Code Of Ethics

June 2022

Foreword

Dear Colleagues,

Solmax is a company with deep-rooted values. We do all we can to foster a workplace that emphasizes authenticity, commitment, a passion to satisfy our client’s needs and, above all, respect.

Given Solmax’s position in the markets, we are, more than ever, under scrutiny. We must therefore have common methods for handling delicate issues in order to live up to our shareholders’ business ideology. I cannot stress this point enough.

Each day, your actions and words shape Solmax’s reputation and have implications for our shared future. The smallest gesture can affect Solmax’s image. Our daily actions have an influence on opinion. Every behavior - the way we welcome people, lead work sessions, explain what we do or how we sell our products - influences people’s trust and respect for Solmax.

Our Code of Ethics is designed to help us abide by the laws and regulations in effect and guide the actions stemming from operational decisions that require us to show judgement. Ethics does not simply involve our conduct with our clients and suppliers. It is also how we approach our work and use the resources our shareholders have provided. All Board members, officers, managers and employees of our company are expected to read this document and use it as a guide in carrying out our professional activities.

In the event that you have any questions or concerns about anything covered by our Code of Ethics, please do not hesitate to contact your HR representative who will be able to help you.

Jean-Louis Vangeluwe

President and CEO

Introduction

The Solmax Code of Ethics (the “Code”) sets out the basic rules we must comply with to build and maintain our reputation as a conscientious company that cares about its social position in the community. It is also designed to alert us to problems we may face. The Code applies to all Solmax employees, subsidiaries and facilities.

Although Solmax is made up of several legal entities, the law treats our organization as an ordinary person. Solmax’s response to different challenges must be the same as our own response when faced with similar situations in our private lives. One wrongful act can undermine all employees’ efforts to build a company we can be proud of.

While senior management is responsible for the quality of Solmax’s professional ethics, it is incumbent on all of us to know and comply with our Code. Indeed, all Solmax employees must always act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing independent judgment to be subordinated.

Our Code cannot cover all the significant legal requirements of each country in which the Company does business. Therefore, you should obtain guidance from local HR representative before taking action that may have a legal impact upon the Company and upon you.

Ethical Standards

Solmax strives to act ethically at all times. To meet this goal, everyone who works for Solmax must achieve a high degree of ethical conduct. If you would like to know whether what you are doing is ethical, simply ask the following questions: “If the general public knew about what I was doing in my work, would I be embarrassed? Would it embarrass Solmax, my colleagues or family members?”

Ethics go beyond what is required under the law. They can involve tough decisions which sometimes require you to consult your superior first. We encourage you to ask for advice and listen to another perspective before choosing a course of action.

Ethics affect everything we do. The ethical issues that are especially important to Solmax are described herein.

Administration

1. Compliance with the Code

All Solmax employees are required to abide by the policies and standards described herein. Employees must respect both the letter and spirit of the Code, and act in a manner that will allow their professional conduct to stand up to a rigorous review, if circumstances so require.

The Code, policies and guidelines do not deal with every aspect of our operations specifically; in some situations, it may be difficult to determine the proper course of action. If in doubt, it is best to consult Solmax’s Human Resources Department, which will then advise you.

Violating any provision of the Code, policies or guidelines may lead to disciplinary measures, including dismissal.

2. Application

The provisions of the Code, and associated policies and guidelines apply to all Solmax employees, administrators, contractors, vendors, service providers, partners and third parties. Each Solmax subsidiary is responsible for implementing and applying the principles/standards set out herein with employees.

3. Code Availability

Each employee will receive a copy of the Code when hired. Copies of the Code will also be available for consultation at all times on Sharepoint on the Human Resources Teamsite.

4. Updates and Amendments

The Human Resources department and Governance Committee will periodically review and assess the provisions of the Code, subject to the approval of Solmax’s Board of Directors, to ensure their continued relevance. The Human Resources department will inform employees of the changes made and have a new version of the Code of Ethics is available for consultation.

5. Employee Acknowledgment

Each employee shall indicate that he or she has read and understood this Code and the obligations arising from it by signing the acknowledgment of receipt and returning a copy to the Human Resources Department.

6. Whistleblowing

Since compliance with this Code is essential to preserve Solmax’s reputation and we wish to ensure that all employees comply with the Code, employees are invited to inform the Chief Human Resources Officer or their local HR representative if:

They learn that another Solmax employee has committed an offence against this Code;
They have been asked to do something that violates the Code;
The Company itself is not following the Code.

No reprisals will be taken against any employee who, acting in good faith, reports questions of non-compliance or violation of this Code of Ethics. We will address any matters in the spirit of openness and trust and in a manner that is fair.

Confidentiality will be maintained as much as possible, however, any complain or concern will be promptly investigated and appropriate corrective or disciplinary action will be taken.

The Company provides a confidential and anonymous reporting system. All employees with questions, concerns or complaints regarding business ethics matters may report them (on a confidential or anonymous basis if desired) on the website www.ethicspoint.com, 24/365 or by phone (see phone numbers for each country below). This third-party administrator monitors and intakes reports.

Internet: www.ethicspoint.com

Confidential disclosure line per country

Germany

0800 1806594

Austria

0800 017898

Canada

1-844-917-0514

China

• Southern

• Northern

10-800-712-1239

Egypt (at the prompt dial 866-384-4277) • Cellular

• Cairo

02-2510-0200

2510-0200

United States

1-866-384-4277

France

0 800 99 23 83

Malaysia

1-800-81-6117

Netherlands

0800 0228869

Thailand

001-800-12-0665204

Code of Ethics

The policies that Solmax adopts on specific issues dealt with in the Code are set out in the last section of the document.

1. Compliance with Legislation

Solmax’s operations are subject to highly complex and evolving laws and regulations; employees must comply with the spirit of the legislation governing its activities wherever Solmax does business. In the event of a conflict between traditional practices and the law, the law takes precedence. Every employee must make sure to maintain a reasonable knowledge of the legislation that applies to his duties within Solmax. Ignorance of the law and/or regulations does not exempt Solmax or its employees from their obligation to obey the law.

Many of the countries Solmax operates in have laws to promote competition and protect consumer rights. Solmax cares about operating in a competitive environment and this must be done in strict compliance with all laws and regulations (domestic or foreign) applicable to our activities. Solmax and its employees must abstain from anything that can be deemed an unfair business practice. These include activities that unduly lessen competition, such as price fixing, false or misleading advertising, or confusing information.

Any employee’s breach of antitrust legislation may do substantial harm to Solmax, causing legal proceedings to be instituted against the employee and/or Solmax.

Solmax’s operations must be conducted in compliance with the law, as well as Solmax’s Antitrust Policy, which we refer you to.

2. Government Relations

Solmax undertakes to respect the government’s authority wherever it has operations. Solmax will maintain honest relations with governments and their agencies, civil servants and employees.

Employees who provide information to governments on behalf of Solmax must ensure that such information is accurate and complete. Errors and omissions can be deemed infractions of the country’s legislation and compromise Solmax’s credibility.

3. Confidentiality and Loyalty

Confidential, exclusive information on Solmax’s operations is a very important asset for the company and must be handled accordingly. Employees must protect Solmax’s trade secrets and confidential, commercial and other information pursuant to the legislation in force. The confidentiality obligation survives the individual’s employment with Solmax.

“Confidential information” includes, inter alia, any information that Solmax deems to be and treats as secret and confidential, therefore, all non-public information that might be useful to competitors, or harmful to the Company or its customers, if disclosed. Thus, documents and data on strategic, commercial, production, financial and scientific information and employee records (non-exhaustive list) are considered as “confidential information”.

For any person to use such information for personal benefit or to disclose it to others outside the Company is strictly prohibited and will be subject to disciplinary action, up to, and including termination. Employees who leave Solmax must return all objects, documents and data belonging to Solmax: computer hardware or software, databases, cellular phones, credit cards, books, manuals, etc. Information disclosed on the Web site must receive careful review and all authorizations must be obtained before updating the site.

Consequently, all Solmax employees must read and sign the confidentiality agreement and intellectual Property rights. Confidentiality clauses must appear in contracts with consultants, sub-contractors and other Solmax service providers that have access to such data.

Only Solmax’s CEO or any other person designated by him is authorized to disclose information that is deemed confidential.

Employees must also act loyally and carry out their work in a careful and diligent manner. The obligation of loyalty means, inter alia, that the employee must put Solmax’s interests ahead of his own and not put himself in a conflict of interest situation. The obligation of loyalty and confidentiality also survives the employee’s termination of employment with Solmax.

4.Information on Competitors

Solmax sometimes gathers information on the markets in which it operates, including information on competitors and their products and services. Solmax undertakes to gather such information with integrity and probity; employees must refrain from using irregular and/or illegal methods to collect the competition’s confidential or e xclusive information or trade.

To avoid any appearance of misconduct in gathering information on competitors, employees must refrain from:

Misrepresenting themselves in attempting to gather such information;
Attempting to acquire competitors’ trade secrets or other exclusive or confidential commercial information by illicit or unethical means such as theft, spying, burglary, wiretapping, deceptive relationships with a competitor’s suppliers, seeking information from a competitor’s current or former information, or breach of a competitor’s confidentiality agreement by a competitor’s client or other party.

5. Company Resources

Employees must not use Solmax’s funds, assets, equipment or other resources for their personal benefit. Employees are responsible for the Solmax resources under their control, including information, and for updating information on the use of said resources.

In general, fraud involves some kind of sharp practice, theft, deceit, act of omission or false pretense, breach of trust and culpable intent for the purpose of material gain. A fraudulent act may have substantial consequences for Solmax and individuals.

Employees must always use Solmax’s resources efficiently and within reason. Expenses must be reported accurately and in a timely manner. Employees must take appropriate precautions to prevent the theft, deterioration or misuse of Solmax resources.

6. Human Rights

Because it is an international company, Solmax fully adheres to the spirit and principles set out in the Universal Declaration of Human Rights (UN) and will ensure it complies with its legal provisions wherever it does business. More specifically, Solmax shall ensure that fundamental human rights are respected, with regard to dignity and respect, the worth of the human person, equal rights of men and women; Solmax is determined to promote social progress and better standards of life in larger freedom.

Solmax represses all acts that do not comply with these principles and, more importantly, any exploitation of children whatsoever.

7. Public Relations

Solmax encourages employees’ participation in their community’s civic and collective life. An employee who engages in such activities does so in his own name, not on behalf of Solmax.

As a general rule, it is important not to put ourselves in a conflict of interest or potential conflict of interest situation so as to never lose our impartiality or impair our judgement. The principle of integrity must always take precedence in all of our community and/or business dealings. Here, it is important to consult Solmax’s Conflict of Interest Policy.

Donations, contributions and sponsorships must comply with the Community Investment Policy. For more details and information, please contact your HR representative

Employees should send interview and public relations requests to the Corporate Marketing team: hello@solmax.com

8. Books and Records

Solmax establishes and applies rigorous standards for the accuracy and completeness of its records. The records are the basis for managing Solmax’s affairs, evaluating and performing Solmax’s obligations to shareholders, employees, suppliers and other parties, and ensuring compliance with fiscal and financial requirements (domestic and foreign). Solmax’s records are subject to external audit.

Solmax’s primary objective for record-keeping is to provide a transparent and factual representation of financial information. No posting shall be updated in Solmax’s accounts in a manner that misrepresents or obscures the true nature of any transaction.

In setting up and updating its records, Solmax employees must:

Enter information with accuracy and integrity; Comply with generally recognized accounting standards and practices;
Ensure that all postings are entered expeditiously and accurately, and that they are properly documented;
Sign only those documents that are deemed to be accurate and true;
Research, institute and maintain adequate internal controls to ensure that record-keeping objectives are met; Show vigilance in the prevention of fraud and dishonesty, and immediately notify the Chief Human Resources Officer or the Whistleblowing third party, of any embezzlement so as to have an inquiry launched;
Organize and store the organization’s information so as to ensure its survival.

9. Information Technology and the Internet

The security of information technology systems is critical to Solmax’s success and competitiveness. Access to IT resources is limited; those who have access to it must keep their passwords secret and limit use of IT systems to authorized business purposes. Use of the Internet is restricted to business purposes. In this regard, refer to the Acceptable Use Policy

10. Environmental Protection

Solmax has undertaken to carry out its commercial activities in a way that protects the environment, conserves resources and provides for sustainable development. It consistently strives to improve its environmental performance, pursuant to applicable legislation and its Environment Policy.

11. Political Contributions

In some countries, it is unlawful for political contributions to be made by corporations, whether by direct or indirect use of corporate funds. In those countries, such contributions by employees must not be made, or even appear to be made, with Solmax’s funds, or reimbursed from Solmax’s funds. In addition, the selection of a candidate or of a party should not be, or seem to be, coerced or influenced by the Company.

It is Solmax’s policy that no payment, directly or indirectly, be made that might be interpreted or construed as being made:

To or for the benefit of any candidate for political office or any political party in any country;
To reimburse, in money, goods, services or time, any employee for his activities, time or expenses in nomination, election or appointment of a public official, domestic or foreign;
As a donation or loan or make available any property of any kind to any political party, committee or candidate, or loan any company personnel to any political entity or to any other entity for use in any political activity;
For the service or operating expenses of any political party or committee thereof, such as for advertising, stationery, utilities, transportation, etc.; or
As loans, donations or other disbursements, directly or indirectly, to Solmax officers or employees or others for the use or benefit of any political party, candidate or committee.

12. Government Contracts

In business transactions directly or indirectly involving the sale of products or services to any government entity, and whether or not financed with appropriated funds, all officers and employees of Solmax involved will fully and strictly comply with all applicable laws, regulations and contract provisions.

13. Occupational Health and Safety

Occupational health and safety is a key priority for Solmax. As such, it strives to provide its employees and any other employees of outside firms working in our installations with safe working conditions, equipment and environment, and encourages and empowers employees to participate in preventing and eliminating workplace accidents and occupational diseases.

Workplace health and safety, product quality and efficient production cannot be dissociated. Solmax believes that management and employees must work closely together in implementing this policy, which contributes to employees’ health and safety and to the organization’s success.

Solmax is committed to:

Making employee health and safety a priority that is included in every aspect of management;
Establishing, communicating and, with the participation of employees, ensuring compliance with safe work rules and methods that are appropriate to the workplace;
Promoting and increasing employees’ knowledge, participation and accountability;
Measuring its health and safety performance against established standards and communicating the outcome to employees;
Carrying out regular health and safety audits to confirm that its management practices abide by this policy’s objectives, legislation, and the principles of sound management;
Maintaining a health and safety committee in each of its plants.

Each Solmax subsidiary is responsible for the implementation of this policy pursuant to local legislation.

14. Firearms and Weapons

Solmax wants to maintain a safe and secure workplace. In that regards, Solmax prohibits its employees from carrying firearms or other weapons on company premises, parking lots, and while conducting company business. In this regard, comply with applicable legislation where Solmax operates.

15. Recourse to Third Parties and Agents

In some countries, commercial and other practices require the use of agents and third parties to represent Solmax’s interests. Such parties must be carefully selected, as inappropriate conduct may harm Solmax’s reputation and expose Solmax and some employees to legal or other sanctions.

As a result, the process for appointing a representative must include the following steps:

The representative’s reputation and qualifications must undergo an in-depth check;
Solmax’s policy on financial incentives must be explained to the agent or third party, and accepted by the latter;
The suggested honoraria must be reasonable for the services rendered and must not be an incentive for inappropriate conduct. Judgement is essential, especially in places whose business practices are very different from ours. Transactions must always be backed by the appropriate commercial documents;
Proper oversight of performance according to accepted criteria must be instituted, so that the representative’s Code of ethics and trade performance always match Solmax’s expectations;
Termination procedures must be drafted that enable the contract to be terminated rapidly in the event of inappropriate or inefficient performance;
The CEO’s approval must be obtained prior to finalizing the contract with the agent or third party.

16. Money Laundering

Prevention Many countries have adopted legislation that make it illegal to accept or process the proceeds of crime. Solmax is committed to complying fully with all applicable anti-money laundering laws throughout the world. Because it values its integrity and reputation, Solmax is also committed to doing business only with business organizations that are involved in legitimate business activities, with funds derived from legitimate sources, it takes steps to ensure that it only takes and makes acceptable forms of payment that are not a means to launder money.

Anti-Money Laundering Guidelines

Follow Solmax’s due diligence procedures regarding customers, agents, brokers, consultants and other individuals and firms representing Solmax, as well as suppliers and business partners;
Follow Solmax’s cash management policies and procedures, including as to acceptable forms of payment;
Watch out for “red flags” involving any customer, agent, broker, consultant or other individual or firm representing Solmax, or any supplier or business partner, such as: allegations of illegal or improper business practices in the marketplace reluctance to provide complete information, especially as to its identification or as to its owners, partners or principals provision of false, inconsistent or suspicious information requests to make or accept payments in cash payments originating from, or requested to be directed to, a tax heaven, a country unrelated to the transaction, multiple accounts, or offshore or shell banks requests to make payments to, or accept payments from, third parties unusual orders, purchases, services or payment terms business arrangements with no obvious commercial purpose or inconsistent with industry practice suggestion to structure a transaction in an unusually complex manner suggestion to avoid record-keeping or reporting obligations;
If in doubt on whether any customer, any agent, broker, consultant or other individual or firm representing Solmax, or any supplier or business partner may be involved in money laundering activities, consult the Legal Department;
Do not proceed with any transaction raising a potential money laundering concern until the situation has been resolved.

Antitrust Policy

Competition creates innovation and delivers value to our customers. Antitrust (or competition) laws have been passed to ensure that the goods available to consumers are dictated by the play of the free market’s dynamic forces. Solmax manufactures the best geosynthetics and our products are sold based upon their inherent superiority and competitive pricing. We will not engage in anticompetitive practices.

Competition laws prohibit absolutely certain agreements and understandings among competitors, including, but not limited to:

Fixing, maintaining, increasing or controlling prices;
Allocating sales, territories, customers or markets;
Fixing, maintaining, controlling, preventing, lessening or eliminating output;
Fixing, maintaining, decreasing or controlling wages or other terms and conditions of employment;
Refraining from soliciting or hiring each other’s employees;
and, Bid-rigging.

These activities are strictly prohibited even if there is no negative impact on competition, even if the competitors believe that prices will be lower or markets will be more competitive and even if there is no market impact.

Competition laws can also impact dealings with customers. A company that is dominant in a relevant market cannot abuse its market power. This means that a dominant company cannot use its market power to improperly discriminate against customers or force them to buy products that they do not need or want. Contravening these laws has significant legal, financial and reputational consequences (including, multi-million dollar fines and/or imprisonment).

Trade associations present special risks because they establish a forum where competitors can meet. Joining and participating in any trade association must be carefully considered to ensure that its benefits substantially outweigh the potential for problems under antitrust legislation. Trade association activities must also be periodically scrutinized by the CEO, to ensure that antitrust legislation is being followed. Note that a trade association is not above the law. Any activity that infringes on antitrust legislation will be treated as such, even if it is performed through a trade association. If you participate in trade association meetings, watch out for potential situations that could be viewed as an infringement of antitrust legislation and avoid such situations at all times. As soon as you feel uneasy, excuse yourself, have your departure noted in the minutes, and immediately report your concerns to the Chief Human Resources Officer or the local HR Representative.

It is Solmax’s policy to treat both customers and competitors fairly and to comply with applicable laws at all times. To this end, all Solmax employees, officers and directors must:

1. Compete vigorously and independently at all times and in every ethical way. Avoid not only any kind of agreement, understanding, or arrangement, whether formal or informal, but the appearance of the same with representatives of competitors.

2. Act at all times in a manner that will indicate to everyone that you are competing vigorously

3. Treat all customers honestly and equitably and in a manner that respects their independence.

4. Avoid any activity which could be characterized as unfair or deceptive; and always adhere to the principles of honesty, frankness, and forthrightness in the sale of the company’s products.

5. DON’T

a. Disclose competitively-sensitive information (including, price and/or terms) to competitors.

b. Allocate sales, territories, customers or markets with competitors.

c. Agree upon or attempt to improperly control a customer’s resale price or resale activity; avoid any discussion of customer selection or dealings with any other customer

d. Offer a customer prices or terms more favorable than those offered competing customers; offer to all competing customers on a proportionally equal basis any services, assistance, discounts, or refunds offered or made to any one customer.

e. Require a customer to buy a product only from you.

f. Use one product as bait to sell another

g. Make sales or purchases conditional on reciprocal purchases or sales

6. DO

a. Exercise care when collecting and sharing competitively sensitive information within the association. Use a third party to collect the information and disseminate only aggregate information that cannot be attributed to any competitor.

b. Obtain a copy of the agenda prior to participating in a trade association meeting.

c. Keep minutes of meetings which clearly indicate the participants and the matters discussed and which follow the agenda of the meetings.

d. Confine discussions to the immediate subjects for which the meeting was convened.

e. Seek legal advice if a particular situation gives rise to antitrust law concerns or questions – even silence can be construed as approval.

f. Seek legal advice before discussing potentially sensitive competition issues.

A breach of the Antitrust Policy, whether civil or criminal, may result in serious legal consequences for our company. Indeed, it may:

Expose the company to heavy criminal fines, administrative monetary penalties, restitution, prohibition orders and recovery of damages for civil parties.
Expose the employees convicted of offences to fines and terms of imprisonment, or administrative monetary penalties

Solmax and its employees absolutely must show diligence in the observance of the antitrust laws.

Conflict of Interest Policy

Personal commitment and fairness are among Solmax’s key values. These values assume that each employee acts in Solmax’s best interests and refrains from any conduct or activity that is or could be prejudicial to Solmax well-being, or could be perceived as such.

A conflict of interest can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when an employee’s personal activity or financial affairs are or appear to be incompatible with the employee’s responsibility to act in Solmax’s best interest and/or when the employee puts himself in a situation in which he becomes liable to someone for a service. Decisions made by employees in carrying out their duties must not be influenced by personal interests that are or appear to be incompatible with Solmax’s interests. It is therefore important to never put ourselves in a conflict of interest or potential conflict of interest situation so that we never lose our impartiality or impair our judgement. The principle of integrity must always take precedence in all our business dealings.

A conflict of interest can occur every time we deal with someone:

Supplier of a product or service / buyer;
Client / representative;
Director / officer;
Employee / employee;

Here are just a few examples of conflict of interest situations:

Borrowing money from a supplier, client or competitor;
Receiving / giving a gift of such value that the recipient cannot reciprocate;
Making deals with a supplier, client or competitor outside of the normal course of business;
Supplying goods and services to Solmax, or to supplier and client of Solmax, through a company controlled by the employee or by a member of his immediate family;
Having, by the employee or member of his immediate family, a significant direct or indirect financial interest in, or obligation to, an actual or potential competitor, supplier or customer of Solmax, or any company in which Solmax has an equity interest;
Spending excessive time during work hours on activities that are not directly related to one’s duties or required to carry out one’s duties;

1. Board Member

Solmax acknowledges that an employee may be asked to serve as a Board Member for a company trade, professional or specialized association.

Solmax agrees in the principle that an employee may be appointed to the Board of an organization as long as such appointment creates no conflict and does not affect Solmax’s interests, and that such activities do not unduly encroach on the time an employee must spend on his work for Solmax. Before accepting such a mandate, the employee must obtain the approval of the Chief Executive Officer (CEO).

2. Travel, Entertainment and Gifts

During travel and entertainment events, employees must apply Solmax’s ethics guidelines. Security standards must be respected at all times. Further guidelines apply to travel and entertainment in the Travel Policy.

Any personal travel that is associated with a business trip must be approved before making the reservations. Accompaniment by spouses at Solmax’s expense is only authorized under certain circumstances and must first be approved by the CEO.

Employees may have to entertain clients and business partners, etc. Valid entertainment expenses include restaurant and entertainment expenses that are reasonable under the circumstances in which a business discussion occurs immediately before, during or immediately after the event. This activity is dependent on the existence of a business relationship in which Solmax must benefit.

Employees must be highly prudent with respect to business gifts, whether giving or receiving them. This applies to direct payments and payments in kind, including the provision of goods and services, personal favors and leisure activities (meals, travel, etc.). The rule of reciprocity applies, i.e., the recipient must be able to match the value of the gift and be able to reciprocate. Moreover, company policy is to give the gifts received to all employees. Employees who receive gifts from suppliers or clients must give them to the company, which will hold a draw among all employees. This includes, inter alia, tickets to sporting events and shows. However, this excludes any joint business activity, i.e., in which clients / suppliers participate with the Solmax employee.

Gifts of moderate value may be accepted or given if this practice is legal and consistent with local business practice (i.e. when an exchange of gifts is customary and the gifts are suitable to the occasion). However, employees must not offer or accept any gifts whatsoever under circumstances which could reasonably be construed as being likely to unduly influence the recipient or create a business obligation toward him.

Employees must show particular care with respect to offers of any value whatsoever, including receptions, recreational activities and gifts where these offers can have a direct or indirect influence on the outcome of a decision.

It is important not to put yourself in a conflict of interest or potential conflict of interest situation so as to never lose your impartiality or impair your judgement. The principle of integrity must always take precedence in all our business dealings.

3. Facilitation Payments and Pecuniary Incentives

Solmax condemns payments in kind (gifts, favors, etc.) that are intended to influence people so that they grant contracts to Solmax or render a decision in Solmax’s favor.

Regardless of the circumstances, Solmax never approves a payment in kind or irregular payment that is designed to win a contract or influence a decision in Solmax’s favor. Bribes, clandestine commissions and similar payments are strictly prohibited. They may also expose Solmax and the employees involved to legal proceedings and serious penalties depending on the law of other countries and of the country involved.

It is illegal to corrupt civil servants. New agreements and legislation have been instituted in the context of an international effort to eliminate corruption in international trade and guarantee fair and open competition. This legislation allows each country to proceed against its own citizens and companies for corrupting civil servants abroad.

We consider a facilitation payments any payments made to secure, facilitate or speed-up routine or non-discretionary governments actions eg. payment for speeding up custom clearance, loading and unloading cargo or scheduling government inspections or issuing government licences or port documentation.

Solmax regards facilitation payments to be a form of corruption and strictly prohibits them.

4. Disclosure of Conflict of Interest

Disclosures of personal interests or other circumstances that might constitute conflicts of interest have to be made promptly in writing by the person involved to the Chief Human Resources Officer or through the whistleblowing website as soon as the circumstances arise.

If a conflict of interest is found to be present, arrangements will be made for resolution in a manner best suited to the interests of Solmax and the individual. When a person confronts a possible conflict of interest, prompt and full disclosure is the correct first step toward solving the problem. Employees are encouraged to discuss their situation with their manager or the local Human Resources director to determine the proper course of action.

Any arrangement, unless nominal in amount, for the employment by Solmax of a sales agent or business consultant (other than persons providing professional engineering, accounting, actuarial or legal services), where appropriate, shall be based solely upon a written agreement and on the understanding that any payment under such arrangement will be used only for the purpose indicated in the agreement.

Environment Policy

Solmax runs its commercial operations in an environmentally responsible manner. We strive to continuously improve our environmental performance by applying, monitoring and updating our environmental objectives.