TABLE OF CONTENTS

ABOUT THE CODE

NVision Group JSC and employees

Working conditions

Role of managers

Workplace behavior

Notification and training

Conflict of interest management

Gifts and entertainment events

Confidential or Company’s proprietary information

Protection and use of Company’s property.

NVision Group JSC and counterparties

Good faith marketing

Personal data protection

Counterparties’ security check

NVision Group JSC and the community

Interacting with partners and suppliers

Protection of intellectual property

Corporate social responsibility

Charity

Public remarks, statements and interacting with the mass media/social networks

NVision Group JSC and the laws

Relations with government agencies

Anti-corruption legislation

Competition and antitrust legislation

Company accounts and records

Applications and reports of violations of the Code

RESPONSIBILITY FOR FAILURE TO COMPLY WITH (IMPROPER COMPLIANCE WITH) THE CODE

Conclusion

ABOUT THE CODE
What is the Code of Conduct and Business Ethics?

The Code of Conduct and Business Ethics (hereinafter the “Code”) is the basic document of NVision Group JSC (hereinafter NVision Group, the Company) containing the key principles of conducting business and the set of standards and requirements adopted in our Company for the purpose of complying with applicable laws, facilitating honest and ethical business practices and preventing improprieties.

The Code defines the rules and standards that should be followed by the employees in their everyday work. The Company does not tolerate any ways of doing business that run counter to these rules and standards. In those cases that demand compliance with higher standards than those commonly accepted in commercial practice, or that fall under regulatory act of greater legal force pursuant to prevailing law, the Company will adhere to and observe them.

Why do NVision Group and its employees need the Code?

NVision Group adheres to the principles of fair practice and business ethics in order to:

  • comply with the requirements of Russian and foreign law and other mandatory regulatory documents;
  • observe the interests of concerned parties;
  • maintain a good business reputation.

This is called “compliance”.

The Code helps to the employees to make fair and reasonable decisions. It will prompt where to go for advice when uncertain about decisions made or if Code provisions are violated.

The purpose of the Code is to reinforce and demonstrate that the Company follows best ethical business practices and inform all concerned parties about this position of the Company.

Concerned parties are customers, suppliers, competitors, mass media, Russian and international regulatory authorities, and other third parties, which may impact NVision Group, and operations of which may be impacted by NVision Group in its turn.

Who is covered by Code provisions?

The Code is effective in respect to the following:

  • members of the Board of Directors;
  • management personnel;
  • other employees of NVision Group (hereinafter “employees” shall mean all persons covered by the Code).

The standards of corporate conduct and business ethics presented in the Code also extend to all companies forming part of the NVision Group, as well as other individuals acting on behalf of or in the interests of the Company.

What is expected from me according to the Code?

The Company expects that all employees will work conscientiously and fairly. This requires that the employees:

  • become thoroughly familiar with the Code and abide by the principles and procedures set forth herein;
  • perform their duties pursuant to NVision Group local regulatory acts and the requirements of applicable law;
  • prevent conflict of interest situations (for more details, read the section “Conflict of interests management”);
  • show responsibility for decisions made;
  • inform the Company immediately about all identified or potential cases of dishonest behavior or unfair business practices;
  • behave ethically whenever the employee represents the Company or may be associated therewith.

We are confident that only fair business is sustainable!

There might be operations in our work, where it is not always possible to unambiguously define what to decide, in order to demonstrate fair and honest behavior. The Code is not an exhaustive code of rules applicable for each unambiguous situation. If you’re not sure how to proceed, ask yourself the following questions:

  1. It is legal?
  2. Is it fair?
  3. Does it meet the Company’s interests?
  4. Does it comport with the Company’s rules?
  5. Does it align with the Company’s reputation?
  6. Do I have the authority?
  7. Will I feel comfortable if the information on my actions is published in the media?

If the answer to any of these questions is "No", you should not do what you were going to do.

What is the risk of Code violation?

Labor agreements with the employees include provisions about their compliance with the Code and applicable laws.

Behavior not complying with the norms of the laws or the Code may result in disciplinary sanction, including dismissal/termination of a labor agreement, in accordance with the factual circumstances of each specific situation and in accordance with the laws.

Issues about violation of the Code, ethical conflicts, results of completed audits according to messages of employees about unethical conduct of NVision Group employees (colleagues, management, reports) shall be considered at the meetings of the HR Committee. Besides, this information shall be quarterly provided to the President of the Company and to the Compliance Department of MTS PJSC.

Employees who have violated the law or this Code must compensate NVision Group for material damage caused by such violations, in accordance with labor law and other legislation, and may be subject to administrative and criminal prosecution in accordance with applicable law.

In addition to the foregoing, it is necessary to remember that the actions of each of us might have a direct impact on the Company’s reputation and financial position, and in the final analysis, affect us and our colleagues.

What the Company does to inform its employees about the provisions of the Code?

All Company employees are informed about the provision of the Code by receipt when hired. Additionally, in order to ensure proper understanding and execution of the Code’s requirements, all employees pass an e-course in training and are tested on issues of observance of its provisions within three months from the start of work and then once every two years.

NVISION GROUP JSC AND EMPLOYEES

Care about employees is one of the Company’s priorities. We are convinced our attitude towards our employees largely determines their conscientious behavior at the Company.

The Company builds relations with employees on the basis of common objectives, mutual respect, long-term partnership, taking into account mutual interests, good faith and open-mindedness.

Our key asset is our people. Today, we are concentrating our efforts on the search for ingenious, innovatively-minded specialists, as well as on continuous employee development within the Company.

Working conditions

The Company promotes a friendly corporate culture and an atmosphere of gratitude and recognition towards employees who help grow our business — our colleagues! The Company undertakes to abide by all prevailing laws and norms dealing with labor law, to ensure the social protection of employees, and to observe the principle of equal opportunities for all employees, based on their professional merits. This applies to all aspects of employment, including hiring, training, promotion, compensation, discipline and dismissal.

The guarantee for professional growth and an integral condition for conscientious and responsible behavior of employees in our Company are high-quality, timely and regular training.

NVision Group fully shares the generally-accepted global approach to respect for human rights while recognizing their importance and universality. In its operations, the Company is guided by the following principles:

  • Equality of opportunity and treatment in the area of labor and employment;
  • Freedom of association;
  • Rejection of compulsory and forced labor;
  • Rejection of child labor;
  • Non-discrimination, including on the basis of disability, with respect to all issues concerning all forms of employment;
  • Protection of, and support for, the family, motherhood, fatherhood and childhood;
  • Safe working conditions;
  • Right to education.

The Company prohibits discrimination and harassment, violence and/or threats of violence, as well as other inappropriate behavior with respect to any employee. NVision Group strictly adheres to the principle of equal, respectful treatment towards all its employees, regardless of their personal background: race, skin color, gender, ethnicity, nationality, religious beliefs, citizenship, age, physical capabilities, marital status, sexual orientation, culture and other legally protected individual characteristics. All employees are responsible for honoring this principle.

Role of managers

An important task of managers at NVision Group is to form a culture and work atmosphere that promotes making correct and wise decisions, which is the basis for the Company’s successful performance. A manager includes not only the top manager, but also any other NVision Group employee with subordinates.

The Company expects that every manager will:

  • through their conscientious behavior be an example of adherence to the Company’s values, including when interacting with clients, government agencies and suppliers, be aware of the requirements of legislative acts, policies and internal procedures of the Company applicable to their scope of activities, and share their knowledge with subordinates;
  • explain issues of labor legislation and other legal norms to employees;
  • encourage employees not only for their performance, but also for their ethical, good-faith behavior among themselves, with partners and with suppliers;
  • demonstrate openness to the issues and suggestions raised by colleagues, including on questions of corporate ethics and propriety;
  • react swiftly in cases where they become aware of violations of the Code and/or other NVision Group JSC policies and procedures.
Workplace behavior

The Company strives to ensure a safe, comfortable work environment for its employees, however, the maintenance and preservation of a healthy work atmosphere also depends on employees’ adherence to the rules of work behavior.

Labor discipline is mandatory subordination of all employees to the requirements established by the internal code of labor conduct, by employment agreements, job descriptions and local regulatory acts. In the event of violation of the labor discipline (commission of a disciplinary offense), i.e., non-performance or improper performance by the fault of an employee of the work duties assigned thereto, disciplinary sanctions may be imposed upon the employee of NVision Group JSC.

Question: What types of behavior are categorically prohibited at the Company?

Answer: The Company prohibits any behavior posing a risk to human health in the workplace, for example:

  • reporting to work in a state of alcoholic, narcotic or other intoxication, as well as the consumption of alcoholic beverages and/or narcotic substances;
  • intentional causing of harm to the health and/or property of other employees;
  • preventing the work of other employees;
  • smoking in undesignated areas on the territory of the Company premises.

All employees are obliged to observe the labor safety requirements and fire safety rules established by Russian Federation law and the Company’s regulatory acts.

The Company calls the employees to treat their colleagues with respect, provide assistance to newcomers, follow the business ethics rules and help foster a friendly work atmosphere, not to use vulgar language when communicating with other employees, counterparties of the Company.

We communicate daily by e-mail with our colleagues, partners, counterparties and other concerned parties. It is important to focus on the contents of sent messages, maintain a professional, corporate style, state information as briefly, clearly and unambiguously as possible. Remember that careless statements in e-mail could carry potentially significant reputational, financial and legal risks for our Company.

Question: Why do I have to comply with the rules of correspondence and treat contents carefully, if I am corresponding with a colleague?

Answer: Because the message that you are sending under certain conditions may get into hands of those, for whom it was not intended. Besides, messages sent from the Company’s email system, are its property and may be used in conflict situations as arguments, including in external authorities, to damage the Company. For example, at first glance, such harmless phrases as “assist”, “motivate clients” or “thank you for swift cooperation” may be perceived ambiguously and not play in your favor.

Employees shall use their entire working time, workplace and information resources of the Company for effective performance of their job duties, strive to create and maintain good relations, to improve trust of counterparties, to strengthen business image of the Company.

Notification and training

All Company employees are informed about the provision of the Code by receipt when hired. Besides, to ensure proper understanding and compliance with the requirements of the Code, all employees shall complete e-training and testing on the issues of compliance with the Code (new employees shall complete the course for three months from the moment of employment in the Company, for all existing employees the course shall be provided once in two years). The course intuitively explains provisions of the Code and principles of fair business, requirements of the laws and standards of conduct expected from the employees. The Company developed e-training course on anti-corruption laws, which is also mandatory for completion by all employees similarly to the course on the Code of Business Conduct and Ethics.

The management of the Company shall be certified for compliance with the standards of the Code of Business Conduct and Ethics and Anti-Corruption Policy.

In addition to mandatory e-courses, the Company provides full-time compliance trainings to maintain continuous awareness of employees about requirements of the laws, internal policies and procedures mandatory for each employee, and employees are periodically notified by sending communications on the topic of compliance requirements.

We believe that regular training and notification of employees shall be an integral condition of fair and responsible conduct in our Company.

Conflict of interest management

The Company expects all of its employees to take a conscientious attitude towards the performance of their respective job duties and prohibits the derivative of personal gain from the positions thereby to the detriment of the Company’s interests.

A conflict of interest occurs when the employee has any personal relations, financial or other interests, which could have interfered with his or her activities for the benefits of the Company, to perform their work impartially and effectively, and could have resulted in financial damage of the Company. All employees must avoid actions or relationships that conflict, or could conflict, with the interests of the Company.

Conflict of interest means the situations where there is or may arise a contradiction between the employee’s personal interest and the legitimate interests of the Company.

Personal interest is the opportunity for a Company employee when performing job duties to derive personal gain in terms of money, valuables, other property, benefits, goods and advantages, for themselves and/or family members and/or their close relatives.

Why is it so important to shield the Company from conflict-of-interest situations?

  1. To avoid possible financial losses and reputational damages for the company;
  2. To prevent the making of biased decisions to the detriment of the company’s interests;
  3. To exclude situations where the presence of business interests outside the Company may prevent the employee from full execution of his/her duties.

The Policy entitled “Conflict of Interest Management” provides a detailed description of the terms and conflict of interest situations, as well as the sequence of employee actions that need to be taken to prevent a conflict of interest.

Upon being hired, new employees are familiarized with the “Conflict of Interest Management” policy, and required to complete and sign a special form, entitled “Disclosure of Conflict-of-Interest Information”.

The management is certified annually in order to prevent conflict-of-interest situations.

Employees who have been in state or municipal public service over the previous two years must additionally obtain the consent of the respective government organization.

All employees are obliged if possible to avoid situations in which a conflict of interest may arise. If a conflict of interest cannot be avoided, the employees must promptly inform the Compliance Manager or their immediate supervisor, participate actively and assist in settling the conflict of interest, and urgently take measures to eliminate the conflict of interest, where so required by the Company. The Company, like the employee, is interested in the swiftest settlement of the conflict-of-interest situation with an outcome beneficial to all parties.

Question: My relative is an NVision Group JSC employee just like I am, but he works at one of the Company’s other structural divisions. Is this considered a conflict of interest?

Answer: This situation is a potential conflict of interest. You need to divulge information pursuant to the “Conflict of Interest Management” policy.

Question: The company where I or my relatives serve as cofounders is an NVision Group JSC supplier. Will such situation be a conflict of interest?

Answer: Yes, if your direct job duties involve the authority to make decisions with respect to that company.

Question: My spouse is an employee of NVision Group JSC competitor. Is this a conflict of interest? What should I do?

Answer: In this case, you must divulge information about a conflict of interest in the form and per the procedure established by the “Conflict of Interest Management” policy to work on the optimal solution.

Gifts and entertainment events

The giving and receiving of gifts, as well as attending official and entertainment events is common business practice, yet in certain situations, this practice exposes the Company’s business to serious risk.

Within the scope of its anticorruption policy, the Company has adopted a separate Regulation “On Gifts and Entertainment at NVision Group JSC”. It states the rules and standards, establishes expense limits, restrictions establishing the circumstances for the giving and receiving of gifts and event invitations, as well the requirements for their approval procedure.

Gifts in cash or cash-equivalent form (gift cards, vouchers and certificates) are prohibited in the Company.

As a rule, it is permissible to give gifts or invitations to entertainment events to certain counterparties or accept such from those, provided that it may not be treated as stimulus or award for any specific business solution. Besides, all expenses for the gifts and entertainment events shall be taken into account in the expense reports.

In the Company it is permissible to give and accept token gifts specific for usual business practices and compliant with the requirements of the local laws. The Russian anti-corruption laws prohibits to persons holding public offices of the Russian Federation and state offices of the subjects of the Russian Federation, and also municipal offices, to accept remunerations in connection with performance of job duties not provided for by the legislation of the Russian Federation (loans, monetary and other remunerations, services, payment of entertainment, rest, transport expenses) and gifts from individuals and legal entities.

It is unacceptable to use giving gifts (as well as other types of hospitality) in order to get commercial benefit and in exchange for information, favorable attitude or possibilities for the business.

If an employee of NVision Group JSC accepts a gift or an invitation, it shall not anyhow impact his or her ability to make impartial and fair business decisions.

If a gift or invitation does not comply with the foregoing norms, it is politely refused. Each of us is responsible for a healthy approach to these issues.

Question: Counterparty has invited me to attend an out-of-town conference, and is offering to pay for all related travel and accommodation expenses. Can I accept this invitation?

Answer: The invitation can be accepted, provided that you are not currently in the process of negotiating or making a business decision in favor of the counterparty, and that the conference is directly related to your work specialty, is of practical interest, will not involve entertainment events for most of the trip, and the value of expenses undertaken by the inviting party is reasonable.

If you are in doubt as to whether it is appropriate to give a gift or invite counterparty to an event, or you’re worried that a gift that has been presented to you cannot be accepted under Company rules, you should contact your immediate supervisor or a Compliance Manager.

Confidential or Company’s proprietary information

In the process of working at the Company, an employee is exposed to information and data of a confidential nature. The list of informational material constituting a commercial secret is provided in the Policy “Regulations on Information Security (Confidentiality) Procedures of NVision Group JSC”. Safeguarding of information materials against unauthorized access is vital to the success of Company operations and could be tremendous significance of the preservation of jobs of all employees.

Upon being hired by the Company, a new employee assumes the ethical and legal obligation to refrain from disclosing confidential information or information constituting a commercial secret, even the employee subsequently decides to leave the Company. All of the Company’s employees must comply with NVision Group PJSC information safety (confidentiality) procedures, namely:

  • ensure the safety of confidential data in the employee’s possession;
  • transfer confidential data to other employees according to the rules established in the Company;
  • not transfer confidential data to any third parties and not disclose such data to the public;
  • meet the requirements of the Company local regulatory acts related to data protection;
  • if unauthorized persons try to get protected data or identify the facts of disclosing data of confidential nature, this shall be immediately reported to the Security Service of NVision Group JSC;
  • keep confidential official secrets of ministries and agencies, which became known in connection with civil law relations, and also confidential information of companies with which NVision Group JSC has business (partner) relations;
  • after the termination of civil law relations with NVision Group JSC, hand over all media containing confidential information, that is, scripts, rough copies, documents, USB-drives, external hard drives, CD-R disks, which were in the employee’s possession in connection with the performance of contractual obligations, with a certificate issued, to the employee responsible for confidential records management and in the absence of such employee, to the head of the corporate business unit;
  • immediately inform the Security Service of loss or shortage of media containing confidential information, or loss or shortage of identity documents, passes, ID-cards, personal seals, keys to data rooms, storages, safes (metal cabinets) and any other facts that may result in the disclosure or leak of protected data.

Other NVision Group JSC employees, including your work colleagues, should not have access to your work computer, laptop or mobile device. It is recommended to always lock your computer when leaving your workplace.

Take care to safeguard documents containing confidential information, and do not leave them at your workplace. Use a shredder to destroy the unnecessary documentation, which contains confidential information.

Question: My colleague while on a business trip asked me to send to his personal e-mail some presentations for work. Can I send them from my work address? After all, this is necessary for work.

Answer: You shouldn’t do it. The presentation may contain confidential information about the Company, therefore there is always risk that such materials sent to external servers may get into third party hands. This action could become the grounds for a disciplinary sanction against you and your colleague. The Company has provided for the possibility of remote access to your work e-mail.

Each employee is personally responsible for complying with NVision Group JSC information security (confidentiality).

Protection and use of Company’s property

The employees should be careful with the Company’s property, which, in additional material items (movable and immovable property, securities, money, etc.) includes the results of intellectual work of the Company’s employees (commercial products, programs, trademarks, etc.), as well as property rights and property obligations. In this respect, all documentation, written correspondence, as well as information transmitted via telecom networks and stored in the Company’s systems.

Employees shall provide for efficient use of Company’s property for business purposes and not use Company’s funds for any illegal or improper purposes. Theft, negligence, recklessness and waste can have a direct impact on Company profitability.

In order to ensure the safeguarding and proper use of NVision Group JSC property, every employee must:

  • exercise caution to prevent theft, spoilage or malicious usage of property;
  • use Company’s property only for legal business purposes provided for by job duties;
  • immediately report actual or suspected instances of theft, destruction, careless treatment or misuse of Company’s property to the immediate supervisor, office manager and employees of the Security Service;
  • use telephones, other electronic communication devices, written materials and other Company’s property exclusively for official purposes;
  • safeguard all electronic programs, data, communications and written materials against accidental third-party access.
NVISION GROUP JSC AND COUNTERPARTIES

We believe that life is a canvas of possibilities for all, and everyone has the potential from their birth to translate these possibilities into realities for their benefit and the world around them. We believe that every individual is a potential hero who can accept the challenges and cope with any situation.

Potential heroes are these are people who inspire the Company and ones for whom we create our products. Using the possibilities provided by Company’s products, technologies or services, individuals overcome obstacles on the way to their goal and unlock their potential.

Amid the changing environment, we instill confidence in everybody, help people to unlock their potential and move towards new possibilities.

Each employee should demonstrate an interest in the Company’s products. Besides, one shouldn’t forget about sources of information that may be referred to at any time: website, corporate portal.

If friends ask for a consultation, you may suggest that they find an answer to their question, for example, at www.nvg.ru, and, whenever possible, take part in searching for information, this will create a favorable impression about you as an employee and the Company as a whole.

Addressing counterparty’s applications, one should always be certain that their expectations have been met when solving the issue. It is not possible to provide standard solutions for any situation, but in a non-standard situation the following questions shall be adhered to:

  1. If I were in place of the counterparty, would I find the order of actions by NVision Group JSC in the situation considered fair in respect to myself and my interests?
  2. May I imagine a fairer method of actions in respect to counterparty of NVision Group JSC for this specific situation?
  3. Will I feel myself comfortable before my friends and acquaintances, if information about considered actions of NVision Group JSC is published in the media?
Good faith marketing

We strive to use fair and ethical methods of promoting products and services. NVision Group JSC takes care to ensure that any information about products and services of the Company is true and complete and does not misrepresent true features and is communicated to the counterparty in an accessible and understandable manner.

NVision Group JSC does not use any methods of promoting its products and services, which can be perceived as unethical or do harm to competitors or consumers.

We leave no customer complaint unaddressed.

Every complaint from a counterparty of NVision Group JSC (whether submitted verbally or in writing) must be reviewed within the established timeframe and followed up with a substantiated decision.

The Company regularly analyzes incoming counterparties’ complaints for the purposes of identifying the real causes of their origination, and develops and implements appropriate corrective measures aimed at eliminating these causes to prevent (minimize the possibility) of their repeated occurrence.

Personal data protection

Employees handling personal data shall know and adhere to the main principles of working with personal data:

  • the processing of personal data must be undertaken for the strictly defined purposes of the employee’s performance of their respective job duties;
  • in the work of NVision Group JSC, grounds for the processing of personal data are provided by an agreement concluded with a counterparty, a labor agreement with a worker, and the consent of the personal-data subject to the processing of their personal data;
  • the transfer of personal data to third parties must be undertaken solely on legal grounds with mandatory guarantee of the confidentiality and protection of such data against unauthorized access through the use of data security facilities;
  • processing of special categories of personal data is prohibited at NVision Group JSC, with the exception of some cases provided for by Russian Federation law.

Question: What is personal data?

Answer: Personal data is any information related to a specific individual (employee, counterparty’s representative visitor, etc.).

Question: What is personal data processing?

Answer: Personal data processing means any action (operation) or combination of actions (operations) with personal data taken with, or without the use of automatic means, including the gathering, recording, systematization, accumulation, storage, refinement (update, modification), retrieval, transfer (dissemination, provision, access), anonymization, blocking, deletion and destruction of personal data.

Question: What is encompassed by a special category of personal data?

Answer: A special category of personal data is information concerning racial and/or national background, political views, religious or philosophical beliefs, health or relationship status, private life and certain other categories of data.

Question: Whom can I contact if I have a question concerning personal data?

Answer: You can always address any question involving personal data to the Security Service.

NVision Group JSC strives to assure confidence in Company reliability and guarantees the confidentiality of personal data. The policy entitled “Personal Data Security Ensuring at NVision Group JSC” outlines the principles, procedure and terms governing the processing of the personal data of any individuals whose personal data are processed by the Company, as well as by third parties at the instruction of the Company.

Counterparties’ security check

The Company and employees shall take reasonable efforts and actions to minimize risk of business relations with counterparties, who may be involved into corruption activities, for this purpose actions are implemented according to the principle “know your counterparty”, in accordance with which the Company:

  • shall study counterparties for their trustworthiness and readiness to comply with ethical principles and requirements of the Company, availability of anti-corruption procedures and/or policies, and also their intentions to provide mutual assistance for ethical business conduct and prevention of corruption;
  • shall monitor transactions with counterparties for compliance with the ethical principles and requirements of the Company;
  • shall take reasonable efforts to include conditions into agreements executed by the Company that are aimed at prevention of bribery, corruption and legalization of illegal income.
NVISION GROUP JSC AND THE COMMUNITY

Company’s development strategy has been developed and is currently being implemented in accordance with public and consumer demand. The main mission of the Company is to improve quality of human life. NVision Group JSC understands quality of life as a number of socio-economic or other criteria reflecting the level and extent of the person's well-being achieved in various areas of his or her life as the main condition for the sustainable social development of civil social and the individual.

Interacting with partners and suppliers

The Company strives for genuine partnerships with its counterparties. We expect that our Suppliers will adhere to high standards of business conduct and take an effective, appropriate, honest and fair approach in their business dealings, insofar as our Customers and Partners expect the same behavior from us.

In order to improve interaction with suppliers, NVision Group JSC has introduced a system for supplier evaluation and classification. This allows the Company to develop interaction strategies and to make decisions about developing future relationships.

The Company expects the following from its suppliers:

  • cooperation in completing the Company’s mission statement;
  • conscientiousness and honesty in commercial activities;
  • striving to find a mutually advantageous solution;
  • protection of confidential information;
  • adherence to responsible conducting of business, including concern for the environment, ensuring a worthy work environment, transparency and accountability, and observance of human rights.

Information that is more detailed can be found in the Code of Business Behavior of a Supplier posted on the Company’s website.

The Company’s employees must not receive property dishonestly through manipulations, intentional concealment of known facts, improper use of confidential information, use of corrupt schemes, leading astray regarding facts of significant importance, or any other practice that does not meet the values and approach of NVision Group JSC towards business practices.

The Company expects the following from its employees in terms of their dealings with suppliers:

  • following the company’s established procurement procedures;
  • interacting with scrupulous partners and suppliers whose work methods are not harmful to NVision Group JSC business reputation;
  • reflecting in contracts the principles of the Code and Company’s applicable policies;
  • incentivizing suppliers to apply our standards and rendering assistance in this regard;
  • taking a fair and honest approach to suppliers.

Both the employees and suppliers of the Company can report their suspicion regarding the lack of observance of the standards, policies and procedures of NVision Group JSC or about other dangers related to finances, bookkeeping, audit, corruption or fraud in the Company, or other serious situations affecting the interests of the Company or its employees to Hotline hotline@nvg.ru.

Protection of intellectual property

NVision Group JSC recognizes that intellectual property is one of the valuable assets of the Company. Unauthorized use of intellectual property could result in its loss or reduction in its value, as well as entail criminal and civil-legal liability for the violators.

We protect our intellectual property and respect the intellectual property of other market participants.

No one has the right to use the intellectual property of NVision Group JSC without prior permission from the Company.

The Company does not use the intellectual property of third parties without their permission. In particular, the Company does not use, copy or transfer third-party materials protected by copyright, without a license or permission of the proprietor.

Every employee of the Company and third parties are obliged to observe copyrights and regulatory legal acts regarding intellectual property.

Corporate social responsibility

Corporate social responsibility (hereinafter referred to as CSR) is the responsibility of the organization for the impacts its decisions and operations have on society and the environment through transparent and ethical conduct.

The Company believes that CSR is a meaningful element of cooperation between the government, business and the community, considering social projects as the most important factor of stable development of countries and regions, where NVision Group of Companies operates.

One of the objectives of the Company is integration of CSR into all aspects of Company’s operations. To comply with the CSR principles, the Company provides for such business conduct, which:

  • meets the demands of modern time;
  • does not threaten ability of future generations to satisfy their own demands;
  • contributes to sustainable development, health strengthening and social welfare raising;
  • takes into account expectations of stakeholders;
  • meets legislation and is in line with international standards of conduct and best practices;
  • contributes to the increase of Company’s operations transparency and improvement of the management system.

Each employee, as the representative of the Company, shall comply with the minimum standards of socially responsible behavior in respect to information space users.

Question: Can an employee initiate their own social project?

Answer: Any employee can participate in supporting any socially-oriented events on their own private initiative, provided they do not violate prevailing law and common ethical norms.

An employee may act as a volunteer on behalf of the Company only within corporate policies when approved with the HR Block and Press Secretary.

Charity

Charitable work of NVision Group JSC continues business strategy of the Company and MTS Group as a whole.

Implementation of charity projects in NVision Group JSC is aimed at achievement of strategic objectives of the Company with proper accounting of interests and responsible behavior towards all concerned parties, and at development of a favorable ecosystem for sustainable development of Group of Companies’ business for the long run.

The Company implements charity projects so that they promote changes in NVision Group of Companies, improve social climate and quality of life.

Question: How does the Company ensure transparency of charity payments?

Answer: The Security Service of NVision Group JSC shall check all applications for providing charitable assistance in order to prevent fraud.

A beneficiary shall provide strict reporting to NVision Group JSC that is transmitted to our partners participating in the program.

In process of charitable activities, NVision Group JSC shall adhere to the following principles:

  • the company does not participate in projects in order to directly or indirectly influence decision-making or remunerate state authorities’, local self-government representatives or other officials for decision-making;
  • the company does not participate in projects to support political parties, organizations, movements and associations;
  • the company does not participate in charitable projects with participation of state companies or state officials, which are of confidential nature, and disclosure of which may harm the Company or its employees;
  • at the initiative and with approval of the holding company MTS PJSC, NVision Group JSC participates in charitable projects to support educational system and healthcare, physical culture and sports, art and creativity, social infrastructure facilities.
Public remarks, statements and interacting with the mass media/social networks

The Press Secretary is the only representative of the Company, who is entitled to make official statements, press releases, issue comments, and approves all communications of the Company’s representatives authorized to cooperate with the mass media. In the event that an employee is approached by the mass media with the questions which directly or indirectly affect interests of NVision Group JSC, they should be redirected to the Press Secretary.

It is strictly prohibited for employees of NVision Group of Companies to provide comments independently, without prior approval with the Press Secretary.

Employees shall be attentive and shall follow certain rules when placing information about the Company in the Internet and communicating in social networks. If a Company’s employee registered in a social network discloses information about his or her workplace, his or her comments may be perceived as the official position of the Company. Therefore, employees shall not publicly comment actions of competitors or regulators, allow any discriminating or insulting statements towards other users.

If users of social networks address employees of NVision Group JSC with complaints or questions, this shall be reported to the Press Secretary. If the employee paid attention to a complaint online about Company’s operations or any actions of its employees, or rather to a positive feedback about Company’s operations, he or she may also forward this information to the Press Secretary.

Employees of NVision Group JSC may participate in the discussion on Company’s products independently, but before this they shall notify the Press Secretary about such discussion and approve their participation.

We insist that employees do not participate in discussions on topics whose deliberation in a public setting is prohibited, since this may hurt the company’s reputation and/or its capitalization upon the reporting in the mass media.

This restriction shall apply to the following topics:

  • technical faults of NVision Group of Companies services;
  • public apologies;
  • dealings with state bodies, regional and municipal authorities, as well as the actions of government agencies, market competitors and partners;
  • information about counterparties;
  • information on the personal lives of employees;
  • behavior of competitors and partners in the market;
  • forecasts on prices and new services, commercial plans of the Company.

Question: I was invited to speak at the business conference on behalf of NVision Group JSC. Is approval of my supervisor sufficient to accept the invitation?

Answer: No. Before you confirm your participation, you need to approve your speech (the fact of participation itself and all content materials) with the Press Secretary.

Question: If I speak on behalf of NVision Group JSC at the conference, may I answer any questions, including from journalists?

Answer: No. You may only answer questions within your topics. If a question asked is beyond the speech approved by the Press Secretary, you should say confidently and calmly: “No comments”. This is normal practice. If you get a public question for a journalist, you must reply that you are not authorized to talk with the press, and all questions may be addressed by the media representatives to the Press Secretary.

NVISION GROUP JSC AND THE LAWS

Company’ activities are governed by a number of laws and various regulatory requirements. It is very important for each employee to know the rules and requirements applicable to their area of responsibility. All employees shall strictly follow provisions of policies and regulations developed in NVision Group JSC to ensure compliance of the Company’s operations with the requirements established by the laws. An employee shall not participate in any actions or assist any actions of other persons that violate any laws, rules and instructions applicable to NVision Group JSC.

The Company’s success and its reputation depend on strict observance by each employee of the law, both national and international, as well as the timely and correct response to the regulatory requirements.

NVision Group JSC attributes great importance to the development and introduction of a system of measures to prevent violations of applicable law.

Relations with government agencies

When doing business, the Company cooperates with state authorities. This interaction must occur exclusively with compliance with prevailing law and internal Company requirements, regardless whether such state authority in such a situation is a counterparty of NVision Group JSC or a regulator of NVision Group JSC.

Thus, the laws strictly control the procedure for providing services to state authorities. When participating in tenders held by state authorities, employees shall be especially attentive and shall strictly comply with requirements of all internal documents of the Company.

A similar procedure of interaction also extends to those situations in which the state body is issuing some kind of permit, license, approval or otherwise providing public services to NVision Group JSC.

The Company has always strived to cooperate with government agencies in the performance of their official functions, including the holding of scheduled audits and investigations. It should be recalled that the information given at the request of the government agency must be relevant, accurate and complete.

Any employee of the Company receiving an inquiry from a government agency in the course of an audit or investigation should immediately contact the Legal Department and the Security Service of the Company.

The Company’s position regarding government agencies must be clear and true to avoid financial and reputational risks of damage to the Company and in the format preventing conflict of interests and improper impact.

The Company shall refrain from payment of any expenses for officials and their close relatives (or for their benefit) in order to obtain commercial advantages in specific projects of the Company and Group of Companies, including expenses for transportation, accommodation, entertainment, PR campaigns, etc.

The Company does not finance or support political parties or individual members of such parties (as well as their election campaigns or political events), and also any political organizations or movements.

Anti-corruption legislation

The Company adheres to the principles of compliance with anticorruption legislation and opposition to corruption in all types of business relations in any forms and manifestations (principle of “zero tolerance”), regardless of the country in which the Company pursues its economic activity.

Corruption is not part of our business!

Pursuant to the anticorruption legislation applicable to the Company, employees and persons, acting on behalf or in the interests of NVision Group JSC, are prohibited, whether directly or through an intermediary, from rendering, offering, promising or approving payments in the form of monetary funds or any other valuables, as well as from proffering any financial or other gain or advantage to any third parties with the intention, by virtue of the official position occupied thereby, of exerting influence on their actions (or ensuring their inaction) or inducing or rewarding their improper performance of the official or otherwise legally-envisioned duties entrusted thereto.

Furthermore, all Company employees are prohibited, whether directly or through an intermediary, from demanding, approving the acceptance, or accepting any financial or other benefit or advantage, including payments in the form of monetary funds or any valuables.

Applicable anticorruption legislation means Russian anticorruption legislation, the US Foreign Corrupt Practices Act, the UK Bribery Act, and similar anticorruption legislation in the countries where the Company is engaged in economic activity.

The basic principles and requirements on observing the provisions of applicable anticorruption legislation are set forth in the policy “Compliance with Anticorruption Legislation,” which is binding on members of the company’s Board of Directors, managers, employees, subsidiaries and affiliates, as well as on parties acting on behalf of or in the interests of the Company.

In order to prevent corruption violation, NVision Group JSC has developed and introduced an anticorruption compliance system. It establishes measures to control regulatory risks, prevent and protect against any manifestations of corruption, both within the Company and attempts to involve the Company in corrupt activity from the outside, improve the Company’s corporate culture, introduce and develop in the Company the best corporate management practices, as well as standards of responsible business behavior. The corporate anticorruption compliance system is under constant development and improvement based on the applicable legislative statutes, regulatory agency recommendations, industry specifics and the best practices in this area.

Question: Why does the anticorruption legislation of the United States and Great Britain apply to NVision Group JSC operations?

Answer: NVision Group JSC is a subsidiary of MTS PJSC, securities of which have been traded at the New York Stock Exchange since 2000. Registration on the US Exchange entails that foreign companies and their subsidiaries assume the obligation to comply with a number of requirements provided for by the local legislation. Thus, aside from requirements mandating the existence of an internal control system, ensuring the reliability of financial reporting and others, NVision Group JSC operations are governed by the requirements of the US Foreign Corrupt Practices Act (FCPA), which prohibits US companies and foreign companies whose securities are traded on the American stock exchange from engaging in any corrupt activity whatsoever with respect to public officials abroad.

Similarly, NVision Group JSC operations and those of its primary shareholder are also bound by the requirements of anticorruption legislation of Great Britain. NVision Group JSC, being a material subsidiary of MTS PJSC, is also a part of business of Sistema PJSFC, whose securities have been placed on the London Stock Exchange, which, in conjunction with a host of other factors, may serve as grounds for the application to its operations and the operations of NVision Group JSC of the requirements of the UK Bribery Act.

Competition and antitrust legislation

The Company complies with antitrust legislation and adheres to the principles of fair competition in all types of business relations, regardless of the region of presence.

The most dangerous violations are the formation of a cartel between competitors and concerted actions on the market. NVision Group JSC employees must refrain from actions that are aimed at a uniform behavior towards competitors, this applies, inter alia, to the sharing of information about commercial plans, whether directly or through an intermediary, negotiating, signing or oral approval of antitrust arrangements in any form whatsoever.

The Company makes decisions regarding its business, including price setting, independently and without regard for activities of other companies.

Question: Bumping into each other at an industry conference, two of my colleagues from competing companies started a conversation about industry difficulties and suggested coordinating our price policies in order to support sector profitability. What should I do in this situation?

Answer: You must tell your conversation partners that it is impermissible to negotiate such matters with NVision Group JSC, stop the conversation and at the first opportunity report the incident in detail to the Security Service.

NVision Group JSC does not use its market position to prevent, restrict competition or violate somebody’s legal interests, and always strives to treat its counterparties, including prospective, in a fair and equal manner in all aspects of its business.

NVision Group JSC does not utilize methods of unfair competition, is respectful of competitors on any markets and strives for fair and lawful competition.

Question: I am preparing a presentation to solicit a large corporate counterparty. In order to convince the client to change their supplier, I want to include information in the presentation that the services provided by NVision Group JSC are of higher quality. Is it permissible?

Answer: Mentioning Company’s advantages in comparison to competitors must be true and proven. You may include such information, if you give clear comparison criteria and the source of the information.

Violation of the provisions of antitrust legislation can result in fines and other civil, administrative and criminal sanctions, up to and including imprisonment. Should a Company employee have any questions in connection with any decision or actions, including those of another Company’s employee or partner, which may result in the violation of the antitrust legislation, or an employee is not certain about the legality of any action or decision, they must contact (until the respective decision/action has been made/carried out) the Security Service.

The Company shall build relations with competitors based on mutual respect principles, refrain from unfair competition, unethical methods to gain competitive advantages and abuse of position, attempting to settle possible differences by good faith negotiations and compromise decisions.

Employees shall avoid statements that impair goodwill of competitors and shall not criticize their actions, products and services groundlessly.

Company accounts and records

Accounting documents reflect fully and precisely the business transactions conducted by the Company, and serve as the basis for the compilation of various types of reports and information disclosures in accordance with the requirements of prevailing law and based on generally accepted practice.

Accounting records are the source of data supporting the adoption of important managerial decisions concerning further Company development.

Accounting statements encompass financial and business reporting, the working plan of accounts, accounting policies, registers of bookkeeping accounts, primary accounting documents confirming the fact of the occurrence of business operations, commercial invoices, documents on the audit of financial-and-economic activity, settlements involving payroll accounting, and much more. Information that is more detailed can be found in the relevant policy of accounting document management.

The Company has in place approved policies governing the management of accounting documents and requirements concerning their compilation, submission, storage, archiving and destruction.

APPLICATIONS AND REPORTS OF VIOLATIONS OF THE CODE

In the event that an employee is uncertain about how to proceed appropriately in a given situation, or they think their actions could lead to a violation of the Code, they should discuss the situation with their immediate supervisor, the senior manager or compliance manager.

If a Company employee witnesses or learns of a violation of the Code, legislation or the Company bylaws by other Company employees or third parties acting on behalf of in the interests of NVision Group JSC, then it is their duty to repot the issue so as to assist NVision Group JSC in dealing with the problems that could arise.

Any employee who wants to report any violation shall send a message to Hotline of NVision Group of Companies within Unified Hotline of MTS Group of Companies using one of the following channels for information transfer:

  • to the following email: hotline@nvg.ru;
  • Hotline section of the corporate portal of NVision Group JSC.

The Hotline of NVision Group of Companies has been set up to improve the efficiency of the processes involved in preventing and combatting the associated risks and detecting possible instances of fraud, misuse and violations in the following areas:

  • accounting, tax accounting and reporting;
  • internal control and audit;
  • financial operations, procurement and logistics, sales and client services, contractual relations, third-party payments and other processes essential to business and operating activities;
  • compliance with the trade secret regime, personal data protection;
  • compliance with the requirements of applicable law (including anticorruption, antitrust and labor law);
  • compliance with the Code of Conduct and Business Ethics;
  • supply of manufactured products and services;
  • abuse of power;
  • quality of works and services, project management organization;
  • participation in procurement procedures.

NVision Group JSC will investigate all reliable information concerning Code violations. All reports concerning known or possible Code violations will be investigated thoroughly and confidentially, and the individuals providing the information can do so anonymously.

The Company strictly prohibits the application of any repressive measures against any employee making an effort in good faith to secure assistance and report known or possible violations.

RESPONSIBILITY FOR FAILURE TO COMPLY WITH (IMPROPER COMPLIANCE WITH) THE CODE

It should be remembered that any of us, regardless of the job held, region or performed functionality, shall be personally liable for compliance with the principles and requirements of this Code, and also for actions (failure to act) of subordinates who violate such principles and requirements, thus contributing to the overall success and strengthening of the Company’s positions.

The responsible and conscientious conduct of the employees maintains NVision Group JSC status as a company operating in accordance with the highest standards of ethical business practices and the best international practices.

Persons who committed or allowed actions (failure to act), violate requirements of the Code, may be held liable (depending on circumstances and nature of the violation) as per disciplinary, administrative, civil or criminal liability at the initiative of the Company, law enforcement agencies or other persons in accordance with the procedure and under the grounds provided for by the legislation of the Russian Federation, Charter of NVision Group JSC, local regulations and labor and other agreements, and also, in proper cases and with grounds available, in accordance with the applicable norms of foreign regulations.

CONCLUSION

Main principles of NVision Group JSC business specified in the Code comply with the highest business ethics standards. All employees are responsible for compliance with the Code and are personally responsible for their actions.

Issues about violation of the Code, ethical conflicts, results of completed audits according to messages of employees about unethical conduct of the Company’s employees (colleagues, management, reports) shall be considered at the meetings of the HR Committee of NVision Group JSC.

All employees shall remember that failure to comply with the mandatory requirements of the Code may cause financial losses in the form of penalties and irreparably damage the Company’s reputation and position of NVision Group JSC in the business community. In other words, behavior of the employee as the representative of the Company, if it is not compliant with the legislation or the Code, may cause severe consequences both for the employee and the Company.

In addition to the Code, every employee must familiarize themselves with the specific policies and regulations directly applicable to their sphere of work.

NVision Group JSC reserves the right to make amendments and additions to the Code at any time, without prior notice. The Code is a public document, which can be read by all stakeholders on the Company’s official website: www.nvg.ru.

Federal Law dated December 25, 2008 No. 273-FZ “On Counteraction to Corruption”.

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