Ethical Code

Foreword

The Board of Directors of BlueGen Ltd.’s (hereinafter: the ‘Company’ or ‘BLUEGEN’) decided to formulate and lay down the basic principles and the rules and practices governing proper business culture known by the name of the ‘Ethical Code’ (hereinafter: the ‘Ethical Code’) that will serve as a guide that will bind the entire employees of the Company and its officers, and whose purpose is to prevent violations of the law and misconduct, strengthen the connection between the Board of Directors and the employees of the Company, and the employees of the Company among themselves, and establish a reliable connection between the Company and its shareholders, customers and service providers. The management of the Company believes that observance of the Ethical Code will improve the performance of the Company and will contribute to the good name and reliability of the Company among all persons conducting business with the Company.

The set of the rules in the Ethical Code does not replace the State laws, however the management of the Company considers these rules as part of the disciplinary rules in the Company that apply to all employees, officers and directors and they constitute an integral part of the terms of employment of each employee in the Company.

Therefore, the Company will apply disciplinary measures against any of the members of the management, the employees of the Company or officers who are found to be in violation of these rules, including the termination of their employment in the Company.

It should be noted that each of the employees, including the officers in the Company, are expected to give a personal example for his coworkers in the observance of the Ethical Code.

The entire instructions set forth in this document relating to the Company will also apply to subsidiaries and companies that are materially related to the Company, mutatis mutandis.

1. Observing the law and acting in accordance with the provisions of the law
The Company and its employees are obligated to conduct legal business activities and observe all laws, regulations, rules and instructions of the State of Israel and other countries where the Company operates. It should be emphasized that failure to know the law does not constitute a reason or an explanation for the violation of the law and does not release the employees from its observance.
Explanatory notes – The management of the Company wishes to conduct the business of the Company while observing the laws of the State and the laws of other countries in which the Company operates. The Company is subjected to different laws stemming from its sphere of activity and the business that the Company conducts, including labor and safety at work laws, different tax laws, antitrust, environmental protection, corporate laws, securities laws and other laws and regulations. It should be emphasized that lack of knowledge of the law does not release a person from observing it.

The aforesaid does not constitute a full list, however serves as an example only, and any employee, as part of the performance of his work, is required to observe the laws, regulations, rules and instructions, including the instructions set forth in this Ethical Code.

2. Protection of confidentiality, intellectual property and business and trade secrets of the Company

The employees of the Company are obligated to protect the confidentiality, protect the intellectual property and the business and the trade secrets of the Company.

Explanatory notes – over the years the Company accumulated know-how and experience in the spheres of activity in which the Company operates, and some are unique to the Company itself and grant to the Company an advantage over its competitors. Information and intellectual property, including the business and the trade secrets, include, inter alia, the entire documents of the Company, different patents of the Company, trademarks and copyright, manufacturing processes, formulae, special machinery, information regarding suppliers, customers and other entities with which the Company maintains any connection, business plans and strategic plans. All of these are only examples of business and trade secrets, however any information that reached your possession within the framework the performance of your work or in any other manner other than from the public domain, is a trade secret of the Company and is subjected to the duty of confidentiality. Sometimes there is information that the Company is required to make available to the public or publish, and such distribution and publication as said will be made only by the employees who were designated expressly by the Company for that purpose.
In addition, the employees of the Company are required to keep in confidence any information that is not in the public domain and that refers, inter alia, to decisions, actions, procedures, plans, revenues, financial or business forecasts, databases, names, addresses and knowledge about the Company, its customers, suppliers, business partners, employees of the Company or its shareholders, even if this information reached them by accident.

3. Protecting the assets of the Company
The employees of the Company are obligated to protect the assets of the Company and assure the proper use of such assets.

Explanatory notes – the assets of the Company are the property of the Company and are intended to be used by the Company within the framework of its business activity. The employees of the Company are prohibited to use the assets of the Company in a wasteful or negligent manner or steal these assets. The assets of the Company include, inter alia, cars, telephones, computers, office equipment, furniture, machinery, raw materials and products that the Company manufactures and markets.

4. Prohibition on transactions in securities of Generation Capital Ltd. (‘Generation’) while using inside information

For the purpose of maintaining fair trade, the directors, officers and employees of the Company are prohibited from buying and selling the securities of Generation that are traded in the stock exchange, while using inside information and/or providing such information to another entity.

Explanatory notes – the securities of Generation are traded in the stock exchange and the trade should be fair trade. The meaning of fair trade is, inter alia, that the public of investors has information that it received in accordance with the law by the Company, such as period reports that include, inter alia, annual and quarterly financial statements and immediate reports that are published, to the extent that the Company holds special events that are reportable.

The majority of the employees of the Company know, even before the public, about different events that occur in the Company and whose legal date for their publication is not yet due. For example, when preparing the financial statements prior to their publication, the Company collects different data that indicate the performance in the quarter or during the year. These data serve as basis for the final report that will be published, however the data is quite clear. In such circumstances as said, any employee who is exposed to these data or who received inside information about such data is prohibited from buying or selling the Generation securities as long as the data is not made available to the public. It is clarified that the aforesaid is only an example, and there are other events that are within the knowledge of the employees, before they were made available to the public, including contracts and/or the results of tenders in which the Company participates.

It should be emphasized that the buying and the selling of any securities while using inside information is a violation of the law by the person committing it. Therefore, the employees of the Company are required to observe strictly the instructions set forth in this Ethical Code and the provisions of the law in anything related to the transactions in the securities of Generation, and in the event of doubt, it is necessary to contact the officer in charge of the Ethical Code in the Company for the purpose of receiving his instructions.

In light of the fact that our company is part of the Generation Fund, which is a public company traded in the stock exchange, the events that occur in our company might have a material effect on the public Generation Company, and therefore this section is also relevant to the employees of BLUEGEN, including the employees of its subsidiaries.

5. Preventing a conflict of interests and personal interest

The entire employees of the Company will act in good faith that will serve in the best possible manner the interests of the Company without using their position in the Company for the purpose of advancing their personal and private affairs.

Explanatory notes – during the term of employment of an employee in the Company, from time to time there are circumstances in which the employee finds an opportunity to produce benefit for himself or for his family members or his associates as a result a business transaction that the employee is required to perform for the Company. In such circumstances as said, the Company might suffer damage because the employee did not just consider only the benefit of the Company, however took into consideration his personal benefit from his actions. A conflict of interests can be manifested, for example, in the work performed with suppliers, customers or competitors, including in the receipt of benefits from the said entities.
For example, in a transaction for the purchase of a specific product from a supplier, an employee who operates in a conflict of interests can purchase a product that fails to meet the necessary quality standard or perform a transaction that the Company does not even need and consequently the Company might suffer damage.

6. Prohibition on receipt and on the provision of benefits
The employees of the Company will not receive and/or give benefits from business entities that are related to the Company. Explanatory notes – the different employees in the Company, especially those that are related to external entities, are familiar with this phenomenon, namely that the said external entities give them different gifts, or offer them different benefits that are sometimes of high financial value. There are customary token business gifts such as a calendar, keychains, promotional notepads etc. whose financial value is low and that can be classified as part of the public relations of the person giving the gift. In addition, the Company will decide in which cases the employees of the Company are entitled to give gifts, for example during holidays and in sales promotion events.

There is a strict prohibition on giving or receiving any gift and/or benefit that exceed the said items so that the employees will not develop, even distractedly, any commitment towards the person giving the gift or vice versa. In the event of doubt, the employee will consult with the officer in charge of the Ethical Code and will receive his instructions.

7. Prohibition on using business opportunity of the Company and prohibition on competition

The employees of the Company are prohibited from taking advantage of business opportunities of the Company for themselves or for their relatives.

Explanatory notes – during his work there are circumstances in which an employee encounters a business opportunity. Thus, for example, an employee wishes to purchase an office for the Company and as part of his search he was presented with an office for a bargain price, because the seller is under pressure to sell the office very quickly for his own reasons. The employee might think that this transaction is tempting, and will be tempted to buy the office for himself for will present such information to a third-party that is related to him to buy this office. The employee operates under the assumption that the Company will find a different property. Such an action is prohibited, since it constitutes abuse of a business opportunity for personal purposes by an employee of the Company. For the purpose of this matter, employees of the Company are also prohibited from competing with the Company, whether directly and indirectly, during the term of their employment in the Company and even thereafter (subject to the limitations set out in the employment contracts of each employee).

8. Keeping records and saving documents

The employees of the Company are required to record and report accurately about documents and reports and keep them for a period of 7 years.
Explanatory notes – the Company demands accurate and correct recording and reporting practices for the purpose of making responsible business decisions and complying with the requirements laid down in the law. Therefore, all registers, records, accounts and financial statements of the Company should adequately reflect the transactions of the Company and comply both with the applicable legal requirements and receive support from the internal control systems of the Company. In addition, employees may not keep unregistered funds or assets or anything “off the books.” Employees may not cover up mistakes however must expose such mistakes and correct them fully and immediately. In addition, employees are prohibited from forging any record. In addition, employees are required to keep the material documents of the Company for a period of 7 years as a minimum.

9. Reports – periodic and immediate
The employees of the Company are required to report immediately about material events and are obligated to provide full, accurate and timely disclosure with relation to the periodic and quarterly reports in the financial statements.

Explanatory notes – the employees of the Company are obligated to notify their superior and/or the legal counsel of the Company regarding any information in their possession and events that may have a material effect on the Company or have a material effect on the business conducted by the Company. In general, there is no closed list of cases in which it is mandatory to submit an immediate report to the Securities Authority and therefore each case should be considered individually, it is necessary to exercise judgment and consult with the employee’s superior and/or with the enforcement officer in the event of doubt. Generally speaking, we can say that an event that requires immediate report is an event that includes important information related to the Company, and that a reasonable investor will assign it importance for the purpose of making a decision to invest in the securities of the Company.

In light of the fact that our company is part of the Generation Fund, which is a public company whose securities are traded in the stock exchange, then the events that occur in our company can have a material effect on Generation and therefore this section is also relevant to the employees of BLUEGEN Company, including its subsidiaries.

10. Dignity and prohibition on discrimination and harassment

The employees of the Company are obligated to respect other persons and avoid completely any discrimination and harassment, including sexual harassment.

Explanatory notes – the relationship between the employees of the Company and the entire community, including the other employees of the Company, customers, suppliers and shareholders, will be based on respect, tolerance and mutual consideration, an open and pleasant atmosphere, cooperation and avoidance from public criticism. Employees are required to protect the privacy and the good name of the employees of the Company and its customers and suppliers.
Discrimination based on race, nationality, ethnic origin, gender, personal status, age, sexual preferences, disability, military service etc. and any kind of harassment, including sexual harassment, are strictly prohibited. It should be emphasized that the creation of a hostile sexual atmosphere is defined as sexual harassment for all intents and purposes, and therefore it is strictly prohibited.

The officer in the Company in charge of sexual harassment is Rinat Regev, HR Director.

The officer is available for the employees of the Company in any matter related to sexual harassment.
You may contact the sexual harassment officer in the following manner:
Tel.: 073-2823651
Fax: 073-2823684
Email: rinatr@bluegencorp.com

11. Safety and protection of human lives
The employees of the Company are obligated to protect human lives, including the body and property of employees.

Explanatory notes – the employees of the Company are obligated to observe safety rules and maintain a work environment that is safe for the employees, suppliers and customers of the Company. Employees are required to apply strict care in the performance of actions that have a potential risk for the purpose of avoiding risk to human lives or that might cause personal injury or damage to property.

12. The relationship between the employees in the Company
The employees of the Company are required to maintain fair, honest and professional cooperation between them, and avoid abusing their status.

Explanatory notes – the employees of the Company are required to maintain a relationship at work that is based on cooperation, honesty and fairness with their coworkers, share professional information, help new employees and employees who are having difficulties in the workplace, and keep a pleasant work environment. The employees of the Company who are in charge of other employees will not abuse their possession towards their subordinates.

13. Environmental responsibility
The Company and its employees are also obligated to protect the environment.

Explanatory notes – the Company considers the protection of the environment a major and principal value while considering the interests of the next generations. It is necessary to take action for the purpose of constantly improving the environmental protection and reducing the use of exhaustible resources.

Thus, for example, the employees of the Company are required to reduce the use of paper while adhering to informed use of printers and reduce the use of disposable tableware to a minimum.

14. Customer service
The Company and its employees will conduct fairly in their business and will conduct fairly towards the customers of the Company and will provide professional and courteous service.

Explanatory notes – as part of a fair, professional and courteous customer service, the Company and its employees are committed to truth in advertising, taking fair and honest actions only for the purpose of marketing the products and the services and assure that the information, the prices and the obligations passed to the customers are reliable. Thus, for example, an employee in the Company is prohibited from making false promises in connection with any product/service when, according to the understanding of the said employee, the requirements and expectations of the customer and the type of the proposed product/service are not in conformance with each other.

15. Consultation
The Company emphasizes that each of the employees in the Company is required to consult with his superiors or the officer in charge of the Ethical Code in the event the employee has doubts regarding the proper course of action that the employee is required to pursue within the framework of the position that the employee fills in the Company.
The following are a number of useful questions that you should ask yourself in the event of doubt regarding the violation of the Ethical Code:

  1. Is the act/action legal?
  2. Will you feel uncomfortable if your superiors, family members, friends, coworkers find information about your actions, or if the information is available to the public?
  3. Do you gain personal interest from the act/action?
  4. Do you act out of foreign considerations that are not in conformity with the interests of the Company?
  5. Would you like your rights, dignity, body and property to be treated in the same manner that you are about to treat others?

16. The officer in charge of the Ethical Code
Adv. Eyal Sarid, the legal counsel, is the officer in charge of the Ethical Code in the Company.
The officer is available to the employees of the Company for orientation, guidance, training and advice in anything related to proper conduct in accordance with the rules laid down in the Ethical Code.
You may contact the officer in the following manners:
Tel.: 073-2823646
Fax.: 073-2823669
Email: Eyals@bluegencorp.com

17. Reporting about violation of the Ethical Code or the provisions of the law
Each employee and officer in the Company are obligated to report immediately to the officer in charge of the Ethical Code in the event of a concern about the violation of the provisions of any law, including the violation of the internal enforcement program, irregularities in the Company and conduct that is not in conformity with the Ethical Code by any of the members of the Board of Directors, the managers and/or the employees of the Company.
Alternatively, employees may submit an anonymous report to the “hot line” as follows:
Fax.: 073-2823669
Email: Eyals@bluegencorp.com
Postal mail: Akko Industrial Zone, PO Box 2408, Akko 24123

The Company undertakes to handle any query in a thorough and discreet manner, and act speedily and firmly against any violation of the procedures of the Company, including the Ethical Code, and will apply proper means of enforcement against the persons who violated the Ethical Code.

It should be emphasized that failure to deliver a report shall be deemed as violation of this Ethical Code and employees are strictly prohibited from submitting knowingly false reports (for example, for the purpose of causing harm or harassing another employee).

 

Ethical Code

Introduction

BlueGen Ltd.’s (referred to as “the Company”) Ethical Code serves as a guiding framework for all Company’s employees and officers. This Ethical Code aims to prevent violations of the law, ensure ethical conduct, strengthen internal and external relationships and uphold the Company’s reputation.

Compliance and Application

This Ethical Code complements existing laws and regulations. All employees, officers, and directors are bound by this Ethical Code, which forms an integral part of their employment terms. Violations of this Ethical Code may result in disciplinary actions, including termination.

Compliance with Laws

The Company and its employees are committed to conducting lawful business activities, adhering to relevant laws, regulations and instructions in all jurisdictions where the Company operates. Employees must ensure their actions align with these legal requirements.

Confidentiality and Intellectual Property

Employees are required to safeguard the Company’s confidential information, intellectual property and trade secrets. This includes protecting proprietary data, patents, trademarks, and business relationships. Any information not publicly available is considered a trade secret and must be treated as confidential.

Securities Transactions and Inside Information

Directors, officers, and employees are prohibited from trading Generation Capital Ltd.’s securities while in possession of inside information and/or providing such information to third parties. Compliance with trading regulations and responsible disclosure is essential to maintain fair trade practices.

Reporting

Employees must promptly report material events and ensure accurate and timely disclosure in periodic and quarterly reports. Timely reporting is vital to maintain transparency and regulatory compliance.

Conflict of Interests

Employees must prioritize the Company’s interests over personal gain and avoid situations where personal interests conflict with those of the Company. Any potential conflicts of interest must be disclosed and managed appropriately.

Business Opportunities and Competition

Employees are prohibited from personally benefiting from business opportunities related to the Company. Employees must avoid competing with the Company, both during and after employment.

Prohibition on Gifts and Benefits

Employees must refrain from giving or receiving gifts or benefits that exceed customary tokens of appreciation. Excessive gifts could compromise impartiality and create conflicts of interest.

Asset Protection

Employees must responsibly use and protect the Company’s assets, including equipment, materials and products. Misuse or theft of Company’s assets is prohibited.

Records and Documentation

Accurate and transparent record-keeping is essential. All records, financial statements, and accounts must be maintained accurately and in accordance with legal and regulatory standards.

Respect, Dignity, and Harassment

Employees are expected to treat others with respect, avoiding discrimination, harassment, and any hostile behaviors. A safe and inclusive workplace environment must be maintained, free from any form of harassment.

Safety and Protection

Employees must prioritize safety, protecting human lives and property. Adherence to safety protocols and responsible actions are essential to prevent accidents and injuries.

Professional Conduct

Fair, honest and professional cooperation among employees is crucial. Abusing authority or status is prohibited.

Environmental Responsibility

The Company and its employees are committed to environmental protection and sustainable practices. Responsible resource use and reducing environmental impact are priorities.

 Customer Service

Fair, truthful, and professional interactions with customers are required. Accurate representation of products and services is essential for building trust.

Consultation

Employees are encouraged to consult superiors or the Ethical Code Officer when unsure about proper courses of action. A set of questions can guide decision-making:

Ethical Code Officer

Adv. Keren Cohen Saad, the General Counsel, serves as the Ethical Code officer.

Employees can seek guidance and advice on ethical conduct from the Ethical Code Officer.

Reporting Violations

Employees and officers must report any violations of laws, the Ethical Code, or irregularities in the Company’s conduct. Reports can be submitted to the Ethical Code Officer directly or anonymously through designated channels.

Email: kerencs@bluegencorp.com

Phone: +972-54-2466696

Postal mail: HaTahana 1. Kfar Saba 4453001

Adv. Keren Cohen Saad

 

Updated on March 13, 2024