1.0 Policy

Solenis International LP, its commercial units and majority-owned or controlled subsidiaries (collectively, “Solenis”) are committed to profitably growing our business based solely on the merits of our portfolio of offerings and the capabilities of our team. We will conduct business ethically and in compliance with the law.

To that end, Solenis prohibits corrupt interactions with government officials and the payment of bribes or kickbacks of any kind, whether in dealings with public officials or individuals in the private sector. We will comply with anti-bribery and anti-corruption laws applicable where Solenis operates, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act (“UKBA”). Solenis will accurately reflect all transactions and asset dispositions in its books and records in accordance with said laws and other applicable laws. Solenis requires its “Indirect Channel Liaisons," as defined herein, to comply with these same laws and practices and to implement systems and controls to ensure compliance with such laws and this policy.

2.0 Prohibited conduct

Under numerous global anti-corruption laws, including the FCPA and UKBA, it is illegal to provide cash, cash equivalents or anything else of value (e.g., gifts, business meals, charitable contributions, educational or executive training expenses, political contributions, business opportunities, entertainment) as a means to obtain or retain business, or to secure any improper advantage. Whether directly or indirectly to or through Indirect Channel Liaisons, Solenis employees are prohibited from making, or allowing to be made, any payments or disbursements of anything of value that would violate this policy or such laws.

Solenis employees and Indirect Channel Liaisons are strictly prohibited from directly or indirectly (a) giving, offering, accepting, promising, requesting or agreeing to any form of kickback or bribery or (b) without the express prior permission of the general counsel, offering, promising, or making facilitation payments of any kind (i.e., payments to governmental officials to facilitate or Solenis Confidential Page 2 expedite routine governmental action, such as processing papers, or issuing visas, licenses or permits).

No employee or Indirect Channel Liaison will, directly or indirectly, commit Solenis to the receipt of goods or services such that the payments therefore would be illegal in the jurisdiction where the goods or services are to be provided or the payment is to be made or received, nor will either make, or directly or indirectly cause to be made, any illegal payment, illegal contribution or other illegal disbursement of funds, services, or other assets of Solenis.

3.0 Public and government officials

This policy prohibits bribery and corruption in both the private and public sector. Accordingly, payments, gifts or other business courtesies to, or on behalf of, any public or government officials warrant heightened scrutiny and will be managed in accordance with the Solenis Third Party Gifts policy and must be approved in advance by the general counsel.

4.0 Indirect Channel Liaison engagement

Before entering into or renewing any contract(s) with an Indirect Channel Liaison, such liaison will be evaluated through the Indirect Channel Liaison Engagement Procedures (attached hereto as an Appendix, the “Procedures”). No business shall be conducted with or on behalf of Solenis until the Indirect Channel Liaison has been approved by Solenis Legal through the procedures and a signed agreement is in place between the Indirect Channel Liaison and Solenis.

5.0 Training

Anti-corruption education and training is required for designated Indirect Channel Liaison management representatives and Solenis employees, at the discretion of Solenis’ Office of Ethics and Compliance (“OEC”). Such education and training will cover company policies and procedures, instruction on applicable laws, practical advice addressing real-life scenarios, and case studies. In addition, Solenis employees must certify their commitment to comply with the Global Standards of Business Conduct on an annual basis.

6.0 Employee responsibilities

Regardless of local practice or competitive intensity, employees must avoid even the appearance of giving or receiving bribes, kickbacks or engaging in other improper conduct when dealing with any individual, including government or public officials. Solenis employees are expected to communicate to all third parties Solenis’ zero tolerance approach to corruption, bribery, kickbacks and other improper conduct.

Employees who know or suspect a transaction or relationship may be in violation of this policy, must report such concern immediately. Reporting of can be made either directly to the general counsel, to the employee’s Legal department representative, the OEC, the Share Your Concern site or the OEC email box. All reported allegations will be handled as specified in the Whistleblower policy.

Solenis will not tolerate retaliation against anyone who makes a good-faith report of suspected and actual violations of this or any other Solenis policy. Given Solenis can be held responsible for the actions of a third party (e.g., Indirect Channel Liaison), employees must be vigilant and observant regarding the following “red flags” which may indicate a potential or actual transaction or relationship warrants further investigation or due diligence. Examples of red flags include:

• prevalence of corruption in the country of Solenis’ operations or where transactions are to occur (See Transparency International’s annually updated Corruption Perception Index);
• request for cash payments;
• unusually high fees or commissions payments, or request for an unusual or excessive payment, such as a request for over-invoicing, unusual upfront payment;
• request for payments to go to a third party other than representative or through different countries;
• minimal detail on invoices or expense documentation;
• close family, personal or “special” relationship with government official or relative of an official;
• rumors of, or a reputation for, offering or accepting questionable payments;
• request for charitable donations to a particular charity;
• request for employment on representative’s behalf or on behalf of another;
• insistence on using a representative with little or no expertise or experience in the area (whether geographic, professional or otherwise) in which it will represent Solenis;
• a potential governmental customer requests an unusual credit or rebate in return for its business, and
• refusal to certify compliance with this policy and provide assurances that no improper payments will be made or accepted.

If you become aware of any of these red flags, please contact the general counsel or other Legal department representative.

7.0 Disciplinary actions

Engagements in violation of this policy are strictly prohibited. Consequences of such actions include, but are not limited to (a) termination of relationship; (b) employee disciplinary action; (c) employment termination; (d) damage claims and/or (e) individual criminal prosecution.

8.0 Definitions

For the purpose of this policy, the term “bribery” means any payment, gift, offer or promise of anything of value (e.g., cash, cash equivalent, jewelry, business meals, charitable contributions, educational or executive training expenses, political contributions, business opportunities, entertainment, travel amenities) to improperly influence a discretionary decision, or to secure any improper advantage. Local law may impose a broader definition in some jurisdictions.

For the purpose of this policy, the term “Indirect Channel Liaison” means any person(s) not employed by Solenis who renders services to, or on behalf of Solenis, as a consultant, agent, distributor or trader, under any contract, agreement, or arrangement, which services are in the nature of (a) business dealings or relations; (b) professional or technical advice of any sort or (c) Solenis Confidential Page 4 improving or facilitating relationships between Solenis and any other person or entity.

Indirect Channel Liaison does not include: (a) professional individuals (such as attorneys, architects, accountants, investment bankers, technical engineers, geologists and others with specialized education, training or experience which qualifies them as having particular expertise in a recognized area or profession) who render services within their respective professional capacities, and as such submit appropriate invoices to Solenis for payment or (b) former Solenis employees who are retained as consultants or contractors.

For the purpose of this policy, the term “public and government official” means not only elected officials of a government, but also any political party, any candidate for political party, any officer or employee of a government or any department, agency or instrumentality thereof (such as a government-controlled company or other commercial enterprise) or of a public international organization (e.g., the United Nations, Olympic Organizing Committee, FIFA Committee, World Bank). Public and government official also includes any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization.

9.0 Scope

This applies to Solenis employees and Indirect Channel Liaisons globally.

10.0 Owner

General counsel.

11.0 Exceptions

There are no exceptions to this policy.

Engagement Checklist

1. After Solenis determines a commercial value proposition for doing business through a third-party Indirect Channel Liaison (the “ICL”), a list of possible candidates should be established. Solenis’ Channel Management Representative (the “CMR”) must assess the merits of such ICL candidates, whenever possible via in-person meetings held in the relevant market, considering at least the following factors:
   
   
   • Financial stability (including a credit check);
   • Years of experience in the market/sector;
   • Membership in recognized associations;
   • Number of employees (notably sales staff) and training criteria;
   • Existence of conflict of interest due to representation of competing products;
   • Ability to provide relevant services (product modification, advertising, etc.);
   • Understanding of local market;
   • Strength of network of representatives;
   • Territorial and ICL portfolio analysis (to avoid geographic and products overlap);
     and
   • Adequacy of facilities and equipment.

Due Diligence

2. When a potential ICL is selected, the CMR sends the Due Diligence Questionnaire (the “Questionnaire”) and related compliance certification, together with the Solenis Global Standards of Business Conduct and Anti-Corruption Policy to the ICL.
3. ICL returns the completed and signed Questionnaire along with the compliance certification to the CMR for review. Original signatures should be obtained when required by local law.
4. CMR submits completed Questionnaire to the Regional Counsel and the Due Diligence Screening Coordinator (the “Coordinator”).
5. The Coordinator submits pertinent information from the Questionnaire to the applicable due diligence screening vendor. The result of the screening will be reflected in a Due Diligence Report, which will yield a Pass/Fail screening grade.
6. If the Due Diligence Report is a “Fail” or if additional information is needed, Coordinator and Regional Counsel will determine next steps, which may include receiving a more detailed Due Diligence Report from the due diligence screening vendor or issuing a notice of refusal to ICL.

Contracting and Document Retention

7. If the Due Diligence Report is a “Pass”, Regional Counsel and the CMR coordinate negotiating a contract with the ICL, using Solenis’ template Distributor Agreement or Agency Agreement, unless otherwise approved by the General Counsel or Regional Counsel in exceptional cases. All contracts with ICLs must provide for payment of commissions in local currency.
8. The CMR updates the ICL Inventory List with requested information, stores a copy of the fully-executed contract, non-disclosure agreement, Questionnaire and related files in the ICL Repository.
9. No business shall be conducted with or on behalf of Solenis until the ICL receives a “Pass” Due Diligence Report and a signed agreement is in place between the ICL and Solenis. Compliance, Training, Education and Certification
10. Any ICL and its employees working on behalf of Solenis will be contractually required to certify compliance with the Foreign Corrupt Practices Act, other anti-corruption laws and related Solenis policies and to complete compliance training and education programs as requested by Solenis’ Legal Department.
11. The CMR coordinates with Solenis Legal to ensure that the ICL renews its training and education certification no less frequently than once every two (2) years during the term of its engagement by Solenis.

Targets, Reporting

12. The CMR and ICL establish clear performance criteria, establishes communication lines and regular update and reporting procedures. Annual or quarterly reports shall cover key performance indicators such as sales or volume targets, new products and market trends. Failure to meet established performance criteria should trigger contractual remedies, which may include termination rights.