This Code describes and explains the Gülermak Group’s requirements for business and management ethics.

All full or part-time employees and any other person who works for Gülermak, Supply Chain Partners, subcontractors and suppliers should take ethical business conduct into account while they are undertaking their jobs and responsibilities. The purpose of this Code is:   

· To highlight the importance of business ethics to the Executive Board, Directors and the management team;
· To inform all staff of the kind of behaviour that is not suitable in the workplace;
· To actively encourage the reporting of any unethical behaviour;
· To promote  Gülermak’s values and principles and prevent any non-compliance.

The Code of Business Ethics is a critical, fundamental component of Gülermak’s Risk Management Strategy for the business.  Upon commencement of their employment, all employees' will receive training in the aims and objectives of Gülermak's Code of Business Ethics and related policies.  Further refresher training will be provided at least annually or as and when there are changes to the policy or when a breach has been identified and lessons learned need to be implemented.  All employees will be  required to certify that they have, and will continue, to comply with this Code as well as identifying any deficiencies or areas for improvement once a year 

Gülermak employees shall not accept gifts nor hospitality that exceeds a de-minimus value of $10.00 in total

All employees should behave professionally and act responsibly whilst representing Gülermak’s business interests. 

Any kind of misconduct, misuse, waste, excessive or mis-consumption of any kind of resource has to be prevented. 

Conflict of Interest

All employees should avoid any possible conflict between their personal and Gülermak’s business interests with any potential conflict being notified immediately to the Ethics Committee using the ethic@gulermak.com email address.  Any contact can be undertaken anonymously. At least once a year , all employees will complete a questionnaire regarding potential conflicts of interest.

Potential conflicts of interest may include, but are not limited to, the following situations:

· When an employee’s personal interest is conflicting, or likely to conflict, with another employee’s personal interest, or with the interest of Gülermak;

· When there is an occurrence, or probability of occurrence of an issue or an event which hinders an employee from fulfilling their duties objectively and effectively; 

· When an employee uses their  position in order to take advantage in relation to their or their  relatives’ interests.

· Occurrence of any situations similar to the ones listed above, including the probability of occurrence of such situations should be advised as soon as possible to the Head of relevant business unit and/or the Ethics Committee of Gülermak.

Work Opportunities

All employees:

· may not use, and may not take advantage of Gülermak’s property, information or position in favour of themselves; 

· may not compete with Gülermak (directly or indirectly).

Confidentiality

All employees who have access to confidential information provided by Gülermak, other employees or clients are legally responsible for maintaining the confidentiality of that information.  

For the avoidance of doubt confidential information is any data or information that is not public or that may have negative impact on Gülermak and its client’s interests, or that can be used by competitors.

Anti-Harassment, Anti-Mobbing & Anti-Discrimination
Gülermak does not tolerate any form of discrimination, harassment, mobbing and bullying behaviour under any circumstance. 

Any verbal or physical acts which is aimed at, or results in, the humiliation or ridicule of the employee, or the isolation or elimination of the employee from the group of staff is forbidden, whether the act is short-term, persistent and long-term. Any form of harassment or discrimination related to an individual’s gender, age, handicap or disability, race, physical appearance, religion, nationality, political views, ethnicity, sexual orientation or other protected category are a violation of legislation and this policy.

All employees will be treated with dignity and respect at the workplace. Offensive, insulting, threatening, intimidating behaviours, any sexual advances, humiliation, stalking, isolation and non-cooperation, persistent and unjustified criticism, behaviour(s) which an individual knows would cause fear or anxiety to another, hindering the performance at work, harassment by phone, are examples of such unwanted conduct.  In the event that any employee encounters any of the aforementioned then these must be immediately reported to the relevant Line Manager, Head of Business Unit or Function. 

Employees who believe that they, or another employee, were the subject of mobbing, harassment or discrimination or which witnessed mobbing, harassment or discrimination occurrences are entitled to report such occurrences to the Senior Management or Anti-Mobbing Committee by either following “WHISTLEBLOWING” link anonymously at Gülermak’s intranet or sending an e-mail to antimobbing@gulermak.com.  For the avoidance of doubt the identity of the employee reporting the occurrence, even if known, will remain strictly confidential. 

Gülermak’s Anti-Mobbing Committee shall act immediately upon notification of the event  Gülermak's intranet will publish the findings and actions taken as a result of the investigation, which can only be accessed by a special code provided to the complainant while whistleblowing.

Fair Treatment

All employees should act fairly and equally to Gülermak’s clients, sub-contractors and suppliers. Employees should not take advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair practice.

Protection and Proper Use of Company Assets

All employees are responsible for the protection, proper and efficient use of company assets.

Theft, negligence and waste have direct negative impact on Gülermak’s profitability. Company assets should be used only for legitimate business purposes.

Accuracy of Recording and Reporting

All employees are obliged to use applicable internal systems for the establishment, , upkeep and use of records, accounts as well as for internal audits and statements.

Manipulation of Gülermak’s records in any way is prohibited.

All reports, documents and correspondences, should be stored and processed in a complete, correct, accurate, and understandable way.

Compliance with Law Rules and Regulations

All employees must comply with all applicable laws, and mandatory and regulatory rules and regulations. For the avoidance of doubt, all employees shall avoid any involvement in any kind of corruption and internet-based crimes. 

The Gülermak Group is a Global Construction Company operating in multiple jurisdictions and markets.  It is therefore subject to the general principles, adopted in many countries of free and fair trade that are enacted in Competition Law.

It is the policy of Gülermak and the obligation of every employee to strictly comply with the applicable competition laws.

Gülermak will train its employees to understand and therefore comply with any competition law obligations.

Relations with Public Administrations and Institutions

Gülermak promotes legitimate and correct relations with Public Administrations and Public Institutions, within the context of maximum transparency and while refusing any form of promise or the offer of payment or goods to promote or favour any interest or advantage.

No person who works for Gülermak is allowed to offer money or gifts to any employees of any Public Administration and Public Institutions nor to their family members.

When any business negotiations, requests or relations are in progress with the Public Administration and Public Institutions, people who work for Gülermak must not try to inappropriately influence the decisions by the counterparty, including those of officers who negotiate or make decisions on behalf of the Public Administration and Public Institutions.

Should any person receive requests or offers of benefits from public officers, they must immediately suspend relations and report the fact according to the provisions of this code.

When awarding contracts public administrations, may apply special, complex laws, rules and regulations.

Noncompliance with of any of the regulations may constitute a criminal offence. Therefore, to comply with all regulations, it is advised that employees should request support from appropriate specialists within the company or, if necessary, from an appropriate lawyer or consultant.

Political Involvement

Gülermak is completely outside of any political party and organisation.

Gülermak may, however, make financial or non-financial contributions to any political party or organisation in a totally open and transparent manner and whilst complying with the applicable legislations pertaining to a specific jurisdiction.

Reporting of Inappropriate and not Ethics Behaviour

All employees should encourage all other employees to work according to this Code of Business Ethics.   Non-compliance or breaches or any issues requiring clarification should be highlighted as soon as practicable to supervisors, managers or directors. In the event that employees are uncomfortable to raise issues and concerns with their immediate line supervisor or manager then they are actively encouraged to highlight their concern directly with a Head of Business Unit/Function, Director, Chief Executive Officer or Chairman. 

All supervisors, managers and directors are responsible for reporting any non-compliances and breaches of these ethics rules to the Head of Business Unit, Ethic Committee or Executive Board. All non-compliances or breaches will be reviewed by the Ethics Committee with necessary corrective action, sanctions or disciplinary measures being applied by the Executive Board. Gülermak, regardless of the intention, will not tolerate any retaliation against any employee for highlighting a non-compliance, breach, reporting of inappropriate or unethical behaviours.

Breaches of and non-compliances with  this code may also be directly reported to members of Gülermak Ethic Committee by sending an e-mail to: ethic@gulermak.com

Breaches and violations in matters of harassment, mobbing or discrimination can be further reported to members of Gülermak Anti-Mobbing Committee by sending an e-mail to: antimobbing@gulermak.com

Gülermak’s relevant committee shall act immediately to investigate and resolve the matter in strictest confidence. 

The identity of the employee reporting the potential non-compliance or breach, even if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement, in which case members of the organisation may be subject to subpoena, interview under caution or such other legal process within a particular jurisdiction.

Modifications

Modifications of above rules may be done only by the decision of Executive Board of Gülermak with recommendations of Managers, Directors, CEOs and Compliance Officer.

Introduction

In delivering industrial and infrastructure projects, Gülermak improves the communities and lives of those who use them in day-to-day life. We recognise that the energy and material resources we consume have an impact on the environment and people. This policy commits to respecting the environment and communities as an integral part of our whole business lifecycle.

Policy reach

This policy applies to Gülermak’s own businesses and its employees, commercial partners, as well as to its suppliers and sub-contractors who act on Gülermak’s behalf.

Knowing our actions will have effects on nature, humans and their cultural heritage far beyond the time and space of our work, affects how we choose to act to minimise that impact.

Responsibility and performance evaluation

This policy is owned by the Executive Board, as represented by its chairman. The Executive Board of Gülermak, is responsible for the content and evaluation of the policy and for continually improving the company’s environmental performance and management against our commitments herein.

Policy in practice

• We comply with law and agreements
Compliance with applicable law, regulations and mutual agreements are fundamental preconditions for the way we work. We comply with internationally accepted guidelines to minimise our impact on the global environment.

• We respect our planet and strive for the highest whole-life asset performance
We are committed to planning and executing all work processes with the least negative environmental debits whilst striving for environmental credits. By minimising energy consumption, excess materials-use, and waste generation, we simultaneously serve the environment, climate, as well as reducing costs to clients. We optimise whole-life environmental and climate performance through client/project partner collaboration from concept design, through execution, in-use, end of life and recovery stages.

• We act for a carbon neutral future  
We recognise the need for an effective and progressive response to the urgent threat of climate change, while developing our business in line with the Paris Agreement’s 1.5°C  goal and being an industry role model. We do this by committing to achieve Net Zero emissions by 2050 through a robust long-term carbon reduction plan which:
-    promotes a cradle-to-cradle philosophy throughout our contracts;
-    spreads knowledge about global warming and the motivation to meet the 1.5°C  goal;
-    is in line with The Greenhouse Gas Protocol and ISO 14064 series;
-    presents an ambitious 5-year cycle action plan;
-    identifies mitigation and adaptation measures within our organisation and projects.

• We promote the concept of an invisible construction site
We try our best to be invisible at our construction sites. We organise our sites ensuring that our activities minimise disturbance to local communities by striving to keep existing routes and facilities operational, as prior to the commencement of works. We also pay the utmost attention to minimise disturbance to the local ecology.

• We educate our employees and relevant project stakeholders
We promote awareness of and responsibility for environmental and climate issues through learning, engagement, and development activities from corporate to project level. Awareness includes the temporal and spatial effects of the globalised value chains we use. We use activities and incentives to help personnel rethink existing habits which impact Gülermak’s environmental and carbon footprint (e.g., car commuting). 

Gülermak strongly supports and handles Occupational Health & Safety (OHS) as a basic human right

Based on an understanding of the importance of human life and healthy environment as our basic principle; It is our primary objective to ensure safe and comfortable workplace, maximising safety and preventing near misses, injuries and occupational health problems as well as maintaining focus on continuous improvement of health and safety at work for all stake holders, employees, customers and neighbours.

In this context, our primary principles concerning OHS are the following:

Legal requirements shall strictly be monitored and fulfilled in all of our work places.

All of us, whatever our rank and status within company, shall be trained in occupational health and safety periodically in accordance with the regulations requirements and keep abreast with industry advances.

All staff will be made aware of the possible risks and will be responsible to take necessary actions for further identification, monitoring, elimination of hazards and limitation of the risks, as well as taking advantage of opportunities for improvement in this area. Each member of staff has stop-work authority, having the idea “if it is not safe, don't do it”.

We are committed to ensure the availability of all necessary resources in order to provide the healthiest and safest working environment with continuous improvement and further development of our OHS management system by ensuring the involvement of Top Management.

Communication, Consultation & Reporting

We believe, the achievement of highest standards in health and safety needs effective participation and consultation of employees in decision-making processes as part of the occupational health and safety management system by giving sense of personal responsibility to all employees. We promise to maintain open and effective communication with employees, clients, local communities, executive bodies and administrative authorities, including all stakeholders.

Gülermak encourages all employees to reserve time continuously to review the work place together with their colleagues, locate threats, discuss preventive and protective measures in the work place.

Any employee of Gülermak or its business association can report to head of the related business unit in case of breach or violation of:

• this policy;
• International and local health and safety legislations;
• Gülermak’s Health Safety procedures in force.

This is Gulermak’s Information Security Management Policy (hereinafter referred to as “the Policy”)  which outlines its management approach to the business critical subject of Information Security.  Compliance with this Policy is mandatory and will ensure that Gulermak will achieve its business objectives  , in compliance with relevant legislation , whilst mitigating the reputational risk arising from the deliberate or inadvertent release of business sensitive information.  

Gülermak provides construction and contracting services in many jurisdictions throughout the world.  and considers it crucial to maintain and develop an efficient, reliable, and high-performance Information Security Management System (ISMS).  The ISMS is a part of Gülermak’s Integrated Management System that is accredited to ISO9001, 14001 and 45001

Gulermak’s ISMS has been developed in accordance with the ISO/IEC 27001 standard and will enable Gulermak to achieve its  global aim to measure and verify its  commitment on the availability, confidentiality, and integrity of information, by relying on a business continuity and traceability process together with the interaction with the infrastructure of our suppliers, subcontractors, stakeholders, and employers. This covers the activities of tender preparation, authority and public information management, design, planning, and progress reporting. 

The key business objectives that Gulermak has used in the development of the ISMS are:

· We are committed to maintaining our information security while complying with the legal and regulatory requirements applicable to our business activities , contractual obligations, the requirements of the ISO/IEC 27001 standard, and any other applicable requirements. 

· We are committed to securing information against internal and external dangers that could possibly result in breaches of confidentiality, availability and integrity. Through the efficient management of our ISMS, we manage our, stakeholders’ and employers’ assets, and we minimise the risk of revealing information to unauthorised parties, protecting it against unauthorised modification,  theft or destruction. 

· We will continually improve our ISMS, by undertaking risk analysis, reviews, training and audits, and closing monitoring  our performance indicators. 

Every person who works for Gülermak is responsible for acting in accordance with the ISMS, monitoring compliance with the Policy at their premises, reporting any noncompliance and making suggestions to continually improve our ISMS. 

Gulermak’s Senior Leadership team is responsible for communicating and ensuring that everyone understands our Policy and related objectives.  The Senior Leadership team also ensures that the system which is established is planned, shared, and deployed efficiently by providing the necessary human, organisation and technical resources.

This Policy will be  reviewed at least annually to ensure its continuing validity but will be revised as often as may be appropriate.

Gülermak Heavy Industry Construction and Contracting Co. Inc. (“Gülermak") is leading engineering and construction company with over 60 years of experience across a range of international markets. All companies of Gülermak family share a mutual Code of Business Ethics, other policies, and procedures. These umbrella documents are delivered by the Executive Board of Gülermak. The principles of these policies and procedures are reflected in our vision and the development of our Supply Chain Policy (the “SCP”).

Every member of the Gülermak supply chain is expected to uphold the same high standards and values as the company itself. We extend our commitments, policies, and values to our entire supply chain and encourage our suppliers, providers, collaborators, contractors, and subcontractors (jointly “Supply Chain Partners”) to comply with the same commitments.

Gülermak is committed to the sustainable development of its activities, respect for the environment, good corporate governance, regulatory compliance, healthcare, the promotion of diversity and inclusion, respect for human rights and rejection of all forms of bribery and fraud. Our commitments rely heavily on our connection with our Supply Chain Partners. Gülermak uses a limited number of trusted long term strategic Supply Chain Partners to provide Goods, Services, Materials and Equipment to support its business activities.

Our goals is a collaborative, sustainable supply chain where our partners help us produce efficient, creative, and sustainable solutions.

Any new and/or additional Supply Chain Partners will be duly scrutinized as part of the supplier due diligence process. It is important to us that companies operating within our supply chain can be held accountable for their actions, which is why we conduct extensive due diligence before making any purchases.

The safe, effective, fair, and robust management of our supply chain is governed by the application of Gülermak’s formal, and integrated policy statements. The Supply Chain Partners are expected to adapt to the criteria outlined in the documents below:

Supply Chain Partners are expected to comply with current regulation and the fundamental conventions and recommendations of the International Labour Organization, and to also take proactive measures based on the:

• Adoption of the principles of the UN Global Compact for suppliers

All Supply Chain Partners must accept the General Contracting Terms in effect when the contract is awarded. This means that the supplier agrees to assume and fully respect the following Ten Principles of the UN Global Compact, regarding the tasks undertaken by its own personnel, as well as by subcontractors.

• To support and protect the protection of human rights
• To not be complicit in human rights abuses

• To uphold the freedom of association and the right to collective bargaining
• To eliminate forced and compulsory labour
• To abolish all forms of child labour
• To eliminate discrimination in respect of employment and occupation

• To support a precautionary approach to environmental challenges
• To promote greater environmental responsibility
• To encourage the development and diffusion of environmentally friendly technologies

• To work against corruption in all forms, including extortion and bribery

The ethical and sustainability requirements detailed in the preceding sections of this Policy are considered in Gülermak’s process of approving and assessing the risk of new suppliers.

During project execution, Gülermak will conduct performance evaluations of the main suppliers, as well as those classified as high risk. These evaluations help suppliers assimilate the expectations of Gülermak and the other Group companies in terms of responsible supply chain management.

Gülermak will transparently convey its commitments and expectations for the commercial relationship to its suppliers, based on the content of this Policy and any possible amendments.

Gülermak will also encourage the ongoing improvement of its suppliers. This approach includes the restitution and resolution of noncompliance instances and the improvement of supplier capacity.

Gülermak’s innovation capability is driven by our supply chain. Therefore, we work closely to support suppliers in establishing their new products and services. We do this by direct engagement, we do it in support of the Gülermak Academy, and we do it by supporting and leading on accelerators, including partnerships with our clients and partners.

Gülermak will evaluate its suppliers’ active compliance with this Policy and its possible amendments by means of prequalification assessment before any agreement and obtain their written consent that above mentioned policy and procedures are back-to-back understood and committed by the supplier. Moreover, Gülermak will also assess the implementation of those policy and procedures by the supply chain partners after their works are completed by a final evaluation and scoring of their performance in subject agreement

In the event a supplier does not comply with any of these policies, Gülermak may:

analyse the necessary corrective measures with the supplier and provide guidelines for improvement, or terminate the contract with the supplier without prejudice to any other right that may correspond, in accordance with the applicable contractual clauses or legislation, if the violations are repeated or particularly dire. Gülermak may also proceed to remove the supplier from the registry of approved suppliers.

Any possible breach of this Policy must be reported to Gülermak using the communication line enabled by Gülermak to facilitate the secure and confidential reporting of violations of its Code of Business Ethics or other Policies, this one included.

Gülermak provides construction and contracting services all over the globe.

Collaborative working in business activities is a core value in Gülermak and is recognized as essential in delivering projects to our customers, with the highest standard and excellent results.

Gülermak has established a set of objectives with the purpose of developing Collaborative Business Relationship:

· We are committed to the vision of consistently providing the best value for our business partners, customers, stakeholders, colleagues, supply chain, and the communities in which we operate.

· We are committed to consider the expectations of our partners, stakeholders and supply chain in the greatest regard, complying with the values and standards of Gulermak, and applicable requirements, always acting professionally in an open and honest manner.

· We are committed to maintain, review, and continually improve our business management processes for collaboration.

· We are committed to achieve all mutually agreed objectives with all those who have a business relationship with us.

This policy applies to all operations of Gülermak. Efficient and successful implementation of this policy requires the cooperation, commitment, and involvement of all employees of Gülermak.

This policy is reviewed at least annually to ensure continuing validity and revised as often as may be appropriate.

OGŁOSZENIE PLANU POŁĄCZENIA POPRZEZ UDOSTĘPNIENIE DO PUBLICZNEJ WIADOMOŚCI NA STRONIE INTERNETOWEJ SPÓŁKI

5 września 2022 roku

Zarząd spółek GÜLERMAK INVEST sp. z o.o. z siedzibą w Warszawie, przy ul. Grzybowskiej 80/82, 00-844 Warszawa, wpisanej do rejestru przedsiębiorców Krajowego Rejestru Sądowego prowadzonego przez Sąd Rejonowy dla m.st. Warszawy w Warszawie, Wydział XIII Gospodarczy pod numerem KRS 0000576334; PPP SOLUTIONS POLSKA 6 sp. z o.o. z siedzibą w Warszawie, przy ul. Grzybowskiej 80/82, 00-844 Warszawa, wpisanej do rejestru przedsiębiorców Krajowego Rejestru Sądowego prowadzonego przez Sąd Rejonowy dla m.st. Warszawy w Warszawie, Wydział XIII Gospodarczy pod numerem KRS 0000702646; MALLENA INVESTMENTS sp. z o.o. z siedzibą w Warszawie, przy ul. Grzybowskiej 80/82, 00-844 Warszawa, wpisanej do rejestru przedsiębiorców Krajowego Rejestru Sądowego prowadzonego przez Sąd Rejonowy dla m.st. Warszawy w Warszawie, Wydział XIII Gospodarczy pod numerem KRS 0000655365,

ogłasza poprzez udostępnienie do publicznej wiadomości, zgodnie z treścią art. 500 §2[1] kodeksu spółek handlowych, że w dniu 5 września 2022 roku został uzgodniony, przyjęty i podpisany, przez Zarząd łączących się spółek Plan Połączenia.

W załączeniu Plan Połączenia wraz z załącznikami w formacie pdf do pobrania.

OGŁOSZENIE PLANU POŁĄCZENIA POPRZEZ UDOSTĘPNIENIE DO PUBLICZNEJ WIADOMOŚCI NA STRONIE INTERNETOWEJ SPÓŁKI

5 września 2022 roku

Zarząd spółek GÜLERMAK INVEST sp. z o.o. z siedzibą w Warszawie, przy ul. Grzybowskiej 80/82, 00-844 Warszawa, wpisanej do rejestru przedsiębiorców Krajowego Rejestru Sądowego prowadzonego przez Sąd Rejonowy dla m.st. Warszawy w Warszawie, Wydział XIII Gospodarczy pod numerem KRS 0000576334; PPP SOLUTIONS POLSKA 6 sp. z o.o. z siedzibą w Warszawie, przy ul. Grzybowskiej 80/82, 00-844 Warszawa, wpisanej do rejestru przedsiębiorców Krajowego Rejestru Sądowego prowadzonego przez Sąd Rejonowy dla m.st. Warszawy w Warszawie, Wydział XIII Gospodarczy pod numerem KRS 0000702646; MALLENA INVESTMENTS sp. z o.o. z siedzibą w Warszawie, przy ul. Grzybowskiej 80/82, 00-844 Warszawa, wpisanej do rejestru przedsiębiorców Krajowego Rejestru Sądowego prowadzonego przez Sąd Rejonowy dla m.st. Warszawy w Warszawie, Wydział XIII Gospodarczy pod numerem KRS 0000655365,

ogłasza poprzez udostępnienie do publicznej wiadomości, zgodnie z treścią art. 500 §2[1] kodeksu spółek handlowych, że w dniu 5 września 2022 roku został uzgodniony, przyjęty i podpisany, przez Zarząd łączących się spółek Plan Połączenia.

W załączeniu Plan Połączenia wraz z załącznikami w formacie pdf do pobrania.