Code of Conduct

                                                                                                                      Employees, Agents, Consultants-

                                                                                                          Version 2025       

Code of Conduct – The Tosaf Group

1. Preface

This Code of ethical business conduct (the “Code of Conduct”) incorporates the fundamental principles, culture, values and rules of the business and ethical conduct, according to which the Tosaf Group (“Tosaf”) operates and inspire to continue and improve.

As a group of global and developing companies, Tosaf strives to maintain and manage its businesses and its business activities in Israel and around the world, strictly adhering to high ethical and moral standards, while observing the provisions of the law applicable wherever Tosaf operates.

Tosaf expects its employees, managers, representatives and the parties with which it engages, to promote and adhere to values ​​such as: professionalism, integrity, fairness, tolerance, respect for others, responsibility, observance of the law, environmental protection, ensuring safety in the workplace, and maintaining human dignity and the bodily integrity and rights.

In addition, Tosaf implements, and will continue to implement such rules in the course of its contractual engagements with third parties, business partners, suppliers, customers or other representatives of Tosaf (“Representative and/or Representatives”), and will not knowingly conduct business with infringing companies, or those acting contrary to  Tosaf’s values.

By adopting this Code of Conduct, we seek, among other things, to make clear to Tosaf’s employees, managers and representatives, in Israel and around the world, in any position and at any situation, that they are obligated to comply and act in accordance with the laws of the countries where Tosaf operates, and with the Tosaf’s procedures and policies. This includes the provisions of this Code of Conduct, and the fundamental principles, values and rules of ethical and business conduct and culture set forth therein.

 The set of rules in this Code of Conduct adds to, and does not derogate from, the laws and regulations that apply and are implemented by law in the course of the day-to-day activities of the companies in the Tosaf Group in the various territories, and which Tosaf’s employees, managers and representatives are required to implement and perform during the course of their duties at Tosaf.

These rules constitute part of Tosaf’s disciplinary rules, and they apply to all its employees and managers, among themselves and with third parties, including Tosaf’s customers and suppliers. Accordingly, Tosaf ensures that training, learning, and refresher courses are provided for its employees in order to implement this Code of Conduct.

 Disciplinary action may be taken, for conduct that violates the Code of Conduct, failure to report a violation, or concealing information regarding a violation. This action may include the dismissal or termination of contractual engagement with a representative who is found to be in violation of this Code of Conduct.

 Violations of this Code of Conduct may also lead to violations of the law, criminal punishment, and civil liability, both by the violator and Tosaf, and if necessary, Tosaf may also report such violations to the appropriate authorities for filing a civil and/or criminal lawsuit.

This Code of Conduct serves the interests of Tosaf and it is intended for Tosaf’s benefit and therefore it does not constitute a contract, agreement or legal obligation by Tosaf towards any person or entity, and it does not create a cause of action of any kind for any person or entity, except for Tosaf’s exclusive right to enforce this Code of Conduct, and to act against those who violate it.

Tosaf reserves the right to change, amend, update or cancel this code or any part thereof as it shall see fit, at any time, for any reason and without the need for prior notice, consent or approval from any party.

2. The Principles of the Code of Ethics

• Obligation to Comply with the Provisions of the Law

Tosaf is required to conduct its businesses in accordance with the relevant laws and regulations in the territories where it operates. This obligation also applies to each employee and representative of Tosaf individually. This Code of Conduct adds proper business standards to the provisions of the law which Tosaf, as a global group, believes in and operates in accordance therewith.

Tosaf’s employees, managers and representatives are required to act in accordance with such laws and regulations, and to immediately report any information that reaches them in connection with a violation or suspicion of a violation of the laws and regulations applicable to Tosaf, in the various territories.

• Refraining from Giving and Receiving of Bribes and Benefits

• General

Tosaf has a “zero tolerance” policy towards offenses of corruption and bribery.

Offering or granting benefits or payments, or receiving them, either directly or indirectly, in the course of activities and/or relationships with customers, suppliers, service providers, government officials or representatives or authorities, in order to exploit a business opportunity or gain some other competitive advantage, constitute acts of corruption and/or bribery and they are prohibited.

Note, there is no minimum amount for bribery or for granting a prohibited benefit and they can be anything of value.

Tosaf’s employees, managers and representatives will refrain from giving benefits, including an offer, promise or grant of an incentive and/or advantage and/or monetary consideration (in cash or cash equivalents), such as: granting loans, gifts, hospitality, prizes, donations, discounts, exemptions from payment or partial payment, job offers and so on, in order to gain any advantage over the competitors, to promote a deal, to win a tender, or other business opportunities.

Furthermore, employees, managers and representatives of Tosaf will refrain from receiving benefits from business entities with which Tosaf is associated, except for legitimate symbolic gifts, as set forth below.

• Hosting and Gifts

Legitimate Gifts – Giving or receiving modest business gestures, such as gifts of low monetary value, or an invitation to an event or to a meal, are common in the business environment in the industry, where the purpose is to generate or to retain legitimate business relations. Gifts must have a low monetary value, which are not liable to affect the decision-making of the recipient or create an obligation to the giver of the gift, whether in actual fact or even only seemingly.

With respect to what will be considered a legitimate gift, reasonable and proportionate discretion must be exercised, whether you are a giver or a recipient of a gift or benefit. For example, when giving or receiving a gift or a benefit that is not intended for one party individually, but rather given to several representatives, then this will usually be considered appropriate and proper, provided that these are not government officials or representatives of a private entity that notified that it prohibits giving or receiving any benefits or gifts. In such cases, even a modest business gesture is prohibited according to Tosaf’s Code of Conduct.

Without derogating from the provisions of the paragraph above and from the provisions of any law, Tosaf prohibits its employees, managers and representatives to offer, give or receive any gift or gesture of a value higher than the total of EUR 100, unless it has been approved in advance by Tosaf’s CEO, and after all the relevant data about the particular case in question has been presented to him.

Hosting – Business hosting and meals should be reasonable and offered only within the course of, and for the purpose of promoting and maintaining legitimate business relationships and at a reasonable frequency and cost, in the circumstances of each instance.

Hosting must be in accordance with local laws and the policy of the guest’s employer.

 Hosting of government officials is prohibited.

Documentation and record – Any expense in respect of a gift or hosting, as set forth above, will be properly documented and recorded in Tosaf’s books.

• Job Offer

It is absolutely prohibited to offer a job or agree to give a job at Tosaf to any person, and in particular to public officials, their relatives and acquaintances, if such an offer or consent could constitute, even seemingly, bribery or prohibited benefit.

Any job offer, or consent to provide employment to public officials, their relatives and acquaintances will be subject to the prior approval of Tosaf’s Legal Counsel and Tosaf’s CEO, and it will be documented in writing.

• Donations

Tosaf prohibits using any of its resources or granting financial donations to fund or promote political campaigns. A donation to a charity as a substitute for donations to political entities is also prohibited.

• Engagements with Government Officials

In general, Tosaf’s managers, employees, and its representatives, must completely refrain from any marketing and/or sales activity to government officials, without a written approval from Tosaf’s CEO. Any such approach, (e.g., marketing, offer to purchase products, sales, providing samples to government officials) can only be made after receiving written approval from Tosaf’s CEO.

For the purpose of this prohibition, a government official may include any of the following:

• Foreign government officials (for example customs workers);
• Officials of multinational or government-owned public companies;
• Foreign political parties and their employees;
• Candidates to a political office in a foreign country;
• In certain circumstances, according to the provisions of the law, the representatives and/or employees of corporations owned by the state or which are controlled by the authorities (partial or full control) could also be considered foreign officials.

 In any case where you are unsure whether a person may be considered a government official, guidance should be sought from the Legal Department.

• Reporting

The provisions of the law concerning improper payments are also enforced in places where “people turn a blind eye” at the sight of inappropriate activity.

Accordingly, all of Tosaf’s employees and managers must remain vigilant and immediately report cases where they witnessed, or a concern was raised, in connection with the payout of corrupt payments or an offer to make such payments, by another employee.

If you have been asked, directly or indirectly, to give or receive a bribe or benefit, you must absolutely refuse, even at the cost of harming Tosaf’s business, and immediately report this to your superiors.

• Antitrust and Fair Competition

Tosaf believes in the importance of fair commercial and business competition, which respects its competitors, and is conducted in a manner that meets all the requirements of competition laws concerning its areas of activity.

Among other things, as a group, Tosaf, its managers, employees and representatives take care to formulate independent business decisions and do not lend a hand to coordination with other companies.

This means that we do not discuss any of the following issues with our competitors:

• Prices or price setting;
• Division of customers or markets;
• Tenders or coordination of tenders;
• Any issue that appears to concern a restriction of competition.

 If a competitor tries to engage you in a discussion about any of these issues, make it clear to him that you are not interested in participating. Leave the discussion immediately and report the matter to the Legal Department.

 The Legal Department should be contacted in any situation where there is a concern of a violation of antitrust and competition laws.

• Preventing Harassment and/or Abuse

Tosaf expects each of its employees, managers and representatives to treat each other and others with respect, and not to perform any act of physical or psychological abuse, harassment, sexual exploitation, verbal violence, humiliation or threat against each other, regardless of the employee’s status in Tosaf or the person whom this conduct is to be performed with or against, their gender or sexual preference, skin color, ethnic origin, race, religious affiliation, faith or political affiliation.

For additional information, questions or reporting on a violation or concern of a violation, we ask that you contact the Legal Department, and in particular the Commissioner for the Prevention of Sexual Harassment in the group, Mrs. Yael Labin, the group’s Legal Counsel.

The handling of any such request will be done while protecting the submitter of the report from any harassment or harm due to the report.

• No Discrimination

Tosaf recruits and employs employees regardless of their religious affiliation, race, gender, ethnic origin, age, skin color, political opinions and so on. The only relevant considerations for the recruitment and/or employment of an employee are based on the employee’s suitability to the requirements of the job, including, but not limited to, the employee’s skills, professional experience, education (including credentials or licenses) which are required for the optimal performance of the job.

For additional information, questions, or reporting a violation or a concern of a violation, we ask that you contact the Legal Department.

• Safety

Occupational safety and hygiene are major objectives at Tosaf, and accordingly Tosaf ensures adequate and safe working conditions for each and every one of its employees, its representatives and third parties, whether in Tosaf’s laboratories, in its production facilities, or in Tosaf’s offices.

Tosaf’s managers and employees are committed to maintaining the rules of safety and maintaining a safe work environment for themselves, the group’s suppliers, and customers, and to immediately report any unsafe or problematic conditions, hazards or risk factors, wherever they are discovered. Furthermore, they must take extra care in performing actions that have a potential risk, in order to not endanger lives, cause any bodily injury or physical damage to property.

• Safeguarding the Group’s Property and Assets

• Property and Physical Facilities

Tosaf’s employees, managers and representatives are required to use Tosaf’s facilities, equipment and property responsibly, protecting the property provided to them for their use, using it carefully and only for the purpose for which it is provided to them.

The group’s employees are required to protect its resources; to use them responsibly for the purposes of promoting Tosaf’s business only, and to act economically and efficiently when using Tosaf’s equipment. Use of Tosaf’s resources for private purposes is only permitted if it has been expressly approved (for example: use of a vehicle provided to the employee as a benefit, as part of his terms of employment). Even then, employees are required to use these resources responsibly while protecting them.

 If you suspect that an act of theft, embezzlement or intentional harm to Tosaf’s property is being committed, you must report this immediately to the group’s Security Officer – Mr. Ofir Shai [contact information: [email protected]].

• Confidential Information and Intellectual Property

While preforming their duties, Tosaf’s employees, managers and representatives in Israel and around the world are exposed to confidential information, commercial secrets and other intellectual property of the group, and of third parties. As such, they must protect the confidentiality of the information to which they are exposed in the course of their job, as well as the integrity of the information, whether it belongs to Tosaf or to third parties, and to only use it in order to further Tosaf’s needs or purposes of the contractual engagement with those third parties, and in accordance with the terms of the contractual engagement with them.

Tosaf invests many resources and efforts in the field of information security and the implementation of appropriate organizational behavior. Tosaf attributes great importance to protecting confidential information, commercial secrets and intellectual property, whether it belongs to Tosaf or its business partners.

The information should not be shared with anyone who is not an employee of Tosaf or a third party who has a legitimate basis and need for the information.  In such cases, the third party has signed a confidentiality document or is required by law to maintain confidentiality by virtue of its position.

Tosaf’s confidential information includes any information that is not public, that may be used by competitors or harm Tosaf or its customers if disclosed. This information also includes information that suppliers and customers have conveyed to Tosaf, including:

• Lists of customers;
• Terms, discount rates or fees/prices offered to certain customers or suppliers;
• Marketing plans or strategic plans;
• Product formulas and packaging designs;
• Commercial secrets, including processes and techniques for manufacturing and marketing;

*** It is important to emphasize that the confidentiality obligations will continue to apply even after the relationship/contractual engagement with Tosaf is terminated. In such cases, all copies of the materials or devices containing confidential information that are in your possession must be returned ***

Extra caution must be exercised when handling private information during the course of your work in Tosaf, while maintaining its integrity. It should only be used for the purposes defined in performing your job, in accordance with the instructions given to you, and in accordance with Tosaf’s information security procedures. Remember, the communication systems that Tosaf provides to you for the purpose of performing your job, and the information contained in them, are Tosaf’s property, and therefore they should only be used for the purposes for which they were intended.

• Conflicts of Interests, Exploitation of Status

Tosaf’s employees, managers and representatives, in Israel and around the world, shall refrain from exploiting Tosaf’s business opportunities for their personal benefit, neither from using the information belonging to Tosaf for personal profit, nor from performing any action that may conflict between their job in Tosaf and their personal interests, or the interests of those close to them. They must refrain from any action that could constitute competition or conflict of interest with Tosaf’s goals and business.

When acting and making decisions, the group’s employees, managers and representatives should always keep in mind the best interests of the group. In the event of a conflict of interest or concern of a conflict of interests between the interest of an employee/representative of the group and the interest of the group, the employee or representative is required, as applicable, to report this to their superiors without delay.

Among other things, Tosaf’s employees, managers and representatives, in Israel and around the world, will not exploit their status or position in Tosaf for the purpose of promoting any personal interests, theirs or of anyone on their behalf. Furthermore, Tosaf’s employees who serve as managers or supervisors of other employees will not exploit their status towards their subordinates in any personal matter unrelated to work, and they will refrain from receiving any benefits from their subordinates.

• Striving for Excellence out of Fairness, Professionalism and Respect

Tosaf puts an emphasis on continually improving the quality of its products and the quality of customer service, alongside the ongoing development of innovative solutions and responses to the changing needs of its customers and new regulations.

Tosaf strives to provide its customers with the highest level of professional service, quality products and groundbreaking solutions, while maintaining fairness, professionalism and respect for the rights of all its business partners.

Tosaf’s employees, managers and representatives are required to treat all Tosaf’s customers, suppliers and other business partners fairly and professionally.

Accordingly, Tosaf also requires its suppliers and service providers to act and operate in accordance with changing regulations and the indicators of appropriate quality, professionalism and ethics.

• Professional Guidance and Personal Development

Tosaf invests in its human capital as a direct result of the group’s wish to enable its employees and managers to perform their duties in the best possible way. An environment of ongoing improvement at the professional and managerial level is created, while maintaining awareness of safety, quality and service.

• Environmental Responsibility

Tosaf takes action in the field of environmental responsibility, including the installation of energy-efficient infrastructure, placing recycling containers in the industrial areas where it operates, removing waste to authorized sites and donating old equipment. Tosaf’s employees and their representatives will ensure operation in a way that incorporates environmental responsibility and report any instance that could, in their opinion, pose an environmental hazard.

3. Implementing the Code of Conduct and Compliance with its Provisions

Tosaf’s management, its employees and representatives will work together and separately to adopt and implement the rules of this Code of Conduct.

In addition, Tosaf expects its managers to lead and promote a culture of compliance and ethics among their employees. This can be achieved either by way of personal example, or by routinely implementing the principles of the Code of Conduct, and by maintaining a policy of open dialogue on issues arising from the implementation of these principles during the daily work routine.

Tosaf’s management shall adopt a procedure of implementation and application that sets forth the actions required for the optimal and long-term implementation of the Code of Conduct, both internally in Tosaf and externally towards its business partners. Tosaf will ensure that its suppliers and service providers also act in accordance with the provisions of this Code of Conduct.

Tosaf reserves the right to conduct inspections intended to ensure strict adherence to the provisions of this Code of Conduct. A detected violation may lead to the termination of the employee’s employment or termination of the contractual engagement with a representative of Tosaf, as applicable, and this is in addition to any remedy or relief available to Tosaf against the violator.

4. Guidelines to help examine whether an act and/or action is legal, and/or is in accordance with Tosaf’s rules of the Code of Conduct

Ask yourself:

• Would you feel uncomfortable if the details are revealed to your superiors, relatives, friends or colleagues, or if the details are made public?

• Would you make a personal profit from the act or action?

• Are you acting due to unnecessary considerations that do not fully serve Tosaf’s interests?

• Would you want your rights, dignity, body or property to be treated in the same way that you are going to act towards others or towards Tosaf?

5. Reporting a violation of the Code of Conduct or the Provisions of the Law and Consulting

Tosaf’s employees, managers and representatives are asked to report incidents to which they have been exposed which violate the provisions of any law, irregularity, embezzlement and any act or omission that is not in accordance with Tosaf’s Code of Conduct, by any members of Tosaf’s Board of Directors and/or managers and/or employees. In such cases, you may directly contact the following people:

1. Tosaf’s CEO, Mr. Amos Megides, telephone +792-9-8984694 email [email protected]
2. Tosaf’s Legal Counsel, Yael Labin (who also serves as the Commissioner for the Prevention of Sexual Harassment), telephone +972 54 2559497 email [email protected]
3. Tosaf’s Human Resources Manager, Erez Orly, telephone …………………. email [email protected]

Tosaf undertakes to handle every request in a thorough and discreet manner, while protecting the reporter from any harassment or harm due to the report.

An employee who has reported in good faith and without malicious intent (such as: in order to harm another employee) on what appeared to be a violation of the Code of Conduct, will not bear negative consequences due to the report, even if it is later revealed that no violation took place.

Furthermore, Tosaf undertakes to act quickly and firmly and to exercise appropriate enforcement measures in response to a deviation from the provisions of the law, the group’s procedures or the Code of Conduct. It is emphasized that as far as Tosaf is concerned, failure to report is the same as a violation of the Code of Conduct.

The Principles of the Code of Conduct of the Tosaf Group – Summary

1. Obligation to Comply with the Provisions of the Law

You must always continue to act within the law, in each of the relevant territories where Tosaf operates, and where you act as Tosaf’s representative.

2. Refrain from Giving or Receiving Bribes and Benefits –

• Giving an offer, bribe, benefit or improper payment or receiving them directly or indirectly, in the course of activities and/or relations with customers, suppliers, service providers, government officials or representatives or government authorities, in order to gain a business opportunity or other competitive advantage, constitutes an act of corruption and is prohibited.
• There is no minimum amount for bribery or giving a prohibited benefit and they can be anything of value.
• Providing or accepting business gestures of low monetary value, which are customary and accepted in the business environment in the industry, are permitted, provided that the purpose is to create or maintain legitimate business relationships, and that reasonable and proportionate discretion has been exercised.
• No gestures should be made to employees and representatives of a state/authority or public body or representatives of a private body that has notified Tosaf that it prohibits receiving any benefit or gift to its employees/representatives.
• In addition, it is prohibited to offer or to receive a benefit or gift that may affect the decision-making of the recipient or create an obligation towards the gift giver.
• Tosaf prohibits its employees, managers and representatives from offering, giving or receiving a gift or gesture with a value higher than a total of EUR 100, unless it has been approved in advance and in writing by Tosaf’s CEO, after being presented with all the relevant data regarding the particular case in question.
• You must urgently report if you are a witness to or if you have a concern related to, the payout of corrupt payments or an offer to make such payments by other employees.

3. Antitrust and Fair Competition

You must continue to act to promote fair commercial and business competition, to comply with the requirements of competition laws relating to the areas of Tosaf’s activity, and to refrain from making business decisions in coordination with other companies.

4. Prevention of Harassment and/or Abuse

You must continue to treat others with respect and not commit any act of physical or psychological abuse, harassment, sexual exploitation, verbal violence, humiliation or threats against others.

5. No Discrimination

In Tosaf it is forbidden to harm, exclude, favor or discriminate against a colleague, business partner and any person, due to their gender or sexual preference, skin color, ethnic origin, race, religious affiliation, faith or political affiliation.

6. Professional Guidance and Personal Development

As managers in Tosaf, you must act in a way that allows your employees to perform their duties in the best possible way, striving to create continuous improvement at both professional and managerial levels, and maintaining awareness of safety, quality and service.

7. Safe Working Environment

You are committed to continual adherence with Tosaf’s safety rules, and maintaining a safe work environment for yourself, Tosaf’s suppliers, and its customers. Take extra care in performing actions that have a potential risk, in order not to endanger lives or cause bodily injury or damage to property.

8. Protecting the Group’s Property

It is absolutely prohibited to use Tosaf’s property in an illegal or negligent way, which may cause any kind of damage. You are required to actively protect Tosaf’s assets, to respect Tosaf’s property, use its resources economically, efficiently, and responsibly to advance Tosaf’s objectives.

9. Confidential Information and Intellectual Property

You must maintain the confidentiality and integrity of all information entrusted to you or that reaches you in the course of your duties, whether the information belongs to Tosaf or to third parties. You will protect Tosaf’s intellectual property and Tosaf’s commercial and business secrets, taking precautions to prevent their exposure to others, and only using them to promote Tosaf’s needs, and in particular, the needs defined for you to perform your job, and in accordance with Tosaf’s procedures, guidelines, and agreements with Tosaf’s suppliers and customers.

10. Conflicts of Interest, Exploitation of Status

You must refrain from exploiting Tosaf’s business opportunities for your personal benefit and refrain from any action that involves competition or a conflict of interest with Tosaf’s goals and business.

11. Privacy

You must exercise great caution when handling private information in the course of your work in Tosaf and only use it for the purpose of performing your job.

12. Environmental Responsibility

You must make sure to operate in a way that incorporates environmental responsibility and to report any case that could, in your opinion, pose an environmental hazard.

13. Striving for Excellence while Behaving Fairly and Respectfully towards our Business Partners

You must treat Tosaf’s customers, suppliers and business partners with respect, professionalism and fairness, while striving for continuous improvement in the quality of its products and customer service. While doing this, we continue to develop innovative solutions and meet the changing needs of Tosaf’s customers and new regulations.