Introduction

Norsk Titanium is committed to conducting business in a responsible and ethical manner by promoting core values of respect for human rights, labour, environment, and anti-corruption practices through responsible and sustainable procurement. We expect the same commitment from our suppliers and business partners. Norsk Titanium is determined to ensure the highest possible standards of corporate responsibility and sustainability throughout all its operations, centred on our supply chain activities. This Supplier Code of Conduct (“Supplier Code of Conduct”) outlines our expectations and standards for our suppliers. We strongly encourage our suppliers to go beyond just compliance and draw on internationally recognised standards to advance social and environmental responsibility and business ethics. All suppliers shall abide by and flow down the following items their own suppliers.

General Disclaimer

This Supplier Code of Conduct is in no way intended to conflict with or modify the terms and conditions of any existing contract. Unless otherwise stated in such contract, in the event of a conflict, suppliers shall adhere to the contract terms.

Compliance with Laws

Suppliers must comply with all applicable laws and regulations, including but not limited to, the Norwegian Transparency Act.

Business Integrity and Ethical Conduct

A. Anti-Corruption and Bribery

Suppliers must conduct their business with integrity and honesty. This includes, but is not limited to, refraining from any form of corruption, bribery, fraud, and collusion.

All suppliers are required to refrain from offering or making any improper payments of money or anything of value to government officials, political parties, candidates for public office, or other persons. This includes a prohibition on facilitation payments intended to expedite or secure performance of a routine governmental action like obtaining a visa or customs clearance, even in locations where such activity may not violate public law. Personal safety payments are permitted where there is an imminent threat to health or safety. Suppliers are expected to conduct reasonable due diligence to prevent and detect corruption in all business arrangements, including partnerships, joint ventures, and the hiring of intermediaries such as agents or consultants.

Suppliers must not offer any illegal payments to, or receive any illegal payments from, any customer, supplier, their agents, representatives, or others. The receipt, payment, and/or promise of sums of money or anything of value, directly or indirectly, intended to exert undue influence or confer an improper advantage is prohibited. This prohibition applies even in locations where such activity may not violate applicable law.

B. Competition Law

Suppliers must not fix prices, rig bids, or engage in any illegal collusive activity with their competitors. They must not exchange current, recent, or future pricing information with competitors. Suppliers must not participate in a cartel.

C. Gifts & Hospitality

Norsk Titanium expects suppliers to compete on the merits of their products and services. The exchange of gifts and hospitality must not be used to gain an unfair competitive advantage or give the impression that an advantage is being conferred. In any business relationship, suppliers must ensure that the offering or receipt of any gift or business courtesy is permitted by law and regulation, and that these exchanges do not violate the rules and standards of the recipient’s organisation and are consistent with reasonable marketplace customs and practices.

D. Insider Trading

Suppliers and their personnel must not use any material or non-publicly disclosed information obtained during their business relationship with Norsk Titanium as the basis for trading or for enabling others to trade in the stock or securities of any company.

Human Rights

All Norsk Titanium’s suppliers are expected to treat their employees with respect and dignity, encourage diversity, remain receptive to diverse opinions, promote equal opportunity for all, and foster an inclusive and ethical culture, in accordance with the relevant International Labour Organisation Conventions.

Suppliers must respect the human rights of their employees and ensure that their operations do not contribute to human rights violations. This includes, but is not limited to, eliminating child labour, forced labour, and discrimination. Suppliers must also ensure that their employees work in safe and healthy conditions.

A. Child Labour

All suppliers must ensure that child labour is not used in the performance of work or services. The term “child” refers to any person under the minimum legal age for employment where the work is performed.

B. Human Trafficking and Modern Slavery

We fully support the elimination of human trafficking and slavery from our supply chain and do not tolerate any trafficking in persons anywhere in the world. All suppliers must adhere to regulations prohibiting human trafficking and comply with all applicable local laws in the country or countries in which they operate. Suppliers must refrain from violating the rights of others and address any adverse human rights impacts of their operations.

C. Fair Pay and Benefits

Suppliers must pay workers at least the minimum compensation required by local law and provide all legally mandated benefits. In addition to payment for regular hours of work, workers must be paid for overtime at such premium rate as is legally required or, in those countries where such laws do not exist, at last equal to their regular hourly payment rate. Deduction from wages as a disciplinary measure shall not be permitted.

D. Diversity and Inclusion

All suppliers are expected to foster a diverse and inclusive work environment where employees are treated with dignity, respect, and fairness, regardless of their race, colour, religion, sex, age, ethnic or national origin, disability, sexual orientation or preference, gender identity, marital status, citizenship status, political preference, or other personal characteristic.

All suppliers are expected to provide equal employment opportunity to employees and applicants for employment without discrimination and comply with all non-discrimination laws and regulations.

E. Harassment

Suppliers are expected to ensure that their employees are afforded an employment environment that is free from physical, psychological, sexual, and verbal harassment, intimidation, or other abusive conduct.

ESG (Environmental, Social and Governance)

Suppliers must operate in an environmentally responsible manner. This includes, but is not limited to, reducing their carbon footprint, minimising waste, and using environmentally friendly materials through the efficient consumption of resources, prevention of pollution, recycling and the proper treatment of waste generated by any supplier related operations.

Suppliers should protect the health, safety, and the welfare of their employees, contractors, visitors, and others who may be affected by their activities.

Suppliers shall comply with all applicable environmental, health and workplace safety laws and regulations.

Record Keeping

Suppliers must also maintain accurate records and accounts. All records, regardless of format, made or received as evidence of the business relationship between: (i) the supplier and Norsk Titanium; and (ii) the supplier and its business partners, must fully and accurately represent the transaction or event being documented. Records should be retained based on the applicable retention requirements.

Confidential Information and Intellectual Property

Suppliers shall have in place appropriate technical and organisational processes and procedures to safeguard confidential, proprietary, and personal information of Norsk Titanium and of relevant third parties (“Confidential and Proprietary Information”). Confidential and Proprietary Information should only be used for the business purpose for which it was provided unless there is prior authorisation from the owner of the information.

Suppliers must comply with all the applicable laws governing intellectual property rights assertions, including protection against disclosure, patents, copyrights, and trademarks.

Trade Compliance

A. Import

Suppliers must ensure that their business practices are in accordance with all applicable laws, directives and regulations governing the import of parts, components, and technical data.

B. Export

Suppliers must ensure that their business practices accord with all applicable laws, directives and regulations governing the export of parts, components, and technical data. Suppliers shall provide truthful and accurate information and obtain export licences and/or consents where necessary.

C. Conflict Minerals

Suppliers must comply with applicable laws and regulations regarding conflict minerals which include tin, tungsten, tantalum, and gold. Additionally, suppliers should establish a policy to ensure that the tin, tungsten, tantalum, and gold which may be contained in the products they manufacture do not directly or indirectly finance or benefit armed groups that are perpetrators of serious human rights abuses. Suppliers should exercise, as may be directed by law, due diligence on the source and chain of custody of these minerals and therefore at a minimum require the same from their next tier suppliers.

D. Counterfeit Parts

Suppliers are expected to develop, implement, and maintain effective methods and processes appropriate to their products to minimise the risk of introducing counterfeit parts and materials into deliverable products. In addition, suppliers shall provide notification to recipients of counterfeit product(s) when warranted and exclude them from the delivered product.

Reporting

Suppliers must promptly report any violations of this Supplier Code of Conduct to Norsk Titanium either directly to Nork Titanium’s supply chain team or via Nork Titanium’s ethical hotline www.norsktitanium.ethicspoint.com.

Norsk Titanium expects that its suppliers provide their employees with avenues for raising legal or ethical issues or concerns without fear of retaliation. Suppliers are also expected to take action to prevent, detect, and correct any retaliatory actions.

Supply Chain Management

Suppliers are expected to establish management systems proportionate to the size and nature of their business to support compliance with laws and regulations, in addition to the requirements provided within this Supplier Code of Conduct. Suppliers are encouraged to implement their own written code of conduct and to flow down their principles to their own suppliers. Norsk Titanium expects its suppliers to maintain effective programmes to encourage their employees to make ethical, value driven choices in their business dealings - beyond compliance with laws, regulations, and contract requirements.

Suppliers must ensure that their own suppliers and subcontractors comply with the requirements of this Supplier Code of Conduct.

Consequences of failure to comply with this Supplier Code of Conduct

Norsk Titanium reserves the right to terminate any supplier relationship if the supplier fails to comply with this Supplier Code of Conduct. By agreeing to do business with Norsk Titanium, suppliers are acknowledging their acceptance and commitment to comply with this Supplier Code of Conduct.

Rev. 01, 10 May 2023