As a stockist and manufacturer of high-quality components, providing unrivalled service and technical expertise supporting customers in the U.K. and Worldwide, Shoal Group recognises the constantly changing global business environment. As a subsidiary of Diploma PLC, we work with suppliers to form mutually beneficial business partnerships whilst also looking to meet the core values of Delivering Value Responsibly.

 Our code of conduct sets out Shoal Groups' expectations for all suppliers and supplier sub-contractors to maintain high standards of ethics & compliance across all of its operations. Suppliers are required to acknowledge and sign this document and adhere to the minimum standards of behaviour stated below.

Supplier Code of Conduct

Legal Compliance

All suppliers are required to comply with all applicable national and international laws and regulations including without limitation:

• regulations aiming to protect human rights, health, the environment, anti-trust, data protection, international trade compliance, workplace safety, and

• regulations aiming to combat corruption, money laundering and terrorism.

Conflict of Interest

All suppliers are required to:

• have processes in place to avoid conflicts of interest and provide a mechanism for employees to report potential conflicts of interest between them, or any relative, close friend or associates of the Diploma Group,

• notify Shoal Group without delay of any conflicts of interests or potential conflicts of interest including but not limited to:

  o   family and personal relationships with Diploma Group employees,

  o   others acting on the behalf of Diploma Group,

  o   previous employment with Diploma Group, or any other interest by relevant persons in the business which may (or which appears likely to) affect impartial decision making.

Fair Competition

Fair competition is good for business, driving innovation and improving services. Antitrust and competition laws ensure a fair and competitive free market system in which no one company has a monopoly on a product or service.

All suppliers are required to comply with antitrust and competition laws. For example, under these laws, certain actions are prohibited such as:

• agreeing prices with competitors,

• agreeing with competitors to boycott a supplier or customer,

• sharing competitively sensitive information with other competitors,

• entering a business arrangement or strategy with the intention of harming a competitor,

• using your size to create an unfair advantage

Government Sanctions & Anti-Money Laundering

Shoal Group is governed by international trade laws in the UK and similar regulations in other countries. These laws prohibit us from doing business with or supporting criminals, terrorists, prohibited parties and money launderers trying to hide illicit funds. Suppliers should always be sure to comply with all applicable anti-money laundering and counterterrorism financing laws, and only accept funds from legitimate sources.

Complying with Tax Rules

Shoal Group has a zero-tolerance attitude to all forms of tax evasion. We are committed to ensuring full compliance with all statutory obligations and to conducting our business affairs to ensure that we do not engage in or facilitate any form of tax evasion. All suppliers are required to:

• comply with the Diploma Anti-Facilitation of Tax Evasion Policy as if it applied to the supplier, or have equivalent principles in place through its own policies ,

• not engage in or facilitate in any form of tax evasion, either directly or through any third-party, or any activity designed, or can reasonably be construed as being designed, to perpetuate a fraud.

Employment Standards

Shoal Group follow internationally recognised employment standards and expect all business partners to act responsibly and follow the below principles -

• Forced Labour - To prohibit the use of any forced, bonded or involuntary labour. Workers shall not be required to lodge "deposits" or their identity papers with their employer and are free to leave their employer after reasonable notice.

• Child Labour - To prohibit the recruitment of child labour and conform to the provisions of the relevant International Labour Organization (ILO) standards.

  To participate and contribute to programs that provide for the transition from any child found to be performing child labour in your supply chain.

• Working Hours - To ensure working hours comply with the applicable national statute and collective agreements.

• Fair Remuneration - To comply with all national regulations or industry standards on pay and benefits for a standard working week.

• Discrimination - To make no discrimination in hiring, compensation, access to training, promotion, termination or retirement based on age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex or sexual orientation.

• Harassment - To prohibit unwanted conduct related to a relevant protected characteristic (age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex or sexual orientation) that has the purpose, or effect of violating someone's dignity or creating an intimidating, hostile, degrading, humiliating or offensive working environment

• Free Association of Employees - To respect workers' rights, without distinction, to have the right to join or form trade unions of their choosing and to bargain collectively.

Anti-Bribery and Corruption

Any form of bribery is strictly illegal under the U.K. Bribery Act 2010, and Shoal Group is committed to upholding all relevant laws relating to anti-bribery and corruption.

This Code of Conduct sets out a zero-tolerance approach to Bribery and Corruption. It forbids any business partners to engage in activities that would violate any applicable statute, directives and regulations relating to bribery, corruption or illegal payments.

Shoal Group will not, and you should never offer any form of facilitation payment on our behalf, even where it might be common practice or permitted by local law. Facilitation payments are (usually) small amounts of money paid to public officials to speed up a process that they are already duty-bound to provide.

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 improper advantage is prohibited.

Suppliers are expected to employ reasonable due diligence when

entering business relationships to detect and prevent all forms of corruption. Suppliers will not use third-parties or business partners as a channel to make improper payments and are expected to provide notification to all affected parties if an actual or potential conflict of interest arises.

As part of the Diploma PLC group of companies, we support the group's corporate responsibilities and follow the guidelines set out in the Diploma Anti Bribery and Corruption Policy

All Diploma Corporate Responsibility policies can be found here: https://www.diplomaplc.com/about-us/governance/policies/

Health and Safety

All our suppliers are expected to have in place minimum requirements as set out in the Diploma Health & Safety Policy as if it applied to the supplier, or have equivalent principles in place through its own policies. Specifically, suppliers are required to:

• have a Health and Safety Policy signed by the head of the organisation.

• provide a safe and healthy working environment for all employees including providing appropriate personal protective equipment where applicable,

• have policies and procedures in place to prevent accidents and injury when undertaking duties related to supplier’s business,

• · provide training and education for all workers on health and safety issues,

• take all commercially reasonable steps to minimise detrimental effects of supplier’s business and operations on the environment,

• ensure all products and services supplied to Shoal Group businesses are safe when put to intended use used according to supplier specifications and provide on request all relevant safety data sheets

• To operate in full compliance with all applicable statutes, rules and regulations in the respective countries in which they operate.

• Shoal Groups' preference is for its partners to adopt an appropriate occupational health and safety management system and are encouraged to gain the appropriate third-party accreditation such as ISO45001.

Sustainability

Environmental matters are a key aspect of our business activities. Our strategic focus is to work to limit our environmental impacts and tackle climate change, so ensuring we deliver value responsibly.

Shoal Groups' preference is for its partners to adopt a formal environmental management system accredited to an internationally recognised standard such as ISO14001 by a third party.

We encourage suppliers to do everything to reduce excess primary and secondary packaging and implement the use of packaging containing a minimum of 30% recycled content. We promote engagement and communication between ourselves and our partners to meet our sustainability goals.

All suppliers are required to:

• operate in full compliance with all applicable environmental statutes, rules and regulations in the respective countries in which they operate.

• comply with the Diploma Environment Policy as if it applied to the supplier, or

• have equivalent principles in place through its own policies.

Specifically, the supplier should endeavour to:

• conserve energy and natural resources, prevent pollution and environmental incidents and promote sustainable transportation, production and consumption,

• reduce scope 1,2 and 3 Green House Gas emissions,

• reduce waste, increase recycling and minimise waste to landfill,

• reduce packaging use and increase recycled and recyclable packaging where appropriate,

• to provide packaging data for the Extended Producer Responsibility (EPR) for packaging of all their products supplied to Shoal Group

• set targets to continually improve environmental performance. Where appropriate suppliers should adopt Science Based Targets to reduce their Scope 1 and Scope 2 Greenhouse Gas emissions and to address Scope 3 emissions in their supply chain.

• These targets should be aligned with the current guidance from the Science Based Targets initiative (SBTi) and where possible approved by the SBTi.

• Where appropriate, preference will be given to suppliers with or committed to Science Based Targets and where possible Shoal Group will work with suppliers to encourage and facilitate this.

Quality Management

As a minimum standard, have a Quality Policy signed by the head of the organisation

Established a defined set of procedures in the form of a quality manual and set targets while adopting a culture of continual improvement through its supply chain.

Quality records must be kept as evidence in the event of a product failure and further investigation.

Shoal Groups' preference is for its partners to implement a formal Quality management system that a third party accredits to an internationally recognised standard such as ISO9001.

Conflict Minerals

On August 22nd 2012 the U.S. Securities and Exchange Commission (SEC) adopted the Conflict Minerals provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 1502. The rule requires SEC listed companies to disclose annually whether tin, tantalum, tungsten or gold in their products originate in the Democratic Republic of the Congo (DRC) or adjoining countries and if “Conflict Minerals are necessary to the functionality or production of a product manufactured”.

Shoal Group is committed to a socially responsible supply chain and in order to create transparency Shoal Group promotes the traceability of these minerals in the supply chain.

Shoal Group encourages our suppliers & sub-contractors to support these efforts and make information on the origin of their product components available upon request.

Product compliance

To ensure that the products supplied to Shoal Group comply to the directive of the European Parliament, Council on the Restriction of the Use of Certain Hazardous Substances in Electronic Equipment (European Directive 2011/65/EU RoHS2 & Directive (EU) 2015/863) and the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Regulations 2012.

To fully comply with REACH Regulations EC1907/2006, which requires article suppliers to inform recipients if an article contains a Substance of Very High Concern (SVHC) in excess of 0.1% by weight. Suppliers should keep up to date with the latest Candidate list of substances which can be found at https://echa.europa.eu/candidate-list-table and to notify Shoal Group on any change in article content of the products supplied by them.

To fully comply with Regulation (EU) 2019/1021 as amended by the Persistent Organic Pollutants (Amendment) (EU Exit) Regulations 2020 and the Persistent Organic Pollutants (Amendment) (EU Exit) Regulations 2022) (“POPs Regulation”).

The following documentation is to be made available upon request to demonstrate compliance:

• a Declaration of Conformity

• a record of the related conformity assessment procedure

• any other production control documentation, such as test reports

• full material disclosures

Whistleblowing

We are committed to an open and accountable culture where employees and others can express concerns in the knowledge they will be taken seriously and treated fairly without retaliation.

The Diploma Whistleblowing Policy encourages reporting of concerns about an illegal act or a breach of our Code of Conduct.

If you become aware, or have reason to suspect, that unethical, illegal or other improper circumstances or behaviours connected to any Diploma business are contemplated, occurring, or may have occurred, you are encouraged to raise your concerns in a timely manner using our Confidential Hotline. Reports will be treated in accordance with our Whistleblowing Policy acknowledged and acted upon as appropriate

Supplier Code of Conduct Declaration

Shoal Group is committed to working with companies who meet the requirements and standards in our Supplier Code of Conduct. Please sign below to confirm that:

• you are duly authorised to sign this acknowledgement form on behalf of your Company;

• you have read and understood, and agree that your Company will comply with the requirements set out in the Supplier Code of Conduct;

Authorised signatory