Supplier Code of Conduct

1. Introducton

At Emeria Res UK Newco Limited (“Emeria UK”) and its direct and indirect subsidiaries (together, the “Group” or “We”) we are committed to ethical business practices. We expect our employees and those working on our behalf to:

• act in accordance with the Group’s values and ethical standards;
• conduct business fairly, openly and transparently;
• respect our workers’ rights and those of the communities we work in;
• respect the environment and commit to sustainable business practices; and,
• comply with all applicable laws and regulations including those related to health and safety and financial crime regulations.

The entity on whose letterhead this Code is provided is a member of the Group. This Code may be applied by any entity within the Group acting in its own right.

2. Purpose of this Code

This Supplier Code of Conduct (the “Code”) provides direction and details the standards for how we engage with each other, our workers, our communities and other external stakeholders. This Code lays the foundation for a sustainable relationship built on integrity, partnership and excellence. We expect you to act in the best interests of the Group, its customers and clients. We understand that carrying on a business is not always straightforward and encourage you to speak to your primary contact if you have any concerns or questions about the content of this Code.

Acceptance and adherence to this Code is mandatory for all our suppliers; this is understood and confirmed by suppliers agreeing to and engaging in business with the Group.

3. Scope

This Code applies to any supplier working for or on behalf of the Group, including any supplier engaged in the provision of goods or services to the Group. The Supplier shall comply with the Code and shall ensure that its Workers and Subcontractors are aware of this Code and comply with it.

In this Code:

Supplier means a body corporate, partnership or individual that provides goods or services to the Group.

Worker means any individual whom the Supplier employs, hires or engages, or otherwise uses to conduct its business.

Subcontractor means the supplier’s third-party vendors, agents and subcontractors who form part of the Group’s supply chain.

4. Supplier selection and conflict of interest

As part of its selection process the Group will conduct due diligence and integrity screening on our suppliers. All Suppliers are required to declare and report any actual or potential conflict of interest prior to, or during the selection process. Should an actual or potential conflict arise at any point during the contractual relationship between the parties, Suppliers must also declare and report to their primary contact or a member of the procurement team.

Failure to identify, manage or report conflicts may breach legal requirements as well as professional and/or trade body standards. This is not consistent with our standards and may put at risk existing and future business opportunities and potentially cause damage to trust and confidence in the Group’s brands and reputation.

The Supplier must have in place a framework to proactively identify, assess, manage and report timely, actual and potential conflicts of interest in an open and transparent manner, consistent with the Group’s standards. The Supplier must always act in the best interests of the Group, its customers and clients in such situations.

The Supplier must avoid instances where any actual or perceived conflict of interest may appear to influence business decisions.

5. Workers and Human Rights

5.1. Slavery, human trafficking and child labour

The Supplier shall comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes from time to time in force, including but not limited to the Modern Slavery Act 2015 (and any successor legislation), in every part of its supply chain. This includes, but is not limited to, not supporting or engaging or requiring any forced labour, the use of child labour, bonded labour, indentured labour and prison labour.

5.2. Human rights

The Supplier shall comply with all internationally recognised human rights understood, at a minimum, as those expressed in the International Bill of Human Rights and the principles concerning fundamental rights set out in the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work from time to time in force itself and in any part of its supply chain.

5.3. Equal opportunities

The Group is an equal opportunities employer and seeks to work with like-minded suppliers. The Supplier shall not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement or any employment practice based on race, caste, colour, national origin, gender, gender identity, sexual orientation, religion, age, marital or pregnancy status, disability, union membership or political affiliation or any other characteristic other than a Worker’s ability to perform their role subject to any accommodations required or permitted by law.

5.4. Freedom of association and collective bargaining

The Supplier shall respect, and shall not interfere with, the right of Workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining in compliance with applicable laws and regulations.

5.5. Safe working environment

The Supplier shall provide a safe, healthy, and sanitary working environment and comply with UK health and safety laws and any other applicable laws where it operates. This includes, but is not limited to, implementing general and relevant industry-specific procedures and safeguards to prevent workplace hazards and work-related accidents and injuries. Where such hazards cannot be adequately prevented or controlled, the Supplier shall ensure the provision of appropriate personal protective equipment to protect against hazards typically encountered in that scope of work.
The Supplier will also protect its Workers from identified emergency risks (like fire, flooding, etc.) by adopting appropriate emergency plans, security equipment and evacuation procedures.

5.6. Working hours, wages and remuneration

The Supplier will comply with, at least, minimum legislative requirements on pay and wages, time off (including for illness/ disability and vacation), maximum working hours and rest periods, employment conditions and termination of employment.

5.7. Harassment

The Group does not tolerate any form of harassment in the workplace, including sexual harassment. The Supplier must take appropriate measures to prevent any form of harassment, from occurring in the workplace, including as part of the service provided to the Group, and provide evidence of any such measures to the Group on request.

6. Financial Crime

The Supplier shall comply with all applicable laws, statutes, codes and regulations relating to anti-money laundering, bribery, corruption and fraud (including but not limited to The Money Laundering and Terrorist Financing (Amendment) Regulations 2019, the Bribery Act 2010, Criminal Finances Act 2017 and the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”)). To that end, the Supplier shall not:

• facilitate the flow of, or conceal the origin of, criminally derived funds;

• facilitate that the Group becomes involved in the financing of terrorism;

• conduct transactions that involve the benefit, property or proceeds resulting from crime;

• accept, offer, promise, pay, permit or authorise:
  → bribes, facilitation payments, kickbacks or illegal political contributions;
  → money, goods, services, entertainment, employment, contracts or other things of value, in order to obtain or retain improper advantage; or
  → any other unlawful or improper payments or benefits.

• engage in any activity, practice or conduct that would constitute fraud or a fraud offence under section 199(6) of the Economic Crime and Corporate Transparency Act 2023;

• evade or facilitate the evasion of tax by another person anywhere in the world.

The Supplier will perform due diligence checks on third parties it works with to ensure it works only with reputable business partners who do not engage in any form of financial crime.

The Supplier will not agree to hidden arrangements, commissions, fees or rebates intended to secure business or influence a decision or provide an unfair business advantage.

6.1. Facilitation payments

Suppliers will not make any facilitation payments when acting on behalf of the Group. Facilitation or ‘grease payments’ are small value payments made to public officials to speed up a routine administrative process which the public official is obliged to perform by law.

6.2. Gifts and hospitality

Gifts and hospitality offered, given or received may be perceived as seeking to improperly influence business decisions.

Any gifts or hospitality should always be lawful, modest in nature, exchanged in an open and transparent manner and on an infrequent basis. Gifts and hospitality must not be given to, or received from, third parties by the Supplier, its Workers, agents or subcontractors on behalf of or for the benefit of the Group.

Gifts and hospitality must be avoided if there is an ongoing tender process or involves a government official.

7. Business Conduct

7.1. Honouring contracts and doing business fairly

The Supplier must abide by all contract obligations entered into with the Group. Any expected deviation from contractual terms must be communicated to and pre-agreed in writing with an authorised representative of the Group.

The Supplier must deal fairly with the Group and its customers and clients as well as its Workers, suppliers and competitors.

The Supplier must respect competitive bidding practices and must not engage in manipulation or other abuse of confidential information, unfair practices, misleading or untruthful advertising or marketing activities or any other misrepresentation of material factual information.

7.2. Protecting confidential information

Confidentiality must be respected by all Suppliers, and we expect all Suppliers to have in place policies and procedures to identify, manage and maintain confidentiality of information.

The Supplier may receive or obtain information about the Group’s business activities, contracts, transactions, projects, structure, financial situation or performance. Such information must be treated as confidential information and must not be disclosed to any other Supplier, individual or other third party, unless required to be disclosed pursuant to an existing contractual obligation, without prior written permission from the Group. If legally compelled to disclose confidential information, the Supplier must first notify the Group and provide the Group with a reasonable opportunity to challenge the disclosure request, to the extent permissible pursuant to such legal process.

Disclosure of any such information to Workers of the Supplier must also be restricted to only those who have a need to know such information and in accordance with applicable regulations and prevailing industry practices. Requesting, receiving, sharing, distributing and the use of confidential information relating to, amongst other things, competitors’ proposals, to gain competitive advantage or market awareness, is strictly prohibited.

The Supplier must immediately notify the Group if it suspects an unauthorised disclosure of confidential information and must respect confidentiality obligations even when no longer a supply partner of the Group.

7.3. Data privacy and cyber security

The Supplier shall be committed to handling and holding personal data and information responsibly and in compliance with all applicable data privacy and protection laws, both national and international. The Supplier shall maintain the levels of cyber security it has committed to and inform the Group if the information provided changes; The Supplier shall maintain its current level of accreditation or framework for cyber security and/or information security and inform the Group if this changes. If no accreditation or framework for cyber security and/or information security is in place, the Supplier shall work towards applying the “10 steps to Cyber Security” as described on the UK’s National Cyber Security Centre website, https://www.ncsc.gov.uk/collection/10-steps, or the local equivalent standard; and immediately report to the Group any cyber security incident the Supplier suffers.

The Supplier shall comply with all data protection laws and requirements (including the UK GDPR and related regulations) when processing any personal data on the Group’s behalf. The Supplier will have in place appropriate measures to protect the integrity and confidentiality of information (including information belonging to or supplied by the Group and held on its systems (which include physical and online or electronic systems) and ensure that there is no unauthorised access of the information by third parties, including its Subcontractors.

7.4. Artificial intelligence (AI)

The Supplier shall give the Group as much advance notice as possible if it proposes to use an artificial intelligence (AI) system to provide goods or services to the Group.

The Supplier shall implement and adhere to responsible and ethical practices when designing, implementing, monitoring, training, testing, deploying, or otherwise developing or using AI systems. This includes adhering to all applicable:

• Laws and regulations;
• industry requirements and standards;
• guidance and codes of practice issued by a relevant regulatory authority.

The Supplier must not use or retain the Group’s data or confidential information for the purposes of training or inputting into any AI system or model without prior written approval of the Group.

Where the Supplier uses additional service providers to develop an AI system, it must implement appropriate risk management and supervision measures to ensure that such third-party provider adheres to the standards set out in this Paragraph.

7.5. Intellectual property

The Supplier shall respect the intellectual property rights and confidential information of others and not use third-party confidential information or copyrighted materials such as software, source code, leasing information or images without authorisation.

7.6. Community engagement

The Group encourages the Supplier to engage with the communities where it operates to promote social and economic development in an ethical manner.

7.7. Representing the Group

As you are a Group supplier, third parties may view you as representing the Group. Accordingly, you and your Workers must at all times act in the Group’s and our customers’ and clients’ best interests. Importantly, this involves understanding our relevant strategic goals and priorities and delivering goods or services in a way that promotes those objectives. Additionally, as the Group’s Supplier, it is important that your Workers do not behave in a manner that may damage the Group’s or our customers’ and clients’ reputations.

7.8. Subcontracting

The Supplier shall carry out appropriate due diligence on prospective subcontractors that will form part of the Group’s upstream supply chain. Due diligence must include the following as a minimum:

• investigations into prospective subcontractors’ stance, public statements, compliance with applicable laws, including the ECCTA, and other actions on human rights, treatment of workers, anti-money laundering, bribery, tax evasion, data privacy and cyber/information security, ethical behaviour and the environment;
• risk assessments for countries from which materials, components or finished goods are sourced; and
• the prospective Subcontractor’s ability to meet the requirements and principles that are covered in this Code.

In its dealings with Subcontractors, the Supplier will ensure that agreements with Subcontractors include provisions that require the Subcontractors to comply with at least equivalent applicable provisions of this Code, having due regard to the risk profile of the transaction, the Subcontractor’s ability to comply with those provisions and the consequences where the Subcontractor fails to meet those requirements.

The Supplier will also ensure that it has measures to monitor that those Subcontractors are complying with those compliance-related provisions and that it has systems in place to address any deficiencies or breaches of those requirements.

7.9. Business continuity and crisis management

As a Supplier, you are key to the services the Group provides our customers and clients. To ensure we can fulfil our commitment to customers and clients, we expect our supply partners to have adequate business continuity plans in place to facilitate continuous service in the aftermath of an operational crisis, such as natural disasters, equipment malfunctions, power failures, terrorist acts, cyber-attacks, etc. At the Group’s request, you must disclose the elements of your relevant business continuity plans and information security systems and controls in reasonable detail.

7.10. Unethical behaviour

The Group requires the Supplier to report any unethical behaviour including fraud, theft, collusion with other third parties or Group employees, or any fraudulent manipulation of information in a timely manner.

8. Sustainability

We aim to make a positive difference in our operations and workplaces, and contribute to more sustainable ways of living, for the benefit of our customers, communities, people and the natural environment. We partner with stakeholders across the value chain to drive impactful and sustainable change. We are committed to working with you to improve your sustainability practices and help deliver on our sustainability objectives.

As a Supplier, you must comply with all applicable laws and regulations related to environment, climate and social matters. You will have in place a suitable system for managing your environmental impacts and risks. You are expected to set your own sustainability objectives, and take steps to continuously improve your performance, including in relation to the goods and services you provide to the Group.

As a supplier, we also expect you to participate in and contribute to relevant Group initiatives to drive its sustainable performance and manage sustainability risk on request. This includes reporting, upon request, any sustainability data, targets or information relevant to the Group’s sustainability targets.

9. Maintinaing Compliance with the Code

The Supplier will implement a system of training for its Workers who provide services for or on behalf of the Group to ensure that they are aware of the requirements of this Code.

The Supplier will keep a record of all training offered and completed by its Workers and shall make a copy of such record available to the Group on request.

The Supplier should set up a management system to ensure compliance with applicable laws and regulations and this Code. This documented management system should include: a commitment from senior management, identified roles and responsibilities, a risk management process, training and awareness, monitoring and audit activities, documentation and records and investigation and remediation processes.

Actual or suspected violations of this Code must be reported immediately to their primary contact or a member of the legal and compliance team.

All third parties will keep accurate books, records, and accounts in connection with the services to be performed for the Group.

10. Audit

The Group may conduct audits and inspections to verify the Supplier’s compliance with this Code. The Group has no obligation to conduct such audits or inspections.

The Supplier shall provide written confirmation to the Group, upon request, that:

• it has appropriate systems in place to monitor its compliance with this Code; and
• it is able to comply with this Code for the duration of its relationship with the Group.

The Supplier shall provide any additional subcontractor, business partner or self-certifications that are reasonably required to demonstrate compliance with all applicable laws and frameworks within the specified period of time upon written request from the Group.

11. Raising a concern and investigation

We want to work with our Suppliers to have a mutually beneficial relationship.

If you have an ethics concern or suspect any violation of this Code, our policies, or the law, please speak up so that we can take action to address the problem. We encourage you to work with your primary contact to resolve any concern; however, if you are uncomfortable speaking directly with your primary contact, please contact the Emeria UK Legal and Compliance team.

The Group maintains a non-retaliation policy; the Group does not tolerate any retaliation against an individual who raises, in good faith, a concern or reports a possible violation of this Code.