Ethics and Anti-bribery guidelines

Nextcloud GmbH’s Board of Directors has endorsed these Ethics and Anti-Bribery Guidelines (the “Guidelines”) for all personnel, including employees, directors, officers, crew, and agents (“Personnel”).

I. INTRODUCTION

All Personnel are expected to conduct business for the Company with integrity and adherence to legal and ethical standards.

1. Honesty and Integrity Personnel must engage in all business dealings honestly, ethically, and fairly, avoiding manipulation, concealment, or abuse of information. No Employee, in conducting company business, shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice. Honesty entails transactions free from fraud or deceit, while ethical conduct conforms to professional standards.
2. Conflict of Interest Conflicts of interest may arise when Personnel’s private interests clash, or appear to clash, with those of the Company. Personnel must not exploit their position for personal gain. Any actual or potential conflicts of interest should be promptly disclosed to management or legal counsel.
3. Bribery The Company strictly prohibits illegal payments, bribes, or kickbacks to influence business transactions or government decisions. Personnel must avoid any payments that could be perceived as improper, whether directly or indirectly. The Company strives to only work with reputable partners and providers and conducts due diligence on third parties to mitigate bribery risks.
4. Compliance with laws and regulations Adherence to all applicable laws, regulations, and Company policies, particularly in accounting and auditing matters, is mandatory. Personnel should seek guidance from the Company’s legal counsel if unsure about compliance.

Non-compliance may lead to criminal or civil penalties and disciplinary action, including termination.

All employees must acknowledge that they have read and comprehended the Code, and they commit to adhere to its provisions on an annual basis.

II. CONFLICTS OF INTEREST AND ETHICS

1. Corporate Opportunities Personnel must prioritize the Company’s interests over personal gains and refrain from exploiting corporate opportunities for personal benefit.
2. Asset Protection All Company assets must be used solely for legitimate business purposes. Should any employee observe instances of theft, waste, or misuse of Company assets, they are required to promptly report such incidents to their respective manager.
3. Confidentiality Personnel must maintain the confidentiality of Company information, refraining from unauthorized disclosure. This includes items like non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions as well as data that falls under personal data privacy compliance regulations.
4. Securities Trading and reporting Trading in Company securities is subject to strict guidelines, including blackout periods and prohibition of trading with material non-public information. Employees are accountable for ensuring that Company reports are comprehensive, accurate, and compliant with regulations. They must not manipulate financial records and should promptly correct any inaccuracies.
5. Corporate communications Only specific employees are authorized to communicate with the news media, securities analysts, and investors on behalf of the Company. Any inquiries from regulatory authorities or government representatives should be directed to the relevant manager. Employees who encounter media inquiries during work should refrain from commenting on rumors or speculation concerning the Company’s activities.
6. Safety, health and environmental policy The Company prioritizes health, safety, and environmental protection, conducting operations to safeguard its employees, customers, the public, and the environment. Adherence to all relevant laws and regulations ensures environmental and personnel safety. Employees are expected to align their behavior with this policy, promptly reporting any deviations or suspected violations.

III. ANTI-BRIBERY POLICY

1. Anti-Bribery Law Personnel must comply with international anti-bribery laws, refraining from offering or accepting bribes in any business dealings, particularly with government officials and their family. The definition of bribes extends beyond cash, including commissions, waivers, discounts, promotions, gifts, reimbursements for travel or entertainment and more.
2. Exceptions to Bribery Prohibitions Relief from anti-bribery laws is limited. Employees must contact the legal department before acting if they believe their conduct falls under these exceptions:

• Routine Government Payments: Permissible fees for government services, but avoid excess payments.
• Bona Fide Business Expenditures: Payments for legitimate business purposes must be necessary and reasonable.
• Local Law: Payments lawful under the official regulations of the official’s country.
• Gifts, Entertainment, and Hospitality: Acceptable within reasonable bounds and must have a transparent business purpose. Be cautious with large-value gifts to prevent bias or expectations of special treatment. Consult management or the legal department for clarification.
• Facilitation payments. These are small payments made to expedite routine government actions in accordance with local customs. The Company discourages facilitation payments where legal and strictly prohibits them where unlawful. For clarification, consult the Company’s legal department.

1. Recognizing Red Flags Personnel should be vigilant for suspicious payment patterns, unusually high commissions, or lack of transparency in expenses, which may indicate corrupt activity.
2. Accounting & Record Keeping The Company mandates timely and accurate recording of all financial transactions, ensuring compliance with accepted accounting standards to prevent illicit transactions like kickbacks and bribes.

Internal controls assure that:

• Transactions align with management’s authorization.
• Records enable preparation of financial statements as per accounting principles and maintain asset accountability.
• Access is granted per management authorization.
• Asset accountability is periodically reconciled and discrepancies addressed.

Employees must adhere to accounting standards, refraining from establishing undisclosed accounts or making false entries in Company records.

IV. GENERAL TERMS

1. Waivers of the Guidelines are rare and require approval from the Audit Committee, with disclosure by the Company.
2. Reporting Personnel must report any misconduct or suspected violations to the Audit Committee or legal counsel. The Company prohibits retaliation against whistle blowers.
3. Corporate Complaints Procedure The Company provides channels for reporting suspicious activities confidentially. Upon receiving reports, the Company will investigate promptly and take appropriate action.

Each manager is responsible for enforcing the Guidelines within their area of supervision. Compliance with applicable laws and the Guidelines is the responsibility of every Employee.

By endorsing these Guidelines, all Personnel commit to upholding the highest standards of ethics and integrity in all Company activities.