Code of Ethical Conduct

 

1. General

Introduction

• The ethical code outlines the Company’s policy regarding ethical business conduct and the principles guiding the activities of the Company’s employees and representatives.
• Each of the Company’s employees has an important role in maintaining a high standard of compliance with legal requirements, adherence to the ethical code, and the Company’s long-term sustainability.
• The Company’s management expects that senior office holders and other employees serving as managers in the Company will lead by example in personal commitment to the standards outlined in this code and in identifying signs of illegal or inappropriate conduct.
• The code of ethical conduct is not a contract and is not intended to serve as a comprehensive, detailed guide for all possible situations or to diminish the importance of the relevant laws and regulations not detailed in this ethical code. Therefore, in maintaining and implementing the principles of this ethical code, reasonable, appropriate judgment should be exercised, and it should be read and implemented alongside the relevant laws and regulations.
• The Company’s management expects that all employees will report any signs of illegal or inappropriate conduct.

Applicability and responsibility

• The ethical code of conduct applies to all managers, employees, and representatives of the Azorim Group (“the Company”).
• All the Company’s employees are required to read the code of ethics and behave according to it and the standards set forth therein.
• Any employee who fails to comply with the standards specified in this code shall bear the consequences prescribed by law or as determined by the Company, as applicable.
• The person responsible for implementing the Prevention of Sexual Harassment Law in the Company is the Human Resources Manager.

Objective

• The objective of the ethical code is to promote a culture of integrity, reliability, compliance with the law, and respect for the individuals with whom the Company’s employees come into contact.

Contents

• The code of ethical conduct includes the following issues:
• Compliance with legal provisions;
• Prevention of conflicts of interest;
• Competition and fairness;
• Protection of Company’s assets and ensuring the proper use thereof;
• Prohibition of insider trading;
• Company’s commitment as a public company;
• Commitment of Company employees to customers and business partners;
• Commitment of employees to each other;
• Reporting procedures for concerns.

2. Compliance with legal provisions

• All Company’s employees are required to respect the provisions of the law and fully comply with the provisions thereof in all places where the Company operates, and they are not authorized to violate any laws or professional rules applicable to the Company on behalf of the Company. This requirement includes, among other things, the timely, accurate, and complete submission of reports and documents to the public or government authorities as required.
• In any case, ignorance of the law is not an excuse or explanation for its violation. It is important and required that Company’s employees consult with their supervisors or with another suitable employee in the Company, including the Company’s legal advisor, on any relevant issue that arises.

3. Prevention of conflicts of interest

• Company’s employees are prohibited from engaging in any activity that may create or raise concerns about conflicts of interest between the interests of the Company and the employees’ personal interests, including those of their relatives or of anyone acting on their behalf, directly or indirectly. Company’s employees must refrain from any situation that may prevent them from fulfilling their duties in the Company properly and from fulfilling their obligations and responsibilities towards the Company in a matter-of-fact manner and to the best interest of the Company.
• A “conflict of interest” arises when the personal interests or activities of a Company’s employee, including those of their relatives or of anyone acting on their behalf, directly or indirectly, influence, impair, or in any way interfere with their ability to advance the Company’s interests exclusively, matter-of-fact, and in the best possible manner.
• This code provides several general guidelines, but employees are required to exercise discretion to avoid conflicts of interest that may have a negative impact on the Company or its business, whether or not specific rules apply to that situation, including by virtue of their employment agreement.
• Employees are required to disclose to the Company any situation that may cause unacceptable or inappropriate conflicts of interest concerning them personally or concerning other employees or other parties with whom the Company has business relations, as detailed in the section “Reporting procedures for concerns”.
• In general, Company’s employees must refrain from any private or personal activity, investment, or affiliation with individuals that may influence or appear to influence, harm or disrupt their ability to act in a matter-of-fact manner and to the best interest of the Company. It is forbidden for any Company’s employee to exploit their position in the Company for profit or personal benefit. For example, the following actions may be construed as actions creating a conflict of interest:
• When an employee of the Company causes the Company to do business with their relatives or friends or entities in which they have rights.
• When an employee of the Company works for a competitor of the Company or serves as a consultant or director.
• When an employee of the Company has an economic or other interest in suppliers, customers, or competitors of the Company.
• When an employee of the Company competes or plans to compete during their employment with the Company.
• When an employee of the Company exploits business opportunities of the Company to obtain a benefit for themselves or others.
• When an employee of the Company or their family member receives improper personal benefits from a supplier or customer as a result of the employee’s position in the Company, such as gifts, bonuses, or hospitality.
• Activities in conflict of interest may arise in many other cases. Since it is impossible to predict in advance every possible situation that may lead to a conflict of interest, all employees must demonstrate awareness of and sensitivity to this important issue. Sometimes, conflicts of interest may be subtle and not straightforward, so in any case of doubt, employees should consult with their supervisors or with the Company’s legal advisor.
• Any Company’s employee who encounters a situation or case of conflict of interest or concern about conflict of interest, whether between the Company’s interests and their personal interests or the personal interests of another employee, must immediately notify their supervisor or the appropriate employee in the Company or act in accordance with the instructions specified herein.

4. Competition and fairness

• The Company aims to improve its competitiveness, doing so with integrity and fairness.

Compliance with Business Restriction Laws.

• Employees are required to comply with the Business Restriction Law of 1968. Employees whose roles may involve exposure to the Business Restriction Law are responsible for familiarizing themselves with the law and consulting with the Company’s legal advisor if questions arise. Generally, this law prohibits or restricts selling products or services below cost, price fixing or other agreements with competitors to allocate or refer customers, any other harm to customers, “binding” agreements requiring a customer interested in purchasing a specific service or product to purchase additional products or services, artificial price maintenance, and other types of restrictive agreements or arrangements.

Fair Conduct.

• Employees of the Company must conduct themselves fairly towards all entities with which the Company maintains business relationships, including its suppliers, competitors, and their employees, and respect their rights. The Company is committed to competing on legal and ethical grounds. Employees of the Company are prohibited from using unfair or illegal means to obtain competitive information that is confidential or proprietary and owned by others. Employees are prohibited from disclosing confidential or proprietary information obtained through their work in previous workplaces.

Publicity.

• Company’s activities and various promotions, including comparative advertising with other entities, will be conducted fairly and in accordance with the law. In this regard, employees should be aware that conducting lotteries requires appropriate legal authorization.

5. Protection of Company’s assets and ensuring the proper use thereof

• Company’s assets are intended for the Company’s business purposes only, therefore:
• Every employee is personally responsible for using Company’s assets solely for legal purposes related to the Company and approved by the management. All employees must assist the Company in protecting its assets from misuse, theft, damage, or loss. Personal unauthorized or inappropriate use of Company’s assets is prohibited.
• Every transaction, by its nature, scope, and character, requires approval at the appropriate management level. No commitment should be made on behalf of the Company regarding a transaction with respect to the Company’s affairs, assets, or properties except through those authorized within the Company and in accordance with Company’s procedures, including the Company’s signature rights procedure as it may be from time to time.
• Each employee responsible for purchasing and selling assets on behalf of the Company, including those authorized to commit on behalf of the Company, must exercise the authority and responsibility granted to them reasonably and prudently and in accordance with the law and Company’s procedures, including the Company’s tender procedures in cases stipulated in the Company’s procedures, and refrain from overstepping the authorities and powers granted to them.

Communication.

• Each employee must exercise sound judgment and act with discretion in writing emails, memoranda, notes, and in all formal and informal communication related to Company’s matters. In communication regarding Company’s matters, inappropriate or insinuating comments regarding other individuals or companies, unprofessional language, and unauthorized financial, legal, or business statements should be avoided. Also, to prevent reliance on email messages, commitments on behalf of the Company should not be made through email before being approved by authorized Company’s managers.

Document retention.

• Company’s documents will be retained for at least seven years. The Company’s policy is not to destroy or alter papers or documentation (whether in paper form, email, or any other form) in response to or in anticipation of any legal proceeding or government investigation of any kind. Criminal liability may be imposed on anyone who:
• Damages, alters, destroys, interferes with, or hides documentation, papers, or any other object, or attempts to do so, with the intention of impairing its accessibility for use in a formal proceeding, or:
• Alters, covers up, forges, or makes a false registration, knowingly, in any documentation, paper, or object, with the intention of obstructing or blocking an investigation or the conduct of any matter by a government agency or bankruptcy court.

6. Prohibition of insider trading

• All Company’s employees, including employees with access to Company’s information, including financial results, work plans, various agreements, management and strategic decisions, information about Company’s developments, changes in its status, or expected developments or changes therein, or other non-public information about the Company that, if disclosed to the public, could cause a significant change in the Company’s securities price (hereinafter: “Inside Information”), must refrain from disclosing, using, or sharing it with any third party for any purpose, particularly for trading in Company’s securities, unless such use of the information is within the scope of the Company’s business activities and the recipient of the information has a duty of confidentiality towards the Company.
• Additionally, and for the sake of good order, all essential non-public information regarding the Company or third parties with whom the Company maintains business relationships should be treated as Inside Information. Essential information, as aforesaid, shall be deemed Inside Information unless disclosed properly to the public, for example by way of:
• Publication of periodic reports to the public or information disclosed in the Company’s financial statements;
• Submission of documents to regulatory authorities as required by law;
• Press releases;
• Meetings with representatives of the media and the public.
• The use of Inside Information for the purpose of executing a transaction in the Company’s securities or as providing “tips” to others, including consultations with others who may use it to execute a securities transaction, is not only unethical but also constitutes a criminal offense under securities laws. Any Company’s employee who violates the prohibition on the use of Inside Information may face penalties prescribed by law, including liabilities under civil law.
• To assist in complying with the provisions of laws prohibiting the use of Inside Information, the Company has adopted a detailed policy instructing employees how to trade in the Company’s securities. A document explaining this policy will be distributed to all Company’s employees as part of the Company’s procedures, and a copy of it will be available for review on the Company’s notice boards and with the Company’s legal advisor.

7. Company’s commitment as a public company

• As a public company whose stocks are traded on the Tel Aviv Stock Exchange, all employees must fully comply with the laws applicable to a publicly traded company, including, among other things:

Accuracy of records and reports.

• All financial and other business-related information relating to the Company must be accurately recorded. False or artificial information should not be recorded in the Company’s registration and reporting systems. All information relating to the Company must be reported honestly and accurately, both in internal lists and in information published to the public.

Prohibition on selective disclosure.

• In addition, securities laws prohibit selective disclosure of material non-public information to any person outside the Company in most cases (i.e., excess information). Therefore, every employee shall act to assist the Company in maintaining the confidentiality of all material non-public information, unless or until the Company publishes an immediate report or other official disclosure to the public.

Public information.

• Information is disseminated to the public by the Company only by authorized employees for this purpose. Employees are strictly prohibited from discussing financial, business, or other information about the Company with the media (except those employees who have received explicit authorization for this purpose), on any type of “notice board”, “chat room”, or similar forum on the Internet or elsewhere. Requests from the media, analysts, or shareholders concerning the Company should be forwarded to the CEO or CFO of the Company so that the professional team responsible for these matters can handle them.

Material events.

• According to the provisions of the law, a public company is required to promptly disclose to the public, as soon as it becomes aware, any event or matter that deviates from the regular corporate business, due to their nature, scope, or potential outcome, and which have or may have a significant impact on the Company, as well as any event or matter that is likely to significantly affect the price of the Company’s securities (“Material Event”). Therefore, Company’s employees are expected to report to their supervisor and the Company’s legal advisor of any such Material Event.

Prohibition on insider trading.

• For further details on this matter, see above.

8. Commitment of Company’s employees to customers and business partners

• As a leading entrepreneurial company with a reputation in real estate, Company’s employees are committed to excellence in service and performance for the Company’s customers, and to building collaborations with the Company’s business partners that create benefits for both parties.

Customer relationships.

• The Company’s policy is to build long-term relationships with its customers through the provision and delivery of the highest level of service as well as integrity in sales and marketing. Company’s employees will act in accordance with relevant laws and standards in the field of advertising. The Company’s policy prohibits any false or misleading statements about its competitors and the acceptance of improper benefits, bribes, inappropriate gifts, and anything else prohibited under the conflict of interest section of this code.

Protection of others’ information.

• Company’s employees are committed to safeguarding the confidential information of the Company’s customers and business partners, at least to the same extent they protect confidential information or information that is Company’s property. All employees will exercise discretion in restricting access to confidential information regarding the Company’s customers and business partners to those individuals in the Company who need such information to fulfill their duties.

Commitment to quality.

• The accumulated reputation and business stability of the Company depend on maintaining a high level of quality of the products and services the Company provides. Company’s employees are committed to providing products and services only in accordance with the procedures of registration, safety, quality assurance, and other procedures that the Company follows.

Business with third parties.

• Consultants, representatives, agents, distributors, subcontractors, and other business partners of the Company shall conduct business legally and ethically. To maintain the Company’s reputation, it is necessary to avoid business dealings with companies that violate the law or whose reputation may harm the Company’s business. The Company’s policy prohibits engaging agents or other third parties to perform actions that are not appropriate for the Company to perform under the detailed policy in this code.

9. Commitment of employees to each other

• The Company places the utmost importance on maintaining, encouraging, and nurturing proper working relationships among its employees. The working relationships among Company’s employees should be based on extensive professional cooperation whenever possible, contributing to the advancement of the Company’s goals. As part of this collaboration, Company’s employees are expected to conduct themselves with integrity, fairness, and professionalism towards their colleagues in the Company, including:

Respect for employees.

• Company’s decisions regarding human resources matters will be based on reasons related to the Company’s business, such as job performance, individual skills and talents, and other factors related to business.
• The Company’s policy requires compliance with all state human resources laws.
• The Company’s policy prohibits discrimination in all aspects of employee hiring, based on race, color, religion, gender, sexual orientation, marital status, ethnicity or national origin, disability, or age, in accordance with their meaning in relevant laws.

Prohibition of abusive or harassing behavior.

• The Company’s policy prohibits abusive or harassing behavior by employees towards others, such as unwanted sexual advances, comments based on ethnic, religious, or racial characteristics, or any other non-business-related behavior or comment that causes discomfort to others in their work with the Company.
• The Company’s policy is to provide its employees, of both genders, with a pleasant and protective work environment, free from sexual or other harassment, to prevent abuse of authority, and to promote gender equality in the workplace.

The Company encourages employees to report any harassment or inappropriate behavior immediately upon its occurrence. Sexual harassment is an affront to an individual’s dignity and privacy, to gender equality, to working relationships, and to the workplace atmosphere, and is contrary to the Company’s policy. Beyond the harm to the work environment, sexual harassment is a criminal offense. Employees are required to act in accordance with the Company’s policy on this matter, in accordance with the Prevention of Sexual Harassment Law, 5758-1998, and in accordance with the Company’s Prevention of Sexual Harassment Regulations, which are available on the Company’s notice boards.

Health and safety.

• Employees shall maintain a healthy, hygienic, and safe work environment, and shall immediately report any hazardous conditions or materials, injuries, and accidents related to the Company’s business.
• The Company is committed to compliance with safety laws and procedures, including fire protection and procedures promoting cleanliness and hygiene in the workplace.
• Employees are prohibited from working under the influence of substances that may endanger the safety of others.
• Any form of threat, violence, or intimidation is prohibited.

10. Reporting procedures for concerns

Where to direct questions?

• If an employee has questions regarding this code or concerns about any matter mentioned therein, they should discuss it with their manager or immediate supervisor. If the employee is unwilling to speak with their manager or immediate supervisor on the subject, they may contact the Company’s CEO, HR manager, legal advisor, or any member of the management.

Concerns raised in good faith are protected.

• The Company’s management encourages all employees to report any concerns relating to others in the Company engaging in illegal or unethical activity related to the Company’s business. The Company’s management will not retaliate against employees who report their concerns in good faith.
• Additionally, the Company will not terminate, or otherwise discriminate against or harass, an employee for taking lawful action the purpose of which is providing information or assisting in an investigation, whether by a functionary in the Company or by any governmental or civil entity, regarding violations of relevant securities laws or any other relevant laws.

Whom to report concerns to?

• Any employee who wishes to report or discuss a problem related to the Company or concerning the issues detailed in this code should promptly contact their direct manager or report it to the Company’s HR manager or legal advisor.
• If an employee wishes to report any issue anonymously, they may do so, and the Company will maintain the confidentiality of the report to the extent possible in accordance with relevant laws. Reports intended to be confidential should be submitted in writing, by mail or email, without indicating a name or address, and addressed to the Chairman of the Audit Committee of the Board of Directors. Contact details can be found on the Company’s website.

11. Employee statement on the code of ethics

• Every employee of the Company may review the code of ethics at any time.
• Every employee of the Company shall declare in writing that they have read, understood, and undertake to comply with the provisions of the code.
• The employee’s statement shall be kept in their personal file.

12. Track of changes:

Date                      Nature of change             Change made by               Approved by

June 2012            Writing Procedure           General Manager