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Business ethics

Code of Conduct

General Statement

XVIVO is committed to increasing its value to customers, employees and shareholders by profitably providing products and services to customers. At the same time we shall uphold a high level of ethical standards and be a good citizen worldwide.

This Code of Conduct applies to all XVIVO employees and all temporary employees worldwide.

XVIVO, and its employees, shall abide by the laws of all countries in which we operate, following international and national industry codes of practice and XVIVO’s Code of Conduct. In situations where neither the law nor the Code of Conduct gives guidance, XVIVO applies its own standards based on its corporate values and culture. In cases of conflict between mandatory law and the principles contained in this code, the law shall prevail. Whenever we encounter an ethical issue, each of us has the responsibility to respond in a manner that reflects our values in action.

XVIVO shall conduct its business operations in accordance the main ethical guidelines, e.g. United Nations Universal Declaration of Human Rights www.un.org, International Labor Organization Declaration on Fundamental Principles and Rights at Work www.ilo.org, United Nations Global Compact www.unglobalcompact.org and the OECD’s Guidelines for Multinational Enterprises www.oecd.org.

Compliance with the Code of Conduct is a matter for the management team and the CEO is ultimately responsible. Every manager has an obligation, within his or her area of responsibility, to ensure that employees and business partners are informed of the contents of XVIVO Code of Conduct and the need for compliance with it. All employees within XVIVO should always set a good example.

Reports of violations of this code may be done anonymously and confidentially. XVIVO has partnered with an external service provider that provides an independent wistleblower service. Reporting on wistleblower matters should be done using the following link https://xvivo.whistlelink.com/.

Business Principles

XVIVO operates in accordance with the fundamental principle that in all our business activities and relations with customers, business partners and authorities, sound business ethics always prevail.

XVIVO has established high reporting standards, where each employee involved in the recording, processing and reporting of information is expected to safeguard its validity and correctness.

XVIVO’s policy is to understand and comply with all laws, regulations and government that apply to our businesses, and to provide accurate, relevant information and records to government regulatory bodies that are legally authorized to ask for such information.

XVIVO complies fully and in good faith with the antitrust laws and regulations as well as all applicable competition rules in countries where the company operates.

XVIVO shall evaluate and select major suppliers and subcontractors on their ability to meet the requirements of XVIVO’s Code of Conduct. XVIVO requires that all distributors abide our Code of Conduct, which will be attached to the Distributor Agreements.

XVIVO does not accept the offering, solicitation or acceptance of any form of bribes, whatever the form, method or purpose. No employee shall seek or accept any gift, entertainment or personal favor that might reasonably be believed to have an influence on business transactions or which is contrary to applicable laws or customary business practice.

Our business ethics also involves not taking political stands. XVIVO’s assets are not used to support political campaigns or candidates, or otherwise provide services to political endeavours.

Funds and other assets of XVIVO must be used only for the legitimate business of XVIVO and never for private or personal gain. Employees may not use any funds or other assets of XVIVO, either directly or indirectly, for illegal payments of any kind, including bribes or “kickbacks” of funds. All information relating to XVIVO and its funds and other assets must be recorded and reported accurately and honestly. Employees may not by purpose make false or misleading statements pertaining to any information regarding XVIVO, whether in its books and records or in any financial, environmental or other report to be submitted to a governmental agency. Further, employees may not make or approve any payment or use of assets on behalf of XVIVO with the intention or understanding that such payment or use is for any purpose other than that described by the supporting documentation, e.g. “false invoices”.

Employees are obligated, during and after employment with XVIVO, to maintain the confidentiality of, and not to use for own benefit or the benefit of third parties, proprietary or confidential information of XVIVO that employees receive or to which they are exposed during employment. Such information includes, but is not limited to, financial or operating information, personnel information, pricing, customer lists and related information, trade secrets, information about works of authorship, projects, plans and proposals, and information of third parties that XVIVO is required to maintain as confidential.

Human Rights and Working Principles

XVIVO actively strives for the continuous improvement of health and safety in the workplace. XVIVO aims to provide a safe and healthy working environment for its employees. Each task or activity should be conducted safely.

XVIVO promotes diversity and equality. Equal treatment and equal opportunities must apply to everyone regardless of sex, transgender identity or expression, ethnicity, religion or other belief, disability, sexual orientation and age. XVIVO does not accept any form of mental or physical punishment, threat of punishment, discrimination in employment opportunities or work, bullying at the workplace, or sexual or other harassment.

XVIVO shall not use forced labor and/or child labor for any of its work and shall ensure the same standing point from its business partners.

The company is committed to taking appropriate action to ensure a safe, substance-free workplace. The misuse of alcohol or illegal drugs while on company premises or business interferes with a safe and productive work environment and is prohibited. Employees are expected to perform their work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances.

XVIVO employees have the freedom to join or establish an association of free choice, to organize and to bargain collectively and individually in accordance with local laws and regulations. No employee should risk being harassed or retaliated against for exercising these rights.

XVIVO is committed to paying fair wages and benefits according to relevant standards wherever we operate.

XVIVO supports and respects fundamental human rights and shall not be complicit in human rights violations. Organ donated involuntarily or without consent are grave violation of human rights and under no circumstances may XVIVO product´s be used in operations where organs are sourced in violation of human rights

Anti-corruption and business integrity

XVIVO has a zero-tolerance policy towards any form of corruption and financial irregularity, for example bribery, kickbacks, facilitation payments, fraud, embezzlement, and money laundering. Any demand for, or offer of, a bribe or similar must be rejected immediately and reported to Xvivo’s CFO. With respect hereto and for further information, see our Policy on Anti-Corruption, Gifts and Hospitality.

Act fair in competition

XVIVO shall always compete in the marketplace with respect for and in compliance with applicable competition laws and regulations. Units and employees shall ensure that they are familiar with applicable laws, internal rules and guidelines and shall avoid any anti-competitive behaviour, such as, entering into discussions or agreements with competitors concerning pricing, market sharing or other similar activities.

The company expects its employees to follow all applicable environmental laws and regulations.

 

XVIVO Code of Conduct approved by the Board of Directors in July 2023.

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