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CODE OF CONDUCT JUNE 2019

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This Code of Conduct defines the standards of conduct that Traxys expects from all of its employees in the performance of their duties for Traxys.

1. Values and Expectations

Traxys is committed to conducting its business with integrity and in accordance with sound and sustainable business practices, while creating and maintaining relationships of trust with its employees, commercial partners, shareholders and government authorities. Our conduct impacts our reputation, public confidence in our business and our financial strength.

All persons acting on behalf of Traxys are to perform their activities in an ethical way in accordance with all applicable laws and regulations and with the standards set out in this Code of Conduct as well as its current and future policies, guidelines and procedures.

In matters not covered by this Code of Conduct or other policies, guidelines and procedures, Traxys employees, as well as consultants, contractors and all other persons acting on behalf of Traxys, must always strive to exercise good judgment, care and consideration.

Reference in this Code of Conduct to Traxys should be understood as Traxys Sarl, and its direct or indirect, wholly- and majority-owned subsidiaries.

2. Scope and responsibility

The Code of Conduct applies to all employees including temporary personnel of Traxys throughout the world, as well as consultants, contractors and all other persons acting on behalf of Traxys.

Each employee shall receive a copy of this Code of Conduct and shall review it carefully. It is the duty of each employee to have a clear knowledge and understanding of his or her obligations under this Code of Conduct, taking into account the nature of his or her involvement in the business of Traxys, and to ask for help when in doubt. It is the duty of Traxys management to promote and monitor compliance with the Code.

Violation of this Code of Conduct will not be tolerated and may lead to internal disciplinary actions up to and including dismissal. Each case shall be approached objectively with full recognition of the circumstances.

3. Business integrity and non-retaliation

Traxys actively encourages and expects responsible conduct,

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integrity and sound business practices.

Traxys’ reputation for integrity depends upon the actions of its employees and all other persons acting on Traxys’ behalf. If you believe that you or others such as an employee, manager, client, supplier or other third party may have, while acting with or for Traxys, violated the law or a Traxys policy (including, but not limited to, this Traxys Code of Conduct) or otherwise engaged in misconduct, you must notify your manager, the Legal Department or Human Resources promptly. If you are in a managerial position, you have an additional responsibility to take appropriate steps to stop any misconduct that you are aware of and to prevent its recurrence.

If you believe your concern has not been appropriately handled or investigated or you believe your concern will be more effectively handled through other channels or would prefer to report your concern anonymously, you may contact the Integrity Hotline that is operated by an independent third party by using the following confidential telephone number or website: +1 855-389-9171www.traxys.ethicspoint.com.

Concerns reported will be treated as confidentially as reasonably practicable. Traxys will not retaliate against any employee for reporting, in good faith, any integrity concerns or any suspected breach of the law, this Code or the Company’s policies. Traxys prohibits retaliation against any person who participates in an investigation of suspected misconduct.

4. Personal conduct

Each Traxys employee is expected to conduct business and generally behave, honestly, responsibly and respectfully towards business associates, colleagues, and others. This includes being sensitive to and respecting foreign cultures and customs.

Traxys does not accept any form of harassment, discrimination or other similar behavior.

5. Equal opportunities

Traxys is committed to an inclusive work culture and appreciates and recognizes that all people are unique and valuable and should be respected for their individual abilities. Traxys does not accept any form of harassment or discrimination on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability, sexual orientation, marital status, age or political opinion, or any other category or characteristic protected by law. US-based employees and all employees present in the US or supervising employees in the US

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must observe Traxys’ Anti-Sexual Harassment Policy.

Traxys shall provide equal employment opportunity and treat all employees fairly. Traxys employees and business units shall only use merit, qualifications or other professional criteria as a basis for employee-related decisions in Traxys, regarding for instance recruitment, training, compensation and promotion. They shall also show commitment to developing programs and actions to encourage a diverse organization based on the principle of equal opportunity.

Traxys does not prohibit family members of existing employees from being engaged or hired, unless prohibited by law and provided that they are evaluated objectively on the same basis as all other candidates.

6. Fair trading
6.1 Competitors

Traxys aims to outperform its competitors fairly and honestly. Traxys will not disseminate misinformation which could denigrate the image of any of our competitors.

Traxys will not attempt to acquire information from competitors through dishonorable or illegal means, such as industrial espionage, breaching confidentiality agreements, or using customers or past or present employees as conduits.

6.2 Customers and suppliers

Relationships between Traxys and its partners are founded on the principles of fairness, loyalty and mutual respect. Traxys shall strive to assure that all business is performed according to these principles.

Traxys shall not misrepresent material facts in order to gain advantage in business.

Traxys shall not discriminate among customers or suppliers for reasons that are not purely commercial or professional. All providers offering the same services shall be fairly considered.

7. Conflict of interest and integrity

7.1 Conflict of interest

As part of your employment or other association with Traxys, you have a duty of loyalty to Traxys.

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A conflict of interest exists when a person’s personal interest or position in a transaction or situation interferes or has the potential to interfere in any way with the interests of Traxys.

Specific situations and examples where conflicts of interest can arise include (i) outside activities (including trading activities) and employment, (ii) improper financial interests such as owning a direct or indirect interest in a customer or supplier while in a position to direct Traxys business towards it, (iii) doing business with friends or family, (iv) corporate opportunities and (v) bribes and kickbacks, including receiving fees, commissions, discounts, gifts, entertainment, favors or services. Conflicts of interest may present themselves indirectly when an employee’s family members or friends do any of these.

The exchange of gifts and entertainment is an area where conflicts of interest may arise. Transparency and best judgment must be exercised to avoid undue influence or creating the appearance of impropriety or wrongdoing. Traxys employees shall not seek to obtain advantages for themselves or related persons that are improper or in any other way jeopardize Traxys’ interests.

Transparency, achieved by disclosure, is critical in a conflict of interest situation. Traxys employees, representatives and third parties acting on behalf of Traxys must promptly disclose any actual, potential or perceived conflict of interest with, in the first instance, their supervisor. If disclosing to a supervisor is not practical or effective in the circumstances, then disclosure shall be made to Human Resources or the Legal Department. Upon disclosure, the actual, potential or perceived conflict of interest can be addressed in an appropriate manner and any associated risks mitigated.

If you learn of an actual, potential or perceived conflict of interest, you must disclose or report the situation promptly. You are protected from retaliation in accordance with Traxys’ Business Integrity and Non-Retaliation Policy.

7.2 Family members working in the industry

Traxys employees may find themselves in a situation where someone with whom they have a familiar or close personal relationship is working for a competitor, a supplier or customer. Such situations require prompt disclosure and heightened sensitivity to concerns about security, confidentiality and conflicts of interest.

There are several factors to consider in assessing such a situation, including the relationship between Traxys and the other company; the nature of your responsibilities at Traxys and those of the other person; and the access each of you has to your respective

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employer’s confidential information.

7.3 Bribes, gifts and favors

No employee shall offer, promise or give anything of value or undue advantage to a public official (or other third party) to make the official act or refrain from acting in relation to the performance of her/his official duties in order to obtain or retain business or other benefit. This applies regardless of whether the value or advantage is offered directly or indirectly through an intermediary. Please refer to Traxys’ Anti-Bribery Policy and FCPA Manual for more detailed guidance.

Traxys employees are not allowed to accept from business associates monetary or other favors that may affect their integrity or independence. Gifts or other favors to business associates shall comply with locally accepted good business practice. Gifts and other favors can only be given or granted if (i) they are given in a transparent manner, (ii) they are modest both with respect to value and frequency, and (iii) the time and place are appropriate.

7.4 Financial interests in other businesses

Traxys employees and members of their immediate families should avoid having a personal ownership or financial interest directly or indirectly whether as an investor, lender, employee or other service provider, in any other enterprise if it can compromise their loyalty to Traxys.

Before a Traxys employee makes an investment in a company that he or she reasonably knows is a competitor of Traxys or conducts business with Traxys (such as, and without limitation, a supplier or customer), he or she shall consult his or her supervisor. Special attention should in all circumstances be given to potential conflicts of interest as described in section 7.1.

7.5 Activities with a competitor, supplier or other business associates

Before engaging in any activity which promotes the interests of a company or individual known as a competitor, a customer, a supplier or other business associate of Traxys (including serving on the board of such company), employees must disclose the proposed activity and obtain the written approval of their supervisor.

No employee may market products or services which can reasonably be deemed to be in competition with Traxys’ business activities.

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7.6 Prohibition on insider trading

Ethics, Company policy and the law prohibit any employee from trading clients’ securities, either personally or on behalf of another, while in possession of material non-public information concerning such clients, or from communicating any such material non-public information to others. This conduct is frequently referred to as “insider trading.” The United States and other countries in which the Company does business impose civil and criminal penalties for violations of insider trading rules. The Company prohibits insider trading (or tipping) by any of its employees, regardless of the marketplace in which the securities trade or the country in which the employee resides.

As a general rule, insider trading is:

• •

Trading by an insider while in possession of material non- public information, or

Trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

Communicating material non-public information to others.

The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person who has a relationship with the company may be considered an “insider.” For example, the company may be a temporaryinsider of a company it advises or for which it performs other services under circumstances where the entity anticipates that Traxys will treat information shared with it as confidential.

If the Company receives information from a client that is subject to a confidentiality or non-disclosure obligation, it should be presumed that the Company possesses material non-public information of such client.

7.7 Safeguarding assets and records

Safeguarding assets and records of Traxys, its suppliers, customers and other business associates is the responsibility of all Traxys employees. All such assets shall be used and maintained with care and respect while guarding against waste and abuse.

The use of Traxys’ time, materials, financial assets or facilities for purposes not directly related to Traxys business is prohibited without authorization. The same applies to the removal or borrowing of Traxys assets without permission.

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Traxys’ computers, networks, telephones, communications systems, and other electronic and IT resources are intended for business purposes only (except for limited personal use). Each employee is responsible for using these resources and systems in a productive, ethical and lawful manner. Each employee must comply with the policies from time to time established by Traxys regarding the appropriate use of and access to Traxys’ electronic resources and communications systems. E-mail and other records on Traxys’ systems are the property of Traxys, and Traxys has the right to monitor and use e-mails and other records on Traxys’ systems to the extent not prohibited by applicable law.

For more guidance and detail on this matter, please refer to Traxys’ Electronic Resources and Communications Policy.

8. Confidentiality

Information is one of the most valuable assets of Traxys. As an employee, you may learn and have access to confidential or proprietary information of or about Traxys or its clients or other stakeholders. During and after employment with Traxys, such confidential information may not be disclosed to individuals outside Traxys other than for legitimate business purposes, and may be shared with other employees only as needed in the ordinary course of your duties. You may not, at any time, use this information for your own benefit or the benefit of a third party.

Employees are bound by and required to adhere to all confidentiality and similar agreements Traxys may enter into with its counterparties. If an employee providing services to a counterparty is not familiar with the terms of such an agreement with that counterparty, the employee should request a copy of the applicable portions of such agreement from his or her supervisor.

After leaving Traxys’ employment, you may not take, use, publish, or in any way disclose, without Traxys’ prior written consent, any confidential or proprietary information or trade secrets of Traxys or its clients, employees, suppliers, or other business partners. In the event of a breach or threatened breach of these confidentiality provisions, Traxys shall be entitled to obtain an injunction against such disclosure, in whole or in part, in addition to any other remedies that it would otherwise be entitled to pursue.

All records, documents, computer files, and the like that you have access to during the course of your employment that relate to the business of Traxys or any of its clients, services, processes, research, business plans, or employees, remain at all times the exclusive property of Traxys. After your employment is terminated, all such

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material must remain at Traxys, or, if previously removed from our premises, be promptly returned.

9. Compliance
9.1 Compliance with laws
general

Traxys conducts business globally and is subject to the laws and regulations of the many jurisdictions in which it conducts business. It is the duty of all employees, and other persons acting on behalf of Traxys, to understand the laws applicable to their responsibilities and to comply with both the spirit and the letter of those laws, avoiding not only actual misconduct but also the appearance of impropriety. Violation of applicable laws may result in severe civil and criminal penalties for Traxys and the individuals involved, as well as disciplinary action taken by Traxys, up to and including termination of employment.

If unclear about the application of the law to specific responsibilities or circumstances, or unsure about the legality or integrity of a particular course of action, the relevant individual must seek the advice of a supervisor or the Legal Department. Employees will be held personally responsible for improper or illegal acts committed during their employment or association with Traxys. No employee shall assist in the breach of any applicable laws or regulations by his or her business associates or other third parties, whether or not it constitutes an illegal act, and whether or not it is illegal for Traxys or such employee as an individual.

All agents, consultants, suppliers and other third parties contributing to Traxys’ business or doing business on Traxys’ behalf represent Traxys directly or indirectly and, as such, are expected to uphold Traxys’ high standards and values at all times. This includes adherence to the standards set forth in this Code of Conduct as applicable and compliance with applicable law.

Traxys employees are responsible for the selection, supervision and management of agents, consultants, suppliers and other third parties and to take appropriate steps for such third parties to uphold Traxys’ standards, adhere fully to the law and safeguard Traxys’ reputation.

9.2 Human rights

Traxys recognizes, respects and values the dignity and the rights of all individuals. Traxys condemns and does not tolerate any violation of human rights or child or forced labor laws. It is also Traxys’ policy to source minerals and metals in a transparent, ethical and responsible manner and that have been extracted or produced without unlawful

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child or forced labor or other human rights abuses.

For more guidance and detail on this matter, please refer to Traxys’ Conflict Minerals and Responsible Sourcing Policy Statement.

9.3 Antitrust and competition

In performing their duties, Traxys employees must ensure that Traxys conducts its business in compliance with applicable antitrust and competition laws.

It is each employee’s duty to seek, in due time and on a case-by- case basis, appropriate advice from legal counsel in all matters that may involve risk of antitrust or other anti-competitive exposure for Traxys.

9.4 Maintaining records

Traxys is committed to transparency and accuracy in all of Traxys’ dealings while respecting privacy and confidentiality obligations.

Traxys employees have the responsibility to maintain necessary records of Traxys’ business and business relationships.

No false, misleading or artificial entries may be made on Traxys’ books and records. All transactions must be fully and completely documented and recorded in Traxys’ accounting records in accordance with section 9.4 below.

9.5 Accurate Records

Traxys is obligated to provide full, fair, accurate and understandable disclosure in its periodic financial reports. Employees, particularly its senior executives and financial officers, are expected to exercise the highest standards of care in preparing such materials, paying particular attention to the following:

  • Compliance with Traxys accepted accounting principles and Traxys’ system of internal accounting controls is required at all times.

  • All Traxys accounting records must be kept and presented in accordance with the laws of the relevant jurisdiction. They shall not contain any false or intentionally misleading entries. Moreover, they must fairly and accurately reflect in reasonable detail Traxys’ assets, liabilities, revenues and expenses as well as all transactions or related occurrences which shall be fully and completely documented.

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No transaction may be intentionally misclassified as to accounts, departments or accounting periods, and unrecorded or “off the books” assets and liabilities should not be maintained unless authorized by management and permitted by applicable law.

10. Respondingtoinquiriesfromthepressandothers

Traxys’ profile and reputation in domestic and international markets is greatly influenced by its ability to communicate consistently and professionally with external parties.

Traxys shall maintain a principle of openness and shall be honest and responsive when dealing with interested parties outside Traxys.

In order to ensure a coordinated interface with external parties, all external inquiries about Traxys or its business or employees, including all inquiries from media, shall be directed to the Company’s CEO or general counsel.

11. Norightscreated

This Code of Conduct is a statement of certain fundamental Traxys principles, policies and procedures that govern Traxys’ employees, and other persons acting on behalf of Traxys. It does not create any rights for any employee, customer, supplier, competitor, shareholder or any other person or entity. The policies, rules and practices in this Code of Conduct do not create a contract of employment. The policies are not written and distributed to dictate what Traxys will or must do. This Code of Conduct includes statements of general policy and is not a binding, legal document. The Company reserves the right to interpret and administer the provisions of this Code of Conduct and if there is any question or ambiguity as to any provision of this Code of Conduct, the Company’s interpretation shall control and be binding. The Company has the maximum discretion permitted by law to change, modify, or delete any provision or benefit in this Code of Conduct at any time, with or without notice.

12. Application

Each employee of any entity in the Traxys Group shall uphold this Code of Conduct in compliance with applicable local law.

Traxys and its affiliates may, in compliance with the laws and regulations of its local jurisdiction, adopt additional rules and guidelines for the conduct of its employees which shall be binding on them.

June 2019

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