GEA : Third Party Policy

THIRD PARTY POLICY

Doc ID:	PPC-565
Version:	2
Last Review:	10Jan2023
Date:	01Jan2019
Last Review:	06Apr2022
Responsibility:	Senior Vice President Corporate Legal
Competence:	Vice President Compliance & Principle Legal Matters
Scope:	All companies and employees of GEA Group
Distribution:	GEA Intranet and emails

Contents

1. SCOPE

3

2. COMMISSIONING OF SUPPLIERS, SUBCONTRACTORS, SALES AGENTS AND OTHER

THIRD PARTIES	3
3. GENERAL REGULATIONS FOR DEALINGS WITH THIRD PARTIES	3
3.1.	Definition of Terms	3
3.2.	Lawfulness	3
3.3.	Reputation	4
3.4.	Monitoring	4
3.5.	Code of Conduct for Suppliers and Subcontractors	4
4. SPECIAL REQUIREMENTS FOR SALES AGENTS	5
4.1.	Definition of Terms	5
4.2.	Approval of Sales Agent Consulting Agreements	5
4.3.	Compliance and Final Beneficiary Declaration/Documentation	6
5. FURTHER INFORMATION & CONTACT	6
Appendix 1: Obligatory contract clauses for sales agent consulting agreements	8
I.	Anti-corruption clause	8
II.	Tax clause	8
III.	Audit clause	8
IV.	Compliance and Final Beneficiary Declaration	8
Appendix 2: Compliance and Final Beneficiary Declaration	9

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1. SCOPE

This policy applies worldwide to all companies and employees1 of the GEA Group. These include GEA Group Aktiengesellschaft and all companies that are affiliated with GEA Group Aktiengesellschaft in accordance with corporate law (hereafter "GEA").

2. COMMISSIONINGOFSUPPLIERS, SUBCONTRACTORS, SALES AGENTS AND OTHER THIRD PARTIES

The success of GEA as a globally active company also depends, to a large extent, on trusting cooperation with suppliers, subcontractors, sales agents and other third parties. However, under certain circumstances, working with such third parties can potentially lead to significant compliance risks for GEA. Therefore, in the following general regulations are defined for dealings with third parties (Section 3: General Regulations for Dealings with Third Parties).

As can be seen from the public press coverage of corruption scandals in recent years, the employment of so- called sales agents is often used to channel monies out of companies or groups and pay bribes to decision makers of potential customers. For this reason, sales agents are a particular focus for prosecution authorities. Therefore, in addition to the general regulations, this Third Party Policy contains special regulations for the employment and treatment of sales agents (Section 4: Special Regulations for Sales Agents).

3. GENERAL REGULATIONS FOR DEALINGS WITH THIRD PARTIES

3.1. Definition of Terms

Within the meaning of this policy, third parties are to be understood as all business partners of GEA who are not customers. The term includes in particular sales agents, for whom special regulations also apply in addition to these general regulations (Section 4).

3.2. Lawfulness

The employment of third parties must always be carried out in accordance with relevant laws and all internal company policies. If it becomes known that a third party is in breach of applicable laws or the employment of third parties establishes particular compliance risks, then every GEA employee is obliged to notify the GEA legal department of the facts of the matter without delay. Further cooperation with the third party in these cases is only permitted following review and approval by the GEA legal department.

Concrete suspicious circumstances could include, for example:

• A third party claims a benefit for themselves or a third party.
• A third party requests an unusual or non-transparent method of payment, for example, a payment to a private account, a cash payment, etc.
• A third party violates applicable laws, for example, by operating in the field of personnel leasing without being able to present a corresponding approval.
• A suspicion of a conflict of interest arising with a third party, e.g. a family relationship between the third party and a customer's decision maker.

4Where the term "employees" is used, this refers to all managers and employees regardless of gender.

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3.3. Reputation

If the employment of third parties could lead to damage to GEA's reputation, it is only permitted following prior discussion with, and approval from, GEA's legal department.

In addition to selecting business partners based on their performance capability, their integrity, honesty and their reputation are also significant selection criteria to consider.

3.4. Monitoring

The employment of third parties can also result in the risk of sanctions for GEA. Therefore, it is not only necessary to ensure that GEA's behaviour is lawful, but also the conduct of third parties. This obligation is incumbent upon every GEA unit that enters into or maintains a contractual relationship with any third party.

3.5. Code of Conduct for Suppliers and Subcontractors

New contractual relationships with subcontractors and suppliers may only be established if the GEA Code of Conduct for Suppliers and Subcontractors becomes a constituent part of the relevant contract.

This is not necessary if the particular third party makes no more than EUR 10,000 net turnover with GEA in the course of a calendar year and individual orders to the third party do not exceed the sum of EUR 2,500, or if the third parties maintain their own compliance management system that substantially complies with the requirements of this policy. When concluding framework agreements, the turnover to be expected per calendar year with the particular third party applies in this respect.

4. SPECIAL REQUIREMENTS FOR SALES AGENTS

4.1. Definition of Terms

Within the meaning of this policy, sales agents are understood to include all companies or persons whose activities are aimed specifically at the award of contracts to GEA, or the sale of GEA's goods or services, or whose remuneration substantially depends upon the conclusion of business by GEA (commission recipients).

These include, in particular, intermediaries, sales agents in the narrowest sense (consultants), sales representatives, commercial agents (agents) and companies or persons abroad, whose employment is necessary according to the applicable national laws, to conclude legally effective contracts, perform services or to be able to establish businesses there (sponsors). Sales agents do not include members of the traditional advisory professions, in particular not lawyers, tax advisors and auditors.

4.2. Approval of Sales Agent Consulting Agreements

All contracts with sales agents require prior approval by the GEA legal department via the Third Party Tool. Sales agents may not engage in any activities for GEA prior to approval being granted and a sales agent consulting agreement being subsequently signed by both parties. Payments to sales agents are only allowed after the consulting agreement has been approved in the Third Party Tool and signed by both parties.

In order to ensure that all compliance matters regarding sales agent consulting agreements can be considered to a sufficient extent, the GEA legal department should be involved in decisions and in drafting sales agent consulting agreements as soon as possible.

Approval of sales agent consulting agreements will only be given if the following conditions are met:

• The sales agent's services stand in adequate proportion to his remuneration. The GEA unit that intends to conclude the consulting agreement with the sales agent, documents the adequacy of the sales agent's remuneration in writing and includes the documentation with the relevant request for approval of the sales agent consulting agreement.

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• The services to be performed by the sales agent are described clearly in the consulting agreement and the sales agent is contractually obliged to substantiate his services in writing through continual email correspondence and regular reports (as a rule, at least every three months).
• The sales agent possesses relevant, proven expertise or market knowledge in the area of the services to be provided, which must be documented and attached to the request for approval of the sales agent consulting agreement.
• The sales agent is not closely related or acquainted to potential customers, which means, in particular, that the sales agent is not an employee of a potential customer and, furthermore, no conflicts of interest exist on the sales agent's part.
• Payment of performance-related remuneration to a sales agent will only be made if the activity of the sales agent has actually led to placing an order. Performance-related remuneration will only be paid if the order is actually placed by the customer and payments from the customer are received (pro-rata).
• Payments to sales agents are made exclusively by bank transfer to the sales agent's account listed in the sales agent consulting agreement, in the country where the sales agent has his place of business. Payments in cash or by check are not permitted.
• There are no indications of the sales agent's involvement in compliance-relevant matters that would prevent them from working with us.
• The contract with the sales agent must contain all contract clauses provided for in Appendix 1("anti- corruption clause", "tax clause", "audit clause" and "compliance and final beneficiary declaration").
• The Code of Conduct for Suppliers and Subcontractors must be included in the consulting agreement with the sales agent.

More details on the documents and information required in the Third Party Tool as well as, for example, the maximum commission rates, minimum contract requirements, etc. that apply to sales agents can be found on the GEA Intranet.

Insofar as approval in the Third Party Tool is granted conditionally, the conclusion of the sales agent consulting agreement as well as any activity of the sales agent are only permissible after the conditions have been fully met. Distribution contracts with a term of more than one year require the contractual relationships to be reassessed regularly, which is automatically triggered by the Third Party Tool.

4.3. Compliance and Final Beneficiary Declaration/Documentation

According to the above regulations, every sales agent is obliged to submit a compliance and final beneficiary declaration upon signing the contract and once a year thereafter. A corresponding template of such a declaration can be found in Appendix 2. The GEA entity that has concluded the consulting agreement with the sales agent is responsible for obtaining the declaration.

A copy of the collected Compliance and Final Recipient Declaration(s) and the contract signed by both parties must be saved in the CRM Tool.

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