Supplier Code of Conduct

1. Introduction

i. Purpose

This Supplier Code of Conduct ("Code") outlines the minimum standards that all suppliers, including their subcontractors and agents (collectively referred to as "Suppliers"), must adhere to when conducting business with Solapave. This Code is an integral part of our commitment to responsible sourcing and sustainable business practices.

ii. Scope

This Code applies to all Suppliers providing goods or services to Solapave, its subsidiaries, and affiliates worldwide. It covers all aspects of the Supplier's operations that may impact their ability to provide goods or services in an ethical, sustainable, and responsible manner.

iii. Compliance Expectation

Suppliers must comply with this Code in addition to all applicable laws and regulations in the countries where they operate. Where local laws are less stringent than this Code, Suppliers are expected to adhere to the Code. Where local laws are more stringent, they take precedence.

2. Legal and Ethical Business Practices

i. Compliance with Laws and Regulations

Suppliers must comply with all applicable local, national, and international laws and regulations, including but not limited to those related to labour, environment, health and safety, business ethics, and international trade.

ii. Anti-Corruption and Bribery

Suppliers must:

• Prohibit all forms of corruption, extortion, and embezzlement.

• Never offer, promise, give, or accept bribes or other unlawful incentives.

• Implement adequate procedures to prevent bribery in all business dealings.

• Comply with all applicable anti-corruption laws, including the UK Bribery Act.

iii. Fair Competition

Suppliers must:

• Conduct business in full compliance with antitrust and fair competition laws.

• Not engage in collusive bidding, price fixing, price discrimination, or other unfair trade practices.

• Respect the intellectual property rights of others.

iv. Conflicts of Interest

Suppliers must:

• Avoid any conflicts of interest or situations giving the appearance of a potential conflict of interest.

• Disclose any actual or potential conflicts of interest to Solapave's management.

• Not offer or provide excessive gifts, hospitality, or entertainment to Solapave’s employees.

v. Financial Integrity and Anti-Money Laundering

Suppliers must:

• Maintain accurate and complete financial records.

• Implement robust internal controls to prevent and detect money laundering and terrorist financing.

• Comply with applicable laws regarding money laundering and terrorist financing.

vi. Data Privacy and Information Security

Suppliers must:

• Protect the confidential information of Solapave, its employees, and its customers.

• Comply with all applicable data protection and privacy laws.

• Implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.

vii. Trade Compliance

Suppliers must:

• Comply with all applicable import and export control laws and regulations.

• Provide accurate and truthful information to customs and other authorities.

• Not conduct business with sanctioned countries, entities, or individuals.

3. Human Rights and Labour Standards

i. Prohibition of Child Labour

Suppliers must:

• Not employ individuals under the age of 15 or the local legal minimum age for employment, whichever is higher.

• Comply with ILO Conventions No. 138 on Minimum Age and No. 182 on Worst Forms of Child Labour.

• Maintain documentation to verify the age of all employees.

ii. Prohibition of Forced Labour and Human Trafficking

Suppliers must:

• Prohibit all forms of forced, bonded, indentured, or compulsory prison labour.

• Ensure that all work is voluntary, and workers are free to leave upon reasonable notice.

• Not engage in or support human trafficking.

• Not withhold workers' original government-issued identification, passports, or work permits.

iii. Non-Discrimination and Equal Opportunity

Suppliers must:

• Prohibit discrimination in hiring, compensation, access to training, promotion, termination, or retirement based on race, colour, age, gender, sexual orientation, gender identity, ethnicity, disability, pregnancy, religion, political affiliation, union membership, or marital status.

• Promote equal opportunity and treatment in employment.

• Implement policies and practices to prevent harassment, abuse, and victimisation in the workplace.

iv. Fair Wages and Benefits

Suppliers must:

• Pay at least the minimum wage required by local law or the prevailing industry wage, whichever is higher.

• Provide all legally mandated benefits.

• Pay overtime at a premium rate as defined by national law or applicable collective agreements.

• Provide clear, written information to workers about their employment conditions, including wages, before they enter employment.

v. Working Hours

Suppliers must:

• Comply with applicable laws, regulations, and industry standards on working hours, breaks, and public holidays.

• Ensure that overtime is voluntary, not excessive, and compensated at a premium rate.

• Provide workers with at least one day off in every seven-day period, except in extraordinary business circumstances.

vi. Freedom of Association and Collective Bargaining

Suppliers must:

• Respect employees' rights to form and join trade unions of their choice and to bargain collectively.

• Where the right to freedom of association and collective bargaining is restricted under law, allow workers to freely elect their own representatives.

• Not discriminate against worker representatives or trade union members.

vii. Health and Safety

Suppliers must:

• Provide a safe and healthy workplace in compliance with all applicable laws and regulations.

• Implement systems to detect, assess, mitigate, and respond to potential risks to the health and safety of workers.

• Provide appropriate personal protective equipment at no cost to employees.

• Ensure access to clean toilet facilities, potable water, and sanitary food preparation and storage facilities.

• Provide regular health and safety training to all employees

4. Environmental Stewardship

i. Environmental Management System

Suppliers must:

• Implement an environmental management system (preferably ISO 14001 certified or equivalent).

• Continuously monitor and improve environmental performance.

• Appoint a senior management representative responsible for environmental matters.

ii. Energy Consumption and Greenhouse Gas Emissions

Suppliers must:

• Track, document, and work to minimise greenhouse gas emissions and energy consumption.

• Set science-based targets for emissions reduction.

• Implement energy efficiency measures and increase the use of renewable energy.

iii. Water Management

Suppliers must:

• Implement water conservation and recycling programs.

• Monitor, control, and treat wastewater prior to discharge.

• Strive to reduce water consumption, particularly in water-stressed areas

iv. Waste Management

Suppliers must:

• Implement a systematic approach to identify, manage, reduce, and responsibly dispose of or recycle waste.

• Handle, store, transport, and dispose of hazardous waste in an environmentally responsible manner.

v. Air Emissions

Suppliers must:

• Monitor, control, and treat air emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone-depleting substances, and combustion by-products.

• Conduct routine monitoring of air emissions performance.

vi. Chemical and Hazardous Materials Management

Suppliers must:

• Identify and manage chemicals and other materials posing a hazard if released to the environment.

• Ensure safe handling, movement, storage, use, recycling or reuse, and disposal of such materials.

vii. Biodiversity and Deforestation

Suppliers must:

• Implement policies and practices to minimize impact on biodiversity.

• Ensure that materials are not sourced from protected areas or in ways that contribute to deforestation.

• Support conservation efforts in areas affected by their operations.

5. Product Safety and Quality

i. Product Safety

Suppliers must:

• Ensure that all products and services meet the safety standards required by applicable law.

• Implement quality assurance processes to identify defects and implement corrective actions.

• Provide material safety data sheets containing all necessary safety-relevant information for all hazardous substances.

ii. Quality Management System

Suppliers must:

• Implement a quality management system (preferably ISO 9001 certified or equivalent).

• Establish processes to consistently meet Solapave's quality requirements and specifications.

iii. Counterfeit Parts

Suppliers must:

• Develop, implement, and maintain effective methods and processes to minimize the risk of introducing counterfeit parts and materials into deliverable products.

• Notify Solapave immediately if counterfeit parts or materials are discovered in deliverable products.

6. Responsible Sourcing of Materials

i. Conflict Minerals

Suppliers must:

• Exercise due diligence on the source and chain of custody of tantalum, tin, tungsten, and gold (3TG) in their products.

• Develop policies and systems to ensure that 3TG are sourced from conflict-free smelters validated by third-party audit programs.

• Make their due diligence measures available to Solapave upon request.

ii. Other Critical Raw Materials

Suppliers must:

• Implement due diligence measures for other critical raw materials as identified by Solapave or regulatory bodies.

• Work towards full traceability of high-risk raw materials in their supply chain.

7. Management Systems and Implementation

i. Management Accountability and Responsibility

Suppliers must:

• Designate senior executives responsible for ensuring implementation and periodic review of their management systems.

• Clearly identify company representatives responsible for implementing this Code.

ii. Risk Assessment and Management

Suppliers must:

• Implement a process to identify environmental, health and safety, labour practice, ethics, and legal compliance risks associated with their operations.

• Determine the relative significance of each risk and implement appropriate controls to mitigate identified risks.

iii. Training and Communication

Suppliers must:

• Implement effective training programs for managers and workers to implement this Code and comply with applicable legal requirements.

• Maintain a process for communicating clear and accurate information about their performance, practices, policies, and expectations to their workers, suppliers, and customers.

iv. Worker Feedback, Participation, and Grievance

Suppliers must:

• Maintain ongoing processes, including an effective grievance mechanism, to assess workers' understanding of and obtain feedback on violations of this Code and workplace practices.

• Provide a non-retaliatory environment where workers can raise concerns without fear of retaliation.

v. Documentation and Records

Suppliers must:

• Maintain documentation and records to ensure regulatory compliance and conformity to this Code.

• Protect confidentiality to protect privacy as appropriate.

vi. Supplier Responsibility

Suppliers must:

• Have a process to communicate the requirements of this Code to their own suppliers and to monitor their compliance to it.

8. Compliance Monitoring and Continuous Improvement

i. Audits and Assessments

Suppliers must:

• Allow Solapave and/or its representatives to evaluate their facilities and operations, and those of their subcontractors, for adherence to this Code.

• Provide Solapave with relevant documents and information and allow interviews with workers and management.

• Allow announced and unannounced audits of their facilities and those of their subcontractors.

ii. Corrective Action Process

Suppliers must:

• Have a process for timely correction of deficiencies identified by internal or external assessments, inspections, investigations, and reviews.

• Provide timely reporting of the correction status to Solapave.

iii. Continuous Improvement

Suppliers must:

• Continuously improve their performance against this Code through goal setting, implementation plans, and taking necessary corrective actions for deficiencies identified by internal or external assessments.

9. Reporting Violations

Suppliers, their employees, or contractors may report violations of this Code or questionable behaviour to Solapave's confidential reporting system:

Email: ethics@solapave-global.com

Solapave prohibits retaliation of any kind against individuals who make good faith reports of potential violations of this Code.

10. Consequences of Violation

Failure to comply with this Code may result in:

• Immediate termination of the supplier relationship

• Legal action

• Referral to appropriate authorities

Solapave reserves the right to terminate any agreement or business relationship in which a supplier does not comply with this Code.