Growthspace Code of Business Conduct and Ethics 

1. Introduction

Ethics and proper business conduct are essential to Growth Space Ltd. and its subsidiaries (“We”, or the “Company”) and its directors, officers, consultants, experts, service providers and employees (each a “Covered Person”). The Company is committed to keeping itself and the Covered Persons to the highest ethical standards and conducting all its business with the highest levels of integrity. Thus, the Company’s Code of Business Conduct and Ethics (the “Code”) has four primary functions: 

• Establishing and clearly communicating our standards of business conduct, our ethical principles, and our expectations from the Company and the Covered Persons; 
• Ensuring that business policies and practices are aligned with those standards and principles; 
• Establishing responsibility for monitoring compliance with this Code and the law; and 
• Setting forth how potential violations of ethical principles are to be reported. 

2. To Whom the Code Applies

This Code applies to all Covered Persons at all business levels, as well as to the Company’s business associates, such as experts, agents, resellers, finders, suppliers and other third parties (“Business Associates”) that have a business relationship with the Company, when and where the Code may be relevant to them. As a Covered Person, you are expected to adhere to the highest standards of ethics, to be honest, ethical, and respect the rights of other shareholders, customers, vendors, and all other third parties. Your actions must be free from discrimination, libel, slander, or harassment. Each person must be accorded equal opportunity, regardless of age, race, gender, sex, sexual preference, color, creed, religion, national origin, marital status, veteran’s status, handicap, or disability. Any violation of this Code will be addressed as it is identified with appropriate disciplinary action. Covered Persons are expected to alert management whenever an unethical, dishonest, or illegal act is discovered or suspected, as further provided for in this Policy. A violation of the standards contained in this Code will result in corrective action, including possible dismissal.

All Covered Persons, including Business Associates must, at the beginning of their employment or business relationship with the Company (as relevant) carefully read the Code and confirm their compliance with it.

3. Raising Issues or Concerns

Should you have any questions concerning this Policy, please direct them to the Company’s designated Compliance Officer or the legal team, [email protected]. The Compliance Officer may consult outside counsel for any issue relating to this Policy. 

4. Fair and Honest Business

4.1. The Company is committed to conducting its business in a fair and honest manner, and in accordance with any relevant anti-corruption laws, anti-trust laws, and any other relevant laws and regulations. Additional information on some of the subjects below can be found in the Company’s Anti-Bribery and Anti-Corruption Policy. 

4.2. Conflicts of Interest 

Conflicts of interest occur when individuals’ personal interests compromise their judgment, decisions, or actions in the workplace. At the Company, Covered Persons must avoid partaking in business or personal activities that may jeopardize their judgment regarding the Company’s best interests. 

In cases where a Covered Person is engaged in or is informed of one of the outlined relationships pertinent to a transaction, they must report to the Compliance Officer immediately. Executing such a transaction requires prior approval by the CEO in consultation with the Compliance Officer.

There may be other situations in which a conflict of interest may arise. If a Covered Person has any questions or concerns about any situation, they are encouraged to raise them with the Compliance Officer. 

4.3. Insider Trading

4.4. Covered Person acknowledges that the Company is engaged with customers and vendors who may be private or public entities in the U.S., Israel or elsewhere, and accordingly, irreparable harm can be caused as a result of any unauthorized disclosure or publication of such entity’s confidential information. Covered Persons acknowledges that they are aware applicable securities laws (U.S., Israeli or any other applicable law) prohibit any person who has received material, non-public information concerning certain matters of an entity, from purchasing or selling securities of such entity without proper disclosures or communicating such information to any other person (for example: “tipping” a family member) when it is reasonably foreseeable that such person is likely to purchase or sell those securities. Material information, for example, is information that could reasonably be expected to affect the price of shares.

4.5. The Company is committed to protect its customers and vendors and avoid such situations, please immediately inform our Compliance Officer if you become aware of any such behavior.

4.6. Anti-Corruption

The Company is committed to conducting business according to applicable anti-bribery and corruption compliance practices. Therefore, knowing, understanding, and complying with anti-bribery and anti-corruption laws is imperative. As part of this commitment, the Company has zero-tolerance for any form of bribery or corruption. 

Bribery and corruption can take many forms. Covered Persons are prohibited from offering, promising, giving, providing, or authorizing, whether directly or indirectly, the provision of anything of value to obtain or retain business, an improper advantage (including Government Officials or any other person with whom the Company does or anticipates doing business).

Similarly, Covered Persons are prohibited from receiving, soliciting, or authorizing – whether directly or indirectly – the receipt of an item of value from anyone, including business associates and other third parties. Covered Persons are also prohibited from doing business with or seeking to do business with the Company, obtaining an improper advantage with the Company, or having an improper influence over directors, officers, or employees’ judgment. Please review Company’s Anti-Bribery and Anti-Corruption Policy for further information.

4.7. Corporate Gifts, Gratuities, and Entertainment

It is prohibited to use the Company’s funds or property for illegal, unethical, or improper purposes. The purpose of business entertainment and gifts in a commercial contest is to create goodwill and a reliable working relationship and not gain personal advantage. The term “Gift” includes any payment, compensation, loan, or other financial favor, such as hosting activities that may comprise travel, meals, and events invitations. Covered Persons cannot offer, provide, or accept any Gifts in connection with their service to the Company except in a manner consistent with customary business practices.

Covered Persons may not give or offer Gifts to a person or organization to influence the recipient’s business judgment or conduct, nor may they accept Gifts if there is a concern that the giver intends to influence the Covered Persons’ business judgment or conduct. Covered Persons may not accept or give cash or cash equivalents to a vendor, supplier, or customer, such as checks, money orders, and vouchers.

Covered Persons should refrain from giving and receiving business-related Gifts, which will be considered permitted only if the gifts offered are intended to serve legitimate business goals and comply with the Company’s Anti-Bribery and Anti-Corruption Policy. The Gifts must not be lavish, should not be granted frequently, and must be permitted under local law.

4.8. Political Contributions & Lobbying 

The Company’s funds or assets cannot be used to make political contributions, neither on behalf of the Company nor appearing to be so, unless the contribution is lawful and expressly authorized in writing by the Company’s Compliance Officer. A “Contribution” is any direct or indirect payment, distribution, loan, advance, deposit, or gift of anything of value in connection with an election or an organization or group formed to support or defend a referendum or ballot issue. Nothing in this Code is intended to discourage Covered Persons from making contributions of their own time or funds to political parties or candidates of their choice. However, Covered Persons will not be compensated or reimbursed by the Company for any personal contributions.

4.9 Fair Competition and Antitrust Laws 

The Company is committed to fair competition and complies with antitrust laws to conduct its business fairly and honestly. Covered Persons are prohibited from operating in a manner that might harm competition. Following here are agreements and arrangements that may constitute breaches of applicable antitrust laws:

• Agreements to fix prices or any other terms and conditions of sale;
• Agreements to boycott specified suppliers or customers;
• Agreements to allocate products, territories, or markets, or to limit the production or sale of products or product lines;
• Agreements to refrain from bidding or any other form of influencing a bid illegally (sometimes referred to as ‘bid-rigging’); and
• Any behavior that can be construed as an attempt to monopolize.

Infringements of antitrust or competition laws could lead to penalties for the Company or imprisonment of Covered Persons. In a case where a Covered Person is unsure if the considered action raises unfair competition or antitrust issues, they should raise the concern with the Compliance Officer.

4.10. Recording Transactions and Record Management

The Company is committed to maintaining a high standard of accuracy and completeness in its financial and otherwise records. The records are the basis on which the Company manages its business, measures its performance, fulfills its responsibilities to all related parties (employees, customers, suppliers, and others), and complies with tax and financial reporting obligations. As such, they are open for both internal and external examination. Covered Persons are strictly prohibited from altering, destroying, mutilating, concealing, covering up, falsifying, or making a false entry in any record, document, or tangible object. 

Should any of the Covered Persons have any concerns or complaints regarding accounting, internal accounting controls, or auditing matters, they should raise them with the Compliance Officer. Such submissions may be made confidentially and anonymously through SafeSpace. Additional information about SafeSpace can be found https://app.hibob.com/docs/company-docs and the reporting form on Safespace can be found here. 

If your role at the Company requires you to disclose information to government or regulatory authorities, you must do so in compliance with Company’s applicable policies and internal controls. Covered Persons are prohibited from knowingly misrepresenting, omitting or causing others to misrepresent or omit, material facts about the Company to governmental or regulatory authorities, as well as to the Company’s independent auditors and self-regulatory organizations.

5. Protecting Assets

5.1. Use and Protection of the Company’s Assets

Covered Persons must protect the Company’s tangible and intangible property to the best of their ability. Protecting tangible property includes safeguarding from loss, theft, and general damage. Covered Persons may not obtain such property for personal use. Such property includes inventory,  hardware, software, laptops, office equipment and supplies. Protection of non-tangible assets contains confidential information, non-public personal information about customers, the Company’s intellectual property, customer lists, financial assets (such as bank accounts and credit standing), information systems and proprietary product information and technological information. This is a non-exhaustive list. Covered Persons must adequately secure all Company property within their control to prevent unauthorized use. Similarly, Covered Persons must adequately secure any of Company’s customers property received due to the relationship with the Company that is within Covered Persons control and prevent unauthorized use.

5.2. Confidential Information

Without derogating from any other agreement or legal obligation (such as non-disclosure agreements), Covered Persons are bound to protect confidential information disclosed to them, either the Company’s or its customers, suppliers, shareholders, fellow employees, experts, or third parties.

Confidential information refers to proprietary information that is not publicly known, giving a competitive advantage to those who hold it. This may include methods, products, trade secrets, formulae, resources, databases, internal office structure, personnel, financial data, price lists, pricing methods, trading conditions, technical data and information, marketing, marketing research and practices, business plans, prospects, client/customer lists, and personal or financial information as well as confidential information of third parties such as customers. Confidential information can be in any form and any medium, whether written or otherwise tangible. Proprietary information can be information that a Covered Person, acting alone or together with any other persons, may discover, create, develop, or improve while employed or engaged by the Company.

5.3. Use of the Internet; Cyber 

The use of computers, networks, email systems, and internet access at the Company is for work-related needs only. In particular, the use of the Company’s email system and cloud storage is for professional work-related needs only and is forbidden for personal use. However, accessing the Internet for personal needs is not prohibited, Covered Persons are expected to exercise discretion when doing so. 

Covered Persons are expected to behave professionally and respectfully in sending email messages, just as they are expected to act professionally and respectfully in all other business communications, written or oral. The Company has a firm stance against the use of discriminatory, offensive, defamatory, pornographic, and other illegal or inappropriate content through the Company’s emails system or by accessing the Internet to access or send such materials. 

Finally, the Company strives to protect its systems, to the best of its abilities, from any malicious cyber-attacks, such as phishing, spear-phishing, malware, viruses, ransomware, DDOS, and others. All Covered Persons are expected to take precautions when browsing the web. It should be emphasized that specific actions are prohibited, including: 

• Connecting any unknown Disk-on-Key, external hard drives, or any other electronic media and storage devices to any of the Company’s computers or systems; 
• Providing usernames or passwords to the Company’s systems to anyone, nor should leaving credentials of any kind in public areas;
• Open emails, links, or download files from unknown or suspicious sources. When in doubt, it is always recommended first to consult the IT department. 

5.4. Privacy Laws and Special Restrictions

5.5. Company respects the privacy of our Covered Persons, as well as our customers and others with whom we interact. Data privacy laws establish how private data can be collected, stored, used, shared, transferred and disposed of. Covered Person are expected to understand and company with all applicable laws and regulations related to data protection, privacy and information security. In addition, when applicable, Covered Persons must comply with relevant contractual obligations, such as Company’s customer’s restrictions regarding their private information.

6. Integrity and Respect

6.1. Communications with Third Parties

Employees, officers, and directors or any Business Associates who have access to the Company’s confidential information are not permitted to use it for their personal benefit or the benefit of others or share that information for any other purpose, except when the purpose is mutually agreed in writing or primarily to benefit the Company in the conduct of its business. We expect and require Covered Persons to protect confidential information against unauthorized disclosure, including inadvertent or accidental disclosures, never share confidential information with third parties without confidentiality measures in place and limit the amount of information shared to the minimum necessary to address the business need.

6.2. Employee Relations and Prevention of Discrimination

The Company is an equal opportunity employer and pledges not to discriminate against candidates or employees based on race, ethnicity, national origin, religion, gender, gender identity, sexual identity (including pregnancy), marital status, age, disability, veteran or military status, or any other legally protected status.

The Company requires all Covered Persons to behave respectfully toward one another, with courtesy and respect for fellow employees, vendors, suppliers, guests, clients, and the public. This applies to all stages of employment, including recruitment, hiring, training and development, promotion, transfer, termination, layoff, compensation, benefits, social and recreational programs, and all other conditions and privileges of employment, per applicable laws.

If any Covered Person feels they have been mistreated for any of the reasons mentioned above, they may – and are encouraged to – approach the Compliance Officer.

6.3. Fair Employment Practices

6.4. The Company is committed to maintain fair compensation, in accordance with local legal minimum wage/benefits and maintain reasonable employee work hours, in compliance with local standards, laws and legislation, wherever we operate. The Company expects Business Associates to commit to the same principle and operate only in accordance with applicable laws and regulations.

6.5. If any Covered Person has any concerns about their or their colleagues wages, work hours or other employment practices – employees are encouraged to contact your direct manager, head of function or Human Resources or our Compliance Officer and all others are encouraged to contact our Compliance Officer.

6.6. Prohibition on Modern Slavery, Child Labor and Human Trafficking

6.7. As a global organization, the Company is committed to high standards of ethical conduct and compliance with applicable laws and, as such, has a zero-tolerance approach to modern slavery servitude, forced or compulsory labor, child labor and human trafficking. The Company is committed to implementing effective systems of controls to ensure modern slavery and human trafficking are not taking place within our own business or in any of our supply chains. We expect our suppliers and business partners to also conduct themselves in this manner. 

6.8. We are dedicated to ensuring that our supply chains do not rely on or benefit from slavery or human trafficking. Therefore, the Company shall take modern slavery, child labor and human trafficking concerns and consideration in its third-party due diligence process, as well as ensure it embeds such considerations in its own recruitment and employment process. If it is established that any of our Business Associates are relying on or benefitting from modern slavery, child labor or human trafficking, or otherwise acting in a manner contrary to the principles set forth in this Code, we would carefully assess our relationship with that Business Associate (including options to terminate that relationship) and would comply with any obligations to make any necessary reports to the relevant authorities.

6.9. Any Covered Person that wishes to raise any concern regarding potential modern slavery, child labor or human trafficking, either in the Company or in its supply chains, shall contact the Company’s Compliance Officer. 

6.10. Customer, Partner, and Suppliers Relationships

Our customers are of the utmost importance to us. Covered Persons must always treat customers and potential customers according to the highest standards of business conduct. The company’s policy is to sell its solutions and services on their merits and avoid making disparaging comments about others. Covered Person should be careful in commenting upon the character, financial condition, or potential legal or regulatory problems of competitors.

The Company’s suppliers are essential to our business, and as such, the Company’s employees should always treat suppliers and potential suppliers with the highest standards of business conduct. Suppliers must be selected based on objective criteria, such as value (quality for the price), price, technical excellence, service reputation, the Company’s experience with working with them, and production/service capacity.

6.11. Sexual Harassment

The Company works uncompromisingly to create a work environment free of threats, hostility, or abusive behavior and requires all Covered Persons to be partners in this endeavor. Covered Persons must refrain from harassment of any kind – in words, deeds, or behavior. Sexual harassment will be considered, inter alia, any of the following: extortion by threats of a sexual nature, performing obscene acts, repeated offers of a sexual nature, repetitive references to a person’s sexuality, even though the person to whom the reference was made, showed that they are not interested in it, disrespectful or degrading reference of a person’s gender or sexual orientation whether they have shown that bothers them or not. 

Covered Persons are encouraged to promptly report any incidents of discrimination, harassment, or sexual assault. Reports should be made to a manager, Compliance Officer, VP HR, or via Safe Space, the designated reporting channel, which can be found here. Managers who receive complaints must report them to VP HR. Failure to report such incidents is considered misconduct and may result in disciplinary action. The Company is responsible for promptly and thoroughly investigating all complaints in a confidential and objective manner. Upon completion of the investigation, appropriate action will be taken, including counseling, suspension, or termination of employment, if violations are substantiated. If prohibited harassment is confirmed, corrective action will be taken, including termination if necessary, to prevent further violations of the Policy.

6.12. Non-Bias and Fair Treatment

6.13. The Company is committed to maintaining a workplace that promotes diversity, inclusion, and respect for all individuals. We value diversity in backgrounds, perspectives, and experiences as a strength that enriches our organization. Discrimination or bias based on race, color, ethnicity, nationality, religion, gender, age, disability, sexual orientation, or any other protected characteristic will not be tolerated. Our decisions regarding hiring, promotion, assignment, compensation, and all other aspects of employment will be based on qualifications, performance, and merit. We strive to create an environment where every individual feels valued, respected, and supported, enabling everyone to contribute to their fullest potential.

6.14. Sustainability

The Company is committed to sustainability. The Company acts responsibly to contribute to the environment positively through responsible social, economic, and environmental performance. The Company promotes accountable and efficient use of energy, water, and other resources throughout our business and engages in environmentally friendly and sustainable practices. 

The Company encourages appropriate waste minimization and diversion, and properly dispose of waste from our operations in accordance with local standards and expects Business Associates to do the same. The Company turns off electricity at the end of every workday and recycles paper and packaging for re-use; it encourages Covered Persons to bring drinks and food in reusable containers. 

Business Associates are encouraged to ensure they work towards United National Sustainable Development Goals and Science Based Targets Initiative. Business Associates must comply with all applicable local regulations, including local emission, water, affluent water and waste regulation.

6.15. Environment, Safety, and Health

The Company is committed to a business practice of abiding by all applicable environmental and workplace safety laws, regulations, and permits, with the greatest regard for the safety and well-being of its employees, customers, and the public. Therefore, the Company expects all Covered Persons to strictly comply with the laws and regulations on workplace health and safety and report to Human Resources any potential or suspected health-related, safety or environmental threat. 

The Covered Persons responsibility is to familiarize themselves with the related laws and regulations should their work require compliance with any safety and health laws. In case of doubt regarding the applicable requirements to their work area, Covered Persons should contact Human Resources for clarifications. 

6.16. The Company is obligated to provide a safe facility and working conditions, when relevant. Company’s facility includes emergency exit doors and clear route to emergency. The Company expects Business Associates to exercise the same judgment and ensure it provides a safe workplace environment.

6.17. Drugs & Alcohol

We are committed to maintaining a safe and productive work environment for all our employees. As such, we strictly prohibit the unlawful manufacture, distribution, dispensation, possession, or use of illegal drugs, controlled substances, or alcohol while on the company premises or while conducting company business or during company events. This policy applies to all Covered Persons.

Any employee found to be in violation of this policy will be subject to disciplinary action, up to and including termination of employment, in accordance with Company procedures and applicable laws.

6.18. Activities outside the Company

Generally, the Company does not prevent Covered Persons from engaging in lawful activities outside of working hours. However, Covered Persons conducting such activities are asked to exercise discretion concerning the nature of the activity and consider its optics on public perceptions. When the Covered Persons are directors or officers, they carry an increased duty of care and are expected to consider how their activities may reflect on the Company. All Covered Persons must make sure that the mentioned outside activities do not conflict or interfere with their responsibilities to the Company. 

The employees may not engage in the following activities without prior approval by the Company:

• Engage in self-employment or perform paid or unpaid work for others in a field of interest similar to the Company;
• Use confidential information of the Company for personal gain or to the Company’s detriment;
• Use Company’s assets or labor for personal use, except for incidental use permitted under the Company’s policies;
• Acquire any interest in property or assets of any kind to sell or lease it to the Company;
• Perform an outside activity in a way that suggests it is authorized or sponsored by the Company unless the Company has expressly authorized the employee to represent it;
• Hiring a vendor that is affiliated with, or has any financial relationship with a friend or relative;
• Hiring a relative.

Covered Persons, friends, relatives, or businesses of Covered Persons interested in participating in a transaction involving the Company, must disclose it in writing to Legal, refrain from pursuing the transaction, and follow the instructions received by the Company. In exceptional circumstances, the Company may permit such transaction. If a transaction approved by the Company has changed or expanded, Covered Persons must promptly inform Legal. 

7. Compliance with the Code and the Law

7.1. Reporting Ethical Violations 

The Code empowers Covered Persons to act in situations where they have the authority or feel comfortable to stop unethical behavior. If such actions prevent unethical behavior, then no report is necessary. However, if a Covered Person is aware of any violations of this Code and feels they cannot stop them, they must report them to the Compliance Officer or their direct supervisor. Covered Persons may also contact the CEO of the Company. 

7.2. No Retaliation

7.3. The Company’s policy strictly prohibits discrimination, harassment, and retaliation against any Covered Person who in good faith provides any information or otherwise assists in any investigation or proceeding regarding any potential violation of this Policy. The Company will not tolerate any form of retaliation for reporting suspected violations of this Code. If any Covered Person feels they are being mistreated following a report regarding suspected violations of this Code, they may contact the CEO or the Compliance Officer.

7.4. Accountability for Adherence to the Code

All reports are thoroughly reviewed and investigated appropriately. The Compliance Officer shall report to the Company’s Board of Directors on all material issues relating to this Code of Conduct. The Board of Directors enforces this Code by evaluating all alleged violations of this Code after all the pertinent information has been gathered, and appropriate action will be determined with the involvement of counsel. If an alleged violation of this Code has been reported to it, the Board of Directors shall determine whether a violation has indeed occurred and, if so, shall determine the disciplinary measures to be taken against any relevant Covered Person. The disciplinary measures, which may be invoked at the discretion of the Board of Directors, include, but are not limited to, counseling, oral or written reprimands, warnings, probation, or suspension without pay, termination of employment, or other relationship with the Company and restitution. The Board may also, when relevant and necessary, contact the relevant authorities regarding the violation. The Company is committed to upholding this Code and supports all Covered Persons who aid in this endeavor. 

7.5. Litigation and Claims

From time to time, the Company may be involved in disputes that may result in claims or litigation. If a director, officer, or employee ever receives a legal document related to the Company, such as summons, complaint, subpoena, or discovery request, whether from a governmental agency, customer, supplier, or otherwise, they must immediately contact the Compliance Officer to ensure an appropriate and timely response. Covered Persons must not respond to any request, answer questions, or furnish any documents without consulting the Compliance Officer. Under no circumstance should a Covered Person threaten to, or initiate, legal action on behalf of the Company without appropriate authorization.

7.6. Government Investigations

If a director, officer, or employee learns about a possible government investigation or inquiry, he or she shall inform either the CEO or the Compliance Officer immediately. The Company prohibits any director, officer, or employee from altering, destroying, mutilating, or concealing a record, document, or any other object or attempt to do so with the intent to impair such object’s integrity or availability for use in an official proceeding. Furthermore, the Company prohibits any director, officer, or employee from otherwise obstructing, influencing, or impeding any official proceeding or any attempts to do so.

7.7. Export, Customs, and Trade Controls

The Company is determined to comply with all applicable customs and trade control laws and regulations, licensing requirements, relevant countries’ and international laws, and applicable export and trade sanctions. Should a Covered Person become aware of an inquiry initiated by a governmental organization concerning alleged trade control violations, they must report to the Compliance Officer without delay. 

This Code may be amended from time to time with or without notice.

Last Update: August 2024