Code of Conduct

1. Purpose

This Code helps everyone who works at Green Earth to act professionally and with integrity. It sets out how we behave towards each other, customers, business partners and shareholders.

The Code contains minimum rules and standards of conduct. Working at Green Earth means that you know this Code and comply with it.

No code can cover every situation. Where this Code does not cover a situation, act as far as possible in line with its purpose and intent. Stay professional and use your judgement. If you have a question or are in doubt, contact your direct line manager or the Compliance Officer.

2. Scope

This Code applies to everyone who works at Green Earth Group N.V. (the "Company") or at a company that belongs to its group. This includes all employees, members of the Board and officers.

It also applies to everyone who acts for or on behalf of Green Earth, including contractors, field officers, agents, consultants, temporary staff and other third parties. The Company makes this Code part of their engagement.

Suppliers and other business partners are not bound by this Code itself. Green Earth requires them to meet the standards in the Responsible Business Partner Policy, which sets out what Green Earth expects of its suppliers, and to confirm this in writing or in their contract.

Compliance with this Code is mandatory.

3. Definitions

• Board: the management board of the Company, made up of executive directors and non-executive directors. The Company has a one-tier board; it has no supervisory board.
• Chair of the Board: the non-executive director who chairs the Board.
• Confidential adviser: a person (vertrouwenspersoon) whom the Company makes available to listen to, advise and support anyone within the scope of this Code who has experienced or witnessed undesirable behaviour or has an integrity concern. The confidential adviser does not investigate and treats every conversation in confidence.
• FPIC: free, prior and informed consent: the consent of a community or land user, given freely, before an activity starts, on the basis of full and understandable information.
• Green Earth: the Company and the companies that belong to its group.
• Undesirable behaviour: behaviour that is not permitted under this Code, such as discrimination, harassment (including sexual harassment), aggression and violence.

4. Communication and conduct

4.1 Respect for each other

Rule: Treat each other and others with respect. Undesirable behaviour, such as discrimination, harassment (including sexual harassment), aggression and violence, is not permitted.

In practice:

• Value your colleagues and others, and treat them with respect.
• Make sure you do not behave in an undesirable way.
• Respect other people's personal space.
• Avoid situations that could come across as inappropriate.
• Speak to others about undesirable behaviour.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

4.2 Managers

Rule: Managers set a good example and refrain from undesirable behaviour.

In practice, as a manager:

• Set a good example: be open and act with integrity.
• Encourage open communication.
• Speak to others about undesirable behaviour and about acting in breach of this Code.
• Make sure you do not behave in an undesirable way.
• Respect other people's personal space.
• Avoid situations that could come across as inappropriate.
• Where necessary, report undesirable behaviour to the Compliance Officer.

4.3 Customers and business relations

Rule: Deal with customers and business relations professionally and with integrity.

In practice:

• Be professional and businesslike with customers and business relations.
• Share confidential information only with colleagues who need it to do their work.
• Follow Green Earth's guidelines on communication, such as the guidelines on corporate identity and press releases.
• Make objective and transparent decisions.
• Report any possible conflict of interest to your direct line manager or the Compliance Officer.
• Do not take part in price agreements.
• Where necessary, report undesirable behaviour to the Compliance Officer.

4.4 Public statements and social media

Rule: Do not make statements that could harm Green Earth, its customers or its business relations, for example on social media.

In practice:

• Think about the possible consequences of what you say or publish on social media.
• If you are in doubt about a statement, do not make it, or discuss it with your manager first.
• Remember that what you publish on social media stays public for a long time.
• Do not share confidential information, such as photos and designs.
• Prevent damage to Green Earth's reputation.
• Where necessary, report undesirable behaviour to the Compliance Officer.

5. Protection of information

5.1 Green Earth information

Rule: Protect Green Earth's confidential and sensitive information.

In practice:

• Do not leave confidential or important information unattended.
• Avoid storing Green Earth data on your personal devices, such as your own computer, laptop or phone.
• Lock your mobile devices.
• Lock your computer when you leave your workplace.
• Handle access rights to data with care.
• Keep confidential or sensitive information in a secure, locked place.
• Make sure printed information is shredded after use.
• Report theft or loss to your direct line manager.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

5.2 Information of customers and business relations

Rule: Protect the confidential and sensitive information of customers and business relations.

In practice:

• Do not leave confidential or important information unattended.
• Comply with the security arrangements agreed in the contract.
• Where the contractual security arrangements are less strict than the security standards for Green Earth information, apply the standards for Green Earth information.
• Use personal data only when you are authorised to do so, and only to the extent your role allows.
• Keep confidential or sensitive information in a secure, locked place.
• Make sure printed information is shredded after use.
• Report theft or loss to your direct line manager.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

5.3 Personal data

Rule: Handle personal data lawfully, carefully and only for the purpose for which it was collected, in line with the General Data Protection Regulation (GDPR).

In practice:

• Collect only the personal data you need for your work, and use it only for that purpose.
• Do not share personal data with anyone who has no need or right to see it, inside or outside Green Earth.
• Take extra care with the personal data of farmers, community members, investors and colleagues.
• Do not keep personal data longer than necessary.
• Report a suspected data breach immediately to your direct line manager or the Compliance Officer, so that the Company can meet its legal deadlines.

The Privacy Notice explains how Green Earth processes personal data and what rights people have.

5.4 Responsible use of IT and AI

Rule: Use Green Earth's IT systems and artificial intelligence (AI) tools responsibly, securely and only for business purposes.

In practice:

• Use only the systems, accounts and tools that Green Earth has approved, and protect your passwords and two-factor authentication.
• Do not put confidential information, inside information or personal data into an AI tool or other external service that Green Earth has not approved for that use.
• Check the output of an AI tool before you use it. You remain responsible for what you produce, send or publish.
• Do not use AI to create misleading content, or content that presents itself as the work or words of a real person without their consent.
• Report a security incident, a phishing attempt or a lost device immediately to your direct line manager.

6. Bribery, corruption and fraud

6.1 Bribery and corruption, gifts and invitations

Rule: Bribery and corruption are not permitted. Do not accept gifts or invitations if you know or suspect that doing so would harm the reputation of Green Earth or your own reputation.

In practice:

• Think about the possible consequences of what you do.
• Show appreciation to business relations in an appropriate way.
• Do not offer money, goods, services or favours to achieve a business result.
• Do not encourage others to use their position to give Green Earth an improper advantage.
• Make sure your colleagues know that bribery and corruption are not permitted.
• Prevent damage to Green Earth's reputation.
• Report doubts to your direct line manager.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

The detailed rules on bribery, corruption, gifts, invitations and hospitality are set out in the Anti-Corruption and Anti-Bribery Policy. Follow that policy.

6.2 Fraud

Rule: Do not commit fraud, and do not take part in fraud, money laundering or deception.

In practice:

• Make sure you do not become involved in fraud, money laundering or deception.
• Do not falsify documents.
• Do not share confidential or sensitive information.
• Do not profit from confidential information. The Insider Trading Regulations also apply.
• Use personal data only when you are authorised to do so, and only to the extent your role allows.
• Report unusual transactions to your direct line manager or the Compliance Officer.
• Report fraud or money laundering, or a suspicion of it, to your direct line manager or the Compliance Officer.

6.3 Fair competition

Rule: Comply with the rules on fair competition, including laws and regulations.

In practice:

• Make sure you do not become involved in unfair competition.
• Do not make market agreements, such as price agreements, with competitors.
• Consult the Head of Legal before you make unusual arrangements with customers or business relations.
• Do not share confidential information with a competitor.
• Do not use a competitor's confidential information if you have no right to it.
• Report unusual transactions to your direct line manager or the Compliance Officer.
• Report unfair competition, or a suspicion of it, to your direct line manager or the Compliance Officer.

6.4 Sanctions and money laundering

Rule: Do not do business with sanctioned persons or in breach of sanctions, and do not let Green Earth be used for money laundering or terrorist financing.

In practice:

• Follow the customer and counterparty checks (know your customer) and sanctions screening set out in the Anti-Corruption and Anti-Bribery Policy, including for buyers of carbon credits.
• Do not accept or make payments in cash, through unknown third parties or to accounts in a name other than that of the counterparty.
• Do not split payments or transactions to avoid a check or approval.
• Report unusual transactions, unclear sources of funds and possible sanctions matches to your direct line manager or the Compliance Officer before you go ahead.

7. Human rights and communities

Rule: Respect human rights, the rights of workers and the rights of the communities and land users with whom Green Earth works.

In practice:

• Never use, or accept from a business partner, child labour or forced, bonded or compulsory labour, including human trafficking.
• Respect land rights and customary tenure. Do not start or change an activity on land unless the right to use it has been established.
• Obtain the free, prior and informed consent (FPIC) of affected communities and land users before an activity starts where Green Earth's procedures or the applicable standard require it, and respect a refusal.
• Give farmers and community members clear and honest information, in a language they understand, about what Green Earth offers and what it asks of them.
• Never exploit or abuse a community member. Sexual exploitation and abuse, and any request for sex, money, favours or labour in return for help, a payment, a job or participation in a programme, are strictly prohibited.
• Take particular care with children and vulnerable people. Do not be alone with a child in a situation that could put the child at risk.
• Report any concern about the safety or treatment of a community member immediately to your direct line manager, the Country Director or the Compliance Officer. Community members can use Green Earth's grievance route and the Complaints Policy.

8. Integrity of credits, claims and project data

Rule: Be accurate and honest in every environmental claim and in all project data, monitoring and reporting.

In practice:

• Make an environmental claim only if it is accurate, specific and supported by evidence. Do not overstate impact, and do not present an expected result as an achieved one.
• Do not greenwash: do not use words, images or figures that could give a misleading impression of the environmental or social benefit of Green Earth's work or of a customer's purchase.
• Record project, farmer, planting, monitoring and carbon data truthfully and completely. Never invent, alter, copy or back-date data, measurements, photos, signatures or records.
• Follow the applicable methodology, standard and procedure for monitoring, reporting and verification, and cooperate openly with auditors and verifiers.
• Do not sell, promise or claim the same carbon credit or impact more than once.
• Follow the Environmental Policy for claims about Green Earth's environmental impact.
• Report any data or claim you believe is wrong to your direct line manager or the Compliance Officer.

9. Shareholders, disclosure and records

Rule: Treat inside information with care, let only authorised people speak for the Company, and keep accurate books and records.

In practice:

• The Company is listed on Euronext Amsterdam (ticker EARTH). Follow the Insider Trading Regulations: do not deal in the Company's shares or other financial instruments on the basis of inside information, do not pass inside information on, and respect closed periods and pre-clearance.
• Do not give information to one shareholder, investor, analyst or journalist that has not been made public to all. The Shareholder Contacts Policy sets out how the Company deals with shareholders.
• Only authorised spokespeople speak for the Company to investors, analysts and the media. Refer every such question to them.
• Record every transaction accurately, completely and on time, with the correct supporting documents.
• Never falsify, hide or destroy a record, an invoice, an expense claim or a report, and never create a false or misleading entry in the books.
• Keep records for as long as the law and Green Earth's procedures require.

10. Company assets and intellectual property

10.1 Company assets

Rule: Use company assets, working hours and business knowledge only for work within Green Earth.

In practice:

• Use company assets only for business purposes, unless otherwise agreed in writing.
• Take care of company assets as a careful and prudent person would.
• Record your hours on time in the time registration system.
• Report doubts to your direct line manager.
• Report damage, loss or theft to your direct line manager.

10.2 Care for Green Earth's intellectual property

Rule: Handle Green Earth's intellectual property with care.

In practice:

• Use Green Earth's intellectual property responsibly, and only to the extent permitted for business purposes.
• Involve the Head of Legal in all agreements, transactions and disputes that concern intellectual property.
• If in doubt, contact your direct line manager.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

10.3 Preventing infringement

Rule: Prevent infringement of Green Earth's intellectual property.

In practice:

• Do not take part in developing products that are wholly or partly similar in nature and functionality to Green Earth's products.
• Do not make software available to others.
• Restrict access to information that could lead to an infringement of Green Earth's intellectual property.
• Do not infringe Green Earth's intellectual property rights.
• Do not infringe the intellectual property rights of third parties.
• If in doubt, contact your direct line manager.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

11. Conflicts of interest

11.1 Avoiding conflicts of interest

Rule: Prevent conflicts of interest, and the appearance of a conflict of interest.

In practice:

• Never let personal interests play a part in business decisions.
• Avoid the appearance of a conflict of interest.
• Make objective and transparent decisions in Green Earth's interest.
• If in doubt, contact your direct line manager.
• Report any possible conflict of interest to your direct line manager or the Compliance Officer.

11.2 Secondary activities

Rule: Do not carry out secondary activities that create a conflict of interest, or the appearance of one.

In practice:

• Carry out secondary activities only with Green Earth's prior permission.
• Do not carry out secondary activities that could damage Green Earth's reputation.
• Be open and honest about the work you do outside working hours.
• If in doubt, contact your direct line manager.
• Report any possible conflict of interest to your direct line manager or the Compliance Officer.

The Conflict of Interest Policy sets out how to declare and handle a conflict of interest.

12. Health, safety and environment

Rule: Comply with the rules on health and safety, including laws and regulations.

In practice:

• Protect your own health and safety and that of other employees.
• Follow the required safety rules and preventive measures.
• Avoid using toxic and hazardous substances and materials as far as possible.
• Follow environmental regulations.
• Report unsafe situations, accidents and near misses to your direct line manager.
• Report undesirable behaviour to your direct line manager or the Compliance Officer.

The Occupational Health and Safety Policy and the Environmental Policy contain further rules.

13. Roles and responsibilities

14. Reporting concerns

If you have a question about a topic in this Code, or are not sure whether you should report certain behaviour, contact your direct line manager or the Compliance Officer.

Report undesirable behaviour and suspected breaches of this Code to your direct line manager or the Compliance Officer, as set out in the rules above. Report theft, loss, damage and unsafe situations to your direct line manager.

You can also talk to the confidential adviser (vertrouwenspersoon) whom the Company makes available. The confidential adviser listens, advises you on your options and supports you if you decide to report. The conversation is confidential and nothing is passed on without your consent, unless the law requires it.

You can also report a concern under the Whistleblower and Non-Retaliation Policy. That policy explains the reporting routes, including anonymous reporting, and protects anyone who reports in good faith against retaliation. It is available to all staff. Anyone outside Green Earth, including community members, suppliers and contractors, can report a concern by email to contact@green.earth or through the contact form at https://www.green.earth/contact.

A report about the Chief Executive Officer goes to the chair of the Board, never to the Chief Executive Officer.

15. Breaches

Compliance with this Code is mandatory. Managers address behaviour that is in breach of this Code. A breach can lead to disciplinary action, up to and including dismissal, and, where the breach is also a criminal offence, such as bribery, fraud or the falsification of records, to possible criminal prosecution. For contractors, agents and other third parties, a breach can lead to the end of the engagement.

The Compliance Officer reports each year to the Board on compliance with this Code and on the breaches found, as set out in section 13.

16. Approval and review

1. The Chief Executive Officer approves this Code and any amendment to it on behalf of the Board.
2. This Code takes effect on the day after the Board adopts it. An amendment takes effect on the day after it is adopted, or at such other time as the Board decides.
3. The Head of Legal owns this Code and reviews it at least every two years.
4. This Code is governed by Dutch law.
5. All parts of this Code are binding.

History: the first version of this Code was adopted by the board of the Company, then named DGB Group N.V., on 8 January 2018 and applied from 9 January 2018.