Employee Code of Conduct

The Code of Conduct (“Code”) applies to VIL Ltd. and all of its subsidiaries (collectively, “the Company” or the “Velcro Companies”). The Code is applicable to directors, officers, and employees, as well as contractors, consultants, and anyone authorized to act on the Company’s behalf (for ease of reference, all such individuals are collectively referred to as “employees” in this document). The Code is not intended to cover every situation that may arise, but is intended as a statement of the general principals which should guide our conduct. Even where there is no stated guideline in the Code, it is the responsibility of all employees to apply common sense, act honestly, and maintain the highest ethical standards in making business decisions.

Everyone acting on behalf of the Company should strive to avoid even the appearance of improper behavior. Before taking any action, consider the following questions:

• Is this action both legal and ethical?
• Would I be acting fairly and honestly?
• Does this action comply with both the spirit and the letter of the Code?
• Will this action appear appropriate to others?
• Is it clear the Company would not be embarrassed if this action were to become known generally within the Company or by the public?

Is it clear the Company would not be embarrassed if this action were to become known generally within the Company or by the public?
Unless the answer to each of the foregoing questions is “yes,” the action should not be taken. If you are not sure what to do, ask … and keep asking until you are certain you are doing the right thing.

Violations of the Code constitute a serious breach of Company policy for which appropriate discipline, up to and including termination, will be imposed. Employees may be asked to provide a written certification that they have received and read the Code. However, the Code is not a contract and is not intended to confer any special rights or privileges upon any employee, to provide greater or lesser rights than those provided by applicable law, or to entitle any employee to remain employed by the Company for any specific period or under specific terms or conditions. The Company retains the right to unilaterally modify the Code and Company policies at any time, without advance notice, to the extent permitted by applicable law.

Reporting Concerns:

Employees are encouraged to report suspected violations of the Code of Conduct to their immediate supervisor when appropriate. When discussions with the supervisor are not deemed to be appropriate, employees may contact the Human Resources, Internal Audit, or Legal Departments. Employees may also report suspected violations of the Code confidentially through the Company’s Compliance Hotline which is monitored by the Audit Committee of our Board of Directors.

The hotline offers two easy ways for you to confidentially report issues. Both are available 24-hours a day, seven days a week.

1. Report concerns here. Options are available to display the report form in your preferred language.
2. Report concerns by telephone, to a toll-free number:

Managers and supervisors are responsible for providing a considered and reasoned response to all such complaints, which may require consulting with or making a direct referral to the Human Resources or Legal Departments.

It is important that all employees feel safe and comfortable speaking up about their concerns. Velcro Companies will not tolerate any form of retaliation against employees or others for making good faith reports of possible violations of the Code or for participating in good faith in investigations of possible violations of the Code. Anyone who retaliates (or attempts to do so) will be subject to disciplinary action in accordance with Company policies and applicable law.

Making a report in “good faith” means that your report is true to the best of your knowledge and that you have provided all of the information you have. Unfortunately, an ethics program can be subject to abuse. From time to time, in the name of “ethics,” an employee may attempt to harm or slander another employee through false accusations, malicious rumors, or other irresponsible actions. Anyone who knowingly makes a false accusation or is untruthful during an investigation will also be subject to disciplinary action in accordance with Company policies and applicable law. If you think you are being retaliated against, or that an investigation is being conducted inappropriately, you should report it immediately, using any of the reporting avenues outlined above.

Resolving Issues:

Once a report is received, the Company will investigate it promptly and thoroughly. All reports will be treated confidentially to the extent possible consistent with applicable law. Based on the findings of the investigation, the Company will take corrective action, as appropriate. Discipline for violations of this Code or Company policies will vary and will depend on the nature and severity of the violation. Discipline may include corrective actions such as oral reprimand, written reprimand, or suspension or termination of employment. Some violations may also be reported to criminal or civil authorities, as required or appropriate.

Velcro Companies is committed to compliance with all labor and employment laws. The Company is an equal employment employer, committed to providing a workplace where employees are hired, trained, compensated, and promoted in a manner free from harassment and discrimination based on race, color, national origin, sex, gender, sexual orientation, marital status, religion, veteran status, age, disability, or other protected category. All employees and applicants will be treated in an equitable, consistent, and non-discriminatory manner on the basis of merit and ability. Employees are expected to treat each other fairly, honestly, and with dignity and respect. The Company requires all of its suppliers and agents to be similarly committed to these principals. The Company is also committed to maintaining a workplace in which health and safety are our number one priority, in addition to producing and selling products that are safe. The Company strives for accident-free workplaces and compliance with all government regulations for workplace health and safety. The Company will not tolerate bullying in the workplace and will discipline those who engage in it.

Combating Sexual Harassment:

Velcro Companies believes that all employees have a right to work in an environment free from all forms of sexual harassment. Velcro Companies prohibits sexual harassment, whether at the office, online, in outside work assignments, including those at customer sites, or in the Velcro Companies’ sponsored social or non-social functions, events, or programs. Velcro Companies prohibits sexual harassment even in circumstances where the conduct may not be considered unlawful under applicable law. Should sexual harassment occur, Velcro Companies will take appropriate corrective action to prevent its continuation or recurrence. Any individual found to have engaged in sexual harassment will be subject to disciplinary action, up to and including, without limitation, termination of employment.

Combating Discrimination:

Velcro Companies stands by our commitment to maintain a work environment that exemplifies a culture free from unlawful discrimination of any kind. Unlawful discrimination generally includes hiring, promotion, discipline, discharge and other actions affecting terms and conditions of employment motivated by improper considerations of race, color, national origin, sex, gender, sexual orientation, marital status, religion, veteran status, age, disability, or any other factor to the extent protected by discrimination law. As we continue to promote the health and safety practices within our community, employees will not be discharged, disciplined or discriminated against for matters related to COVID-19. We will strive to support and protect the well-being of our employees, visitors, suppliers, and customers.

Protecting Personal Information:

Velcro Companies is committed to the appropriate handling of personal information of employees, contractors, customers, and other parties, consistent with applicable law. Personal information of employees and contractors may include:

• Government-issued identification numbers
• Medical history or reasons for disability
• Salary and benefit information and performance reviews

If the nature of your job allows you access to personal information, you have a duty to access it only as necessary to do your job ethically and legally. This also means you may not share such information with others, including co-workers, unless there is a business need for it. You also have a responsibility to prevent unauthorized disclosure and to ensure this information is stored, transferred, and discarded properly. All personal information must be handled accordance with applicable privacy laws and Company policies, and employees must promptly report any personal information security breaches. For more information on the requirements regarding how personal information may be used, please contact the Legal Department.

Avoiding Conflicts of Interest:

All employees have an obligation to make sound business decisions in the best interests of the Company without the influence of personal interest or gain. You must avoid any conflict, as well as even the appearance of a conflict, between your personal interests and the interests of the Company. A conflict exists when your interests, duties, obligations or activities, or those of a family member are, or may be, in conflict or incompatible with the interests of Company, or when actions that you take that benefit you personally can be seen as actions of the Company. Employees should also be alert to and avoid situations that could cause customer’s employees to violate or to appear to have violated their own regulations or their standards of conduct. Conflicts of interest expose our Company to increased scrutiny and criticism and can undermine the Company’s credibility and the trust that others place in us.

Without the prior written approval of the General Counsel, (i) you may not directly or indirectly have a material financial interest (whether as an investor, lender, owner, employee, or otherwise) in a competitor, customer, or supplier, and (ii) you must avoid involvement in any business dealings with Velcro Companies, either personally or through a business or entity in which you have, or an immediate family member has, a material financial interest (whether as an investor, lender, owner, employee or otherwise).

This prohibition does not apply to passive investments in a mutual fund or similar investment vehicle, or in less than one (1%) of the outstanding stock of a publicly traded company. Should any business, financial or personal conflict of interest arise, or even appear to arise, unless prohibited by applicable law, you should disclose it immediately to the General Counsel for review. In some instances, disclosure may not be sufficient and the Company may require that the conduct be stopped or that actions taken be reversed where possible.

Protecting Intellectual Property:

The Company’s intellectual property is among its most valuable assets. Intellectual property includes copyrights, patents, trademarks, trade secrets, design rights, logos, expertise, and other intangible industrial or commercial property. The Company protects and, when appropriate, enforces its intellectual property rights. The Company also respects intellectual property belonging to third parties. It is the Company’s policy to not knowingly infringe upon the intellectual property rights of others.

As an employee, the intellectual property you create for the Company belongs to the Company. This “work product” includes inventions, discoveries, ideas, trademarks, improvements, software programs, artwork, and works of authorship. This work product is the Company’s property (it does not belong to individuals) if it is created or developed, in whole or in part, on Company time, as part of your duties or through the use of Company resources or information.

It is also your duty to protect our intellectual property. If you are careful about the rules relating to confidential information (below), that is an important aspect of the protection. In addition, you should take the time to learn about the Velcro Companies’ trademarks and how they can and should be used by our employees and customers, and, in particular, what constitutes a violation of our trademark rights. Information on this subject can be obtained from the Legal Department.

Protecting Confidential Information:

One of the Company’s most important assets is its confidential information. The Company is committed to safeguarding all confidential business information and other confidential Company assets. When an employee joins the Company, they assume a responsibility to protect the Company’s trade secrets and to keep business information confidential both while they are employed and after their employment terminates. In the course of performing day-to-day activities, many employees have access to certain information which must be maintained as confidential in order to protect the interests and rights of the Company, individual employees and/or affected third parties. Examples of company confidential information are new product developments, research and development activities, marketing plans, pricing strategies, customer data, manufacturing methods, product architecture, machinery, financial information, and personnel information, as well as any other information not generally known to the public or any information that might be of use to competitors or harmful to the Company or its customers if disclosed.

All employees must handle Company confidential information with appropriate care. If there is a business need to send confidential information outside the Company, the sender is responsible for ensuring that there is a confidentiality agreement with the person or entity receiving the information outlining the use and disclosure rights and obligations. Consider your surroundings when talking on a cell phone or in a public place. Company confidential information must be safeguarded, whether in written, electronic, or other format. If you have questions about or a need a confidentiality agreement, please contact the Legal Department.

Keeping customer confidential information secure and using it appropriately is also top priority for the Company. You must safeguard any confidential information customers or third parties share with you. You must also ensure that such information is used only for the reasons for which the information was gathered, unless further use is allowed by law. Customer or third party confidential information includes any non-public information about a specific customer/third party, including such things as name, address, phone numbers, financial information, etc. Employees should not accept third party confidential information unless it is supported by a legitimate business purpose and covered by a written agreement outlining the use and disclosure rights and obligations. All confidential information in written or electronic storage version (CDs, thumb drives, etc.) should be stored properly and maintained in locked files or other appropriate secure locations and storage areas. In addition, proper care is also required when disposing of confidential information.

Protecting Company Assets and Resources:

The Company’s assets are resources to be used only for legitimate Company business purposes. Assets include both intangible assets such as confidential information and physical property such as buildings, machinery, office equipment, computers, phones, and inventories. Each employee is responsible for the security of the Company’s assets under their control, and to protect those assets from loss, theft, or misuse. Please remember that these tools are Company property and must be used in a manner consistent with the Code of Conduct and the Company’s Employee Communications Policy.

In certain instances, employees are allowed to use Company property, such as computers, telephones, and other electronic devices, for limited personal purposes. Unless otherwise regulated by applicable law, You should have no expectation of privacy in any electronic or other communications (including emails or text messages) you engage in or create, view, access, receive, or store on Company systems, devices, or network. The Company may also inspect the contents of your work space, packages, boxes, personal effects (e.g., handbags, briefcases), lockers, office furniture (e.g., file cabinets and desks), electronic equipment and storage devices (e.g., computers, mobile phones, and tablets), and Company vehicles for business or security reasons.

Maintaining Accurate Records and Accounting Controls:

Accurate and reliable records are crucial to the Company’s business. The Company is committed to maintaining accurate Company records and accounts in order to ensure legal and ethical business practices and to prevent fraudulent activities. You should understand how to accurately prepare all records and complete all processes required by your job. Be sure to ask your immediate supervisor if you are ever unsure of what is required.

Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files, and all other records maintained in the ordinary course of business. All Company records must be complete, accurate, and reliable in all material respects. There is never a reason to make false or misleading entries. Undisclosed or unrecorded funds, payments, or receipts are inconsistent with our business practices and are prohibited.

It is also your responsibility as an employee of the Company to make open and full disclosure to, and cooperate fully with, outside accountants in connection with any audit or review of the Company’s financial statements. If you have reason to believe that any of the Company’s books and records are being maintained in a materially inaccurate or incomplete manner, you are required to report this immediately to your manager, the Chief Financial Officer, or the General Counsel.

Managing Records:

Velcro Companies’ business records are its corporate memory, providing evidence of actions and decisions and containing data and information critical to the continuity of the Company’s business. Records consist of all forms of information created or received by the Company, whether originals or copies, regardless of media. All records are the property of the Company. All employees are responsible for properly labeling and carefully handling confidential, sensitive, and proprietary information and securing it when not in use. Whenever you are made aware that documents of any type may be required in connection with a lawsuit or government investigation, you should promptly notify the Legal Department, preserve all possible relevant documents, and immediately suspend ordinary disposal of any documents pertaining to the subjects of the investigation or litigation. If you unsure about the need to keep particular documents, contact the Legal Department.

Obtaining Competitive Intelligence Fairly:

In all business endeavors, Velcro Companies will compete fairly, energetically, and honestly in accordance with ethical standards and within the scope of applicable laws. While employees may, in the ordinary course of business, acquire information about other companies, employees may not acquire information through any improper means. The Company does not hire employees of competitors as a means of obtaining another party’s confidential information. Various laws impose penalties for industrial espionage and theft including criminal penalties for individuals and corporations that steal or attempt to steal trade secrets or knowingly receive or possess stolen trade secrets.

Employees should never encourage a current or former employee of a competitor to disclose confidential information about his or her employer’s business. If offered information about a competitor, employees should inquire if it is confidential, and refuse to accept any such confidential information.

Legitimate sources of competitive information include publicly available information such as news accounts, industry surveys, competitors’ displays at conferences and trade shows, and information publicly available on the Internet. Employees may also gain competitive information by obtaining a license to use the information or actually purchasing the ownership of the information. When working with consultants, vendors, and other partners, employees must ensure they understand and follow Company policy on gathering competitive information.

Meals, Gifts, and Entertainment:

While social amenities such as reasonable meals and/or entertainment can be appropriate as a means of furthering goodwill and trust in business relationships, each employee must avoid situations that may affect, or appear to affect, their ability to act in the best interest of the Company or which involve unethical or illegal conduct. Accordingly, to comply with this policy, employees must not accept anything of value from parties with whom the Company has an actual or potential business-related connection, including actual or potential customers, suppliers, vendors, and contractors (or the family members of any of the foregoing) (collectively “outside parties”) under circumstances where you might feel obligated or tempted to repay the donor with corporate business. Do not give outside parties anything of value under circumstances where they might likewise reasonable feel obligated or tempted to repay the Company with business. The following specific rules are set forth to assist you in addressing such matters:

Receiving:

• Do not request or solicit gifts, entertainment, meals or favors from outside parties.
• Do not accept travel and/or overnight accommodations paid for by an outside party, unless the related travel and stay is necessary to conducting Company business and your supervisor has pre-approved the arrangement in writing after reviewing the specifics.
• Meals and/or entertainment may be accepted if you are a guest of the hosting outside party and the meal or entertainment has a legitimate business purpose, is reasonable and occurs infrequently.
• Gifts and favors from outside parties (i.e. things of more than nominal value that do not meet the above conditions for meals and/or entertainment) may not be accepted absent pre-approval by the General Counsel.
• Gifts of cash may never be accepted. Any offer of a cash gift should be immediately reported to the Legal Department.

Giving:

• Meals, entertainment and/or gifts may be provided to outside parties only if they are for a legitimate business purpose, are reasonable and consistent with applicable laws, occur infrequently and comply with the Company’s business expense/travel policies. In addition, any gifts must be modest in value and, wherever practicable, bear the Velcro Companies’ logo.
• Gifts of cash may never be given.
• Do not provide gifts, meals, favors, or entertainment of any value to, or for the benefit of, a government official or employee.

Complying with the Law:

It is Company policy to comply with both the letter and spirit of applicable laws. Velcro Companies strives to be a responsible corporate citizen in each community in which it operates.

Acting with Social Responsibility:

Velcro Companies is proud to be a company that operates with integrity, makes good choices, and strives to do the right thing in every aspect of its business. The Company continually challenges its employees to define what being a responsible company means in today’s global economy, and works to translate that definition into behavior and improvements at the Company. The Company seeks to align its social and environmental efforts with its business goals and continues to develop both qualitative and quantitative metrics to assess its progress.

Protecting Human Rights:

Velcro Companies is committed to upholding fundamental human rights and believes that all human beings around the world should be treated with dignity, fairness, and respect.

Preserving Natural Resources:

Velcro Companies is committed to conducting business in an environmentally responsible manner. The Company supports sustainability within key areas such as energy, water, and waste management. The Company has created internal initiatives that conserve natural resources, create less operational waste, use less energy, and that are economically sound.

Prohibiting Forced Labor:

Velcro Companies ensures that no employee will be forced to work against their will. Employees will not be subject to any form of forced, fraudulent, coerced, compulsory, bonded, indentured, or prison labor. All employees work voluntarily and have the freedom to terminate their employment at any time, given a reasonable notice of departure, without penalty.

Child Welfare within our Community:

Velcro Companies is committed to the welfare of all children. The Company abides by all applicable laws relating to minimum age requirements and labor standards. Velcro Companies strictly prohibits the use of child slavery, trafficking or any illegal activities (that threaten the physical, mental and emotional well-being of any child) within our business operations and supply chain. We prioritize the safety, health, well-being and educational opportunities of our youth and are strongly committed to child welfare within our community.

Complying with Antitrust Laws:

Velcro Companies is committed to fair business practices and compliance with all antitrust laws. Antitrust or “competition” laws exist in most countries where it conducts business. Their purpose is to ensure that markets operate competitively and efficiently. These laws generally prohibit “restraints of trade,” which typically involve certain conduct with, or directed at, competitors, customers or suppliers that adversely impacts competition within the marketplace.

You must be particularly careful when you interact with any employees or representatives of the Company’s competitors or when dealing with its distributors. You must use extreme care to avoid any discussions related to specific customers, prospects, pricing, or other business terms with competitors, especially at trade association meetings or other industry or trade events where competitors may interact. With distributors, it is important to remember that while we can suggest end user pricing, with very few exceptions we should not attempt to control the price at which our distributors resell our products.

Antitrust laws can be complex, and this Code of Conduct is not intended as a comprehensive review of the law in this area and is not a substitute for expert advice. You should contact your supervisor or the Legal Department with any questions about the legality of practices or conduct under the antitrust and competition laws.

Complying with Advertising and Consumer Protection Laws:

It is the Company’s responsibility to accurately represent the Company and its products in marketing, advertising and sales materials. Deliberately misleading messages, omissions of important facts or false claims about Velcro Companies’ products, individuals, competitors or their products, services, or employees is inconsistent with our Company values and is strictly prohibited.

Complying with Anti-bribery/Anti-corruption Laws:

Nearly every country in the world has laws that prohibit bribery, kickbacks, and other improper payments. Velcro Companies does not engage in, tolerate, or permit bribery, corruption, or similar unethical business practices. This means that, among other things, all employees must follow global anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act, in all business dealings worldwide (regardless of location). No Company employee, officer, agent, or independent contractor acting on the Company’s behalf may offer or provide bribes or other improper benefits to anyone in order to obtain business or an unfair advantage. A bribe is defined as directly or indirectly offering or giving anything of value (e.g., gifts, money, or promises) to influence or induce action, or to secure or that would appear to secure an improper advantage. The FCPA applies primarily to bribes offered to government officials and can be difficult to interpret in countries where such officials also hold roles in business entities. Most other anti-bribery roles prohibit forms of bribery, regardless of the target.

Complying with Import and Export Laws:

Many countries in which the Company operates have import and export laws and regulations. These laws restrict transfers, exports, and sales of products or technical data to and from certain prescribed countries and persons as well as re-export of certain such items from one country to another. If your position involves in importing and exporting of export controlled goods and data, you are responsible for knowing and following these laws.

Doing business with certain countries may result in the imposition of economic sanctions. The laws of several countries also prohibit transactions with certain persons or entities that have violated export- related laws or are believed to pose a threat to national security. If you or any entity that represents the Company are considering doing business in a country where sanctions may have been imposed, you need to contact the Legal Department before taking any action or allowing the agent to take any action on the Company’s behalf. Additionally, the Company must perform due diligence before any transaction that has an international element to determine whether there are any applicable sanctions. Violations of these laws can result in large penalties as well as personal criminal charges against those involved, so it is very important to be careful in this area.

Cooperating with Regulators:

The Company must be vigilant in meeting its responsibilities to comply with relevant laws and regulations. It is critical to deal honestly and fairly with all government representatives and law enforcement agents. All employees must fully cooperate with valid governmental requests and demands for information in accordance with applicable law.

This means:

• In any situation where you are contacted in person by a government or regulatory representative and asked to provide information inform your supervisor immediately. Your supervisor will take appropriate action or contact the appropriate department for guidance.
• If a properly identified government representative seeks to inspect a Company facility or Company records, ask them to wait while you contact your immediate supervisor, a member of management, or the Legal Department. If they will not wait, DO NOT prevent them from entering the facility, but still contact your Supervisor, a member of management, or the Legal Department.
• Never provide false or misleading information to any government official or representative or destroy records relevant to an investigation. Similarly, never direct or encourage another employee to do so.

Making Political Contributions:

You may support the political process through personal contributions or by volunteering your personal time to the candidates or organizations of your choice. These activities, however, must not be conducted on Company time or involve the use of any Company resources such as telephones, computers or supplies. You may not make or commit to political contributions on behalf of the Company.

The Company encourages all employees to vote and be active members in political processes. However, the Company imposes the following restrictions:

• Company funds may not be donated to any political party, candidate, or campaign.
• Company property or work time may not be used to assist any political party, candidate, or campaign.
• Employees may not be reimbursed for personal political activity.
• No employee may promote their personal political views or beliefs (including by posting or distributing notices or other materials) on or around Company premises
• Employees may not indicate or suggest that they speak for the Company or that the Company supports their views.

Making Charitable Contributions:

Velcro Companies supports community development throughout the world. Company employees may contribute to these efforts or may choose to contribute to organizations of their own choice. However, you may not use Company resources to personally support charitable or other non-profit institutions. Contact the Legal Department if you have questions about permissible use of Company resources.

Velcro Companies’ objective is for each of us, as employees, to operate according to the highest possible standards. It is to everyone’s advantage to operate the Company in a manner that fosters legal and ethical conduct in all of our business activities. We hope the guidelines and processes provided in this Code provide you with a clear understanding of our commitments and make it more likely that we can achieve our objective to operate according to the highest possible standards.