Code of Conduct for the Vy Group

1. Scope and responsibilities

The Code of Conduct applies to all employees, substitutes and consultants who represent the Vy Group (parent company and subsidiaries). To the extent appropriate, the Code of Conduct also applies to the members of governing and controlling entities in connection with their positions of office at the Vy Group.

In the context of this Code of Conduct, related parties refers to spouses and partners, relatives in a direct ascending and descending line and their spouses or partners. Related parties also refers to legal entities (companies, organisations, associations, foundations, etc.) in which the employee or any of the aforementioned parties have a controlling interest. Other special circumstances may also be of such a nature that affected parties must be deemed equal to related parties following a specific assessment.

2. Relationship to other regulations

The requirements set down in the Vy Group’s Code of Conduct are minimum requirements. The employee must ensure that they are familiar with and perform their duties in accordance with the requirements set out in this document, as well as applicable laws and regulations.

In addition to the Code of Conduct, the Vy Group has also developed separate guidelines on Corporate Social Responsibility.

3. Expertise and authority

All decisions must be made at the appropriate level and by the appropriate person within the organisation in accordance with the authorisation rules. Employees may bind the company in relation to others only to the extent that they have been assigned appropriate authority. Employees must always adhere to their assigned level of authority.

4. Duty of Confidentiality

Vy Group employees are subject to a duty of confidentiality relating to business matters or private matters that they become aware of in connection with the performance of work on behalf of the Group, unless they are legally entitled or required to disclose such information.

The duty of confidentiality also covers information about the business operations of the Group, as well as other matters of an internal and confidential nature. Confidential or classified information received as part of the employment must not be disclosed to unauthorised parties or exploited for personal gain.

The duty of confidentiality applies not only in relation to external parties, but also between individual companies within the Group and other employees within the same company who do not require access to the information for the purposes of their work. The duty of confidentiality will also apply upon termination of the employment or contractual relationship, to the extent that such information is considered confidential or sensitive in terms of competition.

5. Loyalty, impartiality and conflicts of interest

Vy Group employees must act in a way that does not impair confidence in their impartiality and must not participate in the consideration of or decisions relating to matters that involve a conflict of interest or other circumstances that could undermine confidence in their impartiality. No attempt to influence others within the Group may take place in such situations.

Conflicts of interest may involve customers, suppliers, employees and related parties. In the event of a conflict of interest, the employee must take the initiative to assess the situation and notify their immediate superior of any partiality or conflict of interest.

6. Relationships with business associates, competitors and public authorities

The Vy Group works actively to combat all forms of corruption and to ensure that no corruption occurs in connection with the Group’s business activities. Corruption includes all types of bribery and inappropriate gifts.

Vy Group employees must not contribute to actions that could put employees in a dependent situation in relation to the Group’s customers, suppliers or other associates and that could preclude objective conduct. Employees should distance themselves from all unethical business practices.

Suppliers must be treated impartially and fairly. When choosing suppliers, the Group’s established guidelines and procedures must always be adhered to.

Vy Group employees must not misuse their positions to achieve special benefits for themselves or related parties in dealings with Vy Group’s suppliers.

The Group’s competitors must always be treated in an honest and professional manner.

Vy Group employees must not cause or contribute to the breach of general and special competition rules, through e.g. unlawful price fixing, unlawful market sharing or other conduct that contravenes applicable competition law.

The Vy Group expects its suppliers and partners to comply with codes of conduct that correspond to the Group’s Code of Conduct. The Vy Group has drawn up a Code of Conduct for suppliers, which will form part of supplier agreements.

Contact with the public authorities must be appropriate and transparent. The Vy Group will not support or maintain any financial relationships with political parties, with the exception of ordinary business transactions relating to the Vy Group’s activities.

Any support of sports teams, cultural institutions and voluntary organisations will also be assessed in accordance with this Code of Conduct.

7. Information and reporting

Public information about the Group must be issued only by the Group’s executive management team or the Director of Communications, unless otherwise agreed separately. All information from the Vy Group must be verifiable and correct and must maintain high professional and ethical standards.

The Vy Group’s reporting must be in accordance with applicable laws and regulations and must provide complete, proper and correct information. All accounting information must be correct and recorded and reproduced in accordance with laws and regulations, including relevant accounting standards.

8. Gifts and other benefits

Gifts and other benefits of a personal nature that could serve to weaken the recipient’s integrity or the perception thereof to the detriment of the recipient or Vy may not be accepted.

This also applies to employees’ related parties, to the extent that such benefits are based on the employment relationship with the Vy Group. Always request clarification from your immediate superior in the event of any doubts. Benefits that have been obtained by the Group for all employees in all or parts of the country are exempt.

Travel, accommodation and/or courses to which the employee has been invited by and that are paid for by suppliers must be approved by the employee’s immediate superior. Strict requirements concerning the professional content and benefit of such activities will apply. For travel and events for which Vy Group employees are the only guests, costs should generally be covered by the Vy Group. Such travel, accommodation and/or courses should not be of such a nature that they could serve to weaken the integrity of the recipient or be perceived as such to the detriment of the recipient or the Vy Group.

Entertainment in accordance with general customs must not be of such a nature that it could influence a decision-making process.

The employee’s immediate superior must always be informed before entertaining, celebrating or offering a gift to a supplier. In the event of celebrations associated with holidays, talks, etc., customarily accepted gifts/rewards can be accepted. The value of a gift/reward must not exceed NOK 500. Any such benefits must not be accepted in quotation or negotiation situations.

Gifts extended on behalf of the Vy Group must be of a modest value. It must not be possible for there to be any doubts regarding the motivations of the Vy Group and the integrity of the recipient. Gifts may not be extended on behalf of the Group for the purpose of achieving reciprocal benefits for personal gain. Separate guidelines apply to internal celebrations.

9. Protecting and using the Vy Group’s assets

All employees must protect the Vy Group’s assets against loss, damage and misuse. Employees may not use the company’s IT equipment, materials or other property to an unreasonable extent for personal purposes or activities that are of no relevance to work. The Group’s regulations and guidelines for compliance with data security must be adhered to.

10. Private circumstances

Any involvement in external positions of trust may not be of such a scope or nature that it negatively affects the employment relationship or comes into conflict with the Group’s commercial interests. Employees of the Group may not work for, hold board positions in, operate or hold significant stakes in companies that conduct competing activities to one of the Group’s companies or that have a business relationship with any of the Group’s companies without the employer’s consent.

Positions of trust, e.g. in political or trade union organisations must be conducted in accordance with laws and agreements and must be arranged in such a way as to create minimal disadvantage on the part of the company.

11. Human dignity, equality and integration

Vy Group employees must treat everyone they come into contact with through their work or work-related activities with courtesy and respect. Employees must refrain from behaviours that may have a negative impact on colleagues, the working environment or the Vy Group. This includes any form of harassment, discrimination or other behaviour that colleagues or business associates may perceive as threatening or degrading.

The Vy Group will ensure equal treatment in connection with recruitment, promotion and continuous professional development. The Vy Group will also emphasise diversity reflecting a cross-section of society. Recruitment activities will be characterised by all applicants experiencing equal opportunities for employment, regardless of age, gender, disability, sexual orientation or religious, ethnic and cultural background.

Employees on business trips or other assignments on behalf of the company must refrain from purchasing sexual services.

12. Whistleblowing/notification of infringements

The Vy Group has drawn up procedures for whistleblowing in accordance with the Norwegian Working Environment Act. Whistleblowing must take place in the event of misconduct in the company that involves the infringement of:

• Penal provisions
• Other statutory orders or prohibitions
• Established instructions and guidelines, including the company’s Code of Conduct

Misconduct in the company that contravenes the general perception of what is safe or ethically acceptable may also be reported.

Whistleblowing should normally take place in accordance with the reporting line. Alternatively, whistleblowing may take place in writing to the Chief Safety Representative or Chief Legal Counsel. Whistleblowing relating to misconduct on the part of the Group CEO or other members of the executive management team must be reported in writing to the Chair of the Board of Directors of the Vy Group.

Please also refer to the adopted whistleblowing procedures relating to misconduct.

13. Follow-up and sanctions

Managers at all levels have a special responsibility for ensuring that their own conduct and the conduct of their subordinates is in accordance with regulations. Individual employees must always consider whether their actions are in accordance with the rules. If there is any doubt as to whether an action is ethically defensible, the employee should refrain from the carrying out action or raise the matter with their immediate superior.

Board members and executive managers at the Vy Group at levels 1–3 must submit self-declarations to confirm that systematic work is being undertaken within their respective areas of responsibility to ensure compliance with the Vy Group’s Code of Conduct and Corporate Social Responsibility. This also applies to any subsidiaries. In the self-declarations, board members and managers must provide an overview of their own and their related parties’ ownership interests and any management or board positions in companies, organisations, etc. that have any business relationships with the Vy Group.

Anyone who violates Vy Group rules or guidelines must be prepared to face sanctions corresponding to the nature and scope of the violation and, in extreme cases, face separation of the employment relationship through termination or dismissal.