Supplier Code of Conduct.

Effective date: 1 May 2026 · Last updated: 13 May 2026 · Owner: Procurement (with Investment Committee oversight) · Review cycle: Annual

1. Purpose and scope

ERAM Real Estate Sh.P.K. ("ERAM", "we", "the Company") expects every supplier of goods and services with which it does business — directly or via its project special-purpose vehicles (SPVs) — to operate to the same standards of integrity, legality, safety, environmental responsibility and fair dealing that ERAM applies to itself.

This Supplier Code of Conduct sets out the minimum standards expected of suppliers and is incorporated by reference into every purchase order and supply contract issued by ERAM or any project SPV from the effective date.

2. Who this Code applies to

This Code applies to every individual, firm, partnership, company, joint venture, consortium, agent or other entity that supplies materials, equipment, professional services, consultancy, IT services, marketing, real-estate brokerage, banking, custody, audit, legal, insurance, KYC, valuation, or any other goods or services to ERAM Real Estate Sh.P.K. or to any project SPV in which ERAM acts as sponsor.

Where a supplier engages sub-contractors or further-tier suppliers in the course of its work for ERAM, the supplier is required to flow down equivalent standards through its own supply chain and to monitor compliance accordingly.

3. Group-affiliate suppliers — Kelmendi Holdings

ERAM Real Estate Sh.P.K. is a member of Kelmendi Holdings. Other members of the Kelmendi Holdings group operate independently in engineering, design and supervision, construction, mechanical-electrical-plumbing (MEP) services, ICT, manufacturing, and other categories. From time to time, ERAM or a project SPV may engage one or more Kelmendi Holdings group affiliates as a supplier in the ordinary course of business.

Whenever a Kelmendi Holdings group affiliate is engaged as a supplier, the engagement is governed by the additional safeguards set out in the Conflict of Interest Policy, and the following minimum requirements apply, without exception:

1. Written disclosure of the affiliate relationship in the procurement record and, where the supplier serves a project SPV, in the project's Information Memorandum and annual investor report;
2. Arm's-length pricing evidenced by at least one independent benchmark or comparable external offer for the same scope of work, retained in the procurement file;
3. Open-tender preference wherever the size, nature and timeline of the procurement permit a competitive tender involving non-affiliated suppliers;
4. Investment Committee approval where the contract value exceeds the threshold defined in the Conflict of Interest Policy, with the conflicted directors recused from the decision;
5. Right of audit by ERAM, the project SPV's auditor, and any independent reviewer appointed by the Investor Representative, on the same terms as for non-affiliated suppliers;
6. No preferential terms — payment terms, quality acceptance, change-order rules, warranty obligations and dispute-resolution mechanisms apply to affiliated suppliers on the same basis as to non-affiliated suppliers, with no favourable derogation.

4. Integrity and anti-corruption

Suppliers must comply with all applicable anti-bribery and anti-corruption laws, including the Kosovo Criminal Code, the Kosovo Law on the Prevention of Conflict of Interest, and where their conduct attracts extraterritorial reach, the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act (FCPA).

Suppliers do not, directly or indirectly: offer, promise, give, request, agree to receive or accept any bribe or improper advantage in dealings with public officials, private counterparties, ERAM personnel, or any other person; make facilitation payments; engage in kickback arrangements; or use third-party intermediaries to circumvent these prohibitions.

Suppliers maintain accurate and complete books and records of every transaction with ERAM and its project SPVs and make those records available on reasonable request.

5. Sanctions and AML

Suppliers represent that neither they, nor their beneficial owners, directors, officers or key personnel, are subject to economic or trade sanctions imposed by the United Nations, the European Union, the United States Office of Foreign Assets Control (OFAC), HM Treasury, or the Republic of Kosovo. Suppliers undertake to notify ERAM immediately if their status changes.

Suppliers cooperate with ERAM's anti-money-laundering and counter-terrorist-financing onboarding and ongoing-monitoring procedures, including the provision of beneficial-ownership information, source-of-funds evidence where relevant, and any further documentation reasonably requested.

6. Labour, human rights and modern slavery

Suppliers comply with all applicable labour and employment law in their jurisdiction of operation and apply the following minimum standards regardless of local custom:

• No use of forced, bonded or trafficked labour;
• No use of child labour as defined by ILO Conventions 138 and 182;
• Freedom of association and the right to collective bargaining where permitted by law;
• Wages that meet at least the legal minimum and overtime paid at the statutory rate;
• Working hours within legal limits and reasonable rest periods;
• Non-discrimination on the basis of race, ethnicity, national origin, religion, gender, sexual orientation, age, disability, marital or parental status, political opinion or trade-union membership;
• Zero tolerance for harassment and abuse in the workplace.

7. Health, safety and environment

Suppliers maintain a safe and healthy workplace, comply with all applicable health-and-safety legislation, and provide their workers with appropriate training, equipment and protective gear.

Suppliers manage their environmental impact responsibly, including waste management, energy consumption, water use, hazardous-substance handling and emissions, and comply with all applicable environmental law.

8. Data protection and confidentiality

Suppliers handle ERAM's confidential information — investor data, project documents, financial records, designs and any personal data of ERAM's personnel, customers or investors — in accordance with the Kosovo Law on Personal Data Protection and EU GDPR principles, and the contract under which the supplier is engaged.

Suppliers do not disclose ERAM information to any third party without ERAM's prior written consent and apply appropriate technical and organisational security measures.

9. Quality, delivery and acceptance

Suppliers deliver the agreed scope of work to the agreed specification, on the agreed timeline, at the agreed price. Suppliers communicate proactively about any matter that may affect quality, timeline or cost, and propose remedies before invoking change-order procedures.

Suppliers honour their warranty and after-care obligations in line with the contract terms and the applicable Kosovo civil and consumer law.

10. Reporting concerns

Any supplier representative who suspects or witnesses behaviour by ERAM personnel — or by any other supplier in ERAM's ecosystem — that breaches this Code, the law or applicable ERAM policies, is obliged to report through the Whistleblowing channel. ERAM strictly prohibits retaliation against good-faith reporters.

11. Audit and consequences of breach

ERAM reserves the right, on reasonable notice, to audit any supplier's compliance with this Code, directly or through an independent third party.

Material or repeated breach of this Code is grounds for suspension or termination of the supplier relationship, in addition to any rights and remedies available under the contract and applicable law.

12. Acknowledgement

By accepting a purchase order or executing a supply contract with ERAM Real Estate Sh.P.K. or any project SPV, the supplier acknowledges receipt of this Code and undertakes to comply with it.

Contact

Questions regarding this Code, or to report a concern: [email protected]. Confidential reports may also be made via our Whistleblowing channel.

ERAM Real Estate Sh.P.K. · Business no. (NUI) 812052025 · Registered 13/06/2023 · Rruga Agim Ramadani, Nr. 2, 10000 Prishtina, Kosovo