Table of content

1. Compliance with Law.
2. Corrupt Practices Prohibited.
3. Proper Use of Corporate Funds and Property. 
4. Permitted Tips and Gratuities. 
5. Permitted Receipt of Gifts. 
6. Written Employment and Consulting Agreements Required. 
7. Compensation Guidelines. 
8. Accounting and Auditing Matters. 
9. Avoid Conflicts of Interest. 
11. Protection of Intellectual Property. 
12. Non-Disclosure Requirements. 
13. Personal Behavior and Respect for Individuals. 
14. Enforcement and Compliance with Code. 
15. Distribution of Code. 
16. Reporting Code Violations. 
17. Investigating and Resolving Concerns 

Introduction

This Code of Business Conduct and Ethics (this “Code”) is specifically designed to provide
guidance regarding the Company’s standards of integrity and business conduct.
This Code of Business Conduct and Ethics applies to all full time, part-time and temporary
employees (collectively “Employees”) and agents, representatives, consultants, advisors,
and other similarly titled independent contractors (collectively “Consultants”) of Gytpol Ltd.
(the “Parent”), its branches and its subsidiaries (the “Subsidiaries”). The Parent, branches,
and Subsidiaries are collectively referred to herein as the “Company”.
The purpose of this Code is to promote:
● Honest and ethical conduct, including fair dealing and the ethical handling of actual or
apparent interest between personal and professional relationships;
● Conducting business with professional competence and integrity;
● Full, fair, accurate, timely and understandable disclosure;
● Compliance with applicable laws, rules and regulations;
● Prompt reporting of violations of this Code; and
● Accountability for adherence to this Code and to deter wrongdoing.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any
questions about these conflicts, you should ask your supervisor how to handle the situation.
Those who violate the standards in this Code will be subject to disciplinary action, up to
and including termination of employment.

1. Compliance with Law.
The Company’s activities and operations will be carried out in careful compliance with all
applicable laws. The Company requires that all employees, officers, directors, or Consultants
comply with all laws, rules and regulations applicable to the Company wherever it does
business. The Company acknowledges that there are differences in local laws and practices
between countries. In some instances, the Code establishes policies and/or requirements
that would not otherwise be required in some countries. In keeping with the Company’s
commitment to meet the highest standards of business conduct wherever it does business,
all employees must comply with all aspects of the Code, even if it is not required by local
laws. Conversely, there may be laws in certain countries that may not specifically apply
outside of those countries, and therefore, not specifically be addressed in the Code.
Employees are expected to use good judgment and common sense in seeking to comply
with all applicable laws, rules and regulations and to ask for advice when uncertain about

them. Without derogating from the above responsibility, the Company may add policies
applicable to specific regions as required or appropriate under local laws.

2. Corrupt Practices Prohibited.
The following prohibitions are illustrative only and are not exclusive.
No Bribery, Kick-backs, or Payoffs. In its relations with governmental agencies, actual and
potential purchasers and suppliers, vendors, subcontractors, business associates, and
others, the Company and its Employees and Consultants will not, directly or indirectly,
engage in bribery, kickbacks, payoffs, or other corrupt business practices.
Prohibited Payments. Payments to Consultants, attorneys, suppliers, distributors,
purchasers, and others are strictly prohibited if it is known or believed (or there is reason to
believe) that all or a portion of such payments will be offered, given, or promised to a
government employee, a member of a political party, a candidate for political office, or to
an employee, officer, director, business associate, or family member of an actual or
potential purchaser of Company products.
Political Contributions Prohibited. The use, directly or indirectly, of Company funds for
political contributions to any organization or to any candidate for public office is strictly
prohibited.

3. Proper Use of Corporate Funds and Property.
Corporate funds and assets must be utilized solely for lawful and proper corporate purposes.
Transfer or expenditure of such funds or assets will be undertaken only if the stated purpose
is in fact the actual purpose. The transferor expenditure of such funds and assets must be
authorized in writing in accordance with procedures established by the Company. Company
equipment or other property should be handled and cared for properly and should be used
only for business purposes. It should not be used for personal benefit, sold, loaned, given
away, or otherwise disposed of, regardless of its condition or value, without proper
authorization. Fraud, theft, embezzlement or misappropriation of Company property is
prohibited.

4. Permitted Tips and Gratuities.
Employees and Consultants are solely permitted to offer nominal tips, gratuities, hospitality
(such as lunch or dinner at a restaurant), gifts and promotions (e.g. Gytpol’s pens; clocks;
etc.) of a custom amount or value for routine services or courtesies or as part of Gytpol’s
customary promotional and marketing efforts. “Nominal” value is defined as a gift of not
more than $100 per annum per business associate. This amount does not include expenses
for business meals.

Any other tips, gratuities, hospitality, gifts and promotions that are not standard or customary
require advance written approval by the Company’s CFO, with a copy of the approval to be
attached to the expense report or expense receipt. All receipts for such expenditures must
be submitted to the Company finance department and must be recorded in the Company’s
books of account.

5. Permitted Receipt of Gifts.
In connection with their business activities, Employees and Consultants may receive gifts of
nominal value or accept invitations only if such gifts or invitations have no undue influence
on their decision-making and are not illegal under applicable law. All Employees and
Consultants are prohibited from receiving from any actual or potential purchaser, supplier,
vendor, subcontractor, competitor or its agent, consultant or employee, or business
associate of the Company, gifts or invitations for greater than the nominal value. “Nominal”
value is defined as a gift of not more than $100 per annum per business associate. For the
avoidance of doubt, reasonable expenses on business meals shall not be considered a
breach of this policy.

6. Written Employment and Consulting Agreements
Required.
Employees and Consultants will be retained and paid only pursuant to a written agreement
supplied or approved by the Company’s Chief Executive Officer, and only following the
express written approval by the Company Officer with authority to authorize retention of such
individual. Employees and Consultants shall be permitted to work with the Company only if
they operate in conformity with their written contracts, all applicable laws and rules, and this
Code.

7. Compensation Guidelines.
Compensation paid to Consultants must be comparable to that paid to similar Consultants
for similar work in similar territories and in accordance with lawful industry norms. Any
benefits provided to Employees and Consultants in addition to their standard compensation
shall be awarded in full compliance with corporate guidelines and national legislation
(including tax regulations) and shall remain in line with local practice.

8. Accounting and Auditing Matters.
The Company is committed to providing accurate and reliable information to its
shareholders, governmental agencies, and other entities who rely on the veracity of the
Company’s financial records. No false, misleading or artificial entries shall be made in the
Company’s books and records for any reason, and all accounting, internal accounting
controls, or auditing matters shall be conducted in accordance with all applicable laws. Any
concerns regarding questionable accounting, internal accounting controls or auditing
matters should be directed to the Chairman of the Company’s Board of Directors, Mr.
_________, on either an anonymous or non-anonymous basis by calling the following
telephone number or sending a letter by mail or email to Chairman of the Board of Directors
Mr._________ Email: ___________ Phone: +xxx-xxx
9. Avoid Conflicts of Interest.

All Employees and Consultants must avoid conflict of interest situations between their direct
or indirect (including members of immediate family) personal interests and the interest of
the Company. Typical conflict situations include providing services to or owning stock (or
stock options) in business entities, which are competitors, purchasers or suppliers of the
Company (minor shareholdings of less than 1% in listed companies are generally not
considered to be a conflict of interest situations).
Company Employees involved in the process of purchasing goods and services should be
extremely careful in exercising their judgment in purchasing decisions. Objectivity and
impartiality should be exercised when making purchasing-related decisions, and any
potential conflict of interests, including any existence of prior acquaintance or family
connections with any vendor, should be reported to the Company’s Chief Executive Officer.
Employees and Consultants must notify their direct supervisor of any actual or potential
conflict of interest situation. The direct supervisor will advise the Chief Executive Officer or
the relevant VP, who in turn will consult with the CEO to provide a considered and confidential
response.

11. Protection of Intellectual Property.
The Company recognizes intellectual property rights as well as proprietary confidential
information (collectively “IP”) as a central shareholder value. Employees and Consultants
shall take appropriate action to preserve and enhance the Company’s IP and not infringe the
IP rights of other persons and entities.

12. Non-Disclosure Requirements.

The written employment and retention agreements with all Employees and Consultants shall
contain provisions regarding the non-disclosure and non-use of proprietary and/or
confidential information received by such Employees and Consultants during the term of the
relationship with the Company. Compliance with these provisions is mandatory.

13. Personal Behavior and Respect for Individuals.
The Company strives, on a personal level, to treat each individual with dignity, consideration
and respect. The Company has no tolerance for discrimination or harassment. All
employment decisions are to be made without regard to race, color, age, gender, sexual
orientation, religion, marital status, pregnancy, national origin/ancestry, citizenship,
physical/mental disability, military status or any other basis prohibited by law. For purposes
of this Code, harassment includes slurs and any other offensive remarks, jokes and other
verbal, graphic, or physical conduct that could create an intimidating, hostile or offensive
work environment. In addition to the above, “sexual harassment” includes unwelcome sexual
advances, requests for sexual favors, and other visual, verbal, electronic, or physical conduct
of a sexual nature.
Use, sale, possession, purchase or transfer of alcohol, or illegal drugs on Company premises,
in Company vehicles or during work hours is prohibited, with the exception of alcohol
consumption at company-sponsored functions that are approved by the management.

14. Enforcement and Compliance with Code.
All officers, executives, and managers of the Company are responsible for the enforcement
of, and compliance with, this Code, including necessary distribution to ensure Employee and
Consultant knowledge and compliance. Non-compliance with this Code will result in
disciplinary measures up to and including termination of the relationship with the Company.

15. Distribution of Code.

All current Employees and Consultants shall be provided with a copy of this Code at the
earliest possible date. All new Employees and Consultants shall be provided with a copy of
this Code within thirty (30) days of joining the Company. The Code and any amendments
thereof shall be posted on the Company’s website. Any questions on this Code should be
addressed to the Human Resources department.
This Code may be amended from time to time with or without notice by the Company.

16. Reporting Code Violations.
Any Employee who knows or believes that another Employee or Consultant of the Company
has engaged or is engaging in conduct related to the Company that violates applicable law,
this Code or any other code or practice standard applicable to such an individual, should
report this information either personally or anonymously to a supervisor or the Chief
Executive Officer or one of the Company’s executive officers. Any supervisor or officer who
receives a report of a violation of this Code must immediately inform the Chief Executive
Officer.
Employees concerned about matters involving accounting, internal accounting controls or
auditing matters should report their complaints immediately as follows: (1) by e-mail, Tal
Kollender, Chief Executive Officer at [email protected], or to HR Manager, at ________. The COO
will ensure that the Chairman of the Board is informed of Reports received and the action
being taken.
This Code should not be construed to prohibit you from testifying, participating, or otherwise
assisting in any state or federal administrative, judicial, or legislative proceeding or
investigation.

17. Investigating and Resolving Concerns
All reports of possible violations will be investigated by the Chief Executive Officer or Chief
Technolegy Officer. The Chief Executive Officer or Chief Technolegy Officer may, in his or
her discretion, assume responsibility for evaluating any possible violation and directing or
conducting any investigation or may delegate any portion of such responsibility to the Chief
Executive Officer or another person or entity within or outside the Company.
All reports of possible violations will be handled with the utmost care and receive a thorough
review.
After conducting the investigation, the results will be evaluated and the Company will
authorize such swift response, follow-up and preventive actions, if any, as are deemed
necessary and appropriate to address the substance of the reported possible violation. The
Company reserves the right to take whatever action it believes appropriate, up to and
including the discharge of any Employee determined to have engaged in improper conduct.
The Company will strive to keep all reports of possible violations and the identity of those
who submit them and participate in any investigation as confidential as possible. Neither the
Company nor any person associated with the Company shall discharge, demote, suspend,
threaten, harass or in any other manner discipline, discriminate or retaliate against any
person or entity because he or she reports any violations or cooperates in any investigation
or inquiry regarding violations of applicable law or this Code using the methods outlined
above. However, the Company may take disciplinary action against an Employee or
Consultant who provides an incorrect report on violations of the Code if the report was not
made in good faith.

Any waiver of the Code for executive officers and directors and any other employee of the
Company may be made only by CEO.