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Code of Conduct, Last Updated: 7/22/2025

Compliance & Ethics

BIOS THERAPEUTICS CODE OF CONDUCT SINGLE-MEMBER S.A.

Since 2022, Bios Therapeutics Single-Member S.A. has been providing business management consulting services, marketing consulting services, representing domestic and international firms, and importing, exporting, producing, standardizing, promoting, distributing, and trading all kinds of medical products, including pharmaceutical preparations, generic drugs, diagnostics, medical devices, parapharmaceuticals, dietary supplements or special dietary products for medical purposes, veterinary products, medical technology equipment, orthopedic items and therapeutic footwear, braces, splints, vests, collars, belts, rehabilitation items and machinery, prosthetics and artificial limbs and implants, immunological pharmaceutical products, pharmaceutical products derived from human blood or plasma and other biological products, pharmaceutical products produced by biotechnological methods, other high-tech pharmaceutical products, radioactive preparations or proprietary products for therapeutic or diagnostic use, drugs and drug mixtures for therapeutic or diagnostic use, medical aids, machinery and tools, consumables of all kinds, cosmetic products, liquid solutions for peritoneal dialysis or hemodialysis, mineral waters and smoking repellents, medicated animal feed and feed additives, disinfectants, antiseptics, parasiticides, hospital equipment and related software, products and substances as well as any other similar item and product related to Health, as well as all kinds of chemical products and raw materials, and sells dietary supplements and special dietary products for medical purposes.

Every member of Bios Therapeutics Single-Member S.A. is responsible for ensuring that our reputation remains strong. Together, we promote a culture in which compliance with this Code of Conduct and adherence to our core values guide our daily business activities.

This Code of Conduct is available to all Employees, Partners (natural or legal persons) of Bios Therapeutics Single-Member S.A., promoting mutual understanding of the appropriate way to conduct business and ethical practices in daily operations and highlighting our approach to operating with the highest integrity.

Additionally, this document outlines the company’s expectations from our business partners on various issues, such as labor and human rights, management systems, ethical business practices, responsible sourcing, and other important topics.

1. Purpose: Bios Therapeutics Single-Member S.A. is strongly committed to conducting its activities in a lawful and ethical manner, including collaborating with all Employees and Partners (natural or legal persons) who are committed to the same principles. Employees and Partners of Bios Therapeutics Single-Member S.A. are considered extensions of the company and are therefore expected to adhere to similar guidelines for ethical business practices. All members (Employees, Partners) are required to comply with this Code of Conduct (“Code”), which is detailed below. Bios Therapeutics I.K.E also expects its Partners to demand similar compliance from their own Employees and Partners (natural or legal persons) regarding the standards and practices covered by this Code.

The key areas we focus on are briefly mentioned:

  • Prevention of child labor, forced labor, or other forms of human trafficking or exploitation.
  • Fair and ethical treatment of workers, including non-discrimination.
  • Providing a safe and healthy work environment for employees.
  • Prevention and reporting of bribery and corruption incidents.

To ensure that our Partners’ standards (natural or legal persons) adopt the best compliance practices within their activities, we continuously improve and update this Code. Bios Therapeutics Single-Member S.A. monitors and evaluates all its Employees and Partners. The audits of our Employees and Partners and the related findings are subject to continuous evaluation by the competent control bodies of Bios Therapeutics Single-Member S.A., and corrective action plans are implemented according to emerging needs.

Bios Therapeutics Single-Member S.A. may terminate its professional relationships with any Employee or Partner who does not comply and violates this Code or does not cooperate with the competent control bodies.

2. Privacy and Protection of Personal Data: Bios Therapeutics Single-Member S.A. recognizes and respects the importance of privacy of personal data of its Employees and Partners, having a duty to protect them both during the acquisition, processing, and storage of these data and upon the expiration of the agreed acquisition period. As a company, we implement programs and procedures to ensure compliance with all applicable legislative regulations on personal data privacy worldwide, including the General Data Protection Regulation of the European Union (GDPR), and we inform subjects in detail about their rights. Similar respect and assurance of privacy rights are demanded from all our Employees and Partners.

3. Ethical Conduct Against Corruption & Compliance Oversight:
The compliance and anti-corruption policies of Bios Therapeutics Single-Member S.A. are designed to ensure that our interactions with our counterparts generally aim to benefit the community.

That said, every Employee and Partner of Bios Therapeutics Single-Member S.A. is responsible for adhering to these policies, including compliance with all national laws and supranational laws of superior formal power and related legislative regulations, such as the Greek Penal Code and its provisions against bribery, the UK Bribery Act 2010, and the Foreign Corrupt Practices Act of the United States (“FCPA”), and their resulting prohibitions regarding bribery.

We frequently communicate our compliance standards and provide periodic training to our Employees and Partners, monitor and conduct risk assessments tailored to the nature of our business activities, consistently promote and enforce our compliance program throughout the Company, to Employees and Partners, and publish a confidential reporting system for future or present offenses, without fear of retaliation and retribution.

3.1. Prohibition of Bribery: Our Employees and Partners are expressly prohibited from offering or promising or accepting gifts or other benefits for the purpose of obtaining unjustified or inappropriate comparative advantages for anyone and for any reason, whether it concerns relationships with government officials and representatives or representatives of the private sector. Our Partners should not encourage other Partners to violate this Code of Conduct, which is published at: www.biostherapeutics.com

Our Employees and Partners must comply with applicable anti-corruption laws, including, but not limited to, the Greek Penal Code, the UK Bribery Act 2010, the Foreign Corrupt Practices Act of the United States (“FCPA”), as well as any other national or supranational legislative regulation, and must not offer or promise or accept any kind of gift or other benefit, direct or indirect, to government officials in order to obtain or maintain any comparative business advantage. Our Employees and Partners must not make illegal payments to government officials themselves or through a third party. Our Employees and Partners who have dealings with government officials of any country must follow the guidelines of Bios Therapeutics Single-Member S.A. regarding the law governing payments and gifts to government officials.

3.2. Obligation to Prevent and Report Incidents of Illegal Activities:
Our Partners are required to have and implement strong and unassailable mechanisms for preventing and reporting illegal activities. Our Employees and Partners are required to report immediately to Bios Therapeutics Single-Member S.A. all information and factual incidents related to illegal activities associated with the business activities of Bios Therapeutics Single-Member S.A., regardless of their severity.

3.3. Protection of Whistleblowers: Our Partners must provide appropriate means so that their Partners and employees can anonymously submit their complaints related to illegal activities in the workplace without fear of retaliation, intimidation, or harassment. Our Partners are required to protect the confidentiality of the whistleblowers of their employees and partners and to prohibit retaliation against those who report illegal actions that come to their knowledge in the workplace. The specific terms of the complaint reporting system are contained in our Company’s Reporting Policy dated 12/20/2023.

3.4. Obligations of Continuous Disclosure: Our Employees and Partners agree that in the event they become aware that: a) any payment of a gift, offer, or promise to any governmental or non-governmental person has been made or may be made to reward this person for illegal execution of an activity or to obtain or maintain a comparative business advantage or to secure any unfair advantage in favor of Bios Therapeutics Single-Member S.A., or b) any other development that in any way renders inaccurate or incomplete the statements, guarantees, and certifications of the Partner within the framework of the business activity undertaken, in relation to anti-corruption laws, they must immediately inform Bios Therapeutics Single-Member S.A. by any appropriate means about this information or suspicion and about all the details that came to the knowledge of our Employee or Partner.

3.5. Obligation of Validity of Information: Our Partners agree, accept, and guarantee that all their books and records are fully complete, accurate, and valid and that all entries, information, and presentations they have provided or will provide to Bios Therapeutics Single-Member S.A. will always correspond to the truth.

3.6. Compliance with Trade Sanctions: Our Employees and Partners declare and guarantee that in fulfilling their obligations:

  • They will make every reasonable and humanly possible effort to comply to avoid exposing Bios Therapeutics Single-Member S.A. to legal proceedings and consequent penalties under the prescribed Sanctions & Trade Controls (including all sanctions, export controls, and anti-boycott legislation, regulations, orders, directives, and decisions of the European Union, the United Kingdom, the United States of America, and any other country with jurisdiction over activities undertaken in relation to this Code).
  • They will not engage in any action that exposes and leads directly or indirectly Bios Therapeutics Single-Member S.A. to violation of legislative regulations with the risk of imposing penalties and sanctions under the prescribed Sanctions & Trade Controls.
  • They will not provide any information, the disclosure of which is prohibited or punishable according to the prescribed Sanctions & Trade Controls.

3.7. Commercial Transactions with Public Officials and Third Parties: Our Employees and Partners will not collaborate with third parties on behalf of Bios Therapeutics Single-Member S.A. or represent Bios Therapeutics Single-Member S.A. before a third party without prior express and written permission from Bios Therapeutics Single-Member S.A.

3.8. Fair Competition: Our Employees and Partners guarantee that they will not engage in methods and practices of unfair competition in violation of the applicable Law 146/1914 on unfair competition and will fully comply with the applicable antitrust laws and the competent Competition Commission.

3.9. Ensuring Confidentiality of Confidential Information: Our Employees and Partners are required to safeguard and ensure with due diligence and care all confidential information that comes to their knowledge, ensuring that Bios Therapeutics Single-Member S.A., its employees, and partners (natural persons) and their personal data privacy rights are adequately protected.

4. Labor Rights:

4.1. Guiding Principles: The business and labor practices of our Employees and Partners must comply with all applicable laws, as well as the requirements and principles of this Code. Our Employees and Partners must comply with the standards of this Code even when this Code exceeds the requirements of applicable legislation. Bios Therapeutics Single-Member S.A. encourages its Partners to continuously improve their labor standards, business ethics, and commitment to the health, safety, and environment of workers, respecting and defending labor rights.

4.2. Child Labor: Bios Therapeutics Single-Member S.A. does not tolerate the use of child labor. Our Partners are expressly prohibited from hiring employees whose age is lower than: (i) 15 years, (ii) the age of completion of compulsory education, or (iii) the minimum age for employment in the country where the work is performed. Additionally, employees under 18 years of age must not perform hazardous work. Bios Therapeutics Single-Member S.A. supports the development of legal apprenticeship programs in the workplace that comply with applicable legislation and this Code.

4.3. Forced Labor, Human Trafficking, and Slavery: Our Partners must not impose forced labor in any way, nor traffic workers or otherwise exploit workers through threats, violence, coercion, abduction, or fraud. Work must be voluntary, and workers must be free to leave their jobs and terminate their employment status or other work status with reasonable notice. Our Partners must not require their employees or partners to surrender personal documents containing personal data, such as identity cards, passports, work permits, medical documents, as a condition of employment, except to temporarily hold such documents to the extent reasonably necessary for the completion of lawful administrative processing.

4.4. Wages and Benefits: Our Partners must compensate their employees promptly and provide them with compensation (including overtime pay and benefits) that at least meets applicable legislation. Our Partners must also provide their employees with the basis on which employees are compensated promptly through a pay allowance or similar documentation. Deductions from wages as a disciplinary measure are not allowed.

4.5. Working Hours: Except in unusual or exceptional circumstances, (i) our Partners must not require an employee to work more hours weekly than permitted by applicable legislation, including overtime, and (ii) each employee must receive the number of days of leave they are entitled to annually. In any case, working hours must not exceed the maximum legal limit.

4.6. Prohibition of Discrimination: Working conditions must be based on an individual’s ability to perform their job and not on personal characteristics or beliefs. Our Employees and Partners must not discriminate based on race, color, national origin, gender, sexual orientation, religion, disability, age, political opinion, marital status, or similar factors in hiring and employment practices, such as job applications, promotions, job assignments, training, wages, benefits, and termination of employment. To the extent that medical examinations of employees or applicants are conducted, our Partners will use such tests only for legitimate reasons and never as a basis for unfair discrimination.

4.7. Fair Treatment: All employees must be treated with respect and dignity. Our Employees and Partners must not engage in or allow physical, verbal, or psychological abuse or coercion, including threats of violence, sexual harassment, or unreasonable restrictions on entering or exiting work premises. Our Employees and Partners must be free to express their concerns to Bios Therapeutics Single Member S.A. and participate in its audit process without fear of retaliation from management. Regarding the prohibition of violence and harassment in the workplace and the process of handling related complaints, we refer to our standalone, thorough Policies, which were developed in consultation with our Employees and are posted in a prominent place at our Company’s workplace, specifically on the notice board.

4.8. Immigration Compliance: Our Partners may only hire employees who have the legal right to work and reside in the country. If our Partners hire foreign workers, these employees must fully comply with immigration laws and the labor laws of the host country.

4.9. Freedom of Association: Our Partners must respect the rights of employees to form and join a lawful trade union or labor organization of their choice. Employees must not be punished or subjected to harassment or intimidation for the non-violent exercise of their right to join or refrain from joining such lawful organizations.

5. Safety and Health:

5.1. Work Environment: Our Partners are required to provide a safe and healthy work environment and take effective measures to prevent potential accidents and injuries to their employees by minimizing, as much as possible, and in collaboration with their employees, the inherent risks in the workplace. All our Employees and Partners will receive safety instructions and specific job positions during their employment or collaboration with Bios Therapeutics Single Member S.A. Our Partners’ employees and associates will have access to clean sanitary facilities and drinking water.

5.2. Worker Protection: Our Partners will protect their employees and associates from exposure to chemical, biological, and physical hazards, as well as physically demanding tasks in the workplace. Our Partners will provide appropriate controls, safe work procedures, preventive maintenance, and technical protective measures to mitigate health and safety risks in the workplace. When risks cannot be adequately controlled by these means, our Partners must provide their employees and associates with appropriate personal protective equipment.

5.3. Employee Information and Emergency Situations: Our Partners will train and protect their employees and associates from potential hazards by providing safety information related to all types of hazardous materials, including raw materials, isolated intermediates, derivatives, solvents, cleaners, and waste.
Our Partners will identify and assess emergency plans at all their facilities and minimize the impact of any emergency by implementing appropriate plans and safe response procedures.

5.4. Product and Process Safety: Our Partners are required to maintain and provide Bios Therapeutics Single Member S.A. with all necessary documents related to safety from hazardous substances. Additionally, our Partners will ensure compliance with the European Commission regulation number 1907/2006 concerning the registration, evaluation, authorization, and restriction of chemical products (REACH).

Our Partners will address issues related to products and their potential impact at all stages of the production process. Our Partners are required to identify potential hazards such as harmful chemical releases, fumes, explosions, etc., by implementing appropriate technical measures to achieve effective prevention or response to these.

6. Environment:

6.1. General Principles: Bios Therapeutics Single Member S.A. is fully sensitive to environmental issues in all aspects of its business transactions, fully complying with the applicable legislative framework, and requires all its partners to demonstrate similar sensitivity and compliance regarding the environment and the legislative regime, minimizing as much as possible any environmental impacts. Bios Therapeutics Single Member S.A. requires all its Employees and Partners to provide accurate and timely responses to material information requests to support Bios Therapeutics Single Member S.A.’s compliance with domestic and international laws and regulations.

6.2. Environmental Permits and Record Keeping: Our Partners must obtain and maintain all required environmental permits, approvals, and registrations and follow applicable operational and reporting requirements.

6.3. Effective Management and Disposal of Hazardous Substances: Our Employees and Partners must identify and effectively manage the safe handling, movement, storage, and disposal of chemicals and other substances that pose a threat to the environment, including providing appropriate training to employees on the safe handling and disposal of hazardous substances. Additionally, our Partners must monitor, control, and address regulated gas emissions in accordance with applicable legislation.

6.4. Continuous Improvement: Bios Therapeutics Single Member S.A. is committed to eliminating or minimizing as much as possible all negative environmental impacts by implementing and using environmentally friendly methods and raw materials, while encouraging all its Partners to similarly improve their own practices to reduce the use of hazardous substances and negative environmental impacts. Bios Therapeutics Single Member S.A. is willing to listen to suggestions and comments from its Employees and Partners for the improvement of Bios Therapeutics Single Member S.A.’s operations and processes.

6.5. Corrective Actions: The compliance of our Employees and Partners with this Code is subject to periodic review by Bios Therapeutics Single Member S.A., including assessments and audits. Our Partners must provide immediate access to their facilities and employees, associates during any audit. We require our Partners to be prepared to implement a remediation plan for any violations of this Code by taking corrective actions for any deviations from it, and Bios Therapeutics Single Member S.A. is authorized to closely monitor remediation efforts.

Bios Therapeutics Single Member S.A. may (without liability) immediately terminate its relationships with any Employee or Partner found to be violating or failing to remedy any violations of this Code.

7. Guarantees:

Our Employees and Partners commit and guarantee that:

  • They will strictly adhere to all obligations arising from this Code.
  • They will operate with complete transparency and with the aim of ensuring the prestige and commercial reputation and reliability of Bios Therapeutics Single Member S.A. against any third-party transaction with them.
  • They will fully comply with the Laws (national and supranational) as well as all types of Regulations concerning the smooth operation of Bios Therapeutics Single Member S.A. and the avoidance of penalties and sanctions from the competent domestic and foreign Authorities.
  • They will prevent and address with utmost diligence any risks arising in relation to illegal activities, environmental protection, unequal treatment and discrimination of employees, forced labor, and personal data they come into contact with and process.
  • They will train accordingly and appropriately by providing regular training programs to their employees to gain full knowledge and understanding of each individual issue of this Code.