Supplier
Code of Conduct

BACKGROUND

1.1 o9 Solutions, Inc. (“o9”) is committed to being a responsible company that conducts its business in a way that its employees can be proud of, ensuring financial strength and transparency for its shareholders, putting its customers first and delivering long-term value to its environment and society.

1.2 o9’s approach to corporate responsibility is detailed in its corporate responsibility strategy and o9 expects its suppliers (each, a “Supplier” and together, the “Suppliers”) to uphold the principles of o9’s strategy by providing safe working conditions, treating workers with dignity and respect, acting fairly and ethically and using environmentally responsible practices where practicable.

1.3 o9 requires all of its Suppliers to operate in accordance with this Supplier Code of Conduct and in full compliance with all laws, rules and regulations within the geographies in which they operate. This Supplier Code of Conduct goes beyond mere compliance with the law by drawing upon internationally recognized standards, such as the International Labour Organization (“ILO”) and the Universal Declaration of Human Rights (“UDHR”) to advance social and environmental responsibility. Furthermore, this Supplier Code of Conduct sets out the required Supplier conduct regarding human rights, environmental protection and business ethics.

2. COMPLIANCE

2.1 The Supplier shall comply with the obligations as detailed in this Supplier Code of Conduct, and o9 reserves the right to assess the Supplier’s compliance with this Supplier Code of Conduct at any time.

2.2 The Supplier must notify o9 of any breach of this Supplier Code of Conduct, and o9 shall be entitled to terminate any agreement in place with the Supplier in the event of any noncompliance.

3. HUMAN RIGHTS

3.1 o9’s human rights policy defines human rights as basic rights that allow individuals the freedom to lead a dignified life, free from fear or want, and free to express independent beliefs. o9 endeavors to, and the Supplier shall, ensure its direct operations and interactions with business partners or suppliers do not make o9 complicit in human rights violations in accordance with the following codes:  the principles of human rights set out in the UDHR, the ILO core conventions on labor rights and the principles of the United Nations Global Compact.

3.2 The Supplier shall provide evidence (e.g., in the form of its own human rights policy or slavery and human trafficking statement) of how the principles of human rights are upheld by the Supplier, its subcontractors and its supply chain.

4. ANTI-DISCRIMINATION

The Supplier shall not discriminate against any worker based on age, disability, ethnicity, gender, marital status, national origin, political affiliation, race, religion, sexual orientation, gender identity, union membership, or any other status protected by applicable national or local law, in hiring and other employment practices.

5. ANTI-HARASSMENT AND ABUSE

The Supplier shall commit to a workplace free of harassment and abuse. The Supplier shall not threaten workers with, or subject them to, harsh or inhumane treatment, including but not limited to verbal abuse and harassment, psychological harassment, mental and physical coercion, and sexual harassment.

6. ENVIRONMENT

6.1 o9 recognizes that its activities have an impact on the environment in terms of the energy used, waste generated and business travel conducted. o9 is committed to reducing its negative impact on the environment by measuring, managing and monitoring its environmental performance. o9’s environmental policy sets out its approach and o9 encourages its Suppliers to develop and implement environmental standards and procedures in line with o9’s policy.

6.2 The Supplier shall (i) provide evidence of how it monitors, measures and manages significant environmental impacts, (ii) set targets to reduce negative impacts on the environment and (iii) report progress against these targets at least annually. Impacts should include energy consumption, waste generation and disposal, water use, business travel and resource consumption.

6.3 The Supplier shall provide an audit trail, and relevant certification, to demonstrate that the services provided to o9 and any products related to such services are disposed of in an environmentally friendly manner and in accordance with relevant law, rules and regulations.

6.4 The Supplier shall progressively develop the supply of services and products to o9 to incorporate the highest possible environmental standards, improving the environmental and social impact of o9’s purchases across their lifecycle.

7. BUSINESS ETHICS

7.1 o9 expects the highest standards of ethical conduct in all its endeavors. The Supplier shall always be ethical in every aspect of its business, including relationships, practices, sourcing and operations.

7.2 The Supplier shall exercise due diligence on relevant materials in its supply chain. The Supplier shall develop particular due diligence policies and management systems in order to identify applicable risks and take appropriate steps to mitigate them. Due diligence shall be conducted to the material processing level in order to determine whether relevant materials originate from regions with high risks, which include areas associated with conflict, worst forms of child labor, forced labor and human trafficking, gross human rights violations such as widespread sexual violence, or other reasonably objective high risk activities, including severe health and safety risks and negative environmental impacts.

7.3 The Supplier shall not engage in corruption, extortion, embezzlement, or bribery to obtain an unfair or improper advantage. The Supplier shall abide by all applicable anti-corruption laws and regulations of the countries in which it operates, including the Foreign Corrupt Practices Act (“FCPA”) and applicable international anti-corruption conventions. The Supplier shall have a policy relating to business with o9 that prohibits the giving and acceptance of gifts. Gifts include items, such as cash or cash equivalents, including entertainment, gift cards, product discounts, and nonbusiness activities. The Supplier shall have a process to investigate and report any violations to the policy.

7.4 The Supplier shall, at least annually, provide evidence on how it (i) ensures compliance with applicable laws, rules and regulations, anti-corruption policies and human rights as detailed in any Supplier agreement in place with o9, and (ii) does not engage in corruption, extortion, embezzlement, or bribery to obtain an unfair or improper advantage.