Fell Technology Integrity Guide for Suppliers, Contractors and Consultants

A Message from Fell Technology

Fell Technology AS (“Fell Tech”) is committed to unyielding integrity and high standards of business conduct in everything we do, especially in our dealings with Fell Tech suppliers, contractors, consortium partners and consultants (collectively “Suppliers”). Fell Tech bases its Supplier relationships on lawful, efficient and fair practices, and Suppliers must adhere to applicable legal and regulatory requirements in their business relationships as set out in this Fell Tech Integrity Guide for Suppliers, Contractors and Consultants (the “Guide”) in connection with their activities for Fell Tech.

Suppliers are responsible for ensuring that they and their employees, workers, representatives, suppliers and subcontractors comply with the standards of conduct set out in this Guide and in other contractual obligations to Fell Tech. Please contact the Fell Tech manager you work with or any Fell Tech purchaser if you have any questions about this Guide or the standards of business conduct that all Fell Tech Suppliers must meet.

Responsibilities of Fell Tech Suppliers

You, as a Supplier to Fell Tech, agree:

Respectful Workplace: To (i) observe applicable laws and regulations governing wages, hours, overtime, recruitment and employment contracts; (ii) allow workers to choose freely whether to organize or join associations of their own choosing for the purpose of collective bargaining as provided by local law or regulation; (iii) prohibit discrimination1, harassment and retaliation; and (iv) treat all workers fairly and with respect.

Environment, Health and Safety: To (i) comply with applicable environmental, health and safety (EHS) laws

and regulations and Fell Tech’s contractor EHS requirements; (ii) provide workers a safe and healthy workplace; and (iii) ensure that you are not adversely affecting the local community. If housing is provided or arranged, it must meet host country safety standards.

Forced Labor: To respect human rights of your employees and others in your business operations and activities for Fell Tech, which includes the following: (i) prohibiting the use of forced labor, including prison or indentured labor, and ensuring workers are not subject to any form of physical, sexual or psychological compulsion, exploitation, violence, coercion or inhumane treatment, or other forms of human trafficking; (ii) ensuring that a worker’s identity or immigration documents are not withheld or destroyed; (iii) allowing workers to terminate their employment, for any reason, with reasonable notice; (iv) ensuring that recruitment fees of any type are not deducted from workers’ pay or otherwise charged to workers; (v) prohibiting the use of fraudulent or misleading recruitment practices; (vi) ensuring that, upon end of employment, workers are reimbursed for their return transportation costs (for workers recruited from outside the country); and (vii) providing workers with terms and conditions of employment in a language the worker understands.

Child Labor and Young Workers: To (i) prohibit the employment of workers under sixteen (16) years of age (or local legal age if higher); and (ii) prohibit the employment of workers under eighteen (18) years of age (or local legal age if higher) for hazardous work.

 1 Fell Tech prohibits discrimination based on any protected characteristics, which include: race, color, religion, national or ethnic origin, ancestry, sex (including pregnancy and related conditions), gender (including gender identity and expression), sexual orientation, marital status, genetic information, age, disability, military and veteran status or any other characteristic protected by law.

Working with Governments, Improper Payments and Dealings with Fell Tech  Employees and Representatives: To maintain and enforce (i) a policy requiring adherence to lawful business practices, including a prohibition against bribery; (ii) a prohibition against offering or providing, directly or indirectly, anything of value that would constitute a bribe or a kickback, including but not limited to cash, gifts, entertainment, offers of employment, or other types of benefit, to any Fell Tech employee, Fell Tech representative, Fell Tech customer or to any government official in connection with any Fell Tech procurement, transaction or business dealing; and (iii) to agree to provide supporting data to Fell Tech when requested.

Competition Law: Not to share or exchange any price, cost or other competitive information or engage in any collusive conduct with any third party with respect to any proposed, pending or current Fell Tech procurement.

Intellectual Property: To respect the intellectual property rights of Fell Tech and of third parties, including all patents, trademarks, copyrights and trade secrets.

Security and Privacy: To (i) respect individual privacy rights by collecting, handling and protecting Fell Tech Personal Information responsibly and compliantly; (ii) implement and maintain appropriate physical, administrative and technical controls that meet Fell Tech standards and are designed to ensure the security and confidentiality of Fell Tech Confidential Information2 in order to prevent the unauthorized or unlawful destruction, alteration, modification or accidental loss of Fell Tech Confidential Information; and (iii) protect Supplier operations and facilities against exploitation by criminal or terrorist individuals and organizations.

Trade Controls and Customs Matters: Not to transfer Fell Tech technical information to any third party without the express, written permission of Fell Tech, and to comply with all applicable trade control laws and regulations in the import, export, re- export or transfer of goods, services, software, technology or technical data including any restrictions on access or use by unauthorized persons or entities.

Controllership and Tax Law: To ensure that all invoices and any customs or similar documentation submitted to Fell Tech or governmental authorities or audited by third parties in connection with transactions involving Fell Tech accurately describe the goods and services provided or delivered and the price thereof, to ensure that all documents, communications and accounting are accurate and honest and not to take or participate in any actions that may be viewed as tax evasion or the facilitation of tax evasion.

Responsible Mineral Sourcing: To (i) adopt policies and establish systems to procure tantalum, tin, tungsten, gold and other rare earth minerals from sources that do not directly or indirectly finance armed groups in the Democratic Republic of the Congo or Conflict Affected High Risk Areas; and (ii) provide supporting data on your supply chain for tantalum, tin, tungsten, gold, or other requested rare earth minerals to Fell Tech when requested, on a platform to be designated by Fell Tech.

Conflicts of Interest: Avoid all conflicts of interest or situations giving the appearance of a potential conflict of interest. A relevant conflict of interest typically occurs when personal interests interfere with or appear to interfere with Supplier’s ability to perform the work/services without bias. Suppliers are expected to notify Fell Tech if an actual or potential conflict of interest arises. This includes any situations of potential or apparent conflicts between Suppliers’ or their employees’ personal interests and the interests of Fell Tech.

2 Fell Tech Confidential Information is information created or collected by Fell Tech that would pose a risk of causing harm to Fell tech if disclosed to or used improperly, and includes but is not limited to Fell Tech Highly Confidential Information and Personal Information.

Get Help – How to Raise a Question or Concern

Subject to local laws and any legal restrictions applicable to such reporting, each Fell Tech Supplier is expected to inform Fell Tech promptly of any concern related to this Guide affecting Fell Tech, whether or not the concern involves the Supplier, as soon as the Supplier has knowledge of such an occurrence. Fell Tech Suppliers also must take such steps as Fell Tech may reasonably request to assist Fell Tech in the investigation of any such occurrence involving Fell Tech and the Supplier.

Prompt reporting is crucial — a question or concern may be raised by a Fell Tech Supplier as follows:

•    By discussing with a Fell Tech Manager; OR

•    By calling Fell Tech: +47 23 96 02 51  OR

•    By emailing [email protected]

Note: Suppliers do not need to be certain that a violation has occurred, but rather should raise a concern when there is a good faith belief that something improper, a violation of law or policy, has occurred. Fell Tech fully examines every integrity concern raised and takes necessary remedial actions where appropriate.

Fell Tech forbids retaliation against any person reporting such a concern.