipt of the Notice would reveal the identity of the Whistleblower.

7.3 If the Competent Person determines during the assessment of the reasonableness of the Notice that it is not a Notice under the Directive or the Act, he/she informs the Whistleblower thereof without undue delay.
7.4 If the Notice is found to be justified, the Competent Person proposes to the Company measures to remedy or prevent the violation following the submission of the Notice in accordance with Article 9 of the Directive. If the Company takes any action on such a proposal, the Competent Person notifies the Whistleblower without undue delay, unless:

• the Whistleblower has expressly requested the Competent Person not to notify him/her of the adoption of a Corrective Measure;
• or it is apparent that the notification of the adoption of a Corrective Measure would disclose the identity of the Whistleblower.

7.5 If the Notice is not found to be justified, the Competent Person informs the Whistleblower without undue delay that, on the basis of the facts stated in the Notice and all the circumstances known to him/her, he/she does not find that the Notice is suspected of committing an unlawful action, or that the Notice is based on false information, and informs the Whistleblower of the right to file a Notice with a public authority.
7.6 Any notification to the Whistleblower under this Directive is made by the Competent Person in writing to the residential address or email address provided by the Whistleblower or available to the Competent Person.

8. PROCEDURE FOR EVALUATING NOTICES

8.1 For the purpose of the evaluation of the Notice, the Competent Person is obliged to carry out an investigation to the extent necessary for a reliable decision on how the Notice will be treated in the evaluation.
8.2 The Competent Person is entitled to obtain any data and information, as well as documentary, electronic and other documents, to make copies thereof and to use any other procedures and means not contrary to the law and appropriate to the nature of the investigation. Depending on the nature of the Notice, the Competent Person may appoint internal or external person(s) who are independent, impartial and, where appropriate, knowledgeable about the matter to participate in the investigation.
8.3 The Competent Person is obliged to conduct his/her investigation in such a way that under no circumstances is the confidentiality of the information concerning the identity of the Whistleblower and the content of his/her Notice compromised.

9. PROCEDURE FOR PROPOSING MEASURES

9.1 If the Notice is found to be justified, the Competent Person is obliged to submit to the Company a written proposal for measures to prevent or remedy the violation (hereinafter referred to as the “Proposal” no later than thirty days from the date of completion of the assessment of the substantiation of the Notice. The Proposal must include the actual proposal for specific measures and a proper justification of the Proposal.
9.2 The Company is not bound in any way by the Proposal and it is solely at the Company’s discretion whether to grant or deny the Proposal in whole or in part. If the Company fails to take the action proposed by the Competent Person, it will take other appropriate Corrective Measure to prevent or remedy the violation. However, it must notify the Competent Person of these facts without delay.
9.3 The Competent Person notifies the Whistleblower in writing of the Corrective Measure taken without undue delay.

10. GENERAL INFORMATION

10.1 Whistleblowers are encouraged to report Notices internally using the procedure described in this Directive through the Internal Whistleblowing System. The use of the Internal Whistleblowing System provides the Company with the ability to detect unlawful actions and take Corrective Measures directly and in a timely manner.
10.2 Whistleblowers may choose to make an external notification through the Whistleblower Protection Line set up by the Ministry of Justice, with or without first going through the Internal Whistleblowing System.
10.3 The Whistleblower, the Competent Person and all other persons involved in the Notice and the Investigation are obliged to treat the Notice and all information of which they know or have reason to believe to be confidential as confidential, except to the extent that the obligation to disclose is imposed by the Act.