Code of Conduct

Code of Conduct

The Vydraulics Group consists of multiple companies with a common passion for technology and a crystal clear mission. Each company has its own area of expertise and market focus, therefor perfectly complementing each other. Our strategy is based on operational excellence and we aim for optimisation, technological innovation and continuous improvement of products, processes, quality and efficiency.

To achieve our mission goals we work together as a team and it is important that everyone underpins the moral standards and contribute to a collaborative, positive, and healthy environment in which we can all succeed.

In a complex, competitive business, ethical dilemmas may sometimes arise and the Vydraulics Code of Conduct presents us a framework to identify and address those dilemmas. Employees in all areas and levels of our business are responsible for understanding and complying with our Vydraulics Code of Conduct.

We also expect and need you to speak up if you have concerns about any inappropriate behaviour you observe. It's important for us to know about issues upfront so we can work to resolve them immediately. We know that the decision to speak up can be a difficult one. Silence can condone questionable behaviour and the actions or inactions of just one colleague who makes a poor choice can impact our entire company.

A strong commitment to ethical behaviour isn't just the right way to do business. It's how we earn the trust and respect that is critical to our success. Our customers and suppliers trust us to be a reliable partner.

*Steven Vangeersdaele, CEO Vydraulics*

Why a code of conduct?

In order to ensure consistency in the way we work within Vydraulics as well as outside the company, we have set up this Code of Conduct document. It presents a clear framework how to act as a representative of our company and advises you on actions to take whilst identifying a potential breach of our policy.

It's good for you

The Code of Conduct promotes a common understanding of right and wrong across all company businesses, wherever we operate. You know what you can expect when you're at work, and what is expected of you, your colleagues, our partners and suppliers.

It's good for business

Acting with integrity empowers the company to uphold our reputation, attract and retain outstanding employees, and meet the high expectations of our customers, partners and communities. In short, the Code of Conduct gives us a competitive advantage.

Taking action

We expect everyone to inform us on any suspected violation of our Code of Conduct. A potential violation is a serious matter. We're all responsible for protecting our culture of Integrity. The company also protects you: We do not allow retaliation for good-faith reports of possible ethics violations and we shall afford confidential treatment where appropriate.

If you think the Code of Conduct is being violated, or if you have an ethics question, you have several options:

- Discuss the issue with your manager or supervisor.

- Discuss the issue with any other senior manager with whom you feel comfortable to have such a conversation.

- Contact the Human Resources, Company Secretary or Legal department.

We investigate each report and take action as necessary. Violators are subject to disciplinary action.

Health, safety and environment

It is essential that our employees work in healthy and safe environments.

- Always follow safety procedures and guidelines.

- Understand and follow the safety policies and procedures related to your work.

- Regularly look for ways to improve workplace safety.

- Report all accidents, near misses and safety issues.

- Help create a physically and emotionally safe workplace.

- Do not commit or permit violence.

- Never be under the influence of drugs or alcohol at work.

We are committed to providing safe and quality products, services and solutions. You should immediately contact quality management personnel or your supervisor if you believe there is:

- Any deficiency in product design, safety, installation, or maintenance that threatens anyone's health or safety.

- Anything that may harm the quality of our products or services.

- Anything that may harm the company's reputation.

- Anything that may harm the company's financial interests.

Vydraulics products, services and manufacturing methods reflect our long tradition of caring for the environment.

- Follow environmental laws and regulations as well as company policies for protecting the environment.

- Follow environmentally responsible practices such as waste management, source reduction, recycling and energy conservation.

Workplace and equal opportunity

The company is committed to create a collaborative, positive, inclusive and healthy environment in which we can all succeed, where everyone can be themselves.

- Respect and value differences, understand the value of diversity.

- Respect everyone you deal with and behave fairly towards them.

- Be supportive of your teammates, offer to help if you see someone struggling or otherwise in need of assistance.

- Be generous in both giving and accepting feedback.

- Be polite and friendly in all forms of communication.

- Refrain from unpleasant or disparaging remarks or actions, in particular on the basis of sex, age, religion, beliefs, nationality, culture, ethnicity, race, sexual orientation, status at the company, disability, or family situation.

Equal opportunity

The company will ensure that its employment-related decisions are based on relevant qualifications, merit, performance and other job-related factors.

- You should base hiring, evaluation, promotion, training, development, discipline, compensation and termination decisions on qualifications, merit, performance and business considerations only.

- Do not discriminate according to race, colour, religion, age, gender, sexual orientation, marital status, disability, ethnic origin or nationality.

- Be aware of local legislation and cultural factors that may impact decisions.

Harassment

The company will not tolerate any action, conduct or behaviour which is humiliating, intimidating or hostile. You should be particularly sensitive to actions or behaviours that may be acceptable in one culture but not in another. Harassment includes language or conduct that others may find derogatory, intimidating or offensive.

- Treat others with respect and avoid situations that may be perceived as inappropriate.

- Challenge someone if you find their behaviour hostile, intimidating or humiliating. Harassment can result in disciplinary action and may lead to dismissal.

- Immediately report all incidents of harassment.

Anti-bribery and corruption

Bribery occurs when you offer, pay, seek or accept a payment, gift or favour to influence a business outcome improperly. This applies to both public and private functions. Corruption is the misuse of public office or power for private gain; or misuse of private power in relation to business outside the realm of government.

Bribery and corruption --- whether involving government officials, or commercial entities, including joint ventures --- can be direct or indirect through third parties like agents and joint venture partners. It includes facilitation payments even though in some countries facilitation payments are legal. Even turning a blind eye to your suspicions of bribery and corruption can result in liability for the company and for you personally.

- You must not offer, pay, make, seek or accept a personal payment, gift or favour in return for favourable treatment or to gain any business advantage.

- You must follow the anti-bribery and corruption laws that we are subject to, both those of the countries we are operating in, and those which apply outside the country whose laws they are (for example, the UK and NL).

- You are liable to disciplinary action, dismissal, legal proceedings and possibly imprisonment if you are involved in bribery and corruption.

- Accurately record in the company's books all of your transactions including your expenses and any gifts or entertainment you provide.

- Do not associate with business partners who engage in corrupt practices. Regularly screen business partners and stop working with them if you reasonably suspect corruption.

- Do not provide gifts, entertainment or other favours to a union representative without consulting the Legal Department.

Dealing with government officials

The offering of gifts and hospitality including travel-related expenses for government officials creates special concerns. Some countries have very strict limitations on the value and nature of gifts and entertainment their officials can accept.

- You must have permission from Senior Management to offer gifts and hospitality to government officials. You must not offer gifts and hospitality to the spouses, family members or guests of a government official.

- You must not pay for non-business travel and hospitality for any government official.

- You must comply with all applicable laws and with the company's internal procedures and directions regarding gifts and hospitality to government officials.

Gifts and hospitality

The company discourages its employees from accepting gifts and hospitality from business partners. Decline gifts and hospitality if you would feel uncomfortable telling your manager or supervisor, colleagues, family, friends or the public that you had accepted them.

- You must not allow gifts and hospitality to influence your business decisions, or cause others to perceive an influence.

- You and your family members must never in connection with the company business offer, give, seek or accept illegal or inappropriate gifts and hospitality, cash or cash equivalents, personal services, loans, events or meals where the business partner is absent or gifts or hospitality during periods when important business decisions are being made.

- Never offer, give, seek or accept gifts and hospitality that exceed prescribed value limits, unless senior management approval has been obtained.

- Comply with local laws and regulations.

You must register:

- All gifts and hospitality given to government officials except those of nominal value like a cup of coffee.

- Any gifts and hospitality that could be perceived as creating a conflict of interest.

- All gifts and hospitality given or received from third parties that exceed allowed value limits.

- All declined gifts and hospitality that exceed allowed value limits.

Facilitation payments

In many countries, it is customary business practice to make payments or gifts of small value to junior government or other officials in order to speed up or facilitate a routine action or process. Despite this, facilitation payments are against this company's policy and we take the view that they are illegal, even if that is "how business is done here".

However, in the event that a facilitation payment is being extorted, or if you are forced to pay under duress or faced with potential safety issues or harm, such a payment may be made, provided that certain steps are followed. If you are ever placed in such a situation, you must contact senior management as soon as possible and you must record the payment appropriately.

Compliance with laws

As a global company, Vydraulics must follow the laws and regulations of each country in which it operates.

- Follow the company's policies and procedures.

- Follow the laws that apply to your work.

- If you're not sure which laws apply, or you think the laws of two or more countries conflict, ask members of the Legal Department for help right away.

- Report any known or possible violations of the law by company employees or its business partners.

Competition law (antitrust)

Competition law protects free enterprise and prohibits behaviour that limits trade or that restricts fair competition. The company does not tolerate violation of competition laws.

- You must not agree with competitors of the company to fix price or any elements of price (such as discounts, rebates or surcharges).

- You must not rig bids or tenders, and you must not agree with others to boycott any customers or suppliers except in connection with internationally imposed sanctions.

- You must not agree with independent distributors or resellers to fix a minimum resale price of a product.

- Do not agree, even informally, with competitors on pricing, production, customers or markets without a lawful reason. Always get legal advice on whether a practice is lawful.

- Decisions on the company's pricing, production, customers and markets must be made by the company alone.

Do not discuss with competitors:

- Which suppliers, customers or contractors the company deals and will deal with.

- Which markets the company intends to sell into.

- On what terms the company will deal.

Safeguarding information and assets

Intellectual, physical and financial corporate assets are valuable and must be preserved, protected and managed properly. Personal data and intellectual property must be safeguarded. Information technology (IT) and communications facilities should be used responsibly. Records must be accurate and appropriately retained. Fraud, theft, abuse or misuse of company's assets is unacceptable.

Confidential information and IP

We protect the company's confidential information and respect that of our competitors. Sharing the company's confidential information is not allowed.

- Disclose confidential information only on a "need-to-know" basis, even with other company employees.

- Never disclose confidential information unless you already have a non-disclosure agreement or a confidentiality agreement approved by the company's Legal Department.

- Secure confidential information where others cannot see when you are not reviewing it.

- Report all suspected breaches of confidentiality.

- Do not seek or receive competitors' trade secrets or confidential information unless the disclosure is covered by a non-disclosure or confidentiality agreement approved by the Legal Department.

- We compete fairly and honestly. We do not use illegal or unethical means to learn a competitor's confidential information.

- Safeguard intellectual property, including copyrights, patents, licences, trademarks and other trade secrets.

- Protect all company confidential information even after you stop working with the company.

Protection of assets

Corporate assets can be financial, physical or intangible and include buildings, equipment, funds, software, know-how, data, patents and other IP.

- Protect company assets against waste, loss, damage, misuse, theft, misappropriation or infringement.

- You must use company assets appropriately and responsibly.

- You must respect the physical and intangible assets of others.

- A failure to follow the requirements of this policy or any laws or regulations may result in disciplinary action, including termination of employment.

Personal use of IT

We use company assets such as e-mail, Internet access, telephones and computers responsibly and honourably. Company's computing resources should be used for company purposes.

- Follow company's policies on use of IT facilities.

- Do not use company resources to offend, harass or threaten others or to access or store illegal or generally offensive material.

- Do not use company resources to reproduce, display, distribute, or store materials that violate any party's trademark, copyright, licensing or other intellectual property rights.

- Get authorisation before installing software or connecting hardware.

- Do not use personal email accounts for company email communication.

Supply chain responsibility

As an international company we recognise that ethical behaviour does not stop at our company, but is a responsibility of the entire supply chain. Our customers and the well-known brands of global manufacturers that our company represents, expect from us to ensure our supply chain partners are aligned with the same kind of principles.

- The company endorses the principles set out in relevant international guidelines, codes and laws, such as the UN Global Ten Principles, UN Declaration of Human Rights, Modern Slavery Act, Conflict Minerals and the like.

- We choose our supply chain partners diligently and expect our supply chain partners to strive for the same workplace standards, business practices and values.

***

Vydraulics NV

Industrielaan 6

8890 Moorslede

Belgium

+32 (0)56 50 11 16

info@vydraulics.com

*LEGAL/122022/VY001/D*