Code of Conduct

Code of Conduct for suppliers of Herrmans Bike Components Ltd

This Code of Conduct defines the basic requirements placed on suppliers of goods and services of Herrmans Bike Components Ltd and its affiliates [hereinafter “Herrmans”] concerning their responsibilities towards their stakeholders and the environment. Herrmans reserves the right to amend the content of this Code of Conduct at any time without prior notice by publishing an updated version thereof on its webpage. Herrmans expects each of its suppliers and any sub-contractor used by its suppliers to accept, and always fully comply with this Code of Conduct, including any reasonable updates thereto.

The supplier declares herewith:

• Legal compliance
– To comply with all applicable laws and regulations.
• Prohibition of corruption and bribery
– To tolerate no form of and not to engage in any form of corruption or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.
• Respect for the basic human rights of employees
– To promote equal opportunities for and treatment of its employees irrespective of skin color, race, nationality, social background, disabilities, sexual orientation, political or religious conviction, sex or age;
– To respect the personal dignity, privacy and rights of each individual;
– To refuse to employ or make anyone work against his/her will;
– To refuse to tolerate any unacceptable treatment of employees, such as mental cruelty, sexual harassment, discrimination, or any other treatment that is coercive, threatening, abusive or exploitative;
– To provide fair remuneration to its employees and to guarantee the applicable national statutory minimum wage and other statutory employment conditions;
– To comply with the maximum number of working hours laid down in the applicable laws;
– To recognize, as far as legally possible, the right of free association of employees and to neither favor nor discriminate against members of employee organizations or trade unions.
• Prohibition of child labor
– To employ no workers under the age of 15 or, in those countries subject to the developing country exception of the ILO Convention 138, to employ no workers under the age of 14.
• Health and safety of employees
– To take responsibility for the health and safety of its employees;
– To control hazards and take the best reasonably possible precautionary measures against accidents and occupational diseases;
– To provide training and ensure that employees are educated in health and safety issues;
– To set up or use a reasonable occupational health & safety management system, which are in line with the requirements set by applicable law and regulations.
• Environmental protection
– To act in accordance with the applicable statutory and international standards regarding environmental protection;
– To minimize environmental pollution and make continuous improvements in environmental protection;
• Supply chain
– To use reasonable efforts to promote among its suppliers compliance with this Code of Conduct;
– To comply with the principles of non-discrimination regarding supplier selection and treatment.

RoHS

This section describes Herrmans requirements for RoHS compliance of suppliers.

Explanation
RoHS, Restriction of Hazardous Substances, entered into force in 2006. RoHS prohibits or restricts the use of certain heavy metals and flame retardants in electrical and electronic products in the market. RoHS restricts the use of the following substances: (2011/65/EU annex II)

SUBSTANCES Maximum allowed concentration, WT %
Lead 0.1
Mercury 0.1
Cadmium 0.01
Hexavalent Chromium 0.1
Polybrominated Biphenyls (PBB) 0.1
Polybrominated Diphenyl Ethers (PBDE) 0.1
Bis(2-Ethylhexyl) Phthalate (DEHP) 0.1
Benzyl Butyl Phthalate (BBP) 0.1
Dibutyl Phthalate (DBP) 0.1
Diisobutyl Phthalate (DIBP) 0.1

The concentration is calculated on each homogeneous material in a product. For example, a power cable must either protective plastic, insulation nor conductors exceed limits.

In 2013 an updated version, 2011/65/EU, RoHS 2, was released. RoHS 2 contains more stringent requirements regarding CE marked products and those compliance against RoHS 2. It also includes clearer demands according to supplier’s obligation to provide reliable information of meeting the requirements. Use of areas which are exceptions to the rules is specified in the Annex to the Directive. More information can be found at: http://eur-lex.europa.eu/

Requirements
The supplier is responsible to ensure that use of RoHS 2 forbidden substances over the restricted value are not present in the parts they are supplying, even if the supplied item is not classified as an electronic component. The product Herrmans uses the component in, is classified as an electronic product and must comply with RoHS. If a part includes substances over the restricted value, the part will be stopped for use immediately. If there is any doubt about the reliability in the information, Herrmans can request an analysis of the material.

REACH

This section describes Herrmans requirements for REACH compliance of suppliers.

The Supplier is always required to inform Herrmans immediately, if or when it comes to its knowledge that any SVHC is present in its products to Herrmans. SVHC list here: http://echa.europa.eu/en/candidate-list-table

Explanation
REACH-directive, Registration, Evaluation, Authorization and restriction of Chemicals, 2006/1907/EC entered into force in June 2007. The main goal of the legislation is to protect human health and the environment from risks from substances and to increase the EU’s chemical industries competitiveness and innovation. REACH is based on the principle that it is for manufacturers, importers, and downstream users to ensure to the substances they manufacture, place on market or use does not cause harmful effects on health or the environment. Substances listed on REACH Candidate list is Substances of Very High Concern, SVHC. The substances are candidates to be on Annex XIV of REACH, which means that it might be required a permit to use them. If a part or sub-part include some

substance, in concentrations ≥ 0,1 % weight in homogeneous materials, the supplier must inform the customer about it (Article 33).

Requirements

The minimum requirement is to report, if an item contains a substance listed in the REACH candidate list. Substances listed in the candidate list shall be reported with weight percentage for each homogeneous material.

Proposition 65

In 1986, California voters approved an initiative to address their growing concerns about exposure to toxic chemicals. That initiative became the Safe Drinking Water and Toxic Enforcement Act of 1986, better known by its original name of Proposition 65. Proposition 65 requires the State to publish a list of chemicals known to cause cancer or birth defects or other reproductive harm. The list contains a wide range of naturally occurring and synthetic chemicals that are known to the State of California to cause cancer or birth defects or other reproductive harm. Listed chemicals may be used in manufacturing and construction, or they may be byproducts of chemical processes, such as motor vehicle exhaust.

Proposition 65 requires businesses to notify Californians about potential exposure to chemicals in the products they purchase, in their homes or workplaces, or that are released into the environment.
Businesses are required to provide a “clear and reasonable” warning before knowingly and intentionally exposing anyone to a listed chemical. If a warning is placed on a product label or posted, the business issuing the warning is aware or believes that one or more listed chemicals is present.

Further information and complete list can be found at https://oehha.ca.gov/proposition-65

How do these requirements apply to you? You help Herrmans satisfy its obligations by:

• Helping Herrmans understand and specify where substances are present.
• Ensuring that products meet applicable regulations.
• Selecting sub-tier suppliers that are knowledgeable regarding these requirements.
• Providing specific information back to Herrmans, including whether purchased material and components contain substances named in the requirements.
o In most cases, this will require you to work with your own suppliers to collect, analyze and aggregate the data.
What you need to do:
• Review the chemicals list
• Report to us if any of the listed chemicals are present in the goods that you sell to Herrmans
o We need to know the chemical, amount and the part it is present in.

Conflict Minerals Supplement

This Conflict Minerals Supplement (hereinafter “CMS”) is an integral part of the Code of Conduct for Herrmans’ suppliers and defines the basic requirements placed on Herrmans’ suppliers of direct materials, parts, components, sub-assemblies (hereinafter “Goods”) concerning their responsibilities with respect to a conflict free sourcing of “Conflict Minerals” in order to effectively ensure that the use and sale of Conflict Minerals by Herrmans’ suppliers do not contribute to the ongoing conflict in the Democratic Republic of Congo (“DRC”) and adjoining countries. For the purposes of this CMS the following terms shall have the meaning as set out below:

• “Conflict Minerals” means columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin and tungsten (the “3Ts”), unless the United States Secretary of State determines that additional derivatives are financing conflict in the “Covered Countries”, in which case they are also considered Conflict Minerals; or any other minerals or their derivatives determined by the Secretary of State to be financing conflict in the “Covered Countries”.
• “Covered Countries” shall mean the DRC and any country that shares an internationally recognized border with the DRC. Such countries presently include Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia.
• “DRC Conflict Free” shall mean as an attribute of Goods that such Goods do not contain Conflict Minerals that directly or indirectly finance or benefit armed groups in the” Covered Countries.
• “Final Rule” shall mean the implementation rule as adopted by the U.S. Securities and Exchange Commission on August 22, 2012, pursuant to Sec. 1502 of the Dodd–Frank Wall Street Reform and Consumer Protection Act relating to the use of Conflict Minerals.

The supplier declares herewith:

• To be fully committed to ensuring that its use and sale of Conflict Minerals (whether on a stand-alone basis or contained in its Goods) do not contribute to the ongoing conflict in the Covered Countries.
• Not to supply any Goods to Herrmans that are not DRC Conflict Free.
• To duly provide to Herrmans, if requested by Herrmans, all relevant data (including also quantitative analyses) regarding the occurrence of Conflict Minerals in its Goods.
• To sufficiently verify on an ongoing basis that its Goods are DRC Conflict Free by appropriate measures such as:
– Performance of a reasonable country of origin inquiry throughout its entire supply chain (in accordance with standards that are equivalent to the requirements of the Final Rule in this regard), and/or;
– Participation in established supply chain communication processes such as the “EICC©/GeSI Conflict-Free Smelter Program”;
– To make written representations to Herrmans at least once per calendar year, and additionally within three (3) weeks upon Herrmans’ written request, that Goods are DRC Conflict Free.
– To immediately notify Herrmans in writing in case supplier should become aware of any warning signs in its supply chain that indicate that the representation in accordance with the preceding paragraph above might be no longer valid.
– To duly furnish to Herrmans, if requested by Herrmans to do so, certifications, declarations, reports, audits (including any received from supplier’s subcontractors and suppliers), and other information that sufficiently back supplier’s representation that its Goods are DRC Conflict Free.
– To use best efforts to promote among its supplier’s compliance with this CMS.

The supplier declares herewith:

We hereby declare the following:

1. We agree that Herrmans or a third party appointed by Herrmans and reasonably acceptable to us, shall be entitled (but not obliged) to conduct inspections at our premises in order to verify our compliance with the Code of Conduct.

2. In addition to any other rights and remedies Herrmans may have, in the event of (i) our material or repeated failure to comply with the Code of Conduct or (ii) our denial of Herrmans’ right of inspection as provided for in the first paragraph of this article, after providing the supplier reasonable notice and a reasonable opportunity to remedy, Herrmans may terminate any purchase agreement entered into and/or any purchase order without any liability whatsoever. Material failures include, but are not limited to, incidents of child labor, corruption and bribery, and failure to comply with the Code of Conduct’s environmental protection requirements. The notice and opportunity to remedy provision shall not apply to violations of requirements and principles regarding of the child labor as set out in the Code of Conduct or willful failures to comply with the Code of Conduct.

3. We agree that this declaration is subject to the substantive law, legal proceedings and venue which is set out in the purchase agreement and/or purchase order concluded between Herrmans and us and that, in the event no such agreement is yet established, is subject to the legal proceedings and substantive law of Finland (without reference to any of its conflict of law rules).