Code of Conduct - Ethics line - Whistleblowing

What's Cooking’s business practices have always been governed by integrity, honesty, fair dealing and full compliance with all applicable laws. What's Cooking? employees have always upheld and lived these values and commitments in their everyday responsibilities, and What's Cooking?’s reputation remains one of the Company’s most important assets today.

This Code of Conduct specifies and helps the continued implementation of What's Cooking?’s corporate and social values by establishing certain non-negotiable minimum standards of behaviour in key areas.

The nature of this Code is not meant to cover all possible situations that may occur. It is designed to provide a frame of reference against which any activities can be measured.

When in doubt, employees should seek guidance about the proper course of action in a given situation, as it is the ultimate responsibility of each employee to “do the right thing”, a responsibility that cannot be delegated.

 Employees should always be guided by the following basic principles:

• avoid any conduct that could damage or risk What's Cooking? or its reputation;

• put the Company’s interests ahead of personal or other interests;

• act legally and honestly at all times.

Compliance with laws, rules and regulations

What's Cooking? and its employees are bound by the law. Compliance with all applicable laws and regulations is crucial and must never be compromised.

In addition, employees shall adhere to internal rules and regulations as they apply in any given situation. Those internal rules are specific to the Company and may go beyond what is required by the law.

Conflicts of interest

A conflict of interest occurs when personal interests of an employee or the interests of a third party compete with the interests of What’s Cooking? In such a situation, it can be difficult for the employee to act fully in the best interests of What’s Cooking?

Employees shall avoid conflicts of interest whenever possible.

If a conflict of interest situation occurs or if an employee faces a situation that may involve or lead to a conflict of interest, the employee shall disclose this to his or her Line Manager and/or to the HR or the Legal or Compliance Function to resolve the situation in a fair and transparent manner.

Outside directorships and other outside activities

Outside of What’s Cooking?, no activities shall be pursued if such activities interfere with the employee’s responsibilities for What’s Cooking?, or if they create risks for What’s Cooking?’s reputation or if they in any other way conflict with the interests of What’s Cooking?

When in doubt, employees shall consult with the HR or the Legal or Compliance Function on the permissibility of any position or activity. Authorization will be withheld if the position or activity is likely to conflict with What’s Cooking?’s interests or with the employee’s responsibilities.

Board memberships on publicity listed companies need prior approval by the CEO and – in the case of members of the Executive Committee – by the Board of Directors.

Unless requested by the Company to take up a particular position or activity, employees shall pursue outside activities and positions at their own risk and cost and within their spare time only.

Corporate opportunities

Employees shall not compete with the Company, nor shall they take personal advantage of business opportunities that they discover during the course of their employment, unless the Company expressly waives its interest in pursuing such opportunity.

If employees want to pursue business opportunities that might be of interest to the Company, they shall inform their Line Manager who will seek a management decision as to whether or not the Company wants to pursue the opportunity. Even if the Company decides against pursuing the opportunity, the employee may seize the opportunity on his or her own behalf only if it is clear that doing so will not result in direct or indirect competition with the Company’s operations.

Family and relatives

Immediate family members and partners of employees may be hired as employees or consultants only if the appointment is based on qualifications, performance, skills and experience and provided that there is no direct or indirect reporting relationship between the employee and his or her relative or partner.

These principles of fair employment will apply to all aspects of the employment, including compensation, promotions, training and transfers, as well as in case that the relationship develops after the respective employee has joined the Company.

Provided that they are equally suited as other candidates, priority may be given to children of What’s Cooking? employees with respect to internships, training periods, employment during holidays and similar short-term assignments.

Insider trading

What’s Cooking? prohibits the purchase and sale of What’s Cooking? shares on the basis of potentially share price relevant information which is not yet made public. Non-compliance may entail disciplinary sanctions, but may also result in criminal charges.

When in doubt regarding the interpretation or applicability of What’s Cooking?’s insider trading protocol, employees shall consult with the Legal or Compliance Function.

Antitrust and fair dealing

What’s Cooking? is prepared to compete successfully in today’s business environment and will always do so in full compliance with all applicable antitrust, competition and fair dealing laws. Employees must at all times adhere to the following rules:

• Commercial policy and prices will be set independently and will never be agreed, formally or informally, with competitors or other non-related parties, whether directly or indirectly;

• Customers, territories or product markets will never be allocated between What’s Cooking? and its competitors but will always be the result of fair competition;

• Customers and suppliers will be dealt with fairly.

All employees, but especially those who are involved in marketing, sales and purchasing, or who are in regular contact with competitors, have a responsibility to ensure that they are familiar with applicable competition laws. When in doubt, the Legal Function should be contacted in order to provide competition law advice and training.

Confidential information

Confidential information is any information that is not or not yet public information. It includes trade secrets, engineering and manufacturing ideas, product recipes, designs, data, records, salary information and any nonpublished financial or other data.

What’s Cooking?’s success depends on the use of its confidential information and its non-disclosure to third parties. Unless required by law or authorized by their management, employees shall not disclose confidential information or allow such disclosure. This obligation continues beyond the termination of employment. Employees shall use best efforts to avoid unintentional disclosure by applying special care when storing or transmitting confidential information.

In case that third parties, such as suppliers or customers, share with What’s Cooking? confidential information, such information shall be treated with the same care as if it was What’s Cooking?’s confidential information. In that same spirit, employees shall protect confidential information that they have obtained in the course of their prior employment.

Fraud, protection of company assets, accounting

Employees must never engage in fraudulent or any other dishonest conduct involving the property or assets or the financial reporting and accounting of What’s Cooking? or any third party.

What’s Cooking?’s financial records are the basis for managing the Company’s business and fulfilling its obligations to various stakeholders. Any financial record must be accurate and in line with What’s Cooking?’s accounting standards. Employees shall safeguard and only make proper and efficient use of What’s Cooking?’s property. All employees shall seek to protect What’s Cooking?’s property from loss, damage, misuse, theft, fraud and destruction. These obligations cover both tangible and intangible assets, including trademarks, know-how, confidential information and information systems.

Bribery and corruption

Employees must never, directly or through intermediaries, offer or promise any personal or improper financial or other advantage in order to obtain or retain a business or other advantage from a third party, whether public or private. Nor must they accept any such advantage in return for any preferential treatment of a third party. Moreover, employees must refrain from any activity or behavior that could give rise to the appearance or suspicion of such conduct or the attempt thereof.

Employees should be aware that the offering or giving of improper benefits in order to influence the decision of the recipient, even if he or she is not a government official, may not only entail disciplinary sanctions but also result in criminal charges. Improper benefits may consist of anything of value for the recipient, including employment or consultancy contracts for closely related parties.

All employees shall adhere to the group policy on anti-bribery and anti-corruption.

Gifts, meals, entertainment

Employees shall not be influenced by receiving favors nor shall they try to improperly influence others by providing favours. Employees may only offer or accept reasonable meals and symbolic gifts which are appropriate under the circumstances, and they shall not accept or offer gifts, meals, or entertainment if such behavior could create the impression of improperly influencing the respective business relationship. When assessing the situation in light of the above, employees shall apply the most restrictive practice in order to avoid even the appearance of improper dealings. When in doubt, the employee shall seek guidance from his or her Line Manager or the Legal or Compliance Function.

No employee shall offer to or accept from any third party gifts taking the form of any of the following, whatever the value involved:

• money or loans

• kickbacks

• similar monetary advantages

Discrimination and harassment

What’s Cooking? respects the personal dignity, privacy and personal rights of every employee and is committed to maintaining a workplace free from discrimination and harassment. Therefore, employees must not discriminate on the basis of origin, nationality, religion, race, gender, age or sexual orientation, or engage in any kind of verbal or physical harassment based on any of the above or any other reason. Employees who feel that their workplace does not comply with the above principles are encouraged to raise their concerns with the HR Department.

Failure to comply

It is each employee’s responsibility to ensure full compliance with all provisions of this Code and to seek guidance where necessary from their Line Manager, or from the HR or the Legal or Compliance Function. To “do the right thing” and to ensure the highest standards of integrity is each employee’s personal responsibility that cannot be delegated. When in doubt, employees should always be guided by the basic principles stated in the introduction to this Code. Any failure to comply with this Code may result in disciplinary action, including the possibility of dismissals and, if warranted, legal proceedings or criminal sanctions.

Reporting illegal or non-compliant conduct

Employees shall report any practices or actions believed to be inappropriate under this Code or even illegal to their Line Managers, HR, or the Ethics Line by sending an email to codeofconduct.ethicsline@whatscooking.group reaching the Legal and Compliance function.

If it is appropriate, in view of the nature of the reported matter, reports of violations may be made directly to higher levels including the Group’s Chief Executive Officer , or reporting into the Whistleblower Tool. Where appropriate, complaints may be made on an anonymous basis.

In case any partner, supplier, external worker or any other person has a concern, he/she should raise this with their point of contact within What's Cooking?

That commitment with ability to report via the Ethics Line  codeofconduct.ethicsline@whatscooking.group as well as to Local and Global Report Manager via the  Whistleblower Software Platform whistleblower.whatscooking.group is reflected in the Group's Code of Conduct (https://whatscooking.group/en-GB/ethics-line) which sets forth the ethical and legal principles that are fundamental to the way in which the Group conducts its business operations.

OBJECTIVE of the Group EU/UK Whistleblower Policy

The What's Cooking? group of companies (the "Group") is committed to conducting business operations in accordance with the highest standards of ethical and legal business conduct. That commitment with ability to report to Local Report Manager as well as  Whistleblower Software Platform whistleblower.whatscooking.group is reflected in the Group's Code of Conduct (https://whatscooking.group/en-GB/ethics-line) which sets forth the ethical and legal principles that are fundamental to the way in which the Group conducts its business operations.

The purpose of this Policy is to encourage Employees and Third Parties to promptly report suspected Breaches (as all these terms are defined below) which may affect the European and UK subsidiaries of What's Cooking? [1] (any European/UK subsidiary, the "Subsidiary", all of them, "the Group", and each of the European countries in which each Subsidiary is located, the "Relevant Country"), providing safe channels to report them without fear of retaliation with the aim to strengthen the compliance and information culture within the Group.

Reference is made to the group EU/UK Whistleblower Policy in this respect including the Whistleblower Tool:

·         Click on the reporting page link :whistleblower.whatscooking.group

·         Fill out the form and SAVE your password

·         Follow-up on your report thanks to your given password

Where appropriate, complaints may be made on a anonymous basis. All complaints shall be properly investigated and treated confidentially. What’s Cooking? prohibits retaliation against any employee for such reports made in good faith, while it also protects the rights of any incriminated persons.

[1] "What's Cooking?" means What’s Cooking Group NV, with registered office at Beke 1, 9950 Lievegem (Belgium) with RLP in Ghent nr. 0421.364.139.