Anti-Corruption Program - Ukrgroupproject

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Revision: 01.05.2026

Preamble (Values)

By this Anti-Corruption Program (hereinafter referred to as the “Program”), Limited Liability Company “UKRGROUPPROJECT” (hereinafter referred to as the “Company”), recognizing its responsibility to promote the values of the rule of law and integrity, striving to ensure its sustainable development, caring for its business reputation, encouraging the use of fair commercial practices, and acting in the interests of, including but not limited to, its founders, employees, business partners, and clients, hereby proclaims that its participants: LLC “UKRGROUPPROJECT”, management bodies, officers, and employees in their activities, as well as in legal relations with business partners, state authorities, local self-government bodies, and other legal and natural persons, are guided by the principle of zero tolerance for corruption in any of its forms and manifestations and take (will take) all measures to prevent, detect, and counteract corruption as provided for by legislation and this Program.

The Company states its principled stance and condemns corruption as an illegal and unethical way of conducting business.

1. Purpose and Scope

The purpose of this Program is to ensure the operation of an effective system for preventing and counteracting corruption, and to ensure compliance of the Company’s activities with the requirements of anti-corruption legislation, taking into account world best practices.
This Program establishes a comprehensive set of measures (rules, standards, and procedures) for preventing, detecting, and counteracting corruption in the Company’s activities, not less in scope and content than provided for by the Law of Ukraine “On Prevention of Corruption” and the Model Anti-Corruption Program of a Legal Entity approved by the order of the National Agency on Corruption Prevention.
Measures to prevent, detect, and eliminate or minimize corruption risks are recognized as priorities in the Company’s activities.
This Program is binding on founders (participants), the head, management bodies, officers of all levels, employees, representatives of the Company, and persons undergoing training at the Company or performing certain work on the basis of civil law contracts concluded with the Company.
This Program is binding on all business entities (subsidiaries, separate subdivisions, branches, representative offices) controlled by the Company.
This Program applies to all areas of the Company’s activities, including relations with business partners, officials, state authorities, local self-government bodies, and other legal and natural persons.
Provisions regarding mandatory compliance with and execution of this Program are included in the Company’s internal labor regulations, regulations on structural units, all employment agreements (including contracts), and job descriptions.
This Program was approved by the decision (order) of the head of the Company after discussion with officers of all levels and employees of the Company.
The text of this Program is permanently available in open access for employees, officers of all levels, management bodies, representatives of the Company, as well as its business partners in hard copy at: 03127, Kyiv, 132 Holosiivskyi Ave.
The content of this Program is drawn up according to the template provided in the annex to this Program.

2. Professional Ethics Standards

Founders (participants), the head of the Company, members of management bodies, officers of all levels, the Compliance Officer, employees, and representatives of the Company, when performing their official (contractual) duties:
1) strictly adhere to generally recognized ethical standards of conduct and the requirements of the Company’s Code of Ethics (if any);
2) show tolerance and respect towards the political views, ideological, and religious beliefs of other persons;
3) act regardless of personal interests, personal attitudes towards any persons, or political, ideological, religious, or other personal views or beliefs;
4) do not disclose or use confidential information that became known to them in connection with the performance of their official (contractual) duties, except as provided by law;
5) competently, timely, effectively, and responsibly perform official (contractual) duties, decisions, and instructions of bodies and officers to whom they are subordinate, accountable, or controlled, and prevent misuse and inefficient use of the Company’s funds and property.
Founders (participants), the head, management bodies, officers of all levels, the Compliance Officer, employees, and representatives of the Company shall abstain from manifestly criminal actions, decisions, and instructions and take measures to cancel such decisions and instructions.
Officers of all levels, the Compliance Officer, employees, and representatives of the Company are obligated to abstain from executing decisions or instructions of management that are manifestly criminal.
In case of receiving decisions or instructions for execution that are manifestly criminal, an officer, Compliance Officer, employee, or representative of the Company must immediately inform their direct supervisor, the head of the Company, or its founders (participants), and the Compliance Officer in writing.
An officer, Compliance Officer, or employee cannot be dismissed, compelled to resign, subjected to disciplinary action, or subjected to other negative measures or threats of such measures by management due to a refusal to execute decisions or instructions that are manifestly criminal.
Officers, employees of the Company, and the Compliance Officer cannot be held disciplinarily liable for refusing to participate in corrupt acts, even if such refusal may lead to the Company’s loss of a competitive advantage or potential benefit.

II. Rights, Obligations, and Prohibitions

1. Prohibited Corrupt Practices

The head, members of management bodies, officers of all levels, the Compliance Officer, employees, and representatives of the Company are prohibited from:
1) accepting an offer or promise of, or receiving an improper advantage, as well as requesting such an advantage for themselves or another natural or legal person in exchange for taking or refraining from taking any action using their position in the Company, or in connection with their activities for the benefit of the Company, in the interests of the person offering, promising, or providing such advantage, or in the interests of a third party;
2) abusing their authority—that is, intentionally using their authority contrary to the interests of the Company for the purpose of obtaining an improper advantage for themselves or another natural or legal person;
3) offering, promising, or providing (directly or through a third party) an improper advantage to officials and/or their close persons or other natural persons for taking or refraining from taking any action/omission using their authority, official position, or powers to obtain or retain any advantage for the Company;
4) taking actions or making decisions under conditions of an actual conflict of interest;
5) using any property or funds of the Company for personal interests;
6) organizing, acting as an intermediary for, or personally conducting any cash or non-cash payments or settlements with business partners of the Company or other natural or legal persons if such payments or settlements are not provided for by legislation or transactions concluded by the Company;
7) directly or indirectly influencing the decisions of Company employees to obtain an improper advantage for themselves or other persons;
8) taking any actions that directly or indirectly incite other employees or officers of all levels to violate the requirements of the Law of Ukraine “On Prevention of Corruption” or this Program;
9) giving or receiving gifts in violation of the requirements of legislation and this Program regarding the provision and acceptance of business hospitality and gifts;
10) disclosing or otherwise using in their own interests any information, including confidential information, that became known to them in connection with the performance of their authority or contractual obligations after dismissal or other termination of cooperation with the Company, except as established by law.
The Company prohibits the payment of facilitation payments to officials, particularly for the purpose of expediting any formal procedures related to obtaining permits, securing relevant decisions in favor of the Company, or obtaining other advantages for the Company.
A payment for expedited consideration paid to the account of a state authority, local self-government body, enterprise, institution, organization, official, or state/local budget, the amount and payment of which are provided for by legislation (for example, a payment for expedited patent registration), is not a facilitation payment.
An officer, employee, or representative of the Company who is faced with a demand for a facilitation payment is obliged to inform the person making such demand about the prohibition of its payment, refuse to make such payment, and immediately inform their direct supervisor and the Compliance Officer of the received demand.
In the event that an officer, employee, or representative of the Company has any doubt regarding whether a payment constitutes a facilitation payment and the prohibition of its payment, such officer, employee, or representative of the Company must seek consultation from the Compliance Officer.
Prohibitions apply without any territorial limitations on the territory of any state, regardless of national traditions, local practices, or competition conditions operating in that state.

III. Prevention and Verification Measures

1. Prevention and Settlement of Conflicts of Interest

The Company strives to ensure that a conflict of interest does not adversely affect the interests of the Company, as well as the interests of its clients/customers or founder(s)/participant(s), through the prevention, detection, and settlement of conflicts of interest.
The Company prevents and settles conflict of interest situations based on the following principles:
1) mandatory reporting by employees of situations showing signs of a conflict of interest;
2) prevention of conflicts of interest;
3) an individual approach to reviewing and assessing each specific case showing signs of a conflict of interest.
Employees of the Company are required, no later than the next business day following the day on which they learned or should have learned about an actual or potential conflict of interest involving them, to notify their direct supervisor and the Compliance Officer in writing, refrain from taking actions and making decisions under conditions of an actual conflict of interest, and take measures to settle the actual or potential conflict of interest.
In the event of an actual or potential conflict of interest arising for the head of the Company, they shall notify the Compliance Officer and the person or body (including a collegial one) authorized to dismiss or initiate the dismissal of the head of the Company in writing.
In the event of an actual or potential conflict of interest arising for a representative of the Company, they shall notify the Compliance Officer in writing.
In the event of an actual or potential conflict of interest arising for the Compliance Officer, they shall notify the head of the Company / Supervisory Board of the Company in writing (if the Compliance Officer is accountable to and controlled by the Supervisory Board of the Company).
Within two business days after receiving notification of an actual or potential conflict of interest involving a subordinate, the direct supervisor shall, taking into account the recommendations of the Compliance Officer, decide on the method of settling the conflict of interest and notify the employee accordingly.
A direct supervisor who becomes aware of a conflict of interest involving a subordinate employee (including independent detection of a conflict of interest involving a subordinate without the latter submitting a relevant notification) is obliged to inform the Compliance Officer and take measures provided for by this Program to prevent and settle the conflict of interest.
Settlement of a conflict of interest is carried out through one or a combination of the following measures (separately or in combination):
1) recusal of the employee from performing a task, taking actions, making a decision, or participating in decision-making under conditions of an actual or potential conflict of interest;
2) application of external control over the performance of the relevant task, taking of certain actions, or decision-making by the person;
3) restriction of the employee’s access to specific information;
4) revision of the scope of the employee’s official (functional) duties;
5) transfer of the employee to another position;
6) dismissal of the employee.
The procedure for applying conflict of interest settlement measures and its specifics for different categories of persons are established by the Compliance Officer, taking into account the following requirements:
1) transfer of an employee to another position applies only with their consent if the actual or potential conflict of interest in the employee’s activities is permanent and cannot be settled otherwise, provided there is a vacant position matching the employee’s personal and professional qualifications;
2) dismissal of an employee from their position due to a conflict of interest is carried out if the actual or potential conflict of interest in their activities is permanent and cannot be settled in another way, including due to the lack of employee consent for transfer or divestment of the private interest;
3) in the event of a potential or actual conflict of interest arising for a representative, the Company terminates legal relations with them. If the conflict of interest involving a representative of the Company is permanent, the representative shall be included in the list of persons whose services are not subject to use and/or to whose benefit payments are not made.
The decision on settling a conflict of interest in the activities of the head of the Company is made by the person or body (including a collegial one) authorized to dismiss or initiate the dismissal of the head of the Company within two business days after receiving the notification. The affected person and the Compliance Officer shall be notified immediately of the decision made.
Employees of the Company may independently take measures to settle a conflict of interest by divesting the relevant private interest and providing supporting documents to their direct supervisor and the Compliance Officer.
The head of the Company may independently take measures to settle a conflict of interest by divesting the relevant private interest and providing supporting documents to the Compliance Officer, as well as to the person or body (including a collegial one) authorized to dismiss or initiate the dismissal of the head of the Company.
In the event of an actual or potential conflict of interest arising for a person who is a member of a collegial body (a management body of the Company (Supervisory Board, Board of Directors, another executive body), commission, working group, tender committee, etc.) during decision-making on a matter by this body, such person shall notify the relevant collegial body and the Compliance Officer in writing.
Said person is prohibited from:
1) participating in the preparation of documents for decision-making by the collegial body on the relevant matter;
2) participating in the consideration (discussion) of the relevant matter;
3) voting on the relevant matter.
If the non-participation of a member of the Company’s collegial body leads to a loss of quorum of this body, the participation of such person in decision-making must be carried out under external control. The decision to apply external control is made by the relevant collegial body.
External control is exercised through the participation of the Compliance Officer in the work of the collegial body in the status of an observer without voting rights.
Typical situations involving a conflict of interest may include:
1) participating in or making decisions regarding the conclusion of an employment contract, job promotion, determination of compensation terms, application of financial incentives, or imposition of penalties with respect to a close person;
2) concluding transactions on behalf of the Company with close persons;
3) participation of a person subject to the requirements of this Program in making or the making of a decision that may affect obtaining advantages by another business entity over whose business decisions such person or their close person exercises actual control, or in which such person or their close person are founders (participants), employees, receive or have received remuneration or gifts, or underwent or are undergoing training;
4) registration by a person subject to the requirements of this Program as an individual entrepreneur or the establishment of a legal entity by such person providing services / performing work identical to those provided/performed by the Company;
5) performing the functions of a senior executive in another legal entity whose interests may conflict with the interests of the Company;
6) making or participating in decision-making by a person subject to the requirements of this Program regarding themselves, in particular regarding compensation, provision of any benefit of a material or non-material nature, or conducting an internal/official investigation.

2. Interaction with Business Partners

The Company seeks to cooperate with business partners who conduct their activities lawfully and ethically, interaction with whom does not pose corruption risks for the Company.
Prior to establishing business relations, the Company informs business partners about the Company’s principles and requirements in the field of corruption prevention and counteraction provided for by this Program and other policies developed in its execution, including the business partner verification procedure.
The Company performs verification of potential business partners (prior to the date of concluding legal transactions) and existing business partners (after establishing legal relations with them).
Verification of potential or existing business partners of the Company is conducted by the Compliance Officer. Other structural units of the Company may also be involved in performing verification.
The criteria, grounds, procedure, and frequency of verifying the Company’s business partners are defined in internal documents of the Company, which are developed by the Compliance Officer and approved by the head (executive body) of the Company.
Verification procedures, frequency of verifications, and selection criteria for business partners are determined depending on the field and location of activity, the structure of the Company, and the nature and level of corruption risks that may arise in relations with a business partner.
Verification of the Company’s business partners is conducted for the purpose of:
1) verifying the business partner’s business reputation regarding tolerance to corruption, namely: whether the business partner has a reputation as an entity whose activity is linked to corruption (even in the absence of relevant court decisions), and whether the business partner will act as an intermediary to transfer to third parties (or receive from third parties) an improper advantage;
2) verifying whether the business partner has an anti-corruption program (or other anti-corruption policies), the status of its (their) actual implementation, and willingness (or refusal) to adhere to the Company’s principles and requirements, as well as anti-corruption legislation;
3) identifying potential corruption risks in connection with concluding (performing) a legal transaction;
4) minimizing the likelihood of committing or verifying possible facts of committing a corruption or corruption-related offense, or another violation of anti-corruption legislation when establishing and/or implementing legal relations with a business partner.
In case of reasonable doubts regarding the business reputation of a business partner that may lead to corruption risks for the Company, the Company reserves the right to refuse to establish/continue business relations with the business partner, taking into account legal requirements, in particular the Law of Ukraine “On Public Procurement”.
Business partner verification materials are retained for at least 5 years.
Contracts (agreements) concluded by the Company with business partners may include anti-corruption clauses. The purpose of an anti-corruption clause is for the Company to provide guarantees of compliance with applicable anti-corruption legislation and to obtain similar guarantees from the business partner.
Drafts of anti-corruption clauses are developed by the Compliance Officer, taking into account the Company’s fields of activity.

3. Charitable and Sponsorship Activities

The Company may conduct charitable and sponsorship activities in the absence of prohibitions established by legislation and internal documents of the Company.
The Company conducts charitable and sponsorship activities in accordance with legislation and subject to the absence of a reasoned conclusion by the Compliance Officer regarding the presence of corruption risks.
The Compliance Officer conducts a preliminary verification of planned charitable and sponsorship activities and approves draft legal transactions regarding the implementation of charitable and sponsorship activities in order to ensure that charitable or sponsorship assistance is not used as an improper advantage or for another illegal purpose.
The procedure for the Compliance Officer to conduct a preliminary verification of planned charitable and sponsorship activities is determined by the Company.
The conduct of charitable and sponsorship activities by the Company is not permitted if:
1) its implementation is a condition for concluding any transaction, adopting a decision by a state authority or a local self-government body, or it is conducted for the purpose of obtaining illegal advantages in business activities;
2) a business partner / official insists on conducting a particular type of charitable and/or sponsorship activity exclusively through a specific organization;
3) it is conducted for the purpose of influencing an official or in exchange for any improper advantage for the Company from business partners.
The main tools for the Company to exercise control over charitable and sponsorship activities may include:
1) verification of potential recipients of charitable and sponsorship assistance in the manner applicable to the verification of business partners, or in another manner established by the Company;
2) preliminary approval with the Compliance Officer of charitable and sponsorship projects and legal transactions;
3) procedures for monitoring the intended use of charitable and sponsorship assistance, which the Company determines independently;
4) public disclosure, in the manner provided for by the Company, of information on charitable and sponsorship activities to ensure public control (in the absence of prohibitions established by legislation).
The Company maintains registers of contributions made by the Company for charitable and sponsorship activities. Such registers, as well as financial statements regarding transactions related to charitable and sponsorship activities and their recipients (beneficiaries), are subject to retention for at least 5 years.

IV. Reports, Their Verification, and Liability

1. Reporting Possible Facts of Corruption or Corruption-Related Offenses, Other Violations of the Law of Ukraine “On Prevention of Corruption”

The Company creates favorable conditions for whistleblowers and fosters respect for whistleblowers as part of the Company’s business culture.
The Company provides whistleblowers with conditions for submitting reports on possible facts of corruption or corruption-related offenses, other violations of the Law of Ukraine “On Prevention of Corruption” (hereinafter referred to as the “Report”) by:
1) mandatory creation and ensuring the functioning of channels through which a person can submit a Report while guaranteed anonymity (hereinafter referred to as the “Reporting Channels”), if necessary—via the Unified Whistleblower Reporting Portal;
2) establishing, in accordance with the Law of Ukraine “On Prevention of Corruption”, internal procedures and mechanisms for receiving, considering, verifying, and properly responding to Reports;
3) providing methodological assistance and consultations on submitting a Report to potential whistleblowers;
4) implementing mechanisms for encouraging and building a reporting culture;
5) ensuring compliance with the rights and protection guarantees of whistleblowers.
Whistleblowers independently determine which Reporting Channels to use for submitting a Report.
Whistleblowers are guaranteed confidentiality in the order and under the terms established by the Law of Ukraine “On Prevention of Corruption”.
A person may submit a Report without stating authorship (anonymously).
Information about Reporting Channels is brought to the attention of all employees, including upon hiring, and is displayed on the Company’s information boards and website (if available).
The Company encourages business partners to report through the Reporting Channels any known facts of committing corruption or corruption-related offenses, or other violations of the Law of Ukraine “On Prevention of Corruption” by the head, members of management bodies, officers of all levels, employees, and representatives of the Company.
A Report must contain factual data confirming the possible commission of a corruption or corruption-related offense, or another violation of the Law of Ukraine “On Prevention of Corruption”, which can be verified.
An anonymous Report is subject to consideration if the information provided therein relates to a specific person and contains factual data that can be verified.
Reporting incentive mechanisms are implemented by the Company through:
1) approval of internal documents of the Company defining forms of incentive and organizational foundations for the operation of the incentive mechanism;
2) provision of methodological assistance and consultations on submitting a Report;
3) non-material and material encouragement of whistleblowers.
Reporting culture-building mechanisms are implemented by the Company through:
1) approval of internal documents of the Company regarding ethical behavior, particularly fostering respect for whistleblowers as responsible citizens;
2) conducting internal training on fostering a reporting culture;
3) systematic execution of awareness and communication initiatives.

2. Reporting Possible Facts of Violations of this Program

Employees and persons undergoing training at the Company or performing certain work, representatives, as well as business partners of the Company may report identified signs of violations of this Program, facts of inciting employees, the head, officers of all levels, or members of management bodies of the Company to commit corruption or corruption-related violations, or other violations of the Law of Ukraine “On Prevention of Corruption” directly to the head (head of the executive body) of the Company, the Compliance Officer, or the founders (participants) of the Company, or by sending an electronic notification to the Company’s email address: ukrgrup.project2@gmail.com. The Company may also provide for other methods of transmitting and receiving information.
The procedure for considering such reports, interacting with the applicant, guarantees of confidentiality regarding information about the applicant, and protection of their rights are determined by an internal document of the Company.

V. Program Review, Its Validity, and Procedure for Providing Clarifications

1. Review and Update of the Program

The Anti-Corruption Program Implementation Officer (hereinafter referred to as the “Compliance Officer”) regularly reviews and assesses the effectiveness of this Program in accordance with the Law of Ukraine “On Prevention of Corruption” and internal procedures of the Company, ensuring its scheduled updating at least once a year.
Extraordinary review and update of the Program are carried out by LLC “UKRGROUPPROJECT” in the event of:
1) amendments to the Law of Ukraine “On Prevention of Corruption” or other regulatory legal acts in the field of corruption prevention and counteraction;
2) identification of new threat-forming factors in the Company’s activities based on the results of a corruption risk assessment;
3) provision by the NACP (National Agency on Corruption Prevention) of relevant recommendations, orders, or clarifications to increase the effectiveness of anti-corruption mechanisms;
4) analysis of the practical application of the Program and identification of systemic shortcomings in internal procedures.
In order to comply with the principles of transparency, openness, and maintaining a high level of business reputation, LLC “UKRGROUPPROJECT” guarantees prompt updating of information and mandatory posting of the current version of the Program on its official website.

2. Validity of the Program and Procedure for Providing Clarifications

This Program enters into force from the moment of its approval by the Supervisory Board (or another authorized supreme management body of LLC “UKRGROUPPROJECT”) and is binding on founders (participants), members of management bodies, officers of all levels, employees, and representatives of the Company.
Enshrining the principle of zero tolerance for corruption in any of its forms and manifestations, LLC “UKRGROUPPROJECT” ensures proper conditions for strict compliance with the requirements of this Program by providing methodological assistance, conducting training, and offering professional consultations.
In case of inaccuracies, doubts, or questions regarding the interpretation of the provisions of this Program or the procedure for their practical application in specific work situations or in legal relations with counterparties and state authorities, employees and business partners of LLC “UKRGROUPPROJECT” are obliged to seek clarifications from the Compliance Officer through the following channels:
1) sending a written or electronic request to the official work address of the Compliance Officer;
2) initiating an in-person or online consultation on compliance and anti-corruption ethics;
3) using official communication channels defined by the Company (in particular, dedicated communication lines).
Official clarifications of the Compliance Officer provided within their powers defined by the Law of Ukraine “On Prevention of Corruption” and this Program are mandatory for consideration by officers and employees of LLC “UKRGROUPPROJECT” during the performance of their official duties in order to prevent unethical or illegal conduct.