I. About the Code of Conduct
A. Objectives and Scope of Our Code
B. Seeking Advice and making Reports
C. Consequences
II. General Principles and Reponsibilities
III. Relations with Employees / Work Environment
A. Prohibition of Discrimination or Harassment
B. Safe Work Environment
C. Protection of Employee Privacy
IV. Protecting Confidential Information
A. Third-Party Information
B. Confidential Information and intellectual Property
C. Insider Information
V. Conflicts of Interest
A. Financial Interests
B. Gifts and Entertainment
C. Outside Business Activities and Family Members
VI. Legal Compliance
A. Anti-Corruption and Anti-Bribery
B. Protection of Data
VII. Whistleblowing

I. ABOUT THE CODE OF CONDUCT

As a results-oriented service company operating at the juncture of politics, the economy and society at large, it is paramount that Mastermind comply with all legal requirements governing or touching upon our professional activities, and that we adhere to generally accepted ethical and moral values. Mastermind strives to retain and foster a positive image of the public affairs sector and the benefits that come with it. We therefore believe that unconditional integrity, transparency and honest conduct in our relations with employees, business partners and clients are indispensable values. Compliance with this Code of Conduct therefore helps to safeguard and strengthen our position as a
reliable, responsible and competent service provider and provides valuable assistance to our employees in maintaining their respectful and inspirational spirit.

A. OBJECTIVES AND SCOPE OF OUR CODE

This Code of Conduct applies to all Mastermind employees. We also expect our business partners and clients to uphold the same standards. Mastermind is subject to various social, political and legal norms. Since transparency, integrity and ethical conduct in its daily business is a constant goal of Mastermind, the provisions of this Code of Conduct go beyond pure legal requirements in order to comply with these various norms, and Mastermind expects all of its employees to observe the Code of Conduct and its spirit and intent at all times. This Code of Conduct is also meant as a tool and guide for sound decisions in complex situations. It is, however, not designed to address every situation or adverse event that may occur. The Code of Conduct can be revised any time to reflect changes in applicable law, practice or experience.

B. SEEKING ADVICE AND MAKING REPORTS

It is the responsibility of each employee to ensure compliance with the Code of Conduct. In interpreting the rules of the Code of Conduct, employees must also be guided by common sense and an understanding as to whether a specific course of action could give rise to criticism on the basis of reasonable ethical and moral standards. If a Mastermind-employee ever feels uncertain about how to handle a situation in accordance with this Code of Conduct, they should ask their Managing Director. Whenever Mastermind-employees perceive a violation or a potential violation of the Code or its principles, Mastermind-employees are required to report this event (pls. refer to section VII. regarding Whistleblowing).

C. CONSEQUENCES

A violation of applicable laws or the Code of Conduct not only has the potential for reputational and financial damage to Mastermind but may also have serious consequences for employees and Mastermind’s officers, including claims for damages and criminal proceedings. Mastermind-employees will also be subject to disciplinary action, and some violations may warrant a summary dismissal.

II. GENERAL PRINCIPLES AND REPONSIBILITIES

It is part of Mastermind’s business policy to carry out all company activities in accordance with the letter and spirit of applicable legal requirements and therefore keep high standards of business ethics. Therefore, within the context of their employment, all employees of Mastermind must stringently heed all applicable legal requirements and general provision stipulated by business policy. In addition to compliance with legal requirements, the basic values to be observed by Mastermind’s employees and partners as part of Mastermind’s business policy comprise:

• moral integrity, personal honesty, and correctness of internal and external relations;
• transparency towards the market, shareholders and stakeholders, in particular towards those individuals, groups or institutions whose interests are directly or indirectly affected by the respective activities;
• – responsibility vis-à-vis the community, whose interests can be affected by Mastermind’s business activities;
• sustainable development and protection of health, safety and the environment;
• respect for and promotion of employees;
• diversity and inclusion;
• respect and protection of human rights;
• social commitment.

Mastermind believes in the quality of its services and in the competence of its employees. It is therefore our conviction that we can successfully compete on the merits of our services, and we wish to avoid even the appearance of improper conduct in our business activities and communications with other parties. However, Mastermind also does business with clients domiciled or headquartered in countries other than Austria, and these countries may have their own rules and regulations. It might therefore be required from time to time that Mastermind-employees also comply with foreign legislation.

III. RELATIONS WITH EMPLOYEES / WORK ENVIRONMENT

A. PROHIBITION OF DISCRIMINATION OR HARASSMENT

Mastermind prides itself on its talented workforce and knows its future depends on finding and retaining the most competent people possible. Regardless of gender, age, race, health, national origin, political or religious belief, or sexual orientation, Mastermind wants to work with the best people and offers equal opportunities, fostering diversity and inclusion, and ensuring that everyone enjoys equal treatment based on skills and abilities, without any type of discrimination. Accordingly, Mastermind will not accept or tolerate any form of discrimination based on the foregoing or any other criteria that could interfere with an individual’s rights and freedoms. This shall apply throughout every level of organization. Mastermind is committed to safeguarding the moral integrity of its employees and guarantees respectful working conditions and personal dignity to its employees. Mastermind condemns discrimination and all forms of harassment in work relationships (in particular intimidation, hostility, isolation, undue interference or conditioning, or sexual harassment), and we strive to maintain a work environment where all employees are respected, free of discrimination and harassment. If a Mastermind employee observes or experiences discrimination or harassment and the issue cannot be solved with the other person involved, that employee shall report it immediately to enable Mastermind to find a solution.

B. SAFE WORK ENVIRONMENT

Mastermind is committed to risk prevention for humans and the environment in compliance with applicable laws and regulations. In relation to its activities, Mastermind endeavors to offer working conditions that are appropriate from a health and safety standpoint, and we are committed to disseminating and consolidating a culture of workplace safety, by developing the awareness of risks and using all of the necessary resources to guarantee the safety and health of our employees. In order to provide a safe and productive work environment, it is essential that Mastermind’s employees are focused while on the job. Therefore, Mastermind employees may not possess, use, or sell illegal drugs on Mastermind’s property or while on the job (including traveling for work). No employee of Mastermind shall work while under the influence of alcohol or other perception-altering substances. If a Mastermind employee observes another employee violating these principles, that employee has an obligation to report such conduct immediately.

C. PROTECTION OF EMPLOYEE PRIVACY

Mastermind respects the privacy and dignity of its employees and safeguards the confidentiality of employee records. Mastermind only collects and retains personal information to support functions and purposes which are in accordance with applicable law, including compensation, payroll and benefits. Mastermind is committed to protecting personal data concerning its employees and preventing the improper disclosure or inappropriate use of personal data and expects the same from its employees.

IV. PROTECTING CONFIDENTIAL INFORMATION

A. THIRD-PARTY INFORMATION

The nature of our work often gives us access to confidential information that is not available to the public. We may become aware of confidential information while serving our clients or having access to intellectual property and other sensitive information, including client lists, contacts, proprietary tools, and trade secrets. Mastermind-employees must never share non-public information of (current or former) clients, public officials or any other business associates with a third party or with any colleague who does not have a business need to know. Mastermind employees must not use or exploit the confidential information of a client in any way except for the purpose of performing our services for that specific client. Mastermind-employees must be careful not to accidentally disclose confidential information. In case of accidental disclosure, they must immediately contact their Managing Director.

B. CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY

Mastermind’s intellectual property and confidential information are valuable assets. Mastermind’s employees must therefore take all reasonable steps to maintain the secrecy of that property and information. Confidential and sensitive information cannot be shared outside the company without prior consultation and approval of the employee’s Managing Director or another person or department specifically delegated for issues of confidentiality by Mastermind. Confidential information may only be disclosed to third parties if the other party has a legitimate interest in such information and is under a legally binding obligation to treat such information as confidential (either under applicable law or based on the terms of a confidentiality agreement), or if the disclosure of the information is mandated by law. When in doubt as to whether information is confidential or sensitive, a Mastermind-employee has an affirmative obligation to find out the exact nature of the information before disclosing it. The first step in clarifying is to seek guidance from the Managing Director. If a Mastermind employee observes another employee mishandling or exploiting Mastermind property or disclosing information in violation of this Code of Conduct, that employee must report the questionable conduct (pls. refer to section VII. regarding Whistleblowing).

C. INSIDER INFORMATION

As part of our services, employees will often get access to sensitive, non-public information of our clients or other companies, such as information about new product development, registration, releases, management changes, financial data, etc. Employees may not use or share such information for stock trading or any purposes other than the business purposes of Mastermind. It is not only unethical and dishonest to act on and seek personal gains from inside information, but it is also illegal. Even accidental disclosure can prompt civil lawsuits and criminal proceedings.

V. CONFLICTS OF INTEREST

Conflicts of interest have the ability to interfere with an employee’s focus and contribution to the activities of Mastermind. Mastermind’s employees must work effectively and objectively towards the goals of Mastermind and make decisions strictly on the basis of Mastermind’s and its clients and other stakeholders’ best interests. Any activity that distracts an employee from their job may create a conflict of interests. Accordingly, Mastermind-employees must not, even outside their professional activity, behave or operate in such a way that could lead to a conflict of interest and/or amount to conduct that is in competition with Mastermind, or which could interfere with their own capacity to take decisions in an impartial manner in the performance of their duties. Mastermind employees are required to avoid potential conflict of interest situations and refrain from taking personal advantage – either directly or through third parties – of business opportunities of which they have become aware during the performance of their duties. In case that there might be a conflict of interest, Mastermind-employees should disclose the issue and seek guidance from their Managing Director in order to find a solution that is in the best interest of Mastermind and the employee.

A. FINANCIAL INTERESTS

In general, Mastermind respects and acknowledges its employees’ rights to manage their personal finances. However, taking or having a significant financial interest in clients, business partners or competitors, including, but not limited to, the purchase of a direct or indirect financial investment in such company may improperly influence the functioning at Mastermind. Mastermind therefore reserves the right to randomly require the disclosure of employees’ stock portfolios or, at Mastermind’s discretion, to require a conformation that an employee’s ownership of a stock portfolio does not violate the provisions of this Code of Conduct.

B. GIFTS AND ENTERTAINMENT

In general, Mastermind-employees must not accept, request, or accept a promise for any gift, whether in money or in kind. Even where it is customary to offer gratuities or gifts as a mark of courtesy, these must be of an appropriate nature and must not be contrary to applicable legal provisions. They must not, under any circumstances, be such that they may be construed as a request for favors in exchange. With regard to unauthorized gifts, gratuities or benefits, Mastermind- employees have an obligation to report to their Managing Director any such gift or expenditure they have received from a third party or have given to a third party (including e.g., meals, entertainment, etc.). This will allow Mastermind to evaluate whether the gift has the potential to create a conflict of interest or even results in a violation of applicable law.

C. OUTSIDE BUSINESS ACTIVITIES AND FAMILY MEMBERS

In general, outside business or professional activities are not compatible with a job at Mastermind. Employees must also not hold a position on the management or supervisory board of a client, supplier, or competitor, or accepting any secondary employment with, or engaging in any (employed or selfemployed) activity for a client, supplier, or competitor. Mastermind-employees are also prohibited from any political activity, whether directly for any of the political parties or indirectly through civic or activist organizations, and regardless whether paid or voluntary. Mastermind-employees have an obligation to disclose any such outside activity or position, and also disclose such activity or position if performed by a family member. Family member means any spouse, domestic partner, parents, siblings, children, any other relative who resides in the same household and any other familial relationship that could create the appearance of a conflict.

VI. LEGAL COMPLIANCE

A. ANTI-CORRUPTION AND ANTI-BRIBERY

Mastermind is committed to honesty and fairness and supports and complies with all applicable anticorruption laws. Mastermind-employees must therefore not, under any circumstances, offer, authorize, request or receive bribes or kickbacks or any other improper or unlawful payment for the purpose of obtaining or retaining business or for any other reason related to Mastermind’s business. No one at Mastermind must ever accept, give, offer or promise anything of value that could be interpreted as an attempt to improperly influence a commercial transaction or governmental action. Violating anti-corruption laws is a serious offense and can result in significant penalties and criminal prosecution. Operating with integrity also applies to our dealings with public officials. Mastermind-employees must not make, promise or authorize payments or the giving of anything of value, directly or indirectly, to any public official under any circumstances. Please bear in mind that the term “public official” is rather broad and includes employees of government agencies and state-owned entities, any person acting in an official government capacity, employees of joint ventures in which the government is a partner, a political appointee, and family members of such public officials.

B. PROTECTION OF DATA

Protection of the privacy and personal data of Mastermind’s clients, employees and business partners is not only mandatory under applicable legislation (Austrian Data Protection Act; EU-General Data Protection Regulation – “GDPR”), but also an important element of Mastermind’s values. Therefore, Mastermind-employees shall handle personal data with care and safeguard and protect such information to ensure it is not lost, misused, accessed without authorization, disclosed, altered or destroyed. If a Mastermind-employee gains knowledge of a co-worker mishandling or exploiting personal data, such conduct must be reported. If individuals claim rights in respect of their personal data processed by Mastermind, in particular (i) appeals in respect of alleged breaches of data protection provisions, (ii) objections, or (iii) requests for access, rectification, erasure or restriction of processing,
Mastermind employees must immediately inform the Mastermind-management in order to ensure a lawful, timely and appropriate reaction of Mastermind.

VII. WISTLEBLOWING

In case of problems or alleged violations of applicable law or of this Code of Conduct, Mastermindemployees are encouraged and requested to immediately report and ask for support. Any reports may be made to the immediate superior or to the management, either orally or in writing. Superiors and members of the management will treat any report confidential, and Mastermind will investigate the relevant facts and find a solution that is appropriate to the situation. Employees, superiors and members of the management are instructed to treat seriously any requests for assistance, concerns or reports of employees, and to foster an environment in which employees are encouraged to raise any concerns and ask for help. Mastermind will protect anyone who speaks up in good faith against any sanctions, retaliations or disadvantages whatsoever: Anyone who, in good faith and under observance of reasonable diligence, reports potential problems or violations, need not fear any negative consequences on the part of Mastermind.
Acts of Retaliation or reprisals whatsoever by third parties, including colleagues, superiors or business partners, that are directed against someone who diligently and in good faith reports potential problems or violations, will not be tolerated by Mastermind, but appropriately sanctioned in accordance with applicable law. Anyone who, in contrast, abuses the trust of their colleagues, superiors and the management and knowingly reports false allegations will face appropriate sanctions and negative consequences in accordance with applicable law.