1 - FRAMEWORK

Law 93/2021, of December 20, established the general regime for the protection of whistleblowers, transposing Directive (EU) 2019/1937 of the European Parliament and of the Council, of 23/10/2019, on the protection of persons who report breaches of Union law.

As is clear from the law itself, it transposes Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, on the protection of persons who report breaches of EU law, since EU Directives, unlike Regulations, need to be transposed by the Member States so that they can be applied in the territories of each of them.

Law 93/2021 transposed this Directive into the Portuguese legal system, and as of June 18, 2022, this legal regime is applicable in Portugal.

In turn, in 2021, Council of Ministers Resolution no. 37/2021, of April 6, approved the National Anti-Corruption Strategy 2020-2024, and Decree-Law no. 109-E/2021, of December 9, which created the National Anti-Corruption Mechanism and established the General Regime for the Prevention of Corruption.

This new legal regime has made it compulsory for organizations to implement a compliance program, which should include: risk prevention or management plans, a code of ethics and conduct, training programs, whistleblowing channels and the appointment of a compliance officer.

With regard to whistleblowing channels, their operation is regulated in Law no. 93/2021, of December 20, which established the General Regime for the Protection of Whistleblowers.

2 - SCOPE

For the purposes of Law no. 93/2021, of December 20, complaints may deal with infractions committed, being committed or the commission of which can reasonably be foreseen, as well as attempts to conceal such infractions, which may constitute the commission of a crime or administrative offense related to the provisions of Article 2 of Law no. 93/2021, of December 20, namely:

"(A) an act or omission contrary to rules contained in European Union acts referred to in the Annex to Directive (EU) 2019/1937 of the European Parliament and of the Council, to national rules implementing, transposing or giving effect to such acts or to any other rules contained in legislative acts implementing or transposing them, including those providing for criminal offenses or administrative offenses, relating to the fields of:

i) Public procurement;

ii) Financial services, products and markets and the prevention of money laundering and terrorist financing;

iii) Product safety and compliance;

iv) Transport safety;

v) Environmental protection;

vi) Radiation protection and nuclear safety;

vii) Food and feed safety, animal health and animal welfare;

viii) Public health;

ix) Consumer protection;

x) Protection of privacy and personal data and security of the network and information systems;

B) An act or omission contrary to and detrimental to the financial interests of the European Union referred to in Article 325 of the Treaty on the Functioning of the European Union (TFEU), as specified in the applicable European Union measures;

C) An act or omission contrary to the internal market rules referred to in Article 26(2) of the TFEU, including competition and state aid rules, as well as corporate tax rules;

D) Violent, especially violent and highly organized crime, as well as the crimes provided for in Article 1(1) of Law no. 5/2002, of January 11, which establishes measures to combat organized and economic-financial crime;

E) An act or omission that contradicts the purpose of the rules or standards covered by points a) to c).

2 - In the fields of national defense and security, only an act or omission contrary to the procurement rules contained in the European Union acts referred to in part i.A of the Annex to Directive (EU) 2019/1937 of the European Parliament and of the Council, or contrary to the purposes of these rules, shall be considered an infringement for the purposes of this law. "

3 - CONCEPT OF WHISTLEBLOWER AND PROTECTION CONDITIONS

Under the terms of Law no. 93/2021, of December 20, the company VIZELPAS FLEXIBLE FILMS, SA provides a whistleblowing channel, and a whistleblower may be considered to be a natural person who reports an infringement on the basis of information obtained in the course of their professional activity, namely:

- Workers;

- Service providers, contractors, subcontractors and suppliers, as well as any persons acting under their supervision and direction;

- Holders of shareholdings and persons belonging to the administrative, management, fiscal or supervisory bodies of legal persons, including non-executive members;

- Volunteers and trainees, regardless of whether they are paid or not;

- Former employees, candidates in the process of recruitment or during another phase of pre-contractual negotiation of an established or unestablished professional relationship.

The persons indicated will only benefit from protection when they are in good faith and have serious grounds for believing that the information is true at the time of the report.

Protection can be extended to the following people:

- A natural person who assists the whistleblower in the whistleblowing procedure and whose assistance must be confidential;

- A third party who is connected to the whistleblower, such as a work colleague or family member, and could be the target of retaliation in a professional context;

- Legal persons or similar entities owned or controlled by the whistleblower, for whom the whistleblower works or with whom there is some kind of professional relationship.

Individuals who have filed a complaint may not benefit from the regime provided for in the general whistleblower protection regime, namely in situations where they do not comply with the rules of precedence between the means of complaint and public disclosure (article 7 of Law 93/2021, of December 20).

4 - WHISTLEBLOWER PROTECTION MEASURES

It is forbidden to carry out any act of retaliation against the whistleblower or the people mentioned above, with retaliation being understood as the practice of an act or omission, threats and attempts that, directly or indirectly, occurring in a professional context and motivated by an internal, external or publicly disclosed complaint, cause or may cause the whistleblower, without justification, patrimonial or non-patrimonial damage (see article 21 of Law no. 93/2021, of December 20).

Whistleblowers enjoy all the guarantees of access to the courts to defend their legally protected rights and interests, and may also benefit, under general terms, from witness protection measures in criminal proceedings.

5 - MEANS OF REPORTING INFRINGEMENTS

VIZELPAS FLEXIBLE FILMS, SA has implemented a whistleblowing link called the "Whistleblowing Portal" on its website at https://vizelpas.pt/portal-de-denuncias/.

This means of submitting complaints allows them to be submitted in writing, with the possibility of attaching documents deemed relevant.

The offenses to report are those provided for in Law no. 93/2021 of December 20 (identified above), in the VIZELPAS Code of Conduct, including acts of harassment or discrimination, theft and damage to property, or acts of fraud and corruption (in the public and private spheres).

Complaints submitted can be anonymous, or identified if the complainant so wishes.

The Whistleblowing Portal guarantees the completeness, integrity and preservation of the complaint, the confidentiality of the identity of the complainant and their personal data, as well as that of the accused, and the confidentiality of the communications received.

Whenever anonymity is not desired, the identity of the complainant will only be known to those strictly necessary to deal with the complaint.

6 - Handling complaints

Once a complaint has been lodged, it is received by the human resources department and its content is analyzed by the Channel Manager, who carries out all the necessary investigative actions to ascertain the facts complained of.

He was appointed Manager of the Human Resources Whistleblowing Channel.

The following maximum time limits have been set for dealing with complaints:

-7 days to notify the complainant of receipt of the complaint, or identification of the requirements for submitting an external complaint (if applicable);

-3 months from the date of receipt of the complaint to inform the complainant of the measures planned or adopted to follow up or resolve the complaint and the respective grounds;

-15 days after its conclusion if the complainant has requested that the result of the analysis be communicated.

The processing of the whistleblower's personal data complies with the GDPR and Law no. 58/2019, of August 8, and the whistleblower benefits from the protection and support measures, as well as the guarantees provided for, respectively, in articles 22 and 23 of Law no. 93/2021, of December 20.

The whistleblower also benefits from the liability regime provided for in article 24 of Law no. 93/2021, of December 20.

Analyzing and deciding on complaints may involve, among other things, changing procedures, initiating investigative or disciplinary proceedings and forwarding the complaint to the competent authority, if applicable.

7 - SHELF LIFE

All complaints submitted will be kept for a period of 5 (five) years and, regardless of this period, during the pendency of judicial or administrative proceedings relating to the complaint.

8 - ADVERTISING

These Regulations will be included in the Internal Regulations of VIZELPAS, and this new version will be made available for consultation by all employees, as will any employees who may be hired in the meantime.

It will also be published on the VIZELPAS website under the Whistleblowing Channel link.