Anti-Corruption and Compliance Policy

You are a valued business partner, and we appreciate your commitment to our joint success.

Our success as a company is built upon a foundation of integrity- a longstanding commitment to act with the highest ethical standards and to conduct business honestly and legally. The following Third-Party Code of Conduct reflects this on-going commitment and offers guidelines and standards that define how we run our business and our expectations for you.

The Third-Party Code of Conduct (the “Code”) addresses and communicates our expectation for you to comply with all applicable laws, rules and regulations, including those related to corruption, bribery, and conflict of interest. Its purpose is to help you identify and avoid situations that could potentially violate the law or create any appearance of impropriety.

Potter Global Technologies holds itself to high ethical and legal standards and expects all who work for it or on its behalf to do so also. You and your employees must be familiar with the rules described in this Policy and regularly refresh the understanding of these rules.

One of the reasons we have chosen to do business with you is because we believe that you share our commitment to integrity and ethical conduct. We appreciate that you, as a valued partner, recognize that we all share the responsibility for complying with this Code. We count on your support.

Purpose of the Third Party Code of Conduct

This Third-Party Code of Conduct (“Code”) applies to all third parties acting on behalf of all Potter Global Technologies (PG-r) Brands, such as independent contractors, resellers, distributors, joint venture partners, suppliers, vendors, agents, and other representatives. Within the Third-Party Code, these individuals and entities are referred to collectively as Third Parties. The requirements of the Third-Party Code apply regardless of the local customs and practices of a particular foreign country. We expect everyone to practice good judgement when working with or on behalf of PGT. All Third Parties must conduct themselves according to this Code in a manner that avoids even the appearance of improper behavior.

Compliance with Laws, Regulations, and Business Conduct Practices

Anti-Corruption

Like any company that does international business, PGT is subject to the requirements of the U.S. Foreign Corrupt Practices Act (FCPA) anywhere we do business in addition to any anti-corruption laws in the countries in which we operate, including the U.K. Bribery Act. All these laws prohibit bribery and making other improper payments, directly or indirectly, to government officials. The U.K. Bribery Act further prohibits offering, making, accepting, or receiving improper payments, directly or indirectly, to or from employees of private companies. Our employees and all our third parties are required to comply with these laws everywhere we do business.

Definition of Government Officials

Under the FCPA, the U.K. Bribery Act, and this Third-Party Code, a government official is broadly defined and includes anyone, regardless of rank or title, who is:

  • An officer or employee of any local, provincial or national government, including government agencies (for example, members of parliament, police officers, firefighters, members of the military, tax authorities, customs inspectors, food and drug agency regulators, etc.).
  • A director, officer, representative, agent or employee of any government-owned or controlled business or company.
  • Any person with the responsibility to allocate or influence expenditures of government funds, including persons serving in unpaid, honorary or advisory positions.
  • An officer or employee of a public international organization (for example, the United Nations, International Olympic Committee, International Red Cross, World Bank, etc.).
  • Any person acting in an official capacity or on behalf of any government or public international organization (for example, an official advisor to a government).
  • Any officer or employee of a political party; Any candidate for political office; and,
  • A close relative (for example, parent, sibling, spouse or child) of any of the above.

We strictly prohibit offering, giving, accepting, or receiving anything of value to or from any government official or private company employee for the purpose of obtaining or retaining business or any other improper advantage.

Improper Advantage

An “improper business advantage” may include, for example, obtaining insider information (e.g., access to sealed bid information); influencing legislation; improperly securing a required permit, license, or certification; or avoiding or reducing taxes, customs fees, or import duties.

Anything of Value

Anything of value” should be broadly interpreted to include, cash, gifts, gifts to family members, loans, forgiveness of a debt, personal favors, entertainment, meals and travel, conference sponsorships, political and charitable contributions, employment and internship opportunities, business opportunities and medical care, among other items.

Kickbacks and Rebates

Under no circumstances is a Third Party allowed to offer or accept kickbacks or rebates for the purpose of wrongfully obtaining, retaining, or directing PGT business. Kickbacks or rebates are not limited to cash or credit but can take many forms such as gifts, entertainment, services, special favors or benefits under a contract, or anything else that would be attractive to the recipient. In general, if you stand to gain personally from the transaction, it is prohibited. Such practices are not only unethical but are in many cases illegal.

Conflicts of Interest

A conflict of interest exists when your private interests potentially conflict with PGT interests. You must disclose personal, family, or financial relationships with our employees or with anyone that does business with, seeks to do business with, or competes against PGT. While the definition may sound simple, conflicts occur in many ways, not all of which are obvious. Conflicts of interests are common and cannot always be avoided, but they need to be disclosed, documented, and effectively managed. Most conflicts are managed simply through your disclosure.

Conflicts arise when your personal relationships or interests with any Potter Electric employees or any of our Third Parties make it difficult to perform your job or provide your services objectively and effectively. Similarly, it would be a conflict of interest if you, your employees, your business partners, or your family request, give, or receive improper personal benefits because of your work with Potter Electric. As our Third Party, you are expected to disclose immediately any family or close relationships with our employees or Third Parties that may influence our business relationship with you, by contacting ethics@potterglobaltech.com

Gifts, Travel and Entertainment

We recognize that legitimate business may at times involve business meals, travel, promotional items, entertainment, or giving or receiving gifts for personal events such as a holiday, a wedding, or the birth of a child. Gifts include anything of value, such as pens, mugs, clothing, wine/alcohol, candy or fruit baskets, tickets to an industry event, other event, or outing (including golf outings and tickets to sporting events or concerts).

We approve of legitimate business entertainment, travel, or the giving and receipt of gifts when appropriate. However, in alignment with the FCPA, and the U.K. Bribery Act, we strictly prohibit the giving of any item of value when done for the purpose of improperly influencing a government official or private company employee’s actions. Written pre-approval by your compliance officer or senior executive is required in every instance when gifts, hospitality, travel, or entertainment is to be offered or extended to a government official in relation directly or indirectly to Potter Business.

Acceptable gifts, entertainment and travel must be given openly and transparently, properly recorded in the company’s books and records, reasonable in value, infrequent, and permitted under local law. If you are ever in doubt about a gift or item you are considering giving or accepting, contact ethics@potterglobaltech.com

Intellectual Property

During business dealings related to or on behalf of PGT, you may be entrusted with confidential information and trade secrets from us and from our other Third Parties. This includes non-public information that is useful to competitors, or that, if disclosed, is harmful to PGT, our customers, or Third Parties. You must maintain confidentiality, even after your work with PGT ends.

Our industry is highly competitive, and we strive to be the best at what we do. We also want to ensure that our competitive edge is due to superior products and services’ performance not unethical or illegal practices. Stealing proprietary information, obtaining trade-secret information without the owner’s consent, and inducing disclosures from past or present employees of competing companies are all strictly prohibited.

Environmental and Social Responsibility

Potter Electric is committed to ensuring the welfare of our stakeholders, employees, customers, communities, and the world. To achieve this positive impact, we require our Third Parties to share in this commitment by operating under high ethical standards and responsible workplace practices such as maintaining a safe and healthy environment at work, strictly respecting labor rights by prohibiting employee labor abuse, discrimination, harassment and all forms of child employment as per the International Labour Organization (ILO) Declaration on Fundamental Principles and Rights at Work. We also require compliance with relevant supply chain due diligence regulations, such as the EU Corporate Sustainability Due Diligence Directive (CSDDD), and relevant anti-human trafficking and forced labor regulations, such as the US Uyghur Forced Labor Prevention Act (UFLPA).

Likewise, our Third Parties are expected to implement related policies and due diligence programs that set forth, at a minimum, these same values and guidelines for your employees and the Third Parties that you engage.

In addition to treating people with dignity and respect, we expect all Third Parties to provide products and services that comply with applicable environmental laws. These may include those related conflict-minerals, carbon emissions, and waste disposal.

Trade Compliance Regulation

PGT is committed to attaining full compliance with applicable import, export, and economic sanctions, regulations, and policies wherever we operate. Our Third Parties, as well as your subcontractors and business partners, are expected to comply with all applicable import, export, and economic sanctions controls where they operate, and agree not to import, export, or use PGT products in violation of such regulations. Specifically, Third Parties are expected not to export, re-export, or transfer PGT products to any U.S.-sanctioned country or territory, sanctioned and prohibited individuals wherever located.

Money Laundering

Money laundering is the illegal process of making money or goods generated by criminal activity appear to have come from a legitimate source. PGT has a zero-tolerance stance on money laundering and all other forms of financial crime or misconduct. As such, you should not use your relationship with PGT to disguise or attempt to disguise the sources of illegally obtained funds or goods. Third Parties should maintain adequate due diligence procedures to enhance transparency within their own business relationships and report suspicions of any such activity.

Raising Compliance Questions and Concerns

Situations that involve ethics, values and violations of certain laws are often very complex. No single code of conduct can cover every business situation that you encounter. However, we need your eyes and ears to identify potentially bad situations. We need your voice to bring them to our attention.

When you raise questions and concerns, we can detect potential problems early on. This helps minimize potential harm to our company, our stakeholders and our reputation. If you ever have any questions or concerns about the ethics or integrity of any aspect of our business, you should address the issue as soon as possible.

As one of our third parties, you are required to self-report concerns or incidents of noncompliance involving your employees or your third parties within 24 hours of discovery. Your employees and third

parties should also report suspected noncompliance directly to PGT. All reports are confidential and can be made through any of the following channels:

You, your employees and your third-parties can also make an anonymous report, where local law permits, by utilizing the Potter confidential Ethics hotline at https://report.syntrio.com/pottersignal. The Compliance Hotline is completely anonymous and available 24 hours a day, seven days a week. When making an anonymous report, be prepared to provide sufficient information for PGT to fully investigate the matter.

You must widely publicize how to report, and you must enforce a zero-tolerance policy for retaliation or intimidation against anyone who reports noncompliance.

Consequences of Failure to Comply

Failure to comply with laws and this Code can have severe consequences for your company, our company and the people involved. In addition to potentially damaging each of our reputations, the conduct that violates the Code may also violate the law. Violations of this Code may lead to disciplinary action, up to and including termination of our business arrangements.