Bel Group Position

Operating in an international environment where fighting against corruption is a key element, the Bel Group issued a Code of Good Business Practices in which prohibiting all bribery acts is a fundamental aspect. As such, the Group intends to continue its “zero tolerance” policy and exemplarity course of action. Its collaborators are faced with many situations that might generate ethical dilemmas, especially in terms of corruption, influence peddling and conflict of interests. This Procedure is part of the framework of article 5.2 of the Bel Group Code of Good Business Practices and the Anti-Corruption Procedure and is intended to give recommendations on unacceptable forms of behaviors as well as how to behave with respect to gifts, invitations, and travel for all employees of Bel Group. This applies to all Bel subsidiaries, taking into consideration any specific local requirements, such as local labor laws.


Small-scale professional gifts and invitations are common practice intended to show good will and strengthen professional relations between commercial partners. Occasionally offering or accepting business meals, small gadgets, or tickets to sports or cultural events may be considered acceptable under certain circumstances. As an exception, it may be appropriate to offer or accept travel to professional events with commercial partners. However, if the gifts, invitations, or travel are frequent or are of significant value, they may be or give the impression of being a conflict of interest, influence peddling or illicit payment. Bel has developed this Procedure to help collaborators take the proper decisions when offering or accepting gifts, invitations, or travel as part of their role at Bel. NB: Political, trade union or charities contributions are prohibited, except in countries where it is legally possible to do it within the company and as part of Bel Group’s specific actions of charitable contributions organized in compliance with the Anti-Corruption Procedure. Contributions made by collaborators during their personal time, are authorized as long as they do not interfere with their functions within the Bel Group and they cannot be misperceived as being done in the name of Bel Group.

A PRINCIPLE: TRANSPARENCY

In all cases, Bel collaborators must be transparent with their line managers concerning the gifts, invitations, and solicitations that they receive or make, and therefore have at a minimum a reporting obligation in writing. Bel collaborators who are in doubt in relation to a gift, travel, or invitation, or in a position of apparent conflict of interest, have the choice of notifying the following persons: Their line manager The Zone or Local HR Dept. The Legal Department An Ethics Coordinator The Group Ethics Committee The choice should be made in relation to specific circumstances (persons available, persons involved in the specific case, etc.), and common sense.

PART I – RECEIVING OR OFFERING GIFTS, INVITATIONS OR TRAVEL

Accepting or Receiving Gifts It is customary to exchange small gifts occasionally with suppliers, customers, and other commercial partners to strengthen professional relations or conform to local customs. The Bel Group allows gifts in such cases, provided that they comply with the law, its directives and that they do not affect or give the impression of affecting the good professional judgment of those receiving or offering them.

To that end, Bel Group collaborators must be vigilant when accepting or offering gifts: gifts may only be offered or received with a legitimate professional objective of showing good will and strengthening professional relations with suppliers, customers, and other commercial partners (such as commemorations, service anniversaries, or retirements), some cumulative conditions must be met. Conditions: Gifts must not give the impression (or implicit obligation) that the giver will obtain favorable treatment, a contract, or preferential pricing or conditions in return; must not create a feeling of awkwardness within the Bel Group or for the partner if the action is publicly disclosed; must be of negligible value (under 1.000 SEK – the “Threshold”): Preference should be given to promotional merchandise, such as items bearing the Bel logo; If the value is justified and greater than the Threshold, it must be approved by the line manager, the local HR Dept., the Ethics Coordinator, and/or the Ethics Committee; must be declared to the line manager and/or local HR Dept. (even if the gifts are promotional); must not exceed any stricter specific limits that may be established on a local legal basis or by the local management; never hinder commercial negotiations between the Bel Group and any potential competitor of the commercial partner having offered or received the gift in any way. Reminder: also a benefit which has not material value (ex. a membership in an exclusive club which could only be provided on recommendation) or a benefit of a low value but which is granted frequently/on regular basis, could be considered as bribery. Accepting Gifts: Procedures to follow? Collaborators who receive a gift (e.g. during the commemoration of a sales transaction) that: does not meet the guidelines described above, and are unable to refuse, especially for cultural reasons, may accept the gift and must immediately notify their line manager, the local HR Dept., the Ethics Coordinator and/or BEL Group Ethics Committee. It might then be decided to return the gift or offer it to a charity.

Bel Group collaborators must never ask for gifts, tips, or other items intended for their personal use, regardless of the value.

The following gifts are never acceptable: Gifts of cash or cash equivalents (gift cards or gift certificates); Gifts prohibited by local regulations; Gifts representing bribes, for example, to obtain or renew a contract, or unfair benefits such as tax benefits; Gifts that the recipient knows to be prohibited by the company of the person offering them, and gifts of services or other in-kind benefits; Facilitating payments which is the term given to unofficial payment of small amounts in order to secure or expedite the performance of routine or necessary actions, which the payer is legally entitled to receive in accordance with local laws and regulations. Accepting or Offering Invitations Professional invitations (meal, show or sports event tickets) may play an important role in strengthening professional relations with commercial partners. For this reason, Bel Group collaborators are authorized to accept or offer invitations that will consolidate relations with customers or suppliers within the framework of legitimate commercial exchanges, provided that they comply with these directives. Invitations are only authorized in the following conditions: when they do not represent bribes, for example to obtain or renew a contract, or illegal benefits; when they will not influence or give the impression of influencing the ability of the collaborator to act in the best interest of the Bel Group; when they do not give the impression (or implicit obligation) of making it possible to receive favorable treatment, a contract, or preferential conditions in return; when they do not damage the Bel Group reputation and are below the Threshold; when they comply with any stricter specific limits that may be established on a local basis.

The following invitations are never appropriate: invitations that might be considered excessive; invitations classified in the “Adult” category or for other types of shows involving nudity or obscene behavior; when the Bel Group collaborator knows that the person offering the invitation or receiving it is not authorized to do so; invitations prohibited locally or that the Bel Group collaborator is not authorized to offer or receive according to current regulations. Accepting Travel Sometimes travel-related expenses for Bel Group collaborators covered by customers, suppliers, or other commercial partners may be considered appropriate. As these situations are rare, third-party proposals to pay for travel and/or related expenses must be evaluated and approved by: Line managers and/or; The Local or Zone HR Dept. and/or; The Ethics Coordinator and/or; The Bel Group Ethics Committee. When line managers, the local HR Dept., the Ethics Coordinator, and/or the Bel Group Ethics Committee evaluate a travel request, they must consider certain factors including the following points: the primary goal of the travel must be of a professional nature; the travel (travel and lodging) must be carried out under conditions appropriate to the professional context and consistent with Bel Group travel policy; travel expenses must comply with local laws and customs and itineraries must minimize detours to tourist or vacation destinations; the travel must not be a gift. In any event, the Bel Group will not approve travel expenses for spouses or children and will never approve travel that seems to be provided in exchange for contracts or undue advantages.

PART II - PUBLIC OFFICIALS AND CIVIL SERVANTS

What is a civil servant or a public official? The term “civil servant” and “public official” are very broad: It includes emanation of the State, employees of government agencies or departments at all levels, whether in executive, legislative, or judicial capacities (e.g. police officers, customs inspectors, judges, customs officials, etc.), Executives and employees of companies owned by the government or under government control are also considered to be “civil servants” or “public officials”. Offering a gift or making an invitation to a civil servant or a public official is sometimes acceptable, as is offering a meal after a tour of a Bel Group plant. However, gifts and invitations offered to civil servants or public officials may be interpreted as acts of corruption. Therefore, Bel Group collaborators must be vigilant when offering invitations to civil servants or public officials. Reminder: The law prohibits offering gifts to civil servants or public officials with the goal of obtaining or renewing contracts, permits, licenses or any other authorizations, or obtaining illegal benefits Additionally, civil servants or public officials are frequently prohibited by law from accepting gifts, and offering gifts may place them in a difficult situation. What is “appropriate”? Gifts given or invitations made to civil servants are authorized only if they are: permitted by local regulations. below the Threshold (under 1.000 SEK): clothing or a pen with a Bel logo, etc.; not extravagant or excessive; not or may not be interpreted as a bribe or underhand payment, for example, to obtain illegal benefits; do not damage the Bel Group reputation and remain reasonable. What is never “appropriate”? Gifts of cash or cash equivalents (gift cards or gift certificates); Gifts of services or other in-kind benefits (e.g., hiring members of a partner’s family without a valid reason); Gifts representing bribes or underhand payments; Gifts prohibited by local laws or that the civil servant is prohibited from accepting; Gifts of value higher than the Threshold offered to family members of the civil servant or the public official.

PARTIE III – Alert system

Bel Group implemented an alert system to allow all its collaborators, as well as its stakeholders, partners, customers and suppliers, to report any inappropriate behaviors of which they become aware while working at Bel or with Bel. Anyone who has become aware of a potential inappropriate act, including bribery or influence peddling, should report it by: Informing its line manager, HR, the Ethics coordinator, the Legal department or the Ethics Committee; Using the dedicated externalized alert system: Expolink - bel@expolink.co.uk Sweden: 0200 285415 Denmark: 8088 4368 Finland: 0800 116773 Norway: 800 14870

The choice should be made based on the specificities of each case, and in consideration of the facts at stake and persons involved. Reporting through the external system will be done on a confidential basis, and can even be anonymous if allowed under the applicable local laws. In any event and no matter which alert system is chosen, the persons receiving the report and in charge of the investigations must ensure that all information provided is kept confidential and that the person having reported a breach is duly protected. No sanctions shall be taken against any person having reported in good faith a breach of the Procedure or having refused to do anything which could be interpreted as contrary to the Procedure. Any abusive reporting (e.g. defamatory use or willful misrepresentation) may however lead to prosecution. The externalized alert system is accessible to all collaborators (no matter what type of employment contract they may have) and may also be used by Groupe Bel’s stakeholders, partners, customers and suppliers. Each report will be investigated on a confidential basis by the relevant Departments of the Bel Group, and anyone committing a wrongful act as demonstrated by such investigations, will be sanctioned in accordance with applicable laws and the local disciplinary sanctions.

PART IV - QUESTIONS AND EXAMPLES

How can a collaborator determine the value of the gift he or she receives? You must show good sense and judgment in determining the value of a gift or invitation received. If it is not clear, contact a store or check the value of a similar gift on the Internet. If you still have doubts, notify your line manager, local HR Dept., Local Ethics Coordinator, and/or BEL Group Ethics Committee. How can a Bel collaborator know if a gift is prohibited by the donor’s company? You must not accept gifts when it is clear that they are prohibited by the donor’s company. You may also ask for a copy of the company’s gift policy or check on their website. If it is difficult to refuse a gift at the time it is offered, accept it and immediately contact your line manager, the local HR Dept., the local Ethics Coordinator, or the Bel Group Ethics Committee about the steps to take. Can managers impose more rigorous directives for their entities or divisions? Yes, but managers who make such decisions must notify their entity or division of their respective directives and notify the Ethics Committee. Should receiving a favor or an advantage be considered as a gift? The answer depends upon the circumstances. Accepting a favor or advantage from a supplier, customer, or other commercial partner may alter or give the impression of altering a collaborator’s good judgment. It may also create a conflict or give the appearance of a conflict between the collaborator’s personal interests and his or her loyalty to Bel. You must raise these questions and discuss the steps to take with your line manager, the local HR Dept., the local Ethics Coordinator, or the Bel Group Ethics Committee. ***** The following examples were developed with the goal of helping Bel Group collaborators to determine whether or not accepting gifts, invitations, and travel is possible. Generally speaking, all collaborators should keep in mind that the Threshold is only for indication purposes and cannot in itself avoid any corruption risks. The motivation behind the gift or invitation must be assessed on a case by case basis, and any gift or invitation with a value below the Threshold, may still be seen as a bribery act as long as it is done with the view to get something in return.

Proper behavior: The governor of a Chinese province calls the director of a Bel plant established in this province requesting a courtesy tour. Local custom requires that Bel offer the governor a ceremonial gift, such as a crystal vase with a value higher than the Threshold. The plant director contacts the manager in charge of China to discuss the matter and determine an appropriate amount. Improper behavior: Upon arrival at the site, the governor from the previous example asks to have her travel expenses reimbursed. The plant manager complies without consulting a line manager, the local HR Dept., the Group Ethics Committee, or the Ethics Coordinator. Proper behavior: BEL has signed an important contract with a new Mexican customer. During the signing ceremony, the local Bel manager offers the customer a carved chess set. This gift value had been approved by the local HR Dept., and the relationship does not create any potential risks of corruption. Improper behavior: In the scenario above, the local Bel manager knows that the Mexican customer’s policy prohibits accepting gifts from suppliers, but offers the gift nonetheless after the ceremony is over. Proper behavior: An important customer celebrates 35 years of service. A Bel Accounts Manager gives a customer a bottle of wine, with a value below the Threshold, from a local merchant, along with a card signed by the employees. Improper behavior: instead of giving wine, the Bel manager gives the customer a gift card. Proper behavior: Bel currently uses temporary labor services in an Eastern Europe country, as part of a contract with TempCo Inc. which expires in a month. The regional director of TempCo invites the local Bel human resources director to a reception at a professional association. During the reception, the labor minister of country X will address questions about changes to local labor regulations. This event is open to the members of the professional association for an t entry fee significantly higher than the Threshold. The HR Dept. notifies the Ethics Coordinator for the Zone to confirm that there will not be any inappropriate interaction with civil servants, prior to accepting the invitation. Improper behavior: In the same scenario, the event is not a reception but a private dinner for 10 people. The HR Dept. learns that TempCo paid the labor minister a fee for speaking, but accepts the invitation without having notified the Ethics Coordinator for the Zone. Proper behavior: The mayor of a Dutch city in which a Bel plant is established tours the premises. After the tour, he attends a lunch with Bel collaborators. At that time, the plant manager gives him a T-shirt of insignificant value below the Threshold, and with the Bel logo on it. Improper behavior: instead of the t-shirt as described above, the plant manager gives the mayor two tickets to a football match (for him and his spouse). Proper behavior: A collaborator wins a “closest ball to the hole” contest during a golf tournament organized by a French supplier. He wins a set of golf clubs of significant value. Not wanting to upset his host, the collaborator officially accepts the gift, but he arranges to return it after the tournament. Improper behavior: In the same scenario, the collaborator keeps the golf clubs and then offers them to a family member. Proper behavior: Local customs require, and local laws authorize, civil servants in a region to receive gifts for Independence Day from companies operating in their jurisdictions. The local Bel managers discuss the topic with the Zone VP and the Ethics Committee to determine whether or not the gifts are considered appropriate. Improper behavior: In the scenario above, the local managers decide to give the civil servants gift cards for a luxury goods store without consulting anyone. Proper behavior: After touring a Bel plant in the US, a customer is invited to attend a concert by a local band that evening. Improper behavior: After touring a Bel plant in the US, a customer insists upon being invited to an evening downtown, including a local private gentleman’s club, and a Bel collaborator invites him. Proper behavior: A supplier provided defective packaging to one of the Bel Moroccan plants. The logistics chain manager for this plant must work with the supplier to determine the cause of the defect and the corrective actions to be taken. To facilitate the task, the supplier suggests paying the airfare and lodging for the Bel logistics chain manager’s travel to the supplier’s plant. The manager consults with his line manager, who approves the travel, and discusses with the supplier to have the travel expenses re-invoiced to Bel. Improper behavior: A regional director is asked by one of his direct subordinates to approve travel as in the previous example. However, he learns that the Moroccan supplier is offering to extend the hotel stay for the collaborator by one day (at the supplier’s expense) and to invite him to play a game of golf. The manager approves the entire trip, and not just the strictly professional expenses paid by the supplier. Proper behavior: Bel wishes to build a new plant in an African country and has contacted a local law firm and a one-stop shop to set up companies, in order to prepare the permits and licenses filling for the land acquisition. Improper behavior: In the same context, Bel contacted a local consultant to expedite the formalities in exchange for a small fee, and the local general manager agrees to it without consulting the Legal Department or the Ethics Coordinator.