Code of Conduct

1. Introduction

1.1 This Code of Conduct (“Guidelines”) has been adopted by the Board in Eqology ASA (the “Company”). It is intended that these Guidelines will also be adopted by the board in each of the Company’s subsidiaries (together with the Company “Group”).

1.2 The purpose of these guidelines is to establish a healthy corporate culture and preserve the Company’s integrity by helping employees to promote high standards of business conduct. Furthermore, the Code is intended to be a tool for self-assessment and for further development of the company’s identity.

1.3 These guidelines apply to the Board, the CEO, senior executives and other employees of all companies in the group, as well as others acting on behalf of the Company. All employees of the Group are obliged to comply with these guidelines.

2. Ethics

2.1 The Company’s policy requires its directors and employees to observe high ethical standards and personal ethics in the conduct of their duties and responsibilities. Directors and employees shall act fairly, honestly and with integrity in their dealings with other employees, business associates, customers and suppliers, the public, the business community, shareholders, competitors and government authorities.

2.2 Directors and employees shall not, when acting on behalf of the Company, seek to gain unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or other unfair practices.

2.3 The Company does not accept discrimination of employees, shareholders, directors, customers and suppliers on the basis of ethnicity, nationality, age, sex or religion. Respect for the individual is the cornerstone of the Company’s fundamentals. Everyone should be treated with dignity and respect and should not be unduly hampered in performing their duties and responsibilities.

2.4 No director or employee shall, out of loyalty or desire for profitability for the company, knowingly mislead someone to violate any applicable law governing the company.

2.5 Violation of the Company’s policy provides a basis for disciplinary action including termination of employment contract.

3. Code of Conduct

3.1 Values

3.1.1 The company strives to be a reliable partner by emphasising quality operations, discipline, prioritising high quality solutions, predictable deliveries and a high level of service.

3.1.2 The company must act quickly in all areas of business. This means that the company must meet all obligations within the shortest possible timeframe, make quick decisions based on facts, accept change and manage new challenges proactively.

3.1.3 The Company shall strive to combine the resources of the Group, including employees and representatives in all jurisdictions, companies and areas of expertise within the Group. The Company shall regard our customers and suppliers as partners.

3.1.4 The Company shall exploit and develop skills in production, product development and management. In this respect, professionalism and “best practice” are key elements.

3.1.5 The company shall focus on its core business activities. Within this area, the Company shall strive to be the best and create value for its customers and for the Group through a constant focus on running a profitable business.

3.2 Law

3.2.1 The company shall comply with all applicable laws, regulations and public orders within the national jurisdictions that the company operates in. Each of the persons mentioned above have a personal responsibility to comply with the standards and limitations for such laws, regulations and public orders, including those relating to accounting and auditing matters and internal rules (as long as these do not conflict with applicable laws).

3.3 Working

3.3.1 The Company shall be a professional and positive workplace.

3.3.2 The Company will focus on outstanding implementation of the activities and strive for a working method that ensures a good and safe working environment. Among other things, this means that the company systematically works to ensure that employees will thrive and seek to create an injury and accident free workplace, optimise raw material and energy consumption and minimise waste.

3.3.3 The Company shall comply with, and preferably exceed, the requirements of all relevant legislation.

3.3.4 All employees should contribute to creating a work environment where no one is discriminated against due to their religion, colour, sex, sexual orientation, age, nationality, race or disability.

3.3.5 The Company does not tolerate behaviour that can be perceived as degrading or threatening.

3.3.6 Neither the Company or its business partners shall use child labor.

3.4 Relationship with Customers, Suppliers, Competitors and Public

3.4.1 Customers shall be met with insight, respect and understanding.

3.4.2 Suppliers shall be treated impartially and justly.

3.4.3 The company shall have an appropriate and open dialogue with public authorities.

3.4.4 The Company desires fair and open competition in all markets, both in Norway and abroad. Under no circumstances shall the Company or any of its employees take part in actions that are contrary to applicable competition laws.

3.4.5 The Company does not accept any form of corruption. No employee of the Company shall directly or indirectly offer, promise, give or receive bribes, illegal or inappropriate gifts or other unfair advantages or benefits in order to obtain benefits for themselves or for the Company. The Company has adopted guidelines regarding gifts.

3.5 Prices and Taxes

3.5.1 The company’s pricing is determined according to the principles of “arm’s length”. This means that the Company, in principle, operates its subsidiaries as independent companies, i.e. acting as if with a third party.

3.6 Loyalty, Conflicts of Interest and Confidentiality

3.6.1 The company requires all employees to remain loyal to the company and to refrain from actions or pursue interests that make it difficult to perform their work objectively and effectively.

3.6.2 All employees are responsible for notifying the Board if a situation arises where the person has a material direct or indirect interest in any transaction or other matter in which the Company is a party.

3.6.3 Conflicts of interest should be avoided. Should a conflict arise, employees will be required to assess the situation and notify their superior of the conflict of interest. A conflict of interest may involve, but are not limited to, customers, suppliers, contractors, present or prospective employees, competitors or relations.

3.6.4 All employees shall keep confidential all company information and other circumstances pertaining to the Company that may be deemed to provide outsiders with access to confidential information. Furthermore, all employees must exercise caution when internal matters are discussed to ensure outsiders can not overhear the discussion.

3.6.5 Only the CEO and Chairman of the Company may make public statements on behalf of the group.

3.7 Environmental Issues

3.7.1 The Company shall strive to be the market leader in environmental protection. All employees have a responsibility to bear in mind the environmental effects work-related activities have on nature and the environment and use environmentally friendly solutions to the extent possible and appropriate.

3.8 Trade in the Company’s Shares, Accounting and Reporting

3.8.1 Those company employees who have information that could affect the value of the Company’s shares shall keep such information secret and act in accordance with applicable law. Primary insiders shall comply with the Company’s insider trading regulations for insiders.

3.8.2 The company’s employees can only act in the Company’s shares if this happens in accordance with applicable law. Primary insiders shall comply with the Company’s insider trading regulations for insiders.

3.8.3 The company shall establish accounting procedures to ensure that all transactions are registered in accordance with applicable laws and regulations. All employees are required to follow the company’s guidelines for registration and documentation of transactions. All employees are responsible for ensuring that transactions are reported and documented in full and in accordance with applicable accounting practices.

3.8.4 The Company’s reporting shall in all matters of significance meet applicable laws and regulations and be full, fair, accurate, timely and understandable.

3.9 Private Interests and Employee Activities

3.9.1 No employee of the Company shall hold another position or carry out work for others during working hours without prior written permission from the parent.

3.10 Control and Sanctions

3.10.1 As an integral part of internal/external audit, valuation, etc. the Company shall regularly check that all aspects of the above guidelines are followed.

3.10.2 Violations of the Guidelines must be reported immediately to a supervisor. If this is not possible, the breach shall be reported to the CEO or a director.

3.10.3 The board of the relevant company within the group shall take all action it deems appropriate and investigate reported violations of the Guidelines. The respective boards should also report to the Board of Directors if the break is not immaterial.

3.10.4 If there is a breach the relevant board or supervisor shall take the necessary disciplinary or preventive actions, usually termination of employment, termination of the supply agreement, etc.